Michele Gil
About Michele Gil
Michele M. Gil (Andujo), 52, has served on Sierra Bancorp’s board since her election on May 25, 2022; her current term expires in 2026. She is an independent director under Nasdaq rules (2025), after being classified as not independent in 2024 due to prior ties with a director search firm; she currently serves on the Board Risk Committee and the Finance & Sustainability Committee. Gil holds a Bachelor of Science from the University of Southern California and is Managing Partner and majority equity owner of Chrisman & Company, an executive search firm focused on financial services, with 20+ years of recruiting and management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chrisman & Company (Los Angeles) | Managing Partner & Majority Equity Owner; leads board practice and senior executive searches across financial services | 20+ years | Consults boards/exec teams on succession planning, leadership development, human capital; experience working with FDIC, OCC, Federal Reserve and DFPI |
| Western Bankers Association | Diversity & Inclusion Advisory Committee; Women in Banking Committee | Not disclosed | Industry engagement and advocacy roles |
| Financial institutions & banking associations | Guest speaker | Not disclosed | Thought leadership and industry speaking |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| International Bankers Association of California | Board Member | No | Association board service (not a public company) |
Board Governance
- Committee assignments: Risk Committee (members: Scearcy—Chair, Karim, Gil, Dutto, McPhaill; met 4 times in 2024) and Finance & Sustainability Committee (members: Christenson—Chair, Dutto, Gil, Holly, McPhaill; met 4 times in 2024) .
- Independence: Board determined all directors other than the CEO are independent in 2025; Gil was classified not independent in 2024 (historical change signals conflict resolution) .
- Attendance: Board held 8 meetings in 2024; each incumbent director attended at least 75% of board and relevant committee meetings. Gil attended the 2024 Annual Meeting virtually via WebEx .
- Nomination process note: Company used a third-party search firm in 2020; in early 2022, an executive from that firm (Gil) was interviewed and nominated—an independence sensitivity that appears addressed by 2025 determination .
Fixed Compensation
- Structure (2024): Annual director retainer $36,750; per-meeting fees $1,250 (board) and $1,000 (committee); additional retainers: Board Chair $20,000, Vice Chair $10,000, Audit Chair $10,000; per-meeting premiums: Board Chair +$625, Committee Chair +$500 .
- Gil’s cash and equity compensation history:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $33,582 | $70,250 | $68,500 |
| Restricted Stock Award – Grant Date Fair Value ($) | $39,996 | $39,983 | $39,999 |
| Total ($) | $73,578 | $110,233 | $108,499 |
Performance Compensation
- Directors receive time-based restricted stock; no performance metrics disclosed for director equity awards .
- Equity grant details and vesting:
| Grant Date | Shares Granted | Grant-Date Value/Share | Total Fair Value | Vesting |
|---|---|---|---|---|
| Nov 18, 2022 | 1,876 | $21.32 | $39,996 | Vests 1-year on Nov 18, 2023 |
| Nov 16, 2023 | 2,120 | $18.86 | $39,983 | Vests 1-year on Nov 16, 2024 |
| Nov 21, 2024 | 1,261 | $31.72 | $39,999 | Vests 1-year on Nov 21, 2025 |
Other Directorships & Interlocks
- No public company directorships disclosed for Gil; external association board noted above .
- Interlock sensitivity: BSRR engaged a third-party search firm in 2020, and in 2022 nominated an executive from that firm (Gil). The Board classified her as not independent in 2024, then independent in 2025—monitoring for continuing conflicts advisable .
Expertise & Qualifications
- Education: Bachelor of Science, University of Southern California .
- Domain expertise: Financial services executive search; board governance advisory; regulatory familiarity (FDIC, OCC, Federal Reserve, DFPI) .
- Board qualifications: Human capital strategy, succession planning, leadership development; leads board practice at search firm .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 9,750 |
| Percentage of Shares Outstanding | 0.07% |
| Breakdown | Includes 1,261 unvested restricted shares; includes 2,000 shares held by Chrisman and Associates, LLC (Gil is Managing Partner & Majority Owner) |
| Options (Exercisable/Unexercisable) | None |
| Hedging/Pledging | Prohibited for directors and executive officers; no pledging allowed |
- Director Stock Ownership Guidelines: As of Feb 2024, non-employee directors must own at least $100,000 in stock; compliance deadline is the later of Feb 15, 2027 or three years post-appointment; unvested restricted stock counts at grant-date value; vested restricted stock must be held for one year post-vesting (tax netting exceptions) .
Governance Assessment
- Independence and conflicts: Gil’s prior executive role at the search firm that helped identify BSRR directors created independence concerns in 2024; classification as independent in 2025 suggests remediation, but continued vigilance warranted given the nomination context .
- Committee effectiveness: Placement on Risk and Finance & Sustainability committees aligns her human capital and governance expertise with enterprise risk oversight and ESG/capital/liquidity topics; both committees met quarterly in 2024, supporting engagement cadence .
- Attendance and engagement: Meets at least 75% attendance threshold and attended the 2024 annual meeting (virtual), consistent with governance expectations .
- Compensation alignment: Cash/equity mix is standard for BSRR directors; time-based equity aligns with shareholder value without short-term incentive distortions; no performance metrics for director equity grants, which is typical for smaller banks’ boards .
- Ownership alignment: Beneficial ownership is modest (0.07%); the 2024 adoption of $100,000 director ownership guidelines enhances alignment—individual compliance status not disclosed, so monitor progress through 2027 .
- Shareholder signals: Say-on-pay support rose sharply (2024: 80.68% → 2025: 96.62%), indicating improved investor confidence in compensation governance and overall oversight environment .
RED FLAGS
- Historical independence concern due to nomination from a third-party search firm employing Gil (resolved per 2025 Board determination, but relationship warrants ongoing disclosure and monitoring) .
- No disclosed related-party transactions involving Gil; insider loans to directors are ordinary-course with market terms and no unfavorable features (Board opinion) .