Susan Abundis
About Susan M. Abundis
Independent director of Sierra Bancorp since December 17, 2020; age 70; current committee roles: Chair, Board Credit Committee; member, Compensation Committee; member, Nominating & Governance Committee . Background includes 40 years in banking and senior operating leadership; education: B.A. from California State University Fresno and Graduate Degree of Banking from University of Washington’s Pacific Coast Banking School . The Board determined she is independent under Nasdaq rules; directors meet regularly in executive session without management .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| California Health Sciences University (Wellness Clinic) | Chief Operating Officer | Not disclosed | Most recent operating role |
| Bank of the West (BNP) | Managing Director – Division Credit Manager; previously Area Manager & SVP | Not disclosed | Senior credit leadership |
| Bank of America | Market President, Area Manager, Senior Vice President | Not disclosed | Regional banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Medical Center | Board of Trustees | Not disclosed | External healthcare governance |
| California Health Sciences University | Board of Trustees | Not disclosed | Higher education governance |
| Tesoro Viejo Conservancy | Board | Not disclosed | Community/environment governance |
Board Governance
- Committee assignments (2024 activity and mandates):
- Credit Committee: Chair; met 6 times in 2024; oversees credit policy, asset quality, ACL/provision approvals .
- Compensation Committee: Member; met 3 times in 2024; oversees executive and director pay structures and equity plans; no interlocks with other issuers .
- Nominating & Governance Committee: Member; met once in 2024; director nomination process, board evaluation, independence oversight .
- Independence and attendance:
- Independent under Nasdaq rules; Board held 8 meetings in 2024; all incumbents attended at least 75% of combined Board/committee meetings; Abundis attended the 2024 annual meeting (virtually) .
- Shareholder support signal:
- 2025 Say-on-Pay approved with 96.62% of votes cast (8,273,838 For; 289,352 Against; 13,277 Abstain; 2,618,984 broker non-votes) .
Fixed Compensation
| Year | Cash Fees (Retainer + Meetings) | Equity Grant (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $73,500 | $39,999 | $113,499 |
| 2023 | $75,250 | $39,983 | $115,233 |
- Structure: Annual retainer $36,750; per-meeting fees $1,250 for board and $1,000 for committee meetings; Board Chair additional $20,000 retainer + $625 per board meeting; Vice Chair $10,000; Audit Chair $10,000; Committee Chairs +$500 per committee meeting .
Performance Compensation
| Grant Date | Instrument | Shares | Grant Price | Vesting |
|---|---|---|---|---|
| 11/21/2024 | Restricted Stock (time-based) | 1,261 | $31.72 | One-year; vests 11/21/2025 |
| 11/16/2023 | Restricted Stock (time-based) | 2,120 | $18.86 | One-year; vests 11/16/2024 |
- Director grants are time-based; no performance metrics disclosed for director equity. Hedging and pledging of company securities by directors are prohibited .
Other Directorships & Interlocks
| Company | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Community Medical Center | No | Trustee | None disclosed |
| California Health Sciences University | No | Trustee | None disclosed |
| Tesoro Viejo Conservancy | No | Board | None disclosed |
- Compensation Committee Interlocks: None; members have not been officers/employees of Sierra Bancorp in the last three fiscal years and no reciprocal board/comp committee interlocks with other issuers .
Expertise & Qualifications
- Core expertise: Credit risk, commercial banking operations, regional market leadership; designated Credit Committee chair reflecting deep credit judgment .
- Education: CSUF B.A.; Pacific Coast Banking School graduate .
- Community/industry recognition (selected awards listed by company): Women Worth Watching (2014); various local/community awards .
Equity Ownership
| Metric | As of Mar 28, 2024 | As of Mar 24, 2025 | |---|---|---|---| | Beneficially owned shares | 7,497 | 8,758 | | Unvested restricted shares included | 2,120 | 1,261 | | % of shares outstanding | 0.05% | 0.06% | | Stock options (vested/unvested) | None disclosed | None disclosed | | Pledged/hedged shares | Prohibited by policy | Prohibited by policy |
- Stock ownership guidelines: Non-employee directors must own at least $100,000 in stock by the later of Feb 15, 2027 or 3 years from appointment; unvested RS count; must hold vested RS for one year (tax netting allowed; 10b5-1 for tax sales allowed) . Company does not disclose individual compliance status.
Insider Trading Summary
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Late Section 16(a) filings for Abundis | None disclosed (late filing was for Mr. Holly) | None disclosed (late filing for Mr. Holly pertained to 2022 gift noted in 2023 report) | None disclosed (single late filing was for Dr. Berra) |
Governance Assessment
-
Positives:
- Independent director with deep credit expertise; chairs Credit Committee overseeing ACL/provision decisions—a critical risk and earnings driver for banks .
- Active on Compensation and Governance Committees; no interlocks; Board uses independent consultant (Pearl Meyer, 2021) and prohibits tax gross-ups in change-in-control/equity plans, aligning with shareholder-friendly practices .
- Strong shareholder support on pay (96.62% Say-on-Pay in 2025), bolstering confidence in compensation oversight during her committee tenure .
- Attendance threshold met; participates in annual meetings; Board uses executive sessions; director equity grants and ownership guidelines promote alignment; hedging/pledging banned .
-
Potential watch items:
- General related-party banking transactions exist at the bank level (ordinary course, arms-length per Board statement); no Abundis-specific RPTs disclosed .
- Director compensation is a mix of cash and time-based RS; absence of performance conditions for director equity is common but offers limited performance linkage; continue to monitor equity sizing vs. peer reviews .
RED FLAGS: None disclosed specific to Abundis (no hedging/pledging, no Section 16 late filings, no reported RPTs). Note: A separate director (Berra) had a late Section 16(a) filing in 2024 reporting period; a late filing for Mr. Holly was noted in the prior proxy year—these do not implicate Abundis .