Vonn Christenson
About Vonn R. Christenson
Independent director of Sierra Bancorp since September 15, 2016; age 45. Christenson is a partner at Christenson Law Firm and CEO/Co‑Founder of Zero Nox, Inc. (clean‑energy/microgrids, off‑highway electric powertrains). He graduated from Brigham Young University with honors (2003) and earned a J.D. from Harvard Law School (2006). He is deeply involved in local community organizations in Porterville, CA. Committee roles include Chair of the Finance & Sustainability Committee and member of the Compensation and Nominating & Governance Committees, supporting board oversight of capital, liquidity, interest‑rate risk, ESG, pay, and director nominations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Christenson Law Firm | Partner; litigation (business/contract disputes, personal injury, IP) | Not disclosed | Legal expertise adds risk, contracts, and governance perspective to board deliberations . |
| Law firm in Orange County, CA | Attorney | Not disclosed | Early legal practice; background detail from proxy biography . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zero Nox, Inc. | CEO & Co‑Founder | Not disclosed | Energy transition/technology operator perspective; potential customer/supplier ecosystem exposure to banking clients . |
| Porterville Optimist Club | Community involvement | Not disclosed | Community ties in core markets . |
| Porterville USD Academy of Law, Justice & Ethics Advisory Board | Advisory role | Not disclosed | Education/civic engagement in local market . |
Board Governance
- Independence and leadership: Board deems all directors other than the CEO independent; board has an independent Chair separate from the CEO. Directors meet regularly in executive session without management .
- Committee assignments (current):
- Chair, Finance & Sustainability Committee (oversees balance sheet position, interest‑rate risk, liquidity, capital, investments, and ESG risk oversight) .
- Member, Compensation Committee (pay design/awards for executives and director pay; no interlocks; independent composition) .
- Member, Nominating & Governance Committee (director nominations, independence oversight; met once in 2024) .
- Meeting cadence and attendance: Board met 8 times in 2024; each incumbent director attended at least 75% of board and their committee meetings. Committee meetings in 2024: Audit (13), Compensation (3), Nominating & Governance (1), Risk (4), Credit (6), Finance & Sustainability (4) .
- Governance policies: Prohibits director/executive hedging and pledging; requires stock ownership (non‑employee directors must own at least $100,000 in company stock by the later of Feb 15, 2027 or three years after board appointment; unvested RS counts; 1‑year post‑vest holding requirement) .
Fixed Compensation (Director)
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (2024) | $36,750 cash | All directors receive; plus meeting fees . |
| Board meeting fees (2024) | $1,250 per meeting (Sierra Bancorp and Bank of the Sierra) | Board Chair +$625 per board meeting . |
| Committee meeting fees (2024) | $1,000 per committee meeting | Committee Chairs +$500 per committee meeting . |
| 2024 Cash earned (Christenson) | $70,500 | From Director Summary Compensation Table . |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | Nov 21, 2024 | 1,261 shares; $39,999 grant‑date fair value | Vests on Nov 21, 2025 (1‑year) | None (time‑based only) . |
The company shifted long‑term incentives from options to restricted stock starting in 2020; repricing of options/SARs is prohibited under the 2023 plan amendment .
Equity/ownership policies require directors to hold vested restricted shares for at least one year post‑vesting (tax netting or 10b5‑1 sales to cover taxes excepted) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships reported for Christenson . |
- Compensation Committee interlocks: None. No BSRR executive serves on another company’s board or comp committee where a BSRR director is an executive (avoids interlocks) .
Expertise & Qualifications
- Legal training and practice (Harvard J.D. 2006; litigation partner) and operator experience as CEO/Co‑Founder of an energy technology firm (Zero Nox) add risk management, contracts, and innovation perspectives to finance and ESG oversight .
- Community leadership/engagement in BSRR’s markets supports market knowledge and stakeholder relations .
- Board skills alignment: Finance & Sustainability chair role aligns with oversight of interest‑rate risk, liquidity, investments, capital, and ESG reporting .
Equity Ownership
| Metric | Amount | As‑Of | Notes |
|---|---|---|---|
| Common shares beneficially owned | 10,169 | Mar 24, 2025 | Includes 1,261 time‑vest RS and 286 spouse shares . |
| Vested stock options | 20,000 | Mar 24, 2025 | Director option history (legacy grants); vesting status reported as “vested option shares” . |
| Ownership as % of shares outstanding | 0.22% | Mar 24, 2025 | Based on company calculation method including vested options . |
| Pledging/Hedging | Prohibited | Policy | Directors/officers may not hedge or pledge company stock . |
| Director ownership guideline | $100,000 minimum | Adopted Feb 2024 | Must meet by Feb 15, 2027 or three years after appointment; unvested RS counts; 1‑year post‑vest hold . |
Reference share price at 12/31/2024 was $28.92 for change‑in‑control valuation context (for NEO equity), but director guideline compliance is measured at purchase/grant costs per policy; the proxy does not disclose Christenson’s compliance status. The 12/31/2024 stock price is cited here only as a disclosed reference value .
Related‑Party, Conflicts, and Insider Activity
- Related‑party banking: The bank reports that loans/commitments to directors, executive officers, and associated entities were made in the ordinary course on substantially the same terms as comparable non‑related loans and did not involve more than normal risk or unfavorable terms; no specific transactions involving Christenson are disclosed .
- Section 16(a) compliance: One late filing in 2024 involved Dr. Berra; no late filings mentioned for Christenson .
- Hedging/pledging ban reduces alignment risk; board independence and executive sessions are in place .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | The proxy does not list Form 4 transactions for Christenson; only a late filing for another director (Berra) is noted . |
Governance Assessment
- Strengths for investor confidence: Independent director; serves as Finance & Sustainability Chair with clear remit over interest‑rate, liquidity, capital and ESG risk—key areas for regional banks; attendance thresholds met; robust anti‑hedging/pledging policy; director stock ownership guideline; pay structure balanced between cash retainers and time‑based equity; no comp committee interlocks .
- Potential watch‑items: External operating role as CEO of Zero Nox could create perceived related‑party exposure if that company (or affiliates) bank with BSRR—management states related‑party banking is on market terms with no unusual risk; continue monitoring any disclosed related‑party transactions and Section 16 activity each year .
- Overall: Christenson’s legal and operating background aligns with risk, capital, and ESG oversight responsibilities; compensation mix and ownership policies support alignment, with no red flags on attendance, independence, or pay practices disclosed .