William Wade II
About William Wade II
William “Bill” Wade II is Executive Vice President and Chief Operations Officer (COO) of Sierra Bancorp/Bank of the Sierra, appointed effective July 7, 2025; he is 60 and holds a BBA in Management from the University of Texas at Arlington . Prior to Sierra Bancorp, he served as EVP/CIO at Independent Financial (2021–Jan 2, 2025, when it was sold to SouthState Bank) and as Chief Business Architect & SVP IT at Simmons Bank (2018–2021), with ~30 years of IT experience across banking and other industries . Company performance context: in 2024 Sierra Bancorp delivered Net Income of $40.56 million, ROAA of 1.12%, and a TSR value of 121.25 (base $100 at 12/31/2019) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Financial | EVP & Chief Information Officer | 2021–2025 (sold to SouthState Bank effective Jan 2, 2025) | IT leadership through period culminating in acquisition by SouthState Bank |
| Simmons Bank | Chief Business Architect & SVP, Information Technology | 2018–2021 | Enterprise architecture and IT leadership |
| Various industries (banking, fitness, food services, consulting) | Information Technology roles | ~30 years | Broad IT operating experience across sectors |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | None disclosed |
Fixed Compensation
| Component | 2025 Terms |
|---|---|
| Base Salary | $380,000 minimum annual base salary |
| Contract Term | July 7, 2025 commencement; continues through Dec 31, 2028; auto-renews for 1-year terms absent 6 months’ non-renewal notice |
Performance Compensation
Cash Incentive (Executive Incentive Plan Design and Recent Actuals)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company Net Income (2024 plan) | 80% | $36.6 million | 110.96% of target | 105.48% of target (50% of excess up to 20% overachievement) | N/A (cash) |
| Individual Performance (2024) | 20% | Defined annually | Fully met for all NEOs (2024) | Included in payout above | N/A (cash) |
| 2025 Plan Structure | 80% Net Income / 20% Individual | Set by Board annually | TBD | Max 110% of target via same overachievement formula | N/A (cash) |
| Target Bonus Opportunity (Wade) | — | Up to 50% of base salary | — | Determined by plan result | — |
Equity Incentives
| Award Type | Grant Date | Grant Value | Vesting Schedule | Performance Condition |
|---|---|---|---|---|
| Restricted Stock (Sign-on) | Next Compensation Committee meeting (post July 1, 2025) | $400,000 (shares based on close on grant date) | 20% annually on each grant anniversary (5 years) | Time-based only |
Program context: Since 2020 the company shifted from options to restricted stock as primary LTI; the 2023 Equity Plan prohibits repricing of options/SARs; executives are subject to one-year post-vest holding (tax netting excluded) . Beginning in 2025, ongoing executive grants (separate from Wade’s sign-on) are sized by relative ROAA vs peers and split between time- and performance-based tranches, with performance criteria typically 3-year ROAA/ROE; the first such grants under the formula were made in Feb 2025 (to current NEOs) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership | Form 3 filed July 29, 2025 shows no securities beneficially owned at appointment |
| Ownership % of Shares Outstanding | 0% (0 shares vs 13,829,551 outstanding as of Mar 24, 2025) |
| Vested vs Unvested | At appointment: none vested; sign-on RS unvested and vesting 20% annually over 5 years when granted |
| Pledging/Hedging | Prohibited for directors and executive officers; no short sales, hedging, or pledging; blackout periods in effect |
| Ownership Guidelines | Executives (EVPs) must hold a minimum equal to base salary; vesting shares must be held for 1 year (tax netting excluded). Compliance deadline: later of Feb 15, 2027 or 3 years post-hire (implies July 7, 2028 for Wade) |
Employment Terms
| Provision | Summary |
|---|---|
| Position | EVP & Chief Operations Officer of Sierra Bancorp and Bank of the Sierra |
| Term & Renewal | Effective July 7, 2025 through Dec 31, 2028; auto-renews annually unless either party gives ≥6 months’ notice |
| Compensation | Base salary $380,000; annual discretionary bonus up to 50% of base |
| Equity | $400,000 restricted stock sign-on grant; 20% vesting per year over 5 years |
| Severance (No Cause) | Cash severance equal to one times annualized base salary; 12 months of medical/dental/vision coverage per standard exec agreements; severance conditioned on full release of claims |
| Change in Control Severance | Cash severance equal to two times annual base salary plus maximum eligible bonus; benefits per executive agreement framework; release required |
| Non-Compete / Non-Solicit / NDA | Included in agreement; scope subject to regulatory limits and standard company forms |
| Indemnification | Company standard indemnification agreement for officers/directors |
| Regulatory Limitations | Rights and obligations are subject to applicable banking regulatory rules |
| Execution | Agreement executed July 1, 2025; form release templates include Wade’s signatory references |
Performance & Track Record
- Independent Financial tenure ended due to acquisition by SouthState Bank effective January 2, 2025; prior Simmons Bank leadership in business architecture and IT (2018–2021), adding deep financial services technology and operations expertise .
Risk Indicators & Red Flags
- Hedging/pledging of company stock is prohibited for executives; insider trading policy enforces blackout periods, reducing misalignment/forced selling risk .
- No excise tax “gross-ups” in change-in-control arrangements; Compensation Committee prohibited tax gross-ups in Feb 2024, indicating shareholder-friendly design .
- 2023 Equity Plan prohibits option/SAR repricing or cash-for-underwater option exchanges, mitigating governance risk around equity award modifications .
- Related party transactions are limited to ordinary-course banking on market terms; no Wade-specific related party items disclosed .
Investment Implications
- Alignment: Cash bonus is explicitly tied 80% to company Net Income with capped upside (max 110% of target) and 20% to individual goals; initial equity is multi-year, time-based RS that vests over five years, promoting retention and medium-term alignment .
- Retention/Selling Pressure: Form 3 shows no initial holdings and new RS has a long vest; combined with one-year post-vest holding and pledging/hedging bans, near-term selling pressure should be modest aside from tax withholding at vest .
- Change-in-Control Economics: 2x base plus max bonus on termination in connection with a change in control is material but within typical regional bank market practice, and with no tax gross-up; creates some transaction sensitivity but avoids most egregious features .
- Execution: Wade brings CIO/IT operating depth from Independent Financial and Simmons Bank, suggesting a focus on operational efficiency and technology modernization as levers for ROAA/ROE, which are key drivers in Sierra’s incentive framework and peer-relative equity program going forward .