Lynn R. Dickerson
About Lynn R. Dickerson
Independent director since January 2021; age 67; term expires in 2026. Former CEO of the Gallo Center for the Arts (2009–2021) and a 29-year newspaper industry executive, including Publisher & President of The Modesto Bee and later VP of Operations at The McClatchy Company overseeing 11 of 30 papers; B.S. in Marketing from Texas A&M University; resident of Stanislaus County, California .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gallo Center for the Arts | Chief Executive Officer | 2009–2021 | Led a period marked by operational excellence and community support |
| The Modesto Bee (McClatchy) | Publisher & President | Not disclosed | Local market leadership; community engagement |
| The McClatchy Company | Vice President of Operations | Not disclosed | Oversaw operations for 11 of 30 newspapers nationally |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Downtown Modesto Partnership | Past Board Chair | Not disclosed | City-center economic development and engagement |
| Modesto Rotary Club | Past President | Not disclosed | Community leadership and service |
| Various local boards and committees | Member | Not disclosed | Broad civic involvement supporting local markets |
Board Governance
- Independence: Listed as an independent director under Nasdaq rules; majority-independent board .
- Tenure and classification: Director continuing in office with term expiring in 2026; classified board structure (three classes) .
- Attendance: Board met 12 times in 2024; each incumbent director attended at least 75% of board and relevant committee meetings; all 13 directors attended the 2024 annual meeting .
- Committee assignments and chair roles:
- Nominating Committee member (2 meetings in 2024) .
- Compensation Committee member (2 meetings in 2024) .
- Investment Committee member (4 meetings in 2024) .
- CRA Committee Chair (4 meetings in 2024) .
- Loan Committee member (all directors serve; 23 meetings in 2024) .
- Governance practices: Separate Chair and CEO roles; independent directors hold regular executive sessions; board conducts annual assessments and self-evaluations overseen by a rotating independent chair of Nominating .
- Director ownership guideline: Bylaws require directors to hold company shares; no fixed target multiple .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Annual cash retainer ($3,000/month) | 36,000 |
| All Other Compensation (director retirement accrual + imputed BOLI income) | 10,187 |
| Total 2024 Director Compensation | 46,187 |
- Director retirement agreements: For retirement after the later of age 72 or 10 years of service, annual benefit of $12,000 for 10 years; change-in-control within 24 months triggers payment of accrued retirement liability balance; BOLI policies fund benefits but agreements remain unfunded liabilities .
Performance Compensation
| Element | Details |
|---|---|
| Equity grants in 2024 | None for independent directors |
| Stock options | None outstanding or granted in 2024 for independent directors |
| Performance metrics tied to director pay | Not disclosed / none indicated |
Other Directorships & Interlocks
| Company | Role | Committee positions | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships/interlocks disclosed in the proxy . |
- Related-party transactions review: Board evaluates director-related affiliations and transactions; Dickerson remains categorized independent; 2024 related-party payments disclosed involve entities affiliated with the Haidlen family, not Dickerson .
Expertise & Qualifications
- Local market knowledge and community engagement; prior C-suite leadership in arts non-profit and senior operations roles in media .
- Committee leadership experience (Chair of CRA Committee) indicating regulatory and community reinvestment oversight .
- Governance participation across Nominating, Compensation, Investment, Loan committees (breadth of oversight) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 25,001 |
| Ownership as % of shares outstanding | 0.30% |
| Restricted stock held (as of 12/31/2024) | 4,000 |
| Stock ownership guideline | Must hold company shares; no set multiple |
| Hedging/derivative restrictions | Prohibits short selling, options trading, and hedging by directors |
- Shares outstanding used for % calculation: 8,382,062 common shares (record date for 2025 annual meeting) .
Insider Trades
| Period | Form 4 Activity |
|---|---|
| 2024–2025 (as disclosed) | No Form 4 transactions listed for Lynn R. Dickerson in the Section 16(a) table; company notes overall compliance except transactions shown for other insiders . |
Governance Assessment
- Strengths:
- Independent status; broad committee coverage including Compensation and Nominating; chairing CRA suggests active regulatory/community oversight .
- Attendance thresholds met and annual shareholder meeting participation; indicates engagement .
- Meaningful share ownership (25,001 shares) with additional restricted stock aligns interests; hedging prohibited, improving alignment quality .
- Board separation of Chair/CEO and robust evaluation processes bolster governance quality .
- Considerations:
- Director pay is largely fixed cash plus retirement accruals; absence of annual equity grants in 2024 reduces at-risk exposure for directors vs. executives, though existing RS awards provide some alignment .
- Director Retirement Agreements create guaranteed non-performance benefits ($12,000/year for 10 years at normal retirement), typical for community banks but not performance-linked; change-in-control provisions pay accrued balances, which may be viewed as shareholder-neutral but still a guaranteed entitlement .
- Red flags: None disclosed specific to Dickerson (no related-party exposure, no pledging/hedging, no delinquent filings); board-level related-party activity concentrated within Haidlen affiliates and reviewed under strict policies with independent approval .
Overall signal: Independent, engaged director with local-market and operational leadership credentials, chairing CRA and serving on key committees; ownership and hedging prohibitions support alignment, while legacy retirement benefits represent fixed entitlements rather than performance-contingent pay—acceptable in community bank context but worth monitoring alongside future director equity practices .