Aaron Boigon
About Aaron Boigon
Executive Vice President and Chief Information Officer (CIO) of Plumas Bank since April 1, 2018 and of Plumas Bancorp since April 21, 2021; age 49 as of the 2025 proxy . His remit covers enterprise IT, cybersecurity, and digital banking platforms during a period when the company implemented FedNow receiving capabilities, retooled lending to online, and reported a 77% increase in online banking usage over recent years . Company performance during his tenure includes steady net income and rising total shareholder return (TSR), as shown below .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 TSR | $111.19 | $127.28 | $149.78 |
| Net Income ($000s) | $26,444 | $29,776 | $28,619 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plumas Bank | SVP & Director of IT | Apr 1, 2015 – Apr 1, 2018 | Not specifically disclosed in filings |
| Plumas Bancorp / Plumas Bank | EVP & CIO | Apr 1, 2018 (Bank); Apr 21, 2021 (Holding Co.) | Company initiatives during his CIO tenure included implementing FedNow receiving, online business loan applications, and broader digital adoption |
External Roles
No external directorships or outside roles are disclosed for Boigon in the company’s proxy statements .
Fixed Compensation
Individual base salary, target bonus %, and perquisites for Boigon are not disclosed (NEO tables cover CEO, CFO, CBO) . As an EVP, he participates in the bank-wide non-equity incentive plan (NEI), which gates payouts on ROA percentile versus a $1–$3B peer set and allocates an officer bonus pool tied to pretax income . Key plan parameters:
- ROA percentile threshold: incentives payable once Bank exceeds 50th percentile; maximum total bonus pool 8.8% of pretax pre-bonus income
- Officers’ pool is 90.9% of combined pools; EVPs can earn up to 4.65% of officers’ pool
Performance Compensation
EVP payout mix (illustrative plan weights):
| Component | 2023 Weight | 2024 Weight |
|---|---|---|
| ROA Percentile | 60.2% | 60.2% |
| Performance Goals | 17.2% | 17.2% |
| Various Metrics | 8.6% | 8.6% |
| CEO Evaluation | 14.0% | 14.0% |
Plan mechanics:
- Peer definition: commercial banks with $1–$3B assets (as of Sept 30 of plan year); higher percentile increases pool size
- Board/Committee retains discretion to adjust income for unusual/nonrecurring items and to approve payouts
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (direct) | 5,600 shares after 8/21/2025 transactions |
| Options outstanding | 8,100 options (exercise price $21.45; grant vesting in four equal annual installments beginning 10/21/2020; expiration 10/21/2027) |
| Recent insider activity | 08/21/2025: sold 1,500 shares at $41.09; exercised 1,500 options at $21.45 |
| Ownership as % of SO | ~0.09% of 5,920,083 shares outstanding as of 3/25/2025 (5,600/5,920,083) |
| Hedging/Pledging | Company insider trading policy prohibits short sales and hedging; pledging status not disclosed |
Vesting and potential selling pressure:
- The reported option grant vests in four equal annual installments beginning 10/21/2020; remaining options expire 10/21/2027, creating periodic windows for potential liquidity events .
Employment Terms
Change-in-control (CIC) agreement (amended and restated Aug 22, 2025) applies to Aaron Boigon and other EVPs :
| Term | Economics / Provisions |
|---|---|
| Trigger | Termination without cause or resignation for good reason within 24 months post-CIC (double-trigger) – |
| Cash severance | Lump sum equal to 18 months of base salary (based on salary immediately pre-CIC) |
| Bonus treatment | Prior-year annual incentive (if unpaid) plus prorated portion of average cash bonus over the preceding 3 fiscal years |
| Benefits | COBRA reimbursement up to 18 months (at employer-paid portion for similarly-situated employees) |
| Non-solicit | 12 months post-termination (customers and employees; trade secrets protection) |
| 280G | Cutback to avoid excise tax if beneficial (safe harbor approach) |
| 409A | Compliance and six-month delay for specified employees where applicable |
| Banking law condition | Payments subject to 12 U.S.C. §1828(k) and regulatory orders |
| Term | Initial term to Dec 31, 2028; auto-renew annually unless notice; extension mechanics when a CIC is publicly announced |
| Release | Benefits contingent on execution of a general release (form attached) – |
| Parties | Schedule lists Aaron Boigon among covered executives |
Investment Implications
- Alignment and metrics: EVP incentive pay is majority tied to bank ROA percentile versus peers, with goal/metric components and CEO evaluation—supporting pay-for-performance alignment while mitigating excessive risk-taking per Compensation Committee oversight .
- Insider flow: Boigon’s 8/21/2025 exercise-and-sell of 1,500 shares is modest relative to shares outstanding; remaining 8,100 options expiring in 2027 indicate ongoing potential for orderly liquidity without clear sustained selling pressure signals .
- M&A sensitivity: Enhanced CIC severance (18 months salary plus bonus elements) cushions retention risk during the pending Cornerstone acquisition period, but adds incremental transaction-related costs if separations occur; non-solicit and release provisions protect franchise and reduce transition risk .
- Governance risk controls: Anti-hedging policy reduces misalignment risk; pledging is not disclosed; Committee asserts programs are not reasonably likely to have a material adverse effect on the company .