Andrew Ryback
About Andrew Ryback
Andrew J. Ryback (age 59) is President and Chief Executive Officer of Plumas Bancorp and Plumas Bank, serving as CEO since 2011 (interim CEO Mar 2010–Nov 2011), previously EVP/CFO (2005–2011), and with the bank since 2001 . He holds a B.S. in Business Administration (California State University, Northridge), is a Certified Public Accountant, and a graduate of Pacific Coast Banking School . Under the SEC “Pay vs. Performance” disclosure, the CEO’s compensation actually paid shows alignment with performance; the value of an initial $100 investment in PLBC rose to $111.19 (2022), $127.28 (2023), and $149.78 (2024), with net income of $26.4M, $29.8M, and $28.6M respectively . 2024 strategic actions included a sale-leaseback and securities portfolio restructure to improve interest income, payoff of Fed borrowings, continued SBA loan production, and a pending acquisition of Cornerstone Community Bancorp targeted for H2 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plumas Bancorp / Plumas Bank | President & CEO (interim CEO Mar 2010–Nov 2011; CEO since 2011) | 2010–present | Led post‑crisis recovery and growth; ongoing SBA lending expansion; transaction to acquire Cornerstone Community Bancorp pending H2 2025 . |
| Plumas Bank | Executive Vice President & Chief Financial Officer | 2005–2011 | Finance leadership pre‑CEO; positioned for subsequent turnaround and growth . |
| Plumas Bank | Joined the Bank | 2001–present | Long-tenured operator with deep institutional knowledge . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Independent Community Bankers of America (ICBA) | California Delegate to Federal Delegate Board; Legislative Issues Committee member | Not disclosed | National policy engagement and industry advocacy . |
| California Community Banking Network | Past Chair of the Board | Not disclosed | State industry leadership . |
| Federal Reserve Board of Governors CDIAC; FRB San Francisco CDIAC | Former member; past Chair (FRB SF CDIAC) | Not disclosed | Regulatory advisory roles . |
| Plumas District Hospital | Director | Not disclosed | Local healthcare governance . |
| Quincy Fire Protection District | Commissioner & Treasurer; former volunteer firefighter | Not disclosed | Community public safety governance . |
| Rotary (Quincy; District 5190) | Past President; Assistant Governor | Not disclosed | Community leadership and service . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $450,000 | $522,500 |
| Bonus (discretionary) | $0 | $0 |
| All Other Compensation (perqs incl. auto, cell, 401k match, gasoline, split-dollar portion, tax gross-up on selected perqs) | $13,519 | $15,468 |
| Employment Agreement Base Salary Terms | $382,000 baseline (subject to review, not decrease) | Increased to $552,500 effective Jan 1, 2024 |
Notes:
- Perquisites include 401(k) matching (30% of employee contributions up to 3% of compensation), medical/dental/vision on broad employee terms, company automobile (Ryback), gasoline for business use, cell phone allowance, and tax gross-ups on selected perquisites .
Performance Compensation
| Component | Metric/Design | Weighting | Target | Actual (2024) | Payout Timing/Vesting |
|---|---|---|---|---|---|
| 2024 Non‑Equity Incentive (NEI) – CEO | ROA percentile vs peers (banks $1–$3B assets; measured YTD 9/30/24; pool funded off pre‑tax pre‑bonus income), strategic goals (loans, deposits, asset quality, initiatives), performance metrics (e.g., pre‑tax ROE percentile vs peers, budgeted net income), Committee evaluation | CEO: 50% ROA; 16.7% goals; 16.6% metrics; 16.7% Committee evaluation | Not disclosed | ROA: $178,101; Goals: $17,811; Metrics: $29,684; Evaluation: $59,367; Total: $284,963 | Paid in Q1 2025; pool caps include maximum 8.8% of pre‑tax pre‑bonus income; up to 12% of officer pool to CEO . |
| Stock Options (Grant 10/21/2019) | Time‑vested | — | — | 5,000 options outstanding, fully exercisable; strike $21.45; expire 10/21/2027 | 25% per year beginning 10/21/2020 (8‑year life) . |
| Stock Options (Grant 08/16/2022) | Time‑vested | — | — | 4,800 exercisable; 7,200 unexercisable; strike $31.00; expire 08/16/2032 | 20% per year beginning 08/16/2023; remaining unvested 7,200 implies 2,400/year through 2027 . |
| Stock Options (Grant 02/21/2024) | Time‑vested | — | — | 4,800 unexercisable; strike $34.07; expire 02/21/2034; grant‑date FV $44,400 | 20% per year beginning 02/21/2025; i.e., ~960/year 2025–2029 . |
Additional design features:
- Equity plan: 2022 Equity Incentive Plan authorizes options/RS/RSUs; only at‑the‑money grants; employee option vest max 5 years; 10‑year term; 362,882 shares remained available at 12/31/24 .
- Timing: No grants during closed windows around market‑moving filings; no timing based on MNPI .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 97,328 shares; 1.6% of class; includes 8,260 shares acquirable via options within 60 days of 3/25/2025; shared voting/investment power as to 55,300 shares . |
| Shares Outstanding (record date) | 5,920,083 (3/25/2025) . |
| Vested vs. Unvested (Options) | Exercisable: 5,000 (2019) + 4,800 (2022) = 9,800; Unexercisable: 7,200 (2022) + 4,800 (2024) = 12,000 as of 12/31/2024 . |
| Option Exercise Prices / Expirations | $21.45 exp. 10/21/2027 (2019); $31.00 exp. 08/16/2032 (2022); $34.07 exp. 02/21/2034 (2024) . |
| Hedging / Short Sales | Insider trading policy prohibits short sales and hedging transactions by directors/officers/employees . |
| Pledging | No explicit proxy disclosure of pledging restrictions; not identified in Insider Trading Policy summary . |
| Ownership Guidelines | Directors must hold at least $150,000 of PLBC stock; new directors have 36 months to comply; all other directors meet the guideline (new appointees Patel/Foster have until 2027/2028) . |
Potential selling pressure watchlist:
- Time‑based vesting creates foreseeable option vesting events: 2,400 (2022 grant) scheduled annually through 2027 and ~960 (2024 grant) scheduled annually 2025–2029, subject to continued service . Insider hedging is prohibited; no pledging disclosure .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Executed Dec 16, 2021; initial 3‑year term; auto‑renews annually thereafter unless terminated prior to renewal . |
| Position / Base Salary | CEO of Company and Bank; base salary $382,000 (reviewable, not decrease); increased to $552,500 effective Jan 1, 2024 . |
| Annual Incentive Eligibility | Eligible for Board‑approved annual incentive programs and equity plans . |
| Severance (non‑CIC) | If terminated without Cause or for Good Reason: 1.5× annual base salary plus COBRA reimbursement up to 18 months . |
| Change‑in‑Control Protection | If terminated without Cause or for Good Reason within 6 months before or 24 months after a Change in Control: 2.5× base salary + prior‑year bonus (if unpaid) + prorated target bonus for year of termination + COBRA reimbursement up to 18 months . |
| 280G Cutback | Payments reduced to maximize after‑tax position if subject to 280G excise tax . |
| Restrictive Covenants | 18‑month post‑termination non‑solicitation (employees/customers using confidential info) and confidentiality obligations . |
| Clawback | Incentive compensation subject to clawback under applicable laws/listing standards and Company policy . |
| Other Post‑Employment | Company maintains salary continuation agreements as long‑term retention benefits, vesting over years (programmatic disclosure; individual figures not detailed) . |
Board Governance (Director Service, Independence, Committees)
- Board Service: Director since 2016; current role “Director, President and CEO” .
- Independence: Not independent due to employee status; all non‑employee directors are independent under NASDAQ standards .
- Leadership Structure: Independent Chairman separate from CEO; Chair provides strategic guidance and presides over meetings .
- Committees: Audit & Risk Committee and Corporate Governance & Compensation Committee (nominating and compensation); committees operate under charters and are composed of independent directors; Audit & Risk members meet SEC/NASDAQ independence/financial literacy standards; Mr. McClintock is audit committee financial expert .
- Attendance: Board met 16 times in 2024; no director attended less than 75% of their meetings; nine directors attended the 2024 annual meeting .
- Director Stock Ownership Guidelines: $150,000 ownership requirement for directors; compliance timelines for newer directors; others in compliance .
- Administrative Compliance Note: Directors/executives inadvertently filed one late Form 4 each for 2024 equity grants; one director filed a late Form 5 for 2023 DRIP acquisitions .
Performance & Track Record
| Year | CEO “Compensation Actually Paid” (PEO) | Average NEO “Compensation Actually Paid” | Value of $100 Investment (TSR) | Net Income ($K) |
|---|---|---|---|---|
| 2022 | $812,072 | $443,354 | $111.19 | $26,444 |
| 2023 | $765,574 | $420,206 | $127.28 | $29,776 |
| 2024 | $900,387 | $480,346 | $149.78 | $28,619 |
Additional qualitative execution highlights:
- 2024 actions: sale‑leaseback execution with offsetting securities portfolio restructure aimed at improving interest income; payoff of Federal Reserve borrowings; continued SBA loan production and lending platform digitization; recognized by Raymond James Community Bankers Cup and re‑listed to Russell 2000; added research coverage (Piper Sandler, Stephens, Raymond James); pending acquisition of Cornerstone Community Bancorp expected H2 2025 .
Director Compensation (as applicable to CEO‑Director)
- The proxy’s “Compensation of Directors” section outlines director fees/RSUs, but employee directors customarily do not receive director retainers; Ryback’s reported compensation appears solely under executive compensation (no separate director fees disclosed for him in 2023–2024 SCT) .
Compensation Structure Analysis
- Cash vs. Equity Mix (YoY): Salary rose to $522,500 in 2024 from $450,000 in 2023; non‑equity incentive was $284,963 in 2024 vs $276,755 in 2023; option grant fair value $44,400 in 2024 vs $0 in 2023, reflecting the company’s biannual option grant cadence noted in PVP narrative .
- Shift in Vehicles: Program emphasizes time‑vested stock options (at‑the‑money) rather than RSUs/PSUs for executives; no stock awards to NEOs in 2023–2024; options vest over up to five years with 10‑year terms .
- Performance Metric Rigor: 2024 NEI uses relative ROA percentile vs a defined bank peer cohort as the principal pool driver; CEO metrics include pre‑tax ROE percentile vs peers and budgeted net income; Committee retains discretion for unusual/nonrecurring items .
- Risk Oversight: Compensation Committee concluded programs do not encourage undue risk; CEO had the only incentive payout above $122,444 in 2024; long‑term equity awards and vesting align to longer‑term performance .
- Timing/Grant Practices: No grants around blackout periods; pricing at closing price on grant date; no MNPI‑based timing .
- Red Flags/Watchlist: Tax gross‑ups on selected perquisites (shareholder‑unfriendly signal) ; administrative late Section 16 filings across directors/officers for 2024 grants . No option repricings disclosed; equity awards granted at FMV .
Related Party Transactions
- Ordinary‑course banking relationships with directors/executives/families/associated companies made on market terms, in compliance with applicable laws, and without abnormal credit risk per management .
Say‑on‑Pay & Shareholder Feedback
- 2025 proxy seeks advisory approval on executive compensation (Proposal 2) and recommends annual frequency for future say‑on‑pay votes (Proposal 3) .
- Prior frequency vote context: In 2019, 56% supported triennial say‑on‑pay frequency; Board now recommends annual to enhance engagement/responsiveness .
Equity Grant and Vesting Detail (Andrew Ryback)
| Grant Date | Instrument | Shares | Status @ 12/31/24 | Strike | Expiration | Vesting Schedule |
|---|---|---|---|---|---|---|
| 10/21/2019 | Stock Options | 5,000 | Exercisable | $21.45 | 10/21/2027 | 25%/yr starting 10/21/2020; 8‑year term . |
| 08/16/2022 | Stock Options | 12,000 | 4,800 Exercisable; 7,200 Unexercisable | $31.00 | 08/16/2032 | 20%/yr starting 08/16/2023; 10‑year term . |
| 02/21/2024 | Stock Options | 4,800 | 0 Exercisable; 4,800 Unexercisable | $34.07 | 02/21/2034 | 20%/yr starting 02/21/2025; 10‑year term; FV $44,400 . |
Governance Notes on Dual Roles (CEO + Director)
- Independence mitigation: Board has an independent Chair separate from CEO; committees are fully independent; CEO is not independent .
- Attendance and oversight: High overall attendance (no director under 75%); risk management reported regularly to Audit & Risk; compensation risk review performed .
Investment Implications
- Alignment and retention: Meaningful insider ownership (1.6% of shares; 97,328 shares) plus multi‑year, at‑the‑money options with long vesting aligns incentives with long‑term price appreciation; hedging is prohibited; no pledging disclosure identified .
- Near‑term supply dynamics: Scheduled option vesting tranches through 2029 (notably 2,400/year from 2025–2027 on the 2022 grant; ~960/year 2025–2029 on the 2024 grant) could create episodic liquidity if exercised/sold, subject to trading windows and policy .
- Pay‑for‑performance: 2024 NEI heavily tied to relative ROA percentile and profitability metrics; CEO payout of $285K reflects above‑target performance factors; PVP shows CAP moving with TSR and net income, supporting pay/outcome linkage .
- Change‑in‑control economics: Double‑trigger‑style protection with a 6‑month pre‑CIC lookback (2.5× salary + bonus elements + COBRA) is moderate for community banks; 280G cutback reduces excise tax exposure .
- Governance quality: Separation of Chair/CEO, independent committees, and risk oversight practices counterbalance CEO/Director dual roles; note minor 2024 Section 16 timing errors and presence of tax gross‑ups in perquisites as modest governance blemishes .
- Strategic execution: Management’s 2024 balance sheet repositioning and pending Cornerstone acquisition are potential catalysts for NIM and scale benefits; execution risk remains around integration and rate dynamics .
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