BJ North
About BJ North
BJ North, age 74, is Executive Vice President and Chief Banking Officer (CBO) of Plumas Bank; she has served as CBO since 2018 and previously held EVP roles overseeing Retail Banking, Marketing, and Commercial Lending since 2011 . On March 27, 2025, she notified Plumas Bank of her intent to retire effective July 15, 2025, which has implications for succession and near-term incentive alignment . Company pay-versus-performance shows a $149.78 value for an initial $100 investment in 2024 TSR alongside net income of $28.6 million, indicating compensation programs tied to performance, including for NEOs such as North . Executive incentives are heavily linked to ROA percentile vs peers (banks $1–$3B assets) and objective goals/metrics, aligning cash awards with profitability and strategic execution .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Plumas Bank | EVP, Retail Banking, Marketing & Commercial Lending | 2011–2018 | Led retail/marketing/commercial lending functions; foundation for elevation to CBO |
| Plumas Bank | EVP, Chief Banking Officer | 2018–2025 (retiring 7/15/2025) | Senior line leadership over banking operations and growth initiatives |
External Roles
- Not disclosed in SEC filings reviewed .
Fixed Compensation
| Component | 2024 | 2023 |
|---|---|---|
| Base Salary ($) | $293,000 | $268,500 |
| All Other Compensation ($) | $9,624 (auto, gasoline, 401(k) match, cell phone allowance, tax gross-ups) | $11,874 (auto, gasoline, 401(k) match, cell phone allowance, tax gross-ups) |
| Perquisites (qualitative) | Company-provided automobile and maintenance; gasoline for business use; 401(k) match of 30% of employee contribution up to 3% of comp; medical/dental/vision; cell phone allowance; tax gross-ups on selected perquisites | Company-provided automobile and maintenance; gasoline for business use; 401(k) match of 30% up to 3%; medical/dental/vision; cell phone allowance; tax gross-ups |
Performance Compensation
Cash Non-Equity Incentive Plan design (EVPs, 2024)
| Metric | Weighting | Target definition | Actual payout timing |
|---|---|---|---|
| ROA percentile vs peer banks ($1–$3B assets) | 60.2% | Annualized YTD pre-tax income ÷ average YTD assets; percentile computed vs peer group as of 9/30/2024 | Paid Q1 2025 |
| Goal attainment | 17.2% | CEO-set goals (e.g., targeted loan/deposit increases, asset quality benchmarks, strategic initiatives) | Paid Q1 2025 |
| Various performance metrics | 8.6% | Includes ROE percentile (pre-tax) vs peers and budgeted net income | Paid Q1 2025 |
| CEO evaluation | 14.0% | CEO assessment of EVP performance | Paid Q1 2025 |
Actual cash incentive payouts
| Year | ROA Percentile ($) | Goals ($) | Metrics ($) | CEO Performance ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $83,114 | $7,125 | $5,937 | $19,397 | $115,573 |
| 2023 | $75,972 | $13,024 | $5,427 | $16,500 | $110,922 |
Equity awards (options) – grant terms
| Grant date | # Options | Strike price | Expiration | Vesting schedule |
|---|---|---|---|---|
| 10/21/2019 | 2,400 | $21.45 | 10/21/2027 | 25% per year beginning 10/21/2020 |
| 08/16/2022 | 8,500 | $31.00 | 08/16/2032 | 20% per year beginning 08/16/2023 |
| 02/21/2024 | 3,400 | $34.07 | 02/21/2034 | 20% per year beginning 02/21/2025 |
Equity awards – reported fair value (Summary Compensation Table)
| Year | Option Awards ($) |
|---|---|
| 2024 | $31,450 |
| 2023 | $0 |
Equity Ownership & Alignment
Beneficial ownership
| As-of date | Beneficial ownership (shares) | Percent of class |
|---|---|---|
| 03/25/2025 | 6,480 (includes right to acquire within 60 days via options) | Less than 1% |
| 03/19/2024 | 7,732 (includes 4,100 shares acquirable within 60 days via options) | Less than 1% |
Outstanding options (12/31/2024)
| Status | Quantity | Strike | Expiration |
|---|---|---|---|
| Exercisable | 2,400 | $21.45 | 10/21/2027 |
| Exercisable | 3,400 | $31.00 | 08/16/2032 |
| Unexercisable | 5,100 | $31.00 | 08/16/2032 |
| Unexercisable | 3,400 | $34.07 | 02/21/2034 |
- Anti-hedging/short-sale policy: Directors, officers, and employees are prohibited from short sales and hedging transactions in Company securities, supporting alignment with long-term shareholder value .
- Pledging: No disclosure of share pledging by BJ North; none noted in proxies reviewed .
- Stock ownership guidelines: Director ownership guideline of $150,000; executive officer ownership guidelines not disclosed .
Employment Terms
| Agreement | Key terms | Change-in-control provisions | Vesting/other |
|---|---|---|---|
| Salary Continuation Agreement (amended Feb 1, 2023) | Up to $82,500 per year for 10 years post-retirement, subject to continuous employment through March 31, 2026; reduced benefits if termination before 3/31/2026 other than change in control | Full vesting and commencement of payments the month after termination if employment terminates within 24 months after a change in control; benefits subject to potential 280G reduction | Informally funded; terms emphasize retention through 3/31/2026, but retirement effective 7/15/2025 will result in reduced benefits absent change in control |
| Employment contract | None disclosed for BJ North (company has an employment agreement only with CEO) | N/A | N/A |
- Non-compete/non-solicit: Not disclosed for BJ North .
- Clawbacks: Company describes clawback applicability for CEO; broader policy references not specifically applied to BJ North in filings .
Performance & Track Record
| Metric | 2024 | 2023 | 2022 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $149.78 | $127.28 | $111.19 |
| Net Income ($ thousands) | $28,619 | $29,776 | $26,444 |
- Company highlighted strong execution: digital lending process enhancements, SBA production, and securities portfolio restructure to improve interest income; broader organizational initiatives during North’s tenure as CBO .
- Section 16(a) timeliness: Company noted inadvertent late Form 4 filings by current directors and executives for option/RSU grants in 2024; no enforcement actions disclosed .
Compensation Structure Analysis
- Cash vs equity mix: For BJ North, 2024 total comp comprised salary ($293k), cash incentive ($115.6k), and option grant fair value ($31.5k); no stock awards in 2023–2024, consistent with use of stock options rather than RSUs .
- Incentive design: EVP cash incentives predominantly tied to ROA percentile vs peers with secondary weights to goals and metrics, reinforcing pay-for-performance .
- Option awards cadence: Options granted 2022 and 2024 with multi-year vesting; no option repricing or RSU grants to NEOs disclosed, mitigating repricing risk .
Equity Ownership & Alignment (Summary)
- Low direct beneficial ownership (<1%), with holdings primarily through exercisable options (alignment via option value tied to stock price) .
- Anti-hedging policy enhances alignment; no pledging disclosed, reducing collateralization risk .
Vesting Schedules and Insider Selling Pressure
- Options vesting detail: 2019 grant vests 25% annually from 10/21/2020; 2022 grant vests 20% annually from 08/16/2023; 2024 grant vests 20% annually from 02/21/2025 .
- Retirement effective 7/15/2025 may lead to exercise decisions around vested options; salary continuation benefits would be reduced absent change in control if retiring before 3/31/2026, potentially lowering financial incentive to delay retirement .
Compensation Peer Group and Say-on-Pay
- Peer group methodology: NEI peer comparisons based on ROA vs commercial banks with assets $1–$3B as of 9/30/2024 .
- Say-on-Pay frequency: Board recommends annual say-on-pay going forward; historical triennial preference noted from 2019 vote context .
- Say-on-Pay outcomes: Specific shareholder approval percentages not disclosed in reviewed filings .
Equity Ownership & Alignment Compliance
- Director ownership guidelines are disclosed; executive officer ownership guidelines are not disclosed in proxies reviewed .
Employment & Contracts
- No individual employment or severance agreement for BJ North; benefits governed by the salary continuation agreement and standard Company policies .
Investment Implications
- Near-term transition risk: Announced retirement on July 15, 2025 introduces leadership transition in core banking operations; monitor succession disclosures and any interim incentives or retention actions for key lieutenants .
- Alignment: Low direct share ownership and option-based exposure moderate alignment; anti-hedging policy supports long-term orientation; no pledging disclosed reduces risk of forced selling .
- Incentive sensitivity: Cash bonuses are strongly linked to ROA percentile vs peers and objective metrics, creating performance-sensitive pay that should dampen discretionary payouts if profitability weakens .
- Change-of-control economics: Full vesting of salary continuation benefits upon termination within 24 months post-change-in-control could influence executive behavior in M&A scenarios (e.g., pending Cornerstone Community Bancorp acquisition plans), though equity award vesting acceleration terms for NEOs are not specified beyond options schedules .