Daniel West

About Daniel E. West

Daniel E. West, age 71, is Chairman of the Board of Plumas Bancorp and has served as a director since 1997. He is President of Graeagle Land & Water Company and Graeagle Water Company, and a managing member of Graeagle Timber Company, LLC. He holds a B.S. in Business Administration from the University of the Pacific and is identified by the board as an independent director under NASDAQ standards .

Past Roles

External Roles

Board Governance

• Structure and independence: The board separates the Chairman and CEO roles and asserts this serves shareholders; West is Chairman, independent, with CEO duties separate .
• Attendance: In 2024, the board met 16 times; no director attended less than 75% of board and committee meetings .
• Committees:
  • Audit & Risk Committee: Members—Robert J. McClintock (Chair), Michonne R. Ascuaga, Heidi S. O’Gara, Sushil A. Patel; West is not listed as a member .
  • Corporate Governance & Compensation Committee: Committee responsibilities disclosed; membership not enumerated in the filing; independence of members affirmed generally .
• Board refreshment: Tenure spans less than one to 28 years in 2025, supporting both refreshment and continuity .

Fixed Compensation

• Director fee schedule: Non-employee directors received $4,000/month; Audit & Risk and Loan Committee chairs $4,450/month; Board Chair $4,875/month .

Performance Compensation

• Equity program governance: 2022 Equity Incentive Plan authorizes options, restricted stock, and RSUs; options granted at closing price on grant date, with long-term vesting to align interests; director RSUs in 2024 carried one-year vesting .

Other Directorships & Interlocks

• Public company boards: No PLBC director serves on boards of companies subject to Exchange Act periodic reporting or registered investment companies; indicates no public company interlocks for West .
• Related parties and banking relationships: Directors and related entities are customers of the bank; loans/commitments made in the ordinary course, on market terms, with normal risk—management reports no unfavorable features .

Expertise & Qualifications

• Education: B.S. Business Administration, University of the Pacific .
• Domain expertise: Longstanding leadership in land management, water utility operations, and timber/resource management; extensive board service and community ties cited by the nominating committee as reasons for chairmanship .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent Chairman separate from CEO; clear oversight delineation .
  • West’s long tenure with deep community ties and multi-sector board experience supports stakeholder relationships in PLBC’s markets .
  • Attendance and committee cadence indicate engaged board processes; no attendance shortfalls .

• Watch items / potential investor confidence signals:

  • Post-retirement arrangements: West has a Director Retirement (fee continuation) Agreement providing up to $15,000/year for 12 years post-retirement and a Post-Retirement Consulting Agreement for $15,000/year over three years; while common for community banks, these arrangements can be viewed as entrenchment or potential independence constraints if not carefully governed .
  • Section 16 compliance: All current directors and executives inadvertently filed one late Form 4 for 2024 grants; although minor and corrected, procedural lapses warrant monitoring .
  • Related-party banking: Routine customer relationships with directors and their affiliates are disclosed as market terms; continued oversight of credit exposures remains prudent .

• Committees and expertise coverage: Audit & Risk Committee includes a designated financial expert (McClintock), but West is not listed as a member; Corporate Governance & Compensation oversight is active though membership is not detailed in the filing for 2025 .

• Overall: West exhibits alignment through material share ownership and option exposure, meets ownership guidelines, and is independent. Retirement/consulting benefits and late Section 16 filings are mild governance risks but currently appear controlled within disclosed policies and ordinary-course practices .

Insider Trades

• Filing timeliness: In 2024, each current director and executive inadvertently filed one late Form 4 related to option/RSU grants; Ms. O’Gara also filed a late Form 5 for small DRIP acquisitions in 2023; no specific transaction irregularities for West beyond the universal late Form 4 disclosure .

Director Compensation Detail (2024)

Retirement & Post-Retirement Agreements

• Director Retirement (Fee Continuation): Up to $15,000/year for 12 years post-retirement for West; change-in-control eligibility for full benefits upon termination; informally funded via single premium life insurance; hardship distribution permitted within accrued limits .
• Post-Retirement Consulting: $15,000/year for three years for retired directors, including West; death/disability and termination-for-cause provisions detailed .

Independence, Anti-Hedging, and Code of Ethics

• Independence: West is explicitly designated independent; majority of non-employee directors are independent .
• Anti-hedging policy: Prohibits short sales and hedging transactions by directors; policy filed as Exhibit 19 to 2024 Form 10-K .
• Code of Ethics: Corporate Governance Code of Ethics applies to directors and officers; available on company website .

Committee Charters and Risk Oversight

• Audit & Risk: Oversees enterprise risk management, pre-approves audit services, and monitors internal/external audit findings .
• Corporate Governance & Compensation: Oversees director and executive compensation, governance guidelines, nominations, and compensation risk .
• Board role in risk oversight includes regular committee reporting and regulatory compliance monitoring .

RED FLAGS

• Late Section 16 filings by all current directors/executives for 2024 grants (procedural) .
• Post-retirement fee continuation and consulting agreements (may raise entrenchment optics if not performance-linked) .