Heidi O’Gara
About Heidi O’Gara
Heidi Seevers O’Gara (age 61) has served as an independent director of Plumas Bancorp since 2019. She is a former Nevada state senator (2016–2024), previously served in the state assembly (2004–2010), was Chief of Staff to Governor Brian Sandoval (2011–2012), and later Executive Director of External Relations at the University of Nevada, Reno; she holds a B.S. in engineering from Santa Clara University and an MBA from the University of Nevada, Reno .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nevada Legislature | State Senator (part-time) | 2016–2024 | Elected floor minority leader; policy work in business, education, workforce, energy |
| Nevada Legislature | State Assembly (part-time) | 2004–2010 | Elected floor minority leader; legislative leadership |
| State of Nevada | Chief of Staff to Governor Brian Sandoval | Jan 2011–Sep 2012 | Executive branch leadership; cross-agency coordination |
| University of Nevada, Reno | Executive Director of External Relations | Post-2012 | Led economic development efforts; regional stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Economic Development Authority of Western Nevada (EDAWN) | Board representative (on behalf of UNR) | Not disclosed | Regional economic development focus |
| Downtown Reno Partnership | Board representative (on behalf of UNR) | Not disclosed | Urban development and business district engagement |
| Public Company Boards | None | — | No other public company directorships or SEC-reporting boards |
Board Governance
- Independence: Determined independent under NASDAQ rules; non-employee director .
- Committees: Member, Audit & Risk Committee (Chair: Robert J. McClintock). Committee oversees auditor selection, audit pre-approvals, and enterprise risk management .
- Attendance: Board met 16 times in 2024; no director attended less than 75% of Board/committee meetings. All nine then-current directors attended the 2024 annual meeting .
- Leadership: Board separates Chairman (independent) and CEO roles; Chairman is Daniel E. West .
Fixed Compensation
Director compensation (year ended Dec 31, 2024):
| Component | Amount |
|---|---|
| Cash Retainer | $48,000 |
| Other Compensation (device allowance) | $480 |
| Total Cash/Other | $48,480 |
Program structure:
- Standard monthly fee: $4,000; committee chairs (Audit & Risk, Loan) $4,450/month; Board Chair $4,875/month .
- Device allowance: $40/month to access board materials .
Performance Compensation
Equity awards (2024):
| Component | Amount | Grant Details |
|---|---|---|
| Option Awards (grant-date fair value) | $31,444.44 | Company granted 3,400 options (strike $34.07) to each of four directors on Feb 21, 2024; three directors also received 1,011 RSUs at $34.07 (vested Feb 21, 2025); one director received 435 restricted shares at $46.04 on Dec 18, 2024 . |
Plan features:
- 2022 Equity Incentive Plan permits options, restricted stock, RSUs; options priced at fair market value, max vesting five years, 10-year term; 362,882 shares remained available as of Dec 31, 2024 .
- Company avoids granting equity during closed trading windows; does not time awards around material disclosures .
Performance metrics for directors: None disclosed; director equity awards are time-based (no TSR/financial metric link disclosed) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public Company Interlocks | None; no director serves as a director of any SEC-reporting company or registered investment company |
| Related-Party Banking | Company engages in ordinary-course banking transactions with directors/families on market terms; no unfavorable features per management |
Expertise & Qualifications
- Technical: Engineering background; policy and executive leadership experience spanning business, education, economic development, workforce training, energy .
- Governance: Legislative floor minority leader roles; executive branch Chief of Staff; university external relations leadership .
- Regional knowledge: Deep ties to Northern Nevada economic ecosystem .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership | 10,715 shares (includes derivatives within 60 days) | |
| % of Shares Outstanding | <1% (starred per proxy) | |
| Options Exercisable (Mar 25, 2025) | 5,480 shares | |
| Options Exercisable (Dec 31, 2024) | 4,800 shares | |
| Stock Ownership Guidelines | Must hold/vote ≥$150,000; new directors have 36 months; all other directors meet guidelines (includes O’Gara) | |
| Hedging/Short Sales Policy | Hedging and short sales prohibited for directors/officers/employees |
No disclosure of pledged shares or hedging by director; pledging policy not specified in proxy .
Governance Assessment
- Board effectiveness: O’Gara brings legislative and executive experience with economic development orientation, contributing to risk oversight as an Audit & Risk Committee member; attendance thresholds met by all directors, and independence affirmed .
- Alignment: Meets stock ownership guidelines; equity awards are time-based under shareholder-approved plan; cash retainer is modest relative to peers for community banks .
- Compensation and incentives: Director pay tilted toward fixed cash plus modest option awards; no performance-linked metrics for directors, reducing pay-for-performance alignment but consistent with community bank governance norms .
- Conflicts: No public-company interlocks; related-party banking conducted on market terms; no specific related-party transactions attributed to O’Gara .
RED FLAGS
- Section 16(a) compliance lapse: O’Gara filed a late Form 5 for six dividend reinvestment acquisitions totaling 103 shares from 2023 (she was unaware). While minor, repeat lapses could undermine investor confidence if they recur .
- Director Retirement Agreement: Fee continuation of up to $15,000 per year for 15 years post-retirement, with change-in-control eligibility. Such post-service benefits can be viewed as entrenchment risk if not tightly governed .
Director Retirement Agreements (O’Gara)
| Term | Detail |
|---|---|
| Annual Benefit | Up to $15,000 per year |
| Duration | 15 years post-retirement |
| Death Benefit | Lump sum equal to accrual balance to beneficiary |
| Disability | Fee continuation at reduced amount based on service |
| Change-in-Control | Eligible to receive full fee continuation upon termination post-CIC |
Insider Filings and Trades
| Date/Type | Detail |
|---|---|
| 2023 Dividend Reinvestments | Six acquisitions totaling 103 shares; reported later via Form 5 due to unawareness |
Notes on Committee Structure and Risk Oversight
- Audit & Risk Committee oversees auditor selection, audit pre-approvals, internal/external audit reviews, and enterprise risk management; O’Gara is a committee member; financial expert designation is held by McClintock (Chair) .
- Corporate Governance & Compensation Committee sets director compensation, reviews CEO/executive compensation, and nominates directors; committee independence affirmed (membership not enumerated in proxy) .