Kevin Foster
About Kevin Foster
Kevin Foster (age 63) is an independent director of Plumas Bancorp (PLBC), appointed January 15, 2025. He is a retired banking and technology executive with 40+ years’ experience across lending, technology, cybersecurity, data, consulting, and sales, most recently as a Managing Director at Ernst & Young; prior employers included Teradata Corporation and Bank of America. He holds a B.S. in Finance from San Jose State University and resides in Lake Tahoe and Lafayette, CA. He retired in 2023 and joined PLBC’s board in 2025 as an independent director.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Managing Director | Retired in 2023 | Led banking-focused transformation, efficiency, and compliance initiatives in technology and risk domains |
| Teradata Corporation | Executive roles (data/technology) | Not disclosed | Brought data and technology expertise relevant to bank digitization |
| Bank of America | Banking roles | Not disclosed | Lending and banking operations background |
External Roles
| Organization | Role | Tenure/Date | Notes |
|---|---|---|---|
| Junior Achievement | Board member (prior) | Not disclosed | Community engagement |
| Glide Memorial (San Francisco) | Volunteer | Ongoing | Community service |
| Chambers Landing Recreation Association | Board member | Not disclosed | Lake Tahoe community leadership |
| Chamberland Beach & Mountain Club | Board member | Not disclosed | Community leadership |
| Chambers Pier Association | Board member | Not disclosed | Community leadership |
| Firewise USA (Homewood, CA) | Spearheaded fire-safety recognition | Not disclosed | Local safety initiative |
Board Governance
- Independence: The Board determined Mr. Foster is independent under NASDAQ listing standards.
- Committee assignments: Upon appointment, the Board had not yet assigned Mr. Foster to any Board committees; the Audit & Risk Committee report lists members (McClintock, Ascuaga, O’Gara, Patel), which does not include Foster.
- Board structure and oversight: The Board separates the roles of independent Chairman (Daniel E. West) and CEO; the Audit & Risk Committee has primary responsibility for enterprise risk management with reporting to the full Board.
- Attendance culture: In 2024, the Board met 16 times and no director attended less than 75% of Board and committee meetings (Foster was not yet a director in 2024).
2025 Director Election Outcome (Shareholder Support)
| Nominee | For | Withheld/Against | Broker Non-Votes |
|---|---|---|---|
| Kevin Foster | 3,423,195 | 20,008 | 1,284,757 |
Fixed Compensation
| Component | Terms/Amount | Notes |
|---|---|---|
| Standard non-employee director monthly fee | $4,000/month | 2024 schedule (applies to non-employee directors) |
| Audit & Risk or Loan Committee Chair fee | $4,450/month | 2024 schedule |
| Board Chair fee | $4,875/month | 2024 schedule |
| Device stipend | $40/month | 2024 schedule |
| Foster’s 2024 director compensation | N/A | Joined Board in 2025; no 2024 compensation |
| Foster’s compensation framework upon appointment | “Standard compensation received by non-employee directors” | As disclosed in appointment 8‑K |
Performance Compensation
| Award Type (Directors) | Grant Details | Vesting/Terms | Notes |
|---|---|---|---|
| Stock options (2024 program) | 3,400 options granted to each of four directors on 2/21/2024 at $34.07 strike | 10-year life; 20% per year beginning 2/21/2025 | Illustrates equity mix for directors; Foster joined in 2025 and had 0 options in 2024 |
| RSUs (2024 program) | 1,011 RSUs granted to three directors at $34.07 on 2/21/2024 | Vested in full 2/21/2025 | Time-based vesting |
| Restricted Stock (2024) | 435 shares at $46.04 on 12/18/2024 (one director) | Vested 12/31/2024 | One-off grant |
| Equity plan capacity | 2022 Equity Incentive Plan: 576,550 shares authorized; 362,882 available at 12/31/2024 | Options priced at FMV; max 10-year term; employee options max 5-year vesting | Covers directors, executives, employees |
No Foster-specific equity awards are disclosed for 2024 (pre-appointment). The appointment 8‑K indicates he will receive standard non-employee director compensation; the 2025 proxy does not list any Foster-specific equity grants.
Other Directorships & Interlocks
- Public company boards: The proxy states no director of Plumas Bancorp serves as a director of any SEC-reporting company (no public interlocks), which applies to Foster.
- Private/non-profit/association boards: See External Roles table (community boards; Junior Achievement; no disclosed commercial interlocks with PLBC’s customers/suppliers).
Expertise & Qualifications
- Banking, lending, technology, cybersecurity, and data expertise with a track record in transformation, efficiency, and compliance.
- Education: B.S. in Finance (San Jose State University).
- Community leadership in Lake Tahoe and broader Northern California/Nevada markets, aligning with PLBC’s footprint.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 1,000 shares (less than 1% of outstanding) as of March 25, 2025 record date |
| Shares outstanding (context) | 5,920,083 common shares outstanding as of March 25, 2025 |
| Options (exercisable) | 0 shares exercisable as of 12/31/2024 (pre-appointment) |
| Ownership guideline | Directors must own or control PLBC stock valued at ≥$150,000; new directors have 36 months to comply |
| Foster’s guideline deadline | February 2028 (36 months from 2025 appointment) |
| Pledging/Hedging | Anti-hedging policy prohibits short sales and hedging transactions by directors; no pledge disclosures specific to Foster |
Governance Assessment
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Strengths
- Independent director with deep technology/cybersecurity and lending experience—skills are accretive to PLBC’s digitization, risk management, and credit oversight efforts.
- Strong shareholder support at 2025 annual meeting (3.42M votes for; minimal withholds), supporting investor confidence.
- Board separation of Chair and CEO enhances oversight; Audit & Risk Committee has explicit enterprise risk remit.
- Stock ownership guidelines enforce alignment; Foster has until Feb 2028 to reach $150k ownership threshold.
- Anti-hedging policy aligns director incentives with long-term shareholders.
-
Watch items / potential red flags
- Committee assignments were not made at the time of Foster’s appointment and he was not listed on the Audit & Risk Committee report; investors should monitor his committee placement for optimal utilization of his cyber/tech risk domain expertise.
- Initial ownership (1,000 shares) is below the $150,000 guideline level; monitor progress toward compliance by February 2028.
- Board-level Section 16(a) filing timeliness: the company disclosed that all current directors/executives who held positions during 2024 inadvertently filed one Form 4 late related to option/RSU grants; although Foster was not a director in 2024, the process weakness bears watching.
- Related-party transactions: The company discloses ordinary-course loans to directors/affiliates on market terms; no Foster-specific related-party transactions are disclosed.
-
Say-on-Pay/Sentiment context
- 2025 Say-on-Pay received strong support (For: 3,303,076; Against: 90,377; Abstain: 49,750), and shareholders selected an annual frequency for future Say-on-Pay (One Year: 3,107,110), suggesting overall positive sentiment toward governance and pay practices.