Michonne Ascuaga
About Michonne R. Ascuaga
Independent director and Secretary of the Board at Plumas Bancorp (PLBC). Director since 2019; age 63 as of the 2025 proxy. Former CEO of John Ascuaga’s Nugget with 30 years at the company (16 years as CEO prior to its 2013 sale), and former Commissioner of the Nevada State Gaming Commission (2015–2016). Education: B.S. in Mathematics, Santa Clara University; MBA, Stanford University. Known for extensive management experience, leadership, and strong community ties in PLBC’s markets.
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| John Ascuaga’s Nugget (hotel-casino) | CEO; 30-year career at the company | CEO for 16 years preceding the sale in 2013 | Led large operating business; deep operating experience relevant to bank customer base/community |
| Nevada State Gaming Commission | Commissioner | 2015–2016 | Regulatory oversight experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Nevada Western Heritage Alliance | Board member | Current |
The proxy states that no director serves on another public company board subject to Exchange Act reporting, implying no current public-company interlocks.
Board Governance
- Independence: The Board determined Ms. Ascuaga is independent under NASDAQ listing standards.
- Board role: Secretary of the Board (corporate officer role supporting board process and shareholder communications logistics).
- Committee assignments:
- Audit & Risk Committee member; committee chaired by Robert J. McClintock. The committee oversees ERM, internal/external audit, and auditor pre-approvals.
- Attendance and engagement:
- Board met 16 times in 2024; no director attended less than 75% of Board and committee meetings; nine directors attended the 2024 annual meeting.
- Leadership structure: Independent Chairman separate from CEO.
- Insider trading/hedging: Policy prohibits short sales and hedging transactions by directors, officers, and employees.
Fixed Compensation (Non-employee Director, FY2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees | $48,000 | Standard $4,000/month director retainer in 2024 (chairs received more; Board Chair higher). |
| All other compensation | $480 | $40/month device allowance. |
| Total cash/other | $48,480 | Sum of above. |
Director fee rates in 2024: $4,000/month; Audit & Risk and Loan Committee chairs $4,450/month; Board Chair $4,875/month.
Performance Compensation (Equity)
| Element | Grant/Status | Terms/Value | Notes |
|---|---|---|---|
| Stock options (2024 award) | Granted in 2024 | Fair value $31,444.44 (grant-date valuation) | On Feb 21, 2024, PLBC granted 3,400 options at $34.07 strike to four directors (proxy does not name the four). Ms. Ascuaga’s 2024 option award fair value is disclosed. |
| Options exercisable (as of 12/31/2024) | Outstanding | 4,800 shares exercisable | Director-level snapshot at year-end 2024. |
| Options acquirable within 60 days (as of 3/25/2025) | Outstanding/right-to-acquire | 5,480 shares | Included in beneficial ownership under SEC rules. |
| Equity plan framework | Plan-level | 2022 Equity Incentive Plan allows stock options, RS, RSUs; options granted at FMV; max vesting 5 years; 10-year term; 362,882 shares remained for grants as of 12/31/2024 | Director RSUs granted in 2024 vested over one year; timing practices designed to avoid grants around material disclosures. |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None (public companies) | Public | — | Proxy states no director serves on another Exchange Act–reporting company’s board. |
| Nevada Western Heritage Alliance | Non-profit | Director | Community involvement; not a public-company interlock. |
Expertise & Qualifications
- Operational leadership: 16 years as casino CEO; 30 years in hospitality operations.
- Regulatory: Former Nevada State Gaming Commission Commissioner.
- Education: B.S. Mathematics (Santa Clara Univ.), MBA (Stanford).
- Board skills emphasized by PLBC: management experience, leadership, and knowledge of the communities PLBC serves.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Michonne R. Ascuaga | 10,987 | <1% | Includes 5,480 shares acquirable by option exercise within 60 days of Mar 25, 2025. |
| Shares outstanding (record date) | 5,920,083 | — | For context (record date Mar 25, 2025). |
- Stock ownership guidelines: Directors must own/vote PLBC stock valued at $150,000 or more (measured at time of investment); new directors have 36 months to comply. All directors other than new 2024/2025 appointees meet the guideline, implying Ms. Ascuaga meets it.
- Hedging/pledging: Anti-hedging policy in place; the beneficial ownership disclosures for Ascuaga do not indicate any pledging annotations.
Related Party / Potential Conflicts
- Banking relationships: Directors/executives and their immediate families (and associated companies) have, and may continue to have, ordinary-course banking transactions; management states these were on substantially the same terms as for non-affiliated customers and did not involve abnormal risk or unfavorable features.
Director Compensation (Detail, FY2024)
| Name | Fees Earned (Cash) | Stock Awards | Option Awards (Grant-Date Fair Value) | Non-Equity Incentive | All Other | Total |
|---|---|---|---|---|---|---|
| Michonne R. Ascuaga | $48,000 | N/A | $31,444.44 | N/A | $480 | $79,924.44 |
| Footnotes | $40/month device allowance | |||||
Attendance and Committee Work
| Metric | 2024 |
|---|---|
| Board meetings held | 16 |
| Attendance threshold | No director <75% of Board+committee meetings |
| Audit & Risk Committee membership | McClintock (Chair), Ascuaga, O’Gara, Patel |
Risk Indicators & Red Flags
- Section 16(a) filing timeliness: Each current director/executive holding positions during 2024, including directors, inadvertently filed one Form 4 late related to option/RSU grants; one director (O’Gara) had an additional Form 5 delay for prior-year DRIP transactions. Procedural compliance item to monitor.
- Director retirement (fee continuation) agreements: For Ascuaga and other long-tenured non-employee directors, benefit provides up to $15,000 per year for 15 years post-retirement; change in control eligibility upon termination of service. While not unusual for community banks, it is an additional long-dated benefit that can be viewed as entrenchment risk by some investors.
Compensation Structure Observations
- Mix: Director pay comprised of cash retainers plus annual equity (options in 2024; some peers received RSUs). Ms. Ascuaga’s 2024 equity compensation was entirely options, aligning pay with share-price outcomes without guaranteed value.
- Equity plan safeguards: Options at FMV; disciplined grant timing (avoidance of grants around material filings); vesting and term structures intended to align with long-term performance.
Governance Assessment
-
Positives
- Independent director with strong operating/regulatory background and local market connectivity; serves on Audit & Risk Committee, supporting oversight of financial reporting and ERM.
- Solid board engagement: no director below 75% attendance; independent Chair separate from CEO enhances oversight.
- Ownership alignment: Meets director ownership guideline; meaningful options outstanding; anti-hedging policy in place.
-
Watch items
- Section 16(a) Form 4 timeliness lapses (one late filing across current directors in 2024); monitor for recurrence.
- Director retirement (fee continuation) agreement (up to $15,000/year for 15 years) adds non-performance benefit; common in community banks but may draw scrutiny on pay-for-service alignment.
- Ordinary-course insider banking relationships are disclosed; management asserts arms-length terms—continue monitoring related-party disclosures for any changes.