Robert McClintock
About Robert J. McClintock
Robert J. McClintock, age 67, is Vice Chairman of the Board at Plumas Bancorp and has served as a director since 2008. He is a retired Certified Public Accountant with a B.S. in Business Administration from Michigan Technological University; the Board has determined he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| McClintock Accountancy Corporation (Tahoe City, CA) | Co-owner (retired) | Prior occupation cited in proxy | Provided CPA-level financial expertise relevant to financial reporting oversight |
| 305 West Lake Blvd, LLC | Co-owner | Ongoing/Outside business interest | Disclosed as outside business; no related-party transaction disclosed |
| Kiwanis Club of North Lake Tahoe | Treasurer; previously President | Community leadership | Financial stewardship; board service |
| Tahoe Truckee Excellence in Education Foundation | Advisory Board member; previously Treasurer | Community/education nonprofit | Financial oversight experience |
External Roles
| Category | Organization | Role | Public/Private | Notes |
|---|---|---|---|---|
| Public company directorships | None | — | — | Proxy states no director serves on other public company boards |
| Nonprofit/community | Kiwanis Club of North Lake Tahoe | Treasurer; past President | Nonprofit | Community leadership; governance experience |
| Nonprofit/community | Tahoe Truckee Excellence in Education Foundation | Advisory Board; past Treasurer | Nonprofit | Education-focused; financial oversight |
Board Governance
- Independence: The Board determined Mr. McClintock is independent under Nasdaq standards.
- Committee assignments and roles: Chair, Audit & Risk Committee; committee members listed as McClintock (Chair), Ascuaga, O’Gara, and Patel. He is also Vice Chairman of the Board.
- Financial expertise: Designated by the Board as an “audit committee financial expert” with accounting/financial management expertise.
- Attendance: In 2024, the Board met 16 times; no director attended less than 75% of their Board and committee meetings.
- Leadership structure: Independent Board Chair separate from the CEO role.
- Risk oversight: Audit & Risk Committee has primary oversight of enterprise risk; other committees address risks within their remit.
- Anti-hedging: Insider trading policy prohibits short sales and hedging transactions by directors.
- Ownership guidelines: Directors must maintain at least $150,000 in PLBC stock; all directors other than newly appointed Patel (by Feb 2027) and Foster (by Feb 2028) meet the guideline—McClintock meets the requirement.
Fixed Compensation (Director – 2024)
| Component | Amount | Structure/Notes |
|---|---|---|
| Fees earned or paid in cash | $53,400 | Audit & Risk Committee Chair retainer set at $4,450/month in 2024 ($4,000/month for non-chairs; $4,875/month for Board Chair) |
| All other compensation | $480 | $40/month device allowance to access board materials |
| Total cash-related compensation | $53,880 | Sum of cash and other compensation |
- Meeting fees: Not applicable (compensation structured as monthly retainers, not per-meeting).
Performance Compensation (Director Equity – 2024)
| Award Type | Grant Date | Quantity | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock Units (RSUs) | Feb 21, 2024 | 1,011 | $34,444.77 | Vested in full on Feb 21, 2025 | Three directors received 1,011 RSUs at $34.07; McClintock’s stock award line matches this value |
| Stock Options | — | — | $0 | — | No option grant reported for McClintock in 2024; four directors received 3,400 options at $34.07 strike (not identified as McClintock) |
Additional equity context:
- As of Dec 31, 2024, McClintock held 7,300 exercisable options (from prior grants).
Other Directorships & Interlocks
| Type | Company/Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company | None | — | None (proxy confirms no directors serve on other public company boards) |
| Private/other | 305 West Lake Blvd, LLC | Co-owner | Outside interest disclosed; no specific related-party transaction disclosed |
Expertise & Qualifications
- Retired CPA with strong accounting and financial skills supporting oversight of financial reporting and enterprise risk; designated audit committee financial expert.
- Vice Chairman of the Board; seasoned director since 2008 with community and nonprofit board leadership (treasurer/president roles).
Equity Ownership (as of record date March 25, 2025)
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 112,683 | Includes 7,300 options exercisable within 60 days; shared voting/investment power over 55,749 shares |
| Percent of shares outstanding | 1.9% | 5,920,083 shares outstanding as of Mar 25, 2025 |
| Options exercisable (within 60 days) | 7,300 | Included in beneficial ownership per SEC rules |
| Ownership guideline compliance | Meets | Directors required to hold $150,000+ in PLBC; McClintock meets the guideline |
| Hedging/pledging | Hedging prohibited; no pledging policy disclosed | Insider policy bans short sales/hedging; no specific pledging disclosure in proxy |
Governance Assessment
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Strengths
- Audit chair with CPA credentials and “financial expert” designation enhances audit quality and risk oversight; independence affirmed by the Board.
- Solid engagement: Board met 16 times in 2024 with no director below 75% attendance; independent chair structure supports oversight.
- Ownership alignment: 1.9% beneficial ownership and compliance with director ownership guideline; anti-hedging policy in place.
-
Potential concerns and monitoring items
- Director retirement (fee continuation) agreement provides up to $15,000 per year for 15 years post-retirement, with change-in-control eligibility—may be viewed by some investors as entrenching or as an independence risk if not carefully overseen.
- Section 16 filing timeliness: All current directors, including McClintock, missed one Form 4 filing in 2024 related to option/RSU grants; management characterized as inadvertent.
- Related-party banking: Company discloses ordinary-course banking with directors/affiliates on market terms—continue to monitor for any director-specific exposures.
-
Director compensation mix (signal)
- Mix of fixed cash retainer plus annual equity (RSUs in 2024) supports alignment; no 2024 option award to McClintock, though he holds exercisable options from prior grants.
RED FLAGS to track:
- Fee continuation and change-in-control benefits for directors (scrutinize in context of independence).
- Any future Section 16 reporting delays.
- Any emergence of director-specific related-party transactions beyond ordinary-course banking.