Steven Coldani
About Steven M. Coldani
Independent director of Plumas Bancorp since 2013; age 71. A licensed real estate broker and president/owner of Coldani Realty Inc. (Lodi, CA), co-owner of Graeagle Associates Realtors (since 1992), and managing member of Coldani Farming, LLC and Coldani Olive Ranch, LLC. Holds a B.S. in Business and Public Administration from the University of the Pacific. The Board classifies him as independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coldani Realty Inc. | President, Owner/Broker | Not disclosed | Real estate market expertise in operating regions |
| Graeagle Associates Realtors | Co-owner | Since 1992 | Community and real estate market ties |
| Coldani Farming, LLC | Managing Member | Not disclosed | Agricultural operations; diversified crops and livestock |
| Coldani Olive Ranch, LLC | Managing Member | Not disclosed | Agricultural/olive operations |
| California Association of Realtors | Past Director | Not disclosed | Industry/trade association governance experience |
| Community Business Bank | Past Board Service | Not disclosed | Prior bank board experience |
External Roles
| Organization | Capacity | Status/Notes |
|---|---|---|
| Lodi District Chamber of Commerce | Member | Community/business engagement |
| Lodi Association of Realtors | Member | Local real estate network |
| Plumas Association of Realtors | Member | Regional real estate network |
| Tahoe-Sierra Board of Realtors | Member | Regional real estate network |
Board Governance
- Independence: Classified as an independent, non-employee director by the Board.
- Tenure: Director since 2013 (continuously nominated).
- Attendance: In 2024, no director attended less than 75% of Board and committee meetings to which they were assigned.
- Committee assignments: Not listed among Audit & Risk Committee members (McClintock—Chair, Ascuaga, O’Gara, Patel). Corporate Governance & Compensation Committee membership not enumerated in the proxy.
- Board leadership: Independent Chair structure (Chair separate from CEO).
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 53,400 | N/A | 480 | 85,324.44 |
| 2023 | 53,400 | N/A | 480 | 53,880 |
Notes:
- Monthly cash retainers in 2024: non-employee directors $4,000; Audit & Risk and Loan Committee chairs $4,450; Board Chair $4,875.
Performance Compensation
| Grant/Instrument | Grant Date | Quantity | Strike/Price | Grant Date Fair Value ($) | Vesting/Expiration |
|---|---|---|---|---|---|
| Stock options | Feb 21, 2024 | 3,400 (company granted to four directors) | 34.07 | 31,444.44 (Coldani’s option award value) | Vesting terms for director options not specified; options generally expire no more than 10 years under plan |
| RSUs/Stock awards (director) | 2024 | — | — | — | RSUs were granted to three directors in 2024; none shown for Coldani (Stock Awards N/A) |
Additional option context:
- Exercisable options held by Coldani as of 12/31/2024: 7,300 shares.
Other Directorships & Interlocks
| Category | Company/Organization | Role | Status |
|---|---|---|---|
| Public company boards | — | — | None; no PLBC director serves on other public company boards per proxy disclosure |
| Prior public/private boards | Community Business Bank | Director | Prior service (dates not disclosed) |
| Trade/industry bodies | California Association of Realtors | Past Director | Prior role |
Expertise & Qualifications
- Real estate brokerage and market knowledge across PLBC’s operating geographies; agricultural business operations (diversified crops, olives, livestock) supporting credit and collateral understanding.
- Prior bank board experience (Community Business Bank) and industry association leadership (California Association of Realtors).
- Community engagement through multiple regional realtor associations and chambers.
Equity Ownership
| Data point (as of Mar 25, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares) | 28,782 |
| Percent of class | <1% (asterisk per proxy table) |
| Shared voting/investment power | 14,139 shares |
| No voting power | 1,780 shares |
| Options exercisable within 60 days | 7,980 shares |
| Shares outstanding (context) | 5,920,083 |
| Director ownership guideline | $150,000 minimum; Coldani meets guidelines (applies to all directors except new appointees) |
Note: The proxy does not indicate any pledged shares; no pledging disclosure appears in the beneficial ownership table.
Governance Assessment
Key positives
- Independence and engagement: Classified independent; attendance at or above the 75% threshold in 2024; long local-market experience adds operational insight to board debates.
- Ownership alignment: Meets director stock ownership guideline ($150,000); meaningful direct/indirect holdings with additional vested options.
- Balanced board leadership: Independent chair structure separates oversight and management roles.
Watch items / potential conflicts
- Related-party exposure: The company discloses that directors and their related entities are customers and may have loans with the bank; management asserts terms are market-based and within regulatory norms. Given Coldani’s real estate and farming interests, ordinary-course banking relationships could exist; continued monitoring of related-party lending is prudent.
- Post-service benefits: Director Retirement (fee continuation) Agreement provides up to $15,000 per year for 15 years post-retirement and certain death/CIC benefits; while standard for some community banks, such arrangements can be viewed as entrenchment risk if not carefully overseen.
- Filing timeliness: The company reports that each current director and executive (including Coldani) inadvertently filed one Form 4 late in 2024 for option/RSU grants; O’Gara also had a late Form 5 for dividend reinvestments—an administrative red flag to tighten compliance processes.
Compensation structure observations
- Shift toward equity in 2024: Unlike 2023 (cash-only for Coldani), 2024 included option awards (~$31.4k grant-date value), signaling increased at-risk, performance-aligned pay for directors via stock options (strike at fair market value). RSUs were granted to some peers but not to Coldani. No evidence of option repricing or preferential terms.
Director-specific governance snapshot
- Committee roles: Not on Audit & Risk Committee per membership list; other committee assignments not specified in the proxy. Absence from Audit & Risk places emphasis on his contributions in credit/loan and governance areas given industry background.
- Say-on-Pay/Shareholder input context: Board now recommends annual say-on-pay frequency (previously triennial based on 2019 vote), indicating responsiveness to governance norms; relevant as directors oversee compensation and investor engagement.
Fixed Compensation (Detail)
| Component (2024) | Amount ($) |
|---|---|
| Cash retainer/fees | 53,400 |
| All other compensation (tech allowance) | 480 |
Performance Compensation (Detail)
| Component | Detail |
|---|---|
| Option awards (2024) | $31,444.44 grant-date fair value; company granted 3,400 options at $34.07 to each of four directors on Feb 21, 2024 (director-level vesting terms not specified in proxy) |
| Equity plan parameters | Company’s equity plans allow only at-market exercise price; general option life ≤10 years; director RSUs in 2024 had one-year vesting (applies to recipients listed broadly) |
Other Directorships & Interlocks (Detail)
| Type | Organization | Role | Status |
|---|---|---|---|
| Public company | — | — | None disclosed for any PLBC director |
| Private/banking | Community Business Bank | Director | Past |
| Trade association | California Association of Realtors | Director | Past |
Equity Ownership (Detail)
| Measure | Shares/Status |
|---|---|
| Beneficial ownership | 28,782 shares |
| Shared voting/investment | 14,139 shares |
| No voting power | 1,780 shares |
| Options exercisable (≤60 days) | 7,980 shares |
| Percent of class | <1% (proxy asterisk) |
RED FLAGS
- Section 16(a) reporting: All current directors, including Coldani, filed one Form 4 late for 2024 grants; additional Form 5 lapse for O’Gara’s dividend reinvestments. Tighten compliance controls.
- Director Retirement Agreement: 15-year fee continuation (up to $15,000/year) plus CIC triggers and death benefits; monitor independence optics and disclosure as the bank scales.
- Related-party banking: Directors’ and affiliates’ ordinary-course loans disclosed; maintain scrutiny on terms and aggregate exposures for perceived conflicts.