Anthony Leggio
About Anthony L. Leggio
Anthony L. Leggio (age 72) is an independent director of TriCo Bancshares (TCBK) since 2022. He serves on the Risk Committee and the Community Reinvestment Act (CRA) committee of the Bank, bringing legal, real estate development, agribusiness, and investment management expertise; he previously served as a director of Valley Republic Bancorp and Valley Republic Bank since 2008 prior to TriCo’s acquisition in March 2022 . The Board has affirmatively determined his independence under Nasdaq standards, with specific review of a lease relationship involving Bolthouse Properties LLC (see Related Party section) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wm Bolthouse Farms | Vice President & General Counsel | Jul 2001 – Dec 2005 | Legal leadership; governance and compliance |
| Bakersfield-area law firm | Managing Partner | ~25 years (prior to 2001) | Law firm leadership; M&A and corporate matters |
| Valley Republic Bancorp / Valley Republic Bank | Director | 2008–Mar 2022 (TriCo acquisition) | Community banking oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tejon Ranch Company (NYSE: TRC) | Director; Audit Committee Chair; member of Executive and Real Estate Committees | Since 2012 | Audit chair responsibilities; real estate and executive oversight |
| Private company boards (Central & Southern CA) | Director | Various | Farming, auto, manufacturing sector boards |
Board Governance
- Committee memberships: Risk Committee member; CRA Committee (Bank-level) member .
- 2024 committee meeting cadence: Risk (4); CRA (4). Average board/committee attendance by nominees was ~97% in 2024; no nominee attended less than 75% of assigned meetings .
- Independence: Board determined Leggio is independent under Nasdaq rules despite a legacy lease with Bolthouse Properties LLC; see Related Party Transactions .
- Stock ownership guidelines: Directors must own ≥3x annual retainer within five years; all directors met guidelines as of Dec 31, 2024 .
- Over-boarding restriction: Max 4 public company boards; Board is independent-led; all committees chaired by independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $52,500 | Non-employee director retainer |
| Additional Chair Fees | $0 | Chairs receive $15,000 (Audit, Lead Director), $10,000 (Risk, Comp, IT/Cyber), $7,500 (Nominating, CRA); Leggio is not a chair |
| Meeting Fees | $0 | TriCo does not pay per-meeting fees |
| Other Compensation | $0 | No split-dollar/long-term care benefits disclosed for Leggio |
| Total Cash + Other | $52,500 | — |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Terms |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 23, 2024 | 2,087 | $77,574 | Vests in full May 23, 2025 | Dividends accrue as additional RSUs; vest only with underlying award |
| RSUs outstanding at 12/31/24 | — | 2,137 | — | — | Includes dividend equivalents |
- Directors receive time-based RSUs; no director PSUs or option awards were granted in 2024, and no performance metrics are tied to director equity awards .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock Considerations |
|---|---|---|---|
| Tejon Ranch (TRC) [NYSE] | Diversified real estate & agribusiness | Audit Chair; Exec & Real Estate Committees | No disclosed TriCo-TRC transactions; monitor for banking relationships or credit exposure in future filings |
| Private boards | Farming, auto, manufacturing | Director | Monitor for related party exposure with TriCo customers |
Expertise & Qualifications
- Legal and governance: Licensed attorney; former law firm managing partner; VP & General Counsel of Wm Bolthouse Farms .
- Real estate & investment: President/Manager Bolthouse Properties LLC (commercial/residential development) and Bolthouse Investments LLC (registered investment advisor) .
- Agribusiness and energy: Experience in agriculture and energy production; sustainability and conservation insight .
- Banking knowledge: Long-tenured community bank director (Valley Republic) .
Equity Ownership
| Ownership Detail | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 218,619 | |
| RSUs vesting within 60 days of record date | 2,154 | |
| Trusts (three family/retirement trusts) | 113,684 (included above) | |
| Shares held for family members (as trustee) | 27,780 (included above) | |
| Bolthouse Properties LLC | 75,000 (included above; Leggio is President/Manager and 5% owner; beneficial ownership disclaimed) | |
| Ownership % of outstanding | <1% (asterisk indicated) | |
| No hedging/pledging | Policy prohibits hedging, margin accounts, and pledges | |
| Director ownership guideline compliance | Met (≥3x retainer within 5 years; all directors in compliance as of 12/31/24) |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Sep 6, 2022 | Open market purchase | 2,700 | $45.80 | |
| May 3, 2022 | Open market purchase | 3,100 | $39.69 | |
| May 27, 2025 (filed) | Form 4 (period of report May 22, 2025) | — | — |
Note: The May 27, 2025 Form 4 filing confirms a report but transaction line-item details should be reviewed in the linked Form 4 documents for exact share counts and nature of transaction (e.g., RSU vesting/withholding) .
Related Party Transactions (Conflict Screening)
- Legacy lease: Bolthouse Properties LLC (President/Manager: Leggio) is landlord for a Tri Counties Bank branch in Bakersfield, CA; annual rent was $97,416 in 2024 and 2023, and $90,774 in 2022. The 10-year lease began in 2012; in 2022 the Bank exercised the first of four five-year options. The Board reviewed and still determined Leggio to be independent under Nasdaq rules .
- Governance controls: Nominating & Corporate Governance Committee reviews and approves related party transactions; annual questionnaires and independence determinations; loans to insiders follow Regulation O and are on market terms .
Director Compensation Program Context
- Structure: Annual cash retainer ($52,500 in 2024), plus chair retainers (Audit and Lead Independent Director $15,000; Risk/Comp/IT-Cyber $10,000; Nominating/CRA $7,500); no per-meeting fees .
- Equity: Approx. $75,000 annual RSU grant each director; 2019 Plan grants on May 23, 2024; unit count based on trailing 30-day average price; dividends accrue as RSUs; no options; no repricing without shareholder approval .
- Deferred compensation: Available to directors; in 2024, only Directors Garen and Mariani participated; Leggio not shown as a participant .
- Indemnification and insurance: Director indemnity agreements and D&O coverage in place .
Governance Assessment
-
Strengths:
- Independence affirmed despite related-party lease; transaction is legacy, with options exercised and reviewed under policy; related-party oversight framework in place .
- Strong ownership alignment with substantial beneficial holdings and RSUs; compliance with director stock ownership guidelines; anti-hedging and anti-pledging policies reduce misalignment risk .
- Committee engagement on Risk and CRA; relevant sector expertise in legal, agribusiness, real estate, and investment management supports risk oversight and community reinvestment posture .
- Attendance culture is strong (97% aggregate in 2024) and Board conducts annual self-assessments; independent-led committee structure .
-
Watch items / potential RED FLAGS:
- Related-party exposure via Bolthouse Properties LLC lease to Bank branch; although reviewed and independence affirmed, investors should monitor any changes in terms or expansion of transactions given potential optics risk .
- Multi-board service: Tejon Ranch plus TriCo; currently within over-boarding limit (≤4 public boards), but continued additions could impact bandwidth .
- Retirement policy: Directors cannot stand for re-election at age ≥75; at age 72, succession planning should ensure continuity of committee expertise (Risk/CRA) .
Overall signal: Ownership alignment and relevant committee expertise are positives; the legacy landlord relationship is a manageable, disclosed exposure with governance oversight, but merits continued monitoring for investor confidence .