Cory Giese
About Cory W. Giese
Independent Lead Director of TriCo Bancshares (TCBK); age 46; director since 2013. Certified Public Accountant, principal at Cory Giese CPA (since 2006); appointed CFO of Alpenglow Timber LLC in December 2024; managing member of ERP Rentals LLC; prior tax consultant to Asena Family Office (Jan–Nov 2024) and co-owner of Giese Swaney LLC (2014–2019). Board roles emphasize risk oversight, IT/cybersecurity, governance, and executive leadership; the Board affirms his independence under Nasdaq standards, with average director attendance of ~97% in 2024 and no nominee below 75% attendance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cory Giese CPA | Principal | 2006–present | CPA practice; business and accounting background cited for nomination |
| Asena Family Office | Tax Consultant | Jan–Nov 2024 | International tax/advisory exposure |
| Giese Swaney, LLC | Owner | 2014–2019 | CPA firm leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alpenglow Timber LLC | Chief Financial Officer | Dec 2024–present | Wood products facility; no related-party transactions disclosed with TCBK |
| ERP Rentals, LLC | Managing Member | Unspecified | Privately held real estate investment entity |
Board Governance
- Independent Lead Director since May 2020; re-elected May 23, 2024 with robust authorities (agenda setting, executive sessions, calling meetings, retaining advisors, conflict leadership) .
- Committee assignments: Risk; IT & Cybersecurity; Nominating & Corporate Governance; Executive Committee (member, not chair) .
- Independence: Board determined all directors except CEO Richard Smith are independent under Nasdaq Rule 5605(a)(1) and company guidelines .
- Attendance and engagement: 7 Company and 6 Bank board meetings held in 2024; no nominee <75% attendance; aggregate ~97% across board and committees; annual committee self-assessments in place .
- Overboarding guardrail: Directors limited to ≤4 public company boards (including TriCo) .
- Stock ownership guideline: Directors must hold ≥3x annual retainer within 5 years; as of Dec 31, 2024 all directors met guidelines .
- Hedging/pledging: Prohibited for directors (no margin accounts or pledges) .
Committee Participation Summary (2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Risk | Member | 4 |
| IT & Cybersecurity | Member | 4 |
| Nominating & Corporate Governance | Member | 4 |
| Executive | Member | Not listed separately (executive committee listed; role noted) |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash retainer | $52,500 | Standard for non-employee directors (2024) |
| Independent Lead Director stipend | $15,000 | Incremental retainer for Lead Director |
| Meeting fees | $0 | No additional meeting fees |
| Total cash fees earned (2024) | $67,500 | As reported for Giese |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Vest Date | Grant Date Fair Value (USD) | Notes |
|---|---|---|---|---|---|
| RSU (annual non-employee director grant) | May 23, 2024 | 2,087 | May 23, 2025 | $77,574 | RSUs under 2019 Plan; dividends accrue into additional RSUs; stock awards outstanding at 12/31/24 include dividend equivalents (2,137) |
| Options | — | — | — | — | No option awards for directors in 2024 |
- Director equity is time-based RSUs; no performance-vested director equity metrics disclosed (director awards are not tied to TSR/financial targets) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Giese |
| Compensation committee interlocks | None in 2024 (company-wide statement) |
| Shared directorships with TCBK counterparties | Not disclosed for Giese; Board-reviewed related party transactions show none for Giese |
Expertise & Qualifications
- CPA with business and accounting expertise; deep community ties across operating markets; nominated on basis of business/accounting background and community familiarity .
- Governance leadership as Independent Lead Director; powers include agenda consultation, executive sessions, calling meetings, and retaining independent advisors .
- Risk and technology oversight via Risk and IT & Cybersecurity committee memberships .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 52,524 | Includes 44,242 shares held by spouse (beneficial ownership disclaimed) and 2,154 RSUs vesting within 60 days of record date |
| Ownership % of outstanding | <1% | As reported (“*” denotes less than 1%) |
| RSUs outstanding at 12/31/24 | 2,137 | Includes dividend-equivalent RSUs |
| RSUs vesting within 60 days (as of Apr 2, 2025 record date) | 2,154 | Included in beneficial ownership per SEC rules |
| Pledged shares | None permitted | Hedging/pledging prohibited by policy |
| Ownership guideline compliance | In compliance | All directors met guideline as of 12/31/24 |
Governance Assessment
- Strengths: Independent Lead Director role with robust authorities; multi-committee engagement (Risk, IT/Cybersecurity, Nominating) enhancing board effectiveness; high board attendance; director stock ownership requirements met; prohibition on hedging/pledging; no related-party transactions disclosed for Giese; no interlocks .
- Alignment: Cash/equity mix favors alignment—cash retainer plus time-based RSUs; no meeting fees; director compensation reviewed by independent compensation committee; say-on-pay support >97% in 2024 indicates broad investor confidence in pay governance (signal of overall governance quality) .
- Potential conflicts: External CFO role (Alpenglow Timber) and private real estate investments (ERP Rentals) noted; no TCBK-related transactions disclosed, and related-party scrutiny is overseen by Nominating & Corporate Governance Committee, mitigating conflict risk .
- Red flags: None disclosed related to attendance, pledging/hedging, related-party exposure, or option repricing; overboarding limits in place .