Craig Carney
About Craig Carney
Craig B. Carney, age 66, serves as Executive Vice President and Chief Credit Officer (CCO) of Tri Counties Bank and TriCo Bancshares, a role he has held since 2007 after serving as SVP/CCO from 1997–2007; prior to TriCo, he worked at Wells Fargo in various lending roles (most recently VP/Senior Lender in commercial banking) from 1985–1996, and consulted to Tri Counties Bank in 1996–1997 . Company performance during 2024 included net income of $114.9 million versus $117.4 million in 2023, net revenues of $395.8 million (down 5.3%), efficiency ratio of 59.14%, and assets of $9.7 billion at year-end; five-year total shareholder return (TSR) to 12/31/2024 was ~23% vs ~11% for the KBW Nasdaq Regional Banking Index . TriCo highlights stable asset quality and above-peer allowance coverage; Carney’s 2024 bonus received a discretionary uplift citing “successful regulatory compliance, notably asset quality” amid an uncertain economy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri Counties Bank | EVP, Chief Credit Officer | 2007–present | Not disclosed |
| Tri Counties Bank | SVP, Chief Credit Officer | 1997–2007 | Not disclosed |
| Tri Counties Bank | Consultant | 1996–1997 | Not disclosed |
| Wells Fargo Bank | VP/Senior Lender, Commercial Banking; various lending roles | 1985–1996 | Not disclosed |
External Roles
- None disclosed .
Fixed Compensation
- EVP/CCO base salary progression and changes:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $420,000 | $433,000 | $442,000 |
- Summary Compensation (reported):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $414,615 | $429,500 | $439,577 |
| Stock Awards (RSUs/PSUs grant-date fair value) | $270,031 | $270,948 | $217,176 |
| Non-Equity Incentive Plan Compensation | — | $369,616 | $391,048 |
| Change in Pension Value & Above-Market Deferred Comp Interest | $17,641 | $54,674 | $15,461 |
| All Other Compensation (perqs/benefits) | $33,445 | $41,993 | $43,079 |
| Total | $1,197,732 | $1,166,731 | $1,106,341 |
- 2024 perquisites and benefits details:
| Item | 2024 Amount ($) |
|---|---|
| Automobile allowance/use | $6,000 |
| Life insurance benefits (incl. split-dollar) | $8,818 |
| Personal use of club memberships | $7,561 |
| ESOP contribution | $13,800 |
| 401(k) match | $6,900 |
| Other (HSA, etc.) | — |
Performance Compensation
- 2024 Short-Term Incentive (STI) design and outcomes (corporate scorecards):
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| ROATCE | 30% | 9.9% | 11.6% | 13.3% | 13.3% | 114.5% |
| PPNR / Avg Assets | 30% | 1.5% | 1.6% | 1.8% | 1.7% | 100.5% |
| Efficiency Ratio | 20% | 63.4% | 59.0% | 54.6% | 59.1% | 99.8% |
| NPAs / Avg Assets | 20% | 1.3% | 1.0% | 0.8% | 0.5% | 200.0% |
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Carney 2024 STI target and payout:
- Target bonus: 55% of base salary .
- Corporate completion 150% and discretionary +6% → total payout 88.9% of base salary; paid $391,048 for 2024 .
- Committee rationale included “successful regulatory compliance, notably asset quality” .
-
2024 equity awards (50% RSUs, 50% PSUs):
| Award Type | Grant Date | Count | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 4,027 | $133,173 | 1/3 each on Mar 1, 2025/2026/2027 |
| PSUs (TSR vs KRX) | 3/1/2024 | Target 4,027; Threshold 2,014; Max 6,041 | $84,003 (Monte Carlo, $20.86/share) | Cliff on Mar 1, 2027, payout 0–150% based on relative TSR |
- PSU framework and recent payout:
- Payout schedule: ±2% per 1% TSR differential; threshold −25% → 50%, max +25% → 150% .
- 2021 PSU cycle (vested Mar 25, 2024): Company TSR −19.26% vs KRX −21.80% → payout 105.08% .
Equity Ownership & Alignment
-
Beneficial ownership and guideline compliance:
- Shares beneficially owned: 56,443; includes 784 RSUs vesting within 60 days of record date, 161 shares held by daughter, and 20,869 ESOP allocated shares; <1% of outstanding .
- Executive stock ownership guidelines: EVPs must hold ≥2.0x base salary; executives must retain ≥50% of after-tax vested shares until in compliance; all covered executive officers met guidelines as of 12/31/2024 .
- Hedging, shorting, options selling, margin accounts and pledging are prohibited by policy .
-
Unvested/Outstanding equity at FY-end 2024 (market value at $43.70):
| Type | Unvested Units (#) | Market Value ($) | Vesting Date(s) |
|---|---|---|---|
| RSUs | 778 | $33,999 | May 27, 2025 |
| RSUs | 1,047 | $45,754 | Oct 21, 2025 |
| PSUs (assume max per SEC) | 2,659 | $116,198 | Oct 21, 2025 (performance) |
| RSUs | 2,949 | $128,871 | Jun 12, 2025 & 2026 |
| PSUs (assume max per SEC) | 3,751 | $163,919 | Jun 12, 2026 (performance) |
| RSUs | 4,163 | $181,923 | Mar 1, 2025, 2026, 2027 |
| PSUs (assume max per SEC) | 4,780 | $208,886 | Mar 1, 2027 (performance) |
- Options: None outstanding; Company has no stock options outstanding as of 12/31/2024 and 9/30/2025 and none listed for Carney .
Employment Terms
- Change-of-control (CoC) and severance economics (double-trigger, net-best 280G):
| Element | EVP/CCO (Carney) Terms |
|---|---|
| CoC severance cash | 2× base salary + 2× most recent annual bonus target + prorated target bonus + up to 18 months COBRA; requires CoC and involuntary termination without cause or resignation for “good reason” within two years (double-trigger) . |
| 280G excise tax | Net-best reduction to avoid 4999 excise tax only if it results in greater after-tax benefit; otherwise pay full and accept excise . |
| Equity acceleration | PSUs accelerate upon CoC if terminated without cause or for good reason per applicable award/plan terms; estimated equity acceleration value at 12/31/2024 under CoC termination scenario: $228,162 . |
| SERP | Present value of supplemental executive retirement plan (SERP): $3,558,291 across most termination scenarios (incl. CoC); spouse entitled to lifetime annual benefit if predeceased . |
| Deferred compensation | Lump-sum value modeled at $912,455 across scenarios; above-market interest earned in 2024: $18,660; subject to 409A rules (including 6-month delay for specified employees) . |
| Insurance/legacy benefits | Joint beneficiary agreement value in event of death: $1,214,790; long-term care agreement participant (premiums paid in 2003, taxed over 5 years) . |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback adopted (10/2/2023); equity plans include clawback; RSU/PSU agreements include recovery and suspension provisions . |
- Other policy protections:
- Insiders prohibited from hedging/pledging; trading windows and preclearance for certain personnel per insider trading policy .
- Say-on-Pay received >97% approval in 2024; >95% since 2017 .
Related Party Transactions
- Carney’s son works in the commercial banking group (not an executive officer, not in same household); compensation exceeded $120,000 in 2024; reports under direct reports of the EVP/Chief Banking Officer; transactions reviewed for fairness and Regulation O compliance .
Performance Compensation (Detailed Table)
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| ROATCE | 30% | 11.6% | 13.3% | 114.5% | Above target |
| PPNR/Average Assets | 30% | 1.6% | 1.7% | 100.5% | At target |
| Efficiency Ratio | 20% | 59.0% | 59.1% | 99.8% | At target |
| NPAs/Average Assets | 20% | 1.0% | 0.5% | 200.0% | Max payout |
| Carney STI Outcome | — | 55% target | — | 88.9% of base | 6% discretionary uplift |
Investment Implications
- Strong pay-for-performance alignment: STI tied to ROATCE, PPNR, efficiency, and credit quality; 50% of LTI in PSUs with relative TSR vs KRX, reinforcing shareholder alignment; no hedging or pledging permitted .
- Retention risk mitigants: Double-trigger CoC severance, substantial SERP/deferral balances, and multi-year vesting schedules argue for continuity; however, notable vesting dates in 2025–2027 may create trading windows, though ownership guidelines require retention of ≥50% of after-tax shares until in compliance .
- Execution signals: Committee’s 2024 discretionary bonus uplift for Carney cited asset quality and regulatory outcomes; company TSR outperformed the KRX over 5 years, supporting the PSU construct’s relevance .
- Governance quality: Robust clawback policy, prohibition on tax gross-ups (net-best 280G), and high say-on-pay support investor confidence in compensation governance .