Daniel Bailey
About Daniel Bailey
Daniel K. Bailey, age 56, is Executive Vice President and Chief Banking Officer of TriCo Bancshares (Tri Counties Bank) since July 2019, following senior retail banking roles at TriCo since 2007 and 15 years at Wells Fargo managing retail branch operations in Northern California . Company performance under current leadership highlights stable profitability and capital with net income of $114.9M in 2024, net revenues of $395.8M (-5.3% YoY), net interest margin of 3.71%, efficiency ratio of 59.14%, and ROATCE of 13.28% . Over five years, TriCo’s TSR was ~23% versus ~11% for the KBW Nasdaq Regional Banking Index, and 2024 Say-on-Pay approval exceeded 97% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tri Counties Bank | EVP, Chief Banking Officer | 2019–Present | Led “succession management execution” and oversight of revenue lines during a challenging industry backdrop; contributed to regulatory outcomes (Outstanding CRA) per STI adjustment rationale . |
| Tri Counties Bank | EVP, Chief Retail Banking Officer | 2015–2019 | Senior leadership across retail banking, driving customer/branch performance . |
| Tri Counties Bank | EVP – Retail Banking & Bank Operations | 2007–2015 | Operational leadership of retail/operations; foundation for later revenue oversight . |
| Wells Fargo Bank | Senior management, Retail Branch Operations (Northern CA) | ~1990s–2000s (15 years) | Large-bank retail operating expertise; branch network management . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (approved) ($) | $445,000 | $454,000 | $463,000 |
| Salary Paid ($) | $432,885 | $451,577 | $460,577 |
Perquisites and benefits detail (2024): Auto allowance $12,000, life insurance incremental $2,322, ESOP contribution $13,800, 401(k) match $6,900, other $1,500; total perqs/other compensation $38,043 .
Performance Compensation
Short-Term Incentive (STI) – 2024
| Item | 2024 |
|---|---|
| Target bonus (% of base salary) | 55.0% |
| Corporate performance completion | 150.0% |
| Discretionary adjustment | +6.0% |
| Actual bonus (% of base) | 88.9% |
| Actual bonus ($) | $409,628 |
STI Metrics, Weighting, Targets, Results, and Payout:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| ROATCE | 30% | 9.9% | 11.6% | 13.3% | 13.3% | 114.5% |
| PPNR / Avg Assets | 30% | 1.5% | 1.6% | 1.8% | 1.7% | 100.5% |
| Efficiency Ratio | 20% | 63.4% | 59.0% | 54.6% | 59.1% | 99.8% |
| NPAs / Avg Assets | 20% | 1.3% | 1.0% | 0.8% | 0.5% | 200.0% |
Committee rationale for +6% adjustment cited Bailey’s leadership in succession management execution and steady oversight of revenue lines amid industry challenges and regulatory achievements (Outstanding CRA) .
Long-Term Incentive (LTI) – Equity Awards (2024)
| Grant | Grant date | Units | Valuation Basis | Grant-date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 3/1/2024 | 4,219 | $33.07/share closing price | $139,522 |
| PSUs (Target) | 3/1/2024 | 4,219 target; 2,110 threshold; 6,329 max | Monte Carlo $20.86/share | $88,008 |
PSU performance curve (3-year TSR vs KBW Nasdaq Regional Banking Index):
| TCBK TSR vs KBW TSR | Payout |
|---|---|
| ≥ +25% | 150% |
| Equal | 100% |
| ≤ -25% | 50% (threshold) / 0% if < -25% |
Equity mix policy for NEOs: 50% RSUs (time-based, 3-year ratable vest) and 50% PSUs (3-year cliff; TSR relative to KBW). Bailey’s equity grant sizing set at 65% of base in 2022–2024 .
2024 vesting activity (realized): 4,465 RSUs vested ($174,157) and 2,936 PSUs vested ($101,263) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial shares owned | 67,534; includes 784 RSUs vesting within 60 days and 11,832 ESOP shares |
| Shares outstanding (record date) | 32,892,488 |
| Ownership % of outstanding | ~0.205% (67,534 ÷ 32,892,488; derived from ) |
| Hedging/pledging | Prohibited: no hedging; no margin accounts or pledges for executives |
| Stock ownership guidelines | EVPs: 2.0× base salary; retain ≥50% of after-tax vested shares until compliant |
| Compliance status | All covered executive officers met guidelines as of 12/31/2024 |
| Minimum holding periods | 12-month hold on one-half of after-tax shares received upon vest/exercise |
Unvested Awards and Vesting Schedule (as of 12/31/2024; PSUs shown at maximum per SEC rule) :
| Vest Date | RSUs (#) | PSUs (#) |
|---|---|---|
| May 27, 2025 | 778 | — |
| Oct 21, 2025 | 1,109 | 2,817 (max assumption) |
| Jun 12, 2025/2026 | 3,092 (split over ’25/’26) | 3,932 (cliff ’26; max assumption) |
| Mar 1, 2025/2026/2027 | 4,362 (ratable ’25–’27) | 5,008 (cliff ’27; max assumption) |
Totals (unvested as scheduled above): RSUs 9,341; PSUs 11,757 (PSUs reflect maximum under SEC presentation) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-control (CoC) | Double trigger for NEOs; severance equals 2× base salary + 2× most recent annual bonus target + prorated target bonus + up to 18 months COBRA |
| CoC estimated payout (Bailey) | Severance $1,435,300; equity vesting acceleration $240,089; SERP $1,819,700; total $3,495,089 (assumes no 280G cutback) |
| SERP (Bailey) | Annual lifetime benefit $221,700 (100% J&S); single-life $255,000 if unmarried at commencement; present value $1,819,700; 17 credited years |
| Deferred compensation | Not a participant as of 12/31/2024 (participants disclosed: Smith, Carney) |
| Clawback | Dodd-Frank/Nasdaq-compliant clawback policy adopted; equity plans include clawback |
| Tax gross-ups | No excise tax gross-ups; 280G “net best” cutback provision |
| Options / repricing | No option grants in 2024; no option repricing without shareholder approval |
Performance Compensation Structure Analysis
- Year-over-year increases in base salaries were modest (Bailey +2.0% in 2024), with a heavy emphasis on variable pay tied to multi-factor performance (ROATCE, PPNR/Average Assets, Efficiency, NPAs/Average Assets) .
- Equity mix shifted entirely toward RSUs/PSUs (no options), reducing risk and aligning vesting with TSR relative performance; Bailey’s equity sizing held stable at 65% of base salary (2022–2024) .
- Discretionary STI adjustment (+6%) reflects qualitative contributions (regulatory outcomes, succession, revenue oversight), but the quantitative framework drove the majority of payouts (two metrics above target including NPAs/Average Assets at max) .
Investment Implications
- Alignment and reduced selling pressure: Prohibitions on hedging/pledging, 12-month holding on half of after-tax shares, and ownership guidelines (EVP 2× salary) reduce near-term selling pressure even as multiple RSU/PSU tranches vest in 2025–2027 . 2024 vestings for Bailey totaled 7,401 shares (RSUs 4,465; PSUs 2,936) — monitor Form 4s around scheduled vest dates .
- Pay-for-performance credibility: STI metrics hit or exceeded targets (notably asset quality), supporting an 88.9% of base bonus; LTI PSUs directly link payouts to TSR vs KBW, consistent with shareholder alignment .
- Retention economics: SERP present value of ~$1.82M with lifetime annuity and double-trigger CoC severance (estimated total ~$3.50M under CoC) create retention incentives but with market-standard guardrails (no tax gross-ups; net-best 280G cutback) .
- Governance signals: Strong say-on-pay support (>97% in 2024) and explicit clawback policy reduce governance risk; continued focus on RSU/PSU mix (≥50% performance-based) maintains alignment with long-term TSR outcomes .