Gregory Gehlmann
About Gregory Gehlmann
Gregory A. Gehlmann, age 63, is Senior Vice President and General Counsel of TriCo Bancshares (TCBK) since 2017 and also serves as Assistant Corporate Secretary. He previously held senior legal and risk roles at regional banks and practiced law for 16 years in Washington, D.C. Company performance over his tenure shows resilient results: net income of $114.9 million in 2024 vs. $117.4 million in 2023, net revenues of $395.8 million in 2024 vs. $418.1 million in 2023, and a five-year total shareholder return of ~23% through 12/31/2024, exceeding the KBW Nasdaq Regional Banking Index’s ~11% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Heritage Oaks Bank | Chief Bank Counsel & Corporate Secretary | 2014–2017 | Led bank legal governance; supported executive and board processes . |
| First Financial Bancorp | General Counsel & Corporate Secretary; Chief Risk Officer | 2005–2013; 2006–2008 | Guided enterprise legal affairs; built risk framework at a larger, growth-oriented financial institution . |
| Private Practice (Washington, D.C.) | Attorney | ~1989–2005 (16 years) | Broad corporate/legal expertise supporting later in-house counsel roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent (Expert witness) | Expert witness on fiduciary duties and law firm responsibilities advising troubled companies | 2014 | Provided expert testimony on corporate fiduciary standards . |
Fixed Compensation
Not disclosed for SVP & General Counsel; TriCo’s proxy provides detailed compensation for named executive officers (CEO, CFO, COO, Chief Credit Officer, Chief Banking Officer), but not for Mr. Gehlmann .
Performance Compensation
Company executive incentive plan (NEOs) – 2024 metrics, weightings, targets, actuals, payouts:
| Metric | Weighting | Threshold | Target | Maximum | Actual Result | Payout vs Target |
|---|---|---|---|---|---|---|
| ROATCE | 30% | 9.9% | 11.6% | 13.3% | 13.3% | 114.5% |
| PPNR / Average 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 / Average Assets | 20% | 1.3% | 1.0% | 0.8% | 0.5% | 200.0% |
Equity award design used for executives:
- RSUs: time-based, vest in equal annual installments over three years (retention/leverage) .
- PSUs: performance-based, single vest at three years, payout 0–150% based on TCBK relative TSR vs. KBW Nasdaq Regional Banking Index; +1% relative TSR = +2% payout; −1% = −2% payout; threshold −25% = 50% payout; maximum +25% = 150% payout .
- Recent PSU outcome: 2021 grant paid ~105.08% based on three-year relative TSR through 3/25/2024 .
Equity Ownership & Alignment
- Beneficial ownership: Individual share count for Mr. Gehlmann is not disclosed in the proxy’s named holder tables; executives and directors as a group held ~1,579,510 shares (~4.80% of outstanding) as of 4/2/2025 .
- Stock ownership guidelines: CEO 3x base salary; EVP 2x (increased from 1.5x in 2024); executives must retain at least 50% of vested shares after tax until in full compliance; as of 12/31/2024, all covered executive officers and directors met the guidelines .
- Hedging/pledging: Strict prohibitions on hedging, short sales, and pledging/margin accounts for executive officers/directors; trading blackout and preclearance rules apply .
- Insider transactions: Mr. Gehlmann filed a Form 4 for transactions dated Oct 21, 2025 (filed Oct 22, 2025) reflecting shares withheld to cover tax obligations upon award vesting—indicative of standard RSU tax withholding, not open-market selling pressure .
Employment Terms
- Change-of-control and severance: TriCo maintains “double-trigger” protections for the CEO and other named executive officers (not disclosed for SVP & General Counsel). CEO benefits include 3x base salary, 2.5x target bonus, prorated bonus, and up to 18 months COBRA upon qualifying termination within 24 months post-CoC; other NEOs: 2x base salary and 2x target bonus, plus prorated bonus (all subject to 280G “net best” and clawback provisions) .
- Clawbacks: Nasdaq-compliant clawback policy adopted Oct 2023; equity plans include clawback terms .
Performance & Track Record
Company operating and shareholder performance (context for compensation alignment):
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Net Income ($USD Millions) | 117.4 | 114.9 |
| Net Revenues ($USD Millions) | 418.1 | 395.8 |
| Efficiency Ratio (%) | 55.77 | 59.14 |
| Net Interest Margin (%) | 3.96 | 3.71 |
| Dividends Declared per Share ($) | 1.20 | 1.32 |
Five-year TSR index values (TriCo vs. KBW Nasdaq Regional Banking Index):
| Index | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 |
|---|---|---|---|---|---|---|
| TriCo Bancshares | 100.00 | 89.17 | 111.05 | 134.99 | 117.37 | 123.34 |
| KBW Nasdaq Regional Banking Index | 100.00 | 87.87 | 117.04 | 105.98 | 101.73 | 111.49 |
Compensation Committee & Governance Signals
- Strong say-on-pay support: ~97% approval in 2024; ≥95% since 2017 .
- Independent compensation consultant (Aon); pay-for-performance design with 50% of executive equity grants tied to relative TSR .
- No excise tax gross-ups; no option repricing without shareholder approval .
Risk Indicators & Red Flags
- Hedging/pledging prohibited—reduces misalignment risks .
- Clawbacks in place—mitigates restatement-related incentive risks .
- Insider Form 4 indicates tax withholding on vesting, not open-market sales—limited selling pressure signal .
Investment Implications
- Alignment: Company-wide executive incentives focus on ROATCE, PPNR/Average Assets, efficiency, and asset quality (NPAs/Average Assets), with 50% of equity tied to relative TSR—key levers that should shape Mr. Gehlmann’s incentives even if his individual targets aren’t disclosed .
- Retention: RSU three-year vesting and PSU cliff vesting create ongoing retention hooks; recent tax-withholding Form 4 is consistent with vesting events rather than discretionary selling .
- Risk posture: No hedging/pledging plus clawbacks reduce governance and alignment risk; lack of disclosed individual severance terms for the General Counsel limits precision on CoC economics but broader company policies suggest disciplined frameworks .
- Performance context: Despite NIM and efficiency headwinds in 2024, capital, liquidity and asset quality remained strong; dividends increased, and TSR outperformed the regional bank index over five years—supportive backdrop for stable incentive realizations tied to long-term value .