John Fleshood
About John Fleshood
Executive Vice President and Chief Operating Officer of TriCo Bancshares (Tri Counties Bank) since 2016; age 62 as of April 2, 2025 . Appointed effective December 1, 2016 after prior leadership roles in risk management, market leadership, and finance at Wintrust Financial and Fifth Third; education includes B.S. (Indiana University) and MBA (Butler University) . Company performance during his tenure features resilient credit and capital metrics, five‑year TSR of ~23% through FY2024, and stable earnings ($114.9M 2024; $117.4M 2023), with net revenues down 5.3% in 2024 and up 2.2% in 2023; efficiency ratio 59.1% (2024) vs 55.8% (2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wintrust Financial Corporation | EVP, Chief Risk Officer; led ERM incl. audit, BCP, InfoSec | 2010–2016 | Built enterprise risk framework; regulatory and operational resilience |
| Wintrust Financial (St. Charles Bank) | Regional Market Head | 2006–2009 | Oversaw community banking market execution |
| Fifth Third Bank (Chicago affiliate) | SVP & CFO; earlier Treasury Manager | 2001–2005 (CFO); 1992–2001 (Treasury) | Financial leadership, balance sheet and treasury management |
| Indiana National Bank | Various roles | ~8 years | Early banking career foundation |
External Roles
No public company directorships or external board roles disclosed for Mr. Fleshood in the 2024–2025 proxy statements .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | $464,615 | $480,231 | $491,308 |
| Target bonus (% of base) | 55% | 55% | 55% |
| Actual bonus paid ($) | $517,000 | $413,150 | $437,054 |
| Stock awards grant-date fair value ($) | $348,621 | $349,420 | $280,058 |
| Key perquisites (annual, $) | N/A | Car allowance $6,000; life insurance incremental $3,564; club use $7,424; ESOP $13,800; other $1,500 | Car allowance $6,000; life insurance incremental $3,564; club use $7,424; ESOP $13,800; other $1,500 |
Performance Compensation
2024 Corporate STI Scorecard (applies to NEOs)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| ROATCE | 30% | 9.9% | 11.6% | 13.3% | 13.3% | 114.5% |
| PPNR / Avg Assets | 30% | 1.5% | 1.6% | 1.8% | 1.7% | 100.5% |
| Efficiency Ratio | 20% | 63.4% | 59.0% | 54.6% | 59.1% | 99.8% |
| NPAs / Avg Assets | 20% | 1.3% | 1.0% | 0.8% | 0.5% | 200.0% |
2024 Individual STI Outcome (John Fleshood)
| Item | Value |
|---|---|
| Target bonus (% of base) | 55.0% |
| Corporate completion | 150% (plan factor) |
| Discretionary adjustment | +6% |
| Total payout | 88.9% of base salary |
| Actual bonus ($) | $437,054 |
Equity Awards Structure and Vesting
- 50% time-based RSUs (3-year ratable vest); 50% PSUs (3-year cliff) tied to relative TSR vs KBW Nasdaq Regional Banking Index, payout 0–150% with ±2% per ±1% relative TSR slope; RSUs accrue dividend equivalents paid only upon vesting; PSUs earn based on performance .
- 2024 grants: RSUs 5,193 units ($33.07/share FV $171,733); PSUs target 2,597 units (Monte Carlo FV $20.86/share, $108,326), max 7,790 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 43,045 total; includes 1,085 RSUs vesting ≤60 days and 2,565 ESOP shares; <1% of outstanding |
| Stock ownership guideline (EVP) | 2.0x base salary; must retain ≥50% of after-tax vested shares until compliant; all covered executives in compliance |
| Hedging/pledging policy | Executives/directors prohibited from hedging and pledging; trading preclearance/blackouts apply |
| Holding requirement | 12‑month holding on 50% of after‑tax shares upon vest/exercise (Plan rule) |
Outstanding Awards and Vesting Schedule (as of 12/31/2024)
| Award | Units | Vesting dates | Notes |
|---|---|---|---|
| RSUs | 1,077 | May 27, 2025 | Single‑tranche time vest |
| RSUs | 1,352 | Oct 21, 2025 | Single‑tranche time vest |
| PSUs (assume max for SEC disclosure) | 3,433 | Oct 21, 2025 | Performance vest; payout 0–150% |
| RSUs | 3,802 | Jun 12, 2025 and Jun 12, 2026 | Two equal annual tranches |
| PSUs (assume max for SEC disclosure) | 4,837 | Jun 12, 2026 | Performance vest; payout 0–150% |
| RSUs | 5,369 | Mar 1, 2025; Mar 1, 2026; Mar 1, 2027 | Three equal annual tranches |
| PSUs (assume max for SEC disclosure) | 6,164 | Mar 1, 2027 | Performance vest; payout 0–150% |
Indicators: Mandatory holding, no pledging/hedging, and ongoing PSUs tied to TSR reduce near‑term selling pressure and improve alignment .
Employment Terms
| Provision | Detail |
|---|---|
| Hire terms (2016 offer) | Base salary $400,000; sign‑on $123,000; target bonus 40% of base; relocation reimbursement up to $50,000; auto allowance $500/mo; RSU new‑hire grant 9,822 time‑based units vesting 25% annually over 4 years; eligibility for RSU/PSU program at 40% of base; start date anticipated Dec 5, 2016 |
| Severance (first 12 months) | If terminated without cause in first 12 months, severance equal to one year’s base salary (subject to release) |
| Change-of-control (CoC) agreement | Double trigger; if terminated without cause or resigns for Good Reason within 1 year post‑CoC: cash severance = 2× current base salary + 200% of last annual bonus; subject to 280G cap/reduction; paid in 24 monthly installments beginning ~60 days post‑termination; auto‑renewing 1‑year term unless canceled ≥90 days before anniversary |
| Confidentiality/covenants | Protect trade secrets; non‑disclosure during employment and for 3 years post‑termination; binding arbitration; at‑will employment |
| Clawback | Nasdaq‑compliant clawback policy for incentive compensation on restatement; plan-level clawbacks apply |
| No tax gross‑ups; 280G “net best” | No excise tax gross‑ups; agreements include 280G reduction to optimize after‑tax benefit; Section 409A six‑month delay for specified employees |
| Ownership/trading policies | Stock ownership guidelines; no hedging/pledging; blackout/preclearance; directors and executives meet guidelines |
| Equity plan best practices | No option repricing; minimum vesting periods; 12‑month holding period on half of after‑tax shares |
Compensation Structure Analysis
- Mix emphasizes at‑risk pay: base salary modestly adjusted (+2.1% in 2024), with sizable variable cash (STI) and long‑term equity (RSUs/PSUs); PSUs indexed to relative TSR comprise 50% of equity awards .
- STI metrics are balanced across profitability (ROATCE), operating leverage (PPNR/Assets, efficiency), and asset quality (NPAs/Assets), producing 2024 NEO payouts at ~0.89× base after a +6% qualitative uptick for regulatory and strategic execution .
- Peer benchmarking: Committee uses a 23‑bank national peer set to calibrate competitiveness but does not target a specific percentile; pay design retains strong pay‑for‑performance and governance features (no repricing, clawbacks) .
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| Say‑on‑Pay approval (2024) | >97% of votes cast approved |
| Historical support | ≥95% approval each year since 2017 |
Performance & Track Record
- Financial resilience: Net income $114.9M (2024) vs $117.4M (2023); net revenues −5.3% in 2024 after +2.2% in 2023; above‑peer allowance coverage and below‑peer NPAs; strong capital/liquidity .
- TSR: Five‑year TSR of ~23% vs ~11% for KBW Regional Banking Index to 12/31/2024 .
- Operational investments: Continued investments in people, processes, and technology to strengthen risk management and scalability .
Equity Ownership & Alignment (Skin‑in‑the‑game)
- Beneficial ownership: 43,045 shares (<1% of outstanding), inclusive of imminent RSU vesting and ESOP allocations .
- Mandatory retention and prohibition on pledging/hedging enhance alignment and reduce misalignment risk .
Investment Implications
- Alignment: PSU design tied to relative TSR, balanced STI metrics, ownership guidelines, mandatory holding, and no pledging/hedging indicate strong pay‑for‑performance alignment and lower governance risk .
- Retention risk: Auto‑renewing double‑trigger CoC with 2× salary + 200% bonus and robust confidentiality covenants suggest low near‑term retention risk but imply standard change‑in‑control economics typical for peers .
- Trading signals: Staggered RSU vesting and PSU cliffs through 2025–2027, plus 12‑month holding on half of after‑tax shares, mitigate near‑term selling pressure; preclearance/blackouts further temper discretionary sales cadence .
- Governance quality: High say‑on‑pay support (>97%), clawbacks, and no repricing/tax gross‑ups reduce red‑flag probability, supportive for long‑only holders focused on governance risk control .