John Hasbrook
About John S. A. Hasbrook
Independent director since 2002 (age 65), John S. A. Hasbrook chairs TriCo’s Nominating & Corporate Governance Committee and serves on the Compensation & Management Succession and Audit Committees . He is President of SunWest Wild Rice Co. (since 2000) and Hasbrook-Fetter Farms (since 1989); formerly VP, Marketing and partner at SunWest Foods until retiring in 2022 . His profile emphasizes finance, marketing, banking, agribusiness, and sustainability expertise; he is independent under Nasdaq rules (TriCo’s board determined all directors except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunWest Wild Rice Co., Inc. | President | 2000–present | Food marketing leadership; finance/marketing/banking perspective |
| Hasbrook-Fetter Farms, Inc. | President | 1989–present | Family farming oversight; agribusiness and sustainability insights |
| SunWest Foods, Inc. | VP, Marketing; Partner | 1989–2022 (retired) | Rice milling/marketing; market/operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solano Water Agency, Lower Putah Creek Coordinating Committee | Board member | Since 2023 | Watershed management/restoration perspective |
| Santa Clara University – Food Innovation & Entrepreneurship | Advisor | Not specified | Food innovation advisory; market/entrepreneurship input |
| Catholic Diocese of Sacramento | Finance & Audit Committees | Since 2016 | Governance, finance controls, audit oversight |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation & Management Succession; Member, Audit .
- 2024 committee meeting cadence: Audit (11), Compensation (6), Nominating (4) .
- Independence and attendance: Board determined independence for all directors except CEO; average board/committee attendance ~97%; no nominee attended <75% in 2024 .
- Stock ownership guidelines: Directors must hold ≥3x annual retainer within five years; all covered directors met guidelines as of 12/31/2024 .
- Over-boarding limits: Directors may serve on no more than four public company boards (including TriCo) .
- Executive sessions and governance process: Independent directors hold executive sessions; Nominating & Corporate Governance oversees related-party approvals, independence monitoring, board evaluations, sustainability risks .
Fixed Compensation (Director)
| Component | 2024 Value | Notes |
|---|---|---|
| Cash fees | $60,000 | Base non-employee director annual retainer $52,500; Nominating Chair retainer $7,500 (committee chair fee schedule) |
| All other compensation | $772 | Taxable split-dollar life insurance value |
| Total cash & other | $60,772 | Fees + other comp |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares/Units | Grant Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 23, 2024 | RSU | 2,087 | $77,574 | Vests in full on May 23, 2025 | Dividend equivalents accrue in RSUs; vest only with underlying award |
| As-of 12/31/2024 | RSU outstanding | 2,137 | N/A | Unvested | Includes reinvested dividend equivalents |
- Director equity awards are time-based RSUs under the 2019 Plan; approx $75,000 per non-employee director; priced on 30-day average; one-year vest; no options; no performance metrics for director equity .
Other Directorships & Interlocks
| Company | Public? | Role | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No public company boards disclosed in TriCo biography |
Expertise & Qualifications
- Finance, marketing, banking, agribusiness and food marketing experience; climate and sustainability insights relevant to TriCo’s markets .
- Deep community involvement; provides insights on key geographies served by Tri Counties Bank .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notable Details |
|---|---|---|---|
| John S. A. Hasbrook | 64,635 | <1% | Includes 2,154 RSUs vesting within 60 days of 4/2/2025 |
- Hedging/pledging: Company prohibits directors from hedging and pledging TriCo securities .
- Ownership guidelines: Directors required ≥3x annual retainer; all covered directors met guidelines as of 12/31/2024 .
Governance Assessment
- Board effectiveness and engagement: As chair of Nominating & Corporate Governance, Hasbrook oversees director nominations, independence monitoring, related-party transaction approvals, board performance evaluations, and sustainability risk oversight—central to investor confidence in governance processes . His concurrent service on Compensation and Audit enhances cross-committee oversight continuity .
- Independence and attendance: Explicitly deemed independent; no attendance concerns (aggregate ~97% in 2024; no director <75% participation) .
- Alignment and skin-in-the-game: Personal ownership of 64,635 shares (<1%) and participation in director RSU grants support alignment; directors must maintain stock ownership ≥3x retainer, with compliance confirmed .
- Potential conflicts or legacy benefits:
- Legacy director supplemental retirement plan (frozen in 2017): Hasbrook is a fully vested participant; plan pays an annual lifetime benefit based on the 2017 retainer ($36,000) upon retirement meeting age/service criteria. No new entrants since 2017. Signal: potential entrenchment optics but limited by freeze and fixed basis .
- Split-dollar life insurance and long-term care agreements: Legacy split-dollar life insurance and 2003 long-term care arrangements remain for certain directors (including Hasbrook); taxable value modest in 2024 ($772). Signal: minor perquisite footprint; could be viewed as non-essential benefits but longstanding and limited .
- Related-party transactions: None disclosed for Hasbrook above $120,000 in 2024; board policy requires Nominating & Corporate Governance approval of related-party transactions; director/officer loans, where applicable, are at market terms under Regulation O and performing .
- RED FLAGS:
- Legacy perquisites (split-dollar, supplemental retirement plan) can raise entrenchment optics, though programs are frozen/limited and amounts are modest .
- No hedging/pledging permitted mitigates alignment risks .
Net takeaway: Hasbrook’s long tenure, committee leadership on governance, and broad agribusiness/community expertise are positives for board oversight. Legacy perquisites exist but appear controlled and modest in current period; independence, attendance, and ownership guideline compliance support investor confidence .