Jon Nakamura
About Jon Nakamura
Jon Y. Nakamura (age 68) has served as an independent director of TriCo Bancshares since 2022. A licensed attorney in California, he was Director and Assistant General Counsel at MUFG Union Bank, N.A. (2005–Jan 2022) and previously Assistant General Counsel at the Federal Reserve Bank of San Francisco (1999–2005), bringing deep legal, compliance, and financial regulatory expertise to TCBK’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MUFG Union Bank, N.A. | Director & Assistant General Counsel | 2005–Jan 2022 | Advised holding company on legal, risk, and regulatory matters |
| Federal Reserve Bank of San Francisco | Assistant General Counsel | 1999–2005 | Legal, compliance, and regulatory advisory |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| San Francisco Prep Hall of Fame | Treasurer | Current |
Board Governance
- Committee assignments: Audit member; Chair of Risk Committee .
- Committee activity: Audit (11 meetings in 2024), Risk (4), IT/Cybersecurity (4), Compensation (6), Nominating (4), CRA (4) .
- Independence: Board determined all directors except the CEO are independent under Nasdaq and TriCo guidelines; Mr. Nakamura is independent .
- Attendance: Average director attendance ~97% in 2024; no nominee attended fewer than 75% of board/assigned committee meetings .
- Stock ownership guidelines: Directors must hold stock equal to 3× annual retainer within 5 years; as of 12/31/24, all covered directors met the guidelines .
- Hedging/pledging: Company prohibits director hedging and pledging of TriCo securities .
- Over-boarding: Directors may serve on no more than four public company boards (including TriCo) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $52,500 | Base non-employee director retainer; no meeting fees |
| Committee chair fee (Risk) | $10,000 | Risk chair retainer; audit chair and lead director retainers are higher, but not applicable to Nakamura |
| Fees earned (cash total) | $62,500 | Sum of base + Risk chair retainer |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant Date Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 23, 2024 | 2,087 | $77,574 | Vests in full on May 23, 2025 | Dividend equivalents accrue into additional RSUs; vest only with underlying award |
| RSU program design | Annual | ~$75,000 target | N/A | 1-year vest for director grants | Value determined using 30-trading-day average before grant date |
Director equity at TriCo is time-based RSUs (no director PSUs). No performance metrics are attached to director equity awards .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public company directorships | Not disclosed in Mr. Nakamura’s proxy biography |
| Compensation committee interlocks | None disclosed for 2024; no interlocking relationships existed in 2024 |
Expertise & Qualifications
- Legal, compliance, and financial regulatory expertise; licensed attorney in CA .
- Risk oversight experience at a larger, growth-oriented financial institution .
- Board-level risk leadership (Risk Committee Chair) .
- Audit literacy by service on Audit Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 6,394 |
| Ownership as % of outstanding | <1% |
| Underlying RSUs vesting within 60 days of 4/2/25 | 2,154 |
| Compliance with director ownership guidelines | In compliance as of 12/31/24 |
| Shares pledged/hedged | Prohibited by policy |
Insider Trades (Form 4 activity; share alignment signals)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|---|
| 2025-05-27 | 2025-05-22 | Award (A-Award) | RSU | 2,111 | $0.00 | 2,111 | |
| 2025-05-27 | 2025-05-23 | Exempt (M-Exempt, settlement) | Common (from RSU) | 2,154 | $0.00 | 6,393.61 | |
| 2025-05-27 | 2025-05-23 | Exempt (M-Exempt, disposition of RSU) | RSU | -2,154 | $0.00 | 0 | |
| 2024-05-24 | 2024-05-23 | Award (A-Award) | RSU | 2,087 | $0.00 | 2,087 | |
| 2024-05-21 | 2024-05-20 | Exempt (M-Exempt, settlement) | Common (from RSU) | 2,193 | $38.51 | 4,107 | |
| 2024-05-21 | 2024-05-20 | Exempt (M-Exempt, disposition of RSU) | RSU | -2,193 | $0.00 | 0 | |
| 2023-05-19 | 2023-05-18 | Exempt (M-Exempt, RSU acceptance) | RSU | 2,119 | $0.00 | 2,119 | |
| 2023-05-19 | 2023-05-19 | Exempt (M-Exempt, settlement) | Common (from RSU) | 1,866 | $33.55 | 1,866 | |
| 2023-05-19 | 2023-05-19 | Exempt (M-Exempt, disposition of RSU) | RSU | -1,866 | $0.00 | 0 |
Governance Assessment
- Strengths: Independent director; Risk Committee Chair with legal/regulatory depth; service on Audit Committee; high board attendance culture (~97%); ownership guideline compliance; hedging/pledging prohibited; director pay structure stable (no 2024 increases to cash retainer or RSU value) .
- Alignment: Director compensation mix balances cash ($62,500) and equity (~$77,574 RSU), with annual grants and 1-year vesting; ongoing RSU settlements increase owned common shares, supporting skin-in-the-game and Form 4 filings (see table above).
- Potential conflicts/related-party exposure: None disclosed for Mr. Nakamura; board monitors and approves related party transactions; loans to insiders follow Reg O and market terms .
- Signals: Strong say-on-pay support (97% in 2024) indicates investor confidence in compensation governance; robust independent lead director duties and annual board/committee evaluations further reinforce board effectiveness .
RED FLAGS: None disclosed specific to Mr. Nakamura (no pledging/hedging; no related-party transactions; independence affirmed; attendance thresholds met) .