Judi Giem
About Judi Giem
Judi A. Giem, age 60, is Senior Vice President and Chief Human Resources Officer (CHRO) at TriCo Bancshares/Tri Counties Bank, a role she has held since May 2020, with over 20 years of HR leadership experience across banking and technology organizations . As CHRO, she is part of management’s Executive Risk Committee alongside the CEO, CFO, COO, CCO, CBO, CIO and others, aligning human capital, succession, and risk practices with enterprise risk appetite and Board oversight . Company performance context during her tenure: 2024 net income was $114.9M (vs. $117.4M in 2023), net revenues were $395.8M (down 5.3% YoY), and TriCo’s 5-year TSR to 12/31/2024 was ~23% vs. ~11% for the KBW Nasdaq Regional Banking Index, indicating above-index shareholder returns over that period .
Company Performance Snapshots
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($MM) | $117.4 | $114.9 |
| Net Revenues ($MM) | $418.1 | $395.8 |
| Metric | 5-Year TSR to 12/31/2024 |
|---|---|
| TriCo Bancshares TSR | ~23% |
| KBW Nasdaq Regional Banking Index TSR | ~11% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriCo Bancshares/Tri Counties Bank | SVP & Chief Human Resources Officer | May 2020–present | Leads enterprise HR and talent; member of Executive Risk Committee supporting ERM and succession, risk culture, and governance . |
| Banner Bank | SVP, HR & Talent Management Director | 2016–May 2020 | Drove talent strategy and HR operations at a regional bank, relevant to recruitment/retention and leadership development . |
| Ultimate Software (UKG) | Executive Relationship Manager | Jul–Oct 2016 | Client relationship management for HR technology solutions, informing HR systems strategy . |
| Itron | Director of Talent Management | 2014–2016 | Built talent management programs at a technology company; succession and leadership frameworks . |
| Sterling Savings Bank (acquired by Umpqua) | VP, Director of HR Systems & Payroll | 2006–2014 | Led HR systems and payroll, modernizing HR infrastructure at a banking institution . |
External Roles
No public-company directorships or external board roles disclosed for Giem in TriCo’s proxy filings .
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus paid for Giem are not disclosed; she is not listed among TriCo’s named executive officers (NEOs) whose detailed compensation is reported .
- Executive compensation framework: base salary + annual short-term incentive (cash) + long-term equity (RSUs/PSUs) with emphasis on pay-for-performance, no tax gross-ups, double-trigger change-in-control for NEOs, and robust governance (independent committee and consultant) .
Performance Compensation
Company Executive Annual Incentive Plan (2024 design and outcomes; applies to NEOs and commonly to senior executives):
- Metrics and outcomes for 2024: ROATCE, PPNR/Avg Assets, Efficiency Ratio, NPAs/Avg Assets, with weighting and payout calibration per below .
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| ROATCE | 30% | 11.6% | 13.3% | 114.5% |
| PPNR / Avg Assets | 30% | 1.6% | 1.7% | 100.5% |
| Efficiency Ratio | 20% | 59.0% | 59.1% | 99.8% |
| NPAs / Avg Assets | 20% | 1.0% | 0.5% | 200.0% |
- Committee allowed discretionary ±15% adjustments; for NEOs, 2024 payouts included a +6% adjustment due to execution quality (regulatory, CRA “Outstanding,” risk management, balance sheet) .
Long-Term Incentives (Plan-level terms relevant to executives):
- Equity mix emphasizes 50% RSUs (time-based) and 50% PSUs (performance-based), with RSUs vesting over 3 years and PSUs vesting at 3 years based on TSR vs. KBW Nasdaq Regional Banking Index (0–150% payout scale) .
- No options are currently granted; 2024 Equity Incentive Plan prohibits discounted options and repricing without shareholder approval .
Equity Ownership & Alignment
- Stock ownership guidelines: CEO 3x base salary; Executive Vice President 2x base salary (increased from 1.5x in 2024). Executives must retain at least 50% of vested shares after tax until in compliance; covered executive officers met guidelines as of year-end 2024 .
- Hedging/pledging: Company policy prohibits hedging, short sales, selling puts, and pledging; no margin accounts or pledging of TriCo stock by executives .
| Position | Minimum Ownership (multiple of base salary) |
|---|---|
| CEO | 3.0x |
| Executive Vice President | 2.0x |
Note: Specific share counts, pledged shares, vested/unvested breakdowns are not disclosed for Giem; ownership table in the proxy covers directors and NEOs, not all executives .
Employment Terms
- Insider Trading Policy: Executives are subject to blackout windows and preclearance; hedging/pledging/margin accounts are prohibited .
- Clawback: Nasdaq-compliant clawback adopted; recovers excess incentive-based compensation upon accounting restatement (three fiscal years lookback); equity plans include clawbacks .
- Change-of-Control: For NEOs, “double trigger” CIC agreements with 280G “net best” reductions; accelerated vesting can apply to awards per plan terms. Such agreements are typical for NEOs; not specifically disclosed for Giem .
- Executive Risk Committee: CHRO is a member of management’s Executive Risk Committee that updates risk appetite and KRI tolerances for Board approval .
Related Party Context
- Giem’s spouse is SVP/Regulatory Affairs at Tri Counties Bank (not an executive officer), reporting to the COO; total compensation exceeded $120,000 in 2024; transactions reviewed under related party and Regulation O frameworks .
Investment Implications
- Alignment: Ownership guidelines, mandatory post-vest holding, and strict anti-hedging/pledging policies reduce insider selling pressure and align executives, including the CHRO, with long-term shareholder value creation .
- Incentive Quality: The executive incentive framework is balanced (ROATCE, PPNR, efficiency, asset quality) with capped/threshold payouts and clawbacks, limiting risk-taking and tying rewards to durable performance—positive for retention and culture under the CHRO’s remit .
- Disclosure Gap: As a non-NEO, Giem’s individual pay and equity details are not publicly quantified, constraining pay-for-performance benchmarking and direct trading signal analysis; reliance is on program design and policy-strength rather than individual award data .
- Governance/Risk: CHRO’s seat on the Executive Risk Committee signals elevated accountability for human capital, succession, and risk culture—key for execution quality amid regulatory expectations (e.g., CRA “Outstanding”) and interest-rate/credit cycles .
- Related Party Oversight: Spousal employment is disclosed and governed by related party review, reducing conflict risk; no hedging/pledging or tax gross-ups minimize red flags commonly associated with misaligned incentives .