Kimberley Vogel
About Kimberley H. Vogel
Independent director of TriCo Bancshares since 2020; age 57. Audit Committee Chair and member of the Compensation & Management Succession and IT/Cybersecurity Committees; designated by the Board as an “audit committee financial expert.” Background spans CFO and operating roles in fintech and enterprise software; Certified Public Accountant. Her tenure on the Board is 5 years as of April 2, 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BaseVenture Investing, Inc. | President, Co‑Founder; Director; Transitional President post‑sale | 2014–2019 (Transitional President in 2019) | Built cloud-based investment mgmt solutions; company sold to FIS (2019). |
| mFoundry, Inc. | Chief Financial Officer | 2005–2014 | Mobile banking/payments innovator; acquired by FIS in 2013; finance leadership. |
External Roles
| Company/Institution | Ticker | Role(s) | Committees | Start |
|---|---|---|---|---|
| TriplePoint Venture Growth BDC Corp. | NYSE: TPVG | Director | Audit (Chair); Valuation; Governance & Nominating; Compensation | 2021 |
| Forge Global Holdings, Inc. | NYSE: FRGE | Director | Audit (Chair); Compensation (Chair); Nominating & Corporate Governance | Mar 2022 |
| Forge Europe GmbH | — | Director | — | Jan 2024 |
| Stanford Continuing Studies | — | Instructor (Strategic Financial Leadership, Modern Finance) | — | 2024 |
Board Governance
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Audit | Chair | 11 | Board determined Vogel is an audit committee financial expert; all committee members independent and financially literate. |
| Compensation & Management Succession | Member | 6 | Oversees director pay, exec comp, succession, and human capital risks. |
| IT & Cybersecurity | Member | 4 | Oversight of cybersecurity, information security, disaster recovery/business continuity. |
- Independence: Board affirmed all directors are independent under Nasdaq rules except the CEO; Vogel is independent.
- Attendance: No director attended less than 75% of Board and committee meetings; average attendance ~97%.
- Executive sessions: Independent directors hold executive sessions; lead independent director empowered to call/lead sessions.
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $52,500 | Standard non‑employee director retainer (2024). |
| Chair fee (Audit) | $15,000 | Audit Chair additional annual retainer (2024). |
| Fees earned in cash (2024) | $67,500 | Retainer plus chair fee; no meeting fees paid. |
| Equity grant (RSUs) | $77,574 | Grant date fair value; awarded May 23, 2024 under 2019 Plan. |
| RSU shares granted | 2,087 | Vests in full May 23, 2025; dividend equivalents accrue and convert to additional RSUs. |
| RSUs outstanding at 12/31/24 | 2,137 | Includes reinvested dividend equivalents. |
| Total 2024 director compensation | $145,074 | Cash + stock; no options granted. |
- Director compensation mix: significant portion in equity to align with shareholders; no meeting fees; periodic review found no changes to retainer or RSU value in 2024.
Performance Compensation
- Not applicable for directors: TriCo does not disclose performance‑based equity (e.g., PSUs) for non‑employee directors; annual director equity grants are time‑based RSUs vesting after one year.
Other Directorships & Interlocks
| Indicator | Status | Notes |
|---|---|---|
| Public company boards | 3 | TCBK, TPVG, FRGE. Within TriCo’s over‑boarding limit (≤4 public boards). |
| Compensation committee interlocks | None | No interlocking relationships existed in 2024. |
| Related‑party transactions | None disclosed | NCG committee reviews/approves related party transactions; none noted involving Vogel. |
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert under SEC rules.
- Deep fintech, accounting/finance, public company governance experience; prior CFO/operator roles and multiple public company audit/compensation chair positions.
- Technology/cybersecurity oversight experience via IT & Cybersecurity Committee membership.
Equity Ownership
| Holder | Shares Beneficially Owned | RSUs includable (vesting ≤60 days of record date) | % Outstanding | Notes |
|---|---|---|---|---|
| Kimberley H. Vogel | 9,700 | 2,154 | <1% | Ownership per SEC rules; includes RSUs vesting within 60 days. |
- Director stock ownership guideline: 3x annual retainer within 5 years; as of 12/31/24, all directors met guidelines.
- Hedging/pledging: Prohibited for directors; no margin accounts or pledges allowed.
Insider Trades
| Date | Transaction | Shares | Price | Note |
|---|---|---|---|---|
| — | Not disclosed in proxy | — | — | Proxy provides beneficial ownership; Form 4 transactional details not included. Refer to SEC EDGAR for current Form 4 filings. |
Governance Assessment
- Strengths: Independent director and Audit Chair with SEC‑recognized financial expertise; strong committee engagement across audit, compensation, and cybersecurity; robust attendance culture (97% average); director equity and ownership requirements align interests; hedging/pledging prohibited.
- Compensation oversight: Committee best practices with independent consultant; no excise tax gross‑ups; clawback policies in place; annual Say‑on‑Pay support >97% in 2024, signaling shareholder confidence in compensation governance.
- Potential risks: Multi‑board commitments (TCBK, TPVG, FRGE) increase workload, though within TriCo’s over‑boarding cap (≤4). Continuous monitoring warranted given her dual audit and compensation chair roles at other issuers.
- Conflicts: No related‑party transactions or committee interlocks involving Vogel disclosed; NCG committee conducts annual independence reviews.