Kirsten Garen
About Kirsten E. Garen
Independent director of TriCo Bancshares (TCBK) since 2020; age 62. Chair of the Information Technology & Cybersecurity Committee, and member of the Audit Committee and Tri Counties Bank CRA Committee. Background includes 20+ years leading enterprise IT, cybersecurity, and digital transformation in financial services and insurance, with recent roles as Partner at Fortium Partners (since Jan 2024), SVP/CIO at CDK Global (2020–2022), EVP/CIO at Delta Dental of CA (2017–2020), and SEVP/CIO at Bank of the West (2011–2017) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDK Global | SVP, Chief Information Officer | Nov 2020–Aug 2022 | Led integrated data/technology solutions for auto/heavy equipment sectors |
| Delta Dental of California/Dentegra | EVP, Chief Information Officer; led Technology, Cybersecurity and EPMO | Aug 2017–Mar 2020 | Oversight of cybersecurity, enterprise PMO across affiliates |
| Bank of the West (now BMO Harris Bank, N.A.) | Senior EVP, Chief Information Officer | 2011–Jul 2017 | IT strategy, digital modernization, risk mitigation for a major financial institution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fortium Partners | Partner | Jan 2024–present | Technology leadership-as-a-service |
| Netskope | Technical Advisory Board Member | Current | Cloud cybersecurity provider |
| NorCal International Women’s Forum | Board Member | Current | Governance/community role |
| NACD | Member | Current | Director education/membership |
| Commonwealth Club of California | Former Board Member | Prior | Nonprofit civic forum |
| FTV Capital | Former Board Member | Prior | Private equity firm |
Board Governance
- Committee assignments: IT & Cybersecurity Chair; Audit member; CRA (bank-level) member .
- Independence: Board determined all directors other than CEO are independent under Nasdaq standards .
- Attendance: Directors nominated for election had a 97% aggregate attendance rate in 2024 across Board and assigned committees .
- Board practices: Independent director-led committees; empowered Lead Independent Director; executive sessions held as needed; annual board and committee self-assessments .
| Committee | Role | Meetings Held (2023) | Meetings Held (2024) |
|---|---|---|---|
| Audit | Member | 12 | 11 |
| Information Technology & Cybersecurity | Chair | 4 | 4 |
| CRA (Bank-level) | Member | 4 | 4 |
Fixed Compensation
| Year | Cash Fees ($) | Program Notes |
|---|---|---|
| 2023 | 60,000 | Base annual retainer increased to $52,500 effective June 1, 2023; no meeting fees; committee chair retainers: Lead Director & Audit Chair $15,000; Risk/Comp/IT-Cyber Chair $10,000; Nominating & CRA Chair $7,500 |
| 2024 | 63,629 | Annual director retainer $52,500; same chair retainer schedule; no meeting fees |
- No meeting fees paid; directors are not compensated per meeting .
- Indemnity agreements and D&O insurance maintained for directors .
- Deferred compensation plan: one director (Garen) elected to participate in 2023; plan features capped lifetime deferrals, above/below-Moody’s interest mechanics post-2021 adjustment, and Section 409A compliance .
Performance Compensation
| Year | RSU Grant (Shares) | Grant Date | Grant-Date Fair Value ($) | Vesting | Performance Criteria |
|---|---|---|---|---|---|
| 2023 | 2,173 | May 18, 2023 | 72,682 | Vests fully on May 18, 2024 | None (time-based vesting) |
| 2024 | 2,087 (plus dividend equivalents) | May 23, 2024 | 77,574 | Vests fully on May 23, 2025 | None (time-based vesting) |
- Equity award mechanics: Director RSUs granted at the annual meeting; dividends accrue as RSU equivalents and vest only with the underlying award; no options currently granted to directors; 2024 Equity Incentive Plan prohibits discounted options and repricing .
- Program emphasis: Board increased RSU grant value and retainer levels in 2023 following Aon peer review, with intent to weight equity more than cash to align director pay with shareholder interests .
Other Directorships & Interlocks
| Company Type | Current Public Company Boards | Committee Roles | Notes |
|---|---|---|---|
| Public company | None disclosed | — | No public company directorships disclosed |
| Private/Advisory/Nonprofit | Netskope (Advisory), NorCal IWF (Board), Commonwealth Club (former board), FTV Capital (former board) | Advisory/Board | Governance/industry roles, not disclosed as related-party transactions with TriCo |
Expertise & Qualifications
- Deep expertise in IT strategy, digital modernization, cybersecurity, delivery metrics, and risk mitigation; nominated for her technology and cybersecurity leadership credentials .
- Financial institution CIO experience (Bank of the West) and insurance sector CIO roles (Delta Dental) .
- Audit Committee member, bringing technology risk oversight into financial reporting processes .
Equity Ownership
| Ownership Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 9,690 | Includes RSUs vesting within 60 days of record date (2,154 underlying RSUs) |
| % of shares outstanding | <1% (*) | “*Less than 1%.” |
| Stock awards outstanding (12/31/24) | 2,137 shares | Reflects 2024 RSU grant plus dividend equivalents |
| Hedging/Pledging | Prohibited for directors | Insider trading policy bans hedging, margin accounts, and pledges |
| Ownership Guidelines | 3x annual director retainer; 5-year compliance window | All directors complied as of Dec 31, 2024 |
Governance Assessment
-
Strengths:
- Independent director with domain expertise; chairs IT & Cybersecurity during a period of heightened cyber risk; structured quarterly/annual reporting from CISO/CIO to Board enhances oversight .
- Strong alignment mechanisms: equity-weighted director pay via annual RSUs; stock ownership guidelines met by all directors; strict no-hedging/no-pledging policy .
- Board effectiveness indicators: independent, committee-led governance; empowered Lead Independent Director; aggregate attendance of 97% in 2024; annual self-assessments .
-
Potential conflicts/monitoring items:
- External affiliations (Fortium Partners; Netskope Advisory Board) could represent perceived conflicts if vendor relationships with TriCo emerge; no related-party transactions were disclosed for 2024 (> $120k threshold) and Regulation O governs any director/officer loans—all on ordinary terms and performing . Monitor future disclosures for any business dealings with these entities.
-
Compensation structure signals:
- Year-over-year increases in cash fees and RSU grant fair values; committee chair fee structure compensates added oversight (IT/Cyber Chair $10,000) without meeting fees; RSUs are time-based with no performance conditions—common for director pay, but reduces explicit pay-for-performance linkage .
-
Red flags observed:
- None disclosed: no hedging/pledging, no option repricing, no related-party transactions above threshold, and directors met ownership guidelines .
Overall, Garen’s technology/cybersecurity leadership and independent status bolster board oversight of critical operational risks; compensation and ownership policies support alignment, with no disclosed conflicts or attendance issues .