Margaret Kane
About Margaret L. Kane
Dr. Margaret L. Kane, age 69, has served on TriCo Bancshares’ Board since 2020 and is currently Chair of the Community Reinvestment Act (CRA) Committee, and a member of the IT/Cybersecurity and Risk Committees . She is President & CEO of Kane Bank Services, a financial services consultancy she founded in 1999, and previously was an Executive Vice President at Wells Fargo Bank, where she led the retail branch network and built the In-Store Banking Program (1988–1998) . The Board has affirmed independence for all directors other than the CEO, which includes Dr. Kane . Directors recorded a 97% aggregate attendance rate in 2024, with no nominee below 75% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kane Bank Services (KBS) | President & CEO | 1999–present | Consulting to financial institutions on customer experience, distribution, training, and growth |
| Wells Fargo Bank | Executive Vice President; Head of Retail Branch Network | 1988–1998 | Developed and managed the In-Store Banking Program from inception |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Club of Sacramento | Board Member | 2011–present | Community and alumni leadership |
| Harvard Alumni Association | Exec. Committee (Treasurer) | 2022–2024 | Governance and finance oversight |
| Harvard Alumni Association | Board Member | 2018–2024 | Alumni governance |
| Various non-profits | Board/Service | Not specified | Served on numerous non-profit boards |
Board Governance
| Dimension | Detail |
|---|---|
| Independence | Board determined all directors except the CEO are independent; includes Dr. Kane |
| Committee Assignments (TriCo) | CRA (Chair); IT/Cybersecurity (Member); Risk (Member) |
| 2024 Committee Meetings | CRA: 4; IT/Cybersecurity: 4; Risk: 4; Audit: 11; Comp & Mgmt Succession: 6; Nominating & Corp Gov: 4 |
| CRA Committee Scope | Reviews CRA community development service performance and public comments |
| IT/Cybersecurity Scope | Oversees IT strategy, information security, cybersecurity risk, and DR/BCP; quarterly updates required |
| Risk Committee Scope | Oversees credit, liquidity, capital, IRR/market and operational risks; sets risk tolerances |
| Attendance | 2024 average attendance ~97%; no director <75% of Board/assigned committees |
| Executive Sessions | Independent directors hold executive sessions; independent lead director empowered |
| Lead Independent Director | Structure annually reviewed; robust duties include agenda input, presiding, and advisor retention |
| Overboarding Limit | Max four public company boards (including TriCo) |
| Ownership Guidelines | Directors must hold ≥3x annual retainer within 5 years; compliance confirmed as of 12/31/24 |
| Hedging/Pledging | Prohibited for directors and specified insiders |
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $52,500 | Non-employee director base retainer (2024) |
| Chair Fee (CRA) | $7,500 | CRA committee chair retainer (2024) |
| Fees Earned (2024) | $60,000 | Reported for Dr. Kane |
| Meeting Fees | $0 | No additional per-meeting fees |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (annual director grant) | May 23, 2024 | 2,087 | $77,574 | Vests in full May 23, 2025 | RSUs sized off 30-day avg price; dividends accrue as RSU equivalents and vest with award |
No performance-based metrics apply to director equity; director awards are time-based RSUs, not PSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Kane in the proxy |
| Interlocks | None disclosed involving Dr. Kane |
| Notable related-party relationships (Board context) | Disclosed items involve other directors (e.g., property lease with entity associated with Director Leggio; legacy benefits for Director McGraw); none attributed to Dr. Kane |
Expertise & Qualifications
- Banking industry expertise across community, regional, and large institutions; retail banking leadership; strategic planning and execution .
- Committee roles spanning CRA, cybersecurity/IT, and enterprise risk signal breadth in regulatory, technology, and risk oversight domains .
- Deep Sacramento market knowledge and extensive community engagement .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 9,700 shares | As of April 2, 2025 record date; includes RSUs vesting within 60 days |
| Ownership as % Outstanding | <1% | Denoted “* Less than 1%” in ownership table |
| RSUs Outstanding (12/31/2024) | 2,137 units | Director RSUs outstanding; number includes dividend equivalents in separate line contexts |
| RSUs Vesting Within 60 Days of Record Date | 2,154 units | Included in beneficial ownership per SEC rules |
| Pledged/Hedged Shares | None permitted under policy | Hedging/pledging prohibited |
| Ownership Guideline Status | In compliance | All directors met guidelines as of 12/31/2024 |
Governance Assessment
- Board effectiveness and independence: Dr. Kane is independent, serves as CRA Chair and on Risk and IT/Cybersecurity, aligning her banking and retail expertise with regulatory, risk, and technology oversight; Board structure includes an empowered Lead Independent Director and independent-only committee composition .
- Engagement and attendance: Strong 2024 attendance (97% aggregate; none below 75%), indicating active engagement across Board and committees relevant to her assignments .
- Alignment and incentives: Director pay mix emphasizes equity via time-based RSUs (~$75k) plus modest cash retainer; CRA chair fee appropriately recognizes added oversight; no meeting fees that could incent quantity over quality of engagement .
- Ownership and trading policies: She meets stock ownership guidelines; hedging and pledging prohibited, supporting alignment; director ownership requirement is 3x annual retainer within five years .
- Conflicts/related-party exposure: No related-party transactions involving Dr. Kane disclosed; Nominating & Corporate Governance Committee oversees related-party reviews; any insider loans follow Regulation O and are on market terms .
- Shareholder oversight signals: Say-on-pay support exceeded 97% in 2024, and clawback policies are in place for executives with strong governance practices across committees—positive for investor confidence even though these are executive-focused signals .
RED FLAGS
- None observed for Dr. Kane: no disclosed related-party transactions, no attendance shortfalls, no overboarding, and no hedging/pledging. Director supplemental retirement and split-dollar life insurance programs apply to other legacy directors, not Dr. Kane; 2024 director deferred compensation participation was disclosed only for Directors Garen and Mariani .