Martin Mariani
About Martin A. Mariani
Independent director of TriCo Bancshares (TCBK), age 68, serving since 2014. Background in small business and agriculture with executive roles across nut processing and farming; currently partner in Mariani Nut Company (Winters, CA) and managing member of Monticello Farming Company and Scribe Vineyards & Winery. Core board credentials include chairing the Compensation & Management Succession Committee, service on Nominating & Corporate Governance and Audit, and sector expertise in sustainability, climate, and supply chain relevant to community banking markets . The Board classifies him as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Valley Bancorp | Director | 2004–2014 (until merger with TriCo) | Community banking oversight; pre-merger governance experience |
| Yolo Community Bank | Director (prior role) | Not disclosed | Local market familiarity for community banking |
| Mariani Nut Company (Winters, CA) | Partner (nut processing) | Ongoing | Small business operations and supply-chain insight |
| Monticello Farming Company (Winters, CA) | Managing Member (almonds & walnuts) | Ongoing | Agriculture operations and sustainability perspective |
| Scribe Vineyards & Winery (Sonoma, CA) | Managing Member | Ongoing | Market and operations expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Walnut Marketing Board | Board Member, Treasurer, Audit Committee Chair | Current | Financial oversight; audit leadership in industry body |
| UC Davis College of Agriculture & Environmental Sciences | Dean’s Advisory Board Member | Current | Academic advisory; agriculture/sustainability expertise |
| American Leadership Forum – Mountain Valley Chapter | Fellow | Current | Leadership network and community engagement |
Board Governance
- Independence: Independent director under Nasdaq rules; Board has a substantial majority of independent directors (10 of 11) .
- Committee assignments: Chair – Compensation & Management Succession; Member – Nominating & Corporate Governance; Member – Audit .
- Attendance: No nominee attended less than 75% of Board and assigned committee meetings in 2024; aggregate attendance ~97% . Company held 7 Board meetings (TriCo) and 6 (Bank) in 2024 .
- Committee activity (2024 meetings): Audit (11), Compensation (6), Nominating & Corporate Governance (4); other Board committees noted for full governance context .
- Executive sessions: Independent directors meet in executive session; independent director-led committees .
- Over-boarding policy: Max 4 public company boards including TriCo .
- Stock ownership guidelines: Directors must own ≥3x annual retainer within five years; all directors met guidelines as of 12/31/2024 .
- Say-on-Pay signal: 2024 say-on-pay approved by over 97% of votes; ≥95% approval since 2017 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $52,500 | Standard non-employee director retainer |
| Committee chair fee | $10,000 | Compensation & Management Succession Committee chair |
| Meeting fees | $0 | No fees per meeting; compensation via retainers |
| Deferred compensation (above-market interest) | $3,808 | Director elected to defer; above-market interest credited in 2024 |
| Other perquisites | $0 | Split-dollar life insurance applies only to Hasbrook/Koehnen; not Mariani |
Total 2024 director compensation: $143,882 (Cash $62,500; Stock awards $77,574; Deferred comp interest $3,808) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSU (Annual grant) | 2024-05-23 | 2,087 | $77,574 | Vests in full 2025-05-23 | Director RSUs under 2019 Plan; dividends accrue as RSU equivalents; vesting converts accrued dividend equivalents to shares |
| RSUs outstanding (12/31/2024) | As of 2024-12-31 | 2,137 | N/A | N/A | Includes dividend reinvestment equivalents; outstanding until vest |
No performance metrics apply to director equity awards; director RSUs are time-based rather than performance-based .
Other Directorships & Interlocks
| Company | Market | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (current public company) | N/A | N/A | No compensation committee interlocks in 2024; no executive interlocks |
| North Valley Bancorp (past) | Public (pre-merger) | Director | Historical service; merged into TriCo in 2014 |
Expertise & Qualifications
- Small business and agricultural industry background; insights into sustainability, climate, and supply-chain matters relevant to lending and regional markets .
- Governance and audit leadership experience (Treasurer and Audit Chair, California Walnut Marketing Board) .
- Community and academic advisory roles in agriculture; local market knowledge .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Martin A. Mariani | 66,375 | <1% | Includes 2,154 RSUs vesting within 60 days of record date; compliance with director ownership guidelines affirmed |
| RSUs outstanding (director) | 2,137 | N/A | As of 12/31/2024; reflects dividends converted to RSU equivalents |
Policy safeguards:
- No hedging; no margin or pledging allowed for directors/executives per Insider Trading Policy .
- Loans to insiders, if any, are ordinary-course at market terms under Regulation O; no unfavorable features; all performing .
Insider Trades (Form 4 – last 3 years)
Notes:
- 2024-09-26 option exercise suggests legacy grants; proxy shows no options outstanding for directors as of 12/31/2024, consistent with this exercise (zero options remained) .
Governance Assessment
- Strengths: Independent director; chair of Compensation & Management Succession Committee with clear use of independent consultant (Aon) and robust pay governance (no excise tax gross-ups, double-trigger CIC, clawbacks) . High board/committee attendance; strong ownership alignment via stock ownership guidelines and time-based RSUs; hedging/pledging prohibited .
- Considerations: As comp chair, Committee applied a discretionary +6% adjustment to executive STI payouts for 2024, increasing CEO payout to 111.6% of salary and others to 88.9%, which introduces judgment beyond formulaic metrics—monitor future use of discretion . Agricultural business affiliations could present potential related-party exposure if banking relationships arise; Company discloses no related-party transactions >$120,000 in 2024 and monitors Regulation O loans .
- Red flags: None disclosed for Mariani (no hedging/pledging, no material related-party transactions, no interlocks) .
Compensation Committee Members: Martin A. Mariani (Chair), John S. A. Hasbrook, Kimberley H. Vogel .
Committee Mandate: Oversees director/CEO compensation, incentive plan risk assessment, equity plans, human capital and succession; uses independent consultant; benchmarks against defined peer group .
Independence & Lead Director Framework: Independent lead director empowered with robust duties; all committees chaired by independent directors .
Director compensation structure: Cash retainer + chair fees; approximately $75,000 annual RSU grant; no meeting fees; deferred compensation option with above-market interest for legacy plan deferrals .
Say-on-Pay: Strong shareholder support (97% approval in 2024), indicating confidence in compensation governance .