Michael Koehnen
About Michael W. Koehnen
Age 64; director since 2002; Vice Chairman since 2010 and Corporate Secretary since 2021. Owner and President of C.F. Koehnen & Sons, Inc. (family farming and beekeeping) and Riverwest Processing (almond processing), with additional agricultural-related entities, providing domain expertise in agribusiness, commodities, sustainability, and supply chains to the Board . The Board has affirmatively determined he is independent under Nasdaq rules, noting his son is married to the CEO’s daughter; he receives no additional compensation for serving as Corporate Secretary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TriCo Bancshares | Director; Vice Chairman; Corporate Secretary | Director since 2002; Vice Chair since 2010; Corporate Secretary since 2021 | Risk Committee member; Executive Committee member; governance continuity and agribusiness perspective |
| C.F. Koehnen & Sons, Inc. | President/Owner | Since 1994 | Operational leadership; agribusiness domain expertise |
| Riverwest Processing | President/Owner | Not specified | Almond processing operations; commodities/supply chain insights |
| Multiple agricultural entities (Koehnen Farming Company, PK Exports, K3 Exports Inc.) | President/Owner | Not specified | Agricultural industry and export insights |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| C.F. Koehnen & Sons Profit Sharing Plan | Trustee | Not specified | Private | Holds 8,600 TCBK shares in plan |
| ESOP (TriCo) | Trustee | Group trustees include Giese, Koehnen, Smith | Plan oversight | ESOP governance; excludes unallocated ESOP shares from group ownership tally |
Board Governance
- Committee assignments: Risk Committee member; Executive Committee member (not chair) .
- Independence: Independent under Nasdaq Rule 5605; Board considered family connection (adult children married) and Secretary role with no extra compensation .
- Attendance: No director attended less than 75% of Board/committee meetings; aggregate attendance ~97% in 2024 .
- Meetings: Company Board met 7 times; Bank Board met 6 times in 2024; Risk Committee met 4 times .
- Stock ownership guideline: Directors must hold ≥3x annual retainer within five years; all directors met guidelines as of 12/31/2024 .
- Hedging/pledging: Prohibited for directors by insider trading policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $52,500 | Base non-employee director retainer in 2024 |
| Committee/Chair fees | $0 | Not a chair; chair fees: Audit $15k; Risk/Comp/IT $10k; Nominating/CRA $7.5k (for reference) |
| All other compensation | $733 | Taxable value of split-dollar life insurance benefits |
| Meeting fees | $0 | No per-meeting fees |
| Total 2024 director comp | $130,807 | Cash + equity + other |
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | 05/23/2024 | 2,087 | $77,574 | Vest in full on 05/23/2025 | Dividends accrue as additional RSUs; vest only with underlying award |
| RSUs outstanding at 12/31/2024 | As of 12/31/2024 | 2,137 | N/A | Includes dividend equivalents | Outstanding units balance as reported |
- Directors receive time-based RSUs; no performance-based equity (e.g., PSUs/options) for directors in 2024 .
- Clawback and stock ownership policies apply; no option repricing; no excise tax gross-ups; strong governance practices highlighted .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public boards listed for Koehnen |
| ESOP Trustee (TriCo) | Plan | Trustee | Governance role over employee stock plan; disclosed as group trustees |
- Related-party transactions: None disclosed for Koehnen above $120,000; Board annually reviews related-party transactions; loans to directors follow Regulation O and ordinary-course terms .
Expertise & Qualifications
- Expertise: Corporate governance, business operations, financial investment matters; deep agribusiness exposure (sustainability, climate, commodities, supply-chain) .
- Community ties: Longtime Chico/Northern California resident with market knowledge .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Michael W. Koehnen (beneficial) | 218,619 | Less than 1% of outstanding (“*”) |
| CF Koehnen & Sons (entity ownership) | 97,715 | Entity shares; Koehnen owner |
| CF Koehnen & Sons Profit Sharing Plan | 8,600 | Trustee: Koehnen |
| Helen Koehnen Trust | 3,000 | Trustee: Koehnen |
| Spouse | 2,300 | Included in beneficial ownership |
| RSUs vesting within 60 days of record date | 2,154 | Included in SEC “beneficial” count |
| Ownership guideline status | Met | Directors met ≥3x retainer requirement |
| Hedging/Pledging | Prohibited | Insider trading policy bars hedging/pledging |
Governance Assessment
- Board effectiveness: Active roles on Risk and Executive Committees; brings operational, sector-specific insight beneficial to credit, market, and operational risk deliberations .
- Independence and conflicts: Independence affirmed with disclosed family connection (marriage between adult children of CEO and Koehnen) and Secretary role without added pay; monitor for perceived conflicts in executive sessions and lead director oversight framework .
- Alignment: Meaningful personal and affiliated ownership, adherence to stock ownership guidelines, prohibition on hedging/pledging, and time-based RSU compensation support shareholder alignment .
- Compensation: Balanced, modest cash retainer and standardized RSU grant consistent with peer governance practices; legacy programs (split-dollar life insurance; director supplemental retirement plan) present minor optics risk but are disclosed and limited to legacy participants (Hasbrook, Koehnen) .
- Attendance and engagement: High attendance culture (97% aggregate) and committee activity underpin engagement; no attendance shortfalls reported for nominees .
Red Flags and Watch Items:
- Related-party optics: Family tie to CEO via adult children; maintain robust independent lead director processes and executive sessions to mitigate perceptions .
- Legacy benefits: Split-dollar life insurance and frozen Director Supplemental Retirement Plan participation could draw investor scrutiny; benefits are disclosed and plan frozen with limited active participants .
- ESOP trustee role: As ESOP trustee alongside CEO and lead director, ensure clear governance boundaries and transparency in ESOP allocations and voting to avoid perceived influence .
Overall signal for investor confidence: Strong independence framework, high engagement, material long-term shareholding, and risk committee service support confidence; disclosed familial connection and legacy director benefits warrant continued monitoring but are mitigated by policies and Board oversight .