Thomas McGraw
About Thomas C. McGraw
Independent director of TriCo Bancshares (TCBK); age 73; on the Board since 2018 (7 years of service as of the April 2, 2025 record date). Former CEO of FNB Bancorp and First National Bank of Northern California; long-time Bay Area banker and marketing/communications consultant. Serves on Risk, IT/Cybersecurity, CRA and Executive Committees. The Board affirmatively determined he is independent under Nasdaq rules, considering his former CEO role at FNB and legacy non‑discretionary payments under an Executive Supplemental Compensation Agreement from First National Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNB Bancorp | Chief Executive Officer | 2002–2018 | Led institution acquired by TriCo; brings Bay Area market insight |
| FNB Bancorp | President | 2001–2002 | Transitioned to CEO |
| FNB Bancorp | Director | 2001–2018 | Board service pre‑acquisition |
| First National Bank of Northern California | Director | 1989–2018 | Community banking oversight |
| Private practice | Communications consultant (San Mateo/Marin Counties) | Since 1987 | Marketing and community engagement experience |
External Roles
- No current public company directorships disclosed for Mr. McGraw in TriCo’s 2025 proxy statement .
Board Governance
- Committee assignments (TCBK): Risk; IT & Cybersecurity; CRA (bank-level); Executive. Not a committee chair .
- Independence: Board determined independent under Nasdaq rules, considering legacy supplemental payments tied to prior employment at First National Bank; determination maintained .
- Attendance: In 2024, no nominee attended fewer than 75% of Board and assigned committee meetings; average director attendance ~97% (7 Company Board meetings; 6 Bank Board meetings) .
- Board practices relevant to effectiveness: majority independent (10 of 11), independent committee chairs, executive sessions of independent directors, over‑boarding cap (≤4 public boards), annual evaluations, and stock ownership requirements for directors (3× annual retainer within 5 years) .
Fixed Compensation (Director)
| Component | Amount/Description | 2024 Value |
|---|---|---|
| Annual cash retainer | Standard non‑employee director cash retainer | $52,500 (Mr. McGraw) |
| Committee/leadership fees | Lead Independent Director $15,000; Audit Chair $15,000; Risk/Comp/IT‑Cyber Chairs $10,000; Nominating & Governance/CRA Chairs $7,500; none for Mr. McGraw in 2024 | $0 (Mr. McGraw) |
| Meeting fees | None (no per‑meeting fees paid) | $0 |
| Other director cash/perks | Indemnification; eligible deferred comp plan (Mr. McGraw did not defer in 2024; only Directors Garen and Mariani deferred); no new eligibility for director supplemental retirement plan (post‑2007) | n/a |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares Granted | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 23, 2024 | 2,087 | $77,574 | Vests in full May 23, 2025 | Dividends accrue as RSU equivalents; outstanding as of 12/31/24 reflects dividend reinvestment |
| RSUs outstanding (12/31/24) | As of 12/31/24 | 2,137 | — | — | Includes dividend equivalents; equals stock awards outstanding column in director comp table |
Performance metrics tied to director equity: Director RSUs vest on service; no performance metrics apply to non‑employee director grants. Equity is targeted at ~$75,000 value annually to align with shareholders .
Other Directorships & Interlocks
| Company | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | TriCo’s 2025 proxy lists no other current public company boards for Mr. McGraw |
No compensation committee interlocks involving TriCo’s compensation and management succession committee in 2024 .
Expertise & Qualifications
- Career bank CEO and director with decades of community banking leadership (FNB Bancorp and First National Bank).
- Deep knowledge of San Francisco Bay Area banking markets and marketing/communications expertise from consulting since 1987.
- Nominated for skills in Bay Area market insight, customer/marketing acumen, and long‑term shareholder perspective as a significant shareholder .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 354,551 |
| Ownership as % of outstanding shares | 1.08% |
| RSUs vesting within 60 days of record date | 2,154 (included in beneficial ownership per SEC rules) |
| Unvested director RSUs outstanding (12/31/24) | 2,137 (reflects dividend equivalents) |
| Pledged shares | Company policy prohibits pledging/margin for directors and specified insiders |
| Hedging | Company policy prohibits hedging for directors and specified insiders |
| Stock ownership guideline | Directors must hold ≥3× annual retainer within 5 years; all directors compliant as of 12/31/24 |
Alignment signals: Meaningful direct ownership (1.08% of shares outstanding) and compliance with no‑pledging/no‑hedging and ownership guidelines support alignment with long‑term shareholders .
Governance Assessment
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Strengths and signals
- Independent director with prior public bank CEO experience; serves on risk‑sensitive committees (Risk; IT/Cybersecurity; CRA) and Executive Committee—positions that influence oversight of credit, operational and technology risk .
- High attendance culture: Board averaged ~97% attendance in 2024; no nominee <75% .
- Strong ownership alignment: 1.08% stake; directors meet 3× retainer ownership rule; no hedging/pledging allowed .
- Clean related‑party posture in 2024: Company reports no >$120,000 related‑party transactions outside disclosed items; director/insider loans follow Reg O, ordinary terms, performing .
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Potential risks/RED FLAGS to monitor
- Legacy benefit from prior employer: Board considered continued non‑discretionary payments to Mr. McGraw under an Executive Supplemental Compensation Agreement from First National Bank in its independence assessment; independence affirmed, but this ongoing benefit is a governance watch‑item for perceived conflicts .
- Age and refreshment: At 73, approaching the bylaw retirement age (directors not to stand for re‑election at ≥75 at election), implying nearer‑term succession/refreshment consideration for his seat .
- Executive Committee membership: While common at banks, Executive Committee roles can concentrate influence; balanced by independent lead director structure and independent committee leadership .
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Director pay structure
- Balanced mix of cash ($52,500) and time‑based RSUs (~$77.6k grant‑date value) without meeting fees; no option grants; equity vests after one year to reinforce service and alignment .
- No hedging/pledging; clawback provisions in place at company level; director ownership guidelines enforced .
Overall, Mr. McGraw brings seasoned community banking leadership and local market expertise to risk and technology oversight, with meaningful “skin in the game.” The primary governance watch‑item is the legacy supplemental benefit from his former bank, which the Board has evaluated within its independence framework; continued transparency and monitoring mitigate perceived conflict risk .
Appendix: Committee Matrix (2024 meetings held)
| Committee | 2024 Meetings | McGraw Membership | Chair |
|---|---|---|---|
| Audit | 11 | — | Vogel |
| Compensation & Mgmt Succession | 6 | — | Mariani |
| Nominating & Corporate Governance | 4 | — | Hasbrook |
| Risk | 4 | Member | Nakamura (Chair) |
| IT & Cybersecurity | 4 | Member | Garen (Chair) |
| CRA (Bank-level) | 4 | Member | Kane (Chair) |
| Executive | n/a (not listed in table) | Member | — (not specified) |
All committee and governance practices per 2025 DEF 14A; director attendance and independence determinations as noted above .