Plumas Bancorp (PLBC) Proxy Filing summary

Executive summary

• Ended 2024 with strong financial performance despite economic and interest rate challenges, achieving record earnings of $28.6M, ROE of 17.2%, and ROA of 1.74%.

• Recognized with regional and national awards, including the Raymond James Community Bankers Cup and re-listing on the Russell 2000.

• Executed a sale-leaseback strategy and restructured the securities portfolio to improve long-term interest income.

• Paid off Federal Reserve borrowings and expanded the loan portfolio, especially in SBA lending.

• Announced the pending acquisition of Cornerstone Community Bancorp, expected to close in the second half of 2025.

Voting matters and shareholder proposals

• Shareholders will vote on the election of nine directors, an advisory vote on executive compensation, the frequency of future advisory votes on executive compensation, and ratification of the independent auditor.

• Board recommends voting FOR all director nominees, FOR executive compensation, FOR annual say-on-pay votes, and FOR auditor ratification.

• Shareholder proposals and nominations must comply with advance notice and procedural requirements as outlined in the bylaws.

Board of directors and corporate governance

• Board consists of nine nominees with diverse backgrounds in business, finance, real estate, government, and community leadership.

• 89% of directors are independent; average tenure is 10 years; 22% gender diversity.

• Board leadership is separated between an independent Chairman and the CEO.

• Committees include Audit & Risk and Corporate Governance & Compensation, both with independent members.

• Code of Ethics and insider trading/anti-hedging policies are in place.

• Stock ownership guidelines require directors to hold at least $150,000 in company stock.