Sierra Bancorp (BSRR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with in-person attendance only; no online participation offered.

• Shareholders will vote on election of six Class I directors, ratification of independent auditors, and an advisory say-on-pay vote.

• Proxy materials and annual report are primarily distributed via the internet to reduce environmental impact and costs.

• Only shareholders of record as of March 23, 2026, are entitled to vote; each share equals one vote, with no cumulative voting for directors.

Voting matters and shareholder proposals

• Election of six Class I directors to serve until 2028; nominees are all current directors.

• Ratification of Forvis Mazars, LLP as independent auditors for 2026.

• Advisory vote on executive compensation (say-on-pay) is non-binding but will be considered for future arrangements.

• Shareholder proposals for the 2027 meeting must be submitted by December 15, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of 11 directors divided into two classes with staggered two-year terms.

• All directors except the CEO are independent per Nasdaq rules; committees are composed solely of independent directors.

• Board diversity includes five female directors, three from underrepresented communities; backgrounds span banking, law, agriculture, and more.

• Board leadership structure separates the Chair and CEO roles, with an independent Chair.

• Shareholders can communicate directly with the Board; director attendance at meetings is encouraged.