Form 4: Sierra Bancorp EVP/CRO Awarded Restricted Stock

Natalia M. Coen, EVP/CRO of Sierra Bancorp, received grants of time-based and performance-based restricted stock under the company's 2023 Equity Incentive Plan.

Summary

• Natalia M. Coen, Executive Vice President and Chief Risk Officer (EVP/CRO) of Sierra Bancorp, was awarded common stock on February 12, 2026.
• The awards consisted of 3,651 shares of time-based restricted stock and 1,217 shares of performance-based restricted stock.
• Both awards were granted at a price of $0 per share under the Issuer's 2023 Equity Incentive Plan.
• The time-based restricted stock vests ratably over three years, subject to forfeiture conditions.
• The performance-based restricted stock's vesting at the end of three years will be calculated based on the achievement of specified performance goals.
• Following these transactions, Natalia M. Coen's direct beneficial ownership of common stock totals 27,489 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine, slightly positive event, as it aligns executive incentives with shareholder interests, though it's not a direct indicator of operational performance or a significant market moving event.

Positives

• The grant of 4,868 shares (3,651 time-based + 1,217 performance-based) of common stock to a key executive aligns management's long-term interests with those of shareholders.
• The awards are part of the company's 2023 Equity Incentive Plan, indicating a structured approach to executive compensation and retention.
• The inclusion of performance-based vesting incentivizes the achievement of specific company goals, potentially driving value creation.

Negatives

• The awarded shares are restricted and subject to vesting schedules and forfeiture conditions, meaning the executive does not have immediate full ownership or liquidity.
• The performance-based shares introduce uncertainty regarding the final number of shares that will ultimately vest, as it depends on future performance achievements.

Risks

• Forfeiture risk: Both the time-based and performance-based restricted stock awards are subject to forfeiture upon the occurrence of certain events specified in the underlying grant agreements.
• Performance risk: The number of performance-based shares (1,217 shares) that will vest is contingent upon the level of achievement of specified performance goals, which may not be fully met.

Future Outlook

The restricted stock awards are designed to vest over a three-year period, with the performance-based component's final share count dependent on future achievement of specific company performance goals.

Industry Context

StockSavvy.ai notes that the grant of restricted stock to executive officers is a common practice in the banking and financial services industry, serving as a key component of long-term incentive compensation to align management with shareholder interests and promote retention.

Comparison to Industry Standards

• The use of both time-based and performance-based restricted stock awards is consistent with best practices in executive compensation across the financial sector, similar to programs at regional banks like Bank of Marin Bancorp (BMRC) or Pacific Premier Bancorp (PPBI), which often utilize a mix of equity incentives to motivate and retain key personnel.
• A $0 grant price for restricted stock is standard for equity awards that are compensation rather than a purchase.

Corporate Governance

Related Party Transactions

• Grant of 3,651 shares of time-based restricted stock to Natalia M. Coen, an executive officer (EVP/CRO) of Sierra Bancorp.
• Grant of 1,217 shares of performance-based restricted stock to Natalia M. Coen, an executive officer (EVP/CRO) of Sierra Bancorp.

Stakeholder Impact

• Shareholders: The equity grants aim to align the interests of a key executive with those of shareholders, potentially leading to improved long-term performance and value creation.
• Employees: The equity incentive plan serves as a mechanism for executive retention and motivation, which can contribute to stable leadership.

Next Steps

• The time-based restricted stock will vest ratably over three years from the grant date.
• The performance-based restricted stock will vest at the end of three years, with the number of shares determined by the achievement of specified performance goals.

Key Dates

Keywords

Sierra Bancorp, BSRR, Form 4, Restricted Stock, Equity Incentive Plan, Executive Compensation, Insider Transaction, Corporate Governance