Form 4: Trico Bancshares Executive Craig Carney Reports Acquisition of Restricted and Performance Stock Units

Craig Carney, EVP Chief Credit Officer of Trico Bancshares, reports the acquisition of restricted stock units and performance stock units.

Summary

• On March 28, 2025, Craig Carney, EVP Chief Credit Officer of Trico Bancshares, reported the acquisition of 3,517 restricted stock units (RSUs) and 3,517 performance stock units (PSUs).
• The RSUs vest in 33.33% increments annually over three years, with cash dividends reinvested in Trico Bancshares common stock.
• The PSUs cliff vest after three years, with the number of shares vesting between 0% and 150% of the target based on Trico Bancshares' total stockholder return relative to the KBW Regional Banking Index.
• Following the reported transactions, Carney directly owns 11,129 restricted stock units and 14,639 performance stock units.

Sentiment

Score: 6

Explanation: The document itself is neutral, simply reporting a transaction. The grant of equity can be seen as a positive sign of aligning management with shareholder interests, but it also carries potential dilution risks.

Positives

• The grant of RSUs and PSUs to a key executive like the Chief Credit Officer suggests an incentive alignment with the company's long-term performance.
• The vesting schedule of the RSUs (33.33% per year over three years) encourages continued service and commitment from the executive.
• The performance-based vesting of the PSUs, tied to Trico Bancshares' total stockholder return relative to the KBW Regional Banking Index, incentivizes outperformance compared to peers.

Risks

• The value of the RSUs and PSUs is tied to the performance of Trico Bancshares' stock, which is subject to market fluctuations and industry-specific risks.
• The actual number of shares vesting from the PSUs could be significantly lower than the target if Trico Bancshares underperforms its peers in the KBW Regional Banking Index.
• The vesting of a large number of shares could potentially dilute existing shareholders' equity.

Future Outlook

The document does not contain specific forward-looking statements, but the vesting of the PSUs is contingent on the company's future performance relative to the KBW Regional Banking Index.

Industry Context

The granting of stock-based compensation to executives is a common practice in the banking industry to align management's interests with those of shareholders. Performance-based equity awards, like the PSUs, are increasingly used to incentivize outperformance relative to peers.

Comparison to Industry Standards

• Stock-based compensation is a standard practice across the banking industry.
• Companies like Bank of America, JP Morgan Chase, and Wells Fargo also utilize restricted stock units and performance-based equity awards as part of their executive compensation packages.
• The specific vesting schedules and performance metrics vary depending on the company's size, strategy, and peer group.
• The KBW Regional Banking Index is a common benchmark used to measure the performance of regional banks.

Stakeholder Impact

• Shareholders may experience potential dilution from the vesting of the RSUs and PSUs.
• Employees may view the executive compensation package as a sign of the company's commitment to its leadership.
• The performance-based nature of the PSUs could incentivize management to focus on strategies that benefit shareholders.

Key Dates

Keywords

Trico Bancshares, Craig Carney, Restricted Stock Units, Performance Stock Units, Executive Compensation, Form 4, TCBK, KBW Regional Banking Index, Vesting