Plumas Bancorp : 2024 Proxy Statement

About this update from Plumas Bancorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 Plumas Bancorp (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Dear Shareholder, As we close in on our 45th year of banking, we are excited to report that despite a challenging economic and interest rate environment, Plumas Bancorp ended 2024 with solid financial performance. Our strategic initiatives and prudent management have enabled us to navigate these challenges effectively, ensuring continued growth and stability. The Company continues to be recognized with regional and national awards including the Raymond James Community Bankers Cup and being re-listed on the Russell 2000. Plumas Bancorp also gained further independent research coverage from Piper Sandler and Stephens, adding to Raymond James' equity research on the Company. In early 2024 we executed a sale leaseback strategy, offsetting this significant one-time gain by recognizing losses in a securities portfolio restructure which will improve interest income for years to come. We paid off borrowings from the Federal Reserve and continued to build our loan portfolio, particularly with Government-guaranteed SBA production. Additionally, we have worked to enhance both our lending process and platform, moving to more digital processes to improve efficiency and improve client service. We are thrilled with our pending acquisition of Cornerstone Community Bancorp, which we expect to complete in the second half of 2025. Our companies share a connection with the people and businesses who have built their livelihoods throughout Northern California. Upon completion, we look forward to providing long-term value to our combined shareholders, clients, team members and the communities we serve. Looking forward, we have released our reimagined Mission, Vision, and Values statements as we prepare to celebrate Plumas Bank's 45th anniversary in December. We thank our clients, communities, employees and investors for their unwavering support. Your trust enables Plumas Bank to uphold our commitment to being Here. FOR GOOD. We look forward to the future with excitement and confidence, knowing that our strategic initiatives will continue to deliver positive outcomes. Andrew J. Ryback Daniel E. West Director, President & Director, Chairman Chief Executive Officer of the Board Table of Contents Proxy Statement 7 Notice of Internet Availability of Proxy Materials 8 Voting by Proxy 9 Revocability of Proxies 10 Persons Making this Solicitation 10 Voting Securities 11 Security Ownership of Certain Beneficial Owners and Management 12 2024 Performance Highlights 14 Election of Directors 15 Experience and Qualifications 17 The Board of Directors and Committees 22 Shareholder Communication with the Board of Directors 22 Board Role in Risk Oversight 23 Leadership Structure of Board 25 Code of Ethics 25 Insider Trading Policy; Anti-Hedging 25 Director Independence 26 Certain Transactions 26 Audit & Risk Committee 27 Corporate Governance & Compensation Committee 28 Corporate Citizenship Practices 30 Compensation of Directors 31 Director Retirement Agreements 31 Post-Retirement Consulting Agreements 32 Stock Ownership Guidelines 32 4 Executive Compensation 33 Proposal 2: Non-Binding Advisory Vote on Executive Compensation 34 Proposal 3: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Company's Executive Compensation 35 Compensation of Executives 36 Non-Equity Incentive Plan 37 Pay Versus Performance 39 Equity Compensation 40 Employment Agreements, Post-Employment Benefits and Potential Payments Upon Termination or Change of Control 41 Perquisites 44 Outstanding Equity Awards as of December 31, 2024 44 Proposal 4: Ratification Of Appointment Of Independent Registered Public Accounting Firm 45 Change in Independent Auditors 46 Fees Paid to Independent Auditors 47 Audit & Risk Committee Report 48 Shareholder Proposals and Nominations 49 Other Matters and Available Information 51 Other Matters 52 Available Information 53 2025 Proxy Statement 5 Notice of Annual Meeting of Shareholders Date/Time Location Record Date Wednesday, May 21, 2025 Nevada Museum of Art March 25, 2025 9:30 a.m. Pacific Time 160 W. Liberty Street Reno, Nevada Notice is hereby given of the Annual Meeting of Shareholders of Plumas Bancorp. The meeting will be held at the Nevada Museum of Art at 160 W. Liberty Street, Reno, Nevada, on Wednesday, May 21, 2025 at 9:30 a.m. Pacific Time, for the purpose of considering and voting upon the following matters: Proposal 1: Election of Nine Directors Michonne R. Ascuaga, Steven M. Coldani, Kevin Foster, Richard F. Kenny, Robert J. McClintock, Heidi S. O'Gara, Sushil A. Patel, Andrew J. Ryback, Daniel E. West Proposal 2: Advisory Vote on Executive Compensation Proposal 3: Advisory Vote on Frequency of Vote on Executive Compensation Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm And such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof. Our Board of Directors recommends that you vote FOR each of our nine director nominees in Proposal 1, for every 1 YEAR for Proposal 3 and FOR Proposals 2 and 4. The proxy statement accompanying this notice includes important information about the Annual Meeting and these proposals. Please follow the instructions to vote by telephone or over the internet on your Notice of Internet Availability, proxy card or voting instruction form. If you received a paper set of materials you may sign and return the enclosed proxy. The proxy may be revoked at any time prior to its exercise. Internet Telephone Mail www.proxyvote.com 1.800.690.6903 Sign, date, and mail the Proxy card By Order of the Board of Directors, Michonne R. Ascuaga, Secretary Dated: April 10, 2025 6 Proxy Statement Notice of Internet Availability of Proxy Materials To expedite delivery, reduce costs and decrease the environmental impact of our proxy materials, we are using an SEC rule that allows us to furnish proxy materials over the internet instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about April 10, 2025, shareholders were sent a Notice of Internet Availability (the "Notice") containing instructions on how to access our proxy materials, including this proxy statement and the 2024 Plumas Bancorp Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2024, over the internet. If you received the Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions in the Notice. The Notice is not a proxy card that can be submitted to vote your shares. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how to vote via the internet or by telephone. Shareholders who have requested paper copies of the proxy materials will receive printed copies in the mail. If you receive more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the internet or by telephone or sign and return by mail all proxy cards. If you received paper copies of the proxy materials this year, but in the future would like to receive only the Notice and access the proxy materials electronically, you can elect to do so by: (i) following the instructions provided in the proxy card, if your shares are registered in your name, or (ii) by contacting your broker, trustee, bank or other nominee, if you hold your shares in street name. View the Proxy Statement & 2024 Annual Report to Shareholders at http://materials.proxyvote.com/729273 8 Proxy Statement Voting by Proxy Whether or not you plan to attend the Meeting, if you are a holder of record you may submit a proxy to vote the shares registered in your name via internet, telephone or mail as more fully described below: By Internet: Go to https://www.proxyvote.com and follow the instructions. You will need information from your Notice, proxy card or electronic delivery notice to submit your proxy. By Telephone: Call 1.800.690.6903 and follow the voice prompts. You will need information from your Notice, proxy card or electronic delivery notice to submit your proxy. By Mail: Mark your vote, sign your name exactly as it appears on your proxy card, date your proxy card and return it in the envelope provided. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are the holder of record with respect to those shares. If a bank, broker or other nominee holds your shares, you will receive voting instructions directly from the organization holding your shares as the holder of record. Your broker will vote your shares if you provide instructions on how to vote. If you do not tell your broker how to vote, your broker may vote your shares in favor of "routine" proposals such as the ratification of the auditor appointment, but may not vote your shares on "non-routine" proposals, including the election of directors, the advisory vote on the Company's executive compensation, the frequency of future advisory votes on the Company's executive compensation, or any other "non-routine" item of business. Your broker is not required to vote your shares if you do not provide instructions. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via internet or telephone. If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the recommendations of the Company's Board of Directors (the "Board"): "FOR" Proposal 1: Election to the Board of all the nine director nominees named in this proxy statement; "FOR" Proposal 2: Approval of the Company's executive compensation on an advisory (non-binding) basis; "FOR" Proposal 3: Future advisory votes on the Company's executive compensation program to be held every year; "FOR" Proposal 4: Ratification of the appointment of Elliott Davis, LLC as our independent registered public accounting firm for the year ending December 31, 2025. If other matters properly come before the Meeting, the persons appointed to vote the proxies will vote on such matters in accordance with the recommendations of management. Such persons also have discretionary authority to vote to adjourn the Meeting, including for the purpose of soliciting additional proxies to vote in accordance with the recommendations of the Board on any of the above items. The proxies that we are soliciting authorize the proxy holders to vote your shares in accordance with your instructions at any adjournment or postponement of the Meeting. 2025 Proxy Statement 9

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