
										Value of Initial Fixed $100 Investment Based On:
Year		Reported Total Compensation CEO¹		Total Compensation Actually Paid CEO^1,2		Average Reported Total Compensation Non-CEO NEOs³		Average Total Compensation Actually Paid Non-CEO NEOs^2,3		Sierra Bancorp TSR		Peer Group TSR⁴		Net Income ('000s)	Return on Average Assets (%)
2024	$	1,402,302	$	1,769,385	$	716,213	$	902,032	$	121.25	$	132.44	$	40,560	1.12	%
2023		1,516,515		1,586,827		816,346		867,506		90.98		112.03		34,844	0.94	%
2022		1,416,620		1,142,299		785,401		623,794		81.64		111.47		33,659	0.97	%
2021		1,297,509		1,410,330		801,651		857,294		100.27		126.43		43,012	1.29	%
2020		1,735,320		1,818,743		1,053,152		1,097,658		85.30		90.82		35,444	1.22	%

1

The Company’s Principal Executive Officer was Kevin McPhaill for each year (2020-2024) included in the table.

2

For each of the Named Executive Officers, for each year reported on, a reconciliation between Compensation Actually Paid and Reported Total Compensation is included following the footnotes to this table.

3

The Average Reported Compensation and Average Compensation Actually Paid for the Non-CEO NEOs consists of compensation to the reported Named Executive Officers, other than the CEO, in the 2021, 2022, 2023, 2024 and 2025 Proxy Statements. 2024 Average Compensation includes compensation of Christopher Treece, Mike Olague, Hugh Boyle and Natalia Coen. 2023, 2022 and 2021 Average Compensation includes compensation of Christopher Treece, Mike Olague, Hugh Boyle and Jennifer Johnson. 2020 Average Compensation includes compensation of Christopher Treece, Mike Olague, Matt Macia and Jennifer Johnson.

4

The Peer Group selected for this TSR disclosure is the S&P U.S. Small Cap Banks Index as disclosed in Part II Item 5 of the Company’s Annual Report on Form 10-K as of December 31, 2024.

The following table provides a reconciliation between Total Reported Compensation and Compensation Actually Paid for the Company’s CEO for 2020 through 2024.


CEO		2024		2023		2022		2021		2020
Reported Total Compensation	$	1,402,302	$	1,516,515	$	1,416,620	$	1,297,509	$	1,735,320
Reported Equity Compensation (-)		-		(249,933)		(249,998)		(124,990)		(623,630)
Fair Value of Equity Awards Granted During the Year and Outstanding at Year-End (+)		-		298,833		249,060		124,944		797,325
Fair Value of Equity Awards Granted During Prior Years and Outstanding at Year-End (+/-)		191,151		51,116		(216,997)		127,833		(83,168)
Fair Value of Equity Awards Granted During Prior Years and Vested During the Year (+/-)		199,422		(8,810)		(37,873)		1,333		8,200
Reported Changes in Pension Value (-)		(48,165)		(44,219)		(40,561)		(37,141)		(32,161)
Service Cost for Pension Plan (+)		24,675		23,325		22,048		20,842		16,856
Compensation Actually Paid		1,769,385		1,586,827		1,142,299		1,410,330		1,818,743

The following table provides a reconciliation between Total Reported Compensation and Compensation Actually Paid for the Average Non-CEO NEO for 2020 through 2024.


Non-CEO NEOs		2024		2023		2022		2021		2020
Reported Total Compensation	$	716,213	$	816,346	$	785,401	$	801,651	$	1,053,152
Reported Equity Compensation (-)		-		(149,937)		(149,965)		(174,960)		(459,087)
Fair Value of Equity Awards Granted During the Year and Outstanding at Year-End (+)		-		179,273		149,402		182,244		531,550
Fair Value of Equity Awards Granted During Prior Years and Outstanding at Year-End (+/-)		128,967		28,113		(135,239)		47,691		(36,157)
Fair Value of Equity Awards Granted During Prior Years and Vested During the Year (+/-)		56,852		(6,288)		(25,805)		667		8,200
Reported Changes in Pension Value (-)		-		-		-		-		-
Service Cost for Pension Plan (+)		-		-		-		-		-
Compensation Actually Paid		902,032		867,506		623,794		857,294		1,097,658

Named Executive Officers, Footnote

1

The Company’s Principal Executive Officer was Kevin McPhaill for each year (2020-2024) included in the table.

3

The Average Reported Compensation and Average Compensation Actually Paid for the Non-CEO NEOs consists of compensation to the reported Named Executive Officers, other than the CEO, in the 2021, 2022, 2023, 2024 and 2025 Proxy Statements. 2024 Average Compensation includes compensation of Christopher Treece, Mike Olague, Hugh Boyle and Natalia Coen. 2023, 2022 and 2021 Average Compensation includes compensation of Christopher Treece, Mike Olague, Hugh Boyle and Jennifer Johnson. 2020 Average Compensation includes compensation of Christopher Treece, Mike Olague, Matt Macia and Jennifer Johnson.

PEO Total Compensation Amount

$ 1,402,302

$ 1,516,515

$ 1,416,620

$ 1,297,509

$ 1,735,320

Adjustment To PEO Compensation, Footnote

For each of the Named Executive Officers, for each year reported on, a reconciliation between Compensation Actually Paid and Reported Total Compensation is included following the footnotes to this table.

The following table provides a reconciliation between Total Reported Compensation and Compensation Actually Paid for the Company’s CEO for 2020 through 2024.


CEO		2024		2023		2022		2021		2020
Reported Total Compensation	$	1,402,302	$	1,516,515	$	1,416,620	$	1,297,509	$	1,735,320
Reported Equity Compensation (-)		-		(249,933)		(249,998)		(124,990)		(623,630)
Fair Value of Equity Awards Granted During the Year and Outstanding at Year-End (+)		-		298,833		249,060		124,944		797,325
Fair Value of Equity Awards Granted During Prior Years and Outstanding at Year-End (+/-)		191,151		51,116		(216,997)		127,833		(83,168)
Fair Value of Equity Awards Granted During Prior Years and Vested During the Year (+/-)		199,422		(8,810)		(37,873)		1,333		8,200
Reported Changes in Pension Value (-)		(48,165)		(44,219)		(40,561)		(37,141)		(32,161)
Service Cost for Pension Plan (+)		24,675		23,325		22,048		20,842		16,856
Compensation Actually Paid		1,769,385		1,586,827		1,142,299		1,410,330		1,818,743

Non-PEO NEO Average Compensation Actually Paid Amount

$ 902,032

867,506

623,794

857,294

1,097,658

Compensation Actually Paid vs. Total Shareholder Return

The following graph illustrates the level the Total Shareholder return of a $100 investment made in both the Company’s stock and in a proportionately allocated investment in the common stock of the peer group over the five-year time horizon. Additionally, the graph includes the CAP of both the Company’s CEO and the average of the non-CEO NEOs over the five-year time horizon.

The Company’s TSR compared to the Peer Group TSR. Assuming the theoretical investment of $100 in the Company’s common stock versus a proportionately allocated investment in the common stock of the Peer Group on December 31, 2019, the TSR of the Company’s Common Stock underperformed the TSR of the peer group over the five-year time horizon ending December 31, 2024. Management speculates that the underperformance of the Company’s TSR compared to the Peer Group TSR is a result of volatility in loan growth.

The PEO and Other NEO’s Compensation Actually Paid to Company’s TSR. Reported, performance-based compensation for the Company’s Named Executive Officers includes compensation under the Company’s Cash Incentive Plan and both Time Based and Performance Based Restricted Stock. While there is no direct link between cash awards made under the Cash Incentive Plan or Restricted Stock awards made by the Company and TSR, financial performance impacts the size of these awards and also impacts TSR. Financial performance likewise impacts the amount of Performance Based restricted stock that ultimately vests. Due to the Company’s equity-based compensation of its executive officers, each Named Executive Officer has a substantial amount of unvested restricted stock outstanding at any point in time. In 2020 the Company transitioned from the use of stock-options as its primary equity-based compensation vehicle to restricted stock. Each of the NEOs, with the exception of Mr. Boyle and Ms. Coen, also had unexercised stock options outstanding as of December 31, 2024, as a result of option awards made in 2020 and earlier. Due to significant amounts of outstanding restricted stock and unexercised stock options CAP to each of the NEOs is impacted directly by the changes in fair value of the Company’s common stock.

In 2020, CAP to both the Company’s CEO and Other NEOs reflected a shift in the Company’s approach to equity-based compensation, with a transition from stock options to restricted stock as its primary equity-based compensation vehicle. Upon this transition in 2020, the Company made significant initial grants of restricted stock to the Named Executive Officers at that time for retention and to better align executive interests with those of shareholders. These initial restricted stock grants were made to each of the named executive officers in August 2020 in an amount approximately equal to one year of base compensation with a 5-year vesting period. A similar award was made to Mr. Boyle in March 2021 and to Ms. Coen in 2023. The decline in CAP in 2021 to both the CEO and other NEOs, despite positive TSR was largely a result of smaller restricted stock awards made in 2021 relative to 2020, although the significant award made to Mr. Boyle in March 2021 following his hiring in December 2020 did impact the average CAP to Non-CEO NEOs in 2021. The decline in CAP in 2022 to both the CEO and other NEOs was primarily a result of the decline in the value of the Company’s common stock as reflected in the TSR. Similarly, the increase in CAP in 2023 is primarily a reflection of an increase in the Company’s stock price during 2023. The increase in CAP in 2024 is primarily a reflection of a significant increase in the Company’s stock price during 2024, despite the fact that no stock compensation awards were made in 2024 due to a shift in the timing of the grant of these awards, as described in the Compensation Discussion and Analysis.

Compensation Actually Paid vs. Company Selected Measure

The following graph illustrates the level of the Company’s ROAA over the five-year time horizon in comparison to the CAP of both the Company’s CEO and the average of the non-CEO NEOs.

PEO and Other NEOs’ CAP and the Company’s ROAA. As noted above the fluctuations in the CAP between 2020 and 2024 are largely a result of the valuation of the Company’s common stock as reflected in the TSR, with the decline in 2021 and 2022 reflecting the significant grant of restricted stock in August 2020 as well as the decline in Bank stock valuations in 2022. However, Management does see a relationship between stock performance and financial performance as reflected in ROAA and maintains that as a result a relationship, albeit indirect, exists between ROAA and CAP.

During 2021 the Company earnings benefited from an increased level of deposits, bolstered by the liquidity experienced by many financial institutions following the onset of the COVID-19 pandemic. Additionally, a significant decline in loan balances occurred in 2021, as the Company took action to reduce exposure in commercial real estate, this reduction in total loans resulted in reserve releases that bolstered earnings. Despite improving financial performance as reflected in growth in 2021 ROAA, CAP declined in 2021 primarily as a result of the significant restricted stock grants made in 2020. While the Company’s strong 2021 financial performance reflected in ROAA likely contributed to the 2021 appreciation in the Company’s stock price, this appreciation was not enough to bring 2021 CAP up to 2020 levels, again due to the significant restricted stock awards made in 2020. The decline in CAP in 2022 reflects the deterioration in the value of the Company’s stock, which was likely the result of various investor concerns, including; the prospect of reduced future earnings following a series of accelerated Federal Reserve rate hikes in response to historically high inflation levels and the impact of the deterioration of a single significant loan relationship on the Company’s asset quality and earnings. As illustrated in the TSR graph above, peer stock prices also deteriorated in 2022 due to broad economic concerns, following the rapid series of Federal Reserve rate hikes in 2022. ROAA declined slightly in 2023, despite growth in net income, as earnings growth was outpaced by growth in average assets. As noted previously, CAP increased in 2023 due to an increase in the Company’s stock price. In 2024 CAP increased again, primarily as a result of the increase in the Company’s stock price, which benefited from a general appreciation in Bank stocks, but which also was likely a result of the Company’s stronger than peer financial performance as reflected in the growth in 2024 ROAA. Improved 2024 ROAA was largely a result of the Company’s balance sheet restructure in early 2024, where a significant balance of low-yielding investment securities was sold and high-cost, shorter-term borrowings were paid off.