tcbk-20250417

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

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			TriCo Bancshares 63 Constitution Drive Chico, California 95973 Phone: (530) 898-0300 www.tcbk.com

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT


Date						Thursday, May 22, 2025
Time						10:30 AM, Pacific Time
Record Date						April 2, 2025
Location						63 Constitution Drive
						Chico, CA 95973

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) of TriCo Bancshares will be held on Thursday, May 22, 2025, at 10:30 AM Pacific Time for the following purposes:

Items of Business

Proposal 1: Elect 11 directors for terms expiring at the 2025 Annual Meeting of Shareholders. The nominees for election are:


Kirsten E. Garen	Cory W. Giese	John S. A. Hasbrook	Margaret L. Kane
Michael W. Koehnen	Anthony L. Leggio	Martin A. Mariani	Thomas C. McGraw
Jon Y. Nakamura	Richard P. Smith	Kimberley H. Vogel

Proposal 2: Approve, on an advisory basis, the compensation of our executives.

Proposal 3: Ratify the selection of Moss Adams LLP as our independent registered public accounting firm for 2025.

Proposal 4: Attend to any other business properly presented at the meeting.

We do not know of any other business that will come before the meeting. In order to vote without attending the meeting, you may sign and date the enclosed proxy and voting instruction card and return it in the postage prepaid envelope.

As a shareholder, your vote is important. Whether or not you plan to attend the annual meeting in person, it is important that you vote as soon as possible to ensure that your shares are represented. We request that all shareholders be present at the meeting in person or by proxy to ensure that we have a quorum.

By Order of the Board of Directors,

Michael W. Koehnen

Secretary, TriCo Bancshares

Chico, California

April 17, 2025

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2025

TriCo’s Annual Report on Form 10-K for the period ending December 31, 2024 and the 2025 Proxy Statement are available at https://www.tcbk.com/about/investor-relations.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 68.


YOUR VOTE IS IMPORTANT TO TRICO BANCSHARES. Regardless of whether or not you plan to attend the meeting in person, we urge you to vote in favor of each of the proposals as soon as possible.

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Proposals to be voted on at the annual meeting						1
Proxy statement highlights						2
Board of directors						7
Corporate governance, board nominations and board committees						13
Compensation of directors						25
Ownership of voting securities						27
Information about our executive directors						29
Compensation discussion and analysis						30
Report of the compensation and management succession committee						47
Compensation of named executives						48
Report of the audit committee						66
Independent registered public accounting firm						66
Other information						67
Questions and answers about the annual meeting and voting						68
Appendix A: Reconciliation of GAAP and non-GAAP financial measures						A-1

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Proposals to be Voted on at the Annual Meeting

The Board of Directors of TriCo Bancshares ("TriCo," the "Company" or “we”) is providing this proxy statement to you in connection with the solicitation of proxies for its annual meeting of shareholders, which will take place at 10:30 a.m., Pacific Time on May 22, 2025, and any adjournments and postponements of the annual meeting, which we refer to collectively as the "meeting." These proxy materials were first made available to shareholders on or about April 17, 2025.

As a shareholder, you are invited to attend the meeting and may vote on the proposals described in this proxy statement. The following is a summary of the proposals that will be presented at the meeting.

1.Election of Directors

Eleven directors will be elected this year for terms expiring at our annual meeting in 2026. Each nominee is currently serving as a director of TriCo. The nominees for election are:


Kirsten E. Garen	Cory W. Giese	John S. A. Hasbrook	Margaret L. Kane
Michael W. Koehnen	Anthony L. Leggio	Martin A. Mariani	Thomas C. McGraw
Jon Y. Nakamura	Richard P. Smith	Kimberley H. Vogel

Brief biographies of the director nominees are found at “Board of Directors.” These biographies include each nominee’s age, business experience, a description of some of the experience, qualifications, attributes or skills that led us to conclude that each nominee should serve as a director of the Company and certain other information.

The 11 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is present, subject to the Company's majority withhold vote policy. We know of no reason why any nominee may be unable to serve as director. If any of the nominees should unexpectedly decline or become unable to serve, the proxies we are soliciting may be voted for a substitute nominee or the Board of Directors (the “Board”) may reduce the size of the Board.

Shareholders may cumulate their votes when electing directors. To do so, you must follow the procedures set forth in our Bylaws, which are described at “Corporate Governance, Board Nomination and Board Committees--Nomination and Election of Directors.”

The Board recommends a vote FOR the election of all 11 nominees.

2.Advisory Vote Concerning Executive Compensation

We are asking our shareholders to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules. At the meeting, shareholders will have the opportunity to endorse or not endorse our executive compensation programs through an advisory (nonbinding) vote on the compensation of our named executive officers as disclosed in this proxy statement by voting on the following proposal:

“Resolved, that our shareholders approve, on an advisory basis, the compensation of our Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative discussion disclosed in this proxy statement.”

Detailed information about the compensation of our named executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 48 and “Compensation Discussion and Analysis,” beginning on page 30. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer compensation to, and to

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reward executive officers for, the Company’s financial performance and the creation of shareholder value. We believe that our executive compensation programs achieve these objectives.

The proposal will be adopted if a majority of the shareholders are present and voting on the proposal vote in favor of the proposal, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. As an advisory vote, this proposal is not binding on TriCo. However, our Board of Directors and our compensation and management succession committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions regarding our named executive officers. We expect that the next advisory vote on our executive compensation program will occur at our 2026 annual meeting of shareholders.

The Board recommends a vote FOR approval of the Company’s executive compensation program.

3.Ratification of Selection of Independent Registered Public Accounting Firm

Our audit committee has selected the firm of Moss Adams LLP as our independent registered public accounting firm for 2025.

The affirmative vote of a majority of those shareholders are present and voting at the meeting will ratify the selection of Moss Adams LLP as our independent registered public accounting firm, assuming the shares voting in favor of the proposal also constitute a majority of the required quorum. If shareholders fail to ratify the appointment of Moss Adams LLP, the audit committee will reconsider whether or not to retain that firm. Even if appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time.

Additional information concerning this proposal can be found at “Independent Registered Public Accounting Firm” on page 66.

The Board recommends a vote FOR the ratification of the selection of

Moss Adams LLP as our independent registered public accounting firm for 2025.

Your vote is important! Please cast your vote as soon as possible, but, if you vote by Internet or phone, you must vote no later than 11:59 p.m. Eastern Time on May 21, 2025, for common stock held directly.


For more information on how to cast your vote, please see the Questions and Answers section beginning on page 68.

PROXY STATEMENT HIGHLIGHTS

Attending the Annual Meeting:

Shareholders of record of TriCo Bancshares common stock or authorized representatives of a beneficial holder of TriCo Bancshares Common Stock, or their legal proxy holders, as of the close of business on April 2, 2025, the record date, are entitled to attend the Annual Meeting. The meeting will start at 10:30 a.m. Pacific Time on May 22, 2025, at the Company’s headquarters, located at 63 Constitution Drive, Chico, CA 95973.

Shareholders may vote before the date of the meeting using one of the methods provided on the proxy card. Shareholders holding shares of common stock directly, though our transfer agent, Computershare, may vote at the meeting. We recommend that shareholders vote by mail, internet, or telephone prior to the meeting, even if they plan to attend the meeting in person.

For more information on how to cast your vote,

please see the Questions and Answers section beginning on page 68.

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About Our Company

TriCo Bancshares is a bank holding company headquartered in Chico, California. Our common stock is listed on the Nasdaq Stock Market where it trades under the symbol "TCBK".

Through our subsidiary, Tri Counties Bank (the "Bank"), we provide customers Service with Solutions® through our branch network and loan production offices in communities throughout California. The Bank provides an extensive and competitive breadth of consumer, small business and commercial banking financial services, along with convenient around-the-clock ATM, online and mobile banking access. Brokerage services are provided by Tri Counties Advisors through affiliation with Raymond James Financial Services, Inc. Visit www.TCBK.com to learn more. The information on our website is not part of this proxy statement.

Corporate Performance Highlights

•Net interest margins that exceeded peers and most regional and national financial institutions

•Strong capital, liquidity, and asset quality positions

•Stability of net income which was $114.9 million for 2024, as compared to $117.4 million during 2023

•$9.7 billion in assets at December 31, 2024 and a reduction in other borrowings of $543.0 million during 2024

•Continued to maintain an above peer allowance for credit losses to total loan ratio and below peer non-performing asset and past due loan ratios

•Operating efficiency was 59.1% in 2024 compared to 55.8% in 2023 amid strong inflationary and competitive pressures

•Continued investment in people, processes, and technology to enhance our risk management capabilities and to drive process improvement and ability to scale

• A $1.32 per share cash dividend paid in 2024, a $0.10 or 10% increase from the $1.20 per share cash dividend paid in 2023

Corporate Governance Highlights

Our Board of Directors is committed to strong and effective governance and oversight. Annually, the Board reviews and, as necessary, enhances its practices in relation to Board independence, Board accountability, and Board effectiveness. Below are some highlights of our Board governance program.

Board Independence

•Strong Independent Lead Director: The Board of Directors has an active and empowered Independent Lead Director.

•Substantial Majority of Independent Directors: Ten of our eleven directors are independent under Nasdaq listing standards. The Chief Executive Officer is the only member of management who is nominated for election to the Board of Directors.

•Independent Director-Led Committees: All committees of the Board of Directors are comprised of and chaired by directors who are independent under Nasdaq listing standards.

•Executive Sessions: Independent directors meet in executive session as needed at regularly scheduled board and committee meetings; however, it is possible that non-independent directors and/or independent directors who are not members of the committee will attend such sessions.

Board Accountability

•Corporate Culture: Directors review and approve our Code of Business Conduct and Ethics annually.

•Attendance: Directors nominated for election had a 97% aggregate attendance rate in 2024 for all Board and assigned committee meetings.

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•Annual Elections Subject to Majority Vote: Our board has implemented a majority voting policy for uncontested director elections. The policy requires a director receiving more “Withhold” than “For” votes to submit a resignation, which will be considered by the corporate governance and nominating committee.

•Retirement Age: To encourage Board turnover/refreshment, our Bylaws provide that a director shall not stand for re-election at the Annual Meeting if that director will be 75 years or older at the time of election.

•Director Compensation: Director compensation is reviewed and approved annually by the compensation and management succession committee.

•Oversight of Strategy: The Board of Directors oversees the development of our strategic plan each year and receives updates on the implementation of strategic plans throughout the year at regularly scheduled Board meetings. The Board also reviews the risk assessment of the strategic plan.

•Stock Ownership Requirements: Directors are required to own TriCo stock equal in value to three times their annual retainer fee within five years of their Board appointment.

•Oversight of Succession Planning: The Board engages in an annual succession planning review meeting for both the Board and senior executives in addition to regular succession planning discussions at the committee level.

•New Board Members: We have had five new independent directors since 2020.

•Diverse Skills and Experience: Our directors have skills and experience in the areas of banking, finance and accounting, digital technology, marketing, regulatory, public company, C-suite, information technology, cyber security, small business, risk management, compliance, legal, agriculture sustainability, and thorough knowledge of the Company's geographic and banking/financial sector markets.

•Commitment to Diversity: The Board has outlined its commitment to diversity in the corporate governance guidelines, see "Board of Directors - Commitment to Diversity" on page 15..

Board Effectiveness

•Committee Self-Assessments: The Board, and all of its committees conduct annual evaluations. The Board and management implement action plans and make adjustments based on directors’ feedback.

•Director Skills and Expertise: The Board annually reviews directors’ skills and expertise to ensure the Board represents a diverse skill set oriented to the historic and emerging needs of our business. The Board has added five new directors since 2020 to further enhance the Board’s skills and expertise. The Board does not consider individual directors to be responsible for particular areas of the Board's focus or specific categories of issues that may come before it. Rather, the Board seeks to assemble a group of directors, that, as a whole, represent a mix of experiences and skills that allows appropriate deliberation of all issues that the Board might be likely to consider.

•Director Education/Training: We maintain a director education program, with director education sessions conducted throughout the year. Directors are also encouraged to attend outside education events and report what they learned to the entire Board.

•Over-boarding Restrictions: All directors are subject to over-boarding restrictions and can serve on no more than four (4) public company boards (including TriCo).

•Strong Corporate Governance Guidelines: The corporate governance guidelines and board committee charters are reviewed annually to maintain strong and sound governance practices.

Executive Compensation Highlights

Strong Best Practices

•Annual review of pay equity practices

•Annual say-on-pay advisory vote

•Robust code of business conduct and ethics

•Pay for performance

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•Use of independent compensation consultant which reports directly to the compensation and management succession committee

•No excise tax gross-ups

•No option repricing without shareholder approval

•Stock ownership guidelines for executive officers

•Clawback policy and provisions

•Balanced focus between short and long-term forms of incentive compensation, which are tied to Company performance and shareholder value creation

Corporate Responsibility Highlights

Overview

We take a comprehensive approach to corporate social responsibility that includes investing in our communities and creating a culture of strong corporate governance and risk management. We believe that this approach enables us to more effectively serve our stockholders, clients, communities, and colleagues. We focus on creating value through the following prioritized areas: governance; a diverse workforce; engaging and empowering employees; and investing in our communities, including affordable housing, direct giving, partnering with small business investment companies, and employee volunteerism.

Human Capital / Social Highlights

We believe that a high-performing collaborative workforce is a key to success. This includes a safe and inclusive workplace that promotes diversity of thought and perspective and promotes our values of trust, respect, integrity, communication and opportunity. We seek to maintain an environment that values unique opinions and beliefs, inspires innovative solutions, and enables people to thrive.

Furthermore, we strive to have a workforce that reflects the communities we serve and continue to promote diversity in leadership roles. We are committed to providing an inclusive, supportive, and discrimination-free workplace. We reward and recognize employees based on their individual and departmental performance as well as overall Company results.

We attract and retain employees by offering professional growth opportunities through various training and development programs, and by offering competitive compensation and benefits packages. Our benefits include employer subsidized health insurance, wellness initiatives, employee assistance programs, a 401(k) retirement plan, tuition reimbursement, and an employee stock ownership plan.

We encourage our team members to share their talents in their communities through volunteer activities in education, economic development, human and health services, and community reinvestment.

For more information about our human capital management practices, please refer to our Annual Report on Form 10-K for the year ended December 31, 2024.

Corporate Social Responsibility - Community Engagement

Our success is contingent upon and a reflection of the successful economic growth and vitality of the communities we serve. Each year, we strive to provide a broader range of financial resources and services to reach those traditionally underserved by other banks. To this end, in 2024, Tri Counties Bank continued to demonstrate our leadership by:

•Receiving the highest performance rating of “Outstanding” from the Federal Deposit Insurance Corporation in its most recent Community Reinvestment Act Performance Evaluation.

•Collaborating with community partners to sustain down payment assistance programs and fully fund down payment grants for low- and moderate-income borrowers throughout our branch footprint.

•Continuing to offer the Homeownership Access Program, a special purpose credit program that provides a lender credit of up to $7,500. This program is aimed at increasing homeownership in historically disadvantaged Black and Hispanic communities in the Bank’s retail market. Additionally, we are maintaining our partnership with a nationally recognized community development organization that collaborates with low-income families to build and sustain healthy homes and

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communities. This partnership includes offering a mortgage loan that acknowledges the sweat equity contributions of homeowners.

•Introducing the Small Business Empowerment Program, a special purpose credit program created to help small businesses in our communities gain access to credit. This program provides flexible underwriting criteria for eligible small businesses applying for Business Credit Cards up to $25,000, Small Business Lines of Credit up to $50,000, or Small Business Secured Loans up to $75,000. The program is designed for self-identified minority, veteran, LGBTQ+ and women majority-owned small businesses.

•Partnering with a non-profit economic development district that serves a three-county area by providing business financing and collaboration in economic development to create a support network providing mentorship and customized technical assistance to minority business owners.

•Supporting our communities with $1.7 million in donations and sponsorships including over $800,000 in charitable contributions to support low- and moderate-income community initiatives.

•Encouraging our employees to give back to the communities we serve, leading to both monetary contributions and more than 11,000 volunteer hours of service to non-profits, community organizations, schools, and youth programs. Over 4,500 hours were focused on providing leadership, financial literacy training and support to organizations that benefit low-and-moderate-income communities.

•Collecting more than 25,000 pounds of nonperishable pantry items in 27 counties in California. All food donations stay local to stock pantries during the holidays and throughout the year.

•Continuing our scholarship program that awards more than $110,000 annually to students who demonstrate interest in public service, community engagement and business entrepreneurship. In 2024, we awarded sixty $1,500 scholarships to students with a Student Aid Index of zero or less, and a minimum GPA of 2.5.

•Maintaining our BankOn Certification of our MoneySmart Checking product in order to promote safe and affordable banking services to underbanked individuals.

•Participating in the Federal Home Loan Bank of San Francisco’s grant programs that include affordable housing, economic development for small businesses, and downpayment assistance to qualified low-income homebuyers in California, including the Workforce Initiative Subsidy for Homeownership (WISH) Program. Together with the Bank, these initiatives have funded over $4.5 million in downpayment assistance, economic development for small business, and affordable housing projects.

Sustainability Highlights

Throughout our daily operations we seek ways to reduce our impact on the environment by eliminating or reducing the use of paper statements and documents where possible.

•We regularly encourage our customers to sign up to receive statements and notices electronically through the use of E-statements and E-notices and to take advantage of our online and mobile banking services.

•We continued to expand our initiative that allows many documents to be signed electronically.

•We encourage our employees to reduce their use of paper documents where possible and to receive tax documents through the use of E-tax forms.

•Our operations center utilizes solar panels to reduce energy use.

•We give our shareholders the opportunity to receive our proxy materials electronically to help us reduce our production, use and delivery of significant quantities of paper.

•A portion of our workforce periodically works remotely with some completely remote.

Our Culture

Our values are the foundation and the moral compass for everything we do.

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Our values should guide every conversation we have, every decision we make, and every interaction we have with our customers and our fellow employees.

Our values are simple and rely on common sense – just some basic rules to live and work by. The difference is in how we abide by our values and hold each other accountable.

We won’t always be perfect, but we strive to live and work by these every day.

We have five core T.R.I.C.O. values:

•Trust - We strive to earn the trust of our customers and colleagues.

•Respect - We appreciate and value others and treat them kindly.

•Integrity - We act with sincerity and honor the commitments we've made.

•Communication - We are thoughtful and transparent in our communication.

•Opportunity - We look for ways to exceed the expectations of our customers.

SEC Form DEF 14A filed by TriCo Bancshares