Sierra Bancorp Launches Director Emeritus Role with Retirement Benefits Starting July 2026

Director Retention Strengthened by New Retirement Benefit Program

Sierra Bancorp announced the implementation of a formal retirement benefits program to enhance recruitment and retention of experienced directors. The Retirement Plan for Directors Emeritus, effective July 23, 2026, provides structured retirement income for non-employee board members who voluntarily retire and transition to emeritus status. This plan aims to help Sierra Bancorp and Bank of the Sierra sustain their ability to attract and retain seasoned directors long-term.

The creation of the Director Emeritus position formally acknowledges retiring directors’ contributions and establishes a means to maintain ongoing relationships with those who have served extensively. By instituting this standardized program, Sierra Bancorp replaces informal practices with a consistent approach applicable to both the parent company and its subsidiary.

Eligibility Criteria and Director Emeritus Designation

Directors qualify for benefits by voluntarily retiring from either Sierra Bancorp’s or Bank of the Sierra’s board after fulfilling minimum service requirements outlined in the plan. Additionally, retiring directors must enter into a formal Director Emeritus Agreement with the relevant entity. These dual conditions ensure that only directors meeting both criteria receive retirement benefits under the plan.

The requirement for a formal Director Emeritus Agreement, attached to the SEC-filed plan document, establishes clear contractual terms and legal certainty for both the company and retiring directors regarding their rights and responsibilities.

Retirement Benefit Details and Payment Conditions

Annual retirement benefits are calculated as 50% of the director’s annual cash retainer from the preceding 12 months, excluding committee retainers. This amount is payable for three years following retirement, starting from the retirement date, subject to the plan’s terms and the Director Emeritus Agreement. The three-year payment period offers retiring directors meaningful income support during their transition while defining the company’s financial commitment timeframe.

Plan Coverage Across Parent and Subsidiary Boards

The retirement benefits plan applies uniformly to non-employee directors serving on the boards of both Sierra Bancorp and its wholly owned subsidiary, Bank of the Sierra. This ensures consistent treatment and access to retirement benefits regardless of board membership within the corporate structure. The inclusion of subsidiary directors highlights Sierra Bancorp’s recognition of contributions throughout its organizational hierarchy.

This unified approach reflects the integrated operations and overlapping board memberships between the parent and subsidiary, reinforcing a cohesive director retention strategy across the enterprise.

Governance and Administration of the Retirement Plan

The Sierra Bancorp Board of Directors, or a designated committee, will administer the retirement plan. This governance framework entrusts plan oversight to existing corporate decision-makers responsible for interpreting plan provisions, determining eligibility, and managing benefit payments to qualified retirees.

Assigning administration to the board or its committee ensures alignment with established governance practices and accountability for proper plan management and compliance.

Comprehensive Plan Documentation and Transparency

The full Retirement Plan for Directors Emeritus is filed as Exhibit 10.1 in Sierra Bancorp’s SEC disclosure, providing investors and stakeholders access to the complete plan details. The company notes that the summary description does not encompass all provisions and refers readers to the full document for thorough understanding.

Filing the plan as an SEC exhibit underscores its significance to shareholders and demonstrates Sierra Bancorp’s commitment to transparency and formalized governance of director retirement benefits.

Strategic Role in Director Compensation and Retention

This retirement benefit plan forms part of Sierra Bancorp’s broader strategy to attract and retain experienced directors by offering post-retirement income support. The three-year benefit duration supports a smooth transition from active service while maintaining manageable long-term financial exposure for the company.

Providing 50% of the prior annual retainer positions the benefit as supplemental income rather than full replacement, balancing meaningful support with fiscal prudence. Prospective retiring directors gain clarity on available income support when considering board tenure.

Investor Implications of the Retirement Program

Investors evaluating Sierra Bancorp’s governance and financial commitments should consider the retirement plan’s impact on long-term obligations. The financial magnitude depends on the number of directors who qualify and the retainer amounts at retirement. Although specific cost estimates are not disclosed, investors can approximate potential liabilities based on current board composition and compensation.

The program aligns with industry practices for director retention among publicly traded banks and may address competitive pressures for board talent. Public information does not indicate an immediate effect on Sierra Bancorp’s share price.

Effective Date and Disclosure Timeline

The Director Emeritus retirement plan became effective on July 23, 2026, coinciding with the creation of the Director Emeritus position. Sierra Bancorp publicly disclosed the plan on July 27, 2026, consistent with typical filing timelines for significant corporate actions.

The mid-2026 timing likely reflects strategic planning related to director transitions, governance reviews, or compensation policy updates. The disclosure informs investors and stakeholders, enabling them to factor the program into assessments of the company’s governance and financial outlook.