Item 5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2020, Sierra Bancorp and its wholly-owned subsidiary, Bank of the
Sierra (collectively, the "Company"), announced the appointment of Jennifer A.
Johnson as Executive Vice President and Chief Administrative Officer effective
February 3, 2020. This is a newly created executive officer position that will
oversee the Company's central operations, information technology, and human
resources departments.
Ms. Johnson has over 30 years of experience in Operations and Information
Technology. Most recently she worked for Equity Bank, a $4.1 billion financial
institution headquartered in Wichita, KS, as their Executive Vice President and
Chief Information/Operations officer from January 2012 through October 2017 and
the Executive Vice President and Chief Services Officer from October 2017 to
November 2019. Prior to Equity Bank, she worked at Sunflower Bank in Salina, KS
for 13 years. At Sunflower Bank, she was the Executive Vice President and Chief
Operations/Information Officer. In her roles, Ms. Johnson has had specific
oversight of operations, call center, treasury, branch support, digital banking,
payment systems, card processing, centralized services, and new product
initiatives among other corporate operations functions.
Ms. Johnson, currently 56 years old, holds a Bachelor of Science degree from
Benedictine College in Kansas, and a Master of Business Administration degree
from Kansas Wesleyan University.
On January 16, 2020 the Company's Compensation Committee approved an employment
agreement by and between Sierra Bancorp, Bank of the Sierra and Ms.
Johnson which commences on February 3, 2020 and continues through December 31,
2022. The employment agreement was executed on January 17, 2020. Subsequent to
the initial term it will automatically renew for a one-year term, and will
continue to renew every year thereafter unless either Ms. Johnson or the Company
provides notification of non-renewal to the other party at least six months in
advance of the renewal date. The agreement specifies a minimum base annual
salary of $340,000 and an annual discretionary bonus of up to 50% of her annual
base salary, as well as severance benefits in certain circumstances equal to as
much as her annualized base salary plus maximum potential bonus, conditioned on
her full and complete release of claims against the Company or its affiliates
arising from or in any way related to her employment or termination of her
employment. Moreover, the agreement provides for the grant of options on 20,000
shares of the Company's stock, which will vest at the rate of 20% on each grant
date anniversary until fully vested. The agreement also notes the basic terms
and conditions of other benefits, delineates permitted outside activities, and
provides indemnification for Ms. Johnson for certain circumstances. In
addition, the agreement includes noncompetition, non-solicitation and
nondisclosure conditions. See exhibit 99.1 for more detailed information on Ms.
Johnson's employment agreement.
ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS
(d)Exhibits. The information required to be furnished pursuant to this item is
set forth in the Exhibit Index which appears below, immediately before the
signatures.
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