Business Context and Reporting Period
Company: Plumas Bancorp (PLBC)
Filing Type: Form 8-K (Current Report)
Date of Report: July 21, 2025
Reporting Period: Event date of July 21, 2025
Plumas Bancorp and its wholly-owned subsidiary, Plumas Bank, entered into Change in Control Agreements (CIC Agreements) with five key executive officers. The Company is incorporated in California and trades on The Nasdaq Stock Market LLC under the symbol PLBC.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the execution of executive compensation agreements.
Material Changes
The material change reported is the execution of CIC Agreements with the following executives:
- Richard Belstock (Executive Vice President and Chief Financial Officer)
- Mathew Moseley (Executive Vice President and Market President)
- Aaron Boigon (Executive Vice President and Chief Information Officer)
- Jeff Moore (Executive Vice President and Chief Credit Officer)
- Jack Prescott (Executive Vice President and Chief Banking Officer)
These agreements establish specific severance benefits triggered by a "change in control" followed by termination without "cause" or resignation for "good reason" within 24 months.
Guidance, Outlook, and Management Commentary
Agreement Terms:
- Severance Benefits: Eligible executives receive a lump sum equal to their annual base salary, unpaid annual incentive bonus, and a prorated portion of their average cash bonus over the preceding three fiscal years. Additionally, COBRA insurance premiums are reimbursed for up to 18 months.
- Conditions: Benefits are subject to the executive executing a release of claims. Payments may be reduced to avoid federal excise taxes under Section 280G of the Internal Revenue Code.
- Non-Compete/Non-Solicit: Executives agree not to misappropriate trade secrets, divert business, or solicit employees for 12 months post-termination.
- Term: Initial term ends December 31, 2028, with automatic one-year renewals unless terminated with 60 days' notice. If a change in control is announced, the agreement renews for an additional year and terminates on the second anniversary of the closing date of such change in control.
Outlook and Risks: The filing does not provide forward-looking financial guidance or discuss general business risks beyond the specific terms of the executive agreements.
Important Facts for Investors to Verify
- Review the full text of the Change in Control Agreement (Exhibit 10.1) for specific definitions of "cause," "good reason," and "change in control."
- Verify the specific compensation levels (base salary and bonus history) of the named executives to estimate potential severance liabilities.
- Monitor for any public announcements of transactions that could trigger the "change in control" provisions outlined in the agreements.
- Check subsequent filings for any amendments to these agreements or changes in executive leadership.