PLUMAS BANCORP 8-K

What Happened
Plumas Bancorp (PLBC) announced on Jan. 21, 2026 (filed Jan. 23, 2026) that its Board approved a 2026 cash non-equity incentive plan (the "2026 NEI") for employees of its subsidiary, Plumas Bank. Eligible employees are those regularly scheduled to work at least 20 hours per week. Payouts under the plan are contingent on the Bank exceeding the 50th percentile for return on assets (ROA) versus a peer group of commercial banks with $1 billion to $3 billion in assets, with ROA measured as annualized year‑to‑date income before tax divided by average year‑to‑date assets as of Sept. 30, 2026.

Key Details

• The aggregate bonus pool is split into two pools: officers and all other employees; officers’ portion is 90.9% of the combined pools.
• Maximum combined bonus pool = 8.8% of pretax, pre‑bonus income as of Dec. 31, 2026. At the 80.8th percentile the pool would equal 5.5% of pretax, pre‑bonus income (officers’ pool = 5.0%).
• Up to 11.6% of the officers’ pool may be allocated to the CEO/President; each Executive VP may earn up to 4.05% of the officers’ pool.
• CEO payout formula: 49.6% tied to ROA percentile, 16.6% for attainment of performance goals, 16.6% for meeting performance metrics, and 17.2% based on the Committee’s evaluation. EVP payouts: 58.8% ROA percentile, 16.8% goals, 8.4% metrics, 16.0% CEO evaluation.
• Performance goals include loan and deposit growth targets, an asset quality benchmark, selected strategic initiatives, and exceeding a targeted pre‑tax ROE percentile and budgeted net income. Committee discretion can adjust income for unusual or nonrecurring items.

Why It Matters
This plan concentrates a large share of potential cash incentives with officers—particularly the CEO—and ties pay to relative profitability and specific growth and asset‑quality goals. For investors, that means management compensation is explicitly linked to hitting peer‑relative ROA and other financial targets, which can align incentives with profitability, loan and deposit growth, and asset quality. At the same time, if targets are met, bonus payouts could reduce reported pre‑tax income by up to the stated percentages (maximum combined pool 8.8% of pretax, pre‑bonus income), although actual payouts are contingent on performance thresholds and Committee approval. The Board may modify or terminate the plan, and the plan does not guarantee continued employment.