
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

The Board of Directors of TriCo Bancshares ("TriCo" or the "Company") 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 4:2:00 p.m., Pacific Time on May ~~27, 2021,~~19, 2022, 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 ~~16, 2021.~~13, 2022.

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

Twelve (12) directors will be elected this year for terms expiring at our annual meeting in ~~2022.~~2023. Each nominee is currently serving as a director of TriCo. The nominees for election are:


Donald J. Amaral	~~L. Gage Chrysler III~~	~~Craig S. Compton~~
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.

We know of no reason why any nominee may be unable to serve as director. If any nominee is unable to serve, the proxy may be voted for the election of such substitute nominee(s) as may be designated by the Board.

The 12 nominees receiving the most affirmative votes cast at the meeting will be elected as directors assuming a quorum is ~~present. Consequently, any shares not voted at~~present, subject to the ~~meeting, whether by abstention or otherwise, will have no effect on the election of directors.~~Company's majority withhold vote policy. 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 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 12 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.

Detailed information about the compensation of our executive officers is included in the sections titled “Compensation of Named Executive Officers” beginning on page 4245 and “Compensation Discussion and Analysis,” beginning on page ~~28.~~30. Our executive compensation programs are designed to attract and retain well-qualified executives and to link executive officer compensation to, and to 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 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 ~~2022~~2023 annual meeting of shareholders.

The Board recommends a vote FOR the following resolution:

“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.”

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 ~~2021.~~2022.

The affirmative vote of a majority of those shareholders 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 ~~57.~~60.

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

Moss Adams LLP as our independent registered public accounting firm for ~~2021.~~2022.

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 ~~26, 2021~~18, 2022 for Common Stock held directly.

For more information on how to cast your vote, please see ~~pages 59-63.~~the Questions and Answers section beginning on page 62.


PROXY STATEMENT HIGHLIGHTS

Attending the Annual Meeting:

Due to the continued uncertainties on public gatherings caused by the ongoing global health pandemic, ~~caused by COVID-19,~~ our ~~2021~~2022 Annual Meeting will be held inboth in person and online. This hybrid format protects the health and safety of our employees, shareholders, and directors and is consistent with federal, state, and local public health guidance. ~~Allowing~~Furthermore, allowing shareholders to attend the meeting online facilitates shareholder attendance and participation by allowing all shareholders to participate ~~equally,~~ through any internet-connected device from any location, free of cost. Moreover, a hybrid meeting will enable us to conduct the meeting with a reduced carbon footprint and less environmental impact compared to an all in-person 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 ~~1, 2021,~~5, 2022, the record date, are entitled to attend the Annual Meeting.

The meeting will start at 4:2:00 p.m. Pacific time on May ~~27, 2021.~~19, 2022. Shareholders attending virtually may participate by logging onto ~~www.meetingcenter.io/233953997~~www.meetnow.global/MXGCQGM beginning at 3:1:45 p.m. Pacific time and entering their 16-digit control number. We encourage shareholders to visit ~~www.meetingcenter.io/233953997~~www.meetnow.global/MXGCQGM in advance of the meeting to familiarize themselves with the online access process and update their devices as appropriate. The virtual Annual Meeting platform is fully supported across browsers and devices that are equipped with the most updated version of applicable software and plugins.

Shareholders should verify their internet connection prior to the meeting. Additionally, shareholders should allow sufficient time after logging in to ensure that they can hear streaming audio prior to the start of the meeting.

If you have difficulties accessing the meeting online during check-in or during the meeting, please call the technical support number listed on the sign-in page for the meeting.

Shareholders will have substantially the same opportunities to participate in our meeting online as they have in-person. Shareholders will be able to attend, vote (in the case of holders of common stock), ~~examine the shareholder list,~~ review the Rules of Conduct, and submit questions before and during a portion of the meeting via the online platform. Shareholders may submit questions by signing into the virtual meeting platform at ~~www.meetingcenter.io/233953997,~~www.meetnow.global/MXGCQGM, typing a question into the “Ask a Question” field, and clicking submit. Questions which comply with the Rules of Conduct and that are germane to the purpose of the Annual Meeting will be answered during the meeting, subject to time constraints. Questions regarding personal matters or matters not relevant to the Annual Meeting will not be answered. ~~If we receive substantially~~Substantially similar questions we will ~~group them~~be grouped together.

Shareholders of our common stock may vote during the meeting. Shareholders may also vote before the date of the meeting using ~~the~~ one of the methods provided on the proxy card. We recommend that shareholders vote by mail, internet, or telephone prior to the meeting, even if they plan to attend the meeting in person or virtually.

For more information on how to cast your vote, please see ~~pages 59-63.~~the Questions and Answers section beginning on page62.

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 ~~traditional stand-alone~~our branch network and ~~in-store bank branches~~loan production offices in communities throughout ~~Northern and Central~~ 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.TriCountiesBank.com to learn more. The information on our website is not part of this proxy statement.

Corporate Performance Highlights

•Strong financial performance amid challenging operating environment due to the continuing pandemic

•Strong capital and liquidity positions

•$~~7.6~~8.6 billion in assets at December 31, ~~2020,~~2021, compared to ~~$6.5~~$7.6 billion in assets at December 31, ~~2019~~

•~~Record mortgage loan originations during~~ 2020 ~~helping a record number of customers purchase new homes or refinance their existing mortgages~~

•Maintained a high level of asset quality with improvement in ~~past due loans and~~ net recoveries recorded during the year ~~as compared to net charge-offs in the prior year~~

•Improved ~~quarterly~~annual operating efficiency from ~~60%~~58.4% in 2020 to ~~55% between March and December of 2020.~~53.2% in 2021

•~~Support~~Expanded lending operations with three new loan production offices in Southern California as well as one in Walnut Creek, California

•Expansion into the Central Valley of California with the announcement in July 2021 of TriCo entering into an agreement to acquire Valley Republic Bancorp - such acquisition was closed on March 25, 2022

•Continued to provide support for individuals, families, employees, businesses and communities during the second year of the ongoing pandemic:

◦We issued over ~~2,900~~1,800 Payroll Protection Program ("PPP") loans totaling approximately ~~$438.5~~$197 million in ~~2020~~2021

◦Through our PPP lending and working with our customers on temporary loan deferrals and other measures, we helped many small businesses stay open during the pandemic and, in turn, helped to save thousands of jobs throughout our footprint

◦Kept over 98% of branches open for business, many with in person services that were adapted to ensure safety (other than temporary closures due to a COVID-19 ~~exposure)~~exposure(s))

◦Initiated flexible leave program for employees and paid time off

◦Expanded number of resources dedicated to the call center, ~~hours and mobile banking capabilities~~utilizing a practice, called “distributed call center” support, whereby branch based employees support the call center from their branches as additional support

•Continued to invest in people, processes, and technology to continuously improve our risk management capabilities and to drive increased ~~efficiencies.~~efficiencies

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: Eleven of our 12 directors being nominated are considered independent under Nasdaq listing standards. The Chief Executive Officer is the only member of management who is nominated for ~~election.~~election to the Board of Directors.

•Independent Director-Led Committees: All committees of the Board of Directors are comprised of independent directors.

•Executive Sessions: Independent directors meet in executive session as needed at regularly scheduled board and committee meetings.

Board Accountability

•~~Training:~~Corporate Culture: Directors ~~receive annual training and must~~ review and approve the Code of Business Conduct and Ethics annually.

•Attendance: Directors had a ~~95%~~94% aggregate attendance rate in ~~2020~~2021 for all ~~board~~Board and committee meetings.

•Annual Elections Subject to Majority Vote: Our ~~board~~Board has implemented a majority voting policy for uncontested director elections. All directors must be elected annually with no staggered or multi-year terms.

•Retirement Age: To encourage ~~board~~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 ~~actively~~ oversees the development of our strategic plan ~~during its August/September Board meeting~~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 in addition to regular succession planning discussions at the committee level.

•New Board Members: Six of our current 14 directors have been directors of the Company for less than five years.

•Diverse Skills and Experience: Including financial and accounting, digital technology, marketing, regulatory, public company, C-suite, information technology, cyber security, small business, risk management, and thorough knowledge of the Company's geographic and banking/financial sector markets.

•Commitment to Diversity: The ~~board~~Board has outlined its commitment to diversity in the corporate governance guidelines, see "Board of Directors - Commitment to Diversity" on page ~~14.~~15..

Board Effectiveness

•Committee Self-Assessments: The Board, and the audit, compensation and management succession, and nominating and corporate governance committees conduct annual evaluations. The Board and Management ~~implements~~implement action plans and ~~makes~~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. In ~~2020,~~late 2021 and early 2022, the Board added ~~three~~two new directors to 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:~~Education/Training: We maintain a director education program, with director education sessions conducted throughout the year. Directors are also ~~are~~ encouraged to attend outside education events and report what they learned to the entire ~~board.~~Board.

•Over-boarding Restrictions: All directors are subject to over-boarding restrictions and can serve on no more than three (3) 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:~~

•~~CEO Pay Ratio: 48:1~~ Practices

•Annual review of pay equity practices

•Annual say-on-pay advisory vote

•Robust code of business conduct and ethics

•Pay for performance

•Use of independent compensation consultant reporting to the compensation and management succession committee

•No excise tax gross-ups

•No option repricing without shareholder approval

•Stock ownership guidelines for senior executive officers

•Clawback provisions

Environmental, Social and Governance (ESG) 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.

While our approach to ESG continues to evolve, we are currently focusing on creating value through the following prioritized areas: governance; diversity, equity and inclusion (“DEI”); engaging and empowering employees; and investing in our communities, including affordable housing and employee volunteerism. We will continue to evaluate and assess how ESG can be measured and monitored by community financial institutions such as the Company.

Human Capital / Social Highlights

We believe that an engaged and diverse workforce is one of the most valuable assets for a company in sustaining success. As such, we continuously seek to attract and retain an engaged workforce by creating an inclusive environment that values different opinions and beliefs, inspires innovative solutions, and enables people to thrive.

Our Response to the Ongoing COVID-19 Pandemic

•~~We took significant~~Significant measures taken to provide employees and customers with a sense of safety, security, and certainty in response to the ~~pandemic.~~pandemic

•Established social distancing and hygiene and environmental protocols for on-site workers at our banking centers and offices; placed hand sanitizing stations throughout offices, operations centers, and branch ~~lobbies.~~lobbies

•At the height of the pandemic, just under 50% of our workforce was working ~~remotely.~~remotely

•Provided administrative paid leave support to employees impacted by the ~~pandemic.~~pandemic

•Developed tracking and reporting solutions to monitor employee circumstances related to the COVID-19 ~~pandemic.~~pandemic

•Provided comprehensive training and education to all employees regarding state and county health and safety ~~requirements.~~requirements

•Established a cadence of frequent communications to keep employees and leadership informed of changing expectations relating to required ~~protocols.~~protocols

Diversity and Inclusion Initiative

•~~Launched our~~Initiated a Diversity and Inclusion ~~Initiative co-chaired by~~Working Group and engaged third party DEI consultants to accelerate our ~~chief human resources~~efforts and ~~chief financial officers.~~to evaluate opportunities in this area

Employee Engagement

•Competitive health, wellness, and financial benefits programs as well as services that assist employees in maintaining a healthy work-life ~~balance.~~balance

•Recently enhanced our talent recruitment, retention, and development strategy through forward-looking career advancement ~~conversations.~~conversations

•Holistic approach to collecting employee feedback and measuring employee engagement ~~regularly.~~regularly

•Committed to ensuring safety of our customers, employees, and the physical security of our banking ~~centers.~~centers

•Quarterly surveying of employees for feedback on performance of selected business/operational ~~units.~~units

•
Focused on developing the next generation of leaders with the launch of our Leadership Development Program in 2018 and as of December 31, 2020 there were 16 high achieving managers who had completed the program. Due to the pandemic, we paused the program.

•Sponsored a number of employees each year to attend nationally recognized post graduate banking school ~~programs.~~programs

For more information about our human capital management practices, please refer to our ~~2020~~ Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Corporate Social Responsibility

•~~TriCo continued to provide customers~~ ~~Service with Solutions~~ ~~which we deliver utilizing traditional full-service branches, in-store branches, and through our online and mobile banking suites.~~

•TriCo continued to support approximately 200 community-based organizations that help strengthen the markets in which we operate. Our employees give back to the communities they serve through monetary contributions and provided nearly ~~4,000~~7,000 hours of volunteer service to non-profits, community organizations, schools, and youth programs.

•Due to COVID we were limited in the number of financial education classes we were able to provide, however we were able to provide 78 virtual financial education classes to assist in education and development.

•~~A number~~We conducted a bank-wide community food drive with the Salvation Army that donated over 45,000 pounds of ~~our communities continue~~food to ~~recover from the devastating Carr and Camp wildfires that destroyed over 20,000 homes and buildings~~those in ~~Northern California.~~need.

•In 2021, Tri Counties Bank deployed over ~~$2.1~~$1.7 million to support community non-profits ~~of which nearly $600,000 was set aside to help sustain families as they repair~~ and ~~rebuild from the wildfire disasters. In 2020, the Bank deployed over $1 million~~$116,000 in ~~Affordable Housing Program~~AHEAD and WISH grants received through the Federal Home Loan Bank of San Francisco to help support access to credit for new small businesses and affordable ~~rental and~~ home ownership opportunities for ~~low~~low- and ~~moderate income~~moderate-income families. In addition, ~~over the past three years, the Bank has~~we invested over ~~$47~~$25 million for the support of affordable ~~housing and small business development.~~

housing.

•~~The American Red Cross designated Tri Counties~~ Bank asOn Certification. Recognizing the need to deepen outreach to under-banked individuals and provide safe access and affordable banking services, we developed a ~~Centennial Disaster Partner;~~specialty checking account and ~~the United Way of Northern California recognized the Bank~~enhanced it so that it aligns with ~~its Community Champion Award.~~“Bank On” national account standards.

Environmental 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 ~~are launching an~~continued to roll out our initiative that will allow for 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.

•~~By utilizing Notice & Access for~~Our operations center utilizes solar panels to reduce energy use.

•Shareholders are given an opportunity to receive our proxy materials ~~we are reducing~~electronically to help us reduce our production, use and delivery of ~~large~~significant quantities of material.

•The hybrid format of our annual meeting further reduces our carbon footprint to the extent travel to our meeting is reduced.

•~~Delivered our 2020 annual meeting materials to shareholders electronically.~~

•Our pivot to remote working by a significant portion of our workforce during the pandemic reduced the carbon footprint due to less commuting to and from work. ~~At the end of~~As the pandemic hopefully subsides, we ~~will evaluate~~are evaluating our workforce to determine the extent we can continue to offer remote work opportunities.

•We are working to phase-out many of our printers and copy machines as the business units adapt to paperless operating processes.

~~Pay-for-Performance /~~

Our Culture

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

Shareholder Alignment and Engagement

Our shareholders matter and aligning with their interests is important. Our performance-based equity incentive awards are indexed to total shareholder return. For other incentive compensation, we measure our performance against our own goals and/or relative to our peer performance.

Executive management held ~~over 122~~90 (primarily virtual) shareholder/investor meetings in ~~2020.~~2021. Feedback from shareholders is important to consider and we value opportunities for engagement.


BOARD OF DIRECTORS

At the meeting, shareholders will elect 12 directors to serve for terms expiring at TriCo’s ~~2021~~2022 Annual Meeting of Shareholders. Each of the following persons listed and described below is nominated for election as a director at the meeting.

Each nominee currently serves as a director of TriCo and our wholly-owned subsidiary, Tri Counties Bank, which we refer to as the Bank. The directors also serve on committees of the Board of Directors of the Bank in addition to ~~the~~ TriCo Board committees. Unless otherwise indicated, each director’s current profession has been for at least the past five years.

Craig S. Compton and L. Gage Chrysler III, both of whom currently serve as directors, have notified us that they will be retiring immediately before the annual meeting and, therefore, will not stand for reelection. In light of the impending retirements of the two directors, the number of nominees named in this proxy statement, 12, is two fewer than the number of directors that comprise the Board of Directors as of the date of this proxy statement, 14. Effective upon the two directors’ retirements, the Board of Directors, by resolution, has fixed the number of directors at 12. Therefore, 12 directors will be elected at the meeting.

The Board of Directors thanks Directors Compton and Chrysler for their valued services to TriCo and Tri Counties Bank.

Donald J. Amaral

Donald J. Amaral, age ~~68,~~69, has been a director since 2003. Mr. Amaral is chairman of our audit committee and a member of our compensation and management succession, risk, and nominating and corporate governance committees. He was chairman and chief executive officer of Coram Healthcare Corporation, a home infusion therapy company, from 1995 to 1999. ~~Mr. Amaral has a bachelor’s degree in business with a minor in accounting and an MBA degree from UCLA.~~ Retired since 1999, he served as chief executive officer and chief financial officer of various companies for over 25 years. Mr. Amaral has a bachelor’s degree in business with a minor in accounting and an MBA degree from UCLA.

We have nominated Mr. Amaral because his education, knowledge and experience allow him to provide the Board with insight regarding financial and accounting matters and to serve on our audit committee as a financial expert. In addition, we believe that his professional experience and leadership qualities contribute to the effectiveness of the Board and the committees on which he serves.

~~L. Gage Chrysler III~~

L. Gage Chrysler III, age 67, has been a director since 2008. Mr. Chrysler is a member of our risk and IT/cybersecurity committees and chair of our CRA committee. Until the end of 2015, Mr. Chrysler was a principal owner and the President and Chief Executive Officer of Modern Building, Inc., a construction company based in Chico, California. He sold his interest in Modern in January 2016. He also serves as a member of the local Salvation Army Advisory Board, a director of Mid Valley Title, a title company, and a director and minority owner of Rescue 42, Inc., which manufactures fire and rescue equipment for fire fighters and other first responders. Mr. Chrysler has a BS in Business Administration with an emphasis in finance from California State University, Chico.

We nominated Mr. Chrysler because of his business and leadership experience and community involvement. He has received many community awards including, most recently, the California Legislature Assembly 2017 Community Service Award, 2017 Chico Chamber of Commerce Community Service Award, the CSUC 2016 Distinguished Alumni Service Award, and the Chico Rotary 2013 Community Service Award. In addition, his experience in construction allows him to provide valuable insights to the Board concerning construction lending and the state of the construction industry and real estate markets generally.

~~Craig S. Compton~~

Craig S. Compton, age 64, has been a director since 1989. Mr. Compton is a member of our compensation and management succession and nominating and corporate governance committees; and serves as corporate secretary. He has served as the President, Chief Executive Officer and Chief Financial Officer of AVAG, Inc., an aerial application business, for over 30 years and has been a principal in his family rice farming partnership for over 25 years. Mr. Compton is also the owner of A&P Helicopters, a commercial helicopter business. He holds a BS in Business Administration from California State University, Chico.

We nominated Mr. Compton based on his leadership experience and community involvement. Furthermore, his business background as a chief executive officer, chief financial officer and business owner contribute to his effective service as a board member.

Kirsten E. Garen

Kirsten E. Garen, age ~~58,~~59, has been a director since February 19, 2020. Garen is the chair of our IT/cybersecurity committee and a member of our audit, risk and CRA committees. Since November 2020, she ishas been employed as SVP, Chief Information Officer at CDK Global, San Jose, CA, a provider of integrated data and technology solutions to the automotive, heavy truck, recreation, and heavy equipment industries. From August 2017 to March 2020, she was EVP, Chief Information Officer for Delta Dental of California/Dentegra Insurance Co., San Francisco, CA. She also led the Technology, Cybersecurity and Enterprise Project Management Office for Delta Dental of California and its affiliate companies. From 2011 to July 2017, she was Senior Executive Vice President and Chief Information Officer at Bank of the West, San Francisco, CA. Bank of the West is a subsidiary of BNP Paribas, Paris, France. She has over 20 years of experience managing IT strategies and implementation for financial services and insurance companies such as Visa, The Charles Schwab Corporation, Bank of the West, and Delta Dental. Ms. Garen holds an MBA in Health Care Management from the Wharton School at the University of Pennsylvania, and a BS in Business Administration from the University of Michigan. She is a National Association of Corporate Directors ~~(NACD)~~ fellow, a former board member of the Commonwealth Club of California, and a former advisory board member of FTV Capital, a private equity firm.

We nominated Ms. Garen due to her experience in creating and implementing business and technology roadmaps, including portfolio construction, delivery metrics, cybersecurity and risk mitigation as well as her information technology expertise.

Cory W. Giese

Cory W. Giese, age ~~42,~~44, has been a director since 2013 and Independent Lead Director since May 2020. Mr. Giese is a member of our audit and IT/cybersecurity committees and chair of our risk committee. Mr. Giese is a Certified Public Accountant and is a principal at Cory Giese CPA, a certified public accounting firm in Truckee, CA since 2006. From April

2013 to February 2019, he was principal at Giese Swany, LLC, a certified public accounting firm in Incline Village, NV. He is also a managing partner of ERP Rentals, a privately held real estate investment entity. He holds a BS in Business Administration from California State University, Chico and a Masters in Accounting from Washington State University.

We nominated Mr. Giese based on his business background and his ties to and familiarity with several of the communities in which we operate. In particular, Mr. Giese’s education and experience in accounting as a certified public accountant qualify him to serve on our audit committee and is considered a financial expert.

John S. A. Hasbrook

John S. A. Hasbrook, age ~~61,~~62, has been a director since 2002. Mr. Hasbrook is a member of our audit, compensation and management succession, and risk committees and chair of our nominating and corporate governance committee and served as Chair of the Bank’s director loan committee prior to its consolidation into the risk committee in February 2020. ~~He is active in several agricultural and investment enterprises. He is~~In September 2021, Mr. Hasbrook retired as President of SunWest Wild Rice Co., Inc.;, Winters, CA a food marketing company, President of Hasbrook-Fetter Farms, Inc.;, Winters, CA and Vice President, Marketing of SunWest Foods, Inc., Davis, CA, a rice milling and marketing company; he had been involved in such entities since 1987, 1989, and ~~serves as an officer for other agricultural-related entities.~~1992, respectively. Mr. Hasbrook also serves as an advisor to the Santa Clara University Center for Food Innovation and Entrepreneurship. Mr. Hasbrook has a BS in finance and an MBA in Agribusiness from Santa Clara University.

We nominated Mr. Hasbrook because of his experience in the areas of finance, marketing, banking and ~~agribusiness.~~deep roots in agribusiness and food marketing. His broad business experience and community involvement provides the Board with valuable insights concerning the primary communities in which the Bank operates and the agricultural industry in particular.

Margaret L. Kane

Margaret L. Kane, age ~~65,~~66, has been a director since February 19, 2020. Dr. Kane is a member of our risk, IT/cybersecurity, and CRA committees. She is the President and Chief Executive Officer of Kane Bank Services (“KBS”), Sacramento, ~~California,~~CA, a consulting firm she founded in 1999. KBS provides consulting services to domestic and international financial institutions in areas including customer experience and advocacy, sales management, product distribution, employee and manager training and development, distribution strategies, and revenue growth. Prior to 2020, KBS provided consulting services to the Bank, advising on strategic planning and executive development. ~~Neither Ms. Kane nor KBS has received any consulting compensation from TriCo or the Bank since December 31, 2019.~~ Prior to KBS, from 1988 to 1998, ~~Ms.~~Dr. Kane was an Executive Vice President at Wells Fargo Bank, San Francisco, ~~California,~~CA, prior to its combination with Norwest Corp, Minneapolis, ~~Minnesota~~MN where she was head of the retail branch network and also developed and managed the bank’s In-

Store Banking Program from inception. ~~Ms.~~Dr. Kane holds undergraduate (BA) and graduate degrees (PhD) from the University of California, Berkeley and Harvard University; respectively. She is a member of the ~~Board of Directors~~Executive Committee of the Harvard Alumni ~~Association.~~Association in Cambridge, MA. She has also served on the ~~board~~boards of ~~Broadway Sacramento, a~~numerous non-profit ~~musical theater company from 2012-2020; and as member of the~~organizations throughout her career.

~~Board of Trustees of Congregation Beth Shalom, Carmichael, California from 2017-2020.~~

We nominated ~~Ms.~~Dr. Kane because of her deep understanding of the banking industry, including banks our size as well as large national and international institutions, her experience in retail banking, and her knowledge in strategic planning, development and execution. She is also very active in the Sacramento community and has in-depth knowledge of this key market and its businesses.

Michael W. Koehnen

Michael W. Koehnen, age ~~60,~~61, has been a director since 2002. He has been our Vice Chairman since ~~2010.~~2010 and Corporate Secretary since 2021. Mr. Koehnen is a member of our risk committee. He is the owner and President of C.F. Koehnen & Sons, Inc., Glenn, CA, a fourth-generation family farming and beekeeping company. Mr. Koehnen is also President and owner of Riverwest Processing, Glenn, CA, an almond processing company, and president of several other agricultural-related ~~entities.~~entities, including Riverwest Processing, PK Exports, Koehnen Farming Company and K3 Exports Inc.

We nominated Mr. Koehnen because of his leadership experience and knowledge of corporate governance and ~~compensation-related~~compensation- related matters. In addition, his extensive involvement in businesses related to the agricultural industry allows him to provide valuable insights to the ~~Board.~~Board regarding agriculture, climate and supply-chain matters. Furthermore, he has held a significant number of shares of the Company for some time, providing prospective on long-term shareholder interests.

Anthony L. Leggio

Anthony L. Leggio, age 69, became a director upon our acquisition of Valley Republic Bancorp ("VRB") in March 2022. Prior to that he served as a director of Valley Republic Bancorp and Valley Republic Bank since its start in 2008. Mr. Leggio

has been President/Manager of Bolthouse Properties, LLC, a commercial and residential real estate development firm located in Bakersfield, CA since January 2006.Prior to serving at Bolthouse Properties, LLC, Mr. Leggio served as Vice President and General Counsel of Wm Bolthouse Farms from July 2001 until December 2005. Previously, Mr. Leggio was managing partner of a Bakersfield area law firm for nearly 25 years. Mr. Leggio serves as a director of Tejon Ranch Company, Lebec, CA (NYSE: TRC), a diversified real estate development and agribusiness company (since 2012) and is currently chairman of TRC's audit committee. He is also a director of a number of private company boards located in Central and Southern California in the petroleum, auto and manufacturing fields. He is a licensed attorney in the State of California. Mr. Leggio received his B.S. degree from University of the Pacific and his J.D. from University of the Pacific, McGeorge School of Law.

In our merger agreement with Valley Republic Bancorp, we agreed to appoint one VRB director to our Board and to nominate them for reelection at our first annual meeting following our acquisition of VRB.We selected and have nominated Mr. Leggio because of his community involvement as well as his knowledge of key industries in, and the economies of, the Central Valley of California. In addition, he has experience in agriculture and farming, real estate development, conservation, and financial and investment management. Furthermore, he holds a significant number of shares of the Company, providing prospective on long-term shareholder interests.

Martin A. Mariani

Martin A. Mariani, age 65, has been a director since 2014. He serves as chair of our compensation and management succession committee and as a member of our audit and nominating and corporate governance committees. He farms almonds and walnuts and is a partner in Mariani Nut Company of Winters, California. He is also a managing member of Monticello Farming Company, Winters, CA and Scribe ~~Winery.~~Winery, Sonoma, CA. Mr. Mariani was a director of North Valley Bancorp from 2004 until its merger with TriCo in 2014. Previously, he was a director of Yolo Community Bank. He is a board member, treasurer and chairman of the audit committee of the California Walnut Marketing Board; a member of the Dean’s Advisory Board for the College of Agriculture and Environmental Sciences at UC Davis; and a fellow at the American Leadership Forum, Mountain Valley Chapter. Mr. Mariani has BA and BS Degrees from UC Davis.

We nominated Mr. Mariani based primarily on his small business and agricultural industry background ~~and~~as well as his familiarity with, and deep roots in, community banking. In addition, his agricultural background allows him to provide valuable insights to the Board regarding climate and supply-chain matters.

Thomas C. McGraw

Thomas C. McGraw, age ~~69,~~70, has been a director since we acquired FNB Bancorp in July 2018. He serves on our risk, IT/cybersecurity and CRA committees. Prior to that he was the Chief Executive Officer of FNB Bancorp and its subsidiary,First National Bank of Northern California (“First National Bank”) from April 2002 to July 2018. Furthermore, he was director of FNB Bancorp from 2001 to 2018 and director of First National Bank from 1989 to July 2018. Prior to becoming Chief Executive Officer of FNB Bancorp and First National Bank, he was First National Bank's President from October 2001 until April 2002. Mr. McGraw is a graduate of the University of San Francisco and has a Master's degree from San Francisco State University.

We have nominated Mr. McGraw because of his extensive knowledge of key issues and trends affecting the Company, his extensive knowledge of the San Francisco Bay Area banking market, FNB's customers acquired in the FNB Merger,and the banking industry in general. ~~Furthermore,~~ Mr. McGraw also is active in the communities we serve and has a deep understanding of marketing from his years at First National Bank as well as his tenure as a communications consultant in San Mateo and Marin Counties in California since 1987. ~~Furthermore,~~Moreover, as the former CEO of FNB Bancorp and First National Bank, he has extensive knowledge of key issues and trends affecting the Company and its business in the San Francisco Bay Area. Furthermore, he has held a significant number of shares of the Company for some time, providing prospective on long-term shareholder interests.

Jon Y. Nakamura

Mr. Nakamura, age 65, was employed by MUFG Union Bank, N.A. from 2005 to January 2022, serving as Director and Assistant General Counsel since 2014; prior to that he served as SVP, Compliance Counsel. In this role, he advised the bank and its holding company, MUFG Americas Holding Corporation, regarding a range of legal, risk and financial regulatory matters. Previously he served as Assistant General Counsel, Federal Reserve Bank of San Francisco from 1999 to 2005. He is a licensed attorney in the State of California. Nakamura holds a BS from the University of Southern California school of business in business administration with finance emphasis and a JD from University of California Hastings College of the Law. He is Treasurer of the San Francisco Athletic Hall of Fame.

We have nominated Mr. Nakamura because his depth of knowledge in legal, compliance and risk matters facing the banking industry as well as his experience at a larger growth-oriented financial institution. He also has deep roots in the San Francisco Bay Area, including Santa Clara County, providing insight into a number of our important growth markets.

Richard P. Smith

Richard P. Smith, age ~~63,~~64, has been a director since 1999 and ~~chairman~~Chairman of the ~~board~~Board since May 2020. He has served as the President and Chief Executive Officer of TriCo and the Bank since 1999. Mr. Smith joined the Bank in 1994 as Vice President and Chief Information Officer. He was senior vice president-customer/employee support and control from 1997 until 1998, when he was promoted to executive vice president in the same capacity. Furthermore, Mr. Smith was named president of the Bank and executive vice president of TriCo in 1998. Mr. Smith served as Chairman of the California Bankers Association

during 2011 and is currently a member of ~~its~~the Western Bankers Association ("WBA") board of directors and several of its ~~committees.~~committees, including the Past Chairman’s Council (Chair), and is Co-Chair of the CBA PAC Administrative Committee, Co-Chair of the CBA State PAC Committee, and Vice-Chair of the CBA Federal PAC Committee. In addition, he previously served on the WBA Benefits Board of Directors and the WBA FinTech Planning Committee. Mr. Smith is a graduate of California State University, Sacramento.

We have nominated Mr. Smith because we believe that including the President and Chief Executive Officer on the Board is important and assists the Board in keeping abreast of TriCo’s operations and management’s progress on corporate initiatives. Further, Mr. Smith has over 2628 years of banking experience, including over 2123 years as the ~~bank’s~~Bank’s chief executive officer. In addition, Mr. Smith serves (or has served) on a number of industry association committees ~~including the WBA FinTech Planning Committee, Board~~discussed above. This wealth of ~~Directors – WBA Benefits, Administrative Committee (Co-Chair) CBA PAC, Chair, CBA State PAC and WBA Board of Directors. This~~ experience allows him to provide valuable insights to the Board concerning the banking industry and the Bank.

Kimberley H. Vogel

Kimberley H. Vogel, age ~~53,~~54, has been a director since February 19, 2020. Ms. Vogel is a member of our audit, compensation and management succession and IT/cybersecurity committees. She was President, Co-Founder and director of BaseVenture Investing, Inc., a cloud-based software company that develops investment management solutions for financial reporting, data visualization, and process management in San Rafael, ~~California~~CA from 2014 to 2019, serving as Transitional President in 2019 after the company was sold to Fidelity National Information Services, Jacksonville, ~~Florida~~FL (FIS). From 2005 to 2014, Ms. Vogel served as Chief Financial Officer at mFoundry, a provider of mobile banking and mobile payment services in Larkspur, ~~California.~~CA. FIS purchased mFoundry in 2013. Ms. Vogel holds an MBA from the Harvard Business School and an undergraduate degree in accounting from Saint Mary’s College of California. She is a member of the board of directors of ~~Orimar,~~Triple Point Venture Growth BDC Corp. (NYSE: TPVG), Menlo Park, CA, an externally-managed business development company focused on providing customized debt financing and equity investments to venture growth stage companies in technology and other high growth industries; Forge Global Holdings, Inc. (NYSE: FRGE), ~~Reno, Nevada,~~San Francisco, CA, a ~~privately held company involved in single-family home development~~provider of marketplace infrastructure, data services and technology solutions for private market participants; and Zachaphie, Inc., San Francisco, ~~California,~~CA, a privately held company involved in real estate. She also serves on the ~~Board~~board of ~~Trustees~~trustees of Saint Mary’s College of California, Moraga, CA. Ms. Vogel is a Certified Public Accountant.

We have nominated Ms. Vogel based on her financial and accounting background and her experience with financial services technology issues and challenges; particularly her understanding of developments in the fintech industry and such industry's impact on the delivery of, and competition for, bank services. This experience also allows her to serve on our audit committee as a financial expert.


CORPORATE GOVERNANCE, BOARD NOMINATIONS AND BOARD COMMITTEES

Corporate Governance

We have long believed that strong corporate governance is critical to ensuring that TriCo is managed for the long-term benefit of our shareholders. We continue to review our corporate governance policies and practices along with provisions of the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, the rules of the SEC and the listing standards of the Nasdaq Stock Market. You can view our code of ethics and business conduct; our code of ethics for our principal executive officer, principal financial officer and senior financial officers; our audit, nominating and corporate governance, and compensation and management succession committee charters; and our corporate governance policies on the leadership & governance section on our website at www.tcbk.com/about. You may also request copies of these documents by contacting our corporate secretary in writing at TriCo Bancshares, 63 Constitution Drive, Chico, California 95973, or by telephone at (530) 898-0300.

Board Leadership Structure

Independent Board Leadership. Our Board is committed to objective, independent leadership for our Board and each of its committees. Our Board views the active, objective, independent oversight of management as central to effective Board governance, to serving the best interests of our company and our shareholders, and to executing our strategic objectives and creating long-term value. This commitment is reflected in our company’s governing documents, including our Bylaws, our Corporate Governance Guidelines, and the governing documents of each of the Board’s committees.

Our Board’s Leadership Structure. Our Board believes that its optimal leadership structure may change over time to reflect our company’s evolving needs, strategy, and operating environment; changes in our Board’s composition and leadership needs; and other factors, including the perspectives of shareholders and other stakeholders. In accordance with Corporate Governance Guidelines, our Board has the flexibility to determine the Board leadership structure best suited to the needs and circumstances of our company and our Board. In connection with the retirement of former chairman, William Casey, in 2020, our Board, in coordination with our nominating and corporate governance committee, deliberated on and discussed the appropriate Board leadership structure.

Under our Board’s prior leadership structure, we had an independent chairman and an Independent Lead Director. In May 2020, William Casey, ~~chairman~~Chairman of the ~~board~~Board retired after 30 years as a ~~board~~Board member. On May 27, 2020 our Board elected Richard P. Smith, President and Chief Executive Officer as ~~chairman~~Chairman of the ~~board.~~Board. In recognition that Mr. Smith is not independent, our Board elected Cory Giese as our Independent Lead Director and empowered him with robust, well-defined duties and authorities, which are described below. Our Board is composed of experienced and committed directors, all of whom are independent under Nasdaq listing rules, other than Mr. Smith. Our Board committees have objective, independent, experienced chairs and members. Mr. Smith is not a member of a Board committee. Furthermore, all of our directors are required to stand for election annually. Under the leadership of the Independent Lead Director, our Board is committed to engaging with shareholders and other stakeholders. Our Board believes that these factors, taken together, provide for objective, independent Board leadership, effective engagement with and oversight of management, and a voice independent from management and accountable to shareholders and other stakeholders.

~~Our~~In February 2022, the Board ~~believes that~~reviewed the current structure, with Richard Smith as CEO and chairman and Cory Giese as Independent Lead Director, isand believes it continues to be the optimal leadership framework at this time. As a highly regulated community financial services company in uncertain times, we and our shareholders benefit from a combined chairman / chief executive officer with deep experience and leadership in, and knowledge of, the financial services industry, our company, and its businesses; ~~who can~~as well as communicate our business strategies to our shareholders, customers, employees, regulators and the public, promoting accountability for the Company’s performance. We and our shareholders also benefit from an independent lead director who is empowered with, and exercises, robust, well-defined duties (see next page for a list of the duties); who is highly engaged and holds ~~regular~~ meetings with our independent directors, our CEO, and other management members.

Our Independent Lead Director, together with the other independent directors, exemplifies objective independent Board leadership, and effectively engages and oversees management. The Independent Lead Director is joined by experienced, independent Board members and a Chairman who, as CEO, serves as the primary voice to articulate our long-term strategy. The independent directors provide objective oversight of management, review the CEO’s performance and approve CEO

compensation, help to establish the long-term strategy and regularly assess its effectiveness, and serve the best interests of our

company and our shareholders by overseeing management’s work to create long-term value. ~~Our independent non-employee directors meet regularly in executive sessions led by the Independent Lead Director.~~ The Board will annually review the effectiveness of this arrangement and believes this structure is in the best interest of shareholders and serves the Company well at this time.

Independent Lead Director Duties

The Independent Lead Director's role includes the following duties and authorities.

Meetings

•~~Consults~~Consult with the chairman regarding the agenda and associated materials for Board meetings.

•~~Evaluates~~Evaluate Board meeting schedules to ensure that there is sufficient time for discussion of all agenda items.

•~~Presides~~Preside at Board meetings when the chairman is absent or in circumstances where the chairman is (or may be perceived to be) conflicted.

•~~Engages~~Engage with other independent directors to identify matters for discussion during executive sessions of the independent directors.

•~~Presides~~Preside over regular executive sessions of the independent directors or meetings of independent directors.

•Authorized to call meetings of the independent directors or of the Board with any other director.

Communication with the Chairman

•~~Debriefs~~Debrief the chairman regarding decisions reached and suggestions made at meetings of independent directors or during executive sessions.

•~~Facilitates~~Facilitate communication between the independent directors and the chairman, including presenting the chairman’s views, concerns and issues to such directors and raising with the chairman, as appropriate, views, concerns and issues raised by such directors.

•~~Engages~~Engage with the chairman between Board meetings and assists with informing or engaging with independent directors, as appropriate.

•~~Works~~Work closely with the chairman and the CEO to ensure the Company is building a healthy governance culture and an effective relationship between management personnel and members of the Board.

Governance Process

•~~Works~~Work with the nominating and corporate governance committee in the oversight of the Board, committee and individual director evaluation process.

•As part of the nomination process for election or re-election to the Board, ~~assists~~assist the nominating and corporate governance committee, by engaging with each director individually regarding the performance and functioning of the Board, its committees and other evaluation matters, as appropriate, and inquiring as to whether any director has concerns about the nomination of other directors.

•Ensures that the Board acts and functions independently from management in fulfilling its fiduciary obligations.

•~~Ensures~~Ensure that the independent directors, as applicable, have the opportunity (if needed), at each regularly scheduled meeting, to meet separately without non-independent directors and management present.

Other Powers and Responsibilities

•Authorized to retain independent advisors on behalf of the Board as the Board or independent directors may deem necessary or appropriate.

•~~Provides~~Provide leadership to the Board if circumstances arise in which the chairman may be, or may be perceived to be, in conflict, in responding to any reported conflicts of interest, or potential conflicts of interest, arising for any director.

1314

Commitment to Diversity

In January 2019, the Board adopted diversity principles, acknowledging and embracing the benefits of having a diverse board of directors. These principles have been incorporated into TriCo's corporate governance guidelines. Diversity in the Board’s composition boosts creativity and supports informed decision-making based on different perspectives. It also helps us understand and engage with a variety of stakeholders and to achieve our business and other goals increasing shareholder value.

At TriCo, board diversity consists of a number of individual elements, including gender, age, nationality, cultural and educational backgrounds, skills and experience. We believe that diversity is not a static concept, but rather a relevant mix of required elements for the Board as a whole that evolves with time based on, among other things, the relevant business objectives and future needs of TriCo. We treat board diversity as a means for improvement and development rather than an end in itself. The Board applies these principles when evaluating the composition of the Board and in evaluating potential candidates.

In evaluating the diversity of the directors and considering potential nominees, the Board also considers the ~~director~~director's gender, ethnicity, and other diversity requirements for publicly ~~trading~~traded companies under the California law. We complied with these requirements in ~~2020.~~2021.

On August 6, 2021, the SEC approved amendments to the Listing Rules of NASDAQ related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, (1) to have at least one director who self-identifies as female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+. We are not required to fully comply with the Diverse Board Representation Rule until 2025. However, in the matrix below, we have provided the statistical information required by the Board Diversity Disclosure Rule.


Board Diversity Matrix (As of April 5, 2022)
Total Number of Directors			14
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	3	11	—	—

Part II: Demographic Background	—	—	—	—
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	1	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White (non-Hispanic or Latinx)	3	12	—	—
Two or More Races or Ethnicities	—	1	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background: 0

Director Resignation Policy

~~On February 24, 2021, the nominating and corporate governance committee amended~~ TriCo’s corporate governance guidelines to provide that any nominee for director in an uncontested election (as long as cumulative voting is not in effect) receiving a greater number of votes withheld from the director’s election than votes for the director’s election (a "majority withhold vote"), must tender a resignation to the chair of the corporate governance and

nominating committee promptly following certification of the shareholder vote. The committee will promptly consider the tendered resignation and recommend to the Board whether to accept or reject it. In determining whether to recommend acceptance or rejection of the tendered resignation, the committee will consider all factors it deems relevant including, without limitation, the stated reasons why shareholders "withheld" votes from the director, the director's length of service and qualifications, the director's contributions to the Company, and the Company's corporate governance guidelines. The Company will inform shareholders of its decision in a Form 8-K filed with the SEC within 90 days of the date of the shareholders’ meeting at which the election occurred. Our corporate governance guidelines can be found at: https://www.tcbk.com/about/corporate-governance.

Annual Election of Directors

The members of the Board are elected at least annually at the annual meeting of shareholders for one-year terms ending at the end of the next annual meeting. The Board’s nominating and corporate governance committee is responsible for preparing the proposal to shareholders for the election or re-election of directors. When considering nominees, the committee:

•Reviews the current composition of the Board taking into account the number of directors, their independence, diversity and availability for service to TriCo.

•Establishes and reviews with the Board the appropriate skills and characteristics required of the directors, also in light of our anticipated needs.

See also "Nomination and Election of Directors" on page ~~19.~~

22.

Director Independence

We believe that independent directors play an important role in TriCo’s corporate governance and are committed to ensuring that ~~at least~~ a significant majority of our directors are independent. Our corporate governance guidelines provide that a director is independent if he or she does not have a material relationship with TriCo directly or indirectly as a partner, shareholder or officer of an organization that has a relationship with TriCo, and otherwise qualifies as independent under the applicable rules of the Securities Exchange Act of 1934, as amended, and Nasdaq. Our independence determinations are based upon a review of all relevant transactions and relationships between TriCo, our senior management and our accountants, on the one hand, and each director and the director’s family members, on the other hand.

Our Board has affirmatively determined that all of our directors are independent as defined by Nasdaq Marketplace Rule 5605(a)(1) and our own corporate governance guidelines, with the exception of Mr. Smith who is employed as our president and chief executive officer.

In making its determination that Mr. Chrysler is independent, the Board considered that, until the end of 2015, Mr. ChryslerwasaprincipalownerandCEOofModernBuildingInc.("Modern"),aconstructioncompanyutilizedbytheBankinbranchrenovations/construction. Mr. Chrysler sold his interest in Modern January 2016 and is no longer employed by Modern;however, he still receives payments on a note given to him by the purchasers of Modern in connection with the sale. During ~~2020,~~ 2021,TriCo utilizedModern onrenovation/construction projectsfor Bankpremises.

In making its determination that Ms. Kane is independent, the Board considered the consulting services previously provided by Ms. Kane through KBS to the Bank regarding strategic planning and executive leadership. Since January 1, 2020, neither Ms. Kane nor KBS have received any payments from the Bank or the Company for consulting services. During 2019, KBS earned approximately $115,000 in consulting fees from the Bank.

In making its determination that Mr. Koehnen is independent, the Board considered that the daughter of Mr. Smith and the son of Mr. Koehnen are married. These children of Messrs. Smith and Koehnen are independent adults and do not live in the household of either director. Furthermore, Mr. Koehnen is Secretary of the Company but does not receive any additional compensation for serving in such capacity.

In making a determination that Mr. Leggio is independent, the Board considered that Mr. Leggio is President/Manager and part owner of Bolthouse Properties LLC. Bolthouse is the landlord for the Tri Counties branch located at 11330 Ming Ave #400, Bakersfield, CA 93311. The branch was acquired by Tri Counties in connection with its acquisition of Valley Republic Bancorp on March 25, 2022. Annual lease payments by Valley in each of 2021, 2020 and 2019 were $88,560. The lease was

entered into in 2012 and its initial term will expire ten years after the commencement of the lease, with four five-year options to extend.

In making its determination that Mr. McGraw was independent, the Board considered Mr. McGraw’s former position as CEO at FNB Bancorp and its subsidiary First National Bank prior to the acquisition by TriCo in July 2018. Furthermore, the Board also considered that Mr. McGraw receives non-discretionary payments pursuant to an Executive Supplemental Compensation Agreement with First National Bank in connection with his former employment.

In making its determination that Ms. Kane is independent, the Board considered the consulting services previously provided by Ms. Kane through KBS to the Bank regarding strategic planning and executive leadership. Since January 1, 2020, neither Ms. Kane nor KBS have received any payments from the Bank or the Company for consulting services. During 2019 and 2018, KBS earned approximately $115,000 and $119,000 in consulting fees, respectively.

Transactions with Related Persons

Our nominating and corporate governance committee is charged with monitoring and reviewing issues involving potential conflicts of interest and reviewing and approving all related party transactions. We have a policy adopted by our Board of Directors for reviewing transactions between TriCo and our directors and executive officers, their family members and entities with which they have a position or relationship. Our procedures for transactions with related persons are intended to determine whether any such related person transaction impairs the independence of a director or presents a conflict of interest on the part of a director or executive officer. All transactions between TriCo and related persons may be consummated only if our nominating and corporate governance committee approves such transaction in accordance with the procedures set forth in our policy.

We annually require each of our directors and executive officers to complete a questionnaire that seeks information about related person transactions. Our nominating and corporate governance committee and Board of Directors annually review all transactions and relationships disclosed in the questionnaires, and the Board makes a formal determination regarding each director’s independence under our corporate governance guidelines.

There were no transactions or series of similar transactions during ~~2020,~~2021, or any currently proposed transaction, to which TriCo was or is to be a party, in which the amount involved exceeded $120,000 or in which any of our directors, director nominees, executive officers or any shareholder owning 5% or more of our common stock, or any member of the immediate family or associate of any of the foregoing persons, had or will have a direct or indirect material interest.

Indebtedness of Board and Management Members

Some of our directors, executive officers and their immediate family members and associates are customers of Tri Counties Bank and we expect to have banking transactions with them in the future. The Board reviews the terms and fairness of any loans made by the bank to our directors and officers. We have concluded that all such loans and commitments to lend were made in the ordinary course of our business and complied with applicable laws. Terms, including interest rates and collateral requirements, were substantially the same as those prevailing for comparable transactions with other persons of similar creditworthiness not affiliated with TriCo or the Bank. In the opinion of our Board of Directors, these transactions did not involve more than a normal risk of collectability or present other unfavorable features. The aggregate amount of all loans and credit extensions outstanding as of December 31, ~~2020,~~2021, to all directors and executive officers (including their associates and members of their immediate family) was approximately ~~$6.8 million;~~$6.3 million, representing approximately ~~0.7%~~0.6% of shareholders’ equity at that time. As of the date of this proxy statement, all of these loans were performing ~~loans.~~

in accordance with their terms.

Stock Ownership Guidelines

TriCo’s Board of Directors believes that its directors should have a stake in the performance of TriCo’s stock, to align their decisions with creating shareholder value. TriCo’s Stock Ownership Guidelines encourages directors and executive officers to accumulate a meaningful position in TriCo common stock. Directors are expected to own stock in TriCo equal in value equal to a multiple of at least three times the director’s retainer.

This minimum ownership should be achieved within five years after any new director takes office. Compliance with share ownership guidelines is reviewed annually by the nominating and corporate governance committee, which determined that all covered executive officers and directors satisfy the stock ownership guidelines except as discussed below. At December 31, ~~2020, all~~2021, the following directors ~~complied with~~did not meet the ~~requirement, except for directors~~stock ownership requirement: Garen, Kane and Vogel ~~who were~~(each initially appointed to the Board in February ~~2020.Under the guidelines, they~~2020 - have until February 2025 to ~~comply with these requirements.~~comply); and Nakamura (initially appointed to the Board in December 2021 - has until December 2026 to comply).

For executive officer stock ownership requirements, see “Compensation Discussion and Analysis - Stock Ownership Guidelines” on page ~~39.~~41.

No Hedging Transactions

The Company’s insider trading policy prohibits executive officers, directors and certain named employees from purchasing any financial instruments (such as prepaid variable forward contracts, equity swaps, collars or exchange funds), making short sales of TriCo securities or otherwise engaging in any transactions that hedge or offset any decrease in the market value of TriCo securities or limit the ability to profit from an increase in the market value of TriCo securities. Except as discussed above, the policy does not prohibit all employees from hedging.

No Margin Accounts or Pledges

Furthermore, the Company’s insider trading policy prohibits executive officers, directors and certain named employees from holding TriCo securities in a margin account or pledging TriCo securities as collateral for a loan.

Board Self-Assessment

Our Board conducts a self-assessment annually, which ~~our nominating~~is reviewed and ~~corporate governance committee reviews and discusses~~discussed with the Board. In addition, ~~each of the~~all committees of the Board isare expected to conduct periodic self-assessments. See “Annual Committee Evaluations” on page ~~19.~~21.

The Board’s Role in Enterprise Risk Oversight

~~Our~~Having appropriate independence and expertise, the Board plays a pivotal role in governance through its oversight of the Company’s implementation and operation of the Enterprise Risk Management Framework ("ERM"). The ERM is ~~responsible for overseeing~~designed to enable effective and efficient identification, assessment, measurement and management of key enterprise risks and to align risk ~~management for the Company. Our management~~appetite and strategy. Management is responsible for the day-to-day management of these risks across the Company. Our Chief Risk Officer has primary responsibility for the implementation of the Company’s ERM in support of the Board’s risk oversight responsibilities, including establishment of risk management standards, engaging with business leaders on risk-taking activities and risk mitigation strategies, assessing the effectiveness of our risk management processes, and risk reporting to senior management, management committees, and the Board, either directly or through designated Board committees.

The full Board engages in periodic discussions related to risk management with executive officers and other employees as the Board deems appropriate. In addition, several Board committees have been assigned oversight responsibility for specific areas of risk; and risk management is an agenda topic at regular committee ~~meetings. The committees consider risks within their areas of responsibility. For example,~~meetings, including:

•Audit Committee

◦major financial reporting risk, regulatory compliance risk, fraud risk, legal risk and significant risk trends as identified through the ~~compensation~~internal audit and compliance management ~~succession committee considers risks~~programs

•Compensation and Management Succession Committee

◦risk that may result from our incentive compensation programs ~~the~~ and talent management (attraction, retention, and succession planning activities as conducted by management)

•Nominating and Corporate Governance Committee

◦risk ~~committee considers~~ related to corporate governance practice and procedure

•Risk Committee

◦credit, interest rate and market, and operational risk, and significant risk trends identified by the chief risk officer

•Information Technology & Cybersecurity Committee

◦technology, cybersecurity and data protection risk

•Community Reinvestment Act Committee

◦CRA Program risk, community development programs, and related reputation risk

In general, and except as delegated above, the Board oversees risks related to ESG. The Board continues to evaluate ESG risks and how they impact community financial institutions such as the ~~audit committee reviews~~Company.

In addition, management established an Executive Risk Committee (“ERC”), chaired by the Chief Risk Officer, and ~~approves the annual plans~~comprised of executives responsible for ~~the Company’s~~all major categories of risk to provide management oversight and ~~the Bank’s external audits, internal monitoring and compliance functions. The risk committee also reviews and approves the annual assessment of~~ guidance related to

the Company’s enterprise risk management, ~~process~~including the CEO, CFO, Chief Operating Officer and ~~considers any need for periodic third-party evaluations of such process.~~Chief Credit Officer. The ~~nominating and corporate governance committee evaluates governance risk. The Board, through the Bank CRA committee, evaluates~~ERC updates the Company’s ~~compliance with fair lending laws. And finally,~~risk appetite statement and enterprise risk management policy on an annual basis and establishes various risk tolerances focused on quantitative and qualitative key risk indicators, which are ultimately approved by the ~~information technology steering/cyber risk committee evaluates the Company’s overall use~~Board of ~~technology and efforts~~Directors. The ERC has various sub-committees to ~~ensure adequate processes are in place to protect the Company’s data. The Board also assigns other~~address specific ~~risk-related assessment matters to its committees from time to time.~~areas of risk.

16Information Security / Cybersecurity

The Company has implemented a comprehensive set of information security policies, programs, an incident response plan, and related employee training programs. The Board ~~Committee Reorganization~~

~~Effective February 26, 2020,~~information technology & cybersecurity committee has oversight responsibility for our efforts to respond to the increasing cybersecurity and technology related risks. Our Chief Information Security Officer and Chief Information Officer provide at least quarterly reports on the Company's cybersecurity risks and framework and provide a full information security and incident response report to the Board ~~reorganized~~annually. We continue to strengthen the Company's infrastructure and staffing and enhance its ~~committee structure, splitting~~comprehensive cybersecurity and technology controls. Improving our resiliency against cybersecurity threats remains a key focus for our Board and all levels of management. Among other actions, we provide training for all employees, engage in cross-functional cybersecurity tabletop exercises, and continue to improve and enhance internal reporting to the Board, including the results of regularly performed systems vulnerability scans and other controls testing. Our information security department and internal audit ~~and risk committee into two committees:~~program periodically engage independent third parties to help assess the ~~audit committee and the risk committee. At that time the risk committee assumed the responsibilities~~maturity of the ~~Bank's investment/ALCO~~Company's cybersecurity efforts and ~~director loan committees. Our Board~~assist management in better managing risks. We also ~~combined~~maintain cybersecurity insurance to provide coverage in the IT steering and cyber security committees into the IT steering / cyber security committee. Other current Board committees include the compensation and management succession committee, the nominating and corporate governance committee, and the community reinvestment committee.event of a loss.

Committee Composition

Our full Board of Directors generally considers all major corporate decisions. However, we have established standing committees so that some matters can be addressed in more depth than may be practical in a full Board meeting and to comply with legal and Nasdaq requirements that certain committees be comprised of independent directors, including a compensation and management succession committee, a nominating and corporate governance committee and an audit committee. In addition, we have established risk, information technology & cybersecurity, and a community reinvestment act committees. Each ~~of these three committees~~committee operates under a written charter. Following is a description of each of these committees. ~~Our directors also serve on various Board committees of our subsidiary, Tri Counties Bank, as discussed below.~~

The following table indicates for each current committee, its current membership and the number of meetings held during ~~2020.~~2021.

Audit (1)

Compensation and

Management Succession

Nominating and

Corporate Governance

Risk*

IT/ Cybersecurity*

CRA*

Audit

Compensation and

Management Succession

Nominating and

Corporate Governance

Risk

IT & Cybersecurity*

CRA*

Meetings Held

# of Meetings Held

Members

Donald J. Amaral

Chair

●

Donald J. Amaral

Chair

●

L. Gage Chrysler III

●

Chair

L. Gage Chrysler III

●

Chair

Craig S. Compton

●

Craig S. Compton

●

Kirsten E. Garen

●

Chair

●

Kirsten E. Garen

●

Chair

●

Cory W. Giese

●

Chair

●

Cory W. Giese

●

Chair

●

John S. A. Hasbrook

●

Chair

●

John S. A. Hasbrook

●

Chair

●

Margaret L. Kane*

●

Margaret L. Kane*

●

Michael W. Koehnen

●

Michael W. Koehnen

●

Martin A. Mariani

●

Chair

●

Martin A. Mariani

●

Chair

●

Thomas C. McGraw

●

Thomas C. McGraw

●

Richard P. Smith

Kimberley H. Vogel

●

Kimberley H. Vogel

●


Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Under Rule 14a-12


(Name of Registrant as Specified In Its Charter)

Not Applicable
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value or transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:


¨	Fee paid previously with preliminary materials.

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)	Amount Previously Paid:


			(2)			Form, Schedule or Registration Statement No.:

			(3)			Filing Party:

			(4)			Date Filed:


PROXY STATEMENT TABLE OF CONTENTS

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING			1

PROXY STATEMENT HIGHLIGHTS			3

BOARD OF DIRECTORS			89

CORPORATE GOVERNANCE, BOARD NOMINATIONS AND BOARD COMMITTEES			1213

COMPENSATION OF DIRECTORS			2224

~~STOCK~~ OWNERSHIP OF VOTING SECURITIES ~~of DIRECTORS, MANAGEMENT AND PRINCIPAL SHAREHOLDERS~~			2527

INFORMATION ABOUT OUR EXECUTIVE OFFICERS			2729

COMPENSATION DISCUSSION AND ANALYSIS			2830

REPORT OF THE COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE			4144

COMPENSATION OF NAMED EXECUTIVE OFFICERS			4245

REPORT OF THE AUDIT COMMITTEE			5659

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			5760

OTHER INFORMATION			5861

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING			5962


Name (1)	Name (1)	Fees earned or paid in cash ($)	Stock awards ($) (2)	Option awards ($)	Change in pension value and nonqualified deferred compensation earnings ($) (3)	All other Compensation ($) (4)	Total ($)	Number of stock options outstanding as of 12/31/20	Number of shares underlying stock awards outstanding as of 12/31/20	Name (1)	Fees earned or paid in cash ($)	Stock awards ($) (2)	Option awards ($)	Change in pension value and nonqualified deferred compensation earnings ($) (3)	All other Compensation ($) (4)	Total ($)	Number of stock options outstanding as of 12/31/21	Number of shares underlying stock awards outstanding as of 12/31/21
Donald J. Amaral	Donald J. Amaral	58,000	44,455	0	34,773	640	137,868	4,000	1,545	Donald J. Amaral	59,167	66,657	0	0	707	126,528	4,000	1,422
Thomas G. Atwood (5)		20,000	0	0	0	0	20,000	0	0
William J. Casey (5)		35,000	0		0	2,858	37,858	0	0
L. Gage Chrysler III	L. Gage Chrysler III	50,917	44,455	0	0	0	95,372	0	1,545	L. Gage Chrysler III	54,167	66,657	0	0	0	120,823	0	1,422
Craig S. Compton	Craig S. Compton	48,000	44,455	0	50,952	775	144,182	12,000	1,545	Craig S. Compton	49,167	66,657	0	0	863	116,686	8,000	1,422
Kirsten E. Garen	Kirsten E. Garen	48,375	44,455	0	0	0	92,830	0	1,545	Kirsten E. Garen	56,557	66,657	0	0	0	123,323	0	1,422
Cory W. Giese	Cory W. Giese	56,750	44,455	0	0	0	101,205	9,000	1,545	Cory W. Giese	65,625	66,657	0	0	0	132,282	7,325	1,422
John S. A. Hasbrook	John S. A. Hasbrook	50,917	44,455	0	73,913	543	169,828	12,000	1,545	John S. A. Hasbrook	54,167	66,657	0	0	583	121,406	8,000	1,422
Margaret L. Kane	Margaret L. Kane	44,000	44,455	0	0	0	88,455	0	1,545	Margaret L. Kane	49,167	66,657	0	0	0	115,823	0	1,422
Michael W. Koehnen	Michael W. Koehnen	48,000	44,455	0	75,960	531	168,946	0	1,545	Michael W. Koehnen	49,167	66,657	0	0	568	116,391	0	1,422
Martin A. Mariani	Martin A. Mariani	52,375	44,455	0	6,139	0	102,969	7,500	1,545	Martin A. Mariani	56,667	66,657	0	5,420	0	128,744	7,500	1,422
Thomas C. McGraw	Thomas C. McGraw	48,000	44,455	0	0	0	92,455	0	1,545	Thomas C. McGraw	49,167	66,657	0	0	0	115,823	0	1,422
Jon Y. Nakamura (5)										Jon Y. Nakamura (5)	0	0	0	0	0	0	0	0
Kimberley H. Vogel	Kimberley H. Vogel	44,000	44,455	0	0	0	88,455	0	1,545	Kimberley H. Vogel	49,167	66,657	0	0	0	115,823	0	1,422
W. Virginia Walker (5)		20,000	0		0	0	20,000	0	0


Beneficial owners	Beneficial owners	Number of shares beneficially owned(1)		Percentage of shares beneficially owned outstanding	Beneficial owners	Number of shares beneficially owned(1)		Percentage of shares beneficially owned outstanding
5% Holders	5% Holders				5% Holders
FMR LLC 245 Summer Street Boston, Massachusetts 02210	FMR LLC 245 Summer Street Boston, Massachusetts 02210	2,320,220	(2)	7.8%	FMR LLC 245 Summer Street Boston, Massachusetts 02210	2,671,343	(2)	7.89%
BlackRock Inc. 55 East 52nd Street New York, NY 10055	BlackRock Inc. 55 East 52nd Street New York, NY 10055	2,100,511	(3)	7.1%	BlackRock Inc. 55 East 52nd Street New York, NY 10055	2,302,574	(3)	6.80%
Directors and Executive Officers of TriCo and Tri Counties Bank	Directors and Executive Officers of TriCo and Tri Counties Bank				Directors and Executive Officers of TriCo and Tri Counties Bank
Donald J. Amaral	Donald J. Amaral	17,910	(4)	*	Donald J. Amaral	19,341	(4)	*
Daniel K. Bailey	Daniel K. Bailey	50,393	(5)		Daniel K. Bailey	52,407	(5)	*
Craig B. Carney	Craig B. Carney	41,283	(6)	*	Craig B. Carney	43,365	(6)	*
L. Gage Chrysler III	L. Gage Chrysler III	53,695	(7)	*	L. Gage Chrysler III	55,781	(7)	*
Craig S. Compton	Craig S. Compton	171,156	(8)	*	Craig S. Compton	172,587	(8)	*
John S. Fleshood	John S. Fleshood	19,434	(9)	*	John S. Fleshood	23,107	(9)	*
Kirsten E. Garen	Kirsten E. Garen	1,552	(10)	*	Kirsten E. Garen	3,001	(10)	*
Cory W. Giese	Cory W. Giese	17,834	(11)	*	Cory W. Giese	17,933	(11)	*
John S. A. Hasbrook	John S. A. Hasbrook	56,991	(12)	*	John S. A. Hasbrook	58,422	(12)	*
Margaret L. Kane	Margaret L. Kane	1,552	(13)	*	Margaret L. Kane	3,011	(13)	*
Anthony L. Leggio					Anthony L. Leggio	212,885	(14)	*
Michael W. Koehnen	Michael W. Koehnen	214,828	(14)	*	Michael W. Koehnen	218,081	(15)	*
Martin A. Mariani	Martin A. Mariani	58,731	(15)	*	Martin A. Mariani	60,162	(16)	*
Thomas C. McGraw	Thomas C. McGraw	346,907	(16)	1.17%	Thomas C. McGraw	348,338	(17)	1.03%
Jon Y. Nakamura					Jon Y. Nakamura	0	(18)	*
Richard P. Smith	Richard P. Smith	327,765	(17)	1.10%	Richard P. Smith	304,124	(19)	*
Kimberley H. Vogel	Kimberley H. Vogel	1,552	(18)	*	Kimberley H. Vogel	3,011	(20)	*
Peter G. Wiese	Peter G. Wiese	11,164	(19)	*	Peter G. Wiese	17,136	(21)	*
All TriCo directors and executive officers as a group (18 persons)		1,398,441	(20)	4.70%
All TriCo directors and executive officers as a group (20 persons)					All TriCo directors and executive officers as a group (20 persons)	1,616,692	(22)	4.10%


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


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.


Financial Metric	Financial Metric	12/31/20	12/31/19	12/31/18	Financial Metric	12/31/21	12/31/20
Net income per diluted share	Net income per diluted share	$2.16	$3.00	$2.54	Net income per diluted share	$3.94	$2.16
Non-performing assets to total assets ratio	Non-performing assets to total assets ratio	0.39%	0.30%	0.47%	Non-performing assets to total assets ratio	0.38%	0.39%
Loans, net of allowance at FYE (000’s)		$4,671,280	$4,276,750	$3,989,432
Deposits at FYE (000’s)		$6,505,934	$5,366,994	$5,366,466
Loans, net of allowance at FYE					Loans, net of allowance at FYE	$4,831,248	$4,671,280
Deposits at FYE					Deposits at FYE	$7,367,159	$6,505,934
Dividends declared per share	Dividends declared per share	$0.88	$0.82	$0.70	Dividends declared per share	$1.00	$0.88
Total risk based capital ratio		15.2%	15.1%	14.4%
Total risk-based capital ratio					Total risk-based capital ratio	15.4%	15.2%


~~Hope Bancorp, Inc.~~	~~First Interstate BancSystem~~	~~Glacier Bancorp Inc.~~
~~Columbia Banking System Inc.~~	~~Banner Corp.~~	~~Pacific Premier Bancorp~~
~~Axos Financial Inc.~~	~~CVB Financial Corp.~~	~~Banc of California Inc.~~
~~Opus Bank~~	~~Luther Burbank Corp.~~	~~HomeStreet Inc.~~
~~First Foundation Inc.~~	~~National Bank Holdings Corp.~~	~~Hanmi Financial Corp.~~
~~Heritage Financial Corp.~~	~~Preferred Bank~~	~~Heritage Commerce Corp~~
~~Farmers & Merchants Bancorp~~	~~Sierra Bancorp~~	~~Bank of Marin Bancorp~~


Glacier Bancorp Inc.	First Interstate BancSystem Inc.	Hope Bancorp, Inc.
Columbia Banking System Inc.	Banner Corp.	Axos Financial Inc.
CVB Financial Corp.	Banc of California Inc.	HomeStreet Inc.
Luther Burbank Corp.	First Foundation Inc.	Heritage Financial Corp.
National Bank Holdings Corp.	Hanmi Financial Corp.	Preferred Bank
Farmers & Merchants Bancorp	Heritage Commerce Corp


		Mix of Total Compensation – CEO (1)			Mix of Total Compensation – CEO (1)
		2020	2019		2021	2020	2019
Base salary	Base salary	38.1%	44.0%	Base salary	34.0%	38.1%	44.0%
Short-term incentives (annual incentive bonuses)(2)	Short-term incentives (annual incentive bonuses)(2)	22.8%	26.4%	Short-term incentives (annual incentive bonuses)(2)	34.0%	22.8%	26.4%
Long-term incentives (equity awards)	Long-term incentives (equity awards)	34.0%	26.7%	Long-term incentives (equity awards)	30.1%	34.0%	26.7%
Benefits (perks)~~(2)~~(3)	Benefits (perks)~~(2)~~(3)	5.1%	2,9%	Benefits (perks)~~(2)~~(3)	1.9%	5.1%	2.9%
Total	Total	100.0%	100.0%	Total	100.0%	100.0%	100.0%


		Mix of Total Compensation – Other Named Executive Officers (1)			Mix of Total Compensation – Other Named Executive Officers (1)
		2020	2019(1)		2021	2020	2019(1)
Base salaries	Base salaries	43.8%	53.0%	Base salaries	38.4%	43.8%	53.0%
Short-term incentives (annual incentive bonuses)	Short-term incentives (annual incentive bonuses)	21.0%	25.3%	Short-term incentives (annual incentive bonuses)	33.0%	21.0%	25.3%
Long-term incentives (equity awards)	Long-term incentives (equity awards)	28.5%	19.0%	Long-term incentives (equity awards)	26.2%	28.5%	19.0%
Benefits (perks)(2)	Benefits (perks)(2)	6.7%	2.7%	Benefits (perks)(2)	2.4%	6.7%	2.7%
Total	Total	100.0%	100.0%	Total	100.0%	100.0%	100.0%


Name	2020 Base Salary	2019 Base Salary(1)	Percentage Increase
Peter Wiese	$480,000	$480,000	0%
John Fleshood	$428,480	$428,480	0%
Craig Carney (2)	$400,000	$400,000	0%
Dan Bailey (3)	$400,000	$400,000	0%


Name	2021 Base Salary	2020 Base Salary	Change 2020 to 2021 (%)	2020 Base Salary	2019 Base Salary	Change 2019 to 2020 (%)
Rick Smith	$825,000	$825,000	0%	$825,000	$825,000	0%


Name	Name	Target 2020		Target 2019		Name	Target 2021		Target 2020		Target 2019
Peter Wiese	Peter Wiese	55	%	40	%	Peter Wiese	55	%	55	%	55	%
John Fleshood	John Fleshood	55	%	40	%	John Fleshood	55	%	55	%	55	%
Craig Carney	Craig Carney	40	%	30	%	Craig Carney	40	%	40	%	40	%
Dan Bailey		40	%	30	%
Daniel Bailey						Daniel Bailey	40	%	40	%	40	%


Name	Bonus Payout	% of Base Salary	% of Bonus paid out in RSUs (1)
Peter Wiese	$456,000	95%	34.2%
John Fleshood	$427,500	95%	29.8%
Craig Carney	$300,000	75%	46.7%
Daniel Bailey	$300,000	75%	46.7%


	TCBK TSR vs. KBW TSR	Payout Percentage
Maximum	+25% or more	150%
	Every +1%	+2% Payout
Target	Equal	100%
	Every -1%	-2% Payout
Threshold	-25%	50%
Minimum	Less than -25%	0%


Position			Minimum Ownership (multiple of base salary)
Chief Executive Officer			3.0
Executive Vice President			1.5


Directors			Minimum Ownership (multiple of director compensation)
Outside Director			3.0


REPORT OF THE COMPENSATION AND MANAGEMENT SUCCESSION COMMITTEE


	Cash ($)	RSUs ($)	Total ($)
Richard Smith	495,000	330,000	825,000
Peter Wiese	300,000	156,000	456,000
John Fleshood	300,000	127,500	427,500
Craig Carney	160,000	140,000	300,000
Daniel Bailey	160,000	140,000	300,000


Name	Name	Grant Date							All other stock awards: number of shares of stock or units (#)	Grant date fair value of stock award ($)	Name	Grant Date							All other stock awards: number of shares of stock or units (#)	Grant date fair value of stock award ($)
			Estimated possible payouts under non-equity incentive plan awards			Estimated future payouts under equity incentive plan awards(1)							Estimated possible payouts under non-equity incentive plan awards			Estimated future payouts under equity incentive plan awards(1)
			Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum ($)					Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum ($)
Richard Smith	Richard Smith	6/5/2020							13,258 (2)	431,680 (3)	Richard Smith	5/27/2021							8,424 (2)	401,656 (3)
		6/5/2020				6,629	13,258	19,887		304,801 (4)		5/27/2021				4,212	8,424	12,636		329,800 (4)
Peter Wiese	Peter Wiese	6/5/2020							6,428 (2)	209,296 (3)	Peter Wiese	5/27/2021							4,127 (2)	196,775 (3)
		6/5/2020				3,214	6,428	9,642		147,780 (4)		5/27/2021				2,064	4,127	6,191		161,572 (4)
John Fleshood	John Fleshood	6/5/2020							5,732 (2)	186,634 (3)	John Fleshood	5/27/2021							3,869 (2)	184,474 (3)
		6/5/2020				2,866	5,732	8,598		131,296 (4)		5/27/2021				1,935	3,869	5,804		151,471 (4)
Craig Carney	Craig Carney	6/5/2020							3,929 (2)	127,928 (3)	Craig Carney	5/27/2021							2,795 (2)	133,266 (3)
		6/5/2020				1,964	3,928	5,892		90,305 (4)		5/27/2021				1,398	2,795	4,193		109,424 (4)
Dan Bailey		6/5/2020							3,929 (2)	127,928 (3)
Daniel Bailey											Daniel Bailey	5/27/2021							2,795 (2)	133,266 (3)
		6/5/2020				1,964	3,928	5,892		90,305 (4)		5/27/2021				1,398	2,795	4,193		109,424 (4)


		Option Awards					Stock Awards							Option Awards					Stock Awards
Name	Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: number of securities underlying unexercised unearned options (#)	Option exercise price ($)(1)	Option expiration date	Number of shares or units of stock that have not vested (#)		Market Value of Shares or units of stock that have not vested ($)(2)	Equity incentive plan awards number of unearned shares, units or other rights that have not vested (#)(3)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not yet vested ($)(4)	Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: number of securities underlying unexercised unearned options (#)	Option exercise price ($)(1)	Option expiration date	Number of shares or units of stock that have not vested (#)		Market Value of Shares or units of stock that have not vested ($)(2)	Equity incentive plan awards number of unearned shares, units or other rights that have not vested (#)(3)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not yet vested ($)(4)
Richard Smith	Richard Smith	40,000	-		15.34	5/22/2022							Richard Smith	40,000	-		19.46	5/9/2023
		40,000	-		19.46	5/9/2023								4,000	-		19.46	5/9/2023
		4,000	-		19.46	5/9/2023													1,080	(5)	46,397
							1,131	(5)	39,902										3,879	(6)	166,642	5,919	(7)	254,280
							2,109	(6)	74,406	5,349	(7)	188,713							10,408	(8)	447,128	8,130	(9)	349,265
							5,690	(8)	200,743	7,303	(9)	257,650							8,572	(10)	368,253	7,533	(11)	323,618
							13,570	(10)	478,750	12,011	(11)	423,748
Peter Wiese													Peter Wiese	-					2,723	(12)	116,963
																			1,657	(6)	71,166	2,525	(7)	108,474
Peter Wiese		-					5,322	(12)	187,760
							2,429	(8)	85,695	3,116	(9)	109,932							5,046	(8)	216,776	3,941	(9)	169,305
							6,580	(10)	232,142	5,823	(11)	205,435							4,199	(10)	180,389	3,690	(11)	158,522

John Fleshood	John Fleshood	-					620	(5)	21,874				John Fleshood	-					568	(5)	24,418
							1,108	(6)	39,090	2,806	(7)	98,996							1,422	(6)	61,069	2,168	(7)	93,137
							2,085	(8)	73,559	2,675	(9)	94,374							4,499	(8)	193,277	3,515	(9)	151,004
							5,866	(10)	206,952	5,193	(11)	183,209							3,937	(10)	169,134	3,459	(11)	148,599

Craig Carney	Craig Carney	-	-	-			339	(5)	11,960				Craig Carney	-	-	-			327	(5)	14,046
							637	(6)	22,473	1,611	(7)	56,836							784	(6)	33,673	1,194	(7)	51,294
							1,148	(8)	40,501	1,474	(9)	52,033							3,085	(8)	132,532	2,408	(9)	103,448
							4,021	(10)	141,861	3,558	(11)	125,526							2,844	(10)	122,178	2,499	(11)	107,357

Dan Bailey		-	-	-			329	(5)	11,607
Daniel Bailey													Daniel Bailey	-	-	-			318	(5)	13,661
							619	(6)	21,838	1,565	(7)	55,213							861	(6)	37,010	1,313	(7)	56,406
							1,263	(8)	44,559	1,620	(9)	57,154							3,085	(8)	132,532	2,408	(9)	103,448
							4,021	(10)	141,861	3,558	(11)	125,526							2,844	(10)	122,178	2,499	(11)	107,357


(1)			The exercise price equals the market value on the grant date.
(2)			Indicates the value of shares underlying unvested RSUs based on the closing price of TriCo common stock on December 31, ~~2020~~2021, as reported on the Nasdaq Global Select Market, which was ~~$35.28~~$42.96 per share.
(3)			Indicates the number of shares underlying unvested PSUs that would vest on the vesting date based on the closing price of TriCo common stock on December 31, ~~2020.~~2021.
(4)			Indicates the value of shares underlying unvested PSUs based on the closing price of TriCo common stock on December 31, ~~2020~~2021, as reported on the Nasdaq Global Select Market, which was ~~$35.28~~$42.96 per share.
(5)			The RSUs vest on ~~May 23, 2021.~~June 19, 2022.
(6)			The RSUs vest in two equal annual installments on June ~~19, 2021~~25, 2022 and ~~2022.~~2023.
(7)			The PSUs vest on June ~~19, 2021~~25, 2022 (assuming certain performance conditions are met).
(8)			The RSUs vest in three equal annual installments on June ~~25, 2021,~~5, 2022, 2023 and ~~2023.~~2024.
(9)			The PSUs vest on June ~~25, 2022~~5, 2023 (assuming certain performance conditions are met).
(10)			The RSUs vest in four equal annual installments on ~~June 5, 2021,~~May 27, 2022, 2023, 2024 and ~~2024.~~2025.
(11)			The PSUs vest on ~~June 5, 2023~~May 27, 2024 (assuming certain performance conditions are met).
(12)			The RSUs vest ~~in two equal annual installments~~ on September 18, ~~2021 and~~ 2022.


Name	Name	Plan Name	Number of years credited service (#)	Present value of accumulated benefit ($)(1)	Payments during 2020 ($)	Name	Plan Name	Number of years credited service (#)	Present value of accumulated benefit ($)(1)	Payments during 2021 ($)
Richard Smith	Richard Smith	Supplemental Executive Retirement Plan	27	13,037,408	-	Richard Smith	Supplemental Executive Retirement Plan	28	11,795,833	-
Craig Carney	Craig Carney	Supplemental Executive Retirement Plan	23	5,061,485	-	Craig Carney	Supplemental Executive Retirement Plan	24	4,670,842	-
Dan Bailey		Supplemental Executive Retirement Plan	13	2,812,636	-
Daniel Bailey						Daniel Bailey	Supplemental Executive Retirement Plan	14	2,795,804	-


Name	Name	Executive contributions in 2020 ($) (1)	TriCo contributions in 2020 ($)	Aggregate earnings in 2020 ($)(2)	Aggregate withdrawals/ distributions ($)	Aggregate balance at 2020 year end ($)	Name	Executive contributions in 2021 ($) (1)	TriCo contributions in 2021 ($)	Aggregate earnings in 2021 ($)(2)	Aggregate withdrawals/ distributions ($)	Aggregate balance at 2021 year end ($)
Richard Smith	Richard Smith	-		24,931	-	508,384	Richard Smith	-		26,145	-	534,529
Craig Carney	Craig Carney	48,480	-	29,867	-	629,755	Craig Carney	38,800	-	32,559	-	701,113


Name	Name	Benefit	Involuntary termination for cause ($)	Involuntary termination not for cause ($)	Retirement or voluntary resignation ($)	Death ($)	Disability ($)	After change in control, involuntary or good reason termination ($)	Name	Benefit	Involuntary termination for cause ($)	Involuntary termination not for cause ($)	Retirement or voluntary resignation ($)	Death ($)	Disability ($)	After change in control, involuntary or good reason termination ($)
Richard Smith	Richard Smith	Severance pay(1)	-	2,145,000	-			4,207,500	Richard Smith	Severance pay(1)	-	1,650,000	-	-	-	2,475,000
		Equity award vesting acceleration(2)	-					370,700		Equity award vesting acceleration(2)	-	-	-	-	-	460,454
		Supplemental executive retirement plans(3)	-	13,037,408						Supplemental executive retirement plans(3)	-	11,795,833	11,795,833	11,795,833	11,795,833	11,795,833
		Deferred compensation plan(4)	181,000	508,384						Deferred compensation plan(4)	181,000	534,529	534,529	534,529	534,529	534,529
		Joint beneficiary agreement(5)	-	-	-	5,122,119	-	-		Joint beneficiary agreement(5)	-	-	-	4,970,646	-	-
		Total	181,000	15,690,792	13,545,792	18,667,911	13,545,792	18,123,992		Total	181,000	13,980,362	12,330,362	5,505,175	12,330,362	15,265,816
Peter Wiese	Peter Wiese	Severance pay(1)	-					1,752,000	Peter Wiese	Severance pay(1)	-	-	-	-	-	1,488,000
		Equity award vesting acceleration(2)	-	-				94,778		Equity award vesting acceleration(2)	-	-	-	-	-	211,141
		Total	-	-		-	-	1,846,778		Total	-	-	-	-	-	1,699,141
John Fleshood	John Fleshood	Severance pay(1)	-					1,563,160	John Fleshood	Severance pay(1)	-	-	-	-	-	1,395,000
		Equity award vesting acceleration(2)	-	-		-		166,388		Equity award vesting acceleration(2)	-	-	-	-	-	186,725
		Total	-	-				1,729,548		Total	-	-	-	-	-	1,563,764
Craig Carney	Craig Carney	Severance pay(1)	-					1,280,000	Craig Carney	Severance pay(1)	-	-	-	-	-	1,120,000
		Equity award vesting acceleration(2)	-					98,309		Equity award vesting acceleration(2)	-	-	-	-	-	118,541
		Supplemental executive retirement plans(3)	-	5,061,485						Supplemental executive retirement plans(3)	-	4,670,842	4,670,842	4,670,842	4,670,842	4,670,842
		Deferred compensation plan(4)	303,364	629,755						Deferred compensation plan(4)	342,164	701,113	701,113	701,113	701,113	701,113
		Joint beneficiary agreement(5)	-	-		1,369,355	-	-		Joint beneficiary agreement(5)	-	-	-	1,326,993	-	-
		Total	303,364	5,691,240		7,060,595	5,691,240	7,069,549		Total	342,164	5,371,955	5,371,955	2,028,107	5,371,955	6,610,496
Dan Bailey		Severance pay(1)	-					1,280,000
Daniel Bailey									Daniel Bailey	Severance pay(1)	-	-	-	-	-	1,120,000
		Equity award vesting acceleration(2)	-					99,540		Equity award vesting acceleration(2)	-	-	-	-	-	122,824
		Supplemental executive retirement plans(3)	-	2,437,618	-	2,437,618	2,812,636			Supplemental executive retirement plans(3)	-	2,609,417	-	-	2,795,804	2,795,804
		Total	-	2,437,618	-	2,437,618	2,812,636	4,192,176		Total	-	2,609,417	-	-	2,795,804	4,038,628


Plan category	Plan category	(a) No. of securities to be issued upon exercise of outstanding option, warrants and rights	(b) Weighted average exercise price of outstanding option, warrants and rights	(c) No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))	Plan category	(a) No. of securities to be issued upon exercise of outstanding option, warrants and rights	(b) Weighted average exercise price of outstanding option, warrants and rights		(c) No. of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securities holders(1)	Equity compensation plans approved by securities holders(1)	128,500	$17.72	1,222,011	Equity compensation plans approved by securities holders(1)	78,825	$	19.28	1,004,737
Equity compensation plans not approved by security holders	Equity compensation plans not approved by security holders	-			Equity compensation plans not approved by security holders	—	$	—	—
Total	Total	128,500	$17.72	1,222,011	Total	78,825	$	19.28	1,004,737