Plumas Bancorp

1. 1

   Election of Ten Directors

   ManagementBoard: FOR

   Elect ten nominees to the Board to serve until the 2027 Annual Meeting.

2. 2

   Non-Binding Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory approval of the compensation paid to the Company’s named executive officers as disclosed in this proxy statement (Say-on-Pay).

   More detail

   This management proposal asks shareholders to cast a non-binding advisory vote to approve the compensation disclosed for the Company’s named executive officers (a Say-on-Pay vote). Management is seeking shareholder approval to confirm that the design and outcomes of its executive compensation program are acceptable to investors and to provide the Board with feedback that may inform future compensation decisions. The Company emphasizes that its compensation program includes a mix of base salary, cash non-equity incentives tied significantly to relative ROA percentile and specific performance goals, and long-term equity incentives designed to align executives with shareholder value over time. The context includes recent strategic actions in 2025 — notably the acquisition of Cornerstone Community Bancorp and associated one-time items — which influenced incentive outcomes and required disclosure of incentive plan metrics and adjustments. The Board states that the program is reasonable compared with similarly sized peers and that incentive structures do not encourage excessive risk-taking, a conclusion supported by the Compensation Committee’s review of plan design and metrics. Because the vote is advisory, the Board will not be bound by the outcome but will consider the shareholder vote when evaluating future compensation arrangements, making the vote a reputational governance check on management practices. The Board recommends a FOR vote, arguing that the program aligns executive pay with company performance, retention needs (including change-in-control and post-employment arrangements), and long-term shareholder interests. Given the Company’s disclosed employment and change-in-control agreements, severance arrangements, and the substantial role of cash incentive pools tied to ROA percentiles, shareholders should view the proposal in the context of how incentives affected realized pay in 2025 and how they may influence future strategic decisions and risk-taking. The advisory nature of the vote means investors should weigh both quantitative outcomes (actual payouts, pay-versus-performance tables) and qualitative governance features (Clawback provisions, committee oversight, and equity vesting schedules) when assessing whether to support the proposal.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit & Risk Committee’s appointment of Elliott Davis, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Plumas Bancorp 2026 annual meeting?

Plumas Bancorp (PLBC) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Plumas Bancorp 2026 meeting?

The record date for the Plumas Bancorp 2026 meeting is Tuesday, March 24, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Plumas Bancorp's 2026 meeting?

The board is presenting 10 director nominees at the Plumas Bancorp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Plumas Bancorp 2026 meeting?

Shareholders will vote on 3 proposals at the Plumas Bancorp 2026 meeting, each tagged with who proposed it and the board's recommendation.