PBCO Financial : Proxy (Opens in a new Window) (Opens in a new Window)

1528 Biddle Road

Medford, Oregon 97504

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held April 24, 2024

TO OUR SHAREHOLDERS:

The annual meeting of the shareholders of PBCO Financial Corporation (the "Company"), the bank holding company for People's Bank of Commerce, will be held at Twin Creeks Retirement, 888 Twin Creeks Crossing, Central Point, Oregon 97502 at 2:00 p.m. on Wednesday, April 24, 2024. At the meeting, shareholders will act on the following matters:

1. Election of ten directors to serve one-year terms until the 2025 annual meeting and until their successors have been elected and qualified:

•	Roy G. Vinyard	• William C. St. Laurent	•	R. Bryan Webber
• Kenneth D. Trautman, Jr.	•	Kurt Kaufman	•	Benjamin Mackovak
•	Robert W. Mayers	•	James E. Teece	•	Kerry Johnson

1. • Julia B. Beattie

2. Ratify the appointment of the Bank's independent public accountants, and
3. Transaction of such other business as may properly come before the meeting or any adjournments thereof.

These matters are more fully described in the Proxy Statement, which follows. Only holders of shares of PBCO Financial Corporation common stock at the close of business on March 1, 2024, will be entitled to notice of, and to vote at, this annual meeting, and any and all adjournments thereof.

All shareholders will receive a proxy notice in the mail or by email if you have elected that option with a broker. Whether you plan to attend the shareholders' meeting or not, your vote is important. Please vote your shares online, by telephone or by mail today.

Sincerely yours,

Roy G. Vinyard	Julia B. Beattie
Chairman of the Board	President & Chief Executive Officer

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1528 Biddle Road

Medford, Oregon 97504

PROXY STATEMENT

For the Annual Meeting of Shareholders to be held

April 24, 2024

This proxy statement contains information related to the annual meeting of the shareholders of PBCO Financial Corporation ("Company"), the bank holding company for People's Bank of Commerce, to be held on Wednesday, April 24, 2024, beginning at 2:00 p.m. Pacific Time. The 2023 Annual Report to Shareholders ("Annual Report") accompanies this proxy statement. The proxy materials are first being mailed to shareholders on or about March 15, 2024.

We have prepared and made available this proxy statement to provide you with important information about the business to take place at the meeting. We are providing this information so that you will be fully informed when you vote your shares.

If you owned shares of common stock of record as of March 1, 2024, you may vote at the annual meeting and any adjournments or postponements of it. To have a quorum to conduct business, there must be a majority of the outstanding shares represented at the meeting, in person or by proxy. An abstention from a given matter will not affect the presence of the shares as to determination of a quorum.

The Board of Directors is soliciting proxies to be used at the meeting. You do not need to attend the meeting to vote your shares. Instead, you may simply vote your shares online, by telephone or by mail as instructed on the proxy notice received from the Company or from your broker. You may still attend the meeting even if you have submitted a revocable proxy.

The cost of this proxy solicitation will be borne by the Company. The Company does not expect to pay any compensation for the solicitation of proxies but may reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses in sending proxy material to principals and obtaining their proxies. In addition to solicitation of proxies by mail, telephone and email, the Company may also use its directors, officers, and regular employees to solicit proxies from shareholders, either in person, by telephone, electronically, or mail, without extra compensation.

PBCO Financial Corporation expects to first make this Proxy Statement, accompanying Form of Proxy, Notice of Annual Meeting of Shareholders and Annual Financial Report available to shareholders on or about March 15, 2024.

Please follow the instructions on the proxy notice to vote your shares, even if you plan to attend the meeting.

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VOTING AT THE MEETING

What is the purpose of the annual meeting?

At the Company's annual meeting, shareholders will be asked to (1) consider and vote upon a proposal to elect ten (10) persons to the Board of Directors of the Company to serve until the 2025 Annual Meeting of Shareholders and until their successors have been elected and have qualified, (2) ratify the appointment of the Company's independent public accountants, and (3) transact other business that properly comes before the meeting. In addition, the Company's management will report on its performance during the year ended December 31, 2023, current operations and trends, and respond to questions from shareholders.

Who is entitled to vote?

Only shareholders of record at the close of business on March 1, 2024 (the "Record Date"), are entitled to receive notice of the annual meeting and to vote shares held on that date at the meeting, or any postponement or adjournment of the meeting.

Who can attend the meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the meeting and any adjournments or postponements of it.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock outstanding on the Record Date will constitute a quorum, permitting the Company to conduct its business. If you come to the meeting or submit a proxy, but you abstain from voting on a given matter, we will still count your shares as present for determining a quorum. As of March 1, 2024, the Company had 5,328,535 shares of common stock outstanding. Proxies received but marked as abstentions and broker non-votes are counted only for purposes of determining whether a quorum is present at the meeting.

Voting by proxy

You do not have to attend the meeting. You may vote your shares by revocable proxy if you wish. The Company, or your broker, mailed you a proxy notice with instructions on how to view proxy materials online or request a copy by mail. The notice also contains a control number and instructions for voting. Have your proxy notice with you when you vote by any of the following methods:

• Vote online at www.proxyvote.com or
• Vote by telephone at 1-800-690-6903 or
• Vote by mail by requesting a paper copy of the proxy materials which includes a proxy card and instructions.

You MAY NOTuse your notice to vote.

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You may vote your shares, following the instructions on the proxy notice, to indicate your vote on the matters presented at the meeting. The individuals whose names appear on the proxy will vote your shares as you instruct.

If you submit a revocable proxy with no instructions, the named proxy holders will vote your shares in favor of the Board's nominees for directors, and in favor of the ratification of the appointment of the independent auditors. If you submit a proxy with no instructions, it will have no effect on the adjournment proposal. In addition, the named proxy holders will vote in their discretion on such other matters that may be considered at the shareholders meeting. The Board of Directors has named Roy G. Vinyard and William C. St. Laurent, the proxy holders, to vote the proxies being solicited by the Board of Directors. Their names appear on the revocable proxy accompanying this proxy statement. You may name another person to act as your proxy if you wish, but it is not necessary to do so.

Revoking a proxy

You may revoke your proxy at any time before the vote is taken at the meeting. If you are a registered shareholder, you may revoke your proxy by submitting a revocable proxy bearing a later date or by notifying Lindsey Trautman, Corporate Secretary of PBCO Financial Corporation, personally, in writing, or by mail, of your wish to revoke your proxy. You may also revoke your proxy by oral request if you are present at the meeting. If your shares are held by a Bank, broker or other nominee holder (in "street name") you may not change your vote or revoke your proxy at the meeting. You will need to contact the nominee holder of your shares to revoke your proxy or change your vote.

You may still attend the meeting even if you have submitted a revocable proxy. You should be aware that simply attending the meeting will not, of itself, revoke a proxy.

How can I access the proxy materials if I did not receive them by mail?

If you are a shareholder who received an e-mail directing you to the proxy materials: You may access the proxy materials and voting instructions over the Internet via the web address provided in the e-mail.In order to access these materials and vote, you will need the control number provided in the e-mail.

How can I receive my proxy materials by e-mail in the future?

Instead of receiving future paper copies of the Notice or the Company's proxy materials by mail, you can elect to receive an e-mail with links to these documents, your control number, and instructions for voting over the Internet. Opting to receive your proxy materials by e-mail will save the cost of producing and mailing documents to you and will also help conserve environmental resources. Your e- mail address will be kept separate from any other Company operations and will be used for no other purpose except as you may authorize separately.

If the Company mailed you a Notice or a printed copy of its Proxy Statement and annual report and you would like to sign up to receive these materials by e-mail in the future, you can choose this option by:

• following the instructions provided on your proxy card or voting instruction form if you received a paper copy of the proxy materials;
• following the instructions provided when you vote over the Internet; or

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• going to www.proxyvote.com and following the instructions provided.

You may revoke this request at any time by following the instructions at www.proxyvote.com. Your election will remain in effect unless you revoke it later.

How we count votes

The named proxy holders will vote your shares as you instruct on your proxy. We will not count abstentions or broker non-votes for or against a matter submitted to a vote of shareholders. Each share is entitled to one vote.

A broker non-vote occurs when a broker or other nominee holder, such as a bank, submits a proxy representing shares that another person actually owns, and that person has not given voting instructions to the broker or other nominee. On some matters, such as the ratification of the appointment of independent auditors, a broker or other nominee can vote those shares without instructions from the beneficial owner. On other matters, the nominee may not vote the shares without instruction from the beneficial owner of the shares. We will count broker non-votes as present for establishing a quorum.

Counting votes in the election of directors

Directors are elected by a plurality of votes, which means that the nominees that receive the most votes will be elected, regardless of how many votes each nominee gets. You may not cumulate your votes in electing directors, but rather, you may vote the total number of shares that you own for each open director position.

Counting votes on other matters

To approve the ratification of the appointment of independent auditors more votes must be cast in favor of the proposal than votes cast against, regardless of the number of votes cast. Therefore, an abstention or broker non-vote will have no effect on the outcome of the vote on this proposal.

What if I do not mark my proxy?

If you submit a proxy without giving voting instructions, the named proxy holders will vote your shares in their discretion. Those individuals named on the proxy intend to vote for the Board of Directors' nominees for director, for the ratification of the appointment of independent auditors and in their discretion with respect to any other matter that properly comes before the meeting.

How many shares do directors and officers own?

As of March 1, 2024, directors and executive officers of the Company beneficially owned 2,523,250 shares, constituting 47.35% of total shares outstanding. All of these shares are entitled to vote at the meeting. We expect all directors and executive officers to vote for the Board's nominees for directors, and vote in favor of the ratification of the appointment of independent auditors.

Voting at the Annual Meeting

Please vote promptly via Internet, by telephone, or by completing and mailing the enclosed proxy card or voting instruction form. Even if you plan to participate in the annual meeting, it is recommended that you vote your shares in advance so that your vote will be counted if you later decide not to participate in the annual meeting.

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The method you use to vote will not limit your right to vote if you decide to participate in the annual meeting.

The following instructions for voting at the annual meeting are also set forth on your proxy card.

Via Internet(do not return your proxy card):

• Go to www.proxyvote.com. Internet voting is available 24 hours a day, 7 days a week until 11:59 p.m. Eastern Time on April 23, 2024.
• Have your proxy card or voting instruction form available when you log on.
• Follow the simple instructions. You will be prompted to enter your Control Number located on your proxy card or voting instruction form in the box marked by the arrow.

By Telephone(do not return your proxy card):

• Use any touch-tone telephone to vote by calling 800-690-6903. Telephone voting is available 24 hours a day, 7 days a week until 11:59 P.M. Eastern Time on April 23, 2024.
• Have your proxy card or voting instruction form available when you call.
• Follow the simple instructions. You will be prompted to enter your Control Number located on your proxy card or voting instruction form.

By Mail:

• Mark your choice on your proxy card or voting instruction form. If you properly execute your proxy card, but do not specify your choice, your shares will be voted "FOR" the proposals presented at the meeting, as recommended by the Board of Directors.
• Date and sign your proxy card or voting instruction form.
• Mail your proxy card in the enclosed postage-paid envelope or return the proxy card to Vote Processing, c/o Broadridge, P.O. Box 1342, Brentwood, NY 11717. Ballots must be received prior to April 24, 2024, to be counted.

BUSINESS OF THE MEETING

Agenda Item 1: Election of Directors

At the meeting, we will ask you to vote on the election of ten (10) directors who are up for election in 2024. Our Restated Articles of Incorporation currently provide for a Board of Directors consisting of not less than seven and not more than fifteen directors, with the exact number determined from time to time by resolution of the Board of Directors. Our Board of Directors currently consists of ten directors.

Our Restated Articles of Incorporation provide for the annual re-election of all directors. Therefore, the persons named below have been nominated to serve on the Board of Directors until the 2025 annual meeting and until their successors are elected and qualified. All nominees currently serve as members of the Board.

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•	Roy G. Vinyard	• William C. St. Laurent	•	R. Bryan Webber
• Kenneth D. Trautman, Jr.	•	Kurt Kaufman	•	Benjamin Mackovak
•	Robert W. Mayers	•	James E. Teece	•	Kerry Johnson

• Julia B. Beattie

Directors are elected by a plurality of the votes cast by holders of common stock on the Record Date, March 1, 2024, present in person or represented by proxy at the annual meeting. Shareholders have one vote for each director to be elected for each share they hold. Shareholders do not have cumulative voting rights with respect to the election of directors.

The proxy holders named on the accompanying proxy, unless otherwise instructed, intend to vote the shares they represent as proxies for each of the nominees named herein. Although it is not contemplated that any director nominee will decline or be unable to serve, if either occurs prior to the annual meeting, the Board of Directors may select a substitute nominee.

Your Board of Directors recommends a vote FORthe election to the Board of each of the nominees.

The director nominations included in this proxy statement were unanimously adopted and approved by the Board of Directors.

Set forth on the following pages are brief summaries of the background and business experience, including principal occupations, of each of the directors:

Roy G. Vinyard, Mr. Vinyard, age 68, is the Chairman of the Board of Directors. He serves on PBCO's Audit and Governance and Compensation Committees. Mr. Vinyard served for over 20 years as President and Chief Executive Officer of Asante Health System, a Top 15 integrated health system headquartered in Medford, Oregon, serving southern Oregon and northern California. He currently serves as a board director for Pacific Retirement Services. He has served on numerous boards including the Regency Community Board, the Oregon Shakespeare Board, Oregon Association of Hospitals and Health Systems Board (Chair), the American Hospital Association Health Care Systems Governing Council, the AHA Regional Policy Board, and Boy Scouts of America-Crater Lake Council Executive Board.

William C. St. Laurent (Will), Mr. St. Laurent, age 59, is currently vice-chairman of the board of directors, chairman of the company's Audit Committee and serves on PBCO's Governance and Compensation Committee. Mr. St. Laurent is founder of True Bearing Diagnostics in Washington, D.C., a biotech research company and SeqLL, Inc., a manufacturer of genetic sequencers based in Woburn, Massachusetts. He is also the founder of St. Laurent Land & Cattle Co., Inc., based in Eagle Point, Oregon, which raises beef with no hormones or antibiotics and has 125 acres of vineyards in development. Mr. St. Laurent is chief executive officer of St. Laurent Properties, LLC in Orlando, Florida, and Vancouver, Washington; president of Consolidated Forest Products, Inc., in Perry, Florida. He is president and board member for St. Laurent Institute in Vancouver, Washington. Mr. St. Laurent served as vice chairman of Western Bank from 1989 until the bank sold in 1996. Heavily involved in community and charitable work, St. Laurent is a founder of the Florida Lacrosse Association and Braveheart Lacrosse Club as well as a board member for the St. Laurent Family Foundation. Mr. St. Laurent earned his Bachelor of Science degree from Cornell University in 1986.

Robert W. Mayers (Bob), Mr. Mayers, age 73, serves on PBCO's Governance and Compensation Committee. Mr. Mayers is a Managing Partner of Mayers5 LLC, a property development company. He retired from Adroit Construction in Ashland, which he was a Partner since 1981. Mr. Mayers is currently chair of the Rogue Valley Manor board and serves on the Pacific Retirement and

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Mirabella Arizona State University boards. Previously, he served on the board of trustees for the Ashland YMCA, as well as board of directors for the Asante Foundation.

Kenneth D. Trautman, Jr. (Ken), Mr. Trautman, age 67, is co-founder of PBCO and served as its Chief Executive Officer from 2008 until 2023. Mr. Trautman serves on the Asset/Liability and Governance and Compensation Committees. Previously, he served as chairman of the board of directors for the Britt Festivals, Greater Medford Rotary, D-9 Foundation, the Community Banks of Oregon and the Oregon Bankers Association. He has also been involved with 4-H, FFA and other youth organizations.

James E. Teece (Jim), Mr. Teece, age 60, serves on the Asset/Liability and Governance and Compensation Committees. Mr. Teece is the president, CEO and co-founder of Project A, a technology business, which provides custom eCommerce and web application solutions to companies around the world. He is also the president and CEO of Ashland Home Net in Ashland, Oregon, a community-based internet service provider, chief technology officer and co-founder of Art Authority, LLC, president of Museum Store Products and publisher of the Southern Oregon Business Journal, as well as creator of WheelChairChargingOregon.com, Ashland TV 20, Rogue Broadband, and a multitude of other specialized technology projects. Mr. Teece currently serves on the boards of several non-profits in the community including People's Bank Foundation, Jackson County Fair and Expo, Talent Maker City, Southern Oregon Historical Society, Rogue Valley Manor, Southern Oregon University Foundation, Oregon Connections Telecommunications Conference and Northwest Telecommunications Association. His former board appointments have included the Asante Foundation, Jefferson Public Radio, Ashland Independent Film Festival, Ashland Chamber of Commerce, the Southern Oregon Telecommunications and Technology Council, and Software Association of Oregon, Southern Oregon Region.

Kurt Kaufman, age 66, has served as a director since 2018. Mr. Kaufman serves on the Audit Committee. Mr. Kaufman is part-owner of Croman Corporation based in White City, Oregon. Croman provides aerial services for fire suppression, logging, and heavy lift and construction. He is also part- owner of C&K Properties and T&K Enterprises. Aside from his Croman responsibilities, he is a farmer of 33 acres of pears and 28 acres of row crops including corn, squash and pumpkins. Mr. Kaufman's board service includes Southern Oregon Sales-an agricultural processing plant working with some of the largest agricultural producers in the region.

Kerry Johnson, Ms. Johnson, age 62, was a Founding Director of Willamette Community Bank. She served as Chairman of the Board from 2008 until the merger with People's Bank in 2021. During her tenure at WMCB, she served on every standing Committee and is currently a member of the PBOC Audit Committee and the Foundation Grant committee. She has more than 30 years of experience in the healthcare industry; and is the Business Manager for Douglas M. Johnson DMD, a general dentist with offices in Albany and Scio. Ms. Johnson was appointed by Executive Order of the Governor of the State of Oregon to the Oregon Racing Commission, where she served as Chairman. She is a Past Chair of the Commission Budget/Hub fund and ADW Sub Committees. She served two terms on the Oregon Racing Commission. She was appointed by the Linn County Board of Commissioners to the Linn County Budget Committee, where she serves as Vice Chairman and is in her third term. Additionally, she's a member of the Linn County Fair Board, for which she served as Chairman, and currently serves on the Bio-Security subcommittee. She is also past Chair and member of the Linn County Expo Advisory Committee. Ms. Johnson is a member of the Board of Directors of the Mid-Willamette Family YMCA, where she is currently working on a Veteran's housing project in Linn County.

R. Bryan Webber (Bryan), age 56, was a Founding Director of Willamette Community Bank and served until the merger with People's Bank in 2021, where he currently serves on the Asset/Liability

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Committee for the Company. Mr. Webber owns and operates four businesses in Oregon's beautiful Willamette Valley with his wife Kym. Bryan has been the President of Bryan Webber Farms, Inc. for the past 35 years in Albany, Oregon where he specializes in the production of grass, specialty, flower, and native seed, along with green bean and hazelnut production. Bryan Webber Farms, Inc. also operates a processing facility for custom seed cleaning where they clean, store, and ship several types of seed products worldwide. Mr. Webber is the President of RB Webber Development, LLC, Webber Rentals, LLC and Bryan Webber Exporting, Inc. which ships agriculture products from Oregon, around the world.

Benjamin Mackovak, Mr. Mackovak, age 43, is the Co-Founder and Managing Partner of Strategic Value Bank Partners, an investment partnership specializing in community banks. Mr. Mackovak serves on the company's Asset/Liability Committee. Prior to Strategic Value Bank Partners, Ben was the Founder of Cavalier Capital, an investment firm based in Cleveland, Ohio. Mr. Mackovak has served on the board of directors for ten community banks during his career. In his experience as a bank director, Mr. Mackovak has served on Loan Committee, ALCO Committee, Corporate Governance Committee, Compensation Committee, Audit Committee, and as a Lead Director. In addition to serving on bank boards, Ben also serves on the Board of Directors for the Great Lakes Science Center and as a Trustee for the Shaker Lakes Nature Center Foundation. Mr. Mackovak holds an MBA from the University of Virginia's Darden Graduate School of Business and a Bachelor of Arts from Kent State University, where he graduated magna cum laude.

Julia B. Beattie, Ms. Beattie, age 61, has served as President & CEO of PBCO since July 2023. Ms. Beattie was previously appointed as President of People's Bank of Commerce in 2020. Ms. Beattie serves on the Loan and Asset/Liability Committees. She currently serves on the board of directors for the Rogue Valley Manor, Gordon Elwood Foundation, Community Banks of Oregon, and is Chair of the PBCO Foundation and a member of its Grant Committee. Ms. Beattie is also a member of the Central Point Rotary Club and previously served as club president.

Compensation of Directors

During 2023, the chairman of the Board of Directors received a retainer of $1,780 per month. The chairs of the governance committee and the audit committee received a retainer of $1,190 per month. All other non-employee directors received a retainer of $920 per month. Additionally, all non-employee directors received $590 for each board meeting and $180 for each committee meeting attended.

Non-employee directors were eligible for grants of stock options or restricted stock under the 2017 Stock Incentive Plan. Option grants generally vest in installments, have a ten-year term and permit the holder to purchase shares at their fair market value established on the date of the grant. Restricted stock grants vest over 5 years. Directors are entitled to vote restricted shares that have not vested. In 2015 the Bank adopted a phantom stock plan that acts similarly to the restricted stock plan, but with no shareholder dilution. There were no grants of Phantom Stock to directors in 2023.

Board Committees and Meetings

The Board of Directors held six (6) regular meetings in 2023.

The Board of Directors has established the following committees:

Audit Committee:

Chair - Will St. Laurent, Roy Vinyard, Kurt Kaufman, and Kerry Johnson.

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