Tri City Bankshares : 2022 Proxy Statement

TRI CITY BANKSHARES CORPORATION 6400 South 27th Street, Oak Creek, Wisconsin 53154

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on July 20, 2022

TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION (CUSIP No. 895364107):

The Annual Meeting of Shareholders of Tri City Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154 on Wednesday, July 20, 2022 at 9:30 a.m., for the following purposes:

1. To elect twenty members of the Board of Directors to serve until the 2023 Annual Meeting of Shareholders and until their successors are elected and qualified; and
2. To transact such other business as may properly come before the annual meeting or any adjournment thereof.

Holders of record of common stock at the close of business on June 3, 2022 will be entitled to notice of, and to vote at, the annual meeting or at any adjournment thereof.

All shareholders of record as of June 3, 2022 are invited to attend and participate in the annual meeting in person. In order to provide the maximum possible social distancing, we will limit attendance to shareholders as of the record date or their proxies. We urge you to sign, date and return the enclosed proxy whether or not you expect to attend the annual meeting. If your shares are held in "street name" by a broker or other nominee, only the record holder of your shares may vote them for you, so you should follow your broker's or nominee's directions for providing instructions as to how your broker or nominee should vote your shares. Your proxy will not be used if you subsequently decide to attend the annual meeting and vote your shares in person, or if you revoke your proxy by any other lawful means as described on the first page of the enclosed proxy statement.

By Order of the Board of Directors,

William N. Beres, Secretary

Oak Creek, Wisconsin

June 3, 2022

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TRI CITY BANKSHARES CORPORATION 6400 South 27th Street, Oak Creek, Wisconsin 53154

PROXY STATEMENT

This proxy statement is dated June 3, 2022 and is being furnished in connection with the solicitation of proxies by the Board of Directors of Tri City Bankshares Corporation (the "Corporation") to be voted at the Annual Meeting of Shareholders to be held at Tri City National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on July 20, 2022 at 9:30 a.m., for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. The solicitation is made by the mailing of this proxy statement with its enclosures. No other solicitation is contemplated, however, if it is necessary to assure adequate attendance at the annual meeting, the Corporation's Board of Directors may further solicit proxies by mail, telephone, email, facsimile, or personal contact. Such solicitation will be made by the officers of the Corporation and will be limited in extent. The total cost of the solicitation, including reimbursement of banks, brokerage firms, custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Corporation's common stock, $1.00 par value (the "Common Stock"), will be borne by the Corporation.

This proxy statement is first being mailed to shareholders on or about June 16, 2022.

Shareholders are asked to complete, sign and return the enclosed proxy. The proxy may be revoked at any time before it is voted at the annual meeting. Prior to the annual meeting, this may be done by execution of a later-dated proxy or by written revocation sent to the Secretary of the Corporation, Mr. William N. Beres, at the office of the Corporation, 6400 South 27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may be revoked at the annual meeting by oral or written notice to the Secretary of the Corporation (or the presiding officer of the annual meeting) or by attending the annual meeting and voting in person.

Only shareholders of record at the close of business on June 3, 2022 (the "Record Date") will be entitled to vote at the meeting. There were 8,904,915 shares of the Common Stock of the Corporation outstanding on the Record Date, with each share being entitled to one vote.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors proposes that the twenty (20) nominees named below be elected to serve as directors for the ensuing year and until their successors are elected and qualified. All twenty (20) directors will serve one-year terms. Proxies received by the Board of Directors will be voted FOR the election of the following twenty (20) persons, unless otherwise indicated, but, if any such nominee is unable to serve due to presently unforeseen circumstances, proxies may be voted for another person nominated by the Board of Directors.

Twelve (12) of the persons nominated as directors are currently directors of the Corporation. The additional persons nominated provide leadership, knowledge, and expertise in a broad range of functions that are key to performance and growth of the Corporation. Their addition to the Board provides added stability, and a means of supporting succession planning and key employee retention. All of the nominees have consented to serve if elected and the Board of Directors is not aware of any nominee who may be unable to serve as a director.

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All the individuals named in the table below will also be directors of the Corporation's subsidiary, Tri City National Bank (the "Bank").

	Director		Principal Occupation During the
Name	Since	Age	Past 5 Years and Other Directorships
Frank J. Bauer	1990	95	President of Frank Bauer Construction Company, Inc. since 1986.
			In addition to his long tenure on the Board that provides him with
			a familiarity with the Corporation's history, Mr. Bauer's
			qualifications for serving on the Board include his business and
			management experience and his substantial knowledge of the
			construction industry.
William N. Beres	2002	64	Senior Vice President and Chief Financial Officer of the
			Corporation and the Bank since November 2019. Director of
			Special Projects for WEC Energy Group from June 2017 through
			October 2019. Vice President Finance of Johnson Controls
			Federal Systems from October 2016 through April 2017, and
			previously Vice President and General Manager of the Federal
			Solutions division of Johnson Controls from April 2016 through
			September 2016 and Vice President of Structured Finance of the
			Building Efficiency division of Johnson Controls from March
			2010 through March 2016. Mr. Beres brings to the Board
			substantial business and management experience, as well as a
			strong background in finance and investment matters, which make
			him a valuable resource to the Board.
Ronald G. Braier	2021	67	Mr. Braier is a retired finance professional, with over thirty years
			of experience in municipal finance as the Director of Finance for
			the City of Wauwatosa and the Village of Brown Deer. In
			addition, he previously served as a board director and member of
			the investment committee for nine years at Mitchell Bank. Both
			the municipalities and Mitchell Bank are located in the Bank's
			market area. Due to his extensive financial and bank director
			experience, market knowledge, and education he is uniquely
			qualified to serve on the Board.
Kevin Burns	2022	59	Senior Vice President of the Bank since 2013. Originally hired in
			1986, Mr. Burns has served in a variety of capacities in his tenures

at the Bank. His long service has included oversight of various aspects of commercial lending, including credit administration, special assets, and most recently, aspects of the Paycheck Protection Program. Mr. Burns is a long-standing member of the Bank's Senior Loan Committee, and holds a Bachelor of Business Administration degree, is an alumnus of the Graduate School of Banking, and a graduate of both the National Commercial Lending School and National Commercial Lending Graduate School, all of which make him qualified to serve on the Board.

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Craig C. Dedrick	2012	59	Executive Vice President of the Corporation and President of the
			Bank since 2014. Executive Vice President of the Bank in 2012
			and 2013, and Senior Vice President of the Bank from 1996 to
			2012. Mr. Dedrick is qualified to serve on the board due to his
			knowledge of the Corporation and the leadership he has
			demonstrated during his 40 years of service at the Bank. Mr.
			Dedrick has held executive roles in both commercial and retail
			lending and has been a long-time member of the Senior Loan
			Committee.
Bruce C. Elliott	2022	58	Executive Vice President of the Bank since 2016. Senior Vice
			President of the Bank from 2006 to 2015. Vice President of the
			Bank from 1998 to 2005. Mr. Elliott has been a Bank employee
			since 1986, which allows him to provide a unique perspective on
			all aspects of the Bank's operations. He is qualified to serve on
			the board due to his extensive leadership experience, including
			commercial lending, retail lending, mortgage lending, branch
			management, merchant services, and bank security, among other
			departments, and he currently directs all commercial marketing
			activities, oversees the Bank's construction department
			administration, and serves on the Senior Loan Committee. He
			holds a Bachelor of Business Finance degree and is also a
			licensed insurance agent.
Sanford Fedderly	1980	87	Retired President of Tri City Pharmacy, Inc., Oak Creek,
			Wisconsin.	Mr. Fedderly has business and management
			experience and, as a local businessman for many years, has a
			strong familiarity with the Bank's local market area. These
			attributes, as well as his 40 years of experience as a director of the
			Corporation and the Bank, make him qualified to serve on the
			Board.
Rebecca L. Ferguson	2012	48	Ms. Ferguson has held various professional positions including
			former employment as an officer of Tri City National Bank and
			private practice as an attorney. Ms. Ferguson's experience as an
			employee of the Bank, as well as her business and legal acumen,
			qualify her to serve on the Board.
Ivan Gamboa	2022	43	Senior Vice President and Chief Commercial Lending Officer of
			the Bank since January 2022. Senior Vice President from 2014 to

2021. Mr. Gamboa's tenure with the Bank began in 2006 and includes leadership roles in branch management, retail lending, and commercial lending, including serving on the Bank's Senior Loan Committee. He is a well-respected community banker, having been appointed by governors from both parties to serve as Chairman of the Wisconsin Housing and Economic Development Authority (WHEDA.) His banking acumen and knowledge of the Southeastern Wisconsin commercial real estate market make him qualified to serve on the Board.

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Scott D. Gerardin	2002	63	Retired Senior Vice President and General Counsel of the
			Corporation and the Bank. Served as Senior Vice President and
			General Counsel of the Corporation from 2005 through 2021.
			Secretary of the Corporation from 2013 through 2021. Senior
			Vice President of the Bank from 2002 through 2021, and General
			Counsel to the Bank from 1992 through 2021. Mr. Gerardin's
			legal training, background and experience, both before and while
			employed by the Bank, as well as his familiarity with all aspects
			of the Corporation's and the Bank's operations in his role as
			general counsel, enables him to provide a unique and important
			perspective on the Board's decisions and decision-making
			processes and therefore qualifies him to serve on the Board.
William Gravitter	1980	93	Retired President of Hy-View Mobile Home Park. Mr.
			Gravitter's qualifications to serve on the Board include his long
			tenure on the Board as well as his familiarity with the local
			markets served by the Bank.
Bryan J. Johnsen	2022	34	Vice President of the Bank since 2017. Vice President of Finance
			at the Bank since 2018, Mr. Johnsen leads asset liability
			management activity among other financial leadership
			responsibilities. He has a strong background in finance, has
			completed the Graduate School of Banking, and holds a Master
			of Science in Accounting, a Master of Science in Finance
			Analysis along with being a Certified Public Accountant (CPA)
			in the state of Wisconsin and is a Level III Chartered Financial
			Analyst (CFA) Candidate. A Bank employee since 2013, his
			strong business and investment expertise make Mr. Johnsen a
			valuable resource to the Board.
John W. Kis	2022	71	Senior Vice President of the Bank since 1999. Vice President of
			the Bank from 1995 to 1998. Mr. Kis is qualified to serve on the
			board due to his demonstrated commercial lending leadership
			during his 25 years of service at the Bank and more than four
			decades in the industry. During his career, Mr. Kis has lent
			approximately $1.5 billion locally. He is a long-time member of
			numerous boards and has extensive knowledge of the
			Racine/Kenosha sub-market of Southeastern Wisconsin.
Brian T. McGarry	2005	71	Chairman of the Board, President and Chief Executive Officer of
			the Corporation and Chairman and Chief Executive Officer of the
			Bank since 2016. President and Director of NDC LLC. Mr.
			McGarry's more than 40 years of experience as an employee,
			officer and Director of the Bank, as well as his business and
			leadership experience and financial literacy, qualify him to serve
			on the Board.
Colleen McGarry	2022	40	Senior Vice President of the Bank since January 2020. Vice
			President of the Bank from April 2016 to December 2019.
			Member of the Bank's Executive Team since April 2016. Ms.

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