Voting by Mail.  You will receive a proxy card for each of your accounts in the mail on or about May 27, 2017.April 30, 2018.  Complete, sign and date each proxy card and mail it to TrinityContinental in the accompanying pre-addressed envelope.  No postage is required if mailed in the United States.

Voting in Person.  If you wantwish to vote in person, please come to the Annual Meeting.  We will distribute written ballots to anyone who wants to vote at the Annual Meeting.  Please note, however, that if your shares are held in the name of your bank, broker or fiduciary,other nominee, you will need to arrange to obtain a legal proxy from your bank, broker or fiduciary,other nominee, as described above, in order to vote in person at the meeting.  Even if you plan to attend the Annual Meeting, we encourage you to vote onlineover the Internet or complete, sign, date and return your proxy card in advance of the Annual Meeting in case your plans change.

If you own your shares as a registered holder, which means that your shares of our common stock are registered in your name with Continental, Stock & Transfer Company, our transfer agent, your shares will be voted only if you submit your vote over the Internet or if you return a signed proxy card.  Otherwise, your shares will not be represented at the Annual Meeting and will not count toward the quorum requirement, which is explained under "Shares Required to Hold the Annual Meeting" above, unless you attend the Annual Meeting to vote them in person.

Stockholders should specify their choice for each proposal as provided on the Internet or on a proxy card.  If you are a stockholder of record and indicate when voting over the Internet that you wish to vote as recommended by the Board, or if you return a signed proxy card without giving specific voting instructions, then the proxy holders will vote your shares:

As to any other business that may properly come before the Annual Meeting, the proxy holders will vote the shares of our common stock represented by the proxy in the manner as the Board may recommend, or otherwise in the proxy holders' discretion.  The Board does not presently know of any other such business.

Stockholders who hold shares of our common stock through a bank, broker or other nominee ("street name stockholders") should be provided with the Proxy Materials, including voting instruction cards, by the institution that holds their shares.  If you are a street name stockholder and have not received the Proxy Materials, including a voting instruction card, from your bank, broker or other nominee, please contact the institution that holds your shares.

Street name stockholders may also be eligible to vote their shares over the Internet or by telephone by following the voting instructions provided by the bank, broker or other nominee that holds the shares, using either the Internet address or the toll-free telephone number provided on the voting instruction card (if the bank, broker or other nominee provides these voting methods).  Otherwise, please complete, sign and date the voting instruction card and return it promptly.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls are closed for voting at the Annual Meeting by:

If you are a street name stockholder, you must follow the instructions found on the voting instruction card provided by your bank, broker or other nominee to change your vote or revoke your previously given voting instructions.

Proxies may be solicited by the directors, officers and other employees of Trinity in person or by telephone, facsimile, electronic mail or U.S. mail without additional compensation.  The cost of soliciting proxies will be borne by Trinity.

Pursuant to state law and our Bylaws, the names of the stockholders of record entitled to vote at the Annual Meeting will be available at the Annual Meeting and the ten (10) days prior to the Annual Meeting, during regular business hours, at our corporate offices located at 1200 Trinity Drive, Third Floor, Los Alamos, New Mexico 87544.

You may find copies of Trinity's Proxy Materials at www.lanb.com under the "TCC Annual Report" link.  You may find copies of all of Trinity's filings on the SEC's website at http://www.sec.gov or through Trinity's website at http://www.snl.com/IRW/Docs/1017156.  www.lanb.com/home/tcc-investor-relations/SEC-Filings.  Please contact our transfer agent, Continental Stock & Transfer Company, to make any of the following requests:

You may contact Continental at:

Management knows of no other business that may be brought before the Annual Meeting, including matters incident to the conduct of the Annual Meeting.  It is the intention of the persons named as proxies on the proxy card to vote such proxies in accordance with their best judgment on any other matters that may be brought before the Annual Meeting.

Trinity periodically reviews its corporate governance policies and procedures to provide for accurate and transparent reporting and to maintain compliance with the laws, rules and regulations that govern the operations of Trinity and its wholly-owned subsidiaries.  As part of this periodic corporate governance review, the Board may amend, modify or adopt corporate governance policies and practices for Trinity, as appropriate.

It is Trinity's policy that the Board consists of a majority of independent directors.  The Board has determined that each of Messrs. Antonsen, Deutsch, Goodwin, Kindsfather,Hubbard, Montoya, Jr., Scavuzzo, Slocomb, and Worcester and Mmes. Howell and Nathanson Juris is "independent," as defined by NASDAQ.  In making these determinations, the Board was aware of and considered the loan and deposit relationships with directors and their related interests with which the Bank enters into in the ordinary course of business, and any other arrangements which would fall within the provisions described under "Certain Relationships and Related Transactions."

Trinity's leadership structure since inception has been organized such that the positions of Chairman of the Board and the Chief Executive Officer are filled by two different persons.  Currently, Mr. KindsfatherGoodwin serves as Chairman and Mr. Gulas serves as Chief Executive Officer.  In today's challenging economic and regulatory environment, the Chief Executive Officer is required to devote substantial time, effort and energy to his position and directors are required to devote substantial time, effort and energy to successfully navigate a variety of issues and guide the policies and practices of the companies they oversee.

Trinity believes that its current governance structure allows its Chief Executive Officer, Mr. Gulas, to focus his time and energy running the day-to-day operations of the Company and allows our Chairman, Mr. Kindsfather,Goodwin, who is an independent director, to lead the Board in its fundamental role of providing independent oversight of and advice to management.  The Board believes its administration of its risk oversight function is enhanced by this leadership structure.

All directors and employees of Trinity and all of its subsidiaries, including Trinity's principal executive officer, principal financial officer and principal accounting officer or persons performing similar functions, are required to abide by Trinity's Code of Business Conduct (the "Code of Conduct").  Trinity does not maintain a separate code of ethics applicable solely to its directors, principal executive officer, principal financial officer and/or its principal accounting officer or the persons performing similar functions.  The Code of Conduct requires that the directors, executive officers, and employees of Trinity and its subsidiaries, avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner, and otherwise act with integrity and in Trinity's best interests.  Under the terms of the Code of Conduct, directors, executive officers and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Conduct.

Trinity's Code of Conduct is available on its website at:

Oversight of risk management is central to the role of the Board.  While the full Board is charged with ultimate oversight responsibility for risk management, various committees of the Board and members of management also have specific responsibilities with respect to our risk oversight.  Each Board committee has been assigned oversight responsibility for specific areas of risk and risk management, and each committee considers risks within its areas of responsibility.  For example, the Audit Committee is responsible for implementing internal audit controls and maintaining the safety, soundness and integrity of the institution by properly identifying, prioritizing, mitigating and managing risk and the steps taken to monitor and minimize such risks.  As a result of determining that Trinity would restate certain of its financial statements, since 2012, the Company has been making many changes within the organization to strengthen the Company's controls, procedures and systems, specifically related to its financial controls and reporting.  The Audit Committee has a prominent role in our credit risk management as well as our operational risk, the integrity of our financial statements, compliance, legal risk and overall policies and practices related to risk management.  The day-to-day implementation is the responsibility of the Company's Internal Auditor.  This individual is independent from management and reports directly to the Audit Committee, which provides regular updates to the full Board.  Trinity's Audit Committee meets without management at least once annually with our external auditing firm, and individually with the Internal Auditor and Chief Financial Officer on a routine basis.  The report of the Audit Committee is set forth in this Proxy Statement under the heading "Audit Committee Report" below.

The Compensation Committee is chiefly responsible for compensation-related risks.  The report of the Compensation Committee is set forth in this Proxy Statement under the heading "Compensation Committee Report on Executive and Employee Compensation" below.  In accordance with applicable requirements, the Compensation Committee conducts a risk based assessment of Trinity's compensation plans, policies and practices to determine whether such plans, policies and practices create risks that are reasonably likely to have a material adverse effect on Trinity.  As part of its assessment, the Compensation Committee evaluated Trinity's compensation plans and programs to determine their propensity to cause undue risk relative to the level of risk associated with Trinity's business model and operations.

The Enterprise Risk Management Committee is tasked with providing a review of the risk management and practices of LANB, particularly with respect to the areas of credit risk, liquidity risk, interest rate risk, price risk, operational risk, compliance risk, strategic risk and reputational risk. It is also tasked with achieving and maintaining compliance with the Written Agreement with the Board of Governors of the Federal Reserve System (the "Federal Reserve").

The Board of LANB also has a standing LANB Board Loan Committee which is responsible for implementing policies and procedures to provide business is conducted within defined risk tolerances for our lending function, including lending policies, credit trends, and concentrations.  The LANB Board Loan Committee, along with the Audit Committee, reviews our risks related to credit exposure and the adequacy of our allowance for loan and lease losses and provides that the appropriate risk and compliance cultures exist at the organization.

The membership of these committees overlaps with each of our directors serving on several of the committees and all directors are invited to and often attend all committee meetings.  Each committee reports to and makes recommendations to the full Board on significant or risk-related matters within its responsibilities.  Such interlocking memberships and sharing of information allows the Board insight into the management of strategic, credit, market, liquidity, compliance, operational and reputational risks facing Trinity.  Management provides reports and data to the Board committees as well as participating in discussions.  The Board interacts with key members of management within the organization on a regular basis through both Board and committee meetings and has access to these individuals outside of formal meetings.  Additionally, the Board conducts succession planning during which the chief executive officer discusses the development of talent throughout the organization.

The Board met 1215 times during the fiscal year ended December 31, 2016.2017.  Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total meetings of the committees on which he or she then served.

Attendance by our directors at the annual meetings of stockholders gives directors an opportunity to meet, talk with and hear the concerns of stockholders who attend those meetings.  It is Trinity's policy that all directors shall attend the annual meetings of stockholders, except in the event of illness or other unanticipated conflicts.  All of the directors then serving attended Trinity's 20162017 Annual Meeting of Stockholders held on January 25,June 27, 2017.

Messrs. WorcesterMmes. Nathanson Juris (Chair), Mr. Antonsen, Deutsch, Goodwin,Dr. Montoya, Jr., and Mr. Scavuzzo andserved on the Compensation Committee for the year ended December 31, 2017.  The Board appointed Ms. Nathanson Juris (Chair), Mr. Antonsen, Mr. Goodwin, Dr. Montoya, Jr., and Mr. Scavuzzo to serve on the Compensation Committee.Committee for 2018.  The Compensation Committee met four times during 2016.2017.  The Board has determined that each member of the Compensation Committee is "independent" as that term is defined by the SEC and NASDAQ.  These committee members are "outside" directors under Section 162(m) of the Internal Revenue Code of 1986 and all are non-employee directors pursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").  The Compensation Committee of the Company also serves as the Compensation Committee of the Bank.  The Compensation Committee has a written charter which may be found on the Bank'sCompany's website at: http://www.snl.com/Cache/1500095745.PDF?O=PDF&T=&Y=&D=&FID=1500095745&iid=1017156.

The Compensation Committee is responsible for making recommendations to the Board regarding (and, in some cases, setting) compensation and incentive compensation awards and plans, and other forms of compensation for senior management, as well as the contributions toward short- and long-term incentive compensation for all employees.  The Compensation Committee is also responsible for reviewing and making recommendations to the full Board for all matters pertaining to compensation paid to directors for Board, committee and committee Chair services.  The Compensation Committee, in accordance with its obligations under applicable rules and regulations of the federal banking regulators, periodically reviews and assesses the Company's compensation plans to provide that the risk-taking behavior incentivized by such plans is kept to an appropriate level.  The Compensation Committee will, as necessary, amend or discontinue any plan or revise any company policy or procedure to meet its obligations under applicable rules and regulations of the federal banking regulators. The Compensation Committee also approves the Compensation Committee Report.

Mr. Slocomb (Chair), Mr. Deutsch, Mr. Goodwin, (Chair), Dr. Montoya, Messrs. Slocomb andMr. Worcester and Ms. Howell currentlyserved on the Audit Committee for the year ended December 31, 2017.  The Board appointed Mr. Hubbard (Chair), Mr. Deutsch, Mr. Slocomb, Mr. Goodwin, Mr. Worcester and Ms. Howell to serve on the Audit Committee.Committee for 2018.  The Board has determined that Mr. Goodwin is an "audit committee financial expert" as defined under the SEC rules and regulations.  Each member of the Audit Committee is "independent" as that term is defined in the rules of NASDAQ and met the criteria for independence set forth in Rule 10A-3 of the Exchange Act.  The Board has determined that each Audit Committee member is financially literate.  The Audit Committee of the Company also serves as the Audit Committee for the Bank.  In 2017, the Audit Committee met four times.

The responsibilities of the Audit Committee include the following:

The Audit Committee will also carry out any other responsibilities delegated to the Audit Committee by the full Board.  The report of the Audit Committee as required by the rules of the SEC is included in this Proxy Statement under the heading "Audit Committee Report."  The Committee has adopted a written charter which can be found at LANB'son the Company's website at http://www.snl.com/Cache/1500095744.PDF?O=PDF&T=&Y=&D=&FID=1500095744&iid=1017156 setting forth the Audit Committee's duties and functions.  In 2016, the Audit Committee met four times.1017156.

The members of the Nominating and Corporate Governance Committee consist offor the year ended December 31, 2017 were Dr. Montoya (Chair), Mr. Deutsch, Ms. Nathanson Juris, and Mmes. HowellMr. Worcester.  The Board appointed these members to continue serving on the Nominating and Nathanson Juris.Corporate Governance Committee for 2018. The Board has determined that each member of the Nominating and Corporate Governance Committee is "independent," as defined by NASDAQ.  In 2017, the Nominating and Corporate Governance Committee met four times.

The purpose of the Nominating and Corporate Governance Committee is to evaluate and recommend to the Board nominees for consideration by Trinity's stockholders to serve as directors and to review and analyze the corporate governance policies and practices of Trinity.  The Nominating and Corporate Governance Committee has adopted a written charter, which can be found on the Bank's website at http://www.snl.com/Cache/1500095746.PDF?1500107035.PDF?O=PDF&T=&Y=&D=&FID=15000957461500107035&iid=1017156  setting forth the Committee's duties and functions. In 2016, the Nominating and Corporate Governance Committee met four times.

Nominating Process.  The Nominating and Corporate Governance Committee follows the nominating procedures contained in the Committee'sits charter located on LANB'sthe Company's website (see below) to identify, evaluate and select nominees for the Board.  The Nominating and Corporate Governance Committee considers candidates suggested by the Board, management and stockholders.  Existing directors whose terms will expire at the next annual meeting will automatically be evaluated as a director nominee unless that director expresses his or her intent not to stand for re-election.

TheWhile Trinity does not have a separate diversity policy, the Committee considers diversity in reviewing its current directors and any potential nominees.  The Committee places value in a Board composed of characteristics reflective of the Company's communities in terms of gender and race, as well as differing perspectives in terms of professional fields, education, skills and community service.  In considering potential nominees to the Board, and when evaluating incumbent directors, the Nominating and Corporate Governance Committee shall seek to, among other factors, promote collegiality among members of the Board, encourage directors to be active participants in the communities served by Trinity and contribute to organizations located in such communities.  The Committee has broad discretion to consider any additional factors it deems relevant to an assessment of a proposed nominee's suitability for the Board.

If a candidate satisfies the initial review, the Committee will conduct an interview of the candidate.  The Committee conducts interviews withevaluates all incumbent directors standing for re-election and reviews their independence, qualifications, conduct, background and areas of expertise.  After conducting all interviews and evaluations, theThe Committee meets in closed-sessions to discuss each nominee and makes its recommendations to the Board.  The Board will review the recommendations of the Committee and make the final determination of which nominees will be presented for election.

Other Relationships.  There are no arrangements or understandings between any of the directors or executive officers and any other person pursuant to which any of Trinity's directors or executive officers have been selected for their respective positions.  No director or executive officer is related to any other director or executive officer.

Trinity's written Related Party Transaction Policy provides that all relationships between Trinity and any director, executive officer or an entity related to a director or executive officer, will be reviewed, approved or ratified by the Audit Committee, excluding loan transactions falling within the ordinary course of business with the Bank.  All transactions will be reviewed, regardless of type, when the transaction is anticipated to or actually meets or exceeds $120,000 in compensation to the director, executive officer or an entity related to a director or executive officer.  The review will include the details of the relationship, including the nature of the relationship, the anticipated amount of compensation to be paid under the transaction, and, if possible, a comparison of market rates for similar products or services.  The Audit Committee will consider the proposed relationship and either approve or deny the engagement.  Additionally, the relationships with directors and their related entities will be reviewed each year as part of the determination of independence of each director and nominee.  In the event that a relationship is entered into without prior approval of the Audit Committee, it will be provided with detailed information regarding the relationship for ratification.  If the Audit Committee does not ratify the relationship, Trinity will terminate the relationship.  Once a relationship has been created, Trinity will cause a request for proposals to be issued to the director, executive officer or entity related to a director or executive officer not less than every five years.  This request will serve to ensure that Trinity is obtaining products and services on terms at least as favorable as if they were from an unrelated third party.

The types of transactions, relationships and arrangements that are considered in determining independence but are not disclosed as a related party transaction include, but are not limited to, borrowing relationships and business relationships.  Trinity is a bank holding company that controls the Bank, a national bank.  The Bank commonly enters into customary loan, deposit and associated relationships with its directors and executive officers, all of which are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectability or present other unfavorable features.  All loans by the Bank to Trinity's directors and executive officers are subject to the regulations of the Office of the Comptroller of the Currency.  National banks are generally prohibited from making loans to their directors and executive officers at favorable rates or on terms not comparable to those available to the general public or other employees.  The Bank does not offer any preferential loans to Trinity's directors or executive officers.

Section 16(a) of the Exchange Act requires that the directors, executive officers and persons who beneficially own more than 10% of Trinity's common stock file reports of beneficial ownership and changes in beneficial ownership with the SEC. These persons are also required to furnish the Company with copies of all Section 16(a) forms they file.  Based on our review of the forms filed during 2016,2017, we believe that all directors and executive officers complied with Section 16(a) reporting requirements.

The Company provides compensation to non-employee directors based on the service they provide to the Company.  The Company's employee director, John S. Gulas, was not provided compensation for his service as a director of the Company or the Bank during 2016.2017.  The Company's employee director was compensated for his positions within the Company during 20162017 as described below under "Executive Compensation."

The following table sets forth compensation provided to each of the non-employee directors of the Company and includes compensation for their services as directors of the Bank in 2016.2017.

The Board modified the fees paidmade no changes to its non-employee members, effective January 1, 2016,director compensation from 2017 to 2018, as presented in the table below. Each non-employee member of the Board receives the compensation as presented in the following table.

Under the Trinity Capital Corporation Directors Deferred Compensation Plan, approved effective March 24, 2015, directors may choose to defer some or all of their annual cash retainers.  Deferred compensation iswill be invested in an interest-bearing account.  In 2016, one2017, no board membermembers elected to defer a portion of board fees earned. In January 2017, the board authorized its non-employee directors to elect to receive their compensation in the form of cash, shares of common stock, or a combination thereof.

The following table sets forth certain information regarding beneficial ownership of Trinity's shares of common stock by:

All shares of common stock are owned with sole voting and investment power by each person listed, unless otherwise indicated by footnote.  Beneficial ownership as of the dates noted has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if he or she has or shares voting power or investment power with respect to such securities or has the right to acquire beneficial ownership of securities within 60 days of March 31, 2017.2018. The shares of common stock subject to options currently exercisable or exercisable within 60 days of March 31, 2018, are deemed outstanding for calculating the percentage of outstanding shares of the person holding those options, but are not deemed outstanding for calculating the percentage of any other person.  The address of each beneficial owner is c/o Trinity, 1200 Trinity Drive, Los Alamos, New Mexico 87544, unless otherwise indicated by footnote.  As of March 31, 2017,2018, there were 17,513,79419,675,356 shares of common stock outstanding.outstanding of which 9,249,20511,631,064 were shares of voting common stock.  As of March 31, 2017,2018 none of the beneficial ownersdirectors or executive officers listed below own shares of the Company's non-voting common stock.

 

Stock Ownership Requirements.  In 2016, the Company had not adopted stock ownership requirements for the NEOs or directors apart from the requirements of the bank regulators underUnder 12 U.S.C. Section 72, which requireour directors are required to own a minimum of $1,000 in the Company's stock. Each of the Company's directors satisfies this requirement as set forth in the table below.above.  In January 2017, the Board approved the Trinity Capital Corporation Non-Employee Director Stock Ownership Guidelines which sets the minimum amount of stock certain directors (excluding any directors that serve as a representative of 5% or more owners of the Company's common stock) must own equal to two times the director's base retainer and provides a period of time to obtain such ownership.

Set forth below is certain information regarding the executive officers of the Company (including the Bank), other than those executive officers who are also Directors of the Company and for whom such information is provided elsewhere in this Proxy Statement.

John S. Gulas.  See "Board of Directors" above.

Michael ShulerThomas G. Dolan.  Mr. Shuler,Dolan, age 49,58, also known as Tom, has served as interimbeen Chief Financial Officer of Trinity since June 29, 2017. Mr. Dolan has been Chief Financial Officer of the Company andBank since June 19, 2017, after joining the Bank since March 27,in April 2017 following the departure of Mr. Thompson.  Mr. Shuleras its Senior Financial Officer. He served as the Bank's ControllerExecutive Vice President and Chief Operating Officer of Anchor BanCorp Wisconsin Inc. and AnchorBank, Fsb from August 2015September 3, 2014 until September 30, 2016, after it was acquired by Old National Bank. He served as the Chief Financial Officer and Treasurer of AnchorBank, Fsb until September 3, 2014 and October 2013, respectively. He served as the Executive Vice President, Chief Financial Officer and Treasurer of Anchor Bancorp Wisconsin Inc. and AnchorBank, Fsb from March 1, 2011 to May 2017.September 2014.  Mr. Dolan has more than 25 years of experience with LaSalle Bank and Bank of America and was the sole owner and Managing Director of Northern Pointe Consulting ("NPC"), a financial institution consulting firm since 2008. Prior to that,his work with NPC, Mr. ShulerDolan served as the Group Senior Vice President, and Controller at United Central Bank until it was purchased by Hanmi Bank, where Mr. Shuler served as Senior Vice President and Regional Controller.  Prior to his service at United Central Bank, Mr. Shuler served in various capacities at BealChief Operating Officer of Specialty Banking for LaSalle Bank from 19962000 to 2011.2008, when he left LaSalle to start NPC. Mr. Dolan holds an M.B.A. from the University of Chicago with a concentration in Finance and a B.S. degree in Finance from Loyola University of Chicago.

Thomas M. Lilly.Mr. Lilly, age 58, has served as Chief Credit Officer of the Bank since July 2013.  Mr. Lilly was previously employed as Chief Credit Officer at The National Bank in Bettendorf, Iowa from August 2009 to July 2013.�� Mr. Lilly as served as the Chief Credit Officer of West Valley National Bank in Goodyear, Arizona from January 2008 to January 2009.  Mr. Lilly has over 30 years' experience as a commercial lender and Chief Credit Officer.

Yin YY. ("Eddie") Ho.  Mr. Ho, age 65, has served as Chief Information Officer since September 29, 2014.  Mr. Ho was previously employed as Executive Vice President and Chief Information Officer at OmniAmerican Bank in Fort Worth, Texas sincefrom October 2008 until the bank was acquired by Southside Bank of Tyler, Texas.  Mr. Ho has performed key leadership roles as Chief Information Officer, Chief Information Security Officer, Technology Risk Management, and Enterprise Architect for IBM, Dell, Grant Thornton, Blockbuster, and Financial Institutions.  He is a frequent speaker for Banking and Finance Industry group in governance, risk, and cybersecurity areas, and was an adjunct professor at University of Texas in Arlington and University of North Texas.  Mr. Ho is the author of a network technology book and has served as publisher/editor-in-chief of information technology magazines.  Mr. Ho holds a BSB.S. from University of Wisconsin, an MSM.S. in Computer Science from North Dakota State University, and holds CIPP, CISA, CISM, CGEIT, and CISSP certification.

Stan Sluder.  Mr. Sluder, age 50, has served as Chief Lending Officer for the Bank since May 2015.  Mr. Sluder was most recently employed as Market President and Chief Lending Officer for Peoples Bank in New Mexico. Peoples Bank is a family-owned state-chartered member bank headquartered in Lawrence, Kansas.  Mr. Sluder was responsible for growth and profitability of the bank in New Mexico since 1998.  Mr. Sluder is a graduate of New Mexico State University with a Bachelor of ScienceB.S. in Communication Studies.

Joe Martony.  Joe Martony, age 53, has served as Chief Risk Officer for the Bank since January 2016.  Mr. Martony was most recently employed as Executive Vice President and Chief Risk Officer for SKBHC Holdings LLC ("SKBHC"), Starbuck Bancshares, Inc. and AmericanWest Bank from 2010 to 2015.  During that five-year time period, SKBHC, based in Seattle, Washington, grew to a $4 billion financial institution through a series of community bank acquisitions.  Prior to SKBHC, Mr. Martony held senior risk management positions at Mutual of Omaha Bank and First National Bank, both located in Scottsdale, Arizona.  From 1987 to 2006, Mr. Martony was a National Bank Examiner for the Office of the Comptroller of the Currency.  He is a graduate of Indiana University, with a Bachelor of ScienceB.S. degree in Business Finance.

General.  The Company's compensation programs are designed with the intention of aligning the Company's culture, philosophy and strategy with the goal of providing long-term, sustainable growth for its investors.  In an effort to foster this alignment, the Compensation Committee bases the Company's compensation programs on four objectives.  First, compensation awarded should reflect the qualifications, skills, experience and responsibilities of each named executive officer ("NEO") on an individual basis.  Second, the Compensation Committee should structure the compensation programs in a manner that the Committee believes will enable the Company to attract and retain the most qualified and highly skilled employees available by providing competitive compensation and benefits.  Third, the Compensation Committee should establish a compensation program to incentivize and motivate named executive officersNEOs to achieve superior job performance, deliver excellent customer service, and surpass his or her personal goals and contribute to the overall success of the Company while operating the Company in a safe and sound manner.  Finally, the compensation programs should be designed to encourage both generation of income and reduction of expenses by making employees owners of the Company, thereby aligning their interests with those of the Company's stockholders.

Compensation is awarded both on the basis of individual performance and the Company's success.  The named executive officers shareNEOs participate in many of the same compensatory programs on the same terms as other employees and many of these programs provide the same terms of participation for named executive officers and other employees, including the profit sharing program and the.Bank. These programs are designed to reward longevity and corporate performance, thereby helping to align employees' interests with those of its stockholders.

Individual performance factored into the Committee's decisions more heavily than did the performance of the Company.  The financial indicators were based upon the budget created by management and approved by the Board and focused primarily on the then-reported returns for LANB, including return on average equity, asset quality, efficiency, net income and return on average assets, as well as regulatory compliance and efforts made toward correcting deficiencies identified in the regulatory enforcement actions.  The Compensation Committee sets expectations of meeting or exceeding corporate goals, but takes into account other internal and external factors that influence the levels of success that can be achieved in the given year.  As a result, the Committee retains the flexibility and full discretion to determine whether and at what level to reward its named executive officersNEOs based on corporate performance even if the targets are not fully achieved.

Regulatory Considerations.  TheAs a bank holding company, the Company must contend with several often overlapping layers of regulations when considering and implementing compensation-related decisions.  These regulations do not set specific parameters within which compensation decisions must be made, but do require the Company and the Compensation Committee to be mindful of the risks that often go hand-in-hand with compensation programs designed to incentivize the achievement of better-than-average performance.

Under its long-standing Interagency Guidelines Establishing Standards for Safety and Soundness (the "Safety and Soundness Standards"), the Board of Governors of the Federal Deposit Insurance CorporationReserve System (the "FDIC""Federal Reserve") hasand the Office of the Comptroller of the Currency (the "OCC" and together with the Federal Reserve, the "Regulatory Agencies") have long held that excessive compensation is prohibited as an unsafe and unsound practice.  In describing a framework within which to make a determination as to whether compensation is to be considered excessive, the FDIC hasRegulatory Agencies have indicated that financial institutions should consider whether aggregate cash amounts paid, or non-cash benefits provided, to employees are unreasonable or disproportionate to the services performed by an employee.  The FDIC encouragesRegulatory Agencies encourage financial institutions to review an employee's compensation history and to consider internal pay equity, and, as appropriate, to consider benchmarking compensation to peer groups.  Finally, the FDIC providesRegulatory Agencies provide that, in order to give proper context, such an assessment must be made in light of the institution's overall financial condition.

In addition to the Safety and Soundness Standards, the Compensation Committee must also take into account the joint agency Guidance on Sound Incentive Compensation Policies (the "Guidance").  Various financial institution regulatory agencies worked together to issue the Guidance, which is intended to serve as a complement to the Safety and Soundness Standards.  The Guidance sets forth a framework for assessing and mitigating risk associated with incentive compensation plans, programs and arrangements maintained by financial institutions. The Guidance is narrower in scope than the Safety and Soundness Standards because it applies only to senior executive officers and those other individuals who, either alone or as a group, could pose a material risk to an institution.  With respect to such individuals, the Guidance is intended to focus an institution's attention on balanced risk-taking incentives, compatibility of incentives with effective controls and risk management, and a focus on general principles of strong corporate governance in establishing, reviewing and maintaining incentive compensation programs.

The Compensation Committee, with the assistance of its advisors and the Company management, continues to monitor the status of compensation-related rules and regulations expected to be finalized or issued under the Dodd-Frank Wall Street Reform and Consumer Protection Act (or the Dodd-Frank Act) enacted in July 2010.  While the Compensation Committee believes its own risk assessment procedures are effective, it is prepared to implement any additional steps that may be deemed necessary to fully comply with such rules and regulations when finalized or issued.  The Compensation Committee does note, however, that the proposed risk assessment rules issued under the Dodd-Frank Act nearly mirror the Safety and Soundness Standards and the framework of the Guidance.

Finally, in addition to the foregoing, the Company is also subject to the SEC's rules regarding risk assessment.  Those rules require a publicly-traded company to determine whether any of its compensation plans, programs or arrangements create risks that are reasonably likely to have a material adverse effect on the company.

The Compensation Committee continues to believe in and practice a sensible approach to balancing risk-taking and rewarding reasonable, but not necessarily easily attainable, goals and this has always been a component of its overall assessment of the compensation plans, programs and arrangements it has put in place for theits NEOs.  In this regard, the Compensation Committee regularly revisits the components of the frameworks set forth in the Safety and Soundness Standards and the Guidance as an effective tool for conducting its own assessment of the balance between risk and reward built into the Company's compensation programs for its NEOs.  The Compensation Committee believes the Company has adequate policies and procedures in place to balance and control any risk-taking that may be incentivized by the employee compensation plans.  The Compensation Committee further believes that such policies and procedures will work to limit the risk that any employee would manipulate reported earnings in an effort to enhance his or her compensation.

Summary Compensation Table.  During 2016,2017, the Company's named executive officers ("NEOs")NEOs were as follows: John S. Gulas, Daniel W. ThompsonThomas G. Dolan, and ThomasJoseph M. Lilly.Martony.  The following table contains the summary of compensation awarded to, paid to or earned by the NEOs in 20162017 and 2015.2016.

The NEO compensation historically has consisted of base salary, benefits, profit sharing, ESOP contributions, ESOP top-heavy cash payments for salaries in excess of plan caps, discretionary performance bonuses and discretionary stock incentives.  NEOs have generally been eligible to participate in all benefits on an equal basis with all other employees.

Base Salary.  The salary levels of all employees, including the NEOs, are set to reflect the duties and levels of responsibilities inherent in the position, the competitive conditions in the banking business in the Company's market area and the value received by the Company from that employee.  The base salaries of the NEOs are reviewed annually.  In setting base salaries, a number of factors relating to the individual, including the individual's performance, historic salary levels, job responsibilities, level of expertise, ability and knowledge of position and complexity of the Company's operations are also considered.  These factors are considered in the aggregate and none of the factors are accorded a specific weight.  The salary for Mr. Gulas is set annually by the Board, based on the recommendations of the Compensation Committee.  Mr. Gulas sets the salaries for the other executive officers.

Short-Term Incentives.

Performance Bonuses.  The Company has adopted a short-term incentive compensation program (the "Program") designed to reward select individuals and teams for meeting or exceeding quality standards, risk mitigation standards, sales and income goals and to assist in the retention of key employees.  All employees are eligible to participate in the Program with the exception of commission-based employees.  Under the Program, performance goals are established annually and are determined based on an employee's title and functional responsibility within the Bank.  Awards made under the Program are subject to recoupment by the Company in the event of a material error or the necessity for a restatement of the data upon which the award was based.  Each of the NEOs received an award under the Program for 2016.2017.

Profit Sharing Program.  The Company makes annual profit sharing payments to employees, based upon the Company's performance and profitability.  The Company provides for the profit sharing program on the belief that sharing corporate profits is an effective motivating technique for employees.  The Company believes that sharing profits leads to employees who are more conscientious in reducing costs and increasing income and efficiency, and aligning employee interests with those of the Company's stockholders.  All eligible employees participate, on a proportional basis, in the Company's profit sharing program; however, the program is not part of a tax-qualified retirement plan.  All eligible employees have received the same percentage of their eligible compensation, consisting primarily of their base salaries, through the program.  Full time employees become eligible for profit sharing participation the year following the completion of 18 months of service.  The Company's payments under the profit sharing program are based upon the recommendation of the Compensation Committee and determination by the full Board in consideration of the performance and profitability of the Company and is entirely discretionary.  In light of the restatements of the Company's financial statements and as no dividends were paid to the Company's stockholders, the Compensation Committee and the Board determined that no payments would be made under the profit sharing program for either 20152016 or 2016.2017.

Employee Stock Ownership Plan.  The Company contributes to its ESOP based on its belief that employee/owners act differently than employees who do not have a personal stake in their company.  The Company contributes to the ESOP to enhance its culture of ownership and to provide a retirement saving opportunity for its employees.  The ESOP is fully funded by the discretionary contributions of the Company and participants cannot invest their own funds in the plan.  The ESOP is the Company's largest stockholder, giving the Company's employees and stockholders the common interest of enhancing the value of the Company's stock.  All eligible hourly and salaried employees participate, on a proportional basis, in the ESOP.  Full-time employees become eligible for ESOP participation the year following the completion of 1,000 hours of service.  An employee's ownership of his or her ESOP account currently vests incrementally over a period of six years.  The Company's contribution to the ESOP is recommended by the Compensation Committee and determined by the full Board based on the profitability of the Company and is entirely discretionary.  In light of the restatements of the Company's financial statements and as no dividends were paid to the Company's stockholders, the Compensation Committee and the Board determined that no contributions would be made to the ESOP for either 20152016 or 2016.2017. 

Long-Term Equity Incentive Compensation Program.  The Compensation Committee, from time to time, includes grants of long-term equity compensation awards as part of the annual compensation provided to the NEOs. In deciding to award stock incentives, the Compensation Committee considers a number of factors, including the number of awards outstanding or previously granted and the aggregate size and value of current awards.  The Company typically grants stock incentives to key employees, including its NEOs, as motivation to enhance the appreciation of the Company's stock price and returns, to reward their efforts through the long-term appreciation of the Company's stock price and to strengthen retention of key employees and NEOs.  The full benefit of nonqualified stock options ("NQSOs") and stock appreciation rights ("SARs") is only realized upon the appreciation of the Company's stock price, providing an incentive for participants to create value for the Company's stockholders by delivering consistent and sustainable returns.  RSUs provide benefit to the grantee upon vesting through an increased ownership of the Company's stock, with additional benefit during the vesting period through appreciation of the stock price and entitlement to dividend equivalents.