Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,, D.C. 20549

SCHEDULE 14A

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities

Exchange Act of 1934 (Amendment No.        )

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Plumas Bancorp

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To our Shareholders,Dear shareholder,

We began 2020 with great uncertainty and braced for a year of challenge as the world was faced with a global pandemic.  Here in our corner of the world, the region-wide fires and power outages gave us even more to contend with.  But with the fires out, infection rates falling, the vaccination effort well underway and the economy starting to open back up, we are thrilled optimistic that a return to normalcy has begun and will continue as we move through the current year.

I am pleased to report that with record-breakingnotwithstanding all the significant and award-winning performance, it’s been another phenomenalunique challenges that this year for your Company. We ended the year once again with record levels of earnings, loans, depositspresented, Plumas Bancorp continued its strong financial performance.  Our experienced management team, diversified loan portfolio, strong core deposit base and assets. In 2017, our Company’s total assets grew by more than $87 million, or 13%, ending the year close to three quarters of a billion dollars in total assets. With our significantly improved financial performance and our solid capital position have been key in enabling us to remain effective and productive and to attain increases in some key metrics, including: total assets, gross loans, total deposits, total equity and book value per share.

Given the difficult business environment that we’ve faced over the last year, we declaredare especially proud that for the second year in a 40% increaserow, Plumas Bancorp has been included in D.A. Davidson’s Fall 2020 Bison Select Report and was also selected for the Piper Sandler Sm-All Stars Class of 2020.  Each of these awards seeks to identify top-performing banks that may not yet be known to investors. We are proud to be recognized for outstanding performance with these prestigious national awards.

With a continued focus on our clients, shareholders, and communities, we anticipate sustained growth which will allow us to further our mission to supply the best financial products and services tailored to meet the needs of businesses and families throughout our communities.  In particular, to support the accelerating growth of the Northern Nevada region, we have relocated Plumas Bancorp’s headquarters to Reno, Nevada.  This move benefits the entire institution by making us the only bank holding company headquartered in the region, thereby helping us to bolster our position in this important market.

Also, in support of increasing services in our 2017 semi-annual cash dividendfootprint, on March 11, 2021, we were pleased to our shareholders.announce the signing of a definitive merger agreement for the acquisition of Feather River Bancorp, Inc.  Feather River Bancorp, Inc., headquartered in Yuba City, California, is the parent company of Bank of Feather River, a 13-year-old bank with approximately $182 million in assets and which operates from its sole location in Yuba City.  As of December 31, 2020, on a pro forma consolidated basis, the combined company would have approximately $1.3 billion in assets, $1.1 billion in deposits, and operate 14 branches throughout Northeastern California and Western Nevada.  Bringing together the team of local experts at Bank of Feather River with Plumas Bank’s technology and small business expertise offers even greater services for the Yuba City marketplace.

Moreover, we are extremely proud of being awarded the prestigious Community Bankers CupIn closing, Plumas Bank provides stability and strength to its clients and communities by Raymond James & Associates for operating one of the top performing community banks in our nation. Out of the 272 community banks across the United States analyzed for the awards, Plumas Bancorp made the top 10% thus earning the Banker’s Cup. But even more exciting is that out of the 28 chosen for the award, Plumas Bancorp ranked fifth overall. One of the metrics that we’re most proud of is our five-year stock performance. With our stock price increasing by over 600%, we significantly outperformed all of the top performing community banks in the nation.focusing on long-term commitments.  We are exceptionally proud of this performance and will continue to focus on building long-term shareholder value.

We are also pleased to reportevaluate opportunities considering the addition of two key individuals to our team. First, Richard F. Kenny was appointed to the Plumas Bancorp and Plumas Bank board effective July 19, 2017. Kenny is a proven executive with over 40 years of management experience in operations, information systems, strategic planning and credit risk management. Before retiring in 2010, Kenny was the founding CEO and on the Board of Directors of Charles Schwab Bank headquartered in Reno, Nevada, and a subsidiary of the Charles Schwab Corporation. Prior to this, Kenny held a variety of key management positions for CITIBANK in Chicago, and Seoul, South Korea. Kenny’s extensive financial management experience and his significant leadership skills will be of great value as we continue to build our Company.

Second, Jeff Moore joined our bank as senior vice president, credit administrator. Jeff brings 37 years of banking experience to his new role and is responsible for assisting in managing our loan portfolio, loan documentation, loan operations and our special asset team. Jeff’s wealth of experience and industry knowledge makes him a key addition to our growing team. His expertise in credit and loan operations will be a valuable asset as we continue to strengthen and expand our franchise.

We continue to build our team, monitor the competitive landscapeevolving rate environment and look for opportunities for investment and growth. Our strict attentionforward to both return on investment and expense control will ensure that we have the necessary capital to execute our long-term strategic plan and continue to produce growth and strong returnsa year of continued recovery for our shareholders.

Thank you for your continued confidence inclients and support of Plumas Bancorp.

the economy.

Andrew J. Ryback			Daniel E. West
Director, President & Chief Executive Officer					Daniel E. West Director, Chairman of the Board

Dear Shareholder:

You are cordially invited to attend the annual meeting of shareholders of Plumas Bancorp (the “Company”), which will be held at the Plumas Bank Credit Administration BuildingAtlantis Hotel located at 32 Central Avenue, Quincy, California,3800 S. Virginia Street, Reno, Nevada, on Wednesday, May 16, 201819, 2021 at 9:30 a.m. At this annual meeting, shareholders will be asked to (i) elect eightnine directors for the next year and (ii) ratify the appointment of Vavrinek, Trine, Day & Company,Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2018.2021.

The safety of our employees, customers, communities and shareholders is our priority. As part of our precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that the annual meeting could be postponed or moved to another location. At this time, we expect the annual meeting to occur as planned and will take necessary precautions to protect the health and safety of those who attend. If we change the annual meeting date, time or location, we will announce the decision to do so in advance and post details on our website at www.plumasbank.com.

The Company is requesting your proxy to vote at the annual meeting. The Board of Directors of the Company recommends that you vote “FOR” the election of each of the nominees for director and “FOR” the ratification of the appointment of Vavrinek, Trine, Day & Company, LLP as our independent auditors for the fiscal year ending December 31, 2018.auditors. The proxy statement contains information about each of the nominees for directors and the Company’s executive compensation, and eachproposal for the ratification of the other proxy proposals for shareholder vote.appointment of independent auditors.

To ensure that your vote is represented at this important meeting, please sign, date, and return the proxy card in the enclosed envelope as promptly as possible. As an alternative to using your paper proxy card to vote, you may also vote by telephone or over the internet by following the instructions on your Notice of Internet Availability or on the proxy card.card or voting instruction form. If you received a paper set of meeting materials please sign, date and return the proxy card as promptly as possible.

	Sincerely,
		Sincerely,
		Andrew J. Ryback
		President and Chief Executive Officer

The date of this proxy statement is March 29, 2018.22, 2021.

TABLE OF CONTENTS

Notice of Annual Meeting of Shareholders
Plumas Bancorp

Notice is hereby given of the Annual Meeting of Shareholders of Plumas Bancorp. The meeting will be held at the Plumas Bank Credit Administration BuildingAtlantis Hotel located at 32 Central Avenue, Quincy, California,3800 S. Virginia Street, Reno, Nevada, on Wednesday, May 16, 201819, 2021 at 9:30 a.m., for the purpose of considering and voting upon the following matters:

TheThe Board of Directors has fixed the close of business on March 29, 201822, 2021 as the record date for determination ofdetermining shareholders entitled to notice of, and the right to vote at, the meeting.

These matters and other matters relating to the Annual Meeting are described in the attached proxy statement.

You are urged to vote in favor of“FOR” the election of all of the Board of Directorsnominees for directors and “FOR”“FOR” the ratification of the appointment of Vavrinek, Trine, Day & Company,Eide Bailly, LLP as our independent auditors for the fiscal year ending December 31, 2018,2021, by signing and returningfollowing the enclosed proxy as promptly as possible, whether or not you planinstructions to attend the meeting in person. As an alternative to using your paper proxy card to vote, you may also vote by telephone or over the internet by following the instructions on your Notice of Internet Availability, proxy card.card or voting instruction form. If you do attend the meeting,received a paper set of materials you may then withdraw yoursign and return the enclosed proxy. The proxy may be revoked at any time prior to its exercise.

Plumas Bancorp
Proxy Statement

Annual Meeting of Shareholders
May 1619, 2021, 2018

Plumas Bancorp (the “Company”) is providing this proxy statement to its shareholders in connection with the annual meeting of shareholders to be held at the Plumas Bank Credit Administration BuildingAtlantis Hotel located at 32 Central Avenue, Quincy, California,3800 S. Virginia Street, Reno, Nevada, on Wednesday, May 16, 201819, 2021 at 9:30 a.m. and at any and all adjournments or postponements thereof (the “Meeting”).

ItThe safety of our employees, customers, communities and shareholders is expectedour priority. As part of our precautions regarding the coronavirus or COVID-19, the Company is planning for the possibility that the CompanyMeeting could be postponed or moved to another location. At this time, we expect the Meeting to occur as planned and will mailtake necessary precautions to protect the health and safety of those who attend. If we change the annual meeting date, time or location, we will announce the decision to do so in advance and post details on our website at www.plumasbank.com. The proxies that we are soliciting authorize the proxy holders to vote your shares in accordance with your instructions at any adjournment or postponement of the Meeting.

Notice of Internet Availability of Proxy Materials

This year, to expedite delivery, reduce costs and decrease the environmental impact of our proxy materials, we are using for the first time an SEC rule that allows us to furnish proxy materials over the internet instead of mailing paper copies of those materials to each shareholder. As a result, beginning on or about March 29, 2021, shareholders were sent a Notice of Internet Availability (the “Notice”) containing instructions on how to access our proxy materials, including this proxy statement and accompanying notice and form of proxy to shareholdersthe Annual Report on or about April 6, 2018.Form 10-K for December 31, 2020, which includes the 2020 Plumas Bancorp Annual Report, over the internet.

If you received the Notice this year, you will not receive paper copies of the proxy materials unless you request the materials by following the instructions in the Notice. The Notice is not a proxy card that can be submitted to vote your shares. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy materials. The Notice also instructs you on how to vote via the internet or by telephone. Shareholders who have requested paper copies of the proxy materials will receive printed copies in the mail.

If you receive more than one Notice, it means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the internet or by telephone or sign and return by mail all proxy cards.

If you received paper copies of the proxy materials this year, but in the future would like to receive only the Notice and access the proxy materials electronically, you can elect to do so by: (i) following the instructions provided in the proxy card, if your shares are registered in your name, or (ii) by contacting your broker, trustee, bank or other nominee, if you hold your shares in street name.

Shareholders may also view this proxy statement and the 20172020 Annual Report to Shareholderson the internet at http://materials.proxyvote.com/729273.

Voting by Proxy

General Information

Voting By Proxy.Whether or not you plan to attend the Meeting, if you are a holder of record you may submit a proxy to vote the shares registered in your name via internet, telephone or mail as more fully described below:

If a bank, broker or other nominee holds your shares, you will receive voting instructions directly from the holder of record. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via internet or telephone.

If you properly submit a proxy without giving specific voting instructions, your shares will be voted in accordance with the Board’s recommendations “FOR”:recommendations:

If other matters properly come before the Meeting, the persons appointed to vote the proxies will vote on such matters in accordance with their best judgment. Such persons also have discretionary authority to vote to adjourn the Meeting, including for the purpose of soliciting proxies to vote in accordance with the recommendations of the Board of Directors (the “Board”) on any of the above items.

Subject to such revocation or suspension, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Meeting in accordance with the instructions on the proxy.

If no instruction is specified by the shareholder on the proxy with regard to the matters to be acted upon, the proxy holders will vote the shares represented by the proxy “FOR” election of each of the nominees for director and “FOR” the ratification of the appointment of Eide Bailly, LLP as our independent auditors for the fiscal year ending December31, 2021. If any other matter is presented at the Meeting, the proxy holders will vote in accordance with the recommendations of management.

Revocability of Proxies and Proxy Voting

YouIf you are a holder of record you may revoke your proxy at any time before it is exercised by:

If you are a street name shareholderbank, broker or other nominee holds your shares and you voted by proxy, you may revoke your proxy by informing the holder of record in accordance with that entity’s procedures. In addition, the powers of the proxy holders will be revoked if the person executing the proxy is present at the Meeting and elects to vote in person. Subject to such revocation or suspension, the proxy holders will vote all shares represented by a properly executed proxy received in time for the Meeting in accordance with the instructions on the proxy.

If no instruction is specified by the shareholder with regard to the matter on the proxy to be acted upon, the proxy holders will vote the shares represented by the proxy “FOR” each of the nominees for director, and “FOR” ratifiying the appointment of Vavrinek, Trine, Day & Company, LLP as our independent auditors for the fiscal year ending December 31, 2018. If any other matter is presented at the Meeting, the proxy holders will vote in accordance with the recommendations of the Board.

Persons Making thethis Solicitation

The Board of Directors of the Company is soliciting proxies. The Company will bear the expense of preparing, assembling, printing and mailing this proxy statement and the material used in the solicitation of proxies for the Meeting. The Company contemplates that proxies will be solicited principally throughusing the use of the mail,internet, but officers, directors and employees of the Company may solicit proxies personally or by telephone, without receiving special compensation for the solicitation. Although there is no formal agreement to do so, the Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals. In addition, the Company may utilize the services of individuals or entities not regularly employed by the Company in connection with the solicitation of proxies, if management of the Company determines that this is advisable.

Voting Securities

Management of the CompanyThe Board has fixed March 29, 201822, 2021 as the record date for purposes of determining the shareholders entitled to notice of, and to vote at, the Meeting. On March 29, 2018,22, 2021, there were 5,082,6755,187,732 shares of the Company’s common stock issued and outstanding. Each holder of the Company’s common stock will be entitled to one vote for each share of the Company’s common stock held of record on the Company’s books as of the record date. In connection with the election of directors, shares may be voted cumulatively if a shareholder present at the Meeting gives notice at the Meeting, prior to the voting for election of directors, of his or her intention to vote cumulatively. If any shareholder of the Company gives that notice, then all shareholders eligible to vote will be entitled to cumulate their shares in voting for election of directors. Cumulative voting allows a shareholder to cast a number of votes equal to the number of shares held in his or her name as of the record date multiplied by the number of directors to be elected. These votes may be cast for any one nominee or may be distributed among as many nominees as the shareholder sees fit. This proxy statement seeks discretionary authority to cumulate votes. If cumulative voting is declared at the Meeting, votes represented by proxies delivered pursuant to this proxy statement may be cumulated and allocated at the discretion of the proxy holders, in accordance with management’s recommendation.

The eightnine nominees for director receiving the most votes will be elected. Therefore, shares voted “withhold” and broker non-votes will have no impact on the outcome of the election of directors.

Proposal 2 regarding the ratification of the appointment of the Company’s auditors requires the approval of a majority of the shares represented and voting at the Meeting, with affirmative votes constituting at least a majority of the required quorum. Therefore, shares voted “withhold” and broker non-votes will have no impact on the outcome of these proposals,Proposal 2 assuming that the affirmative votes constitute at least a majority of the required quorum.

Shareholdings of Certain Beneficial Owners and Management

Management of the Company knows of no person who owns, beneficially or of record, either individually or together with associates, five percent or more of the outstanding shares of the Company’s common stock, except as set forth in the table below. The following table sets forth, as of March 16, 2018,12, 2021, the number and percentage of shares of the Company’s outstanding common stock beneficially owned, directly or indirectly, by principal(1) shareholders known by the Company to beneficially own 5% or more of the outstanding shares of the Company’s common stock, (2) by each of the Company’s directors ourand the executive officers named in the Summary Compensation Table contained in this proxy statement and (3) by all of the Company’s directors and executive officers of the Company as a group. The shares “beneficially owned” are“Beneficial ownership” is determined under the Securities and Exchange Commission (“SEC”) Rules,rules and dodoes not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, named executive officer (“NEO”) or principal shareholdera person has sole or shared voting or investment power and shares as to which such person has the right to acquire beneficial ownership within 60 days of March 16, 2018.12, 2021. Unless otherwise indicated, the persons listed below have sole voting and investment powers of the shares beneficially owned or acquirable by exercise of stock options.options and any shared voting power reflects power shared with his or her spouse. Management is not aware of any arrangements that may result in a change of control of the Company.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and certain executive officers and persons who own more than ten percent (10%) of a registered class of the Company’s equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. The Reporting Persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to the Company during and with respect to its 2017 fiscal year, no director, executive officer or beneficial owner of 10% or more of the Company’s common stock failed to file, on a timely basis, reports required during or with respect to 2017 by Section 16(a) of the Securities Exchange Act of 1934, as amended, except for Ms. North, who inadvertently failed to timely file one report on Form 4 with respect to one transaction, Mr West who inadvertently failed to timely file one report on Form 5 with respect to one transaction and Mr. Wilson who inadvertently failed to timely file one report on Form 5 for the year ended December 31, 2016 with respect to one transaction and one report on Form 5 for the year ended December 31, 2017 with respect to two transacitons.

PROPOSAL 1

ELECTION OF DIRECTORS

The persons named below, all of whom are current membersBoard has nominated each of the Company’s Board of Directors (the “Board”), will be nominatedpersons listed below for election as directors at the Meeting to serve until the 20192022 Annual Meeting of Shareholders and until their successors are elected and have qualified. Votes of theThe proxy holders will be castvote shares represented by proxies in such a manner as to effect the election ofelect all eightnine nominees as appropriate, or as many as possible under the rules of cumulative voting. The eightnine nominees for directors receiving the most votes will be elected directors. In the event that any of the nominees should be unable to serve as a director, it is intended that the proxy will be voted for the election of such substitute nominee, if any, as shall be designated by the Board. The Board has no reason to believe that any of the nominees named below will be unable to serve if elected. Additional nominations for directors may only be made by complying with the nomination procedures set forth in the Company’s Bylaws. See “Shareholder Proposals - Nomination of Director Candidates.”

The following table sets forth the names of, and certain information concerning, the persons to be nominated by the Board for election as directors of the Company. Each of the nominees is currently a director of the Company and the Company’sCompany’s subsidiary, Plumas Bank (the “Bank”).

Experience and Qualifications

The following is a brief description of the business experience and qualifications of each nominee and the experience and qualification that the Corporate Governance & Compensation Committee considered in light of the Company’s business and structure, in nominating them to serve as directors. Unless otherwise specified, each nominee has held his or her current position of employment or has been retired for service as Directors:at least five years.

Daniel E. West

Chairman of the Board

Director since 1997

Mr. Daniel E. West has lived in Graeagle, California since 1958. He is president of Graeagle Land and Water Company, a land management company, and Graeagle Water Company, a private water utility. Mr. West is a managing member of Graeagle Timber Company, LLC. He also serves as a director on the boards of Graeagle Fire Protection District and California Water Association. Mr. West graduated from the University of the Pacific, Stockton, California where he received a Bachelor of Science degree in Business Administration. Mr. West’sWest’s valuable business acumen, his extensive experience on various and diverse boards, and his deep ties to his community highly qualify him for service as a member of the Board and Chairman.

Robert J. McClintock

Vice Chairman of the Board

Director since 2008

Robert J. McClintock has lived in Tahoe City, California for over 30 years. He is a Certified Public Accountant and is a shareholder of McClintock Accountancy Corporation headquartered in Tahoe City, California. As a CPA, Mr. McClintock brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management, and he qualifies as an Audit & Risk Committee financial expert for the Board’s Audit & Risk Committee. He is a board member and Treasurer of the Kiwanis Club of North Lake Tahoe and served previously as its President. He is a member of the advisory board for the Tahoe Truckee Excellence in Education Foundation and served previously as its Treasurer. Mr. McClintock is past Troop Committee Chairman and Scoutmaster for Scouts BSA Troop 266. Mr. McClintock attended Michigan Tech University where he received his Bachelor of Science degree in Business Administration.         

Terrance J. Reeson

Vice ChairmanSecretary of the Board

Director since 1984

Mr. Terrance J. Reeson has lived in Quincy, California for over 50 years.  He is a retired U.S. Forest Service Aviation Officer for the Plumas National Forest. Mr. Reeson is active in his community and is a former executive director of the Quincy Chamber of Commerce.  Mr. Reeson’s relevant experience qualifying him for service as a director includes extensive government service, leadership experience, and widespread civic and community involvement.

Michonne R. Ascuaga

Director

Director since 2019

Michonne R. Ascuaga is a native northern Nevadan and has 30 years of experience working at John Ascuaga’s Nugget, serving as its CEO for the 16 years preceding its sale in 2013. From 2015 to 2016 Ms. Ascuaga served as Commissioner for the Nevada State Gaming Commission. Having served on numerous boards over the years, Ms. Ascuaga currently sits on the boards of Northern Nevada Medical Center and Bishop Manogue Catholic High School.  She received her Bachelor of Science degree in Mathematics from Santa Clara University and her Master of Business Administration from Stanford University.  Ms. Ascuaga’s extensive management experience, leadership skills and her knowledge of and involvement in the communities the Company serves well qualifies her for service as a director of the Company.

Steven M. Coldani

Director

Director since 2013

Mr. Steven M. Coldani was born and raised in Lodi, California. He is a licensed real estate broker and the president and owner of Coldani Realty Inc. in Lodi, California; he is also co-owner of Graeagle Associates Realtors in Graeagle, California since 1992. In addition, Mr. Coldani is a managing member of Coldani Farming, LLC, a diversified farming company producing various row crops, such as olives and grapes and hay, and livestock. He is also a past director of the California Association of Realtors. Mr. Coldani graduated from the University of the Pacific, Stockton, California where he received a Bachelor of Science degree in Business and Public Administration. Mr. Coldani’sColdani’s relevant experience qualifying him for service as a member of the Board includes his familiarity with the real estate markets in which we operate, a broad range of management and community service experience including his prior service on the board of Community Business Bank, and his membership in the Lodi District Chamber of Commerce, the California Farm Bureau,Lodi Association of Realtors, the LodiPlumas Association of Realtors and the Plumas AssociationTahoe-Sierra Board of Realtors. He is also a past director of the California Association of Realtors.

William E. Elliott

Director

Director since 1987

Mr. William E. Elliott joined Plumas Bank in 1987 as President and Chief Executive Officer and retired in 2005. He has been in the banking industry for over 50 years holding various management and board positions; this experience highly qualifies him for service as a board director. Mr. Elliott graduated from California State University, Sacramento where he received a Bachelor of Science degree in Accounting and a Master’s in Business Administration. He also graduated from the Pacific School of Banking at the University of Washington. Mr. Elliott is very active in his community; he is a director and former chairman of the Feather River Community College Board, and he is a former chairman and director on the Plumas District Hospital Board, both in Quincy, California. He has been a member of the Rotary Club for over 40 years. Our Board of Directors benefits from Mr. Elliot’s in-depth knowledge of the Company gained through his position as our former President and Chief Executive Officer, including with respect to its operations, strategy, financial condition, and competitive position.

Gerald W. Fletcher

Director

Director since 1988

Mr. Gerald W. Fletcher has lived in Susanville, California since 1956 and is a retired rancher, realtor, and insurance agent. He is a former director of Sierra Security Bank. Mr. Fletcher ownswas the past owner and operatesoperator of Fletcher Christmas Trees. He was also a reforeststationreforestation contractor and has planted millions of trees throughout Northern California. He iswas a past member and past president of Lassen County Cattleman’s Association and a past member of the Lassen County Farm Bureau. Mr. Fletcher’s relevant experience qualifying him for service as a member of the Board is comprised of a broad range of management and community service including his past service as Lieutenant in the Susanville Volunteer Fire Department, a past 4-H Leader, and previous experience as a bank director.

Heidi S. Gansert

Director

Director since 2019

Heidi S. Gansert resides in Reno and has over 30 years of management experience. Ms. Gansert has served in Nevada’s part-time legislature as a state senator since 2016. From 2012 to January 2021, she served as the Executive Director of External Relations at the University of Nevada, Reno. While at the University of Nevada, Reno, Ms. Gansert led the University’s economic development efforts and served on behalf of the University on the boards of the Economic Development Authority of Western Nevada (EDAWN) and Downtown Reno Partnership. She previously served as Chief of Staff to Nevada Governor Brian Sandoval from January 2011 to September 2012 and prior to that as the assemblywoman representing District 25 in the Nevada State Legislature from 2004 to 2010. Her time in the executive and legislative branches of state government includes roles related to business, education, economic development, workforce training, and energy.  Ms. Gansert is an engineering graduate of Santa Clara University and holds a Masters’ degree in Business Administration from the University of Nevada, Reno. Ms. Gansert’s experience with economic development, knowledge of and involvement in the northern Nevada region and extensive leadership experience qualify her for service as a member of the Board.

Richard F. Kenny

Director

Director since 20201717

Richard F. Kenny resides in Reno, Nevada and bringshas over 40 years of managementleadership experience in Operations, Information Systems,systems, Strategic Planning and Credit Risk Management. Before retiring in 2010, he was the founding President and CEO of Charles Schwab Bank, a subsidiary of the Charles Schwab brokerage corporation. Prior to that, he served in a variety of management roles with Citibank, both domestic and international. He is actively involved with KNPB public television in Reno and the Food Bank of Northern NevadaCapital Public Radio in the Reno community.Sacramento. He graduated from Northwestern University in Evanston, Illinois with a Bachelor of Science degree in Business Administration and Marketing and received his Master'sMBA in Finance from the University of Chicago.

Robert J. McClintock

Director

Director since 2008

Mr. Robert J. McClintock has lived in Tahoe City, CaliforniaKenny’s relevant experience qualifying him for over 30 years. He is a Certified Public Accountant and is a shareholder of McClintock Accountancy Corporation headquartered in Tahoe City, California with an additional office in Truckee, California. As a CPA, Mr. McClintock brings strong accounting and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management. Mr. McClintock is Troop Committee Chairman for Boy Scouts of America Troop 266. He is also a board member of the Kiwanis Club of North Lake Tahoe and has served previouslyservice as President and Treasurer. He is a member of the advisory board forBoard includes his extensive leadership experience, knowledge of the Tahoe Truckee Excellence in Education Foundationfinancial industry and has served previously as Treasurer. Mr. McClintock attended Michigan Tech University where he received his Bachelor of Science degree in Business Administration.community involvement.

Andrew J. Ryback

Director, President and CEO

Director since 2016

Mr. Andrew J. Ryback joined Plumashas been the President and Chief Executive Officer of the Company and the Bank in 2001. In 2005 he was appointedsince 2011. He previously served as interim President and Chief Executive Officer from March 2010 to November 2011 and, prior thereto, as Executive Vice President and Chief Financial Officer offrom 2005 to 2011. He joined the Company and the Bank. In 2010 he was appointed interim President and Chief Executive officer andBank in 2011 that position became permanent.

July 2001. Mr. Ryback received his Bachelor of Science degree in Business Administration from California State University, Northridge. He is a Certified Public Accountant and a graduate of Pacific Coast Banking School. Mr. Ryback actively serves in a variety of international,national, regional and local organizations. Heorganizations: Mr. Ryback is a member of Rotary International and is a past presidentthe California Delegate to the Federal Delegate Board of the Quincy club. HeIndependent Community Bankers of America (ICBA), he serves on ICBA's Consumer Financial Services Committee, and he is on the board of the California Community Banking Network (CCBN), an affiliateNetwork. He previously served on the Federal Reserve Board of the IndependentGovernors’ Community BankersDepository Institutions Advisory Council (CDIAC) and served as chairman of America (ICBA) and actively serves on ICBA’s Bank Education Committee. He is also on the Federal Reserve Bank of San Francisco’s Community Depository Institutions Advisory Council.  Locally,CDIAC. Furthermore, Mr. Ryback servesis past president of the Rotary Club of Quincy and is currently serving as the Treasureran assistant governor for Rotary District 5190. Locally, he serves on the Board of Directors of Sierra Cascade Family Opportunities, which oversees Head Start operations in Northeastern California, and he chairs the Plumas District Hospital Bond Oversight Committee. Additionally, Mr. Ryback servesand as Commissioner and Treasurer for the Quincy Fire Protection District andwhere he previously served as a volunteer firefighter. Our Board of Directors benefits from Mr. Ryback’s in-depth knowledge ofqualifications for serving as a director include his extensive banking, finance and leadership experience. In addition, as the Company gained through his position as ourCompany’s President and Chief Executive Officer, includingMr. Ryback brings the Board a deep familiarity with respect tothe Company and its operations, strategy, financial condition, and competitive position.operations.

All nominees will continue to serve if elected at the Meeting until the 2019 annual meeting of shareholders and until their successors are elected and have been qualified. None of the directorsnominees were selected pursuant to any arrangement or understanding other than with the directors and executive officers of the Company acting within their capacities as such. There are no family relationships betweenamong any of the directors or executive officers of the Company. No director of the Company serves as a director of any company that has a class of securities registered under, or which is subject to the periodic reporting requirements of, the Securities Exchange Act of 1934, or of any company registered as an investment company under the Investment Company Act of 1940.

Board Matters

The Board of Directors and Committees

During 2017,2020, the Company’s Board of Directors met 14 times. None of the Company’s directors attended less than 75 percent of all Board of Directors meetings and committee meetings of which they were members. The Company does not have a policy requiring director attendance at its annual meeting; however, most directors attend the meeting as a matter of course. All currentTen directors (all of the then-current directors) attended the 20172020 annual meeting of shareholders.shareholders, three in person and seven via video conference. The Board has established, among others, an Audit & Risk Committee and a Corporate Governance & Compensation Committee, which serves as a nominating committee and a compensation committee, and each of these committees have charters. Charters for each of these committees are available on the Company’s website, www.plumasbank.com.

Shareholder Communication with the Board of Directors

If you wishwould like to communicate with the Board of Directors or the Chairman of the Board you may send correspondence to the Corporate Secretary, Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971.5525 Kietzke Lane, Suite 100, Reno, Nevada 89511. The Corporate Secretary will perform a review ofreviews such correspondence and forwards copies or summaries to ensure that communicationsthe directors as he considers appropriate. Communications are forwarded to Board or the Chairman if the Corporate Secretary determines that the communications concern important substantive matters, suggestions or comments or contain information that is important for the Board or the Chairman preserve the integrity of the process. For example, itemsto know. Items that are unrelated to the duties and responsibilities of the Board or the Chairman such as spam, junk mail and mass mailings, product complaints, personal employee complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements (the “Unrelated Items”) will not be forwarded. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will not be forwarded. Any communication that is relevant to the conduct of the Company’s business and is not forwarded will be retained for one year (other than Unrelated Items) and made available to the Chairman and any other independent director on request. The independent directors grant the Corporate Secretary discretion to decide what correspondence shall be shared with the Company’s managementapproved these procedures and specifically instructinstructed that any personal employee complaints (other than those involving the Company’s executive officers) be forwarded to the Company’s Human Resources Department.

Board Role in Risk Oversight

The Board’s duties include understanding and assessing risks to the Company and monitoring the management of those risks. To fulfill this responsibility the directors are expected to attend all Board meetings and meetings of the committees on which they serve and review materials in advance of the meetings. Each Board meeting includes a review of the activities of each board committee, including the committee’scommittees’ activities related to risk management. Each of our board committees concentrates on specific risks for which they have an expertise,are assigned, and each committee is required to regularly report to the Board of Directors on its findings.

The Board believes that evaluating how the executive team manages the various risks confronting the Company is one of its most important areas of oversight. In carrying out this critical responsibility, the Board has designated the Audit & Risk Committee with primary responsibility for overseeing enterprise risk management. While the Audit & Risk Committee has primary responsibility for overseeing enterprise risk management, each of the other Board committees also considers risk within its area of responsibility. For example, the Corporate Governance & Compensation Committee reviews risks related to legal and regulatory compliance as they relate to corporate governance structure and processes and reviews risks related to compensation matters. Our Loan Committee regularly reviews the Company’s lending policies, evaluates the adequacy of our allowance for loan losses, and approves the Company’s larger extensions of credit. The Board is apprised by the committee chairs of significant risks and management’s response to those risks via periodic reports. While the Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-day risk management processes and reporting to the Board and its committees on such matters.

Furthermore, because the banking industry is highly regulated, certain risks to the Company are monitored by the Board through its review of the Company’sCompany’s compliance with regulations set forth by its regulatory authorities, including the FDICFederal Reserve Board, Federal Deposit Insurance Corporation and California Department of Financial Protection and Innovation, and recommendations contained in regulatory examinations. The Company’s chief compliancerisk management officer regulatoryregularly reports to and meets with the Corporate Governance & Compensation Committee and the Audit & Risk Committee.

With respect to risk related to compensation matters, the Corporate Governance & Compensation Committee considers, in establishing and reviewing the Company’sCompany’s executive compensation program, whether the program encourages unnecessary or excessive risk-taking and has concluded that it does not. Executives’ base salaries are fixed in amount and thus do not encourage risk-taking. On December 21, 2016,18, 2019, the Board approved the Company’s cash non-equity incentive plan for 20172020 (See “Executive Compensation – Non-Equity Incentive Plan.”) No individual officer’s earnings under the 20172020 non-equity incentive plan exceeded $51,200, with the exception of$30,196, except for Mr. Ryback who earned an incentive of $124,213.$74,478. The Corporate Governance & Compensation Committee concluded that the 20172020 non-equity incentive plan did not encourage unnecessary or excessive risk taking. The other significant source of compensation to executives is in the form of long-term equity awards that are important to help further align executives’ interests with those of the Company’s shareholders. The Corporate Governance & Compensation Committee believes that these awards do not encourage unnecessary or excessive risk-taking since the ultimate value of the awards is tied to the Company’s stock price, and awards are subject to long-term vesting schedules to help ensure that executives have significant value tied to long-term stock price performance.

The Corporate Governance & Compensation Committee has also reviewed the Company’sCompany’s compensation programs for employees generally and has concluded that these programs do not create risks that are reasonably likely to have a material adverse effect on the Company. The Corporate Governance & Compensation Committee believes that the design of the Company’s annual cash and long-term equity incentives provides an effective and appropriate mix of incentives to help ensure the Company’s performance is focused on long-term shareholder value creation and does not encourage the taking of short-term risks at the expense of long-term results.

Leadership Structure of Board

The Board believes that the Company and its shareholders are best served by having an independent Board Chairman and a separate CEO. We separate these roles in recognition of the differences between the two roles. The CEO is responsible for day-to-day leadership and performance of the Company, while the Chairman of the Board provides strategic guidance to the CEO and presides over meetings of the full Board.

Code of Ethics

The Board of Directors has adopted a code of business conduct and ethics for directors, officers (including the Company’s principal executive officer and principal financial officer) and financial personnel, known as the Corporate Governance Code of Ethics. ThisEthics, or Code of Ethics Policy is available on the Company’s website at www.plumasbank.com.Ethics. Shareholders may request a free copy of the Code of Ethics Policy from Plumas Bancorp, Ms. Elizabeth Kuipers,Jamie Huynh, Investor Relations, 35 S. Lindan Avenue, Quincy, California 95971.5525 Kietzke Lane, Suite 100, Reno, Nevada 89511. Additionally, a copy of the Company’s Corporate Governance Code of Ethics can be accessed at http:https://www.plumasbank.com. Click on the “Investor Relations” tab, then the “Corporate Information” tab and then “Governance Documents.”

Director Independence

The Board has determined that each of the following non-employee directors are “independent” within the meaning of the listing standards and rules of NASDAQ.

Mr. Ryback is not independent because he is an employee of the Company. The Board has not determined that Mr. Elliot is independent because he is the Company’s former President and Chief Executive Officer and receives retirement benefits from the Company.

Audit & Risk Committee

The Company has an Audit & Risk Committee composed of Mr. McClintock Chairman,(Chairman), Ms. Ascuaga, Ms. Gansert and Messrs. Flournoy, Kenny andMr. Reeson. The Board has determined that each member of the Audit & Risk Committee meets the independence and experience requirements of the listing standards of NASDAQ and the SEC rules applicable to audit & risk committee members. The Board has also determined that Mr. Robert J. McClintock is qualified as an audit & risk committee financial expert and that he has accounting or related financial management expertise, in each case in accordance with the rules of the SEC and NASDAQ’s listing standards. The Audit & Risk Committee met twelve times in 2020.

The Audit Committee met nine times during 2017. The Audit& Risk Committee reviews all internal and external audits including the audit by Vavrinek, Trine, Day & Company,Eide Bailly, LLP, the Company’s independent auditor for 2017.2020. The Audit & Risk Committee reports any significant findings of audits to the Board of Directors and ensures that the Company’s internal audit plans are met, programs are carried out, and deficiencies and weaknesses, if any, are addressed. The Audit & Risk Committee meets regularly to discuss and review the overall audit plan. The Audit & Risk Committee’s policy is to pre-approve all recurring audit and non-audit services provided by the independent auditors through the use ofusing engagement letters. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Audit & Risk Committee regarding all services provided by the independent auditors and fees associated with those services performed to date. The fees paid to the independent auditors in 20172020 and 20162019 were approved per the Audit & Risk Committee’s pre-approval policies.

Audit & Risk Committee Report

This report of the Audit & Risk Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference and shall not otherwise be deemed filed under the Acts.

The Board of Directors and the Audit & Risk Committee hashave reviewed the Company’s audited financial statements and discussed such statements with management. The Audit & Risk Committee has discussed with Vavrinek, Trine, Day & Company,Eide Bailly, LLP, the Company’s independent auditors during the year 2017,2020, all communications required by standards of the Public Company Accounting Oversight Board, including the matters required to be discussed by Auditing Standard No. 16AS 1301 (Communications with Audit & Risk Committees) and Rule 2-07(Communication2-07 (Communication with Audit & Risk Committees) of Regulation S-X and, with and without management present, discussed and reviewed the results of the independent external audit firm’s examination of the financial statements. The Committee also discussed the results of internal audits.

The Audit & Risk Committee has also received the written disclosures and the letter from Vavrinek, Trine, Day & Company,Eide Bailly, LLP as required by the PCAOB’s Ethics and Independence Rule 3526 (Communication with Audit & Risk Committees Concerning Independence) and has discussed with the independent registered public accounting firm their independence.

Based on the review and discussions noted above, the Audit & Risk Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20172020 for filing with the SEC.

Corporate Governance & Compensation Committee

The Company has a Corporate Governance & Compensation Committee which met fiveseven times during 2017.2020. The Corporate Governance & Compensation Committee consists of Mr. Flournoy, Chairman,Ms. Gansert (Chair) and Messrs. Kenny, Coldani, Kenny, Reeson, and West. The Board has determined that Ms. Gansert and Messrs. Flournoy,Kenny, Coldani, Kenny, Reeson, and West are “independent” within the meaning of the listing standards and rules of NASDAQ, including those applicable to compensation committee members. The Corporate Governance & Compensation Committee, which functions as the Board’s nominating and compensation committees, provides assistance to the Board by identifying qualified individuals as prospective Board members, recommends to the Board the director nominees for election at the annual meeting of shareholders, nominates the Chairperson and Vice-Chairperson of the Board, oversees the annual review and evaluation of the performance of the Board and its committees, and develops and recommends corporate governance guidelines to the Board of Directors.

The Corporate Governance & Compensation Committee also serves as the Board’s compensation committee and at least annually reviews, adjusts (as appropriate), and approves the Company’s directors’ compensation, including cash, equity, or other compensation for service on the Board, any committee of the Board, and as Chairperson of the Board or any committee of the Board. The Corporate Governance & Compensation Committee at least annually reviews, adjusts (as appropriate) and approves the Chief Executive Officer’s compensation, provides advice and consents to the Chief Executive Officer in the review and adjustment of executive officer compensation (other than the Chief Executive Officer), approves the compensation strategy for the Company’s employees, reviews and recommends for approval by the Board all equity-based compensation, including stock options and stock grants, and approves other personnel matters, which are in excess of management’s authority.

The Corporate Governance & Compensation Committee does not have any written specific minimum qualifications or skills that the committee believes must be met by either a committee-recommended or a shareholder-recommended candidate in order to serve on the Board. The Corporate Governance & Compensation Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Corporate Governance & Compensation Committee or the Board decided not to re-nominate a member for re-election, the Corporate Governance & Compensation Committee identifies the desired skills and experience of a new nominee in light of the following criteria. While no specific diversity policy exists, in practice, when identifying and evaluating new directors, the Corporate Governance & Compensation Committee considers the diversity and mix of the existing members of the Board, including, but not limited to, such factors as: the age of the current directors, their geographic location (being a community bank, there is a strong preference for local directors), background, skills, and employment experience. Among other things, when examining a specific candidate’s qualifications, the Corporate Governance & Compensation Committee considers the candidate’s ability to represent the best interest of the Company; existing relationships with the Company; interest in the affairs of the Company and its purpose; ability to fulfill director responsibilities; leadership skills; reputation within the Company’s community; community service; integrity; business judgment; ability to develop business for the Company; and ability to work as a member of a team. The Committee does not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Committee does not discriminate against prospective nominees on the basis of race, religion, national origin, gender, sexual orientation, disability or any other basis proscribed by law. All nominees to be considered for election as directors at the Meeting were recommended by the Corporate Governance & Compensation Committee.

The Corporate Governance & Compensation Committee will consider nominees to the Board proposed by shareholders, although theshareholders. The Board has no formal policy with regard to shareholder nominees as itbut considers all nominees on their merits as aforementioned.described above. Any shareholder nominations proposed for consideration by the Board may only be made by complyingmust comply with the nomination procedures set forth in the Company’s Bylaws, which are summarized below.Bylaws. See “Shareholder Proposals - Nomination of Director Candidates.and Nominations.” Any such noticesSuggestions for nominees and shareholder nomination should be addressed to:

Chairman of the Board
Corporate Secretary

Plumas Bancorp
35 S. Lindan Avenue5525 Kietzke Lane, Suite 100
Quincy, CA 95971Reno, Nevada 89511

Executive Officers

The following table sets forth information concerning the executive officers of the Company and the Bank:

Executive Compensation

The following table sets forth information concerning the compensation earned by the Company’s President and Chief Executive Officer and the two other most highly compensated executive officers during 2020 (collectively, the “named executive officers.”)