DEF 14A of Oak Valley Bancorp
Filed Apr 29, 2026 · FY20250001437749-26-013894
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS
The Board of Directors
The Board of Directors The Board oversees our business and monitors the performance of management. In accordance with corporate governance principles, the Board does not involve itself in day-to-day operations. The directors keep themselves informed through, among other things, discussions with the Chief Executive Officer, other key executives and our principal outside advisors (legal counsel, outside auditors, and other consultants), by reading reports and other materials that we send them and by participating in Board and committee meetings. The Company’s Bylaws currently permit the number of Board members to range from eight (8) to fifteen (15), leaving the Board authority to fix the exact number of directors within that range. The Board has currently fixed the number of directors at twelve (12). In connection with the retirement of each of Mr. Danny L. Titus and Mr. Thomas A. Haidlen from the Board, the Board decreased the number of members of the Board to twelve (12), effective upon their departure on June 17, 2025. Directors Biographical information of our current directors, who are not executive officers and are not nominees for re-election, is set forth below: Donald L. Barton, 69, has been a director of the Bank since 2006 and of Oak Valley Bancorp since 2008. Mr. Barton is a past managing partner at GoldRiver Orchards, a local walnut processing operation which his family started in 2003. Mr. Barton is the past Chairman of the Board of Western Tree Nut Association, an organization that provides advocacy, training and consulting for the tree nut industry of California. Barton also serves as chairman of the California Walnut Handlers Coalition. Previously, he was Vice President Marketing at The Wornick Company, and President at Heidi’s Gourmet Desserts. Before that he had a number of managerial and executive positions in the food and agribusiness industries, including positions with Cargill and HJ Heinz. Mr. Barton is a Stanford graduate and earned his MBA from Santa Clara University. Mr. Barton is an Oakdale, California resident. Mr. Barton adds knowledge of the local economy to the Board. Daniel J. Leonard, 79, was appointed to fill a vacancy on the boards of the Bank and Oak Valley Bancorp in January 2012. Mr. Leonard is currently retired from Bronco Wine Company where he served as the President and Chief Executive Officer. Mr. Leonard was employed by Bronco Wine Company for over 38 years. He was also the President and Chief Executive Officer of Bivio Transport & Logistics Company, providing logistic solutions to the California agricultural industry. Previous to Bronco Wine Company, and Bivio Transport & Logistics Company, Mr. Leonard served as Vice President of Finance for Almaden Vineyards for 17 years. He has served on the Board of Directors for the Wine Institute, a voice for the California wine industry, for over 31 years. Mr. Leonard previously served on the Board of Opportunity Stanislaus, a local non-profit Economic Development Agency. He also serves as Chairman Emeritus of the Board of the Parent Resource Center, a Modesto, California non-profit organization, in which he has been involved for over 29 years. Mr. Leonard brings business and financial experience and additional business ties in our communities to Oak Valley Bancorp. James L. Gilbert, 81, has been a Director of the Bank since 1991 and of Oak Valley Bancorp since 2008. Mr. Gilbert has lived in Oakdale, California since 1946. Mr. Gilbert is an owner and executive of A.L. Gilbert Co., a feed and seed business that has been in Oakdale for over 130 years. Mr. Gilbert has been involved in the feed and seed business as well as retail feed stores and almond farming for approximately 50 years. Mr. Gilbert enhances the connection between the Board and our community. Erich A. Haidlen, 53, has been a director of the Bank and Oak Valley Bancorp since 2025. He has been employed with Haidlen Ford, Inc., a family-owned Ford dealership in Oakdale, California, since 1998 and currently serves as General Manager and President. From 1995 to 1998, prior to joining Haidlen Ford, he worked as a Financial Analyst at FMV Opinions, Inc., where he performed valuations of majority and minority interests in operating companies, partnerships, and intangible assets. He holds a B.A. in Economics from the University of California, Irvine, and is a 2002 graduate of the NADA Dealer Candidate Academy. Mr. Erich Haidlen is also a past President of the Oakdale Chamber of Commerce (2006–2007) and a former member of the Oakdale Economic Development Committee. Mr. Erich Haidlen brings valuable business and financial experience as well as an understanding of the local community. Mr. Erich Haidlen is the son of Mr. Thomas Haidlen, who retired from our Board as of June 17, 2025, and is a fifth-generation resident of Stanislaus County. H. Randolph Holder, 71, has been a director of the Bank and Oak Valley Bancorp since January 2016. Mr. Holder is the managing member of Holder Enterprises, LLC, a single family office, and President and CEO of Clarke Broadcasting Corp., which owned and operated KVML, KZSQ, and KKBN, Sonora’s local radio stations, from 1986 to 2026. In 2000, he launched the mymotherlode.com website and community portal. Holder resided in Sonora from 1986 to 1999 and currently maintains his home and commercial real estate in the community. He has been active in community affairs and is past President of the Tuolumne County Chamber of Commerce, the Economic Development Company of Tuolumne County, and a past Director of the Sonora Community Hospital Governing Board. Mr. Holder brings valuable business experience as well as an understanding of the local community. Janet S. Pelton, 71, has been a director of the Bank and Oak Valley Bancorp since June 2013. Ms. Pelton, a licensed certified public accountant since 1980, is a retired tax consultant and former tax partner from 1995 to 2022 and managing partner from 2003 to 2013, for Atherton & Associates, LLP, a full-service public accounting firm based in Modesto, California. She practiced in public accounting for over 40 years, providing income tax and estate tax planning and preparation services to individuals, partnerships and corporations. Ms. Pelton brings tax and accounting expertise to the Board. Gary J. Strong, 63, was appointed to the boards of the Bank and Oak Valley Bancorp in November 2021. Mr. Strong was CEO of the California Gold Country Region of the American Red Cross from 2015 to March 2023 and is currently retired. He led the Sierra Delta and Northern California Chapters, which include more than 2,000 volunteers and 40 employees who respond to nearly 800 local disasters each year and serve close to four million residents in 26 counties. Mr. Strong is a CPA (inactive) having previously served as a big four accounting firm audit manager (1983-1990), as Controller at the Los Angeles Times (1990-2005) and as SVP/Finance at the Sacramento Bee (2005-2015). He has also served on the board of directors of local American Red Cross chapters, the Sacramento Region Community Foundation, KVIE Public Television, Journalism Funding Partners, the Northern California Chapter of the National Association of Corporate Directors (NACD), and served on the local community advisory board of one of the largest banks in the nation. He currently resides in Granite Bay, California. Mr. Strong brings accounting experience to the board and a connection to the community through his non-profit background. Board Leadership Structure
The Board of Directors
The Board is committed to maintaining an independent Board, and for many years, a majority of the Board has been comprised of independent directors. It has further been the practice of the Company to separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company. The role of the Chairman is to preside at executive sessions of the independent directors, serve as principal liaison between the independent Directors and the Chief Executive Officer, work with the Chief Executive Officer to set and approve the schedule and agenda for meetings of our Board and its committees, and direct the retention of advisors and consultants who report directly to the Board. The Board believes that the separation of the duties of the Chief Executive Officer and the Chairman of the Board eliminates any inherent conflict of interest that may arise when the roles are combined, and that an independent director can best provide the necessary leadership and objectivity required as Chairman of the Board. Board Authority for Risk Oversight The Board has ultimate authority and responsibility for overseeing the risk management of the Company. The Board monitors, reviews and reacts to material enterprise risks identified by management. The Board receives specific reports from executive management on financial, credit, liquidity, interest rate, capital, operational, cyber security, legal compliance and reputation risks and the degree of exposure to those risks. The Board helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. Several Board committees are responsible for risk oversight in specific areas. The Audit Committee oversees financial, accounting and internal control risk management policies. The Audit Committee also approves the independent auditor and its annual audit plan. The Audit Committee reports periodically to the Board on the effectiveness of risk management processes in place and the overall risk assessment of the Company’s activities. The Compensation Committee assesses and monitors risks in the Company’s compensation program. The Loan Committee reviews risks in our lending activities. The Investment Committee periodically assesses the risks of our investment portfolio. Committees of the Board The Board delegates portions of its responsibilities to committees comprised of Board members. These standing committees of the Board meet at regular intervals to attend to their particular areas of responsibility. The Board has six (6) standing committees: the Nominating Committee, the Audit Committee, the Compensation Committee, the Loan Committee, the Investment Committee, and the CRA Committee. The Compensation, Audit, and Nominating Committee charters are available on our Internet website at www.ovcb.com, under the “About Us” tab in the “Investor Relations” section at the link for “Governance Documents.” Nominating Committee The Nominating Committee identifies individuals that are qualified to become Board members and makes recommendations to the full Board regarding candidates for election to the Board, leads the Board in an annual review of its performance, and recommends director appointments to Board committees. Subject to the standards required by applicable Nasdaq Stock Market listing rules, the Nominating Committee is comprised solely of independent directors of the Board. The Nominating Committee, consisting of nine (9) independent Directors, makes recommendations to the Board regarding the Board’s composition and structure, nominations for elections of Directors, and policies and processes regarding principles of corporate governance to ensure the Board’s compliance with its fiduciary duties to the Company and its shareholders. The Nominating Committee reviews the qualifications of, and recommends to the Board, candidates as additions, or to fill Board vacancies, if any were to occur during the year. The Nominating Committee determines the required selection criteria and qualifications of Director nominees based upon the Company’s needs at the time nominees are considered. In general, Directors are expected to possess the highest personal and professional ethics, integrity and values and be committed to representing the long-term interests of the Company’s shareholders. In addition to the foregoing considerations, the Nominating Committee considers criteria such as strength of character and leadership skills, general business acumen and experience, broad knowledge of the banking industry, number of other board seats, and willingness to commit the necessary time to ensure an active board whose members work well together and possess the collective knowledge and expertise required by the Board. The Nominating Committee considers these criteria for all candidates regardless of whether a candidate was identified by the Nominating Committee, by shareholders, or by any other source. The goal of the Nominating Committee is to seek to achieve a balance of knowledge and experience on the Company’s Board. To this end, the Nominating Committee seeks nominees with the highest professional and personal ethics and values, an understanding of the Company’s business and industry, diversity of business experience, expertise and backgrounds, a high level of education, broad-based business acumen and the ability to think strategically. The Nominating Committee ensures that the composition of the current Board reflects diversity of business experience, professional experience, skills, and complies with all applicable listing and state law requirements. Our Board and Nominating Committee are committed to actively seeking highly qualified candidates and individuals with diverse backgrounds and experience to include in the pool from which new candidates are selected. The Nominating Committee reviews the effectiveness of its charter in achieving the goals of the Nominating Committee as stated therein annually. The members of the Nominating Committee are Barton, Dickerson, Gilbert, Leonard, Lafferty, Pelton, Holder, Strong, and Withrow. Mr. Gilbert is the Chairman of the Nominating Committee. The Nominating Committee met three (3) times in fiscal 2025. The Board has determined that all members of the Nominating Committee are “independent” under the applicable rules and regulations of the Nasdaq Stock Market. Audit Committee
The Board of Directors
We have an Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). The Audit Committee assists the Board in fulfilling the Board’s responsibilities for general oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our internal audit function and independent auditors, and risk assessment and risk management. In addition, the Audit Committee reviews and discusses the annual audited financial statements with management and the independent auditors prior to finalizing and filing the Annual Report on Form 10-K with the SEC; reviews and discusses with management and the independent auditors any significant changes, significant deficiencies and material weaknesses regarding internal controls over financial reporting required by the Sarbanes-Oxley Act of 2002, oversees the internal audit function and the audits directed under its auspices, and establishes policies to ensure all non-audit services provided by the independent auditors are approved prior to work being performed. The Audit Committee also prepares the Audit Committee report for inclusion in the annual proxy statement; annually reviews the Audit Committee charter and the Audit Committee’s performance; appoints, evaluates and determines the compensation of our independent auditors; reviews and approves the scope of the annual audit, the audit fee and the financial statements; reviews our disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information and earnings guidance; oversees investigations into complaints concerning financial matters; and reviews other risks that may have a significant impact on our financial statements. The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from the Company to retain, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties. The members of the Audit Committee are Gilbert, Lafferty, Leonard, Pelton, Strong and Withrow. Ms. Pelton is the Chair of the Audit Committee. The Audit Committee held six (6) meetings during fiscal 2025. The Board has determined that all members of the Audit Committee are “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Stock Market Rules and Rule 10A-3(b)(1) promulgated under the Exchange Act. The Board has determined that Mr. Withrow and Ms. Pelton have: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal control over financial reporting; and (v) an understanding of audit committee functions. Therefore, the Board has determined that Mr. Withrow and Ms. Pelton each meet the definition of “audit committee financial expert” under the applicable rules and regulations of the SEC and are “financially sophisticated” as defined by the applicable rules and regulations of the Nasdaq Stock Market. The designation of a person as an audit committee financial expert does not result in the person being deemed an expert for any purpose, including under Section 11 of the Securities Act of 1933, as amended. The designation does not impose on the person any duties, obligations or liability greater than those imposed on any other audit committee member or any other director and does not affect the duties, obligations or liability of any other member of the Audit Committee or Board. In addition, all members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq Stock Market. The Audit Committee Report for 2025 appears on page 40 of this Proxy Statement. Compensation Committee The Compensation Committee establishes our compensation policy, determines the compensation paid to our executive officers and non-employee directors, recommends executive incentive compensation plans and equity-based plans and approves other compensation plans and retirement plans, and performs the various reviews required by the regulations enacted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Compensation Committee approves corporate goals related to the compensation of the executive officers, evaluates the executive officers’ performance and compensates the executive officers based on this evaluation. Barton, Dickerson, Gilbert, Lafferty, Leonard, Pelton, Holder, Strong, and Withrow are members of the Compensation Committee. Mr. Leonard is the Chair of the Compensation Committee. The Compensation Committee held two (2) meetings during fiscal 2025. The Board has determined that all members of the Compensation Committee are “independent” as that term is defined in Rule 5605(d)(2) of the Nasdaq Stock Market Rules, and the Compensation Committee consists solely of “independent directors” as defined in the Nasdaq Stock Market listing rules and Section 10C of the Exchange Act. Loan Committee The Loan Committee monitors the activities of our lending function utilizing information presented to it by management at regular meetings of the committee. This includes, but is not limited to, the review of trends in outstanding credit relationships, key quality measures, significant borrowing relationships, large problem loans, industry concentrations, all significant lending policies, and the adequacy of the allowance for loan losses. The Loan Committee also reviews lending-related reports from regulators, auditors, and internal personnel. Each member of the Board serves on the Loan Committee, and Ms. Lafferty is the Chair of the Loan Committee. The Loan Committee held twenty-three (23) meetings during fiscal 2025. Investment Committee The Investment Committee reviews, identifies and classifies our assets based on credit risk, in accordance with regulatory guidelines. The Investment Committee is also responsible for reviewing asset valuation and classification policies, as well as developing and monitoring asset disposition. In addition, the Investment Committee reviews and monitors the Company’s investment portfolio, liquidity position and the risk of our interest-earning assets in comparison to its interest-bearing liabilities. Barton, Courtney, Dickerson, Holder, Leonard, McCarty, Pelton, Strong and Haidlen serve on the Investment Committee, and Mr. Barton is the Chair of the Investment Committee. The Investment Committee held four (4) meetings during fiscal 2025. CRA Committee The CRA Committee is responsible for oversight of our performance under the requirements of the Federal Community Reinvestment Act of 1977 and similar state law requirements. Barton, Courtney, Dickerson, Gilbert, Haidlen, Lafferty, McCarty, and Withrow serve on the CRA Committee, and Ms. Dickerson is the Chair of the CRA Committee. The CRA Committee held four (4) meetings during fiscal 2025.
The Company Compensation Program
The Company Compensation Program Market Positioning and Pay Benchmarking The Compensation Committee considers the median compensation values of Northern California-based financial institutions that are similar in size to us in determining the compensation of the Chief Executive Officer and the other named executive officers. The data that the Compensation Committee considers are derived from reports from the California Bankers Association, prepared by Pearl Meyer & Partners, LLC (“Pearl Meyer”), a professional compensation consulting firm. These comparative survey data reports are used to benchmark executive compensation levels against banks that have executive positions with responsibilities similar in breadth and scope to ours and that compete with us for executive talent. For example, in 2025, our Compensation Committee reviewed the California Bankers Association report, which includes approximately 43 California banks. The Compensation Committee uses banks, each having assets between $1.4 billion and $3.0 billion with average assets of about $2.1 billion, as the bank’s peer group. In 2025, our Compensation Committee also engaged the services of Pearl Meyer to conduct a thorough review of our executive compensation for fairness. The results of the Pearl Meyers consultation in 2025 were used by the Compensation Committee to validate their determination of 2025 compensation and will be used for subsequent years. The Company did not engage the services of Pearl Meyer or any other firm for compensation consulting services during 2024. In the process of selecting Pearl Meyer as its compensation consultant, our Compensation Committee considered Pearl Meyer’s independence by taking into account the factors prescribed by the Nasdaq listing rules. Based on this evaluation, the Compensation Committee determined that no conflict of interest existed with respect to Pearl Meyer. Pearl Meyer did not provide any other services to the Company. With such information, the Compensation Committee reviewed and analyzed compensation for each executive and made adjustments as appropriate. The actual positioning of each named executive officer’s compensation was based on considerations of the executive’s performance, the performance of the Company and the individual business or corporate function for which the executive is responsible, the nature and importance of the position and role within the Company, the scope of the executive’s responsibility (including risk management and corporate strategic initiatives), and the individual’s success in promoting our core values and demonstrating leadership. Pay Mix We do not allocate between cash and non-cash compensation or short-term versus long-term compensation based on specific percentages. Instead, we believe that the compensation package for our executives should be generally in line with the prevailing market, consistent with each executive’s level of impact and responsibility. Chief Executive Officer Compensation Each year, the Compensation Committee meets with the other independent directors on our Board in an executive session to evaluate the performance of the Chief Executive Officer. In 2025, the Compensation Committee considered management’s continuing achievement of its short- and long-term goals versus its strategic objectives as well as financial targets. Emphasis was placed on performance factors of the Company’s business units and on personal performance goals established annually by the Compensation Committee. The Compensation Committee determined that the Chief Executive Officer’s base salary in 2025 was aligned with the Company’s compensation philosophy and is aligned with a comparable median salary of peer institutions.
Components of Named Executive Officer Compensation
Components of Named Executive Officer Compensation Base Salaries In accordance with our compensation objectives, salaries are set and administered to reflect the value of the position in the marketplace, the career experience of the individual, and the contribution and performance of the individual. The base salary of each named executive officer is determined annually by the Compensation Committee, in accordance with the Compensation Committee’s evaluation of the Company’s overall compensation programs and policies. Base salaries for our named executive officers are based on the scope of their responsibilities as well as review of competitive compensation data from peer institutions. For 2025, the Compensation Committee considered the pay practices of such institutions and data from the published compensation survey discussed above. In evaluation of the base salaries for the named executive officers, the Compensation Committee also considers the minimum, mid-range and maximum salaries paid to similarly situated positions at other comparable companies of our size in our geographic and market areas, as well as the performance levels of the named executive officer. In 2025, the Compensation Committee determined to increase the salaries of our named executive officers by 3.0%. The increases for executives in 2025 recognizes the Company’s financial performance and were based on data published in the California Bankers Association report, in addition to the Pearl Meyer consultation in 2025. The amount of base salary that each named executive officer earned in 2025 is reflected below in the Summary Compensation Table. Base salary drives the formula used to determine any annual bonus payable to named executive officers. Bonuses Traditionally, our annual incentive compensation opportunities for named executive officers are established by the Compensation Committee upon consideration of many factors, including, but not only limited to, their performance as compared against performance objectives. Our bonuses to named executive officers normally accrue quarterly based on the estimated annual financial metrics and corresponding annual bonuses reflected in the tables below, and are payable in the quarter immediately after the accrual, with any true-up occurring after the end of the fiscal year. The accrual of bonuses is typically calculated as a percent of salary. Such incentive levels are designed to provide for the achievement of threshold, target and maximum performance objectives. The financial metrics, performance objectives, and the formula for computing the performance bonus are established by the Compensation Committee early in each fiscal year. The bonus award opportunities are derived in part from comparative data and in part by the Compensation Committee’s judgment on internal equity of the positions, their relative value to the Company and the desire to maintain a consistent annual incentive target for the Chief Executive Officer and the other named executive officers. The 2025 bonus award opportunities assigned as a percentage of base salary are as follows:
Components of Named Executive Officer Compensation
The Compensation Committee receives recommendations from senior management for financial performance objective ranges. The “target” level generally equates to the approved financial plan. The “threshold” performance level is set below the target level. In making the determination of the threshold and target levels, the Compensation Committee considered specific circumstances anticipated to be encountered by the Company during the coming year. Generally, the Compensation Committee sets the threshold and target levels such that the relative difficulty of achieving the target level is consistent from year to year. The annual performance objectives for fiscal year 2025 are shown below:
Components of Named Executive Officer Compensation
| Position | Payout ($) | Percentage of Target | | Christopher M. Courtney Chief Executive Officer | 250,676 | 88.5% | | Richard A. McCarty President and Chief Operating Officer | 193,704 | 88.5% | | Michael J. Rodrigues Executive Vice President/Chief Credit Officer | 107,261 | 88.5% |
Components of Named Executive Officer Compensation
Equity-Based Compensation The Compensation Committee approves all awards under the 2018 Stock Plan and acts as the administrator of the 2018 Stock Plan. The Compensation Committee is responsible for determining equity grants to all staff members, including named executive officers, and in doing so considers past grants, corporate and individual performance, the individual title, role and responsibilities and the recommendations of our Chief Executive Officer for staff members other than himself. In 2025, the Compensation Committee granted 14,349 shares of restricted stock to our named executive officers as a group, under the 2018 Stock Plan, as set forth below, which vest 20% annually over five years beginning on February 28, 2026, subject to being a service provider through each vesting date, except in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. These stock awards will vest immediately upon retirement if the named executive officer is at retirement age.
Accounting Considerations
Accounting Considerations Accounting considerations play an important role in the design of our executive compensation program. Accounting rules require us to expense the fair value of restricted stock awards and the estimated fair value of our stock option grants, which reduces the amount of our reported profits. The Compensation Committee considers the amount of this expense when determining the amount of equity compensation to award.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal | | Salary | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Comp. | Total | | Position | Year | ($) (1) | ($) (2) | ($) (3) | ($) (4) | ($) | | Christopher M. Courtney | 2024 | 554,808 | 109,406 | 276,375 | 39,989 | 980,578 | | Chief Executive Officer | 2025 | 566,500 | 202,132 | 250,676 | 46,111 | 1,065,419 | | Richard A. McCarty | 2024 | 445,192 | 82,066 | 213,562 | 44,785 | 785,605 | | President and Chief Operating Officer | 2025 | 456,548 | 156,194 | 193,704 | 49,415 | 855,861 | | Michael J. Rodrigues | 2024 | 357,714 | 151,102 | 118,257 | 70,942 | 698,015 | | Executive Vice President/ Chief Credit Officer | 2025 | 352,377 | 30,102 | 107,261 | 76,381 | 566,121 |
Summary Compensation Table
| (1) Includes base salary plus cash paid in lieu of accrued vacation. |
Summary Compensation Table
| (2) Represents the grant date fair value of restricted stock awards granted during the fiscal year, as calculated in accordance with FASB ASC Topic 718, by multiplying the closing price of our stock on the trading day prior to the grant date by the number of shares granted. |
Summary Compensation Table
| (3) For more information on Non-Equity Incentive Plan Compensation, see “Bonuses” section above. |
Summary Compensation Table
| (4) Includes the following for each named executive: |
Summary Compensation Table
| | Economic | | Accrual for | | | | | Value of Death | 401(k) Plan | Salary | Perquisites- | Cash Dividends | | | Benefit of Life | Company | Continuation | Golf Membership | On Unvested | | | Insurance for | Matching | Agreement | Dues and Auto | Restricted | | | Beneficiaries ($) | Contributions ($) | Benefits ($) | Allowance ($) | Stock Awards ($) | | Christopher M. Courtney | 1,333 | 26,028 | — | 10,212 | 8,538 | | Richard A. McCarty | 621 | 23,250 | — | 19,310 | 6,234 | | Michael J. Rodrigues | 1,425 | 23,250 | 41,707 | 5,100 | 4,899 |
Summary Compensation Table
The economic value of the death benefit amounts shown above reflects the annual income imputed to each executive in connection with Company-owned split-dollar life insurance policies for which the Company has fully paid the applicable premiums. These policies are discussed under the sections of this Proxy Statement titled “Salary Continuation Agreements”. The amounts shown above in the “Accrual for Salary Continuation Agreement Benefits” column represent the executive salary continuation plan accrual from January 1, 2025 to December 31, 2025. The amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements and include amounts which the named executive officer may not currently be entitled to receive because such amounts are not vested. The assumptions used in the calculation of these amounts are described in Note 17 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2026.
Outstanding Equity Awards
Outstanding Equity Awards The following table shows the number of Company unvested shares of restricted common stock held by the Company’s named executive officers as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| Option Awards | | | | | | Stock Awards | | | | | | | | | | | | | Equity | Equity | | | | | | | | | | Incentive | Incentive | | | | | | | | | | Plan | Plan | | | | | | | | | | Awards: | Awards: | | | | | | | | | | Number | Market or | | | | | | | | Number | Market | of | Payout | | | | | Equity | | | of | Value of | Unearned | Value of | | | | | Incentive | | | Shares | Shares | Shares, | Unearned | | | | | Plan | | | or | or | Units or | Shares, | | | | | Awards: | | | Units of | Units of | Other | Units or | | | Number of | Number of | Number of | | | Stock | Stock | Rights | Other | | | Securities | Securities | Securities | | | That | That | That | Rights | | | Underlying | Underlying | Underlying | Options | | Have | Have | Have | That Have | | | Unexercised | Unexercised | Unexercised | Exercise | Options | Not | Not | Not | Not | | | Options (#) | Options (#) | Unearned | Price | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | Options (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g)(1) | (h)(2) | (i) | (j) | | Christopher M. Courtney | | | | | | 15,391 | 478,886 | | | | Richard A. McCarty | | | | | | 11,844 | 356,031 | | | | Michael J. Rodrigues | | | | | | 7,592 | 228,216 | | |
Outstanding Equity Awards at Fiscal Year End
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Outstanding Equity Awards at Fiscal Year End
| (1) The restricted stock awards vest 20% annually over five years, subject to being a service provider through each vesting date, except in certain circumstances as described below in “Potential Payments Upon Termination or Change in Control”. |
Outstanding Equity Awards at Fiscal Year End
| | Vesting Dates | | | | | | | Name | 2/28/2026 | 2/28/2027 | 2/28/2028 | 2/28/2029 | 2/28/2030 | Total Unvested shares at 12/31/2025 | | Christopher M. Courtney | 4,870 | 4,023 | 3,144 | 2,399 | 1,495 | 15,931 | | Richard A. McCarty | 3,543 | 2,954 | 2,358 | 1,835 | 1,154 | 11,844 | | Michael J. Rodrigues | 2,246 | 1,954 | 1,692 | 1,476 | 224 | 7,592 | | | 10,659 | 8,931 | 7,194 | 5,710 | 2,873 | 35,367 |
Outstanding Equity Awards at Fiscal Year End
| (2) The market values of the restricted stock awards are calculated by multiplying the number of restricted shares shown in the table by $30.06, the closing price of our shares of our common stock on December 31, 2025, the last trading day of fiscal 2025. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Salary Continuation Agreements See discussion of salary continuation agreements above in section title “Components of Executive Compensation”. 2018 Equity Plan In addition, except as set forth in an award agreement, the 2018 Equity Plan provides that if the Company is not the surviving corporation following a change in control, and the surviving corporation following such change in control or the acquiring corporation (such surviving corporation or acquiring corporation, the “acquirer”) does not assume the outstanding awards or does not substitute equivalent equity awards relating to the securities of such acquirer or its affiliates for such awards, then each award will fully vest and terminate upon the effective time of the change in control. Except as set forth in an award agreement, if the Company is the surviving corporation following a change in control, or the acquirer assumes the outstanding awards or substitutes equivalent equity awards relating to the securities of such acquirer or its affiliates for such awards, then all such awards or substituted awards will remain outstanding and will be governed by their respective terms and the provisions of the 2018 Equity Plan. In addition, if (i) a participant’s status as a service provider is terminated without cause within 24 months following a change in control, and (ii) the Company is the surviving corporation following such change in control, or the acquirer assumes the outstanding awards or substitutes equivalent equity awards or such awards, then each award held by the participant will fully vest and terminate upon the related event. Finally, if a named executive officer reaches the Normal Retirement Age and retires, his or her restricted stock will fully vest upon retirement pursuant to the terms of his restricted stock award agreement. The table below sets forth the amounts that the named executive officers would receive in the event of (a) the retirement of the named executive officer, (b) early termination of the named executive officer or (c) the change in control of the Company, that in each case hypothetically occurred on December 31, 2025, as provided for under each named executive officer’s Salary Continuation Agreement, and the 2018 Equity Plan.
Potential Payments Upon Termination or Change in Control
| Name | Retirement ($) | Early Termination (Other than for Cause) ($) | Change in Control Where Equity Awards are Not Assumed and There is a Qualifying Termination of Employment ($) (1) | Change in Control Where Equity Awards are Assumed and There is a Qualifying Termination of Employment ($) (1) | | Christopher M. Courtney | 1,560,000 | 1,301,453 | 1,560,000 | 2,038,886 | | Richard A. McCarty | 1,200,000 | 999,520 | 1,200,000 | 1,556,031 | | Michael J. Rodrigues | 916,875 | 388,735 | 916,875 | 1,145,091 |
Potential Payments Upon Termination or Change in Control
| (1) A qualifying termination is defined as a separation of service within 24 months of a change in control for any reason other than death. |
CEO Pay Ratio
CEO Pay Ratio For 2025, our Company qualified as a “smaller reporting company” and therefore, we are not required to provide any pay ratio disclosure.
Pay Versus Performance
Pay Versus Performance The following table presents information regarding our executive compensation pay relative to corporate performance of our principal executive officer (“PEO”), Mr. Courtney, and non‐PEO named executive officers (“Non-PEO NEOs”) for 2023, 2024 and 2025.
Pay Versus Performance
| Pay Versus Performance | | | | | | | | Year | Summary Compensation Table Total For PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total For non-PEO Named Executive Officers (1) ($) | Average Compensation Actually Paid to non-PEO Named Executive Officers (1) (2) ($) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return (3) ($) | Net Income ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | 908,283 | 996,245 | 617,988 | 662,493 | 133.80 | 30,848,000 | | 2024 | 980,578 | 975,544 | 681,485 | 691,909 | 132.96 | 24,948,000 | | 2025 | 1,065,419 | 1,087,309 | 710,991 | 721,503 | 139.60 | 23,913,000 |
Pay Versus Performance
_________________________
Pay Versus Performance
| 1. | The Non-PEO named executive officers for each applicable year include the following individuals: Richard A. McCarty and Michael J. Rodrigues. |
Pay Versus Performance
| 2. | The dollar amounts reported represent the “compensation actually paid”, or “CAP”, to the PEO and the Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO or the Non-PEO NEOs, respectively, during the applicable year. To calculate CAP for the PEO and average CAP for the Non-PEO NEOs, the following amounts were deducted from and added to Summary Compensation Table total compensation: |
Pay Versus Performance
| PEO SCT Total to CAP Reconciliation | | | | | | | | Year | SCT-PEO ($) | Fair Value of Equity Awards Granted in the Year ($) | Fair Value of Equity Awards Granted in the Year at year- end ($) | Change during fiscal year in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | CAP ($) | | 2023 | 908,283 | (101,633) | 111,294 | 60,291 | 18,010 | 996,245 | | 2024 | 980,578 | (109,406) | 132,620 | (5,596) | (22,652) | 975,544 | | 2025 | 1,065,419 | (200,564) | 224,458 | 6,856 | (8,860) | 1,087,309 |
Pay Versus Performance
| Average Non-PEO NEOs SCT Total to CAP Reconciliation | | | | | | | | Year | SCT-NEO ($) | Fair Value of Equity Awards Granted in the Year ($) | Fair Value of Equity Awards Granted in the Year at year end ($) | Change during fiscal year in Fair Value of Outstanding Unvested Equity Awards Granted in Prior Years ($) | Change in Fair Value from Prior Year-end to Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($) | CAP ($) | | 2023 | 617,988 | (50,789) | 55,617 | 30,456 | 9,221 | 662,493 | | 2024 | 681,485 | (116,584) | 141,321 | (2,805) | (11,508) | 691,909 | | 2025 | 710,991 | (92,425) | 103,436 | 5,084 | (5,583) | 721,503 |
Pay Versus Performance
| 3. | Represents the cumulative three-year total return to shareholders of our common stock and assumes that the value of the investment was $100 on December 31, 2022, and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance. |
Pay Versus Performance
The following graphs show the relationship between the compensation actually paid to our PEO and the average of the compensation actually paid to our other named executive officers to our total shareholder and net income over three most recently completed fiscal years.
Director Compensation
Director Compensation This section provides information regarding the compensation policies for non-employee directors and amounts paid to these directors in 2025. Overview Our director compensation is designed to attract and retain qualified, independent directors to represent our shareholders on the Board and act in their best interests. The Compensation Committee, which consists solely of independent directors, has primary responsibility for reviewing and recommending any changes to our director compensation program. All recommended compensation changes required approval or ratification by the full Board. Compensation for the members of our Board is reviewed periodically by the Compensation Committee. Our Board includes two Company officers: Mr. Christopher M. Courtney, who serves as the Chief Executive Officer of the Company, and Mr. Richard A. McCarty, who serves as the President and Chief Operating Officer. As named executive officers, information regarding the compensation of Mr. Courtney and Mr. McCarty can be found in the “Executive Compensation Discussion and Analysis” and the executive compensation disclosure tables provided within this Proxy Statement. Director Fees In 2025, non-employee Directors received a cash retainer in the amount of $6,000 per month. Directors who are employees do not receive any compensation for service as director. The following table provides compensation information for the year ended December 31, 2025 for each non-employee Director of the Company during the last completed fiscal year.
Director Compensation Table
Director Compensation Table
Director Compensation Table
| | Fees Earned or Paid in Cash | Stock Awards | Option Awards | Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Name | ($) | ($) (1) | ($) (1) | ($) | ($) (2) | ($) | | Donald L. Barton | 72,000 | — | — | — | 7,974 | 79,974 | | Lynn R. Dickerson | 72,000 | — | — | — | 11,059 | 83,059 | | James L. Gilbert | 72,000 | — | — | — | 1124 | 73,124 | | Thomas A. Haidlen(3) | 36,000 | — | — | — | 3,093 | 39,093 | | Erich A. Haidlen(4) | 42,000 | — | — | — | — | 42,000 | | H. Randolph Holder | 72,000 | — | — | — | 13,018 | 85,018 | | Allison C. Lafferty | 72,000 | — | — | — | 1821 | 73,821 | | Daniel J. Leonard | 72,000 | — | — | — | 1,030 | 73,030 | | Janet S. Pelton | 72,000 | — | — | — | 11,066 | 83,066 | | Gary Strong | 72,000 | — | — | — | 6,985 | 78,985 | | Danny L. Titus(5) | 36,000 | — | — | — | 1,139 | 37,139 | | Terrance P. Withrow | 72,000 | — | — | — | 6,585 | 78,585 |
Director Compensation Table
| 1. | None of the independent directors were granted any stock options during 2025. As of December 31, 2025, there were no directors that held outstanding, fully exercisable stock options to purchase common stock. In 2025, none of the independent directors were granted shares of restricted stock. As of December 31, 2025, H. Randolph Holder held 3,000 shares of restricted stock and Lynn R. Dickerson held 3,000 shares of restricted stock. |
Director Compensation Table
| 2. | The amounts include the director retirement agreements accrual from January 1, 2025 to December 31, 2025. The amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s consolidated financial statements and include amounts that the director may not currently be entitled to receive because such amounts are not vested. Assumptions used in the calculation of these amounts are included in Note 17 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2026. The amounts also include the economic value of the annual income imputed to each director in connection with Company-owned split-dollar life insurance policies for which the Company has fully paid the applicable premiums. |
Director Compensation Table
| 3. | Thomas A. Haidlen retired as a director of our Board, effective June 17, 2025. |
Director Compensation Table
| 4. | Erich A. Haidlen was elected to our Board at our 2025 Annual Meeting of Shareholders held on June 17, 2025. |
Director Compensation Table
| 5. | Danny L. Titus retired as a director of our Board, effective June 17, 2025 |
Director Compensation Table
Director Retirement Agreements; Bank-Owned Life Insurance Policies On August 21, 2001, the Board of the Bank authorized Director Retirement Agreements with each director. The Company assumed the Director Retirement Agreements upon its reorganization with the Bank in May 2008, as the same individuals who served as directors of the bank became directors of the Company. As of December 31, 2025, Messrs. Dickerson, Leonard, Withrow, Holder, Strong, Ms. Lafferty and Ms. Pelton were also parties to Director Retirement Agreements with the Company. The Director Retirement Agreements are intended to encourage existing directors to remain directors, assuring us that we will have the benefit of the directors’ experience and guidance in the years ahead. For retirement after the later of age 72 or ten (10) years of service (the “Normal Retirement Age”), the Director Retirement Agreements provide for an annual benefit during the director’s lifetime of $12,000 for 10 years. If a director retires or becomes disabled before the Normal Retirement Age, he will receive a lump-sum payment in an amount equal to the retirement liability balance accrued by the Bank at the time of early retirement or disability. If a change in control occurs (as defined in the Director Retirement Agreements) and a director’s service terminates within 24 months after the change in control, the director will receive the retirement liability balance accrued and payable to the director for retirement at the Normal Retirement Age. The Bank has purchased insurance policies on the lives of its current directors, paying the premiums for these insurance policies with single premium payments totaling approximately $5,247,000 in aggregate. Although the Bank expects the policies on the directors’ lives to serve as a source of funds for benefits payable under the Director Retirement Agreements, the contractual entitlements arising under the Director Retirement Agreements are not funded and remain contractual liabilities of the Bank, payable upon each director’s termination of service. The policy interests are divided between us and each director. Under the Bank’s Split-Dollar Agreements and Split Dollar Policy endorsements with the directors, we are entitled to any insurance policy death benefits remaining after payment to the director’s beneficiary. We expect to recover the premium in full from the Bank’s portion of the policies’ death benefits. If a director is terminated for cause, we will not pay any benefits under his Director Retirement Agreement. For this purpose, the term “cause” means a director’s gross negligence or gross neglect of duties, fraud, disloyalty, dishonesty or willful violation of law or significant Company policies in connection with the director’s service that results in an adverse effect on us.
ELECTION OF DIRECTORS OF THE COMPANY
ELECTION OF DIRECTORS OF THE COMPANY The Board proposes that the following four (4) director nominees be elected to the Board for a term running until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a Director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board. Unless you indicate on the proxy card that your vote should be withheld from any or all of the nominees, your valid proxies will be voted for the election of each of these nominees. The following is a brief account of the business experience, including experience during the past five years, of each nominee. Christopher M. Courtney, 63, has been the Bank and Oak Valley Bancorp’s Chief Executive Officer and Director since July 2013 and 2004, respectively. He served as President from 2004 to January 1, 2022, when the title was transferred to Richard McCarty. Previously, Mr. Courtney has served as the Bank’s Chief Credit Officer and Chief Operating Officer since 1999 and 2000, respectively. Mr. Courtney has over 39 years of diverse banking experience, joining Oak Valley Community Bank in 1996, as a lender, after working for a major bank, a mid-size bank and a small community bank. He graduated from the Wells Fargo Bank Credit Training Program in 1989. Mr. Courtney has a B.S. in Finance and an MBA from California State University, Sacramento. He is also a graduate of the Pacific Coast Banking School at the University of Washington. Mr. Courtney adds banking and operations experience to the Board. Lynn R. Dickerson, 68, joined the Board in January 2021. She was the CEO of the Gallo Center for the Arts from 2009 to 2021. Her twelve-year tenure was marked with operational excellence and tremendous community support. Prior to joining the Gallo Center, Ms. Dickerson had a successful 29-year career in the newspaper industry, serving as Publisher & President of The Modesto Bee and subsequently as Vice President of Operations for The McClatchy Company where she oversaw 11 of their 30 newspapers throughout the country. Ms. Dickerson is the past Board Chair for the Downtown Modesto Partnership, past President of Modesto Rotary Club and has served on many local boards and committees. She is a native Texan and a graduate of Texas A&M University where she earned a degree in Marketing. Ms. Dickerson is a Stanislaus County resident. Ms. Dickerson adds knowledge of our local business markets and promotes community engagement. Allison Cherry Lafferty, 51, was appointed to the boards of the Bank and Oak Valley Bancorp in October 2017. Ms. Lafferty is President and Managing Shareholder at Kroloff, Belcher, Smart, Perry & Christopherson, a Professional Law Corporation. She has been with the firm since 1999, owner since 2006, and served as Managing Shareholder since 2014. She is experienced in all phases of litigation. Her practice focuses on commercial, real estate, product liability, and construction litigation. Ms. Lafferty earned her Juris Doctorate from the University of the Pacific, McGeorge School of Law in Sacramento. She has previously served as a member of the California State Bar Business Law Section, Agribusiness Committee, and previously served as a board member of the Stockton Arts Commission and Stockton Civic Theatre. Ms. Lafferty is a San Joaquin County resident and brings legal and business transactions expertise to the Board. Terrance P. Withrow, 66, was appointed to fill a vacancy on the boards of the Bank and Oak Valley Bancorp in November 2013. Mr. Withrow, a licensed certified public accountant since 1984, has served as Managing Partner of Withrow & Baggett, LLP, a full-service public accounting firm based in Modesto, California, since 2005. Mr. Withrow is a current member of the California Society of CPAs and has served as a Stanislaus County Supervisor for District 3 since 2011. Mr. Withrow is also an almond and grape farmer. Mr. Withrow enhances the connection between the Board and our community along with bringing accounting expertise to the Board. The Board of the Company is divided into three classes, designated Class I, Class II and Class III. Each class consists of one-third of the directors or as close an approximation as possible. Each director in each class is elected for a term running until the third annual meeting next succeeding his or her election, until his or her successor shall have been duly elected and qualified. Accordingly, each nominee director, if elected, will hold office as follows until his or her successor is duly elected and qualified for the following terms:
ELECTION OF DIRECTORS OF THE COMPANY
| Nominee | | Expiration of Term | | Christopher M. | Courtney | 2029 (1) | | Lynn R. | Dickerson | 2029 (1) | | Allison C. | Lafferty | 2029 (1) | | Terrance P. | Withrow | 2029 (1) |
ELECTION OF DIRECTORS OF THE COMPANY
| Directors Continuing in Office | | Expiration of Term | | Donald L. | Barton | 2027 | | Erich A. | Haidlen | 2027 | | Daniel J. | Leonard | 2027 | | Richard A. | McCarty | 2027 | | James L. | Gilbert | 2028 | | H. Randolph | Holder | 2028 | | Janet S. | Pelton | 2028 | | Gary J. | Strong | 2028 |
ELECTION OF DIRECTORS OF THE COMPANY
| (1) If elected at the Annual Meeting. |
ELECTION OF DIRECTORS OF THE COMPANY
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES AS DIRECTORS. ONLY THOSE VOTES CAST “FOR” ARE COUNTED, WHILE “WITHHOLD” VOTES HAVE NO EFFECT IN THE ELECTION OF DIRECTORS.