Allison C. Lafferty
About Allison C. Lafferty
Allison Cherry Lafferty, 50, has served on the boards of Oak Valley Bancorp and Oak Valley Community Bank since October 2017; her current Class II term runs through the 2026 annual meeting. She is President and Managing Shareholder at Kroloff, Belcher, Smart, Perry & Christopherson, where she has practiced since 1999 (owner since 2006; Managing Partner since 2014), with a JD from the University of the Pacific, McGeorge School of Law, and expertise spanning commercial, real estate, product liability, and construction litigation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kroloff, Belcher, Smart, Perry & Christopherson | President & Managing Shareholder (Managing Partner since 2014; owner since 2006) | 1999–present | Leads litigation practice; business/legal transactions expertise brought to OVLY board |
| California State Bar, Business Law Section | Member, Agribusiness Committee | Not specified | Industry/legal subject matter engagement |
| Stockton Arts Commission | Board Member (prior service) | Not specified | Community engagement and governance experience |
| Stockton Civic Theatre | Board Member (prior service) | Not specified | Community engagement and governance experience |
External Roles
| Organization | Capacity | Status |
|---|---|---|
| Public company boards (other than OVLY) | Director/Committee roles | None disclosed in OVLY’s proxy biography |
Board Governance
- Independence: The board determined Lafferty is independent under Nasdaq rules; only the CEO, President/COO, and Thomas A. Haidlen (related-party transactions) are non-independent .
- Years of service: Director since October 2017; continuing Class II director with term expiring 2026 .
- Committee assignments and chairs (2024 activity levels):
- Audit Committee (7 meetings) – Member; Chair: Janet S. Pelton; all members independent .
- Compensation Committee (2 meetings) – Member; Chair: Daniel J. Leonard; all members independent .
- Nominating Committee (2 meetings) – Member; Chair: James L. Gilbert; all members independent .
- Loan Committee (23 meetings) – Member (all directors serve); Chair: H. Randolph Holder .
- Community Reinvestment Act (CRA) Committee (4 meetings) – Member; Chair: Lynn R. Dickerson .
- Investment Committee – Not listed as a member (committee members named exclude Lafferty) .
- Attendance: In 2024, each incumbent director attended at least 75% of board and assigned committee meetings; all 13 directors attended the 2024 annual meeting .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $36,000 | Non-employee directors received $3,000 per month . |
| All Other Compensation | $1,684 | Includes director retirement agreement accruals and split-dollar life insurance imputed income; amounts may be unvested . |
| Stock awards | $0 | No independent directors granted restricted stock in 2024 . |
| Option awards | $0 | No options granted; no directors held outstanding exercisable options at 12/31/2024 . |
| Total | $37,684 | Sum of the above . |
Additional fixed/retirement benefits:
- Director Retirement Agreements: Upon retirement at the later of age 72 or 10 years of service, an annual benefit of $12,000 for 10 years; early retirement/disability yields a lump-sum equal to accrued liability; change-in-control termination within 24 months pays accrued retirement liability. Lafferty is a party to a Director Retirement Agreement .
Performance Compensation
| Element | 2024 Treatment | Performance Metrics / Vesting |
|---|---|---|
| Equity grants (RSUs/PSUs) | None granted to independent directors in 2024 | N/A (no director equity grants in 2024) . |
| Stock options | None granted; none outstanding | N/A . |
OVLY’s 2024 non-employee director pay program was cash-retainer only; no at-risk, performance-linked director equity was granted in 2024 .
Other Directorships & Interlocks
| Person | External Public Boards | Interlocks/Notes |
|---|---|---|
| Allison C. Lafferty | None disclosed | Serves on OVLY Compensation Committee; proxy identifies no interlocks and lists non-independent directors (excludes Lafferty) . |
Expertise & Qualifications
- Legal and litigation expertise across commercial, real estate, product liability, and construction; brings legal and business transactions expertise to the board .
- Audit Committee service without “audit committee financial expert” designation (designation applies to Pelton and Withrow) .
- Community/regulatory engagement via CRA Committee .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 6,331 shares (0.08% of 8,382,062 shares outstanding as of 3/31/2025) . |
| Direct vs. indirect | Includes 2,400 shares held indirectly in spouse’s retirement account . |
| Vested/unvested shares | No restricted stock listed for Lafferty as of 12/31/2024; only Holder and Dickerson held 4,000 restricted shares each . |
| Options (exercisable/unexercisable) | None outstanding as of 12/31/2024 . |
| Pledging | Not disclosed in extracted sections. |
| Ownership guidelines | Bylaws require each director to hold OVLY common stock; no fixed target amount set . |
Governance Assessment
- Strengths:
- Independent director with multi-committee workload (Audit, Compensation, Nominating, Loan, CRA), indicating active governance engagement .
- Board-wide attendance compliance (≥75%) and full annual meeting participation in 2024 support engagement .
- No 2024 director equity grants or options reduce pay-related conflicts; compensation modest and transparent via monthly cash retainer .
- Potential watch items:
- Director Retirement Agreements (legacy plan) add deferred benefits and split-dollar life insurance imputed income; while common at community banks, investors often scrutinize entrenchment risk and non-performance-linked director benefits .
- Ownership alignment is positive but small in percentage terms (0.08%); with no director equity grants in 2024, future alignment relies on personal share accumulation given no fixed guideline target .
- Independence/Conflicts:
- Board affirmed Lafferty’s independence after reviewing potential transactions; only the CEO, President/COO, and Thomas A. Haidlen were classified non-independent due to related-party considerations detailed elsewhere in the proxy .
- Note: OVLY discloses that Lafferty and the CEO are trustees for certain plan shares (401(k) plan) excluded from beneficial ownership totals; this is administrative/trust capacity and not beneficial ownership .
Appendix: Board Voting and Say-on-Pay Cadence (Context)
- 2024 Annual Meeting vote results (director slate; Lafferty not up for election in 2024): For example, Richard A. McCarty received 4,523,697 votes for, 42,967 withheld (non-votes 1,760,433). Auditor ratification passed with 6,285,594 for .
- Say-on-pay frequency: 2025 proxy proposes a non-binding say-on-pay and recommends triennial frequency; next say-on-pay expected at 2028 annual meeting .