Cathy Ghan
About Cathy Ghan
Executive Vice President, Commercial Real Estate Group at Oak Valley Bancorp; age 65; joined Oak Valley Community Bank in 2007 to build and lead the Commercial Real Estate (CRE) group; promoted to EVP in 2021; B.S. in Organizational Behavior from the University of San Francisco. Company performance context: 2024 ROA was 1.35% and net income was $24.948 million, with loan growth of 8.8% and core deposit growth down 1.0%; company TSR for a hypothetical $100 invested on 12/31/2021 measured $175.87 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank | EVP, Commercial Real Estate Group | 2021–present | Leads CRE lending; focused on business development, centralized CRE portfolio management, construction loan oversight, and third‑party property services (appraisal, environmental, inspections) . |
| Oak Valley Community Bank | SVP, Commercial Real Estate Group | 2007–2021 | Established and grew the CRE group; institutionalized portfolio centralization and construction management practices . |
Fixed Compensation
- Cathy Ghan is not disclosed as a Named Executive Officer (NEO) in 2024; base salary, bonus targets and payouts are not itemized in the proxy .
Performance Compensation
Company incentive framework (applies to NEOs; indicative of executive pay philosophy)
| Category | Weight | 2024 Financial Metrics | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|---|
| Profitability | 70% | Return on Assets | 1.00% | 1.25% | 1.35% | 1.35% |
| Profitability | 70% | Net Income ($000) | $18,250 | $23,250 | $25,250 | $24,948 |
| Growth | 10% | Core Deposit Growth | 3% | 6% | 8% | –1.0% |
| Growth | 10% | Loan Growth | 3% | 6% | 8% | 8.8% |
| Risk-Management | 20% | Nonperforming Assets to Equity | <2.75% | <1.5% | <1.0% | 0.0% |
- These metrics yielded 100.5% of target bonus for NEOs in 2024; while individual payouts for Ghan are not disclosed, this framework informs the performance orientation across senior executives .
Restricted stock awards to Cathy Ghan (service-vesting)
| Grant Date | Shares Granted | Vesting Terms |
|---|---|---|
| 2024-02-28 | 6,262 | Company stock plan restricted awards generally vest 20% annually over five years beginning 2/28/2025; restricted stock vests immediately upon retirement at “Normal Retirement Age” per award/plan terms . |
| 2025-02-28 | 1,112 | Same plan mechanics as above (service-vesting; retirement acceleration per plan) . |
Tax withholding surrenders (Form 4 entries)
| Date | Shares Surrendered | Context |
|---|---|---|
| 2024-02-28 | 166 | Shares surrendered to cover taxes upon vesting . |
| 2025-02-28 | 709 | Shares surrendered to cover taxes upon vesting . |
Equity Ownership & Alignment
- Beneficial ownership: Not individually itemized for Ghan in the 2025 ownership table; aggregate group ownership and certain insiders/directors are disclosed, but not Ghan’s total position or % of shares outstanding .
- Ownership mechanics: Restricted equity vests 20% annually over five years; full acceleration at retirement; double-trigger change‑of‑control vesting applies when employment is terminated without cause within 24 months post‑CIC and the acquirer assumes awards; if awards are not assumed, they fully vest at CIC .
- Hedging/derivatives: Executives are prohibited from short selling, trading publicly traded options, or entering hedging/derivative arrangements in company stock .
- Pledging: No pledging disclosure identified for Ghan; no pledging policy disclosure found for executives in the proxy (no pledging references found via search in the proxy).
Employment Terms
- Employment agreement: No employment agreement, severance multiples, or non‑compete/non‑solicit terms disclosed for Ghan in the proxy; CEO/President/EVP Credit Officer are covered by salary continuation or specific agreements, but none are identified for Ghan .
- Equity plan change‑of‑control: Awards fully vest at CIC if not assumed; if assumed, full vesting occurs upon qualifying termination within 24 months post‑CIC; retirement triggers full vesting of restricted stock .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100) | $132.27 | $176.97 | $175.87 |
| Net Income ($000) | $22,902 | $30,848 | $24,948 |
- Role impact: Ghan has led the bank’s CRE franchise since 2007, centralizing portfolio management and formalizing construction loan oversight and third‑party property services—core execution responsibilities that underpin credit quality and growth in CRE lending .
Governance & Shareholder Feedback
- Say‑on‑pay: Last advisory vote on executive compensation passed with 97% approval in 2022; the next say‑on‑pay vote is at the 2025 annual meeting (on a triennial cadence thereafter) .
- Compensation benchmarking: The Compensation Committee benchmarks executive pay to Northern California banks with assets ~$1.4–$3.0B (average ~$2.1B) using California Bankers Association/Pearl Meyer survey data .
Investment Implications
- Alignment: Ghan’s compensation is equity‑heavy via restricted stock that vests over five years and accelerates at retirement, which fosters retention and long‑term alignment with shareholders; hedging/derivative prohibitions further tighten alignment .
- Vesting cadence and trading signals: Expect annual vesting around late February (e.g., 2/28), historically accompanied by small share surrenders to satisfy withholding (e.g., 166 shares in 2024 and 709 in 2025); this can create minor, predictable insider selling pressure around vest dates but is administrative rather than discretionary selling .
- Retention/contract risk: No disclosed severance protections or salary continuation for Ghan; retention relies on ongoing equity vesting rather than contractual severance economics, pointing to moderate retention risk mitigated by the vesting runway .
- Pay-for-performance culture: Company‑level incentives emphasize profitability (ROA, net income) with growth and risk management metrics—consistent with community bank value creation; however, 2024 core deposit growth was negative, while ROA and loan growth met/exceeded targets, highlighting a mixed funding backdrop to monitor for CRE portfolios .
- Governance comfort: Strong shareholder support for executive pay programs and clear anti‑hedging rules; absence of pledging disclosures reduces a common red flag; lack of explicit executive ownership guidelines for officers (directors encouraged to hold stock, but no fixed target disclosed) is a neutral point to monitor .