Christopher M. Courtney
About Christopher M. Courtney
Christopher M. Courtney is Chief Executive Officer of Oak Valley Bancorp and Oak Valley Community Bank (OVLY) since July 2013, and has served as a director since January 2007; he previously held roles as President (2004–2021), Chief Operating Officer (2000), and Chief Credit Officer (1999) after joining the bank in 1996 as a lender . He holds a B.S. in Finance and an MBA from California State University, Sacramento, is a graduate of the Wells Fargo Credit Training Program (1989) and the Pacific Coast Banking School at the University of Washington . As of the 2023 proxy, he was age 60, reflecting over 30 years of banking experience with tenure at OVLY since 1996 . Pay-versus-performance disclosures show total shareholder return (TSR) values of $132.27, $176.97 and $175.87 for a $100 investment over 2022–2024, while net income was $22.9M, $30.8M and $24.9M respectively, framing the incentive context during his recent performance period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank | President | 2004–2021 | Led operations and growth; transitioned President title to Rick McCarty on Jan 1, 2022 . |
| Oak Valley Community Bank | Chief Executive Officer | 2013–present | CEO leadership; board service since 2007 . |
| Oak Valley Community Bank | Chief Operating Officer | 2000 | Operational leadership prior to CEO role . |
| Oak Valley Community Bank | Chief Credit Officer | 1999 | Oversaw credit risk management . |
| Oak Valley Bancorp | President & Director | President since 2008; Director since 2008 | Holding company leadership and board oversight . |
| Oak Valley Community Bank | Lender | 1996 | Joined from prior roles at major, mid-size, and community banks . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 470,885 | 508,885 | 554,808 |
| Stock Awards (grant-date fair value) | 83,600 | 101,633 | 109,406 |
| Non-Equity Incentive Plan Compensation (Cash Bonus Paid) | 240,240 | 260,000 | 276,375 |
| All Other Compensation | 34,151 | 37,765 | 39,989 |
| Total Compensation | 828,876 | 908,283 | 980,578 |
Notes on “All Other Compensation” (FY 2024): includes $1,245 economic value of death benefit, $22,875 401(k) company match, $10,356 salary continuation accrual, and $5,513 perquisites (golf dues, auto allowance), plus dividends on unvested restricted stock .
Performance Compensation
Annual Incentive Payouts
| Year | Bonus Paid ($) | % of Target |
|---|---|---|
| 2022 | 240,240 | 104% |
| 2023 | 260,000 | Not disclosed |
| 2024 | 276,375 | 100.5% |
2024 Bonus Performance Metrics (Company Actuals)
| Metric | Actual (2024) |
|---|---|
| Return on Assets | 1.35% |
| Net Income | $24,948,000 |
| Core Deposit Growth | -1.0% (non-public demand deposit accounts only) |
| Loan Growth | 8.8% |
| Nonperforming Assets to Equity | 0.0% |
Awards vesting conditions for equity are time-based; restricted stock awards vest 20% annually over five years per the 2018 Equity Plan and award agreements (targets/weighting for cash plan metrics were not disclosed) .
Equity Grants to Courtney (Time-Based RSUs/Restricted Stock)
| Grant Year | Shares Granted | Vesting Commencement | Vesting Schedule |
|---|---|---|---|
| 2021 | 4,235 | 2/28/2022 | 20% annually over 5 years |
| 2022 | 4,400 | 2/28/2023 | 20% annually over 5 years |
| 2024 | 4,534 | 2/28/2025 | 20% annually over 5 years |
Clawback: Equity and cash awards to executive officers may be recouped or canceled under the 2018 Plan and related policies .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| 3/31/2021 | 207,281 | 2.52% |
| 3/31/2022 | 214,143 | 2.59% |
| 3/31/2023 | 220,190 | 2.66% |
| 3/31/2024 | 226,539 | 2.71% |
| 3/31/2025 | 235,901 | 2.82% |
Notes: Excludes third-party participant shares held in capacity as trustee of the Company’s 401(k) plan . No pledging disclosures are noted; speculation (short sales, options, hedging) by executives and directors is prohibited under stock trading guidelines .
Outstanding Unvested Restricted Stock (Year-End)
| As-of Date | Unvested Shares | Market Value Basis | Market Value |
|---|---|---|---|
| 12/31/2022 | 12,091 | $22.65/share | $273,861 |
| 12/31/2023 | 11,975 | $29.95/share | $358,651 |
| 12/31/2024 | 12,528 | $29.25/share | $366,444 |
Scheduled Vesting of Unvested Shares
| Vest Date | Shares (as of 12/31/2024) |
|---|---|
| 2/28/2025 | 4,064 |
| 2/28/2026 | 3,377 |
| 2/28/2027 | 2,530 |
| 2/28/2028 | 1,651 |
| 2/28/2029 | 906 |
Dividend treatment: Cash dividends are paid on unvested restricted stock (e.g., Courtney received $3,815 in 2023 and $5,513 in 2024) .
Director stock ownership guidelines: Bylaws require directors to hold Company common stock (no fixed target holding); directors are encouraged to hold shares for investment .
Employment Terms
| Provision | Key Terms |
|---|---|
| Salary Continuation Agreement (SCA) | Mr. Courtney will receive $104,000 annually for fifteen years following retirement at age 62; benefit is fully vested; disability and death benefits described; original agreements approved in Aug 2001 and revised to 15-year periods . |
| Potential Payments (Hypothetical) | Retirement: $1,560,000; Early Termination: $1,301,453; Change in Control (awards not assumed) with qualifying termination: $1,560,000; Change in Control (awards assumed) with qualifying termination: $1,926,444 (hypothetical as of 12/31/2024) . |
| Change-in-Control Mechanics (2018 Plan) | If acquirer does not assume/replace awards, equity fully vests at change in control; if assumed, unvested awards can fully vest upon termination without cause within 24 months following change in control . |
| Clawback | Administrator may recoup or cancel equity and cash awards for executive officers (restatements) . |
| Anti-Hedging/Speculation | Short selling, publicly traded options transactions, and hedging prohibited for executives, employees, and directors . |
Note: Mr. Courtney does not receive separate director fees as an employee-director; non-employee directors receive retainers (e.g., $3,000/month in 2023), but employee-directors are excluded .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 investment | $132.27 | $176.97 | $175.87 |
| Net Income ($) | 22,902,000 | 30,848,000 | 24,948,000 |
Compensation actually paid (CAP) aligns directionally with TSR and net income trends over 2022–2024 per pay-versus-performance disclosures .
Board Governance
- Board service and independence: Mr. Courtney is a non-independent director due to his CEO role; other board members are majority independent . OVLY separates CEO and Chairman roles to enhance independent oversight and avoid conflicts inherent in combined roles .
- Committee memberships: The Board maintains Audit, Compensation, Loan, Investment, and CRA committees; Courtney serves on the Investment Committee and CRA Committee, and all directors serve on the Loan Committee; he is not a committee chair (chairs are independent directors) .
- Attendance: In 2023, the Board held 12 meetings and each incumbent director attended at least 75% of Board and committee meetings .
- Executive sessions and evaluations: Independent directors conduct executive sessions and oversee annual board and management performance evaluations .
Compensation Structure Analysis
- Cash vs equity mix: Salary increased from $508,885 to $554,808 in 2024, and equity grant fair value increased from $101,633 to $109,406; cash bonus rose to $276,375, reflecting moderate pay growth amid mixed net income/TSR in 2024 .
- Shift to RSUs: Recent disclosures show time-based restricted stock awards as the primary equity vehicle; no outstanding options reported for Courtney in recent “Outstanding Equity Awards” tables .
- Pay-for-performance linkage: Annual bonuses have referenced ROA, net income, loan growth, core deposit growth, and asset quality; 2024 payouts were ~100.5% of target, indicating near-target performance execution .
- Clawback and risk controls: 2018 Equity Plan provides clawback; Compensation Committee targets median peer practice to limit total direct compensation .
Equity Ownership & Alignment (Expanded)
- Alignment: Courtney’s ownership rose from 2.52% (2021) to 2.82% (2025), indicating increased “skin-in-the-game” .
- Vesting and potential selling pressure: Time-based RSUs vest annually, with 4,064 shares scheduled for vesting on 2/28/2025 and subsequent tranches through 2029; dividends paid on unvested shares reinforce holding incentives .
- Hedging/pledging: Hedging and speculative transactions are prohibited; no pledging arrangements are disclosed in the proxies .
Employment & Contracts
- Tenure and retention: CEO since 2013; SCA provides $104,000/year for 15 years post-retirement at 62 and is fully vested, supporting retention and retirement economics .
- Change-of-control economics: Hypothetical amounts (as of 12/31/2024) imply meaningful equity acceleration and SCA value under certain CoC scenarios with qualifying terminations .
- Non-compete/Non-solicit: Not disclosed in recent proxies.
Investment Implications
- Alignment and retention: Courtney’s rising beneficial ownership (2.82% as of 3/31/2025) and long-duration RSU vesting cadence suggest strong alignment and retention incentives, with annual vesting dates potentially creating recurring liquidity windows but with a corporate prohibition on hedging/speculation .
- Pay-for-performance: Bonus metrics tied to ROA, net income, loan growth, deposits, and asset quality, with near-target payouts in 2024 (100.5%), indicate disciplined incentive calibration and operational execution despite net income normalization from 2023 peak levels .
- Governance quality: Separation of CEO and Chairman roles and independent committee chairs mitigate dual-role concerns; Mr. Courtney’s non-independent status is standard for a CEO-director; board attendance and committee structure point to active oversight .
- Risk controls: Clawback provisions and anti-hedging policy reduce adverse incentive risks; equity is time-based rather than performance-vested, which lowers risk but may modestly weaken direct linkage to shareholder returns relative to PSUs .
- Watch items: 2025 vesting of 4,064 shares and continued tranches through 2029; monitor any Form 4 activity around vest dates for potential selling pressure, and track bonus metric calibrations given deposit trends (-1.0% core deposits in 2024) and net income trajectory .