Daniel J. Leonard
About Daniel J. Leonard
Daniel J. Leonard (age 78) has served on the boards of Oak Valley Bancorp and Oak Valley Community Bank since January 2012, and his current board term expires in 2027 . He is retired President and CEO of Bronco Wine Company (over 38 years), previously CEO of Bivio Transport & Logistics, and earlier Vice President of Finance at Almaden Vineyards for 17 years, bringing deep operating and finance experience in California agribusiness to OVLY’s board . The Board classifies him as independent under Nasdaq rules; he met attendance expectations in 2024 (≥75% of board/committee meetings) and attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bronco Wine Company | President & Chief Executive Officer | Over 38 years | Led a major California agribusiness; contributes operating and financial rigor |
| Bivio Transport & Logistics Company | President & Chief Executive Officer | Not disclosed | Logistics expertise serving California agriculture |
| Almaden Vineyards | Vice President of Finance | 17 years | Finance leadership; prior wine industry finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wine Institute | Board of Directors | 31 years | Long-standing industry governance role |
| Opportunity Stanislaus | Board member (prior) | Not disclosed | Regional economic development experience |
| Parent Resource Center (Modesto) | Chairman Emeritus; involved | Over 28 years | Non-profit governance/community engagement |
Board Governance
- Independence: Classified independent under Nasdaq listing standards .
- Tenure: Director since January 2012; term runs to 2027 (classified board structure) .
- Attendance: Board held 12 meetings in 2024; each director attended ≥75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: OVLY separates CEO and Chair; an independent director chairs the Board .
- Executive sessions: Independent directors meet in executive sessions during the year .
- Stock ownership guideline: Bylaws require directors to hold OVLY shares; no fixed target level .
Committee assignments and activity (2024):
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation Committee | Member | Daniel J. Leonard | 2 |
| Audit Committee | Member | Janet S. Pelton | 7 |
| Nominating Committee | Member | James L. Gilbert | 2 |
| Investment Committee | Member | Donald L. Barton | 4 |
| Loan Committee | Member (all directors) | H. Randolph Holder | 23 |
| CRA Committee | Not listed as member | Lynn R. Dickerson | 4 |
Fixed Compensation
Director pay (2024):
| Component | Amount |
|---|---|
| Annual cash retainer ($3,000/month) | $36,000 |
| All other compensation (director retirement accruals and split-dollar life insurance imputed income) | $957 |
| Total | $36,957 |
Program features:
- Non-employee directors received a cash retainer of $3,000 per month in 2024; no equity grants were made to independent directors in 2024 (only Holder and Dickerson had outstanding prior restricted stock at year-end) .
- Director Retirement Agreements: For retirement after the later of age 72 or 10 years of service, directors receive $12,000 annually for 10 years; change-in-control provides accrued retirement balance if service ends within 24 months; benefits forfeited for “cause” .
Performance Compensation
- No performance-based cash bonuses, equity awards (RSUs/PSUs), or meeting fees were disclosed for non-employee directors in 2024 .
Other Directorships & Interlocks
- No current public company directorships or disclosed interlocks with OVLY competitors/suppliers/customers for Leonard; his external roles are industry association and local non-profits .
Expertise & Qualifications
- Financial and operating leadership across agribusiness, logistics, and wine industry; long-tenured industry governance at Wine Institute; community non-profit leadership. Skills align with OVLY’s regional banking footprint and credit/risk oversight needs .
- Audit oversight exposure via Audit Committee membership; compensation governance as Compensation Committee Chair .
Equity Ownership
| Ownership metric | Value |
|---|---|
| Shares beneficially owned | 61,223 |
| Ownership % of outstanding | 0.73% (8,382,062 shares outstanding as of 3/31/2025) |
| Indirect holdings detail | Includes 990 shares in custodial accounts for grandchildren |
| Pledging/Hedging | Company prohibits short selling, publicly traded options, and hedging by directors |
Insider Trades
| Form | Transaction Type | Date | Shares | Filing Date |
|---|---|---|---|---|
| Form 4 | Open-market purchase | 02/07/2025 | 1,000 | 04/02/2025 |
Note: Company disclosed certain delinquent Section 16(a) filings for 2024/2025; Leonard’s 2/7/2025 purchase is listed within that disclosure .
Governance Assessment
- Board effectiveness: Leonard is highly engaged across key committees (Audit, Nominating, Investment, Loan) and chairs the Compensation Committee, indicating broad oversight and influence on executive pay design and risk monitoring .
- Independence and conflicts: Board deems Leonard independent; related-party transactions disclosed in 2024 involved Haidlen-affiliated entities, not Leonard. Loans to insiders follow Regulation O; board has strict related-party approval policies with non-interested director review and arm’s-length terms .
- Pay-for-performance signals: As director, compensation is predominantly fixed cash with retirement accruals; absence of annual director equity grants in 2024 is offset by Leonard’s substantial personal share ownership (0.73%), aligning incentives with shareholders .
- Attendance and engagement: Met ≥75% attendance threshold; board and committee cadence is robust (Audit 7, Compensation 2, Loan 23, etc.), supporting oversight depth .
- Risk indicators and red flags:
- Minor procedural issue: Company disclosed certain delinquent Section 16(a) reports; Leonard’s 2/7/2025 purchase appears within that list. Although not uncommon for smaller issuers, timely reporting expectations are two business days; investors may view this as a mild governance process blemish rather than a substantive risk .
- No disclosed related-party transactions or pledging by Leonard; hedging/speculative trading is prohibited for directors, mitigating alignment risks .
- Shareholder feedback context: Prior say‑on‑pay (2022) passed with 97% support; company seeks triennial say‑on‑pay frequency, consistent with Leonard’s role in compensation oversight and long-term focus .
Overall: Leonard’s long-standing operating/finance background, multi-committee involvement, and chairing of the Compensation Committee support governance quality. His meaningful share ownership strengthens alignment; absence of director equity grants in 2024 is counterbalanced by ownership. No direct conflicts disclosed; one minor Section 16 timing matter is a small process red flag to monitor .