Donald L. Barton
About Donald L. Barton
Independent director of Oak Valley Bancorp (OVLY); age 68; director of Oak Valley Community Bank since 2006 and of Oak Valley Bancorp since 2008; background in food and agribusiness including leadership roles at GoldRiver Orchards (past managing partner), The Wornick Company (VP Marketing), Heidi’s Gourmet Desserts (President), and earlier roles at Cargill and H.J. Heinz; B.A. from Stanford and MBA from Santa Clara University . Classified as independent under Nasdaq rules; current OVLY board term runs through 2027 .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| GoldRiver Orchards | Past Managing Partner | Not disclosed | Brings agri-processing/operator perspective to OVLY board |
| The Wornick Company | Vice President, Marketing | Not disclosed | Consumer/CPG marketing expertise |
| Heidi’s Gourmet Desserts | President | Not disclosed | Food industry operating leadership |
| Cargill; H.J. Heinz | Managerial and executive positions | Not disclosed | Large-cap food/agribusiness experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Western Agricultural Processors Association | Past Chairman of the Board | Industry association | Advocacy/training for California tree nut industry |
| California Walnut Handlers Coalition | Chairman | Industry coalition | Sector-specific leadership |
Board Governance
- Independence: Listed among independent directors (Nasdaq definition) .
- Attendance: Company disclosed each director attended ≥75% of Board and applicable committee meetings in 2024; Board held 12 meetings; all 13 directors attended the 2024 annual shareholder meeting .
- Term/Classification: Continuing director; current term expires 2027 under classified board structure .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Investment Committee | Chair | 4 | Reviews credit classifications, asset valuation, investment portfolio, liquidity; membership includes Barton; he serves as Chair |
| Compensation Committee | Member | 2 | Oversees exec and director pay; committee fully independent |
| Nominating Committee | Member | 2 | Director selection, governance processes; fully independent |
| CRA Committee | Member | 4 | Community Reinvestment Act oversight |
| Loan Committee | Member (all directors) | 23 | Credit oversight; chaired by H. Randolph Holder |
| Audit Committee | Not a member | 7 | Audit chaired by Janet Pelton; independent and includes financial experts |
Additional governance practices: Independent board chair (roles of Chair and CEO separated); board risk oversight distributed across committees .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash Retainer | $36,000 | $3,000 per month for non-employee directors |
| All Other Compensation | $7,410 | Company notes these amounts include director retirement agreement accruals (if applicable) and imputed income from split-dollar life insurance policies; policy and funding described in proxy |
| Total | $43,410 | Sum of above |
Notes: In 2024, no equity grants were made to independent directors; no outstanding director stock options as of 12/31/2024 .
Performance Compensation
- No performance-based compensation or equity awards disclosed for Barton for 2024; OVLY did not grant equity to independent directors in 2024 .
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not indicate any current public company directorships for Barton . |
Expertise & Qualifications
- Sector/operating expertise: Tree nut processing, food manufacturing, CPG marketing, and agribusiness operations .
- Governance/association leadership: Past chair roles in key California agricultural organizations .
- Education: Stanford (undergraduate), Santa Clara University MBA .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Donald L. Barton | 35,250 | 0.42% | Includes 1,500 shares held indirectly by spouse; based on 8,382,062 shares outstanding (3/31/2025) |
| Ownership Guidelines | — | — | Bylaws require directors to hold OVLY shares; no fixed target multiple set |
| Hedging/Pledging | — | — | Policy prohibits speculation/hedging and trading in derivatives; no pledging policy disclosed; no pledging by Barton disclosed |
Section 16(a) compliance: Company reported delinquencies for certain insiders; no delinquent filings identified for Barton in the listing provided .
Governance Assessment
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Strengths
- Independence and engagement: Classified as independent; serves on four standing committees (including Chair of Investment), indicating active governance involvement; company states directors met ≥75% attendance thresholds in 2024 .
- Risk and capital oversight: As Investment Committee Chair, Barton helps oversee asset classification, investment portfolio and liquidity—a central risk lever for community banks .
- Alignment: Holds 0.42% of shares; director program emphasizes stock ownership (no fixed multiple), and company prohibits hedging/derivatives, supporting alignment with shareholders .
- Compensation governance: Sits on Compensation Committee; committee fully independent; external consultant (Pearl Meyer) used in 2023 with no conflicts; say‑on‑pay support was 97% in 2022, indicating positive shareholder sentiment toward pay practices .
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Risks/Watch Items
- Related parties: No related-party transactions disclosed involving Barton; nonetheless, Board independence determinations explicitly reviewed potential relationships annually .
- Director incentive mix: 2024 director pay is primarily fixed cash; no director equity awards issued in 2024, which can reduce direct market-based alignment versus boards that grant annual DSUs/RSUs; however, ownership is required and Barton has a meaningful stake .
- Retirement/benefit optics: “All Other Compensation” for directors includes accruals for director retirement agreements and split‑dollar life insurance; investors sometimes view such legacy benefits as less aligned compared to pure cash/equity retainers; Barton’s 2024 “All Other Compensation” was $7,410 .
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RED FLAGS: None identified specific to Barton—no attendance issues disclosed, no related‑party issues disclosed, no Section 16(a) delinquency for Barton in the company’s listing .
Additional Context (Boardwide Signals)
- Board met 12 times in 2024; committee activity was robust (Loan 23; Audit 7; Investment 4; CRA 4; Nominating 2; Compensation 2) .
- Governance structure separates Chair and CEO; chair is independent—supportive of effective oversight .
- Related-party spend in 2024 involved entities affiliated with the Haidlen family; not associated with Barton; Board outlines strict RPT approval standards .