Gary J. Strong
About Gary J. Strong
Gary J. Strong, age 62, is an independent director of Oak Valley Bancorp (OVLY), appointed to the Bank and Bancorp boards in November 2021. He is a CPA (inactive) with deep finance and audit credentials, including Big Four audit manager experience, and senior finance roles at the Los Angeles Times and the Sacramento Bee; he also served as CEO of the American Red Cross California Gold Country Region from 2015 to March 2023, leading disaster response across 26 counties. Strong’s biography highlights extensive community and nonprofit board service, and he currently resides in Granite Bay, CA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Red Cross, California Gold Country Region | CEO | 2015 – Mar 2023 | Led Sierra Delta and Northern California Chapters (2,000+ volunteers, 40 employees; ~800 local disasters/year serving ~4 million residents) |
| Big Four accounting firm | Audit Manager | 1983 – 1990 | Led audit engagements; core financial reporting expertise |
| Los Angeles Times | Controller | 1990 – 2005 | Corporate finance/control leadership |
| The Sacramento Bee | SVP/Finance | 2005 – 2015 | Senior finance oversight and operations support |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Red Cross (local chapters) | Director | Past | Board experience in nonprofit governance |
| Sacramento Region Community Foundation | Director | Past | Philanthropy and community engagement |
| KVIE Public Television | Director | Past | Public media oversight |
| Journalism Funding Partners | Director | Past | Nonprofit journalism support |
| NACD Northern California Chapter | Director | Past | Board governance expertise |
| Local community advisory board of a major U.S. bank | Advisory Board Member | Past | Advisory role to a large bank; not a public company directorship |
Board Governance
- Independence: Strong is classified as an independent director under Nasdaq rules; the Board reviewed potential transactions and confirmed independence for all but three non-independent directors (Courtney, McCarty, Thomas A. Haidlen) and nominee Erich A. Haidlen .
- Attendance: The Board met 12 times in FY2024; each incumbent director attended at least 75% of Board and committee meetings. All 13 directors attended the 2024 Annual Meeting of Shareholders .
- Executive sessions: Independent directors meet in executive sessions throughout the year .
- Board leadership: OVLY separates the CEO and Chair roles; an independent director chairs the Board and standing committees .
| Committee | Strong’s Role | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit Committee | Member | Janet S. Pelton | 7 |
| Compensation Committee | Member | Daniel J. Leonard | 2 |
| Nominating Committee | Member | James L. Gilbert | 2 |
| Loan Committee | Member (all directors) | H. Randolph Holder | 23 |
| Investment Committee | Member | Donald L. Barton | 4 |
| CRA Committee | Not a member | Lynn R. Dickerson | 4 |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Monthly cash retainer | $3,000 |
| Annual cash fees | $36,000 |
| Stock awards | $0 (no director equity grants in 2024) |
| Option awards | $0 |
| All Other Compensation | $6,408 (includes accruals for Director Retirement Agreements and imputed life insurance income) |
| Total 2024 director compensation | $42,408 |
Director Retirement Agreements: Normal retirement benefit of $12,000 annually for 10 years after later of age 72 or 10 years of service; early retirement/disability yields lump-sum accrued liability; change-in-control termination within 24 months pays accrued retirement liability. Bank-owned life insurance funds these obligations; split-dollar endorsements allocate policy benefits between OVLY and the director .
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance-linked director pay | Not disclosed; no meeting fees and no performance-based equity or cash for independent directors in 2024 |
Other Directorships & Interlocks
- Current public company boards: None disclosed in Strong’s biography; listed roles are nonprofit boards and a past advisory board at a major bank .
- Related-party exposure: 2024 related-party payments involved Haidlen family-affiliated entities; no transactions disclosed involving Strong .
Expertise & Qualifications
- CPA (inactive); prior Big Four audit manager and senior finance executive roles at major newspapers; brings accounting and financial oversight experience to Audit and Compensation Committees .
- Extensive nonprofit leadership and board governance background improving community engagement and organizational performance .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (3/31/2025) | 11,842 |
| Ownership as % of shares outstanding | 0.14% (8,382,062 shares outstanding at record date) |
| Shares pledged as collateral | Not disclosed |
| Hedging/derivatives policy | Hedging, short-selling, and publicly traded options transactions prohibited for directors |
| Stock ownership guidelines | Directors must hold OVLY common stock; no fixed target; encouraged to hold for investment |
Insider Trades
| Date | Type | Shares | Filing Date |
|---|---|---|---|
| 05/20/2024 | Purchase | 3 | 05/29/2024 |
| 05/21/2024 | Purchase | 1 | 05/29/2024 |
| 05/24/2024 | Purchase | 1 | 05/29/2024 |
| 08/05/2024 | Purchase | 700 | 08/08/2024 |
Note: These appear within the company’s Delinquent Section 16(a) Reports disclosure, indicating certain Form 4 filings were not timely in 2024–2025 for some insiders, including Strong’s listed transactions .
Governance Assessment
-
Positives:
- Independent director with substantial audit/finance expertise; active member of Audit, Compensation, Nominating, Loan, and Investment committees, supporting board effectiveness and risk oversight .
- Demonstrated engagement: Board met 12 times in 2024; each director met at least 75% attendance; all directors attended the 2024 annual meeting .
- Share ownership of 11,842 shares and a no-hedging policy align interests with shareholders; the Board requires directors to hold stock (no fixed target) .
-
Watch items / potential red flags:
- Section 16(a) timeliness: Company disclosed delinquent filings; Strong’s small purchases in May 2024 were filed May 29 (later than the two-business-day requirement), indicating minor compliance lapses to monitor .
- Director retirement benefits and split-dollar life insurance create additional non-cash director compensation; while common at community banks, investors may scrutinize pension-like benefits for independence or cost discipline .
- No equity retainer/grants for independent directors in 2024; alignment relies on personal share ownership rather than annual equity-based compensation .
-
Broader governance context:
- The Board maintains separation of CEO and Chair roles and conducts independent director executive sessions; independence determinations reviewed against related-party transactions, with specific disclosures and strict approval policies .
- Say-on-pay support for executive compensation was high in 2022 (97%), indicating overall shareholder confidence in compensation governance, though not director-specific .