Gary W. Stephens
About Gary W. Stephens
Gary W. Stephens, age 62, is Executive Vice President, Commercial Banking Group at Oak Valley Bancorp (Oak Valley Community Bank), serving in this role since January 2019 after joining the bank in 2004; he holds a B.S. and MBA in Finance from San Jose State University and is a 2011 graduate of the Pacific Coast Banking School at the University of Washington . He has over 30 years of commercial banking experience across lending leadership, credit administration, and senior lending roles, and currently leads the commercial banking franchise . Company performance during the most recent three years shows cumulative TSR of $132.27 (2022), $176.97 (2023), and $175.87 (2024) and net income of $22.9M (2022), $30.8M (2023), and $24.9M (2024); 2024 results reflected strong loan growth but lower net income and margin amid higher deposit rates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank | Commercial Loan Team Leader; SVP Credit Administrator; SVP Senior Lending Officer | 2004–2019 | Built and managed lending and credit capabilities; supported scaling of commercial lending |
| Oak Valley Community Bank | EVP, Commercial Banking Group | 2019–present | Leads commercial banking; contributes to core loan growth and portfolio execution |
External Roles
No public company board service or external directorships disclosed for Stephens in the proxy statements .
Fixed Compensation
Stephens is not listed as a Named Executive Officer (NEO) in OVLY’s Summary Compensation Tables, which disclose compensation for CEO Christopher M. Courtney, President & COO Richard A. McCarty, and Chief Credit Officer Michael J. Rodrigues only .
Performance Compensation
Company incentive framework (applies to NEOs; design often informs senior executive incentives)
| Category | Weight 2023 | Weight 2024 |
|---|---|---|
| Profitability | 70% | 70% |
| Growth | 10% | 10% |
| Risk Management | 20% | 20% |
| Financial Metric | Threshold 2023 | Target 2023 | Max 2023 | 2023 Actual | Threshold 2024 | Target 2024 | Max 2024 | 2024 Actual |
|---|---|---|---|---|---|---|---|---|
| Return on Assets (%) | 1.00 | 1.25 | 1.35 | 1.64 | 1.00 | 1.25 | 1.35 | 1.35 |
| Net Income ($000s) | 22,250 | 26,000 | 28,000 | 30,848 | 18,250 | 23,250 | 25,250 | 24,948 |
| Core Deposit Growth (%) | 3 | 6 | 8 | -13.8 | 3 | 6 | 8 | -1.0 |
| Loan Growth (%) | 3 | 6 | 8 | 11.0 | 3 | 6 | 8 | 8.8 |
| Nonperforming Assets to Equity (%) | <2.75 | <1.5 | <1.0 | 0.0 | <2.75 | <1.5 | <1.0 | 0.0 |
Note: NEO bonus payouts were 104% of target in 2023 and ~100.5% of target in 2024; Stephens’ cash incentive details are not disclosed .
Equity-based compensation (Stephens)
| Award Type | Grant Date | Shares | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock Award | 02/28/2024 | 6,262 | 20% annually over five years (plan standard) | Form 4 reported grant; vesting begins subsequent year per plan |
| Restricted Stock Award | 02/28/2025 | 1,112 | 20% annually over five years (plan standard) | Form 4 reported grant; standard plan vesting |
| Insider Transaction (Stephens) | Date | Shares | Type |
|---|---|---|---|
| RSA Grant | 02/28/2024 | 6,262 | Award under Stock Incentive Plan |
| Surrender for Tax Withholding | 02/28/2024 | 411 | Withholding on vesting |
| RSA Grant | 02/28/2025 | 1,112 | Award under Stock Incentive Plan |
| Surrender for Tax Withholding | 02/28/2025 | 925 | Withholding on vesting |
Equity Ownership & Alignment
- Hedging and speculative transactions in company stock are prohibited for executives and directors (short sales, options, hedging), reinforcing alignment with long-term shareholder value .
- Beneficial ownership totals and percent for Stephens are not disclosed in the open proxy ownership tables (which include directors and NEOs), limiting precision on “skin-in-the-game” metrics for him .
- Pledging: no pledging disclosures for Stephens; no explicit pledging policy language beyond anti-hedging/derivative prohibitions .
Employment Terms
- Equity plan change-of-control: If OVLY is not the surviving company and awards are not assumed/substituted, awards fully vest at the effective time; if assumed and the participant is terminated without cause within 24 months post-CoC, awards fully vest upon the related event; restricted stock also fully vests at retirement at “Normal Retirement Age” per award terms .
- Salary continuation agreements and individual severance/change-in-control multiples are disclosed for Courtney, McCarty, and Rodrigues; no salary continuation or individual employment agreement disclosures for Stephens .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Index from $100) | 132.27 | 176.97 | 175.87 |
| Net Income ($000s) | 22,902 | 30,848 | 24,948 |
Context: 2024 performance included strong loan growth (+8.8%) and zero nonperforming assets to equity, while net income declined versus 2023 due to rising deposit interest rates and competitive liquidity preservation, per Compensation Discussion and Analysis .
Compensation Structure Analysis
- Equity emphasis: Multi-year RSAs for Stephens (2024 and 2025 grants) vest over five years, increasing retention and alignment with long-term performance .
- Company incentive metrics remained consistent across 2023–2024 (ROA, Net Income, core deposit/loan growth, and asset quality), suggesting stable performance calibration; payouts for NEOs were at/above target both years .
- Peer benchmarking: Compensation committee uses Pearl Meyer/California Bankers Association data; peer assets ~$1.4–$3.0B in 2024 benchmarking shift (from ~$0.8–$3.0B in 2023), mitigating pay inflation via market medians .
- Say-on-pay support: 97% approval in 2022 indicates shareholder endorsement of pay practices, with next advisory votes scheduled for 2025 and say-on-frequency vote in 2025 (Board recommends triennial) .
Risk Indicators & Red Flags
- Section 16 reporting: The 2025 proxy restates Form 4 transactions (including Stephens’ RSA grants and tax surrenders); the 2024 proxy notes some late filings for certain directors, but not for Stephens; continued monitoring of insider filings is prudent .
- Related party transactions: Governance processes in place; no Stephens-specific related party items disclosed .
- Hedging prohibited; no pledging disclosures—absence of pledging data is a monitoring gap .
Equity Ownership & Vesting Schedule Details
| Grant | Shares | First Vest Date | Vesting cadence | Notable vest/tax events |
|---|---|---|---|---|
| RSA 02/28/2024 | 6,262 | 02/28/2025 (plan) | 20% per year over 5 years | 411 shares surrendered for taxes on 02/28/2024 |
| RSA 02/28/2025 | 1,112 | 02/28/2026 (plan) | 20% per year over 5 years | 925 shares surrendered for taxes on 02/28/2025 |
Investment Implications
- Retention and alignment: Stephens’ multi-year RSAs with five-year vesting create strong retention incentives and tie wealth to long-term shareholder outcomes; tax-withholding surrenders indicate routine vest-related activity, not discretionary selling, limiting near-term selling pressure .
- Pay-for-performance oversight: OVLY’s incentive framework emphasizes profitability (ROA, Net Income), growth (core deposits, loans), and asset quality, with payouts tracking results; while Stephens’ cash bonus is undisclosed, equity grants and plan-level vesting/CoC mechanics indicate performance-linked compensation .
- Governance quality: High say-on-pay support (97%) and anti-hedging policy support alignment; absence of pledging disclosures warrants ongoing monitoring of any future pledge activity .
- Execution risk: 2024 net income decline amid deposit rate pressures highlights interest-rate and funding cost sensitivity; Stephens’ commercial banking leadership is leveraged to loan growth targets, so credit discipline and core deposit strength remain key to sustaining payouts and value creation .