James L. Gilbert
About James L. Gilbert
James L. Gilbert is an independent director of Oak Valley Bancorp (OVLY), age 80, serving on the Bank board since 1991 and the Bancorp board since 2008; he is an owner and executive of A.L. Gilbert Co., a longstanding feed and seed business in Oakdale, CA with ~50 years of experience in agribusiness and almond farming . He is slated for a term through 2028 if re-elected, on a classified board with three-year terms; OVLY separates the roles of CEO and independent Chair and holds regular executive sessions of independent directors . The Board affirms his independence under Nasdaq rules, with all directors meeting at least 75% attendance in 2024 across Board and assigned committees (12 Board meetings in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oak Valley Bancorp / Oak Valley Community Bank | Independent Director | Bank since 1991; Bancorp since 2008 | Nominating Committee Chair; member of Audit, Compensation, CRA, and Loan Committees; regular executive sessions participation |
| A.L. Gilbert Co. (feed and seed; private) | Owner and Executive | ~50 years experience | Local market expertise; community linkage |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| A.L. Gilbert Co. | Private company (feed/seed) | Owner and Executive | Oakdale-based company in operation for 130+ years; Gilbert’s tenure ~50 years |
No other public company directorships are disclosed in the proxy biography for Mr. Gilbert .
Board Governance
- Independence: Listed as independent director under Nasdaq rules (2024 and through proxy date) .
- Attendance: Board met 12 times in 2024; each director met the 75% attendance threshold across Board and assigned committees .
- Term and classification: Class-based board; Gilbert’s term runs to 2028 if elected at the 2025 annual meeting .
- Executive sessions: Independent directors meet in executive sessions throughout the year, including annually for CEO compensation review .
- Board leadership: OVLY separates CEO and independent Chair roles to mitigate conflicts and improve oversight .
Committee Assignments and Engagement
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating Committee | Chair | 2 | Ten independent members; oversees Board composition, performance reviews, and governance policies |
| Audit Committee | Member | 7 | Six independent members; financial reporting oversight; chaired by a designated “audit committee financial expert” |
| Compensation Committee | Member | 2 | Ten independent members; oversees executive and director compensation; uses market data and shareholder feedback |
| CRA Committee | Member | 4 | Oversees Community Reinvestment Act performance |
| Loan Committee | Member (all directors) | 23 | Reviews credit quality, significant relationships, allowance adequacy, and policy oversight |
Fixed Compensation
| Component (Director, 2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 36,000 | $3,000 per month, no meeting fees disclosed |
| Stock awards | 0 | No equity grants to independent directors in 2024; some directors held prior restricted stock, not Gilbert |
| Option awards | 0 | None outstanding for independent directors as of year-end |
| All other compensation | 972 | Director retirement agreements accruals and BOLI-imputed amounts included |
| Total 2024 director comp | 36,972 |
Program mechanics: Non-employee directors are paid a cash retainer; OVLY maintains Director Retirement Agreements providing $12,000/year for 10 years at normal retirement (later of age 72 or 10 years service), plus BOLI; benefits are forfeited for cause .
Performance Compensation
| Performance-Based Element | Structure/Metrics | 2024 Status |
|---|---|---|
| Variable/bonus pay (directors) | Not disclosed/applicable | No director performance-based compensation disclosed |
| Equity-incentive (directors) | Not disclosed/applicable | No 2024 equity grants for independent directors |
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Components disclosed |
|---|---|---|---|
| James L. Gilbert | 155,891 | 1.86% | 4,237 custodial for son; 24,795 spouse’s trust; 5,564 spouse’s IRA; 32,905 via A.L. Gilbert Co. |
| Shares outstanding (denominator) | 8,382,062 | — | Record date March 31, 2025 |
Additional alignment policies:
- Director stock ownership: Bylaws require each director to hold Company common stock; no fixed target level; encouraged long-term holdings .
- Hedging/speculation: Company prohibits short selling, public options trading, and hedging in Company stock for directors, officers, and employees .
- Pledging: No pledging disclosures are provided for Mr. Gilbert in the proxy .
Insider Trades
| Date | Form | Type | Shares | Filing Date |
|---|---|---|---|---|
| 08/14/2023 | 4 | Purchase | 33 | 04/03/2024 |
| 02/12/2024 | 4 | Purchase | 48 | 04/03/2024 |
OVLY disclosed delinquent Section 16(a) reports for certain insiders, including Mr. Gilbert’s two small purchases filed late in April 2024; the Company reported broader compliance with Section 16(a) except for listed items .
Expertise & Qualifications
- Veteran agribusiness operator in feed/seed retail and almond farming; deep local-market knowledge aiding community bank positioning .
- Experienced Board contributor and Nominating Committee Chair, influencing Board composition, evaluation, and governance processes .
- Independent director across core oversight committees (Audit, Compensation, CRA, Loan), supporting risk, financial reporting, remuneration, and CRA performance .
Governance Assessment
-
Strengths
- Independence affirmed; separation of CEO and independent Chair; regular executive sessions enhance oversight .
- High engagement via committee leadership (Nominating Chair) and service on key oversight committees; robust committee cadence (Audit 7, Compensation 2, Loan 23, CRA 4, Nominating 2) .
- Meaningful share ownership (1.86%) with long local business tenure; hedging prohibited; bylaws require director shareholding .
-
Risks and monitoring items
- Delinquent Section 16 filings on two small purchases; a minor but noted compliance lapse (RED FLAG) .
- Advanced age (80) alongside no board term limits suggests attention to refreshment/succession and committee pipeline; term to 2028 if re-elected .
- Related-party exposure policies note director/customer relationships and loans under Regulation O; independence determinations consider such transactions; no A.L. Gilbert Co transactions disclosed for Gilbert (monitor for potential conflicts) .
-
Director pay structure
- Simple, cash-retainer-based pay, with retirement/BOLI accruals; no equity grants in 2024, minimizing pay complexity and option risk; alignment relies primarily on personal share ownership rather than director equity grants .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Note |
|---|---|---|---|
| A.L. Gilbert Co. | Private | Owner and Executive | No specific OVLY related-party transactions disclosed; OVLY has strict review policies for related-party transactions |
Board Governance Details
| Item | Disclosure |
|---|---|
| Board independence | Majority independent; Gilbert listed as independent |
| Board meetings 2024 | 12; all directors ≥75% attendance |
| Executive sessions | Independent directors meet throughout year; annual CEO compensation session |
| Classified board terms | Three classes; Gilbert’s term to 2028 if elected |
Director Compensation (Detail—2024)
| Metric | Amount ($) |
|---|---|
| Fees earned or paid in cash | 36,000 |
| Stock awards | — |
| Option awards | — |
| Nonqualified deferred compensation earnings | — |
| All other compensation | 972 |
| Total | 36,972 |
Director fee policy: $3,000 monthly cash retainer; equity grants not made to independent directors in 2024; program includes director retirement agreements and split-dollar BOLI structure .
Related Party Transactions & Policies
- OVLY states some directors and their affiliated companies are bank customers; loans are made in ordinary course on market terms under Regulation O; prohibited personal loans are excepted for FDIC banks; specific 2024 payments disclosed to entities affiliated with the Haidlen family, not Gilbert .
- Policy requires pre-approval of “related party transactions” >$120,000 by non-interested directors and arm’s-length terms; broader disclosure of any relationships that could impair independence is required .
Say-on-Pay & Shareholder Feedback (Context)
- 2022 say-on-pay (executive) approval: 97% of votes cast; next advisory votes scheduled for 2025 (both say-on-pay and frequency) with Board recommending triennial frequency .
These context signals indicate shareholder acceptance of compensation governance at OVLY; while executive-focused, they inform broader investor confidence in governance processes overseen by independent directors like Gilbert .