Janet S. Pelton
About Janet S. Pelton
Independent director since June 2013; age 70. Licensed certified public accountant (since 1980), retired tax consultant and former managing partner at Atherton & Associates, LLP. Serves as Audit Committee Chair and is designated an SEC “audit committee financial expert,” with independence affirmed under Nasdaq rules. Beneficial owner of 60,000 OVLY shares (0.72%), supporting alignment with shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atherton & Associates, LLP (Modesto, CA) | Tax Partner; Managing Partner | Partner 1995–2022; Managing Partner 2003–2013 | Led tax practice; deep expertise in income and estate tax planning |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in proxy |
Board Governance
| Governance Item | Detail |
|---|---|
| Independence | Classified as independent director under Nasdaq rules |
| Board Meetings (2024) | Board met 12 times; all incumbent directors attended ≥75% of Board and committee meetings; all 13 then-current directors attended 2024 annual meeting |
| Audit Committee | Chair; 7 meetings in 2024; all members independent; Pelton designated “audit committee financial expert” |
| Compensation Committee | Member; 2 meetings in 2024; all members independent |
| Nominating Committee | Member; 2 meetings in 2024; all members independent |
| Investment Committee | Member; 4 meetings in 2024 |
| Loan Committee | All directors serve; 23 meetings in 2024 |
| CRA Committee | Not listed as a member; committee met 4 times in 2024 |
| Board Leadership | Company maintains independent Board; CEO and Chair roles separated |
| Executive Sessions | Independent directors meet in executive sessions throughout the year |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Director cash retainer ($3,000/month) | $36,000 |
| 2024 | Stock awards | $0 (no equity grants to independent directors in 2024) |
| 2024 | Other compensation (director retirement accrual and imputed life insurance income) | $10,260 |
In 2024, non-employee directors received a $3,000/month cash retainer; no equity awards were granted to independent directors. “Other compensation” includes accruals under Director Retirement Agreements and imputed income from bank-owned life insurance policies; amounts are calculated per company accounting assumptions .
Performance Compensation
| Element | Status/Details |
|---|---|
| Performance-based cash/equity | None disclosed for directors; no director meeting fees or performance metrics reported |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | Not disclosed |
| Potential interlocks (competitors/suppliers/customers) | None disclosed for Pelton; independence affirmed |
Expertise & Qualifications
- Licensed CPA since 1980 with 40+ years in public accounting; extensive income and estate tax planning experience .
- Audit Committee Chair and SEC-defined audit committee financial expert; financially sophisticated under Nasdaq standards .
- Community banking governance experience since 2013; service across key risk, compensation, nominating, investment, and loan oversight committees .
Equity Ownership
| As of | Shares Beneficially Owned | % Outstanding | Vested vs. Unvested | Pledged | Hedging/Pledging Policies | Ownership Guidelines |
|---|---|---|---|---|---|---|
| Mar 31, 2025 | 60,000 | 0.72% | Not disclosed for directors; no 2024 director equity grants | Not disclosed | Hedging and short/derivative transactions prohibited for directors | Bylaws require directors to hold company stock; no fixed target |
Related-Party Transactions and Conflicts
- No related-party transactions involving Pelton are disclosed; her independence was affirmed after Board review of potential relationships .
- Board policies require pre-approval of related-party transactions by non-interested directors and arm’s-length terms; broad conflict disclosure obligations apply .
- In 2024, related-party payments were made to entities affiliated with the Haidlen family for branch work ($236,000), not involving Pelton .
Compensation Structure Notes (Directors)
- Director Retirement Agreements: For retirement after the later of age 72 or 10 years of service, annual benefit of $12,000 for 10 years; change-in-control provision pays accrued retirement liability if service terminates within 24 months post-CIC. Bank owns life insurance policies on directors to economically support obligations (split-dollar structure) .
Say-on-Pay & Shareholder Feedback (Context)
- Last say-on-pay (2022) approved by 97% of votes cast; next advisory votes on executive compensation and frequency occur at 2025 annual meeting .
Governance Assessment
-
Strengths
- Independent director with deep audit and tax expertise; serves as Audit Chair and designated audit committee financial expert—enhancing financial reporting oversight .
- Broad committee engagement (Audit Chair; member of Compensation, Nominating, Investment, and Loan), supporting board effectiveness across risk, talent, and strategy .
- Demonstrated engagement: Board met 12 times; all incumbents ≥75% attendance; strong annual meeting participation .
- Ownership alignment: holds 60,000 shares (0.72%); company prohibits hedging; bylaws require director share ownership (no fixed target) .
-
Risks/Watch Items
- Director Retirement Agreements and split-dollar life insurance create non-cash “other compensation”; while common for community banks, investors may scrutinize potential entrenchment or cost optics over time .
- Board-level related-party activity exists (Haidlen affiliates); policies require independent approval and arm’s-length terms. No Pelton involvement disclosed, but continued vigilance warranted given public scrutiny of RPTs in banks .
Overall, Pelton’s independence, financial expertise, and leadership of the Audit Committee are positives for investor confidence, with ownership alignment and robust anti-hedging policy. No conflicts pertaining to Pelton are disclosed; director retirement benefits are modest and formulaic but should be monitored for optics and practice evolution .