Jeffrey A. Gall
About Jeffrey A. Gall
Jeffrey A. Gall, 49, serves as Executive Vice President, Chief Financial Officer (CFO) and Corporate Secretary of Oak Valley Bancorp (OVLY). He joined Oak Valley Community Bank in 2006 as Vice President of Finance, was promoted to CFO in January 2016, and assumed Corporate Secretary responsibilities in 2022; he manages external audit, financial reporting, internal controls, and investor relations, and is the principal accounting officer. Mr. Gall holds a B.S. in Business Administration from California State University, Sacramento .
OVLY delivered net income of $24.95 million in 2024 (down from $30.85 million in 2023) and maintained strong credit quality with zero non-performing assets in 2023 and 2024; liquidity remained solid with $169 million in cash equivalents and $45 million deposit growth in 2024. Total shareholder return (TSR) since 2021 measured $175.87 in 2024 (value of a fixed $100 investment) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($USD) | $22,902,000 | $30,848,000 | $24,948,000 |
| TSR – Value of $100 (base: 12/31/2021) | $132.27 | $176.97 | $175.87 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank / Oak Valley Bancorp | Vice President of Finance | 2006–present (role began in 2006) | Supported finance function and reporting infrastructure |
| Oak Valley Bancorp | Executive Vice President, Chief Financial Officer | 2016–present (promoted Jan 2016) | Oversees external audit, financial reporting, internal controls, investor relations; principal accounting officer |
| Oak Valley Bancorp | Corporate Secretary | 2022–present | Corporate governance and board documentation responsibilities |
External Roles
- No external directorships or public company committee roles disclosed in the executive biography or proxy .
Fixed Compensation
- OVLY’s Summary Compensation Table discloses only the CEO, President/COO, and Chief Credit Officer; Mr. Gall is not a named executive officer in the proxy, so base salary, target bonus, and actual bonus are not itemized .
Performance Compensation
The company’s annual incentive program (applied to named executive officers) is weighted toward profitability, with growth and risk management complements; while CFO-specific payout details are not disclosed, the framework indicates pay-for-performance alignment.
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Notes |
|---|---|---|---|---|---|---|
| Profitability – Return on Assets | 70% | 1.00% | 1.25% | 1.35% | 1.35% | Target framework; CFO payout not disclosed |
| Profitability – Net Income ($000s) | 70% (category weight) | $18,250 | $23,250 | $25,250 | $24,948 | Target framework; CFO payout not disclosed |
| Growth – Core Deposit Growth | 10% | 3% | 6% | 8% | -1.0% | Target framework; CFO payout not disclosed |
| Growth – Loan Growth | 10% | 3% | 6% | 8% | 8.8% | Target framework; CFO payout not disclosed |
| Risk – Nonperforming Assets to Equity | 20% | <2.75% | <1.5% | <1.0% | 0.0% | Target framework; CFO payout not disclosed |
Equity awards are time-based restricted stock (not PSUs); vesting schedules below .
Equity Ownership & Alignment
| Date | Award Type | Shares | Vesting Schedule | Notes |
|---|---|---|---|---|
| 2024-02-28 | Restricted Stock Award (RSA) | 6,262 | 20% annually over 5 years, beginning 2025-02-28 (per 2018 Stock Plan practice) | Grant consists of two tranches: 1,262 and 5,000 shares |
| 2025-02-28 | Restricted Stock Award (RSA) | 1,112 | 20% annually over 5 years, beginning 2026-02-28 (per plan practice) | — |
| 2025-02-28 | Shares surrendered for tax withholding | 925 | Surrenders on multiple vesting tranches (97, 119, 107, 89, 410, 103 shares) | Reflects tax withholding upon vesting |
- Company policy prohibits short selling, public options trades (incl. covered calls), and hedging or similar derivative arrangements in company stock .
- Ownership percentage and options for Mr. Gall are not disclosed in the proxy; outstanding equity award tables in the proxy cover named executive officers only .
Employment Terms
- 2018 Equity Plan change-of-control mechanics: if OVLY is not the surviving company and awards are not assumed/substituted, all awards fully vest and terminate at the effective time; if OVLY survives or awards are assumed/substituted, awards remain outstanding per their terms .
- Double-trigger: if a participant is terminated without cause within 24 months following a change in control, outstanding awards fully vest upon that event .
- Retirement: restricted stock awards fully vest upon retirement at Normal Retirement Age per award terms .
- No separate employment agreement or severance provisions for Mr. Gall are disclosed (only President/COO McCarty’s agreement is described) .
Compensation Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation Committee is composed solely of independent directors; it sets executive incentive plans and equity programs .
- Market benchmarking leverages California Bankers Association data (Pearl Meyer), targeting median pay vs. peer banks; 2024 peer assets roughly $1.4–$3.0 billion, ~48 banks .
- Pay structure comprises base salary, annual cash incentives tied to profitability/growth/risk metrics, and long-term stock-based awards to align with shareholder value .
- Say-on-pay (2022) approved by 97% of votes cast; advisory votes occur every three years, with items presented again at the 2025 annual meeting (including say-on-frequency, for which the Board recommends 3 years) .
Investment Implications
- Alignment: Time-based RSAs with 5-year vesting create meaningful, ongoing equity exposure for Mr. Gall; retirement and double-trigger protections align executive retention with long-term shareholder outcomes .
- Insider selling pressure: Recent Form 4 activity for Mr. Gall shows RSA grants and tax-withholding surrenders upon vesting; no discretionary trading is indicated in the listing of late filings, and hedging/short selling are prohibited by policy, reducing forced selling risk beyond tax events .
- Performance sensitivity: Incentive design prioritizes profitability (70% weight) with growth and asset quality metrics; observed 2024 results (ROA 1.35%, net income $24.95m, loan growth 8.8%, NPA-to-equity 0.0%) suggest compensation remains exposed to earnings cyclicality and deposit dynamics (core deposit growth missed threshold), a key lever for payout variability .
- Governance and shareholder support: Independent Compensation Committee, median benchmarking, and historically high say-on-pay support (97%) indicate lower pay-related governance risk; nonetheless, transparency on CFO-specific pay elements is limited because the CFO is not an NEO in the proxy, which may constrain detailed pay-for-performance analysis for this role .