Kimberly D. Booke

About Kimberly D. Booke

Executive Vice President and Chief Risk Officer at Oak Valley Bancorp (OVLY); age 55; officer since 2024; joined Oak Valley Community Bank in 2005. She leads governance and strategy for risk management and compliance, with 30+ years of banking experience; credentials include Certified Regulatory Compliance Manager (CRCM) and Certified Anti-Money Laundering Specialist (CAMS); graduated with Honors from Pacific Coast Banking School in 2017 . Company performance context during her current role: 2024 ROA was 1.35%, net income $24.948 million, loan growth 8.8%, nonperforming assets to equity 0.0% . OVLY’s 3-year total shareholder return (value of $100 invested on 12/31/2021) progressed from $132.27 (2022) to $176.97 (2023) to $175.87 (2024); note this TSR is company-level and not solely attributable to one executive .

Past Roles

External Roles

No external public-company directorships or outside board roles are disclosed in the executive officer biographies reviewed .

Fixed Compensation

• Kimberly D. Booke is not a named executive officer (NEO) in 2024; base salary, target bonus %, and perquisites are not itemized in the Summary Compensation Table (SCT) (SCT lists CEO, President/COO, Chief Credit Officer) .
• Company-wide programs available to executive officers include: 401(k) matching at 75% up to IRS limits, health and welfare benefits, and automobile allowances for NEOs; these are program disclosures and may apply broadly but individual amounts for Booke are not disclosed .

Performance Compensation

• OVLY uses annual variable cash awards linked to Company financial objectives; 2024 metrics and actuals are below. Individual weighting, targets, and payout details for Kimberly D. Booke are not disclosed (not an NEO) .

2024 bonus payouts disclosed for NEOs only (CEO, President/COO, Chief Credit Officer) and not for Booke .

Equity Ownership & Alignment

• Restricted stock awards under the Company’s stock plan (indicative of long-term alignment and retention):
  • 5,000 shares granted on 02/28/2024 (Form 4 RSA Grant) .
  • 1,112 shares granted on 02/28/2025 (Form 4 RSA Grant) .
  • 410 shares surrendered for tax withholding on 02/28/2025 (Form 4) .
• Vesting terms: Under the 2018 Stock Plan, restricted stock awards generally vest 20% annually over five years beginning 02/28/2025; awards fully vest upon retirement at “Normal Retirement Age,” and may fully vest upon change-in-control depending on award assumption and termination conditions .
• Hedging/derivative ban: Executives, employees, and directors are prohibited from short selling, trading options, writing covered calls, or engaging in hedging or similar derivative arrangements; no explicit pledging policy is disclosed in the cited sections .
• Beneficial ownership: The 2025 beneficial ownership table lists directors and certain executive officers, but does not provide an individual line item for Kimberly D. Booke; total beneficial ownership, vested/unvested breakdown, and ownership % of shares outstanding for Booke are not disclosed .

Employment Terms

• Change-in-control mechanics (2018 Equity Plan):
  • If awards are not assumed or substituted at change-in-control, each award fully vests and terminates at the effective time; if awards are assumed/substituted, they remain outstanding under original terms .
  • Double-trigger vesting: If terminated without cause within 24 months following a change-in-control (and awards are assumed/substituted), each award fully vests and terminates upon the related event .
  • Retirement treatment: Restricted stock fully vests upon retirement at Normal Retirement Age per award agreement .
• Clawbacks/recoupment: No specific clawback policy language is disclosed in the cited sections; Company addresses tax and accounting considerations (162(m), 409A) in compensation design .
• Hedging prohibition: Speculative trading and hedging are prohibited for insiders .
• Severance and employment agreements: Detailed severance economics are disclosed for certain NEOs (e.g., Mr. McCarty) but no individual employment agreement terms are disclosed for Booke in reviewed filings .

Performance & Governance Context

• Compensation philosophy: Pay is composed of base salary, annual cash incentives tied to financial/operational objectives, and long-term equity awards; total compensation generally targeted at the median of a community-bank peer set .
• Say‑on‑pay: Board recommends FOR approval of NEO compensation; frequency advisory also on ballot (Board supports triennial cadence); next say‑on‑pay expected in 2028; next frequency vote in 2031 .

Investment Implications

• Alignment: Booke’s recurring restricted stock grants and standard 5‑year vesting schedule under the 2018 plan support retention and long-term alignment; hedging and derivatives are prohibited, reducing misalignment risks .
• Insider selling pressure: No open‑market sales are disclosed; share surrenders to cover taxes at vesting are routine and non‑signal; this points to low voluntary selling pressure so far .
• Retention risk: Absence of disclosed individual severance/change‑of‑control terms for Booke (vs. detailed terms for certain NEOs) may imply standard plan protections (double-trigger equity vesting), but limited disclosed cash severance economics; equity cadence and retirement vesting reduce near‑term departure risk .
• Performance linkage: Company incentive metrics (ROA, net income, loan growth, core deposit growth, NPA to equity) are well aligned to a CRO’s remit (asset quality, growth balance, profitability); 2024 outcomes were mixed (strong loan growth and ROA; net income decline vs. 2023; deposits contracted), indicating balanced pay-for-performance pressure at the enterprise level .
• Trading signal: Equity awards and tax withholding surrenders are neutral; lack of discretionary sales suggests no negative signal from Booke; monitor future Form 4s around vesting windows for changes in behavior .