Michael J. Rodrigues
About Michael J. Rodrigues
Michael J. Rodrigues (age 55) is Executive Vice President and Chief Credit Officer of Oak Valley Bancorp and Oak Valley Community Bank, serving in the role since 2006 and an executive officer since 2008, with ~30 years of banking experience. He holds a Business Finance degree from California Polytechnic State University, San Luis Obispo, and is a 2006 graduate of Pacific Coast Banking School (University of Washington) . Company performance metrics tied to incentive pay in 2024 included profitability (Return on Assets and Net Income), growth (core deposits and loans), and risk management (nonperforming assets), with actual results: ROA 1.35%, Net Income $24.948M, Loan Growth 8.8%, NPA to Equity 0.0%, while Core Deposit Growth was -1.0% . Over 2022–2024, the Company’s TSR increased from a $100 initial fixed investment to $176.97 in 2023 before ending at $175.87 in 2024, alongside Net Income of $22.902M (2022), $30.848M (2023), and $24.948M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank | Executive Vice President, Chief Credit Officer | Since 2006 | Leads credit risk management; Company reported zero nonperforming assets in 2023 and 2024 . |
| Oak Valley Community Bank | Commercial Lender | Joined 1997 | Progression into senior credit leadership over long tenure . |
External Roles
- No external public-company directorships or external roles disclosed in the proxy for Mr. Rodrigues .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 323,117 | 357,714 |
| All Other Compensation ($) | 66,235 | 70,942 |
| Total Cash (Salary + All Other) ($) | 389,352 | 428,656 |
| All Other Compensation Detail (2024) | Amount ($) |
|---|---|
| Economic value of split-dollar life insurance | 1,317 |
| 401(k) company match | 22,875 |
| Accrual for Salary Continuation Agreement | 38,836 |
| Perquisites – Golf dues and auto allowance | 5,100 |
| Cash dividends on unvested RSUs | 2,814 |
- Base salary increases for named executives in 2024 were 10.0%–13.3%, aligned to competitive data and company performance .
Performance Compensation
| Incentive Type | Year | Metric | Target/Structure | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus | 2024 | Weighted scorecard: Profitability (70%), Growth (10%), Risk Mgmt (20%) | Target opportunity: 36% of base salary; Threshold 15%; Max 40% | $118,257; 100.5% of target | Metrics and weighting approved by Compensation Committee . |
| 2024 Bonus Metrics | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Return on Assets (%) | 1.00 | 1.25 | 1.35 | 1.35 |
| Net Income ($000s) | 18,250 | 23,250 | 25,250 | 24,948 |
| Core Deposit Growth (%) | 3 | 6 | 8 | -1.0 |
| Loan Growth (%) | 3 | 6 | 8 | 8.8 |
| Nonperforming Assets to Equity (%) | <2.75 | <1.5 | <1.0 | 0.0 |
| Equity Awards (RSUs) | Grant Date | Shares | Fair Value Basis | Vesting |
|---|---|---|---|---|
| 2018 Stock Plan – Restricted Stock | 02/28/2024 | 6,262 | Grant-date fair value per FASB ASC 718 | 20% annually over five years beginning 02/28/2025; immediate vesting upon retirement if at retirement age |
Equity Ownership & Alignment
| Beneficial Ownership (as of 03/31/2025) | Shares | % of Outstanding |
|---|---|---|
| Common stock beneficially owned | 74,854 | 0.90% |
| Unvested RSUs (as of 12/31/2024) | Shares | Market Value ($) |
|---|---|---|
| Total Unvested | 8,739 | 255,616 (at $29.25 close on 12/31/2024) |
| RSU Vesting Schedule | 02/28/2025 | 02/28/2026 | 02/28/2027 | 02/28/2028 | 02/28/2029 | Total |
|---|---|---|---|---|---|---|
| Shares vesting | 2,259 | 2,024 | 1,732 | 1,470 | 1,254 | 8,739 |
| Recent Insider Transactions (Form 4) | Type | Date | Shares |
|---|---|---|---|
| RSA Grant | 02/28/2024 | 6,262 (two grants of 1,262 and 5,000) | |
| Shares surrendered for tax withholding | 02/28/2024 | 527 | |
| RSA Grant | 02/28/2025 | 1,112 | |
| Shares surrendered for tax withholding | 02/28/2025 | 925 |
- Trading/hedging policy: Executives, employees, and directors are prohibited from short selling, buying/selling publicly traded options, writing covered calls, and hedging or derivative arrangements with similar economic effect .
- Pledging: No specific pledge disclosures found in the proxy; stock ownership guidelines are addressed for directors (encouraged holdings) but no executive ownership guideline disclosed .
Employment Terms
| Term/Benefit | Key Provision |
|---|---|
| Role tenure | EVP & CCO since 2006; officer since 2008 |
| Salary Continuation Agreement | Revised to 15-year period; annual benefit $61,125 for fifteen years commencing at retirement age 62; if death prior to termination, beneficiary receives lump sum death benefit; benefits reduced to avoid 280G excise tax if necessary |
| Insurance benefits (split-dollar) | Net employee death benefits: $250,000 (Dec 2001 policy) and $525,000 (Jan 2008 policy) |
| Potential payments (hypothetical at 12/31/2024) | Retirement: $916,875; Early termination (other than for cause): $347,028; Change in control where awards are not assumed with qualifying termination within 24 months: $916,875; Change in control where awards are assumed with qualifying termination within 24 months: $1,172,491 |
| Clawback | No specific clawback provisions disclosed in the proxy sections reviewed |
| Non-compete / Non-solicit / Garden leave | Not disclosed in the proxy sections reviewed |
| Change-in-Control Economics | Retirement ($) | Early Termination ($) | CIC – Awards Not Assumed ($) | CIC – Awards Assumed ($) |
|---|---|---|---|---|
| Michael J. Rodrigues | 916,875 | 347,028 | 916,875 | 1,172,491 |
Compensation Structure Analysis
- Mix and trend: 2024 pay shows increased equity emphasis (stock awards $151,102 vs $29,702 in 2023) alongside higher base salary, while annual bonus paid near target (100.5%) on objective metrics .
- Performance linkage: Bonus structure weighted to profitability (70%), growth (10%), and risk (20%), with clearly defined thresholds/targets/maxima; 4 of 5 metrics met/exceeded target (deposit growth missed) .
- Equity design: RSUs vest 20% annually over five years; awards vest immediately upon retirement if at retirement age, strengthening retention incentives; no outstanding options disclosed for Mr. Rodrigues in the fiscal year-end awards table .
- Peer benchmarking and say-on-pay: Total compensation generally targeted at median of community bank peer group; prior say-on-pay approved by 97% in 2022, with next advisory vote in 2025 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 initial investment ($) | 132.27 | 176.97 | 175.87 |
| Net Income ($000s) | 22,902 | 30,848 | 24,948 |
| Credit Quality (NPA to Equity, %) | — | — | 0.0 (Company noted zero NPAs in 2023 and 2024) |
- 2024 overview: Management notes strong loan growth and stable credit quality; lower net income year-over-year due to rising deposit rates and liquidity preservation actions .
Equity Ownership & Alignment Red Flags
- Hedging/derivatives: Prohibited (positive alignment) .
- Pledging: Not discussed; absence of explicit prohibition is a diligence gap (monitor future filings) .
- Option repricing: Not indicated; equity awards comprised of restricted stock in 2024 .
Compensation Peer Group (Benchmarking)
- Targeting median pay levels versus community bank holding companies of similar deposits and geography; specific peer constituents not listed in the proxy sections reviewed .
Say-on-Pay & Shareholder Feedback
- 2022 advisory vote on executive compensation approved by 97% of votes cast; approach maintained into 2024; next advisory votes on compensation and frequency at the 2025 Annual Meeting .
Investment Implications
- Compensation-performance alignment: Rodrigues’ cash bonus is formulaic and tightly linked to objective metrics (profitability, growth, risk), with 2024 payout at ~100% of target, indicating alignment to delivered outcomes, especially strong loan growth and profitability targets met/maxed .
- Retention and selling pressure: Five-year RSU vesting (2,259/2,024/1,732/1,470/1,254 shares from 2025–2029) and retirement-vesting features create strong retention; near-term share supply relates primarily to scheduled vesting and tax-withholding surrenders (527 shares in 2024; 925 in 2025), not open-market selling .
- Change-in-control economics: Double-contingency (qualifying termination within 24 months of a CIC) yields $916,875–$1,172,491, and salary continuation benefits ($61,125 annually for 15 years) support retention but also add cost on transition—monitor for M&A signaling .
- Governance and risk: Hedging/derivative speculation bans reduce misalignment risk; lack of explicit pledging/clawback disclosures is a monitoring point. Strong say-on-pay support (97%) and committee independence/structure mitigate governance concerns .