Russell E. Stahl
About Russell E. Stahl
Executive Vice President and Chief Information Officer (CIO) of Oak Valley Bancorp (Oak Valley Community Bank) since January 2017; 54 years old in 2025 with 30+ years of bank operations experience and two decades in IT. Joined Oak Valley Community Bank in 1998 and has led development, operations, and security of the bank’s technology infrastructure; previously served as Senior Vice President, Information Technology before promotion to EVP/CIO in 2017 . Company performance context during 2024: ROA 1.35%, net income $24.948M, loan growth 8.8%, nonperforming assets to equity 0.0%; core deposit growth declined 1.0% . Shareholder pay-versus-performance shows TSR rising to $176.97 in 2023 and $175.87 in 2024 for an initial $100 investment, alongside net income trends; provides backdrop for incentive-linked pay philosophy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Community Bank | Executive Vice President, Chief Information Officer | 2017–present | Leads technology infrastructure development, operations, and security; key role in operational resilience and cyber risk management . |
| Oak Valley Community Bank | Senior Vice President, Information Technology | Prior to Jan 2017 | Managed IT operations prior to promotion; foundational oversight of banking systems and security . |
External Roles
No external directorships or outside corporate roles disclosed for Stahl in the 2024–2025 proxy statements reviewed .
Fixed Compensation
Not disclosed in the proxy; Stahl is not presented as a Named Executive Officer (NEO) in the Summary Compensation Table (which only includes CEO, President/COO, and Chief Credit Officer) .
Performance Compensation
Company-wide executive incentive framework (applies to NEOs and informs broader executive incentives) emphasizes pay-for-performance across profitability, growth, and risk. While Stahl’s specific targets/payouts are not disclosed, the 2024 structure and outcomes are below.
| Metric | Weighting (%) | 2024 Target | 2024 Actual |
|---|---|---|---|
| Return on Assets (Profitability) | 70 | 1.25% | 1.35% |
| Net Income (Profitability) | 70 | $23.250M | $24.948M |
| Core Deposit Growth (Growth) | 10 | 6% | -1.0% |
| Loan Growth (Growth) | 10 | 6% | 8.8% |
| Nonperforming Assets to Equity (Risk) | 20 | <1.5% | 0.0% |
- Bonus mechanics: threshold/target/max ranges established annually; 2024 weighting was 70% profitability, 10% growth, 20% risk; four metrics exceeded targets, one missed threshold; NEO payouts were 100.5% of target (illustrative of overall program calibration) .
Equity Ownership & Alignment
Vesting cadence and insider activity indicate ongoing long-term equity alignment with limited selling pressure.
| Type | Date | Shares/Units | Notes |
|---|---|---|---|
| Restricted Stock Award (RSA) | 02/28/2024 | 6,262 | Aggregate award; consists of two transactions: 1,262 and 5,000 shares . |
| Surrender for Tax Withholding | 02/28/2024 | 527 | Shares withheld to cover taxes upon vesting events on that date . |
| Restricted Stock Award (RSA) | 02/28/2025 | 1,112 | Annual RSA grant . |
| Surrender for Tax Withholding | 02/28/2025 | 925 | Shares withheld to cover taxes upon vesting events on that date . |
- Equity plan vesting mechanics: Under the 2018 Stock Plan, NEO RSAs granted in 2024 vest 20% annually over five years beginning 2/28/2025; RSAs vest immediately upon retirement at Normal Retirement Age; double-trigger full vesting if a participant is terminated without cause within 24 months post change-in-control and awards are assumed; if awards are not assumed, they fully vest at the change-in-control effective time .
- Trading and alignment policies: Hedging, short selling, options trading, and derivative arrangements are prohibited for executives, employees, and directors; supports alignment and reduces misaligned risk-taking .
- Beneficial ownership and pledging: Stahl’s total beneficial ownership (direct/indirect) and any pledging are not disclosed in the beneficial ownership tables (which list directors and NEOs) .
Employment Terms
- Individual employment/severance: No personal employment agreement or severance multiple for Stahl is disclosed; McCarty’s agreement is detailed for reference and expired March 18, 2024 .
- Change-in-control: 2018 Plan provides accelerated vesting/termination mechanics as noted above applicable to plan participants (including executive officers) .
Performance & Track Record
Company-level pay-versus-performance provides context during Stahl’s CIO tenure.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – Value of $100 Investment | $132.27 | $176.97 | $175.87 |
| Net Income ($) | $22,902,000 | $30,848,000 | $24,948,000 |
- 2024 operating scorecard results: ROA 1.35%, loan growth 8.8%, NPA to equity 0.0%; core deposit growth declined 1.0% amid competitive rate environment, reflecting liquidity and deposit cost dynamics .
- Compensation governance and benchmarking: Compensation Committee targets median of a Northern California community bank peer group (assets $1.4–$3.0B; avg ~$2.1B) using California Bankers Association data; Pearl Meyer conducted a fairness review in 2023; no consultant engaged in 2024; philosophy emphasizes alignment and retention .
Compensation Committee Analysis
- Program structure: Base salary, annual cash incentives tied to company financial/operational objectives, and long-term equity awards; additional benefits include 401(k) match, health/welfare programs, and (for certain executives) salary continuation and split-dollar life insurance (not disclosed for Stahl) .
- Shareholder feedback: Say‑on‑pay approval was 97% in 2022; next votes occur at the 2025 annual meeting (including say‑on‑frequency), with triennial cadence recommended by the Board .
Risk Indicators & Red Flags
- Hedging/derivative trading prohibited for insiders (mitigates misalignment) .
- Related party transactions oversight: Strict policies; 2024 payments to Crown Painting and Design Studio 120 ($236,000) are disclosed with board review and independence considerations; not related to Stahl .
- Section 16(a) compliance: Delinquent report table lists multiple insiders’ Form 4 filings; Stahl’s RSA grants and tax surrenders were reported timely in 2024–2025; no open-market selling activity disclosed for Stahl .
Equity Ownership & Alignment (Additional Plan Terms)
| Provision | Term |
|---|---|
| Vesting cadence | NEO RSAs: 20% annually over five years starting 2/28/2025; retirement-age immediate vest . |
| Change-in-control – not assumed by acquirer | Awards fully vest and terminate at effective time . |
| Change-in-control – assumed by acquirer | Awards remain; if terminated without cause within 24 months, awards fully vest and terminate . |
| Trading prohibitions | No short selling, options, hedging, or derivative arrangements . |
Employment Terms (Stahl-Specific)
No employment agreement, severance multiple, non-compete/non-solicit, or garden leave terms are disclosed for Stahl in the proxy statements reviewed .
Investment Implications
- Alignment: Repeated RSAs to Stahl with tax-withholding surrenders and a strict hedging ban point to long-term equity alignment and low near-term selling pressure; watch for additional grants and vesting schedules around late February annually .
- Retention: Absence of a disclosed individual employment agreement or salary continuation for Stahl suggests retention relies on ongoing equity and annual incentives under company frameworks; change‑in‑control provisions in the 2018 Plan provide protective acceleration, reducing adverse retention risk in M&A scenarios .
- Performance linkage: Incentive structure is tightly tied to profitability (ROA, net income), prudent growth (loans, core deposits), and risk (NPA to equity, audit outcomes). 2024 outcomes were mixed but overall above target, indicating that payout curves remain sensitive to operational execution—beneficial for pay-for-performance discipline .
- Monitoring signals: Track Form 4s around 2/28 for grant/vest activity; monitor any 8‑K 5.02 changes affecting senior IT leadership; evaluate deposit cost dynamics and cyber/operational risk metrics as leading indicators for CIO execution risk and future incentive outcomes .
Note: Where Stahl-specific cash compensation, severance, or ownership quantities are not disclosed, analysis relies on disclosed company compensation frameworks and plan-level terms from the proxy statements.