Terrance P. Withrow
About Terrance P. Withrow
Terrance P. Withrow (age 65) has served on the boards of Oak Valley Bancorp and Oak Valley Community Bank since November 2013. He is a licensed CPA (since 1984), Managing Partner of Withrow & Baggett, LLP (since 2005), a Stanislaus County Supervisor (District 3, since 2011), and an almond and grape farmer—bringing financial expertise and deep community connectivity to the board. He is designated an “audit committee financial expert” by the board. His current board term runs through 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Withrow & Baggett, LLP | Managing Partner | 2005–present | Public accounting leadership; financial expertise relevant to audit oversight |
| CPA (California) | Licensed CPA | 1984–present | Technical accounting and internal control expertise supporting Audit Committee work |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanislaus County | County Supervisor, District 3 | 2011–present | Community ties; civic perspective relevant to CRA oversight |
Board Governance
- Independence: The board determined Mr. Withrow is independent under Nasdaq rules .
- Committee assignments and roles:
- Audit Committee (member); Audit met 7 times in FY2024; Withrow designated an audit committee financial expert .
- Compensation Committee (member); met 2 times in FY2024 .
- Nominating Committee (member); met 2 times in FY2024 .
- Loan Committee (all directors serve); met 23 times in FY2024 .
- CRA Committee (member); met 4 times in FY2024 .
- Attendance: The board held 12 meetings in FY2024; each incumbent director attended at least 75% of aggregate board and applicable committee meetings. All 13 directors attended the 2024 annual meeting of shareholders .
- Board structure: CEO and Chair roles are separated; risk oversight allocated to committees (Audit, Compensation, Loan, Investment) .
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 36,000 | — | — | 5,484 | 41,484 |
| 2024 | 36,000 | — | — | 6,107 | 42,107 |
- Director fees: Non-employee directors received a cash retainer of $3,000 per month in 2024; no meeting or committee fees disclosed .
- All Other Compensation: Reflects accruals under Director Retirement Agreements and economic value of imputed income on split-dollar life insurance; not all amounts are vested .
Performance Compensation
| Plan | Metric(s) | Weight | FY2024 Outcome | Notes |
|---|---|---|---|---|
| Non-employee director equity/incentive | None disclosed for directors in 2024 | — | No equity or options granted to independent directors in 2024 | Two directors held outstanding RS stock at 12/31/24 (Holder, Dickerson); none for Withrow |
Director Retirement Agreements (non-cash, governance-relevant)
- Normal retirement benefit: $12,000 per year for 10 years after the later of age 72 or 10 years of service; early retirement/disability = lump-sum of accrued liability; change-in-control within 24 months of service termination = accrued liability payout .
Other Directorships & Interlocks
| Company | Exchange | Role | Committee Roles | Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | 2025 proxy does not disclose other public company directorships for Withrow . |
Expertise & Qualifications
- Audit committee financial expert (SEC definition) and “financially sophisticated” (Nasdaq) .
- CPA with extensive public accounting experience; manages a regional firm. Community leadership via County Supervisor role; agricultural business experience .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding | Options Outstanding | RS/DSU Outstanding | Pledged Shares |
|---|---|---|---|---|---|
| March 31, 2025 | 31,326 | 0.37% | 0 (no directors had outstanding options as of 12/31/24) | 0 (no RS disclosed outstanding for Withrow as of 12/31/24) | None disclosed |
Insider Trades (Form 4)
| Transaction Date | Type | Shares | Filing Date |
|---|---|---|---|
| 2023-02-13 | Open market purchase | 148 | 2024-05-06 |
| 2023-08-14 | Open market purchase | 152 | 2024-05-06 |
| 2024-02-12 | Open market purchase | 225 | 2024-05-06 |
| 2024-08-09 | Open market purchase | 221 | 2025-04-02 |
| 2025-02-14 | Open market purchase | 278 | 2025-04-02 |
- Stock ownership guidelines: Bylaws require each director to hold shares; no fixed multiple is specified .
Related-Party Exposure and Conflicts
- Loans and banking transactions with directors are conducted in the ordinary course, on market terms, and comply with Regulation O; exceptions to SOX 402 apply to FDIC-insured institutions. No specific related-party transactions were disclosed for Withrow; 2024 vendor payments disclosed pertained to affiliates of Thomas/Erich Haidlen .
- Independence affirmed under Nasdaq; designation as audit financial expert supports audit oversight independence .
Governance Assessment
- Strengths:
- Independence and audit financial expert status support robust financial oversight .
- Demonstrated engagement: serves on key committees (Audit, Compensation, Nominating, Loan, CRA); board/committee attendance met company thresholds; board held 12 meetings in 2024 .
- Ownership alignment: 31,326 shares (0.37%); recurring open-market purchases through Feb-2025 signal confidence; no pledging disclosed .
- Watch items:
- Director Retirement Agreement benefits (non-performance, change-in-control payout of accrued liability); common in community banks but not performance-based; monitor cost and vesting accruals over time .
- Generic insider lending policy applies; continue to monitor compliance and any future disclosures for individual-specific transactions (none for Withrow to date) .
- No red flags identified specific to Withrow (no related-party payments, no pledging, independent status maintained, no equity award grants in 2024 to directors) .
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