Theresa V. Roland
About Theresa V. Roland
Executive Vice President and Chief Human Resources Officer (CHRO) of Oak Valley Bancorp (OVLY). Age 46; executive officer since 2024; joined Oak Valley Community Bank in 2023 after senior HR leadership roles in Northern California municipalities; master’s degree in public administration and organizational development from National University . Company performance in 2024 that drives pay-for-performance included Return on Assets of 1.35%, Loan Growth of 8.8%, Nonperforming Assets to Equity of 0.0%, and Net Income of $24,948, with liquidity supported by $169 million in cash equivalents and $45 million deposit growth despite net income and net interest margin pressure from rising deposit rates .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oak Valley Bancorp / Oak Valley Community Bank | EVP, Chief Human Resources Officer | 2024–present | Led transformation of the Human Resources division to attract, engage, and develop talent . |
| Oak Valley Community Bank | Senior HR leadership (pre-officer) | 2023 | Built HR platform prior to formal officer appointment . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| City of Lathrop | Human Resources Director | 2022 | Municipal HR leadership and policy execution . |
| City of Ceres | Human Resources Director | 2020–2021 | Oversaw HR operations during recovery period . |
| City of Stockton | Human Resources Manager | 2017–2019 | Managed HR programs for a large municipality . |
| Education | MPA, Organizational Development, National University | N/A | Advanced training aligned to HR strategy and governance . |
Fixed Compensation
- OVLY’s executive compensation program comprises base salary, annual variable cash awards tied to Company financial/strategic metrics, and long-term stock-based awards; as responsibility increases, a larger share is performance-linked .
- The proxy provides detailed cash/equity figures for named executive officers (NEOs) but does not disclose Theresa Roland’s individual salary/bonus in the Summary Compensation Table (which covers CEO, President/COO, and Chief Credit Officer) .
- Company-wide benefits include a 401(k) match of 75% up to IRS limits, comprehensive health and welfare programs, and automobile allowances for named executives; applicability to non-NEO executive officers is programmatic but individual amounts for Ms. Roland are not disclosed .
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual |
|---|---|---|---|---|---|
| Return on Assets (Profitability) | 70% | 1.00% | 1.25% | 1.35% | 1.35% |
| Net Income (Profitability) | 70% | $18,250 | $23,250 | $25,250 | $24,948 |
| Core Deposit Growth (Growth) | 10% | 3% | 6% | 8% | -1.0% |
| Loan Growth (Growth) | 10% | 3% | 6% | 8% | 8.8% |
| Nonperforming Assets to Equity (Risk Mgmt) | 20% | <2.75% | <1.5% | <1.0% | 0.0% |
- Reference payout context: Bonuses for NEOs were paid at roughly 100.5% of target (CEO $276,375, President/COO $213,562, CCO $118,257), reflecting performance versus the above metrics; Theresa Roland’s individual bonus payout was not disclosed .
Equity Ownership & Alignment
| Item | Date | Shares | Notes |
|---|---|---|---|
| Direct Common Stock (Form 3) | 01/01/2024 | 3,000 | Owned directly; initial statement of beneficial ownership filed 01/11/2024 . |
| Restricted Stock Award Grant | 02/28/2024 | 5,000 | Granted under the Company’s stock plan; grants to executives on that date included such restricted stock awards . |
| Restricted Stock Award Grant | 02/28/2025 | 1,112 | Annual grant; reported via Form 4 . |
| Vesting Terms (Plan) | Various | N/A | Under the 2018 Equity Plan, restricted stock awards generally vest 20% annually over five years; 2024 NEO awards vest beginning 02/28/2025. Awards fully vest if not assumed at change in control, and may fully vest if terminated without cause within 24 months post-change in control when assumed; retirement vesting for NEO awards per award agreement . |
| Ownership Measure | Value |
|---|---|
| Shares Outstanding (Record Date 04/23/2025) | 8,382,062 |
| Theresa Roland Direct Common Stock | 3,000 |
| Ownership % (Direct Only) | ~0.036% (3,000 ÷ 8,382,062; inputs from and ) |
- Vested vs. unvested: Individual unvested totals for Ms. Roland are not separately disclosed; NEO unvested schedules show 20% annual vesting cadence over 5 years .
- Hedging/derivatives are prohibited for executives, employees and directors; prohibition includes short-selling, publicly traded options, and hedging arrangements; the proxy does not explicitly disclose a pledging policy .
- Beneficial ownership table lists directors and certain executives; Ms. Roland’s holdings are not tabulated there, but are reported via Section 16 filings (Form 3/Form 4) above .
Employment Terms
| Term | Details |
|---|---|
| Officer Since | 2024 (EVP, CHRO) . |
| Joined OV Community Bank | 2023 . |
| Employment Agreement | Not disclosed for Ms. Roland; NEO employment terms (e.g., McCarty) separately discussed . |
| Change-of-Control (Equity Plan) | If awards not assumed/substituted upon a change in control, they fully vest and terminate at the event; if assumed/substituted, awards remain outstanding, but fully vest if the participant is terminated without cause within 24 months after the change in control; retirement immediate vesting noted for NEO restricted stock per award agreement . |
| Benefits | Health and welfare programs; 401(k) match of 75% up to IRS limits; automobile allowances offered to NEOs; individual amounts for Ms. Roland not disclosed . |
| Clawback / Non-compete | Not disclosed in proxy for Ms. Roland . |
Investment Implications
- Alignment and retention: Equity grants (5,000 in 2024; 1,112 in 2025) plus prohibition on hedging indicate alignment with shareholder value; lack of disclosed pledging reduces alignment risk, though pledging policy is not explicitly stated .
- Vesting cadence and trading signals: Plan-level vesting at 20% annually over five years creates a predictable February 28 vest cycle; peers’ tax-withholding surrenders on vest dates are common, suggesting periodic non-open market dispositions could occur; Ms. Roland’s specific tax surrenders are not disclosed in the proxy excerpts provided .
- Pay-for-performance linkage: Annual incentive framework ties payouts to profitability (ROA, Net Income), growth (loan/deposit growth), and risk (asset quality), with 2024 actuals meeting/exceeding most targets; Ms. Roland participates in the executive program design, though individual payout details are not disclosed .
- Execution risk and track record: 2024 performance reflects strong loan growth and stable credit quality but margin headwinds; HR transformation mandate aligns with operational scaling and talent engagement during growth and liquidity management periods .