Oak Valley Bancorp (OVLY) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 17, 2025, to elect five directors, ratify the auditor, and hold advisory votes on executive compensation and its frequency.

• Shareholders of record as of April 23, 2025, are entitled to vote on 8,382,062 outstanding shares.

• Proxy materials are primarily distributed electronically, with multiple voting methods available, including online, phone, mail, and in-person.

Voting matters and shareholder proposals

• Proposals include election of five directors, ratification of RSM US LLP as auditor, advisory vote on executive compensation, and advisory vote on frequency of such votes (Board recommends every 3 years).

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and FOR a 3-year frequency on say-on-pay.

• Shareholders may submit proposals for the 2026 meeting by December 26, 2025.

Board of directors and corporate governance

• Board consists of a majority of independent directors, with a classified structure divided into three classes.

• Two directors (Danny L. Titus and Thomas A. Haidlen) plan to retire at the 2025 meeting, reducing the board size to 12.

• Six standing committees: Nominating, Audit, Loan, Investment, Compensation, and CRA, all chaired by independent directors.

• Annual board and committee self-evaluations are conducted.

• Directors are encouraged to attend annual meetings; all attended in 2024.