8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 16, 2021

Oak Valley Bancorp

(Exact name of Registrant as Specified in its Charter)

125 N. Third Ave.

Oakdale , CA 95361

(Address of Principal Executive Offices including Zip Code)

(209) 848-2265

(Registrant’s Telephone Number, including Area Code)

Not Applicable

(Former Name or Former Address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2021, the Board of Directors (the “Board”) of Oak Valley Bancorp (the “Company”) appointed Richard A. McCarty as President and Chief Operating Officer effective on January 1, 2022. **** Mr. McCarty, age 50, has held his current position of Senior Executive Vice President and Chief Operating Officer since 2017. Mr. McCarty previously held the positions of Chief Administrative Officer from 2008 to 2017, and Chief Financial Officer from 2000 to 2016. The title of President is currently held by Christopher M. Courtney, President and Chief Executive Officer, whose title will change to Chief Executive Officer effective on January 1, 2022.

There are no arrangements or understandings between Mr. McCarty and any other person, pursuant to which Mr. McCarty was appointed as the President. In connection with the foregoing, no material plan, contract or arrangement between the Company and Mr. McCarty have been entered into or materially amended, and the employment agreement dated March 19, 2021 between the Company and Mr. McCarty, a copy of which is filed as exhibit 10.4 to the annual report on Form 10-K filed on March 31, 2021 and incorporated herein by reference, remains in effect.

Further information about Mr. McCarty’s appointment is contained in the press release issued by the Company, a copy of which is attached hereto as exhibit 99.1.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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ex_309735.htm

Exhibit 99.1

For Immediate Release

OAK VALLEY COMMUNITY BANK ANNOUNCES PROMOTION

OF RICK MCCARTY TO PRESIDENT

OAKDALE, CA - Christopher M. Courtney, President & CEO of Oak Valley Bancorp, (NASDAQ: OVLY) and its wholly owned subsidiary, Oak Valley Community Bank, announced the promotion of Rick McCarty to President and Chief Operating Officer effective January 1, 2022.

McCarty has been with Oak Valley for over 22 years, joining the bank at a time when Oak Valley had 3 branches and less than $150 million in total assets. He has served the bank as Senior EVP and Chief Operating Officer since 2017. Prior to that McCarty held the Chief Administrative Officer and Chief Financial Officer positions concurrently.

“Rick has been an integral part of the growth and prosperity of the bank. His oversight of the bank’s mission critical functions and the instrumental role he plays within the management team have been key drivers of our success,” stated Chris Courtney, President and CEO. This promotion signals the influence he has had on the Company through the years and illustrates the continued execution of our succession planning initiatives.”

“From our frontline employees to our administrative and support departments, we are very fortunate to have assembled a team here at Oak Valley that continually challenges themselves to provide the best banking experience imaginable for our clients. This transition will be seamless because we have a shared vision which keeps us aligned and able to connect the performance of core competencies with the achievement of long-term strategic goals,” concluded Rick McCarty, Senior Executive VP and COO.

Oak Valley Bancorp operates Oak Valley Community Bank & their Eastern Sierra Community Bank division, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 17 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, Sacramento, two branches in Sonora, three branches in Modesto, and three branches in their Eastern Sierra division, which includes Bridgeport, Mammoth Lakes, and Bishop. The Company recently announced it has received regulatory approval to open a new office in Roseville, which is slated for the first quarter of 2022.

For more information, call 1-866-844-7500 or visit www.ovcb.com.