**Exhibit 99.2**

 

**IFR Section 30.15 — Certification for Years following First Fiscal Year**

**(Principal Financial Officer)**

 

**OAK VALLEY BANCORP**

 

**UST #205**

 

I, Richard A. McCarty, Executive Vice President and Chief Financial Officer of Oak Valley Bancorp (the “Company”), certify, based on my knowledge, that:

 
| (i) | The   Company’s Compensation Committee has discussed, reviewed and evaluated with   senior risk officers at least every six months during the most recently   completed fiscal year, all of which was a TARP period, senior executive   officer (SEO) compensation plans and employee compensation plans and the   risks these plans pose to the Company; |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| (ii) | During   the discussions, reviews and evaluations described above, the Company’s   Compensation Committee did not identify, and thus did not need to take steps   to limit, during the most recently completed fiscal year any features of the   SEO compensation plans that could lead SEOs to take unnecessary and excessive   risks that could threaten the value of the Company, and the Company’s   Compensation Committee did not identify any features of the employee   compensation plans that pose risks to the Company, and thus did not need to   take steps to limit those features to ensure that the Company is not   unnecessarily exposed to risks; |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| (iii) | The   Company’s Compensation Committee has reviewed, at least every six months   during the most recently completed fiscal year, the terms of each employee   compensation plan and identified any features of the plan that could   encourage the manipulation of reported earnings of the Company to enhance the   compensation of an employee, and has limited any such features; |
|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| (iv) | The   Company’s Compensation Committee will certify to the reviews of the SEO   compensation plans and employee compensation plans required under paragraphs   (i) and (iii) above; |
|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 
| (v) | The   Company’s Compensation Committee will provide a narrative description of how   it limited during any part of the most recently completed fiscal year the   features in: |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of the Company;

 

(B) Employee compensation plans that unnecessarily expose the Company to risks; and

 

(C) Employee compensation plans that could encourage the manipulation of reported earnings of the Company to enhance the compensation of an employee;

 
| (vi) | The   Company has required that bonus payments to SEOs or any of the next twenty   most highly compensated employees, as defined in the regulations and guidance   established under Section 111 of EESA (bonus payments), be subject to a   recovery or “clawback” provision during the most recently completed fiscal   year if the bonus payments were based on materially inaccurate financial   statements or any other materially inaccurate performance metric criteria; |
|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

----

 
| (vii)  |   | The   Company has prohibited any golden parachute payment, as defined in the   regulations and guidance established under Section 111 of EESA, to an   SEO or any of the next five most highly compensated employees during the most   recently completed fiscal year;                                                                                                                                                                                                          |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (viii) |   | The   Company has limited bonus payments to its applicable employees in accordance   with Section 111 of EESA and the regulations and guidance established   thereunder during the most recently completed fiscal year;                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (ix)   |   | The   Company and its employees have complied with the excessive or luxury   expenditures policy, as defined in the regulations and guidance established   under Section 111 of EESA, during the most recently completed fiscal   year; and any expenses that, pursuant to the policy, required approval of the   board of directors, a committee of the board of directors, an SEO, or an   executive officer with a similar level of responsibility were properly   approved; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (x)    |   | The   Company will permit a non-binding shareholder resolution in compliance with   applicable federal securities rules and regulations on the disclosures   provided under the federal securities laws related to SEO compensation paid   or accrued during the most recently completed fiscal year;                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xi)   |   | The   Company will disclose the amount, nature, and justification for the offering,   during the most recently completed fiscal year, of any perquisites, as   defined in the regulations and guidance established under Section 111 of   EESA, whose total value exceeds $25,000 for the employee who is subject to   the bonus payment limitations identified in paragraph (viii);                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xii)  |   | The   Company will disclose whether the Company, the Company’s board of directors,   or the Company’s Compensation Committee has engaged during the most recently   completed fiscal year a compensation consultant; and the services the   compensation consultant or any affiliate of the compensation consultant   provided during this period;                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xiii) |   | The   Company has prohibited the payment of any gross-ups, as defined in the   regulations and guidance established under Section 111 of EESA, to the   SEOs and the next twenty most highly compensated employees during the most   recently completed fiscal year;                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xiv)  |   | The   Company has substantially complied with all other requirements related to   employee compensation that are provided in the agreement between the Company   and Treasury, including any amendments;                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xv)   |   | The   Company has submitted to Treasury a complete and accurate list of the SEOs   and the twenty next most highly compensated employees for the current fiscal   year, with the non-SEOs ranked in descending order of level of annual   compensation, and with the name, title, and employer of each SEO and most   highly compensated employee identified; and                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| (xvi)  |   | I   understand that a knowing and willful false or fraudulent statement made in   connection with this certification may be punished by fine, imprisonment, or   both. (See, for example, 18 USC 1001.)                                                                                                                                                                                                                                                                              |

 

 
| Dated:   March 31, 2011 | /s/ RICHARD   A. MCCARTY  |
|------------------------------|--------------------------------|
|                         | Richard   A. McCarty           |
|                         | Executive   Vice-President and |
|                         | Chief   Financial Officer      |
|                         | Oak   Valley Bancorp           |

 

----