DEF 14A of Uscb Financial Holdings, Inc.
Filed Apr 23, 2024 · FY20230000927089-24-000071
Election of Directors (Proposal One)
Election of Directors (Proposal One) Our Articles of Incorporation provide that the full Board of Directors are elected by our shareholders each year and until their successors are elected and qualified. At the Annual Meeting, shareholders of USCB Financial Holdings will be asked to elect our directors for a one-year term expiring in 2025, and until their successors are elected and qualified. Our nominating and corporate governance committee has recommended the re-election of all of our directors. No director is related to any other director or executive officer by first cousin or closer. Each nominee currently serves as a director of USCB Financial Holdings and its subsidiary, U.S. Century Bank. Unless otherwise directed, each proxy card signed and returned by a shareholder will be voted for the election of the nominees for director listed on the following page. If any person named as a nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees listed on the following page may not be able to serve as a director if elected. The table below and on the following pages present information concerning the nominees for director, including tenure as a director. Ages are reflected as of April 8, 2024.
Nominees for Director for a One-Year Term Expiring in 2025
Nominees for Director for a One-Year Term Expiring in 2025
Nominees for Director for a One-Year Term Expiring in 2025
| Name | Age and Principal Occupation During the Past Five Years/ Public Directorships | | Ramón Abadin | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2017. Mr. Abadin is an active trial lawyer in Miami, Florida and a partner of Ramon A. Abadin, P.A. In his practice, he has represented some of the world’s largest multinational corporations and insurance companies in complex commercial and tort matters. Mr. Abadin is a prominent member of the Florida legal community having served as a past President of the Florida Bar. Mr. Abadin is also past President of the Cuban American Bar Association. Additionally, Mr. Abadin has been actively involved in the selection of trial and appellate judges in state and federal courts, having served as one of only 15 committee members appointed to evaluate all prospective nominees to the federal bench in the 11th Circuit (Florida, Georgia and Alabama) and nationally. Mr. Abadin also serves as a director for Florida Lawyers Mutual Insurance Company in Oviedo, Florida, where he has served since 2017, and Westcare Foundation, Inc. in Las Vegas, Nevada, where he has served since 2007. Mr. Abadin earned his J.D. from Loyola University of New Orleans School of Law in 1985 and his B.A. in History from Tulane University in 1981. He has received numerous awards, including the prestigious G. Kirk Haas Award from the Florida Bar. We believe Mr. Abadin’s extensive legal and leadership experience qualifies him to sit on our Board. Age 65. |
Nominees for Director for a One-Year Term Expiring in 2025
| Nominees for Director for a One-Year Term Expiring in 2025 (continued) | | | Name | Age and Principal Occupation During the Past Five Years/ Public Directorships | | Luis de la Aguilera | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2016; appointed Chairperson of the Boards of Directors of each of USCB Financial Holdings and U.S. Century Bank in June 2023; served as acting Chairperson from January 2023 to June 2023. Chief Executive Officer and President of U.S. Century Bank since 2015 and of USCB Financial Holdings since its formation in 2021. He directed the reorganization, re-staffing and turn-around of U.S. Century Bank after our 2015 Recapitalization. Prior to his joining us, Mr. de la Aguilera served in various leadership roles at TotalBank, Florida’s 12th largest commercial bank at that time, including as President and Chief Executive Officer from 2013 to 2015, as President and Chief Marketing Officer from 2009 to 2013, as Executive Vice President, Corporate Lending from 2001 to 2009 and as Senior Vice President, Head of Business Development from 2000 to 2001. During his 15-year association with TotalBank, Mr. de la Aguilera organized, hired and directed its key production units, including commercial, real estate, small business, wealth management and residential mortgage lending, and significantly expanded its footprint in Miami-Dade County to 21 banking centers. Mr. de la Aguilera also served as a board member of TotalBank from 2006 to 2015, including as chair or a member of its Executive, Management, ALCO, BSA, Audit and Loan Committees. In his earlier career, Mr. de la Aguilera served in management and loan production positions with Ocean Bank from 1989 to 2000 and business development and lending positions with Republic National Bank from 1982 to 1988. In addition to Mr. de la Aguilera’s extensive banking background, he is active with the Florida Banker’s Association and serves on its board. He served as a Director of Florida School of Banking at the University of Florida from 2012 to 2015 and has continued his association with the school as an active associate instructor. He was also the Florida Representative for the American Banking Association’s Government Relations Council from 2014 to 2015. Mr. de la Aguilera received a B.A. in English Literature and a Minor in Business Administration from the University of Miami. Mr. de la Aguilera’s executive bank experience, including as a senior executive officer, qualifies him to sit on our Board. Age 64. | | Maria C. Alonso | Director of USCB Financial Holdings and U.S. Century Bank since March 2022. Ms. Alonso has served as the Chief Executive Officer and Regional Dean of Northeastern University, Miami, Florida since October 2022. Ms. Alonso served as the President and CEO of United Way Miami, one of the region’s largest philanthropies, from 2017 through 2021. Under her strategic direction at United Way Miami, Ms. Alonso managed the community’s largest funder of health and human services while overseeing a $40 million dollar budget and more than 250 staff members across multiple locations. Her involvement in community organizations has included: New World School of the Arts (past Executive Committee Chair), Leadership Florida, International Women’s Forum, Greater Miami Chamber of Commerce (past Board Chair), Miami-Dade Beacon Council (past One Community, One Goal Co-Chair), Camillus House, Miami Dade College Foundation, The Miami Foundation, and Teach for America. Ms. Alonso is a recognized community leader having received numerous awards celebrating her civic, business, and philanthropic contributions to the South Florida community. Ms. Alonso earned an M.B.A. from Florida International University and is a cum laude graduate from the University of Miami with a B.S. in Industrial Engineering. We believe Ms. Alonso’s extensive knowledge of the Miami Metropolitan area and her leadership experience qualifies her to sit on our Board. Age 60. |
Nominees for Director for a One-Year Term Expiring in 2025
| Nominees for Director for a One-Year Term Expiring in 2025 (continued) | | | Name | Age and Principal Occupation During the Past Five Years/ Public Directorships | | Howard P. Feinglass | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2015. Mr. Feinglass is the founder and Senior Partner of Priam Capital, which was established in 2003. He is responsible for Priam’s strategic planning, investment sourcing and decision-making. Mr. Feinglass also serves as a director for Centrix Aerospace in Seattle, Washington, where he has served since 2019, First National Bank of America in East Lansing, Michigan since 2023 and Riverside Hawks, a non-profit youth basketball organization. Prior to founding Priam, Mr. Feinglass spent three years running a family office with over $1 billion in assets under management, where he implemented a mandate to diversify the family’s portfolio from its real estate core into alternative investments and holdings of public companies. Prior thereto, Mr. Feinglass worked as a principal at Odyssey Partners in their private equity group for five years. Mr. Feinglass received an M.B.A. from the University of California Los Angeles and an A.B. from Brown University. We believe Mr. Feinglass’ extensive finance, banking and director experience qualifies him to sit on our Board. Age 63. | | Bernardo “Bernie” Fernandez, M.D. | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2017. Dr. Fernandez was appointed in January 2024 as the Corporate Health Executive of Broward Health, a public, non-profit hospital system headquartered in Fort Lauderdale and one of the 10 largest safety-net healthcare systems in the United States. Dr. Fernandez served from 2014 until the end of 2023 as the Chief Executive Officer of Baptist Health Medical Group, a network of more than 250 physicians in multiple specialties spanning from Broward, Dade and Monroe County and is the holder of the John and Margaret Krupa Distinguished Chair. Prior thereto, Dr. Fernandez from 2006 to 2014 served as Chief Executive Officer and President of Cleveland Clinic Florida, a renowned academic medical center with locations in Weston and West Palm Beach, Florida. In 2013, Dr. Fernandez was honored by The Association of Hispanic Healthcare Executives with the prestigious award of National Hospital CEO of the Year. Also in June 2013, he was appointed to the Florida Board of Medicine by Governor Rick Scott and served until 2017. During his tenure, he was elected vice chairman in 2014 and Chairman of the Board in 2015. Dr. Fernandez is a native of Cuba and received his medical degree from the Ponce School of Medicine in Ponce, Puerto Rico, and completed his internal medicine residency and vascular medicine fellowship at the Cleveland Clinic in Ohio. He is Board-certified by the American Board of Vascular Medicine and a Fellow of the Society of Vascular Medicine and the American College of Physicians. Dr. Fernandez is an active member of the South Florida community, which includes, among his various activities, being a member of the Orange Bowl Committee and a member of the board of trustees for St. Thomas University. He also served on the selection panel for the White House Fellows Program, one of America’s most prestigious programs for leadership and public service, in 2011 and 2017. In January 2022, Dr. Fernandez was appointed to the board of directors of International Money Express, Inc., a leading money remittance services company (Nasdaq: IMXI). Dr. Fernandez received his M.B.A. from the University of Miami, School of Business in 2011 and is also a graduate of the Wharton School of Business’ Executive Development Program. We believe Dr. Fernandez’s extensive executive and leadership experience qualifies him to sit on our Board. Age 62. |
Nominees for Director for a One-Year Term Expiring in 2025
| Nominees for Director for a One-Year Term Expiring in 2025 (continued) | | | Name | Age and Principal Occupation During the Past Five Years/ Public Directorships | | Robert E. Kafafian | Director of USCB Financial Holdings and of U.S. Century Bank since March 2022. Mr. Kafafian is the Founder, Chairman and Chief Executive Officer of The Kafafian Group, Inc. and a recognized banking industry leader in performance measurement. Over a 40+ year career he has provided consulting and advisory services to more than 500 financial institutions across the United States and has been instrumental in the design and development of a nationally recognized bank profitability software product. Mr. Kafafian is a frequent speaker and writer on a variety of banking subjects. He teaches at numerous state, regional, and national banking schools. Mr. Kafafian’s previous professional experience includes: President-Consulting Services and Managing Director, Tucker Anthony Capital Markets (now RBC Capital Markets); President & CEO, The Q Group, Inc. (merged with Hopper Soliday & Co./Tucker Anthony Capital Markets); Vice President, Bradford Trust Company (merged into The Bank of New York Mellon Corporation); Director of Budgeting and Profit Planning, United Jersey Bank (merged into Bank of America Corporation); Controller, First National State Bank Corporation (merged into Wells Fargo & Company). Mr. Kafafian has also previously served as President of the Board of Directors of the Association for Management Information in Financial Services (“AMIfs”), is a member of the Financial Managers Society Strategic Issues Council, and is a board member of other companies as well as professional, community, and academic organizations. Mr. Kafafian received a B.A. in Business/Economics from Moravian University and an M.B.A. in Finance from Fairleigh Dickinson University. He was awarded AMIfs’ Lifetime Achievement award and is a Certified Profitability Professional. We believe Mr. Kafafian’s extensive experience and knowledge of the banking industry qualifies him to sit on our Board. Age 68. | | Aida Levitan, Ph.D., APR | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2013; served as Chairperson of the Board of each of USCB Financial and U.S. Century Bank from 2017 until January 2023. Dr. Levitan is nationally recognized marketing communications and civic leader. She founded the strategic branding and marketing firm The Levitan Group, Inc. in 2006 and has served as its President since then. From 2004 to 2005, Dr. Levitan served as Vice Chairperson/President of Bromley Communications, which she helped transform into the number one Hispanic advertising agency in the U.S. (Advertising Age, 2004). In 1986 she co-founded Sanchez & Levitan and sold the agency to Publicis Groupe. Under her leadership as Co-Chairman/CEO between 2001 and 2003, Publicis Sanchez & Levitan became one of the top ten U.S. Hispanic advertising agencies (Advertising Age). With regard to her civic engagement, Dr. Levitan served as Chair of FACE (Facts About Cuban Exiles) and the University of Miami Cuban Heritage Collection Amigos Board in 2019. She founded ArtesMiami, Inc., a nonprofit organization, in 1995 and has served as its President since 2016. In 2010, President Obama and the U.S. Congress named her to the National Museum of the American Latino Commission and in 2012 into the Smithsonian Latino Center National Board, where she served as Vice Chair from 2014 to 2017. In 2015 she was elected to the Council on Foreign Relations. Between 2000 and 2010, Dr. Levitan served on the board of The Art Institutes, a public company, and as Chairperson of the Aetna Latino Advisory Council. In 2004 she served as President of the national Association of Hispanic Advertising Agencies. Dr. Levitan obtained her Ph.D. degree, with a specialty in Spanish Literature, from Emory University in 1977 and a B.A. from the University of Miami in 1969. We believe Dr. Levitan’s extensive marketing communications and leadership experience as well as her community relations qualifies her to sit on our Board. Age 76. |
Nominees for Director for a One-Year Term Expiring in 2025
| Nominees for Director for a One-Year Term Expiring in 2025 (continued) | | | Name | Age and Principal Occupation During the Past Five Years/ Public Directorships | | Ramon A. Rodriguez | Director of USCB Financial Holdings and U.S. Century Bank since February 2022. Mr. Rodriguez has served as the Chairman of the Board and Chief Executive Officer of Cable Insurance Company, Fort Lauderdale, Florida, a property, and casualty insurer focused on the commercial automotive market, since April 2021. From January 1999 until April 2020, he served on the board of directors of Republic Services, Inc., Phoenix, Arizona, a solid waste company listed on the New York Stock Exchange, including serving as the Chairman of the Board. From 2009 to 2015, he served as a director of Alico, Inc., Fort Myers, Florida, a holding company with assets and related operations in agricultural and environmental resources, including citrus, sugar cane, cattle, land, and wildlife management, listed on the Nasdaq Stock Market. In addition, Mr. Rodriguez was the President and Chief Executive Officer of Madsen, Sapp, Mena, Rodriguez & Co. (an accounting firm acquired by Crowe Horwath in 2006) from 1971 to his retirement from public accounting in 2009. He is also a former Chairman of the Florida Board of Accountancy as well as a former President of the Florida Institute of Certified Public Accountants. He was a founder, Treasurer, and a director of DME Corporation, a manufacturing company in the defense and aerospace sector, from 1975 to 2009. Mr. Rodriguez also served as a director of the Public Broadcasting Service (PBS) from 2015 to 2021. Mr. Rodriguez earned a B.S. in Accounting from Florida Atlantic University. He has also completed the Owner/President Management Program at Harvard Business School. We believe Mr. Rodriguez’s extensive accounting, business and director experience qualifies him to be a member of our board. Age 78. | | W. Kirk Wycoff | Director of USCB Financial Holdings since its formation in 2021 and of U.S. Century Bank since 2015; he has served as lead director since January 2023. Mr. Wycoff is the Managing Partner of Patriot Financial Partners, a private equity fund headquartered in Radnor, Philadelphia, which has deployed over $1.0 billion in capital, maintaining a long-only, value-oriented buy and hold strategy designed to provide growth capital to financial services companies that require additional equity to grow. Prior to establishing Patriot Financial Partners, he served as Chairman and Chief Executive Officer of Continental Bank Holdings, Inc. and its subsidiary Continental Bank and prior to that, Chief Executive Officer and President of Progress Financial Corp. and its subsidiary Progress Bank. He currently serves on the board of directors of ActiveWorx, First National Bancshares, Inc. and its subsidiary First National Bank of America, Grasshopper Bancorp, Inc. and its subsidiary Grasshopper Bank, N.A., Auxilior Capital Partners, Inc., Numerated Growth Technologies and Thread Bancorp, Inc. and its subsidiary Thread Bank, and previously served as a director of Banc of California, Inc. (NYSE: BANC) and its subsidiary Banc of California, National Association, Radius Bancorp, Inc., Limestone Bancorp, Inc. and its subsidiary Limestone Bank, Guaranty Bancorp and its subsidiary Guaranty Bank and Trust Company, Heritage Commerce Corp. (NASDAQ: HTBK) and its subsidiary Heritage Bank of Commerce, and Square 1 Financial, Inc. and its subsidiary Square 1 Bank. Previous board positions held by Mr. Wycoff include NewSpring Ventures-Fund I, NewSpring Mezzanine Fund as well as service on the board of The Lincoln Center during which he served as chair of its finance committee. He received a B.A. in Business Administration and Finance from Franklin & Marshall College. We believe Mr. Wycoff’s extensive finance, banking and director experience, including serving more than 18 years as an executive officer combined with his executive management, risk, credit and resolution and risk assessment experience, qualifies him to sit on our Board. Age 65. |
Nominees for Director for a One-Year Term Expiring in 2025
The Board of Directors recommends that you vote FOR election of the nominees for Director.
Executive Officers Who Are Not Also Directors
Executive Officers Who Are Not Also Directors Set forth below is information with respect to the principal occupations during the last five years for the seven executive officers of USCB Financial Holdings and/or our subsidiary, U.S. Century Bank, who do not also serve as directors of USCB Financial Holdings. Ages are reflected as of April 8, 2024. In accordance with the Amended and Restated Bylaws, our executive officers are appointed for the current year for which the Board was elected and until their respective successors have been appointed and qualified or until they resign, become disqualified, or are removed. Any vacancy occurring in any office will be filled by the Board or by such officer or officers as have been authorized by the Board. Robert Anderson, age 58, has served as our Executive Vice President and Chief Financial Officer since 2020. Prior to his joining our bank, Mr. Anderson served as Chief Financial Officer and Chief Administrative Officer of CapStar Financial Holdings, Inc. (NASDAQ: CSTR), or CapStar, from 2016 to 2020 and as Executive Vice President and Chief Financial Officer of CapStar from 2012 to 2016. His earlier executive positions included serving as Senior Vice President, Business Operations Executive at Bank of America from 2010 to 2012, as Senior Vice President, CFO Commercial Banking at Capital One Financial Corp. and as Senior Vice President Finance at Bank of America from 2003 to 2008. Mr. Anderson received a B.S. from The Ohio State University and an M.B.A. in finance from Pepperdine University. He is also a graduate of the University of Virginia Darden School of Business executive education series. Additionally, Mr. Anderson is a Certified Public Accountant (inactive). William Turner, age 66, has served as our Executive Vice President and Chief Credit Officer since November 2023. Prior to joining us, Mr. Turner served in similar capacities at a number of other financial institutions including serving as the Chief Credit Officer at Interamerican Bank from 2020 until November 2023 and at Apollo Bank from 2015 until 2020. Prior thereto, he served in a credit review capacity at a number of financial institutions including serving as Senior Vice President, Credit Policy Officer, at TotalBank from 2008 to 2014 and as Senior Vice President, Commercial Credit Policy Officer at Bank United, FSB from 2004 until 2008. Mr. Turner has more than 25 years of bank credit analysis experience. He also served as an examiner with the Office of the Comptroller of the Currency, examining national banks in the South Florida area from 1983 until 1988 and before becoming a bank examiner, served in the U.S. Navy’s submarine service. Mr. Turner graduated from the University of Miami with a bachelor’s degree in business administration (finance). Andres Collazo, age 60, has served as our Executive Vice President, Director of Operations and Information Technology since 2016. Mr. Collazo has over 30 years of experience in bank operations and information technology at a senior management level. Prior to joining us, from 2009 to 2016, Mr. Collazo served as the Senior Vice President, Information Technology and Bank Operations Manager of TotalBank. His earlier career included senior managerial positions in the field of bank operations, item processing and information technology including serving as Vice President and Item Processing Director at BB&T from 2007 to 2009, as Executive Vice President and Chief Operating Officer at South Florida Express from 2005 to 2007 and as Senior Vice President and Operations Services Director at Regions Bank. Mr. Collazo received a bachelor’s degree in management information systems and computer science from Barry University. Oscar Gomez, age 70, has served as our Executive Vice President, Head of Global Banking Division since 2007 and has overseen the inception and growth of our Global Banking Division. Mr. Gomez has more than 30 years of managerial experience in international banking. Prior to joining us, from 1984 to 2007, Mr. Gomez served as the Executive Vice President of Global Correspondent Banking and international Private Banking with Regions Bank in Miami, Florida, where he managed a portfolio of $2 billion in deposits and over $700 million in loans. Mr. Gomez is actively involved with The Bankers Association for Finance and Trade, Federacion Latinoamericana de Bancos, Florida International Bankers Association and the United Way Leadership group. He earned a bachelor’s degree in accounting and a Master of Business Administration from Florida International University. Nicholas Bustle, age 61, has served as our Executive Vice President, Chief Lending Officer since 2019. Mr. Bustle has more than 35 years of managerial experience in commercial banking. Prior to joining us, he served in various executive roles with regional and national banks including as Miami Dade County Market President and First Senior Vice President – Commercial Banking at Valley Bank in 2019, as Executive Vice President and Wholesale Banking Executive at City National Bank from 2015 to 2018, as Senior Executive Vice President, Commercial Banking Executive at BankUnited, Inc. from 2009 to 2015, as City President of Miami at SunTrust Banks, Inc. from 2003 to 2009 and as Executive Vice President at SunTrust Banks, Inc. supervising private wealth management line of business of the South Florida region from 2006 to 2009 and supervising commercial banking line of business of the South Florida region from 2003 to 2005. Mr. Bustle has previously served on the boards of the FIU Foundation, FIU College of Business Dean’s Council, Beacon Council, Mercy Hospital, Community Partnership for Homeless and the Greater Miami Chamber of Commerce. Mr. Bustle holds an M.S. in International Business from Florida International University and a B.S. in business administration from University of Wisconsin. Martha Guerra-Kattou, age 55, has served as our Executive Vice President, Director of Sales and Marketing since 2016 and oversees the operation of all of our full-service banking centers throughout Miami-Dade and south Broward counties. Ms. Guerra-Kattou has over 30 years of managerial experience in bank operations and sales and marketing. Prior to joining us in 2016, Ms. Guerra-Kattou served in different managerial positions at TotalBank since 2000, including serving as Director of Sales and Marketing from 2012 to December 2016, as Senior Vice President of Project Management from November 2011 to August 2012 and as Vice President of Branch Administration from 2000 to November 2011. Ms. Guerra-Kattou attended Miami-Dade College. She has supplemented her banking industry education by attending bank training programs in leadership and management including completing a credited course curriculum at the University of Central Florida’s College of Business, the Florida Bankers Association’s Florida School of Banking program and courses offered by the American Bankers Association.
Executive Officers Who Are Not Also Directors
Maricarmen Logroño, age 45, has served as Executive Vice President, Chief Risk Officer since October 2023 and has over 20 years of experience in banking risk management covering financial, credit, and operational risk, as well as regulatory compliance. In her role as Chief Risk Officer, she oversees and manages the enterprise risk management and compliance division, including information security, cybersecurity, third-party risk, enterprise-wide risk assessments, allowance for credit losses, corporate and legal affairs. Ms. Logroño also serves as Chief Compliance Officer overseeing U.S. Century Bank’s BSA/AML/OFAC and consumer compliance programs. Prior to becoming the Chief Risk Officer, she served as Senior Vice President and Director of Enterprise Risk Management for us from 2014 until October 2023. Prior to joining us, she served in various senior management positions in the areas of financial and credit risk management, operations, and analytics at different financial institutions including serving as Senior Vice President and Treasurer from 2009 to 2013 and Vice President of Asset/Liability Management from 2008 to 2009 at Doral Bank, San Juan, Puerto Rico. She served as Assistant Vice President, Financial Risk Management at Banco Santander, San Juan, Puerto Rico, from 2005 to 2008 and led the Credit Portfolio Management and Analytics from 2003 to 2007 in CitiFinancial PR, San Juan, Puerto Rico. She has served on the Board of Directors of the Financial and International Business Association (FIBA) since 2023. Ms. Logroño graduated from the University of Puerto Rico with a bachelor’s degree in business administration and a Master of Business Administration (MBA), both majoring in finance.
Corporate Governance Principles and Board Matters
Corporate Governance Principles and Board Matters Corporate Governance Guidelines. We are committed to sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our Board adopted Corporate Governance Guidelines in connection with U.S. Century Bank’s initial public offering in July 2021, which Guidelines set forth the framework within which our Board, assisted by the committees of our Board, oversees the affairs of our organization. The Corporate Governance Guidelines address, among other things, the composition and functions of our Board, director independence, compensation of directors, management succession and review, committees of our Board and selection of new directors. Our Corporate Governance Guidelines are available on our website at www.uscentury.com under the Investor Relations tab. Director Qualifications. We believe that our directors should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in business or banking. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. When considering potential director candidates, our Board also considers the candidate’s character, judgment, diversity, skill set, specific business background and global or international experience in the context of our needs and those of our Board. Director Independence. Under the listing requirements and rules of The Nasdaq Stock Market, independent directors must constitute a majority of a listed company’s board of directors. Under the rules of The Nasdaq Stock Market, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Our Board has evaluated the independence of our directors based upon the rules of The Nasdaq Stock Market. As part of this evaluation, our Board considered the current and prior relationships that each non-employee director has with USCB Financial Holdings or U.S. Century Bank and all other facts and circumstances our Board deemed relevant in determining their independence, including the beneficial ownership of our shares by each non-employee director, and the matters discussed under “Certain Relationships and Related Party Transactions.” After applying these standards, our Board has affirmatively determined that, with the exception of Mr. de la Aguilera, who serves as Chief Executive Officer and President of USCB Financial Holdings and U.S. Century Bank, each of our other directors serving on the Board is an independent director, as defined under the applicable rules. Leadership Structure. Our Board does not have a formal policy regarding the separation of the roles of Chief Executive Officer and director, including as Chairperson of the Board, as our Board believes that it is in the best interests of USCB Financial Holdings at this time and its shareholders to make that determination from time to time based on the position and direction of USCB Financial Holdings and the membership of the Board. Our Board has determined that having our Chief Executive Officer currently serve as the Chairman of the Board is in the best interests of USCB Financial Holdings and our shareholders at this time. This structure makes best use of the Chief Executive Officer’s extensive knowledge of USCB Financial Holdings and our bank subsidiary U.S. Century Bank and the banking industry. The Board views this arrangement as also providing an efficient nexus between our organization and the Board, enabling the Board to obtain information pertaining to operational matters expeditiously. The Board is aware of the potential conflicts that may arise when an insider chairs the Board, but believes these will be limited by existing safeguards which include the fact that as a bank holding company, the operations of USCB Financial Holdings are highly regulated. However, in light of the determination to have the Chairperson and Chief Executive Officer positions held by one person, the Board appointed a lead independent director. Lead Director. In light of the Board’s determination that a combined Chairperson and Chief Executive Officer position is appropriate for USCB Financial Holdings at this time, the Board determined to appoint a lead independent director because the lead independent director acts to counterbalance the combined Chairperson and Chief Executive Officer position. The Board designates for a term of one year the independent, non-employee director who will lead the non-employee directors’ executive sessions. The lead independent director will, as appropriate:
Corporate Governance Principles and Board Matters
| ● | serve as a liaison between the Chairperson and the independent directors; | | ● | approve information sent to the Board; | | ● | approve meeting schedules to ensure that there is sufficient time for discussion of all agenda items; and | | ● | have the authority to call meetings of the independent directors. |
Corporate Governance Principles and Board Matters
Mr. Wycoff has served as the lead independent director since January 2023. Code of Ethics and Business Conduct. Our Board has adopted a Code of Ethics and Business Conduct which applies to all of our directors, officers and employees. This code provides fundamental ethical principles to which these individuals are expected to adhere and will operate as a tool to help our directors, officers and employees understand the high ethical standards required for employment by, or association with, USCB Financial Holdings and U.S. Century Bank. Our Code of Ethics and Business Conduct, is available on our website at www.uscentury.com under the Investor Relations tab. We expect that any amendments to our Code of Ethics and Business Conduct, or any waivers of its requirements, will be disclosed on our website, as well as by any other means required by The Nasdaq Stock Market rules. Risk Management and Oversight. Our Board oversees our risk management process, which is a company‐wide approach to risk management that is carried out by our management. Our full Board determines the appropriate risk appetite for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full Board maintains the ultimate oversight responsibility for the risk management process (including oversight of capital adequacy in relation to risk), its committees oversee risk within their respective areas of oversight. Additionally, our Board has several committees, including our audit and risk committee and asset liability committee (which primarily focuses on U.S. Century Bank’s enterprise risk management) to assist with risk management related to matters within the purview of each committee. Management regularly reports on applicable risks to the relevant committee or the full Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our Board and its committees.
Committees and Meetings of the Board of Directors
| ● | evaluating the compensation of our directors; |
Director Compensation
Director Compensation Each nonemployee director received an annual retainer of $80,000 per year in 2023 as compensation for his or her services as a member of the Board. Up to 100% of such retainer may be paid in the form of restricted stock awards rather than cash. In addition, during 2023 the chairs of our board committees also received an additional cash retainer of $10,000 except the chair of the audit and risk committee received an additional cash retainer of $15,000. In addition, if a director serves as chair of more than one committee, the director will only receive the additional chair fee for one committee, whichever committee pays the highest fee. The additional fee for service as Board chair was $28,000 for 2023 (it is only paid if an independent director serves as the Board chair). We pay each director their applicable annual retainer in quarterly installments. Our directors also participate in our 2015 Amended and Restated Equity Incentive Plan. We do not pay our “inside” employee-director, Mr. de la Aguilera, any additional compensation for his service as a director and for service as the Board Chairperson. The fee structure to be paid for service during 2024 is under review as of the date hereof. The following table provides the compensation paid to our non-employee directors for the year ended December 31, 2023.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(9) | Options Awards ($)(10) | Total ($) | | Ramón Abadin(1) | $45,000 | $45,000 | $-- | $90,000 | | Maria C. Alonso(2) | 40,000 | 40,000 | -- | 80,000 | | Howard P. Feinglass(3) | -- | 80,000 | -- | 80,000 | | Bernardo Fernandez(4) | 90,000 | -- | -- | 90,000 | | Robert E. Kafafian(5) | 45,000 | 40,000 | -- | 85,000 | | Aida Levitan(6) | 80,000 | -- | -- | 80,000 | | Ramon A. Rodriguez(7) | 95,000 | -- | -- | 95,000 | | W. Kirk Wycoff(8) | 90,000 | -- | -- | 90,000 |
Director Compensation
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Director Compensation
| (1) Represents annual retainer for membership on our Board and for serving as chair of the nominating and corporate governance committee; a portion of his annual retainer was paid through the grant of shares of restricted stock. |
Director Compensation
| (2) Represents annual retainer for membership (a portion of which was paid through the grant of shares of restricted stock) on our Board. |
Director Compensation
| (3) Represents annual retainer, all of which was paid through the grant of shares of restricted stock. |
Director Compensation
| (4) Represents annual retainer for membership on our board and for serving as chair of the loan committee. |
Director Compensation
| (5) Represents annual retainer for membership on the Board (a portion of which was paid through the grant of shares of restricted stock) and for serving as chair of the asset-liability committee for the latter half of 2023. |
Director Compensation
| (6) Represents annual retainer for membership on our Board. |
Director Compensation
| (7) Represents annual retainer for membership on our Board and for serving as chair of the audit and risk committee. |
Director Compensation
| (8) Represents annual retainer for membership on our Board and for serving as chair of the compensation committee. |
Director Compensation
| (9) Ms. Alonso and Messrs. Abadin, Feinglass and Kafafian were granted restricted stock awards covering 3,157, 3,552, 6,314 and 3,157 shares, respectively. These amounts represent the aggregate grant date fair value of the restricted stock awards granted during the year ended December 31, 2023, in accordance with FASB ASC Topic 718. The assumptions used for calculating the grant date fair value are set forth in Note 9 of our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. These amounts do not represent actual amounts paid to or realized by our directors for these awards during fiscal year 2023. The restricted stock awards vested fully as of December 31, 2023. |
Director Compensation
| (10) No options were granted to non-employee directors during the year ended December 31, 2023. As of December 31, 2023, each of our non-employee directors held the following outstanding and unexercised stock options to purchase shares of Class A Common Stock. All of the options are fully vested. |
Director Compensation
| Name | Options Outstanding | | Ramón Abadin | 9,000 | | Maria C. Alonso | 5,000 | | Howard P. Feinglass | 11,500 | | Bernardo Fernandez | 9,000 | | Robert E. Kafafian | 5,000 | | Aida Levitan, Ph.D. | 14,000 | | Ramon A. Rodriguez | 5,000 | | W. Kirk Wycoff | 11,500 |
Director Compensation
| EXECUTIVE COMPENSATION |
Compensation Philosophy
Compensation Philosophy General Philosophy. As an organization, we focus on successfully addressing client needs, maintaining critical quality standards and driving superior shareholder value, and our overall compensation philosophy is a direct reflection of those values. Our executive compensation program carries out these values by rewarding our named executive officers for the achievement of specific corporate goals and the realization of increased value to our shareholders. Our goal is to maintain compensation that is affordable to USCB Financial Holdings and U.S. Century Bank, fair to our executives and in the long-term best interests of our shareholders. We target overall base compensation levels that are at or slightly above the median for the markets in which we operate and aim to provide short-term incentive opportunities that we believe are generally in line with those of our peers but allow for more substantial rewards for exceptional performance. Specifically, the compensation committee strives to maintain compensation at levels ranging from the applicable peer median to the 75th percentile of the peer group. In addition, we provide our executive officers the opportunity to participate in the long-term success of USCB Financial Holdings by awarding stock options and, starting in 2023, restricted stock awards. Finally, we are committed to helping maintain the health and welfare of our executive officers and offer benefits packages that meet or exceed median levels of coverage. Compensation Process. Our compensation committee regularly reviews our executive compensation to ensure it achieves our desired goals and is responsible for approving compensation arrangements for our executive officers, in particular our named executive officers. As part of this process, the committee annually reviews and approves corporate goals and objectives relevant to the compensation of our named executive officers as well as our senior management group as a whole, evaluates the performance of the named executive officers in light of these goals and objectives, and approves the compensation levels for the named executive officers as well as our senior management group based on such evaluation. The committee annually reviews our incentive compensation arrangements to confirm they do not encourage unnecessary risk-taking. In determining the long-term incentive component of our executive compensation program, the compensation committee considers our performance and relative shareholder return, the value of similar incentive awards granted by our peers and the awards given to our named executive officers and members of senior management in past years. Components of Compensation. Our executive compensation program consists primarily of the following elements:
Compensation Philosophy
| ● | cash bonuses; |
Compensation Philosophy
| ● | restricted stock awards and stock options; |
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning the compensation paid to each of our named executive officers for fiscal years 2023 and 2022. USCB Financial Holdings does not pay separate compensation to our named executive officers from U.S. Century Bank.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Luis de la Aguilera President and Chief Executive Officer | 20232022 | $600,000523,077 | $82,800300,000 | $300,000-- | $---- | $71,65269,508 | $1,054,452892,585 | | Robert Anderson Executive Vice President and Chief Financial Officer | 20232022 | 340,000325,000 | 117,350162,500 | 102,000-- | ---- | 44,29144,736 | 603,641532,236 | | Nicholas Bustle(4) Executive Vice President and Chief Lending Officer | 20232022 | 322,400310,000 | 95,000118,000 | 77,500-- | ---- | 40,58444,311 | 535,484472,311 |
Summary Compensation Table
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Summary Compensation Table
| (1) The amounts reported in the “Bonus” column represent annual discretionary bonuses earned by our named executive officers for the fiscal years 2023 or 2022, as applicable, based on the achievement of U.S. Century Bank performance objectives. |
Summary Compensation Table
| (2) Reflects the grant date fair value in accordance with FASB ASC Topic 718 for restricted stock awards that were granted during fiscal year 2023. No grants of restricted stock awards or options were made to the named executive officers in fiscal year 2022 and no grants of options were made to the named executive officers in fiscal year 2023. The assumptions used in valuing the restricted stock awards are set forth in Note 9 to the Consolidated Financial Statements included in the Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (3) Consists of 401(k) employer match, long-term disability insurance, group term life insurance, automobile allowance, phone allowance, and health insurance (medical/dental/vision), as shown in the following table for fiscal year 2023: |
Summary Compensation Table
| Name | 401(k) Contribution | Automobile Allowance | Phone Allowance | Health/Dental Insurance | Long- Term Disability/ Group Term Life | | Luis de la Aguilera | $6,600 | $9,000 | $1,200 | $19,933 | $34,919 | | Robert Anderson | 6,600 | 9,000 | 1,200 | 19,978 | 7,513 | | Nicholas Bustle | 6,580 | 9,000 | 1,200 | 19,933 | 3,872 |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides a summary of equity awards outstanding as of December 31, 2023 for the named executive officers.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards(1) | | | | | Stock Awards(1) | | | Name | Total Option Awards | Number of securities underlying unexercised options exercisable | Number of securities underlying unexercised options unexercisable | Option exercise price ($) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested | Vested(5) Market Value of Shares or Units of Stock That Have Not) | | Luis de la Aguilera | 40,000(2) | 40,000 | -- | $7.50 | 4/1/2026 | 23,678(6) | $290,056 | | | 40,000(3) | 40,000 | -- | 11.35 | 9/23/2029 | | | | | 160,000(4) | 106,666 | 53,334 | 12.05 | 9/27/2031 | | | | Robert Anderson | 30,000(3) | 30,000 | -- | 8.75 | 9/10/2030 | 8,051(6) | 98,625 | | | 60,000(4) | 40,000 | 20,000 | 12.05 | 9/27/2031 | | | | Nicholas Bustle | 30,000(3) | 30,000 | -- | 11.35 | 4/17/2029 | 6,117(6) | 74,933 | | | 40,000(4) | 26,666 | 13,334 | 12.05 | 9/27/2031 | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
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Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Each equity award is subject to the terms of our 2015 Amended and Restated Equity Incentive Plan. Amounts reflect the reverse stock split effected in June 2021 to the extent applicable. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) These options vested over a four year period from the grant date, with one-fourth of the options under the grant becoming exercisable on each of the first four anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) These options vested over a three year period from the grant date, with one-third of the options under the grant becoming exercisable on each of the first three anniversaries of the grant date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) These options are vesting over a three year period, with one-third of the options exercisable on each of the three anniversaries of the date of grant. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Calculated by multiplying the closing market price per share of our common stock on December 29, 2023, which was $12.25, by the applicable number of shares of common stock underlying the named executive officer’s unvested stock awards. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) The restricted stock awards vest over a three year period from the date of grant with one-third of the award vesting on each of the first three anniversaries of the grant date. |