Proxy Statement (Form DEF 14A)
☐ | Preliminary Proxy Statement | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Under Rule
240.14a-12
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☒ | No fee required. | |||
☐ | Fee paid previously with preliminary materials. | |||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11.
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TO OUR SHAREHOLDERS:
We will hold the 2025 Annual Meeting of Shareholders of
We have enclosed a notice of the meeting, a proxy statement, a proxy card and the Annual Report to Shareholders for 2024 and hope that you will study the enclosed materials carefully and participate in the virtual meeting.
Whether or not you plan to participate in the meeting, please complete, sign and date the enclosed proxy card and retuit as promptly as possible. You may retuthe proxy card by mail in the accompanying envelope, or you may vote your shares via the internet or by telephone. Please review the instructions on each of these options in the proxy statement and on your proxy card. You may revoke your proxy by voting during the meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time before the proxy is voted.
Sincerely, |
Chairperson of the Board President and Chief Executive Officer |
Lead Independent Director Vice Chairperson of the Board |
(205) 582-1200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF FIRST US BANCSHARES, INC.:
(1) |
to elect 11 directors of the Company to serve for the ensuing year; |
(2) |
to ratify the appointment of |
(3) |
to approve, on an advisory basis, the Company's executive compensation; and |
(4) |
to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of such meeting. |
The Board of Directors of the Company has fixed the close of business on
All shareholders are cordially invited to participate in the virtual Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MZ6SKCF. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card if you request a hard copy of the proxy materials. Information about the Annual Meeting, including further instructions on how to participate in the Annual Meeting, can be found at the following website: www.edocumentview.com/FUSB.
Whether or not you plan to participate during the Annual Meeting, you are requested to complete, sign and date the enclosed proxy card and send it promptly by mail in the envelope provided for this purpose, or vote your shares via the internet or by telephone using the instructions provided in the proxy statement and on your proxy card. The proxy may be revoked by voting during the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time prior to the voting thereof.
By Order of the Board of Directors,
Corporate Secretary
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
PROXY STATEMENT
TABLE OF CONTENTS
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Information About Executive Officers Who Are Not Also Directors |
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Consideration of Prior Shareholder Advisory Vote on Executive Compensation |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS |
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(205) 582-1200
PROXY STATEMENT
FOR THE
2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
INTRODUCTION
This Proxy Statement is furnished on or about
(1) |
the election of 11 directors of the Company; |
(2) |
the ratification of the appointment of |
(3) |
the advisory approval of the Company's executive compensation; |
(4) |
the transaction of such other business as may properly come before the Annual Meeting. |
The Board of Directors of the Company (the "Board") is soliciting the proxy, which is revocable at any time before it is voted. You may revoke the proxy by voting during the virtual Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone. We must, however, actually receive the written notice, later-dated proxy card or later internet or telephone vote before the vote of the shareholders during the Annual Meeting. We will vote all properly executed proxies delivered pursuant to this solicitation during the Annual Meeting and in accordance with instructions given, if any. If no instructions are given, we will vote the proxies as recommended by the Board - FOR all of the nominees listed in Proposal 1 and FOR Proposals 2 and 3 - and in accordance with the instructions of management as to any other matters that may come before the Annual Meeting.
To vote by proxy, you must do one of the following:
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Vote via the Internet. You may vote your shares via the internet at any time prior to the deadline noted on your proxy card by following the instructions on your proxy card. The website address for internet voting is indicated on your proxy card. Internet voting is available 24 hours a day. |
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Vote by Telephone. You may vote your shares by telephone by calling the toll-free number listed on your proxy card on a touch-tone telephone at any time prior to the deadline noted on your proxy card. Easy-to-follow voiceprompts enable you to vote your shares and confirm that your instructions have been properly recorded. Telephone voting is available 24 hours a day. |
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Vote by Mail. If you choose to vote by mail, please complete, sign, date and retuyour proxy card in the accompanying envelope. Please promptly mail your proxy card to ensure that it is received prior to the Annual Meeting. |
NOTE: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares. You must follow the instructions for voting your shares that you receive from your broker, bank or other nominee. Please refer to the section entitled "Voting Shares Held in 'Street Name'" for more information about how to vote your shares.
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The Company will pay the cost of soliciting proxies. In addition to soliciting proxies by mail, we may solicit proxies by personal interview, telephone, facsimile and electronic communication. Banks, brokers or other nominees will forward the proxy materials to their principals or beneficial owners and obtain authorization for the execution of proxies. The Company will, upon request, reimburse banks, brokers and other nominees for their reasonable expenses in forwarding proxy materials to their principals or beneficial owners.
Shareholders Eligible to Vote
We are sending this Proxy Statement to shareholders of record as of the close of business on
How to Participate in the Annual Meeting
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MZ6SKCF. You also will be able to vote your shares online by attending the Annual Meeting by webcast. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card if you request a hard copy of the proxy materials. If you are a registered shareholder (i.e., you hold your shares through our transfer agent,
If you hold your shares through an intermediary, such as a bank or broker, and do not have a control number, you must register in advance by following the instructions outlined below. To register to attend the Annual Meeting online, you must submit proof of your proxy power (legal proxy) reflecting your
Requests for registration should be directed to
• |
By email: Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com |
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By mail: |
Information About a Quorum
At the Annual Meeting, the presence of a majority of the outstanding shares of the Company's common stock entitled to vote, represented in person or by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present, or if the Chairperson of the Annual Meeting decides that more time is necessary for the solicitation of proxies, then the Chairperson may adjouthe Annual Meeting, with or without a shareholder vote. Alternatively, if there is a shareholder vote to adjouthe Annual Meeting based on the absence of a quorum, the named proxies will vote all shares of common stock for which they have voting authority in favor of the adjournment.
Vote Required to Approve Proposals
Assuming the presence of a quorum, the directors of the Company will be elected by a plurality of the shares represented at the Annual Meeting and entitled to vote in the election of directors - in other words, the
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director nominees receiving the most votes will be elected (Proposal 1). The ratification of the appointment of
Following the Annual Meeting, we will file a Current Report on Form 8-K withthe
Abstentions
A shareholder may abstain from voting or withhold his or her vote, as applicable (collectively, "abstentions"), with respect to each item submitted for shareholder approval, including the election of directors. Abstentions will be counted as present for purposes of determining the existence of a quorum but will be counted as not voting on any proposal brought before the Annual Meeting. Based on the plurality voting standard, abstentions will have no effect on the election of directors (Proposal 1). An abstention as to the ratification of the appointment of
Voting Shares Held in "Street Name"
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name," and these proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote, and you are also invited to participate in the virtual Annual Meeting. Your broker, bank or other nominee has enclosed a voting instruction card for you to use in directing the broker, bank or other nominee regarding how to vote your shares. If you hold your shares in "street name," it is critical that you retuthe voting instruction card as directed by your broker, bank or other nominee if you want your votes to count in the election of directors (Proposal 1) and with respect to the non-binding advisoryvote regarding the Company's executive compensation (Proposal 3).
Under applicable law, if you hold your shares in "street name" and do not indicate to your broker, bank or other nominee how you want your shares to be voted in the election of directors (Proposal 1) or the executive compensation matter (Proposal 3), then your broker, bank or other nominee may not vote on these matters. Therefore, if you hold your shares in "street name" and do not instruct your bank, broker or other nominee on how to vote in the election of directors or with respect to the executive compensation matter, your shares will not be voted with respect to such matters or on any other proposal with respect to which your broker, bank or other nominee does not have discretionary authority (resulting in a "brokernon-vote").
Broker non-votes arecounted for general quorum purposes but are not taken into account when determining voting outcomes with respect to any matter for which a broker does not have discretionary authority to vote. Broker non-votes willnot be counted for purposes of the election of directors (Proposal 1) and will have no effect on the outcome of such proposal. Broker non-votes willnot be taken into account in determining the outcome of the non-binding advisoryvote regarding executive compensation (Proposal 3). Your bank, broker or other nominee will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of
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PROPOSAL 1
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board shall consist of not less than three and not more than 25 directors, and, if a number is not fixed by the Board, the Bylaws state that there shall be 16 directors. There are currently 11 directors serving on the Board. All current members of our Board will stand for reelection at the Annual Meeting.
Based on the nominations of the
While we know of no reason why any nominee would be unable to serve as a director, if, before the voting during the Annual Meeting, any person nominated to be elected as a director is unable to serve, then the shares that would otherwise be voted for that person may be voted for the election of a substitute person recommended by the Board.
The following provides certain biographical information about the individuals who have been nominated for election as directors of the Company. The biographical information for each of the nominees below contains a description of the individual's service as a director; business experience; director positions held currently or at any time during the last five years, if applicable, with a company registered pursuant to Section 12 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or an investment company; information regarding involvement in certain legal or administrative proceedings, if applicable; and the experiences, qualifications, attributes and skills that caused the Board to determine that the individual should serve as a director. The stock ownership with respect to each nominee is set forth in the table entitled "Security Ownership of Certain Beneficial Owners and Management" that appears in this Proxy Statement.
Following the Annual Meeting, the Company, as the sole shareholder of
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Information About Director Nominees
Chairperson of the Board Director since 2011 Age 72 |
The Board believes that, from these years of experience in a number of positions and areas in banking and his senior executive-level services to the Company and the Bank, |
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Vice Chairperson of the Board Lead Independent Director Director since 2014 Age 75 |
The Board believes that |
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Director since 2024 Age 63 |
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Retirement System for Employees of The Board believes that |
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Director since 2017 Age 67 |
The Board believes that |
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Director since 2021 Age 67 |
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Director since 2009 Age 71 |
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Director since 1997 Age 67 |
The Board believes that |
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Director since 2014 Age 72 |
The Board believes that |
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Director since 2024 Age 49 |
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Corporation, a public healthcare professional liability company. The Board believes that |
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Director since 2024 Age 66 |
Previously, The Board believes that |
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Director since 1997 Age 70 |
Through his law practice, |
Information About Executive Officers Who Are Not Also Directors
Age 53 |
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Age 59 |
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Age 66 |
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Age 60 |
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None of the directors or executive officers are related to any other director or executive officer of the Company.
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CORPORATE GOVERNANCE
The Company is committed to having sound corporate governance principles. Operating in accordance with such principles is essential to running the Company's business effectively and to maintaining the Company's integrity in the marketplace. The Company's Board has adopted a Code of Business Conduct and Ethics that sets forth basic principles to guide the Company's and the Bank's employees, including the Chief Executive Officer, the Chief Financial Officer and other senior executive officers, in their conduct and compliance with applicable laws and governance principles. A copy of the Code of Business Conduct and Ethics is available on our website at https://www.fusb.com under the tabs "Investors - Governance - FUSB Policies." We will furnish any person without charge, upon written request, a copy of the Code of Business Conduct and Ethics. In the event the Company amends or waives any of the provisions of the Code of Business Conduct and Ethics applicable to our Chief Executive Officer, the Chief Financial Officer and other senior executive officers that relate to any element of the definition of "code of ethics" enumerated in Item 406(b) of Regulation S-Kunder the Exchange Act, the Company intends to disclose these actions on the Company's website.
The following is a summary of the Company's director independence standards, the Board and committee structure, the director nomination process and the procedures for shareholders to follow to communicate with the Board.
Director Independence
The Board has determined that none of the directors standing for reelection, with the exception of Mr. House, has any material relationship with the Company or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company or any of its subsidiaries) that would interfere with the exercise of independent judgment in carrying out his or her responsibilities. In making this determination, the Board considered transactions and relationships between each director or his or her immediate family and the Company, its subsidiaries and their employees. The purpose of this review was to determine whether any such transactions or relationships were material and possibly inconsistent with a determination that the director was independent.
While conducting its review of director independence, the Board specifically considered the various deposit, loan and other relationships that each director has with the Bank, including the transactions disclosed under "Transactions with Related Persons," but determined in each case that these relationships did not interfere with their exercise of independent judgment in carrying out their responsibilities as directors. Additionally, the Board considered that the Company has leased various properties from entities with which
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Company Leadership Structure
The business of the Company is managed under the direction of the Board, which is elected by our shareholders. The basic responsibility of the Board is to lead the Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of the Company and its shareholders. Leadership is important to the effective operation of the
The roles of Chief Executive Officer and Chairperson of the Board were separate until
Risk Oversight
The Company is exposed to a number of risks and regularly undertakes a review to identify and evaluate these risks and develop plans to manage them effectively. While the Chief Executive Officer has overall responsibility for risk assessment, management and prioritization, the Board has an active role in the risk oversight process.
The Board regularly reviews information regarding the Company's financial, credit, liquidity, operational, legal, regulatory, compliance, reputational and strategic risks based on reports from management, including the Chief Executive Officer and the Chief Financial Officer. The Audit Committee is primarily responsible for overseeing the Company's enterprise risk management ("ERM") program, including the process by which management assesses, prioritizes and manages the Company's material risks, and receives periodic reports from the Chief Risk Officer on the status of the ERM program. Certain other committees of the Board are responsible for specific oversight of the risk oversight process when a particular risk falls within the purview of that particular committee. The Audit Committee reviews the Company's financial risks (including risks required to be monitored under the Sarbanes-Oxley Act) and risks relating to financial reporting, audit matters and internal controls.
Board Structure and Committees
The Board conducts its business through meetings of the Board and Board committees. Further, executive sessions of the independent directors of the Board are to be held at least two times a year and otherwise as
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needed. These sessions are chaired by the Chairperson of the Board or another independent director selected by a majority of the independent directors.
During 2024, the Board met ten times in regularly scheduled meetings and held one special meeting. All of the incumbent directors attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by all committees of the Board on which he or she served during the year.
Directors are encouraged but not required to attend the Annual Meeting of Shareholders each year. Ten individuals then serving as the Company's directors attended the Company's 2024 Annual Meeting of Shareholders held on
Audit Committee
The Audit Committee assists the Board with its oversight responsibilities with respect to the financial reports and other financial information provided by the Company to its shareholders and others, the Company's financial policies and procedures and disclosure controls and procedures, the Company's system of internal controls and the Company's auditing, accounting and financial reporting processes. The Audit Committee operates under a written charter, a copy of which is posted on the Company's website at https://www.fusb.com under the tabs "Investors - Governance - FUSB Policies." The Audit Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. The Audit Committee last reviewed and assessed the adequacy of its charter on
Certain Nasdaq listing rules and the federal securities laws require that at least one member of the Audit Committee must have an understanding of generally accepted accounting principles and financial statements, the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves, experience preparing, auditing, analyzing or evaluating financial statements or experience actively supervising one or more persons engaged in such activities, an understanding of internal control over financial reporting and an understanding of audit committee functions. The Board has determined that currently
The current members of the Audit Committee are
Compensation Committee
The Compensation Committee assists the Board in overseeing and determining executive compensation. Among other responsibilities, the Compensation Committee reviews, recommends and approves salaries and other compensation of the Company's executive officers and administers the Company's equity compensation plans that may be in place from time to time. The Chief Executive Officer assists the Compensation Committee with determining the amount of compensation to be paid to the other executive officers but does not play a role in the final determination or approval of his own compensation. The Compensation Committee operates under a written charter, a copy of which is posted on the Company's website at https://www.fusb.com under the tabs "Investors - Governance - FUSB Policies." The Compensation Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. The Compensation Committee last reviewed and assessed the adequacy of its charter on
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The Compensation Committee has reviewed the Company's compensation programs, plans and practices for all of its employees as they relate to risk management and risk-taking initiatives to ascertain if they serve to encourage or incentivize risks that are "reasonably likely to have a material adverse effect" on the Company. As a result of this process, the Compensation Committee concluded and informed the Board that, based on the Company's current compensation programs, plans and practices, there are no such risks.
The current members of the Compensation Committee are
Nominating and Corporate Governance Committee
Among other responsibilities, the
The members of the
Executive Committee
Among other responsibilities, the Executive Committee, created in
The members of the Executive Committee are
Consideration of Director Nominees
Criteria and Board Composition
Criteria that are used by the
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other Board members and management team, understanding of the Company's business and culture, the ability to act in the best interests of the shareholders, and other factors deemed relevant. The goal of this process is to assemble a group of directors with deep, varied experience, sound judgment and commitment to the success of the Company. For a discussion of the individual experience and qualifications of our directors, refer to "Proposal 1 - Election of Directors" in this Proxy Statement.
Process for Identifying and Evaluating Director Nominees
The process followed by the
Director Nominees Proposed by Shareholders
Shareholders may recommend individuals for the
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the name of the recommended person; |
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all information relating to the recommended person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; |
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the written consent of the recommended person to being named in the proxy statement as a nominee and to serve as a director if elected; |
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as to the shareholder making the recommendation, the name and address of such shareholder as the name and address appear on the Company's books; provided, however, that, if the shareholder is not a registered holder of the Company's common stock, the shareholder should submit his or her name and address along with a current written statement from the registered holder; and |
• |
a statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person. |
In addition to submitting nominations in advance to the
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not in accordance with the procedures set forth in the Bylaws, to declare to the meeting that the nomination will be disregarded. A copy of the Company's Bylaws is filed as Exhibit 3.1 to our Current Report on Form 8-Kfiled with the
The Board will give appropriate attention to written communications that are submitted by shareholders and will respond as the Board deems appropriate. Absent unusual circumstances or as contemplated by committee charters, the Chairperson of the
Shareholders and other interested parties who wish to send communications on any topic to the Board should address such communications to:
Chairperson of the
c/o Corporate Secretary of
P.O. Box 249
All written communications to the Board will be relayed to the
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TRANSACTIONS WITH RELATED PERSONS
The Company recognizes that transactions between the Company or its subsidiaries and any of its directors or executive officers may present potential or actual conflicts of interest that are not in the best interests of the Company and its shareholders. Therefore, as a general matter and in accordance with the Company's Code of Business Conduct and Ethics, the Company prefers to avoid such transactions. Nevertheless, there are situations where such transactions may be in, or may not be inconsistent with, the best interests of the Company and its shareholders. Therefore, the Company has adopted a written policy and procedures that require the Audit Committee to review and, if appropriate, to approve or ratify any such transactions.
Policy and Procedures Regarding Related Person Transactions
The Audit Committee's Policy and Procedures With Respect to Related Person Transactions sets forth the process for reviewing, approving and ratifying transactions involving the Company and its subsidiaries and "related persons." "Related persons" include directors, director nominees and executive officers and their immediate family members, and shareholders owning 5% or more of the Company's outstanding common stock and their immediate family members. It is the Company's policy to approve and ratify transactions involving related persons only when the Board, acting through the Audit Committee, determines that the transaction in question is in, or is not inconsistent with, the best interests of the Company and its shareholders.
The procedures provide that, prior to entering into a related person transaction, management or the affected director or executive officer must bring the matter to the attention of a designated individual who will assess whether the matter should be considered by the Audit Committee. If a member of the Audit Committee is involved in the proposed transaction, he or she will be recused from all discussions and decisions about the transaction. To the extent that a related person transaction is not identified in advance, the terms of the transaction will be reviewed and evaluated by the Audit Committee. Only transactions that are in, or that are not inconsistent with, the best interests of the Company and its shareholders are approved or ratified by the Audit Committee.
Certain Transactions with Related Persons
During the 2023 and 2024 fiscal years, the Company leased various properties from entities with which Mr.
Certain directors and executive officers of the Company and their family members are customers of, and have had transactions with, the Bank in the ordinary course of business, and additional transactions likely will take place in the ordinary course of business. The federal securities laws generally prohibit the Bank from extending credit to its directors and executive officers. However, loans made by the Bank to its directors and executive officers in compliance with federal banking regulations are exempted from this prohibition. Federal banking regulations require that all loans or extensions of credit to directors and executive officers of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. The Bank, therefore, is prohibited from making any new loans or extensions of credit to directors and executive officers at different rates or terms than those offered to the general public.
All outstanding loans and commitments to date have been made in the ordinary course of business and on substantially the same terms, including with respect to interest rates and collateral, as for comparable transactions with unrelated persons, and have not involved more than the normal risk of repayment or presented other unfavorable features.
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EXECUTIVE COMPENSATION
Compensation Philosophy and Objectives
This Executive Compensation section describes the 2024 executive compensation program for our named executive officers. Our primary objective is to achieve and sustain significant increases in shareholder value. We have designed our executive compensation program, and we routinely evaluate and consider modifications to the program, to support this objective with a strong link between pay and corporate and individual performance, while discouraging executives from taking excessive risks. Our approach is aimed at ensuring our ability to attract, retain and motivate the executives, managers and professionals who are critical to our short- and long-term success in the banking industry. A portion of our executives' compensation is "performance-based" in the form of incentives that are intended to motivate balanced decision-making by our executives while also aligning their interests with those of our shareholders.
We design our compensation program to align with the following principles:
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Competitive. We review the compensation practices of the other companies in our compensation peer group and aim to target compensation for our executives at or near the market 50% percentile. |
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Performance-based. We use a mixture of options, time-based restricted stock and cash incentives to link our executives' compensation to Company short- and long-term performance. Our cash incentive program for 2024 used the following specific metrics to determine executive bonuses: consolidated pre-tax income,consolidated pre-taxretuon average assets, consolidated pre-taxretuon average tangible equity, net loan growth in indirect lending and a discretionary component related to each executive's contributions toward the Company's strategic goals during 2024. |
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Shareholder-aligned.Our stock-based incentives encourage the creation of long-term value and link the interests of our executives to those of our shareholders. |
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Prudent risk-taking. We structure our compensation program to incentivize sustainable growth without encouraging our executives to take unreasonable risks that could damage the Company's profitability or reputation. |
Compensation Governance Best Practices
The Compensation Committee annually reviews best practices in executive compensation and governance and continues to enhance our policies and practices, which include the following:
What We Do |
What We Do Not Do |
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• Review the compensation peer group annually to ensure reasonable and appropriate size and scope fit for purposes of comparing executive compensation and bank performance • Have an independent Compensation Consultant advise the Compensation Committee • Conduct regular compensation benchmarking to assess the level of pay competitiveness for named executive officers • Assess actual pay positioning for named executive officers in relation to target pay positioning outlined in our compensation philosophy |
• No repricing of awards under our Incentive Plans without shareholder approval • No tax gross-upprovisions exist in our agreements with named executive officers and we do not provide tax gross-upsfor any taxable perks • Restrictions on hedging and pledging of FUSB securities under our insider trading policy • No active SERPs • No "timing" of equity grants. We do not grant equity awards in anticipation of the release of material, non-publicinformation, and we do not time the release of material, |
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What We Do |
What We Do Not Do |
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• Have recoupment policies (i) requiring recoupment of any incentive compensation in the event of a restatement of our financial statements and (ii) permitting recovery of cash incentive compensation in certain additional circumstances • Engage with our shareholders. We conduct an annual advisory say-on-payvote and actively review the results of those votes as we make decisions regarding executive compensation. |
non-publicinformation based on equity grant dates. • Limited and no excessive perks |
Oversight of the Compensation Program
The Compensation Committee oversees our compensation program and approves the compensation paid to all executive officers, including the Chief Executive Officer and the two other most highly-compensated executive officers during 2024 -
Our Compensation Committee's responsibilities include reviewing and approving the amount, form and terms of compensation to be paid to the Named Executive Officers and assessing and making recommendations to the Board regarding executive compensation and benefit plans and programs. The Chief Executive Officer assists the Compensation Committee with determining the amount of compensation to be paid to the other executive officers but does not play a role in the final determination or approval of his own compensation. Our
Compensation Consultant
The charter of the Compensation Committee grants the Committee the authority to hire outside consultants to further its objectives and assist with its responsibilities. The Compensation Committee has engaged
The Company does not have a policy that limits the services that an executive compensation consultant can perform. However, the Company has not engaged
Benchmarking
In determining market competitiveness of compensation, the Compensation Committee, with the assistance of
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At the request of the Compensation Committee,
2024 |
||||||||
Company |
Assets (in millions)* |
Market Cap (in millions)† |
||||||
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$ | 3,053 | $ | 272 | ||||
|
2,815 | 182 | ||||||
|
2,447 | 291 | ||||||
|
1,828 | 172 | ||||||
|
1,636 | 168 | ||||||
|
1,405 | 51 | ||||||
|
975 | 65 | ||||||
|
969 | 62 | ||||||
|
843 | 138 | ||||||
|
819 | 74 | ||||||
|
737 | 70 | ||||||
|
640 | 68 |
* |
Information as of |
† |
Information as of |
Elements of Executive Compensation
Base Salaries
Each Named Executive Officer's base salary is determined principally by the responsibilities required by the officer's position, experience and contributions to our business and length of service in his position at the Company, as well as individual competence and comparison to peer institutions. Base salaries are reviewed and approved by the Compensation Committee annually to determine whether the base salary levels are appropriate. The base salaries of the Named Executive Officers in 2024 were as follows: for
2024 Cash Incentive Program
In
19
2024 Financial Performance Objectives | ||||||||||||||||||||
Corporate Objective | Threshold | Target | Stretch | Actual Results | Weight | |||||||||||||||
Consolidated pre-taxincome |
$ | 9,840,000 | $ | 12,300,000 | $ | 14,760,000 | $ | 10,754,000 | 25% | |||||||||||
Consolidated retuon average assets (pre-tax) |
0.90% | 1.12% | 1.34% | 1.00% | 30% (2) or 25% (3) |
|||||||||||||||
Retuon average tangible equity (pre-tax) |
11.56% | 14.45% | 17.34% | 12.33% | 25% (2) or
15% (3) |
|||||||||||||||
Loan Growth - Indirect Lending |
$ | 24,000,000 | $ | 30,000,000 | $ | 36,000,000 | ($ | 2,220,000 | ) | 15% (3) | ||||||||||
Discretionary (1) |
80% | 100% | 120% | (1) | 20% |
(1) |
The Compensation Committee approved the discretionary portion of |
(2) |
This number reflects the weight for |
(3) |
This number reflects the weight for |
Based on the performance metrics above, each Named Executive Officer was eligible to eathe payout amounts set forth in the table below.
2024 Annual |
||||||||||||||||||||||||||||
|
Threshold | Threshold (% of Salary) |
Target | Target (% of Salary) |
Stretch | Stretch (% of Salary) |
2024 Incentive Earned |
|||||||||||||||||||||
|
$ | 90,000 | 22.5 | % | $ | 180,000 | 45.0 | % | $ | 270,000 | 67.5 | % | $ | 134,890 | ||||||||||||||
|
47,810 | 17.5 | % | 95,620 | 35.0 | % | 143,430 | 52.5 | % | 71,657 | ||||||||||||||||||
|
45,535 | 17.5 | % | 91,070 | 35.0 | % | 136,605 | 52.5 | % | 68,253 |
Each Named Executive Officer's cash incentive payment was potentially subject to a downward adjustment as a result of certain regulatory or compliance ratings at the Bank.
Equity Awards
Our Named Executive Officers historically were eligible to participate in the
On
20
. As discussed above, the Compensation Committee intends to continue to make regular grants of equity that incentivize performance and have retentive effect. All such equity awards will be made under the 2023 Incentive Plan. Our practice in granting equity is to determine the total number of shares to be granted under the 2023 Incentive Plan in a certain year based on the estimated expense to the Company of the awards and the earnings per share impact of that expense, as well as the total number of shares available for grant under the 2023 Incentive Plan. The Compensation Committee then allocates this pool of shares among the participants based on level and performance and considerations such as retention and competitive compensation levels. We do not select grant dates based upon the public release of material information about the Company, and the proximity of the grant date of any award to the date on which we announce such information is coincidental.
. We have not granted stock options as part of our equity compensation program since 2020, but the Compensation Committee may decide to do so again in the future. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation. No stock options were issued to executive officers in 2024 during any period beginning four business days before the filing of a periodic report or current report disclosing material
information and ending one business day after the filing or furnishing of such report with the
for the year ended
Although
is advisory
Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. At the 2024 Annual Meeting of Shareholders held on
(excluding
voted in favor of the compensation of the Company's Named Executive Officers as disclosed in the proxy statement for that meeting. The Compensation Committee considered this high level of shareholder support when determining the compensation for 2025, and decided not to make any significant changes to the structure of our compensation program. The Compensation Committee concluded that the Company's compensation program should continue to emphasize the performance, alignment and retention objectives described herein.
ors, reviewed and discussed the Executive Compensation section with the Company's management. Based on the review and discussion, the Compensation Committee recommended to the Board that the Executive Compensation section be included in this Proxy Statement.
SUMMARY COMPENSATION TABLE
The following table sets forth, for the years ended
|
Year | Salary | Stock Awards (1) |
Option Awards |
Non-Equity Incentive Plan Compensation (2) |
All Other Compensation (3) |
Total | |||||||||||||||||||||
|
2024 | $ | 400,000 | $ | 85,362 | - | $ | 134,890 | $ | 23,899 | $ | 644,151 | ||||||||||||||||
President and Chief Executive Officer of the Company and the Bank |
2023 | 390,000 | 81,755 | - | 230,654 | 22,263 | 724,672 | |||||||||||||||||||||
|
2024 | 273,200 | 43,722 | - | 71,657 | 24,799 | 413,378 | |||||||||||||||||||||
Senior Executive Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary of the Company |
2023 | 265,200 | 42,355 | - | 121,990 | 23,738 | 453,283 | |||||||||||||||||||||
|
2024 | 260,200 | 41,640 | - | 68,253 | 19,276 | 389,369 | |||||||||||||||||||||
Senior Executive Vice President, Consumer Lending of the Bank |
2023 | 252,200 | 39,400 | - | 118,927 | 20,219 | 430,746 |
(1) |
The amounts presented in this column represent the grant date fair value of shares of restricted common stock, computed in accordance with Accounting Standards Codification ("ASC") Topic 718. |
(2) |
The amounts presented in this column represent cash paid under the 2024 or 2023 cash incentive program, as applicable. |
(3) |
The following table describes each component in the "All Other Compensation" column for 2024 and 2023: |
|
Year | 401(k) Contributions |
Life Insurance Premiums |
LTD Insurance Premiums* |
AD&D Insurance Premiums |
Automobile | Cell Phone Fees |
Other** | Total | |||||||||||||||||||||||||||
|
2024
2023 |
$ | 13,800
13,200 |
$ | 4,846
4,846 |
$ | 293
- |
$ | 43
43 |
$ | 1,585
655 |
$ | 1,170
1,170 |
$ | 2,162
2,349 |
$ | 23,899
22,263 |
|||||||||||||||||||
|
2024
2023 |
13,800
13,200 |
564
564 |
346
- |
96
96 |
7,200
7,200 |
1,170
1,170 |
1,623
1,508 |
24,799
23,738 |
|||||||||||||||||||||||||||
|
2024
2023 |
13,800
13,200 |
564
564 |
326
- |
96
96 |
3,174
5,036 |
1,170
1,170 |
146
153 |
19,276
20,219 |
* |
These amounts represent premiums paid by the Company during 2024 for additional long-term disability policies provided to the Company's executives, which additional coverage was approved by the Compensation Committee in |
** |
For |
24
OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END
The following table sets forth information as of
Option Awards | Stock Awards | |||||||||||||||||||||||||||
Executive |
Grant Date |
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 (#) |
Market Value of Shares in Units of Stock That Have Not Vested (9) |
|||||||||||||||||||||
|
(1) | 11,000 | - | 8.30 | - | - | ||||||||||||||||||||||
(2) | 11,000 | - | 14.11 | - | - | |||||||||||||||||||||||
(3) | 9,900 | - | 11.71 | - | - | |||||||||||||||||||||||
(4) | 9,900 | - | 10.01 | - | - | |||||||||||||||||||||||
(5) | 9,200 | - | 11.94 | - | - | |||||||||||||||||||||||
- | 2,745 | (6) | $ | 34,560 | ||||||||||||||||||||||||
- | 5,534 | (7) | 69,673 | |||||||||||||||||||||||||
- | 8,200 | (8) | 103,238 | |||||||||||||||||||||||||
|
(1) | 6,100 | - | 8.30 | - | - | ||||||||||||||||||||||
(2) | 7,000 | - | 14.11 | - | - | |||||||||||||||||||||||
(3) | 6,300 | - | 11.71 | - | - | |||||||||||||||||||||||
(4) | 6,300 | - | 10.01 | - | - | |||||||||||||||||||||||
- | - | 1,167 | (6) | 14,693 | ||||||||||||||||||||||||
- | - | 2,867 | (7) | 36,096 | ||||||||||||||||||||||||
- | 4,200 | (8) | 52,878 | |||||||||||||||||||||||||
|
(1) | 6,800 | - | 8.30 | - | - | ||||||||||||||||||||||
(2) | 7,000 | - | 14.11 | - | - | |||||||||||||||||||||||
(3) | 5,100 | - | 11.71 | - | - | |||||||||||||||||||||||
(4) | 5,600 | - | 10.01 | - | - | |||||||||||||||||||||||
- | - | 1,067 | (6) | 13,434 | ||||||||||||||||||||||||
- | - | 2,667 | (7) | 33,578 | ||||||||||||||||||||||||
- | 4,000 | (8) | 50,360 |
(1) |
Options granted in |
(2) |
Options granted in |
(3) |
Options granted in |
(4) |
Options granted in |
(5) |
Options granted in |
(6) |
The amount represents restricted shares of common stock granted under the 2013 Incentive Plan on |
(7) |
The amount represents restricted shares of common stock granted under the 2013 Incentive Plan on |
(8) |
The amount represents restricted shares of common stock granted under the 2023 Incentive Plan on |
(9) |
The amount represents the product of |
25
Employment Agreement with
On
The initial term of the 2013 Employment Agreement was three years, with an additional year added to the term on each anniversary of the effective date, unless one of the parties provides notice of its intention not to extend the term. The 2013 Employment Agreement provides that
Under the terms of the 2013 Employment Agreement,
Internal Revenue Code Section 409A imposes significant taxes on an executive officer in the event that he receives deferred compensation that does not satisfy certain statutory and regulatory requirements in accordance with Internal Revenue Code Section 409A. However, it is the intent of the Company and the Bank that the amounts payable to Mr. House under the employment agreement comply with or are exempt from Section 409A.
Potential Payments Upon Termination or Change in Control
26
In addition, on
Pursuant to the restricted stock award agreements (each a "Restricted Stock Award Agreement") under the 2013 Incentive Plan and the 2023 Incentive Plan (collectively, the "Plans"), if an officer's Continuous Service (as defined in the Plans) terminates due to death, disability or retirement (as defined in the Restricted Stock Award Agreement), 100% of the unvested restricted stock shall vest as of the date of such termination. If the Continuous Service terminates for any reason other than death, disability or retirement, any unvested restricted stock shall be automatically forfeited upon such termination. Pursuant to the Plans, in the event of a Change in Control (as defined in the Plans) the Restricted Period (as defined in the Plans) shall expire immediately with respect to 100% of the shares of restricted stock, subject to the discretion of the Compensation Committee.
Pursuant to the nonqualified stock option agreements (each an "Option Agreement") under the Plans, in the case of termination due to disability, any unvested portion of the option shall become fully vested on the date of termination and the officer (or, in certain circumstances, his personal representative) may exercise the vested option at any time prior to the Expiration Date (as defined in the Option Agreement). In the case of termination due to death, any unvested portion of the option shall become fully vested on the date of death, and the vested option may be exercised by the officer's estate, by a person who acquired the right to exercise the option by bequest or inheritance, or by a person designated pursuant to the Option Agreement at any time prior to the Expiration Date. In the case of termination due to retirement (as defined in the Option Agreement), any unvested portion of the option shall become fully vested on the date of retirement and the officer may exercise the vested option at any time prior to the Expiration Date. In the case of termination other than for disability, death or retirement, the officer may exercise the vested portion of the option, but only within such period of time ending on the earlier of (a) the date three (3) months following the termination of the officer's continuous service or (b) the Expiration Date; provided, however, that in the case of termination for Cause (as defined in the Plans), the option (whether vested or unvested) shall immediately terminate and cease to be exercisable. In the case of a Change in Control, the option shall become immediately vested and exercisable with respect to 100% of the shares subject to the option, subject to the discretion of the Compensation Committee.
27
Year
|
Summary
Compensation Table Total for PEO (1)
|
Compensation
Actually Paid to PEO
(1)(2)(3)
|
Average
Summary Compensation Table Total for Non-PEO NEOs
(1)
|
Average
Compensation Actually Paid to Non-PEO
NEOs (1)(2)(3)
|
Value of Initial
Fixed Investment Based on TSR (4)
|
Net Income
(in
thousands) |
||||||||||||||||||
2024
|
$ | 644,151 | $ | 681,468 | $ | 401,374 | $ | 419,440 | $ | 126.10 | $ | 8,170 | ||||||||||||
2023
|
724,672 | 745,430 | 442,015 | 451,384 | 101.29 | 8,485 | ||||||||||||||||||
2022
|
738,697 | 715,596 | 437,022 | 426,944 | 83.33 | 6,864 |
(1)
|
The PEO for 2024, 2023 and 2022 was
non-PEO
NEOs for 2024, 2023 and 2022 were |
(2)
|
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation
S-K
and do not reflect compensation actually earned, realized, or received by the Company's NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. |
(3)
|
Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the
Non-PEO
NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. To calculate the amounts of Compensation Actually Paid to the PEO in 2024, the following adjustments were made to the PEO's Summary Compensation Table Total: |
a. |
We deducted
|
b. |
We added
|
c. |
We added
|
d. |
We added
|
NEOs in 2024, the following adjustments were made to the Average Summary Compensation Table Total for
NEOs:
a. |
We deducted
non-PEO
NEOs in fiscal year 2024; |
b. |
We added
|
c. |
We added
non-PEO
NEOs before fiscal year 2024 that were outstanding and unvested as of the end of fiscal year 2024; and |
d. |
We added
non-PEO
NEOs before fiscal year 2024 that vested during fiscal year 2024. |
(4)
|
The values disclosed in this TSR column represent the measurement period value of an investment of
|
nsation Actually Paid to our other NEOs, and our Net Income during the three most recently completed fiscal years
DIRECTOR COMPENSATION
In establishing director compensation, the Company considers the significant amount of time that directors expend in fulfilling their duties to the Company and the skill level required by the Company of members of the Board, as well as the importance of attracting and retaining qualified candidates to serve on the Board.
Fees
Each of the non-employeedirectors of the Company receives a
Equity Compensation
Our directors historically were eligible to participate in the 2013 Incentive Plan, under which they were able to receive grants of nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other types of equity awards designed to align the interests of the directors with those of the Company's shareholders. Pursuant to the
On
On
Stock Ownership Guidelines for Non-Employee Directors
We believe that it is important for our directors to have a financial stake in the Company, and we have adopted formal stock ownership guidelines for non-employee directors.Under the ownership guidelines, which are set forth in our Guidelines on Significant Governance Issues, the Board has specified a requirement that non-employeedirectors must own at least 400 shares of the Company's common stock. The guidelines further direct that each non-employeedirector should develop a meaningful ownership position in the Company over time. During 2024, all of our non-employeedirectors were in compliance with the ownership guidelines. Additional information regarding the beneficial stock ownership of our non-employeedirectors can be found in the "Security Ownership of Certain Beneficial Owners and Management" table contained herein.
Director Retirement Agreements
In order to encourage the members of the Board to continue to serve as directors of the Company, we entered into director retirement agreements with each of our non-employeedirectors who joined the Board prior to 2013. The director retirement agreements are nonqualified deferred compensation arrangements that are designed to motivate the directors to serve on the Board until their retirement.
31
We initially entered into the director retirement agreements in 2002 with each member of the Board at that time, including current directors Meigs and Wilson. In their original form, these agreements promised each director a benefit to be paid annually for ten years, generally beginning on the later of the date on which the director reached age 70 or the date on which the director terminated service as a director. The amount of the benefit was initially set at
The director retirement agreements provide a change in control benefit. We believe that the interests of the Company's shareholders will be best served if the interests of our directors are aligned with the shareholders' interests. Therefore, the director retirement agreements provide that, if a director is terminated following a change in control of the Company or a change in control of the Bank, we will pay the director annually for ten years, beginning at age 70, an amount equal to the maximum benefit that he or she would have been entitled to receive had the director terminated service as a director at age 70.
The director retirement agreements are subject to Internal Revenue Code Section 409A. On
On
Equalization Stipend
Directors who joined the Board in 2013 or later have not entered into director retirement agreements. In order to alleviate pay discrepancies between directors who entered into director retirement agreements and those who did not, as well as to more equitably align the pay structure of all directors, beginning in 2021, an "equalization stipend" was paid in cash. This stipend served to fairly equalize the combination of all Board fees, stock awards, and changes in the accumulated benefit accruing under the director retirement agreements.
Deferral Plan
Non-employee directorsmay elect to defer payment of all or any portion of their fees earned as directors under the First US Bancshares, Inc. Non-Employee Directors'Deferred Compensation Plan (the "Deferral Plan"). The Deferral Plan, which was originally ratified at the Annual Meeting of the Company's shareholders held on
32
2024 Director Compensation Table
The following table provides information regarding compensation earned by or paid to the Company's non-employeedirectors in 2024.
|
Fees Earned or Paid in Cash (2) |
Stock Awards (3) |
Option Awards (4) |
Nonqualified Deferred Compensation (5) |
All Other Compensation (6) |
Total | ||||||||||||||||||
|
$ | 44,182 | $ | 21,861 | - | - | $ | 355 | $ | 66,398 | ||||||||||||||
|
9,668 | 15,615 | - | - | - | 25,283 | ||||||||||||||||||
|
12,159 | - | - | - | - | 12,159 | ||||||||||||||||||
|
29,004 | 6,767 | - | $ | 14,030 | 619 | 50,420 | |||||||||||||||||
|
37,105 | 15,615 | - | - | 3,055 | 55,775 | ||||||||||||||||||
|
36,682 | 15,615 | - | - | 1,990 | 54,287 | ||||||||||||||||||
|
38,795 | 6,767 | - | 4,239 | 2,450 | 52,251 | ||||||||||||||||||
|
24,125 | 6,767 | - | 13,905 | 781 | 45,578 | ||||||||||||||||||
|
32,101 | 15,615 | - | - | 201 | 47,917 | ||||||||||||||||||
|
2,000 | - | - | - | - | 2,000 | ||||||||||||||||||
|
9,668 | 15,615 | - | - | - | 25,283 | ||||||||||||||||||
|
2,417 | - | - | - | - | 2,417 | ||||||||||||||||||
|
32,660 | 6,767 | - | 10,374 | 2,077 | 51,878 |
(1) |
Although |
(2) |
As described above, certain of our non-employeedirectors deferred all or a portion of their director fees pursuant to the Deferral Plan in 2024. The amounts in this column include the equalization stipend described above with respect to each director. |
(3) |
The amounts presented in this column represent the fair value of the shares of restricted common stock granted to the directors on the date of grant in accordance with ASC Topic 718. As of |
(4) |
As of |
(5) |
This column represents the change in the present value of a director's accumulated benefit under his or her director retirement agreement in 2024. The change in present value of certain agreements was impacted by reductions in discount rate assumptions used in the calculation of present value. |
(6) |
This column reflects reimbursements for mileage and related expenses paid to certain non-employeedirectors who traveled outside their county of residence to attend any Board or committee meeting and are reimbursed for mileage. |
(7) |
|
(8) |
|
(9) |
|
(10) |
|
(11) |
|
(12) |
|
33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of
34
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of outstanding shares of the Company's common stock beneficially owned as of
NAME OF |
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP (1) |
PERCENT OF CLASS |
||||||
|
308,153 | 5.36 | % | |||||
|
361,084 | 6.28 | % | |||||
|
74,418 | 1.29 | % | |||||
|
56,663 | * | ||||||
|
1,900 | * | ||||||
|
38,616 | * | ||||||
|
172,479 | 2.97 | % | |||||
|
4,507 | * | ||||||
|
28,384 | * | ||||||
|
9,587 | * | ||||||
|
15,276 | * | ||||||
|
53,989 | * | ||||||
|
4,100 | * | ||||||
|
108,541 | 1.89 | % | |||||
|
19,457 | * | ||||||
All current directors and executive officers as a group (15 persons) |
668,033 | 11.24 | % |
* |
Represents less than 1% of the outstanding shares. |
(1) |
Unless otherwise indicated, the named person has sole voting and sole investment power for the shares indicated. "Percent of Class" is based on (i) 5,752,262 shares of the Company's common stock outstanding, (ii) 50,885 shares of common stock equivalents held in the Deferral Plan that may be acquired by certain directors within 60 days and (iii) 140,600 shares of common stock that may be acquired by certain directors and executive officers within 60 days pursuant to the exercise of vested stock options. For each individual included in the table above, "Percent of Class" is calculated by dividing the number of shares beneficially owned by such person by the sum of (i) 5,752,262 shares of common stock outstanding and (ii) the number of additional shares of common stock that such person has the right to acquire within 60 days, if any. For "All current directors and executive officers as a group," "Percent of Class" is calculated by dividing the total number of shares beneficially owned by all 15 persons by the sum of (i) the total number of shares outstanding and (ii) the total number of shares that the members of the group have the right to acquire within 60 days. The percentages in this table have been rounded to the nearest hundredth. The Company currently has 10,000,000 shares of common stock, par value |
(2) |
This information is based solely upon our review of a Schedule 13D filed jointly by |
35
(3) |
This information is based solely upon our review of an amended Schedule 13G filed jointly by |
(4) |
Includes (i) 16,096 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
(5) |
Includes (i) 25,700 shares of common stock underlying options that are exercisable within 60 days and (ii) 7,534 shares of unvested restricted common stock with respect to which |
(6) |
Includes 1,500 shares of unvested restricted common stock with respect to which |
(7) |
Includes (i) 17,192 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
(8) |
Includes (i) 0.78 shares held in the 401(k) Plan, (ii) 51,000 shares of common stock underlying options that are exercisable within 60 days, and (iii) 14,734 shares of unvested restricted common stock with respect to which |
(9) |
Includes 1,500 shares of unvested restricted common stock with respect to which |
(10) |
Includes (i) 12,176 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
(11) |
Includes (i) 1,203 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
(12) |
Includes (i) 388 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
(13) |
Includes (i) 8,204 shares held in the 401(k) Plan, (ii) 24,500 shares of common stock underlying options that are exercisable within 60 days, (iii) 7,201 shares of unvested restricted common stock with respect to which |
(14) |
Includes 1,500 shares of unvested restricted common stock with respect to which |
(15) |
Includes 1,500 shares of unvested restricted common stock with respect to which |
(16) |
Includes (i) 3,830 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which |
36
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires our directors and officers, and persons who own more than ten percent (10%) of our common stock, to file reports of ownership and changes in ownership
37
AUDIT COMMITTEE REPORT
The Audit Committee of the Board is composed of six directors who are independent directors as defined under the applicable Nasdaq listing rules and the
The Audit Committee hereby submits the following report:
• |
We have reviewed and discussed with management the Company's audited consolidated financial statements as of and for the year ended |
• |
We have discussed with the independent auditors, |
• |
We have received the written disclosures and the letter from the independent auditors, |
Based on the review and discussions referred to above, we recommended to the Board that the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K forthe fiscal year ended
It should be noted that management is responsible for the Company's financial reporting process, including its system of internal controls, and the preparation of consolidated financial statements in accordance with accounting principles generally accepted in
This report furnished by the Audit Committee:
38
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
At the direction of the Audit Committee, the ratification of the appointment of
General
The Audit Committee has approved the engagement of
The Audit Committee reviews our independent registered public accountants' performance and independence. In connection with the Audit Committee's selection of
• |
|
• |
recent reports of the PCAOB's inspections of |
• |
|
• |
the Audit Committee's perception of, and |
• |
|
• |
the knowledge and experience of the lead audit partner and other key members assigned to our audit service team; |
• |
the appropriateness of |
• |
consideration of the time and expense that would be incurred by management in order to onboard a new firm. |
39
Based on its evaluation, the Audit Committee believes that
A representative from
Pre-Approval Policiesand Procedures
The Audit Committee of the Board has adopted policies and procedures for the pre-approval ofaudit and permissible non-audit servicesperformed by the independent registered public accountants. Pursuant to these policies and procedures, the Audit Committee generally is required to pre-approve theaudit and permissible non-audit servicesperformed by the independent registered public accountants in order to assure that the provision of such services does not impair the auditor's independence. Unless a type of service to be provided by the independent registered public accountants has received general pre-approval, theservice will require specific pre-approval bythe Audit Committee. Any proposed services exceeding pre-approved costlevels will require specific pre-approval bythe Audit Committee. On an annual basis, the Audit Committee may pre-approve specificservices that are expected to be provided to the Company by the independent registered public accountants during the following twelve months.
Audit and Other Service Fees
The following table sets forth the aggregate fees billed to the Company for the audit and other services provided by
2024 | 2023 | |||||||
Audit Fees |
$ | 232,000 | $ | 250,000 | ||||
Audit-Related Fees |
103,650 | 24,900 | ||||||
Tax Fees |
2,800 | 2,650 | ||||||
All Other Fees |
- | - |
Audit Fees
Audit fees were for professional services rendered relating to the audit of the Company's annual consolidated financial statements and the review of financial statements included in the Company's Forms 10-Q andForm 10-
Audit-Related Fees
Audit-related fees were for professional services rendered that are reasonably related to the performance of the audit or review of the Company's consolidated financial statements and are not reported under "Audit Fees." These fees represent the aggregate fees billed for services relating to attestation services related to financial reporting and for services relating to the employee benefit plan audit for 2024. These fees represent the aggregate fees billed for services relating to the employee benefit plan audit for 2023. All of these services were pre-approved bythe Audit Committee.
Tax Fees
Tax fees represent the fees billed for services relating to tax compliance, tax advice and tax planning. All of these services were pre-approved bythe Audit Committee.
All Other Fees
There were no other fees paid to
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Vote Required; Board Recommendation
The affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on this matter is needed to ratify the appointment of
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF CARR, RIGGS & INGRAM AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING
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PROPOSAL 3
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in
As described in detail under the heading "Executive Compensation," we believe that the compensation of our executive officers should link rewards to business results and shareholders' returns. We believe that our compensation program should attract, retain and motivate the executive officers necessary for our current and long-term success and should provide the executive officers with a stake in the future of the Company that corresponds to the stake of each of our shareholders.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our Named Executive Officers, as described in this Proxy Statement in accordance with the compensation disclosure rules of the
The affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on this matter is required for the adoption of this Proposal, the results of which will be non-binding andadvisory in nature.
Accordingly, pursuant to Section 14A of the Exchange Act, we ask our shareholders to vote on the following resolution at the Annual Meeting:
"RESOLVED, that the Company's shareholders approve, on an advisory basis, the compensation of the Named Executive Officers, as disclosed in the Company's Proxy Statement for the 2025 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
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SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING
If any shareholder wishes to present a proposal to be included in the proxy materials for the Company's 2026 Annual Meeting of Shareholders, the shareholder must comply with applicable securities regulations, including providing adequate notice to the Company. Such proposals must be received by the Company at the address noted below on or before
If a stockholder proposal is submitted outside the proposal process mandated by SEC Rule 14a-8,and is submitted instead under the Company's advance notice Bylaw provision (Section 2.15 of the Bylaws), the proposal must be received by the Company's Corporate Secretary not earlier than
In addition to satisfying the requirements under our Bylaws, to comply with the
Any proposal must be submitted in writing, by certified mail, retureceipt requested, to:
Post Office Box 249
OTHER MATTERS
We do not know of any matters to be presented for action at the Annual Meeting other than those set forth in the notice of the Annual Meeting and discussed in this Proxy Statement.
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The Company will furnish to shareholders without charge, upon written or oral request, a copy of the Company's Annual Report on Form 10-K, includingthe accompanying financial statements and schedules, required to be filed with the
Post Office Box 249
Tel. (334) 636-5424
Please complete, sign and date the enclosed proxy card and send it promptly by mail in the envelope provided for this purpose, or vote your shares via the internet or by telephone using the instructions provided in this Proxy Statement and on your proxy card. The proxy may be revoked by voting during the virtual Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time prior to the voting thereof.
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Your vote matters - here's how to vote! |
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You may vote online or by phone instead of mailing this card. | ||||||||||
Online | ||||||||||
Go to www.envisionreports.com/FUSBor scan the QR code - login details are located in the shaded bar below. | ||||||||||
Phone |
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Call toll free 1-800-652-VOTE (8683) within the |
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Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/FUSB |
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A |
Proposals - The Board of Directors recommends a vote FORall of the nominees listed in Proposal 1 and FORProposals 2 and 3. |
1. Election of Directors: The election of all of the nominees listed below to serve as directors until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified. |
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For | Withhold | For | Withhold | For | Withhold | |||||||||||||||
01 - |
02 - |
03 - |
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04 - |
05 - |
06 - |
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07 - |
08 - |
09 - |
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10 - |
11 - |
For | Against | Abstain | For | Against | Abstain | |||||||||||
2. The ratification of the appointment of |
3. The advisory approval of the Company's executive compensation. |
B |
Authorized Signatures - This section must be completed for your vote to be counted. Date and sign below. |
When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. If the signer is a partnership, limited liability company or other entity, please sign full entity name by authorized person.
Date (mm/dd/yyyy) - Please print date below. | Signature 1 - Please keep signature within the box. | Signature 2 - Please keep signature within the box. | ||||||
/ / |
⬛ |
1 U P X |
0445FC |
YOUR VOTE IS IMPORTANT!
Annual Meeting materials are available online at:
You can vote by proxy in one of three ways:
1. Via the Internet at www.envisionreports.com/FUSBand follow the instructions.
or
2. Call toll free 1-800-652-VOTE(8683) on a touch-tone telephone.
or
3. Mark, date and sign your proxy card, and retuit promptly in the enclosed postage-paid envelope.
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked on the reverse side and dated and signed below)
The 2025 Annual Meeting of Shareholders of
To access the virtual meeting, you must have the information that is printed in the shaded bar
located on the reverse side of this form.
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/FUSB |
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
REVOCABLE PROXY - |
ANNUAL MEETING OF SHAREHOLDERS - |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
The undersigned hereby appoints |
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDER. IF THIS PROXY IS RETURNED BUT NO INSTRUCTIONS ARE GIVEN FOR A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED "FOR" ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. |
PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY INTERNET OR TELEPHONE, OR COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. |
C |
Non-VotingItems |
Change of Address- Please print new address below. |
Comments- Please print your comments below. |
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⬛ |
Using a black inkpen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. |
Annual Meeting Proxy Card |
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
A |
Proposals - The Board of Directors recommends a vote FORall of the nominees listed in Proposal 1 and FORProposals 2 and 3. |
1. Election of Directors: The election of all of the nominees listed below to serve as directors until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified. |
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For | Withhold | For | Withhold | For | Withhold | |||||||||||||||
01 - |
02 - |
03 - |
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04 - |
05 - |
06 - |
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07 - |
08 - |
09 - |
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10 - |
11 - |
For | Against | Abstain | For | Against | Abstain | |||||||||||
2. The ratification of the appointment of |
3. The advisory approval of the Company's executive compensation. |
B |
Authorized Signatures - This section must be completed for your vote to be counted. Date and sign below. |
When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. If the signer is a partnership, limited liability company or other entity, please sign full entity name by authorized person.
Date (mm/dd/yyyy) - Please print date below. | Signature 1 - Please keep signature within the box. | Signature 2 - Please keep signature within the box. | ||||||
/ / |
⬛ |
1 U P X |
0445LB |
YOUR VOTE IS IMPORTANT!
Annual Meeting materials are available online at:
You can vote by proxy in one of three ways:
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked on the reverse side and dated and signed below)
qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q
REVOCABLE PROXY - |
ANNUAL MEETING OF SHAREHOLDERS - |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS |
The undersigned hereby appoints |
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDER. IF THIS PROXY IS RETURNED BUT NO INSTRUCTIONS ARE GIVEN FOR A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED "FOR" ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. |
PLEASE PROVIDE THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. |
3291
VOTE BY INTERNET - www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by
VOTE BY MAIL
Mark, sign and date your proxy card and retuit in the postage-paid envelope we have provided or retuit to Vote Processing, c/o Broadridge,
TO VOTE, |
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V64439-P27470 | KEEP THIS PORTION FOR YOUR RECORDS | |||||
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
FIRST US BANCSHARES, INC.
The Board of Directors recommends a vote FORall of the nominees listed in Proposal 1 and FORProposals 2 and 3. |
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1. Election of Directors: The election of all of the nominees listed below to serve as directors until the 2026 Annual Meeting of Shareholders and until their successors are elected and qualified. |
For | Withhold | ||
Nominees: |
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1a. Robert |
☐ | ☐ | ||
1b. Robert |
☐ | ☐ | ||
1c. David |
☐ | ☐ | ||
1d. James |
☐ | ☐ | ||
1e. Marlene M. McCain |
☐ | ☐ | ||
1f. J. |
☐ | ☐ | ||
1g. Jack |
☐ | ☐ | ||
1h. Aubrey S. Miller |
☐ | ☐ | ||
1i. Staci M. Pierce |
☐ | ☐ | ||
1j. Tracy |
☐ | ☐ | ||
1k. Bruce |
☐ | ☐ |
For | Against | Abstain | ||||||||||
2. |
The ratification of the appointment of |
☐ | ☐ | ☐ | ||||||||
3. |
The advisory approval of the Company's executive compensation. |
☐ | ☐ | ☐ |
When shares are held by joint tenants, both should sign. Executors, administrators, trustees, etc. should give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer. If the signer is a partnership, limited liability company or other entity, please sign full entity name by authorized person.
Signature [PLEASE SIGN WITHIN BOX] |
Date |
Signature (Joint Owners) |
Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The combined document is available at www.proxyvote.com.
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pIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.p | ||||
V64440-P27470 |
REVOCABLE PROXY - |
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ANNUAL MEETING OF SHAREHOLDERS - THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDER. IF THIS PROXY IS RETURNED BUT NO INSTRUCTIONS ARE GIVEN FOR A PARTICULAR PROPOSAL, THIS PROXY WILL BE VOTED "FOR" ALL OF THE NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY INTERNET OR TELEPHONE, OR COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. |
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Attachments
Disclaimer
Proxy Statement (Form DEF 14A)
Proxy Statement (Form DEF 14A)
Advisor News
Annuity News
Health/Employee Benefits News
Life Insurance News