UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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FIRST USUNITED SECURITY BANCSHARES, INC.
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TO OUR SHAREHOLDERS:
We will hold the 20152017 Annual Meeting of Shareholders of United SecurityFirst US Bancshares, Inc. (“USBI”(the “Company”) at 10:00 a.m., Central Time, on Friday,Wednesday, April 24, 2015,26, 2017, at Alabama Southern Community College, 30755 Highway 43 South,the Thomasville Civic Center, 559 West Front Street, Thomasville, Alabama 36784.
We have enclosed a notice of the meeting, a proxy statement, a proxy card and the Annual Report to Shareholders for 20142016 and hope that you will study the enclosed materials carefully and attend the meeting in person.
Whether or not you plan to attend the meeting, please complete, sign and date the enclosed proxy card and return it as promptly as possible. You may return the 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 in person at the meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of USBIthe Company or by a later vote via the Internet or by telephone at any time before the proxy is voted.
Sincerely,
Sincerely,
Andrew C. Bearden, Jr.
Chairperson of the Board
James F. House
President and Chief Executive Officer
March 20, 2015
FIRST USUNITED SECURITY BANCSHARES, INC.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
(334)636-5424
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
April 24, 201526, 2017
TO THE SHAREHOLDERS OF UNITED SECURITYFIRST US BANCSHARES, INC.:
United Security
First US Bancshares, Inc. (“USBI”(the “Company”) will hold its 20152017 Annual Meeting of Shareholders (the “Annual Meeting”) at Alabama Southern Community College, 30755 Highway 43 South,the Thomasville Civic Center, 559 West Front Street, Thomasville, Alabama 36784, on Friday,Wednesday, April 24, 2015,26, 2017, at 10:00 a.m., Central Time, for the following purposes:
(1) | to elect |
(2) | to ratify the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, |
(3) | to approve, on an advisory basis, |
(4) | to hold a non-binding advisory vote on the frequency of future executive compensation advisory votes (every one, two or three years); and |
(5) | 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 has fixed the close of business on March 5, 20157, 2017 as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting.
A complete list of the shareholders of USBIthe Company will be available and open for examination by any shareholder of USBIthe Company during ordinary business hours beginning two business days after the mailing of this notice of the Annual Meeting.
All shareholders are cordially invited to attend the Annual Meeting. Information about the Annual Meeting, including directions to attend the Annual Meeting, can be found at the following website: www.edocumentview.com/USBI.FUSB. Whether or not you plan to attend the Annual Meeting in person, 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 in person at the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of USBIthe 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,
Beverly J. Dozier
Secretary
Thomasville, Alabama
March 20, 201522, 2017
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 24, 2015: USBI’S26, 2017: THE COMPANY’S PROXY STATEMENT AND 20142016 ANNUAL REPORT ARE AVAILABLE AT www.edocumentview.com/USBI.
PROXY STATEMENT
PROXY STATEMENT
TABLE OF CONTENTS
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Consideration of | 12 | ||||
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Consideration of Prior Shareholder Advisory Vote on Executive Compensation | 18 | ||||
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DIRECTOR COMPENSATION | 22 | ||||
Fees | 22 | ||||
Equity Compensation | 22 | ||||
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2016 Director | 24 | ||||
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 26 | ||||
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PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 30 | ||||
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PROPOSAL 4 ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTE | 33 | ||||
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FIRST USUNITED SECURITY BANCSHARES, INC.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
(334)636-5424
PROXY STATEMENT
FOR THE
20172015 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 24, 201526, 2017
INTRODUCTION
This Proxy Statement is furnished on or about March 20, 201522, 2017 by United SecurityFirst US Bancshares, Inc. (“USBI”(the “Company”) to the holders of common stock of USBIthe Company in connection with the 20152017 Annual Meeting of Shareholders, and any adjournments or postponements thereof, to be held on Friday,Wednesday, April 24, 2015,26, 2017, at 10:00 a.m., Central Time, at Alabama Southern Community College, 30755 Highway 43 South,the Thomasville Civic Center, 559 West Front Street, Thomasville, Alabama 36784 (the “Annual Meeting”). The matters to be considered and acted upon are:
(1) | the election of |
(2) | the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, |
(3) | the advisory approval of |
(4) | a non-binding advisory vote on the frequency of future executive compensation advisory votes (every one, two or three years); and |
(5) | the transaction of such other business as may properly come before the Annual Meeting. |
The Board of Directors of USBIthe Company is soliciting the proxy, which is revocable at any time before it is voted. You may revoke the proxy by voting in person at the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of USBIthe Company or by a later vote via the Internetinternet or by telephone. We must, however, actually receive the written notice,later-dated proxy card or later Internetinternet or telephone vote before the vote of the shareholders. We will vote all properly executed proxies delivered pursuant to this solicitation at 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 Proposals 1, 2 and 3 and the option of an annual non-binding advisory vote on the compensation of our named executive officers (Proposal 4) – 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:
● | Vote via the Internet. You may vote your shares via the Internet at any time prior to 3:00 a.m., Central |
● | 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 3:00 a.m., Central |
● | Vote by Mail. If you choose to vote by mail, please complete, sign, date and return your 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‘Street Name’” for more information about how to vote your shares.
USBIThe 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. USBIThe 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 March 5, 2015.7, 2017. Only shareholders as of this date are eligible to vote at the Annual Meeting. At the close of business on March 5, 2015,7, 2017, there were 6,043,2926,055,293 shares of common stock of USBI,the Company, par value $0.01 per share, outstanding and eligible to receive notice of and to vote at the Annual Meeting. Each shareholder is entitled to one vote in person or by proxy for each share of common stock held on all matters properly to come before the Annual Meeting.
Information About a Quorum
At the Annual Meeting, the presence of a majority of the outstanding shares of USBI’sthe 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 adjourn the Annual Meeting, with or without a shareholder vote. Alternatively, if there is a shareholder vote to adjourn the 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 USBIthe Company will be elected by a plurality of the shares cast at the Annual Meeting – in other words, the director-nomineesdirector nominees receiving the most votes will be elected (Proposal 1). The ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 20152017 (Proposal 2) will require the affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the matter. Proposals 3 and 4 are non-binding advisory votes regarding executive compensation. Proposal 3 calls for the advisory approval of USBI’sthe Company’s executive compensation and will require for adoption the affirmative vote of a majority of the shares represented at the Annual Meeting in person or by proxy and entitled to vote on the matter. Although there is no voting standard directly applicable to Proposal 4 (advisory vote on frequency of say-on-pay vote), the option of “every year,” “every two years” or “every three years” that receives the highest number of votes cast will be considered the frequency that has been approved by the shareholders on an advisory basis.
Following the Annual Meeting, we will file a Current Report on Form 8-K with the Securities and Exchange Commission to disclose the results of voting on each proposal, as required by applicable rules.
Abstentions
A shareholder may abstain from voting or withhold his or her vote, as applicable (collectively, “abstentions”“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. Since the election of directors (Proposal 1) is determined by the votes cast at the Annual Meeting, abstentions will not affect the outcome of this matter. An abstention as to the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 20152017 (Proposal 2) and the advisory approval of USBI’sthe Company’s executive compensation (Proposal 3) will have the same effect as voting against these proposals, given that the outcome of each proposal is determined by the shares represented at the Annual Meeting and entitled to vote on the matter. Abstentions will not affect the outcome of the advisory vote on the frequency of the say-on-pay vote (Proposal 4).
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 attend the 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 return the 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 advisory approval of USBI’svotes regarding the Company’s executive compensation (Proposal 3)(Proposals 3 and 4).
In the past,Under applicable law, if you heldhold your shares in “street name,”name” and you diddo not indicate to your broker, bank or other nominee how you wantedwant your shares to be voted in the election of directors your broker, bank(Proposal 1) or other nominee was allowed to vote those shares on your behalf in the election of directors as they felt appropriate. Certain regulatory changes have taken away the ability of your broker, bank or other nominee to vote your uninstructed shares in the election of directors on a discretionary basis. Similarly, if you do not direct your broker, bank or other nominee as to how to vote with respect to the advisory approval of USBI’s executive compensation (Proposal 3)matters (Proposals 3 and 4), 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 directorsdirectors or with respect to the advisory approval of executive compensation matters, your shares willwill not be voted for any director-nominee,director nominee, the executive compensation matters or on any other proposal with respect to which your broker, bank or other nominee does not have discretionary authority (resulting in a “broker non-vote”).
Broker non-votes are counted for general quorum purposes but are not deemed to be present with respect to any matter for which a broker does not have discretionary authority to vote. Broker non-votes will not be counted for purposes of the election of directors (Proposal 1) but will have no effect on the outcome of the election of directors based on the plurality voting standard. Broker non-votes will not be taken into account with respect toin determining the outcome of the non-binding advisory approval ofvotes regarding executive compensation (Proposal 3)(Proposals 3 and 4). Your bank, broker or other nominee will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ended December 31, 20152017 (Proposal 2); therefore, there should be no broker non-votes with respect to this item.
ELECTION OF DIRECTORS
USBI’s
The Company’s Bylaws provide that the Board of Directors shall consist of not less than three (3) and not more than twenty-five (25) directors, and, if a number is not fixed by the Board of Directors, the Bylaws state that there shall be sixteen (16) directors. There are currently fifteen (15) directors serving on the Board. However, two of our current directors have reached the mandatory retirement age set forth in the Company’s bylaws and therefore will not stand for reelection at the Annual Meeting. As a result, only the thirteen (13) remaining members of our Board and,will stand for reelection at a meeting on February 27, 2015, the Board of Directors voted to maintain the current size of the Board following the Annual Meeting. The Executive, Nominating Executive and Corporate Governance Committee and the current Board of Directors believehave both determined that a Board of Directors consisting of fifteen (15)thirteen (13) persons is practical and efficient at this point in time.
Based on the nominations of the Executive, Nominating Executive and Corporate Governance Committee, the Board of Directors recommends that the shareholders elect the fifteen (15) director-nomineesthirteen (13) director nominees named below to hold office until the 20162018 Annual Meeting of Shareholders of USBIthe Company or until their successors are elected and qualified. All of the nominees currently serve as directors. Unless “Withhold” is noted as to all or some of the nominees, proxies will be voted at the Annual Meeting FOR the election of the fifteen (15)thirteen (13) nominees to the Board of Directors. Shareholders may not vote for a greater number of persons than the number of nominees named.THEBOARD RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF THE FIFTEEN (15)THIRTEEN (13) NOMINEES.
While we know of no reason why any nominee would be unable to serve as a director, if, before the voting at 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 of Directors.
The following provides certain biographical information about the individuals who have been nominated for election as directors of USBI.the Company. Each of the nominees currently serves as a director of USBI.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, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes and skills that caused the Board of Directors 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.
Subsequent to
Following the Annual Meeting, USBI,the Company, as the sole shareholder of First US Bank USBI’s banking subsidiary (the “Bank”), intends to re-electreelect all of the newly electednewly-elected directors of USBIthe Company as directors of the Bank.
Information regarding the executive officers of USBIthe Company who are not directors is also provided below.
Information About Director-NomineesDirector Nominees
Andrew C. Bearden, Jr. Director since 2009 Age | Mr. Bearden
Mr. |
Linda H. Breedlove Director since 1997 Age | Ms. Breedlove serves as a part-time writer for The South Alabamian, Inc., a newspaper publishing company. She also performs certain bookkeeping functions forThe Thomasville Times. She served as Co-Publisher/Editor ofThe South Alabamian for 29 years until January 2003. Ms. Breedlove was employed with Breedlove Office Supply and Printing from January 2003 until April 2004.
The Board of Directors believes that Ms. | |
Robert Stephen Briggs Director since 2014 Age | Mr. Briggs has more than 40 years of experience in the insurance industry, serving as a field agent, general manager and company executive. In 2008, after his retirement from Protective Life Corporation as an Executive Vice President, Mr. Briggs founded Petra Life Services, Inc., which provides insurance, financial and investment consulting services, and he currently serves as its President and Chief Executive Officer. In addition, Mr. Briggs is President and Chief Executive Officer of Longevity Quest, Inc., which provides longevity analysis for wellness management and longevity planning. He is also a member of the board of directors of American United Mutual Insurance Holding Company, currently serving as lead independent director and as a member of the Executive Committee and the Compensation Committee, and previously serving as chair of the Governance and Nominating Committee.
The Board of Directors believes that Mr. | |
Sheri S. Cook Director since 2014 Age | Ms. Cook currently serves as Senior Vice President of Human Resources for Altec, Inc., an equipment and service provider based in Birmingham, Alabama. From April 2008 to July 2013, she served as
The Board of Directors believes that Ms. |
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John C. Gordon Director since 1997 Age | Mr. Gordon has been self-employed, performing forestry, timberland and investment services for Forest Services, Inc. (land management) since 1994 and for SS&J Land Co., Inc. since 1998. Mr. Gordon serves as president of both entities.
Mr. | |
William G. Harrison Director since 1976 Age | Mr. Harrison served as Timber Settlements and Records Manager for Linden Lumber Company (sawmill) from 1999 until his retirement in 2008. For approximately 20 years prior to his position at Linden Lumber Company, Mr. Harrison was
The Board of Directors believes that Mr. |
James F. House Director since 2011 Age | Mr. House became a director of
The Board of Directors believes that, from these years of experience in a number of positions and areas in |
J. Lee McPhearson Director since 2009 Age | Mr. McPhearson is an attorney, currently practicing in Butler, Alabama. Mr. McPhearson also serves as County Attorney for Choctaw County, Alabama. From 1995 until 2002, Mr. McPhearson served as Circuit Judge for the First Judicial Circuit of the State of Alabama and previously served from 1981 until 1987 as District Attorney for the First Judicial Circuit. Mr. McPhearson is currently actively involved in timber and real estate enterprises.
Mr. | |
Jack W. Meigs Director since 1997 Age | Mr. Meigs
The Board of Directors believes that Mr. |
Aubrey S. Miller Director since 2014 Age | Mr. Miller
The Board of Directors believes that Mr. | |
Donna D. Smith Director since 2014 Age | Ms. Smith served as the Vice President of Human Resources and Ethics for Alabama Power Company from 2010 until her retirement in February 2014 and as Human Resources Director of Alabama Power Company and Southern Company Generation for several years prior to that. She also served on the board of directors of the Alabama Power Company Foundation and remains active in leadership positions with several philanthropic organizations and boards.
The Board of Directors believes that Ms. Smith brings a valuable perspective to the Board of Directors as a result of her | |
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Howard M. Whitted Director since 1985 Age | Mr. Whitted was a forester for Weyerhaeuser Company, a forest products and container board manufacturer, from 1968 until his retirement in 2006. Mr. Whitted is currently a forester and manager for Whitted Family Holdings.
The Board of Directors believes that Mr. | |
Bruce N. Wilson Director since 1997 Age | Mr. Wilson is
Through his law practice, Mr. Wilson has represented and continues to represent business and corporate clients throughout all phases of their operations. He counsels clients on various real estate, industrial and economic development, and budgetary and auditing issues. The Board of Directors believes that Mr. |
Information About Executive Officers Who Are Not Also Directors
Thomas S. Elley Age | Mr. Elley has served as the Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary of |
William C. Mitchell Age | Mr. Mitchell has served as President and Chief Executive Officer of the | |
Anthony G. Cashio Age | Mr. Cashio joined the Bank in October 2012 and currently serves as Executive Vice President, Credit Division, and Chief Credit Officer. Prior to his employment with the Bank, Mr. Cashio served as Executive Vice President and Chief Credit Officer of Gulf South Private Bank in Destin, Florida from December 2011 until October 2012; Regional Credit Officer and Senior Vice President of Cadence Bank from December 2006 until November 2011; and Senior Vice President and Risk Manager of Wachovia Bank from |
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Beverly J.
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Age 52 |
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| Ms. Dozier currently serves as Vice President, Secretary and Assistant Treasurer of |
USBI
The Company is committed to having sound corporate governance principles. Operating in accordance with such principles is essential to running USBI’sthe Company’s business effectively and to maintaining USBI’sthe Company’s integrity in the marketplace. USBI’sThe Company’s Board has adopted a Code of Business Conduct and Ethics that sets forth basic principles to guide USBI’sthe 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 United Security Bancshares, Inc. Code of Business Conduct and Ethics is filed asExhibit 14 to our Annual Report on Form 10-K for the year ended December 31, 2003. USBIWe will furnish any person without charge, upon written request, a copy of the United Security Bancshares, Inc. Code of Business Conduct and Ethics.
The following is a summary of USBI’sthe Company’s Board independence standards, the Board and committee structure, the director nominationdirector-nomination process and the procedures for shareholders to follow to communicate with the Board of Directors.
Director Independence
The Nasdaq Stock Market, LLC, the exchange on which USBI’sthe Company’s common stock is listed (“Nasdaq”), requires that a majority of USBI’sthe Company’s Board members be “independent.” Accordingly, because the Board of Directors currently has fifteen (15) members, at least eight (8) of the directors must be independent. Following the Annual Meeting, after which the Company will have thirteen (13) members, at least seven (7) of the directors must be independent. In accordance with Nasdaq’s listing rules, a director is not considered to be independent unless the Board determines that the director has no relationship with USBIthe Company or its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with USBIthe Company or any of its subsidiaries) that would interfere with the exercise of the director’s independent judgment in carrying out the responsibilities of a director. Members of the Audit Committee, Compensation Committee and Executive, Nominating Executive and Corporate Governance Committee also must meet the independence tests in the applicable Nasdaq listing rules and the federal securities laws.
The Board has determined that none of the directors standing for re-election,reelection, with the exception of Mr. House, has any material relationship with USBIthe Company or any of its subsidiaries (either directly or as a partner, shareholder or officer of an organization that has a relationship with USBIthe 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 USBIthe Company and its subsidiaries. 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. Mr. House is not independent because of his employment as the President and Chief Executive Officer of USBIthe Company and the Bank.
While conducting its review of director independence, the Board of Directors specifically considered the relationship between USBIthe Company and Wilson & Drinkard, of which Mr. Wilson is athe senior partner.member. Wilson & Drinkard is a law firm that has provided legal services to USBIthe Company and its subsidiaries. USBI’ssubsidiaries in the past. The Company’s fee arrangement with Wilson & Drinkard is negotiated on the same basis and is subject to the same terms and conditions as arrangements with other outside legal counsel for similar types of legal work. During 2014, USBI paid $540 in2016, the Company did not pay any legal fees to Wilson & Drinkard. Based on this review, the Board concluded that USBI’sthe Company’s relationship with Wilson & Drinkard does not interfere with Mr. Wilson’s exercise of independent judgment in carrying out the responsibilities of a director.
Company Leadership Structure
The business of USBIthe Company is managed under the direction of the Board of Directors, which is elected by our shareholders. The basic responsibility of the Board is to lead USBIthe Company by exercising its business judgment to act in what each director reasonably believes to be the best interests of USBIthe Company and its shareholders. Leadership is
important to the effective operation of the Board for the benefit of USBI.the Company. The role of the Chairperson includes providing continuous feedback on the direction, performance and strategy of USBI,the Company, presiding over meetings of the Board, setting the Board’s agenda with management and leading the Board in anticipating and responding to risks faced by USBI.the Company.
The roles of Chief Executive Officer and Chairperson of the Board have been separated since USBIthe Company became a publicly tradedpublicly-traded company. While the Board believes that the Chief Executive Officer should be a member of the Board, the Board considers it to be advantageous to independence, oversight and objectivity to have a separate, independent board member to serve as Chairperson. The Board may reconsider this leadership structure from time to time based on then-current considerations.
Risk Oversight
General oversight of USBI’sthe Company’s risk management process is the responsibility of the Audit Committee of the Board of Directors.
USBI
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 USBI’sthe 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. Although the full Board is ultimately involved in the risk oversight process, information regarding certain risks is reviewed first by the committees of the Board when a particular risk falls within the purview of a particular committee. For example, the Compensation Committee of the Board oversees the management of risks relating to USBI’sthe Company’s compensation policies and practices, including executive compensation. The Executive, Nominating Executive and Corporate Governance Committee oversees risks associated with the independence of the members of the Board and potential conflicts of interest. The Audit Committee oversees the management of financial risks (including risks required to be monitored under the Sarbanes-Oxley Act). The conclusions of each Board committee are brought to the attention of all Board members at the regularly scheduledregularly-scheduled meetings of the Board. This enables the Board and its committees to coordinate with respect to the risk oversight role.
Board Structure and Committees
The Board of Directors of USBIthe Company 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 needed. These sessions are chaired by the Chairperson of the Board or another independent director selected by a majority of the independent directors.
During 2014,2016, the Board of Directors of USBIthe Company met twelve12 times in regularly scheduled meetings.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 of Directors and the total number of meetings held by all committees of the Board of Directors on which he or she served during the year.
Directors are encouraged but not required to attend the Annual Meeting of Shareholders each year. All of the then-current directors attended USBI’s 2014the Company’s 2016 Annual Meeting of Shareholders held on May 2, 2014.April 27, 2016.
Audit Committee
The Audit Committee assists the Board with its oversight responsibilities with respect to the financial reports and other financial information provided by USBIthe Company to its shareholders and others, USBI’sthe Company’s financial policies and procedures and disclosure controls and procedures, USBI’sthe Company’s system of internal controls and USBI’s
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 Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations” – “USBI“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. Any revisions to the charter are to be made by the full Board. The Audit Committee last reviewed and assessed the adequacy of its charter on March 11, 2015.15, 2017. The Audit Committee met tenfive times during 2014.2016. The Audit Committee Report appears later in this Proxy Statement.
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 Andrew C. Bearden, Jr., and Robert Stephen Briggs and A. J. Strickland, III each has the requisite attributes of an “audit committee financial expert.” Mr. Bearden acquired such attributes through his experience as a certified public accountant and through his supervision as chief financial officer of the financial reporting and compliance of a publicly tradedpublicly-traded financial institution. Mr. Briggs acquired such attributes through his experience overseeing the financial performance of a major division of a national life insurance company and through his service on other boards of directors of companies in the financial services industry, including audit committee service. Dr. Strickland acquired such attributes through his many years of service as a business school professor and his service on the boards of directors of other public companies, including audit committee service.
The current members of the Audit Committee are A.J.A. J. Strickland, III, Chairperson, Andrew C. Bearden, Jr., Robert Stephen Briggs, Gerald P. Corgill, William G. Harrison, J. Lee McPhearson and Jack W. Meigs.Meigs and Donna D. Smith. Following the Annual Meeting, at which Dr. Strickland and Mr. Corgill will not stand for reelection, the Board anticipates that the Audit Committee will consist of the remaining current members of the Audit Committee. The Board has carefully evaluated the backgrounds of the members of the Audit Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.
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 USBI’s and the Bank’sCompany’s executive officers and administers USBI’sthe 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 Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations” – “USBI“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. Any revisions to the charter are to be made by the full Board. The Compensation Committee last reviewed and assessed the adequacy of its charter on March 11, 2015.15, 2017. The Compensation Committee met tensix times in 2014.2016. The Compensation Committee Report appears later in this Proxy Statement.
The scope of the Compensation Committee’s authority is limited to the responsibilities that are set forth in its charter. In fulfilling its responsibilities, the Compensation Committee may delegate its authority to subcommittees to the extent permitted by applicable law. The charter further provides the Compensation Committee with the authority to engage independent consultants and legal advisers when determined to be necessary or appropriate in fulfilling its responsibilities. The Compensation Committee has sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.
The Compensation Committee has reviewed USBI’sthe 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 USBI.the Company. As a result of this process, the Compensation Committee concluded and informed the Board that, based on USBI’sthe Company’s current compensation programs, plans and practices, there are no such risks.
The current members of the Compensation Committee are J. Lee McPhearson,Donna D. Smith, Chairperson, Andrew C. Bearden, Jr., Gerald P. Corgill,Robert Stephen Briggs, Sheri S. Cook, John C. Gordon, J. Lee McPhearson and A. J. Strickland, III. Following the Annual Meeting, at which Dr. Strickland will not stand for reelection, the Board anticipates that the Compensation Committee will consist of the remaining current members of the Compensation Committee. The Board has carefully evaluated the backgrounds of the members of the Compensation Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.
Executive, Nominating Executive and Corporate Governance Committee
Among other responsibilities, the Executive, Nominating Executive and Corporate Governance Committee reviews and recommends the selection of directors and members of committees of the Board and reviews and establishes the governance practices of USBI.the Company. The Executive, Nominating Executive and Corporate Governance Committee operates under a written charter, a copy of which is posted on the Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations” – “USBI“FUSB Policies.” The Executive, Nominating Executive and Corporate Governance Committee is required on an annual basis to review and reassess the adequacy of its charter and recommend any changes to the full Board. Any revisions to the charter are to be made by the full Board. The Executive, Nominating Executive and Corporate Governance Committee last reviewed and assessed the adequacy of its charter on March 11, 2015.15, 2017. The Executive, Nominating Executive and Corporate Governance Committee met four times in 2014.2016.
The members of the Executive, Nominating Executive and Corporate Governance Committee are Andrew C. Bearden, Jr., Chairperson, Gerald P. Corgill,Sheri S. Cook, John C. Gordon, J. Lee McPhearson, Donna D. Smith, A. J. Strickland, III and Bruce N. Wilson. Following the Annual Meeting, at which Dr. Strickland will not stand for reelection, the Board anticipates that the Executive, Nominating and Corporate Governance Committee will consist of the remaining current members of the Executive, Nominating and Corporate Governance Committee. The Board has carefully evaluated the backgrounds of the members of the Executive, Nominating Executive and Corporate Governance Committee and determined that such members qualify as “independent,” as defined in the applicable Nasdaq listing rules and as defined in the committee’s charter.
Consideration of Director-NomineesDirector Nominees
Criteria and Diversity
Criteria that are used by the Executive, Nominating Executive and Corporate Governance Committee in connection with evaluating and selecting new directors include factors relating to whether the candidate would meet the definition of “independent,” as defined by the applicable Nasdaq listing rules, as well as the candidate’s skills, occupation and experience in the context of the needs of the Board. The Board believes that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the Board to fulfill its responsibilities.
The Executive, Nominating Executive and Corporate Governance Committee continually reviews the qualifications and responsibilities of all directors in consideration of the Board’s overall responsibility to shareholders. Although neither the Board nor the Executive, Nominating Executive and Corporate Governance Committee has a formal policy with regard to the consideration of diversity in identifying director-nominees,director nominees, the director nomination process is designed to ensure that the Board considers members with diverse backgrounds, including race, ethnicity, gender, education, skills and experience, with a focus on appropriate financial and other expertise relevant to USBI’sthe Company’s business, and also considers issues of judgment, conflicts of interest, integrity, ethics and commitment to the goal of maximizing shareholder value. The goal of this process is to assemble a group of directors with deep, varied experience, sound judgment and commitment to the success of USBI.the Company. For a discussion of the individual experience and qualifications of our directors, please refer to “Proposal 1 – Election of Directors” in this Proxy Statement.
Process for Identifying and Evaluating Director-NomineesDirector Nominees
The process followed by the Executive, Nominating Executive and Corporate Governance Committee to identify and evaluate candidates includes requests to Board members and others for recommendations, meetings from time to
time to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the Executive, Nominating Executive and Corporate Governance Committee and the Board. Assuming that the appropriate biographical and background material discussed below is provided on behalf of candidates recommended by shareholders, the Executive, Nominating Executive and Corporate Governance Committee will evaluate those candidates by applying substantially the same criteria and following substantially the same process as that used for candidates submitted by Board members.
Director Director-NomineesNominees Proposed by Shareholders
The Executive, Nominating Executive and Corporate Governance Committee will consider candidates recommended by shareholders for inclusion by the Board of Directors in the slate of nominees that the Board recommends to the shareholders for election. In considering whether to recommend any candidate for inclusion in the Board’s slate of recommended director-nominees,director nominees, including candidates recommended by shareholders, the Executive, Nominating Executive and Corporate Governance Committee applies the selection criteria and follows the process described above.
Shareholders may recommend individuals for the Executive, Nominating Executive and Corporate Governance Committee to consider as potential director candidates by submitting the following information to the Executive, Nominating Executive and Corporate Governance Committee, c/o Corporate Secretary of United SecurityFirst US Bancshares, Inc., 131 West Front Street, P.O. Box 249, Thomasville, Alabama 36784:
The name of the recommended person;
● | the name of the recommended person; |
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 Securities Exchange Act of 1934, as amended;
● | 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 Securities Exchange Act of 1934, as amended; |
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;
● | 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; |
As to the shareholder making the recommendation, the name and address of such shareholder as the name and address appear on USBI’s books; provided, however, that, if the shareholder is not a registered holder of USBI’s common stock, the shareholder should submit his or her name and address along with a current written statement from the registered holder; and
● | 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. |
A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.
Any such recommendation must be received at the address above not less than 120 calendar days before the first anniversary of the date on which USBI’sthe Company’s proxy statement was released to shareholders in connection with the previous year’s annual meeting, (whichwhich date for the ensuing year is November 21, 2015).22, 2017.
Shareholder Communications with the Board of Directors
The Board of Directors 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 Executive, Nominating Executive and Corporate Governance Committee primarily will be responsible for monitoring communications from shareholders and providing copies or summaries of such communications to the other directors as he or she deems appropriate. Communications will be forwarded to all directors if such communications relate to substantive matters and include suggestions or comments that the Chairperson of the Executive, Nominating Executive and Corporate Governance Committee considers important.
Shareholders and other interested parties who wish to send communications on any topic to the Board should address such communications to:
Chairperson of the Executive, Nominating Executive and Corporate Governance Committee
c/o Corporate Secretary of United SecurityFirst US Bancshares, Inc.
131 West Front Street
P.O. Box 249
Thomasville, Alabama 36784
All written communications to USBI’sthe Company’s Board of Directors will be relayed to the Executive, Nominating Executive and Corporate Governance Committee without being screened by management.
TRANSACTIONS WITH RELATED PERSONS
USBI
The Company recognizes that transactions between USBIthe 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 USBIthe Company and its shareholders. Therefore, as a general matter and in accordance with USBI’sthe Company’s Code of Business Conduct and Ethics, USBIthe 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 USBIthe Company and its shareholders. Therefore, USBIthe 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 USBIthe Company and its subsidiaries and “related persons.” “Related persons” include directors and executive officers and their immediate family members and shareholders owning 5% or more of USBI’sthe Company’s outstanding common stock. It is USBI’sthe Company’s policy to approve and ratify transactions involving related persons only when the Board of Directors, acting through the Audit Committee, determines that the transaction in question is in, or is not inconsistent with, the best interests of USBIthe 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 USBIthe Company and its shareholders are approved or ratified by the Audit Committee.
Certain Transactions with Related Persons
Certain directors and executive officers of USBIthe Company and their family members wereare customers of, and have had transactions with, the Bank in the ordinary course of business, since the beginning of 2013, and additional transactions likely will take place in the ordinary course of business. All outstanding loans and commitments wereto date have been made in the ordinary course of business madeand on substantially the same terms, including with respect to interest rates and collateral, as for comparable transactions with unrelated persons, and didhave not involveinvolved more than the normal risk of collectability or presentpresented other unfavorable features.
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Philosophy
We believe that the compensation of our executive officers should link rewards to business results and shareholders’ returns. Specifically, the compensation program should attract, retain and motivate the executive officers necessary for our current and long-term success and should tie executive compensation with the performance of USBI.the Company.
Oversight of the Compensation Program
Our
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 compensatedhighly-compensated executive officers during 20142016 – Mr. House, Mr. Mitchell and Mr. Elley (collectively, the “Named Executive Officers”). All of the members of the Compensation Committee have been determined by the Board of Directors to qualify as “independent” under the applicable Nasdaq director independence rules. The Compensation Committee operates under a written charter, a copy of which is posted on the Bank’s website at http://www.firstusbank.com under the tabs “About Us” – “Investor Relations” – “USBI Policies.”
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 Human Resources Department also assists the Compensation Committee with compensation decisions by providing support and data for the committee.
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. During 2014,2016, Matthews, Young – Management Consulting& Associates, Inc. (“Matthews Young”), which has been engaged by the Compensation Committee in prior years to consult on various compensation matters, assisted the Compensation Committee by continuing to review, assess and provide recommendations with respect to certain aspects of USBI’sthe Company’s compensation program for executive officers. In this role, Matthews Young rendered services specifically requested by the Compensation Committee, which included reviewing with the Compensation Committee certain features of, and procedures for, the Company’s equity incentive compensation program and providing a comparative analysis of incentive awardscompensation paid to the Company’s directors and executive officers for the 20132016 fiscal year.year compared to other institutions in the Company’s peer group.
USBI
The Company does not have a policy that limits the services that an executive compensation consultant can perform. However, USBIthe Company has not engaged Matthews Young for any projects other than those directed by the Compensation Committee, as described above. Matthews Young has not performed any other services for USBI.the Company.
Elements of Executive Compensation
Compensation is based on an individual’s job level, responsibilities and experience and Company performance. We want to attract and retain, on a long-term basis, high caliber personnel and, to that end, provide a total compensation opportunity that is competitive in the banking industry, taking into account relative company size and performance as well as individual responsibilities and achievements.
Base Salaries
Each Named Executive Officer’s base salary is determined principally by the responsibilities required by the officer’s position, his experience and contributions to our business and length of service in his position at USBI,
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.
At its meeting in December 2014,November 2016, the Compensation Committee established the base salaries for the Named Executive Officers for 20152017 and determined that the following base salaries were appropriate: for Mr. House, $313,824;$330,000; for Mr. Mitchell, $193,000;$207,000; and for Mr. Elley, $175,000.$207,000. These salaries represent no change froman increase of 0.4%, 3.8% and 3.8%, respectively, over the salaries paid to the Named Executive Officers in 2014.2016.
Equity Awards and Incentive Compensation
Our Named Executive Officers are eligible to participate in the United Security Bancshares, Inc. 2013 Incentive Plan (the “Omnibus Incentive Plan”), which was adopted by our Board of Directors on March 22, 2013 and approved by the company’sour shareholders on May 16, 2013. The Omnibus Incentive Plan provides for the grant of incentive and nonqualified stock options, stock appreciation rights, awards of restricted stock and restricted stock units and performance compensation awards, including performance-based cash bonuses, to employees, non-employee directors and certain consultants of USBIthe Company and its affiliates, including the Bank.
Restricted Stock Units. Effective as of May 30, 2014, we made an award of restricted
We awarded nonqualified stock units (“RSUs”)options to our executive officers, including the Named Executive Officers. RSUs represent a grant valuedOfficers in terms of USBI’s common stock on the grant date, but for which common stock is not actually issued at the time of the grant. We entered into a Restricted Stock Unit Award Agreement (each, an “RSU Agreement”) with each recipient setting forth the termsboth 2015 and vesting conditions of the respective grants.
Under the terms of the RSU Agreements, our executive officers were given the opportunity to earn a predetermined number of RSUs upon the satisfaction of specific performance criteria and objectives for the 2014 fiscal year. Specifically, each RSU Agreement set forth a “threshold,” “target” and “stretch” level of performance with respect to various performance metrics and provided that the executive officer would receive an award of RSUs calculated as a stated percentage of the officer’s base salary upon achievement of the identified level or criteria with respect to each performance metric. The earned amount, in turn, could be settled either in cash or in a number of shares of USBI’s common stock equal to the earned amount divided by the closing price of a share of USBI’s common stock on the settlement date, at the discretion of the Compensation Committee. At a meeting held in February 2014, the Compensation Committee elected to settle the RSUs granted for the 2014 award year in cash, in the following amounts:
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The Securities and Exchange Commission requires us to disclose the value of equity-based awards, such as RSUs, as the fair value of the award on the grant date. Therefore, the amounts disclosed in the “Stock Awards” column of the Summary Compensation Table contained herein represent the “target” amount set forth in each executive officer’s RSU Agreement, which constitutes the grant date fair value of the RSUs. However, we believe that the settlement amounts listed above, which represent cash payments for RSUs actually earned, more accurately reflect the value that the executive officers actually received from the awards. Although the Compensation Committee has the authority under the Omnibus Incentive Plan to issue additional RSUs, it has no plans to issue additional RSUs at this time.
Stock Options.2016. Nonqualified stock options are inherently performance-based and align the interests of the executive officers with those of the shareholders because the exercise price is granted at the fair market value of our common stock on the grant date, and the option has value only if the price of our common stock appreciates over time. In August 2014,
On February 23, 2015, we awarded nonqualified options to purchase shares of our common stock to our directors and executive officers, including the Named Executive Officers, underand several other employees of the Omnibus Incentive PlanBank. These options had an exercise price of $8.23 per share and vested one year after the date of grant, or February 23, 2016. In connection with this award, Mr. House received a grant of 10,500 options, Mr. Mitchell a grant of 6,500 options and Mr. Elley a grant of 5,900 options.
On February 24, 2016, we awarded nonqualified stock options to purchase shares of our common stock.
stock to our directors and executive officers, including the Named Executive Officers, and several other employees of the Bank. These options had an exercise price of $8.10$8.30 per share and vested immediately upon issuance.share. Options issued to executive officers in 2016 vest in equal increments on the first three anniversaries of the date of grant. In connection with this award, Mr. House received a grant of 11,000 options, Mr. Mitchell received a grant of 7,5006,800 options and Mr. Elley received a grant of 4,2506,100 options.
We also made an award
On February 22, 2017, we awarded nonqualified options to purchase shares of nonqualifiedour common stock options under the Omnibus Incentive Plan to our directors, executive officers, and several other employees ofincluding the Bank effective as of February 23, 2015.Named Executive Officers. These options carryhave an exercise price of $8.23$14.11 per share and vest in equal increments on the first anniversarythree anniversaries of the grant date.date of grant. In connection with this award, Mr. House received a grant of 10,50011,000 options, Mr. Mitchell received a grant of 6,5007,000 options and Mr. Elley received a grant of 5,9007,000 options. We anticipate that equity-based awards under
2016 Cash Incentive Program
During 2016, each of the Omnibus Incentive PlanNamed Executive Officers participated in a cash incentive program for 2015 will be made solelycertain executive officers and key employees of the Company and its subsidiaries designed to incentivize the achievement of specified short-term performance criteria. Under the cash incentive program, each Named Executive Officer had the opportunity to earn a one-time cash payment equal to a predetermined percentage of his 2016 base salary, with the earned amount based on the level of performance with respect to certain corporate objectives applicable to the Company and the Bank, in the formcase of stock options.Mr. House and Mr. Elley, or ALC, in the case of Mr. Mitchell. For Mr. House and Mr. Elley, the cash incentive payment was based on the Company’s pre-tax income and return on average assets and the level of decrease in non-performing assets at the Bank. Mr. Mitchell’s cash incentive was based on the Company’s pre-tax income and return on average assets, as well as ALC’s pre-tax income and average loans outstanding over the twelve-month performance period. Each Named Executive Officer’s cash incentive payment was potentially subject to a downward adjustment as a result of certain classified asset ratios, regulatory ratings and percentages of loans past due at the Bank, in the case of Mr. House and Mr. Elley, or at ALC, in the case of Mr. Mitchell; however, none of these negative criteria were triggered during 2016. In connection with this program, Mr. House earned $7,398, Mr. Mitchell earned $65,628 and Mr. Elley earned $2,888.
Termination and Change in Control Benefits
We believe that it is important to protect the financial interests of our senior management in the event of a change in control. Further, we believe that the interests of USBI’sthe Company’s shareholders are best served if the interests of our senior management are aligned with the shareholders’ interests. Providing change in control benefits should eliminate, or at least reduce, the reluctance of senior management to pursue potential change in control transactions that may be in the best interests of our shareholders.
Mr. House, our President and Chief Executive Officer, is the only Named Executive Officer with an employment agreement. On December 19, 2013, USBI,the Company, the Bank and Mr. House entered into an Amended and Restated Executive Employment Agreement that replaced the original employment agreement entered into by USBI,the Company, the Bank and Mr. House on November 7, 2011, when Mr. House first began serving as the President and Chief Executive Officer of USBIthe Company and the Bank. In addition to setting forth various terms with respect to Mr. House’s base salary, the equity compensation, perquisites and other benefits to which Mr. House is entitled, and certain restrictive covenants, the employment agreement contains certain termination and change in control provisions, the details of which are further discussed under the caption, “Employment Agreement with Mr. House.”
Additionally, we have entered into a Change in Control Agreement with each of Mr. Mitchell and Mr. Elley, pursuant to which certain payments are required in connection with a change in control. For more information, see “Potential Payments Upon Termination or Change in Control” contained herein.
Perquisites and Other Benefits
We provide our Named Executive Officers with limited perquisites and other personal benefits that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain qualified senior management. It is our beliefWe believe that perquisites for executive officers should be limited in scope and value and also should be reflective ofreflect similar perquisites provided to executive officers at other banks of comparable size.
Perquisites provided include, in some cases, payment of cell phone fees, subscription radio fees and club dues, as well as a company-provided automobile and reimbursement of reasonable expenses in operating such automobile. Additionally, the company pays the annual premiums for a term life insurance policy with a $250,000 death benefit for Mr. House and currently provides Mr. House and Mr. Elley with temporary housing in Thomasville, Alabama. Otherwise, the Named Executive Officers participate in our employee benefit plans and programs on the same terms and conditions as other employees. The benefits available generally include medical and dental insurance, disability insurance and life insurance. In addition, we sponsor a 401(k) plan in which all eligible employees, including the Named Executive Officers, may participate.
Consideration of Prior Shareholder Advisory Vote on Executive Compensation
We provide our shareholders with the opportunity annually to vote to approve, on an advisory basis, the compensation of our Named Executive Officers (often referred to as a “say-on-pay” vote). Although the “say-on-pay” vote is advisory and non-binding, the Compensation Committee considers the outcome of the vote as part of its executive compensation planning process. At the 20142016 Annual Meeting of Shareholders held on May 2, 2014,April 27, 2016, approximately 87%83% of the shares represented at the meeting in person or by proxy and entitled to vote on the “say-on-pay” proposal were voted in favor of the compensation of USBI’sthe Company’s Named Executive Officers as disclosed in the proxy statement for that meeting. USBI’sThe Company’s Compensation Committee considered this high level of shareholder support when determining the compensation for 20152017 but did not take any actions in 20142016 or to date in 20152017 specifically in response to the shareholder advisory vote on executive compensation. The Compensation Committee concluded that USBI’sthe Company’s compensation program should continue to emphasize the objectives described herein.
COMPENSATION COMMITTEE REPORT
The Compensation Committee, comprisedcomposed of independent directors, reviewed and discussed the Compensation Discussion and Analysis with USBI’sthe Company’s management. Based on the review and discussion, the Compensation Committee recommended to USBI’sthe Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
This report furnished by the Compensation Committee:
Donna D. SmithJ. Lee McPhearson,, Chairperson
Andrew C. Bearden, Jr.
Gerald P. CorgillRobert Stephen Briggs
Sheri S. Cook
John C. Gordon
A.J.J. Lee McPhearson
A. J. Strickland, III
20162014 Summary Compensation Table
The following table sets forth, for the years ended December 31, 20142016 and 2013,2015, a summary of the compensation paid to or earned by the Named Executive Officers.
Note that, as a “smaller reporting company” and pursuant to the rules of the Securities and Exchange Commission, USBIthe Company is providing below compensation information for 20142016 and 20132015 for Mr. House, as the President and Chief Executive Officer of USBIthe Company and the Bank, and Mr. Mitchell and Mr. Elley, as the two most highly compensated executive officers of the Company other than Mr. House who were serving as executive officers at the end of 2014.2016.
Name and Principal Position | Year | Salary | Option Awards(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | |||||||||||||||
James F. House(4) | 2016 | $ | 328,800 | $ | 22,220 | $ | 7,398 | $ | 37,599 | $ | 396,017 | ||||||||||
President and Chief Executive Officer of the Company and the Bank | 2015 | $ | 313,824 | $ | 41,790 | $ | 31,775 | $ | 37,563 | $ | 424,952 | ||||||||||
William C. Mitchell | 2016 | $ | 199,500 | $ | 13,736 | $ | 65,628 | $ | 13,236 | $ | 292,100 | ||||||||||
President and Chief Executive Officer of Acceptance Loan Company, Inc. | 2015 | $ | 193,000 | $ | 25,870 | $ | 25,126 | $ | 14,152 | $ | 258,148 | ||||||||||
Thomas S. Elley | 2016 | $ | 196,292 | $ | 12,322 | $ | 2,888 | $ | 18,624 | $ | 230,126 | ||||||||||
Vice President, Treasurer, Assistant Secretary, Chief Financial Officer and Principal Accounting Officer of the Company and Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of the Bank | 2015 | $ | 175,000 | $ | 23,482 | $ | 11,813 | $ | 19,078 | $ | 229,373 |
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Option awards are reported as the grant date fair value of the options, computed in accordance with |
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(3 | The following table describes each component in the “All Other Compensation” column for |
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For Mr.Mr. House, “Other” compensation for 20142016 includes $402$442 in club dues and $186$378 for a radio subscription service fee, and for 20132015 includes $702$420 in club dues and $164$25 for a radio subscription service fee. For Mr. Mitchell, this amount represents $118 for a radio subscription service fee paid in both 20142016 and 2013. For Mr. Elley, this amount represents cash payments for a signing bonus earned in connection with the commencement of his employment with the Company in October 2013, $10,000 of which was paid in 2013 and $30,000 of which was paid in 2014.2015.
(4 | Mr. |
Employment Agreement with Mr. House
On December 19, 2013, Mr. House entered into an Amended and Restated Executive Employment Agreement (the “2013 Employment Agreement”) with USBIthe Company and the Bank, which became effective on January 1, 2014 and replaced the employment agreement entered into by Mr. House with USBIthe Company and the Bank on November 7, 2011, when Mr. House first began serving as President and Chief Executive Officer of USBIthe Company and the Bank. A copy of the 2013 Employment Agreement was included as Exhibit 10.1 to USBI’sthe Company’s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on December 19, 2013.
The agreement’s initial term is three years, with an additional year added to the term on each anniversary of the effective date of the agreement, unless one of the parties provides notice of its intention not to extend the term in accordance with the provisions of the agreement. The agreement provides that Mr. House will be paid and eligible for the following compensation, among other employee benefits: an annual base salary of $313,384, subject to increase by the Board of Directors;Directors (which annual base salary was first increased by the Board of Directors at its November 2015 meeting); term life insurance coverage in the amount of $250,000; the use of a company-owned automobile and reimbursement of reasonable expenses in operating such automobile; temporary housing in Thomasville, Alabama; and reimbursement of ordinary and reasonable expenses incurred in the performance of his duties as Chief Executive Officer and President of USBIthe Company and the Bank. In addition, for each year of the term of the agreement, Mr. House will be eligible to receive an annual long-term incentive award under the Omnibus Incentive Plan of up to 5,000 shares of USBI’sthe Company’s common stock, options to purchase up to 10,000 shares of USBI’sthe Company’s common stock, or some combination of the foregoing. The agreement also contains non-compete and confidentiality restrictions. Specifically, Mr. House is prohibited from competing with USBIthe Company or
the Bank for two (2) years following the termination of his employment and from disclosing confidential and proprietary information for a period of three (3) years after the termination of his employment.
Under the terms of the 2013 Employment Agreement, Mr. House is entitled to certain payments and benefits if hehis employment terminates employment due to his retirement, death or involuntary termination, or if his termination is related to a change in control of USBIthe Company or the Bank.
In the event that Mr. House’s employment terminates due to his death or disability, or Mr. House terminates his employment for any reason other than “good reason,” he is entitled to any accrued and unpaid base salary earned through the date of termination and all vested amounts payable and vested benefits accrued under any otherwise applicable plan, policy, program or practice in which Mr. House was a participant.
If Mr. House is involuntarily terminated without “cause” or Mr. House terminates his employment for “good reason,” he is entitled to (i) a lump sum cash payment within thirty (30) days following his termination in an amount equal to the greater ofeither one (1) times his base salary then in effector the amount of the base salary that otherwise would have been payable to Mr. House for the remainder of the term and (ii) reimbursement for any premiums paid by Mr. House for COBRA health continuation coverage, subject to limitations in the agreement.
In the event of a change in control, Mr. House is not entitled to any payment unless he is terminated or he terminates his employment within six (6) months following the change in control. If Mr. House is terminated without “cause” or if he terminates his employment for “good reason” during the six (6) months following a change in control, he is entitled to a lump sum cash payment within thirty (30) days following his termination an amount equal to two hundred ninety-nine percent (299%) of his “base amount,” as defined in Section 280G(b)(3)(A) of the Internal Revenue Code of 1986, as amended, subject to all applicable withholdings.
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 USBIthe 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
Mr. House’s 2013 Employment Agreement contains severance provisions pursuant to which Mr. House is entitled to certain payments or benefits in the event that his employment is terminated without “cause” or for “good reason.” See the discussion under “Employment Agreement with Mr. House” for additional information about these potential payments.
In addition, on May 20, 2014, USBIthe Company entered into Change in Control Agreements with certain of its executive officers (collectively, the “CIC Agreements”), including Mr. Mitchell and Mr. Elley. Each of the CIC Agreements provides for an eighteen-month period following a “change in control” (as defined in the CIC Agreements) during which each of the executive officers will be, upon experiencing a “qualifying termination of employment” (as defined in the CIC Agreements), entitled to a one-time lump sum payment by the Company in an amount equal to two hundred percent (200%) of the executive officer’s annual base salary in effect as of the date of termination, in addition to any rights and welfare benefits provided to the executive officer under any plans and programs upon termination of employment. Each of the CIC Agreements also provides that, during the employment period and for a period of two years following termination of employment, each of the executive officers will be bound by covenants not to compete and not to solicit customers or employees; provided, however, that the non-competition provisions of the CIC Agreements will only apply in the event that the executive officer is entitled to the one-time lump sum payment described above. The CIC Agreements with Mr. MitchellElley and Mr. ElleyMitchell are filed as Exhibits 10.210.1 and 10.1,10.2, respectively, to USBI’sthe Company’s Current Report on Form 8-K which was filed with the Securities and Exchange Commission on May 23, 2014.
DIRECTOR COMPENSATION
In establishing director compensation, USBIthe Company considers the significant amount of time that directors expend in fulfilling their duties to USBIthe Company and the skill level required by USBIthe Company of members of the Board, as well as the importance of attracting and retaining qualified candidates to serve on the Board.
Fees
Compensation for the non-employee directors of USBIthe Company is $600 per month for service as directors and $500 per board meeting attended. The Chairperson of the Board receives an additional $750 per month. Non-employee committee members receive $250 per committee meeting attended, and the Chairpersons of the Audit Committee, the Compensation Committee and the Executive, Nominating Executive and Corporate Governance Committee each receive an additional $150 per committee meeting attended. Non-employee directors are also compensated for attending training meetings, or similar meetings, at the same level as for committee meetings and are reimbursed for reasonable travel expenses incurred in the performance of their duties.
All of the non-employee directors of USBIthe Company also serve as the directors of the Bank, and they receive $400 per month for this service to the Bank. The non-employee directors of the Bank’s subsidiary, Acceptance Loan Company, Inc. (“ALC”), each receive $250 per meeting attended, with the exception of the Chairperson, who receives an additional $150 per meeting attended. The non-employee members of the Board of Directors of ALC include Bruce N. Wilson, Chairperson, Linda H. Breedlove, Robert Stephen Briggs, Gerald P. Corgill, James F. HouseWilliam G. Harrison and Howard M. Whitted. The non-employee directors of the Bank’s subsidiary, FUSB Reinsurance, Inc., receive $250 per meeting attended. The non-employee members of the Board of Directors of FUSB Reinsurance, Inc. are William G. Harrison,Robert Stephen Briggs, Chairperson, Linda H. Breedlove, William G. Harrison, Jack W. Meigs Howard M. Whitted and Bruce N. Wilson.Aubrey S. Miller.
Equity Compensation
Our directors are eligible to participate in the Omnibus Incentive Plan, under which they may 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. On February 24, 2016, we awarded nonqualified options to purchase shares of our common stock to our directors. These options had an exercise price of $8.30 per share and vested on the first anniversary of the date of grant. The value of the option grant to each director is set forth in the “2016 Director Compensation Table” below.
On February 22, 2017, we awarded a total of 6,466 shares of restricted common stock to our directors. The shares vest in full on the first anniversary of the grant date, after which time such shares will no longer be restricted. During the restricted period, the directors are entitled to vote and receive dividends with respect to their shares of common stock but may not transfer the shares, outside of certain narrow exceptions.
Director Retirement Agreements
In order to encourage the members of the Board of Directors to continue to serve as directors of USBI,the Company, we have entered into director retirement agreements all of the non-employee directors of USBI,the Company, with the exception of Mr. Briggs, Ms. Cook, Mr. Miller, Ms. Smith and Dr. Strickland. The director retirement agreements are nonqualified deferred compensation arrangements that are designed to motivate the directors to serve on the Board until their retirement. The same terms generally apply to all of the agreements.
The director retirement agreements promisewere initially executed in 2002 with each member of the Board at that time, including current directors Breedlove, Corgill, Gordon, Harrison, Meigs, Whitted and Wilson. In their original form, these agreements promised each director a benefit that willto be paid annually for ten years generally beginning on the later of the date on which the director reachesreached age 70 or the date on which the director terminatesterminated service as a director. The amount of the benefit was initially set at $12,000 in September 2002 and is increasedwas scheduled to increase by 3% each year until the director reachesreached age 70.70 or his or her service as a director was terminated. The benefit iswas to be reduced if the director retiresretired before age 70 or terminatesterminated service as a director due to a disability.disability before age 70.
The director retirement agreements provide a change in control benefit. We believe that the interests of USBI’sthe 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 USBIthe 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 November 20, 2008, USBIthe Company and the Bank entered into amendments to the director retirement agreements for each director at the time, the purpose of which iswas to ensure that the terms of the director retirement agreements comply with Internal Revenue Code Section 409A. The director retirement agreements are subject to Internal Revenue Code Section 409A. Therefore, in order for409A so that the directors towould avoid potential negative tax consequences, we amended the director retirement agreements to comply with the applicable Internal Revenue Code Section 409A requirements.consequences. The amendments to the director retirement agreements dodid not materially
change the scope or amount of benefits to which the directors are entitled but may affect the time and form of payment of such benefits. The director retirement agreements entered into by directors joining the Boards of USBIthe Company and the Bank subsequent to the November 2008 amendments (for current directors Bearden and McPhearson) comply with Section 409A.
On January 25, 2017, the agreements with directors Breedlove, Corgill, Gordon, Harrison, Meigs, Whitted and Wilson were again amended to reflect the increase in the mandatory retirement age for Board members from age 70 to age 75, which increase was approved at the Annual Meeting of the Company’s stockholders held on May 9, 2006. Specifically, the January 2017 amendment clarified that the annual increases in the amount of the annual benefit payable pursuant to the agreement will terminate at the end of the plan year (commencing on September 1 and ending on August 31) immediately preceding the date of the first meeting of stockholders of the Company at which directors are elected, following the date on which the director reaches the mandatory retirement age set forth in the Company’s bylaws. No amendments were required to the agreements with directors Bearden and McPhearson to reflect this clarification.
Deferral Plan
Non-employee directors may elect to defer payment of all or any portion of their fees earned as directors of the Bank under the United Security Bancshares, Inc. Non-Employee Directors’ Deferred Compensation Plan (the “Deferral Plan”). From January 1, 2012 through year-end 2014, all USBI director fees were deferred under the Deferral Plan. The Deferral Plan, which was ratified by shareholders at the annual meeting held on May 11, 2004, permits non-employee directors to invest their directors’ fees and to receive the adjusted value of the deferred amounts in cash and/or shares of USBI’sthe Company’s common stock. If the deferred amounts are invested in share units, the return is determined as if such funds had been invested in USBI’sthe Company’s common stock, and, if the deferred amounts are invested in cash, the return is calculated at an interest rate equal to the 30-Day London Interbank Offered Rate (LIBOR) plus 75 basis points. Deferred amounts generally are distributed to a director at the termination of such individual’s service as a director of USBI,the Company, either in a lump sum payment or in annual installment payments. During 2016, ten of our fourteen non-employee directors deferred their directors’ fees under the Deferral Plan.
20162014 Director Compensation Table
The following table provides information regarding compensation earned by or paid to USBI’sthe Company’s non-employee directors in 2014.2016.
Name(1) | Fees Paid in | Option Awards(3) | Nonqualified Deferred Compensation(4) | All Other Compensation(5) | Total | |||||||||||||||
Andrew C. Bearden, Jr. | $ | 37,750 | $ | 8,988 | $ | 20,263 | $ | 294 | $ | 67,295 | ||||||||||
Linda H. Breedlove | $ | 20,750 | $ | 6,420 | $ | 3,446 | $ | 173 | $ | 30,789 | ||||||||||
Robert Stephen Briggs | $ | 3,250 | — | — | $ | 144 | $ | 3,394 | ||||||||||||
Sheri S. Cook | $ | 2,750 | — | — | $ | 142 | $ | 2,892 | ||||||||||||
Gerald P. Corgill | $ | 25,750 | $ | 6,420 | $ | 3,446 | $ | 142 | $ | 35,758 | ||||||||||
John C. Gordon | $ | 28,000 | $ | 6,420 | $ | 3,911 | $ | 158 | $ | 38,489 | ||||||||||
William G. Harrison | $ | 22,000 | $ | 6,420 | $ | 16,177 | $ | 144 | $ | 44,741 | ||||||||||
J. Lee McPhearson | $ | 29,000 | $ | 6,420 | $ | 6,648 | $ | 1,519 | $ | 43,587 | ||||||||||
Jack W. Meigs | $ | 22,250 | $ | 6,420 | $ | 3,834 | $ | 1,409 | $ | 33,913 | ||||||||||
Aubrey S. Miller | $ | 2,750 | — | — | $ | 145 | $ | 2,895 | ||||||||||||
Donna D. Smith | $ | 3,250 | — | — | $ | 145 | $ | 3,395 | ||||||||||||
A.J. Strickland, III | $ | 26,250 | $ | 12,840 | — | $ | 1,637 | $ | 40,727 | |||||||||||
Howard M. Whitted | $ | 23,500 | $ | 6,420 | $ | 20,627 | $ | 3,163 | $ | 53,710 | ||||||||||
Bruce N. Wilson | $ | 20,750 | $ | 6,420 | $ | 5,470 | $ | 319 | $ | 32,959 |
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee consists of J. Lee McPhearson, Chairperson, Andrew C. Bearden, Jr., Gerald P. Corgill, John C. Gordon and A. J. Strickland, III. Pursuant to the Compensation Committee’s charter, Mr. House, Chief Executive Officer and President of USBI, is permitted to be present at meetings during which executive compensation other than for himself is under review and consideration. No member of the Compensation Committee during 2014 was an executive officer of another company with a board of directors that has a comparable committee on which one of our executive officers serves.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 6, 2015, no person was known to management to be the beneficial owner of more than 5% of USBI’s outstanding common stock. The following table sets forth the number and percentage of outstanding shares of USBI’s common stock beneficially owned as of March 6, 2015, by (i) the Named Executive Officers; (ii) each director and director-nominee of USBI; and (iii) all current executive officers and directors of USBI as a group.
NAME OF | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) | PERCENT OF CLASS | ||||||
Andrew C. Bearden, Jr.(2) | 20,241 | * | ||||||
Linda H. Breedlove(3) | 18,165 | * | ||||||
Robert Stephen Briggs | 5,000 | * | ||||||
Sheri S. Cook | 400 | * | ||||||
Gerald P. Corgill(4) | 155,473 | 2.52 | % | |||||
Thomas S. Elley(5) | 6,500 | * | ||||||
John C. Gordon(6) | 165,609 | 2.69 | % | |||||
William G. Harrison(7) | 63,083 | 1.02 | % | |||||
James F. House(8) | 42,722 | * | ||||||
J. Lee McPhearson(9) | 13,482 | * | ||||||
Jack W. Meigs(10) | 9,081 | * | ||||||
Aubrey S. Miller | 400 | * | ||||||
William C. Mitchell(11) | 13,476 | * | ||||||
Donna D. Smith | 400 | * | ||||||
A. J. Strickland, III(12) | 7,283 | * | ||||||
Howard M. Whitted(13) | 18,526 | * | ||||||
Bruce N. Wilson(14) | 20,591 | * | ||||||
All current directors and executive officers as a group (24 persons) | 640,420 | 10.39 | % |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the directors and executive officers of USBI and persons who own more than 10% of a registered class of USBI’s equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock of USBI. Directors, executive officers and greater than 10% shareholders are required by Securities and Exchange Commission regulations to furnish to USBI copies of all Section 16(a) reports that they file.
To our knowledge, based solely on a review of the copies of such reports furnished to USBI and written representations that no other reports were required, during the fiscal year ended December 31, 2014, all Section 16(a) reports applicable to USBI’s directors, executive officers and greater than 10% beneficial owners were timely filed.
The Audit Committee of the Board of Directors is composed of six directors who are independent directors as defined under the applicable Nasdaq listing rules and the Securities and Exchange Commission rules currently in effect.
The Audit Committee hereby submits the following report:
We have reviewed and discussed with management USBI’s audited consolidated financial statements as of and for the year ended December 31, 2014.
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We have received the written disclosures and the letter from the independent auditors, Carr, Riggs & Ingram, LLC, required by applicable requirements of the Public Company Accounting Oversight Board regarding Carr, Riggs & Ingram, LLC’s communications with the audit committee concerning independence and have discussed with Carr, Riggs & Ingram, LLC its independence. We concluded that the provision of non-financial audit services was compatible with Carr, Riggs & Ingram, LLC’s independence in performing financial audit services.
Based on the review and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in USBI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
It should be noted that management is responsible for USBI’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 the United States of America. USBI’s independent registered public accounting firm is responsible for auditing those consolidated financial statements. Our responsibility is to monitor and review this process. It is not our duty or our responsibility to conduct auditing or accounting reviews or procedures.
This report furnished by the Audit Committee:
A.J. Strickland, III,Chairperson
Andrew C. Bearden, Jr.
Name(1) | Fees Earned or Paid in Cash(2) | Option Awards(3) | Nonqualified Deferred Compensation(4) | All Other Compensation(5) | Total |
Andrew C. Bearden, Jr. | $33,600 | $4,242 | $26,922 | $1,006 | $65,770 |
Linda H. Breedlove | $21,250 | $3,030 | $ 3,655 | — | $27,935 |
Robert Stephen Briggs | $21,000 | $6,060 | — | $ 627 | $27,687 |
Sheri S. Cook | $21,550 | $6,060 | — | $ 142 | $27,752 |
Gerald P. Corgill | $22,250 | $3,030 | $ 3,655 | $ 104 | $29,039 |
John C. Gordon | $27,850 | $3,030 | $ 4,954 | — | $35,834 |
William G. Harrison | $20,500 | $3,030 | $ 6,851 | — | $30,381 |
J. Lee McPhearson | $27,800 | $3,030 | $ 8,079 | $1,463 | $40,372 |
Jack W. Meigs | $21,250 | $3,030 | $1,116 | $30,255 | |
Aubrey S. Miller | $24,000 | $6,060 | — | $ 589 | $30,649 |
Donna D. Smith | $26,400 | $6,060 | — | $ 250 | $32,710 |
A. J. Strickland, III | $24,000 | $6,060 | — | $ 400 | $30,460 |
Howard M. Whitted | $24,000 | $3,030 | $ | $3,539 | $34,224 |
Bruce N. Wilson | $25,500 | $3,030 | $ |
| $36,051 |
2014 | 2013 | |||||||
Audit Fees | $ | 230,000 | $ | 252,055 | ||||
Audit-Related Fees | $ | 21,500 | $ | 25,300 | ||||
Tax Fees | $ | 20,000 | $ | 33,399 | ||||
All Other Fees | — | — |
(2) | During
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(4) | This column represents the |
(5) | This column reflects reimbursements for mileage and related expenses paid to certain non-employee directors. Non-employee directors who must travel outside their county of residence to attend any meeting are reimbursed for mileage. Non-employee directors attending a training meeting, or similar meeting, are compensated at the same level as for attendance at committee meetings. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee currently consists of Donna D. Smith, Chairperson, Andrew C. Bearden, Jr., Robert Stephen Briggs, Sheri S. Cook, John C. Gordon, J. Lee McPhearson and A. J. Strickland, III. Following the Annual Meeting, at which Dr. Strickland will not stand for reelection, the Board anticipates that the Compensation Committee will consist of the remaining current members of the Compensation Committee. Pursuant to the Compensation Committee’s charter, Mr. House, Chief Executive Officer and President of the Company, is permitted to be present at meetings during which executive compensation other than for himself is under review and consideration. No member of the Compensation Committee during 2016 was an executive officer of another company with a board of directors that has a comparable committee on which one of our executive officers serves.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of March 7, 2017, no person was known to management to be the beneficial owner of more than 5% of the Company’s outstanding common stock. The following table sets forth the number and percentage of outstanding shares of the Company’s common stock beneficially owned as of March 7, 2017, by (i) the Named Executive Officers; (ii) each director and director nominee of the Company; and (iii) all current executive officers and directors of the Company as a group.
NAME OF | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) |
PERCENT OF CLASS | ||||||
Andrew C. Bearden, Jr.(2) | 18,109 | * | ||||||
Linda H. Breedlove(3) | 13,765 | * | ||||||
Robert Stephen Briggs(4) | 25,027 | * | ||||||
Sheri S. Cook(5) | 7,347 | * | ||||||
Gerald P. Corgill(6) | 160,819 | 2.7% | ||||||
Thomas S. Elley(7) | 15,183 | * | ||||||
John C. Gordon(8) | 171,749 | 2.8% | ||||||
William G. Harrison(9) | 61,705 | 1.0% | ||||||
James F. House(10) | 66,997 | 1.1% | ||||||
J. Lee McPhearson(11) | 22,568 | * | ||||||
Jack W. Meigs(12) | 8,845 | * | ||||||
Aubrey S. Miller(13) | 6,400 | * | ||||||
William C. Mitchell(14) | 24,541 | * | ||||||
Donna D. Smith(15) | 8,400 | * | ||||||
A. J. Strickland, III(16) | 17,424 | * | ||||||
Howard M. Whitted(17) | 25,878 | * | ||||||
Bruce N. Wilson(18) | 17,340 | * | ||||||
All current directors and executive officers as a group (19 persons) | 723,159 | 11.9% |
* | Represents less than 1% of the |
(1) | Unless otherwise indicated, the named person has sole voting and |
(2) | Includes 528 shares owned by Mr. Bearden’s spouse, with respect to which Mr. Bearden disclaims beneficial ownership. Also includes 2,881 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Mr. Bearden may acquire beneficial ownership within 60 days of March 7, 2017, and 6,300 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Mr. Bearden received a grant of 467 shares of restricted common stock that will vest in full on the |
(3) | Includes 2,267 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Ms. Breedlove may acquire beneficial ownership within 60 days of March 7, 2017, and 4,500 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Ms. Breedlove received a grant of 333 shares of restricted common stock that will vest in full on the first anniversary of the grant date. |
(4) | Includes 4,027 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Mr. Briggs may acquire beneficial ownership within 60 days of March 7, 2017, and 6,000 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Mr. Briggs received a grant of 667 shares of restricted common stock that will vest in full on the first anniversary of the grant date. |
(5) | Includes 947 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Ms. Cook may acquire beneficial ownership within 60 days of March 7, 2017, and 6,000 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Ms. Cook received a grant of 667 shares of restricted common stock that will vest in full on the first anniversary of the grant date. |
(6) | Includes 103,612 shares owned by Mr. Corgill’s spouse, with respect to which Mr. Corgill disclaims beneficial ownership. Also includes 4,124 shares owned by Dozier Hardware Company, Inc., of which Mr. Corgill is President, 8,583 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Mr. Corgill may acquire beneficial ownership within 60 days of March 7, 2017, and 4,500 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Mr. Corgill received a grant of 333 shares of restricted common stock that will vest in full on the first anniversary of the grant date. In January 2015, Mr. Corgill pledged 79,002 shares of the Company’s common stock as
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(7) | Includes 12,183 shares of |
(8) | Includes 10,560 shares held jointly with Mr. Gordon’s spouse. Also includes 11,636 shares of
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(9) | Includes 264 shares held jointly with Mr. Harrison’s spouse. Also includes 1,119 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Mr. Harrison may acquire beneficial ownership within 60 days of March 7, 2017, and
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(11) | Includes 3,000 shares owned by Mr. McPhearson’s spouse, with
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| Includes 6,000 shares of |
(14) | Includes 8,274 shares held in the |
(15) | Includes 6,000 shares of common stock underlying options that are exercisable within 60 days of March 7, 2017. On February 22, 2017, Ms. Smith received a grant of 667 shares of restricted common stock that will vest in full on the first anniversary of the |
(16) | Includes 7,924 shares of common stock equivalents held pursuant to the Deferral Plan, with respect to which Dr. Strickland may acquire beneficial ownership within 60 days of March 7, 2017, and |
(17) | Includes |
(18) | Includes 544 shares held jointly with Mr. Wilson’s spouse. Also includes 2,348 shares of common stock equivalents held pursuant to |
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the directors and executive officers of the Company and persons who own more than 10% of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of common stock of the Company. Directors, executive officers and greater than 10% shareholders are required by Securities and Exchange Commission regulations to furnish to the Company copies of all Section 16(a) reports that they file.
To our knowledge, based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ended December 31, 2016, all Section 16(a) reports applicable to the Company’s directors, executive officers and greater than 10% beneficial owners were timely filed.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors is composed of seven directors who are independent directors as defined under the applicable Nasdaq listing rules and the Securities and Exchange Commission rules currently in effect.
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 December 31, |
● | We have discussed with the independent auditors, Carr, Riggs & Ingram, LLC, the matters required to be discussed by Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16, Communications with Audit Committees (as amended), as well as all other matters required to be discussed with the independent auditors by applicable PCAOB standards. |
● | We have received the written disclosures and the letter from the independent auditors, Carr, Riggs & Ingram, LLC, required by applicable requirements of the
|
Based on the review and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016.
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 the United States of America. The Company’s independent registered public accounting firm is responsible for auditing those consolidated financial statements. Our responsibility is to monitor and review this process. It is not our duty or our responsibility to conduct auditing or accounting reviews or procedures.
This report furnished by the Audit Committee:
A. J. Strickland, III, Chairperson
Andrew C. Bearden, Jr.
Robert Stephen Briggs
Gerald P. Corgill
William G. Harrison
Jack W. Meigs
Donna D. Smith
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS
At the direction of the Audit Committee, the ratification of the appointment of Carr, Riggs & Ingram, LLC (“Carr, Riggs & Ingram”) as the Company’s independent registered public accountants for the year ending December 31, 2017 is being presented to the shareholders for approval at the Annual Meeting. Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Carr, Riggs & Ingram to our shareholders for ratification as a matter of good corporate governance. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders.
General
The Audit Committee has approved the engagement of Carr, Riggs & Ingram as the Company’s independent registered public accountants for the year ending December 31, 2017. Carr, Riggs & Ingram has served as the Company’s principal accountants since August 13, 2008.
A representative from Carr, Riggs & Ingram is expected to be present at the Annual Meeting, will have the opportunity to make a statement if he or she desires to do so and is expected to be available to respond to appropriate questions.
Pre-Approval Policies and Procedures
The Audit Committee of the Board of Directors has adopted policies and procedures for the pre-approval of audit and permissible non-audit services performed by the independent registered public accountants. Pursuant to these policies and procedures, the Audit Committee generally is required to pre-approve the audit and permissible non-audit services performed 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, the service will require specific pre-approval by the Audit Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Audit Committee. On an annual basis, the Audit Committee may pre-approve specific services 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 Carr, Riggs & Ingram for 2016 and 2015.
2016 | 2015 | |||||||
Audit Fees | $ | 230,000 | $ | 230,000 | ||||
Audit-Related Fees | $ | 24,930 | $ | 24,905 | ||||
Tax Fees | -- | -- | ||||||
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.
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 employee benefit plan audits. All of these services were pre-approved by the 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 by the Audit Committee.
All Other Fees
There were no other fees paid to Carr, Riggs & Ingram for 2016 or 2015.
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 Carr, Riggs & Ingram as the Company’s independent registered public accountants for the year ending December 31, 2017. Unless instructed to the contrary, the shares represented by proxy will be voted FOR this proposal.
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 DECEMBER 31, 2017.
PROPOSAL 3
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, enacted in July 2010, requires that companies provide shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of their named executive officers in accordance with the compensation disclosure rules of the Securities and Exchange Commission. We intend to hold such an advisory vote on the compensation of our Named Executive Officers, commonly known as a “say-on-pay” vote, each year in connection with our annual meeting of shareholders until the next vote on the frequency of the “say-on-pay” vote or until our Board of Directors otherwise determines that a different frequency for this advisory vote is in the best interests of our shareholders. Following the advisory vote on the frequency of the “say-on-pay” vote at this year’s Annual Meeting (Proposal 4), the next such advisory vote on the frequency of “say-on-pay” votes will occur no later than 2023.
As described in detail under the heading “Compensation Discussion and Analysis,” 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 Securities and Exchange Commission. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee of the Board of Directors. To the extent that there is any significant vote against our Named Executive Officer compensation as disclosed in this Proxy Statement, the Compensation Committee will evaluate whether any actions are necessary to address the concerns of shareholders.
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 and advisory in nature.
Accordingly, pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, 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 2017 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2016 Summary Compensation Table and the other related tables and disclosure.”
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.
PROPOSAL 4
ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY VOTE
The Dodd-Frank Wall Street Reform and Consumer Protection Act also provides that shareholders be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our Named Executive Officers, as disclosed in accordance with the compensation disclosure rules of the Securities and Exchange Commission, which we refer to as an advisory vote on executive compensation.
By voting on this Proposal 4, shareholders may indicate whether they would prefer that we conduct future advisory votes on executive compensation once every one, two or three years. Shareholders also may, if they wish, abstain from casting a vote on this proposal.
Our Board of Directors has determined that an annual advisory vote on executive compensation will allow our shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices as disclosed in the proxy statement each year. The Board believes that an annual vote is therefore consistent with the Company’s efforts to engage in an ongoing dialogue with our shareholders on executive compensation and corporate governance matters.
We recognize that shareholders may have different views as to the best approach for the Company; therefore, we look forward to hearing from our shareholders as to their preferences on the frequency of an advisory vote on executive compensation.
This vote is advisory and not binding on the Company or our Board of Directors in any way. The Board of Directors and the Compensation Committee will take into account the outcome of the vote, however, when considering the frequency of future advisory votes on executive compensation. The Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders.
The proxy card provides shareholders with the opportunity to choose among four options (holding the advisory vote on compensation every one, two or three years, or abstaining); therefore, shareholders will not be voting to approve or disapprove the recommendation of the Board of Directors.
THE BOARD RECOMMENDS THAT YOU VOTE FOR THE OPTION OF ONCE EVERY YEAR AS THE PREFERRED FREQUENCY FOR ADVISORY VOTES ON EXECUTIVE COMPENSATION.
SHAREHOLDER PROPOSALS FOR 2018 ANNUAL MEETING
If any shareholder wishes to present a proposal to be included in the proxy materials for the Company’s 2018 Annual Meeting of Shareholders, the shareholder must comply with applicable securities regulations, including providing adequate notice to the Company. Such proposals must be received at the Company’s executive offices on or before November 22, 2017 in order to be considered for inclusion in the Company’s proxy materials relating to such meeting.
A shareholder must notify the Company before February 5, 2018 of a proposal for the 2018 Annual Meeting of Shareholders that the shareholder intends to present other than by inclusion in the Company’s proxy materials. If the Company does not receive such notice prior to February 5, 2018, then proxies solicited by the Board of Directors of the Company will be deemed to have conferred discretionary authority to vote upon any such matter.
Any proposal must be submitted in writing, by certified mail-return receipt requested, to the following address:
Beverly J. Dozier, Secretary
First US Bancshares, Inc.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
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.
The Company will furnish to shareholders without charge, upon written request, a copy of the Company’s Annual Report on Form 10-K, including the accompanying financial statements and schedules, required to be filed with the Securities and Exchange Commission for the year ended December 31, 2016. Copies of the exhibits to the Form 10-K also will be available upon request. Requests should be made to:
Beverly J. Dozier, Secretary
First US Bancshares, Inc.
131 West Front Street
Post Office Box 249
Thomasville, Alabama 36784
For Against Abstain For Against Abstain For Against Abstain For Against Abstain 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 in person at the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of USBIthe Company or by a later vote via the Internet or by telephone at any time prior to the voting thereof. IMPORTANT ANNUAL MEETING INFORMATIONUsing ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.xq PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a voteFOR all of the nominees listed andFOR Proposals 2 and 3.1.Election of Directors: The election of all of the nominees listed below to serve as directors until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualified.+ForWithholdForWithholdForWithhold01 - Andrew C. Bearden, Jr.¨¨02 - Linda H. Breedlove¨¨03 - Robert Stephen Briggs¨¨04 - Sheri S. Cook¨¨05 - Gerald P. Corgill¨¨06 - John C. Gordon¨¨07 - William G. Harrison¨¨08 - James F. House¨¨09 - J. Lee McPhearson¨¨10 - Jack W. Meigs¨¨11 - Aubrey S. Miller¨¨12 - Donna D. Smith¨¨13 - A.J. Strickland, III¨¨14 -Howard M. Whitted¨¨15 - Bruce N. Wilson¨¨ 2. The ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 2015. ¨ ¨ ¨ 3. The advisory approval of USBI’s executive compensation. ¨ ¨ ¨ B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowWhen 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+01ZOLDUNITED SECURITY BANCSHARES, INC. — ANNUAL MEETING APRIL 24, 2015YOUR VOTE IS IMPORTANT!Annual Meeting materials are available online at:www.edocumentview.com/USBIPLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS(Continued, and to be marked, dated and signed, on the reverse side)q PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qREVOCABLE PROXY — UNITED SECURITY BANCSHARES, INC.ANNUAL MEETING OF SHAREHOLDERS — April 24, 201510:00 a.m. Central Daylight TimeTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Andrew C. Bearden, Jr. and James F. House, and each of them, as proxies for the undersigned, or such other persons as the Board of Directors of United Security Bancshares, Inc. (“USBI”) may designate, with full power of substitution, to represent and act for and in the name and stead of the undersigned and to vote all of the shares of common stock of USBI that the undersigned is entitled to vote at the 2015 Annual Meeting of Shareholders of USBI to be held on April 24, 2015 and at any and all adjournments or postponements thereof.THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDER. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. IMPORTANT ANNUAL MEETING INFORMATIONUsing ablack inkpen, mark your votes with anXas shown in this example. Please do not write outside the designated areas.xElectronic Voting InstructionsAvailable 24 hours a day, 7 days a week!Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy.VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.Proxies submitted by the Internet or telephone must be received by 3:00 a.m., Central Time, on April 24, 2015.Vote by InternetGo towww.investorvote.com/USBIFollow the steps outlined on the secure websiteVote by telephoneCall toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch-tone telephoneFollow the instructions provided by the recorded messageq IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a voteFOR all of the nominees listed andFOR Proposals 2 and 3.1.Election of Directors: The election of all of the nominees listed below to serve as directors until the 2016 Annual Meeting of Shareholders and until their successors are elected and qualified.+ForWithholdForWithholdForWithhold01 -Andrew C. Bearden, Jr.¨¨02 - Linda H. Breedlove¨¨03 -Robert Stephen Briggs¨¨04 - Sheri S. Cook¨¨05 - Gerald P. Corgill¨¨06 - John C. Gordon¨¨07 - William G. Harrison¨¨08 - James F. House¨¨09 - J. Lee McPhearson¨¨10 - Jack W. Meigs¨¨11 - Aubrey S. Miller¨¨12 - Donna D. Smith¨¨13 - A.J. Strickland, III¨¨14 -Howard M. Whitted¨¨15 - Bruce N. Wilson¨¨ 2. The ratification of the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 2015. ¨ ¨ ¨ 3. The advisory approval of USBI’s executive compensation. ¨ ¨ ¨ B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowWhen 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. / /IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A, B AND C (IF APPLICABLE) OF THIS PROXY CARD.¢1 U P X+01ZOKEUNITED SECURITY BANCSHARES, INC. — ANNUAL MEETING APRIL 24, 2015YOUR VOTE IS IMPORTANT!Annual Meeting materials are available online at:www.edocumentview.com/USBIYou can vote by proxy in one of three ways: 1. Via the Internet atwww.investorvote.com/USBIand follow the instructions.or2. Calltoll free 1-800-652-VOTE (8683)on a touch-tone telephone. There isNO CHARGEto you for this call.or 3. Mark, date and sign your proxy card, and return it promptly in the enclosed postage-paid envelope.PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS(Continued, and to be marked, dated and signed, on the reverse side)q IF YOU HAVE NOT VOTED VIA THE INTERNETOR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q+REVOCABLE PROXY — UNITED SECURITY BANCSHARES, INC.ANNUAL MEETING OF SHAREHOLDERS — April 24, 201510:00 a.m. Central Daylight TimeTHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Andrew C. Bearden, Jr. and James F. House, and each of them, as proxies for the undersigned, or such other persons as the Board of Directors of United Security Bancshares, Inc. (“USBI”) may designate, with full power of substitution, to represent and act for and in the name and stead of the undersigned and to vote all of the shares of common stock of USBI that the undersigned is entitled to vote at the 2015 Annual Meeting of Shareholders of USBI to be held on April 24, 2015 and at any and all adjournments or postponements thereof.THIS PROXY WILL BE VOTED IN ACCORDANCE WITH INSTRUCTIONS GIVEN BY THE SHAREHOLDER. IF NO INSTRUCTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 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-Voting ItemsChange of Address— Please print new address below.Comments— Please print your comments below.¢IF VOTING BY MAIL, YOUMUST COMPLETE SECTIONS A, B AND C (IF APPLICABLE) OF THIS PROXY CARD.+