FIRST US BANCSHARES, INC.
For the period ended May 1, 2025. Filed Mar 27, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 1, 2025 · Filed Mar 27, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
TO OUR SHAREHOLDERS:
We will hold the 2025 Annual Meeting of Shareholders of First US Bancshares, Inc. (the “Company”) at 10:00 a.m., Central Time, on Thursday, May 1, 2025. This year we will be conducting the annual meeting online via live webcast in order to allow our shareholders and other attendees to participate from any location. Details regarding how to participate in the virtual annual meeting and the business to be conducted are more fully described in the accompanying notice of the annual meeting and proxy statement.
We have enclosed a notice of the meeting, a proxy statement, a proxy card and the Annual Report to Shareholders for 2024 and hope that you will study the enclosed materials carefully and participate in the virtual meeting.
Whether or not you plan to participate in the meeting, please complete, sign and date the enclosed proxy card and 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 during the meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time before the proxy is voted.
Sincerely,
James F. House Chairperson of the Board President and Chief Executive Officer
Robert Stephen Briggs Lead Independent Director Vice Chairperson of the Board
March 27, 2025
3291 U.S. Highway 280
Birmingham, Alabama 35243
(205) 582-1200
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF FIRST US BANCSHARES, INC.:
First US Bancshares, Inc. (the “Company”) will hold its 2025 Annual Meeting of Shareholders (the “Annual Meeting”) in a virtual format via live webcast on Thursday, May 1, 2025, at 10:00 a.m., Central Time, for the following purposes:
| (1) | to elect 11 directors of the Company to serve for the ensuing year; |
| (2) | to ratify the appointment of Carr, Riggs & Ingram, LLC as independent registered public accountants for the year ending December 31, 2025; |
| (3) | to approve, on an advisory basis, the Company’s executive compensation; and |
| (4) | to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements of such meeting. |
The Board of Directors of the Company has fixed the close of business on March 12, 2025, 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 the Company will be available and open for examination by any shareholder of the Company during ordinary business hours beginning April 21, 2025.
All shareholders are cordially invited to participate in the virtual Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MZ6SKCF. In order to participate, you will need the control number included on your Notice of Internet Availability of Proxy Materials or proxy card if you request a hard copy of the proxy materials. Information about the Annual Meeting, including further instructions on how to participate in the Annual Meeting, can be found at the following website: www.edocumentview.com/FUSB.
Whether or not you plan to participate during the Annual Meeting, you are requested to complete, sign and date the enclosed proxy card and send it promptly by mail in the envelope provided for this purpose, or vote your shares via the internet or by telephone using the instructions provided in the proxy statement and on your proxy card. The proxy may be revoked by voting during the Annual Meeting, by signing and delivering a later-dated proxy card, by giving written notice of revocation to the Secretary of the Company or by a later vote via the internet or by telephone at any time prior to the voting thereof.
By Order of the Board of Directors,
Beverly J. Dozier
Corporate Secretary
Birmingham, Alabama
March 27, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2025: THE COMPANY’S PROXY STATEMENT AND 2024 ANNUAL REPORT ARE AVAILABLE AT www.edocumentview.com/FUSB.
PROXY STATEMENT
TABLE OF CONTENTS
| Page | |
|---|---|
| INTRODUCTION | 1 |
| Shareholders Eligible to Vote | 2 |
| How to Participate in the Annual Meeting | 2 |
| Information About a Quorum | 2 |
| Vote Required to Approve Proposals | 2 |
| Abstentions | 3 |
| Voting Shares Held in “Street Name” | 3 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 4 |
| Information About Director Nominees | 5 |
| Information About Executive Officers Who Are Not Also Directors | 8 |
| CORPORATE GOVERNANCE | 10 |
| Director Independence | 10 |
| Company Leadership Structure | 11 |
| Risk Oversight | 11 |
| Board Structure and Committees | 11 |
| Consideration of Director Nominees | 13 |
| Shareholder Communications with the Board | 15 |
| TRANSACTIONS WITH RELATED PERSONS | 16 |
| Policy and Procedures Regarding Related Person Transactions | 16 |
| Certain Transactions with Related Persons | 16 |
| EXECUTIVE COMPENSATION | 17 |
| Compensation Philosophy and Objectives | 17 |
| Compensation Governance Best Practices | 17 |
| Oversight of the Compensation Program | 18 |
| Compensation Consultant | 18 |
| Benchmarking | 18 |
| Elements of Executive Compensation | 19 |
| Insider Trading Policy; Prohibition on Pledging and Hedging of Company Stock and Equity Award Repricing | 22 |
| Consideration of Prior Shareholder Advisory Vote on Executive Compensation | 23 |
| COMPENSATION COMMITTEE REPORT | 23 |
| SUMMARY COMPENSATION TABLE | 24 |
| OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR-END | 25 |
| Employment Agreement with Mr. House | 26 |
| Potential Payments Upon Termination or Change in Control | 26 |
| PAY VERSUS PERFORMANCE | 28 |
| DIRECTOR COMPENSATION | 31 |
| Fees | 31 |
| Equity Compensation | 31 |
| Stock Ownership Guidelines for Non-Employee Directors | 31 |
| Director Retirement Agreements | 31 |
| Equalization Stipend | 32 |
| Deferral Plan | 32 |
| 2024 Director Compensation Table | 33 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 34 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 35 |
| DELINQUENT SECTION 16(a) REPORTS | 37 |
| AUDIT COMMITTEE REPORT | 38 |
| PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS | 39 |
| General | 39 |
| Pre-Approval Policies and Procedures | 40 |
| Audit and Other Service Fees | 40 |
| Vote Required; Board Recommendation | 41 |
| PROPOSAL 3: ADVISORY APPROVAL OF EXECUTIVE COMPENSATION | 42 |
| SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 43 |
| OTHER MATTERS | 43 |
3291 U.S. Highway 280
Birmingham, Alabama 35243
(205) 582-1200
PROXY STATEMENT
FOR THE
2025 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 1, 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.