Aubrey S. Miller
About Aubrey S. Miller
Independent director of First US Bancshares (FUSB) since 2014; age 72. Background includes leadership of non-profit and faith-based organizations with budgeting and strategic planning experience; currently President of Higher Expectations Non-Profit Consulting Group (since 2023) and Senior Pastor at Faith Church at Midfield (since 1991). The Board determined he is independent (all directors except the CEO are independent). Lead Independent Director is Robert Stephen Briggs; executive sessions of independent directors are held at least twice annually.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Higher Expectations Non-Profit Consulting Group | President | 2023–present | Budgeting/strategy expertise leveraged on the Board |
| Faith Church at Midfield (Birmingham, AL) | Senior Pastor | 1991–present | Organizational leadership and strategic planning |
| Shelby County, Alabama Board of Education | President (elected) | 2009–2022 | Governance and budget oversight |
| Juvenile Diabetes Research Foundation (Birmingham, AL) | Executive Director | 2009–2015 (retired July 2015) | Nonprofit management |
| YMCA of Greater Birmingham | SVP, Financial Development | Until 2020 (retired 2020) | Fundraising and financial stewardship |
| Baptist Health Foundation (Birmingham) | President & Chief Development Officer | 2005–2008 | Development leadership |
External Roles
| Sector/Entity | Role | Notes |
|---|---|---|
| Non-profit/faith | Senior Pastor, Faith Church at Midfield | Long-tenured community leadership |
| Non-profit consulting | President, Higher Expectations Non-Profit Consulting Group | Founder-level executive role |
Board Governance
- Independence: Independent director; the Board determined all nominees other than the CEO (James F. House) are independent.
- Committees (current): Compensation Committee (member); Nominating & Corporate Governance Committee (member); Executive Committee (member). He is not listed on the Audit Committee.
- Chair roles: None (committee chairs listed do not include Miller).
- Attendance: In 2024, the Board met 10 times plus one special meeting; all incumbent directors attended at least 75% of aggregate Board and committee meetings where they served. Executive sessions of independent directors held at least twice annually.
- Lead Independent Director: Robert Stephen Briggs (also Vice Chairperson of the Board, designated in January 2025).
Fixed Compensation
| Component | Policy Detail | Aubrey S. Miller (2024) |
|---|---|---|
| Annual cash retainer | $24,000 for non-employee directors | $32,101 fees earned (includes equalization stipend and any reimbursements) |
| Lead Independent Director add’l retainer | $10,000 (if applicable) | N/A (not LID) |
| Committee chair fees | $7,500 Audit; $5,000 for each of: Asset/Liability, Compensation, Directors’ Loan, Executive, Nominating & Corporate Governance, IT Steering, Retail Ops Compliance, Tennessee New Business | N/A (not chair) |
| Meeting fees | Not specified; policy provides retainers and chair fees; equalization stipend used to align pay across directors | Included in cash fees (if applicable) |
| Equalization stipend | Cash stipend to equalize pay across directors (implemented 2021) | Included in fees column |
| All other compensation | Mileage reimbursements for out-of-county travel (as applicable) | $201 |
| Total (2024) | — | $47,917 total (fees $32,101; stock awards $15,615; other $201) |
Performance Compensation
| Element | Grant Date | Shares/Units | Vesting | Fair Value |
|---|---|---|---|---|
| Annual director restricted stock grant | Feb 9, 2024 | Director pool: 12,200 shares (allocated per director) | Vested in full on first anniversary (Feb 9, 2025) | Per-director grant expensed; Miller stock awards: $15,615 (2024) |
| Unvested restricted stock at 12/31/2024 | — | 1,500 shares (held by Miller) | Vested Feb 9, 2025 (per plan) | Reflected in stock awards |
Note: FUSB’s 2024 executive cash incentive program metrics (for NEOs, not directors) were based on consolidated pre-tax income, pre-tax ROAA, pre-tax ROATCE, indirect loan growth (Mitchell only), and a discretionary component. This structure is relevant to pay-for-performance governance benchmarking.
| Corporate Performance Metric (2024 CIP – Executives) | Threshold | Target | Stretch | Actual | Weight |
|---|---|---|---|---|---|
| Consolidated pre-tax income | $9,840,000 | $12,300,000 | $14,760,000 | $10,754,000 | 25% |
| Consolidated pre-tax ROAA | 0.90% | 1.12% | 1.34% | 1.00% | 30% (House/Elley) or 25% (Mitchell) |
| Consolidated pre-tax ROATCE | 11.56% | 14.45% | 17.34% | 12.33% | 25% (House/Elley) or 15% (Mitchell) |
| Indirect lending net loan growth | $24M | $30M | $36M | ($2.22M) | 15% (Mitchell only) |
| Discretionary | 80% | 100% | 120% | House/Elley: 100%; Mitchell: 120% | 20% |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in Miller’s FUSB proxy biography. |
Expertise & Qualifications
- Multi-organization leadership, budgeting, and strategic plan implementation across education, health foundations, and faith-based entities.
- Board-qualified experience aligning with governance and stakeholder engagement; contributes non-profit financial development perspective.
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Total beneficial ownership | 15,276 shares; less than 1% of outstanding |
| Components (as disclosed) | 388 share equivalents in Director Deferral Plan; 3,000 options exercisable within 60 days; 1,500 unvested restricted shares (voting rights) |
| Director stock ownership guideline | Minimum 400 shares; all non-employee directors in compliance (2024) |
| Pledging/Hedging | Prohibited by Insider Trading Policy; none of the directors or executives currently engage in pledging/hedging |
Fixed vs Equity Mix (2024 – Director)
| Cash Fees | Stock Awards | Other | Total |
|---|---|---|---|
| $32,101 | $15,615 | $201 | $47,917 |
Board Attendance & Engagement
| Metric | 2024 |
|---|---|
| Board meetings | 10 regular + 1 special |
| Attendance | All incumbent directors ≥75% of Board+committee meetings |
| Executive sessions | Independent directors at least two per year |
Compensation Committee Analysis
- Committee composition: Bruce N. Wilson (Chair), J. Lee McPhearson, Jack W. Meigs, Aubrey S. Miller, Staci M. Pierce; all independent under Nasdaq and charter standards.
- Consultant: Willis Towers Watson engaged by the Compensation Committee; no other company services; assessed as independent/no conflicts.
- Peer group (2024) used for benchmarking (assets 0.5–2.0x FUSB; Nasdaq-listed regional banks): Colony Bankcorp; Investar Holding; Southern States Bancshares; First Community; Peoples Bancorp of NC; Citizens Holding; Auburn National Bancorporation; Bank of the James Financial Group; Affinity Bancshares; United Bancorp; Village Bank & Trust Financial; Bank of South Carolina.
- Clawback: Dodd-Frank compliant policy (Nov 2023) for Section 16 officers, three-year look-back; annual cash incentive programs include recoupment for restatements/misstatements/misconduct.
- Restrictions: No repricing without shareholder approval; no tax gross-ups; hedging/short sales/options trading prohibited; no active SERPs.
Say-on-Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non-Votes | Notes |
|---|---|---|---|---|---|
| 2024 | ~86% approval (shareholder advisory vote) | — | — | — | Committee kept structure; focus on performance/alignment/retention |
| 2025 | 3,097,951 for | 94,756 against | 45,893 abstain | 956,887 broker non-votes | Strong shareholder support continued |
Insider Filings and Options
- Section 16(a) compliance: All reports timely for 2024 except one late Form 4 for Eric H. Mabowitz (CRO), unrelated to Miller.
- Options (director-level, as of 12/31/2024): Miller had 4,500 outstanding unexercised options; of which 3,000 are exercisable within 60 days (counted in beneficial ownership).
Related Party Transactions (Conflict Review)
- Board reviewed director banking relationships; determined they did not interfere with independence (loans on substantially similar terms as public and within regulations). No Miller-specific related party transactions disclosed.
- Specific related-party exposure disclosed pertains to leases with entities affiliated with Director Tracy E. Thompson; the Board deemed amounts not material; policy requires Audit Committee review/approval.
Governance Assessment
- Strengths
- Independence and committee participation (Compensation; Nominating & Governance; Executive) suggest active oversight engagement.
- Attendance ≥75% threshold and scheduled executive sessions support board effectiveness.
- Ownership alignment: holds 15,276 shares and complies with director ownership guidelines; pledging/hedging prohibited.
- Compensation governance: independent consultant; defined peer group; clawback in place; no tax gross-ups or repricing; strong say-on-pay support.
- Watch items
- Equalization stipend may mask pay dispersion across directors; continued transparency helps investors assess alignment.
- No disclosed public company board interlocks for Miller; limited external public company exposure may reduce market-facing insights but avoids interlock conflicts.
- Red flags
- None disclosed specific to Miller (no related party transactions, no pledging/hedging, no delinquent Section 16 filings).