Bruce N. Wilson
About Bruce N. Wilson
Independent director since 1997 (28 years of service), age 70. Senior member of Wilson, Drinkard & Drinkard, LLC since 1993; practicing attorney advising corporate clients on real estate, industrial/economic development, budgetary and auditing matters; education not disclosed in the proxy. The Board cites his legal and business experience as valuable insight for FUSB’s governance and operations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson, Drinkard & Drinkard, LLC | Senior member; practicing attorney | 1993–present | Advises business/corporate clients on real estate, industrial/economic development, budgetary/auditing issues; provides valuable insight to the Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships listed in biographical disclosure (bios include other listed company roles if any) |
Board Governance
- Independence: Board determined all directors standing for reelection, except CEO James F. House, are independent under Nasdaq rules; Wilson is independent .
- Committees:
- Compensation Committee: Chair
- Audit Committee: Member
- Nominating & Corporate Governance Committee: Member
- Attendance: In 2024, the Board met 10 times plus 1 special meeting; all incumbent directors attended at least 75% of Board and committee meetings on which they served .
- Executive sessions: Independent director executive sessions held at least twice annually .
- Lead Independent Director: Role established; held by Robert Stephen Briggs (also Vice Chair) since January 2025 .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash (incl. equalization stipend and chair fees) | $32,660 |
| Stock awards (grant-date fair value) | $6,767 |
| Nonqualified deferred compensation (change in present value of retirement agreement) | $10,374 |
| All other compensation (mileage reimbursements, etc.) | $2,077 |
| Total 2024 director compensation | $51,878 |
Fee structure highlights (Board-wide):
- Annual director retainer: $24,000
- Committee chair retainers: Audit Chair $7,500; Compensation Chair $5,000; other listed committees $5,000 each
- Lead Independent Director retainer: $10,000
Performance Compensation
| Equity Award Detail | Date | Shares | Vesting | Fair Value |
|---|---|---|---|---|
| Annual director restricted stock grant | Feb 9, 2024 | Part of 12,200 shares allocated across directors; Wilson’s outstanding unvested shares at year-end: 650 | Vests in full on first anniversary (i.e., Feb 9, 2025) | $6,767 (Wilson’s grant-date fair value) |
Notes:
- Directors were entitled to vote and receive dividends during the restricted period; shares were non-transferable until vest .
- No director stock options were granted in 2024; aggregate outstanding unexercised options for Wilson as of 12/31/2024: 3,000 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in Wilson’s biographical section |
| Compensation committee interlocks | None; committee comprised entirely of independent directors; no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- Legal practice senior member; corporate advisory across real estate, industrial/economic development, budgetary and auditing issues .
- Audit Committee Financial Expert designation: The Board identified Marlene M. McCain and Robert Stephen Briggs as audit committee financial experts; Wilson is not designated as such .
Equity Ownership
| Ownership Component (as of Mar 12, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership | 19,457 shares (less than 1% of outstanding) |
| Deferral Plan share units (acquirable within 60 days) | 3,830 |
| Stock options exercisable within 60 days | 1,500 |
| Outstanding unexercised options (12/31/2024) | 3,000 |
| Unvested restricted stock (12/31/2024) | 650 |
| Stock ownership guideline | Minimum 400 shares; all non-employee directors in compliance |
| Hedging/pledging of FUSB stock | Prohibited by Insider Trading Policy; none of the directors or officers engages in such transactions |
Governance Assessment
- Positive: Independent status, multi-committee service (Compensation Chair; Audit and Nominating member), and ≥75% attendance in 2024 support board effectiveness .
- Alignment: Holds equity through restricted stock and options; complies with director ownership guidelines; hedging/pledging prohibited, enhancing alignment with shareholders .
- Oversight quality: Compensation Committee engages independent consultant Willis Towers Watson; Board maintains clawback policy compliant with SEC/Nasdaq; say‑on‑pay approval at 86% in 2024 indicates constructive shareholder sentiment toward pay practices .
- RED FLAG watch: Long tenure (since 1997) may raise entrenchment concerns; legacy director retirement agreement with change‑in‑control benefits can be viewed as shareholder‑unfriendly by some investors despite equalization stipend efforts .
- Conflicts/related parties: No Wilson‑specific related party transactions disclosed; general director/customer relationships occur in ordinary course under regulatory constraints (market terms; normal risk) .
- Board leadership balance: CEO became Chair in Jan 2025; presence of a Lead Independent Director (Briggs) mitigates combined roles risk .