Eric H. Mabowitz
Senior Executive Vice President, Chief Risk Officer, Chief Compliance Officer, and CRA Officer at FIRST US BANCSHARES
Executive
About Eric H. Mabowitz
Eric H. Mabowitz (age 66) is Senior Executive Vice President, Chief Risk Officer, Chief Compliance Officer, and CRA Officer at First US Bancshares’ banking subsidiary; he joined the Bank in March 2008, served as South Alabama Market Executive (2016–Jan 2020), and has been Chief Risk Officer since January 2020 . Prior roles include President & COO at Premier Bank of the South (2007–2008), EVP Administration and EVP Chief Credit Officer at First Community Bank (2001–2007), and credit administration roles at Renasant Bank (1997–2001) . Company performance context: three‑year TSR rose from 83.33 to 126.10 (indexed) and net income increased from $6.864M (2022) to $8.170M (2024), indicating improved profitability through his recent tenure as CRO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Renasant Bank | Credit administration roles | 1997–2001 | Built credit oversight foundation prior to senior credit leadership |
| First Community Bank | EVP, Chief Credit Officer | 2001–2006 | Led credit risk management and policy setting |
| First Community Bank | EVP, Administration | 2006–2007 | Oversaw administrative functions supporting lending and operations |
| Premier Bank of the South | President & COO | 2007–2008 | Top-line operating leadership; execution of bank strategy |
| First US Bank | South Alabama Market Executive (EVP) | 2016–Jan 2020 | Market growth and portfolio oversight |
| First US Bank | Senior EVP, CRO/CCO/CRA Officer | Jan 2020–Present | Enterprise risk, compliance, CRA; risk-aligned performance governance |
External Roles
- No public-company external directorships or committee roles disclosed for Mabowitz in the Company’s proxy statements .
Fixed Compensation
- Mabowitz is an executive officer but not a Named Executive Officer (NEO); his individual base salary, target bonus %, and actual bonus are not disclosed. The Company’s structure for executives uses base salary, cash incentives, and equity (restricted stock) to align pay with performance, benchmarking around the market 50th percentile .
Performance Compensation
- The Company’s cash incentive programs for executives emphasize pre‑tax profitability and risk‑adjusted returns; while detailed payout tables are disclosed for NEOs, the program applies to certain executive officers and key employees with similar metrics. Specific targets for Mabowitz are not individually disclosed .
2024 Cash Incentive Program Objectives (Company Framework)
| Metric | Threshold | Target | Stretch | Actual | Weight |
|---|---|---|---|---|---|
| Consolidated pre-tax income | $9,840,000 | $12,300,000 | $14,760,000 | $10,754,000 | 25% |
| Consolidated ROAA (pre-tax) | 0.90% | 1.12% | 1.34% | 1.00% | 30% (PEO/CFO) or 25% (Mitchell) |
| Consolidated ROATE (pre-tax) | 11.56% | 14.45% | 17.34% | 12.33% | 25% (PEO/CFO) or 15% (Mitchell) |
| Indirect loan growth | $24,000,000 | $30,000,000 | $36,000,000 | ($2,220,000) | 15% (Mitchell) |
| Discretionary | 80% | 100% | 120% | Committee-set | 20% |
- Annual equity awards (restricted stock) vest over time; under the 2013 and 2023 Incentive Plans, unvested restricted stock fully vests upon death, disability, or retirement, and is forfeited upon other terminations; change in control can accelerate vesting at the Committee’s discretion . Nonqualified stock options have similar acceleration on change in control and vesting upon death/disability/retirement, with shortened post-termination exercise windows otherwise .
Equity Ownership & Alignment
- Section 16 compliance: a late Form 4 filing for Mabowitz was made on July 10, 2024 related to rebalancing of his 401(k) plan, confirming his status as a reporting insider .
- Pledging/hedging: The Company’s insider trading policy restricts hedging and pledging of FUSB securities for officers, a positive alignment signal reducing leveraged risk against company shares .
- Clawbacks: In November 2023, the Company adopted a Dodd‑Frank compliant clawback policy applying to current and former Section 16 officers (which includes Mabowitz), with a three‑year lookback to recover erroneously awarded incentive compensation after restatements .
- Stock ownership guidelines: Formal guidelines apply to non‑employee directors (minimum 400 shares); the proxy does not disclose executive ownership guidelines or Mabowitz’s share count, and he does not appear in the named beneficial ownership table rows .
Employment Terms
| Topic | Terms | Notes |
|---|---|---|
| Change-in-Control (CIC) agreements for executives | For executive officers, an 18‑month protection period post‑CIC; upon a qualifying termination, lump‑sum of 200% of base salary + target bonus, pro‑rata target bonus for year of termination, and health insurance continuation reimbursement; voluntary resignation without “good reason” within 6 months after CIC yields 100% of the Severance Benefit | Proxy explicitly names CFO and Mitchell; the Company states CIC agreements exist for executive officers generally; Mabowitz’s individual agreement is not separately enumerated in the proxy |
| Non‑compete / non‑solicit | Two years post‑termination when Severance Benefit is paid; one year if only 100% Severance Benefit applies after voluntary resignation within 6 months of CIC | Applies per CIC agreement terms |
| Restricted stock vesting | 100% vests on death, disability, or retirement; forfeited upon other terminations; Restricted Period expires upon CIC (Committee discretion) | Under 2013 and 2023 Plans |
| Stock options | Unvested options fully vest on death/disability/retirement; change in control accelerates to 100% (Committee discretion); standard post‑termination exercise limitations; immediate termination for “Cause” | Under 2013 and 2023 Plans |
| Tax gross‑ups | No tax gross‑up provisions in agreements and no gross‑ups for perks | Governance best practice |
| Clawback policy | Recovery of erroneously awarded incentive compensation after restatement (3‑year lookback), covers Section 16 officers | Adopted November 2023 |
Performance & Track Record (Company Context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR Indexed Value ($100 initial) | 83.33 | 101.29 | 126.10 |
| Net Income ($USD Thousands) | $6,864 | $8,485 | $8,170 |
Compensation Structure Analysis
- Shift and mix: Executive compensation emphasizes performance‑based cash incentives tied to pre‑tax income, ROAA, ROATE and, for certain executives, loan growth metrics; equity grants are restricted stock vesting over time rather than options, lowering risk and tightening alignment with TSR and profitability trends .
- Governance protections: No repricing without shareholder approval; hedging/pledging restrictions; and clawback adoption (Nov 2023) strengthen pay‑for‑performance accountability .
- Say‑on‑pay: Shareholders approved executive compensation with ~86% support at the 2024 annual meeting, signaling acceptable alignment at the program level .
Risk Indicators & Red Flags
- Late Form 4: Single late filing in 2024 for 401(k) rebalancing (administrative timing issue rather than directional selling pressure) .
- Pledging/hedging: Prohibited for officers under insider trading policy, mitigating alignment risk .
- Golden parachute structure: CIC agreements provide 2x salary+target bonus severance with non‑compete covenant; a voluntary resignation within 6 months of CIC triggers 1x benefit, introducing potential incentive dynamics around transaction events .
Equity Ownership & Alignment (Details)
- Beneficial ownership: Mabowitz’s individual share ownership is not itemized in the 2023–2025 proxy tables; group totals and named rows exclude him, limiting visibility into his “skin‑in‑the‑game” position as a percentage of shares outstanding .
- Compliance: As a Section 16 officer, he is subject to Form 4 reporting and the Company’s insider restrictions and clawback policy .
Investment Implications
- Alignment: Risk and compliance leadership combined with hedging/pledging prohibitions and clawback coverage increase incentive alignment and reduce agency risk; restricted stock acceleration on CIC and vesting on retirement/death/disability provide strong retention hooks but can create episodic selling pressure around vesting and transaction events .
- Retention: Tenure since 2008 and current age (66) imply potential retirement window in coming years; vesting terms on retirement could concentrate equity realizations, but non‑compete covenants post‑CIC/termination mitigate immediate competitive risk .
- Pay-for-performance: Executive bonus frameworks tied to pre‑tax income and risk‑adjusted returns (ROAA/ROATE) and improved TSR/net income in 2022–2024 are supportive of program design; lack of individual disclosure for Mabowitz limits precision of pay‑out analysis for this officer .
- Trading signals: No pledging allowed and only an administrative late Form 4 in 2024 related to 401(k) rebalancing suggest low insider selling pressure signals specific to Mabowitz; monitor future Form 4s for vesting‑related disposals or transaction‑related activity .