J. Lee McPhearson
About J. Lee McPhearson
Independent director since 2009 (age 71), McPhearson is a career attorney practicing in Butler, Alabama, currently serving as County Attorney for Choctaw County. He previously served as District Attorney (1981–1987) and Circuit Judge (1995–2002) for Alabama’s First Judicial Circuit and is actively involved in timber and real estate enterprises (managing member of McPhearson Land and Timber Company, LLC and McPhearson Land Holdings, LLC; secretary/member of MJM Development, LLC). The Board characterizes his legal and timber/real estate experience as providing valuable insight, particularly on land/timber valuations relevant to the bank’s business; he is considered independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Judicial Circuit of Alabama | District Attorney | 1981–1987 | Legal and prosecutorial experience |
| First Judicial Circuit of Alabama | Circuit Judge | 1995–2002 | Judicial oversight; community knowledge |
| Choctaw County, Alabama | County Attorney | Current | Ongoing legal counsel to county |
| Private Law Practice (Butler, AL) | Attorney | Since 1978 | Business representation/advice |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| McPhearson Land and Timber Company, LLC | Managing Member | Ongoing | Timber operations; valuation expertise |
| McPhearson Land Holdings, LLC | Managing Member | Ongoing | Real estate holdings |
| MJM Development, LLC | Secretary and Member | Ongoing | Development interests |
| Timber/Oil & Gas Interests (Choctaw AL; Wayne MS) | Oversight/Management | Ongoing | Land, timber, oil/gas interests |
Board Governance
- Independence: The Board determined all directors except the CEO (House) are independent; McPhearson meets Nasdaq independence standards and serves on fully independent committees .
- Committees: Member, Compensation Committee (Wilson, Chair; met 4 times in 2024) and Nominating & Corporate Governance Committee (Meigs, Chair; met 8 times in 2024) .
- Attendance: Board met 10 regular and 1 special meeting in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served. Executive sessions of independent directors are held at least twice annually .
- Leadership/Structure: Combined Chair/CEO since Jan 2025; Lead Independent Director designated (Briggs) to enhance oversight and communication .
Committee Assignments Summary
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Member | 4 |
| Nominating & Corporate Governance Committee | Member | 8 |
Fixed Compensation
- Policy: Non-employee directors receive a $24,000 annual retainer; Lead Independent Director +$10,000; committee chair retainers: Audit $7,500; other committees $5,000. Equalization stipends used to align pay between directors with/without legacy retirement agreements. Directors may defer fees under the Non-Employee Directors’ Deferred Compensation Plan .
| 2024 Director Compensation – McPhearson | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $38,795 |
| Stock Awards (grant-date fair value) | $6,767 |
| Nonqualified Deferred Compensation (change in present value of director retirement agreement) | $4,239 |
| All Other Compensation (e.g., mileage reimbursements) | $2,450 |
| Total | $52,251 |
Performance Compensation
- Equity grants: On Feb 9, 2024, the Compensation Committee awarded a total of 12,200 restricted shares to directors; these vested in full on the first anniversary (Feb 9, 2025) .
- Vesting/Clawbacks/Policies: Director equity grants under the 2023 Incentive Plan are time-based; the plan prohibits option repricing and the Insider Trading Policy prohibits hedging and pledging of FUSB stock (Board notes no directors/officers currently engage in pledging/hedging) .
| Equity & Awards (as of 12/31/2024) | Amount | Notes |
|---|---|---|
| Unvested restricted shares | 650 | 2024 director grant vested 2/9/2025 |
| Options outstanding | 3,000 | No new options in 2024 |
| Options exercisable within 60 days | 1,500 | Portion currently exercisable |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No public-company directorships disclosed in biography/proxy for McPhearson |
- Compensation Committee interlocks: None disclosed; no member served as an executive officer of another company with reciprocal committee service; CEO permitted in meetings reviewing others’ compensation (not his) per charter .
Expertise & Qualifications
- Legal/judicial background and current county attorney role; experience advising business entities .
- Timber/real estate operations deliver insight on land and timber valuations and market conditions relevant to bank lending/collateral .
- Community knowledge from bench service and local practice, useful for regional banking oversight .
Equity Ownership
- Stock ownership guidelines for non-employee directors require at least 400 shares; all non-employee directors were compliant in 2024 .
| Beneficial Ownership (as of 3/12/2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 28,384 | <1% | As defined by SEC rules |
| Deferral Plan share units (acquirable within 60 days) | 12,176 | — | Non-employee directors’ deferred compensation plan |
| Options exercisable within 60 days | 1,500 | — | Portion of 3,000 outstanding options |
| Unvested restricted shares (voting rights) | 650 | — | Time-based vesting |
| Spouse’s holdings | 3,000 | — | Included in beneficial ownership |
| McPhearson Land Holdings, LLC | 1,500 | — | Disclaimed beneficial ownership |
Governance Assessment
- Strengths: Independent director with multi-decade legal/judicial experience; active on two key governance committees (Compensation; Nominating & Corporate Governance). Board maintains restrictive policies on hedging/pledging, equity award repricing prohibitions, and holds independent executive sessions at least twice annually. 2024 say‑on‑pay support was ~86%, indicating broad shareholder acceptance of pay practices .
- Alignment: Complies with stock ownership guidelines; holds meaningful equity exposure via restricted shares and options; Insider Trading Policy bans hedging/pledging, improving alignment with shareholders .
- Engagement: Board and committees met frequently in 2024; all incumbents met the ≥75% attendance threshold, supporting baseline engagement expectations .
- Potential conflicts and monitoring:
- Business interests across timber/real estate and oil/gas are adjacent to bank collateral/lending spheres. While no related-party transactions are disclosed for McPhearson and the Board reviews deposit/loan relationships for independence, this remains an area to monitor for any future transactions involving his entities (Audit Committee policy requires review/approval) .
- Compensation structure considerations:
- Director pay skews cash-heavy with time-based equity grants (one-year vest); presence of legacy director retirement agreements (nonqualified deferred comp) introduces long-tail obligations but is mitigated by equalization stipends to align pay across directors .
RED FLAGS: None disclosed specific to McPhearson (no hedging/pledging; no related‑party transactions noted for him). Monitor potential conflicts from external timber/real estate interests should any company transactions arise; Audit Committee policy governs such reviews .