Jack W. Meigs
About Jack W. Meigs
Independent director of First US Bancshares, Inc. since 1997 (28 years of board service). Age 67. Former Circuit Judge for the Fourth Judicial Circuit of Alabama (1991–Apr 2016) and currently in private legal practice (since Apr 2016). The Board cites his extensive local legal experience as a practitioner and judge as core credentials contributing management skills and business knowledge to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fourth Judicial Circuit of the State of Alabama | Circuit Judge | 1991–Apr 2016 | Judicial leadership; legal and governance expertise supporting Board effectiveness |
| Private Practice of Law | Attorney | Apr 2016–present | Ongoing legal practice; regional legal insight valued by Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Audit Committee (member); Compensation Committee (member); Nominating & Corporate Governance Committee (Chairperson) .
- Independence: The Board determined all members of the Audit, Compensation, and Nominating & Corporate Governance Committees are “independent” under Nasdaq rules; Audit members also meet heightened SEC independence standards .
- Attendance and engagement: In 2024, the Board held 10 regular meetings and one special meeting; all incumbent directors attended at least 75% of aggregated Board and relevant committee meetings. Executive sessions of independent directors are held at least twice annually .
- Committee workload in 2024: Audit met 11 times; Compensation met 4 times; Nominating & Corporate Governance met 8 times .
- Interlocks and related-party exposure: Compensation Committee reported no interlocks and no relationships requiring disclosure under Item 404 during 2024 .
Fixed Compensation
| Component | Amount/Term | 2024 Disclosure |
|---|---|---|
| Annual cash retainer (non‑employee director) | $24,000 policy | Fees earned or paid in cash: $24,125 |
| Committee chair retainer – Nominating & Corporate Governance | $5,000 policy | Included within fees per policy; specific chair fee not separately itemized |
| Nonqualified deferred compensation (Director Retirement Agreement – change in PV) | Annual benefits under legacy agreements; see terms below | $13,905 change in present value in 2024 |
| All other compensation | Mileage reimbursements and related expenses | $781 |
| Total 2024 director compensation | — | $45,578 |
Director Retirement Agreement terms (legacy, nonqualified deferred comp):
- Original promise (2002): $12,000 annual benefit, increasing 3% annually until age 70; paid annually for 10 years starting at later of age 70 or board retirement; benefits reduced if retirement before age 70 or disability before age 70 .
- Change in control protection: If terminated following a change in control of Company or Bank, pays maximum benefit as if terminated at age 70, annually for 10 years beginning at age 70 .
- Section 409A compliance amendments (Nov 20, 2008) and 2017 amendment for mandatory retirement age increase to 75 (clarifies timing of annual increases end) .
Performance Compensation
| Element | Detail | 2024 Disclosure |
|---|---|---|
| Stock awards (restricted stock) | Fair value of grant | $6,767 for 2024 |
| Grant date | Date | Feb 9, 2024 |
| Vesting | One-year, time‑based; vested in full on first anniversary of grant date; voting/dividends permitted during restriction | Vests on Feb 9, 2025 per plan; no performance conditions |
| Unvested restricted shares (12/31/2024) | Shares outstanding | 650 shares |
| Options granted in 2024 | Count | None |
| Outstanding, unexercised options (12/31/2024) | Count | 3,000 options |
| Options exercisable within 60 days (ownership footnote) | Count | 1,500 options |
Note: Director equity awards are time-based RS restricted stock under the 2023 Incentive Plan with no disclosed performance metrics; the plan prohibits option repricing under Nasdaq rules .
Other Directorships & Interlocks
| Item | Status | Source |
|---|---|---|
| Current public company boards | None disclosed for Meigs | |
| Compensation Committee interlocks | None; no director in 2024 was an executive officer of another company with a comparable committee on which a FUSB executive serves | |
| Item 404 related‑person transactions (Comp Committee members) | None requiring disclosure |
Expertise & Qualifications
- Extensive legal experience in the local area, both as practitioner and judge; Board believes this provides broad management skills and business-relevant knowledge .
- Chair of Nominating & Corporate Governance Committee, indicating governance expertise and leadership in board composition and practices .
- Member of Audit and Compensation Committees, reflecting trust in oversight across financial reporting and pay governance .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 9,587 shares | Less than 1% of class (“*”) |
| Percent of class | * | Represents <1% per table |
| Deferral Plan equivalents | 1,203 shares | May acquire beneficial ownership within 60 days |
| Options exercisable within 60 days | 1,500 shares | Included in beneficial ownership calculation |
| Unvested restricted stock | 650 shares | Voting rights during restricted period |
| Jointly held with spouse | 2,413 shares | Included in beneficial ownership |
| Stock ownership guideline (non‑employee directors) | Minimum 400 shares | All non‑employee directors in compliance during 2024 |
| Pledging/hedging | Prohibited; none of directors or executives currently engage | Insider Trading Policy prohibits pledging and hedging; none currently engage |
Governance Assessment
- Positive signals: Independent status across key committees; high engagement (Audit 11 meetings; Nominating 8; Compensation 4); attendance threshold met (≥75%); formal ownership guidelines met; prohibition on pledging/hedging; no interlocks or related‑party transactions requiring disclosure .
- Alignment: Receives annual restricted stock grants with one‑year vesting and retains options, supporting equity alignment; maintains beneficial ownership including deferral plan equivalents .
- Structural considerations: Legacy Director Retirement Agreement (nonqualified deferred comp) creates a guaranteed retirement benefit with change‑in‑control protection; common at smaller banks but warrants monitoring for pay‑for‑service alignment versus time‑served incentives .
RED FLAGS
- Legacy retirement benefit (guaranteed, time‑served) for directors persists; while 409A‑compliant and amended for retirement age, it can be viewed as a governance negative relative to modern best practices favoring simple cash/equity retainers without deferred pension‑like promises .
- Long tenure (since 1997) may raise general independence optics for some investors, though the Board affirms current committee independence under Nasdaq standards .