Marlene M. McCain
About Marlene M. McCain
Independent director of First US Bancshares (FUSB) since 2021; age 67. Certified Public Accountant with 40+ years of accounting experience (nearly 30 in public accounting), including 10 years at Ernst & Young and 14 years as a member at Warren Averett, LLC; currently provides consulting services to a large non-profit in Birmingham, AL. The Board identifies her as an “audit committee financial expert,” and she serves as Chairperson of the Audit Committee. Recognitions include AICPA Woman to Watch – Experienced Leader Award (2011); prior leadership at Alabama Securities Commission and Alabama Society of CPAs (ASCPA), and a one-year term on the AICPA Board of Directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warren Averett, LLC | Member (Public Accounting) | 14 years | Specialized in financial services entities; broad accounting/consulting expertise |
| Ernst & Young LLP | Auditor | 10 years | Developed audit, internal control, and financial reporting capabilities |
| Two large Birmingham companies | Vice President of Finance / Group Controller | 10 years | Finance leadership roles; management experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alabama Securities Commission | Chair and Commissioner | Not disclosed | State regulatory leadership |
| Alabama Society of Certified Public Accountants (ASCPA) | Chair and Board Member | Not disclosed | Professional association governance |
| American Institute of Certified Public Accountants (AICPA) | Board of Directors | One-year term | National professional body |
| American Society of Women Accountants | President and Board Member | Not disclosed | Professional leadership; AICPA Woman to Watch (2011) |
Board Governance
- Independence: Board determined all directors standing for reelection (except the CEO, Mr. House) are independent, including Ms. McCain .
- Committees:
- Audit Committee: Chairperson; designated “audit committee financial expert”; met 11 times in 2024; charter last reviewed March 12, 2025; all members independent .
- Executive Committee: Member; met 4 times in 2024 .
- Compensation Committee: Not a member (current members: Wilson, McPhearson, Meigs, Miller, Pierce) .
- Nominating & Corporate Governance Committee: Not a member (current members: Meigs, McPhearson, Miller, Wilson) .
- Attendance: In 2024, the Board met 10 times plus one special meeting; all incumbent directors attended at least 75% of Board and applicable committee meetings; 10 directors attended the 2024 Annual Meeting (one did not) .
- Executive sessions: Independent directors hold executive sessions at least twice a year, as needed .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (includes equalization stipend) | $36,682 |
| Nonqualified Deferred Compensation (change in present value of director retirement agreement) | — (none) |
| All Other Compensation (mileage reimbursements) | $1,990 |
| Total | $54,287 |
Notes: The cash fees include any equalization stipend related to the director fee deferral program. Mileage reimbursements are paid when travel occurs outside the director’s county of residence .
Performance Compensation
| Equity Award | Grant Date | Shares/Value | Vesting | Status at 12/31/2024 |
|---|---|---|---|---|
| Restricted Stock (2024 annual grant) | Feb 9, 2024 | $15,615 grant-date fair value | Vests in full on 1st anniversary (Feb 9, 2025) | 1,500 unvested restricted shares outstanding |
| Options | N/A | — | — | No options outstanding/awarded in 2024 |
Award structure: Under the 2023 Incentive Plan, non-employee directors received restricted stock (12,200 total shares awarded across directors on Feb 9, 2024), with dividend and voting rights during restriction; no options were granted to directors in 2024 .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Ms. McCain in the proxy .
- Compensation Committee interlocks: No member of the Compensation Committee had relationships requiring Item 404 disclosure; no interlocks with issuers where FUSB executives serve .
- Shared directorships with counterparties: Not disclosed for Ms. McCain .
Expertise & Qualifications
- CPA; extensive audit, accounting, internal control, and financial reporting background; capital markets and risk assessment skills .
- Audit Committee Financial Expert designation by the Board .
- Governance/regulatory experience from Alabama Securities Commission and professional bodies .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 4,507 |
| Percent of Class | <1% (“*”) |
| Unvested Restricted Shares (as of 12/31/2024) | 1,500 |
| Stock Ownership Guideline | Minimum 400 shares; all non-employee directors in compliance during 2024 |
| Pledging/Hedging | Prohibited by policy; none of directors/officers currently engage |
Governance Assessment
- Strengths:
- Chairs Audit Committee; designated financial expert; committee met 11 times in 2024, signaling active oversight of financial reporting, SOX controls, and ERM interface with CRO .
- Independent director; serves on Executive Committee, supporting continuity between Board meetings .
- Adequate ownership (4,507 shares) and compliance with stock ownership guidelines; RS grants align interests without options risk .
- Section 16 compliance: Proxy notes all timely filings in 2024 except one late Form 4 by another officer (Mabowitz); no issues noted for McCain .
- Anti-hedging/pledging policy and no repricing under the 2023 plan enhance alignment and investor protections .
- Potential risks/RED FLAGS:
- No specific red flags disclosed for Ms. McCain (no related-party transactions, pledging, or hedging). The only related-party transactions noted involve another director’s affiliated leases at market terms .
- Ownership remains below 1% given small float, typical for community bank directors; alignment supported via RS grants and guidelines rather than large holdings .
Insider Trades (Section 16 Context)
| Item | Disclosure |
|---|---|
| Delinquent Filings (2024) | All timely except one late Form 4 by Eric H. Mabowitz (401(k) rebalancing); no late filing disclosed for McCain |
Board Effectiveness Signals
- Active audit oversight and formal charters reviewed March 12, 2025 (Audit, Compensation, Nominating), with auditor independence affirmations (Carr, Riggs & Ingram) and a recommendation to include audited financials in Form 10-K .
- Say-on-pay support at 86% in 2024; Compensation Committee retained Willis Towers Watson as independent consultant; structure unchanged for 2025, emphasizing performance, alignment, retention .
- Independent director majority; executive sessions at least twice yearly; Board and committees coordinated risk oversight across financial, credit, IT/cybersecurity, and compliance domains .
Overall: McCain’s audit chair role and financial expert designation, coupled with independence, attendance, and aligned equity-based compensation, support investor confidence in financial oversight and governance. No conflicts or red flags are disclosed specific to her .