S. Nathan Gordon
About S. Nathan Gordon
S. Nathan Gordon (also identified in SEC filings as Stephen Nathaniel Gordon) was elected as an independent director of First US Bancshares, Inc. on August 27, 2025. He is a corporate attorney and shareholder at Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. with over 13 years’ experience in corporate law, M&A, real estate, tax, securities, and estate matters, and holds an Accounting B.S. (summa cum laude, 2008) and MAcc (2009) from Auburn University and a J.D. from Samford University’s Cumberland School of Law (2012); he was admitted to the Alabama State Bar in 2012 . The Board affirmed his independence under Nasdaq rules at the time of appointment; his initial Form 3 disclosed 700 common shares owned directly, and he executed a standard Section 16 limited power of attorney for filing obligations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. | Shareholder, Corporate Group (attorney) | c. 2012–present | Corporate, M&A, real estate, tax, securities; broad transactional expertise supporting governance/oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Albert Schweitzer Fellowship (Birmingham, AL) | Board member | Not disclosed | Community non‑profit board service |
Board Governance
- Appointment and independence: Board expanded from 11 to 12 directors and elected Gordon effective August 27, 2025; Board determined he is independent under Nasdaq listing standards .
- Committee assignments: Appointed to Bank Board committees (subsidiary of FUSB): Asset/Liability; Information Technology Steering; Retail, Operations & Compliance .
- Indemnification: Entered into the Company’s standard director indemnification agreement upon appointment .
- Attendance baseline: In 2024 (pre‑appointment), the Board met 10 times plus 1 special meeting, all incumbent directors met ≥75% attendance; independent director executive sessions held at least twice per year .
- Lead independent/director structure: As of early 2025, FUSB designated a Lead Independent Director and maintains standard committee charters and independence criteria .
Fixed Compensation
Directors are compensated with cash retainers and time‑based equity; Gordon will receive standard director compensation as described in the Company’s director compensation program and is eligible for grants under the 2023 Incentive Plan .
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $24,000 | Standard board service retainer . |
| Lead Independent Director retainer | $10,000 | If applicable (not applicable to Gordon) . |
| Committee Chair retainers | Audit: $7,500; Other committees: $5,000 | For chair roles only (not currently applicable to Gordon) . |
| Equity grants | Annual restricted stock grants under 2023 Plan; 2024 aggregate director grant was 12,200 shares vesting after 1 year | Gordon is eligible for awards under the 2023 Plan; specific 2025 grant to Gordon not disclosed in filings cited here . |
| Deferral plan | Optional deferral of fees into cash or share units (SOFR +75 bps if cash) | Available to non‑employee directors . |
| Stock ownership guideline | Minimum 400 shares of FUSB common stock | Company guideline for non‑employee directors . |
Performance Compensation
- Directors do not receive performance‑conditioned equity; equity compensation is time‑based restricted stock intended to align interests with shareholders (no option repricing permitted; no hedging/pledging allowed under Insider Trading Policy) .
Other Directorships & Interlocks
- Public company boards: None disclosed other than FUSB .
- Private/non‑profit boards: Albert Schweitzer Fellowship (Birmingham) .
- Potential interlocks: Gordon is a shareholder at Baker Donelson; no Company disclosure indicates the firm provides services to FUSB. The Company disclosed ordinary‑course banking relationships (deposit/loan) with Gordon/family on market terms with no unfavorable features .
Expertise & Qualifications
- Technical expertise: Corporate law, mergers and acquisitions, real estate transactions, tax, securities—skills directly relevant to oversight of risk, compliance, IT governance, and strategic transactions .
- Education/credentials: B.S. Accounting (summa cum laude, 2008), MAcc (2009) Auburn; J.D. (2012) Cumberland School of Law; Alabama State Bar admission 2012 .
Equity Ownership
| Holder | Security | Amount | Ownership Form | Reference Date | % of Outstanding |
|---|---|---|---|---|---|
| S. Nathan (Stephen Nathaniel) Gordon | FUSB Common Stock | 700 | Direct (D) | Form 3 filed for event 08/27/2025 | ~0.01% (700 / 5,752,262 shares outstanding as of 03/12/2025) |
Note: Company policy prohibits pledging and hedging of Company stock by directors and officers .
Insider Trades (Section 16)
| Date (Event) | Form | Transaction | Shares | Notes |
|---|---|---|---|---|
| 08/27/2025 (initial) | Form 3 | Initial statement of beneficial ownership | 700 (common) | Director; no derivatives reported . |
| 08/27/2025 | Limited POA | Section 16 filing authority to Company officers | N/A | Limited Power of Attorney for Forms 3/4/5 . |
Related-Party & Conflict Review
- Ordinary‑course banking relationships: The Bank has or may have loans/deposits with Gordon or related persons, made on substantially the same terms as comparable customers; disclosed as not involving more than normal risk or unfavorable features—mitigates conflict concerns .
- Indemnification: Standard director indemnification agreement executed—typical for Nasdaq‑listed banks .
- Watch items: As a practicing attorney and firm shareholder, potential conflicts could arise if Baker Donelson provides services to FUSB; no such relationship is disclosed in current filings—monitor future proxies/8‑Ks for changes .
Director Compensation Context (Program Evidence)
- Program design: Cash retainers plus annual restricted stock (time‑based) under the 2023 Incentive Plan; directors met stock ownership guidelines in 2024 .
- 2024 director compensation example: Cash fees, equity awards, and deferrals were utilized across the Board; totals varied by roles/deferrals (illustrative table in proxy) .
Governance Assessment
-
Positive signals:
- Independence affirmed; assignment to Bank ALCO, IT Steering, and ROC committees leverages legal/transactional expertise for risk, technology, and operational oversight .
- Ownership guideline met on day one (700 shares vs. 400‑share minimum), and Company prohibits hedging/pledging—supports alignment .
- Standard indemnification and clear related‑party policy/procedures reduce governance uncertainty .
-
Risks/Red flags:
- New to the Board—no attendance history yet; monitor participation in 2025–2026 cycle .
- Professional role at Baker Donelson warrants ongoing monitoring for potential engagements with FUSB; none disclosed currently .
- Ordinary‑course banking relationships exist but are on market terms; continue to review for any changes in size/terms that could affect independence perceptions .
-
Broader board context:
- FUSB maintains regular independent executive sessions and had strong director attendance in 2024; say‑on‑pay support was ~86% at the 2024 AGM—indicating generally constructive shareholder sentiment toward governance and pay frameworks .