Thomas S. Elley
Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary at FIRST US BANCSHARES
Executive
About Thomas S. Elley
Thomas S. Elley, age 53, is Senior Executive Vice President, Chief Financial Officer, Principal Accounting Officer, Treasurer and Assistant Secretary of First US Bancshares, Inc. (FUSB) and CFO of First US Bank; he has served as CFO since October 2013 and was elevated to Senior Executive Vice President in May 2022 . A Certified Public Accountant, his prior experience includes senior audit roles at Deloitte & Touche, an accounting policy/controller role at Regions Financial, and an impaired loan accounting role at Iberiabank . Under his finance leadership, company-level metrics showed 2024 net income of $8.17 million and an improvement in pay-versus-performance TSR value to $126.10 (from $101.29 in 2023 and $83.33 in 2022), indicating stronger shareholder returns in 2024 after a weaker 2022–23 span . The Compensation Committee also cited improvement in total shareholder return in 2024 when approving discretionary incentive components for executives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First US Bancshares / First US Bank | Senior EVP (Company) and CFO of Company/Bank; Principal Accounting Officer; Treasurer; Assistant Secretary | Senior EVP since May 2022; CFO since Oct 2013 | Long-tenured CFO leading SEC reporting, regulatory accounting, capital and controllership for holding company and bank |
| Regions Financial Corporation | Vice President, Accounting Policy Manager and Line of Business Controller | Not disclosed | Led accounting policy and line-of-business controllership at a larger regional bank, relevant to regulatory and GAAP rigor |
| Deloitte & Touche LLP | Audit practice (incl. Senior Manager), SEC reporting, regulatory accounting, SOX internal control audits | Jan 2000–Aug 2010; Apr 2011–May 2013 | Deep public company audit/controls expertise; SEC reporting and internal controls |
| Iberiabank Corporation | Impaired Loan Accounting Specialist | Aug 2010–Mar 2011 | Specialty credit accounting (impaired loans) strengthens reserve methodology and credit governance |
| Prior financial institutions | Compliance officer and loan analyst | Not disclosed | Compliance and credit analysis foundation |
External Roles
- None disclosed for Mr. Elley in the company’s proxy materials .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary | $265,200 | $273,200 |
| Target annual bonus (% of salary) | 35.0% target; 17.5% threshold; 52.5% stretch | 35.0% target; 17.5% threshold; 52.5% stretch |
| Actual annual cash incentive paid | $121,990 | $71,657 |
| Stock awards (grant-date fair value) | $42,355 | $43,722 |
Notes:
- 2024 base salary increased from 2023; bonuses varied with performance outcomes as detailed in Performance Compensation .
Performance Compensation
2024 Cash Incentive Program metrics (applied to CEO and CFO) and outcomes:
| Metric (Corporate) | Weight (Elley) | Threshold | Target | Stretch | Actual | Discretion/payout notes |
|---|---|---|---|---|---|---|
| Consolidated pre-tax income | 25% | $9.84m | $12.30m | $14.76m | $10.754m | Below target; contributes to reduced payout |
| Pre-tax ROAA | 30% | 0.90% | 1.12% | 1.34% | 1.00% | Below target |
| Pre-tax ROATCE | 25% | 11.56% | 14.45% | 17.34% | 12.33% | Below target |
| Discretionary (strategic/TSR) | 20% | 80% | 100% | 120% | Approved at 100% | Committee cited strategic reorganization/cost control and TSR improvement |
- 2024 incentive earned (Elley): $71,657 .
- Equity grants: 4,200 restricted shares on Feb 9, 2024 under the 2023 Plan; vest in equal installments on the first three anniversaries (Feb 9, 2025; Feb 9, 2026; Feb 9, 2027) . Prior grants: 2,867 on Feb 10, 2023 (vest annually over three years) and 1,167 on Feb 22, 2022 (vest annually over three years) .
Equity Ownership & Alignment
| Ownership and alignment item | As of Mar 12, 2025 |
|---|---|
| Total beneficial ownership (shares) | 56,663 (less than 1% of outstanding) |
| Components (footnoted) | 25,700 options exercisable within 60 days; 7,534 unvested restricted shares (voting rights) |
| Shares outstanding reference | 5,752,262 shares outstanding (for % calculations in table) |
| Pledging/hedging policy | Pledging and hedging prohibited by Insider Trading Policy; none of the directors/executives currently engage in pledging/hedging |
| Clawback policy | Dodd-Frank compliant clawback adopted Nov 2023; 3-year lookback for erroneously awarded incentive comp; cash incentive recoupment provisions also apply |
Outstanding equity awards (year-end 2024 snapshot):
| Award type | Grant date | Quantity/details | Terms |
|---|---|---|---|
| Stock options (exercisable) | Feb 24, 2016 | 6,100 @ $8.30; expire Feb 24, 2026 | Fully vested; in-the-money vs 12/31/24 close $12.59 |
| Stock options (exercisable) | Feb 22, 2017 | 7,000 @ $14.11; expire Feb 22, 2027 | Out-of-the-money vs 12/31/24 close $12.59 |
| Stock options (exercisable) | Feb 12, 2018 | 6,300 @ $11.71; expire Feb 12, 2028 | In-the-money vs 12/31/24 close $12.59 |
| Stock options (exercisable) | Feb 27, 2019 | 6,300 @ $10.01; expire Feb 27, 2029 | In-the-money vs 12/31/24 close $12.59 |
| Restricted stock (unvested) | Feb 22, 2022 | 1,167 unvested; vest 1/3 annually | Market value $14,693 at $12.59 close |
| Restricted stock (unvested) | Feb 10, 2023 | 2,867 unvested; vest 1/3 annually | Market value $36,096 at $12.59 close |
| Restricted stock (unvested) | Feb 9, 2024 | 4,200 unvested; vest 1/3 annually | Market value $52,878 at $12.59 close |
Stock ownership trend (disclosed periods):
| Date | Beneficial shares | % of class |
|---|---|---|
| Mar 6, 2024 | 61,300 (incl. 35,850 options exercisable within 60 days; 8,234 unvested restricted shares) | 1.05% |
| Mar 12, 2025 | 56,663 (incl. 25,700 options exercisable within 60 days; 7,534 unvested restricted shares) | <1% (asterisk) |
Ownership guidelines: The proxy discloses stock ownership guidelines for non-employee directors (minimum 400 shares), but no executive officer ownership guidelines are disclosed; all directors complied in 2024 .
Employment Terms
- Employment status: CFO since October 2013; Senior Executive Vice President (Company) since May 2022 .
- Employment agreement: None specific to Elley disclosed; only the CEO has an employment agreement .
- Change-in-control (CIC) protection: Amended CIC Agreement provides, upon a qualifying termination within 18 months post-CIC, a lump sum equal to 200% of (base salary + target bonus), plus pro rata target bonus and reimbursement of health continuation costs; a voluntary resignation without “good reason” within six months post-CIC yields 100% of the Severance Benefit (i.e., 1x vs 2x), with associated non-compete periods of one or two years, respectively .
- Non-compete/non-solicit: Two years post-termination when 200% Severance Benefit is paid; one year if only 100% Severance Benefit is paid (voluntary resignation without good reason within six months post-CIC) .
- Clawback: Company-wide clawback policy (adopted Nov-2023) and cash incentive recoupment triggers as noted above .
- Hedging/pledging: Prohibited by policy; no current pledging/hedging by officers/directors .
- Perquisites and other benefits (illustrative 2024 amounts): 401(k) contributions $13,800; LTD premiums $346; AD&D $96; automobile allowance $7,200; cell phone fees $1,170; club fees $1,623; total “All Other Compensation” $24,799 .
Performance & Track Record (Company-level indicators)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net income ($ thousands) | $6,864 | $8,485 | $8,170 |
| TSR – value of initial $100 | $83.33 | $101.29 | $126.10 |
- The Compensation Committee cited 2024 TSR improvement when approving 2024 discretionary bonus components for executives .
- Advisory say-on-pay approval was ~86% at the April 25, 2024 Annual Meeting; the Committee made no significant structural changes for 2025, emphasizing performance, alignment and retention .
Compensation Peer Group (for benchmarking)
Willis Towers Watson advised on the 2024 peer group; companies were chosen for similar industry/location, Nasdaq listing, and assets between 0.5x–2.0x First US Bank . Examples include Colony Bankcorp ($3,053m assets; $272m market cap) and Southern States Bancshares ($2,447m assets; $291m market cap) among others .
| Company | Assets ($mm) | Market cap ($mm) |
|---|---|---|
| Colony Bankcorp, Inc. | 3,053 | 272 |
| Investar Holding Corporation | 2,815 | 182 |
| Southern States Bancshares, Inc. | 2,447 | 291 |
| First Community Corporation | 1,828 | 172 |
| Peoples Bancorp of North Carolina, Inc. | 1,636 | 168 |
| Citizens Holding Company | 1,405 | 51 |
| Auburn National Bancorporation, Inc. | 975 | 65 |
| Bank of the James Financial Group, Inc. | 969 | 62 |
| Affinity Bancshares, Inc. | 843 | 138 |
| United Bancorp, Inc. | 819 | 74 |
| Village Bank and Trust Financial Corp. | 737 | 70 |
| Bank of South Carolina Corporation | 640 | 68 |
Compensation Structure Analysis
- Mix and trends: Base salary increased modestly in 2024; lower bonus vs 2023 reflects below-target achievement on pre-tax income, ROAA, and ROATCE despite discretionary at 100% for strategic/TSR factors .
- Equity emphasis and vesting: Time-based restricted stock with straight-line 3-year vesting supports retention; no options granted since 2020 (though legacy options remain outstanding) .
- Governance safeguards: No tax gross-ups for NEOs; repricing of equity is prohibited; robust clawback; hedging/pledging banned .
- Say-on-pay: Strong support (~86%) indicates general shareholder alignment with executive pay design .
Vesting Schedules and Insider Selling Pressure
- Upcoming vesting tranches (time-based RS): 2024 grant vests on Feb 9, 2026 and Feb 9, 2027 (1/3 each remaining); 2023 grant vests on Feb 10, 2026 (final 1/3); 2022 grant vests completed by Feb 22, 2025 (if not already fully vested), all per “equal increments on the first three anniversaries” .
- Option expirations likely to influence exercise/sales timing: 6,100 options at $8.30 expiring Feb 24, 2026; 7,000 options at $14.11 expiring Feb 22, 2027; 6,300 at $11.71 expiring Feb 12, 2028; 6,300 at $10.01 expiring Feb 27, 2029 . At 12/31/24 price ($12.59), 2016/2018/2019 grants were in-the-money, while 2017 was out-of-the-money, which can influence exercise/holding decisions (price reference solely as of 12/31/24) .
- Forced-selling risk mitigants: Pledging/hedging prohibited and not utilized by executives, reducing potential margin-call or hedged unwind pressure .
Risk Indicators & Red Flags
- No executive pledging/hedging; hedging and pledging are prohibited .
- No tax gross-ups for NEOs; no active SERPs .
- Equity award repricing not permitted under the 2023 Incentive Plan .
- Related party loans must be on market terms; no specific related-party concerns disclosed regarding Mr. Elley .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval ~86%; the Compensation Committee maintained structure for 2025 emphasizing performance alignment and retention objectives .
Employment & Contracts (CFO-specific)
- CIC economics: 2.0x multiple of salary+target bonus on double-trigger within 18 months post-CIC; 1.0x multiple on voluntary resignation without good reason within six months post-CIC; pro rata target bonus and health continuation reimbursements also provided; non-compete 2 years (or 1 year for 1.0x case) .
Investment Implications
- Alignment and retention: Elley holds meaningful unvested restricted stock and legacy options; straight-line vesting and option expirations (notably 2026) may create episodic supply as tranches vest/expire, but anti-pledging policies reduce forced-sale risks .
- Pay-for-performance linkage: 2024 bonus compression (vs 2023) tracks below-target pre-tax profitability metrics, while discretionary credit recognized strategic/cost actions and improved TSR—consistent with balanced incentives tied to profitability and shareholder returns .
- Governance quality: Strong say-on-pay support, clawback adoption, and no repricing/gross-ups signal discipline; CIC terms (2x) are typical for banks of similar size and, paired with non-compete obligations, modestly raise potential deal-related retention costs without appearing excessive .
- Trading signals to monitor: 2025–2027 RS vesting calendar and the Feb 2026 option expiry (6,100 at $8.30) are the near-term dates most likely to influence insider exercise/sale activity; monitor Form 4 filings around these events for incremental supply signals .