Tracy E. Thompson
About Tracy E. Thompson
Independent director of First US Bancshares, Inc. since November 20, 2024; age 66. Co‑founder of Focus Health Group (health services; CEO since 2018) and ZeniMedical (wound care; CEO since 2019); previously Chairman and CEO of The Peoples Bank prior to its acquisition by First US Bank in 2018. He is also an entrepreneur and real estate investor/partner (e.g., Crescent at Ebenezer) with extensive operating experience in banking, healthcare distribution, and property development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Focus Health Group | Co‑Founder; Chief Executive Officer | CEO since 2018 | Operates low‑cost generic pharmaceutical distribution; brings healthcare supply chain perspective to board |
| ZeniMedical | Co‑Founder; Chief Executive Officer | CEO since 2019 | Wound care/dressing solutions; healthcare product operations experience |
| The Peoples Bank | Chairman of the Board; Chief Executive Officer | Prior to FUSB’s 2018 acquisition | Former bank leader; local market and credit expertise |
| Various real estate ventures | Investor/Partner (e.g., Crescent at Ebenezer) | Ongoing | Real estate development/investment insights |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crescent at Ebenezer (luxury apartments) | Partner | Ongoing | Knoxville real estate partnership |
| Personal real estate holdings | Owner/Developer | Ongoing | Property development/investments |
Board Governance
- Independence: Board determined Thompson is independent after reviewing relationships; FUSB leases certain properties from entities affiliated with him, but amounts were not material and negotiations were on standard terms; independence affirmed .
- Committee assignments: Not listed as a member of Audit, Compensation, Nominating & Corporate Governance, or Executive Committees for 2024; these committees’ rosters do not include Thompson .
- Attendance: In 2024 the Board met 10 times plus one special meeting; all incumbent directors attended at least 75% of Board and committee meetings; independent director executive sessions are held at least twice yearly .
- Board leadership: CEO James F. House named Board Chair in January 2025; Robert Stephen Briggs serves as Lead Independent Director and Vice Chair .
Fixed Compensation
| Component | Structure | 2024 Amount for Thompson |
|---|---|---|
| Annual director cash retainer | $24,000 annual retainer for non‑employee directors; +$10,000 for Lead Independent Director; +$10,000 for non‑executive Chair; committee chair retainers: Audit $7,500; others $5,000; equalization stipend used to align pay among directors | $2,417 (pro‑rated given election on Nov 20, 2024) |
| Deferral plan (optional) | Non‑employee directors can defer fees (cash or share units), with returns linked to FUSB stock or SOFR+75bps | None disclosed for Thompson in 2024 |
Performance Compensation
| Equity Component | Structure | 2024 Director Grant | Thompson Status |
|---|---|---|---|
| Restricted stock (directors) | Shares granted under 2023 Incentive Plan; 2024 grants vested in full on first anniversary of grant; directors entitled to vote/dividends during restriction | Total 12,200 shares awarded to directors on Feb 9, 2024 | No 2024 grant shown for Thompson; elected Nov 20, 2024 |
| Unvested restricted shares (as of Mar 12, 2025) | Outstanding unvested director RS | — | 1,500 shares unvested (voting rights) |
No director‑level performance metrics are tied to compensation; equity awards are time‑vested restricted stock under the 2023 Incentive Plan .
Other Directorships & Interlocks
| Company | Role | Nature |
|---|---|---|
| None disclosed | — | Thompson’s biography does not list any current public company directorships; his roles are in private companies and prior bank leadership . |
Expertise & Qualifications
- Banking operations and leadership from prior service as Chairman/CEO of The Peoples Bank; real estate investing; healthcare product distribution leadership (Focus Health Group, ZeniMedical). The Board cites his extensive business experience in operating a bank and investing in real estate as valuable insight for FUSB .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notable Details |
|---|---|---|---|
| Tracy E. Thompson | 108,541 | 1.89% | Includes 1,500 unvested restricted shares (voting rights) |
| Ownership guidelines (non‑employee directors) | Must own at least 400 shares; all non‑employee directors complied during 2024 | — | Directors expected to develop meaningful ownership over time |
| Hedging/pledging | Prohibited by Insider Trading Policy; none of the directors or executive officers currently engage in pledging or hedging | — | Strengthens alignment with shareholders |
Related‑Party Transactions and Conflicts
| Transaction | Counterparty | Amount | Terms/Board View |
|---|---|---|---|
| Property leases | LLC solely owned by Thompson | $301,524 (2023); $160,064 (2024) | Negotiated on same basis/terms as similar company leases; Board assessed immateriality and affirmed Thompson’s independence |
Risk Indicators & Signals
- Related‑party exposure: Ongoing lease relationships with Thompson‑affiliated entities represent a recurring related‑party transaction; Board deemed amounts not material and terms standard, preserving independence. Continued monitoring is prudent given potential perception risk in small‑cap banks .
- Attendance/engagement: Board reports ≥75% attendance for incumbents and regular executive sessions, supporting baseline governance engagement .
- Say‑on‑pay climate: 2024 say‑on‑pay approval at ~86% indicates supportive shareholder sentiment toward compensation governance practices, lowering immediate governance risk pressure .
Governance Assessment
- Alignment: Thompson holds a meaningful stake (1.89% of shares; 108,541 shares) and is subject to strict anti‑pledging/hedging rules, supporting shareholder alignment .
- Independence with scrutiny: The Board’s explicit review concluded lease payments to his entities were not material and did not impair independence; however, the presence of related‑party leases is a visible governance flag that merits ongoing disclosure and oversight .
- Committee influence: Thompson is not listed on Audit, Compensation, Nominating & Governance, or Executive Committees for 2024, limiting direct influence over key oversight areas; as tenure progresses, committee placement could signal deeper governance engagement .
- Compensation structure: Pro‑rated cash fees in 2024 with time‑vested RS aligning director incentives to long‑term value; no performance metrics or option repricing permitted for directors under plan controls .
- Overall: No legal proceedings or Section 16(a) issues disclosed for Thompson; governance posture appears sound with one monitorable related‑party exposure and solid ownership alignment. Shareholder support trends and board attendance further mitigate governance risk signals .