J. Richard Cashio
About J. Richard Cashio
J. Richard Cashio (age 67) is an independent director of ServisFirst Bancshares, Inc. and ServisFirst Bank, serving on the board since 2007 and the Bank board since its inception in May 2005. He is a retired industrial executive and private investor; he served as CEO of TASSCO, LLC (2005–Jan 2014) and CEO of Tricon Metals & Services, Inc. (2000–sale in Oct 2008) . The board deems him independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TASSCO, LLC | Chief Executive Officer | 2005–Jan 2014 | Led a successful industrial enterprise; brings operating and customer perspectives to the board |
| Tricon Metals & Services, Inc. | Chief Executive Officer | 2000–Oct 2008 (sale) | Industrial leadership experience; target customer group perspective |
External Roles
- No other public company directorships are disclosed in the proxy; biography lists operating roles and private investor status without external public boards .
Board Governance
- Committee assignments (2025): Audit Committee (Member), Compensation Committee (Member), Corporate Governance & Nominations Committee (Chair) .
- Independence: The CG&N Committee determined he is independent; 6 of 7 current directors are independent .
- Attendance: Board held 8 meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting via webcast. In 2023, the board held 9 meetings with at least 75% attendance for each director; all attended the annual meeting via webcast .
- Committee activity levels: Audit Committee met 4 times in 2024 ; Compensation Committee met 8 times in 2023 .
- Engagement: The Bank Board and loan committee meet monthly with management to review loans, credit loss issues, and other risk areas, providing ongoing oversight of risk management .
- Board leadership context: Lead Independent Director is James J. Filler; independent director executive sessions and responsibilities are specified in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $73,000 | $77,000 |
| Stock Awards ($) | $50,012 (964 shares at $51.88; grant date Apr 17, 2023) | $59,976 (921 shares at $65.12; grant date May 20, 2024) |
| Total ($) | $123,012 | $136,976 |
| Vesting Term | 1-year time-based RSUs | 1-year time-based RSUs |
Director fee schedule (2024):
- Annual board retainer $50,000; Lead Independent Director $30,000; Audit Member $8,000; Audit Chair $15,000; Compensation Member $6,000; Compensation Chair $10,000; CG&N Member $4,000; CG&N Chair $9,000 .
Performance Compensation
- No performance-based director compensation elements are disclosed; director equity grants are time-vested restricted stock (no TSR/ESG metrics, options, or PSUs for directors) .
Other Directorships & Interlocks
| Item | Status | Detail |
|---|---|---|
| Other current public company boards | Not disclosed | No external public boards listed in proxy biography |
| Compensation Committee interlocks | None | No member served as an officer/employee; no executive officer served on another company’s compensation committee employing any SFBS director |
Expertise & Qualifications
- Former CEO of successful industrial enterprises (TASSCO; Tricon), providing business execution experience and perspective of target customer groups valued by the board .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 545,541 | |
| Ownership (% outstanding) | 1.0% | |
| Spouse holdings included | 102,000 shares (disclaimed not directly owned) | |
| Daughter holdings excluded | 28,752 shares (not included) | |
| Pledged shares (ServisFirst Bank) | 51,628 (security for a loan) | |
| Pledged shares (J.P. Morgan) | 112,000 (security for a line of credit) | |
| Director RSUs outstanding | 921 shares granted May 20, 2024; one-year vesting term | |
| Director group ownership context | Non-employee directors collectively owned ~4.5% as of Mar 26, 2025 |
Stock ownership framework:
- No formal stock ownership guidelines adopted; board cites high ownership levels. Using Dec 31, 2024 market price and Mar 26, 2025 holdings, each non-employee director held common stock valued over 8x the 2024 annual retainer; average multiple cited as 690x the annual retainer .
Policies on hedging/pledging:
- Hedging prohibited; pledging requires approval by the Insider Trading Compliance Officer. Historically, limited pledging has been approved to allow retention of holdings amid strong stock performance since the 2014 IPO .
Related party transactions context:
- SFBS discloses related-party banking transactions with directors/officers on market terms; aggregate indebtedness to the Bank was ~$42.4 million as of Dec 31, 2024 (2.6% of total equity capital); no related-party loans reported as past due/nonaccrual/TDR for 2024 . In 2023, aggregate indebtedness was ~$39.8 million (2.8% of total equity capital) with similar credit quality disclosures .
Governance Assessment
- Strengths:
- Independent director with long tenure, committee leadership (CG&N Chair), and service on Audit and Compensation committees .
- Documented attendance thresholds met; recurring monthly engagement via Bank Board/loan committee reflects active risk oversight .
- Clear restrictions on hedging; formal clawback policy adopted per NYSE Rule 10D-1; strong say-on-pay support (97.3% approval in 2024), indicating investor confidence in compensation governance .
- Peer benchmarking used for executives and directors to align market competitiveness .
- Red flags / monitoring:
- Pledging of Company stock (51,628 shares to ServisFirst Bank; 112,000 shares to J.P. Morgan) introduces potential forced-selling risk and perceived conflict, though policy allows limited pledging with approval .
- Related-party banking exposure is material at the aggregate level; while on market terms with sound credit quality, this necessitates continued robust Audit Committee oversight to mitigate perceived conflicts .
Overall: Cashio brings relevant operating expertise and is an engaged, independent director with leadership on nominations/governance. The primary governance risk is pledged shares—approved under policy but warrants monitoring given potential alignment/forced-sale dynamics in stress scenarios .