Brian C. Tkacz
About Brian C. Tkacz
Independent director of United Security Bancshares since 2017; age 48. Senior Director/Managing Director in Global IT Managed Services at Markel Corporation (2019–present); MBA from UVA Darden and BS in Managerial Economics from Cornell, with 20+ years in large-scale IT strategy and delivery roles . The Board affirmed his independence in 2025 (inside directors are Dennis R. Woods and Nabeel Mahmood) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
The proxy provides experience depth (20+ years) but does not enumerate prior employers or titles beyond current Markel role .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None (public company boards) | — | — | The proxy states no director serves on other SEC‑reporting company boards . |
Board Governance
- Current committees: Compensation Committee (member in 2024; named Chairman by March 25, 2025) ; Corporate Governance/Nominating Committee member in 2024 .
- Independence: Board determined Tkacz is independent under NASDAQ and company standards .
- Attendance: Board met 9 times in 2024; other than Jay Gill (missed four), no director fell below 75% attendance—implies Tkacz met the 75% threshold .
- Lead independent director: Kenneth D. Newby; independent directors held nine executive sessions in 2024 .
- Committee cadence: Compensation Committee met twice in 2024; Corporate Governance/Nominating met twice .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Fees Earned (Cash) | $14,326 | Non‑employee directors split compensation 50/50 cash and stock awards . |
| Stock Awards (FMV) | $15,544 | Quarterly stock awards on Feb 27, Jun 25, Sep 24, Dec 17, 2024 . |
| Total Director Compensation | $29,870 | Sum of cash and stock awards . |
Director fee schedule (structure applicable in 2024):
- Board meeting fee: $1,610 per director per month .
- Chair premiums: Audit/Comp/Governance/IT chair $575 per meeting; 401(k) chair $403 per meeting .
- Committee meeting fees: Governance/ALCO/401(k) $288; Audit/Comp/IT/Loan $403; Executive Committee $230; Lead Director $345/month; Chairperson $345/month; Lead Director facilitation $345/month .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity awards | Quarterly stock awards (50% of monthly fees paid in stock) | No performance conditions; awards align director pay with shareholder interests . |
| Options under legacy plan | Outstanding companywide under 2015 plan | Company has not granted new options in >10 years; legacy outstanding options remain under 2015 plan . |
No director performance targets (e.g., TSR, financial KPIs) are disclosed for non‑employee directors; the mix is fee-based cash and equity .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None (public companies) | — | — | Proxy states no directors serve on other SEC‑reporting boards . |
Expertise & Qualifications
- IT and operations leadership with >20 years in large-scale strategy and delivery, including analytical problem solving and business/IT execution; P&L ownership in financial services/insurance .
- MBA (UVA Darden); BS Managerial Economics (Cornell) .
- Governance: Member, Corporate Governance/Nominating; Chair, Compensation Committee (2025), indicating familiarity with pay governance and consultant oversight .
Equity Ownership
| Metric (as of Mar 1, 2025) | Amount | Detail |
|---|---|---|
| Total beneficial ownership (shares) | 30,272 | Includes shares with sole/shared voting rights and options exercisable within 60 days . |
| Ownership % of shares outstanding | 0.2% | Based on 17,475,927 shares outstanding . |
| Stock options exercisable (≤60 days) | 15,000 | Legacy options under equity plans . |
| Pledged shares | Not disclosed | No pledge disclosures in proxy; insider trading policy prohibits misuse of MNPI . |
Insider Trades
| Item | Count/Date | Notes |
|---|---|---|
| Late Form 4 filings | 1 (2024) | Company notes a single late Form 4 by Brian Tkacz for 2024; specifics not provided in proxy . |
Compensation Committee Analysis
- Composition: Two independent directors (Hammack, Tkacz) in 2024; Tkacz named Committee Chair in March 2025 .
- Consultant: Pearl Meyer engaged for benchmarking and program design; independent, no other services to company .
- Peer group: Regional banks selected by size/geography/operations (American Riviera Bancorp; California BanCorp; Community West Bancshares; FFB Bancorp; First Financial Northwest; First Northern Community Bancorp; Oak Valley Bancorp; Plumas Bancorp; Provident Financial Holdings; Riverview Bancorp; Sound Financial Bancorp; Summit State Bank; Timberland Bancorp) .
- Governance practices: Clawback policy for erroneously received incentive comp; no option repricing/buyouts; no excise tax gross‑ups; multiple performance measures for executives; awards aligned to long‑term value .
Related-Party Transactions and Conflicts
- Banking relationships: Directors/officers (and affiliates) may have ordinary‑course banking transactions (including loans) on market terms; company discloses related‑party loans are at prevailing terms and normal risk, compliant with law .
- Specific conflicts: None disclosed for Tkacz. Independence affirmed; no charitable/commercial ties deemed material by Board review .
- RED FLAG: One late Form 4 filing noted (administrative) .
Governance Assessment
- Strengths: Independent status; active committee roles including Compensation Chair; pay structure for directors emphasizes equity alignment (50% stock); use of independent comp consultant; robust clawback and insider trading policies; regular executive sessions under Lead Independent Director .
- Watch items: Compensation Committee size (two members) may limit breadth of perspectives; legacy option holdings (15,000 options) warrant monitoring under any new equity plan transitions; administrative late Form 4 indicates need for continued compliance vigilance .
- Attendance/engagement: Met ≥75% threshold; Board held 9 meetings and numerous executive sessions; committee activity present (Compensation and Governance each met twice) .