David A. Kinross
About David A. Kinross
David A. Kinross (age 60) serves as Senior Vice President and Chief Financial Officer of United Security Bancshares (UBFO) and United Security Bank, a role he has held since 2022 . During 2024, UBFO’s net income declined to $14.783 million from $19.796 million in 2023, and book value per share increased to $7.51 (from $7.14), with deposits rising to $1.058 billion (from $1.004 billion) . Total shareholder return (TSR) for 2024 was 125.80 versus peer group TSR of 109.67; for 2023, UBFO TSR was 121.33 versus peer TSR of 109.38 . Kinross’s incentives are tied to core net income before tax (CNIBT), non-performing assets (NPA) ratio, deposit growth, and regulatory outcomes, aligning pay with performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Security Bancshares / United Security Bank | SVP & Chief Financial Officer | 2022–present | Oversees finance, capital and liquidity; incentive plan centered on CNIBT, NPA, deposit growth and regulatory outcomes |
External Roles
No external directorships or public-company board roles are disclosed for Kinross in the company’s proxy and filings .
Fixed Compensation
| Year | Base Salary ($) | Non-Equity Incentive Plan ($) | Non-Equity Incentive (% of Base) | Stock Awards ($) | All Other Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 288,558 | 64,024 | 22.2% | 764,499 | 68,193 (auto $12,000; 401(k) $13,800; health insurance $42,393) |
| 2023 | 275,000 | 80,781 | 29.4% | 115,336 | 63,294 (auto $12,000; 401(k) $12,962; health insurance $38,332) |
Performance Compensation
Short-Term (Annual) Incentives – 2024 Structure and Results
| Metric | Weight | Threshold | Maximum | Actual 2024 | Payout Outcome |
|---|---|---|---|---|---|
| CNIBT Growth | 50% (Kinross) | (27.00)% | (7.00)% | (18.70)% | Earned; contributed to 22.2% payout |
| NPA Ratio | 20% (Kinross) | 1.75% | 1.10% | 1.42% | Earned; mid-range |
| Regulatory Results | 20% (Kinross) | — | — | Outcome earned (not publicly disclosed) | Earned |
| Deposit Growth | 10% (Kinross) | (15.3)% | (3.3)% | (10.35)% | Earned; below max |
| Total Payout | — | — | — | — | 22.2% of base; $64,024 |
Long-Term Incentives – Awards and Vesting
| Award | Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| 2024 LTI | Dec 17, 2024 | Restricted Stock Award (RSA) | 5,603 | 57,487 | 33.3% vested immediately Dec 17, 2024; 33.3% Dec 1, 2025; 33.4% Dec 1, 2026 |
| 2024 LTI | Jan 3, 2024 | RSA | 14,435 | Not separately disclosed in 2024 SCT; included in Stock Awards expensed | 20% per year over five years beginning Dec 1, 2024 through Dec 1, 2028 |
| 2023 LTI | Jan 22, 2023 | RSU | 7,500 | Not separately disclosed beyond RSU grant; included in 2023 Stock Awards | 33.3% vest on Dec 29, 2023; Dec 29, 2024; Dec 29, 2025 |
| 2023 RSA (granted in 2024) | Jan 3, 2024 | RSA | 87,610 | 708,765 | Immediate vesting of 8,761 shares; remainder vests annually (8,761 shares per year) through Dec 1, 2032 |
Option awards: None outstanding for Kinross; no options exercisable/unexercisable reported .
Equity Ownership & Alignment
| Beneficial Ownership (Shares) | % of Shares Outstanding | Voting/Investment Powers | Unvested RSAs/RSUs (Shares) | Market Value of Unvested ($) | Options (Exercisable) | Pledging/Hedging |
|---|---|---|---|---|---|---|
| 118,597 | 0.7% (of 17,475,927 shares) | Shared voting/investment with spouse | 96,632 | 975,983 | None | Insider Trading Policy with black-out periods; no pledging policy disclosed |
Stock ownership guidelines: Not disclosed in proxy/10-K .
Clawback: Company adopted clawback policy to recover erroneously received incentive pay; employment agreements include clawback language for misconduct-related restatements .
Employment Terms
| Item | Details |
|---|---|
| Employment Start Date | Nov 1, 2022 (SVP & CFO) |
| Agreement Term | Automatically renews; current term terminates Dec 31, 2026 (two-year successive terms) |
| Severance (no CIC) | 12 months’ base salary plus 12 months’ group medical or COBRA continuation upon involuntary termination without cause or voluntary termination for Good Cause |
| Change-in-Control (CIC) | If terminated within one year following a CIC (double trigger), lump-sum equal to 24 months’ then-current base salary plus 24 months’ group medical or COBRA continuation; reduced if necessary to avoid 280G excess parachute payments |
| Potential CIC Economics (as of 12/31/2024) | Cash payment: $657,957; potential gain from acceleration of unvested equity: $975,983; total potential: $1,633,940 |
| Non-compete / Non-solicit | Not expressly disclosed; agreement includes confidentiality, arbitration, and notice provisions |
Investment Implications
- Pay-for-performance alignment: Kinross’s 2024 annual incentive fell to 22.2% (from 29.4% in 2023) as CNIBT declined and deposit growth contracted; performance metrics (CNIBT, NPA, deposit growth, regulatory) calibrate payouts with operating outcomes .
- Equity overhang and selling pressure: Significant multi-year, time-based vesting includes RSUs (Dec 29, 2024/2025) and RSAs (Dec 1, 2025/2026; annual 8,761-share tranches through 2032), creating recurring windows for potential insider selling to meet tax/liquidity needs .
- Alignment and protections: Material personal ownership (0.7%) and large unvested equity (market value ~$976k) align interests; clawback and black-out periods strengthen governance, while CIC protections are double-trigger with 280G cap—shareholder-friendly (no excise tax gross-ups) .
- Risk flags: No option repricing; no related-party transaction concerns noted; late Section 16 filings did not involve Kinross (2025 list cites other officers), reducing governance risk perceptions .
- Company performance context: 2024 TSR outpaced peers despite net income decline, suggesting market confidence; however, lower CNIBT and deposit dynamics can constrain future bonuses and capital flexibility—watch funding costs and asset quality given incentive metrics .
Appendix: Additional Data Tables
Pay Versus Performance (Company-level context)
| Year | PEO SCT Total ($) | PEO Compensation Actually Paid ($) | Avg Non-PEO NEO SCT Total ($) | Avg Non-PEO NEO Compensation Actually Paid ($) | UBFO TSR (Value of $100) | Peer TSR (Value of $100) | Net Income ($) | CNIBT Growth (YoY) |
|---|---|---|---|---|---|---|---|---|
| 2024 | 1,140,887 | 1,114,342 | 971,835 | 960,952 | 125.80 | 109.67 | 14,783,000 | (18.70)% |
| 2023 | 941,187 | 1,017,283 | 521,233 | 503,463 | 121.33 | 109.38 | 19,796,000 | 12.70% |
2024 Executive Compensation Program Summary (Company-level)
| Element | Fixed/Variable | Annual/Long-Term | Cash/Equity | Purpose |
|---|---|---|---|---|
| Base Salary | Fixed | Annual | Cash | Attract/retain talent |
| Annual Incentive | Variable | Annual | Cash | Motivate one-year performance |
| RSUs/RSAs | Variable | Long-Term | Equity | Align with long-term shareholder value; retention |
Beneficial Ownership (as of Mar 1, 2025)
| Holder | Shares | % of Class |
|---|---|---|
| David A. Kinross (SVP & CFO) | 118,597 | 0.7% |
Notes: Outstanding common shares were 17,475,927 as of the record date for the 2025 meeting .