Dennis R. Woods
About Dennis R. Woods
Dennis R. Woods (age 77) is Chairman, President, and Chief Executive Officer of United Security Bancshares (UBFO) and United Security Bank; he has served as the Bank’s President and CEO since 1993 and as a director since 2001, and is the founding chairman of the Bank . He has extensive operating background as a former owner/operator of a regional food distribution business, plus decades of experience in real estate and permanent crops, and he has served on multiple for‑profit and non‑profit boards in California’s Central Valley . Performance context: in 2024 UBFO reported net income of $14.8M (down from $19.8M in 2023), with deposits and loans modestly higher, book value per share up to $7.51, and company TSR index value at 125.80 (vs. 121.33 in 2023) .
| Performance Indicator | 2023 | 2024 |
|---|---|---|
| Net Income ($) | $19,796,000 | $14,783,000 |
| Book Value/Share ($) | $7.14 | $7.51 |
| Total Deposits ($) | $1,004,477,000 | $1,057,622,000 |
| Total Net Loans ($) | $904,384,000 | $912,416,000 |
| Company TSR (Value of $100) | 121.33 | 125.80 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Security Bank | President & CEO | 1993–Present | Foundational leadership; strategic plan development; mission/vision setting |
| United Security Bancshares | Director (Chairman) | 2001–Present | Board leadership and agenda-setting as combined CEO/Chair |
| Hestbeck’s Incorporated | President, CEO, 50% Shareowner | ~20+ years (prior to bank) | Operating, distribution, and P&L leadership |
| Real estate and agriculture ventures | Owner/Investor | 1980–Present | Asset stewardship, diversification, ag market insight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pacific Coast Bankers’ Bank | Director | — | Banking network/industry connectivity |
| CSU Fresno Bulldog Foundation | Director | — | Regional ties and development |
| State Center Community College | Director | — | Community engagement |
| United Way of Fresno County | Director | — | Non-profit governance |
| Northern California Loan Fund Advisory | Advisory/Director | — | Credit development perspective |
| Denwoods Farm Company | Director | — | Agricultural operations exposure |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $633,298 | $664,521 |
| All Other Compensation ($) | $96,928 | $108,816 |
| All Other Compensation Detail ($) | Auto: $18,316; Club: $3,600; 401(k): $13,200; Health: $38,332; Director Fees: $23,480 | Auto: $24,592; Club: $3,600; 401(k): $13,800; Health: $42,393; Director Fees: $24,431 |
| Total Compensation ($) | $941,187 | $1,140,887 |
Notes:
- Director fees for Mr. Woods are included in “All Other Compensation” and were partially paid in restricted stock (1,565 shares across four 2024 dates; grant-date FV $12,717) .
- Executive perquisites include a company vehicle and country club dues .
Performance Compensation
Annual Incentive Plan design emphasizes core profitability and risk/quality:
| Metric (Woods) | Weight | 2024 Performance Bands | 2024 Result | Payout Result |
|---|---|---|---|---|
| Core Net Income Before Tax (CNIBT) | 50% | Threshold to Max: (27.0)% to (7.0)% growth bands | (18.70)% | Earned within schedule per bands |
| NPA Ratio | 15% | Threshold to Max: >1.75% to <1.10% | 1.42% | Earned within schedule per bands |
| Regulatory Results | 15% | Qualitative (not disclosed) | Earned | Earned |
| Deposit Growth | 20% | Threshold to Max: <(15.25)% to >(3.25)% | (10.35)% | Earned within schedule per bands |
Payouts:
- 2024 AIP payout: 22.3% of base salary = $147,856 for Mr. Woods (max opportunity 45% of base) .
- Committee applied no discretionary adjustment for 2024 payouts .
Long-Term Incentives (Equity):
| Grant/Type | Shares | Grant-Date FV ($) | Vesting |
|---|---|---|---|
| 12/17/2024 Restricted Stock Award (RSA) | 12,903 | $132,385 | 33.3% vested on 12/17/2024; 33.3% on 12/1/2025; 33.4% on 12/1/2026 |
| 2024 LTI Target Level | — | 20% of 2024 salary; target value $132,904 | Implemented via RSA above |
Investor-relevant features:
- Clawback policy covers erroneously received incentive-based compensation for the prior 3 completed fiscal years upon accounting restatement; agreements include misconduct-based recovery provisions .
- Compensation practices explicitly avoid excise tax gross-ups and single-trigger vesting on change-in-control; no option repricing .
- Equity award timing restricted around material nonpublic information release windows .
Equity Ownership & Alignment
| Ownership Detail | Figure |
|---|---|
| Beneficial Ownership (Shares) | 1,174,429 |
| % of Outstanding | 6.7% |
| Ownership Structure Notes | Shared voting/investment power over 895,583 shares (trust/wife’s IRA); disclaims 43,258 shares in wife’s IRA |
| Unvested RSAs at 12/31/2024 | 8,602 shares; $86,880 market value |
| Stock Options | None outstanding for Mr. Woods |
| Shares Outstanding (Record Date) | 17,475,927 (3/26/2025) |
Alignment and potential selling pressure:
- Upcoming vesting events on 12/1/2025 and 12/1/2026 for the 12/17/2024 RSA grant may create episodic supply; company imposes trading blackouts around quarter-ends and MNPI events .
- The proxy does not disclose any pledging of shares by Mr. Woods; no executive stock ownership guidelines are described in the filing .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Employment agreement initially effective 4/28/2015; auto-renews in successive 3‑year terms; current term through 12/31/2026 |
| Base Salary Setting | Board may review/increase; eligible for discretionary and programmatic incentives |
| Severance (no CIC) | If involuntary termination without cause or voluntary for “Good Cause”: 24 months base salary plus 24 months medical benefits/COBRA |
| Change-in-Control (CIC) | If terminated within 1 year post-CIC: lump sum equal to 3 years’ base salary plus bonus, plus 36 months medical benefits/COBRA, subject to 280G cutback |
| Estimated CIC Payments (12/31/2024 basis) | Cash: $2,193,052; Equity acceleration: $86,880; Total: $2,279,932 |
| Clawback | Policy aligned with SEC rules; agreements include misconduct recovery |
| SERP | Fully vested; $100,000 per year for 15 years upon retirement; present value $1,068,075 |
Board Governance
- Roles: Combined Chairman and CEO (Woods); Board determined this structure remains effective given founder context and strategic leadership; Lead Independent Director (Ken Newby) oversees regular executive sessions of independent directors (nine sessions in 2024) .
- Independence: All directors other than Woods and Nabeel Mahmood (due to 2022 interim CIO consulting) are independent; all Audit, Compensation, and Governance/Nominating committee members are independent .
- Board/Committee Activity: Board held nine meetings in 2024; all directors except one met ≥75% attendance across Board/committees .
- Director Fees (structure): Non-employee directors are paid 50/50 cash/stock; committee and chair premiums specified; Woods does not receive committee fees; his director meeting fees included in his “All Other Compensation” .
Compensation Structure Analysis
- Cash vs equity mix: 2024 introduced a consistent LTI framework at ~20% of salary in RSAs/RSUs with multi-year vesting to strengthen retention and alignment; Woods received a $132k RSA in December 2024 .
- Annual incentive rigor: 2024 payouts reflected underperformance in core profit growth and deposit growth but within threshold bands, delivering 22.3% of salary vs 45% max for Woods; no discretionary adjustments were used .
- Governance safeguards: No single-trigger vesting on CIC; no excise tax gross‑ups; clawback policy in effect; award timing limits around MNPI .
- Benchmarking: Peer group across CA/NV/WA banks with 2/3–2× size filter; independent consultant (Pearl Meyer); Committee does not target a specific market percentile for pay .
Related Party Transactions
- Ordinary-course related party lending to directors/executives and affiliates on market terms with normal risk; compliant with applicable law; no material transactions of concern disclosed for 2024 .
Performance & Track Record
| Item | 2023 | 2024 |
|---|---|---|
| Company TSR (Value of $100) | 121.33 | 125.80 |
| Net Income ($) | $19,796,000 | $14,783,000 |
| Deposit Growth (YoY) | — | (10.35)% |
| CNIBT Growth (YoY) | 12.70% (core pre-tax) | (18.70)% (core pre-tax) |
Highlights:
- 2024 saw pressure on profitability (higher cost of funds, down core profit), but book value per share rose and deposits/loans increased modestly; allowance for credit losses also edged higher .
- AIP metrics incorporate asset quality (NPA) and regulatory results, supporting risk-sensitive incentive design .
Equity Vesting Calendar (Potential Supply Indicators)
| Award | Shares | Upcoming Vest Dates |
|---|---|---|
| 12/17/2024 RSA | 12,903 | 12/1/2025 (33.3%); 12/1/2026 (33.4%) |
Blackout practices may limit trading around quarter-ends and other MNPI windows .
Investment Implications
- Pay-for-performance: Despite 2024 earnings headwinds (CNIBT down 18.7% YoY), incentive payouts were contained at ~22% of salary vs 45% max for the CEO, reflecting structured bands across profitability, asset quality, regulatory, and deposit metrics; this suggests measured downside sensitivity and limited payout elasticity during downcycles .
- Alignment and retention: Woods’ sizable ownership (6.7%) and ongoing multi-year RSA vesting support alignment and retention; the fully vested SERP ($100k/yr for 15 years) adds post‑retirement income but is already accrued and not contingent on future service, modestly diluting future at‑risk leverage .
- Governance risk/mitigants: Combined CEO/Chair concentrates authority, but a Lead Independent Director runs frequent executive sessions; key committees are independent, and compensation safeguards include a clawback and no single‑trigger CIC vesting or gross‑ups .
- Trading signals: Near‑term vesting dates (Dec 2025/2026) and stock‑settled director fees indicate periodic equity issuance; blackout and insider trading controls are in place; the proxy does not disclose share pledging by Woods, reducing one common source of forced selling risk disclosure .
- Dilution/plan capacity: New 2025 Equity Incentive Award Plan (1.2M shares) and proposed authorized share increase to 50M bolster flexibility for equity compensation and potential capital actions; this can be supportive for retention but bears monitoring for dilution over time .