Heather Hammack
About Heather Hammack
Heather Hammack (age 48) has served as an independent director of United Security Bancshares since 2021. She is President of Famous Software, LLC, a leading software solutions provider for the fresh produce industry, and holds an Agribusiness degree with a finance concentration from California Polytechnic State University, San Luis Obispo. She serves on the Business Advisory Council at CSU Fresno’s Craig School of Business and the Dean’s Advisory Council for Cal Poly’s College of Agriculture, Food and Environmental Sciences . The Board has affirmatively determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Famous Software, LLC | President | Past five years (current) | Executive leadership in software for fresh produce industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CSU Fresno Craig School of Business | Business Advisory Council Member | Current | University advisory role |
| Cal Poly CAFES | Dean’s Advisory Council Member | Current | University advisory role |
Board Governance
- Independence: Board identified Hammack as independent; only CEO Dennis Woods and director Nabeel Mahmood were classified as non-independent .
- Attendance: Board met nine times in 2024; except for Jay Gill, no director attended less than 75% of board and relevant committee meetings (Hammack met or exceeded 75%) .
- Committee memberships (2024):
- Compensation Committee (2 members): Member; the committee met twice; Chair is Brian C. Tkacz .
- Corporate Governance/Nominating Committee: Member; the committee met twice .
- Executive sessions: Independent directors held nine executive sessions in 2024; led by Lead Independent Director Ken Newby .
- Annual meeting attendance policy: No policy requiring attendance; 2024 annual meeting was attended by Ellithorpe, Newby, Woods .
- Shareholder support (2025 election): For 8,799,351; Against 367,453; Broker Non-Votes 3,154,208 .
| Governance Item | Detail | Source |
|---|---|---|
| Year first appointed | 2021 | |
| Independence status | Independent | |
| Committees | Compensation (member); Corporate Governance/Nominating (member) | |
| Executive sessions | 9 in 2024; led by Lead Independent Director | |
| Lead Independent Director | Kenneth D. Newby | |
| 2024 board meetings | 9; Hammack ≥75% attendance | |
| 2025 director election vote | 8,799,351 For; 367,453 Against; 3,154,208 Broker Non-Votes |
Fixed Compensation (Director)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Heather Hammack (2024) | 13,899 | 15,079 | — | 28,978 |
- Structure and rates (2024): 50/50 split of cash and stock awards; monthly board fee $1,610 per director; Chair premium $345/month; Lead Director premium $230/month; committee meeting fees: Executive Committee $230 (except Woods/Newby), Governance/ALCO/401(k) $288, Audit/Compensation/IT/Loan $403; committee chair fees: Audit/Compensation/Governance/IT $575 per meeting, 401(k) chair $403 per meeting; Lead Director facilitating executive session $345/month .
Performance Compensation (Director)
| Component | Detail | 2024 Amounts / Schedule |
|---|---|---|
| Equity awards (director fees paid in stock) | Directors received 50% of monthly director fees in stock awards | Grants on Feb 27, Jun 25, Sep 24, Dec 17, 2024; Hammack total stock awards $15,079 (fair value on vest dates) |
| Performance vesting | None disclosed for non-employee directors; “No stock awards to non-employee directors were outstanding at December 31, 2024” | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (no director serves on boards of companies subject to Exchange Act reporting) |
| Private/non-profit boards | University advisory councils (see External Roles) |
| Interlocks with competitors/suppliers/customers | None disclosed |
| Related-party exposure | No material transactions disclosed for Hammack; general related-party banking transactions are at market terms; Mahmood had consulting agreement in 2022 and is non-independent for three years |
Expertise & Qualifications
- Technology and industry expertise: Executive in software serving the fresh produce industry .
- Finance background: Agribusiness degree with finance concentration .
- Community and academic engagement: Advisory roles at CSU Fresno and Cal Poly .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 Days | Percent of Class | Voting/Investment Power |
|---|---|---|---|---|
| Heather Hammack | 23,847 | 9,000 | 0.1% | Sole voting and investment power |
| Shares outstanding (record date) | 17,475,927 | — | — | — |
| Record date | March 26, 2025 | — | — | — |
| Sources: |
- Pledging/hedging: No pledging or hedging disclosed for Hammack; Company has an Insider Trading Policy with blackout periods for covered persons .
Insider Trades
| Person | 2024/2025 Section 16 Compliance Notes |
|---|---|
| Heather Hammack | No late filings indicated; company disclosed late Forms 4 for other insiders (Tkacz, Saunders, Yarbenet) in 2024 |
Governance Assessment
- Board effectiveness: Hammack serves on Compensation (2-member committee) and Governance/Nominating, aligning her expertise with oversight of pay and director selection; Compensation Committee met twice in 2024 and uses an independent consultant (Pearl Meyer), with no executives on the committee—a positive governance practice .
- Independence & attendance: Independence affirmed; attendance at or above 75% threshold—supports engagement and oversight quality .
- Ownership alignment: Holds 23,847 shares and 9,000 options exercisable within 60 days (0.1% of class), indicating some alignment; director fees include ongoing stock awards (50% of fees in stock), furthering alignment .
- Shareholder signals: 2025 election support was strong (8.80M For vs. 0.37M Against); say-on-pay passed; shareholders approved a new equity plan but rejected increasing authorized shares—suggesting sensitivity to dilution and capital planning .
- Related-party/conflicts: No Hammack-specific related-party transactions disclosed; overall policy indicates related-party banking transactions at market terms; Mahmood’s prior consulting engagement flagged, but unrelated to Hammack .
RED FLAGS
- Compensation Committee size: Only two members (Tkacz chair and Hammack) could be a concentration risk if disagreements arise; ensure robust documentation and use of independent advice continues .
- Combined Chair/CEO structure: Board leadership combines Chair and CEO roles (Dennis Woods), though mitigated by nine independent executive sessions led by Lead Independent Director Ken Newby; continued vigilance on independence and oversight is warranted .