Jagroop “Jay” Gill
About Jagroop “Jay” Gill
Jagroop “Jay” Gill, age 61, has served as an independent director of United Security Bancshares (UBFO) since 2023. He is President & CEO of Gill Automotive Group, which owns and operates 11 dealerships across California and Hawaii, and he also has agricultural interests in Central California; he holds a bachelor’s degree in engineering from California State University, Fresno . The Board has affirmatively determined he is independent under NASDAQ and UBFO Corporate Governance Principles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gill Automotive Group | President & CEO | Not disclosed | Operates 11 dealerships; local business leadership |
| Agricultural interests (Central California) | Owner/Investor | Not disclosed | Regional agricultural involvement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid-Valley Water | Director | Not disclosed | Not disclosed |
| Cen-Cal SBA | Director | Not disclosed | Not disclosed |
| Chrysler Minority Dealer Association | Director | Not disclosed | Not disclosed |
| Ford Minority Dealer Association | Director | Not disclosed | Not disclosed |
- No other public company directorships are disclosed for any UBFO director, including Gill .
Board Governance
- Independence: Board determined Gill is independent; exceptions are Dennis R. Woods (CEO) and Nabeel Mahmood (due to prior consulting engagement) .
- Board leadership and oversight: Combined Chair/CEO model under Dennis R. Woods; Lead Independent Director is Ken Newby; independent directors held nine executive sessions in 2024 .
- Committee structure: Standing committees include ALCO, Audit, Compensation, Corporate Governance/Nominating, IT, Loan, and 401(k) .
- Key committee memberships (disclosed):
- Audit Committee: Susan Quigley (Chair), Ken Newby, Tom Ellithorpe; Gill not listed .
- Compensation Committee: Brian C. Tkacz (Chair), Heather Hammack; Gill not listed .
- Corporate Governance/Nominating: Tom Ellithorpe, Heather Hammack, Brian C. Tkacz, Dora Westerlund; Gill not listed .
- Attendance and engagement (2024):
- Board meetings held: 9; Gill missed 4 board meetings (below the typical 75% attendance threshold referenced for other directors) .
Fixed Compensation
Director compensation is structured 50/50 cash and stock awards, with standardized monthly board and committee fees; chair and lead director premiums apply .
| Component ($USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $2,760 | $10,845 |
| Stock Awards | $17,797 | $10,981 |
| Total | $20,557 | $21,826 |
- Board meeting fee: $1,610 per director per month; Chair premium $345/month; Lead Director premium $230/month .
- Committee meeting fees: $230 (Executive Committee; except Woods and Newby), $288 (Governance, ALCO, 401(k)), $403 (Audit, Compensation, IT, Loan); Committee Chair fees: $575 (Audit, Compensation, Governance, IT) and $403 (401(k)) per meeting .
Performance Compensation
- No performance-based metrics are disclosed for non-employee director compensation; awards consist of fees and stock awards, and no outstanding director stock awards were reported at year-end 2024 .
Other Directorships & Interlocks
- External boards: Mid-Valley Water, Cen-Cal SBA, Chrysler Minority Dealer Association, Ford Minority Dealer Association .
- Public company interlocks: None disclosed for UBFO directors; no directors serve on SEC-reporting company boards .
- Related-party transactions policy: The Bank engages in ordinary-course banking transactions with directors and their affiliated companies on market terms; specific counterparties are not named .
Expertise & Qualifications
- Operating executive with multi-location automotive retail experience; regional agricultural experience .
- Engineering degree (California State University, Fresno) .
- Community and industry board participation (water district, SBA, OEM minority dealer associations) .
Equity Ownership
- Shares outstanding at record date: 17,475,927 .
| Holder | Beneficial Ownership (Shares) | % of Class | Nature of Ownership |
|---|---|---|---|
| Jagroop “Jay” Gill | 1,229,271 | 7.0% | Shared voting and investment power with spouse (jointly held) |
- Pledging/Hedging: No pledging or hedging disclosures specific to Gill; none noted in footnotes for Gill .
- Director stock awards outstanding: None reported for non-employee directors at Dec 31, 2024 .
Governance Assessment
-
Strengths:
- Independent director with significant local business experience and material personal ownership (7.0% of outstanding shares), aligning interests with shareholders .
- Board maintains independent leadership mechanisms (Lead Independent Director; executive sessions) and independent membership of key oversight committees (Audit, Compensation, Governance/Nominating) .
-
Watch items / RED FLAGS:
- Attendance: Gill missed 4 of 9 board meetings in 2024, below the 75% attendance level met by other directors; this is a governance red flag for engagement and effectiveness .
- Key committee participation: Gill is not listed on Audit, Compensation, or Corporate Governance/Nominating committees, which may limit direct involvement in pay oversight, audit/risk, and board nomination processes .
- Related-party exposure (policy-level): UBFO conducts ordinary-course banking transactions with directors and their companies; while terms are represented as market-based, specific counterparties are not disclosed, warranting monitoring for any transactions involving Gill-affiliated entities .
-
Director pay structure:
- Compensation uses fixed board/committee fees and stock awards (historically split 50/50), with no disclosed performance metrics for directors; no outstanding director stock awards at year-end 2024 reduces vesting-related conflicts .
-
Other signals:
- No public company board interlocks for UBFO directors (limits external governance conflicts) .
- Independence affirmed annually under NASDAQ-aligned standards .