Kenneth D. Newby
About Kenneth D. Newby
Kenneth D. Newby, age 79, is Lead Independent Director of United Security Bancshares (UBFO), serving on the board since 2014. He is a Certified Public Accountant, currently a self‑employed financial consultant in Fresno since June 2008, and previously a partner at Deloitte & Touche; he holds a B.S. in Business Administration and Accounting from California State University, Fresno (1972) . The Board has affirmatively determined he is independent under NASDAQ and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche, LLP | Partner (public accounting) | Not disclosed | Audit/accounting leadership; foundation for “audit committee financial expert” designation |
| United Security Bancshares | Director; Lead Independent Director | Director since 2014 | Leads executive sessions; Audit Committee member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kenneth D. Newby, CPA (Fresno) | Self‑employed financial consultant | Since June 2008 | Ongoing consultancy |
| Fresno Business Council | Board/Service | Not disclosed | Community engagement |
| Fresno State Foundation | Board of Governors | Not disclosed | Community/academic oversight |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Newby is independent; Audit, Compensation, Governance/Nominating committees comprised of independent directors |
| Lead Independent Director | Serves as Lead Director; sets agenda and leads nine executive sessions held in 2024 |
| Committees | Audit Committee member; Audit Committee met 12x in 2024 |
| Financial Expertise | Deemed an “audit committee financial expert” under SEC rules (GAAP understanding; ability to audit/evaluate complex financial statements) |
| Attendance | Board held nine meetings in 2024; except one director (Gill) missing four, no director attended <75% of board/committee meetings; Newby attended the 2024 Annual Meeting |
| Other public boards | None; no UBFO director serves on other public company boards registered under the Exchange Act or Investment Company Act |
| Board leadership | Chairman/CEO roles combined (Dennis Woods); presence of Lead Independent Director to counterbalance |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| 2024 | $16,720 | $18,131 | $34,851 |
UBFO director fee structure (relevant to Lead Director):
| Fee Type | Amount | Notes |
|---|---|---|
| Board meeting fee (per director, per month) | $1,610 | Paid 50/50 in cash and stock awards |
| Lead Director monthly premium | $230 | Additional monthly stipend |
| Lead Director executive session facilitation | $345 | Monthly fee for executive sessions |
Performance Compensation
| Component | Terms |
|---|---|
| Performance-based director pay | None disclosed; non‑employee director compensation consists of fixed board/committee fees split 50/50 cash/stock; “No stock awards to non‑employee directors were outstanding at December 31, 2024” |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed; routine related‑party banking transactions are conducted on market terms when they occur |
Expertise & Qualifications
- CPA with Big Four pedigree; former Deloitte partner; deep GAAP and audit oversight capabilities .
- Designated audit committee financial expert; core competencies in accounting, auditing, and finance .
- Community governance experience via Fresno Business Council and Fresno State Foundation Board of Governors .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Kenneth D. Newby, CPA | 50,914 | 0.3% (of 17,475,927 shares outstanding) | Shared voting/investment power on 152 shares held jointly with spouse |
| Unvested director equity at 12/31/2024 | None for non‑employee directors | — | Aligns via ongoing stock awards that vest contemporaneously with fee payments |
Governance Assessment
-
Strengths
- Independent Lead Director role with nine executive sessions enhances oversight under combined Chair/CEO structure .
- Audit Committee membership and “financial expert” designation bolster financial reporting integrity and risk oversight; committee met 12 times in 2024 .
- Independence affirmed annually; no public company interlocks; director attended 2024 annual meeting and met board/committee attendance thresholds .
- Compensation mix includes equity (50% of director fees) supporting ownership alignment; Newby’s 2024 total director compensation split closely across cash/stock .
-
Watch items / potential red flags
- Combined CEO/Chairman structure persists, though mitigated by active executive sessions led by the Lead Director .
- Related‑party banking transactions occur in ordinary course (market terms), requiring continued monitoring; no material transactions disclosed specific to Newby .
- Section 16 compliance note: late filings were reported for other officers (Tkacz, Saunders, Yarbenet), but none for Newby, which is favorable .
-
Independence, conflicts, and alignment signals
- Independent status confirmed; Audit/Comp/Governance committees composed of independent directors .
- No other public company board roles or disclosed interlocks, reducing conflict risk .
- Equity alignment present via recurring stock awards; no outstanding director stock awards at year‑end 2024, limiting potential overhang .
- Beneficial ownership of 50,914 shares (0.3%) shows moderate skin‑in‑the‑game for a community bank director .
Overall: Newby’s Lead Independent Director role, audit expertise, and attendance/independence profile support board effectiveness and investor confidence, with combined CEO/Chair structure a structural risk mitigated by active executive sessions .