Porsche Saunders
About Porsche Saunders
Porsche Saunders, age 47, serves as Senior Vice President and Chief Lending Officer (CLO) of United Security Bancshares and United Security Bank since February 27, 2024, based in Fresno, California . 2024 company performance context relevant to lending included net loans of $912.4 million (+$8.0 million YoY), deposits of $1,057.6 million (+$53.1 million YoY), book value per share rising to $7.51, and net income declining to $14.8 million; cost of funds rose to 1.23% and the allowance for credit losses increased to 1.72% of gross loans . Her role is governed by an employment agreement and exhibits included with recent filings (Employment Agreement; Change in Control Agreement; First Amendment), indicating formal compensation structures and governance guardrails .
Past Roles
Prior roles are not disclosed in the proxy or employment agreement filings reviewed for Ms. Saunders beyond her appointment as CLO in 2024 .
External Roles
No external directorships or board roles for Ms. Saunders are disclosed in the proxy or related filings reviewed .
Fixed Compensation
- Base salary: $225,000 annually; paid $18,750 per month in equal semi-monthly installments .
- Automobile allowance: $1,000 per month commencing April 1, 2025, per First Amendment to Employment Agreement .
- 401(k) match: Company matches contributions up to 4% of eligible compensation; NEO match pool disclosed and plan terms summarized .
- Health insurance and other benefits: Ms. Saunders received $37,850 in health insurance and $7,678 in 401(k) match in 2024 (All Other Compensation) .
- Location and duties: CLO role based in Fresno with duties per job description and executive authority as inherent in the position .
2024 Cash and Benefits Detail
| Item | Amount | Notes |
|---|---|---|
| Base Salary ($) | 225,000 | $18,750 per month; semi-monthly payroll |
| Health Insurance ($) | 37,850 | Included in All Other Compensation |
| 401(k) Match ($) | 7,678 | Company plan matches up to 4% |
| Auto Allowance ($/mo) | 1,000 starting 4/1/2025 | Per First Amendment |
Performance Compensation
Short-Term Loan Incentives (Production-Linked)
| Program | Metric/Formula | Target/Expectation | Actual 2024 | Payout | Payout Timing |
|---|---|---|---|---|---|
| Loan Incentive Compensation Plan | Annual payout = 7.5 bps × (avg outstanding balance − $1.5m base); applies to CLO’s supervised officers and CLO’s own production | $1.5 million expected baseline growth per plan year | n/a (formula-based plan) | $13,046 | 50% current year; 50% following year |
| Loan Fee Incentive Program | Payout based on net positive origination fees − origination costs; percentages vary by approving body and loan type | Market-rate loan fees; structured by approval level/type | n/a (programmatic) | $134,180 | Monthly per program |
| Total 2024 Loan Incentives | — | — | — | $147,226 (65.0% of base salary) | See above |
Annual Corporate Bonus Plan (NEO short-term incentives)
- Ms. Saunders does not participate in the corporate Annual Incentive Plan (CNIBT, NPA ratio, regulatory results, deposit growth) used for CEO/CFO bonuses; her short-term incentives are solely the loan production and loan fee programs .
Long-Term Equity Incentives
| Grant | Date | Instrument | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| 2024 LTI Award | 12/17/2024 | Restricted Stock Award (RSA) | 4,369 | 44,826 | 33.3% vested immediately on 12/17/2024; 33.3% on 12/1/2025; 33.4% on 12/1/2026 |
- LTI program design: Target long-term awards equal to 20% of salary with 3-year vesting (approved December 17, 2024), consistent with Pearl Meyer peer study; Ms. Saunders’ recommended value $45,000; actual grant-date value $44,826 at $10.26 closing price .
Stock Options (prospective)
| Provision | Terms |
|---|---|
| Incentive Stock Option (contemplated) | Upon expiration of initial term, Committee to grant option to purchase 25,000 shares (or equivalent restricted stock) vesting 20% per year over five years; executive may elect economically equivalent restricted stock instead . |
| Status at 12/31/2024 | No options outstanding for Ms. Saunders per Outstanding Equity Awards table . |
2024 Equity Vesting Activity
| Item | Shares | Value ($) |
|---|---|---|
| Restricted stock vested on 12/17/2024 | 1,456 | 14,939 |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 66,590 | 0.4% of class ; as of March 1, 2025 |
| Unvested Shares at YE 2024 | 39,097 | Market value $394,880 at 12/31/2024 |
| Equity Acceleration Potential (CIC) | $394,880 | Potential gain from acceleration of unvested/ unexercised awards at 12/31/2024 |
| Pledging/Hedging | Not disclosed in filings reviewed | Program practices disclose no repricing/buyouts; no excise tax gross-ups; no single-trigger CIC; excessive perquisites discouraged |
| Ownership Guidelines | Not disclosed for Ms. Saunders | Program design and governance summarized in CD&A |
Employment Terms
| Term/Clause | Key Details |
|---|---|
| Start Date; Role | Effective February 27, 2024; Senior Vice President & Chief Lending Officer |
| Term and Renewal | Initial term through Dec 31, 2024; auto-renews annually unless non-renewal notice prior to each Jan 1 |
| Place of Performance | Fresno, California |
| Termination Without Cause or Good Cause | Severance equal to 12 months’ then-current base salary, paid over 12 months, plus 12 months of group medical insurance or COBRA payments |
| Change-in-Control (CIC) Economics | Lump-sum severance equal to one year’s base salary plus the prior year’s bonus, with 12 months of group medical/COBRA benefits; totals reflected in CIC table ($342,230 cash + $394,880 equity acceleration; $737,110 total potential) |
| CIC Documents | Exhibits list both an Employment Agreement and a separate Change in Control Agreement for Ms. Saunders . Proxy CIC table calculates one year base salary + bonus for Ms. Saunders as of 12/31/2024 . |
| Clawback | Clawback of bonuses if fraud/negligence/misconduct significantly contributes to a financial restatement; reimbursement net of taxes; payable within 60 days; 3‑year window aligned with IRS 6501 statute |
| Benefits | 401(k) plan with 4% match; group medical, dental, vision, disability, life (up to $500,000), D&O indemnification and insurance coverage; vacation/PTO (20 days vacation + 10 PTO, with 5 consecutive mandatory vacation days) |
| Perquisites | Automobile allowance of $1,000/month beginning April 1, 2025 |
| Confidentiality/Trade Secrets | Robust trade-secret and confidentiality obligations; no explicit non-compete or non-solicit disclosed in the agreement excerpts reviewed . |
| Board Service Restrictions | May serve on non-profit boards with disclosure; for-profit board service requires prior written approval; annual disclosure of outside positions required . |
Performance Compensation – Metric Design and Outcomes (Context)
| Corporate Metric (CEO/CFO Plan) | 2024 Targeting | 2024 Result | Note |
|---|---|---|---|
| Core Net Income Before Tax (CNIBT) Growth | Threshold −27.0%; Max −7.0% | −18.7% | Ms. Saunders not in this plan; included for business context |
| NPA Ratio | Threshold 1.75%; Max 1.10% | 1.42% | Credit quality context |
| Deposit Growth | Threshold −15.3%; Max −3.3% | −10.35% | Funding context |
| Regulatory Results | Undisclosed scoring | Earned payout | Confidential by design |
Investment Implications
- Pay-for-performance alignment: Ms. Saunders’ short-term incentives are tied directly to loan growth and net loan fees via formulaic programs, creating clear line-of-sight to production outcomes rather than broader corporate targets; 2024 payout was 65% of base ($147,226) across the two loan programs .
- Vesting and potential selling pressure: RSAs vest 33.3% on 12/1/2025 and 33.4% on 12/1/2026, following the immediate 33.3% vest in Dec 2024, which may create incremental supply near year-end dates; unvested shares totaled 39,097 at YE 2024 with $394,880 market value .
- Retention and CIC protection: CIC agreement provides one year’s base salary plus prior-year bonus and 12 months of benefits, with equity acceleration potential noted; severance without cause is 12 months base plus benefits. This is a moderate parachute designed to balance retention with shareholder protections (no excise tax gross-ups, no single trigger) .
- Risk posture: Incentive design focused on loan growth and fee income can heighten risk-taking incentives in underwriting and pricing; 2024 CNIBT declined (−18.7%), NPA ratio at 1.42%, and deposit balances fell on an average basis, underscoring the importance of disciplined credit selection and fee economics under her purview .
- Governance safeguards: Presence of clawback, approval requirements for outside for‑profit boards, and indemnification/D&O coverage indicate established governance frameworks; no repricing or excise tax gross-ups are part of compensation practices .