Susan Quigley
About Susan Quigley
Independent director and Corporate Secretary of United Security Bancshares (UBFO), age 79, serving on the board since 2017. Former Audit Managing Director at Deloitte & Touche LLP (retired in 2010) with deep audit and finance experience across agribusiness, banking, and healthcare; designated an audit committee financial expert. The board has affirmatively determined she is independent under NASDAQ standards. She chaired the Audit Committee in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Managing Director | Through 2010 (retired) | Audited companies in agribusiness, banking, hospitals; board presentations; built GAAP and audit oversight expertise leveraged for audit chair role. |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| National Raisin Company | Director | Not disclosed | Private | Board service noted; enhances industry and financial oversight. |
| San Joaquin Valley Town Hall | Director | Not disclosed | Non-profit | Community governance experience. |
| Boys & Girls Club of Fresno County | Director | Not disclosed | Non-profit | Community governance experience. |
| Other public company boards | — | — | — | No UBFO director serves on boards of companies registered under the Exchange Act or investment companies (i.e., no current public company directorships). |
Board Governance
- Committee assignments: Audit Committee Chair; members were Quigley (Chair), Ken Newby, and Tom Ellithorpe in 2024. Quigley and Newby are designated audit committee financial experts.
- Independence: The board determined Quigley is independent under NASDAQ rules; only Dennis Woods (CEO) and Nabeel Mahmood (due to 2022 consulting) were non-independent.
- Attendance: Board met 9 times in 2024; except Jay Gill, all directors attended ≥75% of board and assigned committee meetings (Quigley met the threshold).
- Executive sessions: Independent directors held 9 executive sessions in 2024, led by Lead Independent Director Ken Newby.
- Board leadership: Combined Chair/CEO structure (Dennis R. Woods), mitigated by Lead Independent Director and regular executive sessions.
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (50% mix; quarterly grants) | Options | Total |
|---|---|---|---|---|
| 2024 | $16,472 | $17,871 | $0 (no director option grants in 2024; see note) | $34,343 |
- Director fee structure (paid 50% cash / 50% stock): Board meeting fee $1,610 per director per month; Chairperson +$345/month; Lead Director +$230/month; committee meeting fees: $230 (Executive Committee, excluding Woods/Newby), $288 (Governance, ALCO, 401(k)), $403 (Audit, Compensation, IT, Loan); committee chair fees: $575 per meeting (Audit, Compensation, Governance, IT), $403 (401(k)); Lead Director facilitating executive sessions received $345/month.
- No stock awards to non-employee directors were outstanding at 12/31/2024.
Performance Compensation
- Directors are not paid performance-based bonuses; compensation is fixed fees plus equity grants to align interests. Quarterly stock awards were issued on Feb 27, Jun 25, Sep 24, and Dec 17, 2024 across the board, accounting for the stock portion of director compensation.
- No director performance metrics, option repricing, or incentive plans apply to non-employee directors.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None; no UBFO director serves on Exchange Act-registered company boards or investment companies. |
| Private/non-profit boards | National Raisin Company; San Joaquin Valley Town Hall; Boys & Girls Club of Fresno County (Quigley). |
| Interlocks with customers/suppliers | Company notes ordinary-course banking relationships with related parties (directors/officers and associated companies) on market terms; no adverse features disclosed. No Quigley-specific related-party transaction disclosed. |
Expertise & Qualifications
- Audit and accounting expertise: Former Deloitte Audit Managing Director; designated audit committee financial expert (GAAP proficiency; ability to prepare, audit, evaluate, analyze complex financials).
- Industry familiarity: Experience auditing agribusiness, banking, hospitals; board presentation experience.
- Community leadership: Service on local private/non-profit boards; longstanding Fresno community ties.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Class | Ownership Detail | Derivatives |
|---|---|---|---|---|
| Susan Quigley | 38,047 | 0.2% | Shared voting/investment power over 23,047 shares via trust (co-trustee). | 15,000 stock options exercisable within 60 days of Mar 1, 2025. |
- Shares pledged/hedged: Not disclosed. Insider trading policy and blackout periods in place for covered persons.
Governance Assessment
- Strengths: Independent audit chair and financial expert designation; regular executive sessions under a Lead Independent Director; ≥75% attendance; balanced director pay structure with 50% equity promotes alignment; clear insider trading and clawback policies at the company level.
- Watch items: Combined Chair/CEO structure concentrates leadership; ordinary-course related-party banking relationships exist but are represented as on market terms; no explicit director stock ownership guidelines disclosed; limited disclosure of individual director meeting-by-meeting attendance.
Overall read-through: Quigley’s Big Four audit background and financial expert status bolster audit oversight quality. Compensation is modest and equity-linked, with no performance bonuses, reducing pay-related conflict risk; independence and attendance disclosures are supportive. The combined Chair/CEO model is partially mitigated by lead director and executive sessions; no Quigley-specific conflicts or red flags are disclosed.