Tom Ellithorpe
About Tom Ellithorpe
Independent director of United Security Bancshares since 2001; age 82. Owner of Insurance Buying Service with more than five decades in California’s insurance industry and additional experience in agriculture; recognized for risk management acumen. Board determined he is independent under NASDAQ standards; attended the 2024 Annual Meeting; no director attended less than 75% of board and committee meetings in 2024 except Jay Gill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Security Bancshares | Director | 2001–present | Member: Audit Committee; Corporate Governance/Nominating Committee |
| Insurance Buying Service | Owner | 1972–present (industry involvement) | Insurance and risk management expertise supporting Audit oversight |
| Agricultural ventures (Central Valley) | Investor/operator | Various years | Local market experience; community ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insurance Buying Service | Owner | Since 1972 (industry involvement) | Fresno-based insurance brokerage; risk management background |
The company discloses that none of its directors serve on other public company boards registered under the Exchange Act or as registered investment companies (i.e., no public co interlocks) .
Board Governance
- Committee assignments (2024): Audit Committee (members: Quigley—Chair, Newby, Ellithorpe); Corporate Governance/Nominating Committee (members: Ellithorpe, Hammack, Tkacz, Westerlund) .
- Independence: Board affirmatively determined Ellithorpe is independent; Audit, Compensation, and Governance/Nominating Committees comprised of independent directors .
- Attendance: Board met 9 times in 2024; except Jay Gill, no director attended less than 75% of board and applicable committee meetings. Ellithorpe attended the 2024 Annual Meeting .
- Board leadership: Combined Chair/CEO; nine executive sessions of independent directors led by Lead Director Ken Newby .
- Audit Committee expertise: Committee overseen risk management; Quigley and Newby designated financial experts; Ellithorpe serves as member .
Fixed Compensation
| Component (2024) | Amount (USD) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $25,115 | Monthly board fee $1,610; committee meeting fees vary; paid based on estimated meetings |
| Stock Awards | $27,247 | Directors receive 50% of fees as stock awards granted quarterly (FMV at vest dates) |
| Total | $52,362 | Cash/stock split target 50/50; no options outstanding for non-employee directors at 12/31/2024 |
Director fee structure (for reference):
- Board meeting fee: $1,610 per director per month; Chair +$345/mo; Lead Director +$230/mo .
- Committee meeting fees: $230 (Executive Committee; except Woods/Newby), $288 (Governance, ALCO, 401(k)), $403 (Audit, Compensation, IT, Loan); Committee chair fees: $575 (Audit, Compensation, Governance, IT), $403 (401(k)); Lead Director facilitates executive sessions: +$345/mo .
Performance Compensation
- No performance-based pay disclosed for directors. Equity and cash director compensation are retainer/meeting-based, with quarterly stock awards; no director-specific performance metrics or options outstanding as of year-end 2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None; directors (including Ellithorpe) do not serve as directors of companies subject to Exchange Act periodic reporting or registered investment companies |
| Private/non-profit boards | Not disclosed for Ellithorpe beyond his business ownership; company lists various community roles for other directors, but none specific for Ellithorpe beyond insurance/agriculture |
Expertise & Qualifications
- Insurance and risk management executive; owner operator since 1972; local Central Valley business experience including agriculture .
- Independence and governance familiarity via service on Audit and Governance/Nominating Committees; risk oversight participation .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Ownership Notes |
|---|---|---|---|
| Tom Ellithorpe | 178,324 | 1.0% (of 17,475,927 outstanding) | Sole voting and investment power over all shares owned; no options disclosed |
- Vested vs. unvested: Company states no stock awards to non-employee directors were outstanding at 12/31/2024 (i.e., no unvested director awards) .
- Pledging/hedging: Not disclosed; insider trading policy prohibits trading on MNPI and imposes blackout periods; no specific pledging prohibition noted in proxy .
Governance Assessment
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Strengths:
- Independent status; meaningful ownership (1.0%) supporting alignment .
- Audit Committee membership provides direct involvement in financial reporting and risk oversight; Audit Committee met 12 times in 2024 .
- Regular executive sessions (nine in 2024) and designated Lead Independent Director indicate robust independent oversight framework .
- Director compensation split between cash and stock fosters alignment; transparent fee schedule; modest totals typical for community bank boards .
-
Potential concerns/RED FLAGS:
- Combined Chair/CEO structure can concentrate power; mitigated by independent committees and executive sessions .
- Related-party banking relationships exist (ordinary-course loans/deposits with directors/officers and their companies), though disclosed as market terms and compliant with law; monitor for changes in scale/terms .
- No other public company directorships may limit broader governance network exposure, but reduces interlock conflict risk .
-
Attendance/engagement:
- Board met 9 times; except Jay Gill, directors met the 75% threshold; Ellithorpe attended the Annual Meeting .
-
Committee effectiveness:
- Audit Committee includes two financial experts; Ellithorpe contributes domain risk perspective; committee pre-approves auditor services and reports to Board .
-
Director compensation appropriateness:
- Fee-for-service model with quarterly stock awards; no options; no meeting outliers. Total $52,362 for 2024 indicates modest, aligned compensation .
-
Policy backstops:
- Clawback policy for executive incentive pay; independent compensation consultant advising executive/board pay design at the company level (contextual governance quality) .