William Yarbenet
About William Yarbenet
Senior Vice President and Chief Credit Officer at United Security Bank since 2013; age 65 as of March 1, 2024 . His employment agreement was established in 2015 and currently runs through December 31, 2025, with severance and change-in-control protections (double-trigger) . Company performance during his tenure includes strong 2023 net income growth ($19.8M vs. $15.7M in 2022) and improved CNIBT growth (12.7% in 2023), with mixed deposit trends, indicating emphasis on profitability and credit quality over deposit expansion . Pay-versus-performance disclosures show 2022 TSR of 114.87 (peer TSR 140.75) and CNIBT growth of 61.3% in 2022, underscoring performance linkage in incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Security Bank | SVP & Chief Credit Officer | Since 2013 | Leads credit risk and asset quality; metric-weighted incentives emphasize CNIBT and NPA ratio |
External Roles
- No external directorships or roles for Yarbenet disclosed in the company’s proxy statements. (Skip if not disclosed)
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | $258,379 | $259,037 |
| Base Salary rate set by Committee ($) | $251,253 | $266,654 (+6.13%) |
| All Other Compensation ($) | $52,352 | $72,363 |
| All Other Compensation – Auto ($) | $19,877 | $20,842 |
| All Other Compensation – 401(k) ($) | $12,200 | $13,200 |
| All Other Compensation – Health Insurance ($) | $20,275 | $38,321 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Core Net Income Before Tax (CNIBT) Growth | 50% (Yarbenet) | Max 15% CNIBT growth | 12.7% | Overall AIP: 29.4% of base ($78,330) | Cash bonus paid per AIP |
| NPA Ratio (Non-performing Assets/Total Assets) | 25% (Yarbenet) | Max 1.00% | 1.36% | Included in overall AIP | — |
| Regulatory Results | 15% (Yarbenet) | Positive examination outcomes | Outcome earned (not publicly disclosed) | Included in overall AIP | — |
| Deposit Growth (Avg. YoY) | 10% (Yarbenet) | Max >5% | (12.7)% | Included in overall AIP | — |
Long-Term Incentives (Equity)
| Award Type | Grant Date | Shares | Grant Date Fair Value | Vesting Schedule | Vested/Realized |
|---|---|---|---|---|---|
| RSUs | Feb 23, 2021 | 6,000 | $44,940 | 33.3% on Dec 31, 2021; 33.3% on Dec 31, 2022; 33.4% on Dec 31, 2023 | 2,000 vested for $14,620 in 2022 ; 2,000 vested for $16,820 in 2023 |
| Stock Options (exercisable) | — | 29,022 | — | $3.68 strike; expires 7/23/2023 | Not disclosed as exercised; expired 2023 |
Incentive Opportunity
- Maximum annual incentive opportunity increased from 24% of base salary (2022) to 45% (2023), elevating at-risk cash compensation tied to CNIBT, NPA, regulatory results, and deposit growth .
Equity Ownership & Alignment
| Date (as of) | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Mar 1, 2023 | 60,743 | 0.4% | 31,022 shares subject to stock options exercisable within 60 days |
| Mar 1, 2024 | 55,750 | 0.3% | Sole voting/investment power in all shares |
| Mar 1, 2025 | 70,205 | 0.4% | Group insiders collectively 22.1% |
Ownership Guidelines, Pledging, Hedging
- Insider Trading Policy with blackout periods; no disclosure of hedging/pledging restrictions specific to executives, and no pledging reported for Yarbenet .
- RSUs fully vested by 12/31/2023; no unvested equity shown for Yarbenet at FY2023 year-end .
Employment Terms
| Term | Detail |
|---|---|
| Role & Agreement | SVP & Chief Credit Officer; employment agreement dated April 28, 2015, initial base salary $210,272 |
| Current Term | Renews; terminates Dec 31, 2025 |
| Severance (without cause or Good Cause) | 12 months’ current base salary + 12 months medical benefits/COBRA |
| Change-in-Control (double-trigger within 1 year) | Lump sum equal to 24 months’ current base salary + 24 months medical benefits/COBRA; 280G cutback to avoid excess parachute payments |
| Clawback | Formal clawback policy adopted Nov 28, 2023 (10-K exhibit); employment agreements allow recovery for restatements due to executive misconduct |
| SERP | Enrolled Aug 2015; fully vests Aug 2025; benefit $60,500 per year for life; present value of accumulated benefit $623,661 (as of FY2023) |
| Perquisites | Company vehicle; 401(k) match up to 4%; health insurance paid; amounts reflected in All Other Compensation |
Compensation Structure Analysis
- Shift toward higher variable cash opportunity: maximum AIP increased to 45% in 2023 (from 24% in 2022), increasing performance sensitivity to CNIBT and credit quality .
- Long-term equity reliance modest: RSU grant from 2021 fully vested by 2023; no new RSUs disclosed for Yarbenet in 2023/2024, reducing unvested overhang and potential forced-selling pressure from vest events .
- No option repricing or excise-tax gross-ups; company policy explicitly disallows repricing and gross-ups, supporting shareholder-friendly governance .
Related Party, Risk Indicators & Red Flags
- Section 16(a) compliance: Company disclosed two late Forms 4 for William Yarbenet in 2024, indicating filing timeliness risk; monitor for future reporting compliance .
- No disclosed hedging or pledging by Yarbenet; no related party transactions involving Yarbenet reported in provided filings .
Compensation Peer Group (Benchmarking)
- 2024 peer group used by Compensation Committee includes regional community banks (e.g., American Riviera Bancorp, Plumas Bancorp, Oak Valley Bancorp, Timberland Bancorp, etc.); Pearl Meyer provided market analysis inputs, with no strict percentile targeting stated .
Say-on-Pay & Shareholder Feedback
- Triennial say-on-pay; advisory vote scheduled for 2025; Board recommends approval and asserts alignment with long-term shareholder interests .
Investment Implications
- Alignment: Incentives heavily weight CNIBT and NPA ratio, aligning Yarbenet’s pay with earnings quality and credit performance—key drivers for bank valuation multiples and risk appetite .
- Retention: SERP fully vests in Aug 2025; combined with employment term ending Dec 31, 2025 and double-trigger CIC protections, retention risk increases post-vesting; watch for contract renewal or retention actions in 2H 2025 .
- Insider flow: With RSUs fully vested by end-2023 and no unvested equity at FY2023 year-end, near-term mechanical selling pressure from vesting is low; however, late Form 4s in 2024 warrant monitoring of trading behavior and administrative controls .
- Governance quality: No repricing, no gross-ups, and formal clawback policy are positives; variable pay mix rise enhances performance linkage, though deposit contraction in 2023 alongside a 29.4% payout suggests metrics appropriately rewarded profitability and regulatory outcomes despite funding headwinds .