Aida Levitan
About Aida Levitan
Aida Levitan, Ph.D., APR, is an independent director of USCB Financial Holdings (USCB) since its formation in 2021 and of U.S. Century Bank since 2013; she served as Board Chair from 2017 until January 2023. She is 77, a nationally recognized marketing communications and civic leader, founder and President of The Levitan Group (since 2006), with a Ph.D. in Spanish Literature from Emory University (1977) and a B.A. from the University of Miami (1969). The Board has affirmatively determined all non-employee directors, including Dr. Levitan, are independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Levitan Group, Inc. | Founder & President | 2006–present | Strategic branding/marketing leadership |
| Bromley Communications | Vice Chair/President | 2004–2005 | Helped transform into No. 1 Hispanic ad agency (Advertising Age 2004) |
| Sanchez & Levitan; later Publicis Sanchez & Levitan | Co‑founder; Co‑Chairman/CEO | Co‑founded 1986; Co‑Chairman/CEO 2001–2003 | Built a top-10 U.S. Hispanic ad agency (Advertising Age) |
| The Art Institutes (public company) | Director | 2000–2010 | Board service at public company |
| Aetna Latino Advisory Council | Chairperson | Not specified | Advisory leadership role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FACE (Facts About Cuban Exiles) | Chair | 2019 | Community leadership |
| University of Miami Cuban Heritage Collection Amigos Board | Chair | 2019 | Cultural leadership |
| ArtesMiami, Inc. (nonprofit) | President | 2016–present | Founder (1995), cultural nonprofit leadership |
| National Museum of the American Latino Commission | Commissioner | Appointed 2010 | Presidential/Congressional appointment |
| Smithsonian Latino Center National Board | Vice Chair | 2014–2017 | National cultural governance |
| Council on Foreign Relations | Member | Since 2015 | National policy network |
Board Governance
- Independence and tenure: Independent director; USCB Board since 2021 and bank board since 2013; former Board Chair (2017–Jan 2023).
- Committee assignments (2024 activity levels in parentheses): Compensation Committee member (7 meetings in 2024; Chair: W. Kirk Wycoff); Nominating & Corporate Governance Committee member (3 meetings in 2024; Chair: Ramón Abadin). Not on Audit & Risk Committee (15 meetings in 2024).
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Board leadership/structure: CEO is Board Chair; lead independent director (Wycoff) designated to counterbalance combined role and lead executive sessions.
- Trading and alignment policy: Directors are prohibited from hedging, pledging, short sales, and derivative trading in company securities; pre‑clearance required; 10b5‑1 plan restrictions enforced.
- Compensation committee interlocks: None in 2024; all members, including Dr. Levitan, determined independent.
- Related‑party oversight: Audit & Risk Committee pre‑approves and oversees related‑party transactions; as of 12/31/2024, no director/executive loans outstanding and no related-party loans in adverse status.
Fixed Compensation (Director)
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Annual cash retainer | $90,000 | Non‑employee director standard retainer |
| 2024 | Committee chair fee | $0 | Not a committee chair in 2024 |
| 2024 | Equity taken in lieu of cash | $0 | Up to 100% of retainer may be paid in restricted stock; none taken by Dr. Levitan in 2024 |
| 2024 | Total (reported) | $90,000 | As disclosed in Director Compensation table |
| 2025 | Annual cash retainer (policy) | $110,000 | Committee chair fees unchanged vs. 2024 |
Performance Compensation (Director)
| Element | 2024 Status | Terms/Metrics |
|---|---|---|
| Stock options (grants) | None | No options granted to non‑employee directors in 2024 |
| Options outstanding | 14,000 options (fully vested) | Included in options outstanding table for directors |
| Restricted stock awards (RSAs) | None granted to Dr. Levitan in 2024 | Directors may elect to take retainer in restricted stock; some peers received RSAs vesting in 2024 |
| Performance metrics tied to director equity | Not disclosed | Director equity is described as time‑based; no director performance metrics disclosed |
Note: USCB shifted equity incentives for executives toward restricted stock since 2022; directors can receive retainer in restricted stock but no director options were granted in 2024. This reduces option‑related risk and emphasizes time‑based equity.
Other Directorships & Interlocks
| Company | Ticker | Role | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| The Art Institutes (public) | — | Director | 2000–2010 | Past public company board; no current public company directorships disclosed for Dr. Levitan |
| Compensation Committee Interlocks (USCB) | — | — | 2024 | None in 2024 (committee includes independent directors; no interlocks) |
Expertise & Qualifications
- Core expertise: Marketing communications, branding, community relations; prior leadership of top Hispanic advertising agencies; extensive civic/nonprofit governance.
- Education: Ph.D. (Spanish Literature), Emory University (1977); B.A., University of Miami (1969).
- Credentials: APR designation included in director biography.
- Governance strengths: Prior Board Chair experience; service on Compensation and Nominating & Governance committees; independent status.
Equity Ownership
| Holder | Shares (incl. derivative context) | % of Class A | Detail/Notes |
|---|---|---|---|
| Aida Levitan, Ph.D., APR (beneficial) | 28,968 | <1% | Includes options to purchase 14,000 shares exercisable within 60 days and 14,968 shares in The Second Restatement of the Aida T. Levitan Living Trust u/t/d Dec. 20, 2012 |
| Options outstanding (as of 12/31/2024) | 14,000 | — | Non‑employee director options fully vested |
| Pledged/hedged shares | Prohibited by policy | — | Company prohibits pledging/hedging by directors |
Recent Insider Transactions (Form 4)
Interpretation: In September 2025, Dr. Levitan exercised 10,000 options at $7.50 and subsequently gifted 10,000 shares in October 2025; these are not open‑market sales and often reflect estate/charitable planning. Beneficial ownership as of April 7, 2025 was 28,968 (including options and trust shares); later transactions may have changed her reported holdings. (Form 4 URLs above)
Governance Assessment
-
Strengths
- Independent director with prior Board Chair experience and deep community/marketing expertise valuable for brand/reputation and market positioning.
- Active on Compensation and Nominating & Governance committees; both committees comprised entirely of independent directors; no compensation committee interlocks in 2024.
- Attendance robust at Board/committee (≥75%); full Board attendance at 2024 Annual Meeting; structured lead independent director role to balance combined CEO/Chair.
- Strong insider trading policy prohibiting hedging/pledging, supporting alignment.
- No director/executive related‑party indebtedness; related‑party transactions overseen by Audit & Risk Committee with pre‑approval policy.
-
Watch‑items / potential red flags
- Company engages in recurring related‑party transactions with entities linked to other directors (e.g., Auxilior, Patriot/Priam‑affiliated institutions); while disclosed and subject to oversight, they warrant continued monitoring for independence perception risk.
- 2025 increase in director retainer to $110,000 raises fixed cash component; investors may prefer greater equity mix for alignment (directors can elect stock in lieu of cash, but Dr. Levitan did not in 2024).
- 2025 option exercises followed by gifting remove recently acquired share exposure; however, policy prohibits hedging/pledging and gifts are not sales; alignment remains via options/trust holdings as disclosed earlier in 2025. (Form 4 URLs; )
Overall: Dr. Levitan appears as a seasoned, independent director with strong governance participation and prior leadership on the Board. Key governance processes (independence, attendance, anti‑hedging/pledging, committee oversight) are in place; the broader Board’s related‑party transaction footprint requires continued vigilance by independent directors to sustain investor confidence.