Bernardo Fernandez
About Bernardo Fernandez
Bernardo “Bernie” Fernandez, M.D., age 63, is an independent director of USCB Financial Holdings (since formation in 2021) and U.S. Century Bank (since 2017). He is Corporate Health Executive at Broward Health (appointed January 2024), previously CEO of Baptist Health Medical Group (2014–2023) and CEO/President of Cleveland Clinic Florida (2006–2014). He holds an M.D. (Ponce School of Medicine), an MBA from the University of Miami (2011), and completed Wharton’s Executive Development Program; Board-certified in Vascular Medicine and Fellow of the Society of Vascular Medicine and the American College of Physicians .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baptist Health Medical Group | Chief Executive Officer; John and Margaret Krupa Distinguished Chair holder | 2014–2023 | Led a network of 250+ physicians across Broward, Dade, Monroe counties |
| Cleveland Clinic Florida | Chief Executive Officer and President | 2006–2014 | Led academic medical centers in Weston and West Palm Beach |
| Florida Board of Medicine | Vice Chair (2014); Chair (2015); Member | 2013–2017 | Appointed by Governor; regulatory leadership in medical oversight |
| White House Fellows Program | Selection Panel Member | 2011, 2017 | National leadership evaluation |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Broward Health | Corporate Health Executive | Jan 2024 | Large public, non-profit safety-net system (top 10 in U.S.) |
| International Money Express, Inc. (IMXI) | Director | Jan 2022 | Nasdaq-listed remittance company |
| Healthnetwork Foundation | Director | n/a | Non-profit governance |
| St. Thomas University | Trustee/Director | n/a | Community leadership |
| Orange Bowl Committee | Member | n/a | Civic engagement |
Board Governance
- Independence: Board determined all non-employee directors are independent; only the CEO is non-independent, confirming Dr. Fernandez’s independent status .
- Committees: Member, Audit and Risk Committee (Chair: Ramon A. Rodriguez). The Audit and Risk Committee met 15 times in 2024 . Chair, Loan Committee (director compensation footnote) .
- Engagement: Board met 10 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Combined Chair/CEO with lead independent director (Wycoff) since Jan 2023; lead independent director oversees executive sessions and agenda/information approvals .
Fixed Compensation
| Component | 2024 Amount | 2025 Program Notes |
|---|---|---|
| Annual director retainer (non-employee) | $90,000 | Annual cash retainer increased to $110,000 in 2025; committee chair fees unchanged (Audit Chair $15,000; other chairs $10,000; independent Board Chair $28,000 if applicable) |
| Committee chair fee (Loan Committee) | Included; portion of retainer paid in stock (see next section) | Chair fee levels unchanged for 2025 |
| Cash fees received (Fernandez) | $90,000 | n/a |
Performance Compensation
| Equity Component | Grant Details | Value | Vesting |
|---|---|---|---|
| Restricted Stock Award (2024) | 940 shares (portion of retainer paid as stock) | $10,000 grant-date fair value | Fully vested as of April 30, 2024 |
| Options Granted (2024) | None | — | — |
| Options Outstanding (as of 12/31/2024) | 9,000 options | Fully vested | Exercisable; strike/expirations not itemized for directors in proxy table |
No performance-based metrics (TSR, ROA/ROE targets, ESG goals) are disclosed for director compensation; equity is time-based restricted stock (fully vested in 2024) and legacy options fully vested .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock with USCB |
|---|---|---|---|
| International Money Express (IMXI) | Money remittance | Director | No related-party transactions disclosed involving Dr. Fernandez; routine related-party activity primarily involves directors affiliated with Patriot/Priam/Auxilior entities . |
Expertise & Qualifications
- Clinical and healthcare system leadership (CEO roles at Baptist Health Medical Group and Cleveland Clinic Florida) .
- Regulatory governance experience (Florida Board of Medicine, Chair/Vice Chair) .
- Business credentials (MBA, Wharton executive program) and Board certifications in vascular medicine; Fellow of ACP and Society of Vascular Medicine .
- Community and non-profit governance (Healthnetwork Foundation, St. Thomas University; civic engagement via Orange Bowl Committee) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 10,940 shares; less than 1% of outstanding | |
| Breakdown | 1,000 shares jointly with spouse; 9,000 options exercisable within 60 days | |
| Shares outstanding reference | 20,048,385 shares (Class A) as of April 7, 2025 | |
| Hedging/Pledging | Prohibited by USCB insider trading policy (no hedging, short sales, pledging or margin accounts) |
Governance Assessment
- Board effectiveness: Active Audit and Risk Committee membership (15 meetings in 2024) and chairing the Loan Committee indicate substantive engagement in financial, credit and risk oversight—key for a bank board .
- Independence and attendance: Independent status; strong attendance record with full director participation at annual meeting and no <75% attendance across meetings in 2024 .
- Alignment: Modest direct ownership (<1%) with fully vested legacy options; some retainer paid in stock—time-based equity rather than performance-linked awards. Insider policy forbids hedging/pledging, reducing misalignment risk .
- Conflicts/related party exposure: No disclosed related-party transactions tied to Dr. Fernandez; related-party lending/participations primarily associated with directors linked to Patriot/Priam/Auxilior. Ordinary banking relationships with insiders reported as none indebted as of 12/31/2024 .
- RED FLAGS: Late Section 16(a) Form 4 filing reported for Dr. Fernandez in 2024 (administrative compliance lapse). While minor, it is a governance signal to monitor for timely reporting going forward .
Overall, Dr. Fernandez appears to be an engaged, independent director with deep operating and regulatory experience in complex, regulated systems. Equity alignment is modest in quantum but supported by anti-hedging/pledging policies; committee roles (audit/risk and loan) are consequential for credit and compliance oversight. Monitor for continued timely Section 16 compliance and any future interlocks if USCB engages with healthcare or remittance counterparties tied to his external roles .