Howard Feinglass
About Howard P. Feinglass
Howard P. Feinglass (age 64) is an independent director of USCB Financial Holdings (USCB) and U.S. Century Bank, serving since 2015. He is the founder and Senior Partner of Priam Capital (est. 2003), with responsibility for strategic planning, investment sourcing, and decision-making. He holds an MBA from UCLA and an A.B. from Brown University. Current external roles include director positions at Centrix Aerospace (since 2019), First National Bank of America (since 2023), and the Riverside Hawks (non-profit) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family Office (> $1B AUM) | Ran family office; diversified into alternatives and public holdings | 3 years (pre-2003) | Portfolio diversification mandate |
| Odyssey Partners (Private Equity) | Principal, private equity group | 5 years (pre-family office) | Deal execution and PE investing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centrix Aerospace (Seattle, WA) | Director | Since 2019 | Private company oversight |
| First National Bank of America (East Lansing, MI) | Director | Since 2023 | Bank director role |
| Riverside Hawks | Director | Not specified | Non-profit youth basketball organization |
Board Governance
- Independence: The board determined all directors except the CEO are independent under Nasdaq rules—this includes Feinglass .
- Committee assignments: Member, Compensation Committee (chair: W. Kirk Wycoff). Not on Audit & Risk or Nominating & Corporate Governance .
- Attendance and engagement:
- Board met 10 times in 2024; “No director attended fewer than 75%” of board and committee meetings .
- All directors attended the 2024 Annual Meeting (May 28, 2024) .
- Lead Independent Director: W. Kirk Wycoff; executive sessions authority detailed in lead director responsibilities .
Fixed Compensation
Director fee structure and Feinglass’s realized compensation (oldest → newest):
| Year | Annual Retainer ($) | Stock Awards ($) | Options Awards ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 75,000 | — | — | 75,000 |
| 2023 | — | 80,000 (paid fully in restricted stock) | — | 80,000 |
| 2024 | 90,000 | — | — | 90,000 |
Additional structural details:
- Company-wide director fee framework: 2024 annual retainer $90,000; committee chair adders: $10,000 (Audit & Risk chair $15,000); Board chair adder $28,000 if independent. For 2025, annual retainer increases to $110,000; chair fees unchanged .
- Options outstanding (fully vested) for Feinglass: 11,500 options as of 12/31/2024 .
Performance Compensation
- Director equity is time-based; no performance-condition metrics disclosed for directors’ equity. | Performance-linked element | Details | |---|---| | Metrics and targets tied to director pay | None disclosed (restricted stock awards granted to some directors were time-vested; no options granted in 2024) |
Other Directorships & Interlocks
| Entity | Type | Role/Connection | Notes |
|---|---|---|---|
| Priam Capital Fund II, LP | Significant shareholder | Priam’s GP is Priam Capital Associates, LLC; Feinglass is managing member | Board designation and matching rights via Side Letter/Investment Agreement; allows Priam to designate a board representative and seat on up to two committees while ownership thresholds are met |
| “Another insured financial institution” | Bank | Feinglass is a director of this institution’s parent or bank; Priam is a significant shareholder | USCB purchased multiple loan participations from this institution in 2023–2025 with fees/servicing terms; see Related Party Transactions below |
Expertise & Qualifications
- Finance/investing: Founder/Senior Partner at Priam Capital, former Odyssey Partners PE principal; ran a $1B+ AUM family office focused on alternative investments .
- Banking oversight: Director roles at USCB and First National Bank of America .
- Education: MBA (UCLA), A.B. (Brown) .
Equity Ownership
| Holder/Capacity | Shares | % Outstanding | Notes |
|---|---|---|---|
| Priam Capital Fund II, LP (beneficially attributed to Feinglass via GP role) | 4,518,309 | 22.5% | Feinglass may be deemed to have voting/dispositive power via Priam Capital Associates, LLC; disclaims beneficial ownership except to extent of pecuniary interest |
| Howard P. Feinglass (individual) | 6,314 | <1% | Individually owned shares referenced in footnote |
| Options (individual) | 11,500 | — | Fully vested options outstanding as of 12/31/2024 |
| Total shown for “Howard P. Feinglass” line (SEC table) | 4,536,123 | 22.6% | Includes Priam stake, individual shares, and options exercisable within 60 days |
Policy alignment safeguards:
- Anti-hedging and anti-pledging: Directors are prohibited from hedging company stock and from holding company securities in margin accounts or pledging as collateral; 10b5-1 plan restrictions and blackout windows apply .
Related Party Transactions (Conflict Monitoring)
- Loan participations and packages with institutions tied to Priam/Patriot:
- Late 2023: Package of 99 loan participations purchased from an insured financial institution where Feinglass and Wycoff are also directors; Priam and Patriot are significant shareholders of the parent. USCB’s interest $24.5M; fees paid ~$736,000 (3.0%); ongoing 50 bps servicing fee .
- Early/mid/3Q/4Q 2024: Three more packages from the same institution: $25.2M (fees ~$757,000; 3.0%), $19.0M (fees ~$743,000; 4.0%), $15.7M (fees ~$626,000; 4.0%); plus 4Q 2024 package $7.0M (fees ~$280,000; 4.0%); each with 50 bps servicing fee .
- 1Q 2025: Package of 78 participations totaling $20.0M; fees ~$800,000 (4.0%); 50 bps servicing fee .
- Governance protections:
- Related-party policy administered by the Audit & Risk Committee with pre-approval/ratification standards and arm’s-length requirements; as of 12/31/2024, no executive/director indebtedness and no related-party loans categorized as problem loans .
- Investment/Side Letter Agreements give Priam and Patriot preemptive/matching rights and board/committee designation rights (subject to regulatory/independence requirements) .
- Additional transactions (Patriot/Auxilior link via Wycoff): Multiple loan purchases/participations sourced through or involving Auxilior (Wycoff is Chairman), with specified upfront and servicing fees in 2023–2024 .
RED FLAGS: Repeated related-party loan participations with an insured institution where Feinglass is a director and Priam is a significant shareholder, alongside formal investor rights (board seat/committee placement) for Priam. While transactions are described as arm’s-length and policy-governed, concentration of influence plus fee-bearing transactions warrant ongoing monitoring of approvals, pricing comparables, and recusal practices .
Director Compensation Mix (Context)
- Shift in mix: Feinglass elected 100% equity (restricted stock) for 2023 ($80,000), then took all-cash retainer in 2024 ($90,000). Options outstanding remain from prior grants (11,500; fully vested). 2025 retainer increases to $110,000 company-wide, potentially further tilting cash mix absent equity elections .
Governance Assessment
- Positives:
- Deep finance and banking oversight experience; long-tenured director with consistent attendance and independence under Nasdaq rules .
- Significant economic alignment through Priam’s 22.5% stake (beneficially attributed), plus individual holdings/options; anti-hedging/pledging policy enhances alignment .
- Compensation committee participation; committee met seven times in 2024, indicating active oversight cadence .
- Risks and monitoring items:
- Investor rights (board/committee designation; matching rights) for Priam and Patriot can amplify influence; ensure committee independence and robust recusal on matters touching Priam/Patriot-linked transactions .
- Related-party loan participation flow and fees with an institution where Feinglass sits as a director (and Priam is a significant shareholder) pose perceived conflict risk despite policy safeguards; continued disclosure on pricing, approvals, and performance is advisable .
- Director equity for 2023 vested within the year and 2024 compensation was all cash; without ongoing equity deferral, long-term alignment relies primarily on Priam’s block ownership and policy constraints .
Appendix: Committee Snapshot (as of 2024 activity)
- Compensation Committee: Members include Feinglass; chair Wycoff; 7 meetings in 2024 .
- Audit & Risk Committee: Members Alonso, Abadin, Fernandez, Rodriguez; chair Rodriguez; 15 meetings in 2024 .
- Nominating & Corporate Governance Committee: Members Levitan, Abadin (chair), Wycoff; 3 meetings in 2024 .