Kirk Wycoff
About W. Kirk Wycoff
Kirk Wycoff (age 66) is Lead Independent Director of USCB Financial Holdings (since January 2023) and has served on the USCB board since its formation in 2021 and on U.S. Century Bank’s board since 2015. He is Managing Partner of Patriot Financial Partners, with prior CEO/Chair roles at Continental Bank Holdings and Progress Financial Corp; he holds a B.A. in Business Administration and Finance from Franklin & Marshall College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Bank Holdings, Inc. | Chairman & CEO | Prior to Patriot (years not disclosed) | Executive leadership in banking |
| Progress Financial Corp / Progress Bank | CEO & President | Prior to Patriot (years not disclosed) | Executive leadership in banking |
| Various prior boards (e.g., Square 1 Financial, Guaranty Bancorp, Heritage Commerce, Limestone Bancorp, Banc of California, Radius Bancorp; NewSpring Ventures Fund I; NewSpring Mezzanine Fund) | Director | Years not disclosed | Multiple public bank boards; private fund boards |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| First National Bancshares, Inc. / First National Bank of America | Director | Public/Bank | Current board service |
| Grasshopper Bancorp, Inc. / Grasshopper Bank, N.A. | Director | Private/Public Bank | Current board service |
| Auxilior Capital Partners, Inc. | Chairman/Director | Private (finance) | Current board service; transactions with USCB noted below |
| Thread Bancorp, Inc. / Thread Bank | Director | Bank | Current board service |
| The Lincoln Center | Director | Non-profit | Current board service |
Board Governance
- Independence: Board determined all non-employee directors are independent; Wycoff is Lead Independent Director since January 2023 .
- Committee roles: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Attendance: Board met 10 times in 2024; no director attended fewer than 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Lead Independent Director responsibilities: Liaison with Chair/independent directors; approves Board information and schedules; authority to call meetings of independent directors .
Fixed Compensation
| Component | 2024 | 2025 (Policy) |
|---|---|---|
| Annual Board cash retainer | $90,000 | $110,000 |
| Committee chair fee (Compensation) | $10,000 | $10,000 (unchanged) |
| Additional Board chair fee (only if independent director chairs Board) | $0 (not applicable) | $0 (not applicable) |
| Total paid (Disclosed) | $100,000 | N/A |
Performance Compensation
| Metric | 2024 | Vesting/Terms |
|---|---|---|
| Stock awards (RSUs) | $0 (none granted to Wycoff) | N/A |
| Option awards (new grants) | $0 (none in 2024) | N/A |
| Options outstanding | 11,500 (fully vested) | Fully vested |
| Clawback policy coverage | Compensation recovery policy applies to executive officers; administered by Compensation Committee | Policy effective Dec 1, 2023 |
Other Directorships & Interlocks
| Entity | Wycoff Role | Interlock/Transaction with USCB | Terms/Fees |
|---|---|---|---|
| Auxilior Capital Partners, Inc. | Chairman/Director | U.S. Century Bank purchased loans/participations sourced from Auxilior in 2023–2024 | 2023: $285k on $10.0mm loans; $481k on $15.0mm participation; $589k on $15.5mm participation; 2024: $306k on $7.9mm loans; later 2024 participation: no upfront fee; 1.1% of interest retained; servicing fees 8 bps on declining balances |
| “Another insured financial institution” where Wycoff (and Feinglass) are directors; Patriot and Priam are significant shareholders of the parent | Director | Multiple packages of loan participations purchased by U.S. Century Bank in late 2023–2025 | Fees: 3.0–4.0% of aggregate principal; servicing fees 50 bps; examples: $24.5mm package with $736k fee (3.0%); $25.2mm with $757k (3.0%); $19.0mm with $743k (4.0%); $15.7mm with $626k (4.0%); $7.0mm with $280k (4.0%); Q1’25 $20.0mm with $800k (4.0%) |
| Patriot Financial Partners | Managing Partner | Investor rights via side letter: nomination of a Board representative; right to have director serve on up to two committees selected by Patriot (subject to legal/listing requirements); matching/preemptive rights for new equity | Board nomination and committee rights persist while ownership thresholds maintained; matching stock rights; information rights |
Expertise & Qualifications
- Banking PE/operator with >18 years as executive officer; risk, credit, resolution, and risk assessment experience .
- Extensive finance and banking director experience across multiple institutions .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 4,497,409 |
| Ownership (% of outstanding) | 22.4% |
| Composition notes | Includes 4,485,909 shares held by Patriot Funds; Wycoff disclaims beneficial ownership except to extent of pecuniary interest |
| Options outstanding | 11,500 (exercisable within 60 days) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and executive officers |
Governance Assessment
- Board effectiveness and engagement
- Lead Independent Director role with defined authority enhances independent oversight under combined Chair/CEO structure .
- Committee leadership: Chairs Compensation Committee; member of Nominating & Governance; committees met regularly (Compensation: 7 times in 2024; Nominating: 3 times) .
- Attendance: No director below 75% attendance; all directors attended the 2024 annual meeting—supportive of engagement .
- Alignment and incentives
- Significant “skin in the game” via 22.4% beneficial ownership (largely through Patriot), aligning interests with shareholders, but also concentration risk of influence .
- Director pay for Wycoff is primarily fixed cash ($90k retainer; $10k chair fee in 2024); no RSUs in 2024; options outstanding from prior grants are fully vested—minimal ongoing performance-based director pay .
- Potential conflicts and related-party exposure — RED FLAGS
- Auxilior transactions: Multiple loan purchases/participations with fees paid to Auxilior while Wycoff serves as Chairman—related party risk, though company states ordinary-course/arms-length oversight via Audit & Risk Committee .
- Transactions with another insured financial institution where Wycoff and Feinglass are directors; Priam/Patriot are significant shareholders—numerous packages with 3–4% fees and servicing fees—interlock and related-party risk .
- Investor rights: Side letter grants Patriot nomination and committee selection rights (up to two committees) while ownership thresholds persist; Wycoff chairs Compensation Committee. Although subject to legal/listing requirements, these rights can create perceived influence over committee composition and oversight—monitor for independence challenges .
- Mitigants and policies
- Audit & Risk Committee administers related-party transaction policy requiring pre-approval/ratification and arms-length review; no related party loans outstanding as of year-end 2024 .
- Insider trading policy prohibits hedging and pledging; trading controls and blackout periods in place .
- Board affirms independence for non-employee directors under Nasdaq rules .
Additional Notes
- Director Compensation Policy Trends: 2025 annual cash retainer increased to $110,000 (committee chair fees unchanged); watch for shift in cash/equity mix and implications for independence/alignment .
- Section 16 compliance: No delinquent Section 16 filings disclosed for Wycoff in 2024 (two other directors had late reports) .