Luis de la Aguilera
About Luis de la Aguilera
Luis de la Aguilera is President & CEO of USCB Financial Holdings, Inc. and U.S. Century Bank (CEO since 2015; Chairperson since June 2023; acting Chair January–June 2023), and a director since 2016 (USCB) and 2021 (USCB Financial Holdings) . He is age 65 and holds a B.A. in English Literature with a minor in Business Administration from the University of Miami . Under his leadership, USCB executed a reorganization and turnaround following the 2015 recapitalization . Pay-for-performance context: FY 2024 revenue and net income increased versus FY 2023, with quarterly net income rising through 2025 YTD; see Financial Performance tables below (S&P Global data; see table footnotes).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Century Bank (USCB Financial Holdings) | President & CEO; Chairperson of Boards | CEO since 2015; Chair since Jun-2023; acting Chair Jan–Jun 2023 | Directed reorganization, re-staffing, and turnaround post-2015 recapitalization . |
| TotalBank | President & CEO; President & CMO; EVP Corporate Lending; SVP Head of Business Development; Board member | 2013–2015; 2009–2013; 2001–2009; 2000–2001; Board 2006–2015 | Organized and led key production units; expanded footprint to 21 centers; chaired/served on Executive, Management, ALCO, BSA, Audit, Loan Committees . |
| Ocean Bank | Management and loan production positions | 1989–2000 | Commercial lending management experience . |
| Republic National Bank | Business development and lending | 1982–1988 | Early-career business development, lending . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Florida Bankers Association | Board member | Active years noted; recent involvement | Industry leadership and policy engagement . |
| Florida School of Banking (Univ. of Florida) | Director; associate instructor | 2012–2015; continued as instructor | Executive education and talent development . |
| ABA Government Relations Council | Florida Representative | 2014–2015 | Regulatory and government relations input . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 523,077 | 600,000 | 625,000; increased to $700,000 effective Oct 1, 2024 |
| All Other Compensation ($) | 69,508 | 71,652 | 72,069 |
| Target Annual Cash Bonus (% of Salary) | Up to 50% (contract) | Up to 50% (contract) | Up to 50% (contract) |
Notes: The employment agreement sets minimum base salary and target incentive ranges; actual awards are shown in Performance Compensation below.
Performance Compensation
| Award Type | Year | Metric/Structure | Target | Actual | Payout/Value | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | 2022 | Discretionary tied to earnings, ROA, classified assets | Up to 50% of salary | 300,000 | $300,000 | N/A (cash) |
| Annual Cash Bonus | 2023 | Discretionary tied to earnings, ROA, classified assets | Up to 50% of salary | 82,800 | $82,800 | N/A (cash) |
| Annual Cash Bonus | 2024 | Discretionary tied to earnings, ROA, classified assets | Up to 50% of salary | 358,000 | $358,000 | N/A (cash) |
| RSUs (Restricted Stock Awards) | 2023 | Time-based RSUs | N/A | 23,678 shares | $300,000 grant date FV | Pro rata over 3 years |
| RSUs (Restricted Stock Awards) | 2024 | Time-based RSUs | N/A | 137,136 shares | $2,011,251 grant date FV | Pro rata over 3 years |
| Stock Options (awarded in prior years) | 2021 | Options granted (IPO recognition) | N/A | 160,000 options (plus older grants) | N/A | 3-year vesting (1/3 per year) |
Additional details:
- Clawback: Compensation Recovery Policy adopted Dec 1, 2023, mandates recoupment of erroneously awarded incentive-based compensation upon restatements, regardless of fault .
- Equity form shift: Compensation Committee moved from options to RSUs starting in 2023 to align long-term interests and provide retention with three-year pro rata vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 478,974 shares (2.4% of outstanding) as of Apr 7, 2025 |
| Components (as of Apr 7, 2025) | Includes 240,000 options exercisable within 60 days and 124,969 unvested RS over which he has voting power |
| Unvested RSUs (as of Dec 31, 2024) | 111,254 shares; market value $1,974,759 at $17.75/share |
| Options Outstanding | 40,000 @ $7.50 exp 4/1/2026; 40,000 @ $11.35 exp 9/23/2029; 160,000 @ $12.05 exp 9/27/2031 |
| Pledging/Hedging | Prohibited for directors and executive officers; no margin accounts or pledges allowed |
| Trading Controls | 10b5-1 plan requirements, preclearance, blackout periods around earnings |
Employment Terms
| Term Element | Contract Provision |
|---|---|
| Agreement | Amended & restated employment agreement dated Jan 29, 2023 (replacing Sept 30, 2022) |
| Role | President & CEO of USCB Financial Holdings and U.S. Century Bank |
| Initial Term | Through Dec 31, 2025; subject to one-year extensions if approved by Boards, commencing Dec 31, 2023 |
| Base Salary | Min. $600,000 during initial term (Boards may increase thereafter) |
| Annual Cash Bonus | Up to 50% of base salary, subject to performance criteria and committee discretion |
| Long-term Equity | From 2023, stock awards/options up to 50% of base salary at target performance |
| Severance (non-CIC) | 1x current annual base salary + accrued annual cash bonus; continuation of certain medical/dental benefits; release required |
| Change-in-Control (CIC) | If terminated by Co other than for cause/death/disability or by executive for good reason concurrently with or within 12 months post-CIC: 2.99x highest annual compensation + certain benefits; release required (double-trigger) |
| Restrictive Covenants | 12-month non-compete and non-solicitation after termination |
| 280G Cutback | Benefits reduced to avoid parachute payment under IRC §280G |
Board Governance
- Dual role: Combined Chairperson and CEO since 2023; Board appointed a Lead Independent Director (W. Kirk Wycoff) to counterbalance combined roles . Independence assessment affirms all directors except de la Aguilera are independent under Nasdaq rules .
- Lead Independent Director responsibilities include liaison functions, information approval, meeting schedule approvals, and authority to call meetings of independent directors .
- Board activity and attendance: USCB Financial Holdings Board held 10 meetings in FY 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committees: Audit & Risk (Alonso, Abadin, Fernandez, Rodriguez; Rodriguez as chair; 15 meetings in 2024) ; Compensation (Alonso, Levitan, Abadin, Feinglass, Wycoff; Wycoff as chair; 7 meetings in 2024) ; Nominating & Corporate Governance (Levitan, Abadin, Wycoff; Abadin as chair; 3 meetings in 2024) .
- Director compensation: Employee-director (de la Aguilera) receives no additional director pay; non-employee directors received annual retainer of $90,000 in 2024 with specified chair fees; 2025 retainer increased to $110,000 .
Director Service History and Dual-Role Implications
- Board service: Director since 2016 (U.S. Century Bank) and 2021 (USCB Financial Holdings); Chairperson since June 2023 .
- Committee roles: As Chairperson/CEO, de la Aguilera is not listed as serving on standing committees (Audit, Compensation, Nominating), which remain independent .
- Dual-role considerations: Board explicitly recognized potential conflicts of an insider Chair and mitigated via regulatory oversight and Lead Independent Director structure .
Related Party Transactions and Oversight
- Multiple loan purchases and participations from entities affiliated with directors (Auxilior; institutions where Priam and Patriot are significant shareholders) were disclosed with fees, servicing arrangements, and independence safeguards; the Audit & Risk Committee oversees related party transaction policy and approvals .
Financial Performance (context for pay-for-performance)
Quarterly performance (oldest → newest):
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 1,326,000* | 2,464,000 | 3,211,000 | 3,438,000 | 3,627,000 | 3,716,000 | 3,370,000 | 3,684,000 |
| Net Income ($) | 2,721,000 | 4,612,000 | 6,209,000 | 6,949,000 | 6,904,000 | 7,658,000 | 8,140,000 | 8,939,000 |
Annual performance:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 5,228,000* | 7,403,000* | 12,740,000 |
| Net Income ($) | 20,141,000 | 16,545,000 | 24,674,000 |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Mix shift toward equity: RSU grant date fair value rose from $300,000 in 2023 to $2,011,251 in 2024, while cash bonus increased from $82,800 to $358,000, reinforcing retention and alignment through multi-year vesting .
- Option usage discontinued: No options granted in 2023–2024; RSUs adopted as primary long-term incentive to reduce risk and strengthen retention .
- Guaranteed vs at-risk: Base salary increased to $700,000 effective Oct 1, 2024, but at-risk components (annual bonus tied to performance metrics and RSUs) remain central under committee discretion and clawback policy .
- Governance protections: Anti-hedging/pledging policies, clawback adoption, and independent committee oversight of CEO pay reduce misalignment risk .
Risk Indicators & Red Flags
- Dual-role Chair/CEO mitigated by Lead Independent Director and independent committees .
- Related party transactions disclosed with committee oversight; ongoing monitoring recommended .
- Clawback policy in place and anti-hedging/pledging prohibitions (alignment positive) .
Compensation Peer Group & Say-on-Pay
- Peer group targeting and say-on-pay outcomes are not disclosed in the extracted materials; USCB should be monitored for future proxy detail .
Expertise & Qualifications
- Extensive executive banking experience across lending, marketing, and bank turnarounds; industry governance roles (FBA, ABA Govt Relations Council, education roles) . Education: University of Miami B.A. .
Work History & Career Trajectory
- Progressive leadership across regional banks (TotalBank, Ocean Bank, Republic National Bank), culminating in USCB turnaround leadership and board chairmanship .
Equity Incentive Plan
- Amended and Restated 2015 Equity Incentive Plan authorizes options and restricted stock; amended in Dec 2021 to 2,400,000 shares and to include restricted stock awards; administered by Compensation Committee .
Investment Implications
- Alignment: Significant personal ownership (2.4%), unvested RSUs with multi-year vesting, and prohibitions on pledging/hedging support alignment; clawback adds protection .
- Retention/CIC: Non-CIC severance (1x salary + bonus accrual) and CIC double-trigger (2.99x highest annual comp) are standard-to-rich; retention risk moderate given equity-heavy mix .
- Performance linkage: Rising net income through 2024–2025 with discretionary annual bonus tied to earnings/ROA/classified assets metrics suggests credible linkage, though lack of disclosed weightings reduces transparency .
- Governance: Dual-role is a watch item; Lead Independent Director structure, independent committees, and high meeting cadence partially mitigate concerns .