Martha Guerra-Kattou
About Martha Guerra-Kattou
Executive Vice President, Director of Sales and Marketing at USCB since 2016; age 56. Oversees operations of all full‑service banking centers across Miami‑Dade and south Broward; 30+ years in bank operations, sales, and marketing; education at Miami‑Dade College with additional banking leadership programs (Florida School of Banking; ABA; UCF College of Business coursework) . Company performance context: Q4 2024 fully diluted EPS $0.34, ROAA 1.08%, ROAE 12.73%, and dividend doubled to $0.10 per share .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| USCB Financial Holdings / U.S. Century Bank | EVP, Director of Sales & Marketing | 2016–present | Oversees operations of all full‑service banking centers; sales and marketing leadership |
| TotalBank | Director of Sales & Marketing | 2012–Dec 2016 | Led sales and marketing across franchise |
| TotalBank | SVP, Project Management | Nov 2011–Aug 2012 | Managed cross‑functional initiatives |
| TotalBank | VP, Branch Administration | 2000–Nov 2011 | Oversight of branch network operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No public external directorships or roles disclosed in 2025 proxy |
Fixed Compensation
- Specific base salary, target bonus %, and actual bonus for Martha are not disclosed in the 2025 proxy; NEO cash/equity details shown only for CEO, CFO, and Chief Lending Officer .
Performance Compensation
- Design features (company‑wide): executives eligible for annual cash bonuses tied to earnings, return on assets (ROA), and level of classified assets; awards are discretionary and based on performance vs. these metrics .
- Equity program: company shifted from options to restricted stock awards (RSAs) beginning in 2023; RSAs generally vest pro‑rata annually over three years on grant anniversary .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings | Not disclosed | Not disclosed | Not disclosed | Discretionary bonus basis | N/A |
| ROA | Not disclosed | Not disclosed | Not disclosed | Discretionary bonus basis | N/A |
| Level of Classified Assets | Not disclosed | Not disclosed | Not disclosed | Discretionary bonus basis | N/A |
| Restricted Stock Awards | N/A | N/A | N/A | N/A | Pro‑rata annual vesting over 3 years |
Equity Ownership & Alignment
- Insider policy prohibits pledging, margin accounts, short sales, and hedging by directors and executive officers—reduces misalignment risk .
- Clawback: compensation recovery policy effective Dec 1, 2023 requires recovery of erroneously awarded incentive compensation upon restatements, irrespective of misconduct .
| Item | Detail |
|---|---|
| Total beneficial ownership | 37,339 shares after 9/8/2025 transaction (per Form 4 summary) |
| Ownership as % of shares outstanding | ~0.19% computed from 37,339 / 20,048,385 shares outstanding |
| Vested vs. unvested | Not disclosed for Martha specifically; company RSAs typically vest over 3 years |
| Options – exercisable/unexercisable | Not fully disclosed for Martha; a 9/8/2025 Form 4 shows option exercise of 6,000 shares at $7.50 |
| Pledging status | Executives prohibited from pledging per insider policy |
| Stock ownership guidelines | Not disclosed in 2025 proxy |
Vesting Schedules and Insider Selling Pressure
| Date | Transaction | Shares | Price | Notes |
|---|---|---|---|---|
| 2025‑09‑08 | Option exercise and open‑market sale | 6,000 exercised; 6,000 sold | $7.50 strike; $16.85 sale | Form 4 filed 9/9/2025; reduced holdings to 37,339 shares |
| 2025‑01‑22 | Reported change in beneficial ownership (Form 4) | Not disclosed | Not disclosed | Filing indicates activity; details require Form 4 review |
| 2025‑10‑30 | Form 4 filed | Not disclosed | Not disclosed | Reported transaction; details in filing |
Interpretation: The September 2025 exercise-and-sale indicates periodic liquidity and imposes short‑term selling pressure; use of 10b5‑1 preclearance and blackout windows applies under policy .
Employment Terms
- No individual employment agreement for Martha is disclosed in the 2025 proxy; only CEO and CFO agreements (term, severance, and change‑of‑control multiples) are detailed .
- Non‑compete/non‑solicit covenants apply to CEO/CFO post‑termination; Martha‑specific covenants are not disclosed .
Governance and Policies Relevant to Alignment
- Anti‑hedging/anti‑pledging, preclearance, blackout periods, and 10b5‑1 plan constraints limit misalignment and opportunistic trading by executives .
- Compensation committee independence and use of peer benchmarks (targeting median to 75th percentile) guide pay philosophy; specific peer list and target percentiles for Martha not disclosed .
Performance & Track Record
- Role impact: multi‑year leadership of sales, marketing, and branch operations across USCB’s footprint; detailed individual KPIs not disclosed .
- Company performance snapshot: Q4 2024 EPS $0.34, ROAA 1.08%, ROAE 12.73%, dividend to $0.10—useful context for incentive outcomes .
Investment Implications
- Alignment: Ownership appears modest (~0.19% of shares outstanding post‑sale), but anti‑pledging/anti‑hedging policies and a clawback framework improve alignment quality .
- Selling pressure: Documented option exercise and sale in Sept 2025 suggests periodic liquidity; monitor additional Form 4s for pattern and any 10b5‑1 plan disclosures .
- Retention risk: Absence of disclosed employment agreement and severance/COC terms for Martha limits visibility on retention economics; company‑wide RSAs with 3‑year vesting and bonus metrics (earnings/ROA/classified assets) provide ongoing retention levers .
- Pay‑for‑performance: Bonus metrics oriented to profitability and asset quality; investors should tie branch sales/marketing execution to reported ROA/EPS trends when evaluating incentive payouts, recognizing that Martha‑specific targets/payouts are not disclosed .