Ramón Abadin
About Ramón Abadin
Ramón Abadin is an independent director of USCB Financial Holdings (since formation in 2021) and of U.S. Century Bank (since 2017). He is an active trial lawyer in Miami and partner of Ramon A. Abadin, P.A., with prior leadership as President of the Florida Bar and the Cuban American Bar Association, and service on federal judicial nominating committees (11th Circuit and national) . He holds a J.D. from Loyola University New Orleans (1985) and a B.A. in History from Tulane University (1981), and is age 66 . The Board has affirmatively determined he is independent under Nasdaq rules . He also serves as a director for Florida Lawyers Mutual Insurance Company (since 2017) and WestCare Foundation, Inc. (since 2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Florida Bar | President (past) | Not disclosed | Prominent leadership in Florida legal community |
| Cuban American Bar Association | President (past) | Not disclosed | Community leadership |
| Federal judicial nominating (11th Cir. & national) | One of 15 committee members evaluating prospective federal bench nominees | Not disclosed | Judicial selection influence |
| Ramon A. Abadin, P.A. | Partner (trial lawyer) | Current | Represents large multinationals and insurers in complex matters |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Florida Lawyers Mutual Insurance Company (Oviedo, FL) | Director | Since 2017 | Insurance-sector board role (not disclosed as public company) |
| WestCare Foundation, Inc. (Las Vegas, NV) | Director | Since 2007 | Non-profit governance |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit & Risk Committee – Member (Chair: Ramon A. Rodriguez); met 15x in 2024 |
| Compensation Committee – Member (Chair: W. Kirk Wycoff); met 7x in 2024 | |
| Nominating & Corporate Governance Committee – Chair; met 3x in 2024 | |
| Independence | Board determined all non-employee directors, including Abadin, are independent under Nasdaq rules |
| Board structure | Combined CEO/Chair; Lead Independent Director is W. Kirk Wycoff (since Jan 2023) |
| Attendance | Board held 10 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the May 28, 2024 annual meeting |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (non-employee directors) | $90,000 | $110,000 (announced) |
| Committee chair fee – Nominating & Corporate Governance | $10,000 | $10,000 (unchanged) |
| Audit & Risk chair fee (reference) | $15,000 | $15,000 (unchanged) |
| Board chair (if independent director) | $28,000 | $28,000 (unchanged) |
| Abadin – Fees earned in cash | $100,000 (retainer + nom/gov chair) | Not disclosed (future year) |
Notes:
- Up to 100% of the retainer may be paid in restricted stock instead of cash (company-wide policy for directors) .
Performance Compensation
| Equity Compensation Element | 2024 |
|---|---|
| Stock awards (RSUs/DSUs) – grant date fair value | $0 for R. Abadin (no stock awards granted to him in 2024) |
| Option awards – grant date fair value | $0 (no options granted to non-employee directors in 2024) |
| Options outstanding (fully vested) | 9,000 options outstanding for R. Abadin (all non-employee director options fully vested) |
| Performance metrics tied to director pay | Not disclosed/applicable; director program consists of retainers, committee/chair fees, and potential equity grants |
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Abadin in the nominee biography; external roles listed are private/non-profit .
- Investor governance rights context: Priam Capital and Patriot Financial Partners have board nomination and committee placement rights via a Side Letter (while ownership thresholds persist); these apply to investor designees, not to Abadin specifically .
- Related-party transactions: The company disclosed multiple related-party loan participations and fees involving entities associated with other directors (e.g., Auxilior/Patriot/Priam), but did not name Abadin as a party to any transaction in 2023–2025 disclosures . The company also stated that as of Dec 31, 2024 none of the executive officers and directors (nor immediate families/affiliates) were indebted to the company .
Expertise & Qualifications
- Trial lawyer with experience representing large multinationals and insurers in complex commercial and tort matters; extensive leadership in Florida legal community (past President of Florida Bar and of Cuban American Bar Association) .
- Judicial selection involvement: Served on small national/11th Circuit committees evaluating prospective federal judges, indicating governance/legal oversight expertise .
- Education: J.D., Loyola University New Orleans School of Law (1985); B.A. in History, Tulane University (1981) .
- Recognition: Recipient of the G. Kirk Haas Award from the Florida Bar .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (Class A) | 40,113 shares (<1% of outstanding) |
| Options exercisable within 60 days | 9,000 shares (included in beneficial ownership) |
| Unvested director stock awards | None disclosed for Abadin |
| Pledging/Hedging | Company policy prohibits directors from hedging and pledging USCB securities; also restricts margin accounts |
| Section 16(a) compliance | Company reports all officers/directors complied in 2024 except two late Form 4s (not Abadin) |
Governance Assessment
- Strengths:
- Independent director with legal/governance expertise; chairs Nominating & Corporate Governance Committee; sits on Audit & Risk and Compensation committees, supporting board effectiveness and oversight .
- Engagement: No director attended fewer than 75% of Board/committee meetings; full board attendance at 2024 annual meeting indicates engagement .
- Alignment and trading discipline: Holds 40,113 shares (<1%); option exposure is modest and fully vested; anti-hedging/anti-pledging policy reduces alignment risk from hedging/pledging .
- Watch items:
- Board ecosystem includes investor-nominated directors and multiple related-party loan transactions involving entities tied to other directors (Patriot/Priam/Auxilior); while none name Abadin, as nom/gov chair he bears responsibility for conflict oversight and board composition hygiene .
- Director pay structure is primarily fixed cash (2024), with 2025 retainer increase to $110,000; equity usage for directors is permitted but not universal—Abadin took all-cash in 2024, which modestly reduces equity alignment versus peers who elect stock .