Ramon Rodriguez
About Ramon A. Rodriguez
Independent director since February 2022; age 79 as of April 7, 2025. Former Chairman and CEO of Cable Insurance Company, with a long track record as Chairman of Republic Services (NYSE: RSG) and director at Alico (Nasdaq: ALCO), and PBS; career foundation in public accounting as President/CEO of Madsen, Sapp, Mena, Rodriguez & Co. (acquired by Crowe Horwath in 2006) . Currently chairs USCB’s Audit and Risk Committee and is designated the audit committee financial expert; Board affirmed his independence under Nasdaq rules . Education: B.S. Accounting (Florida Atlantic University); Harvard Business School Owner/President Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cable Insurance Company | Chairman & CEO | Apr 2021–2023 | Led a commercial auto insurer; retired 2023 |
| Republic Services, Inc. (NYSE: RSG) | Director; Chairman of the Board | 1999–2020 | Oversight of a large-cap public company |
| Alico, Inc. (Nasdaq: ALCO) | Director | 2009–2015 | Sector: agriculture/environmental resources |
| Madsen, Sapp, Mena, Rodriguez & Co. | President & CEO | 1971–2009 | Firm acquired by Crowe Horwath (2006) |
| DME Corporation | Founder, Treasurer, Director | 1975–2009 | Defense/aerospace manufacturing |
| Public Broadcasting Service (PBS) | Director | 2015–2021 | Non-profit governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Florida Board of Accountancy | Chairman | Prior role | State regulatory oversight |
| Florida Institute of CPAs | President | Prior role | Professional body leadership |
Board Governance
- Committees: Chairs Audit and Risk; members include Alonso, Abadin, Fernandez; audit committee met 15 times in 2024 and designated Rodriguez as the “audit committee financial expert” .
- Independence: Board determined all directors except the CEO are independent per Nasdaq; Rodriguez is independent .
- 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 .
- Lead independent director: W. Kirk Wycoff since January 2023; approves Board information/agenda and can call meetings of independent directors .
- Code of Ethics: Anti-hedging and anti-pledging policy; directors must pre-clear transactions and gifts; no margin/pledging permitted .
- Related party oversight: Audit & Risk Committee administers the related party transaction policy, pre-approves/ratifies transactions, and can terminate non-compliant arrangements .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $90,000 | Paid quarterly; up to 100% can be taken as restricted stock |
| Committee chair fee (Audit & Risk) | $15,000 | Audit chair higher than other committees |
| Total 2024 director compensation | $105,000 | No options granted in 2024 |
| 2025 Board retainer (cash) | $110,000 | Committee chair fees unchanged vs. 2024 |
Performance Compensation
- Directors may elect to receive retainer in restricted stock; no performance-based director metrics disclosed; no options granted to non-employee directors in 2024 .
- Audit committee chair responsibilities rather than incentive metrics drive governance performance .
Other Directorships & Interlocks
| Company | Status | Role | Interlock/Notes |
|---|---|---|---|
| Republic Services, Inc. (NYSE: RSG) | Prior | Director; Board Chair | Ended 2020 |
| Alico, Inc. (Nasdaq: ALCO) | Prior | Director | 2009–2015 |
| PBS | Prior | Director | 2015–2021 |
| Crowe LLP (USCB auditor) | N/A | N/A | USCB’s auditor in 2024/2025; Rodriguez’s former firm was acquired by Crowe Horwath in 2006; audit committee confirmed auditor independence and no relationships beyond typical client work . |
Note: No compensation committee “interlocks” in 2024 (no cross-director compensation overlapping roles) .
Expertise & Qualifications
- Financial expertise: Designated audit committee financial expert; decades of public company board leadership and accounting firm management .
- Regulatory and governance experience: Former Chair of Florida Board of Accountancy; strong familiarity with audit/regulatory standards .
- Education: B.S. Accounting; HBS OPM program .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership – shares | 17,000 | |
| Options outstanding (exercisable within 60 days) | 5,000 | |
| Ownership % of Class A Common | <1% (*) | |
| Shares outstanding (Class A) | 20,048,385 | |
| Pledged shares | Prohibited by policy; none disclosed | |
| Indebtedness to USCB | None for directors/officers as of Dec 31, 2024 |
Insider Trading and Filings
| Item | Status | Notes |
|---|---|---|
| Section 16(a) compliance (2024) | Compliant | No delinquent filings disclosed for Rodriguez; two other directors had late Form 4s |
| Anti-hedging/pledging | Prohibited | Company policy bans hedging, short sales, and pledging by directors |
Governance Assessment
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Strengths
- Independent director chairing Audit & Risk with “financial expert” designation; committee met 15 times in 2024, indicating active oversight of financial reporting, controls, and risk (including cybersecurity) .
- High engagement indicators: attendance compliance and participation in the annual meeting; Board has lead independent director structure balancing combined Chair/CEO .
- Clear insider trading restrictions (no hedging/pledging) and formal related-party transaction policy administered by the audit committee .
-
Potential Risk Indicators and RED FLAGS
- Board-level related-party exposures: repeated loan purchases/participations sourced through entities tied to other directors (e.g., Auxilior/Patriot/Priam), increasing perception risk; audit committee oversight and policy guardrails are in place, but continued scrutiny is warranted .
- Structural investor influence rights: Side Letter Agreement gives Patriot and Priam ongoing Board representation and committee selection rights, which can affect governance dynamics; requires strong audit committee independence and process rigor .
- Auditor familiarity risk: Historic acquisition of Rodriguez’s prior firm by Crowe Horwath vs. current auditor Crowe LLP; audit committee affirmed independence and absence of relationships beyond typical engagements .
Overall read-through: Rodriguez’s deep accounting and public board experience, combined with his audit chair role and independence, are positives for investor confidence. The board’s related-party transactions, while disclosed and policy-controlled, merit continued monitoring, with the audit committee’s proactive engagement being a key mitigating factor .