Robert Kafafian
About Robert E. Kafafian
Independent director at USCB Financial Holdings and U.S. Century Bank since March 2022; age 69. Founder, Chairman, and CEO of The Kafafian Group, Inc.; 40+ years advising 500+ financial institutions, recognized for bank performance measurement and profitability software design; prior roles include President-Consulting Services & Managing Director at Tucker Anthony Capital Markets (now RBC Capital Markets), President & CEO of The Q Group, Vice President at Bradford Trust, Director of Budgeting & Profit Planning at United Jersey Bank, and Controller at First National State Bank Corporation. Education: B.A. in Business/Economics (Moravian University), M.B.A. in Finance (Fairleigh Dickinson University); AMIfs Lifetime Achievement award; Certified Profitability Professional .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tucker Anthony Capital Markets (RBC Capital Markets) | President – Consulting Services & Managing Director | Not disclosed | Banking advisory leadership |
| The Q Group, Inc. | President & CEO (merged with Hopper Soliday/Tucker Anthony) | Not disclosed | Led firm to merger |
| Bradford Trust Company | Vice President | Not disclosed | Banking operations |
| United Jersey Bank | Director of Budgeting & Profit Planning | Not disclosed | Performance planning |
| First National State Bank Corporation | Controller | Not disclosed | Finance controls |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Association for Management Information in Financial Services (AMIfs) | President of Board of Directors | Not disclosed | Lifetime Achievement award recipient |
| Financial Managers Society | Strategic Issues Council Member | Not disclosed | Industry policy engagement |
| Various companies and professional, community, academic orgs | Board member | Not disclosed | Not itemized in filing |
Board Governance
- Independence: Board affirmed all non-employee directors are independent; Kafafian classified independent .
- Committee assignments: Chair of Asset-Liability Committee (ALCO) at the Bank; served as ALCO chair in latter half of 2023 and in 2024 (compensation footnotes reflect chair fee) .
- Standing committees: Not listed among members of Audit & Risk, Compensation, or Nominating & Corporate Governance committees in 2024–2025 proxies .
- Attendance and engagement: All directors attended 2024 Annual Meeting; Board met 10 times in FY2024 with no director below 75% attendance; 2023 Annual Meeting attendance also 100% and no director below 75% across 12 meetings .
- Risk oversight: Board utilizes Audit & Risk Committee and ALCO for enterprise risk management; ALCO focuses on U.S. Century’s ERM .
- Lead Independent Director: W. Kirk Wycoff since January 2023; oversees independent directors’ sessions and agendas .
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (Board policy) | $80,000 (non-employee director retainer) | $90,000 (non-employee director retainer) |
| Fees Earned or Paid in Cash (Kafafian) | $45,000 | $55,000 |
| Stock Awards ($) (Kafafian) | $40,000 | $45,000 |
| Total ($) (Kafafian) | $85,000 | $100,000 |
| Committee chair fee policy | $10,000 for committee chairs; $15,000 for Audit chair | Same (Audit chair $15,000) |
| Board chair fee policy | $28,000 (if independent director serves as chair) | $28,000 (if independent director serves as chair) |
| FY 2025 retainer change | Under review (2024 proxy) | Will increase to $110,000 |
Performance Compensation
| Equity element | FY 2023 | FY 2024 |
|---|---|---|
| Restricted stock award (shares) | 3,157 shares (fully vested by Dec 31, 2023) | 4,229 shares (fully vested by Apr 30, 2024) |
| Options granted (year) | None granted in 2023 | None granted in 2024 |
| Options outstanding (status) | 5,000 options; fully vested | 5,000 options; fully vested |
Note: Director equity awards are time-based restricted stock; no performance metrics (TSR, ROA, etc.) are disclosed for director compensation; the company shifted director grants from options to RSAs starting in 2023 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards (current) | None disclosed for Kafafian in USCB filings |
| Compensation committee interlocks | Company disclosed no compensation committee interlocks in 2024; Kafafian is not a member of the compensation committee |
| Investor governance rights (Board composition) | Priam and Patriot have rights to nominate Board reps and committee placements; relates to other directors (Feinglass/Wycoff), not to Kafafian |
Expertise & Qualifications
- Banking performance measurement expert; designed nationally recognized bank profitability software; frequent industry speaker and educator .
- Deep advisory experience across 500+ institutions; senior finance/operations roles at multiple banks and capital markets firms .
- Certified Profitability Professional; AMIfs Lifetime Achievement award .
Equity Ownership
| Metric | FY 2023 (as of Apr 6, 2023) | FY 2024 (as of Apr 8, 2024) | FY 2025 (as of Apr 7, 2025) |
|---|---|---|---|
| Shares beneficially owned | 13,157 | 13,157 | 17,386 |
| Ownership % | <1% (*) | <1% (*) | <1% (*) |
| Options exercisable within 60 days | 5,000 | 5,000 | 5,000 |
| Unvested director RSAs (year-end) | 0 (2023 RSA fully vested by 12/31/23) | 0 (2024 RSA fully vested by 4/30/24) | |
| Anti-hedging/pledging policy | Directors prohibited from hedging, short sales, derivatives; cannot hold shares in margin accounts or pledge as collateral |
Insider Trades and Filings
| Year | Note |
|---|---|
| 2023 | Company disclosed Kafafian was late reporting one transaction on Form 4 |
| 2024 | Company disclosed Kafafian was late reporting one transaction on Form 4 |
Governance Assessment
- Strengths: Independent director; ALCO chair role enhances risk oversight; full board and committee attendance thresholds met; robust insider trading policy prohibiting hedging and pledging; lead independent director structure balances combined Chair/CEO .
- Alignment: Receives annual equity grants (RSAs) and holds options; beneficial ownership remains <1%—typical for bank directors but offers modest “skin in the game” .
- Compensation structure: Shift from options to RSAs for directors since 2023; cash retainer increased from $80k (2023) to $90k (2024), with Board policy indicating $110k for 2025; Kafafian’s total comp rose from $85k to $100k (cash + stock) YoY .
- Conflicts: No related-party transactions disclosed involving Kafafian; related-party activity primarily involves other directors (Feinglass, Wycoff) and their affiliated institutions; audit/risk committee oversees related-party policies and approvals .
- RED FLAGS: Repeated late Form 4 (disclosed in consecutive proxies); low personal share ownership; however, no pledging and no disclosed related-party dealings for Kafafian mitigate conflict risks .