Blaise C. Bender
About Blaise C. Bender
Independent Class I director at Usio since April 1, 2019; age 68; Audit Committee chair and designated audit committee financial expert. President and Managing Stockholder of Blaise C. Bender, P.C.; licensed CPA and member of the Texas Bar; adjunct faculty in Trinity University’s Master of Accounting program. Education: BBA in Accounting and MS in Finance (Texas A&M), MPA in Taxation (UTSA), and JD (St. Mary’s University). Board believes he is qualified due to extensive financial and accounting experience; current term expires at the 2027 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Andersen; Deloitte; Ernst & Young | Various roles in public accounting | Not disclosed (earlier in career) | Developed deep accounting/tax expertise |
| Full-time college professor | Professor | Over 20 years (earlier career) | Academic rigor; training in finance/accounting |
External Roles
| Organization | Role | Start/End | Notes |
|---|---|---|---|
| Credit Human, FCU | Chairman of the Board | Not disclosed | Financial services governance leadership |
| Texas Society of CPAs | Chairman | Not disclosed | Professional standards leadership |
| Trinity University (Master of Accounting) | Adjunct faculty | Not disclosed | Academic teaching |
Board Governance
- Classification and tenure: Class I director; director since 2019; term ends 2027 .
- Independence: Board determined Bender is independent under Nasdaq Rule 5605(a)(2) .
- Committee roles:
- Audit Committee: Chair; designated audit committee financial expert since April 1, 2019 .
- Compensation Committee: Member (former chair until July 12, 2023) .
- Nominations & Corporate Governance Committee: Member (former chair until July 12, 2023) .
- Meeting cadence and attendance:
- Board met 5 times in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Audit Committee met 4 times (plus 1 unanimous written consent) in 2024 .
- Compensation Committee met 2 times (plus 1 unanimous written consent) in 2024 .
- Nominations & Corporate Governance Committee met 1 time in 2024 .
- Governance practices: Regular executive sessions of independent directors; CEO serves as combined Chair/CEO with independent oversight practices .
Fixed Compensation
| Year | Cash Fees ($) | Audit Chair Stipend ($) | Other Chair Fees ($) | Notes |
|---|---|---|---|---|
| 2024 | 19,000 | Included in cash; Audit Chair receives $15,000 per annum, payable upon timely 10-K filing | None (only Audit Chair receives additional stipend) | Base director compensation is $1,000 per quarter for Board/committee/annual meeting participation |
- Additional CPA stipend: Audit Committee members who are not the chair and who hold a valid CPA license receive $5,000 per annum (not applicable to chair) .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Price ($) | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| Apr 1, 2020 | RSUs | 10,000 | 1.08 | 3-year vesting | Not separately disclosed for director grants |
| Nov 18, 2021 | RSUs | 12,000 | 6.39 | 3-year vesting | Not separately disclosed for director grants |
| Mar 16, 2023 | RSUs | 21,000 | 1.60 | 3-year vesting | Not separately disclosed for director grants |
| Jun 21, 2024 | RSUs | 21,000 | 1.55 | 3-year vesting; equal tranches | Not separately disclosed for director grants |
| FY 2024 total director stock awards | RSUs | Aggregate across 2024 | — | — | 32,550 (aggregate grant-date fair value for Bender) |
- Performance metrics tied to director compensation: Not disclosed (director RSUs described as “performance bonus” but no explicit performance metrics) .
Other Directorships & Interlocks
| Company | Public/Private | Committee Roles | Potential Interlock with Usio |
|---|---|---|---|
| Credit Human, FCU | Private (credit union) | Chairman | None disclosed |
| Texas Society of CPAs | Non-profit/professional | Chairman | None disclosed |
| Prior public company boards | — | — | None disclosed |
Expertise & Qualifications
- Audit committee financial expert; CPA and JD, with extensive tax, finance, and transactional experience .
- Leadership roles in financial institutions and professional bodies (Credit Human FCU; Texas Society of CPAs) .
- Academic credentials across accounting, finance, taxation, and law; adjunct teaching role enhances technical oversight capability .
Equity Ownership
| As-of Date | Shares Owned | Rights to Acquire (Options/RSUs within 60 days) | Total Beneficial Ownership | % of Outstanding Shares |
|---|---|---|---|---|
| Apr 21, 2025 | 98,877 | 31,200 | 130,077 | 0.5% |
| As-of Date | Stock Awards Outstanding | Vested | Unvested |
|---|---|---|---|
| Dec 31, 2024 | 130,077 | 91,877 | 38,200 |
- Hedging/pledging: Company policy prohibits short sales, margin accounts, pledging, and hedging transactions for directors .
- Ownership guidelines: Not disclosed .
Related Party Transactions and Conflicts
- Independence affirmed: Bender is independent under Nasdaq rules; Board maintains formal related person transaction approval policy overseen by the Audit Committee .
- 2023–2024 related party transactions disclosed involve CEO-operated entity (Angry Pug Sportswear) and officer equity tax withholdings; no transactions disclosed involving Bender .
- Audit Chair authority: Chair may approve related person transactions between committee meetings, with subsequent reporting to the Audit Committee .
Director Compensation Summary (2024)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 19,000 |
| Stock awards (grant-date fair value) | 32,550 |
| Total | 51,550 |
Employment & Contracts (Independent Director Agreement Terms)
- Compensation: $1,000 per quarter for Board/committee/annual meeting participation; Audit Committee chair receives $15,000 per annum (upon timely 10-K filing) .
- Termination triggers: Earliest of term expiry; death/disability; mutual termination; removal by majority stockholders; resignation .
- RSU forfeiture: Unvested RSUs are forfeited upon termination for any reason .
Say-on-Pay & Equity Plan Context (Governance Signal)
- 2025 meeting proposals include Say-on-Pay (advisory) and new 2025 Comprehensive Equity Incentive Plan .
- Potential dilution if 2025 Plan approved: approximately 42%; average annual long-term incentive grant rate over past three years ~38% of shares outstanding (Company’s calculation) .
- Plan includes clawback and prohibition on repricing per plan summary; board asks shareholders to approve 2025 Plan .
Governance Assessment
- Strengths:
- Independent director with deep accounting/tax/legal credentials; designated audit committee financial expert since 2019 .
- Strong committee engagement: Audit chair; active member of Compensation and Nominating; committees met regularly in 2024 .
- Attendance and engagement: At least 75% attendance for Board/committee meetings; full director attendance at 2024 Annual Meeting .
- Alignment safeguards: No hedging or pledging permitted; unvested RSUs forfeitable on separation .
- Watch items:
- Equity grant intensity and potential dilution from the proposed 2025 Plan (42%) could be viewed as investor-unfriendly if not linked to rigorous performance conditions; directors, including Bender, participate in recurring RSU grants .
- Combined Chair/CEO structure persists; although independent oversight mechanisms exist, investors may prefer a separate chair for stronger board independence .
- No red flags identified for Bender:
- No related party transactions or pledging/hedging involving Bender disclosed; SEC Section 16 timeliness issues noted for other insiders but not for Bender .
Overall, Bender’s profile presents strong financial oversight capability and independence, with consistent committee leadership and attendance, though shareholders should monitor equity plan dilution and the combined Chair/CEO governance structure for broader board effectiveness .