Bradley Rollins
About Bradley Rollins
Bradley Rollins (age 53) is a Class III independent director at Usio, serving since 2017. He is President and CEO of Dahill Office Technology Corporation, a Xerox company, with prior roles in sales leadership at Tri-State Financial Group; he holds a business management and mathematics degree from Western Kentucky University. Rollins has over two decades of sales and leadership experience and is active in San Antonio civic organizations; he was Chairman of the North San Antonio Chamber of Commerce (2013–2014) and served on the San Antonio Regional Development Foundation board (2014–2015) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dahill Office Technology Corp. (Xerox company) | President & CEO | January 2009–present | Leads one of Texas’s largest office technology organizations; sales and leadership expertise |
| Tri-State Financial Group | Regional Sales Director | Over eight years (prior to 2000s) | Financial services sales leadership |
| North San Antonio Chamber of Commerce | Chairman | January 2013–January 2014 | Regional business leadership; governance exposure |
| San Antonio Regional Development Foundation | Board Member | January 2014–January 2015 | Regional economic development |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| United Way of San Antonio | Board Member | Current |
| MS Society | Regional Fundraiser | Current |
Board Governance
- Structure and independence: Usio’s board has a majority of independent directors; Rollins is independent under Nasdaq rules . Executive sessions of independent directors occur regularly; the CEO also serves as Chair (combined role) .
- Attendance: Board met five times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 Annual Meeting .
- Committee assignments (recent evolution):
- 2024: Audit Committee member; Compensation Committee member; Nominations & Corporate Governance Committee member .
- 2025: Nominations & Corporate Governance Committee member; Audit Committee membership changed to Bender (Chair), Beyer, Miller; Compensation Committee chaired by Miller (members Bender, Beyer) .
| Governance Item | 2024 | 2025 |
|---|---|---|
| Independence | Independent | Independent |
| Board meetings held | 5 | – |
| Audit Committee | Member | Not listed (Bender Chair; Beyer; Miller) |
| Compensation Committee | Member | Not listed (Miller Chair; Bender; Beyer) |
| Nominations & Corporate Governance Committee | Member | Member (Beyer Chair) |
| Audit Committee meetings | 4 (2024) | – |
| Compensation Committee meetings | 2 (2024) | – |
| Nominations Committee meetings | 1 (2024) | – |
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 4,000 | Independent director agreements pay $1,000 per quarter for board/committee/annual meeting participation; Audit Chair receives $15,000 (Rollins not chair) |
| 2023 | 4,000 | Same structure; RSUs forfeited if directorship terminates |
Performance Compensation
| Grant Date | Instrument | Shares | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| June 21, 2024 | RSUs | 21,000 | 32,550 | Equal tranches over 3 years (issue price $1.55) |
| March 16, 2023 | RSUs | 21,000 | 33,600 | Equal tranches over 3 years (issue price $1.60) |
| November 18, 2021 | RSUs | 12,000 | – | Two equal tranches vest Nov 18, 2023 & 2024 |
| April 1, 2020 | RSUs | 30,000 | – | 3-year vest; directors included in 2020 performance bonus RSU program |
- Change-in-control treatment: Under the 2025 Comprehensive Equity Incentive Plan, outside directors’ options and RSUs fully vest upon qualifying change-in-control events; performance awards are deemed achieved at 100% of target unless otherwise specified .
- Outstanding director equity at 12/31/2024: Rollins held “Stock Awards” 119,167; Vested 115,667; Unvested 35,000 (company disclosure) .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | – | No other public boards disclosed in Usio proxy |
| Civic/Non-profit roles | Non-profit | See External Roles | Not a public issuer |
Expertise & Qualifications
- Sales and leadership operator as CEO of a large office technology provider; prior financial services sales leadership .
- Community leadership experience that can enhance stakeholder engagement and regional relationships .
- Governance experience across audit/compensation/nominating committees over time .
Equity Ownership
| As-of Date | Shares Owned | Rights to Acquire (Options/RSUs within 60 days) | Total Beneficial | Ownership % |
|---|---|---|---|---|
| April 21, 2025 | 122,676 | 28,000 | 150,676 | 0.6% |
| April 26, 2024 | 104,667 | 25,000 | 129,667 | 0.5% |
- Hedging/pledging: Usio prohibits short sales, margin accounts, pledging, and derivative hedging by directors .
Governance Assessment
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Board effectiveness and engagement: Rollins maintained at least 75% attendance and served across key committees in 2024; in 2025 his focus shifted to Nominations & Corporate Governance, suggesting targeted governance oversight rather than financial or pay oversight. Combined CEO/Chair structure remains a governance risk offset by regular independent director executive sessions .
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Alignment and incentives: Director pay is modest in cash ($4,000 per year), with equity RSUs forming the majority of compensation, supporting ownership alignment; Rollins’ beneficial ownership rose from 129,667 (2024) to 150,676 (2025) shares/rights, indicating increasing skin-in-the-game .
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Conflicts/related-party exposure: No related-party transactions involving Rollins were disclosed for 2023–2024; the Audit Committee reviews and must approve any related-person transactions under a formal policy .
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Red flags and risk indicators:
- Combined CEO/Chair roles (structural governance risk) .
- Equity plan scale: 2025 Comprehensive Equity Incentive Plan implies potential dilution of approximately 42%, which may be shareholder-sensitive; directors’ awards accelerate on change-in-control, which investors should monitor for incentives around strategic transactions .
- Section 16 compliance: 2024 proxy lists several late filers (not including Rollins), suggesting no late filings attributed to him in that period .
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Compensation structure changes: Year-over-year, Rollins’ equity awards decreased slightly ($33,600 in 2023 vs. $32,550 in 2024), while cash fees remained flat at $4,000, keeping compensation predominantly equity-linked .
Overall, Rollins appears to be an engaged, independent director with meaningful equity alignment and a background in sales leadership. The shift off Audit/Compensation in 2025 narrows his oversight scope to nominations/governance; investors should weigh this alongside Usio’s broader governance posture (CEO/Chair combination) and the scale of equity-based incentives under the new plan .