USCB Financial Holdings (USCB) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 26, 2026, with shareholders able to vote and ask questions online.

• Shareholders of record as of April 6, 2026, are entitled to vote on the election of directors and ratification of the external auditor.

• The Board recommends voting for all director nominees and for the ratification of Crowe LLP as the independent auditor for 2026.

• Proxy materials are available online, and multiple voting methods are provided, including online, phone, and mail.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors for a one-year term expiring in 2027.

• Ratification of Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, is on the agenda.

• No other business is expected, and no shareholder proposals or nominations were received for this meeting.

• Shareholder proposals for the 2027 meeting must be received by December 22, 2026.

Board of directors and corporate governance

• The Board consists of nine nominees, with a mix of experienced professionals in law, banking, finance, healthcare, and marketing.

• All directors except the CEO are considered independent under Nasdaq rules.

• The Board combines the roles of Chairperson and CEO, with a lead independent director to balance governance.

• Standing committees include audit and risk, compensation, and nominating and corporate governance, all with independent members.

• Directors receive an annual retainer of $110,000, with additional fees for committee chairs; compensation can be paid in restricted stock.