0001901637 2024-01-01 2024-12-31 0001901637 2024-12-31 2024-01-01 2024-12-31 thunderdome:item false 0001901637 false false false true DEF 14A USCB Financial Holdings, Inc. Incentive Pay Recovery Policy (Clawback). The USCB Financial Holdings Compensation Recovery Policy was adopted by the Board and effective as of December 1, 2023. This policy was adopted to comply with Section 10D of the Exchange Act and The Nasdaq Stock Market listing standards adopted in 2023 as mandated by the Dodd-Frank Act. Under the policy, which applies to USCB Financial Holdings’ current and former “executive officers” as defined under Rule 10D-1 of the Exchange Act as well as such other officers as may be determined in the discretion of the compensation committee, USCB Financial Holdings must recover erroneously awarded, incentive-based compensation on a pre-tax basis, subject to very limited exceptions, to the extent the applicable financial reporting measure was attained during the three-year period preceding the date USCB Financial Holdings is required to prepare an accounting restatement. Recovery is triggered by accounting restatements that correct errors that are material to previously issued financial statements, as well as restatements that correct errors that are not material to previously issued financial statements but would result in a material misstatement if (a) the errors were left uncorrected in the current report or (b) the error correction was recognized in the current period. The policy requires recovery regardless of whether a covered person engaged in any misconduct or is at fault. Practices Related to the Grant of Equity Awards. USCB Financial Holdings’ compensation committee has determined since 2022 to provide equity incentive compensation in the form of restricted stock awards rather than stock options. Restricted stock award grants have generally been made to executive officers and other officers on an annual basis that coincides with USCB Financial Holdings’ fiscal year-based performance analysis, allowing the Board and compensation committee to grant equity awards close in time to performance appraisals. In 2024 and 2023, the majority of the restricted stock awards were made in January and March, respectively. The grants in March 2023 were the first time restricted stock awards were granted after obtaining shareholder approval of the amendment and restatement of the Amended and Restated 2015 Equity Incentive Plan to allow for such form of equity incentive compensation. The grants typically provide for pro rata annual vesting over three years on the anniversary dates of the date of grant. In the event the compensation committee were to reconsider the use of stock options in the future, we would not time equity-based awards in coordination with the release of material, non-public information and would not time the release of material, non-public information for the purpose of affecting the value of employee or Board compensation.