USCB Financial Holdings (USCB) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 27, 2025, with shareholders able to vote and participate online.

• Shareholders will vote on the election of nine directors for one-year terms and the ratification of Crowe LLP as the independent auditor for 2025.

• Shareholders of record as of April 7, 2025, are entitled to vote, with 20,048,385 shares of Class A Common Stock outstanding.

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

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors for a one-year term expiring in 2026.

• Proposal 2: Ratify Crowe LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

• The Board recommends voting FOR all director nominees and FOR the auditor ratification.

• Shareholder proposals for the 2026 meeting must be received by December 23, 2025, to be included in proxy materials.

Board of directors and corporate governance

• The Board consists of nine directors, with a mix of banking, legal, business, and community leadership experience.

• 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 appointed to balance governance.

• Board committees include audit and risk, compensation, and nominating and corporate governance, all composed of independent directors.

• Directors receive an annual retainer, with additional fees for committee chairs; compensation can be in cash or restricted stock.