DEF: FB Bancorp Sets 2025 Annual Meeting Agenda

FB Bancorp, Inc. announced its 2025 Annual Meeting of Stockholders to elect directors, approve a new equity incentive plan, and ratify its independent accounting firm.

Summary

• The Annual Meeting of Stockholders will be held on Tuesday, December 9, 2025, at 2:00 p.m. local time at Fidelity Bank's main office in New Orleans, Louisiana.
• Key proposals for stockholder vote include the election of three directors (Katherine A. Crosby, Christopher S. Ferris, and Stephen W. Hales), the approval of the FB Bancorp, Inc. 2025 Equity Incentive Plan, and the ratification of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The record date for stockholders eligible to vote is October 6, 2025, with a total of 19,837,500 shares of common stock outstanding.
• The proposed 2025 Equity Incentive Plan reserves 2,777,250 shares of common stock (14% of shares sold in the conversion offering) for awards, comprising 793,500 shares for restricted stock/RSUs (4%) and 1,983,750 shares for stock options (10%).
• Upon approval of the 2025 Equity Incentive Plan, each non-employee director will receive an initial grant of 29,756 restricted stock shares (valued at $357,370 based on an October 8, 2025, closing price of $12.01 per share) and 74,390 stock options, vesting over five years.
• The company's corporate governance structure emphasizes independent board oversight, with a separation of the Chairman and CEO roles, and independent Audit, Compensation, and Nominating/Corporate Governance Committees.
• Total compensation for named executive officers in 2024 was: Christopher S. Ferris ($769,536), Joshua C. Folds ($419,291), and Todd M. Wanner ($478,321).
• Audit fees paid to EisnerAmper LLP increased to $359,950 for the year ended December 31, 2024, from $196,645 in 2023, with an additional $1,250 in tax fees for 2024.

Sentiment

Score: 7

Explanation: The filing outlines standard corporate governance procedures and proposes an equity incentive plan crucial for long-term talent retention and alignment with shareholder interests, indicating proactive management post-IPO. The tone is positive and forward-looking regarding the plan's benefits.

Positives

• The proposed 2025 Equity Incentive Plan is designed to attract, retain, and reward employees, officers, and non-employee directors, aligning their interests with those of stockholders for long-term value creation.
• The equity plan incorporates best practices such as a minimum one-year vesting requirement for 95% of awards, prohibition of below-market exercise prices, and double-trigger vesting upon a change in control.
• The company maintains a strong corporate governance framework, including independent board oversight, separation of Chairman and CEO roles, and independent committees (Audit, Compensation, Nominating/Corporate Governance).
• Adopted Codes of Ethics for Senior Officers and a Code of Business Conduct and Ethics, along with an Anti-Hedging Policy, to ensure high ethical standards and compliance.
• No related party transactions (other than ordinary course loans by Fidelity Bank) were disclosed for the fiscal year 2024.

Negatives

• Audit fees increased significantly from $196,645 in 2023 to $359,950 in 2024.
• Failure to approve the 2025 Equity Incentive Plan could place the company at a competitive disadvantage for attracting and retaining key talent, potentially impeding growth and increasing cash compensation expenses.

Risks

• The company faces inherent business risks including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputation risk.
• If the 2025 Equity Incentive Plan is not approved, the company may struggle to compete for talent, potentially hindering future growth and strategic objectives.
• Awards granted under the 2025 Equity Incentive Plan are subject to clawback policies, including those mandated by Section 954 of the Dodd-Frank Act.
• Certain payments related to awards may be classified as 'parachute payments' under Code Section 280G, potentially subjecting recipients to a 20% excise tax and limiting the company's tax deduction.
• The company's ability to deduct compensation for covered employees may be limited to $1,000,000 annually under Code Section 162(m).

Future Outlook

The 2025 Equity Incentive Plan is expected to play a key role in the company's future success by encouraging and enabling employees, officers, and non-employee directors to acquire an ownership stake, thereby stimulating their efforts and strengthening their desire to remain with the company. This plan is anticipated to enhance a pay-for-performance culture, align compensation interests with stockholder investment interests, and support future growth plans and strategic priorities by improving the company's ability to compete for talent.

Management Comments

• "It is important that your shares are represented at this meeting, regardless of the number of shares you own." Christopher S. Ferris, President and Chief Executive Officer.
• "We view the ability to use FB Bancorp common stock as part of our compensation program as an important component to our future success because we believe it will enhance a pay-for-performance culture that is an important element of our overall compensation philosophy."
• "Equity-based compensation will further align the compensation interests of our employees and directors with the investment interests of our stockholders as it promotes a focus on long-term value creation through time-based and/or performance-based vesting criteria."
• "If the 2025 Equity Plan is not approved by stockholders, FB Bancorp will have to rely on the cash component of its employee compensation program to attract new employees and to retain our existing employees, which may not align our employees interests with the investment interests of FB Bancorps stockholders."
• "The inability to provide equity-based awards would likely increase cash compensation expense over time and use up cash that might be better utilized if reinvested in FB Bancorps business or returned to FB Bancorps stockholders."

Industry Context

The financial services industry is highly competitive for talent, with most competitors offering equity-based compensation. The adoption of equity-based incentive plans is a routine practice for financial institutions following mutual-to-stock conversions, and the proposed share reserve size for FB Bancorp's 2025 Equity Incentive Plan is consistent with federal banking regulations for such plans.

Comparison to Industry Standards

• The 2025 Equity Incentive Plan's share reserve of 14% of the conversion stock offering is consistent with federal banking regulations for equity plans adopted within the first year post-mutual-to-stock conversion.
• The plan incorporates several equity compensation best practices, such as a minimum one-year vesting period for most awards, prohibition of stock option repricing without stockholder approval, and double-trigger vesting upon a change in control, aligning with modern corporate governance standards and proxy advisory firm guidelines.
• Offering equity-based compensation is a standard practice among competitors in the financial services sector, making the proposed plan essential for maintaining competitive talent attraction and retention.

Corporate Governance

Related Party Transactions

• Fidelity Bank makes loans and extensions of credit to its executive officers and directors in the ordinary course of business, on substantially the same terms as those available to the general public, and these transactions are reviewed by the audit committee or another independent body of the Board of Directors.
• No other transactions with related persons were disclosed for the 2024 fiscal year.

Stakeholder Impact

• **Shareholders:** Will directly influence corporate governance through voting on director elections, the 2025 Equity Incentive Plan, and auditor ratification. The equity plan aims to align management and director interests with long-term shareholder value, though it also introduces potential dilution.
• **Employees/Officers:** Will benefit from the 2025 Equity Incentive Plan, which is designed to attract, retain, and motivate them by providing an ownership stake and linking compensation to company performance.
• **Directors:** Non-employee directors will receive initial equity grants, further aligning their financial interests with the company's long-term success and reinforcing their commitment.
• **Customers/Suppliers/Creditors:** While not directly impacted by the proposals, strong corporate governance and a motivated management team generally contribute to the company's stability and long-term health, indirectly benefiting these stakeholders.

Next Steps

• Stockholders will vote on the election of directors, approval of the 2025 Equity Incentive Plan, and ratification of EisnerAmper LLP at the Annual Meeting on December 9, 2025.
• If the 2025 Equity Incentive Plan is approved, the Compensation Committee will promptly meet to determine the specific terms and allocation of equity awards to officers and employees.
• Non-employee directors will receive their initial grants of restricted stock and stock options on the day following stockholder approval of the 2025 Equity Incentive Plan.
• The company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, accompanies this proxy statement and is available for review.

Key Dates

Recommendation

The filing is a definitive proxy statement for an annual meeting, primarily focusing on corporate governance, director elections, and the approval of an equity incentive plan. While the equity plan is a positive step for long-term alignment and talent retention, it does not contain new financial performance data or strategic announcements that would typically warrant a 'buy' or 'sell' recommendation. The information presented is largely procedural and forward-looking regarding incentive structures, supporting a 'hold' stance for existing investors and 'na' for new investors as it doesn't provide enough fundamental data for a new investment decision.

Keywords

FB Bancorp, Fidelity Bank, Proxy Statement, Annual Meeting, Equity Incentive Plan, Stock Options, Restricted Stock, Corporate Governance, Director Election, Executive Compensation, Auditor Ratification, Financial Services, Banking, Louisiana