Gregory Robertson
About Gregory Robertson
Gregory Robertson is Executive Vice President and Chief Financial Officer of Business First Bancshares, Inc. (b1BANK) since January 2017; he has been with Business First since 2011 and previously served as Chief Banking Officer. He has been in banking since 1996 and holds a Bachelor of Science from Northwestern State University (1993) . Age was 52 in the 2024 proxy executive officer table; CFO role “Position Since January 2017” . Company performance context across his tenure shows cumulative TSR outperforming or tracking peers and consistent profitability: 2024 TSR $115.62 vs peer $111.53; net income $65.1m; Core ROA 0.94% . Earlier years: 2023 TSR $108.23; net income $71.0m; Core ROA 1.17% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Business First Bancshares (b1BANK) | Chief Financial Officer | Since Jan 2017 | Leads finance and risk areas including accounting, treasury, investments, and special assets |
| Business First Bancshares (b1BANK) | Chief Banking Officer | Prior to Jan 2017 (not explicitly dated) | Led banking operations before moving to CFO; continuity across commercial/retail functions |
| City Savings Bank & Trust Co. | Branch Manager; Commercial Lender; Program Manager, City Savings Financial Services; Senior VP | 1996–2011 | Progressive leadership across production and program management; foundation in community banking |
External Roles
No external board or committee roles disclosed for Mr. Robertson in the proxies reviewed. (Skip)
Fixed Compensation
| Metric (USD) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Base Salary | $288,091 | $320,500 | $350,000 | $377,000 | $408,500 |
| Bonus (discretionary) | — | $25,000 | — | — | — |
| Stock Awards (Grant-date Fair Value) | $222,859 | $256,493 | $335,490 | $335,490 | $563,232 |
| Non-Equity Incentive Plan Compensation | $181,800 | $202,800 | $217,200 | $201,600 | $221,868 |
| Change in Pension Value/Nonqualified Def. Earnings (SERP) | — | — | $35,243 | $38,688 | $42,419 |
| All Other Compensation | $33,883 | $68,183 | $76,588 | $34,226 | $33,199 |
| Total Compensation | $726,633 | $872,976 | $979,278 | — | $1,269,218 |
Salary increase framework: 2023 base salary $392,000 → 2024 $425,000 (+8.4%); target annual incentive unchanged at 40% of base (Vascocu increased to 50% on promotion) .
Performance Compensation
Annual Cash Incentive (Short-term)
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary for Incentive | $392,000 | $425,000 |
| Target Bonus % | 40% | 40% |
| Target Bonus $ | $156,800 | $170,000 |
| Corporate Score (80% weight) | 98.6% | 100.5% |
| Individual Score (20% weight) | 30% | 30% |
| Actual Payout $ | $201,600 | $221,868 |
| Payout vs Target | 128.6% | 130.51% |
Most important financial performance measure in pay-versus-performance linkage identified as Core ROA (company-selected measure) .
Long-Term Incentive Program (RS/RSU/PSU structure)
Transition in 2024 from backward-looking restricted stock grants to forward-looking RSU/PSU program (50/50 mix; first grants 12/12/2024) .
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2022 LTIP (granted Feb 1, 2023 based on 2022 performance): Superior achievement on both metrics.
| Metric | Weight | Threshold | Target | Superior | Actual | Payout level | |---|---|---|---|---|---|---| | Organic Asset Growth % | 50% | 4.75% | 6.80% | 8.48% | 15.44% | Superior (150%) | | Core Diluted EPS | 50% | $2.32 | $2.43 | $2.51 | $2.52 | Superior (150%) | -
2023 LTIP (granted Feb 1, 2024 based on 2023 performance): Mixed results, above target overall.
| Metric | Weight | Threshold | Target | Superior | Actual | Payout level | |---|---|---|---|---|---|---| | Pre-Tax Pre-Provision Net Revenue | 50% | $90.9m | $96.2m | $102.5m | $95.9m | Below Target | | Core Diluted EPS | 50% | $2.39 | $2.58 | $2.77 | $2.62 | Above Target | -
New 2024 RSU/PSU framework (performance period 1/1/2024–12/31/2026; vest 12/12/2027; cap at target if TSR negative):
| Metric | Weight | Threshold | Target | Superior | Vesting | |---|---|---|---|---|---| | ROATCE (3-year avg) | 50% | 80% of Target | Target | 110% of Target | 3-year cliff (12/12/2027) | | Peer-Relative EPS Growth | 50% | 25th percentile | 50th percentile | 75th percentile | 3-year cliff (12/12/2027) |
LTIP Grants to Robertson (units and fair values)
| Grant Date | Instrument | Units | Grant-date Fair Value |
|---|---|---|---|
| 2/1/2024 | Restricted Stock (Feb cycle, based on 2023 performance) | 11,108 | $248,930 |
| 12/12/2024 | Time-based RSUs | 5,555 | $157,151 |
| 12/12/2024 | Performance RSUs (target) | 5,555 | $157,151 |
| Note: 12/12/2024 grants valued at $28.29 close; RSUs vest ratably over three years; PRSUs vest at 0–150% of target based on metrics . |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Notable Details |
|---|---|---|---|
| Apr 7, 2023 | 68,215 | * (≤1%) | Includes unvested restricted stock tranches; options vested 15,000 shares; no pledging footnote for Robertson |
| Mar 20, 2024 | 76,193 | * (≤1%) | Ownership excludes pledged shares; CEO’s pledging noted separately; none indicated for Robertson |
| Mar 17, 2025 | 95,541 | * (≤1%) | Directors/execs group at 5.68% of 29,558,238 shares |
Vested vs unvested and options:
- Options outstanding at 12/31/2023: 15,000 options exercisable (grant 7/31/2014, $17.11 strike, expire 7/31/2024) .
- 2024 activity: Exercised 15,000 options, realized $112,950 gain; stock awards vested 12,120 shares valued $270,034 .
- Unvested at 12/31/2024 (market values at $25.70): RS tranches 5,500 (2/1/2023) $141,350; RS tranches 7,442 (2/1/2024) $191,259; RSUs 5,555 (12/12/2024) $142,764; PRSUs 5,555 (12/12/2024) $142,764 .
Stock ownership guidelines adopted Jan 2024: NEOs must hold 1.5x base salary within 5 years; counts include direct holdings, retirement plans, RS/settled DSUs; excludes unexercised options and pledged shares .
Executive Clawback Policy adopted, aligned with SEC Rule 10D-1 and Nasdaq; mandates recovery of erroneously awarded incentive comp after restatement; company cannot indemnify executives for clawback losses .
Employment Terms
Change-in-Control Agreement (effective Oct 29, 2025) for Gregory Robertson:
- Benefits upon Qualifying Termination within 3 months before or 24 months after a CIC: cash lump sum equal to 2x current base salary plus average annual bonus for prior 3 years; plus 18 months of COBRA health premiums .
- Good Reason safe harbor conditions and cure requirement aligned with Treasury Reg. §1.409A-1(n)(2)(ii) (e.g., material adverse change in duties/reporting, compensation reduction) .
- 280G/4999 “cutback” to avoid excise tax; payments reduced to minimum necessary .
- Restrictive covenants in Exhibit A; confidentiality; Section 409A compliance; Louisiana governing law; non-guaranty of employment .
- Agreement termination mechanics and successor binding provisions .
Estimated CIC payouts per proxies:
| Year (scenario basis date) | Severance | Accelerated RS Vesting | Health/Welfare | Total |
|---|---|---|---|---|
| 12/31/2022 (CIC termination) | $1,141,867 | $220,537 | $23,192 | $1,385,595 |
| 12/31/2023 (CIC termination) | $1,215,067 | $343,966 | $22,752 | $1,581,785 |
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Net Income ($MM) | $30.0 | $52.1 | $54.3 | $71.0 | $65.1 |
| Core ROA (%) | 1.09 | 1.22 | 1.05 | 1.17 | 0.94 |
| Cumulative TSR ($100 basis) | $83.73 | $118.63 | $94.65 | $108.23 | $115.62 |
| Peer TSR ($100 basis) | $87.90 | $117.08 | $106.02 | $101.77 | $111.53 |
Additional revenue context (S&P Global):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($MM) | $21.6* | $35.8* | $29.3* | $35.2* | $44.2* |
| Values retrieved from S&P Global.* |
Investment Implications
- Pay-for-performance alignment: Annual incentive payouts tie to Core ROA and corporate initiatives; LTIP transitioned to forward-looking RSU/PSU design with ROATCE and peer-relative EPS growth, plus TSR cap if negative—reducing windfall risk and linking equity realization to durable profitability .
- Vesting/selling pressure: Robertson exercised 15,000 legacy options in 2024 (gain $112,950), eliminating near-term option expirations; time-based RS and RSUs vest through 2025–2027; PRSUs cliff in 2027, creating medium-term retention hooks and moderating near-term selling pressure .
- Ownership alignment: Beneficial ownership rose from ~68k (2023) to ~95.5k (2025) shares; no pledging indicated in footnotes for Robertson; stock ownership guidelines require 1.5x salary within 5 years, excluding pledged shares and unexercised options—constructive for alignment .
- Retention and change-of-control economics: Double-trigger CIC agreement provides 2x base plus average bonus and 18 months COBRA—standard regional bank terms; 280G cutback reduces shareholder excise-tax impact; restrictive covenants strengthen retention incentives around strategic events .
- Governance and clawback risk controls: SEC Rule 10D-1 compliant clawback adopted; executive trading policies in place; related party transactions monitored and on market terms—mitigating governance red flags .