Jerry Vascocu
About Jerry Vascocu
N. Jerome “Jerry” Vascocu, Jr. (age 51) is President of b1BANK (Business First Bancshares, Inc.’s banking subsidiary). He joined the bank in November 2022 as Chief Administrative Officer and was promoted to President in October 2024 . He has 29+ years of banking experience, including leadership roles at First Horizon (Director of Commercial Banking Strategy, 2020–2022) and 15 years at IBERIABANK . Under the broader BFST performance context in 2024, the company delivered Core ROA of 0.94%, net income of $65.1M, organic deposit growth of 10.46%, organic loan growth of 5.83%, and net interest income of $227.4M; total shareholder return (cumulative since 2019 base) improved to 115.62 in 2024 from 108.23 in 2023, indicating positive shareholder value momentum during the year of his elevation to President .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Horizon | Director of Commercial Banking Strategy | 2020–2022 | Led commercial banking strategy; directly relevant to BFST’s growth and profitability focus . |
| IBERIABANK | Various leadership roles across Louisiana | ~2005–2020 (15 years) | Deep regional leadership experience; talent pipeline and commercial growth execution . |
| b1BANK (BFST) | Chief Administrative Officer | Nov 2022–Oct 2024 | Enterprise platforms, banker productivity, and risk/ops capabilities; precursor to promotion . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Ochsner Lafayette General Hospital | Board Member | n/a | Healthcare system governance exposure . |
| Ochsner Lafayette General Foundation | Board Member | n/a | Community impact and fundraising oversight . |
| Young Presidents’ Organization (Louisiana Chapter) | Member, Past Chairman | n/a | Executive network leadership . |
| United Way of Acadiana | Prior Board Member, Chair of Operational Excellence Committee | n/a | Operational excellence and community leadership . |
| One Acadiana; Lafayette Economic Development Authority; Ascension Episcopal School Board; UL Lafayette B.I. Moody COB Advisory Council | Various leadership roles | n/a | Regional business and civic leadership . |
Fixed Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $376,091 | $489,000 | Salary increase tied to promotion to Bank President in Oct 2024 . |
| Target Bonus (% of base) | 40% | 50% | Target opportunity raised with promotion . |
| Target Bonus ($) | $201,600 | $244,500 | Formulaic based on base salary and target % . |
| Cash Bonus Paid (Actual) | $201,600 | $319,098 | 2024 payout equaled 130.51% of target (corporate 100.5% + individual 150% weighting) . |
| One-Time Retention Bonus (Cash) | $50,000 | $50,000 | Part of five annual $100k installments (50% cash/50% stock) under Retention Agreement . |
Performance Compensation
Annual Cash Incentive (2024 plan design and results)
| Metric | Weight | Threshold | Target | Superior | 2024 Actual | Payout Level | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Core ROA | 50% | 0.85 | 0.92 | 0.99 | 0.94 | Above Target | 57.1% |
| Core Efficiency Ratio | 15% | 67.50 | 65.80 | 64.10 | 64.47 | Above Target | 20.9% |
| Classified Assets Coverage Ratio | 15% | 12.0 | 10.0 | 8.0 | 6.53 | Superior | 22.5% |
| Company Subtotal | 80% | — | — | — | — | — | 100.5% |
| Individual Goals | 20% | — | — | — | — | 150% | 30% |
| Total | 100% | — | — | — | — | — | 130.51% → Cash payout $319,098 |
2024 individual achievements attributed to Vascocu included hiring veteran risk leaders, deploying RM/profitability platforms across banker teams, and codifying procedures to accelerate Derivatives and SBA revenue generation .
Long-Term Incentive (2024 grants)
| Grant Type | Grant Date | Units | Grant-Date Fair Value ($) | Vesting | Performance Metrics (if any) |
|---|---|---|---|---|---|
| Restricted Stock (annual, for 2023 perf) | Feb 1, 2024 | 11,108 | 248,930 | 1/3 annually over 3 tranches; final tranche 3/31/2026 | Backward-looking grant for 2023 plan goals . |
| Retention Stock (under Retention Agreement) | Nov 21, 2024 | 1,789 | 50,003 | Issued with 2nd installment of Retention Bonus | Retentive element (five annual installments) . |
| Time-Based RSUs | Dec 12, 2024 | 7,657 | 216,617 | 1/3 annually on 12/12/25, 12/12/26, 12/12/27 | Forward-looking LTIP . |
| Performance RSUs (PRSUs) | Dec 12, 2024 | 7,657 | 216,617 | Cliff vest 12/12/2027 (0–150% of target) | 50% ROATCE (3-yr avg vs internal target); 50% Peer-Relative EPS Growth vs ~103-bank group; negative TSR cap at target . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 57,291 shares as of March 17, 2025 . |
| Ownership as % of Shares Outstanding | ~0.19% = 57,291 / 29,558,238 shares outstanding (as of Mar 17, 2025) . |
| Unvested, Outstanding Equity (as of year-end/footnotes) | 5,500 RS (2/1/23; vests 3/31/2025) ; 7,442 RS (2/1/24; vests 3/31/25 & 3/31/26) ; 7,657 TB RSUs (12/12/24; vests 12/12/25, 12/12/26, 12/12/27) ; 7,657 PRSUs (12/12/24; cliff 12/12/27) ; 8,047 TB RSUs (3/1/25; vests 3/1/26, 3/1/27, 3/1/28) ; 8,047 PRSUs (3/1/25; cliff 3/1/28) . |
| Options | None disclosed outstanding for Vascocu; no option exercises in 2024 . |
| Shares Pledged | No pledging disclosed for Vascocu (pledging footnotes appear for other insiders; none for Vascocu) . |
| Stock Ownership Guidelines | NEOs (other than CEO) must hold 1.5x base salary within 5 years; CEO 3x; directors 3x retainer . |
| Hedging/Pledging Policy | Hedging discouraged and preclearance required; margin accounts prohibited; pledging discouraged and requires preclearance . |
| Clawback | Executive Clawback Policy compliant with SEC Rule 10D-1 and Nasdaq; restatement-triggered recovery; no indemnification for clawback losses . |
| NQDC Participation | Company adopted NQDC Aug 1, 2024; Vascocu elected to defer certain 12/12/24 RSUs and 3/1/25 RSUs/PRSUs per footnote . |
| SERP Present Value | $78,904 present value; 2 years credited service (as of 12/31/2024) . |
Vesting Schedules and Potential Selling Pressure
| Date | Security | Shares |
|---|---|---|
| Mar 31, 2025 | 2023 RS (final tranche) | 5,500 |
| Mar 31, 2025 | 2024 RS (first tranche) | 3,666 |
| Dec 12, 2025 | 2024 TB RSUs (1/3) | 2,526 |
| Dec 12, 2026 | 2024 TB RSUs (1/3) | 2,526 |
| Mar 31, 2026 | 2024 RS (second tranche) | 3,776 |
| Dec 12, 2027 | 2024 TB RSUs (final 1/3) | 2,605 |
| Dec 12, 2027 | 2024 PRSUs (0–150% of 7,657, performance-contingent) | 7,657 target |
| Mar 1, 2026 | 2025 TB RSUs (1/3) | 2,655 |
| Mar 1, 2027 | 2025 TB RSUs (1/3) | 2,655 |
| Mar 1, 2028 | 2025 TB RSUs (final 1/3) | 2,737 |
| Mar 1, 2028 | 2025 PRSUs (0–150% of 8,047, performance-contingent) | 8,047 target |
Note: Retention Bonus delivers annual stock worth ~$50,000 per installment (based on 2024 issuance of 1,789 shares), creating additional periodic supply on each November 21 anniversary through year 5, subject to continued employment .
Employment Terms
- Change-in-Control Agreement (double-trigger): If terminated without cause or for good reason from 3 months before to 24 months after a CIC, Vascocu receives 2x (base salary + 3-year average bonus), 18 months of benefits, equity acceleration per plan, and includes a 2-year post-CIC non-compete/non-solicit; estimated total $2,854,217 as of 12/31/2024 scenario, inclusive of unpaid Retention Bonus amounts .
- Retention Bonus Agreement: $500,000 over five annual installments (each $100,000; 50% cash/50% stock), payable on each anniversary of Nov 21, subject to continued employment; accelerated upon death, disability, or termination without cause .
- Clawback, hedging/pledging controls, and stock ownership guidelines as detailed above .
- No excise tax gross-ups; repricings require shareholder approval; ownership guidelines adopted in 2024 .
Performance & Track Record
- 2024 company performance context: Core ROA 0.94%; net income $65.1M; organic loans +5.83% and deposits +10.46%; net interest income $227.4M; Q4 2024 margin improved vs 2023; noninterest revenue $44.2M (16.3% of total) .
- TSR (pay-vs-performance framework): Company TSR value rose to 115.62 in 2024 from 108.23 in 2023 (cumulative index, base 2019) .
- 2024 NEO accomplishments for Vascocu: Built fraud risk and internal loan review leadership, deployed RM/profitability platforms across teams, standardized procedures to accelerate Derivatives/SBA revenue .
- Say-on-Pay improved materially: 92.4% support in 2024 vs 59.9% in 2023, reflecting shareholder feedback and program changes (ownership guidelines; 50/50 RSU/PRSU LTI) .
Compensation Structure Analysis
- Increased at-risk equity: Introduction of 50% PRSUs + 50% RSUs in Dec 2024 aligns pay with multi-year ROATCE and peer-relative EPS growth; negative TSR cap adds downside alignment .
- Strong formulaic annual bonus design: Weighted to Core ROA (50%), efficiency (15%), and credit metric (15%) with individual overlay (20%); 2024 payout at 130.51% of target was supported by above-target performance .
- Retention features: Multi-year Retention Bonus (cash + stock) and significant unvested equity reduce near-term departure risk, while double-trigger CIC with 2x multiple is moderate by market norms .
- Governance levers: Clawback in place; no tax gross-ups; hedging discouraged; pledging restricted via preclearance; ownership guidelines instituted in 2024 .
Compensation Peer Group (for benchmarking)
Peer set includes 20+ regional banks such as Veritex Holdings, Seacoast Banking, National Bank Holdings, Amerant Bancorp, Southside Bancshares, among others (SE/SW U.S., assets $3–$12B) .
Investment Implications
- Alignment: High given multi-year PRSUs (ROATCE and relative EPS), clawback, and ownership guidelines; negative TSR cap on PRSUs curbs windfalls and aligns with shareholder outcomes .
- Supply windows: Concentrated vesting dates (3/31 annually from prior RS grants; 12/12 annually for 2024 RSUs; PRSU cliffs in 2027 and 2028) plus annual Retention stock issuance can create episodic selling pressure—mitigated by Vascocu’s elected deferrals under the NQDC which smooth near-term flow .
- Retention risk: Low-to-moderate; five-year Retention Bonus and sizable unvested equity raise the opportunity cost of departure; CIC terms are standard double-trigger at 2x .
- Red flags: None specific to Vascocu (no pledging disclosed; no option repricing; no tax gross-ups). Note that pledging exists for some executives (e.g., CEO, CFO), but not for Vascocu per disclosures .
- Execution: 2024 operational achievements in risk build-out and revenue enablement (Derivatives/SBA) support continued diversification and earnings quality; corporate metrics (Core ROA, NIM inflection, deposit growth) indicate improving fundamentals into his tenure as President .