Kathryn Manning
About Kathryn Manning
Kathryn Manning is Executive Vice President and Chief Risk Officer (CRO) of b1BANK (Business First Bancshares, Inc.), responsible for BSA/AML, Compliance, Enterprise Risk, Fraud, and Loan Review. She has been with the bank since September 2013, was appointed CRO in May 2022, is 37 years old, and holds B.S. and M.S. degrees in Finance from Louisiana State University (2009, 2010) . 2024 company performance context underlying incentive design included Core ROA of 0.94%, Core Efficiency Ratio of 64.47%, and Classified Assets Coverage Ratio of 6.53 (each above-target or “superior” versus plan), alongside organic loan and deposit growth and the acquisition of Oakwood Bancshares completed Oct 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| b1BANK | EVP, Chief Risk Officer | May 2022–present | Oversees BSA, Compliance, Enterprise Risk, Fraud, and Loan Review |
| b1BANK | Chief Data Officer | Prior to May 2022 (dates not disclosed) | Previously served as CDO; data governance/analytics leadership (role noted; dates not disclosed) |
| Large financial institutions | Various roles | Prior to 2013 (not disclosed) | Experience at other large financial institutions (companies/roles not specified) |
External Roles
No public company directorships or external roles disclosed for Ms. Manning in the 2025 proxy .
Performance Compensation
- Annual cash incentive design (NEO framework, indicative of senior executive program): 80% corporate goals and 20% individual; corporate goals/weights and 2024 results below. 2024 NEO payouts equated to 130.51% of target based on 100.5% corporate achievement and 30% individual achievement; individual bonus figures for Ms. Manning were not disclosed .
| Performance Metric (2024) | Weight | Threshold | Target | Superior | 2024 Actual | 2024 Performance 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% |
| Total Company Performance Goals | 80% | — | — | — | — | — | 100.5% |
- Long-term incentives (LTIP) as of 2024: 50% RSUs vesting ratably over 3 years; 50% PRSUs with one absolute and one peer-relative 3-year cliff goal; adopted to align with multi-year value creation (applies to NEOs; equity plan governs all awards) .
Equity Ownership & Alignment
- 2023–2025 equity awards and vesting schedule for Ms. Manning (beneficial ownership footnote (17)). Note: Ms. Manning elected to defer the 3/1/2025 time-based RSUs and PRSUs under the b1BANK Deferred Compensation Plan .
| Grant Type | Grant Date | Quantity | Vesting Schedule / Conditions |
|---|---|---|---|
| Restricted Stock | 2/1/2023 | 11,213 | Vests 3/31/2025 |
| Restricted Stock | 2/1/2024 | 18,703 | 9,613 vest 3/31/2025; 9,090 vest 3/31/2026 |
| RSUs (time-based) | 12/12/2024 | 15,142 | 4,995 vest 12/12/2025; 4,995 vest 12/12/2026; 5,152 vest 12/12/2027 |
| PRSUs (performance) | 12/12/2024 | 15,142 | Cliff vest 12/12/2027, subject to performance |
| RSUs (time-based) | 3/1/2025 | 15,912 | 5,250 vest 3/1/2026; 5,250 vest 3/1/2027; 5,412 vest 3/1/2028 |
| PRSUs (performance) | 3/1/2025 | 15,912 | Cliff vest 3/1/2028, subject to performance |
| Deferral elections | 3/1/2025 awards | — | Ms. Manning elected to defer 3/1/2025 time-based RSUs and PRSUs |
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Hedging/pledging/ownership guidelines:
- Insider Trading Policy discourages hedging/pledging and requires pre-clearance; ownership in margin accounts is prohibited; these policies apply to officers and directors .
- Stock ownership guidelines adopted in Jan 2024: CEO 3x salary; “All Other Named Executive Officers” 1.5x salary (guidelines specified for NEOs/directors; applicability to non-NEO executives not specified in proxy) .
- Pledging disclosures: The CEO and CFO have disclosed pledged shares; Ms. Manning’s footnote contains no pledge disclosure (her footnote (17) details grants and deferrals only) .
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Section 16 compliance: Company states all required insider ownership reports were timely filed for FY2024 .
Employment Terms
- Change-in-control and severance:
- CIC agreements disclosed for CFO, Chief Banking Officer, COO, and President of the Bank; terms provide 2x salary+bonus average upon qualifying termination within 3 months before to 24 months after a CIC, plus benefits; Ms. Manning is not listed among executives with CIC agreements in the proxy .
- 2024 Equity Plan treatment on CIC: If awards are not assumed/substituted, all outstanding awards vest immediately prior to CIC; if assumed, vesting accelerates only upon qualifying termination within two years (double-trigger) .
- Clawback: Executive Clawback Policy compliant with SEC Rule 10D-1/Nasdaq; company must recover erroneously awarded incentive-based compensation upon restatement; no indemnification permitted for such recovery .
- No excise-tax gross-ups in employment or CIC agreements .
Investment Implications
- Near-term supply/insider-selling pressure: Ms. Manning’s 12/12/2024 and 3/1/2025 grants create scheduled vesting on 12/12/2025–2027 and 3/1/2026–2028, but she elected to defer both 3/1/2025 RSUs and PRSUs, which reduces near-term settlement-related selling pressure for those awards .
- Alignment and retention: Large unvested PRSUs with 3-year cliff vesting tied to multi-year performance, plus layered RSU tranches, create meaningful retention hooks and alignment with long-term performance; equity awards are subject to double-trigger vesting on CIC and the company-wide clawback policy .
- Risk controls: Insider trading policy restricts hedging/pledging and mandates preclearance; no pledge disclosure for Ms. Manning (contrast: CEO/CFO pledges are disclosed) mitigates alignment concerns specific to her holdings .
- Pay-for-performance: Corporate bonus metrics emphasize Core ROA, efficiency, and asset quality (classified asset coverage), with 2024 performance exceeding targets—this framework supports a risk-balanced incentive structure for senior leaders, including risk management functions .
- Monitoring catalysts: Watch vesting dates (3/31/2025–2026; 12/12/2025–2027; 3/1/2026–2028) for potential Form 4 activity/redemptions; also track PRSU goal disclosures/achievement in future proxies (cliff vest 12/12/2027 and 3/1/2028) .