Keith Mansfield
About Keith Mansfield
Keith Mansfield, age 48, serves as Executive Vice President and Chief Operations Officer (COO) of b1BANK; he has been with the Bank since April 2016 (previously Chief Information Officer) and has held the COO role since January 2017 . He has 26 years of banking experience and holds a Bachelor of Business Administration in Accounting from the University of Tennessee at Martin . Company performance relevant to pay-for-performance includes 2024 net income of $65.1 million and Core ROA of 0.94% , alongside disciplined organic growth (loans +5.83% and deposits +10.46%) and net interest income of $227.4 million with NIM 3.48% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| b1BANK | Executive Vice President, Chief Operations Officer | Jan 2017–present | Responsible for IT, electronic banking, loan/deposit operations, transaction services, branch and treasury operations, business intelligence, facilities, information security operations, vendor management, business continuity, and project management |
| b1BANK | Chief Information Officer | Apr 2016–Jan 2017 | Led the Bank’s technology function prior to promotion to COO |
| Regional financial institution (Southeast) | Chief Technology Officer | Prior to Apr 2016 | Senior technology leadership prior to joining b1BANK |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regional financial institution (Southeast) | Chief Technology Officer | Prior to Apr 2016 | Technology leadership at a regional bank prior to joining b1BANK |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $350,000 | $377,000 | $408,500 |
| Base Salary (governance table) ($) | — | $392,000 | $425,000 |
| Base Salary YoY Change (%) | — | — | +8.4% |
| Target Bonus (% of base) | — | — | 40% |
| Target Bonus ($) | — | — | $170,000 |
| Actual Annual Bonus Paid ($) | $217,200 | $201,600 | $221,868 |
All Other Compensation detail (2024):
| Item | Amount ($) |
|---|---|
| 401(k) Match Contribution | $13,800 |
| Car Allowance | $10,728 |
| Club Dues | $5,310 |
| Items below $10k | $1,342 |
| Total | $31,180 |
Pension/SERP:
| Plan | Years of Credited Service | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Supplemental Executive Retirement Plan (SERP) | 9 | $167,002 |
Total Compensation (Summary Compensation Table):
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $350,000 | $256,493 | $217,200 | $22,616 | $37,504 | $883,813 |
| 2023 | $377,000 | $335,490 | $201,600 | $25,000 | $29,465 | $968,555 |
| 2024 | $408,500 | $563,232 | $221,868 | $27,588 | $31,180 | $1,252,368 |
Performance Compensation
Annual Executive Short-Term Cash Incentive (2024):
| Component | Weight | Target | Actual/Payout |
|---|---|---|---|
| Corporate Performance | 80% | 100% of target | 100.5% achievement |
| Individual Performance | 20% | 100% of target | 30% achievement noted; committee assessed individual component at 150% of target for NEOs based on accomplishments |
| Resulting Bonus | — | $170,000 | $221,868 (130.51% of target) |
2017 Plan (backward-looking; 2023 performance, granted Feb 1, 2024):
| Metric | Weight | Threshold | Target | Superior | Actual | Performance Level |
|---|---|---|---|---|---|---|
| Pre-Tax Pre-Provision Net Revenue | 50% | $90,867,000 | $96,176,000 | $102,483,000 | $95,899,000 | Below Target |
| Core Diluted EPS | 50% | $2.39 | $2.58 | $2.77 | $2.62 | Above Target |
2024 Long-Term Incentive Plan (forward-looking; approved May 2024):
| Equity Vehicle | Allocation | Vesting Condition | Metrics |
|---|---|---|---|
| RSUs | 50% | Equal annual installments over 3 years | Time-based retention |
| PRSUs | 50% | 3-year cliff (Dec 12, 2027) | ROATCE (3-year average; 80%/100%/110% of target) and Peer-Relative EPS Growth (25th/50th/75th percentile), with PRSUs capped at target if TSR is negative |
Grants of plan-based awards (Keith Mansfield):
| Grant Date | Type | Units/Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| Feb 1, 2024 | Restricted Stock (2017 Plan) | 11,108 | $248,930 |
| Dec 12, 2024 | Time-Based RSUs (2024 Plan) | 5,555 | $157,151 |
| Dec 12, 2024 | Performance RSUs (2024 Plan) | 5,555 | $157,151 |
| 2024 Non-Equity Incentive potential | Cash bonus opportunity | Threshold $85,000; Target $170,000; Max $255,000 | — |
Equity option and vesting activity (2024):
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options Exercised | 40,000 | $342,800 |
| Stock Awards Vested | 12,120 | $270,034 |
Equity Ownership & Alignment
Beneficial ownership (as of Mar 17, 2025):
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Keith Mansfield | 106,149 | <1.0% (grouping denoted “*”) |
Holdings and unvested detail (footnote for Mansfield):
| Component | Units/Shares | Vesting Detail |
|---|---|---|
| Restricted Stock (2/1/2023) | 5,500 | Vests on 3/31/2025 |
| Restricted Stock (2/1/2024) | 7,442 | 3,666 vest 3/31/2025; 3,776 vest 3/31/2026 |
| RSUs (12/12/2024) | 5,555 | 1,833 vest 12/12/2025; 1,833 vest 12/12/2026; 1,889 vest 12/12/2027 |
| PRSUs (12/12/2024) | 5,555 | Cliff vest 12/12/2027 subject to performance |
| RSUs (3/1/2025) | 5,838 | 1,926 vest 3/1/2026; 1,926 vest 3/1/2027; 1,986 vest 3/1/2028 |
| PRSUs (3/1/2025) | 5,838 | Cliff vest 3/1/2028 subject to performance |
| IRA holdings | 27,000 | Individual retirement account |
Outstanding equity awards (market value at 12/31/2024 close $25.70):
| Grant Date | Award Type | Units/Shares | Market Value ($) |
|---|---|---|---|
| 2/1/2023 | Restricted Stock | 5,500 | $141,350 |
| 2/1/2024 | Restricted Stock | 7,442 | $191,259 |
| 12/12/2024 | Time-Based RSUs | 5,555 | $142,764 |
| 12/12/2024 | Performance RSUs (unearned) | 5,555 | $142,764 (payout value if earned) |
Pledging and hedging:
- No pledged shares disclosed for Mansfield; a separate footnote notes pledging for another executive, but Mansfield’s footnote lists IRA and equity awards only .
- Company prohibits short sales, requires pre-clearance for hedging or margin arrangements, and adopted stock ownership guidelines in Jan 2024: NEOs must hold 1.5x base salary within five years; pledged shares are excluded from compliance calculations .
Employment Terms
Change-in-control agreement (Oct 29, 2019):
- Severance: One-time payment equal to 2x the sum of annual base salary plus average incentive bonus for prior three years, plus continued benefits, if terminated without cause or for good reason within the period beginning 3 months before and ending 24 months after a change-in-control; subject to non-solicit and non-compete covenants for two years post-CIC .
- Potential payment upon CIC termination (illustrative at 12/31/2024 levels): Base $425,000; Bonus $215,533; Cash severance $1,921,600; Accelerated vesting of equity awards $618,136; Health and welfare benefits $24,798; Total $2,564,535 .
- Health benefits continuation: 18 months for NEOs other than the CEO in CIC-related terminations .
- Cutback provision: Benefits reduced to avoid 280G excise tax only if reduction increases after-tax pay .
- Officers serve at the pleasure of the Board (at-will framework) .
Clawback and ownership governance:
- Executive Clawback Policy adopted to comply with SEC Rule 10D-1/Nasdaq: recovery of erroneously awarded incentive compensation upon restatement; no indemnification allowed .
- Stock ownership guidelines adopted Jan 2024 (NEOs 1.5x base salary); accumulation required within five years .
Performance & Track Record
Selected 2024 accomplishments for Mansfield:
- Implemented operational improvements including a new Target Operating Model and business process improvements with FIS to enhance efficiency, controls, and client experience .
- Advanced product initiatives (New Consumer Products Suite phases) and technology migrations (SharePoint), and progressed nCino Loan Origination System rollout; established relationships with Oakwood Bank post-acquisition .
- Expanded physical presence with three new branches and deployed a mobile ATM for resilience and community support .
Company performance context:
- 2024 core profitability (Core ROA 0.94%, Core ROCE 10.51%) and improving net interest margin; noninterest revenue up to $44.2 million (16.3% of total revenue) .
- Pay versus performance disclosure includes net income of $65.1 million and TSR metrics; Compensation Actually Paid vs SCT totals reconciled per SEC Item 402(v) .
Compensation Structure Analysis
- Shift to RSUs/PRSUs under 2024 LTIP increases performance-linked and retention-focused equity vs. legacy restricted stock; PRSUs introduce ROATCE and peer-relative EPS growth hurdles with TSR cap .
- Annual bonus outcomes tied to corporate and individual performance; Committee assessed individual components positively based on initiatives execution .
- Governance enhancements following shareholder outreach: option repricing requires shareholder approval; adoption of ownership guidelines; expanded target-setting disclosure; new LTIP structure .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support improved to 92.4% in 2024 from 59.9% in 2023 after outreach and program changes .
Equity Ownership & Alignment Guidelines
- NEO ownership guideline: 1.5x base salary; accumulation within five years; pledged shares excluded from compliance calculations .
- Mansfield’s beneficial ownership 106,149 shares (<1% of outstanding); IRA holdings of 27,000 shares; no pledging disclosed for Mansfield .
Vesting Schedules and Insider Selling Pressure
Forward vesting schedule (as disclosed):
| Date | Type | Shares/Units |
|---|---|---|
| Mar 31, 2025 | Restricted Stock (2/1/2023) | 5,500 |
| Mar 31, 2025 | Restricted Stock (2/1/2024) | 3,666 |
| Dec 12, 2025 | RSUs (12/12/2024) | 1,833 |
| Mar 1, 2026 | RSUs (3/1/2025) | 1,926 |
| Mar 31, 2026 | Restricted Stock (2/1/2024) | 3,776 |
| Dec 12, 2026 | RSUs (12/12/2024) | 1,833 |
| Mar 1, 2027 | RSUs (3/1/2025) | 1,926 |
| Dec 12, 2027 | RSUs (12/12/2024) | 1,889 |
| Dec 12, 2027 | PRSUs (12/12/2024) | 5,555 (subject to performance) |
| Mar 1, 2028 | RSUs (3/1/2025) | 1,986 |
| Mar 1, 2028 | PRSUs (3/1/2025) | 5,838 (subject to performance) |
Note: Options exercised (40,000 in 2024, $342,800 value realized) indicate some monetization; company still has legacy options outstanding (weighted average exercise price $18.59), though new option grants are under modern plans with enhanced governance .
Employment Contracts, Severance, and Change-of-Control Economics
| Term | Detail |
|---|---|
| CIC Agreement Date | Oct 29, 2019 (Mansfield) |
| Severance Multiple | 2x (base salary + average bonus of prior 3 years) |
| Health Benefits Continuation | 18 months (NEOs other than CEO) |
| Trigger | Termination without cause or for good reason within 3 months pre-CIC to 24 months post-CIC |
| Restrictive Covenants | Non-solicit and non-compete for two years post-CIC |
| Cutback (280G) | Apply only if after-tax benefit is higher with reduction |
| At-will Service | Officers serve at the pleasure of the Board |
Risk Indicators & Red Flags
- Clawback policy in place; hedging/margin transactions require pre-clearance; short sales prohibited .
- Section 16 compliance: all reports timely for FY2024, no delinquencies .
- Related party transactions conducted on market terms; no adverse classifications noted .
- No excise tax gross-ups; option repricing requires shareholder approval .
Compensation Peer Group and Governance
- Compensation Committee engages an independent consultant, maintains a peer group based on industry/asset size/geography, and periodically updates it; majority of total executive comp is variable and at-risk .
Investment Implications
- Alignment: Mansfield’s mix of time-based RSUs and PRSUs under the 2024 LTIP strengthens alignment with long-term ROATCE and peer-relative EPS outcomes, with TSR capping providing downside discipline .
- Retention and supply: A visible vesting calendar through 2028 (notably Mar 31, 2025; Dec 12 annually; and Mar 1 annually from 2026–2028) may create periodic settlement-related selling pressure; 2024 option exercise (40,000) evidences capacity to monetize equity awards .
- Change-of-control economics: Two-times cash severance plus benefits and accelerated equity upon CIC-related termination reduce transition risk for the executive but represent material costs in transaction scenarios; covenants provide some post-CIC protection .
- Governance momentum: Say-on-pay support improved materially (92.4% in 2024), and governance upgrades (ownership guidelines, clawback, option repricing restrictions) lower pay-risk and enhance shareholder alignment .