Mark Folse
About Mark Folse
Mark P. Folse (age 59) is an independent director of Business First Bancshares (BFST) and b1BANK; he is listed as “Retired.” He previously served as Executive Vice President and Chief Risk Officer at b1BANK, was founding organizer, President and CEO of Pedestal Bancshares/ Pedestal Bank (merged into Business First in 2020), and served as General Counsel to the Louisiana Bankers Association. He holds a bachelor’s in finance, a JD from LSU Law Center, and is a graduate of the Graduate School of Banking at Colorado, with extensive industry and community board service . The board has affirmatively determined all directors other than the CEO are independent under Nasdaq and SEC rules, which includes Folse .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| b1BANK | EVP & Chief Risk Officer | Not disclosed | Led enterprise risk; senior bank leadership |
| Pedestal Bancshares / Pedestal Bank | Founding Organizer; President & CEO | Not disclosed | Built and led institution; later merged into BFST |
| Louisiana Bankers Association | General Counsel | Not disclosed | Legal leadership for state banking trade group |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Bankers Association | Board Member | Not disclosed | Industry advocacy |
| American Bankers Association Community Bankers Council | Board Member | Not disclosed | National community banking policy input |
| Conference of State Bank Supervisors Bankers Advisory Board | Board Member | Not disclosed | Regulator-bank interface on supervision |
| First National Bankers Bank | Board Member | Not disclosed | Correspondent banking oversight |
| Houma‑Terrebonne Chamber; Terrebonne EDA; South Louisiana Economic Council; United Way for South Louisiana; Chabert Medical Center Foundation | Board Member (various) | Not disclosed | Community and economic development leadership |
Board Governance
- Independence: Board determined all directors except CEO are independent; Folse qualifies as independent despite prior employment, under Nasdaq/SEC standards .
- Committees: 2024 committee rosters list members for Audit, Compensation, and Nominating/Corporate Governance; Folse is not named on these committees, indicating no service on these three during 2024 .
- Attendance & Engagement: Board held 8 scheduled meetings in 2024; all directors attended at least 75% of board and committee meetings, and all then-serving directors attended the 2024 annual meeting .
- Board leadership: Lead Director role established with Rolfe H. McCollister, Jr. appointed July 25, 2024; CEO serves as Chair following March 2024 transition .
- Mandatory retirement: Board adopted a mandatory retirement age of 75 on March 27, 2025 (with limited exceptions) .
- Say‑on‑Pay signal: Shareholder support improved to 92.4% in 2024 from 59.9% in 2023 following program changes and enhanced disclosure .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual Cash Retainer – Lead Director | $65,000 | Set on advice of independent consultant; separate from equity |
| Annual Cash Retainer – Other Directors | $25,000 | Additional monthly retainers for committee chairs/members |
| Annual Equity Retainer (time-based) | $25,000 | One-year vesting restriction |
| Mark Folse – Fees Earned (Cash) | $52,674 | Reflects board/bank board service and any committee-related monthly retainers |
| Mark Folse – Stock Awards (Grant-Date Value) | $25,014 | Annual director equity retainer |
| Mark Folse – Total | $77,688 | Cash + stock awards |
Performance Compensation
| Instrument | Performance Metrics | Vesting | 2024 Award Detail |
|---|---|---|---|
| Director Equity Retainer (RS/RSU) | None disclosed (not performance-linked) | One-year vesting | $25,014 grant-date value for Folse |
Directors receive time-based equity retainers; BFST’s performance‑contingent equity is used for executives (NEOs), not directors .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Folse .
- Compensation Committee interlocks: Company discloses no interlocks or insider participation for 2024; Folse is not listed as a Compensation Committee member .
Expertise & Qualifications
- Finance, legal, and risk management expertise from CRO role, bank founding/leadership, and LBA General Counsel tenure .
- Advanced banking education (Graduate School of Banking at Colorado) and JD (LSU Law Center) supporting regulatory and governance literacy .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Mark P. Folse | 63,286 | ≤1.0% (per footnote indicator) | Includes 250 shares of Series A preferred stock |
| Unvested Restricted Stock included in above | 1,149 shares vesting 4/26/2025 | — | Footnote (18) indicates unvested director RS across multiple directors |
| Shares pledged as collateral | None disclosed for Folse | — | Pledging disclosed for certain executives; not noted for Folse |
Stock ownership guidelines require non-employee directors to hold stock equal to 3x the base cash retainer, with a five-year accumulation period; calculation excludes pledged shares and options, and includes certain deferred/vested equity forms .
Governance Assessment
- Board effectiveness: Folse brings deep banking risk and legal expertise from prior CRO and General Counsel roles—valuable for oversight amid rate/credit cycles and integration risks (e.g., Oakwood acquisition in 2024) .
- Independence and potential conflict lens: Despite prior management role at b1BANK, the board determined him independent under Nasdaq/SEC rules; no related‑party transactions above $120,000 are disclosed for insiders since 2019 beyond ordinary‑course banking on market terms .
- Engagement: Board met 8 times; directors met attendance thresholds and attended the annual meeting, supporting engagement expectations .
- Alignment & incentives: Director compensation is modest, with time‑based equity fostering alignment; directors are subject to ownership guidelines (3x cash retainer), clawback policies for executives, and strict insider trading/hedging controls that discourage pledging/margin accounts .
- Shareholder signals: Material improvement in Say‑on‑Pay (92.4% in 2024 vs. 59.9% in 2023) following governance and pay structure enhancements strengthens investor confidence in compensation oversight .
- RED FLAGS: None disclosed for Folse regarding low attendance, pledging, or related-party transactions; monitor any future committee assignments and ensure continued independence given prior executive service .