Philip Jordan
About Philip Jordan
Philip Jordan is Executive Vice President and Chief Banking Officer at b1BANK (Business First Bancshares, Inc.), responsible for the unified Commercial and Retail Banking teams and Treasury Management; he has been with the bank since August 2008 and is age 52 . He has served as Chief Banking Officer since August 2018, previously holding roles including Western Region CEO and Regional President, and holds a Finance degree from Louisiana Tech University . The proxy emphasizes pay-for-performance alignment via an 80% corporate / 20% individual annual bonus mix and a 50% RSU / 50% PRSU long-term incentive design introduced in 2024, but does not disclose TSR or revenue/EBITDA growth metrics specific to Jordan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| b1BANK | EVP, Chief Banking Officer | Aug 2018–present | Leads unified Commercial and Retail Banking and Treasury Management across markets |
| b1BANK | Western Region Chief Executive Officer | –Jan 2017 (served prior to Jan 2017) | Led Southwest, Northwest, and Lafayette, Louisiana markets |
| b1BANK | Regional President, Northwest Louisiana | Before Jul 2015 | Regional leadership prior to promotion to EVP |
| b1BANK | EVP (prior to CBO; previously Chief Commercial Officer) | Promoted EVP Jul 2015; served as CCO prior to Aug 2018 | Senior commercial leadership roles preceding CBO |
External Roles
- The 2025 proxy discloses only internal executive roles for Jordan; it does not list external public company board memberships for him .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Base) | Target Bonus ($) | Actual Bonus ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 408,500 | 40% | 170,000 | 221,868 | 1,287,510 |
| 2023 | 377,000 | — | — | 201,600 | — |
| 2022 | 362,645 | — | — | 217,200 | — |
Notes:
- 2024 base salary increased from $392,000 to $425,000 for Jordan (+8.4%) .
- “All Other Compensation” for 2024 totaled $45,765 (perquisites and benefits) . The company provides limited perquisites such as car allowances and certain club memberships .
Performance Compensation
2024 Annual Cash Incentive
| Plan/Metric | Weighting | Target | Actual/Achievement | Payout as % of Target | Payout ($) |
|---|---|---|---|---|---|
| Corporate performance | 80% | — | 100.5% | — | — |
| Individual performance | 20% | — | 30% | — | — |
| Total annual incentive | — | $170,000 | — | 130.51% | 221,868 |
- Target bonus opportunity remained 40% of base salary in 2024 ($170,000) .
- Actual 2024 payout for Jordan equaled 130.51% of target, or $221,868 .
Long-Term Incentive Program (LTIP) Structure (adopted 2024)
| Equity Vehicle | 2024 Allocation | Vesting Condition | Rationale |
|---|---|---|---|
| RSUs | 50% | Equal annual installments over 3 years | Aligns with shareholders’ interests; promotes retention |
| PRSUs | 50% | One absolute goal and one peer-relative goal; 3-year cliff | Ties pay to financial goals; relative goal filters macro factors |
Grants of Plan-Based Awards (2024)
| Grant Date | Vehicle | Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| 2/1/2024 | Restricted Stock (annual) | 11,108 | 248,930 |
| 12/12/2024 | RSU (transitional) | 5,555 | 157,151 |
| 12/12/2024 | PRSU (target) | 5,555 | 157,151 |
- Stock awards recorded in 2024 Summary Compensation Table total $563,232 for Jordan (aggregate grant-date fair value per ASC 718) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 105,862 shares; “under 1%” of outstanding |
| Shares outstanding (3/17/2025) | 29,558,238 |
| Ownership as % of outstanding | ~0.36% (105,862 / 29,558,238) |
| Included holdings | ~14,993 equivalent shares via 401(k) employer stock fund; 4,000 units in IRA |
| 2023 RS grant (2/1/2023) | 5,500 RS; vests 33.3% annually; final vest 3/31/2025 |
| 2024 RS grant (2/1/2024) | 7,442 RS; vests 33.3% annually; final vest 3/31/2026 |
| 12/12/2024 RSU | 5,555 RSUs; vest 1/3 annually on 12/12/2025, 12/12/2026, 12/12/2027 |
| 12/12/2024 PRSU | 5,555 PRSUs; 3-year cliff on 12/12/2027 (subject to performance) |
| 3/1/2025 RSU | 5,838 RSUs; vest 1/3 annually on 3/1/2026, 3/1/2027, 3/1/2028 |
| 3/1/2025 PRSU | 5,838 PRSUs; 3-year cliff on 3/1/2028 (subject to performance) |
| Deferred comp elections | Irrevocably elected to defer 12/12/2024 RSUs and PRSUs under the b1BANK Deferred Compensation Plan |
| Options/vesting activity (2024) | Options exercised: 7,500 shares; value realized $23,250. Shares vested: 12,120; value realized $270,034 |
| Pledging/hedging | No pledging noted in Jordan’s ownership footnote; company policy discourages pledging and requires preclearance; hedging strongly discouraged; margin accounts prohibited |
| Ownership guidelines | NEOs: minimum 1.5x base salary within five years; pledged shares excluded from ownership value |
Employment Terms
- Change-in-control agreement (Jordan): If terminated without cause or for good reason from 3 months before to 24 months after a CIC, one-time payment of 2x (base salary + average bonus for prior 3 years) plus continued benefits; subject to 2-year non-solicit and non-compete following CIC . A 280G “cutback” provision applies if it yields higher after-tax value .
- Potential payments table (as of 12/31/2024): CIC scenario shows components for Jordan including base salary $425,000, bonus $215,533, cash severance $1,921,600, health and welfare benefits $22,540; total $2,562,277; accelerated vesting values also shown in the table (methodology: $25.70/share at 12/31/2024) .
- Benefits continuation: Other NEOs (including Jordan) entitled to 18 months of continued medical/dental/vision/group life on same cost sharing if terminated within 3 months before or 2 years after a CIC (subject to conditions) .
- Clawback: Executive Clawback Policy compliant with Exchange Act 10D, SEC Rule 10D-1, and Nasdaq rules; no indemnification or insurance reimbursement for recovered comp .
- Hedging/pledging/insider trading: Insider Trading Policy strongly discourages hedging and derivative transactions and requires preclearance; margin accounts prohibited; pledging discouraged and requires preclearance .
- Non-Qualified Deferred Compensation Plan: Adopted 8/1/2024; executives may defer up to 80% salary, 100% bonus, and 100% equity grants; company made no discretionary contributions in 2024; distributions upon retirement, death, disability, termination, or specified dates .
- SERP: Present value of accumulated benefit for Jordan was $266,745 with 16 years of credited service at 12/31/2024 (assumptions disclosed in proxy) .
- No excise tax gross-ups: Company policy reflects no excise tax gross-ups in employment/CIC agreements .
- Compensation peer group (for benchmarking): Includes regional banks such as Veritex Holdings, Stock Yards Bancorp, Origin Bancorp, SmartFinancial, Southside Bancshares, and others (full list in proxy) .
Investment Implications
- Pay-for-performance alignment improved: 2024 LTIP shift to 50% PRSUs with a three-year cliff and explicit absolute/relative goals increases performance sensitivity and retention, while RSUs provide stability; annual cash incentive weighted 80% corporate and 20% individual paid at 130.51% of target for 2024, indicating corporate goals modestly exceeded target (100.5% achievement) .
- Upcoming vesting events and potential selling pressure: Key vesting dates include 3/31/2025 (2013/2024 RS), 12/12/2025–2027 (RSUs), and 12/12/2027 and 3/1/2028 (PRSUs cliff), and 3/1/2026–2028 (RSUs); these dates may coincide with Form 4 activity as tranches vest and settle .
- Alignment and risk controls: Jordan holds meaningful equity (beneficial ownership ~105.9k shares; includes retirement plan units); no pledging noted for him; company enforces stock ownership guidelines (1.5x base salary for NEOs) and maintains a compliant clawback and restrictive hedging/pledging policy—factors supportive of shareholder alignment and governance quality .
- CIC economics and retention: Jordan’s CIC agreement (2x salary+bonus, 18 months benefits) provides a moderate safety net that could lower voluntary departure risk, but also creates a potential payout catalyst in M&A scenarios within the protection window; cutback provisions mitigate 280G tax impacts .
Overall, Jordan’s compensation mix and vesting ladder emphasize multi‑year value creation with guardrails (clawback, anti‑hedging/pledging, ownership guidelines). Watch vesting dates for liquidity/filing cadence and monitor PRSU performance calibration versus disclosed absolute/relative goals to assess incentive attainability and future payout leverage .