Saundra Strong
About Saundra Strong
Executive Vice President, General Counsel and Corporate Secretary at Business First Bancshares (b1BANK) since October 2021, age 47; JD (Mississippi College School of Law, 2003) and BS (University of Southern Mississippi, 2000). She oversees the Company’s legal function and serves as Corporate Secretary, with prior experience as Assistant General Counsel at BancorpSouth and associate at Phelps Dunbar . Company performance under her tenure includes 2024 core ROA of 0.94%, net interest income of $227.4M, noninterest revenue of $44.2M, and 5‑year TSR index value of 115.62 vs 111.53 for the KBW Regional Bank Index, supporting pay-for-performance alignment emphasis in BFST’s program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BancorpSouth Bank | Senior Vice President, Assistant General Counsel | 2014–2021 | Helped create in‑house legal department; managed Affirmative Action & D&I plan; conducted SOX whistleblower investigations; oversaw internal legal/regulatory matters . |
| Phelps Dunbar LLP | Associate | Pre‑2014 | Built litigation and regulatory experience applicable to bank legal operations . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Mississippi Bar Association | Member | Not disclosed . |
| Mississippi Defense Lawyers Association | Member | Not disclosed . |
| Jackson Young Lawyers Association | Member | Not disclosed . |
| Capital Area Human Resources Association | Member | Not disclosed . |
| Capital Area Bar Association | Member | Not disclosed . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2022 | 284,647 | 27,995 |
Performance Compensation
| Year | Stock Awards ($) | Non‑Equity Incentive Plan Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 250,207 | 157,500 | 2022 annual management incentive plan used threshold 50% and maximum 150% of target, as % of base salary; awards approved January 2023 and reported as non‑equity incentive comp . |
Performance metric design and rigor (company framework most relevant for NEOs; indicative of BFST alignment):
| Metric | Weight | Threshold | Target | Superior | 2024 Actual | 2024 Performance Level | 2024 Weighted % |
|---|---|---|---|---|---|---|---|
| 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 Corporate Component | 80% | — | — | — | — | — | 100.5% |
Long‑term incentives program (adopted 2024; used for NEOs and reflected in executive grants):
- Structure: 50% time‑based RSUs vesting in equal annual installments over 3 years; 50% PRSUs earned on three‑year performance period (ROATCE absolute; peer‑relative cumulative EPS growth), with PRSUs capped at target if TSR is negative .
- Initial grants made December 12, 2024; example NEO grant values based on $28.29 share price at grant .
Equity Ownership & Alignment
Outstanding equity awards and vesting (historical snapshot):
| Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 12/31/2022 | 12,552 | 277,901 |
Insider transactions and selling pressure indicators:
| Item | Jul 30, 2024 | Mar 5, 2025 | Aug 22, 2025 |
|---|---|---|---|
| Form filed | Form 4 | Form 4 (holdings update; no transaction) | Form 4 |
| Shares sold (#) | 6,300 | — | 2,363 |
| Weighted avg price ($) | 25.32 | — | 25.34–25.41 (weighted avg 25.38) |
| Form 144 (proposed sale) | — | — | Filed Aug 22, 2025 |
Ownership policies and alignment safeguards:
- Stock ownership guidelines adopted Jan 2024: CEO 3x base salary; directors 3x cash retainer; other NEOs 1.5x base salary; accumulation required within 5 years; performance RSUs count once certified; pledged shares excluded .
- Insider trading policy discourages hedging and pledging; prohibits margin accounts; transactions require preclearance .
- Clawback policy (SEC Rule 10D‑1 and Nasdaq compliant) requires recovery of erroneously awarded incentive compensation upon restatement; no indemnification allowed .
- No pledging disclosure for Strong; pledge footnotes are provided for others (e.g., CEO, CFO), but Strong’s footnote indicates deferred RSU/PRSU elections, not pledges .
Deferred compensation elections:
- Strong irrevocably elected to defer 50% of time‑based restricted units granted on 3/1/2025 and 50% of performance‑based restricted stock units granted on 3/1/2025 under the b1BANK Deferred Compensation Plan .
Employment Terms
Change‑in‑control economics and severance (as of 12/31/2022 framework):
| Scenario | Severance ($) | Accelerated Vesting ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|
| CIC termination by Company without cause or by executive for good reason | 776,626 | 10,804 | 19,894 | 807,324 |
Key contractual features:
- For executives other than CEO, CIC agreements generally provide 2x base salary plus average bonus (3‑year look‑back) and continued benefits for terminations without cause or for good reason within 3 months before or 24 months after a CIC; subject to non‑compete and non‑solicit obligations post‑CIC .
- 280G “cutback” applies only if reducing benefits improves after‑tax compensation; no excise tax gross‑ups .
- Officers serve at the pleasure of the Board; departures may impact operations, underscoring retention importance .
Performance & Track Record
Company performance context relevant to Strong’s tenure:
- 2024 highlights: net interest income $227.4M; net interest margin 3.48% (Q4 inflection to 3.61%); loans HFI +$291M organic (+5.83%); deposits +$548.9M organic (+10.46%); noninterest revenue $44.2M (16.3% of total); stable credit (NPL/Loans 0.42%, NPA/Assets 0.39%); closed Oakwood acquisition Oct 1, 2024 .
- Pay‑versus‑performance disclosure shows Company TSR index value 115.62 in 2024 vs peer 111.53; core ROA 0.94; net income $65.1M, supporting linkage between incentive design and outcomes .
- Say‑on‑pay improved from 59.9% in 2023 to 92.4% in 2024 after governance enhancements (option repricing prohibition, ownership guidelines, expanded target rigor disclosure, new RSU/PRSU LTIP) .
Board Governance
- Compensation Committee members: James J. Buquet III, Rolfe H. McCollister Jr., Patrick E. Mockler (Chair), Kenneth W. Smith, Ricky D. Day; all independent; retains Aon/McLagan as independent consultant; uses a southeastern/southwestern bank peer group (assets $3–$12B) for benchmarking .
- Corporate governance and ethics frameworks are published; Board held 8 meetings in 2024; all directors attended ≥75% of meetings .
Equity Ownership & Alignment Details (additional)
- Beneficial ownership table aggregates “Other Executive Officers” (incl. Strong) at 125,033 shares as of March 17, 2025; Strong’s specific beneficial share count not separately enumerated; footnotes document her 2025 deferral elections under the NQDC Plan .
- Section 16(a) compliance: directors and officers timely filed all required ownership reports for fiscal 2024 .
Compensation Peer Group (for benchmarking)
- Peer group used for 2024 compensation decisions includes Veritex Holdings, Seacoast Banking, Origin Bancorp, National Bank Holdings, SmartFinancial, Southside Bancshares, and others meeting asset/geographic criteria; provides market context for pay mix and levels .
Investment Implications
- Alignment: Strong’s role as General Counsel and Corporate Secretary signals strong governance and compliance oversight, with explicit clawback, hedging/pledging restrictions, and ownership guidelines under Board policy—reducing governance risk and aligning executive incentives with shareholder outcomes .
- Retention and selling pressure: Documented open‑market sales in July 2024 (6,300 shares at ~$25.32) and August 2025 (2,363 shares at ~$25.38), plus a Form 144 filing in August 2025, indicate periodic liquidity events; monitor subsequent vesting calendars and any accelerated vesting upon CIC for potential supply impact around windows .
- CIC economics and retention: Her CIC severance total as of 2022 ($807K) with double‑trigger mechanics and benefit continuation provides retention assurance but creates potential cost on change‑in‑control; absence of gross‑ups and presence of cutback provision mitigate shareholder unfriendly optics .
- Performance linkage: BFST’s incentive framework emphasizes multi‑metric corporate goals and three‑year PRSUs tied to ROATCE and peer‑relative EPS growth, aligning executive rewards with sustainable outcomes; continued strong governance and improved say‑on‑pay support compensation discipline .