Warren McDonald
About Warren McDonald
Warren McDonald is Executive Vice President and Chief Credit Officer (CCO) of b1BANK, serving in this role since February 2021; he has been with the bank since inception in February 2006, is age 58, and previously led commercial lending and market leadership roles across Baton Rouge and the Northshore regions . He began his banking career in 1988 in Premier Bank’s (now JPMorgan Chase) Management Trainee Program and later worked in commercial banking roles at Regions Bank and Whitney National Bank; he holds a BS in Finance (1988) and an MBA (1994) from Louisiana State University . During his CCO tenure, company performance has trended positively on several long-term measures, with net income TTM rising to $76.6M by Q3’25 and tangible book value per share increasing, while EPS has been stable; see table below for context .
Company performance context (selected per-share and profitability measures)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | TTM Q3’25 |
|---|---|---|---|---|---|
| Net Income ($USD Millions) | $52.1 | $52.9 | $65.6 | $59.7 | $76.6 |
| Diluted EPS ($) | $2.53 | $2.32 | $2.59 | $2.26 | $2.59 |
| Core EPS ($) | $2.61 | $2.52 | $2.62 | $2.49 | $2.69 |
| TBVPS ($) | $17.77 | $19.12 | $21.25 | $22.05 | $23.86 |
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| b1BANK (Business First Bancshares) | EVP, Chief Credit Officer | Since Feb 2021 | Serves as Chief Credit Officer |
| b1BANK (Business First Bancshares) | Market President, Baton Rouge & Northshore; Senior Commercial Lender | Since 2006 (pre-CCO; exact years not disclosed) | Led commercial lending in key Louisiana markets |
| Whitney National Bank | Commercial banking roles | Not disclosed | Commercial banking production responsibilities |
| Regions Bank | Commercial banking roles | Not disclosed | Commercial banking production responsibilities |
| Premier Bank (now JPMorgan Chase) | Management Trainee (Commercial Banking) | 1988 (start) | Early-credit training foundation |
External Roles
- No public-company directorships or external board roles for McDonald are disclosed in the latest proxy; the proxy’s executive officer biographies for non-director executives do not include external board service for McDonald .
Fixed Compensation
- Individual compensation for McDonald is not disclosed; he was not a Named Executive Officer (NEO) in 2024/2025, and the Summary Compensation Table covers the CEO and four other NEOs (CFO, CBO, COO, and President) .
- Context (EVP NEOs): Base salaries were increased in 2024, with EVP-level NEOs (CFO, CBO, COO) at $425,000; their target annual cash incentive opportunity was 40% of base salary in 2024 .
| EVP NEO (context) | 2024 Base Salary ($) | Target Bonus (% of base) |
|---|---|---|
| Gregory Robertson (CFO) | 425,000 | 40% |
| Philip Jordan (CBO) | 425,000 | 40% |
| Keith Mansfield (COO) | 425,000 | 40% |
Note: These figures illustrate EVP-level NEO practices; McDonald’s specific base salary and target incentive are not disclosed in the proxy .
Performance Compensation
- Annual cash incentive plan design (corporate-wide): For NEOs, 2024 bonuses were determined 80% by company metrics and 20% by individual goals, with corporate achievement at 100.5%; NEO payouts were 130.51% of target for 2024 .
- Long-term incentive (LTIP) structure: Beginning with shareholder-approved changes in 2024, the program grants a 50/50 mix of time-based RSUs (three equal annual installments over three years) and PRSUs (three-year cliff vest), aligning awards with multiyear strategic performance .
| Incentive Type | Metric(s) | Weighting | Target / Performance Curve | 2024 Outcome (NEO program) | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (NEOs) | Corporate scorecard | 80% | Company score with payout curve | Corporate achievement 100.5%; total payout 130.51% of target | Cash, annual |
| Annual Cash Bonus (NEOs) | Individual goals | 20% | Individual achievement with payout curve | Individual factor contributes to 130.51% total payout | Cash, annual |
| LTIP RSUs | Time-based | 50% | N/A | N/A | Equal annual installments over 3 years |
| LTIP PRSUs | ROATCE (3-yr avg) | 50% | 80% of Target (Threshold), 100% (Target), 110% (Superior); capped at Target if TSR is negative | Not yet measured for 2024 grants | Cliff vest at end of 3-year period |
| LTIP PRSUs | Peer-relative cumulative EPS growth | 50% | 25th (Threshold), 50th (Target), 75th (Superior) percentile vs peer set | Not yet measured for 2024 grants | Cliff vest at end of 3-year period |
Program-level vesting calendar from 2024 grants: RSUs granted 12/12/2024 vest in equal annual tranches in 2025/2026/2027; PRSUs granted 12/12/2024 cliff vest 12/12/2027 subject to performance; 2/1/2024 restricted stock vests in 33.3% annual tranches through 3/31/2026 (examples shown for NEOs) .
Equity Ownership & Alignment
- Individual beneficial ownership for McDonald is not itemized in the 2025 proxy’s beneficial ownership table; he appears within “Other Executive Officers (17)” (aggregate 125,033 shares) and is not one of the named non-director executives itemized separately .
- Stock ownership guidelines were adopted in January 2024 for non-employee directors and NEOs (CEO at 3x base salary; all other NEOs at 1.5x base salary); the guideline disclosure is specific to NEOs and directors, and does not explicitly include non-NEO executives .
- Hedging/pledging: Insider Trading Policy prohibits holding in margin accounts and discourages pledging; pledging requires pre-clearance, and hedging transactions require pre-clearance as well .
| Alignment Item | Status / Detail |
|---|---|
| Beneficial Ownership (McDonald) | Not individually disclosed; included in “Other Executive Officers (17)” (aggregate 125,033 shares as of 3/17/2025) |
| Ownership % | Not individually disclosed |
| Ownership Guidelines | Apply to non-employee directors and NEOs (CEO: 3x salary; other NEOs: 1.5x salary; Directors: 3x retainer) |
| Pledging/Hedging | Discouraged and subject to preclearance; margin accounts prohibited |
| Clawback | Executive Clawback Policy compliant with SEC Rule 10D-1 and Nasdaq rules |
Employment Terms
- Role/date: EVP, Chief Credit Officer since February 2021; with b1BANK since February 2006 .
- Contracts/CIC: The October 29, 2025 8-K announced an amended CEO employment agreement (3x multiple) and new CIC agreements for four executives (CFO, President, COO, CBO) with 2x multiple within a 3-month pre/24-month post CIC window; McDonald was not listed among executives with new CIC agreements in that filing . Receipt of CIC benefits for those covered executives requires compliance with restrictive covenants (non-solicit/non-compete), typically for two years following the CIC; COBRA benefits up to 18 months apply under those CIC agreements .
- Broader practices: Company maintains a clawback policy and a Non-Qualified Deferred Compensation Plan adopted August 1, 2024; the NQDC permits deferrals of salary, bonus, and equity, though discretionary company contributions were not made to NEOs in 2024; participation for McDonald is not disclosed .
Compensation Structure Analysis
- Shift to performance-balanced equity: In 2024, the LTIP moved to a 50/50 RSU/PRSU mix to amplify long-term, performance-based pay; PRSUs are tied to 3-year ROATCE and peer-relative EPS growth, with a cap if TSR is negative, reflecting stronger pay-performance alignment .
- Annual bonus rigor and outcomes: 2024 NEO bonuses paid at 130.51% of target on corporate achievement of 100.5% plus individual modifiers, indicating above-target results but within a structured curve; this evidences formulaic outcomes rather than discretionary awards .
- Governance improvements and shareholder support: Say-on-pay approval climbed to 92.4% in 2024 from 59.9% in 2023 after program changes (ownership guidelines, prohibition on option repricing without shareholder approval, expanded target-setting disclosure) .
- Red-flag mitigants: Policies prohibit margin accounts, discourage pledging, and impose a clawback; no excise tax gross-ups in employment or CIC agreements are stated as a best practice .
Vesting Schedules and Insider Selling Pressure
| Equity vehicle (program-level) | Typical grant date | Vesting schedule | Key dates |
|---|---|---|---|
| Time-based RSUs (2024) | 12/12/2024 | Equal annual installments over 3 years | 12/12/2025; 12/12/2026; 12/12/2027 |
| Performance RSUs (2024) | 12/12/2024 | 3-year cliff, subject to ROATCE and peer EPS performance; TSR cap at Target if negative | 12/12/2027 |
| Restricted Stock (2024 annual) | 2/1/2024 | 33.3% annually; final tranche 3/31/2026 | 3/31/2025; 3/31/2026 |
Note: These schedules reflect company program terms and NEO grant examples; McDonald’s individual award grants/quantums are not disclosed in the proxy .
Equity Ownership & Pledging Checks
- Individual ownership and any pledged shares for McDonald are not disclosed; the proxy notes that shares pledged by the CEO are itemized, but there is no equivalent notation for McDonald, and he is not individually listed in the beneficial ownership table .
- Insider Trading Policy discourages pledging and requires preclearance for any pledging/hedging; holding shares in a margin account is prohibited .
Performance & Track Record
- Tenure and progression: Nearly two decades at b1BANK, ascending from senior lending and market leadership roles to CCO (since Feb 2021), provides continuity in credit culture and underwriting oversight through multiple cycles .
- Company performance during CCO tenure: Net income and TBVPS expanded through TTM Q3’25 with stable-to-improving core EPS, offering a constructive backdrop for credit leadership; see performance table above .
- No disclosed controversies or legal proceedings related to McDonald in the proxy or recent shareholder materials reviewed .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support improved to 92.4% in 2024 from 59.9% in 2023 following program changes (ownership guidelines, shareholder approval for option repricing, expanded target-setting disclosure, and adoption of a balanced RSU/PRSU LTIP) .
Related-Party Transactions and Other Red Flags
- The company reports related-party transactions occur in the ordinary course on market terms and without unusual credit risk; no red flags reported for officer loans; the policy framework includes a clawback and explicit discouragement of pledging/hedging .
Compensation Committee & Peer Group Practices
- The Compensation Committee uses an independent compensation consultant, references a financial-services peer group for decisions, and maintains best-practice risk mitigants (e.g., clawback, ownership guidelines for NEOs/directors, no option repricing without shareholder approval) .
- The proxy notes the use of diverse financial and operational performance goals and a balanced mix of short- and long-term incentives; specific target percentile positioning is not disclosed in the sections reviewed .
Investment Implications
- Alignment signals: Long-tenured CCO with deep institutional knowledge; corporate-level pay program now emphasizes three-year ROATCE and peer-relative EPS growth PRSUs plus multi-year RSU vesting, improving incentive alignment and retention across the executive team .
- Retention and CIC economics: The October 2025 CIC refresh covered select executives (CFO, President, COO, CBO) at 2x base+bonus within a 3-month pre/24-month post CIC window; McDonald was not listed, limiting visibility into his CIC protections and potentially indicating lower change-in-control severance exposure relative to covered peers .
- Trading signal watch-outs: Vesting calendars from 2024 RSU/PRSU changes create recurring potential liquidity events around mid-December and end-March; while McDonald’s grants are not disclosed, monitoring Form 4s around these windows can help gauge insider selling pressure linked to vesting/withholding cycles .
- Data gaps: Lack of McDonald-specific compensation, ownership, and CIC disclosure constrains a direct pay-for-performance and skin-in-the-game assessment; focus on future proxies for whether he becomes an NEO, on any new CIC or employment agreements, and on insider filings to refine retention and alignment views .