Christopher S. Ferris
About Christopher S. Ferris
Christopher S. Ferris is President and Chief Executive Officer of FB Bancorp, Inc. and Fidelity Bank, and serves as a director; he previously served as Fidelity Bank’s Chief Banking and Operations Officer (2014–2017) and held leadership roles at BB&T (now Truist). He sits on boards including the Greater New Orleans Chamber of Commerce, New Orleans Area Habitat for Humanity (Secretary and Vice President), and Financial Institutional Service Corporation. Age 50; director since 2018; education includes the University of Georgia and graduate banking programs at Wake Forest University and LSU . Board leadership is separated at FB Bancorp (Executive Chair Katherine A. Crosby; CEO Ferris), supporting independence and oversight; Ferris is not considered an independent director under Nasdaq rules due to his executive role . Performance context: 2024 was a transition year post-IPO; revenues declined and net income turned negative; EBITDA not disclosed in filings. See financial performance below.
Financial performance during recent fiscal years
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $24,925,000* | $20,009,000* |
| Net Income ($USD) | $1,118,000* | -$6,214,000* |
| Return on Assets (%) | 0.10%* | -0.53%* |
| Return On Equity (%) | 0.72%* | -2.57%* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Fidelity Bank | Chief Banking & Operations Officer | 2014–2017 | Led transformation of sales and operations; created efficient, user-friendly products and services driving significant growth |
| FB Bancorp, Inc. and Fidelity Bank | Director | 2018–present | Board oversight of growth and franchise expansion |
| BB&T (now Truist) | Various leadership roles | Not disclosed | Large regional bank experience applicable to growth and operations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Greater New Orleans Chamber of Commerce | Director | Not disclosed | Market connectivity; civic leadership |
| New Orleans Area Habitat for Humanity | Secretary & Vice President; Director | Not disclosed | Community engagement; governance experience |
| Financial Institutional Service Corporation | Director | Not disclosed | Industry network; technology/operations insights |
| Louisiana Bankers Association | Former Board member | Not disclosed | Industry advocacy; regulatory perspective |
| New Orleans Vistage Worldwide | Founding member | Not disclosed | Executive leadership peer network |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base salary (2024 actual) | $438,600 | As reported in Summary Compensation Table |
| Current base salary (per employment agreement) | $436,800 | Auto-renewing 3-year term |
| Director fees | $0 | Ferris did not receive separate director compensation in 2024 |
| All Other Compensation (2024) total | $75,875 | See perquisite breakdown below |
Perquisite breakdown (2024):
| Item | Amount |
|---|---|
| Business allowance | $24,000 |
| Country club dues | $13,800 |
| Imputed income on life insurance | $2,627 |
| Imputed income on long-term disability insurance | $10,367 |
| ESOP allocation | $9,556 |
| 401(k) employer contributions | $15,525 |
Performance Compensation
| Item | Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| Discretionary bonus (2024) | Discretionary | N/A | Not disclosed | Not disclosed | $96,042 |
| Non-equity incentive plan comp (2024) | Objective benchmarks set annually | Not disclosed | Not disclosed | Not disclosed | $159,019 |
Notes:
- Employment agreement provides for annual bonus with objective benchmarks and established target and maximum goals set and approved by the Board; specific metrics and weights are not disclosed .
- Deferred Compensation Plan awards vest after 3 years, are tied to individual and bank performance metrics, and pay out lump sum upon vesting or upon death/disability or within 12 months post-change-in-control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,313 shares; includes 30,243 shares in the 401(k) Plan and 801 shares via ESOP |
| Ownership % | Less than 1% of 19,837,500 shares outstanding |
| Vested vs. unvested | No outstanding equity awards to NEOs as of 12/31/2024 |
| Options outstanding | None (NEOs) as of 12/31/2024 |
| Pledging | None for Ferris; CFO Wanner has pledged shares; company imposes hedging/pledging policy restrictions |
| Hedging policy | Anti-hedging policy prohibits directors, officers, employees and related persons from hedging the company’s stock |
| Ownership guidelines | Not disclosed in proxy |
2025 Equity Incentive Plan design notes (affects future alignment):
- Share reserve: 2,777,250 shares (14% of offering); up to 793,500 restricted stock/RSUs and 1,983,750 options; minimum 1-year vesting for 95% of awards; double-trigger vesting on change-in-control; clawback compliance under Dodd-Frank Section 954 .
- Initial grants self-execute for non-employee directors only; Ferris is an employee director, so not part of those one-time director grants .
Employment Terms
| Provision | Term |
|---|---|
| Agreement term | Amended and restated employment agreement with 3-year term, auto-extends annually to maintain 3-year remaining term; extends to at least 3 years post-change-in-control |
| Base salary | $436,800 (current per agreement); may be increased, not decreased |
| Bonus | Annual bonus with objective benchmarks, targets and maximums set by Board |
| Severance (no change-in-control) | Lump sum equal to base salary payable for the remaining term; COBRA cash payment equal to monthly COBRA cost times months remaining in the term |
| Severance (double-trigger change-in-control) | Lump sum equal to 3× (base salary as of termination or highest in prior 3 years + average annual cash bonus for the prior 3 years); plus COBRA cash payment equal to monthly COBRA cost × 36 months |
| Restrictive covenants | 1-year non-compete and 2-year non-solicit outside change-in-control; non-disclosure obligations also apply |
| Executive Severance Plan (company-wide) | Provides severance multiples, pro-rata bonus, COBRA payments; excise tax “cut-back or full benefits” to optimize after-tax outcome (not a tax gross-up) |
| Deferred Compensation Plan | Performance-based awards vest after 3 years; 100% vest on death/disability or within 12 months post-change-in-control |
| Clawback & trading restrictions | Awards subject to company clawback policies and hedging/pledging restrictions; no repricing of options without shareholder approval |
Board Service & Governance
- Board leadership: roles separated (Executive Chair Crosby; CEO Ferris), enhancing oversight; Ferris and Crosby are not independent under Nasdaq rules due to current executive roles .
- Committee memberships: Audit, Compensation, and Nominating/Corporate Governance committees comprised of independent directors; Ferris does not appear as a member of these committees in the committee roster .
- Meeting attendance: No director attended fewer than 75% of aggregate board and committee meetings in 2024 .
- Director compensation: Non-employee director annual fee was $55,833 in 2024; Ferris did not receive separate compensation for board service in 2024 .
Related Party Transactions and Risk Indicators
- Related party transactions: None in 2024; insider loans only permitted on market terms per banking regulations .
- Section 16 compliance: Executives and directors complied with beneficial ownership reporting requirements for 2024 .
- Hedging/pledging: Company prohibits hedging; pledging restricted; Ferris has not pledged shares .
Compensation Structure Analysis
- Cash-heavy profile pre-2025 equity plan: 2024 compensation comprised base salary, discretionary bonus, non-equity incentive compensation, and perquisites; no outstanding options/RSUs for NEOs as of 12/31/2024 .
- Anticipated shift post-plan: The 2025 Equity Incentive Plan introduces RSUs/options with one-year minimum vesting, performance-award capability, and double-trigger change-in-control features; specific executive grants to be determined by the Compensation Committee post shareholder approval .
- Governance safeguards: No option repricing or cash buyouts of underwater options without shareholder approval; clawbacks aligned with Dodd-Frank .
Investment Implications
- Alignment: Ferris holds common stock and participates in ESOP/401(k); anti-hedging and pledging restrictions support alignment; absence of outstanding executive equity awards reduces near-term vesting-related selling pressure. Future equity grants under the 2025 plan will further align pay with performance through time- and performance-based vesting and clawbacks .
- Retention and change-in-control economics: A robust employment agreement with a rolling 3-year term and double-trigger 3× salary-plus-bonus change-in-control severance suggests strong retention; excise tax best-net provision (not a gross-up) mitigates shareholder-unfriendly optics relative to traditional golden parachutes .
- Performance risk: FY 2024’s revenue decline and net loss, with negative ROA/ROE, indicate execution risk and a challenging environment post-IPO; bonus frameworks with objective benchmarks exist but metric details are undisclosed, limiting external assessment of pay-for-performance rigor .
- Governance: Separation of Chair/CEO and independent committees reduce dual-role concerns; Ferris’s external civic/industry roles strengthen local market connectivity but require continued monitoring for potential interlocks or conflicts (none disclosed) .
Values retrieved from S&P Global.*