Gerard W. Barousse, Jr.
About Gerard W. Barousse, Jr.
Independent director of FB Bancorp, Inc. (FBLA); age 66; director since 2014. Founder and President of Monarch Real Estate Advisors, Inc. (formed in New Orleans in 1991) and President of RCB Developers, specializing in historic building renovations; chairs Bayou District Foundation and Educare New Orleans. Brings deep commercial real estate finance and economic development expertise to the board and local-market insight; no education credentials disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Monarch Real Estate Advisors, Inc. | Founder & President | Since 1991 | Real estate and financial services; commercial real estate finance expertise relevant to bank market dynamics |
| RCB Developers | President | Not disclosed | Historic renovation projects in New Orleans; economic development perspective |
| Metairie Park Country Day School | Chairman, Board of Trustees (former) | Not disclosed | Governance leadership in education non‑profit |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayou District Foundation | Founder & Board Chair | Not disclosed | Housing redevelopment non‑profit; community development alignment |
| Educare New Orleans | Founder & Board Chair | Not disclosed | Early childhood education; local community ties |
Board Governance
- Independence: All directors except the Executive Chair (Katherine A. Crosby) and CEO (Christopher S. Ferris) are independent under Nasdaq standards; Barousse is independent.
- Committee assignments and chairs (FY2024 meetings in parentheses): Audit Committee – Member (8 meetings); Compensation Committee – Member (7 meetings); Nominating/Corporate Governance – not a member (1 meeting). Audit Chair: Mahlon D. Sanford; Compensation Chair: Winifred M. Beron; Nominating Chair: Stephen W. Hales.
- Attendance: No director attended fewer than 75% of aggregate board and committee meetings in 2024.
- Board leadership and risk oversight: Chair and CEO roles are separated (Chair: Katherine A. Crosby; CEO: Christopher S. Ferris); board oversees credit, interest rate, liquidity, operational, strategic, and reputational risks with senior management participation.
- Conduct policies: Anti‑hedging policy prohibits directors, officers, employees, and related persons from hedging company stock via derivatives; codes of ethics in place for senior officers and all directors/employees.
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Annual director fee (non‑employee) | 55,833 | Standard annual fee; Barousse is not a committee chair |
| Committee chair meeting fee | 500 per meeting (only for chairs) | Not applicable to Barousse |
Performance Compensation
- Equity Plan design (subject to stockholder approval on Dec 9, 2025): Directors receive one‑time, self‑executing grants the day after approval; vest 20% annually over 5 years; options have a 10‑year term with exercise price at grant-date closing price; double‑trigger vesting on change in control if service ends involuntarily or for good reason; awards subject to clawback and anti‑hedging/pledging policies.
- Initial awards for Gerard W. Barousse, Jr. (based on $12.01 FMV on Oct 8, 2025; actual grant-date values may differ):
| Award Type | Number of Awards | Dollar Value ($) | Vesting | Term/Exercise Price |
|---|---|---|---|---|
| Restricted Stock | 29,756 | 357,370 (29,756 × $12.01) | 20% per year over 5 years; voting rights; dividends deferred until vesting | N/A |
| Stock Options | 74,390 | Not determinable (value depends on future stock price) | 20% per year over 5 years | 10‑year term; exercise price = closing price on grant date |
Performance metric framework (plan-defined; not necessarily used for director awards):
| Metric Category | Examples/Notes |
|---|---|
| Company/segment objectives | Measured vs. peer group, index, or plan; absolute or change metrics; multi‑year periods |
| Adjustments | Exclude extraordinary/nonrecurring items, divestiture gains/losses, tax/accounting changes, M&A expenses |
| Change-in-control treatment | If double trigger occurs, performance deemed at greater of target or actual as of most recent quarter |
Clawbacks and governance protections:
- Awards subject to FB Bancorp clawback policies (including Dodd‑Frank 954) and trading/hedging/pledging restrictions; no option repricing or cash buyouts of underwater options without stockholder approval; minimum one‑year vesting for at least 95% of awards (limited exceptions).
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public companies | — | — | None disclosed in proxy |
| Private/non‑profits | Bayou District Foundation; Educare New Orleans; Metairie Park Country Day School (former) | Chair/Founder; Chair/Founder; Former Chair | Community organizations; no competitive interlocks disclosed with bank customers/suppliers |
Expertise & Qualifications
- Specialty in commercial real estate finance, historic redevelopment, and local economic development; strong ties to the New Orleans market area.
- Provides real estate and community development insights valuable to a community bank’s credit and market strategy.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gerard W. Barousse, Jr. | 55,000 | <1% | Includes 5,000 shares held in trust for daughter |
| Shares outstanding (reference) | 19,837,500 | — | As of Oct 6, 2025 |
Alignment signals and policies:
- Anti‑hedging policy in place prohibiting derivative hedges; no pledging disclosed for Barousse (pledged shares disclosure appears only for CFO Wanner).
- One‑time equity grants will materially increase director ownership over 5 years, improving alignment with shareholders (subject to approval of 2025 Equity Plan).
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation); acceptable attendance; separation of Chair/CEO; robust anti‑hedging and clawback policies; no related‑party transactions disclosed in 2024.
- Compensation alignment: Historic 2024 compensation weighted to cash ($55,833); approved 2025 Equity Plan would shift to multi‑year, at‑risk equity (RS and options) with double‑trigger protection, enhancing long‑term alignment.
- Potential conflicts: Operates real estate businesses in bank’s market; however, proxy reports no related‑party transactions in 2024 and outlines strict review process for any director transactions and regulatory‑compliant lending policies.
- RED FLAGS to monitor:
- Sizeable one‑time director equity grants (238,048 restricted shares; 595,120 options across non‑employee directors) may draw investor scrutiny; mitigants include 5‑year vesting, no dividend payout until vest, and anti‑repricing provisions.
- Dilution parameters set at 14% of offering shares (4% RS/RSU; 10% options), consistent with conversion norms though implemented >1 year post‑conversion.
Related‑party exposure: “There were no transactions with related persons during the 2024 fiscal year”; any director loans must be ordinary‑course, market terms; audit committee/independent board review required.