J. Luis Baños, Jr.
About J. Luis Baños, Jr.
J. Luis Baños, Jr. is an independent director of FB Bancorp, Inc. (FBLA), serving since 2005; he is 71 years old and is an entrepreneurial executive with four decades of leadership across energy exploration, consulting, and agribusiness operations . He currently serves as Chairman, CEO, and Co‑Founder of ORX Exploration, Inc., and also leads ESG Integrated Solutions, LLC and White Lafourche, LLC, bringing finance, strategy, and business development expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ORX Exploration, Inc. | Chairman, Chief Executive Officer, Co‑Founder | Current | Energy exploration leadership and growth-focused strategy |
| ORX Resources, Inc. | Co‑Founder; former Chairman & CEO | Until Dec 2018 | Company filed for bankruptcy in 2019 (prior bankruptcy involvement) |
| ESG Integrated Solutions, LLC | Founder and Manager | Current | Energy and mining consulting leadership |
| White Lafourche, LLC | Manager and Co‑Manager | Current | Agricultural operations (sugarcane) in Thibodaux |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Louisiana Philharmonic Orchestra | Director | Current | Non‑profit board service |
| Stem Library Lab | Director | Current | Non‑profit board service |
| Prior: Posse; Audubon Institute; YMCA; National Council for Christians and Jews; Metropolitan Crime Commission | Board roles (prior) | Prior | Community and civic leadership roles in Louisiana |
Board Governance
- Independence: The board determined all directors are independent under Nasdaq rules except the Executive Chairman (Katherine A. Crosby) and the CEO (Christopher S. Ferris); Baños is independent .
- Committee memberships (2024): Audit; Compensation; Nominating/Corporate Governance; he is not a chair of these committees .
- Committee meeting cadence (2024): Audit (8); Compensation (7); Nominating/Corporate Governance (1) .
- Attendance: No director attended fewer than 75% of combined board and committee meetings in 2024 .
- Leadership structure: Roles of Chair and CEO are separated to enhance oversight; Crosby serves as Chair and Ferris as CEO .
- Anti‑hedging: The company prohibits directors, officers, employees and related persons from hedging company stock; awards are also subject to clawback and hedging/pledging policy restrictions under the equity plan .
Committee Assignments (current)
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Mahlon D. Sanford) | 8 |
| Compensation | Yes | No (Chair: Winifred M. Beron) | 7 |
| Nominating/Corporate Governance | Yes | No (Chair: Stephen W. Hales) | 1 |
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Annual retainer (cash) | $55,833 (non‑employee director annual fee) |
| Committee chair fees | Not applicable (he is not a chair; chairs earn $500 per meeting) |
| Other compensation | None disclosed for him in 2024 |
| Total FY2024 director compensation | $55,833 |
Note: Each director of the Company also serves on the Bank board; the CEO received no separate director compensation; chair per‑meeting fees apply only to committee chairs .
Performance Compensation
Subject to stockholder approval of the 2025 Equity Incentive Plan at the Dec 9, 2025 annual meeting, non‑employee directors will receive one‑time initial equity grants that self‑execute the day following approval (expected Dec 10, 2025) . Awards vest 20% per year over five years; dividends on restricted stock are withheld until vesting; options have a 10‑year term with exercise price set at grant‑date closing price; plan includes double‑trigger change‑in‑control vesting and prohibits repricing .
| Award Type | Number of Awards | Grant Timing | Vesting | Exercise Price/Term | Dividends/Clawback | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock | 29,756 shares | Day after stockholder approval (Dec 2025) | 20%/yr over 5 years; accelerates on death, disability, or involuntary termination in connection with change in control | N/A | Dividends withheld until vesting; subject to clawback policy | Dollar value reference at $12.01 FMV used in proxy: $357,370 (actual value at grant depends on price) |
| Stock Options | 74,390 options | Day after stockholder approval (Dec 2025) | 20%/yr over 5 years; accelerates on death, disability, or involuntary termination in connection with change in control (3.3(b)(i)) | Exercise price = closing price on grant date; 10‑year term | No dividends; subject to clawback policy | One‑time initial non‑employee director grant; actual option value depends on future price |
- Equity Plan guardrails: 1‑year minimum vest on ≥95% of awards; double‑trigger vesting on change in control; no option repricing or cash buyouts without stockholder approval; dividends deferred until vesting; liberal share recycling prohibited; awards subject to clawbacks including Dodd‑Frank Section 954 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy for Baños . |
| Private/non‑profit boards | Louisiana Philharmonic Orchestra (Director); Stem Library Lab (Director) . |
| Potential interlocks (competitors/suppliers/customers) | None disclosed; related‑party transactions policy in place; no related‑person transactions reported in 2024 . |
Expertise & Qualifications
- Four decades of leadership in finance, strategic initiatives, and business development; entrepreneurial background across energy exploration and consulting .
- Experience leading multiple organizations (ORX Exploration; ESG Integrated Solutions; White Lafourche), contributing operational and strategic perspectives to the board .
- Service on community and cultural non‑profit boards, supporting stakeholder engagement in FBLA’s core market area .
Equity Ownership
| Holder | Shares Beneficially Owned (as of Oct 6, 2025) | % of Outstanding | Pledged? |
|---|---|---|---|
| J. Luis Baños, Jr. | 20,000 | <1% (based on 19,837,500 shares outstanding) | No pledges indicated for Baños; proxy notes none of the named individuals had pledged unless otherwise indicated (pledge footnote pertains to a different officer) |
- Shares outstanding as of Oct 6, 2025: 19,837,500 .
- Beneficial ownership table shows Baños at 20,000 shares; “less than 1%” notation applies .
Governance Assessment
- Board effectiveness and independence: Baños serves on all three key committees (Audit, Compensation, Nominating/Corporate Governance) as an independent director, enhancing oversight coverage; committee chairs are independent; audit committee includes a designated financial expert (Sanford) .
- Attendance and engagement: No director fell below 75% attendance for 2024 across board and committee meetings; Company board met 2 times and Bank board 15 times in 2024, with robust committee cadence (Audit 8; Compensation 7; Nominating 1) .
- Alignment mechanisms: Anti‑hedging policy for directors and officers; 2025 Equity Plan establishes director equity ownership through time‑vested restricted stock and options, with clawback and double‑trigger CIC protections .
- Compensation structure: 2024 director pay was cash‑only ($55,833); pending plan would add meaningful equity that vests over five years, improving long‑term alignment while maintaining best‑practice safeguards (no repricing; dividends deferred until vesting) .
Risk Indicators & Red Flags
- RED FLAG: Prior bankruptcy involvement — ORX Resources, Inc., where Baños was co‑founder and former Chairman & CEO, filed for bankruptcy in 2019 .
- Large one‑time director equity awards (if plan approved): 29,756 restricted shares and 74,390 options to each non‑employee director; vest over five years (alignment positive but notable in size) .
- Related‑party/loans: No related‑person transactions reported for 2024; any insider lending must comply with banking regulations and be on market terms .
No public say‑on‑pay results or director stock ownership guidelines were disclosed in this proxy; this is the company’s first annual meeting since its October 2024 IPO and conversion .