Josh C. Folds
About Josh C. Folds
Josh C. Folds is Chief Banking Officer of Fidelity Bank (FB Bancorp’s banking subsidiary), overseeing strategy for Retail, Small Business, SBA, and Commercial Banking. He previously led Small Business, SBA, Business Banking Merchant Services, and Virtual Business Banking at First Horizon (2018–Sep 2023). He holds a B.A. in Communications from Florida Atlantic University, is a graduate of the Executive Banking School at Furman University, and serves on the faculty for the Graduate School of Banking. Age: 48. FB’s proxy does not disclose TSR, revenue growth, or EBITDA growth attributable to his tenure.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Horizon | Head of Small Business, SBA, Business Banking Merchant Services, Virtual Business Banking | 2018–Sep 2023 | Led multi-channel SMB banking platforms; experience directly relevant to FB Bancorp’s retail, small business, and SBA growth focus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Graduate School of Banking | Faculty | N/D | Executive education in banking; signals domain expertise and industry connectivity |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Business Allowance ($) | Moving Bonus ($) | Imputed LTD Income ($) | 401(k) Employer Contribution ($) |
|---|---|---|---|---|---|---|
| 2024 | 300,000 | 74,291 | 29,000 | 35,340 | 2,087 | 7,864 |
Notes:
- No equity awards were outstanding as of 12/31/2024 (i.e., compensation mix in 2024 was effectively all-cash for Folds) .
Performance Compensation
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | Discretionary Cash Bonus | Not disclosed | N/D | N/D | N/D | 36,000 | N/A |
| 2024 | Non-Equity Incentive Plan | Company/individual metrics (plan uses annual performance criteria set by bank; specifics not disclosed) | N/D | N/D | N/D | 9,000 | N/A |
Additional context:
- Fidelity Bank operates a Performance-Based Deferred Compensation Plan with annual performance metrics and 3-year vesting for awards, but named participants and metric detail for Folds are not disclosed in the proxy .
Equity Ownership & Alignment
| Holder | Total Beneficial Ownership (Shares) | % of Outstanding | Vested vs. Unvested | Options (Exercisable/Unexercisable) | Shares Pledged | Notes |
|---|---|---|---|---|---|---|
| Josh C. Folds | 1,846 | <1% | Not broken out; no outstanding equity awards at 12/31/2024 | None disclosed | None indicated for Folds (pledge disclosure provided for others if applicable) | Company has an anti-hedging policy; plan awards also subject to hedging/pledging restrictions |
Ownership guidelines: No explicit executive stock ownership guidelines disclosed in the proxy.
Hedging/Pledging: Company prohibits hedging; plan imposes hedging/pledging restrictions on awards.
Employment Terms
| Item | Disclosure | Key Terms |
|---|---|---|
| Employment Agreement | Not disclosed for Folds | N/D in proxy; employment agreements described for other executives (e.g., CEO, Executive Chair) |
| Severance/Change-in-Control | Executive Severance Plan exists for designated executives; participants and multipliers not disclosed for Folds | For designated participants: double-trigger change-in-control severance equal to severance multiple × (base salary + target bonus), plus pro rata bonus and COBRA cash payment; outside CIC, severance multiple × salary; Wanner’s multipliers are disclosed; others not specified |
| Non-Compete/Non-Solicit | Not disclosed for Folds | N/D |
| Clawbacks | Plan awards subject to company clawback policies and Dodd-Frank Section 954 | Applies to equity awards under 2025 plan |
Plan-Based Equity (Forward Looking; Approved Dec 2025)
- FB Bancorp 2025 Equity Incentive Plan: 2,777,250 shares total (≈14% of offering), with 793,500 for RSAs/RSUs (4%) and 1,983,750 for options (10%); 1-year minimum vesting for at least 95% of awards; double-trigger vesting on change-in-control (unless awards not assumed) .
- Employee grants to be determined post-approval; no specific allocations to executives were set at proxy filing .
- Implication: If Folds receives awards under the plan, future multi-year vesting could introduce scheduled supply; double-trigger mitigates immediate acceleration risk on CIC.
Compensation Committee and Governance (Context)
- Compensation Committee members (independent): Winifred M. Beron (Chair), J. Luis Baños, Jr., Gerard W. Barousse, Jr., Stephen W. Hales, Mark C. Romig, Todd G. Schexnayder .
- Anti-hedging policy in place for directors and officers; Section 16(a) reporting compliance reported as complete for 2024 .
- No related-party transactions in 2024 .
Multi-Year Compensation Summary (available year)
| Year | Salary ($) | Bonus ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 300,000 | 36,000 | 9,000 | 74,291 | 419,291 |
Track Record, Achievements, and Risks
- Background: Built and led SMB/SBA banking platforms at a large regional bank (First Horizon), aligning with FBLA’s growth segments in small business and SBA lending .
- Execution risk: 2024 compensation was cash-heavy due to lack of outstanding equity awards, potentially limiting equity alignment until post-2025 plan grants are made .
- Governance safeguards: Anti-hedging policy; equity plan with double-trigger CIC; prohibition on option repricing/cash buyouts without shareholder approval .
Investment Implications
- Alignment set to improve: Folds had no outstanding equity through 2024, but the newly approved 2025 plan sets the stage for multi-year, potentially performance-linked equity that should strengthen pay-for-performance alignment (minimum one-year vesting, CIC double-trigger) .
- Near-term selling pressure appears low: With no prior equity awards outstanding, immediate insider supply from vesting is limited; future awards (to be determined) will introduce structured vesting over time .
- Retention considerations: While CEO and Executive Chair terms are detailed, Folds’ individual employment/severance terms are not disclosed; participation in the Executive Severance Plan is unknown, leaving some retention economics opaque until additional disclosures or plan allocations are made .
- Execution lever: His First Horizon experience in SMB/SBA/merchant/virtual channels aligns with FB’s stated banking growth areas, suggesting potential value creation if translated effectively at FBLA .