Katherine A. Crosby
About Katherine A. Crosby
Katherine A. Crosby is Executive Chairman of FB Bancorp and Fidelity Bank; she joined the Board in 2003, served as Vice Chairman from 2006–2009, and became Chairman in 2010. She holds a B.A. in Business Administration from Vanderbilt University and an MBA from Tulane University’s A.B. Freeman School of Business; age 63 as of December 31, 2024 . She is not an independent director given her executive role, and FB Bancorp has a separated leadership structure with Crosby as Chair and Christopher S. Ferris as CEO . Company performance context: FB Bancorp reported a 2024 net loss of $6.2M due to a $5.8M goodwill impairment, net interest margin of 4.36% for 2024, and equity-to-assets of 26.72% post-mutual-to-stock conversion; shares began trading on Oct 23, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FB Bancorp / Fidelity Bank | Executive Chairman; Board member | Director since 2003; Executive Chairman since 2024 | Long-tenured governance; continuity across mutual-to-stock conversion |
| Fidelity Bank | Vice Chairman | 2006–2009 | Leadership in pre-conversion era |
| Fidelity Bank | Chairman | 2010–present | Board leadership, oversight of risk and strategy |
| Homestead Title Corporation | President | 2007–2009 | Operating leadership experience |
External Roles
| Organization | Role | Years | Notes/Impact |
|---|---|---|---|
| Federal Reserve Bank of Atlanta (New Orleans Branch) | Director | Prior service (years not specified) | Regulatory and economic insight |
| LCMC Health System | Director; Chairman | Chair 2018–2020; Director current | Large system governance experience |
| Children’s Hospital of New Orleans | Director | Current | Community health engagement |
| Greater New Orleans Foundation | Director | Current | Philanthropic leadership |
| Selley Foundation | Trustee | Current | Foundation oversight |
| New Orleans Area Habitat for Humanity | Board Chair (former) | Former | Community development |
| WYES-TV (Public TV) | Board Chair (former) | Former | Media governance |
| Junior League of New Orleans | President; Sustainer of the Year | President 2000–2001; Award 2019 | Civic leadership |
| New Orleans Regional Leadership Institute; Poydras Home | Director (former) | Former | Regional leadership roles |
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus ($) | 401(k) Employer Contribution ($) | ESOP Allocation ($) | Board Fees ($) |
|---|---|---|---|---|---|
| 2024 | 320,000 | 60,000 | 15,525 | 9,556 | 13,750 (discontinued upon employment agreement) |
- Employment agreement sets base salary at $320,000, with eligibility for discretionary bonus and full benefits .
Performance Compensation
- No Crosby-specific equity awards or PSU/RSU metrics were disclosed for 2024; the Company did not grant stock options to executive officers in 2024, and future employee grants under the 2025 Equity Plan will be determined post-approval .
- 2025 Equity Plan design features:
- Minimum vesting of one year (up to 5% exceptions); double-trigger vesting on change-in-control; performance goals permitted; no option repricing or cash buyouts of underwater options; dividends on restricted stock/RSUs deferred until vest; clawback under Dodd-Frank 954 .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (total shares) | 75,807 | Includes 40,000 shares in spouse’s IRA and 801 ESOP shares |
| Ownership as % of shares outstanding | Less than 1% | Shares outstanding were 19,837,500 as of Oct 6, 2025 |
| Pledging status | None pledged | Pledging noted for CFO Wanner, not Crosby |
| Hedging policy | Prohibited | Anti-hedging policy for directors/officers/employees |
| Stock ownership guidelines | Not disclosed | No guideline details in proxy |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement Parties/Role | Employment agreement with Fidelity Bank; Crosby as Executive Chairman |
| Initial Term; Auto-Renewal | 2-year initial term; auto-renews annually to maintain 2-year remaining term unless non-renewal notice; extends to ≥2 years following a change-in-control |
| Base Salary | $320,000; may be increased, not decreased |
| Bonus | Discretionary bonus; pro rata bonus payable upon qualifying termination |
| Benefits/Expenses | Eligible for employee plans/perquisites; reasonable business expense reimbursement |
| Non-CIC Severance | 1.5x base salary (lump sum) + pro rata bonus + lump-sum COBRA equivalent for 18 months + accrued obligations |
| CIC Severance | 1.5x (base salary + pro rata current-year bonus) lump sum + COBRA equivalent for 18 months |
| Restrictive Covenants | One-year non-compete and one-year non-solicit post-termination (other than CIC terminations) |
| Termination Triggers | Death/disability; voluntary resignation as Chair ends agreement; termination without cause or for good reason eligible for severance |
Board Governance and Director Compensation
- Independence: All directors except Crosby and Ferris are independent under Nasdaq rules due to executive roles .
- Leadership model: Separated Chair/CEO roles; Crosby serves as Chairman; Ferris as President & CEO .
- Committees: Audit, Compensation, and Nominating/Governance are composed of independent directors; chairs are Sanford (Audit), Beron (Comp), Hales (Nominating) .
- Meetings/Attendance: Company BoD held 2 meetings; Bank BoD held 15 in 2024; no director attended fewer than 75% of meetings .
- 2024 Director compensation: Non-employee directors received $55,833 annual fees plus $500 per meeting chaired by committee chairs; Crosby’s board fees were discontinued with her employment agreement .
| 2024 Director Compensation (Crosby) | Fees Earned (Cash) | All Other Compensation | Total |
|---|---|---|---|
| Executive Chairman | 13,750 | 405,081 (salary $320,000; bonus $60,000; 401(k) $15,525; ESOP $9,556) | 418,831 |
Performance & Track Record
- Corporate milestones: Mutual-to-stock conversion completed Oct 22, 2024; 19,837,500 shares sold at $10 per share; Nasdaq listing (FBLA) began Oct 23, 2024 .
- 2024 results: Net loss of $6.2M due to $5.8M goodwill impairment in NOLA Lending; non-GAAP operating loss of $2.47M; net interest margin 4.36% for 2024; efficiency ratio 96.96% for 2024 .
- Capital deployment: Authorized repurchase of up to 1,983,750 shares (~10% of outstanding) on Nov 13, 2025, potentially supportive of EPS and TSR over time .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging prohibited; Crosby has no pledged shares; anti-hedging lowers misalignment risk .
- Related party transactions: None reported for 2024; lending to insiders subject to banking regulations and independent review .
- Equity plan safeguards: No option repricing; minimum vesting; dividend deferral; double-trigger in CIC; clawbacks under Dodd-Frank 954 .
Compensation Structure Analysis
- Mix shift: 2024 compensation comprised cash salary and discretionary cash bonus; equity awards for employees (including Crosby) will begin post-approval of the 2025 Equity Plan, adding longer-term alignment via RSUs/options with performance features .
- CIC economics: Crosby’s CIC severance multiple is 1.5x (base + pro rata bonus) with COBRA equivalent; less aggressive than 3x constructs often flagged by proxy advisors, reducing parachute risk; awards subject to clawbacks .
- Governance mitigants: Separated Chair/CEO roles and independent committees reduce dual-role conflicts despite Crosby’s executive chair status .
Equity Ownership & Alignment Details
| Component | Shares | Notes |
|---|---|---|
| Direct/indirect (total) | 75,807 | Includes 40,000 spouse IRA; 801 ESOP shares |
| % of outstanding | Less than 1% | Based on 19,837,500 shares outstanding |
| ESOP vesting policy | 20% per year after two years; 100% after six years | Plan-level terms for all employees |
Employment Contracts, Severance, and Change-of-Control Economics
| Scenario | Cash Severance | Bonus Treatment | Medical (COBRA) | Restrictive Covenants |
|---|---|---|---|---|
| Termination without cause/for good reason (non-CIC) | 1.5x base salary (lump sum) | Pro rata current-year bonus | Lump sum equal to 18 months COBRA cost | 1-year non-compete, 1-year non-solicit |
| CIC + termination without cause/for good reason | 1.5x (base salary + pro rata bonus) (lump sum) | Pro rata current-year bonus included in multiple | Lump sum equal to 18 months COBRA cost | CIC carve-out from post-termination restrictions (per agreement terms) |
Investment Implications
- Alignment and retention: Cash-heavy 2024 pay will likely transition to equity-linked incentives under the 2025 Equity Plan, improving long-term alignment; clawbacks and double-trigger vesting reduce windfall risks in CIC events .
- Selling pressure: No Crosby-specific equity grants outstanding in 2024 and anti-hedging policy limits derivative selling; future RSU/option vesting schedules (≥1 year, typically multi-year) should spread potential selling over time, reducing near-term pressure .
- Ownership: Crosby’s stake is <1%, suggesting moderate “skin-in-the-game” today; forthcoming equity awards can increase alignment. No pledging mitigates leverage risk .
- Governance: Separated Chair/CEO roles and independent committees mitigate dual-role concerns from her Executive Chairman status; continued independent oversight of compensation is positive .
- Trading signals: The 10% repurchase authorization may support EPS and share price over time; watch for subsequent employee equity award disclosures and any 10b5-1 activity once the 2025 Equity Plan is approved and grants are made .