Mahlon D. Sanford
About Mahlon D. Sanford
Independent director of FB Bancorp, Inc. (FBLA), age 69, serving since 2008. Certified Public Accountant with extensive financial institutions experience; Chair of the Audit Committee and designated “audit committee financial expert.” Independent under Nasdaq rules; no director attended fewer than 75% of aggregate board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carr, Riggs & Ingram, LLC (New Orleans) | Managing Partner | Not disclosed | Led audit/advisory practice |
| International accounting firm (New Orleans office) | Lead, Financial Institution Service Group | Not disclosed | Financial institutions coverage |
| Good Shepherd Nativity School | Board President/Treasurer | Not disclosed | Governance/finance leadership |
| Institute of Mental Hygiene | President/Treasurer | Not disclosed | Governance/finance leadership |
| Carrollton Booster Club | Treasurer | Not disclosed | Community finance oversight |
| Audubon Institute (Louisiana Nature & Science Center) | President/Treasurer | Not disclosed | Governance/finance leadership |
| Academy of the Sacred Heart | Treasurer/Vice President, Board of Trustees | Not disclosed | Governance/finance leadership |
| Lambeth House, Inc. | Director; President/Vice President/Treasurer (completed service) | Not disclosed | Senior living governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LAMMICO (medical malpractice insurer) | Director | Not disclosed | Board oversight |
| LAMMICO Risk Retention Group, Inc. | Director & Treasurer | Not disclosed | Financial stewardship |
Board Governance
- Committee assignments: Audit Committee Chair; not listed on Compensation or Nominating/Governance Committees. Audit Committee held 8 meetings in 2024; Compensation 7; Nominating/Governance 1. Sanford is designated an SEC “audit committee financial expert.”
- Independence: All directors except the Executive Chair (K. Crosby) and CEO (C. Ferris) are independent → Sanford is independent.
- Attendance/engagement: No director attended fewer than 75% of aggregate board and committee meetings in 2024.
- Ethics & risk oversight: Codes of Ethics in place; anti-hedging policy prohibits directors/officers from hedging or pledging company derivatives; board separates Chair and CEO and oversees risk through committees.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors) | $55,833 | Standard director fee for 2024 |
| Chair meeting fee (Audit/Comp/Gov Chairs) | $500 per meeting chaired | Applies to committee chairs per meeting |
| 2024 cash compensation (Sanford) | $58,833 | Includes retainer + chair meeting fees |
Performance Compensation
| Award | Quantity/Term | Vesting | Value/Exercise | Key Provisions |
|---|---|---|---|---|
| Restricted Stock (initial one-time award upon plan approval) | 29,756 shares | Vests in equal annual installments over 5 years | Indicative value $357,370 at $12.01 (Oct 8, 2025) | Dividends withheld until vest; voting rights prior to vest allowed |
| Stock Options (initial one-time award upon plan approval) | 74,390 options; 10-year term | Vests 20% per year; accelerated for death/disability/CIC termination | Exercise price = closing market price on grant date; no repricing/cash buyouts without shareholder approval | Double-trigger CIC vesting; clawback under Dodd-Frank §954 and company policy |
| Performance metrics tied to director grants | None specified for initial director awards (time-based vesting only) | — | — | Plan permits performance awards generally, but director grants are time-based |
Note: Awards are self-executing on the day after stockholder approval of the 2025 Equity Incentive Plan (Annual Meeting scheduled Dec 9, 2025).
Other Directorships & Interlocks
| Entity | Relationship to FBLA | Potential Conflict |
|---|---|---|
| LAMMICO / LAMMICO RRG | External insurance boards (medical malpractice) | No related-party transactions disclosed for 2024; loans to insiders subject to bank policy and Nasdaq review; none reported. |
Expertise & Qualifications
- CPA with career-long focus on financial institutions; designated SEC “audit committee financial expert.”
- Deep governance, finance, and community leadership across multiple boards.
Equity Ownership
| Holder | Shares Owned | % of Shares Outstanding | Pledged | Notes |
|---|---|---|---|---|
| Mahlon D. Sanford | 30,000 | 0.15% (30,000 / 19,837,500) | No pledges disclosed for Sanford | Shares outstanding 19,837,500 (Oct 6, 2025) |
Governance Assessment
-
Positives
- Independent audit chair and SEC “financial expert” designation; robust audit activity (8 meetings) supports oversight quality.
- Clear ethics, anti-hedging, and clawback frameworks; double-trigger CIC vesting and no option repricing enhance shareholder protections.
- Independence affirmed; no related-party transactions reported.
-
Watch items / RED FLAGS
- Large one-time director equity grants (29,756 RS + 74,390 options per director; ~$357k RS value at reference price) with time-based vesting could raise independence/dilution concerns; ensure ongoing disclosures of grant values and rationale.
- Attendance is disclosed only at a ≥75% threshold; monitor future proxies for individualized attendance and engagement detail.
-
Implications for investors
- Sanford’s audit leadership and banking/accounting expertise are constructive for financial reporting integrity and risk oversight.
- Equity plan design has several best-practice guardrails (double-trigger CIC, no repricing, dividend deferral), but director grants are not performance-conditioned; consider engagement on performance alignment for future awards.