Mark C. Romig
About Mark C. Romig
Mark C. Romig, age 68, is an independent director of FB Bancorp (FBLA), serving since 2015; his career spans 45+ years in public relations and civic leadership and includes current advisory roles in regional tourism and multiple nonprofit boards . He is independent under Nasdaq rules (only two FBLA directors are non-independent: the Executive Chair and CEO) . In 2024, no director attended fewer than 75% of board and committee meetings; the Company Board met 2 times and the Bank Board met 15 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Travel Association | Chairman (former) | Not disclosed | Industry advocacy |
| Sugar Bowl Committee | Chairman (former) | Not disclosed | Community leadership |
| Project Lazarus | Chairman (former) | Not disclosed | Nonprofit leadership |
| Audubon Nature Institute | Director (former) | Not disclosed | Community institution governance |
| Xavier University of Louisiana | Director (former) | Not disclosed | Higher education governance |
| Academy of the Sacred Heart | Director (former) | Not disclosed | Education governance |
| Tulane University | Adjunct Professor (former) | Not disclosed | Academic engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Orleans & Company (destination marketing organization) | Senior Advisor | Current | Tourism strategy |
| Fore! Kids Foundation (Zurich Classic) | Chairman of the Board | Current | Tournament oversight |
| WYES-TV (public television) | Chairman of the Board of Trustees | Current | Public media governance |
| Louisiana Hospitality Foundation | Advisory Board Member | Current | Industry support |
| St. Andrew’s Village | Advisory Board Member | Current | Community services |
| Emeril Lagasse Foundation | Vice-Chairman | Current | Philanthropy leadership |
| Federal Reserve Bank of Atlanta | Tourism and Travel Advisory Council Member | Current | Sector advisory to Fed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq listing standards |
| Committees | Audit (member), Compensation (member), Nominating/Corporate Governance (member); not a chair |
| Committee Meeting Counts (FY2024) | Audit: 8; Compensation: 7; Nominating/Corporate Governance: 1 |
| Board Attendance | No director attended fewer than 75% of Board/committee meetings (Company Board: 2; Bank Board: 15) |
| Board Leadership | Chair and CEO roles separated (Executive Chair: Katherine A. Crosby; CEO: Christopher S. Ferris) |
| Anti-Hedging | Company prohibits director/officer hedging of Company stock |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Director cash retainer (non-employee directors) | $55,833 (Romig’s total cash fees) |
| 2024 | Committee chair meeting fees | $500 per meeting for committee chairs (Romig not a chair) |
Performance Compensation
| Award | Grant Mechanism | Grant Date | Quantity/Value | Vesting | Exercise Price/Dividend Treatment | Governance Features |
|---|---|---|---|---|---|---|
| Restricted Stock (RS) | Self-executing upon stockholder approval of 2025 Equity Plan | Day after Dec 9, 2025 | 29,756 shares; estimated $357,370 at $12.01 FMV on Oct 8, 2025 | 20% per year over 5 years; accelerates on death/disability/CIC with involuntary termination | Dividends withheld until vest; voting rights before vest | Double-trigger CIC; clawback; ≥1-year minimum vesting (95% of awards) |
| Stock Options | Self-executing upon stockholder approval of 2025 Equity Plan | Day after Dec 9, 2025 | 74,390 options (value depends on exercise date FMV) | 20% per year over 5 years; 10-year term | Exercise price = closing price on grant date; no dividends; no repricing/cash buyouts without stockholder approval | Double-trigger CIC; clawback; ≥1-year minimum vesting (95% of awards) |
Note: The 2025 Equity Plan includes performance award capability and enumerated performance measures, but initial director grants are time-based rather than performance-based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Nonprofit/academic boards | Multiple current roles (see External Roles) |
| Potential interlocks | No disclosed interlocks with FBLA competitors, significant suppliers, or customers; no related-party transactions in 2024 |
Expertise & Qualifications
- 45+ years in public relations across presidential campaigns and corporate PR; adjunct teaching experience at Tulane .
- Deep tourism, hospitality, and civic ecosystem expertise via Senior Advisor role at New Orleans & Company and Fed advisory council position .
- Community leadership across philanthropy and education boards, aligning with a community bank’s market positioning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Mark C. Romig | 10,220 | ~0.051% (10,220 / 19,837,500 shares outstanding) | No pledging indicated; general statement notes no pledging unless specified; pledging disclosed only for another officer |
| Shares Outstanding (reference) | 19,837,500 | — | As of Oct 6, 2025 |
| Pending RS grant (subject to plan approval) | 29,756 | — | Grants self-execute day after Dec 9, 2025; 5-year vest |
| Pending Option grant (subject to plan approval) | 74,390 | — | 10-year term; 5-year vest; exercise price = closing price on grant date |
Governance Assessment
- Board effectiveness: Romig serves on all three key committees (Audit, Compensation, Nominating/Governance), supporting robust oversight; committee meetings were frequent in Audit and Compensation, indicating active governance cadence . Independence and separation of Chair/CEO enhance oversight .
- Alignment and incentives: The 2025 Equity Plan institutes significant one-time director equity grants with 5-year vesting, plus options, strengthening long-term alignment but increasing director equity exposure; best-practice safeguards include double-trigger CIC, clawbacks, no option repricing, and dividends deferred until vest .
- Attendance and engagement: Company discloses all directors met minimum attendance thresholds; Romig’s multi-committee membership signals engagement, though individual attendance rates are not itemized .
- Conflicts/related-party exposure: No related-party transactions in 2024; bank lending to insiders is governed by standard policies and Nasdaq review where applicable; Romig’s extensive nonprofit and industry roles are community-focused, with no disclosed conflicts with FBLA .
- RED FLAGS:
- Sizeable, one-time director equity awards (RS + options) post-IPO/conversion can draw investor scrutiny for potential pay inflation; however, the share reserve and director limits mirror converted bank norms and regulatory benchmarks, and vesting is long-dated with strong guardrails .
- No individual say-on-pay results disclosed; continued monitoring advisable once equity grants flow through compensation reporting .
Overall: Romig’s independence, broad committee participation, and community-market expertise are positives for investor confidence; equity plan design is alignment-oriented with robust protections, though the magnitude of initial director grants warrants tracking dilution and ongoing pay-for-performance discipline .