Randall L. Baker
About Randall L. Baker
Randall L. Baker is Chief Operating Officer of FB Bancorp, Inc. and Fidelity Bank; age 56; he previously served as CEO of Citizens Federal Savings Bank and Lawson Bank, and holds a B.S. in Finance and Economics from Kansas State University and a CUNA Graduate School of Lending degree from the University of Wisconsin . He specializes in operations, strategic planning, regulation, M&A, digital assets, mortgage and commercial lending, and trust, and sits on internal ALCO, Loan, IT Steering, AI Governance, Data Governance, and Employee Benefits committees, plus external FISC Strategic Technology, Candescent Executive Innovation, and Upstart advisory bodies . Company performance context: FBLA reported a FY 2024 net loss of $6.2 million driven by a $5.8 million goodwill impairment, with net interest income of $46.5 million and a 4.36% net interest yield; Q4 2024 net loss was $5.4 million and equity-to-assets was 26.72% post mutual-to-stock conversion in October 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Federal Savings Bank | Chief Executive Officer | Not disclosed | Led bank operations and strategy |
| Lawson Bank | Chief Executive Officer | Not disclosed | Led bank operations and strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FISC Strategic Technology Committee | Member | Not disclosed | Industry technology strategy and collaboration |
| Candescent Executive Innovation Council | Member | Not disclosed | Executive innovation and strategic advisory engagement |
| Upstart Customer Advisory Board | Member | Not disclosed | Fintech advisory input and customer perspective |
Fixed Compensation
- FBLA discloses 2024 compensation for its named executive officers (CEO, CFO, Chief Banking Officer); Randall L. Baker is not listed as a named executive officer for 2024, and individual salary/bonus amounts for him are not disclosed .
Performance Compensation
- FBLA sponsors a Performance-Based Deferred Compensation Plan for certain executives, with annual performance metrics set by the bank, 3-year cliff vesting, lump-sum payout at vesting, and acceleration upon death, disability, or qualifying post–change-in-control termination; specific participation or award metrics for Randall L. Baker are not disclosed .
- No equity awards or stock options were granted to executive officers during 2024; FBLA proposes a 2025 Equity Incentive Plan (effective December 9, 2025 if approved) that enables time-based and performance-based RSUs/restricted stock and stock options with minimum 1-year vesting (95% of awards) and double-trigger change-in-control protections; employee grants will be determined after stockholder approval .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Direct shares owned | 6,761 (derived) | Total 9,962 shares, including 2,400 in 401(k) and 801 in ESOP; direct = 9,962 − 2,400 − 801 |
| 401(k) plan shares | 2,400 | Held in Fidelity Bank 401(k) Plan |
| ESOP shares | 801 | ESOP allocation |
| Total beneficial ownership (shares) | 9,962 | As of October 6, 2025 |
| Ownership as % of shares outstanding | ~0.05% (derived) | 9,962 / 19,837,500 shares outstanding |
| Shares pledged as collateral | None disclosed for Baker | Pledging noted for CFO Wanner; none indicated for Baker |
| Hedging policy | Hedging of company stock prohibited | Anti-hedging policy for directors, officers, and employees |
| Pledging policy | Awards subject to hedging/pledging restrictions | Equity plan subjects awards to FB Bancorp’s hedging/pledging policy restrictions |
Employment Terms
- Executive Severance Plan: designated participants receive lump-sum payouts equal to pro-rata bonus plus a severance multiple applied to base salary and target bonus; COBRA cash equivalent also paid; non-disclosure and 12-month non-solicit apply; participation and severance multiple for Randall L. Baker are not disclosed .
- No individual employment agreement terms (non-compete, garden leave, change-of-control multiples) for Randall L. Baker are disclosed in the proxy; CEO and Executive Chair agreements are detailed separately .
Vesting Schedules and Insider Selling Pressure
| Award Type | Vesting | Dates/Triggers |
|---|---|---|
| Director initial grants (if plan approved) | 20% per year over 5 years | Grants self-execute the day after plan approval (expected Dec 10, 2025); options exercisable 10 years; acceleration on death, disability, or involuntary termination at/after change-in-control |
| Employee awards (RSUs/restricted stock/options) | Minimum 1-year vesting; at least 95% of awards subject to ≥1-year vesting | Double-trigger change-in-control required for acceleration unless awards not assumed; dividends withheld until vesting |
- As of December 31, 2024, FBLA reported no outstanding equity awards for named executive officers and did not grant stock options to executive officers in 2024, implying limited near-term vesting-related supply prior to implementation of the 2025 Equity Incentive Plan; specific grant timing/size for employees (including Baker) will be determined post approval .
Compensation Structure vs Performance Metrics (Plan Design)
| Feature | Details |
|---|---|
| Award types | Restricted stock, RSUs, non-qualified and incentive stock options; any may be performance-based |
| Performance measures | Company-wide or business-unit objectives, absolute or relative to peers/index/business plan; Committee may exclude extraordinary items; performance can be measured over multiple periods |
| Individual/aggregate limits | Employee cap: ≤25% of plan shares; individual non-employee director cap: ≤5%; all directors aggregate cap: ≤30% |
| Share reserve | 2,777,250 shares total (14% of offering); 793,500 for restricted stock/RSUs (4%); 1,983,750 for options (10%) |
| Best-practice safeguards | No option repricing/buyout without stockholder approval; dividends on unvested awards withheld; double-trigger CIC; one-year minimum vesting (95% of awards) |
Performance & Track Record
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| NOLA Lending Group closed secondary mortgage volume ($ billions) | $1.2 | $1.0 | $0.6 | $0.5 | $0.4 |
- FY 2024 consolidated net loss of $6.2 million; Q4 2024 net loss of $5.4 million, primarily due to a $5.8 million goodwill impairment at NOLA Lending; non-GAAP operating income would have been $425 thousand for Q4 2024 without the impairment .
- FY 2024 net interest income rose to $46.5 million; net interest yield was 4.36% and FY ROA was -0.53%; equity-to-assets increased to 26.72% post-conversion, strengthening capital ratios .
- Asset quality: non-performing loans rose to 1.72% of loans, with most exposure in residential mortgages affected by rising insurance costs in the Gulf Coast market; net charge-offs improved year-over-year .
Board Governance and Compensation Oversight
- Compensation Committee: independent under Nasdaq rules; reviews salaries, cash incentives, long-term incentives, and conducts CEO performance review; committee membership and 2024 meeting counts disclosed .
- Anti-hedging policy prohibits hedging by directors, officers, employees and related persons .
Equity Ownership & Alignment—Additional Context
- ESOP and 401(k): Executives participate on same terms as other employees; ESOP acquired 8% of conversion shares with pro-rata allocations and 6-year vesting schedule .
- No related-party transactions were reported in 2024; extensions of credit to insiders follow bank regulations and ordinary-course terms .
Investment Implications
- Alignment: Baker’s personal stake (~0.05% of shares outstanding, derived) is modest; however, the 2025 Equity Incentive Plan introduces multi-year equity vehicles with double-trigger change-in-control protections and withheld dividends until vesting, improving alignment with long-term value creation and limiting windfalls .
- Retention and selling pressure: No 2024 executive equity grants and no outstanding options reduce near-term vesting-related supply; post-approval employee grants with ≥1-year vesting and performance conditions should enhance retention but introduce scheduled supply over time; director awards vest 20% annually for 5 years starting the day after plan approval .
- Risk factors: Anti-hedging and hedging/pledging restrictions mitigate misalignment; no pledging disclosed for Baker; asset-quality pressures in residential mortgages and the NOLA Lending downsizing highlight execution focus for the COO role .
- Change-in-control economics: Double-trigger acceleration and plan design reduce single-trigger risks; severance plan provides structured payouts for designated executives, but Baker’s participation is not disclosed—investors should monitor Severance Plan participation updates and initial 2025 equity grant sizes/metrics .