Stephen W. Hales
About Stephen W. Hales
Dr. Stephen W. Hales is an independent director of FB Bancorp, Inc. (FBLA), serving on the board since 2004. He is the Founder of Hales Pediatrics and has extensive leadership roles across New Orleans civic and healthcare institutions. Age 78 as of December 31, 2024 . Under Nasdaq standards, he is considered independent (all directors are independent except the Executive Chair and CEO) .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Children’s Hospital (New Orleans) | Trustee; past Chairman | Trustee since 1980 | Long-standing governance experience in pediatric health |
| New Schools for New Orleans | Founding Member; past Secretary and Chair | Not disclosed | Education-focused governance leadership |
| Anti-Defamation League | Board Member; past Co-Chair, Education Committee | Not disclosed | Community relations and education oversight |
| Metairie Park Country Day School | Board Member; past Chair | Not disclosed | Independent school governance leadership |
| Alliance of Not-for-Profit Hospitals | Board Member; past Chair | Not disclosed | Nonprofit hospital sector leadership |
| Louisiana Philharmonic Orchestra | Board Member; past Chair | Not disclosed | Arts organization governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Hales Pediatrics | Founder | Current | Founder/operator background in healthcare practice |
| LCMC Health | Founding Member; Trustee; Vice-Chair | Current | Senior governance role at a major regional health system |
| Rex Organization / Pro Bono Publico Foundation | Historian Emeritus; Founding Board Member; past Chair, Grants Committee | Current | Education philanthropy (supports New Orleans public schools) |
Board Governance
- Independence status: Independent under Nasdaq standards (only Executive Chair Katherine A. Crosby and CEO Christopher S. Ferris are non-independent) .
- Committee assignments (FY2024): Audit (Member), Compensation (Member), Nominating/Corporate Governance (Chair) .
- Committee activity (FY2024): Audit 8 meetings; Compensation 7; Nominating/Corporate Governance 1 .
- Attendance: No director attended fewer than 75% of aggregate board and committee meetings in 2024 .
- Board leadership structure: Chair and CEO roles are separated (Executive Chair: Crosby; CEO: Ferris) .
Committee Memberships
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Member | 8 |
| Compensation | Member | 7 |
| Nominating/Corporate Governance | Chair | 1 |
Fixed Compensation
| Component | Amount (USD) | Period | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | 55,833 | FY2024 | Standard director fee |
| Chair meeting fee (per meeting chaired) | 500 | FY2024 | Applies to Chairs of Compensation, Audit, Corporate Governance |
| Total cash to Hales | 56,333 | FY2024 | Retainer + chair meeting fee(s) |
No equity was outstanding to named executive officers as of 12/31/2024; director equity was not granted pre-2025 plan .
Performance Compensation
If stockholders approve the 2025 Equity Incentive Plan on Dec 9, 2025, non-employee directors will receive self-executing, one-time initial equity awards with 5-year vesting (20% per year), standard options terms (10-year), no dividends paid on unvested shares, no option repricing, and double-trigger change-in-control vesting or vesting if awards are not assumed by an acquiror .
| Instrument | Grant detail for Hales | Vesting | Pricing/Term | Change-in-Control | Dividends/DERs | Repricing |
|---|---|---|---|---|---|---|
| Restricted Stock | 29,756 shares ($357,370 at $12.01 reference price) | 20% per year over 5 years; acceleration on death, disability, involuntary termination in connection with a CIC | N/A | Double-trigger vesting; vests if acquiror does not assume | Cash dividends withheld until vesting; paid upon vest | Not applicable |
| Stock Options | 74,390 options | 20% per year over 5 years | Exercise price = closing price on grant date; 10-year term | Double-trigger vesting; vest if not assumed | No dividends or dividend equivalents on options | Repricing and cash buyouts of underwater options prohibited without stockholder approval |
Performance metrics: Director initial awards are time-based. The Plan permits performance-based awards and goal-setting by the Compensation Committee, but specific performance metrics are not set for director initial grants .
Plan safeguards and alignment features:
- One-year minimum vesting for at least 95% of awards; no liberal CIC definition; clawback under Dodd-Frank and company policies; no liberal share recycling .
- Equity pool sized at 14% of IPO shares (4% for restricted/RSUs; 10% for options) consistent with conversion bank norms; directors as a group capped at 30% of the pool; per-director cap 5% .
- Company notes converted institutions routinely adopt equity plans; plan intended to enhance pay-for-performance alignment .
Other Directorships & Interlocks
| Category | Entity | Role | Interlock / Notes |
|---|---|---|---|
| Public company boards | — | — | No public company directorships disclosed for Hales . |
| Nonprofit/health system | LCMC Health | Founding Member; Trustee; Vice-Chair | Interlock: Executive Chair Katherine A. Crosby is also a director of LCMC Health System . |
| Nonprofit | Children’s Hospital (New Orleans) | Trustee; past Chairman | Long-term trustee role . |
| Nonprofit/education | New Schools for New Orleans | Founding Member; past Secretary/Chair | Education governance . |
| Nonprofit/civic | Multiple (ADL, Rex Organization, etc.) | Various | Community leadership roles . |
Expertise & Qualifications
- Founder/operator in pediatrics; governance tenure across major regional health and education organizations .
- Deep ties to FBLA’s local market with sustained community leadership, valued by the board for local market knowledge and leadership skills .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged? | Notes |
|---|---|---|---|---|
| Stephen W. Hales | 50,000 | <1% | No | As of Oct 6, 2025; unless otherwise indicated, none of the named individuals has pledged shares . |
Company common shares outstanding: 19,837,500 (Oct 6, 2025) .
Related-Party, Hedging/Pledging, and Compliance
- Related-party transactions: None in 2024; any loans to directors must be on market terms per banking regulations and subject to Audit Committee/independent director review .
- Anti-hedging policy: Directors, officers, employees (and related persons) prohibited from hedging company stock; plan awards also subject to hedging/pledging policy restrictions .
- Section 16 compliance: Company believes all insiders complied for 2024 based on filings and representations .
Governance Assessment
-
Strengths
- Independent director; chairs Nominating/Corporate Governance; active on Audit and Compensation; attendance at or above 75% threshold .
- Strong alignment signals in 2025 equity plan: double-trigger CIC protection, no option repricing, one-year minimum vesting, dividends deferred until vest, clawback coverage .
- No related-party transactions disclosed for 2024; no share pledging indicated for Hales .
- Anti-hedging policy in place .
-
Watch items
- One-time director equity awards are sizable (per director: 29,756 restricted shares and 74,390 options; restricted stock valued at ~$357k using $12.01 reference), which may draw scrutiny; mitigants include 5-year vesting, caps aligned with conversion norms, and governance safeguards .
- Interlock at LCMC Health with Executive Chair Crosby could raise perception concerns about independence optics in some contexts, though Hales remains independent under Nasdaq rules and no related transactions are disclosed .
The above focuses on governance, alignment, and potential conflicts using the latest DEF 14A. No additional 8-Ks on director elections/attendance were found [List: 0 results for 8-K 5.02/5.07] and there are no disclosed insider trades or director equity holdings beyond the beneficial ownership table in the proxy .