Todd G. Schexnayder
About Todd G. Schexnayder
Todd G. Schexnayder is an independent director of FB Bancorp, Inc. (holding company for Fidelity Bank), age 65, serving on the board since 2021. He is retired and previously led corporate human resources, marketing, and facilities at Fidelity Bank as SVP & Human Resources Director; prior roles include SVP of Human Resources at two large Louisiana insurance companies. The board classifies him as independent under Nasdaq listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Bank | Senior Vice President & Human Resources Director; responsible for HR, marketing, and facilities | Prior to board service; retired | Management expertise in HR and operations; contributions cited as thoughtful and effective management |
| Two large insurance companies (Louisiana) | Senior Vice President, Human Resources | Prior to Fidelity | HR leadership across financial services; details not further disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rotary Club of Baton Rouge | President | Current | Community leadership |
| Volunteers of America National | Board Member | Current | National non-profit governance |
| Franciscan University of Our Lady | Chairman, Board of Trustees | Prior | Higher-education governance |
Board Governance
- Independence: All directors except the Executive Chairman (Katherine A. Crosby) and CEO (Christopher S. Ferris) are independent per Nasdaq standards; Schexnayder is independent.
- Attendance: No director attended fewer than 75% of meetings in 2024; Company board met 2 times and bank board met 15 times.
- Committee memberships (FY2024):
- Compensation Committee: Member (not Chair).
- Nominating/Corporate Governance Committee: Member (not Chair).
- Audit Committee: Not a member.
- Committee meeting cadence (FY2024): Audit 8; Compensation 7; Nominating/Corporate Governance 1.
- Anti-hedging policy: Prohibits hedging and derivative transactions for directors, officers, employees, and related persons.
Committee Composition Snapshot (for context)
| Committee | Chair | Members |
|---|---|---|
| Audit | Mahlon D. Sanford | J. Luis Baños Jr., Gerard W. Barousse Jr., Stephen W. Hales, Mark C. Romig |
| Compensation | Winifred M. Beron | J. Luis Baños Jr., Gerard W. Barousse Jr., Stephen W. Hales, Mark C. Romig, Todd G. Schexnayder |
| Nominating/Corp. Governance | Stephen W. Hales | W. Anderson Baker III, J. Luis Baños Jr., Winifred M. Beron, Mark C. Romig, Todd G. Schexnayder |
Fixed Compensation
| Metric | FY 2024 | Notes |
|---|---|---|
| Annual retainer (cash) | $55,833 | Non-employee director annual fee; committee chair meeting fees ($500 per meeting) apply only to Chairs (Schexnayder is not a chair) |
| Committee chair fees received | $0 | Not a chair; table shows total fees equal to annual fee |
| Other cash/benefits | $0 | Perquisites under $10,000 not disclosed for any director; none for Schexnayder |
Performance Compensation
Initial equity grants for non-employee directors self-execute the day after stockholder approval of the 2025 Equity Incentive Plan (Plan Effective Date targeted December 9, 2025). Grants vest 20% annually over five years; options have a 10-year term; exercise price equals the closing price on grant date; dividends on restricted stock are deferred until vest; awards subject to clawback and double-trigger change-in-control protection.
| Award Feature | Restricted Stock (RS) | Stock Options (SO) |
|---|---|---|
| Grant size (Schexnayder) | 29,756 shares | 74,390 options |
| Grant timing | Day after plan approval (“self-executing”) | Day after plan approval (“self-executing”) |
| Vesting | 20% per year over 5 years; accel. on death/disability/involuntary termination in connection with change-in-control | 20% per year over 5 years; accel. on death/disability/involuntary termination in connection with change-in-control |
| Exercise price/term | N/A | Exercise price = closing price on grant date; 10-year term (5-year term for ISO to >10% holders, not applicable to directors) |
| Dividends/Dividend Equivalents | Cash dividends withheld and paid only upon vest; stock dividends vest with underlying units | No dividends or dividend equivalents on options |
| Change-in-control | Double-trigger vesting (CIC + involuntary termination or good reason) or if awards not assumed/replaced by acquiror; performance goals deemed met at ≥ target for performance awards | |
| Clawback | Subject to FB Bancorp clawback policies, incl. Dodd-Frank §954 | |
| Repricing | Prohibited without shareholder approval; no cash buyouts of underwater options | |
| Reference price | $12.01 per share as of Oct 8, 2025; actual grant strike set on grant date |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Schexnayder.
- Shared directorships: Non-profit and civic boards (e.g., Volunteers of America National); no disclosed interlocks with FB Bancorp customers/suppliers.
- Related party transactions: None in FY2024; loans to directors follow standard banking terms per policy.
Expertise & Qualifications
- Human resources leadership across banking and insurance, with oversight of HR, marketing, and facilities—relevant for compensation design, talent management, and organizational effectiveness.
- Extensive community and non-profit governance experience, indicating stakeholder engagement and reputational awareness.
- Independent status under Nasdaq rules; board separates Chair and CEO roles to enhance oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Todd G. Schexnayder | 10,000 | <1% | No pledges indicated; table notes pledges only for CFO (not Schexnayder) |
| Shares outstanding (reference) | 19,837,500 | — | As of Oct 6, 2025 |
- Section 16(a) compliance: Company believes all directors/officers complied in 2024.
- Anti-hedging: Hedging and derivatives prohibited for directors.
- Ownership guidelines: Not disclosed in proxy. (Skipped)
Governance Assessment
-
Strengths:
- Independent director with HR and organizational leadership background; sits on Compensation and Nominating/Governance committees, aligning expertise with oversight areas.
- Attendance above 75% threshold; active committee cadence indicates engagement (Comp 7 meetings; Nom/Gov 1).
- Shareholder-friendly plan features: double-trigger CIC vesting, no option repricing, dividends deferred until vest, robust clawback coverage.
- Anti-hedging policy supports alignment with long-term shareholders.
-
Watch items:
- Large one-time director equity awards post-conversion (RS ~29.8K; SO ~74.4K) create significant equity exposure; while aligned with industry conversion norms, investors may scrutinize dilution and director pay magnitude.
- Prior executive role at Fidelity Bank may be perceived as a soft tie to management; independence affirmed by board under Nasdaq rules.
-
Red flags:
- None disclosed specific to Schexnayder (no related-party transactions, pledging, hedging, low attendance, or option repricing).
-
Implications for investor confidence:
- Equity-heavy director compensation following plan approval should strengthen ownership alignment, but monitoring of future grants and pay mix is prudent to avoid pay inflation.
- HR expertise on Compensation Committee can improve pay-for-performance rigor as equity plan introduces performance-based awards capabilities; track committee use of performance goals and consultant independence in future proxies. (no consultant disclosure in current proxy)
Director Compensation (FY2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $55,833 |
| All Other Compensation | — |
| Total | $55,833 |
Upcoming Director Equity Grants (subject to shareholder approval of 2025 Equity Plan)
| Award | Dollar Value (ref price) | Units/Options | Vesting | Term |
|---|---|---|---|---|
| Restricted Stock | $357,370 @ $12.01/share | 29,756 shares | 20% annually over 5 years; CIC double-trigger acceleration | N/A |
| Stock Options | Not determinable (value depends on future stock price) | 74,390 options | 20% annually over 5 years; CIC double-trigger acceleration | 10 years; strike = closing price on grant date |
Related Party & Risk Indicators
- Related party transactions: None in FY2024.
- Legal/SEC investigations: Not disclosed. (Skipped)
- Pledging/Hedging: No pledging disclosed for Schexnayder; hedging prohibited.
- Say-on-Pay: Not disclosed in this proxy (first annual meeting since IPO).
- Compensation peer group/consultant: Not disclosed. (Skipped)
Compensation Structure Notes (Plan Features)
- Minimum vesting: 1-year for at least 95% of awards; exceptions for death/disability/CIC involuntary termination.
- Performance awards: Committee may set company-wide/unit goals; ability to exclude extraordinary items; CIC treatment deems goals met at ≥ target under specified triggers.
- Prohibitions: Below-market option grants; repricing; dividends on unvested RS/RSU or dividend equivalents on options.
- Individual limits: Non-employee director cap at 5% of plan shares; aggregate non-employee director cap at 30%.
Equity Ownership Alignment Policies
- Clawback: Awards subject to FB Bancorp clawback policies, including Dodd-Frank §954.
- Anti-hedging: Prohibits derivative transactions that hedge/offset declines.
- Dividend deferral on unvested equity: Strengthens long-term alignment.
Summary Governance View
Schexnayder appears to be a well-engaged independent director with relevant HR expertise aligned to his Compensation Committee role. Upcoming equity grants—if approved—will materially increase director ownership and long-term alignment, with shareholder-friendly safeguards (double-trigger CIC, clawback, no repricing). No material conflicts, pledging, or attendance issues are disclosed; continue monitoring director equity utilization, future committee practices on performance goal rigor, and any consultant disclosures in subsequent proxies.