Todd M. Wanner
About Todd M. Wanner
Todd M. Wanner is Chief Financial Officer (CFO) of FB Bancorp and Fidelity Bank, serving since 2014. He is an active Chartered Financial Analyst and previously held a Certified Public Accountant license. He holds a B.S. in Business Administration from The Ohio State University and was age 51 as of December 31, 2024 . The proxy does not disclose total shareholder return (TSR), revenue growth, or EBITDA growth tied to his tenure or compensation; however, the 2025 Equity Plan contemplates performance-based awards with a wide range of possible financial and strategic metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Volunteer Corporation / First Volunteer Bank | Chief Financial Officer & Executive Vice President | Not disclosed | Senior finance leadership across bank and insurance agency businesses |
| First Volunteer Insurance Agency | Chairman | Not disclosed | Oversight of insurance agency operations |
External Roles
- No current public company directorships or external board roles disclosed in the proxy .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Base Salary | $319,508 | CFO salary |
| Discretionary Bonus | $38,684 | Discretionary, separate from non‑equity incentive |
| Non-Equity Incentive Plan Compensation (Cash) | $69,796 | Annual incentive payout; specific metrics not disclosed |
| All Other Compensation | $50,333 | See breakdown below |
| Total Compensation | $478,321 | Sum of components above |
All Other Compensation detail:
| Item | FY 2024 Amount |
|---|---|
| Business Allowance | $12,000 |
| Payout of Accrued Paid Time-Off | $10,730 |
| Imputed Income on Long-Term Disability Insurance | $2,522 |
| ESOP Allocation | $9,556 (801.6803 shares at $11.92 per share) |
| 401(k) Employer Contributions | $15,525 |
| Total All Other | $50,333 |
Performance Compensation
Annual incentive (cash) structure (FY 2024):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed | Not disclosed | Not disclosed | Not disclosed | $69,796 | Cash; not subject to vesting |
Performance-Based Deferred Compensation Plan (design features):
| Feature | Detail |
|---|---|
| Plan Basis | Awards credited if annual performance criteria are achieved; metrics may include individual and bank performance |
| Vesting | 100% vest at 3rd anniversary of grant; accelerated on death, disability, or termination within 12 months post change in control |
| Payout Form | Lump sum of award value plus credited earnings at vesting |
| Performance Measures (illustrative under Equity Plan) | May include EPS/EBITDA, ROE, net income, NII, efficiency ratio, NIM, stock price/TSR, asset quality, loan/deposit growth, regulatory/safety objectives, and strategic goals; partial achievement can yield partial vesting/payout |
Equity awards as of FY 2024:
- No equity awards were outstanding for named executive officers at December 31, 2024; no stock options were granted in 2024 .
Equity Ownership & Alignment
| Ownership Item | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 17,412 | Includes 8,441 in 401(k) and 801 ESOP |
| Shares Pledged as Collateral | 7,900 | Pledged for a loan (RED FLAG) |
| Ownership % of Outstanding | <1% | Based on 19,837,500 shares outstanding |
| Vested vs. Unvested Shares | Not disclosed | No outstanding executive equity awards as of 12/31/2024 |
| Hedging/Pledging Policy | Company policy applies to awards; plan subjects awards to hedging/pledging restrictions and clawbacks |
Stock ownership guidelines for executives:
- Not disclosed in the proxy; compliance status not disclosed .
Employment Terms
Severance Plan designation and economics:
| Term | Detail |
|---|---|
| Severance Multiple (CIC Covered Period) | 2x base salary for qualifying termination (without cause or for good reason) during covered period tied to change in control |
| Severance Multiple (Outside CIC Covered Period) | 2x base salary for qualifying termination (without cause or for good reason); not available outside covered period after 3rd anniversary of plan effective date |
| Pro‑Rata Bonus | Lump-sum pro‑rata bonus for year of termination |
| COBRA Lump‑Sum | Lump sum equal to monthly COBRA cost multiplied by months represented by severance multiple |
| Restrictive Covenants | Non‑disclosure; non‑solicit of employees/customers for 12 months post‑termination |
| Plan Termination Protection | Coverage continues for 3 years after plan or participation termination (or through end of covered period if already commenced) |
| Clawback | Awards subject to Company clawback policies, including Dodd‑Frank Section 954 |
Equity Plan governance and vesting (effective subject to shareholder approval on 12/9/2025):
| Topic | Provision |
|---|---|
| Award Types | Restricted stock, RSUs, non‑qualified and incentive stock options; may include performance conditions |
| Minimum Vesting | ≥1‑year for ≥95% of awards; accelerations for death, disability, or involuntary termination with change in control permitted |
| Change‑in‑Control Vesting | Double‑trigger required (CIC plus involuntary termination or good reason), unless acquiror fails/refuses to assume/replace awards |
| Dividend Policy | No dividends on unvested restricted stock/RSUs; dividends accumulate and pay upon vesting; no dividend equivalents on options |
| Option Repricing/Cash Buyouts | Prohibited without shareholder approval; no buy‑outs of underwater options |
| Award Timing | No options during closed trading windows; no grants timed around filings to impact value |
| Clawback/Hedging/Pledging | Awards subject to clawbacks and trading policy restrictions, including hedging/pledging limits |
Investment Implications
- Pay mix is predominantly cash (salary + annual incentive + discretionary bonus) with no outstanding equity awards as of FY 2024; equity plan adoption in late 2025 may begin shifting compensation toward equity and performance‑based incentives, improving alignment if implemented with rigorous metrics and targets .
- Pledging of 7,900 shares by Wanner is a governance red flag that can impair alignment and increase forced‑selling risk under adverse conditions; monitor for policy changes or de‑pledging activity .
- Severance protection at 2x base salary with pro‑rata bonus and COBRA payments, including double‑trigger CIC mechanics, balances retention with reasonable change‑in‑control safeguards; note the sunset of outside‑period severance eligibility after the plan’s third anniversary .
- The Equity Plan’s minimum vesting, dividend deferral until vesting, anti‑repricing, and double‑trigger CIC standards are governance positives likely to reduce option risk‑taking and windfalls; however, the proxy lacks disclosure of specific annual incentive performance metrics, weightings, and targets, limiting pay‑for‑performance transparency—engage for metric disclosure and goal rigor going forward .