W. Anderson Baker, III
About W. Anderson Baker, III
W. Anderson Baker, III is an independent director of FB Bancorp, Inc. (FBLA) and is currently retired after serving most recently as President of Gillis, Ellis & Baker, Inc., a New Orleans-based insurance agency . He holds the NACD Director Certified designation and a Certificate of Cyber-Risk Oversight from the National Association of Corporate Directors, signaling formal boardroom and cyber governance training . He is age 65 and has served on the Board since 2018 (tenure includes service at Fidelity Bank) . The Board classifies him as independent under Nasdaq standards; only the Executive Chair (Katherine A. Crosby) and CEO (Christopher S. Ferris) are non-independent .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Gillis, Ellis & Baker, Inc. | President | Prior to retirement (dates not disclosed) | Led a regional insurance agency; brings insurance risk and client advisory experience |
| Radio for the Blind and Print Handicapped | Chairman | Prior service (dates not disclosed) | Governance leadership in a community-serving media organization |
| Independent Insurance Agents and Brokers of Louisiana and Greater New Orleans | Board Member | Prior service (dates not disclosed) | Industry advisory and training exposure |
| Bureau of Governmental Research (New Orleans) | Board Member | Prior service (dates not disclosed) | Public policy research oversight and community ties |
| Assurex Global Partners, LLC | Director | Prior service (dates not disclosed) | International commercial insurance/risk management network governance |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| Radio for the Blind and Print Handicapped | Chairman (former) | Non-profit | Community service role; prior |
| Independent Insurance Agents and Brokers of Louisiana and Greater New Orleans | Board Member (former) | Industry association | Prior board roles |
| Bureau of Governmental Research | Board Member (former) | Non-profit/public policy | Prior board role |
| Assurex Global Partners, LLC | Director (former) | Private network | Prior governance role in insurance/risk consortium |
Board Governance
- Committee assignments: Member, Nominating/Corporate Governance Committee; not a committee chair .
- Independence: Independent under Nasdaq listing standards; only Chair and CEO are non-independent .
- Attendance: In 2024, no director attended fewer than 75% of Board/committee meetings on which they served (Baker included) .
- Meeting cadence: FY 2024 meetings — Audit (8), Compensation (7), Nominating/Corporate Governance (1) .
- Board leadership and risk oversight: Chair and CEO roles are separated; the Board oversees risk through committees and full Board engagement .
| Governance Attribute | Detail |
|---|---|
| Committee Membership | Nominating/Corporate Governance Committee – Member |
| Committee Chair Roles | None |
| Independence | Independent director (per Nasdaq standards) |
| FY2024 Committee Meetings | Nominating/Corporate Governance: 1 meeting |
| Attendance threshold | Met (no director <75% of meetings) |
| Board Leadership | Independent Chair separate from CEO |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Meeting Fees ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 55,833 | 0 (not a chair; chairs receive $500 per meeting) | 0 (no meeting fees disclosed beyond chair fees) | 55,833 |
Notes: Director perquisites did not exceed $10,000 for any director in aggregate, and are excluded from the table .
Performance Compensation
Initial equity awards for non-employee directors will self-execute the day after stockholder approval of the 2025 Equity Incentive Plan (meeting scheduled for Dec 9, 2025). Awards vest 20% annually over five years, with double-trigger acceleration on change-in-control (CIC) and acceleration upon death or disability; options have a 10-year term and no dividend equivalents; restricted stock allows voting and accrues dividends until vest .
| Element | Term |
|---|---|
| Plan | FB Bancorp, Inc. 2025 Equity Incentive Plan (effective upon stockholder approval) |
| One-time RS Grant | 29,756 shares (indicative value $357,370 at $12.01 as of Oct 8, 2025) |
| RS Vesting | 20% per year over five years; dividends held and paid at vest; voting rights permitted |
| One-time Option Grant | 74,390 options; 10-year term; no dividend equivalents |
| Option Exercise Price | Closing price on grant date (day after approval) |
| Option Vesting | 20% per year over five years |
| CIC Treatment | Double-trigger acceleration; if awards not assumed/replaced, vesting occurs per plan rules |
| Repricing/Cash Buyout | Prohibited without stockholder approval (except plan adjustment provisions) |
| Clawback | Subject to FB Bancorp clawback policies incl. Dodd-Frank 954 |
| Hedging/Pledging | Awards subject to hedging/pledging policy restrictions; anti-hedging policy in place |
| Performance Metrics | Director initial grants are time-based; plan allows performance awards generally |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles |
|---|---|---|---|
| Assurex Global Partners, LLC | Private network | Director (former) | Not disclosed |
| Independent Insurance Agents and Brokers of Louisiana/Greater New Orleans | Association | Board Member (former) | Not disclosed |
| Bureau of Governmental Research | Non-profit | Board Member (former) | Not disclosed |
| Radio for the Blind and Print Handicapped | Non-profit | Chairman (former) | Not disclosed |
No current public company directorships are disclosed for Mr. Baker in the proxy statement .
Expertise & Qualifications
- Insurance industry executive leadership; former President of a regional insurance firm (Gillis, Ellis & Baker, Inc.) .
- NACD Director Certified and holder of NACD Certificate of Cyber-Risk Oversight (board governance and cyber oversight credentials) .
- Community and policy involvement (Bureau of Governmental Research; various industry and civic boards) supporting local market knowledge and stakeholder networks .
- Classified as independent under Nasdaq standards .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding | Pledged? |
|---|---|---|---|
| Oct 6, 2025 | 50,000 | <1% | No pledge disclosed (pledging noted only for a different executive) |
Notes: Total shares outstanding were 19,837,500 as of Oct 6, 2025 . If the 2025 Equity Plan is approved, Mr. Baker will receive 29,756 restricted shares and 74,390 options as one-time initial director awards, vesting over five years .
Governance Assessment
- Independence and engagement: Independent since 2018 with confirmed compliance to attendance thresholds; service on the Nominating/Corporate Governance Committee supports board refreshment and governance processes .
- Alignment: 2024 compensation was entirely cash ($55,833), but the 2025 plan adds meaningful long-term equity (29,756 RS plus 74,390 options, five-year vest), improving ownership alignment and retention incentives for directors .
- Safeguards: Equity plan embeds double-trigger CIC protection (not single-trigger), prohibits option repricing/cash buyouts without stockholder approval, subjects awards to clawback and anti-hedging/pledging restrictions—constructive features for investor protection .
- Conflicts/related parties: Policy requires any director loans be on ordinary terms; no related-party transactions reported for 2024, and no pledging disclosed for Mr. Baker—reducing conflict risk signals .
- Potential red flags to monitor: The one-time director equity awards are sizable in aggregate (time-based vesting); while typical for post-conversion banks, investors should monitor for future equity grant cadence and any shifts away from performance-linked designs for non-employee directors .