Winifred M. Beron
About Winifred M. Beron
Winifred M. “Wendy” Beron is an independent director of FB Bancorp, Inc. (FBLA), serving since 2007; she is age 64 and brings deep healthcare, risk management, and nonprofit leadership experience . She is President & CEO of Methodist Health System Foundation; previously, she directed the Neonatal and Pediatric ICU and Pediatric Department at Southern Baptist Hospital, was a Quality and Risk Management Director at Tenet Healthcare, and co-founded The Apollo Group, LLC, a healthcare consulting firm . She is independent under Nasdaq listing standards and not an employee of the company or bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southern Baptist Hospital (New Orleans) | Director of Neonatal & Pediatric ICU and Pediatric Department | Not disclosed | Led clinical operations and pediatric critical care |
| Tenet Healthcare Corporation | Quality & Risk Management Director | Not disclosed | Quality oversight and risk processes |
| The Apollo Group, LLC | Co‑founder; healthcare consulting | 20 years | Business and management consulting for healthcare clients |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Methodist Health System Foundation | President & CEO | Current | Oversees ~$70M foundation; operates school‑based health centers (~10,000 annual visits) |
| Poydras Home | Past President of the Board | Prior | Governance leadership at a continuing care retirement community |
| Metairie Park Country Day School | Treasurer, Vice‑Chair, Chairman of the Board | Prior | Board finance and governance leadership |
| Junior League of New Orleans | President | Prior | Community leadership |
| Teach for America | Director | Prior | Education nonprofit governance |
| Le Petit Salon | Director | Current | Cultural nonprofit governance |
Board Governance
- Independence: Independent under Nasdaq listing standards (not an executive); only Crosby and Ferris are non‑independent .
- Committees: Chair, Compensation Committee; Member, Nominating/Corporate Governance Committee .
- Committee activity (FY2024): Compensation Committee met 7 times; Nominating/Corporate Governance Committee met once .
- Attendance: Company states no director attended fewer than 75% of aggregate board and committee meetings in 2024 .
- Anti‑hedging: Company prohibits directors from hedging company stock via derivatives; awards under the equity plan are also subject to hedging/pledging policy restrictions .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $61,833 | Includes $55,833 annual fee for non‑employee directors; policy includes $500 per meeting chaired for Audit, Compensation, Corporate Governance chairs |
| Perquisites | Not disclosed (below $10,000 threshold) | Perquisites for each director did not exceed $10,000 in aggregate |
Performance Compensation
Initial director equity grants will self‑execute the day after stockholder approval of the 2025 Equity Incentive Plan (annual meeting Dec 9, 2025).
| Award Type | Shares/Units | Fair Value Reference | Vesting | Key Terms |
|---|---|---|---|---|
| Restricted Stock | 29,756 | $357,370 based on $12.01 per share (Oct 8, 2025) | 20% per year over 5 years | Voting rights prior to vest; dividends withheld and paid upon vesting; subject to double‑trigger acceleration (CIC + involuntary termination/good reason) |
| Stock Options | 74,390 | Value not determinable (depends on exercise) | 20% per year over 5 years | 10‑year term; exercise price = closing price on grant date (day after stockholder approval); no dividends or dividend equivalents; no repricing or cash buyouts without stockholder approval |
| Clawback | N/A | N/A | N/A | Awards subject to FB Bancorp clawback policies, including Dodd‑Frank Section 954 |
Note: Director initial grants are time‑based; the plan allows performance‑conditioned awards, but the director grants are not performance‑based .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Methodist Health System Foundation | Nonprofit | President & CEO | No related‑party transactions disclosed; loans to directors (if any) must follow arms‑length bank policy |
| Multiple local nonprofits and schools | Nonprofit | Various board roles | No related‑party transactions disclosed for 2024 |
Expertise & Qualifications
- Healthcare leadership, operations, and philanthropy via Methodist Health System Foundation; clinical experience and oversight from Southern Baptist Hospital .
- Quality and risk management credentials from Tenet Healthcare and long‑standing consulting experience through The Apollo Group .
- Extensive governance roles across education and community nonprofits, indicating board process familiarity and stakeholder engagement .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Pledging | Notes |
|---|---|---|---|---|
| Winifred M. Beron | 70,000 | <1% | None indicated | Unless otherwise indicated, directors/officers have not pledged shares; total shares outstanding: 19,837,500 (Oct 6, 2025) |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee; met attendance threshold; anti‑hedging policy; initial director equity grants include double‑trigger change‑in‑control protection, minimum 1‑year vesting, and no option repricing, aligning with governance best practices .
- Alignment: Holds 70,000 shares; planned equity grants further increase alignment; dividends on restricted stock deferred until vesting to reinforce long‑term focus .
- Oversight signals: Compensation Committee met seven times in FY2024, indicating active oversight; Nominating/Governance met once, which may warrant monitoring for cadence as a public company evolves .
- Red flags/risks: Initial director equity awards are sizeable and time‑based (recognition of past service), not tied to performance metrics; investors may watch equity grant sizing and dilution given the plan’s 14% share reserve and director group limits, albeit consistent with post‑conversion banking practices and subject to strict plan safeguards .
- Conflicts/related‑party: Company discloses no related‑party transactions in 2024; any director loans must be on market terms per policy and subject to audit/independent review, reducing conflict risk .