Nolan P. Lambert
About Nolan P. Lambert
Independent director nominee for a term expiring in 2028; age 63; director since 2015. Practicing attorney in New Orleans for over 35 years, partner at Lambert & Lambert, PLC; previously represented New Orleans city departments via the City Attorney’s Office and served as Special Counsel for the Sewerage & Water Board of New Orleans; owns a real estate company leasing professional office space. The Board classifies all directors except Amie L. Lyons as independent under Nasdaq listing standards, and all standing committees are comprised solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lambert & Lambert, PLC | Partner (practicing attorney) | >35 years | Provides legal and community insight to the board |
| New Orleans City Attorney’s Office | Counsel (represented all city departments) | Prior role | Government/legal expertise relevant to regulatory oversight |
| Sewerage & Water Board of New Orleans | Special Counsel | Prior role | Infrastructure/public-sector experience supporting risk oversight |
| Lambert-owned real estate company | Owner/lessor | Ongoing | Leased office space to Fifth District for disaster recovery (see related-party transaction) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various philanthropic, charity and community boards | Board member | Not disclosed | Community engagement and local market knowledge |
Board Governance
- Committee assignments (FY 2024): Audit Committee member; Compensation Committee member; Nominating/Corporate Governance Committee Chair. Meeting counts in FY 2024: Audit 4; Compensation 2; Nominating/Corporate Governance 1 .
- Independence: All directors except Amie L. Lyons are independent under Nasdaq standards; standing committees comprised solely of independent directors .
- Attendance: The Company’s board held 6 meetings in 2024 and the Bank’s board held 23; no director attended fewer than 75% of aggregate board and committee meetings .
- Board structure: Separate Chair and CEO roles; David C. Nolan serves as Chair; Amie L. Lyons serves as Interim President & CEO .
Fixed Compensation
| Component | FY 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $37,260 |
| All Other Compensation | — |
| Total | $37,260 |
Notes:
- Perquisites did not exceed $10,000 for any director in 2024 .
Performance Compensation
Initial director equity grants contingent on shareholder approval of the 2025 Equity Incentive Plan (effective September 15, 2025 if approved). Grants self-execute the day following approval .
| Grant Detail | Value/Terms |
|---|---|
| Restricted Stock Award (RSA) | 11,118 shares to Lambert; dollar value $146,535 (based on $13.18 closing price on July 25, 2025; actual value at grant may differ) |
| RSA Vesting | 20% per year over 5 years; voting rights permitted; cash dividends withheld and paid upon vesting; acceleration upon death, disability, or involuntary termination at/after change in control |
| Stock Option Award | 27,797 options to Lambert; 10-year term; exercise price equals closing price on grant date (day after shareholder approval); no dividends on options |
| Option Vesting | 20% per year; acceleration upon death, disability, or involuntary termination at/after change in control |
| Plan Limits (Directors) | Individual director ≤5% of shares available under Plan; all directors aggregate ≤30% |
| Share Reserve | Total shares available under Plan: 778,325; of which options 555,947 (10%); RSAs/RSUs 222,378 (4%) |
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 35,000 shares |
| Ownership as % of outstanding | <1% (based on 5,559,473 shares outstanding as of July 25, 2025) |
| Breakdown (footnote) | Includes 3,600 shares in an IRA; 14,000 shares in spouse’s IRA; 6,000 shares held by spouse |
| Pledged shares | None; no named individual has pledged shares |
| Directors & officers as a group | 249,566 shares; 4.5% |
Anti-hedging: Directors, officers, employees, and related persons are prohibited from hedging Company stock via derivatives .
Expertise & Qualifications
- Legal and regulatory expertise from 35+ years as a practicing attorney, including public-sector counsel roles and broad municipal experience .
- Community and market area knowledge; engagement on philanthropic and community boards .
- Governance leadership as Chair of the Nominating/Corporate Governance Committee; service on Audit and Compensation Committees .
Governance Assessment
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Strengths
- Independent director; committees comprised solely of independent directors; separated Chair/CEO roles enhance oversight .
- Committee leadership and engagement: Chair of Nominating/Corporate Governance; member of Audit and Compensation; FY 2024 meetings held; no director below 75% attendance threshold .
- Alignment policies: Anti-hedging policy; no share pledging by named individuals .
- Equity plan design includes one-year minimum vesting for at least 95% of awards, time-based vesting for non-employee directors, and caps on director awards (5% individual; 30% aggregate), mitigating excessive dilution and pay inflation .
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RED FLAGS / Watch items
- Related-party transaction: Lambert and spouse are 50% owners of a company that leased office space to Fifth District (disaster recovery) and received $9,600 in 2023; lease terminated and no payments in 2024. Termination mitigates ongoing conflict risk, but the prior arrangement represents a potential conflict that warrants monitoring for future transactions .
- One-time director equity awards are sizable (RSA $146,535 plus 27,797 options per director) linked to the mutual-to-stock conversion; while industry-typical, the grants increase director equity exposure and potential dilution. Evaluate vesting and dilution relative to Plan’s 4%/10% limits and share reserve in pay-for-performance context .
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Board-level related party environment: Other directors received consulting and inspection fees in ordinary-course arrangements compliant with banking regulations; not specific to Lambert but relevant to overall governance scrutiny .