Robert W. Walker
About Robert W. Walker
Robert W. Walker (age 78) was appointed as an independent director of First Guaranty Bancshares, Inc. (FGBI) on March 20, 2025. He served as President and Chief Executive Officer of Premier Financial Bancorp, Inc. from 2001 until its sale in 2021, bringing multi-decade bank leadership and public company experience to FGBI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Premier Financial Bancorp, Inc. | President & Chief Executive Officer | 2001–2021 | Led the company through its sale in 2021 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other current public company directorships disclosed in FGBI’s proxy |
Board Governance
- Independence: The board determined Mr. Walker is independent under Nasdaq rules .
- Board/Committee activity (2024 context): FGBI held 18 board meetings in 2024; all directors then on the board attended ≥75% of aggregate meetings. Mr. Walker joined in 2025, so 2024 attendance metrics do not apply to him .
- Committee memberships: 2024 committee rosters below; Mr. Walker is not listed among members (newly appointed in 2025; committee assignment not disclosed in the proxy).
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit Committee | Jack Rossi; William K. Hood; Edgar R. Smith III | Jack Rossi | Audit Committee met 6x in 2024; Rossi designated “financial expert” |
| Nominating & Corporate Governance | Marshall T. Reynolds; William K. Hood; Edgar R. Smith III | Marshall T. Reynolds | Met 1x in 2024; oversees board composition and governance principles |
| Compensation Committee | Marshall T. Reynolds; William K. Hood | Marshall T. Reynolds | Sets executive and director compensation |
- 2025 Shareholder vote outcome (election of directors): Mr. Walker received 8,142,676 “For”, 3,232 “Withheld”; broker non-votes 4,358,711 .
| Director | Votes For | Votes Withheld | Broker Non-votes |
|---|---|---|---|
| Robert W. Walker | 8,142,676 | 3,232 | 4,358,711 |
Fixed Compensation
- Mr. Walker did not receive any director compensation for 2024 (he joined in 2025) .
| Year | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 0 | 0 | 0 |
Notes:
- Director compensation disclosed for 2024 consists primarily of meeting fees; “All Other Compensation” reflects travel reimbursements .
Performance Compensation
- No equity grants, options, or performance-based compensation were disclosed for directors in 2024; Mr. Walker had none in 2024 .
| Component | Grant Date | Units/Shares | Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| None disclosed for directors in 2024 | — | — | — | — |
Other Directorships & Interlocks
- No FGBI-disclosed current public boards for Mr. Walker; prior executive role at Premier Financial Bancorp as above .
- Notably, related-party transactions at FGBI involve other directors (e.g., sale-leaseback partnership among Messrs. Reynolds, Hood, and Smith; subordinated notes with Mr. Smith; service payments to entities affiliated with Mr. Reynolds and Mr. Hood). No related-party transactions were disclosed involving Mr. Walker .
| Related-Party Transaction | Parties | 2024 Amount/Terms |
|---|---|---|
| Sale-leaseback of properties | Partnership owned by Messrs. Reynolds, Hood, Smith; FGBI Bank | $14.7M sale; ~$13.3M pre-tax gain; ~$0.6M lease payments in 2024 |
| Subordinated notes | Edgar R. Smith III; Smith-controlled entity | $15M (2015 replaced by $15M in 2022) interest $1.4M (2024); $30M (2024) interest $1.9M (2024) |
| Services/payments | Champion Graphic Communications (Reynolds); Hood Automotive Group (Hood) | ~$0.3M printing; ~$63k autos (2024) |
Expertise & Qualifications
- Former public company CEO of a bank holding company (Premier Financial Bancorp), providing deep banking operations and governance experience .
- The proxy does not designate Mr. Walker as an “audit committee financial expert” (that designation is held by Jack Rossi) .
Equity Ownership
- As of March 24, 2025, Mr. Walker was not reported as a beneficial owner in the security ownership table (listed as “—”) .
- FGBI has no formal stock ownership requirements for directors or executives .
| Holder | Shares Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert W. Walker | — | — | No reported beneficial ownership as of 3/24/2025 |
| Stock ownership guidelines | — | — | None adopted for directors/executives |
Governance Assessment
-
Positives:
- Strong shareholder support: Walker’s election received 8,142,676 “For” votes with only 3,232 “Withheld” .
- Independent status confirmed under Nasdaq rules, adding to board independence .
- Prior CEO experience at a public bank enhances board oversight capability in credit, capital, and regulatory matters .
-
Concerns/RED FLAGS:
- No formal stock ownership requirements for directors; weak alignment signal given lack of required “skin-in-the-game” .
- Hedging policy inconsistency: Proxy states FGBI “does not currently have any policy” restricting hedging for employees/directors , while the 10-K insider trading policy (approved Jan 16, 2025) discourages hedging and requires pre-clearance for hedging transactions—an inconsistency that can undermine governance clarity .
- Extensive related-party transactions with other directors (sale-leaseback; subordinated notes; service payments) increase perceived conflicts and can affect investor confidence; although none involve Walker, the board environment bears higher conflict risk .
- Committee assignments: Walker is not listed on key committees in the 2024 rosters (Audit, Compensation, Nominating); absence from financially critical committees limits immediate impact on controls/compensation oversight (his 2025 committee roles not disclosed) .
- Initial ownership alignment: no reported beneficial ownership as of the record date .
-
Additional context:
- 2025 say-on-pay advisory vote passed comfortably (8,108,057 For; 23,222 Against; 14,629 Abstain), suggesting broad investor support for compensation practices, though director equity alignment remains limited .
- Board activity: 18 meetings held in 2024; attendance ≥75% for 2024 directors; Walker joined in 2025 so attendance history is not yet available .