Vanessa R. Drew
About Vanessa R. Drew
Assistant Vice President/Administrative Officer at First Guaranty Bank with 40+ years of banking experience; currently Recording Secretary to the Boards of First Guaranty Bancshares, Inc. and First Guaranty Bank, as well as to the Audit Committee, Investment Committee, and the Annual Shareholders Meeting; Chairwoman of the Contributions Committee; notary public (Louisiana since 1990); attended Southeastern Louisiana University; age 69 as of March 24, 2025; director since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Guaranty Bank | Assistant Vice President/Administrative Officer | 40+ years (ongoing) | Recording Secretary to Bank Board, Audit Committee, Investment Committee; Chairwoman of Contributions Committee; shareholder services and transfer agent desk |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Not independent under Nasdaq rules due to employment at First Guaranty Bank .
- Committee memberships (Holding Company): Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance Committees; serves as Recording Secretary to Audit Committee and Investment Committee (administrative role, not committee member) .
- Attendance: All directors attended at least 75% of Board and relevant committee meetings in 2023 and 2024; Annual Meeting attendance was strong (2023: 5/6 FGBI directors present; 2024: all FGBI directors present) .
- Board leadership: CEO and Chair roles are separated (Chair: Marshall T. Reynolds) .
- Diversity: Board Diversity Matrix (as of March 25, 2024) shows one female and five male directors; Drew is the sole female director .
Fixed Compensation
- Director fees: Employee-directors do not receive additional compensation for board service; as a First Guaranty Bank employee, Drew receives no director fees .
- Director fee schedule context (2023): Non-employee directors were paid $1,000 per board meeting (including bank board), $300 per committee meeting (excluding directors’ loan committee), and $500 per directors’ loan committee meeting; meetings held monthly/weekly as noted .
Performance Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Director equity grants (RSUs/PSUs/options) | Not disclosed for directors; company had an employee Equity Bonus Plan (discretionary, 100% vested) | Equity Bonus Plan terminated May 19, 2024; no director-specific equity grants disclosed |
| Performance metrics tied to pay (company framework) | Discretionary executive bonuses may consider Net Income, ROAA, ROAE | Discretionary executive bonuses may consider Net Income, ROAA, ROAE |
Directors are compensated via meeting fees if non-employee; Drew’s director compensation is not performance-based and no director-specific equity awards or options are disclosed .
Other Directorships & Interlocks
| Person/Entity | Relationship | Notes |
|---|---|---|
| — | — | No external public company boards disclosed for Drew; no interlocks disclosed |
Expertise & Qualifications
- 40+ years banking operations and governance administration (Recording Secretary across boards/committees; shareholder services; transfer agent desk) .
- Notary public (Louisiana, since 1990); attended Southeastern Louisiana University; past member of American Business Women’s Association .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 4,931 | 5,210 |
| Ownership % of outstanding shares | <0.1% | <0.1% |
| Shares outstanding (for context) | 12,504,717 | 12,504,717 |
| Pledged shares | None disclosed for Drew |
Election & Shareholder Votes
| Item | 2024 | 2025 |
|---|---|---|
| Election votes “For” | 7,940,887 | 8,125,874 |
| Election votes “Withheld” | 80,367 | 20,034 |
| Broker non-votes | 4,483,371 | 4,358,711 |
| Say-on-Pay result (For/Against/Abstain) | 7,962,059 / 35,463 / 23,732 | 8,108,057 / 23,222 / 14,629 |
Insider Trades & Section 16 Compliance
| Year | Late Filings for Drew | Notes |
|---|---|---|
| 2023 | None disclosed | Late filings noted for Smith and Hood; Drew not listed |
| 2024 | None disclosed | Late filings noted for Smith and Hood; Mineer late Form 3; Drew not listed |
Related Party Transactions (Context; no Drew involvement disclosed)
- Significant related-party dealings with other directors, including: $14.7M sale-leaseback to a partnership owned by Reynolds, Hood, Smith (Bank paid $0.6M lease in 2024; gain $13.3M pre-tax); subordinated notes issued to Smith and his controlled entity ($15M in 2022; $30M in 2024; interest paid $1.4M and $1.9M in 2024); payments to Champion Graphic Communications ($0.3M/year); Hood Automotive ($63k in 2024); Gasaway Architects; Centurion Insurance (~$0.8M/year); aggregate funded extensions of credit to insiders: $55.9M (22.4% of equity) at 12/31/2023 and $48.0M (18.8% of equity) at 12/31/2024 .
Governance Assessment
-
Independence and role: Drew is not independent due to her employee status; her Recording Secretary function across Board/Audit/Investment committees signifies deep operational governance involvement, but she is not a voting member of standing holdco committees (Audit/Comp/Nominating) .
-
Attendance and shareholder support: Meets attendance expectations (≥75%) and received strong shareholder support in 2024 and 2025 elections, which supports investor confidence in her role .
-
Alignment and incentives: Holds a modest equity stake (<0.1%); company has no formal stock ownership requirements for directors and no hedging policy—both are alignment risk flags. As an employee-director, she does not receive additional director fees; no director-specific equity grants disclosed .
-
Conflicts: No related-party transactions disclosed involving Drew; however, the board overall has material related-party exposure concentrated among other directors, which is a governance risk context rather than a Drew-specific issue .
-
Compensation governance: Compensation Committee comprised of independent directors (Reynolds, Hood); no outside compensation consultant used in 2023–2024, and executive bonuses are discretionary with metrics that may include Net Income, ROAA, ROAE—limited transparency; not applicable to director pay .
-
RED FLAGS
- Not independent (employee-director) .
- No formal director stock ownership requirements; no hedging policy .
- Board-level related-party transactions (others) are sizable and recurring .
-
Positive Signals
- Strong election results and consistent attendance .
- Administrative governance expertise and long institutional knowledge (Recording Secretary; shareholder services; contributions oversight) .