William K. Hood
About William K. Hood
William K. Hood (age 74) is an independent director of First Guaranty Bancshares, Inc. and has served on the board since 1977. He is President of Hood Automotive Group (since 1977) and previously served as a director of Entergy Louisiana, Inc. from 1987 to 2010. His background reflects decades of operating leadership in a multi-entity automotive group and prior utility board experience, which the board cites as valuable in oversight of management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entergy Louisiana, Inc. | Director | 1987–2010 | Director experience at a large regulated utility |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hood Automotive Group | President | Since 1977 | Operates automotive-related subsidiaries, a counterparty to FGBI for vehicle purchases/maintenance |
| Smith & Hood Holding Company, LLC | President & Chairman | Not disclosed | Co-owns 1,062,817 FGBI shares; shared voting/investment power |
| Smith & Hood Investments, LLC | Member/Manager (implied by shared power) | Not disclosed | Co-owns 340,637 FGBI shares; shared voting/investment power |
| Hood Investments, LLC | Controlling person | Not disclosed | Owns 78,508 FGBI shares; sole voting/investment power |
| WKH Management, Inc. | Controlling person | Not disclosed | Owns 28,044 FGBI shares; sole voting/investment power |
| WKH Holdings, LLC | Controlling person | Not disclosed | Owns 202,196 FGBI shares; sole voting/investment power |
Board Governance
- Independence: The board determined Mr. Hood is independent under Nasdaq standards; all directors except Ms. Vanessa R. Drew were deemed independent .
- Committees (FGBI holding company):
- Audit Committee: Member (Chair: Jack Rossi; met 6 times in 2024) .
- Nominating & Corporate Governance Committee: Member (Chair: Marshall T. Reynolds; met 1 time in 2024) .
- Compensation Committee: Member (Chair: Marshall T. Reynolds; authority delegated to chair for CEO pay in 2024) .
- Attendance: In 2024 there were 18 Board meetings; all directors met at least 75% attendance across board and applicable committee meetings; all six directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $43,650 | Includes fees for Board, Bank Board, Compensation Committee, FGBI Audit, Bank Audit, Executive, Investment, Directors Loan Committee |
| All Other Compensation | $322 | Travel reimbursements |
| Total Director Compensation | $43,972 | Cash-based; no equity retainer disclosed |
Stock ownership requirements: FGBI encourages ownership but has no formal director ownership guidelines .
Performance Compensation
- No director equity awards, options, RSUs, PSUs, or performance-based metrics for directors are disclosed for 2024; director compensation is cash-based meeting/committee fees .
Other Directorships & Interlocks
| Entity | Type | Relationship | Potential Interlock/Impact |
|---|---|---|---|
| Partnership (real estate sale-leaseback) | Private partnership | Owned by Messrs. Reynolds, Hood, and Smith; acquired three bank properties for $14.7M; bank leases back; ~$0.6M lease payments in 2024 | Related-party property transaction; board oversight needed due to recurring payments |
| Champion Graphic Communications (Champion Industries) | Private/affiliated | Printing, supplies, furniture; ~$0.3M paid in 2024; Chairman: Marshall T. Reynolds | Ongoing related-party spend (Reynolds), not Hood-specific but part of board’s related-party profile |
| Hood Automotive Group subsidiaries | Private | Vehicle purchases/maintenance; ~$63,000 paid in 2024 (and ~$0.1M in 2023) | Direct related-party transactions with Mr. Hood-controlled entities |
Expertise & Qualifications
- Operating leadership: Long-tenured president of a multi-entity automotive group, bringing practical management and business oversight experience .
- Prior utility board service: Entergy Louisiana, Inc. director for 23 years, supporting governance acumen .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 2,392,762 | Includes direct and indirect holdings via multiple entities |
| % of Shares Outstanding | 19.1% | Record date shares outstanding: 12,504,717 |
| Hood Investments, LLC (sole power) | 78,508 | Sole voting/investment power |
| WKH Management, Inc. (sole power) | 28,044 | Sole voting/investment power |
| WKH Holdings, LLC (sole power) | 202,196 | Sole voting/investment power |
| Smith & Hood Holding Company, LLC (shared power) | 1,062,817 | President & Chairman; shared voting/investment power |
| Smith & Hood Investments, LLC (shared power) | 340,637 | Shared voting/investment power |
Hedging policy: FGBI has no policy restricting director/employee hedging or offsetting transactions in company stock .
Insider Trades and Section 16 Compliance
| Item | Count/Detail | Period |
|---|---|---|
| Late Form 4 filings (Hood) | 1 late Form 4 reporting 1 late transaction | 2024 |
| Late filings (others for context) | Edgar R. Smith III: 1 late Form 4; Michael R. Mineer: 1 late Form 3 | 2024 |
Governance Assessment
- Independence and Engagement: Mr. Hood is classified as independent and serves on Audit, Nominating & Governance, and Compensation Committees; attendance met “at least 75%” threshold, indicating baseline engagement .
- Alignment via Ownership: Very high beneficial ownership at 19.1%, with both sole and shared voting power across affiliated entities, which aligns economic interests but also concentrates influence .
- Related-Party Exposure — RED FLAGS:
- Automotive transactions: ~$63,000 paid in 2024 to Hood Automotive subsidiaries (and ~$0.1M in 2023) .
- Real estate sale-leaseback: $14.7M asset sale to a partnership owned by Reynolds/Hood/Smith with ongoing lease payments (~$0.6M in 2024); large recurring financial relationship with insider-controlled entity .
- Aggregate insider credit: $48.0M funded to directors/executives/principal shareholders and associates; $22.6M unfunded commitments (group-level metric warrants ongoing scrutiny of credit governance and conflicts), though not tied to Hood specifically .
- Committee Roles and Pay Setting: As a member of the Compensation Committee where the Chair had authority to set CEO pay in 2024, independence and process rigor should be monitored given related-party ties among board members .
- Controls and Policies:
- No formal director ownership guidelines could weaken explicit alignment signals (despite Hood’s large stake) .
- No hedging policy may permit misalignment strategies (e.g., collars) unless restricted by insider trading policy timing, a governance gap relative to peers .
- Compliance Signal:
- One late Form 4 is a minor but notable compliance lapse, mitigated by improved procedures adopted by the company .
Overall, Mr. Hood’s substantial ownership and multi-committee roles reinforce influence and engagement, while related-party transactions (autos and real estate) present recurring conflict-of-interest risks that require robust independent oversight, transparent terms benchmarking, and strict recusals to sustain investor confidence .