DEF 14A of Business First Bancshares, Inc., Apr 10, 2024

DEF 14A of Business First Bancshares, Inc.

Filed Apr 10, 2024 · FY20230001437749-24-011572

Open on EDGAR

  1. PROPOSAL ONE – ELECTION OF DIRECTORS

    PROPOSAL ONE – ELECTION OF DIRECTORS Our articles of incorporation and bylaws provide that the number of directors of the Company shall be as determined from time to time by the board of directors. Each director shall hold office until the next annual meeting of shareholders or until his successor has been duly elected and qualified. On March 19, 2024, our Chairman, Robert S. Greer, passed away. Following Mr. Greer’s passing, per the Company’s Chairman Succession Plan, the board appointed David R. Melville, III as Acting Chairman of the Board. The Chairman Succession Plan also required the appointment of a Lead Independent Director in the event the Chief Executive Officer assumed the role of Acting Chairman. As such, the independent directors appointed Rolfe H. McCollister, Jr. as Acting Lead Director. Our board currently consists of 16 members. The Corporate Governance/Nominating Committee has recommended to the board of directors, and the board of directors has approved the nomination of, each of the current 16 directors of the Company for reelection to the board, to serve as directors until our 2025 annual meeting of shareholders. The names, positions with Business First, and principal occupations of the director nominees are listed on the following page.

  2. PROPOSAL ONE – ELECTION OF DIRECTORS

    | Name | Title/Position with Business First | Principal Occupation | | James J. Buquet, III | Director | Retired | | Carol M. Calkins | Director | Retired | | Ricky D. Day | Director | Manager, W D Chips, LLC | | John P. Ducrest | Director | Retired | | Mark P. Folse | Director | Retired | | J. Vernon Johnson | Director | Retired | | Rolfe H. McCollister, Jr. | Acting Lead Director | Founder & Chairman Emeritus of Louisiana Business, Inc. | | Andrew D. McLindon | Director | President, Mainspring Companies, LLC | | David R. Melville, III | Acting Chairman, President & CEO | President & CEO, b1BANK | | Patrick E. Mockler | Director | President, Southern Eagle Sales and Service, LLC | | David A. Montgomery, Jr. | Director | Partner, Montgomery Agency, Inc. | | Arthur J. Price | Director | President/CFO, Badger Oil | | Aimee Quirk | Director | Chief Corporate Development Officer for Ochsner Health and Chief Executive Officer of Ochsner Ventures | | Kenneth Wm. Smith | Director | CEO and Owner, T. Baker Smith, LLC | | Keith A. Tillage | Director | CEO, Tillage Construction, LLC | | Steven G. White | Director | CAO, The Carpenter Health Network |

  3. PROPOSAL ONE – ELECTION OF DIRECTORS

    Each of the nominees was approved by our board of directors upon the recommendation of the Corporate Governance/Nominating Committee. In addition, each of the nominees has previously served as a director of the Company and has agreed to serve as a director, if elected, for an additional term. If any of the nominees should become unable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named on the form of proxy as proxies may vote for the substitute nominee or nominees recommended by our board of directors. We have no reason to believe that any of the 16 nominees for election named above will be unable to serve. Unless authority is expressly withheld, the proxy holders will vote the proxies received by them for the 16 director nominees listed above. Although each nominee has consented to being named in this proxy statement and to serve if elected, if any nominee should prior to the annual meeting decline or become unable to serve as a director, the proxies will be voted by the proxy holders for such other person as may be designated by the present board of directors. Pursuant to the Company’s articles of incorporation, directors are elected by a majority of the votes cast in the election of directors, meaning that each candidate must receive more votes “for” than votes “against.” However, if there are more nominees for director than there are available directorships, then the directors are elected by plurality, meaning those nominees receiving the most votes “for” will be elected director. If a director does not receive a majority of the votes cast for his or her election, our Corporate Governance Guidelines require that the director promptly tender his or her resignation to the board of directors. The Corporate Governance/Nominating Committee will consider whether or not to accept such resignation and provide its recommendation to the full board no later than 60 days after the relevant shareholder meeting based on the factors set forth in our Corporate Governance Guidelines, and the full board of directors will make a final determination, considering such recommendation, of whether to accept or reject the tendered resignation no later than 90 days after the relevant shareholder meeting. The Company will disclose the board’s decision, including a full explanation of the process by which the decision was reached, in public filing with the SEC. If the resignation is accepted by the board, the Corporate Governance/Nominating Committee will recommend to the board of directors whether to reduce the number of directors or to fill the vacant directorship. ________________________________________ Your board of directors unanimously recommends a vote “FOR” the persons nominated by the board to serve as directors until the 2025 annual meeting of shareholders. If you submit a completed proxy, the persons named in the enclosed proxy will vote to elect the nominees as directors, unless you withhold authority to vote for the election of the nominees as directors by marking the proxy to that effect.

  4. Information Regarding Director Nominees

    Information Regarding Director Nominees A brief description of the background of each of the nominees for director is set forth below. No nominee has a family relationship with any other executive officer or director. James J. Buquet, III (57). James J. Buquet III serves as a director for Business First and b1BANK. Mr. Buquet was a founding member of Coastal Commerce Bancshares, Inc., and its banking subsidiary Coastal Commerce Bank, where Mr. Buquet served as Chairman prior to its merger with Louisiana Community Bancorp. Mr. Buquet served as Vice Chair and Audit Chair of Louisiana Community Bancorp, which was renamed Pedestal Bancshares, Inc. in 2018 and merged with Business First in May 2020. Mr. Buquet is presently semi-retired as his family business was sold in June of 2022. Prior to that, Mr. Buquet served as President of Buquet Distributing Company (An Anheuser-Busch distributorship) since 1995. Until recently, Mr. Buquet served as board member and Audit & Finance Chair for the BevCap Captive Insurance Group. He has also served as Chairman of Louisiana Beer Industry League and as a board member of the National Beer Wholesalers Association. In the early 1990s, Mr. Buquet’s family established the James J Buquet, Jr. Family Foundation where he presently serves as the managing board member. He has also served as Chairman of the Houma-Terrebonne Chamber of Commerce, Chairman of the South Louisiana Economic Council, board member of the Greater New Orleans Foundation, and Chairman of Terrebonne Foundation For Academic Excellence. He was a Founder, Chairman, and is a current board member of the Bayou Community Foundation. He also presently serves as Vice Chair of the Catholic Foundation for South Louisiana. board member of the South Central Industrial Association, Chairman of the Terrebonne Economic Development Authority, board member of the Public Affairs Research Council, Council For A Better Louisiana, and Max Charter School. Mr. Buquet holds a bachelor’s degree in general business from Washington & Lee University and Master of Business Administration from Tulane University. Carol M. Calkins (76). Carol Calkins serves as a director for Business First and b1BANK. Ms. Calkins is a retired PricewaterhouseCoopers LLP (PwC) partner. She is a Certified Public Accountant (TX) with over 30 years of finance, audit, and environmental, social and governance criteria (ESG) experience. During her 22-year tenure at PwC, she held several roles including National Partner in Charge of PwC’s Sales & Use Tax Group, Central Region SALT leader, SALT Practice Partner for Technology & Section 302/404, Risk and Quality Assurance Partner based in NY for the National PwC Tax Practice and PwC’s National Co-Chair for Diversity and WorkLife Quality. Ms. Calkins has served as a lecturer, lobbyist, and author on state and local tax issues. She is the former Chair of the State Taxation Committee for the American Institute of Certified Public Accountants and the Texas Society of CPAs. Ms. Calkins is a graduate of Louisiana State University with a degree in accounting. Prior to PwC, she was with Sun Oil Company of Delaware and the Louisiana Department of Revenue. Her civic and philanthropic involvement has included the board of directors of the Texas Ballet, TACA-The Arts Community Alliance, The Dallas Theater Center and was a former Gun Barrel City Council member. Currently, she serves on the National Board of the LSU Foundation. She is the North Texas Leader for the Fierce for the Future campaign for LSU’s E. J. Ourso College of Business (COB), is an active member and past President of the COB Dean’s Advisory Council. Ms. Calkins most recently completed serving a six year term on PwC’s Retired Partner Committee. She is an inductee of New York City YWCA Top 100 Women in Business and LSU’s E J Ourso College of Business Hall of Distinction. Carol’s deep background in finance, her demonstrated passion for people, and her extensive connections and commitment to both Louisiana and Texas make her a strong fit for our board. Ricky D. Day (58). Ricky Day serves as a director for Business First and b1BANK. Mr. Day is Owner and President of Ricky Day Trucking which includes a fleet of 50 units operating in Louisiana and Texas. He also owns DeRidder Truck Parts and is co-owner of Southland Group which owns multiple companies operating in the timber industry. Mr. Day has extensive director experience, previously serving as director of Pedestal Bank and City Savings Bank. John P. Ducrest (63). John Ducrest serves as a director for Business First and b1BANK. Mr. Ducrest is the former Commissioner of the Office of Financial Institutions (OFI) for the State of Louisiana. He retired from this position in December of 2020 after more than 16 years as commissioner and 35 years with OFI. Mr. Ducrest is a Certified Public Accountant-retired, Certified Fraud Examiner-retired, and Certified Examination Manager-retired. He is a graduate of the University of Southwestern Louisiana (now University of Louisiana at Lafayette) with a degree in Business Administration and the Graduate School of Banking at Louisiana State University. On the national level, Mr. Ducrest served as the Chairman of the Conference of State Bank Supervisors, being only the second Louisiana Commissioner to serve in this role. He was also a principal of the Financial Stability Oversight Council (FSOC) which was created by the Dodd-Frank Act and is chaired by the Secretary of the Treasury. FSOC is comprised of the heads of all federal financial regulators and a state bank, insurance, and securities commissioner. The Council seeks to address systemic risk to the financial system of the United States. Additionally, Mr. Ducrest served as a principal of the Federal Financial Institutions Examinations Council (FFIEC) which prescribes uniform principles, standards, and report forms for the federal examination of financial institutions by the FRB, the FDIC, the NCUA, the OCC, and the CFPB, and to make recommendations to promote uniformity in the supervision of financial institutions. Mark P. Folse (58). Mark Folse previously served as Executive Vice President and Chief Risk Officer of b1BANK and currently serves as a director of both Business First and b1BANK. Prior to joining b1BANK, he served as a founding organizer, President and Chief Executive Officer of Pedestal Bancshares, Inc., and its subsidiary Pedestal Bank, which merged with Business First in 2020. Prior to that, Mr. Folse served as General Counsel to the Louisiana Bankers Association. He holds a bachelor’s degree in finance, a Juris Doctor from the Louisiana State University Law Center and is a graduate of the Graduate School of Banking at Colorado. He has served the industry as a board member of the Louisiana Bankers Association, the American Bankers Association Community Bankers Council, and the Conference of State Bank Supervisors Bankers Advisory Board. He also has served as a board member of First National Bankers Bank. Community service has included board membership on the Houma-Terrebonne Chamber of Commerce, the Terrebonne Economic Development Authority, the South Louisiana Economic Council, the United Way for South Louisiana, and the Chabert Medical Center Foundation.

  5. Information Regarding Director Nominees

    J. Vernon Johnson (72). J. Vernon Johnson serves as director for Business First and b1BANK. Mr. Johnson is a career banker, having served in various executive positions in the banking industry over the past forty-seven years. Mr. Johnson served most recently as Chairman of the Board of Pedestal Bancshares, Inc. and Pedestal Bank in Houma, Louisiana, which merged with Business First in 2020, and has previously served on the board of the Louisiana Bankers Association. He holds a bachelor’s degree in computer science and business from the University of Southwestern Louisiana (now University of Louisiana, Lafayette) and is a graduate of the Graduate School of Banking at Louisiana State University. Mr. Johnson’s extensive experience in banking and contacts in the banking industry provide our board with valuable insight regarding current banking issues and knowledge of financial markets. Rolfe H. McCollister, Jr. (68). Rolfe McCollister is a founder and director of Business First and b1BANK. Mr. McCollister was the founder of Louisiana Business, Inc. Louisiana Business, Inc. published Greater Baton Rouge Business Report (started in 1982), 225 magazine, inRegister magazine, Daily Report online news, Louisiana NEXT, Welcome magazine, 10/12 Industry Report and other specialty publications. In 2021, Louisiana Business, Inc. was acquired by Melara Enterprises. Mr. McCollister serves as Chairman Emeritus of Melara Enterprises, Inc. which, in addition to many of the previously mentioned publications, also produces the Baton Rouge Business Awards and Hall of Fame, Influential Women in Business, the Louisiana Business Symposium, Forty Under 40, Leadership Academy, and several other annual events. Mr. McCollister is a graduate of Louisiana State University and served two terms as a member of the LSU System Board of Supervisors, including being elected chairperson. He was inducted into LSU’s E.J. Ourso College of Business Hall of Distinction. His business management experience, previous service on the board of directors of three banks, and many statewide and community contacts enable him to make valuable contributions to our board of directors. Andrew D. McLindon (62). Andrew McLindon serves as a director for Business First and b1BANK. Mr. McLindon has served since 1989 as President and Chief Executive Officer of Mainspring Companies, a management firm that oversees the operations for the following companies: MBD Automation, a conveyor and automated equipment installation provider; Modus, LLC, a national facility services company; Pivotal, LLC., a commercial building construction and maintenance company partner in Cloudloft Development, a real estate development firm in the North Dallas market; GearTrain, a national program management company and Propel Productions, a video production company. Mr. McLindon earned a bachelor’s degree in construction management from Louisiana State University. Mr. McLindon brings executive decision-making, leadership, and risk assessment skills to our board of directors as a result of his experience in the construction industry. His experience in real estate development and construction also benefits our board of directors. David R. Melville, III (49). David “Jude” Melville serves as President and Chief Executive Officer and a director of Business First and b1BANK. He has served in these capacities since 2011 and has held various management roles since the Bank’s chartering in 2006. Prior to becoming a community banker, Mr. Melville served as a captain in the U.S. Air Force. He earned a bachelor’s degree in social studies from Harvard College and a Master of Science in Management from the London School of Economics. Mr. Melville is also a graduate of the Graduate School of Banking at Louisiana State University. He is an executive board member of Louisiana’s Committee of 100, and formerly served as Chair of the Louisiana Association of Business and Industry and the Chair of the Federal Reserve Depository Institutions Advisory Council, among other affiliations. Patrick E. Mockler (55). Patrick Mockler serves as a director for Business First and b1BANK. Mr. Mockler served as President of Mockler Beverage Company, ALP from 2007 to 2018 and has been a partner of Mockler Beverage and Reiger Road Development, LLC since 1995 and 2000, respectively. He was active in day-to-day operations of Mockler Beverage from 1994- 2018. Mr. Mockler has been a partner of New Orleans Eagle Investments, LLC since its inception in 2009 to acquire Southern Eagle Sales and Service in New Orleans. He became President of Southern Eagle in 2018. Additionally, he has experience as a director of b1BANK since 2006, served on the Loan Committee for three years, served on the Audit Committee for seven years, the Risk Committee for the last five years, the Compensation Committee for the last six years and is the current Chair of the Comp Committee. Mr. Mockler serves on the board of LWCC (Louisiana Workers Comp Corp) and its Investment Committee and has served on dozens of charitable boards and committees. He is a 1993 graduate of Louisiana State University with a degree in International Trade and Finance. David A. Montgomery, Jr. (63). David Montgomery serves as a director for Business First and b1BANK and is the current Chair of the Audit Committee. Mr. Montgomery has served as Vice President of Montgomery Agency, Inc., an independent insurance agency, since 1990. Mr. Montgomery is a 50% partner in Brothers Ventures, a Real Estate Investment LLC. Mr. Montgomery is a Certified Public Accountant, and he is currently a councilman at large with Bossier City, Louisiana. He also served for 17 years as the Chairman of the Budget Committee for the Bossier City Council. Since 1996, Mr. Montgomery has served on the Finance Committee for North Louisiana Volunteers of America. Mr. Montgomery holds a bachelor’s degree in accounting from Louisiana State University. Mr. Montgomery brings extensive knowledge of the insurance and accounting industries to our board of directors. He also provides valuable knowledge and insight derived from his service for civic and governmental organizations. Arthur J. Price (58). Arthur Price serves as a director for Business First and b1BANK. Mr. Price has served as Vice President, Finance / CFO for Badger Oil Corporation for over thirty years and was named President / CFO in 2017. Badger Oil and its affiliates participate in the exploration, drilling and production of crude oil and natural gas, with primary operations in the Louisiana Gulf Coast region and the Outer Continental Shelf of the Gulf of Mexico. Prior to joining Badger Oil, Mr. Price worked as an oil and gas accountant with a specialized firm located in Lafayette, Louisiana. As a senior member of the oil and gas community, Mr. Price is an active board member of the Louisiana Oil and Gas Association, and past chairman of the Board, and the Louisiana Association of Business and Industry. Mr. Price is also a former member of the board of The Lafayette Petroleum Club, having served as Treasurer and President. Mr. Price received a Bachelor of Science degree in Business Administration from the University of Southwestern Louisiana (now The University of Louisiana, Lafayette) in 1989 and is a Certified Public Accountant.

  6. Information Regarding Director Nominees

    Aimee Quirk (49). Aimee Quirk is a director for Business First and b1BANK. Ms. Quirk is the Senior Vice President and Chief Corporate Development Officer for Ochsner Health and Chief Executive Officer of Ochsner Ventures. In this role, Quirk leads development of external growth initiatives across the healthcare landscape including innovative partnerships, new ventures, diversified businesses and strategic investments in emerging companies and funds. In addition, Quirk has executive responsibility for both marketing and enterprise communications for the health system. Ms. Quirk joined Ochsner in 2015 as the founding CEO of innovationOchsner (iO), Ochsner’s innovation company focused on advancing digital health, advanced analytics and precision medicine. Under Quirk’s leadership, iO became a nationally recognized leader in healthcare innovation for pioneering award-winning digital health solutions. Prior to joining Ochsner, Ms. Quirk served as the Senior Advisor for Economic Development for the City of New Orleans. Prior to her public service, she was a partner in the New Orleans law firm Jones Walker. Quirk received a Bachelor of Science in Finance and graduated magna cum laude from Louisiana State University and a J.D. summa cum laude from Tulane University School of Law. A native of New Orleans, Ms. Quirk is active in the community and serves on several boards, including SafeSource Direct; Obatala Sciences; GNO, Inc.; The Idea Village; and the Center for Resilience. Ms. Quirk has been recognized by Becker’s Hospital Review among the Women Power Players in Health IT and Women in Health IT to Watch and a Woman of the Year and a Healthcare Hero by CityBusiness Magazine. Kenneth Wm. Smith, PE, PLS (61). Kenneth Smith serves as a director for Business First and b1BANK. Mr. Smith, a Professional Engineer and Land Surveyor, is President and Chief Executive Officer of T. Baker Smith, LLC, a professional services firm that provides planning, environmental, surveying, engineering, and construction management services. Mr. Smith has been with T. Baker Smith, LLC since 1980. He also serves as Managing Partner for the following companies: TBS Mexico, TBS Holding, LLC, a real-estate holding company; Four C’s of Houma, LLC, a personal investment company; and Mega Beast Commercial Realty, a commercial real estate company and WCS Management Company. Mr. Smith served as the President for the Houma Terrebonne Chamber of Commerce, South Central Industrial Association, South Louisiana Economic Council, and the Louisiana Pipeliners Association, and he currently serves as a member of the Louisiana Oil & Gas Association and Louisiana Association of Business & Industry. Mr. Smith earned a degree in civil engineering from Louisiana Tech University. He brings extensive business skills and experience to our board of directors, having successfully managed his own business for many years. Mr. Smith is also an active leader in his community and serves on the boards of many civic organizations. His many professional and community contacts benefit our board of directors. Keith Tillage (54). Keith Tillage serves as a director for Business First and b1BANK. Mr. Tillage is the co-founder and Chief Executive Officer of Tillage Construction, LLC, a minority full service commercial construction and construction management company. Tillage Construction has received numerous awards including being a finalist for the Black Enterprise Small Business of the year award, receiving the HUBZONE business of the year award, The United States Small Business Award for excellence, as well as being recognized as one of the fastest growing private companies in America by Inc. 500/5000 in 2011 and 2012. More recently, Keith was named Louisiana District and SBA Region 6 Minority Small Business Person of the Year and received the distinct honor of being selected as one of the 12 small business CEOs invited to the White House for the sole purpose of consulting President Obama on the Fiscal Cliff. Mr. Tillage has served on the board of the Minority Supply Diversity Council, YMCA – A.C. Lewis Branch, and the Baton Rouge Area Chamber. He is also a former member of US Black Chambers President’s Circle. Currently, he serves on the National GSA advisory council and the Louisiana State licensing board for contractors. Steven G. White (64). Steve White serves as a director for Business First and b1BANK. Mr. White currently serves as the Chief Administrative Officer for The Carpenter Health Network, which is a health care continuum including Home Health, Hospice, Nurse Practitioner Home Services, Nursing Homes, and LTACH & Rehab facilities over a six-state area. He also serves as the Chairman for the William A. Robinson Foundation. Mr. White’s previous work experiences include serving in roles as President, Senior Vice President, and other executive roles in U.S. and international logistic businesses. He has served as a Chief Operations Officer in the home health and hospice industry. Mr. White graduated from Louisiana Tech University with a Bachelor of Science degree in petroleum engineering in 1985 and has attended several executive management programs at various universities. Mr. White’s experience in asset management and his knowledge of the oil & gas, logistics and the health care industry are valuable to our board of directors.

  7. CURRENT EXECUTIVE OFFICERS AND DIRECTORS

    CURRENT EXECUTIVE OFFICERS AND DIRECTORS

  8. General

    General Our board of directors and the board of directors of b1BANK are each made up of the same 16 individuals. Our directors are typically elected by shareholders at our annual shareholders’ meeting. The elected directors hold office until the next annual meeting, or until their successors are duly elected and qualified. Our executive officers are appointed by and serve at the discretion of our board of directors. The directors of b1BANK are elected by us, as the sole shareholder of b1BANK, each year and they hold office for a term of one year or until their successors are chosen and qualified. The executive officers of b1BANK are appointed by and serve at the discretion of its board of directors. No director or executive officer has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer or director.

  9. Board of Directors

    Board of Directors Information about our current directors, all of whom have been nominated by the board of directors for election to the board, is set forth above in the section of this proxy statement entitled “Proposal One – Election of Directors.” There are no arrangements between us and any person pursuant to which any nominee was elected as a director or is nominated to be elected as a director.

  10. Compensation Discussion and Analysis

    | What Shareholders Shared | What We’ve Done | | Remove the ability to reprice options and exchange outstanding options without shareholder approval provision from the equity plan | In the 2024 Equity Incentive Plan that is up for shareholder approval at the 2024 annual meeting, we require shareholder approval of any option repricing or exchange | | Adopt stock ownership guidelines for executives and non-employee directors | As discussed further below, in January 2024, the board of directors adopted stock ownership guidelines for our NEOs and non-employee directors that sets the ownership requirement at a meaningful multiple of base salary or annual retainer | | Incomplete disclosure regarding goal-setting process, metric selection, goal rigor and connection to Company performance | This CD&A contains, in addition to the target, threshold and maximum performance levels, expanded and detailed disclosure regarding the process for setting targets and why such targets are rigorous and challenging as well as the rationale for using such metrics to show that executive pay is tied to overall Company performance | | Improve the long-term incentive program: grant awards that vest or are earned over a period of at least three-years, 50% of an NEO’s long-term awards should be tied to pre-set performance goals, and adopt performance goals with forward looking targets | As discussed further below, we plan to introduce a new long-term incentive program for NEOs in 2024. Going forward, NEOs will be granted a 50/50 mix time-based restricted stock units and performance share units. The time-based restricted stock units will vest in equal annual installments over a three-year period. The performance share units will be earned based on the achievement of financial goals with pre-set targets measured over a three-year performance period. |

  11. Executive Compensation Philosophy and Objectives

    | What We Do | ✔ | The majority of total executive compensation opportunity is variable and at-risk, with a substantial portion tied to performance goal achievement. | | | ✔ | The allocation of incentives among the annual cash incentive plan and long-term equity awards incentivizes performance to reach shorter-term goals without over-emphasizing short-term performance at the expense of achieving long-term goals. | | | ✔ | To ensure that no single measure affects compensation disproportionately, we use a diverse set of financial and operational performance goals in the design of our compensation program. | | | ✔ | To provide information and advice for use in Compensation Committee decision-making, our compensation committee has engaged an independent compensation consultant. | | | ✔ | For compensation decisions, we maintain and reference a peer group of companies based on industry, asset size and geography, reviewing and updating this compensation peer group periodically and as necessary or appropriate. | | | ✔ | Our NEOs and directors are subject to guidelines to maintain certain levels of stock ownership. | | | ✔ | We maintain a clawback policy to recoup cash and equity-based incentives paid to executive officers earned based on a material error in the financial statements | | What We Don’t Do | ✘ | We prohibit employees and non-employee directors from engaging in short sale transactions in our securities. Hedging transactions or maintaining our securities in a margin account must be pre-cleared by the Company’s compliance officer. | | | ✘ | No excise tax gross ups in employment or change in control agreements. | | | ✘ | No excessive perquisites for executive officers. |

  12. Executive Compensation Philosophy and Objectives

    Role of the Board, Compensation Committee, and Management In considering appropriate levels of compensation for executives, the Compensation Committee considers the Company’s performance and individual NEO performance and experience, as well as peer and broader financial services industry comparisons and affordability analysis. When deemed appropriate, the Compensation Committee requests that its independent compensation consultant provide it with survey data of executive compensation for financial services companies that are comparable to the Company. The Compensation Committee generally does not request such market data from the compensation consultant every year. The Chair of the Compensation Committee works with the CEO and the Human Resources department to establish the agenda for Compensation Committee meetings. The CEO and Human Resources department also interface with the Compensation Committee in connection with the Compensation Committee’s executive compensation decision-making, providing comparative market data as well as making recommendations. The Compensation Committee periodically meets with the CEO and members of the Human Resources department to assess progress toward meeting objectives set by the board of directors for both annual and long-term compensation. The Compensation Committee also meets in executive session without management present when appropriate. Our CEO does not play any role with respect to any matter affecting his own compensation and is not present when the Compensation Committee discusses and formulates the compensation recommendation. The Compensation Committee reviews all the components of compensation in making determinations on the mix, amount, and form of executive compensation. While the Compensation Committee does not use any quantitative formula or multiple for comparing or establishing compensation for executive management, it is mindful of internal pay equity considerations and assesses the relationship of the compensation of each executive to other members of executive management. Role of the Independent Compensation Consultant The Compensation Committee has directly engaged Aon’s Human Capital Solutions practice, a division of Aon plc (otherwise known as McLagan) (“McLagan”) as its external compensation consultant. McLagan reports to, and receives its direction from, the Compensation Committee, and a representative of McLagan regularly attends Compensation Committee meetings as its independent advisor. McLagan helped facilitate the executive officer compensation process, including the creation of a compensation peer group for comparing our NEOs’ compensation to the market and provides advice and information on other executive compensation matters. In considering McLagan’s engagement, the Compensation Committee evaluated McLagan’s independence and any conflicts of interest in accordance with applicable SEC rules and Nasdaq listing requirements. The Compensation Committee requested and received a report from McLagan addressing the independence of McLagan and its senior advisors. The Compensation Committee considered McLagan’s provision of other services to the Company, the fees paid by the Company to McLagan as a percentage of McLagan’s total revenue, McLagan’s policies and procedures to prevent conflicts of interest, and the confirmation by McLagan that it and its representatives have no business or personal relationship with any member of the Compensation Committee, do not own any stock of the Company, and have no business or personal relationship with any executive officer of the Company. The Compensation Committee concluded that McLagan is independent of the Compensation Committee and of Company management and has no conflicts of interest in its performance of services to the Compensation Committee. Peer Group The Compensation Committee believes that obtaining relevant market and peer group data is very important to making determinations about executive officer compensation. Such information provides a reference point for making decisions. The Compensation Committee takes into consideration the structure and components of, and the amounts paid under, the executive compensation programs of other, comparable peer companies, as derived from public filings and other sources, when making decisions about the structure and component mix of our executive compensation program. The Compensation Committee also considers the practices of our competitors and the broader industry for recruiting and retaining talent. The Compensation Committee, with the assistance of McLagan, developed a peer group for certain compensation decisions in 2023. The peer group is updated periodically by the Compensation Committee, based on a process that includes recommendations from internal sources, including the Human Resources department, and external sources such as our independent compensation consultant, to reflect the companies against which the Company competes for executive talent or for shareholder investment. The peer group was defined using the following criteria:

  13. Executive Compensation Philosophy and Objectives

    Annual Cash Bonuses Our annual cash bonus is a short-term, non-equity incentive plan that is intended to motivate and reward the NEOs’ performance and contributions to our success and focus each NEO’s attention on specific goals. The plan provides an annual cash incentive based on the achievement of Company performance metrics and the execution of key initiatives for each NEO. Under the annual cash incentive, the amount of each NEO’s target bonus opportunity is determined as a percentage of the NEO’s base salary, with the actual payout amount determined based on corresponding performance and payout curves. Target Opportunities The 2023 target annual cash incentive opportunities for our NEOs, expressed as a percentage of their base salary and a dollar amount, are detailed in the table below. The total annual bonus award paid to each NEO is determined based on the extent to which Company and individual goals are achieved with potential payouts ranging from 50% to 150% of each NEO’s target annual incentive award opportunity. The CEO recommends the target annual cash incentive opportunity levels for each NEO to the Compensation Committee. The Compensation Committee reviews the CEO’s recommendations along with, as applicable, market data to ensure that proposed target opportunity levels provide an appropriate opportunity to earn bonuses and are competitive with the companies in the Company’s peer group. The Compensation Committee then makes a recommendation to the board of directors for approval, but the Compensation Committee retains discretion to adjust the target opportunity levels during the year. The target annual cash incentive opportunity percentages for each NEO remained unchanged from 2022.

  14. Executive Compensation Philosophy and Objectives

    Company Performance Goals The Compensation Committee determines payouts under the annual cash bonus program utilizing a structured, objective approach based upon the Company’s achievement of performance objectives. At the beginning of each year, the CEO recommends the Company performance goals to the Compensation Committee, and the Compensation Committee reviews the CEO’s recommendations and then makes a recommendation to the board of directors for approval. The Compensation Committee retains discretion to adjust the Company performance goals during and following the end of the year. The Company performance goals, which represent 80% of the target annual cash incentive opportunity for each NEO, for 2023 included Core Return on Assets, or Core ROA, Core Efficiency Ratio, and Classified Assets Coverage Ratio. The board of directors approved a specific percentage weight that was allocated to each of these performance goals and established a threshold, target, and superior performance level for each Company performance goal. The target levels for each Company performance goal are intended to be achievable but challenging. If performance falls below the threshold on the Company performance goals, no payment is earned. Superior represents the maximum level of performance at which a payment is earned on each performance metric. If the performance achieved for any Company performance metric is above the superior level, no additional incentive above the superior amount is earned. Actual performance between threshold, target and superior performance levels is interpolated to determine the amount of payout based on achievement of the Company performance goals. Based upon a review of our audited financial results and performance for 2023, our Compensation Committee confirmed achievement of our Company performance goals as set forth in the “2023 Actual Result” column in the table below, resulting in an overall weighted performance of 98.6% for such goals.

  15. Executive Compensation Philosophy and Objectives

    | Performance Goals | Weight | Threshold | Target | Superior | 2023 Actual Result | 2023 Performance Level | 2023 Weighted % | | Core ROA | 50% | 0.97 | 1.04 | 1.11 | 1.05 | Above Target | 53.6% | | Core Efficiency Ratio | 15% | 66.20 | 64.50 | 62.70 | 61.93 | Superior | 22.5% | | Classified Assets Coverage Ratio | 15% | 12.0 | 10.0 | 8.0 | 4.4 | Superior | 22.5% | | Total Company Performance Goals | 80% | | | | | | 98.6% |

  16. Executive Compensation Philosophy and Objectives

    Individual Performance The Compensation Committee also considers the individual achievement for each NEO in relation to the achievement of goals in their area of responsibility, which for 2023, represented 20% of the annual cash incentive target opportunity. The Compensation Committee evaluates an NEO’s individual performance based on threshold, target, and superior performance levels. The Compensation Committee determined achievement of the individual performance component for the CEO to be at target and for each of the other NEOs to be 150% of target, based on the accomplishments and performance of all NEOs during the year in their respective areas of responsibility as well as in their contributions to overall Company success. Below is a summary of certain of the significant accomplishments considered by the Compensation Committee in its evaluation of our NEO’s performance for 2023:

  17. Executive Compensation Philosophy and Objectives

    | | Annual Incentive Opportunity | | | Achievement | | Actual | | | Name | 2023 Base Salary | Target (% of base salary) | Target ($) | Corporate (80% target weight) | Individual (20% target weight) | 2023 Earned Award | As a % of Target | | David R. (“Jude”) Melville, III | $705,000 | 65% | $458,250 | 98.6% | 20% | $543,353 | 118.6% | | Gregory Robertson | $392,000 | 40% | $156,800 | 98.6% | 30% | $201,600 | 128.6% | | Philip Jordan | $392,000 | 40% | $156,800 | 98.6% | 30% | $201,600 | 128.6% | | Keith Mansfield | $392,000 | 40% | $156,800 | 98.6% | 30% | $201,600 | 128.6% | | Norman (“Jerry”) Vascocu | $392,000 | 40% | $156,800 | 98.6% | 30% | $201,600 | 128.6% |

  18. Executive Compensation Philosophy and Objectives

    Long-Term Incentive Awards The long-term incentive program (“LTIP”) is designed to reward executives for performance results over a multi-year period relative to Company objectives while aligning the interests of our executives with those of our shareholders through the use of equity. Grants of restricted stock are made based on performance achievement in the preceding calendar year. The LTIP provides executives with the opportunity to increase their ownership in Business First, while at the same time creating a retention vehicle through the use of a multi-year vesting period. Equity-based awards and the related performance goals for NEOs are recommended by Human Resources and approved by the Compensation Committee generally during the first quarter of each year. The 2023 LTIP awards consist solely of restricted stock granted that vest in three equal installments over a period of two years, beginning shortly after the grant date, subject to the executive’s continued employment with certain exceptions for qualifying terminations. The first installment vests shortly after the grant date because we considered performance and services in the prior year when making the LTIP grant decisions. Restricted stock was chosen because it provides the desired retention incentive for executives, while also aligning the executives’ interests with those of shareholders without encouraging excessive risk taking. In addition, restricted stock delivers value reflecting the long-term performance of the Company. The Compensation Committee determined the amount of restricted stock to be granted to each NEO in 2023 based on the achievement of the performance goals for 2022, as described in the table below. The 2022 LTIP goals were selected in light of our long-term strategic plan, long-term initiatives and the need to balance risks in executive compensation arrangements. The 2022 LTIP goals also represented metrics related to our key priorities, including asset organic growth percentage and core diluted earnings per share. The restricted stock awards have a grant date fair value (based on the closing price of our common stock on the close of business on the last business day prior to the grant date) equal to the dollar amount calculated by multiplying the target amount of salary by the actual performance percentages.

  19. Executive Compensation Philosophy and Objectives

    | Performance Goals | Weight | Threshold | Target | Superior | Actual Results | Performance Level | | % Asset Growth (Organic) | 50% | 4.75% | 6.80% | 8.48% | 15.44% | Superior | | Core Diluted Earnings Per Share (1) | 50% | $2.32 | $2.43 | $2.51 | $2.52 | Superior |

  20. Executive Compensation Philosophy and Objectives

    For the 2023 LTIP, the total of the LTIP goals achieved based on 2022 performance was at the superior level, or 150% of target. The table below details, for each NEO, the 2023 LTIP grant levels as a percentage of 2022 base salary, the value of restricted stock granted, and the total number of shares of restricted stock granted in February 2023.

  21. Executive Compensation Philosophy and Objectives

    | | LTIP Opportunity | | | Restricted Stock | Value of | Restricted | | Name | Threshold (% of 2022 salary) | Target (% of 2022 salary) | Superior (% of 2022 salary) | Granted (% of 2022 salary) | Restricted Stock Granted ($) | Stock Granted (#) | | David R. (“Jude”) Melville, III | 47% | 94% | 140% | 140% | $945,122 | 45,570 | | Gregory Robertson | 31% | 62.5% | 93% | 93% | $335,490 | 16,176 | | Philip Jordan | 31% | 62.5% | 93% | 93% | $335,490 | 16,176 | | Keith Mansfield | 31% | 62.5% | 93% | 93% | $335,490 | 16,176 | | Norman (“Jerry”) Vascocu(1) | 31% | 62.5% | 93% | 93% | $335,490 | 16,176 |

  22. Executive Compensation Philosophy and Objectives

    | (1) The above grants exclude Mr. Vascocu’s retention bonus grants which are discussed in further detail in the “Other Employment Arrangements” section. |

  23. Executive Compensation Philosophy and Objectives

    2024 Long-Term Incentive Plan As Business First has continued to evolve and mature as a public company, the Compensation Committee has correspondingly sought to evolve the executive program as appropriate for a company of Business First’s stage of development and size. The Compensation Committee, considering feedback from its shareholders, and with the assistance of its independent compensation consultant, intends to adopt a new long-term incentive program for NEOs. The Compensation Committee structured the long-term incentive to motivate executive officers to achieve multiyear strategic goals and deliver sustained long-term value to shareholders, and to reward them for doing so. Awards under the new plan will be structured as follows:

  24. Executive Compensation Philosophy and Objectives

    | Equity Vehicle | 2024 Allocation | Vesting Condition | | Rationale for Use | | Restricted Stock Units | 50% | Equal annual installments over three-year period | ● | Aligns with shareholders’ interest | | | | | ● | Promotes retention | | | | | ● | Reinforces an ownership culture and a commitment to our company | | Performance Restricted Stock Units | 50% | Achievement of one absolute goal and one peer-relative goal for a three-year performance period | ● | Ties compensation to important financial goals | | | | | ● | Uses a relative goal to filter macroeconomic factors where management may have limited ability to influence |

  25. Executive Compensation Philosophy and Objectives

    All direct holdings (shares held as owner of record or in a brokerage account, shares held in the Business First 401(k) Profit-Sharing Plan and Trust and other retirement accounts or deferred compensation plans, shares of performance-based restricted stock units once achievement of performance goals has been certified, and shares of restricted stock that are only subject to time-based vesting or deferred stock units that are not subject to vesting but have been settled) count towards satisfaction of the Company's stock ownership requirements. Under the guidelines, unexercised and vested “in the money” stock options or stock appreciation rights, performance shares or performance share units, and shares pledged as collateral for a loan are not included in the calculation of stock ownership value.

  26. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for the fiscal years ended December 31, 2021, 2022, and 2023.

  27. Summary Compensation Table

    | Summary Compensation Table ($) | | | | | | | | | Named Executive Officer and Principal Position with b1Bank | Year | Salary | Stock Awards(1) | Bonus | Non-Equity Incentive Plan Compensation | All Other Compensation(4) | Total | | David R. Melville, III | 2023 | 690,000 | 945,122 | --- | 543,353 | 218,905 | 2,397,380 | | President and Chief Executive Officer | 2022 | 662,500 | 676,478 | --- | 658,125 | 255,288 | 2,252,391 | | | 2021 | 612,500 | 578,164 | 13,750(2) | 536,250 | 186,502 | 1,927,166 | | Gregory Robertson | 2023 | 377,000 | 335,490 | --- | 201,600 | 72,914 | 987,004 | | Executive Vice President and Chief | 2022 | 350,000 | 256,493 | --- | 217,200 | 76,588 | 900,281 | | Financial Officer | 2021 | 320,500 | 222,853 | 25,000(2) | 202,800 | 68,183 | 839,336 | | Philip Jordan | 2023 | 377,000 | 335,490 | --- | 201,600 | 93,804 | 1,007,894 | | Executive Vice President and Chief | 2022 | 362,645(3) | 256,493 | --- | 217,200 | 118,834 | 955,175 | | Banking Officer | 2021 | 348,089(3) | 222,853 | 25,000(2) | 202,800 | 68,159 | 866,901 | | Keith Mansfield | 2023 | 377,000 | 335,490 | --- | 201,600 | 54,465 | 968,555 | | Executive Vice President and Chief | 2022 | 350,000 | 256,493 | --- | 217,200 | 60,120 | 883,813 | | Operations Officer | 2021 | 320,500 | 222,853 | 25,000(2) | 202,800 | 52,339 | 823,492 | | Jerry Vascocu | 2023 | 376,091 | 385,502 | 50,000(5) | 201,600 | 75,047 | 1,088,240 | | Executive Vice President and Chief | | | | | | | | | Administrative Officer | | | | | | | |

  28. Summary Compensation Table

    | (1) The dollar amount of our stock awards reflects the aggregate fair value determined as of the grant date in accordance with Financial Accounting Standards Codification Topic 718, Stock Compensation. The market value at the grant date was based on the closing price of our common stock on the latest business day prior to the grant date. The restricted stock awards in this column vest in three equal installments over a period of two years shortly after the grant date. The restricted stock awards detailed for each year reflect the restricted stock awarded for the prior year’s performance (i.e., Restricted stock units listed for 2023 were awarded in 2023 for 2022 performance). | | (2) Because the Compensation Committee considered the NEO’s performance in 2021 to be exceptional, the Compensation Committee awarded Mr. Melville an additional cash bonus of $13,750 and the other NEOs received an additional $25,000 cash bonus. | | (3) 2022 includes $12,645 of supplemental pay and 2021 includes $27,589 of supplemental pay, all of which relate to Mr. Jordan’s relocation. | | (4) All Other Compensation for the NEOs includes the total of the benefits and perquisites in the table below. | | (5) To incentivize Mr. Vascocu to join the Company, b1BANK entered into a Retention Bonus Agreement with Mr. Vascocu effective November 21, 2022. Per the Retention Bonus Agreement, Mr. Vascocu is entitled to a retention bonus payable in five equal amounts of $100,000, for a total of $500,000. 50% of the annual retention bonus is payable in cash and 50% is payable in stock. Mr. Vascocu must be employed in good standing on the anniversary date of the Retention Bonus Agreement to be entitled to the payment. |

  29. Summary Compensation Table

    | All Other Compensation | | | | Name | Position | 2023 Accomplishment | | David R. Melville, III | $169,691 | | | Gregory Robertson | $41,731 | $13,200 | | Philip Jordan | $44,352 | $13,200 | | Keith Mansfield | $24,835 | $13,200 | | Jerry Vascocu | $30,462 | $13,200 |

  30. Summary Compensation Table

    | (1) Represents the increase in the named executive officer’s accrued benefits under the SERP. |

  31. Grants Of Plan-Based Awards

    Grants Of Plan-Based Awards The following table presents information regarding all non-equity incentive plan and equity incentive plan awards that were made to the NEOs during or for the year ended December 31, 2023. The amounts paid in 2023 and reported below were based on 2022 performance, with the exception of Mr. Vascocu’s November 21, 2023 stock award which was required under his Retention Agreement.

  32. Grants Of Plan-Based Awards

    | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | All other Stock Awards: Number of Shares of Stock or Units(2) | All other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant date fair value of Stock and Option Awards(3) | | Name | Grant Date | Threshold | Target | Superior | # | # | $ | $ | | | | $ | $ | $ | | | | | | David R. Melville, III | | $229,125 | $458,250 | $687,375 | | --- | --- | | | | 2/1/2023 | | | | 45,570 | --- | --- | $945,122 | | Gregory Robertson | | $78,400 | $156,800 | $235,200 | | --- | --- | | | | 2/1/2023 | | | | 16,176 | --- | --- | $335,490 | | Philip Jordan | | $78,400 | $156,800 | $235,200 | | --- | --- | | | | 2/1/2023 | | | | 16,176 | --- | --- | $335,490 | | Keith Mansfield | | $78,400 | $156,800 | $235,200 | | --- | --- | | | | 2/1/2023 | | | | 16,176 | --- | --- | $335,490 | | Norman ("Jerry") Vascocu | | $78,400 | $156,800 | $235,200 | | | | | | | 11/21/2023 | | | | 2,442 | | | $50,012 | | | 2/1/2023 | | | | 16,176 | --- | --- | $335,490 |

  33. Grants Of Plan-Based Awards

    | (1) The amounts shown in these columns reflect possible payouts under the annual management incentive plan for 2023 for Messrs. Melville, Robertson, Jordan, Mansfield and Vascocu. The minimum possible payment level (threshold) was 50% of the target amount shown, and the maximum possible payment was 150% of the target. All of these amounts are percentages of the executive’s base salary as of December 31, 2023. |

  34. Grants Of Plan-Based Awards

    | (2) With the exception of Mr. Melville, the amount of the time-based stock award actually earned by the NEOs was approved by the Compensation Committee on January 19, 2023. With respect to Mr. Melville, the amount of the award actually earned by Mr. Melville was recommended by the Compensation Committee on January 19, 2023 and approved by the Board on January 26, 2023. |

  35. Grants Of Plan-Based Awards

    | (3) The dollar amount of our time-based stock awards reflects the aggregate fair value determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation. The market value at the grant date was based on the closing price of our common stock on the latest business day prior to the grant date. |

  36. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information regarding outstanding equity awards held by each of our named executive officers on December 31, 2023.

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Options Awards | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | David R. (“Jude”) Melville, III | — | — | — | — | — | — | | Gregory Robertson | 7/31/2014 | 15,000 | — | — | $17.11 | 07/31/2024 | | Philip Jordan | 7/31/2014 | 7,500 | — | — | $17.11 | 07/31/2024 | | Keith Mansfield | 6/2/2016 | 40,000 | — | — | $17.65 | 6/2/2026 | | Jerry Vascocu | — | — | — | — | — | — |

  38. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Outstanding Stock Awards | | | | | Name | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value(3) of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | David R. (“Jude”) Melville, III | 2/1/2022 | 8,216(1) | $202,524 | — | — | | | 2/1/2023 | 30,532(2) | $752,614 | | | | Gregory Robertson | 2/1/2022 | 3,116(1) | $76,809 | — | — | | | 2/1/2023 | 10,838(2) | $267,157 | | | | Philip Jordan | 2/1/2022 | 3,116(1) | $76,809 | — | — | | | 2/1/2023 | 10,838(2) | $267,157 | | | | Keith Mansfield | 2/1/2022 | 3,116(1) | $76,809 | — | — | | | 2/1/2023 | 10,838(2) | $267,157 | | | | Jerry Vascocu | | 10,838(2) | $267,157 | — | — |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Consists of Restricted Stock that vests annually in 33.3% increments with the final tranche vesting on March 31, 2024. | | (2) Consists of Restricted Stock that vests annually in 33.3% increments with the final tranche vesting March 31, 2025. 23,254 shares of restricted stock that vest on March 31, 2024, 15,494 shares of restricted stock that will vest on March 31, 2025. | | (3) Based on the $24.65 closing price on the last trading day of 2023. |

  40. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding options exercised and the vesting of equity awards held by each of our named executive officers during the year ended December 31, 2023.

  41. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise(1) ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($)(2) | | David R. (“Jude”) Melville, III | — | — | 32,935 | $564,177 | | Gregory Robertson | — | — | 12,184 | $208,712 | | Philip Jordan | | | 12,184 | $208,712 | | Keith Mansfield | — | — | 12,184 | $208,712 | | Jerry Vascocu | — | — | 5,388 | $91,440 |

  42. Option Exercises and Stock Vested

    | (1) The amounts shown in this column represent the total number of shares of restricted stock that vested during 2023. |

  43. Option Exercises and Stock Vested

    | (2) Value realized calculated by multiplying the number of shares vested during the fiscal year ended December 31, 2023, by the price of a share of our common stock on the vesting date. The value realized is pre-tax. |

  44. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the potential payments that would be made to each of the NEOs in various termination scenarios based on compensation, benefit and equity levels in effect on December 31, 2023. The amounts shown are estimates and assume that the termination occurred on December 31, 2022. The actual amounts to be paid can only be determined at the time of a NEO’s actual termination of employment. In accordance with SEC regulations, the following table does not report any amount to be provided to a NEO that does not discriminate in scope, terms or operation in favor of the Company’s executive officers and which is available generally to all salaried employees, and excludes (i) amounts accrued through December 31, 2023, that would be paid in the normal course of continued employment, such as accrued but unpaid salary and bonus amounts, (ii) vested account balances under the 401(k) plan and already vested equity awards. The amounts shown for Mr. Melville in the table below are determined based on his employment agreement in effect as of December 31, 2023. The amounts shown for Messrs. Robertson, Jordan and Mansfield and Mr. Vascocu in the table below are determined based on their respective change in control agreements in effect as of December 31, 2023.

  45. Potential Payments Upon Termination or Change in Control

    | Name | Incremental Compensation and Benefit Payments | Non-CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement | CIC Termination by Company Without Cause or by Executive for Good Reason under Agreement(1) | | David R. Melville, III(2) | Severance(3) | 3,866,478 | 3,866,478 | | | Restricted Stock -- Accelerated Vesting(4) | 955,138 | 955,138 | | | Health & Welfare Benefits(5) | 21,018 | 15,168 | | | Totals | $4,842,634 | $4,836,784 | | Greg Robertson | Severance(3) | --- | 1,215,0678 | | | Restricted Stock -- Accelerated Vesting(4) | --- | 343,966 | | | Health & Welfare Benefits(5) | --- | 22,752 | | | Totals | --- | $1,581,785 | | Philip Jordan | Severance(3) | --- | 1,215,0678 | | | Restricted Stock -- Accelerated Vesting(4) | --- | 343,966 | | | Health & Welfare Benefits(5) | --- | 22,752 | | | Totals | --- | $1,581,785 | | Keith Mansfield | Severance(3) | --- | 1,215,0678 | | | Restricted Stock -- Accelerated Vesting(4) | --- | 343,966 | | | Health & Welfare Benefits(5) | --- | 22,752 | | | Totals | --- | $1,581,785 | | Jerry Vascocu | Severance(3) | --- | 1,602,800(6) | | | Restricted Stock -- Accelerated Vesting(4) | --- | 267,157 | | | Health & Welfare Benefits(5) | --- | 22,626 | | | Totals | --- | $1,892,583 |

  46. Potential Payments Upon Termination or Change in Control

    | (1) The NEOs’ agreements include a “cutback” provision under which the executive’s change in control benefits will be reduced to avoid the golden parachute excise tax under Section 280G of the Internal Revenue Code only if such a reduction would cause the executive to receive more after-tax compensation than without a reduction. The amounts shown in this column do not reflect any reduction that might be made in this regard. |

  47. Potential Payments Upon Termination or Change in Control

    | (2) If during the term of his employment agreement, Mr. Melville’s employment is terminated due to disability, as defined in the employment agreement, or if he dies, he or his designated beneficiary, spouse or estate will be entitled to accrued but unpaid compensation up to the date of termination. |

  48. Potential Payments Upon Termination or Change in Control

    | (3) The executive must sign a general release in order to be entitled to receive these amounts. In the case of the NEOs other than Mr. Melville, the Company has the right to retain these amounts if the executive breaches the confidentiality, non-solicitation or non-competition covenants contained in the executive’s change in control agreement. |

  49. Potential Payments Upon Termination or Change in Control

    | (4) The value of the restricted stock units upon vesting is based on the closing market price per share of $24.65 as of December 29, 2023. |

  50. Potential Payments Upon Termination or Change in Control

    | (5) Mr. Melville is entitled to 12 months of continuing coverage under any benefit plans provided to Mr. Melville on the same premium cost sharing basis as prior to termination if his employment is terminated by the Company without cause, because of a change in control, or if he resigns for good reason. The other NEOs are entitled to 18 months of continuing medical, dental, vision and group life coverage on the same premium cost sharing basis as prior to termination if within 3 months prior to the change in control or within two years following the change in control the executive’s employment is terminated by the Company other than due to death, disability or for cause or if he resigns for good reason. |

  51. Potential Payments Upon Termination or Change in Control

    | (6) Mr. Vascocu’s severance includes the unpaid amount of the Retention Bonus owed to Mr. Vascocu as of December 31, 2023. |

  52. Director Compensation

    Director Compensation Non-employee director compensation is determined by the Board, based on the recommendation of the Compensation Committee. Directors who are employed by b1BANK receive no compensation for Board or committee service. During 2023, each non-employee director who served on the Board also served on the Bank Board. Based on recommendations made by Pearl Meyer in 2022, the Company increased the annual cash and equity retainers from $18,000 to $25,000. In addition, our then Chairman’s annual cash retainer was increased to $169,000 and his car allowance was discontinued. Effective with the June 23, 2022 director equity grants, the annual equity retainer paid to the non-employee directors is subject to a one year vesting restriction. The number of shares to be granted is determined based on the closing price of the Company’s common stock on the day before the grant date. Each Committee Chairperson receives an additional monthly retainer determined by the responsibilities and expectations of such position. Committee members also receive a retainer equal to half of the retainer for such committee’s chairperson. Our Chairman did not receive a retainer for his service on committees. The following table sets forth compensation paid, earned or awarded during 2023 to each of our directors and the directors of b1BANK, other than directors who are also named executive officers, whose compensation is described in the “Summary Compensation Table” above.

  53. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Other Compensation ($) | Stock Awards ($) | Total ($) | | Drew C. Brees | 22,917 | | 25,000(1) | 47,917 | | James J. Buquet, III | 35,000 | — | 25,000(2) | 60,000 | | Carol M. Calkins | 34,000 | — | 25,000(2) | 59,000 | | Ricky D. Day | 31,000 | — | 25,000(2) | 56,000 | | John Ducrest | 31,000 | — | 25,000(2) | 56,000 | | Mark Folse | 42,750 | — | 25,000(2) | 67,750 | | Robert S. Greer, Jr. (3) | 169,000 | — | 25,000(2) | 194,000 | | J. Vernon Johnson | 34,000 | — | 25,000(2) | 59,000 | | Rolfe H. McCollister, Jr. | 32,000 | — | 25,000(2) | 57,000 | | Andrew D. McLindon | 34,000 | — | 25,000(2) | 59,000 | | Patrick E. Mockler | 38,750 | — | 25,000(2) | 63,750 | | David A. Montgomery, Jr. | 44,000 | — | 25,000(2) | 69,000 | | Arthur J. Price | 39,750 | — | 25,000(2) | 64,750 | | Kenneth Wm. Smith | 38,000 | — | 25,000(2) | 63,000 | | Keith A. Tillage | 31,000 | — | 25,000(2) | 56,000 | | Steven G. White | 39,000 | — | 25,000(2) | 64,000 |

  54. Director Compensation

    | (1) Represents the aggregate fair market value of shares of our common stock that were granted to Mr. Brees on May 8, 2023. The value of shares issued on May 8, 2023 was based upon a per share value of $15.78, which was the closing price for shares of the Company’s common stock on the date the Board of Directors approved the grant. Mr. Brees resigned from the Board effective November 14, 2023. As such, this stock award will not vest. Mr. Brees had 1,584 restricted stock awards outstanding as of December 31, 2023 all of which were forfeited. |

  55. Director Compensation

    | (2) Represents the aggregate fair market value of shares of our common stock that were granted on May 8, 2023. The value of shares issued on May 8, 2023 was based upon a per share value of $15.78, which was the closing price for shares of the Company’s common stock on the date the Board of Directors approved the grant. The May 8, 2023 grant will vest on May 8, 2024. Each director has 1,584 unvested shares of restricted stock that will vest on May 8, 2024. Each director’s total ownership of Company common stock, including all outstanding stock awards, may be found in the Security Ownership of Certain Beneficial Owners and Management table on page 60. |

  56. Director Compensation

    | (3) Mr. Greer passed away on March 19, 2023. |

  57. Director Compensation

    Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by the indemnification provisions in our current articles of incorporation and bylaws.

  58. CEO Pay Ratio

    CEO Pay Ratio The guiding principles of compensation set forth by the Compensation Committee and described in the CD&A form the foundation for the Company’s compensation and benefits philosophy for all employees. Accordingly, our compensation and benefit programs are designed to encourage and reward all employees who contribute to our success. We strive to ensure that the compensation of every employee reflects the level of their job impact and responsibilities and is benchmarked to be competitive in the market where the associate is geographically located. The Company’s employees are primarily residents of Louisiana, Texas, and Mississippi, where the Company has physical locations. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following ratio of the median annual total compensation of our employees (excluding our Chief Executive Officer from this median calculation) and the annual total compensation of our CEO. The pay ratio below is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions. As a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies, including those within our peer groups and industry as those other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  59. CEO Pay Ratio

    | • | The median of the annual total compensation of all employees of our Company (other than our Chief Executive Officer) was $60,923; and |

  60. CEO Pay Ratio

    | • | The total annual compensation of our Chief Executive Officer was $2,397,380, as reported in the Summary Compensation Table. |

  61. CEO Pay Ratio

    Based on this information, for 2023 the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 39:1. To identify the median of the annual total compensation of all our employees, we took the following steps:

  62. CEO Pay Ratio

    | 1. | We identified our median employee based on our employee population as of December 31, 2023. |

  63. CEO Pay Ratio

    | 2. | To identify the “median employee” from our employee population, we compared the wages of our employees as reflected in our payroll records and reported on Form W-2 for 2023. We identified our median employee using this compensation measure, which was consistently applied to all of our employees included in the calculation. |

  64. CEO Pay Ratio

    | 3. | Since all of our employees are located in the United States, as is our Chief Executive Officer, we did not make any cost-of-living adjustments in identifying our “median employee.” |

  65. CEO Pay Ratio

    | 4. | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of the pay ratio rules, resulting in annual total compensation of $60,923. This amount is different (greater) than the amount reported to our median employee in Box 1 of Form W-2 because it includes some non-taxable items, such as the value of our contributions to the 401(k) plan as well as premiums we pay for life insurance. We calculated the annual total compensation of our median employee on this basis because it permits us to more accurately compare the total compensation received by this employee to the total compensation of our CEO. |

  66. CEO Pay Ratio

    | 5. | With respect to the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of our Summary Compensation Table, as required under the pay ratio rules. |

  67. Pay versus Performance

    Pay versus Performance

  68. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  69. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO¹ | Compensation Actually Paid to PEO¹˒²˒³ ($) | Average Summary Compensation Table Total for | Average Compensation Actually Paid to Non-PEO | Value of Initial Fixed $100 Investment Based on(4) | | Net Income ($ Millions) | Core ROA⁵ (%) | | | ($) | | Non-PEO NEOs(1) ($) | NEOs(1)(2)(3) ($) | TSR ($) | Peer Group TSR ($) | | | | 2023 | 2,397,380 | 2,416,757 | 1,012,923 | 1,023,914 | 108.23 | 101.77 | 71.0 | 1.17 | | 2022 | 2,521,035 | 2,034,441 | 924,152 | 743,868 | 94.65 | 106.02 | 54.3 | 1.05 | | 2021 | 2,025,480 | 2,180,523 | 898,880 | 878,009 | 118.63 | 117.08 | 52.1 | 1.22 | | 2020 | 1,744,682 | 1,320,084 | 753,828 | 590,899 | 83.73 | 87.90 | 30.0 | 1.09 |

  70. PAY VERSUS PERFORMANCE DISCLOSURE

    1. David R. (“Jude”) Melville, III was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  71. PAY VERSUS PERFORMANCE DISCLOSURE

    | 2020 | 2021 | 2022 | 2023 | | Gregory Robertson | Gregory Robertson | Gregory Robertson | Gregory Robertson | | Philip Jordan | Philip Jordan | Philip Jordan | Philip Jordan | | | Keith Mansfield | Keith Mansfield | Keith Mansfield | | | Mark Folse | Saundra Strong | Jerry Vascocu Jr |

  72. PAY VERSUS PERFORMANCE DISCLOSURE

    2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.

  73. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2023 | 2,397,380 | (945,122) | 964,499 | 2,416,757 |

  74. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non- PEO NEOs ($) | Average Inclusion of Equity Values for Non- PEO NEOs ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2023 | 1,012,923 | (347,994) | 358,984 | 1,023,914 |

  75. PAY VERSUS PERFORMANCE DISCLOSURE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  76. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 752,614 | 20,622 | 257,601 | (86,664) | — | — | 964,499 |

  77. PAY VERSUS PERFORMANCE DISCLOSURE

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 267,157 | 5,866 | 103,841 | (25,724) | — | — | 358,984 |

  78. PAY VERSUS PERFORMANCE DISCLOSURE

    4. The Peer Group TSR set forth in this table utilizes the KBW Nasdaq Regional Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Regional Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined Core ROA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Core ROA is a non-GAAP measure. For more information on Core ROA, please see the “Annual Cash Bonuses” section of the Compensation Discussion & Analysis in this proxy statement. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR, over the four most recently completed fiscal years, and the KBW Nasdaq Regional Bank Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Core ROA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Core ROA during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  79. PAY VERSUS PERFORMANCE DISCLOSURE

    | Net Income Core ROA Core Efficiency Ratio Classified Assets Coverage Ratio Percentage Asset Growth (Organic) |

  80. Highlights of the 2024 Equity Plan

    | ● | Limitation on Non-Employee Director Compensation. Limits the value of total compensation (including equity awards granted under the 2024 Equity Plan and any other cash compensation such as cash retainer or fees) that might be made to any non-employee director during any calendar year; |