DIRECTORS' COMPENSATION
We pay fees to our non-employee directors for their participation in board and committee meetings held throughout the year. Directors who are also employees do not receive additional compensation for their service as directors. For the year ended December 31, 2015,2021, our non-employee directors were paid $600$1,000 for each board meeting attended (including First Guaranty Bank board meetings). In addition, non-employee directors were paid $125$300 for each committee meeting, excluding director loan committee meetings attended (including First Guaranty Bank committee meetings) and $300. Non-employee directors were paid $500 for each First Guaranty Bankdirector loan committee meeting attended.
The following table is a summary of the compensation for each of our non-employee directors for the year ended December 31, 2015.2021.
| | | | | | | | | | | | | | | | | | | | |
Directors' Compensation |
| | Fees Earned or Paid in Cash (1) | | All Other Compensation (2) | | Total |
Marshall T. Reynolds | | $ | 31,800 | | | — | | $ | 31,800 | |
William K. Hood, Jr. | | 66,100 | | | 246 | | | 66,346 | |
Edgar R. Smith III | | 25,100 | | | 269 | | | 25,369 | |
Jack Rossi | | 27,500 | | | — | | | 27,500 | |
Directors' Compensation |
| Fees Earned | | All | | |
| or Paid | | Other | | |
| in Cash(1) | | Compensation(2) | | Total |
| | | | | |
Marshall T. Reynolds | $ 19,325 | | $ — | | $ 19,325 |
William K. Hood, Jr. | 30,550 | | 230 | | 30,780 |
Glenda B. Glover | 15,750 | | 311 | | 16,061 |
Edgar R. Smith III | 16,000 | | 253 | | 16,253 |
(1) | Includes fees paid by First Guaranty Bank, a wholly owned subsidiary of First Guaranty. |
(1)Includes fees paid by First Guaranty Bank, a wholly owned subsidiary of First Guaranty.(2) | Reimbursement for travel to Board meetings. |
(2)Reimbursement for travel to Board meetings.
TRANSACTIONS WITH RELATED PARTIES
The Sarbanes-Oxley Act generally prohibits companies from making loans to executive officers and directors, but it contains a specific exemption from such prohibition for loans made by First Guaranty Bank to our executive officers and directors in compliance with federal banking regulations.
First Guaranty is engaged, and expects to engage in the future, in banking transactions in the ordinary course of business with directors, officers, principal shareholders and their associates and/or immediate family members, on substantially the same terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with persons not related to First Guaranty and that do not involve more than the normal risk of collectabilitycollectibility or present other unfavorable features. The non-interested members of the Board reviews and approves related party transactions.
At December 31, 2015,2021, the aggregate funded amount of extensions of credit to directors, executive officers, principal shareholders and their associates, as a group was $57.8$93.3 million or approximately 48.9%41.7% of total equity. Unfunded commitments totaled $31.6$45.4 million.
DuringFirst Guaranty:
i.paid approximately $0.3 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively, for printing services and supplies and office furniture and equipment to Champion Graphic Communications (or subsidiary companies of Champion Industries, Inc.), of which Marshall T. Reynolds, the Chairman of First Guaranty's Board of Directors, is Chairman of the Board of Directors and holder of 100% of the common stock as of March 21, 2022;
ii.on December 21, 2015 issued a $15.0 million subordinated note (the "Note") to Edgar Ray Smith III, a director of First Guaranty. The Note is for a ten-year term (non-callable for first five years) and 2014,will bear interest at a fixed annual rate of 4.0% for the first five years of the term and then adjust to a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time after the fifth year until redemption or maturity. First Guaranty paid:paid interest expense of $0.8 million in 2021 and $0.6 million in 2020 for this Note;
i. | approximately $0.2 million and $0.2 million, respectively, for printing services and supplies and office furniture and equipment to Champion Graphic Communications (or subsidiary companies of Champion Industries, Inc.), of which Marshall T. Reynolds, the Chairman of First Guaranty's Board of Directors, is President, Chief Executive Officer, Chairman of the Board of Directors and holder of 67.6% of the common stock as of January 8, 2016; and |
iii.paid approximately $0.1 million and $27,000 for the years ended December 31, 2021 and 2020, respectively, for the purchase and maintenance of First Guaranty's automobiles to subsidiaries of Hood Automotive Group, of which William K. Hood, a director of First Guaranty, is President;
ii. | on December 21, 2015, First Guaranty issued a $15.0 million subordinated note (the "Note") to Edgar Ray Smith III, a director of First Guaranty. The Note is for a ten-year term (non-callable for first five years)iv.paid approximately $0 and $0.1 million for the years ended December 31, 2021 and 2020, respectively, for architectural services in relation to bank branches to Gasaway Gasaway Bankston Architects, of which bank subsidiary board member Andrew B. Gasaway is part owner; andwill bear interest at a fixed annual rate of 4.0% for the first five years of the term and then adjust to a floating rate based on the Prime Rate as reported by the Wall Street Journal plus 75 basis points for the period of time after the fifth year until redemption or maturity.
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v.paid approximately $0.6 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively, to Centurion Insurance, an insurance brokerage agency, to bind coverage at market terms for property casualty insurance and health insurance. First Guaranty owns a 50% interest in Centurion and accounts for this investment under the equity method.
First Guaranty believes that the terms of its related party transactions are no less favorable to First Guaranty than could be obtained from an independent third party.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES SET FORTH IN THIS PROXY STATEMENT TO THE BOARD OF DIRECTORS.
PROPOSAL 2 – RATIFICATIONADVISORY NON-BINDING VOTE ON EXECUTIVE COMPENSATION
The compensation of our Principal Executive Officer and our other most highly compensated executive officer of First Guaranty (“Named Executive Officers”) is described in “Executive Compensation.” Shareholders are urged to read the Executive Compensation section of this Proxy Statement, which discusses our compensation policies and procedures with respect to our Named Executive Officers.
In accordance with Section 14A of the Exchange Act, shareholders will be asked at the Meeting to provide their support with respect to the compensation of our Named Executive Officers by voting on the following advisory, non-binding resolution:
RESOLVED, that the shareholders of First Guaranty Bancshares, Inc. (the “First Guaranty”) approve, on an advisory basis, the compensation of the First Guaranty’s Named Executive Officers described in the Executive Compensation section of the Proxy Statement, the compensation tables and other narrative executive compensation disclosures set forth in that section.
This advisory vote, commonly referred to as a “say-on-pay” advisory vote, is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee value constructive dialogue on executive compensation and other important governance topics with our shareholders and encourages all shareholders to vote their shares on this matter. The Board of Directors and the Compensation Committee will review the voting results and take them into consideration when making future decisions regarding our executive compensation programs.
Unless otherwise instructed, validly executed proxies will be voted “FOR” this resolution.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPOINTMENTRESOLUTION SET FORTH IN PROPOSAL 2.
PROPOSAL 3 – EQUITY BONUS PLAN
The Board of Directors of First Guaranty has adopted, subject to shareholder approval, the First Guaranty Bank Equity Bonus Plan (the “Bonus Plan”) to provide periodic bonuses to selected employees of First Guaranty Bank, payable in the form of First Guaranty common stock (“FGB Stock”). The Bonus Plan is designed to attract, retain and reward employees who contribute to the success and performance of First Guaranty Bank and to further align their interests with those of First Guaranty’s shareholders through the ownership of additional shares of FGB Stock.
The following is a summary of the material features of the Bonus Plan, which is qualified in its entirety by reference to the provisions of the Bonus Plan, attached hereto as Appendix A. In the event of conflict between the terms of this disclosure and the terms of the Bonus Plan, the terms of the Bonus Plan will control.
Eligibility
Each full-time employee of First Guaranty Bank who is selected by the Board of Directors of First Guaranty or its designee will be eligible to receive a stock award under the Bonus Plan. Non-employee directors are not eligible to receive grants under the Bonus Plan. As of April 8, 2022, First Guaranty Bank had 484 full-time employees.
Administration
The Bonus Plan will be administered by the Board of Directors of First Guaranty (the “Board”). The Board will have authority to issue stock awards as described below under “Stock Awards —Issuance of Stock Awards.” The Board will also have the authority and discretion to interpret the Plan and to make all other determinations that may be necessary or advisable for the administration of the Bonus Plan.
Stock Awards
Share Reserve. The Bonus Plan establishes an equity bonus pool in an aggregate amount of 80,000 shares of FGB Stock to be issued as stock awards thereunder. The shares of FGB Stock with respect to which Stock Awards may be issued under the Bonus Plan will be shares currently authorized but unissued, currently held, or to the extent permitted by applicable law, subsequently acquired by First Guaranty in the open market or in private transactions.
Issuance of Stock Awards. Following the completion of each quarterly period, the Board will determine the aggregate number of stock awards to be issued under the Bonus Plan and select the employees of First Guaranty Bank who will receive such stock awards, provided, however, that the Board will have the right to delegate authority to the Chairman of the Board and/or certain executive officers and managers of First Guaranty Bank in: (1) selecting the employees who will receive stock awards under the Bonus Plan; and (2) determining the number of stock awards to be issued to each selected employee. Notwithstanding the foregoing, no employee will be present during the voting or deliberations by the Board, the Chairman of the Board and/or any other designee regarding the employee’s stock awards to be issued under the Bonus Plan.
Unless otherwise specified by the Board, the stock awards will be 100% vested upon issuance and will be distributed in-kind to each selected employee in a lump sum within 75 days following the completion of the applicable quarterly period. Although not required by the Bonus Plan, the Board intends to issue an aggregate number of stock awards following each quarterly period with an aggregate fair market value of approximately $75,000. As of April 8th, 2022 (the latest practicable date before the printing of this proxy statement), the closing sales price of First Guaranty’s common stock was $23.67 per share, as quoted on the NASDAQ Global Market.
Corporate Transactions. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase or exchange of shares of FGB Stock or other securities, stock dividend or other special and non-recurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the shares of FGB Stock such that an adjustment is appropriate, then the Board will have the ability to adjust the number of securities available to be issued under the Bonus Plan.
Amendment and Termination
The Board of Directors of First Guaranty may, as permitted by law, at any time, amend or terminate the Plan, provided, however, that no amendment may materially increase the aggregate number of securities to be issued under the Bonus Plan without shareholder approval.
Duration of Plan
The Bonus Plan will become effective upon approval by the shareholders at this meeting. Unless the Bonus Plan is terminated, the Bonus Plan will remain in effect as long as shares of FGB Stock are available to be issued thereunder, or, if earlier, the two-year anniversary of the effective date of the Bonus Plan.
Federal Income Tax Considerations
Stock Awards.Upon the later of delivery or vesting of the stock awards, an employee will realize ordinary income in an amount equal to the then fair market value of the stock awards and the employer will be entitled to a corresponding deduction for tax purposes. Gains or losses realized by the employee upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting.
Withholding of Taxes.First Guaranty Bank may withhold amounts from the employees to satisfy withholding tax requirements with respect to the stock awards issued under the Bonus Plan. Except as otherwise provided by the Board, employees may have shares withheld from stock awards to satisfy the tax withholding requirements. Alternatively, to the extent permitted by the Board and that adverse tax or accounting consequences would not be incurred, the employees may have shares withheld from their stock awards to cover federal, state and local tax withholding that does not exceed the maximum individual statutory tax rate in a given jurisdiction.
Tax Advice.The preceding discussion is based on federal tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the federal income tax aspects of the Bonus Plan. First Guaranty and First Guaranty Bank suggest that eligible employees consult with their individual tax advisors to determine the applicability of the tax rules to the stock awards issued to them based on their personal circumstances.
Stock Awards to be Issued
The Board of Directors of First Guaranty has adopted the Bonus Plan, subject to shareholder approval. At the present time, no specific determination has been made as to the allocation of stock awards to eligible employees under the Bonus Plan.
Required Vote and Recommendation of the Board
In order to approve the Bonus Plan, the proposal must receive the affirmative vote of the majority of the shares present and voting, without regard to broker non-votes or proxies marked abstain.
THE BOARD OF THE DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 3.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Castaing, Hussey & Lolan, LLC served as First Guaranty's independent registered public accounting firm in 20152021 and 2014.2020. Representatives of Castaing, Hussey & Lolan, LLC are expected to be present at the Meeting, will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.
The Audit Committee of First Guaranty has approved the engagement ofOn April 8, 2022, Castaing, Hussey & Lolan, LLC advised First Guaranty's Audit Committee that it is declining to bestand for reappointment as the Company's independent registered public accountants for the year ending December 31, 2022. Castaing, Hussey & Lolan, LLC will continue as First Guaranty's independent registered public accounting firm for interim periods in 2022 until such time as the year ending December 31, 2016, subject to the ratification of the engagement by our shareholders. At the Annual Meeting, shareholders will consider and vote on the ratification of the Audit Committee's engagementsuccessor firm is appointed.
The audit reports of Castaing, Hussey & Lolan, LLC on First Guaranty's consolidated financial statements as of and for the year endingyears ended December 31, 2016.
Shareholder ratification2021 and 2020 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the selectionyears ended December 31, 2021 and 2020, and the subsequent interim period through April 8, 2022, there were no: (1) disagreements with Castaing, Hussey & Lolan, LLC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which disagreements, if not resolved to the satisfaction of Castaing, Hussey & Lolan, LLC as our independent registered public accounting firm is not required by our Bylaws or other applicable legal requirements. However, the Audit Committee is submitting the selection ofwould have caused Castaing, Hussey & Lolan, LLC to make reference to the shareholders for ratification as asubject matter of good corporate practice. In the event shareholders faildisagreements in connection with its audit reports, or (2) reportable events under Item 304(a)(1)(v) of SEC Regulation S-K.
First Guaranty is currently interviewing alternative independent registered public accounting firms to ratify the appointment, the Audit Committee may reconsider this appointment. Even if the engagement of succeed Castaing, Hussey & Lolan, LLC.
Castaing, Hussey & Lolan, LLC is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests ofwill continue to provide services to First Guaranty including tax compliance services and its shareholders.the audit of the employee benefit plan.
Audit Fees
Castaing, Hussey & Lolan, LLC provided audit services to First Guaranty consisting of the annual audit of First Guaranty's 20152021 and 20142020 consolidated financial statements contained in First Guaranty's Annual Reports on Form 10-K and review of the financial statements contained in First Guaranty's Quarterly Reports on Form 10-Q for 20152021 and 2014.2020. Castaing, Hussey & Lolan, LLC did not provide any services related to the financial information systems design/implementation or internal audit outsourcing to First Guaranty during 20152021 or 2014.2020.
Castaing, Hussey & Lolan, LLC Fees
| | Fiscal Year | | Percentage | | Fiscal Year | | Percentage |
Fee Category | | 2015 | | of Total | | 2014 | | of Total |
Audit Fees | | $210,800 | | 54% | | $198,600 | | 57% |
Audit-Related Fees | 150,100 | | 39% | | 125,660 | | 36% |
Tax Fees | | 23,600 | | 6% | | 22,700 | | 6% |
All Other Fees | 5,210 | | 1% | | 3,400 | | 1% |
Total Fees | 389,710 | | 100% | | 350,360 | | 100% |
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Fee Category | | Fiscal Year 2021 | | Percentage of Total | | Fiscal Year 2020 | | Percentage of Total |
Audit Fees | | $ | 309,750 | | | 83 | % | | $ | 286,750 | | | 83 | % |
Audit-Related Fees | | 62,800 | | | 17 | % | | 24,234 | | | 7 | % |
Tax Fees | | — | | | — | % | | 28,350 | | | 8 | % |
All Other Fees | | — | | | — | % | | 5,165 | | | 2 | % |
Total Fees | | 372,550 | | | 100 | % | | 344,499 | | | 100 | % |
Audit Fees. These are fees related to professional services rendered in connection with the audit of First Guaranty's annual financial statements filed on Form 10-K, reviews of the financial statements included in each of First Guaranty's Quarterly Reports filed on Form 10-Q and accounting consultations that related to the audited financial statements which are necessary to comply with generally accepted auditing standards.
Audit-Related Fees.Fees. These fees consisted primarily of audits of employee benefit plans, specific internal control process reviews and consultations regarding accounting and financial reporting. Audit-related fees in 2015 and 2014 also included amounts billed related to First Guaranty's registration statement to facilitate First Guaranty's common stock offering completed in 2015.
Tax FeesFees.. These are fees billed for professional services related to tax compliance, tax advice and tax planning, including the preparation and filing of tax returns.
All Other Fees. These are fees for all other permissible services that do not meet the above category descriptions. Fees in this category include due diligence assistance services when provided.
Unless otherwise instructed, validly executed proxies will be voted "FOR" the ratification.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF CASTAING, HUSSEY & LOLAN, LLC AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent AuditorRegistered Public Accounting Firm
The Audit Committee or the Chair of the Audit Committee under authority delegated by the Audit Committee, will pre-approve all services (audit and permissible non-audit services) performed by the external auditorsindependent registered public accounting firm and the associated costs and fees, in order to assure that the provision of such services does not impair the external auditors'independent registered public accounting firm's independence. Any services approved by the Audit Committee Chair will be brought to the full Audit Committee for approval at the next scheduled committee meeting. Services which qualify under the de minimis exception to the Sarbanes-Oxley Act of 2002 shall be approved by the Committee or a delegated Committee Member prior to the completion of the audit.
SHAREHOLDER PROPOSALS
20172023 Annual Meeting
The deadline for submission of shareholder proposals to be considered for inclusion in the proxy materials relating to the 20172023 Annual Meeting is December 22, 2016.16, 2022.
Under new SEC Rule 14a-19, a shareholder intending to engage in a director election contest with respect to First Guaranty's annual meeting of shareholders to be held in 2023 must give First Guaranty notice of its intent to solicit proxies by providing the names of its nominees and certain other information at least 60 calendar days before the anniversary of the previous year's annual meeting. This deadline is March 20, 2023.
Shareholder proposals to be presented at the 20172023 Meeting, but not included in the proxy materials for that Meeting, must be submitted not less than 30 or more than 90 days before the date of the Meeting (or within 10 days of the date of notice or prior public disclosure of the date of the Meeting, if such notice or disclosure is given or made less than 40 days before the date of the Meeting). Under First Guaranty's By-Laws, a shareholder must furnish certain specified information in writing about the matters proposed to be brought before the Meeting and about the shareholder submitting the proposal and must be addressed to the Secretary of First Guaranty Bank at P. O. Box 2009, Hammond, Louisiana, 70404.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not know of any matters to be presented at the Meeting other than those mentioned above. However, if any other matters are properly brought before the Meeting, or any adjournment ofor postponement thereof, it is the intention of the persons named in the enclosed proxy to vote the shares represented by them in accordance with their best judgment pursuant to discretionary authority granted in the proxy.
Code of Ethics
First Guaranty has adopted a Code of Ethics that applies to all employees as well as all members of the Board of Directors. First Guaranty also has adopted a Code of Ethics related to financial reporting that applies to senior financial officers. Both Codes of Ethics are available at www.fgb.net.www.fgb.net.
Form 10-K
Upon written request by any shareholder who makes a good faith representation that he or she is a shareholder of First Guaranty as of April 8, 2016March 21, 2022 and entitled to vote at the Meeting, First Guaranty will provide a copy of the 20152021 Annual Report on Form 10-K filed with the Securities and Exchange Commission, including statements, schedules, and exhibits thereto. These documents, including proxy materials may also be accessed on our website at www.fgb.net or the Securities and Exchange Commission's website at www.sec.gov.www.sec.gov. Such requests should be addressed to Eric J. Dosch, Chief Financial Officer, Treasurer and Secretary, First Guaranty Bancshares, Inc. P.O. Box 2009, Hammond, Louisiana 70404-2009.
By Order of the Board of Directors
Eric J. Dosch
Treasurer and Secretary
Hammond, Louisiana
April 20, 201615, 2022
FIRST GUARANTY BANK
EQUITY BONUS PLAN
Section 1. Purpose; Effective Date and Term. The purpose of the First Guaranty Bank Equity Bonus Plan (the “Plan”) is to promote the long-term financial success of First Guaranty Bancshares, Inc. (the “Company”) and First Guaranty Bank (the “Bank”), by providing a means to attract, retain and reward individuals who contribute to such success and to further align their interests with those of the Company’s stockholders through the ownership of additional common stock of the Company. The Plan was adopted by the Board of Directors of the Company (the “Board”) on February 17, 2022 and shall become effective upon stockholder approval (the “Effective Date”). The Plan shall remain in effect until the Stock Awards available under the Plan have been issued or, if earlier, the second anniversary of the Effective Date. Terms capitalized but not otherwise defined shall have the meanings ascribed to them in Section 6 hereof.
Section 2. Stock Awards.
2.1. Share Reserve. The Company shall establish an equity bonus pool in an aggregate amount of 80,000 shares of FGB Stock to be issued as Stock Awards under this Plan. The shares of FGB Stock with respect to which Stock Awards may be made under the Plan shall be shares currently authorized but unissued, currently held or, to the extent permitted by applicable law, subsequently acquired by the Company, including shares purchased in the open market or in private transactions. The aggregate number of shares of FGB Stock available to be issued under this Plan shall be subject to adjustment as provided in Section 2.3. The number of shares available to be issued as Stock Awards shall be reduced by the number of shares of FGB Stock previously issued, subject to the following: (1) to the extent any shares of FGB Stock under the Plan are not delivered to a Covered Employee for any reason, including due to forfeiture, then such shares shall not be deemed to have been delivered for purposes of determining the maximum number of shares of FGB Stock available for delivery under the Plan; and (2) the extent that shares of FGB Stock are withheld to satisfy withholding taxes upon the issuance of a Stock Award granted hereunder, then the number of shares of FGB Stock available shall be reduced by a gross number of shares of FGB Stock issued rather than by the net number of shares of FGB Stock issued.
2.2. Issuance of Stock Awards.Each full-time employee of the Bank who is selected by the Board or its designee as set forth in Section 3.2(a) (each a “Covered Employee”) shall be eligible to receive a Stock Award following the completion of each Quarterly Period. The Board is under no obligation to approve a Stock Award following the completion of any Quarterly Period. In the event the Board determines that a Stock Award is appropriate for a Quarterly Period, it shall approve the total Stock Award amount. In any Quarterly Period that a Stock Award is made, the Board or its designee as set forth in Section 3.2(a) shall determine the Stock Awards to be allocated to each Covered Employee on a discretionary basis. Unless otherwise specified by the Board, the Stock Awards shall be 100% vested upon issuance and shall be distributed in-kind to each Covered Employee in a lump sum within 75 days following the completion of the applicable Quarterly Period (the “Payment Date”). Notwithstanding anything in this Section 2.2 to the contrary, if a Covered Employee’s employment with the Company or the Bank ceases for any reason after the completion of a Quarterly Period but prior to the corresponding Payment Date, the Covered Employee shall immediately forfeit any right to receive a Stock Award under the Plan with respect to such Quarterly Period and shall have no further rights with respect thereto.
2.3. Corporate Transactions. In the event of any recapitalization, forward or reverse stock split, reorganization, merger, consolidation, spin-off, combination, repurchase or exchange of shares of FGB Stock or other securities, stock dividend or other special and non-recurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, which affects the shares of FGB Stock, then the Board shall, in an equitable manner, adjust the number of securities available to be issued under the Plan set forth in Section 2.1.
2.4. Delivery of Shares. Delivery of shares of FGB Stock under the Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company shall have no obligation to
deliver any shares of FGB Stock or make other distribution of benefits under the Plan unless such
delivery or distribution complies with applicable laws (including, the requirements of the
Securities Act), and the applicable requirements of any Exchange or similar entity.
(b) The issuance of FGB Stock under this Plan may be effected on a non-certificated basis, to
the extent not prohibited by applicable law or the applicable rules of any Exchange.
Section 3. Board.
3.1. Administration.The Plan shall be administered by the Board of Directors of the Company (the “Board”).
3.2. Powers of the Board.The administration of the Plan by the Board shall be subject to the following:
(a) The Board is under no obligation to approve a Stock Award following the completion of any
Quarterly Period. In the event the Board determines that a Stock Award is appropriate for a Quarterly
Period, it shall approve the total Stock Award amount.
(b) The Board or its designee shall have the authority and discretion to select the Covered Employees
who shall receive such Stock Awards, provided, however, that the Board shall have the right to delegate
authority to the Chairman of the Board and/or certain executive officers and managers of the Bank in: (1)
selecting the Covered Employees who shall receive such Stock Awards; and (2) determining the number of
such Stock Awards to be issued to each selected Covered Employee. Notwithstanding the foregoing, no
Covered Employee shall be present during voting or deliberations by the Board, the Chairman of the Board
and/or any other designee regarding Stock Awards to be issued under the Plan to the Covered Employee.
(c) The Board shall have the authority and discretion to interpret the Plan, to establish, amend and
rescind any rules and regulations relating to the Plan, and to make all other determinations that may be
necessary or advisable for the administration of the Plan.
(d) The Board shall have the authority to define terms not otherwise defined herein.
(e) Any interpretation of the Plan by the Board and any decision made by it under the Plan is final and
binding on all persons.
(f) In controlling and managing the operation and administration of the Plan, the Board shall take
action in a manner that conforms to the articles of incorporation and bylaws of the Company and applicable
corporate law.
3.3. Board Action. The Board shall hold such meetings, and may make such administrative rules and regulations, as it may deem proper. A majority of the members of the Board shall constitute a quorum, and the action of a majority of the members of the Board present at a meeting at which a quorum is present, as well as actions taken pursuant to the unanimous written consent of all of the members of the Board without holding a meeting, shall be deemed to be actions of the Board. Subject to Sections 3.1 and 3.2, all actions of the Board shall be final and conclusive and shall be binding upon the Company, the Bank, Covered Employees and all other interested parties. Any person dealing with the Board shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by a member of the Board or by a representative of the Board authorized to sign the same on its behalf.
Section 4. Amendment and Termination.
4.1 By Board Action. The Board may, as permitted by law, at any time, amend or terminate the Plan, provided, however, that no amendment may materially increase the aggregate number of securities which may be
issued under the Plan, other than pursuant to Section 2.3, unless the amendment is approved by the Company’s stockholders.
4.2 Term of Plan. Notwithstanding any other provision of the Plan, the Plan will automatically terminate on the second anniversary of the Effective Date, and no Stock Awards shall be made under the Plan thereafter.
Section 5. General Terms.
5.1. No Implied Rights. Neither a Covered Employee nor any other person shall by reason of participation in the Plan acquire any right in or title to any assets, funds or property of the Company or the Bank, including any specific funds, assets or other property of the Company or the Bank, in its sole discretion, may set aside in anticipation of a liability under the Plan. The Plan does not constitute a contract of employment or service, and selection as a Covered Employee will not give any Covered Employee the right to be retained in the employ of, or provided services to, the Company or the Bank or any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. No individual shall have the right to be selected to receive a Stock Award under the Plan, or, having been so selected, to receive a future Stock Award under the Plan.
5.2. Non-Exclusivity. Neither the adoption of this Plan nor the submission of the Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt any other bonus or incentive arrangement as either may deem desirable other than the Plan.
5.3. Tax Withholding.Where a Covered Employee receives a Stock Award, the Company shall have the right to require such Covered Employee to pay to the Company the amount of any tax that the Company is required to withhold with respect to payment of the Stock Award, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of shares of FGB Stock to cover the amount required to be withheld. To the extent determined by the Board or its designee as set forth in Section 3.2(a), a Covered Employee shall have the right to direct the Company to satisfy the required federal, state and local tax withholding by withholding a number of shares otherwise distributed that would satisfy the tax withholding. Alternatively, to the extent determined by the Board or its designee as set forth in Section 3.2(a) and that adverse tax or accounting consequences to the Company or the Bank would not be incurred, the Covered Employee shall have the right to direct the Company to withhold a number of shares of FGB Stock otherwise distributable under the Plan to cover federal, state and local tax withholding that does not exceed the maximum individual statutory tax rate in a given jurisdiction.
5.4. No Fractional Shares. Unless otherwise permitted by the Board or its designee as set forth in Section 3.2(a), no fractional shares of FGB Stock shall be issued or delivered pursuant to the Plan or any Stock Award. The Board or its designee as set forth in Section 3.2(a) shall determine whether cash or other property shall be issued or paid in lieu of fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated by rounding down.
5.5. Governing Law. The Plan, all Stock Awards granted hereunder, and all actions taken in connection herewith shall be governed by and construed in accordance with the laws of the State of Louisiana without reference to principles of conflict of laws, except as superseded by applicable federal law. The federal and state courts located in the State of Louisiana, shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any award under this Plan, each Covered Employee and any other person claiming any rights under the Plan agrees to submit himself or herself and any legal action that the Covered Employee brings under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.
5.6. Validity.If any provision of this Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision has never been included herein.
5.7. Unfunded Arrangement.The Plan shall at all times be entirely unfunded and no provision shall at any time be made with respect to segregating assets of the Company or the Bank for the payment of any benefit hereunder. No Covered Employee shall have any interest in any particular assets of the Company or the Bank by reason of the right to receive a benefit under the Plan and any such Covered Employee shall have only the rights of an unsecured creditor of the Company with respect to any rights under the Plan.
5.8. Regulatory Requirements. The payment of any Stock Awards under the Plan shall be conditioned upon and subject to compliance with Section 18(k) of the Federal Deposit Insurance Act, 12 U.S.C. 1828(k), and the rules and regulations promulgated thereunder.
Section 6. Defined Terms. In addition to the other definitions contained herein, the following definitions shall apply:
6.1.“Board” means the Board acting under Section 3.
6.2.“Exchange” means any national securities exchange on which the FGB Stock may from time to
time be listed or traded.
6.3.“FGB Stock” means the common stock of the Company, $1.00 par value per share.
6.4.“Quarterly Period” means the quarterly period ending on March 31, June 30, September 30 and
December 31 of each year.
6.5.“Stock Award” means the issuance of FGB Stock under the Plan.
6.6.“Securities Act” means the Securities Act of 1933, as amended from time to time.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY CARD
The undersigned hereby constitutes and appoints Marshall T. Reynolds and Eric J. Dosch and each of them acting alone, with full power of substitution, the true and lawful attorneys and proxies of the undersigned to attend the annual meeting of the shareholders of First Guaranty Bancshares, Inc. to be held on May 19, 2016,2022, at 2:00 p.m., central daylight time, and any adjournment or postponement thereof, and to vote the shares of said Company standing in the name of the undersigned as directed below. At their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting, or any adjournment or postponement thereof, including discretionary authority to vote with respect to the election of any person to any office for which a bona fide nominee is named in the Proxy Statement dated April 20, 201615, 2022 (the "Proxy Statement") and such nominee is subsequently unable to serve or for good cause refuses to serve.
The Board of Directors recommends a vote "FOR" proposals 1, 2 and 23 listed below.
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1. | To elect the nominees listed below |
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FOR | WITHHOLD | | FOR ALL EXCEPT |
| ALL | | (WRITE NAME BELOW) |
o | o | | o |
| | | |
Glenda B. GloverJack Rossi | | | |
William K. Hood | | | |
Alton B. Lewis | | | |
Marshall T. Reynolds | | | |
Edgar R. Smith III | | | |
INSTRUCTIONS: To withhold authority for any individual nominee(s), mark "FOR ALL EXCEPT" and write that nominee's name in the space provided above.
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2. | Ratification ofTo approve an advisory, non-binding resolution with respect to our executive compensation as described in the appointment of Castaing, Husey & Lolan, LLC as independent registered public accounting firm for the year ending December 31, 2016.Proxy Statement. |
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3. | To approve the First Guaranty Bank Equity Bonus Plan. |
The shares represented by this proxy will be voted as directed herein by the shareholder. If no direction is specified when the duly executed proxy is returned, this proxy will be voted "FOR" each of the proposals stated above.
The undersigned acknowledges receipt of a notice of the annual meeting and a Proxy Statement dated April 20, 201615, 2022 and our Annual Report with audited financial statements.
Please sign exactly as name appears on the certificate or certificates representing shares to be voted by this proxy. When signing as executor, administrator, attorney, trustee, or guardian, please give full titles as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.
Dated this _____day of _____________, 20162022
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Signature of Shareholder(s)Shareholder(s)