FB Bancorp (FBLA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 9, 2025, marking the first since the IPO in October 2024.

• Key items include electing three directors, approving a new equity incentive plan, and ratifying the external auditor.

• Shareholders of record as of October 6, 2025, are eligible to vote, with 19,837,500 shares outstanding.

• Voting can be done by mail or Internet, and a majority quorum is required.

Voting matters and shareholder proposals

• Proposals include electing three directors for three-year terms, approving the 2025 Equity Incentive Plan, and ratifying EisnerAmper LLP as auditor.

• The Board recommends voting FOR all proposals.

• Shareholder proposals for the next annual meeting must be received by April 29, 2026.

Board of directors and corporate governance

• The Board has ten members, with staggered three-year terms; all but two are independent.

• Committees include Audit, Compensation, and Nominating/Corporate Governance, all chaired by independent directors.

• Director nominees and continuing directors have diverse backgrounds in finance, healthcare, real estate, and community service.

• Codes of Ethics and anti-hedging policies are in place for directors and employees.