FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On February3, 2017, the Boards of Directors of First NBC Bank
Holding Company (the Company) and First NBC Bank (the Bank) took
action to appoint Carl J. Chaney as Chief Executive Officer of
the Company and Bank. Mr.Chaney would succeed Hermann Moyse, III,
who had been appointed to serve as Chief Executive Officer with
the Company and Bank on an interim basis.

Mr.Chaney, age 55, has more than 30 years of experience in the
banking and financial services sector, most recently serving as
Vice Chairman and Director of JTS Capital Group, LLC, an
alternative credit acquisition and management company, a position
he had held since August 2015. Before joining JTS Capital,
Mr.Chaney served for 17 years at Hancock Holding Company and its
banking subsidiaries (Hancock Bank and Whitney Bank), as
President and Chief Executive Officer from 2006 to 2014 and as
Chief Financial Officer and Executive Vice President from 1998 to
2006. Prior to joining the bank, he was a bank merger and
acquisition and regulatory attorney representing over 100 banks
throughout 13 states in the Southeast and Southwest.

Mr.Chaney has served as a director of Mississippi Power Company,
Gulfport, Mississippi, since 2009, and is currently the Chairman
of its Compensation Committee and a member of its Controls and
Compliance Committee. He has previously served on the Board of
Directors of the Federal Reserve Bank of Atlanta, New Orleans
branch and was a member of the Financial Services Roundtable in
Washington, D.C. He is a past Chairman of the Mississippi Bankers
Association and has served on numerous committees of the
Mississippi, Louisiana and Florida Bankers Associations. Over his
professional career, Mr.Chaney has been actively engaged in
leadership roles in numerous other business, civic and
educational organizations in Mississippi and Louisiana. He has
also been a frequent contributor to executive banking educational
development as an instructor at the Graduate School of Banking at
LSU, the Mississippi School of Banking and the Alabama Banking
School. Mr.Chaney is an honor graduate of the University of
Mississippi, B.B.A., 1983, and the University of Mississippi
School of Law, J.D., 1986.

In connection with Mr.Chaneys appointment as Chief Executive
Officer, the Company and Bank have agreed to provide Mr.Chaney
with an annual base salary of $750,000 over a term of three
years, subject to annual renewals thereafter. Mr.Chaney will be
entitled to a target bonus equal to 50% of his base salary,
subject to the satisfaction of pre-established performance
criteria, with an incentive bonus of $375,000 guaranteed for the
first twelve months. Mr.Chaney will also be entitled to receive a
signing bonus of $500,000 payable upon the commencement of his
employment relationship, which amount would be subject to
repayment on a ratable basis over the 24 months following the
commencement of his employment if his employment is terminated by
the Company or Bank for cause or upon the voluntary resignation
of Mr.Chaney. In addition, the Company will grant to Mr.Chaney
750,000 shares of restricted common stock of the Company that
will be subject to vesting in accordance with the following
schedule: (i) 75% of the shares of restricted stock will be
subject to vesting in equal amounts over a three year period,
beginning on the first anniversary of the commencement date, and
(ii)the remaining 25% of the shares of restricted stock will be
subject to vesting at the end of the three year term, provided
that certain defined and mutually agreed performance measures are
attained. The Company will also issue to Mr.Chaney 250,000
non-qualified stock options having an exercise price equal to the
fair market value on the date of issuance, having a term of ten
years from issuance and vesting ratably over a period of three
years, beginning on the first anniversary of the date of
issuance. In the event of a change in control, Mr.Chaney will be
entitled to a cash payment in the amount of 2.99 times his
then-current base salary and the incentive bonus paid to him
during the immediately preceding year. In the event that
Mr.Chaney is terminated by the Company or Bank other than for
cause or if Mr.Chaney resigns for good reason, he will be
entitled to receive as severance the base salary that he would
have been due had he remained employed for the remainder of the
then-current term of his employment.

The appointments
and compensation arrangements described above are subject to
prior regulatory approval and will become effective upon the
receipt of such approvals. Pending regulatory approval, Mr.Chaney
will serve as a consultant to the Company and Bank with
consulting fees commensurate with his proposed base
salary.

Item7.01. Regulation FD Disclosure.

On February6,
2017, the Company issued a press release announcing the
appointment of Carl J. Chaney as Chief Executive Officer of the
Company and Bank. A copy of the press release is attached as
Exhibit 99.1 and is incorporated herein by reference.

As provided in
General Instruction B.2 toForm8-K,the information furnished in
Exhibits99.1 of this Current Report on Form8-K will not be deemed
filed for purposes of Section18 of the Securities Exchange Act of
1934, as amended (the Exchange Act), or otherwise subject to the
liabilities of that section, and such information will not be
deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, whether
made before or after the date hereof, regardless of any general
incorporation language in such filings.

Forward-Looking
Statements

This report
contains certain forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Forward-looking statements do not
relate strictly to historical or current facts. Forward-looking
statements reflect the current views and estimates of management
of the Company with respect to future economic circumstances,
industry conditions, company performance and financial results.
They often include the words believe, expect, anticipate, intend,
plan, estimate or words of similar meaning, or future or
conditional verbs such as will, would, should, could or may.
Forward-looking statements, by their nature, are subject to risks
and uncertainties. A number of factors – many of which are beyond
the control of the Company – could cause actual conditions,
events or results to differ significantly from those described in
the forward-looking statements. Among other factors, actual
results may differ from those described in forward-looking
statements due to the factors included in filings made by the
Company with the Securities and Exchange Commission, including
those risk factors set forth in the Companys Annual Report on
Form 10-K for the
year endedDecember31, 2015, and the receipt of all required
regulatory approvals.Forward-looking statements speak only as of
the date they are made.Copies of the Companys reports filed with
the Securities and Exchange Commission are available in the
Investor Relations section of the Companys
website,www.firstnbcbank.com.The Company undertakes no
duty to update forward-looking statements to reflect
circumstances or events that occur after the date the
forward-looking statements are made or to reflect the occurrence
of unanticipated events.

Item9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.

Description

99.1 Press release, dated February6, 2017, announcing appointment
of new Chief Executive Officer


About FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC)

First NBC Bank Holding Company is a bank holding company. The Company offers a range of financial services through its banking subsidiary, First NBC Bank. The Company operates through community banking segment. It offers financial services to businesses, institutions and individuals in southeastern Louisiana and the Florida panhandle. The Company’s primary focus is on commercial real estate and commercial lending. Its loans include construction loans, commercial real estate loans, consumer real estate loans, commercial and industrial loans, and consumer loans. Its securities portfolio consists primarily of the United States Government agency obligations, mortgage-backed securities, and municipal securities, although the Company also holds corporate bonds. The Company’s primary source of funding for its loans is deposits. Its deposits include noninterest-bearing demand, negotiable order of withdrawal (NOW) accounts, money market accounts, savings deposits and certificates of deposit.

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) Recent Trading Information

FIRST NBC BANK HOLDING COMPANY (NASDAQ:FNBC) closed its last trading session up +0.10 at 3.80 with 718,990 shares trading hands.

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