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

Item5.02

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.