Velarion · Company Intelligence
Compensation Brief
Fiscal year 2022 · Filings through 2023-04-10

FNCB Bancorp (FNCB)

CEO Gerard Champi was paid $869,290 in fiscal year 2022, ↑ up 6.0% from fiscal year 2021 (SEC filing 0001140361-23-017518 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$869,290 ↑
Gerard Champi total, FY2022
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CEO pay percentile vs peers
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CEO-to-median pay ratio
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01

Summary Compensation Table — fiscal year 2022

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Gerard Champi$384,899$0$115,583$0$153,500$38,891$176,417$869,290
President and Chief Executive Officer of FNCB and the Bank
James Bone266,346048,007065,00014,76685,685479,804
Executive Vice President and Chief Financial Officer/Treasurer of FNCB and the Bank
James Burke241,963—43,621—59,5002,75978,575426,418
Executive Vice President and Chief Banking Officer of the Bank

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2022 totalFY2021 totalFY2020 totalΔ FY2021→2022
Gerard Champi$869,290$819,786—↑ +49,504
James Bone479,804458,470—↑ +21,334
James Burke426,418———

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FNCB
1 company names FNCB as a compensation peer

The list of companies that name FNCB as a peer is temporarily unavailable — recheck shortly.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2022

ExecutiveAwardShares unvestedExercise priceMarket value unvested
James BurkeRSU5,528—$45,385
James BoneRSU16,421—134,816
Gerard ChampiRSU38,912—319,468
05

Incentive-plan design — the Compensation Discussion & Analysis

FNCB is committed to responsible compensation practices and strives to balance sound risk management with the need to attract, hire, motivate and retain executive team members who will maximize successful performance. FNCB intends to provide executives with a balanced mix of fixed and variable pay to align the interests of executives with those of shareholders and drive superior performance.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantBlanchard Consulting Group
Clawback policytrue
Anti-hedging—
Anti-pledging—
08

Director compensation — fiscal year 2022

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Thomas J. Melone, CPAIndependent · Audit (Chair) · Compensation · Nominating and Governance · Risk Management$37,000$15,000———$52,000
Keith W. EckelIndependent · Audit Committee · Risk Management Committee35,00015,000———50,000
Kathleen McCarthy LambertIndependent · Audit Committee34,50015,000———49,500
Joseph CocciaIndependent · Risk Management Committee (Chair)32,50015,000———47,500
William G. BraceyIndependent · Audit Committee · Compensation Committee (Chair) · Nominating and Governance Committee32,50015,000———47,500
Joseph L. DeNaples, EsquireIndependent · Audit · Compensation · Risk Management30,50015,000———45,500
John P. Moses, EsquireIndependent · Departed during FY27,08315,000———42,083
Dominick L. DeNaplesIndependent · Compensation Committee · Nominating and Governance Committee15,0000———15,000
William P. Conaboy, EsquireIndependent · Audit · Compensation · Risk Management7,5000———7,500
Gerard A. ChampiEmployee director00———0
Louis A. DeNaplesIndependent · Board Chair · Compensation Committee · Nominating and Governance Committee · Risk Management Committee——————
09

Board fee structure and ownership guideline

Annual cash retainer$30,000
Annual equity retainer$15,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)5,000 / 2,500 / 2,500
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2022
Cash retainers and fees$251,583
Equity awards (grant-date value)$105,000
All other compensation$0
Total cost of the board$356,583

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1FNCB Bancorp2022Gerard Champi$384,899$115,583$0$153,500$869,290

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at FNCB Bancorp in fiscal 2022?
As disclosed, Gerard Champi (President and Chief Executive Officer of FNCB and the Bank) was the highest-paid executive at FNCB Bancorp in fiscal 2022, with total compensation of $869,290.
How much does FNCB Bancorp spend in total on board compensation for fiscal 2022?
As disclosed, FNCB Bancorp reported total board compensation of $356,583 for fiscal 2022.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Gerard ChampiDEF 14A2023-04-100001140361-23-017518Section “Executive Compensation”. As printed: 869,290. Filing ↗
2Section 01, James BoneDEF 14A2023-04-100001140361-23-017518Section “Executive Compensation”. As printed: 479,804. Filing ↗machine: r3 · c21 · span 700893–700901
3Section 01, James BurkeDEF 14A2023-04-100001140361-23-017518Section “Executive Compensation”. As printed: 426,418. Filing ↗
4Section 08, Thomas J. Melone, CPADEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 52,000. Filing ↗
5Section 08, Keith W. EckelDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 50,000. Filing ↗
6Section 08, Kathleen McCarthy LambertDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 49,500. Filing ↗
7Section 08, Joseph CocciaDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 47,500. Filing ↗
8Section 08, William G. BraceyDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 47,500. Filing ↗
9Section 08, Joseph L. DeNaples, EsquireDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 45,500. Filing ↗
10Section 08, John P. Moses, EsquireDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 42,083. Filing ↗
11Section 08, Dominick L. DeNaplesDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 15,000. Filing ↗
12Section 08, William P. Conaboy, EsquireDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 7,500. Filing ↗
13Section 08, Gerard A. ChampiDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: 0. Filing ↗
14Section 08, Louis A. DeNaplesDEF 14A2023-04-100001140361-23-017518Section “Director Compensation”. As printed: —. Filing ↗
15Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
16Section 09b board cost (computed)Computed——Cash 251,583 + equity 105,000 + all other 0 = 356,583, summed across the director compensation table rows.machine: formula: Σ = 356,583
17FNCB Bancorp (subject), Section 10b CEO totalDEF 14A2023-04-100001140361-23-017518CEO total compensation as printed in FNCB Bancorp's own proxy. As printed: 869,290. Filing ↗

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