First NBC Bank Holding DEF 14A Definitive proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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¨	Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12

FIRST NBC BANK HOLDING COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 20, 2015

Dear Shareholder:

You are cordially invited to attend the 2015 annual meeting of the shareholders of First NBC Bank Holding Company. The meeting will be held on Thursday, May 21, 2015 at 11:00 a.m., local time, at the Renaissance New Orleans Pere Marquette Hotel, located at 817 Common Street, New Orleans, Louisiana 70112 in the 2^nd floor ballroom.

Information about the annual meeting, including the items to be considered and acted upon by the shareholders, is presented in the following notice of annual meeting and proxy statement. Following the formal business of the annual meeting, management will report on our operations during 2014, comment on our outlook for 2015 and take questions from shareholders in attendance.

We hope that you will attend the 2015 annual meeting. However, whether or not you plan to attend, please complete, sign, date and return the enclosed proxy card, or register your vote by proxy over the Internet or by telephone, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. Returning your proxy will NOT deprive you of your right to attend the meeting, to change or revoke your vote, or to vote your shares in person at the meeting. You will find the procedures to follow if you wish to revoke your proxy or otherwise change your vote on page 3 of this proxy statement. Your vote is very important.

We look forward to seeing you at the meeting.



	Very truly yours,



	Ashton J. Ryan, Jr.
	Chairman of the Board, President and
	Chief Executive Officer

210 Baronne Street New Orleans, Louisiana 70112 (504) 671-3800 Fax (504) 671-3481

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF FIRST NBC BANK HOLDING COMPANY

To Be Held on May 21, 2015

The 2015 annual meeting of shareholders of First NBC Bank Holding Company will be held on May 21, 2015 at 11:00 a.m., local time, at the Renaissance New Orleans Pere Marquette Hotel, located at 817 Common Street, New Orleans, Louisiana 70112 in the 2^nd floor ballroom for the following purposes:


1.	To elect directors;


2.	To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015; and


3.	To transact such other business that may properly come before the meeting or any adjournment or postponement of the meeting.

Our Board of Directors has fixed the close of business on March 23, 2015 as the record date for the determination of the shareholders entitled to notice of, and to vote at, the meeting. Information about the annual meeting, including the items to be considered and acted upon by the shareholders, is presented in the following proxy statement related to the annual meeting. We have also enclosed a copy of our 2014 annual report.

Your vote is important. Whether or not you expect to attend the meeting in person, please complete, sign, date and return the enclosed proxy card, or register your vote by proxy over the Internet or by telephone, as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. If you hold your shares in street name through a brokerage firm, telephone or Internet voting will be available to you only if offered by your bank or broker, which will provide you with instructions on how to vote the shares held in your account. You may revoke your proxy at any time prior to its use at the meeting.



	By Order of the Board of Directors



	Ashton J. Ryan, Jr.
	Chairman of the Board, President and
	Chief Executive Officer



New Orleans, Louisiana
April 20, 2015

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2015

This proxy statement, along with our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and our 2014 Annual Report, are available free of charge on the following website: www.firstnbcbank.com.



TABLE OF CONTENTS
	Page
ABOUT THE ANNUAL MEETING	1

ITEM ONE - ELECTION OF DIRECTORS	5
General	5
Information Regarding Director Nominees	5

ITEM TWO - RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015	9
Ernst & Young Fees	9
Audit Committee Pre-Approval Policies and Procedures	9
Report of the Audit Committee of the Board of Directors	9

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS	11
Board Independence	11
Leadership Structure	11
Compensation Committee Interlocks and Insider Participation	11
Shareholder Communications with Our Board of Directors	12
Board Meetings	13
Board Committees	13
Information Regarding Executive Officers	15

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	16

COMPENSATION INFORMATION	18
Summary Compensation Table	18
All Other Compensation	19
Stock Incentive Plan	19
Outstanding Equity Awards at Fiscal Year-End	20
401(k) Retirement Plan	20
Deferred Compensation Plan	21
Employee Stock Ownership Plan	21
Director Compensation	21

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	22

SHAREHOLDER PROPOSALS AND NOMINATIONS	24

COST OF ANNUAL MEETING AND PROXY SOLICITATION	24

HOUSEHOLDING	24

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE	24

(i)

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2015

We are providing these proxy materials in connection with our 2015 annual meeting of shareholders. This proxy statement and the accompanying proxy card are being first mailed or electronically transmitted to our shareholders on or about April 21, 2015. You may also view our proxy statement electronically on our website (www.firstnbcbank.com) under the Investor Relations page. This proxy statement contains important information for you to consider regarding the matters to be presented at the meeting. Please read it carefully.

When we refer in this proxy statement to “we,” “our,” and “us,” we are referring to First NBC Bank Holding Company, unless the context indicates otherwise. When we refer to “you” and “your,” we are referring to the shareholder reading this proxy statement.

ABOUT THE ANNUAL MEETING


Q:	Who is soliciting my vote?


A:	Our Board of Directors is soliciting your vote for the 2015 annual meeting.


Q:	What is a proxy?


A:	A proxy is a legal designation of another person, the proxy, to vote on your behalf. By completing and returning the enclosed proxy card, or registering your proxy vote by telephone or over the Internet, you are giving the named proxies, who were appointed by our Board, the authority to vote your shares in the manner that you indicate on your proxy card or by phone or Internet.


Q:	What does it mean if I receive more than one proxy card?


A:	It generally means your shares are registered differently or are in more than one account. Please provide voting instructions for all proxy cards you receive.


Q:	Who is entitled to vote at the annual meeting?


A:	You are entitled to receive notice of and to vote at the 2015 annual meeting if you owned shares of our common stock at the close of business on March 23, 2015, the record date for the meeting.


Q.	How many votes can be cast by all shareholders?


A.	As of March 23, 2015, there were 18,609,753 shares of common stock outstanding and entitled to vote. Each share of our common stock is entitled to one vote on each matter presented.


Q:	How many votes must be present to hold the annual meeting?


A:	A majority of our issued and outstanding shares as of the record date, or 9,304,877 shares, must be present at the annual meeting in order to conduct business. This is called a “quorum.” Your shares will be counted as present at the annual meeting if you are present and vote in person at the annual meeting or a proxy card has been properly submitted by you or on your behalf.


Q:	What is the difference between a “shareholder of record” and a “street name” holder?

These terms describe how your shares are held. If your shares are registered directly in your name with our stock records, you are considered the “shareholder of record” with respect to those shares, and these proxy materials are being sent directly to you by us. If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker, bank or nominee, who is considered the shareholder of record with respect to those shares.


Q.	How do I vote my shares?


A.	If you are a “shareholder of record,” you have several choices. You can vote your proxy:


•	by returning the enclosed proxy card in the enclosed postage pre-paid envelope;


•	by telephone; or


•	over the Internet.

Please refer to the specific instructions set forth on the enclosed proxy card. You may also vote your shares in person at the meeting. We encourage you to attend the meeting, and voting by proxy will not affect your right to attend the meeting and vote in person. However, to ensure that your shares are voted in accordance with your wishes and that a quorum is present at the meeting so that we can transact business, we urge you to register your vote by proxy as promptly as possible. Your prompt response will help reduce proxy solicitation costs. For security reasons, our electronic voting system has been designed to authenticate your identity as a shareholder. If you hold your shares in “street name,” your broker, bank, trustee or nominee will provide you with materials and instructions for voting your shares.


Q.	What if I fail to vote for some of the matters listed on my proxy card?


A.	If you vote by proxy, your proxy will be voted in accordance with your instructions. However, if you return a signed proxy without indicating your vote on one or more proposals, your proxy will be voted in accordance with the recommendations of the Board as to those proposals for which no vote is indicated.


Q:	Can I vote in person at the meeting?


A:	If you are a “shareholder of record,” you may vote your shares in person at the meeting. If you hold your shares in “street name,” you must obtain a proxy from your broker, bank, trustee or nominee, giving you the right to vote the shares at the meeting.


Q:	Will my broker vote my shares for me if I do not return my voting instructions to my broker?

Brokers do not have the authority to vote shares held in brokerage accounts in connection with the election of directors or certain other non-routine items, unless they have received instructions from their clients. Accordingly, if your shares are held in a brokerage account and you fail to instruct your broker how to vote your shares, your shares will not be voted in the election of directors. Because the auditor ratification proposal is considered a routine item, your broker may vote your shares on that proposal even if you fail to return voting instructions to your broker.


Q:	What are my choices when voting?


A:	Election of Directors (Item One). You may vote “FOR” or “AGAINST,” or you may “ABSTAIN” from voting, with respect to each director nominee.

Ratification of Ernst & Young LLP (Item Two). You may vote “FOR” or “AGAINST” the proposal, or you may “ABSTAIN” from voting on the proposal.


Q:	How does the Board of Directors recommend that I vote my shares?


A:	The Board of Directors recommends a vote:


•	“FOR” the election of each of the 12 director nominees, and


•	“FOR” the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2015.


Q:	Do I have the right to cumulate my votes in the election of directors?


A.	No. Our articles of incorporation do not provide for cumulative voting rights.


Q:	How are abstentions and broker non-votes treated?


A:	If you abstain from voting with respect to any director nominee or proposal, your shares will not be voted with respect to the nominee or proposal. However, your shares will be counted for purposes of determining whether there is a quorum.

A broker “non-vote” occurs when the beneficial owner of shares held in a brokerage account fails to instruct his or her broker as to how to vote the shares on a particular proposal for which the broker does not have discretionary voting power. Broker “non-votes” are counted as present for purposes of determining whether there is a quorum. However, they are not included as a vote in favor of or against the proposal.

Because directors are elected by plurality vote and the auditor ratification proposal will be approved if the number of votes cast in favor of the proposal exceeds the number of votes cast against the proposal, abstentions and broker “non-votes” will have no effect on any of the matters to be considered at the meeting.


Q:	Can I change my vote or revoke my proxy after I have mailed in my proxy card or voted by telephone or over the Internet?


A:	You may change your vote or revoke your proxy by doing one of the following:


•	by delivering a written notice of revocation to our Corporate Secretary that is actually received prior to the meeting, stating that you revoke your proxy;


•	by delivering a later-dated proxy (including a telephone or Internet vote) that is received prior to the meeting in accordance with the instructions included on the proxy card; or


•	by attending the meeting and voting your shares in person.


Q:	What vote is required to approve each item?


A:	Election of Directors (Item One). A nominee will be elected to the Board of Directors if the nominee receives a plurality of the votes cast, which means that the 12 director nominees receiving the highest number of votes will be elected to the Board of Directors.

Ratification of Ernst & Young LLP (Item Two). The proposal to ratify Ernst & Young LLP as our independent registered public accounting firm for 2015 will be adopted if the votes cast in favor of the proposal exceed the votes cast against the proposal.


Q:	Who will count the votes?


A:	Computershare, Inc., our inspector, will tabulate the votes at the meeting.


Q:	What do I need to bring to the annual meeting and when should I arrive?

If you plan to vote shares held in the name of a bank, broker or other holder of record, a brokerage statement, letter, or proxy from your bank or broker is an example of proof of ownership and will need to be presented. Any holder of a proxy from a shareholder must present the proxy card, properly executed, to be admitted. Shareholders and proxy holders may also be required to present a form of photo identification, such as a driver’s license.

Seating at the annual meeting may be limited. In order to ensure that you are seated by the commencement of the annual meeting at 11:00 a.m. on May 21, 2015, we recommend you arrive early.

If you have any further questions about voting your shares or attending the meeting, please call William Roohi at (504) 671-3870.


Q:	How can I receive future shareholder communications electronically?


A:	If you received your annual meeting materials by mail, we encourage you to conserve natural resources, and help us reduce printing and mailing costs, by electing to receive your shareholder communications by

e-mail. Your choice will remain in effect until you notify us otherwise. Electronic delivery can also help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. To sign up for future electronic delivery, you may do one of the following:


•	Request future electronic delivery when you vote via the Internet; or


•	Notify William Roohi by mail at the address on the first page of this proxy statement, by telephone at (504) 671-3870, or by email at broohi@firstnbcbank.com.


Q:	Could other matters be decided at the annual meeting?


A:	We are not aware of any other matters that will be considered at the annual meeting. If any other matters arise at the annual meeting that are properly presented at the meeting, the proxies will be voted at the discretion of the proxy holders.


Q:	What happens if the meeting is postponed or adjourned?


A:	Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.


Q:	Where can I find the voting results of the annual meeting?

Preliminary voting results will be announced at the annual meeting. Final voting results will be tallied by the inspector of election after the vote at the annual meeting. We will publish the final voting results in a Current Report on Form 8-K, which we are required to file with the Securities and Exchange Commission within four business days following the annual meeting.

ITEM ONE -
ELECTION OF DIRECTORS

General

At the annual meeting, our shareholders will be asked to elect 12 persons to serve as directors until the 2016 annual meeting of shareholders or until their successors are elected and qualified. Our Board of Directors has nominated the following 12 individuals to serve in these positions: William D. Aaron, Jr., William M. Carrouche, Leander J. Foley, III, John F. French, Leon L. Giorgio, Jr., Shivan Govindan, L. Blake Jones, Louis V. Lauricella, Mark G. Merlo, Ashton J. Ryan, Jr., Dr. Charles C. Teamer and Joseph F. Toomy.

We have entered into an agreement with Castle Creek Partners IV, L.P. that permits it to appoint one representative to our Board of Directors, and one nonvoting observer to the Board of Directors of First NBC Bank, for so long as Castle Creek Partners IV, L.P. and its affiliates own at least 81,632 shares of our common stock. Mark G. Merlo currently serves on our Board of Directors as the representative of Castle Creek Partners IV, L.P.

Each of the nominees was approved by our Board of Directors upon the recommendation of the Nominating Committee. In addition, each of the nominees has previously served as a director of First NBC Bank Holding Company or First NBC Bank and has agreed to serve as a director, if elected, for an additional term. If any of the nominees should become unable to serve as a director, our Board of Directors may designate a substitute nominee. In that case, the persons named on the proxy card as proxies may vote for the substitute nominee or nominees recommended by our Board of Directors. We have no reason to believe that any of the 12 nominees for election named above will be unable to serve.

The following table sets forth certain information regarding our directors:



Name	Age	Position with First NBC Bank Holding Company (HC)	Position with First NBC Bank	HC Director Since
William D. Aaron, Jr.	64	Director	Director	2014
William M. Carrouche	74	Director	Director	2007
Leander J. Foley, III	65	Director	None	2009
John F. French	50	Director	Director	2007
Leon L. Giorgio, Jr.	66	Director	Director	2007
Shivan Govindan	42	Vice Chairman	Director	2007
L. Blake Jones	66	Director	Director	2007
Louis V. Lauricella	59	Director	None	2007
Mark G. Merlo	53	Director	None	2011
Ashton J. Ryan, Jr.	67	Chairman of the Board, President & Chief Executive Officer	Chairman of the Board, President & Chief Executive Officer	2007
Dr. Charles C. Teamer	81	Director	Vice Chairman	2009
Joseph F. Toomy	66	Director	Director	2007

Information Regarding Director Nominees

A brief description of the background of each of our directors is set forth below. No director has a family relationship with any other executive officer or director.

William D. Aaron, Jr. Mr. Aaron is the Managing Shareholder of Aaron & Gianna, PLC A Professional Law Corporation based in New Orleans. Prior to joining the predecessor to his current law firm in January 2000, he served as a partner at Phelps Dunbar, LLP. Mr. Aaron has more than 37 years of legal experience practicing in the public and private sectors and is licensed to practice law in Louisiana, Texas and the District of Columbia. He currently serves as Vice Chairman and Chairman Elect of the Jefferson Business Council and is a former Board Chairman for the New Orleans Chamber of Commerce. He remains actively involved with the New Orleans Chamber of Commerce, where he serves as Co-chair of the Legislative Affairs Committee and as a member of the Chairman’s Council. Mr. Aaron is a member of the Boards of Directors of Greater New Orleans, Inc. and the Pontchartrain Park Community Development Corporation. Although recently joining the holding company board,

Mr. Aaron has served as a director of First NBC Bank since its inception. Mr. Aaron is a graduate of Duke University, B.A. 1972, and Loyola University School of Law, J.D. 1977. Mr. Aaron’s extensive legal experience, as well as his long-term relationships with the New Orleans business and civic community make him a valuable member of our Board of Directors.

William M. Carrouche. Mr. Carrouche retired in 2013 after serving as President of the Fire Fighters’ Pension & Relief Fund for the City of New Orleans since 1975. He also served as a Fire Deputy Chief of the New Orleans Fire Department for 36 years. Mr. Carrouche served as Vice President and Board Member of the New Orleans Fire Federal Credit Union for over 20 years. Mr. Carrouche’s extensive relationships within the New Orleans business and civic community, as well as his business experience, make him a valuable member of our Board of Directors.

Leander J. Foley, III. Since 2002, Mr. Foley has served as Managing Director of Capitol Hill Partners (formerly Foley, Maldonado & O’Toole), a consulting firm that advises clients in matters before the United States Congress and the Executive Branch in various policy areas, including banking and financial services, community and economic development, asset building, rural and agricultural programs and small business development. Mr. Foley serves on the boards of directors of One United Bank, Alluvion Securities and the Cotton Exchange, LLC. Mr. Foley also served as a director of Dryades Bancshares, Inc. and Dryades Savings Bank, FSB until its acquisition by First NBC Bank in 2010. Mr. Foley is a graduate of Georgetown University, B.A., 1970. Mr. Foley’s extensive experience as a director for numerous financial services companies, including two banking organizations, one broker-dealer and one registered investment advisor, as well as his long-standing knowledge of and relationships in the New Orleans business community, add significant value to our Board of Directors.

John F. French. Since 1992, Mr. French has served as President of JAB – New Orleans, Inc., a Jos. A. Bank Clothiers franchise. He operates 12 Jos. A. Bank retail clothing locations across the country. Mr. French also serves as Managing Member of Penthouse Apartment Management, LLC, and as a director and principal of Biltmore Property Group, LLC and its affiliate The Columbus Group, Inc., which develop, own and operate community-oriented shopping centers and mixed use destinations. In addition to his business activities, he serves on the Boards of Directors of the Audubon Nature Institute and the Fenner French Foundation. Mr. French is a graduate of the University of the South, B.A., 1986, and the Freeman School of Business at Tulane University, M.B.A., 1992. He is also licensed by the State of Louisiana as a real estate broker. Mr. French’s extensive commercial real estate experience, his experience overseeing the successful growth of a local retail business into a national competitor, as well as his long-standing relationships in the local business and civic community, enable him to provide valuable insights to our Board of Directors.

Leon L Giorgio, Jr. Mr. Giorgio serves as Chairman, Chief Executive Officer, and President of Select Properties, Ltd.; Select Properties, Ltd. Realty; and their associated companies, which were co-founded by Mr. Giorgio in 1982 and which specialize in commercial real estate acquisitions, development, management, rehabilitation, investments, brokerage and design. A licensed real estate broker in the States of Louisiana and Mississippi, he heads an IREM Accredited Management Organization. Additionally, Select is General Partner/Managing Member of several real estate limited partnerships and limited liability companies which are actively engaged in commercial real estate and Mellow Mushroom restaurants in New Orleans, Baton Rouge and Lafayette. In addition to his own business activities, Mr. Giorgio represents Jefferson Parish on the Regional Planning Commission and served as co-chair of Jefferson Parish Envision 2020, which developed and is implementing a comprehensive 20-year land use plan. He currently serves on the Boards of Director of numerous civic and business organizations, including The Louisiana Community and Technical College System Foundation, Delgado Community College Foundation and the Jefferson Chamber of Commerce. He also serves on the University of New Orleans President’s Council. Mr. Giorgio is a graduate of the University of Southern Mississippi, B.S., 1972. Mr. Giorgio’s extensive experience in real estate and finance in the New Orleans metropolitan area and in the State of Louisiana, together with his long-standing relationships within the New Orleans business and civic communities, make him well qualified to serve on our Board of Directors.

Shivan Govindan. Mr. Govindan has been a Managing Member of Blue Pine Partners LLC since 2014. Blue Pine Partners makes private equity and other investments in U.S. community banks and other financial services companies. From 2004 - 2014, Mr. Govindan held various positions at Resource America, Inc., an $18 billion AUM asset management company managing alternative assets such as real estate, credit, and financial fund management. Among his roles at Resource America, he served as President of Resource Financial Institutions Group, Inc., a wholly-owned subsidiary of Resource America, Inc. Through Resource Financial Institutions Group

and its affiliates, Mr. Govindan originated, monitored, and managed approximately $4.3 billion in debt and equity investments issued by community banks and other financial services companies. From 2000 to 2004, he was Principal of Beehive Ventures, LLC, an early stage private equity firm that invests in companies providing products and services to the financial services and media industries. Prior to that, he served as Director of Corporate Development for IQ Financial Systems, Inc., a DB Ventures portfolio company that was sold to Misys. Prior to that, he served as Associate in Fixed Income Derivatives at BT Alex Brown. He also serves on the boards of directors of Colorado National Bancorp and Bridge Entertainment, Inc., an online market research company and portfolio company of Beehive Ventures, LLC. Mr. Govindan is a graduate of University of Pennsylvania, B.A., 1995. Mr. Govindan’s extensive experience with respect to capital acquisition and capital markets, risk management, financial analysis, and oversight within the banking industry, as well as his experience and oversight overseeing the growth of early stage portfolio companies, bring significant value to our Board of Directors. Mr. Govindan has served as our Vice Chairman since 2013.

L. Blake Jones. Since 1974, Mr. Jones has been a partner with Scheuermann & Jones, a Louisiana-based law firm that practices throughout much of the United States. He currently serves as the firm’s managing partner. In addition, he serves on the board of directors of Helix BioMedix, Inc., a public company focused on the biomedical industry, where he is a member of the audit committee and governance committee. He also serves on the national board of directors for the not-for-profit St. Jude’s Ranch for Children, where he is a member of the audit committee. Mr. Jones is a graduate of Louisiana State University, B.A., 1968, and Tulane Law School, J.D., 1972. Mr. Jones’ extensive legal experience, his service on the boards of other companies, including his public company experience, and his relationships within the New Orleans community, make him a valued member of our Board of Directors.

Louis C. Lauricella. Since 1988, Mr. Lauricella has served as Managing Member and Director of Development for Lauricella Land Company, L.L.C., a commercial real estate development firm, and President of Lauricella & Associates, a real estate brokerage and consulting firm, each based in New Orleans. Since joining the Lauricella Land Company, he has overseen the development of more than 2.0 million square feet of commercial space and secured financing of over $175 million for Lauricella projects. Mr. Lauricella also serves as Vice Chairman of the New Orleans Recreation Development (NORD) Foundation and as Chairman of the Lauricella Land Company Foundation. He also serves on the Boards of the Jefferson Business Council and the Jefferson Community Foundation. Mr. Lauricella served as a director of First Bank & Trust (New Orleans) from 1994 to 2005. Mr. Lauricella is a graduate of Harvard College, B.A.,1978, and Tulane University, M.B.A. and J.D., 1984. Mr. Lauricella's extensive financing structures, his experience as a bank director, and his active involvement in many local professional and charitable organizations, enable him to provide valuable insight to our Board of Directors.

Mark G. Merlo. Since 1996, Mr. Merlo has worked at Castle Creek Capital, LLC, and is currently a Managing Principal of this private equity fund management company headquartered in Rancho Santa Fe, California. Mr. Merlo has over 20 years of experience in private equity investments and mergers and acquisitions in the financial services industry. Prior to joining Castle Creek, Mr. Merlo spent 11 years working at various bank and thrifts managing their investment portfolios, hedging interest rate risk and treasury operations. Mr. Merlo also serves as a director of Business Bancshares, Inc., its subsidiary Business Bank of St. Louis and Carlile Holdings, Inc. He has previously served on the boards of three other community banks. Mr. Merlo is a graduate of University of Missouri, Columbia, B.S., 1984. Mr. Merlo’s extensive prior experience as a director of numerous banking organizations, including his experience as a director of a publicly-traded banking organization, as well as his extensive experience with capital acquisition and management in the banking industry, add significant value to our Board of Directors.

Ashton J. Ryan, Jr. Mr. Ryan has served as President, Chief Executive Officer and Chairman of the Board of First NBC Bank since inception in 2006 and First NBC Bank Holding Company since its formation in 2007. From 1998 to 2005, Mr. Ryan served as President of First Trust Corporation and Chief Executive Officer and President of First Bank & Trust (New Orleans). From 1991 to 1998, he was President of First National Bank of Commerce, the lead bank of First Commerce Corporation, until First Commerce Corporation’s acquisition by Bank One in 1998. Mr. Ryan also served as senior executive vice-president in charge of all customer contact functions at First Commerce Corporation from 1992 to 1998. From 1971 to 1981, Mr. Ryan was a staff auditor, and from 1981 to 1991 a partner, at Arthur Andersen & Co. Mr. Ryan served on the board of directors of Stewart Enterprises, a NASDAQ-listed company, until its sale in December 2013. He also serves on the boards of directors of GNO, Inc., Louisiana Cancer Research Consortium, Early Childhood and Family Learning Center, Gulf Coast Housing Partnership, Junior Achievement, Delgado Community College Foundation, UNO Foundation, East Jefferson General Hospital and the Urban League of New Orleans and was an adjunct professor at the A.B. Freeman School of

Business at Tulane University for 30 years. Mr. Ryan is a graduate of Tulane University, B.S., 1969, and M.B.A., 1971. Mr. Ryan’s extensive business and banking experience, as well as his long-standing business and banking relationships in the community, make him exceptionally well qualified to serve on our Board of Directors and as Chairman of the Board.

Dr. Charles C. Teamer. Dr. Teamer has served as Vice Chairman of First NBC Bank since 2010. He previously served as Chairman of Dryades Savings Bank, FSB, a position he held from its inception in 1993 through its acquisition by First NBC Bank in 2010. Mr. Teamer was employed for more than 30 years with Dillard University, where he served in numerous capacities, including Vice President of Fiscal Affairs. He has also served as a member of the Board of Supervisors of the University of Louisiana System, the Board of Trustees of Tulane University and the Business and Higher Education Council at the University of New Orleans. Dr. Teamer has also held leadership positions in numerous New Orleans-based civic and community organizations. He has served as the Chairman of the boards of the Urban League of Greater New Orleans, the Board of Commissioners of the Port of New Orleans, the United Way, the Metropolitan Area Committee, the Greater New Orleans Foundation and the World Trade Center. He has also served on the boards of the Entergy-New Orleans, Alton Oschner Medical Foundation, the Audubon Institute, the Audubon Zoo Commission, the Southern Education Foundation, the New Orleans Center for Creative Arts, the Common Fund, the Children’s Hospital and the Boy Scouts of America. Dr. Teamer is a graduate of Clark Atlanta University, B.S., 1954. Dr. Teamer’s broad experience in leadership positions in local business, public and civic organizations, his long-standing relationships within the New Orleans community and his extensive experience as a bank director, enable him to provide significant contributions to our Board of Directors.

Joseph F. Toomy. Since 2000, Mr. Toomy has been an independent insurance broker based in Gretna, Louisiana. He served from 1981 to 2000 in numerous capacities with Delgado Community College in New Orleans, including as Vice Chancellor of Administrative Affairs. Mr. Toomy is a member of the Algiers Development District, a special taxing district and local redevelopment authority within the City of N.O. Mr. Toomy is also a member of the Board of Catholic Charities of New Orleans and Chairman of PACE (Program for the All Inclusive Care of the Elderly) Greater New Orleans, a non-profit corporation affiliated with the Archdiocese of New Orleans. From 1984 to 2008, he served as the District 85 member of the Louisiana House of Representatives. He is also a former Chairman of the Board of Commissioners of the Port of New Orleans. Mr. Toomy is a graduate of Tulane University, B.A., 1971, and M.B.A., 1973. Mr. Toomy’s long-standing business and personal relationships in the New Orleans metropolitan area, his extensive business and governmental sector experience, and long-time involvement in local civic organizations, make him a valued member of on our Board of Directors.



Our Board of Directors recommends that shareholders vote “FOR” the election of the 12 persons nominated by the Board to serve as directors.

ITEM TWO -
RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015

Shareholders will also vote at the annual meeting on a proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2015. Ernst & Young has examined our financial statements each year since our inception, and its engagement for 2015 has been reviewed and approved by our Audit Committee. Although we are not required to seek shareholder ratification of this appointment, the Board of Directors believes that the selection of an independent registered public accounting firm is an important matter to shareholders. Accordingly, the Board of Directors considers a proposal for shareholders to ratify this appointment to be an opportunity for shareholders to provide input to the Audit Committee and the Board of Directors on a key corporate governance issue. Representatives of Ernst & Young will be present at the annual meeting to answer appropriate questions and to make a statement if they desire. Additional information regarding Ernst & Young is provided below.



Our Board of Directors recommends that shareholders vote “FOR” the proposal to ratify Ernst & Young as our independent registered public accounting firm for 2015.

Ernst & Young Fees

The following table presents fees for professional services rendered by Ernst & Young for 2014 and 2013:



	2014		2013
Audit Fees	$	1,636,649	$	513,599
Audit-related Fees	73,200		418,025
Tax Fees	134,000		165,500
All other fees	3,100		0

As defined by the Securities and Exchange Commission, (i) “audit fees” are fees for professional services rendered by the independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”

Audit Committee Pre-Approval Policies and Procedures

The Audit Committee selects and oversees our independent auditor. In addition, it is required to pre-approve the audit and non-audit services performed by our independent auditor to ensure that they do not impair the auditor’s independence. Federal securities regulations specify the types of non-audit services that an independent auditor may not provide to us and establish the Audit Committee’s responsibility for administration of the engagement of our independent auditors. During 2014, the Audit Committee pre-approved all services provided to us by our independent auditor.

Report of the Audit Committee of the Board of Directors

The Audit Committee’s general role is to assist the Board of Directors in overseeing the financial reporting process and related matters of First NBC Bank Holding Company and its consolidated subsidiaries, or First NBC. Each member of the committee is “independent” as that term is defined by the Nasdaq Stock Market rules.

The Audit Committee has reviewed and discussed with management and Ernst & Young LLP, First NBC’s independent registered public accounting firm, the audited financial statements of First NBC to be included in its Annual Report on Form 10-K for the year ended December 31, 2014.

The Audit Committee reviewed with the independent auditor, which is responsible for expressing an opinion on the conformity of those audited consolidated financial statements and related schedules with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of First NBC’s accounting principles and such other matters as are required to be discussed with the Audit Committee by the standards of the Public Company Accounting Oversight Board, including Auditing Standard No. 16, Communications With Audit Committees, the rules of the Securities and Exchange Commission, and other applicable regulations. In addition, the Audit Committee discussed with the independent auditor the firm’s independence from First NBC’s management and First NBC, including the matters in the letter from the firm required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, and considered the compatibility of non-audit services with the independent auditor’s independence.

It is not the duty of the Audit Committee to plan or conduct audits or to determine that First NBC’s financial statements are complete and accurate and in accordance with generally accepted accounting principles; that is the responsibility of management and Ernst & Young LLP. In giving its recommendation to the Board of Directors, the Audit Committee has relied on (1) management’s representation that the financial statements have been prepared with integrity and objectivity and in conformity with generally accepted accounting principles and (2) the reports of Ernst & Young LLP with respect to those financial statements.

Based on the review and discussion referenced above, the Audit Committee recommends to the Board of Directors that the audited financial statements be included in First NBC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission.



Submitted by the Audit Committee of the Board of Directors
Joseph F. Toomy (Chairman)
Shivan Govindan
L. Blake Jones
Leander J. Foley, III



Dated: March 27, 2015

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are committed to having sound corporate governance principles, which are essential to running our business efficiently and maintaining our integrity in the marketplace. Our Board of Directors has adopted Corporate Governance Guidelines, which set forth the framework within which our Board, assisted by Board committees, directs the affairs of our organization. The Guidelines address, among other things, the composition and functions of the Board, director independence, compensation of directors, management succession and review, Board committees and selection of new directors. In addition, our Board of Directors adopted a Code of Conduct that applies to all of our directors, officers and employees, as well as a separate Code of Ethics for Principal Executive and Senior Financial Officers, including our Chief Executive Officer and Chief Financial Officer. Our Corporate Governance Guidelines, as well the Code of Conduct and Code of Ethics, are available on our website at www.firstnbcbank.com. Any amendments to the Code of Ethics, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by the Nasdaq Stock Market rules.

Board Independence

Under the rules of the Nasdaq Stock Market, independent directors must comprise a majority of our Board of Directors. The rules of the Nasdaq Stock Market, as well as those of the Securities and Exchange Commission, also impose several other requirements with respect to the independence of our directors. Our Board of Directors has evaluated the independence of its members based upon the rules of the Nasdaq Stock Market and the Securities and Exchange Commission. Applying these standards, our Board of Directors has affirmatively determined that, with the exception of Chairman and Chief Executive Officer Ashton J. Ryan, Jr. and Dr. Charles C. Teamer, each of our current directors is an independent director, as defined under the applicable rules. The Board determined that Messrs. Ryan and Teamer do not qualify as independent directors because each is an employee of First NBC Bank.

Leadership Structure

Our Board of Directors meets quarterly, and more often as necessary, and the Board of Directors of First NBC Bank meets monthly, and more often as necessary. Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the Board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the Board. The Board has determined that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders at this time. This structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The Board views this arrangement as also providing an efficient nexus between our organization and the Board, enabling the Board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the Board in a timely manner.

Although the Board believes that it is effective to have the Chairman and Chief Executive Officer positions combined in one person at this time, it also recognizes the importance of strong independent leadership on the Board. Accordingly, in addition to maintaining a significant majority of independent directors and wholly-independent Audit, Compensation, and Nominating and Governance Committees, the Board of Directors has designated director Joseph F. Toomy to serve as Lead Independent Director. The Lead Independent Director serves as a liaison between the Chairman and the other independent directors and has the authority to call and chair meetings of the independent directors as often as necessary.

Compensation Committee Interlocks and Insider Participation

During 2014, none of the members of our Compensation Committee was or had been an officer or employee of First NBC Bank Holding Company or First NBC Bank. In addition, none of our executive officers serves or has served as a member of the Board of Directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Shareholder Communications with Our Board of Directors

Our Board of Directors has established a process for shareholders to communicate with the Board of Directors or with individual directors or groups of directors, including the independent directors as a group. Shareholders who wish to communicate with our Board of Directors or with individual directors or groups of directors should direct written correspondence to our Corporate Secretary at our principal executive offices located at 210 Baronne Street, New Orleans, Louisiana 70112. Any such communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Communications may be confidential or anonymous. We will initially receive and process communications before forwarding them to the addressee. Communications may also be referred to other departments within our organization. We generally will not forward to the directors a communication that we determine to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about us.

Director Qualifications

Our Board of Directors considers all qualified candidates identified by members of the Board of Directors, by senior management and by shareholders. The Nominating and Governance Committee recommends nominees for election to the Board. The Board of Directors has determined this practice of selecting directors to be appropriate as a means of ensuring diversity of viewpoints, background, experience and similar demographics on the Board of Directors. The Nominating and Governance Committee reviews each candidate’s biographical information and assesses each candidate’s independence, skills and expertise, based on the variety of factors, including the following criteria:


•	Demonstrated ability and sound judgment that usually will be based on broad experience;


•	Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;


•	Willingness to objectively appraise management performance;


•	Giving due consideration to potential conflicts of interest, current knowledge and contacts in the communities in which we conduct business and in our industry or other industries relevant to our business;


•	Ability and willingness to commit adequate time to Board and committee matters including attendance at Board meetings, committee meetings, and annual shareholders meetings;


•	Commitment to serve on the Board over a period of several years to develop knowledge about our principal operations;


•	Fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of our organization and the interests of our shareholders; and


•	Diversity of viewpoints, background, experience and similar demographics.

Application of these factors involves the exercise of judgment by the Nominating and Governance Committee and the Board of Directors.

We do not have a formal policy regarding the consideration of diversity in identifying director nominees, but our Board of Directors strives to nominate directors with a variety of complementary skills so that, as a group, our Board of Directors will possess the appropriate talent, skills and expertise to oversee our businesses.

We believe that it is appropriate that our Board of Directors be comprised of a majority of independent directors and that at least one audit committee financial expert serve on the Audit Committee. Based on its assessment of each candidate’s independence, skills and qualifications and the criteria discussed above, the Nominating and Governance Committee makes recommendations regarding director nominees to the Board. The

Nominating and Governance Committee follows the same process and uses the same criteria for evaluating candidates proposed by shareholders, members of the Board of Directors and members of senior management.

Board Meetings

Our Board of Directors held eight scheduled meetings in 2014. Information regarding meetings of the various committees is described below. All directors attended at least 75% of the Board and committee meetings on which they served during 2014. Directors are encouraged to attend annual meetings of our shareholders, although we have no formal policy on director attendance at annual meetings.

Board Committees

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Governance Committee and the Merger and Acquisition Committee. Our Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, the performance of our internal audit function and independent auditors, and risk assessment and risk management. Among other things, the Audit Committee:


•	annually reviews the Audit Committee charter and the committee’s performance;


•	appoints, evaluates and determines the compensation of our independent auditors;


•	reviews and approves the scope of the annual audit, the audit fee and the financial statements;


•	reviews disclosure controls and procedures, internal controls, internal audit function, and corporate policies with respect to financial information;


•	oversees investigations into complaints concerning financial matters, if any; and


•	reviews other risks that may have a significant impact on our financial statements.

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding to engage, outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the Securities and Exchange Commission and the Nasdaq Stock Market for Audit Committees. In addition, we have determined that each member of the Audit Committee qualifies as an “audit committee financial expert.” The Audit Committee has adopted a written charter, which is available on our website. The members of the Audit Committee are Shivan Govindan, L. Blake Jones, Joseph F. Toomy and Leander J. Foley, III. The committee held eight meetings in 2014.

Compensation Committee. The Compensation Committee is responsible for discharging the Board’s responsibilities relating to compensation of the executives and directors. Among other things, the Committee:


•	evaluates human resources and compensation strategies;


•	reviews and approves objectives relevant to executive officer compensation;


•	evaluates performance and determines the compensation of the Chief Executive Officer in accordance with those objectives;


•	approves any changes to non-equity based benefit plans involving a material financial commitment;


•	recommends to the Board of Directors compensation for directors; and


•	evaluates performance in relation to the Compensation Committee charter.

The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of the Securities and Exchange Commission and the Nasdaq Stock Market. The Compensation Committee has adopted a written charter, a copy of which is available on our website. The members of the Compensation Committee are William M. Carrouche, John F. French and Leon L. Giorgio. The committee held seven meetings in 2014.

The Compensation Committee works throughout the year in its formal meetings, discussions with consultants, interaction with management and review of compensation-related materials developed for it. The Compensation Committee works closely with executive management, primarily our Chief Executive Officer, in assessing the appropriate compensation approach and levels. The Compensation Committee is empowered to advise management and make recommendations to the Board of Directors with respect to the compensation and other employment benefits of executive officers and key employees. The Compensation Committee establishes objectives for our Chief Executive Officer and sets the Chief Executive Officer’s compensation based, in part, on the evaluation of peer group data. The Compensation Committee also administers our long-term compensation plans and our incentive bonus programs for executive officers and key employees.

The Compensation Committee regularly reviews our compensation programs to ensure that remuneration levels and incentive opportunities are competitive and reflect performance. Factors taken into account in assessing the compensation of individual officers include our overall performance, the officer’s performance and contribution, experience, strategic impact, external equity and market value, internal equity and fairness, and retention priority. There are no material differences in compensation policies for our executive officers, as all relate primarily to performance and contribution in achieving consolidated results. In the case of our executive officers other than our Chief Executive Officer, our Chief Executive Officer makes recommendations to the Compensation Committee about each of their individual compensation levels. The Compensation Committee may delegate the specific allocation of certain salary increase or annual incentive awards to the Chief Executive Officer to determine the allocation for other executives.

The Compensation Committee regularly uses salary surveys and peer group information when evaluating compensation strategy. In 2014, the Compensation Committee engaged McLagan Partners, a compensation consulting firm and division of Aon Hewitt, to provide salary surveys, peer group information and other advice with respect to executive compensation matters. McLagan Partners reported to and acted at the direction of the Compensation Committee. During 2014, it assisted the Compensation Committee in reviewing the compensation program for management, provided data relating to our industry and a representative peer group for comparison (but not specifically benchmarking) purposes, and advised the Compensation Committee on best practices for executive compensation, including advising on salaries, bonuses and equity-based awards with respect to our executive officers. The consultant also provided guidance related to incentive program design, including with respect to the First NBC Bank Holding Company 2014 Omnibus Incentive Plan, which was approved by our shareholders at the 2014 annual meeting. Our management provided input to McLagan Partners, but did not have the authority to direct or oversee its activities with respect to our executive compensation programs. The Compensation Committee believes that McLagan Partners is able to provide independent, objective compensation advice to the Compensation Committee. Other than providing the advice and services to the Compensation Committee, McLagan Partners provided no other material services to us, and the Compensation Committee is not aware of any conflict of interest that existed that would have prevented McLagan Partners from being so independently engaged.

Nominating and Governance Committee. The Nominating and Governance Committee is responsible, among other things, for:


•	identifying individuals qualified to be directors consistent with the criteria approved the Board of Directors and recommending director nominees to the full Board of Directors;


•	ensuring that the independent committees of the Board of Directors have the benefit of qualified “independent” directors;


•	overseeing management continuity planning;


•	leading the Board of Directors in its annual performance review; and


•	taking a leadership role in shaping the corporate governance of our organization.

The Nominating and Governance Committee is composed solely of members who satisfy the applicable independence requirements of the Securities and Exchange Commission and the Nasdaq Stock Market. The Nominating and Governance Committee has adopted a written charter, a copy of which is available on our website. The members of the Nominating and Governance Committee are William M. Carrouche, John F. French, Leon L. Giorgio, Shivan Govindan, L. Blake Jones, Louis V. Lauricella, Mark G. Merlo and Joseph F. Toomy. The committee held one meeting in 2014.

Merger and Acquisition Committee. The Merger and Acquisition Committee meets on an as-needed basis to evaluate acquisition opportunities and make recommendations to the Board of Directors on all such opportunities. The Committee has evaluated at least nine potential acquisitions since our inception. In connection with the evaluation of potential acquisitions, the Committee may conduct feasibility studies, if appropriate. The Committee also oversees the due diligence process undertaken by management in the context of potential transactions. The members of the Merger and Acquisition Committee are John F. French, Shivan Govindan, Ashton J. Ryan, Jr. and Joseph F. Toomy. The committee held four meetings in 2014.

Information Regarding Executive Officers

A brief description of the background of each of our executive officers is set forth below. No executive officer has a family relationship with any other executive officer or director.

Ashton J. Ryan, Jr. For biographical information regarding Mr. Ryan, see the section titled “Item One – Election of Directors - Information Regarding Director Nominees” elsewhere in this proxy statement.

William J. Burnell. Mr. Burnell, age 65, has served First NBC Bank as Chief Credit Officer since its inception in 2006. He has also served in the same capacity with First NBC Bank Holding Company since its inception in 2007. Mr. Burnell was President and Executive Director of Business Resource Capital Specialty Business from 2000 to 2006 and was a Practice Manager for Oracle Corporation from 1999 to 2000. Before that, he was Credit Review Manager at First National Bank of Commerce for 19 years, prior to its acquisition by Bank One in 1998. He is a graduate of the University of Alabama, B.S., 1971.

Marsha S. Crowle. Ms. Crowle, age 53, has served First NBC Bank as Chief Compliance Officer since its inception in 2006. She has also served in the same capacity with First NBC Bank Holding Company since its inception in 2007. Prior to her employment with First NBC Bank, Ms. Crowle was a Senior Vice President and Chief Compliance Officer for First Bank & Trust (New Orleans) from 1996 to 2006 and served as Compliance Officer while employed by Delta Bank from 1981 to 1996.

George L. Jourdan. Mr. Jourdan, age 70, has served First NBC Bank as Executive Vice President and Chief Operations Officer since its inception in 2006. He has also served in the same capacity for First NBC Bank Holding Company since its inception in 2007. Prior to his employment with First NBC Bank, he served as Project Manager at Science Applications International from 2001 to 2005 and Senior Vice President of Information Technology for First Commerce Corporation for over 30 years. Mr. Jourdan is a graduate of Louisiana State University, Baton Rouge, B.S., 1967.

William M. Roohi. Mr. Roohi, age 49, has served First NBC Bank as Senior Vice President and Director of Human Resources, and as Manager of Trust Operations and Administration, since its inception in 2006. He has also served as Senior Vice President and Director of Human Resources at First NBC Bank Holding Company since its inception in 2007. Before joining First NBC Bank, Mr. Roohi had 20 years of banking experience, serving in various capacities with First Bank & Trust (New Orleans), IBERIABANK Corporation, Hibernia Corporation, Bank One

Corporation and First Commerce Corporation. He is a graduate of Spring Hill College, B.S. 1987, and holds a Senior Professional of Human Resources designation.

Mary Beth Verdigets. Ms. Verdigets, age 47, has served First NBC Bank and First NBC Bank Holding Company as Executive Vice President and Chief Financial Officer since 2011, after serving First NBC Bank as Chief Accounting Officer from 2006 to 2008 and Chief Asset/Liability Management Officer from 2008 to 2011. Before joining First NBC Bank, she served as Vice President and Manager of Financial Planning at First Bank and Trust from 2000 to 2006, as a financial analyst at Whitney National Bank from 1999 to 2000, and in various accounting related positions for First Commerce Corporation from 1993 to 1999. Ms. Verdigets is a graduate of Tulane University, B.S., 1989, and is a certified public accountant.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides information regarding the beneficial ownership of our common stock for:


•	each person known to us to be the beneficial owner of more than five percent of our common stock;


•	each of our directors, director nominees and executive officers; and


•	all directors and executive officers, as a group.

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

The number of shares beneficially owned by each of the persons known to us to be the beneficial owner of more than five percent of our common stock is based on beneficial ownership information, as of December 31, 2014, contained in the report filed by each such person with the Securities and Exchange Commission. The number of shares beneficially owned by our directors, director nominees and executive officers is based on beneficial ownership information as of March 23, 2015. The table below calculates the percentage of beneficial ownership based on 18,609,753 shares of common stock outstanding as of March 23, 2015, except as follows. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within sixty days of March 23, 2015. However, we did not deem these shares outstanding for the purpose of computing the percentage ownership of any other person. Beneficial ownership representing less than 1% is denoted with an asterisk (*).



	Number of Shares	Percent of Class
Name of Beneficial Owner
Greater than 5% shareholders
Castle Creek Partners IV, L.P. (1)	1,839,099	9.88%
FMR LLC (2)	1,401,100	7.53%
Wellington Management Company, LLP (3)	1,154,586	6.20%
Directors and Executive Officers
William D. Aaron, Jr. (4)	43,200	*
William J. Burnell (5)	66,534	*
William M. Carrouche (6)	8,855	*



Marsha S. Crowle (7)	63,160	*
Leander J. Foley, III (8)	106,524	*
John F. French (9)	140,712	*
Leon L. Giorgio, Jr. (10)	68,320	*
Shivan Govindan	0	*
L. Blake Jones (11)	126,820	*
George Jourdan (12)	45,809	*
Louis V. Lauricella (13)	205,523	1.11%
Mark G. Merlo (14)	0	*
William M. Roohi (15)	20,949	*
Ashton J. Ryan, Jr. (16)	469,231	2.52%
Dr. Charles C. Teamer (17)	51,884	*
Joseph F. Toomy (18)	98,320	*
Mary Beth Verdigets (19)	41,913	*
All directors and executive officers, as a group (17 persons)	1,557,754	8.22%

(1) Based on the Schedule 13G filed with the Securities and Exchange Commission on February 3, 2014, Castle Creek Partners IV, LP, Castle Creek Capital IV LLC and John M. Eggemeyer III may be deemed to be the beneficial owner of the reported shares. Mr. Eggemeyer is a managing principal of Castle Creek Capital IV LLC, the sole general partner of Castle Creek Partners IV, LP. Castle Creek Capital IV, LLC and Mr. Eggemeyer each disclaim beneficial ownership of the reported shares, except to the extent of their respective pecuniary interests in Castle Creek Partners IV, LP. The business address for Castle Creek Partners IV, LP, Castle Creek Capital IV LLC and John M. Eggemeyer III is 6051 El Tordo, Rancho Santa Fe, California 92067. Does not include 364,983 shares of Series C preferred stock, which are convertible into common stock subject to certain exceptions, including that the conversion will not cause the holder to own or control in the aggregate more than 9.9% of our common stock without prior regulatory approval.

(2) Based on the Schedule 13G filed with the Securities and Exchange Commission on February 13, 2015, FMR LLC, Edward C. Johnson 3d and Abigail P. Johnson reported shared voting and dispositive power over all shares beneficially owned. Their address is c/o FMR LLC, 245 Summer Street, Boston, Massachusetts 02210.

(3) Based on the Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2015, Wellington Management Group, LLP, in its capacity as investment advisor, reported shared voting and dispositive power over all shares beneficially owned, which are held of record by clients of Wellington Management Group, LLP. The address of Wellington Management Company, LLP is 280 Congress Street, Boston, Massachusetts 02210.


(4)	Includes warrants to purchase 10,000 shares and options to purchase 3,200 shares of common stock.


(5)	Includes options to purchase 65,007 shares of common stock and 663 shares of common stock allocated to Mr. Burnell’s account in the ESOP.


(6)	Includes options to purchase 8,000 shares of common stock.


(7)	Includes options to purchase 61,507 shares of common stock and 689 shares of common stock allocated to Ms. Crowle’s account in the ESOP.


(8)	Includes warrants to purchase 23,602 shares and options to purchase 4,800 shares of common stock.


(9)	Includes 54,696 shares held of record by Penthouse Apartment Management, L.L.C. and 58,696 shares held of record by The Columbus Group, Inc., entities over which Mr. French exercises control, warrants to purchase 10,000 shares of common stock, and options to purchase 8,000 shares of common stock.


(10)	Includes 22,500 shares held of record by Select Properties, Ltd., 10,000 shares held of record by J.K. Lee, Inc. and 15,000 shares held of record by 2121 Limited Partnership, over all of which Mr. Giorgio has beneficial ownership, and options to purchase 8,000 shares of common stock.


(11)	Includes warrants to purchase 10,000 shares and options to purchase 8,000 shares of common stock.


(12)	Includes options to purchase 37,627 shares of common stock and 680 shares of common stock allocated to Mr. Jourdan’s account in the ESOP.


(13)	Includes 200,000 shares held of record by Elmwood Banking Investment, L.L.C., a wholly-owned subsidiary of Lauricella Land Company, L.L.C., an entity for which Mr. Lauricella serves as managing member, and options to purchase 4,800 shares of common stock.


(14)	Does not include any shares of common stock held by Castle Creek Partners IV, L.P., which are described in note 1 to this table, for which Mr. Merlo disclaims beneficial ownership.


(15)	Includes options to purchase 20,127 shares of common stock and 520 shares of common stock allocated to Mr. Roohi’s account in the ESOP.


(16)	Includes 745 shares of common stock allocated to Mr. Ryan’s account in the ESOP and 435,000 shares of common stock pledged as collateral to secure outstanding debt obligations.


(17)	Includes warrants to purchase 12,918 shares of common stock, options to purchase 8,000 shares of common stock, and 203 shares of common stock allocated to Dr. Teamer’s account in the ESOP.


(18)	Includes options to purchase 8,000 shares of common stock.


(19)	Includes options to purchase 40,630 shares of common stock and 535 shares of common stock allocated to Ms. Verdigets’ account in the ESOP.

COMPENSATION INFORMATION

The following section provides information regarding compensation for:


•	Ashton J. Ryan, Jr., Chairman of the Board, President and Chief Executive Officer;


•	William J. Burnell, Senior Executive Vice President and Chief Credit Officer;


•	Marsha S. Crowle, Senior Executive Vice President and Chief Compliance Officer; and


•	Mary Beth Verdigets, Executive Vice President and Chief Financial Officer.

For purposes of this proxy statement, we are treating each of these individuals as a named executive officer, although we are not required to do so with respect to Ms. Verdigets under the regulations of the Securities and Exchange Commission. We have not entered into employment agreements with any of our executive officers or employees, each of whom serves at the pleasure of our Board of Directors and is an “at will” employee.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2014 and 2013. All cash compensation paid to each of our named executive officers was paid by First NBC Bank, where each serves in the same capacity.

Shareholders previously approved the 2014 Omnibus Incentive Plan to enable us to continue to attract, retain and motivate officers, key employees and non-employee directors by providing incentives for superior performance contributing to our overall goal of increasing shareholder value and further aligning the interests of these key individuals with those of our shareholders. The 2014 Omnibus Plan authorized our Compensation Committee to establish performance measures for purposes of awards issued under the plan and performance measures were established by the Compensation Committee beginning with the 2014 performance year. A peer group was established based on comparable size, composition and performance. Company-wide financial performance metrics were established for proxy officers to earn both cash and stock incentives and included minimum, target and maximum dollar incentive awards based on the company’s achievement versus goals. Performance goals for Return on Average Assets, Asset Quality, and Net Income Growth were established for the performance year based on a review of the Company’s performance expectations and the performance of its peers. Cash incentive award amounts were weighted 60% based on the Company’s financial performance results and 40% based on the discretion of the Compensation Committee. The Company exceeded its target performance levels and the Committee determined that the discretionary portion should be paid on the same basis as calculated under the financial performance portion. Cash incentives awarded under the plan are included in the following table under the column titled “Non-Equity Incentive Plan”.

Stock option and restricted stock awards in 2014 were granted at the discretion of the Compensation Committee. Awards vest ratably in annual installments over a period of three years.



Name and Principal Position	Year	Salary		Bonus	Non-Equity Incentive Plan	Option Awards(1)		Stock Awards(2)		All Other Compensation		Total
Ashton J. Ryan, Jr.	2014	$	491,667		550,000	$	—	$	—	$	425,411	$	1,467,078
Chairman, President and Chief Executive Officer	2013	441,667		450,000		—		—		321,499		1,213,166
Chairman, President and Chief Executive Officer
William J. Burnell	2014	280,934			200,000	39,262		29,678		13,774		563,618
Sr. Executive Vice President and Chief Credit Officer	2013	255,100		154,500		50,300		—		13,849		473,749
Sr. Executive Vice President and Chief Credit Officer
Marsha S. Crowle	2014	280,934			170,000	39,262		29,678		13,744		533,618
Sr. Executive Vice President and Chief Compliance Officer	2013	255,100		154,500		50,300		—		13,489		473,749
Sr. Executive Vice President and Chief Compliance Officer
Mary Beth Verdigets	2014	213,434			95,000	29,446		22,259		11,877		372,016
Executive Vice President and Chief Financial Officer	2013	202,600		77,250		37,725		—		11,607		329,182
Executive Vice President and Chief Financial Officer

(1)

The amounts shown in this column reflect the grant date fair value of these awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. See note 24 to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2014 for additional information regarding the assumptions made in the valuation. The actual number of awards granted is shown in the section titled “Outstanding Equity Awards at Fiscal Year-End” below.


(2)	The amounts show in this column reflect the fair value of these restricted stock awards as of the date of grant.

All Other Compensation

The following table provides information regarding each component included in the “All Other Compensation” column for 2014 in the Summary Compensation Table above. Other benefits provided by the company to the officers listed below are substantially on the same basis as other full-time employees of the company.



Description	Ashton J. Ryan, Jr.		William J. Burnell		Marsha S. Crowle		Mary Beth Verdigets
Employer 401(k) contributions	$	10,400	$	10,400	$	10,400	$	8,533
Employer ESOP contributions	3,344		3,344		3,344		3,344
Forgivable loan compensation recognized	400,000		—		—		—
Nonqualified deferred compensation (1)	11,667		—		—		—
Total	$	425,411	$	13,744	$	13,744	$	11,877


(1)	Matching contributions by the company based on employee contributions made to the non-qualified deferred compensation plan.

Stock Incentive Plan

The First NBC Bank Holding Company 2014 Omnibus Incentive Plan, or the 2014 Omnibus Plan, became effective on May 22, 2014 following the approval of our shareholders at the 2014 annual meeting. The 2014 Omnibus Plan, which replaced the First NBC Bank Holding Company Stock Incentive Plan, as amended, or 2006 Plan, was adopted to enable us to continue to attract, retain and motivate officers, key employees and non-employee directors by providing incentives for superior performance. The 2014 Omnibus Plan permits awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, cash-based awards, and other stock-based awards.

The maximum number of shares as to which awards may be granted under the 2014 Omnibus Plan was 1,074,927 as of December 31, 2014. This amount included the number of awards issued under the 2006 Plan that were forfeited during 2014 and became available for grant under the 2014 Plan. As of March 23, 2015, the maximum number of shares available for issuance was 1,071,221. All stock options and restricted stock awards under the 2014 Omnibus Plan and its predecessor plan have been made by means of an award agreement, which contains the specific terms and conditions of the grant, which may include terms relative to vesting, rights upon death, disability or other termination of service, rights upon change in control, acceleration of benefits, transferability and amendments, among other things.

Most stock options granted under the 2014 Omnibus Plan, and its predecessor, other than the stock option grants to our directors, vest ratably in annual installments over a period of three years from the date of grant date, beginning on the first anniversary of the grant date. Stock options granted under the 2006 Plan to directors vest ratably in annual installments over a period of five years from the date of grant date, beginning on the first anniversary of the grant date. The term of an option cannot exceed 10 years from the date of grant. Options that have not vested upon the termination of the option holder’s employment with First NBC Bank expire immediately, while vested options must be exercised within 15 days after the date of termination of employment. If we experience a “change in control,” as defined in the applicable plan or agreement, unless otherwise provided in an award agreement, all outstanding stock options become immediately exercisable and all restrictions on restricted stock lapse.

Outstanding Equity Awards at Fiscal Year-End

The following table provides additional information as of December 31, 2014 regarding outstanding stock option awards and restricted stock issued to each of our named executive officers. There were no outstanding equity awards other than stock options and restricted stock held by any of our named executed officers as of December 31, 2014. Each of the stock option awards shown below was issued under the 2006 Plan and vests ratably in annual installments over a period of three years from the grant date, beginning on the first anniversary of the grant date.



	Option Awards					Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price		Option Expiration Date	Number of Shares of Stock That Have Not Vested (4)	Market Value of Shares of Stock That Have Not Vested (5)
William J. Burnell	20,000	—	$	10.00	5/19/2016	864	$	30,413
	30,000	—	12.23		2/24/2021
	5,000	2,500(1)	14.20		2/16/2022
	3,333	6,667(2)	15.88		2/21/2023
	—	2,520(3)	34.35		3/28/2024
Marsha S. Crowle	20,000	—	10.00		5/19/2016	864	$	30,413
	30,000	—	12.23		2/24/2021
	5,000	2,500(1)	14.20		2/16/2022
	3,333	6,667(2)	15.88		2/21/2023
	—	2,520(3)	34.35		3/28/2024
Mary Beth Verdigets	10,000	—	10.00		5/19/2016	648	$	22,810
	10,000	—	12.23		2/24/2021
	10,000	—	12.70		6/22/2021
	3,333	1,667(1)	14.20		2/16/2022
	2,500	5,000(2)	15.88		2/21/2023
	—	1,890(3)	34.35		3/28/2024


(1)	These awards vested on February 16, 2015.


(2)	One-half of the unexercisable option awards vested on February 21, 2015, and the remaining one-half of the option awards will vest on February 21, 2016.


(3)	One-third of the options awards vested on March 28, 2015, one-third of the options awards will vest on March 28, 2016, and the remaining one-third of the option awards will vest on March 28, 2017.


(4)	Represents awards of restricted stock that were issued on March 28, 2014 and vest ratably over a period of three years. One-third of the restricted shares vested on March 28, 2015, one-third will vest on March 28, 2016 and one-third will vest on March 28, 2017.


(5)	Based on closing price of $35.20 on December 31, 2014.

401(k) Retirement Plan

We maintain a defined contribution 401(k) retirement savings plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401 of the Code so that contributions to our 401(k) plan and income earned on those contributions are not taxable to participants until withdrawn or distributed from the 401(k) plan. Under our 401(k) plan, each employee is fully vested in his or her deferred salary contributions and our safe harbor plan contributions. Employee contributions are held and invested by the plan’s trustee. Our 401(k) plan also permits us to make discretionary contributions and matching contributions, subject to established limits and a vesting schedule.

Deferred Compensation Plan

On June 30, 2012, we established a non-qualified deferred compensation plan to provide certain additional retirement benefits to our officers and key employees and those of our affiliates, including First NBC Bank. Under the plan, a participant is permitted to defer compensation, subject to certain limitations, generally until a fixed future date of his or her retirement. In our sole discretion, we may make matching contributions to participants’ accounts. Participants are fully vested in their contributions at the time of deferral, and those contributions may not be forfeited. Contributions made to participant accounts under the plan are 100% vested.

Employee Stock Ownership Plan

We have established an employee stock ownership plan, or ESOP, for the benefit of eligible employees. The Compensation Committee administers the ESOP and makes recommendations to our Board of Directors with respect to the annual discretionary contribution. All participants in the ESOP vest in the annual allocations to their respective accounts at 20% per year. The ESOP is also intended to qualify as a tax-qualified plan under the Code so that contributions to the ESOP and the increase in the value of the shares held under the ESOP are not taxable to participants until withdrawn or distributed from the ESOP.

Director Compensation

We pay our directors, other than Mr. Ryan, based on the directors’ participation in Board and committee meetings held throughout the year, and First NBC Bank pays its directors in the same manner. Mr. Ryan does not receive any direct remuneration for serving as a director of First NBC Bank or us. During 2014, our directors (and those of First NBC Bank) received $1,800 per Board meeting attended and $500 per committee meeting attended. Directors who serve as committee chairs received an additional $400 per month for serving in that role. Each director may elect to receive up to half of his director’s fees in the form of common stock, rather than solely in cash. Finally, on May 24, 2012, we granted stock options to each of our directors, as well as those of First NBC Bank, other than Mr. Merlo. Each of our directors received a grant of 12,000 options, and each director of First NBC Bank received a grant of 8,000 options. These options vest ratably in annual installments over a period of five years from the grant date, beginning on the first anniversary of the grant date, and expire ten years from the grant date. The fair value of the stock options issuable to Mr. Merlo was paid to Castle Creek Advisors IV, L.L.C.

The following table sets forth compensation paid, earned or awarded during 2014 to each of our directors other than Mr. Ryan, who is not compensated for his service on the Board and whose compensation is set forth on the “Summary Compensation Table” elsewhere in this proxy statement. The table includes compensation earned by each director that is attributable to his service as a director of First NBC Bank.



Name	Fees Earned or Paid in Cash (1)		All Other Compensation		Total
William D. Aaron, Jr.	$	36,300	$	—	$	36,300
William M. Carrouche	45,438		—		45,438
Leander J. Foley III	10,118		—		10,118
John F. French	35,038		—		35,038
Leon L. Giorgio Jr.	42,738		—		42,738
Shivan Govindan (2)	38,400		—		38,400
L. Blake Jones	35,138		—		35,138
Louis V. Lauricella	9,118		—		9,118
Mark G. Merlo (3)	41,968		—		41,968
Charles C. Teamer (4)	36,938		95,286		132,224
Joseph F. Toomy	40,838		—		40,838


(1)	Include in this column are director’s fees and a portion of their fees each director elected to receive in the form of common stock rather than cash.


(2)	Of this amount, $21,000 was paid in the name of Resource Financial Institutions Group, Inc., $9,200 was paid in the name of Hidden Brook Enterprises, LLC, and $8,200 was paid in the name of Shivan Govindan.


(3)	All fees were paid in the name of Castle Creek Advisors IV, LLC. Cash fees include payment of the fair value of the vested portion of the stock options described above.


(4)	Amounts in the “All Other Compensation” column represent compensation paid to Dr. Teamer in his capacity as an employee of First NBC Bank.

Directors have been and will continue to be reimbursed for travel, food, lodging and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by the indemnification provisions in our articles of incorporation and bylaws, as well as the articles of incorporation and bylaws of First NBC Bank.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In addition to the compensation arrangements with directors and executive officers described in “Executive Compensation” above, the following is a description of each transaction or arrangement since January 1, 2014, and each proposed transaction or arrangement in which:


•	we have been or are to be a participant;


•	the amount involved exceeds or will exceed $120,000; and


•	any of our directors, executive officers or beneficial holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.

Certain Investor Rights

In connection with our 2011 private placement offering, we sold (i) 523,863 shares of our common stock, and 1,680,219 shares of our Series C preferred stock, to Castle Creek Capital Fund IV, L.P. and (ii) 1,287,241 shares of our common stock to entities affiliated with Blue Pines Partners, L.L.C. In connection with the investment of Castle Creek Partners IV, L.P., we entered into an agreement with Castle Creek Partners IV, L.P., the general partner of Castle Creek Capital Fund IV, L.P., that permits it to appoint one representative to our Board of Directors, and one nonvoting observer to the Board of Directors of First NBC Bank, for so long as Castle Creek Partners IV, L.P. and its affiliates own at least 81,632 shares of our common stock. Mr. Merlo was appointed to the Board of Directors in August 2011 as the representative of Castle Creek Partners IV, L.P. We also made certain representations and warranties and covenants regarding First NBC Bank and us and agreed to provide limited indemnification rights to Castle Creek Partners IV, L.P. in connection with the representations and warranties. In addition, we agreed to provide Castle Creek Partners IV, L.P. with certain limited management rights to enable it to qualify as a Venture Capital Operating Company as a result of its investment. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type.

In connection with the investment of Blue Pines Partners, L.L.C., we entered into an agreement with Blue Pine Crescent Limited Partnership that provided it with certain additional rights, including the ability to appoint one nonvoting observer to our Board of Directors, for so long as Blue Pine Crescent Limited Partnership owns at least two percent of our outstanding stock. We also agreed not to take any action that would cause the aggregate ownership of Blue Pine Crescent Limited Partnership and its affiliates to exceed 10% of any class of voting securities. In addition, we granted certain non-dilution rights to Blue Pine Crescent Limited Partnership. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type.

Commercial Lease Relationships

First NBC Bank leases a building that houses the Carondelet branch office from a partnership that is owned by directors Leander J. Foley, III and Dr. Charles C. Teamer. The lease commenced in October 2004 for a term of five years and contained multiple five-year extensions at the bank’s option. The bank most recently exercised a five-year extension in October 2014. We believe that the rental payments due under the lease were based on market rates and are commensurate with rental arrangements that would be obtained in arm’s-length negotiations with an unaffiliated third party. We paid annual rent of approximately $184,120 for the year ended December 31, 2014, and we expect to pay approximately $184,120 in rent for the year ended December 31, 2015.

Ordinary Banking Relationships

Certain of our officers, directors and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, First NBC Bank or us in the ordinary course of business. These transactions include deposits, loans, wealth management products and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. As of the date of this prospectus, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors and principal shareholders, as well as their immediate family members and affiliates.

Policies and Procedures Regarding Related Party Transactions

Transactions by First NBC Bank or us with related parties are subject to regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by First NBC Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by First NBC Bank to its executive officers, directors, and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions.

In addition, our Audit Committee, which is composed entirely of independent directors, is charged with reviewing all related party transactions in which we are involved as a party. In determining whether to approve a related party transaction, the Committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies.

Under Section 402 of the Sarbanes-Oxley Act of 2002, public companies are generally prohibited from extending, renewing or arranging for the extension of credit in the form of a personal loan to or for any director or executive officer of that issuer. This prohibition, however, is not applicable to loans that are made by banks in compliance Section 22(h) of the Federal Reserve Act or the Federal Reserve’s Regulation O. We believe that all related transactions comply with Section 402 of the Sarbanes-Oxley Act or have been made under a valid exception from Section 402 of the Sarbanes-Oxley Act.

Certain of our officers, directors and principal shareholders and their affiliates have had transactions with us, including borrowings and investments in certificates of deposit. Our management believes that all such loans and investments have been and will continue to be made in the ordinary course of our business on substantially the same terms, including interest rates paid and collateral required, as those prevailing at the time for comparable

transactions with unaffiliated persons, and do not involve more than the normal risk of collectibles or present other unfavorable features. All loans made by us to our directors, officers and principal shareholders are in compliance with the requirements of Federal Reserve Regulation O. To ensure that all loans and related party transactions are in our best interests, our Board of Directors reviews and evaluates all loans to related parties. The interested party may not participate directly or indirectly in the consideration of the transaction. Each related-party transaction must be approved by a majority of our disinterested directors.

SHAREHOLDER PROPOSALS AND NOMINATIONS

Shareholders interested in submitting a proposal for inclusion in the proxy statement for our 2015 annual meeting may do so by following the procedures set forth in Rule 14a-8 promulgated under the Securities Exchange Act of 1934. To be eligible for inclusion, shareholder proposals must be received by us at our principal executive offices, 201 Baronne Street, New Orleans, Louisiana 70112, addressed to our Director of Investor Relations, not later than December 14, 2015. The proposal and its proponent must satisfy all applicable requirements of Rule 14a-8. However, as the rules of the Securities and Exchange Commission make clear, simply submitting a proposal does not guarantee its inclusion.

In addition, under our bylaws, a shareholder who wishes to nominate an individual for election to our Board of Directors directly or to propose any business to be considered at an annual meeting (other than matters brought under Rule 14a-8) must deliver advance written notice of that nomination or business to us following certain procedures contained in our bylaws. To be timely, the notice must be received by our Corporate Secretary at our principal executive offices not less than 90 nor more than 120 days before the first anniversary of the date of the 2015 annual meeting, unless our 2016 annual meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the 2015 annual meeting. In that case, to be timely, notice must be delivered not later than the close of business on the tenth day following the date on which notice of the date of the 2015 annual meeting was mailed or public disclosure of the date of the 2015 annual meeting was made, whichever occurs first.

To be in proper form, a shareholder’s notice must include all of the information about the proposal or nominee required by our bylaws. You can obtain a copy of our bylaws upon written request to our Corporate Secretary at our principal executive offices. The chairman of the annual meeting may refuse to acknowledge any director nomination or the proposal of any business not made in compliance with the procedures contained in our bylaws.

COST OF ANNUAL MEETING AND PROXY SOLICITATION

We will bear all costs associated with the 2015 annual meeting, including the cost of soliciting proxies. In addition to soliciting proxies by mail, we may solicit proxies by personal interview, telephone, email or other electronic means. No director, officer or employee will be paid any additional compensation for any solicitation activities, although we will reimburse to them any out-of-pocket expenses. We may request banks, brokers and other custodians, nominees and fiduciaries to forward copies of these proxy materials to the beneficial holders and to request instructions for the execution of proxies, and may reimburse these persons for their related expenses. We have retained Georgeson, Inc., a proxy solicitor, to assist in the solicitation of proxies for the 2015 annual meeting at an approximate cost of $5,000 plus reimbursement of reasonable out-of-pocket expenses. Proxies are solicited to provide all record holders of our common stock with an opportunity to vote on the matters to be presented at the annual meeting, even if they cannot attend the meeting in person.

HOUSEHOLDING

In an effort to further reduce printing costs and postage fees, we have adopted a practice approved by federal securities regulations called “house holding.” Under this practice, shareholders who have the same address and last name will receive only one copy of our proxy materials and annual report, unless one or more of these shareholders notifies us that he or she wishes to continue receiving individual copies. Shareholders who participate in house holding will continue to receive separate proxy cards. If you share an address with another shareholder and received only one set of materials, and would like to request a separate paper copy of these materials, please contact William Roohi, by mail at the address on the first page of this proxy statement, by telephone at (504) 671-3870, or by email at broohi@firstnbcbank.com, and we will promptly deliver a separate copy.

1SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 and the related regulations require our officers and directors, and anyone owning more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission, and to furnish us with copies of the forms. We assist our directors and executive officers in complying with these requirements. Based on our review of the forms we received, or written representations from reporting persons, we believe that all applicable reporting persons satisfied these filing requirements during 2014.

First NBC Bank Holding (FNBCQ) DEF 14ADefinitive proxy