DEF 14A of Red River Bancshares Inc, Mar 15, 2024

DEF 14A of Red River Bancshares Inc

Filed Mar 15, 2024 · FY20230001071236-24-000037

Open on EDGAR

  1. Who are the nominees for director?

    Who are the nominees for director? The following individuals, who all currently serve as directors of the Company, have been nominated for election:

  2. Who are the nominees for director?

    | M. Scott Ashbrook | Michael D. Crowell | Teddy R. Price | | Michael J. Brown, C.F.A. | Anna Brasher Moreau, D.D.S., M.S. | Don L. Thompson | | R. Blake Chatelain | Robert A. Nichols | H. Lindsey Torbett | | Kirk D. Cooper | Willie P. Obey | |

  3. PROPOSAL ONE — ELECTION OF DIRECTORS

    PROPOSAL ONE — ELECTION OF DIRECTORS Our bylaws provide that the number of directors of the Company shall be as determined from time to time by the board of directors. Each director shall hold office until the next annual meeting of shareholders or until his or her successor has been duly elected and qualified. Our board currently consists of 11 members. The Nominating and Corporate Governance Committee has recommended to the board of directors, and the board of directors has approved the nomination of, each of the current 11 directors of the Company for election to the board, to serve as directors until our 2025 annual meeting of shareholders. The names and positions of each director with the Company and the Bank are listed in the table below.

  4. PROPOSAL ONE — ELECTION OF DIRECTORS

    | Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Company Director Since | | M. Scott Ashbrook | 54 | Director | Director | 2013 | | Michael J. Brown, C.F.A. | 60 | Director | Director | 2024 | | R. Blake Chatelain | 60 | Director, President, and Chief Executive Officer | Director, President, and Chief Executive Officer | 1998 | | Kirk D. Cooper | 75 | Director | Director | 1998 | | Michael D. Crowell | 48 | Director | Director | 2022 | | Anna Brasher Moreau, D.D.S., M.S. | 45 | Director | Director | 2021 | | Robert A. Nichols | 74 | Director | Director | 2007 | | Willie P. Obey | 74 | Director | Director | 1998 | | Teddy R. Price | 60 | Director and Non-Executive Chair of the Board | Director and Non-Executive Chair of the Board | 1998 | | Don L. Thompson | 65 | Director | Director | 1998 | | H. Lindsey Torbett | 69 | Director | Director | 1998 |

  5. Information Regarding Director Nominees

    Information Regarding Director Nominees A brief description of the background of each of our directors, together with the experience, qualifications, attributes, or skills that caused our board of directors to determine that the individual should serve as a director is set forth below. Except for the first cousin relationship of R. Blake Chatelain, President, Chief Executive Officer, and a director of both the Company and the Bank, and Tammi R. Salazar, Executive Vice President — Chief Operating Officer of the Bank, no director of the Company has any family relationship, as defined in Item 401 of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), with any other director or executive officer of the Company. M. Scott Ashbrook. Mr. Ashbrook serves as a director of the Company and the Bank and has been with our organization since 2013. He is currently a member of Red River Bank’s Directors’ Loan Committee. His business experience includes serving as President and owner of Maison Healthcare Management Co., LLC, a property management company, and as owner/operator of long-term care facilities and other commercial and residential real estate holdings. Prior to joining the Company and the Bank, Mr. Ashbrook served as Chairman and Chief Executive Officer of Fidelity Bancorp, Inc., and Fidelity Bank, which were acquired by the Company in 2013. Mr. Ashbrook is a graduate of Louisiana Tech University and also holds an M.B.A. His extensive banking and business experience, community involvement, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Michael J. Brown, C.F.A. Mr. Brown serves as a director of the Company and the Bank, and has been with our organization since January 25, 2024. He serves on Red River Bank’s Directors’ Loan Committee. Mr. Brown was President of Regional Banking for First Horizon Bank from 2020, when First Horizon National Corporation completed its acquisition of IBERIABANK Corporation, until he retired on December 31, 2021. Before then, he served as the Vice Chairman and Chief Operating Officer of IBERIABANK, where he managed IBERIABANK’s retail and commercial banking operations. Mr. Brown also serves as a director of Amerisafe, Inc., where he chairs the Compensation Committee. He is a graduate of Louisiana State University, holds an M.B.A., and is certified as a Chartered Financial Analyst. Mr. Brown’s extensive financial services background, as well as his public company director experience, qualify him to serve on our board of directors. R. Blake Chatelain. Mr. Chatelain serves as the President, Chief Executive Officer, and as a director of the Company and the Bank and has served in such capacities since he joined our organization in 1998. He is currently a member of our Executive Committee and Red River Bank’s Asset/Liability Management Committee, Compensation Committee, and Directors’ Loan Committee. Prior to joining the Bank, Mr. Chatelain served as Executive Vice President of Rapides Bank & Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana, where he managed the commercial lending group from 1991 until its sale to Bank One Corporation in 1998. Prior to joining Rapides Bank & Trust Company, Mr. Chatelain served as Vice President at Hibernia National Bank in Monroe, Louisiana and was responsible for managing the commercial lending group. He is on the board of directors of Financial Institution Service Corporation, where he also serves on the Executive Committee of the board. Mr. Chatelain is also a director and member of the Executive Committee of the Louisiana Association of Business and Industry. He served as a member of the Louisiana State University Board of Supervisors from 2008 through 2020, having previously served as Chairman of the Board as well as chairing several committees. Mr. Chatelain is a graduate of Louisiana State University and holds a B.S. in Finance. His deep institutional knowledge, extensive banking experience, as well as his long-standing business and banking relationships in our markets, qualify him to serve on our board of directors. Kirk D. Cooper. Mr. Cooper serves as a director of the Company and the Bank, and has been with our organization since 1998. Mr. Cooper serves on our Audit Committee, Nominating and Corporate Governance Committee, and on Red River Bank’s Asset/Liability Management Committee and Directors’ Loan Committee. Mr. Cooper’s business experience includes serving as President and part owner of Rent-It Company, Inc., a construction equipment rental and sales company based in Alexandria, Louisiana, from 1985 until its sale to Rental Service Corporation in 1998. He is a past president of the Louisiana Rental Association. Mr. Cooper is a member of the Exchange Club of Alexandria and serves on the board of directors of the Rapides Foundation. He is a graduate of Northeast Louisiana University and holds a B.B.A. in Industrial Management. Mr. Cooper’s extensive business experience, community involvement, and years of experience as a director of the Company and the Bank qualify him to serve on our board of directors. Michael D. Crowell. Mr. Crowell serves as a director of the Company and the Bank, and has been with our organization since 2022. He serves on our Compensation Committee and Nominating and Corporate Governance Committee and on Red River Bank’s Compensation Committee and Directors’ Loan Committee. Mr. Crowell currently serves as president of Crowell Forest Resources, LLC, where he has been employed for the past 20 years. Crowell Forest Resources, LLC is a fifth generation family timberland company founded in 1892 based in Long Leaf, Louisiana. He is a graduate of Tulane University’s A.B. Freeman School of Business, where he earned a B.S. in Management. Mr. Crowell is a past chair of the board of directors of the United Way of Central Louisiana and a past member of the board of directors of the Central Louisiana Community Foundation. He currently serves on the board of directors of the LSUA Foundation, the Louisiana Forestry Association, and the Southern Forest Heritage Museum. Mr. Crowell is also the current Board President of the Forest Landowners Association. His deep community connections and business acumen qualify him to serve on our board of directors. Anna Brasher Moreau, D.D.S., M.S. Dr. Moreau serves as a director of the Company and the Bank, and has been with our organization since 2021. She serves on our Nominating and Corporate Governance Committee and on Red River Bank’s Directors’ Loan Committee. Dr. Moreau is a managing partner in Alexandria Pediatric Dentistry, where she has practiced as a pediatric dentist since 2006. She is a graduate of the University of Texas and Baylor College of Dentistry and holds a B.A. in Biology and a D.D.S. Dr. Moreau received a Certificate of Pediatric Dentistry and an M.S. in 2006 after completing a pediatric dental residency at Ohio State University/Columbus Children’s Hospital. She is a Fellow of the American College of Dentists and a past president of the Louisiana Academy of Pediatric Dentistry and the Central Louisiana Dental Association. Dr. Moreau serves on the board of directors of River Oaks Art Center and is a past board member and chair of the board of directors of the Rapides Foundation. Her business experience and community involvement qualify her to serve on our board of directors. Robert A. Nichols. Mr. Nichols serves as a director of the Company and the Bank, and has been with our organization since 2007. He serves as a member of our Compensation Committee and Red River Bank’s Directors’ Loan Committee, Compensation Committee, and Asset/Liability Management Committee. Mr. Nichols is the Chairman of the

  6. Information Regarding Director Nominees

    Board of Eagle Distributing of Shreveport, Inc., a wholesale distributor of beverage products for the ten-parish area of Northwest Louisiana. He is also President of Gray Eagle Investments Company, an investment and consulting business. Mr. Nichols is a graduate of the University of Arkansas and holds a B.S.B.A. in Marketing. His extensive business experience, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Willie P. Obey. Mr. Obey serves as a director of the Company and the Bank, and has been with our organization since 1998. He serves as a member of our Audit Committee and Red River Bank’s Directors’ Loan Committee and Asset/Liability Management Committee. Mr. Obey is the President and owner of Obey Financial Group, LLC, a company he founded in 1993, which provides personal consumer loans. He also is the President of Willie Obey & Associates LLC, founded in 1980, which provides financial planning services to businesses and individuals. He is currently a General Agent for both Assurity Life and Lafayette Life Insurance companies and a current lifetime and qualifying member of the Million Dollar Round Table (“MDRT”). He has 46 years of qualifying membership with 10 years as Court of the Table, which is the second highest prestigious recognition with MDRT. Mr. Obey also previously served as a director of Security First National Bank in Alexandria, Louisiana from 1988 to 1991. His extensive business and financial experience, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Teddy R. Price. Mr. Price serves as the non-executive Chair of the Board of the Company and the Bank and has been with our organization since 1998. He serves as the Chair of our Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee. He also serves as the Chair of Red River Bank’s Compensation Committee and serves on Red River Bank’s Directors’ Loan Committee. Mr. Price has been the President, Chief Executive Officer, and owner of Central Management Company, Inc. in Winnfield, Louisiana since 1986. Central Management Company, Inc. is one of the largest owners and operators of long-term care facilities in Louisiana. Mr. Price was a director of Rapides Bank & Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana, until its acquisition by Bank One Corporation in 1998. He is a director of the Louisiana Nursing Home Association and the Central Louisiana Economic Development Alliance and has previously served on the boards of several professional and civic organizations. Mr. Price is a graduate of Northeast Louisiana University. His extensive business experience, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Don L. Thompson. Mr. Thompson serves as a director of the Company and the Bank and has been with our organization since 1998. He serves as a member of our Audit Committee, our Compensation Committee, and our Executive Committee, and also serves on Red River Bank’s Compensation Committee and Directors’ Loan Committee. Mr. Thompson is a private investor and is the founder of Thompson Health Services, Inc., a provider of home health services in Central Louisiana, which was owned by him and his brother until its sale in 2003. He has been involved in the ownership and management of several healthcare businesses and commercial real estate developments. Mr. Thompson’s extensive business and investment experience, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. H. Lindsey Torbett. Mr. Torbett serves as a director of the Company and the Bank and has been with our organization since 1998. He serves as the Chair of our Audit Committee and is a member of our Nominating and Corporate Governance Committee and our Executive Committee. Mr. Torbett also serves on Red River Bank’s Directors’ Loan Committee and Asset/Liability Management Committee. He is the owner of Torbett Financial Strategies, Ltd., which is a consulting firm that Mr. Torbett founded in 1997 to provide financial consulting services to individuals and businesses in matters involving financial management strategies and venture capital arrangements. Mr. Torbett began his career with the firm of Price Waterhouse & Co. in Houston, Texas in 1975. He recently retired after 45 years as a Certified Public Accountant and a Certified Financial Planner. He previously chaired the Alexandria Civil Service Commission, is a former Alexandria city councilman, and a former board member of the Port Authority of Alexandria. Mr. Torbett is a graduate of Northwestern State University and holds a B.S. (with Honors) in Accounting. His extensive financial and accounting experience and community involvement, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors.

  7. Board of Directors

    Board of Directors Information about our director nominees, all of whom are current directors, is set forth above in the section of this proxy statement entitled “Proposal One — Election of Directors.” There are no arrangements between us and any person pursuant to which such person has been elected as a director.

  8. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2023 and 2022, respectively. The compensation shown in the table below is paid to such employees by the Bank.

  9. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | All Other Compensation(3) | Total | | R. Blake Chatelain | 2023 | $524,300 | $325,000 | $48,110 | $35,031 | $932,441 | | President and Chief Executive Officer | 2022 | $484,150 | $280,000 | $— | $29,411 | $793,561 | | Bryon C. Salazar | 2023 | $300,790 | $135,000 | $38,488 | $24,255 | $498,533 | | Executive Vice President — Chief Banking Officer | 2022 | $279,123 | $100,000 | $37,380 | $22,450 | $438,953 | | Tammi R. Salazar | 2023 | $312,822 | $135,000 | $38,488 | $23,035 | $509,345 | | Executive Vice President — Chief Operating Officer | 2022 | $290,289 | $100,000 | $37,380 | $22,116 | $449,785 |

  10. Summary Compensation Table

    (1)Represents discretionary awards. (2)These amounts represent the aggregate grant date fair value of restricted stock granted in 2022 and 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 1 and Note 10 to our audited consolidated financial statements for the years ended December 31, 2023 and 2022. The fair market value of shares was determined using the Nasdaq closing price as of the date of grant. (3)The following table provides information on All Other Compensation for the year ended December 31, 2023:

  11. Summary Compensation Table

    | 2023 Description of All Other Compensation | Chatelain | B. Salazar | T. Salazar | | Employer 401(k) contributions | $16,875 | $13,454 | $14,089 | | Vehicle allowance | 10,200 | 8,400 | 8,400 | | Life insurance premiums | 3,512 | 651 | 546 | | Social and civic club dues and memberships | 4,444 | 1,750 | — | | Total | $35,031 | $24,255 | $23,035 |

  12. Outstanding Equity Awards as of December 31, 2023

    Outstanding Equity Awards as of December 31, 2023 The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2023. None of our named executive officers held any stock options as of December 31, 2023.

  13. Outstanding Equity Awards as of December 31, 2023

    | | Restricted Stock Awards | | | Name | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | | R. Blake Chatelain | 1,450 | $81,360 | | Bryon C. Salazar | 2,020 | $113,342 | | Tammi R. Salazar | 2,020 | $113,342 |

  14. Outstanding Equity Awards as of December 31, 2023

    (1)Reflects shares of restricted stock vesting as follows:

  15. Outstanding Equity Awards as of December 31, 2023

    | Name | Unvested Shares of Restricted Stock | Date of Grant | Vesting Schedule | | R. Blake Chatelain | 450 | July 1, 2021 | 33% on each of July 1, 2024, 2025, and 2026 | | | 1,000 | April 1, 2023 | 20% on each of April 1, 2024, 2025, 2026, 2027, and 2028 | | Bryon C. Salazar | 120 | July 1, 2019 | 100% on July 1, 2024 | | | 240 | July 1, 2020 | 50% on each of July 1, 2024 and 2025 | | | 300 | July 1, 2021 | 33% on each of July 1, 2024, 2025, and 2026 | | | 560 | July 1, 2022 | 25% on each of July 1, 2024, 2025, 2026, and 2027 | | | 800 | April 1, 2023 | 20% on each of April 1, 2024, 2025, 2026, 2027, and 2028 | | Tammi R. Salazar | 120 | July 1, 2019 | 100% on July 1, 2024 | | | 240 | July 1, 2020 | 50% on each of July 1, 2024 and 2025 | | | 300 | July 1, 2021 | 33% on each of July 1, 2024, 2025, and 2026 | | | 560 | July 1, 2022 | 25% on each of July 1, 2024, 2025, 2026, and 2027 | | | 800 | April 1, 2023 | 20% on each of April 1, 2024, 2025, 2026, 2027, and 2028 |

  16. Outstanding Equity Awards as of December 31, 2023

    (2)Based on the closing price of $56.11 per share as of December 29, 2023.

  17. Compensation of Directors

    Compensation of Directors Pursuant to our Director Compensation Program, we pay our non-employee directors an annual retainer and additional fees based on the directors’ attendance at Company and Bank board and committee meetings held throughout the year. Directors who are also employees receive no additional compensation for their service as directors. During 2023, non-employee directors received the following retainer and meeting fees: •an annual retainer of $10,000; •$1,300 for each board meeting attended; •$500 for each Audit Committee meeting attended by the Audit Committee Chair; •$300 for each Audit Committee meeting attended by the Audit Committee members; and •$200 for each other committee meeting attended. On February 22, 2024, the fee for attending each board meeting was increased to $1,500. When a meeting of the Company’s board of directors is held on the same day as a meeting of the Bank’s board of directors, non-employee directors who serve on both the Company’s board and the Bank’s board do not receive a fee for attending the Company board meeting. Our Director Compensation Program also allows directors the option of receiving their board attendance fees in Company stock in lieu of cash. Committee attendance fees are only paid to directors in cash. A director who elects to have his or her meeting fees paid in common stock must make the election prior to the start of the applicable calendar year. On January 31 of the year following the applicable year, the Company will issue to such director a number of whole shares of common stock without vesting restrictions equal to the fees accrued during the prior year divided by the closing sales price for a share of our common stock on the date of issuance or, if there are no reported sales on such date, on the last preceding date on which any reported sale occurred. The following table sets forth compensation paid, earned, or awarded during 2023 to each of our non-employee directors. The table includes compensation attributable to the director’s service with the Company and the Bank.

  18. Compensation of Directors

    | Name | Fees Earned or Paid in Cash | Fees Paid in Company Stock(1) | Total Compensation | | M. Scott Ashbrook | $13,000 | $13,001 | $26,001 | | Kirk D. Cooper | $33,300 | — | $33,300 | | Michael D. Crowell | $27,000 | — | $27,000 | | Anna Brasher Moreau, D.D.S., M.S. | $14,000 | $14,301 | $28,301 | | Robert A. Nichols | $29,300 | $— | $29,300 | | Willie P. Obey | $32,300 | — | $32,300 | | Teddy R. Price | $14,600 | $14,301 | $28,901 | | Don L. Thompson | $33,300 | $— | $33,300 | | H. Lindsey Torbett | $35,900 | — | $35,900 |

  19. Compensation of Directors

    (1)Represents the aggregate fair market value of shares of our common stock that were granted on January 31, 2024, pursuant to the Director Compensation Program in lieu of cash fees earned for attendance at meetings of the boards of directors of the Company and the Bank held during 2023. The value of shares issued was based upon a per share value of $51.21, which was the closing price for shares of the Company’s common stock on the date of issuance. Directors are 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 the Bank.