DEF 14A of Red River Bancshares Inc
Filed Mar 13, 2026 · FY20250001071236-26-000028
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. There are no arrangements between us and any person pursuant to which such person has been elected as a director. Our board is currently made up of nine members, and the board of directors of the Bank is made up of ten members. One of our directors, Kirk D. Cooper, is retiring from our board effective with our 2026 annual shareholder meeting and will not stand for reelection. Our directors are elected by shareholders at our annual shareholder meeting and hold office until the next annual meeting, or until their successors are duly elected and qualified. Our executive officers are appointed by and serve at the discretion of our board of directors. The directors of the Bank are elected by us, as the sole shareholder of the Bank, each year, and they hold office for a term of one year or until their successors are chosen and qualified. The executive officers of the Bank are appointed by and serve at the discretion of its board of directors. 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 below eight current directors of the Company for election to the board, to serve as directors until our 2027 annual meeting of shareholders, or until his or her successor has been duly elected and qualified. The names and positions of each director with the Company and the Bank are listed in the table below.
PROPOSAL ONE — ELECTION OF DIRECTORS
| Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Company Director Since | | M. Scott Ashbrook | 56 | Director | Director | 2013 | | R. Blake Chatelain | 62 | Director, President, and Chief Executive Officer | Director, President, and Chief Executive Officer | 1998 | | Michael D. Crowell | 50 | Director | Director | 2022 | | Anna Brasher Moreau, D.D.S., M.S. | 47 | Director | Director | 2021 | | Willie P. Obey | 76 | Director | Director | 1998 | | Teddy R. Price | 62 | Director and Non-Executive Chair of the Board | Director and Non-Executive Chair of the Board | 1998 | | Don L. Thompson | 67 | Director | Director | 1998 | | H. Lindsey Torbett | 71 | Director | Director | 1998 |
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. 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, since its founding in 2014, 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 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. 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 and a director of Louisiana Central. 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. 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 23 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 as chair of the board of directors of the LSUA Foundation and immediate past chair of the Forest Landowners Association. Mr. Crowell is also a member of the board of directors of the Louisiana Forestry Association and the Southern Forest Heritage Museum. 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 and Asset-Liability Management 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 the International College of Dentists and a past president of the Louisiana Academy of Pediatric Dentistry and the Central Louisiana Dental Association. Dr. Moreau currently serves as Treasurer for the College of Diplomates of the American Board of Pediatric Dentistry. She also 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. Dr. Moreau’s business experience and community involvement qualify her 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. 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 48 years of qualifying membership with 12 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 Louisiana Central 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.
Information Regarding Director Nominees
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 Asset-Liability Management Committee, 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 has 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 serves on the board of directors of Rapides Regional Hospital and also serves as a trustee of the Rapides Foundation. He 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.
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 2025, non-employee directors received the following retainer and meeting fees: •an annual retainer of $10,000; •$1,500 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. 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 2025 to each of our non-employee directors. The table includes compensation attributable to the director’s service with the Company and the Bank.
COMPENSATION OF DIRECTORS
| Name | Fees Earned or Paid in Cash | Fees Paid in Company Stock(1) | Total Compensation | | M. Scott Ashbrook | $14,100 | $15,000 | $29,100 | | Michael J. Brown, C.F.A.(2) | $26,800 | $— | $26,800 | | Kirk D. Cooper | $31,100 | $— | $31,100 | | Michael D. Crowell | $31,800 | $— | $31,800 | | Anna Brasher Moreau, D.D.S., M.S. | $14,300 | $16,500 | $30,800 | | Willie P. Obey | $32,500 | $— | $32,500 | | Teddy R. Price | $15,300 | $16,500 | $31,800 | | Don L. Thompson | $35,400 | $— | $35,400 | | H. Lindsey Torbett | $36,400 | $— | $36,400 |
COMPENSATION OF DIRECTORS
(1)Represents the aggregate fair market value of shares of our common stock that were granted on January 30, 2026, 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 2025. The value of shares issued was based upon a per share value of $83.06, which was the closing price for shares of the Company’s common stock on the date of issuance. (2)Mr. Brown resigned from the board effective November 24, 2025. 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.
Use of the Compensation Consultant
Use of the Compensation Consultant Under its charter, the Compensation Committee has the authority to retain its own independent compensation consultant. Although the Compensation Committee has not engaged a consultant in the past, it has used market data provided by Blanchard Consulting Group (“Blanchard”), the Company’s consultant, to evaluate our NEO’s overall compensation. The Compensation Committee uses the market analysis prepared by Blanchard to assess the competitiveness of our compensation programs. Market Analysis. In its last market analysis using 2025 data, Blanchard compared the compensation for our NEOs against a group of 17 publicly traded banks primarily located in the Southeastern region of the United States (the “Peer Group”). As compared to the peer group used in the prior year, two companies were removed, one that ceased to be a public company following a merger and the other because its asset size exceeded the range considered comparable by Blanchard. The Company was in the 37th percentile with respect to market capitalization in the Peer Group and in the 26th percentile with respect to total assets. The 17 publicly traded companies used by Blanchard were the following:
Use of the Compensation Consultant
| •Capital City Bank Group, Inc. | •SmartFinancial, Inc. | | •Colony Bankcorp, Inc. | •South Plains Financial, Inc. | | •First Guaranty Bancshares, Inc. | •Southern Missouri Bancorp, Inc. | | •Great Southern Bancorp, Inc. | •Southern State Bancshares, Inc. | | •Guaranty Bancshares, Inc. | •Third Coast Bancshares, Inc. | | •Home Bancorp, Inc. | •Triumph Financial, Inc. | | •Investar Holding Corporation | •USCB Financial Holdings, Inc. | | •MetroCity Bankshares, Inc. | •Wilson Bank Holding Company | | •River Financial Corporation | |
2025 Executive Compensation Program at a Glance
| Compensation Element | Description and Purpose | Link to Performance | Fixed/Variable/Performance Based | Short/Long-Term | | Base Salary | Helps attract and retain executives through periodic payments of market-competitive base pay. | Based on individual performance, experience, and scope of responsibility. Used to establish cash and equity incentive awards. | Fixed | Short-Term | | Annual Short-Term Incentives | Encourages successful operational and financial performance, not defined by targets. | Ties executive compensation to the success of the Company. Annual short-term incentives are paid in cash. | Variable/Performance Based | Short-Term | | Long-Term Equity Incentive Awards | Aligns long-term interests of executives and shareholders while creating a retention incentive through multi-year vesting. | Restricted stock awards vest over five years, with the value of the award fluctuating with our stock price. | Variable | Long-Term | | Supplemental Executive Retirement Plan | Provides defined post-retirement benefits for key employees. | N/A | Fixed | Long-Term | | Endorsement Split-Dollar Agreements | Bank-owned life insurance on our NEOs. Designed to provide a long-term retention incentive for the NEOs, along with generating a favorable return for the Bank. | N/A | Fixed | Long-Term | | Change in Control Agreements | Provides protection to our NEOs in the event we experience a change in control. | N/A | Fixed | Long-Term | | Other Compensation | Dividends on restricted stock, limited perquisites, and 401(k) and health and welfare benefits on the same basis as other employees. | Dividends on restricted stock further enhance the executives’ link to shareholders by ensuring they share in the distribution of income generated from ongoing financial performance. | Fixed | Short-Term and Long-Term |
Annual Cash Incentive Awards
Annual Cash Incentive Awards The Bank has established a Discretionary Incentive Bonus Plan (“Bonus Plan”) that provides our NEOs and certain other employees with performance-based incentive bonuses that are based on employee performance and, in the case of lenders, portfolio credit quality. Awards under the Bonus Plan are discretionary in nature and subject to change on an annual basis. The maximum amount that is accrued for awards under the Bonus Plan is established annually by the Bank’s Compensation Committee, and earned awards are generally approved for payment no later than March 31 following the end of a plan year. The Compensation Committee approved the awards paid under the Bonus Plan in 2025 for each of our NEOs.
Long-Term Incentive Awards
Long-Term Incentive Awards The purpose of our long-term incentive (“LTI”) program is to focus our NEOs on the creation of long-term shareholder value. We further believe that equity ownership by our NEOs aligns their interests with those of our shareholders. We currently grant equity-based incentives under our shareholder-approved 2018 Equity Incentive Plan (the “2018 Plan”). LTI awards are granted in the form of restricted stock that vests in equal annual installments over a five-year period. The Compensation Committee believes the restricted stock awards reinforce the relationship between compensation and increases in the market price of our common stock and align each NEO’s financial interests with those of our shareholders. The amount of Mr. Chatelain’s LTI award for 2025 reflects his request to the Compensation Committee for a lower award than the Company’s other NEOs, to highlight their contribution to Company performance during the year.
Supplemental Executive Retirement Plan
Supplemental Executive Retirement Plan Since 2004, we have sponsored a nonqualified, noncontributory Supplemental Executive Retirement Plan (“SERP”) for the benefit of certain key employees, including each of our NEOs, which provides post-retirement benefit payments to covered employees. The current SERP agreement with each NEO provides for incremental vesting of the SERP benefits, with full vesting on November 12, 2028 for Mr. Chatelain and December 31, 2028 for all other NEOs. Retirement benefit amounts under the SERP agreements have been determined and approved by our Compensation Committee. The SERP’s normal retirement benefit is payable following separation from service after full vesting and is payable in monthly installments over 15 years. The Bank has purchased life insurance policies on certain key employees, including each of our NEOs. The Bank is the beneficiary of these bank-owned life insurance (“BOLI”) policies, which have cash surrender value and death benefit components. The Bank uses a portion of the income generated from the BOLI policies to fund the expenses for the SERP.
Severance and Change in Control Benefits
Severance and Change in Control Benefits The Bank is a party to an employment agreement with Mr. Chatelain, as described below in Executive Compensation Tables – Potential Payments Upon Termination or Change in Control – Employment Agreement. We have not entered into employment agreements with any of our other NEOs, each of whom serves at the pleasure of our board of directors as an “at will” employee. In addition, we have entered into change in control agreements with each of our other NEOs. The change in control protections provided to Mr. Chatelain are contained in his employment agreement. We believe that severance protections, particularly in connection with a change in control transaction, can play a valuable role in attracting and retaining key executive officers by providing protections commonly provided in the market. In addition, we believe these benefits also serve the Company’s and shareholders’ interests by promoting a continuity of management in the context of an actual or threatened change in control transaction. The existence of these arrangements does not impact our decisions regarding other components of our executive compensation program, although we consider these severance protections an important part of our executives’ compensation packages. Our equity awards provide for accelerated vesting following a change in control. We do not provide excise tax gross-up protections under any change in control arrangements with our executive officers. For more information regarding these benefits, see the section titled Executive Compensation Tables – Potential Payments Upon Termination or Change in Control.
Equity Grant Timing Practices
Equity Grant Timing Practices Our Compensation Committee and the Bank’s Compensation Committee typically meet during the first quarter following the end of each calendar year to review the performance of the Company and the executives of the Company and the Bank. At these meetings, all compensation recommendations are made, including recommendations regarding adjustments to the annual base salaries of the executive officers, if any, as well as determination of payouts under our Bonus Plan. To the extent the Compensation Committee approves new equity-based awards for employees (including NEOs) during the first fiscal quarter of a year, the grant date of such awards is typically April 1st of such year. Our Compensation Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, nor does the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. The Company currently does not grant stock options.
Summary Compensation Table
Summary Compensation Table The following table provides information regarding the compensation of our NEOs for the years ended December 31, 2025, 2024, and 2023, respectively. The compensation shown in the table below is paid to such employees by the Bank.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation(4) | Total | | R. Blake Chatelain President Chief Executive Officer | 2025 | $571,006 | $375,000 | $26,005 | $117,094 | $43,201 | $1,132,306 | | | 2024 | $551,050 | $345,000 | $62,907 | $154,909 | $29,398 | $1,143,264 | | | 2023 | $524,300 | $325,000 | $48,110 | $125,784 | $35,031 | $1,058,225 | | Bryon C. Salazar Senior Executive Vice President — Chief Banking Officer | 2025 | $330,235 | $140,000 | $52,010 | $63,528 | $28,411 | $614,184 | | | 2024 | $317,958 | $135,000 | $48,390 | $83,320 | $25,758 | $610,426 | | | 2023 | $300,790 | $135,000 | $38,488 | $42,484 | $24,255 | $541,017 | | Tammi R. Salazar Senior Executive Vice President — Chief Operating Officer | 2025 | $340,175 | $146,500 | $52,010 | $70,024 | $26,615 | $635,324 | | | 2024 | $328,287 | $135,000 | $48,390 | $89,923 | $22,911 | $624,511 | | | 2023 | $312,822 | $135,000 | $38,488 | $51,287 | $23,035 | $560,632 | | Isabel V. Carriere Senior Executive Vice President Chief Financial Officer | 2025 | $256,188 | $105,000 | $52,010 | $73,615 | $15,141 | $501,954 | | | 2024 | $248,142 | $100,000 | $48,390 | $92,054 | $14,088 | $502,674 | | | 2023 | $236,453 | $100,000 | $38,488 | $63,415 | $12,645 | $451,001 |
Summary Compensation Table
(1)Represents payments under the Bonus Plan. (2)These amounts represent the aggregate grant date fair value of restricted stock granted in 2025, 2024, and 2023, and are 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 in our Annual Report on Form 10-K for the year ended December 31, 2025. The fair market value of shares was determined using the Nasdaq closing price of our common stock as of the date of grant. (3)Reflects the aggregate change in the actuarial present value of the NEO’s SERP. (4)The following table provides information on All Other Compensation for the year ended December 31, 2025:
Summary Compensation Table
| 2025 Description of All Other Compensation | B. Chatelain | B. Salazar | T. Salazar | I. Carriere | | Employer 401(k) contributions | $14,000 | $14,000 | $14,000 | $14,000 | | Vehicle allowance | 12,000 | 12,000 | 12,000 | — | | Life insurance premiums | 4,300 | 686 | 615 | 1,141 | | Social and civic club dues and memberships | 12,901 | 1,725 | — | — | | Total | $43,201 | $28,411 | $26,615 | $15,141 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides supplemental information relating to grants of plan-based awards made during 2025 to help explain the information provided above in our Summary Compensation Table.
Grants of Plan-Based Awards
| Name | Approval Date | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#)(1) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | R. Blake Chatelain | 03/19/2025 | 04/01/2025 | 500(3) | $26,005 | | Bryon C. Salazar | 03/19/2025 | 04/01/2025 | 1,000 | $52,010 | | Tammi R. Salazar | 03/19/2025 | 04/01/2025 | 1,000 | $52,010 | | Isabel V. Carriere | 03/19/2025 | 04/01/2025 | 1,000 | $52,010 |
Grants of Plan-Based Awards
(1)Represents shares of restricted stock granted on April 1, 2025 under our annual LTI program. (2)These amounts represent the aggregate grant date fair value of restricted stock granted in 2025, and are 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, 2025. The fair market value of shares was determined using the Nasdaq closing price of our common stock as of the date of grant. (3)As explained above, Mr. Chatelain requested that his LTI award for 2025 be lower than the LTI awards for the other NEOs, to emphasize their contributions to Company and Bank performance in 2025. Description of our 2018 Plan. The purpose of our 2018 Plan, which is administered by our Compensation Committee, is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, directors, and consultants, and to promote the success of our business by offering these individuals an opportunity to acquire a proprietary interest in our success. Unless earlier terminated by our board in accordance with its terms, no awards may be granted under the 2018 Plan after October 25, 2028. The maximum number of shares of common stock that may be issued or transferred pursuant to awards under the 2018 Plan was 200,000 shares. Awards authorized under the 2018 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. If any shares of stock covered by an award granted under the 2018 Plan are not purchased or are forfeited or expire, or if an award otherwise terminates without delivery of any shares of stock subject thereto, or is settled in cash in lieu of shares of stock, then the number of shares subject to the award will again be available for grant under the 2018 Plan. Shares withheld or tendered to satisfy the exercise price or tax withholding obligations related to an award will again be available for issuance pursuant to awards granted under the 2018 Plan.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2025. None of our NEOs held any stock options as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | 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 | 2,290 | $163,575 | | Bryon C. Salazar | 2,660 | $190,004 | | Tammi R. Salazar | 2,660 | $190,004 | | Isabel V. Carriere | 2,660 | $190,004 |
Outstanding Equity Awards as of December 31, 2025
(1)Reflects shares of restricted stock vesting as shown in the table below. (2)Based on the Nasdaq closing price of $71.43 per share of our common stock as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| Name | Unvested Shares of Restricted Stock | Date of Grant | Vesting Schedule | | R. Blake Chatelain | 150 | July 1, 2021 | 100% on July 1, 2026 | | | 600 | April 1, 2023 | 33% on each of April 1, 2026, 2027, and 2028 | | | 1,040 | April 1, 2024 | 25% on each of April 1, 2026, 2027, 2028, and 2029 | | | 500 | April 1, 2025 | 20% on each of April 1, 2026, 2027, 2028, 2029, and 2030 | | Bryon C. Salazar | 100 | July 1, 2021 | 100% on July 1, 2026 | | | 280 | July 1, 2022 | 50% on each of July 1, 2026 and 2027 | | | 480 | April 1, 2023 | 33% on each of April 1, 2026, 2027, and 2028 | | | 800 | April 1, 2024 | 25% on each of April 1, 2026, 2027, 2028, and 2029 | | | 1,000 | April 1, 2025 | 20% on each of April 1, 2026, 2027, 2028, 2029, and 2030 | | Tammi R. Salazar | 100 | July 1, 2021 | 100% on July 1, 2026 | | | 280 | July 1, 2022 | 50% on each of July 1, 2026 and 2027 | | | 480 | April 1, 2023 | 33% on each of April 1, 2026, 2027, and 2028 | | | 800 | April 1, 2024 | 25% on each of April 1, 2026, 2027, 2028, and 2029 | | | 1,000 | April 1, 2025 | 20% on each of April 1, 2026, 2027, 2028, 2029, and 2030 | | Isabel V. Carriere | 100 | July 1, 2021 | 100% on July 1, 2026 | | | 280 | July 1, 2022 | 50% on each of July 1, 2026 and 2027 | | | 480 | April 1, 2023 | 33% on each of April 1, 2026, 2027, and 2028 | | | 800 | April 1, 2024 | 25% on each of April 1, 2026, 2027, 2028, and 2029 | | | 1,000 | April 1, 2025 | 20% on each of April 1, 2026, 2027, 2028, 2029, and 2030 |
Stock Vested for Fiscal 2025
Stock Vested for Fiscal 2025 The following table summarizes the stock awards that vested during 2025 for our NEOs. There were no stock options vested, exercised, or awarded during the fiscal year ended December 31, 2025. The amounts reflected below show the number of shares vested. The amounts reported as value realized on vesting are shown on a before-tax basis.
Stock Vested for Fiscal 2025
| | Stock Awards | | | Name | Number of Shares Vested (#) | Value Realized on Vesting ($)(1) | | R. Blake Chatelain | 610 | $33,066 | | Bryon C. Salazar | 720 | $40,662 | | Tammi R. Salazar | 720 | $40,662 | | Isabel V. Carriere | 720 | $40,662 |
Stock Vested for Fiscal 2025
(1)Value determined by multiplying the number of vested shares by the closing price of the underlying shares on the vesting date.
Pension Benefits
Pension Benefits We sponsor a nonqualified, noncontributory SERP for the benefit of certain key employees, including each of our NEOs. The plan was adopted in 2004 and provides for post-retirement benefit payments to covered employees. The current SERP agreement with each NEO provides for incremental vesting of the SERP benefits, with full vesting on November 12, 2028 for Mr. Chatelain and December 31, 2028 for all other NEOs. Retirement benefit amounts under the SERP agreements have been determined and approved by our Compensation Committee. The SERP’s normal retirement benefit is payable following separation from service after full vesting and is payable in monthly installments over 15 years. The annual retirement benefit for each NEO is as follows: Mr. Chatelain - $180,000; Mr. Salazar - $110,000; Ms. Salazar - $110,000; and Ms. Carriere - $100,000. The Bank has purchased life insurance policies on certain key employees, including each of our NEOs. The Bank is the beneficiary of these BOLI policies, which have cash surrender value and death benefit components. The Bank uses a portion of the income generated from the BOLI policies to fund the expenses for the SERP. The cash surrender value of the life insurance policies held by us totaled $31.3 million as of December 31, 2025. Our expenses related to the SERP totaled $660,000 for the year ended December 31, 2025, and our recorded liability under the SERP totaled $4.7 million as of December 31, 2025. The following table provides information regarding SERP benefits for our NEOs.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#)(1) | Payments During Last Fiscal Year ($) | Present Value of Accumulated Benefit ($)(2) | | R. Blake Chatelain | SERP | — | $— | $1,291,687 | | Bryon C. Salazar | SERP | — | $— | $390,397 | | Tammi R. Salazar | SERP | — | $— | $485,481 | | Isabel V. Carriere | SERP | — | $— | $585,786 |
Pension Benefits
(1)Benefits under the SERP are not determined based on years of credited service. (2)Reflects the present value of the vested SERP benefit amount, discounted at a rate of 6.0%.
CEO Pay Ratio
CEO Pay Ratio In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding the relationship of the annual total compensation of our median employee to the annual total compensation of our Chief Executive Officer. As of December 31, 2025, we identified our median employee from all full-time and part-time employees, excluding the CEO, consisting of 374 employees. We used gross income from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2025. Gross income was annualized for those employees who were not employed full time. We determined the compensation for our median employee by calculating that employee’s annual total compensation using the same methodology we used for our NEOs in the Summary Compensation Table above. Mr. Chatelain’s annual total compensation in 2025 was $1,132,306. The Bank’s median annual total compensation for all employees other than our CEO was $52,641. The ratio of the Bank’s CEO’s compensation to the median employee’s compensation was 22 to 1.
Pay vs. Performance
Pay vs. Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Act, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and our performance for the fiscal years listed below.
Pay vs. Performance
| | | | | | Value of Initial $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return (“TSR”)(5) | Peer Group TSR(6) | RRBI Net Income (in thousands)(7) | | 2025 | $1,132,306 | $1,173,389 | $583,821 | $634,004 | $137.22 | $115.20 | $42,764 | | 2024 | $1,143,264 | $1,145,386 | $554,129 | $552,104 | $102.80 | $104.75 | $34,235 | | 2023 | $1,058,225 | $1,068,210 | $471,055 | $481,451 | $106.11 | $88.61 | $34,879 | | 2022 | $902,838 | $901,359 | $406,514 | $402,327 | $95.95 | $88.17 | $36,916 |
Pay vs. Performance
(1)R. Blake Chatelain was our PEO for each year presented. (2)The amounts reported in this column represent the amount of “compensation actually paid,” or “CAP,” to Mr. Chatelain, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Chatelain during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments reflected in the table below were made to Mr. Chatelain’s total compensation for each year reflected in the Summary Compensation Table to determine the CAP values. The valuation assumptions used to calculate the equity award fair values did not materially differ from those disclosed at the time of the applicable grants.
Pay vs. Performance
| PEO CAP Calculation | 2025 | 2024 | 2023 | 2022 | | Summary Compensation Table Total for PEO | $1,132,306 | $1,143,264 | $1,058,225 | $902,838 | | Less: Stock Awards Value | (26,005) | (62,907) | (48,110) | — | | Plus: Fair Value of Current Year Awards at 12/31 | 35,715 | 70,174 | 56,110 | — | | Plus: Change in Fair Value of Prior Year Awards Unvested at 12/31 | 31,235 | (2,343) | 2,273 | (1,464) | | Plus: Change in Fair Value of Prior Year Awards Vesting in Current Year | 138 | (2,802) | (288) | (15) | | Total PEO CAP | $1,173,389 | $1,145,386 | $1,068,210 | $901,359 |
Pay vs. Performance
(3)The individuals comprising the Non-PEO NEOs for 2025 were: Isabel V. Carriere, Bryon C. Salazar, and Tammi R. Salazar. For the 2024 proxy statement, we ceased reporting as an emerging growth company and reflected four non-PEO NEOs in our Summary Compensation Table for 2022-2024. Thus, for this time period in the above table, the individuals comprising the Non-PEO NEOs include Isabel V. Carriere, G. Bridges Hall, IV, Bryon C. Salazar, and Tammi R. Salazar. (4)The amounts reported in this column represent the average amount of CAP to the non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments reflected in the table below were made to the average total compensation for the NEOs for each year reflected in the Summary Compensation Table to determine the CAP values. The valuation assumptions used to calculate the equity award fair values did not materially differ from those disclosed at the time of applicable grants.
Pay vs. Performance
| Non-PEO NEO CAP Calculation | 2025 | 2024 | 2023 | 2022 | | Average Summary Compensation Total for NEOs | $583,821 | $554,129 | $471,055 | $406,514 | | Less: Average Stock Awards Value | (52,010) | (66,686) | (34,880) | (34,043) | | Plus: Average Fair Value of Current Year Awards at 12/31 | 71,430 | 72,198 | 40,680 | 32,551 | | Plus: Average Change in Fair Value of Prior Year Awards Unvested at 12/31 | 28,967 | (2,705) | 5,719 | (2,635) | | Plus: Average Change in Fair Value of Prior Year Awards Vesting in Current Year | 1,796 | (4,832) | (1,123) | (60) | | Total Non-PEO NEO CAP | $634,004 | $552,104 | $481,451 | $402,327 |
Pay vs. Performance
(5)The comparisons represent $100 invested in our common stock on December 31, 2021, and present the cumulative TSR as of the close of the applicable year, assuming the reinvestment of dividends, if any. The historical stock price information shown above represents past performance and is not necessarily indicative of future price performance. (6)The Peer Group TSR is the S&P US Small Cap Banks Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2025. The comparisons represent $100 invested on December 31, 2021, and present the cumulative TSR as of the close of the applicable year, assuming the reinvestment of dividends, if any. The historical stock price information shown above represents past performance and is not necessarily indicative of future price performance. (7)Net income for Red River Bancshares, Inc. as reported in the Company’s consolidated financial statements included in the 2025 Annual Report on Form 10-K. Relationship Between Compensation Actually Paid and Performance Measures. The table below reflects the relationship between the compensation actually paid to the PEO and the average of the compensation actually paid to the Non-PEO NEOs and the performance measures shown in the Pay vs. Performance table from 2022 to 2025:
Pay vs. Performance
| Period | Compensation Actually Paid to PEO(1) | Average Compensation Actually Paid to Non-PEO NEO(1) | RRBI TSR | S&P US Small Cap Banks Index TSR | Net Income | | 2022 to 2025 | 30% | 58% | 43% | 31% | 16% |
Pay vs. Performance
(1)Please see footnotes 2 and 4 to the Pay vs. Performance table, above. From 2022 through 2025, the compensation actually paid to the PEO and the average of the compensation actually paid to the Non-PEO NEOs increased by 30% and 58%, respectively, while our TSR increased by 43%. A portion of our NEO compensation is in the form of equity awards. In 2022, the PEO did not receive any equity awards, while in 2025, $35,715 of compensation actually paid to the PEO was from equity awards received that year. In addition, during 2024, the Non-PEO NEO SERP agreements were amended to adjust the vesting schedule of each officer’s benefits to provide that each Non-PEO NEO will be vested in full SERP benefits on December 31, 2028. The total benefits payable to each NEO under his or her SERP was not changed by the amendments, but the vesting schedule was accelerated and included in compensation beginning in 2024. Our net income was $42.8 million for the year ended December 31, 2025, compared to $36.9 million for the year ended December 31, 2022, and was impacted by the changing interest rate environment over the four-year period.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control
Estimated Payments upon a Termination or Change in Control
Estimated Payments upon a Termination or Change in Control The table below contains the payments each NEO would receive under each termination scenario if he or she had separated on December 31, 2025. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company or the change in control.
Estimated Payments upon a Termination or Change in Control
| Name | Upon Death | Termination Without Cause or With Good Reason | TerminationWithout Good Reason | Termination With Cause | Qualifying Termination in Connection With a Change in Control(3) | | R. Blake Chatelain | | | | | | | Severance | $2,451,764 | $2,451,764 | $— | $— | $2,800,097 | | Executive Retirement Plan(1) | 1,291,687 | 1,291,687 | 1,291,687 | — | 1,467,826 | | Restricted Stock - Accelerated Vesting(2) | 163,575 | 163,575 | — | — | 163,575 | | Split Dollar Life Insurance Proceeds | 1,500,000 | — | — | — | — | | Total | $5,407,026 | $3,907,026 | $1,291,687 | $— | $4,431,498 | | Bryon C. Salazar | | | | | | | Severance | $— | $— | $— | $— | $678,804 | | Executive Retirement Plan(1) | 390,397 | 390,397 | 390,397 | — | 390,397 | | Restricted Stock - Accelerated Vesting(2) | 190,004 | 190,004 | — | — | 190,004 | | Split Dollar Life Insurance Proceeds | 600,000 | — | — | — | — | | Total | $1,180,401 | $580,401 | $390,397 | $— | $1,259,205 | | Tammi R. Salazar | | | | | | | Severance | $— | $— | $— | $— | $998,261 | | Executive Retirement Plan(1) | 485,481 | 485,481 | 485,481 | — | 485,481 | | Restricted Stock - Accelerated Vesting(2) | 190,004 | 190,004 | — | — | 190,004 | | Split Dollar Life Insurance Proceeds | 600,000 | — | — | — | — | | Total | $1,275,485 | $675,485 | $485,481 | $— | $1,673,746 | | Isabel V. Carriere | | | | | | | Severance | $— | $— | $— | $— | $751,991 | | Executive Retirement Plan(1) | 585,786 | 585,786 | 585,786 | — | 585,786 | | Restricted Stock - Accelerated Vesting(2) | 190,004 | 190,004 | — | — | 190,004 | | Split Dollar Life Insurance Proceeds | 600,000 | — | — | — | — | | Total | $1,375,790 | $775,790 | $585,786 | $— | $1,527,781 |
Estimated Payments upon a Termination or Change in Control
(1)Reflects the present value of the vested SERP benefit amount, discounted at a rate of 6.0%. (2)Value is based on the Nasdaq closing price of $71.43 per share of our common stock as of December 31, 2025. Each NEO would also fully vest in his or her unvested restricted stock awards upon a qualifying retirement, although none of the NEOs would have qualified as of December 31, 2025. (3)Mr. Chatelain will become fully vested in his SERP benefit in connection with a change in control. Each other NEO will become vested in the limited benefit payable under his or her SERP as of the date of the change in control.
Who are the nominees for director?
Who are the nominees for director? Please see the section titled Proposal One — Election of Directors — Information Regarding Director Nominees.