DEF 14A of Investar Holding Corp
Filed Apr 8, 2026 · FY20250001437749-26-011771
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Board Composition and Refreshment
Board Composition and Refreshment Effective January 1, 2026, David Flack and James Dunkerley were appointed to fill two newly created vacancies on the board of directors of Investar, with the initial term of each to expire upon the election of directors at Investar’s 2026 Annual Meeting. Our board is currently comprised of 13 directors, and each of our current directors has been nominated to serve a one-year term.
Information about Directors and Director Nominees
Information about Directors and Director Nominees The following table lists the 13 directors currently serving on our board and nominated for election to our board at the 2026 Annual Meeting, each of whom also serves as a director of the Bank. The information below includes a brief discussion of the experience, qualifications and skills that led us to conclude that such individual should serve as a member of our board. We believe that our board consists of individuals who possess the integrity, education, work ethic and ability to work with others necessary to oversee our business effectively and to represent the interests of all shareholders. The information presented below highlights certain notable experience, qualifications and skills for each director nominee, but does not provide an exhaustive catalog of each and every qualification and skill that a director nominee possesses. Each of Messrs. Flack and Dunkerley was appointed to serve on our board in connection with our acquisition of Wichita Falls Bancshares, Inc. The merger agreement provides for an initial appointment of Messrs. Flack and Dunkerley with a term expiring at the 2026 Annual Meeting, with an obligation to renominate each such director at the 2026 Annual Meeting.
Information about Directors and Director Nominees
| Name | Age | Background, Qualifications and Skills | | John J. D’Angelo Director since 2013 | 66 | Mr. D’Angelo has been the President and Chief Executive Officer (“CEO”) of the Company since our organization as a bank holding company in 2013. He has also served as the Bank’s President and CEO since its organization in 2006. Prior to the Bank’s organization, Mr. D’Angelo was manager of the private banking, small business banking, construction lending, brokerage and trust areas of Hibernia National Bank (the predecessor to Capital One, N.A.) for more than six years in the East Baton Rouge Parish, Louisiana, market. From 1996 to 2005, Mr. D’Angelo was president and director of Aegis Lending Corporation, a company with lending operations in 46 states and the District of Columbia. As the founder of the Bank and its current CEO, Mr. D’Angelo has a detailed understanding of our history, current operations, future plans and strategies. His extensive banking experience is an additional qualification to serve on our board. | | James F. Dunkerley Director since 2026 Independent | 61 | Mr. Dunkerley is a seasoned financial professional with over 40 years of experience spanning commercial and residential lending, investment, portfolio management, real estate development, construction, and brokerage. His career highlights include founding a leading mortgage warehouse lender in 2003 and driving significant business growth and innovation. Mr. Dunkerley previously served on the board of directors of Wichita Falls Bancshares, Inc. and its subsidiary, First National Bank, in Wichita Falls, Texas. Following the completion of Investar Holding Corporation’s acquisition of Wichita Falls Bancshares, Inc. on January 1, 2026, he was appointed to the board of directors of Investar Holding Corporation. Mr. Dunkerley’s extensive experience and strong relationships in the north Dallas and Wichita Falls markets qualify him to serve on our board. | | David A. Flack, M.D. Director since 2026 Independent | 68 | Dr. Flack is a board-certified pathologist and is a founding shareholder and officer of Pathology Associates of North Texas, P.A. established in 1988. He also serves as the Laboratory Medical Director for Pathology Associates of North Texas, the United Regional Health Care System in Wichita Falls, Texas, and other surrounding area rural hospitals and clinics. Additionally, he currently serves as a board member of the United Regional Foundation, the North Central Texas Community Health Care Center, and Our Blood Institute. Dr. Flack previously served as President and as a board member of Wichita Falls Bancshares, Inc and as a board member of its subsidiary First National Bank. Following the completion of Investar Holding Corporation’s acquisition of Wichita Falls Bancshares, Inc. on January 1, 2026, he was appointed to the board of directors of Investar Holding Corporation. Dr. Flack’s background as a physician and extensive experience and strong relationships in the north Dallas and Wichita Falls markets qualify him to serve on our board. | | Scott G. Ginn Director since 2024 Independent | 57 | Mr. Ginn is the Chief Operating Officer for Amedisys, Inc., a leading provider of home health, hospice, personal care and high-acuity care. He has led financial teams at Amedisys since 2007, serving as Senior Vice President of Accounting and Controller and Chief Accounting Officer before being named Chief Financial Officer in 2017 and Chief Operating Officer in 2022. Prior to joining Amedisys, Mr. Ginn served as a Director at Postlethwaite & Netterville, a professional accounting and business advisory firm. He is a Certified Public Accountant, a graduate of Louisiana State University and a resident of Baton Rouge, Louisiana. Mr. Ginn’s commitment and dedication have led to numerous accolades, and he was named 2022 Best Chief Financial Officer in Institutional Magazine’s All-America Executive Team Midcap Survey for the Managed Care and Health Care Facilities. Mr. Ginn’s public company background and extensive financial expertise qualifies him to serve on our board. Mr. Ginn qualifies as an audit committee financial expert. | | William H. Hidalgo, Sr. Director since 2013 Independent | 86 | Mr. Hidalgo, the Chairman of our board, is the owner and managing member of Halimar Shipyard, LLC, a shipyard management company in Morgan City, Louisiana, and is an active marine consulting engineer. From May 1994 to October 2001, Mr. Hidalgo served as President and CEO of Conrad Industries, Inc., a publicly-traded marine vessel and offshore drilling component construction company in Morgan City. Mr. Hidalgo’s experience as president and CEO of a public company provides the board with knowledge of matters relevant to the successful management of a public company. As with a number of other directors, as a business owner, Mr. Hidalgo is able to add a borrower’s perspective to board discussions. His significant experience owning and operating companies also enables him to help the board efficiently manage the Company’s growth. | | Rose J. Hudson Director since 2022 Independent | 61 | Ms. Hudson is the President and CEO of Louisiana Lottery Corporation and has served in that capacity since 2006. Ms. Hudson has been active in service to the Baton Rouge community for many years. She has served on the board of directors of the Mary Bird Perkins Cancer Foundation. She is also the immediate past chair of the board of directors of Woman’s Hospital. She currently serves as a board member of Dillard University in New Orleans. In addition, as the President and CEO of Louisiana Lottery Corporation for almost 20 years, Ms. Hudson brings to the board valuable insight into the processes and procedures necessary to manage a large, highly-regulated enterprise. Ms. Hudson’s leadership experience, education, and management experience, as well as extensive involvement in the local community, qualify her to serve on our board. |
Information about Directors and Director Nominees
| Gordon H. Joffrion, III Director since 2013 Independent | 72 | Mr. Joffrion has worked as a licensed general contractor since 1979. Since 2006, he has served as the General Manager of Joffrion Construction, Inc., a commercial and residential construction business in Baton Rouge, Louisiana, one of our primary markets. Mr. Joffrion’s long-standing business and personal relationships in the Baton Rouge area, as well as his strong knowledge of the business conditions in Baton Rouge, qualify him to serve on our board. Commercial real estate lending is a significant aspect of our operations. Mr. Joffrion’s extensive knowledge of the real estate and construction industries provides the board with an additional resource in understanding the risks and trends associated with commercial real estate. | | Robert Chris Jordan Director since 2017 Independent | 72 | Mr. Jordan, a resident of New Iberia, Louisiana, has served as Managing Member of Vermillion Business Group since 1989. Vermillion Business Group develops properties for several Fortune 500 companies and also develops gated and non-gated subdivisions and industrial parks. Mr. Jordan is involved in numerous civic and non-profit associations in the Lafayette, Louisiana region. Commercial real estate lending is a significant aspect of our operations. Mr. Jordan’s extensive experience in commercial real estate development enables him to provide valuable insight with respect to our commercial real estate operations throughout our footprint. In addition, Mr. Jordan’s extensive experience in the Lafayette business community, and his significant contacts within the community, qualify him to serve on our board. | | Julio A. Melara Director since 2023 Independent | 61 | Mr. Melara has served as President and CEO of Melara Enterprises, LLC since 2021. Melara Enterprises, LLC publishes the Greater Baton Rouge Business Report, 225 Magazine, inRegister Magazine, Daily Report online news, 1012 Industry Report, and other specialty publications. He is also the President and CEO of StudioE, a content, communications, and creative studio. He serves and has served on numerous boards of directors, including the National Alliance of Area Business Publishers, Tiger Athletic Foundation, and Joe Burrow Foundation. In addition to his extensive involvement in the local community, Mr. Melara's background as a businessman allows him to add a customer’s perspective to the board’s discussions and qualifies him to serve on our board. | | Suzanne O. Middleton Director since 2013 Independent | 66 | Ms. Middleton currently serves as the Chairman of the Bank. Since April 1999, she has worked as the Chief Financial Officer of Credit One, LLC, a debt buying and collection company based in Metairie, Louisiana. As a chief financial officer, Ms. Middleton brings to our board extensive accounting, management, strategic planning, risk assessment and financial skills, which are important to the oversight of our financial reporting, enterprise and operational risk management operations. Her background and experience are important in the formulation of board policy. Her knowledge of the New Orleans, Louisiana, area allows her to provide insight regarding our growth plans in that market. | | Andrew C. Nelson, M.D. Director since 2013 Independent | 60 | Dr. Nelson is a board certified gastroenterologist and is currently a partner with Texas Digestive Disease Consultants, a medical practice. From 1997 to 2018, he worked as a practicing partner with Gastroenterology Associates, a medical practice in Baton Rouge, Louisiana. In addition to the different perspective on our banking operations that Dr. Nelson’s background as a physician gives him, Dr. Nelson’s experience as a business owner allows him to provide insight and understanding of our customers’ needs, as well as an understanding of successful business operations. | | Frank L. Walker Director since 2013 Independent | 65 | Mr. Walker has been the Chief Financial Officer of JP Oil Holdings, LLC since 1996. JP Oil Holdings, LLC, headquartered in Lafayette, Louisiana, is an oil and gas exploration and production company as well as an investor in commercial real estate. Mr. Walker also serves on the Board of Trustees and as Treasurer of Ochsner Lafayette General Health, a seven-hospital system with an additional six clinical affiliate hospitals in southwest Louisiana. Mr. Walker’s financial and accounting expertise, combined with his experience in the oil and gas industry, are valuable to our Company and our board. In addition, Mr. Walker’s knowledge and contacts in Lafayette help us to develop our strategies to further expand our presence in that area. | | James E. Yegge, M.D. Director since 2023 Independent | 60 | Dr. Yegge has been a board certified nephrologist at Renal Associates of Baton Rouge, LLC since 2002. Dr. Yegge’s extensive experience in the healthcare industry and his community ties in our markets are valuable to our Company and our board. In addition, Dr. Yegge’s background as a physician and relationships in the local community offer a unique perspective on our banking operations with regard to understanding how we can better serve our customers’ needs. |
Evaluation of Director Nominees
Evaluation of Director Nominees When evaluating director candidates, the nominating and governance committee’s objective is to craft a board composed of individuals with a broad mix of backgrounds and experiences and possessing, as a whole, all of the skills and expertise necessary to guide a company like ours in the prevailing business environment. The committee uses the same criteria to assess all candidates for director, regardless of who proposed the candidate. Our By-laws set forth the minimum qualifications that any director or director candidate must possess, which include, as to such individual, the following: (1) ownership (together with his or her affiliates) of at least $100,000 of our stock, unless the board determines otherwise; (2) satisfaction of all qualifications to serve as a director under applicable laws, rules and regulations; (3) no felony convictions or conduct inconsistent with our Code of Ethics or otherwise not in the best interests of our Company or our employees; and (4) attendance each calendar year of not less than 80% of all board and committee meetings. In addition to the minimum qualifications in our By-laws, the nominating and governance committee considers whether the candidate possesses the following qualifications and qualities:
Evaluation of Director Nominees
| • | independence for purposes of Nasdaq rules and SEC rules and regulations, and a record of honest and ethical conduct and personal integrity; |
Evaluation of Director Nominees
| • | experience in banking, marketing, finance, legal, accounting or other professional disciplines; |
Evaluation of Director Nominees
| • | familiarity with and participation in our markets; |
Evaluation of Director Nominees
| • | ability to represent the interests of all of our shareholders; and |
Evaluation of Director Nominees
| • | ability to devote time to the board and to enhance the board’s knowledge of our industry, our customers’ industries, and our customers. |
Evaluation of Director Nominees
Although the board has not adopted a formal policy regarding the consideration of diversity when evaluating director candidates, the board believes that its membership should reflect diversity in its broadest sense. Accordingly, whenever the nominating and governance committee evaluates a potential candidate, we expect it to consider a candidate’s background and difference of viewpoint in the context of the composition of the board as a whole.
NON-EMPLOYEE DIRECTOR COMPENSATION
NON-EMPLOYEE DIRECTOR COMPENSATION The form and amount of our non-employee director compensation is approved by our board, following recommendations by our compensation committee. During 2025, our non-employee directors each received cash fees of $5,000 and an award of RSUs as compensation for their service on our board. The RSUs vest in one-fifth increments each year over a five-year vesting period. Directors who are also our employees do not receive additional compensation for their service as directors. On January 15, 2025, our non-employee directors of the Company at the time were granted RSUs, with the number of RSUs granted to each director determined based on the following target grant date award values: Chairman of the Board of the Company or the Bank - $37,000, chairman of each Company or Bank board committee - $35,000, and each other member of the Company’s board - $33,000. The first installment vested on January 15, 2026, and the remaining RSUs will vest in four substantially equal annual installments beginning on January 1, 2027. The following table sets forth compensation paid during 2025 to each of our non-employee directors who served during the year.
NON-EMPLOYEE DIRECTOR COMPENSATION
| Director Compensation Table | | | | | Name(1) | Fees Paid in Cash | Stock Award(2) | Total | | Scott G. Ginn | $5,000 | $33,000 | $38,000 | | William H. Hidalgo, Sr. | 5,000 | 37,000 | 42,000 | | Rose J. Hudson | 5,000 | 35,000 | 40,000 | | Gordon H. Joffrion, III | 5,000 | 35,000 | 40,000 | | Robert Chris Jordan | 5,000 | 35,000 | 40,000 | | Julio A. Melara | 5,000 | 35,000 | 40,000 | | Suzanne O. Middleton | 5,000 | 37,000 | 42,000 | | Andrew C. Nelson, M.D. | 5,000 | 35,000 | 40,000 | | Frank L. Walker | 5,000 | 35,000 | 40,000 | | James E. Yegge, M.D. | 5,000 | 35,000 | 40,000 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) As of December 31, 2025, each of our non-employee directors serving on that date held the number of unvested RSUs set forth in the table below. |
NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Unvested RSUs | | Scott G. Ginn | 1,650 | | William H. Hidalgo, Sr. | 2,869 | | Rose J. Hudson | 2,709 | | Gordon H. Joffrion, III | 2,709 | | Robert Chris Jordan | 2,709 | | Julio A. Melara | 2,709 | | Suzanne O. Middleton | 2,869 | | Andrew C. Nelson, M.D. | 2,709 | | Frank L. Walker | 2,649 | | James E. Yegge, M.D. | 2,709 |
NON-EMPLOYEE DIRECTOR COMPENSATION
| (2) The dollar amount of our RSUs reflects the aggregate fair value determined as of the date of the grant based on the closing price of our common stock on such date, which on January 15, 2025 was $20.00, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation. |
EXECUTIVE COMPENSATION
| • | Rewarding executives based on our performance, focusing on achievement of company-wide and individual performance goals; |
EXECUTIVE COMPENSATION
| • | Aligning the executives’ interests with the creation of long-term shareholder value, without encouraging excessive risk taking; and |
Executive Compensation Best Practices
| What We Do | What We Don’t Do | | Clawback Policy – We have a clawback policy providing for the recovery of certain excess incentive compensation paid to our executive officers and other key employees in the event we are required to restate our financial statements due to material noncompliance with financial statement reporting requirements. The policy addresses both cash and equity awards. We also maintain an additional policy reflecting the SEC and Nasdaq clawback requirements in connection with a restatement of our financial statements. | Anti-Hedging Policy – Our executive officers and directors are prohibited from engaging in hedging transactions with respect to our securities. Specifically, our Insider Trading Policy provides that all employees and directors of the Company “may not, directly or indirectly, purchase or use financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds) that are designed to hedge or offset any decrease in the market value of Company Securities,” as “Securities” is defined therein. | | Executives Subject to Stock Ownership Guidelines – We maintain stock ownership guidelines for our executive officers and directors, under which they are required to maintain certain levels of ownership of our common stock. The executive officers and directors have five years from the date they become subject to the guidelines to acquire and maintain ownership of a number of shares of common stock equal in value to the following: for our CEO, five times his annual base salary, for our CFO, three times his annual base salary, for our other executive officers, two times his or her annual base salary, and for our non-employee directors, $200,000. | No “Single Trigger” Vesting of RSUs and Cash Payments – In connection with a change in control, RSUs granted to our executives and employees will only accelerate if there is a qualifying termination occurring within 24 months following the change in control (a “double trigger” vesting). Similarly, the employment agreements with our CEO and CFO only provide for the change in control cash payments in connection with an actual or constructive termination of employment within 6 months prior to or 12 months following a change in control (a “double trigger”). | | Engagement of Independent Compensation Consultant – Our compensation committee retains an independent compensation consultant to evaluate our compensation programs. | No Tax Gross-Ups – Our long-term incentive compensation plan does not provide our executive officers with any tax gross-ups. | | Shareholder Outreach– We periodically conduct shareholder outreach to solicit input and report shareholder views to the compensation committee. | No Dividends Equivalents on Unvested RSUs – We do not accrue or pay dividend equivalents on unvested RSUs. | | Align NEO Compensation with Shareholder Interests – A significant portion of NEO compensation is based on rigorous targets for Company performance calculated using a formulaic, objective structure, which does not encourage excessive risk taking. | No Excessive Perquisites – Our perquisite program is reasonable and consistent with our overall compensation program and reviewed regularly by the compensation committee. |
Use of Compensation Consultants
Use of Compensation Consultants Under its charter, the compensation committee has the authority to retain its own independent compensation consultant. The compensation committee has retained Blanchard. Blanchard provided a market analysis used by the compensation committee in setting the base salaries of our executive officers in 2025 and the annual cash incentive targets and maximum opportunities for certain executive officers for 2025. As required by the SEC and Nasdaq rules, the compensation committee has assessed the independence of Blanchard and concluded that its work did not raise any conflicts of interest. Market Analysis. Blanchard compared the compensation for our NEOs against a group of 14 publicly traded banks. In 2025, the compensation committee reviewed Blanchard’s market analysis in assessing the level of each element of compensation paid to our executives and approving changes to the compensation levels and annual and LTI programs for our executive officers. The 14 publicly traded companies used by Blanchard were the following:
Use of Compensation Consultants
| - Business First Bancshares, Inc. | - Red River Bancshares, Inc. | | - Capital City Bank Group, Inc. | - SmartFinancial, Inc. | | - CoastalSouth Bancshares, Inc. | - South Plains Financial, Inc. | | - Commercial Bancgroup, Inc. | - Third Coast Bancshares, Inc. | | - First Guaranty Bancshares, Inc. | - Triumph Financial, Inc. | | - Home Bancorp, Inc. | - USCB Financial Holdings, Inc. | | - MetroCity Bankshares, Inc. | - Wilson Bank Holding Company |
Role of Our CEO and Management Relating to Executive Compensation
| • | Our CEO recommends pay levels and annual and LTI awards for key executive officers, other than himself; |
Narrative to Summary Compensation Table for 2025
Annual Cash Incentives. We maintain an annual cash incentive program (the “AIP”) in which our NEOs and other employees participate. The program is intended to drive achievement of short-term corporate strategic objectives and encourage high levels of performance and to enable the Company to recruit, retain and motivate executives and employees by rewarding individuals for the Company’s performance. Under the AIP, cash incentives are earned and paid on a quarterly and annual basis based on the achievement of pre-determined performance metrics applicable to each executive. At the beginning of each year, the compensation committee approves the target and maximum cash incentive award that each officer is eligible to earn in a given year and the performance metrics and goals applicable to Mr. D’Angelo, while the individual performance metrics and goals for other officers and employees are set by Mr. D’Angelo. For 2025, the program was structured as follows:
Narrative to Summary Compensation Table for 2025
| Metrics and Goals: | o 75% of the AIP award (the “Quarterly Component”) is paid in quarterly installments based on the year-to-date results compared to the target goals established for each executive. For 2025, core net income available to common shareholders represented the sole performance metric in this component for our NEOs, and the compensation committee established goals under this metric after considering the budgeted core net income available to common shareholders of $19.8 million for 2025. Payouts were contingent on the attainment of a threshold performance level calculated as 75% of budgeted core net income available to common shareholders. Target and maximum performance goals are calculated based on the achievement of 100% and 125%, respectively, of core net income available to common shareholders. o 25% of the AIP award (the “Annual Component”) is paid following the end of the year based on the year-end results compared to the target goals established for Company-wide core performance metrics. For 2025, this component of the AIP was measured based on the following four equally-weighted core performance metrics, and the compensation committee established goals under each of these metrics after considering the Company’s annual budget. • Core diluted earnings per common share - represents the normalized earnings power of the business and correlates directly to shareholder value • Core return on average assets - represents how well the Company utilizes the asset base to generate net earnings • Core efficiency ratio - represents the Company’s focus on improving operational efficiency and profitability • Core delinquencies - represents the credit quality of the Company’s loan portfolio Payouts with respect to each metric were contingent on the attainment of a threshold performance level. | | Target and Maximum Pay Opportunities: | The target award opportunities for Messrs. D’Angelo and Campbell and Ms. Crochet represented 46%, 24%, and 16%, respectively, of each NEO’s 2025 annual base salary effective April 18, 2025. Maximum award opportunities reflect approximately 150% of the target awards for each executive. Based on a review of the Blanchard market analysis and given the Company’s performance, the target award opportunities were designed to move the executives’ total compensation closer to the median total compensation of the peer group. |
Narrative to Summary Compensation Table for 2025
| | Quarterly Component (75% of Award) | | | | Annual Component (25% of Award) | | | | AIP Total (100% of Award) | | | | | Executive | Target | Maximum | Target Achieved Payout (% of Target) | Award Earned | Target | Maximum | Target Achieved Payout (% of Target) | Award Earned | Target | Maximum | Target Achieved Payout (% of Target) | Award Earned | | John J. D’Angelo | $225,673 | $338,510 | 140% | $315,732 | $75,225 | $112,837 | 123% | $92,768 | $300,898 | $451,347 | 136% | $408,500 | | John R. Campbell | 62,500 | 93,750 | 140 | 87,442 | 20,833 | 31,250 | 123 | 25,692 | 83,333 | 125,000 | 136 | 113,134 | | Linda M. Crochet | 30,000 | 45,000 | 140 | 41,972 | 10,000 | 15,000 | 123 | 12,332 | 40,000 | 60,000 | 136 | 54,304 |
Narrative to Summary Compensation Table for 2025
| Performance Metric | Weighting | Threshold | Target | Maximum | 2025 Actual Results | Target Payout Achieved | | Quarterly Component (75% of AIP) | | | | | | | | Core net income available to common shareholders(1) | 75% | $14,835 | $19,780 | $24,725 | $23,061 | 140% | | Annual Component (25% of AIP) | | | | | | | | Core diluted earnings per common share(2) | 6.25% | $1.62 | $2.02 | $2.53 | $2.24 | 133% | | Core return on average assets(3) | 6.25% | 0.67% | 0.74% | 0.93% | 0.87% | 150% | | Core efficiency ratio(4) | 6.25% | 75.0% | 73.5% | 68.0% | 71.2% | 120% | | Core delinquencies(5) | 6.25% | 0.75% | 0.50% | 0.40% | 0.71% | 90% | | Weighted annual component total | | | | | | 123% |
Narrative to Summary Compensation Table for 2025
| (1) Core net income available to common shareholders isnot a measure recognized under United States generally accepted accounting principles. For 2025, it was $23.1 million and is calculated as follows: net income available to common shareholders as reported in our 2025 Annual Report, which is adjusted for gain on call or sale of investment securities, net, loss on sale or disposition of fixed assets, net, gain on sale of other real estate owned, net, change in the fair value of equity securities, change in the fair value of other investments, write down of other real estate owned, income from insurance proceeds, severance, acquisition expense, and related income tax adjustments. | | (2) Core net income available to common shareholders as defined in footnote one above used in calculation. No adjustments were made to diluted weighted average common shares outstanding. | | (3) Core net income used in calculation. Core net income is calculated as core net income available to common shareholders as described in footnote one plus preferred stock dividends declared. No adjustment was made to average assets. | | (4) Core efficiency ratio represents core noninterest expense divided by the sum of net interest income (before provision for credit losses) and core noninterest income. Core noninterest expense is calculated as follows: noninterest expense as reported in our 2025 Annual Report, which is adjusted for write down of other real estate owned, severance, acquisition expense and related income tax adjustments. Core noninterest income is calculated as follows: noninterest income as reported in our 2025 Annual Report, which is adjusted for gain on call or sale of investment securities, net, loss on sale or disposition of fixed assets, net, gain on sale of other real estate owned, net, change in the fair value of equity securities and change in the fair value of other investments. | | (5) Core delinquencies calculated as the sum of past due loans and nonaccrual loans divided by total loans. |
Narrative to Summary Compensation Table for 2025
Long-Term Incentive Awards.LTI awards are granted under our shareholder approved long-term incentive compensation plan. The purpose of our LTI program is to ensure that our executives focus not only on short-term returns but also on achieving long-term Company goals and creation of shareholder value. LTI awards are intended to align the interests of our executives with the interests of our shareholders in a manner that does not encourage excessive risk-taking. During 2025, our executives received LTI awards in the form of RSUs, which provide a retention incentive and immediate alignment of executive and shareholder interests. LTI awards vest at a rate of 20% per year over a five-year period subject to continued service requirements. As noted below, the vesting of the awards is time-based; however, the number of RSUs granted is determined based on the performance of the Company and each executive over the previous fiscal year against pre-established metrics. LTI awards are generally granted in early April. Beginning with the 2024 LTI awards, and in an effort to incorporate a more formulaic, performance-based structure into the LTI program, the compensation committee collaborated with Blanchard to develop pre-established, objective performance metrics that determine each executive’s LTI target award value as a percentage of each executive’s base salary. As part of this process, the compensation committee first established an LTI award “target range” for each executive after considering the competitive positioning of the value of LTI awards granted in prior years relative to our peers, with the goal of moving our executives’ target award values closer to the median if performance warrants from year to year. Messrs. D’Angelo and Campbell’s target award values could range from 40% to 80% of the executive’s base salary, and Ms. Crochet’s could range from 30% to 60% of her base salary, with target level performance against the metrics approximating the midpoint of the range. We believe this structure for determining LTI awards based on prior year performance results evidences a strong pay versus performance alignment between Company results and long-term executive compensation. The LTI awards granted in 2025 were based on the Company’s results for 2024; therefore, there is a lag between the performance period and the date the award is granted. The 2025 LTI awards were determined based on the following four core performance metrics, which are common measures of performance in the banking industry, and the compensation committee established goals under each of these metrics after considering the Company’s annual budget.
Narrative to Summary Compensation Table for 2025
| | | Performance Goals | | | | | | Performance Metric | Weighting | Threshold | Target | Maximum | 2024 Actual Results | % of Target Achieved | | Core diluted earnings per common share | 25% | $1.38 | $1.72 | $2.06 | $1.89 | 116% | | Core return on average assets | 25% | 0.50% | 0.62% | 0.74% | 0.67% | 113% | | Core delinquencies | 25% | 0.75% | 0.50% | 0.40% | 0.71% | 74% | | Strategic goals | 25% | 1 | 5 | 10 | 5 | 100% | | Weighted total | | | | | | 101% |
Narrative to Summary Compensation Table for 2025
| Executive | Total LTI Award Value | Percentage of Base Salary(1) | RSUs | | John J. D’Angelo(2) | $381,184 | 61% | 21,894 | | John R. Campbell(3) | 197,290 | 61 | 11,331 | | Linda M. Crochet(4) | 103,669 | 46 | 5,954 |
Narrative to Summary Compensation Table for 2025
| (1) Percentage of base salary determined based on annual salary as of April 1, 2025. | | (2) Mr. D’Angelo was granted an LTI award calculated as approximately 101% of the midpoint of his base salary range, which is 61% of his base salary, based on the percentage of target achieved for each performance metric, as shown in the table above. | | (3) Mr. Campbell was granted an LTI award calculated as approximately 101% of the midpoint of his base salary range, which is 61% of his base salary, based on the percentage of target achieved for each performance metric, as shown in the table above. | | (4) Ms. Crochet was granted an LTI award calculated as approximately 101% of the midpoint of her base salary range, which is 46% of her base salary, based on the percentage of target achieved for each performance metric, as shown in the table above. |
Narrative to Summary Compensation Table for 2025
| ● | an amount equal to two times the sum of his then-current base salary plus the average annual incentive paid to him over the preceding three calendar years, to be paid in equal monthly installments over 24 months; and |
Narrative to Summary Compensation Table for 2025
In addition, if, during the term of the employment agreement and within six months prior to or 12 months following a change in control, Mr. D’Angelo’s employment is terminated by us or the Bank other than for cause, death or disability, or he terminates employment for good reason, he will be entitled to the benefits outlined above and to an additional amount paid in a lump sum equal to the sum of his then-current base salary plus the average annual bonus paid to him over the preceding three calendar years. The employment agreement also contains provisions governing the non-disclosure and non-use of our trade secrets and confidential information and mutual covenants not to disparage the other party. In addition, the employment agreement includes non-competition, non-solicitation of customers and non-piracy covenants, which remain in effect for 12 months following the termination of Mr. D’Angelo’s employment (or 24 months following termination in connection with a change in control). Additionally, Mr. D’Angelo is subject to certain forfeiture, regulatory and recoupment restrictions and must execute a valid release of claims in order to receive any severance payments. John R Campbell. In October 2025, the Company and Bank entered into an employment agreement with Mr. Campbell. The initial term of the employment agreement expires on October 31, 2028 and will automatically renew for successive one-year periods unless written notice of non-renewal is given by either party to the other at least ninety (90) days prior to the expiration of the then-current term. Under the employment agreement, Mr. Campbell is entitled to $350,000 in annual base salary. He is also eligible to receive annual incentive compensation of up to 45% of his base salary earned for that calendar year, subject to the discretion and approval of our board. He is entitled to participate in the employee benefit plans, programs and policies maintained by the Company and Bank applicable generally to senior executives in accordance with the terms and conditions of such arrangements as in effect from time to time and as otherwise set forth in the employment agreement, and the employment agreement also provides for paid time off and reimbursement of reasonable travel and entertainment expenses. Under the terms of the employment agreement, if the Company and the Bank terminate his employment for disability (as defined in the employment agreement), Mr. Campbell will be entitled to any accrued but unpaid base salary and incentive compensation and other vested benefits and the continued payment of his then-current base salary for one hundred eighty (180) days. In addition, if the Company and the Bank terminate his employment other than for cause (as defined in the employment agreement), death, or disability, or he terminates employment for good reason (as defined in the employment agreement), he will be entitled to:
Narrative to Summary Compensation Table for 2025
| ● | an amount equal to the sum of his then-current base salary plus the average annual bonus paid to him over the preceding three calendar years, to be paid in equal monthly installments over twelve months; and |
Narrative to Summary Compensation Table for 2025
Under the terms of the employment agreement, if the Company and the Bank terminate Mr. Campbell’s employment other than for cause, death or disability, or he terminates employment for good reason, in either case during the term of the employment agreement within six months prior to or twelve months following a change in control, he will be entitled to the benefits outlined above and to an additional amount paid in a lump sum equal to 50% of the sum of his then-current base salary plus the average annual bonus paid to him over the preceding three calendar years. The employment agreement contains provisions governing the non-disclosure and non-use of the trade secrets and confidential information of the Company and the Bank and mutual covenants not to disparage the other party. In addition, the employment agreement includes non-competition, non-solicitation of customers and non-piracy of employees covenants which remain in effect for twelve months following the termination of his employment (or 18 months following termination in connection with a change in control). Additionally, he is subject to certain forfeiture, regulatory and recoupment restrictions and must execute a valid release of claims in order to receive any severance payment. Supplemental and Executive Retirement Plan (“SERP”) Benefits John J. D’Angelo. In 2018, after reviewing the analysis of its independent compensation consultant, the board authorized the Bank to enter into a Salary Continuation Agreement with selected executives, including Mr. D’Angelo, effective February 28, 2018, which was supplemented effective May 22, 2019. In addition, the Bank has purchased $21 million of bank owned life insurance to fund the SERPs and entered into split-dollar life insurance agreements with each of the executives receiving a SERP. The SERP provides that Mr. D’Angelo shall receive annual payments of $300,000 upon attaining the age of 65, with such payments payable monthly over a period of 120 months. Mr. D’Angelo attained the age of 65 in February 2025 and began receiving payments under his SERP, which payments totaled $250,000 during 2025. Mr. D’Angelo’s SERP provides for a lump sum payment of the normal retirement age accrual balance benefit upon a qualifying change in control. The payment of the benefits is subject to forfeiture if Mr. D’Angelo’s employment is terminated with cause, or if under the Federal Deposit Insurance Act, the executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency or the Bank is in default. John R Campbell. In October 2025, the Bank entered into a Salary Continuation Agreement with Mr. Campbell and amended a Split Dollar Life Insurance Agreement (the “Split Dollar Agreement”) in place with Mr. Campbell. The Salary Continuation Agreement represents an unfunded, non-qualified deferred compensation arrangement under the Internal Revenue Code of 1986, as amended. The Salary Continuation Agreement between the Bank and Mr. Campbell provides that he shall receive annual payments of $125,000 upon attaining the age of 65, with such payments payable monthly over a period of 120 months (10 years). Mr. Campbell is also entitled to certain reduced payments following a termination of employment prior to attaining age 65 (other than a termination due to death or with cause), which payments will be made on the same schedule as set forth above. Mr. Campbell’s Salary Continuation Agreement provides for a lump sum payment of the accrual balance amount of the applicable benefit upon a qualifying change in control. The payment of the benefits to Mr. Campbell is subject to forfeiture if his employment is terminated with cause, or if under the Federal Deposit Insurance Act, he is subject to a final removal or prohibition order issued by an appropriate federal banking agency or the Bank is in default. The Split Dollar Agreement provides for the division of death proceeds under certain life insurance policies owned by the Bank on the life of Mr. Campbell with his designated beneficiary. The Bank has the right to exercise all incidents of ownership of the life insurance policies and maintains at all times ownership of the cash value of the insurance policies. Under the Split Dollar Agreement, if Mr. Campbell dies prior to termination of his employment with the Bank, his designated beneficiary will be entitled to a benefit equal to the accrued liability at retirement from his Salary Continuation Agreement limited to 100% of the Net Amount at Risk insurance portion of the proceeds. For purposes of the Split Dollar Agreement, “Net Amount at Risk” means the difference between the total death proceeds payable under the insurance policies less the aggregate cash value of the policies measured as of the date giving rise to the need for such calculation. The amount of the benefit payable under the Split Dollar Agreement may be reduced or eliminated if Mr. Campbell fails to cooperate with the Bank or the insurer with regards to the policies. In addition, no benefits will be paid if he dies under circumstances that result in no coverage under the policies (such as suicide); provided, however, that the Bank will evaluate the reason for denial and, upon advice of legal counsel and in its sole discretion, consider judicially challenging such denial.
COMPENSATION TABLES
| Summary Compensation Table | | | | | | | | | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | John J. D’Angelo | 2025 | $647,689 | $381,184 | $— | $408,500 | $47,058 | $1,484,431 | | President and Chief Executive Officer | 2024 | 618,565 | 179,867 | 119,911 | 335,178 | 47,783 | 1,301,304 | | John R. Campbell | 2025 | 342,001 | 197,290 | — | 113,134 | 23,032 | 675,457 | | Executive Vice President and Chief Financial Officer | 2024 | 316,622 | 91,921 | 61,280 | 92,827 | 20,246 | 582,896 | | Linda M. Crochet | 2025 | 239,467 | 103,669 | — | 54,304 | 13,504 | 410,944 | | Executive Vice President and Chief Operations Officer | 2024 | 221,961 | 80,655 | — | 42,979 | 12,383 | 357,978 |
COMPENSATION TABLES
| Pay Versus Performance Table | | | | | | | | 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(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income ($ in thousands) | | 2025 | $1,484,431 | $1,842,648 | $543,201 | $661,888 | $132.93 | $22,904 | | 2024 | 1,301,304 | 1,922,871 | 470,437 | 562,173 | 107.05 | 20,252 | | 2023 | 1,267,138 | 847,582 | 383,895 | 359,073 | 71.05 | 16,678 |
COMPENSATION TABLES
| Summary Compensation Table Total to CAP Reconciliation | | | | | | | | | | | | | | Adjust Value of Current Year’s Equity Grant | | Adjust For Incremental Increase/(Decrease) in Value of All Other Outstanding Equity Grants | | | | | | Year | | Summary Compensation Table Total | Subtract Grant Date Fair Value as reported in Summary Compensation Table | Add Fair Value at 12/31 | Add Change in Fair Value of Unvested Awards as of 12/31 | Add Change in Fair Value of Awards Vested during Year | Forfeited during Year | Accrued Dividend Equivalents | CAP | | 2025 | PEO | $1,484,431 | $(381,184) | $585,008 | $291,019 | $(136,626) | $— | $— | $1,842,648 | | | Average NEOs | 543,201 | (150,480) | 230,928 | 53,076 | (14,837) | — | — | 661,888 | | 2024 | PEO | 1,301,304 | (299,778) | 432,955 | 456,334 | 32,056 | — | — | 1,922,871 | | | Average NEOs | 470,437 | (116,928) | 164,793 | 41,542 | 2,329 | — | — | 562,173 | | 2023 | PEO | 1,267,138 | (394,995) | 425,267 | (347,227) | (102,699) | — | 98 | 847,582 | | | Average NEOs | 383,895 | (87,489) | 81,834 | (14,905) | (4,262) | — | — | 359,073 |
Relationship Between CAP and Financial Performance
| Outstanding Equity Awards at December 31, 2025 | | | | | | | | | | Option Awards | | | | | Stock Awards | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | 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) | | John J. D’Angelo | 3/1/2016 | 29,070 | —(3) | $14.28 | 3/1/2026 | 47,811 | $1,277,510 | | | 3/1/2017 | 19,944 | —(4) | 20.25 | 3/1/2027 | | | | | 3/1/2018 | 17,466 | —(5) | 24.30 | 3/1/2028 | | | | | 3/1/2019 | 20,547 | —(6) | 24.40 | 3/1/2029 | | | | | 3/1/2020 | 31,914 | —(7) | 21.36 | 3/1/2030 | | | | | 4/1/2021 | 16,596 | 4,150(8) | 20.72 | 4/1/2031 | | | | | 4/1/2022 | 13,452 | 8,969(9) | 18.92 | 4/1/2032 | | | | | 4/1/2023 | 13,798 | 20,699(10) | 13.96 | 4/1/2033 | | | | | 4/1/2024 | 3,970 | 15,882(11) | 16.35 | 4/1/2034 | | | | John R. Campbell | 4/1/2024 | 2,029 | 8,116(11) | 16.35 | 4/1/2034 | 18,118 | 484,113 | | Linda M. Crochet | — | — | — | — | — | 15,739 | 420,546 |