SCHEDULE 14A
(Rule
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934
SCHEDULE 14A | ||||||||
(Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934 | ||||||||
☐ | Preliminary Proxy Statement | |||||||
☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |||||||
☒ | Definitive Proxy Statement | |||||||
☐ | Definitive Additional Materials | |||||||
☐ | Soliciting Material |
☒ | No fee required | |||||||
☐ | Fee paid previously with preliminary materials | |||||||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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301
ON MAY 2, 2024
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BY ORDER OF THE BOARD OF DIRECTORS
R. Blake Chatelain
President and Chief Executive Officer
BY ORDER OF THE BOARD OF DIRECTORS | |||||
R. Blake Chatelain | |||||
President and Chief Executive Officer |
i
301
Thursday, May 2, 2024
March 15, 2024
Bank, our wholly-owned subsidiary.
THURSDAY, MAY 2, 2024
•Notice of 20202024 Annual Meeting of Shareholders to be held on Wednesday, June 10, 2020;
•Proxy Statement for 20202024 Annual Meeting of Shareholders to be held on Wednesday, June 10, 2020;
•Form of Proxy; and
•Annual Report to Shareholders, including the Annual Report on Form10-K, for the fiscal year ended December 31, 2019.
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M. Scott Ashbrook | ||||||||||||||
Michael J. Brown, C.F.A. | Anna Brasher Moreau, D.D.S., M.S. | Don L. Thompson | ||||||||||||
R. Blake Chatelain | Robert A. Nichols | |||||||||||||
Kirk D. Cooper | Willie P. Obey | |||||||||||||
What is a proxy?
shares with respect to the ratification of the appointment of Postlethwaite & NettervilleEisnerAmper as our independent registered public accounting firm (Proposal 2)Two). In the absence of specific instructions from you, your broker, bank, or other nominee does not have discretionary authority to vote your shares with respect to the election of directors to our board (Proposal 1)One).
•Via the Internet: You may vote over the Internet by visiting www.proxydocs.com/RRBI and selecting the option to vote on that website.
•Via Telephone: To vote over the telephone, please call toll free (866)390-5265 using a touch-tone phone and follow the recorded instructions.
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Your proxy card, telephone, or internettelephone vote must be received by the Company no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting.
proxy card but you do not complete the voting instructions, then your brokernominee will be unable to vote your shares with respect to Proposal One — the election of directors. However, your brokernominee has the discretionary authority to vote your shares with respect to Proposal Two — the ratification of the appointment of Postlethwaite & Netterville,EisnerAmper, even if you do not complete the voting instructions for that proposal.
nominee.
•FOR the election of each of the 11 director nominees,nominees; and
•FOR the proposal to ratify the appointment of Postlethwaite & NettervilleEisnerAmper as our independent registered public accounting firm for the year ending December 31, 2020.
•FOR the election of each of the 11 director nominees.
•FOR the proposal to ratify the appointment of Postlethwaite & NettervilleEisnerAmper as our independent registered public accounting firm for the year ending December 31, 2020.
EisnerAmper.
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common stock are held in “street name,” then you are not the shareholder of record. For you to vote the shares that you beneficially own and that are held in “street name,” you must provide us with a copy of a legal proxy from the broker, bank, or other nominee that was the record holder of your shares held in “street name” as of 5:00 p.m. (CentralCentral Daylight Time)Time on the record date, confirming that you were the beneficial owner of those shares as of 5:00 p.m. (CentralCentral Daylight Time)Time on the record date, stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank, or other nominee, and appointing you as the record holder’s proxy to vote the shares covered by that proxy at the annual meeting. To obtain instructions on how to provide the nominee-issued proxy to us in advance of the annual meeting, you should contact Julia E. Callis, Investor Relations CoordinatorSenior Vice President, General Counsel, and Corporate Secretary for Red River Bancshares, Inc., by telephone at (318)561-4042 or at the following address: Red River Bancshares, Inc., 1412 Centre Court Drive, Suite 501,301, Alexandria, Louisiana 71301, Attn: Investor Relations.
•delivering to us prior to the annual meeting a written notice of revocation addressed to: Red River Bancshares, Inc., Attn: Corporate Secretary, 1412 Centre Court Drive, Suite 501,301, Alexandria, Louisiana 71301;
•completing, signing, and returning a new proxy card with a later date than your original proxy card prior to the annual meeting, and any earlier proxy will be revoked automatically;
•logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically, or by calling the telephone number specified on your proxy card and following the instructions indicated on the proxy card; or
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in street name“street name” and do not provide voting instructions to your broker, bank, or other nominee, those shares will be counted as brokernon-votes for allnon-routine matters. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter, and a broker, bank, or other nominee may generally vote on routine matters, no brokernon-votes are expected to occur in connection with this proposal. Any abstentions will not have the effect of a vote against the proposals to ratify the appointment of Postlethwaite & Netterville as our independent registered public accounting firm.
A
Similarly, any broker non-votes or abstentions will not have any effect on the election of directors because broker non-votes and abstentions are not counted as votes cast at the annual meeting.
Who can help answer my questions?
Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Company Director Since | ||||||
M. Scott Ashbrook | 50 | Director | Director | 2013 | ||||||
R. Blake Chatelain | 56 | Director, President and Chief Executive Officer | Director, President and Chief Executive Officer | 1998 | ||||||
Kirk D. Cooper | 71 | Director | Director | 1998 | ||||||
F. William Hackmeyer, Jr. | 78 | Director | — | 2000 | ||||||
Barry D. Hines | 72 | Director | Director | 1998 | ||||||
Robert A. Nichols | 70 | Director | Director | 2007 | ||||||
Willie P. Obey | 70 | Director | Director | 1998 | ||||||
Teddy R. Price | 56 | Director | Director | 1998 | ||||||
John C. Simpson | 78 | Director and Non-Executive Chairman of the Board | Director and Non-Executive Chairman of the Board | 1998 | ||||||
Don L. Thompson | 61 | Director | Director | 1998 | ||||||
H. Lindsey Torbett, CPA, CFP | 65 | Director | Director | 1998 |
Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Company Director Since | ||||||||||
M. Scott Ashbrook | 54 | Director | Director | 2013 | ||||||||||
Michael J. Brown, C.F.A. | 60 | Director | Director | 2024 | ||||||||||
R. Blake Chatelain | 60 | Director, President, and Chief Executive Officer | Director, President, and Chief Executive Officer | 1998 | ||||||||||
Kirk D. Cooper | 75 | Director | Director | 1998 | ||||||||||
Michael D. Crowell | 48 | Director | Director | 2022 | ||||||||||
Anna Brasher Moreau, D.D.S., M.S. | 45 | Director | Director | 2021 | ||||||||||
Robert A. Nichols | 74 | Director | Director | 2007 | ||||||||||
Willie P. Obey | 74 | Director | Director | 1998 | ||||||||||
Teddy R. Price | 60 | Director and Non-Executive Chair of the Board | Director and Non-Executive Chair of the Board | 1998 | ||||||||||
Don L. Thompson | 65 | Director | Director | 1998 | ||||||||||
H. Lindsey Torbett | 69 | Director | Director | 1998 |
officer of the Company.
Michael J. Brown, C.F.A. Mr. Brown serves as a director of the Company and the Bank, and has been with our organization since January 25, 2024. He serves on Red River Bank’s Directors’ Loan Committee. Mr. Brown was President of Regional Banking for First Horizon Bank from 2020, when First Horizon National Corporation completed its acquisition of IBERIABANK Corporation, until he retired on December 31, 2021. Before then, he served as the Vice
F. William Hackmeyer, Jr.
Barry D. Hines. Mr. Hines serves as a director of the Company and Red River 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. Hines has been involved in the ownership and management of multiple healthcare facilities and businesses, and currently serves as President of Quality Care Givers, Inc., a healthcare business consulting firm. Until its sale in 2002, Mr. Hines was general manager and part owner of Advantage Medical Products, LLC, a medical products supply company based in Alexandria, Louisiana. Mr. Hines is a former administrator of the Rapides Parish Police Jury and a former Chairman of the England Industrial Airpark and Community, the public entity on which the Alexandria International Airport is located. Mr. Hines is a graduate of Louisiana State University. His extensive business and management experience, community involvement, as well as his years of experience as a director of the Company and the Bank, and has been with our organization since 2022. He serves on our Compensation Committee and Nominating and Corporate Governance Committee and on Red River Bank’s Compensation Committee and Directors’ Loan Committee. Mr. Crowell currently serves as president of Crowell Forest Resources, LLC, where he has been employed for the past 20 years. Crowell Forest Resources, LLC is a fifth generation family timberland company founded in 1892 based in Long Leaf, Louisiana. He is a graduate of Tulane University’s A.B. Freeman School of Business, where he earned a B.S. in Management. Mr. Crowell is a past chair of the board of directors of the United Way of Central Louisiana and a past member of the board of directors of the Central Louisiana Community Foundation. He currently serves on the board of directors of the LSUA Foundation, the Louisiana Forestry Association, and the Southern Forest Heritage Museum. Mr. Crowell is also the current Board President of the Forest Landowners Association. His deep community connections and business acumen qualify him to serve on our board of directors.
Willie P. Obey. Mr. Obey serves as a director of the Company and Red Riverthe Bank, and has been with our organization since 1998. He serves as a member of our Audit Committee and Red River Bank���sBank’s Directors’ Loan Committee and Asset/Liability Management Committee. Mr. Obey is the President and owner of Obey Financial Group, LLC, a company he founded in 1993, which provides personal consumer loans. He also is the President of Willie Obey & Associates LLC, founded in 1980, which provides financial planning services to businesses and individuals. He is currently a General Agent for both Assurity Life and Lafayette Life Insurance companies and a current lifetime and qualifying member of the Million Dollar Round Table (“MDRT”). He has 4046 years of qualifying membership with seven10 years as Court Of Theof 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.
John C. Simpson. Mr. Simpson serves as the
Don L. Thompson. Mr. Thompson serves as a director of the Company and Red Riverthe Bank and has been with our organization since 1998. He serves as a member of our Audit Committee, and 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. Mr. ThompsonHe 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.
began his career with the firm of Price Waterhouse & Co. in Houston, Texas in 1975. Mr. Torbett currently chairsHe recently retired after 45 years as a Certified Public Accountant and a Certified Financial Planner. He previously chaired the Alexandria Civil Service Commission, is a former Alexandria city councilman, and is a former board member of the Port Authority of Alexandria. He is also a Certified Public Accountant and Certified Financial Planner. Mr. Torbett is a graduate of Northwestern State University and holds a B.S. (with Honors) in Accounting. His extensive financial and accounting experience and community involvement, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors.
Broker non-votes and abstentions will not have any effect on the election of directors because broker non-votes and abstentions are not counted as votes cast at the annual meeting.
1998, effective May 21, 2023. Following EisnerAmper’s acquisition of P&N, the Company continued to receive auditing services from P&N, until such services were transitioned to EisnerAmper. The Company signed an engagement letter with EisnerAmper on December 15, 2023, for the fiscal year ending December 31, 2023.
Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Years of Banking Experience | Years with Red River Bank | |||||||
R. Blake Chatelain | 56 | President and Chief Executive Officer | President and Chief Executive Officer | 38 | 21 | |||||||
Isabel V. Carriere, CPA, CGMA | 53 | Executive Vice President, Chief Financial Officer, and Assistant Secretary | Executive Vice President, Controller, and Assistant Secretary | 28 | 21 | |||||||
Amanda W. Barnett, JD | 56 | Senior Vice President, General Counsel, and Corporate Secretary | Senior Vice President, General Counsel, and Corporate Secretary | 31 (legal) | 10 | |||||||
Andrew B. Cutrer | 46 | Senior Vice President | Senior Vice President and Director of Human Resources | 20 | 18 | |||||||
Bryon C. Salazar | 47 | - | Executive Vice President — Chief Lending Officer | 25 | 21 | |||||||
Tammi R. Salazar | 50 | - | Executive Vice President — Private Banking, Mortgage, and Investments | 27 | 21 | |||||||
G. Bridges Hall, IV | 46 | - | Northwest Market President | 14 | 14 | |||||||
David K. Thompson | 54 | - | Southeast Market President | 30 | 4 |
Name | Age | Position with Red River Bancshares, Inc. | Position with Red River Bank | Years of Banking Experience | Years with Red River Bank | |||||||
Harold W. Turner | 70 | - | Executive Vice President and Chief Corporate Development Officer | 47 | 14 | |||||||
Debbie B. Triche | 50 | - | Senior Vice President and Retail Administrator | 26 | 20 | |||||||
Gary A. Merrifield | 57 | - | Senior Vice President and Credit Policy Officer | 34 | 5 | |||||||
Jeffrey R. Theiler | 55 | - | Senior Vice President and Chief Operations Officer | 32 | 4 |
Name Age Position with Red River
Bancshares, Inc.Position with
Red River BankYears of
Banking
ExperienceYears with
Red River
BankJulia E. Callis, J.D. 55 Senior Vice President, General Counsel, and Corporate Secretary Senior Vice President, General Counsel, and Corporate Secretary 31 (legal) 4 Isabel V. Carriere, C.P.A., C.G.M.A. 57 Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary Executive Vice President, Chief Financial Officer, and Assistant Corporate Secretary 32 25 R. Blake Chatelain 60 President and Chief Executive Officer President and Chief Executive Officer 42 25 Andrew B. Cutrer 50 Senior Vice President Senior Vice President
and Director of Human
Resources24 22 G. Bridges Hall, IV 50 — Senior Vice President and Chief Credit Policy Officer 18 18 Bryon C. Salazar 51 — Executive Vice President — Chief Banking Officer 29 25 Tammi R. Salazar 54 — Executive Vice President — Chief Operating Officer 31 25 David K. Thompson 58 — Capital Market
President34 8 Debbie B. Triche 54 — Senior Vice President and Retail Administrator 30 24
Bryon C. Salazar. Mr. Salazar
Tammi R. Salazar. Ms. Salazar serves as Executive Vice President — Private Banking, Mortgage, and Investments of Red River Bank and leads our private banking, mortgage lending, and investment groups on a company-wide basis. She has been with our organization since 1998. Prior to joining the Bank, Ms. Salazar was Vice President for Rapides Bank & Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana. She has served on the Board of Trustees of The Rapides Foundation, having served as Board Chair, and on the Board of Directorsgraduating Order of the Alexandria Country Day School.Coif. Ms. Salazar currentlyCallis serves on the boards of directors of the Rapides Children’s Advocacy CenterPublic Affairs Research Council of Louisiana and the River Oaks Art Center. Ms. Salazar is a graduate ofCentral Louisiana Tech University, B.S. in Finance.
Technical Community College Foundation.
Accountant,C.G.M.A., and is a graduate of the A.B. Freeman School of Business at Tulane University, holding a B.S. in Management.
Harold W. Turner. Mr. Turner serves as a director, Executive Vice President and Chief Corporate Development Officer of Red River Bank, and has been with our organization since 2006. Prior to joining the Bank, Mr. Turner was Executive Vice President and Regional Chairman of Hibernia National Bank’s Northern Region, which included all of Northern Louisiana and Northern Texas. Mr. Turner spent a total of 33 years in the employment of Hibernia National Bank. In addition to his banking background, Mr. Turner has served as Chairman of several nonprofit organizations in the communities in which he has lived. In 2009, he was awarded the Business Leader of the Year in Shreveport-Bossier City by The Greater Shreveport Chamber of Commerce. In 2012, he was inducted into the Business Hall of Fame by the Junior Achievement of Northwest Louisiana. Mr. Turner is a graduate of Northeast Louisiana State University, B.S. in Data Processing, and Northwestern State University, M.B.A. In addition, he is a graduate of the School of Banking of the South at LSU in Baton Rouge, the Graduate School of Banking at the University of Oklahoma, and the American Banking Association School of Banking at Northwestern University in Evanston, Illinois.
Amanda W. Barnett, JD. Ms. Barnett serves as Senior Vice President, General Counsel, and Corporate Secretary of the Company and Red River Bank, and has been with the organization since 2010. Prior to joining Red River Bank, she was with the firm of Gold, Weems, Bruser, Sues & Rundell in Alexandria, Louisiana and before then with the firm of Milling, Benson, Woodward, Hillyer, Pierson & Miller in New Orleans, Louisiana. She is admitted to practice in Louisiana and in the U. S. District Courts for the Western, Middle, and Eastern Districts of Louisiana, and the Northern and Eastern Districts of Texas. Ms. Barnett is a member of the Louisiana State Bar Association, the American Bar Association, and the Bar Association of the Federal Fifth Circuit. Ms. Barnett is a graduate of Newcomb College of Tulane University, B.A. in English Literature (Cum Laude), and Louisiana State University, J.D., graduating Order of the Coif and Phi Kappa Phi. She currently serves as President of the Louisiana Bar Foundation and is on its board of directors, is a past Chairman of the Bank Counsel Committee of the Louisiana Bankers Association, and is on the Government Relations Council of the American Bankers Association.
Andrew B. Cutrer. Mr. Cutrer serves as Senior Vice President for the Company and as Senior Vice President and Director of Human Resources for Red River Bank. He has been with our organization since 2001. Prior to joining the Bank, Mr. Cutrer was Director of Human Resources at Bunkie General Hospital. Mr. Cutrer has a B.S. in Management and Marketing from Louisiana College, and an M.B.A. from Louisiana Tech University.
Branch Managerretail branch manager with Rapides Bank and& Trust Company in Alexandria, Louisiana, a subsidiary of First Commerce Corporation in New Orleans, Louisiana. She was also formerly a Vice Presidentvice president and Retail Branch Managerretail branch manager with Hancock Bank in Alexandria.Alexandria, Louisiana. Ms. Triche is a graduate of Louisiana Tech University and holds a B.S. in Marketing.
Gary A. Merrifield. Mr. Merrifield serves as Senior Vice President and Credit Policy Officer for Red River Bank, and has been with our organization since 2015. Prior to joining the Bank, Mr. Merrifield was the Senior Regional Credit Officer in Florida for Hancock Bank since 2010 and served as Regional Credit Officer in Louisiana for Hancock Bank since 2001. He began his career in 1985 with City National Bank, a subsidiary of First Commerce Corporation, New Orleans, Louisiana. Mr. Merrifield is a graduate of Nicholls State University, B.S. in Marketing, and the Graduate School of Banking at Louisiana State University.
Jeffrey R. Theiler. Mr. Theiler serves as Senior Vice President and Chief Operations Officer for Red River Bank, and has been with our organization since 2015. Mr. Theiler has over 31 years of banking experience in retail, financial analysis, operations, security, and risk. Prior to joining the Bank, Mr. Theiler served in a similar capacity with The Peoples Bank for one year, but most of his banking career, sixteen years, was with Hancock Whitney Bank in various senior leadership roles; his last position with Hancock Whitney was as their Chief Information Security Officer. Mr. Theiler is a graduate of the A.B. Freeman School of Business at Tulane University, B.S. in Management, and Loyola University, M.B.A.
Board Diversity Matrix (as of March 15, 2024) | ||||||||||||||
Total Number of Directors | 11 | |||||||||||||
Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||
Directors | 1 | 10 | — | — | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | — | 1 | — | — | ||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||
Asian | — | — | — | — | ||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||
White | 1 | 9 | — | — | ||||||||||
Two or More Races or Ethnicities | — | — | — | — | ||||||||||
LGBTQ+ | — | |||||||||||||
Did Not Disclose Demographic Background | — |
The Nominating and Corporate Governance Committee reviews related party transactions and investigates any possible violations of the Code of Business Conduct and Ethics or other standards of business conduct, except those that may be related to our audit or accounting practices.
2023.
•selecting, engaging, and overseeing the independent auditors;
•overseeing the integrity of our financial statements, including the annual audit, the annual audited financial statements, financial information included in our periodic reports filed with the SEC, and any earnings releases or presentations;
•overseeing our financial reporting internal controls;
•overseeing our internal audit functions, including oversight of the Company officer responsible for management of the internal audit function;
•overseeing our compliance with applicable laws and regulations related to financial reporting;
•overseeing our risk management functions related to financial reporting;
•overseeing our process for receipt of complaints and our Whistleblower Policy; and
•reviewing and investigating any possible violation of the Code of Business Conduct and Ethics or other standards of business conduct by any officer or employee of the Company that is related to our audit or accounting practices.
2023.
•overseeing and evaluating the Company’s compensation structure, policies, and programs;
•annually reviewing and approving CEOChief Executive Officer compensation, goals, and objectives relevant to the compensation of the CEO,Chief Executive Officer, and evaluating the CEO’sChief Executive Officer’s performance in light of such goals and objectives;
•together with the CEO,Chief Executive Officer, annually reviewing and approving compensation of our other executive officers;
•reviewing and ensuring compliance with applicable laws and regulations regarding executive compensation;
•retaining, or obtaining the advice of, such compensation consultants, legal counsel, or other advisers as the Compensation Committee deems necessary or appropriate for it to carry out its duties, with direct
•reviewing and approving employment agreements, severance arrangements, change in control agreements, and similar matters; and
•administering, reviewing, and making recommendations with respect to our equity compensation plans.
Compensation Committee Interlocks and Insider Participation
During 2019, none of the members of our Compensation Committee were an officer or employee of Red River Bancshares, Inc. or Red River Bank. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
2023.
•evaluating and making recommendations to our board regarding our board’s number and composition, committee structure and assignments, and director responsibilities;
•assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to our board of directors, including reviewing any prospective directors nominated by shareholders;
•developing and overseeing a self-evaluation process for our board;
•reviewing developments in corporate governance practices and developing and recommending governance guidelines applicable to our board of directors; and
•reviewing related party transactions and investigating any possible violation of the Code of Business Conduct and Ethics or other standards of business conduct by any director or executive officer of the Company, except as such are related to our audit or accounting practices (which are addressed by our Audit Committee).
Attn: Corporate Secretary
301
•R. Blake Chatelain, President and Chief Executive Officer of Red River Bankthe Company and Red River Bancshares, Inc.;
•Bryon C. Salazar, Executive Vice President — Chief LendingBanking Officer of Red Riverthe Bank; and
•Tammi R. Salazar, Executive Vice President — Private Banking, Mortgage, and InvestmentsChief Operating Officer of Red Riverthe Bank.
Nonqualified Deferred Compensation Earnings(3) R. Blake Chatelain President and Chief Executive Officer Bryon C. Salazar Executive Vice President — Chief Lending Officer Tammi R. Salazar Executive Vice President — Private Banking, Mortgage, and Investmentsfiscal years ended December 31, 20192023 and 2018.2022, respectively. The compensation shown onin the table below is paid to such employees by Red Riverthe Bank.Name and Principal Position Year Salary Bonus(1) Stock
Awards(2) All Other
Compensation(4) Total 2019 $ 415,000 $ 174,000 $ — $ 51,448 $ 28,288 $ 668,736 2018 $ 389,053 $ 145,000 $ — $ 48,536 $ 26,987 $ 609,576 2019 $ 232,816 $ 65,000 $ 28,890 $ 13,301 $ 18,084 $ 358,091 2018 $ 223,344 $ 57,000 $ 29,992 $ 12,547 $ 11,371 $ 334,254 2019 $ 257,501 $ 65,000 $ 28,890 $ 17,271 $ 19,828 $ 388,490 2018 $ 241,318 $ 57,000 $ 29,992 $ 16,293 $ 17,793 $ 362,396 (1)Represent discretionary awards for 2017 and 2018 performance paid in 2018 and 2019, respectively.(2)These amounts represent the aggregate grant date fair value of restricted stock granted in 2018 and 2019, calculated in accordance with Financial Accounting Standards Board Account Standards Codification Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 1 and Note 11 to our audited consolidated financial statements for the years ended December 31, 2019 and 2018. The fair market value of shares was determined using the Nasdaq closing value as of the date of grant.(3)We sponsor anon-qualified,non-contributory Supplemental Executive Retirement Plan (“SERP”). The amounts in this column represent the increase in the named executive officers’ vested benefits under the SERP during the year. See the discussion under “Supplemental Executive Retirement Plan” for additional information.
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2019 — Description of Other Compensation | Chatelain | B. Salazar | T. Salazar | |||||||||
Employer 401(k) contributions | $ | 10,500 | $ | 9,000 | $ | 9,000 | ||||||
Vehicle allowance | 10,200 | 6,300 | 7,800 | |||||||||
Life insurance premiums | 2,156 | 426 | 2,338 | |||||||||
Dividends paid on restricted stock | 800 | 690 | 690 | |||||||||
Social and civic club dues and memberships | 4,632 | 1,668 | — | |||||||||
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Total | $ | 28,288 | $ | 18,084 | $ | 19,828 | ||||||
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Name and Principal Position Year Salary Total R. Blake Chatelain 2023 $ 524,300 $ 325,000 $ 48,110 $ 35,031 $ 932,441 President and Chief Executive Officer 2022 $ 484,150 $ 280,000 $ — $ 29,411 $ 793,561 Bryon C. Salazar 2023 $ 300,790 $ 135,000 $ 38,488 $ 24,255 $ 498,533 Executive Vice President —
Chief Banking Officer2022 $ 279,123 $ 100,000 $ 37,380 $ 22,450 $ 438,953 Tammi R. Salazar 2023 $ 312,822 $ 135,000 $ 38,488 $ 23,035 $ 509,345 Executive Vice President — Chief Operating Officer 2022 $ 290,289 $ 100,000 $ 37,380 $ 22,116 $ 449,785
2023 Description of All Other Compensation | Chatelain | B. Salazar | T. Salazar | ||||||||||||||
Employer 401(k) contributions | $ | 16,875 | $ | 13,454 | $ | 14,089 | |||||||||||
Vehicle allowance | 10,200 | 8,400 | 8,400 | ||||||||||||||
Life insurance premiums | 3,512 | 651 | 546 | ||||||||||||||
Social and civic club dues and memberships | 4,444 | 1,750 | — | ||||||||||||||
Total | $ | 35,031 | $ | 24,255 | $ | 23,035 |
2023
Restricted Stock Awards | ||||||||||||||
Name | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of stock that have not vested ($)(2) | ||||||||||||
R. Blake Chatelain | 1,450 | $ | 81,360 | |||||||||||
Bryon C. Salazar | 2,020 | $ | 113,342 | |||||||||||
Tammi R. Salazar | 2,020 | $ | 113,342 |
Option Awards | Restricted Stock Awards | |||||||||||||||||||
Name | Number of Securities Underlying Options Exercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | |||||||||||||||
R. Blake Chatelain | 10,000 | $ | 14.31 | 03/24/2020 | 800 | (2) | $ | 44,848 | ||||||||||||
| 10,000 | $ | 17.33 | 07/01/2022 |
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Bryon C. Salazar |
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| 2,260 | (3) | $ | 126,696 | |||||||
Tammi R. Salazar |
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| 2,260 | (4) | $ | 126,696 |
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Name | Unvested Shares of Restricted Stock | Date of Grant | Vesting Schedule | |||||||||||
R. Blake Chatelain | 450 | July 1, 2021 | 33% on |
| April 1, 2023 | 20% on each of | ||||||||||||
Bryon C. Salazar | 120 | July 1, 2019 | 100% on July 1, |
| July 1, 2020 | 50% on each of July 1, 2024 and 2025 | ||||||||||||
300 | July 1, 2021 | 33% on each of July 1, 2024, 2025, and 2026 | ||||||||||||
560 | July 1, 2022 | 25% on each of July 1, 2024, 2025, 2026, and 2027 | ||||||||||||
800 | April 1, 2023 | 20% on each of April 1, 2024, 2025, 2026, 2027, and 2028 | ||||||||||||
Tammi R. Salazar | 120 | July 1, 2019 | 100% on July 1, | |||||||||||
240 | July 1, | 50% on each of July 1, | ||||||||||||
300 | July 1, | 33% on each of July 1, |
| July 1, | 25% on each of July 1, | ||||||||||||
800 | April 1, 2023 | 20% on |
We continue to follow these same principles in our compensation programs for all employees, including our executive officers. Our Compensation Committee analyzes and reviews current market data for comparable financial institutions and for the industry as a whole, and strives to maintain compensation programs that are competitive among our peers.
Plan
Red River Bancshares, Inc. 2008 Equity Incentive Plan.On April 17, 2008, our board of directors adopted the 2008 Plan. The 2008 Plan provided for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), restricted stock awards, restricted stock units, stock appreciation rights (“SARs”), or any combination thereof. The 2008 Plan expired on December 31, 2018, and no new awards may be granted under the 2008 Plan. However, all outstanding and unexercised awards previously granted under the 2008 Plan will continue to be governed by the terms and conditions of the 2008 Plan.
As of December 31, 2019, we had 20,500 outstanding and unexercised stock options issued under the 2008 Plan, of which all shares were vested. All of these options have been issued to our executive officers and key personnel, including our named executive officers, and remain subject to the terms and conditions of the 2008 Plan until they are exercised or forfeited. As of December 31, 2019, the weighted average exercise price of the stock options issued under our 2008 Plan was $15.78.
We have also granted shares of restricted stock under the 2008 Plan to our executive officers and key personnel, including our named executive officers, pursuant to individual restricted stock award agreements. As of December 31, 2019, we had an aggregate of 14,630 outstanding and unvested restricted stock awards granted under the 2008 Plan. The shares of restricted stock vest in 20.0% increments on the first through the fifth anniversaries of the grant date.
Red River Bancshares, Inc.stockholder-approved 2018 Equity Incentive Plan.On October 25, 2018, our board of directors adopted the 2018 Plan subject to its adoption by our shareholders. The 2018 Plan was presented to, and was approved by, our shareholders at our 2019 annual shareholders’ meeting that was held on April 3, 2019. The following is a brief summary of the material terms of our 2018 Plan.
Purpose(the “2018 Plan”).
Administration.Our board of directors or one or more committees appointed by our board of directors will administer the 2018 Plan. For this purpose, our board of directors has delegated general administrative authority for the 2018 Plan to the Compensation Committee.
Term. The 2018 Plan became effective when it was approved and adopted by our board on October 25, 2018. Unless earlier terminated by our board in accordance with its terms, the 2018 Plan will continue in effect until the date that all shares issuable under the 2018 Plan have been purchased or acquired; provided, however, that in no eventawards may any awards be granted under the 2018 Plan more than ten years after its effective date.
Eligibility. Persons eligible to receive awards under the 2018 Plan include officers, directors, employees, and consultants of the Company and Bank. The Compensation Committee determines from time to time the participants to whom awards will be granted.
Authorized Shares; Limits on Awards.
Currently Outstanding Awards. As of December 31, 2019, we had no outstanding and unexercised stock options issued under the 2018 Plan. We have granted shares of restricted stock under the 2018 Plan to our executive officers and key personnel, including our named executive officers, pursuant to individual restricted stock award agreements. During 2019, we granted a total of 5,975 restricted stock awards under the 2018 Plan. The shares of restricted stock vest in 20.0% increments on the first through the fifth anniversaries of the grant date. As of December 31, 2019, we had an aggregate of 5,975 outstanding and unvested restricted stock awards under the 2018 Plan. For the year ended December 31, 2019, our compensation expense for shares of restricted stock that vested in 2019, under either the 2008 or 2018 Plans, was $227,000, and there was approximately $641,000 of total unrecognized compensation cost related to restricted stock awards, which will be recognized over a weighted average period of 4.5 years.
Adjustments for Changes in Capitalization. In connection with recapitalizations, stock dividends, stock splits, combination of shares, or other changes in the stock, our Compensation Committee will make adjustments that it deems appropriate to the aggregate number of shares of common stock that may be issued under the 2018 Plan and the terms of outstanding awards.
Incentive Awards.The 2018 Plan authorizes the grant of stock options, SARs, restricted stock, restricted stock units and performance-based awards, as well as other awards described in the 2018 Plan. The 2018 Plan retains the flexibility to offer competitive incentives and to tailor benefits to specific needs and circumstances. Each award will be reflected in an agreement between the Company and the relevant recipient and will be subject to the terms of the 2018 Plan, together with any other terms or conditions contained in the award agreement that are consistent with the 2018 Plan and that the Compensation Committee deems appropriate.
Stock Options.A stock option is the right to purchase shares of common stock at a future date at a specified price per share generally equal to, but no less than, the fair market value of a share on the date of grant.
An option may either be an ISO or NSO. ISOs are taxed differently from NSOs, as described below under “— Federal Income Tax Treatment of Awards under the 2018 Plan.” ISOs also are subject to more restrictive terms and are limited in amount by the Internal Revenue Code and the 2018 Plan. Full payment for shares purchased on the exercise of any option must be made at the time of such exercise in a manner approved by the Compensation Committee.
Stock Appreciation Rights.A SAR is the right to receive payment of an amount equal to the excess of the fair market value of a share of common stock on the date of exercise of the SAR over the fair market value of a share of common stock on the date of grant.
Restricted Stock.A restricted stock award is typically for a fixed number of shares of common stock that remain forfeitable unless and until specified conditions are met. Upon satisfaction of the applicable conditions, the holder of a restricted stock award may sell or transfer the shares.
Restricted Stock Units.A restricted stock unit is an award that entitles the recipient to receive a share of our common stock or an amount of cash equal to the fair market value of a share of our common stock upon the
satisfaction of applicable restrictions. Restricted stock units are similar to restricted stock; however restricted stock units are a promise to deliver shares or cash, while an award of restricted stock is a grant of actual shares of our common stock subject to transfer restrictions.
Performance-Based Awards.Our Compensation Committee may designate any award, the exercisability or settlement of which is subject to the achievement of performance conditions, as a performance-based award. In connection with the evaluation of performance-based compensation, our Compensation Committee may select one or more specified performance objectives when establishing the performance measures of a performance-based award, but such objectives must be set no later than 90 days after the beginning of the applicable performance period. The 2018 Plan allows performance objectives to be described in terms of objectives that are related to an individual participant or objectives that are Company-wide or related to a subsidiary, division, department, region, function, or business unit, and may be measured on an absolute or cumulative basis or on the basis of percentage of improvement over time, and may be measured in terms of Company performance (or performance of the applicable subsidiary, division, department, region, function, or business unit) or measured relative to selected peer companies or a market index.
Acceleration of Awards; Possible Early Termination of Awards.Upon a change in control of our Company, outstanding awards under the 2018 Plan will be assumed or substituted on substantially the same terms.terms by the successor company. However, if the successor corporationcompany does not assume or substitute the outstanding awards, then vesting of these awards will fully accelerate, and in the case of options or SARs, will become immediately exercisable.vest. For this purpose, a change in control is defined to include certain changes in the majority of our board of directors, the sale of all or substantially all of our assets, and the consummation of certain mergers or consolidations.
Transfer Restrictions.Subject to certain exceptions, awards under the 2018 Plan are not transferable by the recipient other than by will or the laws of descent and distribution and are generally exercisable, during the recipient’s lifetime, only by that person.
Termination of or Changes to the 2018 Plan.Our board of directors may, in its discretion, amend, alter, or terminate the 2018 Plan at any time and in any manner. Unless required by applicable law or listing agency rule, shareholder approval for any amendment will not be required. Unless previously terminated by our board of directors, the 2018 Plan will terminate on the tenth anniversary of its effective date. Outstanding awards may be amended, subject, however, to the consent of the holder if the amendment materially and adversely affects the holder.
Federal Income Tax Treatment of Awards under the 2018 Plan.Federal income tax consequences (subject to change) relating to awards under the 2018 Plan are summarized in the following discussion. This summary is not intended to be exhaustive and, among other considerations, does not describe the deferred compensation provisions of Section 409A of the Internal Revenue Code to the extent an award is subject to and does not satisfy those rules; nor does this summary describe state, local, or international tax consequences.
For NSOs, we are generally entitled to deduct (and the optionee recognizes taxable income in) an amount equal to the difference between the option exercise price and the fair market value of the shares at the time of exercise. For ISOs, we are generally not entitled to a deduction nor does the participant recognize income at the time of exercise. The current federal income tax consequences of other awards authorized under the 2018 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as NSOs; nontransferable restricted stock subject to a substantial risk of forfeiture results in income recognition equal to the excess of the fair market value over the price paid (if any) only at the time the restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant); bonuses and performance share awards are generally subject to tax at the time of payment; cash-based awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed when paid. We will generally have a corresponding deduction at the time the participant recognizes income. However, as for those awards subject to ISO treatment, we would generally have no corresponding compensation deduction.
If an award is accelerated under the 2018 Plan in connection with a change in control (as this term is used under the Internal Revenue Code), we may not be permitted to deduct the portion of the compensation attributable to the acceleration, commonly called a parachute payment, if it exceeds certain threshold limits under the Internal Revenue Code (and certain related excise taxes on the individual may be triggered). Furthermore, compensation in excess of $1,000,000 attributable to awards (i) issued after November 2, 2017, (ii) issued before November 3, 2017 that do not qualify as “performance-based” within the meaning of former provision Section 162(m) of the Internal Revenue Code, or (iii) not falling within any other applicable exceptions, may not be deductible in certain circumstances.
2023
Equity Compensation Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)(1) | Weighted average exercise price of outstanding options, warrants, and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2) | |||||||||||||||||
Equity compensation plans approved by security holders | — | $ | — | 166,100 | ||||||||||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||||||||||
Total | — | $ | — | 166,100 |
Equity Compensation Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)(1) | Weighted average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)(2) | |||||||||
Equity compensation plans approved by security holders | 20,500 | $ | 15.78 | 194,025 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
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Total | 20,500 | $ | 15.78 | 194,025 |
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Red River
Red River
R. Blake Chatelain.Red River
terminated in accordance with the terms of the agreement. The agreement provides for a minimum annual increase in base salary of 3.0%, participation in benefit plans and incentive bonus plans offered by Red Riverthe Bank, paid vacation, a vehicle allowance, social and civic club memberships, and health insurance. At December 31, 2019,2023, Mr. Chatelain’s base salary was $420,000.
$535,000.
In addition, Mr. Chatelain will be entitled to payment of an amount equal to the average annual discretionary bonus received by him over the prior three years, multiplied by two if his employment is terminated without cause or he resigns for good reason, and multiplied by three if his employment is terminated without cause or he resigns for good reason, within the six-month period before, or the 24-month period after, a change in control.
Mr. Salazar’s agreement provides that his severance benefits will be reduced if necessary to preserve deductibility by the Bank or the Company under Section 280G of the Internal Revenue Code.
Plan expenses are funded through earnings frombeneficiary of these bank-owned life insurance (“BOLI”) policies, purchased bywhich have cash surrender value and death benefit components. The Bank uses a portion of the Bank.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 $21.8$29.5 million as of December 31, 2019.2023. Our expenses related to the SERP totaled $279,000$414,000 for the year ended December 31, 2019,2023, and our recorded liability under the SERP totaled $2.0$3.4 million as of December 31, 2019.
Supplemental Executive Retirement Plan | ||||||||||||
Name | Vested Annual Benefit as of 12/31/2019 | Full Annual Benefit at Age 65 | Increase in Vested Benefit During 2019 | |||||||||
R. Blake Chatelain | $ | 115,200 | $ | 180,000 | $ | 51,448 | ||||||
Bryon C. Salazar | $ | 51,765 | $ | 110,000 | $ | 13,301 | ||||||
Tammi R. Salazar | $ | 56,774 | $ | 110,000 | $ | 17,271 |
Supplemental Executive Retirement Plan | ||||||||
Name | Vested Annual Benefit as of December 31, 2023 | Full Annual Benefit at Age 65 | ||||||
R. Blake Chatelain | $ | 144,000 | $ | 180,000 | ||||
Bryon C. Salazar | $ | 64,706 | $ | 110,000 | ||||
Tammi R. Salazar | $ | 70,968 | $ | 110,000 |
Red River
We
Amendment and Termination of Director Deferred Compensation Plan. Effective July 30, 2019, our board of directors amended and restated the Red River Bancshares, Inc. and Subsidiaries Deferred Compensation Plan for Directors and Senior Management Employees of Red River Bancshares, Inc. and Subsidiaries (the “Prior Plan”). Under the terms of the Prior Plan, eligibility was extended to both directors and senior management
employees of the Company and its subsidiaries. Under the terms of the restatement, the Prior Plan was renamed the Red River Bancshares, Inc. and Subsidiaries Deferred Compensation Plan for Directors of Red River Bancshares, Inc. and Subsidiaries (the “Director Plan”), and participation was limitedto non-employee directors of the Company and its subsidiaries. Effective July 31, 2019, the Director Plan was terminated, with the effectthat non-employee directors are no longer eligible to participate in the Company’s deferred compensation program following the termination date. Prior to its termination on July 31, 2019,non-employee directors could also elect to have fees for attending board and committee meetings deposited into the deferred compensation program.
Amended and RestatedOur Director Compensation Program. We have adopted an Amended and Restated Director Compensation Program which also allows directors an opportunity to elect to havethe option of receiving their board attendance fees forin Company stock in lieu of cash. Committee attendance at meetings of the board of directors paid in the form of shares of our common stock. Committee fees are only paid to directors in cash. DirectorsA director who electelects to have their annual directorhis or her meeting fees paid within 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 are issued such shares after the end of each calendar year, based on the fair market valuedate of issuance or, if there are no reported sales on such shares.
date, on the last preceding date on which any reported sale occurred.
Name | Fees Earned or Paid in Cash | Fees Paid as Deferred Compensation | Fees Paid in Company Stock(1) | Total Compensation | ||||||||||||
M. Scott Ashbrook | $ | 16,400 | — | — | $ | 16,400 | ||||||||||
Kirk D. Cooper. | $ | 24,500 | — | — | $ | 24,500 | ||||||||||
F. William Hackmeyer, Jr. | — | — | $ | 12,971 | $ | 12,971 | ||||||||||
Barry D. Hines | $ | 5,900 | — | $ | 11,712 | $ | 17,612 | |||||||||
Robert A. Nichols | $ | 5,000 | — | $ | 15,598 | $ | 20,598 | |||||||||
Willie P. Obey | $ | 23,700 | — | — | $ | 23,700 | ||||||||||
Teddy R. Price | — | $ | 5,000 | (2) | $ | 15,598 | $ | 20,598 | ||||||||
John C. Simpson | $ | 2,800 | — | $ | 15,598 | $ | 18,398 | |||||||||
Don L. Thompson | $ | 5,900 | — | $ | 15,598 | $ | 21,498 | |||||||||
H. Lindsey Torbett, CPA, CFP | $ | 27,100 | — | — | $ | 27,100 |
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Name | Fees Earned or Paid in Cash | Fees Paid in Company Stock(1) | Total Compensation | |||||||||||||||||||||||
M. Scott Ashbrook | $ | 13,000 | $ | 13,001 | $ | 26,001 | ||||||||||||||||||||
Kirk D. Cooper | $ | 33,300 | — | $ | 33,300 | |||||||||||||||||||||
Michael D. Crowell | $ | 27,000 | — | $ | 27,000 | |||||||||||||||||||||
Anna Brasher Moreau, D.D.S., M.S. | $ | 14,000 | $ | 14,301 | $ | 28,301 | ||||||||||||||||||||
Robert A. Nichols | $ | 29,300 | $ | — | $ | 29,300 | ||||||||||||||||||||
Willie P. Obey | $ | 32,300 | — | $ | 32,300 | |||||||||||||||||||||
Teddy R. Price | $ | 14,600 | $ | 14,301 | $ | 28,901 | ||||||||||||||||||||
Don L. Thompson | $ | 33,300 | $ | — | $ | 33,300 | ||||||||||||||||||||
H. Lindsey Torbett | $ | 35,900 | — | $ | 35,900 |
•we have been or are to be a participant;
•the amount involved exceeds or will exceed $120,000; and
•any of our directors, executive officers, or beneficial holders of more than 5%5.0% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.
Red Riverthe Bank, us, or our affiliates in the ordinary course of business. These transactions include deposits, loans, and other financial services related transactions. Related person transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. As of December 31, 2019,2023, we had approximately $30.6Red Riverthe Bank, and we had approximately $11.9$14.3 million in unfunded loan commitments to these persons. As of the date of this report, no related party loans were categorized as nonaccrual, past due, restructured, or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors, and principal shareholders, as well as their immediate family members and affiliates.
•each person known to us to be the beneficial owner of more than 5%5.0% of the outstanding shares of our common stock;
•each of our directors and named executive officers; and
•all directors and named executive officers, as a group.
Shares Beneficially Owned | ||||||||||||||
Name of Beneficial Owner | Number | Percent | ||||||||||||
5.0% or Greater Shareholders: | ||||||||||||||
Simeon A. Thibeaux, Trustee(1) | 1,238,557 | 17.5 | % | |||||||||||
Teddy R. Price(2) | 437,437 | 6.2 | % | |||||||||||
John C. Simpson(3) | 409,911 | 5.8 | % | |||||||||||
S3 Dynamics, L.P.(3) | 402,411 | 5.7 | % | |||||||||||
Directors and Named Executive Officers: | ||||||||||||||
M. Scott Ashbrook(4) | 98,082 | 1.4 | % | |||||||||||
Michael J. Brown, C.F.A. | 1,500 | * | ||||||||||||
R. Blake Chatelain(5) | 160,696 | 2.3 | % | |||||||||||
Kirk D. Cooper(6) | 102,130 | 1.4 | % | |||||||||||
Michael D. Crowell(7) | 27,680 | * | ||||||||||||
Anna Brasher Moreau, D.D.S., M.S.(8) | 1,701 | * | ||||||||||||
Robert A. Nichols(9) | 41,745 | * | ||||||||||||
Willie P. Obey | 15,732 | * | ||||||||||||
Teddy R. Price(2) | 437,437 | 6.2 | % | |||||||||||
Bryon C. Salazar(10) | 47,251 | * | ||||||||||||
Tammi R. Salazar(11) | 47,251 | * | ||||||||||||
Don L. Thompson(12) | 61,474 | * | ||||||||||||
H. Lindsey Torbett(13) | 76,180 | 1.1 | % | |||||||||||
All directors and executive officers as a group (19 persons): | 1,170,305 | 16.5 | % |
Shares Beneficially Owned | ||||||||
Name of Beneficial Owner | Number | Percent | ||||||
5% or Greater Shareholders: |
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Simeon A. Thibeaux, Trustee(1) | 836,146 | 11.42% | ||||||
John C. Simpson | 409,911 | 5.60% | ||||||
Teddy R. Price(2) | 394,110 | 5.38% | ||||||
Directors and Named Executive Officers: |
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M. Scott Ashbrook(3) | 97,072 | 1.33% | ||||||
R. Blake Chatelain(4) | 158,146 | 2.16% | ||||||
Kirk D. Cooper(5) | 79,438 | 1.08% | ||||||
F. William Hackmeyer, Jr. | 170,365 | 2.33% | ||||||
Barry D. Hines | 20,486 | * | ||||||
Robert A. Nichols(6) | 41,413 | * | ||||||
Willie P. Obey | 15,732 | * | ||||||
Teddy R. Price(2) | 394,110 | 5.38% | ||||||
Bryon C. Salazar(7) | 34,250 | * | ||||||
Tammi R. Salazar(8) | 38,050 | * | ||||||
John C. Simpson | 409,911 | 5.60% | ||||||
Don L. Thompson(9) | 61,017 | * | ||||||
H. Lindsey Torbett, CPA, CFP(10) | 76,180 | 1.04% | ||||||
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All directors and named executive officers as a group (13 persons) | 1,596,170 | 21.80% |
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Barry D. Hines
Messrs. Cooper, Hines, Obey, Thompson, and Torbett were the members of the Audit Committee who engaged in the review and discussions referred to above in the Report of the Audit Committee prior to March 26, 2020. Mr. Thompson was appointed to the Audit Committee effective February 27, 2020.
2019 | 2018 | |||||||
Audit fees | $ | 162,700 | $ | 124,850 | ||||
Audit-related fees | 31,500 | 31,500 | ||||||
Tax fees | — | — | ||||||
All other fees | 42,395 | 57,501 | ||||||
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Total
2023(2) | 2022(3) | ||||||||||
Audit fees | $ | 195,400 | $ | 179,250 | |||||||
Audit-related fees | 74,750 | 69,500 | |||||||||
Tax fees | — | — | |||||||||
All other fees | — | — | |||||||||
Total | $ | 270,150 | $ | 248,750 |
The Nominating and Corporate Governance Committee will evaluate director nominees proposed by shareholders on the same basis as recommendations received from any other source.
In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 3, 2025. However, if the date of the 2025 annual meeting is more than 30 days before or after the date of the anniversary of the 2024 annual meeting, the notice must be provided by the close of business on the later of the sixtieth day prior to the 2025 annual meeting or the tenth day following the day on which public announcement of the date of the 2025 annual meeting is first made, as provided by Rule 14a-19. These deadlines assume that the shareholder has not previously filed a proxy statement with the required information.
Attn: Corporate Secretary
301