•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.
Our board of directors has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee
meets the definition ofis an “independent director” under Nasdaq
Global Select Market rules.rules and the independence standards under applicable SEC rules for compensation committee service. Our board has also determined that each of the members of the Compensation Committee qualifies as a “nonemployee director” within the meaning of Rule
16b-3 under the
Securities Exchange Act of 1934,
as amended (the “Exchange Act”)
, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (“Internal Revenue Code”).
Our Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Compensation Committee is available on our website atwww.redriverbank.net under the “Corporate Governance” tab on the “Investor Relations” page.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.
Nominating and Corporate Governance Committee
The members of our Nominating and Corporate Governance Committee are Messrs.
Simpson (Chairman)Price (Chair), Cooper,
Crowell, and
Price.Torbett, and Dr. Moreau. Our Nominating and Corporate Governance Committee held
two meetingsone meeting in
2019.2023.
Our Nominating and Corporate Governance Committee is responsible for, among other things:
•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).
Our board of directors has evaluated the independence of each of the members of our Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee
meets the definition ofis an “independent director” under Nasdaq
Global Select Market rules.
Our Nominating and Corporate Governance Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Nominating and Corporate Governance Committee is available on our website atwww.redriverbank.net under the “Corporate Governance” tab on the “Investor Relations” page.
Shareholder Communications with the Board
The board of directors has established the following procedure to enable shareholders to communicate any concern directly to an individual director, the board as a group, or a specified committee or group, including the independent directors as a group. Any such communication should be made using the following contact information:
Red River Bancshares, Inc.
Attn: Corporate Secretary
1412 Centre Court Drive, Suite
501301
Alexandria, Louisiana 71301
Attn: Investor Relations
Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. Communications may be confidential or anonymous. Red River BancsharesInvestor Relations will initially receive and process communications before forwarding them to the addressee. Communications may also be referred to other departments within Red River Bancshares. Red River Bancsharesthe Company. Investor Relations generally will not forward to the directors a communication that it determines to be primarily commercial in nature or related to an improper or irrelevant topic, or that requests general information about Red River Bancshares.us.
As an emerging growth company under the Jumpstart our Business Startups Act of 2012, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which permit us to limit reporting of executive compensation to our principal executive officer and our two other most highly compensated executive officers, which are referred to as our “named executive officers.”
Our named executive officers for the year ended December 31,
2019,2023, which consist of our principal executive officer and our two other most highly compensated executive officers, are:
•R. Blake Chatelain, President and Chief Executive Officer of Red River Bankthe Company and Red River Bancshares, Inc.;
the Bank;•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.
Summary Compensation Table
The following table provides information regarding the compensation of our named executive officers for the
fiscal 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) | | | Nonqualified Deferred Compensation Earnings(3) | | | All Other
Compensation(4) | | | Total | |
R. Blake Chatelain | | | 2019 | | | $ | 415,000 | | | $ | 174,000 | | | $ | — | | | $ | 51,448 | | | $ | 28,288 | | | $ | 668,736 | |
President and Chief Executive Officer | | | 2018 | | | $ | 389,053 | | | $ | 145,000 | | | $ | — | | | $ | 48,536 | | | $ | 26,987 | | | $ | 609,576 | |
| | | | | | | |
Bryon C. Salazar | | | 2019 | | | $ | 232,816 | | | $ | 65,000 | | | $ | 28,890 | | | $ | 13,301 | | | $ | 18,084 | | | $ | 358,091 | |
Executive Vice President — Chief Lending Officer | | | 2018 | | | $ | 223,344 | | | $ | 57,000 | | | $ | 29,992 | | | $ | 12,547 | | | $ | 11,371 | | | $ | 334,254 | |
| | | | | | | |
Tammi R. Salazar | | | 2019 | | | $ | 257,501 | | | $ | 65,000 | | | $ | 28,890 | | | $ | 17,271 | | | $ | 19,828 | | | $ | 388,490 | |
Executive Vice President — Private Banking, Mortgage, and Investments | | | 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.
|
(4) | The amounts shown in this column are composed of the following items:
|
| | | | | | | | | | | | |
| 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 | | | | — | |
| | | | | | | | | | | | |
Total | | $ | 28,288 | | | $ | 18,084 | | | $ | 19,828 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| Name and Principal Position | Year | Salary | Bonus(1) | Stock Awards(2) | | All Other Compensation(3) | Total |
| R. Blake Chatelain | 2023 | $ | 524,300 | | $ | 325,000 | | $ | 48,110 | | | $ | 35,031 | | $ | 932,441 | |
| President and Chief Executive Officer | 2022 | $ | 484,150 | | $ | 280,000 | | $ | — | | | $ | 29,411 | | $ | 793,561 | |
| Bryon C. Salazar | 2023 | $ | 300,790 | | $ | 135,000 | | $ | 38,488 | | | $ | 24,255 | | $ | 498,533 | |
Executive Vice President —
Chief Banking Officer | 2022 | $ | 279,123 | | $ | 100,000 | | $ | 37,380 | | | $ | 22,450 | | $ | 438,953 | |
| Tammi R. Salazar | 2023 | $ | 312,822 | | $ | 135,000 | | $ | 38,488 | | | $ | 23,035 | | $ | 509,345 | |
| Executive Vice President — Chief Operating Officer | 2022 | $ | 290,289 | | $ | 100,000 | | $ | 37,380 | | | $ | 22,116 | | $ | 449,785 | |
(1)Represents discretionary awards.
(2)These amounts represent the aggregate grant date fair value of restricted stock granted in 2022 and 2023, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculation of these amounts are discussed in Note 1 and Note 10 to our audited consolidated financial statements for the years ended December 31, 2023 and 2022. The fair market value of shares was determined using the Nasdaq closing price as of the date of grant.
(3)The following table provides information on All Other Compensation for the year ended December 31, 2023:
| | | | | | | | | | | | | | | | | |
| 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 | |
Outstanding Equity Awards as of December 31,
20192023
The following table provides information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2019. All of the stock option awards shown in the table below were granted under the Red River Bancshares, Inc. 2008 Equity Incentive Plan (“2008 Plan”), and were granted with a per share exercise price equal to the fair market value2023. None of our commonnamed executive officers held any stock on the grant date. Alloptions as of theDecember 31, 2023.
| | | | | | | | | | | | | | |
| | Restricted Stock Awards |
| Name | | Number of shares or units of stock that have not vested (#)(1) | | Market value of shares or units of stock that have not vested ($)(2) |
| R. Blake Chatelain | | 1,450 | | $ | 81,360 | |
| Bryon C. Salazar | | 2,020 | | $ | 113,342 | |
| Tammi R. Salazar | | 2,020 | | $ | 113,342 | |
(1)Reflects shares of restricted stock awards shown in the table below were granted under the 2008 Plan or the Red River Bancshares, Inc. 2018 Equity Incentive Plan (“2018 Plan”). | | | | | | | | | | | | | | | | | | | | |
| | | 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 | | | | | | | | | |
Bryon C. Salazar | | | | | | | | | | | | | | | 2,260 | (3) | | $ | 126,696 | |
Tammi R. Salazar | | | | | | | | | | | | | | | 2,260 | (4) | | $ | 126,696 | |
(1) | Based
| | | | | | | | | | | | | |
| Name | Unvested Shares of Restricted Stock | Date of Grant | Vesting Schedule |
| R. Blake Chatelain | 450 | July 1, 2021 | 33% on $56.06 per share, which was the fair market value aseach of December 31, 2019.July 1, 2024, 2025, and 2026 |
(2) | Reflects 4,000 shares1,000
| April 1, 2023 | 20% on each of restricted stock granted to Mr. ChatelainApril 1, 2024, 2025, 2026, 2027, and 2028 |
| Bryon C. Salazar | 120 | July 1, 2019 | 100% on July 1, 2015 under the 2008 Plan, which shares will vest ratably over five years.2024 |
(3) | Reflects the following restricted stock grants to Mr. Salazar: (i) 1,000 shares granted240
| 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, 2015 under the 2008 Plan, which shares will vest ratably over five years, (ii) 850 shares granted on 2024 |
| 240 | July 1, 2016 under the 2008 Plan, which shares will vest ratably over five years, (iii) 800 shares granted2020 | 50% on each of July 1, 2017 under the 2008 Plan, which shares will vest ratably over five years, (iv) 800 shares granted on 2024 and 2025 |
| 300 | July 1, 2018 under the 2008 Plan, which shares will vest ratably over five years, and (v) 600 shares granted2021 | 33% on each of July 1, 2019 under the 2018 Plan, which shares will vest ratably over five years.2024, 2025, and 2026 |
(4) | Reflects the following restricted stock grants to Ms. Salazar: (i) 1,000 shares granted on 560
| July 1, 2015 under the 2008 Plan, which shares will vest ratably over five years, (ii) 850 shares granted2022 | 25% on each of July 1, 2016 under the 2008 Plan, which shares will vest ratably over five years, (iii) 2024, 2025, 2026, and 2027 |
| 800 shares granted | April 1, 2023 | 20% on Julyeach of April 1, 2017 under the 2008 Plan, which shares will vest ratably over five years, (iv) 800 shares granted on July 1, 2018 under the 2008 Plan, which shares will vest ratably over five years,2024, 2025, 2026, 2027, and (v) 600 shares granted on July 1, 2019 under the 2018 Plan, which shares will vest ratably over five years.2028 |
(2)Based on the closing price of $56.11 per share as of December 29, 2023.
Our Compensation Philosophy
Our compensation philosophy is to establish and maintain compensation programs whichthat reflect position responsibilities, are competitive with the external market, and are capable of attracting, retaining, and motivating competent employees. Our compensation programs do not encourage excessive risk taking by any employees. Maintaining strong asset quality and long-term banking relationships is our primary focus. Our goal is to align our compensation programs with the long-term interests of our shareholders.
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.
Equity Incentive
PlansPlan
The purpose of our long-term incentive program is to focus our executives on long-term corporate goals, disciplined growth, and the creation of shareholder value. We further believe that equity ownership by our executive officers aligns executives’ interests with those of our shareholders. We
providecurrently grant equity-based incentives
through our 2008 Plan, our 2018 Plan, and other equity-based awards.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”).
The purpose of our 2018 Plan,
which is administered by the Compensation Committee, is to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to selected employees, directors, and consultants, and to promote the success of our business by offering these individuals an opportunity to acquire a proprietary interest in our success.
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.
October 25, 2028.Authorized Shares; Limits on Awards.
The maximum number of shares of common stock that may be issued or transferred pursuant to awards under the 2018 Plan
equalsis 200,000
shares, all of which may be subject to ISO treatment.shares. Awards under the 2018 Plan include incentive and non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, and other stock-based awards. If any shares of stock covered by an award granted under the 2018 Plan are not purchased or are forfeited or expire, or if an award otherwise terminates without delivery of any shares of stock subject thereto, or is settled in cash in lieu of shares of stock, then the number of shares
of stock counted against the aggregate number of shares of stock available under the 2018 Plan with respectsubject to the award will again be available for
issuance pursuant to awards grantedgrant under the 2018 Plan. Shares withheld or tendered to satisfy the exercise price or tax withholding obligations related to an award will again be available for issuance pursuant to awards granted under the 2018 Plan.
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.
Equity Compensation Plan Information as of December 31,
20192023
The following table provides information concerning securities authorizedas of December 31, 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 | |
(1)As of December 31, 2023, there were 21,345 shares of restricted stock outstanding under the Company’s equity compensation plans, the weighted average price of such securities, andour stock incentive plans.
(2)Reflects the number of securities remaining available for future issuance as of December 31, 2019. | | | | | | | | | | | | |
| 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 | | | 20,500 | | | $ | 15.78 | | | | 194,025 | |
Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | | 20,500 | | | $ | 15.78 | | | | 194,025 | |
(1) | Outstanding stock options were issued under the 2008 Plan.
|
(2) | The number of securities remaining available for future issuance is under the 2018 Plan.
|
under the 2018 Plan.
Discretionary Incentive Bonus Plan
Red River
The Bank has established a Discretionary Incentive Bonus Plan (“Bonus Plan”) that provides our officers and
certain other employees
(other than tellers and personal bankers who participate in a separate incentive plan) with performance-based incentive bonuses that are based on employee performance and, in the case of lenders, portfolio credit quality. Awards under the Bonus Plan are discretionary in nature and subject to change on an annual basis. The maximum amount that is accrued for awards under the Bonus Plan is established annually by the Bank’s Compensation Committee, and
targetearned awards are generally
grantedapproved for payment no later than March 31 following the end of a plan year.
Employment Agreements
Red River
The Bank is a party to an employment agreement with Mr.
Chatelain. A summary description of the employment agreement is set forthChatelain, as described below. We have not entered into employment agreements with any of our other officers, including Mr. Salazar and Ms. Salazar, each of whom serves at the pleasure of our board of directors as an “at will” employee.
R. Blake Chatelain.Red River
On August 12, 2021, the Bank and Mr. Chatelain entered into an amended and restated employment agreement with Mr. Chatelain on April 1, 2014 regarding his service as its President and Chief Executive Officer. The employment agreement with Mr. Chatelain automatically extends on aday-to-day basis for an “evergreen” three-year term, unless earlier
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.
If (i) Mr. Chatelain’s employment is terminated by Red Riverthe Bank without cause (as defined in the agreement) during the term of the agreement, ifagreement; (ii) Mr. Chatelain resigns for causegood reason (as defined in the agreement),; or if(iii) Mr. Chatelain’s employment is terminated by the Bank without cause or Mr. Chatelain resigns for good reason, within 12 months followingthe six-month period before, or the 24-month period after, a change in control (as defined in the agreement), he will be entitled to payment of an amount equal to his then currentthen-current monthly base salary, multiplied by the number of months
remaining in his term of employment, plus certain continued benefits to which he would otherwise be entitled in accordance with the terms and provisions of any such plans or programs.
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.
Under Mr. Chatelain’s employment agreement, he is also entitled to payment of health insurance premiums under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), upon the termination of his employment as a result of his death, disability, resignation for good reason, or termination by the Bank without cause. The agreement provides that COBRA benefits will be paid for the applicable continuation coverage period determined under COBRA, as applied to the reason for the termination of Mr. Chatelain’s employment.
Change in Control Agreements
The occurrence or potential occurrence of a change in control could create uncertainty regarding the continued employment of our executive officers. Providing change in control benefits offers executive officers a level of security
whichthat we believe allows them to continue to focus and serve in the best interest of us and our shareholders.
As discussed above, the employment agreement with Mr. Chatelain
containsprovides him with certain
provisions that provide protections
to him in the event of a change in control. The Company
has also entered into Change in Control Agreements with Bryon C. Salazar and Tammi R.
SalazarSalazar. Under Mr. Salazar’s agreement, executed on January 14,
2014. Under these agreements, each of2014, Mr.
Salazar and Ms. Salazar would be entitled to receive a lump sum payment equal to two times
theirhis then-current base salary and payment of COBRA health insurance premiums for 12 months if (i)
the officerMr. Salazar voluntarily terminates his
or her employment for any reason (other than due to death or disability) within 12 months following a change in
control,control; or (ii)
the officer’sMr. Salazar’s employment is involuntarily terminated (other than for cause or due to death or disability) within three months prior to a change in control or within 24 months 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.
Under Ms. Salazar’s agreement, executed on August 12, 2021, Ms. Salazar would be entitled to receive a lump sum payment equal to two times the sum of (i) her base salary plus (ii) the average of the annual bonuses received by her during the prior three years and payment of COBRA health insurance premiums for the applicable continuation coverage period determined under COBRA, as applied to the reason for her termination of employment if (a) Ms. Salazar’s employment is terminated other than for cause (as defined in the agreement); (b) Ms. Salazar’s employment is terminated as a result of her death or disability; or (c) Ms. Salazar terminates her employment for good reason (as defined in the agreement) within the three-month period before or the 24-month period after a change in control. Ms. Salazar’s agreement provides that her severance benefit may be reduced to preserve deductibility by the Bank or the Company under Section 280G of the Internal Revenue Code, but only if the net after-tax benefits received by her after such reduction is greater than the net after-tax benefits she would receive without such reduction.
Supplemental Executive Retirement Plan
We sponsor anon-qualified,non-contributory nonqualified, noncontributory Supplemental Executive Retirement Plan (“SERP”) for the benefit of certain officers.key employees. The plan was adopted in 2004 and provides retirement benefitspost-retirement benefit payments to these officersthose employees payable in monthly installments beginning at age 65. Retirement benefit amounts have been determined and approved by our Compensation Committee. Plan participants are fully vested at age 65. The SERP’s normal retirement benefit is payable following separation from service after reaching age 65 and is payable over 15 years. This plan was adopted originally in 2004, and
The Bank has
been closed to any new participants. This plan also provides a death benefit topurchased life insurance policies on certain key employees. The Bank is the
participants’ beneficiaries.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.
2023.
The following table provides information regarding SERP benefits for our named executive officers.
| | | | | | | | | | | | |
| | | 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 | |
Split-Dollar Agreements
Red River
The Bank is the owner of various life insurance policies covering certain officers of the Bank, including all of our named executive officers. In connection with these life insurance policies, Red Riveron October 1, 2004, the Bank entered into Endorsement Method Split-Dollar Agreements with each of our named executive officers, on October 1, 2004, which agreements provide for certain death benefits to the beneficiaries of Mr. Chatelain, Mr. Salazar, and Ms. Salazar. In particular, the Endorsement Method Split-Dollar Agreements provide for a maximum death benefit to Mr. Chatelain’s beneficiaries of $1.4 million, to Mr. Salazar’s beneficiaries of $500,000, and to Ms. Salazar’s beneficiaries of $500,000, respectively, which death benefits are subject to reduction to the extent that the officer receives payments under their respective SERPs (as discussed above) upon reaching age 65.
On July 7, 2021, the Bank entered into Supplemental Split-Dollar Agreements with each of our named executive officers providing for an additional maximum death benefit of $100,000 to the beneficiaries of each. All proceeds from the Endorsement Method
Split-Dollar Agreements and the Supplemental Split-Dollar Agreements that are not paid to the beneficiaries of our named executive officers will be paid to
Red Riverthe Bank.
Risk Assessment of Compensation Policies and Practices
In connection with the Compensation Committee’s evaluation and review of our policies and practices of compensating our employees, including executives and nonexecutive employees, as such policies and practices relate to risk management practices and risk-taking, the Compensation Committee has determined that its compensation plans and practices are not likely to have an adverse effect on
us.our risk management practices and the risk-taking of our employees. The plans are subject to review and modification by the Compensation Committee on an annual basis, and the Compensation Committee retains discretion with regard to any bonus award decisions.
Executive Stock Ownership Guidelines
Our Governance Guidelines require our top executives to maintain certain levels of ownership of our common stock, to ensure that their interests are closely aligned with those of our shareholders. The Chief Executive Officer is required to accumulate and hold shares of our common stock having a value at least equal to five times his salary, and each of our executive vice presidents is required to accumulate and hold shares of our common stock having a value at least equal to his or her salary. Our Compensation Committee has discretion to enforce the policy on a case-by-case basis, and covered executives are expected to satisfy this policy within five years after becoming subject to it. All of our named executive officers have satisfied the stock ownership requirements in the Governance Guidelines.
Clawback Policy
Our board of directors has instituted a “clawback” policy with respect to incentive compensation. The clawback policy requires the Company to recover incentive-based compensation that is granted, earned, or vested based wholly or in part on the attainment of a financial reporting measure in certain circumstances. In the event of an accounting restatement of the Company’s financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the Company must recover the amount of incentive-based compensation received from covered executives that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amount in such accounting restatement. The policy applies to current and former executive officers, as determined by the board of directors in accordance with the definition of executive officer set forth in Rule 10D-1 under the Exchange Act. At this time, the Company does not award incentive compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure.
Compensation of Directors
We
Pursuant to our Director Compensation Program, we pay ournon-employee directors an annual retainer and additional fees based on the directors’ attendance at Company and Bank board and committee meetings held throughout the year, and Red River Bank pays itsnon-employee directors in the same manner.year. Directors who are also employees receive no additional compensation for their service as directors. During 2019,2023, non-employee directors received the following retainer and meeting fees:
•an annual retainer of $10,000 and $1,300 per$10,000;
•$1,300 for each board meeting attended.attended;
Non-employee• directors also received a fee per committee$500 for each Audit Committee meeting attended which varied based on the particular committee. The Chairman ofby the Audit Committee received a fee of $500 perChair;
•$300 for each Audit Committee meeting attended and each member ofby the Audit Committee received a fee of $300 per meeting attended. Themembers; and
•$200 for each other committee chairmen and committee members received ameeting attended.
On February 22, 2024, the fee
of $200 perfor attending each board meeting
attended.was increased to $1,500. When a meeting of the Company’s board of directors is held on the same day as a meeting of
Red Riverthe Bank’s board of directors,
non-employee directors who serve on both the Company’s board and the Bank’s board do not receive a fee for attending the Company board meeting.
Directors may elect for board fees to be paid in cash or stock. Committee fees may only be paid in cash.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.
The following table sets forth compensation paid, earned, or awarded during
20192023 to each of our
non-employee directors. The table
also includes compensation attributable to the director’s service with
Red River Bancshares, Inc.the Company and
Red Riverthe Bank.
| | | | | | | | | | | | | | | | |
| 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 | |
(1) | Represents the aggregate fair market value of shares of our common stock that were granted on February 19, 2020, pursuant to the Amended and Restated Director Compensation Program in lieu of cash fees earned for attendance at meetings of the boards of directors of the Company and the Bank held during 2019. The value of shares issued was based upon a per share value of $54.73, which was the closing price for shares of the Company’s common stock on the date of grant.
|
(2) | Represents director fees deferred under the Prior Plan before its amendment and the subsequent termination of the Director Plan effective July 31, 2019. All amounts remaining in the Director Plan must be distributed to plan participants within 24 months following the July 31, 2019 termination date.
|
| | | | | | | | | | | | | | | | | | | | | | |
| 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 | |
(1)Represents the aggregate fair market value of shares of our common stock that were granted on January 31, 2024, pursuant to the Director Compensation Program in lieu of cash fees earned for attendance at meetings of the boards of directors of the Company and the Bank held during 2023. The value of shares issued was based upon a per share value of $51.21, which was the closing price for shares of the Company’s common stock on the date of issuance.
Directors are reimbursed for travel, food, lodging, and other expenses directly related to their activities as directors. Directors are also entitled to the protection provided by the indemnification provisions in our articles of incorporation and bylaws, as well as the articles of incorporation and bylaws of Red Riverthe Bank.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Policies and Procedures Regarding Related Person Transactions
Transactions by
Red Riverthe Bank or the Company with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by
Red Riverthe Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by
Red Riverthe Bank to its executive officers, directors, and principal shareholders). We and our
wholly ownedwholly-owned subsidiary,
Red Riverthe Bank, have adopted policies designed to ensure compliance with these regulatory requirements and restrictions.
Our board of directors has adopted a written policy governing the approval of related party transactions that complies with all applicable requirements of the SEC and the Nasdaq Stock Market rules concerning related party transactions.transactions (the “Related Person Transactions Policy”). Related party transactions are transactions in which we are a participant, the amount involved exceeds $120,000, and a related party has or will have a direct or indirect material interest. Related parties include our directors (including nominees for election as directors), our executive officers, beneficial holders of more than 5.0% of our capital stock, and the immediate family members of these persons. Our executive management team, in consultation with management and outside counsel, as appropriate, will review potential related party transactions to determine if they are subject to the policy. If so, the transaction will be referred to the Nominating and Corporate Governance Committee for approval. In determining whether to approve a related party transaction, the committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related party’s interest in the transaction, the appearance of an improper conflict of interest for any director or executive officer taking into account the size of the transaction and the financial position of the related party, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators, and the potential violations of other corporate policies. Our Related PersonsPerson Transactions Policy is available on the “Investor Relations” page of our corporate Internet sitewebsite atwww.redriverbank.net under the “Corporate Governance” tab.
Related Person Transactions
In addition to the compensation arrangements with directors and executive officers described in the “Executive Compensation” section above, the following is a summary offrom time to time we engage or propose to engage in transactions since January 1, 2019, and each proposed transaction(“Related Person Transactions”) in which: •we have been or are to be a participant;
•the amount involved exceeds or will exceed $120,000; and
•any of our directors, executive officers, or beneficial holders of more than 5%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.
On March 13, 2024, we entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with the Angela Katherine Simpson Irrevocable Trust UA 25-NOV-03 and the John Charles Simpson Jr. Irrevocable Trust UA 25-NOV-03. The children of our former director John C. Simpson are beneficiaries of the trusts, and prior to entering into the Stock Repurchase Agreement, each of the trusts were related parties because each of the trusts beneficially owned more than 5.0% of the outstanding shares of our common stock.
Under the Stock Repurchase Agreement, we are purchasing an aggregate of 200,000 shares of our common stock for a total purchase price of approximately $10.0 million. The purchase price for the common stock reflects a discount to the 60-day volume weighted average price on March 5, 2024.
Our Board of Directors and the Nominating and Corporate Governance Committee of the Board of Directors approved the repurchase.
Ordinary Banking Relationships
Certain of our officers, directors, and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with, 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 $30.6
$30.1 million of loans outstanding to our directors and officers, their immediate family members, and their affiliates, as well as those of Red 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.
BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY
MANAGEMENT AND PRINCIPAL SHAREHOLDERS
The following table provides information regarding the beneficial ownership of our common stock as of
April 14, 2020:March 1, 2024 by:•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.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws. Unless otherwise noted, the address for each shareholder listed on the table below is: c/o Red River Bancshares, Inc., 1412 Centre Court Drive, Suite
501,301, Alexandria, Louisiana 71301.
The table below calculates the percentage of beneficial ownership based on 7,322,5327,092,448 shares of common stock outstanding as of April 14,March 1, 2024.
| | | | | | | | | | | | | | |
| | | 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 | % |
*Denotes beneficial ownership representing less than 1.0%.
(1)Based on Amendment No. 1 to the Schedule 13G/A filed on June 23, 2020 by Simeon A. Thibeaux with respect to common stock held as of June 12, 2020. | | | | | | | | |
| | | Shares Beneficially Owned | |
| Name of Beneficial Owner | | Number | | | Percent | |
5% or Greater Shareholders: | | | | | | | | |
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: | | | | | | | | |
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% | |
| | | | | | | | |
All directors and named executive officers as a group (13 persons) | | | 1,596,170 | | | | 21.80% | |
* | Denotes beneficial ownership representing less than 1.0%.
|
(1) | Includes shares held of record in the following trusts for which Mr. Thibeaux serves as the trustee: 414,739 shares held of record by the Angela Katherine Simpson Trust and 421,407 shares held of record by the John Charles Simpson Jr. Trust. The mailing address for the trusts is: c/o Simeon A. Thibeaux, Trustee, 503 Sandy Hill Lane, Pineville, Louisiana 71360.
|
The Schedule 13G/A indicates that Mr. Thibeaux has sole voting and dispositive power over 836,146 shares of common stock, including 414,739 shares of common stock held of record by the Angela Katherine Simpson Trust and 421,407 shares of common stock held of record by the John Charles Simpson Jr. Trust, and shared voting and dispositive power over 402,411 shares of common stock held of record by S3 Dynamics, L.P. (2) | Includes 63,326 shares that are held of record by Kisatchie Industries, LLC, for which Mr. Price serves as Manager.
|
(3) | Includes 48,536 shares that are held of record by the Jeffrey M. Ashbrook Testamentary Trust, for which Mr. Ashbrook serves as trustee.
|
(4) | Includes 116,046 shares held of record jointly by Mr. Chatelain and his spouse, 32,100 shares held of record by Mr. Chatelain’s individual retirement account, 6,000 shares held of record by Mr. Chatelain’s 401(k) plan account, and 800 shares of unvested restricted stock.
|
(5) | Includes 36,206 shares held of record by Mr. Cooper’s self-directed individual retirement account and 34,728 shares held of record by The Cooper Family Limited Partnership, of which Mr. Cooper is general partner.
|
(6) | Includes 15,128 shares held of record by Mr. Nichol’s self-directed individual retirement account and 26,000 shares held of record in Gray Eagle Properties, LP of which Mr. Nichols is President.
|
(7) | Includes 3,300 shares that are held of record by Mr. Salazar’s self-directed individual retirement account, 2,800 shares held in Mr. Salazar’s 401(k) plan account, and 2,260 shares of unvested restricted stock. Does not include shares held of record by Mr. Salazar’s spouse, Tammi R. Salazar.
|
(8) | Includes 6,300 shares that are held of record by Ms. Salazar’s self-directed individual retirement account, 2,800 shares held in Ms. Salazar’s 401(k) plan account, and 2,260 shares of unvested restricted stock. Does not include shares of record held by Ms. Salazar’s spouse, Bryon C. Salazar.
|
(9) | Includes 4,500 shares held of record by Mr. Thompson’s self-directed individual retirement account and 52,500 shares that are held of record by Don & Mark, LLC, of which Mr. Thompson is managing member.
|
(10) | Includes 4,180 shares that are held of record by Mr. Torbett’s spouse.
|
(2)Based on Amendment No. 4 to the Schedule 13G/A filed on February 1, 2024 by Teddy R. Price with respect to common stock held as of December 31, 2023 and the Form 4 filed by Mr. Price on February 2, 2024. Mr. Price has sole voting and dispositive power over 431,404 shares of common stock, including 350,240 shares of common stock held of record by Mr. Price, 64,664 shares of common stock held of record by Kisatchie Industries, LLC, for which
Mr. Price serves as Manager, and 16,500 shares of common stock held in an estate for which Mr. Price serves as executor and that he is expected to own once the estate is settled. Mr. Price has shared voting and dispositive power over 6,033 shares of common stock held of record by his spouse.
(3)Based on the Schedule 13D filed on June 30, 2020 jointly by S3 Dynamics, L.P. and John C. Simpson with respect to common stock held as of June 12, 2020. The Schedule 13D indicates that S3 Dynamics, L.P. has shared voting and dispositive power over 402,411 shares of common stock and that John C. Simpson has sole voting and dispositive power over 7,500 shares of common stock and shared voting and dispositive power over 402,411 shares of common stock.
(4)Includes 48,536 shares of common stock held of record by the Jeffrey M. Ashbrook Testamentary Trust, for which Mr. Ashbrook serves as trustee.
(5)Includes 120,846 shares of common stock held of record jointly by Mr. Chatelain and his spouse and 1,450 shares of unvested restricted stock.
(6)Includes 36,197 shares of common stock held of record by The Cooper Family Limited Partnership, of which Mr. Cooper is general partner, and 23,593 shares of common stock held of record by trusts for which Mr. Cooper is either trustee or co-trustee.
(7)Includes 15,350 shares of common stock held of record by RBC Nexgen, LLC, of which Mr. Crowell serves as a manager.
(8)Includes 865 shares of common stock held of record jointly by Dr. Moreau and her spouse.
(9)Includes 26,000 shares of common stock held of record by Gray Eagle Properties, LP, of which Mr. Nichols is President.
(10)Includes 36,125 shares of common stock held of record jointly with Mr. Salazar’s spouse, Tammi R. Salazar, 4,926 shares of common stock and unvested restricted stock held directly by Ms. Salazar, and 2,020 shares of unvested restricted stock.
(11)Includes 36,125 shares of common stock held of record jointly with Ms. Salazar’s spouse, Bryon C. Salazar, 6,200 shares of common stock and unvested restricted stock held directly by Mr. Salazar, and 2,020 shares of unvested restricted stock.
(12)Includes 52,500 shares of common stock held of record by Don & Mark, LLC, of which Mr. Thompson is managing member.
(13)Includes 4,180 shares of common stock held of record by Mr. Torbett’s spouse.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following “Report of the Audit Committee” shall not be deemed incorporated by reference by any general statement incorporating this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.
The Audit Committee performs a critical role in the Company’s financial reporting system by overseeing and monitoring management’s and the independent auditor’s participation in the financial reporting process. The Audit Committee is governed by a charter adopted by the Board, and during the fiscal year, fulfilled its duties and responsibilities as outlined in its charter.
The Audit Committee has reviewed and discussed the audited financial statements with management. The Audit Committee has discussed with the independent registered public accountants the matters required to be discussed in accordance with auditing standards, including the matters required by Auditing Standard No. 1301, Communications with Audit Committees (AS 1301), issued by the Public Company Accounting Oversight Board (“PCAOB”), as may be modified or supplemented. The Audit Committee has received the written disclosures and the letter from the independent registered public accountants as required by the PCAOB and has discussed with the independent registered public accountants their independence.
Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form
10-K for the fiscal year ended December 31,
20192023 for filing with the SEC.
The Audit Committee also has selected Postlethwaite & NettervilleEisnerAmper as the independent registered public accounting firm for fiscal year 20202024 as more fully described in this proxy statement under the caption “Proposal Two — Ratification of the Appointment of the Independent Registered Accounting Firm.” Submitted by the Audit Committee of the Board of Directors of Red River Bancshares, Inc.
Kirk D. Cooper
Barry D. Hines
H. Lindsey Torbett,
CPA, CFP, ChairmanMessrs. 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.
Chair
The Audit Committee has recommended, and the board of directors has appointed, Postlethwaite & NettervilleEisnerAmper as our independent registered public accounting firm to audit the consolidated financial statements of the Company for the 20202024 fiscal year. Our shareholders are being asked to ratify and approve this appointment at the 20202024 annual meeting.
Fees to Independent Auditors
The following table presents fees for professional services rendered by Postlethwaite & NettervilleEisnerAmper(1) for 20192023 and 2018: | | | | | | | | |
| | | 2019 | | | 2018 | |
Audit fees | | $ | 162,700 | | | $ | 124,850 | |
Audit-related fees | | | 31,500 | | | | 31,500 | |
Tax fees | | | — | | | | — | |
All other fees | | | 42,395 | | | | 57,501 | |
| | |
| | | | | | Total
| | $ | 236,595 | | | $ | 213,851 | |
| | | | | | | | | | | |
| 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 | |
(1) As described in this proxy statement under the caption “Proposal Two — Ratification of the Appointment of the Independent Registered Accounting Firm,” the Company received auditing services from P&N in 2022 and 2023, until such services were transitioned to EisnerAmper.
(2) The amount of fees for 2023 is based on fees billed and paid to date and on an estimate for the remaining services to be provided by EisnerAmper, including in connection with the audit of the Company’s 2023 financial statements, internal control over financial reporting, and audit of the Red River Bank 401(k) Profit-Sharing Plan financial statements for 2023. The final amount of the fees for those services may vary from the estimate.
(3) The amount of Audit fees for 2022 was decreased by $6,500 from what was reported in our 2023 proxy statement to reflect the final fees related to the 2022 period.
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by the independent registered public accounting firm for the audit of our annual financial statements and review of financial statements included in our Form
10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” such services include an audit of our 401(k) plan; (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
The Audit Committee has reviewed the audit and
non-audit fees paid by the Company to
Postlethwaite & NettervilleEisnerAmper for
20192023 and
20182022 for purposes of considering whether such fees are compatible with maintaining the auditor’s independence and concluded that such fees did not impair
Postlethwaite & Netterville’sEisnerAmper’s independence. The Audit Committee
pre-approves all audit and
non-audit services performed by our independent registered public accounting firm to assure that the provision of such services does not impair their independence. Federal securities regulations specify the types of
non-audit services that an independent auditor may not provide to us and establish the Audit Committee’s responsibility for administration of the engagement of our independent auditors. During
2019,2023, the Audit Committee
pre-approved all services provided to us by our independent auditor.
Our board of directors does not know of any matters to be presented at the meeting other than those set forth in the accompanying notice. However, if any other matters properly come before the annual meeting or any adjournments or postponements thereof, the proxy holders will vote or abstain thereon in their discretion.
SHAREHOLDER PROPOSALS AND NOMINATIONS
FOR
20212025 ANNUAL MEETING
Shareholders interested in submitting a proposal for inclusion in the proxy statement for our
20212025 annual meeting may do so by following the procedures set forth in Rule
14a-8 promulgated under the Exchange Act. To be eligible for inclusion, shareholder proposals must be received by us at our principal executive offices, 1412 Centre Court Drive, Suite
501,301, Alexandria, Louisiana 71301, addressed to
Amanda W. Barnett,Julia E. Callis, Senior Vice President, General Counsel, and Corporate Secretary, no later than
December 25,2020.November 20, 2024. The proposal and its proponent must satisfy all applicable requirements of Rule
14a-8. However, as the rules of the
Securities and Exchange CommissionSEC make clear, simply submitting a proposal does not guarantee its inclusion.
In addition, under our bylaws, a shareholder who wishes to nominate an individual for election to our board of directors directly or to propose any business to be considered at an annual meeting (other than matters brought under Rule
14a-8) must deliver advance written notice of that nomination or business to us following certain procedures contained in our bylaws. To be timely
for our 2025 annual meeting, the notice must be received by our Corporate Secretary at our principal executive offices
no later than February 1, 2025 and not
lessearlier than
90 nor more than 120 days before the first anniversary of the date of the 2020 annual meeting,January 2, 2025, unless our
20212025 annual meeting is held on a date that is not within 30 days before or after the first anniversary of the date of the
20202024 annual meeting. In that case, to be timely, notice must be delivered not later than the close of business on the tenth day following the date on which notice of the date of the
20212025 annual meeting is mailed or public disclosure of the date of the
20212025 annual meeting is made, whichever occurs first.
The Nominating and Corporate Governance Committee will evaluate director nominees proposed by shareholders on the same basis as recommendations received from any other source.
To be in proper form, a shareholder’s notice must include all of the information about the proposal or nominee required by our bylaws. You may obtain a copy of our bylaws upon written request to our Corporate Secretary at our principal executive offices. The chairmanchair of the annual meeting may refuse to acknowledge any director nomination, or the proposal of any business, not made in compliance with the procedures contained in our bylaws.
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.
COST OF ANNUAL MEETING AND PROXY SOLICITATION
We will bear all costs associated with the
20202024 annual meeting, including the cost of soliciting proxies. In addition to soliciting proxies by mail, we may solicit proxies by personal interview, telephone, email, or other electronic means. No director, officer, or employee will be paid any additional compensation for any solicitation activities, although we will reimburse
to them
for any
out-of-pocket expenses. We may request
brokers, banks,
brokers, and other custodians, nominees, and fiduciaries to forward copies of these proxy materials to the beneficial holders and to request instructions for the execution of proxies, and may reimburse these persons for their related expenses. Proxies are solicited to provide all record holders of our common stock with an opportunity to vote on the matters to be presented at the annual meeting, even if they cannot attend the meeting via the live webcast.
ANNUAL REPORT ON FORM
10-KThe Company will furnish, without charge, a copy of the Company’s Annual Report on Form
10-K for the year ended December 31,
2019,2023, as filed with the SEC, to any shareholder upon written request to:
Red River Bancshares, Inc.
Attn: Corporate Secretary
1412 Centre Court Drive, Suite
501301
Alexandria, Louisiana 71301 Attn: Corporate Secretary
The Company’s Annual Report on Form
10-K, including consolidated financial statements and related notes, for the year ended December 31,
2019,2023, as filed with the SEC, accompanies but does not constitute part of this proxy statement.
This proxy statement, along with our Annual Report to Shareholders, including our Annual Report on Form10-K for the year ended December 31, 2019,2023, are available free of charge on our website,www.redriverbank.net, under “Investor Relations.”
ANNUAL MEETING OF RED RIVER BANCSHARES, INC. Annual Meeting of Red River Bancshares, Inc. Date: Wednesday, June 10, 2020 to be held on Wednesday, June 10, 2020, 2:00 P.M. Time: 2:00 P.M. (Central Daylight Time) (Central Daylight Time) for Shareholders as of April 14, 2020 Place: Annual Meeting to be held live via Live Webcast – please visit www.proxydocs.com/RRBI to register by 4:00 p.m. Central This proxy is being solicited on behalf of the Board of Directors Daylight Time on June 8, 2020 Please make your marks like this: Use dark pencil or black pen only VOTE BY: The Board of Directors recommends a vote FOR the election of the INTERNET TELEPHONE Call director nominees in Proposal 1 and FOR Proposal 2. Go To Board of 866-390-5265 Directors www.proxydocs.com/RRBI 1: Election of Directors Recommends • Use any touch-tone telephone. For Withhold • Select voting option. OR • Have your Proxy Card/Voting Instruction Form ready. • Cast your vote online. 01 M. Scott Ashbrook For • Follow the simple recorded instructions. • View meeting documents. For 02 R. Blake Chatelain MAIL 03 Kirk D. Cooper For • Mark, sign and date your Proxy Card/Voting Instruction Form. OR For 04 F. William Hackmeyer , Jr. • Detach your Proxy Card/Voting Instruction Form. For • Return your Proxy Card/Voting Instruction Form in the 05 Barry D. Hines postage-paid envelope provided. For 06 Robert A. Nichols For 07 Willie P. Obey The undersigned hereby appoints Teddy R. Price and R. Blake Chatelain, and each of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes each of them 08 Teddy R. Price For to vote all the shares of common stock of Red River Bancshares, Inc. that the undersigned is entitled to vote at 09 John C. Simpson For said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be 10 Don L. Thompson For properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking For 11 H. Lindsey Torbett, CPA, CFP any proxy heretofore given. IF PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED For Against Abstain OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2. 2: Ratify the appointment of Postlethwaite & For Netterville, APAC as the Company’s auditor for the year ending December 31, 2020. PROXY TABULATOR FOR RED RIVER BANCSHARES, INC. P.O. BOX 8016 CARY, NC 27512-9903 To attend the Annual Meeting of Red River Bancshares, Inc., please visit www.proxydocs.com/RRBI to register for the Virtual Meeting by 4:00 p.m. Central Daylight Time on June 8, 2020. Authorized Signatures - This section must be completed for your Instructions to be executed. Please Sign Here Please Date Here Please Sign Here Please Date Here Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. Please separate carefully at the perforation and return just this portion in the envelope provided.ANNUAL MEETING OF RED RIVER BANCSHARES, INC. Annual Meeting of Red River Bancshares, Inc. Date: Wednesday, June 10, 2020 to be held on Wednesday, June 10, 2020, 2:00 P.M. Time: 2:00 P.M. (Central Daylight Time) (Central Daylight Time) for Shareholders as of April 14, 2020 Place: Annual Meeting to be held live via Live Webcast – please visit www.proxydocs.com/RRBI to register by 4:00 p.m. Central This proxy is being solicited on behalf of the Board of Directors Daylight Time on June 8, 2020 Please make your marks like this: Use dark pencil or black pen only VOTE BY: The Board of Directors recommends a vote FOR the election of the INTERNET TELEPHONE Call director nominees in Proposal 1 and FOR Proposal 2. Go To Board of 866-390-5265 Directors www.proxydocs.com/RRBI 1: Election of Directors Recommends • Use any touch-tone telephone. For Withhold • Select voting option. OR • Have your Proxy Card/Voting Instruction Form ready. • Cast your vote online. 01 M. Scott Ashbrook For • Follow the simple recorded instructions. • View meeting documents. For 02 R. Blake Chatelain MAIL 03 Kirk D. Cooper For • Mark, sign and date your Proxy Card/Voting Instruction Form. OR For 04 F. William Hackmeyer , Jr. • Detach your Proxy Card/Voting Instruction Form. For • Return your Proxy Card/Voting Instruction Form in the 05 Barry D. Hines postage-paid envelope provided. For 06 Robert A. Nichols For 07 Willie P. Obey The undersigned hereby appoints Teddy R. Price and R. Blake Chatelain, and each of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes each of them 08 Teddy R. Price For to vote all the shares of common stock of Red River Bancshares, Inc. that the undersigned is entitled to vote at 09 John C. Simpson For said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be 10 Don L. Thompson For properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking For 11 H. Lindsey Torbett, CPA, CFP any proxy heretofore given. IF PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED For Against Abstain OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED FOR THE ELECTION OF THE DIRECTOR NOMINEES IN PROPOSAL 1 AND FOR PROPOSAL 2. 2: Ratify the appointment of Postlethwaite & For Netterville, APAC as the Company’s auditor for the year ending December 31, 2020. PROXY TABULATOR FOR RED RIVER BANCSHARES, INC. P.O. BOX 8016 CARY, NC 27512-9903 To attend the Annual Meeting of Red River Bancshares, Inc., please visit www.proxydocs.com/RRBI to register for the Virtual Meeting by 4:00 p.m. Central Daylight Time on June 8, 2020. Authorized Signatures - This section must be completed for your Instructions to be executed. Please Sign Here Please Date Here Please Sign Here Please Date Here Please sign exactly as your name(s) appears on your stock certificate. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the proxy. Please separate carefully at the perforation and return just this portion in the envelope provided.
Please separate carefully at the perforation and return just this portion in the envelope provided. Revocable Proxy — Red River Bancshares, Inc. Annual Meeting of Shareholders Wednesday, June 10, 2020, 2:00 p.m. (Central Daylight Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Teddy R. Price and R. Blake Chatelain, each with full power of substitution, to act as proxies for the undersigned, and to vote all shares of common stock of Red River Bancshares, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders on Wednesday, June 10, 2020, 2:00 p.m. (Central Daylight Time). To attend the Annual Meeting of Red River Bancshares, Inc., please visit www.proxydocs.com/RRBI to register for the Virtual Meeting by 4:00 p.m. Central Daylight Time on June 8, 2020. This proxy is revocable and will be voted as directed. However, if no instructions are specified, the proxy will be voted FOR the election of the director nominees specified in Proposal 1 and FOR Proposal 2. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)Please separate carefully at the perforation and return just this portion in the envelope provided. Revocable Proxy — Red River Bancshares, Inc. Annual Meeting of Shareholders Wednesday, June 10, 2020, 2:00 p.m. (Central Daylight Time) This Proxy is Solicited on Behalf of the Board of Directors The undersigned appoints Teddy R. Price and R. Blake Chatelain, each with full power of substitution, to act as proxies for the undersigned, and to vote all shares of common stock of Red River Bancshares, Inc. that the undersigned is entitled to vote at the Annual Meeting of Shareholders on Wednesday, June 10, 2020, 2:00 p.m. (Central Daylight Time). To attend the Annual Meeting of Red River Bancshares, Inc., please visit www.proxydocs.com/RRBI to register for the Virtual Meeting by 4:00 p.m. Central Daylight Time on June 8, 2020. This proxy is revocable and will be voted as directed. However, if no instructions are specified, the proxy will be voted FOR the election of the director nominees specified in Proposal 1 and FOR Proposal 2. (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
