Arthur Price
About Arthur Price
Arthur J. Price (age 59) is an independent director of Business First Bancshares, Inc. (BFST) and its subsidiary b1BANK, serving on the board with no family relationships to other directors or executives. He is President/CFO of Badger Oil Corporation (named President/CFO in 2017), a Certified Public Accountant, and holds a B.S. in Business Administration from the University of Southwestern Louisiana (1989) . The BFST board has affirmatively determined he is independent under Nasdaq and SEC rules; only the CEO is non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Badger Oil Corporation | President/CFO | Named President/CFO in 2017; previously VP Finance/CFO | Senior oil & gas finance/operator in LA Gulf Coast and Gulf of Mexico |
| Oil & gas accounting firm (Lafayette, LA) | Accountant | Prior to Badger Oil | Technical accounting in E&P sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Oil and Gas Association | Board member; past Chairman | Not disclosed | Industry advocacy and governance leadership |
| Louisiana Association of Business and Industry | Past Chairman | Not disclosed | State business policy and governance |
| Lafayette Petroleum Club | Board member; Treasurer; President | Not disclosed | Industry networking and stewardship |
Board Governance
- Independence: Independent director; BFST board majority independent (all except CEO) .
- Committees: Not currently listed on Audit, Compensation, or Nominating/Corporate Governance committees (2024/2025 rosters) .
- Attendance: Board held 8 scheduled meetings in 2024; all directors attended at least 75% of board and committee meetings; all directors then serving attended the 2024 annual shareholder meeting .
- Board leadership: David R. Melville, III appointed Chairman in July 2024; Rolfe H. McCollister, Jr. is Lead Director (independent) .
- Mandatory retirement: Board adopted age 75 mandatory retirement (with limited exceptions) on March 27, 2025 .
Fixed Compensation
| Metric | 2023 (proxy filed 2024) | 2024 (proxy filed 2025) |
|---|---|---|
| Fees earned or paid in cash ($) | 39,750 | 45,774 |
| Stock awards ($) | 25,000 | 25,014 |
| Total director compensation ($) | 64,750 | 70,788 |
Compensation structure: Non‑employee directors receive an annual cash retainer ($25,000) and an annual equity retainer ($25,000), plus additional monthly retainers for committee roles; the Lead Director receives a $65,000 annual cash retainer. Equity grants vest after one year .
Performance Compensation
- Director equity is time‑vested; no performance metrics are tied to director equity grants. Annual equity retainer vests over one year; dividends or equivalents are paid only if underlying awards vest .
| Equity Award Detail | Value/Shares | Vesting |
|---|---|---|
| Annual equity retainer (2024) | $25,014 | One‑year vesting restriction |
| Unvested RS shares (as of Mar 17, 2025) | 1,149 shares included in beneficial ownership | Vest on 4/26/2025 |
| Prior grant (May 8, 2023 cohort) | 1,584 shares typical grant to directors | Vested on 5/8/2024; applicable to 2023 director grants |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Private/non‑profit boards: See External Roles above (industry associations and petroleum club) .
- Interlocks: No compensation committee interlocks or insider participation disclosed; committee members were independent and no officer served on other entities’ boards with BFST executives .
Expertise & Qualifications
- CPA with extensive finance, audit, and oil & gas operational experience; senior leadership in exploration and production finance .
- Governance background through chair roles in statewide industry/business associations .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (common) | 21,664 shares; “*” indicates <1.0% of shares outstanding |
| Unvested RS included | 1,149 shares vesting 4/26/2025 |
| Indirect holdings | 11,000 shares via PEMP Investments, LLC (controlled by Mr. Price) |
| Preferred stock | 100 shares of Series A preferred |
| Ownership guidelines | Directors must hold stock equal to 3× base cash retainer within 5 years; counts direct holdings and vested time‑based awards (not options/performance awards/pledged shares) |
No pledging or hedging: Insider Trading Policy discourages hedging/derivative transactions and pledging, and requires preclearance; company policy prohibits holding securities in margin accounts .
Governance Assessment
- Strengths: Independent status; adequate attendance; simple, transparent director pay with modest equity retainer and one‑year vesting; board‑level ownership guidelines; clawback policy applies to equity awards under 2024 plan; improved say‑on‑pay support signals responsive governance (92.4% in 2024 vs. 59.9% in 2023) .
- Potential gaps: Not serving on standing board committees (Audit/Comp/Nominating) limits direct influence over key oversight areas; investors may monitor future committee assignments for engagement depth .
- Conflicts/related party exposure: No related‑party transactions >$120,000 since 2019; ordinary banking relationships with insiders conducted on market terms and no problematic loans reported; indirect ownership through PEMP Investments, LLC disclosed; no pledging disclosed for Mr. Price .
- Policy signals: Mandatory retirement age (75) reduces entrenchment risk; board majority independence; Lead Independent Director in place enhances checks and balances .
Context for investor confidence: Executive compensation program enhancements (ownership guidelines, option repricing prohibition, new LTIP with PRSUs) and strong say‑on‑pay recovery indicate improved governance practices and responsiveness to shareholder feedback .