Carol Calkins
About Carol Calkins
Carol M. Calkins (age 76) is an independent director of Business First Bancshares, Inc. (BFST) and b1BANK; she is a retired PricewaterhouseCoopers LLP (PwC) partner and a Certified Public Accountant (TX) with 40+ years in tax, finance, audit, management, and governance, and holds an accounting degree from Louisiana State University . She is slated to be subject to BFST’s mandatory retirement policy adopted March 27, 2025 (age 75 threshold) with a phase-out at the 2026 annual meeting due to age, absent board-approved exceptions . The board held 8 meetings in 2024 and all directors attended at least 75% of board and committee meetings; BFST reports that all directors then serving also attended the 2024 annual shareholder meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Partner; National Partner in Charge – Sales & Use Tax; Central Region SALT Partner in Charge; SALT Practice Partner for Technology & Section 302/404; Tax Risk & Quality Assurance Partner (NY) | 22-year PwC tenure | Co-Chair, PwC National Diversity & WorkLife Quality; lecturer, lobbyist, author on state and local tax issues |
| Sun Oil Company of Delaware | Prior employment | — | — |
| Louisiana Department of Revenue | Prior employment | — | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LSU Foundation (National Board) | Board member; Regional Liaison for DFW | — | Active member; leadership roles with LSU E. J. Ourso College of Business Dean’s Advisory Council (Past President) and Chair of Business Search Advisors |
| Honduras Threads | Advisory Board Member | — | — |
| Texas Ballet; TACA – The Arts Community Alliance; Dallas Theater Center | Board member (past) | — | Civic/philanthropic leadership |
| Gun Barrel City Council | Council member (former) | — | Public service |
| Recognitions | Inductee | — | NYC YWCA Top 100 Women in Business; LSU E.J. Ourso College of Business Hall of Distinction |
Board Governance
- Independence: BFST board determined all directors except the CEO (Melville) are independent; Calkins is independent .
- Committees: Audit Committee member; Audit met 12 scheduled + 4 special meetings in 2024; Chair is David A. Montgomery, Jr. .
- Attendance: All directors attended ≥75% of board and committee meetings in 2024; board held 8 meetings; all then-serving directors attended the 2024 annual shareholder meeting .
- Leadership: Board named Melville Chairman and Rolfe H. McCollister, Jr. as Lead Director in July 2024 .
- Mandatory Retirement Policy: Adopted March 27, 2025 with a mandatory retirement age of 75, subject to limited exceptions; directors ≥75 at adoption may serve until the 2026 annual meeting .
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 35,874 |
| Stock Awards (fair value) | 25,014 |
| Total 2024 Director Compensation | 60,888 |
- BFST director pay structure: Annual cash retainer $25,000 for directors (Lead Director $65,000), plus additional monthly committee retainers, and an annual equity retainer valued at $25,000 subject to one-year vesting .
Performance Compensation
- No performance-based director compensation is disclosed; director equity is an annual retainer with one-year vesting, not tied to financial/ESG performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in BFST’s proxy |
| Potential interlocks (audit/consultants) | Independent audit firm is Forvis Mazars; no PwC audit relationship disclosed for BFST, mitigating audit conflict risk |
Expertise & Qualifications
- CPA (TX) with deep state and local tax (SALT) expertise, finance/audit background, leadership in risk and quality assurance; significant governance exposure from PwC national roles .
- Education: LSU accounting degree; recognized by NYC YWCA Top 100 Women in Business and LSU’s Hall of Distinction .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 6,000 shares; <1% of shares outstanding (29,558,238 as of Mar 17, 2025) |
| Unvested shares | 1,149 restricted shares vesting on 04/26/2025 |
| Pledged shares | No pledges disclosed for Calkins in ownership footnotes |
| Insider reporting | BFST reports directors/officers filed timely Section 16(a) reports for 2024 |
| Ownership guidelines | Directors must hold stock equal to 3x base cash retainer; accumulation generally within five years |
Governance Assessment
- Independence and committee role: Independent Audit Committee member, reinforcing financial oversight and governance quality; Audit Committee met 16 times (12 scheduled, 4 special) in 2024, signaling active oversight .
- Attendance and engagement: Board met 8 times in 2024; all directors attended ≥75% of board/committee meetings and the 2024 annual meeting, indicating satisfactory engagement .
- Compensation and alignment: Director pay is modest and balanced between cash and equity ($35,874 cash; $25,014 equity); annual equity with one-year vest supports alignment without performance gaming .
- Ownership alignment: Beneficially owns 6,000 shares (<1%); has 1,149 unvested restricted shares vesting imminently; no pledging disclosed, consistent with insider trading policy discouraging pledging and requiring preclearance for hedging .
- Conflicts/related-party exposure: BFST reports no related party transactions since 2019 above SEC thresholds, aside from ordinary banking relationships conducted on market terms; reduces conflict risk .
- Transition risk: Mandatory retirement policy will likely end her tenure at the 2026 annual meeting due to age, implying upcoming board refresh and potential committee reassignments; investors should monitor succession on Audit Committee .
- Broader governance signals: Say-on-Pay support improved to 92.4% in 2024 (from 59.9% in 2023), indicating strengthened investor confidence in BFST’s compensation governance framework .