David Melville
About David Melville
David R. “Jude” Melville, III (age 50) is Chairman (since July 25, 2024), President and CEO of Business First Bancshares (BFST) and CEO of b1BANK; he has served as director since April 2010, CEO since 2011, and held management roles since the bank’s 2006 chartering. He is a former U.S. Air Force captain and holds a BA from Harvard College, an MS in Management from the London School of Economics, and is a graduate of LSU’s Graduate School of Banking . Five-year cumulative TSR measured in the company’s pay-versus-performance table was 115.62 vs. 111.53 for the KBW Nasdaq Regional Bank Index; 2024 net income was $65.1 million with Core ROA of 0.94% . In 2024, corporate annual incentive goals (Core ROA, Core Efficiency, Classified Assets Coverage) paid at 100.5% of target, and Melville’s total annual bonus paid at 130.51% of target, reflecting 150% of target on the individual component .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Business First Bancshares, Inc. | Chairman, President & CEO | 2024–present (Chairman); CEO since 2011 | Elevated to Chairman in 2024; continued leadership through balance sheet optimization, accretive capital, liquidity positioning . |
| Business First Bancshares, Inc. / b1BANK | Director | 2010–present | Long-tenured board service; oversight through growth phases and acquisitions . |
| b1BANK | Executive management roles | 2006–2011 | Early-stage buildout since chartering; operational leadership . |
| U.S. Air Force | Captain | — | Leadership and discipline background prior to banking career . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Louisiana’s Committee of 100 | Executive Board Member | — | State economic leadership and network reach . |
| Louisiana Association of Business and Industry | Former Chair | — | Business advocacy and policy engagement . |
| Federal Reserve Depository Institutions Advisory Council | Former Chair | — | Regulatory liaison and industry perspective . |
| Louisiana Association of Public Charter Schools | Former Chair | — | Community and education ecosystem ties . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 662,500 | 690,000 | 740,250 |
| Bonus ($) | — | — | — |
| Stock Awards ($, grant-date fair value) | 676,478 | 945,122 | 1,512,689 |
| Non-Equity Incentive Comp ($) | 658,125 | 543,353 | 657,871 |
| Change in Pension Value & Nonqualified Earnings ($) | 144,549 | 154,350 | 164,290 |
| All Other Compensation ($) | 110,739 | 64,555 | 41,849 |
| Total ($) | — | — | 3,116,949 |
| Base Salary (prior-year vs current, $) | — | 705,000 → 775,500 (10.0% increase) | — |
Perquisites detail (2024): 401(k) match $13,800; executive allowance $12,000; club dues $16,049; total “All Other Compensation” $41,849 .
Performance Compensation
- Annual incentive design: 80% corporate goals (Core ROA 50%, Core Efficiency 15%, Classified Assets Coverage 15%) with threshold/target/superior grid; 20% individual performance with threshold/target/superior; corporate results certified at 100.5% overall for 2024; individual component set at 150% for CEO and other NEOs based on accomplishments .
| 2024 Corporate Performance Goals | Weight | Threshold | Target | Superior | 2024 Actual Result | Performance Level | 2024 Weighted % |
|---|---|---|---|---|---|---|---|
| Core ROA | 50% | 0.85 | 0.92 | 0.99 | 0.94 | Above Target | 57.1% |
| Core Efficiency Ratio | 15% | 67.50 | 65.80 | 64.10 | 64.47 | Above Target | 20.9% |
| Classified Assets Coverage Ratio | 15% | 12.0 | 10.0 | 8.0 | 6.53 | Superior | 22.5% |
| Total Corporate Goals | 80% | — | — | — | — | — | 100.5% |
| 2024 Annual Incentive Outcome (CEO) | Value |
|---|---|
| 2024 Base Salary | $775,500 |
| Target (% of base salary) | 65% |
| Target ($) | $504,075 |
| Corporate Achievement (80% weight) | 100.5% |
| Individual Achievement (20% weight) | 30% (150% of target on individual component) |
| Actual Bonus ($) | $657,871 |
| Payout as % of Target | 130.51% |
- LTIP structure (approved May 2024): 50% time-based RSUs vesting in equal annual installments over three years; 50% PRSUs earned on one absolute and one peer-relative goal over a three-year cliff period; rationale is alignment and filtering macro factors .
| Equity Vehicle | 2024 Allocation | Vesting Condition | Rationale |
|---|---|---|---|
| RSUs | 50% | Equal annual installments over three years | Alignment, retention, ownership culture |
| PRSUs | 50% | One absolute + one peer-relative goal, 3-year cliff | Tie to financial goals, filter macro factors |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/17/2025) | 286,340 shares; less than 1.0% of outstanding (29,558,238 shares) . |
| Pledged Shares | 96,288 pledged (excluded from ownership guideline calc) . |
| 401(k) Employer Stock Fund | ~13,786 share-equivalents (as of 12/31/2024) . |
| 2024 Stock Vested | 33,060 shares vested; value realized $736,577 (pre-tax) . |
| Hedging/Pledging Policy | Hedging strongly discouraged and subject to preclearance; pledging discouraged and requires preclearance; no margin accounts allowed . |
| Stock Ownership Guidelines | CEO: 3x base salary; accumulation within five years; pledged shares excluded from calculation . |
Outstanding equity and vesting schedule (as of 12/31/2024):
| Grant Type | Grant Date | Units | Market Value at 12/31/2024 ($25.70) | Vesting Schedule |
|---|---|---|---|---|
| Restricted Stock | 2/1/2023 | 15,494 | $398,196 | 33.3% annually; final tranche vests 3/31/2025 . |
| Restricted Stock | 2/1/2024 | 19,909 | $511,661 | 33.3% annually; final tranche vests 3/31/2026 . |
| Time-based RSUs | 12/12/2024 | 14,966 | $384,626 | 33.3% annually; final tranche vests 12/12/2027 . |
| Performance RSUs (PRSUs) | 12/12/2024 | 14,966 (unearned) | $384,626 (payout-value) | 3-year cliff on 12/12/2027 (subject to goals) . |
Recent grants and future vesting:
| Grant Type | Grant Date | Units | Vesting Schedule |
|---|---|---|---|
| Time-based RSUs | 3/1/2025 | 16,293 | 3/1/2026 (5,376), 3/1/2027 (5,376), 3/1/2028 (5,541) . |
| Performance RSUs | 3/1/2025 | 16,293 | Cliff vest 3/1/2028 (subject to goals) . |
Insider supply calendar (potential selling pressure): 3/31/2025 and 3/31/2026 (legacy RS tranches), 12/12/2025–2027 (RSU tranches), 12/12/2027 (PRSUs), 3/1/2026–2028 (RSU tranches), 3/1/2028 (PRSUs), subject to blackout windows and preclearance .
Employment Terms
- Employment Agreement (Amended and Restated 11/6/2019; amends 8/6/2009): initial 5-year term with automatic 1-year renewals; base salary not less than $500,000; participation in benefit and incentive plans; perquisites include paid vacation, vehicle allowance, country club membership, and health insurance .
- Severance: if terminated without cause or for good reason, cash equal to 3x (current base salary + average incentive bonus of prior three years), plus certain continued benefits; same 3x multiple if such termination occurs three months prior to or within 24 months following a change in control (cutback applies to avoid 280G excise tax if beneficial) .
- Restrictive Covenants: two-year non-compete and non-solicit post-termination; other customary covenants .
Potential payments upon termination or change-in-control (as of 12/31/2024):
| Component | Involuntary Not for Cause / Good Reason (No CIC) | Involuntary or Good Reason With CIC |
|---|---|---|
| Base Salary | 775,500 | 775,500 |
| Bonus | 583,826 | 583,826 |
| Cash Severance | 4,077,978 | 4,077,978 |
| Accelerated Vesting of Equity Awards | 1,679,110 | 1,679,110 |
| Health & Welfare Benefits | 21,964 | 21,964 |
| Total | 5,779,051 | 5,779,051 |
Retirement benefits: SERP present value $1,049,795; credited service 20 years; assumptions include 6% discount rate and retirement at age 65 .
Clawback policy: Executive Clawback Policy compliant with SEC Rule 10D-1 and Nasdaq listing rules for recovery of erroneously awarded incentive-based compensation; company cannot indemnify or insure against such recovery .
Non-Qualified Deferred Compensation: b1BANK NQDC Plan adopted 8/1/2024; eligible executives can defer up to 80% salary, 100% cash bonus, 100% equity; Melville irrevocably elected to defer 12/12/2024 and 3/1/2025 RSUs and PRSUs under the plan; no company discretionary contributions in 2024 .
Board Service, Committees, and Governance Implications
- Board roles: Appointed Chairman of the Board on 7/25/2024 following former Chairman’s passing; Lead Director (Rolfe H. McCollister, Jr.) designated concurrently, providing an independent counterbalance to an executive Chair/CEO structure .
- Committees: Audit (6 independent members), Compensation (4 independent members, independent consultant retained), Nominating/Corporate Governance (4 independent members); all directors attended at least 75% of meetings in 2024 (Board: 8 meetings; Audit: 12 scheduled + 4 special; Compensation: 7 scheduled; Nominating/CG: 2 scheduled) .
- Independence: Committee compositions meet Nasdaq independence standards; CEO’s dual role heightens need for Lead Director and strong independent committees, which are in place .
Say-on-Pay, Shareholder Feedback, and Peer Benchmarking
| Item | Detail |
|---|---|
| Say-on-Pay Approval | 92.4% in 2024 vs. 59.9% in 2023 . |
| Program Changes in Response | Shareholder approval required for option repricing/exchange; adopted NEO and director ownership guidelines; expanded target-setting disclosure; introduced 50/50 RSU/PRSU LTIP with 3-year horizon . |
| Independent Consultant | Aon/McLagan engaged; determined independent; supports peer benchmarking and plan design . |
| Compensation Peer Group (2024) | Includes regional banks such as Veritex, Stock Yards, Stellar, NBHC, Amerant, Southside, etc. (asset size $3–12B; SE/SW; commercial loan mix >60%; >10 branches) . |
Pay Versus Performance (Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| CEO SCT Total ($) | 1,744,682 | 2,025,480 | 2,521,035 | 2,397,380 | 3,116,949 |
| CEO Compensation Actually Paid ($) | 1,320,084 | 2,180,523 | 2,034,441 | 2,416,757 | 3,089,262 |
| Avg Non-PEO NEO Compensation Actually Paid ($) | 590,899 | 878,009 | 743,868 | 1,023,914 | 1,358,985 |
| Company TSR (cumulative $) | 83.73 | 118.63 | 94.65 | 108.23 | 115.62 |
| Peer TSR (cumulative $) | 87.90 | 117.08 | 106.02 | 101.77 | 111.53 |
| Net Income ($mm) | 30.0 | 52.1 | 54.3 | 71.0 | 65.1 |
| Core ROA (%) | 1.09 | 1.22 | 1.05 | 1.17 | 0.94 |
Related Party Transactions and Risk Controls
- Ordinary-course related party banking transactions (deposits/loans) on substantially the same terms as non-related parties; no related party loans in nonaccrual, past due, restructured, or potential problem categories as of filing .
- Risk mitigants and governance: Clawback policy aligned with SEC/Nasdaq; ownership guidelines; prohibition on option repricing without shareholder approval; no excise tax gross-ups; hedging discouraged and pledging precleared only .
Employment & Retention Risk Indicators
| Indicator | Assessment |
|---|---|
| Severance/CIC Economics | 3x salary+bonus multiple; substantial equity acceleration; total modeled payout ~$5.78m in both non-CIC and CIC cases (as of 12/31/2024) . |
| Non-Compete/Non-Solicit | Two-year duration post-termination, reducing immediate competitive risk . |
| SERP | Present value $1.05m; 20 years credited service—promotes retention . |
| Deferred Comp Elections | Deferral of 2024 and 2025 RSU/PRSU grants supports retention and tax planning; may reduce near-term selling pressure upon vest . |
| Pledging | 96,288 pledged shares (preclearance required; excluded from ownership guideline)—monitor as potential governance red flag . |
Performance & Track Record Highlights (2024)
- Led b1BANK through solid growth with capital accretion, improved liquidity, and diversified asset exposure .
- Executed one whole-bank acquisition (Oakwood Bank) and one non-bank acquisition (Waterstone, LSP) .
- Recognized by The Financial Technology Report as a “Top 50 Technology CEO of 2024” and maintained strong external visibility with investors/analysts .
- Implemented deposit pricing strategy shift toward floating-rate money market accounts and a new instrument-level funds transfer pricing methodology .
Investment Implications
- Pay-for-performance alignment strengthened: 2024 corporate metrics paid at 100.5% and CEO bonus at 130.51% of target with clear Core ROA/efficiency/credit discipline; shareholder support rebounded to 92.4% post-plan redesign and ownership guidelines—reducing governance overhang .
- Equity cadence and vesting calendar imply periodic supply windows (3/31 and 12/12 each year; plus new 3/1 cadence), yet CEO deferred multiple grants into NQDC, potentially smoothing sales; monitor Form 4s around vesting/blackout periods for trading signals .
- Retention risk appears contained via SERP value, multi-year equity (RSU/PRSU) program, and robust severance/CIC protections; 2-year non-compete adds friction to departure .
- Dual role (Chairman + CEO) introduces concentration risk, but presence of a Lead Director and fully independent key committees partially mitigates; continue tracking board refresh and committee independence .
- Red flags to watch: pledged shares (96,288) and any future changes to performance targets or award structure; governance controls (clawback, no gross-ups, shareholder approval for repricing) currently supportive .