David Montgomery Jr.
About David A. Montgomery, Jr.
David A. Montgomery, Jr. (age 64) is an independent director of Business First Bancshares, Inc. (BFST) and b1BANK and serves as Chair of the Audit Committee. He is a Certified Public Accountant with a bachelor’s degree in accounting from Louisiana State University; he has been Vice President of Montgomery Agency, Inc. (independent insurance) since 1990 and is a 50% partner in Brothers Ventures (real estate). He is also a councilman at large in Bossier City, Louisiana, and has long-standing finance committee experience in civic organizations, positioning him as the board’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bossier City Council | Chairman, Budget Committee | 17 years | Led budget oversight for Bossier City (municipal finance governance) |
| Montgomery Agency, Inc. | Vice President | Since 1990 | Insurance industry operations; accounting and risk knowledge |
| Brothers Ventures (Real Estate Investment LLC) | 50% Partner | Not disclosed | Real estate investment and oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bossier City, Louisiana | Councilman at Large | Current | City governance and budget engagement |
| North Louisiana Volunteers of America | Finance Committee Member | Since 1996 | Nonprofit financial oversight |
Board Governance
- Committee assignments: Audit Committee Chair; board affirms committee independence and that Montgomery qualifies as an “audit committee financial expert” under SEC rules. Audit Committee held 12 scheduled and 4 special meetings in 2024; board held 8 scheduled meetings in 2024. All directors attended at least 75% of board and committee meetings, and all directors then serving attended the 2024 annual meeting.
- Independence: Board determined audit committee members are independent under Nasdaq and SEC rules; Montgomery affirmed as financial expert. Board-wide independence determinations consistent historically.
- Board leadership context: Following the March 19, 2024 passing of Chairman Robert S. Greer, the board appointed David R. Melville, III as Chairman and Rolfe H. McCollister, Jr. as Lead Director; board size to 16 post-2025 meeting.
Audit Committee Profile
| Attribute | Details |
|---|---|
| Role | Chair, Audit Committee (Montgomery) |
| Members | Buquet, Calkins, Johnson, Montgomery (Chair), White, Sidi |
| Meetings (2024) | 12 scheduled, 4 special |
| Independence | All members independent; SEC audit committee independence standards satisfied |
| Financial Expert | Montgomery qualifies under Item 407(d)(5) |
| Responsibilities | Financial reporting oversight, internal controls, auditor appointment/independence, internal audit oversight |
| 10-K Recommendation | Committee recommended inclusion of audited financials in FY2024 Form 10-K |
Fixed Compensation
- Structure: Non-employee directors receive annual cash retainer ($25,000; Lead Director $65,000) plus monthly committee retainers (chair/member) and an annual equity retainer valued at $25,000 with one-year vesting; share count determined by prior-day closing price. Directors are reimbursed for board-related expenses and covered by indemnification. McLagan advised the board on Lead Director retainer.
2024 Director Compensation – Montgomery (BFST Proxy 2025)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $34,940 |
| Stock Awards (grant-date fair value) | $25,014 |
| Option Awards | $0 (no grant disclosed) |
| Non-Equity Incentive Plan Compensation | $0 (not disclosed for directors) |
| Change in Pension Value & Nonqualified Deferred Compensation Earnings | $16,533 |
| All Other Compensation | $0 (not disclosed) |
| Total | $76,487 |
Performance Compensation
- Directors: No performance-based annual bonus or PSU/option program disclosed for non-employee directors; 2024 shows no non-equity incentive or option awards for Montgomery.
- Equity vesting: Annual director equity retainer vests after one year.
Other Directorships & Interlocks
- No other public company directorships disclosed for Montgomery; external roles include municipal governance and nonprofit finance oversight.
Expertise & Qualifications
- CPA; extensive insurance and accounting knowledge; audit committee financial expert designation.
- Education: Bachelor’s in accounting, Louisiana State University.
- Governance/finance experience: Municipal budget chair (17 years), nonprofit finance committee (since 1996).
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Reference Date | Shares Outstanding Basis |
|---|---|---|---|---|
| David A. Montgomery, Jr. | 13,252 | <1.0% (indicated by asterisk) | March 17, 2025 | 29,558,238 |
- Director stock ownership guidelines: Adopted January 2024—non-employee directors required to hold 3x base cash retainer; compliance within 5 years; certain instruments excluded (e.g., options, pledged shares).
Governance Assessment
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Strengths
- Audit Chair with CPA credential and SEC “financial expert” status; deep accounting/insurance expertise supports risk oversight and audit quality.
- Independent status affirmed; strong committee engagement (16 audit meetings in 2024) and board attendance benchmark met; complete director attendance at 2024 annual meeting builds investor confidence.
- Director compensation appears modest and aligned with peer-informed structure; annual equity grants subject to time-based vesting.
- Company-level governance enhancements: shareholder approval required for option repricing/exchange; adoption of clawback policy; improved say‑on‑pay support (92.4% in 2024 vs. 59.9% in 2023); independent consultant engaged for compensation decisions.
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Potential Conflicts / Related-Party Exposure
- General related-party banking transactions (deposits/loans) with officers/directors occur in the ordinary course on market terms; no nonaccrual/past due/restructured/problem loans reported. Monitoring remains prudent given Montgomery’s insurance and real estate affiliations.
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Risk Indicators & Policies
- Hedging and short sales prohibited without pre‑clearance; no excise tax gross‑ups; clawback policy compliant with SEC Rule 10D‑1/Nasdaq.
- Compensation peer group maintained and periodically reviewed by the Compensation Committee; governance practices emphasize diverse performance goals and independent advice.
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RED FLAGS
- None disclosed specific to Montgomery: no pledging reported, no related-party problem loans, no attendance issues, no director options repricing.
Note: We attempted to retrieve Form 4 insider transactions specific to “Montgomery” at BFST for 2021–2025 using the insider-trades skill; the data source returned an authorization error. As a result, no incremental Form 4 view beyond proxy-reported ownership could be included at this time.