J. Vernon Johnson
About J. Vernon Johnson
J. Vernon Johnson (73) is an independent director of Business First Bancshares, Inc. (b1BANK), with 47 years of banking experience. He previously chaired Pedestal Bancshares, Inc. and Pedestal Bank, which merged with Business First in 2020, and served on the Louisiana Bankers Association board. He holds a bachelor’s degree in computer science and business from the University of Southwestern Louisiana (now University of Louisiana, Lafayette) and is a graduate of the Graduate School of Banking at LSU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pedestal Bancshares, Inc. / Pedestal Bank | Chairman of the Board | Pre-2020 until merger | Led governance through merger with Business First in 2020 |
| Louisiana Bankers Association | Board member | Not specified | Industry advocacy and policy engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed beyond Business First |
Board Governance
- Independence: The board determined all directors except the CEO (Melville) are independent; Johnson is independent .
- Committees: Member, Audit Committee; Audit Chair is David A. Montgomery, Jr. .
- Attendance and engagement:
- Board held 8 meetings in 2024; all directors attended at least 75% of board and committee meetings .
- Audit Committee held 12 scheduled and 4 special meetings in 2024 .
- Compensation Committee held 7 meetings; Nominating/Corporate Governance held 2 meetings .
- Mandatory retirement policy: Adopted March 27, 2025; directors retire at 75 with limited exceptions. Johnson (73) is within two-year horizon of this policy .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | J. Vernon Johnson | David A. Montgomery, Jr. | All members independent; committee active with 12+4 meetings in 2024 |
| Compensation | Not a member | Patrick E. Mockler | 7 meetings in 2024; all independent |
| Nominating/Corporate Governance | Not a member | Steven G. White | 2 meetings in 2024; all independent |
Fixed Compensation
- BFST non‑employee director compensation (structure):
- Lead Director cash retainer: $65,000; other directors cash retainer: $25,000
- Additional monthly retainers for committee chairs/members (amounts vary by committee)
- Annual equity retainer: $25,000 (one‑year vesting)
| Component | Amount | Vesting/Timing |
|---|---|---|
| Annual cash retainer (Director) | $25,000 | Paid during year |
| Annual cash retainer (Lead Director) | $65,000 | Paid during year |
| Annual equity retainer | $25,000 | One‑year vesting |
- Johnson’s 2024 director pay received:
| Item | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $35,874 |
| Stock Awards (Grant-Date Fair Value) | $25,014 |
| Total | $60,888 |
Performance Compensation
- Non‑employee director equity is retainer-based (restricted stock/RSUs), vests over one year, and is not performance‑metric based. Director stock ownership guidelines adopted in January 2024 require non‑employee directors to hold stock equal to 3× base cash retainer .
| Feature | Detail |
|---|---|
| Equity Award Type | Restricted stock/RSUs (annual director equity retainer) |
| Grant Value | $25,000 (standard for directors) |
| Vesting | One‑year vesting |
| Ownership Guidelines | Directors: 3× base cash retainer |
Company-wide governance signal: Say‑on‑pay approval improved to 92.4% in 2024 (from 59.9% in 2023) after program changes, indicating stronger shareholder support for compensation practices .
Other Directorships & Interlocks
| Type | Status | Notes |
|---|---|---|
| Current public company boards (besides BFST) | None disclosed | No interlocks identified |
| Prior public/private boards | Pedestal Bancshares; Louisiana Bankers Association | Regional banking governance roles |
Expertise & Qualifications
- Core expertise: Commercial banking leadership, board governance in community banking, market knowledge and industry relationships .
- Education: BS in computer science and business (University of Southwestern Louisiana/UL Lafayette); Graduate School of Banking at LSU .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 183,057 shares; <1% of outstanding (29,558,238 shares) |
| Series A preferred | 100 shares |
| Shares pledged | Not disclosed for Johnson (pledging present for other executives; policy discourages and requires preclearance) |
| Ownership guideline (directors) | 3× base cash retainer |
Estimated ownership value indicator: Using the $25.70 BFST closing price on the last trading day of 2024, Johnson’s common shares equate to ~$4.70 million (183,057 × $25.70) .
Governance Assessment
-
Strengths
- Independent director with deep banking experience; adds sector expertise to risk and financial oversight .
- Audit Committee membership aligns skills with committee mandate; robust committee cadence in 2024 (12 scheduled, 4 special meetings) supports oversight quality .
- Strong personal ownership alignment (183,057 shares; preferred holdings), and director ownership guidelines in place; no pledging disclosed for Johnson .
- No related‑party transactions involving Johnson disclosed; ordinary banking relationships with insiders conducted on market terms with no problem loans .
-
Watch items
- Mandatory retirement age (75) introduces medium‑term succession/continuity considerations given Johnson’s age (73) .
- Director equity retainer is time‑vested (not performance‑based), which is typical but provides limited pay‑for‑performance linkage for directors .
-
Conflicts and red flags
- None disclosed involving Johnson; related‑party transaction policy active and no exceptions noted since 2019 beyond ordinary banking relationships, which are on arms‑length terms and in good standing .
-
Implications for investors
- Johnson’s audit oversight and long banking tenure are positives for board effectiveness. Ownership alignment appears strong. Tenure planning should be monitored due to retirement policy timelines. Recent improvements in say‑on‑pay support broader governance responsiveness .