John Ducrest
About John P. Ducrest
John P. Ducrest (age 64) is an independent director of Business First Bancshares, Inc. (BFST) and b1BANK; he is the former Commissioner of the Louisiana Office of Financial Institutions (OFI), retiring in December 2020 after 16+ years as commissioner and 35 years at OFI. He is a CPA-retired, Certified Fraud Examiner-retired, and Certified Examination Manager-retired; he holds a Business Administration degree from the University of Southwestern Louisiana (now University of Louisiana at Lafayette) and is a graduate of the Graduate School of Banking at LSU. Nationally, he served as Chairman of the Conference of State Bank Supervisors (CSBS), and as a principal of both the Financial Stability Oversight Council (FSOC) and the Federal Financial Institutions Examination Council (FFIEC) . The board affirms that all directors other than the CEO are independent under Nasdaq rules, which includes Ducrest .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Office of Financial Institutions (OFI) | Commissioner | 16+ years; retired Dec 2020 | Led state bank supervision; extensive regulatory oversight |
| Conference of State Bank Supervisors (CSBS) | Chairman | Not disclosed | National leadership among state bank supervisors |
| Financial Stability Oversight Council (FSOC) | Principal | Not disclosed | Participated in systemic risk oversight with federal regulators |
| Federal Financial Institutions Examination Council (FFIEC) | Principal | Not disclosed | Helped set uniform exam principles across FRB, FDIC, NCUA, OCC, CFPB |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Louisiana at Lafayette | Alumnus (Business Administration) | N/A | Undergraduate degree |
| LSU Graduate School of Banking | Graduate | N/A | Banking education |
No other public company directorships are disclosed for Ducrest in the proxy .
Board Governance
- Independence: Board determined all directors except CEO David R. Melville are independent; Ducrest is independent .
- Board leadership: Chairman David R. Melville; Lead Director Rolfe H. McCollister, Jr. (appointed July 25, 2024) .
- Mandatory retirement: Board adopted age 75 mandatory retirement policy on March 27, 2025, with limited exceptions .
- Meetings and attendance: Board held 8 scheduled meetings in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual shareholder meeting .
- Committees:
- Audit Committee: Members listed do not include Ducrest; chair is David A. Montgomery, Jr.; 12 scheduled and 4 special meetings in 2024; all members independent; Montgomery designated audit committee financial expert .
- Compensation Committee: Members listed do not include Ducrest; chair is Patrick E. Mockler; 7 scheduled meetings in 2024; all members independent; no interlocks .
- Nominating/Corporate Governance Committee: Members listed do not include Ducrest; chair is Steven G. White; 2 scheduled meetings in 2024; all members independent .
Fixed Compensation
| Component | Detail | Ducrest Amount (2024) |
|---|---|---|
| Annual cash retainer | $25,000 for directors; $65,000 for Lead Director; additional monthly committee retainers based on responsibilities | $37,186 (fees earned/paid in cash) |
| Annual equity retainer | $25,000 grant value; 1-year vest; share count set by closing price before grant | $25,014 (grant-date fair value) |
| Total | Cash + equity | $62,200 |
| Reimbursements/indemnification | Travel/expenses reimbursed; indemnification under charter/bylaws | Policy disclosure |
Performance Compensation
Directors receive time-based equity retainers; no director-specific performance metrics are disclosed . For governance context, the board introduced PRSU metrics for executives in 2024, demonstrating pay-for-performance oversight:
| Measure (Executive LTIP PRSUs) | Weight | Threshold | Target | Superior |
|---|---|---|---|---|
| ROATCE (3-year average) | 50% | 80% of Target | Target | 110% of Target |
| Peer-Relative EPS Growth | 50% | 25th Percentile | 50th Percentile | 75th Percentile |
Vested PRSUs are capped at target if Company TSR is negative over the performance period . The company also identifies key performance measures linking compensation actually paid to performance (e.g., Core ROA, Core Efficiency Ratio, Classified Assets Coverage Ratio, EPS, Pre-tax Pre-provision Net Revenue, ROATCE) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ducrest |
| Prior public company boards | None disclosed for Ducrest |
| Non-profit/academic boards | Not disclosed for Ducrest |
| Interlocks (competitors/suppliers/customers) | None disclosed; Compensation Committee reported no interlocks in 2024 |
Expertise & Qualifications
- Credentials: CPA-retired, CFE-retired, CEM-retired .
- Regulatory governance: Former OFI Commissioner; principal roles with FSOC and FFIEC; past CSBS Chairman—brings deep supervisory and policy expertise .
- Education: Business Administration (UL Lafayette); LSU Graduate School of Banking .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 17,527 shares |
| Ownership % of outstanding | Below 1.0% (company table notation) with 29,558,238 shares outstanding as of Mar 17, 2025 |
| Included indirect holdings | Includes 6,036 shares held by spouse (footnote 5) |
| Pledged shares | No pledge disclosed for Ducrest (pledging noted for others, not Ducrest) |
| Options/derivatives | Not disclosed for Ducrest in beneficial ownership table |
| Vested vs unvested breakdown | Not detailed for Ducrest in footnotes; spouse holdings noted |
| Ownership guidelines | Directors must hold 3x base cash retainer; accumulation within 5 years; calculation excludes pledged/in-the-money options, etc. Compliance status not specifically disclosed for individual directors |
Governance Assessment
- Board effectiveness and independence: Ducrest strengthens regulatory and compliance oversight through decades of supervisory experience. He is independent under Nasdaq rules, with documented board-wide independence and robust committee structures .
- Attendance and engagement: Board met 8 times; all directors met at least 75% attendance; all attended the 2024 annual meeting—indicative of adequate engagement .
- Compensation alignment: Director pay blends cash and time-based equity ($37,186 cash; $25,014 equity in 2024), aligning directors with shareholders via annual equity grants (one-year vest) without option-based risk; no director performance metrics—appropriate for non-executive oversight .
- Shareholder support signals: Ducrest’s 2025 re-election received 15,040,156 votes “For” vs 257,225 “Against” and 116,650 “Abstain,” with broker non-votes of 5,165,400—strong support relative to peers . Say-on-pay support improved materially from 59.9% (2023) to 92.4% (2024) following governance and pay design changes (ownership guidelines; option repricing prohibition; enhanced metric disclosure; implementation of RSUs/PRSUs) .
- Conflicts/related-party exposure: Company reports no related person transactions ≥$120,000 since Jan 1, 2019 beyond ordinary banking relationships, which are conducted on market terms and not categorized as nonaccrual, past due, restructured, or potential problem loans—no Ducrest-specific conflicts disclosed .
- Risk controls: Clawback policy compliant with SEC Rule 10D-1 and Nasdaq; stock ownership guidelines apply to directors; prohibitions on hedging, short sales; no excise tax gross-ups; limited perquisites—shareholder-friendly posture .
RED FLAGS
- None disclosed specific to Ducrest: no pledging, no low attendance, no related-party transactions above threshold, and strong re-election support .
Director Compensation (Structure Overview)
| Element | Company Policy |
|---|---|
| Cash retainer | $25,000 for directors; $65,000 for Lead Director; monthly committee retainers vary by responsibilities |
| Equity retainer | $25,000 grant value; 1-year vest; shares determined by closing price before grant |
Voting Outcomes (Signal)
| Proposal (2025 Annual Meeting) | Result |
|---|---|
| Director election – John P. Ducrest | For: 15,040,156; Against: 257,225; Abstain: 116,650; Broker Non-Vote: 5,165,400 |
| Say-on-Pay (advisory) | For: 14,283,462; Against: 1,075,794; Abstain: 54,775; Broker Non-Vote: 5,165,400 |
| Auditor ratification | For: 20,401,867; Against: 159,477; Abstain: 18,087 |
Context: Board independence affirmed; committee charters active; Lead Director role established; mandatory retirement age set at 75—collectively supportive of governance quality .
Related Party Transactions (Policy and Practice)
| Policy/Practice | Disclosure |
|---|---|
| Related person transaction approval policy | Formal policy consistent with SEC/Nasdaq requirements; reviewed by Nominating/Corporate Governance Committee |
| Transactions since 2019 | No related person transactions ≥$120,000 other than ordinary banking relationships; conducted on market terms; no problematic loans |
Compensation Committee Analysis (Context for Oversight)
| Item | Disclosure |
|---|---|
| Composition | Independent directors; chair Patrick E. Mockler; no interlocks or insider participation in 2024 |
| Independent consultant | Aon’s McLagan engaged; independence affirmed; peer group maintained and updated |
| Best practices | Clawback policy; ownership guidelines; diverse metrics; prohibitions on hedging/short sales; no excise tax gross-ups |
Equity Ownership Alignment
- Directors must hold at least 3x base cash retainer; Ducrest’s beneficial ownership totals 17,527 shares including 6,036 spouse-held shares (individual guideline compliance not specifically disclosed) .
Summary Implications for Investors
- Ducrest’s regulatory pedigree strengthens board oversight of risk, compliance, and supervision—beneficial in a regional bank with recent M&A activity .
- Strong re-election support and improved say-on-pay outcomes signal investor confidence in governance and compensation redesign .
- Lack of disclosed conflicts or pledging and adherence to ownership/clawback policies support alignment and risk mitigation .