Keith Tillage
About Keith Tillage
Keith A. Tillage (55) is an independent director of Business First Bancshares (BFST) and b1BANK; he is co‑founder and Chief Executive Officer of Tillage Construction, LLC, a minority full‑service commercial construction and construction management company recognized by Inc. 500/5000 in 2011 and 2012 and by the SBA Region 6 as Minority Small Business Person of the Year . His background includes advisory and civic board service (Minority Supply Diversity Council, YMCA – A.C. Lewis Branch, Baton Rouge Area Chamber) and participation in the US Black Chambers President’s Circle; in 2024 the proxy additionally notes service on the National GSA advisory council and the Louisiana State Licensing Board for Contractors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tillage Construction, LLC | Co‑founder & CEO | Not disclosed | Awards: Black Enterprise finalist; HUBZone business of the year; SBA Region 6 Minority Small Business Person of the Year; Inc. 500/5000 fastest‑growing in 2011/2012 |
| White House (Consultation) | One of 12 small business CEOs invited to consult President Obama on Fiscal Cliff | Not disclosed | High‑level policy input (small business perspective) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minority Supply Diversity Council | Board member | Not disclosed | Governance/civic oversight |
| YMCA – A.C. Lewis Branch | Board member | Not disclosed | Community engagement |
| Baton Rouge Area Chamber | Board member | Not disclosed | Regional economic development |
| US Black Chambers | President’s Circle (former) | Not disclosed | National small business advocacy network |
| National GSA Advisory Council | Advisory member | Not disclosed | Federal procurement advisory role (2024 proxy) |
| Louisiana State Licensing Board for Contractors | Board member | Not disclosed | State regulatory oversight (2024 proxy) |
Board Governance
| Item | Detail |
|---|---|
| Board Independence | Board determined all directors other than the CEO (David R. Melville) are independent under Nasdaq and SEC rules (Tillage is independent) . |
| Committee Memberships | Nominating/Corporate Governance Committee member; Steven G. White (Chair); other members: Ricky D. Day, Rolfe H. McCollister, Jr. . |
| Committee Activity | Nominating/Corporate Governance held 2 scheduled meetings in 2024 (five in 2023) . |
| Board Meetings & Attendance | Board held 8 scheduled meetings in 2024; all directors attended at least 75% of board/committee meetings; all directors then serving attended the 2024 annual shareholder meeting . |
| Lead Independent Director | Role held by Rolfe H. McCollister, Jr.; Tillage is not Lead Director . |
- Director election framework includes majority vote with mandatory tender of resignation below majority; process overseen by the Corporate Governance/Nominating Committee .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 31,000 | 25,000 | 56,000 |
| 2024 | 32,874 | 25,014 | 57,888 |
- 2024 Director pay structure: Lead Director annual cash retainer $65,000; other directors $25,000; additional monthly retainers for committee chairs/members; annual equity retainer $25,000 (one‑year vest); share count based on closing price prior to grant date .
- Compensation consulting: McLagan advised 2024 structure; equity grants vest over one year . In 2023, Pearl Meyer recommended increasing annual cash/equity retainers from $18,000 to $25,000; 2023 director equity grants vested after one year (1,584 shares each, vesting May 8, 2024) .
Performance Compensation
| Component | Structure | Metrics |
|---|---|---|
| Annual Equity Retainer | $25,000 director RSU grant; one‑year vesting | None for directors (time‑based vesting; no performance targets disclosed) |
Directors do not receive performance‑based cash incentives; committee retainers are fixed and equity grants are time‑vested only .
Other Directorships & Interlocks
- No other public company directorships are disclosed for Tillage beyond BFST and b1BANK in the director biographies; listed roles are civic/advisory/regulatory bodies rather than public issuers .
- Compensation Committee Interlocks: Company disclosed no interlocks or insider participation among Compensation Committee members in 2024 and 2023 (Tillage is not on the Compensation Committee) .
Expertise & Qualifications
- Entrepreneurial/operator expertise in commercial construction and construction management; multi‑award recognition (Inc. 500/5000; SBA Minority Small Business Person of the Year) .
- Civic and regulatory governance experience across local chambers, YMCA, supplier diversity, federal GSA advisory, and state contractor licensing—useful perspectives on procurement, compliance, and community relations .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| March 20, 2024 | 4,244 | <1% (*) |
| March 17, 2025 | 5,393 | <1% (*) |
- Outstanding shares at March 17, 2025: 29,558,238 (for percentage context; table marks “*” for <1%) .
- Stock Ownership Guidelines (adopted January 2024): Non‑employee directors must hold stock valued at 3× base cash retainer; accumulation required within five years; pledged shares excluded from calculation .
- Hedging/short sales: Prohibited for employees and non‑employee directors; hedging/margin accounts require pre‑clearance .
Governance Assessment
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Strengths
- Independent director with consistent committee service on Nominating/Corporate Governance; board confirms independence of committee members .
- Solid attendance: Board met 8 times in 2024; all directors ≥75% attendance; full attendance at 2024 annual meeting—indicates engagement .
- Director pay structure balanced with modest cash retainer and time‑vested equity; use of independent compensation consultant and ownership guidelines enhances alignment .
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Watch Items
- Related‑party/ordinary‑course banking relationships: Company discloses directors and affiliates are customers (deposits, loans) on market terms; none nonaccrual/past due/restructured/problem at report date—monitor ongoing exposure (Tillage’s outside business is in construction, a sector often bank‑financed) .
- Ownership level remains <1% of outstanding shares; compliance with 3× retainer stock ownership guideline is measured over five years but individual director compliance status is not disclosed—monitor future proxies for status .
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RED FLAGS observed: None explicitly disclosed regarding pledging, hedging violations, related‑party loans with unfavorable terms, tax gross‑ups, or option repricing for directors .