Patrick Mockler

About Patrick E. Mockler

Patrick E. Mockler (age 56) is an independent, non-employee director of Business First Bancshares, Inc. (BFST) and b1BANK, currently serving as Chair of the Compensation Committee; he has served on b1BANK’s board since 2006 and is a long-tenured member across key risk, audit, loan, and compensation committees . He is President of Southern Eagle Sales and Service, LLC (since 2018) and previously served as President of Mockler Beverage Company from 2007–2018; he holds a B.S. in International Trade and Finance from Louisiana State University (1993) . In 2024, all directors attended at least 75% of the board and committee meetings on which they served, and BFST’s board held 8 scheduled meetings; committee meeting cadence is noted below .

Past Roles

External Roles

Board Governance

• Committees and roles: Chair, Compensation Committee; prior service includes Loan (4 years), Audit (7 years), Risk (last 7 years), Compensation (last 9 years) .
• Independence: Compensation Committee members (including Mockler) are independent under Nasdaq rules, qualify as “nonemployee directors” under Rule 16b-3, and “outside directors” under IRC §162(m) .
• Attendance: Board held 8 scheduled meetings in 2024; all directors attended at least 75% of board and committee meetings, and all attended the 2024 annual shareholder meeting .
• Committee cadence: Audit Committee held 12 scheduled and 4 special meetings; Compensation Committee held 7 scheduled; Nominating/Corporate Governance held 2 scheduled meetings in 2024 .
• Lead Independent Director: Rolfe H. McCollister, Jr. was named Lead Director in July 2024 .
• Executive sessions: Compensation Committee meets in executive session without management as appropriate; Chair works with CEO and HR to set agendas (CEO excluded from his own pay discussions) .

Fixed Compensation

Performance Compensation

Note: BFST’s executive LTIP (not applicable to directors) uses 50/50 RSUs and PSUs with a three-year performance period and mixed absolute/peer-relative goals, reflecting governance rigor for NEOs . The Compensation Committee maintains best practices, including diverse performance goals, independent consultant, peer group use, ownership guidelines, clawback policy, and prohibitions on short sales/hedging without pre-clearance; no excise tax gross-ups .

Other Directorships & Interlocks

Expertise & Qualifications

• Operating leadership in beverage distribution and real estate investing, offering commercial acumen and customer-side perspective valuable to bank oversight .
• Extensive committee experience (Loan, Audit, Risk, Compensation) culminating in Compensation Committee Chair role, evidencing governance depth .
• Director-level experience at LWCC with vice-chair positions on Investment and Audit committees, reinforcing risk and oversight credentials .
• Education: B.S., International Trade & Finance, Louisiana State University (1993) .

Equity Ownership

• Stock ownership guidelines: Adopted for NEOs and non-employee directors at a “meaningful multiple” of salary/retainer; specific multiples not disclosed .
• Hedging/margin policy: Short sales prohibited; hedging or margin positions require pre-clearance by compliance officer .
• Pledging: No pledging disclosure for Mockler in proxy .
• Compliance status with ownership guidelines: Not disclosed .

Insider Trades

Governance Assessment

• Strengths:
  • Long-tenured director with broad committee exposure; current Compensation Committee Chair—supports pay governance rigor and board effectiveness .
  • Board/committee attendance meets thresholds; board held 8 meetings and compensation committee met 7 times in 2024—indicates active oversight cadence .
  • Compensation governance improved following shareholder outreach: Say-on-Pay support rose to 92.4% in 2024 from 59.9% in 2023; adoption of ownership guidelines and option repricing restrictions are shareholder-friendly .
  • Compensation Committee independence affirmed; no interlocks or insider participation; use of independent consultant and peer group enhances objectivity .
• Alignment:
  • Director pay mix includes cash and equity with one-year vesting ($25k equity retainer), promoting shareholder alignment; Mockler’s 2024 director comp totaled $69,488 (cash $44,474; stock $25,014) .
  • Beneficial ownership of 18,047 shares (<1%) provides skin-in-the-game; broader guidelines exist, though specific multiples/compliance status not disclosed .
• Potential Conflicts and Related-Party Exposure:
  • As an executive/partner in beverage and investment entities, ordinary-course banking relationships are possible; company states related-party transactions occur at market terms and none are problem loans—mitigating conflict risk .
• Policies/Controls:
  • Clawback policy for executive incentives; hedging/margin restrictions; no excise tax gross-ups; no timing of MNPI for equity grants—signals strong governance posture .
• RED FLAGS:
  • Limited disclosure on director ownership guideline multiples and compliance status for individual directors (including Mockler)—transparency gap for alignment assessment .
  • Related-party banking relationships with directors exist in the ordinary course; while managed at market terms and without adverse classifications, they warrant continued monitoring by investors .