Ricky Day
About Ricky Day
Ricky D. Day (59) is an independent director of Business First Bancshares, Inc. and its banking subsidiary b1BANK, with prior board service at Pedestal Bank and City Savings Bank. He is Owner/President of Ricky Day Trucking (50‑unit fleet operating in LA and TX), owner of DeRidder Truck Parts, and co‑owner of Southland Group in the timber industry, bringing operating expertise from logistics and industrial services to the board; independence affirmed for all directors except the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pedestal Bank | Director | Not disclosed | Prior director experience; Pedestal merged with Business First in 2020 |
| City Savings Bank | Director | Not disclosed | Prior director experience |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Ricky Day Trucking | Owner & President | Current | Fleet of 50 units operating in Louisiana and Texas |
| DeRidder Truck Parts | Owner | Current | Aftermarket parts business |
| Southland Group | Co‑owner | Current | Multiple companies in timber industry |
| W D Chips, LLC | Manager | Current | Listed as principal occupation in director slate |
Board Governance
- Independence: Board determined all directors other than the CEO (David Melville) are independent under Nasdaq/SEC rules; Day is independent .
- Committees: Member, Compensation Committee (chair: Patrick E. Mockler); Member, Nominating/Corporate Governance Committee (chair: Steven G. White) .
- Attendance and engagement: Board held 8 scheduled meetings in 2024; Audit Committee held 12 scheduled and 4 special; Compensation held 7 scheduled; Nominating/Corporate Governance held 2 scheduled. All directors attended ≥75% of board and committee meetings; all directors then serving attended the 2024 annual shareholder meeting .
- Board leadership: Following the March 2024 passing of former Chair, the board appointed David R. Melville III as Chairman and Rolfe H. McCollister, Jr. as Lead Director; board size set to 16 nominees for 2025 .
- Mandatory retirement age: Adopted March 27, 2025; age 75 with limited exceptions (Day is 59) .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Fees earned/pain in cash | 34,540 | Includes annual retainer and committee retainers; standard annual cash retainer is $25,000 for directors (Lead Director $65,000) |
| Stock awards (equity retainer) | 25,014 | Annual director equity retainer valued at ~$25,000; vests after one year; shares determined by prior‑day closing price |
| Total director compensation | 59,554 | Sum of cash and equity |
Performance Compensation
| Item | 2024 Value ($) | Grant Mechanism | Vesting |
|---|---|---|---|
| Annual Director Equity Retainer | 25,014 | Equity grant sized by $25,000 value using prior‑day closing price | One‑year vesting restriction |
The company prohibits short sales, discourages hedging/pledging by directors and requires preclearance; director/NEO stock ownership guidelines require directors to hold stock valued at 3x base cash retainer within five years .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond BFST/b1BANK .
- Prior boards: Pedestal Bank; City Savings Bank .
- Compensation committee interlocks: None—no member was an officer/employee; no executive officers served on other entities’ boards/comp committees with reciprocity .
Expertise & Qualifications
- Operating executive across trucking/logistics and industrial parts; co‑owner in timber ecosystem—useful for middle‑market banking perspective and credit insight in cyclical sectors .
- Prior bank board experience at Pedestal and City Savings adds governance and financial services familiarity .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notable Details |
|---|---|---|---|
| Ricky D. Day | 264,285 | <1% (star indicates below 1%) | Includes 1,149 unvested RS vesting on 4/26/2025; no pledge disclosure for Day in footnotes |
| Company Shares Outstanding | Date |
|---|---|
| 29,558,238 | March 17, 2025 |
Ownership guidelines: Directors must hold stock valued at 3x base cash retainer; calculation excludes pledged shares/options; compliance status not disclosed at director level .
Governance Assessment
- Strengths
- Independent status with active roles on Compensation and Nominating/Governance—two high‑leverage committees for pay design and board refreshment .
- Solid engagement: met ≥75% attendance; board/committees met regularly; board leadership clarified with Lead Independent Director .
- Ownership alignment: substantial personal holding (264,285 shares) and annual equity retainer with one‑year vesting; director ownership guidelines in place (3x retainer) .
- Pay governance: company adopted clawback policy, hedging/pledging controls, and improved say‑on‑pay support to 92.4% in 2024 (from 59.9% in 2023), signaling responsiveness to investors .
- Watch items / potential conflicts
- Ordinary banking relationships with directors and affiliates are permitted on market terms; no related‑party transactions ≥$120,000 since 2019 disclosed, but ongoing customer/credit interactions common for directors with local businesses (monitor for neutrality in credit decisions) .
- Committee fee granularity not disclosed by director; reliance on aggregate “fees earned/pain in cash” makes it harder to benchmark committee workload vs. compensation .
No red flags found related to pledging, option repricing, or delinquent Section 16 filings for Day; the company reports timely Section 16 compliance for 2024 and prohibits option repricing without shareholder approval .