Rolfe McCollister Jr.

About Rolfe H. McCollister, Jr.

Rolfe H. McCollister, Jr. (age 69) is Lead Director of Business First Bancshares, Inc. (BFST) and b1BANK, appointed July 25, 2024 after the passing of former Chair Robert Greer . He is a founder of Business First and founded Louisiana Business, Inc. (publisher of Baton Rouge Business Report, 225, inRegister); the media assets were acquired by Melara Enterprises in 2021, where he serves as Chairman Emeritus . He is an LSU graduate and served two terms on the LSU System Board of Supervisors, including as chairperson; prior board service includes three banks . BFST’s board determined all directors other than the CEO are independent, which includes McCollister .

Past Roles

External Roles

Board Governance

• Lead Independent Director since July 25, 2024; BFST’s leadership structure combines CEO/Chair with a Lead Director role held by McCollister .
• Committees:
  • Compensation Committee member (Chair: Patrick E. Mockler) .
  • Nominating/Corporate Governance Committee member (Chair: Steven G. White) .
  • Not on Audit Committee .
• Independence: Board affirms all directors except CEO are independent under Nasdaq/SEC rules .
• Attendance: Board held 8 meetings in 2024; all directors attended ≥75% of board/committee meetings and attended the 2024 annual meeting .
• Mandatory retirement: Age 75 policy adopted March 27, 2025 (board may grant exceptions); McCollister is 69 .

Fixed Compensation

• BFST director framework: Annual cash retainer $25,000 (Lead Director $65,000); additional monthly committee chair/member retainers; annual equity retainer valued at $25,000 (one-year vest) for all directors including Lead Director .

Performance Compensation

• Directors receive time-based equity retainers; no performance-conditioned metrics disclosed for director equity awards (one-year vest; grant value ~$25,000) .

Other Directorships & Interlocks

• Current public company directorships for McCollister: None disclosed in BFST proxy .
• Compensation Committee interlocks: None; no member was an officer/employee and no executive officer served on another company’s compensation committee with BFST directors .

Expertise & Qualifications

• Entrepreneurship and media management (founder of Louisiana Business, Inc.; regional business media leadership and major event franchises) .
• Banking governance experience (prior director on three banks) .
• Community/state leadership (LSU System Board chairperson; extensive statewide contacts) .

Equity Ownership

• Pledging/hedging: No pledging disclosed for McCollister; BFST insider trading policy discourages hedging, prohibits margin accounts, and requires preclearance for pledging/derivatives .
• Director stock ownership guidelines: Non-employee directors must hold stock equal to 3x base cash retainer (five-year compliance window) .

Governance Assessment

• Strengths:
  • Elevated governance role as Lead Independent Director, with committee service on Compensation and Nominating/Governance .
  • Independent status affirmed; strong board attendance in 2024 .
  • Director compensation includes meaningful equity retainer, supporting alignment; stock ownership guidelines enhance long-term alignment .
  • No related-party transactions involving directors since 2019 beyond ordinary banking relationships on market terms; no problematic related-party loans .
  • Compensation Committee uses an independent consultant (Aon/McLagan); shareholder-friendly practices (repricing requires shareholder approval; clawback policy) .
• Watch items:
  • Founder status and longstanding ties may necessitate ongoing monitoring for potential perceived influence; however, independence is affirmed by the board .
  • Lead Director cash retainer set at $65,000; 2024 cash fees ($50,540) reflect partial-year Lead Director status and committee roles—ensure compensation remains proportionate to responsibilities .
• Investor confidence signals:
  • Say-on-pay support improved to 92.4% in 2024 (from 59.9% in 2023) following governance/compensation enhancements, indicating constructive shareholder engagement .
  • Mandatory retirement policy at 75 enhances refreshment discipline; McCollister is below threshold (age 69) .

Appendix: Committee Assignments and Attendance