Andrew C. Nelson, M.D.
About Andrew C. Nelson, M.D.
Independent director at Investar Holding Corporation (ISTR); board-certified gastroenterologist and current partner at Texas Digestive Disease Consultants. Director since 2013; age 59. His medical practice ownership and operating experience provide a customer-operator perspective to the board. The board affirms his independence under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gastroenterology Associates (Baton Rouge, LA) | Practicing Partner | 1997–2018 | Business owner perspective; informs understanding of customer needs and successful business operations. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Digestive Disease Consultants | Partner (board-certified gastroenterologist) | Current (as of 2025 proxy) | Ongoing clinical and operating experience. |
No other public company directorships are disclosed in the 2025 proxy biography.
Board Governance
- Independence: Classified as independent by the board under Nasdaq rules; board considered commercial, banking, legal, charitable and familial relationships and maintained his independent status.
- Committee assignments (Company-level unless noted): Nominating & Governance Committee (Chair); Compensation Committee (Member); Executive Committee (Member).
- Committee activity (2024 meetings): Nominating & Governance (3), Compensation (4), Executive Committee (0).
- Attendance: The board met 12 times in 2024; all directors attended at least 75% of board and committee meetings during their service periods. Independent directors held two executive sessions in 2024.
- Board leadership: Separate Chair (William H. Hidalgo, Sr.) and CEO (John J. D’Angelo); structure intended to enhance oversight. No Lead Independent Director disclosed.
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating & Governance | Chair | 3 |
| Compensation | Member | 4 |
| Executive | Member | 0 |
Fixed Compensation (Director)
- Structure: Non-employee directors received only RSUs in 2024; no cash fees. RSUs vest 50% per year over two years. Grant values: Chair of Company/Bank board committee $32,000; other directors $30,000; Chairman of Company/Bank board $34,000 (grant-date fair value at $16.68 per share on 1/17/2024).
| Year | Cash Retainer | Equity (Grant-date fair value) | Unvested RSUs at 12/31/2024 | Vesting Terms |
|---|---|---|---|---|
| 2024 | $0 | $31,992 (RSUs) | 2,558 | 50% on 1/17/2025; 50% on 1/1/2026. |
Performance Compensation (Director)
- Non-employee director pay is time-based RSUs only; no performance-based equity, options, or bonus metrics apply to directors.
| Performance Metric | Applies to Directors? |
|---|---|
| TSR, EPS, ROA, credit metrics, ESG goals | Not applicable; director RSUs are time-based. |
Other Directorships & Interlocks
| Company | Ticker | Role | Type | Potential Conflict/Notes |
|---|---|---|---|---|
| None disclosed | — | — | Public | The proxy does not list any public company directorships for Dr. Nelson. |
Expertise & Qualifications
- Board-certified gastroenterologist; partner-level operating and ownership experience in medical practices (current: Texas Digestive Disease Consultants; prior: Gastroenterology Associates, 1997–2018). Provides differentiated customer/operator perspective relevant to a regional bank’s client base.
- Independent committee leadership (Chair, Nominating & Governance) overseeing board composition, governance policies, annual board/management reviews, and corporate giving oversight.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (common shares) | 150,934 shares; equals 1.54% of outstanding shares. |
| Shares outstanding reference | 9,820,633 shares outstanding as of 3/24/2025. |
| Indirect holdings via affiliate | Includes 8,610 shares held by AJ’s Investment Co., LLC; Dr. Nelson has shared voting/dispositive power and a 90% equity interest; he disclaims beneficial ownership except to his pecuniary interest in ~7,749 shares. |
| Unvested director RSUs | 2,558 as of 12/31/2024. |
| Hedging/Pledging policies | Company prohibits director hedging of Company securities; no director-specific pledging is disclosed for Dr. Nelson. |
Approximate current-dollar value context: Using the Company’s disclosed 12/31/2024 closing price of $21.96 per share, Dr. Nelson’s 150,934 owned shares would approximate ~$3.32 million as of that date (150,934 × $21.96). Share count and price sources:
Governance Assessment
- Alignment and ownership: High insider alignment—Dr. Nelson holds 1.54% of common shares outstanding; additional unvested director RSUs increase alignment. Anti-hedging policy strengthens long-term orientation.
- Committee influence: As Nominating & Governance Chair and Compensation Committee member, he plays a central role in board refreshment, governance policy oversight, and executive/director pay structure, supporting board effectiveness.
- Independence and attendance: Board affirmed his independent status; the board met 12 times in 2024 with all directors meeting at least the 75% attendance threshold; independent directors met in executive session twice—supportive of robust oversight.
- Director pay structure: RSU-only compensation (no cash fees) with short, two-year vesting gives equity exposure but with relatively quick vesting; chair roles targeted for higher equity values ($32,000).
- Related-party/conflicts: The only related-party transaction disclosed involved a different director’s family member; none are disclosed for Dr. Nelson. The board considered director relationships and maintained independence determinations.
- Shareholder sentiment: Say-on-pay received over 90% support at the 2024 Annual Meeting—an indicator of acceptable compensation governance from investors.
RED FLAGS: None disclosed for Dr. Nelson regarding related-party transactions, pledging, low attendance, or compensation anomalies. The shared AJ’s Investment Co., LLC vehicle holding Company stock (with another director as a minority interest holder) is disclosed with disclaimers; the board nonetheless determined independence. Continued monitoring is prudent but no conflict is indicated by the proxy.