Frank L. Walker
About Frank L. Walker
Independent director of Investar Holding Corporation (ISTR) since 2013; age 64. Walker is Chief Financial Officer of JP Oil Holdings, LLC (oil & gas E&P and real estate investor) since 1996, and serves on the Board of Trustees as Treasurer of Ochsner Lafayette General Health, a regional health system. He brings finance and accounting expertise and Lafayette market ties; the board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JP Oil Holdings, LLC | Chief Financial Officer | 1996–present | Finance/accounting leadership; sector expertise relevant to regional energy economy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ochsner Lafayette General Health | Board of Trustees; Treasurer | Not disclosed | Seven-hospital system; Treasurer role signals governance/financial oversight experience |
| Other public company boards | None disclosed | — | No other public company directorships disclosed in 2024–2025 proxies |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Walker is independent under Nasdaq Rule 5605(a)(2) |
| Committees (current) | Compliance Committee (Bank board committee) – Member |
| Committee chairs | None; Walker is not listed as chair of any committee |
| Board attendance | In 2024, all directors attended ≥75% of board and committee meetings on which they served; board met 12 times |
| Executive sessions | Independent directors met in executive session twice in 2024 |
| Years on ISTR board | Director since 2013 |
| Board structure | 10 of 11 nominees independent; all key committees (audit, compensation, compliance, nominating & governance) are fully independent; separate Chair and CEO |
Fixed Compensation
| Component | 2024 Policy/Amount | Notes |
|---|---|---|
| Cash retainer | $0 | Non-employee directors did not receive cash fees in 2024 |
| Meeting fees | $0 | No meeting attendance fees |
| Committee membership fees | Included in equity targets | 2024 RSU grant targets: Board/Bank Chair $34,000; Committee Chairs $32,000; Other directors $30,000 |
| Equity (RSUs) – Grant policy | Time-based RSUs vest 50% on 1/17/2025 and 50% on 1/1/2026 | Grant date 1/17/2024; grant-date fair value based on $16.68 stock price |
| Walker’s 2024 Stock Award | $29,991 | Reported in director compensation table |
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity awards | Time-based RSUs | No performance-vesting metrics disclosed for directors; RSUs vest on time schedule noted above |
Other Directorships & Interlocks
| Company type | Entity | Role | Potential interlock/conflict notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No overlapping public board roles disclosed |
| Non-profit/healthcare | Ochsner Lafayette General Health | Trustee; Treasurer | No ISTR related-party transaction disclosed with this entity |
| Private company employment | JP Oil Holdings, LLC | CFO | No ISTR related-party transaction disclosed with JP Oil Holdings |
Expertise & Qualifications
- Finance and accounting executive (CFO since 1996) with oil & gas and real estate exposure; provides borrower/customer perspective and regional Lafayette relationships .
- Independent director classification under Nasdaq; service on Compliance Committee adds regulatory oversight exposure .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common) | 11,450 shares | Includes 1,305 shares in Walker’s 401(k) plan |
| Ownership % of shares outstanding | <1% | “*” denotes less than 1%; 9,820,633 shares outstanding as of 3/24/2025 |
| Unvested RSUs (director) | 2,438 units | As of 12/31/2024 |
| Options | None disclosed for directors | Director compensation table reports stock awards (RSUs) only |
| Shares pledged | None disclosed for Walker | Pledging disclosure present for CEO; none noted for Walker |
| Ownership guidelines | Directors required to hold $200,000 in stock (policy) | Stock ownership guidelines apply to directors; anti-hedging policy in place |
Related-Party and Insider-Compliance Indicators
- Related-party transactions: No Walker-related transactions disclosed for 2023–2024; only item disclosed concerns compensation of the Chairman’s daughter (resigned March 18, 2024) .
- Insider trading/hedging: Company prohibits director hedging; clawback policy in place .
- Section 16(a) reporting: 2023 late filings noted for several insiders; Walker not cited among delinquencies .
Governance Assessment
Strengths
- Independent director since 2013 with CFO-level financial expertise; contributes to regulatory/compliance oversight via Compliance Committee membership .
- Director pay is equity-only (RSUs), with no cash retainer or meeting fees—aligns incentives toward shareholder value creation; unvested RSUs support ongoing alignment .
- Anti-hedging and clawback policies, fully independent key committees, and separate Chair/CEO structure bolster governance quality .
Watch items
- Long tenure (on board since 2013) may prompt ongoing board refresh considerations, though the board added/rotated members in 2023–2025 and maintains independent committees .
- No disclosed performance-vesting for director equity; while common for community/regional banks, performance-conditioned equity could further strengthen pay-for-performance optics for directors .
RED FLAGS
None identified specific to Walker: no related-party transactions, no pledging, no Section 16(a) delinquencies disclosed for him in 2023, and independence affirmed by the board.