Gordon H. Joffrion, III
About Gordon H. Joffrion, III
Independent director of Investar Holding Corporation since 2013; age 71. A licensed general contractor (since 1979) and General Manager of Joffrion Construction, Inc. (since 2006) in Baton Rouge, bringing deep real estate and construction domain knowledge to a bank with significant commercial real estate lending exposure . The board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joffrion Construction, Inc. | General Manager | 2006–present | Commercial/residential construction operator in core market; contributes practical real estate/construction risk insight to bank oversight |
| Licensed General Contractor | Contractor | 1979–present | Long-standing industry relationships; knowledge of Baton Rouge market conditions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public-company directorships disclosed for Mr. Joffrion |
| Private/non-profit boards | — | — | Not disclosed in proxy |
Board Governance
- Independence: Board determined Mr. Joffrion is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Not currently assigned to Executive, Audit, Compliance, Compensation, or Nominating & Governance committees (blank across all columns for his row) .
- Attendance: Board held 12 meetings in 2024; all directors attended at least 75% of board and relevant committee meetings. Independent directors held two executive sessions in 2024 .
- Board structure: Separate Chair (William H. Hidalgo, Sr.) and CEO (John J. D’Angelo) roles; all key committees are fully independent .
- Director ownership guideline: Directors must hold $200,000 of Company stock (timeline: by April 1, 2024 or five years from becoming subject) .
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Cash retainer | None | Directors received no cash fees and no meeting fees in 2024 |
| Equity grant (RSUs) | $31,992 grant-date fair value | Granted January 17, 2024; director RSU target values: members $30,000; chair of board $34,000; committee chairs $32,000 (valued at grant date closing price $16.68) |
| Unvested RSUs (12/31/2024) | 2,663 units | Reflects outstanding director RSUs at year-end |
| Vesting schedule | 50% on Jan 17, 2025; 50% on Jan 1, 2026 | Director RSUs vest in two equal annual installments |
Performance Compensation
| Element | Status | Metrics/Structure |
|---|---|---|
| Performance-based director pay | Not used | Non-employee director compensation was RSU-based without disclosed performance conditions; Company prohibits dividends on unvested RSUs |
Other Directorships & Interlocks
| Category | Disclosed Items | Potential Conflict Notes |
|---|---|---|
| Public company boards | None | No interlocks with competitors/customers/suppliers disclosed |
| Related party transactions | None involving Mr. Joffrion specifically | Proxy lists ordinary-course banking with insiders and one disclosed transaction involving another director’s family member; audit committee oversees related-party reviews under Nasdaq Rule 5630 |
Expertise & Qualifications
- Commercial/residential construction executive; deep Baton Rouge market knowledge supporting oversight of a bank with notable commercial real estate lending .
- Independence and community ties; brings borrower/customer perspectives relevant to credit risk discussion .
- Board-wide governance practices include clawback, anti-hedging, and independent committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Class | Notes |
|---|---|---|---|
| Gordon H. Joffrion, III | 34,424 | Less than 1% | Includes 11,610 shares registered in spouse’s name |
| Shares pledged | None disclosed for Joffrion | — | Pledging noted for CEO only; no pledge footnote for Joffrion |
| Stock ownership guideline | $200,000 (directors) | Timeline per policy | Company maintains stock ownership guidelines; director compliance status not individually disclosed |
| Anti-hedging policy | Prohibits hedging for directors | In Insider Trading Policy | No hedging or exchange-fund usage permitted |
Governance Assessment
- Alignment signals: Independent status; equity-only director comp with defined two-year vesting; director ownership guideline; anti-hedging and clawback policies .
- Engagement signals: Board met 12 times; all directors met ≥75% attendance; independent directors held executive sessions; however, lack of committee assignments reduces formal oversight touchpoints for Mr. Joffrion relative to committee-active peers .
- Conflicts/related-party exposure: No related-party transactions disclosed for Mr. Joffrion; Company outlines robust related-party review procedures via audit committee .
- RED FLAGS: None disclosed specific to Mr. Joffrion (no pledging, no hedging, no related-party transactions, no attendance shortfall) .