James E. Yegge, M.D.
About James E. Yegge, M.D.
James E. Yegge, M.D., is an independent director of Investar Holding Corporation (ISTR), serving since 2023. He is a board-certified nephrologist at Renal Associates of Baton Rouge, LLC, and has lived in the Baton Rouge area since 2002, bringing healthcare industry expertise and local market insight to the board. Age: 59. Independence: the board has affirmatively determined he is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renal Associates of Baton Rouge, LLC | Board-certified nephrologist | Not disclosed | Healthcare expertise and community ties cited as valuable to ISTR’s board |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not disclose other public company directorships for Dr. Yegge |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq Rule 5605(a)(2) |
| Years of service | Director since 2023 |
| Committee assignments | Compensation Committee (Chair); Compliance Committee of the Bank (Member) |
| Committee meetings in 2024 | Compensation Committee: 4; Compliance Committee: 4 |
| Board meetings in 2024 | 12 board meetings; all directors attended at least 75% of board and committee meetings during service periods |
| Executive sessions | Independent directors met in executive session twice in 2024 |
| Board leadership | Separate Chair (W.H. Hidalgo, Sr.) and CEO (J.J. D’Angelo) roles |
Fixed Compensation
| Component | Amount / Policy | Notes |
|---|---|---|
| Cash retainer | $0 | Non-employee directors received no cash fees in 2024 |
| Meeting fees | None | No meeting attendance fees for directors |
| Equity grant targeting | Committee chair target grant-date value: $32,000; Board/Bank chair: $34,000; Other directors: $30,000 | |
| Vesting | RSUs vest in two installments: one-half on each vest date over two years |
Performance Compensation
| Element | Detail |
|---|---|
| 2024 stock award (grant-date fair value) | $31,992 |
| Grant date | January 17, 2024 |
| Vesting schedule (2024 grants) | First half vested January 17, 2025; second half vests January 1, 2026 |
| Unvested RSUs (as of 12/31/2024) | 2,500 units |
| Performance conditions | Not applicable; director RSUs are service-vested (time-based) |
Other Directorships & Interlocks
| Entity | Role / Ownership | Details & Potential Interlock |
|---|---|---|
| AJ’s Investment Co., LLC | Minority member (10% equity interest) | Entity holds 8,610 ISTR shares. Dr. Yegge disclaims beneficial ownership except to extent of his pecuniary interest (~861 shares). Co-director Dr. Andrew C. Nelson holds a 90% equity interest in the same LLC. |
Expertise & Qualifications
- Board-certified nephrologist with extensive healthcare experience; Baton Rouge market ties since 2002.
- Classified independent; provides non-financial industry perspective that can enhance customer/market insight.
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (3/24/2025) | 21,035 shares; less than 1% of outstanding |
| Indirect holdings | 8,610 shares held by AJ’s Investment Co., LLC; Yegge’s pecuniary interest ~861 shares |
| Shares outstanding reference | 9,820,633 shares outstanding as of 3/24/2025 |
| Unvested RSUs (12/31/2024) | 2,500 units |
| Hedging / pledging policies | Directors prohibited from hedging Company securities; no pledging disclosed for Dr. Yegge |
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee and serves on Bank Compliance Committee—roles central to aligning pay with performance and regulatory oversight. Compensation Committee met four times in 2024.
- Director compensation is 100% equity (RSUs) with no cash retainers or meeting fees, supporting alignment with shareholders; clear two-year vesting promotes medium-term horizon.
- Company-wide governance practices include stock ownership guidelines for directors ($200,000 target) and anti-hedging policy covering directors, signaling alignment and risk control. Minimum bylaw requirement to own at least $100,000 of Company stock to serve as director (unless waived).
- Say-on-pay approval exceeded 90% at the 2024 Annual Meeting, indicating broad investor support for the pay program overseen by the Compensation Committee.
- Compensation Committee engages an independent consultant (Blanchard); independence assessment found no conflicts; uses a 15-bank peer group for market analysis.
-
Watch items / RED FLAGS
- Potential interlock: Co-ownership (with another independent director) of AJ’s Investment Co., LLC that holds ISTR shares; while not a related-party transaction with the Company, it represents an ownership tie among two directors and should be monitored for independence perceptions and voting cohesion. (fn 7) (fn 5)
- Attendance disclosure is at the aggregate level (“all directors attended at least 75%”) rather than individual rates; no concern signaled, but limited granularity for per-director diligence.
- No specific disclosure of individual compliance with director stock ownership guidelines; monitoring toward the $200,000 director guideline is advisable.
No related-party transactions were disclosed for Dr. Yegge; the only related-party transaction noted involved another director’s family member employment, which ended in 2024.
No hedging by directors is permitted; no pledging by Dr. Yegge was disclosed (CEO had pledged shares; not applicable to Yegge).