Jeffrey W. Martin
About Jeffrey W. Martin
Jeffrey W. Martin serves as Chief Credit Officer (CCO) at Investar Holding Corporation/Investar Bank; he joined the Bank in April 2020 as Business Banking Director and assumed the CCO role in October 2021. He is age 59 in the latest proxy and has over 30 years of banking experience, including senior roles in credit risk management, special assets, business development strategy, and commercial banking; prior roles include two years as a Commercial Banking Executive and five years as a Business Banking Executive at Regions Bank . Company-level performance context during his tenure includes Net Income of $35.7M (2022), $16.7M (2023), and $20.3M (2024), with cumulative TSR values of 135.71 (2021–2022 base=100), 96.87 (2023), and 128.37 (2024), informing pay-versus-performance alignment used by the compensation committee .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investar Bank | Business Banking Director | Apr 2020–Oct 2021 | Led business banking, contributing to credit risk and commercial growth foundations |
| Investar Holding Corporation/Investar Bank | Chief Credit Officer | Oct 2021–present | Oversees credit quality and risk management across the loan portfolio |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regions Bank | Commercial Banking Executive | 2 years | Senior role in commercial banking execution and portfolio management |
| Regions Bank | Business Banking Executive | 5 years | Led business banking initiatives and strategy development |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 179,857 | 12,435 | 2022 base set at $182,011 effective Apr 16, 2022 (proxy disclosure); summary comp reflects paid salary for 2022 |
Performance Compensation
Annual Incentive Plan (AIP) – 2022
| Component | Target Opportunity ($) | Maximum Opportunity ($) | Award Earned ($) | AIP Total (% of Target) | Key Metrics |
|---|---|---|---|---|---|
| 2022 AIP | 26,667 | 40,000 | 25,256 | 95% | Quarterly: Bank Net Income (65% weight for non-CEO NEOs); Annual: core metrics (EPS, ROAA, Efficiency Ratio, Delinquencies) |
2022 Quarterly component used Bank Net Income as primary metric (65% for non-CEO NEOs) with targets set from budget; Annual component measured core EPS, ROAA, efficiency, and delinquencies; Martin’s total AIP payout was 95% of target for 2022 .
Long-Term Incentive (LTI) – 2022 Grants
| Grant Year | Vehicle | Shares Granted (#) | Target Value ($) | Allocation | Vesting |
|---|---|---|---|---|---|
| 2022 | RSUs | 2,642 | 50,000 | 100% RSUs (no options) | 20% per year over 5 years (Apr 1, 2023–2027) |
RSU Vesting Schedule – As of Dec 31, 2022
| RSU Tranche | Shares (#) | Vesting Dates |
|---|---|---|
| Time-based RSUs | 875 | One-third each on May 1, 2023; May 1, 2024; May 1, 2025 |
| Time-based RSUs | 579 | One-fourth each on Apr 1, 2023; Apr 1, 2024; Apr 1, 2025; Apr 1, 2026 |
| LTI RSUs (2022 grant) | 2,642 | One-fifth each on Apr 1, 2023; Apr 1, 2024; Apr 1, 2025; Apr 1, 2026; Apr 1, 2027 |
Equity Ownership & Alignment
| As of Date | Total Beneficial Ownership (Shares) | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| Mar 20, 2023 | 9,200 | ~0.093% (9,200 / 9,900,648) | Includes 4,096 unvested RSUs and 2,625 shares via 401(k) |
- Stock ownership guidelines: Other executive officers must hold stock equal to 2x annual base salary; compliance horizon is April 1, 2024 or five years from becoming subject to the guidelines .
- Anti-hedging: Executives are prohibited from hedging Company securities; no dividend equivalents on unvested RSUs .
- Pledging: Ownership tables/footnotes disclose pledging for certain insiders (e.g., CEO), but no pledging footnote is indicated for Martin in the 2023 ownership table .
Employment Terms
- No individual employment agreement, severance, or change-in-control cash terms are disclosed for Martin in the proxies reviewed; RSUs adhere to double-trigger vesting on change in control (accelerate only upon qualifying termination within 24 months of change in control) .
Performance & Context Tables
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($ thousands) | 35,709 | 16,678 | 20,252 |
| Value of Initial $100 Investment (TSR) | 135.71 | 96.87 | 128.37 |
Governance and Compensation Program Features
- Clawback policies expanded in Q4 2023 to comply with SEC/Nasdaq rules; applies to cash and equity .
- Executive compensation designed around pay-for-performance, with independent consultant (Blanchard) providing benchmarking; peer groups include 16 banks (2022 analysis) and 15 banks (2023/2024 updates) .
- Say-on-pay support: 69% (2022), 68% (2023); Company engaged with shareholders and modified disclosures and LTI formulaic design for 2024 .
Compensation Structure Analysis
- Mix and trends: For 2022 (as NEO), Martin’s compensation emphasized salary plus formulaic AIP and time-based RSU LTI; no options, which reduces leverage but enhances retention via 5-year RSU vesting cadence .
- Program safeguards: Double-trigger change-in-control treatment for RSUs; anti-hedging; no tax gross-ups; clawback policy .
- Metrics rigor: AIP tied to Bank Net Income and core metrics; LTI values determined with reference to core performance and peer benchmarking (for executives) .
Investment Implications
- Alignment and retention: Significant unvested RSUs with multi-year vesting create retention hooks and align incentives to credit quality and profitability; absence of option grants for Martin reduces immediate selling pressure vs. executives with near-term expiring options .
- Insider selling pressure: No Form 4 trading data for Martin was identified in reviewed filings; RSU vesting dates are known and can create periodic tax-related sales, but hedging is prohibited and double-trigger applies on CIC, limiting forced acceleration .
- Pay-for-performance posture: AIP and LTI design link payouts to core profitability, efficiency, and credit metrics—appropriate for a CCO; shareholder feedback led to enhanced disclosure and more objective LTI formulas for 2024, supporting long-term alignment .
- Red flags to monitor: Company-level say-on-pay support was modest (68% in 2023), and CEO pledging was disclosed; no pledging for Martin noted. Continued tracking of credit performance metrics vs. incentive outcomes is key for evaluating execution risk in the loan portfolio .