John J. D’Angelo
About John J. D’Angelo
John J. D’Angelo, 65, is President and Chief Executive Officer of Investar Holding Corporation (since 2013) and President and CEO of Investar Bank (since 2006); he has served as a director since 2013 . 2024 pay-versus-performance shows TSR of $128.37 on a $100 base and net income of $20.3M, up from 2023 ($85.20 TSR; $16.7M net income) . Say‑on‑pay support exceeded 90% at the 2024 annual meeting, signaling broad shareholder backing of pay design . Governance mitigants include an independent Chair and fully independent key committees, while D’Angelo chairs the Board’s Executive Committee .
Revenues (FY, USD)*
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $16,966,000* | $6,538,000* | $13,083,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investar Holding Corporation | President & CEO | Since 2013 | Founder/leader of public bank holding company; deep organizational knowledge |
| Investar Bank | President & CEO | Since 2006 | Built operating platform; long-tenured operating leadership |
| Hibernia National Bank (predecessor to Capital One, N.A.) | Manager, private banking, small business banking, construction lending, brokerage and trust (East Baton Rouge market) | >6 years prior to 2006 | Multi-line banking leadership in core market |
| Aegis Lending Corporation | President & Director | 1996–2005 | Led multi‑state lending operations (46 states + D.C.) |
External Roles
- No other public company directorships are disclosed for D’Angelo in the 2025 proxy; all Company directors also serve on the Bank’s board .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (paid) | $603,675 | $618,565; base rate increased to $626,000 effective 4/19/2024 |
| Perquisites and Other | $50,651 | $47,783 (auto allowance $12,000; insurance premiums $10,411; membership dues $11,353; 401(k) match $14,019) |
| Total Reported Compensation | $1,267,138 | $1,301,304 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
- Target opportunity: CEO at 48% of base salary; max ~150% of target .
- Payout split: 75% Quarterly (Core Net Income vs budget), 25% Annual component (EPS, ROAA, Efficiency Ratio, Delinquencies), each with threshold/target/maximum goals .
AIP Payouts (2024)
| Executive | Target ($) | Maximum ($) | Achieved (% of Target) | Award Earned ($) |
|---|---|---|---|---|
| John J. D’Angelo | $300,898 | $451,347 | 111% | $335,178 |
AIP Metrics and Results (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Core Net Income (Quarterly Component) | 75% | $12.667M | $16.889M | $21.111M | $18.746M | 111% |
| Core Diluted EPS (Annual Component) | 6.25% | $1.38 | $1.72 | $2.15 | $1.89 | 132% |
| Core ROAA (Annual Component) | 6.25% | 0.56% | 0.62% | 0.78% | 0.67% | 100% |
| Core Efficiency Ratio (Annual Component) | 6.25% | 81.0% | 77.8% | 74.0% | 76.7% | 120% |
| Core Delinquencies (Annual Component) | 6.25% | 0.75% | 0.50% | 0.40% | 0.71% | 90% |
- Pay design features: clawback policy compliant with SEC/Nasdaq; anti‑hedging; no tax gross‑ups; double‑trigger for CIC equity and CEO cash; no dividends on unvested RSUs; executive and director stock ownership guidelines (CEO 5x salary) .
Long-Term Incentives (LTI)
- 2024 award value: $299,778 (50% of salary); 40% options (19,852 options), 60% RSUs (11,001 units) .
- Options: strike $16.35, grant 4/1/2024, vest 20% per year over 5 years from 4/1/2025, expire 4/1/2034 .
- RSUs: vest 20% per year 2025–2029 .
- LTI determination is formulaic using prior year performance (EPS, ROAA, delinquencies, strategic goals) with ranges targeted to bring executives toward market median when warranted .
LTI Determination Metrics (for 2024 grant; based on 2023 results)
| Metric | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved |
|---|---|---|---|---|---|---|
| Core Diluted EPS | 25% | $1.86 | $2.32 | $2.78 | $1.91 | 71% |
| Core ROAA | 25% | 0.66% | 0.83% | 1.00% | 0.68% | 70% |
| Core Delinquencies | 25% | 0.75% | 0.50% | 0.40% | 0.50% | 100% |
| Strategic Goals | 25% | 1 | 5 | 10 | 4 | 92% |
| Weighted Total | 100% | — | — | — | — | 83% |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 424,904 shares (4.33% of outstanding) |
| Direct/Indirect Shares | 228,146 shares; includes 2,099 for minor children; 250 spouse; 33,673 via 401(k); plus 10,146 RSUs vesting within 60 days |
| Options | 196,758 exercisable within 60 days (aggregated) |
| Unvested RSUs (12/31/24) | 37,608 units; market value $825,872 at $21.96/share |
| Pledging | 67,811 shares pledged to First National Bankers Bank to secure a business line and a term loan |
| Hedging | Prohibited under Insider Trading Policy |
| Stock Ownership Guidelines | CEO 5x salary; compliance window to April 1, 2024 or 5 years from becoming subject |
Upcoming Vesting (from 12/31/24 schedule)
- RSUs vesting: 1,545 on Mar 1, 2025; 4,344 across Apr 1, 2025 & 2026; 7,136 across Apr 1, 2025–2027; 13,582 across Apr 1, 2025–2028; 11,001 across Apr 1, 2025–2029 .
- Options ladder includes grants expiring 2025–2034; 4/30/2015 grant expired 4/1/2025; later grants vest pro rata over 5 years and expire 2026–2034 .
Employment Terms
| Term | Summary |
|---|---|
| Employment Agreement | Effective Aug 2020; auto-renews annually unless notice ≥90 days pre‑expiry |
| Base Salary & Bonus Opportunity | ≥$510,000 base; annual incentive up to 55% of base (board discretion) per agreement (program targets set annually; see AIP) |
| Severance (No CIC) | If terminated without cause/for good reason: 2× (base + average bonus last 3 years), paid monthly over 24 months; plus medical coverage for 18 months |
| CIC Protection | Double trigger: if qualifying termination within 6 months before or 12 months after a change in control, receives severance above plus additional lump sum of (base + average bonus last 3 years) |
| Restrictive Covenants | Non‑compete, non‑solicitation, and non‑piracy 12 months post‑termination (24 months if CIC); confidentiality; non‑disparagement; release required for severance |
| SERP | Salary Continuation Agreement: $300,000 annually payable monthly for 120 months beginning at age 65; lump sum of normal retirement accrual upon qualifying CIC; forfeiture for cause/regulatory removal/Bank default; funded via BOLI and split‑dollar |
Performance & Track Record
Pay Versus Performance (select items)
| Year | TSR (Value of $100) | Net Income ($000s) |
|---|---|---|
| 2022 | $119.36 | $35,709 |
| 2023 | $85.20 | $16,678 |
| 2024 | $128.37 | $20,252 |
- Program alignment: CAP (compensation actually paid) trends were directionally aligned with TSR and net income in the Company’s disclosures .
- Say‑on‑pay: >90% approval at 2024 annual meeting .
Board Governance and Service (including dual-role implications)
- Board role: Director since 2013; Chair of Executive Committee (Board) .
- Leadership structure: Separate Chair (William H. Hidalgo, Sr.); CEO not Chair, mitigating CEO/Chair concentration risk .
- Independence: 10 of 11 nominees independent; committees (Audit, Compensation, Compliance, Nominating & Governance) are 100% independent .
- Attendance and executive sessions: Board met 12 times in 2024; all directors attended ≥75% of meetings; independent directors met in executive session twice .
- Committee chairs: Audit (Melara), Compensation (Yegge), Compliance (Hudson), Nominating & Governance (Nelson) .
Director Compensation (for non‑employee directors; CEO receives no director fees)
- Non‑employee directors received RSUs only in 2024; values: Chair $34,000; Committee Chairs $32,000; Members $30,000; vest in two annual installments (first on 1/17/2025, second on 1/1/2026) .
- Meeting fees: None; no cash retainers in 2024 .
Compensation Committee and Peer Benchmarking
- Compensation Committee: Independent; chaired by Dr. Yegge; uses independent consultant Blanchard Consulting Group .
- Peer group (15 public banks) used for market analysis and target setting; compensation intended to move toward peer median where warranted .
- Design changes: 2024 LTIP redesigned to include clear, objective performance‑based elements and enhanced disclosure, responding to shareholder feedback .
Peer Companies (abbrev. list)
- Business First Bancshares; Capital City Bank Group; CapStar Financial; First Guaranty Bancshares; Guaranty Bancshares; Home Bancorp; Red River Bancshares; River Financial Corporation; SmartFinancial; South Plains Financial; Southern States Bancshares; Third Coast Bancshares; Triumph Financial; USCB Financial; Wilson Bank Holding Company .
Risk Indicators and Red Flags
- Pledging: 67,811 shares pledged as collateral (potential alignment risk if margin/loan covenants tighten) .
- Hedging: Prohibited (positive alignment) .
- Equity/change‑in‑control: Double‑trigger acceleration for RSUs/cash; no single‑trigger (positive governance) .
- Tax gross‑ups: None (shareholder‑friendly) .
- Option ladder: Multiple tranches with annual vesting; expirations 2025–2034 may create periodic exercise/monetization decisions; 2015 grant expired 4/1/2025 .
- Related party transactions: Proxy lists related‑party items; the only highlighted transaction since 1/1/2023 pertains to compensation of the Chairman’s daughter; none are noted for D’Angelo .
Equity Award Detail (selected)
| Award Type | Grant Date | Quantity | Strike/Terms | Expiry | Vesting |
|---|---|---|---|---|---|
| Stock Options | 4/1/2024 | 19,852 | $16.35 | 4/1/2034 | 20%/yr starting 4/1/2025 |
| RSUs | 4/1/2024 | 11,001 | Time‑based | — | 20%/yr 2025–2029 |
| RSUs (aggregate unvested) | Various | 37,608 | $21.96 MV reference | — | Per schedule (see vesting table) |
Employment & Separation Economics (quick reference)
| Scenario | Cash | Equity | Benefits | Restrictive Covenants |
|---|---|---|---|---|
| Termination w/o Cause or for Good Reason (no CIC) | 2×(base + avg bonus prior 3 yrs), paid monthly over 24 months | Standard plan terms (no single‑trigger) | Medical for 18 months | Non‑compete/solicit/piracy 12 months |
| CIC + Qualifying Termination (double‑trigger) | Above plus additional lump sum of (base + avg bonus prior 3 yrs) | RSUs accelerate upon qualifying termination within 24 months post‑CIC; options fully vest on CIC | As above | Non‑compete/solicit/piracy 24 months |
Investment Implications
- Alignment and retention: AIP and LTIP tie payouts to core banking metrics (EPS, ROAA, efficiency, delinquencies) with formulaic targets and double‑trigger CIC protections; ownership guidelines and anti‑hedging further align interests .
- Potential selling pressure: Annual RSU vesting each April 1 and option ladders through 2034 may create windows of incremental insider supply; pledged 67,811 shares add potential collateral‑driven risk in adverse markets .
- Pay vs performance: CAP trends align with TSR and net income, and say‑on‑pay support (>90%) indicates low governance overhang currently .
- Governance: Separation of Chair/CEO and fully independent committees offset concerns about CEO also serving as a director; D’Angelo chairs the Executive Committee, centralizing some agenda control but within an otherwise independent framework .