John R. Campbell
About John R. Campbell
John R. Campbell (age 59) serves as Executive Vice President and Chief Financial Officer of Investar Holding Corporation and Investar Bank, having joined in January 2023; he holds a B.S. in Finance from Louisiana State University and is a licensed Certified Public Accountant . Company performance during his tenure includes net income of $20.3 million in 2024 vs. $16.7 million in 2023, and cumulative total shareholder return (TSR) values of $128.37 for 2024 and $85.20 for 2023 (value of initial $100), illustrating improved shareholder outcomes year-over-year . Campbell’s compensation is anchored in a pay-for-performance framework with formulaic annual and long-term incentive metrics emphasizing core EPS, ROAA, efficiency ratio, delinquencies, and stock-price-aligned equity awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investar Holding Corporation / Investar Bank | EVP & Chief Financial Officer | Jan 2023–present | Finance leadership for a public bank; accountability for reporting, capital, and performance-linked incentive plans . |
| Laitram LLC (global manufacturing company) | Director of Accounting & Corporate Controller | 2005–prior to Jan 2023 | Led accounting and corporate control functions at a global industrial enterprise . |
| Hibernia National Bank (predecessor to Capital One, N.A.) | Corporate treasury, accounting & financial reporting, portfolio management, lending roles | Over 10 years (pre-2005) | Broad bank finance and lending experience across critical control and revenue functions . |
| Ernst & Young LLP | Auditor | 4 years | Public company and private client audit experience, including financial services . |
External Roles
- No public company directorships or external board roles are disclosed for Campbell in ISTR’s proxy statements .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 300,000 | 324,000 (effective Apr 19, 2024) |
| Target Bonus (% of Salary) | 28% | 26% |
| AIP Cash Paid ($) | 60,324 | 92,827 |
| All Other Compensation ($) | 14,093 (auto allowance $5,500; insurance $1,702; 401(k) match $6,891) | 20,246 (auto allowance $6,000; insurance $1,888; 401(k) match $12,358) |
Notes:
- CEO/CFO stock ownership guidelines require the CFO to maintain stock valued at 3x base salary (timeline to comply is April 1, 2024 or five years from becoming subject, whichever is later) .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Metrics
| Component | Weight | Metric | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|---|
| Quarterly Component | 75% of AIP | Core Net Income | $12.667mm | $16.889mm | $21.111mm | $18.746mm | 111% |
| Annual Component | 25% of AIP | Core Diluted EPS | $1.38 | $1.72 | $2.15 | $1.89 | 132% |
| Core ROAA | 0.56% | 0.62% | 0.78% | 0.67% | 100% | ||
| Core Efficiency Ratio | 81.0% | 77.8% | 74.0% | 76.7% | 120% | ||
| Core Delinquencies | 0.75% | 0.50% | 0.40% | 0.71% | 90% |
AIP payouts (CFO – results by year):
| Item | 2023 | 2024 |
|---|---|---|
| Quarterly Component – Award Earned ($) | 50,835 | 69,818 |
| Annual Component – Award Earned ($) | 9,489 | 23,009 |
| Total AIP Paid ($) | 60,324 | 92,827 |
Target opportunity calibration:
- 2024 target opportunities set at 26% of base salary for CFO (maximum ~150% of target), designed to move total pay closer to peer-group median, supported by Blanchard market analysis .
Long-Term Incentive (LTI) – Determination and 2024 Grants
- LTI target range for CFO: 40%–80% of base salary; 2024 grants determined formulaically using 2023 performance against core EPS, ROAA, delinquencies, and individual strategic goals .
2023 performance used to set 2024 LTI (CFO metrics):
| Metric | Weight | Threshold | Target | Max | 2023 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 | 5 | 100% |
| Weighted Total | 85% |
2024 LTI Grant (effective Apr 1, 2024):
| Item | Detail |
|---|---|
| Total LTI Value | $153,201 (51% of base salary) |
| Vehicle Mix | 40% stock options; 60% RSUs |
| Options Granted | 10,145 @ $16.35 strike; expire 4/1/2034; vest 20%/yr starting 4/1/2025 |
| RSUs Granted | 5,622; vest 20%/yr each April 1, 2025–2029 |
Program design and governance:
- Time-based vesting (20% annually over five years) with grant sizes tied to prior-year performance; no dividends on unvested RSUs; double-trigger vesting upon change-of-control (CIC) (equity acceleration only on qualifying termination within 24 months post-CIC) .
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Measure | Amount |
|---|---|
| Shares Owned | 3,996 |
| Exercisable Options | 2,029 |
| Total Beneficial Ownership | 6,025 |
| Percent of Class | <1% (of 9,820,633 shares outstanding) |
Outstanding and Unvested Equity (as of Dec 31, 2024)
| Item | Detail |
|---|---|
| Unvested RSUs | 8,674 units; $190,481 market value at $21.96 close |
| Options (Unexercisable) | 10,145 options @ $16.35 strike; exp. 4/1/2034; vest 20%/yr from 4/1/2025 |
- Implied intrinsic value of options at 12/31/2024 was positive (share price $21.96 vs. $16.35 strike), indicating in-the-money status at year-end (calculation based on disclosed prices) .
Upcoming RSU Vesting Schedule (disclosed tranches)
| Grant/Tranche | Shares | Vesting Cadence |
|---|---|---|
| Legacy RSUs (remaining) | 3,052 | 25% each Mar 1, 2025–2028 |
| 2024 RSUs | 5,622 | 20% each Apr 1, 2025–2029 |
Alignment policies and practices:
- Ownership guidelines: CFO must hold stock worth 3x base salary (time to comply: April 1, 2024 or five years from becoming subject, whichever later) .
- Anti-hedging policy prohibits hedging transactions; clawback policy compliant with SEC/Nasdaq rules applies to cash and equity .
- Pledging: No pledging disclosure for Campbell; separate footnote discloses CEO D’Angelo has pledged 67,811 shares (company-level governance context) .
Employment Terms
- Employment agreement: The proxy discloses a detailed employment agreement for the CEO; no individual employment agreement for Campbell is disclosed (suggesting standard at-will employment plus plan-based benefits) .
- Change-in-control mechanics (equity): Upon a CIC, options fully vest and remain exercisable to expiration; RSUs retain vesting unless terminated without cause/for good reason within 24 months post-CIC (double-trigger acceleration) .
- Clawback: Company clawback policy covers executive incentives upon financial restatement, aligned to SEC/Nasdaq requirements .
- Other: No tax gross-ups; no single-trigger cash or RSU acceleration; no dividends on unvested RSUs .
Compensation Structure Analysis
- Cash vs. equity mix: AIP payout rose from $60k (2023) to $93k (2024) as core results exceeded targets, while LTI shifted from RSU-only (2023) to a mix including options in 2024 (40% options/60% RSUs), modestly increasing pay-at-risk and market leverage for the CFO .
- Formulaic metrics: Both AIP and LTI use objective, bank-relevant financial metrics with explicit thresholds, targets, and maximums, and disclosure of actual results and payout factors (e.g., 2024 annual component weighted to 110% payout; quarterly component 111%) .
- Ownership alignment: Multi-year vesting through 2029 and ownership guidelines (3x salary) reinforce retention and alignment; anti-hedging and clawback policies mitigate risk-taking concerns .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 35,709 | 16,678 | 20,252 |
| TSR – Value of $100 | 119.36 | 85.20 | 128.37 |
- 2024 AIP “annual component” metrics show core EPS of $1.89 (above target), ROAA of 0.67% (at target), efficiency ratio of 76.7% (better than target), and delinquencies of 0.71% (below target) .
Compensation Committee & Peer Benchmarking
- Independent compensation consultant: Blanchard Consulting Group; peer group of 15 regionally comparable banks used for market analysis and target-setting; objective was to move executive compensation toward peer medians over time .
- Say-on-pay: 2023 approval 68% (prompting program changes); 2024 approval exceeded 90% following redesign and enhanced disclosure; 2025 proposal again recommends “FOR” .
Risk Indicators & Governance
- Clawback in place (cash and equity); anti-hedging policy; double-trigger CIC terms; no tax gross-ups; perquisites reasonable and disclosed (auto allowance, insurance, and 401(k) match) .
- Section 16(a) compliance: 2023 delinquencies disclosed did not include Campbell (names listed were other insiders) .
Investment Implications
- Pay-for-performance alignment: Campbell’s incentive mix links payouts to core profitability (AIP) and multi-year value creation (LTI with options/RSUs), with robust transparency on goals and outcomes—supportive of governance quality and capital discipline .
- Retention and selling pressure: Meaningful unvested equity (8,674 RSUs and 10,145 unexercisable options as of YE 2024) with scheduled tranches in March and April each year could create periodic tax-driven sell pressure around vesting dates; however, anti-hedging and ownership guidelines temper misalignment risk .
- Benchmarking and investor support: Movement toward peer-median targets and >90% 2024 say-on-pay support indicate reduced pay-risk overhang; continued disclosure and adherence to double-trigger CIC and clawback policies should sustain investor confidence .
Note: Attempts to retrieve recent Form 4 transactions via the insider-trades skill were unsuccessful due to an external authorization error; analysis above relies on the latest DEF 14A and related company filings [skills file consulted; tool error encountered].