Julio A. Melara
About Julio A. Melara
Julio A. Melara, age 60, is an independent director of Investar Holding Corporation (ISTR) since 2023 and serves as Chair of the Audit Committee; he is designated an “audit committee financial expert.” He is President/CEO of Melara Enterprises, LLC (publisher of Greater Baton Rouge Business Report and other titles) and President/CEO of StudioE; his background provides a customer perspective and financial oversight experience suitable for bank governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Melara Enterprises, LLC | President & CEO | — | Publishes regional business/industry media; brings customer perspective to board oversight |
| StudioE | President & CEO | — | Content/communications/creative studio leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Alliance of Area Business Publishers | Board member | — | Industry association governance |
| Tiger Athletic Foundation | Board member | — | Community engagement; athletics foundation oversight |
| Joe Burrow Foundation | Board member | — | Non-profit leadership and community impact |
Board Governance
- Independence: Board determined Melara is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Audit Committee (Chair; financial expert) and Nominating & Governance Committee member .
- Meeting cadence and engagement: Board met 12 times in 2024; all directors attended at least 75% of board and committee meetings; independent directors held two executive sessions. Audit Committee met nine times; Nominating & Governance Committee met three times in 2024 .
- Ownership/behavior policies: Director and executive stock ownership guidelines in place; anti-hedging policy prohibits directors/employees from hedging Company securities .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Compensation form | Non-employee directors received equity-only RSU awards; no cash meeting fees |
| Role-based target value | Committee chair target grant-date award value: $32,000 (audit chair) |
| Actual stock award (2024) | $31,992 (aggregate fair value) |
| Grant date and valuation | Granted January 17, 2024; fair value based on closing price $16.68 on grant date |
| Vesting | RSUs vest 50% on January 17, 2025 and 50% on January 1, 2026 |
| Unvested RSUs (12/31/2024) | 2,558 units |
Performance Compensation
- No performance-conditional director compensation disclosed; director RSUs vest on time-based schedules only (no cash incentives, no performance metrics tied to director pay) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None listed in Melara’s proxy biography |
| Private/non-profit boards | National Alliance of Area Business Publishers; Tiger Athletic Foundation; Joe Burrow Foundation |
| Potential competitive/customer/supplier interlocks | Not disclosed; no related-party transactions identified for Melara in proxy |
Expertise & Qualifications
- Audit committee financial expert; chairs Audit Committee overseeing financial reporting integrity, internal controls, auditor independence, and risk discussions .
- Media/business leadership: Long-standing operational leadership in publishing and communications, contributing customer and market perspectives relevant to commercial lending and brand/reputation .
- Community presence and board service across regional organizations enhances stakeholder insight and reputational guardianship .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 10,199 (includes 2,436 shares held in 401(k) plan) |
| Unvested RSUs (units) | 2,558 |
| Shares outstanding (for % calc) | 9,820,633 (as of March 24, 2025) |
| Ownership % of outstanding | ≈0.104% (10,199 ÷ 9,820,633) |
| Pledged/hedged | No pledging disclosed for Melara; hedging prohibited by policy |
| Stock ownership guidelines | Directors required to hold securities equal to $200,000; compliance timeline five years from becoming subject to guidelines |
| Indicative value of direct holdings | 10,199 × $21.96 ≈ $223,968 as of 12/31/2024, using disclosed closing price; formal compliance status not stated |
Governance Assessment
- Strengths
- Independent director serving as Audit Committee Chair and designated audit committee financial expert; robust audit oversight with nine meetings in 2024 and formal report sign-off by Melara as Chair .
- Equity-only director compensation with multi-year vesting supports alignment; meaningful personal share ownership with disclosed 401(k) holdings .
- Explicit anti-hedging policy for directors and stock ownership guidelines for directors signal alignment and discipline .
- Board independence strong (10 of 11 directors independent) and regular executive sessions enhance oversight .
- Watch items / potential red flags
- Attendance disclosure is “at least 75%,” while By-laws require minimum 80% attendance annually; individual director rates not disclosed (monitor attendance trend granularity) .
- Melara’s primary business is regional media; while no related-party transactions are disclosed, continue monitoring proxy “Certain Transactions” and committee independence disclosures for any emerging relationships with Company marketing or sponsorships .
- No public-company directorships disclosed, reducing interlock risk, but also fewer cross-board information flows; network influence mainly through non-profits .