Linda M. Crochet
About Linda M. Crochet
Executive Vice President and Chief Operations Officer (COO) of Investar Holding Corporation. Age 62; joined Investar Bank in January 2019 as Greater Baton Rouge Loan Portfolio President and became COO in October 2021. Prior roles include Senior Director of Credit Process & Technology at Capital One Bank (2005–2018) and 21 years at Hibernia National Bank across credit underwriting, credit policy, lending, and investor relations . Company performance context: pay-versus-performance shows alignment of executive compensation with TSR and net income; TSR recovered in 2024 and net income increased year over year .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR) | 119.36 | 85.20 | 128.37 |
| Net Income ($USD thousands) | $35,709 | $16,678 | $20,252 |
| Revenues ($USD) | $16,966,000* | $6,538,000* | $13,083,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One Bank | Senior Director, Credit Process & Technology | 2005–2018 | Led credit process and technology within Credit Risk Management; supports scalable underwriting and credit quality |
| Hibernia National Bank | Various roles (credit underwriting, credit policy, lending, investor relations) | 21 years (pre-2005) | End-to-end credit lifecycle, policy formation, and stakeholder communications |
| Investar Bank | Greater Baton Rouge Loan Portfolio President | Jan 2019–Oct 2021 | Oversaw portfolio performance; foundation for COO role |
External Roles
No external public-company board roles disclosed in the executive officer biographies section of the 2025 proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (rate, effective April 19) | $210,600 | $227,000 |
| Salary Paid (Summary Comp Table) | $205,800 | $221,961 |
| All Other Compensation (breakdown) | $11,524 | $12,383 |
| - Insurance Premiums | $— | $2,184 |
| - Auto Allowance | $— | $— |
| - Membership Dues | $— | $— |
| - 401(k) Match | $— | $10,199 |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2024 Outcomes
Target bonus opportunity is 17% of 2024 base salary (maximum ~150% of target) .
| AIP Component | Target ($) | Maximum ($) | Target Achieved (% of Target) | Award Earned ($) |
|---|---|---|---|---|
| Quarterly (75% of Award) | $28,750 | $43,125 | 111% | $31,935 |
| Annual (25% of Award) | $10,000 | $15,000 | 110% | $11,044 |
| Total | $38,750 | $58,125 | 111% | $42,979 |
AIP performance metrics and 2024 actuals (company-wide metrics for NEO program):
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Core Net Income (Quarterly Component) | 75% | $12,667k | $16,889k | $21,111k | $18,746k | 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% |
| Weighted Annual Component Total | — | — | — | — | — | 110% |
Notes: Core net income is a non-GAAP measure defined in the proxy .
Long-Term Incentive (LTI) Awards – 2024 Grant Determination
LTI awards based on formulaic prior-year (2023) metrics; vest 20% annually over five years; granted in early April; Crochet allocation 100% RSUs (no options) .
| 2023 Metric (for 2024 LTI) | Weight | Threshold | Target | Maximum | 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 Award for Crochet:
- Total LTI Award Value: $80,655 (38% of base salary); vehicles: RSUs 4,933 shares; no options .
- Footnote explains methodology: approx 85% of midpoint of her LTI target range (midpoint = 45% of base salary) → ~38% actual award based on 85% performance .
| Executive | Total LTI Award Value | % of Base Salary | Stock Options (count) | RSUs (count) |
|---|---|---|---|---|
| Linda M. Crochet | $80,655 | 38% | — | 4,933 |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CEO 5x salary; CFO 3x; other executives 2x; compliance deadline April 1, 2024 or five years after becoming subject .
- Anti-Hedging policy prohibits hedging transactions in Company securities; clawback policy for incentive compensation applicable to restatements per SEC/Nasdaq rules .
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Owned | Exercisable Options/Warrants | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Linda M. Crochet | 11,654 | — | 11,654 | <1% |
Footnote: Includes 3,430 unvested RSUs that vest within 60 days .
Outstanding and Unvested Equity (as of December 31, 2024)
| Type | Unvested Units | Market Value ($) | Valuation Basis |
|---|---|---|---|
| RSUs | 13,666 | $300,105 | $21.96 close on 12/31/2024 |
| Options | — | — | — |
RSU Vesting Schedule (time-based, subject to service)
| Tranche | Shares | Vesting Dates |
|---|---|---|
| A | 450 | March 1, 2025 |
| B | 966 | Half on April 1, 2025; half on April 1, 2026 |
| C | 1,586 | One-third on April 1, 2025, 2026, 2027 |
| D | 5,731 | One-fourth on April 1, 2025, 2026, 2027, 2028 |
| E | 4,933 | One-fifth on April 1, 2025, 2026, 2027, 2028, 2029 |
Change-in-Control and Forfeiture Terms for Equity:
- Options: fully vest at change in control; remain exercisable until expiration .
- RSUs: remain subject to vesting; conditions lapse (accelerate) if terminated without cause or for good reason within 24 months post-change in control (double trigger) .
- Forfeiture: options and restricted awards subject to forfeiture upon termination for cause or voluntary separation (other than death, disability, retirement); extended exercise for certain separations .
Employment Terms
- Executive officer appointment is annual; Linda M. Crochet serves at board discretion .
- Company-wide policies: clawback policy (cash and equity) ; anti-hedging ; stock ownership guidelines .
- Compensation oversight via independent compensation committee; use of Blanchard Consulting Group for peer benchmarking and market analysis .
Compensation & Incentives – Multi-Year Summary
| Year | Salary ($) | Stock Awards ($) | Options ($) | AIP Cash ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2023 | $205,800 | $99,995 | — | $24,129 | $11,524 | $341,448 |
| 2024 | $221,961 | $80,655 | — | $42,979 | $12,383 | $357,978 |
Compensation Peer Group (Benchmarking)
Blanchard compared NEO compensation against 15 publicly-traded banks; committee used analysis to set base salaries and incentive targets .
| Peer Companies (selected) |
|---|
| Business First Bancshares, Inc.; Capital City Bank Group, Inc.; CapStar Financial Holdings, Inc.; First Guaranty Bancshares, Inc.; Guaranty Bancshares, Inc.; Home Bancorp, Inc.; Red River Bancshares, Inc.; River Financial Corporation; SmartFinancial, Inc.; South Plains Financial, Inc.; Southern States Bancshares, Inc.; Third Coast Bancshares, Inc.; Triumph Financial, Inc.; USCB Financial Holdings, Inc.; Wilson Bank Holding Company |
Say-on-Pay: Over 90% approval at 2024 Annual Meeting; committee views as endorsement of the program .
Governance and Policies
- Compensation Committee: independent; retains Blanchard; four meetings in 2024; oversees executive and director pay and equity plan administration .
- Audit Committee: independent; nine meetings in 2024; financial reporting oversight .
- Insider Trading Policy: filed as Exhibit 19.1 to 2024 Form 10-K; prohibitions consistent with anti-hedging .
Equity Ownership & Alignment – Additional Notes
- Ownership Guidelines for executives (including Crochet): 2x annual base salary target; timing for compliance noted; individual compliance status not disclosed .
- No pledging disclosed for Crochet; pledging is noted in another executive footnote, not in Crochet’s .
- No dividends equivalents paid on unvested RSUs .
Performance & Track Record
- Compensation Actually Paid (CAP) to Non-PEO NEOs increased in 2024 alongside higher TSR and net income; CAP is not used by committee for decisions but demonstrates directional alignment .
Risk Indicators & Red Flags
- Positive: Double-trigger equity acceleration; clawback policy; anti-hedging; no tax gross-ups; measured perquisites .
- Watch: Significant RSU vesting through 2029 could create periodic sellable supply; however, no hedging and guidelines encourage retention .
Investment Implications
- Pay-for-performance alignment: AIP tied to core profitability and efficiency, with 2024 payouts above target; LTI sized via objective metrics and paid entirely in RSUs for Crochet—aligns with shareholder value creation but lowers convexity vs options .
- Retention and selling pressure: The multi-year, time-based RSU schedule through 2029 supports retention; forthcoming vest tranches (notably April each year) may add incremental tradable float; monitor Section 16 filings around these dates for execution signals .
- Alignment safeguards: Anti-hedging, clawbacks, and stock ownership guidelines reduce misalignment risk; absent pledging for Crochet is positive vs CEO footnote indicating pledged shares elsewhere in the proxy .
- Benchmarking discipline: Committee leverages independent consultant and a defined peer group; 2024 say-on-pay >90% suggests shareholder support, limiting governance overhang .