Robert Chris Jordan
About Robert Chris Jordan
Robert Chris Jordan, age 71, is an independent director of Investar Holding Corporation (ISTR) and has served on the board since 2017. He is Managing Member of Vermillion Business Group (since 1989), a commercial real estate developer of projects for Fortune 500 companies as well as subdivisions and industrial parks; he resides in New Iberia, LA and is active in civic and non-profit associations in the Lafayette region. His core credentials are in commercial real estate development, a material area for Investar given the significance of CRE lending in its operations. Independence is affirmed under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vermillion Business Group | Managing Member | 1989 – Present | Extensive commercial real estate development expertise informs oversight of CRE lending risks and strategy across ISTR’s footprint. |
External Roles
| Organization/Category | Role | Tenure | Notes |
|---|---|---|---|
| Civic and non-profit associations (Lafayette region) | Member/Supporter | Not disclosed | “Involved in numerous civic and non-profit associations” in the Lafayette area. |
Board Governance
- Independence: Board determined Jordan is independent under Nasdaq Rule 5605(a)(2).
- Board and committee attendance: The board met 12 times in 2024; all directors attended at least 75% of board and committee meetings; independent directors held two executive sessions in 2024 (all directors attended the 2024 annual meeting).
- Committee assignments and roles (Company-level unless noted):
- Nominating & Governance Committee – Member; committee held 3 meetings in 2024.
- Governance practices relevant to directors:
- No meeting attendance fees for directors (equity-based director pay program).
- Stock ownership guidelines apply to directors; anti-hedging policy prohibits directors from hedging ISTR securities; clawback policy in place (company-wide policies).
- Say-on-pay context: Shareholder support >90% in 2024; 68% in 2023, with subsequent engagement and program changes.
Fixed Compensation
Non-employee directors are compensated solely in RSUs; no cash retainers or meeting fees. Annual RSU grant values vary by role and vest 50%/50% over two years.
| Year | Cash Retainer ($) | Meeting Fees ($) | Equity Grant (RSUs) – Grant-date Fair Value ($) | Unvested RSUs at YE | Vesting Schedule |
|---|---|---|---|---|---|
| 2023 | $0 | $0 | $41,583 (RSUs) | 2,459 | 50% on 1/18/2024; 50% on 1/1/2025 |
| 2024 | $0 | $0 | $31,992 (RSUs) | 2,886 | 50% on 1/17/2025; 50% on 1/1/2026 |
Notes:
- 2024 role-based targets: Chairman of the Company/Bank: $34,000; committee chairs: $32,000; other board members: $30,000 (Jordan’s grant equates to ~$32k based on grant-date pricing).
- Directors are reimbursed for reasonable expenses.
Performance Compensation
Director equity awards are time-based (not performance-based). No director-specific performance metrics are used.
| Item | Terms |
|---|---|
| Performance metrics tied to director pay | None; director RSUs vest time-based only. |
| Change-in-control terms | Double-trigger for acceleration consistent with plan (RSUs do not vest solely on CIC). |
| Dividend equivalents on RSUs | Not paid on unvested RSUs. |
| Hedging/pledging | Hedging prohibited by Insider Trading Policy; no pledging disclosed for Jordan. |
Other Directorships & Interlocks
| Category | Company/Organization | Role | Notes |
|---|---|---|---|
| Current public company boards | — | — | Not disclosed in 2025/2024 proxy bios for Jordan. |
| Prior public company boards | — | — | Not disclosed. |
| Interlocks (competitors/customers/suppliers) | — | — | None disclosed. |
Expertise & Qualifications
- Commercial real estate development (decades of experience; Managing Member of Vermillion Business Group).
- Regional market knowledge and relationships in Lafayette/New Iberia markets.
- Independent director contributing to board’s governance oversight (member, Nominating & Governance Committee).
Equity Ownership
| As of | Total Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| 3/18/2024 | 46,139 | <1% | Based on 9,781,946 shares outstanding. |
| 3/24/2025 | 52,193 | <1% | Based on 9,820,633 shares outstanding. |
| 12/31/2024 (unvested) | 2,886 RSUs | — | Director RSUs unvested at YE 2024. |
Additional alignment policies:
- Director stock ownership guideline: $200,000 (time to comply: by April 1, 2024 or five years from becoming subject). Individual compliance status not disclosed.
- Anti-hedging policy applies to directors.
- No shares pledged by Jordan disclosed; only CEO pledging is noted in footnotes.
Insider Trades and Section 16 Reporting
| Year(s) | Disclosure | Details | Status |
|---|---|---|---|
| 2021–2023 | Late filings | One sale in 2023; six purchases (aggregate 60 shares) from dividend reinvestments between Oct 2021–Jan 2023 were not timely reported. | Subsequently reported on Forms 4 in 2023 (sale) and 2024 (dividend reinvestments). |
Governance Assessment
Strengths
- Independent director with relevant CRE development expertise, aligned with a core lending area for ISTR.
- Member of the Nominating & Governance Committee, supporting board composition and governance processes; committee met three times in 2024.
- Solid alignment: non-employee director pay is 100% in equity (RSUs) with no meeting fees; stock ownership guidelines and anti-hedging policy in place.
- Meaningful share ownership (52,193 shares as of 3/24/2025).
Watch items and potential red flags
- Section 16 reporting delinquencies (late reporting of a sale and prior dividend reinvestment purchases) — administrative, but a disclosure red flag to monitor for future compliance.
- Industry overlap: As an active CRE developer, potential for related-party or conflict risk exists in principle; however, no Jordan-related transactions were disclosed (the only related-person item disclosed involved another director’s family member employment).
Shareholder sentiment context
- Say-on-pay vote improved to >90% support in 2024 following engagement and compensation disclosure enhancements (broader governance tone).