Rose J. Hudson
About Rose J. Hudson
Rose J. Hudson, age 60, is an independent director of Investar Holding Corporation (ISTR) and has served on the board since 2022. She is President and CEO of the Louisiana Lottery Corporation, a role she has held since 2006, bringing deep experience operating a large, highly regulated enterprise. Her civic leadership includes board roles with Mary Bird Perkins Cancer Foundation (past chair), Woman’s Hospital (immediate past chair), and Dillard University. At ISTR, she serves on the Audit Committee and chairs the Bank’s Compliance Committee; the board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana Lottery Corporation | President & CEO | 2006–present | Leads a large, highly regulated enterprise; regulatory and compliance oversight experience |
| Investar Holding Corporation | Director (Independent) | 2022–present | Audit Committee member; Compliance Committee Chair (Bank) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mary Bird Perkins Cancer Foundation | Board, Past Chair | Not disclosed | Past chair; community health leadership |
| Woman’s Hospital | Board, Immediate Past Chair | Not disclosed | Immediate past chair; healthcare governance |
| Dillard University | Board Member | Not disclosed | Higher education governance |
Board Governance
- Independence: Board deems Hudson independent under Nasdaq Rule 5605(a)(2). Ten of eleven current nominees are independent; all Audit, Compensation, Compliance, and Nominating/Governance committees are 100% independent .
- Committee assignments: Audit Committee member; Compliance Committee Chair (Bank). Audit met 9x in 2024; Compliance met 4x in 2024 .
- Attendance: Board met 12 times in 2024; all directors attended at least 75% of board and committee meetings on which they served. Independent directors held two executive sessions in 2024 .
- Leadership structure: Separate Chair and CEO roles (Chair: W.H. Hidalgo Sr.; CEO: J.J. D’Angelo) .
- Selected policies: Director and executive stock ownership guidelines; clawback policy; anti-hedging policy; no meeting attendance fees; declassified board; no shareholder rights plan .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Committee | Member | 9 | Committee fully independent; financial experts designated are Ginn and Melara (Hudson not designated as “financial expert”) |
| Compliance Committee (Bank) | Chair | 4 | Oversees regulatory compliance and ethics programs; fully independent |
Fixed Compensation
| Element | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $0 | Non-employee directors received no cash fees in 2024 |
| Meeting fees | $0 | No meeting attendance fees for directors |
| Committee chair cash fees | $0 | Compensation delivered via equity, not cash; see RSU program below |
Performance Compensation
Directors are compensated in time-vested RSUs; there are no performance-vested metrics for directors.
| Item | Detail | Notes |
|---|---|---|
| 2024 grant date | Jan 17, 2024 | Company used role-based target grant values: Board/Bank Chair $34,000; Committee Chairs $32,000; Other members $30,000 |
| Hudson 2024 equity | $31,992 RSU fair value | Reflected in Director Compensation Table |
| Vesting | 50% on Jan 17, 2025; remaining 50% on Jan 1, 2026 | Two-year vesting period in one-half increments |
| Valuation basis | $16.68 close on Jan 17, 2024 | Used for grant-date fair value per ASC 718 |
| Performance metrics | None | Director RSUs are time-based (no KPIs/TSR metrics) |
Other Directorships & Interlocks
| Company Type | Organization | Role | Public Company? | Interlock/Conflict Notes |
|---|---|---|---|---|
| Non-profit | Mary Bird Perkins Cancer Foundation | Past Chair | No | None disclosed as related-party with ISTR |
| Non-profit | Woman’s Hospital | Immediate Past Chair | No | None disclosed as related-party with ISTR |
| University | Dillard University | Board Member | No | None disclosed as related-party with ISTR |
- No other public company directorships are disclosed for Hudson in the proxy .
Expertise & Qualifications
- Regulatory and compliance leadership: Nearly two decades leading a highly regulated state enterprise (Louisiana Lottery), directly relevant to chairing ISTR’s Bank Compliance Committee .
- Governance and community health: Past and immediate past chair roles at major regional health organizations; higher education board service .
- Audit oversight experience: Member of ISTR’s Audit Committee; not designated as an SEC “audit committee financial expert” (committee experts are Ginn and Melara) .
Equity Ownership
| Metric | Value | As Of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 6,682 | Mar 24, 2025 | Represents less than 1% of outstanding shares |
| Shares outstanding | 9,820,633 | Mar 24, 2025 | For percent-of-class context |
| Unvested director RSUs | 2,663 | Dec 31, 2024 | Unvested as of year-end for Hudson |
| Stock ownership guidelines (directors) | $200,000 | Policy | Directors required to hold stock equal to $200,000; guideline compliance window is until April 1, 2024 or five years from becoming subject (whichever is later). Individual compliance status for Hudson not disclosed . |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure for Hudson | Policy | Company anti-hedging policy applies; no pledging disclosure specific to Hudson in proxy |
Governance Assessment
-
Strengths
- Independent director with deep regulatory/compliance credentials aligned to her role as Bank Compliance Committee Chair, a critical oversight function for a regulated bank .
- Strong committee structure and independence (100% independent key committees); separate Chair/CEO; clawback and anti-hedging policies bolster shareholder-aligned governance .
- Director pay entirely in equity RSUs (no cash), vesting over two years; alignment with shareholders without performance metric manipulation risk at the board level .
-
Watch items
- No per-director attendance percentages disclosed; company states only that all directors met at least 75%. Monitoring future proxies for any individual attendance variance is prudent .
- Audit Committee “financial expert” designation does not include Hudson; continued reliance on the committee’s designated experts (Ginn, Melara) is important for financial reporting oversight .
- Related-party transactions: none disclosed involving Hudson; continue to monitor for any Louisiana Lottery- or nonprofit-related relationships, though none are indicated in the current proxy .
-
Shareholder sentiment signal
- Say-on-pay support exceeded 90% at the 2024 annual meeting, suggesting broad investor comfort with ISTR’s compensation governance framework (though this pertains to executives, it reflects overall governance credibility) .