Scott G. Ginn
About Scott G. Ginn
Scott G. Ginn (age 56) is an independent director of Investar Holding Corporation, appointed September 18, 2024. He is the Chief Operating Officer and Chief Financial Officer of Amedisys, Inc., having served as CFO since 2017 and COO since 2022; prior roles included Senior Vice President of Accounting and Controller and Chief Accounting Officer. He is a Certified Public Accountant, a graduate of Louisiana State University, and was named 2022 Best CFO in Institutional Investor’s All-America Executive Team Midcap Survey (Managed Care and Health Care Facilities). He qualifies as an audit committee financial expert on ISTR’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amedisys, Inc. | CFO; COO | CFO since 2017; COO since 2022 | Led finance and operations for a public provider of home health and hospice; recognized for CFO excellence . |
| Amedisys, Inc. | SVP Accounting & Controller; Chief Accounting Officer | Pre-2017 (prior to CFO) | Built and led accounting function; public company experience relevant for audit oversight . |
| Postlethwaite & Netterville | Director | Prior to joining Amedisys | Professional accounting and business advisory experience; CPA credential . |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Amedisys, Inc. | Chief Operating Officer; Chief Financial Officer | Public | Baton Rouge-based; healthcare provider; industry recognition for CFO performance . |
Board Governance
- Independence: Board determined Ginn is independent under Nasdaq Rule 5605(a)(2) .
- Appointment date and tenure: Appointed to ISTR’s board on September 18, 2024; nominated for election at the 2025 annual meeting .
- Committee assignments: Member, Audit Committee; designated audit committee financial expert .
- Committee activity: Audit Committee met 9 times in 2024; Ginn served as a member (joined Sept. 2024) .
- Board attendance: Board met 12 times in 2024; all directors attended at least 75% of board and applicable committee meetings during their service periods .
- Executive sessions: Independent directors met in executive session twice in 2024 .
- Board leadership structure: Separate Chairman (independent) and CEO roles; declassified board; no poison pill .
- Codes/policies: Clawback (updated for SEC/Nasdaq), anti-hedging (directors prohibited), stock ownership guidelines in place .
Committee Role Detail
| Committee | Role | Committee Independence | 2024 Meetings |
|---|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 100% independent; meets SEC/Nasdaq independence criteria | 9 . |
Fixed Compensation
- Directors received equity (RSUs) only in 2024; no cash retainers or meeting fees .
- RSU grant targets (Jan 17, 2024): Chair of Board $34,000; Committee Chairs $32,000; Other Directors $30,000; RSUs vest 50% on Jan 17, 2025 and 50% on Jan 1, 2026 .
- Ginn joined on Sept 18, 2024 and did not receive an RSU award upon joining .
| Director | Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Stock Award ($) | Total ($) |
|---|---|---|---|---|---|---|
| Scott G. Ginn | 2024 | 0 | 0 | 0 | — (no award upon joining) | — |
Performance Compensation
- Non-employee director compensation is time-based RSUs with two-year vesting; no performance metrics are tied to director equity awards .
- Program specifics (for context): 2024 RSU grants based on role; vesting 50% on Jan 17, 2025 and 50% on Jan 1, 2026; fair value based on stock price $16.68 at grant .
| Element | Structure | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Directors) | Role-based target grant value (Chair $34k; Committee Chair $32k; Member $30k) | 50% 1/17/2025; 50% 1/1/2026 | None; time-based only . |
Note: Ginn did not receive the January 17, 2024 director RSU grant due to his September 18, 2024 appointment .
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Transactions with ISTR |
|---|---|---|
| None disclosed | — | Proxy discloses ordinary-course banking relationships and one related person employment (not involving Ginn); no related-party transactions involving Ginn were disclosed . |
Expertise & Qualifications
- CPA; audit committee financial expert; extensive public company finance leadership .
- LSU graduate; Baton Rouge resident; sector experience in healthcare operations and finance .
- Award: 2022 Best CFO (Institutional Investor Midcap survey) .
Equity Ownership
| Holder | Shares Beneficially Owned | Options/Warrants Exercisable (≤60 days) | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Scott G. Ginn | 10,125 | 0 | 10,125 | <1% (of 9,820,633 outstanding) |
- Pledging: No pledging disclosed for Ginn; CEO pledged 67,811 shares to a bank, but no pledges noted for Ginn .
- Unvested director RSUs: None as of Dec 31, 2024 for Ginn; other directors show unvested RSUs, but Ginn had none .
- Ownership guidelines: Non-employee directors must hold $200,000 in company stock within 5 years of becoming subject; individual compliance status not disclosed .
Governance Assessment
- Alignment and independence: Ginn is independent, serves on a fully independent audit committee, and brings strong public-company finance expertise—positive for board effectiveness and financial oversight .
- Compensation structure for directors emphasizes equity-only RSUs and anti-hedging policy, supporting shareholder alignment; clawback policies are in place (positive signals) .
- Engagement and attendance: Board met 12 times (2024), independent directors held two executive sessions; all directors met ≥75% attendance during their service periods (solid engagement baseline for Ginn’s initial tenure) .
- Conflicts/related parties: Proxy discloses ordinary-course banking relationships and one related employment (not involving Ginn); no related-party transactions or family ties affecting Ginn’s independence are disclosed—no conflict red flags identified .
- Shareholder sentiment: >90% support on 2024 say‑on‑pay suggests a constructive pay/governance backdrop; while focused on executives, it signals broader investor confidence in governance processes overseeing compensation .
- RED FLAGS: None identified for Ginn. No hedging allowed; no pledging disclosed for him; no cash retainers (reduces pay-for-attendance distortions). Monitor future Form 4 filings and director RSU grants for ownership guideline progress and ongoing alignment .