Suzanne O. Middleton
About Suzanne O. Middleton
Independent director since 2013 (age 65) and current Chairman of Investar Bank. She has served as Chief Financial Officer of Credit One, LLC, a debt buying and collection company in Metairie, Louisiana, since April 1999, bringing extensive accounting, risk assessment, and financial management experience. The board affirms her independence under Nasdaq rules; she is not designated as an audit committee financial expert. Beneficial ownership: 36,931 ISTR shares (<1% of outstanding) as of March 24, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Credit One, LLC | Chief Financial Officer | April 1999–present | CFO experience adds accounting, strategic planning, and risk skills relevant to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Credit One, LLC | Chief Financial Officer | April 1999–present | Private company; no public company directorships disclosed |
Board Governance
- Independence: Board determined Middleton is independent under Nasdaq Rule 5605(a)(2) .
- Committee assignments (Company unless noted):
- Executive Committee: Member (not chair); 0 meetings in 2024 .
- Audit Committee: Member; audit committee met 9 times in 2024; audit financial experts are Ginn and Melara (not Middleton) .
- Compensation Committee: Member; 4 meetings in 2024 .
- Nominating & Governance: Not a member .
- Compliance Committee (Bank): Not listed .
- Board leadership: Separate Chairman (Company) and CEO; Middleton is Chairman of the Bank (subsidiary), not of the Company board .
- Attendance: Board held 12 meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors met in executive session twice; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Detail | Amount/Date | Notes |
|---|---|---|---|
| Cash retainer | None | $0 (2024) | Non-employee directors received no cash fees in 2024 |
| RSU grant (annual) | Grant-date value | $33,994 (1/17/2024) | Role-based target value for Bank Chairman: $34,000; actual stock award value reported for Middleton |
| Vesting | Director RSUs vest in two equal installments | 50% on 1/17/2025; 50% on 1/01/2026 | Applies to 1/17/2024 grant |
| Meeting fees | None | — | No meeting attendance fees |
| Committee chair fees | N/A | — | Not a committee chair at Company level |
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance metrics tied to director pay | None disclosed | Director equity is time-based RSUs; no disclosed performance-conditioned RSUs or PSUs for directors |
| Options | None disclosed | No option awards reported for non-employee directors in 2024 |
| Bonuses | None | No director cash bonuses disclosed |
| Clawback/anti-hedging | Company policies in place | Clawback policy and anti-hedging policy apply at company level; directors are covered by anti-hedging policy |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or interlocks disclosed for Middleton |
Expertise & Qualifications
- CFO of Credit One, LLC since 1999; brings accounting, management, strategic planning, risk assessment, and financial skills .
- Chairman of Investar Bank; knowledge of New Orleans market aiding geographic insights .
- Independent director; broad committee participation including audit and compensation .
- Not designated an “audit committee financial expert” (committee experts are Ginn and Melara) .
Equity Ownership
| Holder | Shares Owned | Percent of Class | Unvested RSUs | Notes |
|---|---|---|---|---|
| Suzanne O. Middleton | 36,931 | <1% | 2,829 (as of 12/31/2024) | Ownership percent reflects less than 1% of 9,820,633 shares outstanding; unvested RSUs per director table |
| Pledged/Hedged | None disclosed | — | — | Company prohibits hedging; no pledging disclosed for Middleton (CEO has pledged shares; not applicable to Middleton) |
Governance Assessment
- Strengths:
- Independence affirmed; serves on key oversight committees (Audit and Compensation), supporting board effectiveness .
- RSU-only director compensation with no cash retainers or meeting fees aligns director incentives with shareholder value creation and avoids pay complexity .
- Anti-hedging and clawback frameworks enhance alignment and risk control; declassified board and separate Chairman/CEO noted .
- Considerations:
- Not designated as an audit committee financial expert; however, audit committee includes two designated experts .
- Subsidiary Chair role (Bank) centralizes influence across holding company and bank boards; independence maintained per Nasdaq, and no related-party transactions involving Middleton are disclosed .
- Stock ownership guidelines require directors to hold $200,000 in ISTR stock; individual compliance status is not disclosed .
RED FLAGS: None disclosed for Middleton regarding related-party transactions, hedging/pledging, attendance shortfalls, or pay anomalies in the latest proxy .