William H. Hidalgo, Sr.
About William H. Hidalgo, Sr.
William H. Hidalgo, Sr., 85, is an independent director and current Chairman of the Board of Investar Holding Corporation (ISTR). He has served on the board since 2013. He is the owner and managing member of Halimar Shipyard, LLC and an active marine consulting engineer; previously he served as President and CEO of publicly traded Conrad Industries, Inc. (1994–2001). His background brings public-company leadership, borrower/operator perspective, and industry operating expertise to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conrad Industries, Inc. | President & CEO (public company) | May 1994 – Oct 2001 | Led a publicly traded marine vessel/offshore components company; adds public-company management expertise to ISTR’s board deliberations. |
| Investar Holding Corporation | Director; Chairman of the Board | Director since 2013; Chair (current) | Separate Chair/CEO model enhances oversight; as Chair, reviews committee risk oversight and supports board effectiveness. |
External Roles
| Organization | Role | Location | Notes |
|---|---|---|---|
| Halimar Shipyard, LLC | Owner & Managing Member | Morgan City, LA | Private shipyard management company. |
| — | Marine consulting engineer (active) | — | Ongoing consulting; provides technical/operational perspective. |
Board Governance
- Structure and independence
- Separate Chairman (Hidalgo) and CEO roles; 10 of 11 nominees independent; all key committees fully independent.
- Board size: 11 directors (post-resignation of one director in Jan 2025).
- Committee assignments (current)
- Executive Committee: Member (Chair of the Executive Committee is the CEO).
- Not listed on Audit, Compensation, Nominating & Governance, or Bank Compliance Committees.
- Risk oversight and engagement
- As Chairman, Hidalgo reviews whether committees are addressing risk oversight duties; the board and committees meet regularly with management, internal audit, and external audit on risk and controls.
- Attendance
- Board met 12 times in 2024; all directors attended at least 75% of board and committee meetings during their service periods; independent directors held two executive sessions in 2024.
- Lead independent director
- Not specified; board uses separate Chair/CEO model rather than a designated LID.
Fixed Compensation
| Year | Form | Amount/Policy | Vesting/Timing |
|---|---|---|---|
| 2024 | Non-employee director equity (RSUs only; no cash fees) | Hidalgo stock award grant-date fair value: $33,994 | 50% on 1/17/2025; 50% on 1/1/2026. |
| 2024 program targets | Target grant values by role | Chairman of the Board or Bank: $34,000; Committee Chairs: $32,000; Other directors: $30,000 | RSUs vest in two equal annual installments. |
Additional features
- No meeting attendance fees for directors; compensation delivered in equity RSUs only.
- Director and executive ownership guidelines in place. For non-employee directors: $200,000 ownership requirement (5-year phase-in from becoming subject or by 4/1/2024, whichever later).
Performance Compensation
- Non-employee director compensation is time-based (RSUs) and does not include performance-conditioned equity or options; no performance metrics disclosed for directors. RSUs vest 50% per year over two years.
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Prior public company leadership | Conrad Industries, Inc. | President & CEO | Publicly traded marine/offshore manufacturer (1994–2001). |
| Current public company boards | — | — | None disclosed in 2025 proxy. |
Expertise & Qualifications
- Public-company CEO experience; owner/operator perspective as borrower/customer; marine engineering/operations background; governance experience as ISTR Chairman.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 76,312 shares | Includes 19,571 shares in William H. Hidalgo Trust and 4,566 shares in spouse’s name. |
| Percent of class | <1% | Based on 9,820,633 shares outstanding as of 3/24/2025; table denotes <1%. |
| Unvested RSUs (12/31/2024) | 2,829 units | Director equity awards outstanding year-end. |
| Ownership guideline | $200,000 | Company guideline for non-employee directors. |
| Approx. value of common shares (12/31/2024) | ≈$1.68 million | 76,312 shares × $21.96 closing price on 12/31/2024; materially above guideline. |
Related-Party Transactions (Conflicts)
- The Bank employed Hidalgo’s daughter (Baton Rouge Regional President); total compensation approx. $86,000 (2024) and $490,000 (2023); she resigned effective March 18, 2024. Company states compensation consistent with similarly situated employees; related-party transactions are reviewed under formal policies (Sections 23A/23B, Reg O, Nasdaq 5630) and audit committee oversight.
- Ordinary-course banking relationships with directors, officers, and affiliates conducted on market terms and not involving abnormal risks.
Director Compensation Program Notes
| Feature | Practice | Governance Note |
|---|---|---|
| Mix | Equity-only (RSUs); no cash fees | Enhances alignment; simpler, but time-based RSUs lack performance linkage. |
| Vesting | Two-year, 50% per year | Shorter vesting horizon than executive LTI. |
| Ownership alignment | Director ownership guideline ($200k) | Promotes skin-in-the-game; anti-hedging policy in place. |
Say-on-Pay & Shareholder Feedback (Company-level signal)
- 2024 Say-on-Pay: “More than 90%” support; committee cites shareholder outreach and best-practice updates (e.g., LTIP redesign with clearer performance elements).
Compensation Committee (Company-level governance context)
- Committee fully independent; uses Blanchard Consulting Group; assessed consultant independence; peer benchmarking with 15 banks.
Risk Indicators & Controls (Company-level policies relevant to board oversight)
- Clawback policy updated to align with SEC/Nasdaq rules; anti-hedging policy prohibits hedging for directors and employees; no shareholder rights plan (poison pill).
Governance Assessment
Strengths
- Independent Chairman with separate CEO role; all core board committees fully independent; strong independence posture (10/11 independent directors).
- Clear committee structure and charters; Chairman oversight of committee risk coverage; regular committee-to-board reporting.
- Equity-only director pay and ownership guidelines enhance alignment; anti-hedging and clawback policies support investor-friendly governance.
- High Say-on-Pay support (>90%) indicates broad investor acceptance of compensation governance.
Potential risks/RED FLAGS to monitor
- Related-party exposure: prior employment of director’s immediate family member (resigned March 2024); while reviewed under policy and described as market-consistent, such ties merit continued oversight.
- Time-based RSUs for directors (no performance conditions) reduce pay-for-performance sensitivity at the board level; consider whether longer vesting/holding periods or performance-based elements are appropriate.
- Advanced director age (85) underscores need for ongoing board refreshment and succession planning to sustain board effectiveness over time.
This analysis is based on Investar’s 2025 DEF 14A (filed April 8, 2025). Citations: