Cecil Jones

About Cecil Jones

Cecil W. Jones, age 66, is an independent director of Origin Bancorp (OBK) and a Certified Public Accountant who joined the Board on October 23, 2024; the company announced his appointment on October 28, 2024 . He is a recently retired audit partner at Whitley Penn, where he led the Financial Institutions Group for the past ten years and retired effective December 31, 2024; he holds a B.S.B.A. in Accounting from Missouri Western University and is a CPA licensed in Texas . The Board has determined he is independent under NYSE and SEC rules and that he qualifies as an “Audit Committee Financial Expert”; he currently serves on the Audit Committee and is slated to become Audit Committee Chair following the 2025 Annual Meeting .

Past Roles

External Roles

• No other public company directorships disclosed for Mr. Jones in the 2025 Proxy .

Board Governance

• Committees and roles: Audit Committee member (designated Audit Committee Financial Expert); will serve as Audit Committee Chair following the 2025 Annual Meeting .
• Independence: Board determined Mr. Jones is independent under NYSE/SEC standards (one of 10 independent directors out of 11 anticipated directors) .
• Attendance and engagement: Board met 7 times in FY2024; each director participated in at least 75% of Board/committee meetings during their service period, and all 15 then-serving directors attended the 2024 Annual Meeting .
• Audit Committee activity: Audit Committee held 8 meetings in FY2024; Jones is listed on the committee report with other members .

Fixed Compensation

• Non-employee director pay structure (FY2024):

  • Annual cash retainer: $45,000
  • Annual equity (RSA) grant: $50,000 (vests at next Annual Meeting, subject to continued service)
  • Lead Independent Director premium: $25,000
  • Committee fees (member/chair): Audit $6,000/$12,000; Compensation $4,000/$9,000; Finance $3,000/$5,000; Nominating & Corporate Governance $3,500/$6,500; Risk $3,000/$5,000 .

• Mr. Jones’ FY2024 director compensation (partial year): | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | |---|---:|---:|---:| | Cecil Jones (appointed 10/28/2024) | 12,750 | 24,812 | 37,562 |

Performance Compensation

• Equity vehicle and vesting: Annual RSA grants to non-employee directors vest at the following year’s Annual Meeting, subject to continued service; no performance metrics disclosed for director equity .
• Options: Company’s Omnibus Plan contemplates options, but the company has not recently and does not currently grant stock options .
• Clawback: Policy applies to incentive-based compensation for executive officers per SEC/NYSE rules; recovery triggered by both “Big R” and “little r” restatements (not specific to directors’ time-based RSAs) .
• Hedging/pledging: Hedging prohibited; margin accounts prohibited; pledging discouraged and requires prior approval with financial capacity demonstrated .

Other Directorships & Interlocks

• Compensation Committee interlocks: Current Compensation Committee members are Solender (Chair), Goff, and Luffey; no interlocks disclosed involving Mr. Jones .
• Related-party screening: Upon appointment, company disclosed no related-party transactions with Mr. Jones under Item 404(a) and no arrangements/understandings leading to his appointment .

Expertise & Qualifications

• CPA (Texas); B.S.B.A. in Accounting, Missouri Western University .
• 30+ years auditing financial institutions; experience includes SEC/IPO consulting and M&A; frequent industry speaker .
• Audit Committee Financial Expert designation by the Board .

Equity Ownership

• Stock ownership guidelines: Non-employee directors must hold shares equal to 5x annual cash retainer; all executives and directors were in compliance as of 12/31/2024 .
• Insider trading policy: No hedging; margin accounts prohibited; pledging discouraged and requires pre-approval .

Governance Assessment

• Strengths and alignment

  • Deep financial institutions audit expertise; designated Audit Committee Financial Expert; moving to Audit Chair role enhances board oversight of financial reporting and controls .
  • Independent director under NYSE/SEC rules; joined Audit Committee at appointment .
  • Ownership alignment: Director RSAs with one-year vesting; stock ownership guideline of 5x cash retainer; company states directors were in compliance at year-end 2024; insider open-market purchase (8,500 shares) in Nov-2025 is a positive signal of confidence .

• Potential risks/considerations

  • Rapid elevation to Audit Committee Chair within roughly half a year of joining the Board (appointed Oct-2024; chairing post-Apr-2025 Annual Meeting) — watch for continuity and onboarding effectiveness, though his technical credentials are strong .
  • No related-party transactions disclosed; company has robust related-party policy and ethics framework; continue to monitor as he transitions from prior firm (retired 12/31/2024) .

• Board/process quality markers

  • Board and committees active (Board: 7 meetings; Audit: 8 meetings in 2024) with minimum 75% participation and full Annual Meeting attendance by then-serving directors, supporting engagement .
  • Compensation Committee reviewed and increased director cash and equity compensation based on peer benchmarking in 2024, maintaining alignment with market; director pay mix includes significant equity .

Notes and References

• Appointment and service: Appointed 10/23/2024; Audit Committee member; no related-party transactions . Press release announcing appointment (10/28/2024) and retirement date from Whitley Penn .
• Biography, age, independence, Audit Expert status, Audit Chair succession: 2025 Proxy director bio and committee disclosures .
• Director compensation structure and Mr. Jones’ 2024 compensation: 2025 Proxy .
• Ownership guidelines and insider policy (hedging/pledging/margin): 2025 Proxy .
• Beneficial ownership at 2/21/2025 and unvested RS count: 2025 Proxy .
• Insider purchase 11/04/2025: Form 4 (SEC) and company IR static file; price/aggregate value from third-party summaries .