Derek McGee
About Derek McGee
Derek McGee is Senior Executive Officer & Chief Legal Counsel at Origin Bancorp, Inc. (OBK), age 44, having joined in January 2022 after a career advising financial institutions on corporate, securities, M&A, and regulatory matters at Fenimore Kay Harrison LLP and Hunton Andrews Kurth LLP. He holds a B.B.A. in Finance (Baylor University) and a J.D. (SMU), and is admitted to the Texas Bar; his role includes oversight of all legal matters and key strategic initiatives, with notable 2024 execution on $10B readiness, MSR sale legal work, and investor-related agreements. Company-level performance context for 2024: ROAA was 0.77% (down 8.33% vs 2023), ROAE 6.92% (down 17.4% vs 2023), with NIM-FTE stable at 3.22% and book value per share up 7.0%; provision expense fell 55.5% YoY, while nonperforming loans and net charge-offs rose modestly, informing incentive outcomes and risk focus. McGee’s 2024 individual scorecard achieved 130% of target, reflecting execution across regulatory readiness (FRB reporting, Federal Register monitoring) and legal workstreams tied to strategic priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fenimore Kay Harrison LLP | Partner (Financial Institutions) | 2010–2021 | Led corporate, securities, and regulatory representation for banks; extensive M&A and securities offering execution |
| Hunton Andrews Kurth LLP (formerly Hunton & Williams LLP) | Attorney, Financial Institutions Group | Not disclosed | Advised on SEC reporting and compliance; supported complex transactions for financial institutions |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Bankers Association of Texas (IBAT) | Past Board Member; Past Vice Chair, Associate Member Advisory Council | Not disclosed | Industry engagement and policy insight; network building in Texas banking |
| IBAT Leadership Division | Past Board Member | Not disclosed | Leadership development and industry advocacy |
| First Tee of Greater Austin | Past Board Member | Not disclosed | Community engagement and nonprofit governance |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 458,542 | 475,000 | 475,000 |
| Sign-on Bonus ($) | 50,000 | — | — |
| Target STIP (% of Base) | Threshold 25%; Target 50%; Max 75% | Threshold 25%; Target 50%; Max 75% | Threshold 25%; Target 50%; Max 75% |
| Actual STIP Payout ($) | 294,340 | 220,682 | 252,938 |
| Perquisites & Other ($) | 35,798 | 36,146 | 37,702 (Auto allowance $12,000; 401(k) $10,350; Country club $15,352) |
Performance Compensation
2024 Short-Term Incentive (STIP) – Financial Metrics
| Metric | Weighting | Target | Actual | % of Target Earned |
|---|---|---|---|---|
| Normalized PTPP ROAA | 30% | 1.16% | 1.16% | 100.0% |
| Normalized Net Income | 25% | $76.9mm | $76.9mm | 100.0% |
| NPA Ratio (NPLs+Repossessed / LHFI+Repossessed) | 10% | 1.00% | 1.04% | 90.0% |
| Net Charge-offs / Avg LHFI | 10% | 0.25% | 0.25% | 100.0% |
| Financial Portion Achievement | 75% total | — | — | 98.7% |
2024 STIP – Individual Scorecard
| Executive | Scorecard Achievement | Combined STIP Factor | Actual Bonus ($) |
|---|---|---|---|
| Derek McGee (CLC) | 130.0% of target (weighted 32.5%) | Financial 98.7% + Scorecard 130.0% → Combined 106.5% | 252,938 |
Key 2024 accomplishments (Scorecard): regulatory readiness for $10B thresholds (85% of high-priority gaps addressed; FRB reporting ownership and attestation), legal leadership on MSR sale, investor rights agreement negotiations, and equity purchase agreements for Argent Financial; legal vendor optimization for expense savings .
Long-Term Incentive (LTI) Design and Grants
| Element | Metric(s) | Payout Range | Vesting | 2024 Target Value | 2024 Granted Units |
|---|---|---|---|---|---|
| PSUs (50% of LTI) | 3-year ROAA & ROAE, equally weighted; 85–115% of target scale | 50%–150% of target | Cliff vest FY2026 measurement; settle Feb 20, 2027 | $118,750 | Threshold 1,798; Target 3,596; Max 5,394 |
| RSUs (50% of LTI) | Time-based | — | 33.3% annually; final May 20, 2027 | $118,750 | 3,596 stock units |
PSU historical outcome (2012 grant cohort measured through FY2024): ROAA 1.05% → 57.13% payout; ROAE 10.63% → 70.67%; Derek’s actual payout 1,604 shares for the 2022 PSUs .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 15,489 common shares; less than 1% of class based on 31,243,906 shares outstanding (Feb 21, 2025) |
| Outstanding Unvested/Unearned Awards at 12/31/2024 | RSUs: 6,702 shares (20% annual vesting to Feb 18, 2027) ; PSUs/RSUs shown as unearned units: 837, 1,604 (2022 PSUs per final outcome) , 1,997 & 1,497 (2023 PSU cohorts) , 3,596 (2024 time-based RSUs as shown), 5,394 (2024 PSUs at max scale for disclosure) |
| Option Awards | None outstanding |
| Stock Ownership Guidelines | Senior Executive Officers: 2x base salary; all executives and directors in compliance at 12/31/2024 |
| Hedging & Pledging Policy | Hedging prohibited; pledging discouraged and requires prior approval; margin accounts prohibited |
2024 vested stock: 4,068 shares; value realized $123,789 (pre-tax) .
Employment Terms
| Term | Provision | Estimated Value/Notes |
|---|---|---|
| Employment Start & Tenure | Joined OBK January 2022; Senior Executive Officer & Chief Legal Counsel | |
| CIC Severance | Double-trigger: if terminated without Cause or for Good Reason within 2 years post-CIC → cash severance equal to 2x current base salary + 2x average STIP bonus for last 3 years | |
| Equity Acceleration | RSUs: 100% acceleration upon death, disability, CIC (if not assumed/substituted) or qualified retirement; PSUs: pro-rata based on elapsed performance period for death/disability/termination w/o cause/retirement; upon CIC if not assumed or within 12 months post-CIC termination w/o cause → 100% of target PSUs vest | |
| Potential Payments (12/31/2024 basis) | CIC total $2,243,282; components include RSU/PSU acceleration ($740,203 at $33.29/share), STIP proration not applicable for CIC, PTO payout $41,106; Company-provided life insurance is separate (2x salary capped at $500,000) | |
| Life Insurance Benefit | Company-paid: 2x salary up to $500,000 (death) | |
| STIP Proration | Death, disability or retirement → prorated STIP based on actual performance (illustrative: $252,938 for 2024) | |
| Clawback | Mandatory recovery of incentive compensation upon “Big R” or “little r” restatements; recovery regardless of fault; no indemnification | |
| Deferred Compensation | Nonqualified Deferred Compensation Plan permits salary/bonus deferrals; equity deferral program suspended effective 1/1/2025; no Company discretionary contributions currently | |
| Pension/SERP | No SERP or ESIA for McGee (SERP and ESIA limited to certain executives) |
Compensation Structure Analysis
- Mix and at-risk: For NEOs, ~48% of total targeted comp is performance-based or at-risk (STIP + equity), with McGee’s 2024 LTI split equally between PSUs and RSUs; options are not used, reducing leverage and repricing risk .
- Metrics alignment: STIP focused on profitability and credit quality (PTPP ROAA, normalized net income, NPA ratio, NCO ratio), with Committee discretion to normalize for unusual items; PSUs align to 3-year ROAA/ROAE, balancing return and capital efficiency .
- Governance safeguards: No excise tax gross-ups; no option repricing without shareholder approval; hedging banned; pledging discouraged with approval; minimum vesting periods (generally ≥3 years) and clawback policy adopted under SEC/NYSE rules .
Say-on-Pay & Peer Benchmarking
- 2024 say-on-pay support was 98.0%, indicating strong shareholder endorsement of the program; Committee maintained design consistency for 2024/2025 .
- Peer group: 20 regional banks (median assets ~$12.2B) used for benchmarking and design calibration; Meridian Compensation Partners served as independent advisor .
Investment Implications
- Retention risk low near-term: Double-trigger CIC economics (~$2.24M estimate at 12/31/24) and multi-year RSU/PSU vesting through 2027 support continuity; no SERP/ESIA reduces legacy lock-in but ownership guidelines and clawbacks increase alignment and discipline .
- Selling pressure windows: Scheduled RSU vesting annually (e.g., 2024 grants vest 33.3% through 2027; 2022 RSUs 20% through 2027) and PSU settlements (2025/2026/2027 cohorts) create predictable vest events; hedging is prohibited, and any pledging would require prior approval, mitigating forced-selling risks from derivatives or margin .
- Pay-for-performance linkage: STIP and PSU metrics directly tied to profitability/returns and credit quality—watch subsequent-year changes in NPA/NCO trend, ROAA/ROAE trajectory, and normalization adjustments; McGee’s legal execution on regulatory readiness and strategic transactions was rewarded (130% scorecard), signaling emphasis on risk oversight and capital optimization .
- Ownership alignment: Beneficial ownership <1% is typical for counsel; compliance with ownership guidelines and continued RSU accumulation provide ongoing alignment; no option overhang reduces dilution risk .
Overall, McGee’s package emphasizes sustained execution on regulatory, risk, and strategic legal initiatives, with measured upside via PSUs tied to multi-year ROAA/ROAE, and robust governance guardrails reducing misalignment risk .