Drake Mills
About Drake Mills
Drake Mills (age 64 as of March 13, 2025) is Chairman, President, and CEO of Origin Bancorp, Inc.; Director since 2012; President since 1998; CEO since 2008; and CEO of Origin Bank since 2003. He holds a B.S. in Finance (Louisiana Tech) and graduated from the Graduate School of Banking of the South; he rose through roles including CFO, President & COO (1996), and commercial lender, leading significant asset growth primarily organically . Five-year TSR through 2024 was -4.77% (OBK $95.23 vs peer $125.60 from a $100 base), 2024 net income was $76.5m with ROAA 0.77% and ROAE 6.92%; compensation “actually paid” to the CEO in 2024 was $2.21m, reflecting alignment with ROAA as the company-selected PVP metric .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Origin Bancorp, Inc. | President | 1998–present | Led execution of strategic plan; drove significant asset growth, primarily organic |
| Origin Bancorp, Inc. | Chief Executive Officer | 2008–present | Oversight of executive team and strategy; nexus between management and Board as combined Chair/CEO |
| Origin Bank | Chief Executive Officer | 2003–present | Operational leadership of the bank |
| Origin Bank | President & Chief Operating Officer | 1996–1998 | Organizational operations and growth groundwork |
| Origin Bank (earlier roles) | CFO; commercial lender; branch roles | Various | Built multi-decade institutional knowledge across finance and lending |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Federal Reserve Bank of Dallas CDIA Council | Member; Council President (Federal Reserve System CDIA Council) | 2011–2014; President for 2013 | Provided community bank insights to regional and national Fed; external visibility |
| Louisiana Bankers Association | Chairman (past) | n/a | Industry leadership and policy influence |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 835,800 | 835,800 | 835,800 |
| Base salary (disclosure of no change YoY) | — | — | No change vs 2023 |
| All other compensation ($) | 58,694 | 60,649 | 63,093 |
| Total compensation ($) | 10,218,272 | 1,722,491 | 2,544,663 |
Notes:
- 2022 total includes a special CEO One-Time Award (see Performance Compensation) .
Performance Compensation
Annual Cash Incentive (STIP)
- Target opportunity: 80% of salary (threshold 40%, max 120%); 2024 payout $637,883 with 95.4% combined factor (financial 98.7%, scorecard 85.6%) .
- 2024 financial metrics (75% weight): Normalized PTPP ROAA, Normalized Net Income, NPA Ratio, NCO Ratio; scorecard (25%) tied to strategic objectives; subject to clawback .
| Financial metric | Weight % | Threshold | Target | Max | 2024 Actual | % of Target Earned |
|---|---|---|---|---|---|---|
| Normalized PTPP ROAA | 30.0 | 0.93% | 1.16% | 1.39% | 1.16% | 100.0 |
| Normalized Net Income | 25.0 | $61.6m | $76.9m | $92.3m | $76.9m | 100.0 |
| NPA Ratio | 10.0 | 1.20% | 1.00% | 0.80% | 1.04% | 90.0 |
| NCO Ratio | 10.0 | 0.30% | 0.25% | 0.20% | 0.25% | 100.0 |
| Financial achievement subtotal | 75.0 | — | — | — | — | 98.7 |
| STIP 2024 Outcome | Financial Factor (75%) % | Individual Scorecard (25%) % | Combined % | Actual Bonus ($) |
|---|---|---|---|---|
| Drake Mills (CEO) | 98.7 | 85.6 | 95.4 | 637,883 |
- Notable 2024 CEO scorecard items: investor engagement, “Optimize Origin” strategy, insurance agency regional structure .
Long-Term Incentive (LTI)
- 2024 LTI design: 50% PSUs, 50% RSUs; CEO target $1,002,960 split equally ($501,480 each) .
- 2024 PSU metrics: 3-year ROAA and ROAE (equal-weight), payout 50–150% of target; performance window ends 12/31/2026; vest 2/20/2027 .
- 2024 RSUs: vest 33.3% annually; final tranche 5/20/2027 .
| 2024 Grants (5/20/2024) | Threshold (#) | Target (#) | Max (#) | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|---|
| PSUs (CEO) | 7,591 | 15,183 | 22,774 | 501,494 | Performance-based; cliff on 2/20/2027 |
| RSUs (CEO) | — | 15,183 | — | 501,494 | 33.3% per year; final 5/20/2027 |
- 2023 PSUs: ROAA/ROAE, vest 2/17/2026 (50–150% mechanics) .
- 2022 PSU cycle (final measurement 12/31/2024): ROAA achieved 57.13%; ROAE 70.67%; CEO earned 2,981 shares .
CEO One-Time Equity Award (12/13/2022)
- RSU component: 129,736 units; vests 20% on each of the 3rd–7th anniversaries (first vest 12/13/2025) .
- PSU component (market condition): 129,735 units; five tranches vest upon stock price hurdles over a 7-year period, with time-based minimums on the 3rd–7th anniversaries .
- Note: No stock options currently granted to NEOs .
Equity Ownership & Alignment
- Beneficial ownership: 204,431 shares; less than 1% of class (31,243,906 shares outstanding at 2/21/2025) .
- Ownership guidelines: CEO must hold 5x base salary; all executives and directors in compliance as of 12/31/2024 .
- Hedging/pledging: Hedging prohibited; margin accounts prohibited; pledging discouraged and requires prior approval; dividends not paid on equity until vested .
| Equity detail (12/31/2024) | Count/Value | Key dates/notes |
|---|---|---|
| Beneficially owned shares | 204,431 | <1% of class |
| Unvested CEO One-Time Award RSUs (12/13/2022) | 129,736 | 20% vests each 12/13 from 2025–2029 |
| CEO One-Time Award PSUs (market condition) (12/13/2022) | 129,735 | Five stock-price tranches; no earlier than 3rd–7th anniversaries |
| 2024 PSUs (unearned at max shown in table) | 22,774; $758,146 | Performance period to 12/31/2026; vests 2/20/2027 |
| 2024 PSUs (target reference) | 15,183 | Equal-weight ROAA/ROAE |
| 2024 RSUs (unearned) | 15,183; $505,442 | Ratable to 5/20/2027 |
| 2023 PSUs (threshold figures shown) | 3,514 and 2,635 | Vests 2/17/2026; 50–150% payout range |
| 2022 PSU payout (final) | 2,981 shares | Final measurement 12/31/2024 |
| Options outstanding | None | — |
| Shares vested in 2024 (value realized pre-tax) | 7,439 shares; $229,876 | — |
Vesting over next 24–36 months suggests scheduled supply: 12/13/2025 (20% of CEO 2022 RSUs), 2/17/2026 (2023 PSUs), 2/20/2027 (2024 PSUs), and annual RSU tranches each May through 2027 .
Employment Terms
- Agreement: Restated 2/27/2020; 3-year term auto-renewing; base salary $835,800 (board adjustable); annual bonus criteria set by Board; perquisites include company car, professional dues, country club, and reimbursed business expenses .
- Restrictive covenants: Confidentiality and non-disparagement (indefinite); non-solicit of customers/employees for 2 years post-termination (geo-limited) .
- Pro-rata bonus if terminated for reasons other than Cause .
- Severance:
- Without Cause / Good Reason (non-CIC): 2x (base salary + average 3-yr STIP), paid over 24 months; COBRA premiums up to 24 months or cash equivalent .
- CIC (within 24 months): 3x (base salary + average 3-yr STIP), pro-rated for months elapsed post-CIC; lump sum within 60 days; COBRA up to 18 months .
| Potential payments to Drake Mills (assumes 12/31/2024 trigger) | Amount ($) |
|---|---|
| Termination without Cause/Good Reason: cash severance (2x) | 2,738,615 |
| CIC termination: cash severance (3x) | 4,107,922 |
| SERP benefit (present value/ALRB) – several triggers | 3,813,729 (non-CIC/death/disability/resign) |
| SERP benefit at retirement or CIC (annual $264,040 with 1.5% COLA to life) | Value shown: 6,105,573 |
| RSU/PSU accelerated vesting (scenario-dependent) | 4,758,638 (non-CIC); 5,829,412 (CIC) |
| Pro-rata STIP (death/disability/retirement) | 637,883 |
| COBRA cash/coverage | 17,780 (non-CIC) / 13,335 (CIC) |
| Split-dollar and company-paid life insurance (death) | 193,940; 1,341,075; 1,500,000; 500,000 |
| Accrued PTO | 93,192 (various scenarios) |
Supplemental Retirement (SERP): Present value $3,800,626 at 12/31/2024; pays $264,040 first year post-retirement with 1.5% COLA annually until death; alternative lump-sum/instalment benefits based on trigger; forfeiture upon Cause .
Board Governance
- Board service: Director since 2012; Chairman since 2012; combined Chair/CEO structure reaffirmed by Board as in stockholders’ best interest, with robust Lead Independent Director role (James D’Agostino, Jr.) .
- Independence: 10 of 11 anticipated directors deemed independent under NYSE/SEC; as an executive, Mills is not independent .
- Committees (independent directors): Audit (Malone Chair; 8 meetings), Compensation (Solender Chair; 6 meetings), Nominating & Governance (M. Jones Chair; 6), Finance (D’Agostino, Jr. Chair; 4), Risk (Davison, Jr. Chair; 4) .
- Attendance: All fifteen then-serving directors attended the 2024 annual meeting; directors expected to attend .
- Director/Executive stock ownership guidelines (CEO 5x salary; directors 5x annual cash retainer); all in compliance at 12/31/2024 .
- Dual-role implications: The Board cites efficiency and information flow benefits of combined Chair/CEO, mitigated by a strong Lead Independent Director with defined authorities (agenda setting, executive sessions, liaison functions) .
Performance & Track Record (context for pay)
| 2024 Company performance highlights | Value |
|---|---|
| Net interest income | $300.4m (+0.3% YoY) |
| NIM-FTE | 3.22% (vs 3.23% 2023) |
| Provision expense for credit losses | $7.4m (down $9.3m YoY) |
| Book value per share | $36.71 (+7.0% YoY) |
| ROAA | 0.77% (down 7 bps YoY) |
| ROAE | 6.92% (down 146 bps YoY) |
| NPLs to LHFI | 0.99% (up 60 bps YoY) |
| Net charge-offs to avg LHFI | 0.18% (up 8 bps YoY) |
Pay-Versus-Performance summary (select items):
- CEO compensation actually paid (CAP): 2024 $2.21m; 2023 $1.11m; 2022 $10.11m (reflecting one-time award); company-selected metric ROAA .
- Cumulative 5-year TSR (2019–2024): OBK $95.23 vs peer group $125.60; OBK underperformed peers .
Compensation Committee & Governance Practices
- Compensation Committee: Solender (Chair), Goff, Luffey; all independent; six meetings in 2024; CEO excluded from CEO pay deliberations .
- Consultant: Meridian Compensation Partners engaged for benchmarking and program advice in 2024 .
- 2024 actions: Increased CEO STIP target to 80% and LTIP target to 120% of salary; aligned metrics to shareholder interests; approved payouts aligned with results .
- Best practices: No excise tax gross-ups; no option repricing without shareholder approval; clawback compliant with SEC/NYSE; hedging prohibited; pledging discouraged with pre-approval; minimum vesting periods; no single-trigger CIC equity acceleration in plans/agreements .
- Say-on-Pay: 98.0% approval at April 2024 annual meeting .
Investment Implications
- Alignment: High at-risk pay (67% of CEO target comp performance-based); STIP tied to profitability/credit quality, LTI to multi-year ROAA/ROAE; robust stock ownership guidelines and clawback policy strengthen alignment and discipline .
- Supply/vesting overhang: Material scheduled vesting from the 2022 CEO one-time award (20% tranches 2025–2029) and PSU/RSU cycles through 2027 may create periodic supply; no options outstanding .
- Retention economics: Non-CIC severance at 2x salary+bonus and meaningful SERP present value ($3.8m) plus equity acceleration drive strong retention but create sizable CIC payouts ($16.1m total modeled) .
- Pay-for-performance calibration: 2024 CAP down materially from 2022’s one-time award; five-year TSR underperformance vs peers and moderate ROAA/ROAE inform PSU outcomes (e.g., 2022 PSU payout below target), indicating performance sensitivity of equity .
Monitoring list:
- PSU progress vs ROAA/ROAE targets for 2023–2026 cycles
- Execution of “Optimize Origin” and credit quality metrics (NPA/NCO) feeding STIP
- Any pledging approvals or insider Form 4 activity (policy discourages pledging; hedging prohibited)