James D’Agostino, Jr.
About James D’Agostino, Jr.
Lead Independent Director of Origin Bancorp, Inc. and Origin Bank; age 78; director since 2013. Over 50 years in banking and financial services; founder, Chairman & CEO of Encore Bancshares, Inc. (2000–2012). Current roles include Managing Director, Encore Interests LLC, and Chairman of the Board, Houston Trust Company (~$10B AUM). Education: B.S. Economics (Villanova), J.D. (Seton Hall), Advanced Management Program (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Encore Bancshares, Inc. | Founder; Chairman & CEO | 2000–2012 | Built and led the franchise until sale in 2012 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Encore Interests LLC | Managing Director | Current | Focused on banking, investments, and investment management |
| Houston Trust Company (private) | Chairman of the Board | Since 2013 | ~$10B AUM; chair and investment oversight |
Board Governance
- Independence and leadership: Designated Lead Independent Director; presides over executive sessions, approves board materials/agendas, liaises with Chair/management/regulators, and serves ex officio on committees where not a member .
- Committee assignments: Audit Committee (member), Finance Committee (Chair), Nominating & Corporate Governance Committee (member) .
- Committee activity context (2024): Audit (8 meetings), Finance (4), Nominating & Corporate Governance (6). Board met 7 times; each director participated in ≥75% of assigned meetings; all directors attended the 2024 annual meeting .
- Independence status: Board determined he is independent under NYSE/SEC rules .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Cash and fees (paid) | $84,375 | Fees earned or paid in cash in 2024 |
| Equity award (grant-date fair value) | $50,007 | Annual director equity under Omnibus Plan |
| Total 2024 | $134,382 | Sum of cash and equity |
| Standard director cash retainer | $45,000 per year | Applies to non-employee directors |
| Lead Independent Director premium | $25,000 per year | Additional to retainer |
| 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 | Committee service differentials |
| Director equity vesting | Annual grants after meeting; vest at next annual meeting if in service | Omnibus Incentive Plan; time-based vesting |
Performance Compensation
| Item | Disclosed? | Details |
|---|---|---|
| Performance-based equity (PSUs) for directors | No | Director equity is time-vested; no performance metrics apply to non-employee director awards |
| Option awards for directors | Not disclosed | No option awards shown in director table |
The company’s performance-based metrics (STIP/LTIP) apply to executives, not non-employee directors .
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No other public directorships listed for D’Agostino |
| Private company | Houston Trust Company | Chairman | Trust company; he has board leadership role |
| Compensation committee interlocks | None | — | No disclosed interlocks; Compensation Committee interlocks section reports none among members (he is not on that committee) |
Expertise & Qualifications
- Banking/finance operator and board leader (50+ years); founder/CEO experience (Encore Bancshares) and trust/fiduciary oversight (Houston Trust Company) .
- Legal training (J.D.) and advanced management education (HBS AMP), supporting governance and risk oversight .
- As LID, actively shapes agendas, executive sessions, and director evaluation processes, enhancing board effectiveness .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 63,572 shares | Less than 1% of class |
| % of shares outstanding | <1% | Company’s table shows “*” (<1%) |
| Ownership components | Includes 18,131 shares held by Houston Trust Company (shared voting/dispositive power); 26,544 shares held jointly with spouse; 1,514 unvested restricted shares | See footnotes |
| Stock ownership guidelines | Non-employee directors: 5x annual cash retainer | All directors and executives were in compliance at 12/31/24 |
| Hedging/pledging | Hedging prohibited; pledging discouraged and requires pre-approval | Insider Trading Policy restrictions for Covered Persons |
| Section 16 compliance | All timely for 2024 | Company reports timely Section 16(a) filings |
Insider Trades (Form 4)
| Period | Transactions | Notes |
|---|---|---|
| FY2024 | Not itemized in proxy | Proxy does not list Form 4 details; company states all Section 16 reports were timely for FY2024 |
Related-Party/Conflict Review
- Related-party transactions disclosed in 2024 involved entities connected to other directors (e.g., Davison family aviation and country club; leases and investments related to Ms. Farr’s family; Chair/CEO’s real estate entity); none were identified as involving D’Agostino .
- Board independence review affirmed his independence; related-party transactions are overseen under a formal policy by the Nominating & Corporate Governance Committee (he is a member) .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support was 98.0%, signaling strong shareholder backing of compensation governance .
- Board reduced size from 16 to 11 to improve efficiency and align with best practices (not a result of disagreement) .
Governance Assessment
- Strengths: Independent LID with deep banking and legal acumen; chairs Finance Committee (capital/liquidity/market risk oversight); serves on Audit and Nominating & Corporate Governance; strong engagement structure (executive sessions; agenda control) .
- Alignment: Balanced director pay mix (cash + time-vested equity); clear ownership guidelines with full compliance; hedging prohibited and pledging restricted .
- Attendance/engagement: Board/committee activity robust; directors met attendance thresholds; all directors attended 2024 annual meeting .
- Conflicts/RED FLAGS: No D’Agostino-specific related-party transactions disclosed; no Section 16 filing delinquencies; no pledging disclosed. Watch item: age/succession planning for key independent leadership roles .