Meryl Farr
About Meryl Farr
Independent director at Origin Bancorp, Inc. (OBK); age 36; director since 2021. President & Owner of Kennedy Rice Mill, LLC and Co-Owner & CEO of Neighbors, LLC; B.A. in International Affairs (University of Georgia), minor in Spanish. Serves on the OBK Finance Committee; Board determined she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kennedy Rice Mill, LLC | President & Owner | — | Engineered sustainable and organic retail packaging for 4Sisters brand |
| Neighbors, LLC | Managing Co-Owner & CEO | — | Grew specialized cookie dough manufacturing; Lantern Award; Thomas H. Scott Large Business of the Year |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| USA Rice | Board of Directors; Executive Committee | 2019 | Industry leadership; governance exposure in agriculture |
| Entergy | Advisory Board | — | Market/utility stakeholder engagement |
| Origin Bank | Advisory Board member | Pre-2021 | Advisory role prior to Board appointment |
Board Governance
- Independence: Board affirmed Farr as independent (10 of 11 directors anticipated post-2025) .
- Committee assignments: Finance Committee member; Committee met 4 times in 2024; Chair is James D’Agostino, Jr. .
- Attendance: Board met 7 times in 2024; each director participated in ≥75% of Board/committee meetings held while serving; all then-serving directors attended the 2024 annual meeting; directors expected to attend the upcoming annual meeting .
- Lead Independent Director: James D’Agostino, Jr., with responsibilities for executive sessions, agendas, and liaison with management .
Fixed Compensation
| Component (FY2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 45,000 | Standard for non-employee directors |
| Committee membership fee (Finance) | 3,000 | Member, not Chair |
| Committee chair premium | — | Not applicable |
| Meeting fees | — | Not disclosed (structure uses retainers) |
| Total cash paid to Farr | 48,000 | FY2024 director compensation table |
- Director compensation reviewed by the Compensation Committee; periodic market benchmarking with Meridian; director cash compensation increased in 2024 per benchmarking .
Performance Compensation
| Equity Award | Grant Practice | Farr FY2024 Value ($) | Vesting |
|---|---|---|---|
| Equity-based award (RSA) | Standard grant following annual meeting | 50,007 | Vests at next annual meeting, subject to continued service |
- Directors receive time-based restricted stock awards; no performance metrics tied to director equity grants (vest solely on service) .
Other Directorships & Interlocks
| Entity | Type | Potential Interlock/Exposure |
|---|---|---|
| USA Rice | Trade association board | Sector network; no direct transactional exposure to OBK disclosed |
| Entergy Advisory Board | Advisory | External stakeholder role; no transaction with OBK disclosed |
No other public company directorships disclosed for Farr .
Expertise & Qualifications
- Entrepreneurship and operations: Leadership in food manufacturing and agricultural processing (Neighbors, Kennedy Rice Mill) .
- Go-to-market and branding: Built sustainable/organic product lines for retail; packaging and supply chain initiatives .
- Community and industry governance: USA Rice board/executive committee; advisory roles .
- Languages: Spanish minor .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Meryl Farr | 4,899 | <1% | Includes 1,514 unvested restricted shares |
- Stock ownership guidelines: Non-employee directors required to hold 5× annual cash retainer; all directors were in compliance at Dec 31, 2024 .
- Hedging/pledging: Hedging prohibited; pledging discouraged and requires pre-approval; margin accounts not permitted .
- No pledging or hedging by Farr disclosed .
Related-Party Transactions (Conflict Review)
| Transaction | Counterparty | Terms/Amounts | Governance Notes |
|---|---|---|---|
| Office lease to Forth Insurance (OBK subsidiary) | 2200 Tower Drive, LLC (40% owned by Peyton Farr, spouse) | Monthly base rent $27,133; $326,000 paid in FY2024; future lease payments ≈ $3.4 million (excluding expenses, with renewal option) | Covered by Related Party Transactions Policy; overseen by Nominating & Corporate Governance Committee |
| Investment in Perkins-McKenzie Insurance Agency, LLC | Forth Insurance (20%); Strategic Agency Partners, LLC (40%) (75% owned by Peyton Farr; he became manager of PM Agency) | Forth invested $800,000 on Mar 6, 2024; received $190,000 in distributions in 2024 | Spousal control of SAP and management at PM Agency increases perceived conflict risk; subject to policy review |
| Employment compensation | Forth Insurance | Compensation >$120,000 paid to Peyton Farr (spouse) and Joe Farr (father-in-law) in 2024 | Disclosed under compensation expense; ordinary course employment; monitored under policy |
- Policy framework: Transactions >$120,000 with related parties reviewed for ordinary course terms and independence implications; approval by the Nominating & Corporate Governance Committee; arm’s-length terms asserted by company .
RED FLAGS
- Spousal economic ties to OBK’s wholly-owned insurance subsidiary via lease and agency ownership/management could present perceived conflicts or influence; magnitude of lease payments and future obligations is material for a director-related party ($326k paid in 2024; ≈$3.4m future) .
- Dual roles of spouse (employee of Forth Insurance and manager/owner of affiliate participating in an investee alongside Forth) heighten governance sensitivity; continued oversight and disclosure are critical .
Governance Assessment
- Board effectiveness: Farr adds entrepreneurial and operational expertise in manufacturing and agriculture, useful for Finance Committee oversight of market risk, capital, and investment analysis .
- Independence and attendance: Independent under NYSE/SEC; met participation thresholds; strong annual meeting attendance culture .
- Ownership alignment: Complies with rigorous 5× retainer ownership guideline; equity awards provide ongoing alignment; hedging prohibited; pledging restricted .
- Compensation structure: Balanced cash/equity director pay with clear vesting; no performance-based director equity, reducing short-term risk incentives .
- Shareholder signals: 98.0% Say-on-Pay support in 2024 signals broad investor confidence in compensation governance (for NEOs), indirectly supportive of board stewardship .
- Conflict mitigation: Robust related-party policy and committee review in place; however, the scale and multiplicity of spouse-linked transactions merit continued scrutiny and clear demonstration of arm’s-length terms and independence safeguards .