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Michael Jones

Director at Origin Bancorp
Board

About Michael Jones

Independent director of Origin Bancorp, Inc. (OBK). Michael Jones is a Certified Public Accountant (CPA) and Certified Fraud Examiner who operates as a sole practitioner in Ruston, Louisiana. He holds a B.S. from Louisiana Tech University, is age 69 (as of March 13, 2025), and has served on OBK’s board since 1991, bringing deep accounting and fraud examination expertise to the boardroom . The board classifies him as independent under NYSE and SEC standards .

Past Roles

OrganizationRoleTenureCommittees/Impact
Michael Jones, CPA (sole practitioner)Certified Public Accountant; Certified Fraud ExaminerNot disclosedProvides accounting and fraud examination expertise; member AICPA, Society of Louisiana CPAs, Association of Certified Fraud Examiners

External Roles

OrganizationRoleTenureNotes
American Institute of Certified Public AccountantsMemberNot disclosedProfessional affiliation
Society of Louisiana Certified Public AccountantsMemberNot disclosedProfessional affiliation
Association of Certified Fraud ExaminersCertified Fraud Examiner; MemberNot disclosedProfessional credential and affiliation

Board Governance

  • Independence and leadership

    • Independent director; Board determined 10 of 11 anticipated directors are independent, including Michael Jones .
    • Chairs the Nominating & Corporate Governance Committee; member of the Audit Committee .
    • Lead Independent Director is James D’Agostino, Jr., who presides over executive sessions of independent directors and sets agendas for those sessions .

  • Attendance and engagement

    • Board met seven times in FY2024; each director participated in ≥75% of aggregate Board and assigned committee meetings during their period of service .
    • Audit Committee held eight meetings in 2024; Nominating & Corporate Governance Committee held six meetings in 2024 .
    • All then-serving directors attended the 2024 annual meeting; the company expects all directors will attend the upcoming 2025 annual meeting .

  • Committee assignments | Committee | Role | 2024 Meetings | |---|---|---| | Nominating & Corporate Governance | Chair | 6 | | Audit | Member | 8 |

  • Board optimization

    • OBK reduced its board size from 16 to 11 nominees for 2025 to align with governance best practices; five directors did not stand for reelection (no disagreements disclosed) .

Fixed Compensation

  • Director compensation program (FY2024 schedule) | Element | Amount | Notes | |---|---|---| | Annual cash retainer | $45,000 | Per non-employee director | | Equity retainer | $50,000 | Granted after annual meeting; vests at next annual meeting, subject to service | | Committee membership fees | Audit: $6,000; Nominating & Corporate Governance: $3,500 | Annual per-committee member | | Committee chair premiums | Audit: $12,000; Nominating & Corporate Governance: $6,500 | Annual per-committee chair | | Lead Independent Director | $25,000 | Annual |

  • Michael Jones (FY2024 actuals) | Component | Amount ($) | |---|---| | Fees earned or paid in cash | 60,750 | | Stock awards (grant-date fair value) | 50,007 | | Total | 110,757 |

  • Program oversight and benchmarking

    • Compensation Committee engaged Meridian as independent compensation consultant; reviewed director compensation and recommended increases in 2024 against peer benchmarks .

Performance Compensation

  • Structure: Non-employee director equity awards are service-based restricted stock/RSUs granted following the annual meeting and vest at the subsequent annual meeting (no performance metrics) .

  • FY2024 director equity award terms (program-level) | Grant Timing | Instrument | Grant-Date Fair Value | Vesting | |---|---|---|---| | May 2024 (post-annual meeting) | Restricted stock/RSUs | $50,000 | Fully vests at next annual meeting, subject to continued service |

  • Michael Jones FY2024 equity (as reported) | Year | Stock Award (Grant-Date Fair Value) | Vesting Terms | |---|---|---| | 2024 | $50,007 | Annual grant; next annual meeting vesting (service-based) |

Other Directorships & Interlocks

  • No current public company directorships for Michael Jones are disclosed in his OBK biography; primary professional role is sole practitioner CPA .
  • Compensation Committee Interlocks: None; no member served as an officer of the company, and no interlocking relationships were disclosed .

Expertise & Qualifications

  • CPA (Louisiana), Certified Fraud Examiner; member of AICPA, Society of Louisiana CPAs, and Association of Certified Fraud Examiners .
  • Brings accounting, audit, and fraud examination expertise and long-standing community ties in OBK’s core markets .

Equity Ownership

Note: Director-level equity grants appear annually post-meeting; open-market purchases in 1H23 support alignment; 2024–2025 gifts reduce holdings modestly. The proxy’s beneficial ownership table reported 212,206 shares at Feb 21, 2025, consistent with activity above .

Related-Party Exposure and Conflicts

  • Related-party policy assigns approval of covered transactions to the Nominating & Corporate Governance Committee (which Michael Jones chairs), with specific criteria to assess fairness and independence .
  • The proxy discloses several related-party arrangements (e.g., Davison family aviation and club relationships; leases involving parties related to another director; employment/insurance investments involving others), but none name Michael Jones as an interested party .

Director Compensation Program Context

  • The Compensation Committee reviewed and benchmarked director pay in 2024 and recommended increases to cash and equity, subsequently approved by the Board .
  • Independent compensation advisor: Meridian; scope included peer benchmarking and review of director compensation .

Say-on-Pay & Shareholder Feedback (context)

  • FY2024 say-on-pay support was 98.0%, indicating strong shareholder endorsement of compensation practices and governance oversight .

Governance Assessment

Strengths

  • Independence and oversight: Michael Jones is independent and chairs Nominating & Corporate Governance (including ESG oversight), and serves on Audit, aligning with his CPA/CFE credentials .
  • Engagement: ≥75% attendance; committee activity robust (Audit: 8 meetings; NCG: 6 meetings in 2024) .
  • Alignment: Significant beneficial ownership (~0.68% of shares) and open-market purchases in 2023; annual equity grants are service-based; hedging prohibited and pledging discouraged ; Form 4s show no sales, only buys, awards, and gifts in recent years (see table above).
  • Board refresh/optimization: Reduction from 16 to 11 directors for 2025 to improve effectiveness; no disagreements disclosed .

Watchpoints / potential red flags

  • Long tenure: Director since 1991, which some investors view as a potential independence risk despite formal independence designation; the board nonetheless affirms independence .
  • Related-party oversight optics: As chair of NCG (which approves related-party transactions), continued vigilance is warranted given multiple related-party arrangements elsewhere on the board, though none involve Michael Jones .

Overall implication for investor confidence

  • Michael Jones presents as a financially sophisticated, independent director with material share ownership and steady engagement on key oversight committees. The combination of audit and governance leadership, policy restrictions on hedging/pledging, and active ownership behavior supports alignment. The primary governance consideration is tenure length, mitigated by the board’s formal independence determination and the 2025 board right-sizing initiative .
Key data sources: OBK 2025 DEF 14A (March 13, 2025) and SEC Form 4 filings linked above.

References:

  • Background, age, tenure, committees:
  • Independence, lead independent role:
  • Board meetings and attendance; Audit/NomGov meeting counts:
  • Board optimization:
  • Director compensation program and Michael Jones compensation:
  • Equity award vesting terms:
  • Ownership guidelines and compliance:
  • Insider trading policy (hedging/pledging):
  • Beneficial ownership (Michael Jones and shares outstanding):
  • Related-party policy and transactions disclosure:
  • Compensation consultant/benchmarking:
  • Say-on-pay result: