Stacey Goff
About Stacey Goff
Independent director of Origin Bancorp, Inc. (OBK), age 59, serving since 2020. Retired in 2024 after 15+ years as Executive Vice President, General Counsel and Secretary at Lumen Technologies (NYSE: LUMN), leading legal, public policy, corporate development, strategy, and human resources. Education includes B.A. in Business (Mississippi State University) and J.D., magna cum laude (University of Mississippi). Board-designated independent under NYSE and SEC rules, with governance and compensation expertise relevant to OBK’s board oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumen Technologies (NYSE: LUMN) | EVP, General Counsel & Secretary | Over 15 years; retired 2024 | Led legal and public policy; key roles in M&A negotiations; previously led Corporate Development, Strategy, and HR |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | No other public company directorships listed in OBK’s proxy for Goff | — | — |
Board Governance
- Committee assignments: Compensation Committee member; current committee composition is Chair Elizabeth Solender, members Stacey Goff and Gary Luffey; six meetings held in FY2024 .
- Independence: Board determined Goff is independent under NYSE/SEC standards; 10 of 11 anticipated directors are independent .
- Attendance: Board met seven times in 2024; each director participated in 75%+ of Board and assigned committee meetings; all 15 then-serving directors attended the 2024 annual meeting .
- Lead Independent Director governance: Executive sessions are led by the Lead Independent Director; responsibilities include presiding when Chairman absent, agenda approval, liaison duties, and committee coordination .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $45,000 | Standard retainer |
| Equity-based award (annual) | $50,000 | RSAs; grant in May after annual meeting; vest at next annual meeting, subject to continued service |
| Lead Independent Director premium | $25,000 | If applicable |
| Committee member fee – Compensation Committee | $4,000 | Member fee |
| Committee chair premium – Compensation Committee | $9,000 | Chair premium |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Stacey Goff (FY2024) | 49,125 | 50,007 | 99,132 |
Performance Compensation
| Instrument | Grant Timing | Vesting | Performance Metrics | Grant Date Fair Value |
|---|---|---|---|---|
| Restricted Stock Awards (RSAs) | May after annual meeting | Vest on next annual meeting date, subject to continued service | None disclosed for directors (RSAs; company states no recent stock option grants) | $50,007 (FY2024) |
- Clawback policy: Company maintains a Dodd-Frank-compliant clawback policy for executive incentive compensation; applies to “Big R” and “little r” restatements; no indemnification permitted .
- Insider trading policy: Prohibits hedging and margin accounts; pledging discouraged and requires pre-approval, enhancing alignment safeguards for directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None; no members were officers/employees or had related-party transactions requiring disclosure in 2024; no executive served on another entity’s compensation committee where OBK executives served |
| Other public company boards (Goff) | None listed in OBK proxy |
Expertise & Qualifications
- Governance and compensation expertise from long-tenured GC/Secretary role at Lumen; substantial M&A execution experience .
- Legal credentials: J.D., magna cum laude; strategic leadership experience across corporate development, strategy, and HR .
- Education: B.A. in Business (Mississippi State University) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Stacey Goff | 7,276 | <1% | Includes 1,514 shares of unvested restricted stock |
| Shares outstanding (as of Feb 21, 2025) | 31,243,906 | — | Basis for percentage calculation |
- Stock ownership guidelines: Non-employee directors required to hold at least 5x annual cash retainer; at Dec 31, 2024, all executives and directors were in compliance .
- Hedging/pledging: Hedging prohibited; pledging discouraged and subject to approval, supporting alignment .
Governance Assessment
- Strengths: Independent status; meaningful compensation expertise on the Compensation Committee; robust director ownership guidelines with confirmed compliance; prohibition of hedging and strict clawback regime; balanced director pay mix (~50/50 cash/equity) aligning incentives with shareholders .
- Engagement signals: Committee met six times in 2024; Board met seven times and directors achieved 75%+ attendance; all directors attended the 2024 annual meeting—supports active oversight .
- Shareholder support: 98.0% Say-On-Pay approval in April 2024 indicates broad investor confidence in compensation governance overseen by the committee where Goff serves .
- Conflicts/RED FLAGS: No related-party transactions disclosed for Compensation Committee members; no Goff-specific related party exposures identified; company discloses ordinary-course related-party lending and specific commercial relationships (e.g., aircraft) unrelated to Goff .