Bryon C. Salazar
About Bryon C. Salazar
Executive Vice President — Chief Banking Officer at Red River Bank; 29 years of banking experience and 25 years with Red River Bank as of the 2024 proxy; age 51 at that time . Salazar leads bank-wide relationship banking and chairs the Directors’ Loan Committee; prior commercial banking roles included Rapides Bank & Trust Company and other First Commerce Corporation subsidiaries . Company pay-versus-performance shows total shareholder return values of $95.95 (2022), $106.11 (2023), and $102.80 (2024) per $100 initial investment and net income of $36,916k, $34,879k, and $34,235k respectively . Executive compensation emphasizes discretionary cash bonuses and five-year vesting restricted stock; the company does not currently grant options or targets tied to financial reporting measures for bonus determination .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rapides Bank & Trust Company (First Commerce Corp. subsidiary) | Commercial banker | — | Built local commercial portfolios and credit relationships; foundational experience prior to RRBI |
| First Commerce Corporation subsidiaries (New Orleans) | Commercial banker | — | Broadened multi-market commercial banking expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rapides Regional Medical Center | Board of Trustees; past Chair | — | Health system oversight; community engagement |
| Louisiana Bankers’ Association | Director | 2019–2022 | Industry advocacy and network access |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $279,123 | $300,790 | $317,958 |
| Bonus ($) | $100,000 | $135,000 | $135,000 |
| Stock Awards (Grant-date fair value) ($) | $37,380 | $38,488 | $48,390 |
| Change in Pension Value/SERP ($) | $27,366 | $42,484 | $83,320 |
| All Other Compensation ($) | $22,450 | $24,255 | $25,758 |
| Total ($) | $466,319 | $541,017 | $610,426 |
2024 All Other Compensation detail:
- Employer 401(k) contributions: $11,859
- Vehicle allowance: $11,100
- Life insurance premiums: $699
- Social/civic club dues: $2,100
Base salary movement:
- 2024 base salary $321,788 vs. 2023 $306,465 (5% increase)
Performance Compensation
Annual cash incentive plan (Bonus Plan):
- Nature: Discretionary, tied to employee performance and, for lenders, portfolio credit quality; not defined by fixed targets; awards approved by Compensation Committee annually .
- 2024 payout: $135,000 .
Long-term equity incentive (restricted stock):
- Form: Restricted stock under 2018 Equity Incentive Plan; five-year equal annual installments; no options currently granted .
- Stock vested in 2024: 640 shares; value realized $30,648 (pre-tax) .
Vesting schedule — unvested awards as of 12/31/2024:
| Grant Date | Shares | Vesting Schedule |
|---|---|---|
| July 1, 2020 | 120 | 100% on July 1, 2025 |
| July 1, 2021 | 200 | 50% on each of July 1, 2025 and 2026 |
| July 1, 2022 | 420 | 33% on each of July 1, 2025, 2026, and 2027 |
| April 1, 2023 | 640 | 25% on each of April 1, 2025, 2026, 2027, and 2028 |
| April 1, 2024 | 1,000 | 20% on each of April 1, 2025, 2026, 2027, 2028, and 2029 |
Detailed payout table (structure; targets not defined):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary annual bonus | Not disclosed | Not defined | Committee assessment (individual performance; credit quality for lenders) | $135,000 (2024) | N/A (cash) |
| Restricted stock grants | N/A (equity value market-dependent) | N/A | N/A | $48,390 grant-date fair value (2024) | Five-year ratable, per schedule above |
Equity Ownership & Alignment
| Ownership Element | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 40,925 | Includes joint holdings with spouse and unvested restricted stock per footnote |
| Shares outstanding (Feb 28, 2025) | 6,777,657 | Company total outstanding |
| Ownership as % of shares outstanding | ~0.60% | Computed from disclosed shares and outstanding |
| Unvested restricted stock (Dec 31, 2024) | 2,380 | Market value $128,472 at $53.98/share |
| Stock options | None outstanding | Company does not grant options currently |
| Stock ownership guidelines | EVP required ≥1× salary; all covered NEOs satisfied | Alignment policy; 5-year compliance window |
| Hedging/pledging | Hedging discouraged, margin accounts prohibited; pledging requires prior approval and capacity to repay without pledged securities | No pledges disclosed for Salazar |
Employment Terms
Change-in-control agreement:
- Executed January 14, 2014; lump-sum equal to 2× then-current base salary plus 12 months COBRA premiums if voluntary termination within 12 months post-change-in-control, or involuntary termination (other than for cause/death/disability) within 3 months prior or 24 months after change-in-control; benefits reduced if necessary to preserve 280G deductibility .
Estimated payments (assuming separation on Dec 31, 2024):
| Scenario | Severance | SERP PV | Accelerated RS | Split-Dollar Proceeds | Total |
|---|---|---|---|---|---|
| Death | $0 | $324,103 | $128,472 | $600,000 | $1,052,575 |
| Without Cause or With Good Reason (no CoC) | $0 | $324,103 | $128,472 | $0 | $452,575 |
| Without Good Reason | $0 | $324,103 | $0 | $0 | $324,103 |
| With Cause | $0 | $0 | $0 | $0 | $0 |
| Change in Control | $657,302 | $324,103 | $128,472 | $0 | $1,109,877 |
SERP:
- Present value of accumulated benefit: $324,103; full vesting for NEOs occurs on December 31, 2028; normal retirement benefit payable over 15 years after separation post-12/31/2028 .
Split-dollar agreements:
- Bank-owned life insurance; provides NEO beneficiary death benefit; proceeds not paid to beneficiaries go to the Bank; Bryon’s estimated death benefit in payout table: $600,000 .
Clawback policy:
- Company must recover incentive-based compensation tied wholly or in part to a financial reporting measure upon accounting restatement as defined; currently does not award incentive comp based on financial reporting measures .
Say-on-Pay:
- 2025 is first year RRBI is seeking an advisory vote on NEO compensation .
Performance & Track Record
Company pay-versus-performance (context for incentive alignment):
| Year | Average CAP to Non-PEO NEOs ($) | Company TSR (per $100) | Peer TSR (per $100) | RRBI Net Income ($000s) |
|---|---|---|---|---|
| 2022 | $402,327 | $95.95 | $88.17 | $36,916 |
| 2023 | $481,451 | $106.11 | $88.61 | $34,879 |
| 2024 | $552,104 | $102.80 | $104.75 | $34,235 |
Role-based impact:
- Chairs Directors’ Loan Committee; director of the Bank (not the holding company board), indicating direct influence over lending policy and credit oversight .
Compensation Structure Analysis
- Mix shift: 2022–2024 shows salary growth (5% increase in 2024) and rising SERP accrual; restricted stock grants increased modestly; annual bonuses remain discretionary, flat YoY at $135k in 2023–2024 .
- Equity risk profile: LTI exclusively RSUs with five-year vesting; no stock options or repricing risk; awards link to share price performance and retention .
- Governance features: Clawback in place, strict hedging/pledging restrictions, and stock ownership guidelines at ≥1× salary for EVPs with compliance achieved .
Equity Ownership & Upcoming Vesting (Insider Selling Pressure Lens)
- Near-term vesting cadence starting 2025 may increase tradable share supply: July 1, 2025 (120 + 100 + 140 = 360 shares), April 1, 2025 (200 + 160 + 200 = 560 shares) from various grants, totaling multiple tranches annually through 2029 per schedule above; values float with market price (at 12/31/2024, $53.98/share) .
- Note: RRBI prohibits margin accounts and requires pre-approval for any pledging with demonstrated capacity to repay; no pledging by Salazar disclosed .
Employment & Contracts
| Term | Provision |
|---|---|
| Change-in-control (Jan 14, 2014) | 2× base salary + 12 months COBRA if eligible termination around CoC windows; potential 280G cutback to preserve deductibility |
| Non-CoC severance | None disclosed for Salazar outside CoC scenarios; estimated table shows $0 severance absent CoC |
| SERP vesting | Full benefits vesting date: December 31, 2028; PV at 12/31/2024 $324,103; payable over 15 years post-separation after vest date |
| Split-dollar | BOLI-based death benefits; estimated $600,000 upon death scenario |
| Ownership guidelines | EVP ≥1× salary; compliance affirmed |
| Hedging/pledging | Hedging discouraged; margin prohibited; pledging requires approval and financial capacity |
Investment Implications
- Alignment: Equity is exclusively time-vested RSUs; combined with strict ownership/pledging policies and compliance with ≥1× salary ownership guideline, alignment is solid but lacks explicit performance-conditioned equity (no PSUs), reducing pure pay-for-performance sensitivity .
- Retention: Multi-year vesting through 2029 and SERP full vesting in 2028 create meaningful retention hooks; non-CoC severance is $0, but CoC economics include 2× salary plus COBRA and accelerated vesting, implying moderate CoC protection with a voluntary post-CoC window .
- Selling pressure: Multiple annual vesting tranches begin in 2025 (April/July) which can increase tradable shares; absence of options curbs forced selling from expirations; hedging/pledging restrictions limit leverage-driven selling risk .
- Performance backdrop: TSR hovered near flat-to-slightly positive over 2022–2024 with net income modestly declining; bonus plan’s discretionary nature may allow flexibility to reward execution even without hard financial targets, but reduces direct linkage to shareholder outcomes .
- Governance: First Say-on-Pay in 2025 introduces external feedback pressure; clawback readiness and prohibition on margin accounts/controlled pledging are positive risk mitigants .