Don L. Thompson
About Don L. Thompson
Independent director of Red River Bancshares, Inc. (RRBI) since 1998; age 66. Thompson is a private investor and founder of Thompson Health Services, Inc., a home health provider in Central Louisiana sold in 2003; he has owned/managed multiple healthcare businesses and commercial real estate developments. He is currently a member of RRBI’s Audit, Compensation, and Executive Committees; at Red River Bank, he serves on the Asset-Liability Management, Compensation, and Directors’ Loan Committees. RRBI’s board has affirmatively determined he is independent under Nasdaq and SEC rules, with all incumbent directors in 2024 meeting at least a 75% attendance threshold .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thompson Health Services, Inc. | Founder; provider of home health services | Sold in 2003 | Built and exited a regional healthcare operator |
| Multiple healthcare businesses & commercial real estate | Owner/Manager; private investor | Various years | Business and investment leadership across healthcare and real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in RRBI proxy materials |
Board Governance
- Committees: Audit (member), Compensation (member), Executive Committee (member); bank committees include Asset-Liability Management, Compensation, and Directors’ Loan .
- Independence: Board determined all current directors except the CEO are independent; Thompson is independent under Nasdaq and SEC rules .
- Attendance and engagement: In 2024, the board met 8 times; Audit 11; Compensation 2; Nominating & Corporate Governance 1; independent directors held 4 executive sessions. All incumbents attended ≥75% of board and committee meetings .
- Leadership structure: CEO and Chair roles are separated; Chair presides over executive sessions (Chair is independent) .
- Risk oversight: Audit oversees financial reporting/internal controls; Compensation oversees pay-related risk; Nominating & Corporate Governance oversees related party transactions and governance .
- Committee chair roles: Thompson is not a committee chair; Audit is chaired by H. Lindsey Torbett; Compensation by Teddy R. Price; Nominating & Corporate Governance by Teddy R. Price .
Fixed Compensation
| Year | Fees Earned or Paid in Cash | Fees Paid in Company Stock | Total Compensation |
|---|---|---|---|
| 2023 | $33,300 | $0 | $33,300 |
| 2024 | $33,300 | $0 | $33,300 |
- Director pay structure: Annual cash retainer $10,000; per-meeting board fee $1,500 (raised from $1,300 on 2/22/2024); Audit Chair $500 per meeting; Audit members $300; other committee meetings $200. Directors may elect to receive board attendance fees in Company stock; committee fees are cash-only .
Performance Compensation
- No performance-based director pay disclosed (no options, RSUs, PSUs for directors). Directors may elect to receive board attendance fees in stock; Thompson elected cash for 2023 and 2024 (no stock fee elections shown for him) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Thompson |
| Committee interlocks | RRBI discloses no compensation committee interlocks or insider participation; Thompson is an independent member of the Compensation Committee . |
Expertise & Qualifications
- Core credentials: Founder/operator in healthcare services; private investor; experience in healthcare operations and real estate; long-tenured bank director since 1998 .
- Board-relevant skills: Business and investment acumen; service on Audit, Compensation, Executive and bank ALM/loan committees indicates financial literacy and risk oversight engagement .
Equity Ownership
| As of Date | Shares Beneficially Owned | Percent of Outstanding | Ownership Breakdown |
|---|---|---|---|
| Feb 28, 2025 | 61,474 | 0.91% (computed from 6,777,657 outstanding) | Includes 52,500 shares held by Don & Mark, LLC, of which Thompson is managing member |
- Hedging/pledging: Directors are prohibited from short sales and publicly traded options on RRBI stock; hedging strongly discouraged and requires preclearance; pledging requires preclearance and demonstration of capacity to repay without reliance on pledged shares .
Note: Percent ownership is calculated as 61,474 ÷ 6,777,657 = 0.91% using figures disclosed as of Feb 28, 2025 .
Governance Assessment
- Strengths: Independent director with multi-committee service (Audit, Compensation, Executive), consistent board-level engagement and executive sessions, clear insider trading/anti-hedging and pledging controls, and meaningful personal share ownership aligned with shareholders .
- Potential red flags/monitoring items:
- Related-party/ordinary banking relationships: RRBI had ~$28.6mm loans outstanding to directors/officers and affiliates and ~$9.5mm unfunded commitments as of 12/31/2024, though all on market terms and none classified as problem loans; transactions are overseen by policy and Nominating & Corporate Governance Committee .
- Stock repurchases from large related holders (Simpson Trusts) at discounts were board-approved via Nominating & Corporate Governance; while not tied to Thompson, such actions warrant ongoing governance scrutiny .
- Director equity ownership guidelines: RRBI discloses executive stock ownership guidelines but does not disclose director ownership guidelines; continued monitoring of director alignment is prudent .
- Compensation alignment: Director pay is largely fixed cash with optional stock in lieu of board attendance fees; Thompson’s all-cash elections reduce direct equity accrual via fees but his separate beneficial ownership provides alignment .
RED FLAGS
- None specifically attributed to Thompson in proxy disclosures; no related-party transactions, pledging, hedging, or attendance shortfalls disclosed for him. Ordinary-course loans to directors as a group are monitored and disclosed; no problem classifications reported .