H. Lindsey Torbett
About H. Lindsey Torbett
H. Lindsey Torbett, age 70, is an independent director of Red River Bancshares, Inc. and Red River Bank, serving since 1998. He chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee and Executive Committee; he also serves on the Bank’s Directors’ Loan Committee and Asset-Liability Management Committee. Torbett founded Torbett Financial Strategies, Ltd. (1997), is a retired CPA and CFP (45 years), began his career at Price Waterhouse & Co. (1975), and holds a B.S. with Honors in Accounting from Northwestern State University .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Price Waterhouse & Co. (Houston) | Early career (Accounting) | Began 1975 | Foundational public accounting experience |
| Torbett Financial Strategies, Ltd. | Owner/Founder | Since 1997 | Financial consulting to individuals/businesses |
| Alexandria Civil Service Commission | Chair (former) | Not disclosed | Civic governance leadership |
| Alexandria City Council | Councilman (former) | Not disclosed | Municipal governance experience |
| Port Authority of Alexandria | Board Member (former) | Not disclosed | Infrastructure/port oversight |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Torbett Financial Strategies, Ltd. | Owner | No | Private consulting firm founded in 1997 |
No other public company directorships or interlocks for Torbett are disclosed in the latest proxy .
Board Governance
- Committee assignments: Audit Committee Chair; member of Nominating & Corporate Governance Committee and Executive Committee; Bank Directors’ Loan Committee and ALCO .
- Independence: Board determined Torbett is independent; Audit Committee members meet Nasdaq and SEC independence standards; Torbett qualifies as an “audit committee financial expert” under Item 407(d)(5) .
- Attendance and engagement: In 2024, Board met 8 times; Audit 11; Compensation 2; Nominating 1; all incumbent directors attended at least 75% of board/committee meetings; Executive Committee did not meet in 2024 .
- Executive sessions: Independent directors met in executive session four times in 2024; Chair of the Board presides when independent .
- Risk oversight: Audit oversees financial reporting/internal control and whistleblower; Nominating reviews related party transactions and code violations; Compensation oversees pay-related risk .
Fixed Compensation
| Component | 2023 Terms | 2024 Terms | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $10,000 | $10,000 | Non-employee directors |
| Board meeting fee (per meeting) | $1,300 | $1,500 (increased 2/22/2024) | Fee increase effective Feb 22, 2024 |
| Audit Committee Chair fee (per meeting) | $500 | $500 | Paid in cash |
| Audit Committee member fee (per meeting) | $300 | $300 | Paid in cash |
| Other committee meeting fee (per meeting) | $200 | $200 | Paid in cash |
| Stock in lieu of cash (board fees only) | Available | Available | Election prior to year; issued Jan 31 following year without vesting restrictions, using closing price [$51.21 for 2023; $55.80 for 2024] |
| Director | Fees Earned or Paid in Cash (2023) | Fees Paid in Company Stock (2023) | Total (2023) | Fees Earned or Paid in Cash (2024) | Fees Paid in Company Stock (2024) | Total (2024) |
|---|---|---|---|---|---|---|
| H. Lindsey Torbett | $35,900 | — | $35,900 | $36,000 | — | $36,000 |
Notes:
- When Company and Bank board meetings occur on the same day, no separate Company board fee is paid to directors serving on both .
Performance Compensation
| Element | Disclosure for Directors | Terms/Conditions | Metric/Trigger |
|---|---|---|---|
| Annual cash incentive tied to performance | Not applicable | Director compensation comprised of retainer and meeting fees; no performance bonus disclosed | N/A |
| Equity awards with performance conditions (RSUs/PSUs) | None disclosed | Directors may elect to receive board attendance fees in common stock; shares issued Jan 31 following year without vesting restrictions | N/A |
| Stock options | Company currently does not grant stock options | Applies broadly; no director options disclosed | N/A |
| Clawback policy | Exists for incentive compensation | Executive incentive clawback policy; no director performance-based incentives disclosed | N/A |
Other Directorships & Interlocks
| Person/Committee | Role | Independence/Interlocks |
|---|---|---|
| Nominating & Corporate Governance Committee (Members: Price—Chair, Crowell, Torbett, Dr. Moreau) | Committee member | All members independent |
| Compensation Committee (Members: Price—Chair, Crowell, Thompson) | Not a member | Committee members independent; no compensation committee interlocks with company officers |
No external public-company interlocks reported for Torbett .
Expertise & Qualifications
- Audit committee financial expert; extensive accounting and finance background (CPA, CFP), and financial consulting experience .
- Banking oversight through long-standing board roles and membership on loan and ALM committees .
- Community and civic leadership experience (Civil Service Commission chair; city council; port authority) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Components/Footnotes |
|---|---|---|---|
| H. Lindsey Torbett | 76,180 | 1.1% (out of 6,777,657 shares) | Includes 4,180 shares held by spouse |
| Shares Outstanding (reference) | 6,777,657 | — | Used for percent calculation per proxy table |
Additional alignment and restrictions:
- Director nomination eligibility requires owning Company common stock with aggregate book value ≥ $20,000 .
- Hedging discouraged; short sales and exchange-traded options prohibited; pledging requires pre-clearance and demonstrated repayment capacity; margin accounts not permitted .
No disclosure of pledged shares, hedging, or margin use by Torbett; no unvested director equity reported for him (footnote only references spouse holdings) .
Governance Assessment
- Strengths: Independent status, Audit Chair role, and designation as audit committee financial expert support strong financial reporting oversight; consistent meeting participation (≥75% threshold met) and high committee workload (Audit met 11 times in 2024) indicate engagement .
- Alignment: Material personal shareholding (76,180; 1.1%) exceeds director eligibility ownership threshold and aligns incentives; optional stock election program exists but Torbett took cash in 2023–2024, suggesting compensation remains largely fixed rather than equity-based .
- Conflicts: Owner of a private financial consulting firm; no related-party transactions disclosed with his firm; ordinary-course banking relationships exist for directors broadly with strong policy oversight and no loans categorized as problem credits at proxy date .
- RED FLAGS: None explicit. Monitoring areas include any future pledging activity (subject to pre-clearance), and ongoing oversight of ordinary-course loans to insiders; Executive Committee did not meet in 2024, but Torbett’s core governance contributions are primarily through Audit and Nominating .