Isabel V. Carriere
About Isabel V. Carriere
Senior Executive Vice President, Chief Financial Officer (CFO), and Assistant Corporate Secretary of Red River Bancshares, Inc. and Red River Bank; with the organization since 1999. CPA and CGMA; B.S. in Management (Cum Laude) from Tulane University’s A.B. Freeman School of Business; prior roles include financial planning and reporting at First Commerce Corporation, manager of Financial Planning at Whitney National Bank, and audit at KPMG Peat Marwick focusing on depository institutions . Pay vs. Performance disclosures show RRBI TSR up 7% from 2022–2024 and net income of $36.9m (2022), $34.9m (2023), $34.2m (2024), reflecting resilient performance amid rate cycles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG Peat Marwick (New Orleans) | Auditor (Depository orgs and holding companies) | Not disclosed | Built technical audit and controls expertise for banking sector |
| First Commerce Corporation (New Orleans) | Financial Planning & Financial Reporting | 1991–1997 | Developed enterprise planning/reporting capabilities during growth and integration periods |
| Whitney National Bank (New Orleans) | Manager, Financial Planning | Not disclosed | Led financial planning supporting budgeting and capital allocation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external board roles disclosed for Ms. Carriere |
Fixed Compensation
Multi‑year compensation (paid by Red River Bank) for Ms. Carriere:
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $213,103 | $236,453 | $248,142 |
| Bonus (Discretionary Incentive Bonus Plan) | $80,000 | $100,000 | $100,000 |
| Stock Awards (Restricted Stock grant-date fair value) | $37,380 | $38,488 | $48,390 |
| Change in Pension (SERP) Value | $50,716 | $63,415 | $92,054 |
| All Other Compensation (401k, life insurance, etc.) | $11,543 | $12,645 | $14,088 |
| Total | $392,742 | $451,001 | $502,674 |
Base salary changes:
| Year | Base Salary | Prior Year | % Increase |
|---|---|---|---|
| 2024 | $250,551 | $240,914 | 4% |
2024 perquisites (All Other Compensation breakdown):
| Item | Amount ($) |
|---|---|
| Employer 401(k) contributions | $12,938 |
| Life insurance premiums | $1,150 |
| Total | $14,088 |
Performance Compensation
Short‑term and long‑term incentives structure and outcomes:
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Short‑Term Incentive (cash) | Discretionary (operational/individual performance; lenders include credit quality) | Discretionary | Not defined by numeric targets | $100,000 (2024) | N/A (cash) |
| Long‑Term Incentive (Restricted Stock under 2018 Plan) | Share price alignment; retention | N/A | Grant: 1,000 sh (4/1/2024) $48,390 FV | N/A (grant) | 20% each Apr 1, 2025–2029 |
Vesting schedules (unvested restricted stock as of 12/31/2024):
| Grant Date | Shares | Vesting Schedule |
|---|---|---|
| Jul 1, 2020 | 120 | 100% on Jul 1, 2025 |
| Jul 1, 2021 | 200 | 50% on Jul 1, 2025 and 2026 |
| Jul 1, 2022 | 420 | 33% on Jul 1, 2025, 2026, 2027 |
| Apr 1, 2023 | 640 | 25% on Apr 1, 2025, 2026, 2027, 2028 |
| Apr 1, 2024 | 1,000 | 20% on Apr 1, 2025, 2026, 2027, 2028, 2029 |
Stock vested in 2024:
| Shares Vested | Value Realized (before tax) |
|---|---|
| 640 | $30,648 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of Feb 28, 2025) | 42,759 shares |
| Shares Outstanding (for % calc) | 6,777,657 shares |
| Ownership % | ~0.63% (computed from 42,759 / 6,777,657) |
| Unvested Restricted Stock (value at $53.98/sh on 12/31/2024) | 2,380 sh; $128,472 |
| 2018 Plan Remaining Availability | 154,225 shares |
| Stock Ownership Guidelines | EVP required ≥1x salary; all NEOs compliant |
| Hedging/Pledging | Hedging strongly discouraged; margin accounts prohibited; pledging requires pre‑clearance and capacity to repay without collateral |
Notable execution role: Ms. Carriere signed the August 8, 2024 privately negotiated repurchase agreement for 60,000 shares at $50.00 per share, aligning capital deployment with shareholder value objectives .
Employment Terms
Change‑in‑Control and severance economics:
| Provision | Detail |
|---|---|
| Change‑in‑Control Agreement (executed Aug 12, 2021) | Lump sum = 2×(base salary + average prior 3‑yr annual bonuses) upon qualifying termination (without cause, death/disability, or resignation for good reason) within 3 months before or 24 months after a change in control; COBRA premiums for applicable continuation period; potential 280G cut‑back if net after‑tax is higher |
| Equity Awards | Accelerated vesting upon change in control; accelerated vesting also applies upon death, disability, or involuntary termination without cause under award agreements |
| Split‑Dollar Agreements | Endorsement method death benefit maximum $500,000 for Ms. Carriere; supplemental agreement adds $100,000 (July 1, 2021); benefits reduced by SERP payments after full benefit date; residual proceeds to Bank |
| SERP | Nonqualified plan; vesting amended Aug 6, 2024 → full benefits vest on Dec 31, 2028; present value of accumulated benefit $508,618 at 6.0% discount rate |
| Clawback | Mandatory recovery of incentive‑based compensation tied wholly/partly to financial reporting measures upon an accounting restatement; currently the Company does not award incentives tied wholly/partly to financial reporting measures |
Estimated payments if separated on Dec 31, 2024 (disclosed illustration):
| Scenario | Severance ($) | SERP PV ($) | RSU Accel ($) | Split‑Dollar ($) | Total ($) |
|---|---|---|---|---|---|
| Death | — | 508,618 | 128,472 | 600,000 | 1,237,090 |
| Without Cause / Good Reason (no CIC) | — | 508,618 | 128,472 | — | 637,090 |
| Without Good Reason | — | 508,618 | — | — | 508,618 |
| With Cause | — | — | — | — | — |
| Change in Control | 722,564 | 508,618 | 128,472 | — | 1,359,654 |
Performance & Context
Company highlights relevant to pay‑for‑performance (2024): EPS improvement supported by 4.6% of shares repurchased (added $0.14 to EPS), dividend increase to $0.36, organic market expansion in New Orleans and planned Lafayette banking center; industry recognition from S&P Global, American Banker, and Bank Director Magazine .
Pay vs. Performance (Company‑wide):
- TSR values of initial $100 investment: $95.95 (2022), $106.11 (2023), $102.80 (2024) .
- Relationship summary 2022–2024: Compensation Actually Paid increased 27% (PEO) and 37% (Non‑PEO NEOs) vs TSR +7% and net income −7% .
Financials for context:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | 36,916 | 34,879 | 34,235 |
| Revenues ($) | $18,747,000* | $21,114,000* | $20,296,000* |
| *Values retrieved from S&P Global (GetFinancials). |
Compensation Governance & Peer Benchmarking
- Compensation Committee (independent; chaired by Teddy R. Price) oversees CEO and NEO comp, plans, agreements, and equity; retains advisor discretion .
- Consultant/market data: Blanchard Consulting Group peer analysis (2022 data) covering 19 Southeastern banks; RRBI positioned ~42nd percentile by market cap, ~27th percentile by total assets .
- Equity grant timing: Typically approved in Q1 with April 1 grant date; Company does not grant stock options .
Equity Ownership Policies and Insider Trading Controls
- Executive stock ownership guidelines: CEO ≥5× salary; EVPs ≥1× salary; all NEOs compliant .
- Insider policy: Prohibits short sales and exchange‑traded options; hedging strongly discouraged; margin accounts prohibited; pledging requires pre‑clearance and demonstration of repayment capacity .
Investment Implications
- Alignment: CFO holds 42,759 shares (~0.63% of outstanding) with 2,380 unvested RSUs and is compliant with ownership guidelines—solid alignment with long‑term shareholders .
- Vesting cadence: Multiple tranches vest in 2025–2027 (including 120/200/420/640/1,000 shares across schedules), which can create periodic withholding transactions but indicates strong retention through 2029 .
- Incentive mix: Modest cash bonus ($100k in 2024) and five‑year RSU vesting (~$48k grant‑date FV) promote conservative risk posture; absence of options reduces repricing risk .
- Change‑in‑control economics: 2× salary+bonus average and equity acceleration are standard regional‑bank protections; disclosure of illustrative CIC payout ($1.36m) suggests manageable retention cost and limited golden‑parachute risk (no excise tax gross‑up) .
- Execution signals: CFO’s role in negotiated buybacks (e.g., Aug 8, 2024 repurchase at $50) supports disciplined capital allocation and EPS accretion, a positive for shareholder value .
Overall, compensation and ownership structures indicate prudent pay‑for‑performance with retention through long‑dated RSU schedules and SERP vesting, conservative governance (no options, clawback, hedging/pledging limits), and disciplined capital actions under CFO oversight—positive indicators for alignment and controlled execution risk .