Kirk D. Cooper
About Kirk D. Cooper
Kirk D. Cooper, 76, has served as an independent director of Red River Bancshares, Inc. (and Red River Bank) since 1998. He holds a B.B.A. in Industrial Management from Northeast Louisiana University and brings multi-decade operating experience as a former construction equipment rental executive with extensive community involvement, including service on the Rapides Foundation board. He is currently a member of Red River Bank’s Directors’ Loan Committee. RRBI’s board has determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rent-It Company, Inc. | President and part owner; construction equipment rental and sales | 1985–1998 (sold to Rental Service Corporation in 1998) | Led operations through company sale; brings operating and capital allocation perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rapides Foundation | Director | Not disclosed | Local philanthropic governance experience |
| Louisiana Rental Association | Past President | Not disclosed | Industry leadership credentials |
| Exchange Club of Alexandria | Member | Not disclosed | Community involvement |
| Public company boards | None disclosed | — | No other public directorships disclosed |
Board Governance
- Independence: RRBI’s board affirms 9 of 10 directors are independent; Cooper is independent (CEO is the sole non-independent).
- Tenure: Director since 1998 (Company and Bank).
- Committee assignments (Company): Cooper is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees.
- Committee assignments (Bank): Member, Directors’ Loan Committee (credit oversight exposure).
- Attendance: Board met 8 times in 2024; all incumbent directors attended at least 75% of board/committee meetings. Independent directors met in executive session 4 times.
- Board leadership: Separate Chair (independent) and CEO roles; Chair presides over executive sessions.
- Director eligibility/age policy: Bylaws bar nominees ≥72 unless a “Founding Director” (served since April 1, 2007); Cooper qualifies under this exception.
- Hedging/pledging: Directors are prohibited from short sales and exchange-traded options; hedging strongly discouraged and requires pre-clearance; pledging requires pre-clearance and capacity to repay without pledged shares.
Fixed Compensation
Director compensation structure (policy)
- Annual retainer: $10,000; Board meeting fee: $1,500 per meeting; Audit Committee: Chair $500/member $300 per meeting; Other committees: $200 per meeting; if Company and Bank board meet same day, no duplicate Company board fee. Directors may elect to receive Board attendance fees in company stock in lieu of cash.
Kirk D. Cooper – 2024 director pay
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $33,800 |
| Fees paid in Company stock | $0 |
| Total | $33,800 |
Notes and signals
- Mix: Cooper elected all-cash for 2024 meeting fees, while some peers elected stock (e.g., Ashbrook $13,545 stock; Brown $13,500; Moreau $15,014; Price $13,514). This mix can modestly reduce equity alignment year-to-year versus directors taking stock.
Performance Compensation
| Element | Status/Details |
|---|---|
| Performance/bonus metrics | None for non-employee directors disclosed. |
| Equity awards (RSU/PSU/options) | Directors can elect to receive board meeting fees in unrestricted Company stock annually; no separate long-term director equity grant program disclosed; no options disclosed. |
| Clawback | Company clawback applies to incentive comp tied to financial reporting for executive officers; no director-specific clawback disclosed. |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Cooper. |
| Private/non-profit boards | Rapides Foundation (board); Exchange Club of Alexandria (member). |
| Interlocks/overlaps with competitors/customers/suppliers | None disclosed. |
Expertise & Qualifications
- Operating executive: Led a regional equipment rental and sales business for 13 years, including through an M&A exit—useful for credit, collateral valuation, and small-business risk understanding.
- Community network: Non-profit board service provides stakeholder perspective and local market insight.
- Education: B.B.A., Industrial Management, Northeast Louisiana University.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership | 102,130 shares (1.5% of outstanding) | |
| Direct/other holdings (implied) | 42,340 shares (derived from total less disclosed indirect vehicles) | |
| Indirect – The Cooper Family Limited Partnership | 36,197 shares (general partner) | |
| Indirect – Trusts (trustee/co-trustee) | 23,593 shares | |
| Ownership requirement | Bylaws require nominees to own shares with aggregate book value ≥ $20,000. | |
| Pledged shares | No pledging disclosed; pledging subject to pre-clearance under policy. |
Note: “Direct/other holdings (implied)” equals 102,130 − 36,197 − 23,593, based on footnote breakdowns in the beneficial ownership table.
Insider filings snapshot (historical)
| Date/Type | Key details | Capacity |
|---|---|---|
| Form 5 (FY 2020, filed Feb 16, 2021) | Trust-related entries; small acquisitions at $50.98/sh; co-trustee/trustee roles noted | Indirect via WCC/CRC/BKC trusts |
| Form 5/A (amendment, Feb 23, 2021) | Clarified end-of-year holdings: 44,710 direct; 34,728 via Cooper Family Limited Partnership | Direct and indirect positions |
Related-Party and Conflicts Review
- Ordinary-course banking: As of Dec 31, 2024, RRBI had ~$28.6mm of loans and ~$9.5mm of unfunded commitments to directors/officers/their affiliates across the Company and Bank, on market terms; none were nonaccrual, past due, restructured, or potential problem loans at the time of reporting. Individual borrower details (including Cooper) were not provided.
- Related-party transactions: 2024 stock repurchases were executed from Simpson-related trusts (former director family trusts) at VWAP-discounted prices and approved by the Nominating & Corporate Governance Committee; no transactions disclosed involving Cooper.
- Potential conflict exposure: Service on the Bank’s Directors’ Loan Committee entails credit oversight where directors and affiliates can be Bank clients; Company discloses compliance with Sections 23A/23B and Regulation O, and a related person transaction approval policy.
Governance Assessment
Positives
- Long tenured independent director with local-market operating background; independent under Nasdaq rules.
- Strong baseline governance: separate Chair/CEO; executive sessions; hedging/short-sale prohibitions; pre-clearance for pledging; related-party transaction oversight.
- Solid attendance disclosure: all directors met ≥75% threshold; board met 8 times in 2024.
Watch items / potential red flags
- Age policy exemption: At 76, Cooper serves under the “Founding Director” age exception; boards should maintain robust refreshment processes to balance continuity with evolving skill needs.
- Equity alignment in director pay: Cooper elected all cash in 2024 while peers took some fees in stock, modestly lowering ongoing equity alignment signal for the year.
- Aggregate insider lending exposure: While conducted on market terms and compliant, ongoing oversight remains important given directors’ roles on the Bank’s Directors’ Loan Committee.