M. Scott Ashbrook
About M. Scott Ashbrook
M. Scott Ashbrook (age 55) has served as a director of Red River Bancshares, Inc. and Red River Bank since 2013. He holds a degree from Louisiana Tech University and an MBA. His background includes leading Fidelity Bancorp, Inc. and Fidelity Bank as Chairman and CEO prior to their acquisition by RRBI in 2013, and operating Maison Healthcare Management Co., LLC (founded 2014) with ownership and operating roles across long-term care facilities and real estate holdings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Bancorp, Inc. / Fidelity Bank | Chairman & Chief Executive Officer | Pre-2013, until acquisition by RRBI | Led bank; experience cited as qualification for RRBI board |
| Maison Healthcare Management Co., LLC | President & Owner | Since 2014 | Property management; owner/operator of long-term care facilities and real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in RRBI proxy biography . |
Board Governance
- Independence: Board affirmatively determined Ashbrook is independent (only CEO is non-independent) .
- Committee assignments: Not a member of RRBI’s Audit, Compensation, or Nominating & Corporate Governance Committees; he serves on Red River Bank’s Directors’ Loan Committee .
- Attendance: Board met 8 times in 2024; Audit 11; Compensation 2; Nominating 1. All incumbent directors attended at least 75% of applicable meetings; independent directors met in executive session 4 times .
- Board leadership: CEO and Chair roles are separated; Chair presides at executive sessions (Chair is independent) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual retainer (cash) | $10,000 | $10,000 | Program retainer amount |
| Board meeting fee (cash) | $1,300 per meeting | $1,500 per meeting (increase noted Feb 22, 2024 ) | Per-meeting fee level |
| Committee meeting fees (cash) | Audit Chair: $500; Audit members: $300; Other committees: $200 | Audit Chair: $500; Audit members: $300; Other committees: $200 | Per-meeting fee levels |
| Fees earned in cash (Ashbrook) | $13,000 | $13,700 | Annual cash received |
| Fees paid in company stock (Ashbrook) | $13,001 | $13,545 | Director elected stock in lieu of cash for board fees |
| Total director compensation (Ashbrook) | $26,001 | $27,245 | Company + Bank service |
Program allows election to receive board meeting fees in RRBI stock (issued without vesting restrictions on January 31 following the year) with shares calculated at the closing price on the issuance date .
Performance Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Director equity issued in lieu of cash meeting fees (Ashbrook) – Shares | 253 shares at $51.21 (issued Jan 31, 2024) | 242 shares at $55.80 (issued Jan 31, 2025) | Director Compensation Program; no PSUs/options; stock issuance reflects fee election |
RRBI discloses that it does not grant stock options to directors currently and director equity (when elected) is not tied to performance targets; there are no director PSUs/RSUs disclosed .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in RRBI proxy biography for Ashbrook |
| Private/non-profit boards | Not disclosed for Ashbrook in proxy biography |
| Interlocks (competitors/suppliers/customers) | Not disclosed; biography emphasizes healthcare property management and long-term care ownership |
Expertise & Qualifications
- Banking leadership and M&A experience (former Chairman/CEO at Fidelity Bancorp/Fidelity Bank; RRBI acquired these entities in 2013) .
- Credit and lending oversight (member of Red River Bank Directors’ Loan Committee) .
- Real estate and operations (ownership/operator roles in long-term care facilities and commercial/residential real estate; President of Maison Healthcare Management) .
- Education: Louisiana Tech University; MBA .
Equity Ownership
| Metric | 2024 (as of March 1, 2024) | 2025 (as of Feb 28, 2025) | Notes |
|---|---|---|---|
| Beneficial shares owned | 98,082 | 98,324 | |
| Ownership % of shares outstanding | 1.4% (out of 7,092,448) | 1.5% (out of 6,777,657) | |
| Notable holdings | Includes 48,536 shares held by the Jeffrey M. Ashbrook Testamentary Trust (Ashbrook as trustee) | Includes 48,536 shares held by the Jeffrey M. Ashbrook Testamentary Trust |
Insider trades and current positions (Form 4):
- Jan 31, 2024: Award of 253 common shares (director meeting fees in stock); post-transaction ownership 49,546 shares reported on Form 4 .
- Jan 31, 2025: Award of 242 common shares (director meeting fees in stock); post-transaction ownership 49,788 shares reported on Form 4 .
Anti-hedging/pledging policy context:
- Short sales and publicly traded options in RRBI securities are prohibited; hedging transactions strongly discouraged and require pre-clearance; margin accounts barred; pledging requires pre-clearance and demonstrated repayment capacity; no pledging by Ashbrook is disclosed .
Potential Conflicts and Related-Party Exposure
- Biography indicates business interests in long-term care and real estate; RRBI’s policies require related-party transactions (> $120,000) to be reviewed and approved by the Nominating and Corporate Governance Committee for fairness, independence, and regulatory acceptability .
- Ordinary banking relationships: As of December 31, 2024, RRBI/Red River Bank had ~$28.6mm of loans and ~$9.5mm unfunded commitments to directors/officers and affiliates; no related-party loans were nonaccrual, past due, restructured, or potential problem loans at the proxy date .
- 2024 related-party transactions disclosed involve stock repurchases from Simpson Trusts; no transactions involving Ashbrook are disclosed .
Governance Assessment
- Strengths
- Independent director with deep banking leadership and credit oversight experience; member of the Bank’s Directors’ Loan Committee .
- Meaningful personal ownership (≈1.5%) including trust holdings; alignment reinforced by electing to receive board fees in stock in 2023 and 2024 .
- Board structure separates CEO and Chair; independent executive sessions signal active oversight .
- Watch items / Red Flags
- Not seated on core oversight committees (Audit, Compensation, Nominating & Governance); primary committee role is on the Bank’s loan committee .
- External ownership in long-term care and real estate presents potential related-party pathways; rely on RRBI’s related-party review process and ordinary-course lending policies to mitigate conflicts .
- No director-specific stock ownership guidelines disclosed (RRBI has executive stock ownership guidelines); alignment currently evidenced by share ownership and stock fee elections rather than formal director guidelines .
Attendance/engagement note: All incumbent directors met the ≥75% attendance threshold in 2024; Board met 8 times; independent directors met in executive session 4 times .