Michael D. Crowell
About Michael D. Crowell
Independent director of Red River Bancshares, Inc. (RRBI) and Red River Bank since 2022; age 49. President of Crowell Forest Resources, LLC (a fifth-generation family timberland company) with 21 years’ tenure. Holds a B.S. in Management from Tulane University’s A.B. Freeman School of Business. Current civic and industry roles include LSUA Foundation, Louisiana Forestry Association, Southern Forest Heritage Museum, and Board President of the Forest Landowners Association. Committees: RRBI Compensation Committee and Nominating & Corporate Governance Committee; Red River Bank Compensation Committee and Directors’ Loan Committee. Independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Way of Central Louisiana | Chair of the Board (past) | — | Community leadership and governance experience |
| Central Louisiana Community Foundation | Board Member (past) | — | Philanthropic governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crowell Forest Resources, LLC | President | 21 years | Family timberland company founded 1892; based in Long Leaf, LA |
| LSUA Foundation | Director | — | Higher-education foundation board service |
| Louisiana Forestry Association | Director | — | Forestry industry leadership |
| Southern Forest Heritage Museum | Director | — | Industry heritage and community engagement |
| Forest Landowners Association | Board President | Current | National landowner association leadership |
Board Governance
- Committee assignments (RRBI): Compensation Committee (member); Nominating & Corporate Governance Committee (member). Not a committee chair; chairs are Teddy R. Price (Compensation; Nominating & Corporate Governance) and H. Lindsey Torbett (Audit). Independent director status affirmed for all directors except the CEO; committee members are also independent.
- Engagement and attendance: Board met 8 times in 2024; independent directors held 4 executive sessions; Compensation Committee met 2 times; Nominating & Corporate Governance met once. All incumbent directors attended at least 75% of board and relevant committee meetings.
- Oversight scope: As a member of Nominating & Corporate Governance, participates in director nominations, governance guidelines, board self-evaluation, and related-party transaction reviews (non-audit/accounting). As a member of Compensation, participates in CEO and NEO pay decisions, contracts/severance/change-in-control reviews, and equity plan oversight.
| 2024 Board Activity | Count |
|---|---|
| Board meetings | 8 |
| Independent director executive sessions | 4 |
| Audit Committee meetings | 11 |
| Compensation Committee meetings | 2 |
| Nominating & Corporate Governance meetings | 1 |
| Attendance threshold met by incumbents | ≥75% |
Additional governance controls:
- Director resignation policy upon majority “withhold” in uncontested elections; Nominating & Corporate Governance recommends acceptance; board must disclose decision via 8‑K.
- Incentive compensation clawback policy (company-wide policy; applies to incentive compensation).
Fixed Compensation
- Director Compensation Program (2024): Annual cash retainer $10,000; $1,500 per Company/Bank board meeting; $500 per Audit Committee meeting (Chair); $300 per Audit Committee meeting (members); $200 per other committee meeting. Optional election to receive board attendance fees in RRBI stock (issued Jan 31 following year at closing price; $55.80 per share used for 2024 fees issued on Jan 31, 2025). When Company and Bank board meetings are on the same day, dual-serving directors forgo the Company board meeting fee.
| 2024 Director Compensation (RRBI + Bank) | Cash Fees | Fees Paid in Company Stock | Total |
|---|---|---|---|
| Michael D. Crowell | $28,200 | $0 | $28,200 |
Notes:
- Stock-in-lieu elections for 2024 fees were valued at $55.80 per share on Jan 31, 2025; Crowell did not elect stock for 2024.
Performance Compensation
| Performance-Linked Elements for Directors | Disclosure |
|---|---|
| Short/long-term incentive metrics for directors | None disclosed for non-employee directors (program is meeting/retainer-based). |
Compensation Committee engagement signal:
- Crowell signed the 2024 Compensation Committee Report recommending inclusion of the CD&A, indicating active participation.
Expertise & Qualifications
- Education: B.S. in Management, Tulane University’s A.B. Freeman School of Business.
- Sector expertise: Forestry/timberland operations, family enterprise stewardship, regional economic development and philanthropy.
- Governance skills: Service on Compensation and Nominating & Corporate Governance committees; exposure to executive compensation, board composition, governance policies, and related-party oversight.
Equity Ownership
| Item | Amount |
|---|---|
| Shares beneficially owned | 31,680 shares (<1.0%) |
| Shares outstanding (as of Feb 28, 2025) | 6,777,657 |
| Notable ownership footnote | Includes 17,350 shares held by RBC Nexgen, LLC, where Crowell serves as a manager |
Ownership requirements:
- Bylaws require director nominees to own RRBI shares with aggregate book value ≥$20,000.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Public company directorships | — | None disclosed | — |
| Forest Landowners Association | Trade association | Board President | External leadership signal |
| LSUA Foundation | Non-profit | Director | Higher-education board |
| Louisiana Forestry Association | Trade association | Director | Industry representation |
| Southern Forest Heritage Museum | Non-profit | Director | Community/heritage |
Related-Party Exposure and Ordinary Banking Relationships
- Company discloses ordinary-course deposits/loans/financial services with directors, officers, their families, and affiliates on market terms, with no loans to related parties categorized as nonaccrual, past due, restructured, or potential problem loans as of the proxy date. Aggregate related-party loans outstanding were ~$28.6M with ~$9.5M unfunded commitments as of 12/31/2024. Oversight of related-party transactions (non-audit/accounting) rests with the Nominating & Corporate Governance Committee.
Compensation Committee Analysis (Governance Process)
- Composition: Independent directors; authority to retain independent advisors; reviews CEO/NEO pay, agreements, equity plans, and regulatory compliance.
- Consultant usage: Committee has authority to retain its own consultant but has not engaged one historically; used market data from Blanchard Consulting Group (the Company’s consultant) for benchmarking, most recently against a 19-bank peer set using 2022 data.
Governance Assessment
- Positives
- Independent director serving on two key oversight committees (Compensation; Nominating & Corporate Governance), including responsibility for CEO/NEO pay and related-party oversight—both material for investor confidence.
- Documented engagement: Signed the 2024 Compensation Committee report recommending CD&A inclusion.
- Attendance and engagement indicators: All incumbents met ≥75% attendance; board/committee cadence suggests active oversight; independent executive sessions held quarterly.
- Ownership alignment: 31,680 shares beneficially owned (including LLC-managed shares), meeting bylaw share-ownership requirement for directors.
- Watch items
- Compensation Committee has not retained its own independent consultant historically, relying on data from the Company’s consultant (Blanchard); while within chartered authority, some investors may view independent advisor engagement as a stronger best practice.
- As a member of the Bank’s Directors’ Loan Committee, continued transparency on related-party lending (currently disclosed as ordinary-course on market terms with no problem loans) remains important for perceived independence.