Michael J. Brown
About Michael J. Brown
Independent director of Red River Bancshares, Inc. (RRBI) and Red River Bank since 2024; age 61; Chartered Financial Analyst with LSU undergraduate degree and an MBA. Former President of Regional Banking at First Horizon (2020–2021) following IBERIABANK acquisition, and previously Vice Chairman/COO of IBERIABANK; currently a director of Amerisafe, Inc. (NASDAQ: AMSF) and chairs its Compensation Committee . RRBI’s Board has determined he is independent under Nasdaq standards ; the RRBI Board is majority independent (9 of 10 if all nominees are reelected) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Horizon Bank | President, Regional Banking | 2020–2021 | Led regional banking post-IBERIABANK acquisition; retired Dec 31, 2021 |
| IBERIABANK | Vice Chairman & COO | Pre-2020 (joined 1999), through 2020 | Managed retail and commercial banking operations |
| First Commerce Corporation (Rapides Bank & Trust) | Executive roles (earlier career) | 1990s | Banking operations experience in Louisiana markets |
| Wachovia Corporate Services | Early career | — | Corporate services/banking background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amerisafe, Inc. (AMSF) | Director | Since 2014 | Chairs Compensation Committee; public company governance experience |
Board Governance
- RRBI Board: 10 members; nine independent (CEO excepted) under Nasdaq rules if all nominees reelected .
- Independence: Board affirmatively determined Brown is independent .
- RRBI meeting cadence and engagement: Board met 8 times in 2024; independent directors held 4 executive sessions; all incumbent directors attended at least 75% of board/committee meetings .
- Leadership and executive sessions: Non-executive Chair (Teddy R. Price), presides over executive sessions when independent .
- RRBI committees (Company level): Audit (Torbett chair; Obey; Thompson), Compensation (Price chair; Crowell; Thompson), Nominating & Corporate Governance (Price chair; Crowell; Torbett; Moreau) .
- Bank-level committees for Brown: Directors’ Loan Committee, Asset-Liability Management Committee (ALCO), and Compensation Committee of Red River Bank .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual retainer (cash) | Non-employee director retainer | $10,000 |
| Board meeting fee | Per Company/Bank board meeting attended | $1,500 per board meeting |
| Audit Committee fees | Chair $500 per meeting; members $300 per meeting | As applicable (committee-dependent) |
| Other committee meeting fees | $200 per meeting | As applicable |
| Fees paid in stock (election) | Directors may elect board attendance fees in stock; shares issued Jan 31 at closing price; 2025 issuance price $55.80 | Michael J. Brown: $13,500 in stock; $14,300 cash; total $27,800 |
Directors can elect to receive board attendance fees in Company stock, issued as whole shares on January 31 following the year, using the closing price on that date; 2025 issuance used $55.80 per share .
Performance Compensation
- RRBI does not disclose performance-based director pay (no RSUs/options tied to director performance; stock elections are a form of fee settlement, not a performance award) .
| Program Element | Performance Metric | Payout Mechanism |
|---|---|---|
| Director fees (board/committee) | None disclosed for directors | Cash; board attendance fees may be settled in common stock by annual election |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles |
|---|---|---|---|
| Amerisafe, Inc. | NASDAQ: AMSF | Director | Chair, Compensation Committee |
- Interlock notes: Brown’s chair role at AMSF’s Compensation Committee adds compensation governance expertise; no RRBI disclosure of business relationships with AMSF indicating conflicts .
Expertise & Qualifications
- Deep banking operations and strategy expertise across retail and commercial banking (IBERIABANK COO; First Horizon regional president) .
- Financial credentials: CFA; MBA; LSU graduate .
- Public company governance: AMSF director and compensation chair .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Michael J. Brown, C.F.A. | 3,241 | <1% |
- Director ownership requirements: RRBI bylaws require nominees to own common stock with aggregate book value ≥ $20,000; age limit 72 unless Founding Director .
- Hedging/pledging: Insider trading policy prohibits short sales and exchange-traded options; hedging strongly discouraged and requires pre-clearance; pledging requires pre-clearance and demonstration of repayment capacity; margin accounts prohibited .
Governance Assessment
- Independence and committee service: Independent status plus service on key bank committees (Loan, ALCO, Compensation) supports oversight of credit, interest rate, and incentive structures, enhancing board effectiveness .
- Attendance and engagement: Board/committee attendance met the ≥75% threshold in 2024, and independent directors held four executive sessions—positive for governance quality and investor confidence .
- Compensation alignment: Director program is modest (retainer plus meeting fees) with optional stock election, fostering ownership and alignment without complex performance metrics that could dilute accountability .
- Conflicts/related-party exposure: Company discloses no material related-party transactions involving Brown; ordinary banking relationships are conducted on market terms with no adverse features reported—no conflict red flags identified for Brown .
- Additional signal: External role as AMSF Compensation Committee chair is a positive competency signal for pay governance; monitor time commitments and any future inter-company dealings for potential conflicts .
Say-on-pay context: 2025 is RRBI’s first year seeking an advisory say-on-pay vote; frequency proposal recommended every two years. No historical SOP results yet for trend analysis .