R. Blake Chatelain
About R. Blake Chatelain
R. Blake Chatelain, 61, is President, CEO, and director of Red River Bancshares, Inc. (RRBI) and Red River Bank, roles he has held since joining in 1998; he holds a B.S. in Finance from Louisiana State University and has 43 years of banking experience, 26 with Red River Bank . From 2022–2024, RRBI’s TSR improved 7% while the S&P US Small Cap Banks Index rose 19%; net income declined from $36.9m (2022) to $34.2m (2024), reflecting rate environment impacts . In 2024, the company raised its annual dividend 12.5% to $0.36/share and repurchased 4.6% of shares outstanding, adding $0.14 to 2024 EPS; it also expanded in New Orleans and invested in Lafayette, LA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rapides Bank & Trust (First Commerce Corp.) | EVP, managed commercial lending | 1991–1998 | Led commercial lending until sale to Bank One; built core C&I/CRE credit expertise leveraged at RRBI . |
| Hibernia National Bank (Monroe, LA) | VP, managed commercial lending | pre-1991 | Earlier commercial credit leadership; foundation for relationship banking model . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Financial Institution Service Corporation | Director; Executive Committee member | Current | Governance/industry infrastructure exposure . |
| Louisiana Association of Business and Industry | Director; Executive Committee member | Current | Statewide business network/governance exposure . |
| Louisiana State University Board of Supervisors | Board member; prior Chair and committee chair | 2008–2020 | Higher-ed governance, leadership credentials . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Key Perquisites (2024) |
|---|---|---|---|
| 2024 | 551,050 | 29,398 | 401(k) contribution $8,438; vehicle allowance $11,550; life insurance premiums $4,029; club dues $5,381 |
| 2023 | 524,300 | 35,031 | — |
| 2022 | 484,150 | 29,411 | — |
Base salary was also disclosed at $556,400 as of 12/31/2024 in the employment agreement summary; Compensation Committee approved a 4% 2024 base increase from $535,000 .
Performance Compensation
Annual Cash Incentives
- Plan design: Discretionary Incentive Bonus Plan; performance-based and subject to annual change; not defined by fixed targets (no specific metric weightings disclosed) .
- Actual paid: 2024 bonus $345,000; 2023 $325,000; 2022 $280,000 .
| Year | Metric | Target | Actual/Payout |
|---|---|---|---|
| 2024 | Discretionary cash incentive | Not disclosed (discretionary) | $345,000 |
| 2023 | Discretionary cash incentive | Not disclosed (discretionary) | $325,000 |
| 2022 | Discretionary cash incentive | Not disclosed (discretionary) | $280,000 |
Long-Term Incentives (Equity)
- Vehicle: Time-vested restricted stock under 2018 Plan; typical five-year ratable vesting; no options currently granted .
- 2024 grants to CEO: 1,300 shares on 4/1/2024 (grant-date fair value $62,907) .
- 2024 vesting realized value: 350 shares vested; value realized $16,836 (pre-tax) .
| Grant Date | Shares | Vesting | Grant-date Fair Value ($) |
|---|---|---|---|
| 4/1/2024 | 1,300 | 20% on each of 4/1/2025–2029 | 62,907 |
Outstanding and Upcoming Vesting
| Unvested Tranche | Shares | Vesting Schedule |
|---|---|---|
| 7/1/2021 grant | 300 | 50% on 7/1/2025 and 50% on 7/1/2026 |
| 4/1/2023 grant | 800 | 25% on each of 4/1/2025–2028 |
| 4/1/2024 grant | 1,300 | 20% on each of 4/1/2025–2029 |
- Next-12-month vesting (2025): 150 (7/1/2025) + 200 (4/1/2025) + 260 (4/1/2025) = 610 shares; at $53.98 (12/31/2024 close), ≈$32.9k pre-tax potential sellable supply if shares are sold upon vest .
Pay vs. Performance (context)
| Year | PEO Total Comp (SCT) ($) | PEO Compensation Actually Paid (CAP) ($) | TSR (Value of $100) | Net Income ($000s) |
|---|---|---|---|---|
| 2024 | 1,143,264 | 1,145,386 | 102.80 | 34,235 |
| 2023 | 1,058,225 | 1,068,210 | 106.11 | 34,879 |
| 2022 | 902,838 | 901,359 | 95.95 | 36,916 |
Notes: TSR is cumulative value of $100 invested since 12/31/2021; Peer Group = S&P US Small Cap Banks Index .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| R. Blake Chatelain | 161,996 | 2.4% (of 6,777,657 shares) | Includes 120,846 jointly held with spouse and 2,400 unvested restricted shares . |
| All directors and officers (13) | 1,080,682 | 15.9% | Concentrated insider ownership. |
- Stock ownership guidelines: CEO required to hold shares equal to 5x salary; all covered NEOs have satisfied guidelines .
- Hedging/pledging: Short sales and exchange-traded options prohibited; hedging strongly discouraged and must be pre-cleared; margin accounts prohibited; pledging requires pre-approval with demonstration of repayment capacity .
- Pledging by CEO: No pledging disclosed in footnotes; policy requires pre-approval for any pledging .
Employment Terms
| Term | Key Provision |
|---|---|
| Title/Service | President & CEO of Bank and Company; director since 1998 . |
| Employment Agreement | Amended & Restated 8/12/2021; evergreen daily extension to maintain a rolling 3-year term . |
| Base Salary Floor | Annual minimum 3% salary increase; eligible for benefit and incentive plans, vehicle allowance, club memberships, health insurance . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: monthly base salary × months remaining in term + continued benefits; plus 2× average annual discretionary bonus over prior 3 years . |
| Severance (CIC window) | If terminated without cause or resigns for good reason within 6 months before or 24 months after a CIC: same salary/benefits; bonus multiple increases to 3× average bonus . |
| COBRA | Health premiums paid for applicable continuation period upon death, disability, good reason resignation, or termination without cause . |
| Non-compete/Non-solicit | Not specifically disclosed in proxy summary; no garden leave disclosed (search of proxy) . |
| Clawback | Company must recoup incentive-based pay tied to financial reporting measures if a restatement occurs; Company notes it does not currently award incentives based wholly or in part on financial reporting metrics . |
| Change-in-Control acceleration | Restricted stock vests on death, disability, or involuntary termination without cause; CIC accelerates per plan . |
| Tax Gross-ups | No excise tax gross-ups provided under CIC arrangements . |
Estimated Payments if Separation on 12/31/2024 (from proxy)
| Scenario | Severance ($) | SERP PV ($) | RS Accelerated ($) | Split-Dollar Proceeds ($) | Total ($) |
|---|---|---|---|---|---|
| Death | 2,332,327 | 1,163,183 | 129,552 | 1,500,000 | 5,125,062 |
| Without Cause / Good Reason | 2,332,327 | 1,163,183 | 129,552 | — | 3,625,062 |
| Change in Control | 2,648,994 | 1,384,742 | 129,552 | — | 4,163,288 |
SERP: Normal retirement benefit payable post-11/12/2028 over 15 years; CEO SERP restated 8/6/2024 with no material changes; present value at 12/31/2024 = $1,163,183 . Split-dollar death benefit for CEO: $1.4m plus supplemental $100k .
Board Governance
- Structure: 10-member Company board; 9 independent directors (CEO not independent); separate non-executive Chair (Teddy R. Price). Independent directors held four executive sessions in 2024; Chair presides if independent .
- Committees: Audit (Torbett—Chair; Obey; Thompson), Compensation (Price—Chair; Crowell; Thompson), Nominating & Governance (Price—Chair; Crowell; Torbett; Moreau); all independent .
- CEO’s committee roles: Member of Company Executive Committee; at Bank, sits on ALCO, Compensation Committee, and Directors’ Loan Committee .
- Attendance: Board met 8 times in 2024; all incumbent directors attended ≥75% of meetings; six of eleven then-directors attended 2024 annual meeting .
- Policies: Executive stock ownership guidelines, anti-hedging/pledging, and clawback policy in force .
- Director fees: Employee directors (incl. CEO) receive no additional compensation for board service .
Board service history: Chatelain has served as Company director since 1998 .
Director Compensation (context, CEO as employee receives none)
Non-employee director program includes $10,000 annual retainer and meeting fees; some directors elected stock in lieu of cash; employee directors receive $0 for board service .
Compensation Peer Group and Consultant
- Consultant input: Compensation Committee used market data from Blanchard Consulting Group; the last market analysis used 2022 data and a peer group of 19 Southeastern/Southern publicly traded banks (e.g., Business First, Home Bancorp, SmartFinancial, Triump Financial, USCB, etc.) .
- Target positioning/percentiles not specified; Committee reviewed philosophy, base increases, 2024 equity grants, and NEO contracts .
Peer group list includes: Business First Bancshares; Capital City Bank Group; CapStar; Colony Bankcorp; First Guaranty Bancshares; Great Southern Bancorp; Guaranty Bancshares; Home Bancorp; Investar; MetroCity Bankshares; River Financial; SmartFinancial; South Plains Financial; Southern Missouri Bancorp; Southern States Bancshares; Third Coast Bancshares; Triumph Financial; USCB Financial; Wilson Bank Holding .
Related Party Transactions and Other Red Flags (context)
- 2024 privately negotiated share repurchases from Simpson family trusts (affiliates >5% at time): 200k shares for ~$10.0m (Mar 13, 2024), 60k shares for ~$3.0m (Aug 8, 2024), 50k shares for ~$2.5m (Nov 5, 2024), each at discounts to VWAP windows; approved by Nominating & Governance Committee and Board .
- Ordinary banking relationships with officers/directors: ~$28.6m loans outstanding and ~$9.5m unfunded commitments as of 12/31/2024; none categorized as nonaccrual/past due/restructured at proxy date .
- Family relationship disclosure: CEO is first cousin of Tammi R. Salazar (EVP/COO); she is spouse of Bryon C. Salazar (EVP/Chief Banking Officer) .
Performance & Track Record (highlights under his tenure)
- 2024 actions under CEO: dividend increase to $0.36/share (+12.5% YoY), 4.6% share count reduction via repurchases (EPS benefit $0.14), NIM and EPS improved YoY, and continued Louisiana market expansion (new New Orleans center; property purchase in Lafayette) .
- Third-party recognition: S&P Global Market Intelligence ranked Red River Bank #15 best-performing community bank (assets $3–10bn) for 2023; American Banker “2024 Best Banks to Work For”; Bank Director ranked RRBI #9 among public banks < $5bn assets .
- Pay vs performance: From 2022–2024, PEO CAP rose 27% with TSR +7% and net income down 7%, driven partly by equity award timing and SERP vesting schedule changes for non-PEO NEOs (no change in total benefits, but accelerated vesting schedules recorded in CAP) .
Equity Ownership & Vesting Detail (trading signal focus)
| As of 12/31/2024 | Amount |
|---|---|
| Unvested RS held | 2,400 shares |
| Next 12 months vest (est.) | 610 shares in 2025 (150 on 7/1/2025; 200 on 4/1/2025; 260 on 4/1/2025) |
| Reference price | $53.98 (12/31/2024 close) |
Implication: Modest annual vesting may create periodic Form 4 activity; overall scale small relative to holdings/float .
Employment & Retirement Economics (retention/exit)
- SERP PV at 12/31/2024 = $1,163,183; CEO’s normal benefit payable after 11/12/2028 over 15 years; BOLI supports SERP funding (company BOLI cash surrender value $30.4m) .
- Split-Dollar death benefit for CEO = $1.4m + $100k supplemental; offsets to extent SERP benefits paid post full benefit date .
Board Governance: Dual-role implications
- Chair and CEO roles are separated, with independent non-executive Chair (Price), and 9/10 independent directors; executive sessions held without management .
- CEO is a member of the Bank’s Compensation Committee while Company Compensation Committee remains fully independent—an area to monitor for potential perceived conflicts at the subsidiary level; Company CEO pay is set by independent Compensation Committee .
Say-on-Pay and Shareholder Feedback
- 2025 marks RRBI’s first Say-on-Pay and Say-on-Frequency votes; Board recommends “FOR” Say-on-Pay and biennial frequency .
Risk Indicators & Red Flags
- Incentive structure: Annual bonus is discretionary and not tied to explicit, disclosed metrics; LTI is purely time-based RS, lowering performance leverage (no PSUs/options) .
- CIC economics: 3× average bonus multiple plus salary/benefits within CIC window; estimated CIC payout $2.65m severance plus SERP PV and RS acceleration as of 12/31/2024 .
- Hedging/pledging controls: Strong restrictions; no pledging disclosed .
- Family ties in management: CEO is first cousin to EVP/COO; spouse-to-spouse tie among senior execs—disclosed per SEC rules .
- Clawback policy exists; currently no incentive pay tied to financial reporting measures (limits clawback applicability in many scenarios) .
Investment Implications
- Alignment: Meaningful ownership (2.4%), 5× salary ownership guideline satisfied, and anti-hedging/pledging policies indicate solid alignment; moderate sell pressure from scheduled RS vests (~610 shares in 2025) is immaterial to float .
- Pay-for-performance: Cash bonus is discretionary; equity is time-based; absence of PSUs/metric-based equity may dampen performance sensitivity, though TSR/CAP relationship has been reasonable amid rate-driven earnings pressure .
- Retention/exit: Evergreen 3-year term, SERP value, and CIC protections (3× bonus multiple) support retention but could be costly in a sale; no excise gross-ups .
- Governance: Independent Chair and committees, robust policies, and board refreshment (new director 2024) are positives; CEO’s participation on the Bank’s Compensation Committee is a watchpoint, though Company compensation oversight remains independent .
- Operating execution: 2024 capital returns (buybacks/dividend increase) and market expansion under CEO support shareholder returns; continued NIM/EPS improvement with conservative credit metrics (per ordinary related-party loan performance) bolster confidence .
Source documents: 2025 DEF 14A (filed 3/14/2025) and 2024 Form 10-K (filed 3/14/2025). All data and quotes cited inline.