Teddy R. Price
About Teddy R. Price
Teddy R. Price (age 61) is the independent, non‑executive Chair of the Board of Red River Bancshares, Inc. and Red River Bank, serving on the board since 1998. He is President, CEO, and owner of Central Management Company, Inc. (one of the largest owners/operators of long‑term care facilities in Louisiana) since 1986; previously a director of Rapides Bank & Trust Company until its 1998 sale to Bank One. He is a director of the Louisiana Nursing Home Association and the Central Louisiana Economic Development Alliance, and is a graduate of Northeast Louisiana University. His board leadership includes chairing the Company’s Compensation Committee, Nominating & Corporate Governance Committee, and Executive Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rapides Bank & Trust Company (subsidiary of First Commerce Corporation) | Director | Until 1998 acquisition by Bank One | Prior bank board experience |
| Central Management Company, Inc. (long‑term care operator) | President, CEO, Owner | Since 1986–Present | Operates one of the largest long‑term care facility portfolios in Louisiana |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Louisiana Nursing Home Association | Director | Not disclosed | Industry association board service |
| Central Louisiana Economic Development Alliance | Director | Not disclosed | Regional economic development board service |
Board Governance
- Structure and independence
- Price is independent; the board determined 9 of 10 directors are independent (all except CEO R. Blake Chatelain). Chair and CEO roles are separated; Price, as independent Chair, presides over executive sessions of independent directors.
- Committee leadership and assignments
- Company: Chair of Compensation; Chair of Nominating & Corporate Governance; Chair of Executive Committee; not on Audit. Bank: Chair of Compensation; member of Directors’ Loan Committee.
- Meeting cadence, attendance, and engagement
- 2024 meetings: Board (8), Audit (11), Compensation (2), Nominating & Corporate Governance (1); Executive Committee did not meet. All incumbent directors attended ≥75% of their board/committee meetings; independent directors met in four executive sessions.
- Shareholder voting signals (May 1, 2025 annual meeting)
- Director election support for Price: 3,824,766 For; 200,899 Withheld; 1,171,576 broker non‑votes. Relative to peers, Price received the highest withhold votes, a potential engagement flag for investors.
Committee Roles (Company-level)
| Committee | Role |
|---|---|
| Compensation | Chair |
| Nominating & Corporate Governance | Chair |
| Executive Committee | Chair (not standing; no 2024 meetings) |
| Audit | Not a member (Torbett Chair; Obey and Thompson members) |
Fixed Compensation (Director)
| Component | Amount/Mechanics |
|---|---|
| Annual retainer (non‑employee directors) | $10,000 |
| Board meeting fee | $1,500 per meeting |
| Audit Chair meeting fee | $500 per Audit Committee meeting |
| Audit member meeting fee | $300 per Audit Committee meeting |
| Other committee meeting fee | $200 per meeting |
| Equity in lieu of board meeting cash | Optional: board attendance fees may be taken in Company stock; shares issued Jan 31 following year at prior year’s accrued fees / closing price (no vesting restrictions). Committee fees paid only in cash. |
2024 Director Compensation – Teddy R. Price
| Year | Fees Earned/Paid in Cash | Fees Paid in Company Stock | Total |
|---|---|---|---|
| 2024 | $14,700 | $13,514 (issued 1/31/2025 based on $55.80 per share) | $28,214 |
Directors are reimbursed for reasonable expenses and benefit from indemnification under Company and Bank governing documents.
Performance Compensation
- No stock options are currently granted by the Company; non‑employee director pay consists of cash retainers/meeting fees with an option to receive board meeting fees in stock (no vesting). No PSUs/RSUs, performance hurdles, or option awards for directors are disclosed.
| Performance‑Linked Element | Metric(s) | Weighting | Performance Period | Result/Payout |
|---|---|---|---|---|
| None disclosed for non‑employee directors | — | — | — | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Price |
| Private/non‑profit/industry boards | Louisiana Nursing Home Association – Director; Central Louisiana Economic Development Alliance – Director |
| Interlocks/conflicts flagged | None disclosed in proxy; related party transaction disclosure does not include Price. |
Expertise & Qualifications
- 35+ years operating experience leading a large long‑term care operator; deep healthcare services exposure and prior bank directorship.
- Board leadership as independent Chair; presides over executive sessions, supports risk oversight and separation of Chair/CEO.
- Governance oversight emphasis via chairing Compensation and Nominating & Corporate Governance committees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Teddy R. Price | 440,671 | 6.5% | Includes 65,106 shares held by Kisatchie Industries, LLC (Price as Manager) and 6,070 shares held by spouse. |
- Director ownership baseline: By‑laws require director nominees to own shares with an aggregate book value ≥ $20,000. No separate director ownership multiple is disclosed.
- Hedging/pledging: Insider Trading Policy prohibits margin accounts, short sales, and exchange‑traded derivatives; hedging is strongly discouraged and any pledging requires pre‑clearance and proof of repayment capacity. No pledging by Price is disclosed.
Governance Assessment
-
Positives
- Independent, non‑executive Chair with long tenure and sector operating expertise; separation of Chair/CEO roles and executive session leadership enhance oversight.
- Robust committee influence (chairs Compensation and Nominating & Corporate Governance); committee independence affirmed; interlocks/insider participation controls in place.
- Material insider ownership (6.5%) aligns interests; anti‑hedging and pledging controls strengthen alignment.
- Strong say‑on‑pay support (For 3,794,412 vs Against 59,118) and clear cadence on biennial pay votes.
-
Watch items / potential red flags
- Elevated withhold votes for Price (200,899) vs other nominees at 2025 meeting—suggests some shareholder scrutiny of leadership/committee roles; continued engagement recommended.
- Director ownership policy is a minimum book‑value threshold rather than a market‑value multiple; no separate director stock ownership guideline disclosed beyond the by‑law minimum.
- Executive Committee chaired by Price did not meet in 2024—no issue per se, but reinforces that effective oversight occurs primarily through standing committees.
-
Related‑party and conflicts review
- RPT policy assigns review of related party transactions to the Nominating & Corporate Governance Committee (which Price chairs); disclosure lists a 2024 repurchase from Simpson trusts, but no Price‑involved RPTs.
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Board activity and attendance
- 2024 activity: Board (8), Audit (11), Compensation (2), Nominating & Corporate Governance (1); independent director executive sessions (4). All directors met ≥75% attendance.