DEFA14A: Origin Bancorp Defends Director Nominees Amid Attendance Concerns

Origin Bancorp addresses stockholder concerns regarding the attendance records of director nominees Daniel Chu and Stacey Goff, emphasizing their continued value and commitment to the board.

Summary

• Origin Bancorp is addressing stockholder feedback regarding the attendance records of director nominees Daniel Chu and Stacey Goff.
• While Chu and Goff did not meet the 75% attendance threshold for board and committee meetings in 2023, the company asserts they remained actively engaged and effective directors.
• The company highlights consistent communication between the directors, the Chairman, Lead Independent Director, relevant committees, and management.
• Origin Bancorp emphasizes the unique expertise and leadership skills Chu and Goff bring to the board, contributing to its diversity and effectiveness.
• Both directors have pledged to attend at least 75% of board and committee meetings in 2024.
• The board believes re-electing Chu and Goff is in the best interests of the company and its stockholders.

Sentiment

Score: 6

Explanation: The document attempts to address a negative issue (low director attendance) with a positive spin, emphasizing the directors' continued value and commitment. The pledge to improve attendance in 2024 is a positive step, but the underlying issue remains a concern.

Positives

• The company is responsive to stockholder feedback.
• Directors Chu and Goff maintain consistent communication with the Chairman, Lead Independent Director, relevant committees, and management.
• The company values the unique expertise and leadership skills Chu and Goff bring to the board.
• Chu and Goff have pledged to attend at least 75% of board and committee meetings in 2024.

Negatives

• Directors Chu and Goff did not meet the 75% attendance threshold for board and committee meetings in 2023.

Risks

• Continued low attendance by directors could raise concerns among stockholders.
• Failure to meet the pledged 75% attendance in 2024 could damage the directors' and the company's reputation.

Future Outlook

Directors Chu and Goff each has personally pledged his commitment in 2024 to attend at least 75 percent of the aggregate of the total number of meetings of the board of directors and the total number of meetings held by all of the committees of the board on which they serve.

Management Comments

• We believe it is important to maintain a board that is diverse, is visible in the community, represents our geographic markets, possesses the appropriate business and banking acumen to direct our company, and represents the interests of all stockholders.
• We feel that directors Daniel Chu and Stacey Goff continue to bring unique, diverse, and specific expertise to the board which provides them with the perspective and leadership skills needed to fulfill their roles effectively as directors.
• As such, we strongly believe that it is in the best interests of the company and its stockholders to re-elect directors Chu and Goff.

Industry Context

In the banking industry, active and engaged board members are crucial for effective oversight and strategic decision-making. Attendance at board and committee meetings is generally considered a key indicator of director engagement. Companies often face scrutiny from shareholders and governance watchdogs if directors have poor attendance records.

Comparison to Industry Standards

• Many institutional investors and proxy advisory firms, such as ISS and Glass Lewis, have specific guidelines regarding director attendance.
• A director's attendance record below 75% can trigger negative recommendations against their re-election.
• Companies like JPMorgan Chase, Bank of America, and Citigroup emphasize director attendance and engagement in their corporate governance guidelines.

Stakeholder Impact

• Stockholders may be concerned about the low attendance records of directors Chu and Goff.
• The company's response aims to reassure stockholders of the directors' continued value and commitment.
• The pledge to improve attendance in 2024 could positively impact stockholder confidence.

Next Steps

• Stockholder vote on the re-election of directors Chu and Goff.
• Directors Chu and Goff are expected to attend at least 75% of board and committee meetings in 2024.

Keywords

Origin Bancorp, director nominees, Daniel Chu, Stacey Goff, board attendance, corporate governance, stockholders