8-K: Origin Bancorp to Reduce Board Size, Enhancing Corporate Governance

Origin Bancorp announces that five board members will not stand for reelection, reducing the board size from 16 to 11.

Summary

• Origin Bancorp, Inc. announced that five members of its Board of Directors will not stand for reelection at the 2025 Annual Meeting of Stockholders.
• This decision will decrease the size of the Board from 16 to 11 directors.
• The Nominating and Corporate Governance Committee studied the optimal Board size and composition in relation to the Company's continued growth.
• The board believes reducing its size will better align with governance best practices.
• The five directors not standing for election are Jay Dyer, Farrell Malone, Lori Sirman, Elizabeth Solender, and Steve Taylor.
• The company expects to hold its 2025 Annual Meeting on April 23, 2025.
• The changes to the Board composition are not being made as a result of any disagreement between the departing directors and the Company.

Sentiment

Score: 7

Explanation: The announcement is generally positive, focusing on improved corporate governance and efficiency. The departure of directors is presented as a strategic decision, not due to any disagreements.

Positives

• The reduction in board size is expected to enhance corporate governance.
• The company believes a smaller board will be more efficient.
• The remaining board members are highly qualified with relevant backgrounds and skills.
• Departing directors recognize that right-sizing the Board is in the Company's best interests moving forward.

Future Outlook

The company anticipates a more efficient Board of Directors that will support management in driving the Company's strategy and future growth.

Management Comments

• 'Each of these directors has made invaluable contributions to our Company and we are grateful for their service,' said Drake Mills, Chairman, President and CEO of Origin Bancorp, Inc.
• 'Their expertise helped Origin through periods of significant transformation and growth.'
• 'It is a credit to their stewardship that these directors each recognize that right-sizing the Board is in the Company's best interests moving forward.'
• 'With these changes, we will have a smaller, more efficient Board of Directors, consistent with our commitment to best-in-class corporate governance,' added Michael Jones, Chair of the Boards Nominating and Corporate Governance Committee.
• 'We have been intentional in the composition of a Board that will continue to be made up of highly qualified directors who each bring relevant backgrounds and skills to support management in driving the Company's strategy and future growth, including experience in the banking and financial services industries as well as in executive leadership, strategic and financial planning, and risk management.'

Industry Context

In the financial services industry, it's common for companies to adjust their board size and composition to align with best practices in corporate governance and to improve efficiency.

Comparison to Industry Standards

• Many financial institutions periodically review their board structure to ensure it aligns with the company's size, complexity, and strategic goals.
• Smaller, more focused boards are often seen as more efficient and agile in decision-making.
• Companies like JPMorgan Chase and Bank of America have larger boards due to their size and complexity, while smaller regional banks often have boards closer to the size Origin Bancorp is targeting.

Management Changes

Stakeholder Impact

• Shareholders may view the board reduction positively if it leads to more efficient decision-making and improved corporate governance.
• Employees are unlikely to be directly impacted by the board changes.
• Customers and suppliers are unlikely to be directly impacted by the board changes.
• Creditors are unlikely to be directly impacted by the board changes.

Next Steps

• Nomination of incumbent directors for election at the 2025 Annual Meeting.
• Holding the 2025 Annual Meeting on April 23, 2025.

Key Dates