ORIGIN BANCORP INC (OBK)
Sector: Financials
2026 Annual Meeting Analysis
ORIGIN BANCORP INC · Meeting: April 22, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since 2013 with deep banking and legal expertise; no overboarding, independence, or attendance concerns; 3-year TSR of +23.6% is positive but lags the financial sector ETF by 35.4pp, which meets the trigger threshold for positive absolute returns (>20%), but the required threshold at this return level is 50pp underperformance — not met here, so no TSR trigger fires.
Director since 1999 with energy and transportation management experience; holds one outside public board seat (Genesis Energy) which does not trigger the overboarding rule; TSR trigger does not fire at this underperformance level.
Director since 2021 with litigation and legal expertise; joined within the period where underperformance was already partly established, and tenure covers less than the full underperformance period; no other governance concerns identified.
Director since 2021 with entrepreneurial and agricultural business experience; related-party transactions involving her husband's employment and lease arrangements are disclosed and reviewed under the company's related-party policy; the board has designated her as independent; no overboarding or attendance flags.
Director since 2019 with academic leadership, legal, and public policy experience; serves on the Cleco Corporation board but total public board seats do not exceed the overboarding threshold; no other governance concerns.
Director since 2020 with extensive public company legal and governance expertise from Lumen Technologies; chairs the Compensation Committee; no overboarding, attendance, or independence concerns identified.
Director since 2024 with over 40 years of financial institution audit experience and CPA credentials; joined within the past 24 months and is therefore exempt from the TSR trigger under policy; qualifies as audit committee financial expert.
Director since 1991 with CPA and Certified Fraud Examiner credentials and long community banking experience; serves on the Audit Committee with appropriate financial expertise; no overboarding or attendance concerns.
Director since 2017 with healthcare industry and community experience; no overboarding concerns; the 3-year absolute TSR of +23.6% does not trigger the 50pp peer underperformance threshold required at this return level.
Chairman, President and CEO since 2008 with over 40 years of banking experience; as an executive director he is subject to the same TSR trigger — OBK's 3-year absolute return of +23.6% means the required peer underperformance threshold is 50pp, and at -35.4pp below the sector ETF that threshold is not met, so no trigger fires; Say on Pay screens separately support a FOR vote.
All ten director nominees pass the policy screens. The company's 3-year stock return is a positive +23.6%, which means the TSR underperformance trigger requires at least 50 percentage points of lag versus peers — the actual lag of approximately 35pp versus the sector ETF does not reach that bar. No directors are overboarded, all attended at least 75% of meetings, audit committee members have appropriate financial credentials, and no non-independent directors sit on the audit or compensation committees.
Say on Pay
✓ FORCEO
Drake Mills
Total Comp
$2,640,828
Prior Support
96.6%%
CEO Drake Mills received total compensation of approximately $2.64 million, which is reasonable for a CEO of a $1.3 billion market cap community bank in the financial services sector. The pay program is well-structured: 67% of the CEO's target pay is performance-based (at-risk), the company maintains a meaningful clawback policy, performance stock awards require real three-year performance hurdles with no payout below 85% of target, and the 2023 performance stock awards actually paid out at 0% — demonstrating that the performance conditions have real teeth. The prior year Say on Pay vote received 96.6% support, signaling strong shareholder endorsement of the pay structure.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$967,000
Non-Audit Fees
$39,000
Non-audit fees (audit-related fees of $39,000) represent approximately 4% of audit fees ($967,000), well below the 50% threshold that would raise independence concerns. No material restatements are disclosed. Auditor tenure is not explicitly stated in the proxy so the tenure trigger cannot fire per policy. Forvis Mazars is a large national firm appropriate for a $1.3 billion market cap regional bank.
Overall Assessment
This is a routine annual meeting ballot with no contested directors, no stockholder proposals, and no major governance red flags. The primary items of note are the Amended Omnibus Incentive Plan (not evaluated under current policy) and an executive compensation program that receives a FOR recommendation based on reasonable pay levels, a genuinely performance-linked structure, and strong 96.6% prior-year shareholder support.