RED RIVER BANCSHARES INC
For the period ended Dec 31, 2025. Filed Mar 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 13, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)INFORMATION REQUIRED IN PROXY STATEMENTSCHEDULE 14A INFORMATIONProxy Statement pursuant to Section 14(a) of theSecurities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Dear Fellow Shareholder:
You are cordially invited to attend the annual meeting of the shareholders of Red River Bancshares, Inc. Our annual meeting will be held at our headquarters, located at 1412 Centre Court Drive, Alexandria, Louisiana 71301, on Thursday, May 7, 2026, beginning at 2:00 p.m. Central Daylight Time.
We have elected to provide access to our proxy materials by Internet in accordance with the Securities and Exchange Commission’s “notice and access” rules. Accordingly, on or about March 13, 2026, we are mailing a Notice of Internet Availability of Proxy Materials to all shareholders of record as of the close of business on February 27, 2026, explaining how to access all of our proxy materials and vote their shares, as well as instructions on how to request a paper or e-mail copy of our proxy materials. These proxy materials will be available free of charge. We continue to focus on ways of improving how our shareholders can access information about us and believe that providing our proxy materials by Internet increases the ability of our shareholders to access the information they need, while at the same time reducing the cost and materials of our annual meeting.
To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting in person. For instructions on voting, please refer to the instructions in the Notice of Internet Availability of Proxy Materials that you received in the mail or, if you requested a paper copy of the proxy materials, on the accompanying proxy card. You can request to receive proxy materials via the Internet, by email, or by telephone, and you can vote via the Internet, by mail, by telephone, or in person at the annual meeting. You will find our proxy statement, 2025 Annual Report to Shareholders, and other important information at our website: www.redriverbank.net.
Your vote is important. We hope that you will be able to attend the 2026 annual meeting of shareholders. We appreciate your continued support of the Company.
| R. Blake Chatelain | Teddy R. Price |
|---|---|
| President and Chief Executive Officer | Chair of the Board |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 7, 2026
You are hereby invited to attend the 2026 annual meeting of shareholders of Red River Bancshares, Inc.
WHEN Thursday, May 7, 2026, beginning at 2:00 p.m. Central Daylight Time.
WHEREThe annual meeting will be held at our headquarters, located at 1412 Centre Court Drive, Alexandria,
Louisiana 71301, in the Board room on the third floor.
RECORD Shareholders of record as of the close of business on February 27, 2026 will be entitled to notice
DATE of and to vote at the 2026 annual meeting of shareholders.
ITEMS OF 1. To elect eight directors to serve on our board of directors until our 2027 annual meeting of
BUSINESS shareholders, or until their successors are duly elected and qualified;
- To ratify the appointment of EisnerAmper LLP as our independent registered public
accounting firm for the year ending December 31, 2026; and
- Such other business as may properly come before the annual meeting or any adjournment
or postponement of the annual meeting.
PROXY Our proxy materials, which include the proxy statement, proxy card, and 2025 Annual
MATERIALS Report to Shareholders, are first being made available to shareholders on or about March 13,
- You may access the proxy materials electronically under the “SEC Filings” tab on the
“Investor Relations” page of our website atwww.redriverbank.net or by visiting the website
www.proxydocs.com/RRBI referenced on your Notice of Internet Availability of Proxy Materials.
BY ORDER OF THE BOARD OF DIRECTORS
R. Blake Chatelain
President and Chief Executive Officer
TABLE OF CONTENTS
| IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS | 1 |
|---|---|
| PROPOSAL ONE — ELECTION OF DIRECTORS | 2 |
| Information Regarding Director Nominees | 2 |
| Vote Required to Approve Directors | 4 |
| CORPORATE GOVERNANCE | 4 |
| Director Selection Process and Director Qualifications | 5 |
| Director Resignation Policy | 5 |
| Incentive Compensation Clawback Policy | 5 |
| Executive Stock Ownership Guidelines | 5 |
| Insider Trading Policy; Hedging Restrictions | 5 |
| Board Independence | 6 |
| The Role of Our Board of Directors | 6 |
| Board Leadership Structure | 6 |
| Risk Management and Oversight | 7 |
| Board Committees | 7 |
| Audit Committee | 7 |
| Compensation Committee | 8 |
| Nominating and Corporate Governance Committee | 8 |
| Director Attendance | 9 |
| Succession Planning | 9 |
| Director Education | 9 |
| Certain Relationships and Related Person Transactions | 10 |
| Ordinary Banking Relationships | 10 |
| Code of Conduct for Directors and Employees | 11 |
| Shareholder Communications with the Board | 11 |
| COMPENSATION OF DIRECTORS | 12 |
| BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS | 13 |
| EXECUTIVE COMPENSATION | 15 |
| Compensation Discussion and Analysis | 15 |
| Overview | 15 |
| Named Executive Officers | 15 |
| 2025 Financial and Strategic Highlights | 15 |
| Executive Compensation Objectives and Philosophy | 15 |
| Role of Compensation Committee | 16 |
| Use of the Compensation Consultant | 16 |
| Role of Management | 16 |
| Role of Shareholders | 17 |
| 2025 Say on Pay and Say When on Pay | 17 |
| Overview of Executive Compensation Program | 18 |
| Base Salary | 18 |
| Annual Cash Incentive Awards | 19 |
| Long-Term Incentive Awards | 19 |
| Supplemental Executive Retirement Plan | 19 |
| Benefits and Perquisites | 19 |
| Severance and Change in Control Benefits | 20 |
| Clawback Policy | 20 |
| Executive Stock Ownership Guidelines | 20 |
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| Restrictions Regarding Hedging or Pledging of Common Stock | 20 |
|---|---|
| Equity Grant Timing Practices | 21 |
| Effect of Compensation Policies and Practices on Risk Management and Risk-Taking Incentives | 21 |
| Compensation Committee Interlocks and Insider Participation | 21 |
| REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS | 21 |
| EXECUTIVE COMPENSATION TABLES | 22 |
| Summary Compensation Table | 22 |
| Grants of Plan-Based Awards | 23 |
| Outstanding Equity Awards as of December 31, 2025 | 24 |
| Stock Vested for Fiscal 2025 | 25 |
| Equity Compensation Plan Information as of December 31, 2025 | 25 |
| Pension Benefits | 25 |
| CEO Pay Ratio | 26 |
| Pay vs. Performance | 26 |
| Potential Payments Upon Termination or Change in Control | 29 |
| Employment Agreement | 29 |
| Change in Control Agreements | 29 |
| Restricted Stock Agreements | 30 |
| Split-Dollar Agreements | 30 |
| Estimated Payments upon a Termination or Change in Control | 31 |
| PROPOSAL TWO — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED ACCOUNTING FIRM | 32 |
| REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 33 |
| Independent Auditors | 33 |
| Fees to Independent Auditors | 33 |
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING | 35 |
| SHAREHOLDER PROPOSALS AND NOMINATIONS FOR 2027 ANNUAL MEETING | 39 |
| COST OF ANNUAL MEETING AND PROXY SOLICITATION | 40 |
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held on Thursday, May 7, 2026
The date of this proxy statement is March 13, 2026.
In this proxy statement, when we refer to “Red River Bancshares,” “the Company,” “our Company,” “we,” “our,” and “us,” we are referring to Red River Bancshares, Inc. When we refer to “the Bank,” we are referring to Red River Bank, our wholly-owned subsidiary.
This proxy statement contains information about our 2026 annual meeting of shareholders. The meeting is scheduled to be held on Thursday, May 7, 2026, beginning at 2:00 p.m. Central Daylight Time, at our corporate headquarters, located at 1412 Centre Court Drive, Alexandria, Louisiana 71301.
We are furnishing this proxy statement in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of shareholders and for any adjournment or postponement of the meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.