Business Context and Reporting Period
This Form 8-K Current Report was filed by Origin Bancorp, Inc. on December 7, 2022. The filing discloses corporate governance actions taken by the Board of Directors and Compensation Committee regarding executive compensation arrangements.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on the approval of a deferred compensation plan and a specific equity award.
Material Changes and Executive Compensation
- Nonqualified Deferred Compensation Plan (DCP): Approved on December 7, 2022, effective January 1, 2023. The plan allows named executive officers to defer base salary, bonuses, or stock units. Company contributions are subject to a 5-year ratable vesting schedule, with acceleration provisions for change in control, death, disability, or retirement.
- One-Time Stock Award to CEO: A special award valued at $10,000,000 was approved for Drake Mills, President and CEO. The award consists of 129,736 Restricted Stock Units (RSUs) and 129,735 Performance Units (PSUs), effective December 13, 2022.
- Retention Covenant: In exchange for the award, Mr. Mills agreed to a 2-year non-competition covenant.
Outlook, Risks, and Vesting Conditions
The vesting of the CEO's award is tied to long-term employment and stock performance:
- RSU Vesting: Vests in five approximately equal installments over seven years (anniversaries 3 through 7 of the Grant Date), contingent on continued employment.
- PSU Vesting: Tied to five stock price hurdles over a seven-year performance period. Each hurdle requires a 20% price appreciation over the 20-day average closing price as of the Grant Date, maintained for 20 consecutive days. Full vesting requires 100% total appreciation.
- Termination Provisions: If employment is terminated without cause or resignation for good reason, achieved RSUs vest immediately, and unearned PSUs remain eligible to vest if stock price hurdles are met.
Investor Verification Checklist
- Verify the full text of the Origin Bank Nonqualified Deferred Compensation Plan and the specific award agreements for the CEO, which are filed as exhibits to the Form 10-K for the fiscal year ending December 31, 2022.
- Confirm the 20-day average closing price of OBNK stock as of December 13, 2022, to calculate the specific stock price targets required for PSU vesting.
- Review the 2012 Stock Incentive Plan to understand the broader context of the equity grant.
- Monitor future filings for any changes to the vesting schedule or performance hurdles.