Red River Bancshares (RRBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 1, 2025, at company headquarters in Alexandria, Louisiana, with proxy materials distributed electronically to shareholders of record as of February 28, 2025.

• Shareholders can vote on four main proposals: election of directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of the external auditor.

• Proxy materials and annual report are available online, with options for shareholders to request paper copies and vote via multiple channels.

Voting matters and shareholder proposals

• Election of 10 directors to serve until the 2026 annual meeting.

• Advisory vote to approve executive compensation (Say-On-Pay) and to determine the frequency of future Say-On-Pay votes, with the board recommending every two years.

• Ratification of EisnerAmper LLP as the independent registered public accounting firm for 2025.

• Shareholder proposals and nominations for the 2026 annual meeting must be submitted by November 20, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board consists of 10 members, with 9 deemed independent under Nasdaq rules.

• Separate roles for CEO and Chair of the Board; board meets quarterly, with committees for audit, compensation, and nominating/governance.

• Director selection considers experience, financial literacy, and diversity of skills; nominees must own at least $20,000 in company stock.

• Director resignation policy in place for uncontested elections with more withhold than for votes.

• Directors receive annual retainers and meeting fees, with the option to receive stock in lieu of cash.