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Proxy Statement
Notice of Annual Meeting of Stockholders
Table of Contents
Proxy Statement
About the Annual Meeting
Proposal 1
Proposal 1: Election of Directors
- Director Nominees
- Director Nominee Qualifications and Experience
- Continuing Directors
Corporate Governance
Board Leadership Structure
Director Independence
Director Education and Self-Assessment
Board Meetings and Committees
Stockholder Nominees and Proposals for 2021 Annual Meeting
Certain Relationships and Related Transactions
Director Compensation
Compensation Discussion & Analysis
Overview
2019 Named Executive Officers
Financial and Strategic Highlights
Executive Compensation Philosophy
Role of the Compensation Committee
Role of the Compensation Consultant
Role of Management
Role of Stockholders
Risk Assessment
Competitive Benchmarking and Compensation Peer Group
Discussion of Executive Compensation Components
Other Compensation Policies and Information
Clawbacks for Any Restatement; Executive Compensation Recovery Policy
Trading Restrictions regarding Hedging or Pledging of Common Stock
Report of Compensation Committee
Current Executive Officers
Executive Compensation Tables
Summary Compensation Table
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
2012 Stock Incentive Plan
Non-Qualified Stock Option Agreements
Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement
Life Insurance Plans
Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change in Control
Chief Executive Officer Pay Ratio
Proposals 2 - 9
Proposal 2: Advisory Vote on the Say-on-Pay Proposal
Proposal 3: Advisory Vote on the Say-on-Frequency Proposal
Proposal 4: Ratification of Auditors
Corporate Governance Proposals Overview
Proposal 5: Approval of the Declassification Proposal
Proposal 6: Approval of the Director Removal Proposal
Proposal 7: Approval of the Majority Vote Proposal
Proposal 8: Approval of the Bylaws Proposal
Proposal 9: Approval of the Amendment and Restatement Proposal
Other Information
Stock Ownership of Principal Stockholders, Directors and Management
Annual Report on Form 10-K
Householding of Proxy Materials
Appendix A
Appendix B
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2020 Proxy Statement
Origin Bancorp, Inc.
2019 Annual Report
2020 Proxy Statement
2020 Annual Meeting
2020 Proxy Card
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Proxy Statement
Notice of Annual Meeting of Stockholders
Table of Contents
Proxy Statement
About the Annual Meeting
Proposal 1
Proposal 1: Election of Directors
- Director Nominees
- Director Nominee Qualifications and Experience
- Continuing Directors
Corporate Governance
Board Leadership Structure
Director Independence
Director Education and Self-Assessment
Board Meetings and Committees
Stockholder Nominees and Proposals for 2021 Annual Meeting
Certain Relationships and Related Transactions
Director Compensation
Compensation Discussion & Analysis
Overview
2019 Named Executive Officers
Financial and Strategic Highlights
Executive Compensation Philosophy
Role of the Compensation Committee
Role of the Compensation Consultant
Role of Management
Role of Stockholders
Risk Assessment
Competitive Benchmarking and Compensation Peer Group
Discussion of Executive Compensation Components
Other Compensation Policies and Information
Clawbacks for Any Restatement; Executive Compensation Recovery Policy
Trading Restrictions regarding Hedging or Pledging of Common Stock
Report of Compensation Committee
Current Executive Officers
Executive Compensation Tables
Summary Compensation Table
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
2012 Stock Incentive Plan
Non-Qualified Stock Option Agreements
Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement
Life Insurance Plans
Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change in Control
Chief Executive Officer Pay Ratio
Proposals 2 - 9
Proposal 2: Advisory Vote on the Say-on-Pay Proposal
Proposal 3: Advisory Vote on the Say-on-Frequency Proposal
Proposal 4: Ratification of Auditors
Corporate Governance Proposals Overview
Proposal 5: Approval of the Declassification Proposal
Proposal 6: Approval of the Director Removal Proposal
Proposal 7: Approval of the Majority Vote Proposal
Proposal 8: Approval of the Bylaws Proposal
Proposal 9: Approval of the Amendment and Restatement Proposal
Other Information
Stock Ownership of Principal Stockholders, Directors and Management
Annual Report on Form 10-K
Householding of Proxy Materials
Appendix A
Appendix B
Proxy Statement
Proxy Statement
Notice of Annual Meeting of Stockholders
Table of Contents
Proxy Statement
About the Annual Meeting
Proposal 1
Proposal 1
Proposal 1: Election of Directors
- Director Nominees
- Director Nominee Qualifications and Experience
- Continuing Directors
Corporate Governance
Corporate Governance
Board Leadership Structure
Director Independence
Director Education and Self-Assessment
Board Meetings and Committees
Stockholder Nominees and Proposals for 2021 Annual Meeting
Certain Relationships and Related Transactions
Director Compensation
Compensation Discussion & Analysis
Compensation Discussion & Analysis
Overview
2019 Named Executive Officers
Financial and Strategic Highlights
Executive Compensation Philosophy
Role of the Compensation Committee
Role of the Compensation Consultant
Role of Management
Role of Stockholders
Risk Assessment
Competitive Benchmarking and Compensation Peer Group
Discussion of Executive Compensation Components
Other Compensation Policies and Information
Clawbacks for Any Restatement; Executive Compensation Recovery Policy
Trading Restrictions regarding Hedging or Pledging of Common Stock
Report of Compensation Committee
Current Executive Officers
Executive Compensation Tables
Executive Compensation Tables
Summary Compensation Table
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested
2012 Stock Incentive Plan
Non-Qualified Stock Option Agreements
Supplemental Executive Retirement Plan and Executive Supplemental Income Agreement
Life Insurance Plans
Employment Arrangements, Change in Control Agreements, and Potential Payments Upon Termination or Change in Control
Chief Executive Officer Pay Ratio
Proposals 2 - 9
Proposals 2 - 9
Proposal 2: Advisory Vote on the Say-on-Pay Proposal
Proposal 3: Advisory Vote on the Say-on-Frequency Proposal
Proposal 4: Ratification of Auditors
Corporate Governance Proposals Overview
Proposal 5: Approval of the Declassification Proposal
Proposal 6: Approval of the Director Removal Proposal
Proposal 7: Approval of the Majority Vote Proposal
Proposal 8: Approval of the Bylaws Proposal
Proposal 9: Approval of the Amendment and Restatement Proposal
Other Information
Other Information
Stock Ownership of Principal Stockholders, Directors and Management
Annual Report on Form 10-K
Householding of Proxy Materials
Appendix A
Appendix B
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