PROPOSAL 1
ELECTION OF DIRECTORS
At the Annual Meeting, two directors will be elected to serve three-year terms expiring at our annual shareholder meeting in 2022. This section of the proxy statement contains information relating to the
director nominees and the directors whose terms of office continue after the Annual Meeting. The director nominees were selected by the Nominating and Corporate Governance Committee and approved by the Board for submission to the shareholders. The
nominees for election are Teri G. Fontenot and Jared A. Morris. Both currently serve as directors.
On February 25, 2019
V. Daniel Phillips, a current member of our Board, announced that he would retire as a director effective at the Annual Meeting. With Mr. Phillips retirement, the size of the Board will be reduced from eight members to seven members.
The Board recommends a vote FOR the election of each of the nominees.
Nominees to be elected for terms expiring at the Annual Meeting in 2022
Teri G. Fontenot
, age 65, has served as a director of the Company since January 2016. Ms. Fontenot served as President and Chief Executive Officer of Womans Hospital from 1996 until her
retirement in March 2019. Upon her retirement, Ms. Fontenot was named Chief Executive Officer Emeritus. Ms. Fontenot recently served for six years on the American Hospital Association Board and was the chair in 2012. Ms. Fontenot has
served as a director for LHC Group, Inc. since March 2019.
Ms. Fontenot brings to the Board substantial experience as a
former chief executive officer and chief financial officer of healthcare institutions and as chair of an insurance provider for over ten years. She is also an inactive certified public accountant. Her experience in the healthcare and insurance
industries provide her with valuable insight into the issues affecting the Company and our policyholders. This experience enables her to serve on the Audit Committee as an audit committee financial expert.
Jared A. Morris
, age 44, has served as a director of the Company since 2005. He served as our lead director from November 2012
until he was appointed Chairman of the Board in April 2016. Since 2002, he has been an officer and a principal owner of Marine One Acceptance Corporation and Dumont Land, LLC, both of which are specialty finance companies. Since 2002, he has also
served as an officer of Dumont Management Group, LLC, a privately held company that provides management services to various affiliated finance and investment companies. He serves on the board of directors of First National Bank of DeRidder and
Beauregard Health System. Jared A. Morris is the son of Millard E. Morris.
Jared A. Morris is currently our Chairman of the
Board and the former chair of the Nominating and Corporate Governance Committee. In these capacities, he has taken a lead role in developing and maintaining the Companys corporate governance policies and practices. His experience and training
in financial and credit management, as well as business investment, enhance the Boards business sophistication.
Current directors
whose terms expire at the Annual Meeting in 2020
Michael J. Brown
, age 55, has served as a director of the Company
since November 2014. Mr. Brown serves as Chair of the Compensation Committee. Mr. Brown is the Vice Chairman and Chief Operating Officer of Iberiabank Corp., a position he has held since September 2009. In that role, he manages
Iberiabanks retail and commercial banking operations. From 2001 to 2009, Mr. Brown served as Senior Executive Vice President of Iberiabank Corp. Prior to joining Iberiabank in 1999, Mr. Brown was a managing director with Bank One
Capital Markets.
Mr. Browns experience in the financial services industry in a number of the Companys key
markets makes him well qualified to serve as a director of the Company.
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