Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) On June 21, 2023, James H. Boyce, III notified Investar Holding Corporation (the “Company”) of his resignation from the Board of Directors of the Company (the “Board”), effective immediately. Mr. Boyce’s decision to resign from the Board was not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices.
(d) On June 21, 2023, upon recommendation of the Nominating and Governance Committee of the Board (the “Nominating Committee”), the Board increased the size of the Board from 10 to 12 members and appointed Anita M. Fontenot, Julio A. Melara, and James E. Yegge to the Board, effective immediately. Each of Ms. Fontenot, Mr. Melara, and Mr. Yegge will serve until the Company's 2024 Annual Meeting of Shareholders and until her or his successor is duly elected and qualified. Upon recommendation of the Nominating Committee, the Board appointed Ms. Fontenot as a member of the Board’s Audit Committee and Mr. Yegge as a member of the Board’s Compensation Committee. The Board determined that Ms. Fontenot, Mr. Melara, and Mr. Yegge are independent pursuant to the director independence standards established under the NASDAQ Stock Market listing rules and that Ms. Fontenot and Mr. Yegge meet the additional requirements for service on the Company’s Audit Committee and Compensation Committee, respectively. Ms. Fontenot and Mr. Yegge have served as directors of Investar Bank (the “Bank”), the Company’s wholly-owned subsidiary since May 2017, and Mr. Melara has served as a director of the Bank since July 2020.
Ms. Fontenot, Mr. Melara, and Mr. Yegge will receive compensation for their Board and respective committee service in accordance with the Company’s standard compensation arrangements for non-employee directors, which are described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 4, 2023 under the heading “Non-Employee Director Compensation.”
There are no arrangements or understandings between Ms. Fontenot, Mr. Melara, or Mr. Yegge and any other persons pursuant to which they were appointed to the Board. There are also no family relationships between Ms. Fontenot, Mr. Melara, or Mr. Yegge and any director or executive officer of the Company or any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.