Investar (ISTR) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting is scheduled for May 21, 2025, with shareholders voting on director elections, auditor ratification, and executive compensation.

• Proxy materials, including the annual report, are available online, and shareholders can vote by phone, internet, mail, or in person.

• Only shareholders of record as of March 24, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Shareholders will elect 11 directors for one-year terms.

• Ratification of Horne LLP as the independent registered public accounting firm for 2025 is on the agenda.

• Advisory approval of named executive officer compensation (say-on-pay) is included.

• Shareholder proposals for the 2026 meeting must be submitted by December 9, 2025, for proxy inclusion.

Board of directors and corporate governance

• The board consists of 11 directors, 10 of whom are independent under Nasdaq rules.

• Separate Chairman and CEO roles are maintained.

• Board committees (audit, compliance, compensation, nominating/governance) are fully independent.

• Stock ownership guidelines and a clawback policy are in place.

• Directors are evaluated on experience, independence, and diversity of background.