MidSouth also fired Cloutier's son as part of what it called a "transition plan already under way to improve” performance.
Ashton Ryan, who had been removed as CEO in December, has still been serving as its president. The company also agreed to sell preferred stock to directors to help it make payments tied to its subordinated debt.
The New Orleans company, which recently sold nine branches and $1.3 billion in loans, was ordered to raise more capital or find a buyer.
Investar will pay $46 million in cash for Citizens, which has three branches and $246 million in assets.