Antonio R. Sanchez, Jr.
INTERNATIONAL BANCSHARESAbout Antonio R. Sanchez, Jr.
Independent oil and gas operator since 1973; owner, director since 1979 and Chairman of Sanchez Oil & Gas Corporation since 1992; former Chairman and director of Sanchez Energy Corporation (NYSE: SN) from 2012–2020 . Age 82; IBOC director since 1995 . Education not disclosed; Board cites his long business tenure, public company leadership, and strong ties to Texas communities as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanchez Oil & Gas Corporation | Chairman of the Board; owner/director | Chairman since 1992; owner/director since 1979 | Leadership of private E&P company |
| Sanchez Energy Corporation (NYSE: SN) | Chairman of the Board; director | 2012–2020 | Public company leadership experience |
| Independent oil and gas operator | Principal | Since 1973 | Sector expertise, operator background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sanchez Oil & Gas Corporation | Chairman | Current | Private company; Texas-focused operations |
| A. R. “Tony” and Maria J. Sanchez Family Foundation | Director | Current | 2,231,629 IBOC shares held by foundation |
| Sanchez Energy Corporation (NYSE: SN) | Chairman; director | Past (2012–2020) | Public E&P company |
Board Governance
- Independence: Board determined Sanchez is not independent under Nasdaq rules (only Nixon and Sanchez are non-independent) .
- Committee assignments: Not listed as a member of Audit (1), Nominating (2), or Compensation (3) committees; several peers are members, but Sanchez has no committee indicators .
- Subsidiary board service: Unlike most directors, Sanchez is not a director of IBC (lead bank subsidiary) .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; non-employee directors held four executive sessions in 2024 . Sanchez did not attend last year’s annual shareholder meeting (expectation to attend absent extenuating circumstances) .
- Lead Independent Director: Company has no designated lead independent director .
- Risk oversight: Risk Committee members are independent except Nixon; committees oversee specific risk areas (Compensation, Asset/Liability, Audit) .
Fixed Compensation (Director Pay – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $5,000 |
| All Other Compensation ($) | $8,500 |
| Total ($) | $13,500 |
- Meeting fees: $1,000 per Board meeting; $400 per committee meeting attended .
- Subsidiary bank roles (general policy): Advisory director/director fees of $700–$1,000 per bank board meeting; $400 per bank committee meeting; plus year-end payment of $2,000–$7,500; perquisites provided but below $10,000 disclosure threshold per director .
Performance Compensation (Director Pay Structure)
| Metric | Detail |
|---|---|
| Equity-based awards to non-employee directors | None granted (no stock options, equity-based awards, or non-equity incentive plan compensation to non-employee board members) |
| Performance-linked director pay | None disclosed |
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock |
|---|---|---|---|
| Prior public company board | Sanchez Energy Corporation (NYSE: SN) | Chairman; director (2012–2020) | Upstream oil & gas; not a disclosed IBOC customer/supplier |
| Private company | Sanchez Oil & Gas Corporation | Chairman | Private E&P; no specific IBOC transactions disclosed |
| Foundation | A. R. “Tony” and Maria J. Sanchez Family Foundation | Director | Holds 2,231,629 IBOC shares |
- Related-party banking transactions: Directors, executives, nominees, principal shareholders and their companies (and families) had ordinary-course banking transactions with IBOC subsidiaries in 2024; loans were on market terms, fully performing, and compliant with Federal Reserve Act §22(h); transactions reviewed by disinterested directors .
- Policy controls: Related person transactions governed by Code of Ethics; advance disclosure/approval required; hedging of company stock by directors/officers prohibited .
Expertise & Qualifications
- Board skills matrix marks Sanchez with professional standing, financial services experience, financial statement review, civic involvement, leadership/team building, collegiality, and stock ownership; not independent per matrix .
- Board cites public company leadership and deep regional knowledge as nomination drivers .
Equity Ownership
| Category | Shares | Voting/Dispositive Power |
|---|---|---|
| Total beneficial ownership | 5,845,867 (9.56% of Class) | As detailed below |
| Direct ownership | 1,805,554 | Sole power to vote/dispose |
| A.R. Sanchez, Jr. Non-Exempt Spousal Trust | 31,407 | Sole power to vote/dispose (as trustee) |
| 2010 Grandchildren’s Trust | 9,000 | Sole power to vote/dispose (as trustee) |
| Family trusts (various; co-trustee) | 1,200,838 | Shared power to vote/dispose |
| Limited partnership (managed via corporation chaired/presided by Sanchez) | 567,439 | Noted as part of beneficial total |
| A. R. “Tony” and Maria J. Sanchez Family Foundation | 2,231,629 | Sanchez is a director of the foundation |
| Shares pledged as collateral (RED FLAG) | 517,199 | Pledged from beneficial holdings |
- Ownership guidelines: Company has no formal stock ownership guidelines for directors; ownership considered in nominations .
- Hedging prohibition: Directors/officers are prohibited from purchasing hedging instruments on company stock .
Governance Assessment
- Strengths:
- Significant long-term share ownership (9.56%), aligning economic interest with shareholders .
- Extensive leadership experience, including public company chair role; strong regional ties valuable for a community-centric bank .
- Board conducts executive sessions (four in 2024), and enforces related-party transaction controls and hedging prohibitions .
- Concerns / RED FLAGS:
- Not independent under Nasdaq rules; independence is a majority on the Board, but Sanchez is one of two non-independent directors .
- Shares pledged as collateral (517,199), creating potential misalignment and forced-sale risk .
- Missed prior annual shareholder meeting despite expectation to attend; signal on shareholder engagement .
- No membership on Audit, Compensation, or Nominating Committees, limiting direct influence over key governance levers .
- Company lacks formal director stock ownership guidelines and has no lead independent director, both of which can weaken governance signaling .
- Related-party exposure:
- Ordinary-course banking transactions involving directors/executives and their companies are present, but disclosed as market terms, compliant, and overseen by disinterested directors; continued monitoring warranted given Sanchez’s significant family and foundation holdings .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay received a substantial majority of affirmative votes; Compensation Committee did not recommend changes based on the vote outcome .
- 2025 proxy seeks annual say-on-pay frequency (Board recommends 1 year) .
Committee Assignments Snapshot (2025 Nominees)
| Committee | Member? |
|---|---|
| Audit | No (not listed with “(1)”) |
| Nominating | No (not listed with “(2)”) |
| Compensation | No (not listed with “(3)”) |
Attendance & Engagement
- Board/committee attendance: At least 75% in 2024 (all directors met threshold) .
- Executive sessions: Four held in 2024 by non-employee directors .
- Annual meeting attendance: Sanchez did not attend last year’s shareholder meeting .