Dalia F. Martinez
INTERNATIONAL BANCSHARESAbout Dalia F. Martinez
Dalia F. Martinez serves as Vice President of International Bancshares Corporation (IBOC) and Executive Vice President of International Bank of Commerce (IBC); she has been a Named Executive Officer (NEO) since at least 2022. The proxy does not disclose her age, education, or employment start date. Company performance reference points used in compensation deliberations for 2024 include ROE 13.66%, net income $409,167k, and cumulative TSR of $169.92 on a $100 base, with peer TSR $143.88 . Martinez’s 2024 compensation was primarily cash (salary $221,746, bonus $99,862) with modest perquisites; no 2024 equity grants to NEOs were made .
Past Roles
Not disclosed in the proxy filing reviewed .
External Roles
Not disclosed in the proxy filing reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $197,175 | $210,075 | $221,746 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $89,865 | $93,874 | $99,862 |
All Other Compensation breakdown (cash value of perquisites and plan contributions):
| Category | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Club Memberships | $7,540 | $8,716 | $9,889 |
| Long Term Disability & Health Premiums | $7,074 | $1,551 | $1,551 |
| Profit Sharing Plan Contribution | $11,860 | $10,451 | $11,043 |
| Company & Subsidiary Director Fees | $6,960 | $5,502 | $2,971 |
| Housing Allowance | — | — | — |
| Administrative Services | — | — | — |
| Airplane | — | — | — |
| Total All Other Compensation | $33,434 | $26,220 | $25,454 |
Performance Compensation
Design and 2024 outcomes:
| Metric Considered | Weighting | Target | Actual 2024 | Payout (2024) | Vesting |
|---|---|---|---|---|---|
| EPS/EPS Growth | Not disclosed | Not disclosed | Not disclosed in proxy | Included in discretionary bonus: $99,862 | N/A |
| ROA | Not disclosed | Not disclosed | Company reference: used in MIP (PEO only), no NEO-specific target | Included in discretionary bonus: $99,862 | N/A |
| ROE | Not disclosed | Not disclosed | 13.66% (company 2024) | Included in discretionary bonus: $99,862 | N/A |
| Non-Financial Objectives | Not disclosed | Not disclosed | Subjective assessment | Included in discretionary bonus: $99,862 | N/A |
Equity awards and vesting:
| Award Type | Grant Date | Shares/Units | Exercise/Base ($/sh) | Expiration | Vested (12/31/24) | Unvested (12/31/24) | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| Stock Options | 04/02/2018 | 2,500 | $38.30 | 04/02/2028 | 1,875 | 625 | 7-year: 5% at year 2, then 10%, 15%, 20%, 25%, 25% annually |
| Stock Options | 03/20/2020 | 2,000 | $16.84 | 03/20/2030 | 600 | 1,400 | 7-year: 5% at year 2, then 10%, 15%, 20%, 25%, 25% annually |
| Stock Appreciation Rights (cash-settled) | 07/14/2022 | 5,000 | $39.33 (base) | 07/14/2032 | 250 | 4,750 | 7-year: 5% at year 2, then 10%, 15%, 20%, 25%, 25% annually |
Upcoming vesting dates and amounts (indicative, subject to service condition):
| Award | Vest Date | % | Shares |
|---|---|---|---|
| SARs (5,000 units) | 07/14/2025 | 10% | 500 (10% of 5,000) |
| Options (2018, 2,500) | 04/02/2025 | 25% (final tranche) | 625 (25% of 2,500) |
| Options (2020, 2,000) | 03/20/2025 | 15% | 300 (15% of 2,000) |
| SARs (5,000 units) | 07/14/2026 | 15% | 750 (15% of 5,000) |
Notes:
- The company did not grant SARs or options to NEOs in 2024; SARs were granted to other subsidiary officers .
- All SARs are settled in cash on exercise; value equals shares × (FMV at exercise − base value) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 11,320 |
| Shares outstanding (as of 4/1/2025) | 62,217,955 |
| Ownership % of outstanding | ~0.018% (11,320 ÷ 62,217,955) |
| Options exercisable (12/31/24) | 1,875 (2018); 600 (2020) |
| Options unexercisable (12/31/24) | 625 (2018); 1,400 (2020) |
| SARs vested/unvested (12/31/24) | 250 vested; 4,750 unvested |
| Pledging | No pledged shares disclosed for Martinez (pledging noted for other insiders) |
| Hedging policy | Company prohibits hedging by directors/officers/employees |
| Clawback policy | Adopted Oct 2, 2023 for performance-based compensation overpayments tied to restatements and misconduct |
| Ownership guidelines | Company states it has no specific stock ownership guidelines for management |
Insider selling pressure indicators:
- Near-term option expiration: 2018 grant expires 04/02/2028; currently 1,875 exercisable with final 625 vesting in 2025 . Company reported no Rule 10b5-1 arrangements by directors/officers in Q4 2024 .
Employment Terms
- Employment contracts, severance, change-of-control economics: No individual employment agreement or severance multiples disclosed for Martinez; vesting of certain stock options may be accelerated upon change in control (single/double trigger terms not specified) .
- Non-compete / non-solicit / garden leave / post-termination consulting: Not disclosed in the proxy reviewed .
- Compensation governance: Discretionary bonuses for NEOs consider EPS/EPS growth, ROA, ROE, and non-financial objectives; no specific NEO targets/thresholds disclosed for 2024 .
- Profit-Sharing Plan: Tax-qualified 401(k) profit-sharing plan; contributions allocated by service and salary; Martinez received $11,043 in 2024 .
Compensation Structure Analysis
- Mix shift: Martinez received a SAR grant in 2022 ($83,750 grant-date fair value) but no equity awards in 2023–2024; compensation has skewed toward cash salary/bonus and profit-sharing contributions .
- Bonus trajectory: Discretionary bonus rose from $89,865 (2022) to $99,862 (2024), consistent with subjective assessments and company metrics, without formal targets or weights .
- Equity risk profile: Legacy options (2018/2020) with long vesting and 10-year terms; SARs are cash-settled with a 7-year vesting schedule. No repricing or 2024 equity grants to NEOs; equity-incentive alignment relies on historical awards .
- Governance controls: Hedging prohibited; clawback adopted in 2023; no management ownership guidelines; change-in-control may accelerate certain options (terms not fully specified) .
Investment Implications
- Alignment: Cash-heavy pay with modest equity exposure since 2022 suggests lower direct sensitivity of Martinez’s annual compensation to share price, though legacy options/SARs still provide upside alignment; no pledged shares and anti-hedging/clawback policies mitigate misalignment risk .
- Retention risk: Salary and bonus growth plus long-dated vesting of equity awards (options to 2028/2030; SARs to 2032) support retention; lack of disclosed severance/CoC terms introduces uncertainty in transition scenarios .
- Trading signals: Upcoming vesting (final 2018 option tranche in 2025; SARs tranche in mid-2025) and 2028 option expiry could create exercise windows; however, no officer Rule 10b5-1 plans were reported in Q4 2024, and company has strict insider trading policy .
- Pay-for-performance: Bonuses reference ROA/ROE/EPS qualitatively; company-wide 2024 ROE (13.66%), net income ($409,167k), and TSR outperformance vs peer TSR provide constructive backdrop, though Martinez’s payouts are not formulaic .