Dennis E. Nixon
INTERNATIONAL BANCSHARESAbout Dennis E. Nixon
Dennis E. Nixon, age 82, has served as International Bancshares Corporation’s (IBOC) Chairman and President since 1979, and as CEO of its lead bank, International Bank of Commerce (IBC), since 1975; he has been a director since 1975, bringing nearly five decades of Texas banking leadership and deep market knowledge . In 2024, IBOC reported CEO “compensation actually paid” equal to reported compensation (no equity awards), with CEO pay ratio of 83.01:1; the company’s five-year pay-versus-performance table shows TSR of $169.92 (value of $100), net income of $409,167k, and ROE of 13.66% in 2024 . The Board cites Nixon’s outstanding leadership and understanding of the local banking market as the basis for continued service .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Bancshares Corporation (IBOC) | Chairman and President | 1979–present | Board cites “outstanding leadership” and deep understanding of local banking market and industry issues . |
| International Bank of Commerce (IBC) | Chief Executive Officer; President | 1975–present | Long-tenured CEO of lead bank subsidiary; deep knowledge of communities served . |
| International Bancshares Corporation | Director | 1975–present | Continuous board service since 1975 . |
External Roles
- No other public-company directorships or external committee roles for Nixon are disclosed in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 660,000 | 660,000 | 660,000 |
| All Other Compensation ($) | 240,081 | 243,025 | 259,479 |
| Total Reported Compensation ($) | 2,400,081 | 2,403,025 | 2,419,479 |
2024 perquisites and other benefits detail:
| Component (2024) | Amount ($) |
|---|---|
| Club Memberships | 6,441 |
| Long-Term Disability & Health Premiums | 7,111 |
| Company Contribution to Profit Sharing Plan | 17,102 |
| Company & Subsidiary Bank Director Fees | 138,200 |
| Administrative Services | 40,000 |
| Aircraft (personal use per security policy) | 50,625 |
| Total All Other Compensation | 259,479 |
Notes:
- Personal aircraft use is required under the company’s security policy but is reported as a perquisite at incremental cost .
- Non-employee director meeting fees are $1,000 per board meeting and $400 per committee meeting (context for board fees regime) .
Performance Compensation
- Management Incentive Plan (MIP): Solely designated participant in 2024; payout contingent on meeting either (1) ≥0.90% ROAA or (2) ≥8% ROAE for FY2024; paid $1,500,000 in Feb 2025 upon confirmation that a 2024 target was met .
- Nixon also received $1,500,000 MIP awards for services in 2022 and 2023 (paid the subsequent February) .
| Year | Incentive Type | Metric(s) | Target/Threshold | Actual/Payout | Vesting/Form |
|---|---|---|---|---|---|
| 2024 | MIP (cash) | ROAA or ROE | ROAA ≥ 0.90% or ROE ≥ 8% | $1,500,000 paid Feb-2025 | Cash; annual |
| 2023 | MIP (cash) | Not detailed in proxy | Not disclosed | $1,500,000 | Cash; annual |
| 2022 | MIP (cash) | Not detailed in proxy | Not disclosed | $1,500,000 | Cash; annual |
Equity awards:
- No outstanding Nixon options or SARs as of 12/31/2024; other NEOs hold legacy options/SARs with 7-year vesting schedules; SARs settle in cash .
Compensation design notes:
- For broader NEO bonuses (not the MIP), the company did not apply specific targets in 2024; decisions incorporate EPS/EPS growth, ROAA, ROE, and non-financial objectives, benchmarked against historical performance and qualitative assessment .
- Company adopted a clawback policy (effective Oct 2, 2023) to recover performance-based pay upon restatement tied to intentional unlawful misconduct; hedging is prohibited .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 2,232,753 shares (includes 284,371 in spouse’s name; 900,000 via 3NIX Ventures, LTD.; 400,000 via Nixco Partners, LTD.; Nixco, L.C. as GP with Nixon sole manager) |
| Ownership as % of Shares Outstanding | 3.59% |
| Shares Pledged as Collateral | 229,179 shares (pledged) |
| Outstanding Options/SARs | None (Nixon) |
| Stock Ownership Guidelines | No specific stock ownership guidelines for executives; company historically used options and now SARs to align interests |
| Hedging Policy | Prohibited for directors, officers, employees |
| Clawback Policy | Adopted Oct 2, 2023; recovery upon restatement tied to intentional unlawful misconduct |
Implications:
- Pledging represents a potential forced-selling risk under adverse conditions (collateral calls) .
- With no outstanding equity awards, there is limited near-term vesting-related selling pressure for Nixon .
Employment Terms
- Employment agreement, severance multiples, change-of-control (CIC) protections: Not disclosed for Nixon in the 2025 proxy. The plan disclosures indicate that unvested SARs expire at separation and certain options (held by other NEOs) may accelerate upon CIC; the President (Nixon) has no options subject to acceleration .
- Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed in the 2025 proxy .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 1975; Chairman and President |
| Independence | Not independent; company states 6 of 8 directors are independent; Antonio R. Sanchez, Jr. also not independent |
| Leadership Structure | Combined Chairman and CEO; no designated Lead Independent Director |
| Committees (Nixon) | Member: Asset/Liability, Investment, Balance Sheet-Management, Funds Management/Liquidity Interest Rate Risk Committee; Profit-Sharing Plan Committee; Risk Committee (only non-independent member) |
| Independent Committees | Audit, Compensation, Nominating and Incentive Plans Committees composed solely of independent directors |
| Board/Committee Meetings | Board met 7 times in 2024; all directors attended ≥75% of meetings; non-employee directors held 4 executive sessions |
| Director Compensation Regime | Non-employee directors: $1,000 per board meeting, $400 per committee meeting; Nixon (as an executive director) recorded $138,200 in company and subsidiary bank director fees within “All Other Compensation” in 2024 |
Governance considerations:
- Combined CEO/Chair and absence of Lead Independent Director reduce structural independence, though key committees are independent-only .
- Executive receiving director fees is uncommon at many peers and may be scrutinized by governance-focused investors .
Performance & Track Record (Pay vs Performance Disclosures)
| Year | CEO Summary Comp ($) | CEO Compensation Actually Paid ($) | Company TSR ($100 init) | Peer Group TSR ($100 init) | Net Income ($000s) | ROE (%) |
|---|---|---|---|---|---|---|
| 2020 | 2,142,783 | 2,142,783 | 116.44 | 113.89 | 167,318 | 7.86 |
| 2021 | 2,882,996 | 2,882,996 | 135.66 | 161.36 | 253,922 | 11.28 |
| 2022 | 2,400,081 | 2,400,081 | 150.50 | 154.69 | 300,232 | 12.52 |
| 2023 | 2,403,025 | 2,403,025 | 183.56 | 153.23 | 411,768 | 15.41 |
| 2024 | 2,419,479 | 2,419,479 | 169.92 | 143.88 | 409,167 | 13.66 |
Notes:
- Peer Group TSR is S&P 400 Bank Index .
- CEO pay “actually paid” equals reported pay due to lack of equity awards .
Compensation Committee, Peer Benchmarking, Say-on-Pay
- Compensation Committee (independent): Javier de Anda, Douglas B. Howland, Larry A. Norton, Diana G. Zuniga; met once in 2024; did not use an external consultant in 2024 .
- Benchmarking: For 2024 salary context, the committee reviewed 2023 data from Cullen/Frost Bankers, Prosperity Bancshares, Texas Capital Bancshares, and Valley National Bancorp (and others that included IBOC in their peer groups); no targeted parameters or percentile positioning were used .
- Say-on-Pay: 2023 vote approved by a substantial majority; committee made no changes as a result . 2025 proxy again includes say-on-pay and frequency votes .
Related-Party Transactions
- Directors/executives and related parties had ordinary-course banking transactions; loans were on substantially the same terms as comparable customers and within regulatory limits; related-party oversight policies require disclosure and approval .
Risk Indicators & Red Flags
- Pledging: Nixon has 229,179 pledged shares (collateral risk) .
- Structural independence: Combined CEO/Chair; no Lead Independent Director .
- Incentive concentration: Nixon is sole MIP participant with binary ROAA/ROE threshold; limited multi-metric rigor compared to peers that use weighted scorecards .
- Heavy cash orientation: No equity awards to CEO; limited direct exposure to multi-year equity performance beyond personal stock ownership .
- Executive director fees: CEO recorded $138,200 in company and bank director fees in “All Other Compensation” for 2024 (uncommon at many banks) .
- Ownership guidelines: None specified for executives; mitigated by sizable personal holdings, but lack of formal policy can be viewed unfavorably by some investors .
Investment Implications
- Alignment: Large personal stake (3.59%) supports alignment, but absence of equity incentives for the CEO and lack of ownership guidelines weaken formal pay-for-performance linkage; MIP’s binary hurdle may not scale with outperformance .
- Selling pressure: No outstanding CEO equity awards reduces vesting-related supply; however, pledged shares introduce tail risk of forced sales under stress .
- Governance: Combined CEO/Chair without a Lead Independent Director and executive director fees may attract governance discounts, though independent-only key committees mitigate some concerns .
- Retention/transition: Tenure and succession planning focused on internal bank CEOs suggest continuity; key-person risk remains given Nixon’s centrality .