Diana G. Zuniga

About Diana G. Zuniga

Independent director at International Bancshares Corporation (IBOC); age 76 as of April 1, 2025; appointed to the IBOC Board in February 2022 with more than 30 years of experience in real estate and investments and a Bachelor’s degree in education from the University of Texas at Austin. She has served since 2005 as an advisory director to IBC Austin, a subsidiary bank branch advisory board, and remains active on that advisory board . The Board affirmed her independence under Nasdaq rules; the Board met seven times in 2024, and all directors attended at least 75% of aggregate Board and committee meetings; non‑employee directors held four executive sessions in 2024 .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except Dennis E. Nixon and A.R. Sanchez, Jr. are independent; Zuniga is independent .
• Committees (2024): Nominating Committee member; met once in 2024 with all members present . Compensation Committee member; met once in 2024 with all members present .
• Attendance: Board held seven meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; non‑employee directors met in four executive sessions .
• Lead Independent Director: None designated; six of eight directors are independent; all key committees are composed solely of independent directors .

Fixed Compensation

Notes: “All Other Compensation” includes amounts paid for subsidiary bank advisory/director service ($700–$1,000 per bank board meeting; $400 per bank committee meeting; plus $2,000–$7,500 year‑end payments). Directors received perquisites with incremental cost significantly below $10,000 per director; salaried officers do not receive committee fees; no fees paid for telephonic Board meetings .

Performance Compensation

• Non‑employee directors are not granted stock options, equity‑based awards, or other forms of non‑equity incentive compensation; no RSUs/PSUs/options are granted to directors .
• Hedging prohibitions apply to directors under Company policy; Compensation Clawback Policy applies to executive officers (not directors) .

Other Directorships & Interlocks

Expertise & Qualifications

• Board skills matrix flags for Zuniga: professional standing; financial services/related industry exposure; experience reviewing financial statements; civic/community involvement; independent; leadership/team building; collegial/insightful; stock ownership .
• Biography highlights: >30 years in real estate/investments; prior advisory board experience; UT Austin Bachelor’s in education .

Equity Ownership

Governance Assessment

• Strengths:

  • Independent director with real estate/investment expertise and long-standing engagement via IBC Austin advisory board; active on Nominating and Compensation Committees; committee meetings attended (100% for those committees in 2024) .
  • Transparent, modest director cash compensation aligned to meeting participation; no equity grants to directors, limiting dilution and option‑related risk .
  • Hedging prohibited for directors; related‑party transactions governed by Code of Ethics, requiring disclosure/approval; no Section 16(a) delinquencies reported .

• Considerations/Investor signals:

  • No formal director stock ownership guidelines; while Zuniga holds stock, guidelines could strengthen alignment; Company notes director ownership was considered in nominations .
  • Board leadership structure combines Chairman and CEO with no lead independent director; while majority independent and executive sessions occur, some investors prefer a designated lead independent director .
  • Directors and associates may be bank customers/borrowers (ordinary‑course terms per policy); continual monitoring is prudent for conflict risk even if compliant .

• Attendance and engagement:

  • Board met seven times in 2024; all directors met at least 75% attendance; non‑employee directors held four executive sessions, supporting independent oversight .

• Say‑on‑pay (context):

  • Advisory vote in 2023 passed with a substantial majority; Compensation Committee reviewed results and maintained programs; not directly about director pay but signals broader shareholder sentiment .

Appendix: Section 16(a) Compliance (Insider Filings)

No Form 4 transaction details for Zuniga are disclosed in the proxy; Company reports timely filings and no delinquencies under Item 405 .