Douglas B. Howland
INTERNATIONAL BANCSHARESAbout Douglas B. Howland
Independent director of International Bancshares Corporation (IBOC) since 2010; age 74 as of the April 1, 2025 record date. Former CEO of Libcon, Inc. (private construction firm in Laredo) until its sale in April 2011; private investor since. Holds a B.S. in Civil Engineering from Texas A&M University. Designated by the Board as an “audit committee financial expert” and long-serving Audit Committee chair, with deep experience reviewing financial statements and knowledge of IBOC’s Texas markets.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Libcon, Inc. | Chief Executive Officer | Until sale in April 2011 | Led private construction company; operational/financial oversight cited by Board in qualifying him for director role |
| Commerce Bank (IBOC subsidiary) | Director | “Over twenty years” prior to joining IBOC board | Provided local-market expertise; long-standing service noted by IBOC Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laredo Development Foundation | Director | 16+ years | Ongoing community and business engagement in IBOC’s footprint |
Board Governance
- Independence: Board deems Howland independent under Nasdaq rules; six of eight directors independent (excludes Nixon and Sanchez) .
- Committee assignments (2024):
- Audit Committee – Member and Chair; designated “audit committee financial expert”; Audit met 6x in 2024 .
- Compensation Committee – Member; met once in 2024 .
- Nominating Committee – Member; met once in 2024 .
- Risk Committee – Member; met twice; Howland missed one meeting .
- Asset/Liability, Investment, Balance Sheet-Management, Funds Management/Liquidity Interest Rate Risk Committee – Member; met twice in 2024 .
- Profit-Sharing Plan Committee – Member; met once in 2024 .
- Stock Option and Stock Appreciation Rights Plans (“Incentives Plans”) Committee – Member; met once in 2024 .
- Attendance and engagement: Board met 7x in 2024; all directors attended at least 75% of aggregate Board/committee meetings. Non-employee directors held 4 executive sessions without management .
- Governance structure context: CEO/Chair roles combined; no designated lead independent director (company-level governance consideration) .
Fixed Compensation (Director)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $9,400 |
| All Other Compensation ($) | $22,500 (subsidiary board/advisory fees and year-end payments) |
| Total ($) | $31,900 |
| Meeting fee policy (Company) | $1,000 per Board meeting; $400 per Board committee meeting attended; some phone meetings not compensated |
| Subsidiary bank fees (typical) | $700–$1,000 per subsidiary board meeting; $400 per subsidiary committee meeting; $2,000–$7,500 year-end payment |
Note: Non-employee directors receive no stock options, equity-based awards, or other non-equity incentive plan compensation .
Performance Compensation (Director)
| Element | 2024 Detail |
|---|---|
| Equity awards (RSUs/PSUs/Options/SARs) | None granted to non-employee directors |
| Option awards | None |
| Performance metrics tied to director compensation | None disclosed (director comp is meeting-fee based) |
| Clawback / hedging | Company maintains clawback (executive-focused) and prohibits hedging by directors/officers/employees (company-level) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in Howland’s proxy biography |
| Private/non-profit boards | Laredo Development Foundation – Director (16+ years) |
| Committee interlocks/conflicts | Compensation Committee members (including Howland) and associates are or have been bank customers; any borrowings reported as ordinary-course, market terms, with normal risk, per management opinion |
Expertise & Qualifications
- Audit Committee financial expert (SEC definition) based on 20+ years as Libcon CEO, 14+ years on IBOC Audit Committee, 11+ years as its Chair .
- Financial statement review expertise; operations/management experience; strong community/market knowledge in Texas; B.S., Civil Engineering, Texas A&M University .
- Board skill matrix flags independence, financial-services-related experience, and consistent stock ownership among attributes considered by the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Douglas B. Howland | 8,303 | <1% | No pledge disclosure for Howland; ownership table highlights pledging only for certain other insiders |
- The Company does not have formal director stock ownership guidelines; stock ownership is a factor considered by the Nominating Committee but not mandated (company-level) .
Insider Trades (Form 4)
| Period Searched | Result | Notes |
|---|---|---|
| Jan 1, 2023 – Nov 19, 2025 | No Form 4 transactions located for Douglas B. Howland | Queried insider-trades skill on 2025-11-19; timeframe covers latest two years+. |
Source: insider-trades skill query (Form 4) for IBOC filtered to “Howland” covering 2023-01-01 to 2025-11-19; no records returned.
Governance Assessment
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Strengths
- Long-tenured, independent director with substantial committee load and leadership; designated audit committee financial expert and multi-year Audit Committee Chair—a positive for financial reporting oversight and internal control rigor .
- Broad engagement across key oversight committees (Audit, Compensation, Nominating, Risk, Asset/Liability, Profit-Sharing, Incentives Plans), indicating deep involvement in risk, talent, and incentive architecture .
- Board and committee attendance generally strong (≥75% overall), with four independent-only executive sessions in 2024 supporting independent oversight .
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Watch items / potential red flags
- Missed one of two Risk Committee meetings in 2024; while overall attendance met the 75% threshold, missing half of Risk Committee meetings is a notable outlier given sector risk profile .
- No formal stock ownership guidelines for directors and no equity-based director pay; may reduce direct alignment with long-term TSR versus peers that use annual equity retainers .
- Company-level structure: combined CEO/Chair roles, no lead independent director—independents assert they are actively engaged, but investors may prefer a lead independent to enhance counterweight to management .
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Conflicts/related-party posture
- Company reports director/related-party banking relationships and borrowings as ordinary-course and compliant with Reg O; no Howland-specific related-party transactions flagged beyond being a customer .
- No pledging disclosed for Howland (CEO and a major director have pledged shares; company-level risk consideration, not specific to Howland) .
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Shareholder sentiment signals (company-level context)
- Say-on-pay in 2023 received approval by a “substantial majority” of votes cast, suggesting no emergent pay-governance revolt among shareholders (though director pay structure differs from executives) .