Judith I. Wawroski
INTERNATIONAL BANCSHARESAbout Judith I. Wawroski
Judith I. Wawroski, age 50, serves as Treasurer and Principal Financial Officer of International Bancshares Corporation (IBOC) since 2017 and is Executive Vice President at IBC; she certifies the company’s SEC filings under SOX 302 and 906 and co-chairs the Board’s ESG Subcommittee, evidencing strong finance, controls, and ESG oversight credentials . Company performance during her tenure shows multi‐year TSR of $150.50 (2022), $183.56 (2023), and $169.92 (2024); net income was $300,232k (2022), $411,768k (2023), and $409,167k (2024) with ROE of 12.52%, 15.41%, and 13.66% respectively . Revenues were $187.134M (FY22), $169.941M (FY23), and $176.922M (FY24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| International Bancshares Corporation (holding company) | Treasurer; Principal Financial Officer | 2017–present | Lead financial reporting and disclosure controls; SOX certifications; concluded disclosure controls effective as of FY2024 |
| IBC (subsidiary banks) | Executive Vice President | 2017–present | Executive leadership across IBC’s platform; continuous service noted in executive officers section |
External Roles
- Not disclosed in 2024–2025 filings reviewed.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 184,200 | 197,400 | 212,135 |
| Discretionary Bonus ($) | 55,951 | 79,978 | 93,830 |
| All Other Compensation ($) | 31,481 | 30,903 | 31,494 |
| Total ($) | 338,632 | 308,281 | 337,459 |
Target bonus % not disclosed; bonuses are discretionary and based on subjective assessment and corporate performance factors .
Performance Compensation
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Discretionary Bonus (Cash) | EPS & EPS growth; ROA; ROE; non-financial objectives | Not specified | No formal thresholds; Committee compares to historical performance | Company FY2024 ROE 13.66%; Net Income $409,167k; TSR $169.92 (context) | $93,830 (2024) | Cash, immediate |
| Stock Options (legacy grants) | Equity value creation (no explicit performance linkage) | N/A | N/A | Outstanding positions (see Equity Ownership) | N/A | 7-year vesting: 5% at year 2; then 10%, 15%, 20%, 25%, 25%; 10-year term (2018 & 2020 grants) |
| Stock Appreciation Rights (SARs, 2022 grant) | Equity appreciation (cash-settled) | N/A | Base value at grant; payout equals FMV(exercise) – FMV(grant) | 4,000 SARs granted 7/14/2022; vest per schedule | Cash upon exercise | 7-year vesting: 5% at year 2; then 10%, 15%, 20%, 25%, 25%; 10-year term (2022 grant) |
- Clawback: Adopted Oct 2, 2023; recover overpayments after restatement where executive engaged in intentional unlawful misconduct .
- Hedging: Prohibited for directors, officers, employees .
Equity Ownership & Alignment
| Ownership Detail | Value | Notes |
|---|---|---|
| Beneficial Shares Owned | 11,198 | <1% of outstanding |
| Options – Exercisable | 763 @ $38.30 (exp. 04/02/2028); 263 @ $16.84 (exp. 03/20/2030) | 2018 & 2020 grants; 7-year vesting; 10-year term |
| Options – Unexercisable | 812 @ $38.30; 1,225 @ $16.84 | Vesting per schedule |
| SARs – Unvested Outstanding | 3,800 @ base $39.33 (grant 07/14/2022), 10-year term | Cash-settled; 7-year vesting |
| Option Exercise Activity (2024) | 500 shares; $10,145 value realized | Indicates occasional exercise |
| Shares Pledged | None disclosed for Wawroski (pledging noted only for others) | |
| Ownership Guidelines | Company has no formal management ownership guidelines |
- Policy alignment: Hedging prohibited; timing of grants seeks to avoid material non-public information windows .
Employment Terms
- Role tenure: Treasurer & PFO since 2017; Executive VP at IBC since 2017 .
- Contracts/Severance: No specific employment agreement, severance multiples, or non-compete/non-solicit terms disclosed in proxy CD&A for Wawroski; certain stock options may accelerate upon change in control; SAR plan terms do not specify acceleration beyond vesting schedule .
- Controls & Certifications: Signed SOX 302 and 906 certifications for FY2024; management concluded disclosure controls effective; no material changes in ICFR in Q4 2024 .
Trading Activity and Vesting-Related Selling Pressure
- Form 4 filings indicate limited, programmatic activity:
- 09/09/2025 filing (transaction date 09/05/2025): cash-settled 600 SARs at $71.58; no shares issued; holdings disclosed after transaction .
- 06/06/2025 filing (transaction date 06/05/2025): Form 4 reported; see filing for details .
- Historical: Company site hosts older Form 4 for 2019 .
Pattern suggests occasional option/SAR exercises consistent with vesting schedule; no evidence of heavy open-market selling pressure in the last 24 months based on available filings .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 187,134,000 | 169,941,000 | 176,922,000 |
| Net Income ($USD Thousands) | 300,232 | 411,768 | 409,167 |
| ROE (%) | 12.52% | 15.41% | 13.66% |
| TSR ($ initial $100 investment) | 150.50 | 183.56 | 169.92 |
Governance and Compensation Committee
- Compensation Committee (2024): Javier de Anda, Douglas B. Howland, Larry A. Norton, Diana G. Zuniga; all independent; met once in 2024; did not retain consultants .
- Incentives administration: Stock Option and SAR Plans Committee administers equity plans; SAR plan adopted April 18, 2022; SARs cash-settled; 750,000 aggregate underlying shares authorized .
- Say-on-Pay: 2023 vote received substantial majority approval; Committee made no adjustments to policies as a result; Say-on-Pay held annually per shareholder preference .
Compensation Structure Analysis
- Year-over-year mix: Wawroski’s cash compensation increased steadily; no 2023–2024 equity awards; legacy options (2018, 2020) and 2022 SARs continue to vest .
- Risk alignment: Majority of equity awards vest over 7 years and options were granted at fair market value — alignment with shareholder value creation; SARs only pay if share price appreciates .
- Discretionary bonuses despite no formal targets; Committee references EPS/ROA/ROE and non-financial objectives relative to historical performance .
Equity Ownership & Alignment Policies
- Hedging prohibited; Clawback policy in place; grant timing avoids MNPI influence .
- Pledging: No pledging disclosed for Wawroski; pledging disclosures appear for certain other insiders (e.g., Nixon, Sanchez) .
- No formal stock ownership guidelines for management (Committee encourages ownership) .
Investment Implications
- Alignment: Long vesting schedules and in-the-money legacy options/SARs tie Wawroski’s incentives to long-term TSR; no pledging disclosed reduces alignment risk .
- Retention risk: Seven-year vesting creates retention hooks; absence of frequent equity grants in 2023–2024 suggests limited incremental retention incentives beyond existing awards .
- Trading signals: Recent Form 4 activity shows small, cash-settled SAR exercises with no share issuance—low selling pressure signal; monitor vesting anniversaries (July annually for 2022 SARs; April/March for 2018/2020 options) for potential incremental exercises .
- Pay-for-performance: Bonuses are discretionary without fixed targets; firm’s ROE and net income remained robust in 2023–2024, supporting bonus outcomes; investors should watch for any shift toward guaranteed pay or reduced at-risk components .
Notes on data sources: Revenues retrieved from company filings via S&P Global dataset with document citations embedded . All other compensation, equity, governance, and performance data sourced from IBOC’s 2025 DEF 14A and 2024 10-K, and SEC Form 4 links as cited above.