Larry A. Norton
INTERNATIONAL BANCSHARESAbout Larry A. Norton
Independent director of International Bancshares Corporation since 2010 (age 77). Former president of Norton Stores Inc. until retirement on December 31, 2016, and owner of Larry A. Norton & Co. for more than 30 years; past president of the Laredo Chamber of Commerce. Experienced in reviewing financial statements and financial matters, with long tenure on subsidiary bank boards (Commerce Bank for over 25 years), and designated independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norton Stores Inc. | President | Until Dec 31, 2016 | Led family retail sales business |
| Larry A. Norton & Co. | Owner | >30 years | Retail computer sales; operational leadership |
| Laredo Chamber of Commerce | President | Not disclosed | Civic leadership; community ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Bank of Commerce (IBC – subsidiary bank) | Director | Since 2010; >25 years on Commerce Bank board prior | Internal subsidiary board; not a separate public company |
| Other public company boards | None disclosed | — | No other public company directorships reported |
Board Governance
- Independence: Board determined Norton is independent under Nasdaq rules; six of eight IBOC directors are independent .
- Board meetings: 7 in 2024; all directors attended at least 75% of aggregate Board and committee meetings .
- Executive sessions: Non-employee directors met in executive session four times in 2024 .
- Leadership structure: Combined Chairman/CEO; no designated lead independent director .
| Committee (2024) | Norton’s Role | Chair | Meetings (2024) | Norton Attendance |
|---|---|---|---|---|
| Audit Committee | Member | Douglas B. Howland | 6 | ≥75% aggregate attendance across Board/committees |
| Risk Committee | Member | Not disclosed (chair must be independent) | 2 | Present at both meetings (only Howland missed one) |
| Compensation Committee | Member | Not disclosed | 1 | Attended |
| Nominating Committee | Member | Not disclosed | 1 | Attended |
| Stock Option/SARs Incentives Plans Committee | Member | Not disclosed | 1 | Attendance not specified |
| Asset/Liability, Investment, Balance Sheet Mgmt, Funds Mgmt/Liquidity Interest Rate Risk Committee | Member | Not disclosed | 2 | Attended both meetings |
| Profit-Sharing Plan Committee | Member | Not disclosed | 1 | Attended |
Fixed Compensation
| Year | Fees Earned (Cash) ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2024 | 9,800 | 23,900 | 33,700 |
- Fee schedule: $1,000 per Board meeting; $400 per committee meeting; some meetings telephonic with no fee .
- Subsidiary bank boards: $700–$1,000 per board meeting; $400 per committee meeting; additional year-end payment $2,000–$7,500; all directors received perquisites below $10,000 incremental cost .
Performance Compensation
| Component | 2024 Status | Notes |
|---|---|---|
| Stock awards (RSUs/PSUs) | None | Company does not grant equity-based awards to non-employee directors |
| Options/SARs | None | Non-employee directors not granted options/SARs |
| Performance cash bonus | None disclosed | No director incentive metrics disclosed; director pay is meeting-based |
Other Directorships & Interlocks
| Committee | Interlocks/Insider Participation |
|---|---|
| Compensation Committee | No member was an officer/employee; some members or associates were bank customers; borrowings in ordinary course, market terms, normal risk; no executive served on another company’s board/comp committee creating interlocks |
Expertise & Qualifications
- Experience reviewing financial statements and financial matters; business operations and management; strong community knowledge; independent director designation .
- Skill matrix: Professional standing; financial services experience; leadership/team building; collegial/insightful; stock ownership in the Company .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Structure/Notes |
|---|---|---|---|
| Larry A. Norton | 122,847 | <1% (“*”) | Includes 121,917 in a family limited partnership (Norton has power to vote/dispose) and 274 in wife’s name |
| Shares pledged as collateral | None noted for Norton | — | Pledges disclosed for other directors (Nixon, Sanchez), but not for Norton |
| Stock ownership guidelines | None for directors | — | Company does not have formal director stock ownership guidelines |
Governance Assessment
- Board effectiveness: Norton is a long-tenured independent with broad committee participation (Audit, Risk, Compensation, Nominating, ALCO, Profit-Sharing, Incentives), and documented attendance across committees, supporting oversight breadth .
- Alignment and incentives: Director pay is modest and meeting-based; no equity grants to non-employee directors, which avoids option-related conflicts but may reduce long-term equity alignment versus peers; absence of director ownership guidelines is a potential alignment gap .
- Conflicts/related-party exposure: Committee interlocks avoided; transactions with directors and associates limited to ordinary-course bank lending on market terms; company prohibits hedging for directors and maintains related-person approval processes — mitigating conflict risk .
- Board structure signal: Combined CEO/Chair and lack of a lead independent director may constrain independent oversight; however, frequent executive sessions (four in 2024) and majority-independent board partially offset this risk .