Rudolph M. Miles

About Rudolph M. Miles

Rudolph M. Miles is an independent director of International Bancshares Corporation (IBOC), age 77 as of April 1, 2025, and has served on the Board since his appointment in August 2019 . He previously served as a director of IBOC’s subsidiary Commerce Bank beginning in 1999; he holds a U.S. Customs Brokerage License (1972), led multiple Miles Group companies until their sale to UPS in 2001, and for the last 18 years has focused on real estate investments with family and associates . The Board classifies Mr. Miles as independent under Nasdaq rules (all directors except Messrs. Nixon and Sanchez are independent) .

Past Roles

External Roles

Board Governance

• Independence: Independent director under Nasdaq rules (Board determined all directors other than Messrs. Nixon and Sanchez are independent) .
• Tenure: Appointed to IBOC Board in August 2019; shown as “Director since 2019” and age 77 in the director slate table as of April 1, 2025 .
• Board/meeting cadence and attendance: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; non‑employee directors held 4 executive sessions in 2024 . All directors attended the prior annual meeting except Mr. Sanchez, Jr., implying Mr. Miles attended .

Committee assignments and engagement:

• Risk Committee – Member; met 2 times in 2024; all members present except Mr. Howland (indicating Mr. Miles attended) .
• Stock Option and Stock Appreciation Rights Plans Committee (“Incentives Plans Committee”) – Member; all members independent; met once in 2024 .
• Asset/Liability, Investment, Balance Sheet‑Management, Funds Management/Liquidity Interest Rate Risk Committee – Member; met 2 times in 2024; all members present .
• Profit‑Sharing Plan Committee – Member; met once in 2024; all members present .
• Not a member of: Audit Committee (Howland, de Anda, Norton, Reséndez) ; Compensation Committee (de Anda, Howland, Norton, Zuniga) ; Nominating Committee (Reséndez, Howland, Norton, Zuniga) .
• Chair roles: No committee chair roles disclosed for Mr. Miles in the proxy .

Fixed Compensation

• Non‑employee director meeting fees: $1,000 per Board meeting and $400 per committee meeting; certain Board meetings held via teleconference carry no fee .
• Subsidiary bank service: Additional amounts in “All Other Compensation” reflect service as an advisory director or director of a subsidiary bank ($700–$1,000 per subsidiary board meeting; $400 per subsidiary committee meeting; year‑end payment $2,000–$7,500) .
• Perquisites: All directors received certain perquisites in 2024; incremental cost per director was below the $10,000 disclosure threshold .

Performance Compensation

The Company states: “No stock options, equity‑based awards, or other forms of non‑equity incentive plan compensation are granted to non‑employee board members.”

Other Directorships & Interlocks

• Other public company boards: None disclosed for Mr. Miles in the 2025 proxy .
• Compensation Committee/Plans Committee interlocks: None; no members (including Incentives Plans Committee) were officers or employees; no executive officer of IBOC served on another entity’s board/compensation committee where that entity’s executives served on IBOC’s Board/Compensation Committee .

Expertise & Qualifications

• The Board’s skills matrix attributes Mr. Miles with: professional standing; experience in financial services or related industry; experience reviewing financial statements; civic/community involvement; leadership and team‑building; collegiality; stock ownership; and independent director status .
• Biography highlights: U.S. Customs Brokerage License (1972); led multiple operating companies through a strategic sale; bank governance experience (First City National Bank; Commerce Bank) .

Equity Ownership

Additional ownership policies and alignment:

• Stock ownership guidelines: The Company does not have formal stock ownership guidelines for directors (ownership is considered by the Nominating Committee but no formal guideline exists) .
• Hedging/pledging: The Company’s policy prohibits directors, officers, and employees from purchasing financial instruments designed to hedge or offset declines in company stock; the beneficial ownership footnotes for Mr. Miles do not disclose any pledging of shares (contrast: a pledge is disclosed for Mr. Nixon) .

Related‑Party Exposure and Policies

• Ordinary‑course banking relationships: Some directors and their immediate families had banking transactions with subsidiary banks during 2024; loans were on substantially the same terms as for non‑related parties, fully performing, and compliant with Federal Reserve Section 22(h); such transactions are reviewed and approved by disinterested directors at the relevant subsidiary bank .
• Compensation/Plans committee members and associates were or are customers; since January 1, 2024, there were no transactions other than borrowings, which management states were ordinary course and at market terms (normal risk) .
• Related‑person transaction controls: Transactions involving directors/officers or their immediate families require full disclosure and advance approval per the Code of Ethics; transactions over $120,000 must be reported to designated compliance contacts; directors/officers must annually disclose potential conflicts; hedging is prohibited .

Governance Assessment

Positives (board effectiveness and alignment):

• Independent director with meaningful committee workload (Risk; Incentives Plans; Asset/Liability & Liquidity Risk; Profit‑Sharing), with disclosed full attendance for the committees he serves and strong overall Board attendance metrics .
• Attended the annual shareholder meeting (all directors attended except Mr. Sanchez, Jr.) .
• No compensation committee interlocks; committees empowered to retain advisors (though this authority was not exercised in 2024) .
• Ownership of IBOC shares (15,562, <1%), including IRA and joint holdings, supports some alignment with shareholders .

Watch items and potential red flags (investor confidence signals):

• No formal director stock ownership guidelines, which may weaken long‑term alignment relative to peers that require minimum holdings .
• Director compensation is cash‑heavy and includes additional subsidiary bank fees; absence of equity‑based director compensation reduces direct equity alignment (Company expressly grants no equity or non‑equity incentive plan compensation to non‑employee directors) .
• Related‑party banking transactions are possible given local bank model; while disclosed as ordinary course and compliant, investors should monitor for any change in scope/terms over time .

Overall, Mr. Miles appears to be an engaged, independent director with risk and balance‑sheet oversight exposure, solid attendance, and community/industry experience; alignment could be stronger if the Company adopted director ownership guidelines or equity grants, but current policy favors cash retainers and subsidiary board fees .