Asylbek Osmonov
PROSPERITY BANCSHARESAbout Asylbek Osmonov
Asylbek Osmonov is Chief Financial Officer of Prosperity Bancshares (and the Bank) since June 14, 2019, after serving as Interim CFO from April 1 to June 14, 2019; previously the Bank’s Chief Accounting Officer since September 2013 and an audit senior manager at Deloitte LLP (2004–2013). He is 44, a Certified Public Accountant, with a B.Acc. from the University of Mississippi and an MPA from the University of Texas at Austin; his Deloitte focus included financial services and oil & gas . Company performance context: in 2024, PB’s TSR value reached 122.89 versus KBW Regional 130.90 and Nasdaq Bank 141.59; net income was $479,386 thousand and NPAs/average interest-earning assets were 0.23% . The compensation program emphasizes annual formulaic metrics (EPS growth, ROAE, efficiency, asset quality, deposits/assets/loans growth, TSR, dividends), though Osmonov does not participate in the formulaic annual incentive bonus program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prosperity Bancshares/Bank | Chief Financial Officer | Jun 14, 2019–present | Senior finance leadership during periods of deposit/liquidity pressure and industry stress; role excludes participation in formulaic annual incentive bonus |
| Prosperity Bank | Interim Chief Financial Officer | Apr 1, 2019–Jun 14, 2019 | Transition leadership prior to permanent appointment |
| Prosperity Bank | Chief Accounting Officer | Sep 2013–Mar 2019 | Controllership/accounting leadership |
| Deloitte LLP | Audit Senior Manager | 2004–2013 | Focused on financial services and oil & gas; technical audit expertise |
External Roles
No public company directorships or external board roles disclosed for Osmonov .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $337,365 | $350,859 | $357,877 |
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Discretionary Cash Bonus ($) | $410,121 | $410,000 | $428,000 |
| Annual Incentive Program (Formulaic) | Not eligible | Not eligible | Not eligible |
| Stock Awards (Grant-Date Fair Value, $) | $522,900 (7,500 RS) | — | — |
| Non-Equity Incentive Plan ($) | — | — | — |
| All Other Compensation ($) | $25,292 | $31,100 | $32,149 |
| Total Summary Compensation ($) | $1,295,678 | $791,959 | $818,026 |
Company Annual Incentive Bonus Metrics (CFO not eligible in 2024):
| Metric | 2024 Target | Calculation Factor | Program Payout Context |
|---|---|---|---|
| Total return | 8.0% | 2% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Increase in EPS | 8.0% | 2% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Increase in deposits | 5.0% | 1% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Increase in assets | 5.0% | 1% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Increase in loans | 5.0% | 1% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Return on avg equity | 8.0% | 2% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Efficiency ratio | 55.0% | 2% per 1% below target | Eligible NEOs earned ~44% of max aggregate incentive |
| Increase in dividends | 7.0% | 2% per 1% above target | Eligible NEOs earned ~44% of max aggregate incentive |
| Asset quality | 0.5% | 1% per 0.01% below target | Eligible NEOs earned ~44% of max aggregate incentive |
Notes:
- If performance is worse than targets for efficiency/asset quality or better than targets for other indicators, no incentive is payable for that indicator .
- Long-term equity awards are discretionary and typically three-year cliff vest restricted stock; Osmonov’s equity grant occurred in 2022 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 16,067 |
| Ownership % of Shares Outstanding | ~0.017% (calc: 16,067 ÷ 95,262,717) |
| Unvested Restricted Stock | 7,500 shares; market value $565,125 at $75.35/share |
| Vesting Schedule – RS (Unvested) | Vests July 19, 2025 (three-year cliff) |
| Options Outstanding | None |
| Shares Pledged as Collateral | No pledging disclosed for Osmonov (contrast: Steelhammer 131,005 pledged) |
| Stock Ownership Guidelines | Execs expected to own ≥2× base salary; CEO ≥4× salary |
| Guideline Threshold (2× 2024 Salary) | $715,754 (2 × $357,877) |
| Approx. Market Value of Holdings at 12/31/24 | ~$1.21 million (16,067 × $75.35) |
| Compliance Status | Not explicitly disclosed; value-based guidelines exist |
Note: Ownership value approximation uses the 12/31/24 closing price referenced in the proxy; guideline definitions may vary in whether unvested RS counts toward compliance .
Employment Terms
| Term | Osmonov |
|---|---|
| Employment Start (CFO) | Interim CFO from Apr 1, 2019; CFO since Jun 14, 2019 |
| Employment Agreement | None disclosed for Osmonov (agreements exist for Zalman, Timanus, Safady) |
| Annual Incentive Program Participation | Not eligible for formulaic annual incentive bonus |
| Change-in-Control Economics | Equity acceleration only; estimated $565,125 for unvested RS at $75.35/share (assumes immediate vesting) |
| Severance Multiples (Salary+Bonus) | None disclosed for Osmonov (multiples apply to other executives per agreements) |
| Non-Compete/Non-Solicit | Not disclosed for Osmonov (certain provisions apply to Safady only) |
| Clawback/Recoupment | Not specifically disclosed in proxy; general governance context provided |
Investment Implications
- Pay-for-performance alignment: Osmonov’s compensation mix is cash-heavy, anchored by base salary and discretionary cash bonuses, with no participation in the formulaic annual incentive program and limited equity grants (none in 2023–2024), reducing exposure to formula-based payouts but also limiting direct equity-linked incentives .
- Near-term vesting overhang: 7,500 restricted shares are scheduled to vest on July 19, 2025; monitor Form 4 activity around vest dates for potential selling pressure given no options outstanding and a single unvested grant .
- Alignment and pledging: Beneficial ownership is modest in % terms but, on a point-in-time basis at 12/31/24 price, appears above the 2× salary guideline threshold; no pledging disclosed for Osmonov, reducing alignment red flags (policy expects meaningful ownership for executives) .
- Retention and change-of-control: No disclosed employment agreement or severance multiple for Osmonov; change-in-control benefits for him are limited to equity acceleration, implying lower parachute protection relative to certain peers at PB—potentially neutral to retention but reduces golden parachute risk for shareholders .
- Governance backdrop: 2024 Say-on-Pay softness (58% approval) was attributed to the CEO’s prior single-trigger CIC clause, since amended to double-trigger; broader program remained stable, and Osmonov’s non-participation in the formulaic plan is an established feature of PB’s design .