Harrison Stafford II
PROSPERITY BANCSHARESAbout Harrison Stafford II
Harrison Stafford II, age 83, is a Class I independent director of Prosperity Bancshares, Inc. (PB) serving since April 2000; he is the Audit Committee Chair and determined to be an SEC “audit committee financial expert.” He holds a BBA and JD from the University of Texas and a Master’s degree in Finance from the Wharton School, bringing legal, audit, and public-sector governance experience to the board . His background includes service as County Judge (1991–2010) and County Auditor (1972–1990) in Jackson County, Texas, and current treasurer roles in local historical and museum organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson County, Texas | County Judge | Jan 1991–Dec 2010 | County leadership and oversight |
| Jackson County, Texas | County Auditor | 1972–1990 | Financial controls and audit oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jackson County Historical Commission | Treasurer | Current | Community stewardship |
| Texana Museum & Library Association | Treasurer | Current | Non-profit financial oversight |
| Trinity Episcopal Church | Senior Warden | Prior | Congregation leadership |
| Lavaca Regional Water Planning Group | Chairman | Prior | Regional planning leadership |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; designated “audit committee financial expert” (SEC) .
- Independence: Board affirmatively determined Stafford is independent under NYSE standards .
- Attendance and engagement: Board met 4 times in 2024; no director attended less than 75% of combined board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: In 2024, independent directors held two executive sessions; non‑employee directors held two; Presiding Director is James A. Bouligny .
- Risk oversight context: Audit oversees financial reporting and internal audit; Compensation oversees pay-related risks; Governance oversees board composition/ESG; Risk Committee oversees enterprise-wide risk .
Committee Meetings (2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit | Chair (Stafford) | 4 |
| Compensation | Member (Stafford) | 2 |
| Board | Director | 4 |
Fixed Compensation
| Component | Amount/Terms | 2024 Value for Stafford |
|---|---|---|
| Board meeting fees | $3,700 (Jan meeting); $3,800 each subsequent board meeting | Included in total cash below |
| Committee meeting fees (member) | $800 per meeting in Q1; $850 thereafter | Included in total cash below |
| Committee chair fees (Audit) | $1,950 per meeting in Q1; $2,000 thereafter | Applies to Stafford as Audit Chair |
| One-time catch-up cash (Company director) | $38,000 (approved Dec 2024) | Included |
| Total fees earned (cash) | — | $62,700 |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Fair Value | Vesting/Forfeiture Lapse | Dividends on Unvested RS |
|---|---|---|---|---|---|
| Restricted Stock (non-employee directors) | Apr 16, 2024 | 1,500 | $83,398 | Lapse on Apr 15, 2025 (2025 annual meeting) | $3,248 |
- Performance metrics: Director equity compensation is time-based restricted stock; no performance metrics disclosed for director awards .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in biography . |
- Compensation Committee interlocks: None; committee members (including Stafford) had no relationships requiring Item 404 disclosure in 2024 .
Expertise & Qualifications
- Education: BBA, JD (University of Texas); Master’s in Finance (Wharton) .
- Designations: SEC “audit committee financial expert” .
- Skills: Legal, audit, governmental leadership (County Judge/Auditor) .
- Board skills matrix context: Board highlights varied financial, regulatory, community experience across members .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Record Date |
|---|---|---|---|
| Harrison Stafford II | 296,443 | <1% (asterisked in table) | Feb 24, 2025 |
- Ownership guidelines: Directors expected to own PB shares equal to at least 5x annual cash retainer within five years; anti‑hedging policy prohibits hedging by directors/officers/employees .
- Pledging: No pledging disclosure noted for Stafford; anti-hedging policy in place .
- Vested/unvested breakdown and options: Not disclosed for directors; options not indicated in director compensation tables .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair and SEC-designated financial expert—strong alignment with oversight of financial reporting and controls .
- Attendance: Board/committee participation above minimum threshold; annual meeting attendance confirmed .
- Ownership and alignment: Meaningful personal stake (296,443 shares); board-level ownership guidelines and anti-hedging policy support alignment .
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Potential concerns and monitoring items:
- Say‑on‑Pay support dropped to 58% in 2024 (from 95% in 2023); however, board amended CEO and Chairman agreements to adopt double‑trigger change‑in‑control, addressing the primary ISS concern; ongoing disclosure enhancements requested by shareholders .
- Board refreshment: Long tenure (since 2000) and age (83) warrant continued refreshment focus; Governance Committee reviews composition annually .
- One‑time director cash catch‑up ($38,000) raised guaranteed pay; rationale was peer alignment—monitor future mix of cash vs. equity .
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Conflicts/related party exposure:
- No Item 404 relationships for Compensation Committee members (including Stafford) in 2024 .
- Ordinary‑course loans to directors/executives aggregated $266,000 as of Dec 31, 2024 (~0.01% of Tier 1 capital), on market terms; Governance Committee oversees related‑party policy .
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Shareholder engagement signals:
- Management engaged top 17 shareholders pre‑meeting, and post‑meeting contacted 14 shareholders (~49% of outstanding); six (~33%) met and provided feedback—committee responsiveness credible .