Ileana Blanco

About Ileana Blanco

Ileana Blanco (age 65) is a Class III director of Prosperity Bancshares (PB), appointed in October 2022 and nominated for re‑election at the 2025 annual meeting to serve through 2028. She is an independent director under NYSE standards and serves on PB’s Compensation Committee; the Board held four meetings in 2024 with no director below 75% attendance, and all directors attended the 2024 annual meeting. Blanco is a seasoned banking litigator with 35+ years representing financial institutions; she is currently Disputes Training National Leader at DLA Piper, founded the firm’s Houston office and served eight years as its managing partner; previously a partner at Bracewell LLP serving on its Management Committee. She was recommended as a director candidate by CEO David Zalman, which the Board nonetheless determined meets independence standards.

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; the committee held two meetings in 2024 and operates under a written charter. Compensation Committee members (including Blanco) were all independent; no Item 404 related‑party relationships disclosed for committee members.
• Independence: Board affirmatively determined Blanco is independent under NYSE rules.
• Attendance: Board met four times in 2024; no director attended less than 75% of combined Board and committee meetings. All directors attended the 2024 annual meeting.
• Board structure: Combined Senior Chairman/CEO with a Presiding Director (Lead Independent) overseeing executive sessions; independent directors held two executive sessions in 2024.
• Classification and term: Class III nominee in 2025; if elected, term runs until the 2028 annual meeting (majority‑vote‑plus resignation bylaw in uncontested elections).

Fixed Compensation

• Director fee structure and chair premia (for context): Audit Chair $1,950 → $2,000; Risk Chair $1,900 → $1,950; Governance/Compensation Chairs $1,400 → $1,450; these chair fees do not apply to Blanco (not a chair).

Performance Compensation

• Stock‑based compensation is accounted for under ASC 718. No options or PSUs disclosed for directors in 2024; no performance metric linkage for director equity grants.

Other Directorships & Interlocks

Expertise & Qualifications

• 35+ years representing banks in complex commercial litigation; counseling bank officers/directors; legal leadership and office management credentials.
• Community and diversity leadership (HAWA President; Hispanic Bar Association director); certified mediator and pro bono service.

Equity Ownership

• Stock ownership guidelines for directors: expected to own shares equal to at least five times the annual cash retainer within five years of becoming a director (compliance status not disclosed).

Governance Assessment

• Strengths:

  • Independent director with deep legal expertise in financial institutions; active Compensation Committee member, contributing to pay governance and succession planning.
  • Solid engagement: Board attendance above 75% threshold; full attendance at 2024 annual meeting; independent director executive sessions held.
  • Alignment mechanisms: annual restricted stock grants with time‑based vesting and anti‑hedging policy; director stock ownership guidelines in place.
  • No Compensation Committee interlocks or related‑party relationships for committee members in 2024.

• Watch items / potential red flags:

  • Director candidate recommendation by CEO (David Zalman) could raise perception risk on independence, though Board affirmatively determined independence under NYSE standards.
  • Modest disclosed beneficial ownership (2,900 shares) relative to guideline; compliance timeline extends to five years from appointment (status not disclosed).

• Compensation structure signals:

  • One‑time $38,000 cash payment to all non‑employee directors in 2024 due to below‑peer compensation—suggests benchmarking adjustments but not pay inflation for performance; equity remains time‑based without performance linkage.

• Related party transactions:

  • None disclosed for Blanco; a separate director (Leah Henderson) had a disclosed relationship via Plexus Group; not directly implicating Blanco.

• Board effectiveness context:

  • Board comprised entirely independent members on key committees; four meetings in 2024; structured executive sessions and a Presiding Director provide oversight balance in the combined Chair/CEO model.