J. Mays Davenport

About J. Mays Davenport

Executive Vice President and Director of Corporate Strategy at Prosperity Bancshares, Inc. (Prosperity) and Prosperity Bank; member of the Bank’s Board of Directors. Joined Prosperity on November 1, 2019 via the LegacyTexas merger; licensed CPA; Magna Cum Laude B.B.A. in Finance and Accounting from Texas A&M University; age 57 (2025) . Company performance context during his tenure: 2024 net income of $479.4 million; Company TSR (value of initial $100) improved from 99.59 (2020) to 122.89 (2024), reflecting resilient performance through rate volatility and acquisitions .

Past Roles

External Roles

Fixed Compensation

Summary (Davenport was a Named Executive Officer in 2022; not listed as an NEO in 2023–2024):

Performance Compensation

Annual incentive structure (company-wide for executives) emphasizes balanced performance with quantitative targets; paid ~75% cash and ~25% restricted stock; metrics and weights below (2022 illustrated) .

• 2022 annual incentive metrics and targets: | Metric | Weight | Target | Payout formula | |---|---:|---:|---| | Total return (TSR) | 15% | 8.0% | 2% of bonus for each 1% above target | | Increase in EPS | 15% | 8.0% | 2% per 1% above target | | Asset quality (NCOs/avg loans) | 15% | 0.5% | 1% per 0.01% below target | | Return on average equity | 15% | 8.0% | 2% per 1% above target | | Efficiency ratio | 15% | 55.0% | 2% per 1% below target | | Dividend increase | 10% | 7.0% | 2% per 1% above target | | Increase in assets | 5% | 5.0% | 1% per 1% above target | | Increase in loans | 5% | 5.0% | 1% per 1% above target | | Increase in deposits | 5% | 5.0% | 1% per 1% above target |

• 2022 Davenport actual annual incentive payout: | Component | Amount ($) | Evidence | |---|---:|---| | Cash (Non-Equity Incentive Plan Compensation) | 99,289 | | Stock (25% of bonus) | 33,069 (restricted stock granted 12/30/2022 as bonus component) | | Total variable payout (annual incentive) | 132,358 | Sum of above; aligns with Grants of Plan-Based Awards “Target” $132,386 . |

• Long-term equity awards:

  • 2022 grant of 10,000 RS (grant date fair value $742,400) vesting in Oct 2025; plus smaller annual-incentive RS tranches vesting in 2023–2025 .
  • 2019 grant of 10,000 RS vested in 2022 (contributing to 10,476 shares vested in 2022; value $753,295) .

Equity Ownership & Alignment

Detailed Vesting Schedules (Vesting pressure indicators)

Employment Terms

• Current role: EVP & Director of Corporate Strategy of Prosperity and Prosperity Bank; Bank Board member .
• Start date: November 1, 2019 (joined via LegacyTexas merger) .
• Employment agreements: The proxy discloses employment/change-in-control agreements for the CEO (Zalman), Chairman (Timanus), and Vice Chairman (Safady); Davenport is not listed among executives with such agreements .
• Severance/change-of-control: No individual severance or CIC terms disclosed for Davenport; equity treatment under the 2020 Stock Incentive Plan is at Compensation Committee discretion upon a change in control (accelerate vesting, cash out, or assume/substitute) .

Governance & Shareholder Feedback Signals (Context)

Compensation Peer Group (for context)

• Representative mid-cap/regional banks used in benchmarking (e.g., Associated, BankUnited, BOKF, Cadence, Frost, Old National, Pinnacle, SouthState, Synovus, Texas Capital, UMB, Valley, Webster, Wintrust, Western Alliance, etc.) .

Performance & Track Record (Company context during tenure)

Notes:

• Executive compensation “actually paid” is directionally aligned with Company TSR and net income trends; performance measures cited as most important include ROAA, EPS growth, efficiency ratio, dividend increases, and M&A strategy/execution .
• Incentive design excludes one-time M&A and FDIC special assessment effects when assessing certain targets in relevant years, aligning incentives with underlying performance .

Investment Implications

• Near-term vesting overhang: Davenport has a 10,000-share cliff RSU vest on October 18, 2025 (plus a final 1/3 of a smaller annual-incentive grant on February 15, 2025), which could create modest discretionary selling pressure around those dates absent 10b5‑1 plans .
• Alignment: Beneficial ownership of 77,275 shares and Company-wide ownership guidelines (2x salary for executives) indicate ongoing equity exposure; no pledging disclosed; hedging prohibited, supporting alignment with shareholders .
• Retention/contract risk: No individual employment/CIC agreement is disclosed for Davenport, so retention levers are primarily equity-based; change-in-control treatment would be by plan/committee discretion (potential to accelerate), but no guaranteed cash severance terms are disclosed for him .
• Governance overhang resolved: 2024 Say-on-Pay dip was attributed to CEO single-trigger CIC; Company amended CEO (Oct-2024) and Chairman (Jan-2025) agreements to double-trigger, reducing governance risk; not specific to Davenport but relevant to overall compensation risk profile .

Disclosure reminders:

• Prosperity reports no executive pensions/SERPs; retirement benefits limited to 401(k) matching; perquisites are modest and disclosed (for Davenport in 2022) .
• Davenport was an NEO in 2022 due to a long-term equity grant; he was not listed as an NEO in 2023 or 2024, reducing visibility into his current cash compensation, but his executive status and biography are disclosed in 2024–2025 proxies .