Jack Lord

About Jack Lord

Jack Lord (age 83) is an independent director of Prosperity Bancshares, Inc. (PB) and a retired shareholder of Houston accounting firm Harper & Pearson Co., PC. He has 45+ years as a Certified Public Accountant across oil and gas, manufacturing, banking, retail and services; he joined PB’s board in April 2016 after serving as a Prosperity Bank director since 1995. He holds a BA (High Honors) from the University of Texas at Austin and an MBA from Oklahoma City University, and has been designated an audit committee financial expert by PB’s board .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Audit Committee met 4 times in 2024. PB’s board determined he is independent under NYSE rules and an “audit committee financial expert” .
• Independence status: Board affirmatively determined Jack Lord is independent .
• Attendance and engagement: Board held four meetings in 2024; no director attended less than 75% of combined board and committee meetings .
• Executive sessions: In 2024, independent directors held two executive sessions; non‑employee directors held two .
• Lead independent director: Presiding Director is James A. Bouligny (since January 2013) .
• Years of service on PB board: Director since April 2016; Class III nominee for term ending at 2028 annual meeting upon election .

Fixed Compensation

• PB director fee schedule (2024):
  • Board: $3,700 (January meeting); $3,800 per other board meeting .
  • Committee member fees: $800 per meeting in Q1; $850 per meeting thereafter .
  • Committee chair fees: Audit $1,950 (Q1), $2,000 thereafter; Risk $1,900 (Q1), $1,950 thereafter; Governance/Compensation $1,400 (Q1), $1,450 thereafter .
  • One-time cash payment: $38,000 to each non‑employee PB director approved in December 2024; plus $2,300 to each non‑employee Bank director .
• 2024 Director Compensation – Jack Lord:

  Component	Amount (USD)
  Fees Earned or Paid in Cash	$56,450
  Stock Awards (grant-date fair value)	$83,398
  All Other Compensation (dividends on unvested restricted stock)	$3,248
  Total	$143,096

Performance Compensation

• Equity awards: Each non‑employee director received 1,500 shares of restricted stock granted April 16, 2024 (under the 2020 Stock Incentive Plan); forfeiture restrictions lapse on April 15, 2025 (2025 annual meeting) .
• Award vesting/mix (Jack Lord, 2024):

  Grant Date	Shares	Vesting	Grant-Date Fair Value
  Apr 16, 2024	1,500	Lapse on Apr 15, 2025	Included in $83,398

• Performance metrics tied to director pay:

  Metric Type	Status
  Financial/ESG metrics linked to director equity	None; director equity is time‑based restricted stock

Other Directorships & Interlocks

• Other public company directorships in last five years: Not disclosed in biography (PB states biographies include director positions held currently or in last five years; none listed for Jack Lord) .
• Interlocks/related roles: Not disclosed for Jack Lord; Compensation Committee interlocks section notes committee members (Holmes, Blanco, Stafford) and no interlocks—Jack is not on the Compensation Committee .

Expertise & Qualifications

• CPA with broad industry experience; built and managed a public accounting firm; banking governance since 1995 .
• Board-designated audit committee financial expert .
• Education: BA (High Honors) – University of Texas at Austin; MBA – Oklahoma City University; CPA designation; prior membership in Texas Society of CPAs and AICPA .

Equity Ownership

• Beneficial ownership (as of Feb 24, 2025): 32,525 shares; less than 1% of outstanding shares (95,262,717) .
• Ownership guidelines: Directors expected to own at least 5× annual cash retainer within five years of becoming a director; Company CEO 4× salary; other executives 2× salary .
• Hedging: Directors, officers, and employees prohibited from hedging company stock under Insider Trading Policy .
• Vested vs. unvested: 2024 restricted stock award (1,500 shares) lapses on April 15, 2025; thus unvested as of record date (Feb 24, 2025) .
• Initial Form 3 on joining PB board: Reported 22,000 shares owned directly (filed Apr 21, 2016) .

Governance Assessment

• Strengths:
  • Independence and audit oversight: Independent director, Audit Committee member, designated “financial expert,” enhancing financial reporting oversight .
  • Attendance/engagement: Met board and committee attendance thresholds; regular executive sessions with lead independent director structure .
  • Ownership alignment: Director stock ownership guidelines (5× retainer) and annual restricted stock grants promote alignment; hedging banned .
• Compensation mix and signals:
  • 2024 director comp included a $38,000 one‑time cash adjustment to align with peers, plus time‑based restricted stock (1,500 shares) .
• Potential conflicts/RED FLAGS:
  • None disclosed for Jack Lord in related‑party section; board affirms independence .
  • Company responded to 2024 Say‑on‑Pay (58% approval) by converting executive change‑in‑control provisions to double‑trigger (October 2024/January 2025)—positive governance responsiveness; not director‑specific but signals board oversight quality .
• Board effectiveness context:
  • Four standing committees (Audit, Compensation, Governance, Risk) with independent membership; Jack serves on Audit, which met 4x in 2024 .
  • Shareholder engagement and governance enhancements disclosed for 2024/2025 .