James A. Bouligny
PROSPERITY BANCSHARESAbout James A. Bouligny
Independent Class II director of Prosperity Bancshares, Inc. since 1991; age 89. Legal background as former named partner and currently Of Counsel to Duckett, Bouligny & Collins, LLP; extensive civic service. Serves as Presiding Director (lead independent director) since January 2013, presiding over executive sessions and providing independent leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duckett, Bouligny & Collins, LLP | Named Partner; Of Counsel | Named Partner prior to 2007; Of Counsel thereafter | Legal expertise supporting board governance |
| City of El Campo, Texas | City Attorney | 18 years | Municipal legal oversight; community ties |
| Wharton County Junior College | Board of Trustees Member | 25 years | Long-term oversight experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| MG and Lillie Johnson Foundation | Member | Current | Philanthropic governance involvement |
| St. Philip Catholic School Endowment | Trustee | Current | Education-focused endowment oversight |
| Mid Coast Title | Director | Current | Private company directorship (no public-company interlocks disclosed) |
Board Governance
- Independence: Board affirmatively determined Bouligny is independent under NYSE standards .
- Roles: Presiding Director (lead independent) since Jan 2013; leads executive sessions; assists agenda-setting and risk oversight .
- Committees: Member, Governance Committee; Member, Risk Committee (Risk Committee held 3 meetings in 2024) .
- Attendance: Board met 4 times in 2024; no director attended less than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging policy applies to all directors; prohibition on hedging Company stock .
- Stock ownership guidelines: Directors expected to own Company stock ≥ 5x annual cash retainer within 5 years of joining the board .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $56,450 | Includes one-time $38,000 cash payment approved in Dec 2024 for non-employee directors; standard Board meeting fees: $3,700 (Jan) and $3,800 thereafter; committee meeting fees: $800 in Q1 and $850 thereafter |
| All Other Compensation (2024) | $3,248 | Represents dividends on unvested restricted stock (for non-employee directors) |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | Apr 16, 2024 | 1,500 | $83,398 | Forfeiture restrictions lapse Apr 15, 2025 (2025 annual meeting) |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| None | Director equity compensation is time-based restricted stock; no performance metrics disclosed for director pay |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Mid Coast Title | Private | Director | No Company-related conflict disclosed |
| Public Company Boards | — | — | None disclosed |
Expertise & Qualifications
- Degrees: BBA and JD, University of Texas .
- Core expertise: Legal, governance, community leadership; decades of board service supporting institutional knowledge and risk oversight .
- Lead independent experience: Presiding Director responsibilities including executive sessions leadership and agenda input .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged as Collateral | Notes |
|---|---|---|---|---|
| James A. Bouligny | 338,737 | “*” (less than 1.0%) | Not disclosed for Bouligny (Steelhammer pledges noted separately) | Shares outstanding: 95,262,717 as of Feb 24, 2025 |
Insider Trades
| Date (Filing/Report) | Form | Transaction | Shares/Price | Source |
|---|---|---|---|---|
| Apr 16, 2025 | Form 4 | Reported transaction(s) on director grant date (consistent with 1,500 RSU grant) | Not specified in proxy; Form 4 filed | https://www.sec.gov/Archives/edgar/data/1213456/000095017025054585/xslF345X03/ownership.xml |
| Jun 13, 2025 (reported Jun 17, 2025) | Form 4 | Reported transaction (including stock gift activity) | Filing index; details in ownership documents | https://www.sec.gov/Archives/edgar/data/1068851/000095017025087528/0000950170-25-087528-index.htm |
| Jun 18, 2025 | — (aggregators) | Sale (indirect) | 74,480 shares at $66.84–$67.77 | https://finance.yahoo.com/quote/PB/insider-transactions/ |
Note: Use EDGAR documents for definitive transaction details; aggregator data provided for indicative context with full URLs.
Governance Assessment
- Strengths: Long-tenured independent director; Presiding Director since 2013, reinforcing independent oversight and executive session efficacy; active on Governance and Risk Committees .
- Alignment: Receives annual restricted stock grants; dividends on unvested shares; director ownership guidelines mandate 5x retainer; beneficial ownership of 338,737 shares indicates meaningful stake, with no pledging disclosed for him .
- Compensation mix: 2024 total $143,096 composed of $56,450 cash, $83,398 equity, $3,248 dividends; one-time $38,000 cash uplift addressed below-peer compensation concerns—positive responsiveness but watch for normalization trends .
- Conflicts and related-party exposure: Company maintains formal Related Party Transactions Policy; director/officer loans aggregated $266,000 in 2024 on market terms; no Bouligny-specific related-party transactions disclosed .
- Shareholder signals: Board responded to 2024 Say-on-Pay weakness (58% approval) by amending executive employment agreements to double-trigger change-in-control (improves governance posture), though this pertains to executives rather than directors directly .
RED FLAGS
- None disclosed specific to Bouligny (no pledging, no related-party transactions). Note broader board-level items for monitoring: very long tenure and advanced age (succession and refresh considerations), though attendance and independence are affirmed .