Laura Murillo
PROSPERITY BANCSHARESAbout Laura Murillo
Dr. Laura Murillo is an independent Class II director of Prosperity Bancshares (PB), age 58, appointed to the Board in October 2022. She is President & CEO of the Houston Hispanic Chamber of Commerce (since 2007) and previously held executive roles at Memorial Hermann Healthcare System (2003–2007) and the University of Houston (14 years prior to 2003). The Board has affirmatively determined she is independent under NYSE standards, and she met attendance expectations in 2024, with all directors attending the annual meeting and no director attending less than 75% of meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Memorial Hermann Healthcare System | Executive overseeing fundraising, capital campaign development, international services | 2003–2007 | Fundraising and campaign oversight |
| University of Houston | Executive: University Advancement (School of Business); University Recruitment and Retention of Minorities | Prior to 2003 (14 years) | Advancement and diversity-focused recruitment leadership |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Houston Hispanic Chamber of Commerce | President & CEO | Since 2007 | Community and business leadership |
| Federal Reserve System Community Advisory Council | Member | Current | Reports to the Board of Governors |
| Federal Reserve Bank of Dallas Business & Community Advisory Council | Member | Current | Advisory role |
| Houston-Harris County Sports Authority Foundation | Board member | Current | Community governance |
| MD Anderson Cancer Center Board of Visitors | Member | Current | Advisory role |
Board Governance
- Committee assignments: Murillo was not listed as a member of Audit, Compensation, Governance, or Risk Committees for 2024; chairs and members were specified and did not include her. Audit (Chair: Harrison Stafford II), Compensation (Chair: Ned S. Holmes), Governance (Chair: William T. Luedke IV), Risk (Chair: Robert Steelhammer). Meetings held: Audit 4, Compensation 2, Governance 1, Risk 3 in 2024.
- Independence: Board determined Murillo to be independent under NYSE standards after review of relationships and transactions.
- Attendance and engagement: Board held 4 meetings in 2024; no director attended less than 75% of Board and committee meetings. All directors attended the 2024 annual meeting (April 16, 2024). Independent and non-employee directors held two executive sessions each in 2024, led by the Presiding Director.
- Lead Independent Director: James A. Bouligny serves as Presiding Director (lead independent director) since January 2013.
- Anti-hedging policy: Directors, officers, and employees are prohibited from hedging Company stock.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $47,700 | $49,300 |
| Stock Awards – ASC 718 Fair Value (USD) | $84,518 | $83,398 |
| All Other Compensation (USD) | $1,540 | $3,248 |
| Total (USD) | $133,758 | $135,946 |
Notes:
- One-time cash payments: $33,000 to each non-employee director in 2023; $38,000 in 2024 (to address being below peer compensation).
- Meeting fees (Company Board): $3,700 per January meeting; $3,800 per other Board meeting in 2024; committee member fees $800 per meeting in Q1 2024, $850 thereafter; committee chair per-meeting fees: Audit $1,950/$2,000; Risk $1,900/$1,950; Governance and Compensation $1,400/$1,450 (Q1/thereafter).
- Bank Board meeting fees (if applicable): $1,600 through March, $1,700 thereafter; Bank committee meetings $550 through March, $600 thereafter; plus a one-time $2,300 payment to non-employee Bank directors in 2024.
Performance Compensation
| Grant Date | Award Type | Shares | Grant Fair Value (USD) | Vesting | Plan |
|---|---|---|---|---|---|
| April 16, 2024 | Restricted Stock (RS) | 1,500 | Included in $83,398 2024 stock award | Forfeiture restrictions lapse on April 15, 2025 (2025 annual meeting) | 2020 Stock Incentive Plan |
- Dividend equivalents: “All Other Compensation” reflects dividends paid on unvested restricted stock (directors other than Mr. Collier).
- Performance metrics: Director equity awards are time-based; no performance conditions disclosed for director grants.
Other Directorships & Interlocks
- Public company directorships: None disclosed for Murillo in PB’s proxy.
- Selection: Recommended to the Board by CEO David Zalman based on local bankers and business contacts.
- Governance context: The Board emphasizes diversity and refreshment; Murillo appointed in October 2022 as part of Board refresh.
Expertise & Qualifications
- Senior leadership in regional business community; experience in fundraising, capital campaigns, and international services (Memorial Hermann; Houston Hispanic Chamber).
- Higher education leadership focused on advancement and minority recruitment, indicating stakeholder and community engagement expertise.
- The Board cites her executive experience and service to the Houston community as qualifications for directorship.
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 2,900 (less than 1%) |
| Ownership % of Outstanding Shares | “*” (does not exceed 1.0%) |
| Pledged Shares | No pledging noted for Murillo in beneficial ownership footnotes (contrast: Steelhammer pledged 131,005 shares) |
| Stock Ownership Guidelines | Directors expected to own shares equal to at least 5x annual cash retainer by the fifth anniversary of becoming a director. |
| Anti-Hedging Policy | Hedging of Company common stock prohibited. |
Governance Assessment
- Board effectiveness: Murillo brings community, stakeholder, and fundraising expertise valuable for regional banking strategy and stakeholder relations, with solid attendance and independence status supporting investor confidence.
- Committee influence: No committee assignment in 2024 limits direct committee-level impact; potential for future assignment as tenure increases.
- Alignment: Time-based restricted stock grants and dividend equivalents, combined with director ownership guidelines (5x cash retainer), aim to align director incentives with shareholder interests; Murillo has up to five years from appointment to meet guideline expectations.
- Conflicts/related parties: Proxy discloses a related-party arrangement for another director (Leah Henderson’s spouse via Plexus), but no such transactions are disclosed for Murillo; Board conducted independence review covering director and immediate family relationships.
- RED FLAGS: None identified specific to Murillo (no disclosed pledging, legal proceedings, or related-party transactions). Continued monitoring of ownership guideline progress is prudent.