Leah Henderson
PROSPERITY BANCSHARESAbout Leah Henderson
Leah Henderson (age 58) has served on Prosperity Bancshares, Inc.’s (PB) Board since April 2007 and previously served on Prosperity Bank’s Board since 2002; she was formerly a director of Paradigm Bancorporation, Inc. prior to its merger into Prosperity Bank in 2002 . She retired in 2015 as Executive Vice President of Sales at PULSE, a Discover Financial Services company and electronic funds network, after 25 years, and holds a BBA from Stephen F. Austin State University . The Board classifies her as an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| PULSE (Discover Financial Services LLC) | Executive Vice President of Sales; executive management team | ~25 years; retired 2015 | Senior sales leadership at a major payments network |
| Paradigm Bancorporation, Inc. / Paradigm Bank Texas | Director | Pre-2002 until merger into Prosperity Bank (2002) | Banking board experience prior to PB service |
| Prosperity Bank | Director | Since 2002 | Continued board service at the bank subsidiary |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | The 2025 proxy does not list any other current public-company directorships for Henderson . |
| Non-profit/academic/private | — | — | No additional external roles disclosed in the proxy biographies reviewed . |
Board Governance
- Independence: The Board affirmatively determined Henderson is independent under NYSE standards .
- Committee assignments: Member, Risk Committee; Henderson previously served as Chair and member of the Compensation Committee (not current) .
- Committee activity: Risk Committee held three meetings in 2024; all members (including Henderson) are independent .
- Attendance: The Board held four meetings in 2024; no director attended less than 75% of aggregate Board and committee meetings; all directors attended the April 16, 2024 annual meeting .
- Board structure: Combined Senior Chairman & CEO with a Presiding (Lead Independent) Director; James A. Bouligny serves as Presiding Director .
Fixed Compensation
Director pay structure and Henderson’s 2024 amounts.
- Structure and one-time adjustment: For 2024, directors received per-meeting fees (Board: $3,700 in January; $3,800 other meetings; Committee: $800 in Q1 and $850 thereafter) and a one-time $38,000 cash payment to align with peers; Bank board/committee fees and a $2,300 Bank director payment were also approved .
- Time-vested equity grant: 1,500 shares of restricted stock granted April 16, 2024; forfeiture restrictions lapse on April 15, 2025 .
- Options: Company does not grant stock options to directors .
| 2024 Director Compensation (USD) | Cash Fees | Stock Awards (Grant-date FV) | All Other Comp | Total |
|---|---|---|---|---|
| Leah Henderson | $55,600 | $83,398 | $3,248 (dividends on unvested RS) | $142,246 |
| 2024 Director Fee Schedule (Company) | Amount |
|---|---|
| Board meeting fee (January) | $3,700 per meeting |
| Board meeting fee (other 2024 meetings) | $3,800 per meeting |
| Committee meeting fee (Q1 2024) | $800 per meeting |
| Committee meeting fee (after Q1 2024) | $850 per meeting |
| One-time cash payment (non-employee directors) | $38,000 |
Performance Compensation
- Director equity is time-based restricted stock; no performance-conditioned metrics apply to director awards; the company has not granted stock options in recent years .
| Director Equity Award Terms | Details |
|---|---|
| Grant to non-employee directors | 1,500 restricted shares each, granted April 16, 2024 |
| Vesting / Forfeiture restrictions lapse | At 2025 annual meeting (April 15, 2025) |
| Leah Henderson 2024 grant FV | $83,398 (ASC 718) |
| Options | Not granted to directors |
| Performance metrics for director equity | None disclosed (time-based only) |
Other Directorships & Interlocks
- Other public company boards: None listed for Henderson in the 2025, 2024, or 2023 proxies reviewed .
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation in 2024 (Compensation Committee members were Holmes, Blanco, Stafford II; Henderson is not listed) .
Expertise & Qualifications
- Financial services and payments: 25-year career at PULSE (Discover), EVP Sales and executive team, providing deep payments and financial services expertise .
- Banking governance: Long-standing PB director since 2007 and prior bank/holding company board experience since 2002, contributing continuity and sector insight .
- Education: BBA, Stephen F. Austin State University .
Equity Ownership
| Beneficial Ownership (as of Feb 24, 2025) | Shares | % of Outstanding |
|---|---|---|
| Leah Henderson | 25,501 | ~0.03% (25,501 / 95,262,717) |
Notes:
- Shares outstanding used for calculation: 95,262,717 .
- Prior-year disclosure provides examples of indirect holdings for Henderson (trust/custodian accounts), illustrating some shares may be held indirectly; the latest proxy lists total beneficial ownership without detailed footnote text in the cited excerpt .
- Stock ownership guidelines: Each director is expected to own PB shares equal to at least 5x the annual cash retainer within five years; CEO 4x salary; other executives 2x; compliance status by individual is not disclosed .
Governance Assessment
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Strengths:
- Independent director with long sector experience (payments and banking), Risk Committee member; Board confirms independence .
- Solid engagement: no director below 75% attendance; all directors attended the 2024 annual meeting; Risk Committee met three times in 2024 .
- Alignment mechanisms: time-based restricted stock awarded annually to non-employee directors; director stock ownership guidelines (5x retainer) enhance alignment, though individual compliance isn’t disclosed .
-
Compensation mix:
- 2024 total of $142,246 for Henderson comprised of $55,600 cash and $83,398 equity plus $3,248 dividends, indicating a meaningful equity component; one-time $38,000 cash payment addressed below-peer director pay level .
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RED FLAGS / Monitoring items:
- Related-party transaction: Henderson’s spouse is employed by Plexus Group; in 2024 the Bank paid Plexus directly and indirectly over $120,000, and her spouse received approximately $336,000 attributable to the Company’s business—this is disclosed under related-party transactions and warrants ongoing monitoring for independence optics, notwithstanding the Board’s independence determination .
- Options/hedging: Company prohibits hedging of PB stock by directors; no options are granted, reducing risk of option-related repricing or timing concerns .
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Broader governance context:
- Board leadership includes a Presiding (Lead Independent) Director who leads executive sessions; independent directors held two executive sessions in 2024; non-employee directors held two executive sessions .
Overall, Henderson brings seasoned financial services and payments expertise with consistent board engagement and equity-based alignment; the disclosed Plexus-related party transactions are the primary conflict sensitivity to monitor for investor confidence .