Ned S. Holmes
PROSPERITY BANCSHARESAbout Ned S. Holmes
Ned S. Holmes, age 80, is a Class III director nominee at Prosperity Bancshares, Inc. (PB). He previously served as Chairman of PB’s Board from February 2001 to April 2006 and brings decades of banking and public-sector experience; he was born in Houston and has led significant real estate and civic initiatives including service on the Texas Transportation Commission (2007–2012) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prosperity Bancshares, Inc. | Chairman of the Board | Feb 2001 – Apr 2006 | Led board during integration era post-Commercial Bancshares merger |
| Commercial Bancshares, Inc. | Chairman of the Board; Director | Chairman since 1991; Director since 1979 | Oversight and leadership pre-merger with PB |
| Heritage Bank | Senior Chairman of the Board | 1991 | Senior leadership role |
| Parkway Investments/Texas, Inc. | Chairman & President | 1980 – Dec 31, 2005 | Managed real estate assets, hotel project execution |
| Commercial Bancshares, Inc. | President | 1979 – 1986 | Operating leadership in banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Texas Transportation Commission | Commissioner | Jan 2007 – Jun 2012 | State infrastructure oversight |
| Greater Houston Partnership | Chairman Emeritus | Not disclosed | Regional economic leadership |
| Memorial Hermann Hospital System | Director | Not disclosed | Healthcare governance |
| Baylor College of Medicine | Director | Not disclosed | Academic medical governance |
| UT M.D. Anderson Cancer Center | Director | Not disclosed | Cancer center governance |
| Gulf Coast Rail District | Director | Not disclosed | Transportation oversight |
| Coastal Coordination Council | Director | Not disclosed | Coastal policy coordination |
| Transportation Transformation Group | Director | Not disclosed | National transportation advocacy |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee Chair; both committees composed entirely of independent directors under NYSE standards; Holmes is designated an “audit committee financial expert” by SEC rules .
- Independence: Board affirmatively determined Holmes is independent under NYSE standards .
- Meetings and engagement: Board met 4 times in 2024; no director attended less than 75% of combined Board/committee meetings; all directors attended the April 16, 2024 annual meeting. Independent directors held two executive sessions; non‑employee directors held two .
- Committee activity levels: Audit Committee held 4 meetings; Compensation Committee held 2 in 2024 .
Fixed Compensation
Policy and 2024 payouts (director-level):
- Board meeting fees: $3,700 (January), $3,800 for each other Board meeting; committee member fees $800 per meeting in Q1 2024 and $850 thereafter .
- Committee chair fees: Audit Chair $1,950 per meeting (Q1) and $2,000 thereafter; Risk Chair $1,900 (Q1) and $1,950 thereafter; Governance and Compensation Chairs $1,400 (Q1) and $1,450 thereafter .
- One‑time cash: $38,000 per non‑employee PB director (Dec 2024) to address below‑peer compensation; $2,300 per non‑employee Bank director .
| 2024 Director Cash Compensation | Amount (USD) |
|---|---|
| Fees earned or paid in cash (Holmes) | $58,500 |
| One-time cash payment included | $38,000 |
| Other cash policy details (meeting/committee rates) | See policy above |
Performance Compensation
- PB granted each non‑employee director 1,500 restricted shares on April 16, 2024 under the 2020 Stock Incentive Plan; grant-date fair value for Holmes: $83,398; restrictions lapse on April 15, 2025; no performance conditions disclosed (time‑based vesting). Dividends on unvested awards are paid (Holmes: $3,248 classified as “All Other Compensation”) .
| Award Type | Grant Date | Shares | Grant-Date Fair Value | Vesting/Lapse Date | Performance Conditions |
|---|---|---|---|---|---|
| Restricted Stock | Apr 16, 2024 | 1,500 | $83,398 | Apr 15, 2025 | None (time-based) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member (including Holmes) had relationships requiring Item 404 disclosure in 2024 .
- Public company directorships: None disclosed for Holmes; external roles listed are civic/healthcare/academic/governmental bodies .
Expertise & Qualifications
- Designated audit committee financial expert; deep banking leadership and public-sector infrastructure oversight; extensive real estate investment and project management background .
Equity Ownership
Aggregate and breakdown:
- Total beneficial ownership: 363,118 shares; indicated as under 1% of outstanding (95,262,717 shares as of Feb 24, 2025) .
- Breakdown: spouse (2,000), HF Properties, Ltd. (70,070; Holmes managing partner), Ned S. Holmes Profit Sharing Plan (125,193), exempt trust (3,720; trustee), trust for daughter (47,000; trustee), Downie 1998 Children’s Trust (8,820; trustee) .
- Pledging: No pledging disclosed for Holmes; separate disclosure notes pledging for another director (Steelhammer), suggesting pledges are explicitly identified when present .
- Ownership guidelines: Directors must own stock equal to at least 5x annual cash retainer within five years of joining the Board; individual compliance status not disclosed .
| Ownership Metric | Detail |
|---|---|
| Shares beneficially owned | 363,118 (under 1% of 95,262,717 outstanding) |
| Spouse | 2,000 |
| HF Properties, Ltd. (managing partner) | 70,070 |
| Profit Sharing Plan | 125,193 |
| Exempt trust (trustee) | 3,720 |
| Trust for daughter (trustee) | 47,000 |
| Downie 1998 Children’s Trust (trustee) | 8,820 |
| Unvested director RS (2024 grant) | 1,500; lapses Apr 15, 2025 |
| Pledged shares | None disclosed for Holmes |
| Director ownership guideline | 5x annual cash retainer; 5-year compliance window |
Governance Assessment
- Strengths: Holmes is independent; chairs the Compensation Committee; serves on Audit with “financial expert” designation; Board reports solid attendance and engagement (all directors at 2024 annual meeting; no director below 75% attendance) .
- Alignment: Significant personal stake (363,118 shares) with diversified holding structures; no pledging disclosed; anti‑hedging policy in place for all insiders .
- Compensation signals: 2024 director pay includes a one‑time $38,000 cash adjustment recognizing below‑peer compensation, plus time‑vested restricted stock; monitor for future cash retainer escalation (pay inflation risk) .
- Conflicts: No Item 404 related‑party relationships for Compensation Committee members (including Holmes); interlocks absent in 2024—a positive governance indicator .
RED FLAGS and Watch Items:
- One‑time cash uplift to all directors ($38,000) may foreshadow upward drift in fixed cash compensation—track peer benchmarking and subsequent changes to retainers and fees .
- Long tenure (chairmanship 2001–2006, sustained director service) warrants periodic independence reassessment; Board currently affirms independence .
Additional context:
- Lead Independent Director (“Presiding Director”) role held by James A. Bouligny since Jan 2013; independent executive sessions occurred in 2024—supports Board oversight balance with combined CEO/Senior Chairman structure .