Perry Mueller, Jr.
PROSPERITY BANCSHARESAbout Perry Mueller, Jr.
Perry Mueller, Jr., D.D.S., age 91, is a Class I director of Prosperity Bancshares, Inc. and has served on the board since November 2001. A dentist by profession, he completed pre‑dental studies at the University of Texas and graduated with honors from the University of Texas Dental Branch in the Texas Medical Center. He is the father‑in‑law of David Zalman, PB’s Senior Chairman and CEO; he is not identified as an independent director in PB’s independence determinations. The board held four meetings in 2024 and no director attended less than 75% of the aggregate of board and applicable committee meetings; all directors attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First National Bank, Lake Jackson, TX | Co‑founder; Vice Chairman | 1963–2002 | Founding leadership of local bank; long-standing board experience |
| Private Dental Practice, Lake Jackson, TX | Dentist (owner) | 50+ years | Health care practitioner; community ties |
| Brazosport Day Care Center | Founder | Not disclosed | Community leadership |
| Civic/Service (Optimist International, Kiwanis, Rotary) | Officer/Member | Not disclosed | Community engagement; service roles |
| Dental Missionary | Volunteer | Not disclosed | Missions in Haiti, Africa, Mexico, South Korea |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public-company directorships disclosed |
| Nonprofit/Academic | Various (see above) | Not disclosed | Community and service roles noted in biography |
Board Governance
- Committee assignments and chair roles: Not listed as a member of PB’s Audit, Compensation, Governance, or Risk Committees, and therefore holds no committee chair roles. Current memberships: Audit – Stafford (Chair), Holmes, Lord; Compensation – Holmes (Chair), Blanco, Stafford; Governance – Luedke (Chair), Bouligny, Steelhammer; Risk – Steelhammer (Chair), Bouligny, Henderson, Luedke.
- Independence status: Not included among directors determined independent (independent directors listed: Blanco, Bouligny, Henderson, Holmes, Lord, Luedke, Murillo, Stafford, Steelhammer). Family relationship disclosed (father‑in‑law of CEO).
- Attendance and engagement: Board met 4 times in 2024; no director <75% attendance; independent directors held two executive sessions; all directors attended the 2024 annual meeting. Presiding (lead) independent director is James A. Bouligny.
- Shareholder feedback: 2024 Say‑on‑Pay received 58% approval; company amended change‑in‑control terms to double‑trigger; 2025 Say‑on‑Pay vote results were 77,213,667 For, 3,310,249 Against, 479,872 Abstentions.
Fixed Compensation
Director cash and equity compensation (FY 2023–2024):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 47,700 | 53,100 |
| Stock Awards – Grant-Date Fair Value ($) | 84,518 | 83,398 |
| All Other Compensation ($) | 2,970 | 3,248 |
| Total ($) | 135,188 | 139,746 |
| One‑time cash included in fees | $33,000 | $38,000 |
2024 board/committee fee schedule (company level):
- Board meeting fees: $3,700 for January meeting; $3,800 for other board meetings.
- Committee member fees: $800 per meeting in Q1 2024; $850 thereafter.
- Committee chair fees: Audit $1,950 (Q1) / $2,000 (after); Risk $1,900 (Q1) / $1,950 (after); Governance and Compensation $1,400 (Q1) / $1,450 (after).
- One‑time cash payment: $38,000 to each non‑employee director in December 2024 (peer catch‑up).
- Director equity: 1,500 restricted shares granted April 16, 2024; forfeiture restrictions lapse at April 15, 2025 annual meeting.
Performance Compensation
PB’s director equity is time‑based restricted stock (no performance metrics). 2024 grant details for Mueller:
| Item | Detail |
|---|---|
| Equity type | Restricted stock (time‑based; no performance metrics) |
| Grant date | April 16, 2024 |
| Shares granted | 1,500 |
| Vesting | Forfeiture restrictions lapse April 15, 2025 (2025 annual meeting date) |
| Grant‑date fair value ($) | 83,398 (aggregate value for non‑employee director grant) |
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Conflict Note |
|---|---|---|---|
| Prosperity Bancshares, Inc. | Director (Class I) | 2001–present | Family relationship with CEO (father‑in‑law), contributing to non‑independence classification |
No other current public-company directorships disclosed.
Expertise & Qualifications
- Founding banking experience (co‑founder and Vice Chairman of First National Bank, Lake Jackson).
- 50+ years as a dentist with community leadership roles (founder of Brazosport Day Care Center; service in Optimist, Kiwanis, Rotary; international dental missions).
- Long PB board tenure (since 2001).
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 284,987 |
| Ownership % of outstanding | <1% (asterisked in table) |
| IRA (beneficial) | 180,653 |
| Special trust (trustee) | 84,673 |
| Spouse’s shares (disclaimed) | 4,436 (disclaimed) |
| Shares pledged | None disclosed for Mueller (separate pledge noted for another director) |
| Anti‑hedging policy | Hedging of PB stock prohibited for directors, officers, employees |
| Director ownership guidelines | Expected ≥5x annual cash retainer within 5 years of becoming a director (company policy) |
| Compliance status | Not disclosed by individual director |
Governance Assessment
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Strengths
- Long institutional knowledge and local banking founding experience; high meeting participation (no director below 75%); attendance at annual meeting.
- Pay mix includes time‑vested stock, aligning directors with shareholder value; anti‑hedging policy in place.
- No Mueller‑specific related‑party transactions disclosed; related‑party loans to insiders are de minimis in aggregate and on market terms.
-
Risks and RED FLAGS
- Non‑independent due to family relationship with CEO (father‑in‑law), a potential governance conflict and board independence concern.
- Not serving on key oversight committees, limiting direct committee‑level influence on audit, compensation, governance, or risk.
- Say‑on‑Pay support fell to 58% in 2024 (subsequently addressed by amending CIC terms), indicating recent shareholder sensitivity to governance/comp design. 2025 Say‑on‑Pay subsequently passed (For 77,213,667; Against 3,310,249; Abstain 479,872).
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Compensation structure notes
- 2024 one‑time cash catch‑up ($38k) increased cash component vs. 2023 ($33k); stock award values remained broadly consistent YoY.
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Board leadership and oversight
- Lead independent (Presiding) Director role in place (Bouligny) with executive sessions of non‑management and independent directors.