Randy Hester
PROSPERITY BANCSHARESAbout Randy Hester
Randy Hester is Executive Vice President of Prosperity Bancshares and Senior Executive Vice President and Chief Lending Officer of Prosperity Bank. He joined the Bank in 1991 and has served as Chief Lending Officer since August 2001; he is 66 years old and attended the University of Texas–San Antonio . Company performance context during recent years: PB’s 2024 net income was $479.386 million and its cumulative TSR from a $100 investment starting 12/31/2019 reached $122.89 vs. $130.90 for the KBW NASDAQ Regional Banking Index and $141.59 for the NASDAQ Bank Index . These reflect the broader backdrop during Hester’s tenure leading lending.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Windsor Park Bank (San Antonio) | Consumer Lender | 1978–1984 | Early credit underwriting experience in consumer lending, foundation for later commercial roles |
| First National Bank (Kerrville) | Commercial Lender | 1984–1989 | Developed commercial lending expertise, core to later chief lending responsibilities |
| Bank of Kerrville | Commercial Lender | 1989–1990 | Continued commercial portfolio management and origination |
| Texas Premier Bank | President; Board Director | 1990–1991 | Led institution; governance experience as director prior to joining Prosperity |
| Prosperity Bank | Banking Center President; later Chief Lending Officer | 1991–present; CLO since Aug 2001 | Long-tenured credit leadership through cycles and M&A integrations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Texas Premier Bank | Board of Directors | 1990–1991 | Governance and oversight prior to Prosperity tenure |
Fixed Compensation
- Not disclosed for Hester. PB’s DEF 14A provides detailed compensation only for Named Executive Officers (PEO/NEOs), among whom Hester is not included for 2021–2025. Therefore, base salary, bonus targets, and actual bonuses for Hester are not reported.
Performance Compensation
- Not disclosed for Hester. Company-level incentive structure for NEOs combines discretionary cash bonuses and restricted stock; approximately 25% of annual incentive bonuses are paid in restricted stock, with multi-year vesting, but Hester’s specific metrics, weightings, and payouts are not reported.
Company context: Pay-versus-performance disclosures selected NPAs/average interest-earning assets as the key performance measure for 2020–2024; CAP/TSR linkage is disclosed at company level, but not for Hester individually.
Equity Ownership & Alignment
| Metric | 2021 (as of 03/01/2021) | 2023 (as of 02/27/2023) | 2024 (as of 02/26/2024) | 2025 (as of 02/24/2025) |
|---|---|---|---|---|
| Total Beneficial Ownership (shares) | 204,704 | 211,209 | 226,144 | 230,343 |
| Ownership Indication | “*” (≤1.0%) | “*” (≤1.0%) | “*” (≤1.0%) | “*” (≤1.0%) |
| Shares held via PB 401(k) (Hester) | 55,445 | 59,588 | 62,919 | 65,633 |
- Composition notes: Beneficial ownership totals include shares held by the Company’s 401(k) Plan as custodian for Hester and (in footnotes) his spouse; amounts for Hester’s own 401(k) holdings are shown above.
- Pledging: No pledging of Hester’s shares is disclosed; pledging is disclosed for other individuals (e.g., Steelhammer), but not for Hester.
- Stock ownership guidelines: CEO must hold ≥4x base salary in stock; other executive officers (including Hester) must hold ≥2x base salary; compliance status for Hester is not specifically disclosed.
Employment Terms
- Role and tenure: Senior Executive Vice President and Chief Lending Officer of the Bank; served as CLO since August 2001; joined the Bank in 1991. Education: University of Texas–San Antonio.
- Employment agreement: No Hester-specific employment agreement or severance terms are disclosed in the proxy statements; agreements disclosed pertain to other NEOs (Zalman, Timanus, Safady, Hanigan).
- Change-in-control treatment (plan-level): Under the 2012 Stock Incentive Plan, outstanding awards immediately vest upon a change in control; under the 2020 Stock Incentive Plan, awards do not automatically vest but the Compensation Committee may accelerate vesting, cash out awards, or provide for assumption/substitution. These plan provisions would govern any restricted stock held by Hester.
- Anti-hedging: Directors, officers, and employees are prohibited from hedging Company stock (e.g., prepaid forwards, swaps, collars, exchange funds).
- Related party transactions: The company maintains a formal policy with Governance Committee oversight; routine officer/director loans are on market terms and immaterial relative to Tier 1 capital. No Hester-specific related party transactions are disclosed.
Investment Implications
- Alignment: Hester’s long tenure as CLO (since 2001) and ongoing beneficial ownership that increased from ~205K (2021) to ~230K shares (2025) indicate sustained alignment; no pledging is disclosed, and anti-hedging policy reduces misalignment risk. Stock ownership guidelines require ≥2x salary for executive officers, supporting long-term alignment, though individual compliance isn’t reported.
- Retention risk: No employment agreement or severance terms are disclosed for Hester, unlike certain NEOs; absence of reported CIC/severance protections may imply lower contractual retention frictions but leaves limited visibility on exit economics. Plan-level CIC acceleration could apply to unvested equity if any exists.
- Trading signals: Without Form 4 data in the proxies, recent insider selling pressure for Hester cannot be assessed here; beneficial holdings rose over time, which is supportive, but ongoing monitoring of Form 4s is recommended.
- Performance linkage: Company incentive design leans on cash plus restricted stock with multi-year vesting; company-selected pay-versus-performance measure (NPAs/average interest-earning assets) and TSR/Net Income trends provide context for credit outcomes during Hester’s lending leadership, though no Hester-specific performance pay metrics are disclosed.
No additional board, committee, or director compensation details apply to Hester, as he is not a Company director.