Robert J. Dowdell
PROSPERITY BANCSHARESAbout Robert J. Dowdell
Robert J. “Bob” Dowdell is Executive Vice President of Prosperity Bancshares, Inc. (PB) and Senior Executive Vice President of Prosperity Bank. He joined the Bank in 2008 as President of the River Oaks Banking Center, became Regional President of the Houston Area in 2009, and was promoted to EVP of the Company and Bank in 2015; he assumed additional operating duties in March 2018 and joined the Executive Committee in April 2018 . He holds a Bachelor of Business from Baylor University and is a graduate of The Southwestern Graduate School of Banking at SMU . As of the 2025 proxy, he is 68 years old . PB’s annual incentive program for executive officers is formulaic and tied to nine metrics (including total return, EPS growth, ROAE, efficiency ratio, asset quality, loan/deposit/asset growth, and dividend increases), with EVPs eligible for up to 100% of base salary under the plan and ~25% of earned bonuses paid in restricted stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prosperity Bank (River Oaks) | Banking Center President | 2008 | Led local market operations |
| Prosperity Bank | Regional President, Houston Area | 2009 | Oversight of Houston regional lending and operations |
| Prosperity Bancshares & Bank | Executive Vice President | 2015–present | Senior leadership; added operational duties Mar 2018; joined Executive Committee Apr 2018 |
| Compass Bank (Houston) | Senior VP, Large Commercial Lending | 1988–2008 | Managed large commercial lending portfolio |
| First Republic Bank of Texas (predecessor) | VP, Commercial Lending & Operations Manager | 1978–1988 | Lending and operations leadership |
Fixed Compensation
- Not disclosed for Mr. Dowdell (he is not a named executive officer in PB’s Summary Compensation Table) .
Performance Compensation
- Eligible structure: As an EVP, eligible for an annual incentive bonus of up to 100% of base salary; ~75% cash and ~25% restricted stock, determined formulaically (no discretion) against nine quantitative performance indicators set annually by the Compensation Committee .
- Program targets: For 2023, specific targets and calculation factors for the nine indicators are shown below; the program paid ~35% of the aggregate incentive bonus possible for eligible named executive officers for 2023 (EVPs follow the same formulaic program; individual EVP awards are not disclosed) .
| Metric | 2023 Target | Calculation Factor | 2023 Program Payout Context |
|---|---|---|---|
| Total Return | 8.0% | 2% of bonus for each 1% above target | Approx. 35% of aggregate incentive bonus paid across eligible NEOs |
| Increase in EPS | 8.0% | 2% for each 1% above target | See above |
| Increase in Deposits | 5.0% | 1% for each 1% above target | See above |
| Increase in Assets | 5.0% | 1% for each 1% above target | See above |
| Increase in Loans | 5.0% | 1% for each 1% above target | See above |
| Return on Avg Equity | 8.0% | 2% for each 1% above target | See above |
| Efficiency Ratio | 55.0% | 2% for each 1% below target | See above |
| Increase in Dividends | 7.0% | 2% for each 1% above target | See above |
| Asset Quality (Net Charge-offs/Avg Loans) | 0.5% | 1% for each 0.01% below target | See above |
- Plan-level vesting mechanics and timing:
- Annual incentive bonuses are paid ~90% of the cash portion and all restricted stock in December of the year earned, with the remaining cash portion paid by March 15 of the following year after audit completion .
- Long-term equity awards have historically been restricted stock with three-year cliff vesting; recent NEO awards show graded vesting schedules tied to specific dates (illustrative, not specific to Mr. Dowdell) .
Equity Ownership & Alignment
| Ownership Metric | 2023 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 33,482 | 40,393 |
| Ownership % of Outstanding | <1% (“*” indicator) | <1% (“*” indicator; out of 95,262,717 shares outstanding) |
| Components/Notes | — | Includes 8,574 shares held by the Company’s 401(k) Plan as custodian for Mr. Dowdell |
| Shares Pledged as Collateral | Not disclosed as pledged for Mr. Dowdell; pledge disclosure applies to another director (Steelhammer: 131,005 shares pledged) | Not disclosed as pledged for Mr. Dowdell; pledge disclosure applies to another director (Steelhammer: 131,005 shares pledged) |
- Ownership guidelines: CEO required to hold ≥4x base salary; other executive officers, including EVPs, required to hold ≥2x base salary; compliance must be attained within five years of becoming subject to the guidelines (no individual compliance status disclosed for Mr. Dowdell) .
- Anti-hedging: Directors, officers, and employees are prohibited from hedging PB stock (e.g., collars, swaps, prepaid forwards, exchange funds) .
Employment Terms
- Employment agreements disclosed for CEO (Zalman), Chairman (Timanus), and Vice Chairman (Safady) include severance and change-in-control provisions; no personal employment agreement for Mr. Dowdell is disclosed in the proxy .
- Change-in-control (CIC) mechanics:
- CEO/Chair/Vice Chairman: double-trigger CIC provisions (amended in late 2024/early 2025) with payments up to 3x salary plus 3x average bonus, subject to 280G cutbacks; restricted stock vests upon CIC per agreements .
- Equity plan (2020 Stock Incentive Plan): upon a CIC, the Compensation Committee may accelerate vesting or provide cash settlement/assumption of awards; automatic immediate vesting is not mandated by the plan and is at Committee discretion (plan-level rule applies broadly to award holders) .
Governance and Shareholder Feedback
- Say-on-Pay outcomes: 2022 approval 94%, 2023 approval 95%, 2024 approval 58% driven by an ISS concern about single-trigger CIC in the CEO’s agreement; PB amended CEO and Chairman agreements to double-trigger (fall 2024/Jan 2025). Management engaged top shareholders before/after the vote to address concerns .
- Executive officer roster context: Mr. Dowdell (EVP) is listed among executive officers not serving as directors; age 68 as of the 2025 proxy .
Investment Implications
- Alignment: Dowdell’s stake rose from 33,482 shares (2023) to 40,393 (2025) and includes 401(k) holdings; ownership remains <1% of shares outstanding, but PB’s 2x salary ownership guideline for executive officers plus a strict anti-hedging policy support alignment with shareholders .
- Pay-for-performance structure: EVPs are eligible for up to 100% of salary under a formulaic annual plan with nine quantitative metrics and a cash/stock mix, reducing discretion and tying payouts to operating performance (e.g., 2023 program paid ~35% of aggregate potential for eligible NEOs) .
- Retention/contract risk: No personal employment agreement disclosed for Dowdell, unlike CEO/Chair/Vice Chairman; this implies fewer contractual protections are publicly documented for him versus NEOs with CIC/severance terms, potentially modestly increasing mobility/turnover risk relative to top NEOs .
- Trading signals and selling pressure: No pledge is disclosed for Dowdell and anti-hedging applies; beneficial ownership increased in aggregate since 2023, which does not indicate selling pressure from filings reviewed (Form 4 activity not available in this analysis) .
- Governance responsiveness: The swift shift to double-trigger CIC for the CEO and Chairman after the 2024 Say-on-Pay outcome signals active governance risk mitigation, which can reduce future compensation-related overhangs; this indirectly supports stability for senior executives, including EVPs .