Robert Steelhammer
PROSPERITY BANCSHARESAbout Robert Steelhammer
Robert Steelhammer (age 83) has served as a director of Prosperity Bancshares, Inc. since its inception in 1983, and is currently an independent Class II director under NYSE listing standards . He is a named partner at Steelhammer & Miller, P.C. (Houston) with over 30 years of practice; he holds a B.S. from the University of Texas and a J.D. from South Texas College of Law, is a member of the State Bar of Texas, a registered professional engineer in Texas, and a member of the American Institute of Chemical Engineers . Notably, he filed for Chapter 11 personal bankruptcy in January 2018 related to a guaranty on an oilfield equipment company debt; his Plan of Reorganization was confirmed on February 11, 2019 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prosperity Bancshares, Inc. | Director (Class II) | 1983–present | Chair, Risk Committee; Member, Governance Committee |
| Steelhammer & Miller, P.C. (Houston) | Named Partner | 30+ years | Legal practice (finance/investing experience) |
External Roles
| Organization | Role/Status | Notes |
|---|---|---|
| State Bar of Texas | Member | Legal credential |
| State of Texas | Registered Professional Engineer | Engineering credential |
| American Institute of Chemical Engineers | Member | Professional association |
Board Governance
- Independence: Board determined Steelhammer is independent under NYSE listing standards .
- Committee assignments: Chair, Risk Committee; Member, Governance Committee .
- Committee activity: Risk Committee held 3 meetings in 2024; Governance Committee held 1 meeting in 2024 .
- Board meetings and attendance: The Board held 4 meetings in 2024; no director attended less than 75% of Board+committee meetings . All directors in office attended the 2024 annual meeting (April 16, 2024) .
- Lead Independent Director: James A. Bouligny serves as Presiding Director (lead independent), providing independent leadership and presiding over executive sessions .
- Governance policies: Director independence framework, Code of Ethics, anti-hedging policy, stock ownership guidelines, and majority-vote-plus-resignation policy are in place .
Fixed Compensation
Director compensation for fiscal year 2024:
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $59,750 |
| Stock Awards (grant-date fair value) | $83,398 (restricted stock under 2020 Plan) |
| All Other Compensation | $3,248 (dividends on unvested restricted stock) |
| Total | $146,396 |
| One-time cash payment | Included $38,000 per non-employee director (Dec 2024) |
Meeting fee schedule (Company Board and committees, 2024):
| Fee Type | Amount |
|---|---|
| Company Board meeting fee (Jan) | $3,700 |
| Company Board meeting fee (other meetings) | $3,800 |
| Committee meeting fee (member, Q1) | $800 |
| Committee meeting fee (member, post-Q1) | $850 |
| Risk Committee Chair fee (Q1) | $1,900 per meeting |
| Risk Committee Chair fee (post-Q1) | $1,950 per meeting |
| Governance Committee Chair fee (Q1) | $1,400 per meeting |
| Governance Committee Chair fee (post-Q1) | $1,450 per meeting |
Performance Compensation
Restricted stock details for non-employee directors (Steelhammer):
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting / Forfeiture Lapse |
|---|---|---|---|---|
| Restricted Stock (2020 Plan) | April 16, 2024 | 1,500 | $83,398 | Lapses on date of 2025 annual meeting (April 15, 2025) |
- The proxy does not disclose any director options, PSUs, or performance metric-based equity for non-employee directors in 2024; awards were time-based restricted stock and cash .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| — | — | No other public company directorships disclosed in his biography or director profiles . |
- Related-party transactions: The proxy includes a robust related-party framework and discloses certain relationships (e.g., Henderson spouse/Plexus, loans to directors in ordinary course) but does not list any Steelhammer-specific related-party transactions for 2024 .
Expertise & Qualifications
- Legal, financial, and investing experience; long-serving director since 1983 .
- Technical/engineering credential (Registered PE) and AIChE membership .
- Education: B.S., University of Texas; J.D., South Texas College of Law .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Notes |
|---|---|---|---|
| Robert Steelhammer | 135,355 | <1.0% (indicated by “*”) | 131,005 shares pledged as collateral (RED FLAG) |
| Shares Outstanding (as of Feb 24, 2025) | 95,262,717 | — | Reference for ownership calculations |
Stock ownership guidelines (directors):
- Each director is expected to own shares equal to at least 5x their annual cash retainer within 5 years of becoming a director; specific compliance status by director is not disclosed .
Governance Assessment
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Strengths:
- Independent director with deep institutional knowledge (since 1983); serves as Chair of the Risk Committee, central to enterprise risk oversight including cyber risk .
- Meets attendance expectations; participated in Board and committee meetings at or above the 75% threshold; attended the 2024 annual meeting .
- Equity-based retainer via restricted stock aligns director pay with shareholder outcomes; anti-hedging policy further supports alignment .
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Concerns / RED FLAGS:
- Significant pledging of company shares: 131,005 of his 135,355 shares are pledged as collateral, which poses alignment and forced-sale risk if collateral calls occur (RED FLAG) .
- Personal Chapter 11 bankruptcy (2018) related to an oilfield equipment venture guaranty; plan confirmed in 2019. While resolved, it represents a historical financial stress event relevant for risk oversight optics .
- Board refreshment: very long tenure (since 1983) at age 83; the Governance Committee emphasizes periodic review of director continuation to balance seasoned insight with fresh perspectives .
-
Related-party exposure:
- The company’s related-party review framework is active and monitored by the Governance Committee; 2024 disclosures include ordinary-course director/officer loans (aggregated $266,000) and non-Steelhammer items (e.g., Henderson/Plexus). No Steelhammer-specific related-party transactions are disclosed for 2024 .
-
Compensation structure signals:
- 2024 introduced a one-time $38,000 cash payment to non-employee directors to address below-peer compensation levels; ongoing pay mix remains cash plus time-vested restricted stock, with no disclosed performance metrics for director equity (reduces pay-for-performance sensitivity relative to executives) .