W. R. Collier
PROSPERITY BANCSHARESAbout W. R. Collier
W. R. “Dub” Collier, age 86, serves as a Class II Director of Prosperity Bancshares, Inc. (PB) and Senior Chairman for the West Texas Area of Prosperity Bank; he joined the Board upon PB’s acquisition of American State Financial Corporation on July 1, 2012 (approx. 13 years of board service as of 2025) . He holds a B.S. from Texas Technological College (now Texas Tech University) and is a graduate of the Southwestern Graduate School of Banking at SMU, with a career spanning decades in Texas banking leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American State Bank | President & Chief Executive Officer | 1974–1988 | Led the institution and advanced into holding company leadership |
| American State Financial Corporation | Chief Executive Officer & Chairman | From 1988 | Oversaw the holding company through industry cycles and into PB merger |
| Independent Bankers Association of Texas | Board member | Not disclosed | Served on Government Relations Council and Deposit Insurance Reform Committee; former ABA State VP (Texas) |
| Texas Tech University Foundation | Executive Committee member | Not disclosed | University governance and philanthropy engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Tech University | President’s Council | Not disclosed | Institutional advisory role |
| Lubbock Christian University | President’s Council | Not disclosed | Institutional advisory role |
| American Bankers Association (ABA) | Government Relations Council; Deposit Insurance Reform Committee; State VP (TX) | Not disclosed | Policy advocacy and deposit insurance reform input |
Board Governance
- Role: Class II Director; Senior Chairman for West Texas Area of the Bank (management role) .
- Independence: Not listed among PB’s independent directors; Collier is not independent (he is a Bank employee) .
- Committees: Not disclosed as a member of Audit, Compensation, Governance, or Risk Committees (committees and members listed; Collier absent) .
- Attendance: Board met 4 times in 2024; no director attended less than 75% of combined board and committee meetings .
- Executive sessions: In 2024, independent directors held two executive sessions; non‑employee directors held two; Presiding (Lead Independent) Director is James A. Bouligny .
- Stock ownership guidelines: Directors must own shares ≥5× annual cash retainer within 5 years of joining; applies to directors broadly (compliance status for Collier not disclosed) .
- Anti‑hedging policy: Hedging of PB stock prohibited for directors, officers, and employees .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $141,100 | $15,100 for service as a Company director; $126,000 received as salary as Bank Senior Chairman |
| Stock Awards | $0 | Collier did not receive RSU/stock awards as a director in 2024 |
| Perquisites and Benefits | $10,626 | 401(k) match $6,067; personal auto $4,433; LTD insurance premium allowance $126 |
| Deferred Compensation | $321,156 | Paid under an assumed deferred compensation agreement from American State Financial Corporation |
| Total | $472,882 | Sum of FY2024 director-related cash fees, salary, perqs, and deferred comp paid |
Additional context on standard director pay (not specific to Collier): PB paid per‑meeting cash fees and approved a one‑time $38,000 cash payment to each non‑employee director for benchmarking alignment in Dec 2024; Bank directors also received per‑meeting fees and a one‑time $2,300 cash payment. Non‑employee directors received 1,500 restricted shares on April 16, 2024 (vest at the 2025 annual meeting) . Collier is a Bank employee and his compensation is reflected above; he did not receive the non‑employee director equity grant in 2024 .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Director equity grant (annual) | Not applicable to Collier | 1,500 restricted shares granted to non‑employee directors on 4/16/2024; Collier did not receive this grant as an employee‑director |
| Options/PSUs | None disclosed | No options or performance share awards disclosed for directors in 2024 |
No performance metrics are tied to director compensation; non‑employee director equity grants are time‑based restricted stock (no disclosed TSR/financial hurdles) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| American State Financial Corporation | Former public/private bank holding company | CEO & Chairman (historical) | Historical leadership; no current interlock disclosed |
| ABA; IBAT; University boards | Industry associations; academic/non‑profit | Various board/advisory roles | No PB‑competitive interlocks disclosed |
No current public company directorships outside PB are disclosed for Collier .
Expertise & Qualifications
- Decades of community banking leadership in Texas (President/CEO roles at American State Bank; CEO/Chairman at American State Financial Corporation) .
- Regulatory and policy exposure via ABA Government Relations and Deposit Insurance committees; former ABA State VP (Texas) .
- Governance experience through university boards and foundations; strong local market connectivity in West Texas .
Equity Ownership
| Holding Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 237,674 | Ownership <1% of outstanding shares; includes direct and indirect holdings |
| The Collier Foundation | 24,134 | Collier serves as President |
| R.G. Collier Separate Trust | 3,127 | Collier as Trustee |
| Spouse (direct) | 4,782 | Spousal holdings |
| Spouse IRA | 811 | Spousal IRA holdings |
Stock ownership guidelines apply to directors broadly; compliance vs. guideline for Collier is not disclosed . No pledging is disclosed for Collier in footnotes (contrast: another director, Steelhammer, has pledged shares) .
Governance Assessment
- Independence and dual role: Collier is not independent and holds a management role (Senior Chairman, West Texas) while serving on PB’s Board—this reduces independent oversight and creates potential conflicts between management and board responsibilities (RED FLAG) .
- Committee influence: Collier is not disclosed as a member of key committees (Audit, Compensation, Governance, Risk), limiting direct participation in critical oversight functions .
- Attendance and engagement: Board met four times in 2024; no director fell below the 75% attendance threshold, supporting baseline engagement . All directors attended the 2024 annual meeting .
- Compensation alignment: Collier’s 2024 compensation is predominantly cash and legacy deferred compensation; he did not receive the non‑employee director RS grant, reducing equity‑based alignment with shareholders relative to independent directors (potential alignment concern) .
- Ownership: Collier’s aggregate beneficial ownership is substantial in absolute terms and includes family and foundation holdings, supporting long‑term alignment; no hedging permitted by policy and no pledging disclosed for Collier .
- Related‑party exposure: Deferred compensation from a pre‑merger agreement continues to be paid; no loans or other related‑party transactions with Collier are disclosed in the proxy’s related‑party section (note: a separate consulting relationship exists for another director’s spouse) .
- Shareholder sentiment context: 2024 Say‑on‑Pay passed with 58% due largely to an ISS flag on single‑trigger CIC; Board amended CEO and Chairman employment agreements to double‑trigger in Oct 2024/Jan 2025—positive governance signal though not specific to Collier .
Overall: Collier brings deep banking experience and regional leadership, but his non‑independent status and absence from oversight committees present governance risk for board effectiveness. Equity alignment is mixed given meaningful personal holdings but lack of director equity grants; attendance is adequate, and no Collier‑specific related‑party transactions beyond legacy deferred comp are disclosed .