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William T. Luedke IV

Director at PROSPERITY BANCSHARESPROSPERITY BANCSHARES
Board

About William T. Luedke IV

Independent director of Prosperity Bancshares, Inc. since April 2014; age 72 as of the 2025 proxy. Retired partner at Bracewell LLP (2019) after 35+ years advising financial institutions on corporate finance, M&A, and regulatory matters; B.A. from Williams College and J.D. from Vanderbilt University Law School. Serves on Wayland Academy’s Board of Trustees (Chairman, 2012–2017) and is a Director and executive committee member of the Independent Schools Chairpersons Association. The Board has affirmatively determined he is independent under NYSE rules.

Past Roles

OrganizationRoleTenureCommittees/Impact
Bracewell LLPPartner (retired)~35+ years; retired Dec 31, 2019Represented financial institutions in corporate finance, M&A, regulatory matters

External Roles

OrganizationRoleTenureCommittees/Impact
Wayland Academy (WI)Trustee; Chairman of Board (former)Trustee current; Chairman 2012–2017Board leadership and governance
Independent Schools Chairpersons AssociationDirector; Executive Committee memberCurrentExecutive committee governance role

Board Governance

  • Committees and roles (Company level):
    • Governance Committee: Chair; 1 meeting held in 2024; all members independent (Luedke as Chair; Bouligny; Steelhammer).
    • Risk Committee: Member; 3 meetings in 2024; all members independent (Chair: Steelhammer; members: Bouligny, Henderson, Luedke).
  • Independence: Board determined Luedke is independent under NYSE standards.
  • Attendance and engagement:
    • The Board met 4 times in 2024; no director attended fewer than 75% of aggregate Board and applicable committee meetings.
    • All directors then in office attended the 2024 annual meeting (Apr 16, 2024).
  • Governance policies relevant to director accountability:
    • Majority-vote-plus resignation policy for uncontested elections (Governance Committee processes any resignation).
    • Director stock ownership guideline: ≥5× annual cash retainer within 5 years of becoming a director.
    • Anti-hedging policy prohibits directors, officers, and employees from hedging company stock.

Fixed Compensation

  • Structure (Company board):
    • Board meeting fees: $3,700 (January 2024 meeting) and $3,800 for each other Board meeting attended.
    • Committee member fees: $800 per committee meeting in Q1 2024; $850 per meeting thereafter.
    • Committee chair fees: Audit Chair $1,950/$2,000 (Q1/thereafter); Risk Chair $1,900/$1,950; Governance & Compensation Chairs $1,400/$1,450 (Q1/thereafter).
    • One-time cash payment: $38,000 for each non-employee Company director in Dec 2024; approved to address below-peer compensation.
  • Structure (Bank board; if applicable): Board meeting fees $1,600 through March, $1,700 thereafter; committee meetings $550 through March, $600 thereafter (if separate from Board). One-time cash payment: $2,300 for each non-employee Bank director in 2024.
  • Director compensation—by year: | Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:|---:| | 2023 | 52,800 | 84,518 | 2,970 | 140,288 | | 2024 | 57,050 (includes $38,000 one-time) | 83,398 | 3,248 | 143,696 |
  • Perquisites: No non-employee director received perquisites/personal benefits ≥$10,000 in 2024.

Performance Compensation

  • Equity awards to directors (time-based restricted stock; no performance conditions disclosed):
    • 2024 grant: 1,500 restricted shares to each non-employee director on April 16, 2024; forfeiture restrictions lapse on April 15, 2025 (2025 annual meeting).
  • Performance metrics: None disclosed for director equity; awards are time-vested restricted stock under the 2020 Stock Incentive Plan.
  • Clawbacks/COC/tax treatments: Company describes ASC 718 accounting and 162(m) deductibility considerations for executive comp; no separate director-specific performance metrics or clawback features disclosed beyond plan terms referenced.

Other Directorships & Interlocks

  • Public company boards: No other public company directorships disclosed in Luedke’s biography.
  • Committee interlocks: 2024 Compensation Committee interlocks disclosure lists no interlocks; Luedke not a member of the Compensation Committee.

Expertise & Qualifications

  • Core skills: Financial institutions legal expertise (corporate finance, M&A, regulatory), board governance leadership, risk oversight (Risk Committee member), and ESG/corporate governance oversight (Governance Committee chair).
  • Education: B.A. (Williams College); J.D. (Vanderbilt University School of Law).

Equity Ownership

Say-on-Pay & Shareholder Feedback

  • 2025 Annual Meeting (Apr 15, 2025) voting results (company-wide):
    • Say-on-Pay (advisory): For 77,213,667; Against 3,310,249; Abstentions 479,872; Broker non-votes 5,411,435.
    • Auditor ratification (Deloitte & Touche LLP): For 85,325,190; Against 1,019,265; Abstentions 69,005.
    • Directors elected (Class III; Luedke was a continuing Class I director): vote details provided in filing; continuing directors include Luedke.
  • Shareholder engagement: IR and legal teams engaged with shareholders during 2024 on compensation and governance; ongoing in 2025.

Related-Party Transactions (Conflict Review)

  • Policy: Governance Committee (or Chair) reviews/approves related-party transactions for potential conflicts; several categories considered (benefit to company, independence impact, terms vs third parties).
  • 2024 disclosures included ordinary-course loans to directors/officers on market terms aggregating $266,000 (≈0.01% of Tier 1 capital); one employment of CEO’s son reviewed under policy. No related-party transactions involving Mr. Luedke were disclosed.

Governance Assessment

  • Strengths
    • Independence affirmed; robust committee roles (Governance Chair; Risk member) align with his legal/regulatory expertise.
    • Solid engagement: at least 75% combined attendance; presence at annual meeting; Governance and Risk committees active in 2024.
    • Ownership alignment mechanisms: recurring annual restricted stock; anti-hedging policy; director ownership guideline (5× cash retainer within 5 years).
    • Shareholder support for governance/compensation appears strong (2025 say-on-pay passed with substantial votes for).
  • Watch items / potential red flags
    • Limited disclosure on director-specific ownership guideline compliance; calculation depends on cash “retainer” (structure includes predominantly meeting fees and a one-time catch-up grant in 2024). Unable to confirm Luedke’s compliance status from public disclosures.
    • Board tenure/refreshment: Luedke has served since 2014; Governance Committee reports ongoing refreshment efforts and added newer directors in 2022; continued monitoring of skills/refreshment is prudent.
    • Pledging: Anti-hedging is explicit; no explicit pledging policy disclosure in the cited sections—no pledging by Luedke disclosed.

Notes:

  • Director compensation and equity awards are time-based and not performance-conditioned; performance pay frameworks in proxy relate to executives, not directors.
  • Beneficial ownership for Luedke as of Feb 24, 2025: 21,309 shares (<1%).