Alton Frailey
About Alton L. Frailey
Alton L. Frailey (age 63) is an independent director of Southside Bancshares, Inc., serving since 2022. He is President of Alton L. Frailey & Associates, LLC, with 42 years in education and prior service as superintendent for Katy ISD and districts in Texas and Ohio; he holds a bachelor’s in Elementary Education and a master’s in Educational Administration from Stephen F. Austin State University and superintendent certification from UT Tyler. He is nominated to a new term expiring at the 2028 Annual Meeting and is classified as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Katy Independent School District | Superintendent | Not disclosed | Led large Texas school district; executive leadership and community engagement |
| Other Texas and Ohio school districts | Superintendent | Not disclosed | Executive leadership roles across districts |
| Stephen F. Austin State University | Chair, Board of Regents | Not disclosed | Board leadership; governance oversight |
| American Association of School Administrators (AASA) | President | Not disclosed | National education leadership |
| Texas Association of School Administrators (TASA) | President | Not disclosed | State education leadership |
| Urban Superintendents Association of America | President | Not disclosed | Urban district executive leadership |
| University Interscholastic League Legislative Council | Chairman | Not disclosed | Policy oversight in scholastic programs |
External Roles
| Organization | Role | Status |
|---|---|---|
| Katy Area Chamber of Commerce | Director (past) | Community/business engagement |
| Katy Area Economic Development Council | Director (past) | Economic development support |
| Junior Achievement of Southeast Texas | Director (past) | Youth financial education |
| West Houston Association | Director (past) | Regional development advocacy |
| The Bible Seminary | Director (past) | Non-profit governance |
| Public company boards | None disclosed | No current other U.S. public company directorships disclosed |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Frailey is independent.
- Board service: Director since 2022; nominee to term expiring 2028; serves on both Company and subsidiary boards.
- Committee assignments (Company Board): Compensation; Corporate Governance and Nominating; Risk. No chair roles disclosed.
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- Anti-hedging/pledging: Company prohibits hedging, short sales, and pledging of company stock by directors and officers.
- Director stock ownership policy: Requires ≥5,000 shares within five years; as of March 19, 2025, all current non-employee directors met the requirement. Frailey’s qualifying shares are unvested RSUs and deferred RSUs, hence not shown in beneficial ownership table.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual Director Retainer | $101,000 | Standard non-employee director retainer |
| Fees Earned/Paid in Cash | $25,262 | Frailey’s actual 2024 cash portion |
| Additional Chair/Committee Fees | $0 | No chair premia listed for Frailey |
| Total Cash + Fees | $25,262 | Sum of cash components |
Performance Compensation
Directors may elect to receive RSUs for at least 40% of the retainer; Frailey elected a high equity mix. RSUs are granted around the first day of the service year (May 15, 2024 for 2024 awards), vest on the first anniversary or earlier upon certain events, and may be deferred to termination or specified dates. No performance-linked metrics apply to director equity; RSUs are time-based.
| Equity Award (2024) | Grant Date | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|
| RSUs (Director Program) | May 15, 2024 | $75,738 | 1-year vest (or earlier per policy) | At least 40% of retainer in RSUs; elective up to 100% |
Other Directorships & Interlocks
- No current public company directorships disclosed outside SBSI/Southside Bank.
- Notable interlocks unrelated to SBSI operations: multiple education and community boards listed under External Roles.
Expertise & Qualifications
- Executive leadership and strategic planning; HR/executive compensation exposure by background; governance experience. The Board’s skills matrix attributes Frailey with executive experience, CRE exposure, and strategic planning/HR competencies.
Equity Ownership
- Beneficial ownership: Not reported in the 2025 proxy’s beneficial ownership table due to reliance on unvested and deferred RSUs.
- Stock ownership policy compliance: All current non-employee directors met the ≥5,000 share requirement via RSUs/deferred shares as applicable.
Insider Trades (Form 4) – Chronology
| Transaction Date | Filing Date | Type | Shares Transacted | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|
| 2023-03-02 | 2023-03-06 | Award (A) | 19 | 2,023 | |
| 2023-05-17 | 2023-05-19 | Award (A) | 2,643 | 4,666 | |
| 2023-06-06 | 2023-06-07 | Award (A) | 57 | 4,723 | |
| 2023-09-01 | 2023-09-06 | Award (A) | 54 | 4,777 | |
| 2023-12-07 | 2023-12-11 | Award (A) | 58 | 4,835 | |
| 2024-02-29 | 2024-03-04 | Award (A) | 61 | 4,896 | |
| 2024-05-15 | 2024-05-17 | Award (A) | 2,703 | 7,599 | |
| 2024-06-06 | 2024-06-10 | Award (A) | 104 | 7,703 | |
| 2024-09-05 | 2024-09-09 | Award (A) | 83 | 7,786 | |
| 2024-12-06 | 2024-12-10 | Award (A) | 80 | 7,866 | |
| 2025-03-06 | 2025-03-10 | Award (A) | 95 | 7,961 | |
| 2025-05-14 | 2025-05-21 | Award (A) | 2,548 | 10,509 | |
| 2025-06-05 | 2025-06-09 | Award (A) | 136 | 10,645 | |
| 2025-09-04 | 2025-09-08 | Award (A) | 122 | 10,767 |
Note: Awards appear to be routine director RSU conversions/grants under the Director Program; holdings growth reflects ongoing equity accruals aligned with the mandatory RSU component.
Governance Assessment
- Committee effectiveness: Frailey serves on Compensation, Corporate Governance & Nominating, and Risk—three core governance oversight committees—supporting pay oversight, board refreshment, and enterprise risk governance; no chair roles imply influence without concentrated power.
- Independence and engagement: Independent under NYSE rules with strong attendance across board/committees in 2024; positive signal for investor confidence.
- Alignment and incentives: He elected a high equity mix of director pay (cash $25,262 vs RSU grant fair value $75,738 in 2024), consistent with Southside’s policy requiring at least 40% of director compensation in RSUs; RSUs vest after one year, supporting alignment and retention.
- Ownership policy: Directors must reach ≥5,000 shares within five years; Frailey’s qualifying stake consists of unvested and deferred RSUs, meeting policy but not showing in the beneficial ownership table—acceptable under policy but reduces visible outright stock ownership, a nuance for “skin-in-the-game” analysis.
- Conflicts/related-party exposure: Company discloses Reg O-governed director/officer lending at market terms and specific related-party items involving other insiders (e.g., Bosworth & Associates insurance, family employment for CEO/CCO). No Frailey-specific related-party transactions are disclosed.
- Policy safeguards: Anti-hedging/anti-pledging policy enhances alignment and reduces red-flag exposure; whistleblower and code of ethics frameworks in place.
RED FLAGS
- None specific to Frailey disclosed (no related-party transactions, hedging, or pledging noted). General Board RPTs exist (e.g., insurance brokerage commissions to a director’s firm), but not tied to Frailey.
Implications for investors
- Frailey’s committee portfolio and independence underpin governance quality in compensation, nominating, and risk oversight. His high RSU election and compliance with ownership policy signal alignment; lack of chair roles moderates individual influence. No disclosed conflicts for Frailey and strong attendance contribute positively to board effectiveness and investor confidence.