Julie Shamburger
About Julie Shamburger
Julie N. Shamburger, CPA (age 62) is Chief Financial Officer of Southside Bancshares, Inc. and Southside Bank, serving as CFO since 2016; she previously served as Executive Vice President and Chief Accounting Officer from 2011 to April 2016 and joined the bank in 1982. She is a UT Tyler graduate and provides oversight of funds management, investor relations, SEC and regulatory reporting, and daily accounting, with over 39 years of accounting experience . 2024 performance context: ROATCE was 14.92%, net income was $88.5M, and Company TSR measured at $105.10 on an initial $100 basis; EPS increased, loans grew 3.0%, deposits grew 1.6%, and NPAs fell to 0.04% . She operates under anti-hedging and anti-pledging policies and an NYSE/SEC-compliant clawback regime .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southside Bancshares/Bank | CFO | 2016–Present | Oversight of funds management, investor relations, SEC/regulatory reporting, daily accounting |
| Southside Bancshares/Bank | EVP & Chief Accounting Officer | 2011–2016 | Led accounting and reporting frameworks pre-CFO transition |
| Southside Bank | Accounting roles | 1982–2011 | Progressive accounting leadership building internal controls and reporting discipline |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southside Bank | Advisory Director | Current | Advisory director to Southside Bank Board |
| Southside Bank Trust Committee | Advisory member | Current | Oversight support for Wealth Management & Trust operations |
| Southside Bank Investment/ALCO Committee | Member | Current | Asset-liability, liquidity, and investment oversight |
| Professional Associations | AICPA; Texas Society of CPAs; East Texas Chapter of TXCPA | Current | Professional standards and peer engagement |
Fixed Compensation
- 2024 base salary: $480,000 .
- 2024 increase vs 2023: +3.7% (approved by Compensation Committee) .
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $445,000 | $120,128 | $228,897 | — | $26,497 | $820,522 |
| 2023 | $463,000 | $124,992 | $119,139 | $247,828 | $27,983 | $982,942 |
| 2024 | $480,000 | $192,003 | $201,841 | $31,227 | $87,991 | $993,062 |
2024 perquisites detail:
- Company automobile ($60,259), club dues ($7,840), 401(k) match ($13,800), ESOP contribution ($6,092) .
Retirement and deferred arrangements:
- Pension Plan present value $1,674,892; Restoration Plan present value $1,028,468; Deferred Compensation Agreement present value $272,549 (as of 12/31/2024) .
- Deferred Compensation Agreement provides $500,000 payable over 10 years upon retirement/disability/death or certain terminations (per agreement terms) .
Performance Compensation
Annual Incentive Program (AIP) design for CFO:
- Target bonus: 42.5% of base salary .
- 2024 metrics, weightings: EPS 40%; Loan Growth 15%; ROATCE 20%; Scorecard 25% .
- Payout range: 50% threshold, 100% target, 150% max; qualitative scorecard weighted 25% .
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.26 | $2.66 | $4.03 | $2.98 (adjusted) | 111.7% of weighted target |
| Loan Growth | 15% | 4.00% | 5.00% | 7.00% | 3.00% | No payout (below threshold) |
| ROATCE | 20% | 11.70% | 13.77% | 22.13% | 15.25% (adjusted) | 108.9% of weighted target |
| NPAs/Total Assets | — | — | — | — | — | Not applicable to CFO (CCO metric) |
| Qualitative Scorecard | 25% | — | — | — | Above Target | 130% payout |
- 2024 total AIP payout for Shamburger: $201,841; 98.9% of target .
Long-term incentives (2017 Plan):
- Mix: 50% PSUs and 50% RSUs annually .
- 2024 grants (Grant Date: 2/1/2024): RSUs 3,122 shares (3-year ratable vesting); PSUs target 3,122 shares (3-year cliff, earned 0–150% based on ROATCE percentile vs KRX banks) .
- Grant date fair value: RSUs $96,002; PSUs $96,002 .
PSU funding scale (relative ROATCE vs KRX):
| Percentile | Earned (% of Target) |
|---|---|
| <25th | 0% |
| 25th | 50% |
| 40th | 80% |
| 50th | 100% |
| 60th | 120% |
| ≥75th | 150% |
Clawback: Compensation Recoupment Policy aligned with NYSE Rule 10D-1 and SEC; includes recovery of incentive-based comp and discretionary recoupment for misconduct .
Equity Ownership & Alignment
- Beneficial ownership: 64,992 shares (<1% of 30,409,265 outstanding) .
- Breakdown: 22,702 direct; 4,220 ESOP (100% vested); 8,296 IRA; 3,250 spouse (disclaimed); 26,524 options exercisable within 60 days .
- Outstanding awards (12/31/2024):
- Options exercisable: 6,461 @ $37.28 exp. 11/23/2026; 8,881 @ $34.50 exp. 6/18/2028; 11,182 @ $34.83 exp. 11/21/2029 .
- Unvested RSUs and PSUs: RSUs 546 (FV $17,341); RSUs 1,175 (FV $37,318); RSUs 3,273 (FV $103,950); PSUs max 2,454 (FV $77,939); PSUs max 2,643 (FV $83,942); PSUs max 4,910 (FV $155,942) .
- Stock ownership guideline: CFO must hold stock valued at 2x base salary; Shamburger’s deemed holdings 44,372 exceed 100% of requirement .
- Anti-hedging/anti-pledging policy: prohibits hedging and pledging for executives and recipients of equity grants .
- Section 16 note: Filed late Form 4 on Feb 9, 2024 reporting 2/1/2024 RSU grant and tax withholding on RSU vestings .
Employment Terms
- Employment Agreement: Effective June 4, 2008; amended Oct 25, 2018 to a 3-year term with auto-renewals; current term through Oct 25, 2027 .
- Severance (involuntary termination without Cause): lump sum monthly salary x months remaining in term (24–36 months) + $10,000; pro-rata bonus (target basis); immediate vesting of equity .
- Change in Control (double-trigger): if within 6 months before or within 2 years after a change in control, severance = 2.0x (salary + greater of average prior two bonuses or current-year target bonus) for CFO, plus equity treatment per award terms .
- Non-compete/non-solicit: 6-month post-termination for Shamburger .
- Potential Payments (hypothetical as of 12/31/2024):
- Termination without cause (no CIC): $1,361,890 cash + $410,850 equity = $1,772,740 total .
- Termination with CIC (or good reason): $1,368,000 cash + $410,850 equity = $1,778,850 total .
- Death/Disability: $1,447,923 (includes split-dollar death benefit mechanics) + $309,361 equity = $1,757,284 total .
- Retirement: $158,692 equity vesting (PSU pro-rata per actual performance; RSUs do not accelerate) .
- Split-dollar life insurance agreement: Executed Feb 25, 2021; expected death benefit $1.4M as of 12/31/2024; includes post-retirement tax gross-up on economic benefit and gross-up itself .
Company Performance Context
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | 49,732,000 | 49,336,000 | 40,857,000 | 35,834,000 | 41,733,000 |
| Net Income ($) | 82,153,000 | 113,401,000 | 105,020,000 | 86,692,000 | 88,494,000 |
Pay vs Performance highlights:
| Year | TSR (Value of $100) | Peer TSR | Net Income ($M) | ROATCE (%) |
|---|---|---|---|---|
| 2020 | $87.26 | $101.71 | $82.2 | 13.79% |
| 2021 | $121.77 | $129.55 | $113.4 | 17.04% |
| 2022 | $108.56 | $119.01 | $105.0 | 18.56% |
| 2023 | $98.91 | $110.86 | $86.7 | 16.03% |
| 2024 | $105.10 | $131.64 | $88.5 | 14.92% |
2024 operational disclosure:
- Net income up $1.8M vs 2023; diluted EPS up $0.09; loans +3.0%; deposits +1.6%; NPAs/Assets down to 0.04% .
Governance, Benchmarks, and Shareholder Feedback
- Compensation Peer Group (18 banks, assets $4.1–$17.5B), unchanged from 2023; list includes RNST, AMTB, SBCF, FBMS, SFBS, CHCO, FBK, TBK, FFIN, BFST, VBTX, SMBK, STEL, HTBI, OBNK, CCBG, NBHC, SPFI .
- Say-on-Pay approval: ~94.0% support at 2024 Annual Meeting .
- Compensation Committee chaired by Patricia A. Callan; uses independent consultant Meridian for program design and benchmarking .
Risk Indicators & Red Flags
- Anti-hedging/anti-pledging policy reduces misalignment risk; no pledging permitted .
- Clawback policy in place under SEC/NYSE rules .
- Split-dollar agreement includes post-retirement tax gross-up—shareholder-unfriendly feature; however, structure is longstanding and disclosed .
- Late Section 16(a) Form 4 filing in 2024 noted (administrative timing issue) .
- Related party transactions: none disclosed for Shamburger; Company discloses standard Regulation O lending and insurance arrangements with other directors .
Equity Compensation and Vesting Schedules
| Award | Grant Date | Quantity | Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (2024) | 2/1/2024 | 3,122 | $96,002 | 3 equal annual installments starting 1st anniversary |
| PSU (2024 target) | 2/1/2024 | 3,122 | $96,002 | Cliff vest on 3rd anniversary; earned 0–150% based on ROATCE vs KRX |
Change-in-control vesting: RSUs fully vest on CIC unless assumed; PSUs vest pro-rata with target or actual performance depending on timing; double-trigger applies if awards assumed .
Equity Ownership & Alignment Summary Table
| Component | Shares |
|---|---|
| Direct | 22,702 |
| ESOP | 4,220 |
| IRA | 8,296 |
| Spousal (disclaimed) | 3,250 |
| Options exercisable ≤60 days | 26,524 |
| Total Beneficial Ownership | 64,992 (<1%) |
Stock ownership compliance: >100% of CFO guideline (2x salary) .
Employment Terms Summary Table
| Term | Detail |
|---|---|
| Agreement term | Through Oct 25, 2027; auto-renewals |
| Severance (no cause) | Monthly salary x remaining months (24–36) + $10,000; pro-rata bonus; equity accelerates |
| CIC severance (double-trigger) | 2.0x (salary + greater of avg prior two bonuses or target bonus) within 6 months before or 2 years after CIC |
| Non-compete/non-solicit | 6 months |
| Clawback | Mandatory under NYSE/SEC; discretionary recoupment for misconduct |
| Split-dollar life insurance | Death benefit $1.4M as of 12/31/2024; tax gross-up post-retirement |
Investment Implications
- Alignment: Strong compliance with stock ownership guidelines and explicit anti-hedging/pledging policy enhance alignment; RSU/PSU mix links pay to multi-year ROATCE vs peer performance .
- Retention and change-of-control economics: Double-trigger CIC multiple (2.0x) and equity acceleration provide retention but are moderate vs small-cap banks; near-term severance without CIC depends on remaining term months—currently through 2027 .
- Selling pressure: YE 2024 stock price ($31.76) left options largely out-of-the-money (exercise prices $34.50–$37.28), reducing near-term option-exercise selling pressure; RSU delivery is the primary source of potential net-share settlements .
- Performance linkage: AIP drove payout through EPS/ROATCE outperformance despite below-threshold loan growth; PSUs tie value to relative ROATCE vs KRX, a robust metric for bank profitability .
- Governance signals: High say-on-pay support (94%) and independent committee oversight with external consultant suggest low compensation risk inflation; note split-dollar tax gross-up as a legacy red flag to monitor .