Kirk Calhoun
About Kirk A. Calhoun
Independent director of Southside Bancshares, Inc. (SBSI); age 72; joined the Board in 2024. He is Interim President of the University of North Texas Health Science Center and previously served as President of The University of Texas at Tyler (2002–2024), bringing 40+ years of academic medicine leadership, governance and risk oversight experience . Independence affirmed under NYSE rules; all directors, including Dr. Calhoun, attended at least 75% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of North Texas Health Science Center | Interim President | Current | Executive leadership and institutional governance |
| The University of Texas at Tyler | President | 2002–2024 | Combined 22 years as President of UT Tyler and the UT Health Science Center at Tyler; extensive leadership in higher education and healthcare |
| UTMB HealthCare Systems (UTMB Galveston) | Corporate Medical Director | Not disclosed | Oversight of clinical operations and compliance |
| Parkland Hospital | Senior Vice President | Not disclosed | Health system leadership and operations |
| UT Southwestern Medical School | Associate Dean of Clinical Affairs | Not disclosed | Academic clinical leadership and governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UT Health East Texas Health System | Chairman of the Board (prior) | Not disclosed | Health system board leadership |
| Teaching Hospitals of Texas | Executive Committee (member) | Not disclosed | Statewide academic hospital advocacy and policy |
| Association of American Medical Colleges (AAMC) | Immediate Past Chair, Board of Directors | Not disclosed | National medical education governance |
Board Governance
- Independence: Independent under NYSE rules (all directors other than CEO are independent) .
- Attendance: All directors attended ≥75% of combined Board and committee meetings in 2024 .
- Committee assignments (Company Board): Audit; Compensation; Corporate Governance & Nominating; Risk (no chair designations) .
- 2024 meeting cadence (Company): Board 14; Audit 12; Compensation 5; Innovation 4; Corporate Governance & Nominating 5; Risk 4 .
- Governance practices: Independent Chair and Vice Chair; annual Board self-assessment; mandatory director training; term limits (retirement after next AGM following age 75); anti-hedging/anti-pledging policy; whistleblower and Code of Conduct frameworks .
Fixed Compensation
| Component | Structure / Policy | 2024 Amount (Calhoun) |
|---|---|---|
| Annual Director Retainer | $101,000 per Service Year; paid quarterly | — |
| Committee/Chair Fees | Additional retainers for certain chair roles only (Audit $23,500; Compensation $12,500; Risk $12,500; Governance $5,000; Innovation $7,500; Chair $48,500; Vice Chair $23,500) | None (no chair roles) |
| Form of Pay | Minimum 40% of retainer in RSUs (directors can elect up to 100% in RSUs); balance in cash; RSUs vest on first anniversary; deferral available | Mix shown at right |
| Cash Fees | Fees earned/paid in cash during 2024 | $37,898 |
| Equity (RSUs) | Grant-date fair value of RSUs (May 15, 2024 grant cycle) | $40,377 |
| Total 2024 | Cash + Equity | $78,275 |
- Compensation mix signal: Equity was ~52% of total director pay for 2024 ($40,377 of $78,275), exceeding the 40% minimum and aligning incentives with shareholders .
Performance Compensation
| Element | Metrics | Vesting |
|---|---|---|
| Director Equity Awards | Not performance-based; RSUs only for directors | RSUs vest on the first anniversary of grant (or earlier timing if not standing for re-election); deferral option available |
No performance metrics (e.g., EPS/TSR) apply to non-employee director compensation; design is time-based to preserve director independence .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Calhoun in the proxy; external roles are academic/healthcare institutions and associations .
- Related-party/transactions: No Calhoun-specific related-party transactions disclosed; the proxy details related-party items for other directors/officers (e.g., insurance commissions with a firm owned by another director) and family employment relationships; these do not involve Dr. Calhoun .
Expertise & Qualifications
- Executive leadership in healthcare and higher education (President roles; Interim President UNTHSC) .
- Governance and risk oversight (AAMC Board leadership; committee service on Audit, Risk, Compensation, and Governance at SBSI) .
- Recognitions include T.B. Butler Citizen of the Year (2021) and other awards for leadership and community service .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 15,959 shares as of March 19, 2025 (<1% of outstanding) |
| Breakdown | 13,386 shares jointly with spouse; 1,063 shares in IRA; 1,510 RSUs scheduled to vest/convert within 60 days of the record date |
| Ownership Guidelines | Directors must own ≥5,000 shares within 5 years of election; as of March 19, 2025, all non-employee directors meet the requirement (includes Dr. Calhoun) |
| Hedging/Pledging | Prohibited for directors under SBSI policy (anti-hedging and anti-pledging) |
| Shares Outstanding (reference) | 30,409,265 shares outstanding as of March 19, 2025 |
Compensation Committee Context (Relevance to Calhoun)
- Committee membership: Dr. Calhoun is a member of the Compensation Committee; the 2024 Compensation Committee Report lists him among signatories .
- Independent consultant: Meridian Compensation Partners advised on executive compensation peer groups and long-term equity program design (PSUs/RSUs); peer group unchanged in 2024 .
- Say-on-Pay support: Approximately 94% support at the 2024 Annual Meeting, indicating strong investor endorsement of compensation programs overseen by the committee .
Risk Indicators & Policies
- Clawback: Compensation Recoupment Policy aligned with NYSE Rule 10D-1; permits recovery of incentive-based (and certain service-based) pay in restatement and misconduct scenarios .
- Insider trading/16(a): 2024 proxy notes some late Form 4 filings (officers), but none identified for Dr. Calhoun; company maintains insider trading policy and whistleblower program .
- Related-party exposure: None disclosed related to Dr. Calhoun; loans to insiders at the Bank follow Regulation O and board approval protocols .
Governance Assessment
- Strengths
- Independent director with broad governance and risk oversight experience; serves on four key Board committees (Audit, Compensation, Governance, Risk) .
- Strong ownership alignment through mandatory equity (≥40% RSUs) and ownership guidelines; Calhoun exceeds the 5,000-share requirement; hedging/pledging prohibited .
- Positive shareholder sentiment on pay programs (c. 94% Say-on-Pay support in 2024) while Calhoun serves on the Compensation Committee .
- Watch items
- Newer director (elected 2024) — continued observation of engagement depth and contributions across Audit/Comp/Risk/Governance over a fuller cycle is warranted .
- No public-company board experience disclosed; however, significant leadership in complex academic/health systems suggests transferable governance skill set .
No red flags identified related to attendance, related-party transactions, hedging/pledging, or unusual director pay practices based on the latest proxy disclosures .