Lee Gibson
About Lee Gibson
Lee R. Gibson, CPA, is CEO of Southside Bancshares, Inc. (SBSI) since January 2017; previously President (2015–May 2024) and CFO (2000–2015). He joined Southside Bank in 1984 and is also a director of Southside Bank, with 40+ years of banking experience; age 68 . 2024 performance context: net income up 2.1% with ROAE 11.03% and ROA 1.06%; diluted EPS up 3.2% . Pay-versus-performance shows CAP aligned with TSR and ROATCE; 2024 TSR on a $100 initial investment was $105.10, with ROATCE 14.92% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Southside Bancshares | CEO | Jan 2017–present | Oversight of multi-committee risk and compensation governance; capital allocation . |
| Southside Bancshares | President | 2015–May 2024 | Led credit/commercial lending, IT and operations via President structure . |
| Southside Bancshares | CFO | 2000–2015 | Financial reporting, investor relations, funds management . |
| Federal Home Loan Bank of Dallas | Chairman | 6 years | System governance; Council of FHLBs Chair for 2 years . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Bethesda Health Clinic | President & Director | Current | Community leadership; reputational capital . |
| Texas Bankers Association | Director | Current | Policy/industry engagement . |
| Tyler Economic Development Council | Director; Executive Committee Member | Current | Local economic development; business ties . |
| R.W. Fair Foundation | Board Member | Current | Philanthropic network . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $774,744 | $809,608 | $845,000 |
| Stock Awards ($) | $271,144 | $283,353 | $422,505 |
| Non-Equity Incentive ($) | $478,211 | $245,092 | $418,029 |
| Change in Pension Value ($) | — | $769,701 | $277,612 |
| All Other Compensation ($) | $25,497 | $26,963 | $28,296 |
| Total ($) | $1,549,596 | $2,134,717 | $1,991,442 |
- 2024 salary increased 4.4% per Committee review; NEO targets unchanged (CEO 50% of base for AIP) .
- 2024 perquisites include club dues ($8,404), 401(k) match ($13,800), ESOP contribution ($6,092) .
- Employee directors (including CEO) receive no director fees; non-employee directors’ retainer program detailed separately .
Performance Compensation
Annual Incentive Program (AIP) design (CEO): EPS, Loan Growth, ROATCE, and qualitative scorecard; weightings: EPS 40%, Loan Growth 15%, ROATCE 20%, Scorecard 25%; target award 50% of base; payout range 50–150% per measure .
| Metric (CEO) | Weight | Threshold | Target | Max | 2024 Actual | Payout % of weighted target |
|---|---|---|---|---|---|---|
| EPS | 40% | $2.26 | $2.66 | $4.03 | $2.98 (adjusted) | 111.7% |
| Loan Growth | 15% | 4.00% | 5.00% | 7.00% | 3.00% | — (below threshold) |
| ROATCE | 20% | 11.70% | 13.77% | 22.13% | 15.25% (adjusted) | 108.9% |
| Qualitative Scorecard | 25% | — | — | — | Above Target | 130% |
- CEO total AIP payout: $418,029; 98.9% of target .
- Long-term equity (2017 plan): 50% PSUs, 50% RSUs. RSUs vest in 3 equal annual installments; PSUs cliff vest at 3 years on ROATCE percentile vs KBW Nasdaq Regional Bank Index (KRX) with 0–150% payout (≥75th percentile = 150%) .
2024 equity grants (CEO):
| Award | Grant Date | Target/Units | Vesting |
|---|---|---|---|
| RSU | 2/1/2024 | 6,870 units; $211,253 fair value | Annual pro rata over 3 years |
| PSU | 2/1/2024 | Target 6,870; Threshold 3,435; Max 10,305; $211,253 fair value | 3-year cliff; ROATCE vs KRX scale |
Equity Ownership & Alignment
| Ownership component | Shares | Notes |
|---|---|---|
| Direct (individual) | 49,011 | Sole voting/investment power |
| ESOP | 30,223 | Sole voting, not investment power; 100% vested |
| IRA | 8,264 | Sole voting/investment power |
| Options exercisable ≤60 days | 68,577 | Strike prices: 2016 $37.28, 2018 $34.50, 2019 $34.83; expiries 2026–2029 |
| Total beneficial | 156,075 | <1% of 30,409,265 shares outstanding |
- Executive stock ownership guideline: CEO 3x base salary; Gibson deemed stock held 100,320 shares; >100% of requirement .
- Anti-hedging and anti-pledging policy prohibits hedging, short sales, and pledging for executives/directors .
- Outstanding unvested awards (CEO): RSUs 1,231 (2022), 2,663 (2023), 7,201 (2024); PSUs max 5,538 (2022), 5,991 (2023), 10,802 (2024); valued at $31.76 at 12/31/24 .
Insider trading signals:
- 2024-11-06 sale of 3,300 shares at $36.74 (net sale) .
- 2025-09-04 Form 4: acquired 149 dividend-equivalent shares (administrative accrual) .
- 2024-02-09 late Form 4: RSU grant reporting and tax-withholding share dispositions .
Vesting calendar and potential pressure:
- RSUs vest annually in early February; PSUs cliff vest after 3 years with pro-rata treatment on certain terminations/change-in-control .
Employment Terms
| Term/Provision | Details |
|---|---|
| Employment Agreement | Effective 10/22/2007; automatic one-year extensions; current term through 10/22/2027 . |
| Severance (no CoC) | Lump sum equal to monthly salary × months remaining in term (24–36 months), +$10,000; pro-rata bonus; immediate vesting of equity; other benefits . |
| Severance (CoC) | If within 6 months pre- or 2 years post-CoC: 2.99× (salary + greater of average prior 2 bonuses or target); if outside window: 2.00× for CFO/COO; equity accelerates per plan . |
| Non-compete/Non-solicit | Confidentiality; non-compete/non-solicit apply for one year (Gibson/Arnold) and six months (Shamburger/McCabe) after termination . |
| Clawback | Compensation Recoupment Policy consistent with SEC/NYSE Rule 10D-1; covers restatements and misconduct . |
| 280G cutback | Payments reduced to avoid excise tax if net benefit is greater . |
Severance economics (as of 12/31/2024):
| Scenario | Severance Payment ($) | Equity Acceleration ($) | Total ($) |
|---|---|---|---|
| Termination without cause (no CoC) | $2,382,945 | $916,490 | $3,299,435 |
| Termination for good reason/without cause in connection with CoC | $3,789,825 | $916,490 | $4,706,315 |
| Death/Disability | $1,886,332 (split-dollar benefit) | $691,268 | $2,577,600 |
Split-dollar life insurance:
- Death benefits expected ~$1.9 million (CEO), with annual 5% inflation adjustment; post-retirement tax gross-up bonus to offset tax on economic benefit and gross-up itself .
Board Governance
- Board independence: majority independent; Lee Gibson is not independent; independent Chairman; Vice Chair and Chairman serve as ex-officio members of key committees .
- Committee memberships (Company): Gibson serves on the Company Board; does not serve on Audit/Compensation/CGN/Risk . Bank committees: he serves on Executive/Loan & Discount, Trust, Compliance/IT/CRA, and ALCO .
- Meeting attendance: all directors attended ≥75% of Board/committee meetings; full attendance at 2024 Annual Meeting .
Director compensation (dual-role implications):
- Employee directors (e.g., Gibson) receive no Board compensation; non-employee directors receive $101,000 annual retainer with at least 40% in RSUs; additional retainers for committee chairs/leadership .
- Anti-hedging/pledging, ownership policy for directors (≥5,000 shares within 5 years) .
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group (18 banks) used for benchmarking; Meridian Compensation Partners engaged; assets range ~$4.1–$17.5B; list includes FFIN, RNST, VBTX, NBHC, etc. .
- Say‑on‑Pay approval ~94% at 2024 Annual Meeting; annual say-on-pay frequency adopted .
Related Party Transactions and Risk Indicators
- Family employment: Richard K. Gibson (son) employed by Southside Bank; 2024 compensation $301,109 .
- Vendor relationship: Insurance policies through Bosworth & Associates (director Michael Bosworth); 2024 premiums $1,245,807; commissions $170,894 .
- Section 16(a) filings: late Form 4 reported for CEO (Feb 9, 2024) among others .
- Incentive plan governance: 2025 Incentive Plan features include no option/SAR repricing, minimum one-year vesting, double-trigger CoC vesting, clawback, and no tax gross-ups within plan terms . Note split-dollar agreements include tax gross-up for insurance benefits .
Investment Implications
- Pay-for-performance alignment: AIP tied to EPS and ROATCE delivered above target in 2024, while loan growth missed threshold; CEO payout near target (98.9%) indicates measured calibration . Long-term PSUs benchmark ROATCE vs KRX, supporting returns-focused culture .
- Ownership and alignment: CEO exceeds stock ownership guideline; anti-hedging/pledging policy reduces misalignment risk; however split-dollar tax gross-up is shareholder-unfriendly and should be monitored .
- Retention and CoC economics: CoC multiple at 2.99x (CEO) with broad equity acceleration creates meaningful potential payout; investors should consider dilution/overhang and termination costs in M&A scenarios .
- Trading signals: Periodic RSU vesting in early February and option exercises may lead to Form 4 activity; observed 2024 sale of 3,300 shares at ~$36.74 and small accruals in 2025 indicate modest selling pressure; monitor Form 4 filings around vest dates .
- Governance: Independent chair and majority-independent Board mitigate dual-role concerns; CEO does not serve on key Company committees; strong clawback and no repricing bolster compensation governance .
Appendix: Additional Data Tables
Pay versus performance context
| Year | TSR ($100 initial) | Peer TSR ($100) | Net Income ($mm) | 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% |
Company performance summary
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income change | — | +$1.8mm (+2.1%) |
| Diluted EPS change | — | +$0.09 (+3.2%) |
| Loans growth | — | +3.0% |
| Deposits growth | — | +1.6% |
| Nonperforming assets / total assets | — | 0.04% |
Board committees (selected)
| Committee | Independent Chair | CEO membership | 2024 meetings |
|---|---|---|---|
| Audit | Tony K. Morgan, CPA | No | 14 |
| Compensation | Patricia A. Callan | No | 12 |
| Risk | S. Elaine Anderson, CPA | No | 5 |
| Innovation/Digital/IT | Chair noted; independent | No | 4 |
| Southside Bank Executive/Loan | Garrett (Chair) | Yes | 13/24 |
All citations: and external URLs as cited above.