Patricia Callan
About Patricia A. Callan
Patricia A. Callan (age 66) is an independent director of Southside Bancshares, Inc. and a principal of Callan Consulting since 2001, with prior executive roles in insurance in Texas and Kentucky and prior ownership of an independent insurance agency in Lexington, KY . She has served on Southside’s board since 2014 and is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Callan Consulting (Dallas-Fort Worth) | Principal | 2001–present | Provides sales management, insurance, managed care and healthcare-related consulting services . |
| Regional and national insurance companies (TX & KY) | Executive management positions | Not disclosed | Insurance leadership roles; prior owner of an independent insurance agency in Lexington, KY . |
| OmniAmerican Bancorp, Inc. | Director | 2006–Dec 17, 2014 | Served on board until OmniAmerican was acquired by Southside . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OmniAmerican Bancorp, Inc. (public, acquired) | Director | 2006–2014 | Prior public company directorship before acquisition by Southside . |
Board Governance
- Committee assignments (Southside Bancshares, Inc.):
- Compensation Committee: Chair (additional retainer disclosed; chair named in Compensation Committee Report) .
- Audit Committee: Member (committee matrix shows membership) .
- Independence: Board is majority independent; all committees are chaired by independent directors; Board Chair and Vice Chair are independent .
- Attendance: In 2024, every director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Meeting cadence (2024): Board (14), Audit (12), Compensation (5), Innovation/Digital/IT (4), Corporate Governance & Nominating (5), Risk (4) .
Fixed Compensation
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual director retainer (non-employee) | $101,000 | Payable quarterly; employee directors receive no board fees . |
| Committee/Chair retainers | Compensation Committee Chair: $12,500 | Other chair retainers: Audit $23,500; Risk $12,500; Innovation/Digital/IT $7,500; Corporate Governance & Nominating $5,000; Chair of Board $48,500; Vice Chair $23,500 . |
| Delivery mix | At least 40% in RSUs (effective 2024); up to 100% elective in RSUs | RSUs vest on 1st anniversary or earlier at next annual meeting if not standing for re-election; deferral available . |
| 2024 fees (Callan) | Cash: $88,273; Stock awards (RSUs): $40,377; Total: $128,650 | Includes $12,500 chair retainer for Compensation Committee . |
Performance Compensation
| Performance-conditioned elements for directors | Details |
|---|---|
| None disclosed | Director equity is time-based RSUs tied to service; no performance metrics for director compensation . |
Other Directorships & Interlocks
- Prior public company board: OmniAmerican Bancorp, Inc. (2006–2014) .
- Compensation Committee interlocks: None of the Compensation Committee members were current or former Company officers in 2024; no executive officer interlocks with other companies’ compensation committees .
Expertise & Qualifications
- Skills matrix indicates: Executive Experience; Banking/Financial Services; Strategic Planning; Corporate Governance; Legal/regulatory; not marked for CRE, Accounting/Audit, Risk, IT, or HR .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 9,505 shares | Less than 1% of outstanding shares . |
| Owned directly | 2,956 shares | Sole voting/investment power . |
| IRA | 5,039 shares | Sole voting/investment power . |
| RSUs vesting within 60 days (as of Mar 19, 2025) | 1,510 units | Will convert to common within 60 days of record date . |
| Ownership guideline | 5,000 shares minimum | All current non-employee directors met the guideline as of Mar 19, 2025 . |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited for directors | Policy bars hedging, short sales, and pledging; applies to directors and equity grantees . |
Insider Trades (Form 4 signals)
| Date filed | Transaction date | Type | Shares | Source |
|---|---|---|---|---|
| Mar 10, 2025 | Mar 6, 2025 | A – Award | 18 | |
| May 21, 2025 | May 14, 2025 | A – Award | 1,359 | |
| Sep 8, 2025 | Sep 8, 2025 | Form 4 filings (multiple) | Not summarized here |
Context: Director RSU elections under the Director Compensation Program (min 40% in RSUs) and vesting schedules can generate periodic Form 4 awards/settlements .
Governance Assessment
- Strengths
- Chair of Compensation Committee with independent oversight; no committee interlocks with management; use of independent consultant Meridian to inform peer group and structure (supports alignment) .
- Strong shareholder-alignment features: minimum 40% of director pay in RSUs; ownership guideline (5,000 shares) met; anti-hedging/anti-pledging policy; clawback policy consistent with NYSE and Rule 10D-1, including discretionary recoupment for misconduct .
- Attendance and engagement: met at least 75% attendance; robust committee meeting cadence; board majority independent with independent leadership .
- Shareholder support: 2024 Say-on-Pay passed with 18,855,915 “For” vs 1,090,682 “Against” (108,416 abstain; broker non-votes 4,353,821) .
- Potential risks/red flags
- No related-party transactions disclosed involving Callan; related transactions disclosed involve other directors/executives (e.g., insurance brokerage owned by another director), mitigated by board approval processes and Reg O compliance .
- No pledging/hedging permitted; no disclosures of pledging by Callan .
- No legal proceedings or investigations disclosed related to Callan in the proxy (2025) .
Say-on-Pay & Shareholder Feedback
| Item | Result | Source |
|---|---|---|
| 2024 Say-on-Pay advisory vote | For: 18,855,915; Against: 1,090,682; Abstain: 108,416; Broker non-votes: 4,353,821 |
Compensation Committee Analysis (as Chair)
- Committee remit: Oversees executive compensation philosophy, reviews pay levels and incentive design; recommends NEO compensation; oversees director compensation .
- Independent advice: Meridian Compensation Partners engaged to advise on compensation peers and structure; 2024 peer group maintained (18 banks) .
- Incentive design discipline: AIP and LTI structures for executives emphasize EPS, ROATCE, NPAs, and loan growth, with balanced qualitative goals; PSUs vest on ROATCE vs KBW Regional Bank Index percentiles; clawback policy in place .
Notes and References
- Director biography and skills matrix .
- Independence, attendance, leadership structure .
- Committee memberships and meeting cadence .
- Director compensation program and 2024 amounts .
- Ownership policy and holdings .
- Anti-hedging/pledging policy .
- Clawback policy .
- Related-party and Reg O disclosures .
- 2024 Annual Meeting vote results .