Preston Smith
About Preston L. Smith
Preston L. Smith (age 69) is an independent director of Southside Bancshares, Inc. (SBSI) serving since 2009. He is President and owner of PSI Production, Inc. (petroleum E&P) since 1985 and a managing member of Wildwood Environmental Credit Company; his board-relevant expertise spans oil & gas, emerging environmental credit markets, and healthcare governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PSI Production, Inc. | President & Owner | Since 1985 | Energy operating leadership; risk/credit acumen |
| Independent Petroleum Association of America | Northeast Texas Representative to Board | 1999–2005 | Industry advocacy; policy exposure |
| CHRISTUS Trinity Mother Frances Health System | Chairman of the Board (former) | n/a | Healthcare governance oversight |
| All Saints Episcopal School of Tyler | Trustee | 1994–2014 | Education governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wildwood Environmental Credit Company | Managing Member | n/a | Steward for >40,000 acres of protected ecosystems (Pineywoods Mitigation Bank) |
| McCallie School (Chattanooga, TN) | Trustee | Current | Education governance |
| Univ. of Texas at Tyler – Engineering School | Advisory Board Member | Current | Academic-industry linkage |
No other public company directorships are disclosed for Mr. Smith in SBSI’s 2025 proxy biography .
Board Governance
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Mr. Smith is independent .
- Committee assignments (Holding Company): Chair, Corporate Governance & Nominating; Member, Compensation; Member, Innovation, Digital Banking & Information Technology; Member, Risk .
- Bank-level roles: Chair, Executive/Loan & Discount Committee (loan committee) .
- Attendance: In 2024, each director attended at least 75% of Board/assigned committees; all directors attended the 2024 Annual Meeting .
- Meeting load (2024 meetings held): Audit (14), Compensation (12), Innovation/Digital/IT (5), Corporate Governance & Nominating (4), Risk (5); Bank Executive/Loan & Discount (4), Trust (13), Compliance/IT/CRA (24), ALCO (6), etc. .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual director retainer | $101,000 | Non-employee directors; Service Year runs meeting-to-meeting; at least 40% paid in RSUs from 2024 onward |
| Additional retainer – CG&N Chair (Company) | $5,000 | Committee chair schedule |
| 2024 total – Fees earned (cash) | $48,271 | Preston L. Smith; calendar-year basis |
| 2024 total – Stock awards (RSUs, grant-date fair value) | $60,579 | Granted May 15, 2024; FASB ASC 718 fair value |
| 2024 total compensation | $108,850 | Cash + RSU fair value |
Program structure details:
- RSU election/deferral: Directors must receive at least 40% of retainer in RSUs; may elect up to 100% (retainer and additional retainers) in RSUs; RSUs vest on first anniversary of grant; delivery may be deferred to a specified date or upon Board departure .
- Chair fee schedule (for reference): Audit Chair $23,500; Compensation Chair $12,500; Risk Chair $12,500; Innovation/Digital/IT Chair $7,500; Trust Chair $7,500; Corporate Governance & Nominating Chair $5,000; Chairman $48,500; Vice Chair $23,500 .
Performance Compensation
| Instrument | Grant date | Vesting | Performance metrics | Deferral |
|---|---|---|---|---|
| RSUs (director program) | May 15, 2024 | Vest after 1 year (or earlier if not standing for re-election at next Annual Meeting); pro-rata acceleration on death, disability, or change in control | None (time-based, not performance-based) | Optional deferral to set date or upon Board departure |
Note: Director equity is time-vested RSUs; no PSU/option performance metrics apply to directors. Executive PSU metrics in the proxy are for NEOs, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed in 2025 proxy biography |
| Compensation Committee interlocks (company disclosure) | Company disclosed no compensation committee interlocks involving its executive officers during 2024 |
Expertise & Qualifications
- Operating leadership in oil & gas (PSI Production) and environmental credits (mitigation banking) .
- Healthcare governance experience (former CHRISTUS system chair) .
- Skills matrix lists Mr. Smith among directors with executive experience and governance/risk/strategic planning competencies .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 19,524 shares (<1% of 30,409,265 outstanding as of Mar 19, 2025) |
| Breakdown (footnote) | 4,277 joint; 11,552 individual; 2,265 RSUs vesting within 60 days of record date; 1,430 shares owned by spouse (disclaimed) |
| Director ownership policy | Non-employee directors must own ≥5,000 shares within 5 years of election; as of Mar 19, 2025, all current non-employee directors met the requirement |
| Anti-hedging/anti-pledging | Company prohibits hedging, short sales, and pledging by directors/officers |
Say-on-Pay & Shareholder Feedback
| Item | For | Against | Abstain | Broker non-votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (non-binding) | 19,286,484 | 776,285 | 46,710 | 4,927,969 |
Related-Party Transactions & Conflicts
- Reg O lending compliance: Loans to directors/officers (and related interests) are made in the ordinary course on market terms; approvals follow Board policy with interested party abstaining .
- 2024 specific disclosures: Related-party insurance commissions involved another director’s firm; no Smith-specific related-party transactions disclosed .
- Company maintains Code of Ethics and formal shareholder communications and whistleblower procedures .
Governance Assessment
- Strengths: Independent director; chairs Corporate Governance & Nominating (board composition and refreshment oversight); meaningful equity component via RSUs aligning incentives; anti-hedging/pledging policy; director ownership policy met; robust committee workload coverage including Risk and Innovation/Digital .
- Watch items: Industry ties (energy/environmental credits) warrant ongoing related-party monitoring, though no Smith-specific related-party transactions were disclosed; director attendance is disclosed only at “≥75%” aggregate level, not individual detail .