Raymond McKinney
About Raymond McKinney
Raymond C. McKinney, CPA, was appointed as an independent, non‑employee director of Southside Bancshares, Inc. effective November 15, 2025, with an initial term expiring at the 2026 Annual Meeting of Shareholders . He is Chief Executive Officer and President of The Genecov Group (real estate and oil & gas investments) since 2016; previously a Partner at Gollob Morgan Peddy P.C.; he serves on the UT Health Tyler Board of Trustees and the UT Tyler Audit Committee, and is a past Chairman of the Tyler Economic Development Council; he is a licensed CPA and a graduate of Louisiana Tech University . The Board states that Audit Committee members are independent under NYSE listing rules; Audit and Compensation committees are fully independent, with other committees comprised of a majority of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Genecov Group | CEO & President | 2016–present | Leads real estate and oil & gas investment strategy |
| Gollob Morgan Peddy P.C. | Partner | 2013–2014 | Senior accounting roles prior to partnership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UT Health Tyler | Board of Trustees (Member) | Current | Governance oversight in healthcare setting |
| University of Texas at Tyler | Audit Committee (Member) | Current | Audit oversight and financial reporting experience |
| Tyler Economic Development Council | Past Chairman | Prior service | Regional economic development leadership |
Board Governance
- Committee assignments (Company): Audit Committee (Member) and Risk Committee (Member) .
- Committee assignments (Southside Bank): Executive/Loan & Discount Committee (Member) and Compliance/IT/CRA Committee (Member) .
- Independence: Audit Committee members are independent; Board committees are chaired by independent directors, and a majority of the Board is independent under NYSE rules .
- Lead Independent Director and executive sessions: Bylaws require at least annual executive sessions of independent directors and designate a Lead Independent Director with defined powers (if the Chairman is not independent) .
- Board/committee activity reference: In 2024, the Company’s Board held 14 meetings; Audit (12), Compensation (5), Corporate Governance & Nominating (4), Risk (5), Innovation/Digital/IT (4); Bank committees met frequently (Executive 13, Loan & Discount 24, Trust 6, Compliance/IT/CRA 12, ALCO 12), providing context for expected engagement .
Fixed Compensation
| Component | Amount/Structure | Vesting/Timing | Notes |
|---|---|---|---|
| Annual Director Retainer (non‑employee) | $101,000 per Service Year | Paid quarterly (cash portion) | Service Year runs Annual Meeting to Annual Meeting |
| Equity election (RSUs) | Minimum 40% of annual retainer in RSUs (directors may elect up to 100%) | RSUs vest on first anniversary of grant; accelerated pro rata on death, disability, or change in control | Settlement at vest or deferred to a specified anniversary or end of board service |
| Additional Chair Retainers | Chairman $48,500; Vice Chair $23,500; 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 | Paid during service year | Directors may elect all/part in RSUs |
McKinney’s compensatory arrangements are consistent with the Company’s standard non‑employee director program disclosed in the 2025 proxy .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑based pay for Directors | None; non‑employee directors receive cash retainer and time‑based RSUs; no director options or PSUs are disclosed in the Director Program . |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock |
|---|---|---|---|
| Public company boards | — | None disclosed in Company filings for McKinney | — |
| UT Health Tyler | Non‑profit/health system | Trustee | Not a public company board |
| UT Tyler | Public university | Audit Committee Member | Not a public company board |
| Tyler Economic Development Council | Regional organization | Past Chairman | Not a public company board |
Expertise & Qualifications
- CPA with senior public accounting background; audit and financial reporting skills applied via UT Tyler Audit Committee service .
- Executive leadership in real estate and oil & gas investment (risk, capital allocation) .
- Community and healthcare governance exposure through UT Health Tyler board .
Equity Ownership
| Policy/Item | Requirement/Status |
|---|---|
| Director Stock Ownership Policy | Non‑employee directors must own at least 5,000 shares within five years after first election; measured from January 1 following election; ongoing maintenance required . |
| Compliance mechanism | If below 5,000 shares, mandatory RSU elections apply to reach guideline (minimum 40% of retainer, effective 2024) . |
| Anti‑hedging/pledging | Directors are prohibited from hedging, short sales, and pledging Company securities . |
| Disclosure status | McKinney was appointed after the March 19, 2025 record date; thus not included in the 2025 beneficial ownership table; initial ownership and Form 3 to be filed following appointment per SEC rules . |
Governance Assessment
- Strengths
- Committee placements on Audit and Risk bring a CPA with audit oversight experience; aligns with board’s risk and financial control responsibilities .
- Board governance includes independent chairing of committees, majority independence, and structured executive sessions/Lead Independent Director role to enhance oversight quality .
- Director ownership guideline (5,000 shares in five years) and mandatory RSU minimum enhance alignment; anti‑hedging/pledging eliminates misalignment risks .
- Potential conflicts/monitoring points
- As CEO of an investment company focused on real estate and oil & gas, any lending or business relationships with Southside Bank or affiliates must follow Regulation O and conflict‑of‑interest policies; the Board reviews/approves related‑party transactions and requires comparable terms .
- No attendance record yet (appointed Nov 2025); monitor committee participation and future proxy disclosures for engagement metrics .
- Not a committee chair; future leadership roles would increase influence over controls—monitor for expanded responsibilities and added chair retainers .
- Signals for investors
- Board refreshment continues with new independent directors; Company maintains term‑limit retirement policy at age 75 and ongoing director training (ESG, cybersecurity, compensation, governance) supporting board effectiveness .
- Standardized director pay structure with time‑based RSUs (no performance pay) limits pay‑for‑performance linkage for directors, but is common practice for independence and oversight roles .