Shannon Dacus
About Shannon Dacus
Shannon Dacus (age 56) is an independent director of Southside Bancshares, Inc. (“SBSI”) since 2020. She is President and owner of The Dacus Firm, a minority and female-owned law firm in Tyler, TX, and has practiced business litigation since 1994. Her board credentials emphasize legal, governance, and risk/compliance oversight, including prior service on an East Texas bank board (Audit Committee member; Chair of Risk & Compliance Committee), and she has held leadership roles across multiple regional civic and healthcare boards, with notable recognition for community and professional service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| East Texas bank (name not disclosed) | Director | ~5 years (prior to SBSI nomination) | Audit Committee member; Chair of Risk & Compliance Committee |
| CHRISTUS Northeast Texas | Immediate-past President and Director | Not disclosed | Board leadership; community health governance |
| Bethesda Health Clinic | Immediate-past President and Director | Not disclosed | Board leadership; community health governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Tyler Area Chamber of Commerce | Board and Executive Committee | Current | First Hispanic female to chair the Chamber (historic distinction) |
| Tyler Economic Development Council | Board member | Current | Economic development governance |
| Texas Bar Foundation; others | Former Chair (multiple orgs) | Prior | Recognitions include Adelante Award, Professional of the Year (Hispanic Business Alliance), and other awards |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Dacus is independent under NYSE rules (only CEO is non-independent) |
| Board tenure | Director since 2020 |
| Attendance | In 2024, all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 Annual Meeting |
| SBSI Board committees | Audit (member); Corporate Governance & Nominating (member); Risk (member) |
| Southside Bank Board | Bank Board (member); Bank committees: Trust; Compliance/IT/CRA; ALCO (memberships indicated) |
| Board leadership | Independent Chair; Board is 93% independent; term-limit policy requires retirement after age 75; annual Board self-assessment and director training (ESG, cybersecurity, compensation, governance, compliance, accounting) |
| Anti-hedging/pledging | Company policy prohibits hedging, short sales, and pledging by directors and specified employees |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual retainer (Program level) | $101,000 | Non-employee director retainer; effective structure since 2020 |
| Cash actually paid (2024) | $60,623 | Fees Earned or Paid in Cash |
| Additional chair/committee retainers | $0 | No chair roles disclosed for Dacus in 2024 |
Performance Compensation
| Equity vehicle | Grant date | 2024 Grant value | Vesting | Key terms |
|---|---|---|---|---|
| RSUs (director election) | May 15, 2024 | $40,377 | Vest on first anniversary of grant (or earlier at next Annual Meeting if not standing); directors must take at least 40% of annual retainer in RSUs beginning 2024 | Pro-rata acceleration on death, disability, or change in control; settlement can be current or deferred per election |
Notes: Directors receive time-based RSUs; there are no performance-conditioned director awards or performance metrics tied to director equity .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other public company boards | None disclosed for Ms. Dacus in the proxy biography |
| Compensation Committee interlocks | None during FY2024 (Company-wide statement) |
| Committee roles at SBSI | Not a member of Compensation Committee (FY2024 comp committee listed: Callan (Chair), Henderson, Calhoun, Sammons, Frailey) |
Expertise & Qualifications
- Legal and governance: 30+ years in business litigation; prior chair roles in risk and compliance at a bank; relevant for Audit, Risk, and Nominating oversight .
- Banking exposure: Service on an East Texas bank board; SBSI committees include Audit and Risk .
- Community and leadership: Executive roles across regional health, economic development, and civic bodies, with multiple governance awards and firsts for Hispanic women in leadership .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Total beneficial ownership | 7,065 shares (<1% of 30,409,265 outstanding) |
| RSUs vesting within 60 days of record date (Mar 19, 2025) | 1,510 RSUs included in total |
| Ownership guideline | Directors must own ≥5,000 shares within five years; as of Mar 19, 2025, all current non-employee directors met the requirement (Dacus above threshold) |
| Pledging/Hedging | Prohibited by Company policy for directors |
Governance Assessment
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Strengths for investor confidence:
- Independent director with legal/compliance background; sits on Audit, Risk, and Nominating—key oversight seats for a regional bank .
- Ownership alignment: ≥5,000-share guideline met; part of retainer must be in RSUs (≥40%), reinforcing equity exposure .
- Good engagement: 2024 attendance threshold met for all directors; active board training and annual self-assessment .
- No related-party transactions disclosed involving Dacus; no Section 16 filing delinquencies listed for her .
-
Potential watch items:
- Director equity is time-based (no performance conditions), standard for directors but provides limited direct pay-for-performance linkage; mitigated by mandatory equity mix and anti-hedging/pledging policy .
- Broader governance climate appears stable: 2024 Say-on-Pay support ~94%, indicating strong shareholder alignment with compensation governance (applies to NEOs, but signals overall governance health) .
-
Compensation structure observations:
- November 2023 change increased equity mix for directors (minimum 40% of retainer in RSUs) starting 2024—positive alignment shift .
- 2024 Dacus pay mix was ~60% cash / ~40% equity ($60,623 cash; $40,377 RSUs; total $101,000) .
-
Related-party and conflicts scan:
- Transactions disclosure lists relationships for other directors/executives (e.g., insurance brokerage commissions to a firm owned by a director), but none for Dacus—no related-party exposure identified for her in 2024 .
-
Board effectiveness indicators:
- Independent Chair structure and high proportion of independent directors (93%); term-limit policy (retirement after 75) and annual evaluations support refreshment and effectiveness .
- Committee coverage: Dacus’ placement on Audit and Risk is aligned with her legal/R&C background .
Sources
- Director biography, committees, nominee information:
- Independence, attendance, board structure, training, self-assessment:
- Director compensation program, retainer levels, RSU terms and elections:
- 2024 Director Compensation Table (individual amounts):
- Director ownership guideline and compliance:
- Security ownership table (Dacus shares and RSUs):
- Anti-hedging and anti-pledging policy:
- Related-party transactions and interlocks disclosures:
- Section 16(a) late filing review (no issues listed for Dacus):
- Say-on-Pay support (context):