Kyle R. Wargo
About Kyle R. Wargo
Independent director of South Plains Financial, Inc. (SPFI); age 64 as of December 31, 2024; SPFI board member since 2016 and City Bank board member since 2013, following advisory director service from 2002–2013. Executive Director of Region 17 Education Service Center since 1996; prior roles include Superintendent (Levelland ISD, 1993–1996) and Assistant to Superintendent (La Marque ISD, 1989–1993). Education: B.S. Baylor University (1982), M.Ed. University of Houston–Clear Lake (1984), Ed.D. University of Houston (1995). Board determined independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Region 17 Education Service Center | Executive Director | 1996–present | Long-tenured regional education leadership; administration and governance experience cited as board qualification. |
| Levelland Independent School District | Superintendent | 1993–1996 | District leadership; public sector executive experience. |
| La Marque Independent School District | Assistant to Superintendent | 1989–1993 | Public education administration. |
| City Bank | Advisory Director | 2002–2013 | Preceded City Bank board service. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Science Spectrum Museum (Lubbock) | Director; Treasurer | Director since 1996; Treasurer 2008–2024 | Community/non-profit governance. |
| Workforce Solutions South Plains | Director | Not specified | Regional workforce board service. |
| Professional associations | Member | Not specified | Texas Association of School Administrators; American Association of School Administrators. |
No other public company directorships disclosed.
Board Governance
- Independence: Board has affirmatively determined Wargo is independent under Nasdaq and SEC rules.
- Committee assignments:
- Audit Committee Chair.
- Compensation Committee member.
- Nominating & Corporate Governance Committee member.
- Board leadership context: Chairman/CEO roles combined at SPFI; Lead Independent Director is Richard D. Campbell, who chairs executive sessions held at least twice annually.
- Attendance and engagement:
- Board met 16 times in FY2024; each director participated in at least 75% of the aggregate board and applicable committee meetings.
- All directors attended the 2024 annual meeting.
- Committee activity levels (FY2024): Audit (10 meetings); Compensation (5); Nominating (1).
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Cash fees | $87,250 | Includes board and committee service fees (Bank and Company). |
| Stock awards (grant-date fair value) | $24,975 | RSUs granted under 2019 Equity Incentive Plan, valued at closing price on grant date. |
| Option awards | $0 | None granted. |
| All other compensation | $14,359 | Includes tax gross-up related to a holiday gift. |
| Total | $126,584 | Sum of components. |
Director compensation levels are benchmarked against peers per board review.
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based cash | Not applicable to non-employee directors (no non-equity incentive plan comp reported). |
| Equity with performance metrics | Not disclosed for directors; reported stock awards appear time-based RSUs (grant-date fair value). |
Other Directorships & Interlocks
- Interlocks/related-party representation: None disclosed for Wargo.
- Board representation agreement exists with Henry TAW LP (principal shareholder) appointing Richard D. Campbell; not related to Wargo.
Expertise & Qualifications
- Public-sector executive leadership and governance experience; administration and understanding of state and local government highlighted as board qualifications.
- Academic background in education (Ed.D.); prior graduate faculty experience at Texas Tech University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Kyle R. Wargo | 12,837 | * (less than 1%) | No pledging disclosed; no footnote indicating options or unvested RSUs for Wargo. |
Directors and executive officers as a group hold 4,131,778 shares (24.58%).
Governance Assessment
- Strengths
- Independent director with extensive governance and administrative experience; serves as Audit Committee Chair, indicating trust in oversight of financial reporting and controls.
- Robust committee engagement; membership across Audit, Compensation, and Nominating indicates broad governance participation.
- Attendance and engagement standards met; board met frequently in FY2024, and directors maintained ≥75% attendance.
- Company-level safeguards: Clawback policy adopted Oct 2, 2023; insider trading policy discourages hedging/pledging and prohibits margin accounts, with preclearance required.
- Potential concerns and monitoring items
- Tax gross-ups appear in director “all other compensation” (holiday gift), which some investors view as shareholder-unfriendly; though magnitude is modest.
- Board-level related-party exposures (not Wargo-specific): stock repurchases from CEO; purchases from entity majority-owned by President’s spouse; principal shareholder shares pledged to J.P. Morgan. Ensure continued robust related-party controls via Audit Committee oversight.
- Combined Chair/CEO roles; mitigated by Lead Independent Director structure and executive sessions at least twice annually—continue monitoring board independence dynamics.
Independence confirmed; no related-party transactions or pledging disclosed for Wargo individually.