Frances H. Jeter
About Frances H. Jeter
Frances H. Jeter, 68, is an independent Class III director of Stellar Bancorp, Inc. (STEL), serving since 2022 following her tenure as an Allegiance Bancshares director beginning in 2014; she currently chairs the Board’s Risk Oversight Committee and previously chaired the Corporate Governance and Nominating Committee from 2022–2024 . She has more than 25 years of strategic and financial communications and corporate governance experience; she is a Partner at FGS Global and held senior roles at Spectra Energy, Bracewell & Giuliani LLP, and Duke Energy Gas Transmission; she holds a B.A. from the University of North Carolina at Chapel Hill .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegiance Bancshares, Inc. | Director | 2014–2022 | Governance experience carried into STEL at merger |
| Spectra Energy | Group VP, Internal & External Affairs | Not disclosed | Public company communications, governance, crisis/cyber communications |
| Bracewell & Giuliani LLP | Chief Marketing Officer | Not disclosed | Corporate communications leadership |
| Duke Energy Gas Transmission | Vice President, Public Affairs | Not disclosed | Energy sector public affairs and stakeholder management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FGS Global | Partner | Since 2017 | Strategic communications; investor relations; governance |
| Kinkaid School (Houston) | Life Trustee Emerita; past Chair, Board of Trustees | Not disclosed | Non-profit board leadership |
| The Hockaday School (Dallas) | Former Trustee | Not disclosed | Non-profit board service |
| The Fay School (Houston) | Founding Chair | Not disclosed | School governance founding leadership |
| Greater Houston Community Foundation | Former Board member | Not disclosed | Philanthropic governance |
| St. Luke’s Episcopal Health Charities | Former Board member | Not disclosed | Health charity governance |
Board Governance
- Committee assignments: Chairperson, Risk Oversight Committee; previously Chair, Corporate Governance and Nominating Committee (2022–2024) .
- Independence: Board determined that, except Messrs. Franklin and Retzloff, all current directors (including Jeter) meet NYSE/SEC independence standards .
- Board meeting cadence/attendance: Board met five times in 2024; all directors except one attended at least 75% of Board and applicable committee meetings (director-level breakdown not disclosed) .
- Annual meeting engagement: Twelve directors attended the 2024 annual meeting .
- Executive sessions: Independent directors held four executive sessions in 2024 .
- Governance enhancements: Proposed declassification of Board (phase-out to annual elections by 2028), Director Resignation Policy (majority vote resignation), and shareholder rights enhancements (25% special meeting, shareholder bylaw amendment rights) .
Fixed Compensation
| Component | Structure | Amount (USD) | Notes |
|---|---|---|---|
| Annual Cash Retainer | Standard non-employee director | $40,000 | Fee schedule |
| Committee Chair Fee | Risk Oversight Committee Chair | $10,000 | Chair premium |
| Meeting Fees | Board and committees | $750 per meeting | Applied to all committees/Board |
| 2024 Fees Earned (Cash) | Aggregate cash paid to Jeter | $65,250 | As reported |
| All Other Compensation | Dividends on vested restricted shares | $1,335 | As reported |
| Total 2024 Director Compensation | Cash + equity reported total | $126,585 | Includes $60,000 stock award fair value |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (annual director grant) | June 1, 2024 | 2,660 | $60,000 | Vests May 1, 2025, service-based |
Company-wide incentive metrics (context for STEL’s pay-for-performance culture applied to executives):
| Metric | Weight | Target Range | Maximum | 2024 Actual |
|---|---|---|---|---|
| ROATCE | 50% | 11.25%–12.25% | 14.0% | 12.00% |
| Pre-tax, Pre-provision ROAA | 30% | 1.40%–1.55% | 1.75% | 1.35% |
| Net Charge-offs / Avg. Loans (bps) | 20% | 25–20 | 5 | 9 |
- Stock ownership guidelines: Non-employee directors must hold stock equal to 5x the cash retainer, to be met within five years; adopted February 26, 2025 .
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Jeter . |
Expertise & Qualifications
- More than 25 years of strategic and financial communications, governance, crisis and cybersecurity communications, and investor relations experience in public company contexts .
- Energy sector senior leadership across Spectra Energy and Duke Energy Gas Transmission; legal/marketing leadership at Bracewell & Giuliani LLP .
- Partner at FGS Global, advising on transaction and financial communications; BA, University of North Carolina at Chapel Hill .
- Deep board governance exposure through multiple non-profit boards (Kinkaid School, Hockaday School, The Fay School, Greater Houston Community Foundation, St. Luke’s Episcopal Health Charities) .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Ownership % | Vested vs Unvested | Pledges |
|---|---|---|---|---|
| Frances H. Jeter | 28,446 | <1.00% | 25,786 held individually; 2,660 unvested restricted stock (as of 12/31/2024) | No pledges noted in footnotes |
- Shares outstanding reference for %: 52,266,729 shares outstanding at record date (percentages calculated by Company; “*” indicates <1%) .
- Ownership guideline: 5x director cash retainer required; individual compliance status not disclosed .
Governance Assessment
- Board effectiveness: As Risk Oversight Committee Chair, Jeter oversees enterprise risk (financial, operational, regulatory, cyber) via a written charter and four committee meetings in 2024—consistent with robust risk governance .
- Independence and alignment: Jeter is independent under NYSE/SEC rules; director equity grants and newly adopted stock ownership guidelines (5x cash retainer) support long-term alignment with shareholders .
- Engagement signals: Board held executive sessions (4 in 2024), high overall attendance (≥75% for all but one director), and active shareholder outreach leading to governance enhancements (declassification proposal, resignation policy, shareholder rights) .
- Compensation structure: Director pay mix balanced (cash + time-based equity); 2024 total of $126,585 for Jeter with $60,000 restricted stock award vesting on a one-year schedule, which supports retention without performance metric gaming; meeting and chair fees reflect responsibilities .
- Conflicts and related-party exposure: Proxy’s related person transaction section discloses only ordinary-course banking relationships under Regulation O and Sections 23A/23B; no Jeter-specific related-party transactions are disclosed; no pledged shares reported for Jeter (reduces alignment risk) .
- Shareholder confidence backdrop: Say-on-pay support of ~96.5% in 2024 indicates broad investor backing of compensation governance; while focused on executives, it reflects overall governance credibility .
RED FLAGS: None disclosed specific to Jeter—no attendance shortfall identified (director-specific data not disclosed), no pledging, no related-party transactions, and equity awards are time-based rather than repriced or modified .