Joe E. Penland, Sr.
About Joe E. Penland, Sr.
Independent Class II director of Stellar Bancorp, Inc. since 2023; age 74. Founder of Quality Mat Company (Beaumont, TX) and its CEO since August 2019, bringing operations, risk management, and oil & gas industry expertise. Previously served on CBTX and CommunityBank of Texas boards beginning in 2007; long-standing community and philanthropic involvement via the Penland Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBTX, Inc. / CommunityBank of Texas, N.A. | Director | 2007–2022 | Served on CBTX’s Corporate Governance & Nominating Committee; bank governance and risk oversight |
| Texas Regional Bancshares, Inc. (Nasdaq) | Director | 2004–2006 | Board service through merger with BBVA in 2006 |
| Southeast Texas Bancshares, Inc. | Director | Pre-2004 (before acquisition by Texas Regional) | Board service prior to acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quality Mat Company | Founder; President (1974–Aug 2019); CEO (since Aug 2019) | 1974–present | Producer of heavy equipment and event mats; patents across major industries |
| Penland Foundation | Co-founder; Trustee | Since 2006 | Supports local organizations in southeast Texas and Houston |
Board Governance
- Independence: Board determined that all directors except Messrs. Franklin and Retzloff are independent; Penland is independent under NYSE and SEC rules .
- Committee assignments (current): Not listed as a member of Audit, Compensation, Corporate Governance & Nominating, or Risk Oversight Committees as of 2024–2025; prior service on the Company’s Compensation Committee is noted historically but not current membership .
- Board activity: Board met 5 times in 2024; four executive sessions of independent directors were held; 12 directors attended the 2024 annual meeting .
- Governance reforms: Board is phasing out classified structure (declassification to annual elections by 2028) and adopted director/exec stock ownership guidelines effective Feb 26, 2025; Director Resignation Policy adopted Feb 26, 2025 .
Fixed Compensation
| Component | Amount / Terms | 2024 Value |
|---|---|---|
| Annual cash retainer | Non-employee directors: $40,000 cash retainer; meeting fees $750 per Board/committee meeting; committee retainers: Audit Chair $10,000; Audit Member $7,500; Compensation Chair $10,000; Compensation Member $7,500; Corporate Governance Chair $7,500; Member $5,000; Risk Oversight Chair $10,000; Member $7,500 | — |
| Penland 2024 cash fees | Fees earned or paid in cash | $43,000 |
| Other compensation (dividends on vested restricted stock) | Cash dividends paid on RSUs vesting May 1, 2024 | $1,335 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting / Terms | 2024 Value |
|---|---|---|---|---|
| Annual restricted stock (director grant) | June 1, 2024 | 2,660 RSUs | Time-based; vests May 1, 2025, subject to continued service | $60,000 target value |
Note: Stellar’s director equity awards are time-based restricted stock; directors do not receive performance share units. The Company’s long-term performance equity (PSUs tied to relative TSR) applies to executives and is overseen by the Compensation Committee .
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Texas Regional Bancshares, Inc. | Prior | Director | Nasdaq-listed bank holding company; board tenure through 2006 merger with BBVA |
| Southeast Texas Bancshares, Inc. | Prior | Director | Prior to acquisition by Texas Regional Bancshares |
| CBTX, Inc. / CommunityBank of Texas, N.A. | Prior | Director | Governance and nominating committee service at CBTX |
Expertise & Qualifications
- Industry/operator background: Founder/operator in industrial manufacturing (mat products) with patents; significant leadership spanning operations, strategic planning, risk management, and oil & gas market exposure .
- Banking governance experience: Multiple decades serving on community and regional bank boards, including committee work on governance .
Equity Ownership
| Metric | Detail | Amount |
|---|---|---|
| Total beneficial ownership | Includes shares held directly and through affiliated entities | 1,538,896 shares; 2.94% of outstanding shares |
| Breakdown | Individual; Penland Foundation; Tram Road Partners LP; Quality Mat Company; unvested RSUs | 580,430 (individual); 227,170 (Penland Foundation, trustee); 724,636 (Tram Road Partners LP, trustee); 4,000 (Quality Mat Company, CEO); 2,660 unvested RSUs |
| Shares outstanding (base) | Shares outstanding at record date for percentage calc | 52,266,729 shares |
| Pledged shares (RED FLAG) | Shares pledged as collateral by Tram Road Partners LP | 724,636 shares pledged |
Note: Beneficial ownership table lists “Joe E. Penland, Jr.” but the footnote describes holdings and roles (“Mr. Penland” as CEO of Quality Mat Company) consistent with Mr. Penland, Sr.; the Company’s continuing directors list confirms Mr. Penland, Sr. as a Class II director .
Governance Assessment
- Independence and role clarity: Independent director without current committee assignments, reducing direct compensation-setting or audit oversight conflicts. Governance improvements (declassification, resignation policy, stock ownership guidelines) strengthen board accountability and alignment .
- Alignment vs. risk: Significant beneficial ownership suggests alignment; however, the pledge of 724,636 shares via Tram Road Partners LP is a material red flag given potential forced-selling risk and governance concerns around pledged stock at financial institutions . Consider monitoring any updates to company pledging policies and individual director compliance with new stock ownership guidelines adopted in 2025 .
- Engagement and oversight: Board met 5 times in 2024; four executive sessions of independent directors; robust shareholder engagement (34% of outstanding shares engaged) leading to governance enhancements signals responsiveness to investor concerns .
- Director pay: Standard non-employee director structure with modest cash plus time-based equity; Penland’s lower cash fees vs. peers align with limited committee assignments; equity award of 2,660 RSUs vesting May 1, 2025 supports ownership alignment .
Additional context: Company’s say-on-pay received ~96.5% support in 2024, indicating broad investor alignment with compensation framework; while not director-specific, it supports overall governance confidence .