John E. Williams, Jr.
About John E. Williams, Jr.
Independent director of Stellar Bancorp, Inc. since 2007; currently serves on the Compensation Committee and Corporate Governance & Nominating Committee and chaired the Corporate Governance & Nominating Committee from 2017–2024 . Age 70 as of the 2025 proxy; Baylor University B.B.A. and Baylor Law J.D. (first in class); managing partner of Williams Hart Law Firm, L.L.P. since 1985; skills cited include legal, lending, financial, risk management, and strategic planning . External board roles include the Houston Astros (Board of Directors), Houston Police Foundation (Board), and Rice University’s James A. Baker III Institute for Public Policy (Board of Advisors) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Stellar Bancorp, Inc. (STEL) | Chair, Corporate Governance & Nominating Committee | 2017–2024 | Led governance oversight, board composition/succession focus |
| CBTX, Inc. | Director; Chair, Corporate Governance & Nominating Committee | Director since 2007; Chair beginning 2017 | Governance leadership at predecessor entity prior to merger |
| CommunityBank of Texas, N.A. | Director | Since 2007 | Bank board experience |
| Williams Hart Law Firm, L.L.P. | Managing Partner | Since 1985 | Legal practice leadership (mass tort) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Houston Astros | Director | Current | Board of Directors |
| Houston Police Foundation | Director | Current | Board of Directors |
| James A. Baker III Institute for Public Policy (Rice Univ.) | Board of Advisors | Current | Advisory board service |
Board Governance
- Independence: Board determined Compensation Committee and Corporate Governance & Nominating Committee members (including Williams) meet NYSE/SEC independence standards; Comp Committee members also qualify under Rule 10C-1 and Rule 16b-3 .
- Committee Assignments and 2024 activity:
- Compensation Committee: Member; 6 meetings in 2024 (Chair: Fred S. Robertson in 2024–2025; Havard prior year) .
- Corporate Governance & Nominating Committee: Member; 6 meetings in 2024 (Chair: Jon‑Al Duplantier in 2025; Jeter in 2024) .
- Not listed on Audit or Risk Oversight committees in 2024–2025 .
- Board meeting cadence and engagement: Board met 5 times in 2024; all directors except one attended at least 75% of aggregate Board and committee meetings; 12 directors attended the 2024 annual meeting; independent directors held 4 executive sessions in 2024 .
- Lead Independent Director: Role held by John Beckworth; retainer $15,000; Williams is not Lead Independent Director .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Annual Cash Retainer | $40,000 | Non-employee directors |
| Lead Independent Director Retainer | $15,000 | For Lead Independent Director (Williams is not LID) |
| Committee Chair – Audit | $10,000 | Per annum |
| Committee Member – Audit | $7,500 | Per annum |
| Committee Chair – Compensation | $10,000 | Per annum |
| Committee Member – Compensation | $7,500 | Per annum |
| Committee Chair – Corp. Governance & Nominating | $7,500 | Per annum |
| Committee Member – Corp. Governance & Nominating | $5,000 | Per annum |
| Committee Chair – Risk Oversight | $10,000 | Per annum |
| Committee Member – Risk Oversight | $7,500 | Per annum |
| Meeting Fees – Board | $750 | Per meeting |
| Meeting Fees – Committees | $750 | Per meeting |
| 2024 Director Compensation (Williams) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $63,750 |
| Stock Awards (grant-date value) | $60,000 |
| All Other Compensation (dividends on vested RS) | $1,335 |
| Total | $125,085 |
Performance Compensation
| Equity Award Type | Grant Date | Shares Granted | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | June 1, 2024 | 2,660 | $60,000 target | Vests May 1, 2025, subject to continued service | Annual director RSA program; time-based only (no performance metrics) |
No director performance metrics disclosed for Williams’ equity grants; awards are time-based restricted stock under the shareholder-approved 2022 Omnibus Incentive Plan with non-employee director annual grant practice .
Other Directorships & Interlocks
| Entity | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Houston Astros | Private/Professional Sports | Director | No compensation committee interlock; not a disclosed related-party transaction |
| Houston Police Foundation | Non-profit | Director | No compensation committee interlock; not a disclosed related-party transaction |
| Baker Institute (Rice Univ.) | Academic/Policy | Board of Advisors | No compensation committee interlock; not a disclosed related-party transaction |
- Compensation Committee interlocks: Company disclosed no compensation committee interlocks or insider participation; committee members (including Williams) were not officers/employees and had no relationships requiring disclosure under “Certain Relationships and Related Person Transactions” for 2024 .
Expertise & Qualifications
- Legal, governance, lending and financial oversight skills; significant risk management and strategic planning experience cited by the Board .
- Education: Baylor B.B.A.; Baylor Law J.D. (first in class) .
- Public board experience and governance leadership across STEL/CBTX/CommunityBank .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Shares Beneficially Owned | 1,280,926 | 1,283,586 |
| Percentage of Shares Outstanding | 2.39% | 2.46% |
| Breakdown (not exhaustive) | 1,277,860 held individually; 500 spouse; 2,566 RS outstanding | 1,280,426 held individually; 500 spouse; 2,660 RS outstanding |
| Shares Pledged as Collateral | 608,000 pledged | 608,000 pledged |
Insider Trading Policy: Hedging/short sales/options are prohibited; pledging permitted only with pre-approval and collateral value ≥250% of outstanding loan balance at all times .
Governance Assessment
- Strengths: Long tenure with continuous independent committee service (Compensation; Corporate Governance & Nominating); prior committee chair experience; legal/governance expertise and risk oversight capability supports board effectiveness; committees met regularly in 2024 (Compensation: 6; Corporate Governance & Nominating: 6) .
- Engagement: Board met 5 times in 2024; independent directors held 4 executive sessions; board-level attendance met ≥75% threshold (all but one director) .
- Independence and pay governance: Committee independence affirmed under NYSE/SEC/Rule 10C-1; no compensation committee interlocks or relationships requiring related-party disclosure in 2024 .
- Compensation alignment: Director pay combines cash retainers/meeting fees with time-based restricted stock grants; 2024 grant 2,660 RS shares vesting May 1, 2025 indicates ongoing equity alignment .
- RED FLAGS: Significant share pledging (608,000 shares) introduces alignment and forced‑sale risk in stress scenarios (permitted under policy with stringent collateral requirements, but still a governance concern for investors) .