Joseph B. Swinbank
About Joseph B. Swinbank
Independent Class I director of Stellar Bancorp, Inc. (STEL), age 72, serving on the Board since 2013 with current term expiring at the 2026 annual meeting; member of the Board’s Risk Oversight Committee. Co‑founder of The Sprint Companies (Houston-based sand and gravel), with additional ownership/partner roles in River Aggregates and A&B Holdco; previously a director of CBTX, Inc. and CommunityBank of Texas prior to the 2022 merger forming Stellar Bank. B.S. in Agricultural Economics from Texas A&M University (1974); recognized as Distinguished Alumnus with the Texas A&M Agricultural Sciences building named in honor of Joe and Shirley Swinbank (2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VB Texas, Inc. | Director | 2006–2013 | Served on bank holding company board prior to merger of equals with CBTX in 2013 . |
| Vista Bank Texas | Director | 2006–2013 | Director prior to 2013 merger of equals with CBTX . |
| CBTX, Inc. (NASDAQ: CBTX) | Director | 2013–2022 (until merger) | Served on Audit, Corporate Governance & Nominating, and Compensation Committees beginning in 2017 . |
| CommunityBank of Texas, N.A. | Director | 2013–2022 (until merger) | Bank director prior to creation of Stellar Bank in October 2022 . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Sprint Companies, Inc. | Co‑Founder | Not disclosed | Houston-based sand and gravel company . |
| Sprint Ft. Bend County Landfill; Sprint Waste Services; Sprint Montgomery County Landfill | Partner | Through 2022 (sold) | Entities sold in 2022 . |
| River Aggregates | Partner | Since 2014 | Ongoing investment role . |
| A&B Holdco | Partner | Since 2014 | Ongoing investment role . |
Board Governance
- Independence: The Board determined Mr. Swinbank is independent under NYSE and SEC rules (only Messrs. Franklin and Retzloff are non‑independent) .
- Committees: Member, Risk Oversight Committee (committee met 4 times in 2024; Chair: Frances H. Jeter) .
- Board structure and refresh: STEL is phasing out its classified board; declassification placed before shareholders in 2025 with full annual elections by 2028 if approved .
- Board operations: Board met five times in 2024; all directors except one attended at least 75% of Board and committee meetings; 12 directors attended the 2024 annual meeting. Independent directors held four executive sessions in 2024 .
Fixed Compensation (Director)
| Year | Cash Fees ($) | All Other Comp ($) | Notes |
|---|---|---|---|
| 2024 | 88,500 | 1,335 | All Other = dividends on vested restricted stock; fees include Board/committee retainers and meeting fees . |
- 2024 director fee schedule (for context): $40,000 annual cash retainer; meeting fees $750 per Board/committee meeting; committee member retainers $5,000–$7,500; committee chair retainers $7,500–$10,000; Lead Independent Director retainer $15,000 .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares/Target | Grant-date Target Value ($) | Vesting |
|---|---|---|---|---|
| 2024-06-01 | Restricted Stock | 2,660 | 60,000 | Vests 2025-05-01, subject to continued service . |
- The Company anticipates annual time‑based restricted stock awards to directors with target value ~$60,000, vesting the following May 1, subject to service .
Other Directorships & Interlocks
| Company | Exchange | Role | Status |
|---|---|---|---|
| CBTX, Inc. | NASDAQ | Director | Prior to 2022 merger into STEL (historical) . |
| CommunityBank of Texas, N.A. | — | Director | Prior to 2022 merger (historical) . |
- No current external public company directorships disclosed for Mr. Swinbank in the 2025 proxy .
Expertise & Qualifications
- Deep Texas industrial operating and investment background in aggregates, waste and landfills; long‑tenured community and regional banking board experience across audit, compensation, governance, and risk. Brings focus on financial efficiency/profitability of bank customers to the Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Joseph B. Swinbank | 331,080 | <1.0% | 226,820 direct; 101,600 JBS/STS Grandchildren’s Trust (voting power); 2,660 unvested restricted stock . |
- Pledging/Hedging: No pledges disclosed for Mr. Swinbank; STEL’s Insider Trading Policy applies to directors and requires pre‑clearance, discourages pledging with prior notice, and prohibits executive officer hedging/short sales; management updates the Governance Committee on outstanding pledges .
- Stock ownership guidelines: Adopted Feb 26, 2025—non‑employee directors must hold shares equal to 5x annual cash retainer, generally within 5 years; post‑vest holding policy requires executive officers to hold shares acquired from 2025 awards for one year (director post‑vest holding not specified) .
Related-Party Exposure and Controls
- General insider banking relationships: Officers/directors and affiliates are customers of Stellar Bank; loans/transactions are on market terms, subject to Sections 23A/23B and Regulation O; any related person transaction requires Audit Committee determination of fairness under the Related Person Transactions Policy .
- No specific related‑party transactions involving Mr. Swinbank were disclosed in the 2025 proxy .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay received ~96.5% support; 2024–early 2025 outreach engaged shareholders holding ~34% of shares, informing governance enhancements (declassification, director resignation policy, stock ownership guidelines) .
Governance Assessment
-
Positives
- Independent director with long service continuity and current Risk Oversight Committee membership; brings relevant operating and financing judgment for commercial banking risk review .
- Meaningful share ownership with no pledges disclosed—alignment signal; director ownership guidelines instituted (5x retainer) to reinforce alignment going forward .
- Board advancing declassification, adopting director resignation policy, enhancing shareholder rights (25% special meeting right; shareholder bylaw amendment right)—supportive of investor confidence .
- Section 16(a) compliance: 2024 late filings noted for two executives (CEO, Executive Chairman); none cited for Mr. Swinbank .
-
Watch items / potential risks
- Company permits pledging with notice and discouragement rather than a blanket ban; while no pledge is disclosed for Mr. Swinbank, aggregate director/executive pledges exist company‑wide, warranting ongoing monitoring .
- Board/committee attendance is reported in aggregate (all except one director ≥75%); no individual attendance disclosure for Mr. Swinbank—cannot independently assess engagement beyond committee membership .
- As a long‑tenured Texas industrial operator with broad relationships, ongoing enforcement of Related Person Transactions Policy and Reg O remains important to mitigate perceived conflicts (no specific transactions disclosed for him) .