Justin M. Long
About Justin M. Long
Senior Executive Vice President, General Counsel and Corporate Secretary of Stellar Bancorp, Inc. and Stellar Bank; previously held the same roles at CommunityBank and CBTX beginning April 2019. Age 50; education includes a bachelor’s degree in finance from the University of Texas at Austin and a J.D. from the University of Texas School of Law. Company performance metrics used to determine 2024 pay included ROATCE (actual 12.00%), pre-tax pre-provision ROAA (1.35%), and net charge-offs/average loans (9 bps), with the annual incentive paid at 102.33% of target based on these outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stellar Bancorp, Inc. / Stellar Bank | Senior EVP, General Counsel & Corporate Secretary | 2022–present | Oversees corporate and regulatory legal matters post-merger of Allegiance and CBTX . |
| CommunityBank / CBTX | Senior EVP, General Counsel & Corporate Secretary | Apr 2019–2022 | Led legal affairs; represented financial institutions on corporate/regulatory matters, including CBTX IPO . |
| Norton Rose Fulbright US LLP | Partner | 2016–2019 | Represented financial institutions in corporate/regulatory matters (including CBTX’s IPO) . |
| Bracewell LLP | Partner | Pre‑2016 | Represented financial institutions in corporate/regulatory matters . |
External Roles
No public company directorships or external board roles disclosed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $415,000 | $427,450 |
| Target bonus (% of base) | 45% | 50% (increased by 5 pts in 2024) |
| Target bonus ($) | $186,750 | $213,725 |
| Actual AIP bonus paid ($) | $155,703 | $218,712 (102.33% of target) |
Performance Compensation
Annual Incentive Plan (AIP) — 2024 Design and Results
| Metric | Weight | Target (range) | Minimum | Maximum | Actual result | Payout factor |
|---|---|---|---|---|---|---|
| ROATCE | 50% | 11.25%–12.25% | 7% | 14.0% | 12.00% | Program paid 102.33% of target overall |
| Pre‑tax, pre‑provision ROAA | 30% | 1.40%–1.55% | 1.10% | 1.75% | 1.35% | Program paid 102.33% of target overall |
| Net charge‑offs / avg loans (bps) | 20% | 25–20 | 35 | 5 | 9 bps | Program paid 102.33% of target overall |
- Payouts interpolate between thresholds; bonuses paid in Q1 following fiscal year .
Long‑Term Equity — Awards and Vesting
| Award type | Grant date | Shares/units | Target value ($) | Performance metric | Vesting schedule |
|---|---|---|---|---|---|
| RSAs | Mar 15, 2024 | 5,359 | $128,235 | Time‑based | 1/3 each on Mar 15, 2025/2026/2027 |
| PSUs (target) | Mar 15, 2024 | 5,359 | $128,235 | Relative TSR vs S&P U.S. SmallCap Bank Index, 0–200% earned | Cliff on Dec 31, 2026 (earnout based on percentile: <20th=0%, 45th–55th=100%, ≥75th=200%) |
| RSAs | Mar 15, 2023 | 5,710 | — | Time‑based | 1/3 vested Oct 1, 2023; 1/3 Oct 1, 2024; 1/3 Oct 1, 2025 |
| PSAs (status est.) | Mar 15, 2023 | 4,442 (est. earned @100%) | — | TSR performance | Cliff on Dec 31, 2025 (0–200% based on TSR percentile) |
- No stock options outstanding; Company does not currently grant options/SARs to executives .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 37,729 shares (<1% of outstanding) |
| Ownership breakdown | 18,060 direct; 2,800 IRA; 1,533 PSAs; 15,336 RSAs; PSUs granted in 2024/2025 are not counted as beneficial ownership until earned |
| Pledging | No pledging disclosed for Long; Company permits pledging only with prior notice and discourages such transactions |
| Hedging/derivatives | Executive officers prohibited from hedging, short sales, options or other derivatives in Company securities; trades require pre‑clearance and open window |
| Ownership guidelines | Adopted Feb 2025: CEO 5x salary; other executive officers 2x salary; 5‑year compliance period |
| Post‑vest holding | 1‑year post‑vest holding required for awards granted in 2025 and beyond; new award agreements also impose a 12‑month sale restriction after receipt for certain executives |
Employment Terms
Severance and Change‑of‑Control Economics
| Scenario (as of Dec 31, 2024) | Cash severance | Long‑term incentives | Pro‑rata bonus | Benefits | Total |
|---|---|---|---|---|---|
| Involuntary termination in connection with Change‑in‑Control (double trigger; 2.0x multiple) | $1,282,350 | $675,595 | $213,725 | $50,847 | $2,222,517 |
| Involuntary termination without Change‑in‑Control (Bank Severance Plan) | $180,844 | — | — | $7,898 | $188,742 |
| Death or disability | — | $389,941 (prorated RSA vesting; PSAs per plan) | $213,725 | — | $603,666 |
Key provisions:
- Change‑in‑Control Severance Plan: Double trigger within 3 months pre‑CoC to 18 months post; multiple for Long is 2.0; includes 18 months benefits and up to $25,000 outplacement; excise tax “cut‑back or pay‑all” approach (no gross‑up) .
- Bank Severance Plan: 4 weeks per completed year of service (26–52 weeks min/max) plus employer‑paid benefits for the severance period .
- Clawback: Dodd‑Frank/NYSE‑compliant policy adopted Oct 2, 2023; recovers erroneously awarded incentive compensation after restatements .
- Non‑compete/non‑solicit: A 12‑month non‑solicit applies under the CoC severance plan; no individual employment agreement for Long (only CEO has a separate agreement) .
Investment Implications
- Pay‑for‑performance: AIP metrics (ROATCE, pre‑tax pre‑provision ROAA, credit losses) align cash incentives to returns and asset quality; 2024 payout modestly above target (102.33%), indicating balanced risk calibration .
- Equity mix and vesting: Significant RSAs and PSUs with multi‑year schedules and relative TSR performance for PSUs create alignment and retention; near‑term vesting events occur on Mar 15, 2025 (RSAs from 2024 grant) and Oct 1, 2025 (RSAs from 2023 grant), which can be focal dates for Form 4 sales activity subject to pre‑clearance and trading windows .
- Alignment safeguards: No pledging disclosed for Long; 2025‑onward one‑year post‑vest holding and 12‑month sale restrictions on certain awards further temper selling pressure and improve long‑term alignment .
- Retention/CoC risk: Double‑trigger CoC protection with 2.0x multiple supports stability through strategic transactions without shareholder‑unfriendly gross‑ups; equity accelerates per plan upon CoC or specified termination scenarios .
Note: For a fuller trading‑signal assessment, monitor upcoming Form 4 filings around vesting dates and any newly adopted Rule 10b5‑1 trading plans given strict pre‑clearance and window requirements .