Laura D. Bellows
About Laura D. Bellows
Laura D. Bellows (age 67) was elected as an independent director of Stellar Bancorp, Inc. (NYSE: STEL) on May 21, 2025; she had not previously served on the Company’s board prior to this election . She is the majority controlling owner (since 2007), Chief Executive Officer and Chairman of the Board (since 2008) of W.S. Bellows Construction, a Houston-based general contractor, and holds a B.A. in Business Administration and Fine Arts from Vanderbilt University . The Board has affirmatively determined she qualifies as independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W.S. Bellows Construction | Majority controlling owner; CEO; Chairman | 2007–present (owner); CEO/Chair since 2008 | Leadership in risk management, operations, strategic planning aligned to board oversight needs |
| Greater Houston Partnership | Board member | — | Community leadership; economic development insights |
| Rice University’s Baker Institute for Public Policy | Board member | — | Policy and governance perspective |
| American Heart Association | Board member | — | Non-profit governance |
| Rice Design Alliance | Board member | — | Civic and design community engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DePelchin Children’s Center | Board member | Current | Non-profit governance |
| Houston Arts Alliance | Advisory Council | Current | Cultural sector advisory |
| Center for Houston’s Future | Top-25 honoree in 2025 (from 1,400 alumni) | 2025 | Regional leadership recognition |
Board Governance
- Independence: The Board determined Ms. Bellows is independent under NYSE/SEC rules .
- Director since: Elected May 21, 2025 (Class III term to 2028 annual meeting) .
- Committee assignments: Not specified for Ms. Bellows in the 2025 proxy; standing committees are Audit, Compensation, Corporate Governance & Nominating, and Risk Oversight . Audit (Chair: William E. Wilson, Jr.; all members independent; each a financial expert) . Compensation (Chair: Fred S. Robertson; all members independent) . Corporate Governance & Nominating (Chair: Jon‑Al Duplantier; all members independent) . Risk Oversight (Chair: Frances H. Jeter) .
- Board leadership: Executive Chairman (Steven F. Retzloff), CEO (Robert R. Franklin, Jr.), and Lead Independent Director (John Beckworth) structure; independent directors meet in executive session, with 4 executive sessions held in 2024 .
- Attendance: In 2024, the Board met 5 times; all directors except one attended at least 75% of Board and applicable committee meetings; Ms. Bellows was not yet a director in 2024 .
- Classified board: The Board proposed declassification; shareholders did not approve the Charter Amendment at the May 21, 2025 meeting (34,284,089 for; 670,633 against; two‑thirds required) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Non‑employee directors |
| Lead Independent Director retainer | $15,000 | Additional to cash retainer |
| Committee Chair fees | Audit $10,000; Compensation $10,000; Corporate Governance & Nominating $7,500; Risk Oversight $10,000 | Annual |
| Committee Member fees | Audit $7,500; Compensation $7,500; Corporate Governance & Nominating $5,000; Risk Oversight $7,500 | Annual |
| Meeting fees | $750 per meeting | Board and all committees |
| Annual equity grant | $60,000 target value | Restricted stock; directors received 2,660 shares on June 1, 2024, vesting May 1, 2025; annual awards typically coincide with the annual meeting and vest the following May 1 |
Director stock ownership guidelines: Directors must hold shares equal to 5× the annual cash retainer within 5 years; Post‑Vest Holding Policy requires executive officers to hold shares from 2025 grants for one year post‑vesting (directors are subject to ownership guidelines; holding policy described for executives) .
Performance Compensation
While directors receive time‑based restricted stock rather than performance‑conditioned equity, the Board oversees the Company’s pay‑for‑performance program for executives. 2024 annual cash incentive metrics and outcomes:
| Metric (2024 AIP) | Weight | Minimum (0%) | Target (100%) | Maximum (150%) | Actual Result |
|---|---|---|---|---|---|
| ROATCE | 50% | 7% | 11.25%–12.25% | 14.0% | 12.00% |
| PTPP ROAA | 30% | 1.10% | 1.40%–1.55% | 1.75% | 1.35% |
| NCO / Avg Loans (bps) | 20% | 35 | 25–20 | 5 | 9 |
- 2024 AIP was paid at 102.33% of target based on these results .
- Long‑term PSUs (2024 grants) vest based on 3‑year TSR relative to S&P U.S. SmallCap Bank Index peers: <20th percentile=0%; 45–55th=100%; ≥75th=200%; cliff vest after performance period .
- Clawback: Executive Officer Compensation Recovery Policy effective Oct 2, 2023, recoups erroneously awarded incentive‑based compensation in case of restatement .
Other Directorships & Interlocks
- No public company directorships for Ms. Bellows are disclosed in the 2025 proxy; her external roles are primarily non‑profit boards and advisory positions .
- Related party transactions: The Company discloses ordinary‑course banking transactions with officers, directors and principal shareholders under fair, arms‑length terms and maintains a Related Person Transactions Policy with Audit Committee approval requirement; no Bellows‑specific related party transaction is disclosed .
Expertise & Qualifications
- Leadership: CEO/chair experience running a multi‑sector construction firm, bringing risk management, operations, and strategic planning expertise relevant to bank board oversight .
- Community/regional network: Extensive Houston civic and non‑profit board service, potentially enhancing stakeholder engagement and market insight .
- Education: Vanderbilt University, B.A. in Business Administration and Fine Arts .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (record date Mar 26, 2025) | 0 shares; <1% of outstanding |
| Initial Section 16 filing | Form 3 (filed June 13, 2025; event May 21, 2025) reported “No securities are beneficially owned.” |
| Ownership guidelines | Must reach at least 5× cash retainer within 5 years |
| Pledging policy | No outright ban; prior notice required; pledging discouraged; management reports and monitors pledges; current board has pledged shares by certain other directors (not Bellows) |
Fixed Compensation (Director Pay Reference – Current Board)
| Director | 2024 Cash Fees | 2024 Stock Awards | Other (Dividends on vested RS) | Total |
|---|---|---|---|---|
| Lead Independent Director (John Beckworth) | $68,250 | $60,000 | $1,335 | $129,585 |
| Audit Chair (William E. Wilson, Jr.) | $59,750 | $60,000 | $1,335 | $121,085 |
| Risk Oversight Chair (Frances H. Jeter) | $65,250 | $60,000 | $1,335 | $126,585 |
Note: Ms. Bellows was not a director in 2024; her 2025 compensation will follow the non‑employee director program described above .
Performance Compensation (Executive Reference – Company Program)
| Executive | 2024 Salary | 2024 Stock Awards (Grant‑date FV) | 2024 AIP Paid | Total 2024 Compensation |
|---|---|---|---|---|
| CEO (Robert R. Franklin, Jr.) | $785,000 | $1,088,106 | $763,151 | $2,678,922 |
Board oversight: Independent Compensation Committee; independent consultant (Aon) engaged; ownership/holding requirements; clawback; risk assessment completed in Jan 2025 concluded plan not reasonably likely to have a material adverse effect .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay For | Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2025 | 32,898,057 | 2,050,358 | 75,450 | 9,281,033 |
| 2024 | 32,890,811 | 1,205,118 | 348,209 | 9,264,244 |
- Shareholder engagement: Reached out to 16 largest institutions; met with 7 (34% of outstanding shares); focus on governance (classified board, voting standards, ownership guidelines); compensation feedback generally positive; Board adopted ownership guidelines and a director resignation policy in February 2025 .
Related Party Transactions (Policy Overview)
- Transactions with insiders are subject to Federal Reserve Act §§23A/23B and Regulation O; Company’s Related Person Transactions Policy requires Audit Committee approval and fairness assessment; no exceptional or unfavorable insider terms disclosed .
Governance Assessment
- Strengths: Independent director; senior operating leadership; robust governance updates (stock ownership guidelines; director resignation policy; enhanced bylaw provisions for shareholder rights) support alignment and board accountability . Executive sessions held regularly and Lead Independent Director role enhances independent oversight .
- Alignment: Director ownership guidelines (5× cash retainer; 5‑year window) and post‑vest holding policy (executives: 1‑year) strengthen long‑term orientation; clawback policy in place .
- Watch items / RED FLAGS: The Board remains classified after shareholders did not approve declassification (heightens entrenchment risk) . Multiple directors (not Bellows) have pledged significant share blocks (e.g., Williams 608,000; Penland via Tram Road Partners LP 724,636; Vitulli 52,643; CFO Egge 23,032), which can pose forced‑sale risk under stress despite oversight protocols . Committee assignment specifics for Ms. Bellows have not yet been disclosed, leaving near‑term visibility on her committee contributions pending .
No Bellows‑specific related‑party transactions or equity holdings were reported as of her election and initial Form 3; ownership build is expected under the director guidelines .