Michael A. Havard
About Michael A. Havard
Independent Class III director of Stellar Bancorp, Inc. since 2017; practicing attorney since 1988 with prior audit/CPA background (CPA since 1982). Age 67 (as of 2024 proxy); service on CommunityBank (from 2007) and CBTX boards before the Allegiance–CBTX merger into STEL in 2022, bringing deep finance, audit, and legal expertise and designated as an Audit Committee Financial Expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CommunityBank of Texas, N.A. | Director; member of Audit, Budget & Compensation, Funds Management | From 2007 (pre-merger) | Governance and audit oversight at the bank level . |
| CBTX, Inc. | Director; Chair, Compensation Committee; member, Audit & Corporate Governance | Pre-2022 merger | Led compensation oversight; audit governance . |
| Stellar Bancorp, Inc. | Director (Class III) | 2017–present; Class III term expiring at 2025 annual meeting | Audit Committee (FE); Compensation Committee (Chair in 2023; member in 2024–2025) . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several private companies (not named) | Director | Not disclosed | Additional board experience; no public company directorships disclosed . |
Board Governance
- Committee assignments: Audit Committee (member; Audit Committee Financial Expert) and Compensation Committee (member in 2025; formerly Chair in 2023) .
- Independence: Board determined Havard is independent under NYSE/SEC rules; Audit Committee members meet enhanced independence standards .
- Attendance: In 2024, the Board met 5 times; all directors except one met ≥75% attendance across Board and committee meetings (director-specific attendance not disclosed) .
- Board changes: Class III terms (including Havard) expire at the 2025 annual meeting; the 2025 nominee slate did not include Havard, signaling potential Board turnover/refreshment this cycle .
- Executive sessions: Four executive sessions of independent directors were held in 2024 .
- Governance enhancements: Board pursuing declassification (phase-out 2026–2028) and adopted Director Resignation Policy (Feb 26, 2025) requiring resignation offers upon certain vote outcomes .
- Stock ownership guidelines: Adopted Feb 26, 2025; non-employee directors must hold ≥5x annual cash retainer (five-year compliance period) .
Fixed Compensation
- 2024 non-employee director pay structure: $40,000 annual cash retainer; meeting fees $750 per Board or committee meeting; committee retainers—Audit Chair $10,000 / member $7,500; Compensation Chair $10,000 / member $7,500; Corporate Governance Chair $7,500 / member $5,000; Risk Oversight Chair $10,000 / member $7,500 .
- Director equity: Annual restricted stock award target $60,000; June 1, 2024 grant of 2,660 shares (vests May 1, 2025) .
| Michael A. Havard – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $89,416 | $69,250 |
| Stock awards (grant date fair value) ($) | $60,000 | $60,000 |
| All other compensation ($) | $162 (dividends on vested restricted stock) | $1,335 (dividends on restricted stock vesting) |
| Total ($) | $149,578 | $130,585 |
Performance Compensation
Directors receive time-based restricted stock, not performance-conditioned equity.
| Director Equity Grants (Havard) | Grant Date | Shares | Vest Date | Notes |
|---|---|---|---|---|
| Annual director grant | Jun 1, 2024 | 2,660 | May 1, 2025 | Target value $60,000; service-based vesting . |
| Annual director grant | Jun 1, 2023 | 2,566 | May 1, 2024 | Target value $60,000; service-based vesting . |
Other Directorships & Interlocks
- Public company boards: None disclosed for Havard .
- Interlocks: No compensation committee interlocks or insider participation involving Havard disclosed for 2024 .
Expertise & Qualifications
- Financial expert and CPA: Designated Audit Committee Financial Expert; licensed CPA since 1982; former auditor at a national firm auditing Houston-area banks .
- Legal background: Commercial litigation and complex transactions attorney (J.D., University of Houston Law Center, 1987) .
- Business/finance skills: Combines audit/accounting with legal practice; long-standing bank governance experience across CommunityBank, CBTX, and STEL .
Equity Ownership
| Beneficial Ownership (as of Mar 26, 2025) | Amount |
|---|---|
| Total beneficially owned shares | 64,883 (62,223 held individually; 2,660 unvested restricted stock) |
| Ownership as % of outstanding | “*” (does not exceed 1.00%) |
| Shares pledged as collateral | None disclosed for Havard (pledges disclosed for other insiders; group total 1,408,311) |
| Stock ownership guideline | Non-employee directors: ≥5x cash retainer within five years (adopted Feb 26, 2025) |
Governance Assessment
-
Strengths
- Independent director with dual finance/legal credentials; Audit Committee Financial Expert designation enhances financial reporting oversight .
- Compensation governance experience (former Compensation Committee Chair), with current service on Compensation and Audit Committees .
- No disclosed related-party transactions specific to Havard; company policy requires arm’s-length terms and Audit Committee approval for related-party dealings .
-
Watch items / potential signals
- Class III term expiring in 2025 and not included among the 2025 nominees—suggests Board refresh or reduction; monitor post-meeting composition and committee continuity .
- Company permits pledging subject to oversight (hedging prohibited); while no Havard pledges disclosed, continued monitoring warranted given aggregate insider pledging elsewhere and policy evolution .
- Attendance detail by director not disclosed; aggregate disclosure indicates one director below 75% in 2024, but not identified—continue monitoring future proxy granularity .
-
Broader governance context
- Declassification plan, Director Resignation Policy, and stock ownership guidelines implemented—positive alignment with shareholder preferences .
- Say-on-Pay support in 2024 at ~96.5% indicates positive investor sentiment toward compensation governance .
Related-Party & Risk Controls
- Related-party transactions must be on market terms; subject to Sections 23A/23B, Regulation O, and a written Related Person Transactions Policy with Audit Committee oversight .
- Insider Trading Policy: Hedging/short sales prohibited; pledging discouraged and requires prior notice and oversight (2025 policy) .