Ramon A. Vitulli, III
About Ramon A. Vitulli, III
Ramon A. Vitulli, III is President of Stellar Bancorp, Inc. and Chief Executive Officer of Stellar Bank; he is age 56 and has over 30 years of banking experience, including leadership roles at Allegiance Bank prior to the October 1, 2022 merger that formed Stellar Bank. He holds a BBA in Finance from The University of Texas at Austin and serves on several external boards. 2024 annual incentive metrics for Stellar that informed executive payouts were ROATCE, PTPP ROAA, and NCO/Avg Loans, with actual results of 12.00%, 1.35%, and 9 bps respectively; long-term incentives for 2024 are PSU grants tied solely to relative TSR versus the S&P U.S. SmallCap Bank Index peer group. The Company’s 2024 say‑on‑pay approval was approximately 96.5%.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allegiance Bank / Allegiance Bancshares, Inc. | CEO and director of Allegiance Bank; Director and President of Allegiance | 2007–Oct 1, 2022 | Joined prior to Allegiance’s opening; led the franchise through to the merger that created Stellar Bank |
| Sterling Bank | Banking roles (not specified) | Not disclosed | Progression in commercial banking prior to Allegiance |
| Charter National Bank (Houston) | Loan review examiner | Not disclosed | Early career foundation in credit and loan review |
External Roles
| Organization | Role | Years |
|---|---|---|
| Texas Bankers Association | Board member | As of 2025 proxy |
| CHRISTUS Foundation for HealthCare | Board member | As of 2025 proxy |
| St. Pius X High School Foundation | Board member | As of 2025 proxy |
Fixed Compensation
Multi-year Summary Compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $135,000 | $567,000 | $584,010 |
| Bonus | $50,000 | $49,754 | $0 |
| Stock Awards | $729,409 | $429,359 | $475,864 |
| Non‑Equity Incentive (AIP) | $231,221 | $283,642 | $358,582 |
| All Other Compensation | $19,987 | $7,150 | $39,641 |
| Total | $1,165,617 | $1,336,905 | $1,458,097 |
2024 AIP Target and Payout:
| Metric | Value |
|---|---|
| Target Bonus as % of Base Salary | 60% |
| 2024 AIP Target ($) | $350,406 |
| 2024 AIP Paid ($) | $358,582 (102.33% of target) |
All Other Compensation Components (2024):
| 401(k) Match | HSA | Auto Allowance | Country Club Dues | Dividends on Vested Restricted Stock | Split Dollar Life | PTO Payout | Total |
|---|---|---|---|---|---|---|---|
| $4,398 | $1,500 | $15,000 | $9,509 | $9,234 | $0 | $0 | $39,641 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and results:
| Metric | Weight | Target | Minimum | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| ROATCE | 50% | 11.25%–12.25% | 7% | 14.0% | 12.00% | Straight-line interpolation; aggregate payout 102.33% of target |
| PTPP ROAA | 30% | 1.40%–1.55% | 1.10% | 1.75% | 1.35% | Aggregate payout 102.33% of target |
| NCO/Avg Loans (bps) | 20% | 25–20 | 35 | 5 | 9 | Aggregate payout 102.33% of target |
2024 Long-Term Incentive Awards (granted March 15, 2024):
| Award Type | Shares/Units | Target Value ($) | Vesting | Performance Metric |
|---|---|---|---|---|
| Restricted Stock (RSAs) | 9,153 | $219,004 | Ratable over 3 years (each anniversary) | Time-based |
| Performance Share Units (PSUs) | 9,153 (target) | $219,004 | Cliff-vest at end of 3-year period (12/31/2026) | Relative TSR vs S&P U.S. SmallCap Bank Index; 0%–200% based on percentile (Threshold <20th; Target 45th–55th; Max ≥75th) |
Outstanding Equity Awards as of 12/31/2024 (market value at $28.35/share):
| Type | Number | Market Value ($) | Key Vesting Terms |
|---|---|---|---|
| RSAs (granted Nov 1, 2022) | 7,404 | $209,903 | Vest October 31, 2025 |
| RSAs (granted Mar 15, 2023) | 4,720 | $133,812 | 1/3 vested Mar 15, 2024; remaining 1/3 on Mar 15, 2025 and Mar 15, 2026 |
| RSAs (granted Mar 15, 2024) | 9,153 | $259,488 | Ratable over 3 years |
| Unearned PSUs (2023 cycle) | 7,080 | $200,704 | Earn based on performance; vest per award terms |
| Unearned PSUs (2024 cycle) | 9,153 | $259,488 | Earn 0%–200% based on relative TSR; vest 12/31/2026 |
Vesting and Exercises in 2024:
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options Exercised | 13,262 | $120,021 |
| Restricted Stock Vested | 9,763 | $239,746 |
None of the Named Executive Officers, including Mr. Vitulli, held option awards at December 31, 2024.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 92,056 |
| Ownership as % of Outstanding | <1% (asterisk indicates <1.00%; 52,266,729 shares outstanding at 3/26/2025) |
| Breakdown | 56,735 direct; 9,203 IRA; 2,443 Performance Stock Awards; 23,675 restricted stock awards |
| Shares Pledged (collateral) | 52,643 shares pledged; Company discourages pledging but permits with prior notice and oversight |
| Stock Ownership Guidelines (adopted Feb 2025) | CEO 5x base salary; other executive officers 2x base salary; directors 5x cash retainer; accumulation within five years |
| Post‑Vest Holding Requirement | One-year hold on shares vesting from 2025 awards onward |
| Hedging/Short Sales | Prohibited for executive officers; pre-clearance required for trades; 10b5‑1 plans allowed under policy |
| Clawback | Dodd‑Frank/NYSE‑compliant clawback for erroneously awarded incentive compensation effective Oct 2, 2023 |
Employment Terms
| Term | Mr. Vitulli |
|---|---|
| Employment Agreement | None; only CEO Franklin has an employment agreement |
| Change‑in‑Control Severance Plan | Eligible; severance multiple = 2.0x salary + target bonus; pro‑rata bonus; 18× monthly employer health contribution; outplacement up to $25,000; 12‑month non‑solicit; excise tax cut‑back/best‑net |
| Equity Acceleration on CIC | RSAs vest 100% upon CIC; PSAs/PSUs vest based on performance measured through CIC date; also applies upon Qualifying Termination in connection with CIC |
Potential Payments and Benefits (assumes event on 12/31/2024):
| Scenario | Cash Severance | Long‑Term Incentives (Equity) | AIP (Non‑Equity Incentive) | Benefits/Perqs | Total |
|---|---|---|---|---|---|
| CIC + Involuntary Termination/Good Reason | $1,868,832 | $1,063,394 | $350,406 | $67,294 | $3,349,926 |
| Involuntary Termination without CIC | $606,472 | — | — | $31,720 | $638,192 |
| Death or Disability | — | $636,779 | $350,406 | — | $987,185 |
Compensation Structure Analysis
- Mix and at‑risk pay: Majority of total executive opportunity is variable and performance‑based (AIP + PSUs), with 2024 AIP driven by ROATCE, PTPP ROAA, and NCO metrics and 2024 PSUs entirely TSR-based; RSAs comprise the time-based portion of LTI.
- 2024 outcomes: AIP paid at 102.33% of target based on actual performance; LTI allocated 50% RSAs / 50% PSUs for Mr. Vitulli.
- Governance and guardrails: Clawback policy; hedging prohibited; pledging discouraged but allowed with notice; adoption of ownership guidelines and one‑year post‑vest holding from 2025 enhances alignment.
- Shareholder feedback: Say‑on‑pay support ~96.5% and outreach to top holders yielded no material compensation design concerns; TSR remains sole LTI metric per shareholder input.
Related Party Transactions and Red Flags
- Pledging: 52,643 shares pledged by Mr. Vitulli (potential margin call/selling pressure risk), alongside broader pledged shares by insiders group.
- Equity acceleration: Single‑trigger RSAs accelerate on CIC (PSUs/PSAs accelerate based on actual performance through CIC date), which can amplify payout sensitivity around transactions.
- Tax gross‑ups: None under employment agreement/severance policies; excise tax best‑net/cut‑back applies.
Investment Implications
- Alignment and retention: Ownership guidelines and one‑year post‑vest holding beginning in 2025 improve long‑term alignment; however, 2022/2023 RSAs and PSAs vesting in late 2025 are not subject to the new hold and may add supply as they vest. Key upcoming vesting dates: Oct 1, 2025 (2022 PSAs) and Oct 31, 2025 (2022 RSAs); 2023 RSAs tranche on Mar 15, 2025 and Mar 15, 2026.
- Performance sensitivity: AIP uses profitability/credit metrics and paid just above target; LTI is purely TSR‑relative for PSUs, creating potential upside/downside tied to share performance versus small‑cap bank peers through 12/31/2026.
- Trading signals: Pledged shares (52,643) present potential forced‑sale risk under stress; exercising 13,262 options and vesting 9,763 RS in 2024 indicate periodic liquidity events, while 2025 vesting cluster could increase selling pressure unless covered by post‑vest holds (which apply only to 2025+ grants).
- Change‑in‑control economics: 2.0x cash multiple plus equity acceleration terms could be material in a transaction; single‑trigger RSA acceleration and PSU performance measurement at CIC date can elevate realized payouts independent of termination.
Net: Compensation is largely performance‑based with robust governance (clawback/hedging ban/ownership guidelines), but pledging and single‑trigger equity acceleration are notable risk flags; 2025 vesting cadence warrants monitoring for potential insider selling pressure.