Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses IBOC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named IBOC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Dennis Nixon | $670,000 | $0 | $0 | $0 | $1,500,000 | $0 | $334,119 | $2,504,119 |
| Chairman of the Board; President and Director of the Company; and CEO and Director of IBC | ||||||||
| Dalia Martinez | 225,946 | 105,573 | 0 | 0 | 0 | 0 | 22,013 | 353,532 |
| Vice President of the Company; and Executive Vice President of IBC | ||||||||
| Judith Wawroski | 218,498 | 94,714 | 0 | 0 | 0 | 0 | 29,771 | 342,983 |
| Chief Financial Officer of the Company; and Executive Vice President of IBC | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Dennis Nixon | $2,504,119 | $2,419,479 | $2,403,025 | +84,640 |
| Dalia Martinez | 353,532 | 347,062 | 330,169 | +6,470 |
| Judith Wawroski | 342,983 | 337,459 | 308,281 | +5,524 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Larry A. Norton | Director | 2026-05-21 | D | 10,000 | $72 | $720,000 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Judith Wawroski | PSU | 2025-01-01 | 348,258 | 387,512 | — | 2,504,340 | $412,293 |
| Judith Wawroski | PSU | 2023-01-01 | 287,220 | 298,869 | — | 2,403,025 | 411,768 |
| Judith Wawroski | PSU | 2024-01-01 | 342,261 | 507,177 | — | 2,419,479 | 409,167 |
| Judith Wawroski | PSU | 2022-01-01 | 321,179 | 2,400,081 | — | 2,400,081 | 341,609 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Judith Wawroski | $0 | $1,574,837 | $0 | 100.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Dalia Martinez | SAR | 4,250 | 39.33 | — |
| Judith Wawroski | SAR | 875 | 16.84 | — |
| Dalia Martinez | SAR | 1,000 | 16.84 | — |
| Judith Wawroski | SAR | 3,400 | 39.33 | — |
Our compensation philosophy is to maximize long-term return to shareholders consistent with the Company's commitments to maintain the safety and soundness of the institution and provide the highest possible level of service to its customers and the communities that it serves.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | not disclosed |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | False |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-18 | 49,397,712 | 1,592,585 | 26,794 | 96.88% | Passed |
| 2025 | 2025-05-19 | 48,813,979 | 2,969,030 | 30,206 | 94.27% | Passed |
| 2024 | 2024-05-20 | 51,097,020 | 1,379,231 | 174,839 | 97.37% | Passed |
| 2023 | 2023-05-15 | 51,561,925 | 381,809 | 85,101 | 99.26% | Passed |
| 2022 | 2022-05-16 | 51,765,360 | 343,688 | 72,242 | 99.34% | Passed |
| 2021 | 2021-05-17 | 52,202,263 | 683,671 | 42,021 | 98.71% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-18 | 96.88%a |
| 2025 | 2025-05-19 | 94.27%b |
| 2024 | 2024-05-20 | 97.37%c |
a. Approved under the standard stated in the filing — “Thus, abstentions with respect to any such matter will have the same legal effect as a vote against such matter, while broker non-votes will not affect the outcome of such matter.”.
b. Approved under the standard stated in the filing — “Thus, abstentions with respect to any such matter will have the same legal effect as a vote against such matter, while broker non-votes will not affect the outcome of such matter.”.
c. Approved under the standard stated in the filing — “Thus, abstentions with respect to any such matter will have the same legal effect as a vote against such matter, while broker non-votes will not affect the outcome of such matter.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 68.57 : 1 |
|---|---|
| CEO total compensation | $2,170,000 |
| Median employee compensation | $31,644 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Douglas B. HowlandIndependent · Audit (Chair) · Compensation · Nominating · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk · Profit-Sharing Plan · Risk · Stock Option and Stock Appreciation Rights Plans | $10,000 | $0 | $0 | $0 | $25,400 | $35,400 |
| Larry A. NortonIndependent · Audit · Compensation · Nominating · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk · Profit-Sharing Plan · Risk · Stock Option and Stock Appreciation Rights Plans | 9,600 | 0 | 0 | 0 | 25,400 | 35,000 |
| Rudolph M. MilesIndependent · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk · Profit-Sharing Plan · Risk · Stock Option and Stock Appreciation Rights Plans | 8,000 | 0 | 0 | 0 | 24,600 | 32,600 |
| Roberto R. ResendezIndependent · Audit · Nominating (Chair) · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk · Risk | 9,600 | 0 | 0 | 0 | 22,000 | 31,600 |
| Javier de AndaIndependent · Audit · Compensation · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk | 6,600 | 0 | 0 | 0 | 23,800 | 30,400 |
| Diana G. ZunigaIndependent · Compensation · Nominating | 6,000 | 0 | 0 | 0 | 13,400 | 19,400 |
| Antonio R. Sanchez, JrNot independent | 5,000 | 0 | 0 | 0 | 10,000 | 15,000 |
| Dennis E. NixonEmployee director · Board Chair · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk · Profit-Sharing Plan · Risk | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $0 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $1,000 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $54,800 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $144,600 |
| Total cost of the board | $199,400 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies International Bancshares Corp names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including International Bancshares Corp.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Texas Capital Bancshares, Inc. | 2025 | Rob Holmes | $1,100,000 | $4,422,650 | $0 | $2,079,000 | $7,918,150 |
| 2 | Cullen/Frost Bankers, Inc. | 2025 | Phillip Green | 1,260,000 | 4,000,081 | 0 | 2,075,220 | 7,625,974 |
| 3 | Valley National Bancorp | 2025 | Ira Robbins | 1,050,000 | 3,837,667 | 0 | 1,647,605 | 6,966,119 |
| 4 | Prosperity Bancshares, Inc. | 2025 | David Zalman | 1,120,187 | 217,144 | 0 | 688,284 | 3,434,273 |
| 5 | International Bancshares Corp | 2025 | Dennis Nixon | 670,000 | 0 | 0 | 1,500,000 | 2,504,119 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| International Bancshares Corp | not disclosed | not disclosed | not disclosed | not disclosed |
| Cullen/Frost Bankers, Inc. | not disclosed | RSU 75 · PSU 25 | not disclosed | Meridian Compensation Partners, LLC |
| Prosperity Bancshares, Inc. | 40% | RSU 100 | not disclosed | not disclosed |
| Texas Capital Bancshares, Inc. | not disclosed | PRSU 50 · RSU 50 | not disclosed | Pearl Meyer |
| Valley National Bancorp | 112.1% | PSU 60 · RSU 40 | Yes — relative TSR | FW Cook |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Dennis Nixon | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Summary Compensation Table”. As printed: 2,504,119. Filing ↗machine: r1 · c47 · span 296047–296056 |
| 2 | Section 01, Dalia Martinez | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Summary Compensation Table”. As printed: 353,532. Filing ↗machine: r4 · c47 · span 309794–309801 |
| 3 | Section 01, Judith Wawroski | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Summary Compensation Table”. As printed: 342,983. Filing ↗machine: r7 · c47 · span 323568–323575 |
| 4 | Section 03, Judith Wawroski PSU | DEF 14A | — | 0001104659-26-045414 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 5 | Section 03, Judith Wawroski PSU | DEF 14A | — | 0001104659-26-045414 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 6 | Section 03, Judith Wawroski PSU | DEF 14A | — | 0001104659-26-045414 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 7 | Section 03, Judith Wawroski PSU | DEF 14A | — | 0001104659-26-045414 | Section “Executive Compensation” · grants of plan-based awards table. Filing ↗ |
| 8 | Section 07, pay ratio | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “CEO Pay Ratio”. As printed: 68.57 : 1. Filing ↗ |
| 9 | Section 08, Douglas B. Howland | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 35,400. Filing ↗machine: t2 · r2 · c17 · span 180423–180429 |
| 10 | Section 08, Larry A. Norton | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 35,000. Filing ↗machine: t2 · r4 · c17 · span 184667–184673 |
| 11 | Section 08, Rudolph M. Miles | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 32,600. Filing ↗machine: t2 · r3 · c17 · span 182558–182564 |
| 12 | Section 08, Roberto R. Resendez | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 31,600. Filing ↗machine: t2 · r5 · c17 · span 186810–186816 |
| 13 | Section 08, Javier de Anda | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 30,400. Filing ↗machine: t2 · r1 · c17 · span 178310–178316 |
| 14 | Section 08, Diana G. Zuniga | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 19,400. Filing ↗machine: t2 · r7 · c17 · span 191060–191066 |
| 15 | Section 08, Antonio R. Sanchez, Jr | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 15,000. Filing ↗machine: t2 · r6 · c17 · span 188926–188932 |
| 16 | Section 08, Dennis E. Nixon | DEF 14A | 2026-04-20 | 0001104659-26-045414 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 17 | Section 02, Larry A. Norton 2026-05-21 | Form 4 | 2026-05-22 | 0001498441-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 06, 2026 vote | Form 8-K | 2026-05-20 | 0001104659-26-064211 | Item 5.07 · say-on-pay result. As reported: 96.88% (votes for as printed: 49,397,712). Filing ↗ |
| 19 | Section 06, 2025 vote | Form 8-K | 2025-05-21 | 0001104659-25-051428 | Item 5.07 · say-on-pay result. As reported: 94.27% (votes for as printed: 48,813,979). Filing ↗ |
| 20 | Section 06, 2024 vote | Form 8-K | 2024-05-22 | 0001104659-24-064160 | Item 5.07 · say-on-pay result. As reported: 97.37% (votes for as printed: 51,097,020). Filing ↗ |
| 21 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 22 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 23 | Section 09b board cost (computed) | Computed | — | computed | Cash 54,800 + equity 0 + all other 144,600 = 199,400, summed across the director compensation table rows.machine: formula: Σ = 199,400 |
| 24 | Texas Capital Bancshares, Inc., Section 10b CEO total | DEF 14A | 2026-03-12 | 0001077428-26-000040 | CEO total compensation as printed in Texas Capital Bancshares, Inc.'s own proxy. As printed: 7,918,150. Filing ↗machine: t153 · r3 · c18 · span 1326337–1326346 |
| 25 | Cullen/Frost Bankers, Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0000039263-26-000023 | CEO total compensation as printed in Cullen/Frost Bankers, Inc.'s own proxy. As printed: 7,625,974. Filing ↗machine: r2 · c24 · span 705677–705686 |
| 26 | Valley National Bancorp, Section 10b CEO total | DEF 14A | 2026-04-03 | 0001193125-26-141225 | CEO total compensation as printed in Valley National Bancorp's own proxy. As printed: 6,966,119. Filing ↗machine: span 1134231–1134240 |
| 27 | Prosperity Bancshares, Inc., Section 10b CEO total | DEF 14A | 2026-03-16 | 0001193125-26-107142 | CEO total compensation as printed in Prosperity Bancshares, Inc.'s own proxy. As printed: 3,434,273. Filing ↗machine: t7 · r2 · c26 · span 612855–612864 |
| 28 | International Bancshares Corp (subject), Section 10b CEO total | DEF 14A | 2026-04-20 | 0001104659-26-045414 | CEO total compensation as printed in International Bancshares Corp's own proxy. As printed: 2,504,119. Filing ↗machine: r1 · c47 · span 296047–296056 |
| 29 | Section 10a, Prosperity Bancshares, Inc. reciprocity | DEF 14A | — | 0001193125-26-107142 | Prosperity Bancshares, Inc.'s most recent proxy was read; its disclosed peer group does not include International Bancshares Corp. Filing ↗ |
| 30 | Section 10a, Cullen/Frost Bankers, Inc. reciprocity | DEF 14A | — | 0000039263-26-000023 | Cullen/Frost Bankers, Inc.'s most recent proxy was read; its disclosed peer group does not include International Bancshares Corp. Filing ↗ |
| 31 | Section 10a, Texas Capital Bancshares, Inc. reciprocity | DEF 14A | — | 0001077428-26-000040 | Texas Capital Bancshares, Inc.'s most recent proxy was read; its disclosed peer group does not include International Bancshares Corp. Filing ↗ |
| 32 | Section 10a, Valley National Bancorp reciprocity | DEF 14A | — | 0001193125-26-141225 | Valley National Bancorp's most recent proxy was read; its disclosed peer group does not include International Bancshares Corp. Filing ↗ |