INTERNATIONAL BANCSHARES CORP's highest-paid named officer for fiscal year 2025, President and Chairman Dennis Nixon, was paid $2,504,119 (SEC filing 0001104659-26-045414 ↗): 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.
$2,504,119 Dennis Nixon total, FY2025 | — CEO pay percentile vs peers | 68.57:1 CEO-to-median pay ratio | 96.88% Say-on-pay support, latest vote |
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IBOC's next annual pay disclosure, estimated April 19, 2027.est. Filing ↗
| 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 |
| President and Chairman | ||||||||
| Dalia Martinez | 225,946 | 105,573 | 0 | 0 | 0 | 0 | 22,013 | 353,532 |
| Executive Vice President of Operations | ||||||||
| Judith Wawroski | 218,498 | 94,714 | 0 | 0 | 0 | 0 | 29,771 | 342,983 |
| Chief Financial Officer | ||||||||
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.
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$2,504,119 Dennis Nixon total, FY2025
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Data as of May 22, 2026 · Source: 0001104659-26-045414 · Velarion Executive Compensation Database, deposited on Zenodo (doi:10.5281/zenodo.22283855).
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One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.
| Executive | Role | FY2025 total |
|---|---|---|
| Dennis Nixon | President | $2,504,119 |
| Judith Wawroski | CFO | $342,983 |
| Dalia Martinez | EVP | $353,532 |
One page per director: the seat, the committees and the fee table, read for one person at a time.
| Director | Role | FY2025 total |
|---|---|---|
| Antonio R. Sanchez Jr | Director | $15,000 |
| Diana G. Zuniga | Independent Director | $19,400 |
| Douglas B. Howland | Independent Director | $35,400 |
| Javier de Anda | Independent Director | $30,400 |
| Larry A. Norton | Independent Director | $35,000 |
| Roberto R. Resendez | Director | $31,600 |
| Rudolph M. Miles | Independent Director | $32,600 |
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 | 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 | 2025-01-01 | 348,258 | 387,512 | — | 2,504,340 | 412,293 |
| 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 |
|---|---|---|---|---|
| Judith Wawroski | RSU | 1,000 | — | $50,078 |
The 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 communities. The Committee believes the Company must provide competitive salaries and appropriately structured incentives designed to attract and retain high-performing executives, align their interests with those of shareholders, and motivate them to drive long-term shareholder value in a manner that promotes prudent decision-making and effective risk management.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | The Board has adopted a Compensation Clawback Policy, effective as of October 2, 2023, which provides for the adjustment or recovery of awards or payments to executive officers if the relevant Company's performance measures upon which the awards or payments are based are restated or otherwise adjusted in a manner that would reduce the size of an award or payment. In the event of a financial statement restatement, if the Compensation Committee determines in its sole discretion that an executive officer of the Company received any performance-based compensation that would have been lower had it been calculated based on such restated financial statements, then the Compensation Committee will, to the full extent permitted by governing law, and as it deems appropriate, require reimbursement from such executive officer of the determined overpayment amount. |
| Anti-hedging | The Company's Statement of Company Policy on Securities Trades by Directors, Officers and Employees specifically prohibits directors, officers and employees from purchasing financial instruments designed to hedge or offset any decrease in the market value of equity securities granted as compensation or held directly or indirectly by such director, officer or employee. |
| Anti-pledging | — |
| 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 · Nominating · Stock Option and Stock Appreciation Rights Plans · Compensation · Audit (Chair) · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk Committee · Profit-Sharing Plan Committee · Risk | $10,000 | $0 | $0 | $0 | $25,400 | $35,400 |
| Larry A. NortonIndependent · Nominating · Stock Option and Stock Appreciation Rights Plans · Compensation · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk Committee · Profit-Sharing Plan Committee · Risk · Audit | 9,600 | 0 | 0 | 0 | 25,400 | 35,000 |
| Rudolph M. MilesIndependent · Stock Option and Stock Appreciation Rights Plans · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk Committee · Profit-Sharing Plan Committee · Risk | 8,000 | 0 | 0 | 0 | 24,600 | 32,600 |
| Roberto R. ResendezNot independent | 9,600 | 0 | 0 | 0 | 22,000 | 31,600 |
| Javier de AndaIndependent · Compensation · Asset/Liability, Investment, Balance Sheet Management, Funds Management/Liquidity Interest Rate Risk Committee · Profit-Sharing Plan Committee · Audit | 6,600 | 0 | 0 | 0 | 23,800 | 30,400 |
| Diana G. ZunigaIndependent · Nominating · Compensation | 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 Committee · Profit-Sharing Plan Committee · Risk | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | — |
|---|---|
| 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 | $4,473,537 | $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 | SARs 100 | 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.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
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 “Executive Compensation”. 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 “Executive Compensation”. 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 “Executive Compensation”. 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: 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: 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: 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: 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: 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: 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: 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 | — | — | 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 | — | — | 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 | — | — | 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, 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 ↗ |
| 30 | 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 ↗ |
| 31 | 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 ↗ |
| 32 | 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 ↗ |
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