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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Stellar Bancorp, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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April 24, 2023

Dear Fellow Shareholder:

On behalf of our Board of Directors, I invite you to attend the 2023 Annual Meeting of Shareholders to be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024 on Thursday, May 25, 2023, at 10:00 a.m., Central Time.

We are excited to host the 2023 Annual Meeting which is our first shareholders’ meeting since completing the combination of two of the largest independent banks in Houston, Texas: Allegiance Bank and CommunityBank of Texas, N.A. on October 1, 2022. The purposes of the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement.

Whether or not you plan to attend the meeting, it is important that your shares be represented. Please take a moment to complete, date, sign and return the enclosed proxy card as soon as possible, or use Internet or telephone voting according to the instructions on the proxy card.

We appreciate your continued support of our company and look forward to your participation at our 2023 Annual Meeting.

Sincerely,

[MISSING IMAGE: sg_stevenfretzloff-bw.jpg]

Steven F. Retzloff
Chairman of the Board

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9 Greenway Plaza, Suite 110
Houston, Texas 77046
(713) 499-1800

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the shareholders of Stellar Bancorp, Inc.:

The 2023 Annual Meeting of Shareholders (the “annual meeting”) of Stellar Bancorp, Inc. (the “Company”) will be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024, on Thursday, May 25, 2023, at 10:00 a.m., Central Time, for the following purposes:

to elect four Class I directors to serve on the Board of Directors of the Company until the Company’s 2026 annual meeting of shareholders; and each until their respective successor or successors are duly elected and qualified or until their earlier death, resignation or removal;

to conduct an advisory, non-binding vote regarding the compensation paid to our named executive officers as disclosed in the accompanying proxy statement (“Say-On-Pay”);

to conduct an advisory, non-binding vote regarding a resolution to approve the frequency of future advisory votes on the compensation of our named executive officers (“Say-On-Frequency”);

to ratify the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023; and

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on April 18, 2023, will be entitled to receive notice of and to vote at the annual meeting. For instructions on voting, please refer to the enclosed proxy card or voting information form. A list of shareholders entitled to vote at the annual meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of ten days prior to the annual meeting. This list also will be available to shareholders at the annual meeting.

By Order of the Board of Directors,

Steven F. Retzloff

Chairman of the Board

Houston, Texas

April 24, 2023

Important Notice Regarding the Availability of Proxy Materials for the Shareholders Meeting to Be Held on May 25, 2023: This proxy statement and our Annual Report for the year ended December 31, 2022 are available at www.edocumentview.com/STEL.

Your Vote is Important

A proxy card is enclosed. Whether or not you plan to attend the annual meeting, please vote by completing, signing and dating the proxy card and promptly mailing it in the enclosed envelope or via the Internet or telephone pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy in the manner described in the proxy statement at any time before it is exercised. See “About the Annual Meeting” for more information on how to vote your shares or revoke your proxy.

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	ABOUT THE ANNUAL MEETING					2
	PROPOSAL 1. ELECTION OF DIRECTORS					7
	Classification of the Company’s Directors					7
	Election Procedures; Term of Office					7
	Nominees for Election					7
	CONTINUING DIRECTORS AND EXECUTIVE OFFICERS					9
	Board Diversity Disclosure					14
	Board Diversity Matrix					14
	BOARD AND COMMITTEE MATTERS					14
	Board Meetings					14
	Director Attendance at Annual Meeting					15
	Board Leadership Structure					15
	Executive Sessions					15
	Board Composition and Special Period Governance					15
	Director Independence					16
	Risk Management and Oversight					16
	Director Nominations					17
	Criteria for Director Nominees					17
	Process for Identifying and Evaluating Director Nominees					17
	Procedures to be Followed by Shareholders For Director Nominations					18
	Committees of the Board					19
	Director Compensation					21
	CERTAIN CORPORATE GOVERNANCE MATTERS					25
	Code of Business Conduct and Ethics					25
	Corporate Governance Guidelines					25
	Compensation Committee Interlocks and Insider Participation					25
	Independent Auditors					25
	Fees Paid to Independent Registered Public Accounting Firm					25
	Audit Committee Pre-Approval					26
	Additional Information Regarding Change of Independent Registered Public Accounting Firm					26
	EXECUTIVE COMPENSATION AND OTHER MATTERS					27
	Compensation Discussion and Analysis					27
	Executive Compensation Highlights					27
	Named Executive Officers					28
	Compensation Program, Philosophy and Objectives					29
	Shareholders Engagement and Say on Pay					29
	Compensation Overview					30
	Compensation Practices					30
	Review of Peer Group Data					32
	2022 Compensation Decisions					33
	Long-Term Equity Incentive Compensation					35
	Employment Agreements					38

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	Pigott Change in Control Severance Agreement					43
	Franklin and Jaggers Holdback Bonus Arrangements					44
	Stellar Bancorp, Inc. Change in Control Severance Plan					44
	Franklin 2017 Salary Continuation Agreement					44
	Retirement Benefits					45
	Prohibition on Hedging and Restrictions on Pledging					45
	Risk Management Considerations					45
	Compensation Committee Report					45
	EXECUTIVE COMPENSATION PAYMENTS AND AWARDS					46
	Summary Compensation Table					46
	Grants of Plan-Based Awards for 2022					48
	Outstanding Equity Awards at Fiscal Year End					49
	Stock Vested					49
	2022 Omnibus Incentive Plan					50
	Nonqualified Deferred Compensation					50
	Potential Payments upon Termination or Change of Control					50
	PAY VERSUS PERFORMANCE TABLE					54
	Relationships Between Compensation Actually Paid and Financial Performance Measures					56
	CEO Pay Ratio					57
	Methodology					58
	CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS					59
	BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY					60
	Delinquent Section 16(a) Reports					62
	AUDIT COMMITTEE REPORT					63
	PROPOSAL 2. ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (“SAY-ON-PAY”)					64
	PROPOSAL 3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (“SAY-ON-FREQUENCY”)					65
	PROPOSAL 4. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					66
	DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING					67
	ANNUAL REPORT ON FORM 10-K					67
	OTHER MATTERS					67

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9 Greenway Plaza, Suite 110
Houston, Texas 77046

PROXY STATEMENT FOR
2023 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 25, 2023

Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” “our Company,” the “Company” or “Stellar” refer to Stellar Bancorp, Inc., a Texas corporation, and its consolidated subsidiary as a whole; references to the “Bank” refer to Stellar Bank, a wholly-owned subsidiary of Stellar Bancorp, Inc. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of outstanding shares of our common stock, par value $0.01 per share (the “common stock”).

The Board of Directors of Stellar Bancorp, Inc. (the “Board”) is soliciting proxies to be used at the 2023 annual meeting of shareholders of the Company to be held at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024 on Thursday, May 25, 2023, at 10:00 a.m., Central Time, and any adjournments or postponements thereof (the “annual meeting”). This proxy statement is first being sent to shareholders on or about April 27, 2023. You should read the entire Proxy Statement carefully before voting your shares of Stellar common stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, MAY 25, 2023.

This Proxy Statement for the 2023 Annual Meeting of Shareholders and our 2022 Annual Report to Shareholders are available at our proxy materials website at www.edocumentview.com/STEL. This website does not use any functions that identify you as a visitor to the website, and thus protects your privacy.

You have the option to vote and submit your proxy by the Internet. If you have Internet access, we encourage you to record your vote by the Internet. We believe it will be convenient for you, and it saves postage and processing costs. In addition, when you vote by the Internet, your vote is recorded immediately, and there is no risk that postal delays will cause your vote to arrive late and therefore not be counted. Submitting your proxy by the Internet or telephone will not affect your right to vote in person if you decide to attend the annual meeting.

Pursuant to the rules promulgated by the Securities and Exchange Commission (the “SEC”), the Company is providing access to its proxy materials by sending you a full set of proxy materials.

Merger of Equals

On October 1, 2022, Allegiance Bancshares, Inc. (“Allegiance”) and CBTX, Inc. (“CBTX”) merged (the “Merger”) with CBTX as the surviving corporation that was renamed Stellar Bancorp, Inc. and the ticker symbol changed to “STEL.” Immediately following the Merger, CommunityBank of Texas, N.A. (“CommunityBank”), a national banking association and a wholly owned subsidiary of CBTX, merged with and into Allegiance Bank, a wholly owned subsidiary of Allegiance (the “Bank Merger”), with Allegiance Bank as the surviving bank. In connection with the operational conversion during the first quarter of 2023, Allegiance Bank changed its name to Stellar Bank on February 18, 2023. After the Merger, the Company became one of the largest banks based in Houston. A complete description of the Merger can be found in the Form 8-K filed by the Company with the SEC on October 3, 2022.

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ABOUT THE ANNUAL MEETING

When and where will the annual meeting be held?

The annual meeting is scheduled to take place at 10:00 a.m., Central Time, on Thursday, May 25, 2023 at The Houstonian Hotel, 111 North Post Oak Lane, Houston, Texas 77024.

What is the purpose of the annual meeting?

At the 2023 annual meeting, shareholders will act upon the matters outlined in the notice, including the following:

to conduct an advisory, non-binding vote regarding the compensation paid to our named executive officers as disclosed in the accompanying proxy statement (“Say-On-Pay”);

to conduct an advisory, non-binding vote regarding a resolution to approve the frequency of future advisory votes on the compensation of our named executive officers (“Say-On-Frequency”);

to ratify the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2023; and

to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Who are the nominees for directors?

The following individuals have been nominated by the Board for election as Class I directors of the Company:

	John Beckworth			Fred S. Robertson
	Joseph B. Swinbank			William E. Wilson, Jr.

All of the nominees are currently directors of the Company.

Who is entitled to vote at the annual meeting?

The holders of record of the outstanding shares of common stock on April 18, 2023, which is the date that the Board has fixed as the record date for the annual meeting (the “record date”), are entitled to vote at the annual meeting. The record date is established by the Board as required by the Company’s bylaws and Texas law. On the record date, 53,302,130 shares of common stock were outstanding.

What is a proxy?

A proxy is another person that you legally designate to vote your shares of common stock. If you designate someone as your proxy in a written document, that document is also called a “proxy” or a “proxy card.”

How do I vote my shares?

You may vote using any of the following methods:

•

By Internet: You can vote by the Internet at www.envisionreports.com/STEL by following the instructions on the proxy card.

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By Telephone: You can vote over the telephone by following the instructions on the proxy card.

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By Mail: You may vote by completing, signing and dating the accompanying proxy or voting instruction card and returning it in the prepaid envelope. If you are a shareholder of record and return

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your signed proxy card but do not indicate your voting preferences, the persons named in the proxy card will vote the shares represented by your proxy card as recommended by our Board.

•

At the Annual Meeting: If you are a record holder on the record date for the annual meeting, you may vote by proxy or you may attend the annual meeting and vote in person

The Company must receive your vote no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting. Please note that Internet voting will close at 1:00 a.m., Central Time, on May 25, 2023.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meeting if you do not attend the annual meeting and vote your shares in person. By following the voting instructions in the materials you receive, you will direct the designated persons (known as “proxies”) to vote your common stock at the annual meeting in accordance with your instructions. The Board has appointed Steven F. Retzloff and Robert R. Franklin, Jr. to serve as the proxies for the annual meeting. If you vote by the Internet or telephone, you do not have to return your proxy or voting instruction card.

If your shares of common stock are held in “street name,” your ability to vote by the Internet depends on your broker’s voting process. When your shares are held in a brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement has been provided to you by your broker, bank or other holder of record. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instruction card or by following its instructions for voting by telephone or by the Internet.

To vote the shares that you hold in “street name” in person at the annual meeting, you must bring a legal proxy from your broker, bank or other nominee, (1) confirming that you were the beneficial owner of those shares as of the close of business on the record date, (2) stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank or other nominee, and (3) appointing you as the record holder’s proxy to vote the shares covered by that proxy at the annual meeting. If you fail to bring a nominee-issued proxy to the annual meeting, you will not be able to vote your nominee-held shares in person at the annual meeting.

What constitutes a quorum for the annual meeting?

A quorum will be present at a meeting of shareholders if the holders of shares having a majority of the voting power represented by all of the issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy at the meeting.

What are the voting rights of the shareholders?

Each record holder of shares of common stock is entitled to one vote for each share of common stock registered, on the record date, in such holder’s name on the books of the Company on all matters to be acted upon at the annual meeting. The Company’s certificate of formation prohibits cumulative voting.

What is a broker non-vote?

A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Your broker has discretionary authority to vote your shares with respect to the ratification of the appointment of Crowe LLP as our independent registered public accounting firm (Proposal 4). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to the election of directors to the Board (Proposal 1), the Say-On-Pay resolution (Proposal 2) or the Say-On-Frequency resolution (Proposal 3).

Who counts the votes?

All votes will be tabulated by the inspector of election appointed for the annual meeting. Votes for each proposal will be tabulated separately.

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What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

What are the Board’s recommendations on how I should vote my shares?

The Board recommends that you vote your shares as follows:

Proposal 1 — FOR the election of each nominee for director.

Proposal 2 — FOR the Say-On-Pay resolution.

Proposal 3 — 1 YEAR for the Say-On-Frequency resolution.

Proposal 4 — FOR the ratification of the appointment of Crowe LLP.

How will my shares be voted if I return a signed and dated proxy card, but don’t specify how my shares will be voted?

If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares in the election of directors (Proposal 1), the Say-On-Pay resolution (Proposal 2) or the Say-On-Frequency resolution (Proposal 3), but will have discretion to vote on the ratification of the appointment of Crowe LLP (Proposal 4).

If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in accordance with the Board’s recommendations.

What are my choices when voting?

In the election of directors, you may vote for all director nominees or you may withhold your vote as to one or more director nominees. With respect to the proposals to approve the Say-On-Pay resolution and to ratify the appointment of Crowe LLP, you may vote for the proposal, against the proposal or abstain from voting on the proposal. With respect to the Say-On-Frequency proposal, you may vote for one (1) year, two (2) years, three (3) years or abstain.

May I change my vote after I have submitted my proxy card?

Yes. Regardless of the method used to cast a vote, if you are a record holder, you may change your vote by:

•

delivering to the Company prior to the annual meeting a written notice of revocation addressed to: Stellar Bancorp, Inc., 9 Greenway Plaza, Suite 110, Houston, Texas 77046, Attn: Justin M. Long, General Counsel

•

delivering a valid, later-dated proxy, or a later-dated vote by telephone or by the Internet, in a timely manner;

•

logging onto the Internet website specified on your proxy card or voting instruction card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card or voting instruction card, in each case if you are eligible to do so and following the instructions indicated on the proxy card or voting instruction card; or

•

attending the annual meeting and voting in person, and any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy.

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If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

What percentage of the vote is required to approve each proposal?

Assuming the presence of a quorum:

Proposal 1 — The four (4) Class I director nominees who receive the most votes from the holders of the outstanding shares of common stock for their election will be elected — i.e., the affirmative vote of the holders of a plurality of the votes cast at the annual meeting is required for the election of the director nominees.

Proposal 2 — Approval of the Say-On-Pay resolution requires the affirmative vote of the holders of a majority of the votes cast at the annual meeting.

Proposal 3 — Because the Say-On-Frequency resolution seeks the input of shareholders and provides the Company’s shareholders with the option to vote to hold a Say-On-Pay vote once every one, two or three years, assuming the presence of quorum, the affirmative vote of the holders of a majority of the outstanding shares of common stock entitled to vote on such matter and present in person or represented by proxy at the annual meeting may not be reached for any of the frequency options presented. If the proposal is not approved by the required vote of shareholders, the Board will evaluate the votes cast and consider the frequency option that receives the highest number of shareholder votes as the recommendation of the shareholders.

Proposal 4 — The ratification of Crowe LLP’s appointment as the Company’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the votes cast at the annual meeting.

How are broker non-votes and abstentions treated?

Quorum — Broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum.

Proposal 1 — A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees.

Proposals 2 and 3 — Any abstentions will not have the effect of a vote against the proposals with respect to the Say-On-Pay and Say-On-Frequency votes. The advisory, nonbinding votes on the Say-On-Pay resolution and Say-On-Frequency resolution are considered non-routine matters and, as such, broker non-votes will not be deemed votes cast on these matters, will not count as votes for or against these proposals and will not be included in calculating the number of votes necessary for approval of such matters.

Proposal 4 — Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with the proposal to ratify the appointment of Crowe LLP as the Company’s independent registered accounting firm. Any abstentions will not have the effect of a vote against the proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

The Board is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or by other means of communication, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of common stock.

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Are there any other matters to be acted upon at the annual meeting?

Management does not intend to present any business at the annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the annual meeting. If other matters requiring a vote of the shareholders properly come before the annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

Where can I find voting results?

The Company will publish the voting results in a current report on Form 8-K, which will be filed with the SEC within four business days following the annual meeting.

How can I communicate with the Board?

To communicate with the Board, shareholders or other interested parties should submit their comments by sending written correspondence via mail or courier to Stellar Bancorp, Inc., 9 Greenway Plaza, Suite 110, Houston, Texas 77046, Attn: Justin M. Long, General Counsel; or via email at ir@stellarbancorpinc.com. Communications will be sent directly to the specific director or directors of the Company indicated in the communication or to all members of the Board if not specified.

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PROPOSAL 1. ELECTION OF DIRECTORS

Classification of the Company’s Directors

In accordance with the terms of the Company’s certificate of formation, the Company’s Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms as follows:

•

The Class I directors are John Beckworth, Fred S. Robertson, Joseph B. Swinbank and William E. Wilson, Jr., and their terms will expire at the 2023 annual meeting.

•

The Class II directors are Jon-Al Duplantier, George Martinez, William S. Nichols, III, Joe E. Penland, Sr. and John E. Williams, Jr., and their terms will expire at the 2024 annual meeting.

•

The Class III directors are Robert R. Franklin, Jr., Michael A. Havard, Frances H. Jeter, Reagan A. Reaud and Steven F. Retzloff, and their terms will expire at the 2025 annual meeting.

Election Procedures; Term of Office

The Corporate Governance and Nominating Committee has recommended to the Board, and the Board has approved, the nomination of John Beckworth, Fred S. Robertson, Joseph B. Swinbank and William E. Wilson, Jr. to fill the four expiring Class I director positions.

The four Class I nominees, if elected at the annual meeting, will serve until the annual meeting of shareholders in 2026 and until their respective successor or successors are duly elected and qualified or until their earlier death, resignation or removal.

The affirmative vote of a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of each of the nominees for director. This means that the four Class I director nominees who receive the most votes from the holders of the outstanding shares of common stock for their election at this year’s annual meeting will be elected.

Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of common stock represented by proxy will be voted FOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one or more but not all of the nominees, all shares of common stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, as to whom such authority is not withheld.

If a nominee becomes unavailable to serve as a director for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board. The Board has no reason to believe that any nominee will be unavailable to serve as a director, and all of the nominees have consented to being named herein and to serve if elected.

Nominees for Election

The following table sets forth certain information with respect to the Company’s Class I director nominees. The business address for all of these individuals is 9 Greenway Plaza, Suite 110, Houston, Texas 77046:

Name	Age	Position with the Company and the Bank	Director Since
John Beckworth	65	Class I Director of the Company	2022(1)
Fred S. Robertson	73	Class I Director of the Company; Director of the Bank	2022(1)
Joseph B. Swinbank	71	Class I Director of the Company; Director of the Bank	2013
William E. Wilson, Jr.	67	Class I Director of the Company	2017

(1)

Mr. Beckworth and Mr. Robertson served as directors of Allegiance prior to the Merger. At the effective time of the Merger, Mr. Beckworth and Mr. Robertson became directors of the Company.

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The following is a brief discussion of the business and banking background and experience of our director nominees.

John Beckworth. Mr. Beckworth has served as the lead independent director of the Company since the completion of the Merger in 2022 and is a member of the Company’s Corporate Governance and Nominating Committee. He previously served as a director of Allegiance beginning in 2009 until the completion of the Merger. Mr. Beckworth practiced law in Houston for thirty years from 1983 until 2013. He was an associate and partner at Fulbright & Jaworski LLP before leaving to start his own law firm in 1994. From 2013-2018, Mr. Beckworth served as an associate dean at The University of Texas School of Law in Austin. Since 2018, Mr. Beckworth has continued in the school as a member of the law faculty. Also in 2018, Mr. Beckworth became affiliated as of counsel at Jackson Walker LLP in Austin. He has served as a trustee of The University of Texas Law School Foundation, and he is a former president and chairman of the Board of The University of Texas Ex Students Association. Mr. Beckworth is a member of the Texas and American Bar Associations, and he is a life fellow of the Houston and Texas Bar Foundations. He is an associate member of the American Board of Trial Advocates and he is Board certified by the Texas Board of Legal Specialization in Oil, Gas and Mineral Law. Mr. Beckworth is a director of the LBJ Foundation and is a life trustee emeritus and former chairman of the Board of the Kinkaid School in Houston. Mr. Beckworth also operates family ranching, oil and gas and investment interests. He received his Bachelor of Arts, with high honors, and Juris Doctor degrees from The University of Texas at Austin and The University of Texas School of Law. He is a past president of the Law School’s alumni association and a recipient of its Honorary Order of the Coif award. In 2017, Mr. Beckworth became a National Association of Corporate Directors (“NACD”) Board leadership fellow. As an experienced attorney and administrator, Mr. Beckworth provides service to the Board and management as lead independent director and as a member of the Corporate Governance and Nominating Committee.

Fred S. Robertson. Mr. Robertson has served as a director of the Company since the completion of our Merger with Allegiance in 2022 and is a member of the Board of the Bank. He previously served as a director of Allegiance beginning in 2011 until the completion of the Merger. Mr. Robertson has over 30 years of experience overseeing institutional and retail investments. He has managed fixed income investments and designed extensive quantitative models for bond management. For the past five years, Mr. Robertson has been managing his personal investments. Mr. Robertson holds a number of non-profit Board appointments and volunteers with many organizations in Houston. Mr. Robertson received a Bachelor of Science from Cornell University and a Masters of Business Administration in finance from The College of William and Mary. Mr. Robertson’s significant experience in the banking industry and leadership skills qualify him to serve on our Board. Mr. Robertson utilizes his knowledge of investment and fund management as Chair of the Bank Board’s Balance Sheet Risk Committee. His financial expertise provides additional benefit to the Company as he serves as a member of the Compensation Committee.

Joseph B. Swinbank. Mr. Swinbank has served as a director of the Company since 2013, is a member of the Company’s Risk Oversight Committee and a member of the Board of the Bank. He previously served as a director of CBTX, Inc. and CommunityBank of Texas, N.A. beginning in 2013, and in 2017, he began serving on the Company’s Audit Committee, the Company’s Corporate Governance and Nominating Committee, and the Company’s Compensation Committee. Mr. Swinbank served as a director of VB Texas, Inc. and Vista Bank Texas from 2006 until the merger of equals with the Company and the Bank in 2013. Mr. Swinbank is the co-founder of The Sprint Companies, Inc., a Houston based sand and gravel company, and is Partner of Sprint Ft. Bend County Landfill, Sprint Sand & Clay, Sprint Waste Services, and Sprint Transports. In 2014, he became a Partner of River Aggregates and A&B Valves. Mr. Swinbank received his B.S. in Agricultural Economics from Texas A&M University in 1974. Mr. Swinbank brings a wealth of business experience, as well as a sharp focus on the financial efficiency and profitability of the Company’s customers, to the Board of Directors.

William (Bill) E. Wilson, Jr. Mr. Wilson has served as a director of the Company since 2007 and is the Chairman of the Company’s Audit Committee. He previously served as a director of CBTX, Inc., and served as Chairman of its Audit Committee beginning in 2017. He also served as a director of CommunityBank of Texas, N.A. beginning in 2007 and became Chairman of the Bank’s Audit Committee in 2008. Since 1979, Mr. Wilson has served as President and Chief Executive Officer of Bar C. Ranch Company, retiring in 2019 as President and assuming the role of Chairman of the Board. The Bar C. Ranch

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Company is a real estate development company developing and investing in industrial, commercial and office properties in Texas. He has served as Manager and General Partner of Wilson Realty, Ltd., an owner of industrial buildings in Beaumont, Texas, since 1977. As Trustee of the Caldwell McFaddin Mineral Trust and the Rosine Blount McFaddin Mineral Trust, Mr. Wilson has managed large oil and gas mineral holdings across the State of Texas, creating operating leases and purchasing minerals on behalf of the trusts. Mr. Wilson founded Wilson Realty, Ltd. and Wilson & Company, a brokerage and management company. He is a retired Real Estate Broker in the State of Texas and has served as a director and President of the Beaumont Board of Realtors and a director of Texas Association of Realtors. Mr. Wilson has also served on numerous civic and charitable Boards in the southeast Texas region. He joined the Board of Directors of First Security National Bank of Beaumont in 1979 and joined its audit committee in 1981, serving First Security National Bank of Beaumont and its holding company until the bank was acquired by First City Bancorporation of Texas. Mr. Wilson received his B.B.A. in Accounting from The University of Texas at Austin in 1976 and is a licensed Certified Public Accountant. Mr. Wilson’s service as a bank director at other institutions, coupled with his investment, accounting and financial skills adds administration and operational management experiences, as well as corporate governance expertise to the Board of Directors. In addition, as a Certified Public Accountant, Mr. Wilson brings extensive accounting, management, strategic planning and financial skills important to the oversight of the Company’s financial reporting, enterprise and operational risk management.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD.

CONTINUING DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information with respect to the Company’s Class II and Class III directors whose terms of office do not expire at the annual meeting, and the executive officers of the Company who are not also a director. The business address for all of these individuals is 9 Greenway Plaza, Suite 110, Houston, Texas 77046.

Name	Age	Position with the Company and the Bank
Directors:
Jon-Al Duplantier	56	Class II Director of the Company
George Martinez	81	Class II Director of the Company; Director of the Bank
William S. Nichols, III	71	Class II Director of the Company; Director of the Bank
Joe E. Penland, Sr.	72	Class II Director of the Company
John E. Williams, Jr.	68	Class II Director of the Company
Robert R. Franklin, Jr.	68	Class III Director and CEO of the Company; Director and Executive Chairman of the Bank
Michael A. Havard	66	Class III Director of the Company
Frances H. Jeter	66	Class III Director of the Company
Reagan A. Reaud	44	Class III Director of the Company
Steven F. Retzloff	67	Class III Director and Executive Chairman of the Company; Director and Senior Executive Chairman of the Bank
Executive officers who are not also directors:
Okan I. Akin	52	Chief Risk Officer of the Company and the Bank
Paul P. Egge	44	Chief Financial Officer of the Company and the Bank
Justin M. Long	48	General Counsel and Secretary of the Company and the Bank
Ramon A. Vitulli, III	54	President of the Company and CEO of the Bank
Joe F. West	68	Chief Credit Officer of the Company and the Bank

The following is a brief discussion of the professional background and experience of our continuing directors and executive officers. All officers of the Company are elected by the Board and serve at the discretion of the Board.

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Jon-Al Duplantier. Mr. Duplantier has served as a director of the Company since 2022 and is a member of the Company’s Audit Committee and Compensation Committee. He previously served as a director of Allegiance beginning in 2021 until the completion of the Merger. Mr. Duplantier enjoyed a 25-year career in the oil and gas industry with Conoco Inc., ConocoPhillips and Parker Drilling Company. Most recently, he served as Parker Drilling’s President, Rental Tools and Well Services, a position he held from April 2018 until his departure in July 2020. In December 2018, Parker Drilling Company commenced voluntary chapter 11 proceedings and filed a prearranged plan of reorganization under the U.S. Bankruptcy Code. Prior to that role, Mr. Duplantier held a series of executive positions at Parker Drilling where he had responsibilities across more than a dozen countries, and his roles included management and oversight of legal affairs, corporate compliance and governance, human resources, environmental, safety and procurement from 2009 to 2018. Prior to joining Parker Drilling, Mr. Duplantier worked for ConocoPhillips from 2002 to 2009, where he held legal and management roles. From 1995 to 2002, Mr. Duplantier served in multiple roles of increasing responsibility at Conoco Inc. Mr. Duplantier holds a Juris Doctorate from Louisiana State University and a Bachelor of Science degree from Grambling State University. Mr. Duplantier serves on the Board of Directors of Brigham Minerals, Inc. (NYSE: MNRL), where he is a member of the Compensation Committee and the Nominating and Governance Committee. Mr. Duplantier also serves on the Board of Directors of AltaGas Ltd. (TSX: ALA), where he is a member of the Human Resources and Compensation Committee as well as the Governance Committee. Mr. Duplantier’s broad experience across commercial, governance and legal aspects of business along with his professional and leadership experience qualify him to serve on our Board, as well as on the Audit Committee and the Compensation Committee.

George Martinez. Mr. Martinez has served as a director of the Company since 2022, is the Charmain of the Company’s Risk Oversight Committee, a member of the Board and a Vice Chairman of the Bank. Mr. Martinez is one of the organizers of Allegiance Bank and was the Chairman of Allegiance’s Board of Directors from 2008 until the completion of the Merger in 2022. He served as Chief Executive Officer of the Company and the Bank from the formation of each through 2019 and assumed the role of Vice Chairman of the Bank in 2020. Mr. Martinez began his banking career in 1974 as a co-founder of Sterling Bank, where he served as an Executive Vice President from 1974 to 1980, and then as Chief Executive Officer of Sterling Bancshares, Inc. from 1980 to 2001 and as Chairman from 1992 to 2004. From 1998 to 2008, Mr. Martinez served as President of Chrysalis Partners, LLC, a leadership consulting firm. From 2003 to 2020, he served on the Board of Directors of Cornerstone Building Brands, Inc., a leading provider of exterior commercial and residential building products, as well as on the Board of Directors of Landmark Worldwide Enterprises, Inc., a personal and professional growth, training and development firm. Active in the Houston community, he serves as an Emeritus Member of the Board of Advisors for the Jesse H. Jones Graduate School of Business at Rice University. He was inducted into the Texas Bankers Hall of Fame in April 2017 and recognized for his valuable contributions to the Texas banking industry. In 2004, he was awarded the Ethical Leadership in Action Award from the University of St. Thomas Center for Business Ethics and in 2022 he was a recipient of the Texas Bankers Association 50-Year Banker Award. Mr. Martinez received a Bachelor of Business Administration and Economics degree from Rice University in 1963. Mr. Martinez’s significant banking experience as a director and executive officer, including risk management skills experience, qualify him to serve on our Board.

William S. Nichols, III. Mr. Nichols has served as a director of the Company since 2022 and is a member of the Company’s Audit Committee and Risk Oversight Committee. Mr. Nichols was one of the organizers of Allegiance Bank and served on Allegiance’s Board of Directors beginning in 2008 until the completion of the Merger and the Board of Directors of the Allegiance Bank beginning 2007. Mr. Nichols retired in 2017 as the President of Suncor Companies, LLC, a real estate development company that primarily focused on the development of freestanding retail facilities throughout the United States. From 1974 to 1984, he worked as an audit principal at Ernst & Young. He has held numerous Board appointments, including advisory director at Community Bank, Katy, Texas. Additionally, he is the founder and director of the Nichols Foundation, a foundation to provide college scholarships to students on a need basis. He also serves on the Development Council of the Mays Business School at Texas A&M University. Mr. Nichols is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. He received a Bachelor of Business Administration degree from Texas A&M University. Mr. Nichols’ understanding of the Houston business market and leadership experience qualify him to serve on our Board. Mr. Nichols makes good use of both his experience in the real estate industry and as a CPA as he contributes by serving as a director of the Bank.

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Joe E. Penland, Sr. Mr. Penland has served as a director of the Company since 2007. He previously served as a director of CBTX, Inc. and CommunityBank of Texas, N.A. beginning in 2007, and served on CBTX, Inc.’s Corporate Governance and Nominating Committee and the Company’s Compensation Committee. Mr. Penland founded Quality Mat Company, based in Beaumont, Texas, and served as its President from 1974 until August of 2019, when he assumed the title of Chief Executive Officer. Quality Mat Company is one of the largest mat producers in the world and is one of the oldest companies in the business, with the capabilities of producing everything from logging mats to temporary road matting. Quality Mat Company’s products carry exclusive patents that serve a variety of major industries. Mr. Penland started the Penland Foundation in 2006, a foundation that helps local organizations in his community. Mr. Penland has significant experience serving on both public and private Boards of directors for community banks. Prior to joining the Company’s Board of Directors, Mr. Penland served as a director of Texas Regional Bancshares, Inc., a Nasdaq listed bank holding company, from 2004 until its merger with BBVA in 2006, and as a director of Southeast Texas Bancshares, Inc. prior to its acquisition by Texas Regional Bancshares, Inc. Mr. Penland brings key leadership, risk management, operations, strategic planning and oil and gas industry expertise that assists the Board of Directors in overseeing the Company’s operations in addition to his knowledge of the communities the Company serves.

John E. Williams, Jr. Mr. Williams has served as a director of the Company since 2007 and is a member of the Company’s Compensation Committee and Corporate Governance and Nominating Committee. He previously served as a director of CBTX, Inc. and CommunityBank of Texas, N.A. beginning in 2007. He served as Chairman of CBTX, Inc.’s Corporate Governance and Nominating Committee beginning in 2017. Mr. Williams is the managing partner of Williams Hart Law Firm, L.L.P. in Houston, Texas, where he practices in the area of mass tort litigation. Mr. Williams currently serves on the Board of Directors for the Houston Astros, and the Houston Police Foundation, and serves on the Board of Advisors for the James A. Baker III Institute for Public Policy at Rice University. Mr. Williams is listed in Top Attorneys in Texas, Best Attorneys in Texas, The Best Lawyers in America, and Texas’ Best Lawyers, and he has been selected as a Super Lawyer every year since 2003. Mr. Williams received a B.B.A. from Baylor University and a J.D. from Baylor School of Law, where he graduated first in his class. Mr. Williams has significant risk management and strategic planning skills. In addition, he brings strong legal, lending and financial skills important to the oversight of the Company’s enterprise and operational risk management.

Robert R. Franklin, Jr. Mr. Franklin serves as Executive Chairman of Stellar Bank and Chief Executive Officer of Stellar Bancorp, Inc. and serves as a director of the Company and Bank. Mr. Franklin previously served as Chairman, President and Chief Executive Officer of CBTX, Inc. from 2013 until the completion of the Merger. Mr. Franklin began his more than 40-year Houston banking career working for a small community bank in Houston upon graduation from the University of Texas. He then moved to a large, regional bank before gravitating back to his primary interest of community banking. He became President of American Bank in 1988, where he served until the bank was sold to Whitney Holding Corp. in early 2001. Mr. Franklin then joined Horizon Capital Bank, where Mr. Franklin raised sufficient capital to match the bank’s existing capital and took the position of President of Horizon Capital Bank. He served as President until the bank was sold to Cullen/Frost Bankers, Inc. in 2005. Mr. Franklin then started VB Texas, Inc. in November of 2006 as Chairman, President and Chief Executive Officer, serving until a merger of equals between VB Texas, Inc. and CBTX, Inc. in 2013. Mr. Franklin graduated from the University of Texas in 1977 with a B.B.A. in Finance. He is currently serving on the Board of Directors of Junior Achievement of Southeast Texas and previously served on the Board of Directors of the Texas Bankers Association. Mr. Franklin has actively served various charitable organizations over the years, along with serving on the Board of Directors of a local private school. Mr. Franklin adds financial services experience, especially lending, oil and gas expertise and asset liability management to the Company’s Board of Directors, as well as a deep understanding of the Company’s business and operations. Mr. Franklin also brings risk and operations management and strategic planning expertise to the Board of Directors, skills that are important as the Company continues to implement its business strategy and acquire and integrate growth opportunities.

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Michael A. Havard. Mr. Havard has served as a director of the Company since 2017 and is Chairman of the Company’s Compensation Committee and a member of the Company’s Audit Committee. He previously served as CBTX, Inc.’s Chairman of the Compensation Committee and a member of the Company’s Audit Committee and Corporate Governance. In addition, Mr. Havard served as a director of CommunityBank of Texas, N.A. beginning in 2007, and was a member of its Audit, Budget and Compensation and Funds Management Committees. Mr. Havard has been a practicing attorney since 1988 and he handles commercial litigation and complex business transactions and is a member of numerous professional organizations and societies, including the State Bar of Texas, American Institute of Certified Public Accountants, Texas Society of Certified Public Accountants and the Association of Trial Lawyers of America. Prior to his legal career, Mr. Havard was an auditor with a prominent national accounting firm and has been a licensed Certified Public Accountant since 1982. He also serves as a director of several private companies. Mr. Havard graduated from Lamar University in 1979 with a B.B.A. in Accounting and received his J.D. from the University of Houston Law Center in 1987. Mr. Havard’s prior experience as a Certified Public Accountant and auditor, which included performing audits for various banks in the Houston marketplace, as well as his experience as an attorney, qualify him to serve on the Company’s Board. His knowledge accumulated from serving on company’s Audit, Compensation, Corporate Governance and Nominating Committees as well as various bank committees which provide him with a unique perspective of the inner workings of the Company’s organization.

Frances H. Jeter. Ms. Jeter has served as a director of the Company since 2022 and is the Chairman of the Company’s Corporate Governance and Nominating Committee. She previously served as a director of Allegiance beginning in 2014 until the completion of the Merger. She has more than 25 years of experience in marketing, public affairs and business and nonprofit management. Ms. Jeter is a Partner and head of the Houston office for FGS Global, a strategic communications firm. Ms. Jeter previously served as Group Vice President of Internal and External Affairs for Spectra Energy. Before joining Spectra Energy, Ms. Jeter served as Chief Marketing Officer for Bracewell & Giuliani LLP and served as Vice President of Public Affairs for Duke Energy Gas Transmission, a predecessor company of Spectra Energy. She is a Life Trustee Emerita and a past Chair of the Board of Trustees of the Kinkaid School in Houston and a former Trustee of The Hockaday School in Dallas. She is the founding Chair of Houston’s The Fay School and is also a former member of the Board of Directors of the Greater Houston Community Foundation and St. Luke’s Episcopal Health Charities, among a number of other non-profit organizations. Ms. Jeter received a Bachelor of Arts degree from the University of North Carolina at Chapel Hill. Her extensive experience in the public company arena is leveraged to assist the organization in all areas of investor relations, governance and strategic communications. Her attention to detail and working knowledge of corporate and Board governance matters are well-suited to her participation on the Board and Corporate Governance and Nominating Committee.

Reagan A. Reaud. Mr. Reaud has served as a director of the Company since 2020 and is a member of the Company’s Risk Oversight Committee and Corporate Governance and Nominating Committee. He previously served as a director of CBTX, Inc. beginning in 2020, and in 2022, he began serving on CBTX, Inc.’s Audit Committee and the Compensation Committee. Mr. Reaud is the founder and CEO of Privateer Capital Management, LP which was formed in 2013. Privateer is a family-owned, multi-strategy investment company headquartered in Austin, Texas. He is also the founder and Chairman of the Lucena Group, which provides security and intelligence solutions to individuals and large corporations around the world. Mr. Reaud attended college at Washington and Lee University, where he studied European History, graduating Magna Cum Laude. After college, Mr. Reaud enrolled in the University of Texas School of Law, from which he received a J.D. with honors. He served as a law clerk to Justice Harriet O’Neill of the Texas Supreme Court. He then worked as a prosecutor for the Travis County Attorney’s Office. Mr. Reaud left his position as a prosecutor to attend the Wharton School of the University of Pennsylvania, where he earned an MBA with a double major in Finance and Strategic Management. Mr. Reaud sits on the Boards of three charitable foundations, The Reaud Foundation, the Beaumont Foundation of America, and the University of Texas Law School Foundation. He is also a trustee of the Austin Symphony, a member of Business Executives for National Security, and a Life Fellow of the American Bar Foundation. Mr. Reaud’s excellent credentials, Board-level experience, and knowledge of the Texas market enhances the Company’s risk management and assists in identifying and executing strategic business goals.

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Steven F. Retzloff. Mr. Retzloff serves as Senior Executive Chairman of Stellar Bank and Executive Chairman of Stellar Bancorp, Inc. He joined the Company in connection with the Merger in 2022. Mr. Retzloff previously served as Chairman of Allegiance Bank and CEO of Allegiance and was one of the organizers of the Bank. Mr. Retzloff has over 39 years of business experience and 30 years of Houston Banking experience. He served as a director of Sterling Bancshares, Inc., a publicly traded multi-billion dollar financial institution, and Sterling Bank from 1987 to 2006, including terms as Chairman of the Board of Sterling Bancshares from 1990 to 1992 and from 2004 to 2005. He is currently Chairman and Chief Executive Officer of Retzloff Industries, Inc. and is an advisory director to Pharos Capital Partners III. Prior to co-founding Allegiance Bank, Mr. Retzloff owned and managed Travis Body & Trailer, Inc., a nationwide manufacturer of specialized truck trailers. His past work experience also includes General Motors, Bristol Myers and Retzloff Capital Corporation. Mr. Retzloff received an Industrial Engineering degree from The Georgia Institute of Technology and a Master of Business Administration degree (with distinction) from the Babcock Graduate School of Management at Wake Forest University. Mr. Retzloff currently serves as a director of the Independent Bankers Association of Texas, Faith in Practice, The Open Door Mission, the Greater Houston Partnership and, since 2022, the Houston Food Bank also serving as a member of its finance committee. He also serves as Chairman of the Finance Committee for the Greater Houston Partnership. He previously served as Vice President of the Kinkaid School Investments Foundation and previously served as trustee of Pines Presbyterian Church and on the advisory Board for the Mays School Banking Program at Texas A&M University and Fuller Texas School of Theology. Mr. Retzloff’s significant experience as a director and officer of community banks and his extensive leadership skills qualify him to serve on our Board.

Executive Officers Who Are Not Also Directors

Okan I. Akin. Mr. Akin has over a 25-year career in the banking industry and he is currently serving as Senior Executive Vice President and Chief Risk Officer of Stellar Bank and Chief Risk Officer of Stellar Bancorp, Inc. Previously, he held the positions of President and Chief Risk Officer at Allegiance Bank and Executive Vice President and Chief Risk Officer at Allegiance. Mr. Akin’s banking career as an executive started when he joined Independence Bank in 2002 as Senior Credit Officer and was eventually promoted to President in 2009. Between 2010 and 2013, Mr. Akin also served as CEO of Independence Bank until joining Allegiance Bank following a merger. Mr. Akin has since assumed the roles of Regional President, Deputy Chief Credit Officer, and Chief Administration Officer at Allegiance Bank. Mr. Akin holds an MBA from the University of Houston and a Bachelor of Arts in Finance & Marketing from the same institution.

Paul P. Egge. Mr. Egge serves as Senior Executive Vice President and Chief Financial Officer of the Company and Stellar Bank. He previously served as Executive Vice President and Chief Financial Officer of Allegiance Bank and Allegiance prior to the completion of the Merger. He has over 20 years of financial services experience, mostly as an investment banker focused on providing strategic and capital markets advisory services to banks and specialty finance companies. Prior to joining Allegiance in 2016, he served as Director of Capital Planning and Corporate Development for Cadence Bank, a $9.4 billion asset regional bank at the time. He graduated cum laude with a bachelor’s degree in Economics and Finance from the College of William & Mary and holds an MBA from the Kellogg School of Management at Northwestern University.

Justin M. Long. Mr. Long serves as Senior Executive Vice President, General Counsel and Corporate Secretary of Stellar Bancorp, Inc. and Stellar Bank. He previously served as Senior Executive Vice President, General Counsel and Corporate Secretary of CommunityBank of Texas and CBTX, Inc. beginning April 2019. Mr. Long served as a partner at Norton Rose Fulbright US LLP from 2016 to 2019 where he represented financial institutions in corporate and regulatory matters, including the CBTX, Inc.’s initial public offering. Prior to joining Norton Rose Fulbright, he was a partner at Bracewell LLP where he represented financial institutions in corporate and regulatory matters. Mr. Long received a bachelor’s degree in Finance from the University of Texas and graduated from the University of Texas School of Law.

Ramon A. Vitulli, III. Mr. Vitulli serves as Chief Executive Officer of Stellar Bank and President of Stellar Bancorp. He previously served as Chief Executive Officer and director of Allegiance Bank and a director and President of Allegiance prior to the completion of the Merger. He has over 30 years of banking

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experience, getting his start as a loan review examiner at Charter National Bank in Houston, then moving to Sterling Bank until joining Allegiance Bank in 2007, prior to the bank’s opening. Mr. Vitulli serves on the Boards of Texas Bankers Association and CHRISTUS Foundation for HealthCare and previously served on the Board of the St. Pius X High School Foundation. He is a graduate of The University of Texas at Austin with a BBA in Finance.

Joe F. West. Mr. West serves as Senior Executive Vice President and Chief Credit Officer of Stellar Bank. He previously served as Senior Executive Vice President and Chief Credit Officer of CommunityBank of Texas since 2013. Mr. West joined CommunityBank of Texas in 2013 via the merger of CBTX, Inc. and Vista Bank Texas where he was Executive Vice President and Senior Credit Officer since 2006. Prior to Vista Bank Texas, Mr. West served as Senior Credit Officer at Horizon Capital Bank in Houston. In his capacity as Chief Credit Officer, he is responsible for loan asset quality, loan policy and the Bank’s loan approval process. Mr. West has over 40 years of experience in banking and graduated with a BBA in Accounting from Baylor University in 1978 and is a licensed Certified Public Accountant.

BOARD DIVERSITY DISCLOSURE

Board Diversity Matrix

We believe that it is important that our Board is composed of individuals reflecting the diversity of our employees, shareholders and the communities we serve. In recent years, our Corporate Governance and Nominating Committee has taken this priority to heart, and the diversity of our Board has grown. We provide the below enhanced disclosure regarding the diversity of our Board, utilizing the template in accordance with The Nasdaq Stock Market LLC’s (“Nasdaq”) Board diversity listing standards.

Board Diversity Matrix (As of April 24, 2023)
Total Number of Directors	14
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		1		12		—		1
Part II: Demographic Background
African American or Black		—		1		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		1		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		1		10		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—

SEC Form DEF 14A filed by CBTX Inc.