DEF 14A

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 Pursuant to §240.14a-12

Prosperity Bancshares, 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.

Prosperity Bank Plaza

4295 San Felipe

Houston, Texas 77027

NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, APRIL 16, 2024

Shareholders of Prosperity Bancshares, Inc.:

The 2024 Annual Meeting of Shareholders (the “Meeting”) of Prosperity Bancshares, Inc. (the “Company”) will be held at the East Lawn Board Room of Prosperity Bank at 80 Sugar Creek Center Boulevard, Sugar Land, Texas 77478, on Tuesday, April 16, 2024, beginning at 10:00 a.m. (local time), for the following purposes:

To elect five directors of Class II to serve on the Board of Directors of the Company until the Company's 2027 annual meeting of shareholders, and each until their successors are duly elected and qualified or until their earlier resignation or removal;

To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024;

To conduct an advisory (non-binding) vote regarding the compensation of the Company's named executive officers (Say-On-Pay); and

To transact such other business as may properly come before the Meeting or any adjournment thereof.

The close of business on February 26, 2024 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or at any adjournments thereof. A list of shareholders entitled to vote at the Meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of at least ten days prior to the Meeting.

By order of the Board of Directors,

David Zalman

Senior Chairman of the Board

March 14, 2024

Houston, Texas

Your Vote is Important.

You are cordially invited and urged to attend the Meeting. Whether or not you plan to attend the Meeting, please vote by completing, signing and dating the enclosed proxy card and promptly mailing it in the enclosed envelope or submit it via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card. The proxy is revocable in the manner described in the proxy statement at any time before it is exercised at the Meeting. If you attend the Meeting, you may vote in person if you wish, even if you have previously returned your proxy card or submitted your vote via the Internet or by telephone.

TABLE OF CONTENTS


		Page
ABOUT THE MEETING		2
ITEM 1. ELECTION OF DIRECTORS		7
	Election Procedures; Term of Office	7
	Skills Matrix	8
	Nominees for Election	9
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS		11
	Executive Officers of the Company	13
CORPORATE GOVERNANCE		15
	Board Leadership Structure	15
	Meetings of the Board	15
	Executive Sessions of the Board	15
	Board Oversight of Risk Management	15
	Committees of the Board	16
	Governance Features and Enhancements	18
	Director Nominations Process	19
	Communications with Directors	21
	Director Attendance at Annual Meeting	21
	Code of Ethics	21
	Director Independence	21
	Environmental and Social Practices	22
DIRECTOR COMPENSATION		24
EXECUTIVE COMPENSATION AND OTHER MATTERS		26
	Compensation Discussion and Analysis	26
	Board Compensation Committee Report on Executive Compensation	32
	Summary Compensation Table	33
	Grants of Plan-Based Awards	35
	Outstanding Equity Awards	36
	Stock Vested	37
	Potential Payments upon Termination or Change in Control	37
	CEO Pay Ratio Disclosure	41
	Compensation Committee Interlocks and Insider Participation	41
	Pay versus Performance	42
AUDIT COMMITTEE REPORT		46
FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		47
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		48
BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT OF THE COMPANY AND PRINCIPAL SHAREHOLDERS		49
ITEM 2. PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		51
ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION		52
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING		53
COSTS OF PROXY SOLICITATION		54
ANNUAL REPORT ON FORM 10-K		54
OTHER MATTERS		54

Prosperity Bank Plaza

4295 San Felipe

Houston, Texas 77027

PROXY STATEMENT

FOR

2024 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, APRIL 16, 2024

Unless the context otherwise requires, references in this Proxy Statement to “we,” “us,” “our,” “our company,” “the Company” or “Prosperity” refer to Prosperity Bancshares, Inc., a Texas corporation, and its consolidated subsidiaries as a whole; references to the “Bank” refer to Prosperity Bank (a wholly-owned subsidiary of Prosperity Bancshares, Inc.). In addition, unless the context otherwise requires, references to “shareholders” are to the holders of our voting securities, which consist of Prosperity Bancshares, Inc. common stock, par value $1.00 per share (“Common Stock”).

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2024 Annual Meeting of Shareholders of the Company to be held at the East Lawn Board Room of Prosperity Bank at 80 Sugar Creek Center Boulevard, Sugar Land, Texas, on Tuesday, April 16, 2024, beginning at 10:00 a.m. (local time), and any adjournments thereof (the “Meeting”) for the purposes set forth in this Proxy Statement and the accompanying Notice of 2024 Annual Meeting of Shareholders (the “Notice of Meeting”). This Proxy Statement, the Notice of Meeting and the enclosed proxy will first be sent to shareholders on or about March 14, 2024.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, APRIL 16, 2024

Pursuant to rules promulgated by the Securities and Exchange Commission (“SEC”), the Company is providing access to its proxy materials both by sending you this full set of proxy materials and by notifying you of the availability of its proxy materials on the Internet. You may access the following information at https://www.proxydocs.com/PB, which does not have “cookies” that identify visitors to the site:

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Notice of 2024 Annual Meeting of Shareholders to be held on Tuesday, April 16, 2024;

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Proxy Statement for 2024 Annual Meeting of Shareholders to be held on Tuesday, April 16, 2024;

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Form of Proxy; and

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Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

ABOUT THE MEETING

What is the purpose of the Meeting?

At the Meeting, shareholders will act upon the matters outlined in the Notice of Meeting, including the following:

to elect five directors of Class II to serve on the Board of Directors of the Company until the Company's 2027 annual meeting of shareholders, and each until their successors are duly elected and qualified or until their earlier resignation or removal;

to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2024;

to conduct an advisory (non-binding) vote regarding the compensation of the Company's named executive officers (“Say-On-Pay”); and

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

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 of your shares are voted, or submit your proxy or voting instructions via the Internet or by telephone pursuant to the instructions provided on the enclosed proxy card.

What is the record date and what does it mean?

The record date to determine the shareholders entitled to notice of and to vote at the Meeting is the close of business on February 26, 2024 (the “Record Date”). The Record Date is established by the Board as required by Texas law. On the Record Date, 93,529,541 shares of Common Stock were outstanding.

Who is entitled to vote at the Meeting?

Holders of Common Stock at the close of business on the Record Date may vote at the Meeting.

What are the voting rights of the shareholders?

Each holder 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 Meeting. The Company’s articles of incorporation prohibit cumulative voting.

The holders of at least a majority of the outstanding shares of Common Stock must be represented at the Meeting, in person or by proxy, in order to constitute a quorum for the transaction of business. At any meeting of the Company’s shareholders, whether or not a quorum is present, the chairman of the meeting or the holders of a majority of the issued and outstanding Common Stock, present in person or represented by proxy and entitled to vote at the Meeting, may adjourn the Meeting from time to time without notice or other announcement.

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with Computershare Investor Services, Inc., the Company’s stock transfer agent, you are considered the shareholder of record with respect to those shares. The Proxy Statement and proxy card have been sent directly to you by Computershare at the Company’s request. On the Record Date, the Company had 4,710 holders of record.

If your shares are held in a stock 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 and proxy card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

How do I vote my shares?

If you are a record holder, you may vote your Common Stock:

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in person at the Meeting;

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by proxy;

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by calling 1-800-652-VOTE (8683) using a touch-tone telephone and following the instructions for telephone voting as provided on the call; or

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by going to the website www.investorvote.com/PB and following the instructions at that website.

To vote in person, you must attend the Meeting and obtain and submit a ballot. The ballot will be provided at the Meeting. To vote by proxy, you must mark, sign, date and promptly return the enclosed proxy card in the postage-paid envelope or submit it by telephone or by using the Internet website above.

By completing and submitting a proxy, you will direct the designated persons (known as “proxies”) to vote your Common Stock at the Meeting in accordance with your instructions. The Board has appointed David Zalman and H.E. Timanus, Jr. to serve as the proxies for the Meeting.

The Company must receive your proxy card no later than the time the polls close for voting at the Meeting for your vote to be counted at the meeting. Please note that telephone and Internet voting will close at 11:59 p.m., Central Time, on April 15, 2024; however, internet and telephone voting for participants in the Company’s 401(k) Profit Sharing Plan will close at 11:59 p.m., Central Time, on April 11, 2024.

Voting your shares by proxy will enable your shares of Common Stock to be represented and voted at the Meeting if you do not attend the Meeting and vote your shares in person.

If you complete all of the proxy card except for one or more of the voting instructions, then the designated proxies will vote your shares “FOR” each proposal as to which you provide no voting instructions. We do not anticipate that any other matters will come before the Meeting, but if any other matters properly come before the Meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment.

If you hold your shares in “street name,” your bank, broker or other nominee should provide to you a voting instruction card along with the Company’s proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you complete the voting instruction card except for one or more of the voting instructions, then your broker will be unable to vote your shares with respect to the proposal as to which you provide no voting instructions, except that the broker has the discretionary authority to vote your shares with respect to the ratification of the appointment of Deloitte & Touche LLP (Item 2). Alternatively, if you want to vote your shares in person at the Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a shareholder is not the same as a nominee-issued proxy. If you fail to bring a nominee-issued proxy to the Meeting, you will not be able to vote your nominee-held shares in person at the Meeting.

How do I vote shares held in the Prosperity Bancshares, Inc. 401(k) Profit Sharing Plan?

If you are a participant in the Prosperity Bancshares, Inc. 401(k) Profit Sharing Plan (the “401(k) Plan”), the enclosed proxy/voting instruction card will also serve to instruct Fidelity Management Trust Company (“Fidelity”), the trustee of the 401(k) Plan, how to vote shares credited to your account under the 401(k) Plan. Instructions received from 401(k) Plan participants are held in confidence and will not be divulged by Fidelity. For any shares credited to 401(k) Plan participant accounts for which Fidelity does not receive participant direction by 11:59 p.m., Central Time, on April 11, 2024, Fidelity will not vote such shares. Please note that you may not vote 401(k) Plan shares at the meeting. In order to vote these shares, you should follow the directions on the card by the deadline above.

Who counts the votes?

The Company will appoint one or more employees of the Company to serve as Inspector of Election for the Meeting. Computershare Investor Services, Inc. will independently tabulate affirmative votes, negative votes, and abstentions.

Can I vote my shares in person at the Meeting?

Yes. If you are a shareholder of record, you may vote your shares at the Meeting by completing a ballot at the Meeting.

If you hold your shares in “street name,” you may vote your shares at the Meeting only if you obtain a proxy issued by your bank, broker or other nominee giving you the right to vote the shares as discussed above.

Even if you currently plan to attend the Meeting, we recommend that you also submit a proxy or voting instructions as described above so that your votes will be counted if you later decide not to attend the Meeting or are unable to attend.

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 each of the other proposals, you may vote for the proposal, against the proposal or abstain from voting on the proposal.

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

The Board recommends that you vote your shares as follows:

Item 1—FOR the election of each nominee for director;

Item 2—FOR the ratification of the appointment of Deloitte & Touche LLP; and

Item 3—FOR the advisory, non-binding Say-On-Pay resolution.

What if I do not specify how I want my shares voted?

If you are a record holder who submits a proxy 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 the following manner:

Item 1—FOR the election of each nominee for director;

Item 2—FOR the ratification of the appointment of Deloitte & Touche LLP; and

Item 3—FOR the advisory, non-binding Say-On-Pay resolution.

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, except that the nominee will have discretion to vote on the ratification of Deloitte & Touche LLP (Item 2).

Can I change my vote?

Yes. If you are a record holder, you may revoke your proxy at any time before it is voted at the Meeting by any of the following means:

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attending the Meeting and voting your shares by ballot;

Please note that your attendance at the Meeting will not, by itself, revoke a proxy; you must also vote your shares by ballot at the Meeting.

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completing and submitting to the Secretary of the Company a new valid proxy prior to the Meeting bearing a later date;

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delivering written notice of revocation to the Company addressed to denise Urbanovsky, Secretary, at the Company’s address below, which notice must be received before 5:00 p.m., Houston Time, on April 15, 2024; or

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

All written notices of revocation and other communications with respect to revocation or proxies should be sent to: Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027, Attention: denise Urbanovsky, Secretary.

If you are a “street name” holder, contact your bank, broker or other nominee so that they can provide instructions explaining how you may change or revoke your voting instructions.

What percentage of the vote is required to elect each director nominee?

Assuming the presence of a quorum, the five Class II director nominees who receive the most votes from the holders of the shares of our Common Stock for their election will be elected — i.e., the affirmative vote of the holders of a plurality of the shares of Common Stock voting at the Meeting is required for the election of the director nominees (Item 1).

However, in an uncontested election, any nominee for election who receives a greater number of “withhold” votes than votes “for” election will promptly tender to the Board his or her offer of resignation. If such an event were to occur, the Nominating and Corporate Governance Committee of the Board will consider the resignation offer and make a recommendation to the Board whether to accept or reject the resignation offer based on all factors it deems relevant. The Board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following certification of the shareholder vote.

What percentage of the vote is required to approve the other proposals?

The ratification of Deloitte & Touche LLP’s appointment as the Company’s independent registered public accounting firm (Item 2) and the approval of the advisory, non-binding resolution on Say-On-Pay (Item 3) will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote and present in person or represented by proxy at the Meeting.

What are broker non-votes and how are broker non-votes and abstentions treated?

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 only with respect to the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (Item 2). 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 Company’s Board (Item 1) or the advisory, non-binding vote regarding the Say-On-Pay resolution (Item 3). If you hold shares in street name and do not provide voting instructions to your broker, those shares will be counted as broker non-votes for all non-routine matters.

The effect of broker non-votes and abstentions are as follows:

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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 since broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum, but are not counted as votes cast at the Meeting.

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The vote on the Say-on-Pay resolution is considered a non-routine matter and, as such, broker non-votes will be deemed shares not present to vote on this matter, will not count as votes for or against this proposal and will not be included in calculating the number of votes necessary for approval of such matter.

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No broker non-votes are expected to occur in connection with the proposal to ratify the appointment of the independent registered public accounting firm since it is considered a routine matter and a broker or other nominee may generally vote on routine matters.

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Any abstentions will have the effect of a vote against the proposals to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm and the Say-On-Pay vote.

Do I have any dissenters’ or appraisal rights with respect to any of the matters to be voted on at the Meeting?

No. None of our shareholders has any dissenters’ or appraisal rights with respect to the matters to be voted on at the Meeting.

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

Our Board is asking for your proxy and we will pay all of the costs of soliciting shareholder proxies. We may use officers and employees of the Company to ask for proxies, as described below.

Is this Proxy Statement the only way that proxies are being solicited?

No. In addition to the solicitation of proxies by use of the mail, if deemed advisable, directors, officers and regular employees of the Company may solicit proxies personally or by telephone or other means of communication, without being paid additional compensation for such services. This proxy solicitation is made by the Board and the cost of this solicitation is being borne by the Company. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expense in forwarding the proxy materials to beneficial owners of the Company’s Common Stock.

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

Management does not intend to present any business at the Meeting for a vote other than the matters set forth in the Notice of Meeting and 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 presented at the Meeting for which advance notice was not received by the Company in accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”). If other matters requiring a vote of the shareholders properly come before the 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 intends to publish the voting results in a current report on Form 8-K, which it expects to file with the SEC within four business days following the Meeting.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement and the documents we refer to in this Proxy Statement. If you have any questions, or need additional material, please write to Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027, Attn: denise Urbanovsky or call (281) 269-7199 and ask for denise Urbanovsky.

ITEM 1.

ELECTION OF DIRECTORS

Election Procedures; Term of Office

The size of the Board is currently set at fourteen members, with fourteen directors presently serving. In accordance with the Company's Bylaws, members of the Board are divided into three classes, Class I, Class II and Class III. The members of each class are elected for a term of office to expire at the third succeeding annual meeting of shareholders following their election. The term of office of the current Class II directors expires at the Meeting. The terms of the Class I and Class III directors expire at the annual meeting of shareholders in 2026 and 2025, respectively.

The Nominating and Corporate Governance Committee (the “Governance Committee”) has recommended to the Board, and the Board has approved, the nomination of James A. Bouligny, W. R. Collier, Dr. Laura Murillo, Robert Steelhammer and H. E. Timanus, Jr. as Class II directors. The five Class II nominees, if elected at the Meeting, will serve until the annual meeting of shareholders in 2027.

If all nominees director are elected at the Meeting, the composition of the Board will be four Class I directors, five Class II directors and five Class III directors. Proxies cannot be voted for a greater number of persons than the number of nominees named.

The five Class II nominees receiving the affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Meeting will be elected. However, the Company’s Bylaws provide that, in an uncontested election, any nominee for election who receives a greater number of “withhold” votes than votes “for” election will promptly tender to the Board his or her offer of resignation. If such an event were to occur, the Governance Committee will consider the resignation offer and make a recommendation to the Board whether to accept or reject the resignation offer based on all factors it deems relevant, including the stated reasons, if any, why shareholders withheld their votes from the director, the length of service and qualifications of the director, the director’s contributions to the Company and potential adverse consequences of the resignation (such as failure to comply with the listing standards of the New York Stock Exchange (“NYSE”) and SEC rules and regulations). The Board will act on the Governance Committee’s recommendation within 90 days following certification of the shareholder vote.

Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, and unless the proxy specifies otherwise, 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. All of the nominees have consented to being named herein and to serve if elected.

Any director vacancy occurring after the election may be filled by a majority vote of the remaining directors, even if the remaining directors constitute less than a quorum of the full Board. In accordance with the Company's Bylaws, a director appointed to fill a vacancy will be appointed to serve until the next annual meeting of shareholders held for the election of directors, regardless of whether the class of director in which he or she serves is to be elected at such annual meeting.

Skills Matrix

The biography of each of the director nominees, continuing directors and executive officers set forth below contains information regarding the person's service as a director and/or executive officer, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Governance Committee and the Board to determine that the person should serve as a director.

The following matrix provides information regarding the members of the Board, including certain types of knowledge, skills, experiences and attributes that the Board believes are relevant to the Company’s business or industry. The matrix does not encompass all of the knowledge, skills, experiences or attributes of the directors, and the fact that a particular knowledge, skill, experience or attribute is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill, experience or attribute with respect to any of the directors does not mean the director in question is unable to contribute to the decision-making process in that area. The type and degree of knowledge, skill and experience listed below may vary among the members of the Board.

Nominees for Election

The following table sets forth the name, age and position with the Company for each nominee for election as a director of the Company:


Name	Age	Positions with the Company and the Bank
James A. Bouligny	88	Class II Director of the Company
W. R. Collier	85	Class II Director of the Company; Senior Chairman of West Texas Area of the Bank
Laura Murillo	57	Class II Director of the Company
Robert Steelhammer	82	Class II Director of the Company
H. E. Timanus, Jr.	79	Class II Director and Chairman of the Company; Director, Chairman of the Board and Chief Operating Officer of the Bank

James A. Bouligny. Mr. Bouligny has been a director of the Company since 1991. Mr. Bouligny was a named partner in the El Campo law firm of Duckett, Bouligny & Collins, LLP prior to 2007 and is currently Of Counsel to the firm. Mr. Bouligny received a Bachelor of Business Administration degree and a Juris Doctor degree from the University of Texas. Mr. Bouligny's civic activities include a 25-year tenure as a member of the Board of Trustees of Wharton County Junior College and an 18-year tenure as City Attorney for El Campo, Texas. He is currently a member of the MG and Lillie Johnson Foundation, a trustee of the St. Philip Catholic School Endowment, and a director of Mid Coast Title. The Company believes Mr. Bouligny's qualifications to serve as a director include his legal background and his years of experience as a director of the Company.

W.R. Collier. Mr. Collier joined the Company as a Class II Director and as Senior Chairman for the West Texas Area of the Bank upon completion of the merger of American State Financial Corporation into the Company on July 1, 2012. Mr. Collier began his career with American State Bank in 1959, starting as a teller and rising to become President and Chief Executive Officer in 1974 and then on to Chief Executive Officer and Chairman of American State Financial Corporation in 1988. Mr. Collier graduated with a Bachelor of Science degree from Texas Technological College, now Texas Tech University, in 1961. He also graduated from the Southwestern Graduate School of Banking at Southern Methodist University in Dallas. Active in the Lubbock community, Mr. Collier was a member of the Executive Committee of the Texas Tech University Foundation and served on the President’s Council of both Texas Tech University and Lubbock Christian University. He was a board member of the Independent Bankers Association of Texas and served on both the Government Relations Council and the Deposit Insurance Reform Committee of the American Bankers Association, where he is also a former State Vice President for the Texas division. The Company believes Mr. Collier’s qualifications to serve as a director include his extensive professional experience and involvement in the banking industry, his leadership of American State and his dedication to the Lubbock community.

Dr. Laura Murillo. Dr. Murillo was appointed a director of the Company in October 2022. Dr. Murillo has served as the President and CEO of the Houston Hispanic Chamber of Commerce since 2007. From 2003 to 2007, Dr. Murillo served as an executive and oversaw fundraising, capital campaign development and international services, among other areas, for the Memorial Hermann Healthcare System. Prior to 2003, Dr. Murillo served as a University of Houston executive for 14 years in a variety of roles, including University Advancement for the School of Business and University Recruitment and Retention of Minorities. Dr. Murillo currently serves on the Federal Reserve System’s Community Advisory Council, which reports to the Board of Governors, the Federal Reserve Bank of Dallas Business and Community Advisory Council, the Houston-Harris County Sports Authority Foundation and the MD Anderson Cancer Center Board of Visitors, among other organizations. She is the author of LEAD IN LIFE, People. Passion. Persistence: Success in the New Era of Diversity, Equity and Inclusion. Dr. Murillo was recommended as a director candidate by the Company’s Chief Executive Officer, Mr. Zalman, based on recommendations from local bankers and business contacts. The Company believes Dr. Murillo’s qualifications to serve as a director include her years of experience as an executive and her knowledge of and service to the Houston community.

Robert Steelhammer. Mr. Steelhammer has been a director of the Company since its inception in 1983. Mr. Steelhammer has been a named partner with Steelhammer & Miller, P.C. in Houston for over thirty years. Mr. Steelhammer filed for Chapter 11 Reorganization personal bankruptcy in January 2018 as a result of a debt originated and held at another bank created by a company that supplied oil field equipment in which Mr.

Steelhammer was a partial owner and guarantor. Mr. Steelhammer’s Plan of Reorganization was confirmed on February 11, 2019. He received a Bachelor of Science degree from the University of Texas and a Juris Doctor degree from South Texas College of Law. He is a member of the State Bar of Texas, a registered professional engineer for the State of Texas and a member of the American Institute of Chemical Engineers. The Company believes Mr. Steelhammer's qualifications to serve as a director include his legal, financial and investing experience and role as a director of the Company from its inception.

H. E. Timanus, Jr. Mr. Timanus has been a director of the Company and the Bank since 2001. He is currently Chairman of the Company and Chairman and Chief Operating Officer of the Bank. He has served as Chief Operating Officer of the Bank since 2001 and was named Chairman of the Board of the Bank in 2005. Mr. Timanus became an Executive Vice President and the Chief Operating Officer of the Company in 2001 and served in that capacity until 2006 when he became Vice Chairman of the Company and thereafter, became Chairman of the Company in 2019. From 1986 to 2001, Mr. Timanus served as President and Chief Executive Officer of Commercial Bancshares, Inc. and from 1988 to 2001, he served as Chief Executive Officer and Chairman of Heritage Bank. Mr. Timanus also served as a director of Financial Federal Corporation, a financial services company listed on the NYSE, until the sale of the company in 2010. The Company believes Mr. Timanus' qualifications to serve as a director of the Company include his prior experience as President and CEO of Commercial Bancshares, Inc. and his continuing role and experience with the Company.

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 I and Class III directors whose terms of office do not expire at the Meeting, and the executive officers of the Company who are not also directors:


Name	Age	Positions with the Company and the Bank
Directors:

Kevin J. Hanigan	67	Class I Director, President and Chief Operating Officer of the Company; Director and President of the Bank
William T. Luedke IV	71	Class I Director of the Company
Perry Mueller, Jr.	90	Class I Director of the Company
Harrison Stafford II	82	Class I Director of the Company
Ileana Blanco	64	Class III Director of the Company
Leah Henderson	57	Class III Director of the Company
Ned S. Holmes	79	Class III Director of the Company
Jack Lord	82	Class III Director of the Company
David Zalman	67	Class III Director, Senior Chairman of the Board and Chief Executive Officer of the Company; Director, Senior Chairman of the Board and Chief Executive Officer of the Bank

Executive officers who are not also directors:

J. Mays Davenport	56	Executive Vice President and Director of Corporate Strategy of the Company; Director, Senior Executive Vice President and Director of Corporate Strategy of the Bank
Robert J. Dowdell	67	Executive Vice President of the Company; Senior Executive Vice President of the Bank
Randy Hester	65	Executive Vice President of the Company; Senior Executive Vice President and Chief Lending Officer of the Bank
Asylbek Osmonov	43	Chief Financial Officer of the Company and the Bank
Charlotte M. Rasche	59	Executive Vice President and General Counsel of the Company; Senior Executive Vice President and General Counsel of the Bank
Edward Z. Safady	66	Advisory Director and Vice Chairman of the Company; Director and Vice Chairman of the Bank

Kevin J. Hanigan. Mr. Hanigan joined the Board of Directors of the Company on November 1, 2019 in connection with the LegacyTexas merger. Mr. Hanigan also serves as President and Chief Operating Officer of the Company and President of the Bank. Mr. Hanigan previously served as a director and Chief Executive Officer of LegacyTexas and LegacyTexas Bank, positions he held since the completion of the Highlands Bank acquisition with and into LegacyTexas in April 2012. Prior to that, Mr. Hanigan was the Chairman and Chief Executive Officer of Highlands Bank, serving in those roles since 2010. Prior to joining Highlands Bank, Mr. Hanigan was employed by Guaranty Bank starting in 1996, serving in numerous capacities including Chief Lending Officer, Executive in charge of Retail Banking, and finally as Chairman and Chief Executive Officer of Guaranty Bank and its parent company, Guaranty Financial Group, Inc. (which filed for bankruptcy in August 2009). Mr. Hanigan began his career with Bank of the Southwest in Houston in June 1980. He earned his undergraduate degree and Master of Business Administration from Arizona State University. Mr. Hanigan serves on the Board of Directors of Goodwill Industries of Dallas and the Dallas Citizen’s Council. The Company believes Mr. Hanigan’s qualifications to serve as a director include his over 37 years of experience working in the banking industry in Texas, serving as chief executive officer of several institutions and his deep understanding of the Dallas-Ft. Worth banking market and issues facing the banking industry.

William T. Luedke IV. Mr. Luedke has been a director of the Company since April 2014. On December 31, 2019, Mr. Luedke completed his voluntary partner phase down program and retired from Bracewell LLP, where he had practiced for over 35 years representing numerous financial institutions in corporate finance, mergers and acquisitions and regulatory matters. He received a Bachelor of Arts degree from Williams College and a Juris Doctor degree from Vanderbilt University School of Law. He is a graduate of Wayland Academy, a college

preparatory school in Beaver Dam, Wisconsin, and currently serves on its Board of Trustees, after serving as the Chairman of its Board of Trustees from 2012 to 2017. Mr. Luedke currently serves as a Director and member of the executive committee of the Independent Schools Chairpersons Association. The Company believes Mr. Luedke's qualifications to serve as a director include his many years of legal experience and service as an advisor to the Company and other financial institutions.

Perry Mueller, Jr., D.D.S. Dr. Mueller was appointed a director of the Company in November 2001. Dr. Mueller, a dentist, has been in private practice in Lake Jackson, Texas for over fifty years. He completed his pre-dental education from the University of Texas and graduated with honors from the University of Texas Dental Branch in the Texas Medical Center. He was one of the original founders of First National Bank in Lake Jackson, Texas and served as Vice Chairman of the Board of that bank from 1963 until 2002. Dr. Mueller was a founder of the Brazosport Day Care Center, a life member of Optimist International, a past officer of the Kiwanis Club and Rotary International and has served as a dental missionary in Haiti, Africa, Mexico and South Korea. Dr. Mueller's interest in banking goes back to his father being in the banking industry for approximately sixty-five years before retiring. Dr. Mueller is the father-in-law of David Zalman. The Company believes Dr. Mueller's qualifications to serve as a director include his many years of service and involvement with First National Bank in Lake Jackson, Texas, and the Company.

Harrison Stafford II. Judge Stafford became a director of the Company in April 2000. Now retired, he served as the County Judge for Jackson County, Texas, from January 1991 through December 2010. He also served as Jackson County Auditor from 1972 to 1990. Judge Stafford received a Bachelor of Business Administration degree and a Juris Doctor degree from the University of Texas. He also holds a Master’s degree in Finance from the Wharton School of the University of Pennsylvania. He currently serves as Treasurer of the Jackson County Historical Commission and Treasurer of the Texana Museum and Library Association. Judge Stafford also has previously served as a senior warden of Trinity Episcopal Church and as Chairman of the Lavaca Regional Water Planning Group. The Company believes Judge Stafford's qualifications to serve as a director include his auditing and legal experience and his long term involvement as a director of the Company.

Ileana Blanco. Ms. Blanco was appointed a director of the Company in October 2022. Ms. Blanco has had extensive experience with financial institutions and in leadership positions throughout her career. For over 35 years she represented banks in complex commercial litigation and counseled their officers and directors. Ms. Blanco currently serves as Disputes Training, National Leader at global law firm DLA Piper. Ms. Blanco was one of the founders of the Houston office of DLA Piper and served as its managing partner for eight years. Before that, she was a partner at Bracewell LLP, and served on its Management Committee. A champion for diversity, Ms. Blanco served two terms as the President of the Houston Association of Women Attorneys and is currently a director on the Hispanic Bar Association of Houston. As a certified mediator, Ms. Blanco volunteers with the Harris County Disputes Resolution Center to help pro bono litigants settle their disputes. Ms. Blanco was recommended as a director candidate by Mr. Zalman, the Company’s Chief Executive Officer. The Company believes Ms. Blanco’s qualifications to serve as a director include her many years of legal experience representing financial institutions and her service as an office managing partner of a law firm.

Leah Henderson. Ms. Henderson became a director of the Company in April 2007. Prior to being appointed to the Board of the Company, she served as a director of the Bank since 2002. Prior to serving on the Board of the Bank, she was a director of Paradigm Bancorporation, Inc. and its member bank, Paradigm Bank Texas, which merged into the Bank in 2002. In 2015, Ms. Henderson retired as Executive Vice President of Sales for PULSE, a Discover Financial Services LLC company and operator of the PULSE electronic funds network, where she had worked for twenty-five years and was part of the executive management team for over eight years. Ms. Henderson received a Bachelor of Business Administration from Stephen F. Austin State University. The Company believes Ms. Henderson's qualifications to serve as a director include her extensive experience in the financial services industry, through her service on the boards of directors of Paradigm Bancorporation, Inc. and the Company and as an executive officer of PULSE.

Ned S. Holmes. Mr. Holmes became Chairman of the Board of the Company in February 2001 and served in that capacity until April 2006. Prior to the merger of Commercial Bancshares, Inc. into the Company in 2001, he served as Chairman of the Board of Commercial Bancshares since 1991 and as a director of Commercial Bancshares since 1979. Mr. Holmes was born in Houston, Texas and served as the President of Commercial Bancshares from 1979 to 1986. In 1991, Mr. Holmes was named Senior Chairman of the Board of Heritage Bank. From 1980

through December 31, 2005, Mr. Holmes served as Chairman of the Board and President of Parkway Investments/Texas, Inc. and managed his Houston-based real estate assets, the San Diego Princess Hotel and other special real estate projects. Mr. Holmes is affiliated with NH-5, Inc. and since 1976 has served as Chairman and Chief Executive Officer of Ned S. Holmes Investments, Inc. Mr. Holmes is the Chairman Emeritus of the Greater Houston Partnership. Mr. Holmes served as a director of the Memorial Hermann Hospital System, Baylor College of Medicine, University of Texas M.D. Anderson Cancer Center, Gulf Coast Rail District, Coastal Coordination Council and Transportation Transformation Group. He was appointed to the Texas Transportation Commission in January 2007 and served until June 2012. The Company believes Mr. Holmes's qualifications to serve as a director include his many years of experience as Chairman of Prosperity Bancshares, Inc. and Commercial Bancshares, Inc., as well as his years of service in the public sector.

Jack Lord. Mr. Lord has been a director of the Company since April 2016 and had previously served as a director of the Bank since 1995. Mr. Lord is a retired shareholder of the Houston accounting firm of Harper & Pearson Co., PC. With more than forty-five years as a CPA, he has accumulated a wide variety of experience in several industries including oil and gas, manufacturing, banking, retail and service. In addition to building and managing a public accounting firm, he has held several financial and executive positions in various small businesses. He earned a Bachelor of Arts degree with High Honors from the University of Texas at Austin and a Masters of Business Administration from Oklahoma City University, as well as the designation of Certified Public Accountant. Mr. Lord is a member of the Texas Society of CPAs and the American Institute of CPAs. Mr. Lord’s community service and honors include Rotary Club of Houston - Past President and Director; Greater Heights Area Chamber of Commerce - Past Director; Citizens Against Lawsuit Abuse – Trustee; “C” Club; MENSA; Harris County Department of Education – Trustee; University of Houston, Downtown - College of Business Advisory Board; and Rotary Club of Houston Foundation – Trustee. The Company believes Mr. Lord’s qualifications to serve as a director include his wide experience in a variety of businesses, his education and training as a Certified Public Accountant and his years of banking experience as a director of the Bank.

David Zalman. Mr. Zalman is a director and the Senior Chairman of the Board and Chief Executive Officer of the Company and the Bank. He joined the Bank as President in 1986, became Chairman of the Board and Chief Executive Officer in 2001 and Senior Chairman and Chief Executive Officer in 2005. Mr. Zalman became a director and Vice President/Secretary of the Company in 1987, President in 2000, President and Chief Executive Officer in 2001 and Chairman of the Board and Chief Executive Officer in 2006, and in 2019 became Senior Chairman and Chief Executive Officer. From 1978 to 1986, Mr. Zalman was employed by Commercial State Bank in El Campo, beginning as cashier and rising to become Chief Executive Officer. Mr. Zalman received a Bachelor of Business Administration degree from the University of Texas at Austin in 1978. He currently serves as the 11th District representative on the Federal Advisory Council to the Board of Governors of the Federal Reserve System in Washington D.C. and served on the Board of Directors of the Dallas Federal Reserve Bank, Houston Branch, from 2016 to 2021. He was a founding principal of New ICM LP, a manufacturer and distributor of children's clothing to national and international companies, and served as a partner and director from 1999 to 2017. He has served as a member of the El Campo City Council and is a current Trustee of the St. Philip Catholic School Endowment Fund, as well as on various other civic clubs and charitable organizations. Mr. Zalman is the son-in-law of Perry Mueller, Jr., D.D.S. The Company believes Mr. Zalman's qualifications to serve as a director of the Company include his years of banking experience and his proven leadership in the success of the Company.

Executive Officers of the Company

J. Mays Davenport. Mr. Davenport joined the Company on November 1, 2019 in connection with the LegacyTexas merger. Mr. Davenport serves as Executive Vice President and Director of Corporate Strategy of the Company and the Bank and as a member of the Bank’s Board of Directors. Mr. Davenport previously served as Executive Vice President, Chief Financial Officer, of LegacyTexas and LegacyTexas Bank, positions he held since the completion of the ViewPoint Financial Group, Inc. acquisition of LegacyTexas in January 2015. Prior to that, Mr. Davenport served as Executive Vice President, Corporate Development, of LegacyTexas Bank since December 2004. During that time, he served as a Director of LegacyTexas Title and LegacyTexas Insurance Services. Prior to joining LegacyTexas, Mr. Davenport spent the first fourteen years of his career in the practice of public accountancy with Arthur Andersen, Grant Thornton, Fisk & Robinson and RSM McGladrey. Mr. Davenport is a licensed Certified Public Accountant in the State of Texas. Mr. Davenport is a Magna Cum Laude graduate of Texas A&M University with a B.B.A. in Finance and Accounting.

Robert J. Dowdell. Mr. Dowdell joined the Bank in 2008 when he served as President of the River Oaks Banking Center and, in 2009, became Regional President of the Houston Area. In 2015, he was promoted to Executive Vice President of the Company and the Bank. In March 2018, Mr. Dowdell assumed additional operational duties and in April 2018, he was also appointed to the Executive Committee. Prior to joining the Bank, he worked for the predecessor of First Republic Bank of Texas as a Vice President Commercial Lending and Operations Manager from 1978 to 1988. From 1988 to 2008, he was Senior Vice President of large commercial lending at Compass Bank, Houston. Mr. Dowdell has a Bachelor of Business degree from Baylor University and is a graduate of The Southwestern Graduate School of Banking at Southern Methodist University.

Randy Hester. Mr. Hester joined the Bank in 1991 as Banking Center President. He has served as Chief Lending Officer since August 2001. Prior to joining the Bank, Mr. Hester worked from 1978 to 1984 for Windsor Park Bank in San Antonio as a Consumer Lender. From 1984 to 1989, he was a Commercial Lender for First National Bank in Kerrville. From 1989 to 1990, he was a Commercial Lender for the Bank of Kerrville and from 1990 to 1991 was President and served on the board of directors for Texas Premier Bank. Mr. Hester attended University of Texas - San Antonio.

Asylbek Osmonov. Mr. Osmonov has been the Company's Chief Financial Officer since June 14, 2019 and served as Interim Chief Financial Officer from April 1 to June 14, 2019. Prior to that, Mr. Osmonov was the Bank’s Chief Accounting Officer since September 2013. Prior to joining the Company, Mr. Osmonov was an audit senior manager at Deloitte LLP, where he worked from 2004 to 2013. While at Deloitte, he focused on the financial services and oil and gas industries. Mr. Osmonov is a Certified Public Accountant. Mr. Osmonov received his Bachelor of Accountancy from the University of Mississippi and Masters of Professional Accounting from the University of Texas at Austin.

Charlotte M. Rasche. Ms. Rasche joined the Company and the Bank as Executive Vice President in the Legal Department on March 1, 2012 and became General Counsel of the Company and the Bank on April 21, 2012. Prior to joining the Company, Ms. Rasche was a partner with Bracewell LLP, where she had been an attorney since 1997. While at Bracewell, Ms. Rasche focused on commercial banking regulatory and corporate matters, mergers and acquisitions, Exchange Act reporting compliance and corporate governance matters. Prior to attending law school, Ms. Rasche was a Coordinator of Residence Life in the Department of Housing at Texas Tech University from 1989 to 1994. Ms. Rasche received a Bachelor of Business Administration from Stephen F. Austin State University, a Master of Science from Oklahoma State University and a Juris Doctor degree from the University of Texas at Austin. Ms. Rasche is a former board member of the Texas Bankers Association. Ms. Rasche is an attorney licensed to practice law in Texas.

Edward Z. Safady. Mr. Safady joined the Bank in 2004 upon completion of the Bank’s acquisition of Liberty Bank, SSB, where he served as Chairman and CEO. From August 2004 until present, he has served as Chairman of the Central Texas Area and a member of the Bank’s Board of Directors. In May 2015, Mr. Safady also assumed the title of President of the Company and Vice Chairman of the Bank and in November 2019, he was named Vice Chairman of the Company, in addition to his position as Vice Chairman of the Bank. In June 2019, Mr. Safady was appointed as an advisory director of the Company. Mr. Safady received his Bachelor of Business Administration with a concentration in finance from Texas Tech University in 1978. Upon graduation and through 1984, he was employed by the Office of the Comptroller of the Currency as a national bank examiner. Mr. Safady has previously served on the corporate boards of Hawaiian Airlines, U.S. Medical Products, Inc. and First National Bank of San Diego, California.

Each executive officer of the Company is elected by the Board and holds office until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

CORPORATE GOVERNANCE

Board Leadership Structure

The Board and the Governance Committee consider Board composition and leadership each year. Currently, the Board believes that the Company is best served in having a combined chairman and chief executive officer position, counterbalanced by an independent and effective lead independent director and independent, experienced Committee Chairs. The Board has determined that the Chief Executive Officer is best situated to serve as Senior Chairman because he is the director most familiar with the Company's business and industry and most capable of effectively identifying corporate priorities and leading the discussion and execution of strategic initiatives. Independent directors and management have different perspectives and roles in strategy development. The Company's independent directors bring experience, oversight and expertise from outside the Company and industry, while the Chief Executive Officer is intimately involved in and responsible for managing the Company’s operations and strategy. The Board believes that the combined role of Senior Chairman and Chief Executive Officer promotes strategic development and execution, and facilitates information sharing between management and the Board, which are essential to effective governance.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for the execution of strategy once it is developed. The Board believes the combined role of Senior Chairman and Chief Executive Officer is in the best interest of the Company and shareholders because it provides the appropriate balance between strategy development and independent oversight of management.

The Board further believes that the combined Senior Chairman and Chief Executive Officer structure currently is in the best interest of the Company and shareholders, and because the Governance Committee, which consists entirely of independent directors, appoints a lead independent director (“Presiding Director”) to preside at the executive sessions of the Board, the combined structure does not hinder Board independence. The Presiding Director serves for a term of at least one year. Currently, James A. Bouligny serves as the Presiding Director, a position he has held since January 2013. In addition to presiding over the executive sessions of the Board, the Presiding Director also provides independent leadership of the independent directors, provides feedback to management from the Board's executive sessions, assists the Chief Executive Officer with setting Board meeting agendas as requested, assists in the Board’s risk oversight and performs such other functions as the independent directors may designate from time to time.

Meetings of the Board

The Board held four meetings during 2023 and took certain actions by unanimous written consent. No director attended less than 75% of the aggregate of the (1) total number of meetings of the Board and (2) total number of meetings held by committees on which he or she served.

Executive Sessions of the Board

From time to time at the conclusion of regular meetings of the Board, the non-employee directors of the Company hold executive sessions without the Chief Executive Officer or any other member of management present. The independent directors of the Company also hold executive sessions from time to time without the Chief Executive Officer, any other member of management or any non-independent director present. The Presiding Director leads all of these executive sessions. In 2023, the independent directors held two executive sessions and the Company's non-employee directors held two executive sessions.

Board Oversight of Risk Management

The Board is responsible for overseeing management and the business and affairs of the Company, which includes the oversight of risk. In exercising its oversight, the Board has allocated certain areas of focus to its committees and has retained areas of focus for itself. The Compensation Committee is responsible for overseeing the management of risks relating to the Company's compensation practice, executive compensation plans and arrangements and succession planning. The Audit Committee oversees management of financial risks, including accounting, financial reporting and the internal audit function. The Governance Committee manages risks associated with management, including the composition and independence of the Board, and beginning in July 2022, risks associated with environmental and social (including diversity, equity and inclusion) matters. The Risk Committee is

responsible for assisting the Board with its oversight of the Company’s risk appetite, enterprise-wide risk management, compliance framework, including cyber risk, and the governance structure supporting the compliance framework.

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks. The Board as a whole regularly reviews information regarding the Company's asset quality, securities portfolio, capital, liquidity and operations, as well as the risks associated with each. Throughout the year, senior management reports to the Board the risks that it believes may be material to the Company. The goal of these processes is to achieve serious and thoughtful Board-level attention to the nature of the material risks faced by the Company and the adequacy of the Company’s risk management processes and systems. While recognizing that the risks the Company faces are not static, and that it is not possible to mitigate all risk and uncertainty all of the time, the Board believes that the Company’s approach provides the Board with the proper foundation and oversight perspective with respect to management for the Company.

Committees of the Board

The Company's Board has four committees, the Audit Committee, Compensation Committee, Governance Committee and Risk Committee, each of which is described below.

Audit Committee. The primary purpose of the Audit Committee, which also serves as the audit committee of the Bank, is to provide independent and objective oversight with respect to the integrity of the Company's financial statements, reports and other financial information provided to shareholders and others; the Company's internal controls; the independent registered public accounting firm, including its qualifications and independence; the Company's compliance with legal and regulatory requirements; and the performance of the Company's audit, accounting and financial reporting processes generally. The Audit Committee reports to the Board concerning such matters, appoints the independent registered public accounting firm for the Company and the Bank, reviews the scope of work of the independent registered public accounting firm and its reports and reviews the activities and actions of the Bank's internal auditors. In addition, the Audit Committee reviews and discusses with management and the independent registered public accounting firm the Company's quarterly financial results and financial statements prior to the filing of the Company's Quarterly Reports on Form 10-Q and the Annual Report on Form 10‑K.

The Audit Committee consists of Harrison Stafford II (Chair), Ned S. Holmes and Jack Lord, each of whom the Board has determined to be an independent director of the Company as defined in the listing standards of the NYSE and in Section 10A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that each of Ned S. Holmes, Jack Lord and Harrison Stafford II has the requisite attributes of an “audit committee financial expert” as defined by the rules and regulations of the SEC. The Audit Committee operates pursuant to a written charter, which is available electronically on the Company's website at www.prosperitybankusa.com. The charter may be accessed from the Company’s home page by clicking “Investor Relations” at the bottom of the page and then selecting “Corporate Governance” from the menu. The Audit Committee held four meetings during 2023.

Compensation Committee. The Compensation Committee is responsible for discharging the responsibilities of the Board relating to the compensation of the Company's Chief Executive Officer, directors and other executive officers. The Compensation Committee also monitors succession planning, administers the Company's incentive compensation and equity-based plans and makes recommendations to the Board as to option and restricted stock grants to the employees and directors of the Company and Bank pursuant to such plans.

The Compensation Committee currently consists of Ned S. Holmes (Chair), Ileana Blanco and Harrison Stafford II, each of whom the Board has determined to be an independent director as defined in the listing standards of the NYSE. The Compensation Committee operates pursuant to a written charter, which is available electronically on the Company's website at www.prosperitybankusa.com. The charter may be accessed from the Company’s home page by clicking the “Investor Relations” at the bottom of the page and then selecting “Corporate Governance” from the menu. The Compensation Committee held two meetings during 2023.

Governance Committee. The Governance Committee is responsible for making recommendations to the Board regarding the membership of the Board, including:

•

recommending to the Board the slate of director nominees for election at the annual meeting of shareholders;

•

considering, recommending and recruiting candidates to fill any vacancies or new positions on the Board, including candidates that may be recommended by shareholders;

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developing and recommending criteria for selecting new directors; and

•

reviewing the backgrounds and qualifications of possible candidates for director positions.

The Governance Committee is also responsible for considering and making recommendations to the Board concerning the functions and needs of the Board, including:

•

reviewing and recommending policies applicable to the Board;

•

regularly reviewing issues and developments related to corporate governance and reassessing the corporate governance guidelines and recommending any proposed changes to the Board;

•

reviewing and reassessing compliance with the Company's Code of Ethics and Business Conduct (“Code of Ethics”);

•

appointing a lead independent director;

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reviewing the responsibilities, size and composition of key Board committees and making recommendations to the Board; and

•

soliciting input from the directors and, on an annual basis, conducting a review of the effectiveness of the operation of the Board and its committees.

In addition, the Governance Committee has been tasked by the Board to oversee the Company’s management of and commitment to environmental, social (including diversity, equity and inclusion) and governance matters, except to the extent that such matters are within the scope of the authority delegated by the Board to another Board committee.

The members of the Governance Committee currently include William T. Luedke IV (Chair), James A. Bouligny and Robert Steelhammer, each of whom the Board has determined to be an independent director as defined in the listing standards of the NYSE. The Governance Committee operates pursuant to a written charter, which is available electronically on the Company's website at www.prosperitybankusa.com. The charter and the Company’s Corporate Governance Guidelines may be accessed from the Company’s home page by clicking the “Investor Relations” at the bottom of the page and then selecting “Corporate Governance” from the menu. The Governance Committee held two meetings in 2023.

Risk Committee. The purpose of the Risk Committee is to assist the Board in fulfilling its oversight responsibilities with regard to the level and type of risk the Company is able and willing to assume in its business activities, given its business objectives and obligations to shareholders of the Company. The Risk Committee is responsible for aiding the Board in assessing enterprise wide risk management and compliance framework, including cyber risk, and the governance structure that supports it. The Risk Committee, in conjunction with management of the Bank, is responsible for appointing a risk committee at the Bank to meet regularly and report its findings to the Company’s Risk Committee.

The Risk Committee currently consists of Robert Steelhammer (Chair), James A. Bouligny, Leah Henderson and William T. Luedke IV, each of whom the Board has determined to be an independent director as defined in the listing standards of the NYSE. The Risk Committee operates pursuant to a written charter, which is available electronically on the Company's website at www.prosperitybankusa.com. The charter may be accessed from the Company’s home page by clicking the “Investor Relations” at the bottom of the page and then selecting “Corporate Governance” from the menu. The Risk Committee held three meetings during 2023.

Governance Features and Enhancements

The Company believes that it has implemented appropriate governance policies and practices; however, the Company intends to continue to focus on its enhancing corporate governance policies and practices in 2024.

Shareholder Approval Rights and Ability to Amend Bylaws

The Company’s Bylaws provide that shareholders may amend, repeal or adopt the Bylaws upon the affirmative vote of a two-thirds majority of the outstanding shares of Company Common Stock. Prior to amendment in 2018, as provided by Texas law, the Company’s Bylaws did not permit shareholders to amend the Bylaws; only the Board could amend the Bylaws.

Further, the Company’s articles of incorporation require only a majority of the outstanding shares of Company Common Stock to approve matters, which under Texas law would otherwise require a greater vote, including a merger or other business combination.

Stock Ownership Guidelines

The Governance Committee and the Board believe that each director and executive officer should have a meaningful personal investment in the Company, which is intended to further align the interests of our directors and executive officers with the long-term interests of our shareholders. Under the Company’s stock ownership guidelines, each director is expected to own shares of Company Common Stock with a market value equal to at least five times such director’s annual cash retainer. Each director must meet this requirement by the later of the fifth anniversary of becoming a director or January 16, 2023.

Further, the Company’s Chief Executive Officer is expected to own shares of Company Common Stock with a market value equal to at least four times his annual base salary, and each other executive officer is expected to own shares of Company Common Stock with a market value equal to at least two times such executive officer’s annual base salary. The Chief Executive Officer must meet this requirement by the later of the fifth anniversary of becoming subject to the guidelines or January 16, 2023.

Director Resignation Vote Policy

The Company’s Bylaws provide for a director majority-vote-plus resignation policy that requires a director who receives a greater number of “withhold” votes than “for” votes in an uncontested election (“Majority Withhold Vote”) to tender his or her resignation to the Board. Pursuant to the Bylaws, the Governance Committee must consider the resignation tender and based on the factors it deems relevant, make a recommendation to the Board regarding whether to accept the director’s resignation. The Board is required to act on the Governance Committee’s recommendation within 90 days following certification of the shareholder vote.

Any director who tenders his or her resignation pursuant to the director resignation policy may not participate in the Governance Committee recommendation of the Board action regarding the resignation tender. If a majority of the members of the Governance Committee receive a Majority Withhold Vote at the same election, then all the directors who are “independent” under the listing standards of the NYSE and who did not receive a Majority Withhold Vote will appoint a special committee amongst themselves to consider the resignation tenders and recommend to the Board whether to accept any or all of them.

Board Diversity

The Company is committed to fostering, cultivating and preserving a culture of diversity and inclusion throughout the Company, including the Board. To further the Company’s commitment to diversity, in February 2021, the Board adopted amended corporate governance guidelines which provide that in selecting management-supported nominees for new director positions, the Governance Committee will include, and will direct any search firm that it engages to include, qualified women and minority candidates in the pool from which it selects candidates. This process is a version of the so-named “Rooney Rule.” The Governance Committee would not be required to follow this process with respect to any director positions added or filled in connection with a merger or acquisition transaction.

The Company’s Board currently includes three women, two of whom are ethnically diverse: Leah Henderson who has served as a director since 2007 and Ileana Blanco and Dr. Laura Murillo who were appointed to the Board in October 2022. Ms. Henderson currently serves as a member of the Risk Committee and is a former Chair and member of the Company’s Compensation Committee. Additionally, Ileana Blanco currently serves as a member of the Company’s Compensation Committee. Further, the Bank’s Board includes three women directors, one of whom is ethnically diverse, and one other minority director.

Director Tenure and Refreshment

The Governance Committee believes there is a balance between seasoned directors with knowledge of and insight into the Company and its operations and new directors who provide fresh ideas and viewpoints. While the Board has not established term limits for the directors, the Governance Committee reviews each director’s continuation of service on the Board at the end of his or her term. The Governance Committee and the Board are focused on directors that provide increasing contributions to the Board over time. The Governance Committee reviews Board composition at least annually to ensure that the Board reflects the appropriate balance of knowledge, experience, skill expertise and diversity.

Two of the Company’s fourteen directors joined the Board in October 2022 (Ms. Blanco and Dr. Murillo) and one other director joined the Board in the last five years.

Anti-Hedging Policy

As part of its Insider Trading Policy, the Board adopted a policy prohibiting all directors, officers and employees of the Company and the Bank from engaging in any hedging transactions with respect to shares of Company Common Stock, including, among other things, prepaid variable forwards, equity swaps, collars and exchange funds.

Shareholder Engagement

Dialogue with our shareholders is a critical part of the Company’s success. The Company’s Investor Relations team conducts ongoing dialogue with our shareholders via conferences, on-site visits and similar meetings and communicates financial and strategic matters through public disclosures such as quarterly earnings presentations and SEC filings. The Company intends to continue and expand its shareholder engagement efforts in 2024.

Director Nominations Process

The Governance Committee considers nominees to serve as directors of the Company and recommends such persons to the Board. The Governance Committee also considers shareholder-recommended director candidates who appear to be qualified to serve on the Company's Board and meet the criteria for nominees considered by the Committee. The Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Governance Committee does not perceive a need to increase the size of the Board. To avoid the unnecessary use of its resources, the Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below in the section titled “Procedures to be Followed by Shareholders.”

Criteria for Director Nominees

The Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board. The Governance Committee considers the following criteria in selecting nominees:

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financial, regulatory and business experience;

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familiarity with and participation in the local community;

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integrity, honesty and reputation;

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ability and willingness to commit adequate time to Board and committee matters;

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independence;

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diversity in skills, viewpoints, background, experience and demographics, including gender, race and ethnicity; and

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any other factors the Governance Committee deems relevant, including, but not limited to, age, size of the Board and regulatory disclosure obligations.

As described above under “—Board Diversity,” and as evidenced by the Board’s adoption of a version of the Rooney Rule, diversity is one criterion on which the Governance Committee bases its recommendations of new nominees for director positions. The inclusion of diversity in the criteria for director nominees reflects the Board’s belief that diversity is important to the effective functioning of the Board. Further, the Code of Ethics adopted by the Board reflects the Company’s commitment to equal opportunity for employees, without discrimination or harassment.

The Governance Committee may weigh the foregoing criteria differently in different situations, depending on the composition of the Board at the time. The Governance Committee will strive to maintain at least one director who meets the definition of “audit committee financial expert” under the rules and regulations of the SEC.

In addition, prior to nominating an existing director for re-election to the Board, the Governance Committee considers and reviews the existing director's Board and committee attendance and performance; length of board service; experience, skills and contributions that the existing director brings to the Board; and independence.

Process for Identifying and Evaluating Director Nominees

The Governance Committee is responsible for the process relating to director nominations, including identifying, interviewing and selecting individuals who may be nominated for election to the Board. The process that the Governance Committee follows when it identifies and evaluates individuals to be nominated for election to the Board is set forth below.

Identification. For purposes of identifying nominees for the Board, the Governance Committee will rely on personal contacts of the members of the Board as well as their knowledge of members of the Bank's local communities. The Governance Committee will also consider director candidates recommended by shareholders in accordance with the policy and procedures set forth below in the section titled “Procedures to be Followed by Shareholders.” The Governance Committee has not previously used an independent search firm in identifying nominees.

Evaluation. In evaluating potential nominees, the Governance Committee determines whether the candidate is eligible and qualified for service on the Board by evaluating the candidate under the selection criteria set forth above. In addition, for any new director nominee, the Governance Committee will conduct a check of the individual's background and interview the candidate, other than a candidate who is nominated from the board of directors of an acquired company.

Procedures to be Followed by Shareholders

Any shareholder of the Company may recommend to the Governance Committee one or more persons as a nominee for election as a director of the Company at an annual meeting of shareholders if the shareholder complies with the prior notice and information provisions contained in the Company's Bylaws.

Currently, for a director nomination to be timely, a shareholder's notice to the Company must be received at the Company's offices not less than 120 days in advance of the first anniversary of the date the Company's proxy statement was released to shareholders in connection with the previous year's annual meeting of shareholders. If the date of the annual meeting is changed by more than 30 days from the first anniversary date, the submission of a recommendation will be considered timely if it is submitted at least 80 days prior to the date the Company intends to distribute the proxy statement for the annual meeting of shareholders for the current year.

To submit a nomination of a director candidate, a shareholder must submit the following information in writing, addressed to the Chairman of the Governance Committee, care of the Corporate Secretary, at the Company's main office:

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The name and address of the shareholder who intends to make the nomination and of the person or persons to be nominated;

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A representation that the shareholder is a holder of record of stock of the Company entitled to vote at the annual meeting and, if applicable, intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;

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If applicable, a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and

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Such other information regarding each nominee that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act, or any successor regulation thereto (including such person's notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected).

A nomination of any person not made in compliance with the foregoing procedures will not be eligible to be voted upon by the shareholders at the meeting.

If the Governance Committee receives a director recommendation from a shareholder or group of shareholders who (individually or in the aggregate) beneficially owned greater than 5% of the Company's outstanding Common Stock for at least one year as of the date of such recommendation, the Company, as required by applicable securities law, will identify the candidate and shareholder or group of shareholders recommending the candidate and will disclose in its proxy statement whether the Governance Committee chose to nominate the candidate, as well as certain other information.

Communications with Directors

The Board will give appropriate attention to written communications received from shareholders and other interested parties and will respond if and as appropriate. Shareholders or other interested parties can contact the Presiding Director, any director or any committee of the Board by writing to any of them in care of Corporate Secretary, Prosperity Bancshares, Inc., Prosperity Bank Plaza, 4295 San Felipe, Houston, Texas 77027. Comments or complaints relating to the Company's accounting, internal accounting controls or auditing matters will be referred to members of the Audit Committee. Other concerns generally will be referred to the Governance Committee.

Director Attendance at Annual Meeting

The Board encourages directors to attend the annual meeting of shareholders. All of the Company's directors then in office attended the Company's 2023 annual meeting of shareholders held on April 18, 2023.

Code of Ethics

The Company's Board has adopted a Code of Ethics that applies to all directors, officers and associates, including the Company's Senior Chairman and Chief Executive Officer and senior financial officers. The Code of Ethics is available electronically on the Company's website at www.prosperitybankusa.com. The Code of Ethics may be accessed from the Company’s home page by clicking the “Investor Relations” at the bottom of the page and then selecting “Corporate Governance” from the menu.

Director Independence

The Company is required to have a majority of independent directors serving on the Company’s Board and may only have independent directors serving on each of the Company’s Audit Committee, Compensation Committee and Governance Committee pursuant to the listing standards of the NYSE and, with respect to the Audit Committee, the rules and regulations under the Exchange Act.

Under the listing standards of the NYSE, no director qualifies as “independent” unless the Board affirmatively determines that the director has no material relationship with the Company (directly, or as a partner, shareholder, or officer of an organization that has a relationship with the Company). The Board makes independence

determinations based on all relevant facts and circumstances when assessing the materiality of any relationship between the Company and a director or a director’s affiliation with other businesses or entities that have a relationship with the Company.

During its review of director independence, the Company’s Board considered transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates, including any that are reported under “Certain Relationships and Related Party Transactions” below. The Board also considered whether there were any transactions or relationships between directors or any member of their immediate family (or any entity of which a director or an immediate family member is an executive officer, general partner or significant equity holder) and members of the Company's senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with a determination that the director is independent.

Based on its review, the Board affirmatively determined that the following directors are independent under the listing standards of the NYSE: Ileana Blanco, James A. Bouligny, Leah Henderson, Ned S. Holmes, Jack Lord, William T. Luedke IV, Dr. Laura Murillo, Harrison Stafford II and Robert Steelhammer.

Environmental and Social Practices

The Company’s culture is defined by its corporate values of high standards of soundness, profitability, service, professionalism, integrity, and citizenship. We believe that operating sustainably benefits our many different stakeholders. The following section summarizes some of the Company’s recent accomplishments with respect to environmental and social practices.

Environmental Practices

Newly built and, depending upon the remodel focus, remodeled banking centers are constructed with:

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Energy efficient windows with low E insulated glass

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LED lighting

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Energy Star appliances

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Insulated HVAC ductwork, controlled ventilation, and programmable thermostats

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Occupancy sensors for lighting control

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Programmable energy management systems for exterior lighting

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Continuous insulation on walls and roof

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Minimum R38 roof insulation and R21 wall insulation

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Reflective white/light colored roofing materials

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Greenguard certified carpets and low VOC adhesives

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Use of LEVEL-certified furnishings for responsible manufacturing and sustainable materials

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Electric heating and hot water heaters instead of gas appliances

During the last four years, the Company constructed or remodeled at least ten banking centers with these environmentally friendly features.

Further, in 2023, the Company’s recycling efforts:

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Saved 3,518,097 kilowatts of energy

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Saved 6,006,508 gallons of water

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Saved 51,484 pounds of pollutants from being emitted into the atmosphere

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Kept 2,832 cubic yards of waste from landfills

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Saved 14,587 trees

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Saved 7,723 barrels of oil

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Salvaged computers and hardware to avoid landfills

Social Practices

In the Community:

Through community giving and sponsorships, in 2023 the Company:

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Supported housing efforts in low-income communities by providing over 1,600 home loans for a total of more than $364 million in loan funding through the Company’s Home Ownership Possibilities Program.

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Donated more than $3.1 million to over 2,170 charitable community and organizations across Texas and Oklahoma.

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Was recognized for its partnership with local non-profits in applying for matched grant funding from the Federal Home Loan Bank of Dallas totaling $17,500.

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Made nearly $60.1 million in new Community Reinvestment Act investments and maintained over $367 million in such investments for the year.

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Made over $667 million in Community Reinvestment Act (community development) loans.

Further, in 2023, the Company’s associates, including several Company associates who were issued awards for volunteerism and leadership in their communities,

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Served in over 127 leadership roles with community-based organizations accumulating over 3,593 in-service hours.

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Logged more than 9,227 of volunteer community service in collaboration with 510 community-based organizations.

Diversity

The Company is committed to fostering, cultivating and preserving a culture of diversity and inclusion. It is committed to including, integrating and serving individuals who represent different groups as defined by race, ethnicity, gender, sexual orientation, religion, age, disability, socioeconomic and family status, political affiliation, and national origin. This commitment can be seen throughout the Company, from its associates to its community outreach efforts. The Company’s associates bring a diversity of backgrounds, perspectives, and experiences that are reflective of the communities and customers the Company serves. The unique capabilities and talents that its associates invest in their work represent a significant part of not only the Company’s culture but its reputation and achievements as well.

As an affirmative action employer, the Company is fully committed to the concept and practice of equal opportunity through diversity and inclusion. In 2023, its workforce, from senior officers to tellers, was 49% minority and 74% female. More specifically, the Bank’s officers are 70% female and 36% minority.

The Company’s Board currently includes three women, two of whom are ethnically diverse: Leah Henderson, who has served as a director since 2007; and Ileana Blanco and Dr. Laura Murillo who were appointed to the Board in October 2022. Ms. Henderson currently serves as a member of the Risk Committee and is a former Chair and member of the Company’s Compensation Committee. Additionally, Ileana Blanco currently serves as a member of the Company’s Compensation Committee. Further, the Bank’s Board includes three women directors, one of whom is ethnically diverse, and one other minority director.

DIRECTOR COMPENSATION

For 2023, each director of the Company received a fee of $3,600 for attending the meeting of the Company's Board in January and a fee of $3,700 for each other meeting of the Board attended. Each director also received a fee of $750 for each committee meeting attended as a member in the first quarter of 2023 and a fee of $800 for each meeting thereafter. The Chairman of the Audit Committee received $1,900 for each committee meeting chaired in the first quarter of 2023 and a fee of $1,950 for each meeting thereafter. The Chairman of the Risk Committee received $1,850 for each committee meeting chaired in the first quarter of 2023 and a fee of $1,900 for each meeting thereafter. The Chairman of the Governance Committee and the Chairman of the Compensation Committee received $1,350 for each committee meeting chaired in the first quarter of 2023 and a fee of $1,400 for each meeting thereafter. In December 2023, the Compensation Committee recommended a one-time cash payment of $33,000 for each non-employee director of the Company in recognition that the Company’s directors were compensated below the Company’s peer group, which the Board approved.

For 2023, each director of the Bank received a fee of $1,550 for each meeting of the Bank's Board of Directors attended through March and a fee of $1,600 for each other meeting of the Board attended. Each Bank director also received a $500 fee for each committee meeting attended through March and a $550 fee for each committee meeting attended thereafter, but only if the committee meeting was held separately from the Board meeting. The Compensation Committee also recommended a one-time cash payment of $2,000 for each non-employee director of the Bank, which the Board approved.

In addition to the director fees listed above, the Compensation Committee recommended, and the Board approved, an award of 1,400 shares of restricted stock to each non-employee director of the Company. The restricted stock awards were granted on April 18, 2023 pursuant to the Company's 2020 Stock Incentive Plan. The forfeiture restrictions with respect to the restricted stock awards will lapse on the date of the 2024 annual meeting of shareholders, being April 16, 2024. For the year ended December 31, 2023, none of the non-employee directors received compensation in the form of perquisites or other personal benefits valued at $10,000 or more.

The following table contains information concerning the compensation of the directors of the Company for the fiscal year ended December 31, 2023. Messrs. Hanigan, Timanus and Zalman, who serve as directors of both the Company and the Bank, and Mr. Safady, who serves as an advisory director of the Company and a director of the Bank, are employed by the Company and any compensation for their service on the Board of Directors of the Company or the Bank is included in the Summary Compensation Table on page 33. Mr. Collier, who serves as a director of the Company, is employed by the Bank but is not a named executive officer. His compensation from the Bank is included in the “Fees Earned or Paid in Cash” column in the table below.

Director Compensation for the Fiscal Year Ended December 31, 2023


Name	Fees Earned or Paid in Cash			Stock Awards(1)		All Other Compensation(2)			Total
Ileana Blanco(6)	$	49,250	(3)	$	84,518	$	1,540		$	135,308
James A. Bouligny		46,350	(3)		84,518		2,970			133,838
W.R. Collier		143,900	(4)		—		326,576	(5)		470,476
Leah Henderson		50,050	(3)		84,518		2,970			137,538
Ned S. Holmes		52,800	(3)		84,518		2,970			140,288
Jack Lord		50,850	(3)		84,518		2,970			138,338
William T. Luedke IV		52,800	(3)		84,518		2,970			140,288
Perry Mueller, Jr., D.D.S.		47,700	(3)		84,518		2,970			135,188
Laura Murillo(6)		47,700	(3)		84,518		1,540			133,758
Harrison Stafford II		57,000	(3)		84,518		2,970			144,488
Robert Steelhammer		54,900	(3)		84,518		2,970			142,388

(1)

Represents the aggregate grant date fair value of restricted stock awarded pursuant to the Company's 2020 Stock Incentive Plan in the fiscal year ended December 31, 2023, which was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”).

(2)

Other than for Mr. Collier, the amount represents dividend payments on unvested restricted stock awards.

(3)

Includes a cash payment of $33,000.

(4)

Consists of $14,700 in fees paid for service as a director of the Company and $126,000 received as salary.

(5)

The amount represents (a) the aggregate incremental cost to the Company of all perquisites and personal benefits provided to Mr. Collier, which includes Company matching contributions under the 401(k) Plan of $6,066, personal use of an automobile of $560 and an allowance of $126 for premiums paid on a long-term disability insurance policy plus (b) $321,156 received pursuant to a deferred compensation agreement assumed by the Company in connection with the acquisition of American State Financial Corporation.

(6)

Ms. Blanco and Dr. Murillo were appointed as directors on October 5, 2022.

EXECUTIVE COMPENSATION AND OTHER MATTERS

Compensation Discussion and Analysis

The Compensation Discussion and Analysis provides an overview of the objectives of the Company’s executive compensation program and describes the material components of the compensation program for the Company’s named executive officers. For 2023, the named executive officers are listed below.


Named Executive Officer		Title
David Zalman		Senior Chairman of the Board and Chief Executive Officer
Asylbek Osmonov		Chief Financial Officer
H.E. Timanus, Jr.		Chairman of the Board
Edward Z. Safady		Vice Chairman
Kevin J. Hanigan		President and Chief Operating Officer

SEC Form DEF 14A filed by Prosperity Bancshares Inc.