CEO David Zalman's total compensation of $3,434,273 for 2025 is reasonable for the head of a $6.6 billion market-cap regional bank, reflecting a significant reduction from his 2024 total of $5,659,475 (which included a large one-time restricted stock grant); the pay structure includes a meaningful mix of variable components — annual incentive bonus, equity awards, and discretionary bonus — that together represent more than half of total compensation, generally satisfying the pay-mix test. The prior year's Say-on-Pay vote received 95% shareholder support, the company successfully addressed the single prior concern (a single-trigger change-in-control provision that was amended to a double-trigger), and the incentive plan uses nine quantitative financial metrics including total return, earnings per share growth, return on equity, and efficiency ratio, which are appropriate performance-based conditions for a banking company. While Prosperity's stock has underperformed the community bank sector benchmark (QABA — First Trust NASDAQ ABA Community Bank Index) and the disclosed peer group over three years, the incentive compensation targets and payouts appear calibrated to company-specific financial performance rather than being awarded regardless of outcomes, and overall pay levels do not appear materially excessive relative to the role and company size.

Deloitte and Touche LLP is a Big 4 firm that is appropriate for a company of Prosperity Bancshares' size and complexity (market cap approximately $6.6 billion). The proxy filing does not provide a detailed auditor fee table with separate audit and non-audit fee figures that can be extracted from the provided text, so the non-audit fee ratio trigger cannot be evaluated — under the policy, the tenure trigger also requires confirmed data to fire and tenure is not disclosed in the available text, so no trigger fires and the default FOR vote stands.