Texas Capital Bancshares Inc DEF 14A, filed Mar 7, 2024

Texas Capital Bancshares Inc (TXCP)

DEF 14A 2024-03-07 For: 2024-04-16

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Added on June 12, 2026

About this DEF 14A

Texas Capital Bancshares Inc filed this DEF 14A on March 7, 2024.

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Table of Contents

A LETTER FROM THE CEO AND CHAIR			1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS			3
VOTING INFORMATION			4
PROXY STATEMENT SUMMARY			5
PROXY STATEMENT			10
Information about Solicitation and Voting			10
GOVERNANCE			13
PROPOSAL ONE – ELECTION OF DIRECTORS			13
Board Qualifications and Experience Matrix			15
Director Nominees			17
Board Diversity			24
Board and Committee Matters			25
Board Leadership Structure			25
Board and Corporate Governance: Strong Governance Practices			28
Risk Oversight			30
Board’s Role in Human Capital Management and Talent Development			32
Environmental, Social and Governance (ESG) Highlights			32
Stockholder Engagement			43
Committees of the Board			44
Additional Governance Matters			46
DIRECTOR COMPENSATION			46
STOCK OWNERSHIP INFORMATION			48
Principal Stockholders and Beneficial Owners			48


Ownership of Management			48
Delinquent Section 16(a) Reports			49

AUDIT MATTERS			50
Audit Committee Report			50
Auditor Fees and Services			51
PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			51
EXECUTIVE COMPENSATION*			52
PROPOSAL THREE – ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION			53

Compensation Discussion and Analysis			53
Executive Officers			55
Compensation Committee Report			81
Compensation Tables			82
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			89
CEO PAY RATIO			90
PAY VERSUS PERFORMANCE			91
EQUITY COMPENSATION PLAN INFORMATION			96
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY TRANSACTIONS			97
ADDITIONAL INFORMATION			98
Stockholder Proposals for 2025			98
Stockholder Nominees and Other Business			98
Advance Notice Procedures			98
Annual Report			98
ANNEX A – Non-GAAP Financial Measures			A-1

* A detailed Table of Contents appears on page 52.


Date and Time:			Tuesday, April 16, 2024, at 7:30 a.m. (central daylight time)
Location:			Texas Capital Center, 9th Floor, 2000 McKinney Avenue, Dallas, Texas 75201
Items of Business:			• To elect twelve (12) directors – Paola M. Arbour, Jonathan E. Baliff, James H. Browning, Rob C. Holmes, David S. Huntley, Charles S. Hyle, Thomas E. Long, Elysia Holt Ragusa, Steven P. Rosenberg, Robert W. Stallings, Dale W. Tremblay, and Laura L. Whitley each to serve until the next annual meeting of stockholders or until their successors are elected and qualified;
			• To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024;
			• To approve, on an advisory basis, the 2023 compensation of the Company’s named executive officers as described in the Proxy Statement;

			• To transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof.
Record Date:			Stockholders of record at the close of business on February 20, 2024 are the only stockholders entitled to notice of and to vote at the Annual Meeting.


Qualifications, Attributes, Skills and Experience			Characteristics

Financial Services Expertise			Experience in one or more of the Company’s specific financial services areas
Accounting, Financial Reporting			Experience as an accountant or auditor at an accounting firm, chief financial officer, or other relevant experience in accounting and financial reporting
Public Company Board Experience			Experience as a board member of another public company
Board Leadership Role			Experience in a leadership role on a board of directors, including Chair, Lead Director, or Committee Chair
C-Suite Experience			Experience as a CEO, CFO, COO, CIO, CRO or other senior executive of a major organization or public company
Information Technology / Cyber Security			Experience understanding information systems and technology and implications for operating businesses, including cyber security
M&A Experience			Experience with respect to banking, mergers and acquisitions, private equity, capital markets transactions, investment banking, and long-term strategic planning
Privacy / Data Security			Experience managing privacy and data security risks in a large organization
Regulatory Compliance			Experience in regulatory matters or affairs, including as part of a regulated financial services firm or other highly regulated industry
Risk Management			Experience managing risks in a large organization or risks facing large financial institutions
Sales / Marketing			Experience building or supervising sales / marketing organizations, including for new markets or products / services


The Company’s sound governance practices include:
•Annual election of all directors
•Plurality voting for directors in uncontested elections with a required offer of resignation by any director who receives more “withhold” votes than “for” votes in the election
•Independent Chair
•All directors are independent, other than CEO; 100% principle standing committee member independence
•Director retirement policy
•Director capacity, commitment and over boarding policy
•Directors may be removed with or without cause
•Action by written consent / stockholder right to call special meeting permitted
•Executive sessions of independent directors at each regular Board meeting
•Annual Board and Committee evaluations
•Strong investor outreach program, including participation by the Chair and other Directors
•Accountability to maintain stock ownership per director and executive guidelines
•Prohibition on hedging and pledging
•Comprehensive recoupment policy
•Ongoing director education
•Ongoing consideration of Board composition and refreshment, including diversity in director succession
•Strong director attendance: each director then in office attended the 2023 annual meeting and 75% or more of total meetings of the Board and committees on which he or she served during 2023
•Board oversight of corporate responsibility and ESG matters
•Board and Compensation and Human Capital Committee oversight of human capital management matters
•Direct Board access to management and access to independent advisors
•No poison pill


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON April 16, 2024:
The Texas Capital Bancshares, Inc. 2024 Notice of Annual Meeting and Proxy Statement, 2023 Annual Report (including the Company’s Annual Report on Form 10-K) and other proxy materials are available at www.proxydocs.com/TCBI.


Electronic Stockholder Document Delivery Instead of receiving future copies of annual meeting proxy materials by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.


Governance


• Corporate Governance. Strong corporate governance practices support the Company’s overall effectiveness and enable the firm to manage its business and maintain its integrity in the marketplace. The Company believes strong governance is essential and constructive at all levels, from the board of directors to executive management and throughout the Company. For more information about the firm’s governance practices, see “Board and Corporate Governance: Strong Governance Practices” and “Compensation Governance Best Practices”. During 2023 directors and management met with stockholders to communicate progress on ESG matters and to better understand how ESG fits into their investment analysis and decision making. See “Stockholder Engagement” below.


Name	Fees Earned or Paid in Cash (A)		Stock Awards (B)		Total
Paola M. Arbour	$	90,000	$	80,001	$	170,001
Jonathan E. Baliff	80,000		80,001		160,001
James H. Browning	120,000		80,001		200,001
Larry L. Helm	85,000		—		85,000
David S. Huntley	90,000		80,001		170,001
Charles S. Hyle	120,000		80,001		200,001
Thomas E. Long	80,000		80,001		160,001
Elysia Holt Ragusa	115,000		80,001		195,001
Steven P. Rosenberg	90,000		80,001		170,001
Robert W. Stallings	130,000		80,001		210,001
Dale W. Tremblay	110,000		80,001		190,001
Laura L. Whitley	40,000		80,001		120,001


Persons Known to Company Who Own More Than 5% of Outstanding Shares of Company Common Stock	Number of Shares of Common Stock Beneficially Owned		Percent of Shares of Common Stock Outstanding*
BlackRock, Inc. and certain affiliates	5,998,709	(1)	12.6%
The Vanguard Group and certain affiliates	4,888,236	(2)	10.3%
Dimensional Fund Advisors LP and certain affiliates	3,265,086	(3)	6.9%
State Street Corporation and certain affiliates	2,844,869	(4)	6.0%
T. Rowe Price Investment Management, Inc.	2,754,089	(5)	5.8%


Dated: February 13, 2024			James H. Browning, Chair
			Jonathan E. Baliff
			David S. Huntley
			Charles S. Hyle
			Thomas E. Long


(in thousands)	2023		2022
Audit fees	$	2,955	$	2,282
Audit-related fees	250		—
Tax fees	645		501
Total	$	3,850	$	2,783


Table of Contents for Executive Compensation
PROPOSAL THREE – ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION			53

COMPENSATION DISCUSSION AND ANALYSIS			53
Executive Summary			54
Executive Officers			55
Named Executive Officers			56
2023 Say on Pay Vote and Stockholder Engagement			56
Executive Compensation Supports Business Transformation			58
Enhancements to Compensation Program			58
1 Company Performance			59
2 Performance Assessment and Compensation Determination Framework			60
Committee Oversight			60
Compensation Philosophy and Objectives			61
Performance Assessment			61
Role of Compensation Consultant			63
Compensation Peer Group			63
3 Named Executive Officer 2023 Compensation			64
2023 Target Pay Mix			64
2023 Incentive Plan Performance Summary			64

Individual Performance Summaries			65
4 Pay Practices			71
Elements of the Compensation Plan			71


2023 Performance-Based Equity Awards			73
Additional Performance Awards Outstanding			74
Perquisites and Other Compensation			74


5 Risk Management and Accountability			76
Risk Balancing Features			76
Compensation Risk Assessment			76
Compensation Policies			77
Executive Stock Ownership Guidelines			77
Recoupment of Incentive Compensation			77
Anti-Hedging and Anti-Pledging Policies			77
Limitations on Change in Control Benefits			78
No Tax Gross-Ups			78
Equity Grant Policy			78
Compensation Governance Best Practices			79
Additional Information Concerning Executive Compensation			80
COMPENSATION COMMITTEE REPORT			81
COMPENSATION TABLES			82
2023 Summary Compensation Table			82
2023 All Other Compensation Table			83
2023 Grants of Plan Based Awards Table			84
2023 Outstanding Equity Awards at Fiscal Year-end Table			85
2023 Option Exercises and Stock Vested Table			86
2023 Nonqualified Deferred Compensation Table			86
2023 Potential Payments Upon Termination or Change in Control Table			87
COMPENSATION COMMITTEE INTER-LOCKS AND INSIDER PARTICIPATION			89
2023 CEO PAY RATIO			90
2023 PAY VERSUS PERFORMANCE			91
EQUITY COMPENSATION PLAN INFORMATION			96
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY TRANSACTIONS			97
ANNEX A – Non-GAAP Financial Measures			A-1


Named Executive Officer						Title
Rob C. Holmes						Chief Executive Officer, President1 and Director
J. Matthew Scurlock						Managing Director and CFO1
John W. Cummings						Managing Director and CAO1
Tim J. Storms						Managing Director and CRO1
Anna M. Alvarado						Managing Director, CLO and Corporate Secretary1

1 Also serves in the same capacity for Texas Capital Bank.


						Proxy Statement


						Proxy Statement


						Proxy Statement


What the Board Heard			Our Perspective and How the Board Responded
Preference for more disclosure, including more narrative on the individual NEOs’ performance on the management strategic objectives considered by the Compensation Committee as a component of the annual incentive plan			Additional disclosure on the individual NEOs’ performance on the management strategic objectives is included in this Proxy Statement. See “Performance Assessment” and “Individual Performance Summaries”
General preference for more quantitative performance measures in the Company’s short- and long-term incentive plans			The Company’s 2023 annual incentive (bonus) plan now has a significant amount of the performance bonus potential based on financial metrics. The 2023 plan utilized Return on Average Assets (35% weighting) and Efficiency Ratio (35% weighting) as the financial metrics. The remaining 30% of the short-term incentive plan potential was based on the NEOs’ individual performance on management strategic objectives customized for each NEO (30% weighting) based on four themes: Employer of Choice, Earn the Right, Financial Resilience and First Call. Strategic Objectives were included to allow the Compensation Committee to consider the Company’s progress on its 2021-announced strategic plan. The long-term (equity) incentive plan performance measures for the PRSUs awarded in 2023 were ROTCE (60% weighting) and Relative TSR (40% weighting) over a 3-year performance period (no change from 2022)

Preference for enhanced disclosure of the incentive compensation metrics applied and the rationale behind these decisions			It is Company policy to disclose the actual performance hurdles for the short- and long-term performance metrics after the performance period has concluded. This Proxy Statement includes the detailed plan hurdles and performance for the 2023 short-term incentive plan and the 2021 long-term incentive plan (PRSU) awards, for which the performance periods recently concluded. For more information about the rationale for our performance metrics, see “Performance Assessment Framework” and “Compensation Determination Framework”


Changed Annual (Cash) Incentive Compensation Plan Design						For 2022: Evaluating Company performance across 14 different financial metrics. 40% of incentive target based on financial metrics; 60% of incentive target based on achievement of key strategic initiatives (2/3 on achievement of Four Top CEO Strategic Goals, and the remainder on other Company Strategic Goals). A high percentage of annual plan goals were dedicated to strategic measures to assure continued progress on implementation of the 2021 strategic plan. For 2023: Performance measures have substantially greater emphasis on quantitative measures: Financial Measures (70% weighting): Return on Average Assets (35% weighting) and Efficiency Ratio (35% weighting), and Management Strategic Objectives (30% weighting). MSOs are customized for each NEO based on four Company-wide strategic goals. See “Performance Assessment Framework” below. For 2024: No change.

Long-Term (Equity) Incentive Compensation Plan Design						For 2022: Replaced EPS and substituted Three-Year Average ROTCE (at 60% weighting) as the primary performance measure. Maintained Relative TSR against peers (at 40% weighting). These performance measures were included in a performance-based RSU over a three-year performance period (50% of the award). Remaining 50% of the award was time-based RSUs vesting ratably over 3 years. For 2023: No change: Performance measures were Three-Year Average ROTCE (60% weighting) and Relative TSR against peers (40% weighting) over a 3-year performance period. The performance hurdles for the full three-year performance period were determined at the time of grant. For 2024: No change, except that Relative TSR will be measured against the KBW Regional Bank Index, instead of a peer group of banks.

Adopted Enhanced Recoupment and Forfeiture Policy						The Company’s recoupment policy was expanded in 2023 to comply with NASDAQ listing standards and, among other things, and now covers both cash incentive and equity awards made in the prior 4 years to designated classes of employees, including the NEOs, requiring return, reimbursement and/or forfeiture of awards (or return of the proceeds received from the sale of equity awards) in case (1) of a financial restatement due (a) to the gross negligence, intentional misconduct or fraud by a current or former employee, or (b) to a material financial reporting violation under the federal securities laws, (2) the Company suffers extraordinary financial loss, reputational damage or similar adverse impact resulting from the acts or omissions made by the employee, or (3) of an act or omission of a covered employee that constitutes a violation of a Company policy or a non-competition, non-solicitation or other restrictive covenant.


2						Performance Assessment and Compensation Determination Framework


Company Performance						• Reflects two financial metrics: Return on Average Assets and Efficiency Ratio


Strategic Performance						• Reflects execution by the NEOs against Management Strategic Objectives, tailored for each NEO’s role, based on the following four strategic goals: ▪Employer of choice in Texas for people interested in growing their career in financial services ▪Strong execution on the core set of financial products coupled with industry expertise and higher touch service that earns us the right to provide advice when it counts ▪Financially resilient bank that is easy to do business with and is both proactive and responsive to client, employee and community needs ▪Build trusted relationships in our core markets and industries that leads us to being a “first call” from top clients and prospects


Associated Banc-Corp			Hancock Whitney Corporation
BankUnited, Inc.			Pinnacle Financial Partners, Inc.
Bank OZK			Prosperity Bancshares Inc.
BOK Financial Corporation			Simmons First National Corporation
Comerica Incorporated			Synovus Financial Corp.
Cullen/Frost Bankers, Inc.			Western Alliance Bancorporation
F.N.B. Corporation			Wintrust Financial Corporation


2023	Compensation Element	Description	Rationale
Short- Term1	Base Salary	• Fixed component of pay targeted at the median of the market.	• Provides fixed compensation for executive to perform job functions.
	Annual Cash Incentive	• Delivered in cash annually. • Tied to achievement of financial goals (70% weighting)3 and management strategic objectives customized for each NEO (30% weighting)4 evaluated against a detailed scorecard. • Executives can earn 0-150% of their target award based on achievement of pre-established targets.	• Rewards key drivers of annual operating and strategic plans. • Provides tangible, achievable goals and reinforces key priorities of the organization.
Long- Term1 2	Performance-Based Restricted Stock Units (50% of LTI)	• Vests at the end of the three-year period, if earned. • Executives can earn 0-200% of their target award based on achievement of pre-established targets: ◦Average ROTCE over the 3-year performance period (60% weighting) ◦Relative TSR to peer group achieved vs. target over a three-year performance period (40% weighting) • No dividend equivalents are paid or accrued on these RSUs.	• Focuses executives on achievement of a return goal, which is strongly tied to stockholder value creation. • Provides tangible, achievable goal as senior leaders have the greatest ability to drive ROTCE. •Assures performance is aligned with stockholders and peers. • Vesting period is consistent with market practice and assists with retention.
	Time-Based Restricted Stock Units (50% of LTI)	• Ratable vesting over a three-year period, subject to continued employment on the vesting date. • No dividend equivalents are paid or accrued on these RSUs.	• Vesting period is consistent with market practice and assists with retention.
1 All annual incentive compensation (bonus) and long-term equity awards are subject to recoupment and/or forfeiture under the terms of the Company’s Recoupment and Forfeiture Policy. See “Recoupment of Incentive Compensation” below. 2 Long-term equity awards are subject to the Company’s stock ownership guidelines and equity hold policy. See “Executive Stock Ownership Guidelines” below. 3 For 2023, the financial metrics utilized by the Compensation Committee were Return on Average Assets (“ROAA”) (35% weighting) and Efficiency Ratio (35% weighting). 4 For 2023, the management strategic objectives were designed for each NEO, based on four company-wide strategic goals: Employer of Choice, Earn the Right, Financial Resilience, First Call. See “Performance Assessment Framework” above.


Executive Officer	Target Incentive (% of Base Salary)	Target Incentive ($)
Rob C. Holmes	200%	$2,000,000
J. Matthew Scurlock	75%	386,250
John W. Cummings	95%	475,000
Tim J. Storms	90%	472,500
Anna M. Alvarado	80%	456,000


Performance Measure	Metric Weighting	Goals			Performance
		Threshold1	Target1	Maximum1	Actual	Achievement Percent	Payout
Return on Average Assets2	35%	0.70%	0.83%	0.96%	0.70%	50%	17.50%
Efficiency Ratio3	35%	68%	64%	60%	68%	50%	17.50%
Payout for 2023 Annual Incentive Award Financial Measures4							35.00%
Management Strategic Objectives	30%	50% of goals achieved	85% of goals achieved	100% of goals achieved	Varies by NEO


Aggregate 2023 Annual Incentive Award Payout Range4							59% - 80%
1 Payouts at Threshold, Target and Maximum are 50%, 100% and 150%, respectively.

2 For purposes of the 2023 annual incentive plan, the Compensation Committee defined Return on Average Assets as GAAP net earnings, adjusted for the FDIC special assessment and certain non-recurring severance expenses, divided by average assets.
3 For purposes of the 2023 annual incentive plan, the Compensation Committee defined Efficiency Ratio as Non-interest expense, adjusted for the FDIC special assessment and certain non-recurring severance expenses, divided by the sum of net interest income and non-interest income.
4 Percentage of target. No payout on any performance measure if the actual performance is below the Threshold level.


Executive Officer	Target Incentive (Bonus) ($)	Aggregate Incentive Earned (% of Target)	Incentive Earned (Bonus) ($)
Rob C. Holmes	$2,000,000	80.0%	$1,600,000
J. Matthew Scurlock	$386,250	80.0%	$309,000
John W. Cummings	$475,000	80.0%	$380,000
Tim J. Storms	$472,500	59.0%	$278,775
Anna M. Alvarado	$456,000	63.4%	$289,252


Performance Measure	Metric Weighting	Threshold	Target	Max	Actual	Achievement Percent	Payout
Earnings Per Share (2021)1	20%	$2.75	$3.25	$4.00	$4.60	200%	40.00%
Earnings Per Share (2022)1	20%	$1.575	$1.75	$2.19	$1.76	102%	20.40%
Earnings Per Share (2023)1	20%	$4.37	$4.86	$5.35	$3.93	0%	0%
TSR Relative to Peers2	40%	25th %ile	50th %ile	75th %ile	31.8th %ile	63.6%	25.44%
Aggregate 2021 Performance-based RSU Award Payout3							85.84%
1 For purposes of the 2021 Performance-based RSU Award, the Compensation Committee defined Earnings Per Share, for each of the respective years, as fully diluted GAAP earnings per share, with 2022 EPS further adjusted for the impact of certain non-recurring items and certain market influences, and with 2023 EPS further adjusted for the FDIC special assessment and certain non-recurring severance expenses.
2 Three-year performance period.
3 Percentage of target. No payout on any performance measure if the actual performance is below Threshold.


Pay Element			Risk-Balancing Features
Base Salary			• Salaries are a form of fixed compensation • Promotes retention of named executives by providing a basic level of compensation
Short-Term Incentive			• Annual performance (cash) bonus represents minority of variable compensation • Target award opportunity of 200% of base salary for CEO with lower opportunities for other NEOs, with maximum payout of 150% of target • Award level based on achievement of financial goals (70% weighting) and non-financial management strategic objectives (30% weighting), including risk outcomes • Subject to recovery under the Company’s Recoupment and Forfeiture Policy
Long-Term Equity			• Majority of variable compensation delivered in long-term equity • Retirement does not trigger acceleration of payment from the original payment schedule • Shares are subject to a robust holding requirement • Executive officers are prohibited from pledging Company stock in connection with a margin or similar loan and from entering into derivative/hedging transactions involving Company stock • No dividend equivalents are paid or accrued on unvested RSUs • Subject to forfeiture or recovery as described under the Company’s Recoupment and Forfeiture Policy
Performance-Based RSUs			• Long-term, three-year performance period, with cliff vesting • Upside compensation capped, with upside leverage of 200% of target for NEOs •With respect to the 2023 PRSU, if the Company’s TSR over the performance period is negative, then the payout for that portion of the award shall not exceed 100% of the target shares • Subject to downward adjustment by Compensation Committee under a wide variety of circumstances
Time-Based RSUs			• Promotes retention of NEOs by providing shares subject to time-based vesting



Governance Practices

ü			Pay for performance, including using a high percentage of performance restricted stock units for the annual equity grant to align interests with stockholders
ü			Provide a significant proportion of NEO compensation in the form of performance-based compensation
ü			Consider an appropriate peer group when establishing compensation, which group is evaluated annually to ensure it remains appropriate
ü			Ongoing investor outreach with stockholders by the Compensation Committee Chair and management to receive their feedback on compensation and governance
ü			Maintain robust anti-hedging and anti-pledging policies
ü			Balance short- and long-term incentives, aligning long-term incentives with future performance and stockholder returns
ü			Include caps on individual payouts in incentive plans
ü			Maintain a broad recoupment and forfeiture policy, which can be triggered by a financial restatement and other individual or corporate behavior
ü			Maintain an equity grant policy covering the timing of equity awards
ü			Maintain stock ownership guidelines requiring CEO to hold 6x base salary (4x for other NEOs)
ü			Apply double-trigger vesting in the event of a change in control in long-term equity awards (i.e., the executive must terminate after the event to receive benefits)
ü			Conduct an annual “say on pay” advisory vote for stockholders
ü			100% independent directors on the Compensation Committee
ü			Use an independent executive compensation consultant reporting to the Compensation Committee
ü			Review executive compensation consultant and advisors for independence and performance


Practices Avoided
X			No change in control excise tax “gross-up” agreements
X			No excessive perquisites
X			No tax “gross-ups” for perquisites, except for relocation benefits
X			No stock option repricing, reloads or exchange without stockholder approval
X			No dividend equivalents paid or accrued on unvested equity awards
X			No excessive risk-taking in compensation programs


Dated: February 7, 2024			Dale W. Tremblay, Chair
			David S. Huntley
			Elysia Holt Ragusa
			Steven P. Rosenberg


								Non-Equity Incentive Plan Compensation
Name and Principal Position (A)	Year	Salary		Bonus (B)		Stock Awards (C)		Annual Incentive Plan Compen-sation (D)		Long-Term Incentive Plan Compen-sation (E)		All Other Compen- sation (F)		Total

Rob C. Holmes	2023	$	1,000,000	$	—	$	4,027,438	$	1,600,000	$	—	$	20,800	$	6,648,238
President & CEO of the Company	2022	1,000,000		—		4,039,976		3,000,000		—		12,500		8,052,476
and Texas Capital Bank	2021	937,500		2,500,000		17,179,310		3,000,000		—		6,150		23,622,960

J. Matthew Scurlock	2023	512,500		—		584,636		309,000		—		22,017		1,428,153
MD & CFO of the Company and	2022	500,000		—		427,937		406,000		13,616		15,250		1,362,803
Texas Capital Bank	—

John W. Cummings	2023	500,000		—		558,027		380,000		—		25,596		1,463,623
MD & CAO of the Company and	2022	471,591		770,000		330,010		551,000		—		12,505		2,135,106
Texas Capital Bank	—

Tim J. Storms	2023	525,000		—		632,132		278,775		—		19,800		1,455,707
MD & CRO of the Company	2022	512,500		—		634,186		548,100		—		18,300		1,713,086
and Texas Capital Bank	2021	423,750		250,000		414,535		573,750		—		12,225		1,674,260

Anna M. Alvarado	2023	570,000		—		484,698		289,252		—		18,925		1,362,875
MD, CLO and Secretary of the	2022	570,000		—		487,818		483,360		—		12,825		1,554,003
Company and Texas Capital Bank	2021	120,909		440,000		1,300,026		—		—		—		1,860,935


Name	Year	Perquisites and Other Personal Benefits (A)		Company Contributions to 401(k) Plans (B)		Company Contributions to Nonqualified Deferred Compensation Plans		Total

Rob C. Holmes	2023	$	—	$	20,800	$	—	$	20,800
J. Matthew Scurlock	2023	—		22,017		—		22,017
John W. Cummings	2023	—		25,596		—		25,596
Tim J. Storms	2023	—		19,800		—		19,800
Anna M. Alvarado	2023	—		18,925		—		18,925


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards (A)						Estimated Future Payouts Under Equity Incentive Plan Awards (B)			All Other Stock Awards: Number of Shares of Stock or Units	Grant Date Fair Value of Stock and Option Awards
Name	Grant Date		Threshold		Target		Maximum		Threshold	Target	Maximum

Rob C. Holmes	2/9/2023	(C)	$	—	$	—	$	—	—	—	—	26,124	$	1,750,047
	2/9/2023	(D)	—		—		—		13,062	26,124	52,248	—	1,969,706
	2/9/2023	(E)	—		—		—		2,297	4,593	9,186	—	307,685
	N/A		1,000,000		2,000,000		3,000,000		—	—	—	—	—

J. Matthew Scurlock	2/9/2023	(C)	—		—		—		—	—	—	4,106	275,061
	2/9/2023	(D)	—		—		—		2,053	4,106	8,212	—	309,575
	N/A		193,125		386,250		579,375		—	—	—	—	—

John W. Cummings	2/9/2023	(C)	—		—		—		—	—	—	3,919	262,534
	2/9/2023	(D)	—		—		—		1,960	3,919	7,838		295,493
	N/A		237,500		475,000		712,500		—	—	—	—	—

Tim J. Storms	2/9/2023	(C)	—		—		—		—	—	—	4,106	275,061
	2/9/2023	(D)	—		—		—		2,053	4,106	8,212	—	309,575
	2/9/2023	(E)	—		—		—		355	709	1,418	—	47,496
	N/A		236,250		472,500		708,750		—	—	—	—	—

Anna M. Alvarado	2/9/2023	(C)	—		—		—		—	—	—	3,404	228,034
	2/9/2023	(D)	—		—		—		1,702	3,404	6,808	—	256,664
	N/A		228,000		456,000		684,000		—	—	—	—	—


		Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (A)	Market Value of Shares or Units of Stock That Have Not Vested (A)(B)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (C)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (B)(C)

Rob C. Holmes	2/9/2023	25,510	$	1,648,711	26,124	$	1,688,394
	2/9/2023	—	—		—	—
	2/8/2022	16,055	1,037,635		24,663	1,593,970
	2/3/2022	4,685	302,792		—	—
	6/16/2021	15,030	971,389		—	—
	2/26/2021	22,426	1,449,392		—	—
	2/1/2021	228,261	14,752,508		—	—

J. Matthew Scurlock	2/9/2023	4,106	265,371		4,106	265,371
	2/8/2022	1,880	121,504		2,820	182,257
	6/1/2021	240	15,511		—	—
	2/26/2021	755	48,796		—	—
	2/11/2020	556	35,934		—	—

John W. Cummings	2/9/2023	3,919	253,285		3,919	253,285
	2/1/2022	3,450	222,974		—	—

Tim J. Storms	2/9/2023	4,106	265,371		4,106	265,371
	2/9/2023	—	—		—	—
	2/8/2022	2,584	167,004		3,877	250,571
	2/3/2022	723	46,727		—	—
	6/16/2021	2,318	149,812		—	—
	2/26/2021	3,544	229,049		—	—

Anna M. Alvarado	2/9/2023	3,404	220,001		3,404	220,001
	2/8/2022	2,143	138,502		3,214	207,721
	11/5/2021	10,339	668,210		—	—


	Stock Awards
Name	Number of Shares Acquired on Vesting (A)	Value Realized on Vesting (B)

Rob C. Holmes	9,221	$	629,765
J. Matthew Scurlock	4,544	270,886
John W. Cummings	1,725	116,282
Tim J. Storms	1,292	88,360
Anna M. Alvarado	6,241	371,917


Name	NEO Contributions in Last Fiscal Year (A)		Company Contributions in Last Fiscal Year (B)		Aggregate Earnings/(Loss) in Last Fiscal Year (C)		Aggregate Withdrawals/Distributions		Aggregate Balance at Last Fiscal Year End (D)

Rob C. Holmes	$	—	$	—	$	—	$	—	$	—
J. Matthew Scurlock	—		—		19,913		(47,823)		152,128
John W. Cummings	—		—		—				—
Tim J. Storms	—		—		—				—
Anna M. Alvarado	265,848		—		30,259				296,107