TCBI 2022|Notice of ~~the Company's risk management framework~~Annual Meeting and review and recommendation to the board of directors of the Company's risk appetite statement. The Risk Committee oversees the activities of the ERC, which is chaired by the Company's Chief Risk Officer ("CRO"), who has a direct reporting relationship to the Risk Committee. The Audit Committee assists the board of directors in monitoring the Company’sProxy Statement 26

~~financial reporting risk, which includes the appropriateness~~


						Governance

◦launching a DEI strategy and establishing a Diversity, Equity and Inclusion Council, made up of ~~the allowance for credit losses, and regulatory compliance risk. The Human Resources Committee, in conjunction with its annual review and approval of the compensation of the Company’s CEO~~executive leadership and senior management, ~~considers whether~~to begin navigating and more proactively advancing ESG-related efforts;

◦hiring a VP of Diversity, Equity and Inclusion;

◦forming two employee resource groups (“ERGs”); and

◦purposeful DEI university hiring efforts;

•Incorporated environment, social and governance considerations into a Bank policy statement;

•Greater transparency through increased ESG reporting and disclosures; and

•Initiation of work to evaluate and address our climate risks and opportunities.



			"As President and CEO, it is important to me that the company live up to its stated values. As we look forward, we are eager to accelerate our advancements in diversity, equity and inclusion efforts as well as environmental, social and corporate governance areas." ROB C. HOLMES

ESG Governance and Reporting

Our ESG program is under the ~~Company’s~~primary oversight of our Board, with our Compensation Committee focusing on human capital management (including talent management, executive succession planning, DEI and culture). We review and discuss our strategy, goals, practices and performance with the Board, which also receives management updates on our progress, ratings, disclosures and stakeholder engagement. At the executive management level, our ESG program is led by our Chief Legal Officer, in collaboration with the Company's ESG Council established in 2021, which ensures appropriate alignment and involvement from the Chief Executive Officer, other executive leaders and cross-functional management. In 2021, we published our Corporate Social Responsibility Report, which can be found at https://www.texascapitalbank.com/who-we-are/our-company/community-impact. This report includes details on many of our ESG initiatives and accomplishments. We will continue to enhance and evolve our disclosures, taking into consideration industry practices and stakeholder expectations.

Environmental

We are focused on operating our business in a sustainable manner, as we believe it better serves our communities and also has a positive effect on operating expenses.

• Operational Environmental Impact. Our corporate headquarters is located in a leased building that has been designated as a U.S. Green Building Council Leaders in Energy and Environmental Design (LEED) Gold level building. Additionally, our branch-light operating philosophy allows us to avoid the impact on the environment of operating a large number of facilities.

• Sustainable Finance. Our lending agreements require that energy industry and real estate construction clients comply with all applicable federal, state and local environmental regulatory requirements. The Company is proud to support clients who excel in sustainable business practices, including the following:

◦An energy client that provides a clean burning alternative to diesel and gasoline for municipalities and private transportation fleets.

◦A client that creates products from recycled plastic, agricultural waste and natural resources, while aiding in the fight against deforestation in the United States.

During 2021 the Bank incorporated Environment, Social and Governance considerations into a policy statement. The statement sets forth expectations that as part of the Bank's “know your customer” program

TCBI 2022|Notice of Annual Meeting and Proxy Statement 27


						Governance

and due diligence efforts it will consider potential environmental, social or governance risk factors, including those related to the Bank's Enhanced Due Diligence industry list.

Social and Human Capital Management

The health, safety and well-being of our employees and customers is of paramount importance. This includes financial and other support, encouragement of a culture of diversity, equity, and inclusion, through training and development, and both personal and financial involvement in the community.

• Health & Safety / COVID-19 Response. Our policy is to provide a safe and healthy workplace. In 2021, we continued our response to the global COVID-19 pandemic by supporting our employees, clients and communities in a variety of ways.

◦We focused on providing employee support to address work, life, financial and health-related issues. This included programs and benefits to ease work-from-home challenges and address the medical and other support needs of those directly impacted by COVID-19. Examples include mental health support, technology, equipment and a commitment to retain our incentive ~~plans encourage participants~~compensation packages.

◦We took significant measures to provide employees with a sense of safety, security, and certainty in response to the COVID-19 pandemic. To protect the health and safety of employees and customers, we established social distancing and hygiene and environmental safety protocols for on-site workers at our banking centers and offices. We also provided free COVID-19 testing for employees enrolled in our medical coverage. In addition, we developed tracking and reporting solutions to monitor employee circumstances related to the COVID-19 pandemic.

◦We enhanced our performance management process, and implemented a more defined process for succession planning deeper into the organization. We also enhanced parental bonding leave benefits.

◦We facilitated $206 million in Small Business Administration loans via the second round of the Paycheck Protection Program.

◦Under our Live, Learn, Lift philanthropic giving program, we donated more than $2 million to non-profit causes, many providing COVID-19 assistance.

• Diversity, Equity and Inclusion (“DEI”). We work to promote a culture of diversity, equity, and inclusion across everything we do, from how we serve our clients and develop products and services, to the ways we help communities and support our employees. As part of these efforts, we strive to build diverse and inclusive teams that will continue to attract and retain top talent.

When we launched our Diversity, Equity and Inclusion Council in 2020, it was to accelerate diversity, equity and inclusion efforts and outcomes. The Council exists as part of our commitment to address diversity, equity and inclusion, both within our company and in our communities. The DEI Council is Co-Chaired by our CEO and our CHRO, and is made up of colleagues from departments across our organization, and aims to steer our diversity and inclusion strategies. The Council is working to develop DEI goals and metrics that will be ingrained in our business strategy. Through routine strategy sessions and planning, the DEI Council continues to explore the evolution of diversity, equity and inclusion at the Company.

Our DEI program is led by our new VP of Diversity, Equity and Inclusion. We take ~~risks~~a multi-pronged approach to creating a diverse and inclusive workplace that ~~would be reasonably likely~~includes employee awareness programs and resource groups, training and educational opportunities, leadership development, mentoring and hiring outreach programs. We are continually investing in our workforce to ~~have a material adverse impact on the Company,~~further emphasize diversity and inclusion and to foster our employees’ growth and career development.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 28


						Governance

DEI is important in all that we do and it starts with our recruiting efforts. In 2021, 40% of new hires were women and 42% were members of racial minority groups.

In 2021, we adopted a marketing plan under which we will have more presence on social media highlighting our transformational work, insights into our culture and more awareness of the Company as a whole. To date, the plan has resulting in six times the number of viewers when compared to the prior social media presence for Texas Capital Bank.

“By fostering an inclusive, respectful and diverse workplace where all voices are heard and valued, together we will strengthen our position as a leading regional bank. As we look ahead, we understand the significant opportunity we have to further advance our DEI efforts.”

ROB C. HOLMES, CEO & President

In 2021, two new employee resource groups (ERGs) were officially created: Women of Texas Capital Bank ERG and Veterans and Employees Together (VET) ERG. Both have been very active in engaging colleagues in a variety of activities and events, from Breast Cancer Awareness Month to Veteran’s Day observances, and town hall events with topics such as “Why Mentoring is Important” fireside chat. Additionally, three new ERGs officially launched in January 2022. Their unique missions are as follows:

◦Emerging Professionals Employee Resource Group – whose mission is to support the ~~extent necessary, reviews~~growth of emerging professionals by creating opportunities for these leaders to build meaningful relationships with our teams across all markets and ~~discusses~~age groups. We aim to provide members with ~~management any related risk mitigation features determined~~networking and community service events, career development activities, and have them engage with leaders at all levels across the firm.

◦Multiethnic Employee Resource Group (MERG) – whose mission is to ~~be advisable.~~

~~Director Independence~~

~~The board~~serve all employees by celebrating, uplifting, and prioritizing the importance of ~~directors has determined~~diversity and inclusion across all ethnicities, both within the bank and in our communities. We strive to engender a multicultural perspective through initiatives that ~~each director other than Mr. Helm qualifies as an “independent director” as defined in~~promote cultural competence, allyship, and development. In keeping with the ~~Nasdaq Stock Market Listing Rules~~Company's core values of collaboration, inclusion, and ~~as further defined by applicable statutes~~respect, MERG works to bring awareness of achievements and ~~regulations.~~

~~Board Leadership Structure~~

~~On May 25, 2020, Larry L. Helm, chairman~~challenges of the ~~board, succeeded C. Keith Cargill~~diverse individuals and communities we represent as ~~CEO and president of the Company while the board of directors conducts~~ a search to identify a permanent CEO. Prior to this date, the CEO and chairman positions were separated under the Company’s board leadership structure, with Mr. Helm acting as the non-executive chairman and Mr. Cargill serving as the CEO. The board of directors has determined that separating the CEO and chairman positions is the most effective way for its leadership to be structured and believes this is a best practice for governance, but has amended the Guidelines to allow for the present structure and the designation of an independent lead director on an interim basis during a CEO succession process. During the interim period in which Mr. Helm is serving as both CEO and chairman, James H. Browning has been appointed to serve as lead director. The members of the Company’s board of directorscompany. Our resource group will also serve as ~~directors~~a partner to strengthen a work environment free of race or ethnic discrimination.

◦Professionals Respecting Others' Unique Differences (PROUD) Employee Resource Group – whose mission is to cultivate an inclusive environment that supports and encourages LGBTQ+ and allies to advance their professional skills and leadership abilities through mentorship, dialogue, and bringing your authentic self to work. Our members are committed to empowering others in the community by sharing challenges and experiences and making meaningful connections.

We adopted a Human Rights Policy that, among other things, addresses the protection of women's and minority groups' rights, and it applies to our suppliers and partners, too. As of December 31, 2021, we had approximately 1,750 employees, nearly all of whom are full-time. Approximately 50% are female and approximately 40% are members of racial minority groups.

• Training and Development. We support and develop our employees through a variety of training and development programs that build and strengthen employees’ leadership and professional skills, including career development plans, in-house learning opportunities and an early career development program.

As part of our training and development program, during 2021, we:

◦Created and launched training targeted for people managers.

◦Packaged current online training courses to align with career paths.

◦Launched an analyst program that includes several weeks of training in preparation to move into frontline banking positions.

◦Created technical training focused on bank employees.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 29


						Governance

• Involvement in the Community / Affordable Housing. We established ourselves as a leader in the community by making strategic financial investments in community endeavors and by promoting a strong corporate culture of volunteerism. We serve our communities under three pillars:

◦Live (basic needs to support quality of life);

◦Learn (educational opportunities for lifetime success); and

◦Lift (supportive services for individuals, small businesses and veterans).

During 2021, we continued providing relief in response to the COVID-19 pandemic and made significant investments in non-profits and small businesses to ensure their continued survival and success.

Throughout 2021 we were able to provide a wide range of support to our communities, including Total Impact Lending of $4.3 billion, exclusively within our market assessment area of Texas and exclusively serving low- and moderate-income (“LMI”) / underserved communities and small businesses that fit the SBA definition of $1MM or less in annual revenues or loans less than $1MM to a business, comprised of:

◦$342 million in community lending, which includes loans in underserved communities or loans that benefit LMI individuals, including loans for affordable housing; loans to community service providers (e.g., medical facilities that serve indigent, uninsured); loans to businesses that create jobs in LMI areas; and loans for rebuilding and revitalizing these areas. These loans helped to create 477 single-family and 535 multi-family affordable housing units, medical facilities, 127 beds at homeless shelters and 1,014 permanent jobs in the communities that we serve.

◦$2.4 billion in the form of loans to 60,240 small businesses.

◦$119 million for homebuilders’ lines of credit / loans to build 477 single-family homes under $300,000 in low- and moderate-income communities.

◦$1.5 billion for home mortgages, including 1,195 mortgages in low- and moderate-income communities.

We also had Impact Investing during 2021 of $51 million. Texas Capital Community Development Corporation, a wholly-owned subsidiary of the Bank, made investments in ~~order~~various Community Reinvestment Act-qualified funds that provide equity and subordinated debt capital into small and growing businesses. These investments funds are Small Business Investment Corporations (SBIC); Community Development Corporations (CDFI); and real estate funds that invest in preserving affordable multi-family housing.

During 2021 we also made more than $2 million in various philanthropic investments. In addition, we and our employees helped restock food bank shelves, purchased holiday gifts for children in need and supported our front-line heroes.

Additional impactful activities included:

◦Our employees spent over 7,600 hours volunteering in Company-sponsored projects, teaching financial literacy and skills-based volunteering. Impact Teams are committees in each of our offices that coordinate volunteer projects to ~~provide effective oversight~~serve their local community. These teams are completely voluntary and serve as the hands and feet of our volunteer program.

◦Our Mobile Banking Center was deployed for most of the ~~Bank.~~

~~Mr. Browning brings~~year to a ~~breadth of experience to his service as lead director, having~~local hospital in Dallas, Texas, where a mobile COVID-19 testing center has been set up. The Mobile Banking Center has served as a ~~director~~private space of refuge with fully equipped facilities for medical staff to rest and, when needed, serve as an additional testing site.

◦Maintenance of a virtual financial literacy curriculum to ensure that there is no disruption to the financial literacy programming we provide through our Mobile Banking Center or with partner non-profit agencies.

Our 2021 annual Corporate Social Responsibility Report highlights our commitment to underserved communities.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 30


						Governance

• Political Activities. Our corporate responsibility includes participation from time to time in the political and public policy process, specifically in areas that impact the banking industry, as well as our clients, stockholders, employees and communities. It is important that we engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of our business and our key constituents. Our political activities are subject to the oversight of our Governance Committee, which recognizes the importance of appropriate governance and risk management of our corporate political activities, and reviews our activities for alignment with our business, strategy and corporate values, as well as compliance with applicable laws and regulations. Political contributions are made primarily through a federal political action committee that is non-partisan and employee funded. Political contributions utilizing corporate funds are limited and subject to restrictions and disclosure pursuant to our policies.

Governance

• Corporate Governance. Strong corporate governance practices support our overall effectiveness and enable us to manage our business and maintain our integrity in the marketplace. We believe strong governance is essential and constructive at all levels, from the board of directors to executive management and throughout our Company. For more information about our governance practices, see “Board and Corporate Governance: Strong Governance Practices” and “Compensation Governance Best Practices”. During 2021 we met with stockholders to communicate our progress on ESG matters and to better understand how ESG fits into their investment analysis and decision making. See “Stockholder Engagement” below.

The above summary reflects selected highlights of our various ESG efforts and is not an exhaustive list.

Stockholder Engagement

Our Board and management team greatly value the perspectives and feedback of our stockholders, which is why we have proactive, ongoing engagement with our stockholders throughout the year. Our Chairman, the Compensation and Human Capital Committee Chair, and executive management significantly expanded our engagement efforts in 2021, meeting with several of our investors to discuss our new strategic plan, changes in the senior management team and other topics outlined below. In addition, our Chief Executive Officer, our Chief Financial Officer and our Investors Relations team maintain ongoing dialogue among our stockholders on the Company's financial and strategic performance.


We contacted			Representing over
19 of our Top 25			69%
Stockholders			of our outstanding common stock

We held in-person and telephonic meetings with			Representing approximately
10			31%
Stockholders			of our outstanding common stock

Feedback from this year's investor meetings was positive with many investors expressing appreciation for the Company's strategy and new executive team. Topics covered during our discussions with investors included:

•board composition, including diversity and skills;

•board oversight of risk;

•our executive compensation program and philosophy; and

•corporate responsibility, including human capital management.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 31


						Governance

Several stockholders also expressed a preference for enhanced disclosure of Board member expertise and diversity. A summary of the ~~Company~~feedback we received was discussed and the Bank since 2009 and as chair of the Audit Committee and as a member of the Governance and Nominating Committee since 2012, while also serving as an independent director, chairman of the board and committee chair for other public companies. In his role as lead director, Mr. Browning’s duties include, but are not limited to, the following:

~~Serving as liaison between the chairman and the independent directors;~~

~~approving and supporting the creation of forward-looking agendas for meetings of the board;~~

~~coordinating the activities of the independent directors;~~

~~authorizing the retention of outside advisors and consultants~~considered by the ~~board;~~Board and our Compensation Committee.

~~coordinating~~The Company continually evaluates enhancements to our corporate governance, ESG and executive compensation practices, and appreciates engaging key stakeholders – including our stockholders – in the evaluation of these enhancements. For example, we made the ~~chairman by~~following enhancements to our proxy statement to improve transparency:

•increased disclosure of ESG and human capital matters;

•more clarity on the ~~independent directors;~~

~~approving information delivered and communicated~~one-time payments to the ~~board, including the quality, quantity~~new CEO in 2021; and ~~timeliness~~

•added director skills and diversity matrices.

TCBI 2022|Notice of ~~such information;~~Annual Meeting and Proxy Statement 32

~~facilitating the board’s approval of the number and frequency of its meetings;~~

~~presiding over all board meetings at which the chairman is not present, including executive sessions of the independent directors;~~

~~calling meetings of the independent directors; and~~

~~serving as an ex-officio member of each board committee attending meetings of such committees.~~


						Governance

Committees of the Board of Directors ~~and Meeting Attendance~~

The board of directors ~~had~~has four standing committees:

•Audit Committee

•Governance and Nominating Committee

•Compensation and Human Capital Committee

•Risk Committee

The following table sets forth the current composition of our committees as of the date of this Proxy Statement and the number of meetings of each committee during ~~2019.~~ 2021.

Independent
Director

Audit
Committee

Governance
and Nominating
Committee

Compensation
and Human
Capital
Committee

Risk
Committee

Paola M. Arbour

Jonathan E. Baliff

James H. Browning À

Larry L. Helm ◊

Rob C. Holmes

David S. Huntley

Charles S. Hyle À

Elysia Holt Ragusa

Steven P. Rosenberg

Robert W. Stallings

Dale W. Tremblay

Meetings in 2021

Board = 5

◊ Chair of the Board £ Committee Chair = Committee Member À Financial Expert

A general description of the functions performed by each committee ~~and committee membership as of the date of this Proxy Statement~~ is set forth below.

~~Governance and Nominating Committee.~~ For more information about the risk oversight delegated to each committee, see “The Governance and Nominating Committee oversees the corporate governance policies for the Company and identifies, screens, recruits and recommends to the board of directors candidates to serve as directors. The Committee makes recommendations concerning the size and composition of the board of directors, considers any corporate governance issues that arise and develops appropriate recommendations, develops specific criteria for director independence and assesses the effectiveness of the board of directors. Governance and Nominating Committee members are Elysia Holt Ragusa (chair), James H. Browning, Robert W. Stallings, and Ian Turpin. Mr. Stallings joined the Committee in July 2020. Mr. Turpin is not standing for re-election at the Annual Meeting. The board of directors hasRisk Oversight

” above beginning on page 25.

~~adopted a charter for the Governance and Nominating Committee, which is available on the Company’s website at~~ •~~https://investors.texascapitalbank.com/govdocs. The Governance and Nominating Committee met eight times during 2019.~~

The Governance and Nominating Committee considers industry knowledge and other business expertise, personal traits such as character, integrity and wisdom, and the candidate’s understanding of business operations, marketing, finance or other aspects relevant to the success of a large publicly traded corporation in today’s business environment, among other factors, when evaluating candidates for the Company’s board of directors.

The Committee considers diversity when identifying nominees for director, looking primarily for diversity in professional experiences and skills, but also considering other dimensions of diversity, including gender and cultural background. Director searches in recent years have specified that candidates should provide diversity to the board in addition to specific experience and skill sets being sought; the individuals considered by the Governance and Nominating Committee in these searches have included diverse candidates and it is expected that future director searches will continue this practice. Two of the three most recent additions to the board of directors enhanced its gender and racial diversity.

These considerations ensure the board of directors is comprised of individuals who are able to contribute a variety of viewpoints, which the Committee believes is an important component in ensuring that the board exercises good judgment and diligence.

The Committee regularly assesses the size of the board of directors, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the board of directors. Candidates may come to the attention of the Committee from current directors, stockholders, professional search firms, officers or other persons. The Committee reviews all candidates in the same manner regardless of the source of the recommendation.

Audit Committee. The Audit Committee oversees the Company’s and the Bank’s processes related to financial and regulatory reporting, internal control, and regulatory and legal compliance. The Audit Committee also oversees the Company’s internal control over financial reporting, management’s preparation of the financial statements of the Company, the Company’s methodology for establishing the allowance for credit losses and the sufficiency of quarterly provisions for credit losses, and reviews and assesses the independence and qualifications of the Company’s independent registered public accounting firm. The board of directors ~~has~~ adopted a written charter for the Audit Committee, which is available on the Company’s website at https://investors.texascapitalbank.com/~~govdocs~~.governance-responsibility/governance-documents/default.aspx. The Audit Committee appoints the firm selected to be the Company’s independent registered public accounting firm and monitors the performance of such firm, reviews and approves the scope of the annual audit and quarterly reviews and reviews with

TCBI 2022|Notice of Annual Meeting and Proxy Statement 33


						Governance

the independent registered public accounting firm the Company’s annual audit and annual consolidated financial statements. The Audit Committee also oversees the Company’s internal audit staff, which includes reviewing with management the status of internal accounting controls, and evaluates areas having a potential financial or regulatory impact on the Company that may be brought to the Audit Committee’s attention by management, the independent registered public accounting firm, the board of directors or by employees or other sources, including the Company’s confidential “hotline” maintained to allow employees to make confidential reports of matters requiring attention. The Audit Committee members are James H. Browning (chair), David S. Huntley, Charles S. Hyle and Patricia A. Watson. Ms. Watson is not standing for re-election at the Annual Meeting. The Audit Committee met five times during 2019.

The board of directors ~~has~~ determined that all of the Audit Committee’s members are able to read and understand fundamental financial statements and are independent of management as contemplated by the current listing standards of the Nasdaq Stock ~~Market.~~Market and SEC regulations. The board of directors also determined that two members, Messrs. Browning and Hyle, qualify as “audit committee financial experts” as defined by the SEC and also satisfy the Nasdaq Stock Market’s financial sophistication requirements.

•Governance and Nominating Committee. The Governance and Nominating Committee (“Governance Committee”) oversees the corporate governance policies for the Company and identifies, screens, recruits and recommends to the board of directors candidates to serve as directors. The Governance Committee makes recommendations concerning the size and composition of the board of directors, considers any corporate governance issues that arise and develops appropriate recommendations, develops specific criteria for director independence, and assesses the effectiveness of the board of directors. The board of directors adopted a charter for the Governance Committee, which is available on the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx.

The Governance Committee considers industry knowledge and other business expertise, personal traits such as character, integrity and wisdom, and the candidate’s understanding of business operations, marketing, finance or other aspects relevant to the success of a large publicly traded corporation in today’s business environment, among other factors, when evaluating candidates for the Company’s board of directors.

The Governance Committee considers diversity when identifying nominees for director, looking primarily for diversity in professional experiences and skills, but also considering other dimensions of diversity, including gender identity and cultural background. Director searches in recent years have specified that candidates should provide diversity to the Board in addition to specific experience and skill sets being sought; the individuals considered by the Governance Committee in these searches have included diverse candidates, and it is expected that future director searches will continue this practice. Two of the three most recent additions to the board of directors enhanced its gender and racial diversity. These considerations ensure the board of directors is comprised of individuals who are able to contribute a variety of viewpoints, which the Governance Committee believes is an important component in ensuring that the Board exercises good judgment and diligence.

The Governance Committee regularly assesses the size of the board of directors, whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the board of directors. Candidates may come to the attention of the Governance Committee from current directors, stockholders, professional search firms, officers or other persons. The Governance Committee reviews all candidates in the same manner regardless of the source of the recommendation.

•Compensation and Human ~~Resources~~Capital Committee. The Compensation and Human ~~Resources~~Capital Committee (“HRCompensation Committee”) advises management and makes recommendations to the board of directors with respect to the compensation and other employment benefits of the named executive officers ~~and key employees~~ of the Company. The HRCompensation Committee also ~~administers~~oversees the

~~Company's~~ Company’s long-term incentive and annual incentive programs for executive officers and employees. The HRCompensation Committee’s Charter is available on the Company’s website at https://investors.texascapitalbank.com/~~govdocs~~.governance-responsibility/governance-documents/default.aspx. The ~~HR Committee~~board of directors determined that all of the Compensation Committee’s members are ~~Dale W. Tremblay (chair), Elysia Holt Ragusa~~independent of management as contemplated by the current listing standards of the Nasdaq Stock Market, and ~~Steven P. Rosenberg. The HR Committee met six times during 2019.~~are also independent

TCBI 2022|Notice of Annual Meeting and Proxy Statement 34


						Governance

under SEC rules, including SEC Rule 16b-3. For more information regarding the HRCompensation Committee’s processes and procedures for the consideration and determination of executive compensation, see the “Compensation Discussion and Analysis” later in this Proxy Statement.

•Risk Committee. The Risk Committee oversees the Company’s policies and processes related to risk identification, assessment, monitoring and management, including the establishment of a comprehensive risk framework for the Company and setting and monitoring the risk appetite of the Company as described in more detail above at "“Risk Oversight"”. The Risk Committee’s Charter is available on the Company’s website at https://investors.texascapitalbank.com/~~govdocs. The Risk Committee members are Charles S. Hyle (chair), Jonathan E. Baliff, Larry L. Helm and Robert W. Stallings. The Risk Committee met four times during 2019.~~governance-responsibility/governance-documents/default.aspx.

Additional Governance Matters

Communications with the Board

Stockholders may communicate with the board of directors, including the non-management directors, by sending an e-mail to bod@texascapitalbank.com or by sending a letter to the board of directors, c/o Corporate Secretary, 2000 McKinney Avenue, 7^th Floor, Dallas, Texas 75201. The Corporate Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will submit stockholder correspondence to the chairman of the board or to any specific director to whom the correspondence is directed.

~~Report of the Audit Committee~~

~~The Audit Committee's general role is to assist the board of directors in overseeing the Company's financial reporting process and related matters. The Audit Committee has reviewedand discussed with the Company's management and the Company'sindependent registered public accounting firm the audited financial statements of the Company for the year ended December 31, 2019.~~

The Audit Committee has also discussed with the Company's independent registered public accounting firm the matters required to be discussed pursuant to the Public Company Accounting Oversight Board Auditing Standard, ~~Communications with Audit Committees~~. The Audit Committee has received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm pursuant to applicable requirements of the Public Company Accounting Oversight Board regarding communication with audit committees concerning independence, and has discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee has also considered whether the provision of non-audit services to the Company by Ernst & Young LLP is compatible with maintaining their independence, and has determined that such independence has been maintained.

Based on the review and discussion referred to above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 12, 2020.

~~This report is submitted on behalf of the Audit Committee of the board of directors of Texas Capital Bancshares, Inc.~~

~~James H. Browning, Chair~~

~~David S. Huntley~~

~~Charles S. Hyle~~

~~Patricia A. Watson~~

Code of Business Conduct and Ethics

The Company ~~has~~ adopted a Code of Business Conduct and Ethics ("(“Code of ~~Conduct"~~Conduct”) that applies to all of its employees, including its CEO, CFO, and Chief Accounting Officer. The ~~Company has made the~~ Code of Conduct is available on ~~its~~the Company's website at https://investors.texascapitalbank.com/~~govdocs~~.governance-responsibility/governance-documents/default.aspx. Any amendments to, or waivers from, our Code of Conduct applicable to our executive officers will be posted on our website within four days of such amendment or waiver.

Director Compensation

Director Compensation Process

Our director compensation program is intended to enhance our ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of our common stock. Our Board reviews director compensation at least annually based on recommendations by the Compensation Committee (in consultation with the Governance Committee). The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation and since 2018 has engaged Pearl Meyer to assist in setting director compensation. The Compensation Committee reviews director compensation taking into account multiple factors, including pay practices at publicly traded companies, continued expansion of director, committee chair and lead director responsibilities, and the growing time commitment. The Committees and the Board base their determinations on director compensation on recommendations from Pearl Meyer and on market practices and reviewing trends at other S&P 500 companies and our compensation comparator companies (outlined below). The Compensation Committee is looking at the structure of Board compensation to more align with industry and peer groups.

2021 Director Compensation

For service on our board of directors in 2021, our non-employee directors were paid an annual retainer of $55,000 and a fee of $1,750 per meeting. Our non-executive, independent Chair received pro-rata shares of an additional $80,000 per year for the periods during which he served in that role. In addition, each member of a committee was paid a fee of $1,750 per committee meeting attended. Directors serving as chair of the Audit Committee and Risk Committee received an additional $30,000 per year for serving in those roles and the directors chairing the Compensation Committee and Governance Committee received an additional

TCBI 2022|Notice of Annual Meeting and Proxy Statement 35


						Governance

$20,000 per year for serving in those roles. Members attending special meetings of the board and committees were paid $1,750 per meeting. In addition to cash retainer fees, each non-employee director received an annual grant of RSUs with an aggregate grant date fair value of approximately $65,000 at the April board meeting, which vest in full one year from the grant date on April 20, 2022. New non-employee directors receive a grant of RSUs with an aggregate grant date fair value of approximately $65,000 upon their appointment, which vest in full on the first anniversary of the grant date.

The following table contains information pertaining to the compensation of the Company’s board of directors for the 2021 fiscal year. Amounts below also include fees paid for service on subsidiary board committees.

2021 Director Compensation Table*


Name	Fees Earned or Paid in Cash (A)		Stock Awards (B)		Total

Paola M. Arbour	$	15,500	$	65,040	$	80,540
Jonathan E. Baliff	81,250		65,041		146,291
James H. Browning	187,417		65,041		252,458
Larry L. Helm (C)	54,833		750,056		804,889
David S Huntley	86,500		65,041		151,541
Charles S. Hyle	114,750		65,041		179,791
Elysia Holt Ragusa	127,250		65,041		192,291
Steven P. Rosenberg	98,000		65,041		163,041
Robert W. Stallings	109,000		65,041		174,041
Dale W. Tremblay	103,000		65,041		168,041

*Columns for which no amounts are reported have been deleted.

~~COMMON~~ (A)Amounts represent meeting fees paid upon attendance of board and committee meetings, annual retainer fees and fees for service as chairman of the board or a committee.

(B)Amounts represent the aggregate grant date fair value of RSUs, determined in accordance with Accounting Standard Codification (ASC) Topic 718. On April 20, 2021, Mr. Helm and all other currently serving directors received 11,705 and 1,015 RSUs, respectively, with a grant date fair value of $64.08 per share which will vest in full on April 20, 2022. On July 20, 2021, Ms. Arbour received 1,077 RSUs with a grant date fair value of $60.39 per share which will vest in full on July 20, 2022.

(C)Mr. Helm acted as our interim CEO from May 2020 until January 2021. In addition to his normal compensation as a director, he received a base salary and an award of time-based RSUs for acting as interim CEO. The RSUs are included in the table above, together with his other compensation as a director. His base salary is included in the “2021 Summary Compensation Table” below.

Director Stock Ownership Guidelines

The board of directors established stock ownership guidelines for directors to further align their interests with the long-term interests of stockholders. Directors are expected to own common stock having a value of at least four times the cash portion of the annual retainer paid to outside directors, and may not dispose of any shares of the Company’s common stock unless they own, and will continue to own, common stock with a value at or above that level. As of the computation date, December 31, 2021, all of our then current independent directors had attained the minimum stock ownership levels based on holdings, except for Ms. Arbour, who joined the Board in 2021.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 36


						Stock Ownership Information

STOCK OWNERSHIP ~~OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~INFORMATION

Principal Stockholders and Beneficial Owners

The following tables set forth information as of ~~August 28, 2020~~February 23, 2022, concerning the beneficial ownership of the Company’s common stock by: (a) each person the Company knows to beneficially own more than 5% of the issued and outstanding shares of a class of common ~~stock,~~stock; (b) each director, director nominee, and ~~NEO,~~NEO; and (c) all of the Company’s executive officers and directors as a group. The persons named in the table have sole voting and investment power with respect to all shares they owned, unless otherwise noted. In computing the number of shares beneficially owned by a person and the percentage of ownership held by that person, shares of common stock subject to options, restricted stock units ~~("RSUs"~~(“RSUs”) or stock appreciation rights ~~("SARs"~~(“SARs”) held by that person that are currently exercisable or will become exercisable or vest within 60 days of ~~August 28, 2020~~February 23, 2022 are deemed exercised and outstanding.


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	5,658,482	(1)	11.16%
The Vanguard Group and certain affiliates	4,905,751	(2)	9.68%
State Street Corporation and certain affiliates	3,109,576	(3)	6.13%
AllianceBernstein L.P. and certain affiliates	2,674,935	(4)	5.28%

* Percentage is calculated on the basis of 50,690,920 shares, the total number of shares of common stock outstanding on February 23, 2022.

(1) As reported by BlackRock, Inc. on a Schedule 13G/A filed with the SEC on January 27, 2022, as of December 31, 2021, reporting sole voting power with respect to 5,562,027 shares and sole dispositive power with respect to 5,658,482 shares. Its address is 55 East 52nd St., New York, NY 10055.

(2) As reported by The Vanguard Group on a Form 13G//A filed with the SEC on February 10, 2022, as of December 31, 2021, reporting shared voting power with respect to 64,631 shares, sole dispositive power with respect to 4,796,560 shares and shared dispositive power with respect to 109,191 shares. Its address is 100 Vanguard Blvd., Malvern, PA 19355.

(3) As reported by State Street Corporation on a Form 13G/A filed with the SEC on February 14, 2022 as of December 31, 2021, reporting shared voting power with respect to 3,000,224 shares and shared dispositive power with respect to 3,109,576 shares. Its address is 1 Lincoln Street, Boston, MA 02111.

(4) As reported by AllianceBernstein L.P on a Form 13G filed with the SEC on February 14, 2022 as of December 31, 2021, reporting sole voting power with respect to 2,307,025 shares, sole dispositive power with respect to 2,623,063 shares and shared dispositive power with respect to 51,872 shares. Its address is1345 Avenue of the Americas, New York, NY 10105.


Name (1)	Number of Shares of Common Stock Beneficially Owned		Percent of Shares of Common Stock Outstanding**
Anna M. Alvarado	—		*
Julie L. Anderson	43,796		*
Paola M. Arbour	251		*
Jonathan E. Baliff	5,257	(2)	*
James H. Browning	16,966	(3)	*
Larry L. Helm	70,781	(4)	*
Rob C. Holmes	8,308		*
David S. Huntley	6,460	(5)	*
Charles S. Hyle	10,012	(6)	*
Elysia Holt Ragusa	10,787	(7)	*
Steven P. Rosenberg	36,372	(8)	*
Robert W. Stallings	101,085	(9)	*
Tim J. Storms	4,173		*
Dale W. Tremblay	11,987	(10)	*

All current executive officers and directors as a group (14 persons)	283,501		0.56%

* Less than 1% of the issued and outstanding shares of the class.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 37

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 5,833,155 (1) 11.56%
The Vanguard Group and certain affiliates 4,876,485 (2) 9.67%


*			~~Percentage is calculated on the basis of 50,447,825 shares, the total number of shares of common stock outstanding on August 28, 2020.~~			Stock Ownership Information

** Percentage is calculated on the basis of 50,690,920 shares, the total number of shares of common stock outstanding on February 23, 2022.

(1) Unless otherwise stated, the address for each person in this table is 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201.

(2) Includes 4,242 shares held by Mr. Baliff, as well as 1,015 RSUs that will vest within 60 days.

(3) Includes 15,951 shares held by Mr. Browning, as well as 1,015 RSUs that will vest within 60 days.

(4) Includes 59,076 shares held by Mr. Helm, as well as 11,705 RSUs that will vest within 60 days.

(5) Includes 5,445 shares held by Mr. Huntley, as well as 1,015 RSUs that will vest within 60 days.

(6) Includes 8,997 shares held by Mr. Hyle, as well as 1,015 RSUs that will vest within 60 days.

(7) Includes 9,772 shares held by Ms. Ragusa, as well as 1,015 RSUs that will vest within 60 days.

(8) Includes 2,242 shares held by Mr. Rosenberg, as well as 1,015 RSUs that will vest within 60 days. Also includes 33,115 shares held by EAD Investments, Ltd. Mr. Rosenberg and his spouse are the beneficiaries of the two trusts that have equal ownership of EAD Investments, Ltd.

(9) Includes 34,418 shares held by Mr. Stallings, as well as 1,015 RSUs that will vest within 60 days. Also includes 65,652 shares held by SCG Ventures, LP. Mr. Stallings and his spouse are the owners of Stallings Management LLC that is a general partner of SCG Ventures, LP.

(10) Includes 10,972 shares held by Mr. Tremblay, as well as 1,015 RSUs that will vest within 60 days.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company's directors and executive officers, as well as persons who beneficially own more than 10% of a registered class of its equity securities, to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. The Company, based solely on a review of its Section 16(a) reports filed during 2021, believes that the required Section 16(a) reports were filed on a timely basis by its directors and executive officers, except that a Form 3 reflecting initial beneficial ownership as of January 25, 2021 and a Form 4 reflecting the grant of 233,755 RSU's on February 1, 2021 were both filed for Rob C. Holmes on February 8, 2021.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 38


~~(1)~~			As reported by BlackRock, Inc. on a Schedule 13G/A filed with the SEC on July 10, 2020, as of June 30, 2020 reporting sole voting power with respect to 5,730,807 shares and sole dispositive power with respect to 5,833,155 shares. Its address is 55 East 52^nd ~~St., New York, NY 10055.~~			Audit Matters

AUDIT MATTERS

Audit Committee Report

The Audit Committee’s general role is to assist the board of directors in overseeing the Company’s financial reporting process and related matters. The Audit Committee reviewedand discussed with the Company’s management and the Company’sindependent registered public accounting firm the audited financial statements of the Company for the year ended December 31, 2021.

The Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed pursuant to the Public Company Accounting Oversight Board Auditing Standard, Communications with Audit Committees, and as required by the SEC. The Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm under applicable requirements of the Public Company Accounting Oversight Board regarding communication with audit committees concerning independence, and discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee also considered whether the provision of non-audit services to the Company by Ernst & Young LLP is compatible with maintaining their independence, and has determined that such independence has been maintained.

Based on the review and discussion referred to above, the Audit Committee recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, to be filed with the SEC on February 9, 2022.

This report is submitted on behalf of the Audit Committee of the board of directors of Texas Capital Bancshares, Inc.


~~(2)~~Dated: February 7, 2022			As reported by The Vanguard Group on a Form 13F-HR filed with the SEC on August 14, 2020, as of June 30, 2020, reporting shared voting power with respect to 53,681 shares, sole dispositive power with respect to 4,786,716 shares and shared dispositive power with respect to 89,769 shares. Its address is 100 Vanguard Blvd., Malvern, PA 19355.James H. Browning, Chair
			David S. Huntley
			Charles S. Hyle

Auditor Fees and Services

The Audit Committee has appointed Ernst & Young LLP to continue as our independent registered public accounting firm for the 2022 fiscal year. Fees for professional services provided by the Company’s independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were:


(in thousands)	2021		2020
Audit fees	$	2,366	$	2,372

Tax fees	458		398
Total	$	2,824	$	2,770

Fees for audit services include fees associated with the audit of the Company’s annual consolidated financial statements and internal controls over financial reporting, the review of periodic reports and other documents filed with the SEC, including the consolidated financial statements included in the Company’s Form 10-Qs, comfort letters, accounting consultations billed as audit services and services that are normally provided in connection with statutory or regulatory filings or engagements. Tax fees included various federal, state and local tax compliance services, as well as tax consultations.

Pre-approval Policies and Procedures

The Audit Committee adopted a policy that requires advance approval of all audit, audit-related and tax services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit

TCBI 2022|Notice of Annual Meeting and Proxy Statement 39

Name (1)
Number of Shares of Common
Stock Beneficially Owned

Percent of Shares of
Common Stock Outstanding
Vince A. Ackerson 31,071 (2) *
Julie L. Anderson 32,777 *
Jonathan E. Baliff 2,976 *
James H. Browning 12,709 *
C. Keith Cargill 94,159 *
Larry L. Helm 51,834 *
David S. Huntley 2,332 (3) *
Charles S. Hyle 5,255 *
Elysia Holt Ragusa 7,530 *
Steven P. Rosenberg 33,115 *
Robert W. Stallings 9,730 *
Dale W. Tremblay 8,730 *
John G. Turpen 3,864 (4) *
Ian J. Turpin 25,227 (5) *
Patricia A. Watson 5,282 *
All executive officers and directors as a group 326,591 0.65%


*			~~Less than 1% of the issued and outstanding shares of the class.~~			Audit Matters

Committee delegated to the chairman of the Audit Committee authority to approve permitted services provided that the chairman reports any decisions to the Audit Committee at its next scheduled meeting.

PROPOSAL TWO – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Audit Committee of the Company’s board of directors appointed Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2022. The Company is seeking stockholder ratification of the appointment of Ernst & Young LLP for fiscal year 2022. Stockholder ratification of the appointment of the Company’s independent registered public accounting firm is not required by the Company’s bylaws, state law or otherwise. However, the board of directors is submitting the appointment of Ernst & Young LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment of Ernst & Young LLP, the Audit Committee will consider this information when determining whether to retain Ernst & Young LLP for future services. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from the Company’s stockholders. See the discussion at “Auditor Fees and Services” above for information regarding the services provided to the Company by Ernst & Young LLP.

Proposal Two requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on the proposal at the Annual Meeting.

The board of directors unanimously recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered

public accounting firm for fiscal year 2022.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 40


**			~~Percentage is calculated on the basis of 50,447,825 shares, the total number of shares of common stock outstanding on August 28, 2020.~~

Executive Compensation
~~(1)~~	~~Unless otherwise stated, the address for each person in this table is 2000 McKinney Avenue, 7~~^th ~~Floor, Dallas, Texas 75201.~~


~~(2)~~	~~Includes 29,382 shares held by Mr. Ackerson. Also includes 1,689 shares held by JAKS Partners, LTD. Mr. Ackerson is the general partner of JAKS Partners.~~


~~(3)~~	~~Includes 2.165 shares held by Mr. Huntley, as well as 167 shares of restricted common stock as to which restrictions lapse on January 23, 2021, but for which he has voting power.~~


~~(4)~~	~~Includes 1,664 shares held by Mr. Turpen, as well as 2,200 shares that will vest within 60 days.~~


~~(5)~~	Includes 5,809 shares held by Mr. Turpin, as well as 2,242 RSUs that will vest within 60 days. Also includes 5,951 shares held by Johnson Management Trust, 9,321 shares held by The Nini Gift Trust and 1,904 shares held in the Rebekah Johnson Nugent 1976 Trust, each of which Mr. Turpin’s spouse serves as the trustee.

EXECUTIVE COMPENSATION


Table of Contents for Executive Compensation
PROPOSAL THREE -- ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION			42
COMPENSATION DISCUSSION AND ANALYSIS			42
Executive Summary			43
Executive Officers			44
Named Executive Officers			45
2021 Say on Pay Vote and Stockholder Engagement			45
Executive Compensation Supports Business Transformation			46
Enhancements to Our Compensation Program			46
1 Company Performance			47
2 Performance Assessment and Compensation Determination Framework			48
Committee Oversight			48
Compensation Philosophy and Objectives			48
Performance Assessment			49
Role of Compensation Consultant			51
Compensation Peer Group			51
3 Named Executive Officer 2021 Compensation			52
2021 Target Pay Mix			52
2021 Incentive Plan Performance Summary			52

Individual Performance Summaries			53
4 Pay Practices			56
Elements of Our Compensation Plan			56



2021 Performance-Based Equity Awards			58
Additional Performance Awards Outstanding			59
New Hire Sign-On Bonuses and Buy-Out Equity Awards			60
5 Risk Management and Accountability			61
Risk Balancing Features			61
Compensation Risk Assessment			62
Recoupment of Incentive Compensation			62
Compensation Governance Best Practices			63
Board's Role in Human Capital Management and Talent Management			64
Additional Information Concerning Executive Compensation			64
COMPENSATION COMMITTEE REPORT			66
COMPENSATION TABLES			67
2021 Summary Compensation Table			67
2021 All Other Compensation Table			68
2021 Grants of Plan Based Awards Table			69
2021 Outstanding Equity Awards at Fiscal Year-end Table			70
2021 Option Exercises and Stock Vested Table			70
2021 Pension Benefits Table			71
2021 Nonqualified Deferred Compensation Table			71
2021 Potential Payments Upon Termination or Change in Control Table			72
CEO PAY RATIO			75
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			76
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY TRANSACTIONS			76

TCBI 2022|Notice of Annual Meeting and Proxy Statement 41


						Executive Compensation

PROPOSAL THREE – Advisory Approval of the Company's Executive ~~Officers~~Compensation

~~Our currently serving~~In accordance with the requirements of Rule 14a-21(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), we are providing our stockholders with an advisory vote to approve executive compensation on an annual basis, commonly referred to as a “say-on-pay” vote. We have held a say-on-pay vote annually since the Company’s 2011 Annual Meeting of Stockholders.

We believe that our executive compensation programs effectively align the interests of our named executive officers, or NEOs, with those of our stockholders by creating a combination of incentive compensation arrangements, in both cash and equity-based programs, which are directly tied to performance and creation of stockholder value, coupled with a competitive level of base compensation. Our objective is that the NEOs should have a substantial portion of total compensation derived from performance-based incentives. At our 2021 Annual Meeting of Stockholders, we received the affirmative support of 96% of votes cast in favor of our 2020 executive compensation.

The Board values stockholders’ opinions, and, as in prior years, the Board intends to evaluate the results of the 2022 vote when making future decisions regarding compensation of the NEOs. We encourage you to carefully review the “Executive Compensation” section of this Proxy Statement and particularly the “Compensation Discussion and Analysis” for a detailed discussion of the Company’s executive compensation programs.

This annual advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the ~~positions held by them as of~~policies and practices with respect to their compensation described in this Proxy Statement. Your vote on Proposal Three is advisory and, therefore, not binding on the ~~date of this proxy statement, are:~~

~~Larry L. Helm,~~ ~~Executive Chairman,Chief Executive Officer and President of the~~ Company, ~~and Texas Capital Bank~~. Mr. Helm has served as an executive officer since May 2020 after having served as a director since January 2006 and as chairman of the board since May 2012. He was employed as a senior advisor for Accelerate Resources, LLC, a company engaged in the acquisition of non-operated oil and natural gas properties and mineral interests located in the Permian Basin and other areas, from August 2017 until May 2020. He served as Executive Vice President of Corporate Affairs at Halcón Resources from January 2013 to March 2016 and as Executive Vice President, Finance and Administration, for Petrohawk Energy Corporation from June 2004 until July 2011. He served as Vice President-Transition with BHP Billiton prior to joining Halcón Resources in 2012. Prior to joining Petrohawk, Mr. Helm spent 14 years with Bank One, most notably as Chairman and CEO of Bank One Dallas and head of U.S. Middle Market Banking.

~~C. Keith Cargill~~, ~~Vice Chairman of the Company. Mr. Cargill, age 67, has served as Vice Chairman of the Company since May 2020 after having served as President and CEO of the Company and as a member of~~ the board of directors ~~from January 2014 to May 2020~~or the Compensation and Human Capital Committee. This advisory vote may not be construed as ~~CEO~~overruling a decision by the board, nor create or imply any additional fiduciary duty of the ~~Bank from June 2013~~board.

We are asking our stockholders to ~~May 2020. He served as President~~indicate their approval, on an advisory basis, for the 2021 compensation paid to our NEOs by voting FOR the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the 2021 compensation of the Bank from October 2008 to May 2020 and as Chief Lending Officer of the Bank since its inception in December 1998 through July 2013. Mr. Cargill has more than 30 years of banking experience in the North Texas area.

~~Julie L. Anderson~~, ~~CFO and Secretary of the Company and CFO of Texas Capital Bank. Ms. Anderson, age 52, has served as the~~ Company’s CFO since July 2017, and served as Chief Accounting Officer from December 2003 through August 2018. She assumed the role of CFO of Texas Capital Bank in July 2013 and the role of Corporate Secretary in May 2014. She served as the Company’s Controller from February 1999 to June 2017.

~~Vince A. Ackerson~~, ~~Vice Chairman of Texas Capital Bank~~. Mr. Ackerson, age 63, has served as Vice Chairman of Texas Capital Bank since August 2019. Prior to holding this position, he served as Texas President and Chief Lending Officer of Texas Capital Bank from July 2013 to August 2019. He served as Dallas Regional President from October 2008 to July 2013 and as Executive Vice President of Dallas Corporate Banking since the Bank’s inception in December 1998 through July 2013.

~~John G. Turpen~~, ~~CRO of the Company andCRO of Texas Capital Bank~~. Mr. Turpen, age 51, assumed the role of CRO of Texas Capital Bank in September 2018 and assumed the role of CRO of the Company on January 1, 2019. From April 2016 to September 2018, Mr. Turpen served as chief risk officer for corporate and commercial banking at U.S. Bancorp. Mr. Turpen joined U.S. Bancorp in 2009 after holding increasingly senior positions in credit, risk and strategic planning at HSBC and Wells Fargo. Mr. Turpen’s banking career spans more than 20 years.

~~Our~~ named executive officers, ~~("NEOs") for 2019 include Mr. Cargill, Ms. Anderson, Mr. Ackerson,~~as disclosed in this Proxy Statement pursuant to SEC Regulation S-K, Item 402, including the Compensation Discussion and ~~Mr. Turpen. Mr. Helm succeeded C. Keith Cargill as CEO~~Analysis, the compensation tables and ~~President~~the narrative executive compensation disclosures to the compensation tables included in this Proxy Statement.

Proposal Three requires the affirmative vote of the ~~Company~~holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on ~~May 25, 2020, and so did not serve as~~the proposal at the Annual Meeting.

An advisory vote at the Company’s 2017 Annual Meeting of Stockholders confirmed that stockholders overwhelmingly favored an ~~NEO in 2019.~~annual advisory vote on executive compensation. Consistent with this preference, the Board implemented an annual advisory vote on executive compensation until the next required vote on the frequency of stockholder votes on executive compensation, which is scheduled to occur at the 2023 Annual Meeting of Stockholders.

The board of directors unanimously recommends that you vote “FOR” approval of this resolution.

Compensation Discussion and Analysis

~~This~~Our Compensation Discussion and Analysis ~~provides an overview~~describes the objectives and elements of our executive compensation ~~programs, explains~~program, its alignment with performance decisions regarding our ~~compensation philosophy, policies~~named executive officers and ~~practices,~~actions of the Compensation and ~~describes the material compensation decisions we have made under such programs to our NEOs for 2019, which include Mr. Cargill, Ms. Anderson, Mr. Ackerson, and Mr. Turpen.~~

Human Capital Committee (the “Compensation Committee”). In view of the Company’s competitive performance and historical earnings levels and earnings growth, ~~in earnings,~~ the HRCompensation Committee believes that the Company’s executive compensation philosophy and practices have been successful in attracting and retaining talented, dedicated executive officers and providing them with competitive compensation levels that are properly aligned with ~~shareholder~~stockholder interests.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 42

~~2019 Financial and Business Highlights~~

~~Net income of $322.9 million, increasing 7% from 2018 and 64% from 2017;~~

~~Net interest income of $979.7 million compared to $914.9 million in 2018 and $761.3 million in 2017;~~

~~Earnings per share of $6.21 compared to $5.79 in 2018 and $3.73 in 2017;~~

~~11% increase in total loans, primarily due to growth in total mortgage finance loans; and~~

~~28% increase in total deposits compared to prior year.~~

The Company performed well in 2019, reporting record net income of $322.9 million. We benefited from continued growth in total mortgage finance loans, including mortgage correspondent aggregation loans, and total deposits. Our net interest income reached a record of $979.7 million, primarily due to an increase in average earning assets of $5.7 billion, offset by the effect of decreases in interest rates on loan yields, an increase in average interest-bearing liabilities of $4.3 billion and the effect of increasing funding costs. These results were accomplished organically without dilutive acquisitions and are consistent with the Company’s high level of performance over the past five years. At $6.21 per share, 2019 was the best earnings per share ("EPS") year in our history.


						Executive Compensation

Executive Summary

~~Our compensation philosophy demands that~~The Compensation Committee is committed to an executive compensation ~~track~~program that drives pay-for-performance, appropriately tobalances risk, rewards the ~~Company’s economic~~creation of stockholder value, and reinforces individual accountability through a robust performance management program and compensation forfeiture provisions.

Stockholders Should Approve our NEO Compensation

Company Performance

Performance Evaluation Framework

•Focused on evaluation and improvement of all aspects of the Company and the Bank, including roll-out of new strategic plan

•Financial results in 2021 compared favorably with 2020 in many respects, but remained impacted by the effect of the pandemic on economic and market conditions and were affected by our efforts to begin implementation of our new strategic plan

•Net income for common stockholders and diluted earnings per share were $235 million and $4.60, respectively, each up over 300% from the prior year

•Return on average common equity was 8.35%, up nearly 300% from the prior year

•Total deposits and total assets were down 9% and 8%, respectively, by design, while total stockholders' equity was up 12%

•Maintained strong capital and liquidity

•New broker-dealer / investment banking subsidiary formed and licensed in 2021 to facilitate broader client service offerings

•Build out of the senior management team, including new CEO and 8 Operating Committee members in 2021 (2 more in early 2022)

•New cultural expectations introduced to emphasize the importance of diversity, equity and inclusion, doing what's right for the customer, and executing effectively

For more information, see “Company Performance” below.

•Total incentive compensation awarded for 2021 directly tied to overall performance

•Overall performance evaluated through robust performance management program, including assessment of Company performance (EPS and ROCE) and individual performance

•Strategic performance assessment considered contributions towards (i) creating a foundation for sustainable growth, (ii) strengthening Company fundamentals, (iii) advancing talent management, and (iv) promoting Company efficiency and transparency

For more information, see “Performance Assessment and Compensation Determination Framework” below.

NEO 2021 Compensation

•NEO incentive compensation for 2021 relative to target also reflects individual performance on individual management strategic objectives

•NEO short-term incentive plan is based on financial (60%) and strategic transformation (40%), ensuring strong pay-for-performance alignment

•In assessing and determining NEO performance and compensation, the Compensation Committee evaluated Company performance and set payouts at an aggregate of 150% of target on both EPS and ROCE metrics, which resulted in above target payout for the 2021 performance year

•For 2021 performance, the Compensation Committee awarded Mr. Holmes total direct compensation of $6,623,000, composed of the following:

◦$937,500 in base salary; and

◦$5,686,000 in variable compensation, comprised of

▪$3,000,000 cash performance bonus

▪$2,686,500 (est.) long-term incentive compensation (approx. 1/2 in performance RSUs; 1/2 in time RSUs)

•In addition, in January 2021, Mr. Holmes, as new CEO, received sign-on and make-whole awards consisting of a $2,500,000 cash bonus and $14,500,000 of time-vesting RSUs

For more information, see “NEO 2021 Compensation” below.

Pay Practices

Risk Management and Accountability

•Tied incentive compensation directly to NEO's overall performance (e.g., Company and individual)

•Awarded majority of incentive compensation in long-term equity (for 2021 awards, evenly split between performance-based RSUs and time-based RSUs)

•Replaced cumulative EPS relative to the peer group (50% weighting) in 2020 PRSU with Relative TSR (40% weighting) in 2021 PRSU

•Refined long-term incentive plan for 2022 to recognize long-term profitable growth

For more information, see “Pay Practices” below.

•Risk balancing features discourage excessive risk-taking, such as awarding a majority of variable compensation in long-term equity, and imposing caps on incentive compensation payouts

•Enhanced Recoupment and Forfeiture Policy adopted in 2022 strengthens our ability to recover and/or cancel cash incentive compensation and/or long-term equity awards under appropriate circumstances, including certain financial restatements

For more information, see “Risk Management and Accountability” below.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 43


						Executive Compensation

Executive Officers

Our currently serving executive officers, and the positions held by them as ~~well~~of the date of this proxy statement, are:

Rob C. Holmes,CEO and President of the Company and Texas Capital Bank. Mr. Holmes, age 57, has served as ~~management’s performance. The HR Committee~~CEO and President of the Company and Texas Capital Bank and as a member of the board of directors ~~believe~~since January 2021. He worked for JPMorgan Chase & Co. and its predecessor firms from 1989 until 2020, where he served as Global Head of Corporate Client Banking and Specialized Industries from 2011 until 2020. During that time, he had end-to-end responsibility for the ~~Company’s financial performance~~business, providing global treasury management services, credit, and ~~our management’s overall performance~~investment banking solutions to clients in ~~2019 were outstanding.~~North America, as well as select countries in Europe and Asia. Prior to serving as head of JPMorgan’s Corporate Client Banking and Specialized Industries, he was the co-head of JPMorgan’s North American Retail Industries Investment Banking practice and the head of Investment Banking for the southern region of the U.S. He also shared oversight of the Commercial Banking Credit Markets business, which provided Asset Based Lending and other credit solutions, and of Business Transformation efforts for large, multinational corporations. Mr. Holmes was a member of JPMorgan’s Commercial Banking Operating Committee and served on the Board of Managers of J.P. Morgan Securities LLC.

~~The HR Committee believes that executive pay~~Anna M. Alvarado, Chief Legal Officer and ~~performance~~Corporate Secretary of the Company ~~continue to be appropriately aligned. The key NEO pay decisions during 2019 were~~and Texas Capital Bank. Ms. Alvarado, age 43, has served as ~~follows:~~

~~NEOs received salary increases ranging from 3% to 6% in 2019. Salary increases were determined by the HR Committee, as described in more detail under "Base Salary~~."

~~For 2019, annual incentive payouts for NEOs were at 132.5% of target. As described in more detail under "Annual Incentive Plan~~"~~the annual incentive plan was based on achievement of performance goals related to net income~~Chief Legal Officer and ~~credit quality, as well as individual management strategic objectives ("MSOs").~~

~~Long-term incentive awards in the form of time-based restricted stock units ("RSUs") and performance-based RSUs were granted to NEOs in March 2019, as described in more detail under~~ ~~"Long-Term Incentive Compensation~~."

~~Objectives of Executive Compensation~~

~~We provide a compensation package for our NEOs that is primarily driven by the overall economic performance~~Corporate Secretary of the Company ~~together~~and Texas Capital Bank since October 2021. She served as global General Counsel at FirstCash, Inc., a Fort Worth-based consumer financial services and retail company and the leading international operator of pawn stores from January 2015 through October 2021. While there, Ms. Alvarado oversaw an international team of more than 50 people and led important initiatives including the company’s Latin American expansion and several domestic and international acquisitions. Prior to joining FirstCash, Ms. Alvarado served as an attorney at Texas-based firms Tanner & Associates PC and Hill Gilstrap PC.

J. Matthew Scurlock, CFO of the Company and Texas Capital Bank. Mr. Scurlock, age 40, has served as the Company’s CFO since January 2022, and served as Executive Vice President, Corporate Treasurer from May 2019 through December 2021, where he was most recently responsible for managing the Corporate Finance, Investor Relations, Corporate Treasury, and Corporate Strategy initiatives. He was Director of Finance from July 2017 through April 2019, and Capital Analytics & Stress Testing Manager from August 2013 to June 2017. Prior to joining the Company, Mr. Scurlock worked for Deloitte & Touche LLP, where he provided strategic consulting to financial services clients. Prior thereto, he served as a Vice President in the Corporate Finance group for Zions Bancorporation, leading financial modeling and balance sheet management efforts.

Tim J. Storms, CRO of the Company and Texas Capital Bank. Mr. Storms, age 63, assumed the role of CRO of the Company and Texas Capital Bank on February 22, 2021. Mr. Storms worked at JPMorgan Chase & Co. and its predecessor firms from 1981 until his retirement in 2019, where he served as Chief Risk Officer of Commercial Banking’s Real Estate businesses from 2015 to 2019. Prior to that position he held several key executive positions including Chief Credit Officer of Commercial Banking and head of Risk Management for corporate clients and real estate across North America for Investment Banking. Mr. Storms was also a member of a number of committees, including the Risk Operating Committee of Investment Banking and Commercial Banking.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 44


						Executive Compensation

Named Executive Officers

Our Named Executive Officers (NEOs) for 2021 are:


Named Executive Officer						Title
Rob C. Holmes1						Chief Executive Officer, President2 and Director
Larry L. Helm						Chair3
Julie L. Anderson4						Chief Financial Officer (CFO)2
Tim J. Storms						Executive Vice President and Chief Risk Officer2
Anna M. Alvarado						Executive Vice President, Chief Legal Officer and Corporate Secretary2

1 Since January 25, 2021. 2 Also serves in the same capacity for Texas Capital Bank. 3 Included here because he also acted as interim CEO and President from May 2020 to January 25, 2021. Following his resignation as CEO in January 2021 he continued to be employed by the Company as executive chairman of the board of directors until May 2021, at which point he resumed his status as non-executive chairman of the board of directors. 4 Ms. Anderson ceased serving as CFO and an executive officer of the Company on December 31, 2021.

2021 Say on Pay Vote and Stockholder Engagement

At our 2021 Annual Meeting of Stockholders, we received the affirmative support of 96% of votes cast in favor of our 2020 executive compensation, as disclosed in the 2021 Proxy Statement. The Board and the Compensation Committee value the perspectives of our stockholders on executive compensation. In considering the results of this advisory vote, the Compensation Committee concluded that the compensation paid to our NEOs and the Company’s overall pay practices enjoy strong stockholder support.

Our Board and management team greatly value the opinions and feedback of our stockholders, which is why we have proactive, ongoing engagement with ~~a focus on~~our stockholders throughout the ~~performance of each~~year that includes executive ~~which we believe impacts~~compensation. For more information concerning our ~~overall long-term profitability.~~outreach efforts, see “Governance – Stockholder Engagement” above. Feedback from this year's investor meetings was positive with many investors expressing appreciation for the Company's strategy and new executive team. The ~~objectives of~~Company continually evaluates enhancements to our executive compensation ~~programs are:~~

~~to attract~~practices, and ~~retain highly qualified executive officers by providing total compensation opportunities that are competitive with those provided~~appreciates engaging key stakeholders - including our stockholders - in the ~~industry~~evaluation of these enhancements. These stockholders provided valuable commentary and ~~commensurate~~insights into our compensation practices and disclosure as described below.


Feedback We Heard						Our Perspective and Response
Preference for more disclosure, including discretion used by the Compensation Committee and one-time payments						Additional disclosure included in this Proxy Statement. See “Performance Assessment”, “Individual Performance Summaries”, and “New Hire Sign-On Bonuses and Buy-Out Equity Awards” below
Consider inclusion of ESG metrics in compensation plan design						Including ESG metrics in our incentive compensation plans is currently being reviewed as part of the overall transformation of the firm and will be assessed for future compensation plan design
Preference against one-time payments made to executives						See “New Hire Sign-On Bonuses and Buy-Out Equity Awards” for an explanation and the rationale for one-time payments made this year
Preference for enhanced disclosure of the incentive compensation metrics applied and the rationale behind these decisions						It is our policy to disclose the actual performance hurdles for the short- and long-term performance metrics after the performance period has concluded. For more information about the rationale for our performance metrics, see “Performance Assessment and Compensation Determination Framework”.

Future advisory votes on executive compensation and continued dialogue with stockholders will continue to serve as an additional tool to guide the board and the Compensation Committee in evaluating the alignment of the Company’s executive compensation program with the ~~Company’s business strategy and performance objectives;~~

~~to provide incentive and motivation for our executive officers to enhance stockholder value by linking their compensation to the value~~interests of ~~our common stock;~~

~~to provide an appropriate mix of fixed and variable pay components to establish a "pay-for-performance" oriented compensation program; and~~

~~to provide competitive compensation opportunities and financial incentives without imposing excessive risk to~~ the Company and ~~to ensure that appropriate standards related to asset quality, capital management and expense management are maintained.~~

its stockholders.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 45


~~(A)~~			Amounts represent the aggregate grant date fair value of RSUs, determined in accordance with Accounting Standard Codification (ASC) Topic 718. With respect to the 2019 awards granted on February 12, 2019, 50% of the award is time-based with cliff vesting occurring at the end of three years, on February 12, 2022, and 50% of the award is performance-based with vesting occurring on the first administratively practicable day following determination by the HR Committee that certain performance targets were achieved and subject to the NEO’s continued employment over a three-year period ending December 31, 2021. The amounts presented for the 50% performance-based portion of the 2019 awards reflect the value of the award at target based on the probable outcome of the performance targets determined as of the grant date. The value of the 50% performance-based portion of the 2019 awards for each NEO at the grant date assuming that the highest levels of performance targets are achieved is as follows: Mr. Cargill $1,724,993, Ms. Anderson $431,323, Mr. Ackerson $495,006 and Mr. Turpen $341,235.

Executive Compensation
~~(B)~~	~~Amounts represent payouts under our annual incentive program. For further details of the targets and performance related to the payout of these amounts, refer to the "Annual Incentive Compensation" section of the "Compensation Discussion and Analysis."~~


~~(C)~~	Amounts represent payouts related to cash-settled units. In 2014, 2015 and 2016, Ms. Anderson was awarded an annual grant of cash-settled units that provide for annual vesting in equal amounts over a four-year period.


~~(D)~~	~~See additional description in~~ ~~2019 All Other Compensation Table. In 2018, amounts paid to Mr. Turpen included a one-time signing bonus of $150,000, car allowance of $2,400, and insurance premium of $372.~~

~~2019~~2021 All Other Compensation Table


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

Rob C. Holmes	2021	$	—	$	6,150	$	—	$	6,150
Larry L. Helm	2021	54,833		23,400		—		78,233
Julie L. Anderson	2021	2,400		17,265		10,250		29,915
Tim J. Storms	2021	—		12,225		—		12,225
Anna M. Alvarado	2021	—		—		—		—

(A)Includes a car allowance of $2,400 for Ms. Anderson and non-employee director compensation of $54,833 earned by Mr. Helm once he resumed his status as non-executive chairman of the board of directors in May 2021. The non-employee director compensation earned by Mr. Helm is also included in the “2021 Director Compensation Table”.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 68

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

C. Keith Cargill 2019 $ 11,249
$ 2,033
$ 17,975
$ 59,650
$ 90,907
Julie L. Anderson 2019 7,200
1,603
15,882
—
24,685
Vince A. Ackerson 2019 21,186
2,371
18,109
32,125
73,791
John G. Turpen 2019 8,613
2,231
15,081
27,150
53,075


~~(A)~~			~~Perquisites include a car allowance of $7,200 for each of the NEOs as well as the following club dues: Mr. Cargill $4,049, Mr. Ackerson $13,986 and Mr. Turpen $1,413.~~			Executive Compensation

~~2019~~2021 Grants of Plan Based Awards Table*

Estimated Future Payouts
Under Non-Equity Incentive Plan Awards (A)

Estimated Future Payouts
Under Equity Incentive Plan
Awards (B)

Name
Grant
Date
Threshold Target Maximum Threshold Target Maximum
All Other
Stock Awards:
Number of
Shares of Stock
or Units (C)
Grant Date
Fair Value
of Stock
and Option
Awards

C. Keith Cargill 2/12/2019 (A) $ —
$ —
$ —
9,625
19,250
28,875
—
$ 1,149,995
2/12/2019 (B) —
—
—
—
—
—
19,250
1,149,995
N/A 287,500
1,150,000
1,523,750
—
—
—
—
—
Julie L. Anderson 2/12/2019 (A) —
—
—
2,407
4,813
7,220
—
287,529
2/12/2019 (B) —
—
—
—
—
—
4,813
287,529
N/A 100,000
400,000
530,000
—
—
—
—
—
Vince A. Ackerson 2/12/2019 (A) —
—
—
2,762
5,524
8,286
—
330,004
2/12/2019 (B) —
—
—
—
—
5,524
330,004
N/A 114,856
459,425
608,738
—
—
—
—
John G. Turpen 2/12/2019 (A) —
—
—
1,904
3,808
5,712
—
227,490
2/12/2019 (B) —
—
—
—
—
3,808
227,490
N/A 85,313
341,250
452,156
—
—
—
—


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

Rob C. Holmes	2/1/2021	(C)	$	—	$	—	$	—	—	—	—	233,755	$	14,492,810
	2/26/2021	(D)	—		—		—		—	—	—	22,966	1,750,009
	6/16/2021		—		—		—		6,890	13,780	27,560	—	936,491
	N/A		500,000		2,000,000		3,000,000		—	—	—	—	—

Larry L. Helm	4/20/2021	(E)	—		—		—		—	—	—	11,705	750,056

Julie L. Anderson	2/26/2021	(D)	—		—		—		—	—	—	3,868	294,742
	6/1/2021	(F)	—		—		—		—	—	—	720	50,062
	6/16/2021		—		—		—		1,161	2,320	4,640	—	157,667
	N/A		102,500		410,000		615,000		—	—	—	—	—

Tim J. Storms	2/26/2021	(D)	—		—		—		—	—	—	3,544	270,053
	6/16/2021		—		—		—		1,063	2,126	4,252	—	144,482
	N/A		95,625		382,500		573,750		—		—	—	—

Anna M. Alvarado	11/5/2021	(G)	—		—		—		—	—	—	20,678	1,300,026
	N/A		—		—		—		—	—	—	—	—

*Columns for which no amounts are reported have been deleted.

(A)Amounts represent potential payments under our annual incentive program. The actual amount earned in 2021 was paid in February 2022 and is shown in the “Non-Equity Incentive Plan Compensation” column of the “2021 Summary Compensation Table”. See “Pay Practices” section of the “Compensation Discussion and Analysis” for more information regarding our 2021 annual incentive program.

(B)Amounts represent awards of RSUs made under the 2015 Plan that will vest based upon the Company’s achievement of certain performance measures, subject to the NEO’s continued employment by the Company over a three-year period ending December 31, 2023. Based on the defined objectives of the awards the NEO has the opportunity to vest between 0% and 200% of the RSUs. The grant date fair value reflects the value of the award at target based on the probable outcome of the performance measures determined as of the grant date in accordance with ASC 718 and pursuant to the 2015 Plan. See Note (B) to the “2021 Summary Compensation Table” and the “Pay Practices” section of the “Compensation Discussion and Analysis” for more information regarding our 2021 grants of RSUs. As is noted in Note (B) to the “2021 Summary Compensation Table”, the amounts presented above do not include the 20% portion of the 2021 NEO performance-based awards for which performance objectives have not been set.

(C)Amount represents award of RSUs made under the 2015 Plan with a grant date fair value of $62.00 that will cliff vest on the third anniversary of the grant date.

(D)Amount represents award of RSUs made under the 2015 Plan with a grant date fair value of $76.20 that will cliff vest on the third anniversary of the grant date.

(E)Amount represents award of RSUs made under the 2015 Plan with a grant date fair value of $64.08 that will cliff vest on the first anniversary of the grant date.

(F)Amount represents awards of RSUs made under the 2015 Plan with a grant date fair value of 69.53 that will vest as to one-third of the total shares on each of the first three anniversaries of the grant date.

(G)Amount represents awards of RSUs made under the 2015 Plan with a grant date fair value of $62.87 that will vest as to one-fourth of the total shares on each of the first four anniversaries of the grant date.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 69


~~(A)~~			Amounts represent potential payments under our annual incentive program. The actual amount earned in 2019 was paid in February 2020 and is shown in the “Non-Equity Incentive Plan Compensation” column of the ~~2019 Summary~~			Executive Compensation ~~Table.~~ ~~See "Compensation Discussion and Analysis - Annual Incentive Compensation," for more information regarding our 2019 annual incentive program.~~


~~(B)~~	Amounts represent awards of RSUs made under the 2015 Plan that will vest based upon the Company’s achievement of certain performance measures, subject to the NEO’s continued employment by the Company over a three-year period ending December 31, 2021. Based on the defined objectives of the awards the NEO has the opportunity to vest between 0% and 150% of the RSUs. The grant date fair value of the award is based on the closing price of our common stock on the date of grant, $59.74, and reflects the value of the award at target based on the probable outcome of the performance measures determined as of the grant date in accordance with ASC 718 and pursuant to the 2015 Plan. See "~~Compensation Discussion and Analysis - Long-Term Incentive Compensation" for more information on the RSU grants.~~


~~(C)~~	Amounts represent awards of RSUs made under the 2015 Plan that will cliff vest at the end of three years on February 12, 2022. The grant date fair value is based on the closing price of our common stock on the date of grant, or $59.74.

~~2019~~2021 Outstanding Equity Awards at Fiscal Year-end Table*


		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	6/16/2021	—	$	—	13,780	$	830,245
	2/26/2021	22,966	1,383,702		—	—
	2/1/2021	233,755	14,083,739		—	—

Larry L. Helm	4/20/2021	11,705	705,226		—	—

Julie L. Anderson	6/16/2021	—	—		2,320	139,780
	6/1/2021	720	43,380		—	—
	2/26/2021	3,868	233,047		—	—
	6/29/2020	5,246	316,072		5,246	316,072
	6/29/2020	15,276	920,379		—	—
	2/12/2019	4,813	289,983		—	—
	7/18/2017	641	38,620		—	—

Tim J. Storms	6/16/2021	—	—		2,126	128,092
	2/26/2021	3,544	213,526		—	—

Anna M. Alvarado	11/5/2021	20,678	1,245,850		—	—

*Columns for which no amounts are reported have been deleted.

(A)Awards granted to Mr. Holmes on February 26, 2021 and February 1, 2021 cliff vest on the third anniversaries of the grant date. Award granted to Mr. Helm on April 20, 2021 cliff vests on the first anniversary of the grant date. Award granted to Ms. Anderson on June 1, 2021 vest as to one-third of the total shares on each of the first three anniversaries of the grant date. Awards of 3,868 shares on February 26, 2021, 5,246 shares on June 29, 2020, and 4,813 shares on February 12, 2019 granted to Ms. Anderson cliff vest on the third anniversaries of the grant date. Award of 15,276 shares on June 29, 2020 granted to Ms. Anderson vest as to one-half of the shares on each of the second and third anniversaries of the grant date. Award granted to Ms. Anderson on July 18, 2017 cliff vest 20% on each of the first five anniversaries of the grant date. Award granted to Mr. Storms on February 26, 2021 cliff vests on the third anniversary of the grant date. Award granted to Ms. Alvarado on November 5, 2021 vest as to one-fourth of the total shares on each of the first four anniversaries of the grant date.

(B)Based on the closing market price of our common stock of $60.25 on December 31, 2021.

(C)Awards granted June 16, 2021 and June 29, 2020 will vest based upon the Company’s achievement of certain performance targets and the executive’s continued employment by the Company over the three-year periods ending December 31, 2023 and December 31, 2022, respectively. Awards are shown at target.

2021 Option Exercises and Stock Vested Table*

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)

C. Keith Cargill 2/12/2019 19,250
$ 1,092,823
19,250
$ 1,092,823
3/27/2018 11,506
653,196
11,506
653,196
3/22/2017 10,008
568,154
—
—
Julie L. Anderson 2/12/2019 4,813
273,234
4,813
273,234
3/27/2018 2,511
142,549
2,511
142,549
7/18/2017 1,923
109,169
—
—
3/22/2017 2,032
115,357
—
—
Vince A. Ackerson 2/12/2019 5,524
313,597
5,524
313,597
3/27/2018 2,877
163,327
2,877
163,327
3/22/2017 2,519
143,004
—
—
John G. Turpen 2/12/2019 3,808
216,180
3,808
216,180
9/17/2018 8,800
499,576
—
—


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

Rob C. Holmes	—	$—
Larry L. Helm	2,242	143,667
Julie L. Anderson	4,079	292,751
Tim J. Storms	—	—
Anna M. Alvarado	—	—

*Columns for which no amounts are reported have been deleted.

(A)The shares included in the table for Ms. Anderson represent gross shares vested. Actual shares issued to Ms. Anderson, net of taxes, were 2,834. Mr. Helm did not withhold shares at vesting.

(B)The value realized by the NEO upon the vesting of RSUs is calculated by multiplying the number of shares of stock vested by the market value of the underlying shares on the vesting date, which is the amount that is taxable to the executive.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 70


~~(A)~~			Awards granted 2/12/2019 cliff vest at the end of three years on 2/12/2022. Awards granted 3/27/2018 cliff vest at the end of three years on 3/27/2021. Awards granted 3/22/2017 cliff vest at the end of three years on 3/22/2020. Award granted 7/18/2017 to Ms. Anderson cliff vests 20% on each of the first five anniversaries of the grant date. Award granted 9/17/2018 to Mr. Turpen cliff vests 20% on each of the first five anniversaries of the grant date.

Executive Compensation
~~(B)~~	~~Based on the December 31, 2019 closing market price of our common stock of $56.77.~~


~~(C)~~	Awards granted 2/12/2019 and 3/27/2018 will vest based upon the Company’s achievement of certain performance targets and the executive’s continued employment by the Company over the three-year periods ending December 31, 2021 and December 31, 2020, respectively. Awards are shown at target.

2019 Option Exercises and Stock Vested Table*

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

C. Keith Cargill 23,981 $1,360,261
Julie L. Anderson 6,451 366,453
Vince A. Ackerson 8,292 471,650
John G. Turpen 2,200 123,574

*Columns for which no amounts are reported have been deleted.


~~(A)~~	~~The shares included in the table represent gross shares vested. Actual shares issued, net of taxes, were 16,073 to Mr. Cargill, 4,062 to Ms. Anderson, 5,317 to Mr. Ackerson, and 1,664 to Mr. Turpen.~~


~~(B)~~	The value realized by the NEO upon the vesting of RSUs is calculated by multiplying the number of shares of stock vested by the market value of the underlying shares on the vesting date, which is the amount that is taxable to the executive.

~~2019~~2021 Pension Benefits Table

The table disclosing the actuarial present value of each executive’s accumulated benefit under defined benefit plans, the number of years of credited service under each plan and the amount of pension benefits paid to each NEO during the year is omitted because the Company does not have a defined benefit plan for NEOs.

~~2019~~2021 Nonqualified Deferred Compensation Table*

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

C. Keith Cargill $ 619,282
$ 59,650
$ 332,001
$ 2,144,073
Julie L. Anderson —
—
847
41,581
Vince A. Ackerson 301,801
32,125
255,405
1,673,385
John G. Turpen 27,150
27,150
2,457
56,757

~~See "Compensation Discussion and Analysis - Other Benefits - Nonqualified Deferred Compensation Plan" for a description of the nonqualified deferred compensation plan.~~


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

Rob C. Holmes	$	—	$	—	$	—	$	—
Larry L. Helm	—		—		—		—
Julie L. Anderson	10,250		10,250		75,058		601,392
Tim J. Storms	—		—		—		—
Anna M. Alvarado	—		—		—		—

*Columns for which no amounts are reported have been deleted.

(A)Participants in the plan may elect to defer up to 75% of their annual salary and/or short-term incentive payout. All participant contributions to the plan and any related earnings are immediately vested and may be withdrawn upon the participant’s separation from service, death or disability, or upon a date specified by the participant. Participant contributions are also included in the Salary or Annual Incentive Plan Compensation columns of the “2021 Summary Compensation Table”.

(B) Company contributions are detailed in the “2021 All Other Compensation Table” and included in the “All Other Compensation” column of the “2021 Summary Compensation Table”. The discretionary Company contributions vest based upon the employee’s tenure with the Company. As of December 31, 2021, Ms. Anderson had met the requirements for immediate vesting.

(C) Aggregate earnings do not reflect “above market or preferential earnings” and are not included in the “2021 Summary Compensation Table”.

(D) Amounts represent the total compensation deferred by each NEO and discretionary contributions made to each NEO by the Company, together with any related earnings or losses attributed to either in accordance with each NEOs deferral account investment selections. All participant and Company contributions included in these amounts have been reported as compensation in the “2021 Summary Compensation Table” or in Summary Compensation Tables for previous years.

The Company offers a nonqualified deferred compensation plan for our executives and key members of management to assist us in attracting and retaining these individuals. Participants in the plan may elect to defer up to 75% of their annual salary and/or short-term incentive payout into deferral accounts that mirror the gains or losses of specified investment funds or market indexes selected by the participants. These investment alternatives are similar to the choices under the 401(k) Plan. The gains and losses credited to each participant’s deferral account are subject to the same investment risk as an actual investment in the specified investment funds or market indexes. The Company restores any lost Company match in the 401(k) Plan due to legal limits on qualified plans. In 2021, we matched contributions made by participants into the nonqualified deferred compensation plan based upon a formula that considers the amount contributed by the respective employee with a vesting scheduled based upon the employee’s tenure with the Company. Beginning in 2022, the Company will not match nonqualified deferred compensation plan contributions. All participant contributions to the plan and any related earnings are immediately vested and may be withdrawn upon the participant’s separation from service, death or disability or upon a date specified by the participant.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 71


~~(A)~~			Participants in the plan may elect to defer up to 75% of their annual salary and/or short-term incentive payout. All participant contributions to the plan and any related earnings are immediately vested and may be withdrawn upon the participant’s separation from service, death or disability, or upon a date specified by the participant. Amounts are included in the Salary or Annual Incentive Plan			Executive Compensation ~~columns of the~~ ~~2019 Summary Compensation Table~~.


~~(B)~~	~~Company contributions are detailed in the~~ ~~2019 All Other Compensation Table~~ ~~and included in the~~ ~~2019 Summary Compensation Table. The discretionary company contributions vest based upon the employee’s tenure with the Company. As of December 31, 2019, all NEOs had met the requirements for immediate vesting.~~


~~(C)~~	~~Aggregate earnings do not reflect "above market or preferential earnings" and are not included in the~~ ~~2019 Summary Compensation Table.~~

~~(D)~~

Amounts represent the total compensation deferred by each NEO and discretionary contributions made to each NEO by the Company, together with any related earnings or losses attributed to either in accordance with each NEOs deferral account investment selections. All participant and Company contributions included in these amounts have been reported as compensation in the ~~2019 Summary Compensation Table~~ ~~or in Summary Compensation Tables for previous years.~~

~~2019~~2021 Potential Payments Upon Termination or Change in Control Table

The following table summarizes the estimated payments that would be payable to each NEO upon a termination of service for each of the reasons stated below. For the purposes of the quantitative disclosure in the following table, and in accordance with SEC regulations, we have assumed that the termination took place on December 31, ~~2019~~2021 and that the price per share of our common stock was the closing market price as of that date, ~~$56.77.~~$60.25.


Name	Termination Without Cause or For Good Reason		Change in Control: Termination Without Cause or For Good Reason		Death		Disability		Retirement

Rob C. Holmes
Severance (A)	$	8,000,000	$	9,000,000	$	—	$	—	$	—
Accelerated vesting of long-term incentives (B)	16,297,685		16,297,685		16,297,685		16,297,685		—
Other benefits (C)	57,074		85,610		—		—		—

Larry L. Helm (D)
Severance	—		—		—		—		—
Accelerated vesting of long-term incentives	—		705,226		—		—		—
Other benefits	—		—		—		—		—

Julie L. Anderson
Severance (E)	899,638		1,349,457		—		—		—
Accelerated vesting of long-term incentives (B)	—		2,297,333		2,297,333		2,297,333		—
Other benefits (C)	20,751		31,126		—		—		—

Tim J. Storms
Severance (E)	736,875		1,105,313		—		—		—
Accelerated vesting of long-term incentives (B)	—		341,618		341,618		341,618		—
Other benefits (C)	9,659		14,489		—		—		—

Anna M. Alvarado
Severance (E)	790,000		1,185,000		—		—		—
Accelerated vesting of long-term incentives (B)	—		1,245,850		1,245,850		1,245,850		—
Other benefits (C)	17,120		25,681		—		—		—

(A)Pursuant to his employment agreement, if Mr. Holmes is terminated without cause or for good reason, severance is equal to 24 months of base salary plus a cash payment equal to 2.0 times his target annual incentive and a prorated bonus based on the target annual incentive. If he is terminated in connection with a change in control, severance is equal to 36 months of base salary plus a cash payment equal to 3.0 times his target annual incentive.

(B)Includes immediate vesting at target of any performance-based awards for which performance conditions have not yet been satisfied, based on the December 31, 2021 closing price of our common stock of $60.25. As of December 31, 2021, none of the NEO's had met the age and service conditions to be eligible for the accelerated vesting of long-term incentives upon retirement.

(C)Includes medical, dental, and vision benefits to be paid to Mr. Holmes per the terms of his employment agreement for a period of 24 months in the event of termination without cause and for a period of 36 months in the event of a change in control. Includes medical, dental, and vision to be paid to Ms. Anderson, Mr. Storms, and Ms. Alvarado per the terms of the Executive Severance Plan for a period of 12 months in the event of termination without cause and per the terms of the Executive Change-in-Control Plan for a period of 18 months in the event of a change in control. Cost includes both employer and employee coverage.

(D)The Company does not maintain an employment agreement with Mr. Helm and as such, upon his termination without cause or good reason, death, disability, or retirement, no payments are owed to Mr. Helm. Pursuant to Mr. Helm's long-term incentive awards, if he is terminated in connection with a change in control then all outstanding awards become immediately vested.

(E)Pursuant to the Executive Severance Plan, if Ms. Anderson, Mr. Storms, or Ms. Alvarado is terminated without cause or for good reason, severance is equal to 12 months of base salary plus the average incentive compensation paid during the prior two-year period. Pursuant to the Executive Change-in-Control Plan, if the NEO’s termination occurs in connection with a change in control, severance is equal to 18 months base salary plus 1.5 times the average incentive compensation paid during the prior two-year period.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 72

Name
Termination
Without Cause or
For Good Reason
Change in Control:
Termination
Without Cause or
For Good Reason
Death Disability Retirement

C. Keith Cargill (A)
Severance (B) $ 2,291,503
$ 5,666,675
$ —
$ —
$ —
Death/disability (C) —
—
—
—
—
Accelerated vesting of long-term incentives (D) —
4,060,190
4,060,190
4,060,190
4,060,190
Other benefits (E) 35,755
71,510
—
—
—

Julie L. Anderson
Severance (B) 948,264
2,332,120
—
—
—
Death/disability (C) —
—
—
—
—
Accelerated vesting of long-term incentives (D) —
1,088,394
1,088,394
1,088,394
—
Other benefits (E) 25,365
38,048
—
—
—

Vince A. Ackerson
Severance (F) 1,329,837
2,549,490
—
—
1,329,837
Death/disability (F) —
—
1,329,837
1,329,837
—
Accelerated vesting of long-term incentives (D) —
1,096,853
1,096,853
1,096,853
1,096,853
Other benefits (E) 52,883
52,883
—
52,883
52,883

John G. Turpen
Severance (B) 856,078
2,118,320
—
—
—
Death/disability (C) —
—
—
—
—
Accelerated vesting of long-term incentives (D) —
931,936
931,936
931,936
—
Other benefits (E) 39,162
58,743
—
—
—


~~(A)~~			~~As described above at~~ ~~Employment Agreements - Transition Letter Agreement and Amended and Restated Employment Agreement between Mr. Cargill and the Company~~, on May 29, 2020, the Company and Mr. Cargill entered into a transition letter agreement providing, among other things, for his retirement effective January 1, 2021, and which revised the payments due to Mr. Cargill in connection with his retirement from those described in the above table.			Executive Compensation

Executive Severance Plan

In order to have a competitive benefit that allows for consistent administration without negotiations of special payments, we have an executive Severance Plan and related Policy (collectively, the “Severance Plan”) for our NEOs (other than our CEO). The Severance Plan provides cash payments upon involuntary termination without cause, but is not available in the event of a change in control to individuals that are eligible for change in control benefits as described below. See “2021 Potential Payments Upon Termination or Change In Control Table” for additional information.

Our Executive Severance Benefits Plan (“Severance Plan”), adopted in 2021, applies to all our executive officers and other eligible employees (other than the CEO, whose benefits are covered in his employment agreement), and provides, upon involuntary termination without cause or termination by the executive for good reason, for the payment of (i) 100% of one year’s base salary for named executive officers; (ii) 100% times the average of the executive's bonuses over the last two years (or a comparable amount determined by the Company); and (iii) at the Company's discretion, a prorated bonus reduced for the period of time during the year in which the employee was not employed. The Severance Plan also provides for a cash payment to cover the cost of premiums for post-termination health insurance coverage (“COBRA premiums”) for a period of one year from the date of termination and out-placement benefits. As a condition to the receipt of any benefits under the Severance Plan, an executive must agree to standard release, non-compete, non-solicitation, and confidentiality provisions. In addition, the Severance Plan provides that the vesting of long-term incentive or other equity awards upon termination without cause will be governed by the terms of the applicable award agreements. Executives who are involuntarily terminated for any other reason (e.g., death, disability, retirement, termination for cause) are not eligible to receive severance benefits under the Severance Plan.

Change in Control Arrangements

We have an executive Change-in-Control Plan and related Policy (collectively, the “Change in Control Plan”) benefiting each of our NEOs (other than our CEO) to ensure that management will objectively consider potential transactions that may benefit stockholders without regard to potential impact on their continued employment. The Change in Control Plan provide for a cash payment to be made following a termination of employment by the Company without cause or by the NEO with good reason (as defined in the agreements) within two years following a change in control. See “2021 Potential Payments Upon Termination or Change In Control Table” for additional information.

The Change in Control Plan provides for a payment to be made to these officers following a termination of employment by the Company without cause or by the officer with good reason within two years following a change in control or following the first public announcement of a potential change in control transaction, provided certain conditions are satisfied. These benefits are in lieu of payments under the Severance Plan. Generally, the change in control agreements provide for each executive officer to receive:

•a lump sum payment equal to up to 150% times the sum of:

◦the named executive officer’s then current annualized base salary, and

◦the average of the cash bonuses paid by the Company to the NEO for the last two fiscal years preceding the date of termination;

•at the Company's discretion, a pro rata bonus award under our annual incentive plan award for the year in which the termination occurs based on actual Company performance;

•a lump sum amount to cover group health and dental coverage for the NEO and his or her dependents for a period of up to eighteen months following the date of termination; and

•out-placement benefits for up to 6 months at the option of the executive officer.

The Change in Control Plan does not contain a tax reimbursement or “gross-up” provision.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 73


~~(B)~~			Pursuant to their employment agreements, if an NEO is terminated without cause or for good reason, severance is equal to twelve months of base salary plus the average incentive compensation paid during the prior two-year period and will be paid over a period of twelve months. If the NEO’s termination occurs in connection with a change in control, severance is equal to 2.5 times average salary plus average incentive compensation paid during the prior two-year period and will be paid in a lump sum within 30 days of the NEO’s termination.			Executive Compensation

In approving the Change in Control Plan, the Compensation Committee considered the prevalence and terms of such agreements among similarly situated executives at the companies in our compensation comparator group based on data collected for the Company by the Compensation Committee's then independent compensation consultant. The Compensation Committee also determined that the agreement and general release of claims contained in the Change in Control Plan provided a significant benefit to the Company.


~~(C)~~For purposes of the Change in Control Plan:
			~~Employment agreements provide~~“cause” means (i) misappropriation of funds or property, fraud or dishonesty within the course of providing services to the Company which evidences a want of integrity or breach of trust; (ii) indictment for ~~no payment upon an NEO’s death~~a misdemeanor that has caused or ~~disability.~~may be reasonably expected to cause material injury to the Company, any of its Subsidiaries, any of its affiliates or any of their interests, or indictment for a felony; (iii) any willful or negligent action, inaction, or inattention to duties of the Participant within the course of providing services to the Company that causes the Company material harm or damages (as determined in the sole and absolute discretion of the Company); (iv) misappropriation of any corporate opportunity or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; (v) inexcusable or repeated failure by the Participant to follow applicable Company policies and procedures; (vi) conduct of the Participant which is materially detrimental to the Company (as determined in the sole and absolute discretion of the Company); or (vii) any material violation of the terms of the executive’s employment agreement, if any.



~~(D)~~			~~Includes immediate vesting at target~~“good reason” means: (i) without his or her express written consent, the assignment of ~~any performance-based awards for which performance conditions have not yet been satisfied, based~~the executive to a position constituting a material demotion, or loss of compensation or job duties by comparison to his or her position with the Company on the ~~December 31, 2019 closing price~~Date of ~~our common stock~~Grant; provided, however, that changes, as opposed to a loss, in the Participant’s job duties or changes to reporting relationships, at the Board’s discretion, and without a material loss in the Participant’s compensation, will not constitute “Good Reason”; (ii) the change of ~~$56.77. As~~the location where the Participant performs the majority of ~~December 31, 2019, Mr. Cargill had met~~ the ~~age~~executive’s job duties on the Date of Grant of the Award (“Base Location”) to a location that is more than fifty (50) miles from the Base Location, without the executive’s written consent; (iii) a reduction by the Company in the executive’s base salary as in effect on the Date of Grant of the Award, unless the reduction is a proportionate reduction of the compensation of the Participant and ~~service conditions~~all other senior officers of the Company as a part of a company-wide effort to ~~be eligible for accelerated vesting~~enhance the Company’s financial condition; or (iv) after the occurrence of ~~long-term incentives upon retirement~~a Change in Control, a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities, or duties attached to the position(s) with the Company which the Participant held immediately before the Change in Control, or a material reduction in total compensation, including incentive compensation, stock-based compensation and ~~Mr. Ackerson's Retirement Agreement provides for accelerated vesting of long-term incentives upon retirement. Ms. Anderson~~benefits received from the Company compared to the total compensation and ~~Mr. Turpen had not met~~benefits to which the ~~age and service conditions as of December 31, 2019 to be eligible for~~executive was entitled immediately before the ~~accelerated vesting of long-term incentives upon retirement.~~Change in Control.


~~(E)~~			~~Other benefits include~~“change in control” generally means any one of the following insurance: medical, dental, vision, life, accidental death and disability, short-term disability, long-term disability and supplemental long-term disability. Messrs. Cargill and Turpen and Ms. Andersonevents: (a) any person becoming the beneficial owner of 51% or more of Company’s voting securities (other than as a result of certain issuances or open market purchases approved by incumbent directors); (b) the Company’s incumbent directors ceasing to constitute at least a majority of the board of directors; (c) there is consummated a merger or consolidation of the Company, other than (i) a merger or consolidation which would ~~receive one year of benefits~~result in the ~~event~~voting securities of ~~termination without cause. In~~ the ~~event~~Company outstanding prior to such transaction continuing to represent at least 51% of the combined voting power of the securities of the surviving entity in the transaction, or (ii) a merger or consolidation effected to implement a recapitalization of the Company in which no person is or becomes the beneficial owner of securities representing 51% or more of the combined voting power of the Company's then outstanding securities or (d) approval by the Company’s stockholders of plan of complete liquidation and dissolution of the Company, or there is consummated an agreement for the sale or disposition of all or substantially all of the assets of the Company, other than a sale or disposition to an entity, at least 51% of the combined voting power of its securities are owned by stockholders of the Company in the same proportions as their ownership immediately prior to such sale.. The preceding was a summary of the definition of a change in control, ~~Mr. Cargill would receive 24 months~~so please refer to actual text of ~~benefits, and Ms. Anderson and Mr. Turpen would each receive 18 months of benefits. Pursuant to his Retirement Agreement, Mr. Ackerson would receive 18 months of benefits~~the definition as set forth in the ~~event of termination without cause or due to disability, as well as in the event of his retirement. Cost includes both employer and employee coverage.~~applicable plan.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 74


~~(F)~~			Mr. Ackerson’s Retirement Agreement provides for a severance payment equal to eighteen months base salary in effect as of his Separation Date and a cash payment equal to the average of the annual cash bonuses paid by the Company for the two full bonus plan years prior to the Separation Date, plus a lump sum payment of $20,000 as compensation for legal fees incurred by Mr. Ackerson in connection with the preparation and negotiation of the Retirement Agreement (the “Cash Severance Payments”). In the event of his termination without cause or disability occurring prior to the Separation Date, Mr. Ackerson will receive the Cash Severance Payments. In the event of his death, any unpaid Cash Severance Payments will be paid to Mr. Ackerson’s estate. If a change in control occurs prior to the Separation Date, severance is equal to 2.5 times his average salary plus average incentive compensation paid during the prior two-year period. If a change in control occurs subsequent to his Separation date, he will receive any unpaid Cash Severance Payments. See Employment Agreements - ~~Retirement Transition Agreement between Mr. Ackerson and the Company and Employment Agreement for Mr. Ackerson~~ ~~for more information regarding the terms of Mr. Ackerson’s retirement.~~

~~2019 Director~~Executive Compensation Table*

For service on our board of directors in 2019, our non-employee directors were paid an annual retainer of $55,000 and a fee of $1,750 per meeting. Our chairman received an additional $80,000 per year for serving in that role. In addition, each member of a committee was paid a fee of $1,750 per committee meeting attended. Directors serving as chairman of the Audit Committee and Risk Committee received an additional $30,000 per year for serving in those roles and the directors chairing the HR Committee and Governance and Nominating Committee received an additional $20,000 per year for serving in those roles. Members attending special meetings of the board and committees were paid $1,750 per meeting, or $1,250 for telephonic meetings. In addition to cash retainer fees, each non-employee director receives an annual grant of RSUs with an aggregate grant date fair value of approximately $65,000 at the April board meeting, which vest in full on the first anniversary of the date of grant in accordance with the 2015 Plan.

The following table contains information pertaining to the compensation of the Company’s board of directors for the 2019 fiscal year. Amounts below also include fees paid for service on subsidiary board committees.

Name
Fees Earned or Paid in Cash
(A)
Stock Awards
(B)
Total

Jonathan E. Baliff (D) $ 66,250
$ 64,992
$ 131,242
James H. Browning (C) 127,250
64,992
192,242
Larry L. Helm (C) 154,250
64,992
219,242
David S Huntley (E) 66,750
64,992
131,742
Charles S. Hyle (C) 111,500
64,992
176,492
Elysia Holt Ragusa (C) 102,250
64,992
167,242
Steven P. Rosenberg (C) 91,500
64,992
156,492
Robert W. Stallings (C) 74,250
64,992
139,242
Dale W. Tremblay (C) 90,000
64,992
154,992
Ian J. Turpin (C) 80,000
64,992
144,992
Patricia A. Watson (C) 75,000
64,992
139,992

*Columns for which no amounts are reported have been deleted.


~~(A)~~	~~Amounts represent meeting fees paid upon attendance of board and committee meetings, annual retainer fees and fees for service as chairman of the board or a committee.~~


~~(B)~~	Amounts represent the aggregate grant date fair value determined in accordance with ASC 718 of all stock awards granted pursuant to the 2015 Plan. On April 16, 2019, all currently serving directors received 1,107 RSUs with a grant date fair value of $58.71 per share which will vest in full on the first anniversary of the grant date.


~~(C)~~	As of December 31, 2019, Messrs. Browning, Helm, Hyle, Rosenberg, Stallings, Tremblay and Turpin and Mses. Ragusa and Watson held 1,340 unvested RSUs, and the following directors held vested SARS: Mr. Browning, 3,000; Mr. Helm, 3,000; Mr. Turpin, 1,800.


~~(D)~~	~~As of December 31, 2019, Mr. Baliff held 1,304 unvested RSUs and 214 shares of restricted stock subject to continuing restrictions.~~


~~(E)~~	~~As of December 31, 2019, Mr. Huntley held 1,199 unvested RSUs and 167 shares of restricted stock subject to continuing restrictions.~~

CEO PAY RATIO

Item 402(u) of Regulation S-K, implementing a requirement of the Dodd-Frank Wall Street Reform and Consumer Protection Act, requires that we disclose a ratio that compares the annual total compensation of our median employee to that of our CEO.

~~In order to~~To determine the median employee, we prepared a list of all employees as of December 31, ~~2019,~~2021, along with their gross income as reported on IRS form W-2 for ~~2019.~~2021. Gross income as reported on IRS form W-2 for ~~2019~~2021 was annualized for those employees that were not employed for the full year.

After identifying the median employee, we calculated that employee’s annual total compensation using the same methodology we use for our NEOs as set forth in the “~~2019~~2021 Summary Compensation Table”.

~~The~~

For the year ended December 31, 2021, the total compensation for our CEO, Mr. Holmes, was $23,622,960 as reported in the “Total” column of the Summary Compensation Table (SCT) on page 67. Since Mr. Holmes was appointed CEO effective January 25, 2021, we annualized his Salary, as disclosed in the Summary Compensation Table and the notes thereto, and added the disclosed values of his Sign-On Cash Bonus, Incentive Bonus, Stock Awards (make-whole grant and annual grant portions) and other components of the All Other Compensation column to arrive at a value of $23,685,460, used for the ratio of annual total compensation for ~~2019 for~~our CEO to the ~~CEO was $4,908,814 and for the median employee was $93,586. The resulting ratio of our CEO’s pay to that~~annual total compensation of our median ~~employee~~employee. We chose to use Mr. Holmes’ annualized compensation, as opposed to including compensation for ~~2019~~Mr. Helm, our former interim CEO through January 21, 2021, since Mr. Holmes was ~~52.5~~serving as our CEO as of the end of our fiscal year ended December 31, 2021.

We annualized Mr. Holmes’ total compensation as follows:



SCT Components	Actual Values from SCT	For CEO Pay Ratio: Annualized Values + One-Time Values	Rationale
Salary	$937,500	$1,000,000	Annualized salary
Sign-on Cash Bonus	$2,500,000	$2,500,000	Not annualized -- One-time cash sign-on payment
Stock Awards (make-whole grant portion)	$14,492,810	$14,492,810	Not annualized -- One-time award of 233,755 RSUs
Stock Awards (annual grant portion)	$2,686,500	$2,686,500	Not annualized -- Annual equity grant value
Option Awards	—	—	None awarded
Non-Equity Incentive Plan Compensation (performance bonus)	$3,000,000	$3,000,000	Not annualized -- Actual amount of performance bonus
Change in Pension Values	—	—	Not participating in defined benefit pension plan
All Other Compensation	$6,150	$6,150	Estimate of annualized Company contributions to 401K only; remaining elements not annualized
Total CEO Pay	$23,622,960	$23,685,460

TCBI 2022|Notice of Annual Meeting and Proxy Statement 75


						Executive Compensation

For 2021, our last completed fiscal year:

•the median of the annual total compensation of all employees of our company (other than our CEO) was $97,829; and

•the annual total compensation of our CEO, as annualized for purposes of determining the pay ratio and discussed above, was $23,685,460.

Based on this information, the ratio of the annualized total compensation of Mr. Holmes, our CEO, to the median of the annual total compensation of all employees was 242.1 to 1. In light of the 2021 sign-on cash bonus and the make-whole one-time equity award granted to Mr. Holmes in connection with his appointment as CEO, we expect our CEO pay ratio for 2021 to be higher than his pay ratio in future years, when one-time on-boarding compensation will not be provided to Mr. Holmes.

The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodologies and assumptions described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total annual compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices, which were chosen from a wide range of permissible methodologies, estimates and assumptions. As a result, the CEO pay ratios reported by other companies, which may have employed other permitted methodologies, exclusions, estimates or assumptions, and which may have a significantly different work force structure, geographic locations, or compensation practices from ours, are likely not comparable to our CEO pay ratio.

~~HUMAN RESOURCES~~

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the HRCompensation Committee of the board of directors of the Company was an officer or employee of the Company during ~~2019~~2021 or any other time. In addition, none of the executive officers of the Company served on the board of directors or on the compensation committee of any other entity, for which any executive officers of such other entity served either on our board of directors or on our HRCompensation Committee.

INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS

In the ordinary course of business, the Bank has made loans, and may continue to make loans in the future, to the ~~Bank's~~Bank’s and the ~~Company's~~Company’s officers, directors and employees. However, it is the Bank’s policy to not extend loans to executive officers of the Bank or the ~~Company.~~Company unless any such loan is approved in advance by the Board. The Bank makes loans to directors and their affiliates in the ordinary course of business on substantially the same terms as those with other customers. All loans to directors are reviewed and approved by our board of directors prior to making any such loans. The Bank also provides wealth management services for managed accounts to directors at discounted fees.

The Company has policies and procedures for reviewing related party transactions involving the Company’s and the Bank’s directors, executive officers and their affiliates. Each director and NEO of the Company and the Bank is required to complete a questionnaire annually, and each director who serves on the Audit Committee must complete a certification of independence annually. Both of these documents are designed to disclose all related party transactions, including loans, and this information is reviewed by management, the Audit Committee and the board of directors, as appropriate. Such transactions are subject to the standards set forth in the Company’s Code of Conduct and in applicable laws and regulations, SEC rules, and the Nasdaq Stock Market Listing Rules for determining the independence of directors. The questionnaires, certifications and Code of Conduct are all in writing. These documents did not disclose any related party transactions required to be specifically disclosed in this Proxy Statement.

TCBI 2022|Notice of Annual Meeting and Proxy Statement 76


						2022 Long-Term Incentive Plan

2022 LONG-TERM INCENTIVE PLAN

PROPOSAL FOUR– Approval of the 2022 Long-Term Incentive Plan

Upon recommendation of the Compensation Committee, the board of directors adopted, subject to stockholder approval, the Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan (the “2022 Plan”). The 2022 Plan is intended to enable the Company to remain competitive and innovative in its ability to attract, motivate, reward and retain the services of key employees, certain key contractors and non-employee directors. The 2022 Plan provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or stock. The 2022 Plan is expected to provide flexibility to the Company’s compensation methods to adapt the compensation of key employees, certain key contractors and non-employee directors to a changing business environment, after giving due consideration to competitive conditions and the impact of federal tax laws. Upon the approval of the 2022 Plan by the stockholders of the Company, use of the Texas Capital Bancshares, Inc. 2015 Long-Term Incentive Plan (the “2015 Plan” or the “Prior Plan”) will terminate and no further awards will be issued under the Prior Plan, except for the annual director equity awards in April 2022. It is the judgment of the board of directors that the 2022 Plan is in the best interest of the Company and its stockholders.

Important Information About the 2022 Plan

Shares Available Under the 2022 Plan

If the 2022 Plan is approved by our stockholders, the aggregate number of shares of common stock issuable under the 2022 Plan will be 1,400,000 shares of common stock (less the number of net shares from additional awards, net of forfeitures, made under the Prior Plan between December 31, 2021 and the effective date of the 2022 Plan (the “Interim Awards”)).

Key Data Used to Determine the Number of Shares Needed

Outstanding Equity Awards and Shares Available. The following table includes information regarding outstanding equity awards and shares available for future awards under the 2015 Plan, the 2010 Plan and the 2005 Plan as of February 23, 2022:


	2015 Plan		2010 Plan (A)		2005 Plan (A)
Total shares underlying outstanding stock options	—		—		—
Weighted-average exercise price of outstanding stock options	$	—	$	—	$	—
Weighted-average remaining contractual life of outstanding stock options (in years)	—		—		—
Total shares underlying time-based outstanding unvested full value awards	1,149,457		—		—
Total shares underlying performance-based outstanding unvested full value awards (at maximum)	351,982		—		—
Total shares currently available for grant (B)	518,186		—		—

Common Stock outstanding as of February 23, 2022	50,690,920
Market price of Common Stock as of February 23, 2022	$64.08

(A) The Texas Capital Bancshares, Inc. 2005 Long-Term Incentive Plan (the “2005 Plan”) and the Texas Capital Bancshares, Inc. 2010 Long-Term Incentive Plan (the “2010 Plan”) were replaced by the 2015 Plan. Following approval of the 2015 Plan, no further awards were granted under the 2010 Plan or the 2005 Plan.

(B) Between December 31, 2021 and February 23, 2022, total shares available for grant was reduced by 246,310 net shares from additional grants being awarded, net of certain awards being forfeited.

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						2022 Long-Term Incentive Plan

Significant Historical Award Information.Common measures of a stock plan’s cost include burn rate, overhang and dilution. The burn rate refers annual share usage, which measures how fast a company uses the supply of shares authorized for issuance under its stock plan. Over the last three years, we have maintained an average adjusted burn rate of 1.12% of shares of our common stock outstanding per year. Dilution measures the degree to which our stockholders’ ownership has been diluted by stock-based compensation awarded under our various equity plans and also includes shares that may be awarded under our various equity plans in the future, which is commonly referred to as “overhang.”


Key Equity Metrics:	2021 (%)	2020 (%)	2019 (%)
Adjusted Burn Rate (A)	1.34	1.25	0.77
Overhang (B)	3.90	4.30	4.67
Dilution (C)	2.39	1.92	1.15

(A) Adjusted burn rate is calculated by dividing the number of shares subject to equity awards granted during the applicable fiscal period by the total number of shares of common stock outstanding during the applicable fiscal period.

(B) Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year.

(C) Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year.

Future Share Needs. If the 2022 Plan is approved by our stockholders, the total number of shares available for grant will be 1,400,000 (less Interim Awards). We expect this amount to last for approximately 2 years of awards. This estimate is based on a maximum average annual burn rate of 1.34%, as described above. While we believe this modeling provides a reasonable estimate of how long such a share reserve would last, there are a number of factors that could impact our future equity share usage. Among the factors that will impact our actual share usage are changes in market grant values, changes in the number of recipients, changes in our stock price, changes in the structure of our equity program and forfeitures of outstanding awards. The total overhang resulting from the share request, including awards outstanding under the 2015 Plan, the 2010 Plan, and the 2005 Plan represents approximately 4.66% of the shares of our common stock outstanding as of February 23, 2022.

Sound Corporate Governance Practices

The 2022 Plan includes a number of features that reinforce and promote alignment of equity compensation arrangements for employees, officers, consultants and outside directors with the interests of stockholders and the Company. These features include, but are not limited to, the following:

•No evergreen provision. The 2022 Plan does not contain an “evergreen” feature pursuant to which the shares authorized for issuance under the 2022 Plan can be automatically replenished.

•No repricing of stock options or stock appreciation rights.Without the prior approval of our stockholders, outstanding stock options and stock appreciation rights (SARs) cannot be repriced, directly or indirectly. “Reprice” means any of the following or any other action that has the same effect: (i) amending a stock option or SAR to reduce its exercise price or base price, directly or indirectly, (ii) canceling a stock option or SAR at a time when its exercise price or base price exceeds the fair market value of a share of Company common stock in exchange for cash or a stock option, SAR, award of restricted stock or other equity award, (iii) repurchasing a stock option or SAR for value (in cash or otherwise) from a participant at a time when its exercise price or base price exceeds the fair market value of a share of Company common stock, or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles.

•No discounted stock options or stock appreciation rights. Stock options and SARs may not be granted with exercise prices or base prices, respectively, lower than the fair market value of the underlying shares on the grant date.

•No liberal share recycling provisions.Shares retained by or delivered to the Company to pay the exercise price of a stock option or to satisfy tax withholding obligations in connection with the

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						2022 Long-Term Incentive Plan

exercise, vesting or settlement of an award will count against the number of shares remaining available under the 2022 Plan.

•No liberal change-in-control definition. The change-in-control definition contained in the 2022 Plan is not a “liberal” definition that would be activated on stockholder approval of a transaction.

•No single-trigger change of control vesting. If awards granted under the 2022 Plan are assumed by the successor entity in connection with a change of control of the Company, such awards will not automatically vest and pay out upon the change of control.

•Minimum vesting requirements. No more than five percent (5%) of the shares available for issuance under the 2022 Plan may be granted pursuant to awards with a vesting period or performance period of less than one (1) year.

•No dividends on unearned awards or appreciation awards.The 2022 Plan prohibits the current payment of dividends or dividend equivalent rights on unearned or unvested awards. In addition, no dividends will accrue on options or stock appreciation rights.

•Limits on awards to outside directors. The 2022 Plan provides that, with respect to any one calendar year, the aggregate compensation that may be granted to any individual outside director, including all meeting fees, cash retainers and retainers granted in the form of stock awards, may not exceed $500,000, subject to exceptions to such limit in extraordinary circumstances as determined by the Board in its sole discretion.

•Awards subject to recoupment policy. The 2022 Plan provides that the Company may recoup all or any portion of any shares or cash paid to a participant in connection with an award, in the event of a restatement of the Company’s financial statements as set forth in the Company’s clawback policy.

Description of the 2022 Long-Term Incentive Plan

The following is a brief description of the material terms of the 2022 Plan. A copy of the 2022 Plan is attached as Annex A to this Proxy Statement, and the following description is qualified in its entirety by reference to the 2022 Plan.

Effective Date; Termination Date

If approved by our stockholders, the 2022 Plan will become effective on April 26, 2022. The 2022 Plan will terminate on April 19, 2032, unless sooner terminated by action of the Board.

Shares Available for Issuance

The shares issuable pursuant to awards granted under the 2022 Plan will be shares of common stock. The maximum number of shares that may be issued pursuant to awards granted under the 2022 Plan is 1,400,000 (less the number of Interim Awards). The maximum number of shares that can be issued upon the exercise of incentive stock options is limited to 1,400,000 (less the number of Interim Awards).

Reuse of Shares

If an award, or portion of an award, expires or terminates without all of the shares covered by that award having been issued, or if an award is settled in cash, the number of shares underlying the expired, terminated or cash settled award will not reduce the number of shares available under the 2022 Plan. If any shares issued pursuant to an award are forfeited and returned back to or reacquired by the Company because of the failure to meet a contingency or condition required to vest such shares in the participant, then the shares that are forfeited or reacquired will again become available for issuance under the 2022 Plan. Any shares tendered or withheld (i) to pay the exercise price of an option granted under the 2022 Plan or (ii) to satisfy tax withholding obligations associated with an award granted under the 2022 Plan will not become available again for issuance under the 2022 Plan.

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						2022 Long-Term Incentive Plan

Adjustments

In the event that any dividend or other distribution, recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase or exchange of the common shares or other securities of the Company, issuance of warrants or other rights to purchase common shares or other securities of the Company or other similar corporate transaction or event affects the fair value of an award, then the Committee will adjust any or all of the following so that the fair value of the award immediately after the transaction or event is equal to the fair value of the award immediately prior to the transaction or event: (i) the number of shares and type of common stock (or the securities or property) which thereafter may be made the subject of awards; (ii) the number of shares and type of common shares (or other securities or property) subject to outstanding awards; (iii) the option price of each outstanding award; (iv) the amount, if any, the Company pays for forfeited common shares in accordance with the terms of the 2022 Plan; and (v) the number of or exercise price of common shares then subject to outstanding SARs previously granted and unexercised under the 2022 Plan, to the end that the same proportion of the Company’s issued and outstanding common shares in each instance will remain subject to exercise at the same aggregate exercise price; provided however, that the number of common shares (or other securities or property) subject to any award will always be a whole number.

Administration

The 2022 Plan will be administered by the Compensation and Human Capital Committee (referred to herein as the “Committee”). The Board also may at any time take on the powers, authority and duties of the Committee. The Committee generally may delegate its power, authority and duties under the 2022 Plan, except the power and authority to grant awards to persons required to file reports with respect to the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or as prohibited by law.

The Committee determines who among those eligible to participate in the 2022 Plan will be granted awards, determines the amounts and types of awards to be granted, determines the terms and conditions of all awards, and construes and interprets the terms of the 2022 Plan. Determinations of the Committee are final, binding, and conclusive.

Eligibility

Individuals eligible to receive awards under the 2022 Plan include employees of the Company or a subsidiary or affiliate of the Company, outside directors and consultants. As of February 23, 2022, there were ten outside directors, approximately 500 employees and zero consultants who are eligible to receive awards under the 2022 Plan.

Permissible Awards

The plan authorizes the grant of awards in any of the following forms:

•Options to purchase shares of common stock, which may be nonqualified stock options or incentive stock options (“ISOs”). The exercise price of an option granted under the plan may not be less than the fair market value of the Company’s common stock on the date of grant. Stock options granted under the plan will have a term of not more than ten years.

•SARs, which give the holder the right to receive the excess, if any, of the fair market value of one share of common stock on the date of exercise, over the base price of the SAR. The base price of a SAR may not be less than the fair market value of the Company’s common stock on the date of grant. SARs granted under the plan will have a term of not more than ten years.

•Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Committee, which may include time-based vesting and/or performance-based vesting.

•Restricted stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property) in the future, based upon the attainment of stated vesting or performance goals set by the Committee.

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						2022 Long-Term Incentive Plan

•Performance awards, which may be in the form of shares, cash or units and which, in any case, are contingent upon performance-based vesting conditions.

•Other stock-based awards consistent with the Plan in the discretion of the Committee, including unrestricted stock grants.

•Dividend equivalent rights, which entitle the participant to payments in cash or shares of common stock calculated by reference to the amount of dividends paid on the shares of stock underlying an award, may be generally granted with respect to awards. However, options and SARs may not provide for dividends or dividend equivalent rights, and no dividends or dividend equivalent rights may be paid currently on unearned or unvested awards.

All awards will be evidenced by a written award agreement between the Company and the participant, which will include such provisions as may be specified by the Committee.

Provisions Applicable to All Awards

Minimum Vesting

Except with respect to a maximum of five percent (5%) of the shares available under the 2022 Plan, any stock-based awards which vest on the basis of a participant’s continued employment with or provision of service to the Company must have a minimum vesting requirement of one (1) year and any stock-based awards which vest upon the attainment of performance goals must have a performance period of at least one (1) year (subject to automatic acceleration of vesting only in the event of death or disability).

Nontransferability of Awards

Awards granted under the 2022 Plan generally are not assignable or transferable except by will or by the laws of descent and distribution, except that the Committee may, in its discretion and pursuant to the terms of an award agreement, permit certain transfers of nonqualified stock options or SARs to: (i) the spouse (or former spouse), children or grandchildren of the participant (“Immediate Family Members”); (ii) a trust or trusts for the exclusive benefit of Immediate Family Members; (iii) a partnership in which the only partners are (1) Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members; (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision; or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there may be no consideration for any such transfer, (y) the applicable award agreement pursuant to which such award is granted must be approved by the Committee and must expressly provide for such transferability and (z) subsequent transfers of transferred awards are prohibited except those by will or the laws of descent and distribution.

Change in Control

Upon the occurrence of a change of control, merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, outstanding awards will be assumed by the surviving entity or otherwise equitably converted or substituted in connection with the transaction, and such converted or substituted awards will provide that if within two years after the effective date of the change of control, a participant’s employment is terminated without “cause” or the participant resigns for “good reason”, then (i) any time-based vesting or exercise restrictions on such participant’s converted or substituted awards will lapse; and (ii) the payout opportunities attainable under such participant’s performance-based converted or substituted awards will be deemed to have been earned as of the date of termination based upon the actual level of achievement of all relevant performance goals against target as of the date of such termination and such participant will receive a prorata payout based upon the length of time within the performance period that has elapsed prior to the date of termination of employment.

Upon the occurrence of a change of control, merger, consolidation or share exchange pursuant to which the surviving entity does not agree to assume or otherwise equitably convert or substitute outstanding awards in connection with the transaction in a manner approved by the Committee or the Board, the Company may cancel outstanding awards under the 2022 Plan by either: (i) giving notice to each holder at least 30 days in advance of the transaction that his or her awards will be cancelled unless the holder purchases the shares

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						2022 Long-Term Incentive Plan

under such awards, including in the Board’s discretion some or all of the shares as to which such awards would not otherwise be vested and exercisable; or (ii) in the case of awards that are either (i) settled only in shares of common stock, or (ii) at the election of the participant, settled in shares of common stock, paying the holder an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per share of such award to be paid by the participant, multiplied by the number of shares subject to the award.

Clawback of Awards

The 2022 Plan provides that the Company may recoup all or any portion of any shares or cash paid to a participant in connection with an award, in the event of a restatement of the Company’s financial statements as set forth in the Company’s clawback policy.

Amendment and Termination

The Board may, at any time and from time to time, without the consent of the participants, alter, amend, revise, suspend or discontinue the 2022 Plan in whole or in part; provided, however, that: (i) no amendment that requires stockholder approval to comply with the Internal Revenue Code or any applicable requirements of any securities exchange or inter-dealer quotation system on which the Company’s stock is listed or traded, shall be effective unless such amendment is approved by the requisite vote of the Company’s stockholders entitled to vote on the amendment; and (ii) unless required by law, no amendment or discontinuance of the 2022 Plan may adversely affect any rights of any participants or obligations of the Company to any participants with respect to any outstanding award under the 2022 Plan without the consent of the affected participant.

Federal Income Tax Consequences

The rules concerning the federal income tax consequences with respect to awards made pursuant to the 2022 Plan are technical, and reasonable persons may differ on the proper interpretation of the rules. Moreover, the applicable statutory and regulatory provisions are subject to change, as are their interpretations and applications, which may vary in individual circumstances. The following discussion is designed to provide only a brief, general summary description of the U.S. federal income tax consequences associated with the awards, based on a good faith interpretation of the current U.S. federal income tax laws, regulations (including applicable proposed regulations) and judicial and administrative interpretations. The following discussion does not set forth any federal tax consequences other than U.S. federal income tax consequences or any state, local or foreign tax consequences that may apply.

Incentive Stock Options (ISOs). An optionee does not recognize taxable income upon the grant or upon the exercise of an ISO (although the exercise of an ISO may in some cases trigger liability for the alternative minimum tax). Upon the sale of ISO shares, the optionee recognizes income in an amount equal to the excess, if any, of the fair market value of those shares on the date of sale over the exercise price of the ISO shares. The income is taxed at the long-term capital gains rate if the optionee has not disposed of the stock within two years after the date of the grant of the ISO and has held the shares for at least one year after the date of exercise (the two-year and one-year periods are referred to as “holding periods”), and we are not entitled to a federal income tax deduction. ISO holding period requirements are waived when an optionee dies.

If an optionee sells ISO shares before completion of the holding periods, the optionee recognizes ordinary income to the extent of the lesser of: (a) the gain realized upon the sale; or (b) the excess of the fair market value of the shares on the date of exercise over the exercise price of the ISO shares. Any additional gain is treated as long-term or short-term capital gain depending upon how long the optionee has held the ISO shares prior to disposition. In the year of any such disposition, we will receive a federal income tax deduction in an amount equal to the ordinary income that the optionee recognizes, if any, as a result of the disposition.

Nonqualified Stock Options (NQSOs). An optionee does not recognize taxable income upon the grant of an NQSO. Upon the exercise of an NQSO, the optionee recognizes ordinary income to the extent the fair market value of the shares received upon exercise of the NQSO on the date of exercise exceeds the exercise price

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						2022 Long-Term Incentive Plan

of the NQSO shares. We will receive an income tax deduction in an amount equal to the ordinary income that the optionee recognizes upon the exercise of the NQSO.

Restricted Stock. A participant who receives an award of restricted stock does not generally recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income to the extent and in the first taxable year in which his or her interest in the shares subject to the award becomes either (a) freely transferable; or (b) no longer subject to substantial risk of forfeiture. The amount of U.S. federal taxable income is equal to the fair market value of the shares less the cash, if any, paid for the shares.

A participant may elect to recognize U.S. federal taxable income at the time of grant of restricted stock in an amount equal to the fair market value of the shares subject to the award (less any cash paid for the shares) on the date the award is granted by filing an election under Code Section 83(b) within thirty days of the award.

We will receive a U.S. federal income tax deduction in an amount equal to the ordinary income recognized by the participant in the taxable year in which the shares become either (a) freely transferable; or (b) no longer subject to substantial risk of forfeiture (or in the taxable year of the award if, at that time, the participant had filed a timely election under Code Section 83(b) to accelerate recognition of income).

SARs. A participant who exercises a SAR will recognize ordinary income upon the exercise equal to the amount of cash and the fair market value of any shares received as a result of the exercise. We will receive a U.S. federal income tax deduction in an amount equal to the ordinary income that the participant recognizes upon the exercise of the SAR.

Restricted Stock Units (RSUs). A participant who receives an award of RSUs does not generally recognize taxable income at the time of the award. The participant would generally recognize ordinary income in an amount equal to the fair market value of any shares received (or cash paid) on the date the award is paid. In that taxable year, we would receive a U.S. federal income tax deduction in an amount equal to the ordinary income that the participant has recognized.

New Plan Benefits

To date, the Company has not granted any awards under the 2022 Plan. Future benefits under the 2022 Plan are not currently determinable. On February 23, 2022, the fair market value of a common share of the Company was $64.08.

Vote Required

Proposal Four requires the affirmative vote of the holders of a majority of the outstanding shares of common shares present, in person or by proxy, and entitled to vote on the proposal at the Annual Meeting.

The board of directors unanimously recommends that you vote “FOR” approval of

the 2022 Long-Term Incentive Plan.

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						2022 Long-Term Incentive Plan

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, ~~2019~~2021 regarding common stock that may be issued under the Company’s existing equity compensation plans.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
Equity compensation plans approved by security holders	1,209,862 (A)	$44.2	764,496 (B)
Equity compensation plans not approved by security holders	—	—	—
Total	1,209,862	$44.2	764,496

Plan Category
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
Equity compensation plans approved by security holders 579,512 (A) $33.95 1,772,070 (B)
Equity compensation plans not approved by security holders — — —
Total 579,512 $33.95 1,772,070

~~(A)~~

~~Includes 21,200 shares issuable pursuant to outstanding SARs with a weighted average exercise price of $33.95 and 558,312~~(A)Includes 3,000 shares issuable pursuant to outstanding SARs with a weighted average exercise price of $44.20 and 1,206,862 shares issuable pursuant to outstanding RSUs. Since RSUs have no exercise price, they are not ~~included in the weighted average exercise price calculation.~~


~~(B)~~	~~All of these shares are available for issuance pursuant to grants of full-value awards.~~

~~AUDITOR FEES AND SERVICES~~

~~The Audit Committee has appointed Ernst & Young LLP to continue as our independent registered public accounting firm for the 2020 fiscal year.~~

~~Fees for professional services provided by the Company’s independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were:~~

(in thousands) 2019 2018
Audit fees $ 1,877
$ 1,644
Audit-related fees —
—
Tax fees 499
480
Total $ 2,376
$ 2,124

~~Fees for audit services include fees associated with the audit of the Company’s annual consolidated financial statements, the review of the consolidated financial statements~~ included in the ~~Company’s Form 10-Qs, accounting consultations and management’s assertions regarding effective internal controls in compliance with the requirements~~weighted average exercise price calculation.

(B)All of ~~Section 404~~these shares are available for issuance pursuant to grants of ~~the Sarbanes Oxley Act and Federal Deposit Insurance Corporation Improvement Act. Tax fees included various federal, state and local tax services, as well as tax consultations.~~full-value awards.

~~Pre-approval Policies and Procedures~~

The Audit Committee has adopted a policy that requires advance approval of all audit, audit-related and tax services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the chairman of the Audit Committee authority to approve permitted services provided that the chairman reports any decisions to the Audit Committee at its next scheduled meeting.

ADDITIONAL INFORMATION

Stockholder Nominees for Director

Stockholders may submit nominees for director in accordance with the Company’s Bylaws. Under the Company’s Bylaws, a stockholder’s notice to nominate a director must be in writing and set forth (1) as to each proposed nominee, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required pursuant to Regulation 14A under the Exchange Act, including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; and (2) as to such stockholder, the stockholder’s name and address, and the class and number of shares of stock of the Company that are beneficially owned by such stockholder. The Bylaws provide that nominations for director for the ~~2021~~2023 annual meeting of stockholders must generally be delivered to the Company’s principal executive offices not later than 100 days and no more than 130 days prior to the one-year anniversary of the preceding year’s annual meeting, provided such meeting is held within 30 days of such anniversary date. The Company typically holds its annual meeting in April and at this time anticipates holding its 2021 annual meeting of stockholders on Tuesday, April 20, 2021, substantially earlier than a date within 30 days of the anniversary of the 2020 annual meeting. Consequently, stockholder notice of a nomination for director for the 2021 annual meeting must be delivered to the Company’s principal executive offices no earlier than December 11, 2020, 130 days before the anticipated 2021 annual meeting date, and no later than January 10, 2021, 100 days prior to the anticipated 2021 annual meeting date, or, if later, the tenth day following the day on which we first publicly announce the date of the 2021 annual meeting. The actual date for the 2021 annual meeting of stockholders has not been determined and it is within the discretion of the board of directors to choose the date of such meeting, which will be publicly announced when it has been determined. Nominations should be directed to: Texas Capital Bancshares, Inc., Attn: Corporate Secretary, 2000 McKinney Avenue, 7^th Floor, Dallas, Texas 75201.

To comply with the universal proxy rules (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 18, 2023.

Stockholder Proposals for ~~2021~~2023

Stockholders interested in submitting a proposal for inclusion in the proxy materials for the Company’s annual meeting of stockholders in ~~2021~~2023 may do so by following the procedures prescribed in Exchange Act Rule 14a-8. SEC rules establish the eligibility requirements and procedures that must be followed for a stockholder’s proposal to be included

in a public company’s proxy materials. Because the date of the 2021 annual meeting is expected to change by more than 30 days from the anniversary of the 2020 annual meeting, the deadline for submitting a stockholder proposal under Rule 14a-8 is a “reasonable time” before we begin to print and distribute our proxy materials for the 2021 annual meeting. As noted above, at this time we expect to hold our 2021 annual meeting on April 20, 2021, and expect to print and distribute the proxy materials for such meeting commencing on or about March 11, 2021. In that case, because we will have moved the 2021 annual meeting date by more than 30 days from the anniversary of the 2020 annual meeting, proposals submitted for inclusion in the Company’s 2021 proxy materials must be received a “reasonable time” before we print and send our proxy materials. The Company is requesting at this time that any stockholder proposals for inclusion in the 2021 proxy materials be submitted no later than November 9, 2020. The actual date for the 2021 annual meeting of stockholders has not been determined and it is within the discretion of the board of directors to choose the date of such meeting, which will be publicly announced when it has been determined.

To be eligible for inclusion, stockholder proposals must be received by the Company at the following address: Texas Capital Bancshares, Inc., Attn: Corporate Secretary, 2000 McKinney Avenue, 7^th7th Floor, Dallas, Texas ~~75201.~~75201, no later than November 10, 2022.

Advance Notice Procedures

Under the Company’s Bylaws, no business may be brought before an annual meeting unless it is brought before the meeting by or at the direction of the board of directors or by a stockholder who has delivered timely notice to the Company and has otherwise satisfied the applicable requirements for such action set forth in the Bylaws. Such notice must contain certain information specified in the Bylaws and generally must be received

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						Additional Information

not later than 100 days and no more than 130 days prior to the one-year anniversary of the preceding year’s annual meeting, provided such meeting is held within 30 days of such anniversary ~~date. The Company typically holds its annual meeting in April and at this time anticipates holding its 2021 annual meeting of stockholders on Tuesday, April 20, 2021, substantially earlier than a~~ date, ~~within 30 days of the anniversary of the 2020 annual meeting. Consequently, stockholder notice of business to be brought before the 2021 annual meeting must be delivered~~ to the Company’s principal executive offices no earlier than December 11, 2020, 130 days before the anticipated 2021 annual meeting date, and no later than January 10, 2021, 100 days prior to the anticipated 2021 annual meeting date, or, if later, the tenth day following the day on which we first publicly announce the date of the 2021 annual meeting. The actual date for the 2021 annual meeting of stockholders has not been determined and it is within the discretion of the board of directors to choose the date of such meeting, which will be publicly announced when it has been determined. The required notice and supporting information should be directed to:address: Texas Capital Bancshares, Inc., Attn: Corporate Secretary, 2000 McKinney Avenue, 7^th Floor, Dallas, Texas 75201.

These requirements are separate from the SEC’s requirements that a stockholder must meet ~~in order~~ to have a stockholder proposal included in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Annual Report

A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019 (the "2019 Form 10-K")~~2021 is included in the 2021 Annual Report provided to stockholders with this Proxy Statement, and is available on the Internet as set forth in the Notice of Internet Availability of Proxy Materials.

Upon written request, the Company will furnish to any stockholder without charge a copy of its ~~2019~~2021 Annual Report on Form 10-K pursuant to the instructions set forth in the Notice of Internet Availability of Proxy Materials.

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						2022 Long-Term Equity Plan

ANNEX A

TEXAS CAPITAL BANCSHARES, INC.

~~AMENDED AND RESTATED BYLAWS~~2022 LONG-TERM INCENTIVE PLAN

The Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan (the “Plan”) was adopted by the Board of Directors of Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), on February 8, 2022 and the Company’s stockholders on April 19, 2022. The Plan shall be effective as of April 26, 2022 (the “Effective Date”).

ARTICLE I

PURPOSE

The purpose of the Plan is to attract and retain the services of key Employees, key Contractors, and Outside Directors of the Company and its Subsidiaries and to provide such persons with a proprietary interest in the Company through the granting of Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Dividend Equivalent Rights, and Other Awards, whether granted singly, or in combination, or in tandem, that will:

(a) increase the interest of such persons in the Company’s welfare;

(b) furnish an incentive to such persons to continue their services for the Company or its Subsidiaries; and

With respect to Reporting Participants, the Plan and all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, such provision or action shall be deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.

ARTICLE 2

DEFINITIONS

For the purpose of the Plan, unless the context requires otherwise, the following terms shall have the meanings indicated:

2.1 “Applicable Law” means all legal requirements relating to the administration of equity incentive plans and the issuance and distribution of shares of Common Stock, if any, under applicable corporate laws, applicable securities laws, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, and any other applicable law, rule or restriction.

2.2 “Award” means the grant of any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, SAR, Restricted Stock Unit, Performance Award, Dividend Equivalent Right or Other Award, whether granted singly or in combination or in tandem (each individually referred to herein as an “Incentive”).

2.3 “Award Agreement” means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.

2.4 “Award Period” means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may be exercised.

2.5 “Authorized Officer” is defined in Section ~~2.3 Special Meetings.~~3.2(b) hereof.

2.6 “Board” means the board of directors of the Company.

2.7 “Cause”, with respect to a Participant’s Award, shall have the meaning set forth in the Participant’s employment agreement with the Company, or, if the employment agreement does not contain a definition of “cause” or the Participant has not entered into an employment agreement with the Company, “Cause” means any of the following acts by the Participant, as determined in good faith by the Company: (i) misappropriation of funds or property, fraud or dishonesty within the course of providing services to the Company which evidences a want of integrity or breach of trust; (ii) indictment for a misdemeanor that has caused or may be reasonably expected to cause material injury to the Company, any of its Subsidiaries, any of its affiliates or any of their interests, or indictment for a felony; (iii) any willful

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or negligent action, inaction, or inattention to duties of the Participant within the course of providing services to the Company that causes the Company material harm or damages (as determined in the sole and absolute discretion of the Company); (iv) misappropriation of any corporate opportunity or otherwise obtaining personal profit from any transaction which is adverse to the interests of the Company or to the benefits of which the Company is entitled; (v) inexcusable or repeated failure by the Participant to follow applicable Company policies and procedures; (vi) conduct of the Participant which is materially detrimental to the Company (as determined in the sole and absolute discretion of the Company); or (vii) any material violation of the terms of the Participant’s employment agreement (or, if Participant is a Contractor, of the Participant’s consulting or contractor agreement), if any.

2.8 “Change in Control” means any of the following, except as otherwise provided herein:

(a) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 51% or more of the combined voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below; or

(b) the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the Effective Date of this Plan, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the Effective Date of this Plan or whose appointment, election or nomination for election was previously so approved or recommended; or

(c) there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 51% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing 51% or more of the combined voting power of the Company’s then outstanding securities; or

(d) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 51% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

For purposes hereof:

“Affiliate” shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

Notwithstanding the foregoing provisions of this Section 2.8, if an Award issued under the Plan is subject to Section 409A of the Code, then an event shall not constitute a Change in Control for purposes of such Award under the Plan unless such event also constitutes a change in the Company’s ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Code.

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2.9 “Claim” means any claim, liability or obligation of any nature, arising out of or relating to this Plan or an alleged breach of this Plan, or an Award Agreement.

2.10 “Code” means the United States Internal Revenue Code of 1986, as amended.

2.11 “Committee” means the Compensation and Human Capital Committee of the Board, unless the Board appoints or designates a different committee to administer the Plan in accordance with Article 3 of this Plan.

2.12 “Common Stock” means the common stock, par value $0.01 per share, which the Company is currently authorized to issue or may in the future be authorized to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be, pursuant to the terms of this Plan.

2.13 “Company” means Texas Capital Bancshares, Inc., a Delaware corporation, and any successor entity.

2.14 “Contractor” means any natural person, who is not an Employee, rendering bona fide services to the Company or a Subsidiary, with compensation, pursuant to a written independent contractor agreement between such person (or any entity employing such person) and the Company or a Subsidiary, provided that such services are not rendered in connection with the offer or sale of securities in a capital raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities.

2.15 “Corporation” means any entity that (i) is defined as a corporation under Section 7701 of the Code and (ii) is the Company or is in an unbroken chain of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain. For purposes of clause (ii) hereof, an entity shall be treated as a “corporation” if it satisfies the definition of a corporation under Section 7701 of the Code.

2.16 “Date of Grant” means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement.

2.17 “Dividend Equivalent Right” means the right of the holder thereof to receive credits based on the cash dividends that would have been paid on the shares of Common Stock specified in the Award if such shares were held by the Participant to whom the Award is made.

2.18 “Employee” means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c) of the Code) of the Company or any Subsidiary of the Company.

2.19 “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

2.20 “Executive Officer” means an officer of the Company or a Subsidiary subject to Section 16 of the Exchange Act.

2.21 “Exercise Date” is defined in Section 8.3(b) hereof.

2.22 “Fair Market Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national securities exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; (b) if the shares of Common Stock are not so listed, but are quoted on an automated quotation system, the closing sales price per share of Common Stock reported on the automated quotation system on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; (c) if the Common Stock is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for such date, on the last preceding date on which such quotations shall be available, as reported by the OTC Bulletin Board operated by the Financial Industry Regulation Authority, Inc. or the OTC Markets Group Inc., formerly known as Pink OTC Markets Inc.; or (d) if none of the above is applicable, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market value per share of Common Stock. The determination of Fair Market Value shall, where applicable, be in compliance with Section 409A of the Code.

2.23 “Good Reason”, with respect to a Participant’s Award, shall have the meaning set forth in the Participant’s employment agreement with the Company, or, if the employment agreement does not contain a definition of “good reason” or the Participant has not entered into an employment agreement with the Company, “Good Reason” means: (i) without his or her express written consent, the assignment of the Participant to a position constituting a material demotion, or loss of compensation or job duties by comparison to his or her position with the Company on the Date of Grant; provided, however, that changes, as opposed to a loss, in the Participant’s job duties or changes to

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reporting relationships, at the Board’s discretion, and without a material loss in the Participant’s compensation, will not constitute “Good Reason”; (ii) the change of the location where the Participant performs the majority of the Participant’s job duties on the Date of Grant of the Award (“Base Location”) to a location that is more than fifty (50) miles from the Base Location, without the Participant’s written consent; (iii) a reduction by the Company in the Participant’s base salary as in effect on the Date of Grant of the Award, unless the reduction is a proportionate reduction of the compensation of the Participant and all other senior officers of the Company as a part of a company-wide effort to enhance the Company’s financial condition; or (iv) after the occurrence of a Change in Control, a significant adverse change in the nature or scope of the authorities, powers, functions, responsibilities, or duties attached to the position(s) with the Company which the Participant held immediately before the Change in Control, or a material reduction in total compensation, including incentive compensation, stock-based compensation and benefits received from the Company compared to the total compensation and benefits to which the Participant was entitled immediately before the Change in Control.

2.24 “ImmediateFamily Members” is defined in Section 15.8 hereof.

2.25 “Incentive” is defined in Section 2.2 hereof.

2.26 “Incentive Stock Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.

2.27 “Independent Third Party” means an individual or entity independent of the Company having experience in providing investment banking or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes of this Plan. The Committee may utilize one or more Independent Third Parties.

2.28 “Nonqualified Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.

2.29 “Option Price” means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.

2.30 “Other Award” means an Award issued pursuant to Section 6.9 hereof.

2.31 “Outside Director” means a director of the Company who is not an Employee or a Contractor.

2.32 “Participant” means an Employee or Contractor of the Company or a Subsidiary or an Outside Director to whom an Award is granted under this Plan.

2.33 “Performance Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related to, Common Stock pursuant to Section 6.7 hereof.

2.34 “Performance Criteria” is defined in Section 6.10 hereof.

2.35 “Performance Goal” means any of the goals set forth in Section 6.10 hereof.

2.36 “Plan” means this Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan, as amended from time to time.

2.37 “Reporting Participant” means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act.

2.38 “Restricted Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 of this Plan which are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.

2.39 “Restricted Stock Units” means units awarded to Participants pursuant to Section 6.6 hereof, which are convertible into Common Stock at such time as such units are no longer subject to restrictions as established by the Committee.

2.40 “Restriction Period” is defined in Section 6.4(b)(i) hereof.

2.41 “SAR” or “Stock Appreciation Right” means the right to receive an amount, in cash and/or Common Stock, equal to the excess of the Fair Market Value of a specified number of shares of Common Stock as of the date the SAR is exercised (or, as provided in the Award Agreement, converted) over the SAR Price for such shares.

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2.42 “SAR Price” means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.

2.43 “Spread” is defined in Section 12.4(b) hereof.

2.44 “Stock Option” means a Nonqualified Stock Option or an Incentive Stock Option.

2.45 “Subsidiary” means (i) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations in the chain, (ii) any limited partnership, if the Company or any corporation described in item (i) above owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal and replacement of the general partner, and (iii) any partnership or limited liability company, if the partners or members thereof are composed only of the Company, any corporation listed in item (i) above or any limited partnership listed in item (ii) above. “Subsidiaries” means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.

2.46 “Termination of Service” occurs when a Participant who is (i) an Employee of the Company or any Subsidiary ceases to serve as an Employee of the Company and its Subsidiaries, for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases to serve as a director of the Company and its Subsidiaries for any reason; or (iii) a Contractor of the Company or a Subsidiary ceases to serve as a Contractor of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes an Outside Director or Contractor or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.51, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.47 “Total and Permanent Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith by the Committee, based upon medical reports or other evidence satisfactory to the Committee; providedthat, with respect to any Incentive Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under the Code. Notwithstanding the foregoing provisions of this Section 2.52, in the event an Award issued under the Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.

2.48 “Withheld Dividends” is defined in Section 6.4(b)(ii) hereof.

ARTICLE 3

ADMINISTRATION

3.1 General Administration; Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the Committee. The Committee shall consist of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board. Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.

Membership on the Committee shall be limited to those members of the Board who are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum, and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.

3.2 Designation of Participants and Awards.

(a) The Committee or the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in each related Award Agreement, where

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applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem (that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive).

(b) Notwithstanding Section 3.2(a), to the extent permitted by Applicable Law, the Board may, in its discretion and by a resolution adopted by the Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more Employees other than Reporting Persons as eligible persons to whom Awards will be granted under the Plan and (ii) determine the number of shares of Common Stock that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula by which such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize an officer to designate himself as a recipient of any Award.

3.3 Authority of the Committee. The Committee, in its discretion, shall (i) interpret the Plan and Award Agreements, (ii) prescribe, amend, and rescind any rules and regulations, as necessary or appropriate for the administration of the Plan, (iii) establish performance goals for an Award and certify the extent of their achievement, and (iv) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive on all interested parties. The Committee’s discretion set forth herein shall not be limited by any provision of the Plan, including any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.

The Committee may delegate to officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.

With respect to restrictions in the Plan that are based on the requirements of Rule 16b-3 promulgated under the Exchange Act, Section 422 of the Code, the rules of any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other Applicable Law, to the extent that any such restrictions are no longer required by Applicable Law, the Committee shall have the sole discretion and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with respect to outstanding Awards.

ARTICLE 4

ELIGIBILITY

Any Employee (including an Employee who is also a director or an officer), Contractor or Outside Director of the Company whose judgment, initiative, and efforts contributed or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only Employees of a Corporation shall be eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall not be required to grant, an Award to any Employee, Contractor or Outside Director. Awards may be granted by the Committee at any time and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards need not contain similar provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible to receive, Awards under the Plan.

ARTICLE 5

SHARES SUBJECT TO PLAN

5.1 Number Available for Awards. Subject to adjustment as provided in Articles 11 and 12, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the Plan is one million four hundred thousand (1,400,000) shares, less the net number of shares covering awards made pursuant the Company's 2015 Long-Term Incentive Plan between December 31, 2021 and the Effective Date (the “Shares Available”). One hundred percent (100%) of the Shares Available may be delivered pursuant to Incentive Stock Options. Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury, or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan.

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5.2 Reuse of Shares. To the extent that any Awards under this Plan shall be forfeited, shall expire or be canceled, in whole or in part, without the issuance of Shares, then the number of shares of Common Stock covered by the Awards so forfeited, expired, or canceled may again be awarded pursuant to the provisions of this Plan. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Shares of Common Stock otherwise deliverable pursuant to an Award that are withheld upon exercise or vesting of an Award for purposes of paying the exercise price or tax withholdings shall be treated as delivered to the Participant and shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan. Awards will not reduce the number of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require the issuance of shares of Common Stock, as, for example, a SAR that can be satisfied only by the payment of cash. Notwithstanding any provisions of the Plan to the contrary, shares forfeited back to the Company, or shares canceled on account of termination, expiration or lapse of an Award shall again be available for grant of Incentive Stock Options under the Plan, but shall not increase the maximum number of shares described in Section 5.1 above as the maximum number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.

ARTICLE 6

GRANT OF AWARDS

6.1 In General.

(a) The grant of an Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives being granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period, the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but (i) not inconsistent with the Plan, and (ii) to the extent an Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The Company shall execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify the Participant from, receipt of any other Award under the Plan.

(b) If the Committee establishes a purchase price for an Award, the Participant must accept such Award within a period of thirty (30) days (or such shorter period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price.

(c) Any Award under this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited with respect to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by the grant.

6.2 Option Price. The Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock must be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant; if an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary), the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the Date of Grant. No dividends or Dividend Equivalent Rights may be paid or granted with respect to any Stock Option granted hereunder.

6.3 Maximum ISO Grants. The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair Market Value (determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed $100,000. To the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option. In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.

6.4 Restricted Stock. If Restricted Stock is granted to or received by a Participant under an Award (including a Stock Option), the Committee shall set forth in the related Award Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if any, to be paid by the Participant for such Restricted Stock and the method of payment of the price, (iii) the time or times within which such Award may be subject to forfeiture, (iv) specified

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Performance Goals of the Company, a Subsidiary, any division thereof or any group of Employees of the Company, or other criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such Award, and (v) all other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan, to the extent applicable. The provisions of Restricted Stock need not be the same with respect to each Participant.

(a) ~~Power~~Legend on Shares. The Company shall electronically register the Restricted Stock awarded to ~~Call Special~~a Participant in the name of such Participant, which shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially as provided in Section 15.10 of the Plan. No stock certificate or certificates shall be issued with respect to such shares of Common Stock, unless, following the expiration of the Restriction Period (as defined in Section 6.4(b)(i)) without forfeiture in respect of such shares of Common Stock, the Participant requests delivery of the certificate or certificates by submitting a written request to the Committee (or such party designated by the Company) requesting delivery of the certificates. The Company shall deliver the certificates requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such request.

(b) Restrictions and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions:

(i) Subject to the other provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations and the limitations set forth in Section 7.2 below, the Committee may in its sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate.

(ii) Except as provided in sub-paragraph (i) above or in the applicable Award Agreement, the Participant shall have, with respect to his or her Restricted Stock, all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon; provided that (A) any cash dividends and stock dividends with respect to the Restricted Stock shall be withheld by the Company for the Participant’s account without interest (together, “Withheld Dividends”); and (B) such Withheld Dividends attributable to any particular share of Restricted Stock (and earnings thereon, if applicable) shall be distributed to such Participant in cash or, at the discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such Withheld Dividends, if applicable, upon the release of restrictions on such share (i.e., upon vesting) and, if such share is forfeited, the Participant shall forfeit and have no right to such Withheld Dividends. In no event shall dividends be paid or distributed until the vesting restrictions of the underlying Restricted Stock lapse. Certificates for shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after, and only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Certificates for the shares of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company by the forfeiting Participant. Each Award Agreement shall require that each Participant, in connection with the issuance of a certificate for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and deliver such certificate and executed stock power to the Company.

(iii) The Restriction Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award Agreement, and, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may provide for vesting based on such Performance Goals, as may be determined by the Committee in its sole discretion.

(iv) Except as otherwise provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares of Restricted Stock and any Withheld Dividends shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (i) the Company shall be obligated to, or (ii) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture, in cash, an amount equal to the lesser of the total consideration paid by the Participant for such

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forfeited shares or the Fair Market Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock and any Withheld Dividends shall cease and terminate, without any further obligation on the part of the Company.

6.5 SARs. The Committee may grant SARs to any Participant, either as a separate Award or in connection with a Stock Option. SARs shall be subject to such terms and conditions as the Committee shall impose, provided that such terms and conditions are (i) not inconsistent with the Plan and (ii) to the extent a SAR issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The grant of the SAR may provide that the holder may be paid for the value of the SAR either in cash or in shares of Common Stock, or a combination thereof. In the event of the exercise of a SAR payable in shares of Common Stock, the holder of the SAR shall receive that number of whole shares of Common Stock having an aggregate Fair Market Value on the date of exercise equal to the value obtained by multiplying (i) the difference between the Fair Market Value of a share of Common Stock on the date of exercise over the SAR Price as set forth in such SAR (or other value specified in the Award Agreement granting the SAR), by (ii) the number of shares of Common Stock as to which the SAR is exercised, with a cash settlement to be made for any fractional shares of Common Stock. The SAR Price for any share of Common Stock subject to a SAR may be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Committee, in its sole discretion, may place a ceiling on the amount payable upon exercise of a SAR, but any such limitation shall be specified at the time that the SAR is granted. No dividends or Dividend Equivalent Rights may be paid or granted with respect to any Stock Appreciation Right granted hereunder.

6.6 Restricted Stock Units. Restricted Stock Units may be awarded or sold to any Participant under such terms and conditions as shall be established by the Committee, provided, however, that such terms and conditions are (i) not inconsistent with the Plan, and (ii) to the extent a Restricted Stock Unit issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The grant of a Restricted Stock Unit may provide that the holder may be paid for the value of the Restricted Stock Unit either in cash or in shares of Common Stock, or a combination thereof. Restricted Stock Units shall be subject to such restrictions as the Committee determines, including, without limitation, (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance for a specified period; or (b) a requirement that the holder forfeit (or in the case of shares of Common Stock or units sold to the Participant, resell to the Company at cost) such shares or units in the event of Termination of Service during the period of restriction. If the applicable Award Agreement provides that Restricted Stock Units are eligible for dividends or dividend equivalents, then in no event shall such dividend equivalents be paid or distributed until the vesting restrictions of the underlying Restricted Stock Units lapse.

6.7 Performance Awards.

(a) The Committee may grant Performance Awards to one or more Participants. The terms and conditions of Performance Awards shall be specified at the time of the grant and may include provisions establishing the performance period, the Performance Goals to be achieved during a performance period, and the maximum or minimum settlement values, provided that such terms and conditions are (i) not inconsistent with the Plan and (ii) to the extent a Performance Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. If the Performance Award is to be in shares of Common Stock, the Performance Awards may provide for the issuance of the shares of Common Stock at the time of the grant of the Performance Award or at the time of the certification by the Committee that the Performance Goals for the performance period have been met; provided, however, if shares of Common Stock are issued at the time of the grant of the Performance Award and if, at the end of the performance period, the Performance Goals are not certified by the Committee to have been fully satisfied, then, notwithstanding any other provisions of this Plan to the contrary, the Common Stock shall be forfeited in accordance with the terms of the grant to the extent the Committee determines that the Performance Goals were not met. The forfeiture of shares of Common Stock issued at the time of the grant of the Performance Award due to failure to achieve the established Performance Goals shall be separate from and in addition to any other restrictions provided for in this Plan that may be applicable to such shares of Common Stock. Each Performance Award granted to one or more Participants shall have its own terms and conditions. If the applicable Award Agreement provides that Performance Award is eligible for dividends or dividend equivalents, then in no event shall such dividends or dividend equivalents be paid or distributed until the vesting restrictions of the underlying Performance Award lapse.

If the Committee determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change in the Company’s business, operations, corporate structure, or for other reasons that the Committee deemed satisfactory, the Committee may modify the performance measures or objectives and/or the performance period.

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(b) Performance Awards may be valued by reference to the Fair Market Value of a share of Common Stock or according to any formula or method deemed appropriate by the Committee, in its sole discretion, including, but not limited to, achievement of Performance Goals or other specific financial, production, sales or cost performance objectives that the Committee believes to be relevant to the Company’s business and/or remaining in the employ of the Company or a Subsidiary for a specified period of time. Performance Awards may be paid in cash, shares of Common Stock, or other consideration, or any combination thereof. If payable in shares of Common Stock, the consideration for the issuance of such shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance objective. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.

6.8 Dividend Equivalent Rights. The Committee may grant a Dividend Equivalent Right to any Participant, either as a component of another Award or as a separate Award; provided, however, that no Dividend Equivalent Right may be paid or granted with respect to any Stock Option or SAR. The terms and conditions of the Dividend Equivalent Right shall be specified by the grant. The Committee may provide that Dividend Equivalents (i) will be deemed to have been reinvested in additional Shares or otherwise reinvested (subject to Share availability under Section 5.1 hereof) and subject to the same vesting provisions as provided for the host Award, or (ii) will be credited by the Company to an account for the Participant and accumulated without interest until the date on which the host Award becomes vested, and, in either case, any Dividend Equivalents accrued with respect to forfeited Awards will be reconveyed to the Company without further consideration or any act or action by the Participant. In no event shall Dividend Equivalents be paid or distributed until the vesting restrictions of the underlying Award lapse.

6.9 Other Awards. The Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole or in part, shares of Common Stock, if the Committee determines that such other form of Award is consistent with the purpose and restrictions of this Plan. The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be granted for no cash consideration, for such minimum consideration as may be required by Applicable Law, or for such other consideration as may be specified by the grant. If the applicable Award Agreement provides that such other form of Award is eligible for dividends or dividend equivalents, then in no event shall such dividends or dividend equivalents be paid or distributed until the vesting restrictions of the underlying Award lapse.

6.10 Performance Goals. Awards of Restricted Stock, Restricted Stock Units, Performance Award and Other Awards (whether relating to cash or shares of Common Stock) under the Plan may be made subject to the attainment of Performance Goals relating to one or more business criteria which, where applicable, may consist of one or more or any combination of the following criteria: tangible book value; tangible common equity; growth in interest income and expense; net interest margin; efficiency ratio; growth in non-interest income and non-interest expense and ratios to earnings assets; net revenue growth and ratio to earning assets; capital ratios; asset or liability interest rate sensitivity and gap; effective tax rate; deposit growth and composition; liquidity management; securities portfolio (value, yield, spread, maturity, or duration); earning asset growth and composition (loans, securities); non-interest income (including, fees, premiums and commissions, loans, wealth management, treasury management, insurance, funds management); overhead ratios, productivity ratios (including adjusted earnings/full-time equivalent (FTE), pre-tax income/FTE); return on assets; return on equity or stockholders’ equity; economic value of equity (EVE); internal controls; enterprise risk measures (including interest rate, loan concentrations, portfolio composition, credit quality, operational measures, compliance ratings, balance sheet, liquidity, insurance); cost; revenues; revenue ratios (per employee or per customer); ratio of debt to debt plus equity; net borrowing; debt ratings; profit before tax; cash return on capitalization; economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; earnings per share (whether on a pre-tax, after-tax, operational or other basis); earnings per share growth; operating income; net income; operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; return on capital compared to cost of capital; return on invested capital; cash flow; net cash flow before financing activities; cost reductions; cost ratios (per employee or per customer); free cash flow; net profit; sales; net sales; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions; sales growth; price of the Company’s Common Stock; market share; inventory levels, inventory turn or shrinkage; total return to stockholders; budget goals; customer growth; total market value; dividend payout; or dividend growth (“Performance Criteria”). Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may be measured relative to a peer group or index. Any Performance Criteria may include or exclude (i) extraordinary, unusual and/or non-recurring items of gain or loss, (ii) gains or losses on the disposition of a business, (iii) changes in tax or accounting regulations or laws, (iv) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases, or (v) other similar occurrences. In all other respects, Performance Criteria shall be calculated in accordance with the Company’s financial statements, under generally accepted accounting principles, or under a methodology established by the Committee prior

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to the issuance of an Award which is consistently applied and identified in the audited financial statements, including footnotes, or the Compensation Discussion and Analysis section of the Company’s annual report.

6.11 Tandem Awards. The Committee may grant two or more Incentives in one Award in the form of a “tandem Award,” so that the right of the Participant to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and a SAR are issued in a tandem Award, and the Participant exercises the SAR with respect to one hundred (100) shares of Common Stock, the right of the Participant to exercise the related Stock Option shall be canceled to the extent of one hundred (100) shares of Common Stock.

6.12 No Repricing of Stock Options or SARs. The Committee may not “reprice” any Stock Option or SAR without the prior approval of the Company’s shareholders. For purposes of this Section 6.12, “reprice” means any of the following or any other action that has the same effect: (i) amending a Stock Option or SAR to reduce its exercise price or base price, directly or indirectly, (ii) canceling a Stock Option or SAR at a time when its exercise price or base price exceeds the Fair Market Value of a share of Common Stock in exchange for cash or a Stock Option, SAR, award of Restricted Stock or other equity award, (iii) repurchasing a Stock Option or SAR for value (in cash or otherwise) from a Participant at a time when its exercise price or base price exceeds the Fair Market Value of a share of Common Stock, or (iii) taking any other action that is treated as a repricing under generally accepted accounting principles, provided that nothing in this Section 6.12 shall prevent the Committee from making adjustments pursuant to Article 11, from exchanging or cancelling Incentives pursuant to Article 12, or substituting Incentives in accordance with Article 14.

6.13 Recoupment for Restatements. Notwithstanding any other language in this Plan to the contrary, the Company may recoup all or any portion of any shares or cash paid to a Participant in connection with an Award, in the event of a restatement of the Company’s financial statements as set forth in the Company’s clawback policy, if any, approved by the Company’s Board from time to time.

6.14 Limit on Awards to Outside Directors. With respect to any one calendar year, the aggregate compensation that may be granted to any individual Outside Director, including all meeting fees, cash retainers and retainers granted in the form of Awards, shall not exceed $500,000; provided, however, that the Board may, in its sole discretion, make exceptions to such limit in extraordinary circumstances if it determines in its sole discretion that such exception is advisable. For purposes of such limit, the value of Awards will be determined based on the aggregate Grant Date fair value of all awards issued to the Outside Director in such year (computed in accordance with applicable financial accounting rules).

ARTICLE 7

AWARD PERIOD; VESTING

7.1 Award Period. Subject to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not be exercised in whole or in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement, an Incentive may be exercised in whole or in part at any time during its term. The Award Period for an Incentive shall be reduced or terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the end of its Award Period. No portion of any Incentive may be exercised after the expiration of ten (10) years from its Date of Grant. However, if an Employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee, the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years from the Date of Grant.

7.2 Vesting. The Committee, in its sole discretion, shall establish the vesting terms applicable to an Incentive, provided that any such vesting terms shall not be inconsistent with the terms of the Plan, including, without limitation, this Section 7.2. ~~Special meetings~~Except with respect to a maximum of five percent (5%) of the Shares Available, any stock-based Incentives which vest on the basis of a Participant’s continued employment with or provision of service to the Company shall have a minimum vesting requirement of one (1) year and any stock-based Incentives which vest upon the attainment of performance goals shall provide for a Performance Period of at least one (1) year(subject to automatic acceleration of vesting only in the event of death or Total and Permanent Disability of the Participant).

ARTICLE 8

EXERCISE OR CONVERSION OF INCENTIVE

8.1 In General. A vested Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth in the Award Agreement.

8.2 Securities Law and Exchange Restrictions. In no event may an Incentive be exercised or shares of Common Stock issued pursuant to an Award if a necessary listing or quotation of the shares of Common Stock on a stock

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exchange or inter-dealer quotation system or any registration under state or federal securities laws required under the circumstances has not been accomplished.

8.3 Exercise of Stock Option.

(a) In General. If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall be Restricted Stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock. The granting of a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.

(b) Notice and Payment. Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be exercised and the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to the Company consideration with a value equal to the total Option Price of the shares to be purchased, payable as provided in the Award Agreement, which may provide for payment in any one or more of the following ways: (a) cash or check, bank draft, or money order payable to the order of the Company, (b) Common Stock (including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, (c) by delivery (including by FAX) to the Company or its designated agent of an executed irrevocable option exercise form together with irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (d) in any other form of valid consideration that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted Stock so tendered.

Except as otherwise provided in Section 6.4 hereof (with respect to shares of Restricted Stock) or in the applicable Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his or her death), but shall not issue certificates for the Common Stock unless the Participant or such other person requests delivery of the certificates for the Common Stock, in writing in accordance with the procedures established by the Committee. The Company shall deliver certificates to the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death) as soon as administratively practicable following the Company’s receipt of a written request from the Participant or such other person for delivery of the certificates. Notwithstanding the forgoing, if the Participant has exercised an Incentive Stock Option, the Company may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of the holding periods described in Section 422(a)(1) of the Code. Any obligation of the Company to deliver shares of Common Stock shall, however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration, or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with, the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions not reasonably acceptable to the Committee.

(c) Failure to Pay. Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common Stock may be forfeited by the Participant.

8.4 SARs. Subject to the conditions of this Section 8.4 and such administrative regulations as the Committee may from time to time adopt, a SAR may be exercised by the delivery (including by FAX) of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the SAR is to be exercised and the Exercise Date thereof, which shall be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Subject to the terms of the Award Agreement and only if permissible under Section 409A of the Code and the regulations or other guidance issued thereunder (or, if not so permissible, at such time as

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permitted by Section 409A of the Code and the regulations or other guidance issued thereunder), the Participant shall receive from the Company in exchange therefor in the discretion of the Committee, and subject to the terms of the Award Agreement:

(a) cash in an amount equal to the excess (if any) of the Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion, of the SAR) per share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of Common Stock of the SAR being surrendered;

(b) that number of shares of Common Stock having an aggregate Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion, of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional share interests; or

The distribution of any cash or Common Stock pursuant to the foregoing sentence shall be made at such time as set forth in the Award Agreement.

8.5 Disqualifying Disposition of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition. A disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.

ARTICLE 9

AMENDMENT OR DISCONTINUANCE

Subject to the limitations set forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter, amend, revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is required either (i) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (ii) in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 421 and 422 of the Code, including any successors to such Sections, or other Applicable Law, shall be effective unless such amendment shall be approved by the requisite vote of the stockholders ~~for~~of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable by the Committee, be applicable to any ~~purpose or purposes, unless otherwise~~outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed by ~~statute~~the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.

ARTICLE 10

TERM

The Plan shall be effective from the Effective Date. Unless sooner terminated by action of the Board, the Plan will terminate on April 19, 2032, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions.Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the Effective Date.

ARTICLE 11

CAPITAL ADJUSTMENTS

In the event that any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split, reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision, repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, or other similar corporate transaction or event affects the fair value of an Award, then the Committee shall adjust any or all of the following so that the fair value of the Award immediately after the transaction or event is equal to the fair value of the Award immediately prior to the transaction or event (i) the number of shares and type of Common

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Stock (or the securities or property) which thereafter may be made the subject of Awards, (ii) the number of shares and type of Common Stock (or other securities or property) subject to outstanding Awards, (iii) the Option Price of each outstanding Award, (iv) the amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4, and (v) the number of or SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan, to the end that the same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain subject to exercise at the same aggregate SAR Price; provided however, that the number of shares of Common Stock (or other securities or property) subject to any Award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent that such adjustment would cause the Plan or any Stock Option to violate Section 422 of the Code or Section 409A of the Code. Such adjustments shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is subject.

Upon the occurrence of any such adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment which shall be conclusive and shall be binding upon each such Participant.

ARTICLE 12

RECAPITALIZATION, MERGER AND CONSOLIDATION

12.1 No Effect on Company’s Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the ~~Certificate of Incorporation~~rights thereof (or any rights, options, or warrants to purchase same), or the dissolution or liquidation of the ~~Corporation then in effect (the “Certificate~~Company, or any sale or transfer of ~~Incorporation”),~~all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

12.2 Conversion of Incentives Where Company Survives. Subject to any required action by the stockholders and except as otherwise provided by Section 12.4 hereof or as may be ~~called~~required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares of Common Stock subject to the Incentive would have been entitled.

12.3 Exchange or Cancellation of Incentives Where Company Does Not Survive. Except as otherwise provided by Section 12.4 hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any Change in Control, merger, consolidation or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms (a “Substituted Incentive”); provided, however, that the terms and conditions of such Substituted Incentive shall be approved by the ~~Chairman~~Committee or the Board and provided further, that such Substituted Incentive shall provide that if within two years after the effective date of the transaction, a Participant’s employment is terminated without Cause or the Participant resigns for Good Reason, then (i) any time-based vesting or exercise restrictions on such Participant’s Substituted Incentives shall lapse; and (ii) the payout opportunities attainable under such Participant’s performance-based Substituted Incentives shall be deemed to have been earned as of the date of termination based upon the actual level of achievement of all relevant performance goals against target as of the date of such termination and there shall be prorata payout to such Participant within thirty (30) days following the date of termination of employment based upon the length of time within the performance period that has elapsed prior to the date of termination of employment.

12.4 Cancellation of Incentives. Notwithstanding the provisions of Sections 12.2 and 12.3 hereof, and except as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event the acquiror or the surviving or resulting corporation does not agree to assume the Incentives, all Incentives granted hereunder may be canceled by the Company, in its sole discretion, as of the effective date of any Change in Control, merger, consolidation or share exchange, or any issuance of bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company, or of any dissolution or liquidation of the Company, by either:

(a) giving notice to each holder thereof or his or her personal representative of its intention to cancel those Incentives for which the issuance of shares of Common Stock involved payment by the Participant for such shares, and permitting the purchase during the thirty (30) day period next preceding such effective date

TCBI 2022|Notice of Annual Meeting and Proxy Statement A-14


						2022 Long-Term Equity Plan

of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or

(b) in the case of Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled in shares of Common Stock, paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the Participant (hereinafter the “Spread”), multiplied by the number of shares subject to the Incentive. In cases where the shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or all of those shares in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect to the existence of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining the net amount per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by the Company after giving effect to expenses and charges, including but not limited to taxes, payable by the Company before such liquidation could be completed.

An Award that by its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes of Section 12.4(a) hereof. Notwithstanding the foregoing, with respect to Performance Awards, the Committee only may approve the acceleration of vesting and/or cash-out if (i) the amount payable or vested is linked to the achievement of the Performance Goals for such Performance Award as of the date of the Change in Control and/or (ii) the amount to be paid or vested under the Performance Award on the Change in Control is pro-rated based on the time elapsed in the applicable performance period between the Performance Award’s Date of Grant and the Change in Control.

ARTICLE 13

LIQUIDATION OR DISSOLUTION

Subject to Section 12.4 hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired, (i) sell all or substantially all of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Incentive, the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation, or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind (but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of Article 11 hereof.

ARTICLE 14

INCENTIVES IN SUBSTITUTION FOR

INCENTIVES GRANTED BY OTHER ENTITIES

Incentives may be granted under the Plan from time to time in substitution for similar instruments held by employees, independent contractors or directors of a corporation, partnership, or limited liability company who become or are about to become Employees, Contractors or Outside Directors of the Company or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the incentives in substitution for which they are granted.

ARTICLE 15

MISCELLANEOUS PROVISIONS

15.1 Investment Intent. The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for investment and not with a view to their distribution.

TCBI 2022|Notice of Annual Meeting and Proxy Statement A-15


						2022 Long-Term Equity Plan

15.2 No Right to Continued Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right with respect to continuance of employment by the Company or any Subsidiary.

15.3 Indemnification of Board and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, determination, or interpretation to the fullest extent provided by law. Except to the extent required by any unwaiveable requirement under Applicable Law, no member of the Board or the Committee (and no Subsidiary of the Company) shall have any duties or liabilities, including without limitation any fiduciary duties, to any Participant (or any Person claiming by and through any Participant) as a result of this Plan, any Award Agreement or any Claim arising hereunder and, to the fullest extent permitted under Applicable Law, each Participant (as consideration for receiving and accepting an Award Agreement) irrevocably waives and releases any right or opportunity such Participant might have to assert (or participate or cooperate in) any Claim against any member of the Board or the Committee and any Subsidiary of the Company arising out of this Plan.

15.4 Effect of the Plan. Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.

15.5 Compliance With Other Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the Company of any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the Exchange Act); and, as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings, if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant and exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.

15.6 Foreign Participation. To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will not affect the terms of this Plan for any other country.

15.7 Tax Requirements. The Company or, if applicable, any Subsidiary (for purposes of this Section 15.7, the term “Company” shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in connection with the Plan, any Federal, state, local, or other taxes required by law to be withheld in connection with an Award granted under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s income arising with respect to the Award. Such payments shall be required to be made when requested by Company and may be required to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made (i) by the delivery of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding obligations of the Company; (ii) if the Company, in its sole discretion, so consents in writing, by the actual delivery by the exercising Participant to the Company of shares of Common Stock, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid the issuance of fractional shares under (iii) below) the required tax withholding payment; (iii) unless otherwise determined by the Committee at the time the Award is granted or thereafter, by withholding from the Award a number of shares having an aggregate Fair Market Value on the date of withholding equal to the amount required to be withheld in accordance with applicable tax requirements (up to the maximum individual statutory rate in the applicable jurisdiction as may be permitted under then-current accounting principles to qualify for equity classification), in accordance with such procedures as the Committee establishes; or (iv) by any combination of (i), (ii), or (iii). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or provisions that the Committee deems necessary or desirable.

15.8 Assignability. Incentive Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution and may be exercised

TCBI 2022|Notice of Annual Meeting and Proxy Statement A-16


						2022 Long-Term Equity Plan

during the lifetime of the Participant only by the Participant or the Participant’s legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation contained in the preceding sentences of this Section 15.8 that is not required for compliance with Section 422 of the Code.

Except as otherwise provided herein, Awards may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of a Nonqualified Stock Option or SAR to be granted to a Participant on terms which permit transfer by such Participant to (i) the spouse (or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members, (iii) a partnership in which the only partners are (1) such Immediate Family Members and/or (2) entities which are controlled by Immediate Family Members, (iv) an entity exempt from federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (v) a split interest trust or pooled income fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must be approved by the Committee and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of descent and distribution.

Following any transfer, any such Award shall continue to be subject to the same terms and conditions as were applicable immediately prior to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term “Participant” shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original Participant, following which, with respect to any Award that is a Nonqualified Stock Option and SAR, the Award shall be exercisable or convertible by the transferee only to the extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee of an Award of any expiration, termination, lapse or acceleration of such Award. The Company shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under an Award that has been transferred by a Participant under this Section 15.8.

15.9 Use of Proceeds. Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the Company.

15.10 Legend. Each certificate representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand by the Company and so endorsed):

On the face of the certificate:

“Transfer of this stock is restricted in accordance with conditions printed on the reverse of this certificate.”

On the reverse:

“The shares of stock evidenced by this certificate are subject to and transferable only in accordance with that certain Texas Capital Bancshares, Inc. 2022 Long-Term Incentive Plan, a copy of which is on file at the principal office of the Company. No transfer or pledge of the shares evidenced hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder, transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”

The following legend shall be inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under the applicable federal and state securities laws:

“Shares of stock represented by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws, and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel satisfactory to the Company.”

15.11 Governing Law. The Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws, rule or principle of Delaware law that might refer the governance, construction, or interpretation of this Plan to the laws of another state). A Participant’s sole remedy for any

TCBI 2022|Notice of Annual Meeting and Proxy Statement A-17


						2022 Long-Term Equity Plan

Claim shall be against the Company, and no Participant shall have any claim or right of any nature against any Subsidiary of the Company or any stockholder or existing or former director, officer or Employee of the Company or any Subsidiary of the Company. Each Award Agreement shall require the Participant to release and covenant not to sue any Person other than the Company over any Claim. The individuals and entities described above in this Section 15.11 (other than the Company) shall be third-party beneficiaries of this Plan for purposes of enforcing the terms of this Section 15.11.

A copy of this Plan shall be kept on file in the principal office of the Company in Dallas, Texas.

***************

IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of ________, 2022, by its President and Chief Executive Officer ~~and shall be called~~pursuant to prior action taken by the Board.

TEXAS CAPITAL BANCSHARES, INC.

By:________________________________

Rob C. Holmes

President and Chief Executive Officer the President or the Secretary at the request in writing of a majority of the total number of authorized directors (without regard as to whether there exist any vacancies in previously authorized director positions at the time of such request), or at the request in writing of stockholders of record owning

~~at least 20%~~ ~~of all shares issued and outstanding and entitled to vote at such meeting, based upon the Corporation’s most recent public report of the number of issued and outstanding shares.~~

~~(b)~~

TCBI 2022~~Date, Time~~|Notice of Annual Meeting and ~~Place of Special Meeting. Any special meeting properly called shall be held at such place, if any, on such date, and at such time as designated by the Board of Directors;~~ ~~provided, however,~~ ~~that the special meeting shall not be held more than 120 days after receipt of a request for a special meeting of stockholders submitted by one or more stockholders (a "Special Meeting Request").~~Proxy Statement A-18

~~(c)~~ ~~Required Form of Special Meeting Request. To be in a proper form, a Special Meeting Request must: . . . (v) contain the following information:~~

~~. . .~~

~~d. documentary evidence that the Requesting Stockholders had ownership of~~ ~~at least 20%~~ of all shares issued and outstanding and entitled to vote at such meeting, based upon the Corporation’s most recent public report of the number of issued and outstanding shares (the "Requisite Percentage"), as of the date of delivery of the Special Meeting Request to the Secretary; ~~provided, however,~~ that if any of the Requesting Stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request, such documentary evidence must be delivered to the Secretary within ten days after the date of delivery of the Special Meeting Request to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request is made had, together with any Requesting Stockholders who are beneficial owners, stock ownership of the Requisite Percentage as of the date of delivery of such Special Meeting Request to the Secretary;

~~. . .~~

~~A-1~~

	3
~~Proposal One - Election of Directors~~ Date and Time:		3 Tuesday, April 19, 2022, at 9:00 a.m. (central daylight time)
~~Nominees~~ Location:		3 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201
~~Proposal Two - Approval~~Items of ~~Executive Compensation on an Advisory Basis~~ Business:		6 • To elect eleven (11) directors – Paola M. Arbour, Jonathan E. Baliff, James H. Browning, Larry L. Helm, Rob C. Holmes, David S. Huntley, Charles S. Hyle, Elysia Holt Ragusa, Steven P. Rosenberg, Robert W. Stallings, and Dale W. Tremblay, each to serve until the next annual meeting of stockholders or until their successors are elected and qualified;
~~Proposal Three - Ratification~~		• To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022;
		• To approve, on an advisory basis, the 2021 compensation of the Company’s named executive officers as described in the Proxy Statement;
		• To approve the Company's 2022 Long-Term Incentive Plan; and
		• 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 23, 2022 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			Experience understanding information systems and technology and implications for operating businesses
M&A Experience			Experience with respect to banking, mergers and acquisitions, private equity, capital markets transactions, investment banking, and long-term strategic planning
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, including specific types of risk (e.g., financial, cyber, privacy and data security) or risks facing large financial institutions
Sales / Marketing			Experience building or supervising sales / marketing organizations, including for new markets or products / services


Our sound governance practices include:
•Annual election of all directors
•Majority voting for directors in uncontested elections
•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 our Chair and other Directors
•Robust stock ownership guidelines for directors and executives
•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 attended 75% or more of total meetings of the Board and committees on which he or she served during 2021
•Board oversight of corporate responsibility and ESG matters
•Board and Compensation Committee oversight of human capital management matters
•Direct Board access to management and access to independent advisors
•No poison pill


Changed Cash Incentive Compensation Plan Design						For 2022, reduced the number of compensation plans overall and provided a structure that is directly linked to Company performance including individual performance – all of which reinforces our philosophy of pay for performance

Changed Long-Term Incentive Compensation Plan Design						For 2021, increased weighting of EPS (from 50% to 60%) and substituted Relative TSR (at 40%) as second performance measure (replacing cumulative peer ranking) For 2022: Expanded performance-based RSUs deeper in the organization to reinforce the importance of performance Expanded the pool of participants eligible to receive long-term incentive compensation

Adopted Enhanced Recoupment and Forfeiture Policy						Beginning 2022, policy covers both cash and equity awards made in the prior 4 years to designated classes of employees, including our NEOs, requiring return, reimbursement and/or cancellation of awards in case of (1) 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, or (2) the Company suffers extraordinary financial loss, reputational damage or similar adverse impact resulting from the acts or omissions made by the employee


~~(1)~~	~~Title of each class of securities to which transaction applies:~~


~~(2)~~	~~Aggregate number of securities to which transaction applies:~~


~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~


☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Table of Contents
A LETTER FROM OUR CEO			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			14
Director Nominees			16
Board Diversity			22
Board and Committee Matters			22
Board Leadership Structure			23
Board and Corporate Governance: Strong Governance Practices			23
Risk Oversight			25
Environmental, Social and Governance (ESG) Highlights			26
Stockholder Engagement			31
Committees of the Board			33
Additional Governance Matters			35
DIRECTOR COMPENSATION			35
STOCK OWNERSHIP INFORMATION			37
Principal Stockholders and Beneficial Owners			37
Delinquent Section 16(a) Reports			38


IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON April 19, 2022:
The Texas Capital Bancshares, Inc. 2022 Notice of Annual Meeting and Proxy Statement, 2021 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.

8
~~Stockholder Engagement - Response to Withhold Voting at 2019 Annual Meeting~~			10			Proxy Summary


~~Director Independence~~		14
~~Board Leadership Structure~~	14
~~Committees of the Board of Directors and Meeting Attendance~~ Proxy Statement	14
~~Communications with the Board~~	16
~~Report of the Audit Committee~~	16
~~Code of Business Conduct and Ethics~~	16
~~COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~	17
~~EXECUTIVE COMPENSATION~~	18
~~Executive Officers~~	18
~~Compensation Discussion and Analysis~~	18
~~Report of the Human Resources Committee on the Compensation Discussion and Analysis~~	30
~~2019 Summary Compensation Table~~	31
~~2019 All Other Compensation Table~~	31
~~2019 Grants of Plan Based Awards Table~~	32
~~2019 Outstanding Equity Awards at Fiscal Year-end Table~~	33
~~2019 Option Exercises and Stock Vested Table~~	33
~~2019 Pension Benefits Table~~	34
~~2019 Nonqualified Deferred Compensation Table~~	34
~~2019 Potential Payments Upon Termination or Change in Control Table~~	35
~~2019 Director Compensation Table~~	36
~~CEO PAY RATIO~~	37
~~HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION~~	37
~~INDEBTEDNESS OF MANAGEMENT AND TRANSACTIONS WITH CERTAIN RELATED PERSONS~~	37
~~EQUITY COMPENSATION PLAN INFORMATION~~	37
~~AUDITOR FEES AND SERVICES~~	38
~~Pre-approval Policies and Procedures~~	38
~~ADDITIONAL INFORMATION~~	38
~~Stockholder Nominees for Director~~	38
~~Stockholder Proposals for 2021~~	38
~~Advance Notice Procedures~~	39
~~Annual Report~~	39
~~ANNEX A - SECTION 2.3 OF AMENDED AND RESTATED BYLAWS~~	~~A-1~~


1.	1.delivering written notice of revocation to Texas Capital Bancshares, Inc., Attn: Corporate Secretary – Annual Meeting, 2000 McKinney Avenue, 7^th Floor, Dallas, Texas 75201; 2.submitting another properly completed proxy card that is later dated; 3.voting by telephone at a subsequent time; 4.voting through the Internet at a subsequent time; or 5.voting in person at the Annual Meeting.


~~(5)~~	~~Total fee paid:~~


~~(1)~~	~~Amount Previously Paid:~~


~~(2)~~	~~Form, Schedule or Registration Statement No:~~


~~(3)~~	~~Filing Party:~~


2.	~~submitting another properly completed proxy card that is later dated;~~



Name (1)	Number of Shares of Common Stock Beneficially Owned		Percent of Shares of Common Stock Outstanding
Vince A. Ackerson	31,071	(2)	*
Julie L. Anderson	32,777		*
Jonathan E. Baliff	2,976		*
James H. Browning	12,709		*
C. Keith Cargill	94,159		*
Larry L. Helm	51,834		*
David S. Huntley	2,332	(3)	*
Charles S. Hyle	5,255		*
Elysia Holt Ragusa	7,530		*
Steven P. Rosenberg	33,115		*
Robert W. Stallings	9,730		*
Dale W. Tremblay	8,730		*
John G. Turpen	3,864	(4)	*
Ian J. Turpin	25,227	(5)	*
Patricia A. Watson	5,282		*
All executive officers and directors as a group	326,591		0.65%


2						Performance Assessment and Compensation Determination Framework


Company Performance						• Reflects a range of financial and non-financial metrics • Financial metrics can include, among others, revenue, earnings per share, returns, profitability, deposits, and capital returned to stockholders


Strategic Performance						• Reflects execution against strategic deliverables and initiatives (Strategic Priorities), tailored for the executive’s role • Individual performance includes advancing talent management, including leadership, investment in employees, succession planning, and enhancements to our culture • In determining the final payout on the Strategic Priorities, the Compensation Committee also considers other performance metrics, such as Credit Quality, Asset Quality, etc.



Associated Banc-Corp			PacWest Bancorp
BankUnited, Inc.			Pinnacle Financial Partners, Inc.
BOK Financial Corporation			Prosperity Bancshares Inc.
Cullen/Frost Bankers, Inc.			Signature Bank
First Midwest Bancorp, Inc.			SVB Financial Group
F.N.B. Corporation			Western Alliance Bancorporation
~~IberiaBank~~First Horizon National Corporation			Wintrust Financial Corporation


Measures	Weighting	Threshold (25% payout)	Target (100% payout)	Maximum (150% payout)	Actual	Achievement
Earnings Per Share	40%	$2.75	$3.25	$4.00	$4.60	150%
Return on Common Equity	20%	5.0%	6.0%	7.3%	8.35%	150%
Strategic Priorities:					See individual NEO performance information	See individual NEO performance information
•Establish Foundation for Sustainable, High-Quality Growth	10%	50% of Goals Achieved	85% of Goals Achieved	100% of Goals Achieved
•Strengthen Fundamentals	10%
•Advance Talent Management	10%
•Promote Efficiency and Transparency	10%


2021	Compensation Element	Description	Rationale
Short- Term	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 and operational goals (EPS (40%), ROCE (20%), Strategic Priorities (40%)). • Executives can earn 0-150% of their target award based on achievement of pre-established targets.	• Rewards key drivers of our annual operating and strategic plans. • Provides tangible, achievable goals and reinforces key priorities of the organization.
Long- Term	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: ◦EPS achieved over 3 consecutive one-year performance periods (60%) ◦Relative TSR to peer group achieved vs. target over a three-year performance period (40%) • No dividend equivalents are paid or accrued on these RSUs.	• Focuses executives on achievement of our EPS goal, which is strongly tied to stockholder value creation. • Provides tangible, achievable goal as senior leaders have the greatest ability to drive EPS. •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)	• Vests at the end of the 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. • Time-based RSUs may also be provided as part of a new hire package, when appropriate to buy-out an executive's existing awards that would be forfeited.
NOTES: (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.


Executive Officer	Target Incentive (% of Base Salary)	Target Incentive ($)
Rob C. Holmes	200%	$2,000,000
Julie L. Anderson	80%	$410,000
Tim J. Storms	85%	$382,500
Anna M. Alvarado	N/A	N/A


Executive Officer	Target Incentive ($)	Aggregate Incentive Earned (% of Target)	Incentive Earned ($)
Rob C. Holmes	$2,000,000	150%	$3,000,000
Julie L. Anderson	$410,000	124%	$508,400
Tim J. Storms	$382,500	150%	$573,750
Anna M. Alvarado	N/A	N/A	$440,000



Executive Officer	Target Incentive ($)	Incentive Earned (% of Target)	Incentive Earned ($)
C. Keith Cargill	$1,150,000	132.5%	$1,523,750
Julie L. Anderson	$400,000	132.5%	$530,000
Vince A. Ackerson	$459,425	132.5%	$608,738
John G. Turpen	$341,250	132.5%	$452,156


Target EPS CAGR (25% weight)	Payout (as a % of weighted Target Award)	Target EPS CAGR Peer Rank (25% weight)	Payout (as a % of weighted Target Award)	Target Average ROE (25% weight)	Payout (as a % of weighted Target Award)	Target Average ROE Peer Rank (25% weight)	Payout (as a % of weighted Target Award)
5%	50%	Bottom quartile	0%	9.6%	50%	Bottom quartile	0%
Target EPS Average Growth (25% weight)								Target EPS Average Growth (25% weight)	Payout (as a % of weighted Target Award)	Target EPS Average Growth Peer Rank (25% weight)	Payout (as a % of weighted Target Award)	Target Average ROE (25% weight)	Payout (as a % of weighted Target Award)	Target Average ROE Peer Rank (25% weight)	Payout (as a % of weighted Target Award)
10%	75%	25^th to 39.9^th%	50%	9.8%	75%	25^th to 39.9^th%	50%	10%	50%	Bottom quartile	0%	10%	50%	Bottom quartile	0%
12%								12%	75%	25th to 39.9th%	50%	11%	75%	25th to 39.9th%	50%
15%	100%	40^th to 59.9^th%	100%	10.0%	100%	40^th to 59.9^th%	100%	15%	100%	40th to 59.9th%	100%	13%	100%	40th to 59.9th%	100%
18%	125%	60^th to74.9^th%	125%	10.2%	125%	60^th to74.9^th%	125%	18%	125%	60th to 74.9th%	125%	15%	125%	60th to 74.9th%	125%
20%	150%	Top Quartile	150%	10.4%	150%	Top Quartile	150%	20%	150%	Top Quartile	150%	16%	150%	Top Quartile	150%


Executive Officer	Target Award of 2019 Performance-Based RSUs	Aggregate Payout Factor (% of Target Award)	Shares Earned and Paid Out
Julie L. Anderson	4,813	19.25%	927



Adjusted EPS CAGR (25% weight)	Payout (as a % of weighted Target Award)	Adjusted EPS CAGR Peer Rank (25% weight)	Payout (as a % of weighted Target Award)	Actual Average ROE (25% weight)	Payout (as a % of weighted Target Award)	Actual Average ROE Peer Rank (25% weight)	Payout (as a % of weighted Target Award)
17.8%	123%	60^th%	125%	11.68%	150%	60^th%	125%


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
Cash Bonus / Short-Term Incentive			• Cash bonus represents minority of variable compensation • 2021 target award opportunity of 200% of base salary (maximum 300%) for Mr. Holmes with lower opportunities for other executives • Award level based on achievement of financial and non-financial performance objectives, including risk outcomes • Subject to recovery under the Company's Recoupment and Forfeiture Policy
Long-Term Equity			• Majority of variable compensation 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 • 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



Executive Officer	Target Award of 2017 Performance-Based RSUs	Aggregate Payout Factor (% of Target Award)	Shares Earned and Paid Out
C. Keith Cargill	10,008	130.8%	13,086
Julie L. Anderson	2,032	130.8%	2,657
Vince A. Ackerson	2,519	130.8%	3,294



			What We Do

ü			Pay for performance, including using a high percentage of performance 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			Use an appropriate comparator group when establishing compensation, which group is evaluated annually to ensure it remains appropriate
ü			Ongoing engagement with our stockholders to receive their feedback on business, governance and compensation matters
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 recoupment and forfeiture policy, which can be triggered by a financial restatement and other individual or corporate behavior
ü			Maintain stock ownership guidelines requiring CEO to hold 5x base salary (3x for other NEOs)
ü			Apply double-trigger vesting in the event of a change in control in our long-term equity awards (i.e., participant must terminate after the event to receive benefits)
ü			Conduct an annual “say-on-pay” advisory vote for stockholders
ü			100% independent directors on our 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


			What We Don’t Do
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 our compensation programs


~~(2)~~	Continued vesting of the performance portion of outstanding RSUs and any other performance-based awards granted to Mr. Cargill pursuant to the 2015 Plan, in accordance with their terms and subject to the achievement of the applicable performance conditions that remain outstanding as of the Separation Date.


~~(3)~~	~~Continued vesting of the time-based portion of outstanding RSUs that did not otherwise vest on or before the Separation Date, in accordance with their terms.~~


~~(4)~~	A one-time lump sum payment of $20,000 as reimbursement for Mr. Cargill’s out-of-pocket legal expenses and reasonable expenses incurred in connection with the Transition Agreement and other office and administrative expenses.