NOTICE OF ANNUAL MEETING AND PROXY STATEMENT | ||||||||||||||
2022 | | | |||||||||||||
Table of Contents |
Table of Contents | |||||
A LETTER FROM OUR CEO | |||||
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | |||||
VOTING INFORMATION | |||||
PROXY STATEMENT SUMMARY | |||||
PROXY STATEMENT | |||||
Information about Solicitation and Voting | |||||
GOVERNANCE | |||||
PROPOSAL ONE–ELECTION OF DIRECTORS | |||||
Board Qualifications and Experience Matrix | |||||
Director Nominees | |||||
Board Diversity | |||||
Board and Committee Matters | |||||
Board Leadership Structure | |||||
Board and Corporate Governance: Strong Governance Practices | |||||
Risk Oversight | |||||
Environmental, Social and Governance (ESG) Highlights | |||||
Stockholder Engagement | |||||
Committees of the Board | |||||
Additional Governance Matters | |||||
DIRECTOR COMPENSATION | |||||
STOCK OWNERSHIP INFORMATION | |||||
Principal Stockholders and Beneficial Owners | |||||
Delinquent Section 16(a) Reports |
AUDIT MATTERS | |||||
Audit Committee Report | |||||
Auditor Fees and Services | |||||
PROPOSAL TWO – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED ACCOUNTING FIRM | |||||
EXECUTIVE COMPENSATION* | |||||
PROPOSAL THREE– ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION | |||||
Compensation Discussion and Analysis | |||||
Executive Officers | |||||
Compensation Committee Report | |||||
Compensation Tables | |||||
CEO PAY RATIO | |||||
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | |||||
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY TRANSACTIONS | |||||
2022 LONG-TERM INCENTIVE PLAN | |||||
PROPOSAL FOUR – APPROVAL OF THE 2022 LONG-TERM INCENTIVE PLAN | |||||
Equity Compensation Plan Information | |||||
ADDITIONAL INFORMATION | |||||
Stockholder Nominees for Director | |||||
Stockholder Proposals for 2023 | |||||
Advance Notice Procedures | |||||
ANNEX A | A-1 | ||||
* A detailed Table of Contents for Compensation topics appears on page 41. |
A Letter from our CEO |
A Letter from our CEO |
Notice of Annual Meeting |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
Date and Time: | Tuesday, April 19, 2022, at 9:00 a.m. (central daylight time) | ||||
Location: | 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201 | ||||
Items of Business: | • 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; | ||||
• 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. | ||||
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. |
Notice of Annual Meeting |
VOTE IN ADVANCE OF THE MEETING* | VOTE AT THE MEETING | ||||||||||||||||
via the Internet | by phone | by mail | |||||||||||||||
Visit www.proxypush.com/tcbi to submit a proxy via your computer or mobile telephone | Call 1-866-390-5385 (toll-free) or the number on your proxy card or VIF | Sign, date and return your proxy card or VIF | Bring your proxy card, VIF or Notice or Legal Proxy | ||||||||||||||
*You will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. |
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. |
Proxy Summary |
PROXY STATEMENT SUMMARY | |||||||||||||||||||||||||||||
This summary provides an overview of selected information in this year's Proxy Statement. We encourage you to read the entire Proxy Statement before voting. | |||||||||||||||||||||||||||||
Our Vision: To Be the Flagship Financial Services Firm in Texas Serving the Best Clients in our Markets | |||||||||||||||||||||||||||||
Our Goals | |||||||||||||||||||||||||||||
▪Employer of choice in Texas for people interested in growing their career in financial services ▪Strong execution on the core set of financial products coupled with industry expertise and higher touch service that earns us the right to provide advice when it counts ▪Financially resilient bankthat is easy to do business with and is both proactive and responsive to client, employees and community needs ▪Build trusted relationships in our core markets in industries that leads us to being a "first call" from top clients and prospects | Building a Technology-Enabled Operating Model | ||||||||||||||||||||||||||||
Our Core Values | |||||||||||||||||||||||||||||
1. Act with transparency, candor and discipline in all we do. 2. Be accountable to one another, clients, communities and stakeholders. 3. Commit to excellence every day. 4. Foster a culture of trust through collaboration, inclusion and respect. | |||||||||||||||||||||||||||||
Annual Meeting of Stockholders | |||||||||||||||||||||||||||||
Date & Time | Location | Record Date | |||||||||||||||||||||||||||
April 19, 2022 9:00 a.m. CDT | 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201 | February 23, 2022 | |||||||||||||||||||||||||||
Voting Matters | |||||||||||||||||||||||||||||
Stockholders will be asked to vote on the following matters at the Annual Meeting. | |||||||||||||||||||||||||||||
Board Recommendation | Page Reference | ||||||||||||||||||||||||||||
Proposal One - Election of Directors The Board believes that each of the 11 director nominees has the knowledge, experience, skills and background necessary to contribute to an effective and well-functioning Board. | ü Vote FOR each director nominee | ||||||||||||||||||||||||||||
Proposal Two - Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm The Audit Committee has appointed Ernst & Young LLP to serve as our independent registered public accounting firm for 2022 and this appointment is being submitted to our stockholders for ratification. The Audit Committee and the Board believe that the continued retention of Ernst & Young to serve as our independent auditor is in the best interests of the Company and its stockholders. | ü Vote FOR | ||||||||||||||||||||||||||||
Proposal Three - Advisory Approval of the Company's Executive Compensation The Company seeks a non-binding advisory vote from its stockholders to approve the compensation of the NEOs as disclosed in this Proxy Statement. The Board values the opinions of our stockholders and will take into consideration the outcome of the advisory vote when considering future executive compensation decisions. | ü Vote FOR | ||||||||||||||||||||||||||||
Proposal Four - Approval of our 2022 Long-Term Incentive Plan The Board recommends that stockholders approve the Company's 2022 Long-Term Incentive Plan, which would provide a vehicle for the Board to issue long-term incentive and other equity awards to management, employees and the Board. | ü Vote FOR |
Proxy Summary |
Governance Highlights | ||||||||||||||||||||||||||
Board Composition (See page 13) | ||||||||||||||||||||||||||
The Board has the appropriate diversity of thought, experience and expertise necessary to oversee our business. The Governance and Nominating Committee (the "Governance Committee") regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to our current and future business and strategy, and to introduce fresh perspectives and broaden and diversify the views and experience represented on the Board. | ||||||||||||||||||||||||||
Director Nominees (See page 16) The following table provides summary information about each director nominee. Each nominee is to be elected by a majority of the votes cast. | ||||||||||||||||||||||||||
Committee Memberships | ||||||||||||||||||||||||||
Nominee | Age1 | Primary Occupation | Indepen- dent | Director Since | Audit | Compen- sation | Gover- nance | Risk | ||||||||||||||||||
Paola M. Arbour | 58 | CIO, Tenet Healthcare | ü | 2021 | X | |||||||||||||||||||||
Jonathan E. Baliff | 58 | Operating Partner, Genesis Park | ü | 2017 | X | |||||||||||||||||||||
James H. BrowningÀ | 72 | Former Partner, KPMG LLP | ü | 2009 | CH | X | ||||||||||||||||||||
Larry L. Helm ◊ | 74 | Chairman, Texas Capital Bancshares, Inc. | ü | 2006 | X | |||||||||||||||||||||
Rob C. Holmes | 57 | CEO / President, Texas Capital Bancshares, Inc. | 2021 | |||||||||||||||||||||||
David S. Huntley | 63 | Chief Compliance Officer, AT&T Inc. | ü | 2018 | X | X | ||||||||||||||||||||
Charles S. HyleÀ | 71 | Former Chief Risk Officer, Key Corp. | ü | 2013 | X | CH | ||||||||||||||||||||
Elysia Holt Ragusa | 71 | Principal, RCubetti LLC | ü | 2010 | X | CH | ||||||||||||||||||||
Steven P. Rosenberg | 63 | President, SPR Ventures, Inc. | ü | 2001 | X | |||||||||||||||||||||
Robert W. Stallings | 72 | President / CEO, Stallings Capital Group, Inc. | ü | 2001 | X | X | ||||||||||||||||||||
Dale W. Tremblay | 63 | Executive Chairman, C.H. Guenther & Son LLC | ü | 2011 | CH | |||||||||||||||||||||
À= Financial Expert | ◊ = Board Chair CH = Committee Chair | 1 Age as of Proxy Mailing Date. | ||||||||||||||||||||||||
Board Tenure | ||||||||||||||||||||||||||
The Board considers length of tenure when reviewing nominees to maintain an overall balance of experience, continuity and fresh perspective. | ||||||||||||||||||||||||||
Each year the Board reviews and evaluates our Board leadership structure. The Board appointed Larry L. Helm as its Chairman for 2022. Rob C. Holmes is our CEO and President. All of our directors, other than our CEO, are independent (10 of 11 members). | ||||||||||||||||||||||||||
Proxy Summary |
Governance Highlights (cont.) | |||||||||||||||||||||||||||||
Board Profile(See page 14) The Board identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company's current and future business needs. The following table indicates the number of directors that have the noted skill or experience. | |||||||||||||||||||||||||||||
Board Diversity(See page 22) The Company and the Board believe diversity in the boardroom is critical to the success of the Company and its ability to create long-term value for our stockholders. The diverse backgrounds of our individual directors help the Board better oversee the Company's management and operations from a variety of perspectives. | Women: 2Directors (18%) Racial / ethnic diversity: 2 Directors (18%) | ||||||||||||||||||||||||||||
Our Governance Committee and our Board consider diversity in a broad sense, including diversity of viewpoints, background, work experience and other demographics, such as race, age, gender identity, ethnicity, nationality, disability, sexual orientation and cultural background. The Board will continue to make diversity a priority when considering director candidates. | |||||||||||||||||||||||||||||
We routinely engage with various stakeholders of the Company, including stockholders, rating agencies, proxy advisory services, and customers on a variety of matters. This year we contacted many of our stockholders for the purpose of formally engaging with them about a variety of topics including our new corporate strategy, Board composition, including diversity and skills, Board oversight of risk, our executive compensation program and philosophy, and corporate responsibility, including human capital management. A number accepted our offer to engage, and we plan to continue this outreach on a regular basis. Some declined to engage noting that they did not have any issues with our programs. |
Proxy Summary |
Governance Highlights (cont.) | |||||||||||||||||||||||||||||
Environmental, Social and Governance (ESG) Update (See page 26) | |||||||||||||||||||||||||||||
We established an ESG Council in 2021, which is overseen by the Board, consisting of executive leadership and senior management, to begin navigating and more proactively advancing ESG-related efforts. | |||||||||||||||||||||||||||||
•Focused on operating our business in a sustainable manner. Our headquarters is located in a leased building designated as a LEED (Gold level) facility •Proud to support clients who excel in sustainable business practices •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 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. | |||||||||||||||||||||||||||||
•Working diligently to assure the health, safety and well-being of our employees and customers, especially in response to the COVID-19 pandemic, with internal and external programs to assist •With the launch of the Diversity, Equity and Inclusion Council in 2020, co-Chaired by our CEO and CHRO, enhancements continue to be made to accelerate DEI efforts and outcomes. Hired a VP of Diversity, Equity and Inclusion. Formed numerous employee resource groups (ERGs) •Continued our record of strong community involvement through employee volunteerism (>7,600 hours), community lending ($4.3 billion in 2021) and philanthropic investment (>$2 million in 2021) | |||||||||||||||||||||||||||||
•Strong Board and corporate governance practices support our overall effectiveness and enable us to manage our business and maintain our integrity in the marketplace •During 2021 we met with stockholders holding 57% of our shares to communicate our progress on ESG matters and to better understand how ESG fits into their investment analysis and decision making | |||||||||||||||||||||||||||||
The Board is committed to good corporate governance, which promotes the long-term interests of stockholders, strengthens the Board and management accountability and helps build public trust in the Company. Highlights of our governance practices include: | |||||||||||||||||||||||||||||
•Annual election of directors •Majority voting for directors in uncontested elections •Independent Chair •All directors are independent, other than CEO •Director retirement policy •Director capacity, commitment and over boarding policy •Directors may be removed with or without cause •Action by written consent / right to call special meeting permitted •No poison pill •Executive sessions of independent directors •Annual Board and Committee evaluations | •Strong investor outreach program •Robust stock ownership guidelines for directors and executives •Prohibition on hedging and pledging •Comprehensive recoupment policy •Annual advisory vote on executive compensation •Risk oversight by Board and Committees •Human capital management oversight by Board and Compensation Committee •Board oversight of Company issues related to corporate social responsibility, public policy, philanthropy, and community participation | ||||||||||||||||||||||||||||
Stock Ownership Guidelines / Hold Requirement To ensure continued alignment of executive and stockholder interests, our stock ownership guidelines require the Company's executive officers and directors to own shares with a target value of: •5x base salary for the CEO; •3x base salary for the other Executive Officers; and •4x cash portion of the annual cash retainer for directors. In addition, a robust hold requirement assures that our executive officers and directors will continue to hold the shares they receive (after taxes) until the ownership guideline has been attained and maintained. |
Proxy Summary |
2021 Company Performance (See page 47) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
$235.2 Million Net Income1 up 316%2 | $4.60 Diluted EPS3 up 311%2 | 8.35% ROCE4 up 298%1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
$3.2 Billion Stockholders' Equity up 12%2 | $28.1 Billion Total Deposits down 9%2 | $34.7 Billion Total Assets down 8%2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
•Adopted and continue to implement updated strategic plan, including detailed reviews of each business line, the operating model, investment spend and overall strategy •Raised $625 million of capital, allowing the Bank to exceed “well-capitalized” regulatory ratios and leaving the Company well positioned to execute on new strategy •Deliberate unwinding of business lines and technology not aligned to our core strategy allowed for self-funding of necessary investment, reduced variability in earnings and more efficient use of capital •Continued focus on credit quality, and proactive resolution of legacy credit issues •Built-out senior management team; established ESG Council; and expanded DEI Council Notes: 1 Net income available to common stockholders. 2 Percentage change over the prior fiscal year. 3 Earnings per share. 4 Return on Common Equity. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Elements | Compensation Decisions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short- Term | Base Salary | •All NEO's received a base salary commensurate with their position after consideration of peer market data | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual Incentive Bonus: EPS (40%); ROCE (20%); Strategic Priorities (40%) | •Actual Company performance on EPS and ROCE metrics against targets produced a payout of 150% on each; payouts on assessment of individual performance on the Strategic Priorities ranged from 85% to 150% for the NEO's, with the CEO's payout at 150% •Ms. Alvarado (who joined late in the year) received a guaranteed incentive bonus for 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long- Term | Performance RSUs (50% of award): Vest at the end of a 3-year performance period based on: (i) EPS over three one-year performance periods (60%), and (ii) Relative TSR to Peer Group (40%) | •All NEO's received an award of performance RSUs for 2021 (except Ms. Alvarado who joined late in the year) •Only the Relative TSR and the 2021 EPS performance targets were established when the RSUs were granted in 2021, with the 2022 and 2023 EPS performance targets remaining to be established (which will show separate "grants" in 2022 and 2023 relating to the 2021 award) •Relative TSR was a new metric and weighting for 2021; replacing cumulative EPS relative to the peer group (50%) in 2020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time RSUs (50% of award): Vest at the end of a 3-year vesting period, subject to continued employment | •All NEOs received an award of time RSUs for 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
New Hire / Other | Cash Awards | •All NEOs (other than Ms. Anderson) commenced employment with the Company in 2021 •Mr. Holmes and Mr. Storms received sign-in cash bonus awards of $2.5 million and $250,000, respectively | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Time RSUs | •Mr. Holmes received an award of $14.5 million time RSUs in connection with joining the Company in 2021 •Ms. Alvarado received an award of $1.3 million time RSUs in connection with joining the Company in 2021 •Ms. Anderson received an award of $50,000 time RSUs for retention while onboarding the new CEO and new CIO | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proxy Statement |
Proxy Statement |
1.delivering written notice of revocation to Texas Capital Bancshares, Inc., Attn: Corporate Secretary – Annual Meeting, 2000 McKinney Avenue, 7th 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. |
Proxy Statement |
Governance |
Governance |
Board Composition and Refreshment | Board Refreshment | ||||||||||||||||
Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of our stockholders, is a principal priority of the Board and the Governance Committee. The Board and the Committee also understand the importance of Board refreshment, and strive to maintain an appropriate balance of tenure, turnover, diversity and skills on the Board. The Board believes that new perspectives and new ideas are critical to a forward-looking and strategic board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring. | Over the last seven years: ▪5 new directors elected ▪Rotation of Two Committee Chairs ▪Expanded qualifications and diversity represented on the Board | ||||||||||||||||
Governance |
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 |
Governance |
Career Highlights | ||||||||||||||
▪Executive Vice President and Chief Information Officer, Tenet Healthcare Corporation (since 2018), oversees the leadership and strategic direction for Tenet’s information technology (IT) systems and identifies opportunities to support that company’s expansive care network through the application of digital technology, data analytics, automation and customer experience ▪Prior to joining Tenet, she served in Vice President and President roles at Service Now and ProV International ▪Earlier in her career, Arbour served as vice president of service delivery at Dell Services, where she was responsible for global service delivery and customer experience; and served as Vice President in services across Europe and the United States for EDS | ||||||||||||||
Paola M. Arbour | Committee Membership(s) ▪Risk | |||||||||||||
Chief Information Officer,Tenet Healthcare | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2021 | ▪More than 35 years of experience leading and transforming IT organizations ▪Executive management experience ▪IT expertise | ▪Advisory board member, Dallas CIO Leadership Association ▪Board member, the Technology Business Management Council ▪Member, Evanta CIO Community for Gartner | ||||||||||||
Independent | ||||||||||||||
Age 58 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪None | |||||||||||||
Career Highlights | ||||||||||||||
▪Operating Partner, Genesis Park, a private investment company ▪Director (since 2021), Chair Audit Committee, and member Nominating and Corporate Governance Committee, Redwire Corporation (NYSE:RDW) ▪Former President, Chief Financial Officer, and Director, Genesis Park Acquisition Corp. (NYSE:GNPK), a special purpose acquisition company (SPAC) (from 2020 until its merger with Redwire Corporation in 2021) ▪Former CEO/President (2014-2019), and Senior Vice President and Chief Financial Officer (2010-2014), Bristow Group, Inc. (NYSE:VTOL), an industrial aviation solutions provider offering helicopter transportation, and search and rescue and aircraft support services ▪Executive Vice President-Strategy (2008-2010), NRG Energy, leading development and implementation of corporate strategy and M&A ▪Managing Director, Credit Suisse’s Global Energy Group (1997-2008) | ||||||||||||||
Jonathan E. Baliff | Committee Membership(s) ▪Risk | |||||||||||||
Operating Partner, Genesis Park | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2017 | ▪Extensive financial / leadership experience serving in executive roles with public companies ▪Focus on corporate strategy, coupled with banking experience earlier in his career | ▪U.S. Air Force (1985 until retirement in 1993 with the rank of Captain) ▪Board Member, Alley Theatre ▪Board of Advisors, Georgetown Graduate Schools of Foreign Service | ||||||||||||
Independent | ||||||||||||||
Age 58 | ||||||||||||||
Other Current Public Directorships ▪Redwire Corporation | Public Directorships in the Past Five Years ▪Genesis Park Acquisition Corp. | |||||||||||||
Governance |
Career Highlights | ||||||||||||||
▪Retired as partner (2009), KPMG LLP, an international accounting firm, after more than 38 years with the firm ▪Served as Chairman of the Board, director and member, Audit Committee, of RigNet Inc., a global technology company providing customized communications services, applications, real-time machine learning and cybersecurity solutions to enhance customer decision-making and business performance (from 2012 until acquired by Viasat Inc. in 2021) ▪Director (since 2016), and Chair, Audit Committee, Herc Holdings, Inc., a NYSE-listed full-service equipment rental company | ||||||||||||||
James H. Browning | Committee Membership(s) ▪Audit (chair) ▪Governance & Nominating | |||||||||||||
Former Partner, KPMG | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2009 | ▪More than 38 years in public accounting ▪Expertise in financial / accounting / SEC matters ▪Vast experience dealing with public company boards ▪Financial Expert | ▪Member, AICPA ▪Member, NACD | ||||||||||||
Independent | ||||||||||||||
Age 72 | ||||||||||||||
Other Current Public Directorships ▪Herc Holdings Inc. | Public Directorships in the Past Five Years ▪RigNet, Inc. | |||||||||||||
Career Highlights ▪Chairman of the Board of the Company (since May 2012); served as interim CEO of the Company (May 2020 until Jan. 2021) ▪Former senior advisor, Accelerate Resources, LLC, engaged in the acquisition of non-operated oil and natural gas properties and mineral interests (Aug. 2017 until May 2020) ▪Former head of U.S. Middle Market Banking at Bank One (2001 - 2004) and CEO (1996 - 1998) of Bank One Dallas, N.A. | ||||||||||||||
Larry L. Helm | Committee Membership(s) ▪Risk | |||||||||||||
Chairman of the Board; Former Chairman and CEO of Bank One Dallas | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2006 | ▪Current and former banking executive, with extensive knowledge of our industry ▪Executive management expertise | ▪Immediate Past Chair, Goodwill Industries of Dallas ▪Former Board Member, Dallas Chapter of the American Red Cross, and Dallas Symphony Orchestra, among others | ||||||||||||
Independent | ||||||||||||||
Age 74 | ||||||||||||||
Other Current Public Directorships ▪ESGEN Acquisition Corporation | Public Directorships in the Past Five Years ▪None | |||||||||||||
Governance |
Career Highlights | ||||||||||||||
▪Chief Executive Officer and President of the Company, member of the board of directors (since Jan. 2021); CEO & President, Texas Capital Bank ▪Former senior executive JPMorgan Chase & Co. and predecessor firms (1989 until 2020), including as Global Head of Corporate Client Banking and Specialized Industries (2011 until 2020), co-head of JPMorgan’s North American Retail Industries Investment Banking practice (2005 - 2011), head of Investment Banking for the southern region of the U.S. (2010 - 2011), and had shared oversight of the Commercial Banking Credit Markets business, which provided Asset Based Lending and other credit solutions (2016 - 2020) | ||||||||||||||
Rob C. Holmes | Committee Membership(s) ▪None | |||||||||||||
Chief Executive Officer, President and Director | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2021 | ▪Extensive knowledge of all aspects of our business ▪More than 30 years of experience and leadership in the banking industry | ▪Advisory Board, University of Texas at Austin McCombs School of Business ▪Board Member, Baylor Health Care System Foundation ▪Member, University of Texas at Austin Development Board ▪Salesmanship Club | ||||||||||||
Non-Independent | ||||||||||||||
Age 57 | ||||||||||||||
Other Current Public Directorships ▪Dillard's Inc. | Public Directorships in the Past Five Years ▪None | |||||||||||||
Career Highlights | ||||||||||||||
▪More than 27-year career with AT&T Inc. and subsidiaries, a global leader in telecommunications, media and technology ▪Senior Executive Vice President & Chief Compliance Officer (since 2014), responsible for developing privacy policies, legal and regulatory compliance, and ensuring adherence to internal compliance requirements, and protecting company assets ▪Former Senior Vice President & Assistant General Counsel, AT&T Services (2012-2014) ▪Former Senior Vice President & General Counsel, AT&T Advertising Solutions and AT&T Interactive (2010-2012) | ||||||||||||||
David S. Huntley | Committee Membership(s) ▪Audit ▪Compensation & Human Capital | |||||||||||||
Chief Compliance Officer, AT&T | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2018 | ▪Compliance and legal expertise ▪Experience developing and implementing policies to safeguard the privacy of customer and employee information | ▪Director, AT LAST!, the Baylor Health Care System Foundation, the Dallas Citizens Council, and the National Urban League ▪Trustee, Southern Methodist University; Public Trustee, Dallas Medical Resources ▪Executive Committee, Texas Business Hall of Fame | ||||||||||||
Independent | ||||||||||||||
Age 63 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪None | |||||||||||||
Governance |
Career Highlights | ||||||||||||||
▪Retired Senior Executive Vice President & Chief Risk Officer, Key Corp. and Key Bank (holding company and regional bank based in Cleveland, Ohio)(from 2004 until his retirement in 2012) ▪Former executive Barclays Capital, working in the U.S. and London (from 1980 - 2003), most recently as Managing Director and Global Head of Credit Portfolio Management - London ▪Former banker, JP Morgan (1972 - 1980) | ||||||||||||||
Charles S. Hyle | Committee Membership(s) ▪Risk (chair) ▪Audit | |||||||||||||
Former Chief Risk Officer, Key Corp. | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2013 | ▪Broad financial services experience ▪Managing bank credit and operational risk ▪Financial Expert | ▪An active impact investor in several startup social enterprises focused on educational technology through Learn Launch + Accelerator in Boston | ||||||||||||
Independent | ||||||||||||||
Age 71 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪None | |||||||||||||
Career Highlights | ||||||||||||||
▪Former President / COO, The Staubach Company (2001 - 2008)(merged with Jones Lang LaSalle in 2008) ▪Retired International Director, Jones Lang LaSalle, a commercial real estate services company (2008 - 2017) ▪Former director (2007 - 2018), Lead Director, member, Compensation Committee, and Chair, Nominating and Corporate Governance Committee, Fossil Group, Inc. | ||||||||||||||
Elysia Holt Ragusa | Committee Membership(s) ▪Governance & Nominating (chair) ▪Compensation & Human Capital | |||||||||||||
Principal, RCubetti LLC | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2010 | ▪C-Suite and Public Company Board Experience ▪Commercial Real Estate Expertise ▪Leadership Training Experience ▪Change Management Expertise | ▪Board of Directors, The Contemporary Austin ▪Advisory Board, University of Texas McCombs School of Business ▪United Way of Dallas Allocation Chair | ||||||||||||
Independent | ||||||||||||||
Age 71 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪Fossil Group, Inc. | |||||||||||||
Governance |
Career Highlights | ||||||||||||||
▪President, SPR Ventures, Inc., a private investment company (since 1997) ▪Former President, SPR Packaging LLC, a manufacturer of flexible packaging for the food industry (2007 until his retirement in 2018) ▪Director (since 2008), Chair, Nominating and Corporate Governance Committee, and member, Audit Committee, Cinemark Holdings, Inc., a leader in the motion picture exhibition industry with theatres and screens in the U.S. and Latin America ▪Former director (2007-2014), member Audit, Compensation and Nominating and Governance Committees, PRGX Global, Inc., a supplier of specialized data auditing services | ||||||||||||||
Steven P. Rosenberg | Committee Membership(s) ▪Compensation & Human Capital | |||||||||||||
President, SPR Ventures, Inc. | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2001 | ▪Corporate leadership, private entrepreneurial investment and public company boards / management ▪Experience in accounting and financial management | ▪Member, Executive Board and Treasurer, Dallas Holocaust and Human Rights Museum ▪Trustee and Past President, AkibaYavneh Academy ▪Treasurer and Endowment Chair, American Friends of Bar Ilan University, Israel ▪Member, National Council, AIPAC | ||||||||||||
Independent | ||||||||||||||
Age 63 | ||||||||||||||
Other Current Public Directorships ▪Cinemark Holdings, Inc. | Public Directorships in the Past Five Years ▪None | |||||||||||||
Career Highlights | ||||||||||||||
▪Chairman of the board of directors and CEO of Stallings Capital Group, Inc., an investment company (since March 2001) ▪Retired Executive Chairman of the Board of GAINSCO, Inc., a property and casualty insurance company (August 2001 - April 2021, when GAINSCO was acquired by State Farm) ▪Former CEO of an asset management company as well as a savings bank ▪Former director of Crescent Real Estate Equities Company and the Federal Home Loan Bank of Dallas | ||||||||||||||
Robert W. Stallings | Committee Membership(s) ▪Governance & Nominating ▪Risk | |||||||||||||
President & CEO, Stallings Capital Group, Inc. | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2001 | ▪Banking, financial services and insurance expertise ▪Private entrepreneurial investment ▪Public Company Board Experience | ▪Chairman & Founder, The Stallings Foundation | ||||||||||||
Independent | ||||||||||||||
Age 72 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪None | |||||||||||||
Governance |
Career Highlights | ||||||||||||||
▪Executive Chairman (former President / CEO, since 2001), C.H. Guenther & Son LLC (dba Pioneer Flour Mills; a food manufacturer of high-quality products; one of the oldest privately held companies in the U.S.) ▪Prior to joining C.H. Guenther, senior officer, The Quaker Oats Company, responsible for all Worldwide Food Service Businesses ▪Former director (2005-2019), member, Audit Committee, and Chair, Compensation Committee, Clear Channel Outdoor Holdings, Inc., a large, public advertising company ▪Director, Nature Sweet Ltd., a privately-owned agricultural and distribution company; director, Monogram Foods, a privately-owned major co-packer and private label provider for strategic partners throughout the nation | ||||||||||||||
Dale W. Tremblay | Committee Membership(s) ▪Compensation & Human Capital (chair) | |||||||||||||
Executive Chairman, C.H. Guenther & Son LLC | Specific Qualifications, Experience, Skills and Expertise | Select Professional and Community Contributions | ||||||||||||
Director since 2011 | ▪Public / private company management leadership ▪M&A and private equity experience ▪Sales & marketing experience ▪Public Company Board Experience | ▪Director, Haven for Hope ▪Director, San Antonio Opera ▪Former Founding Board Member, Texas Can Academy - San Antonio ▪Federal Reserve Bank of Dallas - former Consumer Advisory Committee Member ▪Former Finance Advisory Board Member, Michigan State University | ||||||||||||
Independent | ||||||||||||||
Age 63 | ||||||||||||||
Other Current Public Directorships ▪None | Public Directorships in the Past Five Years ▪Clear Channel Outdoor Holdings, Inc. | |||||||||||||
Governance |
Board Diversity Matrix (As of February 23, 2022) | ||||||||||||||
Board Size: | ||||||||||||||
Total Number of Directors | 11 | |||||||||||||
Did Not Disclose Gender | ||||||||||||||
Female | Male | Non-Binary | ||||||||||||
Part I: Gender Identity | ||||||||||||||
Directors1 | 2 | 9 | – | – | ||||||||||
Part II: Demographic Background2 | ||||||||||||||
African American or Black | – | 1 | – | – | ||||||||||
Alaskan Native or Native American | 1 | – | – | – | ||||||||||
Asian | – | – | – | – | ||||||||||
Hispanic or Latinx | – | – | – | – | ||||||||||
Native Hawaiian or Pacific Islander | – | – | – | – | ||||||||||
White | – | – | – | – | ||||||||||
Two or More Races or Ethnicities | – | – | – | – | ||||||||||
LGBTQ+ | – | |||||||||||||
Demographic Background Undisclosed | – | |||||||||||||
1 Number of directors based on gender identity. | ||||||||||||||
2 Number of directors who identify in any of these categories. |
Governance |
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 |
Governance |
•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 |
Governance |
Board of Directors | |||||||||||||||||||||||||||||
•Oversight of risk in ESG matters | |||||||||||||||||||||||||||||
Risk Committee | Audit Committee | ||||||||||||||||||||||||||||
•Oversight of the Company’s management of credit, liquidity, strategic, market, operational (including information technology and cybersecurity), compliance, financial, and capital adequacy ("enterprise") risks •Annual review and approval of the Company’s risk management framework and review and recommendation to the board of directors of the Company’s risk appetite statement •Oversees the activities of the ERC, which is chaired by the Company’s Chief Risk Officer, who has a direct reporting relationship to the Risk Committee •Oversight of supervisory issues and enforcement actions and remediation efforts •Confirm that the Company's lending activities are withing the context of the Company's risk framework •Communicate with the other Board committees to assure the integrated oversight of the full range of enterprise risks | •Oversight of major financial risk exposures •Monitors the Company’s financial reporting risk, including the allowance for credit losses, and regulatory compliance risk •Review significant risk trends identified by internal audit | ||||||||||||||||||||||||||||
Compensation and Human Capital Committee | |||||||||||||||||||||||||||||
•Review and oversight of compensation plan risk assessments •Oversight of risk related to human capital management, including talent management, executive succession planning and DEI | |||||||||||||||||||||||||||||
Governance and Nominating Committee | |||||||||||||||||||||||||||||
•Oversight of risks related to corporate governance practice and procedure | |||||||||||||||||||||||||||||
Governance |
Stockholders | |||||||||||||||||||||||
Board of Director and Committee Oversight | |||||||||||||||||||||||
é | é | é | é | ||||||||||||||||||||
ESG Leadership Council | |||||||||||||||||||||||
1 Operating Committee-Level Leadership Integrating with Strategy 2 Subject Matter Experts from Across the Company to Drive Execution 3 Monthly Meeting Cadence to Maintain Momentum 4 Education and Baselining to Move Efficiently 5 Organized Sub-Teams to Coordinate Activities | |||||||||||||||||||||||
Clear and Effective Communication to Both Internal and External Stakeholders | |||||||||||||||||||||||
Governance |
"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 | ||||||||
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. | ||||||||||||||
Governance |
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. | ||||||||
• 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. | ||||||||||||||
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 | |||||||||||||
• 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. | ||||||||||||||
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). | ||||||||||||||
Governance |
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. | ||||||||||||||
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 | ||||
Governance |
Independent Director | Audit Committee | Governance and Nominating Committee | Compensation and Human Capital Committee | Risk Committee | |||||||||||||
Paola M. Arbour | ü | = | |||||||||||||||
Jonathan E. Baliff | ü | = | |||||||||||||||
James H. Browning À | ü | £ | = | ||||||||||||||
Larry L. Helm ◊ | ü | = | |||||||||||||||
Rob C. Holmes | |||||||||||||||||
David S. Huntley | ü | = | = | ||||||||||||||
Charles S. Hyle À | ü | = | £ | ||||||||||||||
Elysia Holt Ragusa | ü | £ | = | ||||||||||||||
Steven P. Rosenberg | ü | = | |||||||||||||||
Robert W. Stallings | ü | = | = | ||||||||||||||
Dale W. Tremblay | ü | £ | |||||||||||||||
Meetings in 2021 | Board = 5 | 6 | 9 | 6 | 4 | ||||||||||||
◊ Chair of the Board £ Committee Chair = Committee Member À Financial Expert |
Governance |
Governance |
Governance |
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 |
Stock Ownership Information |
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% |
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% |
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% |
Stock Ownership Information |
Audit Matters |
David S. Huntley | ||||||||
Charles S. Hyle | ||||||||
(in thousands) | 2021 | 2020 | ||||||
Audit fees | $ | 2,366 | $ | 2,372 | ||||
Tax fees | 458 | 398 | ||||||
Total | $ | 2,824 | $ | 2,770 |
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% |
Audit Matters |
Executive Compensation | |||||
Table of Contents for Executive Compensation | |||||
PROPOSAL THREE -- ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION | |||||
COMPENSATION DISCUSSION AND ANALYSIS | |||||
Executive Summary | |||||
Executive Officers | |||||
Named Executive Officers | |||||
2021 Say on Pay Vote and Stockholder Engagement | |||||
Executive Compensation Supports Business Transformation | |||||
Enhancements to Our Compensation Program | |||||
1 Company Performance | |||||
2 Performance Assessment and Compensation Determination Framework | |||||
Committee Oversight | |||||
Compensation Philosophy and Objectives | |||||
Performance Assessment | |||||
Role of Compensation Consultant | |||||
Compensation Peer Group | |||||
3 Named Executive Officer 2021 Compensation | |||||
2021 Target Pay Mix | |||||
2021 Incentive Plan Performance Summary | |||||
Individual Performance Summaries | |||||
4 Pay Practices | |||||
Elements of Our Compensation Plan | |||||
2021 Performance-Based Equity Awards | |||||
Additional Performance Awards Outstanding | |||||
New Hire Sign-On Bonuses and Buy-Out Equity Awards | |||||
5 Risk Management and Accountability | |||||
Risk Balancing Features | |||||
Compensation Risk Assessment | |||||
Recoupment of Incentive Compensation | |||||
Compensation Governance Best Practices | |||||
Board's Role in Human Capital Management and Talent Management | |||||
Additional Information Concerning Executive Compensation | |||||
COMPENSATION COMMITTEE REPORT | |||||
COMPENSATION TABLES | |||||
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | |||||
INDEBTEDNESS OF MANAGEMENT AND RELATED PARTY TRANSACTIONS |
Executive Compensation |
Executive Compensation |
Stockholders Should Approve our NEO Compensation | ||||||||||||||||||||
1 | Company Performance | 2 | 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. | |||||||||||||||||||
3 | 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. | |||||||||||||||||||
4 | Pay Practices | 5 | 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. | |||||||||||||||||||
Executive Compensation |
Executive Compensation |
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. |
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”. |
Executive Compensation |
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 | |||||||
Executive Compensation |
1 | Company Performance | |||||||
Financial Performance | ||||||||||||||||||||
$235.2 Million Net Income1 up 316%2 | $4.60 Diluted EPS3 up 311%2 | 8.35% ROCE4 up 298%1 | ||||||||||||||||||
$3.2 Billion Stockholders' Equity up 12%2 | $28.1 Billion Total Deposits down 9%2 | $34.7 Billion Total Assets down 8%2 | ||||||||||||||||||
Company Achievements | ||||||||||||||||||||
•Adopted and continue to implement updated strategic plan, including detailed reviews of each business line, the operating model, investment spend and overall strategy ◦Raised $625 million of capital – the largest in the Company's history – facilitating future growth and retirement of more-costly debt, allowing the Bank to exceed “well-capitalized” regulatory ratios and leaving the Company well positioned to execute on our new strategy ▪CET 15, Tier 1 capital, total capital and leverage ratios were 11.1%, 12.6%, 15.3% and 9.0%, respectively, at December 31, 2021 ◦Deliberate unwinding of business lines and technology not aligned to our core strategy allowed for significant self-funding of necessary investment, reduced variability in earnings and more efficient use of capital ◦Continued focus on credit quality, proactive resolution of legacy credit issues and successful efforts to effectively navigate the global pandemic resulted in considerable declines in criticized loans and a negative provision for credit losses of $30.0 million in 2021 ◦Received broker-dealer license, enabling the Bank's new subsidiary, Texas Capital Securities, to expand service offerings to clients, such as mergers and acquisitions advisory and capital markets solutions, including underwriting, private placements, and related activities ◦Enhanced the focus on technology for a better client and employee experience ◦Continued foundational work necessary to allow us to implement our new strategy •Built-out our senior management team with 8 new Operating Committee members, including new Chief Legal Officer, CHRO, Chief Risk Officer, Chief Information Officer, Heads of Investment Banking, Corporate Banking and Treasury Solutions and, beginning in 2022, new CFO and Chief Administrative Officer •Reorganized compensation plans for many employees to increase focus on total-company performance and with plan for LTI to be awarded deeper into the organization (with nearly all employees who are equity eligible to receive both performance-based and time-based equity awards) •Established ESG Council, consisting of executive leadership and senior management to begin navigating and more proactively advancing ESG-related efforts •Remained steadfast in our commitment to diversity, equity and inclusion through enhancement of recently-created Diversity, Equity and Inclusion Council, the hiring of a VP of Diversity, Equity and Inclusion and the formation of various employee resource groups •Continued support of employees and the community through philanthropic activities and community lending | ||||||||||||||||||||
1 Net income available to common stockholders. 2 Percentage change over the prior fiscal year. 3 Earnings per share. 4 Return on Common Equity, also reported as ROE. 5 CET1 ratio is Common Equity Tier 1 capital divided by risk-weighted assets. |
Executive Compensation |
2 | Performance Assessment and Compensation Determination Framework | |||||||
Executive Compensation |
Executive Compensation |
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. | |||||||
Executive Compensation |
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 | ||||
Wintrust Financial Corporation |
Executive Compensation |
3 | Named Executive Officer 2021 Compensation | |||||||
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% |
Executive Compensation |
Rob C. Holmes | Chief Executive Officer and President | ||||||||||||||||
2021 Performance | |||||||||||||||||
Company Performance | •See “Company Performance” above for a detailed discussion of the Company's performance relative to the 2021 incentive plan metrics, which was assessed as above expectations and resulted in greater annual incentive compensation. | ||||||||||||||||
Individual Performance Achievement of Strategic Priorities: | In assessing individual performance for Mr. Holmes, the Compensation Committee considered, among other achievements, the following: •Oversaw capital-raising and de-risking transactions to stabilize balance sheet •Rolled out new strategic plan, de-emphasizing certain nonstrategic lines of business, adding or highlighting others, including adding broker/dealer/investment banking services, and identified and began implementing a series of actions to improve long-term financial performance •Built out the senior management team, including the addition of 8 new Operating Committee members in 2021, and emphasized a performance, accountability and execution-based culture •Increased focus on advancing diversity, equity and inclusion (DEI) •Oversaw formation of ESG council Based on the above assessment, Mr. Holmes achieved 100% of the Strategic Priorities which translates to a 150% payout. | ||||||||||||||||
2021 Compensation | |||||||||||||||||
Pay Element | Objectives of Compensation Component | Amount | |||||||||||||||
Base Salary | ▪Provides fixed compensation for executive to perform job functions | $937.5k | |||||||||||||||
Sign-On Cash Bonus | ▪Assists in building out the senior management team and attracting and retaining top executive talent | $2.5m | |||||||||||||||
Sign-On RSUs | ▪Provided as part of a new hire package to make newly hired executives whole from awards that have been forfeited | $14.5m | |||||||||||||||
Incentive Bonus | ▪Rewards key drivers of our annual operating and strategic plans ▪Provides tangible, achievable goals and reinforces key priorities of the organization | $3.0m | |||||||||||||||
Annual Time RSUs | ▪Vesting period is consistent with market practice and assists with retention | $1.75m | |||||||||||||||
Performance 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 ▪Vesting period is consistent with market | $936.5k1 |
Executive Compensation |
Julie L. Anderson | Chief Financial Officer | ||||||||||||||||
2021 Performance | |||||||||||||||||
Company Performance | •See “Company Performance” above for a detailed discussion of the Company's performance relative to the 2021 incentive plan metrics, which was assessed as above expectations and resulted in greater annual incentive compensation. | ||||||||||||||||
Individual Performance Achievement of Strategic Priorities: | In assessing individual performance for Ms. Anderson, the Compensation Committee considered, among other achievements, the following: •Executed largest two capital transactions in firm history •Hired new Chief Information Officer with financial services expertise and promoted internal candidate to run expanded Client Onboarding Service and Delivery role •Implemented business management office to facilitate operating routines •Oversaw development of financial strategic plan implemented in 2021 •Supervised wire platform upgrade to be completed in Q2-2022 Based on the above assessment, Ms. Anderson achieved 78% of the Strategic Priorities which translates to an 85% payout, with an aggregate 124% payout. | ||||||||||||||||
2021 Compensation | |||||||||||||||||
Pay Element | Objectives of Compensation Component | Amount | |||||||||||||||
Base Salary | ▪Provides fixed compensation for executive to perform job functions | $512.5k | |||||||||||||||
Incentive Bonus | ▪Rewards key drivers of our annual operating and strategic plans ▪Provides tangible, achievable goals and reinforces key priorities of the organization | $508.4k | |||||||||||||||
Retention RSUs | ▪Provided to encourage CFO to assist in the on-boarding of new CEO and new CIO | $50k | |||||||||||||||
Annual Time RSUs | ▪Vesting period is consistent with market practice and assists with retention | $294.7k | |||||||||||||||
Performance 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 ▪Vesting period is consistent with market | $157.7k1 |
Executive Compensation |
Tim J. Storms | Chief Risk Officer | ||||||||||||||||
2021 Performance | |||||||||||||||||
Company Performance | •See “Company Performance” above for a detailed discussion of the Company's performance relative to the 2021 incentive plan metrics, which was assessed as above expectations and resulted in greater annual incentive compensation. | ||||||||||||||||
Individual Performance Achievement of Strategic Priorities: | In assessing individual performance for Mr. Storms, the Board considered, among other achievements, the following: •Active role / contributor in Operating Committee, Balance Sheet Committee and development of Strategic Plan •Successfully drove Risk Appetite Statement process, oversaw Chief Credit Officer in completion of significant transactions and built-out Risk Organization •Improved credit quality Based on the above assessment, Mr. Storms achieved 100% of the Strategic Priorities which translates to a 150% payout. | ||||||||||||||||
2021 Compensation | |||||||||||||||||
Pay Element | Objectives of Compensation Component | Amount | |||||||||||||||
Base Salary | ▪Provides fixed compensation for executive to perform job functions | $423.8k | |||||||||||||||
Sign-On Cash Bonus | ▪Assists in building out the senior management team and attracting and retaining top executive talent | $250k | |||||||||||||||
Incentive Bonus | ▪Rewards key drivers of our annual operating and strategic plans ▪Provides tangible, achievable goals and reinforces key priorities of the organization | $573.8k | |||||||||||||||
Annual Time RSUs | ▪Vesting period is consistent with market practice and assists with retention | $270.1k | |||||||||||||||
Performance 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 ▪Vesting period is consistent with market | $144.5k1 |
Anna M. Alvarado | Chief Legal Officer and Secretary | |||||||||||||
2021 Performance Total annual incentive and equity compensation for Ms. Alvarado for 2021 was determined pursuant to her offer letter, which provides for a minimum incentive compensation (bonus) award level of $440,000 for her first year only, and a specified long-term equity award value in the form of time RSUs, to encourage Ms. Alvarado to join the Company. | ||||||||||||||
2021 Compensation | ||||||||||||||
Based on Ms. Alvarado's compensation arrangements, the Compensation Committee awarded her total direct compensation in 2021 of $1.86 million, which is composed of the following: •$120.9k in base salary, •$440k incentive compensation (bonus) award, and •$1.3 million in long-term equity | ||||||||||||||
Executive Compensation |
4 | Pay Practices | |||||||
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 Compensation |
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% | $382,500 | ||||||
Anna M. Alvarado | N/A | N/A |
Executive Officer | Target Incentive (% of Base Salary) | Target Incentive ($) |
C. Keith Cargill | 115% | $1,150,000 |
Julie L. Anderson | 80% | $400,000 |
Vince A. Ackerson | 85% | $459,425 |
John G. Turpen | 75% | $341,250 |
Executive Compensation |
Executive Officer | Target Incentive ($) | 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 |
Executive Compensation |
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% | 25th to 39.9th% | 50% | 9.8% | 75% | 25th to 39.9th% | 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% | 40th to 59.9th% | 100% | 10.0% | 100% | 40th to 59.9th% | 100% | 15% | 100% | 40th to 59.9th% | 100% | 13% | 100% | 40th to 59.9th% | 100% | |||||||||||||||||||||||||||
18% | 125% | 60th to74.9th% | 125% | 10.2% | 125% | 60th to74.9th% | 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 Compensation |
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% | 60th% | 125% | 11.68% | 150% | 60th% | 125% |
Executive Compensation |
5 | Risk Management and Accountability | |||||||
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 Compensation |
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 |
Executive Compensation |
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 |
Executive Compensation |
Executive Compensation |
Executive Compensation |
Dated: February 3, 2022 | Dale W. Tremblay, Chair | |||||||
David S. Huntley | ||||||||
Elysia Holt Ragusa | ||||||||
Steven P. Rosenberg | ||||||||
Executive Compensation |
Non-Equity Incentive Plan Compensation | |||||||||||||||||||
Name and Principal Position | Year | Salary | Stock Awards (A) | Annual Incentive Plan Compensation (B) | Long-Term Incentive Plan Compensation (C) | All Other Compensation (D) | Total | ||||||||||||
C. Keith Cargill | 2019 | $ | 994,167 | $ | 2,299,990 | $ | 1,523,750 | $ | — | $ | 90,907 | $ | 4,908,814 | ||||||
Vice Chairman of the Company | 2018 | 956,167 | 2,020,454 | 1,059,256 | — | 108,342 | 4,144,219 | ||||||||||||
2017 | 910,000 | 1,589,270 | 1,083,912 | — | 29,462 | 3,612,644 | |||||||||||||
Julie L. Anderson | 2019 | 496,667 | 575,058 | 530,000 | 72,801 | 24,685 | 1,699,211 | ||||||||||||
CFO and Secretary of the Company; | 2018 | 472,500 | 440,932 | 366,528 | 159,491 | 25,385 | 1,464,836 | ||||||||||||
CFO of Texas Capital Bank | 2017 | 412,333 | 572,672 | 361,898 | 173,047 | 24,192 | 1,544,142 | ||||||||||||
Vince A. Ackerson | 2019 | 535,417 | 660,008 | 608,738 | — | 73,791 | 1,877,954 | ||||||||||||
Vice Chairman of Texas Capital Bank | 2018 | 506,000 | 505,202 | 389,436 | — | 71,067 | 1,471,705 | ||||||||||||
2017 | 485,000 | 400,017 | 433,208 | — | 42,913 | 1,361,138 | |||||||||||||
John G. Turpen | 2019 | 452,500 | 454,980 | 452,156 | — | 53,075 | 1,412,711 | ||||||||||||
CRO of the Company; | 2018 | 144,833 | 949,850 | 350,000 | — | 152,772 | 1,597,455 | ||||||||||||
CRO of Texas Capital Bank | 2017 | — | — | — | — | — | — |
Non-Equity Incentive Plan Compensation | ||||||||||||||||||||||||||
Name and Principal Position | Year | Salary | Bonus (A) | Stock Awards (B) | Annual Incentive Plan Compen- sation (C) | Long-Term Incentive Plan Compen-sation (D) | All Other Compen- sation (E) | Total | ||||||||||||||||||
Rob C. Holmes | 2021 | $ | 937,500 | $ | 2,500,000 | $ | 17,179,310 | $ | 3,000,000 | $ | — | $ | 6,150 | $ | 23,622,960 | |||||||||||
President and CEO of the Company | ||||||||||||||||||||||||||
and Texas Capital Bank | ||||||||||||||||||||||||||
Larry L. Helm | 2021 | 368,269 | — | 750,056 | — | — | 78,233 | 1,196,558 | ||||||||||||||||||
Chairman of the Company and Texas | 2020 | 600,000 | — | 65,018 | — | — | 269,600 | 934,618 | ||||||||||||||||||
Capital Bank | ||||||||||||||||||||||||||
Julie L. Anderson | 2021 | 512,500 | — | 502,471 | 508,400 | — | 29,915 | 1,553,286 | ||||||||||||||||||
CFO of the Company and Texas | 2020 | 510,417 | — | 747,272 | 265,875 | 14,453 | 56,302 | 1,594,319 | ||||||||||||||||||
Capital Bank | 2019 | 496,667 | — | 575,058 | 530,000 | 72,801 | 24,685 | 1,699,211 | ||||||||||||||||||
Tim J. Storms | 2021 | 423,750 | 250,000 | 414,535 | 573,750 | — | 12,225 | 1,674,260 | ||||||||||||||||||
CRO of the Company and Texas | ||||||||||||||||||||||||||
Capital Bank | ||||||||||||||||||||||||||
Anna M. Alvarado | 2021 | 120,909 | 440,000 | 1,300,026 | — | — | — | 1,860,935 | ||||||||||||||||||
Chief Legal Officer and Secretary of the | ||||||||||||||||||||||||||
Company and Texas Capital Bank |
Executive Compensation | |||||
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 | — | — | — | — |
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 |
Executive Compensation |
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 | — | — | — | — | — | — | — | — |
Executive Compensation |
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 | — | — |
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 | — | — |
Executive Compensation | |||||
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 |
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 |
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 | — | — | — | — |
Executive Compensation |
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 | — | — | — |
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 | — | — | — |
Executive Compensation |
Executive Compensation |
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 |
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 |
Executive Compensation |
2022 Long-Term Incentive Plan |
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 |
2022 Long-Term Incentive Plan |
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 |
2022 Long-Term Incentive Plan |
2022 Long-Term Incentive Plan |
2022 Long-Term Incentive Plan |
2022 Long-Term Incentive Plan |
2022 Long-Term Incentive Plan |
2022 Long-Term Incentive Plan |
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 |
(in thousands) | 2019 | 2018 | ||||
Audit fees | $ | 1,877 | $ | 1,644 | ||
Audit-related fees | — | — | ||||
Tax fees | 499 | 480 | ||||
Total | $ | 2,376 | $ | 2,124 |
Additional Information |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |
2022 Long-Term Equity Plan |