| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 20, 2022, the Board of Directors (the “Board”) of Third Coast Bancshares, Inc. (the “Company”) appointed Tony Scavuzzo as a director of the Company effective October 20, 2022. Mr. Scavuzzo will serve as a Class A director with a term expiring at the Company’s 2023 Annual Meeting of Shareholders. In connection with the appointment of Mr. Scavuzzo as a director, the number of directors of the Company was increased from ten (10) to eleven (11) in accordance with the Company’s First Amended and Restated Certificate of Formation, as amended. On October 20, 2022, Mr. Scavuzzo was also appointed to the Board of Directors (the “Bank Board”) of Third Coast Bank, SSB, the Company’s wholly owned subsidiary bank (the “Bank”), effective October 20, 2022.
Mr. Scavuzzo was appointed to serve as the director representative for Castle Creek Capital Partners VIII, LP (“Castle Creek”), pursuant to that certain letter agreement, dated as of September 30, 2022, by and between the Company and Castle Creek (the “Letter Agreement”). Pursuant to the Letter Agreement, Castle Creek is entitled to have one representative appointed to the Board and the Bank Board for so long a Castle Creek, together with its respective affiliates, owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Company’s common stock, par value $1.00 per share (“Common Stock”), on an as converted basis. If Castle Creek, together with its respective affiliates, owns, in the aggregate, 4.9% or more of all of the outstanding shares of the Common Stock on an as converted basis and does not have a board representative on the Board or the Bank Board, respectively, the Company or the Bank, as applicable, will invite a person designated by Castle Creek to attend meetings of the Board and the Bank Board as an observer.
No committee appointments for Mr. Scavuzzo have been made at this time. Mr. Scavuzzo is a managing principal of Castle Creek and Castle Creek Capital Partners VIII Co-Investment Fund A, LP (“Fund VIII Co-Invest”). On September 30, 2022, pursuant to the Investment Agreement, dated as of September 8, 2022, by and among the Company, Castle Creek, Fund VIII Co-Invest and certain other investors party thereto, as amended (the “Investment Agreement”), (i) Castle Creek purchased 30,000 shares of the Company’s Series A Convertible Non-Cumulative Preferred Stock (“Series A Preferred Stock”) and (ii) Fund VIII Co-Invest purchased 5,750 shares of Series A Preferred Stock, in each case at a purchase price of $1,000 per share. The aggregate purchase price paid by Castle Creek was $30,000,000 and the aggregate purchase price paid by Fund VIII Co-Invest was $5,750,000. In addition, Castle Creek was also issued warrants to purchase 119,000 shares of Common Stock (or, at the election of Castle Creek in accordance with the terms of the warrant agreement entered into between the Company and Castle Creek, Series B Convertible Perpetual Preferred Stock of the Company or non-voting common stock, par value $1.00 per share, of the Company) at an exercise price equal to $22.50 per share pursuant to such warrant agreement. Other than the foregoing transactions, Mr. Scavuzzo does not have any direct or indirect material interest in any transaction, or proposed transaction, in which the Company was, or is to be, a participant that would require disclosure under Item 404(a) of Regulation S-K.
In connection with Mr. Scavuzzo’s appointment to the Board, the Company and Mr. Scavuzzo entered into an Indemnification Agreement, dated as of October 20, 2022, substantially in the form of the Company’s Form of Indemnification Agreement, which is attached as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on October 15, 2021. In his capacity as a non-employee director of the Company, Mr. Scavuzzo will be entitled to the same compensation as the Company’s other non-employee directors, which is described in the Company’s proxy statement related to the 2022 Annual Meeting of Shareholders, filed with the SEC on April 25, 2022.
