Texas Capital Bancshares (TCBI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 21, 2026, with key proposals including director elections, auditor ratification, executive compensation approval, redomestication to Texas, and an increase in the threshold for shareholder proposals.

• The company highlights a four-year transformation, achieving a 1.1% ROAA, strong capital ratios (CET1 12.1%), and significant investments in technology, products, and people.

• Board refreshment continues, with three retirements and new appointments, including a new Lead Independent Director.

Voting matters and shareholder proposals

• Proposals include electing ten directors, ratifying Ernst & Young LLP as auditor, advisory approval of executive compensation, redomestication from Delaware to Texas, increasing the threshold for shareholder proposals to 3%, and potential adjournment to solicit more proxies.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board is 90% independent, with a mix of new and experienced directors, and a strong focus on diversity, skills, and succession planning.

• Board leadership structure includes a combined Chairman/CEO and a Lead Independent Director with robust responsibilities.

• Five standing committees oversee audit, risk, governance, compensation, and technology.

• Annual board and committee evaluations drive continuous improvement in governance practices.