Texas Capital Bancshares (TCBI) Proxy Filing summary

Executive summary

• Achieved significant progress in strategic transformation during 2024, focusing on building a full-service, Texas-based financial platform with strong product breadth and execution, resulting in high-quality outcomes for stakeholders.

• Maintained industry-leading liquidity and capital positions, with a year-end CET1 ratio of 11.4% and tangible common equity to tangible assets at 10%, supporting a proactive market posture.

• Board refreshment included the addition of Mark Midkiff and the nomination of Ranjana Clark, while CEO Rob Holmes was appointed Chairman effective after the 2025 Annual Meeting.

• Continued investment in products, technology, and people, with a focus on long-term value creation and stakeholder engagement.

Voting matters and shareholder proposals

• Election of thirteen directors to serve until the next annual meeting.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2025.

• Advisory approval of 2024 executive compensation (Say on Pay).

• Approval of the amended and restated 2022 Long-Term Incentive Plan, increasing share reserve by 1.1 million and extending maturity by two years.

Board of directors and corporate governance

• Board comprises a diverse, highly engaged group with a broad mix of skills, experience, and backgrounds; 12 of 13 nominees are independent.

• Board leadership structure updated: CEO Rob Holmes to become Chairman, with Bob Stallings as Lead Independent Director.

• Annual board and committee evaluations, director retirement policy, and robust stockholder outreach program.

• Strong governance practices include annual director elections, plurality voting, no poison pill, and comprehensive recoupment policy.