Texas Capital Bancshares (TCBI) Proxy Filing summary

Executive summary

• The annual meeting will address director elections, auditor ratification, executive compensation, redomestication to Texas, and shareholder proposal thresholds.

• The company highlights a four-year transformation, achieving a 1.1% ROAA, strong capital ratios, and a scalable, tech-enabled platform.

• Board refreshment continues, with new directors added and retirements per policy; ongoing stockholder engagement is emphasized.

• Record 2025 financial performance includes $313M net income, $3.6B equity, and 13% growth in book value per share.

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; six new directors joined in the last five years.

• Board leadership structure includes a combined CEO/Chairman and a Lead Independent Director; annual evaluations and refreshment are prioritized.

• Committees include Audit, Risk, Governance and Nominating, Compensation and Human Capital, and Technology.

• Governance practices feature annual director elections, majority voting with resignation policy, director retirement at 75, robust stock ownership guidelines, and no poison pill.