TEXAS CAPITAL BANCSHARES INC (TCBI)
Sector: Financials
2026 Annual Meeting Analysis
TEXAS CAPITAL BANCSHARES INC · Meeting: April 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Independent director with relevant IT and executive experience, director since 2021, no overboarding, attendance requirements met, and TCBI's 3-year price return of +50.5% outperforms QABA by +10.1pp, well below the 65pp trigger threshold for a strong-positive-TSR company.
Independent director with strong financial and M&A background, director since 2017, holds no other current public board seats, attendance requirements met, and TSR performance does not trigger a No vote under the QABA benchmark.
Director since 2025, fewer than 24 months of tenure, exempt from the TSR trigger under policy; brings relevant global financial services and transaction banking experience, holds one other public board seat (Xometry), within the four-board limit.
CEO and director since 2021, TCBI's 3-year return of +50.5% outperforms QABA (First Trust NASDAQ ABA Community Bank Index) by +10.1pp, far below the 65pp trigger threshold for a strong-positive-TSR company; holds one outside public board seat (Dillard's), within the CEO two-board limit.
Independent director since 2018 with compliance and regulatory expertise, no other public board seats, attendance requirements met, and TCBI's TSR outperformance versus QABA does not trigger a No vote.
Independent director since 2022 with extensive CFO and financial expertise; holds two other public company board seats (Energy Transfer LP and LE GP, LLC), which totals three public boards including TCBI — within the four-board policy limit; TSR trigger does not apply.
Director since 2024, fewer than 24 months of tenure, exempt from the TSR trigger under policy; brings deep risk management experience from KeyCorp and other regional banks, no other public board seats.
Independent director since 2001 with entrepreneurial and board leadership experience, holds one other public board seat (Cinemark Holdings), within the four-board limit, attendance requirements met, and TSR outperformance versus QABA does not trigger a No vote.
Independent director since 2011 with public company CEO, M&A and financial expertise, no other current public board seats, attendance requirements met, and TCBI's strong TSR relative to QABA does not trigger a No vote.
Independent director since 2023 with nearly 35 years of banking experience and financial expertise, no other public board seats, attendance requirements met, and TSR performance does not trigger a No vote under the QABA benchmark.
All ten nominees pass the policy screens: TCBI's 3-year price return of +50.5% outperforms the QABA — First Trust NASDAQ ABA Community Bank Index — by +10.1 percentage points, well below the 65pp trigger threshold applicable to companies with strong positive returns; no director is overboarded; all directors met the 75% attendance requirement; no familial relationships to management were disclosed; and the board publishes a detailed skills matrix. Directors with fewer than 24 months of tenure (Clark, Midkiff) are exempt from the TSR trigger. Vote FOR all ten nominees.
Say on Pay
✗ AGAINSTCEO
Rob C. Holmes
Total Comp
$7,918,150
Prior Support
47%%
TCBI's 2025 Say on Pay vote received only 47% support — well below the 70% threshold that our policy treats as requiring visible structural change before a return to FOR. While the company conducted extensive outreach and improved disclosure, the proxy acknowledges that the one-time equity awards tied to the CEO's 2024 contract extension remain a focal point of investor concern and no structural redesign of the program (such as elimination of discretionary one-time grants or a formal cap on such awards) has been committed to. Under our policy, a sub-70% prior-year vote combined with the absence of concrete structural remediation requires a No vote to maintain accountability, even acknowledging TCBI's genuine operational improvements and strong stock performance relative to QABA — First Trust NASDAQ ABA Community Bank Index.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,590,000
Non-Audit Fees
$897,000
Non-audit fees (audit-related fees of $354K plus tax fees of $543K = $897K) represent approximately 34.6% of audit fees ($2,590K), comfortably below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot be applied per policy; Ernst & Young is a Big 4 firm appropriate for a $4.2B market-cap regional bank; no material restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Advisory Approval of Increasing the Threshold to Submit Stockholder Proposals
This proposal asks shareholders to approve the board raising the ownership threshold required to submit a stockholder proposal from zero (the current Rule 14a-8 default, which only requires holding $2,000 in stock) to 3% of the company's outstanding shares — which at current share counts equals roughly 1.3 million shares worth over $100 million at today's prices. That is an extraordinarily high bar that would effectively eliminate the ability of individual investors and most smaller institutions to put items on the ballot, concentrating that right among only the very largest shareholders. While the board frames this as an anti-nuisance measure, the right to submit proposals is a fundamental shareholder protection, and restricting it at a time when the company's Say on Pay is already receiving below-majority support sends the wrong signal about board responsiveness. Vote AGAINST.
Overall Assessment
TCBI's 2026 ballot presents six proposals; we recommend FOR on the full director slate (strong TSR versus QABA — First Trust NASDAQ ABA Community Bank Index — and clean governance screens), FOR on auditor ratification (EY fees pass the independence ratio test), but AGAINST on Say on Pay due to the prior year's 47% support level and absence of structural program changes, AGAINST on the redomestication to Texas (net reduction in shareholder rights versus the Delaware baseline), and AGAINST on the proposal to raise the stockholder-proposal threshold to 3% (an unusually restrictive limit that would eliminate proposal rights for all but the largest shareholders). The adjournment proposal is routine and warrants a FOR vote.