DEF 14A of Third Coast Bancshares, Inc.
Filed Apr 25, 2024 · FY20230001193125-24-111629
Who are the nominees for Class B directors?
Who are the nominees for Class B directors? The following four (4) persons have been nominated for election as Class B directors of the Company: Carolyn Bailey Dennis Bonnen Troy A. Glander Joseph L. Stunja
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS
Number of Directors; Term of Office
Number of Directors; Term of Office Our board of directors consists of eleven (11) members. In accordance with the Company’s first amended and restated bylaws (the “Bylaws”), the Company’s board of directors is divided into three classes, Class A, Class B and Class C, with each class serving staggered three-year terms as follows:
Number of Directors; Term of Office
| • | The Class A directors are Mr. W. Donald Brunson, Mr. Bart O. Caraway, Mr. Shelton J. McDonald and Mr. Tony Scavuzzo, and their term will expire at the annual meeting to be held in 2026; |
Number of Directors; Term of Office
| • | The Class B directors are Ms. Carolyn Bailey, Mr. Dennis Bonnen, Mr. Troy A. Glander and Mr. Joseph L. Stunja, and their term will expire at the annual meeting; and |
Number of Directors; Term of Office
| • | The Class C directors are Dr. Martin Basaldua, Mr. David Phelps and Mr. Reagan Swinbank, and their term will expire at the annual meeting of shareholders to be held in 2025. |
Number of Directors; Term of Office
Our board of directors has nominated Ms. Carolyn Bailey, Mr. Dennis Bonnen, Mr. Troy A. Glander and Mr. Joseph L. Stunja as the nominees for election as Class B directors at the annual meeting. Each nominee currently serves as a Class B director. If elected, all nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2027 annual meeting or until each person’s successor is duly elected, or until such director’s earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
Nominees for Election
Nominees for Election The following table sets forth the name, age, and positions with the Company for each nominee for election as a Class B director of the Company:
Nominees for Election
| Name of Nominee | Age | Position | Director Since | | Carolyn Bailey | 62 | Director | 2020 | | Dennis Bonnen | 52 | Director | 2020 | | Troy A. Glander | 53 | Director | 2013 | | Joseph L. Stunja | 71 | Director | 2013 |
Nominees for Election
The following is a brief discussion of the business and banking background and experience of our Class B director nominees. Carolyn Bailey. Ms. Bailey, 62, has been a director of the Company and the Bank since 2020. Ms. Bailey’s career began in the early 1990s and includes combined industry and consulting experience in assisting large multinational companies with complex federal, state and international income tax compliance, accounting and tax department operational and technology issues. She was a partner in tax services at Ernst & Young from 2007 until her retirement in 2019, and has served in various roles including America’s Digital Tax Administration Services Leader and the US Business Tax Compliance Leader. Prior to Ernst & Young, she was the Director of Income Tax Reporting and Accounting for Continental Airlines and Director of Income Tax Reporting and Accounting for GE Capital. Ms. Bailey holds a Certified Public Accountant certification in the State of Texas and a Bachelor of Science in Accountancy from Wright State University in Fairborn, Ohio. Ms. Bailey has served as an adjunct professor at the University of Houston since August 2023, where she teaches business courses to undergraduate students in the Wolff Center for Entrepreneurship. Ms. Bailey’s accounting and management experience qualify her to serve on our board of directors. Dennis Bonnen. Mr. Bonnen, 52, has been a director of the Company and the Bank since 2020. Mr. Bonnen has many years of experience as a proven successful banker and founded Heritage Bank in 2008 where he served as President, Chairman, and Chief Executive Officer until the consummation of our merger with Heritage Bancorp, Inc. Mr. Bonnen has also served as President, Business Strategy of R&K Distributors, a beverage distributor, since July 2020. Prior to founding Heritage Bank, he held executive positions with First Community Bank, Wells Fargo Bank, and Moody National Bank. In addition, Mr. Bonnen served in the Texas Legislature from 1997 to 2021 and served as the Speaker of the Texas House of Representatives from January 2019 to January 2021. Prior to becoming Speaker of the House, Mr. Bonnen served for the past three legislative sessions as Speaker Pro Tempore and chaired a number of committees focused on economic development, tax policy, insurance, education and many others. He dedicates his time to several business and charitable organization boards in Brazoria County. In 2009, he was named one of the top 40 Houston business leaders under the age of 40 by the Houston Business Journal. Mr. Bonnen is a graduate of St. Edwards University. Mr. Bonnen’s leadership experience and extensive market knowledge qualify him to serve on our board of directors. Troy A. Glander. Mr. Glander, 53, has been a director of the Company since 2013 and a director of the Bank since 2008. He is a partner with Nava & Glander, PLLC and practices primarily in the area of business litigation. He has been a member of the law firm since 2013 and has also served as President of the firm since that time. Mr. Glander has been recognized as a Texas Monthly Magazine “Rising Star”, the SA Longhorns Club and Texas Exes’ “Longhorn of the Year”, and a Texas Monthly Magazine “Super Lawyer.” He has also been recognized as a “Top Attorney in Texas” by Texas Monthly and a “Top Lawyer” by S.A. Scene and is a recipient of AT&T’s “In the Trenches” award, Brown & Brown’s “Peacemaker” award, and the Longhorn Foundation’s “Excellence in Leadership” award. Mr. Glander obtained a Bachelor of Business Administration from The University of Texas at Austin and a Doctor of Jurisprudence (J.D.) from St. Mary’s University School of Law. Mr. Glander is a member of the Million Dollar Advocates Forum, Association of Trial Lawyers of America, State Bar of Texas, Texas Association of Defense Counsel, and San Antonio Bar Association. He is a Fellow of the Texas Bar Foundation. He has served on the board of directors for the Texas Association of Defense Counsel and Texas Exes and chaired their Chapter Advisory Board. He was a director of the San Antonio Texas Exes and is a Past-President of the Chapter. He was a director of the San Antonio Longhorn Foundation and is the Past-President of that organization. Mr. Glander’s significant business and legal experience and community involvement, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Joseph L. Stunja. Mr. Stunja, 71, has served as a director of the Company since 2013 and a director of the Bank since 2008. From August 2016 to December 2019, Mr. Stunja served as Business Development Officer of the Bank. From June 2010 to January 2016, Mr. Stunja also served as director and Treasurer of the San Jacinto River Authority. He retired from Friendswood Development Company in 2012 after 34 years of service and numerous assignments leading up to his role as past president of Friendswood Development Company. Friendswood Development Company, a Lennar Company, was previously a subsidiary of Exxon and developed the Kingwood community. Mr. Stunja and his wife, Tracy, co-owned and operated RE/MAX Associates Northeast, one of the largest real estate agencies in Houston, from 1998 to 2010. He has also been intimately involved in the community. He has served on: the Lake Houston Area (formerly, Humble Area) Chamber of Commerce Board from 1993 to 2012, the Board of the Lake Houston YMCA from 1996 to 2002, Director of the Kingwood Super Neighborhood Council from 2002 to 2012, and The Clubs of Kingwood Board of Governors from 2003 to 2005. Mr. Stunja is also the co-founder and former chairman of the Lake Houston Tax Increment Reinvestment Zone. He has also participated in numerous community advisory committees and philanthropic initiatives. Mr. Stunja earned a Bachelor of Science in Industrial Engineering, as well as a Master of Business Administration, from Pennsylvania State University. Mr. Stunja’s broad business and real estate experience and community involvement, as well as his years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors.
Election Procedures
Election Procedures The affirmative vote of a majority of the votes cast at the annual meeting at which a quorum is present is required for the election of each of the nominees for Class B director. This means the four (4) Class B director nominees will be elected if the number of shares voted “for” a nominee exceeds the number of shares voted against that nominee (with “abstentions” and “broker non-votes” not counted as votes cast with respect to that nominee). Unless instructed to abstain or vote against one or more of the nominees, all shares of common stock represented by proxy will be voted FOR the election of the nominees. If instructed to abstain or vote against one or more but not all of the nominees, all shares of common stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, for whom no instruction to abstain or vote against has been given. If a nominee becomes unavailable to serve as a Class B director for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the board of directors. The board of directors has no reason to believe that any nominee will be unavailable to serve as a Class B director. All of the nominees have consented to being named herein and to serve if elected. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD OF DIRECTORS. The following is a brief discussion of the business and banking background and experience of our continuing directors that will stand for re-election at the annual meeting of shareholders to be held in 2025 or 2026, as applicable.
Class C Directors with a Term Expiring in 2025
Class C Directors with a Term Expiring in 2025 Dr. Martin Basaldua. Dr. Basaldua, 73, has been a director of the Company since 2013 and a director of the Bank since 2008. He has been a licensed medical doctor since 1981. Dr. Basaldua is an active leader in numerous medical related endeavors. He is the founder and president of Vytalus Medical Group, PLLC, a physician group in Kingwood, Texas. He was the co-founder of Kingwood Plaza Hospital (now Kingwood Medical Center Hospital). Dr. Basaldua organized and led the creation of Methodist Medical Group, PLLC (in partnership with the Methodist Hospital at the Texas Medical Center) and served as Chief Executive Officer of Methodist Health Services, LLC. He is also the President of several other organizations, including Pinnacle Executive Services, LLC. Moreover, Dr. Basaldua serves as Chairman of the Board of Memorial Hermann Health Care Collaborative, dba, Unity Health Partners, as well as a board member of the North Houston Association, Lake Houston Redevelopment Authority, and TIRZ #10. Dr. Basaldua is also an active civic leader. He has served on the Board of Trustees of the North Harris Montgomery Community College District. He has also served on the Texas Higher Education Coordinating Board and the Texas Strategic Economic Planning Commission. Dr. Basaldua was the founder of the Northeast Harris County Division of the American Heart Association and has also served on or been a member of numerous other civic organizations. Dr. Basaldua holds a medical degree from the University of Texas Health Science Center at San Antonio. He also holds a Bachelor of Arts in Biology from Trinity University and an Associate’s Degree from San Antonio College. Dr. Basaldua’s extensive business experience, community involvement, as wells as years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. David Phelps. Mr. Phelps, 68, has been a director of the Company since 2023 and a director of the Bank since 2022. Prior to joining the Bank’s board of directors, Mr. Phelps led the Business Advisory practice of Briggs & Veselka Company from 2004 until his retirement at the end of 2020 in providing internal audit, SOX compliance, accounting support, efficiency analysis, and policy and procedure development services to various industries. During this time, he also led the financial institution practice for the firm providing internal audit, regulatory compliance, SOX compliance, information technology, and loan review consulting services for over 50 financial institutions ranging in size from small community banks to institutions in excess of several billion in assets. Prior to Briggs & Veselka, Mr. Phelps spent five years as a Senior Manager at Grant Thornton (Houston) where he started their consulting practice. The practice included providing advisory services for banks nationally as well as internal audit and Sarbanes Oxley consulting to clients of various industries. He also spent 10 years as the Director of Internal Audit and Risk Management at a public bank. He is a Certified Public Accountant in the state of Texas and past member of the Texas Society of Certified Public Accountants (TSCPA), the American Institute of Certified Public Accountants (AICPA) and the Institute of Internal Auditors (IIA). He served as a Director on the University of Houston Accounting Advisory Board for 10 years. Mr. Phelps earned a Bachelor of Science in Accounting from the University of Houston. Mr. Phelps’s accounting and management experience qualify him to serve on our board of directors. Reagan Swinbank. Mr. Swinbank, 43, has been a director of the Company and the Bank since 2020. Prior to becoming a director of the Company and the Bank, Mr. Swinbank served as a board member of Heritage Bancorp, Inc. and Heritage Bank from 2017 until the consummation of our merger with Heritage Bancorp, Inc. Mr. Swinbank is a partner at Sprint Transport, and actively manages all of the Sprint Companies. Sprint focuses on industrial service companies along the Texas and Louisiana Gulf Coast. Mr. Swinbank is a 2003 graduate of Texas A&M University with a Bachelor of Business Administration in Finance, and lifelong Houstonian. Mr. Swinbank’s broad business experience and banking experience serving as a director of Heritage Bancorp, Inc. and Heritage Bank, qualify him to serve on our board of directors.
Class A Directors with a Term Expiring in 2026
Class A Directors with a Term Expiring in 2026 W. Donald Brunson. Mr. Brunson, 79, has been a director of the Company and the Bank since 2019. Mr. Brunson has been involved in commercial banking and asset-based lending since the late 1960s, specializing in lending to privately owned businesses in the Greater Houston market. Prior to starting his career in banking, Mr. Brunson spent three years in public accounting with Price Waterhouse & Co. (now known as PricewaterhouseCoopers) as a Certified Public Accountant. He started his banking career with Allied Bank of Texas in 1969 and was a Vice President in commercial lending for seven years. Mr. Brunson joined Northwest Crossing National Bank in 1982 as its first CEO and President. He grew the bank to over $500 million in assets, and the bank was the predecessor to Amegy Bank. After departing Amegy, Mr. Brunson joined American Prudential Capital, specializing in asset based and accounts receivable lending. He was the co-founder and Chairman of the Board of Bank of Houston. In 2016, Mr. Brunson joined Fortiter Wealth Management as Senior Relationship Manager working in Marketing and Sales and retired in late 2022. Mr. Brunson graduated with a Bachelor of Science in Accountancy from Louisiana Tech University. Mr. Brunson’s extensive banking and financial experience qualify him to serve on our board of directors. Bart O. Caraway. Mr. Caraway, 53, serves as the Chairman, President and Chief Executive Officer of the Company and the Bank. Mr. Caraway has been a director of the Company since formation in 2013 and a director of the Bank since organization in 2008. He is also Chairman, President and Chief Executive Officer and a director of TCCC. Mr. Caraway began his career in the early 1990s in banking and public accounting and is a Texas licensed attorney and Certified Public Accountant. Prior to founding the Bank, he served in executive roles at several other community banks, including as the Chief Financial Officer and Chief Operating Officer for a Houston, Texas bank where Mr. Caraway consulted on the de novo formation, managed the acquisition of two banks, ran all the operations and helped grow the bank to over $600 million in total assets. Mr. Caraway also created and developed the role of Director of Financial Institution Services for Briggs & Veselka Co., one of the largest independent accounting firms in Texas, and was responsible for developing the firm’s financial institution and consulting practice, including bank audit and attestation services; internal audit services; loan reviews; risk assessments; de novo bank chartering; and consulting for mergers and acquisitions, strategic planning, compliance, and management. He is involved in a variety of community activities and charities including Family Connections, an education and support group for families in distress. Mr. Caraway graduated from The University of Texas at Austin with a Bachelor of Business Administration degree in Accounting in 1992 and has been a Certified Public Accountant since 1996. Thereafter, he earned a law degree from the University of Houston Law School and has been licensed to practice law since 1999. Mr. Caraway’s deep institutional knowledge and extensive banking and accounting experience, long-standing business and banking relationships in our markets, as well as years of experience as a director of the Company and the Bank, qualify him to serve on our board of directors. Shelton J. McDonald. Mr. McDonald, 44, has been a director of the Company and the Bank since 2019. Mr. McDonald is an attorney and in April 2024, he was appointed President and Chief Legal Officer of Joslin Construction Texas, LLC and The Joslin Group, LLC, which oversees a portfolio of companies that specialize in civil construction, precast concrete manufacturing, heavy equipment rental and commercial real estate investment. From November 2015 to April 2024, prior to his appointment as President and Chief Legal Officer, Mr. McDonald served as the Chief Operations Officer and General Counsel, and then as Chief Strategy Officer and General Counsel, for Joslin Construction Texas, LLC and affiliated companies. He is also a Principal and Chief Operations Officer for Kopis Capital Management, LLC. Prior to Joslin, he spent eleven years in the practice of business law at Houston-area law firms and has been licensed to practice law by the State Bar of Texas since 2005 and the Idaho State Bar since 2021. Mr. McDonald earned his Doctor of Jurisprudence (J.D.) from South Texas College of Law and a Bachelor of Business Administration in Finance and Real Estate from Baylor University. He also has a Series 3 and Series 65 license. Mr. McDonald’s extensive business and legal experience and investment knowledge qualify him to serve on our board of directors. Tony Scavuzzo. Mr. Scavuzzo, 42, has been a director of the Company and the Bank since 2022. Mr. Scavuzzo is a Managing Principal of Castle Creek®, an alternative asset management firm focused on the community banking industry, and has been at the firm since 2009. He sits on the Investment Committee for the Castle Creek funds and is on the board of directors at several portfolio companies including McGregor Bancshares, First Bancshares of Texas, Texas Community Bancshares, and Central Payments LLC. He also serves as a board observer at Mid Penn Bancorp and Pathfinder Bancorp. His previous board experience includes over a dozen other companies, including Enterprise Financial Services Corp and Guaranty Federal Bancshares. He also serves on various board committees regarding governance, compensation, risk, and asset/liability management. Mr. Scavuzzo is also a member of the Investment Committee for Castle Creek Launchpad Fund I, a venture capital fund focused on the intersection of Fintech and Community Banking. Prior to joining Castle Creek, Mr. Scavuzzo worked in an operating role for the Chief Executive Officer at MB Financial Bank in Chicago where he was responsible for evaluation of merger and acquisition opportunities and capital investment strategy. He also held positions in various departments including corporate treasury, asset/liability management, wealth management, and credit analysis. Mr. Scavuzzo is currently a member of the Board of Trustees for the Dallas Police and Fire Pension System and a member of the CFA Society of Dallas/Fort Worth. He is also a member of The Dallas Petroleum Club. He was formerly Treasurer and a member of the board of directors for the CFA Society of San Diego and past Chairman of the Finance Committee for the CFA Society of Chicago. Mr. Scavuzzo received his Master of Business Administration from the University of Chicago Booth School of Business and graduated with a Bachelor of Business Administration in Finance from the University of Iowa. He is also a CFA Charter holder. Mr. Scavuzzo’s extensive bank operating experience, including experience in wealth management, asset liability and investment, and mergers and acquisitions, as well as his significant board committee experience in risk, compensation, and asset liability and investment, qualify him to serve on our board of directors.
Criteria for Director Nominees
Criteria for Director Nominees The Corporate Governance and Nominating Committee has adopted a set of criteria that it considers when it identifies and recommends individuals to be selected by our board of directors as nominees for election to the board of directors. In addition to reviewing the background and qualifications of the individuals considered in the selection of candidates, the Corporate Governance and Nominating Committee looks at a number of attributes and criteria, including: experience, skills, expertise, diversity, personal and professional integrity, ethics, professional judgment, time availability in light of other commitments, dedication, conflicts of interest and such other relevant factors that the Corporate Governance and Nominating Committee considers appropriate in the context of the needs of the board of directors. The Corporate Governance and Nominating Committee does not have a formal policy with respect to diversity; however, the board of directors and Corporate Governance and Nominating Committee believe that it is essential that the board members represent diverse viewpoints. In addition, prior to nominating an existing director for re-election to the board of directors, the Corporate Governance and Nominating Committee considers and reviews such director’s board of directors and committee attendance and performance; length of board of directors service; experience, skills and contributions that the existing director brings to the board of directors; independence; and any significant change in the director’s status, including the attributes considered for initial membership on our board of directors.
Process for Identifying and Evaluating Director Nominees
Process for Identifying and Evaluating Director Nominees Pursuant to the Corporate Governance and Nominating Committee Charter as approved by the board of directors, the Corporate Governance and Nominating Committee is responsible for the process relating to director nominations, including identifying, recommending, interviewing and selecting individuals who may be nominated for election to the board of directors. The process that the Corporate Governance and Nominating Committee follows when it identifies and evaluates individuals to be nominated for election to the board of directors is set forth below. Identification. For purposes of identifying nominees for the board of directors, the Corporate Governance and Nominating Committee will rely on personal contacts of the members of the board of directors as well as their knowledge of members of the communities served by the Company. The Corporate Governance and Nominating Committee will also consider director candidates recommended by shareholders in accordance with the policy and procedures set forth in our Bylaws and which are summarized generally below in the section titled “—Procedures to be Followed by Shareholders for Director Nominations.” The Corporate Governance and Nominating Committee has not previously used an independent search firm in identifying nominees. Evaluation. In evaluating potential nominees, the Corporate Governance and Nominating Committee will review the qualifications and independence of individuals being considered as director candidates, including persons proposed by shareholders or others. In addition, for any new director nominee, the Corporate Governance and Nominating Committee will conduct a check of the individual’s background and interview the candidate.
Summary Compensation Table
Summary Compensation Table The table below shows the compensation of our named executive officers for services rendered in all capacities during the fiscal years indicated.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Option Awards (2) ($) | All Other Compensation ($) (3) (4) | Total ($) | | Bart O. Caraway | 2023 | 590,385 | 550,000 | 274,999 | — | 168,858 | 1,584,242 | | Chairman of the Board, President and Chief Executive Officer | 2022 | 548,167 | 575,000 | 247,000 | — | 157,637 | 1,527,804 | | R. John McWhorter | 2023 | 411,924 | 200,000 | 49,991 | — | 183,452 | 845,367 | | Chief Financial Officer | 2022 | 368,750 | 150,000 | 98,800 | — | 166,590 | 784,140 | | William (Bill) Bobbora (5) | 2023 | 500,000 | 350,000 | 149,989 | — | 84,237 | 1,084,226 | | Executive Vice President and Chief Banking Officer | | | | | | | |
Summary Compensation Table
| (1) The amounts in this column represent the aggregate amount of annual discretionary cash bonuses earned by our named executive officers for fiscal years 2023 and 2022 performance, respectively. |
Summary Compensation Table
| (2) As required by SEC rules, amounts in this column represent the aggregate grant date fair value of stock-based compensation expense as required by FASB ASC Topic 718 Stock Based Compensation and were calculated using the valuation assumptions for restricted stock and nonqualified stock option awards that are contained in the notes to the Company’s financial statements under Note 8, “Stock Options and Warrants,” included in our Annual Reports on Form 10-K for the years ended December 31, 2023 and 2022, respectively. These amounts are not the actual value that may be realized by our named executive officers. |
Summary Compensation Table
| (3) All other compensation for 2023 includes: $12,442 of matching contributions to Mr. Caraway’s 401(k) account, $2,251 of life insurance premiums for Mr. Caraway, an accrual of $153,445 in connection with Mr. Caraway’s salary continuation agreement, and a cell phone allowance of $720 for Mr. Caraway; $13,200 of matching contributions to Mr. McWhorter’s 401(k) account, $1,672 of life insurance premiums for Mr. McWhorter, an accrual of $167,140 in connection with Mr. McWhorter’s salary continuation agreement, and a cell phone allowance of $1,440 for Mr. McWhorter; and $12,308 of matching contributions to Mr. Bobbora’s 401(k) account, $105 of life insurance premiums for Mr. Bobbora, an accrual of $46,624 in connection with Mr. Bobbora’s salary continuation agreement, a car allowance of $24,000 for Mr. Bobbora, and a cell phone allowance of $1,200 for Mr. Bobbora. |
Summary Compensation Table
| (4) All other compensation for 2022 includes: $12,200 of matching contributions to Mr. Caraway’s 401(k) account, $185 of life insurance premiums for Mr. Caraway, and an accrual of $145,252 in connection with Mr. Caraway’s salary continuation agreement; and $8,076 of matching contributions to Mr. McWhorter’s 401(k) account, $298 of life insurance premiums for Mr. McWhorter, and an accrual of $158,216 in connection with Mr. McWhorter’s salary continuation agreement. |
Summary Compensation Table
| (5) Mr. Bobbora became an executive officer of the Company on February 16, 2023. Mr. Bobbora was not a named executive officer prior to 2023. |
Potential Payments upon a Termination of Employment or a Change in Control
Potential Payments upon a Termination of Employment or a Change in Control Below we have described the severance and other change in control benefits to which our named executive officers would be entitled pursuant to the terms of their respective employment agreements and salary continuation agreements in connection with certain terminations of their employment or a change in control.
Termination of Employment without Cause or Resignation with Good Reason
| • | the vesting of any outstanding equity awards held by the named executive officer immediately prior to the termination date accelerated by one year. |
Termination of Employment without Cause or Resignation with Good Reason
| • | the vesting of any outstanding equity awards held by the named executive officer immediately prior to the termination date accelerated by one year. |
Termination of Employment without Cause or Resignation with Good Reason
| • | immediate vesting of any outstanding equity awards held by the named executive officer immediately prior to the termination date, in accordance with the terms of the applicable equity plan and award agreements. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The outstanding equity awards held by each of our named executive officers at December 31, 2023 are shown in the table below. Narrative disclosure regarding the Company’s equity compensation plans are set forth following this table.
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | | Stock Awards | | | | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: number of securities underlying unexercised unearned options (#) | Option exercise price | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (14) | | Bart O. Caraway | 93,700 | — | — | $11.00 | 12/31/2024 | | | | | 14,000 | — | — | $13.00 | 2/23/2027 | | | | | 100,00 | — | — | $16.30 | 7/19/2028 | | | | | 20,100 | 13,400(1) | — | $16.78 | 1/1/2030 | | | | | 5,400 | 8,100(2) | — | $16.43 | 1/1/2031 | | | | | | | | | | 3,834(7) | $76,182 | | | | | | | | 7,500(8) | $149,025 | | | | | | | | 17,383(9) | $345,400 | | R. John McWhorter | 400 | — | — | $13.00 | 11/10/2026 | | | | | 800 | — | — | $16.00 | 2/1/2028 | | | | | 8,000 | 4,000(3) | — | $16.30 | 1/1/2029 | | | | | 800 | 800(4) | — | $16.78 | 1/1/2030 | | | | | 400 | 600(5) | — | $16.43 | 1/1/2031 | | | | | | | | | | 2,250(10) | $44,708 | | | | | | | | 3,000(11) | $59,610 | | | | | | | | 3,160(12) | $62,789 | | William (Bill) Bobbora | 15,000 | 22,500(6) | — | $24.00 | 10/1/2031 | | | | | | | | | | 9,481(13) | $188,387 |
Outstanding Equity Awards at Fiscal Year End
| (1) Stock options to acquire 6,700 shares vested on January 1, 2024 and stock options to acquire 6,700 shares will vest on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (2) Stock options to acquire 2,700 shares vested on January 1, 2024 and stock options to acquire 2,700 shares will vest on January 1, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (3) Stock options to acquire 4,000 shares vested on January 1, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (4) Stock options to acquire 400 shares vested on January 1, 2024 and stock options to acquire 400 shares will vest on January 1, 2025. |
Outstanding Equity Awards at Fiscal Year End
| (5) Stock options to acquire 200 shares vested on January 1, 2024 and stock options to acquire 200 shares will vest on January 1, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (6) Stock options to acquire 7,500 shares will vest on October 1, 2024, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (7) Restricted stock that will vest 3,834 shares on November 8, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (8) Restricted stock that vested 2,500 shares on February 1, 2024 and will vest 2,500 shares on February 1, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (9) Restricted stock that vested 5,794 shares on March 15, 2024, will vest 5,794 shares on March 15, 2025, and will vest 5,795 shares on March 15, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (10) Restricted stock that will vest 2,250 shares on November 8, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (11) Restricted stock that vested 1,000 shares on February 1, 2024 and will vest 1,000 shares on February 1, 2025 and 2026. |
Outstanding Equity Awards at Fiscal Year End
| (12) Restricted stock that vested 1,053 shares on March 15, 2024, will vest 1,053 shares on March 15, 2025, and will vest 1,054 shares on March 15, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (13) Restricted stock that vested 3,160 shares on March 15, 2024, will vest 3,160 shares on March 15, 2025, and will vest 3,161 shares on March 15, 2026. |
Outstanding Equity Awards at Fiscal Year End
| (14) Market value of shares of restricted stock that have not vested is calculated by multiplying the number of shares of stock that have not vested by the closing market price of our common stock on December 31, 2023, which was $19.87. |
Director Compensation
Director Compensation We pay our non-executive officer directors based on the director’s participation in board meetings held throughout the year, TCCC pays its non-executive officer directors in the same manner, and the Bank pays its non-executive officer directors based on the director’s participation in its board of directors and committee meetings. We also grant our non-executive officer directors, other than Tony Scavuzzo, restricted stock. From January 1, 2023 to May 24, 2023, (i) directors received $300 per board meeting attended for the Company’s board of directors, $200 per Bank board meeting attended and $200 per TCCC board meeting attended, (ii) the Bank’s non-executive officer directors also received a quarterly stipend of $1,063 and a fee per committee meeting attended, which varied based on the particular committee, and (iii) the Company’s non-executive officer directors also received a quarterly stipend of $1,063. From May 25, 2023 to December 31, 2023, (i) directors received $333 per board meeting attended for the Company’s board of directors, $333 per Bank board meeting attended and $333 per TCCC board meeting attended, (ii) the Bank’s non-executive officer directors also received a quarterly stipend of $5,000 and a fee per committee meeting attended, which varied based on the particular committee, and (iii) the Company’s non-executive officer directors also received a quarterly stipend of $5,000. During fiscal year 2023, we also granted each of the Company’s non-executive officer directors, other than Norma J. Galloway and Tony Scavuzzo, restricted stock with a value of $62,818, except that David Phelps was granted restricted stock with a value of $39,009. The committees of the Bank’s board of directors are the Directors’ Loan Committee, the Asset Liability and Investment Committee, or ALCO, the Risk Committee and the Director Information Technology Committee, and the Executive Committee, the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee are joint committees of the Company’s board of directors and the Bank’s board of directors. The following table sets forth the fees each member of the committees received per meeting attended, as well as a quarterly stipend paid to the Chairpersons of each committee.
Director Compensation
| | Fee Per Meeting Attended (January 1, 2023 to December 31, 2023) ($) | Chairperson’s Quarterly Stipend (January 1, 2023 to May 24, 2023) ($) | Chairperson’s Quarterly Stipend (May 25, 2023 to December 31, 2023) ($) | | Executive Committee | — | — | — | | Directors’ Loan Committee | 300 | 875 | 1,000 | | Audit Committee | 400 | 1,250 | 1,375 | | ALCO | 300 | 813 | 938 | | Compensation Committee | 250 | 1,250 | 1,375 | | Director Information Technology Committee | 300 | 625 | 750 | | Corporate Governance and Nominating Committee | 300 | 1,250 | 1,375 | | Risk Committee | 300 | 750 | 750 |
Director Compensation
The following table sets forth compensation paid, earned or awarded during 2023 to each of our non-executive officer directors in 2023. Bart O. Caraway’s compensation is described above in “Summary Compensation Table.” The table also includes compensation earned by each non-executive officer director that is attributable to his or her service as a director of the Bank and TCCC.
Director Compensation
| | Director fees earned or paid in cash ($) | Stock Awards ($)(1) | All other compensation ($)(2) | Total ($) | | Carolyn Bailey | 69,510 | 62,818 | — | 132,328 | | Dr. Martin Basaldua | 52,077 | 62,818 | 1,400 | 116,295 | | Dennis Bonnen | 55,885 | 62,818 | 150,000 | 268,703 | | W. Donald Brunson | 68,460 | 62,818 | — | 131,278 | | Norma J. Galloway (3) | 38,299 | — | — | 38,299 | | Troy A. Glander | 58,810 | 62,818 | 215 | 121,843 | | Shelton J. McDonald | 66,910 | 62,818 | — | 129,728 | | David Phelps (4) | 60,040 | 39,009 | — | 99,049 | | Tony Scavuzzo | 59,704 | — | — | 59,704 | | Joseph L. Stunja | 62,085 | 62,818 | 1,183 | 126,086 | | Reagan Swinbank | 52,186 | 62,818 | — | 115,004 |
Director Compensation
| (1) The grant date fair value of each award is based on the number of shares granted and the Nasdaq closing price of our common stock on the date of grant. As of December 31, 2023, the number of unvested shares of restricted stock outstanding for each non-executive officer director was as follows: 3,864 for Ms. Bailey; 3,864 for Dr. Basaldua; 3,864 for Mr. Bonnen; 3,864 for Mr. Brunson; 0 for Ms. Galloway; 3,864 for Mr. Glander; 3,864 for Mr. McDonald; 2,327 for Mr. Phelps; 0 for Mr. Scavuzzo; 3,864 for Mr. Stunja; and 3,864 for Mr. Swinbank. |
Director Compensation
| (2) All other compensation for 2023 includes: $1,400 of life insurance premiums for Dr. Basaldua; $150,000 of consulting fees paid to Mr. Bonnen pursuant to his consulting agreement; $215 of life insurance premiums for Mr. Glander; and $1,183 of life insurance premiums for Mr. Stunja. |
Director Compensation
| (3) Ms. Galloway passed away on July 7, 2023. |
Director Compensation
| (4) Mr. Phelps has served on the Bank’s board of directors since June 2022 and was appointed to the Company’s board of directors on July 20, 2023. |
Director Compensation
Directors are also entitled to the protection provided by the indemnification provisions in the Certificate of Formation and Bylaws, and, to the extent that they are also directors of the Bank and TCCC, the certificate of formation and bylaws of the Bank and the certificate of formation and bylaws of TCCC.