Texas Capital Bancshares amends CEO agreement with $1.1M base, higher incentives; grants retention RSUs

TEXAS CAPITAL BANCSHARES INC/TX

CEO Rob Holmes signs new 4-year employment agreement with $1.1M base salary; cash incentive target of 200% in 2024 and 180% from 2025, LTI target 400% of base.
One-time retention RSU award of $4,045,489 (61,491 RSUs) granted to CEO Holmes, cliff-vesting on third anniversary.
Additional retention RSUs: CFO Scurlock $1M, Cummings $350k, Alvarado $375k, all with 3-year cliff vest.
Severance: 2x base plus target bonus without cause; 3x upon change-in-control; noncompete for 1 year.
No tax gross-ups; lifetime medical benefit for CEO and spouse after termination.

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