TEXAS CAPITAL BANCSHARES INCTX

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT

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Table of Contents

Cautionary Note Regarding Forward-Looking Statements; Available Information

This Proxy Statement contains “forward-looking statements” within the meaning of and pursuant to the Private Securities Litigation Reform Act of 1995 regarding, among other things, the Company’s financial condition, results of operations, business plans and future performance. These statements are not historical in nature and may often be identified by the use of words such as “believes,” “projects,” “expects,” “may,” “estimates,” “should,” “plans,” “targets,” “intends,” “could,” “would,” “will be,” “will continue, “will likely result,” “anticipates,” “potential,” “confident,” “optimistic” or the negative thereof, or other variations thereon, or comparable terminology, or by discussions of strategy, objectives, estimates, trends, guidance, expectations and future plans. Because forward-looking statements relate to future results and occurrences, they are subject to inherent and various uncertainties, risks, and changes in circumstances that are difficult to predict, may change over time, and are based on management's expectations and assumptions at the time the statements are made and are not guarantees of future results. The Company describes risks and uncertainties that could cause actual results and events to differ materially in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other filings the Company makes with the Securities and Exchange Commission (“SEC”), including under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The Company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. References to the Company’s website in this Proxy Statement are provided as a convenience, and the information on the website is not, and shall not be deemed to be, a part of, or incorporated into, this Proxy Statement. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including Texas Capital Bancshares, Inc., that electronically file with the SEC at http://www.sec.gov.

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A Letter from the CEO and Chair

Texas Capital Bancshares, Inc.

2000 McKinney Avenue, 7th Floor

Dallas, Texas 75201

March 6, 2025

To our fellow stockholders:

On behalf of the Board of Directors, we are pleased to invite you to attend the 2025 Annual Meeting of Stockholders of Texas Capital Bancshares, Inc. at 7:30 a.m., central daylight time, on Tuesday, April 15, 2025, at our corporate headquarters, Texas Capital Center, 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201.

Our Firm materially progressed its transformation in 2024, as collective and deliberate strategic actions continue to establish our Firm as worthy of serving the best clients in our markets. We are operating a unique, full-service, Texas-based platform with superior product breadth and banker execution, increasingly resulting in the high-quality stakeholder outcomes we believed the model would ultimately be capable of producing.

The Board is focused on the many factors that contribute to long-term strong performance for our stockholders, including continued investment in products, technology and people. Highlights of our work in the past year include:

Financial Resiliency

A core element of our strategy is maintaining balance sheet positioning sufficient to support our clients through market and rate cycles, and our industry leading liquidity and capital continue to afford us a competitive advantage. Year-end CET11 of 11.4% with Tangible Common Equity to Tangible Assets 2 of 10%, plus a robust cash and securities position, allows for a consistent and proactive market-facing posture, making us distinctly capable of supporting the diverse and broad needs of our clients in what continues to be a dynamic and unique operating environment for all industries. Over the last three years, we prioritized the resiliency of both our balance sheet and business model as a core tenant of our franchise. With unquestioned market momentum, an increasingly differentiated platform, and robust capital and liquidity, we are well-positioned to execute throughout 2025.

Board Refreshment

We are committed to maintaining a vital Board in the future. An experienced and well-rounded Board is a crucial part of the Firm’s commitment to financial resiliency and good governance. We engaged with several stockholders throughout the year and intently listened to your feedback.

Through our ongoing recruitment process, we strive to identify a robust pipeline of potential director candidates who reflect the right mix of experience and skills to continue providing independent oversight. This past year, we welcomed Mark Midkiff, who has nearly three decades of leadership and public company experience in the banking industry, to the Board. Additionally, Ranjana Clark has been nominated to join our Board. She brings 25 years’ experience in the financial services industry. Due to the director retirement age policy, James (“Jim”) Browning will retire from the Board following the Annual Meeting. We would like to take this opportunity to thank Jim for his years of service, as the Firm has benefited greatly from both his leadership and his deep expertise in banking and public accounting matters during his more than 15 years of service.

In January 2025, the Board voted to appoint Rob Holmes, the Company’s CEO and President, as Chairman effective immediately after the 2025 Annual Meeting. Bob Stallings, the current Chairman, will serve as Lead Independent Director.

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A Letter from the CEO and Chair

Executive Compensation and Stockholder Engagement

To attract and retain top talent, we take a fair and long-term approach to compensation. This includes pay-for-performance practices that are responsive to and aligned with our stockholders, fostering a culture that reflects our values and supports our risk and strategic framework.

We have a history of being receptive to stockholder feedback. In 2024, we expanded and continued our stockholder outreach and engagement. Generally, stockholders were deeply supportive of management, the Firm’s strategy and its long-term performance.

Over the last several years, we have enjoyed meeting many of you, stockholders of the Firm, and greatly appreciate the discussions and the insights you have shared with us as we continue to execute on our strategic plan. We look forward to our ongoing engagement, and we are grateful for your support of the Firm as we drive value creation for all our stakeholders.

Your vote is important to us. At this year’s Annual Meeting, you will be asked to vote on several items, including the election of our directors, the executive compensation program and an amended and restated equity plan. Approval of these matters is important to our ability to operate the business consistent with our pay-for-performance philosophy and compensation model, which promotes alignment between our employees and stockholders. Whether or not you plan to attend the Annual Meeting, please submit your proxy promptly so that your shares will be voted in accordance with your preference.

We are excited to continue delivering value to our stockholders and clients in 2025 and beyond.

On behalf of the entire Board, we are grateful for your investment and your support.

Sincerely,

Rob C. Holmes

Chairman-Elect, President and Chief Executive Officer

Robert W. Stallings

Chairman of the Board

1 Common Equity Tier 1 capital divided by risk-weighted assets.

2 Stockholders’ equity excluding preferred stock, less goodwill and intangibles, divided by total assets, less goodwill and intangibles.

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Notice of Annual Meeting

Texas Capital Bancshares, Inc.

2000 McKinney Avenue, 7th Floor

Dallas, Texas 75201

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The Proxy Statement for the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Texas Capital Bancshares, Inc. follows. Financial and other information about the Company are contained in the Annual Report to Stockholders for the fiscal year ended December 31, 2024 (the “2024 Annual Report”), which accompanies the Proxy Statement.

To ensure that your shares are represented at the meeting, the Company urges you to submit your voting instructions by proxy as promptly as possible. You may submit your proxy via the Internet or telephone, or, if you received paper copies of the proxy materials by mail, you can also submit a proxy via mail by following the instructions on the proxy card or voting instruction card. You are encouraged to submit a proxy via the Internet. It is convenient and saves the Company significant postage and processing costs. You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

The Company is making the Proxy Statement and the form of proxy first available on or about March 6, 2025.

By order of the board of directors,

Anna M. Alvarado

Managing Director, Chief Legal Officer &

Corporate Secretary

March 6, 2025

Dallas, Texas

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON April 15, 2025:

The Company’s 2025 Notice of Annual Meeting and Proxy Statement, 2024 Annual Report (including the Company’s Annual Report on Form 10-K) and other proxy materials are available at www.proxydocs.com/TCBI.

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Notice of Annual Meeting

VOTING INFORMATION

It is very important that you vote in order to play a part in the future of the Company. Please carefully review the proxy materials for the Annual Meeting and follow the instructions below to cast your vote on all of the voting matters.

Who is Eligible to Vote

You are entitled to one vote for each share of common stock you own. Only those stockholders that owned shares of the Company’s common stock on February 19, 2025, the record date established by the board of directors, will be entitled to vote at the Annual Meeting. At the close of business on the record date, there were 46,124,746 shares of common stock outstanding held by 129 identified holders.

The Company is furnishing its proxy materials to its stockholders primarily through the Internet in accordance with rules adopted by the Securities and Exchange Commission. Stockholders have been mailed a Notice of Internet Availability of Proxy Materials on or around March 6, 2025, which provides them with instructions on how to vote and how to access the proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials. Stockholders who previously enrolled in a program to receive electronic versions of the proxy materials will receive an email notice with details on how to access those materials and how to vote.

How to Vote

Even if you plan to attend the Annual Meeting, please submit your voting instructions by proxy right away using one of the following methods for submitting a proxy (see page 10 for additional information). Make sure to have your proxy card, voting instruction form (“VIF”) or Notice of Internet Availability (“Notice”) in hand and follow the instructions. If your shares are held in the name of a broker, bank or other nominee, please follow the voting instructions that you receive from the broker, bank or other nominee entitled to vote your shares, which may include requesting and bringing to the meeting a Legal Proxy.

If you have questions or require assistance with voting your shares, or if you need additional copies of the proxy materials, please contact Alliance Advisors, LLC, 200 Broadacres Drive, 3rd Floor, Bloomfield, New Jersey 07003. Stockholders may call toll free: (833) 501-4842.

Electronic Stockholder Document DeliveryInstead of receiving future copies of annual meeting proxy materials by mail, stockholders of record and most beneficial owners can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing documents and will also give you an electronic link to the proxy voting site.

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Proxy Statement Summary

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Proxy Statement Summary

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Proxy Statement Summary

Governance Highlights (cont.)

Board Profile* (See page 16)The Board identified particular skills, qualifications, expertise, attributes, and experience that are important to be represented on the Board as a whole, in light of the Company’s current and future business needs. The following table indicates the number of director nominees that have the noted skill, qualification or experience.

BOARD REFRESHMENT* 2025: Ranjana Clark 2024: Mark Midkiff 2023: Laura Whitley 2022: Thomas Long 2021: Paola Arbour 2021: Rob Holmes

*Charts reflect the retirement of Mr. Browning at the Annual Meeting and assume the election of Ranjana Clark at the Annual Meeting.

Stockholder Engagement and Outreach (See pages 42 and 57)

The Company routinely engages with various stakeholders, including stockholders, rating agencies, proxy advisory services, and customers on a variety of matters. This year, management contacted many of the stockholders for the purpose of formally engaging with them about their 2024 proxy vote and a variety of topics, including Board composition and succession, executive compensation (including performance measures and metrics), social and governance topics and Company performance. Overall, the engagement meetings were positive and constructive. See “Governance – Stockholder Engagement” and “Executive Compensation – 2024 Say on Pay and Stockholder Engagement” for more information on specific discussions and actions since the last annual meeting.

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Proxy Statement Summary

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Proxy Statement Summary

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Proxy Statement

PROXY STATEMENT

For the Annual Meeting of Stockholders to be held on April 15, 2025

This Proxy Statement is being furnished to the stockholders of Texas Capital Bancshares, Inc., a Delaware corporation (the “Company”), on or about March 6, 2025, in connection with the solicitation of proxies by the board of directors to be voted at the 2025 annual meeting of stockholders (the “Annual Meeting”). The Annual Meeting will be held on April 15, 2025, at 7:30 a.m. at Texas Capital Center, 7th Floor, 2000 McKinney Avenue, Dallas, Texas 75201. The Company is the parent corporation of Texas Capital Bank (“Texas Capital Bank” or the “Bank”; the Company and the Bank collectively referred to as the “Firm”, where appropriate).

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of the proxy materials to each stockholder, the Company is furnishing proxy materials to its stockholders on the Internet. You will not receive a printed copy of the proxy materials unless you specifically request them. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

INFORMATION ABOUT SOLICITATION AND VOTING

Record Date and Voting Securities

Only those stockholders that owned shares of the Company’s common stock on February 19, 2025, the record date established by the board of directors, will be entitled to vote at the Annual Meeting. At the close of business on the record date, there were 46,124,746 shares of common stock outstanding held by 129 identified holders. Stockholders are entitled to one vote for each share of common stock that are owned. Outstanding shares of the Company’s Series B Preferred Stock currently do not have voting rights.

Quorum and Voting

The Company’s by-laws provide that the holders of a majority of the votes attributed to the shares of issued and outstanding common stock as of the record date entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum to transact business. Abstentions, withheld votes, votes against and broker non-votes (described below) will be counted as “present” for purposes of establishing a quorum. If there are not sufficient shares present in person or represented by proxy and entitled to vote at the Annual Meeting for a quorum or to approve any proposal, the board of directors may postpone or adjourn the Annual Meeting to permit the further solicitation of proxies.

If a stockholder holds common stock through a bank, broker or other nominee, such bank, broker or other nominee will be prevented from voting, or may otherwise choose not to vote, common shares in the stockholder’s account if the stockholder has not given the broker voting instructions on matters considered non-routine, such as the election of directors and matters involving executive compensation (resulting in what is referred to as a “broker non-vote”). Thus, it is important that stockholders vote their shares to ensure that they are represented on all matters at the Annual Meeting.

For each of the proposals, the voting options, Board recommendation, applicable voting standard, and effect of withheld votes, abstentions and broker non-votes, if any, are as follows:

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Proxy Statement

In accordance with the Company’s Majority Voting Policy, any nominee for election as a director receiving a greater number of “withhold” votes than votes “for” election in an uncontested election must deliver his or her resignation to the Board. The Board will determine whether to accept the resignation based upon the recommendation of the Governance and Nominating Committee and consideration of the circumstances. The Company will disclose the Board’s decision and the process by which it was reached. Stockholders may not cumulate votes in the election of directors.

Preliminary voting results will be announced during the Annual Meeting, and final results will be tallied by the inspector of election after the taking of the vote at the Annual Meeting. The Company will publish the final voting results in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

The Company does not currently know of any other matters that may come before the Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, the persons designated in the enclosed proxy will vote your proxy in their discretion on such matters.

The individuals named as proxies will vote properly completed proxies received prior to the Annual Meeting in the way you direct. If you send in a properly completed proxy but do not specify how the proxy is to be voted, the shares represented by your proxy will be voted to elect the thirteen director nominees, to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, to approve, on an advisory basis, the 2024 compensation of the named executive officers, and to approve the 2022 Long-Term Incentive Plan, as amended. If shares are held by a bank, broker or other nominee and the stockholder wants to vote in person at the Annual Meeting, the stockholder must obtain a legal proxy from the record holder and present it at the Annual Meeting.

Stockholders of record may revoke a proxy at any time before the proxy is exercised by any of the following:

1. delivering written notice of revocation to Texas Capital Bancshares, Inc., Attn: Corporate Secretary – Annual Meeting, 2000 McKinney Avenue, 7 th Floor, Dallas, Texas 75201;

2. submitting another properly completed proxy card that is later dated;

3. voting by telephone at a subsequent time;

4. voting through the Internet at a subsequent time; or

5. voting in person at the Annual Meeting.

If shares are held in the name of a broker, bank or other nominee, please follow the instructions received from them to instruct them to revoke the voting of your shares.

Please review the proxy materials and follow the relevant instructions to vote your shares. The Company hopes you will exercise your rights and fully participate as a stockholder.

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Proxy Statement

Solicitation of Proxies

It is important that you are represented by proxy or are present in person at the Annual Meeting. The Company requests that you vote your shares by following the instructions as set forth in the Notice of Internet Availability of Proxy Materials. Your proxy will be voted in accordance with the directions you provide.

The Company’s Board is making this solicitation and the Company will pay the costs and all expenses of this proxy solicitation. The directors, officers and employees of the Company and the Bank may also solicit proxies by telephone or in person but will not be paid additional compensation to do so. The Company engaged Alliance Advisors, LLC to assist with the solicitation of proxies for a fee of $14,500. The Company also agreed to reimburse Alliance Advisors, LLC for certain expenses and to indemnify Alliance Advisors, LLC against certain losses and expenses. The Company will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of common stock.

The Company is permitted to send a single Notice of Annual Meeting of Stockholders (“Notice”) and any other proxy materials it chooses to mail to stockholders who share the same last name and address, unless the stockholders have notified the Company of their desire to receive multiple copies of the Notice or proxy materials. This procedure is called “householding” and is intended to reduce printing and postage costs.

The Company will promptly deliver, upon written or oral request, a separate copy of the Notice or proxy materials to any stockholder residing at an address to which only one copy was mailed. If you would like to receive a separate copy of the Notice or other proxy materials, either now or in the future, please contact the Company in writing at the following address: Texas Capital Bancshares, Inc., Attn: Investor Relations, 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201, or via telephone at (214) 932-6600.

If you hold your shares through a bank, broker or other nominee and would like to receive additional copies of the Notice and any other proxy materials, or if multiple copies of the Notice or other proxy materials are being delivered to your address and you would like to request householding, please contact your bank, broker or nominee.

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Governance

GOVERNANCE

The Company is committed to effective corporate governance, which promotes the long-term interests of stockholders, strengthens Board and management accountability and helps build public trust in the Company. See “Board and Corporate Governance: Strong Governance Practices” for more information.

The Company’s corporate governance guidelines, Board committee charters and other materials can be accessed on the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx. The Company will promptly deliver free of charge, upon request, a copy of the corporate governance guidelines, Board committee charters or Code of Business Conduct and Ethics, or its most recent Form 10-K or Annual Report, to any stockholder requesting a copy. Requests should be directed to Corporate Secretary, Texas Capital Bancshares, Inc., 2000 McKinney Avenue, 7th Floor, Dallas, Texas 75201. The Company’s SEC filings, including Forms 3, 4 and 5 filed by the Company’s directors and executive officers, can be accessed on the website at https://investors.texascapitalbank.com/financials/sec-filings/default.aspx.

PROPOSAL ONE – Election of Directors

Background

Based on the recommendation of the Board’s independent Governance and Nominating Committee (“Governance Committee”), the Board nominated thirteen directors for election at the Annual Meeting – Paola M. Arbour, Jonathan E. Baliff, Ranjana B. Clark, Rob C. Holmes, David S. Huntley, Charles S. Hyle, Thomas E. Long, Mark W. Midkiff, Elysia Holt Ragusa, Steven P. Rosenberg, Robert W. Stallings, Dale W. Tremblay, and Laura L. Whitley – to serve a one-year term expiring at the 2026 annual meeting of stockholders, or until their successors are elected and qualified. All of the nominees have indicated their willingness to continue to serve as a director if elected. Each of the nominees have previously been elected as directors of the Company by stockholders, except for Mr. Midkiff, who was elected by the Board in May 2024, and Ms. Clark, whom the Board has nominated as a director for election at the Annual Meeting. The Company’s management has no reason to believe that any nominee will be unable to serve.

At the Annual Meeting, you will have the opportunity to elect these thirteen nominees. Unless otherwise instructed, the proxy holders will vote the proxies received by them for these thirteen nominees. However, if any of the nominees is unable or declines to serve for any reason, your proxy will be voted for the election of a substitute nominee selected by the Board.

The Board determined that each of the Company’s current directors, and each of the director nominees, other than Mr. Holmes, the Company’s Chief Executive Officer and President, qualifies as an “independent director” as defined in relevant listing standards of the Nasdaq Stock Market and applicable SEC rules.

Directors are elected by a plurality of the votes cast at the Annual Meeting. However, in accordance with the Company’s Majority Voting Policy, any nominee for election as a director receiving a greater number of “withhold” votes than votes “for” election in an uncontested election must deliver his or her resignation to the Board, for consideration by the Governance Committee and the Board. See“Proxy Statement–Quorum and Voting”on page 10.

It is the Company’s policy to encourage directors and nominees for director to attend the annual meeting. Last year, eleven of the then twelve directors and nominees for director attended the annual meeting.

There is no family relationship between or among any of the executive officers or directors. There are no arrangements or understandings between any of the executive officers or directors and any other person pursuant to which any of them are elected as a director or appointed as an officer.

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Governance

Since 2021, five new directors, including a new CEO / President and four new independent directors, either joined or were nominated to the Board. This approach to refreshing the Board has aimed to balance the importance of adding new directors to the Board, while also facilitating their onboarding by providing for a transition period that allows them to work with our more tenured directors before the latter retire from the Board.

Qualifications Required of All Directors

The Board and the Governance Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field and have the ability to devote the time and effort necessary to fulfill his or her responsibilities to the Company. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, and a willingness to assume fiduciary responsibilities. In addition, the Board conducts interviews of potential director candidates to assess integral qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

The Board is made up of a highly-engaged group of individuals with a wide range of thought and relevant experience, expertise, backgrounds and qualifications necessary to oversee the business. The Governance Committee regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to the Company’s current and future business and strategy, and to introduce fresh perspectives and broaden the views and experience represented on the Board.

Mr. Midkiff joined the Board in June 2024. The Governance Committee and the full Board carefully reviewed his experience, skills and attributes, including his independence. The Governance Committee and the Board elected him to the Board in May 2024 and recommended him to stockholders for re-election at the 2025 Annual Meeting. He had been recommended as a candidate by a director candidate search firm.

Ms. Clark was nominated as a director by the Board, and the Board determined to recommend her to stockholders for election at the 2025 Annual Meeting. The Governance Committee and the full Board carefully reviewed her experience, skills and attributes, including her independence. She had been recommended as a candidate by a director candidate search firm.

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Governance

Qualifications, Attributes, Skills and Experience on the Board

The Governance Committee seeks to assemble a board that, as a whole, possesses the appropriate professional and industry knowledge, skills, experience, integrity, reputation, financial expertise and leadership abilities that are necessary to oversee the Company’s business and are appropriate for the Company’s governance. To that end, the Governance Committee identifies and evaluates nominees in the broader context of the Board’s overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgement and other qualities that the Governance Committee views as critical to effective functioning of the Board.

The directors have a wide range of skills, including expertise in finance, accounting, transformation and technology. The Governance Committee and the Board identified particular qualifications, attributes, skills and experience that are important to be represented on the Board as a whole, in light of the Company’s current and future business needs. The following table summarizes certain characteristics of the Company and the associated qualifications, attributes, skills and experience that the Board believes should be represented on the Board.

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Governance

Board Qualifications, Experience and Demographics

The following chart reflects various qualifications, experience and demographics of the thirteen director nominees. Each director nominee also contributes other important skills, expertise, experience, viewpoints, and personal attributes to the Board that are not reflected in the chart below.

A mark in the chart above indicates a specific area of focus or expertise that the director brings to our Board. The matrix above does not encompass all of the knowledge, skills and experience of our directors, and the fact that a particular knowledge, skill or experience is not listed does not mean that a director does not possess it. In addition, the absence of a particular knowledge, skill or experience with respect to any of our directors does not mean the director in question is unable to contribute to the decision-making process in that area.

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Governance

Director Nominees

Information About Board Nominees

The Board has nominated the individuals listed below to be elected directors of the Company at the Annual Meeting. See“Proposal One– Election of Directors”on page 13. Each of the Company’s current directors also serves as a director of the Company’s wholly-owned bank subsidiary, Texas Capital Bank (the “Bank”). In connection with his or her election to the Company’s Board, these nominees will also be elected to the board of the Bank.

The following sets forth self-reported biographical information the Company has obtained from the director nominees, including each director’s age on the date of this Proxy Statement, principal occupation, employment and business experience during the last five years, current director positions with other public companies, the year in which the nominee became a director of the Company, and other information. The following also sets forth the director’s particular qualifications, experience, skills or expertise that, when considered in the aggregate, led the Governance Committee to recommend that person as a nominee to serve as a director of the Company.

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Governance

1 The 2014 global oil price collapse and ensuing turmoil in offshore transportation services resulted in several businesses in the industry filing for bankruptcy, including Bristow Group Inc. (“Bristow”), which filed for Chapter 11 bankruptcy protection in May 2019. Bristow was the world’s largest commercial helicopter and industrial aviation company serving the energy and government sectors. Despite the 2014 global oil price collapse, Bristow continued to recognize revenue growth while Bristow’s peer group’s revenues fell by an average of ~10% annually with most competitors filing for bankruptcy over the same period.

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Governance

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Governance

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Governance

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Governance

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Governance

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Governance

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Governance

Retiring Director

Mr. Browning has been a director of the Company since 2009, and served as Chair of the Company’s Audit Committee from 2013 to 2023. He is retiring from the Company as of the 2025 Annual Meeting in accordance with the Company’s director retirement guideline.

The Board unanimously recommends that you vote “FOR” the thirteen director nominees.

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Governance

BOARD AND COMMITTEE MATTERS

Board of Directors

The Board oversees the business affairs of the Company. The Board meets on a regularly scheduled basis to review significant developments affecting the Company and to act on matters requiring approval by the Board. Special meetings of the Board are held as required from time to time when important matters arise that require action between scheduled meetings. The Board held seven meetings during 2024. Each of the Company’s directors participated in at least 75% of the meetings of the Board and its committees on which the director served during 2024.

Board Leadership Structure

The Board’s leadership structure is designed to promote Board effectiveness and to appropriately allocate authority and responsibility between the Board and management. The Board believes it is important to retain flexibility to determine its leadership structure based on the particular composition of the Board, the individual serving as Chief Executive Officer, and the needs and opportunities of the Company and the Board as they change over time. The Board evaluates the Board leadership structure annually for possible change.

For the last few years, the Company’s Corporate Governance Guidelines provided that, except in limited circumstances, the Chairman should be independent of management. Following a review of the practices of similarly situated, exchange-listed bank holding companies, in January 2025, the Board determined it to be advisable to update the Guidelines to grant the Board discretion to combine or separate the positions of Chairman and Chief Executive Officer depending on the needs and circumstances of the Company as they exist from time to time. On January 22, 2025, the Board elected Rob C. Holmes, the Company’s CEO and President, as Chairman, effective after the 2025 Annual Meeting, with Mr. Stallings, the current Chairman, to serve as Lead Independent Director. The Guidelines were revised to accommodate the new leadership structure, including by bolstering the role of the Lead Independent Director. The Board’s actions reflect its deep confidence in Mr. Holmes’ transformational leadership and strategic vision for the Company. This new governance structure, the Board believes, provides an effective consolidation of leadership under Mr. Holmes, along with a balance of oversight by independent directors.

A significant portion of the Board’s oversight responsibilities is carried out through its five independent, principal standing committees: Audit Committee, Risk Committee, Governance and Nominating Committee, Compensation and Human Capital Committee (“Compensation Committee”), and Technology Committee. Allocating responsibilities among committees allows more in-depth attention devoted to the Board’s oversight of the business and affairs of the Company. See “Risk Oversight” below for more information. Committees meet regularly in conjunction with scheduled Board meetings and hold additional meetings as needed. Each committee reviews reports from senior management and reports its actions to, and discusses its recommendations with, the full Board.

All committee chairs are appointed at least annually by the Board. Committee chairs are responsible for:

▪Calling meetings of their committees

▪Approving agendas for their committee meetings

▪Presiding at meetings of their committees

▪Serving as a liaison between committee members and the Board, and between committee members and senior management, including the CEO

▪Working directly with the senior management responsible for committee mandates

Board members have direct access to management and regularly receive information from and engage with management during and outside of formal Board meetings. In addition, the Board and each committee has the authority and resources to seek legal or other expert advice from sources independent of management.

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Board Evaluation

The Board and the Board committees regularly evaluate their own effectiveness throughout the year. The evaluation is a multifaceted process that includes an annual formal self-evaluation process developed and administered under the direction of the Governance Committee, periodic one-on-one discussions between each director and the Board Chairman, individual director input on agenda topics for Board and committee meetings and strategic planning sessions, executive sessions held in Board and committee meetings without management present, and periodic input to the CEO and senior management on enhancements to Board and committee effectiveness.

Process

Determine focus areas, scope, and format. The formal self-evaluation has historically been in the form of written questionnaires administered by Board members or management. Each year, the Governance Committee discusses and considers the appropriate approach, including areas of focus, scope and format, and approves the selected evaluation process. In 2023 and 2024, the Governance Committee determined to use a new format under which each director would meet with the Governance Committee Chair and the Board Chairman in combination with written questionnaires.

Conduct evaluation. Members of the Board and each Board committee participate in the formal evaluation process, responding to questions designed to elicit information to be used in improving Board and committee effectiveness.

Review feedback in executive sessions. Director feedback solicited from the formal self-evaluation process is discussed during Board and committee executive sessions and, where appropriate, addressed with management.

Respond to director input. In response to feedback from the multifaceted evaluation process, the Board and committees work with management to take concrete steps to improve policies, processes and procedures to further Board and committee effectiveness.

One-on-one discussions with Board Chairman and Committee Chairs. In addition to the formal annual Board and committee evaluation process, the independent Board Chairman and all Committee Chairs speak with each independent Board member regularly, at least quarterly, and receive input regarding Board and committee practices and management oversight. Throughout the year, directors also have the opportunity to provide input directly to committee chairs or to management.

The Board and the Board committees are continuously evaluated for their own effectiveness throughout the year.

Formal self-evaluation

The Board believes that there are five areas where the Board should focus: Board and committee composition; Board culture; Board and committee focus; Board process; and information and resources.

Composition. Through the self-evaluation process, the Board assesses its overall director recruitment and succession planning processes and committee composition.

Board culture. The Board considers its role in setting the standard for the Company’s culture and values by forging a collegial and collaborative dynamic that values independent judgment and emphasizes accountability. As part of this review, directors evaluate how they interact among themselves and with management, including the importance of challenging and holding management accountable. This past year, the self-evaluation included a focus on enhancing Board skills, succession, engagement and refreshment as the Company continues to grow and mature its platform, product and service offerings and execute on its strategy.

Focus. The Board and the Board committees consider their effectiveness in performing key oversight responsibilities in a number of areas, including: strategy; risk; and management talent and succession planning. They continuously evaluate the sufficiency of information received and the time spent in these areas. They regularly reassess their oversight focus by engaging in dialogue with management, soliciting feedback from stockholders and other stakeholders, and receiving third-party perspectives on the competitive environment, opportunities for growth, macroeconomic trends, and geopolitics.

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Process. As part of the formal self-evaluation process, directors review overall Board and committee structure, the allocation of meeting time, cadence of meetings, efficiency and other meeting processes. In addition, outside of the formal self-evaluation process, each of the directors also meets with management and with the Board Chairman through a combination of executive sessions, smaller group sessions, and one-on-one meetings. Directors are focused on Board and committee meeting structure so as to allow ample time for discussion, debate, and in-depth review of key topics and trends, and to facilitate focus on strategic topics.

Information and resources. Through the self-evaluation process, the Board and committees evaluate the quality of meeting materials and presentations and the overall amount and type of information, education, and training opportunities they receive both from management and outside advisors and experts. The directors continue to highlight the need for clear, comprehensive, and concise information to effectively support their oversight responsibilities, including understandable and targeted materials that identify key issues.

The Governance Committee considered industry trends, practices of peers, feedback from stockholders, and regulatory developments in creating the formal 2024 self-evaluation. The formal 2024 self-evaluation solicited directors’ views on topics in each of the five key areas of board effectiveness, including topics covering the Company’s current operating environment, input from stockholders learned during engagement discussions, and areas of opportunity. As part of its ongoing review of Board and committee composition, the Governance Committee also continued to seek input on the Board’s director succession planning process, including Board and committee leadership succession planning. Results are shared with management, as appropriate, to assist the Board and committees in making enhancements to address opportunities identified.

Enhancements made in response to formal Board self-evaluations

In response to feedback solicited from the Board and committees in 2024, the Company continues to:

▪Adapt meeting structure and cadence to enhance the Board’s ability to perform its oversight responsibilities and to promote Board engagement, including through a mix of in-person and virtual meetings, and by providing ample time during Board and committee meetings for discussion, debate, in-depth reviews, and executive sessions

▪Prepare meeting materials that are tailored and allow for an understanding of key issues, while maintaining completeness, and providing timely updates, as needed

▪Enhance presentations for Board and committee meetings so that they complement and add insight beyond written meeting materials, while leaving ample time for question and answer sessions and other discussion

▪Provide more opportunities for the Board to interact with employees throughout the organization, both formally and informally, and for one-on-one and smaller group discussions between directors and management on critical issues, including mid-quarter meetings

▪Support directors’ discussion and decision-making on Board leadership succession planning and committee membership, including a focus on future needs

▪Enhance discussion about areas of emerging risk at Board, Risk Committee and Technology Committee meetings, including in-depth reviews of key topics including cybersecurity risk, operational resilience, and risks arising from the economic environment

▪Provide additional information on topics identified by directors as desired areas of increased focus for the development of Board strategic planning sessions, including information related to technology and operations, the regulatory landscape and the economic outlook

▪Present deep dives on human capital management-related topics at the Board and committee level

▪Enhance information provided to support the Board’s management talent and succession planning responsibilities, including information on how specific performance goals factor into executive management’s performance evaluations

▪Provide educational opportunities during regularly scheduled meetings, with an emphasis on topics requested by directors and current events and trends

▪Provide third-party perspectives on the Company, peers, the industry, and the economy, and on stockholder and stakeholder feedback in Board and committee materials and presentations and through additional resources

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Board and Corporate Governance: Strong Governance Practices

The Board is committed to providing sound governance for the Company. The Board adopted Corporate Governance Guidelines (the “Guidelines”) and charters for each committee of the Board to provide a flexible framework of policies relating to the governance of the Company. These documents are available in the “Governance Documents” section of the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx.

The Company’s sound governance practices include:

▪Annual election of all directors

▪Plurality voting for directors in uncontested elections with a required offer of resignation by any director who receives more “withhold” votes than “for” votes in the election

▪Independent Board Chairman or Lead Independent Director

▪All directors are independent, other than CEO; 100% principle standing committee member independence

▪Director retirement policy

▪Director capacity, commitment and over boarding policy

▪Directors may be removed with or without cause

▪Action by written consent / stockholder right to call special meeting permitted

▪Executive sessions of independent directors at each regular Board meeting

▪Annual Board and Committee evaluations

▪Strong investor outreach program, including participation by the Chairman and other Directors

▪Accountability to maintain stock ownership per director and executive guidelines

▪Insider Trading Policy and prohibition on hedging and pledging

▪Equity Grant Policy

▪Comprehensive recoupment policy

▪Ongoing director education

▪Ongoing consideration of Board composition, skills and refreshment

▪Strong director attendance: each director then in office attended the 2024 annual meeting and 75% or more of total meetings of the Board and committees on which he or she served during 2024

▪Board oversight of corporate responsibility matters

▪Board and Compensation Committee oversight of human capital management matters

▪Direct Board access to management and access to independent advisors

▪No poison pill

Among the policies addressed in the Guidelines are the following:

▪Retirement policy. A director who reaches the age of 75 at or before the time of his or her election will not be eligible for re-election to the Board, subject to waiver of this requirement on an annual basis by unanimous vote of the remaining members of the Board. Mr. Browning, the former Chairman of our Audit Committee, has turned 75 since our last annual meeting of stockholders and is therefore not standing for election at the 2025 annual meeting of stockholders. Mr. Stallings also turned 75 since our last annual meeting of stockholders. The Board, by unanimous vote (Mr. Stallings abstaining), determined in January 2025 that the value of Mr. Stallings’ contribution made it advisable that he continue to serve as a director and Lead Independent Director. Moreover, the Board determined that a smooth transition of the Chairman role was in the Company’s best interest. As a result, the Board waived the retirement age policy for Mr. Stallings for one year and nominated him for re-election at the 2025 Annual Meeting.

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▪Board leadership structure. Provides the Board with flexibility to determine the appropriate leadership structure for the Company and requires a Lead Independent Director with robust responsibilities in the event the Chairman is not independent.

▪Limits on other board service. No director may serve on more than four public company boards (including the Company’s Board), but the Chairman may only serve on a maximum of two other public company boards. The Company’s CEO and other executive officers may serve on only one other public company board.

▪Review of significant responsibility changes. Any director who retires from his or her principal employment, or whose principal occupation or business association changes substantially, must tender a letter of resignation to the Board. The Board will determine whether to accept the resignation based on the recommendation of the Governance Committee after its review of the circumstances.

▪Annual meeting attendance. The Board expects all of its members to attend the Company’s annual meetings of stockholders. Of the twelve directors then serving on the Board, eleven of the directors were in attendance at the 2024 Annual Meeting.

▪Director compensation. Director compensation includes an equity component representing approximately half of each director’s annual compensation to align director interests with the long-term interests of stockholders. See “Director Compensation” below.

▪Director stock ownership. The Board established stock ownership guidelines for directors to further align their interests with the long-term interests of stockholders. Directors are expected to own common stock having a value of at least five times the cash portion of the annual retainer paid to independent directors, and may not dispose of any shares of the Company’s common stock unless they own, and will continue to own, common stock with a value at or above that level.

▪Executive pay governance and stock ownership. As discussed in more detail below at “Executive Compensation – Compensation Discussion and Analysis”, the Guidelines include policies addressing:

▪Executive stock ownership

▪No excise tax gross-ups with respect to executive compensation received upon a change in control

▪No “single trigger” payment or acceleration of benefits upon a change in control

▪Recoupment or “Clawback” of incentive compensation upon a restatement of the Company’s financial statements

▪Other policies. As discussed in more detail below at “Executive Compensation – Compensation Discussion and Analysis – Compensation and Other Policies”, the Board and the Compensation Committee have adopted other governance and compensation policies, including:

▪Insider Trading and Anti-Hedging / Anti-Pledging Policy

▪Equity Grant Policy

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Risk Oversight

The Board is responsible for oversight of management and the business affairs of the Company, including the management of risk. The Board oversees an enterprise-wide approach to risk management, intended to support the achievement of strategic objectives to optimize the organizational performance and enhance stockholder value while operating within the Company’s risk appetite statement. Although the Board has the ultimate oversight responsibility for the risk management process, the Board has generally delegated the responsibility of risk oversight activities to the Board’s Risk Committee. Certain other Board-level committees are delegated oversight of specific aspects of risk management. For example, human capital and incentive compensation risk is overseen by the Compensation Committee of the Board. Risk in corporate responsibility matters is overseen by the Governance and Nominating Committee. Although the Risk Committee has oversight of substantially all of the enterprise risk categories (with the Technology Committee having primary oversight of information technology and cybersecurity risk), the Audit Committee of the Board has primary reporting and oversight of certain programs and operating activities that have key risk management roles or attributes, including financial reporting, internal audit, external audit and most aspects of the compliance management program. The following graph shows the Board’s allocation of key risk topics to the various Board committees.

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To embed risk management into the front-line processes while maintaining a strong system of oversight, the enterprise risk management (“ERM”) Framework establishes a “Three Lines of Defense” model for risk governance. The Three Lines of Defense clarifies the roles and responsibilities of the Lines of Business (“LOBs”) (first line of defense), Independent Risk Management (second line of defense), and Internal Audit (third line of defense) relative to the management of risk, as well as provides a framework that supports the integrity of information escalated to the risk governance committees and to the Board. The three lines are balanced in importance and stature and must all operate effectively across the organization to enable strong risk management.

The ERM principles and related components detailed within the accompanying chart represent a summary of the Company’s overall ERM Framework.To provide clarity on the role of certain parties relative to the three lines of defense, all departments / functions have been mapped to each line of defense. There are instances and functions that transcend the three lines of defense that have responsibilities inclusive of those in the first and second lines of defense but other than risk-taking activities. Furthermore, a formal organizational structure is in place which outlines the chain of command/line of authority within each business area.

Management established an internal Executive Risk Committee (“ERC”), reporting to the Board's Risk Committee, chaired by the Company’s Chief Risk Officer (Mr. Oman), and comprised of executives responsible for all major categories of risk to provide management oversight and guidance related to the Company’s enterprise risk management, including the CEO and CFO. The ERC updates the Company’s risk appetite statement and enterprise risk management policy on an annual basis and establishes various risk tolerances focused on quantitative and qualitative key risk indicators, which are ultimately approved by the Board.

In addition, the Bank conducts a Capital Stress Test exercise to assess the capital adequacy in a stressed economic environment while ensuring alignment with the Board’s Risk Appetite. The Capital Stress Test Framework is part of the overall capital planning and management process. Management’s Capital Management Committee (“CMC”) is responsible for the governance, oversight, decision-making and approval for the annual capital stress test exercise. The CMC is designed to escalate matters, as necessary, to the Asset/Liability Committee (“ALCO”) and then to the Executive Risk Committee.

Controls are incorporated into the process, establishing principles and policies to ensure that the capital stress test exercise is governed and consistent with various stakeholder expectations. The capital adequacy assessment will underpin which capital actions can be carried out after the review of the capital stress test results and the appropriate approvals.

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Board’s Role in Human Capital Management and Talent Development

The Board believes that human capital management and talent development are vital to the Company’s continued success. They are integral elements of the Company’s strategic framework, and the Company strives to create a workplace with meaningful opportunities that will attract and retain the best and brightest in a historically competitive talent landscape.

The Board’s involvement in leadership development and succession planning is systematic and ongoing, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for succession planning for the CEO and oversight of other executive officer positions. The Governance and Nominating Committee oversees the development of the process and protocols regarding succession plans for the CEO, and annually reviews these protocols. To assist the Board, the CEO annually provides the Board with an assessment of senior managers and their potential to succeed to the position of CEO, developed in consultation with the Chairman and the Chair of the Governance and Nominating Committee. The Board meets regularly with high-potential executives, both in small group and one-on-one settings. During 2024, the Board oversaw the appointment of a new Chief Risk Officer in connection with Mr. Storms’ retirement. In addition, the Board reviewed and discussed the talent planning process with management as well as the succession plan for the entire Operating Committee as well as business-critical roles.

With respect to the broader organization, the Board is actively engaged in the oversight of the corporate culture and is continuously focused on supporting management developing a culture that is aligned with the Company’s long-term strategy. This includes reinforcing a set of behaviors throughout the Company that management believes are critical to empower performance, including voicing opinions fearlessly, raising the bar on talent and acting with integrity. In addition, the Board and its applicable committees regularly engage with employees at all levels of the organization to provide oversight on a broad range of other human capital management topics, which includes, among others, benefits, health and safety, and employee development. Employee feedback is considered in designing and evaluating employee programs and benefits and in monitoring current practices for potential areas of improvement. See “Governance – Corporate Responsibility Highlights”.

Corporate Responsibility Highlights

Overview

The Company’s vision is, “To be the flagship financial services firm headquartered in Texas serving the best clients in our markets.” In order to make that happen, the Firm needs to ensure it has the appropriate level of focus in the management of its corporate responsibility matters. The Firm takes a comprehensive approach to corporate responsibility that includes investing in its communities, creating a culture of strong corporate governance, and attracting and retaining the best talent. The Firm is deeply committed to fostering an environment where individuals feel valued, respected and empowered to succeed in a respectful, merit-based, performance-driven environment. The Company believes that this approach enables it to effectively serve its stockholders, clients, communities and colleagues.

While the Firm’s programs continue to evolve, it is currently focusing on creating value through the following prioritized areas: governance, sustainable finance, respectful workplace, engaging and empowering employees, philanthropy, employee giving and volunteerism, investment in affordable housing and taking a proactive approach to cybersecurity to protect Bank employees and customers. The Company continues to assess its strategy by listening and advocating for issues that matter most to its various stakeholders.

The Company launched a Stewardship Council in 2021, led by the Chief Legal Officer, which is responsible for oversight of corporate responsibility matters, including involvement of key internal executives and integration with the Bank’s strategy. During 2022, the Firm enhanced the Council by solidifying the monthly cadence of meetings, expanded the Council by adding additional executives to ensure all stakeholders are engaged to enhance the comprehensive approach, and identified gaps and other areas for improvement internally to drive further improvements that are aligned with the Firm’s strategy and mission.

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Areas of 2024 Focus

The Company continues to refine its focus on how its business impacts individuals, groups and communities around the world. As further described below, key accomplishments in 2024 included:

▪Heightened focus on supporting employees, clients and communities, which includes enhancing employee benefits and other programs to assist clients and provide local and regional support

▪Expanded efforts to advance respectful workplace effort initiatives, including

▪market-related activities

▪continued purposeful university hiring efforts

▪purposeful community-focused events

▪Greater transparency through increased internal reporting and disclosures

▪Partnered with the Texas Capital Foundation

▪Becoming the Employer of Choice in Texas for people interested in growing their career in financial services and offering benefits that improve lives:

▪improvements to the human capital management system

▪enhancements in financial, physical, emotional, and professional well-being

▪individualized credit training

▪enhanced new employee onboarding

▪continued offering of healthy cooking classes and incentives to improve physical and mental well-being

▪enhanced the Intern and Analysts Programs (STARS)

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Texas Capital Bank - Awards and Recognitions

▪2025 – Newsweek America’s Best Regional Banks & Credit Unions

▪2024 and 2025 – Bankrate Best Regional Bank

▪2024 and 2025 – GoBankingRates Best Money Market Accounts

▪2024 – GoBankingRates Best Southwest Regional Banks

▪2024 – D CEO Energy Awards – Financing/Capital Deal of the Year

▪2024 – ABF Journal 2024 Dealmaker of the Year

▪2024 – Texas Bankers Association Cornerstone Award

Much of what the Firm does with respect to corporate responsibility is smart business and, done right, leads to value creation. Management could not work effectively without extensive employee engagement, as described below. Another thing that shapes how the Company thinks about corporate responsibility is the fact that, because its primary operating subsidiary is a bank, it is already subject to some of the strictest regulation of any industry. Even with that high bar, the Company has been able to deliver on its strategic transformation plan and continues reinvesting in the communities it serves.

Governance and Reporting

The Company’s corporate responsibility program is under the primary oversight of the Governance and Nominating Committee, with the Compensation Committee focusing on human capital management (including talent management, employee engagement, executive succession planning and culture). Management reviews and discusses strategy, goals, practices and performance with the Board, which also receives management updates on progress, ratings, disclosures and stakeholder engagement. At the executive management level, the corporate responsibility program is led by the Chief Legal Officer, in collaboration with an advisory council established in 2021, now named the Stewardship Council, which ensures appropriate alignment and involvement from the Chief Executive Officer, other executive leaders and cross-functional management. In 2022, the Company published on its website a new landing page titled “Our Values in Action,” meant to highlight the Company’s corporate responsibility progress and initiatives in real-time rather than waiting to share the news in a quarterly or yearly periodical.

Operational Environmental Impact

The Company is focused on operating the business in a responsible and financially sustainable manner, as it believes it better serves its communities while also having a positive effect on operating expenses. The Company also believes that it’s important for its clients to reflect the values behind how it does business, which is why it endeavors to steward its capital and resources toward investments that drive value, and responsible and sustainable business practices.

The Firm’s corporate headquarters, Texas Capital Center, is located in a leased building that has been designated as a LEED Gold-certified building, and its newer lease, the North Dallas Campus, is also a LEED certified (Silver level) building. Additionally, the Firm’s branch-light operating philosophy allows it to avoid the impact on the environment of operating a large number of facilities, while still allowing it to serve clients with the level of service its clients have come to expect.

▪Construction techniques being used for the Texas Capital Center renovation incorporate waste diversion, paint low in volatile organic compounds, “Cradle to Cradle Certified” carpet, and other practices and methodologies to promote a sustainable environment.

▪Design elements such as daylight harvesting, and touchless faucets and water closets are being incorporated in Texas Capital Center to ensure healthy and optimized lighting levels and energy savings.

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▪Sustainable Finance.

The Firm’s lending agreements require that energy industry and real estate construction clients comply with all applicable federal, state and local environmental regulatory requirements. The Company is proud to support clients who excel in sustainable business practices.

As part of the regular process around engaging with clients and potential clients, the Bank’s “know your customer" program and due diligence assessments help evaluate potential risk factors so that the Company can remain committed to doing business in the most responsible way possible.

Human Capital Management

The health, safety and well-being of employees and clients is of paramount importance. This includes financial, physical, mental and social well-being.

▪Health & Safety. The Company’s policy is to provide a safe and healthy workplace. In 2024, the Company continued its support of employees, clients and communities in a variety of ways.

▪The Company maintained focus on the health and safety of every employee. With the continued focus on the business continuity plan, every employee can be accounted for in the event of an emergency and routines were developed to communicate roles and responsibilities.

▪Focused on improved safety and enhancements to most of our locations across the State of Texas.

▪Moved to a new mental health provider resulting in additional counseling sessions at no additional cost, as well as enhanced physical health support for employees.

▪The TCB Employee Disaster Relief Fund exists to help employees who are facing financial hardship immediately after a natural disaster or an unforeseen personal hardship. The Fund relies primarily on individual donations from employees and support from the Bank to fund this program. Every contribution helps and when combined with the donations of others can provide a tax-free grant (USA) to help a fellow employee in need when they are facing the unexpected. The program is financially supported by 100% of the Firm’s Operating Committee.

▪Respectful Workplace.Our biggest asset is our people. Having a workplace where all employees feel valued, and respected, and have an opportunity to exceed, is an integral part of the strategy to build a strong, performance-driven culture where employees can reach their full potential professionally and personally. The Firm’s initiatives around ensuring a respectful workplace are a driver and an enabler for employees to thrive within the Firm’s teams, with clients, and in the Firm’s communities.

The Firm is committed to doing the right thing for our employees, clients, investors and stakeholders; and performance continues to be a focus by hiring and retaining the best talent expected to produce results and increase stockholder value.

▪Workplace Culture.

The Firm is deeply committed to fostering an environment where individuals feel valued, respected, and empowered to succeed as outlined in our firm values. Our goal is to create a culture where employees are motivated by the opportunity to use their talents and skills toward the Firm’s success, and all individuals feel a sense of belonging as they contribute to the Firm’s mission. This reflects our approach to workplace culture and equal opportunity.

Recruiting Talent. The Firm will continue to invest in recruiting strategies to hire the best talent to serve our clients and communities.

Employee Resource Groups (ERG). The focus in 2024 for all ERGs was on building the business. This included everything from local community events to development topics throughout the year. In addition to advancing educational awareness, the ERGs led the way in creating opportunities for employees to give back to the communities the Firm serves through volunteerism.

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Attracting The Best Talent: Performance-Driven Opportunities. The Firm believes the foundation of success lies in hiring and retaining the best talent based on qualifications, skills, and experience. All decisions regarding hiring, promotions, compensation and other opportunities are made with an emphasis on merit and individual contributions. The Firm does not implement quotas, targets, or other metrics that prioritize demographic factors over individual capabilities. Instead, the Firm evaluates employees and candidates based on objective criteria, including their education, experience, achievements and ability to deliver results. This ensures that every individual has an equal opportunity to thrive, develop and advance based on their efforts and accomplishments. Our approach reflects our belief that, when the most qualified individuals are empowered to succeed, the Firm as a whole benefits and we create an environment that fosters excellence and opportunity.

In its efforts to attract the best talent, the Firm continued to refine its talent pipeline through intern and early career programs. Resources were created for hiring managers, and all hiring managers were required to complete online training. The Firm filled over 500 roles in 2024, with approximately 25% of those roles filled by internal candidates.

Developing Our Talent. The Firm is committed to supporting the development of its employees at every level in the organization. Every employee is given the opportunity to grow and develop his or her career through formal training and on-the-job experience. In 2024, employees actively engaged in nearly 80,000 hours of learning to develop both technical and leadership skills. Approximately 20% of the employee population expanded or changed roles as part of their career growth and professional development.

In 2024, part of the Firm’s training and development included:

▪Revising and updating critical annual regulatory compliance and mandatory corporate training for all employees.

▪Building and delivering technical, job-specific skills training for areas such as operations, sales, credit and technology.

▪Launching information sessions for all employees on how to own their own career

▪Refining the analyst program to enhance focus on critical credit training, technical training and leadership skills.

▪Continuing the new manager development program that supports management integration and development to enable success.

▪Designing and implementing a First Year Experience program for new hires.

As an organization, the Firm has had and continues to have purposeful focus on attracting, developing, engaging and retaining talent. Focus on these foundational components drives sustainable success, resulting in the advancement of talent and growth of the Firm. Being an employer of choice requires a concerted effort and being intentional in all that the Firm does.

The Firm is committed to providing employees with the resources necessary to successfully drive their careers. To facilitate this, the Firm implemented a Leadership Model that identifies the critical skills and behaviors necessary to be successful at every level. Additionally, the Firm has created Success Profiles, which describe the critical knowledge, skills and abilities needed for every role in the Firm. These tools work together to help employees identify areas to focus on to qualify for promotion and role expansion.

Because the Firm wants employees to be successful in their role, it offers technical training to upskill on systems, methodologies and processes needed to best serve our clients.

Each year, the Firm continues to refine and update its early career program for both interns and college graduates to ensure that this emerging talent has strong credit and technical skills to achieve the Firm’s goals and best serve its clients. Additionally, the Firm empowers its analysts through targeted leadership training, resulting in building partnerships and a network across the Firm.

Managers play a critical role in the success of their employees. The Firm has a manager training program with regular installments focused on upskilling managers and ensuring they have the tools needed to coach employees. This year, the Firm implemented a program for new managers (hired or promoted) that focuses

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on critical tasks and responsibilities for managers and provides training on important leadership and management skills that will enable them to be impactful leaders. It also provides meaningful connection with leaders and peers across the Firm to help ensure they are set up for success.

The Firm continues to hold information sessions for managers and employees to learn more about new processes being implemented or important topics that increase job effectiveness.

Engaging Our Talent. In 2024, the Firm launched its first employee engagement survey under the current management team. The survey resulted in over 80% employee participation and provided valuable insights for management into what is going well and where there is opportunity to do better.

The Firm continued to have quarterly fireside chats with the CEO for senior leaders. This enables the CEO to speak directly with senior leaders, post-earnings, and discuss items that are top of mind, ensuring alignment on priorities and upcoming milestones/events. Additionally, this forum gave the team a chance to ask questions, engaging leaders in a meaningful and impactful way.

The First Year Experience was designed to ensure that all new hires have a positive transition into the Firm. This program focuses on key components of the business model and operating model. It allows for more connection to leaders of the Firm, information on the ERGs and volunteer opportunities, as well as the information needed to springboard new employees into their role with a foundation that enables success.

Every employee is encouraged to have a development plan that is being discussed with their direct manager throughout the year. This process, along with success profiles, provides employees the tools and feedback needed to advance their career.

There are many other opportunities for employees to engage with others across the Firm, including volunteer events and various wellness programs.

Retaining Our Talent. The Firm’s talent planning process facilitates a discussion with senior leaders about talent. This year, there was increased focus on individual development plans to foster clarity for professional success and leadership growth.

The Firm’s performance management process includes setting goals, mid-year conversations and year-end performance evaluation – all of which are documented in the human capital management system. These targeted conversations allow managers to coach performance, guide career development, and manage performance. The Firm’s pay-for-performance culture enables it to retain the best talent and encourage their progress and development.

The Firm continues to offer competitive pay and benefits and strive to make improvements each year while managing cost.

The Firm utilized feedback from exit interviews to drive improvements where possible.

▪Community Impact.The Firm has always been committed to helping build and transform the communities it serves by making strategic financial investments in the community and promoting a strong corporate culture of volunteerism. The Firm’s Community Impact Program exists to help reduce barriers that stand in the way of the historically underserved becoming healthy, resilient and prosperous.The Community Impact Program accomplishes this in three ways: through lending in quality affordable housing and other services and educational facilities; through investing in various funds that infuse capital into growing small businesses; and through service in giving of our time, talent and resources to help support nonprofit organizations serving the needs of individuals and families in these communities.

Community Impact Lending. Texas Capital Community Development Corporation (TCCDC), a wholly owned subsidiary of the Firm, exists to make loans and investments to help revitalize and stabilize low- and moderate-income (LMI) communities within our Texas markets. This impact lending creates a ripple effect in communities where there is a historic lack of investment and resources.

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Governance

In 2024, the Firm financed $427.5 million in community development lending. These loans helped create 661 affordable housing units, 430 permanent jobs, three new school buildings, two new medical facilities, and one amusement park.

Impact Lending Highlights:

▪Texas has a shortage of workforce housing for low-income families. With the influx of new “market rate” multi-family housing in historically low- to moderate-income communities, families are being priced out of these communities. Public Housing Agencies play a key role in helping preserve affordability by leveraging their tax-exempt status in new public/private developments. In 2024, the Bank financed a 228 mixed-income multi-family housing development in Houston, Texas, with 100% tax exemption for 99 years provided 50% of the units (114) are restricted to tenants at 80% of area median income and 40% of the units (92) are restricted to families at no more than 160% of area median income. As housing and rents continue to rise, programs like this are crucial to maintaining affordability.

▪As a member of the Federal Home Loan Bank of Dallas (FHLB), the Bank leverages all FHLB housing programs available to members to help create affordable housing for thousands of households, homeowners and renters. In 2024, the Bank submitted 10 Affordable Housing Program (AHP) applications and, through a very competitive process, 3 of 10 applications were awarded totaling $6 million in AHP funding. The developments included a new 60-unit transitional and supportive housing development for women and children, a 96-unit housing for homeless men and 52 units of permanent, supportive housing for veterans.

▪The Firm’s Government, Nonprofit and Institutions (GNI) team specializes in loan products and services to organizations serving the needs of under-resourced communities and provides impactful financing for expansion of charter schools, nonprofit services and municipalities. The GNI team financed construction of a new charter school campus in Houston, Texas. The new campus will allow the school to grow the current student population from 855 to over 1200 students, of which 85% are considered disadvantaged and/or have free or reduced lunch.

Community Impact Investing. TCCDC makes strategic investments in lending consortia funds that provide equity and subordinated debt to small and growing businesses. These investment funds include Small Business Investment Corporations (SBICs), Community Development Financial Institutions (CDFIs) and real estate funds that invest in preserving affordable multi-family housing. The Bank is also a leader in strategic partnerships with and investments in nonprofit entities that infuse capital into small-to-midsize businesses. In 2024, TCCDC invested $36.5 million in various funds that provided much needed capital to these constituents.

Impact Investing Highlights:

▪Invested $10 million in an SBIC fund that operates in the Critical Technology areas. This fund is one of two in the country that works in conjunction with the Small Business Administration (SBA) and the Department of Defense in providing funding to businesses in cybersecurity and other areas of defense.

▪Invested $3 million in an SBIC to provide senior secured debt, mezzanine debt and equity investments targeting small business franchises with multi-unit business models and creating new jobs in LMI communities.

Community Impact Services. The Firm envisions communities where all families have access to a great quality of life, an education that will prepare them for success and the support they need to thrive. Through Texas Capital Foundation, the Firm has always upheld its philanthropic commitment to the communities it serves under the three pillars of Live, Learn and Lift.

▪Live: Responding to the basic needs to support quality of life

▪Learn: Providing educational opportunities for a lifetime of success

▪Lift: Supporting transitional and supportive services for individuals, small businesses and veterans

In 2024, the Firm invested more than $4.1 million in philanthropic gifts through Texas Capital Foundation grants and corporate giving to over 100 organizations throughout the Company’s Texas communities.

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Governance

In addition to philanthropic giving, the Firm’s employees are the heartbeat of the Firm and regularly volunteer their time, talent and resources to serve nonprofits and other organizations that help uplift people in need. In 2024, employees served over 6,200 volunteer hours by repairing homes for elderly residents, restocking food pantries, building playgrounds, teaching kids how to code and teaching financial well-being courses.

Philanthropic & Service Highlights:

▪Texas Capital Foundation pledged one of its largest grants of $1 million to The National Medal of Honor Museum in Arlington, Texas. The National Medal of Honor Museum is a museum that honors United States Armed Forces Medal of Honor recipients, founded and funded by the National Medal of Honor Museum Foundation. It educates the public by sharing Medal of Honor values and the engaging stories of recipients and their sacrifices for our nation. The National Medal of Honor Museum serves as the premier national institution dedicated to the stories, impact and legacy of service members and focuses on the six fundamental character values embodied in the Medal of Honor: courage, sacrifice, commitment, integrity, citizenship and patriotism.

▪Texas Capital Foundation also provided grant funding for Alamo Trust Inc. (Texas Alamo) for the new Texas Cavaliers Education Center that will feature the Texas Capital STEAM (Science, Technology, Engineering, Art and Mathematics) Learning Lab, connecting science with Texas history. Children will study preservation and archaeology of the Alamo site through hands-on science and art activities. The STEAM Lab will engage students of all ages with interactive approaches to history, combining archaeology, physics, art and more. The Lab invites learners of all ages to make discoveries and unlock interdisciplinary potential at the Alamo.

Supporting Others Through Philanthropy and Service Highlights. The Firm has an abiding commitment to supporting organizations that help under-served businesses with the technical assistance they need to grow their businesses. In 2024, the Firm funded several such programs across our Texas markets.

▪The Firm was a presenting sponsor and panelist at a summit that focused on providing information on access to capital and banking relationships.

▪The Firm is a leading strategic partner of the Business Beyond the Battlefield Summit, a program geared toward equipping veteran entrepreneurs and small business with the financial and technical tools they need to scale their businesses. The Firm served as a session moderator and provided small business product information to participants.

▪The Firm partnered with a Texas workforce development organization to provide financial literacy education to vulnerable members of the Austin and Central Texas community. Bilingual classes are taught in person and focus on budgeting, saving and investing, building credit, credit reporting and controlling debt.

▪Political Activities.

Corporate responsibility includes participation from time to time in the political and public policy process, specifically in areas that impact the banking industry, as well as clients, stockholders, employees and communities. It is important that the Firm engage with legislators and policymakers, where appropriate, and support initiatives to advocate constructively for the long-term interests of the Company’s business and key constituents. The Company participates in the political process through contributions from its political action committee (“PAC”). The PAC annually solicits contributions from eligible employees and makes bipartisan contributions in compliance with local, state, and federal election laws. All political contributions are approved by a separate PAC Board comprised of senior executives and employees of the Firm. The Company does not use corporate funds to make direct political contributions to candidates for public office or groups organized to influence political campaigns under Section 527 of the Internal Revenue Code. The Firm is a member of several financial services-related trade associations across Texas and the United States that help further the interests of the Firm’s business and key constituents through effective grassroots advocacy on behalf of the industry. The Governance Committee recognizes the importance of appropriate governance and risk management of the Company’s corporate political activities, and reviews activities for alignment with the Company’s business, strategy, and corporate values, as well as compliance with applicable laws and regulations.

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Governance

Governance

▪Corporate Governance.

Strong corporate governance practices support the Firm’s overall effectiveness and enable the Firm to manage its business and maintain its integrity in the marketplace. The Company believes strong governance is essential and constructive at all levels, from the Board to executive management and throughout the Firm.

For more information about the Firm’s governance practices, see “Board and Corporate Governance: Strong Governance Practices” and “Compensation Governance Best Practices”. During 2024, directors and management met with stockholders to discuss governance matters and related matters and issues, and to better understand how these fit into their investment analysis and decision making. See “Stockholder Engagement” below.

Because the Company’s primary operating subsidiary is a bank, the Bank has robust controls and reviews, which cover everything from stress testing to anti-money laundering activities. As noted above, the Firm has a strong ERM Framework allowing the Firm to examine potential risk at multiple levels and with internal executive- and Board-level oversight.

▪Information Security.

In 2024, the Firm further enhanced its security program to battle the growing cyber threat. These included, among other things, enhancing its DevSecOps capabilities with best in class technologies, re-platforming the security policy management solution, modernizing the data security posture management platform, and continuing to mature its overall cybersecurity program, which included independent third-party validation. These enhancements contribute to the Company’s ability to protect its employees, clients and third-party partners.

Additionally, the Firm continued enhancing its capability to address cyber threats – an industry-wide growing risk that is ever evolving. In that regard, the Firm bolstered its security operations by investing in new and innovative training for cyber defenders, deploying a next generation security operations platform, engaging a third party to assess and review the Firm’s incident response plan, and conducting an external AI defense assessment. These capabilities resulted in assisting clients in protecting funds, and defending the Firm from cyber threats, while providing peace of mind and engendering the trust of employees and clients.

The Firm maintained its focus on employees and clients by enhancing the Cyber Education and Awareness program that included enhanced Phish testing, educational videos, cybersecurity training, and multiple cybersecurity presentations from the Federal Bureau of Investigations, highlighting the strong partnership the Firm maintains with law enforcement and its clients and customers in each market to educate and highlight how cyber threats may affect them and what the Firm does to protect and combat these threats.

▪Code of Conduct and Ethics.

The Company’s Code of Conduct and Ethics is updated yearly, and all directors, officers, and employees are required to adhere to the principles of honesty and transparency set forth in the Code of Conduct and Ethics and Company policies.

The above summary reflects selected highlights of the Firm’s various corporate responsibility efforts and is not an exhaustive list.

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Governance

Stockholder Engagement

The Board and management team greatly value the perspectives and feedback of the Company’s stockholders, which is why they maintain an ongoing, proactive engagement with stockholders throughout the year in a variety of ways. Throughout the year, the Investor Relations team and executive leaders regularly meet with current stockholders, prospective investors, and investment research analysts. These meetings typically include the Company’s CEO, CFO, and Investor Relations Team in order to engage stockholders and solicit feedback on various topics relevant to the Company’s strategy and performance. Additionally, management attended numerous investment analyst sponsored industry conferences and conducted a non-deal roadshow to meet both in person and virtually with existing and prospective investors.

In Fall 2024, two directors – Mr. Stallings (the Chairman) and Mr. Huntley (the Compensation Committee Chair) – and members of executive management continued engagement efforts, meeting with many investors to discuss progress under the strategic plan, executive compensation and other topics outlined below. In some instances, the directors and management discussed the voting results on the Company’s 2024 Say on Pay Vote, which was higher than the prior year. For more information, see“Executive Compensation – 2024 Say on Pay Vote and Stockholder Engagement” below. Overall, the engagement meetings were positive and constructive with many investors expressing appreciation for the Company’s strategy and new executive team, and additional discussion concerning the compensation plans. The Company continually evaluates enhancements to its corporate governance, corporate responsibility and executive compensation practices, and appreciates engaging with key stakeholders, including stockholders, in the evaluation of these enhancements.

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Governance

Committees of the Board of Directors

The Board has five standing committees:

•Audit Committee

•Risk Committee

•Governance and Nominating Committee

•Compensation and Human Capital Committee

•Technology Committee

The following table sets forth the current composition of the committees as of the date of this Proxy Statement and the number of meetings of each committee during 2024.

A general description of the functions performed by each committee is set forth below. For more information about the risk oversight delegated to each committee, see “Risk Oversight” above beginning on page 31.

▪Audit Committee. The Audit Committee oversees the Company’s and the Bank’s processes related to financial and regulatory reporting, internal controls, and regulatory and legal compliance. The Audit Committee also oversees the Company’s internal controls over financial reporting, management’s preparation of the financial statements of the Company, the Company’s methodology for establishing the allowance for credit losses and the sufficiency of quarterly provisions for credit losses, and reviews and assesses the independence and qualifications of the Company’s independent registered public accounting firm. The Audit Committee appoints the firm selected to be the Company’s independent

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Governance

registered public accounting firm and monitors the performance of such firm, reviews and approves the scope of the annual audit and quarterly reviews and reviews with the independent registered public accounting firm the Company’s annual audit and annual consolidated financial statements. The Audit Committee also oversees the Company’s internal audit staff, which includes reviewing with management the status of internal accounting controls, and evaluates areas having a potential financial or regulatory impact on the Company that may be brought to the Audit Committee’s attention by management, the independent registered public accounting firm, the Board or by employees or other sources, including the Company’s confidential “hotline” maintained to allow employees to make confidential reports of matters requiring attention.

The Board determined that all of the Audit Committee’s members are able to read and understand fundamental financial statements and are independent of management as contemplated by the current listing standards of the Nasdaq Stock Market and SEC rules. The Board also determined that five members of the Audit Committee, Messrs. Baliff, Browning, Hyle, Long and Tremblay, as well as directors Mr. Holmes, Mr. Midkiff and Ms. Whitley, qualify as “audit committee financial experts” as defined by the SEC and also satisfy the Nasdaq Stock Market’s financial sophistication requirements. The Board adopted a written charter for the Audit Committee.

▪Risk Committee. The Risk Committee oversees the Company’s policies and processes related to risk identification, assessment, monitoring and management, including the establishment of a comprehensive risk framework for the Company and setting and monitoring the risk appetite of the Company. See “Risk Oversight” above. The Board determined that all of the members of the Risk Committee, including the Chairman, are “independent” directors. The Board adopted a written charter for the Risk Committee.

▪Governance and Nominating Committee. The Governance and Nominating Committee (“Governance Committee”) oversees the corporate governance policies for the Company and identifies, screens, recruits and recommends director candidates to the Board. The Governance Committee makes recommendations concerning the composition of the Board and its committees, considers any corporate governance issues that arise and develops appropriate recommendations, develops specific criteria for director independence, and assesses the effectiveness of the Board. The Board adopted a written charter for the Governance Committee.

The Governance Committee regularly reviews the overall composition of the Board and its Committees to assess whether it reflects the appropriate mix of skills, experience, backgrounds and qualifications that are relevant to the Company’s current and future business and strategy, and to introduce fresh perspectives and broaden the views and experience represented on the Board. The Governance Committee considers industry knowledge and other business expertise, personal traits such as character, integrity and wisdom, and the candidate’s understanding of business operations, marketing, finance or other aspects relevant to the success of a large publicly-traded corporation, with a bank subsidiary, in today’s business environment, among other factors, when evaluating candidates for the Board. These considerations ensure the Board is comprised of individuals who are able to contribute a variety of viewpoints, which the Governance Committee believes is an important component in ensuring that the Board exercises good judgment and diligence.

The Governance Committee evaluates and recommends individual director candidates in the context of the needs and then-current make-up of the Board as a whole. The objective is to recommend individuals who will, acting as a group, contribute to the success of the Company’s business and advancement of stockholder interests through the exercise of sound judgment.

The Governance Committee regularly assesses whether any vacancies are expected due to retirement or otherwise, and the need for particular expertise on the Board. Candidates may come to the attention of the Governance Committee from current directors, stockholders, professional search firms, officers or other persons. The Governance Committee considers individuals recommended by stockholders in the same manner and to the same extent as it considers director nominees identified by other means. See Additional Information” below. All candidates are reviewed in the same manner regardless of the source of the recommendation.

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Governance

▪Compensation and Human Capital Committee. The Compensation and Human Capital Committee (“Compensation Committee”) advises management and makes recommendations to the Board with respect to the compensation and other employment benefits of the named executive officers of the Company. The Compensation Committee also oversees the Company’s long-term incentive and annual incentive programs for executive officers and employees. The Board adopted a written charter for the Compensation Committee.

The Board determined that all of the Compensation Committee’s members are independent of management as contemplated by the current listing standards of the Nasdaq Stock Market, and are also independent under SEC rules, including SEC Rule 16b-3. For more information regarding the Compensation Committee’s processes and procedures for the consideration and determination of executive compensation, see “Compensation Discussion and Analysis” later in this Proxy Statement.

▪Technology Committee. The Technology Committee assists the Board in fulfilling its oversight responsibilities and promoting effective information technology governance related to the Company’s information technology strategy, operations and risk management, including oversight of information technology and cybersecurity risk, and significant information technology investments in areas such as, cybersecurity, strategy, risk management and emerging technology developments. See “Risk Oversight” above. The Board has determined that all of the members of the Technology Committee, including the Chair, are “independent” directors. The Board adopted a written charter for the Technology Committee.

▪Trust Committee. In addition to the Board’s five standing Committees, the Board established in January 2025 a Trust Committee of the Bank comprised of three independent members of the Board to supervise the trust and fiduciary activities of the Bank, Mr. Rosenberg (Chair), Mr. Long and Ms. Whitley. Members of the Trust Committee will receive compensation at the same rate as the chairs and members of the standing committees.

Additional Governance Matters

Communications with the Board

Stockholders may communicate with the Board, including the non-management directors, by sending an e-mail to bod@texascapitalbank.com or by sending a letter to the Board, c/o Corporate Secretary, Texas Capital Bancshares, Inc., 2000 McKinney Avenue, 7 th Floor, Dallas, Texas 75201. The Corporate Secretary has the authority to disregard any inappropriate communications or to take other appropriate actions with respect to any such inappropriate communications. If deemed an appropriate communication, the Corporate Secretary will submit stockholder correspondence to the Chairman of the Board, the Lead Independent Director or to any specific director to whom the correspondence is directed.

Code of Business Conduct and Ethics

The Company adopted a Code of Business Conduct and Ethics (“Code of Conduct”) that applies to all of its directors and employees, including its CEO, CFO, and Chief Accounting Officer. The Code of Conduct is available on the Company’s website at https://investors.texascapitalbank.com/governance-responsibility/governance-documents/default.aspx. Any amendments to, or waivers from, the Code of Conduct applicable to the executive officers will be posted on the Company’s website within four days of such amendment or waiver.

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Director Compensation

Director Compensation

Director Compensation Process

The Company’s director compensation program is intended to enhance its ability to attract, retain and motivate non-employee directors of exceptional ability and to promote the common interest of directors and stockholders in enhancing the value of common stock. The Board reviews director compensation every two years based on recommendations by the Compensation Committee (in consultation with the Governance Committee). The Compensation Committee has the authority to engage a consulting firm to evaluate director compensation and, since 2018, has engaged Pearl Meyer to assist in setting director compensation. The Compensation Committee reviews director compensation taking into account multiple factors, including pay practices at publicly traded companies, continued expansion of director, committee chair and Board Chairman responsibilities, and the growing time commitment. The Committees and the Board base their determinations on director compensation on recommendations from Pearl Meyer and on market practices and reviewing trends at other S&P 500 companies and compensation peer companies (outlined below). The Compensation Committee continues to look at the structure of Board compensation to more align with industry and peer groups. The Board approved a new director compensation package effective April 19, 2022.

Under the Company’s 2022 Long-Term Incentive Plan, approved by stockholders in 2022, with respect to any one calendar year, the aggregate compensation that may be granted to any individual non-employee director, including all meeting fees, cash retainers and retainers granted in the form of awards, shall not exceed $500,000; provided, however, that the Board may, in its sole discretion, make exceptions to such limit in extraordinary circumstances if it determines in its sole discretion that such exception is advisable.

2024 Director Compensation

The following are the annual retainers and fees paid to the directors for service on the Board and committees during 2024 (pro-rated as applicable):

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Director Compensation

2024 Director Compensation Table*

The following table contains information pertaining to the compensation of the Company’s Board for fiscal year 2024. Amounts below also include fees paid for service on subsidiary board committees.

*Columns for which no amounts are reported have been deleted. Mr. Holmes is also a director of the Company but he receives no separate compensation for his service as a director. His compensation is included in the “2024 Summary Compensation Table” below.

(A)Amounts represent meeting fees paid upon attendance of board and committee meetings, annual retainer fees and fees for service as chairman of the board or a committee.

(B)Amounts represent the aggregate grant date fair value of time-based RSUs, determined in accordance with Accounting Standard Codification (ASC) Topic 718. On April 23, 2024, the then currently serving directors received 1,330 RSUs, with a grant date fair value of $60.16 per share, which will vest in full on April 23, 2025. On June 3, 2024, Mr. Midkiff received 1,134 RSUs, with a grant date fair value of $58.83 per share, which will vest in full on April 23, 2025. Messrs. Browning, Hyle, and Rosenberg elected to defer vesting of 100% of their award of such units until their respective date of separation from the Board. Mr. Tremblay elected to defer vesting of 100% of his award of such units until the earlier of 5 years from the date such awarded units become vested units, or the date of separation from the Board.

(C)As of December 31, 2024, each of the current directors (other than Mr. Holmes) held 1,330 unvested RSUs, except for Mr. Midkiff who held 1,134 unvested RSUs.

Director Stock Ownership Guidelines

The Board established stock ownership guidelines for directors to further align their interests with the long-term interests of stockholders. Directors are expected to beneficially own shares of common stock having a value of at least five times the cash portion of the annual retainer paid to independent directors. The types of securities that count toward the required ownership guideline include (i) shares of common stock owned outright, whether individually or through beneficial ownership in a trust or entity, and (ii) vested or unvested time-based RSUs. Directors may not dispose of any such shares unless they own, and will continue to own, common stock with a value at or above that level. As of the computation date, December 31, 2024, all of the then current independent directors had attained the minimum stock ownership levels based on holdings, except for Mr. Midkiff, who joined the Board in 2024.

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Stock Ownership Information

STOCK OWNERSHIP INFORMATION

Principal Stockholders and Beneficial Owners

The following table sets forth information as of the record date for the Annual Meeting, February 19, 2025 (except to the extent indicated otherwise in the footnotes below), concerning the beneficial ownership of the Company’s common stock by each person the Company knows to beneficially own more than 5% of the issued and outstanding shares of common stock.

• Percentage is calculated on the basis of 46,124,746 shares, the total number of shares of common stock outstanding on February 19, 2025.

(A) Based on the most recently available Schedule 13G/A filed with the SEC on January 23, 2024 by BlackRock, Inc. (“BlackRock”). According to its Schedule 13G/A, BlackRock reported sole voting power with respect to 5,888,415 shares and sole dispositive power with respect to 5,998,709 shares. Various persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares the Company’s common stock reported. No one person's interest in the shares of common stock reported is more than five percent of the total outstanding common stock, as of the date the Schedule 13G/A was filed. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of the Company’s common stock. The address for BlackRock is 50 Hudson Yards, New York, NY 10001.

(B) Based on the most recently available Schedule 13G/A filed with the SEC on February 13, 2024 by The Vanguard Group (“Vanguard”). According to its Schedule 13G/A, Vanguard reported shared voting power with respect to 32,094 shares, sole dispositive power with respect to 4,805,652 shares and shared dispositive power with respect to 82,584 shares. According to the Schedule 13G/A filed by Vanguard, one or more other persons were known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Company’s common stock reported. No one other person's interest in the common stock reported was more than five percent of the total outstanding common stock, as of the date the Schedule 13G/A was filed. The Schedule 13G/A contained information as of December 29, 2023 and may not reflect current holdings of the Company’s common stock. The address for Vanguard is 100 Vanguard Blvd., Malvern, PA 19355.

(C) Based on the most recently available Schedule 13G/A filed with the SEC on November 14, 2024 by T. Rowe Price Investment Management, Inc. (“T. Rowe”). According to its Schedule 13G/A, T. Rowe reported sole voting power with respect to 3,264,688 shares, and sole dispositive power with respect to 3,277,403 shares. The Schedule 13G/A contained information as of September 30, 2024 and may not reflect current holdings of the Company’s common stock. The address for T. Rowe is 101 E. Pratt St., Baltimore, MD 21201.

(D) Based on the most recently available Schedule 13G/A filed with the SEC on February 9, 2024 by Dimensional Fund Advisors LP (“Dimensional”). According to its Schedule 13G/A, Dimensional reported sole voting power with respect to 3,216,928 shares and sole dispositive power with respect to 3,265,086 shares. Dimensional provides investment advice to four registered investment companies and acts as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (collectively, the “Funds”). In certain cases, subsidiaries of Dimensional may act as an advisor or sub-adviser to certain Funds. In its role as investment adviser, sub-adviser and/or manager, Dimensional or its subsidiaries may possess voting and/or investment power over the securities of the issuer that are owned by the Funds, and may be deemed to be the beneficial owner of the shares. However, all shares are owned by the Funds, and Dimensional disclaims beneficial ownership of such shares. The Schedule 13G/A contained information as of December 29, 2023 and may not reflect current holdings of the Company’s common stock. The address for Dimensional is 6300 Bee Cave Road, Building One, Austin, TX 78746.

(E) Based on the most recently available Schedule 13G/A filed with the SEC on January 25, 2024 by State Street Corporation (“State Street”). According to its Schedule 13G/A, State Street reported shared voting power with respect to 330,982 shares and shared dispositive power with respect to 2,844,869 shares. The Schedule 13G/A contained information as of December 31, 2023 and may not reflect current holdings of the Company’s common stock. State Street’s address is State Street Financial Center, 1 Congress St., Suite 1, Boston, MA 02114.

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Stock Ownership Information

Ownership of Management

The following table sets forth information as of the record date for the Annual Meeting, February 19, 2025, concerning the beneficial ownership of the Company’s common stock and the Company’s depositary shares representing a 1/40th interest in one share of the Company’s 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, by: (a) each director, director nominee, and named executive officer (“NEO”); and (b) all of the Company’s executive officers and directors as a group. The persons named in the table have sole voting and investment power with respect to all shares they owned, unless otherwise noted. In computing the number of shares beneficially owned by a person and the percentage of ownership held by that person, shares of common stock subject to options, restricted stock units (“RSUs”) or stock appreciation rights (“SARs”) held by that person that are currently exercisable or will become exercisable or vest within 60 days of February 19, 2025 are deemed exercised and outstanding.

• Percentage is calculated on the basis of 46,124,746 shares of common stock, and 12,000,000 depositary shares representing a 1/40th interest in one share of the Company’s 5.75% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, each outstanding on the record date, February 19, 2025.

** Less than 1% of the issued and outstanding shares of the class.

(1) Unless otherwise stated, the address for each person in this table is 2000 McKinney Avenue, 7 th Floor, Dallas, Texas 75201.

(2) Includes 2,710 shares held by Ms. Arbour, as well as 1,631 deferred shares.

(3) Includes 18,343 shares held by Mr. Browning, as well as 1,631 deferred shares.

(4) Includes 10,012 shares held by Mr. Hyle, as well as 3,008 deferred shares.

(5) Includes 1,377 deferred shares held by Mr. Rosenberg, 2,646 shares held by the Rosenberg Family Trust, and 35,357 shares held by EAD Investments, Ltd. Mr. Rosenberg and his spouse are the beneficiaries of the two trusts that have equal ownership of EAD Investments, Ltd.

(6) Includes 17,479 shares held by Mr. Scurlock, as well as 378 RSUs that will vest within 60 days.

(7) Includes 283,631 shares held by Mr. Stallings and 85,039 shares held by SCG Ventures LP. Mr. Stallings and his spouse are the owners of Stallings Management LLC that is a general partner of SCG Ventures LP.

(8) Includes 84,587 depositary shares held by Mr. Stallings, 215,413 depositary shares held by SCG Ventures LP and 40,000 depositary shares held by the Stallings Foundation.

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Stock Ownership Information

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, as well as persons who beneficially own more than 10% of a registered class of its equity securities, to file initial reports of beneficial ownership and reports of changes in beneficial ownership with the SEC. The Company, based solely on a review of its Section 16(a) reports filed during 2024, believes that the required Section 16(a) reports were filed on a timely basis by its directors and executive officers, except that a Form 4 reflecting gifts of common stock on May 25, 2022 (to a family trust) and on July 29, 2024 (to an affiliated entity) was filed for Steven P. Rosenberg on October 31, 2024.

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Audit Matters

AUDIT MATTERS

Audit Committee Report

The purpose of the Audit Committee is to oversee the Company’s processes related to financial and regulatory reporting, internal controls, and regulatory and legal compliance. This includes the internal controls over financial and regulatory reporting of the Company, the audits and financial statements of the Company and the performance, independence and qualifications of the independent auditor and internal auditors of the Company. The Audit Committee serves as the primary communication link among the Board, the independent public accounting firm, and the Company’s internal auditors. As noted above, the Audit Committee operates pursuant to a written charter adopted by the Board, and each member has been determined by the Board to be independent under applicable legal requirements.

Company management is responsible for the financial statements and the reporting process, including the system of disclosure controls and procedures and the internal controls over financial reporting. The independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the Company’s consolidated financial statements and expressing an opinion on the conformity of the audited financial statements with generally accepted accounting principles in the United States and on the effectiveness of the Company’s internal controls over financial reporting.

In the performance of its oversight function, the Audit Committee reviewed and discussed with the Company’s management and the Company’s independent registered public accounting firm the audited financial statements of the Company for the year ended December 31, 2024.

The Audit Committee discussed with the Company’s independent registered public accounting firm the matters required to be discussed pursuant to the Public Company Accounting Oversight Board Auditing Standard, Communications with Audit Committees, and as required by the SEC. The Audit Committee received and reviewed the written disclosures and the letter from the Company’s independent registered public accounting firm under applicable requirements of the Public Company Accounting Oversight Board regarding communication with audit committees concerning independence, and discussed with the independent registered public accounting firm the firm’s independence. The Audit Committee also considered whether the provision of non-audit services to the Company by Ernst & Young LLP is compatible with maintaining their independence, and has determined that such independence has been maintained.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to be filed with the SEC on February 11, 2025.

The Audit Committee evaluates the performance of the independent registered public accounting firm each year and determines whether to re-engage the current firm or consider other audit firms. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the registered public accounting firm, along with their capabilities, technical expertise, and knowledge of the Company’s operations and industry. Based on these evaluations, the Audit Committee decided to engage Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025.

This report is submitted on behalf of the Audit Committee of the Board of Texas Capital Bancshares, Inc.

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Auditor Fees and Services

The Audit Committee has appointed Ernst & Young LLP to continue as the Company’s independent registered public accounting firm for the 2025 fiscal year. Fees for professional services provided by the Company’s independent registered public accounting firm in each of the last two fiscal years, in each of the following categories, were:

Fees for audit services include fees associated with the audit of the Company’s annual consolidated financial statements and internal controls over financial reporting, the review of periodic reports and other documents filed with the SEC, including the consolidated financial statements included in the Company’s Form 10-Qs, comfort letters, accounting consultations billed as audit services and services that are normally provided in connection with statutory or regulatory filings or engagements. Tax fees included various federal, state and local tax compliance services, as well as tax consultations.

Pre-approval Policies and Procedures

The Audit Committee adopted a policy that requires advance approval of all audit, audit-related and tax services performed by the independent registered public accounting firm. The policy provides for pre-approval by the Audit Committee of specifically defined audit and non-audit services. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee delegated to the chairman of the Audit Committee authority to approve permitted services provided that the chairman reports any decisions to the Audit Committee at its next scheduled meeting.

PROPOSAL TWO – Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm

The Audit Committee appointed Ernst & Young LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2025. The Company is seeking stockholder ratification of the appointment of Ernst & Young LLP for fiscal year 2025. Stockholder ratification of the appointment of the Company’s independent registered public accounting firm is not required by the Company’s bylaws, state law or otherwise. However, the Board is submitting the appointment of Ernst & Young LLP to the Company’s stockholders for ratification as a matter of good corporate governance. If the stockholders fail to ratify the appointment of Ernst & Young LLP, the Audit Committee will consider this information when determining whether to retain Ernst & Young LLP for future services. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions from the Company’s stockholders. See the discussion at “Auditor Fees and Services” above for information regarding the services provided to the Company by Ernst & Young LLP.

Proposal Two requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on the proposal at the Annual Meeting.

The Board unanimously recommends that you vote “FOR” the ratification of the appointment of

Ernst & Young LLP as the Company’s independent registered

public accounting firm for fiscal year 2025.

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EXECUTIVE COMPENSATION

See Annex A to this Proxy Statement for information about the use of certain non-U.S. GAAP financial measures in the Executive Compensation section of this Proxy Statement.

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PROPOSAL THREE – Advisory Approval of the Company’s Executive Compensation

In accordance with the requirements of Rule 14a-21(a) under the Securities Exchange Act of 1934 (the “Exchange Act”), the Company is providing stockholders with an advisory vote to approve executive compensation on an annual basis, commonly referred to as a “Say on Pay” vote. The Company has held a say on pay vote annually since the Company’s 2011 annual meeting of stockholders.

The Company believes that its executive compensation programs effectively align the interests of its named executive officers, or NEOs, with those of its stockholders by creating a combination of incentive compensation arrangements, in both cash and equity-based programs, which are directly tied to performance and creation of stockholder value, coupled with a competitive level of base compensation. The Company's objective is that the NEOs should have a substantial portion of total compensation derived from performance-based incentives.

At the Company’s 2024 Annual Meeting of Stockholders, the Company received the affirmative support of 82.6% of votes cast in favor of its 2023 executive compensation. In response to the stockholder vote, and after engaging with stockholders and stockholder advisory firms during the Company’s Fall 2024 engagement, the Compensation Committee made changes to the disclosure of the Company’s executive compensation programs. See “2024 Say on Pay Vote and Stockholder Engagement” below.

The Board values stockholders’ opinions, and, as in prior years, the Board intends to evaluate the results of the 2025 vote when making future decisions regarding compensation of the NEOs. The Company encourages you to carefully review the “Executive Compensation” section of this Proxy Statement and particularly the “Compensation Discussion and Analysis” for a detailed discussion of the Company’s executive compensation programs.

This annual advisory vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the policies and practices with respect to their compensation described in this Proxy Statement. Your vote on Proposal Three is advisory and, therefore, not binding on the Company, the Board or the Compensation Committee. This advisory vote may not be construed as overruling a decision by the Board, nor create or imply any additional fiduciary duty of the Board.

The Company is asking stockholders to indicate their approval, on an advisory basis, for the 2024 compensation paid to the Company’s NEOs by voting FOR the following resolution:

RESOLVED, that the stockholders approve, on an advisory basis, the 2024 compensation of the Company’s named executive officers, as disclosed in this Proxy Statement pursuant to SEC Regulation S-K, Item 402, including the Compensation Discussion and Analysis, the compensation tables and the narrative executive compensation disclosures to the compensation tables included in this Proxy Statement.

Proposal Three requires the affirmative vote of the holders of a majority of the outstanding shares of common stock present, in person or represented by proxy, and entitled to vote on the proposal at the Annual Meeting.

The Board unanimously recommends that you vote “FOR” approval of this resolution.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes the objectives and elements of the Company’s executive compensation program, its alignment with performance decisions regarding the NEOs and actions of the Compensation Committee. In view of the Company’s competitive performance and historical earnings levels and earnings growth, the Compensation Committee believes that the Company’s executive compensation philosophy and practices have been successful in attracting and retaining talented, dedicated executive officers and providing them with competitive compensation levels that are properly aligned with stockholder interests.

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Executive Summary

The Compensation Committee is committed to an executive compensation program that drives pay-for-performance, appropriately balances risk, rewards the creation of stockholder value, and reinforces individual accountability through a robust performance management program and compensation forfeiture provisions.

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Executive Officers

The Company’s current NEOs, and the positions held by them as of the date of this Proxy Statement, are:

Rob C. Holmes, CEO and President of the Company and Texas Capital Bank. Mr. Holmes, age 60, has served as CEO and President of the Company and Texas Capital Bank and as a member of the Board since January 2021. He worked for JPMorgan Chase & Co. and its predecessor firms from 1989 until 2020, where he served as Global Head of Corporate Client Banking and Specialized Industries from 2011 until 2020. During that time, he had end-to-end responsibility for the business, providing global treasury management services, credit, and investment banking solutions to clients in North America, as well as select countries in Europe and Asia. He also shared oversight of the Commercial Banking Credit Markets business, which provided Asset Based Lending and other credit solutions, and of Business Transformation efforts for large, multinational corporations. Mr. Holmes was a member of JPMorgan’s Commercial Banking Operating Committee and served on the Board of Managers of J.P. Morgan Securities LLC. Prior to serving as head of JPMorgan’s Corporate Client Banking and Specialized Industries, he was the co-head of JPMorgan’s North American Retail Industries Investment Banking practice and the head of Investment Banking for the southern region of the U.S. Mr. Holmes serves on the Board of Directors for Dillard’s, Inc. as well asthe advisory board of The University of Texas at Austin McCombs School of Business. He is also a member of the Development Board for the University and an inaugural member of the executive committee. In addition, he is active on the boards of Dillard’s, Inc. and the Baylor Health Care System Foundation.

Anna M. Alvarado, Managing Director, CLO and Corporate Secretary of the Company and Texas Capital Bank. Ms. Alvarado, age 46, has served as Executive Vice President, Chief Legal Officer (“CLO”) and Corporate Secretary of the Company and Texas Capital Bank since October 2021, and Managing Director since March 1, 2023. She served as global General Counsel at FirstCash, Inc., a Fort Worth-based consumer financial services and retail company and the leading international operator of pawn stores from January 2015 through October 2021. While there, Ms. Alvarado oversaw an international team of more than 50 and led important initiatives including the company’s Latin American expansion and several domestic and international acquisitions. Prior to joining FirstCash, Ms. Alvarado served as an attorney at Texas-based firms Tanner & Associates PC and Hill Gilstrap PC.

John W. Cummings, Managing Director and CAO of the Company and Texas Capital Bank. Mr. Cummings, age 64, has served as the Company’s Chief Administrative Officer (“CAO”) since October 2022, Texas Capital Bank’s CAO since January 2022, and Managing Director since March 1, 2023. Prior to joining the Company, he spent nine years at Citigroup Inc., serving most recently as head of its Wealth Advisory business. He previously served as Chief Operating Officer and Head of U.S. Investment Products for Citigroup Personal Wealth Management. Before Citigroup, Inc., Mr. Cummings was with Merrill Lynch & Co. for 27 years, where he began his career and advanced through assignments within Finance, Corporate Services, Sales and Head of Global Technology & Operations before serving as Chief Operating Officer of the Global Private Client business and Head of the Retirement, Trust Company, Clearing and Digital Investments businesses. Mr. Cummings has served on the Board of Directors of the Depository Trust Company, Level 8 and on the Advisory Board for Columbia University Master of Science in Technology Management program.

J. Matthew Scurlock, Managing Director and CFO of the Company and Texas Capital Bank. Mr. Scurlock, age 43, has served as the Company’s Chief Financial Officer (“CFO”) since January 2022 and Managing Director since March 1, 2023, and served as Executive Vice President, Corporate Treasurer from May 2019 through December 2021, where he was responsible for managing the Corporate Finance, Investor Relations, Corporate Treasury, and Corporate Strategy initiatives. He was Director of Finance from July 2017 through April 2019, and Capital Analytics & Stress Testing Manager from August 2013 to June 2017. Prior to joining the Company, Mr. Scurlock worked for Deloitte & Touche LLP, where he provided strategic consulting to financial services clients. He previously served as a Vice President in the Corporate Finance group for Zions Bancorporation, leading financial modeling and balance sheet management efforts.

David W. Oman, Managing Director and CRO of the Company and Texas Capital Bank. Mr. Oman, age 57, assumed the role of Managing Director and Chief Risk Officer (“CRO”) of the Company and Texas Capital Bank on June 10, 2024, succeeding Tim W. Storms, who retired. He brings to his role more than 30 years of experience specializing in financial and non-financial risk management. Most recently, Mr. Oman served as a Managing Director in the Financial Risk Practice at PricewaterhouseCoopers (“PwC”) beginning in May 2023,

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where he provided financial and non-financial risk management solutions for clients that included fintech companies, regional banks, international banks and GSIBs. Prior to PwC, Mr. Oman worked at various global banks as a risk management practitioner in both wholesale and retail banking, most recently at BNY Mellon (from June 2018 to October 2022). Mr. Oman started his banking career at one of the predecessor J.P. Morgan banks and has covered credit, market and operational risks during his career.

Named Executive Officers

The NEOs for 2024 are:

2024 Say on Pay Vote and Stockholder Engagement

The Company’s annual Say on Pay vote is one of the opportunities to receive feedback from stockholders regarding the Company’s executive compensation program, and as such is taken very seriously by the Compensation Committee and the Board. The Company’s fiscal 2023 executive compensation program received the support of approximately 82.6% of the votes cast at the 2024 annual meeting of stockholders. This reflected an increase in support from the prior year, but at a level below the Company’s goal, which indicated that there was an opportunity to understand stockholders’ feedback and take action to be responsive. As a result, the Company continued to actively seek feedback from stockholders, reaching out during the fall of 2024 to stockholders owning more than 68.8% of the outstanding common stock, with directors and management speaking with stockholders holding approximately 44.8% of the common stock, to better understand what motivated their votes and attempt to address any ongoing concerns. In addition, several of the largest holders indicated that they did not need to meet with the Company this year (representing an aggregate of an additional 12.5% of the outstanding common stock). The Company had conversations with, together with those stockholders who declined conversations, an aggregate of 57.3% of the outstanding common stock.

Two directors, the Chairman (Mr. Stallings) and the Compensation Committee Chair (Mr. Huntley), and members of executive management participated in conversations with stockholders owning approximately 44.8% of the common stock. Overall, the engagement meetings were positive and constructive, with many investors expressing appreciation for the milestone accomplishments under the Company’s 2021 strategic plan, the build-out of the executive team, and additional discussion concerning the compensation plans. All feedback was shared with the Compensation Committee and the Board and helped to shape changes made to the Company’s executive compensation program disclosure, as set forth below and elsewhere in this CD&A.

Through this engagement, the Company learned that stockholders were largely supportive of the executive compensation program design for fiscal year 2023, which was the subject of the Say on Pay Vote at the 2024 annual meeting of stockholders. Furthermore, stockholders appreciated the Company’s responsiveness to their prior feedback concerning enhanced disclosure regarding prior year payout determinations and the annual incentive plan structure. Stockholders wanted to further understand the rationale for Mr. Holmes’ amended employment agreement and the one-time equity awards made to Mr. Holmes and the other NEOs in July 2024. During these conversations, Messrs. Stallings and Huntley discussed the components of Mr. Holmes’ 2023 and 2024 compensation, including the methodology and rationale for setting the levels of

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his target short- and long-term compensation (based in part on peer company compensation) and the amounts awarded as 2023 incentive compensation. Messrs. Stallings and Huntley explained the importance of the Company substantially achieving certain goals of the 2021 strategic plan during 2023 and 2024 and the reasons for the attendant compensation levels.

Messrs. Stallings and Huntley also specifically discussed with stockholders that given the positive response to the structure of the incentive plans and the fact that the Company would be entering into the final year of the 2021 strategic plan, there would not be any changes to the performance metrics and weightings used in the 2025 incentive plan design and that there would be continued enhanced disclosures.

Messrs. Stallings and Huntley also discussed with stockholders the remaining performance measures used in the annual incentive plan and the performance measures used in the 2024 long-term (equity) incentive plan (with a three-year performance period). Several stockholders understood the continued need for including qualitative metrics in the annual incentive plan given the turnaround of the Company and the time horizon required to create long-term value, but also expressed a preference for the quantitative measures that were added after the fiscal 2022 incentive plans. Stockholders asked for earlier disclosure of the metrics and general targets for incentive plans, and more detailed disclosure around the strategic objectives included in the annual incentive plan.

The Compensation Committee and the Board greatly value these engagements with stockholders and are committed to maintaining ongoing dialogue and incorporating stockholder feedback into the design of the executive compensation program going forward.

The following table summarizes feedback themes heard from stockholders and responsive actions:

Future advisory votes on executive compensation and continued dialogue with stockholders will continue to be an additional tool to guide the Board and Compensation Committee in evaluating the alignment of the Company’s executive compensation program with the interests of the Company and its stockholders.

Executive Compensation Supports Business Transformation

The Compensation Committee continues to make changes to the Company’s executive compensation program to reflect the ongoing transformation of the Company and its long-term strategic goals. The Compensation Committee views executive compensation as instrumental in the Company’s ability to drive stockholder value through plans and programs that reinforce shared success, serve to attract the talent needed to effectively develop and execute on the Company’s strategic priorities, align the interests of executives with those of stockholders over the short-, medium-, and long-term, and discourage imprudent or excessive risk-taking and hold individuals accountable, as appropriate.

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Enhancements to the Compensation Program

To foster and reinforce alignment between the interests of the NEOs and those of stockholders, the Compensation Committee made a number of enhancements to the Company’s executive compensation program over the last few years, specifically:

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1 Net income available to common stockholders. 2 Percentage change over the prior fiscal year. 3 Diluted earnings per common share. 4 Return on Average Assets. 5 Non-interest expense divided by the sum of net interest income and non-interest expense. 6 Common Equity Tier 1 capital divided by risk-weighted assets. 7 Return on Average Common Equity. 8 Total stockholder return. 9 Includes service charges on deposit accounts, as well as fees related to commercial card program, merchant transactions and FX transactions. 10 Net interest income plus non-interest income, less non-interest expense. 11 Stockholders’ equity excluding preferred stock, less goodwill and intangibles, divided by shares outstanding at period end. 12 Common Equity Tier 1 capital divided by risk-weighted assets. † Non-GAAP financial measures. See Annex A for information concerning these measures, including a description of how these measures are calculated and a reconciliation to the most comparable GAAP financial measure.

To make compensation decisions that drive long-term stockholder value, the Compensation Committee provides strong oversight and relies on a sound set of compensation principles, a disciplined performance assessment framework, consultation by and engagement of an independent advisor, and is informed by market data.

Committee Oversight

The Compensation Committee oversees the Company’s executive compensation programs. Each member of the Compensation Committee is an “independent director” as defined by the Nasdaq Stock Market Listing Standards and SEC rules. With approval of the Board, the Compensation Committee applies a compensation philosophy that focuses on a combination of competitive base salary and incentive compensation, including cash and equity-based programs, which are directly tied to performance and creation of stockholder value. That philosophy includes the tenet that a significant amount of the executive’s compensation should be variable.

The Compensation Committee meets throughout the year, including formal meetings, informal conferences and discussions with other directors, management and consultants. The Compensation Committee works with executive management, primarily the CEO, to assess the compensation approach and compensation levels for the executive officers and key employees other than the CEO. The Compensation Committee makes recommendations to the Board with respect to the overall executive compensation programs, philosophy and objectives of the Company. The Compensation Committee establishes objectives for the Company’s CEO and makes a recommendation to the full Board regarding the CEO’s compensation based, in part, on the evaluation of market data provided by its independent compensation consultant in addition to Board-approved financial plans for the Company. The Compensation Committee also reviews and approves the Company’s annual and long-term incentive plans for the NEOs (other than the CEO). Additional Compensation Committee oversight responsibilities are included in its Committee charter.

The Compensation Committee regularly reviews the Company’s compensation programs to ensure that compensation levels and incentive opportunities are competitive and reflect performance, and do not incentivize excessive risk taking. Factors considered in assessing the compensation of individual officers may include the Company’s overall performance, the officer’s experience, performance and contribution to the Company, the achievement of strategic goals, external equity and market value, internal equity, fairness and retention. There are no material differences in compensation policies and approach among the NEOs, as all relate primarily to performance and contribution in achieving consolidated results. In the case of NEOs other than the CEO, the CEO makes recommendations to the Compensation Committee regarding salary increases, annual incentive amounts and total compensation levels.

Compensation Philosophy and Objectives

The Company provides a compensation package for the NEOs that is primarily driven by the overall economic performance of the Company and progress on the Company’s transformational strategic plan, together with a focus on the performance of each executive, which the Company believes impacts its overall long-term profitability. The objectives of the Company’s executive compensation programs are:

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▪to attract and retain highly qualified executive officers by providing total compensation opportunities that are competitive with those provided in the industry and commensurate with the Company’s business strategy and performance objectives;

▪to provide incentive and motivation for the executive officers to enhance stockholder value by linking their compensation to the value of common stock;

▪to provide an appropriate mix of fixed and variable pay components in order to establish a “pay-for-performance” oriented compensation program and require a significant amount of the executive’s compensation to be variable (See “2024 Target Pay Mix” below); and

▪to provide competitive compensation opportunities and financial incentives without imposing excessive risk to the Company, and to ensure that appropriate standards related to asset quality, capital management and expense management are maintained.

Except for base salaries, all compensation opportunity is based on a rigorous assessment of a combination of Company and individual performance. Accordingly, the compensation paid to our NEOs and employees as a group has fluctuated from year to year, reflecting changes in the Company’s performance and financial results, in addition to individual performance, consistent with market practice in our industry.

The Compensation Committee targets total compensation paid to the Company’s NEOs to be aligned with the 50 th percentile of the Company’s peer group and market. Some executive officers may be below the 50 th percentile, while some may be above, depending on the facts and circumstances of each executive including experience, time in position and performance.

The Compensation Committee believes that direct ownership of substantial amounts of common stock together with stock-settled incentive awards with multi-year service vesting and performance conditions (for PRSUs) combine to strongly align the interests of the Company’s NEOs with the interests of stockholders. The Company’s NEO compensation arrangements place a large amount of each individual’s future compensation “at risk” relative to the performance of the Company’s common stock. The NEOs’ significant investments in common stock, as required by the Company’s executive stock ownership guidelines that were expanded in 2022, also make executives sensitive to declines in stock price.

The Compensation Committee generally considers the returns realized by stockholders through increases or decreases in the price of the Company’s common stock in the course of establishing NEO equity incentive compensation performance targets and determining annual incentive compensation and vesting of long-term performance-based incentives.

The Company’s long-term performance-based incentives are earned based on achievement of performance measures. These performance measures are based on the Company’s financial performance and take into account the importance of balancing the risk appetite and risk management framework established by the Board, regulatory expectations for safe and sound operation of a federally insured bank and the desire and ability of executive leadership and employees to achieve long-term, sustainable growth in stockholder value.

Performance Assessment

The cornerstone of the compensation program is the performance assessment, which is guided by a robust performance assessment framework and supported by a process overseen by the Compensation Committee. This directly drives the outcome of incentive compensation awarded.

Performance Assessment Process

The Compensation Committee directly oversees the performance management of the NEOs and approves their compensation after considering overall performance against their annual objectives. The Compensation Committee reviews and approves the annual financial and non-financial performance objectives set by the CEO. These objectives are aligned with the Company’s strategic plan, risk appetite, and risk and control framework. The objectives then flow through to each NEO, with individually aligned goals that are reviewed by the Compensation Committee.

For the Company performance component, the Compensation Committee evaluates Company results after the end of the performance year, taking into account financial outcomes, consistency with the strategic plan

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and risk appetite, prior year performance, and execution of key initiatives and other qualitative factors. The CEO and Compensation Committee assess Company performance as a starting point for determining compensation for NEOs. Additional details on the Company performance determination for 2024 are discussed under “Company Performance” above.

For the individual performance and risk accountability (risk overlay) components, at the end of a performance period, the CEO evaluates the performance of the other NEOs against their objectives. The performance evaluation of each NEO includes performance related to risk accountability, group financial performance, quantitative measurable achievements on financial and strategic goals, and overall management effectiveness. For Mr. Holmes, a formal performance assessment framework, including quantitative and qualitative objectives, was used to assess his performance and determine his compensation for the 2024 performance year.

Performance Assessment Framework

The Company’s performance assessment framework evaluates the performance of the NEOs on the basis of the following categories:

Within the performance assessment framework, NEOs have actionable and measurable objectives that are used by the CEO in connection with his recommendations to the Compensation Committee for its consideration and to assess and provide ongoing feedback on performance.

Compensation Determination Framework

The determination of actual annual incentive compensation for 2024 was determined by the Compensation Committee based on a holistic assessment of Company performance, individual performance, and risk accountability. Each NEO has a base salary and total incentive compensation target (comprised of annual cash bonus and long-term equity targets), which are established by the Compensation Committee after careful consideration of market data from the Company’s Market Peer Group, the value and importance of the role to the organization, key differentiating factors, and input from the Compensation Committee’s independent compensation consultant.

Based on the factors set forth above, including an overall performance assessment, the Compensation Committee determined each NEO’s total incentive compensation for 2024. Consistent with the compensation principles of paying for performance and promoting effective risk management, the Compensation Committee weights target incentive compensation opportunities – and thus incentive compensation awards – more heavily toward compensation that vests over time, pays out based on performance that creates long-term value, and is subject to forfeiture or recovery (as appropriate). See “Pay Practices” below for further detail.

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Role of Compensation Consultant

The Compensation Committee engaged Pearl Meyer as its independent executive compensation consulting firm for 2024 to provide:

▪expertise on compensation strategy and program design;

▪information relating to the selection of the Company’s peer group and compensation practices employed by the peer group and overall market;

▪advice regarding structuring and establishing executive compensation plans or arrangements that are aligned with the objectives of the Company and the interests of stockholders;

▪recommendations to the Compensation Committee concerning the existing executive compensation programs and changes to such programs; and

▪benchmarking of director pay.

Pearl Meyer provided its executive compensation consulting services under the direction of the Compensation Committee and did not provide any additional services to the Company (other than a review of director pay for the Board). Management provides input to the compensation consultant but does not direct or oversee its activities with respect to the Company’s executive compensation programs. In order not to impair the independence of the compensation consultant or create the appearance of an impairment, the Compensation Committee follows a policy that the compensation consulting firm may not provide other services to the Company. The Compensation Committee has evaluated Pearl Meyer’s independence, including the factors relating to independence specified in Nasdaq Stock Market Listing Standards, and determined Pearl Meyer to be independent.

Compensation Peer Group

The Compensation Committee works with the independent compensation consultant to collect and review competitive market compensation practices. As one point of reference, the Compensation Committee reviews compensation practices for a peer group of publicly traded banks and bank holding companies. The peer group used in evaluating and setting 2024 NEO target compensation included the following:

Pearl Meyer conducted a review of the Company’s peer group in mid-2024 and, based on that review and discussions with the Compensation Committee, the Compensation Committee approved several adjustments to the peer group to be used in compensation-setting for 2025. Given the complexity of the Company’s platform, the Compensation Committee determined the need to select a peer group that more closely aligns with the breadth of products and services offered by the Firm. The new peer group for setting 2025 compensation includes the following:

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2024 Target Pay Mix

The following is the 2024 target pay mix for the CEO and the average of the other NEOs:

The CEO’s and the other NEO’s 2024 Target Pay Mix, established in early 2024, does not include the impact of the special, one-time equity award made in July 2024 in connection with Mr. Homes’ employment contract extension. See “Additional Information Concerning Executive Compensation – Employment Agreement” below.

2024 Annual Incentive Plan Performance Summary

The Compensation Committee assessed the Company’s performance as a factor for determining incentive compensation award levels for the NEOs. In evaluating fiscal 2024 performance, the Compensation Committee reviewed the Company’s performance on two financial performance measures, Return on Average Assets (“ROAA”) (35% weighting) and Efficiency Ratio (35% weighting), and a series of management strategic objectives customized for each NEO (30% weighting).

The Compensation Committee confirmed performance on the two financial metrics at an aggregate 123% of target, with target representing estimated expected performance levels. For additional information of the performance on the financial goals, see “Elements of the Compensation Program – Annual Incentive Compensation” below.

The Compensation Committee determined aggregate individual NEO performance on the management strategic objectives from 100% to 150% of target, with differences in the strategic performance measures applied to each of the NEOs based on specific individual contributions. The key achievements leading to the Compensation Committee’s decisions include:

▪Prioritizing the strength of the Firm through a multi-year emphasis on financial resiliency

▪Continued maintenance of robust capital and liquidity metrics relative to peers

▪Effective capital allocation, including core franchise growth, targeted portfolio acquisitions, and $81 million of tangible book value accretive share repurchases

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▪Strong execution on platform build and successful delivery of multiple significant new product capabilities

▪Multi-year reallocation of the expense base consistent with established strategic priorities

▪Realized technology- and operations-enabled efficiencies while improving client and employee experience

▪Built and delivered best-in-class payments and cash management capabilities

▪Several external recognitions

In setting the amount of the bonus pool under the annual performance bonus plan, the Compensation Committee considered the ratio of incentives in relation to pre-tax net income and capital generation.

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Individual Performance Summaries

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Elements of the Compensation Program

The following table sets forth a high-level summary of NEO direct pay elements and key design features for 2024 compensation. The Company’s variable compensation program is comprised of an annual incentive cash bonus and long-term equity, both of which are directly tied to Company and individual performance.

Compensation paid upon the vesting of performance-based restricted stock units is based on Company performance over a three-year performance period. For 2024, excluding the July 2024 one-time equity award, Mr. Holmes and the other executive officers received half of their long-term equity in the form of performance-based RSUs and the other half in time-based RSUs. The Compensation Committee believes a mix of performance-based and time-based awards is consistent with peer company compensation practices and appropriately balances driving long-term Company performance and retaining senior leadership to advance the Company’s transformation. The Compensation Committee will continue to evaluate the appropriate mix of long-term equity awarded to the Company’s senior leaders, including the CEO, and performance metrics for alignment with the Company’s strategy priorities at the time.

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Executive Compensation

Base Salary

Base salaries are designed to provide competitive levels of fixed compensation that reflects the NEOs’ experience, duties and scope of responsibilities. The Company pays competitive base salaries to recruit and retain executives of the quality necessary to ensure its success. Base salaries for the NEOs are subject to annual review, but are not always adjusted on an annual basis. The Compensation Committee determines the appropriate level and timing of changes in base compensation for all of the NEOs (other than the CEO), based on the recommendation of the CEO. The Compensation Committee makes a recommendation to the full Board regarding the appropriate level and timing of changes in base compensation for the CEO, which is subject to approval of the Board. In making determinations of salary levels for the NEOs, the Compensation Committee considers the entire compensation package for each NEO, including annual incentive compensation and equity-based compensation provided under the Company’s long-term incentive compensation plan.

The Compensation Committee determines the level of periodic salary increases after reviewing:

▪the qualifications, experience and performance of each NEO;

▪the compensation paid to persons having similar duties and responsibilities in the Company’s peer group companies; and

▪the nature of the Company’s business, the complexity of its activities and the importance of the executive’s experience to the success of the business.

After considering these factors and discussing proposed salaries for the other NEOs with the CEO, the Compensation Committee approved no change to annual salaries for the NEOs then serving in February 2024, except Mr. Scurlock. Mr. Oman’s base salary was established when he joined the Firm.

Annual Incentive Compensation

The Company provides annual cash incentive opportunities to motivate and reward the NEOs for achievement of financial results as well as strategic and business objectives. A target bonus opportunity is set for each NEO as a percentage of base salary, with the percentage varying depending on their position. For 2024, the annual incentive target amounts for the NEOs were as follows:

Actual incentive amounts that could be earned by the NEOs for 2024 were based on the level of achievement of performance goals relating to the following key metrics: financial metrics (70% weighting) and management strategic objectives for each NEO (30% weighting).

In addition, in determining the amount of annual incentives earned, the Compensation Committee considers the entire compensation package of each of the NEOs and the performance of that individual and may make discretionary adjustments as are deemed necessary.

The Compensation Committee met in January 2025 to consider the Company’s performance against incentive goals for 2024 and to determine the annual incentive bonuses to be paid to the NEOs. For 2024, the following results were achieved and considered in determining NEO incentive compensation:

•An aggregate payout determined at 123% of target for the financial performance goals: Return on Average Assets (35% weighting) and Efficiency Ratio (35% weighting) as described further below

•Achievement of individual NEO performance toward the individualized management strategic objectives and the Compensation Committee approved a range of 100% - 150% of target for this performance measure for the NEOs

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Based on the achievement of the financial, business and individual performance goals described above, the Compensation Committee awarded the following annual incentive plan (bonus) compensation to the NEOs for fiscal year 2024 (with full Board approval for the CEO):

2024 Performance-Based and Other Equity Awards

Long-term incentive awards for the NEOs include equity-based awards designed to directly align the interests of the NEOs with those of stockholders and to motivate the NEOs to increase the value of the Company to stockholders over the long term. Equity awards were made pursuant to the Company’s 2022 Long-Term Incentive Plan (“2022 LTIP”).

The Company made an annual grant of equity awards to each of the NEOs in February 2024 (“2024 NEO equity awards”). The 2024 NEO equity awards consisted of RSUs, 50% of which were performance-based awards and 50% of which were time-based awards. The performance-based RSUs may be earned in amounts ranging from 0% to 200% of the target award, based on the Company’s level of achievement of performance goals relating to (i) Three-Year Average Return on Average Tangible Common Equity (ROTCE) (60% weighting) and (ii) total stockholder return (“TSR”) relative to a peer group, the KBW Regional Bank Index (40% weighting), each for the three-year performance period ending December 31, 2026. The performance-based awards contain a feature limiting the payment for the TSR component. If the Company’s TSR over the performance period is negative, then the payout for that portion of the award shall not exceed

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100% of the target shares (instead of the potential 200%). ROTCE is an important metric to determine the operating performance of the Company. In February 2024, the Compensation Committee set the range of performance expectations for the performance years covered by the performance award. The Company discloses the financial metrics associated with these performance measures in the proxy statement for the year in which the final performance is determined. The time-based RSUs vest ratably over three years, subject to the executive’s continued employment with the Company.

When considering the amount or level of the 2024 NEO equity awards, the Compensation Committee started with an intended target value for each NEO, which was based on a percentage of his or her base salary. The target values for the 2024 NEO equity awards, as a percentage of their respective base salaries, were approximately as follows: Mr. Holmes, 350%, Mr. Scurlock, 106%, Mr. Cummings, 105%, Mr. Oman, 105%, and Ms. Alvarado, 80%. The amounts of the grants were based on a variety of factors deemed relevant by the Compensation Committee, including the Company’s performance, the NEO’s level of responsibility, an assessment of individual performance made by the Compensation Committee, including discussion of the performance of the other NEOs with the CEO, and competitive market data.

On July 29, 2024, the Compensation Committee approved special, one-time equity awards consisting of time-based restricted stock units for the NEOs listed below in recognition of outstanding leadership, sustained relative performance through unforeseen macro environment challenges and the Board’s confidence in such executives to direct the Company through the transformation and beyond. The Compensation Committee also awarded these RSUs to deserving individuals in management below the NEOs. The RSUs cliff vest on the third anniversary of the date of grant, subject to continued employment and subject to certain exceptions. The Compensation Committee also took into account the Company’s increased stock price during 2024.

The number of time-based RSUs and the target number of performance-based RSUs (including the threshold and maximum number of performance-based RSUs that could be earned) granted to each NEO during 2024 are set forth below in the “2024 Grants of Plan-Based Awards Table”.

All of the 2024 equity awards are subject to the Company’s Recoupment and Forfeiture Policy, and the shares received upon vesting are subject to the Company’s equity hold requirements for executives.

Additional Performance Awards Outstanding

2022 Grants of Performance Equity Awards

The Company made an annual grant of equity awards to Mr. Holmes, Mr. Scurlock and Ms. Alvarado in 2022. The 2022 awards were comprised of 50% performance-based RSU awards and 50% time-based RSU awards. The performance-based RSUs could be earned in amounts ranging from 0% to 200% of the target award, based on the Company’s level of achievement of performance goals relating to (i) three-year Average ROTCE (60% weighting) and (ii) total stockholder return (“TSR”) relative to the peer group (40% weighting) for the three-year period ending December 31, 2024. ROTCE is an important metric to determine the operating performance of the Company. See “Pay Versus Performance” and “Outstanding Equity Awards at Fiscal Year-End Table” for additional information.

Based on the Company’s performance on these metrics, the Compensation Committee approved an overall payout of 172.4% of target on the 2022 performance-based RSU awards.

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All of the 2022 equity awards are subject to the Company’s Recoupment and Forfeiture Policy, and the shares received upon vesting are subject to the Company’s equity hold requirements for executives.

Perquisites and Other Compensation

The Compensation Committee intentionally limits perquisites to the NEOs. The Company permits personal use of the Company’s fractional ownership in aircrafts in accordance with an aircraft use policy. In general, executive benefits make up a very small percentage of total compensation (less than 1%) for the NEOs. The Company does not gross-up payments to cover personal income taxes that may pertain to any of the executive benefits. The Compensation Committee reviews these arrangements regularly to assure they continue to fulfill business needs.

After evaluating the perquisites provided to other CEOs, both of peer and non-peer companies, the Compensation Committee in 2024 provided additional benefits to Mr. Holmes. Under the Second Amended Executive Employment Agreement with Mr. Holmes dated as of July 29, 2024, Mr. Holmes will receive an annual allowance of up to $150,000 for personal use of the Company’s fractional jet interests at the Company’s corporate rate, an annual perquisite allowance of up to $25,000 and other benefits. See “Additional Information Concerning Executive Compensation – Employment Agreement” below.

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The Company’s executive compensation program reinforces effective risk management through risk-balancing features that discourage and mitigate excessive risk-taking, and an accountability framework that, under defined conditions, enables the forfeiture or recovery of compensation in the event NEOs’ actions, or inactions, result in specified types of negative outcomes for the Company.

Risk-Balancing Features

To discourage imprudent risk-taking, the Company embedded risk-balancing features throughout its compensation program for 2024.

Additional information on the Company’s stock ownership holding requirements and anti-hedging / anti-pledging policies are included under “Executive Stock Ownership Guidelines” and “Prohibition on Hedging and Pledging” below.

Compensation Risk Assessment

The Compensation Committee regularly reviews all compensation plans to identify whether any of the Company’s or the Bank’s compensatory policies or practices incent behavior that creates excessive or unnecessary risk to the Company. The Compensation Committee receives regular updates from management to ensure that the current compensation programs do not create imprudent or excessive risk. Furthermore, periodically, the Compensation Committee conducts a risk assessment with the assistance of its independent compensation consultant. Based on the results of these reviews, the Compensation Committee determined that the Company’s compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

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Compensation and Other Policies

Executive Stock Ownership Guidelines

The Company’s Corporate Governance Guidelines include stock ownership guidelines for the CEO and the other NEOs to further align their interests with the long-term interests of stockholders. The CEO is expected to beneficially own common stock having a value of at least six times his or her base compensation (four times for the other NEOs). Such executives may not dispose of any shares of the Company’s common stock unless they own, and will continue to own, common stock at that level. In addition, beginning in 2022, senior executives who are not NEOs have a 3x base salary ownership guideline. The types of securities that count toward the required ownership guideline include only (i) shares of common stock owned outright, whether individually or through beneficial ownership in a trust or entity, (ii) vested or unvested time-based RSUs, and (iii) to the extent vested, restricted stock, stock appreciation rights and performance-based RSUs based upon, payable in, or otherwise related to, common stock that are awarded under a Company incentive compensation plan which fluctuate in value based upon the market price of common stock, until such time as they are forfeited, converted into a cash payment or their cash value becomes fixed. As of the computation date, December 31, 2024, Mr. Holmes, Mr. Scurlock and Ms. Alvarado had attained the minimum stock ownership levels based on holdings.

Recoupment of Incentive Compensation (Clawback Policy)

The Company’s 2022 Long-Term Incentive Plan and award agreements contain language that makes all awards to executives subject to a recoupment or clawback policy adopted by the Board from time to time. The Board initially adopted a recoupment policy in 2022, and the Board updated, expanded and strengthened the policy as the Incentive Award Recoupment Policy on January 18, 2023. Under the updated policy, incentive compensation payable to the Company’s executive officers and certain other executives under certain of the Company’s incentive compensation arrangements will be subject to recoupment and/or cancellation by the Company if, in the year such compensation is paid, or within four years thereafter, the Company (i) is required to prepare a financial restatement due in whole or in part to the gross negligence, intentional misconduct or fraud by a present or former employee, (ii) restates any of its financial statements due to a material financial reporting violation under applicable securities laws, (iii) suffers extraordinary financial loss, reputational damage or similar adverse impact resulting of or from actions taken or decisions made by the employee, or (iv) ascertains an act or omission of a covered employee that constitutes a violation of a Company policy or a non-competition, non-solicitation or other restrictive covenant. The repayment obligation or forfeiture right applies to the extent repayment is required by applicable law, or to the extent the executive’s compensation is determined to be in excess of the amount that would have been payable taking into account any restatement or correction.

Incentive compensation covered by the policy includes cash awards payable under the Company’s annual incentive plan and equity-based compensation, including time- and performance-based restricted stock units, whether or not vested. The Compensation Committee has the sole discretion to determine whether an executive’s actions have or have not met any particular standard of conduct under law or Company policy, and whether recovery of incentive compensation should be pursued. The recoupment (including if the impacted individual fails to timely pay), may be effectuated through the reduction or forfeiture of awards, cancellation of one or more awards in their entirety, the return of paid-out cash or the proceeds from the sale of exercised or released shares, adjustments to future incentive compensation opportunities or any future bonus payment which would have otherwise been payable, any salary payments or other remuneration which are due or would otherwise have been payable. The foregoing summary of the Incentive Award Recoupment Policy does not purport to be complete and is qualified by reference to the full text of the policy, a copy of which has been filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

In addition, the Sarbanes-Oxley Act of 2002 generally requires the Company’s CEO and CFO to reimburse the Company for any bonus or other incentive- or equity-based compensation, and any profits on sales of the Company’s stock, that they receive within the 12-month period following the issuance of financial information if there is an accounting restatement because of material noncompliance, as a result of misconduct, with any financial reporting requirement under the federal securities laws.

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Limitations on Change in Control Benefits

The Company will not enter into “single trigger” agreements with its executives providing for the payment of benefits or acceleration of rights to compensation following the occurrence of a change in control of the Company solely as a consequence of the change in control. The Company will not enter into agreements with its executives providing for the payment of additional amounts to the executive to reimburse the executive for any excise tax payable by the executive with respect to his or her compensation received in connection with a change in control transaction involving the Company.

No Tax Gross-Ups

The Company does not provide tax gross-ups on perquisites or other Company benefits.

Insider Trading and Anti-Hedging / Anti-Pledging Policy

The Board hasadopted a Confidentiality and Securities Trading Policy (“Insider Trading Policy”) governing, among other things, purchases, sales and other transactions in our securities by directors, officers, and employees of the Company and its subsidiaries and other covered persons. The Board believes that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. The Insider Trading Policy prohibits trading in the Company’s securities if a person covered by the Policy is aware of material non-public information (subject to certain exceptions, including transactions made pursuant to a written plan that has been adopted in conformity with Rule 10b5-1 under the Exchange Act and Guidelines for Rule 10b5-1 Plans as set forth in the Policy). The Insider Trading Policy includes quarterly and other trading blackouts and sets forth the procedures covered persons must follow before transacting in our securities, including pre-clearance by the Chief Financial Officer of all transactions by directors and executive officers, as well as members of their households. The Insider Trading Policy also prohibits trading in the securities of any other company, including our customers or suppliers, if the director, officer or employee has material, non-public information about that company that was obtained in the course of his or her employment with the Company or Board membership. Under the Insider Trading Policy, directors, officers and employees are also prohibited from disclosing material non-public information about the Company to any other persons. Because our Insider Trading Policy is designed to address transactions in the Company’s securities by our directors, officers, and employees, the Policy does not govern purchases of our securities by the Company. However, it is the policy of the Company that the Company will not engage in transactions in Company securities while in possession of material non-public information relating to the Company or its securities and otherwise will comply with the federal securities laws and applicable listing standards.

Under the Insider Trading Policy, all directors, officers and employees are prohibited from purchasing any financial instrument that is designed to hedge or offset any decrease in the market value of Company securities, and from participating in derivative or speculative transactions with respect to Company securities including, but not limited to, purchasing or selling prepaid variable forward contracts, collars, equity swaps, exchange funds, puts, calls and other derivative instruments. All directors, officers and employees are prohibited from participating in short sales of the Company’s securities. Directors and executive officers are also prohibited from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified by reference to the full text of the Policy, a copy of which has been filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Equity Grant Policy

The Board has adopted an Equity Grant Policy concerning the granting of Equity-Based Awards (as defined). Under the Equity Grant Policy, the Company shall not backdate any Equity-Based Award or manipulate thetiming of the public release of material information or thetiming of the grant of an Equity-Based Award. To support the Equity Grant Policy, the Board and the Compensation Committee have adopted specific practices and procedures. Equity-Based Awards include, but are not limited to, stock options, common stock, restricted

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stock, restricted stock units, performance-based equity awards, deferred or phantom stock or units and stock appreciation rights. The Board and Compensation Committee believe that establishing fixed grant dates in advance, to the extent possible, helps ensure the integrity of the award granting process and effectively takes material nonpublic information into account with respect to the timing of awards. Accordingly, each grant of Equity-Based Awards shall be made on a pre-determined date. The annual grant of Equity-Based Awards to the CEO, other executive officers and employees shall be made under usual circumstances on the third business day following the Company’s release of earnings for the previously completed fiscal year, and such date shall serve as the grant date of such awards (unless otherwise specified by the Board or Compensation Committee). Off-cycle grants of Equity-Based Awards shall have a grant date as determined by the Compensation Committee (or, if delegated to other persons in accordance with the Compensation Committee Charter, as reasonably determined by such delegates), and in all cases consistent with applicable laws, rules and regulations. Any annual grant of Equity-Based Awards to non-employee directors shall be made under usual circumstances on the third business day following the Company’s release of earnings for the first quarter of the current fiscal year, and such date shall serve as the grant date of such awards unless the Board (or the Compensation Committee, if authorized by the Board) determines otherwise. Non-employee directors who join the Board between annual grant dates will receive upon the date of their appointment a pro-rata grant of equity-based awards (in relation to time to be served between the date of appointment and the next grant date) in consideration for their partial year of service, unless the Board (or the Compensation Committee, if authorized by the Board) determines otherwise. The Compensation Committee does not believe that the Company has timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

No stock options were granted during 2024, and no stock options were outstanding at December 31, 2024.

Conclusion

The Compensation Committee believes that the 2024 compensation decisions for the Company’s named executive officers were reasonable and appropriate and consistent with the Company’s compensation principles.

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Compensation Governance Best Practices

The Compensation Committee and management periodically review the compensation and benefit programs for the NEOs and other employees to ensure alignment with Company’s and the Compensation Committee’s philosophy and objectives. Accordingly, the Company adopted a number of practices over the last several years that are responsive to stockholder feedback and align with market-recognized best practices:

In addition to maintaining good corporate governance, the Company has designed the annual incentive plan and long-term incentive plan to be aligned with best practices that mitigate against excessive risk. See“Compensation Risk Assessment”above.

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Additional Information Concerning Executive Compensation

Other Benefits

Retirement Savings Opportunity. All employees may participate in the Company’s 401(k) Retirement Savings Plan (the “401(k) Plan”). Each employee may make before-tax contributions of up to 85% of their eligible compensation, subject to current Internal Revenue Service limits. The Company provides a 401(k) Plan to help employees save some amount of their cash compensation for retirement in a tax efficient manner. Since 2006, the Company has matched contributions made by employees to the 401(k) Plan based upon a formula that considers the amount contributed by the respective employee, with a vesting scheduled based upon the employee’s tenure with the Company. The matching contributions for each NEO are set forth in the “2024 All Other Compensation Table”. The Company does not provide an option for employees to invest in common stock through the 401(k) Plan. The Company has not historically provided any retirement plans, such as defined benefit, defined contribution, supplemental executive retirement benefits, retiree medical or deferred compensation plans requiring mandatory Company contributions, to employees or the NEOs, other than the 401(k) Plan and the Nonqualified Deferred Compensation Plan described below.

Nonqualified Deferred Compensation Plan. The Company offers a nonqualified deferred compensation plan for executives and key members of management to assist us in attracting and retaining these individuals. See “2024 Nonqualified Deferred Compensation Table” below for additional information about this plan.

Severance Benefits. Senior and key executives of the Company who do not have employment agreements providing for severance, including the NEOs (other than Mr. Holmes), are eligible for severance benefits in the event of a termination not for cause under the Executive Severance Plan, and for change in control severance benefits in the event of a termination not for cause or for good reason following a change in control under the Executive Change-in-Control Plan. See “2024 Potential Payments Upon Termination or Change in Control Table” for additional information about these plans.

Health and Welfare Benefits. All full-time employees, including the NEOs, may participate in the Company’s health and welfare benefit programs, including medical, dental and vision care coverage, disability insurance and life insurance. The Company provides these benefits to meet the health and welfare needs of employees and their families.

Employment Agreement

The Company entered into an Executive Employment Agreement with Mr. Holmes effective January 24, 2021. The agreement had an initial term of three years (i.e., through January 24, 2024), subject to automatic renewal. The Company entered into an Amended and Restated Executive Employment Agreement with Mr. Holmes dated as of January 23, 2023 (the “First Amended Agreement”). The First Amended Agreement was substantially similar to the original agreement except that it had a new initial term of four years (i.e., through January 2027), subject to automatic renewal for successive one-year terms, unless notice of non-renewal is given by either party in accordance with the agreement.

The Company entered into a new Amended and Restated Executive Employment Agreement with Mr. Holmes dated as of July 29, 2024 (the “Second Amended Agreement”). The Second Amended Agreement is substantially similar to the First Amended Agreement with an initial term of four years (i.e., through July 2028), and thereafter automatically renews for successive one-year terms, unless notice of non-renewal is given by either party in accordance with the agreement. The Board, in a vote of confidence in Mr. Holmes’ leadership ability to continue to effectively lead the Firm through the next important phase of its historic multi-year transformation, unanimously agreed to amend his employment agreement. Mr. Holmes’ strategic vision and decisive actions have not only steered the Firm to excel through the recent macro environment, but also positioned it for future value creation and sustainable growth. This decision was made to accurately reflect the value that the Firm’s leadership has delivered, and continues to deliver, on the long-term value to stockholders, clients and employees.

Upon completion of an analysis of peer group compensation, the Compensation Committee determined that, for each year of the term, Mr. Holmes’ compensation will include annual base salary of not less than $1,100,000, an annual target cash incentive opportunity of not less than 200% of base salary for the

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remainder of 2024, and not less than 180% of base salary beginning in 2025 and thereafter and, beginning in 2025, an annual target long-term incentive award opportunity equal to 400% of base salary (in the form of 50% performance-based stock units and 50% time-based restricted stock units). The reduction in annual (cash) incentive target opportunity and increase in annual long-term (equity) target opportunity, places more of Mr. Holmes’ total compensation at risk. Annual long-term incentive awards will be subject to continued vesting in the event that Mr. Holmes retires, and accelerated vesting in the event of termination without “cause” or resignation for “good reason”, as such terms are defined in the Second Amended Agreement. Under the Second Amended Agreement, Mr. Holmes was granted a one-time equity award in the form of 61,491 time-vesting restricted stock units with a grant date value of approximately $4,045,489, the terms of which are described above at “Pay Practices – Elements of the Compensation Program – 2024 Performance-Based Equity Awards”. In addition, Mr. Holmes will receive a $150,000 annual allowance for personal use of the Company’s fractional aircraft interests at the Company’s corporate rate and a $25,000 annual perquisite allowance for such items as an annual executive physical or club membership fees – all of which align to the compensation peer group.

The Second Amended Agreement terminates upon the executive’s death or disability, upon the executive’s voluntary termination of employment (other than for “good reason”), or upon the executive’s termination for cause, or in the event of non-renewal by the executive. Termination for cause requires a vote of 75% of the members of the Board. “Cause” is defined as: (1) theft, embezzlement, fraud or material dishonesty that has a material adverse effect on the business or reputation of the Company; (2) willful and material misrepresentation by Mr. Holmes that relates to the Company which has a material adverse effect on the Company; (3) willful misconduct or gross negligence related to the Company that has a material adverse effect on the Company, including violation of any laws; (4) violation of fiduciary duties; (5) conviction of a felony or crime of moral turpitude; (6) material violation of the Company’s policies which has a material adverse effect on the Company; (7) willful refusal to substantially perform duties and responsibilities; (8) refusal to follow the lawful directives of the Board; (9) a material breach of a material provision of the agreement; or (10) unlawful use of or possession of illegal drugs on Company premises or while performing duties.

If Mr. Holmes’ employment is terminated by the Company without cause, or by Mr. Holmes for “good reason,” Mr. Holmes would be entitled to a cash payment equal to 24 months’ base salary and two times his target annual incentive, a pro-rated bonus for the year of termination and continued medical insurance and other health and welfare benefits for 24 months following termination, subject to his execution of a release of claims. “Good reason” is defined as any of the following without Mr. Holmes’ consent: (1) a material diminution in position, title, authority, duties or responsibility, or if he ceases to report to the Board; (2) failure to nominate him to the Board of the Company or the Bank while the agreement is in effect, or removal of Mr. Holmes from the Board of the Company or the Bank; (3) a change of employment location that is more than 35 miles from the Company’s current executive offices; (4) a reduction in base salary or short- or long-term incentive opportunity or a material reduction in the aggregate level of employee benefits; (5) material and repeated or continuous interference with Mr. Holmes’ authority or duties; or (6) the Company’s material breach of agreement.

If in connection with a “change-in-control” of the Company, as defined in the Second Amended Agreement, Mr. Holmes’ employment is terminated other than for cause, death, or disability or by executive for “good reason” within a period of 90 days prior to, and up to two years following, the change-in-control, Mr. Holmes would be entitled to the same severance benefits described above, except that it would include a cash payment equal to three times his base salary and three times his target annual incentive, and 36 months’ of health and welfare benefits. The Seconded Amended Agreement does not include any gross-up for taxes on any of the change-in-control benefits.

Following the termination of employment for any reason, Mr. Holmes will be entitled to receive Accrued Obligations (as defined in the Second Amended Agreement), including equity vesting and payout provisions. In addition, Mr. Holmes and his spouse shall each be entitled to a lifetime medical benefit with Mr. Holmes (or his spouse, as applicable) paying the full amount of the employee portion of the premium, which shall be primary coverage, or supplemental to Medicare, at Mr. Holmes’ annual election.

The Second Amended Agreement contains other terms and conditions, including notice and right to cure provisions, non-competition and non-solicitation covenants for the one-year period following termination for

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any reason, confidentiality obligations and restrictions on Mr. Holmes’ ability to be involved with a competing bank or company with a place of business in a location in which the Company is then engaged.

Compensation Committee Report

The Compensation Committee reviewed and discussed the Compensation Discussion and Analysis that is required by the SEC rules with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Company’s board of directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

This report is submitted by the Compensation Committee of the Board of Texas Capital Bancshares, Inc.

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COMPENSATION TABLES