Dale Tremblay
TEXAS CAPITAL BANCSHARES INC/TXAbout Dale W. Tremblay
Independent director of Texas Capital Bancshares (TCBI); age 66; director since 2011. Executive Chairman (former President/CEO) of C.H. Guenther & Son LLC (Pioneer Flour Mills), with earlier senior leadership at The Quaker Oats Company overseeing worldwide food service businesses. Recognized by the Board as an SEC “Financial Expert,” with public company board experience, M&A/private equity, and sales/marketing expertise .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| C.H. Guenther & Son LLC (Pioneer Flour Mills) | Executive Chairman; formerly President/CEO | Since 2001 (firm tenure) | Led one of the oldest privately held U.S. food manufacturers; extensive operating leadership . |
| The Quaker Oats Company | Senior Officer; led Worldwide Food Service businesses | Prior to 2001 (before CHG&S) | Global P&L and channel leadership across foodservice . |
| Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) | Director; Chair, Compensation Committee; Audit Committee member | 2005–2019 | Chaired comp committee at a large public advertising company; governance and pay oversight . |
External Roles
| Organization | Type | Role | Dates/Notes |
|---|---|---|---|
| Monogram Foods | Private company | Director | Current; major co-packer/private label provider . |
| NatureSweet Ltd. | Private company | Director (former) | Prior service; ag/distribution . |
| Pritzker Advisory Board | Advisory | Vice Chair | Community/industry advisory capacity . |
| Haven for Hope | Non-profit | Director | Community impact role . |
| Federal Reserve Bank of Dallas | Advisory | Former Consumer Advisory Committee Member | Prior service . |
| San Antonio Opera | Non-profit | Former Director | Prior service . |
| Texas Can Academy – San Antonio | Non-profit | Former Founding Board Member | Prior service . |
Board Governance
- Independence: Independent director; Board determined all current directors other than the CEO are independent; each nominee (other than the CEO) qualifies as independent under Nasdaq and SEC rules .
- Committees: Audit Committee (member) and Governance & Nominating Committee (member) .
- Financial Expert: The Board designated Mr. Tremblay an “audit committee financial expert” under SEC rules .
- Attendance and engagement: The Board met 7 times in 2024; Audit met 6; Governance met 4. Each director attended at least 75% of Board/committee meetings on which they served in 2024 .
- Tenure: Director since 2011 (14 years of service as of 2025 proxy) .
Fixed Compensation
| Component (Directors) | 2024 Amount | Notes |
|---|---|---|
| Cash fees (board/committee/other) | $102,500 | Includes board retainer and committee/member fees; may include subsidiary board committee fees . |
| RSU grant (grant-date fair value) | $80,013 | 1,330 RSUs granted April 23, 2024 at $60.16; vests April 23, 2025; Mr. Tremblay elected to defer vesting/settlement until the earlier of 5 years post‑vesting or separation . |
| Total 2024 compensation | $182,513 | Sum of cash + RSUs (ASC 718 grant-date FV) . |
Director compensation schedule (effective 2024):
- Annual cash retainer: $70,000; Committee Chair fees: Audit $30,000; Risk $30,000; Compensation $25,000; Governance $25,000; Committee member (non‑chair): $10,000; Chairman of the Board: $90,000; Equity retainer: $80,000 in RSUs annually .
Performance Compensation
| Equity Type | Performance Metrics | Vesting | 2024 Details |
|---|---|---|---|
| Time-based RSUs (director annual grant) | None (time-based only) | 100% vesting at ~1 year (next annual meeting cycle) | 1,330 RSUs granted 4/23/24 at $60.16; vest 4/23/25; deferral election in place for Mr. Tremblay . |
Notes:
- No stock options are outstanding under the current plan; director awards are RSUs; no dividends accrue/are paid on unvested RSUs until vesting per plan/policy .
- Clawback policy applies broadly to incentive compensation and equity awards .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None . |
| Prior public company boards | Clear Channel Outdoor Holdings, Inc. (Director; Comp Committee Chair; Audit member), 2005–2019 . |
| Interlocks (Comp Committee) | Company discloses no compensation committee interlocks/insider participation in 2024 . |
Expertise & Qualifications
- SEC “Financial Expert”; significant accounting/financial oversight and audit committee experience .
- Public/private company leadership; M&A and private equity experience; sales/marketing expertise .
- Governance and compensation oversight as former chair of a public company compensation committee .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 14,995 shares; less than 1% of outstanding common stock . |
| Unvested director RSUs (as of 12/31/24) | Each current director (other than the 2024 appointee) held 1,330 unvested RSUs; Mr. Tremblay elected deferral of 100% of his 2024 award as noted . |
| Ownership guidelines | Directors must hold 5x the cash portion of the annual retainer; as of 12/31/24, all independent directors (except the 2024 new director) had met the guideline (implies Mr. Tremblay is compliant) . |
| Hedging/pledging | Prohibited for directors under Insider Trading and Anti‑Hedging/Anti‑Pledging Policy . |
Governance Assessment
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Strengths/signals:
- Deep operating background with strong financial oversight; designated SEC financial expert on Audit Committee—supports board risk oversight and financial reporting integrity .
- Independent; long-tenured with institutional knowledge; active committee service on Audit and Governance & Nominating .
- Pay structure aligns with shareholders via meaningful equity (RSUs); personal deferral election indicates long-term alignment; directors subject to 5x retainer ownership guideline (met) and anti‑hedging/anti‑pledging policies .
- No related‑party transactions disclosed involving Mr. Tremblay; company reports no related‑party transactions requiring disclosure beyond ordinary course policy controls .
- Company-wide say‑on‑pay support improved to 82.6% in 2024, indicating acceptable investor sentiment on compensation governance; broad clawback policy in place .
-
Watch items (not currently red flags):
- Tenure (since 2011) is long relative to board refresh cycles; however, the board has refreshed multiple seats since 2021 and maintains annual evaluations and succession planning; directors met attendance expectations (≥75%) .
- Executive Chairman role at a private company (C.H. Guenther) could pose potential related‑party exposure in banking relationships; no such transactions were disclosed; continue to monitor related‑party section in future proxies/8‑Ks .
Overall, Mr. Tremblay’s financial expertise, committee assignments (Audit; Governance), ownership alignment (guideline compliance; RSU deferral), and lack of disclosed conflicts support board effectiveness and investor confidence .