David Huntley
TEXAS CAPITAL BANCSHARES INC/TXAbout David S. Huntley
Independent director at Texas Capital Bancshares (TCBI) since 2018, age 66. Former Senior EVP and Chief Compliance Officer at AT&T Inc. with a 27+ year career focused on legal, compliance, privacy and data protection. Currently serves on TCBI’s Audit Committee and is Chair of the Compensation and Human Capital Committee, with an independence designation under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AT&T Inc. and subsidiaries | Senior EVP & Chief Compliance Officer | 2014 – 2023 | Led privacy policy, legal/regulatory compliance, asset protection |
| AT&T Services | Senior VP & Assistant General Counsel | 2012 – 2014 | Legal leadership for services unit |
| AT&T Advertising Solutions & AT&T Interactive | Senior VP & General Counsel | 2010 – 2012 | Business unit general counsel |
External Roles
| Organization | Role | Notes |
|---|---|---|
| AT LAST! | Director | Non-profit board service |
| Baylor Health Care System Foundation | Director | Community/healthcare engagement |
| Dallas Citizens Council | Director | Civic leadership |
| Southern Methodist University | Trustee | Academic institution governance |
| Dallas Medical Resources | Public Trustee | Healthcare policy oversight |
| Texas Business Hall of Fame | Executive Committee | Business community leadership |
Board Governance
- Independence: Independent director; one of 12 independent nominees (12 of 13 board members/nominees) .
- Committees: Audit (member); Compensation & Human Capital (Chair) .
- Committee meeting cadence (2024): Audit 6; Compensation & Human Capital 5 .
- Attendance: All directors attended at least 75% of board and committee meetings in 2024 .
- Shareholder engagement: As Compensation Chair, joined the Chairman in Fall 2024 investor meetings (board-level engagement program) .
- Board leadership: CEO becomes Chair after 2025 annual meeting; Lead Independent Director role strengthened (oversight balance) .
Fixed Compensation (Director Pay)
| Component | Structure / Rate | Huntley 2024 Actual |
|---|---|---|
| Board annual cash retainer | $70,000 | — |
| Compensation & Human Capital Committee Chair retainer | $25,000 | — |
| Committee member (not Chair) | $10,000 (per committee) | — |
| Equity retainer | $80,000 in RSUs (annual grant) | — |
| Cash fees earned (incl. retainers/meeting fees) | — | $102,500 |
| Stock awards (grant-date fair value) | — | $80,013 |
| Total director compensation (2024) | — | $182,513 |
Notes:
- Standard program indicates Huntley’s expected cash components align to role (Board + Comp Chair + Audit member) and the equity grant is in RSUs that vest in full at ~1 year .
Performance Compensation (Committee Oversight and Metrics)
As Compensation & Human Capital Committee Chair, Huntley oversees TCBI’s pay‑for‑performance design:
- Annual incentive (for executives): 70% weighted to financials (ROAA 35%, Efficiency Ratio 35%), 30% to Management Strategic Objectives (MSOs); max 150% of target .
- Long-term equity (for executives): 50% PRSUs on 3-yr Average ROTCE (60%) and Relative TSR vs KBW Regional Bank Index (40%), and 50% time-based RSUs; PRSUs pay 0–200% with negative TSR cap .
2024 executive annual incentive outcomes:
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|---|
| ROAA | 35% | 0.45% | 0.65% | 0.80% | 0.76% | 137% | 48.0% |
| Efficiency Ratio | 35% | 73% | 68% | 63% | 67% | 110% | 38.5% |
| Aggregate financial payout (financials only) | — | — | — | — | — | — | 86.5% |
| Aggregate AIP payout range (incl. MSOs) | — | — | — | — | — | — | 116%–131% of target |
Long-term equity results:
- 2022 PRSUs (3-yr period ended 12/31/2024) paid at 172.4% of target (ROTCE 154% achievement; Relative TSR 200%) .
Compensation governance safeguards overseen by the committee: robust clawback (restatement, misconduct, extraordinary loss, policy/covenant violations) ; double-trigger CIC; no excise tax gross-ups; anti-hedging/anti-pledging; equity grant policy with fixed grant dates .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Public boards (past five years) | None |
| Compensation committee interlocks | None (company-level disclosure) |
Expertise & Qualifications
- Compliance and legal expertise; designed and implemented privacy/data protection programs at AT&T .
- Risk oversight experience supporting Audit Committee service .
- Stakeholder engagement experience – joint investor outreach with Board Chair on pay/governance matters .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 9,468 (<1%) |
| Director stock ownership guideline | 5x cash retainer |
| Compliance with guideline | Yes (all independent directors except the 2024 joiner) |
| Anti-hedging/anti-pledging | Prohibited for directors |
Related Party / Conflicts Review
- Related-party transactions: Company reports no related party transactions requiring specific disclosure; loans to directors would require advance Board approval and must be on market terms under Regulation O .
- Section 16 compliance: No delinquent filings reported for Huntley; only one director (Rosenberg) had a late Form 4 in 2024 .
Say‑on‑Pay & Shareholder Feedback (Committee Chair Role)
- 2024 say‑on‑pay support: 82.6% of votes cast .
- 2024–2025 engagement: Huntley (as Comp Chair) and Chair Stallings engaged holders (~44.8% of shares) on compensation design, one‑time awards rationale, and continued disclosure enhancements .
- Independent consultant: Pearl Meyer advises the committee on executive and director pay .
Governance Assessment
Strengths
- Independent director; chairs a key committee (Compensation & Human Capital) and serves on Audit—strong alignment with compliance and oversight background .
- Demonstrated shareholder engagement leadership; improved transparency on pay design and outcomes .
- Director pay structure balanced (cash + equity) with robust ownership guidelines (5x retainer) and anti‑hedging/pledging policies; Huntley is in compliance .
- Compensation program features clear, quantifiable metrics (ROAA, Efficiency Ratio; ROTCE, Relative TSR), prudent caps, and a broad clawback policy .
Watch items
- One‑time 2024 executive RSU awards (including CEO) elevate retention but can create perceived pay inflation risk; board provided rationale and engaged investors—continued scrutiny warranted .
- Post‑2025 combination of CEO/Chair roles increases importance of a strong Lead Independent Director and active committee chairs; structure updated to bolster LID authority .
RED FLAGS
- None identified specific to Huntley: no related‑party transactions disclosed; no Section 16 issues; anti‑hedging/pledging policy in effect .