Elysia Ragusa
TEXAS CAPITAL BANCSHARES INC/TXAbout Elysia Holt Ragusa
Independent director of Texas Capital Bancshares, Inc. (TCBI) since 2010; age 74 as of the proxy mailing date. Principal of RCubetti LLC (since 2018), and former International Director at Jones Lang LaSalle and President/COO of The Staubach Company. Core credentials include commercial real estate, sales/marketing, M&A, change management, and public company board experience; currently chairs the Governance & Nominating Committee and serves on the Compensation & Human Capital Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RCubetti LLC | Principal | 2018–present | Business operations, investment and sales advisory (operator background) |
| Jones Lang LaSalle | International Director (retired) | 2008–2017 | Senior leadership in commercial real estate services |
| The Staubach Company | President & Chief Operating Officer | 2001–2008 | Led operations through merger with JLL; change management/M&A experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fossil Group, Inc. | Director; Lead Director; Nominating & Corporate Governance Chair | 2007–2018 | Former public company directorship and committee leadership |
| The Contemporary Austin | Board of Directors | n/a | Civic/non-profit role |
| UT Austin McCombs School of Business | Advisory Board | n/a | Academic advisory role |
| United Way of Dallas | Allocation Chair | n/a | Community leadership |
| Current public company boards | None | — | No current public directorships disclosed |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent director (all directors except CEO are independent) |
| Committee assignments (2024) | Chair, Governance & Nominating; Member, Compensation & Human Capital |
| Committee chairs | Governance & Nominating (Chair) |
| Meeting attendance | Board held 7 meetings in 2024; each director participated in at least 75% of Board and committee meetings on which they served |
| Board evaluation | Multi-faceted annual self-evaluation led by Governance & Nominating; one-on-ones; enhancements implemented (e.g., risk deep dives, materials) |
| Lead independent/structure | Independent Chair in 2024; CEO became Chair post-2025 AGM; Lead Independent Director role instituted with enhanced duties |
| Overboarding policy | Max 4 public boards for directors; she holds no other current public boards (in compliance) |
Fixed Compensation (Director Pay – 2024)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $70,000 | |
| Committee Chair fee (Governance & Nominating) | $25,000 | |
| Committee membership fee (non-Chair) | $10,000 per committee membership | |
| Director equity retainer | $80,000 in RSUs (time-based) | |
| Ragusa – fees earned/paid in cash (2024) | $115,000 | |
| Ragusa – stock awards (grant date fair value, 2024) | $80,013 | |
| Ragusa – total director compensation (2024) | $195,013 |
Notes:
- Cash column includes annual retainers, committee chair/member fees, and any meeting fees as applicable; individual cash total reflects her specific committee mix and service .
- Equity retainer is delivered as time-based RSUs; see Performance Compensation for grant detail .
Performance Compensation (Equity Detail for Directors)
| Award Type | Grant Date | Shares Granted | Grant Date FV/Share | Vesting | Amount |
|---|---|---|---|---|---|
| Time-based RSUs (annual director grant) | Apr 23, 2024 | 1,330 | $60.16 | 100% vests on Apr 23, 2025 | $80,013 total grant-date FV |
| 2025 anticipated annual director grant (plan guidance) | Apr 2025 (anticipated) | n/a | n/a | 100% vests at next AGM | ~$110,000 value per director (on grant) |
- Directors do not receive performance-conditioned equity; RSUs are time-based and subject to the firm’s recoupment and ownership/holding policies .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | None disclosed |
| Prior public boards | Fossil Group, Inc. (Lead Director; NCG Chair) |
| Interlocks with TCBI peers/customers | Not disclosed in proxy; none indicated |
Expertise & Qualifications
- C-suite/public company board experience; commercial real estate expertise; leadership training; change management; M&A; sales/marketing .
- As Governance & Nominating Chair, central to director recruitment, refreshment, and annual board/committee evaluations (key to board effectiveness) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common) | 15,795 shares (<1% outstanding) as of Feb 19, 2025 |
| Unvested RSUs at 12/31/2024 | 1,330 RSUs (2024 annual grant) |
| Ownership guidelines | Directors expected to hold ≥5x the cash portion of annual retainer; directors may not dispose below this threshold |
| Compliance status (as of 12/31/2024) | All then-current independent directors met guideline except a new 2024 appointee (Midkiff); by implication Ragusa met |
| Hedging/pledging | Company prohibits hedging and pledging under Insider Trading Policy |
Governance Assessment
- Strengths (board effectiveness): As Governance & Nominating Chair, Ragusa actively influences board composition, succession, and the rigorous annual evaluation process, with documented enhancements (risk focus, education, improved materials), supporting high-quality oversight in a regulated bank context . Independence and attendance thresholds are met; she also serves on the Compensation Committee, aligning with broad oversight of human capital and pay governance .
- Alignment: Director pay mix balances cash with equity (~$80k RSUs), subject to ownership guidelines (≥5x cash retainer) that she meets; anti-hedging/anti-pledging further aligns interests with shareholders .
- Conflicts/related-party exposure: Proxy discloses only ordinary-course banking relationships under Regulation O and states no related-party transactions requiring specific disclosure beyond those ordinary-course terms; no Ragusa-specific related-party items are identified .
- Risk indicators/red flags: No disclosed pledging, option repricing, or related-party transactions tied to Ragusa. Note the director retirement policy at age 75 (Board can waive annually); policy context is relevant for board refreshment planning but not a red flag in itself .
Observation: The anticipated 2025 increase in the annual director equity grant value to approximately $110,000 (from $80,000) modestly shifts the cash/equity mix toward equity; governance teams should monitor rationale and peer alignment given pay inflation risk for directors .
Committee Snapshot (Current)
| Committee | Role |
|---|---|
| Governance & Nominating | Chair |
| Compensation & Human Capital | Member; signed 2025 Compensation Committee Report |
Director Compensation – Component Reference (for benchmarking)
| Position | Cash Retainer (Annual) |
|---|---|
| Board Member | $70,000 |
| Chairman of the Board | $90,000 |
| Audit Chair | $30,000 |
| Risk Chair | $30,000 |
| Compensation & Human Capital Chair | $25,000 |
| Governance & Nominating Chair | $25,000 |
| Committee Member (not Chair) | $10,000 |
| Equity Retainer | $80,000 RSUs (2024 policy) |
Director Compensation – Individual (2024)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash (Ragusa) | $115,000 |
| Stock awards (grant-date FV) | $80,013 |
| Total | $195,013 |
| 2024 RSU grant details | 1,330 RSUs on Apr 23, 2024; vest Apr 23, 2025; $60.16/share |
Attendance and Engagement
- Board met 7 times in 2024; each director met ≥75% attendance across Board and assigned committees; 11 of 12 directors attended the 2024 Annual Meeting (individual attendance not itemized) .
Policies and Shareholder Alignment
- Director ownership guideline (≥5x cash retainer) and disposal restrictions; anti-hedging/anti-pledging; annual elections; executive sessions of independent directors; majority vote resignation policy; comprehensive recoupment; no poison pill .
Summary for Investors
- Ragusa is a long-tenured, independent director with deep operating and governance credentials, currently chairing Governance & Nominating and serving on Compensation—positions central to board quality and pay governance. No related-party conflicts or hedging/pledging concerns are disclosed; ownership aligns with policy. Monitor the step-up in 2025 director equity grant values for market alignment and potential director pay inflation risk .