John Cummings
TEXAS CAPITAL BANCSHARES INC/TXAbout John Cummings
John W. Cummings (age 64) is Managing Director and Chief Administrative Officer (CAO) of Texas Capital Bancshares, Inc. and Texas Capital Bank; he has served as Company CAO since October 2022, Bank CAO since January 2022, and was named Managing Director on March 1, 2023 . He previously spent nine years at Citigroup (including Head of Wealth Advisory, COO and Head of U.S. Investment Products for Citigroup Personal Wealth Management) and 27 years at Merrill Lynch (culminating as COO of the Global Private Client business and Head of Technology & Operations) . Company context during his tenure: 2024 net income $60.3M (adjusted $208.3M), diluted EPS $1.28 (adjusted $4.43), total deposits $25.2B, total assets $30.7B; five‑year cumulative TSR $137.75 vs Nasdaq Bank Index $112.02, with PRSUs tied to 3‑yr ROTCE and relative TSR (KBW Regional Bank Index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup Inc. | Head of Wealth Advisory; COO and Head of U.S. Investment Products, Citigroup Personal Wealth Management | 9 | Led wealth advisory and investment product businesses; senior operating leadership across finance/technology |
| Merrill Lynch & Co. | COO, Global Private Client; Head of Technology & Operations; earlier roles in Finance, Corporate Services, Sales | 27 | Scaled client operations and technology; ran major private client and operations franchises |
External Roles
| Organization | Role | Years |
|---|---|---|
| Depository Trust Company | Board of Directors (prior service) | — |
| Level 8 | Board of Directors (prior service) | — |
| Columbia University MS in Technology Management | Advisory Board | — |
Fixed Compensation
Multi‑year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 471,591 | 500,000 | 500,000 |
| Bonus ($) | 770,000 | — | — |
| Annual Incentive – Cash ($) | 551,000 | 380,000 | 588,197 |
| Long‑Term Equity Awards ($ grant‑date fair value) | 330,010 | 558,027 | 905,174 |
| All Other Compensation ($) | 12,505 | 25,596 | 20,700 |
| Total Compensation ($) | 2,135,106 | 1,463,623 | 2,014,071 |
| Target Bonus (% of Salary) | — | — | 95% ($475,000 target) |
2024 “All Other Compensation” detail for Cummings: Company 401(k) contributions $20,700 .
Performance Compensation
Annual cash incentive plan (2024 design and outcomes):
| Component | Weighting | Target | Actual/Payout Basis | Vesting/Hold |
|---|---|---|---|---|
| Return on Average Assets | 35% | Committee‑set | Financial metrics aggregate payout 123% of target | Cash bonus paid Feb 2025 |
| Efficiency Ratio | 35% | Committee‑set | Financial metrics aggregate payout 123% of target | Cash bonus paid Feb 2025 |
| Management Strategic Objectives (MSOs) | 30% | Individualized | NEO MSO payouts ranged 100%–150% of target (range applies across NEOs) | Cash bonus paid Feb 2025 |
Long‑term equity (RSUs and PRSUs):
| Award | Grant Date | Structure | Metric & Weighting | Target/Range | Vesting | Notes |
|---|---|---|---|---|---|---|
| Time‑based RSU | 2/16/2024 | RSU | — | 4,409 units ($262,556 grant value) | Ratable over 3 years (2025–2027) | Standard RSU vesting; subject to hold/recoupment |
| Performance RSU (PRSUs) | 2/16/2024 | PRSU | 3‑yr Avg ROTCE (60%); Relative TSR vs KBW Regional Bank Index (40%) | Threshold 2,205; Target 4,409; Max 8,818 units ($292,615 at target) | Cliff at end of 3‑yr period (12/31/2026) | TSR leg payout capped at 100% if TSR negative |
| Time‑based RSU (special retention) | 7/29/2024 | RSU | — | 5,320 units ($350,003 grant value) | Cliff at 3 years (7/29/2027) | One‑time recognition award |
| Time‑based RSU | 2/9/2023 | RSU | — | 2,613 units (market value $204,337 at 12/31/24) | Ratable over 3 years | — |
| PRSUs | 2/9/2023 | PRSU | 3‑yr metrics above | 3,919 units (shown at target; payout depends on 2023–2025 performance) | Cliff at end of 3‑yr period (12/31/2025) | — |
| Time‑based RSU | 2/1/2022 | RSU | — | 1,725 units (market value $134,895 at 12/31/24) | Ratable over 3 years | — |
| 2022 PRSU payout (NEO program) | — | PRSU | 3‑yr Avg ROTCE; Relative TSR (peer group) | Aggregate payout 172.4% of target (ROTCE actual 8.7%; TSR 81st percentile) | Vested early 2025 (post‑determination) | Applies to 2022 cohort; framework referenced for NEOs |
Stock vested in 2024 (realized):
| Name | Shares Vested | Value Realized |
|---|---|---|
| John W. Cummings | 3,031 | $181,804 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 7,821 shares; <1% of outstanding |
| Ownership as % of shares outstanding | <1% (outstanding shares 46,124,746 as of 2/19/2025) |
| Unvested time‑based RSUs (12/31/24) | 5,320 (7/29/2024); 4,409 (2/16/2024); 2,613 (2/9/2023); 1,725 (2/1/2022) |
| Unearned PRSUs at target (12/31/24) | 4,409 (2/16/2024); 3,919 (2/9/2023) |
| Market value reference | $78.20 closing price on 12/31/2024 used for award values |
| 2024 vest realizations | 3,031 shares; $181,804 value |
| Stock ownership guidelines | CEO 6x salary; other NEOs 4x; counts include common, time‑based RSUs, and vested portions of certain awards |
| Compliance status disclosure | As of 12/31/2024, Holmes, Scurlock, Alvarado met minimums; Cummings not listed as attained |
| Hedging/pledging | Prohibited; directors/executives cannot hold in margin accounts, pledge shares, or enter derivatives; pre‑clearance required; trading windows/blackouts apply |
| Hold/recoupment | Robust recoupment/forfeiture policy covering cash and equity (four years lookback; restatement, misconduct, extraordinary loss, covenant violations); equity subject to holding requirements |
Employment Terms
| Topic | Provision |
|---|---|
| Employment agreement | Not disclosed; NEOs (other than CEO) covered by Executive Severance Plan and Executive Change‑in‑Control Plan |
| Severance (no CIC) | 12 months base salary + 1.0x average prior 2‑yr incentive; COBRA premiums for 12 months; standard release, non‑compete/non‑solicit/confidentiality required |
| Change‑in‑control (double trigger) | 18 months base salary + 1.5x average prior 2‑yr incentive; COBRA premiums for 18 months; outplacement up to 6 months; no tax gross‑ups |
| “Cause” and “Good Reason” | Defined in plan/policy (e.g., material demotion, relocation >50 miles without consent, certain compensation reductions; detailed “cause” triggers) |
| Equity on termination (CIC) | Unvested time‑based RSUs and performance‑based RSUs vest (performance RSUs at target) upon qualifying CIC termination per awards table methodology |
| Estimated payments (as of 12/31/24) | Severance (no CIC): $984,099; CIC severance: $1,476,149; accelerated vesting value under CIC: $1,751,290; other benefits: $22,198 (no CIC) / $33,297 (CIC) |
| Insider trading policy | Strict pre‑clearance and blackout regimen; Rule 10b5‑1 plans allowed under company guidelines |
Vesting Schedules and Potential Selling Pressure
- Time‑based RSUs granted 2/16/2024 vest ratably over three anniversaries (2025–2027) for 4,409 units; special one‑time RSUs granted 7/29/2024 cliff‑vest on 7/29/2027 for 5,320 units; prior time‑based RSUs granted 2/9/2023 and 2/1/2022 continue to vest per three‑year ratable schedules .
- Performance RSUs granted 2/9/2023 and 2/16/2024 cliff‑vest following the three‑year performance periods ending 12/31/2025 and 12/31/2026, respectively; TSR component payout capped at 100% if TSR is negative over the period .
- Company prohibits hedging and pledging, and imposes post‑vest holding and recoupment/forfeiture, which moderates near‑term liquidity for executives despite vest events .
Performance & Track Record
- 2024 highlights: led consumer/private banking roadmap delivery, grew average deposits and new clients above plan, enhanced private banking platform, increased Wealth Management & Trust fee income by 10% YoY, expanded digital capabilities, reengineered client service model, delivered high‑quality office space across markets, partnered on structural efficiencies .
- Company performance context: fee income focus areas $178M with 36% YoY increase in targeted lines; balance sheet strength (TCE/TCA 10.0%, CET1 11.4%); strategic portfolio repositioning and healthcare portfolio acquisition; recognition as best regional bank .
Compensation Structure Analysis
- Mix shift: Equity grants rose from $330,010 (2022) to $905,174 (2024), while cash annual incentive fluctuated ($551,000 in 2022, $380,000 in 2023, $588,197 in 2024), indicating increased long‑term, equity‑linked pay emphasis tied to ROTCE/relative TSR outcomes .
- Program features: annual cash plan retains quantitative focus (ROAA, Efficiency) at 70% weighting; PRSUs maintain 3‑year ROTCE (60%) and relative TSR (40%) with downside cap on TSR leg; enhanced recoupment and anti‑hedging/pledging policies reinforce pay‑for‑performance and risk control .
Equity Ownership & Alignment
- Beneficial ownership (7,821 shares; <1%) is modest; however, unvested/uneared equity represents material alignment through future vesting and performance outcomes (e.g., $344,784 and $306,466 PRSU target values at 12/31/24; multiple RSU tranches outstanding) .
- Ownership guidelines require 4x salary for other NEOs; compliance status for Cummings was not listed as attained as of 12/31/2024; hedging and pledging are prohibited and equity awards are subject to hold and broad recoupment .
Employment Terms
- Covered by Executive Severance Plan and Executive Change‑in‑Control Plan (double‑trigger); severance multiples of 1.0x average incentive (no CIC) and 1.5x (CIC) with 12/18 months of salary and COBRA premiums; estimated CIC severance $1,476,149 and accelerated equity value $1,751,290 as of 12/31/2024 .
Investment Implications
- Alignment: Significant multi‑year PRSU/RSU overhang tied to ROTCE and relative TSR supports long‑term alignment and execution focus; downside cap on TSR leg and robust clawback/holding policies reduce risk of paying for poor outcomes .
- Retention and timing: Cliff vesting of 5,320 RSUs on 7/29/2027 and PRSU cliffs in 2025/2026 are tangible retention levers and potential liquidity events to monitor around vest dates within insider trading/holding constraints .
- Governance risk mitigants: Prohibitions on hedging/pledging, double‑trigger treatment under CIC, and absence of tax gross‑ups align with shareholder‑friendly practices, lowering governance red flags .