Jonathan Baliff
TEXAS CAPITAL BANCSHARES INC/TXAbout Jonathan E. Baliff
Independent director at Texas Capital Bancshares, Inc. (TCBI) since 2017, age 61 as of the proxy mailing date, and designated as an SEC “Financial Expert.” He is CFO and a director at Redwire Corporation (NYSE: RDW), a U.S. Air Force veteran (Captain, retired 1993), with prior senior roles at Bristow Group, Genesis Park Acquisition Corp., NRG Energy, and Credit Suisse, bringing deep finance, corporate strategy, and capital markets expertise to TCBI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Redwire Corporation (NYSE: RDW) | Chief Financial Officer; Director | Since 2021 | Member, Nominating & Corporate Governance Committee |
| Genesis Park (Private investment firm) | Operating Partner | Not stated | Strategic investing/operating support |
| Genesis Park Acquisition Corp. (NYSE: GNPK) | President, CFO, Director | 2020–2021 (merged with Redwire) | SPAC leadership through combination with Redwire |
| Bristow Group Inc. (NYSE: VTOL) | CEO, President, Director; prior SVP & CFO | CEO 2014–2019; CFO 2010–2014 | Led through oil price collapse era; industry bankruptcy context described |
| NRG Energy | EVP – Strategy | 2008–2010 | Corporate strategy leadership |
| Credit Suisse | Managing Director, Global Energy Group | 1997–2008 | Energy investment banking |
| U.S. Air Force | Captain (retired) | 1985–1993 | Military leadership; veteran status |
External Roles
| Company/Institution | Role | Committee/Capacity |
|---|---|---|
| Redwire Corporation | Director | Nominating & Corporate Governance Committee member |
| Alley Theatre | Board Member | Community involvement |
| Georgetown University Graduate School of Foreign Service | Board of Advisors | Academic advisory engagement |
| Prior public boards: Genesis Park Acquisition Corp.; Bristow Group Inc. | Director | Prior governance roles |
Board Governance
- Independence: Independent director; 12 of 13 nominees are independent (CEO excluded) .
- Committee assignment: Audit Committee member (not Chair); “Financial Expert” designation confirmed .
- Meeting cadence: Board met 7 times in 2024; Audit Committee met 6 times .
- Attendance: Each director attended at least 75% of Board and relevant committee meetings in 2024 .
- Executive sessions: Independent director executive sessions held at each regular Board meeting .
Fixed Compensation
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Standard for non-employee directors |
| Committee member retainer | $10,000 | For each committee membership (non-chair) |
| Committee chair retainer | Audit: $30,000; Risk: $30,000; Compensation: $25,000; Governance: $25,000 | Not applicable to Baliff (not chair) |
| Director equity retainer (RSUs) | $80,000 (grant-date value) | Time-based RSUs vest at next annual meeting |
| 2024 total (Baliff) | Fees: $80,000; Stock awards: $80,013; Total: $160,013 | Includes meeting fees; equity award fair value per ASC 718 |
Performance Compensation
| Grant | Grant Date | Units | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs (Baliff) | 2024-04-23 | 1,330 | $60.16 per unit | 100% on 2025-04-23 | None; time-based RSUs (no performance conditions) |
| Plan features (outside directors) | N/A | N/A | N/A | Recoupment applies; minimum vesting standards; no dividends on unearned awards | Amended 2022 LTIP prohibits repricing; limits outside director awards to $500,000/year; awards subject to recoupment |
Equity awards are subject to TCBI’s Incentive Award Recoupment Policy; no options were granted or outstanding under the 2022 Plan as of year-end 2024 .
Other Directorships & Interlocks
| Organization | Relationship to TCBI | Potential Interlock Risk |
|---|---|---|
| Redwire Corporation (Aerospace) | External CFO and director; unrelated industry | Within TCBI’s overboarding/capacity limits (≤4 public boards); no related-party transactions indicated in available disclosures |
Expertise & Qualifications
- SEC “Financial Expert” with extensive CFO/CEO experience, investment banking background, energy sector strategy, and public company governance .
- Military leadership experience (U.S. Air Force Captain), contributing discipline and risk oversight perspective .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 8,265 shares; <1% of outstanding |
| Unvested director RSUs (as of 12/31/2024) | 1,330 units (vest in full at the next annual meeting) |
| Ownership guidelines | Directors must hold ≥5x the cash portion of annual retainer; counts include time-based RSUs |
| Compliance status (12/31/2024) | All independent directors met guidelines except the 2024 new joiner (Midkiff); Baliff compliant |
| Hedging/Pledging | Prohibited for directors under Insider Trading and Anti-Hedging/Anti-Pledging Policy |
| Section 16 compliance | No delinquent filings noted for Baliff; one late filing noted for another director in 2024 |
Governance Assessment
- Strengths: Independent, Audit Committee member, and SEC “Financial Expert,” aligning with TCBI’s strong risk oversight framework and audit sophistication .
- Alignment: Balanced cash/equity compensation mix; robust director ownership guidelines with confirmed compliance reinforce skin-in-the-game .
- Controls: Anti-hedging/anti-pledging, equity grant policy, and comprehensive recoupment enhance governance quality and investor protection .
- Engagement signals: Board conducts independent executive sessions; TCBI’s say-on-pay support improved to 82.6% in 2024, reflecting responsiveness to investor feedback (context for board credibility) .
- Watch items: Time commitment as CFO/director at Redwire merits ongoing capacity monitoring, though current overboarding limits are met; no specific related-party exposures identified in available proxy disclosures .
Director Compensation Detail (2024)
| Name | Fees Earned/Paid in Cash | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Jonathan E. Baliff | $80,000 | $80,013 | $160,013 |
Board & Committee Activity (2024)
| Body | Meetings in 2024 | Baliff Role |
|---|---|---|
| Board of Directors | 7 | Director; independent |
| Audit Committee | 6 | Member; Financial Expert |
Policy Highlights Relevant to Baliff
- Overboarding/Capacity: Directors capped at ≤4 public company boards; Chairman capped at ≤2 other boards; executive officers ≤1 other board .
- Director Equity: Annual RSUs vest at the next annual meeting; plan bars repricing, dividends on unearned awards; awards subject to recoupment; outside director annual cap $500,000 .
- Insider Trading: Prohibits hedging, pledging, short-selling; requires pre-clearance; quarterly blackouts .
Related Party & Conflicts
- The proxy contains an “Indebtedness of Management and Related Party Transactions” section; no specific transactions involving Baliff are identified in the available director biography, compensation, or ownership disclosures reviewed .
Shareholder Feedback Signals
- Say-on-pay support: 82.6% approval at the 2024 annual meeting; board conducted targeted investor outreach in fall 2024, informing compensation disclosure enhancements .
- Ongoing engagement: Management and select directors engaged with holders representing significant ownership; structured outreach supports governance credibility .
Summary Implications for Investors
- Baliff enhances audit rigor and board financial oversight; his independent status and Financial Expert credentials are positives for governance quality and investor confidence .
- Compensation/ownership structures align director incentives with long-term shareholder value; compliance with ownership guidelines and prohibition of hedging/pledging further reduces misalignment risk .
- Capacity remains a monitoring item given external CFO responsibilities; current policy guardrails mitigate overboarding risks .