Laura Whitley
TEXAS CAPITAL BANCSHARES INC/TXAbout Laura Whitley
Laura L. Whitley, age 63, is an independent director of Texas Capital Bancshares, Inc. (TCBI) since 2023 and is designated an SEC “Financial Expert.” She is Chief Financial Officer at Urban Strategies (since 2021) and previously spent nearly 35 years at Bank of America leading global commercial banking, asset‑based lending, credit & treasury products, consumer banking products, and private banking (Operating Committee member). She holds an NACD cybersecurity certification and brings deep expertise in accounting, financial management, and regulatory reporting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Urban Strategies | Chief Financial Officer | Since 2021 | Financial leadership at one of the largest Early Head Start contractors |
| Bank of America | Executive Vice President; Head of Global Commercial Banking; President – Consumer Banking Products & Services; President – Private Banking Central Region; Head of Credit & Treasury Products; led Banc of America Business Capital | ~35 years; multiple leadership roles (dates not individually specified) | Member of Operating Committee and Global Banking & Markets Operating Committee; led asset‑based lending platform |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| World Vision Inc. | Director; Chair, Audit Committee | Not disclosed | Non‑profit governance; audit oversight |
| AT&T Performing Arts Center | Founding member, Board of Directors | Not disclosed | Community leadership |
| United Way of Dallas Women of Tocqueville | Founding Chair | Not disclosed | Philanthropic leadership |
| Other current public company boards | None | — | No current or past 5‑year public company directorships |
Board Governance
- Independence: Independent director; TCBI board is 12 of 13 independent directors (CEO not independent) .
- Committee assignments: Risk Committee (member), Compensation & Human Capital Committee (member) .
- Financial expert: Designated “À = Financial Expert” on board skills matrix .
- Trust Committee: Appointed to newly formed Bank Trust Committee (with Rosenberg, Chair, and Long) in January 2025; compensation at same rate as standing committee chairs/members .
- Board activity and attendance: Board met 7 times in 2024; each director participated in at least 75% of Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting (company expects annual meeting attendance) .
Fixed Compensation
| Component | Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $85,000 | Board/committee cash retainer and fees (actual) |
| Director Equity Retainer | $80,013 grant date fair value | Annual RSU grant; 1,330 RSUs at $60.16 on Apr 23, 2024; vests 100% on Apr 23, 2025 |
| Standard director rate card (reference) | Board retainer $70,000; Committee member $10,000; Chair fees (Audit/Risk $30,000; Compensation/Governance $25,000); Director equity retainer $80,000 RSUs | Effective structure for independent directors |
Compensation mix (2024 actual): Cash $85,000 vs Equity $80,013 (~51% cash / 49% equity) .
Performance Compensation
- Directors do not receive performance‑conditioned equity; annual director RSUs are time‑based (one‑year vest from the annual meeting grant) .
- No options granted or outstanding for directors under the 2022 LTIP; equity awards for directors are RSUs with time‑based vesting only .
Other Directorships & Interlocks
- Public company boards: None currently; none in past five years .
- Compensation committee interlocks: None; no executive officers serving on external boards/comp committees with reciprocal ties; no committee interlocks disclosed for TCBI .
Expertise & Qualifications
- SEC “Financial Expert” designation; expertise in accounting, financial management, and regulatory reporting .
- NACD cybersecurity certification (adds oversight capability for technology/cyber risk) .
- Extensive banking leadership across commercial and consumer businesses; asset‑based lending; treasury and credit products .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 5,631 shares (less than 1% of outstanding) |
| Unvested director RSUs (as of 12/31/2024) | 1,330 RSUs (vesting 4/23/2025) |
| Ownership guidelines | Directors must own ≥5x cash portion of annual retainer; includes time‑based RSUs; all independent directors (except Midkiff, who joined in 2024) attained minimum levels as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors; pre‑clearance required; robust insider trading policy |
Governance Assessment
- Committee alignment: Risk and Compensation committee membership aligns with Whitley’s financial/risk background; Trust Committee adds fiduciary oversight breadth .
- Independence and attendance: Strong board independence; directors met ≥75% attendance thresholds; annual meeting attendance expected and largely met .
- Compensation alignment: Balanced cash/equity mix; annual equity is time‑vested RSUs (no performance equity for directors), promoting alignment without creating pay‑for‑performance distortions at the board level .
- Ownership alignment: Meets director ownership guideline thresholds (company‑wide compliance noted), with RSUs counted toward guidelines; no hedging/pledging permitted, supporting long‑term alignment .
Potential conflicts / related-party exposure
- TCBI policy requires Board approval for any loans to directors/affiliates, on market terms and without preferential features; no related‑party transactions requiring specific disclosure were identified in the proxy .
- The Bank may provide wealth management services at discounted fees to directors/officers, but no individual director transaction requiring specific disclosure was reported .
Signals and red flags
- No pledging or hedging of company stock allowed (positive alignment signal) .
- No disclosed related‑party transactions for directors (positive governance signal) .
- Directors’ equity compensation capped and time‑vested; plan includes no repricing and strong clawback features at the company level (best practices) .