Mark Midkiff
TEXAS CAPITAL BANCSHARES INC/TXAbout Mark W. Midkiff
Independent director at Texas Capital Bancshares (TCBI) since 2024; age 62. Former Chief Risk Officer at KeyCorp with 38+ years in financial services and 30+ years managing bank and corporate credit/operational risk. Designated SEC “financial expert.” Joined the Board in June 2024 after election by the Board in May 2024; recommended for re-election at the 2025 AGM. Currently serves on the Risk and Technology Committees. No other current or recent public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KeyCorp / KeyBank NA | Chief Risk Officer | 2018–2023 | Led enterprise risk, credit/operational risk; SEC “financial expert” credential supports board oversight |
| BB&T (now Truist) | Deputy Chief Credit Officer | 2017 | Commercial credit risk leadership |
| GE Capital Corporation | Chief Risk Officer | 2015–2017 | Financial services risk leadership at scale |
| MUFG Americas / Union Bank | Chief Risk Officer | Not specified | Large-bank risk management |
| Wachovia (now Wells Fargo) | Banker; LOB and Risk Executive | Not specified | Credit/risk leadership roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Association of Credit Portfolio Managers (IACPM) | Advisory Council Member | Not specified | Professional risk community engagement |
| ProSight Risk Management Association | Director-At-Large | Not specified | Industry association leadership |
| Other current public company boards | None | — | No interlocks reported |
| Public directorships in past 5 years | None | — | — |
Board Governance
- Committee assignments: Risk Committee (member); Technology Committee (member). The Technology Committee was formed January 22, 2025; no Tech Committee meetings in 2024.
- Designations: Board determined he is independent and qualifies as an SEC “audit committee financial expert.”
- Attendance: In 2024, the Board held 7 meetings; each director attended the 2024 annual meeting and at least 75% of Board/committee meetings on which they served (applies to all directors, including Midkiff).
- Risk oversight context: Risk Committee oversees enterprise risks; Technology Committee oversees IT and cybersecurity risk—aligns with Midkiff’s risk background.
- Board leadership: All directors except CEO are independent; robust majority voting/lead independent director structure.
Fixed Compensation
| Component | Policy Detail | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $70,000 | Paid to non-employee directors (annual rate) |
| Chairman of the Board fee (cash) | $90,000 | Additional to chair; not applicable to Midkiff |
| Committee Chair fees (cash) | Audit $30,000; Risk $30,000; Compensation $25,000; Governance $25,000 | Not applicable to Midkiff (not a chair) |
| Committee Member fee (cash) | $10,000 | Per committee (non-chair) |
| Equity retainer | $80,000 in RSUs | Annual director equity grant |
| 2024 Actual – Mark W. Midkiff | Amount | Detail |
|---|---|---|
| Fees earned/paid in cash | $26,666 | Pro-rated for 2024 start mid-year |
| Stock awards (RSUs, grant-date fair value) | $66,713 | 1,134 RSUs granted 6/3/2024 at $58.83; cliff vest 4/23/2025 |
| Total 2024 compensation | $93,379 | Sum of cash + equity |
Additional grant context for 2024 directors: those serving at April 23, 2024 received 1,330 RSUs at $60.16 vesting 4/23/2025; Midkiff received a pro‑rated grant upon appointment.
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time-based RSUs | No performance-based metrics; vesting is service-based |
| Stock options | None outstanding/granted in 2024 | Company disclosed no stock options were granted in 2024 and none outstanding at 12/31/2024 (company-wide) |
Conclusion: Non-employee director pay is primarily fixed retainers plus time-based RSUs; no director-specific performance metrics disclosed.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No current or recent public company boards reported |
Expertise & Qualifications
- 38+ years in financial services, including commercial real estate; 30+ years managing credit and operational risk.
- SEC “financial expert” designation; supports Audit/Risk oversight.
- Professional engagement: IACPM Advisory Council; ProSight Risk Management Association Director-At-Large.
Equity Ownership
| Item | Status/Amount | Notes |
|---|---|---|
| Beneficial ownership (common) as of Feb 19, 2025 | — shares; <1% | No shares reported beneficially owned within 60 days of record date |
| Unvested RSUs (director grant) | 1,134 | Granted 6/3/2024; vests 4/23/2025 |
| Ownership guidelines | 5x cash retainer; includes vested/unvested time-based RSUs | Director guideline policy |
| Compliance status (12/31/2024) | Not yet attained (new in 2024) | All independent directors met guideline except Midkiff (joined 2024) |
| Hedging/pledging policy | Prohibited by policy | Anti-hedging/anti-pledging policy disclosed |
Governance Assessment
Strengths
- Deep bank risk leadership aligns with Risk and Technology Committee mandates; designated SEC financial expert enhances financial oversight credibility.
- Independent director; Board reports strong attendance and robust governance (majority voting policy, stock ownership guidelines, anti-hedging/pledging).
- Director compensation program uses meaningful equity component, aligning with shareholder interests.
Watch items
- New to Board (mid-2024 start) and not yet at stock ownership guideline as of 12/31/2024; expected to progress as RSUs vest.
- No common shares beneficially owned as of 2/19/2025 (outside unvested RSUs).
Conflicts/related-party
- Company discloses no related-party transactions requiring specific disclosure beyond ordinary-course, market‑terms banking relationships subject to Board pre-approval and Regulation O; no director-specific exceptions noted.
Committee workload and attendance context
- 2024 meetings: Board (7), Audit (6), Risk (4), Governance (4), Compensation (5), Technology (0; formed Jan 22, 2025). Each director attended ≥75% of applicable meetings in 2024.
Shareholder engagement and governance posture
- The company reports ongoing investor outreach on board composition, compensation metrics, and governance; all directors (other than the CEO) are independent.