Paola Arbour

About Paola M. Arbour

Paola M. Arbour, 61, is an independent director of Texas Capital Bancshares (TCBI) since 2021 and currently serves as EVP & Chief Information Officer of Tenet Healthcare, a role she has held since 2018; she brings 35+ years of IT leadership and transformation experience. At TCBI she chairs the newly formed Technology Committee and serves on the Governance & Nominating Committee, adding deep technology and cybersecurity oversight to the board’s skill mix.

Past Roles

External Roles

• Other public company directorships: None current; none in past five years .

Board Governance

• Committees: Technology Committee (Chair); Governance & Nominating (Member). Note: The Technology Committee was established January 22, 2025; it held 0 meetings in 2024 and is responsible for oversight of IT strategy, cybersecurity risk, and significant technology investments.
• Independence: The board states all directors other than the CEO are independent; Arbour is listed as independent.
• Attendance and engagement: The board held 7 meetings in 2024; each director attended at least 75% of board and committee meetings on which they served. Eleven of twelve directors attended the 2024 annual meeting.

Fixed Compensation

Director compensation framework (2024 rates):

• Annual board retainer (cash): $70,000
• Committee chair retainers: Audit $30,000; Risk $30,000; Compensation $25,000; Governance $25,000
• Committee member fee (non-chair): $10,000
• Equity retainer: $80,000 in RSUs
• Notes: Fees include meeting fees, annual retainers, and chair fees; amounts also include subsidiary board committee fees where applicable. Aggregate annual cap for a non-employee director: $500,000 under the LTIP (with limited exceptions).

Performance Compensation

• As of Dec 31, 2024, each then-current independent director (other than the CEO) held 1,330 unvested RSUs; Mr. Midkiff held 1,134 given his mid-year start.
• Performance metrics: Not applicable for director equity; director equity is time-based RSUs (no performance conditions).

Other Directorships & Interlocks

• Public company boards: None current; none in past five years. Interlocks: None disclosed pertaining to Arbour.

Expertise & Qualifications

• More than 35 years leading and transforming IT organizations; executive management experience; IT and customer experience expertise.
• Technology & cybersecurity oversight: Chairs TCBI’s Technology Committee with remit over information technology strategy, cybersecurity risk, and emerging tech investments.
• Independence and governance: Serves on Governance & Nominating Committee.

Equity Ownership

Insider trades (Form 4 extracts):

Governance Assessment

Strengths

• Technology and cybersecurity leadership: As Technology Committee Chair, Arbour enhances oversight of cyber risk, IT investments, and emerging tech—key issues for banks. The committee’s mandate is explicit and board-level, aligning her expertise with TCBI’s risk oversight architecture.
• Engagement and independence: Independent director with committee responsibilities; board reports strong 2024 attendance (≥75% for each director) and robust engagement practices (executive sessions, evaluations).
• Ownership alignment: Roughly half of director pay delivered in equity; in 2024 her mix was $90,000 cash and $80,013 equity; she meets the 5x cash retainer ownership guideline, and pledging is prohibited.

Watch items and potential conflicts

• External executive role: As Tenet’s CIO, her full-time operating responsibilities could present potential time/attention or business conflicts if TCBI were to engage with Tenet or healthcare counterparties; however, TCBI discloses no related-party transactions requiring specific disclosure and maintains annual questionnaires and review protocols.
• New committee ramp-up: The Technology Committee formed in January 2025 (0 meetings in 2024); execution quality will depend on agenda depth, cadence, and integration with Risk and Audit committees.
• Overboarding/capacity: TCBI limits directors to four public boards; Arbour holds no other public company directorships, indicating compliance and manageable commitments.

Director Compensation (detail)

Notes on program design and governance:

• Cash and equity retainers reviewed biennially; external consultant (Pearl Meyer) supports market benchmarking; LTIP cap of $500,000 per non-employee director annually.
• Strong governance policies: anti-hedging/anti-pledging, equity grant policy, recoupment policy (for applicable incentive awards).

Board Governance (committee scope snapshot)

• Technology Committee (Chair: Arbour): Oversight of IT strategy, operations, cybersecurity risk, and major technology investments, including AI and emerging technologies.
• Governance & Nominating: Oversees corporate governance policies, board refreshment, composition, succession planning, and effectiveness assessments.

Related-Party Transactions and Conflicts

• Ordinary-course banking relationships are permitted only on market terms with advance board approval; annual questionnaires and independence certifications are required. Other than such standard matters, no related-party transactions required specific disclosure in the latest proxy.

Summary Signals for Investors

• Positive: Technology/cyber oversight strengthened via a dedicated board committee chaired by a seasoned CIO; solid attendance; equity-heavy pay structure; ownership guideline met; independence and anti-pledging policy reduce misalignment risk.
• Monitor: Committee build-out and integration in 2025; potential industry exposure given Tenet role (no transactions disclosed).