Ranjana Clark
TEXAS CAPITAL BANCSHARES INC/TXAbout Ranjana B. Clark
Independent director nominee (age 64) with over 35 years of senior leadership in global financial services, payments, marketing, strategy, digital transformation, and customer experience. Former senior executive at Mitsubishi UFJ Financial Group (2013–2023) and Chief Customer & Marketing Officer at PayPal (2011–2013). The Board intends to appoint her to the Audit Committee and the Technology Committee if elected; she is deemed independent under Nasdaq and SEC rules. Current roles include Chair of the Compensation Committee and member of Nominating & Corporate Governance at Xometry, Inc.; she also serves on boards of InvestCloud and StanCorp Financial Group and is a Fellow of Stanford’s Distinguished Careers Institute and on The Asia Foundation’s President’s Leadership Council .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mitsubishi UFJ Financial Group (MUFG) | Senior executive; Head of Transaction Banking Americas | 2013–2019 | Global transaction banking leadership; multi-year executive roles |
| PayPal, Inc. | Chief Customer & Marketing Officer | 2011–2013 | Customer experience and marketing leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Xometry, Inc. (NASDAQ: XMTR) | Director; Chair, Compensation; Member, Nominating & Corporate Governance | Since 2021 | Compensation (Chair); Nominating & Corporate Governance |
| InvestCloud, Inc. | Director | Since 2022 | Board member (wealth technology) |
| StanCorp Financial Group Inc. | Director; Member, Audit; Member, Nominating & Corporate Governance | Since 2014 | Audit; Nominating & Corporate Governance |
| Public directorships in past five years | None | — | — |
Board Governance
- Committee assignments: The Board intends to appoint Ms. Clark to the Audit Committee and the Technology Committee upon election .
- Independence: The Board determined all nominees except the CEO qualify as “independent”; Ms. Clark is listed as independent .
- Committee structure and 2024 meetings: Audit (6), Risk (4), Governance & Nominating (4), Compensation & Human Capital (5), Technology (formed Jan 22, 2025; 0 in 2024) .
- Attendance: The Board held 7 meetings in 2024; each director participated in at least 75% of total Board/committee meetings; 11 of 12 attended the 2024 annual meeting .
- Overboarding policy: Directors may serve on no more than four public company boards (including TCBI); robust leadership structure with Lead Independent Director when Chair is not independent .
- Anti-hedging/anti-pledging: Insider Trading Policy prohibits hedging, short sales, and pledging/margin accounts for directors and executive officers .
- Stock ownership guidelines: Directors must own at least 5× the cash portion of the annual retainer; as of Dec 31, 2024, all independent directors met guidelines except a 2024 addition (Midkiff) .
- Committee oversight focus: Audit (financial reporting, controls, allowance for credit losses); Technology (IT strategy, cybersecurity risk); Compensation (executive pay programs); Risk (ERM and risk appetite); Governance (board composition, independence) .
Fixed Compensation
TCBI Non-Employee Director Program (applies upon election; pro-rated as applicable)
| Position | Cash Retainer (Annual Rate) |
|---|---|
| Board Member Annual Retainer | $70,000 |
| Chairman of the Board | $90,000 |
| Audit Committee Chair | $30,000 |
| Risk Committee Chair | $30,000 |
| Compensation & Human Capital Committee Chair | $25,000 |
| Governance & Nominating Committee Chair | $25,000 |
| Committee Member (not Chair) | $10,000 |
| Aggregate annual limit for any outside director | $500,000 (Board may make exceptions in extraordinary circumstances) |
Performance Compensation
| Element | Terms |
|---|---|
| Director Equity Retainer | $80,000 in time-based RSUs; example: 2024 grant of 1,330 RSUs valued at $60.16 per share vesting in full on April 23, 2025 (then-serving directors). Midkiff received 1,134 RSUs at $58.83 vesting on same schedule . |
| Vesting/Deferrals | Time-based RSUs vest after one year; certain directors elected deferrals to separation or 5 years post-vest . |
| Plan safeguards | No single-trigger change-of-control vesting if awards are assumed; minimum vesting one year (max 5% of shares can be <1 year); no dividends on unearned awards; no option/SAR repricing; no discounted options/SARs; awards subject to clawback . |
Performance metrics tied to director compensation: None – director equity awards are time-based RSUs (no performance-based metrics) .
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock Notes |
|---|---|---|---|
| Xometry, Inc. | Industrial/Marketplace | Chair, Compensation; Nom/Gov Member | Within TCBI overboarding limits; no related-party transactions disclosed . |
| InvestCloud, Inc. | Fintech/Wealth Tech | Director | No related-party transactions disclosed; any vendor relationships would be subject to related-party review standards . |
| StanCorp Financial Group Inc. | Financial services/Insurance | Audit; Nom/Gov Member | No related-party transactions disclosed . |
Expertise & Qualifications
- Global C-level financial services executive and board member; 35+ years’ leadership in payments, marketing, strategy, digital transformation, and customer experience .
- External contributions: President’s Leadership Council, The Asia Foundation; Fellow, Stanford University Distinguished Careers Institute .
- Audit and technology oversight experience through committee roles at other companies; designated independent director nominee for TCBI .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | RSUs Unvested/Outstanding | Notes |
|---|---|---|---|---|
| Ranjana B. Clark (as of Feb 19, 2025 record date) | — | — | 0 (not a director at 12/31/24) | Director stock ownership guidelines require 5× cash retainer; compliance assessed after election/service . |
Policy indicators:
- Hedging/pledging: Prohibited for directors and executive officers .
- Ownership counting: Time-based RSUs (vested/unvested) count toward director guidelines .
Insider Trades & Section 16
| Item | Disclosure |
|---|---|
| Section 16(a) delinquent reports | Company reported one delayed Form 4 for a different director (Rosenberg); no mention of Ms. Clark . |
| Forms 3/4/5 access | Company’s SEC filings (including director Forms 3, 4, 5) available on investor website . |
Governance Assessment
- Strengths for board effectiveness: Independent status; intended Audit and Technology Committee appointments deepen financial reporting and cybersecurity oversight; robust anti-hedging/anti-pledging and clawback policies; director equity comprising roughly half of pay aligns interests; clear ownership guidelines at 5× cash retainer .
- Alignment & incentives: RSU-based director equity (time-based, one-year vesting) supports long-term orientation; total director compensation capped absent extraordinary circumstances; board uses external consultant (Pearl Meyer) for director compensation review every two years .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure beyond ordinary-course loans subject to Board pre-approval at market terms; no family relationships or arrangements affecting election; limits on other board service reduce overboarding risk .
- Attendance/engagement signals: Board meeting cadence and attendance standards strong; annual meeting attendance high; Ms. Clark’s attendance will be assessed post-election .
RED FLAGS: None disclosed for Ms. Clark in the proxy—no related-party transactions, no hedging/pledging, no Section 16 delinquencies noted, and overboarding limits observed .