Rob Holmes
TEXAS CAPITAL BANCSHARES INC/TXAbout Rob Holmes
Rob C. Holmes (age 60) is Chairman-elect, President and CEO of Texas Capital Bancshares (TCBI), serving as CEO/President and director since January 2021; the Board elected him Chairman effective immediately after the April 15, 2025 annual meeting, with Robert W. Stallings to serve as Lead Independent Director thereafter . He previously spent 1989–2020 at JPMorgan Chase, most recently as Global Head of Corporate Client Banking & Specialized Industries (2011–2020) . Company performance under the transformation includes resilient capital and fee-income growth, with 2024 GAAP metrics below reflecting a securities repositioning loss and “adjusted” metrics used for incentives disclosure .
Key performance indicators (fiscal years)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($MM) | $171.9 | $60.3 |
| Diluted EPS (GAAP) | $3.54 | $1.28 |
| Diluted EPS (Adjusted) | N/A | $4.43† |
| Book Value Per Share | $61.37 | $66.36 |
| Tangible Book Value Per Share | $61.34 | $66.32 |
| CET1 Ratio | 12.65% | 11.4% |
| Total Deposits ($BN) | $22.4 | $25.2 |
| Total Assets ($BN) | $28.4 | $30.7 |
| 1-year TSR | N/A | 21.0% |
| 3-year TSR | N/A | 29.8% |
† Non-GAAP measure as presented by the company; see Annex A in proxy for definitions and reconciliations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Global Head, Corporate Client Banking & Specialized Industries | 2011–2020 | Led global CCB/sector teams; integrated treasury/credit/IB solutions |
| JPMorgan Chase & Co. | Co-Head, North American Retail Industries Investment Banking | 2005–2011 | Sector coverage leadership in retail investment banking |
| JPMorgan Chase & Co. | Head, Investment Banking – Southern U.S. | 2010–2011 | Regional IB leadership |
| JPMorgan Chase & Co. | Shared oversight, Commercial Banking Credit Markets (ABL and other credit solutions) | 2016–2020 | Expanded specialty credit capabilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Dillard’s, Inc. | Director | Current | Public company directorship |
| UT Austin McCombs School of Business | Advisory Board | Current | Academic advisory role |
| UT Austin Development Board | Member | Current | University leadership engagement |
| Baylor Health Care System Foundation | Board Member | Current | Nonprofit board service |
Fixed Compensation
Summary compensation (grant-date values; $)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,000,000 | 1,000,000 | 1,042,708 |
| Stock Awards (RSUs/PRSUs) | 4,039,976 | 4,027,438 | 7,745,908 |
| Annual Incentive (Cash) | 3,000,000 | 1,600,000 | 2,736,062 |
| All Other Compensation | 12,500 | 20,800 | 178,244 |
| Total | 8,052,476 | 6,648,238 | 11,702,922 |
Additional fixed/target terms (current contract):
- Target annual bonus: 200% of salary for remainder of 2024, 180% beginning in 2025 .
- Beginning in 2025, target long-term incentive: 400% of salary (50% PRSUs, 50% time RSUs) .
- Annual perquisites: up to $150,000 personal use of jet card/fractional interests at corporate rate; $25,000 perquisite allowance .
Performance Compensation
Annual incentive (2024 performance year)
| Metric | Weight | Threshold | Target | Max | Actual | Achievement | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Return on Average Assets (Adj.) | 35% | 0.45% | 0.65% | 0.80% | 0.76% | 137% | 48.0% |
| Efficiency Ratio (Adj.) | 35% | 73% | 68% | 63% | 67% | 110% | 38.5% |
| Management Strategic Objectives | 30% | 50% goals | 85% goals | 100% goals | CEO: individualized | 131.3% total payout | 131.3% aggregate payout for CEO |
- CEO 2024 bonus outcome: 131.3% of target = $2,736,062 (target $2,083,333) .
Long-term incentives (grants and structure)
| Award | Grant Date | Units | Grant-Date Fair Value | Performance/Metric | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (annual) | Feb 16, 2024 | 29,388 | $1,750,055 | N/A | Ratable over 3 years |
| PRSUs (target) | Feb 16, 2024 | 29,388 | $1,950,360 | 3-yr Avg ROTCE (60%); Relative TSR vs KBW Regional Bank Index (40%); cap at 100% if TSR<0 | Cliff after 3-year period (12/31/2026) |
| One-time time-based RSUs (retention) | Jul 29, 2024 | 61,491 | $4,045,493 | N/A | 3-year cliff (7/29/2027) |
Realized PRSU payout (2019–2021/2022 grant measured through 12/31/2024):
- 2022 PRSUs paid at 172.4% of target (Avg ROTCE component 154%, Relative TSR 200%) .
Pay practices, accountability and risk:
- Robust clawback/recoupment policy covering cash and equity for 4 years; triggers include restatements, misconduct, extraordinary loss/reputational harm, policy/covenant violations .
- No tax gross-ups; double-trigger change-in-control vesting; hedging/pledging prohibited .
Equity Ownership & Alignment
Beneficial and equivalent ownership
| Measure | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 236,252 | As of Feb 19, 2025; <1% of 46,124,746 shares outstanding |
| Shares owned outright | 194,018 | As of Dec 31, 2024 |
| Time-vesting RSUs | 158,344 | As of Dec 31, 2024 |
| Performance-vesting RSUs | 55,512 | As of Dec 31, 2024 |
| Total shares and equivalents | 407,874 | As of Dec 31, 2024 |
Alignment policies
- CEO stock ownership guideline: 6x base salary; Holmes met guideline as of Dec 31, 2024 .
- Hedging and pledging prohibited; pre-clearance and blackout windows apply; 10b5-1 plans permitted within policy .
- Director compensation: CEO receives no separate fees for board service .
Vesting calendar and potential supply
- Time RSUs from Feb 16, 2024 vest 1/3 annually on each anniversary through 2027 .
- One-time RSUs (61,491) cliff vest on Jul 29, 2027 .
- 2024 PRSUs (target 29,388) eligible to vest post-performance certification after 12/31/2026 .
Employment Terms
Key elements (Second Amended & Restated Executive Employment Agreement – July 29, 2024)
| Term | Detail |
|---|---|
| Term | 4 years through July 2028; auto-renews annually thereafter |
| Base salary | ≥$1,100,000 |
| Target bonus | 200% for remainder of 2024; ≥180% from 2025 |
| Target LTI | 400% of salary from 2025 (50% PRSUs / 50% RSUs) |
| One-time RSU | $4,045,489 grant (61,491 RSUs), 3-year cliff vest |
| Severance (no CIC) | 2x (base + target bonus) + pro-rated bonus + 24 months benefits, upon termination without cause/for good reason (incl. non-renewal) |
| Severance (CIC window) | 3x (base + target bonus) + pro-rated bonus + 36 months benefits; equity vests on CIC-related qualifying termination (double-trigger) |
| Equity vesting features | Annual LTI subject to continued vesting on retirement; accelerated on qualifying terminations |
| Non-compete/Non-solicit | 1-year post-termination |
| Clawback | Subject to company clawback policy |
| Tax gross-ups | None (including 280G) |
| Lifetime medical | For Holmes and spouse (employee pays full employee premium portion) |
Board Governance (Director Role and Dual-Role Implications)
- Board service: Director since 2021; Chairman-elect effective immediately after April 15, 2025 AGM; current Chair to become Lead Independent Director .
- Independence: Holmes is non-independent; 12 of 13 nominees/directors are independent .
- Committees: No standing committee memberships for CEO .
- Board structure and safeguards: Lead Independent Director with bolstered responsibilities upon CEO-Chair combination; all principal standing committees fully independent; independent executive sessions; strong governance practices (no poison pill; majority voting policy; stockholder rights) .
- Attendance: Board held 7 meetings in 2024; each director met ≥75% attendance .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 82.6% approval at 2024 AGM (vote on 2023 pay); Board engaged with holders after to refine disclosures and discuss one-time awards and metrics .
- Engagement: Management reached out to holders of 68.8% of shares; directors/management met with holders representing ~44.8% of shares in Fall 2024 .
Compensation Peer Group (Benchmarking)
- 2024 peer group included: Associated Banc-Corp; BankUnited; Bank OZK; BOK Financial; Comerica; Cullen/Frost; F.N.B.; Hancock Whitney; Pinnacle Financial Partners; Prosperity; Simmons First; Synovus; Western Alliance; Wintrust .
- 2025 revisions add capital markets/IB comps (e.g., Evercore, Lazard, Piper Sandler, Stifel) plus Hilltop, KeyCorp; reflects expanded platform breadth .
Related Policies, Controls, and Red Flags Check
- Clawback: Expanded in 2023; covers cash and equity for 4 prior years .
- Anti-hedging/anti-pledging: Strict prohibition for directors/officers/employees .
- No single-trigger CIC; no excise tax gross-ups .
- One-time 2024 retention RSUs for CEO and select NEOs disclosed via 8-K and proxy .
Investment Implications
- Alignment and retention: High equity mix (2024 stock awards $7.75M) and 2025 LTI target (400% of salary) increase at-risk, long-dated exposure; CEO meets 6x ownership guideline and is subject to holding requirements and anti-hedging/pledging—positive for alignment .
- Near/medium-term supply: Scheduled vesting of ~9,796 time RSUs per year from the 2/16/2024 grant (1/3 of 29,388) through 2027; 61,491 special RSUs cliff vest on 7/29/2027; 2024 PRSUs eligible to settle post-12/31/2026—monitor potential selling pressure around these dates given policy constraints .
- Governance balance: CEO-Chair combination concentrates leadership; mitigants include strengthened Lead Independent Director role and fully independent committees; continued investor engagement and robust governance framework should help maintain oversight quality .
- Downside protection vs incentives: Double-trigger CIC protection (3x) and robust severance (2x) reduce departure risk but are standard; absence of gross-ups and presence of a broad clawback offset shareholder risk; overall pay-for-performance design emphasizes ROAA, efficiency, ROTCE and relative TSR .
Sources: 2025 and 2024 DEF 14A proxy statements and July 31, 2024 Form 8-K for CEO employment amendment and retention RSUs and 2024 DEF 14A governance/performance snapshots . 8-K employment agreement/RSU details: .