Robert Stallings
TEXAS CAPITAL BANCSHARES INC/TXAbout Robert W. Stallings
Independent director; age 75; director since 2001. Served as Board Chairman for 2024 through the 2025 Annual Meeting; the Board appointed CEO Rob C. Holmes as Chairman effective immediately after the 2025 meeting, with Stallings to serve as Lead Independent Director, reflecting confidence in Holmes and a strengthened Lead Independent Director role . Background includes Chairman & CEO of Stallings Capital Group and Executive Chairman of GAINSCO until its sale to State Farm in 2021; prior board roles include Crescent Real Estate Equities Company and the Federal Home Loan Bank of Dallas; current public company directorships: none .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stallings Capital Group, Inc. | Chairman & CEO | 2001–present | Private entrepreneurial investment leadership |
| GAINSCO, Inc. | Executive Chairman | 2001–2021 (acquired by State Farm) | Led property & casualty insurer to transaction with State Farm |
| Crescent Real Estate Equities Company | Director/Trust Manager | 2002–2007 | Real estate trust governance |
| Federal Home Loan Bank of Dallas | Director/Trust Manager | 2002–2007 | Regulatory and financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Stallings Foundation | Chairman & Founder | N/A | Philanthropy |
| Public company boards | None | — | No current public company directorships |
Board Governance
- Independence and leadership: Independent director; Board Chairman (2024–2025 Annual Meeting). Post-2025 Annual Meeting, Holmes will serve as Chairman; Stallings will serve as Lead Independent Director pursuant to updated Corporate Governance Guidelines .
- Committee assignments: Risk Committee member; not a committee chair .
- Attendance: Board held 7 meetings in 2024; each director attended the 2024 annual meeting and participated in at least 75% of Board and committee meetings on which they served .
- Policies: Strong governance practices include director stock ownership guidelines, anti-hedging/anti-pledging, independent standing committees, executive sessions, and annual evaluations .
Committee Assignments (2024)
| Committee | Role | Notes |
|---|---|---|
| Risk | Member | Risk oversight; committee wholly independent |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (2024) | $170,000 | Comprised of Board annual retainer ($70,000), Chairman fee ($90,000), and committee member fee ($10,000) |
| Annual Cash Retainers (Schedule) | Board $70,000; Chairman $90,000; Committee Chair $25,000–$30,000; Committee Member $10,000 | Applies to all directors; pro-rated as applicable |
Performance Compensation
| Equity Grant (2024) | Shares | Grant Date Fair Value | Vesting | Notes |
|---|---|---|---|---|
| Time-based RSUs (Director Equity Retainer) | 1,330 | $60.16/share; $80,013 total | Vests in full on April 23, 2025 | Standard annual grant for then-serving directors |
- No options or PSUs; director equity is time-based RSUs with no performance metrics tied to director compensation .
- Total 2024 compensation: $250,013 (cash $170,000; stock awards $80,013) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Dates | Committee Roles |
|---|---|---|---|---|
| None (current) | — | — | — | — |
| GAINSCO, Inc. | Formerly public | Executive Chairman | 2001–2021 | — |
| Crescent Real Estate Equities Company | REIT | Director/Trust Manager | 2002–2007 | — |
| Federal Home Loan Bank of Dallas | — | Director/Trust Manager | 2002–2007 | — |
Expertise & Qualifications
- Banking, financial services and insurance expertise; public company board experience; private entrepreneurial investment leadership .
- Independent director; seasoned governance participant with long-tenure institutional knowledge .
Equity Ownership
| Security | Beneficially Owned | % Outstanding | Ownership Breakdown |
|---|---|---|---|
| Common Stock | 368,670 shares | <1% (class) | 283,631 direct; 85,039 via SCG Ventures LP (general partner: Stallings Management LLC owned by Stallings and spouse) |
| Series B Preferred Depositary Shares (1/40th per share) | 340,000 depositary shares | 2.83% | 84,587 direct; 215,413 via SCG Ventures LP; 40,000 via The Stallings Foundation |
- Director stock ownership guidelines: minimum 5x cash retainer; as of Dec 31, 2024, all independent directors met guidelines except the newest director (Midkiff); indicates Stallings met guideline .
- Anti-hedging/anti-pledging policy in effect; recoupment policy covers incentive compensation (executive program) .
Recent Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Qty | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|---|
| 2025-10-30 | 2025-10-28 | Purchase | Series B Preferred Depositary Shares | 5,000 | $20.83 | 275,913 depositary shares (indirect) | https://www.sec.gov/Archives/edgar/data/1077428/000090076425000007/0000900764-25-000007-index.htm |
| 2025-10-28 | 2025-10-27 | Purchase | Series B Preferred Depositary Shares | 5,000 | $20.68 | 270,913 depositary shares (indirect) | https://www.sec.gov/Archives/edgar/data/1077428/000090076425000004/0000900764-25-000004-index.htm |
Governance Assessment
- Alignment signals: Material personal ownership in common and preferred depositary shares, including indirect holdings via SCG Ventures LP and The Stallings Foundation; compliance with director ownership guidelines; annual equity retainer structure aligns director interests with long-term stockholder value .
- Effectiveness: Long-tenured independent director on Risk Committee; participated in investor engagement (with Compensation Chair) during Fall 2024 following a Say-on-Pay approval of ~82.6%, signaling responsiveness to shareholder feedback .
- Structural change: Transition from independent Chairman to Lead Independent Director post-2025 Annual Meeting with strengthened LID role; supports unified leadership with CEO as Chair while preserving independent oversight .
RED FLAGS
- Retirement age policy waiver granted for one year to Stallings (age 75) to facilitate leadership transition; waivers require unanimous Board vote (Stallings abstaining). While justified by continuity rationale, age-limit waivers warrant monitoring for precedent and succession planning discipline .
- Long tenure (since 2001) can pose entrenchment risk; mitigated by ongoing board refreshment and independence, as well as equity alignment and active shareholder engagement .
Related Party Transactions
- Ordinary-course banking relationships: Loans to directors/officers are permitted only with prior Board approval, on market terms, and without unfavorable features; wealth management services provided at discounted fees. Other than these, no related party transactions were required to be specifically disclosed in the proxy .
Compensation Structure Analysis
- Mix and limits: Approximate 50/50 cash vs equity for directors; aggregate annual director compensation capped at $500,000 under the 2022 LTIP, with Board discretion for exceptions in extraordinary circumstances .
- Market benchmarking: Compensation Committee, with Pearl Meyer (engaged since 2018), reviews director pay biennially against market peers; current package effective April 19, 2022 .
Say-on-Pay & Shareholder Feedback
- 2024 vote (on FY2023 program): ~82.6% approval; targeted outreach to holders of ~68.8% of outstanding shares; directors Stallings (Chairman) and Huntley (Compensation Chair) directly engaged with holders representing ~44.8% to discuss program structure and changes .
Employment & Contracts
- Director capacity/overboarding: Policy limits directors to four public company boards (including TCBI); Chairman limited to two other public boards; Stallings presently holds no other public company directorships, within policy .
Performance & Track Record
- Engagement and leadership continuity: Active role in investor engagement during compensation discussions; facilitated orderly leadership transition to CEO as Chair with enhanced Lead Independent Director responsibilities .
Competency & Qualifications
- Domain expertise: Banking, insurance, and private investment; public board experience; governance and risk oversight via Risk Committee role .