Steven Rosenberg
TEXAS CAPITAL BANCSHARES INC/TXAbout Steven P. Rosenberg
Independent director of Texas Capital Bancshares, Inc. (TCBI) since 2001; age 66; President of SPR Ventures, Inc. with prior operating and investment leadership across manufacturing and packaging . He is independent (one of 12 of 13 nominees designated independent) and has served continuously for over two decades, bringing accounting/financial management, sales/marketing, and M&A expertise to the board . Committee memberships include Compensation & Human Capital, Risk, Technology, and he was appointed Chair of the Bank’s Trust Committee in January 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SPR Ventures, Inc. | President | Since 1997 | Private investment leadership |
| SPR Packaging LLC | Owner, CEO & President | 2006–2018 | Grew flexible packaging business; sale completed 2018 |
| Arrow Industries (ConAgra subsidiary) | President | 1992–1997 | Industrial leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cinemark Holdings, Inc. | Director; Chair, Nominating & Corporate Governance; Member, Audit | Since 2008 | Governance leadership; audit oversight |
| PRGX Global, Inc. | Director (past) | 2006–2014 | Various committee assignments |
| Reddy Ice Group Inc. | Director (past) | 1996–2004 | Various committee assignments |
| Non-profit/Community | Chair roles at Akiba Yavneh Academy Foundation; Dahan Fund; Dallas Holocaust & Human Rights Museum Endowment; Member, National Council, AIPAC | Various | Philanthropic leadership |
Board Governance
- Independence: Independent director; all directors other than the CEO are independent .
- Committees: Compensation & Human Capital (member), Risk (member), Technology (member), Trust Committee of the Bank (Chair, formed Jan 2025) .
- Meeting cadence: In 2024, Board met 7 times; each director attended at least 75% of Board and applicable committee meetings . Committee meetings in 2024: Audit 6, Risk 4, Governance 4, Compensation 5, Technology 0 (Technology Committee formed Jan 22, 2025) .
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting .
- Overboarding policy: Directors limited to ≤4 public boards; the Chair to ≤2; Rosenberg currently serves on one other public board (Cinemark) and is within limits .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Board cash retainer | $70,000 | Standard annual cash retainer |
| Committee member fees | $20,000 | $10,000 per committee (Risk and Compensation) in 2024 |
| Total cash fees (reported) | $90,000 | Fees earned/paid in cash |
Performance Compensation
| Equity Type | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Director equity retainer (RSUs) | Apr 23, 2024 | 1,330 RSUs; grant-date fair value $60.16/share | Full vest on Apr 23, 2025 | Rosenberg elected to defer vesting until separation from Board |
| Director equity retainer (reported value) | 2024 | $80,013 | — | Aggregate grant-date fair value reported in Director Compensation Table |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Comment |
|---|---|---|
| Cinemark Holdings, Inc. | Media/Entertainment | Current public company directorship; governance and audit roles |
| PRGX Global, Inc. (past) | Data auditing/services | Former director |
| Reddy Ice Group Inc. (past) | Packaged ice | Former director |
No related-party transactions requiring specific disclosure were identified beyond ordinary-course loans subject to Regulation O standards; the proxy states questionnaires and certifications did not disclose additional related-party transactions .
Expertise & Qualifications
- Accounting and financial management, sales and marketing, M&A experience; corporate leadership and public company board experience .
- Committee experience at TCBI in compensation, risk, technology; Chair of Bank Trust Committee .
Equity Ownership
| Holder/Vehicle | Shares | Status/Notes |
|---|---|---|
| Direct/beneficial (incl. deferred) | 1,377 deferred shares | Director elected to defer vesting until separation |
| Rosenberg Family Trust | 2,646 | Beneficial ownership attributed |
| EAD Investments, Ltd. | 35,357 | Beneficial ownership attributed; Rosenberg and spouse are trust beneficiaries with equal ownership of EAD Investments, Ltd. |
| Total beneficial ownership | 39,380 | <1% of outstanding common shares |
| Ownership guidelines | Compliant | Directors must hold ≥5x cash retainer; all independent directors met guidelines as of Dec 31, 2024 (except Midkiff) |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging/pledging for directors and officers |
Insider Trades
| Date | Type | Note |
|---|---|---|
| May 25, 2022 | Gift of common stock (Form 4 filed late) | Gift to a family trust; Form 4 filed Oct 31, 2024 |
| July 29, 2024 | Gift of common stock (Form 4 filed late) | Gift to an affiliated entity; Form 4 filed Oct 31, 2024 |
Governance Assessment
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Strengths:
- Long tenure and deep operational/investment experience; active roles across Compensation, Risk, Technology, and newly as Trust Committee Chair, supporting board breadth in oversight of pay, risk, and fiduciary activities .
- Strong ownership alignment: meets director stock ownership guidelines; receives equity retainer; anti-hedging/pledging policies in place .
- Attendance commitment: ≥75% attendance; board maintains executive sessions of independent directors .
-
Potential red flags and monitoring points:
- Late Form 4 filings for gifts (administrative lapse). While not indicative of trading misconduct, repeated delays can raise process-quality concerns; ensure timely reporting going forward .
- Multiple committee workload plus Trust Committee chair may increase time demands; monitor effectiveness and attendance relative to expanded responsibilities .
- Related-party exposure: Beneficial holdings via trusts and EAD Investments, Ltd.; no related-party transactions requiring disclosure, and loans (if any) must be on arms-length terms under Regulation O—continue to monitor for any bank-client relationships tied to external roles (e.g., Cinemark) though none are disclosed .
Director Compensation Structure (context)
| Element | Amount/Structure | Notes |
|---|---|---|
| Annual Board cash retainer | $70,000 | Paid to independent directors |
| Committee chair fees | $25,000 (Comp & Governance); $30,000 (Audit/Risk) | Applies to chairs; Trust Committee members receive compensation at same rate as standing committees |
| Committee member fees | $10,000 per committee | Excluding chair roles |
| Equity retainer | $80,000 in RSUs | Annual grant; standard director equity component ~half of total compensation |
Independence, Attendance, Engagement
- Independence: Independent director; Compensation Committee comprised of independent directors (Rosenberg is a member) .
- Attendance: Each director attended ≥75% of meetings in 2024; board held 7 meetings .
- Shareholder engagement: In Fall 2024, directors (Chair Stallings and Comp Chair Huntley) joined management in investor engagement on comp and governance; Rosenberg sits on the Compensation Committee that produces the CD&A and oversees pay programs .
Related-Party Transactions and Conflicts
- Policy and screening: Related-party transactions are screened via annual questionnaires and certifications; loans to directors/officers follow Regulation O, are approved in advance, and must be at market terms; no additional related-party transactions required to be disclosed beyond these general practices .
- Section 16 compliance: Company disclosed late Form 4 for Rosenberg related to gifts (see Insider Trades) .
Signals for Investors
- Alignment: RSU deferral until separation suggests deferred realization and longer-term alignment; compliance with ownership guidelines and anti-hedging/pledging supports investor alignment .
- Oversight breadth: Roles across key risk and compensation functions and as Trust Committee Chair enhance fiduciary oversight across sensitive areas (pay and client fiduciary activities) .
- Process quality: Late Section 16 filings warrant attention to compliance controls; board maintains robust governance practices including evaluations, executive sessions, and stockholder outreach .