Thomas Long
TEXAS CAPITAL BANCSHARES INC/TXAbout Thomas E. Long
Thomas E. Long, age 68, is an independent director of Texas Capital Bancshares (TCBI) since 2022 and serves as Audit Committee Chair; he is designated an SEC “financial expert” and is a CPA (inactive) . Long is Co‑CEO and Director of Energy Transfer LP and brings extensive public-company finance and energy-sector leadership to TCBI’s board; he meets TCBI’s director stock ownership guidelines as of December 31, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Energy Transfer LP | Co‑Chief Executive Officer; Director (and director of general partner LE GP, LLC) | Co‑CEO since 2021; Director since 2019 | Senior operating leader; audit/finance expertise |
| USA Compression GP, LLC | Chairman of the Board; Director | Chairman since 2021; Director since 2018 | Board leadership in energy infrastructure |
| Energy Transfer (Group) | Chief Financial Officer | 2016–2020 | Public-company CFO experience |
| PennTex Midstream GP, LLC | CFO; Director | 2016–2017 | Finance leadership |
| Regency GP LLC | Executive Vice President & CFO | 2010–2015 | Corporate finance and MLP experience |
| Matrix Service Company | Vice President & CFO | 2008–2010 | Corporate finance leadership |
| DCP Midstream Partners, LP | Vice President & CFO | 2005–2008 | Energy finance |
| Duke Energy Corp. | Various executive/financial roles | 1998–2005 | Large-cap energy operations/finance |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Energy Transfer LP | Co‑CEO; Director | Public | Current public directorship |
| LE GP, LLC (ET’s general partner) | Director | Listed as “Other Current Public Directorships” in TCBI proxy | GP oversight role |
| USA Compression GP, LLC | Chairman; Director | GP to a public MLP | Board leadership |
| TXSE Texas Stock Exchange Board | Director | Private | Market infrastructure governance |
Board Governance
- Committee assignments: Audit Committee Chair; designated SEC “financial expert.” Audit Committee held 6 meetings in 2024; Board met 7 times .
- Independence: All directors other than the CEO are independent; Long is independent .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; 11 of 12 attended the 2024 annual meeting .
- Audit oversight: Long signed the Audit Committee Report recommending inclusion of 2024 audited financials; report dated February 11, 2025 .
- Overboarding policy: Maximum four public boards for directors; policy in effect alongside strong governance practices (executive sessions, majority vote resignation policy, etc.) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash fees (Board/committee/chair) | $95,000 | Includes Board retainer and Audit Chair premium; subsidiary board fees included where applicable |
| Director compensation structure (2024) | Board retainer: $70,000; Audit Chair: $30,000; Committee member: $10,000; Board Chair: $90,000 | Standard annual cash retainers |
Performance Compensation
| Equity Grant (2024) | RSUs (time-based) | Grant Date Fair Value | Grant Date | Vesting |
|---|---|---|---|---|
| Annual Director RSU | 1,330 units | $80,013 (at $60.16/share) | April 23, 2024 | Cliff vests April 23, 2025 |
| Performance Metrics Tied to Director Equity | Details |
|---|---|
| None disclosed | Director equity is time‑vested RSUs; no performance-vested metrics for directors are described |
| Options/Other Equity | Details |
|---|---|
| Options | Not disclosed for directors in 2024; standard director equity retainer delivered in RSUs |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Energy Transfer LP; LE GP, LLC | Co‑CEO; Director | None disclosed with TCBI; related‑party policy and Reg O controls in place |
| USA Compression GP, LLC | Chairman; Director | None disclosed with TCBI |
| TXSE Texas Stock Exchange Board | Director | None disclosed with TCBI |
Related‑party/loans policy: Any loans to directors/affiliates must be Board‑approved, on market terms, and not involve abnormal risk; proxy reports no related‑party transactions requiring disclosure beyond this policy .
Expertise & Qualifications
- SEC “financial expert”; CPA (inactive), deep finance/audit competence .
- Extensive public-company CFO and energy-sector leadership across multiple MLPs and corporates .
- Professional affiliations: Financial Executives International; Director, TXSE Texas Stock Exchange Board .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (common shares) | 9,173 shares (<1% outstanding) as of Feb 19, 2025 |
| Unvested RSUs outstanding | 1,330 RSUs as of Dec 31, 2024 (vesting Apr 23, 2025) |
| Ownership guidelines (5x cash retainer) | Met as of Dec 31, 2024 (all independent directors except a 2024 joiner met) |
| Hedging/Pledging | Prohibited by policy; no pledging disclosures for Long in proxy |
| Section 16 compliance | No delinquencies noted for Long in 2024; only one late filing noted for a different director |
Governance Assessment
-
Strengths for investor confidence:
- Independent director with strong audit credentials; Audit Committee Chair and SEC “financial expert,” signed 2024 Audit Committee Report endorsing financial statements .
- Clear alignment via equity retainer; director compensation includes ~$80,000 in RSUs that vest over time; policy targets ~half of director pay in equity and imposes 5x retainer ownership guidelines—Long is in compliance .
- No related‑party transactions disclosed; robust Reg O controls and board pre‑approval for any director loans .
- Board‑level governance practices (independent leadership/Lead Director, executive sessions, overboarding limits, anti‑hedging/pledging, clawback policy) .
-
Watch items:
- Heavy external workload (Co‑CEO of a large public energy company and multiple board roles) while serving as Audit Chair of a regulated bank could present time/attention risk; however, Board‑wide attendance thresholds were met in 2024 and Audit met 6 times (no individual shortfalls disclosed) .
- Energy sector ties may create perceived conflicts if client/vendor relationships arise; proxy reports no related‑party transactions; continue to monitor disclosures in future proxies/8‑Ks .
-
Compensation observations:
- 2024 mix balanced between cash ($95,000) and time‑based RSUs ($80,013) for Long; no performance-vested equity for directors, which is typical but provides less pay-for-performance linkage than NEO plans .
-
Red flags:
- None evidenced in proxy regarding conflicts, pledging/hedging, related‑party transactions, or Section 16 compliance for Long .
Appendix: Reference Tables
TCBI 2024 Director Compensation Structure
| Position | Cash Retainer (Annual) |
|---|---|
| Board Member | $70,000 |
| Chairman of the Board | $90,000 |
| Audit Committee Chair | $30,000 |
| Risk Committee Chair | $30,000 |
| Compensation Committee Chair | $25,000 |
| Governance & Nominating Committee Chair | $25,000 |
| Committee Member (not Chair) | $10,000 |
| Equity Retainer | $80,000 in RSUs |
Thomas E. Long — 2024 Director Compensation
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $95,000 |
| Stock Awards (Grant Date Fair Value) | $80,013 |
| Total | $175,013 |