Bart Caraway
About Bart Caraway
Bart O. Caraway, 54, is Founder, Chairman, President and Chief Executive Officer of Third Coast Bancshares, Inc. (TCBX) and Third Coast Bank; he has served on the Company board since 2013 and the Bank board since 2008. He is a Texas-licensed attorney and Certified Public Accountant, with a BBA in Accounting (UT Austin, 1992) and JD (University of Houston Law Center, 1999); he previously built the Financial Institution Services practice at Briggs & Veselka (now part of Crowe LLP). Recent recognitions include 2023 Honoree “Most Admired CEO” (Houston Business Journal) and 2022 EY Entrepreneur of the Year Finalist . The proxy does not disclose CEO pay metrics tied to TSR/revenue/EBITDA; annual cash bonuses are discretionary based on overall assessment rather than formulaic goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Third Coast Bancshares, Inc. | Founder; Chairman, President & CEO; Director | Director since 2013 | Leads overall vision/strategic plan; deep banking/accounting expertise |
| Third Coast Bank | Chairman, President & CEO; Director | Director since 2008 | Built de novo bank; long-standing business/banking relationships in markets |
| Third Coast Commercial Capital (TCCC) | Chairman, President & CEO; Director | — | Leadership of asset-based lending subsidiary |
| Briggs & Veselka Co. (now Crowe LLP) | Created/led Financial Institution Services | — | Developed bank audit/attestation, risk, loan review, de novo chartering, M&A advisory |
| Community banks (prior roles) | Executive roles | — | Banking leadership prior to founding Third Coast Bank |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy . |
Fixed Compensation
- Base salary rate for 2024 set at $630,000 (effective March 3, 2024) .
- Bonuses are discretionary (no disclosed targets/weightings) .
Multi-year compensation (as reported):
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Salary | $590,385 | $624,231 |
| Bonus (annual discretionary) | $550,000 | $700,000 |
| Stock Awards (grant-date fair value) | $274,999 | $200,796 |
| Option Awards (grant-date fair value) | — | — |
| All Other Compensation | $168,858 | $178,298 |
| Total | $1,584,242 | $1,703,325 |
All other compensation detail (2024): 401(k) match $12,369; life insurance premiums $2,388; salary continuation accrual $162,101; cell phone allowance $1,440 .
Performance Compensation
Annual cash incentive (structure and payout):
| Component | Metric | Weighting | Target | Actual/Payout | Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2024) | Discretionary based on overall assessment | N/A | Not disclosed | $700,000 (cash) | Committee evaluates overall performance/market/regulatory factors |
Equity awards outstanding (options):
| Grant type | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration |
|---|---|---|---|---|
| Stock option | 14,000 | — | $13.00 | 02/23/2027 |
| Stock option | 100,000 | — | $16.30 | 07/19/2028 |
| Stock option | 26,800 | 6,700 | $16.78 | 01/01/2030 |
| Stock option | 8,100 | 5,400 | $16.43 | 01/01/2031 |
Restricted stock vesting schedule (time-based):
| Award | Shares unvested | Vesting schedule |
|---|---|---|
| RS (Feb 1 tranche) | 5,000 | 2,500 vested 02/01/2025; 2,500 vest 02/01/2026 |
| RS (Mar 15 tranche A) | 11,590 | 5,794 vested 03/15/2025; 5,796 vest 03/15/2026 |
| RS (Mar 15 tranche B) | 10,131 | 3,343 vested 03/15/2025; 3,343 vest 03/15/2026; 3,445 vest 03/15/2027 |
Observations:
- No option awards granted in 2023–2024 (option grant-date fair value = $0), with equity delivered via restricted stock .
- Awards shown are time-based; the proxy allows performance awards under the 2019 Plan but does not disclose CEO PSUs/performance conditions for 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 299,335 shares; 2.1% of outstanding |
| Breakdown (footnote) | 118,964 direct; 2,746 IRA; options for 158,300 shares; 2,500 RS vesting 02/01/2026; 5,795 RS vesting 03/15/2026; 6,788 RS vesting in equal increments on 03/15/2026 and 03/15/2027; 4,242 ESOP-allocated shares |
| Options – exercisable vs. unexercisable | Exercisable 14,000; 100,000; 26,800; 8,100; Unexercisable 6,700; 5,400 (see option table above) |
| Hedging/pledging | Hedging prohibited; pledging only by pre-approved exception with ability to repay without resorting to pledged securities |
| Ownership guidelines | Executive ownership guideline multiple not disclosed in proxy |
Note: The closing price used for restricted stock market value at 12/31/24 was $33.95 (company disclosure basis) .
Employment Terms
Employment agreement (CEO):
| Term | Provision |
|---|---|
| Agreement/Term | Initial term to 3rd anniversary; auto one-year renewals unless 90-days’ notice |
| Base salary floor in agreement | $475,000 (subject to increases, not decreases) |
| Bonus | Discretionary eligibility |
| Non-compete | During employment and 1 year post-termination |
| Non-solicit | During employment and 1 year post-termination (see also salary continuation agreement below) |
| Termination without Cause / Resignation with Good Reason | 150% of base salary, plus 150% of average prior bonuses (installments over 1 year); COBRA reimbursement up to 18 months; equity vesting accelerated by 1 year |
| Death/Disability | Lump sum = 100% of base salary + average prior bonuses; equity vesting accelerated by 1 year |
| Change in Control (double-trigger within 6 months prior to / 12 months post CIC) | Lump sum 2.99x (salary + avg bonus) plus earned but unpaid bonus; COBRA reimbursement up to 24 months; immediate vesting of equity |
| 280G excise tax | Cut-back to avoid 280G excise tax if it increases net after-tax benefit; no gross-up |
Salary Continuation Agreement (SERP-like deferred comp):
| Term | Provision |
|---|---|
| Normal Retirement Benefit | $311,453 per year, paid monthly for 10 years after age 62 |
| Accrued liability (12/31/24) | $675,083 accrued for future payments |
| Vesting of accrual balance | 100% vested as of 12/31/2020 |
| Early termination (involuntary w/o Cause or Good Reason) | Lump sum equal to vested accrual balance |
| Death | Beneficiary receives Normal Retirement Benefit commencing after death (notwithstanding age) |
| Disability | Lump sum equal to 100% of accrual balance |
| Change in Control | Lump sum equal to 100% of accrual balance |
| Covenants | Confidentiality (perpetual) and non-solicitation (during employment and for two years following termination) |
Board Governance
- Role/tenure: Class A director (term expiring at 2026 annual meeting); serves as Chairman, President and CEO of Company and Bank .
- Independence: Board determined Caraway is not independent; 11 of 14 current directors/nominees are independent .
- Board meetings/attendance: Board met 12 times in 2024; each director participated in at least 75% of board and committee meetings .
- Board leadership: Combined Chair/CEO structure with a Lead Independent Director (Dr. Martin Basaldua) to preside over executive sessions, assist agendas, and provide independent leadership .
- Committee roles: Audit, Compensation, and Corporate Governance & Nominating Committees are composed of independent directors; Caraway is not listed as a member of these committees .
- Director compensation: Non-executive directors receive meeting-based cash and restricted stock; Caraway’s compensation is reported under executive compensation, not under the director fee table .
Related Party Transactions and Policies
- Related party transactions are governed by a formal policy requiring Audit Committee review/approval; transactions must be on substantially the same terms as with non-related parties .
- The 2024 related-person disclosure highlights a consulting agreement with director Dennis Bonnen ($150,000 in 2024); no Caraway-specific related transactions are disclosed .
Compensation Structure Analysis
- Mix shift toward time-based RS: 2023–2024 show $0 in option grant values while restricted stock grants continued; indicates less option usage and more RS, which lowers risk vs. options and can increase realized pay certainty .
- Increased fixed pay: CEO base salary rate increased to $630,000 in 2024, improving competitive positioning per committee discussion .
- Discretionary cash bonuses: Lack of formulaic metrics/weights reduces direct pay-for-performance transparency; committee assesses overall performance and operating context .
- CIC economics: 2.99x multiple plus immediate equity vesting create meaningful transaction-related payouts; 280G cutback avoids excise tax/gross-ups .
Risk Indicators & Red Flags
- Hedging prohibited; pledging tightly restricted to pre-approved exceptions (alignment positive, lowers hedging/pledging risk) .
- Combined Chair/CEO mitigated by active Lead Independent Director and majority-independent board (governance risk moderated but remains a consideration) .
- Director option plan allows exercise price reductions (repricing) with affected director consent, a governance caution for director equity; does not apply to the CEO’s executive plan terms .
- CIC multiples at 2.99x (salary+bonus) are at the high end for small-cap banks; however, inclusion of cutback instead of tax gross-up is shareholder-favorable .
Equity Vesting and Potential Selling Pressure (watchlist)
- Time-based RS vestings for Caraway: 2,500 shares on 02/01/2026; 5,796 on 03/15/2026; 3,343 on 03/15/2026; 3,445 on 03/15/2027 (in addition to tranches that vested in 2025). These dates can create natural windows for liquidity events/selling pressure around vesting .
- Significant option overhang (exercisable blocks at $16–17 strikes) could contribute to supply if options are monetized during open windows; hedging bans reduce alternative monetization paths .
Investment Implications
- Alignment: Caraway beneficially owns 2.1% of shares with sizable legacy options and scheduled RS vestings, indicating material skin-in-the-game; hedging is prohibited and pledging tightly controlled .
- Pay design: Discretionary cash bonuses and time-based RS increase certainty of payout and may dilute direct linkage to explicit financial KPIs; investors should monitor whether future disclosures introduce performance-based equity (PSUs) .
- Retention and CIC incentives: Robust severance (1.5x salary and bonus) and strong CIC package (2.99x plus full vesting) lower retention risk but create meaningful M&A-related payouts; no tax gross-up due to cutback mechanism .
- Governance: Combined Chair/CEO persists but is balanced by a Lead Independent Director and independent committees; the director plan’s repricing flexibility is a governance caution (director-level) .
- Trading signals: 2026–2027 RS vesting dates (Feb 1 and Mar 15 cycles) are the key watchpoints for incremental sellable supply; legacy in-the-money options present additional optionality for monetization contingent on window/tax planning .