Carolyn Bailey
About Carolyn Bailey
Carolyn Bailey, 63, is an independent Class B director of Third Coast Bancshares, Inc. (TCBX) and the Bank, serving since 2020; she is a Texas CPA with deep tax compliance and accounting leadership experience and currently chairs the Audit Committee as an SEC-designated “audit committee financial expert” . Her education includes a B.S. in Accountancy from Wright State University; she also serves as an adjunct professor at the University of Houston’s Wolff Center for Entrepreneurship (since August 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young | Tax Services Partner; America’s Digital Tax Administration Services Leader; US Business Tax Compliance Leader | 2007–2019 | Led large-scale tax operations and technology initiatives |
| Continental Airlines | Director of Income Tax Reporting & Accounting | Not disclosed | Led tax reporting/accounting functions |
| GE Capital | Director of Income Tax Reporting & Accounting | Not disclosed | Led tax reporting/accounting functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Houston (Wolff Center for Entrepreneurship) | Adjunct Professor | Since Aug 2023 | Undergraduate business instruction |
Board Governance
- Independence: The Board determined Bailey is independent under Nasdaq and SEC rules (only Bart O. Caraway, Dennis Bonnen, Greg Bonnen are non-independent) .
- Structure: Bart O. Caraway serves as combined Chairman/CEO; Dr. Martin Basaldua is Lead Independent Director and presides over executive sessions .
- Committees:
- Audit Committee: Chair; committee met 10 times in 2024; Bailey designated “audit committee financial expert” and financially sophisticated .
- Compensation Committee: Member; committee met 4 times in 2024 .
- Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings; the Board met 12 times .
Fixed Compensation
| Component | Amount/Structure | Evidence |
|---|---|---|
| Director cash fees (2024) | $74,824 | |
| Restricted stock grant (2024) | $19,981 grant-date fair value | |
| Total director compensation (2024) | $94,805 | |
| Per-meeting fees (Board) | $333 per Company Board meeting; $333 per Bank Board meeting; $333 per TCCC Board meeting | |
| Quarterly stipends (non-exec directors) | $5,000 Company; $5,000 Bank | |
| Committee meeting fees (Bank committees) | Audit $400; Compensation $250; Corporate Governance & Nominating $300; Directors’ Loan $300; ALCO $300; IT $300; Risk $300 | |
| Committee chair quarterly stipends | Audit $1,375; Compensation $1,375; Corporate Governance & Nominating $1,375; Directors’ Loan $1,000; ALCO $938; IT $750; Risk $750 |
Performance Compensation
| Award Type | Shares/Units | Vesting | Notes |
|---|---|---|---|
| Restricted Stock (Unvested at 12/31/2024) | 1,594 shares | Not disclosed | Proxy states unvested count as of year-end |
| Restricted Stock (specific grant) | 962 shares | Vests in full on May 30, 2025 | Footnote details vest date |
| Stock Options | 6,000 options | Terms not disclosed | Director options outstanding |
No director performance metrics (TSR, revenue, ESG) are disclosed for director equity; awards appear time-based, not performance-conditioned .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in TCBX proxy |
| Prior public company boards | Not disclosed |
| Interlocks (compensation committee) | No interlocks/insider participation issues disclosed for 2024 compensation committee; Bailey served as a member alongside independent directors |
| Related-party ties | Company discloses ordinary-course related person transactions; no Bailey-specific related-party transaction disclosed |
Expertise & Qualifications
- CPA (Texas) with extensive leadership in tax compliance, accounting operations, and digital tax administration; senior roles at EY, Continental Airlines, and GE Capital .
- Audit Committee Chair and SEC “audit committee financial expert,” indicating robust financial reporting oversight credentials .
- Academic engagement as adjunct professor (University of Houston), strengthening governance perspective on entrepreneurship and operations .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 15,426 shares; <1% of outstanding | Beneficial ownership table |
| Direct holdings | 6,864 shares | |
| IRA holdings | 1,600 shares | |
| Restricted stock (beneficial footnote) | 962 shares (vest 5/30/2025) | |
| Options | 6,000 shares underlying options | |
| Unvested RSU (as of 12/31/2024) | 1,594 shares |
- Hedging and pledging: Directors are prohibited from hedging and short sales; pledging is limited to pre-approved exceptions with demonstrated repayment capacity .
Insider Trades
| Date Filed | Trade Date | Form | Nature | Shares | Price | Source |
|---|---|---|---|---|---|---|
| 2024-05-31 | 2024-05-30 | Form 4 | Stock Award (Grant) | 962 | Not applicable | |
| 2021-11-16 | 2021-11-12 | Form 4 | Purchase by IRA | 1,600 | $25.00 |
Fintel and Cloudfront references corroborate a 2024 stock award of 962 shares and the 2021 IRA purchase of 1,600 shares .
Governance Assessment
- Strengths:
- Independent director with audit chair role and SEC “financial expert” designation; strong oversight of external auditors, internal audit, and controls; Audit Committee met 10 times in 2024 .
- Compensation Committee membership supports alignment across executive pay governance; committee comprised of independent directors .
- Meeting engagement: Board met 12 times; all directors maintained at least 75% attendance across Board and applicable committees, evidencing baseline engagement .
- Ownership alignment via RSUs and director options; ongoing equity exposure; hedging ban and restricted pledging mitigate misalignment risk .
- Potential Risks / RED FLAGS:
- Limited personal ownership (<1%) typical for outside directors but provides modest “skin-in-the-game” relative to executives .
- Company reports ordinary-course related-person banking transactions; while policy-governed and compliant, continued monitoring is prudent; no Bailey-specific transactions disclosed .
- Combined Chair/CEO structure places greater emphasis on the effectiveness of Lead Independent Director and committees; current mitigant noted .
- Signals:
- Director compensation mix includes cash stipends/meeting fees and annual restricted stock grants; equity component persists at modest levels ($19,981 in 2024), supporting long-term alignment without excessive dilution .
- Historical reference: Bailey’s cash director fees increased from $44,100 in 2021 (IPO prospectus) to $74,824 in 2024, consistent with expanded committee responsibilities and meeting cadence rather than outsized pay inflation .
Notes and References
- Independence status, committee roles, and meeting statistics derived from the 2025 DEF 14A proxy .
- Compensation figures and director equity grants from 2025 DEF 14A director compensation section .
- Beneficial ownership and footnote breakdown from 2025 DEF 14A .
- Hedging/pledging restrictions and governance policies from 2025 DEF 14A .
- Additional historical reference for 2021 director compensation from IPO prospectus .