David Phelps
About David Phelps
Independent director (Class C) of Third Coast Bancshares, Inc. since 2023; director of Third Coast Bank since 2022. Age 69. Veteran audit, risk, and internal controls leader: ex–practice lead for Briggs & Veselka’s Business Advisory group; former Senior Manager at Grant Thornton; 10 years as Director of Internal Audit & Risk Management at a public bank. Certified Public Accountant (Texas); B.S. in Accounting, University of Houston . The Board has determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Briggs & Veselka Company | Leader, Business Advisory practice; led financial institutions practice (internal audit, regulatory/SOX, IT, loan review) | 2004–2020 | Built FI advisory across 50+ institutions from community to multi‑billion in assets |
| Grant Thornton (Houston) | Senior Manager; started consulting practice (banks and SOX) | 5 years | Stood up advisory services nationally for banks; internal audit/SOX for multi‑industry clients |
| Public Bank (unnamed) | Director of Internal Audit & Risk Management | 10 years | Enterprise risk/internal audit leadership inside a public bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Houston | Accounting Advisory Board, Director | 10 years | Governance/academic linkage to UH accounting program |
| TSCPA, AICPA, IIA | Member (past) | N/A | Professional affiliations supporting audit/controls expertise |
Board Governance
- Board and Committee participation: The Board met 12x in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service period .
- Committee assignments: Audit Committee member (Chair: Carolyn Bailey). Audit met 10x in 2024; Phelps is listed on the Audit Committee report signature block, evidencing active engagement .
- Independence and leadership: Board deems Phelps independent; combined Chair/CEO structure with a Lead Independent Director (Dr. Basaldua) who presides over executive sessions .
- Hedging/pledging: Hedging prohibited; pledging restricted to pre‑approved exceptions with demonstrated repayment capacity .
Fixed Compensation
Director pay structure (2024):
- Company: $333 per board meeting; $5,000 quarterly stipend (non‑executive directors) .
- Bank: $333 per board meeting; $5,000 quarterly stipend; committee meeting fees per schedule below .
- Equity: Annual restricted stock award valued at $19,981 for non‑executive directors (excluding Tony Scavuzzo) .
Committee fee schedule (Bank/Joint committees, 2024):
| Committee | Fee per Meeting | Chair Quarterly Stipend |
|---|---|---|
| Directors’ Loan | $300 | $1,000 |
| Audit | $400 | $1,375 |
| ALCO | $300 | $938 |
| Compensation | $250 | $1,375 |
| IT (Director) | $300 | $750 |
| Corporate Governance & Nominating | $300 | $1,375 |
| Risk | $300 | $750 |
Phelps 2024 director compensation:
| Component | Amount (USD) |
|---|---|
| Cash fees (Company/Bank/TCCC) | $74,024 |
| Stock awards (grant-date fair value) | $19,981 |
| All other compensation | $0 |
| Total | $94,005 |
- Mix: Cash 78.8%, Equity 21.2% (based on amounts above) .
Performance Compensation
Equity awards (non-employee director):
- 2024 grant: Restricted stock valued at $19,981 (company-wide policy for non‑executive directors) .
- Unvested restricted shares outstanding (as of 12/31/2024): 1,594 for Phelps (per director table) .
- Disclosed tranche: 962 restricted shares scheduled to vest in full on May 30, 2025 (subset of total) .
| Equity Instrument | Quantity | Vesting / Terms |
|---|---|---|
| Restricted Stock (unvested) | 1,594 | Unvested as of 12/31/2024 |
| Restricted Stock tranche | 962 | Vests 5/30/2025 |
Note: No director performance metrics (e.g., TSR, financial KPIs) are tied to non‑employee director equity in the proxy; awards are time‑based under the 2017 Director Stock Option Plan and 2019 Omnibus Plan. Non‑employee director total annual equity+cash is capped at $500,000 per the 2019 Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Phelps . |
| Prior public company boards | Not disclosed . |
| Interlocks | Compensation Committee interlocks: none; no insider participation disclosed involving Phelps . |
| Family relationships | None disclosed for Phelps; note: Dennis and Greg Bonnen are brothers (other directors) . |
Expertise & Qualifications
- Core: CPA; deep internal audit, SOX, regulatory compliance, risk management; FI advisory across >50 institutions .
- Fit to role: Serves on Audit Committee; committee’s “financial expert” designation resides with Chair Carolyn Bailey, not Phelps .
- Governance support: Prior board‑level service to University of Houston accounting advisory board (10 years), reinforcing governance fluency .
Equity Ownership
| Ownership Element | Amount |
|---|---|
| Total beneficial ownership (common) | 18,234 shares; <1% of outstanding |
| Common shares held directly | 6,827 shares |
| Stock options | 6,000 options (exercisable status per table structure) |
| Restricted stock (unvested) | 962 shares (vest 5/30/2025) |
| Series A Preferred (convertible) | 100 shares → 4,445 common on conversion (as defined) |
| Pledged shares | No pledging disclosed; company broadly restricts pledging, with limited pre‑approved exceptions |
Related Party Transactions and Conflicts
- Company policy: Related party transactions vetted under a formal policy; material items require Audit Committee approval and must be on market terms .
- 2024–2025 disclosures: No related‑party transactions involving Phelps identified in the proxy. The only named director RPT was a consulting agreement with Dennis Bonnen (ended 12/31/2024) .
- Hedging/pledging: Hedging prohibited; pledging constrained—reduces alignment risk from hedging; mitigates margin‑call risk from pledges .
Attendance, Section 16, and Insider Trades
- Attendance: Each director met the ≥75% attendance threshold in 2024; nine directors attended the 2024 annual meeting (individual attendance not specified) .
- Section 16 compliance: Company reports full compliance in 2024 except for two late Form 4s (neither attributable to Phelps) .
- Insider trades: No Phelps‑specific Form 4 activity disclosed in the proxy; no late filings attributed to Phelps .
Governance Assessment
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Strengths
- Independence and audit depth: Independent director with extensive internal audit/SOX/risk credentials; serving on an active Audit Committee (10 meetings), which supports robust financial oversight .
- Alignment: Mix of cash and modest time‑based equity; additional direct ownership and convertible preferred position meaningfully align interests (<1% ownership, but diversified across instruments) .
- Risk controls: Anti‑hedging policy and pledging restrictions; formal RPT policy; no Phelps‑specific RPTs or 16(a) issues disclosed—positive for investor confidence .
-
Watch items
- Convertible preferred holdings: Phelps holds 100 shares of Series A Preferred convertible into 4,445 common shares; while alignment‑positive, preferred terms can diverge economically from common in stress/change‑of‑control scenarios; continued monitoring is warranted for potential perceived conflicts if Board actions affect preferred holders differently .
- Attendance disclosure granularity: Company reports ≥75% overall but does not provide member‑level attendance detail; continued monitoring of committee workloads and individual participation advisable for best‑practice transparency .
Overall, disclosures support Phelps as a technically capable, independent audit‑oriented director with adequate ownership alignment and no evident conflicts or red flags in 2024–2025 proxy disclosures. Continued vigilance around preferred‑shareholder dynamics and sustained Audit Committee engagement remains appropriate .