Dennis Bonnen
About Dennis Bonnen
Dennis Bonnen, 53, has served as a director of Third Coast Bancshares, Inc. (TCBX) and Third Coast Bank since 2020. He founded Heritage Bank in 2008 and served as President, Chairman, and CEO until its merger into TCBX; he previously held executive roles at First Community Bank, Wells Fargo Bank, and Moody National Bank. Bonnen served in the Texas Legislature from 1997 to 2021, including as Speaker of the Texas House of Representatives (2019–2021). He is a graduate of St. Edward’s University and currently is the founding partner of Second Floor Strategies and has served as President, Business Strategy at R&K Distributors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Bank | Founder; President, Chairman, CEO | 2008–2021 (until merger) | Led bank through growth and subsequent merger into TCBX |
| Texas Legislature | Member; Speaker of the House | 1997–2021; Speaker 2019–2021 | Chaired committees across economic development, tax policy, insurance, education |
| First Community Bank; Wells Fargo Bank; Moody National Bank | Executive roles | Prior to 2008 | Banking leadership; market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Second Floor Strategies | Founding Partner | Current | Corporate strategic consulting |
| R&K Distributors | President, Business Strategy | Current (noted in 2024 proxy) | Beverage distributor strategy leadership |
Board Governance
- Class B director; term expires at the 2027 annual meeting; director since 2020 .
- Independence: The board determined Bonnen is not independent under Nasdaq/SEC rules (2025 proxy notes exceptions for Messrs. Dennis Bonnen, Greg Bonnen, and Caraway; 2024 proxy: Bonnen and Caraway) .
- Committees: Not listed among members of the Audit Committee, Compensation Committee, or Corporate Governance & Nominating Committee (which are joint Company/Bank committees), indicating he is not a member of those committees .
- Attendance: In 2024, each director participated in at least 75% of the combined board and committee meetings for which they served; nine directors attended the 2024 annual meeting .
- Interlock/family: Brother of Dr. Greg Bonnen (Class C director nominee and Bank director), an explicit family relationship disclosed by the Company .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Director fees earned or paid in cash ($) | $55,885 | $59,491 |
| Stock awards ($) | $62,818 | $19,981 |
| All other compensation ($) | $150,000 (consulting fees) | $150,000 (consulting fees) |
| Total ($) | $268,703 | $229,472 |
- Director fee structure: In 2024, non-executive directors received $333 per Company/Bank/TCCC board meeting; quarterly stipends of $5,000 at the Company and Bank; and committee meeting fees (e.g., Audit $400; Compensation $250; Corporate Governance & Nominating $300), with chair stipends (e.g., Audit $1,375 quarterly) .
Performance Compensation
| Equity Award Detail | 2023 | 2024 |
|---|---|---|
| Restricted stock grant value | $62,818 | $19,981 |
| Restricted stock unvested count (as of 12/31) | 3,864 (company-wide count shown per director, Bonnen footnote shows 3,864 across two tranches) | 1,594 (per non-executive director, including Bonnen) |
| Vesting schedules disclosed | 2,600 shares vest 05/25/2024; 632 shares vest 03/15/2025 | As above; 1,594 unvested remaining as of 12/31/2024 |
- Award type: Restricted stock for directors is time-based; no performance metric disclosure for director equity awards. Under the 2019 Omnibus Plan, outstanding awards not assumed/substituted in a change of control become fully vested and performance conditions deemed achieved at target .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | — | None disclosed for Bonnen |
| Castle Creek funds (5%+ shareholder) | Shareholder/fund | Board member on other companies by Director Tony Scavuzzo (not Bonnen) | Scavuzzo’s fund affiliation disclosed; not an interlock attributable to Bonnen |
- Family interlock: Bonnen’s brother, Dr. Greg Bonnen, is a TCBX Bank director and Class C director nominee .
Expertise & Qualifications
- Banking/operator: Founder/CEO/Chairman of Heritage Bank; executive roles at multiple banks .
- Policy/governance: Texas House Speaker; extensive committee leadership experience .
- Market knowledge: Recognized among top 40 Houston business leaders under 40 in 2009 .
- Legal/ethics: Company hedging policy prohibits director/executive hedging and short sales; pledging restricted to pre-approved exceptions with financial capacity to repay without pledged securities .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 155,367 | 156,329 |
| Beneficial ownership (%) | 1.1% | 1.1% |
| Options outstanding (shares) | 3,000 | — (not separately disclosed) |
| Unvested RS (shares) | 2,600 vesting 05/25/2024; 632 vesting 03/15/2025 | 1,594 unvested (per director count) |
- Ownership notes: Beneficial ownership includes direct, IRA, spouse IRA holdings, options, and restricted stock as disclosed; no pledging or hedging by directors is permitted under Company policy (pre-approval required for limited pledging) .
Governance Assessment
- Independence: Not independent per board determination; independence exception explicitly lists Dennis Bonnen (heightened conflict sensitivity) .
- Related-party transaction: Consulting agreement in effect Jan 1, 2023–Dec 31, 2024 paying $12,500/month ($150,000/year), with confidentiality, non-compete (1 year post-term), and non-solicit covenants. This is a material related-party transaction and a governance red flag for potential conflicts of interest and director independence perceptions .
- Family relationship: Brother (Dr. Greg Bonnen) on board—another conflict sensitivity; the proxy acknowledges the relationship .
- Attendance/engagement: Meets minimum attendance threshold (≥75%) in 2024; generally acceptable engagement per Company disclosure .
- Pay structure signals:
- Year-over-year decline in director equity grant value (from $62,818 in 2023 to $19,981 in 2024), implying reduced annual director equity issuance magnitude; cash fees modestly higher; notable continuation of consulting payments in 2024 .
- Director equity appears time-based RS; no performance-tied director equity metrics disclosed (less alignment to performance than PSUs/TSR-based constructs) .
- Policies mitigating risk: Hedging prohibited; pledging restricted; robust related-party approval policy via Audit Committee .
RED FLAGS:
- Not independent; paid consulting fees while serving as a director (conflict optics) .
- Family tie on the board (brother as director nominee) .
- No disclosed performance conditions for director equity; alignment reliant on time-based RS .
Positive signals:
- Deep banking and legislative experience; local market network .
- Attendance threshold met; disclosed governance policies (Code of Ethics; Whistleblower; hedging/pledging restrictions) .
Notes on Data Coverage
- Committee memberships are disclosed for Audit, Compensation, and Corporate Governance & Nominating committees; Bonnen is not listed on these rosters. Bank-specific committee memberships (Directors’ Loan, ALCO, Risk, IT, Executive) are described but individual rosters are not disclosed—no assertion can be made regarding Bonnen’s membership without further filings .
- Insider trading Form 4 activity is not included in proxy materials; no additional SEC Form 4 data was provided in the documents searched.