Joseph Stunja
About Joseph L. Stunja
Independent director (Class B) of Third Coast Bancshares, Inc. since 2013 and director of Third Coast Bank since 2008; age 72. Former Business Development Officer at the Bank (Aug 2016–Dec 2019). Education includes a B.S. in Industrial Engineering and an MBA from Pennsylvania State University. Background spans real estate development (past President, Friendswood Development Company) and brokerage (co-owner, RE/MAX Associates Northeast), with extensive civic leadership in Lake Houston-area institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Third Coast Bank | Business Development Officer | Aug 2016–Dec 2019 | Supported Bank’s business development strategy |
| Friendswood Development Company (Lennar/Exxon subsidiary) | Past President | 34-year career; retired 2012 | Led development of Kingwood community; senior leadership roles |
| RE/MAX Associates Northeast | Co-owner/operator | 1998–2010 | Operated one of Houston’s largest real estate agencies |
| San Jacinto River Authority | Director and Treasurer | Jun 2010–Jan 2016 | Financial oversight as Treasurer |
| Lake Houston Area Chamber of Commerce | Board member | 1993–2012 | Regional business advocacy |
| Lake Houston YMCA | Board member | 1996–2002 | Community service |
| Kingwood Super Neighborhood Council | Director | 2002–2012 | Local governance |
| The Clubs of Kingwood | Board of Governors | 2003–2005 | Community engagement |
| Lake Houston Tax Increment Reinvestment Zone | Co-founder, former Chairman | n/a | Local economic development |
External Roles
- No current public company directorships disclosed for Stunja in the proxy; prior board role noted at San Jacinto River Authority (public authority) .
Board Governance
- Independence: Board affirmatively determined Stunja is independent (exceptions: Bart O. Caraway, Dennis Bonnen, Greg Bonnen) .
- Board attendance: Board met 12 times in 2024; each director attended at least 75% of aggregate board and committee meetings during their service periods .
- Committee assignments: Stunja is not listed on the Audit, Compensation, or Corporate Governance & Nominating Committees in 2024/2025.
- Audit Committee members: Carolyn Bailey (Chair), W. Donald Brunson, Troy A. Glander, Shelton McDonald, David Phelps .
- Compensation Committee members: Carolyn Bailey, Martin Basaldua, Troy A. Glander (Chair), Shelton McDonald, Tony Scavuzzo .
- Corporate Governance & Nominating Committee members: Martin Basaldua (Chair), W. Donald Brunson, Troy A. Glander, Shelton McDonald .
- Lead Independent Director: Dr. Martin Basaldua .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Company board meeting fee | $333 per meeting | Paid to non-executive officer directors |
| Bank board meeting fee | $333 per meeting | Paid to non-executive officer directors |
| TCCC board meeting fee | $333 per meeting | Paid to non-executive officer directors |
| Company quarterly stipend | $5,000 per quarter | Non-executive officer directors |
| Bank quarterly stipend | $5,000 per quarter | Non-executive officer directors |
| Committee meeting fees (Bank/Joint) | See below | Per committee, plus chair stipends |
| Committee | Fee per meeting | Chair quarterly stipend |
|---|---|---|
| Directors’ Loan Committee | $300 | $1,000 |
| Audit Committee | $400 | $1,375 |
| ALCO | $300 | $938 |
| Compensation Committee | $250 | $1,375 |
| Director IT Committee | $300 | $750 |
| Corporate Governance & Nominating | $300 | $1,375 |
| Risk Committee | $300 | $750 |
| 2024 Director Compensation (Stunja) | Amount |
|---|---|
| Cash fees | $69,125 |
| Stock awards (grant-date fair value) | $19,981 |
| All other compensation (life insurance premiums) | $1,400 |
| Total | $90,506 |
Performance Compensation
- Equity grants: Restricted stock granted annually to non-executive officer directors (except Tony Scavuzzo) with 2024 grant value of $19,981 to each eligible director .
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Financial/operational metrics (e.g., revenue, TSR) | Not disclosed for director equity grants |
| Performance-conditioned vesting (PSUs/options) | Not disclosed for directors; annual restricted stock grants |
Other Directorships & Interlocks
- Family relationships: No family relationship of first cousin or closer among directors/officers except between Dennis and Greg Bonnen; no family relation disclosed for Stunja .
- Shared directorships: Not disclosed for Stunja .
Expertise & Qualifications
- Industrial engineering and MBA credentials; senior leadership in real estate development and brokerage; extensive civic engagement in Lake Houston area .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 222,267 (1.6%) |
| Held individually | 14,614 |
| Stunja Family Trust (trustee) | 129,024 |
| Options to purchase (exercisable/unexercisable status not specified) | 11,000 shares |
| Restricted stock outstanding (beneficial ownership footnote) | 962 shares; will vest May 30, 2025 |
| Unvested restricted stock outstanding (as of 12/31/2024) | 1,594 shares |
| Shares issuable upon conversion of Series A Preferred (Trust) | 66,667 shares from 1,500 preferred |
- Hedging/pledging: Company prohibits hedging; limits pledging to pre-approved exceptions with demonstrated ability to repay without resorting to pledged securities .
- Section 16 compliance: No delinquent filings noted for Stunja; two late Form 4s in 2024 were for other executives (Peacock, Bobbora) .
Governance Assessment
- Strengths:
- Independent director with deep local market ties and long board tenure; meets attendance thresholds and contributes to board continuity .
- Meaningful share ownership including trust holdings and options; annual equity grants to directors support alignment .
- Company policies restrict hedging and limit pledging, promoting alignment with shareholders .
- Potential concerns/monitoring items:
- Historical employee role (Business Development Officer through 2019); while board deems him independent, prior employment could be scrutinized for perceived independence—ongoing monitoring appropriate .
- No disclosed performance conditions for director equity grants; compensation is primarily fixed plus time-based stock—investors may prefer stronger pay-for-performance for directors .
- Shareholder sentiment signal:
- 2024 election results: For 6,711,723; Against 1,683,697; Abstain 34,418; Broker non-vote 1,360,206, indicating majority support but with a notable “Against” count relative to some peers; track future voting trends .
Director Election Voting (2024)
| Director | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Joseph L. Stunja | 6,711,723 | 1,683,697 | 34,418 | 1,360,206 |
Committee Presence Summary (Stunja)
| Committee | Member? |
|---|---|
| Audit | No; members listed exclude Stunja |
| Compensation | No; members listed exclude Stunja |
| Corporate Governance & Nominating | No; members listed exclude Stunja |
| Bank committees (Directors’ Loan, ALCO, Risk, IT) | Membership not disclosed per-director in proxy |
Director Compensation Structure Notes
- Non-exec directors receive meeting-based fees across Company, Bank, and TCCC; quarterly stipends at Company and Bank; committee meeting fees and chair stipends vary by committee (see tables above) .
- Annual director equity grants are restricted stock; 2019 Omnibus Plan caps total annual non-employee director compensation (cash plus equity grant-date fair value) at $500,000 .
Related Party Transactions & Conflicts
- Company reports related-person transactions policy with Audit Committee review; 2024 highlights include consulting fees paid to director Dennis Bonnen ($150,000); no specific related-party transactions disclosed for Stunja beyond director life insurance premiums .
Summary
- Independent, well-tenured director with substantial local market and real estate leadership experience; attendance and ownership alignment are positive. Monitor independence optics given prior employee role and continue tracking director election support and any committee assignments or related-party disclosures affecting Stunja’s governance profile .