Martin Basaldua
About Martin Basaldua
Dr. Martin Basaldua, 74, is Lead Independent Director of Third Coast Bancshares, Inc. and has served on the Company’s board since 2013 and the Bank’s board since 2008. He is a licensed medical doctor (since 1981) with extensive leadership across healthcare organizations; education includes an M.D. from UT Health Science Center at San Antonio, a B.A. in Biology from Trinity University, and an associate degree from San Antonio College . He is nominated to continue as a Class C director with a term through the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vytalus Medical Group, PLLC | Founder & President | — | Physician group leadership; practice growth |
| Kingwood Plaza Hospital (now Kingwood Medical Center) | Co-founder | — | Hospital development and governance |
| Methodist Medical Group, PLLC | Organizer; CEO of Methodist Health Services, LLC | — | Built physician network with Methodist Hospital TMC |
| Pinnacle Executive Services, LLC | President | — | Executive services leadership |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Memorial Hermann Health Care Collaborative (Unity Health Partners) | Chairman of the Board | Active chair role |
| Civic/Academic bodies (e.g., Texas Higher Education Coordinating Board; Texas Strategic Economic Planning Commission; Board of Trustees of North Harris Montgomery Community College District) | Trustee/Member | Prior service; civic leadership |
| American Heart Association (Northeast Harris County Division) | Founder | Community health leadership |
Board Governance
- Lead Independent Director; presides over executive sessions, provides independent leadership, assists in agendas and risk oversight .
- Committees:
- Compensation Committee: Member (Chair is Troy A. Glander) .
- Corporate Governance & Nominating Committee: Chair (members include Basaldua, Brunson, Glander, McDonald) .
- Independence: Board determined Dr. Basaldua is independent under Nasdaq and SEC rules (exceptions are Dennis Bonnen, Greg Bonnen, and Caraway) .
- Attendance: Board met 12 times in 2024; each director participated in at least 75% of board and committee meetings; nine directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Company board meeting fee (per meeting) | $333 | Paid per meeting attended |
| Bank board meeting fee (per meeting) | $333 | Paid per meeting attended |
| TCCC board meeting fee (per meeting) | $333 | Paid per meeting attended |
| Quarterly stipend (Company) | $5,000 | Non-executive directors |
| Quarterly stipend (Bank) | $5,000 | Non-executive directors |
| Committee per-meeting fees | Audit: $400; Comp: $250; CGN: $300; ALCO: $300; Risk: $300; DIT: $300; Directors’ Loan: $300 | Applies at Bank/Company joint committees |
| Committee Chair quarterly stipend | Audit: $1,375; Comp: $1,375; CGN: $1,375; ALCO: $938; Risk: $750; DIT: $750; Directors’ Loan: $1,000 | CGN chaired by Basaldua |
| 2024 Director Compensation (Basaldua) | Amount ($) |
|---|---|
| Director fees earned/paid in cash | 57,624 |
| Stock awards (grant-date fair value) | 19,981 |
| All other compensation (life insurance premiums) | 1,644 |
| Total | 79,249 |
Performance Compensation
| Equity Element | Quantity/Value | Vesting/Terms |
|---|---|---|
| Annual restricted stock grant (non-employee directors, 2024) | $19,981 grant-date fair value | Granted to all non-exec directors except Scavuzzo |
| Unvested restricted shares outstanding (Basaldua, 12/31/2024) | 1,594 shares | Aggregate for non-exec directors; Basaldua included |
| Scheduled vesting (Basaldua) | 962 shares | Vest in full on May 30, 2025 |
- Equity plan framework (2019 Omnibus Incentive Plan) permits time-based and performance-based awards; committee may set performance conditions, though director grants disclosed are restricted stock with scheduled vesting .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| Memorial Hermann Health Care Collaborative (Unity Health Partners) | Private/Non-profit healthcare | Chairman of the Board | Healthcare ecosystem leadership; no TCBX-related transaction disclosed |
| Vytalus Medical Group; Pinnacle Executive Services; Methodist affiliated entities | Private | Founder/President/CEO | No related-party transactions disclosed for Basaldua |
- No other public company board roles disclosed for Basaldua in the proxy .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Professional | Licensed M.D. since 1981; founder/leader across medical groups and hospital ventures |
| Governance | Lead Independent Director; Chair, Corporate Governance & Nominating Committee; member, Compensation Committee |
| Education | M.D. (UT Health Science Center at San Antonio); B.A. Biology (Trinity University); Associate’s Degree (San Antonio College) |
| Civic/Policy | Service on higher education and economic planning boards; founder in AHA division |
Equity Ownership
| Category | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 106,139 | "<1%" of outstanding shares (asterisk in table) |
| Common shares (individual) | 18,181 | Direct |
| IRA | 37,525 | Individual retirement account |
| Pinnacle Executive Services LLC | 36,248 | Shared voting/investment control; beneficially owned |
| Options to purchase common | 11,000 | Included in beneficial ownership calculation |
| Restricted stock (unvested) | 962 | Vests May 30, 2025 |
| Series A Preferred (convertible) | 2,223 | Shares issuable upon conversion of 50 preferred shares |
- Hedging prohibited; pledging restricted to pre-approved exceptions with demonstrated repayment capacity, applicable to directors and officers .
- No pledges or hedging positions by Basaldua disclosed in the proxy .
Governance Assessment
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Board effectiveness and independence: Basaldua is independent and serves as Lead Independent Director, chairing the Corporate Governance & Nominating Committee—providing strong oversight of board performance, nominations, ESG, and conflicts review; he also sits on the Compensation Committee . Attendance met the Company’s standard (each director ≥75% in 2024) and board held 12 meetings; nine directors attended the annual meeting, supporting engagement .
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Compensation alignment: Director pay mixes cash meeting/stipend fees with modest annual restricted stock ($19,981); Basaldua’s 2024 total was $79,249 with unvested RS scheduled to vest May 30, 2025, indicating time-based equity alignment rather than performance-linked metrics for directors .
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Potential conflicts: Extensive external healthcare leadership may intersect with Bank clients; however, related-party transactions are governed by formal policy with Audit Committee approval and compliance with Regulations W and O; no related-party transactions are disclosed for Basaldua .
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Risk indicators: Hedging prohibited and pledging restricted for insiders; no Section 16(a) reporting issues noted for Basaldua in 2024 (late filings were for two executives, not Basaldua) .
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RED FLAGS: None disclosed for Basaldua regarding low attendance, say-on-pay issues, related-party transactions, pledging, or legal proceedings in the proxy .
Overall signal: Independent leadership with active governance roles, disciplined director pay structure with modest equity, and formal conflict controls in place—supportive for investor confidence absent specific related-party exposures.