R. John McWhorter

About R. John McWhorter

Senior Executive Vice President and Chief Financial Officer of Third Coast Bancshares, Inc. and Third Coast Bank since January 2021 (previously EVP & CFO from April 2015 to January 2021). Brings 35+ years of banking, auditing, and public accounting experience; Certified Public Accountant; BBA in Accounting from The University of Texas at Austin (1987). Career highlights include taking Amegy Bank public and growing it to over $5B in assets, completing nine acquisitions and several capital offerings, and leading cost-saving initiatives. Civic service includes finance council roles at Duchesne Academy and Saint Cecilia Catholic Church .

Past Roles

External Roles

Fixed Compensation

Multi-year compensation as reported:

Base salary rates (as set by Compensation Committee):

Other compensation components detail (2024): 401(k) match $13,797; life insurance premiums $1,772; salary continuation agreement accrual $176,568; cell phone allowance $1,440 .

Performance Compensation

Executive incentives are largely discretionary cash bonuses and equity grants under the 2019 Omnibus Incentive Plan; the company does not disclose explicit annual performance metric weightings or targets for NEO bonuses (emphasizes overall company performance and individual contributions) .

Annual Cash Bonus

Equity Awards (Outstanding and Vesting)

Notes:

• Market value is based on $33.95 closing price on Dec 31, 2024 .
• The 2019 Plan authorizes RSAs/RSUs/PSUs/options; annual equity grants approved in March; options use grant-date closing price; no off-cycle grants in 2024 .

Performance Metrics Table (Disclosure Status)

Equity Ownership & Alignment

Beneficial ownership (as of March 24, 2025):

Ownership policies:

• Hedging prohibited; short sales banned. Pledging is limited to pre-approved exceptions with ability to repay without resorting to pledged securities .

Compliance:

• Section 16(a) reporting: Company states all executive officers complied in 2024; no late filings attributable to McWhorter (late filings noted for other individuals) .

Employment Terms

• Contract term and renewals: Initial term through third anniversary; auto one-year renewals unless notice ≥90 days pre-renewal .
• Role: Chief Financial Officer of the Bank (and Company) .
• Base salary (agreement baseline): $275,000, subject to annual review and potential increases (not decreases) . Actual 2024 rate set at $450,000 effective March 3, 2024 .
• Bonus: Opportunity to earn annual discretionary bonus; equity awards at Compensation Committee discretion under company plans .
• Restrictive covenants: Confidentiality (perpetual); non-compete during employment and 1 year post-termination; non-solicit during employment and 1 year post-termination .
• Severance (without Cause / with Good Reason):
  • Cash: 100% of annual base salary, paid in equal installments over 1 year .
  • Bonus: Average of prior 3 years’ bonuses (or lesser period; or target if <1 year), paid in equal installments over 1 year .
  • Benefits: COBRA reimbursement up to 12 months .
  • Equity: Vesting accelerated by one year .
• Change of Control (termination without Cause / Good Reason within 6 months before to 12 months after CoC):
  • Cash: Lump sum of earned but unpaid bonus for most recent year plus 2.5x the sum of (base salary + average prior 3 years’ bonuses, with alternative calculations if <3 years) .
  • Benefits: COBRA reimbursement up to 24 months .
  • Equity: Immediate vesting of outstanding awards .
• Excise tax handling: “280G cutback” to avoid 4999 excise tax if cutback increases net after-tax benefit .
• Salary Continuation Agreement:
  • Normal Retirement Benefit: $143,525 per year for 10 years, payable monthly starting at age 62 .
  • Accrued liability for future payments (as of Dec 31, 2024): $735,335 .
  • Vesting description discrepancy noted in proxy: One section states 40% vested on Dec 31, 2020 with 20% per year thereafter ; another states 30% vested on Dec 31, 2020 with 10% per year thereafter .

Investment Implications

• Alignment: Material ownership (2.4% beneficial) spanning direct, IRA, trust, ESOP, options, restricted stock, and convertible preferred suggests strong alignment with shareholders and multi-instrument exposure to price performance .
• Upcoming vesting/selling pressure: Multiple restricted stock tranches vest on Feb 1, 2026 and Mar 15, 2026/2027; monitor potential Form 4s and tax-withholding sales around these dates (aggregate unvested RS shares per table) .
• Retention and change-of-control: Robust CoC protection (2.5x salary+bonus average, 24 months COBRA, immediate vesting) reduces exit friction but can create event-driven incentives; severance and salary continuation benefits provide stability but may signal higher retention cost in strategic transactions .
• Pay structure: Heavy discretionary bonuses and time-based equity (restricted stock) with limited disclosed performance metrics reduce transparency of pay-for-performance linkage; investors should engage Compensation Committee on metric design and thresholds going forward .
• Risk controls: Hedging prohibition and pledging restrictions mitigate misalignment; Section 16 compliance noted for executives supports governance hygiene .

Note: The proxy contains inconsistent vesting language for the salary continuation agreement (40%/20% vs 30%/10%). Clarification from the company would improve precision in modeling early termination benefits .