Reagan Swinbank
About Reagan Swinbank
Reagan Swinbank, 44, serves as an independent director of Third Coast Bancshares, Inc. (TCBX) and Third Coast Bank, having joined the board in 2020; he is a Class C director nominated for re‑election with a term running to the 2028 annual meeting . He is a partner at Sprint Transport, overseeing Sprint Companies (industrial services along the Texas and Louisiana Gulf Coast), and holds a BBA in Finance from Texas A&M University (2003) . His prior board experience includes Heritage Bancorp, Inc. and Heritage Bank (2017 through the consummation of TCBX’s merger with Heritage Bancorp) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Bancorp, Inc. | Director | 2017–2020 (until merger consummation) | Governance experience at predecessor institution |
| Heritage Bank | Director | 2017–2020 (until merger consummation) | Banking oversight at predecessor bank |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sprint Transport / Sprint Companies | Partner; actively manages businesses | Ongoing | Industrial services focus on TX/LA Gulf Coast |
Board Governance
- Independence: The board affirmatively determined Swinbank is independent under Nasdaq and SEC rules (exceptions were Caraway and the Bonnen brothers; Swinbank was not among exceptions) .
- Tenure and classification: Class C director; nominated to serve until the 2028 annual meeting .
- Committee memberships: Not listed as a member of the Audit, Compensation, or Corporate Governance & Nominating Committees in the proxy; committee rosters name other directors as members and chairs .
- Attendance: In 2024, each director participated in at least 75% of aggregate board and committee meetings; the board met 12 times, and nine directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO (Caraway) with a Lead Independent Director (Dr. Martin Basaldua) presiding over executive sessions .
Fixed Compensation
| Component | Amount/Terms | 2024 Values |
|---|---|---|
| Company Board meeting fee | $333 per meeting attended | Paid per attendance |
| Bank Board meeting fee | $333 per meeting attended | Paid per attendance |
| TCCC Board meeting fee | $333 per meeting attended | Paid per attendance |
| Company quarterly stipend | $5,000 per quarter | $20,000/year if full-year service |
| Bank quarterly stipend | $5,000 per quarter (Bank non-executive directors) | $20,000/year if full-year service |
| Committee meeting fees (per meeting) | Audit $400; Compensation $250; Corp Gov & Nominating $300; ALCO $300; Directors’ Loan $300; IT $300; Risk $300 | Chair stipends per quarter: Audit $1,375; Comp $1,375; Corp Gov $1,375; ALCO $938; Loan $1,000; IT $750; Risk $750 |
| 2024 Cash fees (Swinbank) | Director fees earned or paid in cash | $61,024 |
Performance Compensation
| Equity Award Type | Grant Detail | Value/Shares | Vesting |
|---|---|---|---|
| Restricted Stock (annual director grant) | Non-exec directors received restricted stock in 2024 (except Scavuzzo) | $19,981 grant-date fair value (Swinbank) | Not specified for this grant in proxy |
| Unvested restricted shares (as of 12/31/2024) | Outstanding unvested shares per director | 1,594 shares (Swinbank) | Per award terms; specific dates not provided |
| Restricted stock (prior grant) | RS tranche vesting in 2025 | 962 shares | Vests in full on May 30, 2025 |
Notes
- Grant date fair value based on Nasdaq closing price on grant date; share counts and values per proxy disclosures .
- No performance-conditioned director equity (e.g., PSUs) disclosed; director equity appears time-based RS only .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Heritage Bancorp, Inc. | Private (pre-merger) | Director | Not disclosed |
| Heritage Bank | Private (pre-merger) | Director | Not disclosed |
No current public company directorships beyond TCBX are disclosed for Swinbank in the proxy .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Banking governance | Prior director roles at Heritage Bancorp and Heritage Bank |
| Industrial operations | Partner role managing Sprint Companies across Gulf Coast |
| Finance education | BBA in Finance, Texas A&M University (2003) |
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 68,740 shares; less than 1% |
| Breakdown | 40,945 shares held individually; 20,833 shares held by RTS Family LP (Swinbank is a partner); options to purchase 6,000 shares; 962 restricted shares vesting May 30, 2025 |
| Unvested RS (separate disclosure) | 1,594 unvested restricted shares outstanding as of 12/31/2024 |
| Hedging/Pledging policy | Hedging prohibited; short sales prohibited; pledging restricted to pre‑approved exceptions with demonstrated ability to repay without resorting to pledged securities |
Governance Assessment
- Alignment: Cash compensation is attendance-based with modest quarterly stipends; equity grants are restricted stock with relatively small grant-date value ($19,981), suggesting moderate alignment without excessive director equity risk concentration .
- Independence and engagement: Swinbank is independent and met board/committee attendance thresholds; board met 12 times in 2024, indicating active oversight cadence .
- Committee roles: Absence from Audit, Compensation, and Corporate Governance & Nominating rosters reduces potential conflicts tied to pay-setting or financial reporting oversight; however, it also limits direct involvement in key governance committees .
- Ownership: Beneficial ownership includes personal, partnership, options, and RS components; position is <1%, with clear anti-hedging/pledging policies mitigating alignment risks .
- Related-party exposure: Proxy discloses standard insider banking transactions are conducted at market terms; no Reagan Swinbank–specific related-party transactions are identified; notable related-party consulting was for another director (Dennis Bonnen) in 2024 .
RED FLAGS
- None disclosed specific to Swinbank: no hedging/pledging exceptions noted, no related-party transactions tied to Sprint Companies or personal entities, no attendance shortfalls .
- Board structure: Combined Chair/CEO warrants continued monitoring, though mitigated by a Lead Independent Director and independent committee composition .
Committee Context (for completeness)
- Audit Committee: Carolyn Bailey (Chair), W. Donald Brunson, Troy A. Glander, Shelton McDonald, David Phelps; 10 meetings in 2024 .
- Compensation Committee: Carolyn Bailey, Martin Basaldua, Troy A. Glander (Chair), Shelton McDonald, Tony Scavuzzo; 4 meetings in 2024; engaged Hunt Financial Group as independent consultant with no conflicts .
- Corporate Governance & Nominating: Martin Basaldua (Chair), W. Donald Brunson, Troy A. Glander, Shelton McDonald; 5 meetings in 2024 .