Shelton McDonald
About Shelton J. McDonald
Shelton J. McDonald, 45, has served as an independent director of Third Coast Bancshares, Inc. and Third Coast Bank since 2019. He is an attorney and, as of April 2024, President and CEO of Joslin Construction Texas, LLC; he remains President and Chief Legal Officer of The Joslin Group, LLC and is Principal and COO of Kopis Capital Management, LLC. He holds a J.D. from South Texas College of Law, a BBA in Finance and Real Estate from Baylor University, and Series 3 and 65 licenses; he is licensed to practice law in Texas (since 2005) and Idaho (since 2021) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joslin Construction Texas, LLC | COO & General Counsel; later Chief Strategy Officer & General Counsel | Nov 2015–Apr 2024 | Led operations and legal across affiliated companies |
| Houston-area law firms | Attorney (business law) | ~2004–2015 (11 years) | Corporate and transactional legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Joslin Construction Texas, LLC | President & CEO | Apr 2024–Present | Civil construction leadership |
| The Joslin Group, LLC | President & Chief Legal Officer | Ongoing | Oversees portfolio of construction, manufacturing, equipment rental, and real estate businesses |
| Kopis Capital Management, LLC | Principal & COO | Ongoing | Investment management operations |
| State Bar of Texas / Idaho State Bar | Licensed Attorney | TX since 2005; ID since 2021 | Legal credentials |
Board Governance
- Classification and tenure: Class A director; term expires at 2026 annual meeting; director since 2019 .
- Independence: Board determined McDonald is independent under Nasdaq and SEC rules .
- Attendance: In 2024, each director attended at least 75% of aggregate board and committee meetings .
- Committee assignments (member on all three joint committees):
- Audit Committee (Chair: Carolyn Bailey; 10 meetings in 2024) .
- Compensation Committee (Chair: Troy A. Glander; 4 meetings in 2024) .
- Corporate Governance & Nominating Committee (Chair: Dr. Martin Basaldua; 5 meetings in 2024) .
| Governance Item | Detail |
|---|---|
| Lead Independent Director | Dr. Martin Basaldua; presides over executive sessions |
| Hedging/Pledging | Hedging prohibited; pledging restricted to pre-approved exceptions |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Company, Bank, TCCC) | $71,924 | Aggregate director fees earned in cash |
| Quarterly stipend (Company) | $5,000 per quarter | Applies to non-executive directors |
| Quarterly stipend (Bank) | $5,000 per quarter | Applies to Bank non-executive directors |
| Board meeting fee (Company/Bank/TCCC) | $333 per meeting | Paid per board meeting attended |
| Committee meeting fees (Bank/Joint committees) | Audit $400; Comp $250; CG&N $300 per meeting | Chair stipends apply to chairs only; McDonald is a member |
Total 2024 director compensation for McDonald: $91,905 (Cash fees $71,924; Stock awards $19,981; no other compensation) .
Performance Compensation
| Equity Component | Grant Value | Shares/Status | Vesting Details |
|---|---|---|---|
| Restricted Stock (annual director grant) | $19,981 | Unvested shares outstanding for each non-exec director: 1,594 as of 12/31/2024 | Grant structure disclosed; specific metrics not indicated |
| Restricted Stock (beneficial ownership detail) | — | 962 RS shares (unvested) | Vests in full on May 30, 2025 |
| Performance Metric | Weight/Target | Outcome |
|---|---|---|
| Performance conditions for director equity | Not disclosed | Director awards described as restricted stock; vesting date provided, no performance metrics cited |
Additional policy: Non-employee director total compensation capped at $500,000 per calendar year under the 2019 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for McDonald |
| Compensation Committee interlocks | None; committee members (including McDonald) had no relationships requiring disclosure |
Expertise & Qualifications
- Legal and governance: 20 years+ legal experience; corporate governance, contracts, and regulatory familiarity (licensed attorney in TX and ID) .
- Operations and strategy: Senior leadership across civil construction and diversified operating companies (COO/Chief Strategy Officer roles) .
- Finance/investments: Principal & COO at investment firm; Series 3 and 65 licenses .
Equity Ownership
| Ownership Component | Shares | % Outstanding | Notes |
|---|---|---|---|
| Common shares (direct) | 5,864 | <1% | Held individually |
| Stock options | 6,000 | <1% | Options outstanding (exercise/vesting terms not detailed in proxy) |
| Restricted stock (unvested) | 962 | <1% | Vests 5/30/2025 |
| Total beneficial ownership | 12,826 | <1% | As of March 24, 2025 |
Policy overlay: Hedging prohibited; pledging restricted to pre-approved exceptions with financial ability criteria .
Governance Assessment
- Board effectiveness: McDonald’s service on all three governance-critical committees (Audit, Compensation, Nominating) indicates deep engagement and broad oversight; independence affirmed by the board .
- Attendance/engagement: Board disclosure indicates strong participation across directors (≥75% meetings in 2024), consistent with governance expectations .
- Alignment: Annual restricted stock awards and modest beneficial ownership provide baseline alignment; equity grant structure lacks disclosed performance metrics for directors, typical for community banks but offers limited pay-for-performance signaling at the board level .
- Conflicts/related-party exposure: No related-party transactions disclosed for McDonald; firm-wide related party policy routes approvals through the Audit Committee; specific consulting arrangements were disclosed for another director (Dennis Bonnen), not McDonald .
- Compensation reasonableness: Cash fees and equity grants appear within plan caps and sector norms; independent compensation consultant (Hunt Financial Group) engaged for executive pay, with no conflicts, supporting broader compensation governance rigor .
RED FLAGS: None directly associated with McDonald disclosed (no related-party transactions, no Section 16 issues, no pledging noted; hedging prohibited) .