Troy Glander
About Troy A. Glander
Troy A. Glander, 54, is an independent director of Third Coast Bancshares, Inc. since 2013 and of Third Coast Bank since 2008. He is a partner and President at Nava & Glander, PLLC (business litigation) since 2013, holds a BBA from The University of Texas at Austin and a J.D. from St. Mary’s University School of Law, and has been recognized as a Texas Monthly “Super Lawyer” among other honors . He is independent under Nasdaq rules and qualifies as a non‑employee director for Rule 16b‑3 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nava & Glander, PLLC | Partner; President | 2013–present | Business litigation practice |
| Texas Association of Defense Counsel | Board member; chaired Chapter Advisory Board | Not disclosed | Professional leadership; legal community engagement |
| Texas Exes | Board member; chaired Chapter Advisory Board | Not disclosed | Alumni leadership; community involvement |
| San Antonio Texas Exes | Director; Past‑President | Not disclosed | Alumni chapter governance |
| San Antonio Longhorn Foundation | Director; Past‑President | Not disclosed | Community leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Million Dollar Advocates Forum; ATLA; State Bar of Texas; Texas Association of Defense Counsel; San Antonio Bar Association | Member/Fellow (Texas Bar Foundation) | Not disclosed | Professional affiliations and recognition |
| Awards (AT&T “In the Trenches”; Brown & Brown “Peacemaker”; Longhorn Foundation “Excellence in Leadership”) | Honoree | Not disclosed | Recognition for leadership and dispute resolution |
Board Governance
- Committees: Audit (member), Compensation (Chair), Corporate Governance & Nominating (member) .
- Independence: Board affirmed independence (except Messrs. Dennis Bonnen, Greg Bonnen, and Caraway) under Nasdaq and SEC rules; Glander is independent . Compensation Committee members (incl. Glander) were non‑employees and had no relationships requiring related‑party disclosure in 2024 .
- Attendance: Board met 12 times in FY2024; each director participated in at least 75% of board and committee meetings; nine directors attended the 2024 annual meeting .
- Lead Independent Director: Dr. Martin Basaldua .
| Committee | Role | Meetings in 2024 | Independence Notes |
|---|---|---|---|
| Audit | Member | 10 | All members independent; SEC audit committee independence; financial expert on committee (Bailey) |
| Compensation | Chair | 4 | All members independent; non‑employee directors under Rule 16b‑3 |
| Corporate Governance & Nominating | Member | 5 | All members independent |
| Board of Directors | Director | 12 | ≥75% attendance threshold met |
Fixed Compensation
| Component | Amount/Rate | FY2024 Detail |
|---|---|---|
| Company Board meeting fee | $333 per meeting | Paid per meeting attended |
| Bank Board meeting fee | $333 per meeting | Paid per meeting attended |
| TCCC Board meeting fee | $333 per meeting | Paid per meeting attended |
| Quarterly stipend – Company | $5,000 per quarter | Non‑exec directors |
| Quarterly stipend – Bank | $5,000 per quarter | Non‑exec directors |
| Committee meeting fees | Vary by committee (see below) | Audit $400; Comp $250; CG&N $300; ALCO $300; Risk $300; Directors’ Loan $300; IT $300 |
| Committee chair stipends | Quarterly, varies | Audit $1,375; Comp $1,375; CG&N $1,375; ALCO $938; Risk $750; IT $750; Directors’ Loan $1,000 |
| Committee | Fee Per Meeting ($) | Chair’s Quarterly Stipend ($) |
|---|---|---|
| Audit Committee | 400 | 1,375 |
| Compensation Committee | 250 | 1,375 |
| Corporate Governance & Nominating | 300 | 1,375 |
| ALCO | 300 | 938 |
| Risk Committee | 300 | 750 |
| Directors’ Loan | 300 | 1,000 |
| Director Information Technology | 300 | 750 |
| Executive Committee | — | — |
| FY2024 Director Compensation (Glander) | Amount ($) |
|---|---|
| Cash fees | 63,424 |
| Stock awards (grant-date fair value) | 19,981 |
| All other compensation (life insurance premiums) | 225 |
| Total | 83,630 |
Performance Compensation
- Non‑employee directors receive restricted stock grants; no PSUs/options granted as director awards and no disclosed director‑specific performance metrics (awards are time‑based) .
- The Compensation Committee sets performance measures and targets for executive incentive awards, not for director grants .
| Performance Metric | Applies to Director Awards? | Notes |
|---|---|---|
| Revenue growth, EBITDA, TSR, ESG goals | No | Director equity grants are restricted stock (time‑based); no director performance metrics disclosed . Executive performance measures are set by the Compensation Committee for officers . |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Glander .
- Compensation Committee interlocks: None; no insider participation or cross‑committee interlocks in 2024 .
Expertise & Qualifications
- Education: BBA (UT Austin), J.D. (St. Mary’s) .
- Technical/Professional: Business litigation; recognized legal expertise; fellow of Texas Bar Foundation; multiple legal/professional memberships .
- Board Qualifications: Significant business/legal experience; long tenure at Company and Bank .
Equity Ownership
| Beneficial Ownership (as of Mar 24, 2025) | Shares | % Outstanding |
|---|---|---|
| Total beneficially owned | 43,889 | <1% |
| Direct shares | 31,927 | — |
| Options to purchase common stock | 11,000 | — |
| Restricted stock (to vest 05/30/2025) | 962 | — |
| Unvested Director Restricted Stock Outstanding (as of 12/31/2024) | Shares |
|---|---|
| Unvested RS outstanding (Glander) | 1,594 |
- Hedging/Pledging: Hedging prohibited; short sales prohibited; pledging limited to pre‑approved exceptions with demonstrated repayment capacity .
- Ownership Guidelines: Corporate Governance Guidelines referenced; specific director stock ownership guidelines not disclosed in proxy .
Governance Assessment
- Strengths:
- Independent director; Chair of Compensation Committee and member of Audit and Corporate Governance & Nominating, indicating broad governance involvement .
- Documented engagement: Board met 12 times; committees met regularly; ≥75% attendance threshold achieved by all directors .
- Pay structure balanced by equity: FY2024 director stock award of $19,981 with unvested restricted stock outstanding, supporting alignment .
- No related‑party transactions or interlocks involving Glander disclosed; Compensation Committee members were non‑employees with no relationships requiring disclosure .
- Company prohibitions on hedging/short sales; pledging tightly controlled—a positive alignment policy .
- Watch‑Items:
- Cash‑heavy director compensation due to per‑meeting fees and quarterly stipends; equity grant size is modest relative to cash fees in FY2024 (cash $63,424 vs stock $19,981), which may temper alignment emphasis .
- No disclosed director‑specific performance metrics; director equity is time‑based rather than performance‑conditioned .
RED FLAGS
- None disclosed relating to related‑party transactions, hedging/pledging exceptions, delinquent Section 16 filings for Glander, or committee interlocks .
Overall signal: Independent, multi‑committee engagement and chair responsibilities with regular meeting cadence and alignment policies support investor confidence; compensation mix is more cash‑weighted with modest equity, meriting monitoring of long‑term ownership accumulation .