Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 3.35M
2: EX-21 Subsidiaries List HTML 29K
3: EX-23 Consent of Expert or Counsel HTML 31K
8: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 47K Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 30K
14: R1 Cover HTML 102K
15: R2 Audit Information HTML 35K
16: R3 Consolidated Balance Sheets HTML 129K
17: R4 Consolidated Balance Sheets (Parenthetical) HTML 48K
18: R5 Consolidated Statements of Income and Other HTML 158K
Comprehensive Income/(Loss)
19: R6 Consolidated Statements of Stockholders' Equity HTML 114K
20: R7 Consolidated Statements of Cash Flows HTML 149K
21: R8 Operations and Summary of Significant Accounting HTML 114K
Policies
22: R9 Earnings Per Share HTML 53K
23: R10 Investment Securities HTML 149K
24: R11 Loans and Allowance for Credit Losses on Loans HTML 401K
25: R12 Leases HTML 84K
26: R13 Premises and Equipment HTML 41K
27: R14 Deposits HTML 48K
28: R15 Short-Term Borrowings and Long-Term Debt HTML 93K
29: R16 Financial Instruments with Off-Balance Sheet Risk HTML 63K
30: R17 Regulatory Ratios and Capital HTML 98K
31: R18 Stock-Based Compensation HTML 98K
32: R19 Income Taxes HTML 106K
33: R20 Fair Value Disclosures HTML 160K
34: R21 Derivative Financial Instruments HTML 72K
35: R22 Accumulated Other Comprehensive Income HTML 72K
36: R23 Related Party Transactions HTML 36K
37: R24 Parent Company Only HTML 122K
38: R25 New Accounting Standards HTML 44K
39: R26 Operations and Summary of Significant Accounting HTML 172K
Policies (Policies)
40: R27 Organization, Consolidation and Presentation of HTML 40K
Financial Statements (Tables)
41: R28 Earnings Per Share (Tables) HTML 53K
42: R29 Investment Securities (Tables) HTML 154K
43: R30 Loans and Allowance for Credit Losses on Loans HTML 408K
(Tables)
44: R31 Leases (Tables) HTML 89K
45: R32 Premises and Equipment (Tables) HTML 40K
46: R33 Deposits (Tables) HTML 48K
47: R34 Short-Term Borrowings and Long-Term Debt (Tables) HTML 101K
48: R35 Financial Instruments with Off-Balance Sheet Risk HTML 63K
(Tables)
49: R36 Regulatory Ratios and Capital (Tables) HTML 88K
50: R37 Stock-Based Compensation (Tables) HTML 95K
51: R38 Income Taxes (Tables) HTML 108K
52: R39 Fair Value Disclosures (Tables) HTML 161K
53: R40 Derivative Financial Instruments (Tables) HTML 69K
54: R41 Accumulated Other Comprehensive Income (Tables) HTML 72K
55: R42 Parent Company Only (Tables) HTML 126K
56: R43 Operations and Summary of Significant Accounting HTML 45K
Policies - Additional Information (Details)
57: R44 Operations and Summary of Significant Accounting HTML 36K
Policies - Investment Banking and Trading Income
(Details)
58: R45 Earnings Per Share (Details) HTML 75K
59: R46 Investment Securities - Summary of HTML 79K
Available-for-Sale Debt Securities (Details)
60: R47 Investment Securities - Narrative (Details) HTML 65K
61: R48 Investment Securities - Schedule of Amortized Cost HTML 97K
and Estimated Fair Value of Securities (Details)
62: R49 Investment Securities - Weighted Average Yields HTML 57K
for Available-for-Sale Debt Securities (Details)
63: R50 Investment Securities - Schedule of HTML 67K
Available-for-Sale Debt Securities in a Continuous
Unrealized Loss Position (Details)
64: R51 Investment Securities - Summary of Unrealized and HTML 36K
Realized Gains/(Losses) Recognized in Net Income
on Equity Securities (Details)
65: R52 Loans and Allowance for Credit Losses on Loans - HTML 60K
Loans Held for Investment by Portfolio Segment
(Details)
66: R53 Loans and Allowance for Credit Losses on Loans - HTML 181K
Loans by Investment Grade (Details)
67: R54 Loans and Allowance for Credit Losses on Loans - HTML 58K
Allowance Activity (Details)
68: R55 Loans and Allowance for Credit Losses on Loans - HTML 61K
Additional Information (Details)
69: R56 Loans and Allowance for Credit Losses on Loans - HTML 90K
Age Analysis (Details)
70: R57 Loans and Allowance for Credit Losses on Loans - HTML 57K
Summary of Amortized Cost of Gross Modified Loans
Held for Investment (Details)
71: R58 Loans and Allowance for Credit Losses on Loans - HTML 47K
Summary of Financial Impacts of Loan Modifications
(Details)
72: R59 Loans and Allowance for Credit Losses on Loans - HTML 54K
Schedule of Age Analysis of Gross Modified Loans
Held for Investment (Details)
73: R60 Loans and Allowance for Credit Losses on Loans - HTML 46K
Troubled Debt Restructuring (Details)
74: R61 Leases - ROU Assets and Lease Liabilities HTML 50K
(Details)
75: R62 Leases - Narrative (Details) HTML 44K
76: R63 Leases - Net lease cost (Details) HTML 59K
77: R64 Leases - Other information (Details) HTML 39K
78: R65 Leases - Maturity of remaining lease liabilities HTML 85K
(Details)
79: R66 Premises and Equipment (Details) HTML 47K
80: R67 Deposits - Schedule of Deposits (Details) HTML 44K
81: R68 Deposits - Schedule of Maturities of HTML 43K
Interest-Bearing Time Deposits (Details)
82: R69 Deposits - Narrative (Details) HTML 32K
83: R70 Short-Term Borrowings and Long-Term Debt - Summary HTML 68K
of Short-Term Borrowings (Details)
84: R71 Short-Term Borrowings and Long-Term Debt - Summary HTML 56K
of Long-Term Borrowings (Details)
85: R72 Short-Term Borrowings and Long-Term Debt - HTML 52K
Preferred Subordinated Debentures (Details)
86: R73 Financial Instruments with Off-Balance Sheet Risk HTML 52K
(Details)
87: R74 Regulatory Ratios and Capital - Narrative HTML 69K
(Details)
88: R75 Regulatory Ratios and Capital - Schedule of HTML 104K
Compliance With Regulatory Capital Requirements
(Details)
89: R76 Stock-Based Compensation - Narrative (Details) HTML 88K
90: R77 Stock-Based Compensation - Schedule of Stock HTML 64K
Appreciation Rights Activity (Details)
91: R78 Stock-Based Compensation - Summary of Status and HTML 69K
Changes in Nonvested Restricted Stock Units
(Details)
92: R79 Income Taxes - Income Tax Expense (Benefit) HTML 58K
(Details)
93: R80 Income Taxes - Effective Income Tax Reconciliation HTML 71K
(Details)
94: R81 Income Taxes - Additional Information (Details) HTML 60K
95: R82 Income Taxes - Deferred Tax Asset (Details) HTML 67K
96: R83 Fair Value Disclosures - Schedule of Assets and HTML 101K
Liabilities Measured At Fair Value (Details)
97: R84 Fair Value Disclosures - Level 3 Fair Value Assets HTML 58K
Measured on a Recurring Basis (Details)
98: R85 Fair Value Disclosures - Narrative (Details) HTML 54K
99: R86 Fair Value Disclosures - Summary of the Carrying HTML 101K
Amounts and Estimated Fair Values of Financial
Instruments (Details)
100: R87 Derivative Financial Instruments - Schedule of HTML 95K
Derivative Instruments (Details)
101: R88 Derivative Financial Instruments Derivative HTML 64K
Financial Instruments - Narrative (Details)
102: R89 Accumulated Other Comprehensive Income (Details) HTML 68K
103: R90 Related Party Transactions (Details) HTML 31K
104: R91 Parent Company Only - Balance Sheet (Details) HTML 104K
105: R92 Parent Company Only - Statement of Earnings HTML 100K
(Details)
106: R93 Parent Company Only - Statement of Cash Flows HTML 103K
(Details)
108: XML IDEA XML File -- Filing Summary XML 203K
111: XML XBRL Instance -- tcbi-20231231_htm XML 4.63M
107: EXCEL IDEA Workbook of Financial Report Info XLSX 246K
10: EX-101.CAL XBRL Calculations -- tcbi-20231231_cal XML 420K
11: EX-101.DEF XBRL Definitions -- tcbi-20231231_def XML 1.10M
12: EX-101.LAB XBRL Labels -- tcbi-20231231_lab XML 2.69M
13: EX-101.PRE XBRL Presentations -- tcbi-20231231_pre XML 1.67M
9: EX-101.SCH XBRL Schema -- tcbi-20231231 XSD 246K
109: JSON XBRL Instance as JSON Data -- MetaLinks 725± 1.14M
110: ZIP XBRL Zipped Folder -- 0001077428-24-000040-xbrl Zip 762K
‘EX-97.1’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of Texas Capital Bancshares, Inc., including its affiliates, (the “Company”) determines that it is in the best interests of the Company to adopt this Recoupment aka “Claw back” Policy (“Policy”) to
allow the Company to recoup, or cancel, Incentive Awards (as defined below) paid or awarded to certain Specified Individuals (as defined below) in the event of the occurrence of one or more Recoupment Events (defined below). The Policy is effective with respect to Incentive Awards granted based on performance for the fiscal years beginning on or after 2016.
Incentive Awards. For purposes of this Policy, Incentive Awards includes the following items payable or awarded by the Company or a subsidiary to a Specified Individual (defined below):
(a)any payment that is in addition to any wage payments for services
performed at a regular hourly, daily, weekly, monthly or similar periodic rate; or
(b)any cash compensation paid under a Company incentive compensation plan or arrangement that is calculated by reference to measures of specific, objective Company financial performance exclusive of base pay; or
(c)any stock, stock option, or other equity-based compensation (including, but not limited to, restricted stock units, performance share units or stock appreciation rights), whether or not vested or restricted, exclusive of base pay, and the proceeds received upon the sale of shares underlying such awards.
Specified Individuals. For purposes of this Policy, “Specified Individual(s)” mean the following
two (2) groups of employees:
(a)the following employees who are collectively referred to as the “Key Covered Employees:”
1.Chief Executive Officer
2.President
3.Executive Officers1 and former Executive Officers (to the extent required)
4.Key Employees
5.Executive Vice Presidents
(b)All other senior employees as defined by the
Company who receive, received or qualify for Incentive Awards.
Administration. This Policy will be administered by the Board’s Compensation and Human Capital Committee (the “Committee”), subject to the review and approval of the Board. Subject to applicable SEC rules and listing standards, the Committee has express discretionary authority to interpret and construe this Policy and to make all determinations with respect to this Policy, in its sole discretion, as referenced and in accordance with its charter. All interpretations, constructions and determinations made by the Committee under this Policy are final and binding on all parties.
1 As defined in SEC Exchange Act Rule 10D-1(d).
Recoupment.
To the extent permitted or required by applicable law or listing standards, the Board or as delegated to the Committee, requires that each of the Specified Individual(s) return to, or reimburse the Company for, all, or a portion, of any Incentive Award, or that the Company recapture, recover, cancel or forfeit all, or a portion of, an award (whether or not vested or paid-out), in each case, as determined by the Committee, based on the occurrence of any of the following Recoupment Events (defined below):
(a)the Company is required to prepare a financial restatement due in part or in whole to gross negligence, intentional
misconduct or fraud by an employee or former employee. In this scenario, the Committee may, in its sole discretion, to the extent permitted by law, and irrespective of the terms of the Company’s benefit plans, policies and agreements unless there is specific language to the contrary, and to the extent it determined in its sole judgment that it is in the best interests of the Company to do so, require reimbursement, return, repayment or cancelation of a portion or all of any Incentive Awards paid to Specified Individuals if (1) the amount or vesting of the Incentive Award was calculated based upon, or contingent on, the achievement of financial or operating results that were the subject of or affected by the restatement; and (2) the amount or vesting of the Incentive Award would have been less had
the financial statements been correct.
(b)the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.2 In this scenario, the Company will recover
the amount in excess of the Incentive Award that would have been payable under the Company’s restated financial statements, or such other amount that would have been required under the Dodd-Frank Act or any other applicable law or listing standard.
(c)the Company suffers extraordinary financial loss, reputational damage or similar adverse impact resulting of or from actions taken or decisions made by the employee including but not limited to circumstances constituting illegal or intentionally wrongful conduct, gross negligence, serious misconduct, or seriously poor judgment.
(d)an erroneous calculation
of or in the assessment of the Incentive Awards.
(e) an act or omission by a Specified Individual (i) that constitutes a violation of the Company’s Code of Business Conduct or any other Company Policy applicable to such Specified Individual, or (ii) related to the Specified Individual’s employment by the Company that could result in the Specified Individual or the Company being held criminally or civilly liable, or (iii) at any time during, or following termination of, a Specified Person’s employment with the Company, by which the
Specified Individual breaks or states an intention to break the promises made in any non-competition, non-solicitation, confidential information or similar restrictive covenants with or in favor of the Company.
2 See Appendix A.
The Company
may recoup Incentive Awards from a Specified Individual during the four-year period preceding the date of the Recoupment Event.
Except as limited by law, the Committee will determine the amount of any reimbursement to be made to the Company from any Incentive Award granted or paid to a Specified Individual based upon its assessment of the Recoupment Events. In each such instance, the reimbursement will be made by the Specified Individual within 30 days after the Company provides written notice to the Specified Individual(s) of the reimbursement requirement on a pre- tax basis (or such other period as the Committee determines). The recoupment (including if the Specified Individual fails to timely pay, or pay in its entirety; and
without prejudice to any other remedies the Committee may have), may be effectuated through the reduction or forfeiture of awards, cancellation of the awards in their entirety, the return of paid-out cash or exercised or released shares (or the proceeds of the sale of any such shares), adjustments to future incentive compensation opportunities, any future bonus payment which would have otherwise been payable, any salary payments or other renumeration which are due or would otherwise have been payable, or in such other manner as the Company in its discretion determines to be appropriate, in each case, to the extent permitted or required under applicable law or listing standard.
Each recoupment (or the lack of a recoupment following a restatement) shall be disclosed in accordance with applicable SEC rules
and listing standards.
General Rights. This Policy does not limit the rights of the Company to take any other actions or pursue other remedies that the Committee or Board may deem necessary or appropriate under the circumstances and/or under applicable law, including, without limitation, Section 304 of Sarbanes Oxley Act of 2002 or the Dodd-Frank Act or applicable listing standards. Subsequent changes in employment status, including retirement or termination of employment, will not affect the Company’s ability to recoup any compensation payable to Specified Individuals pursuant to this Policy, subject to the requirements of applicable law.
This
Recoupment Policy may be amended from time to time by the Board or the Compensation and Human Capital Committee.
Adopted , 2023
APPENDIX A
The following are examples of changes to financial statements that would not trigger a recoupment:
•Out-of-period adjustment (i.e., where the correction
of an error is recorded in the current period financial statements, and the error is immaterial to the previously issued financial statements and correction of the error is also immaterial to current period financial statements)
•Retrospective application of a change in accounting principle
•Retrospective revision to reportable segment information due to a change in the company’s internal organizational structure
•Retrospective reclassification due to a discontinued operation
•Retrospective application of a change in reporting entity
•Retrospective
revision for stock splits, reverse stock splits, stock dividends, or other changes in capital structure
