false0001077428TEXAS CAPITAL BANCSHARES INC/TX 0001077428 2020-05-25 2020-05-25 0001077428 us-gaap:CommonStockMember 2020-05-25 2020-05-25 0001077428 us-gaap:SeriesAPreferredStockMember 2020-05-25 2020-05-25
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2020
 
TEXAS CAPITAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-34657
75-2679109
(State or other jurisdiction of
incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification Number)
2000 McKinney Avenue, Suite 700, Dallas, Texas, U.S.A.
(Address of principal executive offices)
75201
(Zip Code)
Registrant's telephone number, including area code: (214) 932-6600
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
TCBI
 
Nasdaq Stock Market
6.50% Non-Cumulative Perpetual Preferred Stock Series A, par value $0.01 per share
 
TCBIP
 
Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 



Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 26, 2020, Texas Capital Bancshares, Inc. (the “Company”) announced that, effective May 25, 2020, the Board of Directors of the Company (the “Board”) has appointed Larry L. Helm as Executive Chairman of the Board and Chief Executive Officer and President of the Company, and has appointed James H. Browning as Lead Director of the Board. The Company also announced that, effective May 25, 2020, C. Keith Cargill has ceased serving as a director of the Board and President and Chief Executive Officer of the Company and will become Vice Chairman of the Company until January 1, 2021 (such period, the “Transition Period”). The Board of Directors (the “Bank Board”) of Texas Capital Bank, N.A. (the “Bank”), a wholly-owned subsidiary of the Company, has approved corresponding changes to the leadership of the Bank and the Bank Board.

Biographical Information

Mr. Helm, age 72, has served as a director since January 2006 and was elected Chairman of the Board in May 2012. He currently serves as a Senior Advisor for Accelerate Resources, LLC, a company engaged in the acquisition of non-operated oil and natural gas properties and mineral interests located in the Permian Basin and other areas, a position he has held since August 2017. Prior to joining Accelerate Resources, he served as the Executive Vice President of Corporate Affairs at Halcón Resources from January 2013 to March 2016. Before Halcón Resources, he served as Executive Vice President, Finance and Administration, for Petrohawk Energy Corporation from June 2004 until its sale to BHP Billiton in July 2011. He served as Vice President-Transition with BHP Billiton prior to joining Halcón Resources in 2012. Prior to joining Petrohawk, Mr. Helm spent 14 years with Bank One, most notably as Chairman and Chief Executive Officer of Bank One Dallas and head of U.S. Middle Market Banking.

Mr. Browning, age 71, has served as a director since October 2009. He retired in 2009 as a partner at KPMG LLP, an international accounting firm, in Houston where he served companies in the energy, construction, manufacturing, distribution and commercial industries. He began his career at KPMG in 1971, becoming a partner in 1980. He most recently served as KPMG’s Southwest Area Professional Practice Partner, and also served as an SEC Reviewing Partner and as Partner in Charge of the New Orleans audit practice. He currently serves as Chairman of the Board and member of the Audit Committee of RigNet Inc., a global technology company providing customized communications services, applications, real-time machine learning and cybersecurity solutions to enhance customer decision-making and business performance. He also currently serves as a director of Herc Holdings, Inc., a New York Stock Exchange listed full-service equipment rental company, where he chairs the Audit Committee and is a member of the Finance Committee.

Mr. Cargill, age 67, has served as President and Chief Executive Officer of the Company and as a member of the Board since January 1, 2014. He has served as Chief Executive Officer of the Bank since June 2013, after becoming President of the Bank in October 2008. He served as Chief Lending Officer of the Bank since its inception in December 1998 through July 2013. Mr. Cargill has more than 25 years of banking experience in the North Texas area.

Offer Letter for Mr. Helm

On May 25, 2020, the Company delivered an offer letter to Mr. Helm (the “Offer Letter”), establishing his compensation as Executive Chairman of the Board and the Bank Board and Chief Executive Officer and President of the Company and the Bank. Under the Offer Letter, Mr. Helm’s compensation will consist of an annual salary of $1,000,000. Mr. Helm has declined to participate in any of the Company’s annual incentive plans and has agreed not to receive an annual bonus target, but the Board may consider awarding Mr. Helm a cash incentive or incentives from time to time based on his performance and such other factors as determined by the Board in its discretion. Mr. Helm has also declined to participate in equity-based incentives that the Company may grant to its other senior executives, but he will continue to receive equity grants consistent with those of the



Company’s non-employee directors. During his term as Chief Executive Officer and President, Mr. Helm will be eligible to participate in all benefit plans and perquisite programs that the Company provides to other executive officers. Mr. Helm has also declined to accept severance in connection with his contemplated transition to Chairman of the Board and the Bank Board at the time the Company appoints a successor Chief Executive Officer.

Transition Letter Agreement with Mr. Cargill

On May 25, 2020, the Company entered into a transition letter agreement with Mr. Cargill (the “Transition Agreement”), establishing his compensation as Vice Chairman of the Company. Under the Transition Agreement, during the Transition Period, Mr. Cargill’s compensation as Vice Chairman will include continuation of his current rate of annual base salary, a bonus of $589,375 in connection with his commencement as Vice Chairman (the “Commencement Bonus”), eligibility for an annual incentive bonus for fiscal year 2020 (of at least $1,000,000, reduced by the amount of the Commencement Bonus), and a 2020 long-term incentive award in the form of restricted stock units with a grant date value of $2,300,000 (the “2020 Equity Award”).

The Transition Agreement provides that, in lieu of the severance benefits that Mr. Cargill would otherwise be entitled to receive under his current employment agreement with the Company, upon his separation from the Company following the end of the Transition Period (or in the event the Company terminates Mr. Cargill’s employment without cause prior to the end of the Transition Period), Mr. Cargill will be entitled to the following benefits: (1) continued eligibility for the 2020 annual incentive bonus described above and base salary through the Transition Period, (2) cash severance payments equal to 1.5 times the sum of his base salary and average bonus, and (3) continued vesting of his outstanding Company equity or equity-based awards (including the 2020 Equity Award) in accordance with their terms (including any applicable performance conditions).

The Transition Agreement further provides that Mr. Cargill will continue to be subject to the restrictive covenants set forth in his current employment agreement, except that he will be subject to non-competition and non-solicitation restrictive covenants for a period of eighteen months, instead of one year, following termination of employment with the Company.

The foregoing summary is qualified in its entirety by reference to the Transition Agreement, which is attached as Exhibit 10.1 to this current report on Form 8-K and which is incorporated by reference into this Item 5.02.

Item 8.01.
Other Events.
On May 26, 2020, the Company issued a press release announcing executive leadership change, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.



Item 9.01.
Financial Statements and Exhibits.

(d)
Exhibits
10.1

99.1

Forward Looking Statements

This communication may be deemed to include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Texas Capital Bancshares, Inc. (“TCBI”). These statements are not historical in nature and can generally be identified by such words as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “forecast,” “could,” “projects,” “intend” and similar expressions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. A number of factors, many of which are beyond our control, could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the credit quality of our loan portfolio, general economic conditions in the United States and in our markets, including the continued impact on our customers from volatility in oil and gas prices, the material risks and uncertainties for the U.S. and world economies, and for our business, resulting from the COVID-19 pandemic, expectations regarding rates of default and loan losses, volatility in the mortgage industry, our business strategies, and our expectations about future financial performance, future growth and earnings, the appropriateness of our allowance for loan losses and provision for credit losses, the impact of changing regulatory requirements and legislative changes on our business, increased competition, interest rate risk, new lines of business, new product or service offerings and new technologies. These and other factors that could cause results to differ materially from those described in the forward-looking statements, as well as a discussion of the risks and uncertainties that may affect our business, can be found in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in other filings we make with the Securities and Exchange Commission. The information contained in this communication speaks only as of its date. Except to the extent required by applicable law or regulation, TCBI disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.



SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:
May 26, 2020
TEXAS CAPITAL BANCSHARES, INC.
 
 
 
 
 
 
 
 
 
By:
 
/s/ Julie Anderson
 
 
 
 
 
Julie Anderson
Chief Financial Officer



Exhibit 10.1
Execution Version




May 25, 2020

Mr. C. Keith Cargill        
At the address on file with the Company
Dear Keith:
This letter (this “Letter Agreement”) memorializes our recent discussions regarding your transition to Vice Chairman of Texas Capital Bancshares, Inc. (together with its affiliates, the “Company”) and subsequent retirement. All capitalized terms that are not defined in this Letter Agreement are used with the meanings assigned in the Amended and Restated Executive Employment Agreement, dated December 18, 2014, by and between you and the Company (your “Employment Agreement”).

1.
Service as Vice Chairman
(a)Transition Period. As of the date of this Letter Agreement, you assume the position of Vice Chairman of the Company and will serve in that role until January 1, 2021 (the “Transition Period”) unless earlier terminated in accordance with this Letter Agreement. The form of the press release announcing your transition to Vice Chairman has been mutually agreed by you and the Company.
(b)Duties. As Vice Chairman, you shall report directly to the Chief Executive Officer of the Company (the “CEO”) and provide services commensurate with your status as reasonably requested by the CEO with respect to the business of the Company. In particular you shall be available for consultation with the CEO on a reasonable basis, with the intention that you may engage remotely in services or activities that may reasonably be performed remotely and that such services are consistent with your separate personal and business pursuits. It is the expectations that you will provide at least forty (40) hours of services per month. 
(c)Prior Positions and Responsibilities. As of the date of this letter, you resign from your role as President and Chief Executive Officer and from any other role you have as a director, officer or employee of the Company (including as a member of the Board of Directors of Texas Capital Bancshares, Inc. and Texas Capital Bank, N.A.), except for your position as Vice Chairman under this Letter Agreement. You agree that your transition to Vice Chairman and resignation from the positions provided for in this Section 1 do not constitute Good Reason.
2.
Compensation
(a)Base Salary; Benefits and Perquisites. Through January 1, 2021, you shall continue to be paid your annual base salary at the current rate of $1,025,000 and shall continue to be eligible for benefits and perquisites in accordance with the terms of your Employment Agreement.
(b)Annual Bonus. You will be eligible to receive an annual incentive bonus for fiscal year 2020 in accordance with your Employment Agreement (“2020 Annual Incentive”). The 2020 Annual Incentive will be no less than $1,000,000 and will be subject to Sections 3 and 4 of this Letter Agreement; provided, however that the amount of your 2020 Annual Incentive will be reduced by the amount of the Commencement Bonus (as defined below).




(c)Equity Compensation. Effective as of May 26, 2020 (the “Grant Date”), the Company will grant you a number of Restricted Stock Units (as defined in the Texas Capital Bancshares, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “Plan”)) equal to $2,300,000 divided by the May 26, 2020 closing price of a share of Common Stock (as defined in the Plan), rounded up to the next whole unit (the “2020 Equity Award”). The 2020 Equity Award will vest on the third anniversary of the Grant Date, will be subject to the terms of the Plan and the applicable award agreement, which award agreement will have terms and conditions consistent with the terms and conditions applicable to “Time-Based Units” as set forth in the award agreement filed as Exhibit 10.1 of the Company’s Form 10-Q, dated April 19, 2019, and will be subject to Sections 3 and 4 of this Letter Agreement.
(d)Commencement Bonus. As soon as practicable following your commencement as Vice Chairman but in no event more than thirty (30) days thereafter, the Company will pay you a commencement bonus in the amount of $589,375 (the “Commencement Bonus”).
3.
Separation
(a)Separation Date. As of January 1, 2021 (the “Separation Date”), your service as an officer and employee of the Company shall cease. You agree that no further action is required by you or any of the preceding to make the transitions and resignations provided for in this Section 3 effective, but you nonetheless agree to execute any documentation the Company reasonably requests at the time to confirm it and to not reassume any such service or position without the written consent of the Company.
(b)Separation Payments. In lieu of all compensation and benefits to which you otherwise would be entitled under your Employment Agreement on your separation from the Company and subject to Section 3(c) of this Letter Agreement, if you separate employment in accordance with Sections 3(a) or 4(a) of this Letter Agreement, (1) you shall be eligible for an incentive bonus as provided for in Section 2(b) of this Letter Agreement, (2) you shall receive cash payments equal to sum of 1.5 times your current base salary and 1.5 times your average bonus for 2018 and 2019 (the “Severance Benefit”), with one-third of such Severance Benefit paid in a lump sum on the first payroll date in February 2021 and two-thirds of such Severance Benefit paid in equal monthly installments for a period of twelve months in accordance with the Company’s regular payroll practices, beginning on the first payroll date coinciding with or next following the date that is sixty days after the Separation Date (3) your outstanding Company equity or equity-based awards (including the 2020 Equity Award) shall continue to vest in accordance with their terms following the Separation Date as if your employment with the Company continued, remaining subject to the achievement of any applicable performance conditions and any other forfeiture conditions (but irrespective of any continued employment conditions).
(c)Release. Payment of any of the amounts described in Sections 2(b) and 3(b) of this Letter Agreement is conditioned your execution of a general release and waiver of claims in the form attached as Exhibit A relating to the period of your employment with the Company, within the twenty-one day period following the end of your employment, and such release not being revoked and becoming effective and enforceable in accordance with its terms.
(d)Non-contingent Entitlements. On any termination of your employment with the Company for any reason, you will be entitled to the amounts provided for in Section 8(a) of your Employment Agreement. These amounts are additive to amounts (if any) you may be contingently entitled to under Section 3(b) or Section 4 of this Letter Agreement.
(e)Shareholder Protection Provision. Section 8(e) of your Employment Agreement will continue to apply in the event that any event provided for therein occurs before your Separation Date.

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4.
Early Termination
(a)Termination without Cause, or in the event of death or permanent disability. If, during the Transition Period, your service under this Letter Agreement is terminated by the Company without Cause, or in the event of your death or permanent disability, the date of such termination, death, or declaration of permanent disability shall be treated as the Separation Date, yet such occurrence shall not affect the compensation to be provided to you (or your estate) under Sections 2 and 3 of this Letter Agreement (including any remaining 2020 annual base salary payments as set forth in Section 2(a)), subject to Section 3(c) of this Letter Agreement and your continued compliance with Section 5 of this Letter Agreement. For the avoidance of doubt, if there remain unvested equity-based awards at the time of your death (whether during the Transition Period or thereafter), all such unvested equity-based awards shall immediately become vested.
(b)Termination for Cause or Resignation. If, during the Transition Period, your service hereunder is terminated (1) by the Company for Cause or (2) by you for any reason, you shall not be entitled to any further compensation under this Letter Agreement (other than under Section 3(d)).
5.
Protective Covenants
(a)Generally. You shall continue to be subject to the Protective Covenants set forth under Section 6 and Section 10(c) of your Employment Agreement except that references to “a one-year period” in Sections 6(e) and “a period of one year” in Section 6(f) shall be extended and replaced with “an eighteen-month period.” As so modified, Sections 6 and 10(c) of your Employment are incorporated herein by reference and reaffirmed in all respects.
(b)Forfeiture for Breach of Covenants. Section 8(c) of your Employment Agreement will apply to any benefits to which you are entitled under Section 3(b) of this Letter Agreement, replacing references to the “Severance Period” with references to the “eighteen-month period following the Separation Date”.
(c)Trade Secrets; Whistleblower Rights. The Company hereby informs you that, notwithstanding any provision of this Letter Agreement or your Employment Agreement to the contrary, an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (1) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law, or (2) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. Further, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer’s trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order. In addition, notwithstanding anything in this Letter Agreement to the contrary, nothing in this Letter Agreement shall impair your rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit your right to receive an award for information provided to any government authority under such law or regulation.
6.
Miscellaneous
(a)Cooperation. Following the termination of your employment relationship with the Company, you agree to provide cooperation, at the reasonable request of the Company and without unreasonable interference as to your professional and personal pursuits, with the transitioning of your job duties and responsibilities and investigations or other legal, equitable or business matters or proceedings that involve any matters for which you worked on or had responsibility during your employment with the Company, up to five (5) hours per month.  For any such time spent assisting the Company pursuant to this Section 6(a) following the Separation Date, you shall be compensated at the rate of $1,000 per hour. 

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(b)Indemnification. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Indemnification Agreement, dated July 1, 2014, or any other indemnification agreement between you and the Company shall remain in full force and in effect and the parties’ obligations and duties thereunder are not in any way modified or superseded by this Letter Agreement. The Company agrees that it shall maintain a directors’ and officers’ liability insurance policy covering you in an amount, and on terms and conditions (including without limitation, with respect to scope, exclusions, sub-amounts and deductibles) no less favorable to you than the coverage that the Company provides to its other senior executives and directors from time to time.
(c)Governing Law; Amendment. This Letter Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles thereof. This Letter Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.
(d)Dispute Resolution. Any and all disputes that arise out of or relate to the provisions of this Letter Agreement or the alleged breach thereof (other than orders in aid or enforcement of arbitration awards and injunctive relief) shall be resolved by arbitration in accordance with the Federal Arbitration Act and in accordance with the Employment Arbitration Rules of the American Arbitration Association (the “AAA”) before a single arbitrator who shall be selected in accordance with the AAA rules. The arbitrator must have at least ten (10) years’ experience in employment matters. Arbitration shall be conducted in Dallas County, Texas. Judgment may be entered upon the final award of the arbitrator.
(e)Legal Fees. As soon as reasonably practicable following the date hereof, the Company will reimburse you for reasonable legal fees and expenses that you incur in connection with the negotiation and preparation of this Letter Agreement in an amount not to exceed $20,000.
(f)Section 409A. This Letter Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (including the applicable regulations thereunder) (“Section 409A”). To the extent that any provision in this Letter Agreement is ambiguous as to its compliance with Section 409A or to the extent any provision in this Letter Agreement must be modified to comply with Section 409A (including, without limitation, Treasury Regulation 1.409A-3(c)), such provision shall be read, or shall be modified (with the mutual consent of the parties, which consent shall not be unreasonably withheld), as the case may be, in such a manner so that all payments due under this Letter Agreement shall comply with Section 409A. For purposes of Section 409A, each payment made under this Letter Agreement shall be treated as a separate payment. In no event may you, directly or indirectly, designate the calendar year of payment. All reimbursements provided under this Letter Agreement shall be made or provided in accordance with Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during a shorter period of time specified in this Letter Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit. Notwithstanding any other provision of this Letter Agreement to the contrary, if you are considered a “specified employee” for purposes of Section 409A (as determined in accordance with the methodology established by the Company), any payment that constitutes nonqualified deferred compensation within the meaning of Section 409A that is otherwise due to you under this Letter Agreement during the six (6)-month period immediately following your separation from service on account of your separation from service shall instead be paid, with interest (based on the rate in effect for the month in which your separation from service occurs), on the first business day of the seventh (7th) month following your separation from service (the “Delayed Payment Date”), to the extent necessary to prevent the imposition of tax penalties on you under Section 409A. If you die during the postponement period, the amounts and entitlements delayed on account of

4



Section 409A shall be paid to the personal representative of your estate on the first to occur of the Delayed Payment Date or thirty (30) calendar days after the date of your death.
(g)Entire Agreement. This Letter Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements (including your Employment Agreement, except to the extent provisions of your Employment Agreement are specifically incorporated herein by reference), term sheets, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto in respect of such subject matter; provided, that the covenants set forth in Section 5 of this Letter Agreement shall be in addition to, and shall not supersede, any restrictive covenants to which you are otherwise subject under any other plan, agreement or arrangement of the Company and that the terms of your outstanding Company equity or equity-based awards shall continue as modified by this Letter Agreement.
(h)Withholding Taxes. The Company may withhold from any amounts or benefits payable under this Letter Agreement income taxes and payroll taxes that are required to be withheld pursuant to any applicable law or regulation.
(i)Survival. Upon the expiration or other termination of this Letter Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties hereunder.
(j)Counterparts. This Letter Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement.


[Signature Page Follows]




5




If this Letter Agreement correctly describes our understanding, please execute and deliver a counterpart of this signature page, which shall become a binding agreement on our receipt.
Sincerely,

TEXAS CAPITAL BANCSHARES, INC.

By:
/s/ Larry L. Helm    
Name:    Larry L. Helm
Title:     Chairman of the Board


Accepted and Agreed
I hereby agree with and accept the terms
and conditions of this Letter Agreement:


/s/ C. Keith Cargill    
Name: C. Keith Cargill
Date: May 25, 2020



[Signature Page to Letter Agreement]





Exhibit A
FORM OF RELEASE
THIS RELEASE (this “Release”) is entered into between C. Keith Cargill (“Executive”) and Texas Capital Bancshares, Inc. (the “Company”) for the benefit of the Company and its affiliates. The entering into and non-revocation of this Release is a condition to Executive’s right to receive certain payments and benefits under Section [3][4] of the Letter Agreement entered into by and between Executive and the Company, dated as of May ●, 2020 (the “Letter Agreement”). Capitalized terms used and not defined herein shall have the meaning provided in the Letter Agreement.

Accordingly, Executive and the Company agree as follows.

1.    General Release and Waiver of Claims. In consideration for the payments and other benefits provided to Executive by the Letter Agreement, to which Executive is not otherwise entitled, and the sufficiency of which Executive acknowledges, Executive represents and agrees, as follows:

(a)    Mutual Release.

(i)     By Executive. Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively “Releasers”), hereby irrevocably and unconditionally releases, acquits and forever discharges and agrees not to sue the Company or any of its subsidiaries, divisions, affiliates and related entities and its current and former directors, officers, shareholders, trustees, employees, consultants, independent contractors, representatives, agents, servants, successors and assigns and all persons acting by, through or under or in concert with any of them (collectively “Releasees”), from any and all claims, rights and liabilities up to and including the date of this Release arising from or relating to Executive’s employment with, services to, or termination of employment from or provision of services to, the Company, under the Letter Agreement and from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of actions, suits, rights, demands, costs, losses, debts and expenses of any nature whatsoever, known or unknown, suspected or unsuspected and any claims of wrongful discharge, breach of contract, implied contract, promissory estoppel, defamation, slander, libel, tortious conduct, employment discrimination or claims under any federal, state or local employment statute, law, order or ordinance, including any rights or claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), or any other federal, state or municipal ordinance relating to discrimination in employment. Nothing contained herein shall restrict the parties’ rights to enforce the terms of this Release.

(ii)    By the Company. In consideration of the mutual promises contained in this Agreement, including Executive's release of claims and the Protective Covenants described in Section 5 of the Letter Agreement, which are in addition to anything of value to which the Company is already entitled, the Company, on behalf of itself and all of its parents, divisions, subsidiaries, affiliates, joint venture partners, partners, and related companies, and their present and former agents, executives, employees, officers, directors, attorneys, stockholders, plan fiduciaries, successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges, except as specified below, Executive and his heirs, executors, successors and assigns (the “Executive Released Parties”), from




any and all claims, demands, actions, causes of action, costs, fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which the Company has, had, or may have against the Executive Released Parties relating to or arising out of his employment, compensation and terms and conditions of employment, separation from employment, or retirement up through the Effective Date. This Release includes, without limitation, claims at law or equity or sounding in contract (express or implied) or tort, claims arising under any federal, state or local laws; or any other statutory or common law claims relating to or arising out of Executive's employment, compensation and terms and conditions of employment, separation from employment, or retirement for any period up to and including the Effective Date; provided, however, that, notwithstanding the foregoing, this Release specifically excludes any claims for fraud by Executive. The Company is not currently aware of any conduct, act or omission by Executive that could give rise to a claim that Executive has committed fraud.

(b)    Proceedings; Whistleblower Rights. To the maximum extent permitted by law, Executive agrees that he has not filed, nor will he ever file, a lawsuit asserting any claims that are released by this Release, or to accept any benefit from any lawsuit that might be filed by another person or government entity based in whole or in part on any event, act, or omission that is the subject of this Release. Notwithstanding the foregoing, nothing in this Release shall impair Executive’s rights under the whistleblower provisions of any applicable federal law or regulation or, for the avoidance of doubt, limit Executive’s right to receive an award for information provided to any government authority under such law or regulation.

(c)    Exclusions. This Release specifically excludes Executive’s rights and the Company’s obligations under Section [3][4] of the Letter Agreement. Excluded from this Release are: (i) any claims that cannot be waived by law; (ii) Executive’s rights to receive any payments or benefits under Section [3][4] of the Letter Agreement; (iii) Executive’s rights to any equity or equity-based awards of the Company, or payments in respect thereof, (iv) any rights Executive may have to receive vested amounts under any of the Company’s benefit plans and/or pension plans or programs; (v) Executive’s rights in and to any equity or ownership interest that Executive continues to hold following his termination of employment; (vi) Executive’s rights to medical benefit continuation coverage pursuant to federal law (COBRA); (vii) any rights or claims that the law does not allow to be released and/or waived by private agreement; (viii) any rights or claims that are based on events occurring after the date on which Executive signs this Release; or (ix) any claims to indemnification or insurance coverage, including but not limited to “D&O coverage”, that Executive may have with respect to any claims made or threatened against Executive in Executive’s capacity as a director, officer or employee of the Company or the Releasees. Nothing contained in this Release shall release Executive from his obligations, including any obligations to abide by the covenants set forth in Section 5 of the Letter Agreement and any other restrictive covenants applicable to Executive that continue or are to be performed following termination of employment.

(d)    EEOC Matters. The parties agree that this Release shall not affect the rights and responsibilities of the U.S. Equal Employment Opportunity Commission (the “EEOC”) to enforce ADEA and other laws. In addition, the parties agree that this Release shall not be used to justify interfering with Executive’s protected right to file a charge or participate in an investigation or proceeding conducted by the EEOC. The parties further agree that Executive knowingly and voluntarily waives all rights or claims (that arose prior to Executive’s execution of this Release) the Releasers may have against the Releasees, or any of them, to receive any benefit or remedial relief

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(including, but not limited to, reinstatement, back pay, front pay, damages, attorneys’ fees, experts’ fees) as a consequence of any investigation or proceeding conducted by the EEOC.

2.    Acknowledgements. Executive acknowledges that the Company has specifically advised him of the right to seek the advice of an attorney concerning the terms and conditions of this Release. Executive further acknowledges that he has been furnished with a copy of this Release, and he has been afforded twenty-one (21) days in which to consider the terms and conditions set forth above prior to this Release. By executing this Release, Executive affirmatively states that he has had sufficient and reasonable time to review this Release and to consult with an attorney concerning his legal rights prior to the final execution of this Release. Executive further agrees that he has carefully read this Release and fully understands its terms. Executive understands that he may revoke this Release within seven (7) days after signing this Release. Revocation of this Release must be made in writing and must be received by the Board of Directors of the Company, 2000 McKinney Avenue, Suite 700, Dallas Texas 75201 within the time period set forth above.

3.    Governing Law. This Release shall be governed by and construed in accordance with the laws of the state of Texas, without giving effect to any choice of law or conflicting provision or rule (whether of the state of Texas or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of Texas to be applied. In furtherance of the foregoing, the internal law of the state of Texas shall control the interpretation and construction of this Release, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply. The provisions of this Release are severable, and if any part or portion of it is found to be unenforceable, all other parts and provisions shall remain fully valid and enforceable.

4.    Effectiveness. This Release shall become effective and enforceable on the eighth day following its execution by Executive, provided that he does not exercise his right of revocation as described above. If Executive fails to sign and deliver this Release or revokes his signature, this Release shall be without force or effect, and Executive shall not be entitled to the payments and benefits of Section [3][4] of the Letter Agreement.


[Remainder of Page Intentionally Left Blank]

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EACH OF THE PARTIES ACKNOWLEDGES THAT THEY HAVE READ THIS RELEASE AND THAT THEY FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS, AND THAT EACH OF THEM HEREBY EXECUTES THE SAME AND MAKES THIS RELEASE AND THE RELEASE PROVIDED FOR HEREIN VOLUNTARILY AND OF THEIR OWN FREE WILL.
TEXAS CAPITAL BANCSHARES                EXECUTIVE
By:    ____________________________            ____________________________    Name:                            C. Keith Cargill
Title:                            
Date:                            Date: _______________________


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Exhibit 99.1
TCBILOGOA88.JPG
FOR IMMEDIATE RELEASE
INVESTOR CONTACT
Julie Anderson, 214.932.6773
julie.anderson@texascapitalbank.com
MEDIA CONTACT
Shannon Wherry, 469.399.8527
shannon.wherry@texascapitalbank.com

Texas Capital Bancshares, Inc. Announces Executive Leadership Change

C. Keith Cargill Steps Down as President and Chief Executive Officer

Larry L. Helm to Serve as Executive Chair, CEO and President Until a Permanent Successor Is Named

DALLAS - May 26, 2020 - Texas Capital Bank, N.A., and its parent company Texas Capital Bancshares, Inc. (NASDAQ: TCBI), collectively referred to herein as “Texas Capital,” today announced that C. Keith Cargill has stepped down as President and Chief Executive Officer and a member of the Board of Directors of both companies, effective immediately. Larry L. Helm, who has served as Chairman of the Texas Capital Bancshares Board since 2012, will serve as Executive Chair, CEO and President of both companies until a permanent successor has been named. Mr. Cargill will serve as Vice Chairman of both companies through the end of 2020 to help support a smooth transition. In addition, James H. Browning, an independent director and member of the Texas Capital Bancshares Board since 2009, has been appointed Lead Director.

Texas Capital Bancshares’ Board intends to conduct a search process to identify a permanent CEO and continues to be engaged with Egon Zehnder, a leading executive search firm, as part of the Board’s robust and ongoing succession planning process.

Mr. Helm has served as a director of the Texas Capital Bancshares Board since 2006, contributing significant operational and financial expertise. He has extensive knowledge of Texas Capital’s strategy, operations and culture having worked closely with the Texas Capital management team. During his tenure, Mr. Helm has provided important oversight and counsel to support Texas Capital in driving shareholder value and growth as well as navigating challenging market environments. He brings more than 30 years of commercial banking experience, including management positions at Bank One Corporation, most notably as CEO Dallas Region and CEO U.S. Middle Market Banking. In addition, he brings substantial executive-level experience with publicly-traded companies, including Halcón Resources Corporation and Petrohawk Energy Corporation.

Elysia Ragusa, Chair of the Texas Capital Bancshares Governance and Nominating Committee, said, “As part of our focus on succession planning, the Board believes that it is the right time for a transition in leadership as the Company executes a strategy to achieve enhanced operational focus and profitable, long-term value creation. We are fortunate to have someone of Larry’s caliber and experience ready to assume the role of Executive Chair, CEO and President at this important juncture for the Company. Larry has worked closely with the entire management team over the last 14 years, gaining a deep understanding of the Company’s unique opportunities. We are confident that he is the right person to lead Texas Capital Bank until we have identified a permanent successor for the CEO role.”

Mr. Cargill said, “After much deliberation, the Board and I have decided that now is the right time for me to step down as President and CEO of Texas Capital Bancshares and Texas Capital Bank. It has been one of the greatest honors of my life to be one of the founders of this great company and serve as CEO alongside our exceptional management team and our talented colleagues. Our team has transformed Texas Capital Bank into one the most successful banks in the country that caters to entrepreneurs, business owners, private wealth clients and other loyal individuals.”

Mr. Helm said, “Under Keith’s leadership, the Texas Capital Bank team has built one of the best, fastest-growing business and private wealth banks in the United States. Through multiple cycles, the Company has achieved significant growth by fostering top talent and a culture of integrity, innovation and collaboration, earning and keeping the trust of our clients through exceptional service and meeting the needs of middle-market entrepreneurs. With this strong foundation in place, the team is well positioned to continue executing against the Company’s strategic priorities and generate returns for our clients and shareholders.”

“On behalf of the entire Board, I want to thank Keith for his contributions as CEO and as a founder of Texas Capital Bank,” said Mr. Helm. “I look forward to working with Keith and our leadership team to ensure a smooth transition for all our stakeholders,


particularly as we navigate the current impact presented by the global pandemic. We wish Keith the very best in his future endeavors.”

About Larry L. Helm

Larry Helm has served as Chairman of the Texas Capital Bancshares Board of Directors since 2012 and as a director since 2006. He currently serves as a Senior Advisor to Accelerate Resources, a company engaged in the development and production of oil and gas assets. From January 2013 to April 2016, he was Executive Vice President of Corporate Affairs for Halcón Resources Corporation, a company engaged in the exploration, development and production of oil and gas. Prior to Halcón Resources, Mr. Helm served as Chief Administrative Officer of Petrohawk Energy Corporation from 2004 until its sale to BHP Billiton in 2011. Mr. Helm served as Vice President Transition with BHP Billiton until his employment with Halcón Resources.

From January 1973 to January 2004, Mr. Helm was engaged in the commercial banking business including executive management positions with Bank One Corporation and others, most notably as CEO Dallas Region and CEO U.S. Middle Market Banking. Mr. Helm has substantial experience in middle market and energy lending.

Mr. Helm received an MBA in Banking and Finance from the University of North Texas and a BS in Business Administration from Trinity University in San Antonio, Texas.

About Texas Capital Bancshares, Inc.

Texas Capital Bancshares, Inc. (NASDAQ: TCBI), a member of the Russell 1000® Index and the S&P MidCap 400®, is the parent company of Texas Capital Bank, N.A., a commercial bank that delivers highly personalized financial services to businesses and entrepreneurs. Headquartered in Dallas, the bank has full-service locations in Austin, Dallas, Fort Worth, Houston and San Antonio.

Forward Looking Statements

This communication may be deemed to include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Texas Capital Bancshares, Inc. (“TCBI”). These statements are not historical in nature and can generally be identified by such words as “believe,” “expect,” “estimate,” “anticipate,” “plan,” “may,” “will,” “forecast,” “could,” “projects,” “intend” and similar expressions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. A number of factors, many of which are beyond our control, could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the credit quality of our loan portfolio, general economic conditions in the United States and in our markets, including the continued impact on our customers from volatility in oil and gas prices, the material risks and uncertainties for the U.S. and world economies, and for our business, resulting from the COVID-19 pandemic, expectations regarding rates of default and loan losses, volatility in the mortgage industry, our business strategies, and our expectations about future financial performance, future growth and earnings, the appropriateness of our allowance for loan losses and provision for credit losses, the impact of changing regulatory requirements and legislative changes on our business, increased competition, interest rate risk, new lines of business, new product or service offerings and new technologies. These and other factors that could cause results to differ materially from those described in the forward-looking statements, as well as a discussion of the risks and uncertainties that may affect our business, can be found in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and in other filings we make with the Securities and Exchange Commission. The information contained in this communication speaks only as of its date. Except to the extent required by applicable law or regulation, TCBI disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments.