THIRD COAST BANCSHARES INC (TCBX)
Sector: Financials
2026 Annual Meeting Analysis
THIRD COAST BANCSHARES INC · Meeting: May 21, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors (Class A and Class C)
Caraway has served as a director since 2013, but TCBX's 3-year price return of +183.8% outperforms the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +125.7 percentage points, which far exceeds the 65-point threshold required to trigger an against vote for strong positive TSR, so no TSR concern applies; no overboarding, attendance, or independence issues were identified.
Greenleaf joined the board in February 2026, less than 24 months ago, and is therefore exempt from the TSR trigger under policy; he brings relevant accounting (CPA), audit committee, and business experience that qualifies him for the role.
Scavuzzo has served since 2022, and TCBX's strong outperformance versus the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +125.7 percentage points over three years means the TSR trigger does not apply; he brings extensive community banking investment and governance experience and no overboarding or attendance issues were identified.
Stich joined as a director in 2025, less than 24 months ago, and is exempt from the TSR trigger; she brings substantial legal, regulatory, and corporate governance experience relevant to a growing community bank.
Wilkinson joined the board in February 2026, less than 24 months ago, and is therefore exempt from the TSR trigger; he brings over 36 years of financial services experience including founding and leading community banks, and CPA credentials that are well-suited to his role.
All five director nominees — four Class A (Caraway, Greenleaf, Scavuzzo, Stich) and one Class C (Wilkinson) — receive a FOR vote. TCBX has dramatically outperformed the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) over the past three years (+183.8% vs. QABA's +58.1%, a gap of +125.7 percentage points), well above the 65-point threshold for the strong-positive-TSR tier. Two nominees (Greenleaf and Wilkinson) joined in February 2026 and are exempt from TSR review as new directors. No overboarding, attendance deficiencies, independence conflicts, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Bart O. Caraway
Total Comp
$2,503,561
Prior Support
N/A
Note: This filing does not include a standalone Say on Pay (advisory vote on executive compensation) proposal — TCBX qualifies as an emerging growth company and is not required to hold one. The proxy's Proposal 2 is instead a request to approve an amended and restated equity incentive plan, which has been placed in other_proposals. For informational context on CEO compensation: Bart O. Caraway received total compensation of $2,503,561 for fiscal year 2025, including a base salary of $654,231, a discretionary cash bonus of $1,287,500, and stock awards of $385,457; the company's stock returned +183.8% over three years versus +58.1% for the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index), suggesting strong pay-for-performance alignment, though no formal Say on Pay vote is on this ballot.
Auditor Ratification
✓ FORAuditor
Whitley Penn LLP
Tenure
N/A
Audit Fees
$820,984
Non-Audit Fees
$465
Non-audit fees (tax fees of $465) represent less than 0.1% of audit fees ($820,984), far below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so no tenure trigger can fire under policy; no material financial restatements were identified; Whitley Penn LLP is a regional firm auditing a company with a market cap of approximately $677 million, which is below the $1 billion threshold requiring a Big 4 or large national firm, so auditor adequacy is not a concern.
Overall Assessment
The 2026 Third Coast Bancshares annual meeting includes five director nominees, an equity incentive plan amendment, and auditor ratification; all standard proposals receive a FOR vote. The company's exceptional three-year stock performance of +183.8% versus +58.1% for the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) — a gap of +125.7 percentage points — means no director TSR concerns arise, and the auditor fee structure is clean with non-audit fees representing a negligible fraction of total audit fees.