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Item 9A. Controls and Procedures

2022-02-09 compared with 2021-02-09 · 38 added, 40 removed, 146 unchanged (35% of the section changed)

12 unchanged sentences

The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, is included in this Item under the heading “Report of Independent Registered Public Accounting Firm.”

Report of Ernst & Young LLP, Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Texas Capital Bancshares, Inc.

22 unchanged sentences

OTHER INFORMATION

As previously reported, Julie L.

Anderson ceased serving as Chief Financial Officer of the Company and the Bank effective December 31, 2021.

On February 4, 2022, we entered into a Transition Agreement with Ms.

Anderson, whereby she agrees to assist with the transition of executive duties and responsibilities to her successor during the period commencing on January 1, 2022 and ending on March 31, 2022 (the “Separation Date”).

Pursuant to the Transition Agreement, and provided that Ms.

Anderson fulfills the conditions listed below, through the Separation Date she will continue to receive her base salary and other benefits as in effect at the end of 2021, as well as (i) a cash payment equal to no less than $1,106,000.00 payable in one lump sum on April 1, 2022, (ii) a lump sum payment equal to 18 months COBRA coverage, (iii) continued vesting of certain performance-based restricted stock units, as set forth in Exhibit A of the Transition Agreement, as if she had remained actively employed during the entire performance period applicable to each such award, subject to the achievement of the applicable performance conditions, (iv) continued vesting of certain restricted stock units, as set forth in Exhibit A of the Transition Agreement, in accordance with their terms, which will be converted into shares at the same time and subject to the same terms as would have applied if she had remained employed during the entire vesting period that applies to each such award.

Anderson’s receipt of the foregoing consideration is conditioned upon compliance with the Transition Agreement and the Surviving Provisions therein, and provided that she does not revoke the Transition Agreement, and provided that she executes the Form of Waiver and Release of Claims (included as Exhibit B of the Transition Agreement), which contains a general release of claims by Ms.

Anderson against the Company, and not revoking such release within the applicable revocation period.

The foregoing description of the Transition Agreement does not purport to be complete and is subject, and qualified in its entirety by reference to, the full text of the Transition Agreement, which is filed as Exhibit 10.12 to this Annual Report on Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

14 unchanged sentences

Independent Registered Public Accounting Firm’s Report of Ernst & Young LLP

2.1 Agreement and Plan of Merger, dated December 9, 2019, by and between Texas Capital Bancshares, Inc.

and Independent Bank Group, Inc., incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed December 13, 2019

2.2 Mutual Termination Agreement dated as of May 22, 2020, between Texas Capital Bancshares, Inc.

and Independent Bank Group, Inc.

which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020

3.1 Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our registration statement on Form 10 dated August 24, 2000

3.2 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.2 to our registration statement on Form 10 dated August 24, 2000

3.3 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.3 to our registration statement on Form 10 dated August 24, 2000

3.4 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.4 to our registration statement on Form 10 dated August 24, 2000

3.1 Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our R egistration S tatement on Form 10 dated August 24, 2000

3.2 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.2 to our R egistration S tatement on Form 10 dated August 24, 2000

3.3 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.3 to our R egistration S tatement on Form 10 dated August 24, 2000

3.4 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.4 to our R egistration S tatement on Form 10 dated August 24, 2000

3.5 Certificate of Amendment of Certificate of Incorporation, which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 30, 2008

3.6 Amend ed and Restated Bylaws of Texas Capital Bancshares, Inc.

3.6 Amended and Restated Bylaws of Texas Capital Bancshares, Inc.

which is incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q dated October 22, 2020

3.7 Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.1 to our Current Report on form 8-K dated March 28, 2013

3.8 Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current R eport on Form 8-K dated March 28, 2013

4.1 Description of our common stock and 6.5% Non-Cumulative Perpetual Preferred Stock, Series A, which are registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K dated February 12, 2020

3.7 Certificate of Designation of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.1 to our Current Report on F orm 8-K dated March 28, 2013

3.8 Certificate of Designation of 5.75% Non-Cumulative Perpetual Preferred Stock, Series B, which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated March 3, 2021

3.9 Form of Preferred Stock Certificate for 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 28, 2013

4.1 Description of our C ommon S tock and 6.5% Non-Cumulative Perpetual Preferred Stock, Series A, which are registered pursuant to Section 12 of the Securities Exchange Act of 1934 and is incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K dated February 12, 2020

4.2 Placement Agreement by and between Texas Capital Bancshares Statutory Trust I and SunTrust Capital Markets, Inc., which is incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated December 4, 2002

4 unchanged sentences

Hultgren, dated November 19, 2002 which is incorporated by reference to Exhibit 3.3 to our Current Report on Form 8- K dated December 4, 2002

4.5 Indenture dated November 19, 2002 which is incorporated by reference to our Current Report on Form 8-K dated December 4, 2002

4.5 Indenture dated November 19, 2002 which is incorporated by reference to Ex hibit 4.1 to our Current Report on Form 8-K dated December 4, 2002

4.6 Guarantee Agreement between Texas Capital Bancshares, Inc.

and State Street Bank and Trust of Connecticut, National Association dated November 19, 2002, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 4, 2002

4.7 Placement Agreement by and among Texas Capital Bancshares, Inc., Texas Capital Statutory Trust II and Sandler O’Neill & Partners, L.P., which is incorporated by reference to Exhibit 1.1 to our Current Report Form 8-K dated June 11, 2003

4.8 Certificate of Trust of Texas Capital Statutory Trust II, which is incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K dated June 11, 2003

26 unchanged sentences

4.23 Form of Global 5.25% Subordinated Note due 2026, which is incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated January 31, 2014.

10.1 Amended and Restated Executive Employment Agreement between C.

Keith Cargill and Texas Capital Bancshares, Inc.

dated December 18, 2014, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 18, 2014+

10.2 Letter Agreement dated as of May 25, 2020, between C.

Keith Cargill and Texas Capital Banchares, Inc.

which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 26, 2020

10.3 Letter Agreement, dated as of October 25, 2020, between Texas Capital Bancshares, Inc.

4.24 First Supplemental Indenture, dated May 6, 2021, between the Company and the Trustee, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 6, 2021.

4.25 Note Purchase Agreement, dated as of March 9, 2021, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated March 9, 2021.

4.26 Deposit Agreement, dated March 3, 2021, among the Company, Computershare, Inc.

and Computershare Trust Company, N.A., acting jointly as depositary, and the holders from time to time of the depositary receipts described therein, which is incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, dated March 3, 2021

10.1 Executive Employment Agreement, dated as of October 25, 2020, between Texas Capital Bancshares, Inc.

and Robert C.

Holmes, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated October 27, 2020+

10.4 Form of Amended and Restated Executive Employment Agreement for executive officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated December 18, 2014+

10.2 Form of Indemnity Agreement for directors and officers of Texas Capital Bancshares, Inc., which is incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K dated February 21, 2014+

1 unchanged sentence

and Julie Anderson, which is incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 1, 2017+

10.7 Retirement Transition and Award Agreement effective August 14, 2018 between Texas Capital Bancshares, Inc.

and John Hudgens, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated August 6, 2018+

10.8 Retirement Transition effective July 29, 2019 between Texas Capital Bancshares, Inc.

and Vince Ackerson, which is incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 29, 2019+

10.9 Form of Executive Employment Agreement for executive officers of Texas Capital Bancshares, Inc.

, which is incorporated by reference to Exhibit 10.7 to our Annual Re port on Form 10-K dated February 12, 2020 +

10.4 Texas Capital Bancshares, Inc.

Amended and Restated 2006 Employee Stock Purchase Plan*

10.11 Texas Capital Bancshares, Inc.

2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A dated April 8, 2010+

Amended and Restated 2006 Employee Stock Purchase Plan , which is incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K dated February 9, 2021 +

10.5 Texas Capital Bancshares, Inc.

1 unchanged sentence

10.6 Third Amended and Restated Texas Capital Bancshares, Inc.

Nonqualified Deferred Compensation Plan*

Nonqualified Deferred Compensation Plan , which is incorporated by reference to Exhibit 10.13 to our Annual Report on form 10-K dated February 9, 2021 +

10.7 Texas Capital Bancshares, Inc.

2 unchanged sentences

2010 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K dated February 21, 2014+

10.16 Special Retention Restricted Stock Unit Award Agreement between Julie Anderson and Texas Capital Bancshares, Inc.

dated May 17, 2016, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated July 21, 2016+

10.9 Form of 2018 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2 unchanged sentences

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated April 18, 2019+

10.19 Form of 2018 Restricted Stock Unit Award Agreement for Non-Employee Directors pursuant to the Texas Capital Bancshares, Inc.

Amended and Restated 2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q dated April 19, 2018+

10.11 Form of 2020 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan, which is incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q dated April 18, 2019+

2015 Long-Term Incentive Plan , which is incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K dated February 9, 2021 +

10.12 Form of 2021 Performance Award Agreement for Executive Officers pursuant to the Texas Capital Bancshares, Inc.

2015 Long-Term Incentive Plan+*

10.13 Transition Agreement, dated as of February 4, 2022, between Texas Capital Bancshares, Inc.

10.14 Key Executive Severance Policy+*

10.15 Key Executive Change-i n-Control Severance Policy +*

21 Subsidiaries of the Registrant*

10 unchanged sentences

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

* Filed herewith

7 unchanged sentences

Chairman of the Board and Director

February 9, 2021 /S/ JULIE L.

February 9, 2022 /S/ J.

MATTHEW SCURLOCK

Matthew Scurlock

Chief Financial Officer

4 unchanged sentences

(principal accounting officer)

February 9, 2022 /S/ PAOLA ARBOUR

February 9, 2022 /S/ JONATHAN E.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures