UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.   )  

 

 

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Check the appropriate box:

 

 

Preliminary Proxy Statement

 

 

 

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

 

 

 

Definitive Proxy Statement

 

 

 

 

Definitive Additional Materials

 

 

 

 

Soliciting Material under §240.14a-12

 

Spirit of Texas Bancshares, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

 

 

 

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Proposed maximum aggregate value of transaction:

 

 

 

 

 

 

 

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Fee paid previously with preliminary materials.

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

 

 

 

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Date Filed:

 

 

 

 

 

 


April 16, 2021

Dear Fellow Shareholder:

On behalf of our Board of Directors, I invite you to attend the 2021 annual meeting of shareholders to be held on Thursday, May 27, 2021, at 12:00 p.m., local time. The purposes of the meeting are set forth in the accompanying notice of 2021 annual meeting of shareholders and proxy statement.

In light of public health concerns regarding the ongoing COVID-19 pandemic, the annual meeting will be held in a virtual meeting format only. You will not be able to attend the annual meeting physically.

As described in the accompanying proxy materials, you are entitled to participate in the annual meeting if you were a shareholder as of the close of business on April 1, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. You are invited to attend and vote your shares at the annual meeting live via webcast. In order to attend the annual meeting, you must register at www.proxydocs.com/STXB. You will be asked to provide the control number located inside the shaded gray box on your Notice or proxy card as described in the Notice or proxy card. After the completion of your registration, further instructions, including a unique link to access the annual meeting, will be emailed to you.

Whether or not you plan to attend the annual meeting, it is important that your shares be represented. Please take a moment to complete, date, sign and return the enclosed proxy card as soon as possible, or use Internet or telephone voting according to the instructions on the proxy card. You may also attend and vote at the annual meeting live via webcast.

We appreciate your continued support of our company and look forward to seeing you at the 2021 annual meeting of shareholders.

 

 

 

Sincerely,

 

 

/s/ Dean O. Bass

 

 

Dean O. Bass

Chairman and Chief Executive Officer

 


1836 Spirit of Texas Way

Conroe, Texas 77301

(936) 521-1836

 

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

 

To the Shareholders of Spirit of Texas Bancshares, Inc.:

The 2021 annual meeting of shareholders (the “2021 annual meeting”) of Spirit of Texas Bancshares, Inc. (the “Company”) will be held on Thursday, May 27, 2021, at 12:00 p.m., local time, for the following purposes:

 

1.

to elect Allen C. Jones, IV, Akash J. Patel, H. D. Patel and Thomas C. Sooy to serve as Class II directors of the Company until the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal;

 

2.

to ratify the audit committee’s appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021; and

 

3.

to transact such other business as may properly come before the 2021 annual meeting or any adjournment or postponement thereof.

In light of public health concerns regarding the coronavirus outbreak, the 2021 annual meeting will be held in a virtual meeting format only. You will not be able to attend the 2021 annual meeting physically.

As described in the accompanying proxy materials, you are entitled to participate in the 2021 annual meeting if you were a shareholder as of the close of business on April 1, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. You are invited to attend and vote your shares at the annual meeting live via webcast. In order to attend the 2021 annual meeting, you must register at www.proxydocs.com/STXB. You will be asked to provide the control number located inside the shaded gray box on your Notice or proxy card as described in the Notice or proxy card. After completion of your registration, further instructions, including a unique link to access the annual meeting, will be emailed to you.

Only shareholders of record at the close of business on April 1, 2021, the record date, will be entitled to receive notice of and to vote at the 2021 annual meeting. For instructions on voting, please refer to the enclosed proxy card or voting information form. A shareholder of record may inspect the list of shareholders entitled to vote at the 2021 annual meeting at the main office of Spirit of Texas Bank, located at 1836 Spirit of Texas Way, Conroe, Texas 77301, for a period of ten days prior to the 2021 annual meeting. This list will also be available to shareholders during the 2021 annual meeting. Credentials for accessing and viewing the list will be provided to you after the completion of your registration to attend the 2021 annual meeting.

We are mailing a Notice of Internet Availability of Proxy Materials commencing on or about April 16, 2021 to all shareholders of record as of the record date. We will send you paper copies of the accompanying Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2020 upon request by following the instructions in our Notice of Internet Availability of Proxy Materials.

 

By Order of the Board of Directors,

Conroe, Texas

April 16, 2021

/s/ Jerry D. Golemon

Jerry D. Golemon

Secretary of the Board and Chief Operating Officer

 

 


 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 27, 2021

You may access this Notice and Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2020 and our form of proxy at https://www.proxydocs.com/STXB, which does not have “cookies” that identify visitors to the site. The Important Notice Regarding the Availability of Proxy Materials includes instructions for shareholders to request, at no charge, a printed copy of these materials. In addition, our Notice and Proxy Statement and Annual Report are available on our website at ir.sotb.com/shareholder-services/annual-meeting.

 



TABLE OF CONTENTS

 

 

 

Page

 

 

 

ABOUT THE 2021 ANNUAL MEETING

 

2

 

 

 

PROPOSAL 1 – ELECTION OF DIRECTORS

 

6

 

 

 

PROPOSAL 2 – RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

8

 

 

 

BOARD OF DIRECTORS AND COMMITTEE MATTERS

 

9

 

 

 

MANAGEMENT

 

18

 

 

 

EXECUTIVE COMPENSATION AND OTHER MATTERS

 

19

 

 

 

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

36

 

 

 

BENEFICIAL OWNERSHIP OF THE COMPANY’S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY

 

38

 

 

 

SHAREHOLDER PROPOSALS

 

41

 

 

 

OTHER MATTERS

 

41

 

 


 

1836 Spirit of Texas Way

Conroe, Texas 77301

(936) 521-1836

 

PROXY STATEMENT FOR

2021 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 27, 2021

 

Unless the context otherwise requires, references in this proxy statement to “we,” “us,” “our,” “our Company,” or “the Company” refer to Spirit of Texas Bancshares, Inc., a Texas corporation and registered bank holding company, and its consolidated subsidiaries as a whole; references to the “Bank” refer to Spirit of Texas Bank, SSB, a Texas state savings bank and wholly-owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of outstanding shares of our common stock, no par value per share (“common stock”).

This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors of the Company (the “board of directors”) for use at the 2021 annual meeting of shareholders of the Company to be held on Thursday, May 27, 2021 at 12:00 p.m., local time, and any adjournment or postponement thereof (the “2021 annual meeting”) for the purposes set forth in this proxy statement (this “proxy statement”) and the accompanying notice of 2021 annual meeting of shareholders (the “notice”). Our 2020 annual report to shareholders (the “2020 annual report”), which includes our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Form 10-K”), accompanies this proxy statement. Our 2020 annual report is not incorporated into this proxy statement and is not to be considered a part of this proxy statement or as soliciting material.

In light of public health concerns regarding the coronavirus outbreak, the 2021 annual meeting will be held in a virtual meeting format only. You will not be able to attend the 2021 annual meeting physically.

As described in the accompanying proxy materials, you are entitled to participate in the 2021 annual meeting if you were a shareholder as of the close of business on April 1, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. You are invited to attend and vote your shares at the 2021 annual meeting live via webcast. In order to attend the 2021 annual meeting, you must register at www.proxydocs.com/STXB. You will be asked to provide the control number located inside the shaded gray box on your Notice or proxy card as described in the Notice or proxy card. After completion of your registration, further instructions, including a unique link to access the 2021 annual meeting, will be emailed to you.

This proxy statement, the notice, our 2020 annual report and the enclosed proxy card are first being sent to shareholders on or about April 16, 2021. You should read the entire proxy statement carefully before voting.

 

 

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ABOUT THE 2021 ANNUAL MEETING

When and where will the 2021 annual meeting be held?

The 2021 annual meeting is scheduled to take place at 12:00 p.m., local time, on Thursday, May 27, 2021. In light of public health concerns regarding the coronavirus outbreak, the 2021 annual meeting will be held in a virtual meeting format only. You will not be able to attend the 2021 annual meeting physically.

As described in the accompanying proxy materials, you are entitled to participate in the 2021 annual meeting if you were a shareholder as of the close of business on April 1, 2021, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. You are invited to attend and vote your shares at the 2021 annual meeting live via webcast. In order to attend the 2021 annual meeting, you must register at www.proxydocs.com/STXB by 5:00 p.m., Eastern Time on May 26, 2021 (the “Registration Deadline”). You will be asked to provide the control number located inside the shaded gray box on your Notice or proxy card as described in the Notice or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the 2021 annual meeting, will be emailed to you.

What is the purpose of the 2021 annual meeting?

At the 2021 annual meeting, shareholders will act upon the following matters:

 

1.

to elect Allen C. Jones IV, Akash J. Patel, H.D. Patel and Thomas C. Sooy to serve as Class II directors of the Company until the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal;

 

2.

to ratify the audit committee’s appointment of BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021; and

 

3.

to transact such other business as may properly come before the 2021 annual meeting or any adjournment or postponement thereof.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the 2021 annual meeting.

What is a proxy?

A proxy is a legal designation of another person, the proxy, to vote on your behalf. By completing and returning the enclosed proxy card, or registering your proxy vote by telephone or over the Internet, you are giving the named proxies, who were appointed by our board of directors, the authority to vote your shares at the 2021 annual meeting, or any adjournment or postponement thereof, in the manner that you indicate on your proxy card or by phone or Internet.

What is a proxy statement?

A proxy statement is a document that describes the matters to be voted upon at the shareholder meeting and provides additional information about the Company. Pursuant to regulations of the Securities and Exchange Commission (the “SEC”), we are required to provide you with a proxy statement containing certain information when we ask you to sign and return a proxy card to vote your shares of our common stock at meeting of the Company’s shareholders.

Who is entitled to vote at the 2021 annual meeting?

The holders of record of the outstanding shares of our common stock on April 1, 2021, which is the date that the board of directors has fixed as the record date for the 2021 annual meeting (the “record date”), are entitled to vote at the 2021 annual meeting. As of April 1, 2021, there were 17,136,553 outstanding shares of common stock. Each holder of record of our common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the 2021 annual meeting.

How do I vote?

The process for voting your shares depends on how your shares are held. See “What is the difference between a shareholder of record and a “street name” holder?”

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Shareholder of Record. If you are a “shareholder of record” on the record date for the 2021 annual meeting, you may vote by proxy or you may virtually attend the 2021 annual meeting and vote live via webcast. If you are a record holder and want to vote your shares by proxy, you may vote using any of the following methods:

 

indicate on the proxy card applicable to your shares of common stock how you want to vote and sign, date and mail your proxy card in the enclosed pre-addressed postage-paid envelope as soon as possible to ensure that it will be received in advance of the 2021 annual meeting;

 

go to the website www.proxypush.com/STXB and follow the instructions for Internet voting on that website; or

 

vote over the telephone by following the instructions in the proxy card.

The Company must receive your vote no later than the time the polls close for voting at the 2021 annual meeting for your vote to be counted at the 2021 annual meeting. Please note that Internet voting will close at 1:00 a.m., local time, on May 27, 2021.

Voting your shares by proxy will enable your shares of common stock to be represented and voted at the 2021 annual meeting if you do not virtually attend the 2021 annual meeting and vote your shares live via webcast. By following the voting instructions in the materials you receive, you will direct the designated persons (known as “proxies”) to vote your shares of common stock at the 2021 annual meeting in accordance with your instructions. The board of directors has appointed Jerry D. Golemon and Steven M. Morris to serve as the proxies for the 2021 annual meeting. If you vote by Internet or telephone, you do not have to return your proxy or voting instruction card.

Street Name Holders. If your shares of common stock are held in “street name,” your ability to vote over the Internet depends on the voting process of your broker, bank or other nominee. You should follow the instructions on the voting instruction card of your broker, bank or other nominee.

To vote the shares that you hold in “street name” live via webcast at the 2021 annual meeting, you should follow the instructions provided by your broker, bank or other nominee.

How do I attend the 2021 annual meeting?

The health and safety of our shareholders and employees are of paramount concern to our board of directors and management. In light of the ongoing COVID-19 pandemic, we are holding the 2021 annual meeting in a virtual meeting format only. You will be provided the opportunity to participate in the 2021 annual meeting by means of remote communication. Shareholders will not be able to attend the 2021 annual meeting in person.

The process for virtually attending the 2021 annual meeting depends on how your shares are held. See “What is the difference between a shareholder of record and a “street name” holder?

Shareholder of Record. If you are a “shareholder of record” on the record date for the 2021 annual meeting, you will need your control number located inside the shaded gray box on your Notice or proxy card in order to ask questions and vote at the 2021 annual meeting via live webcast.

Street Name Holders. If your shares of common stock are held in “street name,” to register to attend the 2021 annual meeting, you must submit a legal proxy from your broker, bank or other nominee, (1) confirming that you were the beneficial owner of those shares as of the close of business on the record date, (2) stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank or other nominee, and (3) appointing you as the record holder’s proxy to vote the shares covered by that proxy at the 2021 annual meeting. If you fail to submit a nominee-issued proxy to the 2021 annual meeting, you will not be able to vote your nominee-held shares live via webcast at the 2021 annual meeting.

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name with Computershare Trust Company, N.A., the Company’s stock transfer agent, you are considered the “shareholder of record” with respect to those shares. This proxy statement and the enclosed proxy card have been sent directly to you by Computershare Trust Company, N.A. at the Company’s request.

If your shares are held in a brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner of these shares, and your shares are held in “street name.” This proxy statement and the enclosed proxy card or voting instruction card have been forwarded to you by your nominee. As the

3


beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.

What constitutes a quorum for the 2021 annual meeting?

A quorum will be present at a meeting of shareholders if the holders of a majority of the outstanding shares entitled to vote at the 2021 annual meeting on the applicable matter are present in person by means of remote communication or represented by proxy at the 2021 annual meeting. Each record holder of shares of common stock is entitled to one vote for each share of common stock registered, on the record date, in such holder’s name on the books of the Company on all matters to be acted upon at the 2021 annual meeting. Our second amended and restated certificate of formation (“Certificate of Formation”) prohibits cumulative voting.

What percentage of the vote is required to approve each proposal?

Assuming the presence of a quorum, the affirmative vote of the holders of a plurality of the votes cast at the 2021 annual meeting is required for the election of the director nominees (Proposal 1). The four Class II director nominees who receive the most votes from the holders of the outstanding shares of common stock for their election at the 2021 annual meeting will be elected.

The ratification of BDO USA, LLP’s appointment as the Company’s independent registered public accounting firm (Proposal 2) will require the affirmative vote of the holders of a majority of the votes cast at the 2021 annual meeting regarding that proposal.

What is a broker non-vote?

A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Your broker, bank or other nominee has discretionary authority to vote your shares with respect to the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm (Proposal 2). In the absence of specific instructions from you, your broker, bank or other nominee does not have discretionary authority to vote your shares with respect to the election of directors (Proposal 1).

How are broker non-votes and abstentions treated?

A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees because broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum, but are not counted as votes cast at the 2021 annual meeting. Any abstentions will not have the effect of a vote against the proposal to ratify the appointment of BDO USA, LLP as our independent registered public accounting firm. Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal.

What are the recommendations of board of directors on how I should vote my shares?

The board of directors recommends that you vote your shares as follows:

Proposal 1—FOR the election of each director nominee; and

Proposal 2—FOR the ratification of the appointment of BDO USA, LLP.

How will my shares be voted if I return a signed and dated proxy card, but do not specify how my shares will be voted?

If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:

Proposal 1—FOR the election of each director nominee; and

Proposal 2—FOR the ratification of the appointment of BDO USA, LLP.

 

4


If you are a “street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares on the election of directors (Proposal 1), but such nominee will have discretion to vote on the ratification of the appointment of BDO USA, LLP (Proposal 2). See “What is a broker non-vote?”

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a shareholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in “street name.” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.

May I change my vote after I have submitted my proxy card?

Yes, if you own common stock of record, you may revoke your proxy or change your voting instructions at any time before your shares are voted at the 2021 annual meeting by:

 

delivering to the Company prior to the 2021 annual meeting a written notice of revocation addressed to: Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301, Attn: Corporate Secretary;

 

completing, signing and returning a new proxy card with a later date than your original proxy card, prior to such time that the proxy card for any such holder of common stock must be received, and any earlier proxy will be revoked automatically;

 

logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically and following the instructions indicated on the proxy card; or

 

attending the 2021 annual meeting virtually and voting live via webcast, and any earlier proxy will be revoked. However, attending the 2021 annual meeting without voting in person will not revoke your proxy.

If your shares are held in “street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in “street name” in order to direct a change in the manner your shares will be voted.

What are the solicitation expenses and who pays the cost of this proxy solicitation?

The board of directors is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or by other means of communication, without being paid additional compensation for such services. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in forwarding the proxy materials to beneficial owners of common stock.

Are there any other matters to be acted upon at the 2021 annual meeting?

Management does not intend to present any business at the 2021 annual meeting for a vote other than the matters set forth in the notice, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the 2021 annual meeting. If other matters requiring a vote of the shareholders properly come before the 2021 annual meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.

 

Where can I find voting results?

The Company will publish the voting results from the 2021 annual meeting in a Current Report on Form 8-K, which will be filed with the SEC within four business days following the 2021 annual meeting.

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How can I communicate with the board of directors?

To communicate with the board of directors, shareholders should submit their comments by sending written correspondence by mail or courier to Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301, Attn: Corporate Secretary; or by email at jgolemon@sotb.com. Shareholder communications will be sent directly to the specific director or directors of the Company indicated in the communication or to all members of the board of directors if not specified.

Who can help answer my questions?

The information provided above in this “Question and Answer” format is for your convenience only and is merely a summary of the information contained in this proxy statement. We urge you to carefully read this entire proxy statement and the accompanying 2020 annual report. If you have additional questions about this proxy statement or the 2021 annual meeting, you should contact Jerry D. Golemon by mail at Spirit of Texas Bancshares, Inc., 1836 Spirit of Texas Way, Conroe, Texas 77301, or by telephone at (936) 521-1836.

PROPOSAL 1 – ELECTION OF DIRECTORS

Number of Directors; Term of Office

Our Amended and Restated Bylaws (“Bylaws”) provide that the number of directors shall be set by a majority vote of the entire board of directors. Currently, the number of directors for the Company is set at thirteen, all of which are filled.

Pursuant to our Certificate of Formation and Bylaws, our board of directors is divided into three classes, denominated as Class I, Class II and Class III. Members of each class hold office for staggered three-year terms. At each annual meeting of our shareholders, the successors to the directors whose term expires at that meeting will be elected to serve until the third annual meeting after their election or until their successors have been elected and qualified or until their earlier death, resignation or removal. Individuals appointed to fill vacancies resulting from an increase in the number of directors will serve until the next meeting of shareholders at which directors are elected, provided that the board of directors may not fill more than two such directorships during the period between any two successive meetings of the shareholders at which directors are elected.

Nominees for Election

The corporate governance and nominating committee has recommended to our board of directors, and the board of directors has approved the nomination of, the following individuals to serve as the four Class II directors of the Company until our 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal:

 

Name of Nominee

 

Age

 

 

Position

 

Director Since

Class II

 

 

 

 

 

 

 

 

Allen C. Jones, IV

 

 

71

 

 

Director of the Company

 

2019

Akash J. Patel

 

 

38

 

 

Director of the Company and the Bank

 

2009

H. D. Patel

 

 

77

 

 

Director of the Company and the Bank

 

2016(1)

Thomas C. Sooy

 

74

 

 

Director of the Company and the Bank

 

2010

 

(1)

Mr. Patel served on the boards of directors of the Company and the Bank from 2008 to July 2015 and was re-appointed to the boards of directors in October 2016.

Each of the nominees was approved by our board of directors upon the recommendation of the corporate governance and nominating committee. In addition, each of the nominees has agreed to serve as a director, if elected, for their respective term. If any of the nominees should become unable to serve as a director, our board of directors may designate a substitute nominee. In that case, the persons named on the proxy card as proxies may vote for the substitute nominee or nominees recommended by our board of directors. We have no reason to believe that any of the four nominees for election named above will be unable to serve.

Information Regarding Director Nominees

Allen C. “Dick” Jones, IV is and has been the owner and manager of cattle and hunting operations through Jones Ranch LLC, a ranch that began in south Texas in 1895, since 1996. In addition to ranching, Mr. Jones’ other business activities

6


include directorships with The First National Bank of Hebbronville and The First National Bank of Beeville and Mesteña Operations, Ltd. of Corpus Christi, Texas. He currently serves as a director for the Texas Wildlife Association, the Texas and Southwestern Cattle Raisers Association, an honorary director of the Texas and Southwestern Cattle Raisers Foundation and a Trustee of Texas A&M-Kingsville Foundation. He is a member of the Gulf Coast Conservation Association and First Methodist Church of Corpus Christi. Mr. Jones graduated from Texas Military Institute and attended Texas A&I Business School in Kingsville, Texas. Mr. Jones’ business experience and agricultural expertise qualifies him to serve on our board of directors.

 

Akash J. Patel is an engineer at Energy Flow Systems, Inc. and has served in that position since August 2005. He has served on the boards of directors of the Company and the Bank since 2009. He is currently a committee member of the IHG Emerging Leaders Council, an active member of the Houston Minority Supplier Development Council and a 2015 committee member of Asian American Hotel Owners Association—Houston Region. Mr. Patel has created and initiated programs involving Hotel Rooms for Charity and the donation of bedding supplies to battered women shelters. Mr. Patel received his Bachelor of Science degree in computer engineering and math from the University of Houston in 2004. Mr. Patel’s business experience and extensive involvement in the community qualify him to serve on our board of directors.

H. D. Patel is board certified in Internal Medicine, Gastroenterology and started a private group practice in 1980. He served on the boards of directors of the Company and the Bank from 2008 to July 2015 and was re-appointed to the boards of directors again starting in October 2016. Dr. Patel gained notoriety as the corporate Medical Director and the original founder of Triumph Hospital. From 2007 to 2009, Dr. Patel served as an organizer and director of Third Coast Bank, SSB in Humble, Texas. Furthermore, Dr. Patel was an original founder and director of Royal Oaks Bank. Dr. Patel has been involved as an investor and advisory director at Sterling Bank and United Central Bank, as well as serving on various committees of each. Dr. Patel currently serves as Chairman of Gujarati Samaj of Houston and has been closely involved with political activities in Houston and Gujarat (India). After receiving his Bachelor of Medicine and Surgery from M.S. University Vadodara, India in 1969, Dr. Patel earned his Medical Degree in internal medicine from Queen’s Medical Center in 1975, and completed a fellowship in Gastroenterology in 1978. Mr. Patel’s experience serving on boards of directors of banks qualifies him to serve on our board of directors.

Thomas C. Sooy is the former owner of Tom Sooy & Co., a commercial real estate and commercial mortgage brokerage company Mr. Sooy ran from 1996 to 2000 and again from 2003 to 2006. From 2000 to 2003, Mr. Sooy was Executive Vice President and Chief Lending Officer of Union Planters Bank—Houston. Since 2006, Mr. Sooy has engaged in private investment and has otherwise retired from the real estate business. He has served on the boards of directors of the Company and the Bank since 2010. Prior to starting his real estate companies, Mr. Sooy spent more than 26 years in commercial banking in the greater Houston area, primarily as Executive Vice President of Charter Bancshares, Inc. and its subsidiary banks, serving in the capacity of Chief Credit Officer, and serving on the board of directors from 1978 to 1996. Mr. Sooy served as Chief Executive Officer of Charter National Bank—Colonial from 1978 to 1996. Additionally, Mr. Sooy served with the Office of the Comptroller of the Currency as a national bank examiner from 1970 to 1978. Mr. Sooy holds a Bachelor of Business Administration degree in Finance from Texas A&M University earned in 1970. Mr. Sooy’s business experience and banking experience qualify him to serve on the Spirit board of directors.

 

 

 Election Procedures

The affirmative vote of a plurality of the votes cast at an annual meeting at which a quorum is present is required for the election of each of the nominees for director. This means that the four director nominees who receive the most votes from the holders of the outstanding shares of common stock for their election at the 2021 annual meeting will be elected to the four respective board seats.

Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of common stock represented by proxy will be voted FOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one or more but not all of the nominees, all shares of common stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, as to whom such authority is not withheld.

7


YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE
NOMINEES LISTED A
BOVE TO THE BOARD OF DIRECTORS.

 

PROPOSAL 2 – RATIFICATION OF THE AUDIT COMMITTEE’S APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee has appointed BDO USA, LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. The board of directors is seeking at the 2021 annual meeting the ratification of the appointment of BDO USA, LLP for the 2021 fiscal year. Assuming a quorum is present, the ratification of such appointment will require the affirmative vote of the holders of a majority of the votes cast at the 2021 annual meeting.

Shareholder ratification of the selection of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year is not required by our Bylaws, state law or otherwise. However, the board of directors is submitting the selection of BDO USA, LLP to our shareholders for ratification as a matter of good corporate governance. If the shareholders fail to ratify the selection, the audit committee will consider this information when determining whether to retain BDO USA, LLP for future services. Even if the appointment is ratified, the audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time if it is determined that such a change would be in the best interests of the Company.

Representatives of BDO USA, LLP are expected to virtually attend the 2021 annual meeting and will be afforded the opportunity to make a statement if he or she desires to do so, and to answer appropriate questions.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE
APPOINTMENT OF BDO USA, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR FISCAL YEAR 2021.

 

8


BOARD OF DIRECTORS AND COMMITTEE MATTERS

General

Our board of directors has set the number of directors for the Company at thirteen, and is divided into three classes of directors, serving staggered three-year terms. One-third of our board of directors is elected by our shareholders at each annual meeting of shareholders for a term of three years, and the elected directors hold office until their successors are elected and qualified or until their earlier death, resignation or removal.

Continuing Directors

A brief description of the background of each of our continuing Class I and Class III directors, together with the experience, qualifications, attributes or skills that caused our board of directors to determine that the individual should serve as a director, is set forth below. Similar information for each of Messrs. Jones, A. Patel, H. D. Patel, and Sooy as Class II directors, who has each been nominated to serve in such role, has been provided above.

No director has any family relationship, as defined in Item 401 of Regulation S-K, with any other director or executive officer. In addition, during the previous 10 years, no director, director nominee, or executive officer of the Company was the subject of a legal proceeding that is material to an evaluation of the ability or integrity of any such person to serve in such capacity.

 

Name

 

Age

 

 

Position (Company / Bank)

 

Director Since

Class I

 

 

 

 

 

 

 

 

Dean O. Bass

 

 

70

 

 

Chairman and Chief Executive Officer of the Company and the Bank

 

2008

Robert S. Beall

 

 

62

 

 

Director of the Company and the Bank

 

2013

Steven Gregory Kidd

 

 

61

 

 

Director of the Company and the Bank

 

2019

Steven M. Morris

 

69

 

 

Director of the Company and the Bank

 

2008

William K. Nix

 

59

 

 

Director of the Company and the Bank

 

2018

 

 

 

 

 

 

 

 

 

Class III

 

 

 

 

 

 

 

 

David M. McGuire

 

 

57

 

 

President and Director of the Company and

   Chief Lending Officer and Director of the Bank

 

2009

Thomas Jones, Jr.

 

 

65

 

 

Director of the Company and the Bank

 

2008(1)

Leo T. Metcalf, III

 

 

73

 

 

Director of the Company and the Bank

 

2010

Nelda Luce Blair

 

 

63

 

 

Director of the Company and the Bank

 

2019

 

(1)

Mr. Jones served on our board of directors from November 2008 to February 2017 and has served since July 2017. He also served on the board of directors of the Bank from November 2008 to May 2017 and has served since July 2017.

 

Dean O. Bass is the Chairman and Chief Executive Officer of the Company and the Bank and has served in those positions since their inception in 2008. Prior to joining the Company, Mr. Bass founded and served as President and Chief Executive Officer of Royal Oaks Bank, SSB, from 2001 to 2007. Previously, from 1996 to 2000, Mr. Bass was employed by Horizon Capital Bank where he served as Senior Vice President. Mr. Bass has been involved in the formation of several de novo banking offices and branches and has served in bank officer positions ranging from Executive Vice President to President and Chief Executive Officer/Chairman of the Board. Additionally, Mr. Bass was a National Bank Examiner for the Office of the Comptroller of the Currency from 1975 through 1979. Mr. Bass has served as a director and member of the executive committee of the Texas Bankers Association. He was the 2016 Chairman of the Community Bankers Council. Mr. Bass is an appointed member of The Woodlands Area Economic Development Partnership Board and the Greater Conroe Economic Development Council Board. Mr. Bass received his Bachelor of Business Administration degree from Abilene Christian University in 1973. With over 44 years of banking experience, Mr. Bass’s extensive business and banking experience and his community involvement and leadership skills qualify him to serve as our Chairman and Chief Executive Officer.

Robert S. Beall is President and Chief executive officer of R.S. Beall Investments, Inc., a company engaged in various private investments related to real estate and financial services. He has served on the boards of directors of the Company and the Bank since 2013. Mr. Beall founded R.S. Beall Investments, Inc. in 1995. Prior to starting R.S. Beall Investments, Inc., from 2001 to 2003, Mr. Beall served as regional president of US Concrete, Inc., a publicly traded company. In 1981, he founded Beall Concrete, Inc., a manufacturer of concrete in Dallas and Fort Worth, Texas, which evolved into Beall Industries, Inc. with several different construction product lines and services. In 2000, Mr. Beall sold his company to US Concrete of

9


Houston. He previously served as the Chairman of the Board of Directors for Peoples Bank of Colleyville, Texas. Mr. Beall’s community service includes being the former chairman of the Child Study Center in Fort Worth and the Chairman of the Board of Advisors for the College of Business at the University of Oklahoma. Mr. Beall earned his Bachelor of Business Administration degree in Accounting from the University of Oklahoma in 1979 and his Master of Business Administration degree from Southern Methodist University in 1981. Mr. Beall’s extensive business experience and leadership skills qualify him to serve on our board of directors.

Steven Gregory Kidd has served as General Partner of KPL since 2011. KPL is a limited partnership that owned 100% of the common stock of CBI and CSB prior to the Merger. From 1980 to 2016, Mr. Kidd was an officer and co-owner of Jerry Kidd Oil Company, Inc., which owns and operates convenience stores and gas stations branded as “Kidd Jones” throughout East Texas. Since 1981, Mr. Kidd has been a director of CSB, serving as Chairman of the Board since 2011. Mr. Kidd has been a director of CBI since its formation in 1984 and has served as Chairman of the Board since 2011. Mr. Kidd currently serves on the Boards of Directors of several Christian-based non-profit organizations, including Strong Marriages, Grace Bridge and The Master Cares. Mr. Kidd’s business experience, expertise in the oil and gas industry and community connections qualify him to serve on our board of directors.  

Steven M. Morris is a business and financial consultant and certified public accountant, beginning his career with Arthur Young & Company, an international accounting firm. Mr. Morris is the Founder and President of TransTexas Enterprises, Inc., a private investment firm located in Cypress, Texas. Mr. Morris is also the managing director of Barkers Point Properties, LLC, a real estate investment company. He has served on the boards of directors of the Company and the Bank since 2008. He is the former chairman of the Twelfth Man Foundation, a private 501(c)(3) corporation located in College Station, Texas. Additionally, Mr. Morris serves on the board of Crossroads Christian Counseling, Inc. and as a director of 127 Pure, a 501(c)(3) corporation located in Cumming, Georgia. In the past, he has served on various public and private boards, including audit committee chairman of Quicksilver Resources, Inc. and Bank of Tanglewood of Houston, Texas. Mr. Morris has been an elder in his church for the past 18 years and a Habitat for Humanity volunteer and participates in annual mission trips supporting an orphanage in India. He received his BBA in Accounting from Texas Tech University in 1974. Mr. Morris’ business experience, public accounting experience and public company experience qualifies him to serve on our board of directors.

William K. “Kendall” Nix was appointed as a director of the Company and the Bank in November 2018, in connection with the completion of the Company’s acquisition of Comanche National Corporation and The Comanche National Bank. Mr. Nix served as Vice Chairman of the Bank from November 2018 to November 2020. Mr. Nix was named an advisory director of The Comanche National Bank in May 1990 and was named director in March 1992. He was appointed Vice Chairman of The Comanche National Bank in March 2002 and became Chairman in March 2004. Mr. Nix became a director of Comanche National Corporation at its inception in March 2001 and became Vice President in June 2001. He became President and Chief Executive Officer of Comanche National Corporation in December 2005 and Chairman and Chief Executive Officer in March 2009. He is currently a member of the Board of Trustees of The Terrell Foundation, a charitable foundation serving the communities in and around Erath County, Texas and is co-managing trustee of the W. L. & Barbara Terrell Nix Foundation, a charitable foundation providing support to community service organizations in North Texas. Mr. Nix previously served on the Board of Trustees of Fort Worth Academy for the Education of Children and Youth, an independent school offering educational opportunities for Kindergarten through eighth grade students in Fort Worth, Texas, including terms as Treasurer and Board President. He continues to serve on the school’s Entrepreneurship and Leadership Initiative Advisory Council. Mr. Nix also worked for two decades in information technology in the oil and gas exploration and production, telecommunications and defense industries at several different companies in a variety of roles including various management positions. He received a Bachelor of Science degree in 1983 from Texas A&M University majoring in Computer Science minoring in Accounting. In 2003, Mr. Nix graduated from the Southwestern Graduate School of Banking at Southern Methodist University with Distinction and Recognition for Leadership and Thesis Nominated for Distinction. Mr. Nix’s extensive business and banking experience and his perspective, knowledge and extensive community relationships qualify him to serve on our board of directors.

David M. McGuire is the President of the Company and President and Chief Lending Officer of the Bank and has served in those positions since 2009. From 2001 to 2008, he was the founder of and employed by Royal Oaks Bank, SSB, and its successor First Bank, serving as its President and Chief Lending Officer. From 1995 to 2000 Mr. McGuire was employed by Sterling Bank where he served as Office Chief Executive Officer—Fort Bend. Mr. McGuire has been involved in the formation of several de novo banking offices and branches and has served in executive bank officer positions ranging from Bank Vice President to President. Mr. McGuire received his Bachelor of Business Administration—Finance degree from Texas A&M University in 1987. With over 37 years of banking experience, Mr. McGuire’s extensive business and banking experience and his perspective, knowledge and extensive community relationships qualify him to serve on our board of directors.

10


Thomas Jones, Jr. is a partner with the accounting and consulting firm of McConnell & Jones LLP, which he helped form in 1996. Mr. Jones leads the firm’s small business and tax group and is the practice leader for the firm’s overall business development and marketing efforts. Mr. Jones has served on our board of directors from November 2008 to February 2017 and since July 2017 and on the board of directors of the Bank from November 2008 to May 2017 and since July 2017. Mr. Jones also served as an independent board member of Princeton Capital Corporation, a publicly-traded business development company, from 2015 to 2016. From 1985 to 1995, Mr. Jones served as a Vice President at Texas Commerce Bank (now Chase Bank) in the bank’s investment management services department. Prior to joining Texas Commerce Bank, Mr. Jones served as Treasurer and Tax Manager of Uncle Ben’s Rice from 1982 to 1985, where he was responsible for managing the company’s cash flows, banking relationships and compliance requirements for all federal, state and local tax filings.

Mr. Jones began his professional career with the Houston office of the international accounting firm of Ernst & Ernst (now Ernst & Young) as a staff auditor and later as a manager in the firm’s tax department. Mr. Jones is also a partner in HUNTJON, LLC, a real estate development company focusing on the construction and management of multi-family housing units for low and moderate income senior citizens. Mr. Jones also currently serves as Chairman of the Florida A&M University Foundation Board and as Chair of the Advisory Board of the Greater Houston Black Chamber of Commerce. Mr. Jones received his Bachelor of Science degree in Accounting from Florida A&M University in Tallahassee, Florida. Mr. Jones’ business experience and accounting experience qualifies him to serve on our board of directors.

Leo T. Metcalf, III is a private investor in real estate, stocks and master limited partnerships, has served as an outside business consultant to Service Corporation International since 2000, and is a former mayor of Conroe, Texas serving a four-year term starting in 2004. He is also the former president of Metcalf Funeral Home, Inc., a Conroe area business. He has served on our board of directors and the board of directors of the Bank since 2010. He has supported Montgomery County with his involvement in various community activities. He is a past president of the Conroe Rotary Club, the Montgomery County United Way, the Montgomery County Hospital District, the Embassy Club of the Greater Conroe Area Chamber of Commerce, and former district chairman for the Sam Houston Area Council of the Boy Scouts of America. He is a lifetime vice-president of the Montgomery Fair Association, former board member of the Conroe Chapter of the American Red Cross, Montgomery County Community Foundation, Greater Conroe Area Chamber of Commerce, Montgomery County Emergency Assistance, Greater Conroe Economic Development Council, and Lake Conroe Rotary Club. He is also a past president of the Texas Funeral Directors Association. Mr. Metcalf has additionally established four endowments through the Montgomery County Community Foundation, and has reflected his significant support for Sam Houston State University with the establishment of the Tommy Metcalf Scholarship Endowment Fund. Mr. Metcalf serves on the Sam Houston University Foundation as a Trustee and Vice President. Mr. Metcalf received his Bachelors of Business Administration degree from Sam Houston State University in 1971. Mr. Metcalf’s diverse business experience and extensive involvement in the community of one of our primary market areas qualify him to serve on our board of directors.

Nelda Luce Blair was appointed as an advisory director of the Company in February 2019. Ms. Blair has been the owner and president of The Blair Law Firm, P. C. since 1987. Prior to 1987, she served in the Montgomery County Attorney’s Office as a prosecutor for the Specialized Real Estate Division and as a legal advisor and liaison to the Montgomery County Commissioners Court and Tax Assessor-Collector and was an associate attorney at Hope & Mayes, P.C. and Holbrook, Kaufman & Becker. Currently, Ms. Blair serves as president of the Conroe ISD Education Foundation and as a board member of the Lone Star College System Chancellor’s Advisory Council, the Texas Conference for Women and the Economic Development Partnership of The Woodlands. She has held leadership positions in The Woodlands Convention & Visitors Bureau, the Board of The Woodlands Township, The Woodlands Area Chamber of Commerce and the Greater Houston Women’s Chamber of Commerce. Ms. Blair previously received gubernatorial appointments to serve on the University of Houston System Board of Regents and the Texas Economic Development Corporation and is currently serving as a gubernatorial appointee to the Stephen F. Austin State University Board of Regents. She is a past recipient of the “North Star Award” from the North Houston Association and has been named one of Houston’s Most Influential Women of 2009 by Houston Woman magazine, “Citizen of the Year 2009” by the Greater Houston Women’s Chamber of Commerce and “Hometown Hero” of The Woodlands by The Woodlands Area Chamber of Commerce. In addition, Ms. Blair frequently appears as a legal commentator on CNN, FOX News, MSNBC and Court TV and has authored over 100 articles published in professional journals. Ms. Blair received her Doctorate of Jurisprudence from University Houston Law Center in 1983 and her Bachelor of Arts degree in Pre-Law, Economics and Sociology from Baylor University in 1980. She is triple board certified by the State Bar of Texas Board of Legal Specialization in Residential Real Estate Law, Commercial Real Estate Law and Farm and Ranch Real Estate Law and is certified as an Advanced Attorney-Mediator. Ms. Blair’s state and local public service and her knowledge of and community involvement in the community of one of our primary market areas qualify her to serve on our board of directors.

11


Board Meetings

Our board of directors met six times during the 2020 fiscal year (including regularly scheduled and special meetings). During fiscal year 2020, each director participated in at least 75% or more of the aggregate of (i) the total number of meetings of the board of directors (held during the period for which he or she was a director) and (ii) the total number of meetings of all committees of the board of directors on which he or she served (during the period that he or she served).

Director Attendance at 2020 Annual Meeting

The board of directors encourages all directors to attend every annual meeting of shareholders. All of our directors serving at the time of the 2020 annual meeting of shareholders virtually attended the 2020 annual meeting of shareholders. We anticipate all of our directors, including the nominees for election, will virtually attend the upcoming 2021 annual meeting.

Board Composition

Our board of directors has set the number of directors for the Company at thirteen. As discussed in greater detail below, our board of directors has affirmatively determined that nine of our thirteen current directors qualify as independent directors based upon the corporate governance standards of the NASDAQ Global Select Market (“NASDAQ”).

Our board of directors is divided into three classes, denominated as Class I, Class II and Class III. Members of each class hold office for staggered three-year terms. At each annual meeting of our shareholders, the successors to the directors whose term expires at that meeting will be elected to serve until the third annual meeting after their election or until their successors have been elected and qualified or until their earlier death, resignation or removal.

Any vacancy occurring in our board of directors may be filled by the vote of a majority of directors then in office. Any director so appointed will hold office for the remainder of the term of the class to which the director was appointed. Individuals appointed to fill additional directorships resulting from an increase in the number of directors will serve until the next meeting of shareholders at which directors are elected, provided that the board of directors may not fill more than two such directorships during the period between any two successive meetings of the shareholders at which directors are elected.

Director Independence

Under NASDAQ rules, a majority of our board of directors must be comprised of “independent directors” as defined by the NASDAQ rules. The NASDAQ rules, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors. Furthermore, we have determined that the following commercial relationships will not be considered to be a material relationship that would impair a director’s independence: lending relationships, deposit relationships or other banking relationships (such as depository, transfer, registrar, indenture trustee, trusts and estates, private banking, investment management, custodial, securities brokerage, cash management and similar services) between our Company and the Bank, on the one hand, and the director, an immediate family member of the director or a company with which the director or such director’s immediate family member is affiliated by reason of being a director, employee, consultant, executive officer, general partner or an equity holder thereof, on the other, provided that: (a) such relationships are in the ordinary course of our Company or the Bank’s business, are on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons and any such loan did not involve more than the normal risk of collectability or present other unfavorable features; and (b) any such loan has been made in compliance with applicable law, including Regulation O of the Board of Governors of the Federal Reserve Board (the “Federal Reserve”), the Sarbanes-Oxley Act of 2002 and Section 13(k) of the Securities Exchange Act of 1934 (the “Exchange Act”).

Our board of directors has undertaken a review of the independence of each director and director nominee based upon the NASDAQ rules and our corporate governance documents. Applying these standards, our board of directors has affirmatively determined that each of Akash J. Patel, H. D. Patel, Thomas C. Sooy, Robert S. Beall, Steven M. Morris, Thomas Jones, Jr., Leo T. Metcalf, III, Allen C. Jones, IV and Nelda Luce Blair qualifies as an independent director under applicable rules. Messrs. Bass and McGuire do not meet these independence standards because they are executive officers and employees, and Mr. Nix does not meet these independence standards because he was an employee within the past three years. Further, our board of directors has determined that Mr. Kidd is not independent as a result of his ownership interest in the Company. In making these determinations, our board of directors considered the current and prior relationships that each director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

12


There were no material transactions or relationships between us and any of our independent directors during 2020 and from year-end 2020 until the date of this proxy statement. In making its determination that our non-employee directors are independent, in addition to the transactions described in the section titled “Certain Relationships and Related Party Transactions,” our board of directors also considered the following: Thomas Jones, Jr.’s firm, McConnell & Jones LLP, provided tax services to David McGuire for his personal federal tax return. For 2020, the amount Mr. McGuire paid to Mr. Jones’ firm for the tax services was de minimus.

Our board of directors felt that neither of these transactions affected any director’s independence because none of the independent directors had a direct or indirect material interest in these transactions.

Board Leadership Structure

Our board of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the board of directors believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board of directors has determined that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders at this time. We do not have a lead independent director; however, we believe that our governance structure makes best use of the Chief Executive Officer’s extensive knowledge of our organization and the banking industry. The board of directors views this arrangement as also providing an efficient nexus between our organization and the board of directors, enabling the board of directors to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board of directors in a timely manner.

 

Should circumstances change in the future, however, our board of directors is free to appoint its Chairman and the Chief Executive Officer of our Company in any way it determines is in the best interests of our Company and shareholders in accordance with our Bylaws.

Risk Management and Oversight

Our board of directors oversees our risk management process, including a company-wide approach to risk management, carried out by our management. Our full board of directors determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full board of directors maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, our compensation committee is responsible for overseeing the management of risks relating to our executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies, and compensation of the board of directors. Our audit committee oversees management of financial risks and overseeing potential conflicts of interests. The audit committee is also responsible for overseeing the management of risks relating to the performance of our independent registered public accounting firm, as well as our systems of internal controls and disclosure controls and procedures. Our corporate governance and nominating committee oversees management of risks associated with our overall compliance and corporate governance practices, and the independence and composition of our board of directors. Senior management regularly reports on applicable risks to the relevant committee or the full board of directors, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board of directors and its committees.

Committees of the Board

Our board of directors conducts certain of its business through committees of the full board of directors. Our board of directors has established the following committees: an audit committee, a compensation committee, a corporate governance and nominating committee and an executive committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their respective successors are duly appointed and qualified or until their earlier death, resignation or removal.

Audit Committee

Our audit committee consists of Robert S. Beall, Thomas Jones, Jr., Allen C. Jones, IV and Steven M. Morris, with Mr. Morris serving as chair of the audit committee. During 2020, our audit committee held seven meetings. Our audit committee has responsibility for, among other things:

 

selecting and hiring our independent registered public accounting firm, and pre-approving the audit and non-audit services to be performed by our independent registered public accounting firm;

13


 

evaluating the qualifications, performance and independence of our independent registered public accounting firm;

 

monitoring the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to consolidated financial statements or accounting matters;

 

reviewing the adequacy and effectiveness of our internal control policies and procedures;

 

discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-end operating results; and

 

preparing the audit committee report required by the SEC to be included in our annual proxy statement.

Rule 10A-3 promulgated by the SEC under the Exchange Act and applicable NASDAQ rules require our audit committee to be composed entirely of independent directors. Our board of directors has affirmatively determined that each of the members of our audit committee qualifies as independent under the independence requirements of Rule 10A-3 of the Exchange Act and NASDAQ rules. Our board of directors also has determined that each of Mr. Thomas Jones and Mr. Morris qualifies as an “audit committee financial expert” as defined in the SEC rules, and each member of the audit committee is able to read and understand fundamental consolidated financial statements, including our balance sheet, income statement and cash flow statements.

Our board of directors has adopted a written charter for our audit committee, which sets forth the audit committee’s duties and responsibilities. The audit committee charter is available on our website at www.sotb.com. under “Investor Relations—Governance—Documents.”

Audit Committee Report

The audit committee oversees the Company’s financial reporting process on behalf of the board of directors. Management has the primary responsibility for preparing the Company’s consolidated financial statements and the reporting process, including developing, maintaining and evaluating the Company’s internal control over financial reporting in accordance with generally accepted accounting principles (“GAAP”). In fulfilling its oversight responsibilities, the audit committee reviewed and discussed with management the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the consolidated financial statements.

The audit committee discussed with BDO USA, LLP its audit of the Company’s 2020 consolidated financial statements, including the Company’s internal control over financial reporting as required by the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”). During 2020, the audit committee met with BDO USA, LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting and the overall quality of the Company’s financial reporting. In addition, the audit committee discussed with BDO USA, LLP the matters required to be discussed pursuant to auditing standards adopted by the Public Company Accounting Oversight Board (“PCAOB”) and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards. The audit committee also discussed with BDO USA, LLP the auditors’ independence from management and the Company, including the matters in the written disclosures and the letter from BDO USA, LLP required by the PCAOB, considered the compatibility of non-audit services with the auditors’ independence and concluded that the auditor’s independence had been maintained.

Based on its review and discussions noted above, the audit committee recommended to the board of directors that the audited consolidated financial statements be included in our 2020 Form 10-K filed with the SEC on March 5, 2021.

The Audit Committee of the Board of Directors

Steven M. Morris (Chairman)

Robert S. Beall

Thomas Jones, Jr.

Allen C. Jones, IV

14


Fees Billed by Independent Registered Public Accounting Firm

The audit committee has reviewed the following audit and non-audit fees billed to the Company by BDO USA, LLP for 2020 and 2019 for purposes of considering whether such fees are compatible with maintaining the auditor’s independence, and concluded that such fees did not impair BDO USA, LLP’s independence. The policy of the audit committee is to pre-approve all audit and non-audit services performed by BDO USA, LLP before the services are performed, including all of the services described under “Audit Fees” and “Audit-Related Fees,” “Tax Fees” and “All Other Fees” below. The audit committee has pre-approved all of the services provided by BDO USA, LLP.

 

 

 

2020

 

 

2019

 

Audit fees(1)

 

$

416,200

 

 

$

842,000

 

Audit-related fees

 

 

 

 

 

 

Tax fees

 

 

 

 

 

 

All other fees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Fees

 

$

416,200

 

 

$

842,000

 

 

(1)

Audit fees consist of the aggregate fees billed for professional services rendered for (i) the audit of our annual consolidated financial statements, reviews of our quarterly consolidated financial statements, and audit of our internal controls over financial reporting as required by the FDICIA, (ii) the filing of our Registration Statements on Forms S-3 and S-4 in 2019, (iii) services that are normally provided in connection with statutory and regulatory filings or engagements for those years, and (iv) accounting consultations.

 

Audit Committee Pre-Approval Policies and Procedures

The audit committee selects and oversees our independent auditor. In addition, it is required to pre-approve the audit and non-audit services performed by our independent auditor to ensure that such services do not impair the auditor’s independence. Federal securities regulations specify the types of non-audit services that an independent auditor may not provide to us and establish the audit committee’s responsibility for administration of the engagement of our independent auditors. During 2020, the audit committee pre-approved all services provided to us by our independent auditor.

Compensation Committee

Our compensation committee consists of Steven M. Morris, H. D. Patel and Thomas C. Sooy, with Mr. Sooy serving as chair of the compensation committee. During 2020, our compensation committee held three meetings. The compensation committee is responsible for, among other things:

 

reviewing and approving compensation of our executive officers, including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change in control arrangements and any other benefits, compensation or arrangements;

 

reviewing and recommending the goals and objectives of our Company’s general compensation plans and other employee benefit plans for employees;

 

reviewing the compensation of our directors;

 

reviewing and discussing annually with management our executive compensation disclosure required by SEC rules; and

 

preparing the compensation committee report to the extent required by the SEC to be included in our annual proxy statement.

Our board of directors has evaluated the independence of the members of our compensation committee and has determined that each of the members of our compensation committee is independent under NASDAQ rules. The members of the compensation committee also qualify as “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).  

Our board of directors has adopted a written charter for our compensation committee, which sets forth the compensation committee’s duties and responsibilities. The compensation committee charter is available on our website at www.sotb.com under “Investor Relations—Governance—Documents.”

15


Corporate Governance and Nominating Committee

Our corporate governance and nominating committee consists of Leo T. Metcalf, III, Akash J. Patel, Thomas Jones, Jr. and Nelda Luce Blair, with Mr. Metcalf serving as chair of the corporate governance and nominating committee. During 2020, our corporate governance and nominating committee held two meetings. The corporate governance and nominating committee is responsible for, among other things:

 

assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of shareholders to the board of directors;

 

reviewing developments in corporate governance practices and developing and recommending corporate governance principles applicable to our board of directors;

 

overseeing the evaluation of our board of directors and management; and

 

recommending members for each board committee of our board of directors.

Our board of directors has evaluated the independence of the members of our corporate governance and nominating committee and has determined that each of the members of our corporate governance and nominating committee is independent under NASDAQ standards.

Our board of directors has adopted a written charter for our corporate governance and nominating committee, which sets forth the corporate governance and nominating committee’s duties and responsibilities. The corporate governance and nominating committee charter is available on our website at www.sotb.com under “Investor Relations—Governance—Documents.”

Executive Committee

Our executive committee consists of Dean O. Bass, David M. McGuire, Leo T. Metcalf, III, Steven M. Morris and Thomas C. Sooy. Our executive committee may exercise the authority of our board of directors in the management of our business and affairs except for certain significant corporate matters that under Texas law may not be delegated to a board committee. Our board of directors has adopted a written charter for our executive committee, which sets forth the executive committee’s duties and responsibilities.

Compensation Committee Interlocks and Insider Participation

No member of the compensation committee is an officer or employee of our Company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee or other board committee serving equivalent functions of any entity that has one or more executive officers serving on our board of directors.

Code of Business Conduct and Ethics

We adopted a code of business conduct and ethics applicable to our directors, officers and employees including specific standards and guidelines applicable to our principal executive, financial and accounting officers and all persons performing similar functions. We expect that any amendments to such code and guidelines, or any waivers of their requirements, will be disclosed on our corporate website and by other means required by the SEC and NASDAQ rules. A copy of that code is available on our website at www.sotb.com under “About Us—Investor Relations—Governance—Documents.”

 

How Director Nominees Are Selected

The corporate governance and nominating committee recommends, and the board of directors nominates, candidates to be submitted to the shareholders for election as directors. Our board of directors considers whether non-employee director nominees are independent as defined in the NASDAQ rules and whether they have a prohibited conflict of interest with our business.

The corporate governance and nominating committee identifies nominees by first evaluating the current members of the board of directors willing to continue in service. Current members of the board of directors with skills and experience that are relevant to the Company’s business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the board of directors with that of obtaining a new perspective. If any member of the board of directors does not wish to continue in service, or if the corporate governance and nominating

16


committee or the board of directors decides not to re-nominate a member for re-election, or if the size of the board of directors is increased, the corporate governance and nominating committee would solicit suggestions for director candidates from all board members. After reviewing a potential director’s qualifications, a suitable candidate will be invited to meet with our Chairman and full board of directors to determine if the candidate is a good fit with the rest of our board of directors. The Company does not maintain a specific diversity policy, but diversity is considered in the Company’s review of candidates. Diversity includes not only gender and ethnicity, but the various perspectives that come from having differing viewpoints, geographic and cultural backgrounds and life experiences.

Our board of directors also considers director candidates recommended by shareholders who are entitled to vote for the election of directors at an annual meeting of shareholders and who comply with the advance notice procedures for director nominations set forth in our Bylaws. These procedures require that notice of the director nomination be made in writing to our Corporate Secretary. The notice must be received at our executive offices not less than 75 days nor more than 100 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. In the case of an annual meeting called for a date more than 50 days prior to the anniversary date, notice must be received not later than the close of business on the 10th day following the date on which notice of the annual meeting date is first mailed to shareholders or made public, whichever occurs first. Our Bylaws require the notice of director nomination to include certain specified information regarding the nominating shareholder and the nominee. Recommendations by shareholders that are made in this manner will be evaluated in the same manner as recommendations for other candidates.

Shareholder Communications with our Board of Directors

If a shareholder desires to send a communication to our board of directors, any individual director or the non-management directors as a group, the shareholder should send the communication to:

Spirit of Texas Bancshares, Inc.

1836 Spirit of Texas Way

Conroe, Texas 77301

Attention: Chairman of the Board

The Chairman of our board of directors will forward the communication to the other board members. If a shareholder desires to send a communication to a specific board member, the shareholder should send the communication to the above address to the attention of the specific board member.

Other Corporate Governance Matters

Although we do not have a formal policy regarding director attendance at annual shareholder meetings, our board of directors encourages all board members to attend each annual meeting of shareholders. In addition, our board of directors holds its regular annual meeting immediately following the annual shareholders meeting, and all directors are expected to attend board meetings.  

 

17


MANAGEMENT

The following table sets forth the name, age and position with the Company of each of our executive officers and other significant employees. The business address for all of these individuals is 1836 Spirit of Texas Way, Conroe, Texas 77301.

 

Name of Named Executive Officers

 

Position

 

Age

 

Dean O. Bass

 

Chairman and Chief Executive Officer of the Company

   and the Bank

 

 

70

 

David M. McGuire

 

President of the Company and President and

   Chief Lending Officer of the Bank

 

 

57

 

Jerry D. Golemon

 

Executive Vice President and Chief Operating Officer

   of the Company and the Bank

 

 

65

 

Jeffrey A. Powell

 

Former Executive Vice President and Chief Financial Officer of the Company and the Bank

 

N/A

 

Allison S. Johnson

 

Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company and the Bank

 

 

36

 

 

Background of our Executive Officers who are not also Directors and Other Significant Employees.

Jerry D. Golemon is the Executive Vice President and Chief Operating Officer of the Company and the Bank. Mr. Golemon has served in that capacity since January 2017 and served as Chief Financial Officer of the Company from January 2017 to July 2017. He has served as Executive Vice President and Chief Operating Officer of the Bank since 2010 and served as Chief Financial Officer of the Bank from April 2017 to July 2017. Mr. Golemon joined the Advisory Board of the Bank in 2010. Mr. Golemon is a retired Certified Public Accountant, and has been associated with the banking business in the Houston area for more than 37 years. Mr. Golemon also served as Chief Financial Officer for Bank4Texas Holdings from 2008 to 2010. Starting in 1997, he was a founder and served as Chief Financial Officer and on the board of directors of Texas National Bank until it was sold in 2006. He has served in a chief financial officer or similar capacity for various banks since 1982. Prior to that time, he worked in a Houston-based CPA firm for four years, specializing in financial institution audits. He received his Bachelor of Business Administration degree in Accounting from the University of Texas in 1977. Mr. Golemon has served as President of the Tomball Rotary Club and worked in various capacities with the Tomball Chamber of Commerce, the Regional Arts Council, the Cypress Creek YMCA, and the Tomball Independent School District. He is also a graduate of the Southwest Graduate School of Banking.

Jeffrey A. Powell is the Former Executive Vice President and Chief Financial Officer of the Company and the Bank and has served in those positions from July 2017 until his passing in January 2020. Mr. Powell served as the Chief Financial Officer at Hamilton State Bancshares, Inc. in Hoschton, Georgia from 2011 to 2017. Additionally, Mr. Powell served as Executive Vice President and Chief Accounting Officer for IBERIABANK Corporation and its subsidiary, IBERIABANK, from 2008 to 2011 in Lafayette, Louisiana. Mr. Powell also served as Senior Vice President, Controller and Chief Accounting Officer of Citizens Republic Bancorp, Inc. and its subsidiary, Citizens Bank, from 2005 to 2008 in Flint, Michigan. Mr. Powell has worked in various capacities in the banking and financial services industry for 38 years. He received his Bachelor of Science in Accounting degree from Ball State University, Muncie, Indiana in 1980.

Allison S. Johnson is the Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company and the Bank. Ms. Johnson has served as Chief Accounting Officer of the Company and the Bank since 2016. Ms. Johnson has served as Executive Vice President and Chief Financial Officer since November 2020 and served as Interim Chief Financial Officer of the Company and the Bank from January 2020 to November 2020. Ms. Johnson began her career in the financial services industry as an auditor at PricewaterhouseCoopers and has spent the last decade focused on financial reporting in the banking industry, most recently at Florida Community Bank, N.A., where she served as the SEC Reporting Manager from 2012 to 2016. Ms. Johnson is a certified public accountant and has a Masters of Accountancy from Florida State University.

18


EXECUTIVE COMPENSATION AND OTHER MATTERS

We are providing compensation disclosure that satisfies the requirements applicable to emerging growth companies, as defined in the Jumpstart Our Business Startups Act. Our named executive officers for 2020, which consist of our principal executive officer, principal financial officer and the two other most highly compensated executive officers, are:

 

Dean O. Bass, Chairman and Chief Executive Officer of the Company and the Bank;

 

David M. McGuire, President of the Company and the President and Chief Lending Officer of the Bank;

 

 

Jerry D. Golemon, Executive Vice President and Chief Operating Officer of the Company and the Bank;

 

 

Jeffrey A. Powell, Former Executive Vice President and Chief Financial Officer of the Company and the Bank; and

 

Allison S. Johnson, Executive Vice President, Chief Financial Officer and Chief Accounting Officer of the Company and the Bank.

Summary Compensation Table

The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2020 and 2019. Except as set forth in the notes to the table, all cash compensation for each of our named executive officers was paid by the Bank, where each serves in the same capacity.

 

Name and Principal Position

 

Year

 

Salary

($)

 

 

Bonus

($)

 

 

 

Stock

Awards(1)

($)

 

 

Option

Awards(1)

($)

 

 

Non-Equity

Incentive Plan

Compensation

($)

 

 

Nonqualified

Deferred

Compensation

Earnings

($)

 

 

All Other

Compensation

($)(2)(3)

 

 

Total

($)

 

Dean O. Bass

 

2020

 

 

574,818

 

 

 

300,000

 

 

 

 

112,750

 

 

 

 

 

 

 

 

 

 

 

 

50,166

 

 

 

1,037,734

 

Chairman of the

Board and Chief

Executive Officer

 

2019

 

 

535,377

 

 

 

295,000

 

 

 

 

179,280

 

 

 

 

 

 

 

 

 

 

 

 

49,173

 

 

 

1,058,830

 

David M. McGuire

 

2020

 

 

550,947

 

 

 

290,000

 

 

 

 

108,240

 

 

 

 

 

 

 

 

 

 

 

 

40,822

 

 

 

990,009

 

President

 

2019

 

 

512,191

 

 

 

280,000

 

 

 

 

179,280

 

 

 

 

 

 

 

 

 

 

 

 

43,156

 

 

 

1,014,627

 

Jerry D. Golemon

 

2020

 

 

317,615

 

 

 

80,000

 

 

 

 

76,670

 

 

 

 

 

 

 

 

 

 

 

 

35,007

 

 

 

509,292

 

Executive Vice

President and Chief

Operating Officer

 

2019

 

 

287,143

 

 

 

25,000

 

 

 

 

89,640

 

 

 

 

 

 

 

 

 

 

 

 

40,097

 

 

 

441,880

 

Jeffrey A. Powell(4)

 

2020

 

 

13,924

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,302

 

 

 

17,226

 

Former Executive Vice

President and Chief

Financial Officer

 

2019

 

 

284,343

 

 

 

 

 

 

 

89,640

 

 

 

 

 

 

 

 

 

 

 

 

72,379

 

 

 

446,362

 

Allison S. Johnson(5)

 

2020

 

 

230,180

 

 

 

70,000

 

 

 

 

50,290

 

 

 

 

 

 

 

 

 

 

 

 

33,173

 

 

 

383,643

 

Executive Vice

President, Chief

Financial Officer and Chief Accounting Officer

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Assumptions used in the calculation of the amounts in these columns are included in Note 15 to our audited consolidated financial statements included in our 2020 Form 10-K filed with the SEC on March 5, 2021. The amounts represent the aggregate grant date fair values of equity awards granted during the applicable year, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718.

(2)

All other compensation for 2020 includes the following:

19


 

 

 

401(k)

Company

Match

 

 

Medical

Insurance

 

 

Club

Dues and

Expenses

 

 

Automobile

Expense

 

 

Bank

Scholarship

 

 

Total

 

Dean O. Bass

 

$

14,583

 

 

$

8,328

 

 

$

17,278

 

 

$

9,977

 

 

$

 

 

$

50,166

 

David M. McGuire

 

 

14,583

 

 

 

7,440

 

 

 

13,852

 

 

 

4,947

 

 

 

 

 

 

40,822

 

Jerry D. Golemon

 

 

11,400

 

 

 

8,556

 

 

 

5,131

 

 

 

9,920

 

 

 

 

 

 

35,007

 

Jeffrey A. Powell

 

 

 

 

 

634

 

 

 

752

 

 

 

1,916

 

 

 

 

 

 

3,302

 

Allison S. Johnson

 

 

11,762

 

 

 

2,070

 

 

 

7,341

 

 

 

12,000

 

 

 

 

 

 

33,173

 

 

(3)

All other compensation for 2019 includes the following:

 

 

 

401(k)

Company

Match

 

 

Medical

Insurance

 

 

Club

Dues and

Expenses

 

 

Automobile

Expense

 

 

Bank

Scholarship

 

 

Total

 

Dean O. Bass

 

$

16,800

 

 

$

9,247

 

 

$

10,746

 

 

$

12,380

 

 

$

 

 

$

49,173

 

David M. McGuire

 

 

16,800

 

 

 

10,109

 

 

 

8,501

 

 

 

6,746

 

 

 

1,000

 

 

 

43,156

 

Jerry D. Golemon

 

 

16,800

 

 

 

8,271

 

 

 

5,131

 

 

 

9,895

 

 

 

 

 

 

40,097

 

Jeffrey A. Powell

 

 

 

 

 

7,629

 

 

 

5,986

 

 

 

58,764

 

 

 

 

 

 

72,379

 

Allison S. Johnson

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4)

Mr. Powell passed away in January 2020. Upon his passing, all of Mr. Powell’s unvested stock options and RSUs were immediately vested. Please refer to our Current Report on Form 8-K filed with the SEC on January 15, 2020 for more information.

(5)

Ms. Johnson was appointed to serve as Executive Vice President and Chief Financial Officer of both the Company and the Bank on November 19, 2020. Ms. Johnson previously served as our Interim Chief Financial Officer from January 14, 2020 to November 19, 2020. Ms. Johnson has served as Chief Accounting Officer since 2016. Please refer to our Current Report on Form 8-K filed with the SEC on November 23, 2020 for more information.

 

Annual Cash Incentive Plan

Our executive compensation program is designed to attract, retain and motivate key executives to maximize performance and long-term shareholder value. Our bonus program and our overall compensation strategy for executive officers is designed by our compensation committee with a goal of providing competitive compensation and tying a meaningful portion of compensation to financial and operating performance that align executives’ and shareholders’ interests and reward long-term growth and performance.

Historically, the compensation committee has provided discretionary cash bonuses after the end of each fiscal year. The amount of these discretionary awards, if any, has been based on an overall assessment of our performance, while taking into consideration other factors such as market conditions, regulatory changes, accounting changes, tax law changes and other items that may impact our strategic direction.

For 2020 performance, based on the discretionary factors described above, our compensation committee awarded the following cash bonuses to our named executive officers:

 

Dean O. Bass

$

300,000

 

David M. McGuire

 

290,000

 

Jerry D. Golemon

 

80,000

 

Jeffrey A. Powell

 

-

 

Allison S. Johnson

 

70,000

 

 

We intend to continue to provide annual cash bonuses to reward achievement of financial or operational goals so that total compensation is reflective of actual company and individual performance. Our compensation committee is currently working to provide incentive targets that tie compensation to our performance in 2021. These performance criteria may include a discretionary provision for factors such as successful capital raises, acquisitions and stock price performance.

 

 

20


Outstanding Equity Awards at 2020 Fiscal Year-End

The following table sets forth information relating to the unexercised options and outstanding equity awards held by the named executive officers as of December 31, 2020.

 

 

 

Option Awards

 

 

Stock Awards

 

Name

 

Number of

Securities

Underlying

Unexercised

Options

Exercisable

(#)

 

 

Number of

Securities

Underlying

Unexercised

Options

Unexercisable

(#)

 

 

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

 

 

Option

Exercise

Price

($)

 

 

Option

Expiration

Date

 

 

Number

of shares

or units

of stock

that have

not

vested

(#)

 

 

Market

value of

shares

or units

of stock

that

have not

vested

($)

 

 

Equity

incentive

plan

awards:

Number of

unearned

shares,

units

or other

rights that

have not

vested

(#)

 

 

Equity

incentive

plan

awards:

Market or

payout

value of

unearned

shares,

units or

other

rights that

have

not vested

($)

 

 

Vesting

Date

 

Dean O. Bass

 

 

29,048

 

 

 

 

 

 

 

$

10.50

 

 

8/18/21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

10,000

 

 

 

 

 

 

 

$

12.00

 

 

6/1/22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

15,000

 

 

 

 

 

 

 

$

13.00

 

 

3/21/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

25,000

 

 

 

 

 

 

 

$

13.00

 

 

2/20/24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

15,000

 

 

 

 

 

 

 

$

16.00

 

 

2/19/25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

20,000

 

 

 

5,000

 

 

 

 

 

$

13.00

 

 

5/26/26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

9,000

 

 

 

6,000

 

 

 

 

 

$

15.00

 

 

2/23/27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

6,000

 

 

 

9,000

 

 

 

 

 

$

21.00

 

 

5/3/28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,400

 

 

 

143,424

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,500

 

 

 

112,750

 

 

 

 

 

 

 

 

 

(5

)

David M. McGuire

 

 

19,524

 

 

 

 

 

 

 

$

10.50

 

 

8/18/21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

15,000

 

 

 

 

 

 

 

$

12.00

 

 

6/1/22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

20,000

 

 

 

 

 

 

 

$

13.00

 

 

3/21/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

25,000

 

 

 

 

 

 

 

$

13.00

 

 

2/20/24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

15,000

 

 

 

 

 

 

 

$

16.00

 

 

2/19/25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

20,000

 

 

 

5,000

 

 

 

 

 

$

13.00

 

 

5/26/26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

 

9,000

 

 

 

6,000

 

 

 

 

 

$

15.00

 

 

2/23/27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

6,000

 

 

 

9,000

 

 

 

 

 

$

21.00

 

 

5/3/28

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,400

 

 

 

143,424

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,000

 

 

 

108,240

 

 

 

 

 

 

 

 

 

(6

)

Jerry D. Golemon

 

 

5,000

 

 

 

 

 

 

 

$

10.50

 

 

8/20/20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

2,500

 

 

 

 

 

 

 

$

10.50

 

 

9/1/21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

5,000

 

 

 

 

 

 

 

$

12.00

 

 

11/1/22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

7,500

 

 

 

 

 

 

 

$

13.00

 

 

9/15/23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

7,500

 

 

 

 

 

 

 

$

13.00

 

 

10/1/24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested

 

 

 

 

5,000

 

 

 

 

 

 

 

$

16.00

 

 

8/15/25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested