Third Coast Bancshares (TCBX) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, to elect directors, approve an amended incentive plan, and ratify the auditor appointment.

• Shareholders can vote in person, by mail, phone, or online, with a record date of March 27, 2026.

• The board recommends voting in favor of all proposals, including director elections, the incentive plan, and auditor ratification.

• Proxy materials and annual reports are available online for shareholder review.

Voting matters and shareholder proposals

• Proposal 1: Elect four Class A directors (term until 2029) and one Class C director (term until 2028).

• Proposal 2: Approve the Amended and Restated 2019 Omnibus Incentive Plan, increasing share reserve by 375,000 and adding governance enhancements.

• Proposal 3: Ratify Whitley Penn LLP as independent auditor for 2026.

• Shareholders may submit proposals for the 2027 meeting by December 17, 2026, and director nominations by January 21, 2027.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; 14 members if all nominees are elected.

• 12 of 16 current directors are independent under NYSE and SEC rules.

• Board leadership combines CEO and Chairman roles, with a Lead Independent Director overseeing executive sessions.

• Committees include Audit, Compensation, and Corporate Governance/Nominating, all with independent members.

• Code of Business Conduct, hedging restrictions, whistleblower policy, and governance guidelines are in place.