SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ____)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
| Check | the appropriate box: |
| | |
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material under §240.14a-12 |
Texas Community Bancshares,
Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 17, 2025
Dear Fellow Stockholder:
2024 was a transformational year for Texas Community
Bancshares and Broadstreet Bank and the forward momentum is gaining traction. I am excited to share some of our accomplishments for the
year. We were able to rebalance a good portion of the Banks’ balance sheet, resulting in a loss for the year but positioning us
much better for either a rates up or rates down environment. We made many upgrades in technology to improve our ability to compete and
we were able to find savings in operating expenses to offset the cost of these much-needed upgrades. We were able to add to our branch
network a new branch that is already self-supporting, as well as key staff members in the areas of accounting, HR, and compliance. Additionally,
the Bank was named one of “The best banks to work for” by American Banker Magazine.
We continue to analyze our processes to look for
efficiencies that will improve customer service. We are focused on strategies to mitigate interest rate risk and to be successful in a
rates up or rates down environment. Our asset quality remains strong and we have improved our credit monitoring practices.
The Board of Directors, Senior Management Team,
and our staff invite you to join us at the 4th annual meeting of stockholders at the Bank’s main office, located at 215
West Broad Street, Mineola, Texas, at 10:00 a.m. Central time, on Tuesday, May 20th, 2025. The notice of annual meeting and
the proxy statement appearing on the following pages describe the formal business to be transacted at the meeting.
It is important that your shares are represented
at this meeting, regardless of the number of shares you own. To ensure your shares are represented, we urge you to vote promptly by completing
and mailing the enclosed proxy card or by voting via the Internet. Internet voting instructions appear on the enclosed proxy card.
Sincerely,
Jason Sobel
President and Chief Executive Officer
TEXAS COMMUNITY BANCSHARES, INC.
215 West Broad Street
Mineola, Texas 75773
(903) 569-2602
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| DATE AND
TIME | Tuesday,
May 20, 2025 |
| PLACE |
Broadstreet Bank, SSB Main Office |
| ITEMS OF BUSINESS |
(1) |
To elect one director to serve for a term of three years; |
| (2) | To ratify the appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year
ending December 31, 2025; and |
| (3) | To transact any other business that may properly come before the meeting and any adjournment or postponement of the meeting. (Note:
The Board of Directors is not aware of any other business to come before the meeting.) |
| | | |
| RECORD DATE | To be eligible to vote, you must have been a stockholder as of the close of business on March 27, 2025. |
| | |
| PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet
or by mail by completing the accompanying proxy card and returning it in the enclosed self-addressed envelope. Voting instructions are
printed on the proxy card. You may revoke a proxy at any time before its exercise at the meeting by following the instructions in the
accompanying proxy statement. |
| | |
| | BY ORDER OF THE BOARD OF DIRECTORS
|
| |  |
| | Sheree A. Mize |
| | Corporate Secretary |
Mineola, Texas
April 17, 2025
TEXAS COMMUNITY BANCSHARES, INC.
PROXY STATEMENT
FOR
2025 ANNUAL MEETING OF STOCKHOLDERS
GENERAL INFORMATION
Texas Community Bancshares, Inc. is the holding
company for Broadstreet Bank, SSB. In this proxy statement, we may also refer to Texas Community Bancshares, Inc. as “Texas Community
Bancshares,” the “Company,” “we,” “our” or “us” and to Broadstreet Bank, SSB as
“Broadstreet Bank” or the “Bank.”
We are providing this proxy statement to you in
connection with the solicitation of proxies by our Board of Directors for the 2025 annual meeting of stockholders and for any adjournment
or postponement of the annual meeting. We will hold the annual meeting at Broadstreet Bank’s main office, located at 215 West Broad
Street, Mineola, Texas, on Tuesday, May 20, 2025, at 10:00 a.m., local time.
We intend to mail this proxy statement and a proxy
card to stockholders of record beginning on or about April 17, 2025.
Important
Notice Regarding the Availability of Proxy Materials
for
the STOCKholder Meeting to Be Held on MAY 20, 2025
This proxy statement is available at www.annualgeneralmeetings.com/TXCommunity.
Also available at this website address is our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, which
includes our audited consolidated financial statements for the fiscal year ended December 31, 2024.
INFORMATION ABOUT VOTING
Who May Vote at the Meeting
You are entitled to vote your shares of Texas Community
Bancshares common stock if our records show that you held your shares as of the close of business on March 27, 2025. As of the close of
business on that date, a total of 3,061,652 shares of common stock were outstanding and entitled to be voted. Each share of common stock
has one vote.
Our Articles of Incorporation provide that record
holders of our common stock who beneficially own, either directly or indirectly, more than 10% of our outstanding shares of common stock
are not entitled to any vote with respect to the shares held in excess of the 10% limit.
Ownership of Shares
You may own your shares of common stock of Texas
Community Bancshares in one or more of the following ways:
| · | Directly in your name as stockholder of record; |
| · | Indirectly through a broker, bank or other holder of record in “street name;” |
| · | Indirectly through the Broadstreet Bank, SSB Employee Stock Ownership Plan (the “ESOP”); or |
| · | Indirectly through the Broadstreet Bank, SSB 401(k) Profit Sharing Plan (the “401(k) Plan”). |
If your shares are registered directly in your
name, you are the holder of record of those shares and we are sending these proxy materials directly to you. As the holder of record,
you have the right to give your proxy directly to us to vote at the annual meeting or you may vote in person at the annual meeting.
If you hold your shares in street name, your broker,
bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker,
bank or other holder of record how to vote by completing a voting instruction form that accompanies your proxy materials. Your broker,
bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Refer to the instruction
form provided by your broker, bank or other holder of record that accompanies your proxy materials. If you want to vote your shares of
common stock held in street name in person at the annual meeting, you must obtain a written proxy in your name from the broker, bank or
other holder who is the record holder of your shares.
If you own shares of common stock indirectly through
the ESOP, see “Participants in the ESOP” below.
Attending the Meeting
Stockholders are invited to attend the annual meeting.
If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership
are a recent brokerage account statement or a letter from your bank or broker.
Quorum and Vote Required
Quorum.
We will have a quorum and be able to conduct the business of the annual meeting if a majority of the outstanding shares of Texas Community
Bancshares common stock entitled to vote, represented in person or by proxy, are present at the meeting.
Votes
Required for Proposals. In voting on the election of directors (Item 1), you may vote in favor of the nominees or withhold
your vote as to the nominees. There is no cumulative voting for the election of directors. Directors must be elected by a plurality of
the votes cast at the annual meeting. This means that the nominees receiving the largest number of votes cast will be elected up to the
maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is
three.
In voting on the ratification of the appointment
of the independent registered public accounting firm (Item 2), you may vote in favor of the proposal, vote against the proposal, or abstain
from voting. The affirmative vote of a majority of the votes cast at the annual meeting and entitled to vote is required to approve this
proposal.
Effect of Not Casting Your Vote
If you hold your shares in street name through
a broker, bank or other nominee of record, it is critical that you cast your vote if you want it to count in the election of directors
(Item 1). Your broker, bank or other holder of record does not have discretion to vote your uninstructed shares with respect to this matter.
Therefore, if you hold your shares in street name and you do not instruct your broker or other holder of record on how to vote on Item
1, no votes will be cast on your behalf. These are referred to as “broker non-votes.” Your broker, bank or other holder of
record, however, does have discretion to vote any uninstructed shares on the ratification of the appointment of the independent registered
public accounting firm (Item 2). If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf
on any of the items of business at the annual meeting.
How We Count the Votes
If you return valid proxy instructions or attend
the meeting in person, we will count your shares to determine whether there is a quorum, even if you abstain from voting. Broker non-votes
also will be counted to determine the existence of a quorum.
In counting votes for the election of directors,
votes that are withheld and broker non-votes will have no effect on the outcome of the election.
In counting votes on the proposal to ratify the
appointment of Forvis Mazars, LLP to serve as the independent registered public accounting firm, we will not count abstentions and broker
non-votes as votes cast. Therefore, abstentions and broker non-votes will have no effect on the outcome of the vote on the proposal.
Voting by Proxy
We are sending you this proxy statement to request
that you allow your shares of Texas Community Bancshares common stock to be represented at the annual meeting by the designated proxies
named by the Board of Directors. All shares of common stock represented at the annual meeting by properly executed and dated proxies will
be voted according to the instructions indicated on the proxy card. If you sign, date and return a proxy card without giving voting instructions,
your shares will be voted as recommended by our Board of Directors.
The Board of Directors unanimously recommends
a vote:
| | · | “FOR” the election of the nominee
for director; and |
| | | |
| · | “FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the independent registered public
accounting firm. |
If any matters not described in this proxy statement
are properly presented at the annual meeting, the persons named in the proxy card will use their own best judgment as to how to vote your
shares. This would include a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is
postponed or adjourned, your common stock may be voted by the persons named in the proxy card on the new meeting date as well, unless
you have revoked your proxy. We do not know of any other matters to be presented at the annual meeting.
Instead of voting by completing and mailing a proxy
card, registered stockholders can vote their shares of Texas Community Bancshares common stock via the Internet. The Internet voting procedures
are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that
their instructions have been recorded properly. Specific instructions for Internet voting appear on the enclosed proxy card. The deadline
for voting by Internet is 11:59 p.m., Central Time, on May 19, 2025.
Revoking Your Proxy
Whether you vote by mail or via the Internet, if
you are a registered stockholder, unless otherwise noted, you may later revoke your proxy by:
| · | sending a written statement to that effect to our Corporate Secretary; |
| · | submitting a properly signed proxy card with a later date; |
| · | voting via the Internet at a later time (if initially able to vote in that manner) so long as such vote is received by the applicable
time and date set forth above for registered stockholders; or |
| · | voting in person at the annual meeting (Note: Attendance at the annual meeting will not, in itself, constitute revocation of
your proxy). |
If you hold your shares through a bank, broker,
trustee or nominee and you have instructed the bank, broker, trustee or nominee to vote your shares, you must follow the directions received
from you bank, broker, trustee or nominee to change those instructions.
Participants in the ESOP
If you participate in the ESOP, you will receive
a voting instruction card that reflects all shares that you may direct the trustees to vote on your behalf under the ESOP. Under the terms
of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each participant in the ESOP may direct the trustee how to vote the
shares of common stock allocated to his or her account. The ESOP trustee, subject to the exercise of its fiduciary duties, will vote all
unallocated shares of common stock held by the ESOP and all allocated shares for which no timely voting instructions are received in the
same proportion as shares for which it has received valid voting instructions. The deadline for returning your voting instruction card
is May 13, 2025.
CORPORATE GOVERNANCE
General
Texas Community Bancshares periodically reviews
its corporate governance policies and procedures to ensure that it meets the highest standards of ethical conduct, reports results with
accuracy and transparency and fully complies with the laws, rules and regulations that govern its operations. As part of this periodic
corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for Texas Community
Bancshares.
Director Independence
The Board of Directors currently consists of 12
members. Because our common stock is listed on the Nasdaq Stock Market, we refer to the definition of “independent director”
contained in the listing standards of the Nasdaq Stock Market when determining the independence of our directors. The Board of Directors
has determined that each of our directors is “independent” as defined in the listing standards of the Nasdaq Stock Market
except for Jason Sobel and Anthony R. Scavuzzo. Mr. Sobel is not considered independent because he is employed by us. Mr. Scavuzzo is
not considered independent because he is the son-in-law of James H. Herlocker, III, who served as an executive officer of the Company
during the past three years. Mr. Herlocker retired as Chairman, President and Chief Executive Officer in November 2023. In determining
the independence of our directors, the board of directors considered relationships between Broadstreet Bank and our directors that are
not required to be reported under “Other Information Relating to Directors and Executive Officers – Transactions With Certain
Related Persons,” above, consisting of loans and deposit accounts that our directors maintain at Broadstreet Bank.
Board Leadership Structure and Board’s Role in Risk Oversight
The Board of Directors has determined that the
separation of the offices of Chairman of the Board and of President and Chief Executive Officer enhances Board independence and oversight.
Moreover, the separation of these offices allows the President and Chief Executive Officer to better focus on his growing responsibilities
of managing the daily operations of the Company and Broadstreet Bank, while allowing the Chairman of the Board to lead the Board of Directors
in its fundamental role of providing advice to and independent oversight of management. Glen Thurman serves as the Chairman of the Board,
and he is considered independent under the listing standards of the Nasdaq Stock Market.
Risk is inherent with every business, and how well
a business manages risk can ultimately determine its success. We face several risks, including credit risk, interest rate risk, liquidity
risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks Texas Community
Bancshares faces, while the Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management.
In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed
and implemented by management are adequate and functioning as designed. Senior management also attends Board meetings and is available
to address any questions or concerns raised by the Board of Directors on risk management and any other matters.
Committees of the Board of Directors
The following table identifies our standing committees
and their members. The members of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee
are considered independent according to the relevant listing standards of the Nasdaq Stock Market. The charter of each committee is available
in the Investors section of Broadstreet Bank’s website (www.broadstreet.bank).
| Director |
|
Audit Committee |
|
Compensation Committee |
|
Nominating and
Corporate
Governance
Committee |
| Demethrius T. Boyd |
|
|
|
|
|
X |
| Clifton D. Bradshaw |
|
X |
|
|
|
|
| James B. Harder |
|
X (Chair) |
|
|
|
X |
| Kerry A. Kindle |
|
X |
|
|
|
|
| Mark A. Pickens |
|
X |
|
|
|
|
| Kerry Nan Saucier |
|
|
|
X |
|
|
| Anthony R. Scavuzzo |
|
|
|
|
|
|
| Johnny Sherrill |
|
|
|
X |
|
X |
| Robert L. Smith, III |
|
|
|
X (Chair) |
|
X |
| Jason Sobel |
|
|
|
|
|
|
| Bryan Summerville |
|
|
|
X |
|
|
| Glen Thurman |
|
|
|
X |
|
X (Chair) |
| Number of Meetings in Fiscal Year 2024 |
|
6 |
|
7 |
|
2 |
Audit
Committee. The Audit Committee is established according to the requirements of the Securities Exchange Act of 1934, as
amended. The Audit Committee meets periodically with the independent registered public accounting firm and management to review accounting,
auditing, internal control structure and financial reporting matters. The Board of Directors has determined that Mark A. Pickens is an
“audit committee financial expert” under the rules of the Securities and Exchange Commission. The report of the Audit Committee
required by the rules of the Securities and Exchange Commission is included in this proxy statement. See “Report of the Audit
Committee.”
Compensation
Committee. The Compensation Committee approves the compensation objectives for Texas Community Bancshares and the Bank,
establishes the compensation for Texas Community Bancshares’s and the Bank’s senior management and conducts the performance
review of the President and Chief Executive Officer. The Compensation Committee reviews all components of compensation, including salaries,
cash incentive plans, long-term incentive plans and various employee benefit matters. The Committee also assists the Board of Directors
in evaluating potential candidates for executive positions.
Nominating
and Corporate Governance Committee. The Nominating and Corporate Governance Committee assists the Board of Directors in:
(i) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (ii) recommending to the
Board the director nominees for the next annual meeting; (iii) implementing policies and practices relating to corporate governance, including
implementation of and monitoring adherence to corporate governance guidelines; (iv) leading the Board in its annual review of the Board’s
performance; and (v) recommending director nominees for each committee.
Minimum
Qualifications for Director Nominees. The Nominating and Corporate Governance Committee has adopted a set of criteria that
it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility
requirements set forth in our Bylaws, which include a requirement that the candidate had not been subject to certain criminal or regulatory
actions and a residency requirement. A candidate also must meet any qualification requirements set forth in any Board of Directors or
committee governing documents.
If a candidate is deemed eligible for election
to the Board of Directors, the Nominating and Corporate Governance Committee will then evaluate the following criteria in selecting nominees:
| · | contributions to the range of talent, skill and expertise of the Board of Directors; |
| · | financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations
of public companies and ability to read and understand financial statements; |
| · | familiarity with our market area and participation in and ties to local businesses and local civic, charitable and religious organizations; |
| · | personal and professional integrity, honesty and reputation; |
| · | the ability to represent the best interests of our stockholders and the best interests of Texas Community Bancshares; |
| · | the ability to devote sufficient time and energy to the performance of his or her duties; and |
| · | independence, as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria. |
The Nominating and Corporate Governance Committee
will also consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory
disclosure obligations.
When nominating an existing director for re-election
to the Board of Directors, the Nominating and Corporate Governance Committee will consider and review an existing director’s attendance
and performance at Board meetings and at meetings of committees on which he serves; length of Board service; the experience, skills and
contributions that the existing director brings to the Board; and independence.
Director
Nomination Process. The process that the Nominating and Corporate Governance Committee follows to identify and evaluate
individuals to be nominated for election to the Board of Directors is as follows:
For purposes of identifying nominees for the Board
of Directors, the Nominating and Corporate Governance Committee relies on personal contacts of the committee members and other members
of the Board of Directors, as well as its knowledge of members of the communities the Bank serves. The Nominating and Corporate Governance
Committee will also consider director candidates recommended by stockholders according to the policy and procedures set forth below. The
Nominating and Corporate Governance Committee has not used an independent search firm to identify nominees.
In evaluating potential nominees, the Nominating
and Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by
evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating and Corporate
Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities
of the prospective nominee and the contributions he or she would make to the Board.
Consideration
of Director Candidates Recommended by Stockholders. The policy of the Nominating and Corporate Governance Committee is
to consider director candidates recommended by stockholders who appear to be qualified to serve on the Board of Directors. The Nominating
and Corporate Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors
and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid
the unnecessary use of the Nominating and Corporate Governance Committee’s resources, the Nominating and Corporate Governance Committee
will consider only those director candidates recommended in accordance with the procedures set forth below.
Procedures
to be Followed by Stockholders. To submit a recommendation of a director candidate to the Nominating and Corporate Governance
Committee, a stockholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate
Governance Committee, care of the Corporate Secretary, at our main office address:
| · | A statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance
Committee; |
| · | The name and address of the stockholder as they appear on Texas Community Bancshares’s books, and of the beneficial owner, if
any, on whose behalf the nomination is made; |
| · | The class or series and number of shares of Texas Community Bancshares capital stock that are owned beneficially or of record by such
stockholder and such beneficial owner; |
| · | A description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons
(including their names) pursuant to which the nomination(s) are to be made by such stockholder; |
| · | A representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the
stockholder’s notice; |
| · | The name, age, personal and business address of the candidate, the principal occupation or employment of the candidate; |
| · | The candidate’s written consent to serve as a director; |
| · | A statement of the candidate’s business and educational experience and all other information relating to such person that would
indicate such person’s qualification to serve on the Board of Directors; and |
| · | Such other information regarding the candidate or the stockholder as would be required to be included in Texas Community Bancshares’s
proxy statement pursuant to Regulation 14A of the Securities and Exchange Commission. |
For a director candidate to be considered for nomination
at Texas Community Bancshares’s annual meeting of stockholders, the recommendation must be received by the Nominating and Corporate
Governance Committee at least 120 calendar days before the date on which Texas Community Bancshares’s proxy statement for the previous
year’s annual meeting was released to stockholders, advanced by one year.
Board and Committee Meetings
The business of Texas Community Bancshares and
Broadstreet Bank is conducted through meetings and activities of their respective Boards of Directors and committees. During the fiscal
year ended December 31, 2024, the Board of Directors of Texas Community Bancshares held nine meetings and the Board of Directors of Broadstreet
Bank held eleven meetings. No director attended fewer than 75% of the total meetings of the Board of Directors and of the committees on
which they served.
Director Attendance at Annual Meeting
The Board of Directors encourages each director
to attend the annual meeting of stockholders. All the directors then serving attended last year’s annual meeting of stockholders.
Codes of Ethics
We have adopted a Code of Ethics for Senior Officers
and a Code of Business Conduct and Ethics. Both are designed to ensure that our directors and employees meet the highest standards of
ethical conduct. The Code of Ethics for Senior Officers, which applies to our principal executive officer and principal financial officer,
addresses conflicts of interest, the treatment of confidential information, and compliance with applicable laws, rules and regulations.
The Code of Business Conduct and Ethics, which applies to all employees and directors, addresses conflicts of interest, the treatment
of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, both codes
are designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure
and compliance with all applicable laws, rules and regulations. The Code of Ethics for Senior Officers and the Code of Business Conduct
and Ethics are available in the Investors section of Broadstreet Bank’s website (www.broadstreet.bank).
Anti-Hedging Policy
Texas Community Bancshares has adopted a policy
that prohibits directors, officers and employees of the Company or any of its subsidiaries, and their related persons, from purchasing
or selling, or offering to purchase or offering to sell, derivative securities relating to the Company’s common stock, whether or
not issued by the Company, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s
common stock.
Report
of the Audit Committee
Texas Community Bancshares’s management is
responsible for Texas Community Bancshares’s internal control over financial reporting. The independent registered public accounting
firm is responsible for performing an independent audit of our consolidated financial statements and issuing an opinion on the conformity
of those financial statements with accounting principles generally accepted in the United States of America. The Audit Committee oversees
Texas Community Bancshares’s internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the Audit Committee has met and
held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee
that Texas Community Bancshares’s consolidated financial statements were prepared in accordance with accounting principles generally
accepted in the United States of America, and the Audit Committee has reviewed and discussed the consolidated financial statements with
management and with the independent registered public accounting firm. The Audit Committee has discussed with the independent registered
public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board (United States) Auditing Standard
No. 1301, Communications with Audit Committees, which include the quality, and not just the acceptability, of the accounting principles,
the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.
In addition, the Audit Committee has received the
written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the
Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the firm’s independence
from Texas Community Bancshares and its management. In concluding that the independent registered public accounting firm is independent,
the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.
The Audit Committee discussed with the independent
registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered
public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of Texas Community
Bancshares’s internal control over financial reporting and the overall quality of its financial reporting process.
In performing these functions, the Audit Committee
acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of management, which
has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in
their report, express an opinion on the conformity of Texas Community Bancshares’s financial statements to accounting principles
generally accepted in the United States of America. The Audit Committee’s oversight does not provide it with an independent basis
to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal
control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore,
the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not
assure that Texas Community Bancshares’s financial statements are presented in accordance with accounting principles generally accepted
in the United States of America, that the audit of the financial statements has been carried out in accordance with the standards of the
Public Company Accounting Oversight Board or that the independent registered public accounting firm is in fact “independent.”
Relying on the reviews and discussions referred
to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited consolidated
financial statements be included in Texas Community Bancshares’s Annual Report on Form 10-K for the year ended December 31, 2024,
for filing with the Securities and Exchange Commission. The Audit Committee has appointed, subject to stockholder ratification, Forvis
Mazars, LLP to serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
Audit Committee of the Board of Directors
of
Texas Community Banschares, Inc.
James B. Harder (Chair)
Clifton D. Bradshaw
Kerry A. Kindle
Mark A. Pickens
Directors’
Compensation
The following table provides the compensation received
by the individuals who served as our directors during the fiscal year ended December 31, 2024, other than Mr. Sobel whose compensation,
including as a director, is disclosed later in this proxy statement under “Executive Compensation.” The table excludes perquisites,
which did not exceed $10,000 in the aggregate for each director. Each director of Texas Community Bancshares also serves as a director
of Broadstreet Bank. All fees disclosed in the table below were paid by Broadstreet Bank. No separate fees were paid by Texas Community
Bancshares.
| | |
Fees Earned or Paid in Cash | | |
Stock Awards | | |
Stock Option Awards | | |
Nonequity Incentive Plan Compensation | | |
All Other Compensation | | |
Total | |
| Demethrius T. Boyd | |
$ | 24,000 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 24,000 | |
| Clifton D. Bradshaw | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| James B. Harder | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Kerry A Kindle | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Sheree A. Mize (1) | |
| 10,000 | | |
| — | | |
| — | | |
| 20,000 | (2) | |
| 137,673 | (3) | |
| 167,673 | |
| Mark A. Pickens | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Jerry Presswood (4) | |
| 10,000 | | |
| — | | |
| — | | |
| — | | |
| 36,953
| (5) | |
| 46,953 | |
| Kerry Nan Saucier | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Anthony Scavuzzo | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Johnny Sherrill | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Robert L. Smith, III | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Bryan Summerville | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| Glen Thurman | |
| 24,000 | | |
| — | | |
| — | | |
| — | | |
| — | | |
| 24,000 | |
| (1) | Ms. Mize’s service as a director ended on May 21, 2024. |
| (2) | Represents incentive compensation paid to Ms. Mize based on the net income of Broadstreet Bank and her tenure as an employee of the
Bank. |
| (3) | Ms. Mize also serves as an employee of Broadstreet Bank in the capacity as Corporate Secretary. This amount represents $109,760 paid
as salary, $6,488 received as matching contributions under the 401(k) Plan, $12,807 contributed on her behalf to the Deferred Incentive
Compensation Plan, $233 attributable to the taxable value of life insurance provided to her by Broadstreet Bank and $8,385 attributable
to her ESOP allocation. |
| (4) | Mr. Presswood’s service as a director ended on May 21, 2024. |
| (5) | Represents a payment made to Mr. Presswood in connection with the completion of his service as a director. |
Compensation
Agreement with Mr. Smith. Broadstreet Bank entered into a Compensation Agreement with Mr. Smith on January 1, 1996.
Under the Compensation Agreement, since Mr. Smith has served more than 10 years on the board of directors, Broadstreet Bank has agreed
to pay Mr. Smith a total of $270,000 at the rate of $1,500 per month for a period of 180 months. The cost of the plan has been shared
between Mr. Smith and Broadstreet Bank. If Mr. Smith dies before receiving all payments under the agreement, Broadstreet Bank will continue
to make the monthly payments to his beneficiary until all payments have been made under the agreement.
Stock
Ownership
The following table provides information as of
March 27, 2025, about the beneficial owners known to Texas Community Bancshares that own more than 5% of our outstanding common stock.
A person may be considered to beneficially own any shares of common stock over which the person has, directly or indirectly, sole or shared
voting or investment power.
| Name and Address | |
Number of Shares
Owned | | |
Percent
of Common Stock
Outstanding (1) | |
Broadstreet Bank, SSB Employee Stock Ownership Plan
215 West Broad Street
Mineola, TX 75773 | |
| 255,470
| (2) | |
8.3 | % |
| (1) | Based on 3,061,652 shares outstanding as of March 27, 2025. |
| (2) | Based on a Schedule 13 filed with the Securities and Exchange Commission on February 11, 2025. |
The following table provides information, as of
March 27, 2025, about the shares of common stock beneficially owned by each nominee for director, by each director continuing in office,
by each executive officer, and by all directors and executive officers as a group. A person may be considered to beneficially own any
shares of common stock over which he has, directly or indirectly, sole or shared voting or investment power or has the right to acquire,
by the exercise of stock options or otherwise, sole or shared voting or investment power within 60 days of March 27, 2025. Unless otherwise
indicated, each named individual has sole voting power and sole investment power with respect to the shares shown, none of the named individuals
has pledged his or her shares, and each named director nominee and director continuing in office has 3,257 shares subject to stock options
exercisable within 60 days of March 27, 2025, included in the number of shares owned.
| | |
Number of Shares
Owned | | |
Percent of Common
Stock Outstanding (1) | |
| Director Nominees and Directors Continuing in Office: | |
| | | |
| | |
| Demethrius T. Boyd | |
| 7,414 | | |
| * | |
| Clifton D. Bradshaw | |
| 32,214
| (2) | |
| 1.1 | |
| James B. Harder | |
| 9,014 | (3) | |
| * | |
| Kerry A. Kindle | |
| 56,514 | (4) | |
| 1.8 | |
| Mark A. Pickens | |
| 31,514 | | |
| 1.0 | |
| Kerry Nan Saucier | |
| 11,514 | | |
| * | |
| Anthony R. Scavuzzo | |
| 89,322 | | |
| 2.9 | |
| Johnny Sherrill | |
| 56,514 | | |
| 1.8 | |
| Robert L. Smith, III | |
| 34,014 | | |
| 1.1 | |
| Jason Sobel | |
| 51,673
| (9) | |
| 1.7 | |
| Bryan Summerville | |
| 51,514 | | |
| 1.7 | |
| Glen Thurman | |
| 61,516
| (5) | |
| 2.0 | |
| | |
| | | |
| | |
| Executive Officers Who Are Not Directors: | |
| | | |
| | |
| Haskell Strange | |
| 26,865
| (6) | |
| * | |
| Julie Sharff | |
| 84,019
| (7) | |
| 2.7 | |
| Sofia Gurrusquieta | |
| 9,956
| (8) | |
| * | |
| All directors and executive officers as a group (15 persons) | |
| 613,578 | | |
| 19.5 | % |
| |
* | Less than 1%. |
| |
(1) | Based on 3,061,652 shares outstanding as of March 27, 2025. |
| |
(2) | Includes 700 shares held by Mr. Bradshaw’s spouse, 3,257 restricted shares awarded under the 2022 Equity Incentive Plan and
3,257 shares subject to stock options exercisable within 60 days of March 27, 2025. |
| |
(3) | Includes 2,500 shares held in an IRA and 3,257 restricted shares awarded under the 2022 Equity Incentive Plan and 3,257 shares subject
to stock options exercisable within 60 days of March 27, 2025. |
| |
(4) | Includes 25,000 shares held by a corporation of which Mr. Kindle is a controlling person, 3,257 restricted shares awarded under the
2022 Equity Incentive Plan and 3,257 shares subject to stock options exercisable within 60 days of March 27, 2025. |
| |
(5) | Includes 1,200 shares held in an IRA, 25,000 shares held by Mr. Thurman’s spouse, and 1,200 shares held by spouse in an IRA,
2,100 in a trust, 3,257 restricted shares awarded under the 2022 Equity Incentive Plan and 3,257 shares subject to stock options exercisable
within 60 days of March 27, 2025. |
| |
(6) | Includes 6,000 shares held in the 401(k) plan, 3,154 allocated shares held in the ESOP, 9,773 restricted shares awarded under the
2022 Equity Incentive Plan and 9,772 shares subject to stock options exercisable within 60 days of March 27, 2025. |
| |
(7) | Includes 25,000 shares held in the 401(k) plan, 25,000 shares held by Ms. Sharff’s spouse in an IRA, 3,656 allocated shares
held in the ESOP, 15,637 restricted shares awarded under the 2022 Equity Incentive Plan and 15,636 shares subject to stock options exercisable
within 60 days of March 27, 2025. |
| |
(8) | Includes 3,150 shares held in the 401(k) plan, 1,594 allocated shares held in the ESOP, 2,606 restricted shares awarded under the
2022 Equity Incentive Plan and 2,606 shares subject to stock options exercisable within 60 days of March 27, 2025. |
| |
(9) | Includes 5,452 shares held in an IRA, 861 allocated shares held in the ESOP, 23,455 restricted shares awarded under the 2022 Equity
Incentive Plan and 23,455 shares subject to stock options exercisable within 60 days of March 27, 2025. |
BUSINESS
Items to be Voted on by STOCKHOLDERs
Item 1 — Election of Directors
Texas Community Bancshares’s Board of Directors
consists of 12 members. The Board of Directors is divided into three classes with three-year staggered terms, with approximately one-third
of the directors elected each year. Each director of Texas Community Bancshares serves as a director of Broadstreet Bank. The nominee
for election is Mark A. Pickens.
As previously reported, Clifton D. Bradshaw and
Robert L. Smith, III, whose terms as directors will expire at the annual meeting, have declined to stand for re-election. Kerry A. Kindle,
whose term as a director will also expire at the annual meeting, was not nominated to serve as a director. Considering the factors set
forth in the Company’s Criteria for Director Nominees, the Nominating/Corporate Committee did not recommend his nomination to the
Board of Directors. The Board of Directors accepted this recommendation. The Board of Directors has taken action to reduce the size of
the Board of Directors to nine members effective upon the expiration of Messrs. Bradshaw’s, Smith’s and Kindle’s terms
as directors at the annual meeting.
The Board of Directors intends to vote the proxies
solicited by it in favor of the election of the nominee named above. If the nominee is unable to serve, the persons named in the proxy
card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors
may adopt a resolution to reduce the size of the Board of Directors. At this time, the Board of Directors knows of no reason why the nominee
might be unable to serve.
The Board of Directors unanimously recommends
that you vote “FOR” the nominee for director.
Information regarding the Board of Directors’
nominee and the directors continuing in office is provided below. Unless otherwise stated, everyone has held his current occupation for
the last five years. The indicated age for everyone is as of December 31, 2024. The indicated period for service as a director includes
service as a director of Broadstreet Bank. Except as noted below, there are no family relationships among the directors.
Director Nominee for Term Expiring in 2028
Mark A. Pickens (age 66) served as
President and Chief Executive Officer of the First National Bank of Edgewood from 1996 to 2017. In 2017, the First National Bank of Edgewood
was sold and the name was changed to Maple Mark Bank. In 2018, Broadstreet Bank acquired the Edgewood branch from Maple Mark Bank and
Mr. Pickens began his employment with Broadstreet Bank. He retired as an employee on May 31, 2019. After his retirement, he became a director
of Broadstreet Bank. He has served as a director since 2019.
Mr. Pickens’s extensive knowledge of the
banking industry and strong leadership skills provide us with invaluable insight and guidance into the business and regulatory requirements
of today’s banking environment.
Directors Continuing in Office with Terms Expiring
at 2025 Annual Meeting
Clifton D. Bradshaw (age 64) is a
veterinarian and the owner of Lake Country Animal Clinic. Mr. Bradshaw opened his veterinary clinic in Mineola in 1989. He has a degree
in Veterinary Medicine from Texas A&M University.
Mr. Bradshaw provides us with extensive knowledge
of Broadstreet Bank and its operations. Mr. Bradshaw served as an Advisory Board Member of Broadstreet Bank beginning in 2000 before being
appointed as a director in 2007. He also brings extensive knowledge of the agriculture business to the Board of Directors.
Kerry A. Kindle (age 71), a pharmacist
and owner of Economy Drug in Grand Saline, Texas, and Crandall Pharmacy in Crandall, Texas. He has served as a director since 2022.
Mr. Kindle provides us with business and financial
knowledge as a successful business owner as well as serving in leadership roles on finance committees, economic development boards and
other civic organizations. He had served as an advisory director since 2017.
Robert L. Smith, III (age 73) owns
and operates Bob Smith Auto Sales, an automobile dealership. He has a long history of community involvement, including serving as a director
and/or officer of several community organizations among them the Meredith Foundation, Kiwanis International, Mineola Masonic Lodge, Mineola
Economic Development Corporation, Mineola Chamber of Commerce. He has served as a director since 1995.
Mr. Smith provides us with extensive knowledge
of Broadstreet Bank and its operations. He understands investing from his tenure with the Meredith Foundation and that experience is beneficial
to Broadstreet Bank.
Directors Continuing in Office with Terms Expiring
in 2026
James B. Harder (age 81) is a self-employed
auto dealer and business consultant. Mr. Harder serves on several community boards and advises local businesses with his business knowledge.
He has served as a director since 1983.
As the longest serving director, Mr. Harder provides
the Board of Directors with extensive institutional knowledge of Broadstreet Bank.
Jason Sobel (age
47) has served as President and Chief Executive Officer of Texas Community Bancshares since November 2023, having served as President
of Broadstreet Bank since March 2023. He attended Southern Illinois University where he earned a Masters Degree in Business Administration
while working as a teller to begin his banking career. He then worked for two Fortune 500 companies honing his skills in leadership and
management. He later moved on to commercial banking. At Regions Bank he was a Chairman’s Club award recipient for being in the top
10% of 13,000 employees. Most recently, he was a Senior Loan Officer and Regional President of Prosperity Bank working out of Tyler. He
is trained in high level leadership and has built successful teams at multiple banks. He has expertise in commercial lending, leadership
and management.
Mr. Sobel’s extensive knowledge of the banking
industry and strong leadership skills provide us with invaluable insight and guidance into the business and regulatory requirements of
today’s banking environment.
Kerry Nan Saucier (age 73), now retired,
served as a junior high school principal and was an educator for 39 years. She started with the Bank in 2004 as an advisory director and
became a director in September 2007. Ms. Saucier has served on numerous civic boards. She has served as a director since 2007.
Ms. Saucier provides us with extensive knowledge
and insight of a regulatory environment through her years as a school administrator. She also has extensive knowledge and name recognition
with thousands of students from her school tenure. She remains a well-respected and influential community leader.
Anthony R. Scavuzzo (age 43) is a
Managing Principal of Castle Creek Capital in San Diego, California, and Dallas, Texas, a private equity firm specializing primarily in
the community banking industry. He is a member of the boards of directors of the following companies with a class of securities registered
under Sections 12 or 15(d) of the Securities Exchange Act of 1934: Blue Ridge Bancshares, Inc. (BRBS), Enterprise Financial Services Corp
(EFSC), Pathfinder Bancorp, Inc. (PBHC) and Third Coast Bancshares, Inc. (TCBX). Within the last five years, he also served on the board
of directors of Guaranty Federal Bancshares, Inc. (GFED), which had a class of securities registered under Sections 12 or 15(d) of the
Securities Exchange Act of 1934 and has since been acquired. He has served as a director since 2022.
Mr. Scavuzzo provides us with extensive knowledge
of banking, investments, and public reporting expectations through his employment with Castle Creek Capital, as well as his many contacts
and connections in the banking industry. His unique knowledge, board experience and role as it relates to community banking provides invaluable
insight.
Bryan Summerville (age 61) was an
Operation Manager with Tyler Pipe Company in Tyler, Texas, for 40 years and is now employed at Zurn Elkay Systems. He is also the owner
of East Texas Crete, a decorative concrete business and serves on the Lindale City Council. He has served as a director since 2022.
Mr. Summerville provides us with business knowledge
and leadership skills through his many years in management with Tyler Pipe and owning a small business as well as his strong involvement
in city leadership in a very active, fast-growing community. He had served as an advisory director since 2020.
Directors Continuing in Office with Terms Expiring
in 2027
Demethrius T. Boyd (age 57) is the
Senior Pastor of St. Paul Missionary Church in Mineola, Texas. He has served as a director since 2022.
Mr. Boyd provides us with valuable knowledge, community
involvement and leadership skills used in his counseling, ministry and numerous community leadership roles. He is on the Mineola Chamber
of Commerce, the Parks and Recreation Board and the Planning and Zoning Committee for the City of Mineola. He had served an advisory director
since 2013.
Johnny Sherrill (age 57) retired
and sold his interest in Sherrill Construction, a commercial construction business he started in 2005. He is now a consultant for the
company. Mr. Sherrill has interests in the storage building industry and home building. He became an advisory director in 2009 before
becoming a director of Broadstreet Bank in 2017.
Mr. Sherrill provides us with extensive knowledge
of construction and the building business in general. He has a wealth of knowledge through his connections with many people in the construction
industry, as well as the retail business market, in the North Texas area.
Glen Thurman (age 65) is the Chairman
of the Board of Texas Community Bancshares and Broadstreet Bank. Mr. Thurman is a self-employed residential builder and developer and
the owner of Glen Thurman Builder. He has successfully developed several large tracts in Mineola to residential subdivisions. He currently
has a home development project that includes over 60 homes, and he is building some of the homes in the project. Mr. Thurman is an entrepreneur.
He has served as a director since 2013.
Mr. Thurman provides us with extensive knowledge
of the construction and development business. He has wealth of knowledge from a builder’s perspective of the opportunities within
our local market. He was appointed an advisory director in 2007 before becoming a director of Broadstreet Bank.
Executive Officers Who Do Not Serve as Directors
Set forth below is information regarding our executive
officers who do not serve as directors of Texas Community Bancshares. They have held their current position for at least the last five
years, unless otherwise stated. The age presented is as of December 31, 2024.
Haskell Strange (age 58) has served
as Senior Vice President and Chief Operating Officer of Broadstreet Bank since 2004. He has over 20 years of experience in information
technology. He supervises Broadstreet Bank’s operations and information technology, and also assists in deposit compliance, human
resources, and marketing.
Julie Sharff, CPA (age 58) serves
as Chief Financial Officer of Texas Community Bancshares. She has served as Chief Financial Officer of Broadstreet Bank since 2004 and
has been employed by Broadstreet Bank since 1997 in various areas of management. She is responsible for finance and accounting functions,
including financial, tax and SEC reporting. Before entering banking, she practiced public accounting.
Sofia Gurrusquieta (age 31) is the
Senior Accounting Officer and serves as the CRA Officer. She previously served as Compliance Officer and BSA Officer of Broadstreet Bank
from 2017 to 2022. She has been employed with Broadstreet Bank since 2012. She has a degree in accounting from University of Texas at
Tyler and is a graduate of Southwestern Graduate School of Banking at SMU.
Item 2 — Ratification of Appointment of Independent Registered
Public Accounting Firm
Forvis Mazars, LLP served as our independent registered
public accounting firm for the 2024 fiscal year. The Audit Committee of the Board of Directors has appointed Forvis Mazars, LLP to serve
as the independent registered public accounting firm for the 2025 fiscal year, subject to ratification by stockholders. A representative
of Forvis Mazars, LLP is not expected to be present at the annual meeting.
If the appointment of the independent registered
public accounting firm is not ratified by a majority of the votes cast by stockholders at the annual meeting, the Audit Committee of the
Board of Directors will consider other independent registered public accounting firms.
The Board of Directors unanimously recommends
that you vote “FOR” the ratification of the appointment of Forvis Mazars, LLP to serve as the independent registered
public accounting firm.
Audit
Fees. The following table sets forth the fees that Forvis Mazars, LLP billed for the fiscal years ended December 31, 2024
and 2023:
| | |
2024 | | |
2023 | |
| Audit Fees (1) | |
$ | 352,698 | | |
$ | 244,985 | |
| Audit-Related Fees | |
| — | | |
| — | |
| Tax Fees | |
| — | | |
| — | |
| All Other Fees | |
| — | | |
| — | |
| (1) | Consists of fees for professional services rendered for the audit of the consolidated financial statements included in the Annual
Report on Form 10-K, for the review of financial statements included in the Quarterly Reports on Form 10-Q and for services normally provided
by the independent registered public accountant in connection with statutory and regulatory filings or engagements. |
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm.
The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting
firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed
by the independent registered public accounting firm. This approval process ensures that the independent registered public accounting
firm does not provide any non-audit service to us prohibited by law or regulation.
Executive
Compensation
Summary Compensation Table
The following information is furnished for our
principal executive officer and for the two most highly compensated executive officers (other than the principal executive officer) serving
during the year ended December 31, 2024, whose total compensation exceeded $100,000 for the year ended December 31, 2024. These individuals
are sometimes referred to in this proxy statement as the “named executive officers.”
| Name and Principal Position(s) | |
Year | | |
Salary | | |
Bonus (1) | | |
Stock Awards | | |
Stock Option Awards | | |
All Other Compensation (4) | | |
Total | |
| Jason Sobel | |
| 2024 | | |
$ | 250,000 | | |
$ | 62,500 | | |
| $322,506
| (2) | |
| $375,876
| (3) | |
$ | 66,034 | | |
$ | 1,076,916 | |
| President and Chief Executive Officer | |
| 2023 | | |
| 176,420 | | |
| 42,642 | | |
| — | | |
| — | | |
| 111,003 | | |
| 330,065 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Julie Sharff | |
| 2024 | | |
$ | 179,478 | | |
$ | 32,306 | | |
$ | — | | |
$ | — | | |
$ | 44,797 | | |
$ | 256,581 | |
| Chief Financial Officer | |
| 2023 | | |
| 162,300 | | |
| 29,268 | | |
| 245,032 | | |
| 240,031 | | |
| 158,497 | | |
| 835,128 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Haskell Strange | |
| 2024 | | |
$ | 153,120 | | |
$ | 24,499 | | |
$ | — | | |
$ | — | | |
$ | 29,896 | | |
$ | 207,515 | |
| Senior Vice President and Chief Operations Officer | |
| 2023 | | |
| 134,200 | | |
| 21,504 | | |
| 153,143 | | |
| 150,019 | | |
| 147,767 | | |
| 606,633 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Terri Baucum | |
| 2024 | | |
$ | 117,652 | | |
$ | — | | |
$ | — | | |
$ | — | | |
$ | 239,853 | | |
$ | 357,505 | |
| Former Senior Vice President and Chief Lending Officer (5) | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| (1) | Represents incentive compensation paid to executives based on (i) the net income of Broadstreet Bank and (ii) their tenure with Broadstreet
Bank. |
| (2) | Reflects the aggregate grant date fair value for restricted stock awards computed in accordance with Financial Accounting Standards
Board Accounting Standards Codification (“FASB ASC”) Topic 718 – Share Based Payment, based on the closing price of
Texas Community Bancshares’s common stock on the grant date ($13.75 per share on February 28, 2024). Restricted stock awards vest
in five approximately equal installments, with the first vesting having occurred on February 28, 2024. As of December 31, 2024, Mr. Sobel
had an outstanding stock award for 23,455 shares. |
| (3) | Reflects the aggregate grant date fair value for stock options computed in accordance with FASB ASC Topic 718, using the binomial
option pricing model to estimate the fair value of stock option awards. Stock option awards vest in five approximately equal installments,
with the first vesting having occurred on February 28, 2024. The actual realized value of the stock options, if any, will depend on the
extent to which the market value of Texas Community Bancshares’ common stock exceeds the exercise price of the stock options on
the exercise date. Accordingly, there is no assurance that the actual realized value will be at or near the estimated value reflected
in the table. As of December 31, 2024, Mr. Sobel had an outstanding option award for 58,639 shares. |
| (4) | For 2024, All Other Compensation consists of the following: |
| Name | |
401(k) Employer Matching Contribution | | |
ESOP Allocation | | |
Deferred Compensation Plan (a) | | |
Automobile Allowance | | |
| |
| Mr. Sobel | |
$ | 8,157 | | |
$ | 11,553 | | |
$ | 2,096 | | |
$ | 12,000 | | |
$ | — | |
| Ms. Sharff | |
| 10,619 | | |
| 17,338 | | |
| 10,125 | | |
| 5,500 | | |
| — | |
| Mr. Strange | |
| 4,612 | | |
| 14,485 | | |
| 4,084 | | |
| 5,500 | | |
| — | |
| Ms. Baucum | |
| 5,883 | | |
| — | | |
| 4,084 | | |
| — | | |
| 229,824 | (b) |
| Name | |
Telephone and Social Allowance | | |
Club Dues | | |
Life Insurance Premiums | | |
Director Fees | | |
Total | |
| Mr. Sobel | |
$ | 7,200 | | |
$ | 1,028 | | |
$ | — | | |
$ | 24,000 | | |
$ | 66,034 | |
| Ms. Sharff | |
| 1,100 | | |
| — | | |
| 115 | | |
| — | | |
| 44,797 | |
| Mr. Strange | |
| 1,100 | | |
| — | | |
| 115 | | |
| — | | |
| 29,896 | |
| Ms. Baucum | |
| — | | |
| — | | |
| 62 | | |
| — | | |
| 239,853 | |
| (a) | The deferred compensation plan was terminated on December 31, 2023. Amounts represent interest earned on the plan balance before the
final distribution on February 10, 2025. |
| (b) | Represents severance payment under Ms. Baucum’s employment contract. |
(5) Ms. Baucum’s employment terminated on November 1, 2024.
Executive Compensation
Employment Agreement with Mr. Sobel.
Broadstreet Bank has entered into employment agreement with Mr. Sobel. The employment agreement has an initial term of two years, expiring
on October 1, 2026. Unless the Bank’s board of directors provides notice to Mr. Sobel at least six months before the end of the
term of the agreement, the term will renew for an additional year at the end of the term. If a change in control occurs during the term
of the employment agreement, the term of the agreement will automatically renew so that the term is for at least two years from the effective
date of the change in control.
The employment agreement provides that Mr. Sobel
will receive an annual base salary of $250,000. The Bank’s board of directors may increase or decrease the base salary at any time.
In addition to receiving a base salary, he is eligible to participate in any bonus program and benefit plans made available to senior
management employees. The Bank will also provide Mr. Sobel with monthly allowances for social expenses, cell phone and automobile, as
well as reimburse him for all reasonable business expenses incurred in performing his duties under the agreement.
If either Mr. Sobel voluntarily terminates employment
without “good reason” or the Bank terminates his employment for “cause,” he will be entitled to receive the sum
of his (i) unpaid salary, (ii) unpaid expense reimbursements, (iii) accrued but unused paid time off, (iv) earned but unpaid incentive
compensation for the previous fiscal year, and (v) vested benefits under any employee benefit plan of the Bank (the “Accrued Obligations”).
If Mr. Sobel’s employment involuntarily terminates
for reasons other than cause, disability or death, or if he resigns for “good reason,” in either event other than in connection
with a change in control, he will receive a severance payment, paid in a lump sum, equal to the Accrued Obligations plus the base salary
and bonus (based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would
have received during the remaining term of the employment agreement. In addition, if he elects Consolidated Omnibus Budget Reconciliation
Act (“COBRA”) coverage, the Bank will reimburse his monthly COBRA premium payments for up to 12 months.
If Mr. Sobel’s employment involuntary terminates
for reasons other than cause, disability or death, or if he resigns for “good reason,” in either event within two years following
a change in control, he will receive a severance payment, paid in a single lump sum, equal to the Accrued Obligations plus two and one-half
times his base salary and average bonus earned during the three calendar years before the change in control. In addition, if he elects
COBRA coverage, the Bank will reimburse his monthly COBRA premium payments for up to 18 months.
For purposes of the employment agreement, “good
reason” includes (i) a material reduction in Mr. Sobel’s base salary and/or aggregate incentive compensation opportunities
under the Bank’s annual and long-term incentive plans or programs, as applicable; (ii) a material reduction in his authority, duties
or responsibilities from the attributes associated with his executive position; (iii) a relocation of his principal place of employment
by more than 35 miles from his principal location of work; or (iv) a material breach of the employment agreement by the Bank.
Should Mr. Sobel become disabled during the term
of the employment agreement, the Bank may terminate his employment, and he will receive the Accrued Obligations plus disability benefits,
if any, provided under a long-term disability plan sponsored by the Bank. If he dies while employed by the Bank, his beneficiaries will
receive the Accrued Obligations.
Upon termination of employment, Mr. Sobel must
adhere to one-year non-solicitation restrictions set forth in the employment agreement.
Employment Agreements with Ms. Sharff and
Mr. Strange. Broadstreet Bank has entered into employment agreements with Ms. Sharff and Mr. Strange. The employment agreements
have terms of one year for Ms. Sharff and two years for Mr. Strange. The initial terms of the employment agreements will extend automatically
for one additional year on each anniversary of the effective date of the agreement (i.e., each March 1st), so that the
remaining term is again either two years or one year, as applicable, unless either Broadstreet Bank or the executive give notice to the
other party of non-renewal. At least 30 days before each anniversary date of the employment agreement, the disinterested members of the
board of directors of Broadstreet Bank will conduct a comprehensive evaluation and review of the executive’s performance for purposes
of determining whether to stop the renewal of the employment agreements. Notwithstanding the foregoing, if Texas Community Bancshares
or Broadstreet Bank enters a transaction that would constitute a change in control, as defined under the employment agreements, the term
of the agreements would automatically extend so that they would expire no less than two years following the effective date of the change
in control.
The employment agreements specify the base salaries
of Ms. Sharff and Mr. Strange, which currently are $179,478 and $153,120, respectively. The Board of Directors of Broadstreet Bank or
the Compensation Committee may increase, but not decrease, the executives’ base salaries. In addition to base salary, the agreements
provide that the executives will participate in any bonus plan or arrangement of Broadstreet Bank in which senior management is eligible
to participate and/or may receive a bonus on a discretionary basis, as determined by the Compensation Committee. The executives are also
entitled to participate in all employee benefit plans, arrangements and perquisites offered to employees and officers of Broadstreet Bank
and the reimbursement of reasonable travel and other business expenses incurred in the performance of his or her duties with Broadstreet
Bank.
Broadstreet Bank may terminate the employment of
any executive, or the executive may resign from his or her employment, at any time with or without good reason. Under the employment agreement
with Mr. Strange, if Broadstreet Bank terminates his employment without cause or he voluntary resigns for “good reason” (i.e.,
a “qualifying termination event”), Broadstreet Bank will pay him a severance payment equal to the base salary and bonuses
(based on the highest annual bonus earned during the three most recent calendar years before his date of termination) he would have received
during the remaining term of the employment agreement. In the case of Ms. Sharff, the severance payment would equal one time the sum
of (i) her base salary and (ii) her highest annual cash bonus earned during the three
prior calendar years. In addition, each executive will be reimbursed for their monthly COBRA premium payments for up to 18 months in the
case of Mr. Strange and 12 months in the case of Ms. Sharff.
If a qualifying termination event occurs at or
within two years following a change in control of Texas Community Bancshares or Broadstreet Bank,
the executive would be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal
to two times (in the case of Mr. Strange) or one time (in the case of Ms. Sharff) the sum of (i) his or her base salary in
effect as of the date of termination or immediately before the change in control, whichever is higher, and (ii) and highest annual
cash bonus earned by the executive for the year in which the change in control occurs or any of the three prior calendar years. In addition,
each executive will be reimbursed for their monthly COBRA premium payments for up to 18 months in the case of Mr. Strange and 12 months
in the case of Ms. Sharff.
The employment agreements terminate upon the executive’s
death or disability. Upon termination of employment (other than a termination in connection with a change in control), each executive
will be required to adhere to one-year non-competition and non-solicitation restrictions set forth in his or her employment agreement.
Deferred Incentive Compensation Plan.
Broadstreet Bank maintained the Broadstreet Bank Deferred Incentive Compensation Plan (the “Deferred Incentive Plan”) for
the benefit of certain employees who have been selected by the Board of Directors to participate in the Deferred Incentive Plan. Each
of the named executive officers participates in the Deferred Incentive Plan. Under the Deferred Incentive Plan, within 90 days of the
end of each year, Broadstreet Bank makes contributions to the accounts of participants. Interest is credited to participants’ accounts
based on the rate of return on equity of Broadstreet Bank. Participants vest in the annual contributions at the rate of 20% per year.
Each year, Broadstreet Bank will distribute to each participant 20% of the contributions made on behalf of the participant for each of
the five years preceding the year of the distribution. Upon a participant’s separation from service at or after attaining age 65,
the participant will receive the full amount of his or her deferral account under the plan. If a participant voluntarily separates from
service before attaining age 65 or if the participant’s employment is terminated for cause (as defined in the plan), he or she will
forfeit any unpaid benefits. If the participant experiences a disability before attaining age 65, he or she will receive his or her full
deferral balance (regardless of any vesting criteria). Upon a change in control, each participant will receive his or her full deferral
balance (regardless of any vesting criteria). If a participant dies before a separation from service, his or her beneficiary will receive
the participant’s full deferral account balance (without regard to any vesting criteria). In the event the participant dies after
he or she has begun to receive payments under the plan, his or her beneficiary will receive the participant’s full deferral account
balance (without regard to any vesting criteria). Distributions under the Deferred Incentive Plan are made in a lump sum within 90 days
of the event triggering the distribution. Any amounts payable under the Deferred Incentive Plan that would be an excess parachute payment
for purposes of Code Section 280G will be reduced to the extent necessary to avoid the amount being treated as an excess parachute payment.
The deferred Incentive compensation plan was terminated as of December 31, 2023. All plan balances were paid out on February 10, 2025.
Split-Dollar Life Insurance. Broadstreet
Bank maintains the Broadstreet Bank Split Dollar Life Insurance Plan, in which Mr. Strange and Mss. Sharff and Mize participate. Broadstreet
Bank purchased life insurance policies on the life of each executive in an amount sufficient to provide for the benefits under the plan.
The executive has the right to designate the beneficiary who will receive his or her share of the proceeds payable upon his or her death.
The policies are owned by Broadstreet Bank, which paid the premium due on the policies. Under the plan, the beneficiaries of Mss. Mize
and Sharff and Mr. Strange would receive $100,000, or the net death benefit upon the death of the insured (and Broadstreet Bank is entitled
to the remaining death benefit) if the executive’s death occurs before a separation from service, or after a separation from service
following the executive attaining age 65, or after a separation from service when the sum of the participant’s age and years of
service with Broadstreet Bank equals or exceeds 90.
401(k) Plan. Broadstreet Bank maintains
the Broadstreet Bank 401(k) Profit Sharing Plan, a tax-qualified defined contribution plan for eligible employees (the “401(k) Plan”).
The named executive officers are eligible to participate in the 401(k) Plan on the same terms as other eligible employees of Broadstreet
Bank.
Under the 401(k) Plan a participant may elect to
defer, on a pre-tax basis, the maximum amount of compensation permitted by the Code, to the extent that amount does not exceed 90% of
his or her compensation. For 2024, the salary deferral contribution limit is $23,000, provided, however, that a participant over age 50
may contribute an additional $7,500 to the 401(k) Plan. In addition to salary deferral contributions, Broadstreet Bank may make discretionary
matching contributions and other discretionary employer contributions.
Employee Stock Ownership Plan. Broadstreet
Bank maintains the Broadstreet Bank ESOP, a tax-qualified defined contribution plan for eligible employees. The named executive officers
are eligible to participate in the ESOP on the same terms as other eligible employees of Broadstreet Bank.
The ESOP trustee holds the shares purchased by
the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee
repays the loan used to purchase the shares. The trustee will allocate the shares released among participants based on each participant’s
proportional share of compensation relative to all participants. A participant will vest in his or her account balance based on his or
her years of service at the rate of 20% per year of service, beginning after one year of service, so that a participant will be fully
vested after completing six years of credited service.
Equity Incentive Plan. Texas Community
Bancshares has adopted the Texas Community Bancshares, Inc. 2022 Equity Incentive Plan, which was approved by stockholders. It provides
for the granting of incentive and non-statutory stock options to purchase shares of Company common stock and the granting of awards of
restricted stock and restricted stock units.
Outstanding Equity Awards at December 31, 2024
The following table provides information as of
December 31, 2024 regarding equity awards that are outstanding to each named executive officer.
| Name | |
Number of Securities Underlying Unexercised Options Exercisable | | |
Number of Securities Underlying Unexercised Options Unexercisable (1) | | |
Option Exercise Price | | |
Option Expiration Date | |
Number of Shares of Restricted Stock That Have Not Vested (2) | | |
Market Value of Shares of Restricted Stock That Have Not Vested (3) | |
| Jason Sobel | |
| 11,727 | | |
| 46,912 | | |
$ | 13.75 | | |
02/28/2033 | |
| 18,764 | | |
$ | 286,151 | |
| Julie Sharff | |
| 7,818 | | |
| 31,275 | | |
| 15.67 | | |
02/28/2033 | |
| 12,510 | | |
| 190,778 | |
| Haskell Strange | |
| 4,886 | | |
| 19,547 | | |
| 15.67 | | |
02/28/2033 | |
| 7,819 | | |
| 119,240 | |
| (1) | Stock options vest in five approximately equal installments. The first installment vested on February 28, 2024. |
| (2) | Restricted stock awards vest in five approximately equal installments. The first installment vested on February 28, 2024. |
| (3) | Based upon the closing stock price of $15.25 per share on December 31, 2024. |
Policies and Practices Related to the Grant of Certain Equity Awards
While Texas Community Bancshares does not have
formal policy or obligation that requires it to grant or award equity-based compensation on specific date, the Compensation Committee
and the Board of Directors have a historical practice of not granting stock options to executive officers during closed quarterly trading
windows as determined under Texas Community Bancshares’s insider trading policy. Consequently, Texas Community Bancshares has not
granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing
with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the
Board of Directors do not take material non-public information into account when determining the timing of stock options and do not time
the disclosure of material non-public information in order to impact the value of executive compensation.
Other
Information Relating to Directors and Executive Officers
Section 16(a) Beneficial Ownership Reporting Compliance
General. Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires Texas Community Bancshares’s executive officers and directors, and persons who own more
than 10% of any registered class of our equity securities, to file reports of ownership and changes in ownership with the Securities Exchange
Commission. These persons are required by regulation to furnish us with copies of all Section 16(a) reports they file.
Delinquent Section 16(a) Reports.
Based solely on our review of the copies of the reports we have received and of written representations provided to us by the individuals
required to file the reports, we believe that each executive officer, director and greater than 10% beneficial owner has complied with
applicable reporting requirements for transactions in Texas Community Bancshares common stock during the fiscal year ended December 31,
2024, except that Julie Sharff inadvertently failed to timely file a Form 4 to report an open market sale of shares of the Company’s
common stock.
Transactions with Related Persons
Loans and Extensions of Credit. Federal
securities law generally prohibits publicly-traded companies from making loans to their executive officers and directors, but it contains
a specific exemption from this prohibition for loans made by federally-insured financial institutions, such as Broadstreet Bank, to their
executive officers and directors in compliance with federal banking regulations. Federal banking regulations permit executive officers
and directors to receive the same terms that are widely available to other employees so long as the director or executive officer is not
given preferential treatment compared to the other participating employees. At December 31, 2024, all loans to directors and executive
officers were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable loans with persons not related to Broadstreet Bank, and did not involve more than the normal
risk of collectability or present other unfavorable features. These loans were performing according to their original repayment terms
at December 31, 2024, and they were made in compliance with federal banking regulations.
Other Transactions. Neither Texas
Community Bancshares nor Broadstreet Bank has entered into any other transactions since January 1, 2024, in which the amount involved
exceeded $120,000 and in which any related persons had or will have a direct or indirect material interest.
Submission
of STOCKHOLDER Business Proposals and Nominations
Texas Community Bancshares must receive proposals
that shareholders seek to include in the proxy statement for its next annual meeting no later than December 18, 2025. If next year’s
annual meeting is held on a date that is more than 30 calendar days from May 20, 2026, a shareholder proposal must be received by a reasonable
time before we begin to print and mail our proxy solicitation materials for such annual meeting. Any shareholder proposals will be subject
to the requirements of the proxy rules adopted by the Securities and Exchange Commission.
Under Securities and Exchange Commission Rule 14a-19,
a stockholder intending to engage in a director election contest with respect to the annual meeting
of stockholders in 2026 must give Texas Community Bancshares notice of its intent to solicit proxies by providing the names of its nominees
and certain other information at least 60 calendar days before the anniversary of the previous year’s annual meeting. If
next year’s annual meeting is held on a date that is more than 30 calendar days from May 20, 2026, then notice must be given by
the later of 60 calendar days before the date of the annual meeting or the 10th calendar day following the day on which Texas
Community Bancshares first makes public announcement of the date of the annual meeting.
In addition to the requirement set forth under
Securities and Exchange Commission Rule 14a-19, under the Corporation’s bylaws, for a stockholder to properly bring business before
an annual meeting or make nominations for the election of directors, the stockholder must give written notice to our Corporate Secretary
at our principal executive office not less than ninety (90) days nor more than one hundred (100) days before the anniversary of the prior
year’s annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more
than thirty (30) days before the anniversary of the prior year’s annual meeting of stockholders, such written notice shall be timely
only if delivered or mailed to and received by the Corporate Secretary at the principal executive office no earlier than the day on which
public disclosure of the date of such annual meeting is first made and not later than the 10th day following the earlier of
the day notice of the meeting was mailed to stockholders or such public disclosure was made. Such written notice must also contain the
information specified by the Bylaws. A copy of the Bylaws may be obtained by contacting our Corporate Secretary.
STOCKholder
Communications
Stockholders who wish to communicate with the Board
of Directors or an individual director should do so in writing to Texas Community Bancshares, Inc., 215 West Broad Street, Mineola, Texas
75773. Communications regarding financial or accounting policies may be made in writing to the Chair of the Audit Committee, at the same
address. All other communications should be sent in writing to the attention of the Chair of the Nominating and Corporate Governance Committee
at the same address.
Miscellaneous
Texas Community Bancshares will pay the cost of
this proxy solicitation and will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses they
incur in sending proxy materials to the beneficial owners of Texas Community Bancshares common stock. In addition to soliciting proxies
by mail, our directors, officers and regular employees may solicit proxies personally or by telephone without receiving additional compensation.
Texas Community Bancshares’s Annual Report
on Form 10-K is included with this proxy statement. Any stockholder who has not received a copy of the Form 10-K may obtain a copy by
writing to our Corporate Secretary or by accessing a copy online. See “Important Notice Regarding the Availability of Proxy Materials
for the Stockholder Meeting to be Held on May 20, 2025.” The Form 10-K is not to be treated as part of the proxy solicitation
material or as having been incorporated in this proxy statement by reference.
If you and others who share your address own your
shares of Texas Community Bancshares common stock in “street name,” your broker or other holder of record may be sending only
one annual report and proxy statement to your address. This practice, known as “householding,” is designed to reduce our printing
and postage costs. However, if a stockholder residing at such an address wishes to receive a separate annual report or proxy statement
in the future, he or she should contact the broker or other holder of record. If you own your shares in “street name” and
are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other
holder of record.
Please vote by marking, signing, dating and promptly
returning a proxy card or by voting via the Internet.
| BY ORDER OF THE BOARD OF DIRECTORS |
Mineola, Texas
April 17, 2025
TEXAS COMMUNITY BANCSHARES,
INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 2025
THIS REVOCABLE PROXY IS SOLICITED
BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Johnny Sherrill, Kerry
Nan Saucier, and Demethrius Boyd , as attorneys and proxies each with full powers of substitution, to represent the undersigned and to
vote all shares of common stock of Texas Community Bancshares, Inc. (the “Company”), that the undersigned is entitled to vote
at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the main office of Broadstreet Bank, SSB, 215 West
Broad Street, Mineola, Texas 75773, on Tuesday, May 20, 2025 at 10:00 a.m., Central Time. The above named attorneys and proxies are authorized
to cast all votes to which the undersigned is entitled as set forth below:
THIS PROXY, IF PROPERLY SIGNED AND DATED, WILL BE VOTED
AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED IT WILL BE VOTED “FOR” THE DIRECTOR NOMINEE AND “FOR” THE OTHER
LISTED PROPOSAL.
Should the undersigned be present
and elect to vote at the Annual Meeting or at any adjournment thereof and after notification to the Company’s Secretary at the Annual
Meeting of the undersigned’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. This proxy may also be revoked by sending written notice to the Secretary of the Company at the
address set forth on the Notice of Annual Meeting or by submitting a signed, later-dated proxy prior to a vote being taken on a proposal
at the Annual Meeting.
The undersigned acknowledges receipt from the Company,
prior to the execution of this proxy, of the Notice of Annual Meeting and the Proxy Statement for the Annual Meeting, and the Annual Report
to Stockholders.
Please complete, sign and date this
proxy and return it promptly in the enclosed envelope.
The Board of Directors unanimously recommends
a vote “FOR” the director nominee and “FOR” the other listed proposal.
| |
|
FOR |
|
WITHHOLD |
| 01. Mark Pickens |
|
¨ |
|
¨ |
| 2. | To ratify the appointment of Forvis Mazars, LLP to serve as
the independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| ¨ FOR |
|
¨ AGAINST |
|
¨ ABSTAIN |
Signature of Stockholder
Signature of Stockholder
| NOTE: | Please sign exactly as your name appears on this proxy. When
signing as attorney, executor, administrator, trustee or guardian, please give full title. If shares are held jointly, each holder should
sign but the signature of only one holder is required. |
| ¨ | I agree to receive all future communications related to these
holdings electronically via the email address provided below. I understand I am able to change this selection at any time in the future. |
VOTING INSTRUCTIONS ON REVERSE
SIDE
Voting Instructions
You may vote your proxy in the following
ways:
| 8 | Login to https://annualgeneralmeetings.com/tcbs2025/ |
| 8 | Enter your control number (12 digit number located below) |
| Pacific Stock Transfer Company
c/o Proxy Department
6725 Via Austi Parkway, Suite 300 Las Vegas, Nevada
89119
|
CONTROL NUMBER
You may vote by Internet 24 hours
a day, 7 days a week. Internet voting is available through 11:59 p.m., Central Time, on May 19, 2025.
Your Internet vote authorizes the
named proxies to vote in the same manner as if you marked, signed, dated and returned your proxy card.
Dear ESOP Participant:
On behalf of the Board of Directors of Texas Community
Bancshares, Inc. (the “Company”), please find enclosed a voting instruction form to convey your voting instructions to Community
Bank of Pleasant Hill d/b/a First Trust of MidAmerica (the “Trustee”), the trustee of the Broadstreet Bank, SSB Employee Stock
Ownership Plan (the “ESOP”), on the proposals to be presented at the Company’s 2025 Annual Meeting of Stockholders (the
“Annual Meeting”) to be held on May 20, 2025. Also enclosed are the Notice and Proxy Statement for the Annual Meeting and
the Company’s 2024 Annual Report on Form 10-K.
As an ESOP participant, you are entitled to instruct
the Trustee how to vote the shares of Company common stock allocated to your account as of March 27, 2025, the record date for the Annual
Meeting. All allocated shares of Company common stock will be voted as directed by participants, so long as participant instructions are
received by the Trustee no later than May 13, 2025. If you do not direct the Trustee how to vote the shares of Company common stock
allocated to your account, the Trustee will vote your shares in a manner calculated to reflect the instructions most accurately that it
receives from other participants, subject to its fiduciary duties. Please complete,
sign, date and return promptly the enclosed ESOP voting instruction form in the accompanying postage paid envelope.
Your
voting instructions will not be revealed, directly or indirectly, to any employee or director of the Company or Broadstreet Bank,
SSB.
| |
Sincerely, |
| |
|
| |
 |
| |
Jason Sobel |
| |
President and Chief Executive Officer |
BROADSTREET BANK, SSB EMPLOYEE STOCK OWNERSHIP
PLAN
VOTE AUTHORIZATION FORM
I understand that Community Bank of Pleasant Hill
d/b/a First Trust of MidAmerica (the “Trustee”), the trustee for the Broadstreet Bank, SSB Employee Stock Ownership Plan (the
“ESOP”), is the holder of record and custodian of all shares of common stock of Texas Community Bancshares, Inc. (the “Company”)
allocated to my account in the ESOP. I further understand that my voting instructions are solicited on behalf of the Company’s Board
of Directors for the 2025 Annual Meeting of Stockholders to be held on May 20, 2025.
Accordingly, the Trustee is hereby authorized to
vote all shares allocated to my account as follows:
| 1. | The election as director of the nominee listed: |
| |
|
FOR |
|
WITHHOLD |
| Mark A. Pickens |
|
¨ |
|
¨ |
| 2. | The ratification of the appointment of Forvis Mazars, LLP
to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| FOR |
|
AGAINST |
|
ABSTAIN |
| ¨ |
|
¨ |
|
¨ |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
ALL NOMINEES FOR DIRECTOR AND “FOR” PROPOSAL 2.
Please complete, sign, date and return this form in the enclosed,
postage-paid envelope no later than May 13, 2025.
Texas Community Bancshares (NASDAQ:TCBS)
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