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LETTER TO SHAREHOLDERS

NOTICE OF 2019 ANNUAL MEETING

OF SHAREHOLDERS

To elect four (4) directors named in the proxy statement;

To approve an amendment of the Company’s Amended and Restated Certificate of Formation, as amended (the “Charter”), which, in conjunction with the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), will replace the current plurality vote standard with a majority vote standard in uncontested director elections;

To approve an amendment of the Charter which, in conjunction with the Bylaws, will implement a majority vote standard for shareholder-approved amendments to the Bylaws;

To conduct an advisory, non-binding vote regarding the compensation of the Company’s named executive officers (“Say-on-Pay”);

To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019; and

To transact such other business as may properly come before the meeting or any adjournment thereof.

TABLE OF CONTENTS

OUR PROXY STATEMENT

Notice of 2019 Annual Meeting of Shareholders to be held on Thursday, May 23, 2019;

Proxy Statement for 2019 Annual Meeting of Shareholders;

Form of Proxy; and

Annual Report to Shareholders, including the Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

Visit the website listed in your voting materials

Call the toll-free voting number in your voting materials

Mail your completed and signed voting materials

Vote in person at our Annual Meeting of Shareholders

  OUR PROXY STATEMENT  

SUMMARY OF PROPOSALS

Proposal I: Election of Directors

The Board of Directors recommends that you vote FOR each nominee.

Proposal II: Amendment of Charter to Implement Majority Vote Standard for Uncontested Director Elections

The Board of Directors recommends that you vote FOR this proposal.

Proposal III: Amendment of Charter to Implement Majority Vote Standard for Shareholder-Approved Amendments to Bylaws

The Board of Directors recommends that you vote FOR this proposal.

Proposal IV: Advisory Vote on Executive Compensation (“Say-on-Pay”)

The Board of Directors recommends that you vote FOR this proposal.

Proposal V: Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2019

The Board of Directors recommends that you vote FOR this proposal.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

OUR COMMITMENT TO OUR STAKEHOLDERS

  OUR COMMITMENT TO OUR STAKEHOLDERS  

STRENGTHENING & REFINING CORPORATE GOVERNANCE

The nomination of a new director, Alicia K. Harrison, for election to our Board of Directors. Alicia’s election would add depth and experience to our Board and her nomination represents an important step in the implementation of our Diversity Policy;

Technical changes to our governance documents as set forth in Proposal II and Proposal III to align with governance best practices and promote shareholder engagement;

Refinements to executive compensation programs to further align incentive compensation with performance; and

Adoption of Stock Ownership and Pledging Guidelines and a Clawback Policy to promote stock ownership by directors and executive officers and to deter improper behavior.

STRONG RISK OVERSIGHT

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

OUR ANNUAL MEETING

To elect four Class III directors to serve on the Board of Directors of the Company until the Company’s 2022 annual meeting of shareholders, and each until his or her respective successor is duly elected and qualified or until his or her earlier resignation or removal;

To approve an Amendment to the Company’s Amended and Restated Certificate of Formation (the “Charter”) which, in conjunction with to the Company’s Fourth Amended and Restated Bylaws (the “Bylaws”), will replace the current plurality vote standard with a majority vote standard in uncontested director elections;

To approve an Amendment to the Charter which, in conjunction with the Company’s Bylaws, will implement a simple majority vote standard for shareholder-approved amendments to the Bylaws;

To conduct an advisory (nonbinding) vote regarding the compensation of the Company’s named executive officers (“Say-On-Pay”);

To ratify the appointment of RSM US LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019; and

To transact such other business as may properly come before the meeting or any adjournment thereof.

  OUR ANNUAL MEETING  

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

call 1-866-883-3382 using a touch-tone telephone and follow the instructions provided on the call; or

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

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  OUR ANNUAL MEETING  

Proposal I

FOR the election of each nominee for director;

Proposal II

FOR the approval of the amendment to the Company’s Charter to implement a majority vote standard for uncontested director elections;

Proposal III

FOR the approval of the amendment to the Company’s Charter to implement a majority vote standard for shareholder-approved amendments to the Company’s Bylaws;

Proposal IV

FOR the advisory, non-binding “Say-on-Pay” resolution; and,

Proposal V

FOR the ratification of appointing RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019.

Proposal I

FOR the election of each nominee for director;

Proposal II

FOR the approval of the amendment to the Company’s Charter to implement a majority vote standard for uncontested director elections;

Proposal III

FOR the approval of the amendment to the Company’s Charter to implement a majority vote standard for shareholder-approved amendments to the Company’s Bylaws;

Proposal IV

FOR the advisory, non-binding “Say-on-Pay” resolution; and,

Proposal V

FOR the ratification of appointing RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019.

  OUR ANNUAL MEETING  

delivering to the Company prior to the meeting a written notice of revocation addressed to: Jan Webb, Corporate Secretary, 7777 Henneman Way, McKinney, Texas 75070;

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

logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions indicated on the proxy card; or,

attending the meeting and voting in person, and any earlier proxy will be revoked. However, simply attending the meeting without voting will not revoke your proxy.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  OUR ANNUAL MEETING  

OUR PERFORMANCE

FINANCIAL HIGHLIGHTS

2018

2017

Total Assets

$

9,849,965

$

8,684,463

Loans Held for Investment

$

7,887,800

$

6,474,243

Deposits

$

7,737,794

$6,632,822

Net Income

$128,259

$76,512

Earnings per Share (diluted)

$4.33

$2.97

Nonperforming Assets to Total Assets

0.17

% 

0.26

% 

Nonperforming Loans to Total Loans (held for investment)

0.16

% 

0.24

% 

Net Charge-Offs to Average Loans Outstanding

0.06

% 

0.01

% 

Tier 1 Risk-Based Capital Ratio

10.41

% 

10.05

% 

Total Risk-Based Capital Ratio

12.58

% 

12.56

% 

Total Shareholders’ Equity

$1,606,433

$1,336,018

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

PROPOSAL I:

ELECTION OF DIRECTORS

Expiration of
Term

Members

Committee Membership

Class I

Daniel W. Brooks

Craig E. Holmes

Tom C. Nichols

G. Stacy Smith

Risk Oversight (Chair)

Audit (Chair), Risk Oversight

Strategic Planning

Audit, Compensation, Strategic Planning (Chair)

Class II

William E. Fair

Compensation (Chair), Strategic Planning

Mark K. Gormley

Audit

Donald L. Poarch

Corporate Governance and Nominating Committee (the “CGNC”)

Michael T. Viola

CGNC, Risk Oversight

Class III

David R. Brooks

Douglas A. Cifu

J. Webb Jennings III

Paul W. Taylor*

Strategic Planning

CGNC (Chair)

Audit, Compensation

Strategic Planning

Paul W. Taylor joined the Company’s Board of Directors on January 1, 2019, when the Company completed its acquisition of Guaranty Bancorp. Mr. Taylor has notified the Board of Directors that he will not stand for re-election at the annual meeting. His decision was due to his anticipated acceptance of a position as CEO and a director of a financial services company which does not have any banking operations in Colorado. This decision was not a result of a disagreement between the Company or its management and Mr. Taylor relating to the Company’s operations, policies or practices.

  PROPOSAL I: ELECTION OF DIRECTORS  

IDENTIFICATION & EVALUATION OF DIRECTOR CANDIDATES

Ongoing Review of Directors

Identification of Candidates

Evaluation of Candidates

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

Nominating for re-election three existing Class III directors, David R. Brooks, Douglas A. Cifu and J. Webb Jennings III; and,

Nominating for election one new Class III director, Alicia K. Harrison.

Director
Class

Director
Since

Age

Gender

Financial
Institution
Experience

President/CEO
Experience

David R. Brooks

2002

Douglas A. Cifu

2008

J. Webb Jennings III

2014

Alicia K. Harrison

  PROPOSAL I: ELECTION OF DIRECTORS  

DAVID R. BROOKS

Chairman, CEO and President of Independent Bank Group, Inc.

Age: 60

Director Since: 2002

Committees:

• Strategic Planning

Background

David R. Brooks is Chairman of the Board of Directors, CEO and President of the Company. He has been active in community banking since the early 1980’s and founded the Company in 1988. Mr. Brooks has a long history of community and civic involvement, and is passionate about education. He served as a McKinney City Councilman. He served five years as President of the Board of Trustees at McKinney Independent School District and three years on both the McKinney Economic Development Corporation Board and the McKinney Chamber of Commerce Board. Mr. Brooks served as the Chief Financial Officer for Baylor University from 2000 to 2004. He served as Chairman of the Board of Directors of Noel-Levitz, Inc., a national higher education consulting company, and also Chairman of the Board of Trustees at Houston Baptist University. He currently serves as Chairman of the Board of Directors of Capital Southwest Corporation (CSWC). Mr. Brooks holds Bachelor’s (1980) and Master’s (1981) degrees in business from Baylor University.

Qualifications

Mr. Brooks’ qualifications to serve on the Company’s Board of Directors include his intimate working knowledge of the Company since its inception, his extensive knowledge and experience in banking and finance, and his knowledge of the Company’s key markets and customers as well as his service on other Boards of Directors.

DOUGLAS A. CIFU

CEO of Virtu Financial

Age: 53

Director Since: 2008

Committees:

• Corporate Governance and Nominating (Chair)

Background

Douglas A. Cifu is a member of the Board of Directors of the Company, joining the Board in 2008. Mr. Cifu is the Chief Executive Officer of Virtu Financial, a global electronic market making firm. He had previously served as President and Chief Executive Officer of Virtu Financial since 2008 when he co-founded the business with the Company’s largest shareholder, Vincent Viola. Mr. Cifu also has served as the President and Chief Operating Officer of Virtu Management since 2008. Prior to the founding of Virtu Financial in 2008, Mr. Cifu was a partner at the international law firm of Paul, Weiss, Rifkind, Wharton & Garrison, LLP, where he served as Deputy Chairman of the Corporate Department, Head of the Private Equity Group and a member of the firm’s Management Committee.

Qualifications

Mr. Cifu’s qualifications to serve on the Company’s Board of Directors include his extensive experience representing and working with publicly traded companies and his experience as a director of the Company.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

J. WEBB JENNINGS

President of Salt Investment Partners

Age: 48

Director Since: 2014

Committees:

• Compensation

• Audit

Background

J. Webb Jennings, III is a member of the Board of Directors of the Company, joining the Board in April 2014 in connection with the Company’s acquisition of BOH Holdings, Inc. and its subsidiary, Bank of Houston. Mr. Jennings founded Salt Investment Partners in January 2016 to focus on direct investing in lower, middle-market companies. He previously served as a vice president at Hancock Park Associates, a middle market private equity firm with offices in Houston, Texas, and Los Angeles, California, from 2007 to 2015. Mr. Jennings served on the Bank of Houston Board of Directors since that bank was formed in 2005 as well as the BOH Holdings Board of Directors. He currently serves on the boards of directors of Alloy Merchant Finance, Automation Technology, Inc., and a privately held, diversified investment company. Mr. Jennings also serves on the boards of directors of several Houston based charitable organizations and foundations. Mr. Jennings graduated with a B.A. from The University of Texas and an M.B.A. from Southern Methodist University.

Qualifications

Mr. Jennings’ qualifications to serve on the Company’s Board of Directors include his extensive business experience in Houston and his experience as a director of BOH Holdings, Bank of Houston, and the Company.

ALICIA K. HARRISON

Former EVP of Commercial Banking for Wells Fargo & Company

Age: 59

New Nominee

Background

Alicia Harrison worked for Wells Fargo & Company and its predecessor banks from 1986 until 2012, when she retired as Executive Vice President of Commercial Banking. Her responsibilities at Wells Fargo included positions as area manager and group head for the Southwest Regional Commercial Banking Office, manager of the Real Estate Department, and as a member of the integration team for the Government and Institutional Banking Group integrating the employees and clients of Wachovia Corporation following its acquisition in 2008. Ms. Harrison serves on the Board of Directors of Ryan Companies US, Inc., a national commercial real estate development, design and management company, and concurrently serves on the Board of Directors of Cole Credit Property Trust IV, a publicly-registered non-listed real estate investment trust focusing on high-quality, income-producing necessity retail properties.

Qualifications

Ms. Harrison brings deep experience in banking and real estate in high-growth organizations. She has broad experience serving on the Board of Directors for other companies.

  PROPOSAL I: ELECTION OF DIRECTORS  

CONTINUING DIRECTORS

DANIEL W. BROOKS

Vice Chairman and Chief Risk Officer

Age: 58

Director Since: 2002

Committees:

• Risk Oversight (Chair)

Background

Daniel W. Brooks is Vice Chairman, Chief Risk Officer and a director of the Company. He has served as Vice Chairman and a director of the Company since 2009 and as Chief Risk Officer of the Company since April 2013. He previously served as President and a director of the Company from 2002 to 2009 and has functioned as the Company’s Chief Credit Officer throughout his tenure. Mr. Brooks began his banking career in the early 1980s with a large regional bank and has been active in community banking since the late 1980s. Mr. Brooks has served in numerous leadership roles in the Collin County community, including service as Chairman of the Board for Medical Center of McKinney and on the boards of directors of McKinney Christian Academy and the McKinney Education Foundation. Daniel W. Brooks is the brother of David R. Brooks.

Qualifications

Mr. Brooks’ qualifications to serve on the Company’s Board of Directors include his extensive experience in the banking industry, and specifically as an executive officer and director of the Company.

CRAIG E. HOLMES

Former Co-President and CEO of Global Power Equipment Group, Inc.

Age: 61

Director Since: 2013

Committees:

• Audit (Chair)

• Risk Oversight

Background

Craig E. Holmes is a member of the Board of Directors of the Company, joining the board in February 2013. Mr. Holmes provides advisory services and manages personal investments in real estate, oil and gas and other private and public companies. He also serves on the Board of Directors of Hobi International, Inc., joining the board in August 2009 and the Board of Directors of Leopard Mobility Inc., joining the board in October 2014. From August 2017 through April 13, 2018, Mr. Holmes served as a President and Co-Chief Executive Officer of Global Power Equipment Group, Inc., an engineering, manufacturing and maintenance company. He previously served as Senior Vice President of Global Power Equipment Group, Inc. from October 2015 to July 2017, Chief Financial Officer of Global Power Equipment Group, Inc. from March 2017 to August 2017, Chief Financial Officer of Goodman Networks Incorporated, a telecommunications services company, from December 2014 to March 2015, and as Chief Financial Officer of Sizmek, Inc., formerly Digital Generation, Inc., a global advertising campaign management company, from October 2012 until December 2014. Prior to 2012, Mr. Holmes held executive positions at several public and private companies and was a partner at Arthur Andersen, a national public accounting firm, where he worked from 1982 to 1995. Mr. Holmes holds a Masters and BBA from Texas Tech University. He served on the University of Texas at Dallas School of Management Board of Advisors from January 2003 to December 2009 and the Dallas Summer Musicals Board of Directors from December 2004 to January 2010.

Qualifications

Mr. Holmes’ qualifications to serve on the Company’s Board of Directors include his extensive experiences on other boards and executive management of publicly traded companies, including his experience in strategy, finance and governance and his experience as a director of the Company.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

TOM C. NICHOLS

Former Chairman and CEO of Carlile

Age: 72

Director Since: 2017

Committees:

• Strategic Planning

Background

Tom C. Nichols became a member of the Board of Directors of the Company in connection with the Company’s acquisition of Carlile Bancshares, Inc. (“Carlile”) on April 1, 2017. Mr. Nichols previously served as the Chairman and Chief Executive Officer of Carlile. Mr. Nichols has acquired, merged, and sold banking organizations and other financial services companies for over 30 years. He began his banking career in 1969 as a bank examiner with the FDIC. From 1973 to 1976, he served in various banking capacities in Oklahoma, New Mexico and Texas. In 1976, Mr. Nichols joined Gerald J. Ford (Ford Bank Group) and from 1976 to 1994, was involved in buying and operating numerous banks in Texas and New Mexico. Mr. Nichols served Ford Bank Group as the President and Chief Operating Officer and later, Chairman, President and Chief Executive Officer of Ford’s lead bank, First National Bank of Lubbock. In 1993, Ford Bank Group merged with United New Mexico Financial Corporation forming First United Bank Group, at which time Mr. Nichols served as President and Chief Operating Officer. The Norwest Corporation acquired First United Bank Group in 1994 and Mr. Nichols served as Regional President of Norwest Bank Texas, N.A. from 1994 to 1995. In 1996, Mr. Nichols formed State National Bancshares, Inc. (“SNBI”) and chartered its subsidiary, State National Bank, a de novo national banking association originally chartered in Lubbock, Texas. He recruited a number of other senior officers formerly with Ford Bank Group and United New Mexico to form the management team. From 1996 to 2005, SNBI completed 9 acquisitions and grew from a de novo in 1996 to assets of over $1.7 billion at the time of its acquisition by BBVA on January 3, 2007. Mr. Nichols served as a member of the Board and Audit Committee of United New Mexico Financial Corporation from 1985 to 1988. He served as a Board member of the Texas Higher Education Coordinating Board and Chairman of the campus Planning Committee from 1992 to 1998. Mr. Nichols also served as a Director and member of the Audit Committee and Compensation Committees of BBVA-Compass USA from 2007 to 2009. Since 2005, Mr. Nichols has served as a Director and member of the Audit Committee and Compensation Committees of First Acceptance Corporation (FAC-NYSE). Mr. Nichols holds a B.S. in Economics from Abilene Christian University. He is a resident of Colleyville, Texas.

Qualifications

Mr. Nichols qualifications to serve on the Company’s Board of Directors include his previous service as Chairman of the Board, Chief Executive Officer and director of Carlile and his extensive experience as an executive officer and director of financial institutions.

  PROPOSAL I: ELECTION OF DIRECTORS  

G. STACY SMITH

Managing Partner of SCW Capital, L.P.

Age: 51

Director Since: 2013

Committees:

• Audit

• Compensation

• Strategic Planning (Chair)

Background

G. Stacy Smith is a member of the Board of Directors of the Company, joining the board in February 2013. Mr. Smith is the Managing Partner of SCW Capital, L.P., a private equity hedge fund focusing on financial and energy sectors, a position he has held since August 2013. Mr. Smith is also co-founder and an active partner in Trinity Investment Group, which invests in private equity, public equity and hard assets. In addition, he serves as an advisor of EAW Energy Partners, an oil and gas minerals acquisition firm. In 1997, Mr. Smith co-founded Walker Smith Capital, a long/short equity hedge fund based in Dallas, Texas, and he served as portfolio manager of that firm for sixteen years. From 1994 through 1996, Mr. Smith was a co-founder and manager of Gryphon Partners, a long/short equity hedge fund focused on small and mid-cap domestic equities. He started his investment career as an energy analyst at Wasserstein Perella & Co., an international investment bank. Mr. Smith serves as a director of USD Partners, LP, a master limited partnership involved in the acquisition and development of energy related logistics assets, and WhiteHorse Finance, Inc., a closed end management investment company. He is a member of the Salesmanship Club of Dallas, an association of business professionals that supports local charitable organizations.

Qualifications

Mr. Smith’s qualifications to serve on the Company’s Board of Directors include his extensive experience in overseeing the management of investment firms, his knowledge of the Texas banking market and his experience as a director of the Company.

WILLIAM E. FAIR

Chairman and Chief Executive Officer of Home Abstract and Title Company

Age: 57

Director Since: 2009

Committees:

• Compensation (Chair)

• Strategic Planning

Background

William E. Fair is a member of the Board of Directors of the Company. He joined the board when IBG Central Texas was combined with the Company in 2009, prior to which he served as a director of IBG Central Texas beginning in 2007. Mr. Fair has served as the Chairman and Chief Executive Officer of Home Abstract and Title Company, a title insurance agency located in Waco, Texas, since 1984 and has served on the Board of Directors of Capstone Mechanical, LLC since 2005. He also serves on the board of trustees of Hillcrest Baptist Medical Center, Scott & White Healthcare, further serving as Chairman of the Board of Development for that organization.

Qualifications

Mr. Fair’s qualifications to serve on the Company’s Board of Directors include his extensive experience in the real estate industry and his experience as a director of the Company, Independent Bank and IBG Central Texas.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

MARK K. GORMLEY

Partner at Lee Equity Partners, LLC

Age: 60

Director Since: 2017

Committees:

• Audit

Background

Mark K. Gormley became a member of the Board of Directors of the Company in connection with the Company’s acquisition of Carlile, on April 1, 2017. Mr. Gormley is a Partner at Lee Equity Partners, LLC. Prior to co-founding the firm in 2006, Mr. Gormley was a Partner at Capital Z Financial Services Partners (“CZFS”), a leading financial services private equity firm, where he played a leading role in the operations and investment activities of the $1.85 billion fund. Mr. Gormley co-founded the firm in 1998 and shared responsibility for the oversight of all of the firm’s investment and monitoring activities. Prior to co-founding CZFS in 1998, Mr. Gormley served as a Managing Director at Donaldson, Lufkin & Jenrette (“DLJ”), specializing in the insurance and asset management industries. While at DLJ, Mr. Gormley worked on corporate finance and merger and acquisition assignments, as well as on principal related activities on behalf of DLJ Merchant Banking. Prior to joining DLJ in 1989, he was a founding member of the Insurance Investment Banking Group at Merrill Lynch in 1985.

Qualifications

Mr. Gormley’s qualifications to serve on the Company’s Board of Directors include his background and experience as an investor in financial services, firms including in his capacity as Partner of Lee Equity Partners, which held a stake in Carlile, an entity the Company acquired in 2017.

DONALD L. POARCH

Partner and Co-Owner of The Sprint Companies

Age: 67

Director Since: 2014

Committees:

• Corporate Governance and Nominating

Background

Donald L. Poarch is a member of the Board of Directors of the Company, joining the board in April 2014 in connection with the Company’s acquisition of BOH Holdings, Inc. and its subsidiary, Bank of Houston. Mr. Poarch has been a partner and co-owner of The Sprint Companies since 1976. The Sprint Companies are a diverse group of approximately ten different companies operating throughout the Texas Gulf Coast area. He had been a member of the BOH Holdings Board of Directors since 2008, and its chairman since 2012, and he was a member of the Bank of Houston’s Board of Directors since 2005, and its chairman since 2012, until the Company acquired BOH Holdings in April 2014. In the past 25+ years, Mr. Poarch has bought, sold and grown more than twenty companies. Mr. Poarch currently serves on the boards of directors for Keep Houston Beautiful and the Houston Clean City Commission. Mr. Poarch attended The University of Texas at Austin and is currently active in various civic and charitable foundations.

Qualifications

Mr. Poarch’s qualifications to serve on the Company’s Board of Directors include his extensive experience in the Houston business community and his experience as a director of BOH Holdings, Bank of Houston, and the Company.

  PROPOSAL I: ELECTION OF DIRECTORS  

MICHAEL T. VIOLA

President of the Viola family office

Age: 32

Director Since: 2013

Committees:

• Corporate Governance and Nominating

• Risk Oversight

Background

Michael T. Viola is a member of the Board of Directors of the Company, joining the board in February 2013. Mr. Viola currently serves as the President of the Viola family office, a position he has held since March 2016. As President of the family’s investment office, Mr. Viola is responsible for overseeing the family’s operating businesses, public and private investment portfolio, banking relationships, not-for-profit businesses and philanthropic work. Before joining the family investment office, Mr. Viola worked at Virtu Financial LLC (“Virtu”), a leading technology-enabled market making company, from 2010 to 2016. While employed at Virtu, Mr. Viola held multiple roles, including operations, project management, and trading, where he worked as a senior trader focused on foreign exchange products and global commodities. Mr. Viola currently serves on the Board of Directors at Virtu, Swift Air, a private charter airline, XRO Energy LLC, a private oil and gas company, and VersaMe Inc., a technology startup focused on early childhood education. Mr. Viola also serves on the board of The Viola Foundation, working to develop and deliver innovative programs in the education, national security, and faith based sectors. Mr. Viola is the son of the Company’s largest shareholder, Vincent Viola.

Qualifications

Mr. Viola’s qualifications to serve on the Company’s Board of Directors include his knowledge of financial markets, his familiarity with the Company given his family’s ownership of Independent Bank over the past twenty-nine years, and his experience as a director of the Company.

DIRECTORS NOT CONTINUING

PAUL W. TAYLOR

Former President & CEO of Guaranty Bancorp

Age: 58

Director Since: 2019

Committees:

• Strategic Planning

Background

Paul W. Taylor is a member of the Board of Directors of the Company. He joined the board at the acquisition of Guaranty Bancorp in 2019, formerly serving as its President and Chief Executive Officer. During his 35-year banking and investment banking career, he worked for Alex Sheshunoff Investment Banking as a Director of Mergers and Acquisitions. He was also an investment banker with Century Capital Group. Mr. Taylor worked for KeyCorp for 12 years in numerous management positions.

Mr. Taylor has notified the Board of Directors that he will not stand for re-election at the annual meeting. His decision was due to his anticipated acceptance of a position as CEO and a director of a financial services company which does not have any banking operations in Colorado. This decision was not a result of a disagreement between the Company or its management and Mr. Taylor relating to the Company’s operations, policies or practices.

Qualifications

Mr. Taylor’s qualifications include his extensive experience in banking and executive management. As the former Chairman and CEO of Guaranty Bancorp, Mr. Taylor has a broad understanding of, and experience in, the Colorado banking market.

EXECUTIVE OFFICERS

BRIAN E. HOBART

Vice Chairman and Chief Lending Officer

Age: 53

Background

Brian E. Hobart is Vice Chairman and Chief Lending Officer of the Company. From 2009 to 2013, he served as President and as a director of the Company and Independent Bank while also functioning as the Company’s Chief Lending Officer. Mr. Hobart was one of the founders of IBG Central Texas and served as its President and as a director from 2004 until it was combined with the Company in 2009. Prior to joining IBG Central Texas, he served as a senior officer of other Waco banks since the early 1990s. Mr. Hobart has served in various volunteer roles over his career with an emphasis on children.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

MICHELLE S. HICKOX

Executive Vice President and Chief Financial Officer

Age: 51

Background

Michelle S. Hickox is Executive Vice President and Chief Financial Officer of the Company. Prior to joining the Company in May 2012, Ms. Hickox was an audit partner with RSM US LLP (formerly McGladrey LLP), the fifth largest public accounting firm in the United States. Over her twenty-two year career in public accounting, Ms. Hickox provided audit, financial reporting, internal control assistance and training to community banks and was a designated financial institution specialist. Ms. Hickox serves on the boards of the Baylor Oral Health Foundation and the Texas A&M Commercial Banking Program. She is a licensed certified public accountant and is a member of the AICPA, the Texas Society of Certified Public Accountants and the Dallas CPA Society.

JAMES C. WHITE

Executive Vice President and Chief Operations Officer

Age: 54

Background

James C. White is the Executive Vice President and Chief Operations Officer of the Company, joining the Company in April 2016. He has over thirty years’ experience in the banking industry and has held a variety of management positions in finance, operations, product development, strategic planning, compliance and information technology. Prior to joining the Company, Mr. White served as Executive Vice President and Chief Operating Officer of Fischer & Company, a global corporate real estate firm that provides consulting, brokerage and technology solutions to many Fortune 500 companies from July 2015 to April 2016. Prior to Fischer, Mr. White served as Executive Vice President and Chief Operations Officer of Texas Capital Bank from February 2000 to June 2015 where he directed key operational areas and introduced and managed changes which supported growth for that bank. Mr. White holds a bachelor’s of science degree from the University of North Texas in business and control systems, is certified in Six Sigma, is a Certified Treasury Professional and is a current member of the Association of Financial Professionals.

JAMES P. TIPPIT

Executive Vice President Corporate Responsibility

Age: 48

Background

James P. Tippit is Executive Vice President Corporate Responsibility of the Company and Independent Bank, assuming this position effective on January 8, 2018. Mr. Tippit oversees the Company’s and Independent Bank’s community development function. Mr. Tippit has been with Independent Bank since 2011 as Community Reinvestment Act (CRA) Officer and then Head of Corporate Responsibility. As Executive Vice President, he will continue to oversee Human Resources, CRA, Community Development, Marketing and Communications. Prior to his tenure at Independent Bank, Mr. Tippit worked for JP Morgan Chase in the Wealth Management Division and American Express Financial Advisors.

MARK S. HAYNIE

Executive Vice President and General Counsel

Age: 63

Background

Mark S. Haynie is Executive Vice President and General Counsel of the Company and Independent Bank, effective March 1, 2018. Mr. Haynie has over 35 years’ experience in representing community banks in a wide variety of corporate, regulatory and securities matters. Prior to joining the Company, Mr. Haynie served as attorney, President and shareholder at Haynie Rake Repass & Klimko, P.C., a law firm, from 1996 to 2018. Mr. Haynie has represented the Company since its formation in 2002, serving as lead counsel on all of the Company’s M&A and capital markets transactions. Mr. Haynie is a graduate of Texas Tech University and The University of Texas School of Law.

  PROPOSAL I: ELECTION OF DIRECTORS  

CORPORATE GOVERNANCE

Under The Nasdaq Stock Market Rules, independent directors must comprise a majority of the Company’s Board of Directors. The Nasdaq Stock Market Rules, as well as those of the SEC, also impose several other requirements with respect to the independence of directors. The independent directors met in executive session at least twice during 2018.

The Company’s Board of Directors has evaluated the independence of its members based upon The Nasdaq Stock Market Rules and SEC regulations. Applying these standards, the Board of Directors has affirmatively determined that, with the exception of David R. Brooks, Daniel W. Brooks and Paul W. Taylor, each of the Company’s directors is an independent director, as defined under Rule 5606(a)(2) of The Nasdaq Stock Market Rules (and/or other applicable rules) and under the regulations of the SEC. The Board of Directors determined that each of David R. Brooks, Daniel W. Brooks and Paul W. Taylor does not qualify as an independent director because of his position as an executive officer of, or consultant to, the Company and/or Independent Bank.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

AUDIT COMMITTEE

Members:

Craig E. Holmes (Chair)

Mark K. Gormley

G. Stacy Smith

J. Webb Jennings, III

All members Independent

Meetings held in 2018: 10

The Company’s Board of Directors has evaluated the independence of each of the members of the Audit Committee and has affirmatively determined that (i) each of the members meets the definition of an “independent director” under The Nasdaq Stock Market Rules, (ii) each of the members satisfies the additional independence standards under applicable SEC rules for audit committee service and (iii) each of the members has the ability to read and understand financial statements. In addition, the Board of Directors has determined that Mr. Holmes also qualifies as a financial expert and has the required financial sophistication due to his experience and background, which The Nasdaq Stock Market Rules require at least one such Audit Committee member have.

The Company’s Audit Committee has responsibility for, among other things:

• selecting and reviewing the performance of the Company’s independent auditors and approving, in advance, all engagements and fee arrangements;

• oversee the Company’s Internal Audit Department

• reviewing the independence of the Company’s independent auditors;

• reviewing actions by management on recommendations of the independent auditors and internal auditors;

• meeting with management, the internal auditors and the independent auditors to review the effectiveness of the Company’s system of internal controls and internal audit procedures;

• reviewing the Company’s earnings releases and reports filed with the SEC;

• reviewing reports of bank regulatory agencies and monitoring management’s compliance with recommendations contained in those reports; and

• handling such other matters that are specifically delegated to the Audit Committee by the Company’s Board of Directors from time to time.

The Company’s Audit Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Audit Committee is available on the Company’s website at www.ibtx.com.

COMPENSATION

COMMITTEE

Members:

William E. Fair (Chair)

G. Stacy Smith

J. Webb Jennings, III

All members Independent

Meetings held in 2018: 7

The Company’s Board of Directors has evaluated the independence of each of the members of the Compensation Committee and has affirmatively determined that each meets the definition of an “independent director” under The Nasdaq Stock Market Rules.

The Board of Directors has determined that each of the members of the Compensation Committee qualifies as a “nonemployee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

None of the directors who served on the Compensation Committee at any time during fiscal 2018 were officers or employees of the Company or were former officers or employees of the Company. Further, none of the directors who served on the Compensation Committee at any time during fiscal 2018 has any relationship with the Company requiring disclosure under “Related Person and Certain Other Transactions” below, other than William E. Fair, as described in that section. Finally, no executive officer of the Company serves, or in the past fiscal year has served, as a member of the compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on the Company’s Compensation Committee.

In accordance with its charter, the Compensation Committee has the responsibility and authority of establishing the philosophy that underlies the Company’s executive compensation program, for establishing and implementing that program and for reviewing and setting the compensation of each of the Company’s named executive officers and other executive officers. The Company’s Board of Directors has directed the Compensation Committee, in accordance with its charter, to ensure that the Company’s executive compensation program is designed and executed in a manner necessary to reflect the Company’s executive compensation philosophy, to achieve the Company’s goals and objectives and is consistent with regulatory requirements. Specifically, the Compensation Committee has responsibility for, among other things:

• reviewing, monitoring and approving the Company’s overall compensation structure, policies and programs (including benefit plans) and assessing whether the compensation structure establishes appropriate incentives for the Company’s executive officers and other employees and meets the Company’s corporate objectives;

  PROPOSAL I: ELECTION OF DIRECTORS  

• determining the annual compensation of the Company’s named executive officers as noted in “Executive Compensation and Other Matters”;

• reviewing the Company’s executive officer compensation program and determining if:

• such program is appropriately linked to the Company’s short-term and long-term financial and other performance;

• the interests of the Company’s executive officers are appropriately aligned with the interests of the Company’s shareholders or can be more appropriately aligned through greater equity ownership by the Company’s executive officers and by having a greater proportion of executive officer compensation tied to the Company’s financial and other performance; and

• the base salaries and incentive compensation opportunities provided to the Company’s executive officers are competitive with those packages offered by other similarly situated and similarly performing financial institutions;

• addressing such other matters relating to the Company’s executive compensation program as it deems appropriate;

• reviewing the compensation decisions made by the Company’s named executive officers with respect to the Company’s other executive officers;

• overseeing the administration of the Company’s equity plans and other incentive compensation plans and programs and preparing recommendations and periodic reports to the Company’s Board of Directors relating to these matters; and

• handling such other matters that are specifically delegated to the Compensation Committee by the Company’s Board of Directors from time to time.

The Company’s Compensation Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Compensation Committee is available on the Company’s website at www.ibtx.com.

From time to time, the Compensation Committee may, by resolution of the Compensation Committee, delegate to one or more other committees of the Board of Directors of the Company separate but concurrent authority, to the extent specified in such resolution, to administer such plans with respect to employees of the Company, its subsidiaries, and consultants who are not subject to the short-swing profit restrictions of Section 16(b) of the Exchange Act.

In 2018, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”) as its compensation consultant. Meridian is a highly-respected compensation consultant with over 70 professionals in ten offices in the U.S. and Canada, and provides a wide spectrum of compensation consulting and corporate governance services to over 500 publicly-traded and privately-held corporations. Meridian is fully-owned by its partners and well-known for their experience in banking and financial services. The firm brings a deep knowledge of the Company’s peers and best practices in compensation and governance. Meridian is strongly independent and proactively informs the Company about relevant emerging issues. With Meridian’s guidance, the Company has enhanced its approach to compensation, including the development of a new peer group and the addition of several performance-based metrics for incentive compensation.

The Compensation Committee’s former compensation consultant, Johnson Associates, performed work for the Compensation Committee in 2018 prior to the engagement of Meridian. Johnson Associates facilitated the committee’s decision regarding 2018 base pay and advised the committee on the establishment of performance goals and metrics.

At the recommendation of the Compensation Committee, the Company’s Board of Directors adopted the 2015 Performance Award Plan, which was approved by the Company’s shareholders at the Company’s 2015 annual meeting. Pursuant to the 2015 Performance Award Plan, executive officers are eligible to receive cash and equity based performance awards based upon the achievement of goals related to the performance of the Company. At the end of each year, the Compensation Committee reviews the level of achievement of the pre-established performance goals.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

CORPORATE GOVERNANCE AND NOMINATING

COMMITTEE (CGNC)

Members:

Douglas A. Cifu (Chair)

Donald L. Poarch

Michael T. Viola

All members Independent

Meetings held in 2018: 2

The Company’s Board of Directors has evaluated the independence of each of the members of the CGNC and has affirmatively determined that each meets the definition of an “independent director” under The Nasdaq Stock Market Rules and SEC regulations.

The Company’s CGNC has responsibility for, among other things:

• recommending persons to be selected by the Company’s Board of Directors as nominees for election as directors and to fill any vacancies on the Company’s Board of Directors; provided that if this Committee is not comprised solely of independent directors under The Nasdaq Stock Market Rules, the Committee shall make its recommendations to the independent members of the Company’s Board of Directors, who, in turn, shall nominate persons to be selected by the Company’s Board of Directors as nominees for election as directors and to fill any vacancies on the Company’s Board of Directors;

• monitoring the function of the Company’s standing committees and recommending any changes, including the creation or elimination of any committee;

• developing, reviewing and monitoring compliance with the Company’s corporate governance guidelines;

• reviewing and approving all related person transactions for potential conflicts of interest situations on an ongoing basis;

• reviewing annually the composition of the Company’s Board of Directors as a whole and making recommendations; and

• handling such other matters that are specifically delegated to the CGNC by the Company’s Board of Directors from time to time.

The Company’s CGNC has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the CGNC is available on the Company’s website at www.ibtx.com.

In carrying out its functions, the CGNC has developed the following qualification criteria for all potential nominees for election, including incumbent directors, board nominees and shareholder nominees:

• integrity and high ethical standards in the nominee’s professional life;

• sufficient educational and professional experience, business experience or comparable service on other boards of directors to qualify the nominee for service on the Company’s Board of Directors;

• evidence of leadership and sound judgment in the nominee’s professional life;

• whether the nominee is well recognized in the community and has a demonstrated record of service to the community;

• diversity of viewpoints, background, experience, race, gender, ethnicity and other demographic factors;

• a willingness to abide by any published code of conduct or ethics for the Company; and

• a willingness and ability to devote sufficient time to carrying out the duties and responsibilities required as a member of the Company’s Board of Directors.

As described above, diversity is one criteria on which the CGNC bases its recommendations of new nominees for director positions. On December 7, 2017, the Board of Directors of the Company adopted a Board Diversity Policy. For more information on this policy and its implementation, please refer to the following section in this Proxy Statement titled “Board Diversity”.

  PROPOSAL I: ELECTION OF DIRECTORS  

Director Nominations

The Company’s Board of Directors does not have a policy with respect to the consideration of any director candidates recommended by shareholders. All recommended candidates will be considered by the CGNC of the Board of Directors for nomination in light of the attributes specified in this section.

A notice of a shareholder to make a nomination of a person for election as a director of the Company must be made in writing and received by the Corporate Secretary of the Company:

• for the Annual Meeting of Shareholders, not more than one hundred twenty (120) days and not less than ninety (90) days in advance of the anniversary date of the immediately preceding annual meeting; provided, however, that in the event that the annual meeting is called on a date that is not within thirty (30) days before or after such anniversary date, notice by the shareholder in order to be timely must be so received not later than the close of business on the fifteenth (15) day following the day on which notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was made, whichever first occurs; or

• in the event of a Special Meeting of Shareholders, such notice shall be received by the Corporate Secretary not later than the close of business on the fifteenth (15) day following the day on which notice of the meeting is first mailed to shareholders or public disclosure of the date of the special meeting was made, whichever first occurs.

Every such notice by a shareholder must set forth:

• the name and residence address of the shareholder of the Company who intends to make a nomination or bring up any other matter;

• a representation that the shareholder is a holder of the Company’s voting stock (indicating the class and number of shares owned) and intends to appear in person or by proxy at the meeting to make the nomination or bring up the matter specified in the notice;

• with respect to notice of an intent to make a nomination for the election of a person as a director of the Company, a description of all arrangements or understandings among the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and

• with respect to an intent to make a nomination, such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the SEC had each nominee been nominated by the Board of Directors of the Company.

At the meeting of shareholders, the Chairman shall declare out of order and disregard any nomination or other matter not presented in accordance with these requirements.

The shareholder must also submit the nominee’s consent to be elected and to serve. The Board of Directors may require any nominee to furnish any other information that may be needed to determine the eligibility and qualifications of the nominee. Any recommendations in proper form received from shareholders will be evaluated in the same manner that potential nominees recommended by directors or management are evaluated.

Director Nominee Agreements

In connection with the Company’s acquisition of Carlile, effective April 1, 2017, the Company entered into nominee agreements with Tom C. Nichols and LEP Carlile Holdings, LLC (“LEP”) whereby Mr. Nichols and LEP would have certain continuing rights to propose nominees to the Company’s Board of Directors and maintain certain representation on the board. Under his agreement, Mr. Nichols has certain continuing rights to be a board nominee to the Company’s Board of Directors. Under his agreement and provided that Mr. Nichols continues to satisfy the Company’s governance and ethics policies, the Company is required to nominate and recommend Mr. Nichols for election as a Class I director of the Company, and the Company, as the sole shareholder of Independent Bank, is required to elect Mr. Nichols as a director of Independent Bank. If Mr. Nichols no longer beneficially owns at least 50% of the aggregate number of shares of common stock of the Company that he received in the Company’s acquisition of Carlile, then upon the written request of the Company’s board, Mr. Nichols will resign from the Company’s board and the Company will have no further obligations to nominate and recommend Mr. Nichols for election to the Company’s board.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

Under the Company’s agreement with LEP, LEP has the right to designate one person as a nominee to serve on the Company’s Board of Directors during the term of the agreement. Mr. Gormley is currently the designee of LEP. Provided that Mr. Gormley continues to satisfy the Company’s governance and ethics policies, the Company is obligated to nominate and recommend Mr. Gormley as a Class II director. LEP has the right to appoint a substitute representative in certain circumstances. If LEP no longer beneficially owns at least 50% of the aggregate number of shares of the Company common stock that it received in the Company’s acquisition of Carlile, then upon the written request of the Company’s Board of Directors, LEP will cause its nominee to resign from the Company’s board and the Company will have no further obligation to nominate and recommend LEP’s nominee for election to the Company’s board.

STRATEGIC PLANNING COMMITTEE

Members:

G. Stacy Smith (Chair)

David R. Brooks

William E. Fair

Tom C. Nichols

Paul W. Taylor

3 members Independent

Meetings held in 2018: 3

The Company’s Board of Directors has evaluated the independence of each of the members of the Strategic Planning Committee and has affirmatively determined that Mr. Nichols, Mr. Smith and Mr. Fair meet the definition of an “independent director” under The Nasdaq Stock Market Rules. Mr. Brooks does not meet the definition of “independent director” under The Nasdaq Stock Market Rules because he is a named executive officer of the Company. Paul W. Taylor does not meet the definition of an “independent director” under The Nasdaq Stock Market Rules because he is a former officer of Guaranty Bancorp and receives compensation from the Company under a consulting arrangement.

The Company’s Strategic Planning Committee has responsibility for, among other things:

• establishing plans for the growth of the Company, including organic growth plans and strategic acquisitions;

• identifying new market areas;

• identifying new management candidates to enhance product and geographic expansion;

• identifying acquisition targets and developing plans to pursue acquisitions of such identified targets; and

• reviewing capital and financing levels, financial partners, and ensuring continued access to capital and financing.

The Company’s Strategic Planning Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Strategic Planning Committee is available on the Company’s website at www.ibtx.com.

RISK OVERSIGHT COMMITTEE

Members:

Daniel W. Brooks (Chair)

Craig E. Holmes

Michael T. Viola

Rob Gentry

3 members Independent

Meetings held in 2018: 1

On August 28, 2018, the Board of Directors established and adopted the Charter of the Risk Oversight Committee. The purpose of the Risk Oversight Committee is to assist the Board of Directors through oversight of the Company’s enterprise-wide risk management process, including the strategies, policies and practices established by management to identify, assess, measure and manage significant risks. The Risk Oversight Committee oversees risk across the entire Company and enhances the understanding of the Company’s overall risk tolerance and enterprise-wide risk management activities and effectiveness. The Risk Oversight Committee reports to the Board of Directors on a bi-annual basis.

The members of Board of Directors that are also members of the Risk Oversight Committee are Daniel W. Brooks (Chair), Craig E. Holmes, and Michael T. Viola. Rob Gentry is a member of the Risk Oversight Committee as a representative from the Independent Bank Board of Directors.

The Risk Oversight Committee has responsibility for, among other things:

• overseeing the Company’s risk management infrastructure, including annual review and approval of the Enterprise Risk Management Policy, which such policy describes the Company’s risk tolerance and strategies for managing risk in the context of the overall business plan;

  PROPOSAL I: ELECTION OF DIRECTORS  

• overseeing the Company’s financial risk management, capital management, financial performance and compliance, and corporate development, including annual review and approval of the Company’s Capital Management Policy, and its Comprehensive Strategic Plan, which describe the Company’s capital risk tolerances and strategies for strategic management risk related to capital;

• receiving regular reports from management which:

I.   enable the committee to assess the risks involved in the business and how risks are monitored and controlled by management; and

II.  give clear and explicit information on current and forward-looking aspects of risk exposure;

• assessing of compliance with the Company’s risk limit structure and policies and procedures relating to risk governance, practices, and risk controls across the enterprise;

• assessing the adequacy of staffing at the Company to ensure the availability of adequate staffing to carry out the objectives of the Enterprise Risk Management Policy, the Capital Management Policy, and the Strategic Plan;

• consulting, as deemed appropriate by the committee, with external experts to review information on emerging practices and risks;

• assessing Management’s success in communicating the Company’s risk culture to employees, regulators, and shareholders as appropriate;

• preparing reports to the Boards of the Company and the Bank on the overall risk profile of the Company (including risk related to capital management), the Committee’s assessment of management’s programs for managing enterprise risk and capital, and information concerning current and prospective macroeconomic and financial factors that may affect the Company’s financial stability;

• retaining, at its discretion, outside advisors to consider from time to time any other matters that the committee believes are required of it in keeping with its responsibilities;

• seeking such assurance as it may deem appropriate that Company employs a Chief Risk Officer responsible for enterprise risk oversight and management, and which such officer possesses risk management expertise that is commensurate with the Company’s capital structure, risk profile, complexity, activities, size, and other risk-related factors that are appropriate, and that the Chief Risk Officer:

I.   participates in the risk management and oversight process at the highest level on an enterprise-wide basis; and

II.  operates independently from individual business units by reporting administratively to the Chief Executive Officer and functionally to the committee as prescribed by the committee charter; and

• performing any other duties or responsibilities expressly delegated to the committee by the Board of Directors from time to time.

The Company’s Risk Oversight Committee has adopted a written charter, which sets forth the committee’s duties and responsibilities. The charter of the Risk Oversight Committee is available on the Company’s website at www.ibtx.com.

the total number of meetings of the Board of Directors (held during the period for which he or she was a director);

the total number of meetings of all committees of the Board of Directors on which he or she served (during the period that he served), except for Mr. Jennings who was added to the Audit Committee on April 19, 2018 and was present for 50% of Audit Committee meeting after that date; and

Five directors attended our 2018 annual meeting of shareholders.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

consider the benefits of all aspects of diversity in order to enable the Board of Directors to discharge its duties and responsibilities effectively;

consider candidates on merit based on their talents, experiences, areas of expertise, skills, character, qualities and interpersonal communication and acumen, as well as a criteria designed to promote diversity;

consider the balance of skills, experiences, independence and backgrounds of all of the directors and the diversity representation on the Board of Directors, including gender; and

the CGNC will specifically consider and recommend to the Board of Directors potential strategies for identifying female board candidates.

  PROPOSAL I: ELECTION OF DIRECTORS  

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

  PROPOSAL I: ELECTION OF DIRECTORS  

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

Name of Beneficial Owner ⁽¹⁾

Number of Shares
Beneficially Owned

Percentage Beneficially
Owned ⁽²⁾

Directors, Nominees for Director & Executive Officers:

    David R. Brooks

    Daniel W. Brooks

116,389

⁽⁴⁾ 

*

    Brian E. Hobart

130,585

⁽⁵⁾ 

*

    Michelle S. Hickox

26,751

⁽⁶⁾ 

*

    James C. White

14,584

*

    James P. Tippitt

7,562

⁽⁷⁾ 

*

    Mark S. Haynie

22,839

*

    Douglas A. Cifu

42,669

*

    William E. Fair

217,721

⁽⁸⁾ 

*

    Mark K. Gormley

1,098,450

⁽⁹⁾ 

*

    Alicia K. Harrison (Current Director Nominee)

0

*

    Craig E. Holmes

16,411

*

    J. Webb Jennings III

41,754

*

    Tom C. Nichols

207,781

⁽¹⁰⁾ 

*

    Donald L. Poarch

140,399

⁽¹¹⁾ 

*

    G. Stacy Smith

226,022

⁽¹²⁾ 

*

    Paul W. Taylor (Not Standing for Re-election)

36,229

*

    Michael T. Viola

24,813

*

All Directors & Executive Officers as a Group (17 persons)

3,284.716

7.5

% 

Principal Shareholders:

    Vincent J. Viola

4,443,839

10.2

% 

Indicates ownership does not exceed 1%.

The address of the person shown in the foregoing table who is a beneficial owner of more than 5% of the common stock is as follows: Vincent J. Viola, 7777 Henneman Way, McKinney, Texas 75070.

The percentages are based upon 43,667,293 shares issued and outstanding as of the Record Date.

Of these shares, 834,054 are held of record by David R. Brooks and 80,000 shares are held of record by trusts for his children of which he and his wife are trustees. Included in Mr. Brooks’ total shares are 175,000 shares pledged as security for bank loans.

Includes 40,000 shares pledged as security for bank loans.

Includes 22,222 shares pledged to secure bank loans.

Includes 26,417 shares held of record by Michelle S. Hickox and 334 shares held of record by Independent Bank 401(k) Profit Sharing Plan, of which Ms. Hickox is beneficiary.

Includes 7,166 shares held of record by James P. Tippit and 396 shares held of record by Independent Bank 401(k) Profit Sharing Plan, of which Mr. Tippit is beneficiary.

Includes 209,074 shares held of record by William E. Fair, 7,547 shares held of record by an IRA, of which Mr. Fair is beneficiary, and 1,100 shares held of record by Fair Title, Inc. dba Hatco Investments, of which Mr. Fair is President. Included in his total shares, are 130,476 shares pledged as security for bank loans.

  PROPOSAL I: ELECTION OF DIRECTORS  

Of these shares, 1,654 shares are held of record by Mr. Gormley and 1,096,796 shares are directly owned by LEP Carlile Holdings, LLC, a Delaware limited liability company. The members of LEP Carlile Holdings are Thomas H. Lee, Lee Equity Partners Realization Fund, L.P., a Delaware limited partnership, Lee Equity Strategic Partners Realization Fund, L.P., a Delaware limited partnership, and LEP Carlile Co-Investor Group I, LLC, a Delaware limited liability company (collectively, the “Funds”). Mr. Gormley is a member and equity owner of the general partner of the Funds. Mr. Gormley disclaims beneficial ownership of such shares, except to the extent of his or its pecuniary interest therein, if any.

Includes 206,400 shares held of record by Tom C. Nichols and 1,381 shares held of record by his wife, Lynda Nichols.

Of these shares, 125,000 shares are held of record by Poarch Family Limited Partnership, of which Mr. Poarch is the President of its General Partner, Donald L. Poarch, Inc., and 15,399 shares are held of record by Donald Poarch.

Of these shares, 91,022 shares are held of record by G. Stacy Smith, and 135,000 shares are held of record by SCW Capital LP, of which Mr. Smith is a principal.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

  PROPOSAL I: ELECTION OF DIRECTORS  

Filing made by William E. Fair in connection with common stock acquired on April 26, 2018. The Form 4 was filed with the SEC on May 4, 2018; and

Filing made by Donald L. Poarch in connection with common stock acquired on October 25, 2018 and December 14, 2018. The Form 4 was filed with the SEC on January 22, 2019.

  PROPOSAL I: ELECTION OF DIRECTORS  

DIRECTOR COMPENSATION

  Douglas A. Cifu

$

60,000

$

43,481

$

—

$

103,481

  William E. Fair

65,000

43,481

—

108,481

  Mark K. Gormley

55,000

43,481

—

98,481

  Craig E. Holmes

70,000

43,481

—

113,481

  J. Webb Jennings III

55,000

43,481

—

98,481

  Tom C. Nichols

55,000

43,481

—

98,481

  Donald L. Poarch

55,000

43,481

—

98,481

  G. Stacy Smith

60,000

43,481

—

103,481

  Michael T. Viola

55,000

43,481

—

98,481

  Christopher M. Doody⁽²⁾

—

—

—

—

Reflects awards granted for service in 2018 calculated by multiplying the restricted stock grant shares by the grant date fair value of $71.75 on January 31, 2018.

Christopher M. Doody resigned as a director on March 15, 2018 in connection with the sale of all the shares of Company common stock by Trident IV PF Depository Holdings, LLC and Trident IV Depository Holdings, LLC. Mr. Doody’s resignation was not a result of a disagreement between the Company or its management and Mr. Doody related to the Company’s operations, policies or practices.

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

PROPOSAL II: AMENDMENT OF CHARTER TO

IMPLEMENT A MAJORITY VOTE STANDARD FOR THE

UNCONTESTED ELECTION OF DIRECTORS

Implement a majority vote standard for the uncontested election of directors;

Implement a majority vote standard for shareholder-approved amendments to the Bylaws;

Eliminate the “supermajority” voting requirement for fundamental corporate changes;

Provide for updated requirements for shareholder nominations and proposals; and

Incorporate corrections and amendments adopted in 2013.

PROPOSAL III: AMENDMENT OF CHARTER TO IMPLEMENT

A MAJORITY VOTE STANDARD FOR SHAREHOLDER-

APPROVED AMENDMENTS TO THE BYLAWS

ENHANCEMENTS TO OUR CORPORATE GOVERNANCE

CHARTER AMENDMENT

INDEPENDENT BANK GROUP, INC.

PROXY STATEMENT 2019

PROPOSAL IV:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

(“SAY-ON-PAY”)

  PROPOSAL IV: ADVISORY VOTE ON EXECUTIVE COMPENSATION (“SAY ON  PAY”)  

COMPENSATION DISCUSSION & ANALYSIS

Completed the Guaranty Bancorp acquisition as scheduled on January 1, 2019, on the terms and with the exchange ratio originally announced;

Successfully focused efforts on integration of the Guaranty acquisition, emphasizing execution of cost saves coupled with a balanced investment in infrastructure and leveraging of Guaranty’s personnel and systems;

Managed total assets to be less than $10 billion at December 31, 2018, delaying the impact of the Durbin amendment limitation on interchange fees until July 2020;

Achieved organic loan growth of 12% for 2018;

Continued strong asset quality with all credit metrics remaining at historically low levels; and