Dear Fellow Shareholder:
Sincerely, C. Malcolm Holland, III Chairman of the Board and Chief Executive Officer | ||
__, 2017 PROPOSAL Potential Payments upon Termination or Change in Control Review and Approval of Transactions with Related Persons VERITEX HOLDINGS, INC. PROXY STATEMENT FOR __, 2017. You should read the entire proxy statement carefully before voting. 18, 2017 75225. election: Each holder of record of the Company’s outstanding common stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the annual meeting. 17, 2017. If you fail to bring a nominee-issued proxy to the annual meeting, you will not be able to vote your nominee-held shares in person at the annual meeting. annual meeting? shareholders of record receiving multiple copies of the notice and proxy statement can request householding by contacting us in the same manner. Shareholders who own shares through a bank, broker or other nominee can request householding by contacting the bank, broker or other nominee. board? meeting, subject to approval of Proposal 1 by the Company’s shareholders. Each of the foregoing nominees is currently serving as a director of the Company, other than April Box, Ned N. Fleming, III, Gordon Huddleston, and Gregory Morrison. C. Malcolm Holland, III William C. Murphy Pat S. Bolin(1)(2) Blake Bozman(1)(2) Mark Griege(2) Michael D. Ilagan(3) Michael Kowalski(1)(3) John Sughrue(1)(3) Ray W. Washburn(3) William C. Murphy. William C. Murphy has served as the Vice Chairman of both a publicly traded company. If the proposal to approve the amendment to the Company’s bylaws is approved by the Company’s shareholders, the eleven (11) director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected. However, in the event the proposal to approve the amendment to the Company’s bylaws is not approved by the Company’s shareholders, the nine (9) director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected. compensation plans and arrangements, and periodically reviews these arrangements to evaluate whether incentive or other forms of compensation encourage unnecessary or excessive risk taking by the Company. Our Nominating Committee. bylaws. 2016. Our Audit Committee has adopted a written charter, which sets forth the Governance”. cost levels or budgeted amounts that may be provided by its independent auditor without obtaining specific pre-approval from the Audit Committee. 2016. The Corporate Governance and Nominating Committee met four times in 2016. Other than as described in the foregoing, there are no stated minimum criteria for director nominees. amendments to the Code of Business Conduct and Ethics, or any waivers of requirements thereof, will be disclosed on our website within four days of such amendment or waiver. ” C. Malcom Holland, III William C. Murphy Noreen E. Skelly LaVonda Renfro Angela Harper Jeff Kesler Jeff Kesler. Jeff Kesler has served as our Executive Vice President and C. Malcolm Holland, III, Chairman of the Board and Chief Executive Officer William C. Murphy, Vice Chairman of the Board Noreen E. Skelly, Chief Financial Officer align executive compensation with the long-term objectives of the organization. The Compensation Committee considers market practices, external competiveness, shareholder interests and advice from independent compensation consultants in establishing the amount of equity awards granted. The option awards are time-based with a three-year vesting period. Restricted stock units require conditions to be met in determining the number of awards that may vest over a three-year period. See “—Awards to Named Executive Officers” below for information regarding the restricted stock units. Insurance Premiums. We invest in bank owned life insurance due to its attractive nontaxable return and protection against the loss of its key employees. Amounts included in the Summary Compensation Table represent premiums paid by us on behalf of the named executive officer. C. Malcolm Holland, III William C. Murphy Noreen E. Skelly We have also granted restricted stock units to each of our named executive officers. The Other than Company. Pat S. Bolin(1) Blake Bozman(2) Mark Griege(3) Michael D. Ilagan(4) Michael Kowalski(5)(8) John Sughrue(6) Ray W. Washburne(7) All non-employee directors have been and will continue to be reimbursed for their reasonable out-of-pocket travel expenses incurred in attending meetings of our board or any committees thereof. Directors are also entitled to the protection provided by the indemnification provisions in C. Malcolm Holland, III (Chairman and Chief Executive Officer) William C. Murphy (Vice Chairman and 5% holder) Ray W. Washburne (director) SunTx Veritex Holdings, L.P. (5% holder) On November 10, 2015, at the request of SunTx, we filed a registration statement on Form S-3, which became effective on November 25, 2015, registering the sale of all 1,572,370 shares of our common stock owned by SunTx. On December 14, 2016, each of the WCM Parties waived all “piggy-back” rights it had under the registration rights agreement with respect to our registered public offering of common stock on December 20, 2016. Directors and Named Executive Officers: C. Malcolm Holland, III(4) William C. Murphy(5) Noreen E. Skelly(6) Pat S. Bolin(7) Blake Bozman(8) Mark Griege(9) Michael D. Ilagan Michael Kowalski(15) John Sughrue(10) Ray W. Washburne(11) All Directors and Executive Officers as a Group (13 persons) Principal Shareholders: 5% Security Holders: SunTx Veritex Holdings, L.P.(12) Basswood Management, L.L.C.(13) William C. Murphy(14) Based solely on units. December __, 2017. Any such proposal must comply with the requirements of Rule 14a-8.
Dallas, Texas 75225
(972) 349-620020152017 annual meeting of shareholders (the "annual meeting"“annual meeting”) of Veritex Holdings, Inc. (the "Company"“Company”) will be held on Thursday, May 14, 2015,18, 2017, at 5:00 p.m., Central Time, inat the Company’s corporate headquarters at 8214 Westchester Drive, Suite 400, Dallas, Texas, for the following purposes:1.To elect nine (9) directors to serve on the board of directors of the Company until the next succeeding annual meeting to be held in 2016, and each until their successors are duly elected and qualified or until their earlier resignation or removal;2.To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015; and3.To transact such other business as may properly come before the annual meeting or any adjournment thereof.1. to approve an amendment to Section 4.02(a) of the Third Amended and Restated Bylaws of the Company (the “Company’s bylaws”) to remove the range of the size of the board of directors; 2. to elect eleven (11) directors, or, in the event the proposal to approve the amendment to Section 4.02(a) of the Company’s bylaws is not approved by the Company’s shareholders, nine (9) directors, to serve on the board of directors of the Company until the next succeeding annual meeting to be held in 2018, and each until their successors are duly elected and qualified or until their earlier resignation or removal; 3. to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017; and 4. to transact such other business as may properly come before the annual meeting or any adjournment thereof. 18, 2015,29, 2017 will be entitled to receive notice of and to vote at the annual meeting. For instructions on voting, please refer to the enclosed proxy card or voting information form. A list of shareholders entitled to vote at the annual meeting will be available for inspection by any shareholder at the principal office of the Company during ordinary business hours for a period of ten (10) days prior to the annual meeting. This list also will be available to shareholders at the annual meeting.
C. Malcolm Holland, III
Chairman of the Board and Chief Executive Officer
April 2, 201520152017 Annual Meeting of Shareholders To Be Held on May 14, 2015:18, 2017: This proxy statement and our 20142016 Annual Report are available at www.veritexbank.com/proxymaterials."About“About the Annual Meeting"Meeting” for more information on how to vote your shares or revoke your proxy. 8Board of Director Meetings8Director Independence8Board Leadership Structure8Risk Management and Oversight8Board Committees9Audit Committee9Independent Auditors10Fees Paid to Independent Registered Public Accounting Firm10Audit Committee Pre-Approval Policy10Report of the Audit Committee112.3. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Compensation Committee 21 General Private Placements of Common Stock 24Registration Rights Agreement25 Table of Contents8124
8214 Westchester Drive, Suite 400
Dallas, Texas 7522520152017 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 201518, 2017"we," "us," "our," "our“we,” “us,” “our,” “our company,"” the "Company"“Company” or "Veritex"“Veritex” refer to Veritex Holdings, Inc., a Texas corporation, and its consolidated subsidiaries as a whole; references to the "Bank" refer“Bank” refers to Veritex Community Bank, a wholly-owned subsidiary of Veritex Holdings, Inc.the Company. In addition, unless the context otherwise requires, references to "shareholders"“shareholders” are to the holders of our common stock, par value $0.01 per share (the "common stock"“common stock”)."board"“board”) for use at the 20152017 annual meeting of shareholders of the Company to be held on Thursday, May 14, 201518, 2017 at 5:00 p.m., Central Time, at 8214 Westchester Drive, Dallas, Texas, Suite 400, and any adjournments thereof (the "annual meeting"“annual meeting”) for the purposes set forth in this proxy statement and the accompanying notice of the meeting. This proxy statement, the notice of the meeting, the annual report to shareholders or Form 10-K for the year ended December 31, 2016, and the enclosed proxy card (collectively, the "proxy materials"“proxy materials”) isare first being sent to shareholders on or about April 2, 2015.20152017 Annual Meeting of Shareholders To Be Held on May 14, 2015"SEC"“SEC”), the Company is providing access to its proxy materials both by sending you a full set of proxy materials and making copies of these materials available on the Internet at www.veritexbank.com/proxymaterials.proxymaterials.14, 2015,18, 2017, at VeritexVeritex’s corporate headquarters located at 8214 Westchester Drive, Suite 400, Dallas, Texas in Suite 400. This is the 2015 annual meeting of shareholders. 1.To elect nine (9) directors to serve on the board of the Company until the next succeeding annual meeting to be held in 2016, and each until their successors are duly elected and qualified or until their earlier resignation or removal;2.To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015; and3.To transact such other business as may properly come before the annual meeting or any adjournment thereof.1. to approve an amendment to Section 4.02(a) of the Third Amended and Restated Bylaws of the Company (the “Company’s bylaws”) to remove the range of the size of the board of directors; 2. to elect eleven (11) directors, or, in the event the proposal to approve the amendment to Section 4.02(a) of the Company’s bylaws is not approved by the Company’s shareholders, nine (9) directors, to serve on the board of the Company until the next succeeding annual meeting to be held in 2018, and each until their successors are duly elected and qualified or until their earlier resignation or removal; 3. to ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2017; and 4. to transact such other business as may properly come before the annual meeting or any adjournment thereof. nine (9)eleven (11) persons have been nominated for reelection:
William C. Murphy
Pat S. Bolin
April Box
Ned N. Fleming, III
Gordon HuddlestonD. IlaganMichaelA. Kowalski
Gregory B. MorrisonRay W. WashburneCompany'sCompany’s outstanding common stock outstanding on March 18, 2015,29, 2017, which is the date that the Company's board has fixed as the record date for the annual meeting (the "record date"“record date”), are entitled to vote at the annual meeting. After you have thoroughly read and considered the information contained in this proxy statement, you•• YourThe Company must receive your proxy card must be received by the Company by no later than the time the polls close for voting at the annual meeting for your vote to be counted at the annual meeting. Please note that Internet voting will close at 6:00 p.m., Central Time, on May 13, 2015."street“street name,"” your ability to vote over the Internet depends on your broker'sbroker’s voting process. You should follow the instructions on your proxy card or voting instruction card. In order for you to"street name"“street name” in person at the annual meeting, you must bring a legal proxy from your broker, bank or other nominee, (1) confirming that you were the beneficial owner of those shares as of the close of business on Wednesday, March 18, 2015,the record date, (2) stating the number of shares of which you were the beneficial owner that were held for your benefit at that time by that broker, bank or other nominee and (3) appointing you as the record holder'sholder’s proxy to vote the shares covered by that proxy at the annual meeting."street name"“street name” holder?Company'sCompany’s stock transfer agent, you are considered the shareholder of record with respect to those shares. TheThis proxy statement and the proxy card have been sent directly to you by Continental Stock Transfer & Trust Company at the Company'sCompany’s request."street“street name." The” This proxy statement and the proxy card or voting instruction card have been forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.areconstitutes a quorum for the voting rights of the shareholders?9,484,64115,224,950 shares of common stock were outstanding.2)3). In the absence of specific instructions from you, your broker does not have discretionary authority to vote your(Proposal 1)(Proposals 1 and 2)."householding"“householding” and how does it affect me?"householding,"“householding,” is designed to reduce our printing and postage costs. However, a shareholder of record residing at such address who wishes to receive a separate copy of the notice and proxy statement in the future may contact the Company by mail at Veritex Holdings, Inc., 8214 Westchester Drive, Suite 400, Dallas, Texas 75225, Attn: Corporate Secretary.Secretary, or by phone at (972)-349-6200. Eligible"street“street name."” Please complete, sign, date and return each proxy card and voting instruction card that you receive to ensure that all your shares are voted.board'sboard’s recommendations on how I should vote my shares?Boardboard recommends that you vote your shares as follows:11—FOR the amendment to the Company’s bylaws;each nomineeall of the nominees for director; and23—FOR the ratification of the appointment of Grant Thornton LLP.don'tdon’t specify how my shares will be voted?11—FOR the amendment to the Company’s bylaws;23—FOR the ratification of the appointment of Grant Thornton LLP."street name"“street name” holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares, except that the nominee will have discretion to vote on the ratification of the appointment of Grant Thornton LLP (Proposal 2)3).••••simply attending the annual meeting without voting in person will not revoke your proxy."street name"“street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in "street name"“street name” in order to direct a change in the manner your shares will be voted.1)2). Therefore,If the proposal to approve the amendment to the Company’s bylaws is approved by the Company’s shareholders, the eleven (11) director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected. However, in the event the proposal to approve the amendment to the Company’s bylaws is not approved by the Company’s shareholders, the nine (9) director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected.LLP'sLLP’s appointment as the Company'sCompany’s independent registered public accounting firm (Proposal 2)3) will require the affirmative vote of the holders of a majority of the votes cast at the annual meeting.nominees.nominees (Proposal 2). Because the ratification of the appointment of the independent registered public accounting firm is considered a routine matter and a broker or other nominee may generally vote on routine matters, no broker non-votes are expected to occur in connection with this proposal. Any abstentions will not have the effect of a vote against the proposalsproposal to ratify the appointment of Grant Thornton LLP as the Company'sCompany’s independent registered public accounting firm (Proposal 2)3).Company'sCompany’s common stock.board of directors? Our Bylaws(7) nor more than nine (9) individuals, unless such number is increased to eleven (11) individuals in the context of a merger and/or acquisition involving the Company and/or its subsidiaries, as more fully described in “Proposal 1. Amendment of the Company’s Bylaws—Summary of the Proposed Amendment.” Proposal 1, if approved, will remove the range of the size of the board and ourgrant the board the authority to fix by resolution the number of directors that constitutes the board. For further discussion, see “Proposal 1. Amendment of the Company’s Bylaws.” Our board has nominated nine (9)eleven (11) nominees to be elected at thisthe annual meeting.shallwill serve for a term commencing on the date of the annual meeting and continuing until the 20162018 annual meeting of shareholders or until each person'sperson’s successor is duly elected and qualified. Each nominee has agreed to serve if elected. If any named nominee is unable to serve, proxies will be voted for the remaining named nominees. Age Position(s) Director Since Age Position(s) Director
Since 55 Chairman of the Board and Chief Executive Officer 2009 57 Chairman of the Board and Chief Executive Officer 2009 65 Vice Chairman 2011 67 Vice Chairman 2011 63 Director 2011 44 Director 2009 56 Director 2009 48 Director 2014 61 Director 2013 54 Director 2009 54 Director 2009 66 Director 2011 53 Director N/A 46 Director 2009 56 Director N/A 58 Director 2009 Gordon Huddleston 34 Director N/A 63 Director 2013 57 Director N/A 56 Director 2009
________________________ourthe Company and has been our Chairman of the Board and Chief Executive Officer since 2009 and the Chairman of the Board, Chief Executive Officer and President of the Bank since its inception in 2010. Mr. Holland began his career in 1982 as a credit analyst and commercial lender at First City Bank. In 1984, Mr. Holland joined Capital Bank as a vice president of commercial lending. From 1985 to 1998, Mr. Holland was an organizer and executive vice president of EastPark National Bank, a de novo bank that opened in 1986. EastPark National Bank was acquired by Fidelity Bank of Dallas in 1995, and Mr. Holland served as executive vice president and head of commercial lending for Fidelity Bank of Dallas from 1995 to 1998, when the bank was acquired by Compass Bank. From 1998 to 2000, Mr. Holland served as senior vice president and head of business banking for Compass Bank. Mr. Holland served as President of First Mercantile Bank from 2000 to 2002, when the bank was acquired by Colonial Bank. From 2003 to 2009, Mr. Holland served as Chief Executive Officer for the Texaswas one of 15 members ofserved on the Executive Committee of the United States Golf Association infrom 2013 and 2014.through 2016. Mr. Holland is an active member and chairman of the business advisory committee of Watermark Community Church. He has served as chairman of the College Golf Fellowship from 2002 through 2014.to 2013. Mr. Holland received his Bachelor of Business Administration from Southern Methodist University in 1982. With over 3234 years of banking experience in the Dallas metropolitan area, Mr. Holland'sHolland’s extensive business and banking experience and his community involvement and leadership skills qualify him to serve as on our board and as Chairman.ourthe Company and the Bank since 2011 and actively participates in the execution of our business strategy and assists in the credit review process. From 2006 to 2011, Mr. Murphy served as the Chairman of the Board of Parkway National Bank and Parkway Bancshares, Inc., which were renamed Fidelity Bank of Dallas and Fidelity Resources Company, respectively. From 2001 to 2005, Mr. Murphy was the President and Chief Executive Officer of Mercantile Bank & Trust and fromwhich was sold to Texas Regional Bank. From 1999 to 2000, he served as a consultant for the Houston-based Sterling Bank to evaluate expansion opportunities in the Dallas market. From 1988 to 1998, Mr. Murphy served as the President and Chief Executive Officer of Fidelity Bank of Dallas, and then aswas an executive officer of the bank after it was acquired by Compass Bank in 1998. Under his leadership Fidelity completed four bank acquisitionacquisitions and three branch acquisitions and grew to $350 million in total assets with 14 banking offices. Mr. Murphy serves on the boardsboard of Eagle Oil & Gas Co., a private independent oil and gas company, and Foundation One Insurance Services.company. Mr. Murphy received a Bachelor of Business Administration in accounting from Southern Methodist University in 1971 and a Masters of Business Administration from Southern Methodist University in 1973. With over 40 years of banking experience in the Dallas metropolitan area, Mr. Murphy'sMurphy’s perspective, knowledge and extensive community relationships qualify him to serve on our board and as Vice Chairman. Mr. Bolin is also Chairman of the Board and Chief Executive officer of Eagle Corp., Inc. Mr. Bolin began his professional career as a landman for Mitchell Energy Corp. in 1973. Mr. Bolin currently serves on the board of directors of Fidelity Bank, Wichita Falls, Texas and its holding company, FB Bancshares, Inc. Mr. Bolin has previously served on the boards of directors of Mercantile Bank & Trust and Fidelity Bank of Dallas. Mr. Bolin also serves on the board of directors for Goodwill Industries and the executive board of the Southern Methodist University Cox School of Business and was recently appointed to the Second Century Campaign Steering Committee at Southern Methodist University.University Alumni Board. Mr. Bolin received a Bachelor of Arts in Psychology from Southern Methodist University in 1973. Mr. Bolin'sBolin’s diverse business and community banking experience along with his community involvement qualify him to serve on our board.Bozman'sBozman’s business experience, particularly in the consumer financial services industry, qualifies him to serve on our board.large-independentlarge independent wealth management firm based in Dallas, which he co-founded in 1985. Mr. Griege received a Bachelor of Business Administration from Southern Methodist University in 1981, and a Juris Doctor from the University of Texas School of Law in 1985. His significant experience and leadership of Robertson, Griege & Thoele bringsbring perspective and knowledge to our board regarding a variety of investment,investments, businesses and leadership, and qualify him to serve on our board.D. Ilagan.A. Kowalski. Michael D. Ilagan has served on our board since 2014. Since 2006, Mr. Ilagan has been with SunTx Capital Partners, where he is currently a Principal. From 1998 to 2005, Mr. Ilagan was an attorney at Skadden, Arps, Slate, Meagher, & Flom, LLP, and from 1988 to 1991, he was aconsultant at Bain & Company. He also serves on the board of directors of Carolina Beverage Group LLC and The Park Group Ltd. and previously served on the board of directors of Huron Inc. Mr. Ilagan received a Bachelor of Arts in Economics from the University of Chicago in 1988, a Masters of Business Administration from the University of Chicago in 1992, and a Juris Doctor from the Chicago-Kent College of Law in 1998. Mr. Ilagan's business experience and legal background qualifies him to serve on our board. Michael Kowalski. MichelA. Kowalski has served as a director of ourthe Company and the Bank since June 2013. Since March 2013, Mr. Kowalski hasretired from Pacific Premier Bank in November 2015, where he served as Senior Vice President of Pacific Premier Bank, following its acquisition of First Associations Bank.Bank in March 2013. From 2007 to March 2013, Mr. Kowalski served as Chairman and Chief Executive Officer of First Associations Bank. Mr. Kowalski received a Bachelor of Science in Mathematics from John Carroll University in 1976 and has been a licensed Certified Public Accountant since 1979. Mr. Kowalski'sKowalski’s financial expertise and 30 years of community banking experience provides our board with significant knowledge and insight regarding the business and operations of banks and qualifies him to serve on our board.ourthe Company since 2009. Mr. Sughrue currently serves as the Chairman of FIG Enterprises, Inc., the parent company of the Fashion Industry Gallery, a boutique wholesale venue for the fashion retail trade. Mr. Sughrue also serves as a Director and Chief Executive Officer of BrooksBrook Partners, Inc., a diversified real estate company based in Dallas, which he founded in 1994. From 2007 to 2009, Mr. Sughrue served as an advisory board member for the Texas Region of Colonial Bank. From 1987 to 1989, Mr. Sughrue was an associate at Merrill Lynch Capital Markets and from 1983 to 1985 he was a Real Estate Lending Officer at Chemical Bank. Mr. Sughrue received a Bachelor of Arts in Economics from Harvard College in 1982 and a Masters of Business Administration from the Amos Tuck School of Business at Dartmouth College in 1988. Mr. Sughrue'sSughrue’s significant business experience and community involvement qualifies him to serve on our board. Ray W. Washburne. Ray W. Washburn has served on our board since 2009. Mr. Washburne is currently the owner and serves as Chairman and Chief Executive Officer of Charter Holdings, a Dallas based private investment company. In addition, Mr. Washburne is the co-owner of M Crowd Restaurant Group, which owns the Mi Cocina and Taco Diner restaurant chains, which he co-founded in 1991. Since 2009 he has also served as the managing partner of the Highland Park Village, a premier retail destination in Dallas. Additionally, Mr. Washburne currently serves as the Finance Chairman of the Republican National Committee. Mr. Washburne received his Bachelor of Arts from Southern Methodist University in 1984. Mr. Washburne's leadership skills and business experience qualify him to serve on our board. As of February 17, 2015, based on the information reported on a Schedule 13G filed with the SEC,owned 16.6% of our outstanding common stock. Pursuant to an agreement between SunTx and us, SunTx iswas entitled to nominate one representative to serve on our board of directors and the board of directors of the Bank for so long as SunTx holdsand/or its Affiliates (as defined in the Director Nomination Agreement) held at least 4.9% of our outstanding common stock. See "Certain RelationshipsMichael D. Ilagan currently serves as the SunTx representative on our board and Related Person Transactions—Agreementsthe board of directors of the Bank, but is not a nominee for election as a director of the Company at the annual meeting. Based on information provided to us by SunTx, SunTx and/or its Affiliates no longer own at least 4.9% of our outstanding common stock. As such, SunTx is no longer entitled to nominate a representative to our board and the board of directorsSunTX Veritex Holdings, L.P." for further discussion of this agreement. OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE ELECTION OF EACHALL OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARD.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RATIFY THE APPOINTMENT OF DIRECTORS.GRANT THORNTON LLP
AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2017.15fourteen times during the 20142016 fiscal year (including regularly scheduled and special meetings). During fiscal year 2014,2016, each director, with the exception of Ray Washburne, participated in at least 75% or more of the aggregate of (i) the total number of meetings of the board (held during the period for which he was a director) and (ii) the total number of meetings of all committees of the board on which he served (during the period that he served). It is our recommendation that each director standing for election at the annual meeting attend the annual meeting in person. Six (6) of our directors attended the 2016 annual meeting of shareholders. We anticipate all of our nominees for election with the exception of one, will attend the upcoming annual meeting.independent directors must comprise a majority of the Company's board within a specified period of timemembers of our initial public offering.board of directors are required to be independent. The rules of the Nasdaq Stock Market, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors."Certain“Certain Relationships and Related Person Transactions"Transactions” in this proxy statement.Holland'sHolland’s primary duties are to lead our board in establishing our overall vision and strategic plan and to lead our management in carrying out that plan. of directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the board believes that it is in the best interests of our organization to make that determination from time to time based on the position and direction of our organization and the membership of the board. The board has determined that having our Chief Executive Officer serve as Chairman of the Board is in the best interests of our shareholders at this time. This structure makes best use of the Chief Executive Officer'sOfficer’s extensive knowledge of our organization and the banking industry. The board views this arrangement as also providing an efficient nexus between our organization and the board, enabling the board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the board in a timely manner. The board does not have a lead independent director.of directors in monitoring the effectiveness of the Company'sCompany’s identification and management of risk, including financial other business risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive and employeeNominatingCorporate Governance and Corporate GovernanceNominating Committee monitors the risks associated with the independence of our board of directors.board. Management regularly reports on applicable risks to the relevant committee or the full board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our board and its committees.audit committee,Audit Committee, a compensation committeeCompensation Committee and a corporate governanceCorporate Governance and nominating committee. the our board may establish such additional committees as it deems appropriate, in accordance with applicable law and regulations and ourthe Company’s certificate of formation and Bylaws.MichaelMr. Kowalski serving as chair of the Audit Committee. Our board 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"“independent director” under applicable Nasdaq Stock Market rules, (ii) each of the members satisfies the additional independence standards under applicable SEC rules for audit committeeAudit Committee service and (iii) each of the members has the ability to read and understand fundamental financial statements. In addition, the board has determined that Mr. Kowalski has the requisite financial sophistication due to his experience and background and thus qualifies an "audit“audit committee financial expert"expert” as defined by the SEC and as required by Nasdaq Stock Market rules. The Audit Committee met 6five times in 2014.•••Company'sCompany’s financial statements;•••••of directors from time to time.committee'scommittee’s duties and responsibilities. The Audit Committee charter is available on our website at Relations/Relations—Corporate Governance.20152017 fiscal year. Grant Thornton LLP served as our independent auditors for the 20142016 fiscal year and reported on the Company'sCompany’s consolidated financial statements for that year.20132016 and 20142015 for purposes of considering whether such fees are compatible with maintaining the auditor'sauditor’s independence, and concluded that such fees did not impair Grant Thornton'sThornton’s independence. The policy of the Audit Committee is to pre-approve all audit and non-audit services performed by Grant Thornton LLP before the services are performed, including all of the services described under "—Audit“Audit Fees," "—Audit Related” “Audit-Related Fees," "—Tax Fees"” “Tax Fees” and "—All“All Other Fees"Fees” in the footnotes to the table below. The Audit Committee has pre-approved all of the services provided by Grant Thornton LLP in accordance with the policies and procedures described below. Fees paid to JonesBaggett LLP, our independent auditors for periods prior to the 2013 fiscal year have also been included below. JonesBaggett LLP merged with Whitley Penn LLP as of November 1, 2014. 2016 2015 $ 528,620 $ 273,786 Audit-related fees — — — 25,440 — — Total fees $ 528,620 $ 299,226 Audit Fees.________________________ Aggregate fees billed for service rendered by Grant Thornton LLP for the reviews of the our quarterly reports filed on Form 10-Q (for such periods where we filed such quarterly reports), the audit of the consolidated financial statements of the Company and services provided for the preparation of financial statements in accordance with PCAOB standards, other SEC filings were $65,928 and $450,779 for 2013 and 2014, respectively. Aggregate fees billed for services rendered by JonesBaggett LLP for the original audit of financial statements as a privately held entity and re-audit of services provided for the preparation of 2011 and 2012 financial statements in accordance with PCAOB standards, and other SEC filings were $48,073 and $122,126 for 2013 and 2014, respectively. Tax Fees. Aggregate fees billed for permissible tax services rendered by JonesBaggett LLP consisted of $9,350 and $11,650 for 2013 and 2014, respectively. These amounts included preparation of state and federal tax returns and preparation of quarterly federal tax filings. All Other Fees. Aggregate fees billed for all other services rendered by JonesBaggett LLP were $2,121 and $12,620 for 2013 and 2014, respectively. Other fees included the SBLF certification, and advisory services related to the accounting treatment of warrants and debt financing and other strategic matters.(1) (2) (3) Company'sCompany’s independent auditors. The Audit Committee will approve the engagement of auditors for a term of twelve (12)12 months, unless the Audit Committee considers a different period and specifically states otherwise. The Audit Committee annually reviews and pre-approves the services, and the associatedCompany'sCompany’s financial reporting process on behalf of the board. Management has the primary responsibility for preparing the Company'sCompany’s financial statements and the reporting process, including developing, maintaining and evaluating the Company'sCompany’s internal control over financial reporting in accordance with generally accepted accounting principles, or GAAP. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the Company'sCompany’s audited financial statements for the fiscal year ended December 31, 2014,2016, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.Company's 2014Company’s 2016 financial statements, including the Company'sCompany’s internal control over financial reporting. During 2014,2016, the Audit Committee met with Grant Thornton LLP, with and without management present, to discuss the results of their examinations, their evaluations of the Company'sCompany’s internal control over financial reporting, and the overall quality of the Company'sCompany’s financial reporting. In addition, the Audit Committee discussed with Grant Thornton LLP the matters required to be discussed pursuant to auditing standards adopted by the Public Company Accounting Oversight Board, or PCAOB and such other matters as are required to be discussed with the Auditauditors'auditors’ independence from management and the Company, including the matters in the written disclosures and the letter from Grant Thornton LLP required by the PCAOB, considered the compatibility of non-audit services with the auditors'auditors’ independence and concluded that the auditor'sauditor’s independence had been maintained.Company'sCompany’s board that the audited financial statements be included in the annual report to shareholders on Form 10-K for the fiscal year ended December 31, 2014.2016. Respectfully submitted,
AUDIT COMMITTEE of the Board of Directors
Michael A. Kowalski, Audit Committee Chairman
Pat S. Bolin, Audit Committee Member
Blake Bozman, Audit Committee Member
John T. Sughrue, Audit Committee MemberPROPOSAL 2. RATIFICATION OF THE APPOINTMENT OFINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Pursuant to the recommendation of the Audit Committee, the board has appointed Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015. The board is seeking ratification of the appointment of Grant Thornton LLP for the 2015 fiscal year. Shareholder ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the 2015 fiscal year is not required by our Bylaws, state law or otherwise. However, the board is submitting the selection of Grant Thornton LLP to our shareholders for ratification as a matter of good corporate governance. If the shareholders fail to ratify the selection, the Audit Committee will consider this information when determining whether to retain Grant Thornton LLP for future services. The ratification of such appointment will require the affirmative vote of the holders of a majority of the votes cast at the annual meeting.THE BOARD RECOMMENDS A VOTE "FOR" THE PROPOSAL TORATIFY THE APPOINTMENT OF GRANT THORNTON LLPAS THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR FISCAL 2015MarkMr. Griege serving as chair of the Compensation Committee. Our 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"“independent director” under the applicable rules and regulations of the SEC and the Nasdaq Stock Market. The Compensation Committee met threefour times in 2014.•••••••of directors from time to time.committee'scommittee’s duties and responsibilities. The Compensation Committee charter is available on our website at www.veritexbank.com.www.veritexbank.com under “About Us—Investor Relations—Corporate Governance”.
During 2016, the Compensation Committee engaged EY Human Capital Services (“EY”) as an independent compensation consultant. Pursuant to the engagement, EY provided the Compensation Committee with information regarding marketplace compensation trends and assisted the Compensation Committee with the identification and approval of an appropriate peer group against which to benchmark the Company’s compensation practices. The Compensation Committee has assessed the independence of EY pursuant to the rules of the SEC and concluded that EY’s work for the Compensation Committee did not raise any conflicts of interest.JohnMr. Sughrue serving as chair of the Corporate Governance and Nominating Committee. The board has evaluated the independence of each of the members of the Corporate Governance and Nominating Committee and has affirmatively determined that each of the members meets the definition of an "independent director"“independent director” under the applicable rules and regulations of the SEC and the Nasdaq Stock Market.•ourboard;••••of directors from time to time.committee'scommittee’s duties and responsibilities. The Corporate Governance and Nominating Committee charter is available on our website at www.veritexbank.com.www.veritexbank.com under “About Us—Investor Relations—Corporate Governance.” of directors to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board members and makes a recommendation to the full board in order for the board to determine each director'sdirector’s independence in accordance with Nasdaq Stock Market rules. Although we do not have a separate diversity policy, the committee considers the diversity of the directors and nominees in terms of knowledge, experience, skills, expertise and other demographics that may contribute to the overall diversity of our board.nominee'snominee’s qualifications, experience and background, together with a statement signed by each nominee in which he or she consents to serve as a board member if elected. Such nominations should be addressed to the Chairman of the Corporate Governance and Nominating Committee of Veritex Holdings, Inc., 8214 Westchester Drive, Suite 400, Dallas, Texas 75225.www.veritexbank.com.www.veritexbank.com under “About Us—Investor Relations—Corporate Governance.” Any of directors in the exercise of its fiduciary duties and responsibilities and to serve the best interests of the Company and our stockholders. The Corporate Governance Guidelines are available on our website at www.veritexbank.com under "Investor Relations/“About Us—Investor Relations—Corporate Governance.Name Age Position with the Company 5557 Chairman of the Board and Chief Executive Officer 6567 Vice Chairman 5052 Executive Vice President and Chief Financial Officer 54 Executive Vice President and Chief Retail Officer 4648 Executive Vice President and CreditChief Risk Officer 3739 Executive Vice President and Chief Lending Officer Clay Riebe 56 Executive Vice President and Chief Credit Officer [executive]executive officers are appointed annually by the board and serve at the discretion of the board."Proposal 1.“Proposal 2. Election of Directors—Nominees for Election"Election” above."Proposal 1.“Proposal 2. Election of Directors—Nominees for Election"Election” above.Treasury, and Information TechnologyTreasury functions of the Bank. From 2009 to March 2012, Ms. Skelly was the Chief Financial Officer of Highlands Bancshares, Inc., and from 2007 to 2009, she served as Senior Vice President and Retail Bank Division Finance Officer of Comerica Bank. From 1996 to 2007, Ms. Skelly served in various capacities for ABN AMRO/LaSalle Bank eventually serving as Senior Vice President and Chief Financial Officer of the Retail Line of Business. Ms. Skelly began her professional career at the Federal Reserve Bank of Chicago in 1987 and was promoted in 1996 to serve as an accounting policy analyst for the Board of Governors of the Federal Reserve System in Washington D.C. Ms. Skelly received a Bachelor of Business Administration in finance from the University of Texas at Austin in 1987 and a Masters of Business Administration from the University of Chicago Booth School of Business in 1993.Bank'sBank’s branches, including operations, sales and marketing, deposit operations, merchant services, private banking, business banking and treasury management. From 2005 to 2010, Ms. Renfro served as the Retail Executive of Colonial Bank/BB&T. From 1994 to 2005, Ms. Renfro was Senior Vice President, District Manager for Bank of America'sAmerica’s Austin and San Antonio Markets.credit underwriting,information technology, loan operations, compliance and Bank Secrecy Act departments. From 2002 to 2009, Ms. Harper served in various capacities at Colonial Bank including Senior Vice President, Chief Credit Administration Officer and Risk Management Officer for the Texas region. Ms. Harper began her career in banking as an OCC Bank Examiner from 1991 to 1995 working in the Dallas Duty Station. Ms. Harper received a Bachelor of Business Administration in Finance in 1989 and a Masters of Business Administration from Texas Tech University in 1990 and is a Certified Regulatory Compliance Manager (CRCM).the Chief Lending ExecutiveOfficer of the Bank since May 2014. Mr. Kesler is responsible for credit qualitythe banks’ lending function including providing leadership to market managers and profitabilitylending lines of the lending function.business. From May 2013 to May 2014, Mr. Kesler served as the Director of Loan Originations for United Development, a real estate investment trust. From 2009 to 2013, Mr. Kesler served as a Market President of Veritex Community Bank'sBank’s North Dallas region. Mr. Kesler began his career in 2000 at Colonial Bank where he served in various capacities, eventually becoming an area president for the Dallas and Austin markets. Mr. Kesler received a Bachelor of Business Administration from Fort Hays State University in 2000."emerging“emerging growth company,"” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, reduced disclosure obligations regarding executive compensation in our proxy statements, including the requirement to include a specific form of Compensation Discussion and Analysis, as well as exemptions from the requirement to hold a non-binding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved. We have elected to comply with the scaled disclosure requirements applicable to emerging growth companies."named“named executive officers"officers” for 2014,2016, which consist of our principal executive officer and the two other most highly compensated executive officers, are:•••Noreen E. Skelly,FinancialLending Officer.20142016 and 2013.2015. Except as set forth in the notes to the table, all cash compensation for each of our named executive officers was paid by the Bank, where each of the following serves in the same capacity. Year Salary(1) Bonus(2) Stock
Award(3) Option
Awards(4) Non-equity
Incentive Plan
Compensation Nonqualified
Deferred
Compensation
Earnings All Other
Compensation(5) Total 2014 $ 290,000 $ 90,000 $ 390,390 — — — $ 30,049 $ 800,439 2013 260,000 91,000 — — — — 29,043 380,043
2014
218,749
75,000
84,118
28,494
—
—
26,500
432,861 2013 200,000 70,000 — — — — 25,514 295,514
2014
200,000
85,000
45,929
—
—
—
307
331,236 2013 200,000 60,000 — — — — 307 260,307 Name and Position Year
Award(3)
Awards(4) Non-equity
Incentive Plan
Compensation Nonqualified
Deferred
Compensation
Earnings
Compensation(5) Total C. Malcolm Holland, III, Chairman of the Board and Chief Executive Officer 2016 $ 325,000 $ 172,919 $ 71,571 $ 81,250 $ — $ — $ 29,878 $ 680,618 2015 310,000 150,867 69,745 69,750 — — 30,195 630,557 William C. Murphy, Vice Chairman of the Board 2016 275,000 128,027 42,402 48,125 — — 24,954 518,508 2015 235,000 100,071 29,389 29,375 — — 26,754 420,589 Jeff Kesler, Executive Vice President and Chief Lending Officer 2016 250,000 116,388 33,034 37,500 — — 10,654 447,576 2015 235,000 100,071 29,389 29,375 — — 9,881 403,716
________________________at the market price of our stock as of the date of the grant. 100% of the stock award value for Mr. Holland and Ms. Skelly and approximately 87% of the stock award value for Mr. Murphy was a result of restricted stock units received in exchange for cancellation of performance-based options. See "—Cancellation of Performance-based Options" below for information regarding the restricted stock units granted on October 9, 2014. In addition, see footnote (3) to the table captioned "Outstanding Equity Awards at Fiscal Year End" for information regarding the specific exchange for each named executive officer.20142016 and 20132015 include (i) club dues of $27,242$27,071 and $26,236,$27,388, respectively, for Mr. Holland, $24,647 and $26,193 and $25,207,$26,447, respectively, for Mr. Murphy, and $10,347 and $9,574, respectively, for Mr. Kesler, (ii) for each year, $307 in premiums for bank ownedbank-owned life insurance policies with a death benefit of $100,000 payable to the designated beneficiary of the named executive officer and (iii) for each year, $2,500 in premiums for a life insurance policy we maintain that provides a death benefit payable to Mr. Holland'sHolland’s spouse. existing executive compensation philosophy and practices to fit our historical status as a privately held corporation.corporation and adapted our philosophy and practices following our initial public offering. We believe the current mix and value of these compensation elements provide our named executive officers with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and the executive'sexecutive’s particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements.compensation committeethe Compensation Committee as part of the Company'sCompany’s performance review process as well as upon the promotion of an executive officer to a new position or other change in job responsibility. In establishing base salaries for our named executive officers, the Compensation Committee has relied on external market data obtained from outside sources, including the Independent Bankers Association of Texas and other banking industry trade groups.a peer bank salary study prepared by our independent compensation consultant, EY. In addition to considering the information obtained from such sources, the compensation committee has considered:•officer'sofficer’s scope of responsibility;•officer'sofficer’s years of experience;•••officer'sofficer’s individual performance and contributions to our company-wide performance, including leadership, team work and community service.Although, historicallyPrior to 2015, the Compensation Committee hashad not relied on any pre-established formula or specific performance measures to determine the amount of bonuses paid. Beginning in 2015, the bonuses paid, it does review external market data from outside sourcesCompensation Committee utilized a formulaic approach to incentivize achievement of specific performance measures in settingdetermining the amount of such bonuses.bonuses paid. Bonuses are funded based on the achievement of these performance measures relative to minimum and maximum targeted performance. The Compensation Committee leverages peer bank market data to establish the minimum and maximum funding amounts. Additionally, in determining whether to pay cash bonuses to a named executive officer for a given year and the amount of any cash bonus to be paid, the Compensation Committee considers factors which include:•Company'sCompany’s performance for the year, including leadership, team workteamwork and community service;service.•financial performance, including our growth, asset qualitynamed executive officers in order to motivate, retain and profitability. Mr. Holland does not haveWePreviously, we and the Bank havehad entered into an executive employment agreement with Mr. Murphy and the Bank has entered into a change of control agreement with Ms. Skelly. Mr. Murphy's employment agreement providesproviding that Mr. Murphy willhe would serve as vice chairman of both our board and the board of directors of the Bank, for a term commencing on March 23, 2011 and ending on March 31, 2015. Under the employment agreement, Mr. Murphy iswas entitled to an annual base salary of $185,000 with merit increases, bonus and other incentives, if any, in accordance with the Bank'sBank’s salary administration program based upon performance, as well as to certain other employment related benefits. Upon an involuntary termination of Mr. Murphy's employment by the board of directors without "good cause," as defined in the employment agreement, Mr. Murphy would be entitled to receive all compensation and benefits due to him under the employment agreement as if his employment had not been terminated. The employment agreement also contains post-termination non-solicitation covenants for one year after the date of the termination of his employment, except upon his termination by the Bank without "good cause." The change of control agreement for Ms. Skelly provides that if a change of control occurs and the gross amount of the proceeds from Ms. Skelly's stock options and grants do not equal at least $200,000, then the Bank will supplement the deficiency such that the total gross amount received by Ms. Skelly as a result of the stock options, grants and change of control payment will be equal to $200,000.2014. Option Awards Stock Awards Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested Equity
Incentive
Plan
Awards:
Number
of Earned
Shares,
Units or
Other
Rights
that Have
Not Vested Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Market
Value of
Shares of
Stock
that Have
Not Vested Number of Securities
Underlying Unexercised
Options Number
of Shares
of Stock
that Have
Not Vested Option
Exercise
Price Option
Expiration
Date Exercisable(7) Unexercisable 75,000 50,000 (5) 10.00 12/31/2020 $ 5,000 (1) 70,850 1,000 (2) 14,170 30,030 (3) 425,525
9,000
6,000
(8)
10.85
01/21/2024 1,000 (9) 14,170 5,636 (3) 79,862
8,000
12,000
(6)
10.00
06/30/2022 5,000 (4) 70,850 3,533 (3) 50,063
2016.(1)Restrictions on restricted stock units lapse Option Awards Stock Awards Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options Number
of
Shares
of Stock
that
Have
Not
Vested Market
Value of
Shares
of Stock
that
Have
Not
Vested Equity
Incentive
Plan Awards:
Number of
Earned
Shares,
Units or
Other Rights
that Have
Not Vested Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested Number of Securities
Underlying Unexercised
Options Option
Exercise
Price Option
Expiration
Date Name Unexercisable C. Malcolm Holland, III 125,000 — — $ 10.00 1/1/2021 — — 4,259 8,518 14.17 1/1/2025 12,379 16.21 1/1/2026 18,018 481,261 4,923 131,493 7,518 200,806 William C. Murphy 15,000 — — 10.85 1/1/2024 — — 1,794 3,587 14.17 1/1/2025 7,332 16.21 1/1/2026 1,000 26,710 3,382 90,333 2,075 55,423 4,454 118,966 Jeff Kesler 4,000 6,000 — 12.90 6/1/2024 — — 1,794 3,587 14.17 1/1/2025 5,713 16.21 1/1/2026 15,000 400,650 773 20,647 2,075 55,423 3,470 92,684 (1) The time-based options shown in this column are fully vested and presently exercisable as of December 31, 2016. (2) Time-based options granted on January 1, 2015. Options to purchase 12,777 shares of our common stock at an exercise price of $14.17. The options vest in three equal annual installments beginning January 1, 2016. (3) Time-based options granted on January 1, 2016. Options to purchase 12,379 shares of our common stock at an exercise price of $16.21. The options vest in three equal annual installments beginning January 1, 2017. (4) Represents restricted stock units granted received in exchange for cancellation of performance based options on October 9, 2016. Specifically, Mr. Holland received 30,030 restricted stock units for cancellation of 170,000 performance-based options with a weighted average exercise price of $10.00; Mr. Murphy received 5,636 restricted stock units for cancellation of 35,000 performance-based options with a weighted average exercise price of $10.85; and Mr. Kesler received 1,287 restricted stock units for cancellation of 10,000 performance-based options with a weighted average exercise price of $12.90. Restrictions on restricted stock units lapse in equal installments over a five-year period beginning October 9, 2015. (5) Restricted stock units granted on January 1, 2015. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2015 and vest in three equal annual installments beginning January 1, 2016. (6) Restricted stock units granted on January 1, 2016. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2016 and vest in three equal annual installments beginning January 1, 2017. (7) Time-based options granted on January 1, 2015. Options to purchase 5,381 shares of our common stock at an exercise price of $14.17 vest in three equal annual installments beginning January 1, 2016. (2)Restrictions on restricted stock units lapse on January 21, 2016.(8) Restricted stock units fully vest on January 21, 2017. (9) Restricted stock units granted on January 1, 2015. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2015 and vest in three equal annual installments beginning January 1, 2016. (10) Restricted stock units granted on January 1, 2016. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2016 and vest in three equal annual installments beginning January 1, 2017. (11) Time-based options granted on June 1, 2015. Options to purchase 10,000 shares of our common stock at an exercise price of $12.90 The options vest in five equal annual installments beginning June 1, 2016. (12) Time-based options granted January 1, 2015. Options to purchase 5,381 shares of our common stock at an exercise price of $14.17 vest in three equal annual installments beginning January 1, 2016. (13) Time-based options granted January 1, 2016. Options to purchase 5,713 shares of our common stock at an exercise price of $16.21. The options vest in three equal annual installments beginning January 1, 2017. (14) Restricted stock units fully vest on June 1, 2018. (15) Restricted stock units granted on January 1, 2015. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2015 and vest in three equal annual installments beginning January 1, 2016. (16) Restricted stock units granted on January 1, 2016. The number of shares eligible for vesting was based on the Company’s total shareholder return to a market index calculated at December 31, 2016 and vest in three equal annual installments beginning January 1, 2017. (17) Time-based options granted on January 1, 2016. Options to purchase 7,332 shares of our common stock at an exercise price of $16.21. The options vest in three equal annual installments beginning January 1, 2017. (3)Represents restricted stock units granted received in exchange for cancellation of performance based options on October 9, 2016. Specifically, Mr. Holland received 30,030 restricted stock units for cancellation of 170,000 performance-based options with a weighted average exercise price of $10.00; Mr. Murphy received 5,636 restricted stock units for cancellation of 35,000 performance-based options with a weighted average exercise price of $10.85; and Ms. Skelly received 3,533 restricted stock units for cancellation of 20,000 performance-based options with a weighted average exercise price of $10.00. Restrictions on restricted stock units lapse in equal installments over a five-year period beginning October 9, 2015. See "—Cancellation of Performance-based Options" below for information regarding the restricted stock units granted on October 9, 2014.(4)Restrictions on restricted stock units lapse on July 1, 2016.(5)Time-based options granted on January 1, 2011. Options to purchase 25,000 shares at an exercise price of $10.00 per share vested and became exercisable on January 1, 2015. As to the remaining 25,000 shares, options to purchase 25,000 will vest and become exercisable on each of January 1, 2016.(6)Time-based options granted on July 1, 2012. Options to purchase 4,000 shares at an exercise price of $10.00 per share vested and became exercisable on July 1, 2015. As to the remaining 8,000 shares, options to purchase 4,000 shares will vest and become exercisable on each of July 1, 2016 and 2017.(7)The time-based options shown in this column are fully vested and presently exercisable as of December 31, 2014.(8)On January 21, 2014, we issued Mr. Murphy time-based options to purchase 15,000 shares of our common stock at an exercise price of $10.85, of which 9,000 were vested and fully exercisable as of the grant date.(9)On January 21, 2014, we issued Mr. Murphy 1,000 restricted stock units, the restrictions on which will lapse on January 21, 2016.During 2014, we awarded 28,500 restricted shares, 30,000 time-based stock options and 50,000 performance-based stock options. Following the completion of our initial public offering in October 2014, no further options or restricted shares have been or will be granted under the 2010 Equity Incentive Plan.long-termlong- term performance and growth. To accomplish these goals, the 2014 Omnibus Plan permits the issuance of stock options, share appreciation rights, restricted shares, restricted share units, deferred shares, unrestricted shares and cash-based awards. The maximum number of shares of our common stock that may be issued pursuant to grants or options under the 2014 Omnibus Plan is 1,000,000.held by Mr. Holland and Ms. Skelly vest annually in 20.0% incrementsthree equal annual installments on each of the first fivethree anniversaries of the grant date. Forty percent of the time-based options held by Mr. Murphy vested onthe grant date and the remaining time-based options vest in 20.0% increments beginning March 2014 and annually thereafter.restrictions on the restricted stock units held by Mr. Holland and Ms. Skelly lapse and the units are fully vestedeligible for vesting depends on the fourth anniversaryCompany’s total shareholder return relative to the SNL Microcap US Bank Index. The restricted stock units eligible for vesting is determined on the last day of the calendar year and vest in three equal installments on each of the first three anniversaries of the grant date. The restrictions on the restricted stock units held by Mr. Murphy lapse and are fully vested on the third anniversary of the grant date. Cancellation of Performance-based Options On October 9, 2014, the Company cancelled outstanding performance-based options to purchase 467,500 shares of Company common stock with a weighted average exercise price of $10.13 per share under the Incentive Plan, and granted 81,480 restricted stock units to 29 employees and directors under the 2014 Omnibus Plan. The Company accounted for cancellation of the equity awards and replacement as a modification of the original awards. The 81,480 restricted stock units fully vest five years from the date of the grant with 20% vesting each year. The incremental compensation cost resulting from the modification amounts to approximately $1.1 million which will be recognized over the 5 year vesting period net of expected forfeitures. The restrictions on the new restricted stock units lapse as to 20% of the underlying shares of common stock on each anniversary of the grant date, beginning on the first anniversary of the grant date. Upon the lapse of restrictions, the participant will receive, without any payment to us (other than any required tax withholding amounts), (i) one share of common stock for each restricted stock unit, (ii) cash, in an amount equal to fair market value of the underlying shares of our common stock the participant could receive, or (iii) a combination of (i) and (ii), as determined by the compensation committee of the board. Upon death, disability or voluntary retirement from the Company at age 65, or later, any restricted stock units which have not been forfeited or with respect to which the restrictions have not lapsed, will immediately vest and the participant will be entitled to the underlying shares of our common stock, an equivalent amount of cash or a combination thereof as described above. If a participant's employment with the Company is terminated for any reason other than death, disability or retirement, any restricted stock units not previously forfeited or with respect to which the restrictions have not lapsed will be forfeited immediately upon termination. In the event of a change in control of the Company, as described in the 2014 Omnibus Plan, outstanding restricted stock units may, upon the determination of the Compensation Committee, be assumed, accelerated, cancelled or substituted for an equivalent right by the successor company or a parent or subsidiary thereof. The 2014 Omnibus Plan specifically provides that in the event the successor company does not assume or substitute the outstanding awards, any remaining restrictions shall automatically lapse and will represent an equivalent number of shares of our common stock. We have entered into a change of control agreement with Ms. Skelly, which provides that if a change of control occurs and the gross amount of the proceeds from Ms. Skelly's stock options and grants do not equal at least $200,000, then the Bank will supplement the deficiency such that the total gross amount received by Ms. Skelly as a result of the stock options, grants and change of control payment will be equal to $200,000.the aforementioned arrangementsa Company severance plan under which all of our employees are eligible to receive benefits and certain grants under our equity incentive plans whichthat provide for accelerated vesting upon a change of control or the death,doesdo not have any agreement with, or obligations to, any of our named executive officers or other executive officers to make any payments, accelerate any equity awards or provide any other consideration to any such officer in connection with any change in control of the Company or the Bank or such an officer'sofficer’s severance from employment with the Company or Veritexthe Bank. WeBank paychairman of the Compensation Committee each received an additional cash retainer of $10,000 and $7,500, respectively for their service in those roles. The chairman of the Corporate Governance and Nominating Committee received an additional cash retainer of $5,000 for his service in that role. Each director serving on any board committee received an additional cash retainer of $2,500 for his service. We reimburse our directors other than thosefor reasonable out-of-pocket expenses they incur in connection with their service as directors, who are employed by us orincluding travel costs to attend the Bank, a stipend based onmeetings of the directors' participation in board and committee meetings and the Bank currently pays its directors I the same manner. . In general, those directorscommittees. Any director who are not employed by us or the Bank receive $750 for each board meeting they attend and $300 for each committee or special board meeting they attend. Directors who are employed by us and/or the Bank dowas also a named executive officer did not receive remunerationfees or other compensation for servingtheir service as a director of the Bank or us, but are compensated in their capacity as employees.2014,2016, other than Messrs. Holland and Murphy, whose compensation is described in the "Summary“Summary Compensation Table"Table” above. The table also includes compensation earned by each director that is attributable to his service as a director of the Bank. Fees Earned
or Paid in
Cash Stock
Awards Option
Awards Non-Equity
Incentive Plan
Compensation Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total $ 15,000 $ 20,001 $ $ — $ — $ — $ 35,001 15,150 20,001 — — — 35,151 11,100 20,001 — — — 31,101 — — — — — — 12,600 19,494 4,567 — — — 36,661 13,950 20,001 — — — 33,951 11,100 20,001 — — — 31,101 Name Fees Earned
or Paid in
Cash Stock
Awards Option
Awards Non-Equity
Incentive Plan
Compensation Nonqualified
Deferred
Compensation
Earnings All Other
Compensation Total Pat S. Bolin $ 26,750 $ 21,397 $ — $ — $ — $ — $ 48,147 Blake Bozman 26,750 21,397 — — — — 48,147 Mark Griege 28,000 21,397 — — — — 49,397 Michael D. Ilagan — 21,173 — — — — 21,173 Michael Kowalski 33,000 21,397 — — — — 54,397 John Sughrue 29,250 21,397 — — — — 50,647 Ray W. Washburne 23,000 21,397 — — — — 44,397
________________________(1)Represents 1,000 restricted stock units granted on December 16, 2014 and 442 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(2)Represents 1,000 restricted stock units granted on December 16, 2014 and 442 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(3)Represents 1,000 restricted stock units granted on December 16, 2014 and 442 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(4)In lieu of paying board fees to Mr. Ilagan, at his firm's request we donated his board fees to which he would otherwise be entitled to receive to a charity of their choice. In 2014 such donation was $10,000.(5)Represents 1,000 restricted stock units granted on December 16, 2014 and 403 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our(1) Represents 1,320 restricted stock units awarded on January 1, 2016. The restricted stock units were valued at market price of the stock as of the date of the award. (2) Represents 1,320 restricted stock units awarded on May 10, 2016. The restricted stock units were valued at market price of the stock as of the date of the award. (3) The fees paid in cash of $20,500 that Mr. Ilagan would have otherwise been entitled to receive were paid to SunTx. stock as of the date of the grant. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(6)Represents 1,000 restricted stock units granted on December 16, 2014 and 442 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(7)Represents 1,000 restricted stock units granted on December 16, 2014 and 442 restricted stock units granted on October 9, 2014. The restricted stock units were valued at the market price of our stock as of the date of the grant. See "—Cancellation of Performance-based Options" above for information regarding the restricted stock units granted on October 9, 2014.(8)Represents 2,500 time vest stock options granted on February 21, 2014. The fair value of each option award is estimated on the grant date using the Black-Scholes option-pricing model.ourthe Company’s certificate of formation and Bylaws,bylaws, as well as the articles of association and bylaws of the Bank. Number of Securities Weighted Average Number of Securities to be Issued Upon Exercise Price of Remaining Available Exercise of Outstanding for Future Issuance Outstanding Options, Under Equity Options, Warrants Warrants and Plan Category (excluding column (a)) (a) (b) (c) Equity compensation plans approved by shareholders 600,769 $ 11.61 692,540 Equity compensation plans not approved by shareholders — — Total 600,769 $ 11.61 692,540 (1) Includes 27,750 shares underlying restricted stock units issued under the 2010 Equity Incentive Plan and 119,153 shares underlying restricted stock units issued under the 2014 Omnibus Plan. (2) The weighted average exercise price is calculated based on 453,866 stock options outstanding at December 31, 2016 and excludes 146,903 restricted stock units outstanding as of December 31, 2016, which do not have an exercise price. (3) The remaining number of securities available for future issuance under equity compensation plans includes only the 2014 Omnibus Plan. The 2010 Equity Incentive Plan will not be used to grant future equity awards of any type. expectsexpect to continue to have such transactions on similar terms and conditions with such officers, directors and shareholders and their affiliates in the future."Executive“Executive Compensation and Other Matters,"” the following is a description of transactions since January 1, 2014,2016, including currently proposed transactions to which we have been or will be a party in which the amount involved exceeded or will exceed $120,000, and in which any of our directors (including nominees), executive officers or beneficial holders of more than 5.0% of the our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest. We believesbelieve the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type. Private Placements of Common Stock The following table summarizes the purchases of our common stock in private placement transactions since January 1, 2014 by certain of our directors, executive officers and beneficial holders of more than 5.0% of our capital stock and their respective affiliates: Issue Date Shares Total
Purchase Price February 1, 2014 13,825 150,001 February 1, 2014 32,259 (1) 350,010 February 1, 2014 12,443 (2) 135,007 January 21, 2014 17,274 172,240 February 1, 2014 123,124 1,335,895 (1)Shares purchased by William C. Murphy Pension & Profit Sharing Plan & Trust.(2)Includes (i) 6,913 shares in Mr. Washburne's name (ii) 5,530 shares held by Incline Trust, of which Mr. Washburne is the Trustee Agreements with SunTx Veritex Holdings, L.P. As noted above, pursuant to an agreement between SunTx and us, SunTx is entitled to nominate one representative to serve on our board and the board of directors of the Bank for so long as SunTx holds at least 4.9% of our issued and outstanding common stock. We must use our reasonable best efforts to have the SunTx representative elected to our board. The director representative of SunTx is entitled to the same compensation, indemnification and reimbursement rights as the other members of the our board of directors. In addition, SunTx also has the right to appoint a non-voting observer to attend our board meetings and those of the Bank. We also granted SunTx information and access rights with respect to our business. Michael D. Ilagan currently serves as the SunTx representative on our board of directors and the board of directors of the Bank. In connection with the investment, we alsomade certain representations and warranties and covenants and agreed to provide indemnification rights to SunTx in connection with such representations and warranties.WCM Parkway, Ltd.William C. Murphy and certain affiliates of Mr. Murphy (collectively, the “WCM Parites”). Under this agreement, beginning on April 17, 2015, each of these holders may require us to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), including on Form S-3 to the extent such form is available to us, to register the sale of shares of our common stock, subject to certain limitations. These holders may each request a total of two such registrations and only one (1) during any six-month period. These holders also have the right to cause us to register their shares of our common stock on Form S-3, when it becomes available to us. In addition, if we propose to register securities under the Securities Act, then the holders who are party to the agreement will have "piggy-back"“piggy-back” rights to request that we register their shares of our common stock, subject to certain limitations including quantity limitations determined by underwriters if the offering involves an underwriting. There is no limit to the number of these "piggy-back"“piggy-back” registrations in which these holders may request their shares be included. We will bear the registration expenses incurred in connection with these registrations, other than underwriting discounts and commissions, except that the holders will bear the registration expenses incurred in connection with registrations requested and filed prior to the first anniversary of the date of our initial public offering. We have agreed to indemnify these holders against certain liabilities, including liabilities under the Securities Act, in connection with any registration effected under the agreement.partiespersons are subject to regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govern certain transactions by the Bank with its affiliates) and the Federal Reserve'sReserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors, and principal shareholders). Our Related Person Transactions Policy is posted on our website at www.veritex.com under Investor Relations/Corporate Governance.COMPANY'SCOMPANY’S COMMON STOCK BY MANAGEMENT AND
PRINCIPAL SHAREHOLDERS OF THE COMPANYCompany'sCompany’s common stock as of March 18, 2015,29, 2017, by (1) current directors, director nominees, and named executive officers of the Company, (2) each person who is known by the Company to own beneficially 5% or more of the Company'sCompany’s common stock and (3) all directors and executive officers as a group. Unless otherwise indicated, based on information furnished by such shareholders, management of the Company believes that each person has sole voting and dispositive power over the shares indicated as owned by such person. Number of Shares
Beneficially Owned(2) Percentage
Beneficially
Owned(3) 175,885 1.8 % 579,554 6.1 8,000 * 66,191 * 112,218 1.2 38,000 * — * 19,500 * 34,920 * 150,443 1.6 1,246,753 13.1 1,572,370 16.6 618,929 6.5 579,554 6.1 *
Beneficially Owned(2)
Beneficially
Owned(3)Directors, Nominees and Named Executive Officers: 231,196 1.5 % 208,573 1.4 % 33,023 * 101,848 * 375 * 114,589 * 522,370 3.4 % 40,371 * 4,355 * 1,695 * 27,355 * 375 * 39,291 * 164,355 1.1 % 1,061,312 6.9 % Principal Shareholders: 5% Security Holders: 1,346,103 8.8 % 1,396,460 9.2 % * Indicates ownership that does not exceed 1%. (1) Except as otherwise indicated, the address for each of the following is 8214 Westchester Drive, Suite 400, Dallas, Texas 75225. The addresses of the persons or entities shown in the foregoing table who are beneficial owners of more than 5% of the common stock are provided in footnotes (18) and (19), respectively. (2) Beneficial ownership does not include certain officers’ restricted shares rights granted pursuant to our 2010 Equity Incentive Plan and 2014 Omnibus Plan which will not vest within 60 days of the record date. (3) Based upon a total of 15,224,950 shares of our common stock outstanding as of March 29, 2017. Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all options and warrants to acquire shares of our common stock held by such person that are currently exercisable. The ownership percentage of all executive officers and directors, as a group, assumes that all 14 persons, but no other persons, exercise all options and warrants to acquire shares of our common stock held by such persons that are currently exercisable or exercisable within 60 days. (4) Includes (i) 14,417 shares held in Mr. Holland’s name, (ii) 65,885 shares owned jointly by Mr. Holland and his spouse, (iii) 10,000 shares held by Pershing LLC IRA for his benefit, (iv) 3,250 shares held by The Holland III FLP, and (v) stock options to purchase 137,644 shares of our common stock. (5) Includes (i) 34,593 shares held in Mr. Murphy’s name, (ii) 152,949 shares held by William C. Murphy Pension & Profit Sharing Plan & Trust, and (iii) stock options to purchase 21,031 shares of our common stock. (1)The addresses of the persons or entities shown in the foregoing table who are beneficial owners of more than 5% of the common stock are provided in footnotes(5), (12), (13) and (14), respectively.(2)Beneficial ownership does not include certain officers' restricted shares rights granted pursuant to our 2010 Equity Incentive plan and 2014 Omnibus plan which have not vested.(3)Ownership percentages reflect the ownership percentage assuming that such person, but no other person, exercises all warrants to acquire shares of our common stock held by such person that are currently exercisable. The ownership percentage of all executive officers and directors, as a group, assumes that all 13 persons, but no other persons, exercise all options and warrants to acquire shares of our common stock held by such persons that are currently exercisable or exercisable within 60 days.(4)Includes: (i) 65,885 shares owned jointly by Mr. Holland and his spouse, (ii) 10,000 shares held by Pershing LLC IRA for his benefit and (iii) stock options to purchase 100,000 shares of our common stock.(5)Includes: (i) 65,000 shares held by William C. Murphy Pension & Profit Sharing Plan & Trust, (ii) 39,951 shares held by William C. Murphy, a sole proprietor, 401(k) Plan, (iii) stock options to purchase 9,000 shares, and (iv) 462,603 shares held by WCM Parkway, Ltd., over which(6) Includes (i) 13,532 shares held in Mr. Kesler’s name, (ii) 10,000 held by Charles Schwab IRA for his benefit, and (iii) stock options to purchase 9,491 shares of our common stock. (7) Includes (i) 2,496 shares held in Mr. Bolin’s name, (ii) 18,249 shares held by the DHB Family Partnership, LP, which is controlled by Mr. Bolin, (iii) 18,250 shares held by the PSB Family Trust II, of which Mr. Bolin’s wife is the trustee, (iv) 33,308 shares held by Anasazi Capital, LP, which is controlled by Mr. Bolin, (v) 16,670 shares held by Bolin Investments, LP, which is controlled by Mr. Bolin, (vi) 375 restricted stock units that will vest within 60 days of the our record date, (vii) options to purchase 2,500 shares, and (viii) a warrant to purchase 10,000 shares of our common stock presently exercisable, issued to Red Star Yield Holdings, Inc., an entity controlled by Mr. Bolin. (8) Includes (i) 375 restricted stock units that will vest within 60 days of the record date. (9) Includes (i) 84,409 shares held in Mr. Bozman’s name, (ii) 27,305 shares held by Bozman DFS Partnership, (iii) 375 restricted stock units that will vest within 60 days of the record date, and (iv) options to purchase 2,500 shares of our common stock. (10) Includes 522,370 shares held by SunTx for which SunTx, SunTx Capital Partners II GP, LP, SunTx Capital II Management Corp., and Ned N. Fleming, III, each claim shared voting and dispositive power. The business address of each of the entities and Mr. Fleming is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240. (11) Includes (i) 1,496 shares held in Mr. Griege’s name, (ii) 36,000 shares held jointly by Mr. Griege and his spouse, (iii) 375 restricted stock units that will vest within 60 days of the record date, and (iv) options to purchase 2,500 shares of our common stock. (12) Includes (i) 2,480 shares held individually by Mr. Huddleston, (ii) 375 restricted stock units that will vest within 60 days of the record date, and (iii) options to purchase 1,500 shares of our common stock. (13) Includes (i) 1,320 shares held individually by Mr. Ilagan and (ii) 375 restricted stock units that will vest within 60 days of the record date. (14) Includes (i) 25,480 shares held individually by Mr. Kowalski, (ii) 375 restricted stock units that will vest within 60 days of the record date, and (iii) options to purchase 1,500 shares of our common stock. (15) Includes (i) 36,416 shares held individually by Mr. Sughrue, (ii) 375 restricted stock units that will vest within 60 days of the record date, and (iii) options to purchase 2,500 shares of our common stock. (16) Includes (i) 95,950 shares in Mr. Washburne’s name, (ii) 5,530 shares held by the Incline Trust, of which Mr. Washburne is the Trustee, (iii) 60,000 shares held by Huron Holdings, Inc., Profit Sharing Plan, over which Mr. Washburne has sole voting control, (iv) 375 restricted stock units that will vest within 60 days of the record date, and (v) options to purchase 2,500 shares of our common stock. (17) Excludes shares held by April Box, Ned N. Fleming, III, Gordon Huddleston, and Gregory B. Morrison, who are each director nominees but are not current directors of the Company. (18) Based on a Schedule 13G/A filed with the SEC on February 8, 2017 by Basswood Capital Management, L.L.C., Matthew Lindenbaum, and Bennett Lindenbaum, each claiming shared voting and dispositive power with respect to the reported shares. The business address of each of the reporting persons is c/o Basswood Capital Management, L.L.C., 645 Madison Avenue, 10th Floor, New York, New York 10022. (19) Mr. Murphy has sole voting control. The principal address of WCM Parkway, Ltd. is 3836 Caruth Boulevard, Dallas, Texas 75225.(6)Includes options to purchase 8,000 shares of our common stock.(7)Includes: (i) 1,000 shares held in Mr. Bolin's name (ii) 18,249shares held by the DHB Family Partnership, LP, which is controlled by Mr. Bolin; (iii) 18,250 shares held by the PBS Family Trust II, of which Mr. Bolin is the trustee; (iv) 7,079 shares held by Anasazi Capital, LP, which is controlled by Mr. Bolin; (v) 10,113 shares held by Bolin Investments, LP, which is controlled by Mr. Bolin (vi) options to purchase 1,500 shares, and (v) warrant to purchase 10,000 shares of common stock presently exercisable, issued to Red Star Yield Holdings, Inc. a wholly owned subsidiary of Eagle Oil & Gas, which is controlled by Mr. Bolin.(8)Includes: (i) 82,913 shares held in Mr. Bozman's name, (ii) 27,305 shares held by Bozman DFS Partnership, and (iii) options to purchase 2,000 shares of our common stock.(9)Includes: (i) 36,000 shares held jointly by Mr. Griege and his spouse and (ii) options to purchase 2,000 shares of our common stock.(10)Includes: (i) 32,920 shares held individually by Mr. Sughrue and (ii) options to purchase 2,000 shares of our common stock.(11)[Includes:(i) 82,913 shares in Mr. Washburne's name (ii) 5,530 shares held by the Incline Trust, of which Mr. Washburne is the Trustee, (iii) 60,000 shares held by Huron Holdings, Inc., Profit Sharing Plan, over which Mr. Washburne has sole voting control, and (iii) options to purchase 2,000 shares.(12)Based on a Schedule 13G filed with the SEC on February 17, 2015 by SunTx Veritex Holdings, L.P., SunTx Capital Partners II GP, LP, SunTx Capital II Management Corp., and Ned N. Fleming, III, each claiming shared voting and dispositive power with respect to the reported shares. The business address of SunTx Veritex Holdings, L.P., is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.(13)Based on a Schedule 13G filed with the SEC on February 17, 2015 by Basswood Capital Management, L.L.C., Matthew Lindenbaum, and Bennett Lindenbaum, each claiming shared voting and dispositive power with respect to the reported shares. The business address of Basswood Capital Management, L.L.C. is 645 Madison Avenue, 10th Floor, New York, New York 10022.(14)Based on a Schedule 13G filed with the SEC on February 17, 2015 and including 462,603 shares of common stock held directly by WCM Parkway, Ltd., a Texas Limited Partnership controlled by the reporting person, 104,951 shares of common stock held by William C. Murphy 401(k) plan of which William C. Murphy is the sole beneficiary and trustee, and 9,000 shares of common stock to be issued upon exercise of a stock option by the reporting person. The address of the reporting person is 3836 Caruth Blvd., Dallas, Texas 75225.(15)Includes: (i) 19,000 shares held individually by Mr. Kowalski and (ii) options to purchase 500 shares of our common stock."Exchange Act"“Exchange Act”), requires our directors and executive officers and persons who own more than 10%ten percent of our outstanding common stock to file reports of ownership and changes in ownership of our equity securities, including our common stock with the SEC. Such persons are required by the SEC'sSEC’s regulations to furnish us with copies of all reports they file pursuant to Section 16.oura review of the copies of such reports we received with respectfurnished to fiscal year 2014,us, or written representations from reporting persons that all reportable transactions were reported, we believe that during the fiscal year ended December 31, 2016 our officers, directors and greater than ten percent owners timely filed all filing requirements applicablereports they were required to file under Section 16(a); except for one of our directors, executive officers, and personsClay Riebe, who own more than 10%filed late one Form 4 relating to an award of a registered class of our equity securities have been timely complied with in accordance with Section 16(a) of the Exchange Act, except for the following late filings:•Filings made by each of Pat S. Bolin, Blake Bozman, Mark Griege, Michael Kowalski, John Sughrueemployee stock options and Ray W. Washburne, in connection with the receipt of shares of common stock upon the vesting of restricted stock units granted to these individuals on December 16, 2014. The relevant Form 4s were filed with the SEC on December 23, 2014.
PROPOSALS FOR 20162018 ANNUAL MEETING20162018 annual meeting of shareholders, such proposal and supporting statements, if any, must be received by us at our principal executive officeoffices, located at 8214 Westchester Drive, Suite 400, Dallas, Texas 75225, no later than January 31, 2016.
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Vote by Internet - QUICK . . . EASY Veritex Holdings, Inc. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 6:00 p.m., Central Time, on May 13, 2015. INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. . FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . PROXY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” PROPOSALS 1 AND 2 AND IN THE PROXIES’ DISCRETION ON ANY OTHER MATTERS COMING BEFORE THE MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” 1. Election of Directors (1) C. Malcolm Holland, III (2) William C. Murphy (3) Pat S. Bolin (4) Blake Bozman (5) Mark Griege (6) Michael D. Ilagan (7) Michael Kowalski (8) John Sughrue (9) Ray W. Washburne (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) 2. To ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2015 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, AND 2. COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature______________________________________ Signature, if held jointly______________________________________ Date_____________, 2015. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate off icer, please give title as such. Please mark your votes like this X FOR AGAINST ABSTAIN FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left)
. FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED . Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held May, 14, 2015 The proxy statement and our 2014 Annual Report to Stockholders are available at http://www.veritexbank.com/proxymaterials Veritex Holdings, Inc. PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned appoints C. Malcolm Holland, III and William C. Murphy, and each of them, as proxies, each with the power to appoint his substitute, and authorizes each of them to represent and to vote, as designated on the reverse hereof, all of the shares of common stock of Veritex Holdings, Inc. held of record by the undersigned at the close of business on March 18, 2015 at the Annual Meeting of Stockholders of Veritex Holdings, Inc. to be held on May 14, 2015, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE NINE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued, and to be marked, dated and signed, on the other side)