Dallas, Texas 75225
(972) 349-6200
April 7, 2016Dear Fellow Shareholder:
On behalfshareholders (the “Annual Meeting”) of ourVeritex Holdings, Inc. (the “Company”) will be held as follows:
| TIME AND DATE | 5:00 p.m., Central Time Tuesday, May 21, 2019 |
| PLACE | 8214 Westchester Drive, Suite 735 Dallas, Texas 75225 |
| ITEMS OF BUSINESS | 1. Election of nine directors of the Company; 2. Approval of the Company’s 2019 Amended and Restated Omnibus Incentive Plan; 3. Approval of the issuance of shares of common stock underlying certain equity awards made in January 2019; 4. Non-binding advisory vote on the compensation of the Company’s named executive officers; 5. Non-binding advisory vote on the frequency of shareholder advisory votes on executive compensation; 6. Ratification of the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019; and 7. Transaction of such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
| RECORD DATE | Only shareholders of record of Company common stock at the close of business on March 25, 2019 are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. |
| PROXY VOTING | It is important that your shares be represented and voted 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 examination by any shareholder at the principal place of business of the Company during ordinary business hours for a period of 10 days prior to the Annual Meeting. This list also will be available for inspection to shareholders who are present at the Annual Meeting. |
| By Order of the Board of Directors, | ||
 | ||
C. Malcolm Holland, III Chairman of the Board, Chief Executive Officer and President | ||
Dallas, Texas April 19, 2019 | ||
The purposes21, 2019: the proxy statement, the accompanying notice of the meeting are set forth in the accompanying Notice of Annual Meeting, a form of Shareholdersproxy card and Proxy Statement. In additionour 2018 annual report to these matters, we will review our operating results for 2015 and plans forshareholders are available at
Annual Meeting in person, please contact us at (972) 349-6132.
Your Vote is Important
We appreciateafter I have submitted a proxy?” for more information on how to vote your continued support of our company and look forward to seeing you at the 2016 Annual Meeting.
Veritex Holdings, Inc.
8214 Westchester Drive, Suite 400800
Dallas, Texas 75225
NOTICE OF2019 ANNUAL MEETING OF SHAREHOLDERS
ToTO BE HELD ON MAY 21, 2019
The 2016, a Texas corporation, and its consolidated subsidiaries as a whole; references to the “Bank” refer to Veritex Community Bank, a wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to “shareholders” are to the holders of our common stock, par value $0.01 per share (the “common stock”).
- proposals:
Only shareholders Members of recordour management team will be present at the close of business on March 23, 2016, 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 days prior to the annual meeting. This list also will be available to shareholders at the annual meeting.
Dallas, TexasApril 7, 2016
Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Shareholders To Be Held on May 12, 2016: This proxy statement and our 2015 Annual Report are available at www.veritexbank.com/proxymaterials.
A proxy card is enclosed. Whether or not you plan to attend the annual meeting, please vote by completing, signing and dating the proxy card and promptly mailing it in the enclosed envelope or via the Internet pursuant to the instructions provided on the enclosed proxy card. You may revoke your proxy card in the manner described in the proxy statement at any time before it is exercised. See "About the Annual Meeting" for more information on how to vote your shares or revoke your proxy.
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ii
VERITEX HOLDINGS, INC.8124 Westchester Drive, Suite 400Dallas, Texas 75225
PROXY STATEMENT FOR2016 ANNUAL MEETING OF SHAREHOLDERSTO BE HELD ON MAY 12, 2016
Unless the context otherwise requires, references in this proxy statement to "we," "us," "our," "our company," the "Company" or "Veritex" refer to Veritex Holdings, Inc., a Texas corporation, and its consolidated subsidiaries as a whole; references to the "Bank" refer to Veritex Community Bank, a wholly-owned subsidiary of Veritex Holdings, Inc. In addition, unless the context otherwise requires, references to "shareholders" are to the holders of our common stock, par value $0.01 per share (the "common stock").
This proxy statement is being furnished in connection with the solicitation of proxies by the board of directors of the Company (the "board") for use at the 2016 annual meeting of shareholders of the Company to be held on Thursday, May 12, 2016 at 5:00 p.m., Central Time, at 8214 Westchester Drive, Dallas, Texas, Suite 400, and any adjournments thereof (the "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 and the enclosed proxy card (collectively the "proxy materials") are first being sent to shareholders on or about April 7, 2016. You should read the entire proxy statement carefully before voting.
Important Notice Regarding the Availability of Proxy Materials for the 2016 Annual Meeting of Shareholders To Be Held on May 12, 2016
Pursuant to the rules promulgated by the Securities and Exchange Commission (the "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 atwww.veritexbank.com/proxymaterials.
When and where will the annual meeting be held?
The annual meeting is scheduled to take place at 5:00 p.m., Central Time, on Thursday, May 12, 2016, at Veritex corporate headquarters located at 8214 Westchester Drive, Suite 400, Dallas, Texas 75225.
What is the purpose of the annual meeting?
This is the 2016 annual meeting of shareholders. At the annual meeting, shareholders will act upon the matters outlined in the notice attached to this proxy statement, including the following:
1.to elect nine directors to serve on the board of the Company until the next succeeding annual meeting to be held in 2017, 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, 2016; and3.to transact such other business as may properly come before the annual meeting or any adjournment thereof.
election as directors:
Pat S. Bolin
and Gordon Huddleston and Ms. April Box resigned from our Board, effective as of January 1, 2019. Mr. Bozman served on our Board since 2009, and Mr. Huddleston and Ms. Box each served on our Board since 2017. Each former director has elected to continue to serve as an advisor to our Board. The Company thanks Messrs. Bozman and Huddleston and Ms. Box for their dedicated service to the Company.
Annual Meeting?
Annual Meeting. Each holder of record of our outstanding common stock on the record date will be entitled to one vote for each share of common stock registered in such holder’s name on each matter to be voted upon at the Annual Meeting. On the record date, 54,352,704 shares of common stock were outstanding.
•indicate
| • | Over the Internet: Visit the website www.cstproxyvote.com. Have your proxy card in hand when you access the website. Enter your control number from your proxy card and follow the instructions for Internet voting on that website. |
•goPlease refer to thewebsitewww.cstproxyvote.comand follow thespecific instructionsfor Internet voting on that website.
The Company must receiveset forth in your proxy card by no later than the time the polls close for voting at the annual meeting for your voteadditional information on how to be counted at the annual meeting. Please note that Internet voting will close at 6:00 p.m., Central Time, on May 11, 2016.
vote. Voting your shares by proxy will enable your shares of common stock to be represented and voted at the annual meetingAnnual Meeting if you do not attend the annual meetingAnnual Meeting and vote your shares in person.
Annual Meeting. 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?
What is "householding" and how does it affect me?
With respect to eligible shareholders who share a single address, we are sending only one copy of the notice and proxy statement to that address unless we have received instructions to the contrary
from any shareholder at that address. Eligible shareholders will continue to have access and receive separate proxy cards. This practice, known as "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 Veritex Holdings, Inc., 8214 Westchester Drive, Suite 400, Dallas, Texas 75225, Attn: Corporate Secretary. Eligible 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.
Proposal 1—FORBoard’s recommendations described above in “—What are the election of each nominee for director; and
Proposal 2—FOR the ratification of the appointment of Grant Thornton LLP.
Board’s recommendations on how I should vote my shares?”
In the election—Election of directors, youdirectors—You may vote for all director nominees or you may withhold your vote as to one or more director nominees. With respect to the proposal to ratify the appointment
a proxy?
•
proxy unless you vote again in person at the Annual Meeting.
What percentage of the vote is required to approve each proposal?
The affirmative vote of the holders of a plurality of the votes cast at the annual meeting is required for the election of the director nominees (Proposal 1). Therefore, the nine director nominees who receive the most votes from the holders of the shares of our common stock for their election will be elected.
The ratification of Grant Thornton LLP's appointment as the Company's independent registered public accounting firm (Proposal 2) will require the affirmative vote of the holders of a majority of the votes cast at the annual meeting.
How are broker non-votes and abstentions treated?
Broker non-votes and abstentions are counted for purposes of determining the presence or absence of a quorum. A broker non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees. Because 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 proposals to ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm (Proposal 2).
Are there any other matters to be acted upon at the annual meeting?
Annual Meeting?
The Company
Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
Board?
the Annual Meeting. If elected, all nominees will serve for a term commencing on the date of the Board and, except for Messrs. Mehos, Lerner and Ellis, each nominee was previously elected by our shareholders. 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. Washburne(3) and his community involvement and leadership skills qualify him to serve on our responsible for 2018. Our Audit Committee has adopted a written charter Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees(4) Total fees 2018. Board. Compensation Committee Interlocks and Insider Participation our subsidiaries, or had any relationship requiring disclosure in this proxy statement. 2018. time relating to the nomination of Board and committee members. Board. Other than as described above, there are no stated minimum criteria for director nominees. The Corporate Governance and Nominating Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a shareholder. Code of Business Conduct and Ethics is available on our website atwww.veritexbank.com under 2019, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Section 14A of the Exchange Act enable our shareholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive compensation program through the following resolution: C. Malcom Holland, III LaVonda Renfro Angela Harper Jeff Kesler Board. Jeff Kesler. Jeff Kesler has served as our Executive Vice President and Chief Lending C. Malcolm Holland, III, Chairman of the Board and Chief Executive Officer William C. Murphy, Vice Chairman of the Board Jeff Kesler, Executive Vice President and Chief Lending Executive(6) The Compensation Committee also considers various other factors in determining executive compensation packages, including individual performance and changes in our stock price. performance-based RSUs based on our TSR relative to the Index on the last day of 2018 (calculated as described below), which fair value then determines the number of shares of our common stock subject to the RSUs. The payout for 2018 awards was calculated as a function of the target equity incentive percentage (calculated as percentage of salary) multiplied by the linear interpolation of values between 50% to 150% funding levels divided by the fair value of the performance-based RSUs (calculated as described above). The number of performance-based RSUs granted in 2018 eligible for vesting was determined as detailed below: Outstanding Equity Awards at Fiscal C. Malcolm Holland, III William C. Murphy Jeff Kesler average exercise price of Pat S. Bolin Blake Bozman Mark Griege Michael D. Ilagan(1) Michael Kowalski John Sughrue Ray W. Washburne under the All 1,572,370 shares were sold pursuant to the registration statement. We and the Bank have adopted policies to comply with these regulatory requirements and restrictions. Directors and Named Executive Officers: C. Malcolm Holland, III(4) William C. Murphy(5) Jeff Kesler(6) Pat S. Bolin(7) Blake Bozman(8) Mark Griege(9) Michael D. Ilagan Michael Kowalski(10) John Sughrue(11) Ray W. Washburne(12) All Directors and Executive Officers as a Group (13 persons) Principal Shareholders: 5% Security Holders: SunTx Veritex Holdings, L.P.(13) Basswood Management, L.L.C.(14) FJ Capital Management LLC as a group(15) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 16 of the Exchange Act. 2,000 RSUs on March 31, 2018. The Form 4 was filed on August 24, 2018.Bylawsbylaws currently provide for a boardthat the number of directors consisting ofwhich shall constitute the entire Board, shall not fewerbe less than seven norand shall not be more than nine. However, in connection with a merger or acquisition involving us or our subsidiaries, the number of directors may be increased to 11 with the consent of 75% or more of the members of the Board to allow for the appointment of one or more persons who are associated with a party to the transaction to fill a newly created position. Each director shall hold office until the next succeeding annual meeting of shareholders and until such director’s successor shall have been elected and qualified or until such director’s earlier death, resignation or removal.individuals. Our boardmembers and our Board has nominated nine nominees to be elected at this annual meeting.annual meetingAnnual Meeting and continuing until the 20172020 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. Each of the foregoing nominees listed below is currently serving as a director ofon the Company.the Companyus for each nominee for election as a director of the Company:director: Age Position(s) Director
Since 56 Chairman of the Board and Chief Executive Officer 2009 66 Vice Chairman 2011 64 Director 2011 45 Director 2009 57 Director 2009 49 Director 2014 62 Director 2013 55 Director 2009 55 Director 2009 (1)Name of Nominee Age Position(s) Held in the Company Director
SinceC. Malcolm Holland, III 59 Chairman of the Board, Chief Executive Officer and President 2009 68 Director 2011 56 Director 2019 58 Director 2017 60 Director 2009 65 Director 2019 64 Director 2019 59 Director 2017 58 Director 2009 (2)Member, Compensation Committee(3)the CompanyVeritex and has been our Chairman of the Board, and Chief Executive Officer and President of Veritex since 2009, and the Chairman of the Board,board of directors, Chief Executive Officer and President of the Bank since its inception in 2010. Mr. Holland beganPrior to his career in 1982 as a credit analyst and commercial lenderservice 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, andVeritex, Mr. Holland served asin various analyst, lending and executive vice president and head of commercial lending for Fidelity Bank ofmanagement positions in the Dallas banking market from 19951982 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 Texas Region of Colonial Bank.2009. Mr. Holland is a past president of the Texas Golf Association and has been one of 15 members ofserved on the Executive Committee of the United States Golf Association since 2013.from 2013 through 2016. Mr. Holland is an active member and chairman of the business advisory committee of Watermark Community Church.Church and currently serves as a board member for Cannae Holdings, Inc. He has served as chairman of the College Golf Fellowship since 2002.from 2002 to 2013. Mr. Holland received his Bachelor of Business Administration from Southern Methodist University in 1982. With over 3335 years of banking experience in the Dallas metropolitan area, Mr. Holland'sHolland’s extensive business and banking experienceboardBoard and as Chairman. William C. Murphy. William C. Murphy has served as the Vice Chairman of both the 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 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 as an executive officer of the bank after it was acquired by Compass Bank in 1998. Under his leadership Fidelity completed four bank acquisitions and three branch acquisitions and grew to $350 million in total assets with 14 banking offices. Mr. Murphy serves on the boards of Eagle Oil & Gas Co., a private independent oil and gas company, and Foundation One Insurance Services. 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's perspective, knowledge and extensive community relationships qualify him to serve on our board and as Viceits Chairman.boardBoard in March 2011 upon our acquisition of Fidelity Bank of Dallas. Mr. Bolin is the Executive Chairman of the Boardboard directors of Eagle Oil & Gas Co., a private independent oil and gas company based in Dallas founded by Mr. Bolin in 1976. 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 in 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 the Second Century Campaign Steering Committee at Southern Methodist University. 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 extensive community involvement, qualify him to serve on our board.Board. Blake Bozman.William D. Ellis. Blake Bozman hasWilliam D. Ellis joined our Board in 2019, having served as Vice Chairman at Green Bancorp, Inc. (“Green”) since October 1, 2015 and as Vice Chairman at Green Bank N.A. (“Green Bank”) since October 1, 2015. Previously, he was the Founder and Chairman of Patriot Bancshares, Inc., headquartered in Houston, and served as its Chief Executive Officer and a director from its inception in 2005. Prior to his tenure with Patriot Bancshares, Inc., Mr. Ellis held senior executive positions with several other financial institutions, including Texas Regional President for Union Planters Bank in Houston and Senior Vice President Regional Retail Banking Manager for BB&T in Washington, D.C. He currently serves on The Board of Advocates of The Truett Seminary at Baylor University and is a former director of Theater Under the Stars and Mission Centers of Houston. Mr. Ellis received his Bachelor of Science from Mississippi College and his Master of Business Administration from the University of North Alabama. Mr. Ellis's qualifications to serve on our Board include his leadership of Patriot Bancshares, Inc. since its inception, his extensive experience in the banking industry and his longstanding relationships within the business, political and charitable communities.boardBoard from 2009 to 2013 and as a Board observer from 2013 to 2016. Mr. Fleming rejoined our Board and has served as a director since September 2009.2017. Mr. BozmanFleming is a founder and Managing DirectorPartner of Freedom Truck Finance, a secondary truck finance company based in Dallas.SunTx Capital Partners. He serves as Chairman of Construction Partners, NationsBuilders Insurance Services and Big Outdoor, LLC. Mr. Bozman oversees the operationsFleming also serves as Vice-Chairman of Prattco International, Inc., a family-owned business specializing in real estate investments and purchasing oil and gas properties. From 1995Interface Security Systems. Prior to 2006,his time at SunTx Capital Partners, Mr. Bozman was with Drive Financial Services, a consumer finance company focused on sub-prime auto finance, which he co-founded in 1995 andFleming served as Executive Vice President and Chief Operating Officer of SalesSpinnaker Industries, a publicly traded materials manufacturing company, until its sale in 1999. During his tenure, the company transformed from a small regional manufacturing business into a publicly traded acquisition platform with a national footprint. Previously, Mr. Fleming worked at a Dallas-based private investment firm where he led acquisitions in the food and Originations.beverage and defense industries. Prior to that, Mr. Bozman receivedFleming was a consultant for The Boston Consulting Group, and worked for Fleming Companies. Mr. Fleming holds a Master of Business Administration with distinction from Harvard Business School and a Bachelor of Arts in MarketingPolitical Science from Southern Methodist University in 1993. Mr. Bozman'sStanford University. His significant financial expertise and leadership of SunTx Capital Partners and business experience particularly in the consumer financial services industry, qualifieswith publicly traded companies qualify him to serve on our board.Board.boardBoard since 2009. Mr. Griege is a Managing Partnerthe Chief Executive Officer of Robertson, Griege & Thoele,RGT Wealth Advisors, a large 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 & Thoeleat RGT Wealth Advisors brings perspective and knowledge to our board regarding a variety of investments, businessesinvestment and leadership,business perspectives and insights to our Board and qualifies him to serve on our board.Board.TableSteven D. Lerner. Steven D. Lerner joined our Board in 2019. He was an independent director, Chairman of Contents Michael D. Ilagan. Michael D. Ilagan hasthe Audit Committee and Chairman of the Nominating and Corporate Governance Committee at Green and served on our boardas a director of Green Bank from 2006 to 2019. Mr. Lerner is the Chief Executive Officer of TRC Ventures, L.P. (formerly The Redstone Companies, LP). Previously, he held the position of President of Redstone Companies Real Estate, LLC and was Executive Vice President and General Counsel of The Redstone Companies and numerous Redstone-related entities since 2014.1998. Before that, Mr. IlaganLerner was a partner of the Houston law firm now known as Schlanger, Silver, Barg & Paine, LLP. He is a Principalmember of SunTx Capital Partners, which he joined in 2006. From 1998 to 2005,the State Bar of Texas. Mr. Ilagan was an attorney at Skadden, Arps, Slate, Meagher, & Flom, LLP, and from 1988 to 1991, he was a consultant at Bain & Company. He also serves on the board of directors of Carolina Beverage Group LLC and previously served on the board of directors of Huron Inc. and The Park Group Ltd. Mr. IlaganLerner received a Bachelor of Arts in EconomicsJuris Doctor with honors 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 CollegeTexas School of Law, where he was a member of the Texas Law Review. Mr. Lerner is also the Vice-Chairman of Harris County Improvement District #1 (the Uptown District in 1998.Houston). Mr. Ilagan'sLerner’s extensive financial and investment experience, including his significant financial and accounting expertise, his experience in the development of and investment in real estate, his longstanding relationships within the business, experiencepolitical and legal backgroundcharitable communities, as well as his previous service with Green and Green Bank, qualifies him to serve on our board.Board. Michael Kowalski.Manuel J. Mehos. Michael Kowalski hasManuel J. Mehos joined our Board in 2019. Mr. Mehos served as a directorchairman of the Companyboard of directors of Green Bank and the Bank since June 2013. Mr. Kowalski retired from Pacific Premier Bank in November 2015, where he served as Senior Vice President following its acquisition of First Associations Bank in March 2013. From 2007 to March 2013, Mr. Kowalski served as Chairman and Chief Executive Officer of First Associations Bank.Green since its inception in 2004. Prior to founding Green in 2004, Mr. KowalskiMehos was the founder, Chairman of the board of directors and Chief Executive Officer of Coastal Bancorp, Inc. and its banking subsidiary, Coastal Banc, a publicly-traded company that was later acquired by Hibernia Corporation. Mr. Mehos is a Certified Public Accountant. He currently serves as a director on the board for Sentinel Trust Company. He has served as a director on the board for Federal Home Loan Bank of Dallas, Texas Finance Commission, Texas Savings & Community Bankers Association and America's Community Bankers. Mr. Mehos received ahis Bachelor of Business Administration and Master of Business Administration from the University of Texas. Mr. Mehos' qualifications to serve on our Board include his extensive experience in the banking industry and his previous experience serving as chairman of the board of directors of publicly-traded companies.in Mathematics from John CarrollSouth Carolina State University in 1976math and has beenphysics, and a licensed Certified Public Accountant since 1979.Master of Science in industrial engineering from Northwestern University. Mr. Kowalski's financial expertiseMorrison’s significant leadership and 30 yearstechnical experience as Chief Information Officer of community banking experience provides our board with significant knowledge and insight regarding the business and operations of banks andCox Enterprises, Inc. qualifies him to serve on our board.Board.as a director of the Companyon our Board 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 Directordirector and the Chief Executive Officer of Brook 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 MastersMaster 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.Board. Ray W. Washburne. Ray W. Washburne 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. 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. Agreements Pursuant to which Certain Directors were Selected and Nominated As of March 23, 2016, based on the information reported on a Schedule 13G filed with the SEC, SunTx Veritex Holdings, L.P. ("SunTx") owned 14.7% of our outstanding common stock. Pursuant to an agreement between SunTx and us, SunTx is 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 holds at least 4.9% of our outstanding common stock. See "Certain Relationships and Related Person Transactions—Agreements with SunTx Veritex Holdings, L.P." for further discussion of this agreement.annual meetingAnnual Meeting is required for the election of each of the nominees for director. OF DIRECTORS RECOMMENDS A VOTE "FOR"“FOR” THE ELECTION OF EACHALL OF THE NOMINEES LISTED ABOVE FOR ELECTION TO THE BOARDBOARD.DIRECTORS.DIRECTORSName Fees Earned
or Paid in
Cash ($)
Awards ($)1 Total ($) Pat S. Bolin $ 26,750 $ 56,700 $ 83,450 20,500 56,700 77,200 25,500 56,700 82,200 7,500 28,322 35,822 Ned N. Fleming, III 30,500 56,700 87,200 Mark Griege 28,000 56,700 84,700 26,750 56,700 83,450 12,708 28,322 41,030 5,350 28,322 33,672 Gregory Morrison 26,750 56,700 83,450 John Sughrue 25,500 56,700 82,200 boardBoard met 1312 times during the 20152018 fiscal year (including regularly scheduled and special meetings). During the 2018 fiscal year, 2015, each director withparticipated in 75% or more of the exceptiontotal number of Ray W. Washburne,meetings of the Board (held during the period for which he or she was a director) and each director 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 boardBoard on which he or she served (during(held during the period that he or she served). It is our recommendation that each director standing for election at the annual meetingAnnual Meeting attend the annual meetingAnnual Meeting in person. Four of our directors attended the 2015 annual meeting of shareholders. We anticipate all but one of our nominees for election will attend the upcoming annual meeting.board of directorsBoard 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.boardBoard has evaluated the independence of each director and nominee based uponon these rules. Applying these standards, our boardBoard has affirmatively determined that, with the exception of Messrs.Mr. Holland, and Murphy, each of our current directors and nominees qualifies as an independent director under applicable rules. Prior to their resignation from our Board, our Board had previously determined that each of our former directors Ms. April Box and Messrs. Blake Bozman, Gordon Huddleston, T.J. Falgout, Michael Kowalski and Thomas J. Mastor qualified as an independent director, while Mr. William C. Murphy did not, in each case under applicable rules at the time of their service. Ms. Box and Messrs. Bozman and Huddleston resigned from our Board effective January 1, 2019 but have continued to serve as advisors to the Board; Mr. Murphy resigned from our Board effective October 19, 2018; and Messrs. Falgout, Kowalski and Mastor retired from our Board effective May 15, 2018. In making these determinations, our boardBoard considered the current and prior relationships that each director and nominee has with the Companyus and all other facts and circumstances our boardBoard deemed relevant in determining their independence, including the beneficial ownership of our common stock by each director and nominee, and the transactions described under the heading "Certain“Certain Relationships and Related Person Transactions"Transactions” in this proxy statement.MalcomMalcolm Holland, III currently serves as our Chairman of the Board and our Chief Executive Officer.Officer and President. Mr. Holland'sHolland’s primary duties are to lead our boardBoard in establishing our overall vision and strategic plan and to lead our management in carrying out that plan.board of directorsBoard does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board, as the boardour Board believes that it is in the best interests of our organizationcompany to make that determination from time to time based on the position and direction of our organizationcompany and the membership of the board. The boardour Board. Our 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 the best use of the Chief Executive Officer'sOfficer’s extensive knowledge of our organizationcompany and the banking industry. The boardOur Board views this arrangement as also providing an efficient nexus between our organizationcompany as a whole and the board,our Board, enabling the boardour Board to obtain information pertaining to operational matters expeditiously and enabling our Chairman to bring areas of concern before the boardour Board in a timely manner. The boardOur Board does not have a lead independent director.boardBoard is responsible for oversight of management and the business and affairs of the Company,our company, including those relating to management of risk. Our full boardBoard determines the appropriate risk for us generally, assesses the specific risks faced by us, and reviews the steps taken by management to manage those risks. While our full boardBoard maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit Committee assists the board of directorsour Board in monitoring the effectiveness of the Company's identificationassessing and management ofmanaging our exposure to risk, including major financial other business risks.risk exposures. The Compensation Committee isoverseeingreviewing the relationship between our risk management of risks relating to our executivepolicies and employeepractices, corporate strategy and compensation plans and arrangements, and periodically reviews these arrangements to evaluateevaluating whether incentive orand other forms of compensationpay encourage unnecessary or excessive risk taking by the Company.risk-taking. Our Corporate Governance and Nominating 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,Board, as appropriate, with additional review or reporting on risks conducted as needed or as requested by our boardBoard and its committees.boardBoard has established standing committees at the Company level in connection with the discharge of its responsibilities. These committees include an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.the our boardBoard may establish such additional committees as it deems appropriate, in accordance with applicable law and regulations and our certificate of formation and Bylaws.2015 Audit Committee are Pat S. Bolin, Blake Bozman, Michael KowalskiGregory B. Morrison, Ned. N. Fleming, III, Steven D. Lerner and John Sughrue,William D. Ellis, with Michael KowalskiMr. Lerner serving as chair of the Audit Committee.chair. Our boardBoard has evaluated the independence of each of the members of the Audit Committee and has affirmatively determined that (i) each of the members meetsis independent under the definitionapplicable rules of an "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 boardour Board has determined that Mr. KowalskiLerner has the requisite financial sophistication due to his experience and background and thus qualifiesqualify an "audit“audit committee financial expert"expert” as defined by theunder applicable SEC and as required by Nasdaq Stock Market rules. The Audit Committee met five times in 2015.•selecting and hiring audit and non-audit services to be performed by theour independent auditors;• qualifications, performance and independence of our independent auditors and approving, in advance, all engagements and fee arrangements;•the Company'sour financial statements;•reviewing actions by management on recommendations of the independent auditors and internal auditors;•theour internal auditors and theour independent auditors to review the adequacy and effectiveness of our accounting policies and our system of internal control over financial reporting, andincluding our internal audit procedures;•audit committeeAudit Committee report and reviewing our earnings releasespress releases;reports filed with the SEC;•approving any related personproposed transactions in accordance with the Related Person Transactions Policy;between us and•handling members of management; andthat are specifically delegated towithin the scope the Audit Committee byCommittee’s responsibilities as the board of directors from time to time.committee or the Board deems necessary or appropriate.Table of Contentswhichthat sets forth the committee'scommittee’s duties and responsibilities. The Audit Committee charter is available on our website atwww.veritexbank.com under "About“About Us—Investor Relations—Corporate Governance".Governance.” The Audit Committee has appointed Grant Thornton LLP as our independent auditors to audit the consolidated financial statements of the Company for the 2016 fiscal year. Grant Thornton LLP served as our independent auditors for the 2015 fiscal year and reported on the Company's consolidated financial statements for that year. Representatives of Grant Thornton LLP are expected to be in attendance at the annual meeting and will be afforded the opportunity to make a statement. The representatives will also be available to respond to questions. Fees Paid to Independent Registered Public Accounting Firm The Audit Committee has reviewed the following audit and non-audit fees that the Company has paid to Grant Thornton LLP for 2015 and 2014 for purposes of considering whether such fees are compatible with maintaining the auditor's independence, and concluded that such fees did not impair Grant Thornton'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 Fees," "Audit-Related Fees," "Tax Fees" and "All Other 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. 2015 2014 $ 273,786 $ 450,779 — 122,126 25,440 11,650 — 12,620 $ 299,226 $ 597,175 (1)Audit Fees. Audit fees reflect the aggregate fees billed for services related to the reviews of our quarterly reports filed on Form 10-Q (for such periods for which we filed such quarterly reports), the audit of the consolidated financial statements of the Company and the preparation of financial statements in accordance with PCAOB standards, registration statements and other SEC filings.(2)Audit-Related fees. Audit-related fees reflect the aggregate fees billed by JonesBagget LLP (merged with Whitley Penn LLP as of November 1, 2014) for advisory services related to the preparation of financial statements included in our Registration Statement on Form S-1 relating to our initial public offering in 2014.(3)Tax Fees. Tax fees reflect the aggregate fees billed for permissible tax services relating to preparation of state and federal tax returns and preparation of quarterly federal tax filings.(4)All Other Fees. All other fees reflect the aggregate fees billed for all other services, including the SBLF certification and other strategic matters. Audit Committee Pre-Approval Policy The Audit Committee has established a policy and related procedures regarding the pre-approval of all audit, audit-related and non-audit services to be performed by the Company's independent auditors. The Audit Committee will approve the engagement of auditors for a term of 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 associated cost levels or budgeted amounts that may be provided by its independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee may delegate pre-approval authority to one or more of its members. All requests or applications for services to be provided by the independent auditor that do not require specific approval by the Audit Committee will be submitted to the Audit Committee Chairman in order to determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. The Audit Committee oversees the Company's financial reporting process on behalf of the board. Management has the primary responsibility for preparing the Company's financial statements and the reporting process, including developing, maintaining and evaluating the Company's internal control over financial reporting in accordance with generally accepted accounting principles, or GAAP. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the Company's audited financial statements for the fiscal year ended December 31, 2015, 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. The Audit Committee discussed with Grant Thornton LLP their audit of the Company's 2015 financial statements, including the Company's internal control over financial reporting. During 2015, 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's internal control over financial reporting, and the overall quality of the Company'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 Audit Committee under generally accepted auditing standards. The Audit Committee also discussed with Grant Thornton LLP the 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' independence and concluded that the auditor's independence had been maintained. Based on its review and discussions noted above, the Audit Committee recommended to the Company'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, 2015.Respectfully submitted,AUDIT COMMITTEE of the Board of DirectorsMichael Kowalski, Audit Committee ChairmanPat S. Bolin, Audit Committee MemberBlake Bozman, Audit Committee MemberJohn 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, 2016. The board is seeking ratification of the appointment of Grant Thornton LLP for the 2016 fiscal year. Shareholder ratification of the selection of Grant Thornton LLP as our independent registered public accounting firm for the 2016 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 2016 2015 Compensation Committee are Pat S. Bolin, Blake BozmanNed N. Fleming, III, Manuel J. Mehos and Mark C. Griege, with Mark GriegeMr. Fleming serving as chair of the Compensation Committee.chair. Our board of directorsBoard has evaluated the independence of each of the members of the Compensation Committee and has affirmatively determined that each meetsof the definition of an "independent director"members is independent under the applicable rules of Nasdaq and regulationsthe SEC. The Compensation Committee consists exclusively of directors who are “non-employee directors” for purposes of Rule 16b-3 of the SEC and the Nasdaq Stock Market.Securities Exchange Act of 1934, as amended (the "Exchange Act”). The Compensation Committee met threefive times in 2015.•monitoringthe goals and approving our overall compensation structure, policies and programs (including benefit plans) and assessing whether the compensation structure establishes appropriate incentives forobjectives of our executive officerscompensation plans and evaluating whether incentive and other employees and meets our corporate objectives;•CEOChief Executive Officer and our other executive officers in light of the goals and objectives of our executive compensation plans;executive officers;•CEOChief Executive Officer and theour other executive officers;•overseeing the administration of our equity plans and other incentive compensation plans and programs and preparing recommendations and periodic reports to the board relating to these matters;•boardBoard and boardBoard committee service;•report;proxy statement or Annual Report on Form 10-K; and•handlingmatters thatfunctions as are specifically delegated toassigned by law, our organizational documents or the Compensation Committee by the board of directors from time to time.whichthat sets forth the committee'scommittee’s duties and responsibilities. The Compensation Committee charter is available on our website atwww.veritexbank.com under "About“About Us—Investor Relations—Corporate Governance".Governance.” WilliamMurphy, our Vice ChairmanGriege, Pat S. Bolin and Blake Bozman served as members of the Compensation Committee. Mr. Bozman resigned from the Compensation Committee, effective January 1, 2019. See “Board and Committee Matters—Director Independence.” No such individual is, or was during 2018, an executive officer serves on the board of directors of Eagle Oil & Gas Co., a private independent oil and gas company based in Dallas, Texas. Pat Bolin, who is a director and memberor employee of our Compensation Committee, serves as the Executive Chairmancompany or any of Eagle Oil & Gas Co.Michael D. Ilagan, Michael Kowalski,Mark C. Griege, Manuel J. Mehos and John T. Sughrue, and Ray Washburne, with JohnMr. Sughrue serving as chair of the Corporate Governance and Nominating Committee. The boardchair. Our 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"is independent under the applicable rules and regulations of the SECNasdaq and the Nasdaq Stock Market.SEC. The Corporate Governance and Nominating Committee met twothree times in 2015.•boardBoard as nominees to stand for election as directors and to fill any vacancies on our board;•boardBoard members for committee membership;•reviewing and monitoring compliance withreviewing our Corporate Governance Guidelines;•boardBoard and management; and•handling suchmatters that are specificallyduties or responsibilities expressly delegated to the Corporate Governance and Nominating Committeecommittee by the board of directorsBoard from time to time.whichthat sets forth the committee'scommittee’s duties and responsibilities. The Corporate Governance and Nominating Committee charter is available on our website atwww.veritexbank.com under "About“About Us—Investor Relations—Corporate Governance.”evaluates potential nominees for our board 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 recommendationrecommends to the full boardBoard the standards to be applied in order formaking determinations as to the board to determine each director's independence in accordance with Nasdaq Stock Market rules.absence of material relationships between us and our directors. Although we do not have a separate diversity policy, the committeeCorporate Governance and Nominating Committee considers the diversity of the directors and nominees in terms of knowledge, experience, skills, expertise and other demographicscharacteristics that may contribute to the overall diversity of our board.will consideralso considers shareholder recommendations for nominees, provided that the nomination includes a complete description of the nominee's qualifications, experience and background, together with a statement signed by each nominee in which he or she consents to serveact as a boardBoard member if elected. Such nominations should be addressed to the Chairmanchair of the Corporate Governance and Nominating Committee, c/o the Chief Executive Officer of Veritex Holdings, Inc., at 8214 Westchester Drive, Suite 400,800, Dallas, Texas 75225."About“About Us—Investor Relations—Corporate Governance".Governance.” Any 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.board of directorsBoard in the exercise of its fiduciary duties and responsibilities and to serve the best interests of the Company and our stockholders.shareholders. The Corporate Governance Guidelines are available on our website atwww.veritexbank.com under "About“About Us—Investor Relations—Corporate Governance".Governance.” HedgingStock options and Pledging Policy
SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.adoptedalso revised certain terms of the Equity Plan to remove language or references based upon the prior performance-based compensation exception under Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), which are no longer relevant to the Equity Plan in light of changes to the law enacted by legislation known as the Tax Cuts and Jobs Act of 2017. These include the definition of outside director, provisions relating to “covered employees” and descriptions of accounting methodology. Finally, we have clarified certain provisions with respect to the Compensation Committee’s authority and responsibilities in the administration of the Equity Plan.policydelegation of authority may not grant himself or herself an award under the Equity Plan.insider tradingthe Nasdaq Global Market on April 18, 2019 was $26.22.prohibits trading79 had been selected by the Compensation Committee to receive awards in publicly tradedJanuary 2019. Eight non-employee members of the Board were eligible to receive awards under the Equity Plan, and the Compensation Committee selected all eight, together with three advisors to the Board, to receive awards in January 2019. See “Proposal 3. Approval of the Issuance of Shares of Common Stock Underlying Certain Equity Awards Made in January 2019—Summary of the Director RSUs.”short sales, margin accountsmay be issued under the Equity Plan. The exercise price of an option may not be less than the fair market value per share of common stock on the date of grant (except for options assumed in a corporate transaction). The Compensation Committee may provide for payment of the exercise price of a stock option in cash or cash equivalents, by an exchange of stock previously owned by the grantee or through a broker-dealer facilitated cashless exercise procedure.pledging, hedging transactions,RSUs. A restricted stock award is an award of common stock subject to restrictions on transferability and any other restrictions as the Compensation Committee may impose. The restrictions may lapse after a specified period of employment and/or the satisfaction of pre-established performance goals, in installments or otherwise as determined by the Compensation Committee. An RSU is an award of the right to receive cash or common stock at a future date. In the case of both restricted stock and RSUs, participants are not entitled to receive any cash orshort-term trading strategies.equity awards issued under the Equity Plan would fully vest as of the consummation of the acquisition on January 1, 2019.Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) (c) Equity compensation plans approved by shareholders 724,520 19.40 162,174 Equity compensation plans not approved by shareholders — — — Total 724,520 19.40 162,174 New Plan Benefits 2019 Amended and Restated Omnibus Incentive Plan Name and Position 2019 LTIP Awards Director RSU Awards Number of Shares Underlying Tandem Option/SAR Awards Number of Shares Underlying Tandem Option/SAR Awards Number of Performance RSUs Number of RSUs C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 705,634 39,512 15,236 1,574,000 50,000 50,000 — — Jeff Kesler, Executive Vice President and Chief Lending Officer 232,960 10,537 6,095 644,100 30,000 15,000 — — LaVonda Renfro, Executive Vice President and Chief Administrative Officer 174,708 7,902 4,571 429,400 20,000 10,000 — — Clay Riebe, Executive Vice President and Chief Credit Officer 218,395 9,878 5,714 644,100 30,000 15,000 — — Executive Group 1,849,012 83,633 48,376 4,255,400 170,000 110,000 — — Non-Executive Director Group — — — — — — 1,095,204 45,219 Non-Executive Advisor Group — — — — — — 254,794 10,520 Non-Executive Officer Employee Group — — — — — — — — TableContentsCompanyBank, as indicated, of each of our executive officers. The business address for all of these individuals is 8214 Westchester Drive, Suite 400,800, Dallas, Texas 75225.Name Age Position with the Company 5659 Chairman of the Board, and Chief Executive Officer and President, Veritex and the BankWilliam C. Murphy 66Vice ChairmanNoreen E. Skelly5160 Executive Vice President and Chief Financial Officer, Veritex and the Bank 5558 Executive Vice President, andVeritex; Chief RetailAdministrative Officer, Bank 4750 Executive Vice President, andVeritex; Chief Risk Officer, Bank 3841 Executive Vice President, andVeritex; Chief Lending Officer, BankClay Riebe 58 Executive Vice President, Veritex; Chief Credit Officer, Bank Michael Bryan 62 Executive Vice President, Veritex; Chief Information Officer, Bank boardBoard and serve at the discretion of the board."Proposal“Proposal 1. Election of Directors—Nominees for Election"Election” above. William C. Murphy.Terry S. Earley. Refer to "Proposal 1. Election of Directors—Nominees for Election" above. Noreen E. Skelly. Noreen E. SkellyTerry Earley has served as ourthe Executive Vice President and the Chief Financial Officer of our CompanyVeritex and the Bank since June 2012. Ms. SkellyJanuary 2019, when he joined us in connection with our acquisition of Green. Mr. Earley is responsible for the Finance, Accounting and Treasury functions of the Bank. From 2009 to March 2012, Ms. Skelly2017 through January 2019, Mr. Earley 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 SeniorExecutive Vice President and Chief Financial Officer of the Retail LineGreen, and from July 2017 through January 2019, he was Chief Financial Officer of Business. Ms. Skelly began her professional career at the Federal ReserveGreen Bank. From December 2011 to March 2017, Mr. Earley served as Executive Vice President and Chief Financial Officer of Yadkin Financial Corporation and its predecessors. Prior to that, Mr. Earley served as President and Chief Executive Officer of Rocky Mountain Bank and Rocky Mountain Capital, located in Jackson, Wyoming, in 2010, and as Chief Financial Officer of Chicago in 1987 and was promoted in 1996 to serve as an accounting policy analyst for the Board of GovernorsBancorp of the Federal Reserve SystemSoutheast, LLC, located in Washington D.C. Ms. SkellyPonte Vedra, Florida, in 2009. Before that, Mr. Earley served as Chief Financial Officer and Chief Operating Officer of RBC Bank (USA), which he joined in 1992. Mr. Earley is a Certified Public Accountant and received ahis Bachelor of Business Administration with a concentration in financeAccounting from the University of TexasNorth Carolina at Austin in 1987 and a Masters of Business Administration from the University of Chicago Booth School of Business in 1993.Chapel Hill.RetailAdministrative Officer of the Bank since 2010. Ms. Renfro is responsible for the overall administration and coordination of the activities of the 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.CreditChief Risk Officer of the Bank since 2009. Ms. Harper oversees the information technology, credit underwriting, loan operations, compliance and Bank Secrecy Act departments.departments of Veritex and the Bank. From 2002 to 2009, Ms. Harper served in various capacities at Colonial Bank, including Senior Vice President, Credit Administration Officer and Risk Management Officer for the Texas region. Ms. Harper began her career in banking as an OCCa Bank Examiner at the Office of the Comptroller of the Currency from 1991 to 1995 working in the Dallas Duty Station. Ms. Harper received a Bachelor of Business Administration in Finance in 1989 and a MastersMaster of Business Administration from Texas Tech University in 1990 and is a Certified Regulatory Compliance Manager (CRCM).Manager.ExecutiveOfficer of the Bank since May 2014. Mr. Kesler is responsible for credit qualitythe Bank’s lending functions, 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 Communitythe Bank'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.
Clay RiebeEXECUTIVE COMPENSATION AND OTHER MATTERSWe are an "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. Our "named executive officers" for 2015, which consist of our principal executive officer and the two other most highly compensated executive officers, are:•C. Malcolm Holland, III, our Chairman of the Board and Chief Executive Officer;.•William C. Murphy, our Vice Chairman of the Board; and•Jeff Kesler, Clay Riebe has served as our Executive Vice President and Chief Lending Executive. The following table sets forth information regardingCredit Officer of the compensation paid to each of our named executive officersBank since 2016. Mr. Riebe is responsible for the fiscal years ended December 31,Bank’s credit quality, credit underwriting and administration functions. From 2009 to 2015 he served in various capacities for American Momentum Bank, including Chief Lending Officer and 2014. Exceptmember of the board of the directors. From 2005 to 2009, Mr. Riebe served in various lending functions at Citibank. He began his career at community banks in Texas, including First American Bank Texas, where he served in various lending functions. Mr. Riebe received a Bachelor of Business Management from Texas Tech University in 1983.set forth in the notes to the table, all cash compensation for eachour Executive Vice President and Chief Information Officer of our named executive officers was paid by the Bank where eachsince 2017. Mr. Bryan oversees the information technology department 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 2015 $ 310,000 $ 150,867 $ 69,745 $ 69,750 $ — $ — $ 30,195 $ 630,557 2014 290,000 90,000 390,390 — — — 30,049 800,439
2015
235,000
100,071
29,389
29,375
—
—
26,754
420,589 2014 218,750 75,000 84,118 28,490 — — 26,500 432,858
2015
235,000
100,071
29,389
29,375
—
—
9,881
403,716 2014 151,526 60,000 210,231 20,700 — — 4,490 446,947 (1)The amounts shown in this column represent salaries earned and paid during the fiscal year shown.(2)The amounts of bonuses for each year shown were cash bonuses earned for that year, but that were paid in the following fiscal year.(3)The amounts shown in this column represent restricted stock units, which were valued in accordance with ASC 718—Compensation—Stock Compensation. For the fiscal year ended December 31, 2014, 100% of the stock award value forBank. From 2010 to 2017, Mr. Holland, approximately 87% of the stock award value for Mr. Murphy, and 8% of the stock award value for Mr. Kesler 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.(4)The option awards were valued on the grant date using the Black-Scholes option-pricing model.(5)The amounts shown in this column for the fiscal years ended December 31, 2015 and 2014 include (i) club dues of $27,388 and $27,242, respectively, for Mr. Holland, $26,447 and $26,193, respectively, for Mr. Murphy, and $9,574 and $4,183, respectively, for Mr. Kesler, (ii) for each year, $307 in premiums for bank-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's spouse.(6)Mr. Kesler joined the CompanyBryan served as Executive Vice President and Chief Information Officer at BNC Bank. From 2007 to 2010, Mr. Bryan served as Bank Technology/Operations Practice Principal at DD&F Consulting Group. From 2004 to 2006, Mr. Bryan served as Global Account Manager at Fujitsu. From 2001 to 2004, Mr. Bryan served as Principal Consultant at Hewlett Packard Enterprise. From 1980 to 2003, Mr. Bryan served as Chief Executive Officer/Owner of BancPro Systems, Inc.May 2014our company. The same principles that govern the compensation of all of our salaried employees apply to the compensation of our executive officers:salary showninterests of our shareholders. Our executive compensation programs provide incentive compensation opportunities that promote the achievement of a balanced mix of short- and long-term strategic and financial objectives. In developing our compensation programs and related performance goals, we generally consider our business objectives, market practices, external competitiveness, shareholder interests and advice from our independent compensation consultant. Generally, our executive compensation program is designed to deliver compensation that approximates the median for a carefully selected peer group and that exceeds the median when performance exceeds expectations. Our executive incentive compensation performance metrics support our priorities for creating shareholder value.partial-year'sexecution of our strategy.Tableestablished our existingintend the executive compensation philosophyprogram to provide our executives with target compensation that, on average, approximates the median for our peer group. Individual components of compensation may be greater or lesser than the median, and practicesactual compensation delivered may vary significantly from the target opportunity and the median based on our performance, individual performance, changes in our stock price and shareholder return, among other factors taken into consideration by the Compensation Committee. We intend to fitdeliver the majority of compensation to our historical status asexecutives through our incentive programs, resulting in a privately held corporation.significant portion of total compensation delivered through variable pay so that factors that impact the value of our shareholders’ investment in our company significantly impact our named executive officers’ compensation. 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'seach executive’s particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements.Component Description Objectives Base Salary Fixed cash payment. Targeted at market median with adjustments based on level of responsibility, experience and individual performance. Provide competitive annual pay to attract and retain our executives. Cash Bonus RSUs and Option Awards Long-term incentive opportunity, including based on performance over a period of multiple years. Target award values are based on market median and are driven by our TSR and other performance measures. Reward executive performance in achieving long-term financial and strategic objectives and align executive officers’ interests with shareholder returns. Other Compensation Employee benefits and other compensation. Benefits available to our employees, as well as other benefits that are individually negotiated by certain of our executives. Provide competitive benefit packages to promote the well-being, safety and productivity of our executives. Institution Name Ticker 1. 1st Source Corporation SRCE 2. Allegiance Bancshares, Inc. ABTX 3. Atlantic Capital Bancshares, Inc. ACBI 4. FB Financial Corporation FBK 5. Fidelity Southern Corporation LION 6. First Financial Bankshares, Inc. FFIN 7. Green Bancorp, Inc. GNBC* 8. Guaranty Bancorp GBNK 9. Independent Bank Group, Inc. IBTX 10. Park Sterling Corporation PSTB 11. State Bank Financial Corporation STBZ 12. Stock Yard Bancorp, Inc. SYBT Salary.Salary historically reviewed and set annually by the boardBoard or the Compensation Committee as part of the Company'sour company’s performance review process as well as uponin connection with 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 for fiscal year 2018, the Compensation Committee has relied on external market data obtained from outside sources, including a review of competitive compensation levels for our peer bank salary studygroup prepared by our independent compensation consultant, EY, Human Capital Services.as described above. In addition to considering the information obtained from such sources, the compensation committee has considered:•officer'sofficer’s scope and uniqueness of responsibility;•officer'sofficer’s years and quality of experience;•the types and amount of the elements of compensation to be paid to each named executive officer;•the banking regulatory agencies; and•officer'sofficer’s individual performance and contributions to our company-wide performance, including leadership, team workteamwork and community service.Executive Officer 2017 Base Salary ($) 2018 Base Salary ($) %
Increase (Decrease)C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 375,000 460,000 23% Noreen Skelly, former Executive Vice President and Chief Financial Officer 260,000 285,000 10% Jeff Kesler, Executive Vice President and Chief Lending Officer 280,000 310,000 11% LaVonda Renfro, Executive Vice President and Chief Administrative Officer 200,000 225,000 13% Clay Riebe, Executive Vice President and Chief Credit Officer 260,000 285,000 10% William C. Murphy, former Vice Chairman of the Board 275,000 225,000 (18)% Bonuses.Bonusincentive awardbonus to our named executive officers. Annual incentive awards are intendedofficers to recognize and reward those named executive officers who contribute meaningfullymeaningful contributions to our performance for the year. The Compensation Committee, within its sole discretion, determines whether suchCash bonuses will be paid for any yearare intended to approximate the market median and the amount of any bonus paid. Prior to 2015,are basedhad not relied on any pre-established formula or specific performance measures to determineat the amountbeginning of bonuses paid. Beginning in 2015,each fiscal year. When determining compensation for fiscal year 2018, the Compensation Committee has utilizedbased its determinations in part on a formulaic approach to incentivize achievement of specific performance measures, including efficiency ratio, earning asset growth and compensation (loans and securities), deposit growth and composition, net charge-offs and nonperforming assets to risk-weighted capital, among other financial and operational metrics, in determining the amount of bonuses paid. Bonuses are fundeddetermined based on the achievement of these performance measures relative to minimum and maximum targetedtarget performance. The Compensation Committee leveragesused competitive market data from the peer bank market datagroup prepared by EY, as described above, to establish the minimum, target and maximum fundingbonus amounts. Additionally,Targets may be established at greater or lesser levels for individual executive officers and actual annual incentive awards may be above or below target depending on our performance for the fiscal year as measured by the performance measures and goals established by the Compensation Committee at the beginning of the fiscal year. When performance exceeds the target goals for the performance measures, annual incentive awards may exceed target as well, and may exceed market median payouts. In addition, 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 also considers the personal performance of the executive officer and contributions to the Company'sour company’s performance for the year, including with respect to leadership, teamwork and community service. Restricted Stock Units The Compensation Committee, in its sole discretion, determines whether such bonuses will be paid for any year and the amount of any bonus paid.Awards.Awardsrestricted stock unitsperformance-based RSUs and stock options, to each of our named executive officers in order to motivate,attract and retain a talented management team and align executive compensationprovide them with the long-termright incentives to execute our strategic objectives of the organization.while maximizing our shareholders’ investment in our company. The Compensation Committee considers market practices, external competiveness,competitiveness, shareholder interests and advice from our independent compensation consultantsconsultant in establishing the amount and characteristics of equity award grants. The Compensation Committee determined the level of long-term incentive grants for fiscal year 2018 at the beginning of the fiscal year. Prior to making the grants, the committee established an intended long-term incentive value for each named executive officer. When setting these intended values, the committee considered competitive market data from the peer group prepared by EY, as described above, and target total compensation opportunities. We intend that the value of long-term incentive awards for our executives approximate the market median and the total compensation opportunity for such executive officers approximate the market median level when combined with base salary and target annual bonuses. Fiscal year 2018 long-term incentive awards were driven by a comparison of our TSR against the composite return of the Index on the last day of 2018 (calculated as described below), and individual performance or other factors may result in awards which are above or below the market median. These factors include tenure and experience, succession planning and retention, subjective evaluations of performance, historical grant levels and other recent compensation actions with respect to the individual. The actual value of equity awards granted. The optionrealized by any individual may differ significantly (up or down) from the intended value due to changes in our stock price over the life of the awards are time-based with a three-year vesting period. Restricted stock units require conditionsand the extent to bewhich performance goals are met in determining the numbercase of awards that may vest over a three-year period.performance-based RSUs. During fiscal year 2018, we awarded performance-based RSUs and stock options to our named executive officers. See "—Awards to Named “—Executive Officers"Compensation Tables—Grants of Plan-Based Awards” below for information regarding our RSUs and stock options awards for fiscal year 2018.restrictedrecipient to receive one share of our stock units.for each RSU at the end of a specified vesting period. Non-performance based RSUs generally vest equally over a service period generally ranging from one to five years from the date of grant. Performance-based RSUs include a market condition based on a comparison of our TSR against the composite return of the Index, which determines the number of RSUs eligible for vesting equally over a three-year period from the grant date. The performance-based RSUs granted in 2018 will vest in three equal installments over a three-year tranche vesting schedule beginning January 1, 2019. The market condition is determined at the end of the calendar year in which the performance-based RSUs are granted.TableContentsPerquisites.Other Compensation Insurance Premiums.bank ownedBank-owned life insurance due to its attractive nontaxable return and protection against the loss of itsour key employees. Amounts includedDuring 2018, we paid premiums on Bank-owned life insurance issued in the Summary Compensation Table represent premiums paid by us on behalf of the named executive officer. Employment Agreements with Named Executive Officers Nonerespect of our named executive officers hasin the amounts described in “—Executive Compensation Tables—Summary Compensation Table” below.formal employment agreement. Previously, wecommittee or together with our other independent directors, makes all decisions with respect to the compensation of our named executive officers. The Compensation Committee evaluates our executive officers’ performance in light of the goals and objectives of our executive compensation plans; determines and approves the overall compensation strategies and policies for our executive officers; reviews all equity compensation plans and awards; evaluates whether incentive and other forms of pay encourage excessive risk-taking by executive officers; and reviews perquisites and other personal benefits to our executive officers. The Compensation Committee also specifically evaluates our Chairman and Chief Executive Officer’s performance in light of our goals and objectives relevant to his compensation and, either as a committee or together with our other independent directors, recommends the compensation of our Chairman and Chief Executive Officer for approval by the Board. Periodically, the Compensation Committee also undertakes an extensive review of the competitiveness and appropriateness of certain pay practices, such as severance and change in control arrangements.Bank had enteredCompensation Committee may not delegate to a subcommittee any power or authority required by any law, regulation or listing standard to be exercised by the committee as a whole.employment agreementaward under the Equity Plan, a grantee’s right to payment or benefits with respect to an award is subject to reduction, cancellation, forfeiture, clawback or recoupment under clawback policies that may be adopted by us or as required by applicable law.COMPENSATION COMMITTEE Name and Position Year
Awards ($)3
Awards ($)4
Compensation ($)5 Total ($) C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 2018 $ 460,000 $ 230,000 $ 138,000 $ 138,000 $ 57,102 $ 1,023,102 2017 375,000 275,000 82,549 93,750 64,499 890,798 2016 325,000 172,919 71,571 81,250 29,878 680,618 Noreen Skelly, former Executive Vice President and Chief Financial Officer 2018 285,000 85,500 57,000 35,250 — 462,750 2017 260,000 135,000 40,059 45,500 — 480,559 2016 235,000 93,775 31,064 35,250 — 395,089 Jeff Kesler, Executive Vice President and Chief Lending Officer 2018 310,000 108,500 62,000 37,500 32,238 550,238 2017 280,000 150,000 43,164 49,000 109,393 631,557 2016 250,000 116,388 33,034 37,500 10,654 447,576 LaVonda Renfro, Executive Vice President and Chief Administrative Officer 2018 225,000 76,250 45,000 27,000 — 373,250 2017 200,000 100,000 30,809 35,000 — 365,809 2016 180,000 71,828 23,790 27,000 — 302,618 Clay Riebe, Executive Vice President and Chief Credit Officer 2018 285,000 115,000 57,000 36,000 — 493,000 2017 260,000 85,500 40,059 45,500 — 431,059 2016 240,000 95,771 — 36,000 — 371,771 William C. Murphy, former Vice Chairman of the Board 2018 225,000 — — — 28,022 253,022 2017 275,000 100,000 — — 30,469 405,469 2016 275,000 128,027 42,402 48,125 24,954 518,508 providing that he would serve as vice chairman(iii) for 2018 and 2017, $5,400 in Company contributions to the ESOP for each of both our boardMr. Holland and the board of directors of the Bank,Mr. Kesler; and (iv) for each year, $2,500 in premiums for a term commencinglife insurance policy we maintain that provides a death benefit payable to Mr. Holland’s spouse. Exercise or Base Price of Option Awards Name Award Type Grant Date C. Malcolm Holland, III performance-based RSUs 1/1/2018 69,000 138,000 207,000 $ 138,000 stock options 1/1/2018 14,496 $ 27.59 138,000 Noreen Skelly performance-based RSUs 1/1/2018 28,500 57,000 85,500 57,000 stock option 1/1/2018 5,987 27.59 35,250 Jeff Kesler performance-based RSUs 1/1/2018 31,000 62,000 93,000 62,000 stock options 1/1/2018 6,513 27.59 37,500 LaVonda Renfro performance-based RSUs 1/1/2018 22,500 45,000 67,500 45,000 stock option 1/1/2018 4,727 27.59 27,000 Clay Riebe performance-based RSUs 1/1/2018 28,500 57,000 85,500 57,000 stock options 1/1/2018 5,987 27.59 36,000 William C. Murphy March 23, 2011our performance for the performance period beginning on January 1, 2018 and ending on MarchDecember 31, 2015. Under2020 under our long-term incentive plans. If the employment agreement, Mr. Murphy was entitled to an annual base salaryperformance criteria meet or exceed the threshold levels, a prorated portion of $185,000 with merit increases, bonusthe incentive award could still be earned by the named executive officer. For more information regarding our performance-based RSUs, see “—Elements of Compensation” and other incentives, if any, in accordance with“Proposal 2. Approval of 2019 Amended and Restated Omnibus Incentive Plan—Types of Awards—Restricted Stock and RSUs” above and the Bank's salary administration program based upon performance, as well as to certain other employment related benefits.Year EndYear-End table below.theour named executive officers as of December 31, 2015. Option Awards Stock Awards Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options 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
Shares
of Stock
that
Have
Not
Vested Market
Value of
Shares
of Stock
that
Have
Not
Vested Number of Securities
Underlying Unexercised
Options Option
Exercise
Price Option
Expiration
Date Exercisable(1) Unexercisable 100,000 25,000 (2) $ 10.00 12/31/2021 12,777 (3) 14.17 1/1/2025 1,000 (4) 16,210 24,024 (5) 389,429 7,383 (6) 119,678
12,000
3,000
(7)
10.85
1/1/2024 5,381 (8) 14.17 1/1/2025 1,000 (9) 16,210 4,508 (5) 73,075 3,110 (10) 50,413
2,000
8,000
(11)
12.90
6/1/2024 5,381 (12) 14.17 1/1/2025 15,000 (13) 243,150 1,029 (5) 16,680 3,110 (14) 50,413 (1)The time-based2018. As further described in “—Potential Payments upon Termination or Change in Control” below, the consummation of our acquisition of Green on January 1, 2019 constituted a change in control of the Company under certain of our compensation and incentive plans. All unvested stock options shown in this column are fully vested and presently exercisableRSUs that were outstanding as of December 31, 2015.(2) Option Awards Stock Awards Number
of
Shares
of Stock
that
Have
Not
Vested Market
Value of
Shares
of Stock
that
Have
Not
Vested Number of Securities
Underlying Unexercised
Options Option
Exercise
Price Option
Expiration
DateName Grant Date Exercisable (#) C. Malcolm Holland, III. 1/1/2011 125,000 — $ 10.00 1/1/2021 — $ — 10/9/2014 — — — 10/9/2024 6,006 2 128,408 1/1/2015 12,777 — 14.17 1/1/2025 — — 1/1/2016 8,253 4,126 16.21 1/1/2026 2,508 3 53,621 1/1/2017 3,125 6,250 26.71 1/1/2027 3,510 4 75,044 1/1/2018 — 14,496 27.59 1/1/2028 6,270 5 134,053 Noreen Skelly 7/1/2012 20,000 — 10.00 7/1/2022 — — 10/9/2014 — — — 10/9/2024 707 2 15,107 1/1/2015 5,152 — 14.17 1/1/2025 — — 1/1/2016 3,581 1,790 16.21 1/1/2026 1,088 3 23,254 1/1/2017 1,517 3,033 26.71 1/1/2027 1,703 4 36,417 1/1/2018 — 5,987 27.59 1/1/2028 2,590 5 55,374 Jeff Kesler 6/1/2014 8,000 — 12.90 6/1/2024 — — 10/9/2014 — — — 10/9/2024 257 2 5,503 1/1/2015 5,381 — 14.17 1/1/2025 — — 1/1/2016 3,809 1,904 16.21 1/1/2026 1,157 3 24,730 1/1/2017 1,633 3,267 26.71 1/1/2027 1,835 4 39,239 1/1/2018 — 6,513 27.59 1/1/2028 2,817 5 60,227 LaVonda Renfro 1/1/2011 20,000 — 10.00 1/1/2021 — — 10/9/2014 — — — 10/9/2024 883 2 1,883 1/1/2015 3,114 — 14.17 1/1/2025 — — 1/1/2016 2,743 1,371 16.21 1/1/2026 833 3 17,810 1/1/2017 1,167 2,333 26.71 1/1/2027 1,310 4 28,008 1/1/2018 — 4,727 27.59 1/1/2028 2,045 5 43,722 Clay Riebe 3/30/2016 4,000 6,000 14.82 3/30/2026 3,000 6 64,140 1/1/2017 1,517 3,033 26.71 1/1/2027 1,703 4 36,417 1/1/2018 — 5,987 27.59 1/1/2028 2,590 5 55,374 William C. Murphy — — — — — — granted onwith a grant date of January 1, 2011. Options to purchase 25,000 shares at an exercise price of $10.00 per share vested2016, 2017 and became exercisable on January 1, 2016.(3)Time-based options granted on January 1, 2015. Options to purchase 12,777 shares at an exercise price of $14.172018 vest in three equal annual installments beginning January 1, 2016.(4)Restricted stock units fully2017, 2018 and 2019, respectively. Time-based options with a grant date of March 30, 2016 vest on January 1, 2016.(5)restricted stock unitsRSUs granted received in exchange for cancellation of performance basedperformance-based options on October 9, 2016.2014. Specifically, Mr. Holland received 30,030 restricted stock unitsRSUs for cancellation of 170,000 performance-based options with a weighted average exercise price of $10.00; Mr. MurphyMs. Skelly received 5,636 restricted stock units3,535 RSUs for cancellation of 35,00020,000 performance-based options with a weighted$10.85; and$10.00 that on January 31, 2019 were modified to allow Ms. Skelly to exercise the options within one year after termination of her employment (from three months after termination of employment); Mr. Kesler received 1,287 restricted stock unitsRSUs for cancellation of 10,000 performance-based options with a weighted average exercise price of $12.90.$12.90; and Ms. Renfro received 4,416 RSUs for cancellation of 25,000 performance-based options with a weighted average exercise price of $10.00. Restrictions on restricted stock unitsRSUs 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.(6)Restricted stock units2015.2016. The number of shares eligible for vesting was based on our TSR to the Company's total shareholder return to a market indexIndex calculated at December 31, 20152016, and the shares vest in three equal annual installments beginning January 1, 2016.(7)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. Options to purchase the 3,000 remaining unvested shares of our common stock at an exercise price of $10.85 vested became exercisable on March 23, 2016.(8)Time-based options2017.2015. Options to purchase 5,381 shares at an exercise price of $14.17 vest in three equal annual installments beginning January 1, 2016.(9)Restricted stock units fully vest on January 21, 2017.(10)Restricted stock units granted on January 1, 2015. The number of shares eligible for vesting was based on our TSR to the Company's total shareholder return to a market indexIndex calculated at December 31, 20152017, and the shares vest in three equal annual installments beginning January 1, 2016.(11)Time-based options granted June 1, 2014. Options to purchase the 8,000 remaining unvested shares of our common stock at an exercise price of $12.90 vest in four 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 $14.17 vest in three equal annual installments beginning January 1, 2016.(13)Restricted stock units fully vest on June 1, 2018.(14)Restricted stock units2015.2018. The number of shares eligible for vesting was based on our TSR to the Company's total shareholder return to a market indexIndex calculated at December 31, 20152018, and the shares vest in three equal annual installments beginning January 1, 2016.2019. Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) C. Malcolm Holland,III — $ — 12,729 $ 365,608 Noreen Skelly — — 3,640 102,122 Jeff Kesler — — 18,370 561,445 LaVonda Renfro — — 2,974 84,172 Clay Riebe — — 1,851 52,539 27,713 367,870 6,265 167,614 2010 Equity Incentive Plan2010,2012, we adoptedentered into a change in control agreement with Ms. Noreen Skelly, our former Executive Vice President and Chief Financial Officer. Pursuant to this agreement, upon a change in control, if the Veritex Holdings, Inc. 2010 Stock Optiongross proceeds from Ms. Skelly’s ownership of options and/or grants are not at least $200,000, the Bank will pay Ms. Skelly the difference so that she receives a minimum gross amount of $200,000. In connection with Ms. Skelly's resignation following our acquisition of Green, we paid to Ms. Skelly an additional discretionary payment of $200,000. The total amount paid to Ms. Skelly in 2019 in connection with this change in control was $940,000.Equity Incentive Plan, or the 2010 Equity Incentive Plan,change in control policy to provide protection to full-time employees, including our named executive officers, who are terminated from employment for certain reasons, including involuntary termination without cause. Under the policy, our named executive officers are entitled to the following severance amounts, which vary according to several factors, including whether the qualifying termination occurs within 24 months following a change in control:Position Involuntary termination (no change in control) Termination within 24 months following a change in control Base Salary Annual Incentive Base Salary Annual Incentive Health & Welfare Benefits Chief Executive Officer 4 weeks per year of service (maximum of 52 weeks) Prorated at target 3 times 3 times most recently paid Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") benefits paid for 18 months Executives that Directly Report to the Chief Executive Officer 4 weeks per year of service (maximum of 52 weeks) Prorated at target 2 times 2 times most recently paid COBRA benefits paid for 18 months Executive Vice Presidents 4 weeks per year of service (maximum of 52 weeks) None 5 weeks per year of service* Prorated at target None compensation opportunities thatawards are competitivegoverned by individual award agreements and our policy requires one or more years of service with those of similar companiesour company in order to attract, retain and motivate eligible participants by providing for both the direct award or sale of shares and for the grant of optionsreceive payments attributable to purchase sharesany annual incentive awards. The consummation of our common stock. The maximum numberacquisition of shares of our common stock that may be issued pursuant to grants or options under the 2010 Equity Incentive Plan is 1,000,000. The board authorized the 2010 Equity Incentive Plan to provide for the award of up to 100,000 shares of direct stock awards in the form of restricted shares and up to 900,000 shares of stock options, of which 500,000 shares are 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. In September 2014 our board adopted and our shareholders approved the 2014 Omnibus Plan. The purpose of the 2014 Omnibus Plan is to align the long-term financial interests of our employees, directors, consultants and other service providers with those of our shareholders, to attract and retain those employees, directors, consultants and other service providers by providing compensation opportunities that are competitive with other companies and to provide incentives to those individuals who contribute significantly to our long- 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. Awards to Named Executive Officers We have granted time-based options to each of our named executive officers. The time-based options vest in three equal annual installmentsGreen on each of the first three anniversaries of the grant date. We have also granted restricted stock units to each of our named executive officers. The restricted stock units eligible for vesting depends on the Company'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. In addition to the terms described above, the stock grant and stock option agreements provide for the number of shares granted, the price per share, the initial vesting date, the vesting schedule, and the expiration date of the grant. 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 five-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 ofJanuary 1, 2019 constituted 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 if the successor company does not assume or substitute the outstanding awards, any remaining restrictions will automatically lapse and will represent an equivalent number of sharesunder certain of our common stock. Potential Payments upon Termination or Change in Control Other than a Company severance plan under which allcompensation and incentive plans. Certain of our employees are eligible to receive benefits and certain grantsnamed executive officers has been granted equity awards under ourtwo equity incentive plans, the 2010 Plan and the Equity Plan. The terms of the 2010 Plan required that provide forall unvested stock options and RSUs issued under the 2010 Plan fully vest as of the consummation of the Green acquisition. Under the terms of the Equity Plan, accelerated vesting upon a change ofin control oris permissible, and our Board determined that all unvested stock options, RSUs and other equity awards issued under the death, disability or terminationEquity Plan would fully vest as of the grantee, we do not have any agreement with,consummation of the acquisition on January 1, 2019. As a result, unvested stock options, RSUs and other equity awards under the 2010 Plan and the Equity Plan fully vested on January 1, 2019, and each participant under the ESOP became fully vested in his or obligations to, anyher account.or other executive officerswould be entitled to make any payments, accelerate any equity awardsreceive as of December 31, 2018 following certain types of terminations of employment or provide any other consideration to any such officer in connection with anya change in control. The amounts shown in the following table are approximate and reflect certain assumptions that we have made in accordance with SEC rules. These assumptions are that the termination of employment or change in control occurred on December 31, 2018 (the last day of our 2018 fiscal year), and that the value of a share of our common stock on that day was $21.38, the closing price on December 31, 2018, the last trading day of the Companycalendar year. In addition, in keeping with SEC rules, the table does not include payments and benefits that are not enhanced by the termination of employment or change in control.Benefit Retirement Death ($) Disability ($) Involuntary or Good Reason Termination (Not In Connection with Change in Control) ($) Involuntary or Good Reason Termination (In Connection with Change in Control) ($) C. Malcolm Holland, III — — — 690,000 2,070,000 — 391,126 391,126 — 391,126 — 21,333 21,333 — 21,333 — 1,169,896 — — — — — — — 17,574 Noreen Skelly — — — 370,500 741,000 — 130,153 130,153 — 130,153 — 9,256 9,256 — 9,256 — 857,245 — — — — — — — 26,121 Jeff Kesler — — — 418,500 837,000 — 129,700 129,700 — 129,700 — 9,845 9,845 — 9,845 — 1,890,357 — — — — — — — 36,862 LaVonda Renfro — — — 301,250 602,500 — 108,422 108,422 — 108,422 — 7,090 7,090 — 7,090 — 1,335,942 — — — — — — — 25,791 Clay Riebe — — — 400,000 800,000 — 155,931 155,931 — 155,931 — 39,360 39,360 — 39,360 — — — — 17,779 William C. Murphy Bank“Involuntary or such an officer's severance from employmentGood Reason Termination (Not In Connection with Change in Control)” column includes the Companypayment to Mr. Holland of (i) his annual base salary for 12 months following termination and (ii) the prorated portion of any earned but unpaid target cash incentive for the year. The amount reflected in the “Involuntary or Good Reason Termination (In Connection with Change in Control)” column includes a lump sum payment to Mr. Holland equal to (a) 36 months of his annual base salary and (b) three times the Bank.most recent annual cash incentive paid to him immediately preceding the date of termination.TableContents During 2015, eachRegulation S-K, implementing a requirement of the Dodd-Frank Act, requires that we disclose a ratio that compares the annual total compensation of our non-employee directors receivedmedian employee to that of our Chief Executive Officer.cash retainerlist of $12,000all employees (excluding our Chief Executive Officer) as of December 31, 2018, along with their gross income as reported on IRS form W-2 for his servicethe year ended December 31, 2018. Gross income as reported on IRS form W-2 for the year ended December 31, 2018 was annualized for those employees that were not employed for the full year.director. In addition,shareholder vote on executive compensation or a shareholder vote on the chairmanfrequency thereof, the advisory shareholder vote on executive compensation included in this proxy statement is the first such vote we will hold. Most publicly traded companies, including many of our peers, hold annual advisory votes on executive compensation. We believe that an annual vote gives shareholders the opportunity to react promptly to emerging trends in compensation and to provide feedback before those trends become pronounced over time, while also giving the Board and the Compensation Committee the opportunity to evaluate individual compensation decisions each year in light of ongoing shareholder feedback. Accordingly, the Board recommends that you vote in favor of holding future advisory votes on executive compensation on an annual basis.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMchairmanreporting process, including developing, maintaining and evaluating Veritex’s internal control over financial reporting in accordance with generally accepted accounting principles. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management Veritex’s audited financial statements for the fiscal year ended December 31, 2018, including a discussion of the Compensation Committee each received an additional cash retainer of $7,500 for their service in those roles. The chairmanquality, and not just the acceptability, of the Corporate Governanceaccounting principles, the reasonableness of significant judgments and accounting estimates, and the clarity of disclosures in the financial statements.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 for reasonable out-of-pocket expenses they incur in connection with their service as directors, including travel costs to attend the meetingswritten disclosures and the letter from Grant Thornton LLP required by applicable requirements of the boardPCAOB regarding Grant Thornton LLP’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton LLP the auditors’ independence from management and Veritex, considered the compatibility of directorsnon-audit services with the auditors’ independence and committees. Any director who was alsoconcluded that the auditors’ independence had been maintained.
Gregory B. Morrison, Audit Committee Membernamed executed officer did not receive fees or other compensation for their service as a directorpolicy and related procedures regarding the pre-approval of the Company. The following table sets forth the compensation paid to each director who served on our board during 2015, other than Messrs. Hollandall audit, audit-related and Murphy, whose compensation is described in the "Summary Compensation 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 $ 19,500 $ — $ — $ — $ — $ — $ 19,500 19,500 — — — — — 19,500 22,000 — — — — — 22,000 — — — — — — — 24,500 — — — — — 24,500 22,000 — — — — — 22,000 17,000 — — — — — 17,000 (1)As a result of the internal policies of SunTx, Mr. Ilagan declined to accept board fees to which he would otherwise be entitled to receive. All non-employee directors have been and will continuenon-audit services to be reimbursedperformed by our independent auditors. The Audit Committee will approve the engagement of auditors for their reasonable out-of-pocket travel expenses incurred in attending meetingsa term of 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 associated cost levels or budgeted amounts that may be provided by our boardindependent auditors without obtaining specific pre-approval from the Audit Committee.any committees thereof. Directors are also entitledmore of its members. All requests or applications for services to the protectionbe provided by the indemnification provisions in our certificate of formation and Bylaws, as well asindependent auditors that do not require specific approval by the articles of association and bylawsAudit Committee will be submitted to the chair of the Bank. Compensation Policiescommittee in order to determine whether such services are included within the list of services that have been pre-approved by the committee.Practicesnon-audit fees that we have paid to Grant Thornton LLP for 2018 and Risk Management We do2017 for purposes of considering whether such fees are compatible with maintaining the independence of Grant Thornton LLP, and concluded that such fees did not believeimpair Grant Thornton LLP’s independence. The policy of the Audit Committee is to pre-approve all audit and non-audit services performed by our independent auditors before the services are performed, including all of the services, if any, risks arise from our compensationdescribed under “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees” in the footnotes to the table below. The Audit Committee pre-approved all of the services provided by Grant Thornton LLP and all of the fees described below in accordance with the policies and practicesprocedures described below. 2018 2017 $ 677,313 $ 823,136 Audit-Related fees — — Tax Fees — — All Other Fees — — Total fees $ 677,313 $ 823,136 executive officersquarterly reports filed on Form 10-Q, the audit of our consolidated financial statements and the preparation of financial statements in accordance with PCAOB standards, audit of internal controls to meet the reporting requirements of Section 112 of the Federal Deposit Insurance Corporation Act, registration statements and other employees that are reasonably likely to have a material adverse effect on our operations, results of operations or financial condition.SEC filings. Some of our officers, directors and principal shareholders and their affiliates are customers of the Bank. Such officers, directors and principal shareholders and their affiliates have had transactions in the ordinary course of business with the Bank, including borrowings, all of which were effected on substantially the same terms and conditions, including interest rate and collateral, as those prevailing from time to time for comparable transactions with unaffiliated persons and did not involve more than the normal risk of collectability or other unfavorable features. We expect to continue to have such transactions on similar terms and conditions with such officers, directors and shareholders and their affiliates in the future.above-described relationships, transactions and the director and executive officer compensation arrangements discussed above under "Executive“Executive Compensation, and Other Matters,"” the following is a description of transactions since January 1, 2015,2018, 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%5% of our capital stock, or their immediate family members or entities affiliated with them, had or will have a direct or indirect material interest. We believe the terms and conditions set forth in such agreements are reasonable and customary for transactions of this type. 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 in the ordinary course of business. These transactions including deposits, loans, mortgages and other financial services transactions, all of which were effected on substantially the same terms and conditions, including interest rate and collateral (where applicable), as those prevailing from time to time for so long as SunTx holds at least 4.9%comparable transactions with unaffiliated persons and did not involve more than the normal risk of our issued andcollectability or other unfavorable features. 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, indemnificationofficers, directors and reimbursement rightsprincipal shareholders, as the otherwell as their immediate family members of our board of directors. In addition, SunTx also has the right to appoint a non-voting observer to attend our board meetingsand affiliates, and those of the Bank.Bank, and we had approximately $15.7 million in unfunded loan commitments to these persons. As of April 19, 2019, no related person loans were categorized as nonaccrual, past due, restructured or potential problem loans. We also granted SunTx informationexpect to continue to enter into similar transactions in the ordinary course of business on similar terms and access rightsconditions with respect to our business. Michael D. Ilagan currently serves as the SunTx representative on our board ofofficers, directors and principal shareholders, as well as their immediate families and affiliates, in the board of directors of the Bank. In connection with the investment, we also made certain representations and warranties and covenants and agreed to provide indemnification rights to SunTx in connection with such representations and warranties.Parkway, Ltd.Parties together with SunTx are referred to as the “Holders”). Under this agreement,the Registration Rights Agreement, each of these holdersthe 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 holdersEach of SunTx and the WCM Parties may each request a total of two such registrations on Form S-1 and only one during any six-month period. The Holders have unlimited rights to demand registration on Form S-3, with a limit of only one such registration during any three-month period. In addition, if we propose to register securities under the Securities Act, then the holders who are party to the agreementHolders will have "piggy-back"“piggy-back” rights to request that we register theirthe shares of our common stock that they hold, 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 holdersthe 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.commissions. We have agreed to indemnify these holdersthe Holders against certain liabilities, including liabilities under the Securities Act, in connection with any registration effectedagreement. Registration Rights Agreement.Reserve'sReserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors and principal shareholders).the Companyour company and, if necessary, the Company haswe have developed an appropriate plan to manage any conflicts of interest. A “related person transaction” is a transaction between us and a director, executive officer or 5% or more shareholder, any of their respective immediate family members or a company or other entity in which any of these persons have a direct or indirect material interest. Such transactions may include financial transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships. Pursuant to the Related Person Transactions Policy, all related person transactions must be reviewed and approved by the Audit Committee before such transaction is entered into, or, in the event of an inadvertent failure to bring the transaction to the Audit Committee for preapproval, ratified by the committee. In deciding whether to approve or ratify a related person transaction, the Audit Committee considers the benefits of the transaction to the Company, the impact on a director’s independence if a director or a director’s family member or affiliate is involved, the availability of comparable sources for products and services, the terms of the transaction and terms available to third parties for similar transactions.BENEFICIALTHE COMPANY'S COMMON STOCK BY MANAGEMENT AND
PRINCIPAL SHAREHOLDERS OF THE COMPANYsets forth certainpresents information regarding the beneficial ownership of the Company'sour common stock, as of March 23, 2016,25, 2019, by (1) directors and(i) each nominee for election as a director, (ii) each named executive officers of the Company, (2)officer, (iii) each person who is known by the Companyus to own beneficially 5% or more of the Company'sour common stock and (3)(iv) all directors and executive officersexecutives as a group. Unless otherwise indicated, based on information furnished by such shareholders, our 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) 211,841 2.0 % 201,092 1.9 25,662 * 99,895 * 113,136 1.1 38,918 * — * 25,410 * 37,838 * 162,902 1.5 990,810 9.1 1,572,370 14.7 900,462 8.4 553,672 5.2 *Indicates ownership that does not exceed 1%.(1)Except as otherwise indicated, the addressinvestment powers 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 (13), (14) and (15), respectively.(2)Beneficial ownership does not include certain officers' restricted shares rights granted pursuant to our 2010 Equity Incentive plan and 2014 Omnibus plan that have not vested.(3)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 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) 6,696 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 and (iv) stock options to purchase 129,260 shares of our common stock.(5)Includes (i) 31,350 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 16,793 shares of our common stock.(6)Includes (i) 21,869 shares held in Mr. Kesler's name and (ii) stock options to purchase 3,793 shares of our common stock.(7)Includes (i) 1,088 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) options to purchase 2,000 shares, (vii) 330 restricted stock units that will vest within 60 days of the record date, and (viii) a warrant to purchase 10,000 shares of common stock presently exercisable, issuedshown as beneficially owned by them, subject to community property laws where applicable. The table below calculates the percentage of beneficial ownership based on 54,352,704 shares of common stock outstanding as of March 25, 2019. Number of Shares
Beneficially Owned
Beneficially
Owned2Directors, Nominees and Named Executive Officers: 281,554 * 106,676 * William D. Ellis 195,403 * 5,870 * 70,477 * 30,471 * 719,326 1.3% 4,908 * 51,309 * 61,122 * 78,935 * 49,168 * 38,077 * 134,541 * Directors and executive officers of the Company as a group (20 persons) 2,131,147 Principal Shareholders: 5% Security Holders: 3,449,209 6.4% 3,164,655 5.8% 1 Except as otherwise indicated, the address for each of the following is 8214 Westchester Drive, Suite 800, Dallas, Texas 75225. 2 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 or exercisable within 60 days of March 25, 2019. The ownership percentage of all executive officers and directors, as a group, assumes that all 20 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 of March 25, 2019. 3 Includes (i) 94,277 shares held in Mr. Holland’s name, (ii) 10,000 shares held by Pershing LLC IRA for his benefit, (iii) 3,250 shares held by The Holland III FLP, and (iv) stock options to purchase 174,027 shares of Veritex common stock. 4 Includes (i) 6,262 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) 1,437 RSUs that will vest within 60 days of the record date, (vii) options to purchase 2,500 shares of our common stock, 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. 5 Includes (i) 2,000 shares held in Mr. Fleming's name, (ii) 875 shares held by Mr. Fleming together with certain entities of SunTx Veritex Holdings, LP, a Delaware limited partnership (the “Fund”), as described herein. Mr. Fleming serves as director of SunTx Capital II Management Corp. (the “Fund GP Corp”), which acts as the general partner of SunTx Capital Partners II GP, LP (the “Fund GP”), the general partner of the Fund, and entity controlled byindirect pecuniary interest in these shares. Solely as a result of his ownership interest in the Fund, including through the Fund GP Corp, Mr. Bolin.(8)Includes (i) 83,001Fleming may be deemed to have an indirect pecuniary interest in these 875 shares held in(i.e. no direct pecuniary interest). Mr. Bozman's name, (ii) 27,305Fleming has the sole right to vote and dispose of these shares held by Bozman DFS Partnership,him individually. Mr. Fleming disclaims beneficial ownership of these securities, except to the extent of Mr. Fleming’s pecuniary interest in the securities, (iii) 330 restricted stock units1,495 RSUs that will vest within 60 days of the record date and (iv) options to purchase 2,5001,500 shares of our common stock.(9)Includes (i) 88 shares held in Mr. Griege's name, (ii) 36,000 shares held jointlyowned by Mr. Griege and his spouse, (iii) 330 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 (i) 24,080 shares held individually by Mr. Kowalski, (ii) 330 restricted stock units that will vest within 60 days of the record date, and (iii) options to purchase 1,000 shares of our common stock.(11)Includes (i) 35,008 shares held individually by Mr. Sughrue, (ii) 330 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.(12)Includes (i) 94,542 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) 330 restricted stock units that will vest within 60 days of the record date, and (v) options to purchase 2,500 shares.(13)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, reporting beneficial ownership as of December 31, 2014, each claiming shared voting and dispositive power with respect to the reported shares.Fleming's spouse. The business address of each of the reporting personsentities and Mr. Fleming is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.(14)Based on a Schedule 13G/A filed with the SEC on February 11, 2016 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.(15)Based on a Schedule 13G filed with the SEC on February 29, 2016 by or on behalf of each of Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, Bridge Equities III LLC, Bridge Equities VIII LLC, Bridge Equities IX LLC, Bridge Equities X LLC, FJ Capital Management LLC, Martin S. Friedman, SunBridge Manager LLC, SunBridge Holdings LLC and Realty Investment Company Inc., reporting as a group. Consists of 533,672 shares over which FJ Capital Management LLC and Mr. Friedman each claim shared voting power, of which 221,497 shares of common stock held by Financial Opportunity Fund LLC and6 Includes (i) 30,262 shares held in Mr. Griege’s name, (ii) 36,000 shares held jointly by Mr. Griege and his spouse, (iii) 1,715 RSUs that will vest within 60 days of the record date, and (iv) options to purchase 2,500 shares of our common stock. 7 Includes (i) 19,681 shares held in Mr. Lerner’s name, (ii) options to purchase 9,280 shares of our common stock and (iii) 1,510 RSUs that will vest within 60 days of the record date. 8 Includes (i) 445,270 shares held in Mr. Mehos’s name, (ii) options to purchase 272,575 shares of our common stock and (iii) 1,481 RSUs that will vest within 60 days of the record date. 9 Includes (i) 3,500 shares held in Mr. Morrison’s name and (ii) 1,408 RSUs that will vest within 60 days of the record date. 10 Includes (i) 40,637 shares held individually by Mr. Sughrue, (ii) 7,208 share held by Mr. Sughrue’s spouse, (iii) 55 shares held by Mr. Sughrue’s son, (iv) 1,510 RSUs that will vest within 60 days of the record date and (v) options to purchase 2,500 shares of our common stock. 11 Includes (i) 20,062 shares held in Ms. Skelly’s name and (ii) stock options to purchase 41,060 shares of our common stock. 12 Includes (i) 36,428 shares held in Mr. Kesler’s name, (ii) 10,000 shares held by Charles Schwab IRA for his benefit and (iii) stock options to purchase 32,507 shares of our common stock. 13 Includes (i) 13,713 shares held individually by Ms. Renfro and (ii) options to purchase 35,455 shares of our common stock. 14 Includes (i) 17,540 shares held in Mr. Riebe’s name and (ii) stock options to purchase 20,537 shares of our common stock. 15 Includes (i) 37,282 shares held in Mr. Murphy’s name and (ii) 97,259 shares held by William C. Murphy Pension & Profit Sharing Plan & Trust, over which Mr. Murphy has voting and dispositive control. 16 Based solely on information reported on a Schedule 13G/A filed with the SEC on January 31, 2019 by or on behalf of BlackRock, Inc. The address of BlackRock, Inc. is 55 East 52nd Street, New York, New York 10055. 17 Based solely on information reported on a Schedule 13G filed with the SEC on January 10, 2019 by or on behalf of each of Pine Brook Capital Partners, L.P., Pine Brook Road Associates, L.P., Pine Brook Road Advisors, L.P., PBRA, LLC and Howard H. Newman, reporting as a group. Consists of 3,164,655 shares over which Pine Brook Road Associates, L.P., Pine Brook Road Advisors, L.P., PBRA, LLC and Howard H. Newman each claim shared voting power, of which (i) 2,539,081 shares are held for the account of Pine Brook Capital Partners, L.P., (ii) 448,249 shares are held for the account of Pine Brook Capital Partners (SSP), L.P., and (iii) 177,325 shares are held for the account of Green PB-4, LLC. Pine Brook Capital Partners (Cayman), L.P. serves as the sole member of Green PB-4, LLC. Pine Brook Road Associates, L.P. serves as general partner to each of Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP), L.P. and Pine Brook Capital Partners (Cayman), L.P. Pine Brook Road Advisors, L.P. serves as investment manager to each of Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP), L.P. and Pine Brook Capital Partners (Cayman), L.P. PBRA, LLC serves as general partner of each of Pine Brook Road Associates, L.P. and Pine Brook Road Advisors, L.P. Mr. Newman is the sole member of PBRA, LLC. In such capacities, Pine Brook Road Associates, L.P., Pine Brook Road Advisors, L.P., PBRA, LLC and Mr. Newman may be deemed to beneficially own the shares held for the accounts of Pine Brook Capital Partners, L.P., Pine Brook Capital Partners (SSP), L.P. and Green PB-4, LLC. The address of each of Pine Brook Capital Partners, L.P., Pine Brook Road Associates, L.P., Pine Brook Road Advisors, L.P., PBRA, LLC and Howard H. Newman is c/o Pine Brook Road Partners, LLC, 60 East 42nd Street, 50th Floor, New York, New York 10165. 5,238 shares of common stock held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, 144,092 shares of common stock held by Bridge Equities III LLC, 28,990 shares of common stock held by Bridge Equities VIII LLC, 43,613 shares of common stock held by Bridge Equities IX LLC, and 70,380 shares of common stock held by Bridge Equities X LLC, of which FJ Capital Management LLC is the sub-investment advisor, and 39,862 shares of common stock held by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC. Consists of 266,597 shares over which FJ Capital Management LLC and Mr. Friedman each claim shared dispositive power, of which 221,497 shares of common stock held by Financial Opportunity Fund LLC and 5,238 shares of common stock held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital Management LLC is the managing member, and 39,862 shares owned by a managed account that FJ Capital Management manages. Mr. Friedman is the managing member of FJ Capital Management LLC. The address of Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC, FJ Capital Management LLC and Martin S. Friedman is 1313 Dolley Madison Blvd., Suite 306, McLean, Virginia 22101. The address of Bridge Equities III LLC, Bridge Equities VIII LLC, Bridge Equities IX LLC, Bridge Equities X LLC, SunBridge Manager LLC, SunBridge Holdings LLC and Realty Investment Company LLC is 8171 Maple Lawn Blvd, Suite 375, Fulton, Maryland 20759. SectionBeneficial Ownership Reporting ComplianceSecurities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors and executive officers and persons who own more than ten percent10% 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.transactiontransactions were reported, we believe that during the fiscal year ended December 31, 20152018, our officers, directors and greater than ten percent owners10% shareholders timely filed all reports they were required to file under Section 16(a); except for six of the Exchange Act other than in the following instances:executive officers, Malcolm Holland, William Murphy, Jeff Kesler, Noreen Skelly, Angela Harper and LaVonda Renfro, who eachcommon stock to the Kowalski Living Trust (constituting 10,000 shares) that occurred in 2017. The Form 5 was filed late oneon March 27, 2018.relating to report one transaction involving a purchase of 6,912 shares of our common stock by Mr. Sughrue’s spouse into such spouse’s IRA account on March 20, 2014. The Form 4 was filed on April 2, 2018.employee stock options.
PROPOSALS FOR 20172020 ANNUAL MEETING20172020 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 800, Dallas, Texas 75225, Attn: Corporate Secretary, no later than December 3, 2016.120 calendar days before the one-year anniversary of the date this proxy statement is released to shareholders. Any such proposal must comply with the requirements of Rule 14a-8.boardBoard does not intend to bring any other matter before the annual meetingAnnual Meeting and does not know of any other matters that are to be presented for action at the annual meeting.Annual Meeting. However, if any other matter does properly come before the annual meetingAnnual Meeting or any adjournment or postponement thereof, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. Vote by Internet - QUICK EASY IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signedAPPENDIX Areturned your proxy card. Votes submitted electronically over the Internet must be received by 6:00 p.m., Central Time, on May 11, 2016.Restated OMNIBUS INCENTIVE PLANINTERNET/MOBILE – www.cstproxyvote.com Usehas two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, employees, directors and service providers; and (ii) to increase shareholder value. This Plan will provide participants incentives to increase shareholder value by offering the Internetopportunity to vote your proxy. Have your proxy card available when you accessacquire shares of the above website. FollowCompany’s common stock, or receive monetary payments, on the promptspotentially favorable terms that this Plan provides. In addition, the Plan is intended to vote your shares. MAIL – Mark, signadvance the Company’s growth and date your proxy cardsuccess and return itto advance its interests by attracting and retaining well-qualified Non-Employee Directors upon whose judgment the Company is largely dependent for the successful conduct of its operations and by providing such individuals with incentives to put forth maximum efforts for the long-term success of the Company’s business.postage-paid envelope provided FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY Please mark your votes like this 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. 2. To ratifyeffective control of the Company which occurs on the date that a majority of members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of Grant Thornton LLPthis clause, if any person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same person will not be considered a Change in Control;independent registered public accounting firmCommittee determines in good faith to be reasonable and in compliance with Code Section 409A.year ending December 31, 2016 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” FOR AGAINST ABSTAIN 1. Electionpurchase or exercise price relating to an Award, or to satisfy tax withholding obligations, shall again be available for grant under the Plan.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 FOR all Nominees listeda recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, disposition, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall (as deemed appropriate) adjust (i) the number and type of Shares subject to, or that may become subject to, outstanding Awards; (ii) the purchase price or exercise price with respect to the left WITHHOLD AUTHORITYAward; or (iii) any other limitations contained within the Plan. Notwithstanding the foregoing, the Committee shall not make any adjustments to outstanding Options or Stock Appreciation Rights that would constitute a modification, extension, or substitution of such rights under Treas. Reg. Section 1.409A-1(b)(5)(v) that would be treated as the grant of a new stock right or change in the form of payment for purposes of Code Section 409A.(exceptthe Shares underlying such Option.markedspecified in the applicable grant agreement.nominees listedpurposes, the date on which the Committee makes the determination granting such Award, or such other later date as is determined by the Committee. Notice of the determination will be provided to each Participant within a reasonable period of time after the date of such grant.left) THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, AND 2. (Instruction:extent necessary and desirable to comply with Applicable Law.withhold authoritythe extent it has not been previously exercised, an Award will terminate immediately prior to vote for any individual nominee, strikethe consummation of such proposed action.line throughmerger or Change in Control, each outstanding Award will be treated as the Committee determines, including, without limitation, that nominee’s nameeach Award be assumed, cancelled or an equivalent option or right substituted by the successor corporation or a parent or Subsidiary of the successor corporation. The Committee will not be required to treat all Awards similarly in the list above) COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature Signature, if held jointly Date , 2016. Note: Please sign exactlytransaction.name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian,set forth in an Award agreement, in the event that the successor corporation does not assume or corporate officer, please give title as such. X PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY.
Important Notice Regarding the Availability of Proxy Materialssubstitute for the Annual Meeting of StockholdersAward, the Participant will fully vest in and have the right to be held May, 12, 2016 The proxy statement and our 2015 Annual Report to Stockholders are available at http://www.veritexbank.com/proxymaterials FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS Veritex Holdings, Inc. 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,exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all Performance Goals or other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions met. In addition, if an Option or Stock Appreciation Right is not assumed or substituted in the sharesevent of a Change in Control, the Committee will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be exercisable for a period of time determined by the Committee in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.Veritex Holdings, Inc. held of recordthe transaction (and if the holders were offered a choice consideration, the type consideration chosen by the undersigned atholders of a majority of outstanding Shares); provided; however, that if such consideration received in the closeChange in Control is not solely common stock of business on March 23, 2016 at the Annual Meetingsuccessor corporation or its parent, the Committee may, with the consent of Stockholders of Veritex Holdings, Inc.the successor corporation, provide for the consideration to be held on May 12, 2016,received upon the exercise of an Option 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, andStock Appreciation Right or upon the payout of a Restricted Stock Unit or performance-based Award, for each Share subject to such Award, to be marked, datedsolely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of common stock in the Change in Control.signed, onsale of any Shares hereunder, will relieve the other side)Company of any liability in respect of the failure to issue or sell such Shares as to which requisite authority will not have been obtained.
