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election as directors: 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 com
April 7, 2016Dear Fellow Shareholder: On behalf of our Board of Directors, I invite you to attend the 2016 Annual Meeting of Shareholders to be held at 400, Dallas, Texas, on Thursday, May 12, 2016, at 5:00 p.m., Central Time. The purposes of the meeting are set forth in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement. In addition to these matters, we will review our operating results for 2015 and plans for the year ahead.Whether or not you plan to attend the meeting, it is important that your shares be represented. Please take a moment to complete, date, sign and return the enclosed proxy card as soon as possible, or use Internet voting according to the instructions on the proxy card. You may also attend and vote in person at the meeting. We appreciate your continued support of our company and look forward to seeing you at the 2016 Annual Meeting.Sincerely,C. Malcolm Holland, IIIChairman of the Board and Chief Executive Officer
Veritex Holdings, Inc.8214 Westchester Drive, Suite 400
Dallas, Texas 75225Toshareholders of Veritex Holdings, Inc.: The 20162023 annual meeting of shareholders (the "annual meeting"“Annual Meeting”) of Veritex Holdings, Inc. (the "Company"“Company”) will be held as follows:DATE AND TIME: Thursday, May 18, 2023, at 2:00 p.m., Central Time LOCATION: 8214 Westchester Drive, Suite 735
Dallas, Texas 75225ITEMS OF BUSINESS: RECORD DATE: Only shareholders of record of Company common stock at the close of business on April 5, 2023 are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. By Order of the Board of Directors, 
12, 2016,18, 2023, at 5:2:00 p.m., CentralCentral Time, at Veritex's corporate headquarters at 8214 Westchester Drive, Suite 400,735, Dallas, Texas 75225 and any adjournment or postponement thereof (the “Annual Meeting”) for the following purposes:1.elect nine directorsparticipate in the Annual Meeting, we urge you to servesubmit your proxy in advance to ensure your shares are represented.boardfollowing proposals:Company untilCompany;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 ratifycompensation of the Company’s named executive officers ("NEOs");2016; and3.to2023.suchany other business asthat may properly come before the annual meetingAnnual Meeting or any adjournment or postponement thereof. 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.By Order of the Board of Directors,C. Malcolm Holland, IIIChairman of the Board and Chief Executive OfficerDallas, TexasApril 7, 2016Important 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.PROXY STATEMENT1ABOUT THE ANNUAL MEETING2When and where will the annual meeting be held?2What is the purpose of the annual meeting?2Who are the nominees for directors?2Who is entitled to vote at the annual meeting?2How do I vote?2What is the difference between a shareholder of record and a "street name" holder?3What are the voting rights of the shareholders?3What is a broker non-vote?3What is "householding" and how does it affect me?3What should I do if I receive more than one set of voting materials?4What are the board's recommendations on how I should vote my shares?4How will my shares be voted if I return a signed and dated proxy card, but don't specify how my shares will be voted?4What are my choices when voting?4May I change my vote after I have submitted my proxy card?5What percentage of the vote is required to approve each proposal?5How are broker non-votes and abstentions treated?5What are the solicitation expenses and who pays the cost of this proxy solicitation?5Are there any other matters to be acted upon at the annual meeting?6Where can I find voting results?6How can I communicate with the board of directors?6PROPOSAL 1. ELECTION OF DIRECTORS7Number of Directors; Term of Office7Nominees for Election7Agreements Pursuant to which Certain Directors were Selected and Nominated9Shareholder Approval9BOARD AND COMMITTEE MATTERS10Board of Director Meetings10Director Independence10Board Leadership Structure10Risk Management and Oversight10Board Committees11Audit Committee11Independent Auditors12Fees Paid to Independent Registered Public Accounting Firm12Audit Committee Pre-Approval Policy13Report of the Audit Committee13PROPOSAL 2. RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM14Compensation Committee14Compensation Committee Interlocks and Insider Participation15Corporate Governance and Nominating Committee15Code of Business Conduct and Ethics15Corporate Governance Guidelines16Hedging and Pledging Policy16CURRENT EXECUTIVE OFFICERS17EXECUTIVE COMPENSATION AND OTHER MATTERS19Summary Compensation Table19Narrative Discussion of Summary Compensation Table20Employment Agreements with Named Executive Officers21Outstanding Equity Awards at Fiscal Year End212010 Equity Incentive Plan222014 Omnibus Incentive Plan22Awards to Named Executive Officers22Cancellation of Performance-based Options23Potential Payments upon Termination or Change in Control23Director Compensation24Compensation Policies and Practices and the Company's Risk Management24CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS25General25Agreements with SunTx Veritex Holdings, L.P. 25Registration Rights Agreement25Review and Approval of Transactions with Related Persons26BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK BY MANAGEMENT AND PRINCIPAL SHAREHOLDERS OF THE COMPANY27Section 16(a) Beneficial Ownership Reporting Compliance29DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS FOR 2017 ANNUAL MEETING29OTHER MATTERS29iiVERITEX HOLDINGS, INC.8124 Westchester Drive, Suite 400Dallas, Texas 75225PROXY 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.ninethirteen persons have been nominated for reelection:William C. MurphyMichaelIlaganMichael Kowalski
Lernerannual meeting?the Company's outstanding common stock at the close of business on March 23, 2016,April 5, 2023, which is the date that the Company's boardBoard has fixed as the record date for the annual meetingAnnual Meeting (the "record date"“record date”), are entitled to vote at the annual meeting.either in person at the annual meetingAnnual Meeting or by proxy. The process for voting your shares depends on how your shares are held, as described below. holder on the record date for the annual meeting,Annual Meeting, you may vote by proxy or you may attend the annual meetingAnnual Meeting and vote in person. If you are a shareholder of record holder and want to vote your shares by proxy, you have two ways to vote:indicateannual meeting; orAnnual Meeting.go toOver the Internet: Visit the websitewww.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. The Company must receive
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.
card provided to you by your bank, broker or other nominee.
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.
What are the voting rights of the shareholders?
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 oran
LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
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
TableProposal 3—Ratification of Contents
the appointment of Grant Thornton LLP as our independent registered public accounting firm—You may vote for the proposal, vote against the proposal or abstain from voting on the proposal. a proxy? proxy unless you vote again in person at the Annual Meeting in person. Are there any other matters to be acted upon at the Annual Meeting? 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. Board and 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) the company and his community involvement and leadership skills qualify him to serve on our other companies. Board. T. Sughrue. director and lead independent chair of each Board committee; responsible for The Board also has an IT Steering Committee, which is discussed above. 2022. Audit fees(1) Audit-related fees(2) Tax fees(3) All other fees(4) Total fees i Compensation Committee Interlocks and Insider Participation 2022. ” communities the Bank serves. Our Corporate Governance and Nominating Committee 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 at Name Board. Texas. 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 2022 Retention Awards, the value of the 2022 award grants were targeted to market median levels and split with 50% of the value being granted in time-based RSUs and 50% of the value being granted in PSUs. The 2022 Retention Awards consisted entirely of time-based RSUs. Unlike our regular long-term incentive awards, the 2022 Retention Awards do not vest when an executive reaches normal retirement age but have a vesting period tied to the succession plan for each of the two executives. Outstanding Equity Awards at Fiscal Year-End table below. C. Malcolm Holland, III William C. Murphy Jeff Kesler vesting date. Pat S. Bolin Blake Bozman Mark Griege Michael D. Ilagan(1) Michael Kowalski John Sughrue Ray W. Washburne Review and Approval of Transactions with Related Persons 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) my proxy card?is a holder of record, he or sheyou may change his or heryour vote before the deadline of 6:00 p.m., Central Time, on May 11, 2016 by:the Company prior to the annual meetingus a written notice of revocation addressed to:to Veritex Holdings, Inc., 8214 Westchester Drive, Suite 400,800, Dallas, Texas 75225, Attn: Corporate Secretary;prior to suchno later than the time that the proxy cardpolls close for any such holder of common stock must be received,voting at the Annual Meeting, and any earlier proxy will be revoked automatically;logging ontoonin your proxy card in the same manner you would to submit your proxy electronically and following the instructions indicated on the proxy card;card before the Internet voting deadline of 10:59 p.m., Central time, on May 17, 2023; orannual meetingAnnual Meeting and voting in person and any earlier proxy will be revoked. However, simply attending the annual meeting without votingAnnual Meeting in person will not automatically revoke your proxy."street name"“street name” and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in "street name"“street name” in order to direct a change in the manner your shares will be voted. 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).boardBoard is asking for your proxy, and we will pay all of the costs of soliciting shareholder proxies. In addition to the solicitation of proxies via mail, our officers, directors and employees may solicit proxies personally or through other means of communication, such as e-mail, without being paid additional compensation for suchThe CompanyWe will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenseexpenses in forwarding the proxy materials to beneficial owners of the Company'sour common stock.annual meeting?annual meetingAnnual Meeting for a vote other than the matters set forth in the notice of the Annual Meeting, and management has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter properly presented at the annual meeting.Annual Meeting. If other matters requiring a vote of the shareholders properly come before the annual meeting,Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters. The Companycurrent reportCurrent Report on Form 8-K, which we will be filedfile with the SECSecurities and Exchange Commission (the “SEC”) within four business days following the annual meeting.board of directors?board,Board, shareholders should submit their comments by sending written correspondence via mail or courier to Veritex Holdings, Inc., 8214 Westchester Drive, Suite 400,800, Dallas, Texas 75225, Attn: Corporate Secretary;Investor Relations; or via email at scaudle@veritexbank.com.e-mail to investorrelations@veritexbank.com. Shareholder communications will be sent directly to the specific director or directors of the Company indicated in the communication or to all members of the boardBoard if not specified.Bylaws currentlybylaws provide for a boardthat the number of directors consistingthat constitutes the entire Board shall be determined from time to time by resolution adopted by a majority of the Board and shall not fewerbe less than seven nor more than nine individuals. three. Each director shall hold office for the term for which such director is elected, and until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal.boardBoard has nominated ninethirteen nominees to be elected at this annual meeting.elected,elected, all nominees will serve for a term commencing on the date of the annual meetingAnnual Meeting and continuing until the 20172024 annual meeting of shareholders or until each person'sperson’s successor is duly elected and qualified. Each nominee has agreed to serve if elected. IfWe do not anticipate that any named nominee iswill be unable or unwilling to serve, proxies willstand for election, but if that occurs, your proxy vote may be voted for another person nominated by the remaining named nominees.Board or the Board may reduce the number of directors to be elected. 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, together with a list of the Company: 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
committee on which each director currently serves:(1)Committees Name of Nominee Age Compensation Audit Corporate Governance and Nominating Risk C. Malcolm Holland, III 63 2009 Arcilia Acosta 56 2021 ü ü Pat S. Bolin 72 2011 ü April Box 59 2017 ü ü Blake Bozman 52 2009 C William D. Ellis 60 2019 ü William E. Fallon 69 2020 ü C 64 2009 ü ü Gordon Huddleston 40 2017 ü Steven D. Lerner 69 2019 C 68 2019 ü Gregory B. Morrison 63 2017 ü C John T. Sughrue 62 2009 ü ü AuditC - Committee(2)Member, Compensation Committee(3)Member, Corporate Governance and Nominating Committeethe 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 of Directors, Chief Executive Officer and President of the Bank since its inception in 2010. Mr. Holland began his career in 1982 as a credit analyst and commercial lender at First City Bank. In 1984, Mr. Holland joined Capital Bank as a vice president of commercial lending. From 1985Prior 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, andfounding Veritex, Mr. Holland served asin various analyst, lending and executive vice president and head of commercial lending for Fidelity Bank ofmanagement positions at banking institutions located 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 2018. 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., a publicly traded company engaged in acquiring and actively managing companies. 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 bankingHolland'sHolland’s extensive business and banking experience,Table in-depth knowledge of ContentsboardBoard and as its Chairman. William C. Murphy. William C. Murphy has served as the Vice Chairman of both the Company and the Bank since 2011 and actively participatesthe 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 wasFebruary 2021. Ms. Acosta is the President and Chief Executive Officer of Mercantile BankCARCON Industries & Trust,Construction, a private company, specializing in commercial, institutional, and from 1999 to 2000, he served as a consultant fortransportation construction, and is also 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 and controlling principal of Fidelity Bank of Dallas,STL Engineers, a private company engaged in providing engineering 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. Murphyconstruction services. Ms. Acosta serves on the boardsboard of Eagledirectors of the Communities Foundation of Texas, is Co-Chairman of the Texas Institute for Women in Leadership, and Chairman-Elect of the Dallas Citizens Council. She is also currently on the board of directors of Vistra Corp., a public company engaged in retail and electric power generation, and Magnolia Oil & Gas, Co., a private independentpublic company engaged in oil and gas exploration and development. Ms. Acosta previously served on the national advisory Board of BBVA Compass Bank, a global financial services company, and Foundation One Insurance Services. Mr. Murphythe Texas Tech National Alumni Association. Prior board service includes six years on the board of Legacy Texas Financial Group, Inc., a bank that is now part of Prosperity Bank, and ten years on the board of Energy Future Holdings Corporation, a public company formerly engaged in electric transmission, distribution, generation and retail operations. Ms. Acosta received a Bachelor of Business Administration in accountingArts from Texas Tech University, Board Director Certification from Southern Methodist University in 1971Southwest School of Banking and is a Mastersgraduate of the Harvard University of Business Administration from Southern Methodist University in 1973. With over 40 yearsSchool Corporate Governance Program. Ms. Acosta is well-qualified to serve as a director because of banking experience in the Dallas metropolitan area, Mr. Murphy's perspective, knowledgeher leadership skills and extensive community relationships qualify him to serve on our boardexperience as a director of financial service and as Vice Chairman.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 serveshas previously served on the boardboards of directors of Fidelity Bank, Wichita Falls, Texas and its holding company, FB Bancshares, Inc. Mr. Bolin has previously served on the boards of directors of, Mercantile Bank & Trust and Fidelity Bank of Dallas. Mr. Bolin also serves on the board of directors for Goodwill Industries and the executive board of the Southern Methodist University Cox School of Business and was recently appointed to the Second Century Campaign Steering Committee at Southern Methodist University.University Alumni Board. Mr. Bolin received a Bachelor of Arts in Psychology from Southern Methodist University in 1973. Mr. Bolin's diverse business and community banking experience along with his community involvement qualify him to serve on our board.boardBoard since September 2009.2020. He also served on our Board from 2009 to 2018 and as a Board advisor during 2019. Mr. Bozman is a Managing Director of Freedom Truck Finance, a secondaryprivate company truck finance company providing truck finance secondary lending services based in Dallas. Mr. Bozman also oversees the operationsoperations of Prattco International, Inc., a family-owned business specializing in real estate investments and purchasing oil and gas properties. From 1995 to 2006, Mr. Bozman was with Drive Financial Services, a consumer finance company focused on sub-prime auto finance, which he co-founded in 1995 and served as Executive Vice President of Sales and Originations. Mr. Bozman received a Bachelor of Arts in Marketing from Southern Methodist University in 1993. Mr. Bozman'sBozman’s business experience, particularly in the consumer financial services industry, qualifies him to serve on our board.has served onjoined our board since 2009. Mr. GriegeBoard in 2009, and currently serves as the Lead Independent Director of Veritex Holdings Inc, after previously serving as chair of the Compensation and Audit Committees. Mark is a Managing Partnerthe CEO and co-founder of Robertson, Griege & Thoele, a largeRGT Wealth Advisors, an independent wealth management firm based in Dallas whichthat serves the needs of high net worth individuals and family offices with approximately $5.8 billion under management. Mark brings over 35 years of investment and business experience to the Veritex Board, spending the bulk of his professional career in the wealth management profession with prior experience in the tax departments of a "Big Four" accounting firm and a regional law firm. Mark enjoys an active life in both the professional realm and the local community. He has previously served on the boards of Schwab Institutional, the Institute of Financial Planners, and the editorial advisory board of the Journal of Financial Planning. He is also active in the community, serving on the boards of several philanthropic foundations associated with the charitable efforts of his clients. In addition, he's an active member of Watermark Community Church and on the board of Dallas National Golf Club. Mark has been recognized by Worth Magazine and D Magazine as one of its "Best Financial Advisors" and he co-founded in 1985. Mr. Griegefrequently speaks on a variety of investment and financial planning topics. Mark received ahis Bachelor of Business Administration from Southern Methodist University in 1981, and a Jurishis Doctor of Jurisprudence from the University of Texas School of Law in 1985.significantbusiness experience and leadership skill qualify him to serve on our Board.Robertson, Griege & Thoele brings perspectivethe Audit Committee and knowledgeChairman of the Nominating and Corporate Governance Committee at Green and served as a director of Green Bank from 2006 to our board regarding2019. 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 1998. Before that, Mr. Lerner was a varietypartner of investments, businessesthe Houston law firm now known as Schlanger Silver, LLP. He is a member of the State Bar of Texas. Mr. Lerner received a Juris Doctor with honors from the University of Texas School of Law, where he was a member of the Texas Law Review. Mr. Lerner is also the Chairman of the Board of Directors of Reinvestment Zone 16, City of Houston and leadership,the Uptown Development Authority as well as a Director of Harris County Improvement District #1 (the Uptown District in Houston). Mr. Lerner'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, political and charitable communities, as well as his previous service with Green and Green Bank, qualifies him to serve on our board.Board.Contents Michael D. Ilagan. Michael D. Ilaganthe board of directors of Green Bank and served as Chairman and Chief Executive Officer of Green from its inception in 2004 through 2019. Green was acquired by the Company on January 1, 2019. Prior to founding Green in 2004, Mr. Mehos 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 his 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, his in-depth knowledge of Green (which is now part of the Company) and his previous experience serving as chairman of the board of directors of publicly-traded companies.2014.December 2018. Mr. IlaganMorrison is the former Senior Vice President and Corporate Chief Information Officer for Cox Enterprises, Inc., a Principalholding company for communications and automotive services companies, a role he held from February 2002 until his retirement in January 2020. Prior to his role at Cox, Mr. Morrison served as Executive Vice President and Chief Operating Officer of SunTx Capital Partners, which he joinedRealEstate.com, an online real estate company that is now part of Zillow, in 2006. From 19982000 and held various information and technology leadership roles at Prudential Financial, Inc., a global financial services company, from 1989 to 2005,2002. Mr. IlaganMorrison has extensive knowledge and expertise with large-scale business transformations and technology deployments. Mr. Morrison was an attorney at Skadden, Arps, Slate, Meagher, & Flom, LLP,named among the industry's top performing CIOs who have shown unparalleled leadership to drive innovation and from 1988 to 1991, he was a consultant at Bain & Company. Hetransformation in businesses. Mr. Morrison also serves on the board of directors of Carolina Beverage Group LLC and previously served on the board of directors of HuronRollins, Inc. and The Park Group Ltd.Veritiv Corp, roles he has held since 2021. Mr. Ilagan receivedMorrison was a Bachelor of Artscommissioned officer in Economicsthe US Army from the University of Chicago in 1988, a Masters of Business Administration from the University of Chicago in 1992, and a Juris Doctor from the Chicago-Kent College of Law in 1998.1982 to 1989. Mr. Ilagan's business experience and legal background qualifies him to serve on our board. Michael Kowalski. Michael Kowalski has served as a director of the Company 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. Mr. KowalskiMorrison received a Bachelor of Science in Mathematics and Physics from South Carolina State University, and a Master of Science in Industrial Engineering from Northwestern University.Carroll University in 1976 and has been a licensed Certified Public Accountant since 1979. Mr. Kowalski's financial expertise and 30 years of community banking experience provides our board with significant knowledge and insight regarding the business and operations of banks and qualifies him to serve on our board.Sughrue. JohnT. Sughrue has served as a director of the Company since 2009. Mr. Sughrue currently serves as the Chairman of FIG Enterprises, Inc., the parent company of the Fashion Industry Gallery, a boutique wholesale venue for the fashion retail trade. Mr. Sughrue also serves as a Director and Chief Executive Officer of 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 Masters of Business Administration from the Amos Tuck School of Business at Dartmouth College in 1988. Mr. Sughrue's significant business experience and community involvement qualifies him to serve on our 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.DIRECTORSTableDuring 2022, each of Contents
our non-employee directors received a cash retainer of $25,000 for his or her service as a director of the Company. In addition, the chair of the Audit Committee, the chair of the Compensation Committee, the chair of the Corporate Governance and Nominating Committee and the chair of the Risk Committee, each received an additional cash retainer of $15,000, $12,500, $12,500, and $12,500, respectively, for their service in those roles. Each director serving on any committee of the Board received an additional cash retainer of $3,750 for his or her service on a committee. Any director who was also an employee did not receive any fees or other compensation for their service as a director of the Company.Name Total ($) Arcilia Acosta 60,000 75,000 135,000 — 133,750 133,750 April Box 60,000 75,000 135,000 — 142,500 142,500 — 131,250 131,250 William E. Fallon 71,250 75,000 146,250 — 192,500 192,500 C. Malcolm Holland, III — — — — 133,750 133,750 Steven D. Lerner 67,500 75,000 142,500 Manuel J. Mehos 62,500 75,000 137,500 — 143,750 143,750 — 137,500 137,500 boardBoard met 13 times12 times during the 20152022 fiscal year (including regularly scheduled and special meetings). During the 2022 fiscal year, 2015, each director with the exception of Ray W. Washburne, participated in at least 75% or more of the aggregate of (i) the total number of meetings of the boardBoard (held during the period for which he or she was a director) and (ii)each director participated in 75% or more of 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). In addition to Board and committee meetings, our directors also engaged in less formal communications between meetings, including discussions, briefings and communications regarding key issues, with our Chairman, lead independent director, committee chairs and members of senior management.annual meetingAnnual Meeting attend the annual meeting in person. Four of our directors attended the 2015 annual meeting of shareholders.Annual Meeting. We anticipate all but one of our nominees for election will attend the upcoming annual meeting.rulesapplicable listing standards of the Nasdaq Stock Market, LLC (“Nasdaq”), a majority of the members of our board of directorsBoard are required to be independent. The rulesA director is independent for purposes of the Nasdaq Stock Market,listing standards if such director does not have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, The Nasdaq listing standards, as well as thosethe rules of the SEC, also impose several other requirements with respect to the independence of our directors. Our boarduponon these standards and rules. Applying these standards and rules, the Corporate Governance and Nominating Committee and 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 legal standards and rules. In making these determinations, our board consideredTo assess independence, the Corporate Governance and Nominating Committee was provided with information about relationships between the independent directors (and their immediate family members and affiliated entities) and Company and its affiliates. Among other things, the Board reviewed the following:the Companyus and all other facts and circumstances, including that two of our boarddirectors, William D. Ellis and Manual J. Mehos, are former executives of Green, which was acquired by the Company on January 1, 2019.thenominee, and any other 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. Our boarddirectorsChairman and Chief Executive Officer, but does not have a policy regardingrequiring the separation of the roles of Chief Executive Officer and Chairman of the Board.Our Board as the 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, the identity of the Chief Executive Officer and the membership of our Board, including the board. The boardability to identify and appoint a strong and capable lead independent director.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, coupled with oversight from our strong lead independent director, experienced chairs of our Board committees, and our other well-qualified directors, all of whom are independent, 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 betweenthe Board the ability to leverage Mr. Holland's knowledge of the day-to-day business of the Company, enabling our organization and the board, enabling the boardBoard 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 combined role, coupled with the strong lead independent director, has enabled the Board to be responsive to challenges and opportunities as they continue to arise.doesmeeting agendas. The independent lead director chairs regularly scheduled executive sessions which are held without the Chairman being present.The independent directors remain confident in Mr. Griege’s abilities to discharge the duties of lead independent director.Mail: Telephone: 
Veritex Holdings, Inc.
8214 Westchester Drive, Suite 800
Dallas, TX 75225
Attn: Investor Relations1.972.349.6200 Board Diversity Matrix (As of April 5, 2023) Total Number of Directors 13 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 11 0 0 Part II: Demographic Background African American or Black 0 1 0 0 Alaskan Native or Native American 0 0 0 0 Asian 0 0 0 0 Hispanic or Latinx 1 0 0 0 Native Hawaiian or Pacific Islander 0 0 0 0 White 1 10 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 director.boardBoard is responsible for oversight of management and the business and affairs of the Company, including those relating to management of risk. Our full board determines the appropriate risk for us generally,Board 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 our governance program. The Risk Committee is responsible for overseeing the independenceCompany's overall risk framework, risk appetite and management's identification, measurement, monitoring and control/mitigation of our board of directors.key risks facing the Company. 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 and a Risk 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 KowalskiArcilia Acosta, Gordon Huddleston, Steven D. Lerner and John Sughrue,Gregory B. Morrison, 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 meets(i) is 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 committee service on the Audit Committee 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 AuditAudit Committee met fiveeight times in 2015.selecting and hiringauditcompensation, including fee negotiations, 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 andhandlingthat 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. Our Audit CommitteeThe Board has adopted a written charter whichthat 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". 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
Governance.”(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 20162015 Compensation Committee are Blake Bozman, Pat S. Bolin, Blake BozmanWilliam E. Fallon and Mark C. Griege, with Mark GriegeMr. Bozman 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 and regulations of the SEC and the Nasdaq Stock Market.Nasdaq. The Compensation Committee consists exclusively of directors who are “non-employee directors” for purposes of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act”). The Compensation Committee met threefour 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; andhandlingmatters thatfunctions as are specifically delegated toassigned by law, our organizational documents or the Compensation Committee by the board of directors from time to time. Our Compensation CommitteeBoard.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.”C. Murphy,E. Fallon served as members of the Compensation Committee. See “Board and Committee Matters—Director Independence.” No such individual is, or was during 2022, an officer or employee of our Vice Chairman and ancompany or any of our subsidiaries, or had any relationship requiring disclosure in this proxy statement. None of our executive officer, serves onofficers serve as a member of the board of directors or compensation committee of Eagle Oil & Gas Co.,any entity that has one or more of its executive officers serving as a private independent oil and gas company based in Dallas, Texas. Pat Bolin, who is a director and member of our Board or Compensation Committee, serves as the Executive Chairman of Eagle Oil & Gas Co.Michael D. Ilagan, Michael Kowalski,Arcilia Acosta, April Box, Mark C. Griege, Gregory B. Morrison and John T. Sughrue, and Ray Washburne, with John SughrueMr. Morrison 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 SEC and the Nasdaq Stock Market.Nasdaq. The Corporate Governance and Nominating Committee met twothree times in 2015.personsnominees to be selected by our board as nomineesstand 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;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. Our Corporate Governancetime relating to the nomination of Board and Nominating Committeecommittee members.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 potentialrecommends to the Board the standards to be applied in making determinations as to the absence of material relationships between us and our directors.our board of directors to determine if they have any conflicts of interest that may interfere with their ability to serve as effective board membersthe Board, the Corporate Governance and makes a recommendation to the full board in order for the board to determine each director's independence in accordance with Nasdaq Stock Market rules. Although we do not have a separate diversity policy, the committee considers the diversityNominating Committee relies on personal contacts of the directors and nominees in termsmembers of the Board as well as their knowledge experience, skills, expertise and other demographics that may contribute toof members of 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 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. Corporate Governance Guidelines We have adopted Corporate Governance Guidelines to assist the board of directors in the exercise of its fiduciary duties and responsibilities and to serve the best interestsCompanydate of this proxy statement, 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 stockholders. 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:Corporate Governance Guidelines are availableaffirmative vote of a majority of the votes cast at the Annual Meeting is required for the non-binding advisory vote on the compensation of our website atwww.veritexbank.com under "About Us—Investor Relations—Corporate Governance". We have adopted a policy on insider trading which prohibits trading in publicly traded options, short sales, margin accounts and pledging, hedging transactions, and other short-term trading strategies.
THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THIS NON-BINDING, ADVISORY PROPOSAL REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.CURRENT CompanyBank, as indicated, of each of our executive officers.officers for 2023. The business address for all of these individuals is 8214 Westchester Drive, Suite 400,800, Dallas, Texas 75225.NameAgePosition with the CompanyAge Position C. MalcomMalcolm Holland, III63 56Chairman of the Board, and Chief Executive Officer and President, Veritex and the BankWilliam C. Murphy64 66Vice ChairmanNoreen E. Skelly51Senior Executive Vice President and Chief Financial Officer, Veritex and the Bank LaVonda Renfro62 55Senior Executive Vice President, andVeritex; Chief RetailCredit Officer, BankAngela Harper63 47Former Senior Executive Vice President, andVeritex; Chief Banking Officer, BankLaVonda Renfro 62 Senior Executive Vice President, Veritex; Chief Operating Officer, Bank Angela Harper 54 Senior Executive Vice President, Veritex; Chief Risk Officer, Bank Jeff Kesler60 38Senior Executive Vice President, andVeritex; General Counsel, BankCara McDaniel 57 Senior Executive Vice President, Veritex; Chief Lending ExecutiveTalent Officer, BankboardBoard and serve at the discretion of the board."Proposal“Proposal 1. Election of Directors—Nominees for Election" above. William C. Murphy. Refer to "Proposal 1. ElectionElection” above for a description of Directors—Nominees for Election" above. Noreen E. Skelly. Noreen E. SkellyMr. Holland's experience.ourthe Senior 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 Green. 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 Bancorp of the Retail LineSoutheast, LLC, located in Ponte Vedra, Florida, in 2009. Before that, Mr. Earley served as Chief Financial Officer and Chief Operating Officer of Business. Ms. SkellyRBC Bank (USA), which he joined in 1992. Mr. Earley is a Certified Public Accountant and received his Bachelor of Business Administration with a concentration in Accounting from the University of North Carolina at Chapel Hill.her professionalhis 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.Federal Reserve Bank of Chicago in 1987 andfrom June 2020 through March 2023. Mr. Recer was promoted in 1996 to serve as an accounting policy analystresponsible for the BoardCompany's efforts in all revenue initiatives and developed scalable strategies designed to support organic growth. From November 2016 to June 2020, Mr. Recer served as the Managing Director Regional and Specialty Banking of Governors ofTexas Capital Bank. Prior to that, Mr. Recer served as the Federal Reserve System in Washington D.C. Ms. SkellyU.S. Corporate Client Coverage Head for Corporate and Investment Banking at BBVA Compass. Mr. Recer received a Bachelor of Business Administration in finance from theat The University of Texas at Austin in 1987 and a Masters of Business Administration from the University of Chicago Booth School of Business in 1993.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 Enterprise Risk Professional and a Certified Regulatory Compliance Manager (CRCM).Manager. Jeff Kesler. Jeff KeslerPhilip Donnelly.Phil Donnelly has served as our Senior Executive Vice President and General Counsel of the Bank since May 2022. Mr. Donnelly previously served as owner of Philip A. Donnelly, PLC where he provided legal and consulting services to financial and philanthropic institutions, and sports organizations. Practice is focused upon corporate governance, commercial finance, regulatory and compliance, complex litigation management, contracts and HR support. From 2017 to 2019, Mr. Donnelly served as President, CEO & General Counsel of AMPD Golf Performance, LLC, providing proprietary, state of the art, in-person and online, wellness and fitness solutions to professional golfers, country clubs, individuals, hospitals and physical therapy locations in the US. Mr. Donnelly received a Juris Doctorate from St. John's University.Lending ExecutiveTalent Officer of the Bank since May 2014. Mr. KeslerJune 2020. Ms. McDaniel is responsible for credit qualityleading and profitabilitydeveloping the Company’s overall human resource strategy including talent acquisition, talent management, succession management, and leadership development programs. Ms. McDaniel has served in executive and leadership positions at a number of the lending function. From May 2013banks and financial institutions. Immediately prior to May 2014, Mr. Keslerjoining Veritex, she served as Executive Vice President, Head of Human Resources and Talent Strategy at Texas Capital Bank for nine years. Prior to that she held the Directorposition of Loan OriginationsNational Head of Human Resources for United Development, a real estate investment trust. From 2009 to 2013, Mr. Kesler served as a Market President of Veritex Community 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. KeslerCiti’s US Commercial Bank. Ms. McDaniel received a Bachelor of Business Administrationbachelor’s degree in business administration, special emphasis in marketing and finance, from Fort Hays State University in 2000.Texas Woman’s University. 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 as well as exemptions from the requirement to hold a non-binding advisory vote on executivethe 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 ofanalysis describes and analyzes our principal executive officer and the two other most highly compensated executive officers, are: our Chairman of the Board, and Chief Executive Officer;William C. Murphy, our Vice Chairman of the Board; and•Jeff Kesler, ourLending Executive. The following table sets forth information regarding the compensation paid to each of our named executive officers for the fiscal years ended December 31, 2015 and 2014. Except as set forth in the notes to the table, all cash compensation for each of our named executive officers was paid by the Bank, where each of the following serves in the same capacity. Year Salary(1) Bonus(2) Stock
Award(3) Option
Awards(4) Non-equity
Incentive Plan
Compensation Nonqualified
Deferred
Compensation
Earnings All Other
Compensation(5) Total 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
Financial Officer;(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 for 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 Company as•James Recer, Former Senior Executive Vice President and Chief LendingBanking Officer;May 2014our company.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 consultants. In most cases, our executive compensation program is designed to deliver compensation that approximates the median for a carefully selected peer group but exceeds the median when performance exceeds expectations. Our executive incentive compensation performance metrics are designed to support our priorities for creating shareholder value and a solid foundation for growth. In exceptional cases, some elements of our compensation program may be designed to deliver compensation that exceeds our usual targets based on peer group data, when necessary to address specific business or strategic objectives.partial-year'sexecution of our strategy.Table•Support actions needed to respond to changing business environments. Some elements of Contents Narrative Discussionour compensation program, such as retention awards and change in control and severance benefits, give our management team or the Board tools to facilitate decisions about retention succession planning, acquisitions and other significant corporate events that would be in the best interest of Summarythe Bank and our shareholders, but that might impact the position or employment status of executive officers.Table General.Committee annually reviews the goals and objectives of our executive compensation program and either amends the program or recommends amendments to the Board as appropriate.named executive officersNEOs through a mix of base salary, cash incentive bonuses, long-term incentive ("LTI") compensation and other benefits, which include, to a certain extent and for certain of our NEOs, perquisites. We established our existingIn most cases we design out executive compensation philosophyprogram to provide our executives with target compensation that, on average, approximates the median for our peer group. Even in these cases, however, 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 Bank performance, individual performance, changes in our stock price and shareholder return, among other factors taken into consideration by the Compensation Committee. Moreover, in exceptional cases, some elements of our compensation program may be designed to fitdeliver compensation that exceeds our historical status as a privately held corporation.usual targets based on peer group data, when necessary to address specific business or strategic objectives. We intend to deliver the majority of compensation to our executives through variable pay, including incentive programs, so that factors that impact the value of our shareholders’ investment in our company also impact our NEOs compensation. We believe the current mix and value of these compensation elements provide our named executive officersNEOs 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 How Amount was Determined/
Performance ConsiderationsObjectives 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 Short-term incentive cash payment based on our company’s performance over a one-year period. Target payouts reference market median and actual payouts are driven by earnings per share, earning asset growth and composition (loans and securities), deposit growth and composition, net charge-offs and nonperforming assets to risk-weighted capital, achievement of management/strategic objectives, with adjustments based on individual performance. Reward executive performance in achieving annual financial, strategic and operational objectives. RSUs Long-term incentive opportunity, which may be based on performance or time vesting criteria. Target award values may be driven by performance targets, or may seek to incentivize individual performance, retention, and value creation for the Bank. Reward executives in achieving long-term financial and strategic objectives and align executive officers’ interests with shareholders or retain key members of management and reward value created. Performance Share Units ("PSUs") Long-term incentive opportunity based on performance over multiple years. Target award values are based on market median and are driven by return on average tangible common equity, pre-tax pre-provision return on average assets, and our total shareholder return ("TSR") performance over time. 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. Allegiance Bancshares, Inc. ABTX 2. Banc of California BANC 3. ConnectOne Bancorp CNOB 4. Eagle Bancorp EGBN 5. FB Financial Corporation FBK 6. Independent Bank Group, Inc. IBTX 7. Live Oak Bancshares LOB 8. National Bank Holdings NBHC 9. Seacoast Banking Corp of Florida SBCF 10. ServisFirst Bancshares SFBS 11. TowneBank TOWN Vesting Date Grant Date Fair Value ($) Fair Value as of December 31, 2022 ($) July 1, 2023 449,250 418,350 July 1, 2024 449,250 418,350 July 1, 2025 449,250 418,350 July 1, 2026 898,500 836,700 July 1, 2027 898,500 836,700 July 1, 2028 1,347,750 1,255,050 Salary.Salarynamed executive officersNEOs have historically been 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,NEOs for fiscal year 2022, 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:named executive officer'sNEOs scope and uniqueness of responsibility;named executive officer'sNEOs years and quality of experience;the types and amount of the elements of compensation to be paid to each named executive officer;•asset quality, profitability and other matters, including the status of our relationship with the banking regulatory agencies; andnamed executive officer'sNEOs individual performance and contributions to our company-wide performance, including leadership, team workteamwork and community service.Executive Officer C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 725,000 800,000 10% Terry S. Earley, Senior Executive Vice President and Chief Financial Officer 450,000 500,000 11% James Recer, Senior Executive Vice President and Chief Banking Officer 450,000 465,000 3% Clay Riebe, Senior Executive Vice President and Chief Credit Officer 400,000 415,000 4% LaVonda Renfro, Senior Executive Vice President and Chief Operating Officer 375,000 410,000 9% Angela Harper, Senior Executive Vice President and Chief Risk Officer 325,000 360,000 11% Bonuses.Bonusincentive awardbonus to our named executive officers. Annual incentive awards are intendedNEOs 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 target the market median and are based upon the amount of any bonus paid. Prior to 2015, the Compensation Committee had not relied on any pre-established formula or specific performance measures to determine the amount of bonuses paid. Beginning in 2015, the Compensation Committee has utilized a formulaic approach to incentivize achievement of specific performance measures, in determiningincluding earnings per share, tangible book value growth, credit quality, organic loan growth, organic deposit growth, among other financial and operational metrics established by the amountCompensation Committee at the beginning of each fiscal year. The Compensation Committee used competitive market data from the peer group prepared by EY, as described above, to establish the minimum, target, and maximum bonus amounts. Actual cash bonuses paid. Bonusespaid are fundeddetermined based onupon the achievement of these performance measures relative to minimumthose target thresholds. When performance exceeds the target goals for the performance measures, annual incentive awards may exceed target as well, and maximum targeted performance. The Compensation Committee leverages peer bankmay exceed market data to establish the minimum and maximum funding amounts. Additionally,median payouts. In addition, in determining whether to pay cash bonuses to a named executive officeran NEO 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 his or her contributions to the Company'sour company’s performance for the year, including his or her leadership, teamwork and community service. Restricted Stock Units The Compensation Committee, in its sole discretion, determines the terms (including the performance measures) of bonuses paid for any year and Option Awards.has discretion to adjust bonuses by reviewing performance goals and extraordinary factors. The following metrics were utilized for the determination of the 2022 annual cash bonus payout:Payout Levels Metric Weighting 50% 100% 150% 200% 35% $2.75 $3.05 $3.20 $3.35 15% $20.55 $20.90 $21.10 $21.25 15% 0.50% 0.40% 0.30% n/a 10% 12.0% 15.0% 18.0% n/a Organic Non-Wholesale Deposit Growth 10% 8.5% 10.5% 11.0% 11.5% 15% Performance and Payout Determined by CEO and/or Compensation Committee n/a including restrictedRSUs, PSUs or stock units and stock options (or a combination of these types of awards), to each of our named executive officersNEOs 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. Except in the case of the 2022 Retention Awards, the Compensation Committee determined the level of long-term incentive grants for fiscal year 2022 at the beginning of the fiscal year. Prior to making these grants, the Compensation Committee established an intended long-term incentive value for each NEO. When setting these intended values, the Compensation Committee considered competitive market data from the peer group prepared by EY, as described above, and target total compensation opportunities. We intend that the target value of long-term incentive awards granted. 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.option awards are time-based with2022 Retention Awards were approved in June 2022 in light of the new succession plans for our executives. Taking into account the 2022 Retention Awards, the long term incentive component of the compensation paid to C. Malcolm Holland III and Terry S. Early exceed the market median level by a three-year vesting period. Restricted stock units require conditionssignificant margin. Our Board viewed this as a necessary exception to be met in determiningour market-based long-term incentive program to further the numbergoals of awards that may vest over a three-year period. See "—our succession plans.Named two executives. See “—Executive Officers"Compensation Tables—Grants of Plan-Based Awards” below for information regarding awards for fiscal year 2022. Excluding the restricted stock units.Perquisites.Other Compensationnamed executive officersemployee benefit programs are offered and designed to be competitive and to provide reasonable security for employees. Our NEOs are eligible to participate in the same benefit plans designed for all of our full-time employees, including health, dental, vision, disability and basic group life insurance coverage. We also provide our employees, including our named executive officers,NEOs, with a 401(k) plan to assist participants in planning for retirement and securing appropriate levels of income during retirement. Insurance Premiums.investprovide a 401(k) program that allows employees to contribute a portion of their pre-tax earnings towards retirement savings. We offer a Company match to all employees enrolled in bank ownedour 401(k) plan as a component of total compensation and to encourage them to participate in the 401(k) plan. We match 100% of employee contributions to the 401(k) plan up to 6% of their eligible compensation and up to the limitations imposed by the Internal Revenue Servicedueand disability insurance to its attractive nontaxable returnexecutive officers under the same programs offered to all salaried employees. All participating employees pay a portion of the cost of these programs.protection againstOther Compensation,” we provide our NEOs with certain perquisites. In 2022, we reimbursed Messrs. Holland, Recer and Riebe for certain country club membership dues in the lossamounts of its key employees. Amounts included$56,925, $6,064 and $3,718, respectively, which memberships are used for business purposes.represent premiumsunder the column “All Other Compensation.”behalfthat review and discussion, the Compensation Committee recommended to the Board that the compensation discussion and analysis be included in this proxy statement. The Board approved the Compensation Committee’s recommendation.COMPENSATION COMMITTEE Name and Position Year Total ($) C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 2022 800,000 671,200 5,529,257 — 280,383 5 7,280,840 2021 725,000 1,196,250 928,423 — 254,469 5 3,104,142 2020 725,000 170,000 1,895,596 435,141 263,767 5 3,489,504 Terry S. Earley, Senior Executive Vice President and Chief Financial Officer 2022 500,000 419,500 3,343,964 — 101,622 6 4,365,086 2021 450,000 742,500 310,307 — 86,679 6 1,589,486 2020 450,000 135,000 994,776 196,403 90,022 6 1,866,201 James Recer, Senior Executive Vice President and Chief Banking Officer 2022 465,000 292,601 301,356 — 26,294 7 1,085,251 2021 450,000 556,875 288,159 — 26,833 7 1,321,867 2020 450,000 70,000 260,700 62,983 16,681 7 860,364 Clay Riebe, Senior Executive Vice President and Chief Credit Officer 2022 415,000 174,093 248,256 — 43,492 8 880,841 2021 400,000 329,500 236,419 — 34,260 8 1,000,179 2020 400,000 120,000 354,575 96,030 31,431 8 1,002,036 LaVonda Renfro, Executive Vice President and Chief Administrative Officer 2022 410,000 171,995 245,268 — 42,946 9 870,209 2021 375,000 247,500 203,184 — 38,858 9 864,542 2020 375,000 110,000 518,023 90,034 28,231 9 1,121,288 Angela Harper, Senior Executive Vice President and Chief Risk Officer 2022 360,000 151,020 215,346 — 50,745 10 777,111 Name and Position 2022 RSU ($) 2022 PSU ($) One-Time Succession Planning Retention RSUs ($) Total ($) C. Malcolm Holland, III, Chairman of the Board, Chief Executive Officer and President 507,577 529,180 4,492,500 5,529,257 Terry S. Earley, Senior Executive Vice President and Chief Financial Officer 170,848 178,116 2,995,000 3,343,964 James Recer, Senior Executive Vice President and Chief Banking Officer 147,549 153,807 — 301,356 Clay Riebe, Senior Executive Vice President and Chief Credit Officer 121,544 126,712 — 248,256 LaVonda Renfro, Executive Vice President and Chief Administrative Officer 120,090 125,178 — 245,268 Angela Harper, Senior Executive Vice President and Chief Risk Officer 105,432 109,914 — 215,346 named executive officer. Employment AgreementsCompany's airplane, respectively, (iv) $18,300, $17,400 and $17,100 of 401k employer match, respectively, and (v) $130,500, $123,047 and $104,590 of dividends paid on stock, respectively.Named Executive Officers None of our named executive officers has a formal employment agreement. Previously, we and the Bank had entered into anMr. Earley's employment agreement with Mr. Murphy providingfor the fiscal year ended December 31, 2021 and 2020, respectively.All Other Stock Awards: Number of Shares of Stock or Units Name Award Type Grant Date Threshold
(#)Target
(#)Maximum
(#)C. Malcolm Holland, III 2/1/2022 — 13,105 19,658 $ 529,180 2/1/2022 12,570 $ 507,577 7/1/2022 150,000 $ 4,492,500 Terry S. Earley 2/1/2022 — 4,411 6,617 $ 178,116 2/1/2022 4,231 $ 170,848 7/1/2022 100,000 $ 2,995,000 James Recer 2/1/2022 — 3,809 5,714 $ 153,807 2/1/2022 3,654 $ 147,549 Clay Riebe 2/1/2022 — 3,138 4,707 $ 126,712 2/1/2022 3,010 $ 121,544 LaVonda Renfro 2/1/2022 — 3,100 4,650 125,178 2/1/2022 2,974 120,090 Angela Harper 2/1/2022 — 2,722 4,083 $ 109,914 2/1/2022 2,611 $ 105,432 he would serve as vice chairman of bothmay be earned based on our board andperformance for the board of directors of the Bank, for a term commencingperformance period beginning on March 23, 2011January 1, 2022 and ending on MarchDecember 31, 2015. Under2024 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 NEO. For more information regarding our PSUs, see “—Elements of Compensation” and other incentives, if any, in accordance with the Bank's salary administration program based upon performance, as well as to certain other employment related benefits.Year Endthe named executive officersour NEOs as of December 31, 2015.2022. Option Awards Stock Awards 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
VestedMarket
Value of
Shares
of Stock
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 Number of Securities
Underlying Unexercised
Options Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares,
Units or
Other Rights
That Have
Not Vested Option
Expiration
Date Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
OptionsOption
Expiration
Date Exercisable(1) Unexercisable Name Grant Date Option
Exercise
PriceExercisable (#) 100,000 25,000 (2) $ C. Malcolm Holland, III 1/1/2015 — $ 14.17 12,777 (3) 1/1/2016 12,379 — 16.21 1,000 (4) 16,210 1/1/2017 9,375 — 26.71 1/1/2027 24,024 (5) 389,429 1/1/2018 14,496 — 27.59 1/1/2028 7,383 (6) 119,678 1/1/2019 39,512 — 21.38 1/1/2029
12,000
3,000
(7)
10.85
1/1/2024 5,381 (8) 14.17 1/1/2025 1/1/2019 1 30,000 20,000 21.38 1/1/2029 1,000 (9) 16,210 1/1/2020 2 42,428 21,214 29.13 1/1/2030 4,508 (5) 73,075 1/1/2020 4 17,469 487,210 3,110 (10) 50,413 2/1/2021 5 18,642 519,925
2,000
8,000
(11)
12.90
6/1/2024 5,381 (12) 14.17 1/1/2025 2/1/2022 6 13,105 365,498 15,000 (13) 243,150 1/1/2019 7 20,000 557,800 1,029 (5) 16,680 6/11/2020 8 85,000 2,370,650 3,110 (14) 50,413 2/1/2021 10 11,354 316,663 2/1/2022 11 12,570 350,577 7/1/2022 12 150,000 4,183,500 Terry S. Earley Terry S. Earley 2 1/1/2019 10,537 — 21.38 1/1/2029 1/1/2020 2 13,694 6,847 29.13 1/1/2030 1/1/2020 4 5,639 157,272 2/1/2021 5 6,231 173,783 2/1/2022 6 4,411 123,023 6/11/2020 8 50,000 1,394,500 2/1/2021 10 3,795 105,843 2/1/2022 11 4,231 118,003 7/1/2022 13 100,000 2,789,000 James Recer James Recer 6/15/2020 3 — 15,000 17.38 6/15/2030 2/1/2021 5 5,786 161,372 2/1/2022 6 3,809 106,233 6/15/2020 9 15,000 418,350 2/1/2021 10 3,524 98,284 2/1/2022 11 3,654 101,910 Clay Riebe Clay Riebe 1/1/2017 4,550 — 26.71 1/1/2027 1/1/2018 5,987 — 27.59 1/1/2028 1/1/2019 9,878 — 21.38 1/1/2029 1/1/2019 30,000 — 21.38 1/1/2029 1/1/2020 2 9,363 4,682 29.13 1/1/2030 1/1/2020 4 3,856 107,544 2/1/2021 5 4,747 132,394 2/1/2022 6 3,138 87,519 6/11/2020 8 15,000 418,350 2/1/2021 10 2,892 80,658 2/1/2022 11 3,010 83,949 LaVonda Renfro LaVonda Renfro 1/1/2015 3,114 — 14.17 1/1/2025 1/1/2016 4,114 — 16.21 1/1/2026 1/1/2017 3,500 — 26.71 1/1/2027 1/1/2018 4,727 — 27.59 1/1/2028 1/1/2019 7,902 — 21.38 1/1/2029 1/1/2019 20,000 — 21.38 1/1/2029 1/1/2020 2 8,778 4,390 29.13 1/1/2030 (1)The time-based options shown in this column are fully vested and presently exercisable as of December 31, 2015.(2)1/1/2020 4 3,615 100,822 2/1/2021 5 4,080 113,791 2/1/2022 6 3,100 86,459 6/11/2020 8 25,000 697,250 2/1/2021 10 2,485 69,307 2/1/2022 11 2,974 82,945 Angela Harper 1/1/2017 3,675 — 26.71 1/1/2027 1/1/2018 4,727 — 27.59 1/1/2028 1/1/2019 7,902 — 21.38 1/1/2029 1/1/2019 20,000 — 21.38 1/1/2029 1/1/2020 2 7,608 3,804 29.13 1/1/2030 1/1/2020 4 3,133 87,379 2/1/2021 5 3,536 98,619 2/1/2022 6 2,722 75,917 6/11/2020 8 15,000 418,350 2/1/2021 10 2,154 60,075 2/1/2022 11 2,611 72,821 granted onvest in five equal annual installments beginning January 1, 2011. Options to purchase 25,000 shares at an exercise price of $10.00 per share vested and became exercisable on January 1, 2016.(3) granted on January 1, 2015. Options to purchase 12,777 shares at an exercise price of $14.17 vest in three equal annual installments beginning January 1, 2016.(4)Restricted stock units fully2021.January 1, 2016.(5)Represents restricted stock units granted received in exchange for cancellation of performance based options on October 9, 2016. Specifically, Mr. Holland received 30,030 restricted stock units for cancellation of 170,000 performance-based options with a weighted average exercise price of $10.00; Mr. Murphy received 5,636 restricted stock units for cancellation of 35,000 performance-based options with a weightedaverage exercise price of $10.85; and Mr. Kesler received 1,287 restricted stock units for cancellation of 10,000 performance-based options with a weighted average exercise price of $12.90. Restrictions on restricted stock units lapse in equal installments over a five-year period beginning October 9, 2015. See "—Cancellation of Performance-based Options" below for information regarding the restricted stock units granted on October 9, 2014.(6)Restricted stock units4 PSUs granted on January 1, 2015.2020. The number of shares eligible for vesting wasis based on a comparison of our TSR against the Company's total shareholder return toPeer Group TSR during the performance period, and the shares will cliff vest on January 1, 2023.market index calculated at December 31, 2015comparison of our TSR against the Peer Group TSR during the performance period, and the shares will vest on January 1, 2024.2016.(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 options granted on January 1, 2015. Options to purchase 5,381 shares at an exercise price of $14.172022.2016.(9)Restricted2023.units fully vest on January 21, 2017.(10)Restricted stock units granted on January options exercised and RSUs that vested during the fiscal year ended December 31, 2022 for each NEO.Option Awards Stock Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) C. Malcolm Holland, III — $ — 38,531 $ 1,536,169 Terry S. Earley — — 22,991 915,720 James Recer — — 1,762 71,150 Clay Riebe — — 12,158 484,512 LaVonda Renfro — — 9,146 364,573 Angela Harper — — 8,980 357,870 2015. The number Represents the value realized upon vesting of shares eligible for vesting wasRSUs based on the Company's total shareholder return to a market index calculated at December 31, 2015 and vest in three equal annual installments beginning January 1, 2016.(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 units granted on January 1, 2015. The number of shares eligible for vesting was based on the Company's total shareholder return to a market index calculated at December 31, 2015 and vest in three equal annual installments beginning January 1, 2016. In 2010, we adopted the Veritex Holdings, Inc. 2010 Stock Option and Equity Incentive Plan, or the 2010 Equity Incentive Plan, to provide incentive compensation opportunities that are competitive with those of similar companies 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 options to purchase shares of our common stock. The maximum number 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 installments 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 shares on the underlying shares of our common stock the participant could receive, or (iii) a combination of (i) and (ii), as determined by the compensation committee of the board. Upon death, disability or voluntary retirement from the Company at age 65, or later, any restricted stock units which have not been forfeited or with respect to which the restrictions have not lapsed, will immediately vest and the participant will be entitled to the underlying shares of our common stock, an equivalent amount of cash or a combination thereof as described above. If a participant's employment with the Company is terminated for any reason other than death, disability or retirement, any restricted stock units not previously forfeited or with respect to which the restrictions have not lapsed will be forfeited immediately upon termination. In the event of a change in control of the Company, as described in the 2014 Omnibus Plan, outstanding restricted stock units may, upon the determination of the Compensation Committee, be assumed, accelerated, cancelled or substituted for an equivalent right by the successor company or a parent or subsidiary thereof. The 2014 Omnibus Plan specifically provides that 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 shares of our common stock. Other thanCompany severance plan under which allchange in control could create uncertainty regarding the continued employment of our executive officers. Providing change in control benefits offers executive officers a level of security that we believe allows them to continue normal business operations, remain dedicated to our strategic goals, maintain a balanced perspective during potentially uncertain periods and serve in the best interest of us and our shareholders. Accordingly, executive officer severance and change in control arrangements are provided to support major corporate and management transitions. The Compensation Committee believes these arrangements benefit our company and our shareholders. The Compensation Committee periodically reviews these arrangements in depth for market competitiveness and to ensure they remain appropriate for our company.eligibleterminated from employment for certain reasons, including involuntary termination without cause. Our NEOs, excluding Mr. Earley, 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 Termination without cause or good reason (no change in control) Termination without cause or good reason within 24 months following a change in control Base Salary Annual Incentive Health & Welfare Benefits Base Salary Annual Incentive Health & Welfare Benefits Chief Executive Officer 24 months 2x Annual Cash Incentive (average of prior 2 years) 36 months 3x Annual Cash Incentive (average of prior 2 years) Other NEOs 12 months 1x Annual Cash Incentive (average of prior 2 years) Lump sum in amount of COBRA benefit costs for 12 months 30 months 2.5x Annual Cash Incentive (average of prior 2 years) Lump sum in amount of COBRA benefit costs for 18 months benefits andas of December 31, 2022 following certain grants under our equity incentive plans that provide for accelerated vesting upontypes of terminations of employment or in connection with a change in control based on the severance and change in control guidelines in place as of December 31, 2022. 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, 2022 (the last day of our 2022 fiscal year), and that the value of a share of our common stock on that day was $27.89, the closing price on December 31, 2022, the last trading day of the calendar year. In addition, in keeping with SEC rules, the table does not include payments and benefits that are not enhanced by the termination of employment or change in control.Benefit Retirement ($) Death ($) Disability ($) Termination Without Cause or Good Reason (Not In Connection with Change in Control) ($) Termination Without Cause or Good Reason (In Connection with Change in Control) ($) C. Malcolm Holland, III — — — 3,596,250 4,800,000 — 9,151,823 9,151,823 9,151,823 9,151,823 — 103,895 103,895 103,895 103,895 — 100,000 — — — — — — 20,546 30,820 Terry S. Earley — — — 1,687,964 3,148,750 — 4,861,424 4,861,424 4,861,424 4,861,424 — 75,000 — — — — — — — 90,180 James Recer — — — 917,813 2,294,531 — 886,149 886,149 886,149 886,149 — 157,650 157,650 157,650 157,650 — — — 20,685 31,028 Clay Riebe — — — 683,500 1,708,750 — 910,414 910,414 910,414 910,414 — — — 20,685 31,028 LaVonda Renfro — — — 636,250 1,590,625 — 1,150,574 1,150,574 1,150,574 1,150,574 — — — 17,579 26,369 Angela Harper — — — 557,250 1,393,125 — 813,161 813,161 813,161 813,161 — — — 30,319 45,479 disabilitybenefit portion of bank-owned life insurance paid to a designated beneficiary if the insured dies while employed at our company.grantee, we do not have any agreementexecutive in the “Involuntary Without Cause or Good Reason Termination (Not In Connection with Change in Control)” are (i) their respective annual base salaries for 12 months, (ii) the amount equal to the target annual cash incentive and (iii) the amount equal to annual cash incentive earned and annual long-term incentive equity granted earned for the year preceding the year of termination. The amounts reflected in the “Involuntary Without Cause or obligationsGood Reason Termination (In Connection with Change in Control)” column include a lump sum payment equal to any(a) 2.5 times of the executive’s annual base salary, (b) 2.5 times the amount equal to the target annual cash incentive and ( c) the target annual bonus plus the target annual long-term incentive equity grant for the year in which termination occurs.Year SCT Total Compensation for PEO ($) Compensation Actually Paid to PEO ($) Average SCT Total Compensation for Non-PEOs ($) Average Compensation Actually Paid to Non-PEOs ($) Value of Initial Fixed $100 Investment Based on: Net Income
(in Millions $)Diluted Earnings Per Share TSR ($) Peer Group TSR ($) 2022 7,280,840 5,204,275 1,595,700 1,425,597 107.5 89.0 146.3 $2.71 2021 3,104,142 4,809,004 1,194,019 1,231,131 147.3 116.6 139.6 $2.77 2020 3,489,504 4,166,758 1,254,244 1,451,544 93.7 86.4 73.9 $1.48 Year SCT Total Compensation for PEO CAP to PEO 2022 $ 7,280,840 $ (5,529,257) $ 3,452,692 $ 5,204,275 2021 $ 3,104,142 $ (928,423) $ 2,633,285 $ 4,809,004 2020 $ 3,489,504 $ (1,895,596) $ 2,572,850 $ 4,166,758 Year Fair Value of Current Year Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Period Year of Equity Awards that Failed to Meet Vesting Condition in the Year Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (Deductions) Additions to SCT Total for Equity Award Adjustments 2022 $ 4,534,077 $ (1,629,851) $ — $ 548,466 $ — $ — $ 3,452,692 2021 $ 677,493 $ 1,990,492 $ — $ (34,700) $ — $ — $ 2,633,285 2020 $ 2,629,355 $ (129,805) $ — $ 73,300 $ — $ — $ 2,572,850 Year SCT Total Compensation for Non-PEO CAP to Non-PEO 2022 $ 1,595,700 $ (870,838) $ 700,735 $ 1,425,597 2021 $ 1,194,019 $ (242,832) $ 279,944 $ 1,231,131 2020 $ 1,254,244 $ (517,738) $ 715,038 $ 1,451,544 Year Fair Value of Current Year Equity Awards Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Period Year of Equity Awards that Failed to Meet Vesting Condition in the Year Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (Deductions) Additions to SCT Total for Equity Award Adjustments 2022 $ 649,725 $ (105,670) $ — $ 156,680 $ — $ — $ 700,735 2021 $ 189,373 $ 117,560 $ — $ (26,989) $ — $ — $ 279,944 2020 $ 722,887 $ (42,262) $ — $ 34,413 $ — $ — $ 715,038 or otherfor 2022 to Company performance.Diluted Earnings Per Share Total Shareholder Return Pre-Tax Pre-Provision Return on Average Assets Return on Average Tangible Common Equity officerscompensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to make any payments, accelerate any equity awards or provide any other considerationalign executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance Table above. Moreover, the Company generally seeks to any such officerincentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in connectionaccordance with any changeItem 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in controlthe Pay Versus Performance Table.orand Cumulative TSR of the Bank or such an officer's severance from employmentPeer Group
orplaces on equity incentives, which are sensitive to changes in stock prices.
Bank.Tablefollowing graph, the amount of Contents During 2015, eachcompensation actually paid to Company’s PEO and the average amount of compensation actually paid to the Company’s non-PEO NEOs as a group is generally aligned with the Company’s diluted earnings per share over the three years presented in the table.
non-employee directors receivedemployees and the annual total compensation of our CEO. The CEO to median employee pay ratio included in this disclosure is a cash retainerreasonable estimate calculated in a manner consistent with Item 402(u) of $12,000 for his serviceRegulation S-K. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported below should not be used as a director. basis for comparison between companies. addition,order to determine our median employee, we prepared a list of all employees (excluding our CEO) as of the chairmandetermination date, December 31, 2022, along with their gross income as reported on IRS form W-2 for the year ended December 31, 2022. Gross income as reported on IRS form W-2 for the year ended December 31, 2022 was annualized for those employees that were not employed for the full year.chairmanreporting 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, 2022, 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.named 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 2022 and Risk Management We do2021 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.2022 2021 $ 877,103 $ 931,294 Audit-Related fees — — Tax Fees — — All Other Fees — — Total fees $ 877,103 $ 931,294 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, 2015,2022, 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 $7.9 million in unfunded loan commitments to these persons. As of April 17, 2023, 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. In connection with our initial public offering, we entered into a registration rights agreement with SunTx and WCM Parkway, Ltd. Under this agreement, each of these holders may require us to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), including on Form S-3 to the extent such form is available to us, to register the sale of shares of our common stock, subject to certain limitations. These holders may each request a total of two such registrations and only one during any six-month period. In addition, if we propose to register securities under the Securities Act, then the holders who are party to the agreement will have "piggy-back" rights to request that we register their shares of our common stock, subject to certain limitations including quantity limitations determined by underwriters if the offering involves an underwriting. There is no limit to the number of these "piggy- back" registrations in which these holders may request their shares be included. We will bear the registration expenses incurred in connection with these registrations, other than underwriting discounts and commissions, except that the holders will bear the registration expenses incurred in connection with registrations requested and filed prior to the first anniversary of the date of our initial public offering. We have agreed to indemnify these holders against certain liabilities, including liabilities under the Securities Act, in connection with any registration effectedunder the agreement. On November 10, 2015, at the request of SunTx, we filed a registration statement on Form S-3, which became effective on November 25, 2015, registering the sale of all 1,572,370 shares of our common stock owned by SunTx.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.BENEFICIALtheir 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.THE 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,April 5, 2023, 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 theinvestment powers for all shares indicatedof common stock shown as beneficially 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
them, subject to community property laws where applicable. The table below calculates the percentage of beneficial ownership based on 54,229,033 shares of common stock outstanding as of April 5, 2023.Directors, Nominees and Named Executive Officers: 384,948 * 56,514 * 215,413 * 14,273 * 118,361 * 112,726 * 457,761 * 16,983 * 130,628 * 36,999 * 33,494 * 314,206 * 23,882 * 19,830 * 93,055 * 95,901 * 86,336 * 86,226 * Directors and executive officers of the Company as a group (20 persons) 2,312,156 4.3 % Principal Shareholders: 5% Security Holders: 7,753,775 14.3 % 3,686,450 6.8 % Indicates Represents beneficial ownership that does not exceedof less than 1%.(1)400,800, 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)Ownershipexercisable.exercisable or exercisable within 60 days of April 5, 2021. The ownership percentage of all executive officers and directors, as a group, assumes that all 1319 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)6,696177,017 shares held in Mr. Holland'sHolland’s name, (ii) 65,885 shares owned jointly by Mr. Holland and his spouse, (iii) 10,0005,750 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 & TrustThe Holland III FLP, and (iii) stock options to purchase 16,793202,181 shares of ourVeritex common stock.(6)21,86936,007 shares held in Mr. Kesler'sBolin’s name, and (ii) stock options to purchase 3,793 shares of our common stock.(7)Includes (i) 1,08810,000 shares held inby Red Star Yield Holdings, Inc., an entity controlled by Mr. Bolin's name, (ii) 18,249Bolin (iii) 24,249 shares held by the DHB Family Partnership, LP, which is controlled by Mr. Bolin, (iii) 18,250(iv) 22,250 shares held by the PSB Family TrustBolin'sBolin’s wife is the trustee, (iv) 33,308(v) 96,237 shares held by Anasazi Capital, LP, which is controlled by Mr. Bolin, (v) 16,670and (vi) 26,670 shares held by Bolin Investments, LP, which is controlled by Mr. Bolin, (vi) options to purchase 2,000Bolin.(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, issued to Red Star Yield Holdings, Inc., an entity controlled by Mr. Bolin.(8)83,00191,056 shares held in Mr. Bozman's name and (ii) 27,305 shares held by Bozman DFS Partnership, which is controlled by Mr. Bozman.330 restrictedoptions to purchase 31,078 shares of our common stock.units that will vest within 60 daysin connection with Veritex's acquisition of Green. Mr. Ellis is the record date,manager of Multus Analytics LLC and (iv)has voting power and dispositive power over the shares held for the entity.(9)(i) 8833,494 shares held in Mr. Griege's name, (ii) 36,000Lerner’s name.jointly byin Mr. GriegeMehos’s name.his spouse, (iii) 330 restricted(ii) stock units that will vest within 60 days of the record date, and (iv) options to purchase 2,50056,525 shares of our common stock.(10)24,08031,441 shares held individually byin Mr. Kowalski,Riebe’s name and (ii) 330 restricted stock units that will vest within 60 days of the record date, and (iii) options to purchase 1,00064,460 shares of our common stock.(11)35,00878,223 shares held individually by Mr. Sughrue, (ii) 330 restricted stock units that will vest within 60 days of the record date,7,208 share held by Mr. Sughrue’s spouse and (iii) 905 shares held by Mr. Sughrue’s son.2,50047,716 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)13G13G/A filed with the SEC on February 17, 2015January 24, 2023 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 asor on behalf of December 31, 2014, each claiming shared voting and dispositive power with respect to the reported shares.BlackRock, Inc. The business address of each of the reporting personsBlackRock, Inc. is 5420 LBJ Freeway, Suite 1000, Dallas, Texas 75240.(14)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, 20169, 2023 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 CompanyVanguard Group, 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 and5,238 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 LLCVanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355.Martin S. Friedmansustainability play an important role in our business, operating strategies and long-term value creation for our shareholders, customers and team members. We believe that environmental, social and governance (“ESG”) practices are critical to attracting and retaining the best talent, meeting the evolving needs of our customers and being good stewards of our communities. We are committed to conducting operations and activities in a manner that provides and maintains safe and healthful working conditions, protects the environment and conserves natural resources. We maintain practices so that our operations are managed and operated in compliance with applicable laws and regulations. We recognize the importance of ESG considerations and are firmly committed to conducting business in a responsible manner.1313 Dolley Madison Blvd., Suite 306, McLean, Virginia 22101. Thenot a part of our proxy solicitation materials.Bridge Equities III LLC, Bridge Equities VIII LLC, Bridge Equities IX LLC, Bridge Equities X LLC, SunBridge Manager LLC, SunBridge Holdings LLCthis proxy statement and Realty Investment Company LLC is 8171 Maple Lawn Blvd, Suite 375, Fulton, Maryland 20759. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a)accompanying notice of the Securities Exchange ActAnnual Meeting to that address unless we have received instructions to the contrary from any shareholder at that address. Eligible shareholders will continue to have access to and receive separate proxy cards. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, a shareholder of 1934, as amended (the "Exchange Act")record who wishes to receive a separate copy of this proxy statement and the accompanying notice of the Annual Meeting in the future may contact us by mail at Veritex Holdings, Inc., requires our directors8214 Westchester Drive, Suite 800, Dallas, Texas 75225, Attn: Investor Relations, or by phone at (972) 349-6200. Eligible shareholders of record receiving multiple copies of this proxy statement and executive officers and personsthe accompanying notice of the Annual Meeting can request householding by contacting us in the same manner. Shareholders who own more than ten percent of our outstanding common stock to file reports of ownership and changes in ownership of our equity securities, including our common stock with the SEC. Such persons are requiredshares through a bank, broker or other nominee can request householding by the SEC's regulations to furnish us with copies of all reports they file pursuant to Section 16. Based solely on a review of the reports furnished to us,contacting such bank, broker or written representations from reporting persons that all reportable transaction were reported, we believe that during the fiscal year ended December 31, 2015 our officers, directors and greater than ten percent owners timely filed all reports they were required to file under Section 16(a); except for six of our executive officers, Malcolm Holland, William Murphy, Jeff Kesler, Noreen Skelly, Angela Harper and LaVonda Renfro, who each filed late one Form 4 relating to a grant of employee stock options.20172024 ANNUAL MEETING20172024 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: Investor Relations, 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, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 6:00 p.m., Central Time, on May 11, 2016. Veritex Holdings, Inc. INTERNET/MOBILE – www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED PROXY Please mark your votes likeA copy of 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 ratify the appointment of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2016 THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” FOR AGAINST ABSTAIN 1. Election of Directors (1) C. Malcolm Holland, III (2) William C. Murphy (3) Pat S. Bolin (4) Blake Bozman (5) Mark Griege (6) Michael D. Ilagan (7) Michael Kowalski (8) John Sughrue (9) Ray W. Washburne FOR all Nominees listed to the left WITHHOLD AUTHORITY to vote (except as marked to the contrary for all nominees listed to the left) THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, AND 2. (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above) COMPANY ID: PROXY NUMBER: ACCOUNT NUMBER: Signature Signature, if held jointly Date , 2016. Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate 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 Materials for the Annual Meeting of Stockholders to be held May, 12, 2016 The proxy statement and our 20152022 annual report to shareholders is available without charge from our website at https://ir.veritexbank.com/. The annual report is not incorporated into this proxy statement and is not considered proxy-soliciting material.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, IIIon Form 10-K for the fiscal year ended December 31, 2022, including financial statements and William C. Murphy, and each of them,schedules but not including exhibits, as proxies, eachfiled with the powerSEC, will be sent to appoint his substitute, and authorizes eachany shareholder of them to represent and to vote,record as designated on the reverse hereof, all of the sharesrecord date without charge upon written request addressed to 8214 Westchester Drive, Suite 800, Dallas, Texas 75225, Attn: Investor Relations. A reasonable fee will be charged for copies of common stock of Veritex Holdings, Inc. held of record byexhibits. You also may access this proxy statement and our Annual Report on Form 10-K at www.ctsproxyvote.com. You also may access our Annual Report on Form 10-K for the undersignedfiscal year ended December 31, 2022 at the close of business on March 23, 2016 at the Annual Meeting of Stockholders of Veritex Holdings, Inc. to be held on May 12, 2016, or at any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE NINE NOMINEES TO THE BOARD OF DIRECTORS, AND IN FAVOR OF PROPOSAL 2, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXY HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. (Continued, and to be marked, dated and signed, on the other side)
