Vince A. Ackerson - Director | Envela (ELA) Executive Profile & Compensation

About Vince A. Ackerson

Independent director nominee elected June 25, 2025, with service start deferred to July 14, 2025; age 68; BSBA and MBA from Louisiana State University. Founding member and former Vice Chairman of Texas Capital Bank; also served as Chief Lending Officer and President across five major Texas markets until retirement in 2021, bringing deep capital markets and commercial banking leadership. Designated “Independent Director” in the proxy slate alongside five other nominees; board intends annual director terms with plurality voting .

Past Roles

Organization	Role	Tenure	Committees/Impact
Texas Capital Bank	Founding Member; Vice Chairman	Retired 2021	Senior leadership across lending; President over five major TX markets; capital markets experience
Texas Capital Bank	Chief Lending Officer	Pre-2021 (dates not otherwise disclosed)	Enterprise credit leadership; market oversight
Texas Capital Bank	President (five TX markets)	Pre-2021 (dates not otherwise disclosed)	Multi-market operational accountability

External Roles

Organization	Role	Tenure	Notes
—	—	—	No other public company directorships disclosed in proxy materials

Board Governance

Board composition and leadership: CEO John R. Loftus serves as Chairman by bylaw; Jim R. Ruth is Lead Independent Director, presiding over executive sessions and coordinating agendas with the Chair .
Committees and chairs (as disclosed):
- Audit: Chair Alexandra C. Griffin; all members qualified as independent per exchange standards .
- Compensation: Chair Richard D. Schepp .
- Compliance, Governance & Nominating: Chair Jim R. Ruth; charter available on corporate website; met four times in FY2024 .
Committee membership (as of FY2024): Griffin, Ruth, Schepp are members of Audit, Compensation, and Compliance/Nominating; Ackerson’s committee assignments not disclosed at nomination/election .
Attendance: Board met four times in FY2024; all directors attended all meetings and the 2024 annual meeting .
Independence: Proxy designates Ackerson as “Independent Director”; board confirms independence of Griffin, Ruth, Schepp; related-person transactions preclude independence if above thresholds, none material in FY2023–FY2024 .

Fixed Compensation

Component	Amount	Terms/Notes
Annual cash retainer (Independent Directors)	$10,000	Paid $2,500 per quarterly board meeting; policy in place since January 2017
Committee/Chair fees	—	No additional forms of director compensation disclosed
Meeting fees	Included	Retainer paid at quarterly meetings; no separate meeting fees disclosed

Director compensation paid in FY2024 (for then-seated independents): Griffin $10,000; Ruth $10,000; Schepp $10,000; DeStefano $0 (resigned March 10, 2025) . Ackerson was not seated in FY2024 and received no FY2024 compensation .

Performance Compensation

Instrument	Grant Date	Quantity/Strike	Vesting	Performance Metrics
Equity awards (RSUs/PSUs/Options)	—	—	—	None; company discloses no other forms of director compensation beyond cash retainer

Anti-hedging policy prohibits directors from hedging company securities (options, swaps, collars, short sales, exchange funds, etc.) .
No director equity, option repricings, or performance-linked director pay disclosed .

Other Directorships & Interlocks

Person	External Board(s)	Committee Roles	Interlocks/Conflicts
Vince A. Ackerson	—	—	None disclosed; no related-party transactions in FY2023–FY2024

Expertise & Qualifications

Capital markets and commercial banking leadership as Texas Capital Bank founding member, Vice Chairman, Chief Lending Officer, and multi-market President .
Advanced business education (BSBA, MBA) from LSU .
Adds financing, credit risk, and growth discipline to board skill mix .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class
Vince A. Ackerson	—	*
Total shares outstanding basis	25,995,201	—

Less than 1%; proxy table shows “—” for Ackerson and “*” denoting <1% ownership (as of April 30, 2025) . Reference shares outstanding from beneficial ownership section .

Say-on-Pay & Shareholder Feedback

Proposal (2025 Annual Meeting)	For	Against	Abstain	Broker Non-Votes
Advisory vote to approve NEO compensation	21,599,014	28,274	37,436	2,446,405
Frequency of future say-on-pay	1 Year: 968,575	2 Years: 25,247	3 Years: 20,633,625	Abstain: 37,277

Director elections: Ackerson elected with 21,634,739 votes for; start date deferred to July 14, 2025 .
High participation: 92.75% of outstanding shares represented at 2025 meeting, indicating strong shareholder engagement .

Governance Assessment

Strengths:
- Independent designation with deep financial services expertise; complements audit and risk oversight needs .
- Robust governance disclosures: active Lead Independent Director, committee charters, regular committee activity, full attendance in FY2024 .
- Independent compensation consultant engaged (Condon in 2022; Egan Nelson engaged for 2025), supporting disciplined pay governance .
- No material related-party transactions in FY2023–FY2024; anti-hedging policy in force .
Alignment concerns:
- No director equity program; cash-only retainer ($10,000) limits ownership alignment for independent directors, and Ackerson held no ELA stock as of April 30, 2025 .
- Control risk: CEO John R. Loftus beneficially owns ~73.78% of common stock, potentially limiting board leverage and shareholder influence; underscores need for strong independent oversight .
Open items:
- Committee assignments for Ackerson not disclosed at nomination/election; monitor post-seating committee placement and engagement .
- Confirm attendance and ownership changes after July 14, 2025 start date via future filings .

RED FLAGS: None disclosed for related-party transactions, option repricing, or hedging/pledging violations in FY2023–FY2024; principal governance risk is concentrated ownership (73.78% by CEO) and lack of director equity, which may affect perceived alignment .