April Box
About April Box
Independent director of Veritex Holdings, Inc. (age 61), currently serving since 2020 after an earlier term in 2017–2018 and advisory service in 2019. Former President & CEO of Methodist Health System Foundation and Senior Vice President of external affairs for Methodist Health System; holds a BA from Rhodes College and a Master of Liberal Arts from Southern Methodist University. She is active in civic organizations (World Presidents Organization, International Women’s Forum) and serves on the board of the State Fair of Texas. April is designated independent under Nasdaq standards and serves on the Corporate Governance & Nominating Committee and Risk Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Methodist Health System Foundation | President & Chief Executive Officer | Not disclosed | Led philanthropic strategy; recognized as Outstanding Fundraising Executive (2013) |
| Methodist Health System | Senior Vice President, External Affairs | Not disclosed | External relations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| State Fair of Texas | Board Member | Current | Civic board service |
| World Presidents Organization | Member | Current | Executive network membership |
| International Women’s Forum | Member | Current | Leadership network membership |
Board Governance
- Committees: Corporate Governance & Nominating (member) and Risk (member); not a committee chair .
- Independence: Board determined all directors except the CEO are independent; independence assessment included commercial transactions and prior affiliations; April is independent under Nasdaq standards .
- Attendance and engagement: Board met 8 times in 2024; each director participated in ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Director resignation policy: Majority-withhold triggers tendered resignation, with formal Board process and 8-K disclosure of outcome .
- Shareholder engagement: Company contacted top 25 holders representing >60% of outstanding shares; feedback included preference for more performance-based LTI and succession transparency .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Governance & Nominating | Member | 4 | Oversees board evaluations, nominations, ESG policies |
| Risk | Member | 6 | Oversees enterprise risk framework and risk appetite |
Fixed Compensation
| Component | Policy (2024) | Amount (USD) | April Box (2024) |
|---|---|---|---|
| Annual cash retainer | $30,000 for non-employee directors | $30,000 | Included in total |
| Committee membership fee | $7,000 per committee | Variable | Included in total |
| Committee chair fee | $28,000 (Audit, Compensation, Governance, Risk chairs) | $28,000 | Not applicable |
| Lead Independent Director fee | $50,000 | $50,000 | Not applicable |
| Equity award (RSUs, time-based) | Granted annually; disclosed at grant-date fair value (ASC 718) | RSUs $15,765 (grant-date fair value) | RSUs $15,765 |
| Total director comp | Cash + RSUs | See director table | Fees earned $105,500; Total $121,265 |
Notes:
- Directors may elect RSUs in lieu of cash. RSUs reported at grant-date fair value under ASC 718 .
- Expenses reimbursed per policy; indemnification per charter/bylaws .
Performance Compensation
Directors receive time-based RSUs; no director-specific performance metrics are disclosed for equity awards.
| Feature | Policy/Mechanics | Source |
|---|---|---|
| Minimum vesting for stock awards | Generally no vesting <1 year after grant; for directors, satisfied if award vests at first annual meeting ≥50 weeks after grant | |
| Dividends/dividend equivalents on unvested awards | Not permitted | |
| Clawback | Awards subject to compensation recovery policy and applicable law |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Positions |
|---|---|---|---|
| None disclosed (public companies) | — | — | — |
- No compensation committee interlocks noted involving April Box; 2024 Compensation Committee members were Bolin, Bozman, Griege, Fallon; none were employees or had related person transactions requiring disclosure .
Expertise & Qualifications
- Healthcare philanthropy and external affairs leadership, with deep community ties in Dallas market .
- Recognized fundraising executive (2013), board governance and civic engagement experience .
- Educational credentials: BA (Rhodes College), Master of Liberal Arts (SMU) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| April Box | 16,268 | <1% |
Notes:
- Beneficial ownership table as of April 28, 2025; outstanding shares 54,501,432 .
- Company prohibits hedging and pledging by directors; directors’ shares may not be held in margin accounts or pledged as collateral .
Insider Trades
| Date | Filing | Transaction Summary | Source |
|---|---|---|---|
| 2025-06-04 | Form 4 | Reported director transaction (details in filing) | |
| 2025-10-22 | Form 4 | Reported conversion/disposition tied to Huntington merger (details in filing) | |
| 2025-10-22 | Article summary | Director reported merger-related conversion; disposal of Veritex shares per merger mechanics |
Merger treatment of director RSUs/options:
- All director RSUs (vested/unvested) converted into Huntington shares at exchange ratio 1.95; performance-based conditions deemed achieved at target for applicable awards per merger terms .
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation (2025) | 33,047,446 | 5,638,563 | 58,152 | 4,600,760 |
- 2025 Omnibus Incentive Plan approval: For 37,645,326; Against 1,009,659; Abstain 89,176; Broker non-votes 4,600,760 .
- Shareholder engagement with top holders (>60% outstanding) in 2024; feedback supported increased performance-based LTI .
Equity Ownership & Alignment
- Director stock ownership guidelines are adopted (companywide), though specific multiples for directors not disclosed in proxy; executive officer guidelines exist separately .
- Hedging and pledging prohibited for directors; aligns with investor protection norms .
Related Party Transactions & Conflicts
- Company reports ordinary-course banking relationships with officers/directors and affiliates (loans, deposits) on market terms; aggregate loans outstanding ~$36.2 million and unfunded commitments ~$11.8 million as of December 31, 2024; no related person loans categorized as problem loans as of April 29, 2025. No April Box-specific related party transaction disclosures identified .
- Independence determination considered commercial transactions and prior affiliations; Board concluded independence (except CEO) .
Governance Assessment
- Strengths: Independent director; service on key oversight committees (Governance & Nominating and Risk); good attendance; robust director resignation policy and investor outreach; anti-hedging/pledging and clawback policies; no disclosed conflicts or interlocks involving April Box .
- Compensation alignment: Modest director cash retainer plus small RSU grant; RSUs time-based with minimum vesting period; limited perquisites at the director level; policy features prohibit dividend equivalents on unvested awards .
- RED FLAGS: None specifically disclosed for April Box. Aggregate related-party banking exposure exists but on market terms; say-on-pay support solid; no pledging/hedging allowed .