Arcilia Acosta
About Arcilia Acosta
Arcilia Acosta, age 58, has served on Veritex Holdings, Inc.’s board since February 2021 and is classified as an independent director under Nasdaq standards . She is President & CEO of CARCON Industries & Construction and CEO/controlling principal of STL Engineers, and brings more than 16 years of public company board experience; current public boards include Vistra Corp. and Magnolia Oil & Gas, alongside significant civic leadership in Texas . Her education includes a BA from Texas Tech University, Board Director Certification from SMU Southwest School of Banking, and the Harvard Business School Corporate Governance Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LegacyTexas Financial Group, Inc. (bank, now part of Prosperity Bank) | Director | — | Six years of board service prior to integration into Prosperity Bank |
| Energy Future Holdings Corporation | Director | — | Ten years of board service in electric transmission, distribution, generation, and retail operations |
| BBVA Compass (national advisory board) | Advisory Board Member | — | Advisory role to global financial services company |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Vistra Corp. | Director | Current | Public company in retail and electric power generation |
| Magnolia Oil & Gas | Director | Current | Public company in oil & gas exploration and development |
| Texas Tech University System | Regent | Current | Appointed to six-year term by Gov. Greg Abbott |
| Communities Foundation of Texas | Director | Current | Board service |
| Texas Institute for Women in Leadership | Co-Chairman | Current | Leadership role |
| Dallas Citizens Council | Chairman | Current | Chair position |
Board Governance
- Committee assignments: Audit Committee (member) and Corporate Governance & Nominating Committee (member); not a chair .
- Audit Committee: Members are Acosta, Huddleston, Lerner (Chair), Morrison; met eight times in 2024 .
- Corporate Governance & Nominating Committee: Members are Acosta, Box, Griege, Morrison (Chair), Sughrue; met four times in 2024 .
- Independence: Board determined all directors except the CEO are independent; all principal standing committees are fully independent .
- Attendance: Each director participated in 75% or more of Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Shareholder support (2025 annual election): Votes for Acosta 37,173,867; votes withheld 1,570,294; broker non-votes 4,600,760 .
Fixed Compensation
- Director compensation policy (2024):
- Base cash retainer $30,000; Lead Independent Director retainer $50,000; committee chair retainer $28,000; committee membership retainer $7,000; directors can elect RSUs in lieu of cash .
| Component | Amount |
|---|---|
| Base cash retainer | $30,000 |
| Lead Independent Director cash retainer | $50,000 |
| Committee chair cash retainer | $28,000 |
| Committee membership cash retainer (per committee) | $7,000 |
- Acosta’s 2024 Director Compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Arcilia Acosta | 105,500 | 15,765 | 121,265 |
Performance Compensation
- Structure: Director equity awards are time-based RSUs (no performance metrics); grant-date fair value determined under ASC 718 .
| Equity Award Type | Grant-Date Fair Value ($) | Vesting Basis | Notes |
|---|---|---|---|
| RSUs (time-based) | 15,765 | Time-based (no performance metrics) | Valued under ASC 718 |
Other Directorships & Interlocks
| Company | Role | Potential Interlock with VBTX |
|---|---|---|
| Vistra Corp. | Director | No interlocks disclosed in proxy |
| Magnolia Oil & Gas | Director | No interlocks disclosed in proxy |
The proxy discloses Board-level review of related-person transactions and ordinary banking relationships but does not identify any Acosta-specific interlocks or transactions beyond standard policies .
Expertise & Qualifications
- CEO experience in construction and engineering (CARCON; STL Engineers) bringing operational and risk oversight perspective .
- Extensive public company board tenure across energy and financial services sectors .
- Governance credentials: SMU Southwest School of Banking Board Director Certification; Harvard Business School Corporate Governance Program .
- Civic and policy leadership roles (Dallas Citizens Council; Communities Foundation of Texas; Texas Tech Regent) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Arcilia Acosta | 58,536 | <1% | Based on 54,501,432 shares outstanding as of April 28, 2025 |
Governance Assessment
- Independence and engagement: Classified independent; served actively on two key governance-related committees; met attendance thresholds; audit committee met eight times in 2024, CG&N met four times .
- Shareholder support: Strong “for” vote totals in 2025 director election; Acosta received 37,173,867 votes for vs. 1,570,294 withheld .
- Compensation alignment: Director pay mix skews toward cash ($105,500 cash vs. $15,765 RSUs), with equity as time-based RSUs (no performance metrics) .
- Related-party and conflicts controls: Ordinary-course banking relationships exist with officers/directors and affiliates (aggregate ~$36.2MM loans outstanding and ~$11.8MM unfunded commitments as of 12/31/2024), reviewed under Regulation O and a Related Person Transactions Policy requiring Audit Committee approval; none were nonaccrual/past due/restructured/potential problem as of April 29, 2025 .
- Board governance practices: Executive sessions at each regular Board meeting; lead independent director and independent committee chairs; annual Board and committee evaluations; stock ownership guidelines for directors and executives noted (details not disclosed in cited sections) .
Red Flags to Monitor
- Cash-heavy director compensation relative to modest equity grants (time-based RSUs, no performance linkage) may limit direct pay-for-performance alignment for directors .
- Ongoing ordinary banking relationships with directors and affiliates warrant continued oversight, though current disclosure indicates market terms and no adverse classifications as of reporting date .