Blake Bozman
About Blake Bozman
Blake Bozman, age 54, is an independent director of Veritex Holdings (VBTX). He has served on the Board since 2020, previously serving from 2009 to 2018 and as a Board advisor in 2019; he chairs the Compensation Committee. Bozman is Managing Director of Freedom Truck Finance and oversees Prattco International, Inc.; he co-founded Drive Financial Services (subprime auto finance) and served as EVP of Sales and Originations (1995–2006). He holds a BA in Marketing from Southern Methodist University (1993) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veritex Holdings, Inc. | Director | 2009–2018; 2020–present | Compensation Committee Chair (2024–2025) |
| Veritex Holdings, Inc. | Board Advisor | 2019 | Supported Board transition post prior service |
| Drive Financial Services | Co‑Founder; EVP Sales & Originations | 1995–2006 | Built consumer finance platform in subprime auto finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freedom Truck Finance | Managing Director | Current | Private secondary lending provider in truck finance (Dallas) |
| Prattco International, Inc. | Oversees Operations | Current | Family-owned; real estate investments and oil & gas properties |
Board Governance
- Committee assignments: Compensation Committee Chair; not listed on Audit, Corporate Governance & Nominating, or Risk committees .
- Independence: Board determined all directors except the CEO are independent; Compensation Committee comprised exclusively of independent, non‑employee directors .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
- Engagement: Participated in shareholder outreach alongside other independent directors, with feedback informing succession disclosures and increased performance‑based LTI mix .
| Governance Metric | Value |
|---|---|
| Compensation Committee meetings (2024) | 5 |
| Board meetings (2024) | 8 |
| Individual attendance threshold | ≥75% of Board and committee meetings |
| Independence status | Independent under Nasdaq |
Fixed Compensation
- Policy: Non‑employee directors receive a $30,000 cash retainer; Lead Independent Director gets $50,000 additional; chairs of Audit/Compensation/CG&N/Risk receive $28,000 additional; committee membership retainer $7,000 per committee; directors may elect RSUs in lieu of cash .
- Actual (2024): Bozman received $70,833 in cash fees and $35,740 in stock awards (time‑based RSUs), total $106,573 .
| Component | Amount ($) |
|---|---|
| Cash fees (2024) | 70,833 |
| Stock awards (RSUs, grant date fair value) | 35,740 |
| Total | 106,573 |
| Director Compensation Policy Elements | Amount ($) |
|---|---|
| Annual cash retainer (non‑employee director) | 30,000 |
| Lead Independent Director additional retainer | 50,000 |
| Committee chair additional retainer (Audit/Comp/CG&N/Risk) | 28,000 |
| Committee membership retainer (per committee) | 7,000 |
| RSU alternative (in lieu of cash) | Available per policy |
Performance Compensation
- Director equity: Annual time‑based RSUs; Bozman’s 2024 RSU grant date fair value was $35,740 .
- Oversight of executive pay: As Compensation Chair, Bozman oversees a program emphasizing PSUs (60%) and RSUs (40%) for NEOs, with PSUs tied to relative ROATCE and PTPP ROAA vs KRX, plus a relative TSR modifier (80%–120%) over three years; one‑year minimum vesting and strong shareholder protections in the equity plan .
- 2022 PSU results (performance period 2022–2024): Overall vested at 92.8%; ROTCE 48th percentile → 96% achievement → 76.8% after TSR modifier; PTPP ROAA 68th percentile → 136% achievement → 108.8% after TSR modifier .
| Executive LTI Design (Bozman oversees) | Weighting | Performance Metrics | Vesting |
|---|---|---|---|
| PSUs | 60% of shares | ROATCE (50%), PTPP ROAA (50%) vs KRX; rTSR modifier 80%–120% | 3‑year cliff if goals met |
| RSUs | 40% of shares | Time‑based | 3‑year pro rata |
| 2022–2024 PSU Outcomes | Percentile | Achievement | TSR Modifier | Final Payout |
|---|---|---|---|---|
| ROATCE vs KRX | 48th | 96% | −20% (TSR ≤25th percentile) | 76.8% |
| PTPP ROAA vs KRX | 68th | 136% | −20% (TSR ≤25th percentile) | 108.8% |
| Total 2022 PSUs vested | — | — | — | 92.8% |
Compensation governance safeguards: annual say‑on‑pay, clawback policy, independent consultant, double‑trigger CoC severance; no option repricing, no hedging/short sales or pledging, no tax gross‑ups, no dividends on unearned awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: During 2024, Bozman (with Bolin, Griege, Fallon) served on the Compensation Committee; none were officers/employees; no related‑person transactions requiring disclosure; no reciprocal board/comp committee overlaps by Company executives at other issuers .
| Committee | Members | Interlock/Insider Participation |
|---|---|---|
| Compensation | Bozman (Chair), Bolin, Fallon, Griege | None disclosed per proxy |
Expertise & Qualifications
- Consumer finance and specialty lending: Co‑founded and operated subprime auto finance platform; currently leads truck finance secondary lending; expertise relevant to incentive design and risk oversight in lending businesses .
- Real assets and energy exposure: Oversees real estate and oil & gas property investments (Prattco) .
- Education: BA in Marketing, Southern Methodist University (1993) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Breakdown |
|---|---|---|---|
| Blake Bozman | 122,944 | <1% (outstanding shares 54,501,432) | 95,639 direct; 27,305 via Bozman DFS Partnership (controlled by Bozman) |
Governance policies: Directors subject to stock ownership guidelines (company states guidelines for directors and executives) ; hedging, short sales, and pledging prohibited .
Governance Assessment
- Signals of effectiveness: Independent director chairing Compensation; active shareholder engagement; attendance thresholds met; governance architecture includes lead independent director, executive sessions, annual evaluations, and robust compensation safeguards (clawback, double‑trigger, no repricing/pledging) .
- Alignment: Director compensation includes time‑based RSUs and option to elect RSUs in lieu of cash; Bozman holds 122,944 shares, providing skin‑in‑the‑game albeit <1% individually .
- Potential conflicts/related‑party exposure: Company discloses ordinary‑course loans with insiders totaling ~$36.2 million outstanding and ~$11.8 million unfunded commitments as of Dec 31, 2024, on market terms; no specific Bozman transaction disclosed; oversight lies with Audit Committee and conflict‑of‑interest policies .
- Perquisites watch: Corporate aircraft personal use permitted for executive officers and directors in limited circumstances; incremental costs booked; continued monitoring recommended for director use frequency/amounts .
- RED FLAGS
- Related‑party loans with insiders (aggregate level; continue to monitor individual exposures) .
- TSR below 25th percentile applying negative modifier to PSU payouts; while governance‑aligned, performance trend requires scrutiny by the Compensation Committee chaired by Bozman .
- Corporate aircraft personal use permitted; ensure minimal use by directors and clear business justification .