C. Malcolm Holland, III
About C. Malcolm Holland, III
C. Malcolm Holland, III is Chairman of the Board and Chief Executive Officer of Veritex Holdings, Inc., which he founded in 2009 after serving in analyst, lending, and executive roles in Dallas-area banks from 1982 to 2009; he holds a BBA from Southern Methodist University and is age 65 as of the 2025 proxy . FY2024 performance metrics used by Veritex include diluted EPS of $1.95, TSR value of $119.3 versus KRX $118.3, PTPP ROAA of 1.37%, and operating ROATCE of 10.10% . Pay-versus-performance disclosures show FY2024 net income of $107.2 million and diluted EPS of $1.95, aligning compensation actually paid with TSR and earnings trends .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Veritex Holdings, Inc. | Founder; Chairman & CEO | 2009–present | Built and led regional bank through growth, acquisitions, and strategy execution |
| Dallas-area banks | Analyst, lending, executive positions | 1982–2009 | Deep market and credit experience across Dallas banking market |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cannae Holdings, Inc. | Board member (public company) | Current | Information flow and network across diversified holding company; potential interlocks to monitor |
| United States Golf Association | Executive Committee member | 2013–2018 | Governance and leadership experience |
| Texas Golf Association | Past President | Not stated | Community leadership |
| Watermark Community Church | Chairman, business advisory committee | Current | Advisory leadership |
| College Golf Fellowship | Chairman | 2002–2013 | Organizational stewardship |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 850,000 | 100% target; paid 98.5% of target | 837,250 | Scorecard payout 98.5% without discretion |
| 2023 | 800,000 | 100% | 480,000 | Scorecard payout 35.1% + 4.9% discretion = 40% |
| 2022 | 800,000 | Not disclosed | 671,200 | Summary Compensation Table amounts |
Performance Compensation
Annual Incentive – 2023 Balanced Scorecard
| Metric | Weighting | Target | Actual | Payout Impact | Vesting |
|---|---|---|---|---|---|
| Earnings Per Share (Operating) | 30% | $3.50 | $2.61 | Below threshold; reduced payout | Cash (paid in 2024) |
| Tangible Book Value Growth (ex-AOCI) | 15% | $21.56 | $20.11 | Below threshold; reduced payout | Cash |
| Credit Quality – NPA/Assets | 10% | 0.40% | 0.52% | Below target | Cash |
| Credit Quality – Classified/Loans | 10% | 2.50% | 2.57% | Slight miss | Cash |
| Organic Non-Wholesale Deposit Growth | 25% | 10.0% | 6.3% | Below target | Cash |
| Individual Management Goals | 10% | Qualitative | 100% | Full payout for IMGs | Cash |
| CEO Total Payout | — | 100% target | 40% of salary ($320,000) | Formulaic 35.1% + 4.9% discretion | Cash |
Long-Term Incentives – Structure and Recent Grants
| Element | Weight | Design | Vesting |
|---|---|---|---|
| PSUs (KRX-relative ROATCE 50%, PTPP ROAA 50%; TSR ±20% modifier) | 60% starting 2024 | Earn 0–150% vs KRX percentiles; TSR modifier 80–120% | 3-year cliff (e.g., 2024 grant vests 1/1/2027) |
| RSUs (time-based) | 40% starting 2024 | Time-based retention awards; specific graded or cliff schedules | Typically 3-year pro rata or defined schedule |
2024 LTI grants (grant date Feb 1, 2024):
| Grant | Valuation Basis | Units |
|---|---|---|
| PSUs (110% of target: $686,400 at $18.84 Monte Carlo) | Monte Carlo | 36,434 |
| RSUs (110% of target: $457,600 at $21.95 VWAP) | 20-day VWAP | 20,848 |
2022 PSU results (performance period Jan 1, 2022–Dec 31, 2024): ROTCE earned 5,032 units; PTPP ROAA earned 7,130 units for Holland; committee vested total at 92.8% across metrics with TSR modifier applied (ROTCE payout 76.8%; PTPP ROAA payout 108.8%) .
Option Exercises and RSU Vesting (2024)
| Options Exercised (#) | Value Realized ($) | RSUs Vested (#) | Value Realized ($) | |
|---|---|---|---|---|
| C. Malcolm Holland, III | 12,777 | 173,895 | 62,221 | 1,295,363 |
Equity Ownership & Alignment
Beneficial Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Components |
|---|---|---|---|
| Mar 28, 2024 | 422,966 | <1% | 215,035 direct; 5,750 FLP; 10,000 IRA; 192,181 stock options |
| Apr 28, 2025 | 437,291 | <1% | 232,137 direct; 5,750 FLP; 10,000 IRA; 189,404 options |
Outstanding Equity Awards (selected as of Dec 31, 2024)
| Instrument | Detail | Quantity / Strike / Expiry |
|---|---|---|
| Options (exercisable) | Multiple annual grants | e.g., 12,379 @ $16.21 exp 1/1/2026; 9,375 @ $26.71 exp 1/1/2027; 63,642 @ $29.13 exp 1/1/2030 |
| Unvested RSUs | Retention and annual grants | 85,000 cliff vest 6/11/2025; 120,000 graded vest 7/1/2023–7/1/2028; 20,848 and 36,434 PSU/RSU from 2024 grants |
Stock ownership guidelines: CEO must hold 5x base salary; NEOs 3x; shares counted include owned and RSUs; options and unvested PSUs do not count. As of Dec 31, 2024, all NEOs were within guidelines except Dom Karaba . Hedging and pledging of company securities are prohibited for executives and directors; shares may not be held in margin accounts or pledged as collateral .
Insider trading plan: Holland adopted a Rule 10b5-1 plan effective June 21, 2019 to orderly sell 10,000 vested shares over ~12 months; company disclosed adherence to guidelines and continued significant holdings .
Employment Terms
Severance and Change-in-Control Guidelines (structure)
| Position | No CIC: Base Salary | No CIC: Annual Incentive | No CIC: Health/Welfare | CIC within 24 months: Base Salary | CIC: Annual Incentive | CIC: Health/Welfare |
|---|---|---|---|---|---|---|
| CEO | 24 months | 2x average prior 2 years | Lump sum 12 months COBRA | 36 months | 3x average prior 2 years | Lump sum 18 months COBRA |
Double-trigger protection applies (change in control followed by qualifying termination), with LTI governed by award agreements; unassumed awards can be fully vested with performance deemed at target per plan terms .
Potential Payments as of Valuation Dates
| Scenario (valuation date close price) | Severance ($) | RSUs/PSUs accelerated ($) | Options ($) | Outplacement & Healthcare ($) |
|---|---|---|---|---|
| Dec 31, 2023 ($23.27) – No CIC | 2,751,200 | 7,046,968 | 16,600 | 20,546 |
| Dec 31, 2023 ($23.27) – With CIC | 3,840,000 | 7,046,968 | 16,600 | 30,820 |
| Dec 31, 2024 ($26.96) – No CIC | 3,017,250 | 8,213,283 | 634,895 | 23,385 |
| Dec 31, 2024 ($26.96) – With CIC | 5,061,750 | 8,213,283 | 634,895 | 35,078 |
Clawback policy compliant with Nasdaq Rule 5608; allows recovery for restatements and remedial actions for misconduct, excessive risk-taking, or policy violations . Company discloses “We do not have tax gross ups” and prohibits repricing without shareholder approval .
Board Governance
- Dual role: CEO and Chairman; Board prefers flexibility and currently believes combined role is in shareholders’ best interests, mitigated by a strong Lead Independent Director and independent committee chairs .
- Lead Independent Director: Mark C. Griege; presides over executive sessions, liaises with Chair, consults on agendas/strategy .
- Committee memberships: Holland is not listed on standing Board committees; independent directors populate Audit, Compensation, Corporate Governance & Nominating, and Risk committees .
- Director independence: All directors except Mr. Holland are independent under Nasdaq standards .
- Board meeting attendance: Each director attended at least 75% of Board and committee meetings in 2023 .
Director Compensation
- Employee directors (including the CEO) receive no director fees; non-employee directors in 2024 received: $30,000 base cash retainer; $50,000 for Lead Independent Director; $28,000 for committee chairs; $7,000 per committee membership; RSUs issued in lieu of or in addition to cash per policy .
Compensation Structure Analysis
- LTI mix increased to 60% PSUs / 40% RSUs beginning with 2024 grants after shareholder outreach, improving pay-for-performance alignment versus prior 50/50 split .
- 2023 say-on-pay support was 12.9%, prompting engagement and program changes; new consultant Pearl Meyer retained; more detailed disclosures and increased performance-equity weighting implemented .
- 2022 one-time retention RSUs for succession planning vest over six years for Holland: 10% on 7/1/2023, 10% on 7/1/2024, 10% on 7/1/2025, 20% on 7/1/2026, 20% on 7/1/2027, 30% on 7/1/2028; no accelerated vesting for early retirement, reinforcing retention .
- Annual incentive 2024 payout was formulaic 98.5% of target; 2023 payout reduced to 40% amid sector stress, indicating discipline and risk-awareness in variable pay .
Equity Award Vesting Schedules (selected)
- 2020 RSUs: cliff vest June 11, 2025 .
- 2022 PSUs: vest Jan 1, 2025 subject to KRX-relative performance .
- 2023 PSUs: vest Jan 1, 2026 subject to KRX-relative performance .
- 2024 PSUs: vest Jan 1, 2027 subject to KRX-relative performance .
- 2022 one-time retention RSUs (succession planning): graded vest 2023–2028 as above .
Compensation Peer Group and Benchmarking
- Peer group includes regional banks such as EFSC, FBK, HTH, IBTX, NBHC, OBK, SBCF, SFBS, STEL, TOWN; target pay generally approximates the 50th percentile with upside for outperformance .
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay approval: 12.9% of votes cast; engagement with top 25 shareholders (~64.8% of outstanding) and proxy advisors; program changes implemented (LTI mix, disclosure enhancements) .
Related Party Transactions Policy
- Ordinary-course banking relationships exist with directors/executives, subject to Regulation O and related-party policies requiring Audit Committee approval and market terms; ~$30.1 million related loans outstanding as of Dec 31, 2023, none classified as problem loans .
Risk Indicators & Red Flags
- Dual CEO/Chairman role mitigated by Lead Independent Director and committee structure .
- 2023 low say-on-pay support reflects prior concerns; remediation actions noted .
- No hedging or pledging permitted; no tax gross-ups; no option repricing without shareholder approval, reducing alignment risk .
Equity Ownership & Director Service Implications
- Beneficial ownership is <1%; significant unvested RSUs and options create ongoing vesting and potential Form 4 activity; ownership guidelines met for CEO .
- Board service: Holland is a management director; independence concerns addressed via lead independent director, executive sessions, and independent committee oversight .
Investment Implications
- Retention and double-trigger CIC protections suggest significant cost upon leadership change; CEO CIC package rose with 2024 valuation, implying higher potential transaction costs in M&A scenarios .
- Shift to 60% PSUs indicates stronger alignment with performance; TSR, ROATCE, and PTPP ROAA drive PSU outcomes, with TSR modifier penalizing low relative returns—positive for investors seeking discipline .
- 2023 low say-on-pay was a governance warning; the Board’s response (consultant change, LTI mix pivot, enhanced disclosure) reduces pay inflation risk and improves oversight credibility .
- Prohibition on hedging/pledging and robust clawback lower alignment risks; CEO meets ownership guidelines, supporting “skin in the game” despite <1% beneficial stake .