Gordon Huddleston
About Gordon Huddleston
Independent director at Veritex Holdings, Inc. (VBTX); age 42; current VBTX director since 2020 (prior board service 2017–2018 and board advisor in 2019). Partner and Co‑President at Aethon Energy since 2013; previously Aethon’s Chief Investment Officer (2010–Sept 2013). B.S. in Engineering Science from Vanderbilt University. Independent under Nasdaq standards; the Board disclosed all directors except the CEO are independent and each director met at least 75% attendance thresholds in 2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aethon Energy | Chief Investment Officer | 2010–Sep 2013 | Investment leadership in upstream O&G |
| Veritex Holdings, Inc. | Director | 2017–2018 | Returned as director; advisor in 2019 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aethon Energy (private) | Partner; Co‑President | 2013–present | Private energy investment firm; no public company board disclosed |
Board Governance
- Committee memberships: Audit Committee member (not chair). Other standing committees for VBTX: Compensation, Corporate Governance & Nominating, Risk. Audit Committee met eight times in 2024 .
- Independence: Determined independent by the Board under Nasdaq rules (all directors except the CEO are independent) .
- Attendance and engagement: Board met eight times in 2024; each director participated in ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Board leadership and executive sessions: Lead Independent Director is Mark C. Griege; independent directors hold executive sessions at each regular Board meeting .
- Stock ownership guidelines: The company has adopted stock ownership guidelines for directors and executives (details for directors not specified in proxy) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash retainer | $65,000 | Aggregate cash for service on holding company and bank boards, and committee service |
| Equity (RSUs grant-date fair value) | $32,793 | Time‑based RSUs; aggregate grant-date fair value under ASC 718 |
| Total | $97,793 | Sum of cash and RSU grant value |
- Director compensation policy: Non‑employee directors receive $30,000 base cash retainer; committee chairs receive $28,000 additional; Lead Independent Director receives $50,000 additional; committee members receive $7,000 additional. Directors may elect RSUs in lieu of cash; RSUs are time‑based .
- Meeting fees: Not disclosed; policy highlights retainers rather than per‑meeting fees .
Performance Compensation
- Structure: Director equity grants are time‑based RSUs; no performance‑based metrics tied to director compensation disclosed. Minimum one‑year vesting applies, with allowance for vesting at the first annual meeting following grant if ≥50 weeks from grant date .
- Clawback and change‑in‑control: Awards subject to the company’s Compensation Recovery (clawback) policy and Equity Plan terms; unassumed awards can vest on change‑in‑control at target; no dividends paid on unvested awards .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| None disclosed | Public company | — | No public company directorships disclosed for Huddleston |
| Aethon Energy | Private | Partner; Co‑President | Energy investment affiliation; no specific related‑party transactions with VBTX disclosed |
Expertise & Qualifications
- Energy investment leadership and engineering background supportive of credit/risk oversight; Audit Committee membership indicates financial literacy requirements met at the committee level (all members able to read fundamental financial statements) .
- Education: Vanderbilt University, B.S. Engineering Science .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Detail |
|---|---|---|---|
| Gordon Huddleston | 38,705 | <1% | Includes 38,605 shares held directly and 100 shares in an IRA; company had 54,501,432 shares outstanding as of Apr 28, 2025 |
- Pledging/Hedging: Company policy prohibits hedging and pledging of company stock by directors and executive officers; no pledging by Huddleston disclosed in the proxy .
- Ownership guidelines: Directors subject to stock ownership guidelines (specific multiple not disclosed); compliance status for individual directors not provided in proxy .
Governance Assessment
- Committee effectiveness: Placement on Audit Committee aligns with his analytical background; committee met eight times in 2024, indicating active oversight .
- Independence and attendance: Independent under Nasdaq; ≥75% attendance; attendance at annual meeting supports engagement .
- Compensation alignment: Mix of cash and time‑based RSUs ($65,000 cash; $32,793 RSUs in 2024) suggests alignment with shareholder value without performance conditions typical for directors; ability to elect RSUs in lieu of cash increases equity alignment .
- Related‑party exposure: Bank discloses ordinary‑course loans and commitments to officers/directors and affiliates totaling ~$36.2 million outstanding and ~$11.8 million unfunded at year‑end 2024, none categorized as problem loans; no individual‑level disclosure for Huddleston or any transaction with Aethon Energy is provided—monitor for any energy‑sector lending where his affiliation could pose perceived conflicts .
- Policies and safeguards: Robust governance practices include executive sessions, stock ownership guidelines, clawback, prohibition on hedging/pledging, and independent committee composition; Audit Committee pre‑approves auditor services and confirmed auditor independence .
- RED FLAGS to monitor:
- Ordinary‑course director loans: While customary in banking, aggregate related‑party lending warrants periodic review of credit terms vs. third‑party comparables .
- Personal aircraft use: Company allows executives and directors limited personal use of corporate aircraft; though incremental cost is charged, such perquisites can be viewed unfavorably by some investors if material or recurring .
Overall, Huddleston appears to meet independence and engagement expectations with an Audit Committee role and equity participation; no specific related‑party transactions are disclosed for him, but his energy‑sector affiliation warrants routine conflict monitoring given VBTX’s lending activities .