Gregory B. Morrison
About Gregory B. Morrison
Independent director of Veritex Holdings, Inc. (VBTX); age 65; on the Veritex board since 2019 and the Bank’s board since December 2018. Former Senior Vice President and Corporate CIO of Cox Enterprises (2002–Jan 2020); prior roles include COO of RealEstate.com (2000) and technology leadership at Prudential Financial (1989–2002); commissioned U.S. Army officer (1982–1989). Education: B.S. in Mathematics and Physics (South Carolina State University) and M.S. in Industrial Engineering (Northwestern University). The Board classifies Mr. Morrison as independent under Nasdaq standards; he participated in shareholder engagement initiatives in 2024.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | SVP & Corporate Chief Information Officer | Feb 2002 – Jan 2020 | Led large-scale business transformations and technology deployments; recognized among top-performing CIOs for innovation and transformation. |
| RealEstate.com (now part of Zillow) | Executive Vice President & Chief Operating Officer | 2000 | Operating leadership in online real estate. |
| Prudential Financial, Inc. | Information & Technology leadership roles | 1989 – 2002 | Senior technology leadership at a global financial services company. |
| U.S. Army | Commissioned Officer | 1982 – 1989 | Military leadership experience. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Rollins, Inc. | Director | Since 2021 | Public company board service. |
| Veritiv Corp. | Director | Since 2021 | Public company board service. |
Board Governance
- Committee assignments and roles:
- Corporate Governance & Nominating Committee: Chair; met 4 times in 2024.
- Audit Committee: Member; met 8 times in 2024.
- Independence: The Board determined all directors and nominees except the CEO are independent; Mr. Morrison is independent.
- Attendance: Board met 8 times in 2024; each director participated in 75% or more of Board and relevant committee meetings; all directors attended the 2024 annual meeting.
- Lead Independent Director: Mark C. Griege (not Morrison); executive sessions of independent directors occur at each regular Board meeting.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $124,750 | Aggregate cash for Company and Bank board service; directors may elect additional RSUs in lieu of cash. |
| Stock Awards (RSUs, grant-date fair value) | $15,765 | Time-based RSUs issued by the Company; ASC 718 fair value. |
| Total | $140,515 | Sum of cash and stock award values. |
Director compensation policy (structure):
- Annual cash retainer for non-employee directors: $30,000; committee chair additional retainer: $28,000; committee membership retainer: $7,000; Lead Independent Director additional retainer: $50,000.
Performance Compensation
| Element | Design | Vesting/Terms | Notes |
|---|---|---|---|
| Director Equity Awards | Time-based RSUs | For non-employee directors, one-year minimum vesting, satisfied if vesting occurs at the first annual shareholders’ meeting ≥50 weeks after grant; no dividends on unvested awards and no voting rights prior to vesting. | |
| Performance Conditions | None for director RSUs | Performance-based awards and metrics are for executives (e.g., EPS, ROAA, ROATCE, TSR); not applied to director compensation. |
Clawback and shareholder protections:
- Company maintains a clawback policy compliant with Nasdaq Rule 5608; equity awards subject to recovery; Equity Plan prohibits option/SAR repricing and discounted grants; no dividends on unvested awards.
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Rollins, Inc. | Director | No Veritex-related interlocks disclosed. |
| Veritiv Corp. | Director | No Veritex-related interlocks disclosed. |
Related party transactions:
- Ordinary-course banking relationships with officers/directors/families (deposits, loans) on market terms; ~$36.2mm of loans outstanding and ~$11.8mm unfunded commitments to such persons as of 12/31/2024; none were nonaccrual, past due, restructured or potential problem loans as of 4/29/2025; prior approval/oversight under Related Person Transactions Policy by the Audit Committee. (Not specified per individual.)
Expertise & Qualifications
- Technology and cybersecurity oversight: Former Corporate CIO with large-scale transformation experience; sits on Audit and chairs Corporate Governance & Nominating—relevant to risk and governance oversight.
- Financial services exposure: Prior technology leadership at Prudential; board experience at two public companies.
- Education: STEM and engineering degrees.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Gregory B. Morrison | 30,309 | <1% | Based on 54,501,432 shares outstanding as of 4/28/2025. |
Ownership alignment policies:
- Stock ownership guidelines adopted for directors and executives (director multiples not specified in proxy).
- Hedging and pledging prohibited for directors and executive officers; no shares may be held in margin accounts or pledged as collateral.
Governance Assessment
- Strengths: Independent director leading Corporate Governance & Nominating; Audit Committee membership supports financial controls oversight; consistent attendance; active shareholder engagement; robust clawback and anti-repricing protections; prohibition on hedging/pledging enhances alignment.
- Alignment: Modest equity component via time-based RSUs and ability to take RSUs in lieu of cash; ownership stake of 30,309 shares provides some skin-in-the-game, though <1% of outstanding.
- Potential watch items:
- Ordinary-course insider lending exists at the aggregate level; while conducted on market terms and overseen by policy/Audit Committee, specific individual exposure is not disclosed—monitor for any future related-party detail changes.
- Corporate aircraft personal use is permitted for directors in limited circumstances (incremental cost charged); while not attributed to Mr. Morrison in 2024 data, such privileges can present optics risks—ensure continued policy discipline.
Overall, Morrison’s technology and governance credentials, committee leadership, independence, and engagement support Board effectiveness; existing policies mitigate common governance risks. Continuous monitoring of related-party banking relationships and perquisite usage remains prudent for investor confidence.