John T. Sughrue
About John T. Sughrue
Independent director of Veritex Holdings, Inc. since 2009 (age 64). Chairman of FIG Enterprises, Inc. (Fashion Industry Gallery) and Director/CEO of Brook Partners, Inc., a diversified Dallas real estate firm he founded in 1994. Earlier roles include advisory board member for Colonial Bank (Texas Region, 2007–2009), associate at Merrill Lynch Capital Markets (1987–1989), and Real Estate Lending Officer at Chemical Bank (1983–1985). Education: BA in Economics, Harvard College (1982); MBA, Amos Tuck School of Business at Dartmouth (1988). His significant business experience and community involvement underpin his board credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brook Partners, Inc. | Director and Chief Executive Officer; Founder | 1994–Present | Diversified real estate execution and leadership |
| FIG Enterprises, Inc. (Fashion Industry Gallery) | Chairman | Current | Wholesale fashion venue leadership |
| Colonial Bank (Texas Region) | Advisory Board Member | 2007–2009 | Regional banking advisory |
| Merrill Lynch Capital Markets | Associate | 1987–1989 | Capital markets experience |
| Chemical Bank | Real Estate Lending Officer | 1983–1985 | Credit and lending expertise |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Brook Partners, Inc. | CEO/Director | No | Private diversified real estate firm |
| FIG Enterprises, Inc. | Chairman | No | Private parent of Fashion Industry Gallery |
No other public company directorships disclosed for Sughrue in the proxy .
Board Governance
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Corporate Governance & Nominating | Member | Gregory B. Morrison | 4 |
| Risk | Member | William E. Fallon | 6 |
- Independence: Board determined all directors except the CEO (C. Malcolm Holland III) are independent under Nasdaq rules; Sughrue qualifies as independent .
- Attendance: Board met 8 times in 2024; each director attended ≥75% of Board and relevant committee meetings; all directors were in attendance at the 2024 annual meeting .
- Lead Independent Director: Mark C. Griege .
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting .
- Shareholder engagement: Independent directors (including Sughrue) participated in direct shareholder discussions in 2023; feedback incorporated by Corporate Governance & Nominating and the Board .
Fixed Compensation
Director pay structure in 2024: $30,000 base cash retainer; $50,000 additional for Lead Independent Director; $28,000 additional for committee chairs; $7,000 per committee membership; directors may elect RSUs in lieu of cash; director stock awards are time-based RSUs .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 | $105,500 |
| Stock Awards – RSUs ($, grant-date fair value) | $137,500 | $99,325 | $32,793 |
| Total ($) | $137,500 | $99,325 | $138,293 |
Compensation mix signals:
- Shift from stock-only elections in 2022–2023 to mixed cash+equity in 2024, aligning with committee service loads and standard retainer design .
Performance Compensation
| Director Equity Award Type | Vesting | Performance Metrics |
|---|---|---|
| Time-based RSUs (Directors) | Time-based; no performance condition | None; directors can elect RSUs in lieu of cash; all director stock awards shown are time-based RSUs |
Performance-based metrics (e.g., ROATCE, PTPP ROAA, TSR modifiers) apply to NEO long-term incentives, not to non-employee director grants .
Other Directorships & Interlocks
- Compensation Committee Interlocks: 2024 Compensation Committee members were Pat S. Bolin, Blake Bozman, Mark C. Griege, and William E. Fallon; none engaged in related person transactions requiring disclosure; Sughrue is not on the Compensation Committee .
- Committee independence: All members of principal standing committees (Audit, Compensation, Corporate Governance & Nominating, and Risk) are independent .
Expertise & Qualifications
- Real estate operations and lending expertise (CEO of Brook Partners; former lending officer at Chemical Bank) .
- Capital markets exposure (Merrill Lynch Capital Markets associate) .
- Governance and nomination experience via Corporate Governance & Nominating Committee membership .
- Risk oversight experience via Risk Committee membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Breakdown |
|---|---|---|---|
| John T. Sughrue | 70,756 | <1% | 62,643 individual; 7,208 spouse; 905 son |
- Ownership table based on 54,501,432 shares outstanding as of April 28, 2025 .
- Stock ownership guidelines for directors and executives are in place; company prohibits hedging, short sales, and pledging by executive officers and directors .
Related-Party Exposure and Policies
- Ordinary course banking relationships: As of Dec 31, 2024, ~$36.2 million of loans outstanding to officers, directors, principal shareholders, immediate family members and affiliates; ~$11.8 million in unfunded commitments; none categorized as nonaccrual, past due, restructured or potential problem loans as of Apr 29, 2025 .
- Review and approval: Written Related Person Transactions Policy requires Audit Committee pre-approval or ratification; considers independence impacts, comparability, and fairness; Regulation O and Fed Sections 23A/23B compliance .
No specific related-person transaction disclosures naming Sughrue beyond ordinary banking relationships; independence review explicitly considers director commercial relationships and beneficial ownership .
Say-on-Pay & Shareholder Feedback
| Year | Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Say-on-Pay (NEO Compensation) | 33,047,446 | 5,638,563 | 58,152 | 4,600,760 |
| 2024 | Say-on-Pay (NEO Compensation) | 35,366,276 | 8,398,462 | 187,667 | 4,127,887 |
- 2023/2025 engagement: Corporate Governance & Nominating Committee and Board incorporated shareholder feedback; independent directors participated directly (incl. Sughrue in 2023) .
Compensation Committee Analysis (Board-level context)
- Members: Blake Bozman (Chair), Pat S. Bolin, William E. Fallon, Mark C. Griege; all independent and non-employee directors .
- Consultant: Pearl Meyer engaged as independent compensation consultant; committee determined independence in 2024 .
- Peer group benchmarking: Regional bank peer set used for competitive alignment (ABCB, IBTX, TRMK, TOWN, CVBF, HTH, SFBS, SBCF, EFSC, FFIN, FBK, FBNC, STEL, NBHC, OBK); pay targets around 50th percentile with performance-based variability .
Governance Assessment
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Positives:
- Independent director with long tenure and domain expertise; active service on governance and risk oversight committees .
- Strong attendance and participation; presence at annual meeting signals engagement .
- Ownership alignment via direct and family holdings; company-level prohibition on hedging/pledging strengthens alignment .
- Committee independence, executive sessions, and robust related-party transaction controls mitigate conflicts .
-
Watchpoints / RED FLAGS:
- Ordinary course director/officer loan relationships are present at the company level; continued monitoring warranted for any transactions involving entities affiliated with Sughrue (none specifically disclosed) .
- Director equity grants are time-based RSUs (no performance conditions); pay-for-performance signals rely more on committee oversight than incentive design for directors .
-
Signals affecting investor confidence:
- Board maintained independence across key committees (Audit/Compensation/Governance/Risk) and demonstrated active shareholder engagement; 2025 say-on-pay passed with substantial support, indicating alignment with investor expectations .