Manuel J. Mehos

About Manuel J. Mehos

Manuel J. Mehos, age 70, has served as an independent director of Veritex Holdings, Inc. (VBTX) since 2019. He is a Certified Public Accountant with a BBA and MBA from the University of Texas and previously founded and led Green Bank and Coastal Bancorp as Chairman and CEO, bringing deep banking and credit governance expertise to the board .

Past Roles

External Roles

No current public-company directorships or explicit interlocks with VBTX competitors/suppliers are disclosed for Mehos .

Board Governance

• Committee assignments: Risk Committee member; not a chair. Risk Committee met six times in 2024 and oversees ERM framework, risk appetite, and risk controls .
• Independence: Board determined all directors except the CEO are independent; the board reviewed ordinary-course loans and prior Green affiliation (Mehos and Ellis) and confirmed independence under Nasdaq standards .
• Attendance: Board met 8 times in 2024; each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting .
• Board leadership: CEO serves as Chair; Mark C. Griege is Lead Independent Director, presides over executive sessions and coordinates with the Chair .
• Governance practices: Executive sessions each regular meeting; director education; stock ownership guidelines in place for directors and executives (multiples for executives disclosed; director specifics not quantified) .

Fixed Compensation

Director pay structure (2024):

• Annual cash retainer: $30,000 per director; committee membership fee: $7,000 per committee; committee chair fee: $28,000; Lead Independent Director: $50,000; directors may elect RSUs instead of cash .
• Mehos 2024 director compensation: $105,500 cash; $15,765 stock awards (time-based RSUs); total $121,265 .

Notes:

• RSUs valued under ASC 718; expense assumptions per VBTX 2024 10-K Note 20 .
• Director fees cover service on VBTX and subsidiary bank boards per policy; cash paid by the Bank .

Performance Compensation

Directors receive time-based RSUs; no disclosed performance metrics apply to director equity. Equity Plan requires minimum one-year vesting, satisfied if the award vests at the first annual shareholder meeting ≥50 weeks post-grant; no dividends paid on unvested awards .

Equity Plan shareholder protections include no option/SAR discounts or repricing, independent committee administration, no evergreen, no dividends on unvested awards, and one-year minimum vesting (≤5% of pool exceptions) .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA; extensive banking leadership (founder/CEO experience at two banks), credit governance, integration and M&A execution .
• Education: BBA and MBA, University of Texas .
• Qualifies the board with deep risk oversight and banking operations credentials .

Equity Ownership

As of April 28, 2025, Mehos beneficially owned 316,228 VBTX shares (<1% of outstanding), held directly; no options reported for him in the ownership table .

Hedging/pledging: Company policy prohibits directors from hedging, short sales, and pledging company stock; Rule 10b5‑1 pre-planned trading is allowed per policy .

Recent insider transaction signal:

The October 2025 Form 4 indicates a return-to-issuer of a large block resulting in reported zero ownership thereafter; this is atypical and merits follow-up to understand context (e.g., award cancellation, settlement, or status change) .

Governance Assessment

• Board effectiveness: Mehos contributes to risk oversight (Risk Committee member), with strong prior CEO/credit background; attendance/engagement meets board standards; independence affirmed despite prior Green executive affiliation .
• Alignment: Material personal shareholding as of April 2025 and director RSUs support alignment; hedging/pledging prohibitions strengthen alignment .
• Compensation: Director pay mix leans cash with modest equity; structure is standard for regional banks and includes committee fees but no meeting fees; equity is time-based (no performance metrics for directors), minimizing incentive misalignment risk .
• Conflicts/related-party exposure: Company reports ordinary-course banking relationships with directors/officers totaling $36.2mm in loans and $11.8mm in unfunded commitments as of 12/31/2024, none categorized as nonaccrual/past due/restructured/potential problem at filing; board reviews these relationships for independence considerations .
• RED FLAGS: The October 2025 “Return to Issuer” Form 4 resulting in zero reported holdings is unusual for a sitting independent director and could be perceived negatively until explained; investors should seek clarification (e.g., award rescission, administrative correction, or role/status change) .

Implication: Without context, the post-October zero-ownership signal may undermine perceived alignment. Otherwise, governance posture (independence, risk oversight, attendance, and standard director pay) is consistent with regional bank norms.

Data Appendix

Director compensation framework (2024):

• Retainer $30,000; committee member $7,000; chairs $28,000; LID $50,000; RSU election option; Mehos total cash $105,500; RSU $15,765 .

Board/committee activity:

• Board met 8x; all directors ≥75% attendance; Risk Committee met 6x; all principal committees fully independent .

Independence determination:

• All directors other than CEO independent; board reviewed ordinary-course loans and prior Green affiliations in assessment .

Ownership and insider transactions:

• Beneficial ownership: Mehos 316,228 shares (<1%) as of Apr 28, 2025 .
• Insider Form 4: Oct 2025 return to issuer leading to 0 reported shares .

Corporate policies:

• No dividends on unvested awards; one-year minimum vesting; clawback; no option/SAR repricing/discounts; independent compensation committee .
• Hedging/pledging prohibited for directors/executives; 10b5‑1 plans permitted .