Mark C. Griege
About Mark C. Griege
Lead Independent Director of Veritex Holdings, Inc. (VBTX). Age 66; director since 2009. Background in wealth management and accounting: co‑founded RGT Wealth Advisors in 1985 and served as CEO until 2020; led its sale to Corient and is currently Managing Partner, Texas region, at Corient. Education: BBA, Southern Methodist University (1981); JD, University of Texas School of Law (1985). Previously chaired VBTX’s Compensation and Audit Committees; now serves as Lead Independent Director with responsibilities that include presiding over executive sessions, liaising between the Chair/CEO and independent directors, and consulting on strategy and agendas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RGT Wealth Advisors | Co‑founder and CEO | 1985–2020 | Built and exited independent wealth firm; sale to Corient in 2020 |
| National/regional accounting firms (tax) | Tax department roles | Pre‑1985 | Accounting/tax expertise that supports Audit/Comp oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Corient | Managing Partner, Texas region | 2020–present | Oversees Texas region for national wealth management firm |
| Dallas Financial Planning Association Board | Board member | Various years | Community/industry engagement |
| Philanthropic foundations (client‑associated) | Board roles | Various years | Community engagement |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq standards; review included commercial relationships (e.g., ordinary‑course loans) and other facts. Mr. Griege is independent .
- Lead Independent Director: Nominated by the Corporate Governance & Nominating Committee and elected annually by independent directors; responsibilities include executive sessions each regular meeting, liaison role, and agenda/strategy consultation .
- Attendance: Board met 8 times in 2024; each director, including Mr. Griege, attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- 2024 Committee assignments (current): Compensation Committee (member); Corporate Governance & Nominating Committee (member). Not on Audit or Risk in 2024 . Committee independence and meeting cadence below.
| Committee | Mr. Griege’s Role | 2024 Meetings | Committee Independence |
|---|---|---|---|
| Compensation | Member | 5 | All members independent; chaired by Blake Bozman |
| Corporate Governance & Nominating | Member | 4 | All members independent; chaired by Gregory B. Morrison |
| Audit | Not a member in 2024 (prior Chair historically) | 8 | All members independent; Chair Steven D. Lerner; Lerner is “audit committee financial expert” |
| Risk | Not a member | 6 | All members independent; Chair William E. Fallon |
Additional board programs/policies reinforcing effectiveness:
- Executive sessions of independent directors held at each regular Board meeting .
- Annual Board and committee evaluations .
- Stock ownership guidelines for directors and executives (company‑wide) .
- Director resignation policy if “withhold” votes exceed “for” in uncontested elections .
Fixed Compensation
Director fee framework (2024):
| Component | Amount (USD) |
|---|---|
| Annual Board retainer (non‑employee directors) | $30,000 |
| Lead Independent Director additional retainer | $50,000 |
| Committee chair retainer (Audit/Comp/CGN/Risk) | $28,000 |
| Committee membership retainer (per committee) | $7,000 |
| Delivery choice | Directors may elect additional RSUs in lieu of cash |
2024 compensation received by Mr. Griege:
| Item | 2024 Amount (USD) |
|---|---|
| Fees earned/paid in cash | $82,917 |
| Stock awards (time‑based RSUs; grant‑date FV) | $41,845 |
| Total | $124,762 |
Notes:
- All stock awards to directors are time‑based RSUs of the Company; with one‑year minimum vesting and meeting‑based vest allowed if ≥50 weeks post‑grant .
- No dividends paid on unvested awards; no voting rights prior to vesting .
Performance Compensation
Director equity is not performance‑conditioned; it is time‑based (distinct from NEO PSUs).
| Equity Award Type | Performance‑conditioned? | Vesting | Dividend/Voting Rights | 2024 Grant‑Date Fair Value |
|---|---|---|---|---|
| Annual RSU grant (Director) | No | One‑year minimum; may vest at first annual meeting if ≥50 weeks | No dividends on unvested; no voting pre‑vest | $41,845 |
Other Directorships & Interlocks
| Company | Exchange | Role | Committees | Interlock/Conflict Indicator |
|---|---|---|---|---|
| — | — | No other public company directorships disclosed in the 2025 proxy biography | — | None indicated in proxy; Compensation Committee disclosed no interlocks |
Expertise & Qualifications
- Financial/Accounting: Prior tax roles; previously chaired VBTX Audit Committee; significant wealth management and investment background .
- Governance/Compensation: Prior Chair of Compensation Committee; current member of Compensation and CGN Committees .
- Education: BBA (SMU, 1981); JD (UT Law, 1985) .
- Shareholder engagement: Participated with other directors in 2024 outreach; feedback included preference for higher portion of performance‑based LTI and more succession detail .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 135,993 shares (held in his name) |
| Ownership as % of outstanding | <1% (company table indicates “*” = less than 1%; 54,501,432 shares outstanding) |
| Pledged/hedged shares | Company policy prohibits pledging and hedging for directors/officers |
| Ownership guidelines | Company states stock ownership guidelines for directors and executives are adopted (no multiples disclosed in proxy) |
Related Party and Conflicts Review
- Ordinary‑course banking relationships: Company and Bank extend loans/deposits to directors and affiliates on market terms; $36.2 million of loans outstanding to officers/directors/5% holders and affiliates as of 12/31/2024; none categorized as nonaccrual/past due/restructured/potential problem loans at reporting dates .
- Independence determination explicitly reviewed such relationships; Board concluded all directors other than the CEO are independent .
- Related Person Transactions Policy requires Audit Committee pre‑approval or ratification and assessment of fairness and independence impacts .
Compensation Committee Analysis (Interlocks/Consultants)
- 2024 Compensation Committee members: Blake Bozman (Chair), Pat S. Bolin, William E. Fallon, and Mark C. Griege; all independent .
- Interlocks: None—no member served as an officer/employee in 2024; no reciprocal board/comp committee interlocks disclosed .
- Independent consultant: Pearl Meyer engaged by the Compensation Committee for 2024 .
Director Use of Perquisites (Signal)
- Aircraft: Company may allow executive officers and directors limited personal use of corporate airplane; personal use charged at incremental cost; policy disclosed (specific 2024 dollar amounts disclosed only for certain executives) .
Say‑on‑Pay & Shareholder Feedback (Signal)
- 2024/early‑2025 outreach to top holders; dialogue on compensation, governance, succession; independent directors (including Mr. Griege) participated with some shareholders. Feedback included preference for higher performance‑based LTI weighting and more detail on succession plans; company increased PSU mix in LTI to 60% .
Governance Assessment
-
Positives (investor confidence):
- Strong independent leadership: robust Lead Independent Director mandate; executive sessions at each regular Board meeting .
- Clear independence and active oversight: all committees independent; regular evaluations; defined charters; risk oversight structure .
- Engagement: Direct participation by independent directors (including Mr. Griege) in shareholder outreach .
- Director pay structure modest and equity‑aligned via RSUs; one‑year minimum vesting; no dividends on unvested equity; no option repricing .
-
Watch items (potential optics/conflict risk):
- Ordinary‑course loans to directors/affiliates exist at the bank level, though on market terms and not classified as problem loans; independence explicitly reviewed .
- Corporate aircraft may be used by directors in limited cases (optics), though costs are charged and disclosed in exec comp tables .
Overall, Mr. Griege combines deep financial and governance expertise with long board tenure and an active Lead Independent Director role—factors that generally support board effectiveness and investor confidence, with routine bank‑industry related‑party exposures mitigated by policy controls and independence reviews .
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