Pat S. Bolin
About Pat S. Bolin
Pat S. Bolin is an independent director of Veritex Holdings, Inc. (VBTX), serving since March 2011 following Veritex’s acquisition of Fidelity Bank of Dallas; he is 74 years old . Bolin is Executive Chairman of Eagle Oil & Gas Co., which he founded in 1976; earlier he began his career as a landsman at Mitchell Energy Corp. in 1973 and holds a B.A. in Psychology from Southern Methodist University (SMU), 1973 . His board credentials include prior service on several Texas community bank boards and active roles in non-profit and academic boards, bringing community banking and energy sector perspectives to Veritex .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Bank, Wichita Falls & FB Bancshares, Inc. | Director | Prior service (dates not disclosed) | Community banking oversight; regional market perspective |
| Mercantile Bank & Trust | Director | Prior service (dates not disclosed) | Governance for bank operations |
| Fidelity Bank of Dallas | Director | Prior service (dates not disclosed) | Board service prior to Veritex acquisition |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Eagle Oil & Gas Co. | Private company (energy) | Executive Chairman | Since founding in 1976 |
| Goodwill Industries | Non-profit | Director | Not disclosed |
| SMU Cox School of Business | Academic | Executive Board | Not disclosed |
| SMU Alumni Board | Academic | Appointee | Recently appointed (date not disclosed) |
Board Governance
- Committee assignments: Compensation Committee member; not a chair .
- Independence: Board determined all directors except CEO are independent; Bolin is independent under Nasdaq rules .
- Attendance: Each director participated in at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Board leadership: Combined Chair/CEO structure with Lead Independent Director (Mark C. Griege) presiding over executive sessions at each regular Board meeting .
- Compensation Committee governance: All members are independent; committee met five times in 2024; oversees executive and director pay, risk alignment, and uses an independent consultant .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $62,083 | Aggregate cash for service on Veritex and Bank boards per director policy |
| Stock awards (RSUs, grant-date fair value) | $31,319 | Time-based RSUs issued by the Company; ASC 718 valuation |
| Standard director cash retainer (policy) | $30,000 | Non-employee director annual cash retainer |
| Committee membership retainer (policy) | $7,000 per committee | For service on Board committees |
| Committee chair retainer (policy) | $28,000 | Not applicable to Bolin (not a chair) |
| Lead Independent Director retainer (policy) | $50,000 | Not applicable to Bolin |
Directors may elect RSUs in lieu of cash; travel-related out-of-pocket expenses reimbursed per policy .
Performance Compensation
| Item | Detail |
|---|---|
| Director equity type | Time-based RSUs; no PSUs disclosed for directors |
| Minimum vesting | One-year minimum vesting; for non-employee directors, vesting can occur at the first annual shareholders meeting ≥50 weeks after grant |
| Dividends on unvested awards | No dividends or dividend equivalents on unvested awards or unexercised options under the Equity Plan |
| Clawback | Subject to Company Compensation Recovery Policy and applicable law |
Equity Plan performance metrics (applies to PSUs, generally for executives; directors typically receive time-based RSUs):
| Metric | Description |
|---|---|
| Earnings Per Share | EPS targets/performance goals |
| Efficiency Ratio | Cost efficiency measure |
| Earning Asset Growth & Composition | Loans and securities mix/growth |
| Deposit Growth & Composition | Core deposit expansion and quality |
| Net Charge-offs | Credit performance measure |
| Nonperforming Assets to Risk-Weighted Capital | Asset quality leverage |
| Total Shareholder Return (TSR) | Relative TSR modifier in PSU programs |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (current public boards) | — | — | — |
| Eagle Oil & Gas Co. | Private | Executive Chairman | Potential related-party exposure if client of Veritex Bank; Board reviews ordinary-course director/affiliate banking relationships |
| Goodwill Industries; SMU boards | Non-profit/Academic | Director/Board member | No commercial conflicts disclosed |
Expertise & Qualifications
- Energy industry founder/executive with multi-decade operating experience; perspectives on commodity cycles, credit underwriting for energy clients .
- Prior community banking board service across multiple Texas institutions; governance and local market insight .
- Deep community involvement and academic board participation (SMU), signaling stakeholder engagement .
Equity Ownership
| Holder/Vehicle | Shares | % of Outstanding |
|---|---|---|
| Pat S. Bolin (direct) | 40,024 | <1% |
| Red Star Yield Holdings, Inc. (controlled by Bolin) | 10,000 | <1% |
| DHB Family Partnership, LP (controlled by Bolin) | 24,249 | <1% |
| PSB Family Trust II (wife as trustee) | 22,250 | <1% |
| Anasazi Capital, LP (controlled by Bolin) | 96,237 | <1% |
| Bolin Investments, LP (controlled by Bolin) | 26,670 | <1% |
| Total beneficial ownership (all vehicles) | 219,430 | <1% |
- Stock ownership guidelines: Company has adopted stock ownership guidelines for directors and executives (quantum for directors not specified in proxy) .
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by directors; no pledges disclosed for Bolin .
Insider Trades
| Period Checked | Form 4 Transactions |
|---|---|
| 2024-01-01 to 2025-11-20 | None found for “Pat S. Bolin” on VBTX |
Source: insider-trades skill query run for VBTX with person filter “Pat S. Bolin” and filingDate window 2024-01-01 to 2025-11-20 (no records returned).
Governance Assessment
- Strengths: Independent director; Compensation Committee member with no disclosed interlocks or related-person transactions requiring proxy disclosure; Compensation Committee composed entirely of independent directors and uses an independent consultant (Pearl Meyer) for benchmarking and pay governance . Robust governance practices include executive sessions each regular meeting, director education, annual board evaluations, and stock ownership guidelines for directors .
- Alignment: Beneficial ownership across controlled entities totals 219,430 shares, signaling skin-in-the-game, within a framework that prohibits hedging/pledging and subjects awards to clawback—positive alignment features .
- Attendance/Engagement: Met ≥75% meeting participation in 2024; attended annual meeting, indicating active engagement . Shareholder outreach in 2024 engaged top holders and considered feedback on succession and performance-based pay mix—supportive of investor confidence .
- Potential conflicts/monitoring: Bolin controls several private entities (e.g., Eagle Oil & Gas Co.). Veritex discloses ordinary-course banking relationships with directors/affiliates ($36.2mm outstanding loans; $11.8mm unfunded commitments as of 12/31/2024) and reviews such transactions in independence determinations—monitor ongoing exposure for related-party optics, credit risk, and committee independence considerations .
- RED FLAGS: None disclosed specific to Bolin regarding pledging/hedging, director attendance shortfalls, or repricing of equity awards; the Equity Plan prohibits option/SAR repricing and dividend equivalents on unvested awards—a shareholder-friendly design .