Steven D. Lerner

About Steven D. Lerner

Steven D. Lerner (age 71) is an independent director of Veritex Holdings, Inc., serving since 2019 and currently chairs the Audit Committee; he is designated by the Board as an “audit committee financial expert.” He is CEO of TRC Ventures, L.P. (formerly The Redstone Companies, LP), with a background as President of Redstone Companies Real Estate, LLC and as Executive Vice President and General Counsel of Redstone-related entities; previously a partner at the Houston law firm now known as Schlanger Silver, LLP. Lerner holds a Juris Doctor with honors from the University of Texas School of Law and was a member of the Texas Law Review; he is admitted to the State Bar of Texas.

Past Roles

External Roles

Board Governance

• Current committee assignments: Audit Committee Chair; members are Arcilia Acosta, Gordon Huddleston, Steven D. Lerner (chair), and Gregory B. Morrison; Audit Committee met eight times in 2024. Lerner is deemed independent under Nasdaq and SEC audit committee rules and has the requisite financial sophistication to be designated an audit committee financial expert.
• Board independence: All current directors and nominees are independent except CEO C. Malcolm Holland III, per Board determination.
• Attendance and engagement: The Board met 8 times in 2024; every director participated in at least 75% of Board and applicable committee meetings; all directors attended the May 15, 2024 annual meeting. The company engaged top shareholders in 2024 with independent director participation.
• Governance infrastructure: Director resignation policy for majority-withhold outcomes; annual Board and committee evaluations; executive sessions of independent directors; committee charters; stock ownership guidelines for directors and executives; hedging and pledging prohibited.

Fixed Compensation

• Director pay policy (2024): Cash retainer $30,000; Lead Independent Director retainer $50,000; committee chair retainer $28,000; committee membership retainer $7,000; directors may elect RSUs in lieu of cash; RSUs are time-based.
• 2024 compensation received by Lerner (aggregate across Veritex Holding Board and Bank Board): $118,333 fees earned; $15,765 stock awards (time-based RSUs; ASC 718 grant-date fair value); total $134,098.

Performance Compensation

• Director equity grants are time-based RSUs (no performance conditions); under the plan, non-employee director stock-based awards generally may not vest earlier than one year, satisfied if vesting occurs at the first annual meeting at least 50 weeks after grant. No director-specific performance metrics disclosed for equity grants.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Lerner.
• Notable interlocks: Multiple Veritex directors previously affiliated with Green (e.g., Ellis, Mehos); Board reviewed prior relationships in independence assessment.
• Auditor oversight: As Audit Chair, Lerner led pre-approval policy and independence oversight with Grant Thornton LLP; the committee concluded auditor independence was maintained.

Expertise & Qualifications

• Financial and audit oversight: Designated “audit committee financial expert” by the Board; legal training enhances governance rigor.
• Technical/industry expertise: Real estate investment and development leadership (TRC Ventures and Redstone); corporate governance and legal expertise.
• Education: JD (with honors), University of Texas School of Law; Texas Law Review; State Bar of Texas member.

Equity Ownership

• Note: Ownership table calculates percentages based on 54,501,432 shares outstanding as of April 28, 2025; Lerner’s holdings are reported as shares held in his name (no options listed for him in the director table).

Governance Assessment

• Strengths

  • Independent director with deep audit and governance experience; formally designated audit committee financial expert; chairs an active audit committee (8 meetings), suggesting robust oversight of financial reporting and controls.
  • High attendance and Board engagement, consistent with Veritex’s governance practices and shareholder outreach.
  • Clear auditor independence oversight and formal pre-approval policy; no non-audit fee conflicts indicated.
  • Alignment safeguards: Director stock ownership guidelines (policy presence), hedging and pledging prohibitions, and clawback framework at the company level.

• Potential conflicts to monitor

  • Ordinary-course banking relationships with officers/directors total ~$36.2 million of loans and ~$11.8 million of unfunded commitments as of year-end; while on market terms and none problematic, continued oversight remains prudent due to Lerner’s external real estate activities.
  • Prior Green affiliation across the Board (multiple directors) was explicitly considered in independence determinations; ongoing vigilance against groupthink and interlock risks is advisable.

• Signals for investor confidence

  • Strong audit chair leadership with formal “financial expert” designation, structured auditor oversight, and meeting cadence support confidence in reporting quality.
  • Director compensation mix is modest and includes equity (time-based RSUs), offering some alignment without excessive risk-taking incentives.
  • Board governance mechanisms (resignation policy, executive sessions, annual evaluations) and shareholder engagement indicate responsiveness to investor concerns.