William D. Ellis
About William D. Ellis
Independent director of Veritex Holdings (VBTX) since 2019; age 62 as of the 2025 proxy. Former Vice Chairman at Green Bancorp, Inc. and Green Bank N.A. (since Oct 1, 2015), founder, Chairman and CEO of Patriot Bancshares, and prior senior roles at Union Planters (Texas Regional President) and BB&T (SVP, Regional Retail Banking). Education: B.S., Mississippi College; MBA, University of North Alabama. Current civic role: Board of Advocates, Truett Seminary at Baylor University; former director at Theater Under the Stars and Mission Centers of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Green Bancorp, Inc. | Vice Chairman | Since Oct 1, 2015 | Leadership at publicly listed bank prior to VBTX acquisition |
| Green Bank N.A. | Vice Chairman | Since Oct 1, 2015 | Operational oversight at subsidiary bank |
| Patriot Bancshares, Inc. | Founder, Chairman, CEO, Director | From inception in 2005 | Built and led Houston-based bank through growth |
| Union Planters Bank | Texas Regional President | Prior to 2005 (dates not specified) | Regional leadership in Houston market |
| BB&T (Washington, D.C.) | SVP, Regional Retail Banking Manager | Prior to 2005 (dates not specified) | Managed regional retail banking |
External Roles
| Organization | Role | Status / Tenure | Notes |
|---|---|---|---|
| Truett Seminary, Baylor University | Board of Advocates | Current | Faith-based academic advisory engagement |
| Theater Under the Stars | Director | Former | Community arts governance |
| Mission Centers of Houston | Director | Former | Non-profit governance |
Board Governance
- Committee assignments: Risk Committee member (not Chair) in 2024–2025; Risk Committee chaired by William E. Fallon .
- Independence: Board determined all directors except CEO are independent; independence review specifically considered Ellis’s prior executive affiliation with Green (acquired Jan 1, 2019) .
- Attendance: Board met 8 times in 2024 and 12 times in 2023; each director, including Ellis, attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: Mark C. Griege .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 99,083 | 15,765 | 114,848 |
| 2023 | 74,000 | 58,919 | 132,919 |
Director fee policy (2024–2025): Non-employee directors receive a $30,000 cash retainer; committee membership retainer $7,000; committee chair retainer $28,000; Lead Independent Director retainer $50,000; directors may elect RSUs in lieu of cash; stock awards are time-based RSUs issued by the Company .
Performance Compensation
Directors receive time-based RSUs; no performance-based equity is used for directors. Plan features include: one-year minimum vesting (non-employee director awards may vest at the first annual meeting at least 50 weeks after grant), no dividends on unvested awards, no voting rights on unvested awards, clawback aligned with Nasdaq Rule 5608, and prohibition on option/SAR repricing without shareholder approval .
| Equity Feature | Details |
|---|---|
| Instrument | Time-based RSUs for directors |
| Minimum vesting | ≥1 year; directors’ awards may vest at first annual meeting ≥50 weeks after grant |
| Dividends/Voting | No dividends on unvested awards; no voting on unvested awards |
| Clawback | Awards subject to Company compensation recovery policy and applicable law |
| Repricing | Prohibited without shareholder approval |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Potential Interlocks |
|---|---|---|---|
| Green Bancorp, Inc. | Vice Chairman | Prior | Prior executive-to-director path; independence affirmatively assessed |
| Patriot Bancshares, Inc. | Chairman/CEO/Director | Prior | No current interlock disclosed |
| Green Bank N.A. | Vice Chairman | Prior | No current interlock disclosed |
No shared directorships with current competitors/suppliers/customers at VBTX disclosed for Ellis; ordinary banking relationships for directors exist at market terms .
Expertise & Qualifications
- Deep banking leadership across community and regional banks, including founding and leading Patriot Bancshares and executive leadership at Green; prior senior roles at Union Planters and BB&T .
- Risk oversight exposure as VBTX Risk Committee member .
- Academic and community engagement (Truett Seminary Board of Advocates; prior non-profit directorships), supporting stakeholder and governance awareness .
- Education: B.S. (Mississippi College) and MBA (University of North Alabama) .
Equity Ownership
| Holder/Vehicle | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| William D. Ellis (personal) | 175,079 | <1% | Direct holdings |
| Multus Analytics LLC (manager: Ellis) | 279,307 | <1% | Shares received in exchange for Green stock at acquisition; Ellis has voting and dispositive power |
| Total | 454,386 | <1% | As of March 28, 2024 |
Alignment policies:
- Insider trading policy prohibits hedging, short sales, pledging, and margin accounts for executive officers and directors .
- Stock ownership guidelines exist for directors and executives (company-level governance), reinforcing alignment, though specific multiples disclosed for executives; director guideline details not specified in proxy .
Governance Assessment
- Independence and prior affiliation: Despite prior executive role at Green (acquired in 2019), the Board formally deemed Ellis independent after reviewing relationships and ordinary-course transactions; this mitigates a common concern about legacy affiliations .
- Committee effectiveness: Service on the Risk Committee (6 meetings in 2023–2024) aligns with Ellis’s credit and banking background; no chair role, reducing concentration of power but contributing sector expertise .
- Attendance and engagement: Board reports Ellis met the ≥75% participation threshold and attended the 2024 annual meeting, supporting engagement expectations .
- Compensation structure: Modest cash retainer plus time-based RSUs indicates balanced director pay; no performance equity for directors, consistent with governance norms to maintain independence of oversight. Ellis’s 2024 director pay totaled $114,848, below 2023 due to lower RSU grant value year-over-year .
- Ownership alignment and risk controls: Significant beneficial ownership (454,386 shares, including legacy Green exchange shares) with formal prohibitions against hedging/pledging supports investor alignment and reduces risk of misaligned incentives .
- Related-party exposure: The Bank maintains ordinary banking relationships (deposits/loans) with directors at market terms; as of April 29, 2025, no related person loans were nonaccrual/past due/restructured/problem, reducing conflict concerns .
RED FLAGS: None disclosed specific to Ellis. Watch areas include legacy affiliation with acquired Green (independence reviewed and affirmed), and participation in ordinary-course banking relationships; ongoing monitoring advisable via related party policy compliance and Risk Committee oversight .