William E. Fallon
About William E. Fallon
Independent director since 2020 (age 71 in 2025). Former Executive Vice President at PNC Bank, with roles including Chief Commercial Credit Officer (1996–2018), M&A leader (2003–2018), and oversight of Wholesale Lending Originations (1978–1996). Education: BBA University of Notre Dame and MBA The Ohio State University. External roles include USGA Executive Committee (2012–2017), Championship Committee of West Penn Golf Association, and Director‑Emeritus of the Pittsburgh Zoo & PPG Aquarium .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PNC Bank, N.A. | Executive Vice President; Chief Commercial Credit Officer; M&A Leader; Oversaw Wholesale Lending Originations | 1978–2018 | Led commercial credit policy and M&A; deep credit risk and transaction execution experience |
| United States Golf Association (USGA) | Executive Committee Member | 2012–2017 | National governance body; network interlock with VBTX CEO noted in USGA release |
| Pittsburgh Zoo & PPG Aquarium | Director‑Emeritus | N/A | Community leadership and nonprofit governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Penn Golf Association | Championship Committee Member | Current | Ongoing committee involvement |
| USGA | Executive Committee | 2012–2017 | Shared network with C. Malcolm Holland, III (VBTX CEO) per USGA announcement |
| Pittsburgh Zoo & PPG Aquarium | Director‑Emeritus | Current | Community governance role |
Board Governance
- Committee assignments: Risk Committee Chair; Compensation Committee Member .
- Independence: Board deems all directors except CEO independent; Risk Committee members (including Fallon) are independent under Nasdaq standards .
- Attendance: Board met 12 times in 2023 and 8 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at each regular Board meeting .
- Shareholder votes (2025 election): Votes For 35,876,282; Withheld 2,867,879; Broker Non‑Votes 4,600,760 .
Fixed Compensation
Policy schedule for non‑employee directors (2023/2024):
- Annual cash retainer: $30,000; Lead Independent Director: +$50,000; Committee chair: +$28,000; Committee member: +$7,000; directors may elect RSUs in lieu of cash .
William E. Fallon — Director compensation (reported):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $102,000 | $124,750 |
| Stock Awards ($) | $49,300 (time‑based RSUs) | $15,765 (time‑based RSUs) |
| Total ($) | $151,300 | $140,515 |
Observations: YoY mix shifted toward cash with smaller equity grants in 2024; total compensation modestly down year‑over‑year .
Performance Compensation
- Director equity is time‑based RSUs; no performance‑conditioned director awards disclosed. With respect to directors, RSUs are granted and disclosed at aggregate grant‑date fair value and are time‑based .
- Performance metrics and PSU constructs apply to NEOs; not to non‑employee directors .
Other Directorships & Interlocks
| Entity | Type | Nature |
|---|---|---|
| USGA Executive Committee (Fallon) and USGA Executive Committee participation by CEO Holland | Non‑profit interlock | Past shared governance body; potential network tie outside company operations |
No current public company directorships for Fallon disclosed beyond Veritex .
Expertise & Qualifications
- Credit risk and policy leadership; commercial lending oversight; M&A execution at PNC Bank .
- Governance experience in nonprofit boards and committees (USGA, West Penn GA, Pittsburgh Zoo) .
- Academic credentials: BBA, University of Notre Dame; MBA, The Ohio State University .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 20,735 |
| Shares outstanding reference | 54,501,432 (as of Mar 28, 2024) |
| Ownership % of outstanding | ~0.038% (20,735 ÷ 54,501,432; inputs cited) |
| Pledging/Hedging policy | Company prohibits pledging and hedging by directors |
| Director/Executive stock ownership guidelines | Company maintains stock ownership guidelines for directors and executives (specific director multiples not disclosed in proxy) |
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval: 12.9% of votes cast; prompted engagement and program changes .
- 2025 say‑on‑pay vote results: For 33,047,446; Against 5,638,563; Abstain 58,152; Broker Non‑Votes 4,600,760 .
- Program changes: Long‑term incentive mix increased to 60% PSUs / 40% RSUs beginning 2024, reflecting shareholder preferences; continued outreach in 2024–2025 .
Compensation Committee Analysis
- Membership: Bozman (Chair), Bolin, Fallon, Griege — all independent .
- Interlocks: None disclosed; no related person transactions involving committee members in 2023/2024 requiring proxy disclosure .
- Consultant: Pearl Meyer engaged to advise on compensation design and shareholder feedback response .
Related‑Party Transactions and Conflicts
- Ordinary course banking relationships: As of Dec 31, 2023, ~$30.1mm loans and ~$9.1mm unfunded commitments to officers/directors/principal shareholders and affiliates; no loans categorized as nonaccrual/past due/restructured/potential problem as of Apr 17, 2024 .
- As of Dec 31, 2024, ~$36.2mm loans and ~$11.8mm unfunded commitments; no loans categorized as nonaccrual/past due/restructured/potential problem as of Apr 29, 2025 .
- Policy: Related person transactions require Audit Committee review/approval and are conducted on market terms; insider trading policy prohibits pledging; RSU dividends on unvested shares are not paid .
Risk Indicators & Red Flags
- Risk oversight signal: Fallon chairs Risk Committee; committee met six times in 2023 and six times in 2024, indicating active risk governance .
- Pledging/hedging: Prohibited by policy (alignment positive) .
- Say‑on‑pay: 2023 low approval a governance flag; subsequent program changes and 2025 vote support suggest remediation .
- Related‑party loans: Routine for community banks; monitoring needed though proxies report ordinary‑course terms and no problem classifications .
Governance Assessment
- Strengths: Independent director; chairs Risk Committee; member of Compensation Committee; sustained attendance and engagement; robust risk oversight and independent committee structures .
- Alignment: Owns ~20.7k shares; director RSUs support alignment; pledging/hedging prohibited; stock ownership guidelines exist for directors .
- Watch items: Historical low say‑on‑pay in 2023; continued monitoring of related‑party lending typical to bank governance; non‑profit interlock with CEO via USGA indicates network ties but no disclosed conflict .