Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
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No fee required. | |
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Fee paid previously with preliminary materials. | |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders of
Notice is hereby given that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of
| 1. |
to approve an amendment (the "Amendment") to the Company's Second Amended and Restated Articles of Incorporation to phase out the classified structure of the Company's Board of Directors; |
| 2. |
to elect four Class I directors to the Company's Board of Directors to serve (a) if the Amendment is approved, for a one-yearterm ending at the Company's 2026 Annual Meeting of Stockholders, or (b) if the Amendment is not approved, for a three-year term ending at the Company's 2028 Annual Meeting of Stockholders, and in each case, until their successor is duly elected and qualified or until their earlier death, resignation or removal; |
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to vote on a non-binding,advisory resolution to approve the compensation paid to our named executive officers for the fiscal year ended |
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to ratify the appointment of |
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to transact such other business as may properly come before the meeting and any adjournment(s) or postponement(s) thereof. |
These proposals are described in the accompanying proxy statement. The Board of Directors has fixed the close of business on
You are cordially invited to attend the Annual Meeting; however, whether or not you expect to attend in person, you are urged to submit your proxy so that your shares of stock may be represented and voted in accordance with your preferences and in order to help establish the presence of a quorum at the Annual Meeting.
We have adopted rules promulgated by the
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on
By Order of the Board of Directors,
Chairman and Chief Executive Officer
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please read this proxy statement and the voting instructions in the Notice of Internet Availability of Proxy Materials. Then please vote over the Internet or, if you received or requested a paper proxy card in the mail, by completing, signing, dating and mailing the completed proxy card to us. The instructions in the Notice of Internet Availability of Proxy Materials or your proxy card describe how to use these convenient services.
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PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement (this "Proxy Statement") is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of
The Board requests your proxy for the Annual Meeting that will be held on
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
Pursuant to rules promulgated by the
If you attend the Annual Meeting, you may vote in person. If you are not present at the Annual Meeting, your shares may be voted only by a person to whom you have given a proper proxy.
Brokers are not permitted to vote your shares for non-discretionarymatters, which include Items 1, 2 and 3 without your instructions as to how to vote. Please retuyour proxy card or vote via the Internet so that your vote can be counted.
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ABOUT THE ANNUAL MEETING
When and where will the meeting be held?
The Annual Meeting will be held on
What is a proxy?
A proxy is another person that you legally designate to vote your stock. If you designate someone as your proxy in a written or electronic document, that document is also called a "proxy" or a "proxy card."
What is a proxy statement?
A proxy statement is a document that describes the matters to be voted upon at the Annual Meeting and provides additional information about the Company. Pursuant to regulations of the
What is the purpose of the Annual Meeting?
At the Annual Meeting, stockholders will act upon the matters outlined in the Notice, including the following:
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to approve an amendment (the "Amendment") to the Company's Second Amended and Restated Articles of Incorporation (the "Articles") to phase out the classified structure of the Company's Board of Directors; |
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to elect four Class I directors to the Company's Board of Directors to serve (a) if the Amendment is approved, for a one-yearterm ending at the Company's 2026 Annual Meeting of Stockholders, or (b) if the Amendment is not approved, for a three-year term ending at the Company's 2028 Annual Meeting of Stockholders, and in each case, until their successor is duly elected and qualified or until their earlier death, resignation or removal; |
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to vote on a non-binding,advisory resolution to approve the compensation paid to our named executive officers for the fiscal year ended |
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to ratify the appointment of |
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to transact such other business as may properly come before the meeting and any adjournment(s) or postponement(s) thereof. |
What is a record date and what does it mean?
The record date to determine the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on
Why was I mailed a Notice of Internet Availability of Proxy Materials instead of a full set of printed proxy materials?
In accordance with rules promulgated by the
How can I access the proxy materials on the internet?
The Notice provides you with instructions regarding how to:
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view our proxy materials for the Annual Meeting over the Internet; |
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vote your shares after you have viewed our proxy materials (including any control/identification numbers that you need to access your form of proxy); |
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obtain directions to attend the Annual Meeting and vote in person; |
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request a printed copy or e-mailcopy with links to the proxy materials, including the date by which the request should be made to facilitate timely delivery; and |
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instruct us to send our future proxy materials to you by mail or electronically by e-mail. |
Will I receive any other proxy materials by mail (besides the Notice)?
If you request paper copies of our proxy materials by following the instructions in the Notice, we will send you our proxy materials, including a proxy card, in the mail.
What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of the Notice, this Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate Notice and voting instruction card for each brokerage account in which you hold shares. Similarly, if you are a stockholder of record and hold shares in a brokerage account, you will receive a proxy card for shares held in your name and a voting instruction card for shares held in "street name." Please complete, sign, date and retueach proxy card and voting instruction card that you receive to ensure that all your shares are voted.
Who is entitled to vote at the annual meeting?
Holders of Class A Common Stock as of the close of business on the Record Date may vote at the Annual Meeting.
What are the voting rights of the stockholders?
Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock registered on the Record Date in such holder's name on the books of the Company on all matters to be acted upon at the Annual Meeting. The Company's Articles prohibit cumulative voting in the election of directors by the common stock of the Company.
The holders of at least one-halfof the outstanding shares of Class A Common Stock must be represented at the Annual Meeting, in person or by proxy, in order to constitute a quorum for the transaction of business. At any meeting of the Company's stockholders, whether or not a quorum is present, the chairman of the meeting or the holders of a majority of the Class A Common Stock, present in person or represented by proxy and entitled to vote at the meeting, may adjouthe meeting from time to time without notice or other announcement.
What is the difference between a stockholder of record and a "street name" holder?
If your shares are registered directly in your name with
If your shares are held in a brokerage account or by a bank or other nominee, the nominee is considered the record holder of those shares. You are considered the beneficial owner, and your shares are held in "street name." The Notice and, if applicable, any printed copies of the proxy materials, including any proxy cards or voting instructions, are being forwarded to you by your nominee. As the beneficial owner, you have the right to direct your nominee concerning how to vote your shares by using the voting instructions your nominee included in the mailing or by following its instructions for voting.
What is householding?
Some banks, brokers and other nominee record holders may be "householding" our proxy materials, including this Proxy Statement, our annual report and related materials. Householding means that only one copy of these documents may have been sent to multiple stockholders in one household. If you would like to receive your own set of Equity's proxy statement, annual report and related materials, or if you share an address with another Equity stockholder and together both of you would like to receive only a single set of these documents, please contact your bank, broker or other nominee.
What is a broker non-vote?
A broker non-voteoccurs when a broker holding shares for a beneficial owner does not vote on a particular proposal because the broker does not have discretionary voting power with respect to that item and has not received voting instructions from the
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beneficial owner. Your broker has discretionary authority to vote your shares with respect to Item 4. In the absence of specific instructions from you, your broker does not have discretionary authority to vote your shares with respect to Items 1, 2 or 3.
How do I vote my shares?
If you are a record holder, you may vote your Class A Common Stock at the Annual Meeting in person or by proxy. To vote in person, you must attend the Annual Meeting and obtain and submit a ballot. The ballot will be provided at the Annual Meeting. To vote by proxy, you have two ways to vote:
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Via the Internet: You may vote your proxy over the Internet by visiting the website www.cstproxyvote.com. Have the Notice or, if applicable, the proxy card that may have been provided to you in hand when you access the website and follow the instructions for Internet voting on that website. You may also access the website using your mobile phone and the instructions on the Notice; or |
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Via Mail: If you receive or request a paper copy of the proxy materials by mail, you may vote by indicating on the proxy card(s) applicable to your common stock how you want to vote and signing, dating and mailing your proxy card(s) in the enclosed pre-addressedpostage-paid envelope as soon as possible to ensure that it will be received in advance of the Annual Meeting. |
Please refer to the specific instructions set forth in your Notice or proxy card for additional information on how to vote. When you vote via the Internet or mail, you will direct the designated persons (known as "proxies") to vote your Class A Common Stock at the Annual Meeting in accordance with your instructions. The Board has appointed
Your proxy card will be valid only if you sign, date and retuit before the Annual Meeting. Please note that Internet voting will close at
If any other matters properly come before the Annual Meeting, then the designated proxies will vote your shares in accordance with applicable law and their judgment. We do not anticipate any other matters will come up at this time.
If you hold your shares in "street name," your bank, broker or other nominee should provide to you a voting instruction card along with the Company's proxy solicitation materials. By completing the voting instruction card, you may direct your nominee how to vote your shares. If you complete the voting instruction card except for one or more of the voting instructions, then your broker will be unable to vote your shares with respect to the proposal as to which you provide no voting instructions, except that the broker has the discretionary authority to vote your shares with respect to Item 4-the ratification of the appointment of
If your shares of common stock are held in "street name," your ability to vote over the Internet depends on your broker's voting process. You should follow the instructions on your proxy card or voting instruction card.
Alternatively, if you hold your shares in "street name" and you want to vote your shares in person at the Annual Meeting, you must contact your nominee directly in order to obtain a proxy issued to you by your nominee holder. Note that a broker letter that identifies you as a stockholder is not the same as a nominee-issued proxy. If you fail to bring a nominee-issued proxy to the Annual Meeting, you will not be able to vote your nominee-held shares in person at the Annual Meeting.
Who counts the votes?
All votes will be tabulated by the inspectors of election appointed for the Annual Meeting. Votes for each proposal will be tabulated separately.
Can I vote my shares in person at the Annual Meeting?
Yes. If you are a stockholder of record, you may vote your shares by completing a ballot at the Annual Meeting.
If you hold your shares in "street name," you may vote your shares at the Annual Meeting only if you obtain a proxy issued by your bank, broker or other nominee giving you the right to vote the shares as discussed above.
Even if you currently plan to attend the Annual Meeting, we recommend that you also vote via the Internet or retuyour proxy card or voting instructions as described above so that your votes will be counted if you later decide not to attend the Annual Meeting or are unable to attend.
What are my choices when voting?
With respect to the election of directors, you may vote for the election of the nominee, against the election of the nominee, or abstain from voting on the nominee. With respect to each of the other proposals you may vote for the proposal, against the proposal or abstain from voting on the proposal.
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What are the Board's recommendations on how I should vote my shares?
The Board recommends that you vote your shares as follows:
Item 1-FORthe approval of the Amendment to the Company's Articles to phase out the classified structure of the Company's Board of Directors;
Item 2-FORthe election of each nominee for director;
Item 3-FORthe approval of the advisory resolution regarding executive compensation; and
Item 4-FORthe ratification of the appointment of
What if I do not specify how I want my shares voted?
If you are a record holder who returns a completed proxy card that does not specify how you want to vote your shares on one or more proposals, the proxies will vote your shares for each proposal as to which you provide no voting instructions, and such shares will be voted in the following manner:
Item 1-FORthe approval of the Amendment to the Company's Articles to phase out the classified structure of the Company's Board of Directors;
Item 2-FORthe election of each nominee for director;
Item 3-FORthe approval of the advisory resolution regarding executive compensation; and
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4-FORthe ratification of the appointment of |
If you are a "street name" holder and do not provide voting instructions on one or more proposals, your bank, broker or other nominee will be unable to vote those shares in relation to Items 1, 2 or 3.
May I change my vote after submission?
Yes. Regardless of the method used to cast a vote, if a stockholder is a holder of record, they may change their vote or revoke their proxy by:
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delivering to the Company at any time before the Annual Meeting is called to order, by our Corporate Secretary, a written notice of revocation addressed to |
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casting a new vote over the Internet by visiting the website www.cstproxyvote.com and following the instructions in your Notice of Internet Availability of Proxy Materials or, if applicable, the proxy card that may have been provided to you before the Internet voting deadline of |
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completing, signing and returning a new proxy card with a later date than your original proxy card, if applicable, no later than the time the Annual Meeting is called to order, and any earlier proxy will be revoked automatically; or |
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attending the Annual Meeting and voting in person, and any earlier proxy will be revoked. Your attendance alone at the Annual Meeting will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary of the Company before the Annual Meeting is called to order. |
If your shares are held in "street name" and you desire to change any voting instructions you have previously given to the record holder of the shares of which you are the beneficial owner, you should contact the broker, bank or other nominee holding your shares in "street name" in order to direct a change in the manner your shares will be voted.
What percentage of the vote is required to approve each proposal?
Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock registered, on the Record Date, in such holder's name on the books of the Company on all matters to be acted upon at the Annual Meeting.
Item 1:The approval of the Amendment to the Company's Articles requires the affirmative vote of the holders of at least sixty-sixand two-thirdspercent (66 2/3%) of the voting power of all of the shares of the outstanding Class A Common Stock.
Item 2:The election of each nominee for director will require the affirmative vote of the holders of a majority of the Class A Common Stock present in person or represented by proxy at the Annual Meeting.
Item 3:The approval of the advisory vote on the compensation of the named executive officers disclosed in this proxy statement requires the affirmative vote of the holders of a majority of the Class A Common Stock present in person or represented by proxy at the Annual Meeting.
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Item 4:The ratification of
What is a quorum?
Generally, a quorum is defined as the number of shares that are required to be present at the Annual Meeting so that the results of voting on a particular proposal at the Annual Meeting will be deemed to be the act of the stockholders as a whole. With respect to the Company, a quorum is determined by counting the relevant number of shares of Class A Common Stock represented in person or by proxy at the Annual Meeting. If you submit a properly executed proxy card (via mail or the Internet), you will be considered part of the quorum even if you do not attend the Annual Meeting. The presence in person or by proxy of one-halfof the Class A Common Stock outstanding on the Record Date will constitute a quorum.
How are broker non-votesand abstentions treated?
Brokers, as holders of record, are permitted to vote on certain routine matters, but not on non-routinematters. A broker non-voteoccurs when a broker does not have discretionary authority to vote the shares and has not received voting instructions from the beneficial owner of the shares. The only routine matter to be presented at the Annual Meeting is Item 4-the ratification of the appointment of the independent registered public accounting firm. If you hold shares in "street name" and do not provide voting instructions to your broker, those shares will be counted as broker non-votesfor all non-routinematters. Broker non-voteswill be counted for purposes of calculating whether a quorum is present at the Annual Meeting with respect to all of the proposals to be considered at the Annual Meeting. However, broker non-voteswill not be counted for purposes of determining the number of shares of stock having voting power present in person or represented by proxy.
For matters requiring the affirmative vote of the majority of stock having voting power present in person or represented by proxy, abstentions are included in the denominator as shares "present" or "represented" and have the same practical effect as a vote "against" a proposal.
Item 1:An abstention or broker non-votewill have the effect of a vote against the Amendment proposal.
Item 2:An abstention with respect to one or more nominees for director will have the effect of a vote against such nominee or nominees. A broker non-votewill not affect the outcome of this proposal.
Item 3:An abstention with respect to advisory approval of named executive officer compensation will have the effect of a vote against the proposal. A broker non-votewill not affect the outcome of this proposal.
Item 4:Any abstentions will have the effect of a vote against the proposal to ratify the appointment of
Do I have any dissenters' or appraisal rights with respect to any of the matters to be voted on at the Annual Meeting?
No. None of our stockholders has any dissenters' or appraisal rights with respect to the matters to be voted on at the Annual Meeting.
What are the solicitation expenses and who pays the cost of this proxy solicitation?
Our Board is asking for your proxy and the Company will pay all of the costs of soliciting stockholder proxies. We may use officers and employees of the Company to ask for proxies, as described below.
Is this Proxy Statement the only way that proxies are being solicited?
No. In addition to the solicitation of proxies by use of electronic and mail distribution, if deemed advisable, directors, officers and employees of the Company may solicit proxies personally or by telephone or other means of communication, without being paid additional compensation for such services. This proxy solicitation is made by the Board and the cost of this solicitation is being borne by the Company. The Company will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their reasonable expense in forwarding the proxy materials to beneficial owners of the Company's Class A Common Stock. We also may engage a proxy solicitation firm to assist us with the solicitation of proxies and, if so, would expect to pay that firm approximately
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Are there any other matters to be acted upon at the Annual Meeting?
Management does not intend to present any business at the Annual Meeting for a vote other than the matters set forth in the Notice and has no information that others will do so. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter presented at the Annual Meeting for which advance notice was not received by the Company in accordance with our Bylaws. If other matters requiring a vote of the stockholders properly come before the Annual Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the shares represented by the proxies held by them in accordance with applicable law and their judgment on such matters.
Where can I find voting results?
The Company intends to publish the voting results in a Current Report on Form 8-K,which it expects to file with the
Who can help answer my questions?
The information provided above in this "Question and Answer" format is for your convenience only and is merely a summary of the information contained in this Proxy Statement. We urge you to carefully read this entire Proxy Statement and the documents we refer to in this Proxy Statement. If you have any questions, or need additional material, please write to
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ITEM 1. APPROVAL OF THE AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION TO PHASE OUT THE CLASSIFIED STRUCTURE OF THE COMPANY'S BOARD OF DIRECTORS
GENERAL
After careful consideration, our Board approved and adopted, and recommends that our stockholders approve this proposal to amend the Company's Articles to phase out the classified structure of the Company's Board of Directors starting with the directors who are elected at this Annual Meeting.
SUMMARY OF AMENDMENT
Section 2 of Article VII of the Articles currently provides for the classification of the Board into three classes, designated Class I, Class II and Class III, with the term of office of one class expiring each year and directors in each class being elected to three-year terms so that approximately one-thirdof directors, plus any newly appointed directors, stands for election each year.
If the proposed Amendment is approved by our stockholders, commencing with the directors elected at the Annual Meeting, directors will be elected annually for terms expiring at the next succeeding annual meeting of stockholders. Those directors previously elected to three-year terms by our stockholders will complete their three-year terms. Commencing with the election of directors at this 2025 Annual Meeting of Stockholders, the Board of Directors shall be divided into two classes: Class I and Class II. At the 2026 Annual Meeting of Stockholders, the Board will be reclassified classified into a single class of directors: Class
The proposed Amendment would not change the present number of directors or the Board of Directors' authority to change that number or to fill any vacancies or newly created directorships. If the Company's stockholders do not approve this proposal, the Board will remain classified, with each class of directors serving for a term of three years, and the term of the directors standing for election at the Annual Meeting, if elected, will expire at the 2028 Annual Meeting of Stockholders.
If the proposed Amendment is approved, the Amendment will become effective upon the filing of the Amendment with the
The proposed Amendment is attached to this Proxy Statement as Appendix A.
REASONS FOR AMENDMENT
In the past, the Board believed that a classified board structure served the best interests of the Company and its stockholders. Among other considerations, classified boards generally can provide for company and board continuity and stability, promote director independence that is less subject to management or outside influence, and inhibit coercive takeover tactics and special interest groups focused on short-term gains from taking rapid control of a company without giving its board the opportunity to negotiate the payment of an appropriate premium.
While the Board continues to believe these are important considerations, the Board also understands that corporate governance best practices in recent years have moved away from classified boards in favor of electing all directors annually. As part of its ongoing responsibilities to monitor current developments in corporate governance and respond to stockholder feedback, the Board and the
After carefully weighing these considerations, the Board concluded that the annual election of all directors will both enhance the Company's corporate governance practices and be an effective way to maintain and enhance the accountability of the Board. Accordingly, the Board determined that it is in the best interests of the Company and its stockholders to phase out the classified board structure, directed that the Amendment be submitted to a vote of the stockholders at the Annual Meeting and resolved to recommend that the stockholders approve the Amendment. Beginning with the Annual Meeting all director nominees will be nominated to serve one-yearterms.
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VOTE REQUIRED
Approval of the Amendment to the Company's Articles requires the requires the affirmative vote of the holders of at least sixty-sixand two-thirdspercent (66 2/3%) of the voting power of all of the shares of the outstanding Class A Common Stock. An abstention or broker non-votewill have the effect of a vote against the Amendment proposal.
RECOMMENDATION OF THE BOARD
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE AMENDMENT TO THE COMPANY'S ARTICLES TO PHASE OUT THE CLASSIFIED STRUCTURE OF THE COMPANY'S BOARD OF DIRECTORS |
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ITEM 2: ELECTION OF DIRECTORS
CLASSIFICATION OF THE COMPANY'S DIRECTORS
In accordance with the terms of our Articles, our Board is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms, and prior to our 2025 Annual Meeting is comprised as follows:
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The Class I directors are |
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The Class II directors are |
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The Class III directors are |
If the Amendment is approved, the nominees for election at the 2025 Annual Meeting will be elected to a one-yearterm ending at the Company's 2026 Annual Meeting of Stockholders; however, if the Amendment is not approved, the nominees for election at the 2025 Annual Meeting will be elected to a three-year term ending at the Company's 2028 Annual Meeting of Stockholders.
If the Amendment is not approved, all directors standing for election in future years will continue to be elected for three-year terms. Under either scenario, all of our directors will hold office until the annual meeting of stockholders in the year their term expires (as indicated below), and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, removal or disqualification.
For additional information regarding the proposal to declassify the Board, see "Item 1 - Approval of The Amendment to the Company's Second Amended And Restated Articles of Incorporation to Phase Out the Classified Structure of the Company's Board of Directors."
ELECTION PROCEDURES; TERM OF OFFICE
Each nominee receiving the affirmative vote of the holders of a majority of the Class A Common Stock present in person or represented by proxy at the Annual Meeting will be elected. Unless instructed to abstain or vote against one or more of the nominees, all shares of Class A Common Stock represented by proxy will be voted FORthe election of the nominees. If instructed to abstain or vote against one or more but not all of the nominees, all shares of Class A Common Stock represented by any such proxy will be voted FORthe election of the nominee or nominees, as the case may be, for whom no instruction to abstain or vote against has been given.
If a nominee becomes unavailable to serve as a director for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board. The Board has no reason to believe that any nominee will be unavailable to serve as a director. All of the nominees have consented to being named herein and to serve if elected.
Any director vacancy occurring after the election may be filled by the affirmative vote of the majority of the directors then in office, even if the remaining directors constitute less than a quorum of the full Board. In accordance with our Articles, the term of a director elected to fill a vacancy shall expire upon the expiration of the term of office of the class of directors in which such vacancy occurred.
NOMINEES FOR ELECTION
The following table sets forth the name, age, position with the Company and director class for each nominee for election as a director of the Company:
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Age | Current Position with Equity | Class | |||
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63 | Director | I | |||
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69 | Director | I | |||
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74 | Director | I | |||
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54 | Director | I | |||
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The biography of each of the director nominees set forth below contains information regarding the person's service as a director and/or executive officer, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the
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DIRECTOR SINCE: 2003 AGE: 63 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2022 AGE: 69 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2016 AGE: 74 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2003 AGE: 54 |
QUALIFICATIONS: |
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VOTE REQUIRED
The election of each nominee for director will require the affirmative vote of the holders of a majority of the Class A Common Stock present in person or represented by proxy at the Annual Meeting. An abstention with respect to one or more nominees for director will have the effect of a vote against such nominee or nominees. A broker non-votewill not affect the outcome of this proposal.
RECOMMENDATION OF THE BOARD
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |
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DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information with respect to directors, nominees and the executive officers of the Company:
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Age | Position(s) with the Company | Class | Director's Term
Expires |
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Nominees: |
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63 | Director | I | 2025 | ||||
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69 | Director | I | 2025 | ||||
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74 | Director | I | 2025 | ||||
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54 | Director | I | 2025 | ||||
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Directors Continuing until 2026: |
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78 | Director | III | 2026 | ||||
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63 | Director | III | 2026 | ||||
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44 | Director | III | 2026 | ||||
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Directors Continuing until 2027: |
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60 | Director | II | 2027 | ||||
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58 | Director, Chairman and Chief Executive Officer | II | 2027 | ||||
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69 | Director | II | 2027 | ||||
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62 | Director, Executive Vice President, Capital Markets | II | 2027 | ||||
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Non-DirectorExecutive Officers: |
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54 | Chief Operating Officer, |
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55 | Chief Human Resources Officer | ||||||
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38 | Chief Financial Officer | ||||||
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56 | Chief Information Officer | ||||||
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65 | General Counsel | ||||||
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53 | Chief Executive Officer, |
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Krzysztof P. Slupkowski |
38 | |||||||
Set forth below is the background, business experience, attributes, qualifications and skills of the Company's continuing directors and executive officers. Executive officers serve at the discretion of the Board.
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2026 ANNUAL MEETING
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DIRECTOR SINCE: 2021 AGE: 78 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2007 AGE: 63 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2020 AGE: 44 |
QUALIFICATIONS: |
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DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
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DIRECTOR SINCE: 2021 AGE: 60 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2002 AGE: 58 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2020 AGE: 69 |
QUALIFICATIONS: |
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DIRECTOR SINCE: 2011 AGE: 62 |
QUALIFICATIONS: |
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NON-DIRECTOR EXECUTIVE OFFICERS
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CHIEF OPERATING OFFICER AGE: 54 |
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CHIEF HUMAN REOURCES OFFICER AGE: 55 |
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CHIEF FINANCIAL OFFICER AGE: 38 |
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CHIEF INFORMATION OFFICER AGE: 56 |
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GENERAL COUNSEL AGE: 65 |
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CHIEF EXECUTIVE OFFICER, EQUITY BANK AGE: 53 |
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KRZYSZTOF P. SLUPKOWSKI AGE: 38 |
Mr. Slupkowski has been |
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DIVERSITY OF SKILLS AND EXPERIENCES REPRESENTED ON OUR BOARD
The Board believes that its director nominees bring the following skills, experiences and expertise, among others, to the Board as a result of their experience and perspectives:
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accounting and preparation of financial statements |
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active involvement in educational, charitable and community organizations in the communities we serve |
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business ethics |
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complex regulated industries |
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compliance |
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community development |
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corporate governance |
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credit evaluation |
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demonstrated management ability |
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extensive experience in the public, private, or non-for-profitsector |
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human capital management |
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knowledge of growth markets |
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leadership and expertise in their respective fields |
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operations |
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public company board |
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reputational considerations |
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risk management |
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strategic thinking |
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technology and cyber security |
The Company has a commitment to enhancing the skillset, gender and racial diversity of its workforce, leadership team and Board of Directors.
ENVIRONMENTAL AND SOCIAL PRACTICES
The Company remained focused on addressing environmental and social issues in 2024. We strengthened the foundation for these efforts by more intentionally embedding Environmental, Social, and Governance ("ESG") considerations within our strategic planning and risk management processes. To reinforce our execution of key ESG initiatives at the management level, we have in place a cross-functional ESG Committee.
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We continued to make meaningful progress in our efforts to address the potential risks and opportunities associated with climate change. Specific initiatives furthered throughout 2024 included:
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Environmental Initiatives |
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Locally |
Reduction in the Company's reliance on paper, including furthering our utilization of electronic signature investments and electronic data warehousing. | |
| Energy efficient appliance utilization within any new or updated construction projects. | ||
| Emphasizing efficient lighting options, including LED, solar, and motion activation to reduce unnecessary utilization. | ||
| Recycling and E-cyclingto limit our impact based on material inputs or technological obsolescence. | ||
| Emphasizing electronic processing options for our customer based, including paperless statements, online bill payment, online account processing, etc. | ||
| Investing in solar powered infrastructure at banking locations within our footprint. | ||
| Investing in electric vehicles as a more energy efficient means of operating in our geographic footprint. | ||
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Nationally |
Impact Investments made by the Company in solar energy production facilities throughout |
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In addition to the above, we made a three-year commitment to a national conservation organization to implement a Wildlife Habitat and Conservation Education Program in our four state region to partner with local habitat and wildlife projects. These initiatives will include support for public land projects supporting quail and other species in the Pea Ridge Arkansas National Battlefield park; Corners for Wildlife, Biodiversity Credit pilot program, and butterfly pollinator plantings in
The project will include participation by our branches and employees in local education and outreach programs to engage people of all ages and demographics on upland conservation. The programs will focus on habitat education and conservation leadership programs to increase awareness and participation in the uplands.
Our external initiatives sought ways to continue assisting our customers and communities in achieving their financial success. We continue to emphasize our WeCare initiative, encouraging team members throughout our footprint to commit to volunteering and giving back to the communities we serve. As part of the WeCare initiative, our employees partnered with financial literacy organizations to provide financial training to students at local schools, ranging from elementary to high school. During 2024 specific social initiatives of the Company included:
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Social Initiatives |
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The Company committed more than |
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Financial Literacy |
Our employees partnered with financial literacy programs to utilize the financial acumen and experience of our dedicated team members to assist in developing a higher level of financial understanding in the communities we serve. Team members were on-siteteaching foundational principles of financial management to elementary through high school aged students at local schools. | |
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Volunteering |
Our employees committed more than 6,000 hours volunteering in our local communities. We encourage participation through paid time to take part in activities, matching donations, and specific sponsorships of events that meet the needs of our communities. | |
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Community Boards |
Our team members contributed to more than 85 boards in our local communities, including advocacy groups, school boards, advisory and finance board for local commerce and higher education, and many others. | |
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M
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as Exhibit 19.
under the terms of our insider trading policy. Such persons are also prohibited from engaging in various trading practices including short sales of the Company's securities, trading in puts, calls or other derivative securities of the Company, and from holding our securities in a margin account.
B
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COMMITTEES OF THE BOARD
Our Board has established standing committees in connection with the discharge of its responsibilities. These committees include the
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Audit Committee |
Compensation Committee |
Nominating and Governance Committee |
Risk Committee | ||||
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2024 Meetings |
12 | 6 | 6 | 4 | ||||
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Audit Committee met eight (8) times during the year for the sole purpose of approving external disclosures, such as the Company's 8-Ksand 10-Qsrelated to quarterly financial results. |
Audit Committee
Our Audit Committee has responsibility for, among other things:
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selecting and hiring our independent registered public accounting firm, and approving the audit and non-auditservices to be performed by our independent registered public accounting firm; |
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evaluating the qualifications, performance and independence of our independent registered public accounting firm; |
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monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters; |
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reviewing the adequacy and effectiveness of our internal control policies and procedures; |
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discussing the scope and results of the audit with the independent registered public accounting firm and reviewing with management and the independent registered public accounting firm our interim and year-endoperating results; and |
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preparing the Audit Committee report required by the |
Rule 10A-3promulgated by the
Our Board has adopted a written charter for our Audit Committee, which is available on our corporate website at investor.equitybank.com.
Compensation Committee
The Compensation Committee is responsible for, among other things:
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reviewing and approving compensation of our executive officers including annual base salary, annual incentive bonuses, specific goals, equity compensation, employment agreements, severance and change in control arrangements, and any other benefits, compensation or arrangements; |
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reviewing and recommending compensation goals, bonus and stock compensation criteria for our employees; |
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evaluating the compensation of our directors; |
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reviewing and discussing annually with management our executive compensation disclosure required by |
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administrating, reviewing and making recommendations with respect to our equity compensation plans. |
Our Board has evaluated the independence of the members of our Compensation Committee and has determined that each of the members of our Compensation Committee is an "independent director" under the NYSE standards. The members of the Compensation Committee also satisfy the independence requirements and additional independence criteria under Rule 10C-1under the Exchange Act and qualify as "non-employeedirectors" within the meaning of Rule 16b-3under the Exchange Act.
The Compensation Committee has sole and exclusive authority to retain compensation consultants, legal counsel or other advisers, including the authority to provide appropriate funding, as determined by the Compensation Committee, for the payment of reasonable compensation to such compensation consultants, legal counsel and other advisers. When determining whether to engage any compensation consultant, legal counsel or other adviser, the Compensation Committee is required to consider all factors relevant to that person's independence from management and compliance with applicable law and regulations. In 2022 and 2023, the Compensation Committee engaged
Our Board has adopted a written charter for our Compensation Committee, which is available on our corporate website at investor.equitybank.com.
Risk committee
The Risk committee is responsible for, among other things:
| • |
overseeing the Company's risk management framework, including policies and practices relating to the identification, measurement, monitoring and controlling of the Company's principal business risks; |
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ensuring that the Company's risk management framework is commensurate with its structure, risk profile, complexity, activities and size; and |
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providing an open forum for communications between management, third parties and our Board to discuss risk and risk management. |
Our Board has adopted a written charter for our Risk committee, which is available on our corporate website at investor.equitybank.com.
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assisting our Board in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the |
| • |
reviewing periodically the corporate governance principles adopted by the Board and developing and recommending governance principles applicable to our Board; |
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overseeing the evaluation of our Board; and |
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recommending members for each board committee of our Board. |
Our Board has evaluated the independence of the members of our
Our Board has adopted a written charter for our
DIRECTOR NOMINATIONS
Pursuant to its charter, the
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Criteria for Director Nominees
| • |
demonstrated ability and sound judgment that usually will be based upon broad experience; |
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personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience; |
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willingness to objectively appraise management performance; |
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giving due consideration to potential conflicts of interest, current knowledge and contacts in the communities in which the Company does business and in the Company's industry or other industries relevant to the Company's business; |
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ability and willingness to commit adequate time to Board and committee matters, including attendance at Board meetings, committee meetings and annual stockholders meetings; |
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commitment to serve on the Board over a period of several years to develop knowledge about the Company's principal operations; |
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fit of the individual's skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company and the interests of its stockholders; |
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diversity of viewpoints, background, experience, age, gender, race, ethnicity and culture; and |
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other factors deemed relevant and appropriate by the |
Procedures to be Followed by Stockholders
Under Article VI of our Articles, a stockholder may make a nomination or nominations for director of the Company at an annual meeting of stockholders; provided, that the requirements set forth in the Articles have been satisfied. If such requirements have not been satisfied, any nomination sought to be made by such stockholder for consideration and action by the stockholders at such annual meeting of stockholders shall be deemed not properly brought before the meeting, shall be ruled by the Chairman of the meeting to be out of order, and shall not be presented or acted upon at the meeting.
Accordingly, a stockholder must satisfy the requirements summarized below to nominate a director to the Board:
| • |
The stockholder nominating a director must be a stockholder of record on the record date for such annual meeting, must continue to be a stockholder of record at the time of such meeting, and must be entitled to vote on such matter so presented. |
| • |
The stockholder nominating a director must deliver or cause to be delivered a written notice to the Secretary of the Company. Such notice must be received by the Secretary no less than one hundred twenty (120) days prior to the day corresponding to the date on which the Company released its proxy statement in connection with the previous year's annual meeting; provided, however, that if the date of the annual meeting has been changed by more than thirty (30) days from the date of the previous year's annual meeting, such notice must be received by the Secretary a reasonable time prior to the time at which notice of such meeting is delivered to the stockholders. The notice shall specify: (a) the name and address of the stockholder as they appear on the books of the |
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serve if elected, and disclosing the information about such stockholder that would be required by the Exchange Act, and the rules and regulations promulgated thereunder, to be disclosed in the proxy materials for the meeting involved if such stockholder were a nominee of the Company for election as one of its directors; and (e) if requested by the Company, all other information that would be required to be filed with the |
| • |
Notwithstanding satisfaction of the provisions of the requirements set forth above, the proposal described in the notice may be deemed not to be properly brought before the meeting if, pursuant to state law or any rule or regulation of the |
| • |
In the event such notice is timely given in accordance with the requirements set forth in the Articles and the business described therein is not otherwise disqualified pursuant to the Articles, such business may be presented by, and only by, the stockholder who shall have given the notice required by the Articles or a representative of such stockholder. |
The above summary does not purport to be a complete statement of all the terms and conditions that a stockholder must satisfy to make a proposal or nominate a director. Any stockholder desiring to take any of these actions should consult, without limitation, the Articles, our Bylaws, applicable Kansas law,
COMMUNICATIONS WITH OUR BOARD
Interested parties may communicate by writing to
The Company will review each communication and will forward the communication, as expeditiously as reasonably practicable, to the addressees if: (1) the communication complies with the requirements of any applicable policy adopted by the Board relating to the subject matter of the communication; and (2) the communication falls within the scope of matters generally considered by the Board. To the extent the subject matter of a communication relates to matters that have been delegated by the Board to a committee or to an executive officer of the Company, then the Company may forward the communication to the executive officer or chairman of the committee to which the matter has been delegated. The acceptance and forwarding of communications to the members of the Board or an executive officer does not imply or create any fiduciary duty of the Board members or executive officer to the person submitting the communications.
Information may be submitted confidentially and anonymously, although the Company may be obligated by law to disclose the information or identity of the person providing the information in connection with government or private legal actions and in other circumstances. The Company's policy is not to take any adverse action, and not to tolerate any retaliation, against any person for asking questions or making good faith reports of possible violations of law, the Company's policies or its Corporate Code of Business Conduct and Ethics.
DIRECTOR ATTENDANCE AT THE ANNUAL MEETING
The Board encourages directors to attend the Annual Meeting and have historically achieved nearly full attendance. All of the Company's directors were in attendance at the Company's 2024 Annual Meeting of Stockholders held on
CODE OF BUSINESS CONDUCT AND ETHICS
Our Board has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors. The full text of our Code of Business Conduct and Ethics is available on our corporate website at investor.equitybank.com. The Code of Business Conduct and Ethics may be accessed by selecting "Investor Relations" then "Governance" then "Governance Documents" from the menus on our website.
DIRECTOR INDEPENDENCE
Under the rules of the NYSE, independent directors must comprise a majority of our Board. The rules of the NYSE, as well as those of the
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of the date of this Proxy Statement, no members of our Compensation Committee are or have been an officer or employee of us or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.
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DIRECTOR COMPENSATION
The Board's philosophy for director compensation is to provide the Company with the best opportunity to compete for, attract, and retain qualified board members, compensate board members fairly and in alignment with stockholder's interests, and be fiscally responsible for the long-term success and viability of the Company.
The Compensation Committee evaluates the competitiveness of director compensation on an ongoing basis and makes pay recommendations to the full
For the 2024 service year, we paid each of our non-employeedirectors a cash retainer of
Pursuant to our director compensation policy we prepay our directors' fees on
All of our directors also serve as directors of
The following table sets forth the compensation earned during for the fiscal year ended
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Fees Earned or Paid in Cash ($) (1) |
Stock Awards ($) (2) | Total ($) | |||
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45,267 | 37,667 | 82,934 | |||
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57,167 | 37,667 | 94,834 | |||
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41,300 | 37,667 | 78,967 | |||
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57,167 | 37,667 | 94,834 | |||
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41,300 | 37,667 | 78,967 | |||
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45,267 | 37,667 | 82,934 | |||
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86,633 | 37,667 | 124,300 | |||
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53,200 | 37,667 | 90,867 | |||
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41,300 | 37,667 | 78,967 | |||
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93,433 | 37,667 | 131,100 | |||
| (1) |
For the 2023 and 2024 service years, director retainer and committee fees were prepaid on |
| (2) |
In addition to retainer and committee fees, for the 2023 and 2024 service years, each director of the Company also received a one-yearvesting share-based issuance with a grant date fair value equal to |
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ITEM 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
We believe that our compensation programs are designed to align the interests of our executive officers with those of our stockholders. Our compensation philosophy is to provide market-competitive programs that ensure we attract and retain high-performing talent and incentivize executives to continually improve company performance and increase stockholder value over time. We are providing our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly known as a "Say on Pay" proposal, gives you as a stockholder the opportunity to endorse the compensation of our named executive officers. We encourage you to review the tables and our narrative discussion included in this proxy statement.
Our executive officers, including our named executive officers ("NEOs"), as identified in "Executive Compensation-Compensation Discussion and Analysis", are critical to our success. We design our executive compensation program to incentivize and reward achievement of our short-term operational objectives and long-term strategic goals, which we believe will result in long-term sustainable stockholder value; align our executives' interests with those of our stockholders by placing a substantial portion of total compensation at risk; and attract, motivate and retain highly-qualified executives.
This vote is not intended to address any specific item of compensation, but the overall compensation of our NEOs and the philosophy, program elements and process described in this proxy statement. Accordingly, we recommend that you vote "FOR" the following resolution at the Annual Meeting:
"RESOLVED, that on an advisory basis, the 2024 compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation rules of the
This Say on Pay vote is advisory and therefore will not be binding on the Company, the Compensation Committee or our Board of Directors. However, our Board of Directors and our Compensation Committee value the opinions of our stockholders. To the extent there is any significant vote against the compensation of our NEO's as disclosed in this proxy statement, we will consider our stockholders' concerns and the Compensation Committee will evaluate whether any actions are appropriate to address those concerns.
VOTE REQUIRED
The approval of the non-binding,advisory vote on the compensation of the named executive officers disclosed in this proxy statement requires the affirmative vote of the holders of a majority of the Class A Common Stock present in person or represented by proxy at the Annual Meeting. An abstention with respect to advisory approval of named executive compensation will have the effect of a vote against the proposal. A broker non-votewill not affect the outcome of this proposal.
RECOMMENDATION OF THE BOARD
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. |
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EXECUTIVE COMPENSATION AND OTHER INFORMATION
COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion & Analysis ("CD&A") provides a description of the material elements of our 2024 executive compensation programs as well as perspective and context for the 2024 compensation decisions for our executive officers named in the Summary Compensation Table referred to in this CD&A and in subsequent tables as our named executive officers ("NEOs"). The following officers are our NEOs for 2024:
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Title | |
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Chief Executive Officer and Chairman of the Board | |
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Executive Vice President, Chief Financial Officer | |
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Executive Vice President, Chief Operating Officer | |
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Executive Vice President, General Counsel | |
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Chief Executive Officer, |
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The CD&A is organized into the following sections:
| 1. |
Executive Summary |
| 2. |
Compensation Philosophy and Best Practices |
| 3. |
Program Elements and Pay Decisions |
| 4. |
Compensation Process |
| 5. |
Other Factors Affecting Executive Compensation |
Executive Summary
Business Performance
The Company delivered for our stockholders in 2024. Equity grew net income and earnings per share, while expanding the franchise and growing tangible book value and tangible book value per share. Notable achievements:
| • |
Net income of |
| • |
Net interest income expanded |
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Realized loan losses remained low, resulting in limited provisioning while maintaining a historically high reserve rate to prepare for any losses which may be realized associated with economic uncertainty. |
| • |
Completed the acquisitions of |
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Successfully executed a capital raise by issuing 2,067,240 shares of common equity at a price of |
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Increased the quarterly dividend by 25% from |
The compensation decisions made by the Compensation Committee and the Board during 2024 reflected their continuing focus on serving our customers, creating long-term sustainable stockholder value, and prudently managing risk.
Adjusted diluted earnings per share, tangible book value and associated metrics are financial measures determined by methods other than in accordance with accounting principles generally accepted in
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2024 Executive Compensation Program Highlights
The Company targets executive compensation to be in a competitive range with our peer group while considering other factors and minimizing risk. For 2024, the components of our NEO compensation included:
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Compensation Component |
Purpose and Objectives | Key Features and Performance Metrics | ||
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Base Salary |
Salaries provide market competitive pay commensurate to job responsibilities. |
• Annual adjustments based on achievement of individual performance goals, market competitive considerations, and changes in responsibilities, when applicable. |
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Executive Incentive Plan ("EIP") |
Motivates and rewards NEOs for achievement of strategic and tactical goals over the performance period, generally in relation to the Board approved budget. |
• NEO must be employed on the date the incentive award is paid. • Corporate performance metrics for 2024: (a) adjusted pre-taxincome relative to budgeted target; (b) net over-head ratio relative to budgeted target; and (c) individual performance objectives. • For 2024, payout opportunities under the EIP were weighted 85% based on corporate performance and 15% based on individual performance. • This award is paid in cash. • Payouts are subject to satisfactory regulatory ratings. |
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Long Term Incentive Plan ("LTI") - Time Vested RSUs ("TRSUs") |
Promotes retention of talent; aligns NEO interests with long-term value creation as well as stockholder interests. |
• 50% of total long-term incentive. • TRSUs vest ratably over three years from the date of grant. • NEO must be employed on the date of vesting, with exceptions. • NEO performance must be in good standing for the measurement period. |
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Long Term Incentive Plan ("LTI") - Performance RSUs ("PRSUs") |
Promotes retention of talent; aligns NEO interests with long-term value creation as well as stockholder interests. |
• 50% of total long-term incentive earned at target. • PRSUs cliff vest at end of three-year measurement period. • 50% of performance criteria weighted to relative total stock return. • 50% of performance criteria weighted to relative core EPS growth. • 100% of the award is subject to forfeiture if below 35th percentile of applicable index. • NEO must be employed on the date of vesting, with exceptions. • NEO performance must be in good standing for the measurement period. |
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Compensation Philosophy and Best Practices
Compensation Philosophy
We believe that executive compensation should be directly linked to our Company's performance while remaining competitive relative to the compensation levels and practices of our peers. Our compensation philosophy describes the framework for our decision making and includes industry "best practice" compensation features. The Compensation Committee annually reviews our executive compensation philosophy and practices, with the input and support of our independent compensation consultant. This process enables us to implement an executive compensation program that (a) promotes our short- and long-term business strategies and objectives, (b) is market competitive, and (c) aligns with the interests of our stockholders.
Key attributes of our executive compensation programs:
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Drive performance relative to clearly defined goals, balancing short-term operational objectives with long-term strategic goals; |
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Align executives' long-term interests with stockholders by placing a substantial portion of total compensation at risk, contingent on Company performance and the executive's ongoing employment; |
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Ensure compensation programs have a positively correlated relationship with changes in Company performance and the executive's individual performance; |
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Encourage our executives to take actions that are aligned with the interests of long-term stockholders through the use of stock- based compensation; |
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Attract and retain highly talented and qualified executives to achieve our financial goals and maintain stability in our executive management team through market competitive compensation that aligns executive's interests with those of our long-term stockholders; |
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Mitigate risk through plan design, award caps/maximums, clawback provisions, and Compensation Committee certification of performance; and |
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Use independent consultants and advisors to ensure practices are competitive to the market and the Company's peers. |
Best Practices
The Compensation Committee continued to utilize and deploy sound governance and risk management practices that align with our compensation philosophy:
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What We Do |
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Pay for performance. |
Annual advisory say on pay vote. |
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Above target and maximum long-term incentive payouts only when we outperform our peer benchmarks. |
Stock ownership guidelines and stock holding requirements for the Board, Executive Vice Presidents and CEO. |
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Incentive plan directly linked to strategic and objective financial goals. |
Total direct target compensation that is market competitive with actual pay that varies based on performance. |
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A significant portion of long-term incentives earned based on relative TSR performance. Our long-term incentive plans have multi-year vesting periods. |
A Compensation Committee composed entirely of independent directors overseeing the Company's executive compensation policies. |
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Robust clawback policy allowing for recoup of any excess compensation paid to the NEOs if the Company restates its financial results upon which an award is based or if the NEO engages in misconduct. |
Annual risk assessments performed. |
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Annual peer group review. |
Independent compensation consultant. |
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Caps/maximums in place for our incentive plans. |
A "double-trigger" is required (both a change-in-controland qualifying termination event must occur) in order to issue any change-in-controlseverance payments to our NEOs. |
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What We Do Not Do |
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No tax-grossups in our change in control arrangements. |
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No repricing of stock options without stockholder approval. |
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No excessive perquisites. |
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No incentive plans which encourage inappropriate risk taking. |
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Say-on-PayVote
At our annual meeting of stockholders held in 2024, the non-binding,advisory proposal to approve the compensation of our NEOs received the approval of approximately 70.0% of the shares having voting power and present at the meeting. The Compensation Committee pays careful attention to communications received from stockholders regarding executive compensation, including the nonbinding, advisory vote and believe that the vote reflects our stockholders' support of our compensation philosophy and the manner in which we compensate our NEOs. As the Compensation Committee evaluated our compensation practices for fiscal 2024, it was mindful of the support our stockholders expressed for our executive compensation programs and ultimately decided to retain the overall design of our executive compensation for fiscal 2024.
Program Elements and Pay Decisions
We compensate our named executive officers through a mix of:
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base salary; |
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performance-based annual cash incentives; |
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long-term equity incentive compensation (awarded in the form of Restricted Stock Units with three-year ratable vesting periods and Performance Share Units with three-year cliff vesting periods); and |
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other benefits, which include certain perquisites. |
We believe the current mix and value of these compensation elements provide our NEOs with total annual compensation that is both reasonable and competitive within our markets, appropriately reflects our performance and each NEO's particular contributions to that performance, and takes into account applicable regulatory guidelines and requirements. We intend for our compensation program to be performance-based, where the opportunity to eahigher compensation (via our short- and long-term incentive plans) is provided if performance warrants. As illustrated below, the majority of our CEO's and other NEO's total direct compensation opportunity (salary, target annual incentives, one-timebonuses, and annual equity awards at grant date fair value) is variable ("at-risk").The chart below depicts the mix of total target direct compensation opportunity set for our CEO and other NEOs for 2024..
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2024 Pay Mix (1) |
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Base Salary (2) |
One- Time Bonus (3) |
Target Short- term Annual Incentive Compensation (4) |
Target Long-term Incentive Compensation (5) |
Total | At-Risk | ||||||||||||||
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42 | % | 0 | % | 31 | % | 27 | % | 100% | 58% | ||||||||||
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50 | % | 0 | % | 25 | % | 25 | % | 100% | 50% | ||||||||||
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49 | % | 0 | % | 27 | % | 24 | % | 100% | 51% | ||||||||||
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37 | % | 29 | % | 16 | % | 18 | % | 100% | 63% | ||||||||||
|
|
45 | % | 0 | % | 30 | % | 25 | % | 100% | 55% | ||||||||||
| (1) |
Annual total direct compensation opportunity differs from the "Total" for 2024 in the 'Summary Compensation Table' because it: (a) includes the annual incentive opportunities at target, rather than the actual payout that was earned and (b) excludes the items shown under the 'All Other Compensation' column of the 'Summary Compensation Table'. |
| (2) |
Base salary is based on the amounts disclosed in the under the heading "Base Salaries" below. |
| (3) |
One-timebonuses are limited to specific circumstances the Compensation Committee considers to warrant additional compensation outside of our incentive plans. During 2024, a bonus was deemed appropriate for |
| (4) |
For more information, see the heading "Annual Executive Incentive Plan" below. |
| (5) |
For more information, see the heading "Long-Term Incentive Plan" below. |
Base Salary
The base salaries of our NEOs are reviewed and set annually by the Board working with our Compensation Committee as part of the Company's performance review process as well as upon the promotion of an executive officer to a new position or other change in job responsibility. In establishing base salaries for our NEOs, the Compensation Committee has relied on external market data obtained from outside sources including banking industry trade groups and peer group compensation data developed by our independent compensation consultant. In addition to considering the information obtained from such sources, the Compensation Committee has considers:
| • |
each NEO's scope of responsibility; |
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| • |
each NEO's years of experience; |
| • |
the types and amount of the elements of compensation to be paid to each NEO; |
| • |
our overall financial performance and performance with respect to other aspects of our operations, such as our growth, asset quality, profitability and other matters, including the status of our relationship with the banking regulatory agencies; and |
| • |
each NEO's individual performance and contributions to our company-wide performance, including leadership, team work and community service. |
Below, we detail the salary increases from 2023 to 2024 for the NEOs. Our Compensation Committee considers market practices, external competitiveness, stockholder interests and advice from our independent compensation consultant in establishing base salaries. The Compensation Committee determined each NEO's base salary for fiscal year 2024 at the beginning of 2024.
|
NEO |
2023 Base Salary | 2024 Base Salary (1) | % increase | |||
|
|
3% | |||||
|
|
46% | |||||
|
|
22% | |||||
|
|
3% | |||||
|
|
2% | |||||
| (1) |
|
| (2) |
|
Annual Executive Incentive Plan ("EIP")
We typically pay an annual cash incentive award to our NEOs. Annual incentive awards are intended to recognize and reward those NEOs who contribute meaningfully to our performance for the year. The Compensation Committee determines whether such bonuses will be paid for any year and the amount of any bonus paid is based upon an annually established formula and specific performance measures.
The Company's design of the performance-based cash incentive plan (Annual Executive Incentive Plan ("EIP")) is intended to align executive pay with performance, incentivize achievement of the Company's annual strategic goals, and drive superior financial results. The EIP is designed to achieve the following goals and objectives:
| • |
recognize and reward achievement of the Company's annual business goals critical to driving our long-term strategy: |
| • |
motivate and reward superior performance; |
| • |
attract and retain talent needed for the Company's success; |
| • |
be competitive with market; |
| • |
encourage teamwork and collaboration through shared goals; and |
| • |
promote sound risk management practices. |
Incentive Opportunity
All executive officers participate in the EIP, which is administered by the Compensation Committee. The EIP is an annual incentive plan designed to encourage participants to focus on key performance goals during the performance period, which in 2024, was
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|
2024 EIP Award Opportunity as a Percent of Salary (Interpolated between performance levels) |
||||||
| Threshold (80% of goals) | Target (100% of goals) | Maximum (130% of goals) | ||||
|
NEO |
Threshold (50% payout) (1) | Target (100% payout) (1) | Maximum (150% payout) (1) | |||
|
|
43% | 75% | 107% | |||
|
|
29% | 50% | 71% | |||
|
|
32% | 55% | 78% | |||
|
|
26% | 45% | 64% | |||
|
|
37% | 65% | 93% | |||
(1) The individual component of each executive's incentive opportunity is assumed to be paid at 100% in each of the scenarios.
2024 corporate goals in the EIP and actual results (dollars in thousands):
|
Weighting of Performance |
Threshold/ Target/ |
2024 EIP Performance Goals |
2024 Actual Results / |
|||||||||||||||||||
|
Performance Measure |
Measure | Stretch | Threshold | Target | Maximum | Pay Out % | ||||||||||||||||
|
Adjusted Pre-taxIncome, relative to the Budget Adjusted Pre-taxIncome (000s) |
60% | 80
100 130 |
% /
% / % |
150.0 |
(2)/
% |
|||||||||||||||||
|
Net-over-headRatio (adjusted non-interestincome relative to adjusted non-interestexpense) relative to Budget for |
25% | 80
100 130 |
% /
% / % |
20.2 | % | 25.2 | % | 32.8 | % | 32.8
150.0 |
% (3)/
% |
|||||||||||
| (1) |
The 2024 Plan defined adjusted net income as a percentage of budgeted amount determined using the same calculations, defined as the amount of net income of the Company as determined by GAAP and reported on our |
| (2) |
To derive 2024 adjusted pre-taxincome, the Company's GAAP pre-taxincome was adjusted as follows. |
|
2024 (in 000s) |
||||
|
Pre-TaxGAAP income (loss) |
||||
|
Securities (gain) loss |
(220 | ) | ||
|
Merger expenses |
4,461 | |||
|
Provision for credit losses |
4,750 | |||
|
Incentive accrual in excess of budgeted |
698 | |||
|
Adjusted pre-taxincome |
||||
| (3) |
The following table show how |
|
2024 (in 000s) |
||||
|
Non-interestincome |
$ 38,528 | |||
|
Securities (gain) loss |
74 | |||
|
Credit resolution benefit realized at holding company |
8,475 | |||
|
Adjusted non-interestincome |
$ 47,077 | |||
|
Non-interestexpense |
||||
|
Merger expenses |
(3,893) | |||
|
Incentive accrual |
(2,698) | |||
|
Adjusted non-interestexpense |
||||
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In addition to the Company-based metrics enumerated above, 15% of each NEO's EIP award is based on his or her leadership rating and contributions toward the achievement of corporate goals and performance measures achieved above (see "Individual Performance" section for more detail). Each of our NEO's, with the exception of
The 2024 EIP awards are summarized below:
| Company Component | Individual Performance Component | |||||||||||||
|
|
Weighting |
Award Percentage Achievement |
Company Component Total |
Weighting |
Award Percentage Achievement |
Individual Performance Component Total |
2024 EIP Total | |||||||
|
|
85% | 150.0% | 15% | 100.0% | ||||||||||
|
|
85% | 150.0% | 15% | 100.0% | ||||||||||
|
|
85% | 150.0% | 15% | 100.0% | ||||||||||
|
|
85% | 150.0% | 15% | 100.0% | ||||||||||
|
|
85% | 150.0% | 15% | 0.0% | - | |||||||||
The following table shows the total payout opportunity and the total actual payout of annual cash incentives for the performance year
|
NEO |
2024 Incentive Target | % of Target Incentive | ||
|
|
142.5% | |||
|
|
142.5% | |||
|
|
142.5% | |||
|
|
142.5% | |||
|
|
127.5% | |||
Individual Performance
The Compensation Committee believes individual performance of our NEOs is relevant in all compensation decisions. The Compensation Committee formally considers individual performance in determining annual merit base salary changes and for the determination of the individual performance portion of the EIP. The Compensation Committee measures individual performance for NEOs using an annual goal setting process that aligns individual goals with the annual budget, the strategic plan and key business initiatives.
Individual performance adjustments reflect the level of achievement for our NEOs against annual individual performance goals. Individual performance for all employees, including our NEOs, is assessed using an annual performance management process. Goals are established at the beginning of the year and performance is assessed against these goals at the end of the year. Performance goals align our annual business plans and long-term strategic plans, including financial and operating metrics, business development, governance and risk management, people and organization development and customer experience. For 2024, with the exception of
|
NEO |
Performance Highlights | |
|
|
• Mr. Elliott's 2024 performance goals aligned with enhancement of stockholder value and were primarily based on business performance and organizational development; • Additionally, he was responsible for the Company's active community involvement, strong and constructive regulatory relationships and stockholder engagement. • Mr. Elliott oversaw the facilitation of definitive agreements and merger applications as well as subsequent management and stockholder engagement for two M&A transactions in 2024, adding assets, deposits and new geographies. Each of these transactions was announced and closed within 70 days amidst a challenging M&A backdrop. • Mr. Elliott provided leadership in facilitating a capital raise of |
|
|
|
• Led the analysis and execution of • Led the Bank's capital raise and underwriter due diligence process, leading to additional capital and capacity to facilitate strategic transactions in 2025. • Led the modeling and financial due diligence around the completed transactions as well as many other contemplated transactions throughout 2024. |
|
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|
NEO |
Performance Highlights |
|
|
|
• Successfully transitioned into her role as Chief Operating Officer of • Ms. Huber successfully led the operational due diligence procedures around multiple potential M&A targets during 2024, including • Oversaw the integration of two banking platforms into the legacy |
|
|
|
• Mr. Reber successfully led the resolution of multiple, legacy problem assets. His efforts led to more than • Successfully negated potential losses related to multiple credits in 2024 through asset sale negotiations and proactive workout steps. • Contributed to due diligence around multiple M&A targets, including |
|
|
|
• Mr. Sems successfully transitioned into the CEO role of • Led the negotiation and on-sitetransition of operations and personnel for the Company's two completed merger transactions in 2024. • Repositioned the incentive programs in place for customer facing roles to better align with the interests of the organization and our stockholders, including the addition of an option based incentive program designed only for producers throughout our footprint tied to stretch production goals over a period of 12 quarters. 2024 was the first measurement year and we anticipate enhanced traction as we move to 2025 and beyond. |
Long-Term Incentive Equity Plan ("LTIP")
The Company believes that equity compensation is a critical component of a total direct compensation package which enhances the Company's ability to recruit, retain and reward key talents needed for the Company's success, align executives' interests with those of our stockholders, encourage executives' best performance and provide incentives for long-term sustained performance. Our stockholder-approved stock incentive plan allows us to execute our philosophy by providing equity compensation to our key executives and Board members.
The Compensation Committee approves equity awards to members of the executive management team, including the NEOs, pursuant to the Company's stockholder-approved
The LTIP is designed to support the Company's pay for performance philosophy and reward key executives for creating long-term stockholder value. More specifically, the LTIP is designed to meet the following objectives:
| • |
Performance:Reward key executives for driving long-term, sustained performance (e.g., stock price, specific performance measures). |
| • |
Stockholder Alignment:Align executives with stockholder interests through performance goals and focus on stockholder value appreciation. |
| • |
Ownership:Ensure executives have an ownership/equity interest. |
| • |
Retention:Promote the retention of senior executives. |
| • |
Sound Risk Management:Provide a balanced view of performance and align rewards with the time horizon of risk. |
| • |
Market Competitive:Position executive total compensation to provide market competitive opportunities that are aligned with performance. Similar to the EIP, the long-term incentive plan is designed to only provide above target or maximum long-term incentive payouts when we outperform our peer benchmarks. |
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Treatment of LTIP Awards Under Termination Events
The Long-Term Incentive Plan details treatment of performance-vested restricted stock units ("PRSUs") and time-vested restricted stock units ("TRSUs") under various employment termination events.
|
Termination Event |
Time-Based RSU (TRSU) and Time-Based Stock Options (TSO) |
Performance-Based RSU (PRSU) | ||
|
Death |
Unvested TRSUs and TSOs will vest immediately |
A pro-rataportion of PRSUs will vest immediately at target level. Pro-rataportion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-yearperformance period (36 months). |
||
|
Disability |
Unvested TRSUs and TSOs will vest immediately |
A pro-rataportion of PRSUs will continue to vest and payout will be determined based on the actual performance after the performance period ends. Pro-rataportion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-yearperformance period (36 months). |
||
|
Involuntary Termination without Cause (including Termination by Executive for Good Reason) |
A pro-rataportion of unvested TRSUs and TSOs will vest immediately. Pro-rataportion will be calculated based on the number of months worked after last vesting month during the vesting period as a percentage of the number of months from the last vesting month to the end of the 36-monthvesting period. |
A pro-rataportion of PRSUs will vest immediately and payout will be determined based on the actual performance measured on the most recent completed fiscal quarter before termination. If actual performance cannot be determined, prorated PRSUs will be paid at target performance level. Pro-rataportion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-yearperformance period (36 months). |
||
|
Retirement (as defined in the Company's retirement plan or retirement policy) |
A pro-rataportion of unvested TRSUs and TSOs will vest immediately. Pro-rataportion will be calculated based on the number of months worked after last vesting month during the vesting period as a percentage of the number of months from the last vesting month to the end of the 36-monthvesting period. |
A pro-rataportion of PRSUs will vest immediately and payout will be determined based on the actual performance measured on the most recent completed fiscal quarter before termination. If actual performance cannot be determined, prorated PRSUs will be paid at target performance level. Pro-rataportion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-yearperformance period (36 months). |
||
|
Voluntary Resignation / Termination for Cause |
Forfeiture |
Forfeiture |
2024 LTIP Awards
The Compensation Committee considers market practices, external competitiveness, stockholder interests and advice from our independent compensation consultant in establishing the amount and characteristics of equity award grants. The Compensation Committee determined the level of long-term incentive grants for fiscal year 2024 at the beginning of the fiscal year. Prior to making the grants, the Compensation Committee established an intended long-term incentive value for each NEO. When setting these intended values, the Compensation Committee considered competitive market data from the peer group prepared by our independent compensation consultant and target total compensation opportunities. We intend that the value of long-term incentive awards for our NEOs be market competitive when considered within the framework of the NEO's total compensation opportunity. Individual performance or other factors may result in awards which are above or below the market median. These factors include tenure and experience, succession planning and retention, subjective evaluations of performance, historical grant levels and other recent compensation actions with respect to the individual. The actual value of equity awards realized by any individual may differ significantly (up or down) from the intended value due to changes in our stock price over the life of the awards and the extent to which performance goals are met in the case of PRSUs. As a condition to receiving an equity award, each employee (including each NEO) is required to enter into a restrictive covenant agreement that includes a perpetual confidentiality covenant and a one-yearnon-solicitationcovenant covering employees, independent contractors, customers and other business relationships of the Company or
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Table of Contents
The 2024 annual equity grants were comprised of 50% PRSUs and 50% TRSUs. The Compensation Committee established the target levels of achievement to be challenging yet reasonably attainable, with threshold awards set at expected levels of achievement, and maximum awards set at an aggressive and difficult level of achievement. Levels of achievement for both goals were assessed using a combination of budget, our historical performance, peer group performance, and the Company's subjective estimates for future performance.
The Compensation Committee has discretion to adjust the performance vested awards by +/- 20% depending on extraordinary events or the Company's performance in other areas.
|
2024 Equity Award Opportunities at Target Performance |
||||||
|
Named Executive Officer |
TRSU (# of shares at Target) |
PRSU (# of shares at Target) |
Value at Target ($000) | |||
|
|
7,730 | 7,730 | ||||
|
|
2,093 | 2,093 | ||||
|
|
2,360 | 2,360 | ||||
|
|
2,341 | 2,341 | ||||
|
|
5,023 | 5,023 | ||||
| (1) |
Excludes TRSUs for |
PRSUs have a three-year performance period (
|
3-year TSR & EPS Performance Relative to Index (1) |
3-year Performance Relative to |
Payout Schedule | ||
|
75th percentile |
Stretch | 150% of target | ||
|
55th percentile |
Target | 100% of target | ||
|
35th percentile |
Threshold | 50% of target | ||
|
Below the 35th percentile |
Below Threshold |
0% of target |
||
| (1) |
Will be measured based on the Company performance relative to an index of |
Each measure's performance is determined independently. A payout percentage will be interpolated between 50% and 150% dependent on the reported percentile to peers. The PRSU grants will vest as soon as practical after performance results are known and the Compensation Committee reviews and certifies the results. TRSU grants have an incremental vesting schedule which vests 33.33% per year beginning on the first anniversary of the grant date.
Below, we detail the equity award earning opportunity per executive officer as a percent of salary.
| 2024 Grant Date Value of Equity Award Opportunity as a % of Salary on Grant Date | ||||||||||||||||
| PRSUs | ||||||||||||||||
|
NEO |
TRSUs |
Threshold |
Target | Maximum | ||||||||||||
|
|
32.50% | 16.25% | 32.50% | 48.75% | ||||||||||||
|
|
25.00% | 12.50% | 25.00% | 37.50% | ||||||||||||
|
|
25.00% | 12.50% | 25.00% | 37.50% | ||||||||||||
|
|
25.00% | 12.50% | 25.00% | 37.50% | ||||||||||||
|
|
27.50% | 13.75% | 27.50% | 41.25% | ||||||||||||
| (1) |
Excludes time vested restricted stock units for |
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2022 PRSUs
PRSUs were awarded to all NEOs who were actively employed on
|
Relative "Core EPS" Growth |
2022 RSU Payout Percentage of Target |
Relative "TSR" Performance |
2022 RSU Payout Percentage of Target |
|||
|
75th Percentile and Above |
150% | 75th Percentile and Above | 150% | |||
|
55th Percentile |
100% | 55th Percentile | 100% | |||
|
35th Percentile |
50% | 35th Percentile | 50% | |||
|
Below 35th Percentile |
0% | Below 35th Percentile | 0% | |||
| 2022-2024 Performance Cycle | ||||||
|
Named Executive Officer |
PRSUs Target (# of shares) |
PRSUs Vested (# of shares) |
PRSUs Vested (% of Target) |
|||
|
|
7,447 | 11,171 | 150.0% | |||
|
|
948 | 1,422 | 150.0% | |||
|
|
2,252 | 3,378 | 150.0% | |||
|
|
1,995 | 2,993 | 150.0% | |||
|
|
- | - | - | |||
| (1) |
|
Other Equity Awards
Under his employment agreement,
Bifurcation of these additional share grants between full value equity awards and options is important to the Company, as value under the options is only realized through share price appreciation further aligning the compensation of
Additional Benefits
In addition to the compensation paid to NEOs as described above, NEOs received, along with and on the same terms as other employees, certain benefits pursuant to the 401(k) Plan and life insurance. Eligible employees, including NEOs, may participate in our health and welfare benefit program, including medical, dental, vision coverage, disability and life insurance. These benefits are offered to all employees as part of our total compensation program.
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Table of Contents
We provide our NEOs with perquisites that the Compensation Committee believes are reasonable and consistent with our overall compensation program and allows our NEOs to more effectively discharge their responsibilities to the Company. Certain of our NEOs were provided with Company-owned vehicles in 2024. The Company has more than 70 retail and commercial offices throughout Kansas,
Death Benefits for Certain Officers
The Company maintains an unfunded plan for a select group of officers whose lives have been insured by Bank Owned Life Insurance ("BOLI") pursuant to which a multiple of the officer's base salary at the time of death is payable over a stated time period to a beneficiary designated by the officer. The officer at the time of death must be actively employed by the Company.
Employee Stock Purchase Plan
Our NEOs are eligible to participate in our employee stock purchase plan ("ESPP") on the same basis as all other employees. Our ESPP was approved by our stockholders at our 2019 Annual Meeting of Stockholders and the ESPP is structured as a qualified employee stock purchase plan under Section 423 of the Internal Revenue Code. The ESPP gives our employees an opportunity to purchase shares of our common stock at a discounted price subject to compliance with the terms of the ESPP. We believe that our stockholders will correspondingly benefit from the increased interest on the part of participating employees in our success.
Executive Deferred Compensation Plan
The Bank sponsors and maintains the
Special Bonuses
In 2024, in recognition of realized earnings in excess of
Compensation Process
The Compensation Committee
The Compensation Committee is a standing committee that operates pursuant to a charge that has been approved by the Board. Each member of the Committee is independent as defined under applicable NYSE rules. While the committee receives input from the CEO and executives on certain information and data and regularly consults with its independent compensation consultant, the Committee is fully responsible for all aspects of compensation decisions for NEOs. To fulfill its responsibilities, the Committee meets throughout the year and also takes action by written consent. The Chairman of the Committee reports on Committee actions at meetings of the Company's Board.
The Committee operates under a written charter that establishes its responsibilities. A copy of the Compensation Committee Charter can be found on the Company's website investor.equitybank.com. The Committee reviews the Charter annually to ensure that the scope of the Charter is consistent with the Committee's expected role. Under the Charter, the Committee is charged with general responsibility for the oversight and administration of our executive compensation program. Annually, the Committee reviews all compensation components and incentives, long-term incentives, benefits and other perquisites. In addition to reviewing competitive market values, the Committee examines the total compensation mix, pay for performance relations and alignment with our compensation philosophy. The Committee also reviews the employment agreements for NEOs. As the Committee makes decisions regarding the CEO and other executive officers' compensation, input and data from management and outside advisors are provided for external reference and perspective. While the CEO makes recommendations on other executive officers' compensation, the Committee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.
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Table of Contents
The Compensation Committee Independent Compensation Consultant
Pursuant to its Charter, the Committee has the sole authority to retain, terminate, obtain advice from, oversee and compensate its outside advisors, including its compensation consultant. The Committee has access to the funding it needs to solicit advisory services to meet their requirements.
The Compensation Committee engaged
The Role of Executive Officers with the Compensation Committee
The Company's management provides information and input as requested by the Committee to facilitate decisions related to executive compensation. Annually, at the start of the year, the CEO develops proposed Company goals and objectives that are reviewed and approved by the Board. Performance measures for the incentive plan are derived from the Board approved goals.
Members of management may be asked to provide input relating to potential changes in compensation programs for review by the Committee. The Committee occasionally requests members of executive management to be present at Committee meetings where executive compensation and Company or individual performance are discussed and evaluated. Executives provide insight, suggestions or recommendations regarding executive compensation; however, only Committee members vote on decisions regarding executive compensation.
The CEO reviews executive performance with the Committee and makes recommendations relating to executive compensation decisions. The Committee meets with the CEO to discuss his own performance and compensation package, but ultimately decisions regarding the CEO's compensation are discussed and approved during executive session, when the CEO is not present. Decisions regarding other executives' performance and compensation are made by the Committee considering recommendations from the CEO.
The Compensation Committee Assessment of Compensation Risk
The Company adheres to a conservative and balanced approach to risk. Management and the Board conduct regular reviews of the business to ensure it remains within appropriate regulatory guidelines and practice. In addition, the Company is periodically examined by the
During 2024, management continued to conduct risk assessments of the Company's incentive plans. These risk assessments were presented to the Compensation Committee and concluded that the compensation programs provide appropriate balance across many performance measures, have controls on the range of payouts, allow Committee discretion in making awards and ultimately do not pose material risk to the Company. Going forward, the Company will continue to monitor and evolve its programs to ensure they are aligned with emerging regulatory requirements and established best practices.
Understanding the competitive landscape is a key element the Compensation Committee considers in setting program targets and making compensation decisions. The Compensation Committee considers competitive market data and advice from its independent compensation consultant, including benchmarking data (i.e 25th, 50th and 75th percentile) guidance on established and emerging best practices relating to executive compensation and general education to members of the Compensation Committee as needed throughout the year.
A primary data source used in setting competitive market-based compensation levels for the NEOs and directors is the information publicly disclosed by a custom peer group. The peer group is based on geographic location and asset size and was utilized as part of the
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2024 |
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Other Factors Affecting Executive Compensation
Employment Agreements
On
On
On
We use multi-year employment agreements to foster retention and succession planning, to be competitive and to protect the business with restrictive covenants, such as non-competition,non-solicitationand confidentiality provisions. The employment agreements provide for severance pay in the event of the involuntary termination of the executive's employment without cause (or, where applicable, termination for good reason), which allows these executives to remain focused on the Company's interests and, where applicable, serves as consideration for the restrictive covenants in their employment agreements.
Employment agreement terms, at the date ofagreement, for our NEOs are summarized as follows:
|
|
||
|
Term |
An initial three-year term that is automatically extended for successive additional three-year terms unless either party gives notice of non-renewalat least 90 days before the end of the then- current term. | |
|
Base Salary |
||
|
Annual Bonus |
Under his employment agreement, |
|
|
Long-Term Incentive Award |
Under his employment agreement, |
|
|
Non-CompetitionPeriod |
During employment and for 12 months following termination of employment. | |
|
Non-SolicitationPeriod |
During employment and for 12 months following termination of employment. | |
|
|
||
|
Term |
An initial three-year term that is automatically extended for successive additional one-yearterms unless either party gives notice of non-renewalat least 90 days before the end of the then- current term. | |
|
Base Salary |
||
|
Annual Bonus |
Under his employment agreement, |
|
|
Long-Term Incentive Award |
Under his employment agreement, |
|
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|
|
||
|
Non-CompetitionPeriod |
During employment and for 12 months following termination of employment. | |
|
Non-SolicitationPeriod |
During employment and for 12 months following termination of employment. | |
|
|
||
|
Term |
An initial three-year term that is automatically extended for successive additional one-yearterms unless either party gives notice of non-renewalat least 90 days before the end of the then- current term. | |
|
Base Salary |
||
|
Annual Bonus |
Under her employment agreement, |
|
|
Long-Term Incentive Award |
Under her employment agreement, |
|
|
Non-CompetitionPeriod |
During employment and for 12 months following termination of employment. | |
|
Non-SolicitationPeriod |
During employment and for 12 months following termination of employment. | |
|
|
||
|
Term |
An initial three-year term that is automatically extended for successive additional one-year terms unless either party gives notice of non-renewal at least 90 days before the end of the then-current term. | |
|
Base Salary |
||
|
Annual Bonus |
Under his employment agreement, |
|
|
Long-Term Incentive Award |
Under his employment agreement, |
|
|
Non-CompetitionPeriod |
During employment and for 12 months following termination of employment. | |
|
Non-SolicitationPeriod |
During employment and for 12 months following termination of employment. | |
|
|
||
|
Term |
An initial three-year term that is automatically extended for successive additional one-yearterms unless either party gives notice of non-renewalat least 90 days before the end of the then- current term. | |
|
Base Salary |
||
|
Annual Bonus |
Under his employment agreement, |
|
|
Long-Term Incentive Award |
Under his employment agreement, |
|
|
Non-CompetitionPeriod |
During employment and for 12 months following termination of employment. | |
|
Non-SolicitationPeriod |
During employment and for 12 months following termination | |
Compensation Recovery Policy
The Company revised its existing Clawback and Recoupment Rights Policy in
Equity Compensation Grant Practices
The Compensation Committee is solely responsible for the development of the schedule of equity awards made to our Chief Executive Officer and other NEOs. The Compensation Committee approves annual equity award grants to employees (including
42
Table of Contents
the named executive officers) in January following each fiscal year end. Annual equity awards have historically been granted on or around
Stock Ownership Requirements
In
The Compensation Committee adopted stock ownership guidelines in 2021 requiring select senior executive officers to hold meaningful ownership in Company stock and align their interests with those of our stockholders. The guidelines require the level of ownership be reached and retained within 5 years of the establishment of the guidelines or the executives designation in such role, whichever is later.
As of the reporting date, all individuals to which these requirements apply are compliant based on either level of ownership or time in role.
|
Position |
Required Ownership |
|
|
Chairman & Chief Executive Officer |
5x Annual Base Salary | |
|
Other Named Executive Officers ("NEOs") |
2.5x Annual Base Salary | |
|
Executive Vice Presidents |
1x Annual Base Salary | |
|
Non-EmployeeDirectors |
||
CEO Pay Ratio
The Company is making its disclosure of the CEO Pay Ratio, as required by Section 953(b) of the
For 2024, the total compensation paid to the CEO was
The pay ratio identified above is a reasonable estimate calculated in a manner consistent with
Tax, Accounting and Other Considerations
The Compensation Committee considers the effects of tax and accounting treatments when it determines compensation. For example, under the Tax Cuts and Jobs Act enacted on
43
Table of Contents
takes into consideration the accounting effects of Financial Accounting Standard Board (FASB) Accounting Standards Codification (ASC) Topic 718 in determining vesting periods for stock options and restricted stock awards under the
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has reviewed and discussed with Management the "Compensation Discussion and Analysis" disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company's Annual Report on Form 10-Kfor the year ended
The Compensation Committee:
44
Table of Contents
SUMMARY COMPENSATION TABLE
The following table provides information regarding the compensation of our named executive officers for the years ended
|
|
Year |
Salary ($) |
Bonus ($) |
Stock Awards (1) ($) |
Option Awards (2) ($) |
Non-equity Incentive Plan Compensation ($) |
All Other Compensation (3) ($) |
Total ($) |
||||||||||||||||||||
|
|
2024 | 804,177 | - | 634,596 | 253,449 | 861,690 | 404,362 | 2,958,274 | ||||||||||||||||||||
|
Chief Executive Officer and |
2023 | 779,593 | - | 619,920 | 250,117 | 612,219 | 384,270 | 2,646,119 | ||||||||||||||||||||
|
Chairman of the Board |
2022 | 758,240 | - | 593,693 | 244,893 | 739,410 | 177,111 | 2,513,347 | ||||||||||||||||||||
|
|
2024 | 332,708 | - | 137,510 | - | 285,000 | 106,394 | 861,612 | ||||||||||||||||||||
|
Executive Vice President and |
2023 | 242,885 | - | 63,014 | 150,000 | 143,666 | 16,636 | 616,201 | ||||||||||||||||||||
|
Chief Financial Officer |
||||||||||||||||||||||||||||
|
|
2024 | 358,877 | - | 155,052 | - | 295,866 | 111,197 | 920,992 | ||||||||||||||||||||
|
Executive Vice President and |
2023 | 309,172 | - | 149,990 | - | 161,953 | 110,574 | 731,689 | ||||||||||||||||||||
|
Chief Operating Officer |
2022 | 298,755 | - | 142,507 | - | 194,263 | 35,364 | 670,889 | ||||||||||||||||||||
|
|
2024 | 315,956 | 250,000 | (4) | 153,804 | - | 203,100 | 133,516 | 1,056,376 | |||||||||||||||||||
|
Executive Vice President and |
2023 | 306,042 | - | 145,037 | - | 144,580 | 126,570 | 722,229 | ||||||||||||||||||||
|
General Counsel |
||||||||||||||||||||||||||||
|
|
2024 | 608,250 | - | 330,011 | - | 504,709 | 223,741 | 1,666,711 | ||||||||||||||||||||
|
Chief Executive Officer, |
2023 | 377,308 | 250,000 | - | 500,000 | 407,448 | 54,310 | 1,589,066 | ||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
| (1) |
These amounts represent the aggregate grant-date fair value of time and performance based restricted stock unit awards, determined in accordance with FASB ASC Topic 718. The grant-date fair value (which is sometimes referred to herein as the "accounting value") is used to recognize the accounting expense for long-term equity awards. The grant-date fair values of restricted stock units is determined by the closing price of the Company's stock on the date of grant. See Note 17 to the consolidated financial statements for the year ended |
| (2) |
These amounts represent the aggregate grant-date fair value of stock option awards, determined in accordance with FASB ASC Topic 718. See Note 17 to the consolidated financial statements for the year ended |
| (3) |
See table below summarizing the components of 'All Other Compensation.' |
| (4) |
In recognition of realized earnings in excess of |
ALL OTHER COMPENSATION TABLE
The following table provides a detailed summary of the 'All Other Compensation' column included within the above Summary Compensation Table.
|
|
Year |
Retirement Contribution (1) ($) |
Life Insurance ($) |
Use of Company Vehicle ($) |
Use of Company Aircraft ($) |
Club Dues ($) |
Moving Expense ($) |
Other | ||||||||||||||||||||||||||||||||
|
|
2024 | 248,178 | 105,919 | 36,909 | 1,359 | 11,997 | - | - | ||||||||||||||||||||||||||||||||
|
Chief Executive Officer and |
2023 | 241,578 | 104,971 | 23,478 | 2,523 | 11,720 | - | - | ||||||||||||||||||||||||||||||||
|
Chairman of the Board |
2022 | 12,200 | 104,971 | 21,170 | 2,087 | 21,274 | - | 15,409 | ||||||||||||||||||||||||||||||||
|
|
2024 | 95,024 | 270 | - | - | 11,100 | - | - | ||||||||||||||||||||||||||||||||
|
Executive Vice President and |
2023 | 9,752 | 6,884 | - | - | - | - | - | ||||||||||||||||||||||||||||||||
|
Chief Financial Officer |
||||||||||||||||||||||||||||||||||||||||
|
|
2024 | 106,802 | 690 | 3,705 | - | - | - | - | ||||||||||||||||||||||||||||||||
|
Executive Vice President and |
2023 | 103,202 | 690 | 3,435 | - | 3,247 | - | - | ||||||||||||||||||||||||||||||||
|
Chief Operating Officer |
2022 | 12,200 | 690 | 16,491 | - | 5,983 | - | - | ||||||||||||||||||||||||||||||||
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|
|
Year |
Retirement Contribution (1) ($) |
Life Insurance ($) |
Use of Company Vehicle ($) |
Use of Company Aircraft ($) |
Club Dues ($) |
Moving Expense ($) |
Other | ||||||||||||||||||||||||
|
|
2024 | 105,900 | 3,810 | 23,806 | - | - | - | - | ||||||||||||||||||||||||
|
Executive Vice President and |
2023 | 99,436 | 1,980 | 13,095 | 5,930 | 6,129 | - | - | ||||||||||||||||||||||||
|
General Counsel |
||||||||||||||||||||||||||||||||
|
|
2024 | 193,800 | 690 | 15,526 | 1,728 | 11,997 | - | - | ||||||||||||||||||||||||
|
Chief Executive Officer, |
2023 | - | 345 | 10,058 | - | 3,907 | 40,000 | - | ||||||||||||||||||||||||
| (1) |
|
GRANTS OF PLAN-BASED AWARDS TABLE
The following table shows the plan-based awards granted during the year ended
|
Estimate Future Payouts Under Non-EquityIncentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
|||||||||||||||||||||||||||||||||||||||
|
|
Award Description |
Grant Date |
Threshold ($) |
Target ($) |
Max ($) |
Threshold (#) |
Target (#) |
Max (#) |
All Other Stock Awards |
Grant Date Fair Value ($) |
||||||||||||||||||||||||||||||
|
|
EIP | 347,700 | 604,695 | 861,690 | ||||||||||||||||||||||||||||||||||||
| RSU | - | - | - | - | 7,730 | - | 3,858 | 380,666 | ||||||||||||||||||||||||||||||||
| PSU | (1) | - | - | - | 1,933 | 3,865 | 5,798 | - | 126,965 | |||||||||||||||||||||||||||||||
|
Chief Executive Officer and |
PSU | (2) | - | - | - | 1,933 | 3,865 | 5,798 | - | 126,965 | ||||||||||||||||||||||||||||||
|
Chairman of the Board |
Options | - | - | - | - | - | - | 18,527 | 253,449 | |||||||||||||||||||||||||||||||
|
|
EIP | 115,000 | 200,000 | 285,000 | ||||||||||||||||||||||||||||||||||||
| RSU | - | - | - | - | 2,093 | - | - | 68,755 | ||||||||||||||||||||||||||||||||
|
Executive Vice President and |
PSU | (1) | - | - | - | 524 | 1,047 | 1,570 | - | 34,378 | ||||||||||||||||||||||||||||||
|
Chief Financial Officer |
PSU | (2) | - | - | - | 523 | 1,046 | 1,569 | - | 34,377 | ||||||||||||||||||||||||||||||
|
|
EIP | 119,384 | 207,625 | 295,866 | ||||||||||||||||||||||||||||||||||||
| RSU | - | - | - | - | 2,360 | - | - | 77,526 | ||||||||||||||||||||||||||||||||
|
Executive Vice President, |
PSU | (1) | - | - | - | 590 | 1,180 | 1,770 | - | 38,763 | ||||||||||||||||||||||||||||||
|
Chief Operating Officer |
PSU | (2) | - | - | - | 590 | 1,180 | 1,770 | - | 38,763 | ||||||||||||||||||||||||||||||
|
|
EIP | 81,953 | 142,526 | 203,100 | ||||||||||||||||||||||||||||||||||||
| RSU | - | - | - | - | 2,341 | - | - | 76,902 | ||||||||||||||||||||||||||||||||
|
Executive Vice President and |
PSU | (1) | - | - | - | 586 | 1,171 | 1,756 | - | 38,451 | ||||||||||||||||||||||||||||||
|
General Counsel |
PSU | (2) | - | - | - | 585 | 1,170 | 1,755 | - | 38,451 | ||||||||||||||||||||||||||||||
|
|
EIP | 227,613 | 395,850 | 564,086 | ||||||||||||||||||||||||||||||||||||
| RSU | - | - | - | - | 5,023 | - | - | 165,006 | ||||||||||||||||||||||||||||||||
|
Chief Executive Officer, |
PSU | (1) | - | - | - | 1,256 | 2,512 | 3,768 | - | 82,503 | ||||||||||||||||||||||||||||||
|
|
PSU | (2) | - | - | - | 1,255 | 2,511 | 3,767 | - | 82,502 | ||||||||||||||||||||||||||||||
| (1) |
The PSUs vest on the third anniversary of the grant date subject to meeting the Adjusted Earnings Per Share performance criteria as described in detail in the Compensation Discussion and Analysis section of this document. |
| (2) |
The PSUs vest on the third anniversary of the grant date subject to meeting the Total Stockholder Retuperformance criteria as described in detail in the Compensation Discussion and Analysis section of this document. |
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table sets forth information relating to outstanding equity awards held by the named executive officers as of
|
Option Awards |
Stock Awards |
|||||||||||||||||||||||||||
|
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Number of Securities Underlying Unexercised Unearned Options (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (13) |
|||||||||||||||||||||
|
|
16,853 | - | - | 33.50 | ||||||||||||||||||||||||
| 34,177 | - | - | 32.29 | |||||||||||||||||||||||||
| 4,163 | - | - | 22.08 | |||||||||||||||||||||||||
| 16,355 | 5,452 | (1) | - | 31.64 | ||||||||||||||||||||||||
| 11,318 | 11,317 | (2) | - | 28.80 | ||||||||||||||||||||||||
| 4,632 | 13,895 | (3) | - | 32.85 | ||||||||||||||||||||||||
| 3,449 | (6) | 146,307 | ||||||||||||||||||||||||||
| 7,447 | (7) | 315,902 | ||||||||||||||||||||||||||
| 7,898 | (9) | 335,033 | ||||||||||||||||||||||||||
| 8,591 | (10) | 364,430 | ||||||||||||||||||||||||||
| 10,623 | (11) | 450,628 | ||||||||||||||||||||||||||
| 7,730 | (12) | 327,907 | ||||||||||||||||||||||||||
|
|
5,372 | 8,057 | (4) | - | 26.52 | |||||||||||||||||||||||
| 125 | (8) | 5,303 | ||||||||||||||||||||||||||
| 316 | (6) | 13,405 | ||||||||||||||||||||||||||
| 948 | (7) | 40,214 | ||||||||||||||||||||||||||
| 729 | (9) | 30,924 | ||||||||||||||||||||||||||
| 1,094 | (10) | 46,407 | ||||||||||||||||||||||||||
| 2,093 | (11) | 88,785 | ||||||||||||||||||||||||||
| 2,093 | (12) | 88,785 | ||||||||||||||||||||||||||
|
|
7,500 | - | - | 33.15 | ||||||||||||||||||||||||
| 751 | (6) | 31,857 | ||||||||||||||||||||||||||
| 2,252 | (7) | 95,530 | ||||||||||||||||||||||||||
| 1,736 | (9) | 73,641 | ||||||||||||||||||||||||||
| 2,604 | (10) | 110,462 | ||||||||||||||||||||||||||
| 2,360 | (11) | 100,111 | ||||||||||||||||||||||||||
| 2,360 | (12) | 100,111 | ||||||||||||||||||||||||||
|
|
||||||||||||||||||||||||||||
| 665 | (6) | 28,209 | ||||||||||||||||||||||||||
| 1,995 | (7) | 84,628 | ||||||||||||||||||||||||||
| 1,679 | (9) | 71,223 | ||||||||||||||||||||||||||
| 2,518 | (10) | 106,814 | ||||||||||||||||||||||||||
| 2,341 | (11) | 99,305 | ||||||||||||||||||||||||||
| 2,341 | (12) | 99,305 | ||||||||||||||||||||||||||
|
|
11,274 | 45,096 | (5) | - | 21.84 | |||||||||||||||||||||||
| 5,023 | (11) | 213,076 | ||||||||||||||||||||||||||
| 5,023 | (12) | 213,076 | ||||||||||||||||||||||||||
| (1) |
Represents time-vested options granted on |
47
Table of Contents
| (2) |
Represents time-vested options granted on |
| (3) |
Represents time-vested options granted on |
| (4) |
Represents time-vested options granted on |
| (5) |
Represents time-vested options granted on |
| (6) |
Represents TRSUs granted on |
| (7) |
Represents PRSUs granted on |
| (8) |
Represents TRSUs granted on |
| (9) |
Represents TRSUs granted on |
| (10) |
Represents PRSUs granted on |
| (11) |
Represents TRSUs granted on |
| (12) |
Represents PRSUs granted on |
| (13) |
Market values based on the Company's closing stock price of |
OPTION EXERCISES AND STOCK VESTED SUMMARY TABLE
The following table provides information about shares received upon vesting of restricted shares and exercise of options during the year ended
|
Principal Position |
Shares Acquired on Exercise (#) |
Value Realized on Exercise ($) |
Shares Received Upon Vesting (#) |
Value Realized on Vesting ($) |
||||||||||||||||||||||||
|
|
63,308 | 1,617,167 | 27,955 | 930,901 | ||||||||||||||||||||||||
|
|
- | - | 3,344 | 109,989 | ||||||||||||||||||||||||
|
|
- | - | 6,714 | 222,241 | ||||||||||||||||||||||||
|
|
- | - | 6,019 | 199,344 | ||||||||||||||||||||||||
|
|
- | - | - | - | ||||||||||||||||||||||||
NON-QUALIFIED DEFERRED COMPENSATION TABLE
This table provides information about the NEOs' earnings and balances under our SERP during the year ended
|
|
Company Contributions in 2024 (1) |
Aggregate Earnings in 2024 (2) |
Aggregate Balance at |
|||||||||||||||||||||
|
|
||||||||||||||||||||||||
|
|
82,500 | 7,392 | 89,892 | |||||||||||||||||||||
|
|
93,002 | 22,760 | 215,980 | |||||||||||||||||||||
|
|
92,100 | 30,158 | 220,638 | |||||||||||||||||||||
|
|
180,000 | 12,146 | 192,146 | |||||||||||||||||||||
| (1) |
These amounts are included in the Summary Compensation Table for fiscal year 2024. |
| (2) |
These amounts have not been reflected in the Summary Compensation Table for fiscal year 2024. |
The SERP is unfunded and unsecured. Company contributions are notional and are at the discretion of the Compensation Committee. Company contributions credited to a participant's account under the SERP are credited with hypothetical investment earnings based on participant investment elections made from among deemed investment options available under the SERP (which currently mirror the investment elections available under the Bank's 401(k) retirement savings plan).
48
Table of Contents
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OF CHANGE-IN-CONTROL
As discussed under "Other Factors Affecting Executive Compensation," we have entered into employment agreements, which include change of control provisions, with each of our named executive officers (collectively, the "agreements"). The agreements are designed to promote stability and continuity of our senior executive management. Each agreement includes a "double trigger" structure which provides that the executive officer will not receive a "change of control" payment unless both (i) a change in control occurs and (ii) the executive's employment terminates involuntarily for reasons other than for cause or voluntarily for good reason within 12 or 24 months, dependent on executive, in either case following the change in control.
Under the agreements, a change of control will be deemed to have occurred if:
| 1. |
Any person, entity or a "group" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (within the meaning of Rule 13d-3under the Exchange Act) of the Company or |
| • |
the then outstanding shares of the Company or the Bank; |
| • |
the combined voting power of the Company's or the Bank's then outstanding securities; or |
| • |
the fair market value of all of the Company's or the Bank's the outstanding securities. |
Provided the person, entity or group did not previously own 50% or more of the applicable metric above.
| 2. |
The majority of the members of the Board of Directors of the Company is replaced by directors whose appointment or election is not endorsed by a majority of the members of the Board of Directors of the Company prior to the date of the appointment or election |
| 3. |
The consummation of a merger or consolidation of the Company or the Bank with any other entity other than: |
| • |
a merger or consolidation which would result in the voting securities of the Company or the Bank outstanding immediately prior to such merger or consolidation continuing to represent 50% or more of the combined voting power of the voting securities of the Company or the Bank or such surviving entity or any parent hereof outstanding immediately after such merger or consolidation; or |
| • |
a Merger or consolidation effected to implement a recapitalization of the Company or the Bank in which no person, entity or group is or becomes the beneficial owner, directly or indirectly, of securities of the Company or the Bank representing 50% or more of the ownership interests summarized under '1' above. |
| 4. |
Any sale of all, or substantially all, of the assets of the Company or the Bank. |
For purposes of the employment agreements, termination for "good reason", generally, means that the executive has terminated employment because the executive's compensation has been reduced, or the executive's job duties have been materially changed or the executive's principal place of employment has changed by more than 30 miles. If the circumstances that create the "good reason" are resolved within 30 days following notice being provided, a "good reason" termination is generally not available.
The agreements generally require that the executive not disclose or use confidential information of the Company both during and after the conclusion of the executive's employment, and not solicit employees of the Company or the Bank and/or not compete with the Company or the Bank during the term of the agreement and during the associated restricted period under the agreement.
Each of the agreements includes a continuation multiple which is used to calculate potential payments under the agreement as follows:
|
|
Continuation Multiple | |
|
|
2.99 | |
|
|
2.99 | |
|
|
2.99 | |
|
|
2.99 | |
|
|
2.99 | |
In the event an executive experiences a termination that qualifies under the 'dual trigger' requirements within the contract after a change in control, compensation and benefits under the agreements include: (1) payment of the sum of the base salary for the most recent calendar year ending before the date of the change in control and the amount of other cash payments received during such calendar year multiplied by the continuation multiple; and (2) the immediate vesting of all stock options, restricted shares and RSUs.
49
Table of Contents
The agreements also include a provision that limits change-in-controlpayments to executives in order to eliminate any potential excise taxes under Section 4999 of the Internal Revenue Code. In the event the calculated payment exceeds the Section 280G limit, the benefits will be reduced to an amount below the limit.
The following table includes the amount of compensation payable to each of the NEOs upon a termination of employment under certain circumstances as of
|
|
Benefit |
Term Without Cause / Good Reason |
Change in Control |
Death or Disability | ||||||||||||
|
|
Compensation Continuation | $ | 804,177 | $ | 4,980,943 | $ - | ||||||||||
|
Chief Executive Officer and |
Equity Award Vesting (1,2) | 1,940,207 | 1,940,207 | 1,940,207 | ||||||||||||
|
Chairman of the Board |
||||||||||||||||
|
|
Compensation Continuation | 332,708 | 1,846,947 | - | ||||||||||||
|
Executive Vice President and |
Equity Award Vesting (1,2) | 313,823 | 313,823 | 313,823 | ||||||||||||
|
Chief Financial Officer |
||||||||||||||||
|
|
Compensation Continuation | 358,877 | 1,957,680 | - | ||||||||||||
|
Executive Vice President, |
Equity Award Vesting (1,2) | 511,712 | 511,712 | 511,712 | ||||||||||||
|
Chief Operating Officer |
||||||||||||||||
|
|
Compensation Continuation | 315,956 | 1,551,977 | - | ||||||||||||
|
Executive Vice President and |
Equity Award Vesting (1,2) | 489,484 | 489,484 | 489,484 | ||||||||||||
|
|
||||||||||||||||
|
|
Compensation Continuation | 608,250 | 3,327,747 | - | ||||||||||||
|
Chief Executive Officer, Equity Bank |
Equity Award Vesting (1,2) | 426,152 | 426,152 | 426,152 | ||||||||||||
| (1) |
Equity awards are subject to pro-ratavesting in the event of death, disability, termination without cause, or termination for good reason of the named executive. The value reflected within the table is the maximum number of shares under these scenarios at the Target vesting threshold. |
| (2) |
All values are based on the market price of the Company's stock as of December 31, 2024, or $42.42. |
| (3) |
Each of the employee agreements include a provision that limits change-in-controlpayments to executives in order to eliminate any excise taxes under section 4999 of the Internal Revenue Code. In the event the calculated payment exceeds the Section 280(G) limit, the benefits will be reduced to a level below that threshold. |
EQUITY COMPENSATION PLAN INFORMATION
The following table presents shares of our common stock that may be issued with respect to compensation plans at December 31, 2024.
|
Plan Category |
Number of |
Weighted average of outstanding and rights (b) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (c) |
||||||||||||
|
Equity compensation plans approved by security holders |
780,511 | (1) | $ | 30.07 | 1,372,706 | (2) | |||||||||
|
Equity compensation plans not approved by security holders |
- | - | - | ||||||||||||
|
Total |
780,511 | $ | 30.07 | 1,372,706 | |||||||||||
| (1) |
This amount includes 495,180 outstanding stock options and 285,331 shares potentially issuable upon settlement of outstanding restricted share grants, and assumes the maximum number of shares issuable in respect to the PRSUs. The actual number of PRSU shares to be issued depends on achievement of the applicable performance vesting conditions. The TRSUs and PRSUs have been excluded from the weighted average exercise price calculation in column (b) because they do not have an exercise price. |
| (2) |
This amount includes 1,050,525 shares available for issuance under our 2022 Omnibus Equity Plan and 322,181 shares available for issuance under our Employee Stock Purchase Plan. |
50
Table of Contents
V
P
T
|
Value of Initial Fixed
$100 Investment
Based On:
|
||||||||||||||||||||||||||||||||
|
Year
|
SCT for
PEO
|
CAP to
PEO
(1)
|
Average SCT
for
non-PEO
NEOs
(2)
|
Average CAP
to
non-PEO
NEOs
(3)
|
EQBK
TSR
|
Peer
TSR
(4)
|
Net
Income
|
Adjusted
Pre-Tax
Income
(5)
|
||||||||||||||||||||||||
|
2024
|
$2,958,274 | $3,624,832 | $1,126,423 | $1,345,888 | 142.3 | 111.0 | $62,621 | $87,970 | ||||||||||||||||||||||||
|
2023
|
2,646,119 | 2,818,931 | 906,920 | 1,069,237 | 112.9 | 95.1 | 7,821 | 62,871 | ||||||||||||||||||||||||
|
2022
|
2,513,347 | 2,385,948 | 917,397 | 868,786 | 107.6 | 101.9 | 57,688 | 77,043 | ||||||||||||||||||||||||
|
2021
|
2,299,501 | 2,688,141 | 900,097 | 1,079,652 | 110.4 | 124.8 | 52,480 | 66,471 | ||||||||||||||||||||||||
|
2020
|
2,016,870 | 1,429,208 | 828,665 | 717,531 | 69.9 | 89.4 | (74,970 | ) | 58,904 | |||||||||||||||||||||||
| (1) |
Reconciliation of adjustments made to SCT to arrive at CAP for the PEO:
|
|
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||||||||||
|
SCT
|
$
|
2,958,274
|
$
|
2,646,119
|
$
|
2,513,347
|
$
|
2,299,501
|
$
|
2,016,870
|
||||||||||
|
Equity Awards
|
(888,045
|
)
|
(870,037
|
)
|
(838,586
|
)
|
(677,530
|
)
|
(464,756
|
)
|
||||||||||
|
Change in FV RSUs
|
1,116,782
|
707,862
|
468,665
|
951,235
|
(82,393
|
)
|
||||||||||||||
|
Change in FV Options
|
437,821
|
334,987
|
242,522
|
114,935
|
(40,513
|
)
|
||||||||||||||
|
CAP
|
$
|
3,624,832
|
$
|
2,818,931
|
$
|
2,385,948
|
$
|
2,688,141
|
$
|
1,429,208
|
||||||||||
|
Year-end fair
value of equity
awards granted
during the year
($)
|
Year over year
change in fair
value of
outstanding
and unvested
equity awards
($)
|
Fair value as of
vesting date of
equity awards
granted and
vested in the
year
($)
|
Year over year
change in fair
value of equity
awards granted
in prior years
that vested in
the year
($)
|
Fair value at the
end of the prior
year of equity
awards that failed
to meet vesting
conditions in the
year
($)
|
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or total
compensation
($)
|
Total equity award
adjustments
($)
|
||||||||||||||||||||||||||||||||
|
2024
|
1,014,519 | 353,507 | 87,974 | 98,603 | - | - | 1,554,603 | |||||||||||||||||||||||||||||||
|
2023
|
939,388 | 69,736 | 93,800 | (60,075 | ) | - | - | 1,042,849 | ||||||||||||||||||||||||||||||
|
2022
|
782,829 | 94,681 | 86,298 | (16,597 | ) | (236,024 | ) | - | 711,187 | |||||||||||||||||||||||||||||
|
2021
|
1,068,307 | 342,754 | - | 104,425 | (449,316 | ) | - | 1,066,170 | ||||||||||||||||||||||||||||||
|
2020
|
359,387 | (440,866 | ) | - | (41,427 | ) | - | - | (122,906 | ) | ||||||||||||||||||||||||||||
| (2) |
Reconciliation of adjustments made to SCT to arrive at CAP for the average
non-PEO
NEO: |
|
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||||||||||
|
SCT
|
$ | 1,126,423 | $ | 906,920 | $ | 917,397 | $ | 900,097 | $ | 828,665 | ||||||||||
|
Equity Awards
|
(194,094 | ) | (244,134 | ) | (232,611 | ) | (211,813 | ) | (184,699 | ) | ||||||||||
|
Change in FV RSUs
|
299,402 | 104,732 | 159,467 | 382,016 | 81,406 | |||||||||||||||
|
Change in FV Options
|
114,157 | 301,719 | 24,533 | 9,352 | (7,841 | ) | ||||||||||||||
|
CAP
|
$ | 1,345,888 | $ | 1,069,237 | $ | 868,786 | $ | 1,079,652 | $ | 717,531 | ||||||||||
NEO, the amounts deducted or added in calculating the equity award adjustments are as follows:
|
Year-end fair
value of equity
awards granted
during the year
($)
|
Year over year
change in fair
value of
outstanding and
unvested equity awards ($)
|
Fair value as of
vesting date of
equity awards
granted and
vested in the
year
($)
|
Year over year
change in fair
value of equity
awards granted
in prior years
that vested in
the year
($)
|
Fair value at the
end of the prior
year of equity
awards that failed
to meet vesting
conditions in the
year
($)
|
Value of dividends
or other earnings
paid on stock or
option awards not
otherwise reflected
in fair value or total
compensation
($)
|
Total equity award
adjustments
($)
|
||||||||||||||||||||
|
2024
|
250,638 | 149,671 | - | 13,250 | - | - | 413,559 | |||||||||||||||||||
|
2023
|
397,705 | 5,930 | 9,375 | (6,559 | ) | - | - | 406,451 | ||||||||||||||||||
|
2022
|
213,477 | 18,123 | 9,058 | (6,887 | ) | (49,771 | ) | - | 184,000 | |||||||||||||||||
|
2021
|
325,490 | 128,577 | - | 31,042 | (93,741 | ) | - | 391,368 | ||||||||||||||||||
|
2020
|
182,840 | (78,705 | ) | - | (10,570 | ) | - | - | 73,565 | |||||||||||||||||
| (3) |
The following
Non-PEO
NEOs are included in the averages shown: |
| (4) |
Reflects the total shareholder retuof the Nasdaq Bank Index. This is the peer group used by the Company within its Form
10-K
for the year ended December 31, 2024. |
| (5) |
Reconciliation of Net Income to Adjusted
Pre-Tax
Income: |
|
2024
|
2023
|
2022
|
2021
|
2020
|
||||||||||||||||
|
Pre-Tax
GAAP income (loss) |
$ | 78,281 | $ | 2,415 | $ | 70,282 | $ | 64,436 | $ | (74,570 | ) | |||||||||
|
Securities (gain) loss
|
(220 | ) | 51,909 | (5 | ) | (407 | ) | 155 | ||||||||||||
|
Gain on acquisition / branch sales
|
- | - | (962 | ) | - | (1,202 | ||||||||||||||
|
Merger expenses
|
4,461 | 297 | 594 | 9,189 | 299 | |||||||||||||||
|
Tax credit partnership amortization
|
- | 3,799 | 5,080 | 1,361 | - | |||||||||||||||
|
Provision for credit losses
|
4,750 | 4,451 | 2,054 | (8,480 | ) | 29,391 | ||||||||||||||
|
Loss on debt extinguishment
|
- | - | - | 372 | - | |||||||||||||||
|
|
- | - | - | - | 104,831 | |||||||||||||||
|
Excess incentive accruals
|
698 | - | - | - | - | |||||||||||||||
|
Adjusted
pre-tax
income |
$ | 87,970 | $ | 62,871 | $ | 77,043 | $ | 66,471 | $ | 58,904 | ||||||||||
|
Measurement
|
|
Adjusted
Pre-Tax
Income |
|
Net Income
|
|
Net-Overhead
Ratio Relative to the Budget |
|
Total
3-YR
Shareholder RetuRelative to Peers |
|
Total
3-YR
EPS Growth Relative to Peers |
Table of Contents
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Some of our officers, directors and principal stockholders and their affiliates are customers of Equity Bank. Such officers, directors and principal stockholders and their affiliates have had transactions in the ordinary course of business with us, including borrowings, all of which were effected on substantially the same terms and conditions, including interest rate and collateral, as those prevailing from time to time for comparable transactions with unaffiliated persons, and did not involve more than the normal risk of collectability or other unfavorable features. We expect to continue to have such transactions on similar terms and conditions with such officers, directors and stockholders and their affiliates in the future.
We engaged
The Corporate Governance and Nominating Committee reviewed and ratified these transactions in accordance with the terms of the Company's related person transaction policy after determining that the transaction was fair to the Company and consistent with the interests of the Company and its stockholders.
Transactions by us with related parties are subject to a formal written policy, as well as regulatory requirements and restrictions. These requirements and restrictions include Sections 23A and 23B of the Federal Reserve Act (which govecertain transactions by Equity Bank with its affiliates) and the
We have adopted a related person transaction policy in order to comply with all applicable requirements of the
53
Table of Contents
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Class A Common Stock as of February 28, 2025 subject to certain assumptions set forth in the footnotes for:
| • |
each person known by us to be the beneficial owner of 5% or more of our outstanding Class A Common Stock; |
| • |
each of our directors and nominees; |
| • |
each of our named executive officers; and |
| • |
all of our directors and executive officers as a group. |
To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person "beneficially owns," as determined by the rules of the
Each share of Class A Common Stock is entitled to one vote on matters on which holders of Class A Common Stock are eligible to vote. The Company's Class B Common Stock has no voting rights, and no shares of the Company's Class B Common Stock are currently outstanding.
Unless otherwise noted, the address for each stockholder listed on the table below is: c/o
|
Class A Common Stock |
||||||
|
|
Number | Percentage (1) | ||||
|
5% Stockholders: |
||||||
|
Entities affiliated with T. Rowe Price Associates, Inc (2) |
1,374,617 | 7.8% | ||||
|
Entities affiliated with |
1,263,466 | 7.1% | ||||
|
Entities affiliated with FJ Capital Management LLC (4) |
1,127,376 | 6.4% | ||||
|
Entities affiliated with Patriot Financial Partners III, L.P. (5) |
1,002,214 | 5.7% | ||||
|
Directors, Nominees and Named Executive Officers: |
||||||
|
|
37,382 | * | ||||
|
|
21,748 | * | ||||
|
|
419,083 | 2.4% | ||||
|
|
10,808 | * | ||||
|
|
44,754 | * | ||||
|
|
58,043 | * | ||||
|
|
15,715 | * | ||||
|
|
70,583 | * | ||||
|
|
116,207 | * | ||||
|
|
26,228 | * | ||||
|
|
135,294 | * | ||||
|
|
18,965 | * | ||||
|
|
135,748 | * | ||||
|
|
22,932 | * | ||||
|
|
15,883 | * | ||||
|
All Directors, Nominees and Executive Officers as a Group (18 Persons) (21) |
1,163,131 | 6.6% | ||||
| * |
indicates less than 1% |
54
Table of Contents
| 1) |
Based on 17,508,740 shares of the Company's Class A Common Stock outstanding as of February 28, 2025, plus the number of shares issuable to such individual (or group of individuals) upon the exercise of stock options or upon the vesting of restricted stock, each within 60 days. |
| 2) |
Based on a Schedule 13G filed by T. Rowe Price Investment Management, Inc. with the |
| 3) |
Based on a Schedule 13G filed by |
| 4) |
Based on a Schedule 13G/A filed by FJ Capital Management LLC with the |
| 5) |
Based on a schedule 13D filed by |
| 6) |
Includes (i) 16,346 shares held of record by |
| 7) |
Includes (i) 1,540 shares held of record by |
| 8) |
Includes (i) 15,990 shares held of record by |
| 9) |
Includes 10,808 shares held of record by |
| 10) |
Includes (i) 14,731 shares held of record by |
| 11) |
Includes (i) 27,465 shares held of record by |
| 12) |
Includes 15,715 shares held of record by |
| 13) |
Includes (i) 61,101 shares of stock held of record by |
| 14) |
Includes (i) 59,115 shares of stock held of record by |
| 15) |
Includes (i) 7,110 shares held of record by |
| 16) |
Includes (i) 1 share held of record by |
| 17) |
Includes (i) 12,171 shares held of record by |
| 18) |
Includes (i) 135,748 shares jointly held of record by |
| 19) |
Includes (i) 19,939 shares held of record by |
| 20) |
Includes (i) 3,416 shares held of record by |
| 21) |
Includes 170,754 shares issuable upon the exercise of options or upon vesting of restricted shares, each within 60 days by such group. Individuals in this group have separately pledged a total of 78,895 shares as security for certain obligations of such individuals. |
55
Table of Contents
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of the outstanding Common Stock to file reports of ownership and changes in ownership of Common Stock and other equity securities of the Company with the
Based solely on our review of the copies of such reports furnished to us and representations from certain reporting persons that they have complied with the applicable filing requirements, we believe that during the year ended December 31, 2024, all Section 16(a) reporting requirements applicable to its officers, directors and greater than 10% stockholders were complied with.
56
Table of Contents
ITEM 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected
The Board is submitting the selection of
The Audit Committee has the authority and responsibility to retain, evaluate and replace the Company's independent registered public accounting firm at any time. The stockholders' ratification of the appointment of
VOTE REQUIRED
The ratification of
RECOMMENDATION OF THE BOARD
| THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF CROWE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE YEAR ENDING DECEMBER 31, 2025. |
57
Table of Contents
AUDIT MATTERS
The material in this report is not "soliciting material," is not deemed "filed" with the
AUDIT COMMITTEE REPORT
In accordance with its charter adopted by the Company's Board, the Company's Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. While the Audit Committee has the responsibilities and powers set forth in its charter, and the Company's management and the independent registered public accounting firm are accountable to the Audit Committee, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable laws, rules and regulations.
In performing its oversight role, the Audit Committee has reviewed and discussed the Company's audited financial statements with the Company's management and independent registered public accounting firm. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the
Based on the reviews and discussions described in this Audit Committee Report, and subject to the limitations on the roles and responsibilities of the Audit Committee referred to herein and in its charter, the Audit Committee recommended to the Board that the Company's audited financial statements for the year ended December 31, 2024 be included in the Form 10-K,which was filed with the
Members of the Audit Committee rely, without independent verification, on the information provided to them and on the representations made by the Company's management and independent registered public accounting firm. Accordingly, the Audit Committee's oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions referred to above do not assure that (i) the audit of the Company's financial statements has been carried out in accordance with generally accepted auditing standards, (ii) the Company's financial statements are presented in accordance with generally accepted accounting principles, or (iii)
Members of the Audit Committee:
AUDIT COMMITTEE PRE-APPROVAL POLICY
The Audit Committee will consider, on a case-by-casebasis, and approve, if appropriate, all audit and permissible non-auditservices to be provided by our independent registered public accounting firm. Pre-approvalof such services is required unless a "de minimis" exception is met. To qualify for the "de minimis" exception, the aggregate amount of all such services provided to us must constitute not more than five percent of the total amount of revenues paid by us to our independent registered public accounting firm during the fiscal year in which the non-auditservices are provided; such services were not recognized by us at the time of the engagement to be non-auditservices; and the non-auditservices are promptly brought to the attention of the Audit Committee and approved by the Audit Committee prior to the completion of the audit or by one or more members of the Audit Committee to whom authority to grant such approval has been delegated by the Audit Committee.
58
Table of Contents
FEES AND SERVICES OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The table below sets forth the aggregate fees and expenses billed by
|
For the Years Ended December 31, |
||||||||
| 2024 | 2023 | |||||||
|
Audit Fees (1) |
$ | 963,799 | $ | 835,793 | ||||
|
Audit Related Fees (2) |
15,750 | - | ||||||
|
Tax Fees (3) |
- | - | ||||||
|
All Other Fees (4) |
178,500 | - | ||||||
|
Total |
$ | 1,158,049 | $ | 835,793 | ||||
| (1) |
Includes professional services for the audit of our annual financial statements, reviews of the financial statements included in our Form 10-Qfilings, and services that are normally provided in connection with statutory and regulatory filings or engagements. |
| (2) |
Includes fees associated with assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to acquisition-related and other stock registration filings in the years ended December 31, 2024 and 2023, respectively. |
| (3) |
Includes fees associated with services provided by Crowe tax personnel related to tax accounting matters. No such services were provided for the years presented. |
| (4) |
Includes fees associated with services provided by Crowe related to the Company's capital raise in December of 2024. |
The Audit Committee has considered whether the provision of the above services other than audit services is compatible with maintaining
59
Table of Contents
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS FOR 2026
ANNUAL MEETING
Any stockholder desiring to present a stockholder proposal at the Company's 2026 Annual Meeting of Stockholders and to have the proposal included in the Company's related proxy statement pursuant to Rule 14a-8of the Exchange Act must send the proposal to: Secretary,
In addition, our Articles provide that only such business which is properly brought before a meeting of the stockholders will be conducted. For business to be properly brought before a meeting or nominations of persons for election to the Board to be properly made at a meeting by a stockholder, notice must be received by the Secretary of the Company at our offices no less than one hundred twenty (120) days prior to the day corresponding to the date on which the Company released its proxy statement in connection with the previous year's annual meeting; provided, however, that if the date of the annual meeting has been changed by more than thirty (30) days from the date of the previous year's annual meeting, such notice must be received by the Secretary a reasonable time prior to the time at which notice of such meeting is delivered to the stockholders. Such notice to us must also provide certain information set forth in the Company's Articles. A copy of our Articles may be obtained upon written request to the Secretary of the Company or by visiting our corporate website at investor.equitybank.com.
ANNUAL REPORT ON FORM 10-K
We will furnish, without charge, a copy of the Company's Annual Report on Form 10-Kfor the year ended December 31, 2024, as filed with the
Our Annual Report on Form 10-K,including consolidated financial statements and related notes, for the fiscal year ended
December 31, 2024, as filed with the
OTHER MATTERS
The Board does not intend to bring any other matter before the Annual Meeting and does not know of any other matters that are to be presented for action at the Annual Meeting. However, if any other matter does properly come before the Annual Meeting or any adjournment thereof, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.
60
Table of Contents
APPENDIX A
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF
The undersigned,
I. The following resolution was proposed by the Board of Directors of the Corporation and adopted by the stockholders of the Corporation:
RESOLVED, that Article VII of the Second Amended and Restated Articles of Incorporation of the Corporation shall be amended to read in its entirety as follows:
ARTICLE VII
NUMBER, CLASSIFICATION AND ELECTION OF DIRECTORS; VACANCIES
1. The number of Directors constituting the entire Board of Directors shall be neither less than three (3) nor more than twenty-five (25). Subject to the rights of the holders of any Preferred Stock then outstanding, the specific number of Directors within such minimum and maximum shall be authorized from time to time by, and only by, resolution duly adopted by a majority of the total number of Directors then constituting the entire Board of Directors.
2. Commencing with the election of Directors at the 2025 annual meeting of stockholders, the Board of Directors shall be divided into two classes, Class I and Class II, with the Directors in Class I having a term expiring at the 2026 annual meeting of stockholders and the Directors in Class II having a term expiring at the 2027 annual meeting of stockholders. The successors of the Directors who, immediately prior to the 2025 annual meeting of stockholders, were members of Class I (and whose terms expired at the 2025 annual meeting of stockholders) shall be elected to Class I; the Directors who, immediately prior to the 2025 annual meeting of stockholders, were members of Class III and whose terms were scheduled to expire at the 2026 annual meeting of stockholders shall become members of Class I; and the Directors who, immediately prior to the 2025 annual meeting of stockholders, were members of Class II and whose terms were scheduled to expire at the 2027 annual meeting of stockholders shall continue as members of Class II with a term expiring at the 2027 annual meeting of stockholders. Commencing with the election of Directors at the 2026 annual meeting of stockholders, the Board of Directors shall be members of a single class, Class I, with all Directors of such class having a term expiring at the 2027 annual meeting of stockholders. The successors of the Directors who, immediately prior to the 2026 annual meeting of stockholders, were members of Class I (and whose terms expire at the 2026 annual meeting of stockholders) shall be elected to Class I for a term that expires at the 2027 annual meeting of stockholders, and the Directors who, immediately prior to the 2026 annual meeting of stockholders, were members of Class II and whose terms were scheduled to expire at the 2027 annual meeting of stockholders shall become members of Class I with a term expiring at the 2027 annual meeting of stockholders.
From and after the election of the Board of Directors at the 2027 annual meeting of stockholders, the Board of Directors shall cease to be classified, and the Directors elected at the 2027 annual meeting of stockholders (and each annual meeting of stockholders thereafter) shall be elected for a term expiring at the next annual meeting of stockholders.
3. Subject to the rights of the holders of any Preferred Stock then outstanding, any vacancies existing on the Board of Directors for any reason, including by reason of any increase in the number of Directors, shall be filled only by the Board of Directors, acting by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board. Until the election of the Directors at the 2027 annual meeting of stockholders, any Director elected in accordance with the first sentence of this Section 3 shall hold office for the remainder of the full term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director's successor shall have been elected and qualified or until his or her earlier death, resignation or removal. From and after the 2027 annual meeting of stockholders, any Director elected in accordance with the first sentence of this Section 3 shall hold office until the first meeting of the stockholders held after such Director's appointment for the purpose of electing Directors and such Director's successor shall have been elected and qualified or until his or her earlier death, resignation or removal.
4. The Board of Directors may authorize the appointment of a Chairman of the Board of Directors, who may, but need not be, the President of the Corporation.
A-1
Table of Contents
II. Such amendment has been duly adopted in accordance with the provisions of Section 17-6602of the Kansas Statutes Annotated, as amended.
Under penalty of perjury under the laws of the
| By: | ||||||
| Title: | ||||||
A-2
Table of Contents
| YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY. | 2025 |
Vote by Internet - QUICK EASY
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail
Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet must be received by 10:59 p.m., Central Time, on April 21, 2025.
|
INTERNET - www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares. |
||
| MAIL - Mark, sign and date your proxy card and retuit in the postage-paid envelope provided. |
|
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY. |
||
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
|
PROXY - THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEM 1, "FOR" ALL NOMINEES IN ITEM 2, AND "FOR" ITEMS 3 AND 4. |
Please mark your votes like this |
X |
|
1. Approval of an amendment to the Company's Second Amended and Restated Articles of Incorporation to phase out the classified structure of the Company's Board of Directors. |
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
|||
|
2. Election of four (4) Class I directors to a one-yearterm ending at the Company's 2026 Annual Meeting of Stockholders (or if Item 1 is not approved, for a three-year term ending at the Company's 2028 Annual Meeting of Stockholders). |
||||||
| FOR | AGAINST | ABSTAIN | ||||
|
(1) |
☐ | ☐ | ☐ | |||
|
(2) |
☐ | ☐ | ☐ | |||
|
(3) |
☐ | ☐ | ☐ | |||
|
(4) |
☐ | ☐ | ☐ | |||
|
3. Advisory vote to approve the compensation paid to the named executive officers of the Company. |
FOR ☐ |
AGAINST ☐ |
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4. Ratification of |
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Signature Signature,ifheldjointly Date , 2025 Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee, guardian, or corporate officer, please give title as such. |
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Table of Contents
2025
Important Notice Regarding the Internet Availability
of Proxy Materials for the Stockholders Meeting
to be held April 22, 2025
The Notice of 2025 Annual Meeting, 2025 Proxy
Statement and our 2024 Annual Report to Stockholders
are available at
investor.equitybank.com.
FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders
April 22, 2025, 4:00 p.m., Central Time
The 2025 Annual Meeting of Stockholders of
The undersigned appoints
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS INDICATED. IF NO CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED FOR ITEM 1, FOR ALL NOMINEES IN ITEM 2, FOR ITEMS 3 AND 4, AND IN ACCORDANCE WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned revoke(s) any proxy or proxies heretofore given. This proxy may be revoked at any time before it is voted at the Annual Meeting.
(Continued, and to be marked, dated and signed, on the other side)
Attachments
Disclaimer


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