DEF 14A of Bank7 Corp.
Filed Mar 28, 2024 · FY20230001140361-24-016126
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Our shareholders will be asked to consider eight nominees for election to our board of directors to serve for a one-year term until the annual meeting of shareholders in 2025. At each annual shareholders’ meeting, directors will be elected for a term of office to expire at the first succeeding annual shareholders’ meeting after their election. Our directors hold office until their successors are elected and qualified, or until such director’s earlier death, resignation or removal. Our board of directors has nominated for election William M. Buergler, Teresa L. “Tracy” Dick, Edward P. “Ed” Gray, William B. “Brad” Haines, John T. “J.T.” Phillips, J. Michael Sanner, Thomas L. “Tom” Travis, and Gary D. Whitcomb, all of whom currently are directors, each to serve for a term of one year or until his or her successor is elected and qualified. Each nominee must be elected by a plurality of shares voted in this election. The individuals named as proxies on your proxy card will vote for the election of each nominee unless you withhold authorization. Abstentions and broker non-votes will not have any effect on this proposal. Each nominee has agreed to serve for a one-year term, if elected. If any nominee is unable to stand for election at this Annual Meeting, the Board may either (i) reduce its size or (ii) nominate an alternate candidate, in which case the proxies will be voted for the alternate candidate. Your Board unanimously recommends a vote “FOR” these directors.
DIRECTOR NOMINEES
DIRECTOR NOMINEES Following are brief descriptions of the business experience of our director nominees.
DIRECTOR NOMINEES
| William M. Buergler | Director Since 2018 |
DIRECTOR NOMINEES
Mr. Buergler, age 51, has served on the board of directors of the Company since September 2019. Mr. Buergler has over two decades of accounting and tax experience. He is currently a Partner of MAP Energy, one of the largest privately-owned oil and gas mineral companies in the United States. From August 2017 to June 2021, Mr. Buergler served as the Senior Vice President and Chief Accounting Officer of Chesapeake Energy Corporation, or Chesapeake, where he began working in July 2014 as Vice President − Tax. On June 28, 2020, Chesapeake filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Effective February 9, 2021, Chesapeake obtained approval from the bankruptcy court to emerge bankruptcy protection, after which, Mr. Buergler maintained his position as Chief Accounting Officer. Before joining Chesapeake, Mr. Buergler worked for two public accounting firms: Ernst & Young LLP, where he served as a Partner from 2009 to 2014 and as a Senior Manager from 2002 to 2008; and Arthur Andersen LLP, where he served from 1996 to 2002. From 2016 to 2018, Mr. Buergler served on the board of directors of the Regional Food Bank of Oklahoma. Mr. Buergler holds B.S. and M.S. degrees in Accounting from Oklahoma State University. Mr. Buergler’s tax and accounting acumen and his leadership experience, both in the workplace and the community, qualify him to serve on our board of directors.
DIRECTOR NOMINEES
| Teresa L. “Tracy” Dick | Director Since 2021 |
DIRECTOR NOMINEES
Ms. Dick, age 54, has served on the board of directors since March 2021. Ms. Dick has served as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc., an independent oil and natural gas company (“Diamondback”) since February 2019. Prior to her current position with Diamondback, she served as Diamondback’s Executive Vice President and Chief Financial Officer from January 2017 to February 2019, Senior Vice President and Chief Financial Officer from November 2009 to January 2017, and Corporate Controller since joining Diamondback in November 2007. Before joining Diamondback, Ms. Dick held a key management position as the Controller/Tax Director at Hiland Partners, a publicly-traded midstream energy master limited partnership. Ms. Dick has over two decades of accounting experience, including public company experience in both audit and tax areas. Ms. Dick received her Bachelor of Business Administration degree in Accounting from the University of Northern Colorado. Ms. Dick is a certified public accountant and a member of the American Institute of CPAs and the Council of Petroleum Accountants Societies. Ms. Dick’s tax and accounting experience and her experience as Chief Financial Officer and Chief Accounting Officer of a public company qualify her to serve on our board of directors.
DIRECTOR NOMINEES
| Edward P. “Ed” Gray | Director Since 2022 |
DIRECTOR NOMINEES
Mr. Gray, age 61, has served on the board of directors of the Company since February 2022. Mr. Gray has over 30 years of experience in the healthcare industry with an emphasis on finance. He was the President and Chief Executive Officer of Healthcare Partners Investments LLC for over 12 years and currently serves as the Managing Director for Roaring Fork Capital, LLC, which focuses on the management of real estate and healthcare investments. Mr. Gray holds a B.B.A. in Operations Management and Marketing from the Wharton School of Business at the University of Pennsylvania and a M.S. in Leadership Studies and Business Ethics from Duquesne University. Mr. Gray was selected to serve on our board of directors because of his financial and investment experience, as well as his strong leadership background.
DIRECTOR NOMINEES
| William B. “Brad” Haines | Director Since 2004 |
DIRECTOR NOMINEES
Mr. Haines, age 74, is the founder of the Company and has served as the Chairman of the board of directors of the Company since its inception in 2004 and the board of directors of the Bank since the Company acquired it in 2004. Mr. Haines served as Chief Executive Officer of the Bank from 2004 until 2014 and has owned and operated various private companies in the construction, real estate, ranching, aerospace, aviation, energy and finance industries. He is the owner and chief executive officer of Haines Capital Group, L.L.C., a family office that he founded in 1999 that holds a variety of investments, including, but not limited to, real estate, aviation, and energy. Mr. Haines’ long-term presence on our board of directors, his reputable position in the community and his extensive experience managing businesses qualify him to serve on our board of directors and as Chairman of the Board.
DIRECTOR NOMINEES
| John T. “J.T.” Phillips | Director Since 2004 |
DIRECTOR NOMINEES
Mr. Phillips, age 54, has served on the board of directors of each of the Company and Bank since 2004 and actively participates in the execution of our business strategy. Mr. Phillips has served as Senior Executive Vice President and Chief Operating Officer of the Bank since 2015 and as Secretary of the Company since 2004. He served as President of the Company from 2004 to 2018 and as Chief Financial Officer of the Bank from 2004 to 2015. He was appointed as Senior Executive Vice President and Chief Operating Officer of the Company in 2018. Additionally, Mr. Phillips has served as the Chief Financial Officer of Haines Capital Group since 2003 and as an executive and director of various construction, real estate, ranching, aerospace, aviation, energy and finance companies. Mr. Phillips holds a B.S. in Finance/Accounting from Southwestern Oklahoma State University. Mr. Phillips’ leadership experience and understanding of finance and accounting qualify him to serve on our board of directors.
DIRECTOR NOMINEES
| J. Michael Sanner | Director Since 2018 |
DIRECTOR NOMINEES
Mr. Sanner, age 71, began his career at the accounting firm of Arthur Andersen LLP after graduating from the University of Pennsylvania with his MBA and has over 38 years of experience providing assurance services to both public and private companies, primarily in the energy sector. Prior to his retirement in June 2013, Mr. Sanner served as Assurance Partner at Ernst & Young LLP. Mr. Sanner has been involved in numerous civic, professional and charitable organizations. Since September 2017, Mr. Sanner has been a member of the boards of directors of OGE Energy Corp. and its wholly-owned subsidiary, Oklahoma Gas & Electric Company, where he currently serves as chair of audit committee and a member of the nominating and corporate governance committee. Mr. Sanner was selected to serve on our board of directors because of extensive accounting and auditing experience and his active role in the community.
DIRECTOR NOMINEES
| Thomas L. “Tom” Travis | Director Since 2018 |
DIRECTOR NOMINEES
Mr. Travis, age 66, has served on the board of directors of the Company since 2018 and the board of directors of the Bank since 2014. He currently serves as the Vice Chairman and Chief Executive Officer of the Bank and President and Chief Executive Officer of the Company. He previously served as President of the Bank from 2014 to 2022. Mr. Travis has over 36 years of experience in the Texas and Oklahoma banking communities. His banking experience includes managing the commercial banking function, insurance agency and swap desk and co-managing a multi-billion dollar mortgage-backed securities portfolio, as well as negotiating, closing and integrating eight merger transactions. Prior to joining the Bank, Mr. Travis worked from 1991 to 2014 at IBC Bank, a Texas-based financial institution, where he served in various roles, including President of IBC Bank San Antonio and IBC Bank Oklahoma. Mr. Travis has extensive knowledge and experience running a large commercial bank. His community involvement includes having served in Texas and Oklahoma in various civic, business and philanthropic organizations, including as a United Way Trustee, Trustee of Southwest Research Institute, board member of the San Antonio Chamber of Commerce, Oklahoma City Chamber of Commerce, Oklahoma State Chamber of Commerce, Oklahoma Business Roundtable, Paseo Del Rio Association and many others. Mr. Travis holds a General Business degree from Schreiner University in Kerrville, Texas. Mr. Travis’ many years of banking experience provide invaluable leadership and insight to the board of directors, beginning with the establishment of our strategic direction all the way through the oversight of our execution in all major areas, which qualify him to serve on our board of directors.
DIRECTOR NOMINEES
| Gary D. Whitcomb | Director Since 2018 |
DIRECTOR NOMINEES
Mr. Whitcomb, age 77, has served on the board of directors of the Bank since 2010 and was appointed to our board of directors in 2018. Mr. Whitcomb has over 30 years of experience as a real estate broker and real estate investor. He has owned and operated Whitcomb Real Estate Sales & Consulting, selling real estate and investment properties, since 1986. Before beginning his real estate career, Mr. Whitcomb served as a First Lieutenant in the U.S. Air Force. Mr. Whitcomb has served as the Mayor and City Commissioner of Woodward, Oklahoma, and has also served on the board of directors of the Woodward Industrial Foundation, United Way, and Kid’s Inc. Mr. Whitcomb holds a B.S. in Business Administration from the University of Oklahoma with an emphasis in finance, accounting and economics. Mr. Whitcomb was selected to serve on our board of directors because of his leadership expertise and his knowledge of the real estate markets in which we operate.
Committees of the Board of Directors
| • | reviewing, approving and administering each of our non-qualified deferred compensation plans and annual incentive plans, and performing such other duties and responsibilities as may be assigned to the committee under the terms of those plans; |
Committees of the Board of Directors
| • | annually reviewing and recommending to the board the annual director’s compensation and any additional compensation for services on committees of the board, service as a committee or board chairman, meeting fees or any other benefit payable by virtue of the director’s position as a member of the board; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth compensation paid to our non-employee directors during 2023.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | Total ($) | | Charles W. Brown | 5,400 | — | 5,400 | | William M. Buergler | 38,400 | 29,800 | 68,200 | | Teresa L. Dick | 32,400 | 22,350 | 54,750 | | Edward P. Gray | 32,400 | 22,350 | 54,750 | | J. Michael Sanner | 38,400 | 29,800 | 68,200 | | Gary D. Whitcomb | 35,400 | 26,075 | 61,475 |
DIRECTOR COMPENSATION
| (1) We pay (i) our non-employee directors $2,700 per month; (ii) the chairman of our nominating and corporate governance committee $2,950 per month; and (iii) the chairmen of our audit and compensation committees $3,200 per month. |
DIRECTOR COMPENSATION
| (2) Stock awards granted to the directors are made at the discretion of the Compensation Committee. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS The shares of our common stock that were beneficially owned on the Record Date by each person who is a director nominee or was a director or NEO on that date and by all directors and executive officers as a group are shown below.
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| Name | Amount and Nature of Beneficial Ownership(1) | Percentage of Shares Outstanding(2) | | William B. Haines | 1,778,701(3) | 19.25% | | Thomas L. Travis | 292,250(4) | 3.15% | | John T. Phillips | 240,845(5) | 2.60% | | Jason E. Estes | 70,749 | * | | William M. Buergler | 4,750(6) | * | | Teresa L. Dick | 1,250 | * | | Edward P. Gray | 2,250(7) | * | | J. Michael Sanner | 7,750(8) | * | | Gary D. Whitcomb | 4,000 | * | | All Directors and Executive Officers as a Group (14 persons) | 3,933,385 | 41.92% |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| * Less than one percent of shares outstanding |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (1) Beneficial ownership is defined by rules of the SEC and includes shares that the person has or shares voting or investment power over and shares that the person has a right to acquire within 60 days from March 20, 2024. Beneficial ownership totals include: 37,500 shares for Mr. Travis; 23,750 shares for Mr. Phillips; 18,750 shares for Mr. Estes; and 64,813 shares for all other directors and executive officers as a group that are subject to presently exercisable Company stock options. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (2) In calculating the percentage ownership of each named individual and the group, the number of shares outstanding includes any shares that the person or the group has the right to acquire within 60 days of March 20, 2024. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (3) William B Haines is the trustee of the William B. Haines Financial Services Trust which owns 1,778,701 shares of common stock of the Company. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (4) Thomas L. Travis has pledged all of his shares of common stock to secure a loan used to pay the income taxes in connection with our grant of common stock to Mr. Travis in 2019. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (5) John T. Phillips is the trustee of the John T. Phillips Revocable Trust which owns 215,255 shares of common stock of the Company. All of these shares are pledged to secure a loan used to pay the income taxes in connection with our grant of common stock to Mr. Phillips in 2019. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (6) William M. Buergler is the trustee of the KLB Revocable Family Trust Dated October 12, 2017, which owns 1,000 shares of the common stock of the Company. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (7) Edward P. Gray is the sole trustee of the Edward Gray 2006 Revocable Trust, which owns 1,500 shares of the common stock of the Company. |
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
| (8) J. Michael Sanner is the co-trustee of the J. Michael Sanner Revocable Trust, which owns 4,000 shares of the common stock of the Company. |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding the compensation paid, awarded to, or earned for our fiscal years ended December 31, 2023 and 2022 for each of our named executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Other Compensation ($)(3) | Total Compensation ($) | | William B. Haines Chairman | 2023 | 550,000 | 242,000 | — | 36,963 | 828,963 | | | 2022 | 550,000 | 400,000 | — | 33,030 | 988,878 | | Thomas L. Travis President & CEO | 2023 | 550,000 | 242,000 | 605,000(2) | 37,281 | 1,434,281 | | | 2022 | 550,000 | 652,500 | — | 32,229 | 1,238,809 | | Jason E. Estes Executive Vice President and CCO | 2023 | 383,654 | 138,600 | 262,478(2) | 29,214 | 813,946 | | | 2022 | 350,000 | 407,500 | — | 28,380 | 785,880 |
Summary Compensation Table
| (1) Discretionary cash bonuses. |
Summary Compensation Table
| (2) Represents the grant date fair value for restricted stock units granted in 2023 calculated in accordance with ASC 718. 2023 amounts reflect the grant date fair values (i) on February 14, 2023 for 20,302 restricted stock units granted to Mr. Travis; and (ii) on February 14, 2023 for 8,808 restricted stock units granted to Mr. Estes. See discussion in Footnote 14 to our audited financial statements contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. |
Summary Compensation Table
| (3) Other Compensation for 2023 includes the following: |
Summary Compensation Table
| Name | Perquisites(i) | Company 401(k) Match(ii) | Life Insurance Premiums | Total “Other Compensation” | | William B. Haines | $15,519 | $16,500 | $4,944 | $36,963 | | Thomas L. Travis | $13,923 | $16,500 | $6,858 | $37,281 | | Jason E. Estes | $12,174 | $16,500 | $540 | $29,214 |
Summary Compensation Table
| (i) Amounts reflect automobile and cell phone allowances and country club membership fees. |
Summary Compensation Table
| (ii) Amounts reflect Company matching contributions under our 401(k) plan. |
Summary Compensation Table
We compensate our named executive officers through a combination of base salary, annual discretionary bonuses, and other benefits, including perquisites. Our board of directors believes the executive compensation packages that we provide to our executives, including the named executive officers, should reward performance. Each element of compensation is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our named executive officers. 2023 Compensation Program The Compensation Committee retained The Hunt Financial Group, a banking compensation specialist company, to assist the Committee in designing an executive compensation. The primary elements of our executive compensation going forward are base salary, discretionary cash bonuses, long-term incentive compensation in the form of equity awards, and other benefits including perquisites. The goal is for mix and value of these compensation elements to provide our named executive officers with total annual compensation that is both reasonable and competitive within our markets, and appropriately reflects our performance and the executive’s particular contributions to that performance. Since our Chairman’s family group owns over 50% of the outstanding stock, he does not participate in our executive incentive program. Total compensation package for the named executives, excluding our Chairman, for 2023 is as follows:
Summary Compensation Table
| Named Executive | Base Salary | Maximum Potential Short-term Incentive(1) | Maximum Potential Long-term Incentive(2) | | Thomas L. Travis | $550,000 | 55% | 110% | | Jason E. Estes | $385,000 | 45% | 75% |
Summary Compensation Table
| (1) Expressed as a percentage of Base Salary. Award is at Compensation Committee discretion based on multiple factors, including, but not limited to, ROA and ROTCE. |
Summary Compensation Table
| (2) Expressed as a percentage of Base Salary. Vesting is over three years based on company performance outlined in the Long-Term Compensation section that follows. |
Summary Compensation Table
Base Salary. Each named executive officer’s base salary is a fixed component of compensation for each year for performing specific job duties and functions. Our compensation committee reviews these base salaries at the end of each year, with any adjustments implemented at the beginning of the next year. In considering whether to make adjustments to the base salary rates of our named executive officers, our compensation committee considers many factors, including but not limited to (a) the scope of the executive’s responsibilities, including any changes, (b) the executive’s job performance, and (c) the competitive market for executive talent, as estimated based on the competitive market data developed by the Hunt Financial Group, our independent compensation consultant, publicly available information and the experience of the compensation committee and of the board of directors. Based upon the comprehensive review, the board of directors determined the base salary of Mr. Haines, Mr. Travis and Mr. Estes should be increased to be equitable and competitive in our market and as a result increased Mr. Haines’ base salary by $100,000, Mr. Travis’ base salary by $100,000, and Mr. Estes’ base salary by $40,000 for 2024. Short-term Incentive Compensation. Our annual short-term incentive awards for the named executive officers are determined in January of each year and based on an overall assessment by the Compensation Committee and are granted at the Compensation Committee’s discretion. The amount of these discretionary awards, if any, has been based on an overall assessment of our performance (such as ROA and ROTCE), while taking into consideration other factors such as market conditions, regulatory changes, accounting changes, tax law changes and other items that may impact our strategic direction. Based on the profitability of the Company, we set aside on a monthly basis a bonus pool to be allocated among the employees at the end of the fiscal year. We intend to continue to provide annual cash bonuses to reward achievement of financial or operational goals so that total compensation is reflective of actual company and individual performance. Long-Term Incentive Compensation. Equity-based incentives are an effective means for aligning the interests of our executives with the interests of our shareholders, and we have linked those incentive payouts to value created for all shareholders. In addition, we use equity-based incentive compensation as a retention tool. Because the stock awards vest over a multi-year period, they provide our executives with an ongoing incentive to continue their employment with us and to maximize shareholder value. Total Long-Term Incentive Compensation for the named executives for 2024 will be in the form of restricted stock units subject to 3-year vesting in equal, annual installments. The award amount will be based on a weighting of the following performance metrics:
Summary Compensation Table
| Named Executive | ROA top quartile (1) | 3-Yr average Net Charge Offs < 25 bps | TSR (2) > 50% of peers(1) | Base Potential LTI Award | Additional Potential LTI Award(3) | Total Potential LTI Award | | Thomas L. Travis | 27% | 27% | 26% | 80% | 30% | 110% | | Jason E. Estes | 20% | 20% | 20% | 60% | 15% | 75% |
Summary Compensation Table
| (1) At the end of the first quarter of 2024, the determination of LTI awards will be made based on the 3-year average performance for the periods of 2021, 2022 & 2023 with respect to Return on Assets (“ROA”) and Total Shareholder Return (“TSR”). |
Summary Compensation Table
| (2) TSR is calculated by taking the product of (i) tangible capital at the end of the current year (ii) less tangible capital at the end of the prior year (iii) plus total dividends paid out during the year; divided by tangible capital at the end of the prior year. |
Summary Compensation Table
| (3) Award is at Compensation Committee discretion based on multiple factors including achieving TSR > 75% of peers, changes to peer group, changes to peer group target compensation, stock price performance, and M&A activity. |
Summary Compensation Table
The Compensation Committee will have the authority to exercise positive or negative discretion with respect to Long-Term Incentive Compensation Awards. Long-Term Incentive Compensation Awards are made under the Bank7 Corp. 2018 Equity Incentive Plan, as amended, or 2018 Plan, which provides for the issuance of up to 1,921,958 shares of common stock pursuant to awards of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock and stock unit awards, and other forms of equity or cash compensation. The maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the 2018 Plan increases annually on the first day of each fiscal year after the adoption of the 2018 Plan by the lesser of (i) 1% of the total issued and outstanding shares of common stock on the first day of the respective fiscal year, (ii) 100,000 shares of common stock, or (iii) a lesser amount determined by our board of directors. As of the record date, a maximum of 628,742 shares were still issuable under the 2018 Plan. The purpose of the 2018 Plan is to provide selected present and future employees and directors of the Company and its subsidiaries and affiliates with stock-based incentives and other equity interests in the Company, thereby giving them a stake in the growth and prosperity of the Company and encouraging the continuance of their services with the Company. The 2018 Plan is administered by the Compensation Committee. The Compensation Committee has the ability to make awards under the 2018 Plan, and to select employees and directors who may participate in the 2018 Plan, determine the amount and types of awards, determine the terms and conditions of awards, grant awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company; grant substitute awards on terms and conditions as the Compensation Committee may prescribe; make all determinations under the 2018 Plan concerning termination of any participant’s employment or service with the Company; determine whether or not a change-in-control has occurred under the 2018 Plan; construe and interpret the 2018 Plan and any agreement or instrument under the 2018 Plan; establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any award; establish and administer any performance goals, including related performance measures or performance criteria and applicable performance periods, determine the extent to which any performance goals and/or other terms and conditions of an award are attained or are not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to awards under the 2018 Plan intended to qualify as performance-based compensation were in fact satisfied; construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the 2018 Plan and/or any award agreement; establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the 2018 Plan’s operation or administration; make all valuation determinations relating to awards and the payment or settlement thereof; and grant waivers of terms, conditions, restrictions and limitations under the 2018 Plan or applicable to any award, or accelerate the vesting or exercisability of any award. Other Benefits and Perquisites The named executive officers participate in the Bank’s broad-based employee welfare benefit plans, such as medical, dental, vision, supplemental disability and term life insurance. The named executive officers also participate in the Bank’s 401(k) plan. The Bank matches 100% of an employee’s contribution up to 5% of such employee’s salary (excluding bonuses). The named executive officers are provided the same benefits, and participate in the cost at the same rate, as all other employees.
Outstanding Equity Awards at Fiscal Year End 2023
Outstanding Equity Awards at Fiscal Year End 2023
Outstanding Equity Awards at Fiscal Year End 2023
| Name | Option Awards | | | | | Stock Award | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Thomas L. Travis | 9/24/2018 | 30,000 | — | 19.00 | 9/19/2028 | | | | | | 1/04/2021 | 5,000 | 5,000 | 14.39 | 1/04/2031 | | | | | | | | | | | 1/6/2020 | 2,000 | 54,700 | | | | | | | | 1/4/2021 | 5,000 | 136,750 | | | | | | | | 12/17/2021 | 7,500 | 205,125 | | | | | | | | 2/14/2023 | 20,302 | 555,260 | | Jason E. Estes | 9/24/2018 | 15,000 | — | 19.00 | 9/19/2028 | | | | | | 1/04/2021 | 2,500 | 2,500 | 14.39 | 1/04/2031 | | | | | | | | | | | 1/6/2020 | 1,600 | 43,760 | | | | | | | | 1/4/2021 | 2,500 | 68,375 | | | | | | | | 12/17/2021 | 3,750 | 102,563 | | | | | | | | 2/14/2023 | 8,808 | 240,891 |
Outstanding Equity Awards at Fiscal Year End 2023
| (1) Stock options vest at a rate of 25% per year beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End 2023
| (2) Restricted Stock Units vest at either a rate of 20% per year or 25% per year beginning on the first anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year End 2023
| (3) Calculated using 2023 year-end closing stock price of $27.35 per share. |
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control We have entered into Restricted Stock Award Agreements and Stock Option Award Agreements with our named executive officers (the “Participants”). The Restricted Stock Unit Award Agreement and the Stock Option Award Agreements each provide for the vesting of all unvested restricted stock units and stock options, respectively, upon the earlier of (i) the Participant’s death, (ii) the Participant’s disability, or (iii) immediately prior to a “Change in Control” of the Company. Generally, a “Change in Control” consists of one of the following events:
Potential Payments on Termination or Change in Control
| • | a person becoming the beneficial owner of 50% or more of our then outstanding voting securities; |
Potential Payments on Termination or Change in Control
| • | the sale or disposition of all or substantially all of our assets; |
Potential Payments on Termination or Change in Control
| • | individuals serving on our Board whose election or nomination was approved by a majority of the then incumbent board (outside the context of an election contest), cease to constitute a majority of the Board; and |
Potential Payments on Termination or Change in Control
| • | a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation. |
Potential Payments on Termination or Change in Control
The following tables set forth values for acceleration of restricted stock units and “in-the-money” stock options that would have been realized by our named executive officers upon the termination of employment situations set forth below as of December 31, 2023. Thomas L. Travis
Potential Payments on Termination or Change in Control
| Executive Benefits and Payments Upon Termination | Death | Disability | Change of Control | | Restricted Stock | $951,835 | $951,835 | $951,835 | | Stock Options | $64,800 | $64,800 | $64,800 | | Total | $1,016,635 | $1,016,635 | $1,016,635 |
Potential Payments on Termination or Change in Control
Jason E. Estes
Potential Payments on Termination or Change in Control
| Executive Benefits and Payments Upon Termination | Death | Disability | Change of Control | | Restricted Stock | $455,596 | $455,596 | $455,596 | | Stock Options | $28,025 | $28,025 | $28,025 | | Total | $483,621 | $483,621 | $483,621 |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following information is intended to show the relationship between executive compensation actually paid by our Company and our financial performance.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO(1) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | Net Income | | 2023 | $1,434,281 | $1,404,851 | $821,455 | $822,411 | $28,274,696 | | 2022 | $1,238,809 | $1,453,714 | $887,379 | $925,785 | $29,637,743 |
PAY VERSUS PERFORMANCE
| (1) Amounts shown represent compensation actually paid (CAP) and include the following adjustments for changes in the fair value of stock option awards and restricted stock unit awards: |
PAY VERSUS PERFORMANCE
Thomas L. Travis - PEO
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO | Adjustments for the Fair Value of Equity Awards as of Year-End | Adjustments for the Change in the Fair Value of the Prior Years’ Awards, Unvested as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years’ Awards that Vested during the Year | Compensation Actually Paid | | 2023 | $1,434,281 | ($49,739) | $34,125 | ($13,815) | $1,404,851 | | 2022 | $1,238,809 | $0 | $167,943 | $46,963 | $1,453,714 |
PAY VERSUS PERFORMANCE
| (2) Amounts shown represent compensation actually paid (CAP) and include the following adjustments for changes in the fair value of stock option awards and restricted stock unit awards: |
PAY VERSUS PERFORMANCE
Average Other NEOs
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total | Adjustments for the Fair Value of Equity Awards as of Year-End | Adjustments for the Change in the Fair Value of the Prior Years’ Awards, Unvested as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years’ Awards that Vested during the Year | Compensation Actually Paid | | 2023 | $821,455 | ($10,790) | $9,056 | $2,690 | $822,411 | | 2022 | $887,379 | $0 | $29,880 | $8,526 | $925,785 |