DEF 14A of Equity Bancshares Inc
Filed Mar 12, 2026 · FY20250001193125-26-103215
ITEM 1: ELECTION OF DIRECTORS
ITEM 1: ELECTION OF DIRECTORS
CLASSIFICATION OF THE COMPANY’S 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 2026 Annual Meeting is comprised as follows:
CLASSIFICATION OF THE COMPANY’S DIRECTORS
| • | The Class I directors are R. Renee Koger, James S. Loving, Jerry P. Maland and Shawn D. Penner. Their term will expire at the Annual Meeting of Stockholders to be held in 2028; |
CLASSIFICATION OF THE COMPANY’S DIRECTORS
| • | The Class II directors are Kevin E. Cook, Brad S. Elliott, Junetta M. Everett and Gregory H. Kossover. Their term will expire at the Annual Meeting of Stockholders to be held in 2027. |
CLASSIFICATION OF THE COMPANY’S DIRECTORS
| • | The Class III directors are Leon H. Borck, C. Kendric Fergeson Gregory L. Gaeddert and Benjamen M. Hutton. Their term will expire at this year’s Annual Meeting of Stockholders. |
CLASSIFICATION OF THE COMPANY’S DIRECTORS
As previously reported, R. Renee Koger is retiring from the Board effective as of the Annual Meeting.
ELECTION PROCEDURES; TERM OF OFFICE
ELECTION PROCEDURES; TERM OF OFFICE The Corporate Governance and Nominating Committee has recommended, and the independent members of the Board have approved the nomination of Leon H. Borck, C. Kendric Fergeson, Gregory L. Gaeddert, Benjamen M. Hutton and Lisa A. Schlehuber to serve as Class III directors. Each of the Class III nominees will be elected to a three-year term ending at the Company’s 2029 Annual Meeting of Stockholders. 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 FOR the 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 FOR the 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
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:
NOMINEES FOR ELECTION
| Name | Age | Current Position with Equity | Class | | Leon H. Borck | 79 | Director | III | | C. Kendric Fergeson | 79 | Director | III | | Gregory L. Gaeddert | 64 | Director | III | | Benjamen M. Hutton | 45 | Director | III | | Lisa A. Schlehuber | 64 | Director Nominee | III |
NOMINEES FOR ELECTION
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 Corporate Governance and Nominating Committee and the Board to determine that the person should serve as a director.
NOMINEES FOR ELECTION
| LEON H. BORCK DIRECTOR SINCE: 2021 | Mr. Borck is the former Chairman and current board member of Innovative Livestock Services, Inc. and Ward Feed Yard where he has served since 1980. Mr. Borck joined the Company’s Board following our merger with American State Bancshares, Inc. in 2021 where he served as Chairman of the Board from 2001 through the date of the merger. He earned his degree in Agricultural Economics at Kansas State University. Mr. Borck has served on the boards of various companies and philanthropic organizations. QUALIFICATIONS: Mr. Borck’s senior level management, board, bank oversight and extensive agricultural experience in the markets in which the Company operates provides him with a unique perspective which is beneficial to the Board. | | C. KENDRICK FERGESON DIRECTOR SINCE: 2025 | Mr. Fergeson is a distinguished financial services executive having over 40 years experience in operational and leadership roles for financial institutions. He was the founder of NBC Corp. of Oklahoma (“NBC”) and Chair of the Board through its sale to the Company in July of 2025. In addition to his leadership role at NBC, Mr. Fergeson has previously served as the Chairman of both the Oklahoma Banker’s Association and the American Banker’s Association. He also currently serves as a Director at Argent Financial Trust and has served various philanthropic organizations. QUALIFICATIONS: Mr. Fergeson’s experience leading financial institutions in our Oklahoma operating market, as well as his chairmanship of both the American Banker’s and Oklahoma Banker’s Associations bring experienced oversight to our Board. | | GREGORY L. GAEDDERT DIRECTOR SINCE: 2007 | Mr. Gaeddert has served as a member of our Board since 2007. Mr. Gaeddert has served as Managing Partner of B12 Capital Partners, LLC since 2007. Prior to co-founding B12 Capital Partners, LLC in 2006, Mr. Gaeddert was employed in various capacities by Commerce Bancshares, Inc. and its affiliates, including serving as Kansas City officer manager for its private equity arm, Capital For Business, Inc. Mr. Gaeddert currently serves on the Board of Directors for several of B12 Capital Partners’ portfolio companies. He is also a member of the board of the Mennonite Economic Development Committee (“MEDA”) and serves on the MEDA Mauritius Foundation and as a member of the investment committee of the MEDA Risk Capital Fund. Mr. Gaeddert graduated from Bethel College with a degree in Economics and Business Administration and he earned a Master of Business Administration degree from the University of Kansas. QUALIFICATIONS: Mr. Gaeddert’s experience and qualifications provide sound leadership to the Board. In addition, Mr. Gaeddert brings strong investment, accounting and financial skills important to the oversight of our financial reporting, enterprise and operational risk management. |
NOMINEES FOR ELECTION
| BENJAMEN M. HUTTON DIRECTOR SINCE: 2020 | Mr. Hutton has served as a member of our Board since 2020. Mr. Hutton is the Chief Executive Officer of Hutton Corporation, a regional design and construction firm, where he has been employed since 2006. Mr. Hutton has served on the boards of various civic and nonprofit organizations including, among others, Associated General Contractors of Kansas, Kansas Big Brothers Big Sisters, Trinity Academy and the Wichita Chamber of Commerce of which he is a past chair. He is also actively involved with The Greater Wichita Partnership. Mr. Hutton holds a Bachelors of Science in Construction from Kansas State University as well as a Masters of Business Administration from Friends University. QUALIFICATIONS: Mr. Hutton’s senior level management, board, and construction experience in addition to his community involvement in the markets in which the company operates provides him with a unique perspective which is beneficial to the Board. | | LISA A. SCHLEHUBER | Ms. Schlehuber is a distinguished financial services executive having over 30 years experience in operational and leadership roles for financial institutions. She ended her management career serving as the Chief Executive Officer of Elements Credit Union. Under her leadership, Elements more than doubled its balance sheet and built a strong wealth management division. Beyond her executive role, Ms. Schlehuber has served on the Board of Directors of the National Association of Federally-Insured Credit Unions, as well as held board positions with CO-OP Financial Services, the Indianapolis Chamber of Commerce and Pentegra Retirement Services. QUALIFICATIONS: Mrs. Schlehuber’s experience and qualifications provide sound leadership to the Board. She brings deep financial institution experience, accounting and financial expertise, and a refined understanding of the opportunities and challenges facing a financial institution in our geography. |
NOMINEES FOR ELECTION
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-vote will not affect the outcome of this proposal.
NOMINEES FOR ELECTION
| | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES. |
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to directors, nominees and the executive officers of the Company:
DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position(s) with the Company | Class | Director’s Term Expires | | Nominees: | | | | | | Leon H. Borck | 79 | Director | III | 2026 | | C. Kendric Fergeson | 79 | Director | III | 2026 | | Gregory L. Gaeddert | 64 | Director | III | 2026 | | Benjamen J. Hutton | 45 | Director | III | 2026 | | Lisa A. Schlehuber | 64 | Director Nominee | III | | | Retiring Director: | | | | | | R. Renee Koger | 64 | Director | I | 2028 | | Directors Continuing until 2027: | | | | | | Kevin E. Cook | 61 | Director | II | 2027 | | Brad S. Elliott | 59 | Director, Chairman and Chief Executive Officer | II | 2027 | | Junetta M. Everett | 70 | Director | II | 2027 | | Gregory H. Kossover | 63 | Director, Executive Vice President, Capital Markets | II | 2027 | | Directors Continuing until 2028: | | | | | | James S. Loving | 70 | Director | I | 2028 | | Jerry P. Maland | 75 | Director | I | 2028 | | Shawn D. Penner | 55 | Director | I | 2028 | | Non-Director Executive Officers: | | | | | | Julie A. Huber | 55 | Chief Operating Officer, Equity Bank | | | | Ann M. Knutson | 56 | Chief Human Resources Officer | | | | Chris M. Navratil | 39 | Chief Financial Officer | | | | David E. Pass | 57 | Chief Information Officer | | | | Brett A. Reber | 66 | General Counsel | | | | Richard A. Sems | 54 | Chief Executive Officer, Equity Bank | | | | Krzysztof P. Slupkowski | 39 | Chief Credit Officer | | |
DIRECTORS AND EXECUTIVE OFFICERS
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 2027 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| KEVIN E. COOK DIRECTOR SINCE: 2021 | Mr. Cook was a Partner and business leader at Forvis Mazars, LLP a national CPA and advisory firm until his retirement in September 2019. He brings to the Company his insights and expertise from his exceptional 33-year career in public accounting providing solutions to financial services companies. His skills focused on developing and leading Forvis Mazars, LLP financial services practice into the marketplace through quality, reputation, networking, brand, and high-level advisement. Various leadership positions during his career included national tax leader financial services practice, national leader outsourcing services practice, and regional leader for Kansas City, Iowa and Wisconsin financial services practice. During his time at Forvis Mazars, LLP, Mr. Cook worked with some the firm’s largest financial services clients which gives him unique insights into financial reporting, taxation, mergers and acquisitions, strategic planning and corporate governance matters. Mr. Cook also previously served as Board Chair and as a member of the Board of Governors of Nebraska Wesleyan University. He has served as a director for numerous non-profit, civic, and charitable organizations. Mr. Cook is a graduate of Nebraska Wesleyan University with a Bachelor of Science degree in Accounting. QUALIFICATIONS: Mr. Cook’s experience and qualifications provide sound leadership to the Board of Directors. In addition, as a former practicing public accountant servicing the financial institution space, Mr. Cook brings extensive accounting, management, strategic planning and financial skills important to the oversight of our financial reporting, enterprise and operational risk management. |
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2027 ANNUAL MEETING
| BRAD S. ELLIOTT DIRECTOR SINCE: 2002 | Mr. Elliott is our founder, Chairman and Chief Executive Officer. He also serves as Chairman of Equity Bank. Mr. Elliott began his banking career and was employed in various capacities by Home State Bank and Trust for six years following graduation from McPherson College with a Bachelor of Science degree in Finance and Management. He then joined Sunflower Bank as a Market President for two years before joining American Traffic Systems as its director of operations in Scottsdale, Arizona. Mr. Elliott then returned to Wichita to serve as Director of Marketing at Koch Industries, Inc., a privately held multinational corporation. He then rejoined Sunflower Bank as its Regional President. Mr. Elliott founded Equity Bancshares in 2002. He is a graduate of the Stonier Graduate School of Banking and has served on the Board of Directors for the Wichita Area Chamber of Commerce, as Trustee and Chair of the finance committee for the Board of Directors of McPherson College, and as the President of the Wichita State University Shocker Athletic Scholarship Organization. He has also served on the PCS Advisory Board, Via Christi Health Board of Directors and as Treasurer, and the Kansas Bankers Association. Mr. Elliott currently serves on Pentegra’s Defined Contribution Plan Board of Directors. QUALIFICATIONS: Mr. Elliott adds financial services experience, especially lending and asset and liability management to the Board, as well as a deep understanding of the Company’s business and operations. Mr. Elliott also brings risk and operations management and strategic planning expertise to the Board, skills that are important as the Company continues to implement its business strategy to acquire and integrate growth opportunities. | | JUNETTA M. EVERETT DIRECTOR SINCE: 2020 | Ms. Everett, RDH, joined Delta Dental of Kansas (DDKS), a dental benefits administrator in 1987 and served as Vice President Provider Relations for 26 years and the same position for Surency Life and Health, a DDKS subsidiary that administered ancillary products in five states. A key contributor and participant in the corporation’s strategic planning, budgeting, and programs, she reported to the CEO and was responsible for directing and controlling all functions of the provider network for state and national business including training, contracting, compliance, audits, and building relationships. Everett serves on multiple boards and committees, including the Wichita Regional Chamber of Commerce as 2020 Board Chair and Vice Chair of Diversity, Equity and Inclusion, and the Kansas Health Foundation having previously served as Board Chair and Finance Chair and a member of the audit and governance committees. Other services include the Sedgwick County District 2 Advisory board, Wichita State University (WSU) Foundation Board, National Advisory Council and was appointed by the Governor of Kansas to the WSU Board of Trustees in 2021. Ms. Everett holds both a Bachelors of Art and Science from Wichita State University. QUALIFICATIONS: Ms. Everett brings to the Board significant leadership and business experience, knowledge of healthcare, insurance, governance and compliance while also providing valuable insight into promoting intentional inclusion in the workplace. Her background includes serving on the Board of a community developed credit union and its supervisory committee. This coupled with her business acumen including, the review and approvals of financials, decision making, and independent diversified thinking qualifies her to serve on this board. Her diversity of experience, style, and deep business contacts contributes to the overall success of the board and ultimately the bank. | | GREGORY H. KOSSOVER DIRECTOR SINCE: 2011 | Mr. Kossover currently serves as Executive Vice President, Capital Markets and Oklahoma Regional CEO at Equity Bank. Prior to this role, he served as President and Chief Financial Officer of Vantage Point Properties. Mr. Kossover has previously served as Chief Financial Officer then Chief Operating Officer of the Company. He has served as a member of our Board since December 2011. Prior to joining the Company, Mr. Kossover served as President of Physicians Development Group, a builder and manager of senior living facilities in the Wichita, Kansas metropolitan area, from 2012 to 2013. From 2004 to 2011 he served as Chief Executive Officer of Value Place, LLC, one of the largest extended stay lodging franchises in the United States. Mr. Kossover graduated from Emporia State University with a Bachelor of Science degree in Accounting and has successfully completed the Uniform Certified Public Accountants exam. QUALIFICATIONS: Mr. Kossover’s leadership and financial experience provide important oversight of our financial reporting and enterprise and operational risk management to the Board. |
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
DIRECTORS CONTINUING IN OFFICE UNTIL THE 2028 ANNUAL MEETING
| JAMES S. LOVING DIRECTOR SINCE: 2022 | Mr. Loving is a veteran executive of the downstream petroleum industry, with 35 years of experience in the energy sector. Mr. Loving served as President of the National Cooperative Refinery Association (“NCRA”) for 20 years prior to retirement following the successful integration of NCRA into an acquiring organization. In this role, he oversaw finance, human resources, operations, and stakeholder management while navigating the cyclical challenges and dramatic changes within the energy industry over that time. In addition to his role with NCRA, Mr. Loving has served on several company and public service boards. He holds a bachelor’s degree in Civil Engineering from the University of Wisconsin, as well as a MBA from the University of Utah. QUALIFICATIONS: Mr. Loving’s experience and qualifications provide sound leadership to the Board. He brings deep energy sector knowledge, in addition to company management, board development, and leadership expertise to the Board. | | JERRY P. MALAND DIRECTOR SINCE: 2016 | Mr. Maland was appointed to the Company’s Board upon the closing of the merger of the Company and Community First Bancshares, Inc. in 2016. Mr. Maland served as a director of Community First Bancshares, Inc. following its formation in 1997, and served as Chairman of the board for both Community First Bank and Community First Bancshares, Inc. Mr. Maland is the former owner of McDonald’s restaurants in Harrison, Berryville, and Eureka Springs. He previously served on the Board of Directors of Security Bank and First Commercial Corporation from 1984 until forming Community First Bank in 1997. Mr. Maland is a graduate of Luther College in Decorah, Iowa QUALIFICATIONS: Mr. Maland brings extensive bank management and oversight experience, as well as local knowledge of our markets to the Board. | | SHAWN D. PENNER DIRECTOR SINCE: 2003 | Mr. Penner has served as a member of our Board since 2003. Mr. Penner is the owner of Shamrock Development, LLC, a real estate development firm, which he founded in 1997. He also serves as a director of First Federal of Olathe Bancorp, Inc., First Federal Savings and Loan Bank, and GPV, Inc. Mr. Penner previously worked as a national bank examiner for the Office of the Comptroller of the Currency. Mr. Penner graduated from Wichita State University with a Bachelors of Business Administration and a Master of Business Administration degrees. He currently serves as a member of the Wichita State University Foundation Board of Directors as well as Chair of the Foundation’s Investment Committee. QUALIFICATIONS: Mr. Penner brings experience as an executive and local knowledge of our markets as well as bank regulatory and investment experience to the Board. |
COMMITTEES OF THE BOARD
| • | evaluating the compensation of our directors; |
DIRECTOR COMPENSATION
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 Board for approval at least annually, utilizing data from compensation studies, surveys, and proxy disclosures of public peer companies, among other information. The Compensation Committee retained Blanchard Consulting Group to conduct a comprehensive Board of Directors compensation study in 2023, based on the results of the study cash retainer fees were set at $40,000 for a service year. Since the directors of the Company are representing the stockholders, the Company believes they should also be stockholders of the Company, therefore each director also receives an equity grant of $40,000 for a service year. For the 2025 service year, in addition to retainer fees and annual equity grant, we paid the non-employee members of our Compensation, Corporate Governance and Nominating, Trust and Risk committees $4,200 for services on such committees. The chairman of each of these committees earned $11,400 for serving in such role. Each member of our Audit Committee received $5,400 for serving on the committee. The chairman of our Audit Committee received $16,800 for serving in such role. We paid our non-employee directors that serve on Equity Bank’s Credit Committee $48,000 for serving on the committee. Pursuant to our director compensation policy we prepay our directors’ fees on May 1 of each year and the fees are earned over a one-year period. We also reimburse all non-employee directors for their reasonable out-of-pocket travel expenses incurred in attending meetings of our Board or any committees of the Board. Common stock issuance to non-employee directors is made in the form of restricted stock awards or stock options which vest at the end of the service period. If the director were to leave during the service period the grant would not vest and prepaid director fees would be subject to repayment. The Company requires our outside directors obtain and maintain beneficial ownership (by Company grant and through individual purchase) of $500,000 of value in the Company’s stock within five years of adopting the guidelines or initial election to the Board. We believe that stock ownership of our outside directors aligns their interests with those of our stockholders. As of December 31, 2025, each of our outside directors had met or were on track to comply with these stock ownership guidelines within the applicable time periods. All of our directors also serve as directors of Equity Bank. During 2025, our directors did not receive any additional compensation for service on the board of Equity Bank. Mr. Elliott did not receive any additional compensation for service on either board. The board fees received by Mr. Kossover are reflected in his compensation discussed in the Summary Compensation Table. The following table sets forth the compensation earned during for the fiscal year ended December 31, 2025 by each non-employee director who served on our Board:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | Total ($) | | Leon H. Borck | 48,400 | 40,000 | 88,400 | | Kevin E. Cook | 61,000 | 40,000 | 101,000 | | Junetta M. Everett | 44,200 | 40,000 | 84,200 | | C. Kendric Fergeson (3) | 51,223 | 22,243 | 73,466 | | Gregory L. Gaeddert | 61,000 | 40,000 | 101,000 | | Benjamen M. Hutton | 44,200 | 40,000 | 84,200 | | R. Renee Koger | 48,400 | 40,000 | 88,400 | | James S. Loving | 56,800 | 40,000 | 96,800 | | Jerry P. Maland | 44,200 | 40,000 | 84,200 | | Shawn D. Penner | 99,400 | 40,000 | 139,400 |
DIRECTOR COMPENSATION
| (1) For the 2024 and 2025 service years, director retainer and committee fees were prepaid on May 1 and earned over the service period ending April 30 of the proceeding year. |
DIRECTOR COMPENSATION
| (2) In addition to retainer and committee fees, for the 2024 and 2025 service years, each director of the Company also received a one-year vesting share-based issuance with a grant date fair value equal to $40,000 and $40,000, respectively. The 2025 grant was issued as (1) 1,035 restricted share awards elected by all not otherwise indicated, (2) 2,535 non-qualified options elected by Mr. Gaeddert or (3) 518 restricted share awards and 1,268 options elected by Mr. Loving.This is the entirety of the share based payments outstanding for each director with the exceptions of Mr. Gaeddert, Mrs. Koger and Mr. Loving who also have 7,575, 9,095 and 1,405 options outstanding, respectively. |
DIRECTOR COMPENSATION
| (3) Mr. Fergeson joined the Board following the completion of the Company’s merger with NBC Oklahoma. Retainer and committee fees were prorated for a service year beginning on July 1, 2025. |
2025 Executive Compensation Program Highlights
| Compensation Component | Purpose and Objectives | Key Features and Performance Metrics | | 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. | | Annual 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 2025: (a) adjusted pre-tax income relative to budgeted target; (b) net over-head ratio relative to budgeted target; and (c) individual performance objectives. • For 2025, 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. | | 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. | | 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. | | Executive Deferred Compensation Plan (“SERP”) | Motivates and rewards NEOs for achievement of strategic and tactical goals over the performance period, generally in relation to the Board approved budget. Promotes long-term retention of talent. | • NEO must be employed on the date the notional grant is paid. • Corporate performance is measured relative to the adjusted pre-tax income as a percentage of budgeted target. • At or above budgeted results the executive will receive full benefit. • The contribution is subject to forfeiture below 75% of target with interpolation of benefit between 75 and 100%. • Contributions are subject to a 10-year ratable vesting requirement. Executive must remain employed throughout participation period to receive full benefit. |
Compensation Philosophy
| • | Drive performance relative to clearly defined goals, balancing short-term operational objectives with long-term strategic goals; |
Compensation Philosophy
| • | 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; |
Compensation Philosophy
| • | Encourage our executives to take actions that are aligned with the interests of long-term stockholders through the use of stock-based compensation; |
Best Practices
| What We Do | | | Pay for performance. | Annual advisory say on pay vote. | | 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. | | 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. | | 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. | | 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. | | Annual peer group review. | Independent compensation consultant. | | Caps/maximums in place for our incentive plans. | A “double-trigger” is required (both a change-in-control and qualifying termination event must occur) in order to issue any change-in-control severance payments to our NEOs. |
Best Practices
| What We Do Not Do | | No tax-gross ups in our change in control arrangements. | | No repricing of stock options without stockholder approval. | | No excessive perquisites. | | No incentive plans which encourage inappropriate risk taking. |
Program Elements and Pay Decisions
| • | performance-based annual cash incentives; |
Program Elements and Pay Decisions
| • | 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); |
Program Elements and Pay Decisions
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 earn higher 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, annual equity awards at grant date fair value, and contributions to the supplemental executive retirement plan) is variable (“at-risk”). The chart below depicts the mix of total target direct compensation opportunity set for our CEO and other NEOs for 2025.
Program Elements and Pay Decisions
| 2025 Pay Mix (1) | | | | | | | | Name | Base Salary (2) | Short Term Executive Incentive Plan (3) | Long-Term Incentive Plan (4) | Supplemental Executive Retirement Plan (5) | Total | At-Risk | | Brad S. Elliott | 37% | 28% | 25% | 10% | 100% | 63% | | Chris M. Navratil | 43% | 22% | 22% | 13% | 100% | 57% | | Julie H. Huber | 43% | 23% | 22% | 12% | 100% | 57% | | Gregory H. Kossover | 53% | 26% | 21% | — | 100% | 47% | | Rick A. Sems | 40% | 26% | 22% | 12% | 100% | 60% |
Program Elements and Pay Decisions
| (3) For more information, see the heading “Annual Executive Incentive Plan” below. |
Program Elements and Pay Decisions
| (4) For more information, see the heading “Long-Term Equity Incentive Plan” below. |
Annual Executive Incentive Plan (“EIP”)
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:
Annual Executive Incentive Plan (“EIP”)
| • | recognize and reward achievement of the Company’s annual business goals critical to driving our long-term strategy: |
Annual Executive Incentive Plan (“EIP”)
| • | motivate and reward superior performance; |
Annual Executive Incentive Plan (“EIP”)
| • | attract and retain talent needed for the Company’s success; |
Annual Executive Incentive Plan (“EIP”)
| • | be competitive with market; |
Annual Executive Incentive Plan (“EIP”)
| • | encourage teamwork and collaboration through shared goals; and |
Annual Executive Incentive Plan (“EIP”)
| • | promote sound risk management practices. |
Annual Executive Incentive Plan (“EIP”)
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 2025, was January 1, 2025 through December 31, 2025. The EIP provides participants with an opportunity to earn variable rewards that are contingent on a combination of Company and Individual performance. For Company goals interpolation is used to determine the incentive payouts when performance goals are between threshold and target, and target and maximum. If performance is below a stated threshold, then no payment is made for the applicable component. Individual goals are paid at 100% if identified goals are achieved. Payouts are subject to satisfactory regulatory ratings. Any EIP payouts are also subject to the Company’s Clawback Policy and can be adjusted by the Compensation Committee based on extraordinary events.
Annual Executive Incentive Plan (“EIP”)
| 2025 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) | | Brad S. Elliott | 43% | 75% | 107% | | Chris M. Navratil | 29% | 50% | 71% | | Julie A. Huber | 32% | 55% | 78% | | Gregory H. Kossover | 29% | 50% | 71% | | Richard A. Sems | 37% | 65% | 93% |
Annual Executive Incentive Plan (“EIP”)
(1) The individual component of each executive’s incentive opportunity is assumed to be paid at 100% in each of the scenarios. 2025 corporate goals in the EIP and actual results (dollars in thousands):
Annual Executive Incentive Plan (“EIP”)
| | Weighting of Performance | Threshold/ Target/ | | 2025 EIP Performance Goals | | | 2025 Actual Results / | | Performance Measure | Measure | Stretch | | Threshold | Target | Maximum | Pay Out % | | Adjusted Pre-tax Income, relative to the Budget (000s) | 60% | 80 100 130 | % / % / % | $61,910 | $77,387 | $100,603 | $101,698 (2)/ 150.0% | | Net-over-head Ratio (adjusted non-interest income relative to adjusted non-interest expense) relative to Budget for Equity Bank | 25% | 80 100 130 | % / % / % | 18.9% | 23.6% | 30.7% | 24.8% (3)/ 108.2% |
Annual Executive Incentive Plan (“EIP”)
| (1) Defined as the amount of net income of the Company as determined by GAAP and reported on our Securities and Exchange Commission (“SEC”) filings adjusted as follows: (a) increased by provision for taxes; (b) elimination of net securities (gains) or losses; (c) elimination of extraordinary items; (d) elimination of unbudgeted merger expenses; (e) increased by the provision for loan losses and reduced by the excess of actual net charge-offs over budgeted provision for loan losses which results in no benefit to earnings realized by the release of loan loss provision; and (f) other items as approved by the Compensation Committee. |
Annual Executive Incentive Plan (“EIP”)
| (2) To derive 2025 adjusted pre-tax income, the Company’s GAAP pre-tax income was adjusted as follows. |
Annual Executive Incentive Plan (“EIP”)
| | 2025 (in 000s) | | Pre-Tax GAAP income | $26,380 | | Securities (gain) loss | 53,174 | | Debt extinguishment | 1,361 | | Merger expenses | 8,065 | | Provision for credit losses | 12,340 | | Tax investment amortization | 378 | | Adjusted pre-tax income | $101,698 |
Annual Executive Incentive Plan (“EIP”)
| (3) The following table show how Equity Bank’s adjusted non-interest income and adjusted non-interest expense (in each case, for purposes of determining 2025 net-over-head ratio) were calculated. |
Annual Executive Incentive Plan (“EIP”)
| | 2025 (in 000s) | | Non-interest income | $(16,031) | | Securities (gain) loss | 53,174 | | Impact of NBC transaction | (1,448) | | Adjusted non-interest income | $35,695 | | Non-interest expense | $169,168 | | Merger expenses | (5,848) | | Incentive accrual | (2,610) | | Impact of NBC transaction | (12,319) | | Captive insurance expense | (2,130) |
Annual Executive Incentive Plan (“EIP”)
| | 2025 (in 000s) | | Unfunded commitments | $(311) | | Litigation accrual | (1,000) | | NBC core deposit intangible amortization | (711) | | Tax amortization | (378) | | Adjusted non-interest expense | $143,861 |
Annual Executive Incentive Plan (“EIP”)
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 achieved 100% of the earning opportunity assigned to the leadership rating, which was capped at 100%. EIP awards for the year are summarized below:
Annual Executive Incentive Plan (“EIP”)
| | Company Component | | | | Individual Performance Component | | | | Name | Weighting | Award Percentage Achievement | Company Component Total | Weighting | Award Percentage Achievement | Individual Performance Component Total | 2025 EIP Total | | Brad S. Elliott | 85% | 132.1% | $757,373 | 15% | 100.0% | $97,054 | $854,427 | | Chris M. Navratil | 85% | 132.1% | $234,110 | 15% | 100.0% | $30,000 | $264,110 | | Julie A. Huber | 85% | 132.1% | $250,327 | 15% | 100.0% | $32,078 | $282,405 | | Gregory H. Kossover | 85% | 132.1% | $234,110 | 15% | 100.0% | $30,000 | $264,110 | | Richard A. Sems | 85% | 132.1% | $481,896 | 15% | 100.0% | $61,753 | $543,649 |
Annual Executive Incentive Plan (“EIP”)
The following table shows the total payout opportunity and the total actual payout of annual cash incentives for the performance year:
Annual Executive Incentive Plan (“EIP”)
| NEO | 2025 Incentive Target | % of Target Incentive | | Brad S. Elliott | $647,024 | 132.1% | | Chris M. Navratil | $200,000 | 132.1% | | Julie A. Huber | $213,854 | 132.1% | | Gregory H. Kossover | $200,000 | 132.1% | | Richard A. Sems | $411,684 | 132.1% |
Annual Executive Incentive Plan (“EIP”)
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 2025, all our NEOs met or exceeded expectations relative to their individual performance goals.
Annual Executive Incentive Plan (“EIP”)
| NEO | Performance Highlights | | Brad S. Elliott | • Mr. Elliott’s 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 announced in 2025, adding assets, deposits and new geographies. • Mr. Elliott provided leadership in facilitating a subordinated debt raise of $75 million, maintaining robust capital levels as the organization remains positioned to execute on its dual pronged acquisitive and organic growth strategy. | | Chris M. Navratil | • Led the analysis and execution of Equity Bank’s bond portfolio repositioning during the third quarter of 2025, adding earnings and NIM stability through a challenging interest rate environment. • Led the Bank’s subordinated debt raise and underwriter due diligence process, leading to additional capital and capacity to facilitate strategic transactions in 2025 and beyond. • Led the modeling and financial due diligence around the completed transactions as well as many other contemplated transactions throughout 2025. | | Julie A. Huber | • In her role as Chief Operating Officer, Ms. Huber continued to enhance processes and departmental strength as the Company grows its balance sheet and nears the $10 billion mark. • Ms. Huber successfully led the operational due diligence procedures around multiple potential M&A targets during 2025, including the two announced transactions. • Oversaw the integration of two banking platforms into the legacy Equity Bank model. • Oversaw the renegotiation of multiple core vendor contracts, including digital banking, cash management and a renewal of our core provider. Ms. Huber’s efforts will yield meaningful, comparative cost improvement for the services being provided to our bank and customers. | | Gregory H. Kossover | • Mr. Kossover successfully took on his new role as EVP of the Company, leading our Oklahoma footprint as well as the Capital Markets team. • Oversaw the onboarding of new commercial and retail teams brough on through our merger with NBC, including employee and customer retention, problem credit workout and core process integration. • Continued to grow the capital market capacity of the Company, including developing talent, fostering legacy relationships and identifying new counterparty relationships and customer opportunities. | | Richard A. Sems | • Mr. Sems continued to enhance the commercial and retail sales process and product offerings in 2025. Enhancing transparency within incentive programs, revamping the CRM and related reporting capacity of the organization and leading the charge on talent identification and retention. • Led the negotiation and on-site transition of operations and personnel for the Company’s two completed merger transactions in the second quarter of 2025 and on the first day of 2026. • Successfully seated commercial bankers in LPO locations in both Omaha and Des Moines, positioning Equity to enter two strategic markets which we will look to grow in coming years. |
Long-Term Equity Incentive Plan (“LTIP”)
Long-Term Equity Incentive 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 equity 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 Equity Bancshares, Inc. 2022 Omnibus Equity Inventive Plan, as amended (the “LTIP”). In determining the form of equity to be granted the Compensation Committee considered many factors including the ability to drive corporate performance, retention, executive officers’ current stock ownership level, tax and accounting treatment and the impact on dilution. Awards were made in consideration of market practice and alignment with the Company’s compensation philosophy. 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:
Long-Term Equity Incentive Plan (“LTIP”)
| • | Performance: Reward key executives for driving long-term, sustained performance (e.g., stock price, specific performance measures). |
Long-Term Equity Incentive Plan (“LTIP”)
| • | Stockholder Alignment: Align executives with stockholder interests through performance goals and focus on stockholder value appreciation. |
Long-Term Equity Incentive Plan (“LTIP”)
| • | Ownership: Ensure executives have an ownership/equity interest. |
Long-Term Equity Incentive Plan (“LTIP”)
| • | Retention: Promote the retention of senior executives. |
Long-Term Equity Incentive Plan (“LTIP”)
| • | Sound Risk Management: Provide a balanced view of performance and align rewards with the time horizon of risk. |
Long-Term Equity Incentive Plan (“LTIP”)
| • | 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. |
Long-Term Equity Incentive Plan (“LTIP”)
Treatment of LTIP Awards Under Termination Events The LTIP details treatment of performance-vested restricted stock units (“PRSUs”) and time-vested restricted stock units (“TRSUs”) under various employment termination events.
Long-Term Equity Incentive Plan (“LTIP”)
| 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-rata portion of PRSUs will vest immediately at target level. Pro-rata portion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-year performance period (36 months). | | Disability | Unvested TRSUs and TSOs will vest immediately | A pro-rata portion of PRSUs will continue to vest and payout will be determined based on the actual performance after the performance period ends. Pro-rata portion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-year performance period (36 months). | | Involuntary Termination without Cause (including Termination by Executive for Good Reason) | A pro-rata portion of unvested TRSUs and TSOs will vest immediately. Pro-rata portion 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-month vesting period. | A pro-rata portion 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-rata portion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-year performance period (36 months). | | Retirement (as defined in the Company’s retirement plan or retirement policy) | A pro-rata portion of unvested TRSUs and TSOs will vest immediately. Pro-rata portion 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-month vesting period. | A pro-rata portion 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-rata portion will be calculated based on the number of months worked during the performance period as a percentage of the total 3-year performance period (36 months). | | Voluntary Resignation / Termination for Cause | Forfeiture | Forfeiture |
Long-Term Equity Incentive Plan (“LTIP”)
2025 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 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-year non-solicitation covenant covering employees, independent contractors, customers and other business relationships of the Company or Equity Bank. The equity grants were comprised of 50% PRSUs and 50% TRSUs. For the PRSUs, 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.
Long-Term Equity Incentive Plan (“LTIP”)
| 2025 Equity Award Opportunities at Target Performance | | | | | Named Executive Officer | TRSU (# of shares) | PRSU (# of shares at Target) | Value at Target ($000s) | | Brad S. Elliott (1) | 6,010 | 6,010 | $524 | | Chris M. Navratil | 2,294 | 2,294 | $200 | | Julie A. Huber | 2,382 | 2,382 | $208 | | Gregory H. Kossover (2) | — | — | — | | Richard A. Sems | 3,842 | 3,842 | $335 |
Long-Term Equity Incentive Plan (“LTIP”)
| (1) Excludes TRSUs for Mr. Elliott, which were awarded per his employment agreement provisions (see “Other Equity Awards” for more detail). |
Long-Term Equity Incentive Plan (“LTIP”)
| (2) Mr. Kossover was not employed by the Company on the grant date for these awards. |
Long-Term Equity Incentive Plan (“LTIP”)
PRSUs have a three-year performance period (January 1, 2025 – December 31, 2027) with performance criteria reflecting two key financial measures of equal weighting: the three year change in Total Stockholder Return (“TSR”) and the three year average core earnings per share (“EPS”) growth relative to the Company’s peers. These goals were selected to reflect our focus on the Company’s long-term strategic goals and objectives which include sound risk management and stockholder value enhancement over the long-term time horizon, relative to our peers.
Long-Term Equity Incentive Plan (“LTIP”)
| 3-year TSR & EPS Performance Relative to Index (1) | 3-year Performance Relative to Peer Group | 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 |
Long-Term Equity Incentive Plan (“LTIP”)
| (1) Will be measured based on the Company performance relative to an index of U.S. exchange traded commercial banks with assets between $3 billion and $10 billion at the time of grant. Index constituents acquired as of the end of the performance period will be removed for the entire performance period and not be replaced. In 2025, the peer index consisted of 82 banks with a median asset size of $6.4 billion. |
Long-Term Equity Incentive Plan (“LTIP”)
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.
Long-Term Equity Incentive Plan (“LTIP”)
| | 2025 Grant Date Value of Equity Award Opportunity as a % of Salary on Grant Date | | | | | | | PRSUs | | | | NEO | TRSUs | Threshold | Target | Maximum | | Brad S. Elliott (1) | 32.50% | 16.25% | 32.50% | 48.75% | | Chris M. Navratil | 25.00% | 12.50% | 25.00% | 37.50% | | Julie A. Huber | 25.00% | 12.50% | 25.00% | 37.50% | | Gregory H. Kossover (2) | — | — | — | — | | Richard A. Sems | 27.50% | 13.75% | 27.50% | 41.25% |
Long-Term Equity Incentive Plan (“LTIP”)
| (1) Excludes time vested restricted stock units for Mr. Elliott, which were awarded per his employment agreement provisions (see “Other Equity Awards” for more detail). |
Long-Term Equity Incentive Plan (“LTIP”)
| (2) Excludes time vested restricted stock units and stock awards which were issued at Mr. Kossover’s hire date and for his service on the Board, respectively (see “Other Equity Awards” for more detail). |
Long-Term Equity Incentive Plan (“LTIP”)
2023 PRSUs PRSUs were awarded to all NEOs who were actively employed from January 30, 2023 (the “2022 PRSUs”) through vesting date. The vesting was based on two relative performance metrics of equal weighting, as measured during the period beginning January 1, 2023 and ending December 31, 2025: (a) relative total stockholder return (“Relative TSR”) and (b) relative average of core earnings per share (“Relative EPS”) growth (a non-GAAP measure). For the first metric, Relative TSR, the Company’s total stockholder return during the performance period was in the 74th percentile of the reference group. For the second metric, Relative EPS, the Company’s average core earnings per share was in the 73rd percentile of the reference group.
Long-Term Equity Incentive Plan (“LTIP”)
| Relative “Core EPS” Growth | RSU Payout Percentage of Target | Relative “TSR” Performance | 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% |
Long-Term Equity Incentive Plan (“LTIP”)
| | Performance Cycle | | | | Named Executive Officer | PRSUs Target (# of shares) | PRSUs Vested (# of shares) | PRSUs Vested (% of Target) | | Brad S. Elliott | 8,591 | 12,439 | 144.8% | | Chris M. Navratil | 1,094 | 1,583 | 144.8% | | Julie A. Huber | 2,604 | 3,769 | 144.8% | | Gregory H. Kossover (1) | — | — | — | | Richard A. Sems (1) | — | — | — |
Long-Term Equity Incentive Plan (“LTIP”)
| (1) Messrs. Sems and Kossover were not employed by the Company on grant date. |
Long-Term Equity Incentive Plan (“LTIP”)
Other Equity Awards Under his employment agreement, Mr. Elliott is eligible to be considered to receive an annual equity award having an aggregate target value not to exceed the amount equal to 25% of the combined total of his Base Salary and Incentive Payment (within the meaning of his employment agreement). The additional equity award, if granted, is split two-thirds to stock options and one-third to TRSUs. As such, on January 31, 2025, Mr. Elliott received an award of 15,167 stock options and 3,190 TRSUs. The options carry a strike price of $43.60 and using a Black-Scholes pricing model each option was valued at $18.56 per share. This stock option award vests 25% at grant date with the remainder vesting ratably over three years beginning on the first anniversary of the grant date. The award carries a ten-year term. The TRSUs vest 25% on the date of grant, then 25% per year for the next three years. 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 Mr. Elliott with our stockholders. Similarly, Mr. Sems received an additional equity grant on February 11, 2025 of 4,773 stock options. Using a Black-Scholes pricing model each option was valued at $19.14 per share. The options vested 25% at grant date with the remainder vesting ratably over the next three years. Upon his hire at Equity Bank, Mr. Kossover received a time-based restricted stock unit award of 5,654 shares vesting ratably over five years beginning February 7, 2026. In addition, Mr. Kossover received a time-based restricted stock award of 1,035 shares for his service on the Company’s Board of Directors which vests over a one-year service period ending on April 30, 2026.
The Compensation Committee Independent Compensation Consultant
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 Blanchard Consulting Group as its independent compensation consultant in 2022 to advise the Compensation Committee by providing a comprehensive executive compensation review. In 2023, Blanchard Consulting Group provided the Committee with a director compensation review. These reports allow us to evaluate our pay practices as compared to peers, banking industry survey data, and industry best practices. Blanchard Consulting Group is a national firm with an exclusive focus on the banking and financial services industry. Blanchard Consulting Group did not provide additional services other than compensation consulting to the Compensation Committee. The Compensation Committee assessed potential conflicts of interest and independence issues for Blanchard Consulting Group and no conflicts of interest or independence issues relating to either Company’s services were identified by the Compensation Committee. The Compensation Committee and executive management utilized the Blanchard reports, in addition to publicly available proxy data for the identified peer group, to assist with executive and director pay decisions during 2025 but did not solely rely on them. Blanchard re-assessed the peer group being utilized in the analysis for 2025.
Peer Group for 2025 Compensation Decisions
Peer Group for 2025 Compensation Decisions 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 Blanchard Consulting Group most recent executive compensation study. In 2025, using 2024 data, the peer group’s asset size ranged from approximately $3.1 billion to $9.8 billion. The median asset size was $5.8 billion, with the Company’s assets at approximately $5.3 billion. Our current peer group consists of the below nineteen banks, located in Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, South Dakota, and Texas.
Peer Group for 2025 Compensation Decisions
| | 2025 Compensation Peer Group | | | Great Southern Bancorp, Inc. | HBT Financial, Inc. | Hills Bancorporation | | Southside Bancshares, Inc. | Capital Federal Financial, Inc. | South Plains Financial, Inc. | | Bridgewater Bancshares, Inc. | Guaranty Bancshares, Inc. | Old Second Bancorp, Inc. | | Midland States Bancorp, Inc. | QCR Holdings, Inc. | | | National Bank Holdings Corporation | MidWestOne Financial Group, Inc. | | | Byline Bancorp, Inc. | First Mid Bancshares, Inc. | | | Southern Missouri Bancorp, Inc. | FirstSun Capital Bancorp | | | Third Coast Bancshares, Inc. | West Bancorporation, Inc. | |
Employment Agreements
Employment Agreements On November 5, 2021, the Company entered into new employment agreements with Mr. Elliott and Ms. Huber. These employment agreements supersede and replace their prior employment agreements. The employment agreement with Mr. Elliott, CEO and Chairman of the Board, provides for an initial three-year term that is automatically extended for an additional three-years unless either party gives notice of non-renewal at least 90 days before the end of the then-current term. The employment agreement with Ms. Huber has an initial three-year term that is automatically extended for successive one-year terms unless either party gives notice of non-renewal at least 90 days before the end of the then-current term. On November 6, 2023 the Company entered into an employment agreement with Mr. Navratil. The initial term of the agreement is three years, and the term is automatically extended for successive one-year terms unless either party gives notice of non-renewal at least 90 days before the end of the then-current term. On May 2, 2023 the Company entered into an employment agreement with Mr. Sems, the terms of which were established through arms’ length negotiation. The initial term of the agreement three years, and the term is automatically extended for successive one-year terms unless either party gives notice of non-renewal at least 90 days before the end of the then-current term. 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-solicitation and 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. Mr. Kossover does not have an employment agreement. Employment agreement terms for our NEOs are summarized as follows:
Employment Agreements
| Mr. Elliott | | | Term | An initial three-year term that is automatically extended for successive additional three-year terms unless either party gives notice of non-renewal at least 90 days before the end of the then- current term. | | Base Salary | $862,698 | | Annual Bonus | Under his employment agreement, Mr. Elliott has a target bonus opportunity of 75% of his base salary, subject to his achievement of performance criteria established by the Compensation Committee. | | Long-Term Incentive Award | Under his employment agreement, Mr. Elliott is entitled to receive an annual equity incentive award with a total grant value equal to 65% of his base salary. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |
Employment Agreements
| Mr. Navratil | | | 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 | $400,000 | | Annual Bonus | Under his employment agreement, Mr. Navratil has a target bonus opportunity of 50% of his base salary, subject to his achievement of performance criteria established by the Compensation Committee. | | Long-Term Incentive Award | Under his employment agreement, Mr. Navratil is entitled to receive an annual equity incentive award with a total grant value equal to 50% of his base salary. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |
Employment Agreements
| Ms. Huber | | | 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 | $388,825 | | Annual Bonus | Under her employment agreement, Ms. Huber has a target bonus opportunity of 50% of her base salary, subject to her achievement of performance criteria established by the Compensation Committee. | | Long-Term Incentive Award | Under her employment agreement, Ms. Huber is entitled to receive an annual equity incentive award with a total grant value equal to 50% of her base salary. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination of employment. |
Employment Agreements
| Mr. Sems | | | 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 | $633,360 | | Annual Bonus | Under his employment agreement, Mr. Sems has a target bonus opportunity of 65% of his base salary, subject to his achievement of performance criteria established by the Compensation Committee. | | Long-Term Incentive Award | Under his employment agreement, Mr. Sems is entitled to receive an annual equity incentive award with a total grant value equal to 55% of his base salary. | | Non-Competition Period | During employment and for 12 months following termination of employment. | | Non-Solicitation Period | During employment and for 12 months following termination |
Equity Compensation Grant Practices
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 the named executive officers) in January following each fiscal year end. Annual equity awards have historically been granted on or around January 31. In addition to the annual grants, equity awards may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. We do not grant equity awards in anticipation of the release of material, nonpublic information, or time the release of material, nonpublic information based on equity award grant dates, vesting events, or sale events. For all stock option awards, the exercise price is the closing price of our common stock on the NYSE on the date of the grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant. No off-cycle stock option awards were granted to NEOs in fiscal year 2025 nor did we grant equity awards to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
CEO Pay Ratio
CEO Pay Ratio The Company is making its disclosure of the CEO Pay Ratio, as required by Section 953(b) of the Dodd-Frank Wall Street reform and Consumer Protection Act and Item 402(u) of SEC Regulation S-K. We identified the median employee in 2024 by examining the Box 5 wages reported on the 2024 Form W-2 for all individuals, excluding the CEO, who received compensation during 2024 through December 31, 2024. This employee population included all full-time, part-time or seasonal employees as of December 31, 2024. Once we identified our median employee, we determined their annual total compensation in a manner consistent with the CEO compensation provided in the ‘Summary Compensation Table’. In 2025, there were not any material changes in the composition of our employee base which would require an update to the median employee identification. For 2025, the total compensation paid to the CEO was $3,074,420. The total of all compensation paid to the median employee was $49,763. The CEO pay to median employee pay was approximately 62:1. The pay ratio identified above is a reasonable estimate calculated in a manner consistent with SEC rules. Pay ratios that are reported by our peers may not be directly comparable to ours because of differences in the composition of each company’s workforce, as well as the assumptions and methodologies used in calculated the ratio, as permitted by SEC rules.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table provides information regarding the compensation of our named executive officers for the years ended December 31, 2025, 2024 and 2023. Except as set forth in the notes to the table, all cash compensation for these executive officers was paid by Equity Bank, where each serves in the same capacity.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Non-equity Incentive Plan Compensation ($) | All Other Compensation ($) (3) | Total ($) | | Brad S. Elliott | 2025 | 857,995 | — | 663,156 | 281,500 | 854,427 | 416,897 | 3,073,975 | | Chief Executive Officer and | 2024 | 804,177 | — | 634,596 | 253,449 | 861,690 | 404,362 | 2,958,274 | | Chairman of the Board | 2023 | 779,593 | — | 619,920 | 250,117 | 612,219 | 384,270 | 2,646,119 | | Chris M. Navratil | 2025 | 400,000 | — | 200,036 | — | 264,110 | 146,745 | 1,010,891 | | Executive Vice President and | 2024 | 332,708 | — | 137,510 | — | 285,000 | 106,394 | 861,612 | | Chief Financial Officer | 2023 | 242,885 | — | 63,014 | 150,000 | 143,666 | 16,636 | 616,201 | | Julie A. Huber | 2025 | 387,882 | — | 207,711 | — | 282,405 | 130,706 | 1,008,704 | | Executive Vice President and | 2024 | 358,877 | — | 155,052 | — | 295,866 | 111,197 | 920,992 | | Chief Operating Officer | 2023 | 309,172 | — | 149,990 | — | 161,953 | 110,574 | 731,689 | | Gregory H. Kossover (4) | 2025 | 366,667 | — | 290,023 | — | 264,110 | 108,719 | 1,029,519 | | Executive Vice President and | | | | | | | | | | Director | | | | | | | | | | Richard A. Sems | 2025 | 631,330 | — | 335,023 | 91,355 | 543,649 | 227,416 | 1,828,773 | | Chief Executive Officer, | 2024 | 608,250 | — | 330,011 | — | 504,709 | 223,741 | 1,666,711 | | Equity Bank | 2023 | 377,308 | 250,000 | — | 500,000 | 407,448 | 54,310 | 1,589,066 |
SUMMARY COMPENSATION TABLE
| (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 December 31, 2025 for a discussion of the associated assumptions using in the valuation of restricted stock units. |
SUMMARY COMPENSATION TABLE
| (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 December 31, 2025 for a discussion of the associated assumptions used in the valuation of stock-option awards. |
SUMMARY COMPENSATION TABLE
| (3) See table below summarizing the components of ‘All Other Compensation.’ |
SUMMARY COMPENSATION TABLE
| (4) Mr. Kossover was not a NEO for the 2023 and 2024 reporting periods. |
SUMMARY COMPENSATION TABLE
| (5) For the performance shares granted to each of our NEOs payout at maximum performance level would result in compensation of $393,054 for Mr. Elliott, $150,028 for Mr. Navratil, $155,783 for Ms. Huber and $251,267 for Mr. Sems based on grant date fair vallue. Mr. Kossover did not receive any performance based equity awards in 2025. |
GRANTS OF PLAN-BASED AWARDS TABLE
GRANTS OF PLAN-BASED AWARDS TABLE The following table shows the plan-based awards granted during the year ended December 31, 2025 to each of our named executive officers:
GRANTS OF PLAN-BASED AWARDS TABLE
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan | | | Estimated Future Payouts Under Equity Incentive Plan | | | | | | Name and Principal Position | Award Description | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | All Other Stock Awards (#) | Grant Date Fair Value ($) | | Brad S. Elliott | EIP | | 372,039 | 647,024 | 922,008 | | | | | | | Chief Executive Officer and | RSU | 1/31/2025 | | | | 3,005 | 6,010 | 9,015 | 3,190 | 401,120 | | Chairman of the Board | PSU(1) | 1/31/2025 | | | | 1,502 | 3,005 | 4,507 | | 131,018 | | | PSU(2) | 1/31/2025 | | | | 1,503 | 3,005 | 4,508 | | 131,018 | | | Options | 1/31/2025 | | | | | | | 15,167 | 281,500 | | Chris M. Navratil | EIP | | 115,000 | 200,000 | 285,000 | | | | | | | Executive Vice President and | RSU | 1/31/2025 | | | | 1,147 | 2,294 | 3,441 | | 100,018 | | Chief Financial Officer | PSU(1) | 1/31/2025 | | | | 573 | 1,147 | 1,720 | | 50,009 | | | PSU(2) | 1/31/2025 | | | | 574 | 1,147 | 1,721 | | 50,009 | | Julie A. Huber | EIP | | 122,966 | 213,854 | 304,742 | | | | | | | Executive Vice President and | RSU | 1/31/2025 | | | | 1,191 | 2,382 | 3,573 | | 103,855 | | Chief Operating Officer | PSU(1) | 1/31/2025 | | | | 595 | 1,191 | 1,786 | | 51,928 | | | PSU(2) | 1/31/2025 | | | | 596 | 1,191 | 1,787 | | 51,928 | | Gregory H. Kossover | EIP | | 115,000 | 200,000 | 285,000 | | | | | | | Executive Vice President and | RSU | 2/7/2025 | | | | | | | 5,654 | 250,020 | | Director | RSA | 5/1/2025 | | | | | | | 1,035 | 40,003 | | Richard A. Sems | EIP | | 236,718 | 411,684 | 586,650 | | | | | | | Chief Executive Officer, | RSU | 1/31/2025 | | | | 1,921 | 3,842 | 5,763 | | 167,511 | | Equity Bank | PSU(1) | 1/31/2025 | | | | 960 | 1,921 | 2,881 | | 83,756 | | | PSU(2) | 1/31/2025 | | | | 961 | 1,921 | 2,882 | | 83,756 | | | Options | 1/31/2025 | | | | | | | 4,773 | 91,355 |
GRANTS OF PLAN-BASED AWARDS TABLE
| (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. |
GRANTS OF PLAN-BASED AWARDS TABLE
| (2) The PSUs vest on the third anniversary of the grant date subject to meeting the Total Stockholder Return performance criteria as described in detail in the Compensation Discussion and Analysis section of this document. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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 December 31, 2025:
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | Name and Principal Position | Securities Underlying Unexercised Options, Exercisable (#) | Securities Underlying Unexercised Options, Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Shares or Units of Stock That Have Not Vested (#) | Market Value ($)(15) | | Brad S. Elliott | 16,853 | — | $33.50 | 2/17/2027 | | | | Chief Executive Officer and | 34,177 | — | $32.29 | 2/12/2029 | | | | Chairman of the Board | 4,163 | — | $22.08 | 1/29/2031 | | | | | 21,807 | — | $31.64 | 1/28/2032 | | | | | 16,976 | 5,659(1) | $28.80 | 1/30/2033 | | | | | 9,264 | 9,263(2) | $32.85 | 1/31/2034 | | | | | 3,792 | 11,375(3) | $43.60 | 1/31/2035 | | | | | | | | | 3,949(7) | 176,323 | | | | | | | 8,591(8) | 383,588 | | | | | | | 7,082(9) | 316,211 | | | | | | | 7,730(10) | 345,145 | | | | | | | 8,402(11) | 375,149 | | | | | | | 6,010(12) | 268,347 | | Chris M. Navratil | 8,057 | 5,372(4) | 26.52 | 8/10/2033 | | | | Executive Vice President and | | | | | 365(7) | 16,297 | | Chief Financial Officer | | | | | 1,094(8) | 48,847 | | | | | | | 1,395(9) | 62,287 | | | | | | | 2,093(10) | 93,452 | | | | | | | 2,294(11) | 102,427 | | | | | | | 2,294(12) | 102,427 | | Julie A. Huber | 7,500 | — | 33.15 | 1/30/2027 | | | | Executive Vice President and | | | | | 868(7) | 38,756 | | Chief Operating Officer | | | | | 2,604(8) | 116,269 | | | | | | | 1,573(9) | 70,234 | | | | | | | 2,360(10) | 105,374 | | | | | | | 2,382(11) | 106,356 | | | | | | | 2,382(12) | 106,356 | | Gregory H. Kossover | 1,592 | — | 35.06 | 12/28/2027 | | | | Executive Vice President and | 2,811 | — | 33.49 | 5/1/2034 | | | | Director | | | | | 1,035(13) | 46,213 | | | | | | | 5,654(14) | 252,451 | | Richard A. Sems | 22,548 | 33,822(5) | 21.84 | 5/15/2033 | | | | Chief Executive Officer, | 1,193 | 3,580(6) | 44.65 | 2/11/2035 | | | | Equity Bank | | | | | 3,349(9) | 149,533 | | | | | | | 5,023(10) | 224,277 | | | | | | | 3,842(11) | 171,545 | | | | | | | 3,842(12) | 171,545 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Represents time-vested options granted on January 30, 2023. A portion of the options vested at grant. The remaining options vest in three equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Represents time-vested options granted on January 31, 2024. A portion of the options vested at grant. The remaining options vest in three equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Represents time-vested options granted on January 31, 2025. A portion of the options vested at grant. The remaining options vest in three equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) Represents time-vested options granted on August 10, 2023. A portion of the options vested at grant. The remaining options vest in four equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Represents time-vested options granted on May 15, 2023. The options vest in five equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Represents time-vested options granted on February 11, 2025. A portion of the options vested at grant. The remaining options vest in three equal installments on the anniversary of the grant date, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) Represents TRSUs granted on January 30, 2023. The units vest in three equal annual installments beginning on January 30, 2024, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (8) Represents PRSUs granted on January 30, 2023. Cliff vesting of these units will occur on the later of the third anniversary date or the date at which sufficient data is available to determine vesting criteria are met. If vesting criteria are not met, the units will be forfeited. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (9) Represents TRSUs granted on January 31, 2024. The units vest in three equal annual installments beginning on January 31, 2025, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (10) Represents PRSUs granted on January 31, 2024. Cliff vesting of these units will occur on the later of the third anniversary date or the date at which sufficient data is available to determine vesting criteria are met. If vesting criteria are not met, the units will be forfeited. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (11) Represents TRSUs granted on January 31, 2025. The units vest in three equal annual installments beginning on January 31, 2026, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (12) Represents PRSUs granted on January 31, 2025. Cliff vesting of these units will occur on the later of the third anniversary date or the date at which sufficient data is available to determine vesting criteria are met. If vesting criteria are not met, the units will be forfeited. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (13) Represents restricted stock awards granted on May 1, 2025. The award vests on the anniversary date of the grant. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (14) Represents TRSUs granted on February 7, 2025. The units vest in five equal installments beginning on February 7, 2026, subject to the continued employment of the executive. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (15) Market values based on the Company’s closing stock price of $44.65 as of December 31, 2025. |
OPTION EXERCISES AND STOCK VESTED SUMMARY TABLE
OPTION EXERCISES AND STOCK VESTED SUMMARY TABLE The following table provides information about shares received upon vesting of restricted shares and exercise of options during the year ended December 31, 2025:
OPTION EXERCISES AND STOCK VESTED SUMMARY TABLE
| Name | Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Shares Received Upon Vesting (#) | Value Realized on Vesting ($) | | Brad S. Elliott | — | — | 22,907 | 988,020 | | Chris M. Navratil | — | — | 2,925 | 126,131 | | Julie A. Huber | — | — | 5,784 | 248,676 | | Gregory H. Kossover | — | — | — | — | | Richard A. Sems | — | — | 1,674 | 72,986 |
NON-QUALIFIED DEFERRED COMPENSATION TABLE
NON-QUALIFIED DEFERRED COMPENSATION TABLE This table provides information about the NEOs’ earnings and balances under our SERP during the year ended December 31, 2025:
NON-QUALIFIED DEFERRED COMPENSATION TABLE
| Name | Company Contributions in 2025 ($) (1) | Aggregate Earnings in 2025 ($) (2) | Aggregate Balance at December 31, 2025 ($) | | Brad S. Elliott | 241,878 | 138,662 | 932,583 | | Chris M. Navratil | 120,000 | 25,904 | 235,796 | | Julie A. Huber | 113,250 | 52,646 | 381,876 | | Gregory H. Kossover | — | — | — | | Richard A. Sems | 182,700 | 58,445 | 433,291 |
NON-QUALIFIED DEFERRED COMPENSATION TABLE
| (1) These amounts are included in the Summary Compensation Table for fiscal year 2025. |
NON-QUALIFIED DEFERRED COMPENSATION TABLE
| (2) These amounts have not been reflected in the Summary Compensation Table for fiscal year 2025. |
NON-QUALIFIED DEFERRED COMPENSATION TABLE
The SERP is unfunded and unsecured. 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).
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR 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:
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| 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-3 under the Exchange Act) of the Company or Equity Bank (“Bank”) securities possessing 50% or more of: |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| • | the then outstanding shares of the Company or the Bank; |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| • | the combined voting power of the Company’s or the Bank’s then outstanding securities; or |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| • | the fair market value of all of the Company’s or the Bank’s the outstanding securities. |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
Provided the person, entity or group did not previously own 50% or more of the applicable metric above.
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| 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 |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| 3. | The consummation of a merger or consolidation of the Company or the Bank with any other entity other than: |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| • | 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 |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| • | 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. |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| 4. | Any sale of all, or substantially all, of the assets of the Company or the Bank. |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
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. In the event of termination within 24 months following a change of control, each of the agreements includes a continuation multiple which is used to calculate potential payments as follows:
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| Name and Principal Position | Continuation Multiple | | Brad S. Elliott | 2.99 | | Chris M. Navratil | 2.99 | | Julie A. Huber | 2.99 | | Gregory H. Kossover | — | | Richard A. Sems | 2.99 |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
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. The agreements also include a provision that limits change-in-control payments 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 December 31, 2025:
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| Name and Principal Position | Benefit | Term Without Cause / Good Reason | Change in Control (3) | Death or Disability | | Brad S. Elliott | Compensation Continuation | $857,955 | $5,120,142 | $— | | Chief Executive Officer and | Equity Award Vesting (1,2) | 1,864,763 | 1,864,763 | 1,864,763 | | Chairman of the Board | | | | | | Chris M. Navratil | Compensation Continuation | 400,000 | 1,985,689 | — | | Executive Vice President and | Equity Award Vesting (1,2) | 425,738 | 425,738 | 425,738 | | Chief Financial Officer | | | | | | Julie A. Huber | Compensation Continuation | 387,882 | 2,004,158 | — | | Executive Vice President, | Equity Award Vesting (1,2) | 543,346 | 543,346 | 543,346 | | Chief Operating Officer | | | | | | Gregory H. Kossover | Compensation Continuation | $— | $— | $— | | Executive Vice President and | Equity Award Vesting (1,2) | 298,664 | 298,664 | 298,664 | | Director | | | | | | Richard A. Sems | Compensation Continuation | 631,330 | 3,513,187 | — | | Chief Executive Officer, Equity Bank | Equity Award Vesting (1,2) | 716,900 | 716,900 | 716,900 |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| (1) Equity awards are subject to pro-rata vesting 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. |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| (2) All values are based on the market price of the Company’s stock as of December 31, 2025, or $44.65. |
POTENTIAL PAYMENTS AS A RESULT OF TERMINATION OR CHANGE-IN-CONTROL
| (3) Each of the employee agreements include a provision that limits change-in-control payments 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. |
Relationships Between Compensation Actually Paid and Financial Performance Measures
Relationships Between Compensation Actually Paid and Financial Performance Measures For each of the past five years, below is a depiction of the relationship between the compensation actually paid to our Named Executive Officers and adjusted operating income, net income and total shareholder return. Peer information is included on the total shareholder return chart for reference:
Relationships Between Compensation Actually Paid and Financial Performance Measures
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