UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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☐ | | | Soliciting Material Pursuant to §240.14A-12 |
BANK7 CORP.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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April 11, 20195, 2024
Dear Fellow Shareholder:
We invite you to attend our 20192024 Annual Meeting of Shareholders of Bank7 Corp. to be held at The Renaissance Waterford Oklahoma City Hotel, 6300 Waterford Blvd.,the Bank7 corporate offices located at 1039 N.W. 63rd Street, Oklahoma City, Oklahoma 7311873116 on May 14, 201915, 2024 at 10:0011:30 a.m., Central Time.
The Notice of the Annual Meeting and Proxy Statement accompanying this letter provide information concerning matters to be considered and acted upon at the meeting.Annual Meeting. Immediately following the meeting,Annual Meeting, a report on our operations will be presented, including a question-and-answer and discussion period. Our 20182023 results are presented in detail in our Annual Report.
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly submitting your vote by the Internet, by telephone or, if you request a paper copy of the proxy materials and receive a proxy card, by mail.
Thank you for investing in Bank7 Corp. We look forward to seeing you May 14th.15th.
Sincerely,
  Chairman of the Board  Director, President and Chief Executive Officer | |
 | |
BANK7 CORP.
NOTICE OF ANNUAL MEETING
The Annual Meeting of Shareholders of Bank7 Corp. (the “Company,” “we,” “our,” or “us”) will be held at The Renaissance Waterford Oklahoma City Hotel, 6300 Waterford Blvd.,the Bank7 corporate offices located at 1039 N.W. 63rd Street, Oklahoma City, Oklahoma 7311873116 on May 14, 201915, 2024 at 10:0011:30 a.m., Central Time.
The Annual Meeting is for the purpose of considering and acting upon:
| 1. | The election of |
| 2. | The ratification of the appointment of |
| 3. | Advisory vote on executive compensation; |
| 4 | Advisory vote on the frequency of future advisory votes on executive compensation; and |
| 5. | The transaction of such other matters that properly come before the Annual Meeting or any adjournments thereof. |
The board of directors has fixed the close of business on March 28, 201920, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
 John T. Phillips Director, Senior Executive Vice President, Chief  | |
| Operating Officer and Secretary |
April 11, 20195, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2024
The Notice and Proxy Statement and Annual Report on Form 10-K are available at www.proxyvote.com.
IMPORTANT VOTING INFORMATION
If you are a beneficial owner whose shares are held of record by a broker, you must instruct the broker how to vote your shares. If you do not provide voting instructions, your shares will not be voted on any proposal on which the broker does not have discretionary authority to vote. This is called a “broker non-vote.” In these cases, the broker can register your shares as being present at the Annual Meeting for purposes of determining the presence of a quorum, but will not be able to vote on those matters for which specific authorization is required under the rules of the NASDAQ.
If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority under NASDAQ rules to vote your shares on the ratification of the appointment of BKDFORVIS, LLP as independent registered public accounting firm for the year 20192024 (Proposal 2), even if the broker does not receive voting instructions from you. However, your broker does not have discretionary authority to vote on the election of directors (Proposal 1), for the advisory vote on executive compensation (Proposal 3), or for the advisory vote on the frequency of future advisory votes on executive compensation (Proposal 4) without instructions from you. Therefore, if you are a beneficial owner and do not provide your broker with instructions on those matters, a broker non-vote will occur and your shares will not be voted on that matter.those matters. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares.
INTERNET AVAILABILITY OF PROXY MATERIALS
We are making our proxy materials available by the Internet to expedite your receipt of these materials, reduce the cost of printing and distributing the proxy materials and lower the cost and environmental impact of our Annual Meeting. Beginning on April 5, 2024, we mailed or e-mailed to some of you a “Notice of Internet Availability of Proxy Materials” with instructions on how to access our proxy materials over the Internet (or, at your preference, on how to request paper copies of the materials) and how to vote. If you received a notice and would prefer to receive paper copies of the proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.
MORE INFORMATION IS AVAILABLE
If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (“SEC”) also has a website (www.sec.gov/(www.sec.gov/spotlight/proxymatters.shtml)proxymatters.shtml) with more information about your rights as a shareholder.
Additionally, you may contact our Investor Relations Department at investorrelations@bank7.com.
PROXY STATEMENT
| Q: | What am I voting on? |
| A: | You are voting on: |
The election of the following three directors as Class Ieight directors: Bobby J. Alexander,William M. Buergler, Teresa L. “Tracy” Dick, Edward P. “Ed” Gray, William B. “Brad” Haines, John T. “J.T.” Phillips, J. Michael Sanner, and Thomas L. “Tom” Travis, and Gary D. Whitcomb, each for a three-year term;one-year term or until his or her successor is elected and
qualified (Proposal 1);
A proposal to ratify the appointment of BKDFORVIS, LLP as the independent registered public accounting firm for the year 2019.
2024 (Proposal 2);
The approval, on an advisory and non-binding basis, of the compensation paid to our named executive officers named in this proxy statement (Proposal 3); and
Your preference, on an advisory and non-binding basis, as to how frequently we should seek future say-on-pay advisory votes on the compensation of our named executive officers. You may indicate whether future advisory votes on executive compensation should occur every one, two or three years (Proposal 4).
| Q: | Who is entitled to vote at the Annual Meeting? |
| A: | Holders of the common stock of Bank7 Corp. (the “Company,” “we,” “our,” or “us”) as of the close of business on March |
| Q: | Why did I receive a notice in the mail regarding the Internet availability of proxy materials (the “Notice”) instead of a full set of proxy materials? |
| A: | In accordance with Securities and Exchange Commission (“SEC”) rules, we are providing access to our proxy materials over the Internet. As a result, we have sent to most of our shareholders a Notice instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials over the Internet and how to request a paper copy. In addition, shareholders may request to receive future proxy materials in printed form by mail or electronically by e-mail. A shareholder’s election to receive proxy materials by mail or e-mail will remain in effect until the shareholder terminates or changes it. |
| Q: | How do I vote? |
| A: | You may vote by following any of the following methods. |
Internet. Vote on the Internet at www.proxyvote.com by following the online instructions. Shareholders submitting proxies or voting instructions via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that will be borne by the shareholder. If you have Internet access, we encourage you to record your vote on the Internet. The deadline for voting through the Internet is 11:59 p.m. Eastern Time on May 14, 2024.
Telephone. Vote by telephone by calling1-800-690-6903andcalling 1-800-690-6903 and follow the instructions provided by the recorded message. The deadline for voting by telephone is 11:59 p.m. Eastern Time on May 13, 2019.
14, 2024.
Mail. If you requested to receive a paper copy of the proxy materials, you may vote by completing, signing, and dating the proxy card and returning it in the enclosed, postage-paid envelope. If you return your signed proxy card but do not indicate your voting preference, your card will be voted (i) in favor of the election of all three directors, andeight director nominees, (ii) for the proposal to ratify the appointment of BKD LLP.
FORVIS, LLP, (iii) for the approval of the compensation of our named executive officers as disclosed in this proxy statement; and (iv) for “1 Year” in respect of the frequency we should seek future say-on-pay advisory votes on the compensation of our named executive officers.
Meeting. You may attend and vote at the Annual Meeting. You have the right to revoke your proxy any time before the Annual Meeting, and shareholders who attend the meeting may withdraw their proxies and vote in person if they wish. If you are a beneficial owner whose shares are held of record by a broker, you must obtain a legal proxy to vote those shares in order to attend the meeting.
| Q: | Who will count the votes? |
| A: | Broadridge Corporate Solutions, Inc., our transfer agent, will tabulate the votes. |
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| Q: | What should I do if I receive more than one proxy card? |
| A: | If you receive more than one Notice or proxy card, it indicates that you own shares in more than one account or that your shares are registered in more than one name. You should vote the shares represented by all Notices or proxy cards you receive. |
| Q: | What constitutes a quorum at the Annual Meeting? |
| A: | On the Record Date there were |
| Q: | Who may attend the Annual Meeting? |
| A: | All shareholders of record as of the Record Date may attend, although seating is limited. If you are a beneficial owner whose shares are held of record by a broker, you must obtain a legal proxy to vote those shares from your broker to attend the meeting. |
| Q: | What percentage of our stock did our directors and executive officers own on the Record Date? |
| A: | Together, they owned approximately |
| Q: | Who pays for this proxy solicitation and how will solicitation occur? |
| A: | Our board of directors is soliciting this proxy, and we will pay the cost of the solicitation. In addition to the use of the mail, our employees may solicit proxies personally or by telephone, fax, or electronic mail, without additional compensation. Banks, brokerage houses, and other nominees and fiduciaries are requested to forward the proxy material to beneficial owners of our stock and to obtain authorization to execute proxies on behalf of the beneficial owners. Upon request, we will reimburse these parties for their reasonable expenses in forwarding proxy material to beneficial owners. |
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Our shareholders will be asked to consider eight nominees for election to our board of directors is classified into the following three classes, with members of each class serving a three-year term: (i) Class I, which consists of three directors electedto serve for a one-year term expiring atuntil the annual meeting of shareholders in 2025. At each annual shareholders’ meeting, to be held in 2019; (ii) Class II, which consists of three directors elected for a term expiring at the annual shareholders’ meeting to be held in 2020; and (iii) Class III, which consists of three directors elected for a term expiring at the annual shareholders’ meeting to be held in 2021. At each succeeding annual shareholders’ meeting, commencing with the annual shareholders’ meeting to be held in 2019, directors elected to succeed those directors whose terms then expire will be elected for a term of office to expire at the thirdfirst succeeding annual shareholders’ meeting after their election. Our directors hold office until their successors are elected and qualified, or until such director’s earlier death, resignation or removal.
Our board of directors has nominated for election ThomasWilliam M. Buergler, Teresa L. Travis, Bobby J. Alexander, and“Tracy” Dick, Edward P. “Ed” Gray, William B. “Brad” Haines, John T. “J.T.” Phillips, J. Michael Sanner, Thomas L. “Tom” Travis, and Gary D. Whitcomb, all of whom currently are Class I directors.
directors, each to serve for a term of one year or until his or her successor is elected and qualified.
Each nominee must be elected by a plurality of shares voted in this election. The individuals named as proxies on your proxy card will vote for the election of each nominee unless you withhold authorization. Abstentions and broker non-votes will not have any effect on this proposal.
Each nominee has agreed to serve for a three-yearone-year term, if elected. If any nominee is unable to stand for election at this Annual Meeting, the Board may either (i) reduce its size or (ii) nominate an alternate candidate, in which case the proxies will be voted for the alternate candidate.
Your Board unanimously recommends a vote “FOR” these directors.
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Following are brief descriptions of the business experience of our directors, including our Class I directors standing for election at the 2019 Annual Meeting.director nominees.
William M. Buergler | | | Director Since 2018 |
Mr. Alexander,Buergler, age 64,51, has served on the board of directors of the Company since September 2019. Mr. Buergler has over two decades of accounting and tax experience. He is currently a Partner of MAP Energy, one of the largest privately-owned oil and gas mineral companies in the United States. From August 2017 to June 2021, Mr. Buergler served as the Senior Vice President and Chief Accounting Officer of Chesapeake Energy Corporation, or Chesapeake, where he began working in July 2014 as Vice President − Tax. On June 28, 2020, Chesapeake filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code. Effective February 9, 2021, Chesapeake obtained approval from the bankruptcy court to emerge bankruptcy protection, after which, Mr. Buergler maintained his position as Chief Accounting Officer. Before joining Chesapeake, Mr. Buergler worked for two public accounting firms: Ernst & Young LLP, where he served as a Partner from 2009 to 2014 and as a Senior Manager from 2002 to 2008; and Arthur Andersen LLP, where he served from 1996 to 2002. From 2016 to 2018, Mr. Buergler served on the board of directors of the Regional Food Bank since 2004of Oklahoma. Mr. Buergler holds B.S. and was appointedM.S. degrees in Accounting from Oklahoma State University. Mr. Buergler’s tax and accounting acumen and his leadership experience, both in the workplace and the community, qualify him to serve on our board of directors.
Teresa L. “Tracy” Dick | | | Director Since 2021 |
Ms. Dick, age 54, has served on the board of directors in 2018. Mr. Alexandersince March 2021. Ms. Dick has served as Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc., an independent oil and natural gas company (“Diamondback”) since February 2019. Prior to her current position with Diamondback, she served as Diamondback’s Executive Vice President and Chief Financial Officer from January 2017 to February 2019, Senior Vice President and Chief Financial Officer from November 2009 to January 2017, and Corporate Controller since joining Diamondback in November 2007. Before joining Diamondback, Ms. Dick held a key management position as the Controller/Tax Director at Hiland Partners, a publicly-traded midstream energy master limited partnership. Ms. Dick has over two decades of accounting experience, including public company experience in both audit and tax areas. Ms. Dick received her Bachelor of Business Administration degree in Accounting from the University of Northern Colorado. Ms. Dick is a certified public accountant and a member of the American Institute of CPAs and the Council of Petroleum Accountants Societies. Ms. Dick’s tax and accounting experience and her experience as Chief Financial Officer and Chief Accounting Officer of a public company qualify her to serve on our board of directors.
Edward P. “Ed” Gray | | | Director Since 2022 |
Mr. Gray, age 61, has served on the board of directors of the Company since February 2022. Mr. Gray has over 30 years of experience in the healthcare industry with an emphasis on finance. He was the President and Chief Executive Officer of Healthcare Partners Investments LLC for over 12 years and currently serves as the Managing Director for Roaring Fork Capital, LLC, which focuses on the management of real estate and healthcare investments. Mr. Gray holds a B.B.A. in Operations Management and Marketing from the Wharton School of Business at Power Rig, LLC, an oilthe University of Pennsylvania and gas drilling company, since 2007 when he founded the company. In addition,a M.S. in Leadership Studies and Business Ethics from Duquesne University. Mr. Alexander has served as Oklahoma Transportation Commissioner for District Six, a nine-county area in northwestern Oklahoma since 2011. He has held various executive management positions at one public company and several private companies. In 2013, he was named Citizen of the Year by the Woodward Chamber of Commerce. Mr. Alexander holds an Associate’s degree in Petroleum Technology from Kilgore College in Texas. Mr. AlexanderGray was selected to serve on our board of directors because of his operatingfinancial and managementinvestment experience, as well as his strong leadership background.
William B. “Brad” Haines | | | Director Since 2004 |
Mr. Haines, age 74, is the founder of the Company and has served as the Chairman of the board of directors of the Company since its inception in a range2004 and the board of energy relateddirectors of the Bank since the Company acquired it in 2004. Mr. Haines served as Chief Executive Officer of the Bank from 2004 until 2014 and has owned and operated various private companies combined with his active role in the community.construction, real estate, ranching, aerospace, aviation, energy and finance industries. He is the owner and chief executive officer of Haines Capital Group, L.L.C., a family office that he founded in 1999 that holds a variety of investments, including, but not limited to, real estate, aviation, and energy. Mr. Haines’ long-term presence on our board of directors, his reputable position in the community and his extensive experience managing businesses qualify him to serve on our board of directors and as Chairman of the Board.
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John T. “J.T.” Phillips | | | Director Since 2004 |
Mr. Phillips, age 54, has served on the board of directors of each of the Company and Bank since 2004 and actively participates in the execution of our business strategy. Mr. Phillips has served as Senior Executive Vice President and Chief Operating Officer of the Bank since 2015 and as Secretary of the Company since 2004. He served as President of the Company from 2004 to 2018 and as Chief Financial Officer of the Bank from 2004 to 2015. He was appointed as Senior Executive Vice President and Chief Operating Officer of the Company in 2018. Additionally, Mr. Phillips has served as the Chief Financial Officer of Haines Capital Group since 2003 and as an executive and director of various construction, real estate, ranching, aerospace, aviation, energy and finance companies. Mr. Phillips holds a B.S. in Finance/Accounting from Southwestern Oklahoma State University. Mr. Phillips’ leadership experience and understanding of finance and accounting qualify him to serve on our board of directors.
J. Michael Sanner | | | Director Since 2018 |
Mr. Sanner, age 66,71, began his career at the accounting firm of Arthur Andersen LLP after graduating from the University of Pennsylvania with his MBA and has over 3738 years of experience providing assurance services to both public and private companies, primarily in the energy sector. Prior to his retirement in June 2013, Mr. Sanner served as Assurance Partner at Ernst & Young LLP. Mr. Sanner currently serves as a member of the Oklahoma Accountancy Board and has been involved in numerous civic, professional and charitable organizations. Since September 2017, Mr. Sanner has also been a member of the boards of directors of OGE Energy Corp. and its wholly-owned subsidiary, Oklahoma Gas & Electric Company, since September 2017, serving on thewhere he currently serves as chair of audit committee and a member of the nominating and corporate governance committee. Mr. Sanner was selected to serve on our board of directors because of extensive accounting and auditing experience and his active role in the community.
Thomas L. “Tom” Travis | | | Director Since 2018 |
Mr. Travis, age 61, 66, has served on the board of directors of the Company since 2018 and the board of directors of the Bank since 2014. He has servedcurrently serves as the Vice Chairman and Chief Executive Officer of the Bank and President and Chief Executive Officer of the Bank since 2014, and he was appointedCompany. He previously served as President and Chief Executive Officer of the Company in 2018.Bank from 2014 to 2022. Mr. Travis has over 3536 years of experience in the Texas and Oklahoma banking communities. His banking experience includes managing the commercial banking function, insurance agency and swap desk and co-managing a multi-billion dollar mortgage-backed securities portfolio, as well as negotiating, closing and integrating eight merger transactions. Prior to joining the Bank, Mr. Travis worked from 1991 to 2014 at IBC Bank, a Texas-based financial institution, where he served in various roles, including President of IBC Bank San Antonio and IBC Bank Oklahoma. Mr. Travis has extensive knowledge and experience running a large commercial bank. His community involvement includes having served in Texas and Oklahoma in various civic, business and philanthropic organizations, including as a United Way Trustee, Trustee of Southwest Research Institute, board member of the San Antonio Chamber of Commerce, Oklahoma City Chamber of Commerce, Oklahoma State Chamber of Commerce, Oklahoma Business Roundtable, Paseo Del Rio Association and many others. Mr. Travis holds a General Business degree from Schreiner University in Kerrville, Texas. Mr. Travis’ many years of banking experience provide invaluable leadership and insight to the board of directors, beginning with the establishment of our strategic direction all the way through the oversight of our execution in all major areas, which qualify him to serve on our board of directors
directors.
directors.
Gary D. Whitcomb | | | Director Since 2018 |
Mr. Whitcomb, age 72, 77, has served on the board of directors of the Bank since 2010 and was appointed to our board of directors in 2018. Mr. Whitcomb has over 30 years of experience as a real estate broker and real estate investor. He has owned and operated Whitcomb Real Estate Sales & Consulting, selling real estate and investment properties, since 1986. Before beginning his real estate career, Mr. Whitcomb served as a First Lieutenant in the U.S. Air Force. Mr. Whitcomb has served as the Mayor and City Commissioner of Woodward, Oklahoma, and has also served on the board of directors of the Woodward Industrial Foundation, United Way, and Kid’s Inc. Mr. Whitcomb holds a B.S. in Business Administration from the University of Oklahoma with an emphasis in finance, accounting and economics. Mr. Whitcomb was selected to serve on our board of directors because of his leadership expertise and his knowledge of the real estate markets in which we operate.
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The affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of FORVIS, LLP as our independent registered public accounting firm for 2024. Abstentions and broker non-votes will not be taken into account when determining the outcome of this proposal. If the appointment is not ratified by shareholders holding a majority of our issued and outstanding common stock, the vote will be considered in connection with the auditor appointment for 2025. However, it is not anticipated that any change in our independent registered public accounting firm would be made for 2024 because of his experiencethe difficulty and expense of making another change so long after the beginning of the year.
Our board of directors unanimously recommends that you vote “FOR” the ratification of FORVIS, LLP as our independent registered public accounting firm for 2024.
A representative of FORVIS, LLP, our independent certified public accounting firm, is expected to be present at the Annual Meeting to respond to shareholders’ questions and will have the opportunity to make a statement.
The following table presents the aggregate fees paid or accrued by the Company to its independent registered public accounting firms FORVIS, LLP for the year ended December 31, 2022 and 2023
Fee Category | | | 2023 | | | 2022 |
Audit Fees | | | $391,970 | | | $309,134 |
Audit - Related Fees | | | — | | | $3,640(1) |
Tax Fees | | | — | | | — |
All Other Fees | | | — | | | — |
Total | | | $391,970 | | | $312,774 |
| (1) | Audit-related fees paid in connection with the secondary offering of shares by the Haines Family Trusts. |
Audit Fees. Consists of fees and expenses for professional services rendered for the audit of our consolidated financial statements, for review of financial statements included in our quarterly reports on Form 10-Q, and for other services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings or engagements.
Audit-Related Fees. Consists of aggregate fees and expenses for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees.”
Tax Fees. Consists of aggregate fees billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees. Consists of aggregate fees billed for products and services that are not reported under “Audit Fees,” Audit-Related Fees,” and “Tax Fees.”
The Audit Committee is required by SEC regulations to preapprove all auditing services and permitted non-audit services provided by our independent registered public accounting firm. There is an exception for preapproval of non-audit services if the aggregate amount of all such non-audit services provided to us constitutes not more than five percent of the total amount of revenues paid by it to its independent registered public accounting firm during the fiscal year in which the non-audit services are provided; such services were not recognized by us at the time of the engagement to be non-audit services; and the non-audit services are promptly brought to the attention of the committee and approved prior to the completion of the audit by the committee or by one or more members of the committee to whom authority to grant such approval has been delegated by the committee. All audit services and permitted non-audit services to be performed by our independent auditor have been preapproved by the Audit Committee as required by SEC regulations and the Audit Committee’s charter without exception.
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As required by SEC rules, we are seeking an advisory vote from our shareholders to approve the compensation of our named executive officers, as set forth below.
We are asking for shareholder approval of the compensation of our named executive officers as disclosed in this proxy statement, which disclosures include the compensation tables and the narrative discussion accompanying the compensation tables. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.
Our executive compensation and benefit programs are designed to attract, motivate and retain a talented management team and to appropriately reward individual contributions to the achievement of our strategic goals. The Board believes this approach establishes a solid alignment of our executives’ and shareholders’ interests.
Approval of this advisory vote requires the affirmative vote of the majority the votes cast at the Annual Meeting. Abstentions and broker non-votes will not be taken into account when determining the outcome of this proposal. The Board welcomes our shareholders’ views on this subject and will carefully consider the outcome of this vote. However, as an advisory vote, the outcome is not binding on us or the Board.
The Board unanimously recommends a vote “For” the approval of the compensation of our named executive officers as disclosed in this proxy statement.
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PROPOSAL NUMBER 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, and Rule 14a-21 promulgated thereunder, we are also including in this proxy statement a separate proposal to enable our shareholders to vote, on an advisory and non-binding basis, for their preference as to how frequently we should seek future say-on-pay advisory votes on the compensation of our named executive officers. Shareholders may indicate whether future advisory votes on executive compensation should occur every one, two or three years.
This advisory vote on the frequency of future say-on-pay votes must be provided to shareholders at least once every six years. Prior to 2024, we were an “Emerging Growth Company” as defined in Section 2(a)(19) of the Securities Act of 1933, as amended, and were not required to hold advisory votes on the compensation of our named executive officers. We are holding our initial advisory vote on the compensation of our named executive officers this year and also holding our initial advisory vote on the frequency of future advisory votes on the compensation of our named executive officers.
Our Board believes that a frequency of every “1 year” for the advisory vote on executive compensation is the most appropriate policy for our company. Our Board believes that an annual advisory vote on executive compensation will allow our shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies and practices, as disclosed in the banking industry, knowledgeproxy statement each year.
Shareholders will be able to specify one of corporate governance mattersfour choices for this proposal on the proxy card: one year, two years, three years, or abstaining. Shareholders will not be voting to approve or disapprove our Board’s recommendation. Abstentions and his distinguished career.broker non-votes will not be considered when determining the outcome of this proposal.
The option of one year, two years or three years that receives the greatest number of votes will be considered the preferred option of shareholders. Although this advisory vote on the frequency of the say-on-pay vote is non-binding, our Board will consider the outcome of the vote when considering the frequency of future advisory votes on executive compensation.
The Board unanimously recommends that you vote to conduct future advisory votes on named executive officer compensation every year.
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The following paragraph contains certain information about our executive officers other than William B. Haines, Thomas L. Travis and John T. Phillips, whose biographical information is included under the heading “Directors” above.
Jason E. EstesKelly J. Harris, age 39, joined45, currently services as a director, President and Chief Credit Officer of the Bank in 2012, initially as Controller and then asExecutive Vice President and Chief Financial Officer beginning in 2015. He was appointed as Senior Vice President and Chief FinancialCredit Officer of the CompanyCompany. He joined the bank in 2018. Prior to joining the Bank, Mr. Harris worked in the tax and audit departments at Cole & Reed P.C. Mr. Harris is involved in the local community and serves2016, initially as the Treasurer of Health Alliance for the Uninsured. Mr. Harris is a licensed Certified Public Accountant and a member of the AICPA and the Oklahoma Society of CPAs. Mr. Harris holds a B.S. in Accounting from the University of Central Oklahoma and a B.A. in Sociology from the University of Oklahoma.
Douglas A. Haines, age 62, 67, has served as a director and Regional President for Western Oklahoma and Kansas of the Bank since 2016. Prior to joining the Bank, he spent 12 years as Chief Financial Officer and Assistant City Manager for the City of Woodward, Oklahoma, managing its finances and assisting with oversight of all departments. Mr. Haines has served on a number of local and state boards, including as president of the City Management Association of Oklahoma. In addition, he was appointed to serve on a special task force by Governor Mary Fallin, and he shared the honor as co-recipient for the Oklahoma Public Official of the Year in 2005. Mr. Haines holds a B.S. in Business Administration from Southern Nazarene University with a minor in Accounting. Mr. Haines was selected to serve on the board of directors of the Bank because of his knowledge of the Western Oklahoma market and his diverse background in leading both private companies and a municipality.
Lisa K. Haines, age 48, 53, has served on the board of directors of each of the Company and the Bank since 2004. Ms. Haines has served as Senior Vice President and Chief Marketing Officer of the Bank since it was acquired by the Company in 2004. Ms. Haines resigned from the board of directors of the Company in 2018 but continues to serve as director of the Bank. Before joining the Bank, Ms. Haines spent over 10 years working in sound mixing and sound engineering. Ms. Haines holds a B.A. in Journalism, Radio, TV, and Film from the University of Oklahoma. Ms. Haines was selected to serve on the board of directors of the Bank because of her leadership skills and marketing expertise.expertise.
Kelly J. Harris, age 44, joined the Bank in 2012, initially as Controller and then as Vice President and Chief Financial Officer beginning in 2015. He was appointed as Senior Vice President and Chief Financial Officer of the Company in 2018 and Executive Vice President and Chief Financial Officer in 2021. Prior to joining the Bank, Mr. Harris worked in the tax and audit departments at Cole & Reed P.C. Mr. Harris is involved in the local community and serves as the Vice President of Health Alliance for the Uninsured. Mr. Harris is a licensed Certified Public Accountant and a member of the AICPA and the Oklahoma Society of CPAs. Mr. Harris holds an M.B.A from Northwestern University J.L. Kellogg School of Management, a B.S. in Accounting from the University of Central Oklahoma, and a B.A. in Sociology from the University of Oklahoma.
Andrew J. Levinson, age 4045, joined the Bank in 2019 as Executive Vice President and Regional President of the Tulsa market. Mr. Levinson has 1718 years of experience in the banking industry. He began his career at Deloitte and Touche as an auditor in 2000 and then moved to Bank of America in 2003 and became a Vice President. In 2005 Mr. Levinson moved to IBC Bank as an officer and served in that capacity until June of 2014 when he was promoted to President of Tulsa Region for IBC Bank. Mr. Levinson held this position of President of the Tulsa Market of IBC Bank from 2014 until he joined the bank in 2019. Mr. Levinson has extensive ties to the Tulsa community being a third generation Tulsan. He currently serves on the Board of Directors forFor both the Tulsa Boys Home and The Children’s Hospital at Saint Francis. Mr. Levinson earned a B.B.A. degree in accounting from the University of Tulsa. Mr. Levinson was selected to serve on the board of directors of the Bank because of his banking experience and leadership skills.
Henry C. Litchfield, age 36, joined the Bank in 2014, initially as Loan Documentation Counsel and then as Vice President and Legal Counsel beginning in 2016. He was appointed as Vice President and General Counsel of the Company in 2019. Prior to joining the Bank, Mr. Litchfield served as Assistant General Counsel for the Oklahoma Tax Commission. Mr. Litchfield holds a J.D. magna cum laude from Tulane University Law School and B.A. in Economics from Sewanee: The University of the South.
Our Board conducts its business through meetings of the Board and of its committees. The Board met six8 times during 2018.2023. Each director in office on December 31, 2018 attended more than 75% of the total number of meetings held while such director was in office in 20182023 of the Board and the committees on which he or she served.
Our board of directors believes it is important for all directors to attend the Annual Meeting of shareholders in order to show their support for the Company and to provide an opportunity for shareholders to express any concerns to them. We have adopted a policy that all directors should attend each annual meeting of shareholders unless they are unable to attend by reason of personal or family illness or pressing matters.
All of the directors attended our 2023 Annual Meeting.
Corporate Governance Guidelines.Our board of directors has adopted Corporate Governance Guidelines that set forth the framework within which our board of directors, assisted by the committees of our board of directors, directs the affairs of our organization. The Corporate Governance Guidelines address, among other things, the composition and functions of our board of directors, director independence, compensation of directors, management succession and review, committees of our board of directors and selection of new directors.
Director Independence. Our common stock is listed on the NASDAQ Global Select Market. Accordingly, we are required to comply with the rules of the NASDAQ Stock Market with respect to the independence of directors who serve on our board of directors and its committees. Under the rules of the NASDAQ Stock Market, independent directors must comprise a majority of our board of directors. The rules of the NASDAQ Stock Market, as well as those of the SEC, also impose several other requirements with respect to the independence of our directors.
Our board of directors has evaluated the independence of its members based upon the rules of the NASDAQ Stock Market and the SEC. Applying these standards, our board of directors has affirmatively determined that each of Bobby J. Alexander, Charles W. Brown, William M. Buergler, Gary D. Whitcomb, Lonny D. Wilson and J. Michael Sanner, Teresa L. Dick, and Edward P. Gray is an independent director, as defined under the applicable rules. The board determined that each of Chairman Haines, Mr. Travis and Mr. Phillips does not qualify as an independent director because each is an executive officer of the Company. The board of directors has also determined that the members of the Audit Committee and Compensation Committee are independent under the heightened standards of independence required by Sections 5605(c)(2)5605I(2)(A) and 5605(d)(2)(A), respectively, of the NASDAQ rules. In making these determinations, the board of directors considered the banking relationships with directors and their related interests which we enter into in the ordinary course of our business and the compensation arrangements described under “Certain Transaction,” “Executive Compensation” and “Director Compensation.”
Director Qualifications.We believe that our directors should have the highest professional and personal ethics and values. They should have broad experience at the policy-making level in areas relevant to our business. They should be committed to enhancing shareholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience. Each director must represent the interests of all shareholders. When considering potential director candidates, our board of directors also considers the candidate’s character, judgment, diversity, skill set, specific business background and experience in the context of our needs and those of the board of directors.
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Director Diversity.
Set forth below is information concerning the gender and demographic background of each of our current directors, as self-identified and reported by each director. This information is being provided in accordance with NAS’AQ's board diversity rules.
| | Total Number of Directors: | | | 8 | | |||
| | | | Female | | | Male | | |
| | Part 1: Gender Identity | | ||||||
| | Directors | | | 1 | | | 7 | |
| | Part 2: Demographic Background | | ||||||
| | Asian | | | 0 | | | 1 | |
| | White | | | 1 | | | 7 | |
Controlled Company.The William Bradford Haines Financial Services Trust, the Lisa K. Haines Financial Services Trust, and the Julee S. Lawrence Financial Services Trust (collectively, the “Haines Family Trusts”) control a majority of our outstanding voting power and have made a filing as a group under Section 13(d) of the Exchange Act. Accordingly, we are a “controlled company” within the meaning of the corporate governance standards of NASDAQ Stock Market. As a result, although the members of our Audit Committee are required to be independent, we are not required to have a majority of our board of directors be independent, nor are we required to have a compensation committee or an independent nominating function under the rules of the NASDAQ Stock Market. Notwithstanding the foregoing, we are in full compliance with NASDAQ Global Select Market listing requirements for board independence and committee independence.
Family Relationships.There are no family relationships among the directors of the Company, as defined in Item 401 of Regulation S-K.Company. Our Chairman of the Board is the father of Lisa K. Haines, the Bank’s Executive Vice President and Chief Marketing Officer. In addition, our Chairman of the Board is the brother of Doug Haines, the Bank’s Regional President for Western Oklahoma and Kansas, the uncle of Drew Haines, our Bank’s Vice President – Commercial Lending, and the grandfather of one of the Bank’s employees working in the operationscommercial loan department.
Board of Directors Leadership Structure.It is the practice of the Company to separate the roles of Chairman of the Board and Chief Executive Officer in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting our strategic direction and the day-to-day leadership and performance. The Chairman of the Board provides guidance to the Chief Executive Officer, sets the agenda for board meetings, presides over meetings of the full board, and facilitates communication among the independent directors and between the independent directors and the Chief Executive Officer. The board of directors further believes that the separation of the duties of the Chief Executive Officer and the Chairman of the Board eliminates any inherent conflict of interest that may arise when the roles are combined.
Executive Sessions.To further strengthen the oversight of the board of directors, our board of directors holds regular executive sessions at which only independent directors are present. In 2018, there were two executive sessions. The executive sessions are presided over by the Chairman of the Audit Committee, who is an independent director. There were two executive sessions in 2023.
CCompensation Committee Interlocksode of Conduct and Insider Participation. Ethics.None Our board of the membersdirectors has adopted a Code of our Compensation Committee areBusiness Conduct and Ethics, or have been oneCode of our officers or employees. In addition, none of our executive officers serves or has served as a member of the compensation committee or other board committee performing equivalent functions of any entityConduct that has one or more executive officers serving as oneapplies to all of our directors, orofficers and employees. The Code of Conduct sets forth the standard of conduct that we expect all of our directors, officers and employees to follow, including our Chief Executive Officer and Chief Financial Officer. In addition, our board of directors has adopted a Code of Ethics for the Chief Executive Officer and senior financial officers that applies to our Chief Executive Officer, our Chief Financial Officer and any other officer serving in a finance function and sets forth specific standards of conduct and ethics that we expect from such individuals in addition to those set forth in the Code of Conduct. Our Code of Conduct and our Code of Ethics for the Chief Executive Officer and senior financial officers are available on our website at www.ir.bank7.com. We expect that any amendments to the Code of Conduct or the Code of Ethics for the Chief Executive Officer and senior financial officers, or any waivers of their respective requirements, will be disclosed on our website, as well as any other means required by NASDAQ Global Select Market rules or the SEC.
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Insider Trading Policy. The Company has adopted an Insider Trading Policy that governs the purchase, sale and other disposition of the Company’s securities by its directors, officers and employees. The Insider Trading Plan is reasonably designed to promote compliance with insider trading laws, rules and regulations and the Nasdaq Global Select Market listing standards.
Clawback Policy. On August 17, 2023, our Board of Directors adopt the Bank7 Corp Clawback Policy compliant with Rule 10D-1 of the Exchange Act and Section 5608 of the Nasdaq Listing Rules. The Clawback Policy is administered by our Board (the “Administrator”) with advisory support from the Audit Committee and Compensation Committee.
The Clawback Policy applies to:
Covered Executives: our current and former executive officers, as determined by the Administrator in accordance with applicable law; and
Excess Incentive Compensation: the amount of Incentive Compensation paid to a Covered Executive that exceeds the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results.
“Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. “Financial reporting measure” is any measure determined and presented in accordance with the accounting principles used in preparing our financial statements and any measure that is derived wholly or in part from such measure.
The Clawback Policy is triggered if we are required to prepare an accounting restatement of our financial statements due to our material noncompliance with any financial reporting requirement under the securities laws. Once the Clawback Policy is triggered, the Administrator will require recoupment of any Excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date we are required to prepare an accounting restatement. The Clawback Policy is a “no-fault” policy and recoupment is required regardless of whether a Covered Executive contributed to the restatement.
The Administrator will determine the timing and method of recoupment of Excess Incentive Compensation in its sole discretion. Recoupment is required unless recovery would be impracticable as set forth in our Clawback Policy. We shall not indemnify any Covered Executive against the loss of any Excess Incentive Compensation, including payment or reimbursement of any insurance purchased by any Covered Executive to fund potential clawback obligations under our Clawback Policy.
Risk Management and Oversight.The board of directors has ultimate authority and responsibility for overseeing our risk management. The board of directors monitors, reviews and reacts to material enterprise risks identified by management. The board receives specific reports from executive management on credit, interest rate, liquidity, transactional, compliance and legal, strategic, and reputational risks and the degree of exposure to those risks. The board of directors helps ensure that management is properly focused on risk by, among other things, reviewing and discussing the performance of senior management and business line leaders. Committees of the board of directors have responsibility for risk oversight in specific areas. The Audit Committee oversees financial, accounting and internal control risk management policies. The Audit Committee also oversees the risk and compliance programs, adherence to management policies and procedures, compliance with regulatory requirements and information technology strategies and activities. The Compensation Committee assesses and monitors risks in our compensation program.
Committees of the Board of Directors
Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee and the CompensationNominating and Corporate Governance Committee. Our board of directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our certificate of incorporation and bylaws.
Audit Committee.Our board of directors has adopted an Audit Committee charter that sets out the responsibilities, authority and specific duties of the Audit Committee. The Audit Committee charter is available on our website at www.bank7.com under the “Investor Relations” tab. Current members of our Audit Committee are William M. Buergler (Committee Chairman), Charles W. Brown, Teresa L. “Tracy” Dick, J. Michael Sanner, and Gary D. Whitcomb.Whitcomb. The Audit Committee met eight5 times in 2018.2023.
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Our board of directors has evaluated the independence and financial acumen of each of the members of our Audit Committee and has affirmatively determined that each of the members of our Audit Committee (1) is an independent director under NASDAQ Stock Market rules, (2) satisfies the additional independence standards under applicable SEC rules for audit committee service, and (3) has the ability to read and understand fundamental financial statements. The board of directors has determined that Mr. Buergler qualifies as an “audit committee financial expert,” as defined by the SEC.
The responsibilities of the Audit Committee include the following:
overseeing the quality and integrity of regulatory and financial accounting, financial statements, financial reporting processes and systems of internal accounting and financial controls;
overseeing the annual independent audit of our financial statements and internal control over financial reporting, the engagement, compensation and retention of the independent registered public accounting firm and the evaluation of the independent registered public accounting firm’s qualifications, independence and performance;
overseeing and evaluating the performance of the internal audit function and review;
overseeing the effectiveness of the system for monitoring compliance with laws and regulations and the results of any investigation by management;
establishing and overseeing procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential anonymous submission by Company employees of concerns, regarding questionable accounting or auditing matters;
preparing the Audit Committee report required by SEC rules to be included in our annual report;
reviewing reports and recommendations provided by senior management or third-party consultants retained by the committee related to Company’s financial, operational, credit, strategic, market, investment, liquidity, reputational and compliance risks;
handling such other matters that are specifically delegated to the Audit Committee by our board of directors from time to time.
Compensation Committee.Our board of directors has adopted a Compensation Committee charter that sets out the responsibilities, authority and specific duties of the Compensation Committee. The Compensation Committee charter is available on our website at www.bank7.com under the “Investor Relations” tab. Current members of our Compensation Committee are J. Michael Sanner (Committee Chairman), Bobby J. Alexander, William M. Buergler, and Lonny D. Wilson.Ed Gray. The Compensation Committee met one time5 times in 2018.2023.
Our board of directors has evaluated the independence of each of the members of our Compensation Committee and has affirmatively determined that each of the members of our Compensation Committee meets the definition of an “independent director” under NASDAQ Stock Market rules, including the additional independence standards for members of the Compensation Committee. Our board of directors has also determined that each of the members of the
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Compensation Committee qualifies as a “nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act. All compensation, equity awards and transactions subject to Section 16 of the Exchange Act will be approved by a committee or subcommittee of the board of directors that is composed solely of two or more “non-employee directors.”
The Compensation Committee has the following responsibilities:
reviewing, determining, and recommending to the board for its confirmation, the annual compensation, annual incentive opportunities and any other matter relating to the compensation of our executive officers;
monitoring and evaluating the risks related to our compensation programs and practices;
reviewing, approving and administering each of our non-qualified deferred compensation plans and annual incentive plans, and performing such other duties and responsibilities as may be assigned to the committee under the terms of those plans;
reviewing the performance of the executive officers for each fiscal year;
| reviewing and determining, and recommending |
overseeing and making recommendations to the processboard of directors regarding our compliance with SEC rules and regulations regarding shareholder approval of certain executive compensation matters, including advisory votes on executive compensation and golden parachute compensation, and the requirement under the NASDAQ rules that, with limited exceptions, shareholders approve equity compensation plans; and
performing any other duties or responsibilities the board may expressly delegate to the committee from time to time on matters relating to our compensation programs.
Nominating and Corporate Governance Committee. The Board has adopted a Nominating and Corporate Governance Committee charter that sets out the responsibilities, authority and specific duties of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance charter is available on our website at www.bank7.com under the “Investor Relations” tab. Current members of our Nominating and Corporate Governance Committee are Gary D. Whitcomb (Committee Chairman), Teresa L. “Tracy” Dick, and Edward “Ed” P. Gray. The Nominating and Corporate Governance Committee met 2 times in 2023.
The Board has adopted a Nominating and Corporate Governance Committee charter that sets out the responsibilities, authority and specific duties of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance charter is available on our website at www.bank7.com under the “Investor Relations” tab.
Our board of directors has evaluated the independence of each of the members of our Nominating and Corporate Governance Committee and has affirmatively determined that each of the members of our Nominating and Corporate Governance Committee meets the definition of an “independent director” under NASDAQ Stock Market rules.
The Nominating and Corporate Governance Committee has the following responsibilities:
Identifying individuals qualified to become directors, consistent with the criteria approved by the Board, and recommending such director nominees for election to the Board;
Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company;
Overseeing the evaluation of the boardBoard and management;
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Recommending members of directors. In addition, the Nominating Directors will have unrestricted accessBoard to serve on committees of the Board and assistance from our officers, employeesevaluating the operations and independent auditors and the authority to employ experts, consultants and professionals to assist with performance of their duties.such committees;
Overseeing and approving the management succession process; and
Otherwise taking a leadership role in shaping our corporate governance structure and policies.
The Nominating Directorsand Corporate Governance Committee will also consider director nominees put forward by shareholders. Our bylaws contain provisions that address the process by which a shareholder may nominate an individual to stand for election to the board of directors at an annual or special meeting. The Nominating Directors doand Corporate Governance Committee does not have any specific minimum qualifications that director nominees must have in order to be considered to serve on the board of directors. However, the Nominating Directors doand Corporate Governance Committee does take into consideration areas of expertise that director nominees may be able to offer, including professional experience, knowledge, abilities and industry knowledge or expertise. The Nominating Directorsand Corporate Governance Committee also considerconsiders the director nominees’ potential contribution to the overall composition and diversity of the board of directors.
The following table sets forth compensation paid to the Company’s directors during 2018.
Name | | | Fees Earned or Paid in Cash(1) ($) | | | Stock Awards(2) ($) | | | Total ($) |
Charles W. Brown | | | 5,400 | | | — | | | 5,400 |
William M. Buergler | | | 38,400 | | | 29,800 | | | 68,200 |
Teresa L. Dick | | | 32,400 | | | 22,350 | | | 54,750 |
Edward P. Gray | | | 32,400 | | | 22,350 | | | 54,750 |
J. Michael Sanner | | | 38,400 | | | 29,800 | | | 68,200 |
Gary D. Whitcomb | | | 35,400 | | | 26,075 | | | 61,475 |
| (1) | We pay (i) our non-employee directors $2,700 per month; (ii) the chairman of our nominating and corporate governance committee $2,950 per month; and (iii) the chairmen of our audit and compensation committees $3,200 per month. |
| (2) | Stock awards granted to the directors are made at the discretion of the Compensation Committee. |
The shares of our common stock that were beneficially owned on the Record Date by each person who is a director nominee or was a director or NEO on that date and by all directors and executive officers as a group are shown below.
Name | | | Amount and Nature of Beneficial Ownership(1) | | | Percentage of Shares Outstanding(2) |
William B. Haines | | | 1,778,701(3) | | | 19.25% |
Thomas L. Travis | | | 292,250(4) | | | 3.15% |
John T. Phillips | | | 240,845(5) | | | 2.60% |
Jason E. Estes | | | 70,749 | | | * |
William M. Buergler | | | 4,750(6) | | | * |
Teresa L. Dick | | | 1,250 | | | * |
Edward P. Gray | | | 2,250(7) | | | * |
J. Michael Sanner | | | 7,750(8) | | | * |
Gary D. Whitcomb | | | 4,000 | | | * |
All Directors and Executive Officers as a Group (14 persons) | | | 3,933,385 | | | 41.92% |
| Name | Amount and Nature of Beneficial Ownership (1) | Percentage of Shares Outstanding (2) | ||||||
| William B. Haines | 3,224,065 | (3) | 31.6 | % | ||||
| Thomas L. Travis | 25,000 | * | ||||||
| John T. Phillips | 3,197,100 | (4) | 31.4 | % | ||||
| Bobby J. Alexander | * | * | ||||||
| Charles W. Brown | * | * | ||||||
| William M. Buergler | 1,000 | (5) | * | |||||
| Gary D. Whitcomb | 500 | * | ||||||
| Lonny D. Wilson | 5,000 | * | ||||||
| J. Michael Sanner | * | * | ||||||
| All Directors and Executive Officers as a Group (14 persons) | 6,454,672 | 63.4 | % | |||||
| * | Less than one percent of shares outstanding |
| (1) | Beneficial ownership is defined by rules of the SEC and includes shares that the person has or shares voting or investment power over and shares that the person has a right to acquire within 60 days from March |
| (2) | In calculating the percentage ownership of each named individual and the group, the number of shares outstanding includes any shares that the person or the group has the right to acquire within 60 days of March |
| (3) | William B Haines is the trustee of the William B. Haines Financial Services Trust which owns |
| (4) | Thomas L. Travis has pledged all of his shares of common stock to secure a loan used to pay the income taxes in connection with our grant of common stock to Mr. Travis in 2019. |
| (5) | John |
William M. Buergler is the trustee of the KLB Revocable Family Trust Dated October 12, 2017, which owns 1,000 shares of the common stock of the Company. |
| (7) | Edward P. Gray is the sole trustee of the Edward Gray 2006 Revocable Trust, which owns 1,500 shares of the common stock of the Company. |
| (8) | J. Michael Sanner is the co-trustee of the J. Michael Sanner Revocable Trust, which owns 4,000 shares of the common stock of the Company. |
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Beneficial owners of more than 5% of the common stock are required to file certain ownership reports under the federal securities laws. The following table shows the common stock beneficially owned by persons who have filed these reports reporting beneficial ownership that exceeds 5% of our outstanding common stock on December 31, 2018.2023.
| Name | Amount and Nature of Beneficial Ownership (1) | Percentage of Shares Outstanding (2) | |||||||
| William Bradford Haines Financial Services Trust, Mr. Haines as trustee | (3) | 3,224,065 | 31.6 | % | |||||
| Lisa K. Haines Financial Services Trust, Ms. Haines and Mr. Phillips as co-trustees | (4) | 1,595,550 | 15.7 | % | |||||
| Julee S. Lawrence Financial Services Trust, Ms. Thummel and Mr. Phillips as co-trustees | (5) | 1,595,550 | 15.7 | % | |||||
Name | | | Amount and Nature of Beneficial Ownership(1) | | | Percentage of Shares Outstanding(2) |
Haines Family Trusts(3) | | | 4,654,050 | | | 50.56% |
William Bradford Haines Financial Services Trust, Mr. Haines as trustee(4) | | | 1,778,701 | | | 19.34% |
Lisa K. Haines Financial Services Trust, Ms. Haines as beneficiary; 1999 Lisa K. Haines Trust, Ms. Haines as beneficiary, and Lisa Haines, individually(5) | | | 1,444,485 | | | 15.69% |
Julee S. Lawrence Financial Services Trust, Ms. Spanich as beneficiary(6) | | | 1,430,864 | | | 15.56% |
| (1) | Beneficial ownership is defined by rules of the SEC and includes shares that the person has or shares voting or investment |
| (2) |
| (3) | The William Bradford Haines Financial Services Trust, the Lisa K. Haines Financial Services Trust, and the Julee S. Lawrence Financial Services Trust have filed a Schedule 13D as |
The address of William Bradford Haines Financial Services Trust |
The address of Lisa K. Haines Financial Services Trust |
The address of |
| (6) | The address of Julee S. Lawrence Financial Services Trust is 1039 N.W. 63rd Street, Oklahoma City, Oklahoma 73116. Julee S. Spanich is a beneficiary of the Julee S. Lawrence Financial Services Trust. |
Our named executive officers for 2018,2023, which consist of our principal executive officer and the two other most highly compensated executive officers, are:
| William B. Haines, Chairman of the Board |
Thomas L. Travis, President and Chief Executive Officer of the Company; and Vice Chairman and Chief Executive Officer of the Bank; and Jason E. Estes, Executive Vice President and Chief Credit Officer of the Company; and President and Chief Credit Officer of the Bank. |
Summary Compensation Table
The following table sets forth information regarding the compensation paid, awarded to, or earned for our fiscal years ended December 31, 20182023 and 20172022 for each of our named executive officers.
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Other Compensation ($)(4) | Total Compensation ($) | |||||||||||||||||||||
William B. Haines Chairman of the Board | 2018 2017 | 434,615 250,000 | 200,000 150,000 | - - | - - | 35,281 29,478 | 669,896 429,478 | |||||||||||||||||||||
Thomas L. Travis President and Chief Executive Officer | 2018 2017 | 330,800 357,800 | 100,000 100,000 | 1,909,000 - | 94,351 - | 33,472 36,317 | 2,467,623 494,117 | |||||||||||||||||||||
John T. Phillips Senior Executive Vice President and Chief Operating Officer | 2018 2017 | 225,039 173,342 | 150,000 140,000 | - - | 62,901 - | 24,241 23,394 | 462,181 336,736 | |||||||||||||||||||||
Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($)(1) | | | Stock Awards ($) | | | Other Compensation ($)(3) | | | Total Compensation ($) |
William B. Haines Chairman | | | 2023 | | | 550,000 | | | 242,000 | | | — | | | 36,963 | | | 828,963 |
| | 2022 | | | 550,000 | | | 400,000 | | | — | | | 33,030 | | | 988,878 | ||
Thomas L. Travis President & CEO | | | 2023 | | | 550,000 | | | 242,000 | | | 605,000(2) | | | 37,281 | | | 1,434,281 |
| | 2022 | | | 550,000 | | | 652,500 | | | — | | | 32,229 | | | 1,238,809 | ||
Jason E. Estes Executive Vice President and CCO | | | 2023 | | | 383,654 | | | 138,600 | | | 262,478(2) | | | 29,214 | | | 813,946 |
| | 2022 | | | 350,000 | | | 407,500 | | | — | | | 28,380 | | | 785,880 |
| (1) | Discretionary cash bonuses. |
| (2) | Represents the grant date fair value for restricted stock 2023. |
| (3) |
| Other Compensation for |
| Name | Perquisites(i) | Company 401(k) Match(ii) | Life Insurance Premiums | Director Fees Earned or Paid in Cash | Total “Other Compensation” | | Perquisites(i) | | Company 401(k) Match(ii) | | Life Insurance Premiums | | Total “Other Compensation” | |||||||||||||||||||
| William B. Haines | $ | 13,426 | $ | 13,750 | $ | 2,705 | $ | 5,400 | $ | 35,281 | | $15,519 | | $16,500 | | $4,944 | | $36,963 | ||||||||||||||
| Thomas L. Travis | $ | 11,946 | $ | 13,750 | $ | 2,376 | $ | 5,400 | $ | 33,472 | | $13,923 | | $16,500 | | $6,858 | | $37,281 | ||||||||||||||
| John T. Phillips | $ | 4,951 | $ | 13,350 | $ | 540 | $ | 5,400 | $ | 24,241 | ||||||||||||||||||||||
Jason E. Estes | | $12,174 | | $16,500 | | $540 | | $29,214 | ||||||||||||||||||||||||
| (i) | Amounts reflect automobile and cell phone allowances and country club membership fees. |
| (ii) | Amounts reflect Company matching contributions under |
We compensate our named executive officers through a combination of base salary, annual discretionary bonuses, and other benefits, including perquisites. Our board of directors believes the executive compensation packages that we provide to our executives, including the named executive officers, should reward performance. Each element of compensation is designed to achieve a specific purpose and to contribute to a total package that is competitive with similar packages provided by other institutions that compete for the services of individuals like our named executive officers.
2023 Compensation Program
The Compensation Committee retained The Hunt Financial Group, a banking compensation specialist company, to assist the Committee in designing an executive compensation. The primary elements of our executive compensation going forward are base salary, discretionary cash bonuses, long-term incentive compensation in the form of equity awards, and other benefits including perquisites. The goal is for mix and value of these compensation elements to
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provide our named executive officers with total annual compensation that is both reasonable and competitive within our markets, and appropriately reflects our performance and the executive’s particular contributions to that performance. Since our Chairman’s family group owns over 50% of the outstanding stock, he does not participate in our executive incentive program.
Total compensation package for the named executives, excluding our Chairman, for 2023 is as follows:
Named Executive | | | Base Salary | | | Maximum Potential Short-term Incentive(1) | | | Maximum Potential Long-term Incentive(2) |
Thomas L. Travis | | | $550,000 | | | 55% | | | 110% |
Jason E. Estes | | | $385,000 | | | 45% | | | 75% |
| (1) | Expressed as a percentage of Base Salary. Award is at Compensation Committee discretion based on multiple factors, including, but not limited to, ROA and ROTCE. |
| (2) | Expressed as a percentage of Base Salary. Vesting is over three years based on company performance outlined in the Long-Term Compensation section that follows. |
Base Salary
We intend to continue to provide annual cash bonuses to reward achievement of financial or operational goals so that total compensation is reflective of actual company and individual performance. Our board
Long-Term Incentive Compensation. Equity-based incentives are an effective means for aligning the interests of directors is currently working to provide incentive targets that tie compensation to our performance in 2019. These performance criteria may include a discretionary provision for factors such as successful capital raises, acquisitions, and stock price performance.
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Total Long-Term Incentive Compensation for the named executives for 2024 will be in the form of restricted stock units subject to 3-year vesting in equal, annual installments. The award amount will be based on a weighting of the following performance metrics:
Named Executive | | | ROA top quartile (1) | | | 3-Yr average Net Charge Offs < 25 bps | | | TSR (2) > 50% of peers(1) | | | Base Potential LTI Award | | | Additional Potential LTI Award(3) | | | Total Potential LTI Award |
Thomas L. Travis | | | 27% | | | 27% | | | 26% | | | 80% | | | 30% | | | 110% |
Jason E. Estes | | | 20% | | | 20% | | | 20% | | | 60% | | | 15% | | | 75% |
| (1) | At the end of the first quarter of 2024, the determination of LTI awards will be made based on the 3-year average performance for the periods of 2021, 2022 & 2023 with respect to Return on Assets (“ROA”) and Total Shareholder Return (“TSR”). |
| (2) | TSR is calculated by taking the product of (i) tangible capital at the end of the current year (ii) less tangible capital at the end of the prior year (iii) plus total dividends paid out during the year; divided by tangible capital at the end of the prior year. |
| (3) | Award is at Compensation Committee discretion based on multiple factors including achieving TSR > 75% of peers, changes to peer group, changes to peer group target compensation, stock price performance, and M&A activity. |
The Compensation Committee will have the authority to exercise positive or negative discretion with respect to Long-Term Incentive Compensation Awards.
Long-Term Incentive Compensation Awards are made under the Bank7 Corp. 2018 Equity Incentive Plan, as amended, or the 2018 Plan, a new omnibus equity incentive plan in which our employees, executive officers and/or directors may participate.
The purpose of the 2018 Plan is to provide selected present and future employees and directors of the Company and its subsidiaries and affiliates with stock basedstock-based incentives and other equity interests in the Company, thereby giving them a stake in the growth and prosperity of the Company and encouraging the continuance of their services with the Company.
The 2018 Plan is administered by the Compensation Committee. The Compensation Committee has the ability to make awards under the 2018 Plan, and to select employees and directors who may participate in the 2018 Plan, determine the amount and types of awards, determine the terms and conditions of awards, grant awards as an alternative to, or as the form of payment for grants or rights earned or payable under, other bonus or compensation plans, arrangements or policies of the Company; grant substitute awards on terms and conditions as the Compensation Committee may prescribe; make all determinations under the 2018 Plan concerning termination of any participant’s employment or service with the Company; determine whether or not a change-in-control has occurred under the 2018 Plan; construe and interpret the 2018 Plan and any agreement or instrument under the 2018 Plan; establish and administer any terms, conditions, restrictions, limitations, forfeiture, vesting or exercise schedule, and other provisions of or relating to any award; establish and administer any performance goals, including related performance measures or performance criteria and applicable performance periods, determine the extent to which any performance goals and/or other terms and conditions of an award are attained or are not attained, and certify whether, and to what extent, any such performance goals and other material terms applicable to awards under the 2018 Plan intended to qualify as performance-based compensation were in fact satisfied; construe any ambiguous provisions, correct any defects, supply any omissions and reconcile any inconsistencies in the 2018 Plan and/or any award agreement; establish, adopt, amend, waive and/or rescind rules, regulations, procedures, guidelines, forms and/or instruments for the 2018 Plan’s operation or administration; make all valuation determinations relating to awards and the payment or settlement thereof; and grant waivers of terms, conditions, restrictions and limitations under the 2018 Plan or applicable to any award, or accelerate the vesting or exercisability of any award.
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Other Benefits and Perquisites
The named executive officers participate in the Bank’s broad-based employee welfare benefit plans, such as medical, dental, vision, supplemental disability and term life insurance. The named executive officers also participate in the Bank’s 401(k) plan. The Bank matches 100% of an employee’s contribution up to 5% of such employee’s salary (excluding bonuses). The named executive officers are provided the same benefits, and participate in the cost at the same rate, as all other employees.
Outstanding Equity Awards at Fiscal Year End 2023
| Option Awards | Stock Award | |||||||||||||||||||||||||||||||||||||||||||
Name | | | Option Awards | | Stock Award | |||||||||||||||||||||||||||||||||||||||
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | Option Exercise Price ($) | | Option Expiration Date | | Grant Date | | Number of Shares or Units of Stock That Have Not Vested (#)(2) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | |||||||||||||||||||||
| Thomas L. Travis | 9/19/2018 | 30,000 | 19.00 | 9/19/2028 | 9/20/2018 | 100,000 | 1,335,000 | | 9/24/2018 | | 30,000 | | — | | 19.00 | | 9/19/2028 | | | | ||||||||||||||||||||||||
| | 1/04/2021 | | 5,000 | | 5,000 | | 14.39 | | 1/04/2031 | | | | ||||||||||||||||||||||||||||||||
| John T. Phillips | 9/19/2018 | 20,000 | 19.00 | 9/19/2028 | ||||||||||||||||||||||||||||||||||||||||
| | | | | | | 1/6/2020 | | 2,000 | | 54,700 | ||||||||||||||||||||||||||||||||||
| | | | | | | 1/4/2021 | | 5,000 | | 136,750 | ||||||||||||||||||||||||||||||||||
| | | | | | | 12/17/2021 | | 7,500 | | 205,125 | ||||||||||||||||||||||||||||||||||
| | | | | | | 2/14/2023 | | 20,302 | | 555,260 | ||||||||||||||||||||||||||||||||||
Jason E. Estes | | 9/24/2018 | | 15,000 | | — | | 19.00 | | 9/19/2028 | | | | |||||||||||||||||||||||||||||||
| | 1/04/2021 | | 2,500 | | 2,500 | | 14.39 | | 1/04/2031 | | | | ||||||||||||||||||||||||||||||||
| | | | | | | 1/6/2020 | | 1,600 | | 43,760 | ||||||||||||||||||||||||||||||||||
| | | | | | | 1/4/2021 | | 2,500 | | 68,375 | ||||||||||||||||||||||||||||||||||
| | | | | | | 12/17/2021 | | 3,750 | | 102,563 | ||||||||||||||||||||||||||||||||||
| | | | | | | 2/14/2023 | | 8,808 | | 240,891 | ||||||||||||||||||||||||||||||||||
| (1) | Stock options vest at a rate of 25% per year beginning |
| (2) | Restricted Stock Units vest at either a rate of 20% per year or 25% per year beginning |
| (3) | Calculated |
Potential Payments on Termination or Change in Control
a person becoming the beneficial owner of 50% or more of our then outstanding voting securities;
the sale or disposition of all or substantially all of our assets;
individuals serving on our Board whose election or nomination was approved by a majority of the then incumbent board (outside the context of an election contest), cease to constitute a majority of the Board; and
a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
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The following tables set forth values for acceleration of |
Thomas L. Travis
Executive Benefits and Payments Upon Termination | | | Death | | | Disability | | | Change of Control |
Restricted Stock | | | $951,835 | | | $951,835 | | | $951,835 |
Stock Options | | | $64,800 | | | $64,800 | | | $64,800 |
Total | | | $1,016,635 | | | $1,016,635 | | | $1,016,635 |
Jason E. Estes
Executive Benefits and Payments Upon Termination | | | Death | | | Disability | | | Change of Control |
Restricted Stock | | | $455,596 | | | $455,596 | | | $455,596 |
Stock Options | | | $28,025 | | | $28,025 | | | $28,025 |
Total | | | $483,621 | | | $483,621 | | | $483,621 |
In March 2022, we entered into employment agreements with Messrs. Travis and Estes. Each agreement is for an initial term of two (2) years with the term automatically extending for successive one-year periods provided that neither party elects not to extend at least 180 days prior to the expiration of the then-current term. Pursuant to the agreements, Mr. Travis’ base salary is $550,000 per year and Mr. Estes is $350,000 per year, subject to increase but not decrease following annual review by the Board.
In the event of Mr. Travis’ termination by the Company without Cause (as defined in the employment agreement) or by Mr. Travis for Good Reason (as defined in the employment agreement) including termination following a change of control, Mr. Travis will be entitled to a lump-sum severance payment within 30 days of termination in an amount equal to (i) his base salary and accrued vacation pay through the date of termination, (ii) an amount equal to three (3) times his base salary and (iii) an amount equal to three (3) times his average annual bonus over the previous three years. At December 31, 2023, this amount would have $3,394,500.
In the event of Mr. Estes’ termination by the Company without Cause (as defined in the employment agreement) or by Mr. Estes for Good Reason (as defined in the employment agreement) including termination following a change of control, Mr. Estes will be entitled to a lump-sum severance payment within 30 days of termination in an amount equal to (i) his base salary and accrued vacation pay through the date of termination, (ii) an amount equal to two (2) times his base salary and (iii) an amount equal to two (2) times his average annual bonus over the previous three years. At December 31, 2023, this amount would have $1,612,400.
The following information is intended to show the relationship between executive compensation actually paid by our Company and our financial performance.
Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid to PEO(1) | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) | | | Net Income |
2023 | | | $1,434,281 | | | $1,404,851 | | | $821,455 | | | $822,411 | | | $28,274,696 |
2022 | | | $1,238,809 | | | $1,453,714 | | | $887,379 | | | $925,785 | | | $29,637,743 |
| (1) | Amounts shown represent compensation actually paid (CAP) and include the following adjustments for changes in the fair value of stock option awards and restricted stock unit awards: |
Thomas L. Travis - PEO
Year | | | Summary Compensation Table Total for PEO | | | Adjustments for the Fair Value of Equity Awards as of Year-End | | | Adjustments for the Change in the Fair Value of the Prior Years’ Awards, Unvested as of Year-End | | | Adjustment for the Change in the Fair Value of the Prior Years’ Awards that Vested during the Year | | | Compensation Actually Paid |
2023 | | | $1,434,281 | | | ($49,739) | | | $34,125 | | | ($13,815) | | | $1,404,851 |
2022 | | | $1,238,809 | | | $0 | | | $167,943 | | | $46,963 | | | $1,453,714 |
| (2) | Amounts shown represent compensation actually paid (CAP) and include the following adjustments for changes in the fair value of stock option awards and restricted stock unit awards: |
Average Other NEOs
Year | | | Summary Compensation Table Total | | | Adjustments for the Fair Value of Equity Awards as of Year-End | | | Adjustments for the Change in the Fair Value of the Prior Years’ Awards, Unvested as of Year-End | | | Adjustment for the Change in the Fair Value of the Prior Years’ Awards that Vested during the Year | | | Compensation Actually Paid |
2023 | | | $821,455 | | | ($10,790) | | | $9,056 | | | $2,690 | | | $822,411 |
2022 | | | $887,379 | | | $0 | | | $29,880 | | | $8,526 | | | $925,785 |
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Policies and Procedures Regarding Related Party Transactions
Transactions by us or the Bank with related persons are subject to regulatory requirements and restrictions. These requirements and restrictions include the Affiliates Act and the Federal Reserve’s Regulation W (which governs certain transactions by the Bank with its affiliates) and the Federal Reserve’s Regulation O (which governs certain loans by the Bank to its executive officers, directors, and principal shareholders). We have adopted policies to comply with these regulatory requirements and restrictions.
In addition, our board of directors has adopted a written policy governing the approval of related person transactions that complies with all applicable requirements of the SEC and the NASDAQ Global Select Market concerning related person transactions. Related person transactions are transactions in which we are a participant, the amount involved exceeds $120,000 and a related person has or will have a direct or indirect material interest. Related persons of the Company include directors (including nominees for election as directors), executive officers, beneficial holders of more than 5% of our capital stock and the immediate family members of these persons. Our executive management team, in consultation with outside counsel, as appropriate, will review potential related person transactions to determine if they are subject to the policy. In determining whether to approve a related person transaction, that committee will consider, among other factors, the fairness of the proposed transaction, the direct or indirect nature of the related person’s interest in the transaction, the appearance of an improper conflict of interests for any director or executive officer taking into account the size of the transaction and the financial position of the related person, whether the transaction would impair an outside director’s independence, the acceptability of the transaction to our regulators and the potential violations of other corporate policies.
Ordinary Banking Relationships
Certain of our officers, directors and principal shareholders, as well as their immediate family members and affiliates, are customers of, or have or have had transactions with us or the Bank in the ordinary course of business. These transactions include deposits, loans, wealth management products and other financial services related transactions. Related party transactions are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to us, and do not involve more than normal risk of collectability or present other features unfavorable to us. Any loans we originate with officers, directors and principal shareholders, as well as their immediate family members and affiliates, are approved by our board of directors in accordance with the Bank’s regulatory requirements.
As of the date of this proxy statement, no related party loans were categorized as nonaccrual, past due, restructured or potential problem loans. We expect to continue to enter into transactions in the ordinary course of business on similar terms with our officers, directors and principal shareholders, as well as their immediate family members and affiliates.
Employment Arrangements
We currently employ certain immediate family members of our Chairman of the Board in the following capacities: Douglas A. Haines, the Bank’s Regional President for Western Oklahoma and Kansas, is the brother of our Chairman of the Board and Lisa K. Haines, the Bank’s Executive Vice President and Chief Marketing Officer, is the daughter of our Chairman of the Board. The background experience of Douglas A. Haines and Lisa K. Haines are discussed under the heading “Executive Officers”. During the year ended
Registration Rights Agreement
In connection with our initial public offering, we entered into a registration rights agreement with the Haines Family Trusts. The agreement provides the Haines Family Trusts with certain demand and piggyback registration rights in respect of any registrable shares of our common stock held by them, subject to various conditions and limitations as set forth in the agreement. We will pay all expenses in connection with any such registrations.
Branch Lease Transaction
Chairman Haines is the manager of Haines Realty Investments Co., LLC, or Haines Realty, a business entity owned by trusts established for Lisa K. Haines and Julee S. Thummel,Spanich, his daughters. The Bank leases its branch located in Woodward, Oklahoma from Haines Realty. During 2018,2023, lease and common area maintenance payments to Haines Realty totaled $184,000$154,953.36 which we believe to be consistent with prevailing market terms.
Office Space Transaction
terms.
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of our common stock to file certain reports with the SEC concerning their beneficial ownership of our equity securities. The SEC’s regulations also require that a copy of all such Section 16(a) forms filed must be furnished to us by the executive officers, directors and greater than 10% shareholders. To our knowledge, based solely on a review of the copies of such forms and amendments thereto received by us with respect to 2018,2023, all Section 16(a) filing requirements were timely met. We make no representation regarding persons who have not identified themselves as being subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934 or as to the appropriateness of disclaimers of beneficial ownership.
| Fee Category | 2018 | 2017 | ||||||
| Audit Fees | $ | 198,536 | $ | 65,000 | ||||
| Audit - Related Fees | 337,500 | - | ||||||
| Tax Fees | 27,837 | 13,025 | ||||||
| All Other Fees | - | - | ||||||
| Total | $ | 563,873 | $ | 78,025 | ||||
The Company’s Audit Committee oversees and reports to the board of directors regarding accounting and financial reporting processes, the audits of the financial statements, the qualifications and independence of the independent registered public accounting firm engaged to provide independent audits and related services, and the performance of the internal audit function and independent registered public accounting firm; and also performs the other duties of the committee specified by federal securities laws and regulations, the Federal Deposit Insurance Act and related regulations, the listing standards of the NASDAQ Stock Exchange,Global Select Market, and its charter. The committee (1) has reviewed and discussed the audited financial statements included in the Company’s 2018our 2023 Annual Report on Form 10-K with management; (2) has discussed with our independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 16 (Communication with Audit Committees); and (3) has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the committee concerning independence and has discussed independence with the independent registered public accounting firm. Based upon this review, discussion, disclosures, and materials described in (1) through (3), the committee recommended to the board of directors that the audited financial statements be included in the 20182023 Annual Report on Form 10-K. The committee also has considered whether the amount and nature of non-audit services rendered by the independent accountant are consistent with its independence.
March | | | William M. Buergler, Chairman |
| | J. Michael Sanner | ||
| | | Teresa L. Dick | |
| | | Gary D. Whitcomb |
The Board is not aware of any business to come before the Annual Meeting other than those matters described above in this Proxy Statement and matters incident to the conduct of the Annual Meeting. However, if any other matters should properly come before the Annual Meeting, it is intended that proxies in the accompanying form will be voted as determined by a majority of the board of directors.
Company at 1039 N.W. 63rd Street, Oklahoma City, Oklahoma 73116, on or before December 6, 2024.
Our shareholders may communicate with the board of directors or any individual director by addressing correspondence to the Board or such director in care of the Secretary at our main office by mail, courier, or facsimile or by e-mail at investorrelations@bank7.com.
BY ORDER OF THE BOARD OF DIRECTORS
Director, Senior Executive Vice President, Chief | |
| Operating Officer and Secretary |
Oklahoma City, Oklahoma
April 11, 2019
5, 2024
A copy of our Annual Report on Form 10-K for the year ended December 31, 2018,2023, as filed with the Securities and Exchange Commission, will be furnished without charge to shareholders as of the record date upon written request to: John T. Phillips, Secretary, Bank7 Corp., 1039 N.W. 63rd Street, Oklahoma City, Oklahoma 73116.
