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Edward Gray

Director at Bank7
Board

About Edward P. Gray

Edward P. Gray, 62, is an independent director of Bank7 Corp. (BSVN) serving since February 2022. He has 30+ years in healthcare-focused finance and investing, including CEO tenure at Healthcare Partners Investments and current role as Managing Director of Roaring Fork Capital. He holds a B.B.A. in Operations Management and Marketing from the Wharton School and an M.S. in Leadership Studies and Business Ethics from Duquesne University . The board classifies him as independent under NASDAQ rules .

Past Roles

OrganizationRoleTenureCommittees/Impact
Healthcare Partners Investments LLCPresident & Chief Executive Officer12+ years (prior role)Led healthcare services and finance platform
Roaring Fork Capital, LLCManaging DirectorCurrentManages real estate and healthcare investments

External Roles

TypeOrganization/BoardRoleNotes
Public company boardNone disclosedNo other public directorships disclosed for Mr. Gray in BSVN proxies
Private/InvestmentRoaring Fork Capital, LLCManaging DirectorHealthcare and real estate investing focus
Non-profit/AcademicNot disclosed

Board Governance

  • Independence: The board determined Mr. Gray is independent under NASDAQ and SEC rules .
  • Committees and roles (2024 activity shown):
    • Compensation Committee: Member (Chair: J. Michael Sanner); met 3 times in 2024 .
    • Nominating & Corporate Governance Committee: Member (Chair: Gary D. Whitcomb); met 2 times in 2024 .
  • Attendance and engagement:
    • Board met 10 times in 2024; each director attended >75% of board and committee meetings; all directors attended the 2024 annual meeting .
    • Executive sessions of independent directors were held twice in 2024 (presided by Audit Chair) .
  • Board structure and policies:
    • Chairman and CEO roles separated .
    • Company maintains Codes of Conduct/Ethics; Insider Trading Policy; and a clawback policy compliant with Rule 10D-1 and Nasdaq listing rules .

Fixed Compensation (Director)

Year (Service)Cash Fees ($)Cash Structure (per policy)Notes
202440,650Non-employee directors: $4,000/month; Committee chairs: NCG $4,250/month; Audit/Comp $4,500/month Gray is not a chair; cash total per 2024 Director Compensation table
202332,400Non-employee directors: $2,700/month; NCG chair $2,950/month; Audit/Comp chairs $3,200/month Gray not a chair; cash total per 2023 Director Compensation table

Performance Compensation (Director)

Year (Grant)Equity TypeStock Awards ($)Grant/Metric Structure
2024Director equity grant20,767Stock awards to directors are at the discretion of the Compensation Committee; no performance metrics disclosed for director equity
2023Director equity grant22,350Stock awards to directors are at the discretion of the Compensation Committee; no performance metrics disclosed for director equity

Mix and trend: 2024 compensation mix was ~66% cash and ~34% equity for Mr. Gray (computed from $40,650 cash and $20,767 equity) . In 2023, mix was ~59% cash and ~41% equity (computed from $32,400 cash and $22,350 equity) .

Other Directorships & Interlocks

CategoryCompanyRoleInterlock/Conflict Notes
Public companyNone disclosedNo disclosed public boards for Mr. Gray
BSVN committee overlap with outside boardsN/ANot applicable

Expertise & Qualifications

  • Finance/Investment: 30+ years in healthcare finance and investment leadership; CEO and investment management experience .
  • Education: B.B.A., Wharton; M.S. (Leadership Studies & Business Ethics), Duquesne .
  • Board-relevant skills: Financial/investment experience, leadership background cited as reasons for BSVN board selection .
  • Independence: Affirmatively determined independent under NASDAQ heightened standards for committee service .

Equity Ownership

Record DateBeneficial Ownership (shares)% of OutstandingNotes (Trusts/Pledges)
Mar 20, 20254,125<1%Includes 2,500 shares held by the Edward Gray 2006 Revocable Trust; no pledging disclosed for Gray in footnotes
Mar 20, 20242,250<1%Includes 1,500 shares held by the Edward Gray 2006 Revocable Trust; no pledging disclosed for Gray in footnotes

BSVN highlights director and officer ownership concentration overall (directors/executives collectively owned ~55.99% as of Mar 20, 2025) driven primarily by the Haines family trusts .

Governance Assessment

  • Strengths

    • Independent director with finance/investment expertise; sits on key governance and compensation committees, which aligns with his background .
    • Attendance and engagement: met >75% threshold; board held executive sessions twice in 2024, supporting independent oversight .
    • No related-party transactions involving Mr. Gray were disclosed; related-party items in the proxy involved the Chair’s family entities (branch and office leases) and family employment, not Gray .
  • Watch items / Potential investor confidence considerations

    • Concentrated ownership and historical “controlled company” posture (2024 proxy) can influence board dynamics; Haines Family Trusts reported 49.42% at 12/31/2024, near de facto control levels, while directors/executives collectively held ~55.99% as of 3/20/2025 .
    • Director pay increased in 2024 (monthly retainer rose to $4,000 from $2,700), shifting the cash component upward; equity grants remain discretionary without disclosed performance metrics for directors .
    • No explicit director stock ownership guidelines disclosed; no pledging by Gray disclosed (footnotes call out pledges for certain executives but not Gray) .
  • Bottom line on Edward Gray

    • Independent, financially seasoned director with solid attendance and service on Compensation and Nominating & Governance—positive for board effectiveness .
    • Ownership alignment is modest in absolute terms (<1% of shares), but no hedging/pledging concerns disclosed for Gray; overall company ownership remains highly concentrated with the founder family .
    • No specific conflicts or related-party exposures involving Gray were disclosed, which reduces personal conflict risk .