Edward Gray
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Healthcare Partners Investments LLC | President & Chief Executive Officer | 12+ years (prior role) | Led healthcare services and finance platform |
| Roaring Fork Capital, LLC | Managing Director | Current | Manages real estate and healthcare investments |
External Roles
| Type | Organization/Board | Role | Notes |
|---|---|---|---|
| Public company board | None disclosed | — | No other public directorships disclosed for Mr. Gray in BSVN proxies |
| Private/Investment | Roaring Fork Capital, LLC | Managing Director | Healthcare and real estate investing focus |
| Non-profit/Academic | Not 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 |
|---|---|---|---|
| 2024 | 40,650 | Non-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 |
| 2023 | 32,400 | Non-employee directors: $2,700/month; NCG chair $2,950/month; Audit/Comp chairs $3,200/month | Gray not a chair; cash total per 2023 Director Compensation table |
Performance Compensation (Director)
| Year (Grant) | Equity Type | Stock Awards ($) | Grant/Metric Structure |
|---|---|---|---|
| 2024 | Director equity grant | 20,767 | Stock awards to directors are at the discretion of the Compensation Committee; no performance metrics disclosed for director equity |
| 2023 | Director equity grant | 22,350 | Stock 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
| Category | Company | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Public company | None disclosed | — | No disclosed public boards for Mr. Gray |
| BSVN committee overlap with outside boards | N/A | — | Not 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 Date | Beneficial Ownership (shares) | % of Outstanding | Notes (Trusts/Pledges) |
|---|---|---|---|
| Mar 20, 2025 | 4,125 | <1% | Includes 2,500 shares held by the Edward Gray 2006 Revocable Trust; no pledging disclosed for Gray in footnotes |
| Mar 20, 2024 | 2,250 | <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 .