Gary Whitcomb
About Gary D. Whitcomb
Independent director at Bank7 Corp. (BSVN), age 78, serving on the Bank’s board since 2010 and the Company’s board since 2018; career real estate broker/investor and former First Lieutenant, U.S. Air Force. Holds a B.S. in Business Administration (finance, accounting, economics emphasis) from the University of Oklahoma; selected for deep real estate market expertise in BSVN’s operating regions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Whitcomb Real Estate Sales & Consulting | Owner/Broker | 1986–present | Real estate and investment property expertise relevant to BSVN markets |
| U.S. Air Force | First Lieutenant | Not disclosed | Leadership/discipline background |
| City of Woodward, OK | Mayor; City Commissioner | Not disclosed | Civic leadership; local market knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Woodward Industrial Foundation | Director | Not disclosed | Board service; community involvement |
| United Way | Director | Not disclosed | Board service |
| Kid’s Inc | Director | Not disclosed | Board service |
Board Governance
| Committee | Role | 2024 Meetings | Independence Status |
|---|---|---|---|
| Audit Committee | Member | 5 | Board affirms committee independence; Audit Chair a financial expert |
| Nominating & Corporate Governance Committee | Chair | 2 | Committee members affirmed independent |
| Compensation Committee | Not listed as member | 3 (committee overall) | Compensation Committee members affirmed independent (not including Whitcomb) |
| Governance Item | 2024/2025 Data |
|---|---|
| Board meetings held (2024) | 10 |
| Director attendance | Each director >75% of Board/committee meetings in 2024 |
| Annual Meeting attendance | All directors attended the 2024 Annual Meeting |
| Executive sessions of independent directors | 2 in 2024; presided by Audit Committee Chair |
| Director independence determination | Whitcomb affirmed independent under NASDAQ and SEC rules |
| Board leadership structure | Separate Chair and CEO roles; independent oversight via executive sessions |
| Clawback policy | Adopted Aug 17, 2023; Rule 10D-1/Nasdaq 5608 compliant; applies to executives for restatements |
Fixed Compensation (Director)
| Name | Fees Earned (Cash, $) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gary D. Whitcomb (2024) | 43,650 | 24,229 | 67,879 |
| Fee Schedule (Monthly) | Amount (USD) |
|---|---|
| Non-employee director monthly cash retainer | 4,000 |
| Nominating & Corporate Governance Committee Chair monthly fee | 4,250 |
| Audit/Compensation Committee Chair monthly fee | 4,500 |
Notes:
- Director stock awards are granted at Compensation Committee discretion (no formula disclosed) .
Performance Compensation (Director)
| Element | Disclosure |
|---|---|
| Performance metrics tied to director equity | Not disclosed (stock awards at committee discretion) |
| Vesting schedules for director equity | Not disclosed for directors in proxy |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Whitcomb |
| Private/non-profit boards | Woodward Industrial Foundation; United Way; Kid’s Inc |
| Interlocks/shared directorships with competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- 30+ years in real estate brokerage and investing; local market expertise across Oklahoma/Texas footprint .
- Prior public service (Mayor/City Commissioner), aiding stakeholder engagement and regional insight .
- Independent director; committee leadership as Nominating & Governance Chair; Audit Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Gary D. Whitcomb | 5,000 | *Less than 1% |
| Ownership Alignment Indicators | Status |
|---|---|
| Options held (exercisable/unexercisable) | None disclosed for Whitcomb |
| Pledging/hedging of company stock | No pledging disclosure for Whitcomb; pledging noted for certain executives only |
| Section 16(a) compliance | Company reports timely filings in 2023 based on review |
| Director ownership guidelines | Not disclosed in proxy |
Shareholder Voting Signals
| Director Election (May 15, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Gary D. Whitcomb | 7,873,195 | 386,432 | 4,687 | 624,470 |
| William M. Buergler (reference) | 8,218,518 | 31,502 | 14,294 | 624,470 |
| Advisory Vote on NEO Compensation (May 15, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Say-on-Pay | 8,024,663 | 214,821 | 24,830 | 624,470 |
- RED FLAG: Whitcomb received a materially higher “AGAINST” vote count (386,432) than other nominees such as Buergler (31,502), signaling potential investor concern around his candidacy or profile .
Related Party Transactions and Conflicts
| Transaction | Counterparty | 2024 Amount | Whitcomb Involvement |
|---|---|---|---|
| Branch lease (Woodward, OK) | Haines Realty Investments Co., LLC | 154,953.36 | None disclosed |
| Office space lease (Class A, ~8,500 sf) | Central Park On Lincoln, LLC | 130,941.31 | None disclosed |
| Ordinary banking relationships (loans/deposits) with directors/families | Various | Not quantified; risk-normal terms asserted | No Whitcomb-specific transaction disclosed |
Policies:
- Board-level related party transaction policy; Regulation O/W compliance; approvals required; no related-party loans flagged as problem as of proxy date .
Governance Assessment
- Committee effectiveness: As Nominating & Governance Chair, Whitcomb oversees director selection, governance guideline development, board/management evaluations, committee membership recommendations, and succession planning—central to board quality and sustainability .
- Independence & engagement: Board affirmed Whitcomb’s independence; >75% attendance threshold met for all directors in 2024; full Annual Meeting attendance; independent executive sessions conducted (2x in 2024) under Audit Chair leadership .
- Compensation alignment (director): Modest cash retainer with incremental chair fee; equity grants at committee discretion; no disclosed performance metrics/vesting terms for director equity—neutral to mildly negative for pay-for-performance optics at the board level .
- Ownership alignment: Whitcomb beneficially owns 5,000 shares (<1%); no pledging disclosed—clean alignment profile relative to executives with pledges .
- Shareholder sentiment: Elevated “AGAINST” votes in 2025 director election for Whitcomb vs peers is a governance signal to monitor (potential concerns could relate to profile, committee leadership positions, or local ties), though say-on-pay support remained solid overall .
- Conflicts: No Whitcomb-specific related-party transactions disclosed; material related-party leases involve Chairman Haines’ family entities, not Whitcomb .
Overall: Whitcomb brings deep local real estate expertise and governance leadership as Nominating & Governance Chair with affirmed independence and adequate attendance. The 2025 vote headwind is a notable signal; continued investor engagement and transparency around director equity structures/vesting could bolster confidence .