Henry Litchfield
About Henry Litchfield
Henry C. Litchfield, age 37, serves as Vice President and General Counsel of Bank7 Corp. (BSVN). He joined the Bank in 2014, progressing from Loan Documentation Counsel to Vice President and Legal Counsel in 2016, and was appointed VP and General Counsel of the Company in 2019. He holds a J.D. magna cum laude from Tulane University Law School and a B.A. in Economics from Sewanee: The University of the South . During his tenure as General Counsel, company-level performance disclosed in the 2025 proxy shows Net Income of $45.70M in 2024 (vs. $28.27M in 2023 and $29.64M in 2022) and cumulative TSR value of an initial $100 improving to $219.20 in 2024 (vs. $125.16 in 2023 and $113.73 in 2022) .
| Company Performance Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($) | $29,637,743 | $28,274,696 | $45,695,795 |
| Value of Initial Fixed $100 Based on TSR | $113.73 | $125.16 | $219.20 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Oklahoma Tax Commission | Assistant General Counsel | Not disclosed | Not disclosed in company filings |
External Roles
No public company directorships or external board roles for Mr. Litchfield were disclosed in the company’s proxies reviewed .
Fixed Compensation
- Individual compensation elements (base salary, target bonus, actual bonus, perquisites) for Mr. Litchfield are not disclosed; he is not listed as a Named Executive Officer (NEO) in recent proxies .
- Company framework for NEOs (context for executive pay structure): base salary, discretionary cash bonuses, and long-term incentive (LTI) equity awards under the 2018 Equity Incentive Plan; perquisites include automobile and cell phone allowances, and country club membership fees .
- For context, the 2024 program affirmed the mix of base salary, discretionary bonus (based on overall assessment including ROA/ROTCE), and multi-year vesting RSUs; Chairman does not participate in LTI given controlling family ownership .
Performance Compensation
Company LTI design (applies to NEOs; specific participation for Mr. Litchfield is not disclosed):
- Awards in 2025: RSUs vesting over 3 years in equal annual installments, with performance assessment based on 3-year average ROA (top quartile), 3-year average Net Charge-Offs (<25 bps), and TSR vs peers (>50%), plus discretionary overlay for exceptional outcomes (e.g., TSR >75% of peers) .
- Standard vesting conventions observed in proxies for outstanding RSUs: 20%, 25%, or 33% per year depending on grant cohort; options vest 25% per year starting on first anniversary (illustrated for NEOs) .
| Metric | Weighting (PEO LTI) | Weighting (Other NEO) | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| ROA – top quartile | 27% | 20% | Not disclosed | Not disclosed | Not disclosed | 3-year, equal installments |
| 3-yr Avg Net Charge-Offs <25 bps | 27% | 20% | Not disclosed | Not disclosed | Not disclosed | 3-year, equal installments |
| TSR >50% of peers | 26% | 20% | Not disclosed | Not disclosed | Not disclosed | 3-year, equal installments |
| Discretionary (e.g., TSR >75% peers) | Up to +30% | Up to +15% | Not disclosed | Not disclosed | Not disclosed | 3-year, equal installments |
Note: The table reflects disclosed program architecture for NEOs; the company does not disclose targets, results, or payouts by metric, nor does it disclose Mr. Litchfield’s participation/awards in these programs .
Equity Ownership & Alignment
- Individual beneficial ownership for Mr. Litchfield is not broken out in the “Common Stock Owned by Directors and Executive Officers” tables; only directors and NEOs are itemized. The group total (all directors and executive officers) was 2,449,593 shares (25.81%) as of March 20, 2025 .
- Pledging (leadership context): Thomas L. Travis (PEO) has pledged 100,000 unrestricted shares (2025) ; prior proxy noted all of his shares were pledged (2024), indicating reduced pledging year over year . John T. Phillips’ shares remained pledged (2025) . No pledging disclosures were made for Mr. Litchfield .
Employment Terms
- No individualized employment agreement, severance, or change-in-control provisions are disclosed for Mr. Litchfield in the filings reviewed .
- Plan-level acceleration: Restricted Stock Units and stock options for participants (e.g., NEOs) vest in full upon death, disability, or immediately prior to a “Change in Control” as defined (beneficial owner >=50%, sale of substantially all assets, board turnover, or certain mergers), per award agreements .
- Clawback: Employment agreements for senior executives include Dodd-Frank recoupment language requiring repayment of incentive compensation as mandated; company may also adopt additional clawback arrangements applicable to all executive officers .
- Short-term incentives (context for NEOs): discretionary bonuses based on overall performance assessment (including ROA and ROTCE), informed by profitability and market/regulatory context .
Investment Implications
- Alignment: Mr. Litchfield’s individual equity ownership and any pledging/hedging are not disclosed in proxies; absence of Form 4 data in filings reviewed prevents assessment of insider buying/selling pressure. Investors should monitor future proxies and Section 16 filings for clarity on his personal alignment and trading behavior .
- Incentive design (company-level): The executive pay program emphasizes multi-year metrics (ROA quartile rank, credit quality via net charge-offs, and relative TSR), which are constructive for long-term alignment; acceleration protections exist on CIC/death/disability. However, heavy discretion in short-term bonuses and limited target transparency can dilute pay-for-performance line-of-sight for non-NEO executives like Mr. Litchfield .
- Retention risk: No individualized employment agreement or severance terms for Mr. Litchfield were disclosed; while plan-based acceleration offers some protection if he holds equity awards, the lack of a disclosed contract suggests lower explicit retention economics vs. the PEO/other NEOs who have multi-year agreements and defined severance multiples .
- Governance watchpoints: Executive share pledging persists among certain senior leaders (reduced but not eliminated for the PEO), which can introduce downside risk; continued monitoring is warranted. Pay-versus-performance disclosure shows strong 2024 TSR and earnings momentum, supporting confidence in the operating model during Mr. Litchfield’s tenure as GC .
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