Jason Estes
About Jason Estes
Jason E. Estes, age 46, is Executive Vice President and Chief Credit Officer of Bank7 Corp. and President and Chief Credit Officer of Bank7 (the bank subsidiary). He joined in 2016, became CCO in 2018, and was named President of the Bank in 2022. He holds a B.B.A. in Finance (University of Central Oklahoma) and an A.S. (Northern Oklahoma College) and has 22 years of banking experience . Company performance context includes improving total shareholder return (TSR) index values and net income over 2022–2024, used in “Pay versus Performance” disclosures .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR Index (Value of $100) | $113.73 | $125.16 | $219.20 |
| Net Income ($) | $29,637,743 | $28,274,696 | $45,695,795 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank7 (Bank) | Executive Vice President & Commercial Loan Manager | 2016–2018 | Led commercial lending function |
| Bank7 (Company & Bank) | Chief Credit Officer | 2018–present | Leads credit risk management |
| Bank7 (Bank) | President | 2022–present | Operational leadership of the bank |
| IBC Bank–Oklahoma | Executive Vice President & Commercial Lending Manager | 2014–2016 | Managed commercial lending |
| IBC Bank–Oklahoma | Officer | 2004–2014 | Various officer roles in banking |
| Local Oklahoma Bank | Banking roles | 2001–2004 | Early-career credit/lending experience |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Perquisites (included in Other) ($) | 401(k) Match (included in Other) ($) | Life Insurance (included in Other) ($) |
|---|---|---|---|---|---|
| 2023 | 383,654 | 29,214 | — | — | — |
| 2024 | 442,692 | 32,529 | 14,469 | 17,250 | 810 |
Notes:
- 2024 base salary was increased during Q1 and Q3 by $40,000 and $50,000, respectively .
- Employment agreement (Mar 2022) set Estes’ base salary at $475,000, subject to increase upon annual review .
Performance Compensation
Annual Cash Bonus (Short-Term Incentive)
| Year | Max STI as % of Salary | Bonus Paid ($) | Determination Approach |
|---|---|---|---|
| 2023 | 75% | 138,600 | Discretionary, considering company performance (incl. ROA, ROTCE) and other factors |
| 2024 | 75% | 356,250 | Discretionary, considering company performance (incl. ROA, ROTCE) and other factors |
Long-Term Incentive (Equity) – 2025 Design and Metrics
| Metric | Weighting | Target Definition | Vesting |
|---|---|---|---|
| ROA top quartile | 20% | Top quartile ROA (3-year average: 2022–2024) | RSUs vest 3 years, equal annual installments |
| 3-yr Avg Net Charge-offs | 20% | Less than 25 bps (3-year average: 2022–2024) | RSUs vest 3 years, equal annual installments |
| TSR vs Peers | 20% | TSR > 50% of peers (3-year average: 2022–2024) | RSUs vest 3 years, equal annual installments |
| Base Potential LTI Award | 60% of salary | Determined by performance vs metrics | RSUs vest 3 years, equal annual installments |
| Additional Potential LTI Award | 15% of salary (discretionary) | Committee discretion (e.g., TSR > 75% of peers, peer group changes, stock performance, M&A) | RSUs vest 3 years, equal annual installments |
Recent Equity Grants (Estes)
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting Cadence |
|---|---|---|---|---|
| 2/14/2023 | RSUs | 5,872 | Included in 2023 stock awards $262,478 | 33% per year beginning 1st anniversary |
| 2/15/2024 | RSUs | 7,647 | Included in 2024 stock awards $211,745 | 33% per year beginning 1st anniversary |
Equity Ownership & Alignment
Beneficial Ownership (record dates per proxies)
| Holder | 2023 Shares | 2024 Shares | 2025 Shares | Ownership % |
|---|---|---|---|---|
| Jason E. Estes | 86,803 | 70,749 | 64,582 | <1% in each year |
- Presently exercisable options included in 2025 beneficial ownership: 1,250 shares within 60 days of Mar 20, 2025 .
- Pledging: Estes pledged 44,953 shares in 2023 to secure a loan for taxes on a 2019 grant . 2025 footnotes disclose pledging for other executives (Travis, Phillips) but do not note any pledge for Estes .
Outstanding Equity (Unvested) at 12/31/2024
| Grant Date | Instrument | Unvested Units | Market Value at 12/31/24 ($46.66) |
|---|---|---|---|
| 1/6/2020 | RSUs (20%/yr) | 800 | 37,328 |
| 1/4/2021 | RSUs (25%/yr) | 1,250 | 58,325 |
| 12/17/2021 | RSUs (25%/yr) | 1,875 | 87,487 |
| 2/14/2023 | RSUs (33%/yr) | 5,872 | 273,987 |
| 2/15/2024 | RSUs (33%/yr) | 7,647 | 356,809 |
| 1/4/2021 | Stock Options | 1,250 unexercisable; $14.39 strike; exp. 1/4/2031 | — |
Notes:
- Option vesting: 25% per year starting on 1st anniversary .
Employment Terms
| Item | Detail |
|---|---|
| Agreement Date | March 2022; initial 2-year term; auto-renews for successive 1-year periods unless either party gives notice 180 days before expiration |
| Base Salary | $475,000 (Estes) under agreement; subject to increase upon annual review |
| Severance (No Cause / Good Reason, including post-CoC termination) | Lump-sum within 30 days: (i) accrued amounts through termination, plus (ii) 2x base salary, plus (iii) 2x average annual bonus over previous 3 years; as of 12/31/2024, estimated at $1,551,567 |
| Equity Acceleration (single-trigger) | All unvested RSUs and stock options vest upon death, disability, or immediately prior to a Change in Control |
| Clawback | Board-adopted no-fault clawback policy on Aug 17, 2023; applies to current/former executive officers; covers incentive compensation tied to financial reporting measures; recovers excess incentive compensation for the 3 completed fiscal years preceding a restatement; no indemnification permitted |
| Insider Trading Policy | Company policy governs trading; posted on IR website |
Say-on-Pay and Shareholder Feedback
| Meeting Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 | Advisory vote to approve 2023 NEO compensation | 7,825,038 | 93,458 | 6,955 | 775,556 |
| 2025 | Advisory vote to approve 2024 NEO compensation | 8,024,663 | 214,821 | 24,830 | 624,470 |
| 2025 | Advisory vote on frequency of say-on-pay (from 2024 meeting) | “One Year” selected (7,842,417 votes) | — | — | — |
Compensation Structure Notes and Trends
- 2024 compensation mix for Estes: Salary $442,692; Bonus $356,250; Stock awards $211,745; Other $32,529 .
- Committee retained Hunt Financial Group (banking compensation specialist) to inform design; mix includes base, discretionary cash bonus, and LTI equity; Chairman does not participate in LTI given family ownership concentration .
- 2025 LTI metrics introduce explicit formulaic weights for ROA quartile, 3-year net charge-offs, and relative TSR, with 3-year ratable vesting—shifting emphasis to multi-year outcomes and retention .
Investment Implications
- Pay-for-performance alignment: The 2025 LTI framework ties 60% of salary base opportunity to ROA, net charge-offs, and relative TSR with 3-year vesting, enhancing alignment with credit quality and shareholder returns .
- Retention and selling pressure: Significant unvested RSUs across multiple grant years with staggered vesting (2020–2024 grants) and an outstanding 2031 option suggest ongoing retention hooks and may temper near-term selling pressure .
- Change-of-control economics: Equity vests on a single-trigger at change-in-control, while cash severance requires termination without cause/for good reason (double-trigger), balancing executive protection with transaction alignment; Estes’ estimated severance was $1.55 million at year-end 2024 .
- Ownership and pledging: Estes holds <1% with 64,582 shares as of the 2025 record date and had a prior pledge of 44,953 shares disclosed in 2023; 2025 footnotes do not note a pledge for Estes, but ongoing monitoring of pledging is warranted given broader pledging by other insiders .
- Governance safeguards: A no-fault clawback covering three fiscal years and a published insider trading policy mitigate misconduct risk and reinforce compensation discipline tied to reported results .
Appendix: Additional Reference Tables
Summary Compensation Table (Estes)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 383,654 | 138,600 | 262,478 | 29,214 | 813,946 |
| 2024 | 442,692 | 356,250 | 211,745 | 32,529 | 1,043,217 |
Executive Ownership Snapshot (2025)
| Name | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Jason E. Estes | 64,582 | <1% | Includes 1,250 options exercisable within 60 days |