John Phillips
About John Phillips
John T. “J.T.” Phillips, age 55, is Director, Senior Executive Vice President, Chief Operating Officer and Secretary of Bank7 Corp., serving on the board since 2004; prior roles include President of the Company (2004–2018) and CFO of Bank7 (2004–2015). He holds a B.S. in Finance/Accounting from Southwestern Oklahoma State University and has also served as CFO of Haines Capital Group since 2003 . Bank7’s performance context: net income rose from $29.64M (FY22) to $45.70M (FY24), and cumulative TSR for $100 invested at 12/31/21 reached $219.20 by 12/31/24, aligning pay and performance frameworks company‑wide .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | 29,637,743 | 28,274,696 | 45,695,795 |
| Revenues ($) | 2,939,000 | 9,242,000* | 11,254,000 |
| TSR ($100 start at 12/31/21) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company cumulative TSR ($) | 113.73 | 125.16 | 219.20 |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank7 Corp. | President (Company) | 2004–2018 | Led corporate development through IPO era; helped establish strategic direction . |
| Bank7 (subsidiary) | Chief Financial Officer | 2004–2015 | Built finance function and controls during growth; supported credit and capital allocation . |
| Bank7 Corp. | Senior Executive Vice President; COO (Company) | 2018–present | Oversees operations and execution of strategy across key business areas . |
| Bank7 Corp. | Secretary (Corporate Secretary) | 2004–present | Corporate governance administration and board processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Haines Capital Group, LLC | Chief Financial Officer | 2003–present | Family office CFO; cross‑industry financial leadership (real estate, aviation, energy) . |
| Various privately held affiliates | Executive and Director | N/A | Operational and financial leadership across construction, real estate, ranching, aerospace, aviation, energy, finance . |
Fixed Compensation
- Not disclosed for Mr. Phillips in the proxy, as he is not listed among named executive officers (NEOs). 2024/2025 NEOs were William B. Haines (Chair), Thomas L. Travis (CEO), and Jason E. Estes (CCO) .
Performance Compensation
- Company framework (applies to NEOs under 2018 Equity Incentive Plan; not specifically disclosed for Mr. Phillips):
- Annual cash bonuses: discretionary, based primarily on ROA and ROTCE, with a company bonus pool allocated by performance .
- Long-term equity: RSUs vest over 3 years (equal annual tranches), with performance weighting on ROA (top quartile), 3‑year average net charge‑offs (<25 bps), and TSR >50% of peers; Committee has positive/negative discretion and may add incremental awards for exceptional TSR (>75% of peers) or other factors .
- Plan administration and change‑in‑control determinations handled by Compensation Committee under the 2018 Plan .
| Metric (Company LTI Design for NEOs) | Weighting / Terms | Vesting |
|---|---|---|
| ROA top quartile (3‑yr avg) | 20–27% of award potential | RSUs vest 33% p.a. over 3 years . |
| 3‑yr avg Net Charge‑offs <25 bps | 20–27% of award potential | RSUs vest 33% p.a. over 3 years . |
| TSR > 50% of peers (3‑yr avg) | 20–26% of award potential | RSUs vest 33% p.a. over 3 years . |
| Committee discretion | Up to +15–30% add‑on potential | As granted under plan . |
Note: Clawback policy (Rule 10D‑1 compliant) covers current/former executive officers and mandates recoupment of excess incentive compensation upon an accounting restatement over a three‑year lookback; “no‑fault” recovery and no indemnification permitted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 234,226 shares (2.48% of outstanding) . |
| Exercisable options (within 60 days) | 5,000 shares included in beneficial ownership total . |
| Ownership vehicle | Trustee of the John T. Phillips Revocable Trust (owns 229,000 common shares) . |
| Pledging | All trust shares are pledged to secure a loan used to pay income taxes on a 2019 stock grant (RED FLAG: potential forced‑sale risk) . |
| Hedging | Insider Trading Policy disclosed; specific hedging prohibitions not detailed in proxy . |
| Ownership guidelines | Not disclosed for executives in the proxies reviewed. |
Multi‑year trend (context):
- 2024: 240,845 shares (2.60%); included 23,750 options exercisable within 60 days; all trust shares pledged (2019 tax loan) .
- 2023: 252,801 shares (2.76%); 22,500 options exercisable within 60 days; all trust shares pledged (2019 tax loan) .
Employment Terms
- Employment agreement details for Mr. Phillips are not disclosed in the proxies reviewed. Employment agreements with severance/change‑in‑control economics were disclosed only for Mr. Travis (3x salary and average bonus; lump‑sum; double‑trigger includes termination following a change of control) and Mr. Estes (2x) .
- Award agreements (as described for NEOs) provide accelerated vesting of unvested RSUs and stock options upon death, disability, or immediately prior to a change‑in‑control; applicability to Mr. Phillips is not specifically disclosed .
Board Governance
- Board tenure and role: Director since 2004; not independent due to executive officer status .
- Committees: Audit, Compensation, and Nominating/Corporate Governance committees are fully independent; Mr. Phillips is not listed as a committee member .
- Attendance: The Board met 10 times in 2024; each director attended >75% of meetings; all directors attended the 2024 annual meeting .
- Leadership structure: Roles of Chair (William B. Haines) and CEO (Thomas L. Travis) are separated; executive sessions of independent directors are held and chaired by the Audit Committee Chair .
- Controlled company: Haines Family Trusts control a majority of voting power; company follows Nasdaq controlled company framework while maintaining committee independence .
Compensation Structure Observations (company-level context)
- Mix and trends: Shift towards formalized RSU‑based LTI tied to ROA/NCO/TSR metrics beginning 2023–2025; plan emphasizes multi‑year vesting and retention; Chairman excluded from LTI due to family control .
- Consultant: The Hunt Financial Group engaged to benchmark and design executive compensation .
- Clawback: Strong “no‑fault” clawback under Nasdaq 5608; enhances alignment on financial reporting quality .
Related Party and Independence Considerations
- Pledging: Mr. Phillips’ trust shares are fully pledged; along with pledges by other insiders historically, this may elevate technical selling pressure risk if collateral requirements tighten .
- Ordinary course related party transactions involve entities affiliated with the Chair’s family (e.g., leases), approved under policy and claimed to be on market terms; no specific transactions disclosed as involving Mr. Phillips personally .
Performance & Track Record (Company context during recent years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | 29,637,743 | 28,274,696 | 45,695,795 |
- Compensation Actually Paid vs TSR and net income are portrayed as generally aligned in the company’s pay‑versus‑performance disclosure .
- Cumulative TSR for $100 invested at 12/31/21 grew to $219.20 by 12/31/24 .
Director Service, Independence, and Dual‑Role Implications
- Board service history: Director since 2004; concurrent senior executive roles (SEVP/COO/Secretary). Independence: not independent per Nasdaq rules because he is an executive officer .
- Committee roles: None disclosed; independent directors populate the Audit, Compensation, and Nominating committees .
- Dual‑role implications: While the Company separates Chair and CEO and holds independent executive sessions, Mr. Phillips’ dual role (director + senior executive) reduces independent representation on the full Board; mitigants include independent committees and controlled company disclosures .
Investment Implications
- Alignment positives: Long‑term equity with explicit ROA/NCO/TSR metrics, Rule 10D‑1 clawback, and independent committee oversight support alignment and risk control at the company level .
- Key red flag: Mr. Phillips has pledged all trust‑held shares used to cover taxes on a 2019 grant, introducing collateral/forced‑sale risk during market stress; this is a non‑trivial overhang for insider selling pressure analysis .
- Governance structure: Controlled company with concentrated family ownership and three executives (Chair, CEO, COO) on the Board; although committees are independent and leadership roles are separated, investors typically apply a governance discount in such structures .
- Performance context: Net income growth in 2024 and strong cumulative TSR since 2021 strengthen pay‑for‑performance signaling; sustained delivery on ROA/credit quality and TSR vs peers remains the critical LTI lever .
S&P Global disclaimer: FY2023 revenue marked with an asterisk was retrieved from S&P Global.