Kelly Harris
About Kelly Harris
Kelly J. Harris is Executive Vice President and Chief Financial Officer of Bank7 Corp., having joined the Bank in 2012 as Controller, becoming Vice President and CFO in 2015, Senior Vice President and CFO in 2018, and EVP & CFO in 2021. Age 45 in the 2025 proxy, Harris is a licensed CPA with an MBA from Northwestern University’s Kellogg School, a B.S. in Accounting (University of Central Oklahoma), and a B.A. in Sociology (University of Oklahoma) . He previously worked in tax and audit at Cole & Reed P.C. and serves in community roles including Vice President of Health Alliance for the Uninsured; he is a member of the AICPA and the Oklahoma Society of CPAs . Company performance during his tenure shows net income rising to $45.7M in FY2024, with cumulative TSR value of $219.20 on a $100 initial investment since December 31, 2021 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank7 Corp. | Controller; Vice President & CFO; Senior Vice President & CFO; Executive Vice President & CFO | Joined 2012; CFO in 2015; SVP CFO 2018; EVP CFO 2021 | Progression to principal financial officer responsible for financial reporting, controls, and capital planning |
| Cole & Reed P.C. | Tax and Audit | Pre-2012 | Foundation in public accounting, audit, and tax disciplines supporting CFO responsibilities |
External Roles
| Organization | Role | Years |
|---|---|---|
| Health Alliance for the Uninsured | Vice President (was Treasurer earlier) | Current role noted in 2024–2025 proxies; prior Treasurer in earlier filings |
| AICPA | Member | Ongoing |
| Oklahoma Society of CPAs | Member | Ongoing |
Fixed Compensation
- CFO-specific base salary, target bonus, and actual bonus are not disclosed in the 2024–2025 proxies; named executive compensation tables cover Chairman Haines, CEO Travis, and CCO Estes only .
- Program design: executives are compensated through base, discretionary cash bonuses, and long-term equity incentives; perquisites include automobile and cell phone allowances, country club memberships, and 401(k) matching, with executives participating on the same terms as employees .
Performance Compensation
Company long-term incentive (LTI) program structure (used for named executives; CFO participates in the 2018 Plan but CFO-specific targets/weighting not disclosed):
| Metric | Weighting (CEO/PEO example) | Determination Basis | Vesting |
|---|---|---|---|
| ROA top quartile vs peers | 27% (CEO); 20% (CCO) | 3-year average, assessed for 2022–2024 (2025 awards) / 2021–2023 (2024 awards) | RSUs vest in equal annual installments over 3 years |
| 3-yr avg Net Charge-offs < 25 bps | 27% (CEO); 20% (CCO) | As above | As above |
| TSR > 50% of peers | 26% (CEO); 20% (CCO) | Defined as change in tangible capital plus dividends, over prior year | As above |
| Discretionary additional LTI | Up to 30% (CEO); 15% (CCO) | Committee discretion (may consider TSR > 75% of peers, peer changes, stock performance, M&A) | As above |
Kelly Harris RSU grants and vesting (from Form 4 explanatory notes):
| Grant Date | Original RSU Grant | Vesting Cadence | Remaining Unvested/Included RSUs (as of Sept 2–3, 2025) |
|---|---|---|---|
| Dec 17, 2021 | 4,500 RSUs | 25% annually: Dec 17, 2022, 2023, 2024, 2025 | 1,125 RSUs |
| Feb 15, 2023 | 4,038 RSUs | 33% annually: Feb 15, 2025, 2026, 2027 | 2,692 RSUs |
| Feb 15, 2024 | 4,530 RSUs | 33% annually: Feb 15, 2024, 2025, 2026 | 1,510 RSUs |
| Jul 29, 2025 | 3,573 RSUs | 33% annually: Jul 29, 2026, 2027, 2028 | 1,191 RSUs |
| Feb 15, 2025 | 9,711 RSUs | 33% annually: Feb 15, 2026, 2027, 2028 | 3,237 RSUs |
Equity Ownership & Alignment
- Beneficial ownership after September 2025 sales: 17,583 common shares directly owned; transactions on Sept 2, 2025 (1,688 shares sold at weighted avg $49.2795) and Sept 3, 2025 (3,312 shares sold at weighted avg $48.383) .
- Unvested RSU inventory and vesting schedules detailed above; no stock options were disclosed for Harris in the Form 4 notes .
- Shares outstanding were 9,448,237 at the 2025 record date; Harris’s 17,583 shares equate to approximately 0.19% ownership, indicating alignment while not concentrated risk .
- Pledging: proxies disclose pledged shares for certain executives (CEO Travis and SEVP Phillips); no pledging disclosures were noted for Harris in the proxies reviewed .
- Clawback: Bank7 adopted a Rule 10D-1 compliant clawback policy on Aug 17, 2023 covering current and former executive officers; recoupment applies to excess incentive compensation upon required restatements, regardless of fault .
Insider activity detail:
| Date | Shares Sold (A/D) | Weighted Avg Price | Common Shares After | Source |
|---|---|---|---|---|
| 2025-09-02 | 1,688 (D) | $49.2795 | 20,895 | |
| 2025-09-03 | 3,312 (D) | $48.383 | 17,583 |
Employment Terms
- CFO-specific employment agreement, severance multiples, or change-in-control cash terms were not disclosed in the proxies; employment agreements and severance for CEO Travis and CCO Estes are detailed (e.g., 3x salary and 3x average bonus for Travis; 2x for Estes), with RSU/option acceleration on death/disability/change-of-control under their award agreements . No CFO-specific severance/cash terms were identified.
- SEC certifications: Harris signs Bank7’s 10-K and 10-Q as principal financial officer, affirming controls and disclosure effectiveness, reflecting accountability for financial reporting quality .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($USD) | $29,638,000 | $28,274,696 | $45,695,795 |
| Value of $100 based on cumulative TSR | $113.73 | $125.16 | $219.20 |
Commentary: Net income and TSR improved markedly into FY2024, supporting the company’s stance that compensation actually paid aligns with performance trends, as shown in the Pay vs Performance disclosures .
Compensation Structure Analysis
- Shift toward multi-year RSU awards: Harris’s forms and company disclosures show RSU-heavy LTI with explicit vesting dates, indicating retention-oriented design and reduced option leverage risk vs stock options .
- Performance ties: While CFO-specific weights are not disclosed, the company uses ROA quartile, net charge-off thresholds, and peer-relative TSR to calibrate LTI awards for named executives and administers awards via the 2018 Equity Incentive Plan .
- Clawback adoption: The 2023 clawback policy materially strengthens pay-for-performance alignment and recourse on restatements for all covered executives, including the CFO .
Risk Indicators & Red Flags
- Insider selling: Modest sales in September 2025 at ~$48–49 per share; residual common holdings and sizable unvested RSUs mitigate near-term selling pressure from Harris specifically .
- Pledging/hedging: No pledging disclosed for Harris; pledging by other executives (e.g., Travis, Phillips) is a governance consideration but not CFO-specific .
- Clawback policy and insider trading policy are in place, reducing governance risk and aligning with Nasdaq/SEC requirements .
- Related party transactions: Disclosures relate to the Chairman’s family entities (leases) and family employment; no CFO-specific related party issues identified .
Equity Ownership Guidelines
- The proxies reviewed do not disclose explicit executive stock ownership guidelines or compliance status; insider trading and clawback policies are disclosed . No CFO guideline compliance data was found.
Employment Contracts, Severance, and Change-of-Control Economics
- CFO-specific cash severance terms were not disclosed; the company’s RSU/option acceleration provisions for named executives indicate equity acceleration on death/disability/change-of-control; the 2018 Plan gives the Compensation Committee broad discretion over award terms and vesting .
Investment Implications
- Alignment: Harris holds common shares and layered RSU grants with multi-year vesting, alongside a company-wide clawback; this indicates strong retention incentives and pay-performance alignment under ROA, credit quality, and peer-relative TSR frameworks .
- Selling pressure: The September 2025 sales were small relative to total ownership and outstanding RSUs, suggesting limited near-term pressure from the CFO, though monitoring future Form 4s remains prudent .
- Retention risk: Absence of disclosed CFO-specific severance economics creates uncertainty on cash protections; however, substantial unvested RSUs and a broad 2018 plan design provide meaningful retention hooks .
- Execution risk: As principal financial officer, Harris’s repeated SEC certifications underscore accountability for controls and reporting; performance improvement and TSR trajectory in FY2024 support confidence in financial execution, but banking macro risks (rates, credit) warrant continued oversight .