Michael Sanner
About J. Michael Sanner
Independent director of Bank7 Corp. (BSVN) since 2018; age 72. Former Assurance Partner at Ernst & Young LLP (retired June 2013) and began his career at Arthur Andersen LLP after earning an MBA from the University of Pennsylvania; 38+ years providing assurance services, primarily to energy companies . Currently also serves on the boards of OGE Energy Corp. and Oklahoma Gas & Electric Company, bringing deep audit and governance expertise to Bank7’s board . The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Assurance Partner | Through June 2013 (retired); prior years not specified | Led assurance for public/private companies in energy sector |
| Arthur Andersen LLP | Assurance/Audit (early career) | Post‑MBA; dates not specified | Foundational audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OGE Energy Corp. | Director | Since September 2017 | Audit Committee Chair; Nominating & Corporate Governance Committee member |
| Oklahoma Gas & Electric Company (subsidiary of OGE) | Director | Since September 2017 | Audit Committee Chair; Nominating & Corporate Governance Committee member (current) |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair .
- Independence: Board determined Sanner is independent; Audit and Compensation Committees composed solely of independent directors .
- Attendance and engagement: Board met 10 times in 2024; each director attended >75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Two independent‑director executive sessions in 2024, presided over by the Audit Committee Chair (an independent director) .
- Leadership structure: Chair and CEO roles are separated at Bank7 .
| Committee | Sanner’s Role | 2024 Meetings | Independence Standard Satisfied |
|---|---|---|---|
| Audit Committee | Member | 5 | Yes (Nasdaq and SEC heightened standards) |
| Compensation Committee | Chair | 3 | Yes (Nasdaq heightened standards) |
| Nominating & Corporate Governance | Not listed as member | 2 | Committee independent (Nasdaq) |
Fixed Compensation (Director)
| Element | Policy/Amount | Notes |
|---|---|---|
| Base retainer (non‑employee directors) | $4,000 per month | Cash retainer |
| Chair – Nominating & Corporate Governance | $4,250 per month | Cash retainer |
| Chair – Audit or Compensation | $4,500 per month | Cash retainer |
| Stock awards (directors) | Discretionary by Compensation Committee | Equity; grant details not itemized for directors |
| 2024 Director Compensation (Sanner) | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 46,650 |
| Stock Awards (grant-date fair value) | 27,690 |
| Total | 74,340 |
Performance Compensation (Director)
| Feature | Disclosed? | Notes |
|---|---|---|
| Performance‑conditioned equity metrics for directors | No | Director stock awards are discretionary; no performance metrics disclosed for director grants |
| Meeting fees | Not disclosed | Compensation table and policy specify monthly retainers and chair retainers; no meeting fees listed |
Note: Executive long‑term incentive metrics (ROA, net charge‑offs, TSR) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| OGE Energy Corp. | Utilities | Director; Audit Chair; Nominating & Corporate Governance member | No Bank7‑related conflict disclosed |
| Oklahoma Gas & Electric Company | Regulated utility (subsidiary) | Director; Audit Chair; Nominating & Corporate Governance member | No Bank7‑related conflict disclosed |
Expertise & Qualifications
- Extensive audit/assurance leadership (EY partner; Arthur Andersen alumnus) with sector focus in energy; enhances oversight of financial reporting and risk .
- Active public‑company governance experience as OGE audit chair; brings best practices to Bank7’s Compensation and Audit committees .
- Board affirms he and all committee members meet independence requirements, with Audit/Comp committees meeting heightened standards .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| J. Michael Sanner | 8,875 | <1% (asterisked by company) | Co‑trustee of the J. Michael Sanner Revocable Trust holding 4,000 shares |
- Pledging/hedging: No pledging disclosed for Sanner; pledges disclosed for certain executives (context) do not involve Sanner .
- Section 16 compliance: Company states all required insider filings were timely for the covered period .
Governance Assessment
-
Positives
- Independent director; chairs Compensation Committee and serves on Audit Committee—positions aligned with his audit background and governance expertise .
- Attendance and engagement appear adequate (each director >75%); participation in a board with regular independent executive sessions .
- Additional governance strength from company‑wide clawback policy compliant with SEC/Nasdaq (adopted Aug 17, 2023) .
-
Context/Risks to monitor
- Ownership alignment: beneficial ownership is <1%—typical for outside directors but modest absolute “skin‑in‑the‑game” .
- Time commitments: concurrent service as audit chair and director at OGE and OG&E increases workload; no Bank7‑specific conflicts disclosed, but monitor for overboarding concerns relative to committee chair duties at Bank7 .
- Company‑level related‑party transactions and family control exist (leases, employment) though none involve Sanner directly; continue to assess independence safeguards and committee oversight rigor .
-
RED FLAGS
- None disclosed specific to Sanner: no related‑party transactions, no pledge/hedge disclosures, and independence affirmed .
Additional Reference Points (Company Governance Environment)
- Board met 10 times (2024); Audit (5), Compensation (3), Nominating & Corporate Governance (2) .
- Executive sessions of independent directors held twice in 2024 .
- Leadership separation (Chairman ≠ CEO) .
- Audit Committee report signed by members including Sanner (evidences active oversight) .