Tracy Dick
About Teresa L. “Tracy” Dick
Teresa L. “Tracy” Dick, age 55, has served as an independent director of Bank7 Corp. since March 2021. She is Executive Vice President, Chief Accounting Officer and Assistant Secretary of Diamondback Energy, Inc. (since Feb 2019), and previously served as Diamondback’s CFO (2017–2019), Senior Vice President and CFO (2009–2017), and Corporate Controller since joining the company in November 2007; earlier she was Controller/Tax Director at Hiland Partners. Ms. Dick holds a BBA in Accounting from the University of Northern Colorado and is a CPA, with memberships in the AICPA and the Council of Petroleum Accountants Societies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diamondback Energy, Inc. | EVP, Chief Accounting Officer & Assistant Secretary | Feb 2019–present | Senior finance leadership; public company reporting oversight |
| Diamondback Energy, Inc. | Executive Vice President & CFO | Jan 2017–Feb 2019 | Led finance function; investor reporting |
| Diamondback Energy, Inc. | Senior Vice President & CFO | Nov 2009–Jan 2017 | Built finance organization during growth |
| Diamondback Energy, Inc. | Corporate Controller | Since Nov 2007 | Established controllership processes |
| Hiland Partners (MLP) | Controller/Tax Director | Prior to Nov 2007 | Public company audit/tax experience |
External Roles
| Organization | Position | Nature | Notes |
|---|---|---|---|
| Diamondback Energy, Inc. | EVP, CAO, Assistant Secretary | Public company executive | Energy sector; deep accounting leadership |
| Professional affiliations | CPA; AICPA; COPAS | Professional membership | Credentials support audit committee competency |
Board Governance
- Independence: Board affirmatively determined Ms. Dick is independent under NASDAQ and SEC rules; she serves on committees that meet heightened independence standards .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; no chair roles disclosed .
- Attendance and engagement: The Board met 10 times in 2024 and 8 times in 2023; each director attended more than 75% of Board and relevant committee meetings; all directors attended the annual meetings in 2024 and 2023 .
- Executive sessions: Two executive sessions of independent directors were held in 2024, presided over by the Audit Committee Chair .
- Leadership structure: Chair and CEO roles are separated; the company is a “controlled company,” yet remains in full compliance with NASDAQ independence requirements .
| Committee | Role | 2024 Meeting Count | Notes |
|---|---|---|---|
| Audit Committee | Member | 5 | Chair: William M. Buergler; audit-financial expert designated; heightened independence |
| Nominating & Corporate Governance Committee | Member | 2 | Chair: Gary D. Whitcomb; oversees board evaluation and succession |
| Compensation Committee | Not a member | 3 | Independent-only composition disclosed |
Shareholder Voting Signals (2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Teresa L. “Tracy” Dick | 8,018,293 | 241,335 | 4,686 | 624,470 |
| Say-on-Pay (Advisory) | 8,024,663 | 214,821 | 24,830 | 624,470 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 32,400 | 22,350 | 54,750 |
| 2024 | 40,650 | 20,767 | 61,417 |
- Cash retainer policy (2024): Non-employee directors $4,000/month; Audit and Compensation Committee Chairs $4,500/month; Nominating & Corporate Governance Chair $4,250/month .
- Cash retainer policy (2023): Non-employee directors $2,700/month; Audit and Compensation Chairs $3,200/month; Nominating & Corporate Governance Chair $2,950/month .
Performance Compensation
- Non-employee director equity grants are discretionary; no performance-conditional metrics (e.g., ROA, TSR) are disclosed for director awards. Director stock awards are set by the Compensation Committee at its discretion .
Other Directorships & Interlocks
- No other public company directorships for Ms. Dick are disclosed in the proxy biographies; her external role is as a public company executive at Diamondback Energy (not a director) .
- No related-party transactions or business dealings involving Ms. Dick are disclosed; related-party exposures primarily involve entities affiliated with Chairman Haines (branch and office leases) and family employment arrangements .
Expertise & Qualifications
- Deep accounting and audit background; prior CFO and controller roles at a NYSE-listed energy company; CPA with relevant professional memberships .
- Competencies align with audit oversight (financial reporting, internal controls) and governance/succession responsibilities on the Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | 2024 | 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 1,250 | 2,125 |
| Ownership % of Outstanding | <1% | <1% |
| Pledged Shares (per footnotes) | None noted for Ms. Dick | None noted for Ms. Dick |
Governance Assessment
- Strengths: Independent status; dual committee service (Audit; Nominating & Corporate Governance); robust accounting expertise supportive of financial oversight; documented engagement (>75% attendance; annual meeting attendance); strong shareholder support in 2025 director election and say-on-pay .
- Alignment: Holds Company shares, albeit a small stake relative to outstanding; no pledging disclosed for Ms. Dick (contrast to pledging by certain executives) .
- Risk context: Company is a controlled company with multiple related-party transactions and family employment/leases centered on Chairman Haines; while compliant with NASDAQ rules, these arrangements elevate governance risk peripherals, though no direct conflicts are disclosed for Ms. Dick .
- Policies: Clawback policy compliant with Rule 10D-1 (applies to executive officers; not directors); insider-trading policy and Section 16(a) reporting compliance noted for the evaluated period .
RED FLAGS to monitor
- Controlled company dynamics and related-party transactions with Haines-affiliated entities, which are disclosed as market-based but warrant ongoing independent director scrutiny .
- Concentrated ownership among Haines Family Trusts (49.42% as of 12/31/2024), which can limit minority shareholder influence despite independent committees .