William Haines
About William B. “Brad” Haines
Founder and Chairman of Bank7 Corp. and Bank7, director since 2004; previously served as Chief Executive Officer of the Bank from 2004–2014. Age 75; long-time operator of Haines Capital Group, LLC (founded 1999) and various private companies in construction, real estate, ranching, aerospace, aviation, energy, and finance . During his oversight period, the company’s cumulative TSR rose to $219.20 on a $100 base over 2021–2024 and net income increased from $29.6M (2022) to $45.7M (2024), indicating strong value creation alignment in recent years . Principal shareholders (Haines Family Trusts) and insiders held ~55.99% at the 2025 record date, highlighting governance considerations from concentrated ownership .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bank7 Corp. | Chairman of the Board | 2004–present | Founder and long-tenured chair guiding strategy and board oversight |
| Bank7 (Bank subsidiary) | Chief Executive Officer | 2004–2014 | Led Bank operations and growth in core markets |
| Haines Capital Group, LLC | Owner and CEO | 1999–present | Family office overseeing investments in real estate, aviation, energy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various private companies (construction, real estate, ranching, aerospace, aviation, energy, finance) | Owner/Operator | — | Multi-industry operating experience and capital allocation perspective |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Other Compensation ($) | Total Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 684,615 | 637,500 | — | 44,106 | 1,366,221 |
| 2023 | 550,000 | 242,000 | — | 36,963 | 828,963 |
- Base salary adjustments: increased twice in 2024 (+$100,000 in Q1 and +$100,000 in Q3) to maintain market competitiveness per Compensation Committee review .
- Perquisites (2024): automobile and cell phone allowances and country club membership ($21,912), 401(k) match ($17,250), life insurance premiums ($4,944) .
- Bonus determination: discretionary cash bonus tied to overall company performance, with consideration of ROA, ROTCE, market/regulatory factors, and a profitability-funded bonus pool .
Performance Compensation
| Type | Metric | Weighting | Target | Actual | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus (cash) | ROA, ROTCE, profitability and qualitative factors | Committee discretion | Not disclosed | Committee assessment of 2024 performance | 637,500 (2024) | Cash; immediate |
| Long-Term Incentive (equity) | — | — | — | — | — | — |
- Haines does not participate in the long-term incentive equity program given significant family ownership; LTI for other NEOs is RSUs vesting over 3 years with metrics including ROA top quartile, 3-year average net charge-offs <25 bps, and TSR relative to peers .
Equity Ownership & Alignment
| Holder/Vehicle | Shares Beneficially Owned | % of Shares Outstanding | Nature | Pledging/Hedging |
|---|---|---|---|---|
| William B. Haines Financial Services Trust | 1,778,701 | 18.83% | Haines as trustee; Chairman and founder | No pledging disclosed in ownership table footnotes for Haines |
| Haines Family Trusts (group) | 4,640,429 | 49.42% | Group Schedule 13D; concentrated control | Not disclosed |
| Directors and executive officers (13) | 2,449,593 | 25.81% | Aggregate insider ownership | Not disclosed |
- Clawback Policy: Adopted Aug 17, 2023; “no-fault” recoupment of excess incentive compensation tied to financial reporting measures for the prior 3 fiscal years upon a required restatement; no indemnification allowed .
- Insider pledging context: Footnotes disclose pledging by other executives (e.g., Travis 100,000 shares; Phillips trust shares), but no pledging is noted for Haines in the proxy’s ownership table .
Employment Terms
| Item | Disclosure for Haines |
|---|---|
| Employment Agreement | Not discussed for Haines; agreements disclosed for Travis and Estes only |
| Severance | Not disclosed for Haines; Travis: 3x salary + 3x avg bonus; Estes: 2x salary + 2x avg bonus (plus accrued) |
| Change of Control | RSU/option agreements for participants provide accelerated vesting on death, disability, or Change in Control; Haines not a participant in LTI |
| Non-compete/Non-solicit | Not disclosed for Haines |
| Ownership Guidelines | Not disclosed |
| Clawbacks | Company-wide clawback policy applies to current/former executive officers |
Board Governance
- Role and tenure: Chairman since 2004; founder and long-standing director .
- Independence: Not independent due to executive officer status; majority of the board is independent .
- Leadership structure: Roles of Chairman and CEO are separated to mitigate conflicts; Chairman sets board agenda and facilitates communication among independent directors .
- Committees: Audit, Compensation, and Nominating/Corporate Governance comprised of independent directors; Haines is not listed as a committee member .
- Executive sessions: Two held in 2024, presided over by Audit Committee chair .
- Board meeting cadence and attendance: Board met 10 times in 2024; each director attended >75% of assigned meetings; all directors attended the 2024 Annual Meeting .
Related Party Transactions (Governance Red Flags)
- Branch lease: Woodward, Oklahoma branch leased from Haines Realty Investments Co., LLC (managed by Haines); 2024 payments totaled $154,953.36; terms represented as consistent with market .
- Office space lease: ~8,500 s.f. Class A office from Central Park On Lincoln, LLC (managed by Haines); 2024 payments totaled $130,941.31; terms represented as market .
- Family employment: Brother (Douglas A. Haines) employed as Regional President; 2024 compensation $429,558; participates in broad-based benefits .
Company Performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | 2,939,000 | 9,242,000* | 11,254,000 |
| Net Income ($USD) | 29,638,000 | 28,275,000 | 45,698,000 |
| Cash from Operations ($USD) | 39,714,000 | 49,125,000 | 55,046,000 |
- Values retrieved from S&P Global.
- Pay vs Performance: Company reported compensation actually paid tracking with cumulative TSR ($219.20 at YE 2024) and net income trajectory, supporting alignment between realized pay and performance outcomes .
Risk Indicators & Red Flags
- Concentrated ownership: Principal shareholders and insiders collectively held ~55.99% at record date, potentially amplifying related party and entrenchment risks despite independent committee controls .
- Related party leases: Ongoing transactions with entities managed by Haines may pose perceived conflicts; board policy asserts market terms and compliance with Regulation O/W .
- Pledging: No pledging disclosed for Haines; pledging by other executives noted, which can introduce margin-call risk dynamics to insider selling behavior .
Compensation Committee Analysis
- Committee composition: Independent directors; chair J. Michael Sanner; members William M. Buergler and Ed Gray .
- Consultant: Hunt Financial Group engaged for executive compensation program design and market benchmarking .
- Program structure: Base salary, discretionary cash bonuses, and multi-year RSU vesting for NEOs; LTI awards based on ROA, net charge-offs, relative TSR; Haines excluded from LTI due to significant family ownership .
Performance Compensation Deep-Dive (Program Structure Context)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| ROA (3-year average) | Up to 27% (PEO) / 20% (other NEOs) | Top quartile vs peers | Determined by Committee | LTI award % of base (PEO up to 110%; other NEOs up to 75%) | RSUs, 3-year equal annual installments |
| 3-yr Avg Net Charge-Offs | Up to 27% / 20% | < 25 bps | Determined by Committee | Included in LTI formula | RSUs, 3-year equal annual installments |
| TSR vs peers | Up to 26% / 20% | >50% of peers; potential add’l discretion at >75% | Determined by Committee | Discretionary add-on possible | RSUs, 3-year equal annual installments |
Note: Haines does not receive LTI awards under this program .
Equity Overhang and Outstanding Awards (Program Context, other NEOs)
- 2018 Equity Incentive Plan share reserve remaining at record date: 660,743 shares; plan allows annual increase by the lesser of 1% outstanding, 100,000 shares, or Board-determined lesser amount .
- Standard vesting and acceleration: RSUs vest 20–33% annually depending grant; options vest 25% annually; accelerated vesting on death, disability, or Change in Control for participants .
Investment Implications
- Alignment: Haines’ substantial ownership (18.83%) and family control (49.42%) align interests with long-term value creation but raise related party and governance optics; independent committees and separation of Chair/CEO mitigate some risks .
- Selling pressure: Absence of LTI for Haines reduces forced selling from tax-withholding on vesting and lowers short-term overhang; lack of pledging disclosure for Haines further decreases margin-call risk vectors compared to other insiders .
- Pay-for-performance: Discretionary bonus tied to ROA/ROTCE and strong net income/TSR trends support recent alignment; however, discretion and related party transactions require continued monitoring of committee rigor and independence .
- Governance risk: Ongoing leases with entities managed by Haines and family employment invite conflict scrutiny; stable board processes, executive sessions, and clawback policy are counterweights investors should track over time .