Benjamen Hutton
About Benjamen M. Hutton
Independent director since 2020; age 44. CEO of Hutton Corporation, a regional design and construction firm (employed since 2006). Education: B.S. in Construction (Kansas State University) and MBA (Friends University). Civic leadership includes Associated General Contractors of Kansas, Kansas Big Brothers Big Sisters, Trinity Academy, Wichita Chamber of Commerce (past chair), Greater Wichita Partnership, and Visit Wichita .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hutton Corporation | Chief Executive Officer | 2006–present | Leads regional design/construction firm; senior-level management and construction expertise |
| Wichita Chamber of Commerce | Board Chair (past) | Not disclosed | Community and economic development leadership |
| Associated General Contractors of Kansas | Board Member | Not disclosed | Industry governance involvement |
| Kansas Big Brothers Big Sisters | Board Member | Not disclosed | Community engagement |
| Trinity Academy | Board Member | Not disclosed | Education-focused governance |
External Roles
| Organization | Role | Focus |
|---|---|---|
| Greater Wichita Partnership | Active involvement | Regional economic development |
| Visit Wichita | Active involvement | Tourism and regional promotion |
| Wichita Chamber of Commerce | Past Chair | Business community leadership |
Board Governance
- Independence: Not independent under NYSE rules; Board identified Brad S. Elliott, Benjamen M. Hutton, and Gregory H. Kossover as non-independent (others are independent) .
- Committee assignments: No current service on Audit, Compensation, Nominating & Governance, or Risk Committees (all fields blank in committee matrix) .
- Board/committee activity: Board held 8 regular and 2 special meetings in 2024; all directors attended at least 75% of combined board/committee meetings. Executive sessions: Board held 8; independent directors held 8; presiding director for executive sessions is Shawn D. Penner (Corporate Governance Committee Chair) .
- Declassification initiative: Board proposed and recommended phasing out the classified board structure (Item 1), shifting to annual director elections by 2027, signaling improved accountability to shareholders .
- Hedging/pledging policy: Directors/officers prohibited from hedging or pledging company securities, subject to limited pre-approved exceptions under insider trading policy attached to Form 10-K .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $41,300 | Actual reported cash compensation for 2024 |
| Annual Board Retainer (policy) | $40,000 | Policy retainer per 2024 service year |
| Committee Fees | Not applicable | No committee memberships shown for Hutton in 2024 |
| Audit Committee Chair Premium (policy) | $16,800 | Reference benchmark (not applicable to Hutton) |
Performance Compensation (Director)
| Equity Award | 2024 Grant Value ($) | Form | Vesting | Performance Metrics |
|---|---|---|---|---|
| Stock Awards | $37,667 | Restricted stock and/or options (director choice) | One-year vesting; forfeiture if departure before vesting | None (time-based vesting only) |
| Annual Director Equity (policy) | $40,000 | One-year vesting restricted stock or options | One-year vest; forfeiture if not completing service year | None (time-based) |
| 2024 Director Award Forms (policy) | N/A | 1,195 RSAs or 2,811 NQ options or mixed (598 RSAs + 1,405 options) | One-year | None (time-based) |
Equity aligns director interests with shareholders; directors have stock ownership guidelines requiring $500,000 of value within five years of adoption or initial election .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | No public company directorships disclosed for Hutton |
| Associated General Contractors of Kansas | Non-profit/industry | Board Member | External governance role |
| Kansas Big Brothers Big Sisters | Non-profit | Board Member | Community involvement |
| Trinity Academy | Education | Board Member | Education governance |
| Wichita Chamber of Commerce | Business association | Past Chair | Regional influence |
| Greater Wichita Partnership | Economic development | Involved | External engagement |
| Visit Wichita | Tourism | Involved | External engagement |
Expertise & Qualifications
- Senior-level management and construction industry expertise; deep community involvement across EQBK’s markets .
- Adds perspective on regional growth, operations, and stakeholder engagement; beneficial to board deliberations in banking footprint .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged as Collateral |
|---|---|---|---|
| Benjamen M. Hutton | 15,715 | <1% | None disclosed |
- Stock ownership guidelines: Outside directors must maintain $500,000 of value in Company stock within five years; as of Dec 31, 2024, outside directors had met or were on track to comply within applicable time periods .
Related-Party Transactions and Conflict Review
- Transaction: EQBK engaged Hutton Corporation (controlled by Director Hutton) for general contractor services tied to ITM infrastructure; payments totaled $2,179,787 in 2024 .
- Governance process: Corporate Governance and Nominating Committee reviewed and ratified under the Company’s related-person transaction policy, concluding the transaction was fair and consistent with shareholder interests; EQBK maintains policies per Sections 23A/23B and Regulation O .
- Signal: Material related-party spend combined with non-independent status heightens conflict-of-interest sensitivity; continued robust oversight and disclosure mitigate but do not eliminate perceived risk .
Say-on-Pay & Shareholder Sentiment
- 2024 Say-on-Pay approval: Approximately 70% support, below typical bank peer norms (~90%), indicating some investor concerns on pay design or outcomes; Compensation Committee retained overall design for 2024 mindful of the vote .
Governance Assessment
-
Positives:
- Clear disclosure and committee oversight of related-party transactions; formal policies align with SEC/NYSE and banking regulations .
- Board moving to annual director elections by 2027, improving accountability .
- Strong director ownership expectations and compliance trajectory; equity grants align director incentives with shareholders .
-
Red Flags:
- Non-independent director with a material related-party engagement ($2.18M in 2024) raises perceived conflict risk despite committee ratification .
- No committee assignments reduce direct involvement in audit, risk, or compensation oversight—potentially limiting board effectiveness leverage for this director .
- Say-on-Pay at ~70% signals broader investor scrutiny of compensation governance (not director-specific but relevant to board oversight) .
-
Attendance/Engagement:
- Board reports all directors met at least 75% attendance; executive sessions held regularly (8) with independent presiding director—supports independence of board deliberations .
-
Policy Strengths:
- Prohibitions on hedging/pledging with limited pre-approval exceptions; robust clawback and compensation recovery policy adopted in Nov 2023 under NYSE standards .
-
Committee Landscape:
- Audit, Compensation, Nominating & Governance, and Risk Committees active; meeting cadence in 2024: Audit (12), Compensation (6), Nominating (6), Risk (4). Hutton serves on none of these committees, so his direct governance influence is through full-board activities .