Brad Elliott
About Brad Elliott
Brad S. Elliott is founder, Chairman, and Chief Executive Officer of Equity Bancshares, Inc.; he has served as a director since 2002 and is currently 58 years old, with a Bachelor of Science in Finance and Management from McPherson College and graduate credentials from the Stonier Graduate School of Banking . He brings deep financial services experience, lending, asset-liability management, risk and operations management, and strategic planning expertise to the board . Company performance in 2024 included net income of $62.6M and diluted EPS of $4.00, net interest income increased by $27.1M with NIM improving from 3.46% to 3.98%, alongside accretive acquisitions, an $86.9M net capital raise, and a 25% dividend increase; these operational results drove strong incentive outcomes and support pay-for-performance alignment . Long-term performance metrics underlying Elliott’s 2022–2024 PRSUs vested at maximum after EQBK ranked at the 88th percentile in relative TSR and 86th percentile in relative core EPS growth versus its banking index peer set .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Home State Bank & Trust | Various roles post-graduation | 6 years | Early banking foundation and lending experience |
| Sunflower Bank | Market President | 2 years | Regional growth leadership |
| American Traffic Systems | Director of Operations | — | Operations leadership |
| Koch Industries, Inc. | Director of Marketing | — | Risk, operations, and strategic planning expertise |
| Sunflower Bank | Regional President | — | Banking leadership |
| Equity Bancshares, Inc. | Founder, Chairman & CEO; Director since 2002 | Since 2002 | Acquisition and integration strategy; risk and ALM leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pentegra Defined Contribution Plan Board | Director (current) | — | Governance oversight in retirement plan administration |
| Wichita Area Chamber of Commerce | Board member (prior) | — | Community and business engagement |
| McPherson College | Trustee; Chair of Finance Committee (prior) | — | Financial oversight and trusteeship |
| WSU Shocker Athletic Scholarship Organization | President (prior) | — | Community leadership and fundraising |
| Via Christi Health | Board member; Treasurer (prior) | — | Financial stewardship in healthcare governance |
| Kansas Bankers Association | Service roles (prior) | — | Industry advocacy and best-practice promotion |
Fixed Compensation
Multi-year reported compensation for Elliott demonstrates a balanced mix of cash and equity, with a majority at-risk and performance-linked.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 758,240 | 779,593 | 804,177 |
| Bonus ($) | — | — | — |
| Stock Awards FV ($) | 593,693 | 619,920 | 634,596 |
| Option Awards FV ($) | 244,893 | 250,117 | 253,449 |
| Non-Equity Incentive ($) | 739,410 | 612,219 | 861,690 |
| All Other Compensation ($) | 177,111 | 384,270 | 404,362 |
| Total ($) | 2,513,347 | 2,646,119 | 2,958,274 |
Additional fixed-comp elements and targets:
- Employment agreement base salary reference: $725,000; target annual bonus: 75% of base; annual equity award target value: 65% of base .
- SERP: NEO accounts receive notional contributions; in 2024, contributions equaled 30% of salary per Compensation Committee discretion .
Performance Compensation
Annual Executive Incentive Plan (EIP) – FY 2024
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Pre-tax Income vs Budget ($000s) | 60% | 49,798 | 62,247 | 80,921 | 87,970 | 150.0% |
| Net Over-head Ratio vs Budget (%) | 25% | 20.2% | 25.2% | 32.8% | 32.8% | 150.0% |
| Individual Performance | 15% | — | 100% | — | 100% | 100.0% |
Elliott’s 2024 EIP payout totaled $861,691 (company component $770,986; individual component $90,705), equating to 142.5% of his target incentive of $604,695 .
Design and governance:
- Weighting: 85% corporate metrics, 15% individual; payouts subject to satisfactory regulatory ratings; clawback applies; committee may adjust for extraordinary events .
- Corporate performance adjustments defined to exclude securities gains/losses, extraordinary items, unbudgeted merger expenses, and other specified items for comparability .
Long-Term Incentive Plan (LTIP)
| Element | Weight | Vesting | Performance Metric | Payout Curve |
|---|---|---|---|---|
| TRSUs | 50% | Ratable over 3 years from grant | Time-based | N/A |
| PRSUs | 50% | Cliff at 3 years (2024–2026 cycle) | 50% relative TSR; 50% relative core EPS growth vs index of U.S. exchange-traded banks $3–$10B assets | 35th=50%; 55th=100%; 75th=150% |
2024 equity award opportunities for Elliott at target: 7,730 TRSUs and 7,730 PRSUs; total long-term incentive intended value $508K at target, excluding separate employment-agreement-linked TRSUs . Under his employment agreement, Elliott also received 18,527 stock options and 3,858 TRSUs on January 31, 2024 (options strike $32.85; 10-year term; options vest 25% at grant then ratably over 3 years; TRSUs vest 25% at grant then annually) . PRSUs for the 2022–2024 cycle vested at 150% of target (11,171 shares vs 7,447 target) on 88th percentile TSR and 86th percentile core EPS relative performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 419,083 shares (2.4% of outstanding) |
| Ownership Breakdown | 15,990 shares directly; 284,890 via Elliott Legacy, LLC; 118,203 issuable within 60 days (options or RSUs) |
| Hedging/Pledging Policy | Directors and executive officers are prohibited from hedging or pledging company securities, subject to limited exceptions requiring pre-approval; short sales and derivative trading prohibited |
| Pledged Shares | No pledges disclosed for Elliott; a separate director has pledged 78,895 shares; group pledged total 78,895 |
| Stock Ownership Guidelines | Company maintains stock ownership/holding guidelines for the Board, Executive Vice Presidents, and CEO; director guideline of $500,000 within five years; directors on track or met as of 12/31/2024 |
Selected outstanding awards and schedules:
- Options (excerpts): 34,177 @ $32.29 expiring 2/12/2029; 16,853 @ $33.50 expiring 2/17/2027; 4,163 @ $22.08 expiring 1/29/2031; 16,355/5,452 @ $31.64 (2022 grant); 11,318/11,317 @ $28.80 (2023 grant); 4,632/13,895 @ $32.85 (2024 grant); time-vested options with front-loaded vesting and annual installments .
- Unvested RSUs (excerpts): 7,730 (2024 TRSUs), 7,898 (2021 RSUs), 8,591 (2020 RSUs), 10,623 (2019 RSUs), 3,449 (2022 TRSUs), 7,447 (2022 PRSUs), with market values shown as of 12/31/2024 and schedules per plan .
Employment Terms
| Provision | Elliott |
|---|---|
| Agreement Term | Initial 3-year term; auto-renews for successive 3-year terms unless 90-day non-renewal notice provided |
| Base Salary (agreement reference) | $725,000 |
| Target Annual Bonus | 75% of base, subject to Compensation Committee performance criteria |
| Annual Equity Award Target | 65% of base salary |
| Non-Compete | During employment and 12 months post-termination |
| Non-Solicit | During employment and 12 months post-termination |
| Severance | Agreements provide severance for involuntary termination without cause (or termination for good reason) |
| Change-in-Control | “Double-trigger” required for payments (CIC plus qualifying termination) |
| Clawback | Robust clawback allowing recoupment upon restatements or misconduct |
| Tax Gross-ups | No tax gross-ups in change-in-control arrangements |
Board Governance
- Roles: Elliott serves as Chairman and CEO and is a member of the Board Risk Committee .
- Independence: The Board determined Elliott is not independent under NYSE rules; majority of Board is independent .
- Committees: Audit (Chair: Cook), Compensation (Chair: Loving), Corporate Governance & Nominating (Chair: Penner), Risk (Chair: Gaeddert); Elliott serves on Risk Committee .
- Meetings and attendance: Board held eight regular and two special meetings in 2024; all directors attended at least 75% of combined Board/committee meetings .
- Executive sessions: Board held eight executive sessions without management; independent directors held eight executive sessions; presiding director at executive sessions is Penner (Corporate Governance Chair) .
- Leadership structure: Board has no fixed policy on separating CEO and Chair; determined the combined role is in stockholders’ best interests given information flow and efficiency .
- Board declassification: 2025 proposal to phase out the classified board and move to annual elections (requiring 66 2/3% approval); Board recommends FOR .
Director pay and dual-role note:
- Outside directors receive retainers and equity; inside directors (including Elliott) receive no additional pay for board service .
- Dual-role implications: Combined CEO/Chair mitigated by independent committee leadership, frequent executive sessions, and ongoing governance enhancements (e.g., declassification) .
Performance Compensation Details (tables)
Elliott’s 2024 EIP Outcome
| Component | Weight | Achievement | Amount ($) |
|---|---|---|---|
| Company component | 85% | 150.0% | 770,986 |
| Individual component | 15% | 100.0% | 90,705 |
| Total | — | — | 861,691 |
2024 Equity Awards at Target
| Instrument | Shares at Target | Notes |
|---|---|---|
| TRSUs | 7,730 | Ratable vest over 3 years |
| PRSUs | 7,730 | Cliff vest at end of 2024–2026 cycle; 50% relative TSR, 50% relative core EPS growth vs $3–$10B bank index |
Elliott’s Employment-Agreement Equity (Jan 31, 2024)
| Instrument | Quantity | Strike | Vesting | Term |
|---|---|---|---|---|
| Options | 18,527 | $32.85 | 25% at grant; remainder ratably over 3 years | 10 years |
| TRSUs | 3,858 | N/A | 25% at grant; then annual vesting | N/A |
Compensation Peer Group and Say-on-Pay
- Compensation peer group: 22 banks ($3.1B–$9.8B assets; median $6.0B; EQBK ~$5.3B) across CO, IL, IA, KS, MN, MO, SD, TX used in 2024 benchmarking .
- Say-on-Pay: 2024 approval approximately 70% of votes cast; Committee maintained overall design with attention to shareholder feedback .
Investment Implications
- Alignment: Elliott’s 2.4% beneficial ownership and multi-year at-risk compensation design (EIP/PRSUs) align pay with performance; hedging/pledging prohibitions and clawback policy strengthen alignment and risk control .
- Incentive visibility: TRSUs vest ratably and PRSUs cliff vest after the 2024–2026 cycle; periodic vesting and sizable outstanding awards (e.g., TRSUs/PRSUs and multiple option tranches) can create calendar-based supply events, though policy limits derivative hedging and pledging and director board pay is not additive for Elliott .
- Governance: CEO/Chair dual role is offset by independent committee leadership, frequent executive sessions, and proposed declassification; Elliott is not independent, which can raise oversight concerns, but Board structure and practices aim to mitigate .
- Performance linkage: 2024 corporate outcomes (EPS, NIM, accretive M&A, capital raise) produced above-target EIP payouts for Elliott (142.5% of target) and maximum vesting on the prior PRSU cycle, evidencing strong recent execution and pay-for-performance .