Brett Reber
About Brett Reber
Brett A. Reber (age 65) is Executive Vice President and General Counsel of Equity Bancshares, Inc. (Equity Bank). Prior to joining the Company, he practiced for 30 years at Wise & Reber, L.C. (managing member), holds a B.G.S. from the University of Kansas and a J.D. from the University of Tulsa College of Law, and clerked for U.S. District Judge Thomas R. Brett (N.D. Okla.) . Company performance context for 2024: net income was $62.6 million (diluted EPS $4.00), adjusted pre‑tax income $87.97 million, and net interest margin expanded from 3.46% to 3.98%; Equity also completed two bank acquisitions and raised $86.9 million net of expenses in common equity; 2024 say‑on‑pay support was ~70% and PEO pay-for-performance CAP rose alongside TSR of 142.3 (indexed from $100) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Wise & Reber, L.C. | Managing Member; commercial/civil practice | 30 | Led firm operations; deepened M&A/workout expertise applicable to Equity’s problem-asset resolutions . |
| U.S. District Court, N.D. Okla. | Law Clerk to Judge Thomas R. Brett | 1 | Federal litigation training; foundation for risk, governance, and regulatory judgment in banking . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Julia J. Mingenback Foundation | Trustee | — | Philanthropic oversight . |
| McPherson Industrial Development Company | Director | — | Local economic development . |
| Kansas Bar Foundation; American Bar Foundation | Fellow | — | Professional recognition . |
| American, Kansas, Oklahoma Bar Associations; Kansas Assoc. of Defense Counsel | Member; former President, KBA Young Lawyers Section | — | Legal community leadership . |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $306,042 | $315,956 |
| Cash Bonus (one‑time) | $0 | $250,000 (problem asset resolution) |
| Non‑Equity Incentive (EIP) | $144,580 | $203,100 |
| Stock Awards (grant‑date fair value) | $145,037 | $153,804 |
| All Other Compensation | $126,570 | $133,516 |
| Total | $722,229 | $1,056,376 |
Performance Compensation
Annual Executive Incentive Plan (EIP) – 2024 Design and Outcome
| Component | Weight | Target/thresholds | 2024 actual | Payout |
|---|---|---|---|---|
| Adjusted Pre‑Tax Income vs Budget | 60% | Threshold $49,798k; Target $62,247k; Max $80,921k | $87,970k | 150% |
| Net‑over‑head Ratio vs Budget | 25% | Threshold 20.2%; Target 25.2%; Max 32.8% | 32.8% | 150% |
| Individual Performance | 15% | Set goals; 100% if achieved | Achieved (Reber) | 100% |
| Resulting EIP payout (Reber) | — | Target $142,526 | $203,100 | 142.5% of target |
EIP opportunity as % of salary (Reber): Threshold 26%; Target 45%; Max 64% (interpolated) .
Long-Term Incentive Plan (LTIP)
- 2024 awards (target mix 50% TRSU / 50% PRSU): 2,341 TRSUs and 2,341 PRSUs to Reber; target value ~$154k . TRSUs vest ratably over 3 years; PRSUs vest at 3 years based 50% on relative 3‑yr TSR and 50% on relative 3‑yr core EPS growth: below 35th percentile=0%, 55th=100%, 75th=150% (± interpolation) .
- 2022 PRSUs (cycle ended Dec 31, 2024): Vested at 150% of target; Reber: target 1,995, vested 2,993 shares .
| LTIP element | Metric | Weight | Target | Vesting |
|---|---|---|---|---|
| 2024 PRSUs | Relative 3‑yr TSR vs U.S. banks $3–$10B AUM | 50% | 55th pct = 100% payout; 35th=50%; 75th=150% | Cliff vest after 3 years |
| 2024 PRSUs | Relative 3‑yr core EPS growth vs same index | 50% | Same schedule | Cliff vest after 3 years |
| 2024 TRSUs | Service | — | — | 1/3 annually over 3 years |
| 2022 PRSUs (actual) | TSR and core EPS | 50% / 50% | — | 150% payout; Reber 2,993 shares |
Vesting/cycle supply: Reber received 6,019 shares upon vesting in 2024 (no option exercises), indicating periodic equity conversions; future scheduled TRSU vesting from 2023 (1,679 units) and 2024 (2,341 units) will add supply in 2025–2027; PRSUs from 2023 and 2024 cliff-vest in 2026–2027 subject to performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 22,932 shares total; includes 19,939 owned and 2,993 issuable within 60 days; <1% of outstanding . |
| Outstanding unvested equity | TRSUs/PRSUs as of 12/31/24: 665 (2022 TRSU), 1,995 (2022 PRSU), 1,679 (2023 TRSU), 2,518 (2023 PRSU), 2,341 (2024 TRSU), 2,341 (2024 PRSU) . |
| Options | None disclosed for Reber . |
| 2024 vesting inflow | 6,019 shares received upon vesting; $199,344 value . |
| Pledging/hedging | Company prohibits hedging/pledging by directors/executives subject to limited exceptions and pre‑approval; no pledges disclosed for Reber (Penner pledged shares; not Reber) . |
| Ownership guidelines | NEOs must hold 2.5x base salary; all covered individuals are compliant based on ownership or time‑in‑role . |
Employment Terms
| Term | Reber (Executive Vice President, General Counsel) |
|---|---|
| Agreement date/term | Nov 5, 2021; initial 3‑year term, auto‑renews for successive 1‑year terms unless 90‑day notice . |
| Base salary (at agreement) | $280,500 (agreement baseline; actual 2024 salary $315,956) . |
| Target bonus | 45% of base salary (performance‑based EIP) . |
| LTI target | Annual equity award target value = 50% of base salary . |
| Restrictive covenants | Non‑compete and non‑solicit during employment and 12 months post‑termination; confidentiality perpetual . |
| Clawback | Company clawback/compensation recovery policy (NYSE‑compliant, adopted Nov 2023) recoups incentive/equity on restatement or misconduct; committee discretion on excess compensation recovery . |
| Change‑in‑Control (CIC) | Double‑trigger; continuation multiple 2.99x; includes accelerated vesting of equity . |
| Termination economics (12/31/24 basis) | Without cause/good reason: cash continuation $315,956; pro‑rata equity vesting value $489,484. CIC termination: cash $1,551,977; equity vesting $489,484. Death/disability: equity vesting $489,484 (no cash continuation). All values based on $42.42 stock price . |
Performance & Track Record
- Resolved multiple legacy problem assets, generating over $12 million in gross income for the Company; Compensation Committee recognized a $250,000 one‑time bonus tied to these results .
- Contributed to diligence and execution on M&A (e.g., Rockhold Bancorp and KansasLand Bancshares), consistent with Company’s 2024 strategy and accretive outcomes .
- Company outcomes in 2024: net income $62.6m; adjusted pre‑tax income $87.97m; NIM improved to 3.98%; capital raise ($86.9m net); two acquisitions completed .
Compensation Structure Notes and Governance
- EIP metrics and weighting emphasize adjusted pre‑tax income and operating efficiency (net‑over‑head), with individual performance capped at 100%—design aligns pay with P&L delivery and cost discipline .
- LTI half PRSUs tied to relative TSR and core EPS growth vs. regional bank index (peer set); multi‑year vesting and performance hurdles mitigate short‑term risk; 2022 PRSUs vested at 150% on both metrics (strong relative performance) .
- Say‑on‑pay approval ~70% in 2024; Compensation Committee retained design while noting feedback .
- Compensation peer group: 22 regional banks ($3.1–$9.8B assets); used for benchmarking and target setting .
Related Party Transactions and Red Flags
- No related party transactions disclosed for Mr. Reber; Company disclosed a director‑affiliated vendor engagement (Hutton Corp) vetted under policy; insider trading policy prohibits short sales, derivatives, and pledging absent pre‑approval .
- No tax gross‑ups in CIC; Section 280G cutback applies; double‑trigger CIC; robust clawback policy .
Quantitative Appendices
Reber – 2024 EIP Payout Detail
| Component | Weight | Achievement | $ Amount |
|---|---|---|---|
| Company component | 85% | 150% | $181,721 |
| Individual component | 15% | 100% | $21,379 |
| Total EIP | — | — | $203,100 |
Reber – 2024 Grants (Plan‑Based Awards)
| Award | Grant date | Target units | Notes |
|---|---|---|---|
| TRSU | 1/31/2024 | 2,341 | 3‑yr ratable vesting . |
| PRSU (EPS) | 1/31/2024 | 1,170 | 3‑yr cliff; EPS component . |
| PRSU (TSR) | 1/31/2024 | 1,171 | 3‑yr cliff; TSR component . |
Reber – Outstanding Equity (12/31/2024)
| Grant | Type | Units unvested |
|---|---|---|
| 2022 | TRSU | 665 |
| 2022 | PRSU | 1,995 (vested at 150% post‑period) |
| 2023 | TRSU | 1,679 |
| 2023 | PRSU | 2,518 |
| 2024 | TRSU | 2,341 |
| 2024 | PRSU | 2,341 |
Deferred Compensation (SERP)
| Metric | 2024 |
|---|---|
| Company contribution | $92,100 |
| Aggregate earnings | $30,158 |
| Balance at 12/31/24 | $220,638 |
Investment Implications
- Alignment: Reber’s pay mix is materially at‑risk via EIP and multi‑year PRSUs, with explicit TSR and core EPS relative metrics and clawback provisions; ownership guidelines and no pledging support alignment; no options outstanding reduces leverage‑driven risk .
- Retention/CIC: A 2.99x double‑trigger CIC and pro‑rata vesting on certain terminations provide strong retention; current CIC cash value ~$1.55m plus ~$0.49m equity at 12/31/24 reference price; non‑compete/non‑solicit for 12 months tempers transition risk .
- Near‑term selling pressure: Scheduled TRSU tranches from 2023–2024 and potential PRSU vestings in 2026–2027 create periodic supply; 6,019 shares vested in 2024; no pledges disclosed for Reber (policy restricts hedging/pledging) .
- Execution signal: 2022 PRSUs vesting at 150% and 2024 EIP overachievement (150% company component) indicate delivery against peer‑relative and budgeted targets, including significant problem‑asset recoveries credited to Reber’s work; one‑time bonus compensated discrete value creation, but recurring at‑risk design remains intact .