Chris Navratil
About Chris Navratil
Chris M. Navratil, age 38, is Executive Vice President and Chief Financial Officer of Equity Bancshares, Inc. (EQBK). He joined Equity in February 2019, was Equity Bank CFO, and was promoted to Company CFO in August 2023; he previously spent seven years with Crowe LLP’s Financial Institutions Audit Practice, including two as Senior Manager, and holds a master’s in accountancy from Northern Illinois University (2011) . Under his tenure in senior finance roles, EQBK’s 2024 results were strong: adjusted pre-tax income reached $87.97 million, net interest margin improved to 3.98%, and the firm executed accretive acquisitions and a $86.9 million net equity raise; 2022–2024 PRSUs paid at maximum based on 88th percentile TSR and 86th percentile core EPS growth versus peers . EQBK’s 2024 say-on-pay passed with ~70% approval, reflecting cautious investor support of the pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Crowe LLP | Financial Institutions Audit Practice; Senior Manager (2 years within 7-year tenure) | 7 years (dates not disclosed) | Banking audit expertise; controls, reporting and industry practice depth |
| Equity Bancshares, Inc. | Senior Vice President within Finance | From Feb 2019 (start date disclosed) | Built FP&A, balance sheet strategy, liquidity capabilities |
| Equity Bank (subsidiary) | Chief Financial Officer | Dates not disclosed (prior to Company CFO) | Oversaw bank-level financial strategy, liquidity, investor outreach |
| Equity Bancshares, Inc. | Chief Financial Officer | Since Aug 2023 | Led bond portfolio repositioning, capital raise underwriting, and M&A financial diligence |
External Roles
None disclosed for Navratil .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (set by Comp Committee) | $275,000 | $400,000 (effective Sep 1, 2024; Jan–Aug 2024 at $275,000) | Market-aligned increase post CFO promotion |
| Salary actually paid (Summary Comp) | $242,885 | $332,708 | Reflects mid-year change and payroll timing |
| SERP Company Contribution | $150,000 (60%? Not disclosed; see 2023 row total $150k option award, not SERP) | $82,500 (30% of salary credited May 2024) | SERP balances vest 10% per completed year |
| All Other Compensation | $16,636 | $106,394 | Includes SERP contribution and perquisites (vehicle, memberships) |
Performance Compensation
Annual Executive Incentive Plan (EIP) – Structure and 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Adjusted Pre-tax Income vs budget (000s) | 60% | $49,798 | $62,247 | $80,921 | $87,970 (GAAP pre-tax $78,281; adjusted per recon) | 150.0% |
| Net-over-head ratio vs budget (Equity Bank) | 25% | 20.2% | 25.2% | 32.8% | 32.8% | 150.0% |
| Individual Performance | 15% | N/A | Goals met | Cap 100% | Met for Navratil | 100% |
| EIP Opportunity | Threshold | Target | Maximum | Actual Paid |
|---|---|---|---|---|
| % of Salary (Navratil) | 29% | 50% | 71% | 142.5% of target achieved |
| Target ($) | — | $200,000 | — | $285,000 (Company $255,000 + Individual $30,000) |
Performance highlights cited for Navratil: led bond portfolio repositioning across Q4’23–Q1’24, led capital-raise underwriting/diligence, and M&A modeling and diligence (supporting outcomes above) .
Long-Term Incentive Plan (LTIP) – Grants and Vesting
| Grant Date | Instrument | Shares at Target | Vesting | Performance Metrics | Grant-date FV ($) |
|---|---|---|---|---|---|
| 1/31/2024 | TRSUs | 2,093 | 33.33% per year on 1/31/2025, 1/31/2026, 1/31/2027 | Time-based | $68,755 |
| 1/31/2024 | PRSUs (EPS) | 1,047 | Cliff at 3 years; payout 0–150% | Relative core EPS growth vs U.S. banks $3–10B assets | $34,378 |
| 1/31/2024 | PRSUs (TSR) | 1,046 | Cliff at 3 years; payout 0–150% | Relative TSR vs same peer index | $34,377 |
| 1/30/2023 | TRSUs | 729 | 33.33% annually beginning 1/30/2024 | Time-based | Market value disclosed, grant FV not separately shown |
| 1/30/2023 | PRSUs | 1,094 | Cliff at 3 years | Relative EPS and TSR | Market values disclosed |
| 1/28/2022 | TRSUs | 316 | 33.33% annually beginning 1/29/2023 | Time-based | Market values disclosed |
| 1/28/2022 | PRSUs | 948 | Vested at 150% (cycle 2022–2024) | Relative TSR 88th pct; core EPS 86th pct | N/A (payout result shown) |
| 2/07/2020 | TRSUs | 125 | 5-year ratable from 2/07/2021 | Time-based | Market values disclosed |
Outstanding Equity and Options (12/31/2024)
| Category | Quantity | Key Terms |
|---|---|---|
| Options exercisable | 5,372 | Strike $26.52; expire 8/10/2033; 2023 grant vests in four equal annual installments after initial partial vest |
| Options unexercisable | 8,057 | Same as above |
| Unvested equity units (TRSUs/PRSUs) | 7,398 total = 125+316+948+729+1,094+2,093+2,093 | Ratable schedules for TRSUs; cliff for PRSUs |
| Market price reference for values | $42.42 (12/31/2024) | In-the-money per option ~$15.90 based on strike $26.52 and $42.42 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial ownership (shares) | 18,965 (12,171 held directly; 6,794 issuable within 60 days) |
| Shares outstanding (Class A) | 17,508,740 (Record Date 2/28/2025) |
| Ownership % of shares outstanding | ~0.11% (18,965 / 17,508,740; calculated from sources) |
| Vested vs unvested (equity) | Unvested units detailed above; vested balances not itemized in proxy |
| Options – exercisable vs unexercisable | 5,372 exercisable; 8,057 unexercisable |
| Hedging/pledging | Company prohibits hedging and pledging by directors, executive officers, and designated employees, subject to limited exceptions/pre-approval; short sales and derivatives also prohibited . No pledging disclosed for Navratil; pledge disclosure appears only for a director (Penner) . |
| Stock ownership guidelines | Company discloses stock holding requirements for Board and senior executives (no numeric multiple specified for executives in proxy); directors have $500,000 guideline over five years . |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement date/term | Nov 6, 2023; initial 3-year term, auto-renews for successive 1-year terms unless notice ≥90 days pre-expiration |
| Base salary (agreement) | $275,000 at agreement date; later increased to $400,000 effective 9/1/2024 |
| Target annual bonus | 50% of base salary; cash under EIP |
| Target annual LTI award | 50% of base salary (equity under 2022 Omnibus Plan) |
| Restrictive covenants | Non-compete and non-solicit during employment and for 12 months post-termination |
| Clawback | Robust clawback allowing recoupment upon restatement or misconduct |
| Change-in-control (CIC) | Double-trigger; CIC defined broadly (50% ownership change, board turnover, merger, asset sale) |
| CIC multiple | 2.99x (base salary + other cash paid in prior year) for continuation payment; immediate vesting of equity |
| Section 280G cutback | Benefits reduced to avoid excise tax under 4999; no gross-up |
| Potential payments (12/31/2024) | Term without cause/good reason: $332,708 continuation + up to $313,823 equity vesting at target; CIC: $1,846,947 continuation + $313,823 equity; Death/Disability: up to $313,823 equity (market value at $42.42) |
Performance Compensation – Detailed Mechanics
| Metric | Weighting | Target-setting and payout mechanics |
|---|---|---|
| EIP corporate metrics | 85% total (60% adj. pre-tax; 25% net-over-head) | Interpolated payouts; 0% below threshold; subject to regulatory ratings; Committee discretion for extraordinary events |
| Individual performance | 15% | Assessed via annual goals aligned to budget/strategy; cap at 100%; Navratil met goals in 2024 |
| LTIP PRSUs | 50% of LTI at target | Equal weighting: 3-year relative TSR and 3-year average core EPS growth vs index of U.S.-listed banks ($3–$10B assets); payout 0–150%; cliff vest post-Committee certification |
| LTIP TRSUs | 50% of LTI at target | 3-year ratable vesting (33.33% annually) beginning first anniversary of grant |
Vesting Schedules and Potential Selling Pressure
| Instrument | Quantity | Next Vest Date(s) | Vesting Amount |
|---|---|---|---|
| 1/31/2024 TRSUs | 2,093 | 1/31/2025; 1/31/2026; 1/31/2027 | 33.33% each year (ratable) |
| 1/31/2024 PRSUs (EPS/TSR) | 1,047 / 1,046 | Post 3-year period (expected Q1 2027) | 0–150% of target; depends on relative performance |
| 1/30/2023 TRSUs | 729 | 1/30/2025; 1/30/2026 | 33.33% each remaining year |
| 1/30/2023 PRSUs | 1,094 | Post 3-year period (expected Q1 2026) | 0–150%; relative performance |
| 1/28/2022 TRSUs | 316 | 1/29/2025 (final tranche) | 33.33% annually |
| 8/10/2023 Options | 5,372 exc.; 8,057 unexc. | Annual tranches each Aug 10 | Time-based; four equal installments for remaining unvested |
Insider selling pressure may align to these vest dates; note company policy prohibits hedging/pledging and short-term derivative trading by executives .
Investment Implications
- Pay-for-performance alignment is strong: 2024 EIP paid at 142.5% of target for Navratil as EQBK exceeded top-end goals on adjusted pre-tax income and net-over-head; PRSU design ties to multi-year relative TSR and core EPS, with prior cycle paying at maximum (88th percentile TSR; 86th percentile EPS) .
- Retention risk appears mitigated: significant at-risk pay, multi-year vesting, and 12-month non-compete/non-solicit; CIC protection is standard with double-trigger and 2.99x cap and 280G cutback (no gross-ups) .
- Ownership alignment: beneficial ownership is ~0.11% of outstanding shares, with sizable unvested TRSUs/PRSUs and options; no pledging disclosed for Navratil; corporate policy prohibits hedging/pledging, limiting misalignment risks .
- Near-term trading signals: monitor vesting dates around late January (TRSUs) and mid-August (options) for potential liquidity events; PRSU cliffs in 2026–2027 could amplify equity deliveries if relative performance remains strong .
- Execution track record: as CFO, Navratil led bond portfolio repositioning, capital raise diligence, and M&A financial modeling, which supported earnings and NIM resilience and accretive acquisitions in 2024—key for investor confidence in future capital and balance sheet actions .
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