David Pass
About David Pass
David E. Pass is Executive Vice President and Chief Information Officer of Equity Bancshares (EQBK), joining Equity Bank in July 2023; he is age 56 and holds a B.S. in Business & Finance from the University of Northern Colorado . He brings over 23 years of financial-services IT leadership, including EVP technology roles at UMB Bank and 17 years as CIO of CoBiz Financial (acquired by BOK Financial in 2018) . During his tenure at EQBK, the company delivered 2024 net income of $62.6 million and diluted EPS of $4.00, expanded net interest income by $27.1 million, and increased tangible book value per share by $4.70 YoY, supported by accretive M&A and an $86.9 million capital raise .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UMB Bank | EVP technology (oversaw transformation, enterprise architecture, applications, enterprise fraud) | Not disclosed | Led enterprise technology transformation efforts at a publicly traded bank . |
| CoBiz Financial | CIO | 17 years (through 2018) | Long-tenured CIO at publicly traded institution; continuity through acquisition by BOK Financial in 2018 . |
External Roles
No public-company directorships or external board roles disclosed for David Pass in EQBK’s proxy biographies .
Fixed Compensation
No individual base salary or cash compensation amounts for David Pass were disclosed; he is not a Named Executive Officer (NEO) in EQBK’s 2025 proxy .
Performance Compensation
EQBK’s incentive structure applies to all executive officers (including non-NEOs), with corporate-weighted cash incentives and long-term equity tied to multi-year relative performance.
- Annual Executive Incentive Plan (EIP): 85% corporate metrics, 15% individual goals; payouts subject to satisfactory regulatory ratings and clawback .
- 2024 corporate metrics and results:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Guide |
|---|---|---|---|---|---|---|
| Adjusted Pre-tax Income vs Budget | 60% | 80% [of budget] | 100% | 130% | $87,970k (reconciled from $78,281 GAAP pre-tax with adjustments) | 150% of component |
| Net-over-head ratio (adjusted non-interest income/expense) vs Budget | 25% | 80% | 100% | 130% | 32.8% (achieved) | 150% of component |
| Individual performance | 15% | N/A | Achieved goals paid at 100% | N/A | Assessed via executive goal process | Up to 100% |
- Long-Term Incentive Plan (LTIP):
- TRSUs: time-based RSUs vest ratably over three years; pro-rata vesting on certain termination events .
- PRSUs: three-year cliff vest based on two metrics—50% relative TSR, 50% relative core EPS growth—versus an index of U.S. exchange-traded commercial banks ($3–$10B assets) with payout from 0–150% based on percentile outcomes .
| LTIP Performance Metric | Weight | Threshold (35th pct) | Target (55th pct) | Maximum (75th pct) | Payout Schedule |
|---|---|---|---|---|---|
| Relative TSR | 50% | 50% of target | 100% of target | 150% of target | Interpolates between 50–150% based on percentile |
| Relative Core EPS Growth | 50% | 50% of target | 100% of target | 150% of target | Interpolates between 50–150% based on percentile |
- Clawback and risk controls: robust clawback for excess compensation upon restatement or misconduct; annual risk assessments of incentive plans; double-trigger for change-in-control severance for NEOs; “best practices” include stock ownership guidelines for EVPs and holding requirements .
Note: Individual grant sizes and payouts for David Pass were not disclosed; PRSU results for 2022–2024 vested at 150% for NEOs, illustrating program calibration, but Pass did not have a disclosed 2022 PRSU as he joined in 2023 .
Equity Ownership & Alignment
- Beneficial ownership: David Pass is not listed in the 2025 beneficial ownership table, which covers 5% holders, directors/nominees, and NEOs; therefore, his share count and ownership % are not available from the proxy .
- Stock ownership guidelines: EQBK states it maintains stock ownership guidelines and holding requirements for the Board, Executive Vice Presidents, and CEO, aligning senior executives’ interests with long-term shareholders .
- Hedging and pledging: insider trading policy prohibits hedging and pledging company securities by directors, executive officers, and designated employees, subject to limited exceptions requiring pre-approval; short sales and derivatives are prohibited . A pledging footnote references a director’s pledged shares; no pledging disclosure is made for Pass .
- Form 4 insider activity: No Form 4 transactions for David Pass were found in EQBK documents retrieved; further review via Form 4 data services is warranted for trading signal analysis .
Employment Terms
- Employment agreements: The proxy details employment agreements and severance/change-in-control terms for certain NEOs (Elliott, Navratil, Huber, Reber, Sems) with non-compete and non-solicit clauses, equity award eligibility, and bonus targets; no individual employment agreement or severance schedule was disclosed for David Pass .
- LTIP termination treatment (plan-level): time-based awards pro-rata vest on certain terminations (death, disability, involuntary without cause, retirement), and PRSUs pro-rata vest with payout determined by actual performance up to measurement date or at target if not determinable .
Performance & Track Record
- Company execution during Pass’s tenure: EQBK grew net income and EPS in 2024, improved NIM from 3.46% to 3.98%, executed two accretive bank acquisitions and an $86.9 million equity raise, and increased the dividend; these outcomes underpin enterprise performance context for technology leadership .
Compensation Committee, Peer Group, and Shareholder Feedback
- Compensation governance: Compensation Committee of independent directors, use of independent consultant (Blanchard), clawback provisions, risk controls, and market benchmarking .
- Peer group: 22 regional banks with median assets ~$6.0B used for pay benchmarking (asset range ~$3.1B–$9.8B) .
- Say-on-pay: 2024 advisory vote approval ~70% of shares present, informing program continuity decisions .
Investment Implications
- Alignment: Executive participation in EIP (85% corporate/15% individual) and LTIP PRSU metrics (relative TSR and EPS) ties compensation outcomes to shareholder value and multi-year performance; clawbacks and ownership guidelines enhance alignment and risk discipline .
- Retention: TRSU three-year vesting and PRSU three-year cliff vest support retention; plan-level pro-rata vesting on certain terminations reduces cliff risk but maintains performance linkage .
- Insider selling pressure: No Form 4 data for Pass found in company filings; hedging/pledging restrictions materially limit adverse alignment behaviors; absence of disclosed pledging for Pass is a positive signal, though external Form 4 review is advisable for completeness .
- Execution risk: As CIO since July 2023 with deep prior bank IT leadership, Pass operates amid an acquisitive strategy and balance-sheet repositioning environment; company-level results in 2024 were strong, but continued integration, cybersecurity, and core technology execution remain critical levers that can affect incentive outcomes and long-term equity value .