Gregory Gaeddert
About Gregory L. Gaeddert
Independent director of Equity Bancshares, Inc. (EQBK) since 2007; age 63. Managing Partner of B12 Capital Partners, LLC since 2006; prior roles at Commerce Bancshares and Capital For Business, Inc. Education: Bethel College (Economics & Business Administration), MBA from University of Kansas. Board biography highlights strong investment, accounting, and financial skills suited to oversight of financial reporting and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commerce Bancshares/Capital For Business | Various roles including Kansas City office manager at private equity arm (Capital For Business, Inc.) | Prior to 2006 | Investment and financial skillset applicable to oversight of financial reporting and enterprise risk |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| B12 Capital Partners, LLC | Managing Partner | Since 2006 | Serves on boards of several portfolio companies |
| Mennonite Economic Development Committee (MEDA) | Board member; MEDA Mauritius Foundation; Investment Committee member (MEDA Risk Capital Fund) | Current | Development finance and investment oversight experience |
Board Governance
- Committees: Audit Committee member; Nominating & Governance Committee member; Chair, Risk Committee .
- Independence: Board determined Gaeddert is independent under NYSE and SEC rules (exceptions are Elliott, Hutton, Kossover) .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024; Board held eight regular and two special meetings; eight executive sessions of the Board and eight executive sessions of independent directors; directors attended the 2024 annual meeting .
- Executive sessions: Presiding director is Shawn D. Penner (Chair of Corporate Governance Committee) .
- Committee activity: 2024 meetings—Audit 12 (plus eight specific disclosure approvals noted), Compensation 6, Nominating & Governance 6, Risk 4 .
- Board structure and reforms: Board proposed declassification beginning with the 2025 meeting to move to annual elections by 2027, enhancing accountability .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $57,167 | Fees earned or paid in cash for service year (prepaid May 1, earned over year) |
| Equity grant (restricted stock/options) | $37,667 | One-year vesting; 2024 grant structures: (1) 1,195 RSAs; (2) 2,811 NQ options; or (3) 598 RSAs + 1,405 options; actual mix varies by director |
| Total | $94,834 | Sum of cash fees and stock awards |
Director fee schedule in 2024: annual cash retainer $40,000; committee member fees $4,200 (Compensation, Corporate Governance & Nominating, Trust, Risk); committee chair fees $11,400; Audit Committee member $5,400; Audit Committee chair $16,800; Credit Committee retainer $48,000. Equity grant value increased to $40,000 per service year. Directors are prepaid on May 1 and must repay pro-rata if leaving mid-period .
Performance Compensation (Director)
- Annual director equity awards (restricted stock or options) vest over one year and are not tied to specific performance metrics; options align value to stock price appreciation. No director-specific performance metrics disclosed for board equity grants .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Gaeddert .
- Interlocks: No Compensation Committee interlocks or insider participation; no EQBK executive served on another entity’s board/comp committee with reciprocity .
Expertise & Qualifications
- Core credentials: Investment, accounting, and financial skills; risk oversight experience from private equity and portfolio governance; advanced business education (MBA) .
- Board skills matrix areas covered: accounting/financial statement preparation, corporate governance, risk management, strategic thinking, compliance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Details |
|---|---|---|---|
| Gregory L. Gaeddert | 44,754 | <1% | 14,731 direct; 7,259 in SEP; 18,000 via D&G Investments, LLC (managing member); 4,764 options exercisable within 60 days |
- Ownership guidelines: Outside directors must hold $500,000 of EQBK stock within five years of guideline adoption/initial election; all outside directors had met or were on track as of 12/31/2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors and certain personnel, subject to limited exceptions and pre-approval; prohibited practices include short sales and derivatives . No pledge disclosed for Gaeddert; one director (Penner) has 78,895 shares pledged (group pledges in aggregate equal this amount) .
Insider Trades (Form 4)
| Date (Trade/Filing) | Type | Shares | Price | Value | Post-Trade Owned |
|---|---|---|---|---|---|
| 2024-07-22 / filed 2024-07-23 | Sale | 6,000 | $40.99 | $245,940 | 35,167 (per SEC/openinsider snapshot) |
Related Party Transactions
- No related-party transactions disclosed for Gaeddert in 2024. The proxy discloses a vendor engagement with Hutton Corporation (director Benjamen Hutton) for ITM infrastructure ($2,179,787), reviewed and ratified under related-person policy; other officer/director/customer transactions were ordinary course and at market terms .
Governance Assessment
- Positives: Independent director; chairs Risk Committee—direct involvement in oversight of enterprise risk management frameworks; strong financial/investment background; adequate meeting attendance; robust corporate policies (clawback revised Nov 2023 to NYSE standards; anti-hedging/pledging; stock ownership guidelines) .
- Alignment: Meaningful personal ownership with additional options; director equity grants and ownership policy support alignment with shareholders .
- Signals: Board declassification proposal indicates responsiveness to governance best practices and shareholder feedback .
- Potential red flags: None specifically attributable to Gaeddert (no pledging, no related-party transactions, no attendance issues). Broader governance watchpoints include modest say-on-pay support (≈70% in 2024), warranting continued investor monitoring of compensation alignment and disclosure clarity .
References
- Director biography, committees, independence, attendance, governance policies and reforms: .
- Director compensation program and Gaeddert 2024 compensation: .
- Beneficial ownership and pledge disclosures: .
- Say-on-pay results: .
- Related-party transactions: .
- Form 4 sale and details: