Gregory Kossover
About Gregory Kossover
Gregory H. Kossover is 62 and has served on Equity Bancshares’ (EQBK) Board since December 2011. He currently serves as Executive Vice President, Capital Markets at Equity Bank; previously he was CFO (2013–Apr 2020) and then COO until his retirement from banking in May 2023; the 2024 proxy lists him as President and CFO of Vantage Point Properties, and the 2025 proxy lists him in his current EVP role at Equity Bank. He holds a B.Sc. in Accounting from Emporia State University and passed the Uniform CPA exam . Long‑term incentives at EQBK emphasize multi‑year performance on Adjusted EPS and total shareholder return (TSR) with three‑year cliff vesting, aligning pay outcomes with shareholder value creation over time .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equity Bancshares / Equity Bank | Executive Vice President, Capital Markets | “Currently” (as of 2025 proxy) | Senior leadership with oversight on capital markets; brings financial reporting and risk oversight expertise to the Board . |
| Equity Bancshares / Equity Bank | Chief Operating Officer | Apr 2020 – May 2023 | Led bank operations during post‑COVID period until retirement from banking in May 2023 . |
| Equity Bancshares / Equity Bank | Chief Financial Officer | Oct 2013 – Apr 2020 | CFO through multiple M&A integrations and growth phase; core financial leadership . |
| Value Place, LLC | Chief Executive Officer | 2004 – 2011 | Led one of the largest extended‑stay lodging franchises nationally . |
| Physicians Development Group | President | 2012 – 2013 | Led builder/manager of senior living facilities in Wichita metro area . |
| Western Financial Corporation | Treasurer | Not stated | Public thrift holding company finance leadership; adds public company finance perspective . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Vantage Point Properties | President & Chief Financial Officer | “Currently” (as of 2024 proxy) | Real estate firm executive role; listed in 2024 proxy; 2025 proxy lists him as EVP Capital Markets at Equity Bank . |
| Equity Bancshares, Inc. | Director | Since Dec 2011 | Board service with risk oversight; not independent under NYSE rules due to management affiliation . |
Fixed Compensation
Executive NEO compensation (historical) — Summary Compensation Table components for Kossover
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 415,480 | 288,652 | 128,505 | 350,320 | 69,467 | 1,252,424 |
| 2021 | 408,000 | 326,431 | — | 363,026 | 59,088 | 1,156,545 |
| 2020 | 400,000 | 220,009 | — | 364,403 | 57,208 | 1,041,620 |
Director compensation (2024 service year)
| Component | Amount ($) |
|---|---|
| Fees Earned/Paid in Cash | 86,633 |
| Stock Awards | 37,667 |
| Total | 124,300 |
2024 director equity grants vested after one year; directors could elect restricted shares, options, or a mix (all with one‑year vest) .
Performance Compensation
Annual and long‑term incentive design for NEOs (historical)
- Annual EIP opportunity (2021): Target bonus opportunity equal to 65% of salary for Kossover; threshold and max correspond to 50% and 150% payout curves; EIP incorporates company and individual metrics with interpolation and clawback applicability .
- LTIP structure (2020–2024 grants):
- 2020–2021: 50% time‑vested RSUs (33.33% per year), 50% performance‑vested RSUs (PRSU) with 3‑year performance period, equal weighting of three‑year TSR and three‑year average core EPS growth; payout 0%–150% based on percentile vs peer index of exchange‑traded banks ($3–$10B assets at grant) .
- 2023–2024: PSUs split between Adjusted EPS and TSR, vesting on third anniversary; RSUs also granted; options granted selectively (e.g., 2023 and 2024 program) .
Key LTIP terms table
| Metric | Weighting | Target definition | Payout range | Vesting |
|---|---|---|---|---|
| Three‑year TSR vs peer bank index | 50% (2020–2021 grants) | Percentile vs designated bank index | 0% at <35th; 50% at 35th; 100% at 55th; 150% at 75th | Cliff vest post‑performance certification (~year 3) |
| Three‑year average Core/Adjusted EPS | 50% (2020–2021 grants core EPS; 2023–2024 Adjusted EPS) | EPS growth vs goals (peer/plan, as applicable) | Same 0%–150% structure (interpolation) | Cliff vest at 3 years (subject to performance) |
Option/RSU vesting conventions (illustrative from award footnotes)
- Options: Time‑vested tranches over 3–5 years; some portion vested at grant; typical 3 equal annual installments for 2019–2024 grants .
- RSUs: Time‑vested in three equal annual installments for 2022+ grants; PSUs cliff‑vest at 3 years subject to performance .
Realized equity events (2021)
| Item | Amount |
|---|---|
| Options exercised (shares) | 38,063 |
| Value realized on exercise ($) | 633,194 |
| Shares vested (RS/RSU) | 16,411 |
| Value realized on vesting ($) | 586,881 |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025)
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| Gregory H. Kossover | 116,207 | <1% (asterisked in proxy) |
Legacy outstanding awards for Kossover (as of Dec 31, 2021)
| Instrument | Status | Quantity | Exercise/Grant Price | Expiration/Vesting |
|---|---|---|---|---|
| Stock options | Exercisable | 20,000 | $23.39 | 12/31/2025 |
| Stock options | Exercisable | 10,533 | $33.50 | 2/17/2027 |
| Stock options | Exercisable | 9,055 | $35.06 | 12/28/2027 |
| Stock options | Exer./Unexer. | 14,481 / 4,639 | $32.29 | 2/12/2029 (time‑vest) |
| Time‑vested RSUs (2019 grant) | Unvested balance | 1,647 | n/a | 3 tranches through 2022 |
| Performance RSUs (2019 grant) | Unvested balance | 3,396 | n/a | Cliff on 2/7/2022 if met |
| Time‑vested RSUs (2020 grant) | Unvested balance | 2,627 | n/a | 3 tranches 2021–2023 |
| Performance RSUs (2020 grant) | Unvested balance | 3,940 | n/a | Cliff on 2023 if met |
| 2021 LTIP (target) | PRSUs | 5,082 | n/a | 3‑year performance period (2021–2023) |
| 2021 LTIP (target) | TRSUs | 5,082 | n/a | 33.33% annually beginning 1/29/2022 |
Hedging/pledging and ownership discipline
- Insider trading policy prohibits directors and executive officers from hedging or pledging company securities (limited exceptions require pre‑approval), prohibits short sales, derivatives (puts/calls), and holding company stock on margin .
- Director equity retains one‑year vesting on annual grants, modestly reinforcing alignment; 2024 director grant structure allowed RSAs and/or options with one‑year vest .
Employment Terms
Employment agreement (executive, executed Nov 5, 2021)
- Term: Initial 3‑year term with automatic one‑year renewals unless 90‑day non‑renewal notice .
- Fixed/variable targets: Base salary $408,000; target bonus 65% of salary; target annual equity 55% of salary .
- Restrictive covenants: Non‑compete and non‑solicit during employment and for 12 months post‑termination .
- Severance and change‑in‑control (CIC):
- Double‑trigger required (CIC plus qualifying termination within 12–24 months) ; 2025 proxy reiterates double‑trigger and “no tax gross‑ups,” with 280G cutback to avoid excise taxes (benefits reduced below 280G threshold) .
- Potential payments as of 12/31/2021 snapshot: Compensation continuation $408,000 (without cause/good reason); CIC payment $2,309,485; Equity award vesting value $895,548 across termination/CIC/death‑disability scenarios (valued at $33.93 share price) .
- Clawback: Incentive compensation (cash and equity) subject to recovery upon restatement, specified misconduct, or violation of confidentiality/non‑compete/non‑solicit obligations; policy covers performance‑based incentive and equity compensation .
Transition/role updates
- Company news disclosed his resignation from executive management in April 2023 and retirement from banking (before later serving as director and, per 2025 proxy, EVP Capital Markets) .
Board Governance
Board service, independence, committees
- Director since 2011; not independent under NYSE rules (exceptions cited: Elliott, Hutton, Kossover) .
- 2024 committee matrix shows Kossover serving on the Risk Committee; he is not listed on the Audit, Compensation, or Corporate Governance & Nominating committees .
- Board attendance: In 2024, all directors attended at least 75% of combined Board/committee meetings; Board held eight regular and two special meetings; independent directors met eight times in executive session; all directors attended the 2024 annual meeting .
- Leadership structure: CEO also serves as Chairman; presiding director for executive sessions is the Corporate Governance Committee Chair (Mr. Penner) .
- Board classification: 2025 proxy proposes declassifying the Board (phase‑out of staggered classes) for improved accountability .
Compensation committee and advisor
- Compensation Committee chaired by James S. Loving; committee members are independent under NYSE and Exchange Act Rule 10C‑1; Blanchard Consulting Group served as independent compensation consultant in 2022 and 2023 .
Director compensation (governance perspective)
- 2024 service year total $124,300 (cash $86,633; stock $37,667) for Kossover; retainer/committee fees prepaid and earned over service period; equity retainer vests in one year .
Investment Implications
- Alignment and retention: Multi‑year PSUs (Adjusted EPS and TSR) with three‑year cliff vesting tie realizable pay to durable performance; annual EIP at 65% of salary target for Kossover historically suggests meaningful at‑risk cash; double‑trigger CIC and clawback reduce windfall and misconduct risk .
- Selling pressure and liquidity: Historic option exercises/vestings in 2021 were sizable ($633k exercise value; $587k vest value), but current beneficial ownership is 116,207 shares (<1%); insider trading policy prohibits hedging/pledging absent pre‑approval and bans derivatives/margin, limiting forced‑sale risks .
- Governance risk/mitigants: Kossover’s dual status (executive + director) precludes independence, though key gatekeeping committees (Audit/Comp/Gov) are populated by independent directors; Board is moving to declassify, and CEO/Chair combination is balanced by a presiding independent director for executive sessions .
- Contract economics: 12‑month non‑compete/non‑solicit and double‑trigger CIC with 280G cutback (no gross‑ups) are shareholder‑friendly features; historical CIC quantum for Kossover (~$2.31M as of 2021 snapshot) frames downside protection but with limits .
Overall, Kossover brings deep finance and operating experience with meaningful, performance‑oriented equity history; current ownership is modest relative to shares outstanding, but incentive design (PSUs/EIP), prohibitions on pledging/hedging, and CIC/clawback controls support alignment while moderating risk.