James Loving
About James S. Loving
Independent director of Equity Bancshares, Inc. (EQBK); age 69; director since 2022. Veteran downstream petroleum executive—served 20 years as President of National Cooperative Refinery Association (NCRA). Education: B.S. Civil Engineering (University of Wisconsin) and MBA (University of Utah). EQBK biography highlights finance, operations, stakeholder management, and board development expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Cooperative Refinery Association (NCRA) | President | 20 years (pre-retirement) | Oversaw finance, HR, operations; led integration into acquirer |
External Roles
- Served on “several company and public service boards” (specific public boards not disclosed in proxy) .
Board Governance
- Independence: Affirmatively determined independent under NYSE and SEC rules (exceptions are Elliott, Hutton, Kossover) .
- Board tenure/class: Class I; nominee for election at 2025 annual meeting (one-year term if declassification amendment passes) .
- Attendance: All directors attended ≥75% of aggregate Board and committee meetings in 2024; directors were in attendance at the 2024 annual meeting .
- Executive sessions: Board held eight executive sessions without management; independent directors met eight times in executive session .
- Committee assignments and roles (2024):
- Compensation Committee: Chair
- Audit Committee: Member
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 6 |
| Audit | Member | 12 (incl. eight meetings solely for disclosure approvals) |
- Governance policies: Hedging/pledging prohibited for directors except limited pre‑approved exceptions; also prohibits short sales and derivative trading in company securities .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 53,200 | Director fees prepaid May 1 and earned over service period; committee and chair fees included in total |
Director fee framework (2024 service year): $40,000 cash retainer; committee member fee $4,200 (Comp, Nominating/Governance, Trust, Risk); committee chair fee $11,400; Audit Committee member retainer $5,400; Audit Committee chair $16,800; Credit Committee retainer $48,000. Fees prepaid May 1; equity grant included annually; stock ownership guideline: $500,000 within 5 years with compliance on track as of Dec 31, 2024 .
Performance Compensation (Director Equity)
| Year | Stock Awards ($) | Grant Design | Vesting |
|---|---|---|---|
| 2024 | 37,667 | Directors could elect one of: 1,195 RSUs; or 2,811 non‑qualified options; or 598 RSUs + 1,405 options (mix not individually disclosed) | One‑year vesting for RSUs; options vest at anniversary; director grants are time‑based, not performance‑based |
No director‑specific performance metrics tied to equity grants were disclosed; awards are service‑based for directors .
Other Directorships & Interlocks
- Specific current public company directorships for Loving not disclosed in proxy; biography references past service on “several company and public service boards” .
- Disclosed related-party transactions involve Hutton Corporation (controlled by director Ben Hutton) for ITM buildouts ($2,179,787 in 2024); reviewed under related party policy. No Loving-specific related party transactions disclosed .
Expertise & Qualifications
- Finance, operations leadership; energy sector; board development and leadership. EQBK cites his qualifications as providing “sound leadership” and deep sector knowledge relevant to board oversight .
Equity Ownership
| Holder | Direct | IRA | Trust | Total Beneficial Ownership | % of Outstanding | Pledged |
|---|---|---|---|---|---|---|
| James S. Loving | 7,110 | 8,000 | 11,118 (James S. Loving Trust) | 26,228 | * (<1%) | None disclosed for Loving; company policy restricts pledging with limited pre‑approvals |
Stock ownership guidelines for outside directors: Required beneficial ownership of $500,000 within five years; as of Dec 31, 2024, outside directors have met or are on track to comply .
Governance Assessment
-
Strengths
- Independent director; chairs Compensation Committee—direct oversight of executive pay and incentives; member of Audit Committee—financial reporting oversight .
- Attendance threshold met; engaged board with regular executive sessions; independent director governance structure in place .
- Equity alignment via annual stock awards; ownership guideline of $500,000 promotes skin-in-the-game .
- No Loving-specific related party transactions disclosed; insider policy restricts hedging/pledging .
-
Watch items / potential risks
- Director equity elections can include stock options; while time-based, options are not performance-conditioned for directors (typical but worth monitoring alignment) .
- Company-level related party transaction (Hutton Corporation) underscores need for continued rigorous committee oversight of conflicts; not tied to Loving .
- Say‑on‑Pay approval was ~70% in 2024—moderate support; as Compensation Chair, Loving’s engagement with investor feedback is consequential .
-
Signals
- Board pursuing declassification to annual elections—enhances accountability and investor confidence; Loving standing for election under new structure .
- Compensation Committee uses independent consultant; documented best practices including clawbacks, double-trigger change-in-control, and no tax gross-ups—shareholder‑friendly posture overseen by Loving as Chair .
Attendance at meetings: Board held 8 regular and 2 special meetings in 2024; all directors met ≥75% attendance; independent executive sessions held 8 times; presiding director for executive sessions is Corporate Governance Committee chair (Penner) .
Independence status: Loving is independent; majority of board is independent under NYSE rules .
Related-party exposure: Lending and other transactions with directors/officers occur on market terms; formal policy and Audit Committee review in place; specific 2024 transaction disclosed relates to Hutton, not Loving .