Jerry Maland
About Jerry P. Maland
Independent director of Equity Bancshares, Inc. since 2016; age 74. Former owner/operator of McDonald’s restaurants in Harrison, Berryville, and Eureka Springs, Arkansas, and long-tenured bank director/chair at Community First Bancshares and Community First Bank following formation in 1997; earlier director roles at Security Bank and First Commercial Corporation (1984–1997). Graduate of Luther College; brings extensive bank management, board oversight, and local market knowledge to EQBK’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community First Bancshares, Inc. | Director; Chairman | Since 1997; merged into EQBK in 2016 | Led board oversight pre-merger; appointed to EQBK board at closing |
| Community First Bank | Chairman | Since 1997; merged into EQBK in 2016 | Bank chair; governance oversight |
| Security Bank | Director | 1984–1997 | Board service prior to forming Community First Bank |
| First Commercial Corporation | Director | 1984–1997 | Board service prior to forming Community First Bank |
External Roles
| Organization | Role | Tenure | Geography |
|---|---|---|---|
| McDonald’s franchisee (Harrison, Berryville, Eureka Springs) | Owner/operator | Not disclosed | Arkansas |
Board Governance
- Independence: Board determined Maland is independent under NYSE and SEC rules.
- Attendance: Board held 8 regular and 2 special meetings in 2024; all directors attended at least 75% of combined board and committee meetings.
- Executive sessions: Board held eight executive sessions; independent directors held eight; presiding director is the Corporate Governance Committee chair.
- Annual meeting engagement: All directors attended the 2024 annual meeting.
| Assignment | Committee | Role | 2024 Committee Meetings |
|---|---|---|---|
| Primary | Compensation | Member | 6 |
| Other | Audit | — | 12 (note: audit also met 8 times for external disclosures) |
| Other | Nominating & Governance | — | 6 |
| Other | Risk | — | 4 |
Additional governance signals
- Board declassification proposal approved to phase out staggered terms, moving to annual elections by 2027.
- Hedging/pledging prohibited for directors under insider trading policy (limited exceptions require pre-approval).
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $41,300 | Includes annual retainer and committee fees earned (prepaid May 1, earned through service period); EQBK policy: retainer increased to $40,000; committee member fees generally $4,200; audit member $5,400; audit chair $16,800; bank credit committee $48,000 |
| Stock awards (grant-date fair value) | $37,667 | One-year vesting RSUs and/or stock options; see structure below |
| Total | $78,967 | Aggregate 2024 compensation |
| Director Compensation Policy (2024 service year) | Amount/Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $40,000 |
| Annual equity grant (value) | $40,000 |
| Committee member fees (Comp, Governance, Trust, Risk) | $4,200 |
| Committee chair fees (Comp, Governance, Trust, Risk) | $11,400 |
| Audit Committee member | $5,400 |
| Audit Committee chair | $16,800 |
| Equity Bank Credit Committee | $48,000 (member) |
| Vesting & clawbacks | Director equity grants vest after one-year service; fees prepaid May 1 and subject to repayment if director leaves before vesting; compensation recovery policy revised Nov 2023 to recoup erroneously awarded incentive compensation upon restatement/misconduct (company-wide policy) |
Performance Compensation
- No director-specific performance-based compensation metrics are disclosed; director equity is time-based RSUs and/or stock options vesting with service.
| Equity Award Structure (FY2024) | Details |
|---|---|
| RSUs (one-year vest) | Alternative structures: 1,195 RSUs; or 598 RSUs paired with options |
| Options (one-year vest) | Alternative structures: 2,811 non-qualified options; or 1,405 options paired with RSUs |
| Vesting terms | Director grants vest at service anniversary; forfeiture and fee repayment if service ends before vesting |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| Security Bank | Prior | Director | 1984–1997; no current role disclosed |
| First Commercial Corporation | Prior | Director | 1984–1997; no current role disclosed |
| Community First Bancshares, Inc. | Prior | Director; Chairman | From formation (1997) until 2016 merger into EQBK |
| Community First Bank | Prior | Chairman | From 1997 until merger into EQBK |
- The proxy does not list any current public company directorships beyond EQBK for Maland.
Expertise & Qualifications
- Banking governance: Extensive bank management and oversight; local market knowledge from prior community banking leadership; franchise operations background.
- Education: Luther College; age 74; director since 2016.
- Committee experience: Active member of EQBK Compensation Committee; signatory on Compensation Committee report.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition/Notes |
|---|---|---|---|
| Jerry P. Maland | 135,294 | <1% | 1 share directly; 17,258 IRA; 112,348 in Maland family living revocable trust; 5,687 held by spouse |
| Ownership guidelines (outside directors) | $500,000 of value required within 5 years; compliance status | As of Dec 31, 2024, each outside director had met or was on track to comply | Company-wide guideline for outside directors |
- No pledging by Maland disclosed; one director (Penner) has pledged shares (not Maland).
- Hedging/pledging prohibited for directors absent pre-approval; short sales and derivatives on company stock prohibited.
Governance Assessment
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Positive signals
- Independence; member of a fully independent Compensation Committee; committee uses independent consultant (Blanchard) and maintains double-trigger CIC and clawback provisions across compensation programs.
- Attendance and engagement: met at least 75% attendance; board and independent director executive sessions demonstrate active oversight.
- Ownership alignment: robust $500,000 director stock ownership guideline; prepaid fees and one-year vesting create service-linked equity; no pledging by Maland.
- Board declassification: enhances accountability via annual elections by 2027.
-
Watch items
- Say-on-Pay support at 70% in 2024 indicates room for further investor alignment; as a Compensation Committee member/signatory, continued engagement on pay outcomes and metrics is warranted.
- Related party transactions policy is in place; 2024 disclosures noted a director-related vendor (Hutton Corp) reviewed and ratified; no specific related party transaction disclosed for Maland.
-
Overall: Maland’s tenure, independence, Compensation Committee role, and ownership alignment support board effectiveness. No red flags disclosed regarding attendance, conflicts, hedging/pledging, or related-party exposure for Maland.