Kevin Cook
About Kevin Cook
Independent director since 2021 (age 60), Audit Committee Chair and Risk Committee member at Equity Bancshares, Inc. Cook is a retired partner and business leader at Forvis Mazars, LLP (retired September 2019), with a 33-year public accounting career serving financial institutions; he qualifies as an “audit committee financial expert.” He holds a BS in Accounting from Nebraska Wesleyan University and serves as Board Chair and on the Board of Governors of Nebraska Wesleyan University. Cook is classified as independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forvis Mazars, LLP | Partner; business leader; national tax leader financial services; national outsourcing leader; regional leader (KC/IA/WI) | Retired Sep 2019 | Led and grew financial services practice; deep expertise in financial reporting, taxation, M&A, strategic planning, and governance for financial services clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nebraska Wesleyan University | Board Chair; Board of Governors | Current | Higher-education governance leadership; non-profit (not a public company) |
Board Governance
- Committee assignments (2024): Audit Committee (Chair); Risk Committee (member). The Audit Committee met 12 times; Compensation 6; Nominating & Governance 6; Risk 4.
- Independence and engagement: Board determined Cook is independent; all directors attended at least 75% of Board and applicable committee meetings; independent directors held eight executive sessions; Board held eight regular and two special meetings in 2024.
- Financial oversight: Audit Committee duties include auditor selection/oversight, internal controls, and financial reporting risk; Cook is designated an “audit committee financial expert.”
Fixed Compensation
- Structure: Annual cash retainer $40,000; committee member fees $4,200 (Compensation, Nominating & Governance, Risk); committee chair fees $11,400; Audit Committee member retainer $5,400; Audit Committee chair retainer $16,800; directors on Equity Bank’s Credit Committee receive $48,000 (not applicable to Cook). Equity grant valued at $40,000 annually, service-based vesting; fees prepaid May 1 each year and subject to clawback if service ends before vest; director stock ownership guideline $500,000 within five years; outside directors met or are on track.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 45,167 | 57,167 |
| Stock Awards ($) | 33,000 | 37,667 |
| Total ($) | 78,167 | 94,834 |
Performance Compensation
- Equity mix: Annual director equity grants are service-based (no performance metrics), structured as either restricted stock awards or non-qualified stock options that vest after one year for the director service period. For 2024 service year, directors could elect one of: 1,195 RSUs; 2,811 options; or 598 RSUs plus 1,405 options; grant value $40,000.
- No director-specific performance metrics (e.g., TSR/EPS hurdles) are disclosed for director equity awards; metrics-based PRSU programs apply to executive officers, not directors.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Nebraska Wesleyan University | Non-profit | Board Chair; Board of Governors | None disclosed with EQBK suppliers/customers; non-public institution |
| Other public company boards | — | — | None disclosed in biography/Proxy |
- Auditor relationship: Company’s independent auditor is Crowe LLP; Cook’s prior firm (Forvis Mazars) is not the auditor—no auditor interlock indicated.
Expertise & Qualifications
- Audit committee financial expert; financially literate; extensive accounting/financial reporting expertise.
- Strategic planning, taxation, M&A, and governance experience in financial services industry.
Equity Ownership
| Metric | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 21,748 (less than 1% of outstanding) |
| Ownership % of Class A Common | <1% (based on 17,508,740 shares outstanding) |
| Direct Holdings | 1,540 shares held of record by Kevin Cook |
| Indirect Holdings | 20,208 shares held of record by the Cook Family Trust (Cook is a Trustee) |
| Hedging/Pledging | Prohibited for directors under insider trading policy (limited exceptions only with pre-approval) |
| Director Ownership Guideline | $500,000 required within five years; outside directors met/are on track |
Governance Assessment
- Board effectiveness: Cook’s role as Audit Chair and designation as an audit committee financial expert strengthen financial oversight, internal control monitoring, and auditor independence; committee structures and meeting cadence indicate active governance.
- Independence and attendance: Independent status and robust executive session practice support board objectivity; attendance thresholds met by all directors.
- Alignment and incentives: Director pay combines cash retainer and annual equity with service-based vesting; ownership guidelines promote alignment; hedging/pledging prohibitions reduce misalignment risk.
- Conflicts/related-party exposure: No related-party transactions disclosed for Cook; board reviewed a disclosed third-party transaction with Hutton Corporation under the related-person policy, indicating active oversight.
- Shareholder signals: Say-on-pay approval ~70% in 2024 suggests moderate support for executive pay; continued attention to pay governance is warranted.
Red flags: None disclosed specific to Cook (no pledging, no related-party transactions, independent status, strong audit leadership).