Renee Koger
About R. Renee Koger
R. Renee Koger, 63, is an independent director of Equity Bancshares, Inc. (EQBK) and has served on the board since 2003 (Class I nominee in 2025). She is a partner at Wise & Reber, L.C., where she has practiced since 1991, and brings legal, accounting, and tax expertise; she holds degrees in Agricultural Economics and Accounting from Oklahoma State University, a J.D. from the University of Tulsa, and passed the CPA exam in 1987 . The board has affirmatively determined she is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Equity Bancshares, Inc. | Director (Independent) | Director since 2003 (Class I) | Member, Compensation Committee; brings legal, accounting, and tax oversight strengths |
| Wise & Reber, L.C. | Partner; leads Estate Planning and Tax Planning groups | Since 1991 | Legal, tax, accounting expertise relevant to financial reporting and risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McPherson Chamber of Commerce | Past President | Not disclosed | Community leadership; stakeholder engagement |
| United Way Fund | Chair | Not disclosed | Philanthropy oversight |
| Other public company boards | None disclosed | — | No other public company directorships disclosed in EQBK proxy |
Board Governance
- Independence: Independent; board identifies all directors except the CEO (Brad S. Elliott), Benjamen M. Hutton, and Gregory H. Kossover as independent .
- Committee assignments (2024 service year): Compensation Committee member; not a chair .
- Committee meeting cadence:
- 2024: Audit 12; Compensation 6; Nominating & Governance 6; Risk 4 .
- 2023: Audit 13 (note: eight of these were solely for disclosure approvals); Compensation 3; Nominating & Governance 6; Risk 5 .
- Attendance: All directors attended at least 75% of aggregate board and applicable committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Executive sessions: Eight board executive sessions without management and eight independent-director executive sessions in 2024; presiding director is the Corporate Governance Committee chair (Mr. Penner) .
- Board structure: The board proposed declassifying the board beginning with the 2025 annual meeting to enhance accountability; requires 66 2/3% approval .
- Election status: Koger is a Class I nominee at the 2025 meeting; if declassification amendment passes, the term would be one year (otherwise three years) .
Fixed Compensation
Director compensation framework and Koger’s actual pay:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 39,000 | 45,267 |
| Stock Awards ($) | 33,000 | 37,667 |
| Total ($) | 72,000 | 82,934 |
- Structure changes: Following a 2023 Blanchard Consulting Group study, annual director cash retainers increased from $32,000 to $40,000 and annual equity grants from $33,000 to $40,000; committee member retainers were also increased (Comp/Gov/Risk/Trust members $4,200; chairs $11,400; Audit member $5,400; Audit chair $16,800). A separate Equity Bank Credit Committee retainer is $48,000 for directors serving on that bank-level committee. Fees are prepaid May 1 and earned over the year; equity vests after one year; forfeiture and fee clawback apply if the director departs during the service period .
Performance Compensation
- Equity grant design and vesting (non-employee directors):
- 2024 service year: $40,000 grant delivered as one of three choices: 1,195 restricted shares; or 2,811 non-qualified options; or 598 restricted shares plus 1,405 options; all vest at the anniversary (time-based) .
- 2023 service year: $33,000 grant delivered as 1,540 restricted shares; one-year vest (time-based) .
- Performance metrics: None disclosed for director equity; grants are time-based rather than performance-conditioned .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other U.S. public company directorships | None disclosed in EQBK proxy for Koger |
| Committee roles at other public companies | None disclosed |
| Notable interlocks/conflicts | Board-level related-party transaction disclosed with Hutton Corporation (director-controlled) for $2,179,787 in 2024; reviewed and ratified under policy. No related-party transactions involving Koger disclosed. Monitor adjacency that EQBK’s General Counsel previously practiced at Wise & Reber, L.C., the same firm where Koger is a partner; no fee arrangements with Wise & Reber are disclosed in the proxy . |
Expertise & Qualifications
- Legal, accounting, and tax expertise; CPA exam passed in 1987 .
- Oversight of financial reporting and enterprise/operational risk management (as cited in qualifications) .
- Community leadership experience (Chamber of Commerce; United Way) .
Equity Ownership
Beneficial ownership and alignment (as of February 28, 2025 unless noted):
| Item | Amount |
|---|---|
| Shares beneficially owned | 70,583 (<1% of outstanding) |
| Breakdown | 61,101 shares held of record; 9,482 options exercisable within 60 days |
| Ownership guidelines | Non-employee directors must hold $500,000 of EQBK stock within five years of guideline adoption or initial election; as of the reporting date, all covered individuals are compliant or on track |
| Pledged shares | No pledge disclosed for Koger; proxy footnotes identify pledge only for Mr. Penner (78,895 shares) |
Governance Assessment
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Strengths
- Independent, long-tenured director with directly relevant legal/tax/accounting expertise supporting audit-quality oversight; board confirms independence .
- Active Compensation Committee member; committee is independent and uses an outside consultant (Blanchard) without conflicts; increased meeting cadence in 2024 suggests more engagement .
- Robust director ownership standard ($500k) with compliance/on-track status, aligning interests; annual equity grants (time-based) further align incentives .
- Board moving to declassify in 2025, enhancing accountability to shareholders .
- Shareholder sentiment: Say-on-pay passed in 2024 (For 7,228,943; Against 3,070,329; Abstain 37,006), indicating acceptable pay governance environment .
-
Watch items / potential conflicts
- Board-level related-party transaction with Hutton Corporation was reviewed and ratified; no Koger-specific related-party transactions disclosed, but continue to monitor any legal service relationships given Wise & Reber connection to the General Counsel’s prior employment (no fees disclosed to Wise & Reber) .
- Equity grant design for directors allows selection of options vs. RSAs; while aligned, time-based vesting lacks performance conditions—investors may prefer performance-linked equity for directors, though this is uncommon in banking boards .
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Attendance and engagement
- All directors met ≥75% attendance threshold; eight executive sessions of the full board and eight independent-only sessions underscore governance discipline; presiding director role clearly designated .
-
Compensation positioning
- Director pay targeted between the 50th–75th percentile of peers (per Blanchard study) and increased in 2024; while market-consistent, investors should monitor for pay inflation relative to performance and responsibilities .
Overall: Koger appears to be a credible, engaged, and independent director with valuable legal/tax credentials and material insider ownership, sitting on the Compensation Committee without disclosed conflicts. The board’s move to declassify and adherence to ownership guidelines support investor confidence; continue monitoring related-party disclosures and the mix of director equity (options vs shares) for alignment best practices .