Shawn Penner
About Shawn Penner
Shawn D. Penner, age 54, has served on Equity Bancshares, Inc.’s Board since 2003. He is the owner of Shamrock Development, LLC (founded 1997), and previously worked as a national bank examiner for the OCC. Penner holds a BBA and MBA from Wichita State University and serves on the WSU Foundation Board of Directors, chairing its Investment Committee . The Board has affirmatively determined Penner is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Office of the Comptroller of the Currency (OCC) | National Bank Examiner | Not disclosed | Regulatory and examination experience brought to board oversight |
| Shamrock Development, LLC | Owner | Founded 1997 – present | Real estate development leadership; market knowledge |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| First Federal of Olathe Bancorp, Inc. | Director | Current (last 5 years) | Not disclosed |
| First Federal Savings and Loan Bank | Director | Current (last 5 years) | Not disclosed |
| GPV, Inc. | Director | Current (last 5 years) | Not disclosed |
| Wichita State University Foundation | Director; Chair, Investment Committee | Current | Oversees investment program; governance leadership |
Board Governance
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Committee assignments and leadership:
- Chair, Corporate Governance & Nominating Committee; presiding director at each executive session of the Board .
- No Audit, Compensation, or Risk Committee membership disclosed for Penner in 2024 .
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Board activity and independence:
- Board held eight regular and two special meetings in 2024; all directors attended ≥75% of aggregate Board and committee meetings .
- Board held eight executive sessions without management; independent directors also met eight times in executive session; Penner presides as Corporate Governance Chair .
- Penner is independent; majority of Board is independent (exceptions: Elliott, Hutton, Kossover) .
| Governance Item | 2024 Detail | Citation |
|---|---|---|
| Committee membership | Corporate Governance & Nominating (Chair) | |
| Board meetings | 8 regular; 2 special | |
| Executive sessions (Board) | 8 | |
| Executive sessions (independent directors) | 8 | |
| Committee meetings | Audit 12; Compensation 6; Nominating & Governance 6; Risk 4 | |
| Independence | Independent director (NYSE) | |
| Annual Meeting attendance | All directors attended 2024 Annual Meeting |
Policies relevant to investor confidence:
- Insider trading policy prohibits hedging, pledging, short sales, and derivative trading; margin accounts prohibited, subject to limited exceptions and pre-approval .
- Board is declassifying to move to annual elections beginning with phase-in at 2025 and full declassification by 2027 (shareholder vote approved via proposed amendment) .
Fixed Compensation (Director)
- Structure (2024 service year):
- Cash retainer: $40,000; equity grant value: $40,000 (common stock) .
- Committee member retainers: Compensation/Corporate Governance/Nominating/Trust/Risk $4,200; committee chair retainers: $11,400; Audit member $5,400; Audit chair $16,800 .
- Fees prepaid May 1; unearned portion repayable if director departs; equity grants one-year vesting; unvested grants forfeited if departure during service period .
- Credit Committee (Equity Bank subsidiary) retainer: $48,000 for members (membership not disclosed for Penner) .
| Component | Amount ($) | Notes | Citation |
|---|---|---|---|
| Cash retainer | 40,000 | Annual director cash retainer | |
| Equity grant value | 40,000 | Common stock via RSAs/options; one-year vesting | |
| Committee member fee | 4,200 | Per Compensation/Nom/Gov/Risk/Trust committee | |
| Committee chair fee | 11,400 | Per applicable committees | |
| Audit committee member | 5,400 | Annual | |
| Audit committee chair | 16,800 | Annual | |
| Credit Committee (Equity Bank) | 48,000 | Per member; membership not disclosed for Penner |
Penner’s 2024 actual director compensation:
| Metric | 2024 ($) | Citation |
|---|---|---|
| Fees earned or paid in cash | 93,433 | |
| Stock awards (grant-date fair value) | 37,667 | |
| Total | 131,100 |
Performance Compensation (Director)
- EQBK does not disclose performance-linked metrics for director compensation; director equity is time-based vesting. 2024 grant forms offered to directors: either 1,195 restricted shares; or 2,811 non-qualified options; or a mix of 598 restricted shares plus 1,405 options (all one-year vesting). Individual director’s selection is not disclosed .
| Director Equity Grant Forms (2024) | Shares / Options | Vesting | Citation |
|---|---|---|---|
| RSAs only | 1,195 RSAs | One-year | |
| Options only | 2,811 NQ options | One-year | |
| Mixed | 598 RSAs + 1,405 options | One-year |
Other Directorships & Interlocks
| Company / Organization | Type | Role | Potential Interlock Relevance |
|---|---|---|---|
| First Federal of Olathe Bancorp, Inc. | Financial institution | Director | No EQBK-related transactions disclosed |
| First Federal Savings and Loan Bank | Financial institution | Director | No EQBK-related transactions disclosed |
| GPV, Inc. | Corporate | Director | Not disclosed |
| WSU Foundation | Non-profit | Director; Chair Investment Committee | Not applicable to EQBK transactions |
No other public company directorships are disclosed in Penner’s biography (which covers current and last five years) .
Expertise & Qualifications
- Bank regulatory experience (former OCC national bank examiner) .
- Executive leadership and market knowledge via Shamrock Development .
- Investment oversight as WSU Foundation Investment Committee Chair .
Equity Ownership
| Metric | Detail | Citation |
|---|---|---|
| Total beneficial ownership | 135,748 shares (jointly with spouse) | |
| Ownership % of outstanding | <1% (denoted by “*”) | |
| Shares pledged as collateral | 78,895 shares (pledged) | |
| Stock ownership guidelines (outside directors) | $500,000 value required within 5 years; all outside directors met or are on track as of 12/31/2024 | |
| Hedging/pledging policy | Hedging and pledging prohibited, with limited exceptions requiring pre-approval; short sales, derivatives, margin accounts prohibited | |
| Section 16 compliance | Company believes all reporting requirements were complied with in 2024 |
Governance Assessment
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Strengths:
- Independence and deep governance engagement: Penner is independent and chairs the Corporate Governance & Nominating Committee; serves as presiding director in executive sessions, signaling robust independent oversight .
- Attendance and engagement: Board held 10 meetings (8 regular, 2 special) in 2024; all directors achieved ≥75% attendance; Board and independent directors held frequent executive sessions .
- Director equity ownership alignment: Outside director stock ownership guideline of $500,000; directors compliant or on track; director equity grants included time-vested stock or options .
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Watch items / RED FLAGS:
- Pledging of company stock: Penner has pledged 78,895 shares as collateral. Given EQBK’s policy generally prohibits pledging (with limited exceptions requiring pre-approval), this is a meaningful alignment risk and governance red flag for investors, suggesting an exception was granted .
- Multi-board roles at other financial institutions: Penner serves as a director at other banks (First Federal entities). No related party transactions are disclosed with those institutions, but interlocks warrant periodic monitoring for potential conflicts .
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Compensation structure signals:
- 2023 study raised director cash retainer to $40,000 and equity to $40,000 (50th–75th percentile target vs peers), improving market alignment. Fees prepaid and subject to repayment if service not completed; equity unvested forfeiture reduces windfall risk .
- Penner’s cash fees were above base retainer, consistent with chair responsibilities and potentially other committee work; total $131,100 including stock awards indicates healthy pay for governance workload .
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Broader governance context:
- Board declassification to annual elections by 2027 enhances accountability and investor influence on Board composition .
Overall, Penner’s independence, governance leadership, and attendance support board effectiveness, but the pledged share position is a notable red flag that investors should weigh when assessing alignment and potential liquidity-related conflicts .