🧾 What This Document Is

This is a Definitive Proxy Statement (DEF 14A) for Bank7 Corp. (BSVN). It's the official invitation and information packet for the 2026 Annual Meeting of Shareholders. Shareholders use it to understand what they're voting on and to submit their votes. The meeting is on May 20, 2026, at 11:30 a.m. Central Time at their Oklahoma City offices (1039 N.W. 63rd Street, Oklahoma City, OK 73116).

👉 Why it matters: If you own Bank7 stock, this document tells you exactly what decisions you get to make about the company's leadership and oversight, and how to have your say.

🏢 What The Company Does

👉 In simple terms: Bank7 Corp. is a bank holding company. It operates Bank7, a full-service commercial bank primarily serving communities in Oklahoma, Kansas, and Texas. They make money the traditional banking way: taking deposits and making loans (commercial, real estate, consumer).

📊 The Big Vote: What Shareholders Decide

Shareholders will vote on three main proposals:

ELECT DIRECTORS: Choose 7 board members for 1-year terms: William M. Buergler, Teresa L. "Tracy" Dick, Edward P. Gray, William B. "Brad" Haines, John T. Phillips, Thomas L. Travis, and Gary D. Whitcomb.
RATIFY AUDITORS: Approve RSM US LLP as the independent accounting firm for 2026.
ADVISORY VOTE ON EXECUTIVE PAY: Give a non-binding "yes" or "no" on the compensation paid to top executives (the "Named Executive Officers" or NEOs).

🧑‍💼 Meet the Director Nominees

The board proposes 7 directors with diverse backgrounds:

William M. Buergler (Age 53): Accounting/Tax expert, Partner at MAP Energy, former Chesapeake Energy exec. Independent.
Teresa L. "Tracy" Dick (Age 56): Finance/Accounting leader, Executive VP & Chief Accounting Officer at Diamondback Energy. Independent.
Edward P. Gray (Age 63): Healthcare/Finance background, former CEO of Healthcare Partners, Managing Director at Roaring Fork Capital. Independent.
William B. "Brad" Haines (Age 76): Company Founder, Chairman of the Board since 2004, extensive business ownership (construction, real estate, energy, finance). Not Independent (Executive).
John T. Phillips (Age 56): Company COO since 2018, Senior EVP since 2015, Corporate Secretary since 2004, finance/accounting background. Not Independent (Executive).
Thomas L. Travis (Age 68): Company President & CEO, Bank Vice Chairman & CEO, 36+ years banking experience. Not Independent (Executive).
Gary D. Whitcomb (Age 79): Real estate broker/investor since 1986, former military officer. Independent.

👉 Why it matters: The board mix matters. You have 4 independent directors (Buergler, Dick, Gray, Whitcomb) providing oversight, and 3 executives (Haines, Phillips, Travis) running the company. Their combined experience covers banking, finance, accounting, real estate, energy, and healthcare.

💰 The Auditor Question & Fees

Shareholders vote to ratify the appointment of RSM US LLP as the independent auditor for 2026. A representative will be at the meeting.

Total Auditor Fees Paid:
- 2025 (RSM US LLP): $732,605
- 2024 (Former Auditor - Forvis): $511,134
Fee Breakdown (2025):
- Audit Fees: $658,037
- Tax Fees: $56,028
- All Other Fees: $18,540 (for permissible non-audit services)

👉 Why it matters: The significant increase (43%) in total fees from 2024 to 2025 reflects the change in auditing firms and potentially increased scope. The Audit Committee pre-approves all services.

💼 Executive Compensation Deep Dive

The filing details pay for the top 3 executives (Named Executive Officers - NEOs) for 2025:

William B. Haines (Chairman): $1,550,113 (Salary: $788,461 + Bonus: $722,500 + Other: $39,152). No stock awards in 2025.
Thomas L. Travis (President & CEO): $2,375,029 (Salary: $788,461 + Bonus: $722,500 + Stock Awards: $825,001 + Other: $39,067).
Jason E. Estes (EVP & Chief Credit Officer): $2,699,394 (Salary: $503,846 + Bonus: $412,500 + Stock Awards: $1,748,246 + Other: $34,802).

👉 Why it matters: Executive pay is a major focus for shareholders. The large stock awards for Travis and Estes ($825k and $1.75m respectively) tie their pay directly to company performance and stock price over time. Haines, the founder, receives primarily cash compensation.

Compensation Philosophy: Uses a mix of base salary, discretionary cash bonuses (based on performance like ROA/ROTCE), and long-term incentive (LTI) stock awards vesting over 3 years (based on ROA, Net Charge-offs, and Total Shareholder Return vs. peers).
Retention Award: Jason Estes received a special 30,000 RSU retention award on July 29, 2025, vesting over 8 years.
Change-in-Control: Unvested equity accelerates (vests immediately) upon death, disability, or a "Change in Control" (e.g., 50% ownership change, major asset sale, merger).

👥 Ownership & Governance

Insider Ownership: Directors and executive officers as a group own 25.71% of shares (2.46 million shares). The Haines Family Trusts are the largest owners with 49.04% (4.64 million shares).
Board Structure: 7 members. 4 are independent. Brad Haines (Founder) is Chairman; Thomas Travis is CEO (separate roles).
Key Committees (All Independent):
- Audit Committee (Met 5x in 2025): Buergler (Chair), Dick, Whitcomb. Buergler is the "financial expert."
- Compensation Committee (Met 5x in 2025): Gray (Chair), Buergler, Dick.
- Nominating Committee (Met 2x in 2025): Whitcomb (Chair), Dick, Gray.
Director Pay (2025): Non-employee directors earned between $86,020 (Dick/Gray) and $99,270 (Buergler), including cash fees and stock awards.
Policies: Has a Code of Conduct, Insider Trading Policy, and a Clawback Policy (to recover incentive pay if financials are restated).

🔮 What's Next & Key Dates

Record Date (March 25, 2026): Only shareholders on this date can vote.
Voting Deadline: 11:59 PM Eastern Time on May 19, 2026 (for Internet or phone votes). Mail votes must arrive before the meeting.
Annual Meeting: May 20, 2026, 11:30 AM Central Time (in person at HQ). An operational report & Q&A will follow the formal votes.
2026 Compensation: Long-Term Incentive Awards for executives will be based on 2023-2025 performance (ROA, Charge-offs, TSR vs. peers).

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Strong Insider Alignment: Founding family (Haines) owns ~49%, ensuring leadership has significant "skin in the game."
Experienced Leadership: Long-tenured CEO (Travis) and key executives with deep banking roots.
Defined Compensation: LTI plans tie exec pay directly to measurable bank performance (ROA, Charge-offs) and shareholder return (TSR).
Governance Structure: Independent directors hold key committee chairs (Audit, Compensation, Nominating). Clawback policy in place.

⚠️ Risks:

Concentrated Control: Haines family's 49% ownership means they could effectively control shareholder votes, potentially limiting minority shareholder influence.
Key Person Risk: Heavy reliance on the experience of Chairman Haines (76) and CEO Travis (68). Succession planning is crucial.
Auditor Fee Jump: The 43% increase in audit fees warrants scrutiny, though likely due to the firm change.
Complex LTI Metrics: While performance-based, the LTI structure (ROA, Charge-offs, TSR percentiles) is complex for average shareholders to evaluate annually.

🧠 The Analogy

Think of Bank7 like a family-owned regional restaurant chain. The founding family (Haines) owns nearly half the business and the patriarch is still Chairman. They've hired a seasoned restaurant manager (CEO Travis) and other experienced chefs (executives). This proxy is the meeting agenda for the other shareholders (investors): they get to vote on keeping the current board of advisors (directors), approve the company's bookkeeper (auditor), and give an opinion on whether the head chef and manager are being paid fairly based on how well the restaurants performed last year.

📇 Key Contacts & People

Investor Relations: [email protected]
Corporate Secretary: John T. Phillips (Also Director, SEVP, COO)
Proxy Solicitor: Broadridge Corporate Solutions, Inc. (tabulates votes)
Independent Auditor: RSM US LLP
Named Executive Officers (NEOs):
- William B. Haines (Chairman)
- Thomas L. Travis (President & CEO, Company; Vice Chairman & CEO, Bank)
- Jason E. Estes (EVP & Chief Credit Officer, Company; President & Chief Credit Officer, Bank)

🧩 Final Takeaway

Shareholders of Bank7 Corp. are being asked to reappoint a board mix of founders, executives, and independent directors, approve the external auditor (whose fees rose significantly), and give a non-binding thumbs-up on executive pay heavily weighted toward performance-based stock. The controlling Haines family's ~49% stake means these votes are largely a formality unless there's significant opposition from other investors. The core decision is endorsing the current leadership and governance structure.

Bank7 Corp. — DEF 14A Filing