EQUITY BANCSHARES, INC. (NASDAQ:EQBK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On February28, 2018, the Compensation Committee (the “Compensation Committee”) of Equity Bancshares, Inc. (the “Company”) upon the recommendation of the Company’s Board of Directors approved equity awards to Brad S. Elliott, the Company’s Chairman and Chief Executive Officer, and Gregory H. Kossover, the Company’s Chief Financial Officer, having the following target award values (“Target Value”):
|
Name and Title |
TargetValue | PRSUs | TRSUs | |
|
Brad S. Elliott, Chairman and Chief Executive Officer |
$ | 2,000,000 | 27,071units | 27,071units |
|
Gregory H. Kossover, Chief Financial Officer |
$ | 1,500,000 | 20,303 units | 20,303 units |
The Target Value of each equity award was converted into 50% performance-vested restricted stock units (“PRSUs”) and 50% time-vested restricted stock units (“TRSUs”). The PRSUs and TRSUs were granted under the terms of the Company’s Amended and Restated 2013 Stock Incentive Plan (the “Plan”) on February28, 2018 (the “Grant Date”). The target number of PRSUs and TRSUs was determined by dividing 50% of the Target Value by $36.94, the closing price of the Company’s common stock on the Grant Date.
The PRSUs will be earned based on achievement over the three-year performance period that began January1, 2018 and ends December31, 2020 (the “Performance Period”), of pre-defined performance goals determined by the Compensation Committee that are based on (i)the Company’s core earnings per share growth relative to an index of other US banks with between $3 billion and $10billion in total assets and (ii)total shareholder return, assuming reinvestment of dividends, relative to the bank index. Grants of PRSUs will cliff vest at the end of the Performance Period based on actual performance and achievement of the performance goals. Vesting will range from 50% of target payout for achieving threshold performance and 150% of target payout for achieving stretch performance.
The TRSUs will vest over three years, with 25% vesting immediately upon grant, and 25% at the annual anniversary of the grant for the next three years.
In connection with grants of the PRSUs and TRSUs, the Compensation Committee also adopted a Form of PRSU Award Agreement and Form of TRSU Award Agreement. The PRSU Award Agreement, among other things, provides that if the grantee’s employment with the Company is terminated for any reason other than for “Cause” (as defined in the Plan) before the last day of the Performance Period all unvested PRSUs will vest based on the specified target performance under the PRSU. Likewise, the TRSU Award Agreement, among other things, provides that if the grantee’s employment with the Company is terminated for any reason other than for “Cause” (as defined in the Plan) before the last day of the vesting period, all unvested TRSUs will vest immediately. If the grantee’s employment with the Company is terminated for Cause, all unvested PRSUs and TRSUs shall be forfeited.
The foregoing descriptions of the PRSUs and TRSUs do not purport to be complete and are qualified in their entirety by reference to the Form of PRSU Award Agreement and Form of TRSU Award Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.
| Item 5.02 | Financial Statements and Exhibits. |
2
EQUITY BANCSHARES INC ExhibitEX-10.1 2 d472904dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 NOTICE OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD EQUITY BANCSHARES,…To view the full exhibit click here
About EQUITY BANCSHARES, INC. (NASDAQ:EQBK)
Equity Bancshares, Inc. is a bank holding company. The Company’s principal activity is the ownership and management of its subsidiary, Equity Bank (the Bank). The Bank provides a range of financial services primarily to businesses and business owners, as well as individuals. As of November 10, 2016, the Company operated through 34 branches located in Kansas, Missouri and Arkansas. The Company’s operations involve the delivery of loan and deposit products to its customers. The Company offers commercial banking products and other services, including lending activities, deposit products, and other products and services. It offers a suite of online banking solutions, including access to account balances, online transfers, online bill payment, and electronic delivery of customer statements and mobile banking solutions. In addition, the Company offers commercial treasury management services, wire transfer, automated clearing house (ACH) services and cash management deposit products.