Equity Bancshares Inc

This management-sponsored, non-binding advisory proposal asks stockholders to endorse the Company’s disclosed 2025 executive compensation practices and outcomes. Management frames the pay program as market-competitive, largely performance-based, and intended to align executives’ interests with long-term stockholder value, citing a mix of base salary, annual cash incentives tied to adjusted pre-tax income and net-over-head metrics, and long-term equity awards (TRSUs and PRSUs). The Board and Compensation Committee emphasize risk mitigation features (clawback policy, caps, double-trigger change-in-control provisions) and engagement with an independent compensation consultant as rationale for support. The vote is advisory and not binding, but the Board commits to consider stockholder feedback and adjust practices if there is significant opposition. Company disclosure notes prior say-on-pay results (about 65.4% approval in 2025) and provides detailed pay-for-performance metrics and peer benchmarking used to set targets. Institutional investors and proxy advisors often view such advisory votes as a governance signal; a strong affirmative vote would validate current compensation design, while a weak showing could prompt shareholder outreach and substantive plan changes. Given the Company’s recent M&A activity, capital transactions and one-time items affecting reported GAAP results, management has presented adjusted metrics (e.g., adjusted pre-tax income) as the basis for incentive outcomes, which could be a point of scrutiny among investors seeking simpler or more GAAP-congruent metrics. Overall, the Board recommends FOR to signal continued alignment and to preserve flexibility in compensation design, while retaining a willingness to respond to shareholder concerns.

This management proposal requests shareholder approval to increase the 2022 Plan’s share reserve by 1,000,000 shares (and the parallel limit on shares available for incentive stock options) to maintain the company’s ability to grant equity awards. Management argues the increase is necessary to continue using equity to recruit, retain and incentivize employees and non-employee directors, and to avoid having to replace equity with cash compensation that could be more dilutive to cash resources and less aligned with stockholder interests. The filing discloses current plan metrics — a three-year average burn rate of ~1.25%, 781,198 outstanding options (weighted-average exercise price $36.70), and only 190,540 shares remaining available under the plan as of February 27, 2026 — data which the Compensation Committee used to determine the requested increase. The proposed amendment preserves governance protections favored by investors, including limits on repricing without shareholder approval, minimum vesting periods (with limited exceptions), a non-liberal change-in-control definition, clawback application, and a fungible-share counting method that counts full-value awards more heavily. From a shareholder perspective, the key trade-offs are dilution risk from the additional authorization versus the retention and performance alignment benefits of continuing to grant equity; management frames the increase as necessary given recent and anticipated hiring and to support long-term incentive programs tied to TSR and EPS-based PRSUs. Proxy advisory firms will likely evaluate the request using metrics disclosed (overhang, burn rate, historical grants, and dilution) and whether the plan features limit inappropriate dilution or overly liberal recycling; the filing’s disclosure of low remaining availability and conservative features is intended to mitigate those concerns. The Board’s unanimous recommendation to vote FOR reflects its view that the increase is prudent to support the company’s growth and compensation strategy while retaining stockholder-aligned safeguards.