HBT Financial, Inc.
For the period ended May 20, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2025 · Filed Apr 9, 2025
Contents
PAY VERSUS PERFORMANCE
In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), we provide the following disclosure regarding executive "compensation actually paid" and certain Company financial performance measures for the fiscal years listed below. You should refer to our CD&A disclosure, elsewhere in this Proxy Statement, for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.
Pay Versus Performance Table
The Pay Versus Performance Table below summarizes the compensation values both previously reported in our Summary Compensation Table and as required to be adjusted by the rules adopted by the SEC pursuant to the Dodd-Frank Act and certain financial performance measures for the years listed.
| Value of Initial Fixed $100 Investment Based on: · Company- Selected Measure | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for CEO Mr. Carter(1) | Compensation Actually Paid to CEO Mr. Carter(2) | Summary Compensation Table Total for CEO Mr. Drake(1) | Compensation Actually Paid to CEO Mr. Drake(2) | Average Summary Compensation Table Total for non-CEO NEOs(3) | Average Compensation Actually Paid to non-CEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income(7) | Adjusted Earnings Per Share - Diluted(8) |
| 2024 | $1,218,259 | $1,335,195 | $— | $— | $616,527 | $688,248 | $130.02 | $103.80 | $71,780,000 | $2.37 |
| 2023 | $1,015,465 | $1,137,797 | $924,763 | $1,079,179 | $595,741 | $623,058 | $120.66 | $90.55 | $65,842,000 | $2.46 |
| 2022 | $— | $— | $1,165,497 | $1,163,578 | $946,185 | $943,896 | $108.06 | $92.12 | $56,456,000 | $1.93 |
(1)On May 24, 2023, Mr. Carter transitioned to the role of President and Chief Executive Officer of the Company and Heartland Bank. Prior to May 24, 2023, Mr. Drake served as our Chief Executive Officer.
(2)The dollar amounts reported represent compensation actually paid, as calculated in accordance with SEC rules, to our CEO for the covered fiscal year. See the "Calculation of Compensation Actually Paid" section below for further details.
(3)Our non-CEO NEOs were Messrs. Drake, Chapman, Horvath, and Scheirer for 2024; Mr. Chapman for 2023; and Messrs. Carter and Busch for 2022.
(4)The dollar amounts reported represent average compensation actually paid, as calculated in accordance with SEC rules, to our non-CEO NEOs for the covered fiscal year. See the "Calculation of Compensation Actually Paid" section below for further details.
(5)The Company’s cumulative total shareholder return, as of the last day of each reported year, is based on an initial fixed investment of $100 on December 31, 2021.
(6)Reflects the cumulative total shareholder return of the S&P Small Cap 600 Bank Index, as of the last day of each reported year, based on an initial fixed investment of $100 on December 31, 2021. The S&P Small Cap 600 Bank Index is the published industry or line-of-business index used by the Company for purposes of 201(e) of Regulation S-K under the Exchange Act in our Annual Report on Form 10-K for the year ended December 31, 2024.
(7)The Company's net income is reported in the Company's audited financial statements on our Annual Report on Form 10-K for the applicable fiscal year.
(8)Adjusted earnings per share – diluted is the company-selected measure and is a non-GAAP financial measure. As calculated from the Company's audited financial statements, adjusted earnings per share – diluted equals Adjusted Net Income allocated to common shares divided by weighted average common shares outstanding, including all dilutive potential shares. See pages 68 to 75 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024 for a reconciliation of non-GAAP measures to their most closely comparable GAAP measures.
Calculation of Compensation Actually Paid
To calculate the amounts of "compensation actually paid" to our CEO and, on an average basis, our other NEOs, as reported in the table above, the following adjustments were made to total compensation as reported in the Summary Compensation Table.
| 2024 · 2023 · 2022 | |||||||
|---|---|---|---|---|---|---|---|
| CEOMr. Carter | Non-CEO NEOs (Average) | CEO Mr. Carter | CEO Mr. Drake | Non-CEO NEOs (Average) | CEOMr. Drake | Non-CEO NEOs (Average) | |
| Total Compensation from Summary Compensation Table | $1,218,259 | $616,527 | $1,015,465 | $924,763 | $595,741 | $1,165,497 | $946,185 |
| Equity Awards Adjustments | |||||||
| Deduct: Summary Compensation Table grant date fair value of equity awards granted during fiscal year | 208,020 | 116,523 | 187,258 | 237,197 | 64,002 | 234,848 | 181,045 |
| Add: Fair value as of fiscal year end of equity awards granted during the fiscal year that are outstanding and unvested as of the fiscal year end | 298,782 | 167,360 | 173,989 | 220,389 | 59,467 | 240,124 | 185,113 |
| Add: Change as of fiscal year end in fair value of equity awards granted in any prior year that are outstanding and unvested as of fiscal year end | 57,614 | 39,934 | 120,594 | 152,475 | 31,852 | (8,710) | (7,450) |
| Add: Change as of the vesting date (from end of prior fiscal year) in fair value of any equity awards granted in any prior year that vested during or at the end of the fiscal year | (31,440) | (19,050) | 15,007 | 18,749 | — | 1,515 | 1,093 |
| Total Equity Awards Adjustments | 116,936 | 71,721 | 122,332 | 154,416 | 27,317 | (1,919) | (2,289) |
| Compensation Actually Paid | $1,335,195 | $688,248 | $1,137,797 | $1,079,179 | $623,058 | $1,163,578 | $943,896 |
Financial Performance Measures
As described in greater detail in the CD&A, a substantial portion our NEOs’ compensation is directly linked to the achievement of financial and operational metrics, as well as other strategic goals with rigorous targets that align with the Company’s business strategy, compensation philosophy, shareholder interests and most importantly, our long-term goals.
In addition to the Pay Versus Performance Table above, the following are the most important financial measures we use to link compensation actually paid to our CEO and our non-CEO NEOs for the most recently completed year to the Company’s performance. The measures in this list are not ranked, but the company-selected measure is denoted with an asterisk.
Adjusted Earnings Per Share – Diluted(1)*
Adjusted Pre-Provision Net Revenue Less Net Charge-offs (Recoveries)(2)
Adjusted Return on Average Assets(2)
Adjusted Efficiency Ratio (Tax-Equivalent Basis)(2)
Nonperforming Assets to Total Assets
(1)For additional information on the Company-Selected Measure, see footnote eight of the above Pay Versus Performance Table.
(2)For additional information on non-GAAP measures, including an explanation of their calculation and their reconciliation with related GAAP measures, see the "Compensation Discussion and Analysis – Short-Term Incentive Bonuses" section of this Proxy Statement.
Pay Versus Performance: Graphical Presentation
The following charts present the relationship between the "compensation actually paid" to our CEO and to, on an average basis, our other NEOs and the following:
the Company’s cumulative total shareholder return and the peer group’s cumulative total shareholder return;
net income; and
the company-selected measure, adjusted earnings per share – diluted.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.