HBT FINANCIAL INC (HBT)
Sector: Financials
2026 Annual Meeting Analysis
HBT FINANCIAL INC · Meeting: May 19, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board on March 1, 2026, well within the 24-month new-director exemption from the TSR trigger, and brings relevant community banking experience from his prior leadership at CNB Bank & Trust.
HBT's 3-year stock return of +60.4% trails the compensation peer group median by only 0.8 percentage points, far below the 65-point threshold required to trigger a vote against; Baker has no overboarding, attendance, or independence concerns.
No TSR trigger fires given HBT's strong positive returns and minimal gap versus peer median; Bowman is independent, chairs the Nominating and Corporate Governance Committee, and has no attendance or overboarding flags.
No TSR trigger applies; Burwell is independent, chairs the Compensation Committee, and has no overboarding or attendance concerns.
Busch is classified as non-independent but does not serve on the audit or compensation committee, so no independence-on-committee trigger applies; no TSR trigger fires and no other flags are present.
As CEO and director, Carter is subject to the same TSR trigger as all other directors, but HBT's 3-year return of +60.4% versus the peer median of +61.2% produces a gap of only 0.8 percentage points, far below the 65-point threshold; no other concerns apply.
Allen Drake is the brother of Executive Chairman Fred Drake, which is a familial relationship to senior management; however, Allen Drake is not designated as independent by the board and does not serve on the audit or compensation committee, so no independence-on-committee trigger fires, and the policy's familial-relationship No vote is directed at directors who are incorrectly labeled independent — no such misclassification exists here; TSR trigger does not apply.
As Executive Chairman and trustee of the voting trust controlling 47.3% of shares, Drake is non-independent but does not sit on the audit or compensation committee; the TSR trigger does not fire given the minimal peer underperformance gap of 0.8 percentage points against a 65-point threshold.
Koch is independent, serves on the Audit and Compensation Committees, and no TSR trigger applies; she brings deep banking industry expertise from her tenure as CEO of the Illinois Bankers Association.
Joined the board on April 1, 2026, well within the 24-month new-director exemption from the TSR trigger, and brings nearly 40 years of banking and credit risk experience.
Pfeiffer is independent, chairs the Audit Committee, and qualifies as the audit committee financial expert; the TSR trigger does not fire, and the board's disclosed waiver of its age-75 retirement policy for Pfeiffer is adequately explained given his critical role as Audit Committee Chair and financial expert.
Joined the board in 2026, well within the 24-month new-director exemption from the TSR trigger, and brings legal and banking experience from her prior service on CNB's board and as a practicing attorney.
All 12 director nominees receive a FOR vote. HBT's 3-year total return of +60.4% trails the disclosed compensation peer group median of +61.2% by only 0.8 percentage points, far below the 65-point underperformance threshold required to trigger a vote against any director under the strong-positive-TSR tier. Three newly appointed directors (Ashworth, Morton, Ruyle) are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, material attendance failures, audit/compensation committee independence violations, or disqualifying familial-relationship-plus-independence misclassification issues were identified across the slate.
Say on Pay
✓ FORCEO
J. Lance Carter
Total Comp
$1,294,800
Prior Support
99%%
CEO J. Lance Carter's total reported compensation of $1,294,800 is reasonable for a community bank CEO at a $1 billion market-cap company in the regional bank sector, and the prior year Say on Pay received approximately 99% shareholder support, reflecting broad approval of the pay structure. The pay mix is well-structured: a meaningful portion of total pay comes from variable compensation — the annual cash bonus and equity awards together represent over 55% of total compensation — with performance stock awards tied to a three-year average return on assets with peer-relative benchmarking and time-based restricted stock units vesting over three years, providing genuine long-term alignment. Pay-for-performance alignment is supported by HBT's strong 2025 operating results, including a short-term incentive payout of 149% of target driven by metrics such as adjusted return on average assets of 1.58% against a 1.30% target and a 90th percentile peer ranking, and the company maintains a Dodd-Frank-compliant clawback policy, stock ownership guidelines, and anti-hedging provisions.
Auditor Ratification
✓ FORAuditor
RSM US LLP
Tenure
9 yrs
Audit Fees
$512,431
Non-Audit Fees
$19,425
RSM has served since June 2017, giving it approximately nine years of tenure — well below the 25-year threshold that would trigger a concern. The non-audit fees of $19,425 represent only about 3.8% of the $512,431 in audit fees, far below the 50% threshold that would raise independence concerns. No material restatements were disclosed, and RSM is a large national firm appropriate for HBT's approximately $1 billion market cap.
Overall Assessment
The 2026 HBT Financial annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR vote under this policy. HBT's stock has delivered strong returns over one, three, and five years that are broadly in line with its community bank peers as measured against QABA (First Trust NASDAQ ABA Community Bank Index) and its disclosed compensation peer group, no material compensation, governance, or auditor independence concerns were identified, and the company's compensation program demonstrates meaningful pay-for-performance linkage with robust disclosure.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing