Amy Sparks
About Amy E. T. Sparks
Amy E. T. Sparks, Ph.D., age 59, has served as an independent director of Hills Bancorporation (HBIA) since 2024. She is an associate professor in the University of Iowa Carver College of Medicine, Department of Obstetrics and Gynecology, and has been Laboratory Director for the Center for Advanced Reproductive Care since 1993. She serves on HBIA’s Risk Committee and the Compensation and Incentive Stock Committee; she recently chaired the finance committee of the American Society of Reproductive Medicine (ASRM) and now serves as ASRM Vice President. Dr. Sparks holds a B.S. in Animal Science (Michigan State University) and M.S./Ph.D. in Dairy Science (Virginia Tech).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Iowa – Center for Advanced Reproductive Care | Laboratory Director | 1993–present | Clinical operations leadership; ties to largest employer in HBIA’s trade area, providing local insight |
| University of Iowa – Carver College of Medicine (OB/GYN) | Associate Professor | Current | Academic perspective; healthcare industry expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Society of Reproductive Medicine (ASRM) | Finance Committee Chair (recently completed); Vice President | Current | Financial oversight experience via national medical society leadership |
Board Governance
- Committee assignments: Risk Committee (3 non-employee directors: Donovan, Frey, Sparks; 5 meetings in 2024) and Compensation & Incentive Stock Committee (12 non-employee directors; 10 meetings in 2024; chair: Ann Marie Rhodes). Sparks is a member, not a chair.
- Independence: Determined by the Board to be “Independent” under NASDAQ Rule 5605(a)(2).
- Attendance and engagement: In 2024 the Company Board held 1 annual, 1 special, and 12 regular meetings; all directors attended at least 75% of Board and committee meetings and attended the annual shareholders’ meeting. The Bank Board (same membership) held 1 annual and 12 regular meetings; all directors attended at least 75% of Board and appointed committee meetings.
- Other public company boards/interlocks: None of the Directors currently serves (or served in past five years) as a director of another SEC-registered or Investment Company Act-registered public company; no family relationships among directors and executive officers.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $29,490 | Director compensation table (non-employee directors) |
| Bank Annual Retainer (Board Member) | $19,000 | Paid quarterly by the Bank |
| Bank Annual Retainer (Chairperson of the Board) | $25,125 | Paid quarterly; applicable to Board Chair (reference for structure) |
| Company Board Meeting Fee (per meeting) | $470 | Schedule of Directors Fees |
| Bank Board Meeting Fee (per meeting) | $730 | Schedule of Directors Fees |
| Committee Meeting Fee (Audit/Risk/ESOP/Loan/Trust – per meeting) | $470 | Risk Committee compensated by the Bank; Compensation & Incentive Stock Committee/Governance Committee not compensated |
- Deferrals: Directors may elect to defer up to 50% of cash retainers/meeting fees into nonqualified “stock units” tracking HBIA’s share value; payable in five annual installments upon change of control, termination from the Board, or at age 72.
Performance Compensation
| Award Type | Grant Date | Number of Options | Strike Price | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Non-Employee Director Stock Option | 5/14/2024 | 1,764 | $68.00 | 5/14/2034 | $119,952 |
- Exercisability: Beneficial ownership includes “currently exercisable” stock options (directors’ options expire 10 years after grant or 2 years after service end, whichever first). No RSU/PSU awards disclosed for directors in 2024.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (current/past 5 years) | None disclosed |
| Interlocks/related parties | No family relationships among the Company’s directors and executive officers |
| Notable related-party transactions (context) | Hodge-related leasing/construction relationships disclosed; no Sparks-related transactions disclosed in interlocks section |
Expertise & Qualifications
- Scientific/clinical operations leadership (Lab Director since 1993) and academic medical expertise (associate professor in OB/GYN) provide domain knowledge and local stakeholder insight.
- Financial oversight experience via ASRM finance committee chair and current vice presidency (governance and fiscal acumen).
- Education: B.S. (Michigan State University); M.S., Ph.D. (Virginia Tech).
Equity Ownership
| Holder | Total Beneficial Shares | Sole Voting & Investment Power | Shared Voting & Investment Power | Percent of Class |
|---|---|---|---|---|
| Amy E. T. Sparks | 1,764 | 1,764 | — | 0.02% |
- Composition: Beneficial ownership includes currently exercisable stock options; Company and directors have not adopted a share ownership or retention policy.
- Options: See grant details above; no disclosure of hedging/pledging by directors in proxy; ownership guidelines not in place.
Governance Assessment
-
Board effectiveness: Sparks’ roles on the Risk Committee (oversight of ERM framework; 5 meetings in 2024) and Compensation & Incentive Stock Committee (10 meetings in 2024) indicate active participation in key governance levers. Member status (not chair) suggests meaningful but non-leading influence.
-
Independence and attendance: Formally independent under NASDAQ rules; directors achieved at least 75% attendance for Board and committees and fully attended the annual meeting, supporting engagement and oversight quality.
-
Alignment and incentives: Sparks received $29,490 cash fees and a $119,952 option grant in 2024, creating equity-linked exposure; however, the absence of director share ownership/retention guidelines may weaken long-term alignment signals despite option-based exposure.
-
Interlocks/conflicts: No public-company directorships or family relationships; no Sparks-specific related-party transactions disclosed, reducing conflict risk. Hodge’s disclosed relationships underscore board diligence; Sparks not implicated.
-
Say-on-pay signal: Shareholders approved executive compensation with 98% support at the 2024 meeting and again approved in 2025 (for, against, abstain counts disclosed), indicating broad investor confidence in compensation governance during Sparks’ early tenure.
-
RED FLAGS:
- No director ownership/retention policy (alignment gap) .
- Use of options (vs. RSUs/DSUs) for directors is less common among many peers and may encourage risk-taking; still provides equity linkage but with leverage dynamics.
-
Positive signals:
- Robust committee cadence (Risk: 5; Compensation: 10) and full annual meeting attendance; formal independence designation.
- External finance committee leadership (ASRM) augments board’s risk and compensation oversight capabilities.