Brian Globokar
Senior Vice President and Director of Trust and Wealth Management Services at HILLS BANCORPORATION
Executive
About Brian Globokar
Brian R. Globokar is Senior Vice President and Director of Trust and Wealth Management Services at Hills Bank; he was 51 in the 2024 proxy and is one of the Bank Named Executive Officers covered in HBIA’s executive compensation disclosures . HBIA’s program emphasizes base salary, discretionary cash bonuses (none paid to Globokar in 2023–2024), retirement contributions (ESOP and Profit Sharing), and time‑based restricted stock; the company does not disclose formal performance metrics (TSR, revenue, EBITDA) tied to payouts for Bank executives and states bonuses are discretionary .
Fixed Compensation
Salary and Bonus (FY)
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $221,946 | $257,596 |
| Bonus ($) | $0 | $0 |
All Other Compensation – Breakdown ($)
| Component | 2023 | 2024 |
|---|---|---|
| Defined Contribution Profit Sharing Plan | $10,401 | $10,531 |
| Employee Stock Ownership Plan (ESOP) | $10,401 | $10,531 |
| 401(k) Plan | $2,311 | $2,340 |
| Payout of Paid Time Off | $8,600 | $4,429 |
| Life Insurance and AD&D Premiums | $340 | $330 |
| Dividends on Unvested Restricted Stock Grants | $1,680 | $1,320 |
| Total All Other Compensation | $33,733 | $29,481 |
Notes:
- HBIA states Bank executives participate in ESOP and Profit Sharing (defined contribution) and are eligible for discretionary bonuses; no target bonus % is disclosed and no cash bonus was paid to Globokar for 2023 or 2024 .
Performance Compensation
Unvested Restricted Stock (FY Year-End)
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Unvested Shares (#) | 1,200 | 800 |
| Market Value of Unvested Shares ($) | $79,200 (at $66/sh) | $57,600 (at $72/sh) |
| Vesting Schedule (Future) | 400 on Oct 9, 2025; 400 on Oct 9, 2026 | 400 on Oct 9, 2025; 400 on Oct 9, 2026 |
Stock Vested (Annual)
| Metric | 2023 | 2024 |
|---|---|---|
| Shares Vested (#) | 400 (Oct 13, 2023) | 400 (Oct 11, 2024) |
| Value Realized ($) | $26,400 (at $66/sh) | $28,000 (at $70/sh) |
Notes:
- No new equity grants to Globokar were reported in 2023–2024; grants in those years were to the CFO (Roetlin) and COO/President (Shileny) .
- HBIA’s Incentive Stock Plan provides single‑trigger change‑of‑control vesting (restrictions lapse upon CoC); unvested awards are generally forfeited upon termination for other reasons .
Equity Ownership & Alignment
Beneficial Ownership
| Metric | As of Mar 1, 2024 | As of Mar 3, 2025 |
|---|---|---|
| Total Shares Beneficially Owned | 6,671 | 7,071 |
| Percent of Class | 0.07% | 0.08% |
| ESOP Shares Allocated | 2,727 | 3,016 |
Alignment Policies and Practices:
- HBIA has not adopted share ownership or share retention guidelines for directors or executive officers .
- HBIA has not adopted a hedging policy for insiders; restricted shares may not be sold, pledged, or transferred until restrictions are satisfied under the plan .
- Clawback/recoupment: The plan incorporates HBIA’s clawback policy; if restated financials are required due to material non‑compliance and misconduct, the Board/Compensation Committee may recover/forfeit incentive awards. Scope includes CEO and CFO and, if listed on an exchange, executive officers under Section 16a‑1 (which includes named executive officers) .
Employment Terms
- Employment agreements/severance: HBIA discloses no employment contracts, severance, or change‑in‑control cash arrangements for executive officers of the Company or Bank (except historical cases noted for other individuals); equity awards accelerate on change in control per plan terms .
- Deferred compensation: Bank Named Executive Officers are not eligible for the Company’s nonqualified deferred compensation plan; Company NEOs may defer, but that plan does not apply to Bank NEOs .
- ESPP: Company and Bank NEOs may purchase shares via ESPP at a 10% discount to market .
Investment Implications
- Alignment: Globokar’s pay is predominantly fixed (salary and retirement contributions) with modest time‑vested restricted stock; absence of formal performance metrics and ownership requirements weakens direct pay‑for‑performance alignment versus peers that use TSR/financial KPIs and mandatory ownership multiples .
- Vesting supply calendar: Upcoming RSU vesting dates (Oct 9, 2025 and Oct 9, 2026) can create predictable insider share supply and tax‑withholding transactions around those dates; monitor Form 4s in these windows .
- Retention risk: No severance or guaranteed CoC cash benefits; equity accelerates on CoC, but otherwise unvested awards are forfeited on termination—this structure relies on culture/market pay rather than contractual retention economics .
- Governance red flags: No hedging policy and no ownership guidelines for executives; while restricted shares cannot be pledged pre‑vesting, there is no disclosed prohibition on pledging vested shares—continue monitoring proxies for updates .
- Trading signals: Track dividend‑bearing restricted stock vesting, ESPP participation cadence, and any discretionary bonus decisions (none in 2023–2024) for shifts in management confidence or liquidity needs .