Casey Peck
About Casey L. Peck
Independent director of Hills Bancorporation (HBIA) since 2019; age 50; Audit Committee financial expert; serves on Audit and Compensation & Incentive Stock Committees. Background: General Manager and Chief Financial Officer of Kalona Cooperative Technology Company; BA in accounting and business administration from Coe College. Attendance: the board held an annual, one special, and twelve regular meetings in 2024; all directors attended at least 75% of board and committee meetings and attended the 2024 annual shareholders’ meeting. HBIA has no designated lead independent director; the Company’s board is chaired de facto by the CEO, while the Bank’s board chair is a non-employee director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kalona Cooperative Technology Company | General Manager & CFO | Not disclosed (current) | Financial management and local market insight for HBIA’s southern region (Washington County) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kalona Economic Development Group | Secretary | Not disclosed | Community engagement; local economic development |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent under NASDAQ Rule 5605(a)(2) |
| Committees | Audit Committee (member; financial expert), Compensation & Incentive Stock Committee (member) |
| Committee meeting cadence (2024) | Audit: 9 meetings; Compensation & Incentive Stock: 10 meetings |
| Board activity & attendance (2024) | Company board: annual, 1 special, 12 regular meetings; all directors attended ≥75% of board and committee meetings; all attended annual meeting |
| Bank board & committees | Audit (Peck, Schmitt, Wever), Loan, Trust, Risk, ESOP; all bank directors attended ≥75% |
| Board leadership | No Company board chair or lead independent director; CEO acts as de facto chair; Bank board chair is a non-employee director |
| Other public boards | None in past five years among nominees and directors |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 42,345 | — | — | 42,345 |
| Schedule of Director Fees | Company | Bank |
|---|---|---|
| Annual retainer – Chairperson of the Board | N/A | 25,125 |
| Annual retainer – Board Member | N/A | 19,000 |
| Board meeting fee (per meeting) | 470 | 730 |
| Committee meeting fee (Audit, Risk, ESOP/Profit Sharing, Loan, Trust) | N/A | 470 |
| Governance, Compensation & Incentive Stock (committee fees) | N/A | N/A |
| Director Deferred Compensation Plan (availability) | Directors may defer up to 50% of cash retainers/fees; paid in cash post-service, credited as stock units (unfunded) |
Performance Compensation (Director)
HBIA discloses no performance-based (variable) compensation metrics for non-employee directors; director equity grants are not routine and none were awarded to Peck in 2024. Change-in-control terms under the Incentive Stock Plan accelerate vesting of outstanding awards upon death, total disability, or change in control. The Compensation Committee may seek recovery/cancellation of incentive payments in cases of material restatement tied to intentional misconduct.
Other Directorships & Interlocks
| Company/Institution | Role | Committee Roles | Notes |
|---|---|---|---|
| None (public companies) | — | — | Company discloses no public company directorships for Peck over past five years |
Expertise & Qualifications
- BA in accounting and business administration (Coe College); Audit Committee financial expert designation by HBIA board.
- Senior financial operator (CFO/GM) in telecommunications/cooperative context; local market insight in Washington County.
- Community leadership (Secretary, Kalona Economic Development Group).
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Sole Voting & Investment Power | Shared Voting & Investment Power | % of Class |
|---|---|---|---|---|
| Casey L. Peck | 1,935 (includes currently exercisable options) | 1,935 | — | 0.02% |
| Options Held | Grant Date | Number of Options | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Director stock option | 5/14/2019 | 1,935 | 62.00 | 5/14/2029 |
| Alignment Indicators | Status |
|---|---|
| Stock ownership policy (directors) | None adopted; no share retention policy |
| Hedging policy | None adopted (no practice/policy regarding hedging by directors/employees) |
| Section 16 compliance | Company believes all filing requirements were complied with in 2024 |
Illustration of option intrinsic value at 12/31/2024: $72.00 stock price − $62.00 strike = $10.00; 1,935 options ≈ $19,350 in-the-money value (based on disclosed 12/31/2024 price).
Governance Assessment
- Strengths: Independent director with Audit Committee financial expert designation; active service on Audit and Compensation Committees; board-level attendance thresholds met and annual meeting participation; audit oversight supported by reputable independent auditor; robust committee activity cadence.
- Alignment: Modest cash-only director compensation; legacy options provide upside alignment; director deferral plan available to increase long-term exposure to HBIA’s stock.
- Watch items / potential red flags: No director stock ownership or retention policy; no hedging policy; Company board lacks a designated chair/lead independent director; Compensation Committee includes one non-independent director (Hodge) and related-party transactions exist with entities he partially owns (lease and prior construction services)—Peck is independent, but committee composition is a governance consideration.
- Shareholder signals: Prior “Say on Pay” support strong (98% approval in 2024), indicating broad investor confidence in compensation governance at HBIA.