Emily Hughes
About Emily A. Hughes
Emily A. Hughes (age 57) has served as an independent director of Hills Bancorporation since 2012 and also serves on the board of Hills Bank and Trust Company; she is a Professor at the University of Iowa College of Law (since 2011) with prior roles at Washington University School of Law, DePaul University College of Law’s Center for Justice in Capital Cases, and as an Iowa State Public Defender. She holds a J.D. from the University of Michigan Law School and a master’s in international relations from Yale University; she is admitted to the Missouri, Illinois, and Iowa bar associations . She is deemed independent under NASDAQ rules (all directors except Seegmiller, Shileny, and Hodge), and all directors attended at least 75% of board and committee meetings in 2024 and attended the 2024 annual shareholders’ meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Washington University School of Law | Associate Professor, later tenured Professor | 2006–2011 | Legal scholarship and teaching; governance-relevant legal expertise |
| DePaul University College of Law | Co-Director, Center for Justice in Capital Cases | Prior to University of Iowa role (dates not specified) | Leadership in legal program; oversight and risk perspective relevant to board service |
| Office of the Iowa State Public Defender | Public Defender | Prior to academic roles (dates not specified) | Litigation and legal process expertise; stakeholder engagement experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Iowa College of Law | Professor | 2011–present | Largest employer in HBIA trade area; subject-matter expertise adds governance insight |
| Missouri, Illinois, Iowa Bar Associations | Member | Not specified | Active legal licensure and professional engagement |
Board Governance
- Committee assignments (Company/Bank): Compensation and Incentive Stock Committee (Company), Trust Committee (Bank), Loan Committee (Bank), and she participates as a non-employee director in the Governance and Nominating Committee (Company) given its composition of all non-employee directors .
- Chair roles: Not disclosed as a chair; Audit Committee chaired by James C. Schmitt; Compensation and Incentive Stock Committee chaired by Ann Marie Rhodes .
- Independence: Independent under NASDAQ Rule 5605(a)(2); exceptions are Seegmiller, Shileny (management) and Hodge (related-party transactions) .
- Attendance: All directors attended ≥75% of total board and committee meetings in 2024; all attended the 2024 annual shareholders’ meeting . Bank board and appointed committees also had ≥75% attendance in 2024 .
- Meeting cadence (2024): Company board—1 annual, 1 special, 12 regular; Audit—9; Compensation & Incentive Stock—10; Risk—5; Governance & Nominating—2; Bank Trust—12; Bank Loan—12 .
- Board leadership: No designated lead independent director; the Company’s CEO acts as de facto chair of Company board meetings before Bank board sessions .
- Shareholder oversight signal: Say-on-Pay approval was 98% in 2024, indicating broad support for compensation governance .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Deferred Comp/Pension Change ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 43,305 | — | — | — | — | — | 43,305 |
Schedule reference (Bank director fees in 2024): Annual retainer—Board member $19,000; Chair $25,125; Meeting fees—Board $470; Audit/Risk/ESOP/Loan/Trust committees $470 per meeting; Company board meeting fee $470; no compensation for Governance or Compensation committee meetings .
Performance Compensation
| Component | Details | Vesting/Performance Metrics |
|---|---|---|
| Annual director equity grants | None disclosed for Emily Hughes (no stock awards/options recorded for 2024) | No director-specific performance metrics disclosed |
| Clawbacks | Committee may seek recovery/cancellation upon material restatement or intentional misconduct (policy applies to incentive awards; director-specific applications not disclosed) | Triggered by restatement/fraud; discretionary enforcement |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None; the proxy states none of the directors currently serves, or has served in the past five years, as a director of another public company |
| Committee interlocks | No executive officer of HBIA/Hills Bank serves or has served on another company’s board or compensation committee that employs any HBIA director (no interlocks) |
Expertise & Qualifications
- Legal expertise: Experienced attorney and law professor with advanced training; bar admissions in MO, IL, IA enhance governance oversight, compliance, and risk perspectives .
- Local market insight: University of Iowa affiliation provides perspective on the largest employer in HBIA’s trade area, relevant to credit, deposit, and reputational risk .
- Committee fit: Legal and community experience complementary to Trust and Loan oversight; participation on Compensation & Incentive Stock Committee adds governance rigor over pay practices .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Sole Voting & Investment | Shared Voting & Investment | Percent of Class | Notes |
|---|---|---|---|---|---|
| Emily A. Hughes | 242,234 | 42,234 | 200,000 | 2.70% | 200,000 shares owned via a limited partnership where she is a general partner (shared power) |
Policy context:
- No director or executive share ownership/retention policy adopted by the Company .
- No hedging policy adopted for directors/employees; insider trading policy exists and is filed as Exhibit 19 to the 2024 Form 10-K .
Governance Assessment
- Alignment: Strong skin-in-the-game—Hughes beneficially owns 2.70% of outstanding shares, including a 200,000-share LP interest with shared voting/investment power; this is a substantial ownership stake that aligns incentives with long-term shareholder value .
- Independence and engagement: She is independent and serves on multiple oversight committees (Compensation & Incentive Stock, Trust, Loan), with board-wide attendance at ≥75% in 2024—supportive of effective governance and oversight .
- Pay-for-service structure: Director compensation is modest and cash-based, with no equity grants/options to Hughes in 2024; this reduces potential short-term equity incentives but may dilute long-term alignment for directors absent ownership guidelines—mitigated by her significant personal holdings .
- Shareholder signals: 2024 Say-on-Pay approval at 98% indicates strong investor confidence in compensation governance, indirectly reflecting board stewardship of pay practices .
- RED FLAGS and watch items:
- No director ownership/retention policy—potential alignment gap for directors without significant personal holdings (Hughes’ sizable stake mitigates this for her specifically) .
- No hedging policy adopted—exposes potential misalignment risk if hedging were used (no such activity disclosed) .
- No lead independent director at the Company; CEO acts as de facto chair of Company board meetings—monitor board independence dynamics; note Bank board chair is a non-employee director .
- Related-party exposure on the board: Director Hodge’s ownership interests in a property leased by the Bank and prior construction management relationships; board states Hodge is not independent and recusal/approval practices are in place—monitor for continued arm’s-length terms and oversight effectiveness .
Overall, Hughes’ legal expertise, committee engagements, and substantial share ownership are positive governance signals. Key structural policies (ownership guidelines, hedging) remain absent at the Company level and warrant monitoring for potential future adoption .