Kirsten Frey
About Kirsten H. Frey
Kirsten H. Frey (age 56) is an independent director of Hills Bancorporation (HBIA), elected to the Board in 2019. She is an attorney and Senior Vice President at Shuttleworth & Ingersoll, P.L.C., holds a J.D. (with distinction) from the University of Iowa College of Law and an MBA from the University of Iowa’s Tippie College of Business, and has taught as an adjunct assistant professor at Tippie. She serves on HBIA’s Risk Committee and the Compensation & Incentive Stock Committee, with at least 75% meeting attendance in 2024 and attendance at the 2024 annual shareholders’ meeting.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Shuttleworth & Ingersoll, P.L.C. (Cedar Rapids/Coralville/Waterloo, IA) | Attorney; Senior Vice President; member of the firm’s Board of Directors | Not disclosed | Corporate/transactional legal expertise; governance experience via law firm board |
| University of Iowa – Tippie College of Business | Adjunct Assistant Professor (undergrad and graduate courses) | Not disclosed | Business/finance education; supports board’s financial literacy |
External Roles
| Category | Role/Entity | Notes |
|---|---|---|
| Public company directorships | None | HBIA discloses that none of its directors (including Frey) currently serve, or served in past five years, on other public company boards |
| Non-profit/academic | Various Iowa City-area non-profit boards | Active community involvement; specifics not itemized |
| Private company/firm governance | Board member, Shuttleworth & Ingersoll, P.L.C. | Law firm board (private) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under NASDAQ rules (all directors except Seegmiller, Shileny, Hodge; Frey not excepted) |
| Committees | Risk Committee (member); Compensation & Incentive Stock Committee (member) |
| Committee chair roles | None disclosed for Frey (Audit Chair is Schmitt; Compensation Chair is Rhodes) |
| Attendance | All directors attended ≥75% of board/committee meetings in 2024; all directors attended 2024 annual meeting |
| Years on board | Director since 2019 |
| Lead Independent Director | Company has no designated lead independent director |
| Risk oversight cadence | Risk Committee met 5 times in 2024 (Frey member) |
Fixed Compensation (Director)
| Measure (FY2024) | Amount |
|---|---|
| Fees earned/paid in cash (Frey) | $40,955 |
| Company Board meeting fee | $470 per meeting |
| Bank Board meeting fee | $730 per meeting |
| Annual Bank retainer – Board member | $19,000 |
| Annual Bank retainer – Chairperson | $25,125 |
| Committee meeting fees (Bank) | $470 per meeting for Audit, Risk, ESOP/Profit Sharing, Loan, Trust; no fees for Governance or Compensation committees |
| Director deferral plan availability | May defer up to 50% of cash fees into stock units; unfunded/unsecured; paid in five annual installments at separation/age 72/change in control |
Performance Compensation (Director)
| Equity/Performance Element | Terms for Frey | Notes |
|---|---|---|
| Stock awards (2024) | None | No 2024 stock/option grants to Frey (unlike two new directors who received option awards) |
| Legacy stock options | 1,935 options granted 5/14/2019; $62.00 exercise price; expire 5/14/2029; currently exercisable | Director options generally expire 10 years after grant or 2 years after board service ends, whichever first |
| Performance metrics | None disclosed for director compensation | Director pay is retainers/meeting fees; no TSR/financial metric linkage |
| Change-in-control treatment | Outstanding restrictions on awards lapse and awards vest upon change in control; also upon death/total disability | Applies to awards under the Incentive Stock Plan |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current/prior public company boards | None |
| Compensation committee interlocks | None disclosed for Frey |
| Related party transactions | None disclosed for Frey |
Expertise & Qualifications
- Legal and governance: Attorney, Senior VP and board member at Shuttleworth & Ingersoll; JD with distinction (University of Iowa).
- Business/finance acumen: MBA (University of Iowa Tippie); adjunct teaching in business programs.
- Community/regional insight: Board service with local non-profits; strong ties to HBIA’s trade area.
Equity Ownership
| Ownership (as of Mar 3, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 1,935 shares | 0.02% of class |
| Sole voting/investment power | 1,935 | |
| Shared voting/investment power | 0 | |
| Components | Includes 1,935 options currently exercisable (5/14/2019 grant; $62; exp. 5/14/2029) | Director option terms summarized in footnote |
| Ownership guidelines | Company has not adopted share ownership or retention policy for directors/executives | Alignment risk vs best practice |
| Hedging/pledging | Company has not adopted policies regarding ability to hedge declines in company stock; no pledging by Frey disclosed | Lack of hedging policy is a governance risk; no specific pledging disclosed for Frey |
Governance Assessment
-
Positives
- Independent director with legal and business qualifications; sits on Risk and Compensation committees, aligning skills with oversight needs.
- Active Risk Committee participation potential (committee met 5 times in 2024); board/committee attendance at least 75%; attended annual meeting.
- No other public company directorships (reduced overboarding risk) and no disclosed related-party transactions involving Frey.
- Strong shareholder support for executive pay (Say-on-Pay 98% approval in 2024), indicating overall governance confidence backdrop.
-
Watch items / RED FLAGS
- Low direct equity alignment: only 1,935 beneficially owned (via exercisable options), ~0.02% of shares outstanding. Consider encouraging open-market share ownership or director ownership guidelines.
- No board-adopted share ownership or retention policy for directors/executives; below prevailing governance best practices.
- No hedging policy adopted for directors/employees, which may allow alignment-dilutive hedging activity (policy gap).
- Company disclosed material weaknesses in 2025 related to controls and related-party identification/disclosure; as a Risk Committee member, ongoing remediation oversight will be critical.
-
Compensation structure signals
- Director pay is largely fixed cash retainers/meeting fees; Frey received no 2024 equity grants (unlike two new directors), limiting year-over-year alignment improvement via equity.
- Legacy option grant remains outstanding (strike $62; exp. 2029), with standard CIC acceleration under the plan.
-
Potential conflicts
- None disclosed for Frey; Board maintains review of ≥$120k transactions, and Regulation O governs insider lending. Hodge-related leasing disclosed separately; no Frey involvement cited.
Appendix: Committee and Meeting Context
| Committee | Members (excerpt) | 2024 Meetings | Compensation |
|---|---|---|---|
| Risk Committee | Donovan, Frey, Sparks | 5 | Paid by Bank per schedule ($470 per meeting) |
| Compensation & Incentive Stock Committee | All non-employee directors except Hodge (includes Frey) | 10 | No committee meeting compensation |
| Audit Committee | Peck (Financial Expert), Schmitt (Chair, Financial Expert), Wever | 9 | Paid by Bank per schedule |
Notes: All directors served on both Company and Bank boards; Company board held 1 annual, 1 special, 12 regular meetings in 2024; all directors ≥75% attendance; all attended annual meeting.