Lisa Shileny
About Lisa Shileny
Lisa A. Shileny is President and CEO of Hills Bancorporation and Hills Bank & Trust Company, effective January 1, 2025; she joined the bank in 2005 and previously served as President and COO, COO, General Counsel, Director of Operations, and Director of Administration . She was elected to the Board in 2023 and is not considered independent due to her executive role . Education: BA (Central College), JD (University of Iowa College of Law), Graduate School of Banking (UW–Madison), and ABA Stonier Graduate School of Banking at Wharton; member of the Iowa Bar . Company performance context: TSR rose 10.91% in 2024 with net income of $47.6 million; say‑on‑pay support was 98% in 2024, indicating strong shareholder endorsement of pay practices .
Company performance indicators
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100) | 97.47 | 105.27 | 115.69 | 107.59 | 119.33 |
| Net Income ($000s) | $38,647 | $48,085 | $47,753 | $38,176 | $47,604 |
Revenue trend (S&P Global data)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($USD) | $28,336,000* | $33,464,000* | $27,780,000* | $28,606,000* | $26,821,000* |
| Note: Values retrieved from S&P Global* |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hills Bank & Trust Company | President & Chief Operating Officer | Nov 2022–Dec 2024 | Led bank operations; continuity in succession plan to CEO |
| Hills Bank & Trust Company | Chief Operating Officer | Dec 2021–Nov 2022 | Centralized operational leadership ahead of President role |
| Hills Bancorporation/Hills Bank | Sr. VP, Director of Administration | 2019–2021 | Oversaw administrative functions to scale growth |
| Hills Bancorporation/Hills Bank | Sr. VP, Director of Operations | 2017–2019 | Process improvements and operational governance |
| Hills Bancorporation/Hills Bank | Sr. VP, General Counsel | 2015–2017 | Built legal risk and compliance rigor |
| Hills Bancorporation/Hills Bank | Various roles since joining | 2005–present | Institutional knowledge; multi-disciplinary leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwill of the Heartland | Board Member; Past Chairperson | Ongoing | Community engagement; workforce development network |
| Greater Iowa City, Inc. | Director | Ongoing | Regional economic development connectivity |
Fixed Compensation
Multi-year NEO compensation (Bank executive)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | $281,192 | — | — | — | $30,593 | $311,785 |
| 2023 | $417,308 | — | $165,000 | — | $51,366 | $633,674 |
| 2024 | $464,085 | — | $68,500 | — | $55,746 | $588,331 |
All Other Compensation breakdown (selected components)
| Year | Profit Sharing | ESOP | 401(k) Match | PTO Payout | Life/ADD Premiums | Dividends on Unvested RSUs | Total All Other |
|---|---|---|---|---|---|---|---|
| 2022 | $12,691 | $12,691 | $2,821 | — | $390 | $2,000 | $30,593 |
| 2023 | $14,850 | $14,850 | $3,300 | $16,346 | $340 | $1,680 | $51,366 |
| 2024 | $15,525 | $15,525 | $3,450 | $16,846 | $330 | $4,070 | $55,746 |
CEO appointment compensation (as of 2025)
- Base salary set at $500,000 effective January 1, 2025; eligible for discretionary cash bonus, equity awards under the 2020 Plan, ESOP and Profit Sharing contributions, and employee benefits including ESPP .
Performance Compensation
Grants and vesting
| Grant Date | Type | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Jul 9, 2024 | Restricted Stock | 1,000 | $68,500 | Vests Jul 9, 2029; dividends accrue pre-vest |
| Prior grants | Restricted Stock | 2,500 | — | Vests Jun 12, 2028 |
| Prior grants | Restricted Stock | 400 | — | Vests Oct 9, 2025 |
| Prior grants | Restricted Stock | 400 | — | Vests Oct 9, 2026 |
Outstanding unvested awards and value
| As of Dec 31, 2024 | Unvested Shares | Market Value at $72/share |
|---|---|---|
| Lisa A. Shileny | 4,300 | $309,600 |
Vesting events
| Vest Date | Shares Vested | Value Realized |
|---|---|---|
| Oct 11, 2024 | 400 | $28,000 at $70/share |
Compensation metrics and approach
- The Committee uses a subjective, multi-factor assessment (no formal weights disclosed) including comparisons of actual net income to budget/prior year, EPS, growth, asset quality, ROA/ROE, leadership contributions, and peer data across Iowa/Midwest banks; no strict formulaic payouts are specified .
- Clawback: Committee may adjust or recover bonuses/incentives upon material restatement or fraudulent activity tied to executive misconduct; recovery is at Committee discretion .
Equity Ownership & Alignment
Beneficial ownership (as of March 3, 2025)
| Holder | Total Shares | Sole Power | Shared Power | % of Class | ESOP Shares (allocated) |
|---|---|---|---|---|---|
| Lisa A. Shileny | 11,973 | 11,452 | 521 | 0.13% | 2,658 |
Ownership policies and practices
- The company has not adopted share ownership or retention policies for directors or executive officers .
- Hedging policy: The company has not adopted hedging restrictions for insiders; insider trading policies exist and will be filed as an exhibit to the 2024 Form 10‑K .
- Stock options: No options outstanding or vesting for Ms. Shileny; her equity awards are restricted stock .
- Insider selling pressure outlook: Upcoming RSU vesting dates—Oct 9, 2025 (400 shares), Oct 9, 2026 (400 shares), Jun 12, 2028 (2,500 shares), Jul 9, 2029 (1,000 shares)—represent potential liquidity events; unvested balance was 4,300 shares ($309,600 at $72/share) at year‑end 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None—no employment, severance, or change-in-control cash agreements for executive officers . |
| Change-in-control equity | Single-trigger acceleration—restrictions lapse and awards vest upon change in control; acceleration also upon death/total disability . |
| Severance multiples | None disclosed; no severance/change-in-control cash arrangements . |
| Deferred compensation eligibility | Bank NEOs (including Ms. Shileny in 2024) are not eligible; 2024 nonqualified deferred compensation table shows none participated . |
| Pension/SERP | No qualified or non‑qualified defined benefit plans . |
| CEO compensation terms | Base salary $500,000 effective Jan 1, 2025; discretionary bonus, equity awards, ESOP/Profit Sharing, ESPP and standard benefits . |
Board Governance
- Board service: Elected director in 2023; executive director and not independent (NASDQ Rule 5605) .
- Committees: Compensation & Incentive Stock Committee excludes Ms. Shileny and other employee directors; composed of non‑employee directors (mostly independent) and met 10 times in 2024 .
- Audit Committee: Independent members Peck, Schmitt (chair, financial expert), and Wever; nine meetings in 2024 .
- Risk and Governance & Nominating Committees: Comprised of independent non‑employee directors; met five and two times respectively in 2024 .
- Board attendance: In 2024, all directors attended at least 75% of Board and committee meetings; all attended the annual shareholders’ meeting .
- Dual-role implications: CEO/director structure reduces independence; compensation decisions for bank executives are determined by the CEO (2024 Seegmiller, then Shileny in 2025) and reviewed/ratified by the Board’s Compensation Committee, mitigating self‑dealing risk .
Director compensation (context for board service)
| Item | Company | Bank |
|---|---|---|
| Annual Retainer—Chair | N/A | $25,125 (2024) |
| Annual Retainer—Member | N/A | $19,000 (2024) |
| Meeting Fees—Board | $470 (Company) | $730 (Bank) |
| Committee Meeting Fees (Audit/Risk/ESOP/Loan/Trust) | N/A (Company) | $470 each (Bank) |
| Note: Employee directors (Seegmiller, Shileny) are excluded from director fee tables . |
Compensation Structure Analysis
- Shift in mix: Salary increased from $417,308 (2023) to $464,085 (2024), while stock awards decreased from $165,000 (2023) to $68,500 (2024); CEO base set at $500,000 from 2025 .
- Equity form: Use of time‑vested RSUs (restricted stock) rather than options; no options outstanding for Ms. Shileny—lower risk compared to options and aligns with retention .
- Pay-for-performance design: Committee relies on subjective review vs formulaic metrics; considers net income vs budget, EPS, growth, asset quality, ROA/ROE, and peer data; no outside consultant used in 2024 .
- Shareholder support: 98% say‑on‑pay approval at 2024 meeting; no immediate changes contemplated .
Related Party Transactions and Governance Notes
- Non‑independent director interlocks: Director Michael E. Hodge participated in compensation deliberations; bank leases property from an entity where Hodge holds 17.65% interest; construction services purchased from Hodge Construction; management deems costs comparable; Hodge not independent under NASDAQ rules .
- Insider lending: Regulation O governs executive/director loans; insider loans must be on market terms and approved for amounts >$500,000 .
Compensation Peer Group and Benchmarking
- Salary benchmarking references Midwest/Iowa financial institutions; peer composition reviewed annually; data used for competitiveness, not strict parameter setting; committee did not engage external consultants in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say‑on‑pay: 98% approval; Board determined no changes were necessary based on strong support; ongoing shareholder engagement noted .
Equity Ownership & Alignment Details
| Attribute | Status |
|---|---|
| Ownership guidelines (directors/executives) | None adopted |
| Hedging policy | No hedging policy adopted; insider trading policy exists and will be filed as exhibit to 10‑K |
| Pledging policy | Not disclosed; no formal ownership/retention policies . |
Expertise & Qualifications
- Legal and banking credentials: JD; banking graduate programs; Iowa Bar; broad institutional roles since 2005 .
- Community/economic leadership: Goodwill of the Heartland (past chair; current director) and Greater Iowa City, Inc. (director) .
Work History & Career Trajectory
| Role | Dates | Notes |
|---|---|---|
| Private practice (Stanley, Lande & Hunter) | Post‑JD pre‑2005 | Foundation in legal practice |
| Hills Bank—progressive leadership roles (GC, Ops, Administration) | 2015–2021 | Built compliance and operational depth |
| COO → President & COO → CEO | 2021–2025 | Structured succession culminating in CEO |
Risk Indicators & Red Flags
- No ownership/retention policy and no hedging prohibition—potential misalignment risk versus best practices .
- Single‑trigger equity acceleration upon change in control—can incentivize deal‑timing and may dilute long‑term alignment .
- Compensation committee interlock and related party transactions (Hodge) create independence optics risk, though management asserts market terms and Hodge is classified non‑independent .
Employment Terms – Change of Control Economics
| Element | Provision |
|---|---|
| Cash severance | None; no employment/severance/change‑in‑control agreements |
| Equity acceleration | All restrictions lapse and awards vest upon change in control; also upon death/total disability |
| Clawback | Discretionary recovery/cancellation if financial restatement or fraud leads to unwarranted payouts |
Investment Implications
- Alignment: Significant time‑vested RSU holdings with scheduled vesting through 2029 support retention; absence of ownership/retention and hedging policies is a governance gap that investors may monitor .
- Pay/Performance: Strong say‑on‑pay support (98%) and balanced cash/equity mix with subjective, multi-factor performance review reduce near‑term controversy but limit transparency of incentive triggers .
- Liquidity windows: RSU vesting in Oct 2025/2026 and Jun 2028/Jul 2029 may create periodic selling pressure; watch for Form 4 filings near those dates .
- Governance: CEO/director dual role with independent committees and high board engagement; related party interlocks (Hodge) are an oversight consideration but do not directly involve Ms. Shileny .