Thomas Wiele
About Thomas Wiele
Thomas R. Wiele is an independent director of Hills Bancorporation (HBIA) and Hills Bank & Trust Company, serving since 2012; he is 72 and is President, dealer and operator of Wiele Motor Company in West Liberty and Columbus Junction, Iowa, with partnership since 1978 and presidency since 1996 . He serves on the Trust Committee and the Compensation and Incentive Stock Committee; the Board has determined he is independent under NASDAQ rules (exceptions are Seegmiller, Shileny, and Hodge) . In 2024, all directors attended at least 75% of Board and committee meetings and attended the annual shareholders’ meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wiele Motor Company (Chevrolet dealer) | President; Dealer/Operator | Partner since 1978; President since 1996 | Business expertise and knowledge of company trade area; active in community organizations |
| Hills Bancorporation / Hills Bank & Trust | Director | Director since 2012 (Company and Bank) | Trust Committee; Compensation & Incentive Stock Committee |
External Roles
| Organization | Role | Tenure/Notes | Impact |
|---|---|---|---|
| National Association of Automobile Dealers | Member | Ongoing | Industry knowledge; local market insight |
| Iowa Association of Automobile Dealers | Member | Ongoing | Industry knowledge |
| Chevrolet Society of Sales Executives | Member | Ongoing | Sales expertise applicable to loan oversight |
| Community organizations (local) | Active participant | Ongoing | Community ties in HBIA trade area |
Board Governance
- Committee assignments: Trust Committee; Compensation and Incentive Stock Committee (member; committee chaired by Ann Marie Rhodes per committee report) .
- Independence: Determined independent under NASDAQ rules (non-independent directors are Seegmiller, Shileny, Hodge) .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings and the annual shareholders’ meeting .
- Meeting cadence: Board held one annual, one special, and twelve regular meetings in 2024; Audit met 9; Risk met 5; Compensation & Incentive Stock met 10; Trust met 12 .
- Board leadership: Company Board has no designated chair or lead independent director; the CEO acts as de facto chair, while the Bank’s Board chair is a non-employee director—regulators encourage separation (potential governance concern at Company level) .
Fixed Compensation
| Item | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $44,675 |
| Stock awards (2024) | $0 |
| Option awards (2024) | $0 |
| Non-equity incentive comp (2024) | $0 |
| All other compensation (2024) | $0 |
| Total (2024) | $44,675 |
Director Fee Schedule (structure applicable to non-employee directors):
| Compensation Item | Company | Bank |
|---|---|---|
| Annual retainer – Chairperson of 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 |
| Committee meeting fee (Governance; Compensation & Incentive Stock) | N/A | $0 (not compensated) |
Directors may defer up to 50% of cash compensation into the Nonqualified Deferred Compensation Plan, credited as stock units; balances are unfunded/unsecured and paid in cash in five annual installments upon change of control, board departure, or age 72 .
Performance Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| RSUs/Restricted Stock | $0 | No director stock awards disclosed for Wiele in 2024 |
| Stock Options | $0 | No option awards disclosed for Wiele in 2024 (Sparks and Wever received options) |
Compensation & Incentive Stock Committee held 10 meetings in 2024; director meetings for this committee are not compensated .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards (past 5 years) | None for HBIA directors, including Wiele |
| Executive compensation committee interlocks | No HBIA/Bank executive serves on another company’s board or compensation committee |
Expertise & Qualifications
- Long-tenured operator in regional auto sales and service; relevant to loan oversight and local market dynamics .
- Active membership in industry associations; brings commercial lending/credit insight .
- Community engagement in HBIA trade area; supports relationship banking and market development .
Equity Ownership
| Holder | Total Shares Beneficially Owned | Sole Voting/Investment Power | Shared Voting/Investment Power | Percent of Class |
|---|---|---|---|---|
| Thomas R. Wiele | 8,794 | 8,133 | 661 | 0.10% |
- Currently exercisable options: none disclosed for Wiele in options footnote (list includes Frey, Peck, Schmitt, Sparks, Wever) .
- Ownership policies: Company has not adopted a director/executive share ownership or retention policy .
- Hedging: Company has not adopted hedging practices/policies restricting director/employee hedging; insider trading policy exists and is filed with 10-K .
- Section 16 compliance: Company believes all filing requirements were met in 2024 .
Governance Assessment
- Alignment: Wiele’s 2024 compensation was 100% cash ($44,675) with no equity awards, while his ownership is 0.10% of outstanding shares—reasonable “skin-in-the-game” for a community bank director but lower alignment than equity-heavy structures; the absence of director ownership guidelines reduces formal alignment incentives .
- Independence and engagement: Independent under NASDAQ rules; solid engagement with ≥75% meeting attendance and committee service on Trust and Compensation & Incentive Stock Committees—supports board effectiveness .
- Board structure: Lack of a Company Board chair/lead independent director (CEO acts as de facto chair) is a governance weakness; mitigated at Bank by independent chair, but at the holding company level this can affect investor confidence in oversight .
- Conflicts/related-party exposure: No related-party transactions disclosed for Wiele; Regulation O governs any insider credit, and the board reviews non-loan related party transactions >$120,000 with recusal—good practice but no formal written RPT policy beyond insider credit .
- Committee composition: Compensation & Incentive Stock Committee includes all non-employee directors (except non-independent Hodge); chaired by Ann Marie Rhodes—broad participation can aid oversight but may dilute accountability relative to smaller, fully independent committees .
- RED FLAGS:
- No director/executive stock ownership policy; no hedging prohibition—misalignment risk in adverse markets .
- Company Board lacks chair/lead independent director—potential oversight gap at holding company level .