Timothy Finer
About Timothy Finer
Timothy D. Finer (age 63) is Senior Vice President and Director of Commercial Banking at Hills Bancorporation’s subsidiary bank; he has held the Director of Commercial Banking role since January 2023, after serving as Senior Vice President, Director of Lending . Company performance indicators relevant to incentive alignment show Hills Bancorporation’s cumulative TSR value of an initial $100 investment at 119.33 in 2024 (vs. 107.59 in 2023), while net income was $47.6 million in 2024, $38.2 million in 2023, and $47.8 million in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hills Bank (HBIA subsidiary) | Director of Commercial Banking | Jan 2023 – Present | Leads commercial banking; role is a named executive officer position at the Bank level |
| Hills Bank (HBIA subsidiary) | Senior Vice President, Director of Lending | Pre-2023 – 2022 | Oversaw lending function prior to transition to Director of Commercial Banking |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | No external roles disclosed in company filings reviewed | — | — |
Fixed Compensation
Multi-year summary compensation (Company proxy SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 218,289 | 239,615 | 246,400 |
| Cash Bonus ($) | 1,158 | — | — |
| Stock Awards ($) | — | — | — |
| Option Awards ($) | — | — | — |
| All Other Comp ($) | 31,726 | 29,437 | 34,383 |
| Total ($) | 251,173 | 269,052 | 280,783 |
Breakdown of “All Other Compensation” (plan contributions, PTO payouts, insurance, dividends) for Finer:
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Profit Sharing Plan ($) | 10,293 | 11,017 | 11,473 |
| ESOP ($) | 10,293 | 11,017 | 11,473 |
| 401(k) Match ($) | 2,288 | 2,448 | 2,550 |
| Deferred Comp Plan ($) | — | — | — |
| PTO Payout ($) | 8,462 | 4,615 | 8,557 |
| Insurance Premiums ($) | 390 | 340 | 330 |
| Dividends on Unvested RS | — | — | — |
| Total ($) | 31,726 | 29,437 | 34,383 |
Performance Compensation
- Annual bonus design: The company states cash bonuses are discretionary and no named executive officers received cash bonuses in 2024 . There is no disclosed target bonus percentage for Finer in 2024 .
- Equity incentives: The 2020 Stock Option and Incentive Plan authorizes restricted stock and options; options typically vest over five years and have a 10-year term. Finer shows no equity awards (stock or options) in the SCT for 2022–2024 .
Table – 2024 incentive outcomes:
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting Terms |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no pre-set metrics disclosed) | — | Not disclosed | $0 | N/A |
| Stock/Option Awards | N/A for Finer in 2024 (no awards in SCT) | — | — | — | Plan practice: options 5-year vest, 10-year term; restricted stock vesting as set by Committee |
Compensation-performance context (company-level): Pay-versus-performance section shows TSR improved to 119.33 in 2024 (from 107.59 in 2023) and net income of $47.6M in 2024 (vs. $38.2M in 2023 and $47.8M in 2022) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 37,658 shares; 0.42% of outstanding class |
| Voting power | Sole voting and investment power over 37,658 shares |
| ESOP allocation (for voting) | 28,758 ESOP shares allocated to Finer |
| Vested vs. unvested context | ESOP and Profit Sharing contributions vest over six years of service |
| Stock ownership guidelines | Company has not adopted a share ownership or retention policy for directors or executive officers |
| Hedging/pledging policies | Company has not adopted hedging practices/policies for insiders; insider trading policy requires pre-clearance of trades |
Employment Terms
- Employment agreements/severance/CIC: The company and bank have no employment contracts, severance agreements, or change-in-control agreements with executive officers, including Finer .
- Equity acceleration on CIC/death/disability: Under the Incentive Stock Plan, any outstanding restrictions on awards lapse and all awards become immediately vested upon a change in control, death, or total disability; unvested awards are generally forfeited upon other termination .
- Clawback/recoupment: The Committee may adjust or recover incentive pay in the event of a material restatement and will seek recovery/cancellation for bonuses or incentives tied to fraudulent activity or intentional misconduct leading to misstated results .
- Deferred compensation: Company Named Executive Officers may defer pay into a nonqualified plan; Bank NEOs (including Finer) primarily participate in ESOP, Profit Sharing, and 401(k) (see All Other Compensation breakdown above) .
Say-on-Pay and Governance Signals
- Say-on-Pay support: 98% of votes cast supported NEO pay at the 2024 Annual Meeting .
- Compensation committee: The Compensation and Incentive Stock Committee oversees the stock plan and executive pay; list of members disclosed in the proxy .
Performance & Track Record Highlights
| Indicator | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Hills Bancorporation TSR (value of initial $100) | 105.27 | 115.69 | 107.59 | 119.33 |
| Midwest Community Banks TSR (peer) | 117.09 | 104.86 | 103.12 | 126.02 |
| Net Income ($000) | 48,085 | 47,753 | 38,176 | 47,604 |
Note: Finer assumed the Director of Commercial Banking role in Jan 2023; TSR and net income are company-level outcomes .
Compensation Structure Analysis
- Cash-heavy mix for Finer: 2022–2024 SCT shows base salary plus retirement/benefit contributions; no equity or cash bonuses for 2023–2024, indicating low formal at-risk pay for this role in the period .
- Discretionary bonus design: Absence of disclosed annual formulaic metrics; 2024 bonuses not paid to NEOs; committee uses discretionary approach rather than pre-set targets/weights .
- Equity plan availability but limited usage: The plan permits options/restricted stock with 5-year vest norm, but Finer had no reported grants in 2023–2024 .
- Ownership alignment via ESOP and profit sharing: Regular 4.5% contributions to ESOP and Profit Sharing across the workforce, with Finer’s ESOP allocation substantial within his disclosed beneficial ownership .
Investment Implications
- Alignment and retention: Finer’s meaningful ESOP-linked ownership (37,658 shares; 0.42%) and long tenure in senior lending roles suggest alignment and institutional knowledge; however, lack of formal ownership guidelines means no mandated holding levels beyond ESOP/benefit plans .
- Limited near-term selling pressure: No 2023–2024 equity grants reported for Finer and no 2024 cash bonus; insider trading is subject to pre-clearance, and the company has not adopted hedging restrictions, which is a governance watch item but not an immediate selling catalyst .
- Change-in-control economics: No individual severance/CIC agreements reduces parachute-related risk; equity acceleration would apply only if unvested awards exist at CIC (none disclosed for Finer in 2023–2024), limiting CIC windfall exposure for this executive .
- Pay-for-performance optics: Company-level TSR rebounded in 2024 and net income recovered to 2022 levels; high 98% Say-on-Pay support indicates shareholder comfort with overall pay design, though Finer’s pay is largely fixed/benefit-driven rather than performance-levered .