William Wever
About William A. Wever II
Independent director of Hills Bancorporation since 2024; age 57. A small-business owner and dentist, he is President and sole shareholder of Integrity Dental, P.C. (founded 2002) and holds a D.D.S. from the University of Iowa College of Dentistry and a B.A. in Physics from the University of Iowa; he is fluent in Spanish and active in Southeast Iowa professional organizations . He serves on the Audit Committee and the Compensation and Incentive Stock Committee; the Board classifies him as independent under NASDAQ rules . In 2024, all directors attended at least 75% of Board/committee meetings and the annual meeting, indicating baseline engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrity Dental, P.C. | President and sole shareholder | 2002–present | Founded and operates dental practice; small-business/operator perspective valuable to loan oversight and community banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| South East Iowa District Dental Association | Officer | Not disclosed | Professional leadership in regional dental association |
| American Dental Association; Iowa Dental Association | Member | Not disclosed | Professional affiliations |
| Other public company boards | None | — | Company discloses none of the directors (including Wever) currently serve or have served on other public company boards in past five years |
Board Governance
- Committees: Audit Committee member (with Casey L. Peck and James C. Schmitt; Schmitt is Chair and Peck/Schmitt are designated financial experts) and Compensation & Incentive Stock Committee member; the latter comprises non‑employee directors and met 10 times in 2024, primarily to approve restricted stock grants to officers .
- Independence: Independent director (Board deems all directors independent except former CEO Seegmiller, current CEO Shileny, and Hodge due to related‑party ties) .
- Attendance and engagement: In 2024, all directors attended ≥75% of Board/committee meetings and all attended the annual shareholders’ meeting .
- Tenure/terms: Elected in 2024; listed to serve until the 2027 annual meeting .
- Board leadership: Company Board has no designated Chair or Lead Independent Director; Bank Board Chair is a non‑employee director (Rhodes) and acts separately; Company meetings are chaired de facto by CEO Shileny .
- Controls environment: Company reported material weaknesses in ICFR affecting disclosure controls as of Sept 30, 2025, including deficiencies in related‑party identification/approval/disclosure; Audit Committee (of which Wever is a member) met 9 times in 2024 and oversees auditor independence and internal controls .
Fixed Compensation
| Component | Company | Bank | Notes |
|---|---|---|---|
| Annual retainer – Board member | N/A | $19,000 | Paid quarterly; Company pays no retainer; Bank pays director retainers |
| Annual retainer – Chair | N/A | $25,125 | For Bank Chair; not applicable to Wever |
| Board meeting fee (per meeting) | $470 | $730 | Paid for each Board meeting attended |
| Audit Committee (per meeting) | N/A | $470 | Committee meeting fees at Bank; Compensation Committee has no meeting fees |
| Loan/Trust/ESOP/Risk (per meeting) | N/A | $470 | For other Bank committees; Wever serves on Audit; Compensation has no fees |
| Fees earned by Wever in 2024 (cash) | $30,900 total fees earned in 2024 |
Performance Compensation
| Item | Details |
|---|---|
| Option awards (grant-date fair value) | $119,952 recognized for Wever in 2024 director compensation table |
| Director stock options outstanding | 1,764 options, granted 5/14/2024, exercise price $68.00, expiration 5/14/2034; options for directors are shown as “currently exercisable” in the beneficial ownership note (director options expire 10 years from grant or 2 years after service ends) |
| Performance metrics | None disclosed for director equity; committee notes director compensation is not performance-metric based; Compensation Committee uses discretion for executive pay, not directors |
As of 12/31/2024, the proxy cites a $72.00 share price for valuation purposes; at that price, Wever’s options were $4.00 in-the-money, implying ~$7,056 intrinsic value (1,764 × $4.00) on that date .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None for Wever; Company states none of its directors served on other public company boards in past five years |
| Compensation committee interlocks | None disclosed for Wever; Company discloses related‑party involvement for Director Hodge and outlines general related‑party review practices; interested directors recuse |
Expertise & Qualifications
- Education: D.D.S., University of Iowa College of Dentistry; B.A., Physics, University of Iowa .
- Professional background: Founder/operator of dental practice; active in Southeast Iowa professional/community organizations; bilingual (Spanish) .
- Board-relevant skills: Small-business ownership, community engagement, regional market insight; contributes to audit/compensation oversight through operator’s perspective; not designated an Audit Committee financial expert (only Schmitt and Peck are so designated) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 1,911 shares |
| Sole voting/investment power | 1,784 shares |
| Shared voting/investment power | 127 shares |
| Percent of class | 0.02% |
| Stock options (director) | 1,764 @ $68.00, exp. 5/14/2034 |
| Ownership guidelines | Company has not adopted director or executive share ownership/retention policies |
| Hedging/pledging | Company has not adopted practices/policies limiting hedging/offset transactions by insiders; Company states insider trading policies exist and are filed with the 10‑K |
Governance Assessment
- Positives: Independent director with active committee roles (Audit; Compensation); board-wide minimum attendance achieved; no other public board interlocks; robust Audit Committee charter and pre‑approval of audit services; 2024 say‑on‑pay support was 98%, signaling broad investor confidence in compensation oversight .
- Alignment: Director equity via options supports alignment; beneficial ownership is modest (0.02%); absence of formal director ownership guidelines weakens long‑term alignment signal .
- Risks/RED FLAGS:
- Material weaknesses in ICFR persisted into late 2025 including deficiencies in related‑party identification/approval/disclosure—heightened oversight burden for the Audit Committee where Wever serves .
- No anti‑hedging policy disclosed (Company “has not adopted any practice or policies” restricting hedging), which many governance frameworks view as misaligned with best practice .
- Related‑party exposure exists at Board level (Hodge/OC Group lease), though not tied to Wever; underscores need for strong independent challenge on Compensation and Audit .
- Board structure: No Company Board Chair or Lead Independent Director; oversight largely routed through Bank Board leadership and committees—can dilute clear independent leadership at HoldCo level .
Overall: Wever brings small‑business/operator and community expertise and serves on key oversight committees as an independent director. The primary governance watch‑items are firm‑level (ICFR weaknesses; absence of ownership/anti‑hedging policies; related‑party sensitivities), not Wever‑specific. Continued progress on control remediation and adoption of ownership/hedging policies would strengthen investor confidence .