Allen C. Drake
About Allen C. Drake
Allen C. Drake, age 73, is a long-tenured director of HBT Financial and Heartland Bank, serving since 1981 (44 years of service through 2025). He previously served as Chairman and Chief Financial Officer until retiring in 2007, with prior roles including President of a predecessor bank. He holds B.S. and M.S. degrees in Electrical Engineering from the University of Illinois. Notably, he is the brother of Executive Chairman Fred L. Drake and is not classified by the Board as an independent director under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland Bank and Trust Company (HBT subsidiary) | Officer; later Chairman & CFO | Officer since 1979; retired 2007 | Led M&A activities, technology innovation, trust, finance and systems integration; President of a predecessor bank; director on several predecessor bank boards. |
| HBT Financial, Inc. | Director | 1981–present | Long-tenured board member; selected for deep institutional knowledge across lending, administration, technology, finance, trust, and strategic planning. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the proxy. |
Board Governance
- Independence status: Not listed among independent directors (independent directors are Baker, Bowman, Burwell, Koch, Pfeiffer). HBT is a “controlled company” under Nasdaq, with >50% voting power in a Voting Trust controlled by Executive Chairman Fred L. Drake. Audit, ERM, Compensation, and Nominating committees are composed of independent directors.
- Committee memberships: None (not a member of Audit, Enterprise Risk Management, Compensation, or Nominating & Corporate Governance).
- Committee chairs: None.
- Attendance: Board met 9 times in 2024; no director attended fewer than 75% of aggregate Board and assigned committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: As a controlled company, HBT may elect not to meet certain Nasdaq governance standards (e.g., independent director majority, independent-only committees for comp/nom/gov, executive sessions), though the company notes its Audit Committee adheres to independence requirements.
- Governance infrastructure: Code of Ethics, stock ownership policy for directors, clawback policy, insider trading/anti-hedging policies in place.
Fixed Compensation (Director)
| Year | Cash Fees Earned | Other Cash/Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $26,100 | $7,350 (Bank board & committee fees: $5,500 + $1,850) | $33,450 | HBT paid meeting/retainer fees; Heartland Bank paid director and committee fees. |
| 2024–2025 fee framework | — | — | — | Annual equity grant to non-employee directors of 600 RSUs on 2/29/2024 (vested 2/28/2025). Cash retainers and meeting fees increased effective 4/1/2024 and again on 3/1/2025. |
Performance Compensation (Director)
| Grant date | Instrument | Shares/Units | Grant-date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| 2/29/2024 | Time-based RSUs | 600 | $11,436 | Vested 2/28/2025 | None (time-based only). |
The company does not use performance-conditioned equity for directors; the 2024 director grant consisted of time-based RSUs only.
Other Directorships & Interlocks
- Interlocks/relationships: Allen is the brother of Executive Chairman and Voting Trust trustee Fred L. Drake. The Voting Trust held 54.4% of outstanding shares as of March 21, 2025, with sole voting discretion exercised by Fred L. Drake (trustee). HBT relies on the “controlled company” exemption for certain Nasdaq governance requirements. These are material governance considerations for independence and potential influence.
- Current public company boards: None disclosed for Allen.
Expertise & Qualifications
- Education: B.S. and M.S. in Electrical Engineering, University of Illinois.
- Domain expertise: Banking operations, finance, technology integration, M&A, trust and systems integration; extensive historical knowledge of HBT/Heartland operations.
- Board-relevant credentials: Deep operating and integration background enhances oversight on strategy and legacy systems/processes.
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes/Breakdown |
|---|---|---|---|
| Allen C. Drake | 6,154,978 shares | 19.5% | Includes Voting Trust interests. As of 3/21/2025, Voting Trust allocation for Allen’s benefit includes: 11,318 shares for Allen, 200,980 shares for spouse, and 5,939,880 shares held for a family trust where Allen is trustee and 25% beneficiary; Allen disclaims beneficial ownership beyond his pecuniary interest. |
| Shares pledged | — | — | Proxy footnotes disclose pledging for a different executive (41,660 shares by an executive officer), with no pledge footnote indicated for Allen. |
| Hedging/pledging policy | — | — | Insider Trading Policy prohibits hedging and restricts margin accounts; company states no known violations by officers/directors. |
| Ownership guidelines | — | — | Non-employee directors: 1x annual cash fees; unvested RSUs count; 3 years to comply from policy effective date (4/1/2024). Compliance status vs. guideline is not individually disclosed. |
Governance Assessment
- Strengths
- Very high ownership alignment through Voting Trust-linked beneficial ownership; substantial long-term economic exposure to HBT’s equity.
- Full Board and committee attendance standards met in 2024; all directors attended Annual Meeting.
- Independent composition of all standing committees (Audit, ERM, Compensation, Nominating), with an Audit Committee financial expert designated.
- Robust policies: stock ownership guidelines (includes directors), clawback policy per Rule 10D-1, anti-hedging policy, insider trading controls.
- Risks and potential red flags
- Non-independent director with immediate family tie to controlling Executive Chairman (brother), elevating potential for perceived conflicts and influence—particularly salient given Voting Trust control (>50% voting power).
- “Controlled company” status enables reduced adherence to certain Nasdaq governance practices (e.g., majority independent board), which can affect minority shareholder protections; the company states it may not meet non-controlled standards in the future.
- No committee assignments for Allen, which reduces direct involvement in key oversight committees (audit, compensation, nom-gov, risk).
- Related-party exposure
- Voting Trust structure centralizes voting power with Executive Chairman as trustee; Allen’s beneficial holdings are largely via the Voting Trust and family trust.
- Company discloses insider lending policies and an Audit Committee review process for >$120,000 related party transactions; no specific related-party transactions disclosed for Allen.
Director Compensation Details (Context)
| Component (non-employee directors) | 2024 (through 3/31) | 4/1/2024–2/28/2025 | From 3/1/2025 | Notes |
|---|---|---|---|---|
| Annual cash retainer | $12,000 | $18,000 | $19,000 | Committee chair retainers increased (Audit, Comp, Nominating; plus Trust Committee). Meeting fees also rose. |
| Meeting fees (Company Board/Committee/Bank Board) | $300 / $350 / $500 | $750 / $500 / $750 | $775 / $525 / $775 | Paid per meeting attended. |
| Annual equity grant | — | 600 RSUs (2/29/2024) | — | 2024 grant vested 2/28/2025. |
Say-on-Pay & Shareholder Feedback (Governance Context)
- 2025 is the company’s first advisory say-on-pay vote and first frequency vote (Board recommends “1 Year”). Results were not included in the 2025 proxy.
Compensation Committee Analysis (Governance Context)
- Compensation Committee members are independent (Burwell—Chair; Koch; Pfeiffer). In 2023 it retained Aon’s McLagan on an as-needed basis; the committee determined no conflicts impaired consultant independence. No compensation consultant retained in 2024.
- No compensation committee interlocks; no Item 404 related-party relationships among committee members.
Notes on Attendance and Meetings
- Board met 9 times in 2024; all directors satisfied >75% attendance threshold; all directors attended the 2024 annual meeting.
Summary View for Investors
- Allen C. Drake brings deep institutional knowledge and prior executive experience in finance, M&A and systems integration; however, his non-independent status, close family relationship to the Executive Chairman, and significant Voting Trust-linked ownership warrant ongoing monitoring for potential conflicts and entrenchment risk. The presence of fully independent key committees, formal related-party review policies, and strong attendance mitigate some governance concerns.