Andrea E. Zurkamer
About Andrea E. Zurkamer
Andrea E. Zurkamer is Executive Vice President and Chief Risk Officer (CRO) of HBT Financial and Heartland Bank, age 47. She joined HBT as Director of Risk Management in June 2013 and was named CRO in 2017; previously she spent 13 years as a bank auditor and consultant at CliftonLarsonAllen LLP. She holds a BS in Financial Accounting from Illinois State University and is a Certified Enterprise Risk Professional (CERP). As CRO, her remit spans enterprise risk management, internal audit, loan review, compliance, CRA/fair lending, BSA/AML, fraud prevention, operational risk, and HR/payroll oversight . Company performance indicators during her tenure include adjusted ROAA of 1.50% and NIM (FTE) of 4.01% in 2024, and 3Q25 YTD adjusted ROAA of 1.58% and NIM of 4.18%; HBT’s cumulative TSR was 130.02 with 2024 net income of $71.78 million and adjusted diluted EPS of $2.37 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HBT Financial / Heartland Bank | Director of Risk Management | 2013–2017 | Built and formalized risk management functions across audit, loan review, compliance, CRA/fair lending, BSA/AML, fraud and operational risk . |
| HBT Financial / Heartland Bank | Executive Vice President & Chief Risk Officer | 2017–Present | Oversees enterprise risk program; direct access to Boards; supports disciplined underwriting and sound credit/risk practices . |
| CliftonLarsonAllen LLP | Bank Auditor and Consultant | 13 years (pre-2013) | Provided audit and advisory services to financial institutions; foundation for risk/audit expertise . |
External Roles
No external public company directorships or committee roles are disclosed in the 2025 DEF 14A biography for Zurkamer .
Fixed Compensation
Not disclosed for Zurkamer (she is an executive officer but not a Named Executive Officer; NEO compensation is detailed and excludes Zurkamer) .
Performance Compensation
Short-Term Incentive Program Design (Company-level metrics driving executive bonuses)
| Metric | Threshold | Target | Maximum | Actual Result | Weighting | Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted Pre-Provision Net Revenue less Net Charge-offs (Recoveries) ($000s) | 76,075 | 89,500 | 102,925 | 103,162 | 25% | 37.50% |
| Adjusted ROAA (%) | 1.11% | 1.30% | 1.50% | 1.50% | 25% | 37.50% |
| Adjusted Efficiency Ratio (tax-equivalent basis) (%) | 61.00% | 56.00% | 51.00% | 52.42% | 10% | 13.58% |
| Nonperforming Assets / Total Assets (%) | 1.00% | 0.625% | 0.25% | 0.16% | 10% | 15.00% |
| Relative Peer Ranking (percentile) | 25 | 50 | 75 | 95.20 | 30% | 45.00% |
| Total | 100% | 148.58% |
Notes:
- Bonus design uses only Company performance (100% corporate metrics); targets are set versus budget and historical performance .
- The Compensation Committee may adjust for exceptional items to maintain fairness and alignment with long-term health .
Long-Term Incentives (RSUs and PRSUs – plan terms applied to executive awards)
| Element | Vesting / Performance Window | Metric / Gate | Payout Curve | Vesting Date |
|---|---|---|---|---|
| Time-based RSUs | 3 tranches: 33% on Feb 28, 2025; 33% on Feb 28, 2026; 34% on Feb 28, 2027 | Service-based | N/A | 2025/2026/2027 |
| Performance RSUs (PRSUs) | 3-year performance period: Jan 1, 2024–Dec 31, 2026 | Average Annual ROAA (AAROAA), plus relative peer percentile | 0% if AAROAA < 0.50%; 50% at 25th percentile; 100% at 50th; 150% if AAROAA ≥ 1.50% or ≥75th percentile combined | Feb 28, 2027 |
Notes:
- Dividend equivalents accrue on RSUs/PRSUs and are paid in cash when vesting occurs .
- 2021–2023 PRSUs (AAROATCE) vested at 150% (adjusted for acquisition-related expenses) on Feb 29, 2024, illustrating upside leverage to sustained performance .
Equity Ownership & Alignment
- Ownership Guidelines: Executives must hold stock equal to 1× annual base salary; unvested RSUs count, unearned PRSUs do not; achieve within three years (new/existing) or five years after higher requirement .
- Clawback: Board may recover incentive compensation for restatements or specified misconduct per Rule 10D-1 and Nasdaq .
- Hedging/Margin Policy: Hedging is prohibited; margin accounts disallowed unless shares are non-marginable .
- Pledging: One executive officer has 41,660 shares pledged; individual noted is not Zurkamer (pledging disclosed for Horvath in footnote) .
- Equity Plan structure: Omnibus Equity Incentive Plan authorizes RSUs/PRSUs and SARs; 1,627,883 shares available as of 12/31/2024 . Quarterly stock-based comp shows RSUs, PRSUs, and SARs activity/expense, evidencing active use of equity incentives company-wide .
Vesting acceleration terms (alignment and retention):
- RSUs: Accelerate 100% upon death/disability or qualifying retirement after year 1; double-trigger change-in-control acceleration with specified termination events within 24 months .
- PRSUs: Pro-rata/target retention and vesting upon qualifying termination/retirement; double-trigger acceleration for earned-but-unvested awards in change-in-control scenarios .
Merger-related settlement mechanics (near-term liquidity dynamics):
- In the October 20, 2025 CNB acquisition agreement, Company RSUs outstanding fully vest and settle in shares pre-close (net share settlement for tax withholding); stock options and SARs fully vest and are cashed out based on consideration value less strike/grant price. This can create concentrated vesting and potential insider selling pressure around closing .
Ownership specifics for Zurkamer:
- Total beneficial ownership, pledged shares, and compliance status versus ownership guidelines are not disclosed for Zurkamer in the 2025 proxy’s ownership table (which lists directors and NEOs only) .
Employment Terms
- Zurkamer’s employment agreement terms are not disclosed; the proxy details employment agreements for NEOs (not including Zurkamer), each with restrictive covenants and severance/change-in-control provisions conditional on a release .
- NEO severance norms for context: CEO/CFO and top NEOs receive 2× base salary and target bonus plus 18 months COBRA in double-trigger change-in-control; other NEOs receive 1× equivalents; involuntary terminations not in change-in-control provide six months of base salary only .
- Governance controls: Insider trading windows and 10b5-1 plan usage are regulated; pre-clearance required for Section 16 officers .
Investment Implications
- Risk alignment: The pay architecture emphasizes enterprise risk/credit discipline and long-term metrics (AAROAA, efficiency, NPAs) with clawback and ownership requirements—positive for pay-for-performance alignment .
- Retention/vesting dynamics: RSU/PRSU double-trigger protections and retirement acceleration support retention; however, pending merger mechanics that accelerate RSUs and cash-out SARs can create event-driven supply and short-term selling pressure from insiders broadly, including risk staff if they hold awards .
- Ownership transparency: Lack of granular disclosure for Zurkamer’s personal holdings, pledging, and bonus targets limits precision in assessing her individual alignment and potential selling pressure; attention should focus on SEC Section 16 filings ahead of and shortly after corporate events .
- Execution track record: Company credit quality and profitability metrics (adjusted ROAA/NIM, low NCOs/NPLs) underscore effective risk management posture during her tenure—a supportive indicator for continued value creation in a community banking model .