Diane H. Lanier
About Diane H. Lanier
Executive Vice President and Chief Retail Officer of HBT Financial, Inc. and Heartland Bank; age 61. She has 28 years with HBT and 40 years in the banking industry, with a BS in Marketing from Louisiana State University and completion of the ABA School of Bank Marketing and Management . Joined HBT in 1997 as Marketing Director; became Chief Retail Officer of Heartland Bank in March 2010; Executive Vice President in 2011; and Chief Retail Officer of the Company in December 2018, with oversight of retail branches and support operations, retail lending, payments, digital banking, and marketing . Company performance context: 2024 net income was $71.78M, adjusted diluted EPS $2.37, and cumulative TSR since 12/31/2021 reached $130.02 vs bank peer group $103.80, supporting pay-for-performance alignment at the enterprise level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HBT Financial/Heartland Bank | Marketing Director | 1997–2010 | Led marketing; foundation for later oversight of retail, payments, digital banking |
| Heartland Bank | Chief Retail Officer | Mar 2010–present | Oversight of retail branch and support operations, retail lending, payments, digital banking |
| HBT Financial | Executive Vice President | 2011–present | Senior executive leadership of retail function |
| HBT Financial | Corporate Secretary | 2009–2021 | Corporate governance administration |
| HBT Financial | Chief Retail Officer (Company) | Dec 2018–present | Company-level retail leadership; same oversight areas as bank CRO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parish National Bank (LA) | Vice President & Marketing Director | 1992–1997 | Led marketing; prior bank experience underpinning retail leadership |
Performance Compensation
Company framework for executive incentives (context for Diane’s alignment; her specific awards are not disclosed):
- Short‑term incentive plan for NEOs in FY 2024 used enterprise metrics only; payouts approved at 148.58% of target based on results below .
| Metric | FY 2024 Target | FY 2024 Actual | Weighting | Payout % of Target |
|---|---|---|---|---|
| Adjusted Pre‑Provision Net Revenue less Net Charge‑offs (Recoveries) ($000s) | $89,500 | $103,162 | 25% | 37.50% |
| Adjusted Return on Average Assets (%) | 1.30% | 1.50% | 25% | 37.50% |
| Adjusted Efficiency Ratio (Tax‑Equivalent) (%) | 56.00% | 52.42% | 10% | 13.58% |
| Nonperforming Assets / Total Assets (%) | 0.625% | 0.16% | 10% | 15.00% |
| Relative Peer Ranking (percentile) | 50th | 95.20th | 30% | 45.00% |
| Total Payout | — | — | — | 148.58% |
Long‑term PRSU framework (FY 2024 grants to NEOs; plan design applies enterprise‑wide under the Omnibus Equity Incentive Plan):
- 3‑year performance period (2024–2026). Payout based on Average Annual ROAA and peer percentile, with maximum 150% if ≥1.50% ROAA or top‑quartile peer performance at ROAA ≥0.50% .
| 2024–2026 AAROAA | Peer Percentile Rank | Payout (% of Target PRSUs) |
|---|---|---|
| ≥1.50% | Not applicable | 150% |
| 0.50%–<1.50% | ≥75th | 150% |
| — | 50th | 100% |
| — | 25th | 50% |
| — | <25th | 25% |
| <0.50% | Not applicable | 0% |
Vesting and acceleration mechanics under RSU/PRSU agreements (applies to executives; NEO terms shown):
- RSUs vest over 3 years; full acceleration upon death, disability, retirement (eligibility: age 55 with 15 years or age 60 with 5 years, with notice/transition), or qualifying termination in connection with change of control .
- PRSUs prorated/target treatment for qualifying termination/retirement; vesting of earned PRSUs upon certain terminations; full vest of earned PRSUs upon qualifying termination in connection with change of control .
Equity Ownership & Alignment
Stock ownership and trading policies:
- Executives must meet stock ownership guidelines; Executive Officers (other than CEO/Executive Chairman) must hold 1x annual base salary. Unvested RSUs count toward compliance; unearned PRSUs do not. Compliance window: 3 years initially; 5 years upon a higher requirement (e.g., promotion) .
- Hedging of company stock is prohibited; margin accounts are prohibited unless non‑marginable; insiders may use 10b5‑1 plans under strict pre‑clearance/timing rules .
- Company notes pledged shares exist for one executive (not Diane); e.g., 41,660 shares pledged by an executive officer (Horvath) in 2025 beneficial ownership footnotes .
| Policy Element | Requirement |
|---|---|
| Executive Chairman ownership | 3x annual base salary |
| CEO ownership | 3x annual base salary |
| Other Executive Officers ownership | 1x annual base salary |
| Directors ownership | 1x annual cash fees earned |
| Hedging | Prohibited |
| Margin accounts | Prohibited unless non‑marginable |
| 10b5‑1 plans | Allowed with pre‑clearance; open trading windows only |
Section 16 compliance:
- Diane L. Lanier filed a Form 5 on January 11, 2024 to report a previously unreported sale of 0.6 shares on January 25, 2021 (late filing) .
Employment Terms
- Clawback policy consistent with SEC Rule 10D‑1 and Nasdaq standards allows recovery of incentive compensation from executive officers for restatements or specified misconduct; covers cash bonuses and equity .
- NEO employment agreements include non‑compete and non‑solicit covenants and severance with double‑trigger change‑of‑control payouts (2x salary+target bonus for Executive Chairman/CEO/CFO; 1x for CLO/CCO) plus lump‑sum COBRA value; 6‑month salary continuation for terminations not in connection with change of control (Diane’s specific agreement terms are not disclosed) .
Performance & Track Record
Company pay-versus-performance context (useful to assess incentive alignment for retail leadership execution):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR on $100 initial (Company) | $108.06 | $120.66 | $130.02 |
| Cumulative TSR on $100 initial (Peer Group) | $92.12 | $90.55 | $103.80 |
| Net Income ($USD) | $56,456,000 | $65,842,000 | $71,780,000 |
| Adjusted EPS – Diluted ($USD) | $1.93 | $2.46 | $2.37 |
Leadership tenure:
- Experienced management bench; Diane H. Lanier: 28 years with HBT, 40 years in industry (as of 2025) .
Compensation Committee Analysis
- Compensation Committee members are independent directors (Burwell – Chair, Koch, Pfeiffer); committee oversees executive compensation plans, employment/severance/change‑in‑control provisions, and stock plans . Use of independent consultant McLagan (Aon) to review plans and compensation practices (last engaged during 2023); committee found no conflicts impairing independence .
Compensation Peer Group (Benchmarking)
- Peer group used for 2024 compensation included 20 regional banks such as Bank First Corporation, Byline Bancorp, First Mid Bancshares, Old Second Bancorp, QCR Holdings, Lakeland Financial, Midland States Bancorp, and others (Midwest community/commercial banks) .
Investment Implications
- Alignment: Company-wide incentive metrics (ROAA, efficiency, asset quality, peer ranking) and stock ownership guidelines tie executive wealth to sustained profitability and credit quality—supportive for retail execution and core deposit stability overseen by the Chief Retail Officer .
- Retention risk: Very low given 28-year tenure and retirement-eligible acceleration mechanics for RSUs/PRSUs; however, non‑compete/non‑solicit covenants in NEO agreements suggest structured transitions—Diane’s specific contract terms are not disclosed .
- Trading signals: No pattern of insider selling disclosed for Diane; a minor late Form 5 for 0.6 shares (2021) noted in 2024; insider trading policy requires pre‑clearance and permits 10b5‑1 plans, reducing opportunistic sale risk .
- Governance overlay: HBT is a Nasdaq “controlled company,” which may reduce certain governance requirements (e.g., committee independence requirements); continued strong performance and explicit clawback/anti‑hedging policies mitigate governance concerns for pay alignment analysis .