Eric E. Burwell
About Eric E. Burwell
Eric E. Burwell, 57, is an independent director of HBT Financial (director since 2009; director of Heartland Bank since 2005). He is a Principal of Burwell Management Company, a family-owned property management and investment firm, and is an Illinois-licensed real estate managing broker. He holds BS degrees in Business Administration and Finance from Illinois State University and an MBA from Loyola University Chicago .
Past Roles
- The proxy discloses current principal role and licensure; prior operating roles beyond Burwell Management Company are not detailed in the filing .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burwell Management Company | Principal | Not disclosed | Oversees investments across real estate, private equity, venture capital, and liquid investments |
Board Governance
- Committee assignments (2024/2025): Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. Not a member of the Audit or Enterprise Risk Management Committees .
- Independence: Determined independent under SEC and Nasdaq rules (one of the majority of independent directors) .
- Attendance and engagement: Board held 9 meetings in 2024; no director attended fewer than 75% of aggregate Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Controlled company status: HBT is a “controlled company” under Nasdaq (voting control held via a Voting Trust overseen by Executive Chairman Fred L. Drake); the company elects to be treated as such, which provides exemptions from certain Nasdaq governance requirements. Audit Committee remains fully independent as required .
Committee Roles (Current)
| Committee | Role |
|---|---|
| Compensation | Chair |
| Nominating & Corporate Governance | Member |
Fixed Compensation (Director)
2024 Non-Employee Director Compensation (Burwell)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Eric E. Burwell | $29,250 | $11,436 | $5,500 | $46,186 |
Notes: Stock Awards reflect 2024 time-based RSUs with grant-date value at $19.06 per share; “All Other Compensation” reflects Heartland Bank director fees .
Director Fee Schedule (Recent Changes)
| Effective Period | Annual Retainer | Chair Fees (Audit / Comp / N&CG / Bank Trust) | Meeting Fees (Company Board / Committee / Bank Board) |
|---|---|---|---|
| Through Mar 31, 2024 | $12,000 | $5,000 / $3,000 / $2,000 / — | $300 / $350 / $500 |
| Apr 1, 2024 – Feb 28, 2025 | $18,000 | $7,500 / $5,000 / $3,000 / $5,000 | $750 / $500 / $750 |
| Beginning Mar 1, 2025 | $19,000 | $7,800 / $5,200 / $3,200 / $5,200 | $775 / $525 / $775 |
Performance Compensation (Director)
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Feb 29, 2024 | Time-based RSUs | 600 | $11,436 (600 × $19.06) | Vested Feb 28, 2025 | Includes dividend equivalent rights; not performance-conditioned |
There are no performance metrics tied to non-employee director equity; awards are time-based RSUs rather than PSUs for directors .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Burwell in the proxy biography .
- Compensation committee interlocks: None; Burwell (Chair) and other members were not officers or employees and had no relationships requiring disclosure under Item 404. No reciprocal board/comp committee interlocks disclosed .
Expertise & Qualifications
- Education: BS Business Administration; BS Finance (Illinois State University); MBA (Loyola University Chicago) .
- Professional: Principal investor/operator across real estate, private equity, venture capital; Illinois-licensed real estate managing broker .
- Board skills emphasis: Investment and real estate acumen; governance leadership as Compensation Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Detail |
|---|---|---|---|
| Eric E. Burwell | 39,920 | <1% | Includes 31,820 shares in the Eric E. Burwell Trust (Dec 21, 2007) and 5,300 shares in the Eric E. Burwell Living Trust (Apr 12, 1999) |
- Stock ownership guidelines: Non-employee directors must hold HBT stock equal to 1× annual cash fees; compliance within 3 years from policy effective date (Apr 1, 2024). Unvested RSUs count; unearned PRSUs do not .
- Pledging/hedging: Proxy footnotes disclose 41,660 shares pledged by an executive officer (not attributed to Burwell) ; the company maintains an insider trading policy permitting 10b5-1 plans and requiring pre-clearance for Section 16 officers .
Say-on-Pay & Shareholder Feedback (2025)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 27,023,829 | 334,840 | 21,108 | 2,622,754 |
- Say-on-pay frequency: Stockholders preferred annual votes (1 Year: 26,613,591; 2 Years: 10,119; 3 Years: 732,116; Abstain: 23,951; Broker Non-Votes: 2,622,754) .
- Context: This was HBT’s first say-on-pay following EGC status; Board recommended “FOR” and annual frequency .
Related Party & Conflict Considerations
- Controlled company governance: The board may rely on Nasdaq controlled company exemptions (e.g., majority-independent board not required), although Audit Committee independence remains mandated and in compliance .
- Loans to insiders: The bank offers loans to directors and officers only on market terms consistent with policy and regulation; related-party transactions >$120,000 require Audit Committee review/approval. Directors with personal interests are recused .
- Compensation Committee conflicts: None disclosed for Burwell or other members (no Item 404 relationships) .
Compensation Committee Practices (Relevance to Chair Role)
- Responsibilities include executive pay goals, director compensation recommendations, employment/severance/CIC agreements, and equity/incentive plan administration .
- The committee met four times in 2024 .
- Historical use of independent consultant (McLagan/Aon) for benchmarking and plan review; assessed as independent (last referenced for 2023) .
- 2025 CD&A endorsed by the committee (report signed by Burwell as Chair) .
Governance Assessment
-
Strengths
- Independent director with long HBT tenure and capital allocation/real estate expertise; leads Compensation Committee, signaling governance influence over pay design .
- Strong 2025 shareholder support for compensation program (overwhelming “FOR” votes) and preference for annual say-on-pay, reducing misalignment risk in pay design oversight .
- Formal ownership guidelines for directors, RSU-based alignment, and insider trading/10b5-1 framework support alignment and compliance .
-
Watch items / potential governance frictions
- Controlled company status reduces certain Nasdaq governance safeguards; future board composition/committee independence levels could shift without violating listing rules .
- Related-party lending is permitted under policy at market terms; requires ongoing Audit Committee vigilance (no specific Burwell transaction disclosed) .
- Share pledging exists for one executive officer (not Burwell); continue monitoring pledging/hedging risks across insiders .
-
Compensation structure signals (director)
- Fee schedule increased across retainer, chair, and meeting fees in 2024–2025; equity remained time-based RSUs (no performance conditions) → stable alignment tool with modest cash escalation .
- No director-specific performance metrics; avoids short-term risk incentives at the board level .