Gerald E. Pfeiffer
About Gerald E. Pfeiffer
Independent director since 2019; age 74. Background includes Partner/Principal at CliftonLarsonAllen LLP (1994–2016) focused on financial institutions; CFO of Bridgeview Bancorp, Inc. (Jan 2017–May 2019) overseeing financial reporting. BS in Accounting from Bradley University; over 50 years of professional services to financial institutions. The Board designates him an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CliftonLarsonAllen LLP | Partner/Principal | 1994–2016 | Led audit engagement services to financial institutions; oversaw income tax, regulatory compliance, IT services |
| Bridgeview Bancorp, Inc. | Chief Financial Officer | Jan 2017–May 2019 | Oversaw all financial reporting functions |
External Roles
- No other public company directorships disclosed in the 2025 proxy biography for Mr. Pfeiffer .
Board Governance
- Independence: Determined independent under SEC and Nasdaq rules; HBT maintains a majority of independent directors (including Pfeiffer) despite “controlled company” status .
- Committee assignments and chair roles:
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Chair | 5 |
| Enterprise Risk Management Committee | Chair | 4 |
| Compensation Committee | Member | 4 |
| Nominating & Corporate Governance Committee | Member | 2 |
- Attendance and engagement: Board held 9 meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Governance context: HBT is a “controlled company” under Nasdaq rules due to a Voting Trust controlled by Executive Chairman Fred L. Drake; the Audit Committee meets independence requirements; the company may elect not to follow certain Nasdaq governance standards in future .
Fixed Compensation
2024 non-employee director compensation (Company-level, Pfeiffer-specific amounts shown):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 33,825 |
| Stock Awards (grant-date fair value) | 11,436 |
| All Other Compensation (Heartland Bank fees) | 5,500 |
| Total | 50,761 |
Compensation mix for 2024:
| Component | Amount ($) | % of Total |
|---|---|---|
| Cash Fees | 33,825 | 66.7% (computed from cited amounts) |
| Stock Awards | 11,436 | 22.5% (computed from cited amounts) |
| Other Compensation | 5,500 | 10.8% (computed from cited amounts) |
Director fee structure changes:
| Period | Annual Retainer | Audit Chair Fee | Comp Chair Fee | Nominating Chair Fee | Trust Committee Chair Fee | Board Mtg Fee | Committee Mtg Fee | Heartland Bank Board Mtg Fee |
|---|---|---|---|---|---|---|---|---|
| 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 equity awards are time-based RSUs (no performance metrics); each non-employee director received 600 RSUs on Feb 29, 2024 (grant-date price $19.06; fair value $11,436), which vested on Feb 28, 2025; awards include dividend equivalent rights .
| Grant Date | RSUs | Grant-Date Price | Grant-Date Fair Value | Vest Date |
|---|---|---|---|---|
| Feb 29, 2024 | 600 | $19.06 | $11,436 | Feb 28, 2025 |
Performance metric table for director compensation:
| Metric | Design | Notes |
|---|---|---|
| Director equity award metrics | None (time-based RSUs) | No performance-based criteria tied to director RSUs |
Policies:
- Company currently does not grant options or option-like instruments; would evaluate timing policies if reintroduced .
- Clawback policy adopted (applies to executive incentive compensation under SEC Rule 10D-1/Nasdaq); not applicable to time-based director RSUs .
Other Directorships & Interlocks
- Heartland Bank: Director since 2019 (subsidiary board role) .
- No additional public company boards disclosed for Pfeiffer in the 2025 proxy .
Expertise & Qualifications
- BS in Accounting (Bradley University); over 50 years in financial institutions advisory .
- Audit leadership background (CLA Partner/Principal) and bank CFO experience .
- Designated “audit committee financial expert” by the Board .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 63,747 | Includes 5,162 shares held by spouse |
| Shares outstanding (as of Mar 21, 2025) | 31,631,431 | Used for % computation |
| Ownership as % of shares outstanding | ~0.20% (63,747 / 31,631,431) | |
| Unvested RSUs at FY-end 2024 | 600 | Director RSUs outstanding at year-end |
| Pledged shares | No pledges disclosed for Pfeiffer; separate disclosure notes 41,660 shares pledged by an executive officer (not attributed to Pfeiffer) | |
| Hedging/margin | Hedging prohibited; margining prohibited unless non-marginable; no violations reported among officers/directors | |
| Ownership guidelines | Non-Employee Directors: 1x annual cash fees earned; unvested RSUs count; compliance within 3 years (or 5 years after requirement increases) |
Governance Assessment
- Strong oversight credentials: Independent director; Audit Chair and ERM Chair; designated audit committee financial expert—a positive for financial reporting quality and risk governance .
- Attendance and engagement: Board met 9 times in 2024; all directors met minimum attendance (≥75%) and attended the 2024 Annual Meeting—supports board effectiveness .
- Compensation alignment: Modest cash/equity mix; annual time-based RSUs with dividend equivalents (no pay-for-performance for directors), and fee structure updated in 2024–2025—alignment moderate and in line with typical bank director practices .
- Ownership: Personal stake of ~0.20% supports alignment, though small; subject to stock ownership guidelines (1x annual cash fees); individual compliance status not disclosed .
- Conflicts/related-party exposure: Controlled company with Voting Trust governance may reduce independent influence; however, Audit Committee meets independence standards. Disclosed related-party transactions involve others; none specifically involve Pfeiffer in 2025 proxy .
- RED FLAGS: None identified specific to Pfeiffer (no pledging, no hedging, no related-party transactions disclosed). Broader governance risk stems from “controlled company” status and family control dynamics, which can affect investor confidence despite committee independence .