J. Lance Carter
About J. Lance Carter
J. Lance Carter, age 54, is President, Chief Executive Officer, and Director of HBT Financial, Inc. and Heartland Bank and Trust Company. He joined HBT in 2001, previously serving as Chief Credit Officer (2010–2018), Executive Vice President (2011), Chief Operating Officer (2015–2023), President of HBT (2019) and President of Heartland Bank (2023), and became CEO in May 2023. He holds a BS in Finance and an MBA from the University of Illinois and completed the Graduate School of Banking at the University of Wisconsin–Madison. Under his tenure, the company reported cumulative TSR of 120.66 at year-end 2023 and 130.02 at year-end 2024, with net income rising from $65.8M in 2023 to $71.8M in 2024; adjusted diluted EPS was $2.46 (2023) and $2.37 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HBT Financial, Inc. | Chief Credit Officer | Mar 2010–Dec 2018 | Oversaw credit administration and portfolio quality |
| HBT Financial, Inc. | Executive Vice President | Dec 2011– | Senior leadership across corporate functions |
| HBT Financial, Inc. | Chief Operating Officer | Jun 2015–May 2023 | Led day-to-day operations company-wide |
| HBT Financial, Inc. | President | Aug 2019– | Strategic leadership and growth initiatives |
| Heartland Bank and Trust Company | President | Jan 2023– | Operational leadership of bank subsidiary |
| HBT Financial, Inc. & Heartland Bank | President & CEO | May 24, 2023– | CEO transition and execution of performance plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external public company directorships disclosed |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Base | Notes |
|---|---|---|---|
| 2023 | 535,755 | 50% | Effective on CEO transition (May 24, 2023) |
| 2024 | 557,185 | 50% | 4% base increase |
| 2025 | 573,901 | Not disclosed | 3% base increase |
Performance Compensation
Short-Term Incentive (2024)
| Metric | Threshold | Target | Max | Actual | Weight | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted PPNR less net charge-offs (Recoveries) ($000) | 76,075 | 89,500 | 102,925 | 103,162 | 25% | 37.50% |
| Adjusted ROAA (%) | 1.11% | 1.30% | 1.50% | 1.50% | 25% | 37.50% |
| Adjusted Efficiency Ratio (TE) (%) | 61.00% | 56.00% | 51.00% | 52.42% | 10% | 13.58% |
| Nonperforming Assets / Total Assets (%) | 1.00% | 0.625% | 0.25% | 0.16% | 10% | 15.00% |
| Relative Peer Ranking (percentile) | 25 | 50 | 75 | 95.20 | 30% | 45.00% |
| Total Payout vs Target | — | — | — | — | — | 148.58% |
| Executive | Target Bonus (% Base) | Actual (% Base) | Target ($) | Actual ($) |
|---|---|---|---|---|
| J. Lance Carter | 50.0% | 74.3% | 278,593 | 413,933 |
Notes:
- Committee used adjustments for fairness and long-term alignment in exceptional items, consistent with non-GAAP reconciliations referenced to 10-K .
Long-Term Incentive (2024 grants; RSUs and PRSUs)
| Executive | RSUs Granted (#) | PRSUs Granted (#) | Total (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| J. Lance Carter | 5,457 | 5,457 | 10,914 | 208,020 |
- RSU vesting: 33% on 2/28/2025, 33% on 2/28/2026, 34% on 2/28/2027 .
- PRSU performance (2024–2026 AAROAA): 150% payout at ≥1.50%; or 150% at ≥0.50% with ≥75th percentile peer rank; at 50th percentile = 100%; 25th percentile = 50%; <25th percentile = 25%; <0.50% = 0% .
Historic PRSUs (2021–2023 cycle) vested at 150% on 2/29/2024 after adjustment for acquisition-related expenses; AAROATCE adjusted to 17.84% vs 16.80% unadjusted .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (common shares) | 128,416; less than 1% of outstanding |
| Shares Outstanding (record date) | 31,631,431 |
| Unvested RSUs (12/31/2024) | 9,865; market value $216,044 (at $21.90) |
| Unearned PRSUs (max, 12/31/2024) | 21,634; market value $473,785 (at $21.90) |
| Stock Appreciation Rights (exercisable) | 6,120 at $16.32, expiring 9/1/2029 |
| 2024 Stock Vested | 16,251 shares; value $311,619 |
| Pledging | None disclosed for Carter |
| Ownership Guidelines | CEO required to hold 3x annual base salary; unvested RSUs count; PRSUs do not; achieve within 3 years (new) or 5 years after increased requirement |
| Hedging/Margin | Hedging prohibited; margin accounts restricted unless non-marginable |
| Upcoming Vesting Dates (Carter) | RSUs: 2/28/2025: 4,808; 2/28/2026: 3,202; 2/28/2027: 1,855. PRSUs (max as of 12/31/24): 2/28/2025: 7,266; 2/28/2026: 6,182; 2/28/2027: 8,186 |
Insider trading policy requires pre-clearance for Section 16 officers and permits 10b5-1 trading plans during open windows, which can mitigate discretionary selling pressure but vesting events can still create supply around vest dates .
Employment Terms
| Provision | Terms (Carter) |
|---|---|
| Employment Agreement | Amended & Restated Employment Agreement (filed 2/25/2021) |
| Severance (no change-in-control) | Continued base salary payments for 6 months upon involuntary termination or resignation for “Good Reason” |
| Severance (change-in-control; double-trigger) | Lump sum 2x base salary + 2x target bonus; 18 months COBRA |
| Potential Payments (as of 12/31/2024; CIC) | Cash $1,671,556; COBRA $42,617; Equity $689,828; Total $2,404,001 |
| Equity Award Acceleration | RSUs: acceleration upon Qualifying Termination, Retirement or double-trigger CIC; PRSUs: pro-rata or target vesting depending on timing; CIC double-trigger accelerates earned PRSUs |
| Clawback | Dodd-Frank Rule 10D-1 compliant clawback covering cash and equity incentive comp |
| Non-compete/Non-solicit | Not specifically disclosed for Carter; such covenants exist generally in executive agreements |
Board Governance
- Board Service: Director of HBT and Heartland Bank since 2011; CEO since May 2023 .
- Committees: Carter serves on none of the Audit, Enterprise Risk Management, Compensation, or Nominating & Corporate Governance Committees (all independent) .
- Independence: Carter is not independent; HBT is a “controlled company” with >50% voting power in a Voting Trust led by Executive Chairman Fred L. Drake; may rely on exemptions from certain Nasdaq governance requirements .
- Board Activity: Board met 9 times in 2024; no director attended fewer than 75% of meetings; all directors attended the 2024 annual meeting .
Director Compensation
Employee directors (including Carter) receive no Board fees; non-employee director compensation comprises cash retainers/meeting fees and annual RSUs (e.g., 600 RSUs granted 2/29/2024) .
Compensation Structure Analysis
- Mix and Trends: Emphasis on performance-based pay—short-term cash bonuses and three-year RSU/PRSU vesting; Company does not currently grant new options and prohibits repricing without shareholder approval .
- 2024 Outcomes: Short-term bonus paid at 148.58% of target on strong AROAA, PPNR and top-decile peer ranking (95th percentile) .
- 2025 Calibration: Base increases of 3% for CEO; 2025 STIP maintains design with higher PPNR thresholds ($79.1M/$93.0M/$106.7M) and similar LTI approach .
- Shareholder-Friendly Features: No tax gross-ups on severance; clawback policy; hedging prohibited; stock ownership policy .
Say-on-Pay & Shareholder Feedback
- 2025 marks HBT’s first say-on-pay vote and say-on-pay frequency vote (Board recommends annual) following EGC status lapse; Compensation Committee will consider outcomes and feedback in future decisions .
Risk Indicators & Red Flags
- Controlled company governance may reduce independent oversight relative to non-controlled issuers .
- No disclosed pledging or hedging by Carter; insider trading windows and 10b5-1 plans permitted .
- Section 16(a) late filings noted for Executive Chairman (not Carter) in 2024 .
- Related party transactions governed by policy and Audit Committee oversight; insider loans at market terms; no Carter-specific related-party items disclosed .
Compensation Peer Group
Peer group used to inform 2024 pay includes Byline Bancorp, First Mid Bancshares, Lakeland Financial, Old Second Bancorp, QCR Holdings, Stock Yards Bancorp, and others; independent consultant (McLagan) engaged in 2023 review, with no conflicts . Relative peer ranking is a direct STIP metric component .
Expertise & Qualifications
- Education: BS Finance; MBA, University of Illinois; Graduate School of Banking, UW–Madison .
- Technical/Functional: Credit administration, operations, M&A integration, public company oversight; oversight of day-to-day operations of all areas of Heartland Bank .
Investment Implications
- Pay-for-performance alignment appears strong: 2024 bonuses tied to rigorous non-GAAP operating metrics, risk controls, and peer-relative ranking; PRSU design links three-year outcomes to AAROAA with both absolute and relative hurdles .
- Near-term supply risk: Material RSU/PRSU vesting around late-February each year may create episodic selling pressure, albeit mitigated by 10b5-1 plans and ownership guidelines requiring 3x salary for CEO .
- Retention and change-in-control: Double-trigger CIC with 2x base and 2x target bonus plus full equity vesting creates balanced retention and acquisition outcome economics; non-CIC severance limited to 6 months base pay, indicating discipline .
- Governance considerations: Controlled company status and CEO-director dual role reduce committee involvement/independence; however, all core committees are independent and meet regularly, which helps mitigate governance risk .