Linda J. Koch
About Linda J. Koch
Independent director since 2020; age 63. Former President & CEO of the Illinois Bankers Association (2001–2020), with deep industry policy and advocacy experience; BA in Legal Studies from University of Illinois Springfield and Certified Association Executive (CAE). Serves on the boards of HBT Financial, Inc. and Heartland Bank and Trust Company; designated independent under SEC/Nasdaq rules. Selected for leadership, communication, and strategic planning skills; provides legislative/regulatory updates to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illinois Bankers Association | President & CEO | 2001–2020 | Led leadership, strategy, and operational management; statewide banking policy advocacy |
| HBT Financial, Inc. / Heartland Bank and Trust Company | Director | 2020–Present | Independent director; oversight across core board committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graduate School of Banking at University of Wisconsin–Madison | Board of Trustees | During 2001–2020 | Oversight of banking executive education |
Board Governance
- Independence: The board determined Koch is independent under SEC/Nasdaq rules; HBT is a “controlled company” due to a Voting Trust (54.4% voting power), though Audit Committee independence requirements still apply.
- Committee memberships: Audit, Enterprise Risk Management (ERM), and Compensation; not a chair. Audit and ERM chaired by Gerald E. Pfeiffer; Compensation chaired by Eric E. Burwell.
- Attendance: Board held 9 meetings in 2024; no director attended fewer than 75% of Board and committee meetings during their service; all directors attended the 2024 Annual Meeting.
- Engagement: Provides legislative and regulatory updates to the board; earned an additional annual fee for this role (see compensation).
- Controlled company implications: HBT elects controlled company exemptions and may not meet certain Nasdaq governance requirements in the future (e.g., majority independent, independent-only nominating/compensation committees, executive sessions), though it met many standards in 2024.
Committee Memberships (Current)
| Committee | Member | Chair |
|---|---|---|
| Audit | Yes | No (Chair: Gerald E. Pfeiffer) |
| Enterprise Risk Management | Yes | No (Chair: Gerald E. Pfeiffer) |
| Compensation | Yes | No (Chair: Eric E. Burwell) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $29,100 | Includes retainer and meeting fees (see schedule below) |
| “All Other Compensation” (2024) | $5,500 | Director fees from Heartland Bank |
| Stock Awards (RSUs) (2024 grant) | $11,436 | 600 RSUs, grant-date fair value $19.06/share; vested 2/28/2025 |
- Director fee schedule changes:
- Through March 31, 2024: annual retainer $12,000; meeting fees: $300 (Company Board), $350 (committee), $500 (Bank Board). Audit Chair $5,000; Compensation Chair $3,000; Nominating Chair $2,000; Koch received an additional $3,000 annual fee for legislative/regulatory updates.
- April 1, 2024–Feb 28, 2025: annual retainer $18,000; meeting fees: $750 (Company Board), $500 (committee), $750 (Bank Board). Chair fees increased (Audit $7,500; Compensation $5,000; Nominating $3,000; Bank Trust Committee $5,000).
- Beginning March 1, 2025: annual retainer $19,000; meeting fees: $775 (Company Board), $525 (committee), $775 (Bank Board). Chair fees modestly increased (Audit $7,800; Compensation $5,200; Nominating $3,200; Bank Trust Committee $5,200).
Performance Compensation
| Equity Instrument | Grant Date | Shares/Units | Vesting | Performance Link |
|---|---|---|---|---|
| RSUs (annual director grant) | 2/29/2024 | 600 | Vested 2/28/2025 | None (time-based); dividend equivalents accrued and paid at vesting |
No performance-conditioned director equity awards are disclosed; director equity is time-based RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond HBT Financial; biography lists association and academic trusteeship, not public issuers |
| Affiliate board | Director of Heartland Bank and Trust Company |
| Interlocks/Shared directorships | None disclosed with competitors/suppliers/customers; Compensation Committee interlocks explicitly denied for all members (including Koch) |
Expertise & Qualifications
- Education: BA Legal Studies (University of Illinois Springfield); Certified Association Executive (CAE).
- Industry experience: 19 years leading the Illinois Bankers Association; board-level oversight at Graduate School of Banking.
- Board qualifications: Selected for leadership, communication, strategic planning skills; independent director across Audit/ERM/Compensation.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 4,300 | As of record date 3/21/2025; <1% of outstanding |
| Shares outstanding (company) | 31,631,431 | As of record date 3/21/2025 |
| Ownership % | ~0.014% | 4,300 / 31,631,431 |
| Unvested RSUs (director grant) | 600 | Outstanding at FY-end 2024; vested 2/28/2025 |
| Pledged shares | None disclosed for Koch | Pledging footnotes reference other executives; hedging prohibited; margin restrictions apply |
| Ownership guidelines | Directors: 1x annual cash fees earned; unvested RSUs count; PRSUs do not; 3–5 year compliance window depending on circumstance; effective 4/1/2024 |
Insider Trades
| Item | Status/Detail |
|---|---|
| Section 16(a) filings (2024) | Company states all required filings were made, except two late Form 4s by Executive Chairman Fred L. Drake; no late filings attributed to Ms. Koch in the proxy disclosure |
| Form 4 transaction detail | Not disclosed in proxy; no Koch-specific trading detail provided in DEF 14A |
Governance Assessment
- Strengths: Independent across three key committees (Audit, ERM, Compensation); strong attendance norms; policy depth from banking association leadership; board benefits from her legislative/regulatory insights.
- Alignment: Receives modest cash retainer plus annual RSUs; director ownership guidelines in place; hedging prohibited; margin restrictions for insiders; clawback policy adopted consistent with Exchange Act Rule 10D-1/Nasdaq.
- Risks/RED FLAGS:
- Controlled company status and Voting Trust concentration (54.4%) reduces minority shareholder influence and allows governance exemptions; potential future deviations from non-controlled Nasdaq standards.
- Related-party transactions exist at company level (e.g., loans to insiders per policy), but none disclosed specific to Koch.
- Pledging: A pledged position is disclosed for an executive officer; none for Koch.
- Section 16(a): Late filings noted for Executive Chairman, not Koch.
Overall, Koch’s independent committee service and policy expertise support board effectiveness in risk, audit, and pay oversight. Governance risk primarily stems from HBT’s controlled company structure, not from director-specific conflicts tied to Koch.