Patrick F. Busch

About Patrick F. Busch

Patrick F. Busch (age 68) is a long-tenured HBT insider and director, serving on HBT Financial’s board since 1998 and Heartland Bank’s board since 1995. He is Vice Chairman of Heartland Bank; previously President and Chief Lending Officer of Heartland Bank (Mar 2010–Dec 2022) and Executive Vice President of the Company (Dec 2009–Dec 2022). He holds a BS in Business Administration from Illinois Wesleyan University and completed the Stonier Graduate School of Banking; he is credited with establishing Heartland’s loan culture, integrating acquisitions, and leading organic growth across key Illinois markets .

Past Roles

External Roles

• No other public company directorships or external committee roles disclosed in the 2025 proxy biography .

Board Governance

• Independence: Not classified as independent; only Baker, Bowman, Burwell, Koch, and Pfeiffer are independent .
• Attendance: Board met 9 times in 2024; no director attended fewer than 75% of aggregate Board+committee meetings; all directors attended the 2024 annual meeting .
• Committees: Not a member of Audit, Enterprise Risk Management, Compensation, or Nominating & Corporate Governance committees; chairs are Pfeiffer (Audit, ERM), Burwell (Compensation), Bowman (Nominating) -.
• Controlled company: HBT is a Nasdaq “controlled company” via a Voting Trust (Fred L. Drake as trustee); may rely on exemptions from certain governance requirements, though Audit Committee independence is maintained .

Fixed Compensation

• Non-employee director program (context): in 2024 directors received cash retainers/meeting fees and 600 RSUs granted Feb 29, 2024 (vested Feb 28, 2025) -.

Performance Compensation

• Director performance-linked pay: None disclosed for Busch; he did not receive director RSUs in 2024 (stock awards $0) .
• Company policy restricts options grants currently; no option awards policy active, and options are not being granted; hedging prohibited; margin accounts generally prohibited (non-marginable required) .

Other Directorships & Interlocks

• Compensation Committee interlocks: Committee members (Burwell, Koch, Pfeiffer) are independent; no interlocks or Item 404 relationships disclosed; Busch is not on the Compensation Committee .

Expertise & Qualifications

• Banking operator with deep credit and lending leadership; led loan culture, acquisition integration, and multi-market organic growth .
• Education: BS in Business Administration (Illinois Wesleyan); Stonier Graduate School of Banking .
• Current remit: Oversight of senior lending and mortgage lending in Cook County and Chicago suburbs .

Equity Ownership

• Shares outstanding at record date: 31,631,431 (Mar 21, 2025) .
• Voting Trust: Not listed among Voting Trust holders in footnotes; trust holdings disclosed separately .
• Hedging/margin: Company policy prohibits hedging and generally prohibits margin accounts; “to our knowledge,” no insider violations .
• Section 16: No delinquent filings disclosed for Busch; two late Form 4s were reported for Fred L. Drake in 2024 .

Governance Assessment

• Strengths:

  • Extensive lending and integration experience aligned with core banking operations; long tenure provides continuity and institutional knowledge .
  • Good attendance; Board processes include independent Audit Committee with a financial expert (Pfeiffer) -.

• Concerns/RED FLAGS:

  • Not independent; simultaneously a director and Bank executive (Vice Chairman) with substantial cash compensation from the Bank, presenting potential conflicts in oversight and pay decisions if Board matters intersect with his operating remit .
  • Controlled company status with a Voting Trust controlling 54.4% may reduce reliance on certain Nasdaq governance norms (e.g., independent majority requirements, independent committee structures are not required), raising minority shareholder influence concerns despite current committee independence .
  • No committee assignments for Busch limits formal involvement in audit, risk, compensation, or governance oversight at the Board level .

• Alignment signals:

  • Material personal share ownership (237,170 shares), including trust holdings; below 1% of outstanding, but meaningful for an individual director .
  • Corporate policies: clawback policy, ownership policy for executives/directors (non-employee directors 1x annual cash fees), insider trading and anti-hedging policies support governance hygiene; applicability to Busch as an employee director is not explicitly outlined in proxy -.

Overall implication: Busch’s operational credentials are strong, but his non-independent status and executive role at Heartland Bank, combined with controlled company dynamics, warrant vigilant monitoring for related-party exposure, board independence in critical decisions, and clarity on where he recuses from votes impacting his areas of responsibility. No specific related-party transactions or pledging were disclosed for Busch; insider policies and committee independence mitigate some risks, but investor confidence hinges on continued transparency and robust independent committee oversight .