Peter R. Chapman
About Peter R. Chapman
Peter R. Chapman is Executive Vice President and Chief Financial Officer of HBT Financial, Inc. and Heartland Bank and Trust Company, serving in this role since January 2023 after joining HBT in 2022; he is 51, a Chartered Accountant, and holds a Bachelor of Accounting from Royal Melbourne Institute of Technology . His responsibilities span accounting, financial and tax reporting, bond investments, ALCO, municipal deposits and loans, investor relations, wealth management, and information technology . Company performance during his HBT tenure shows rising net income and stronger TSR: net income of $56.5M (2022), $65.8M (2023), $71.8M (2024); cumulative TSR from a $100 base rose to 108.06 (2022), 120.66 (2023), 130.02 (2024), and adjusted diluted EPS moved from $1.93 (2022) to $2.46 (2023), $2.37 (2024) .
Company performance (context for pay-for-performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | $56,456,000 | $65,842,000 | $71,780,000 |
| Adjusted EPS – Diluted ($) | $1.93 | $2.46 | $2.37 |
| Total Shareholder Return (Base $100) | 108.06 | 120.66 | 130.02 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great Western Bancorp, Inc. | EVP & CFO | Not disclosed | Public bank CFO experience; relevant to capital, ALCO, investor relations |
| National Australia Bank | Senior operational and financial roles | Not disclosed | Large-bank operating and finance leadership |
| Ernst & Young (Australia and New York) | Senior Manager, Financial Services | Not disclosed | Audit/consulting rigor; controls and reporting expertise |
External Roles
None disclosed for public company directorships or committee roles beyond HBT responsibilities .
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $320,000 | $336,000 | $349,440 |
| Target Bonus (% of Salary) | 40% | 40% | 40% |
| Actual Cash Bonus ($) | $169,178 (132.17% of target) | $199,692 (59.4% of salary; 148.58% of target company payout) | Not disclosed |
All Other Compensation (illustrative recent year): $12,190 in 2024 (401(k) match and group-term life premiums) .
Performance Compensation
2024 annual bonus scorecard
| Metric | Threshold | Target | Max | Actual | Weight | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted PPNR less net charge-offs (recoveries) ($000s) | 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 basis) (%) | 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% |
Long-term incentives (granted Feb 29, 2024)
| Award Type | Grant Date | Shares | Vesting | Performance Metric | Grant-date Fair Value |
|---|---|---|---|---|---|
| RSUs | 2/29/2024 | 3,358 | 33% on 2/28/2025; 33% on 2/28/2026; 34% on 2/28/2027 | Time-based | Part of $128,006 total |
| PRSUs | 2/29/2024 | 3,358 | Cliff vest 2/28/2027 | AAROAA (absolute and peer-relative) 2024–2026; 0.50% threshold; 150% payout at ≥1.50% or ≥75th percentile | Part of $128,006 total |
Dividend equivalents accrue and are paid in cash upon vesting (RSUs and PRSUs) .
Equity Ownership & Alignment
- Beneficial ownership: 13,303 shares as of March 21, 2025; less than 1% of outstanding shares (31,631,431) . Prior year: 6,825 shares as of April 1, 2024; less than 1% .
- Stock ownership guidelines: executives (other than Executive Chairman and CEO) must hold 1x base salary; unvested RSUs count, unearned PRSUs do not; 3-year compliance window from April 1, 2024 .
- Hedging/pledging: Hedging prohibited; margin accounts restricted; no Chapman pledges disclosed (pledged shares disclosed for another executive in footnotes) .
Outstanding equity at 2024 year-end (Chapman)
| Type | Shares Unvested | Market Value ($) | Key Vesting Dates |
|---|---|---|---|
| RSUs | 17,216 | $377,030 (at $21.90) | 2/28/2025: 7,934; 2/28/2026: 8,140; 2/28/2027: 1,142 |
| PRSUs (reported at max for schedule table) | 9,263 | $202,860 (at $21.90) | 2/28/2026: 4,226; 2/28/2027: 5,037 |
Stock vested in 2024 (Chapman)
| Shares Vested | Value Realized ($) |
|---|---|
| 6,825 | $130,085 |
Employment Terms
- Current agreement (amendment March 15, 2024): initial term through 12/31/2026; auto-renews annually; base salary set March 4, 2024 at $336,000; target annual cash bonus 40% of salary; target annual LTI 40% of salary .
- Severance outside change-in-control: 6 months of base salary continuation upon termination without cause or for good reason, subject to release .
- Change-in-control economics (double trigger): lump sum 2× (base salary + target bonus) plus lump sum COBRA cost for 18 months; equity awards accelerate per award terms if terminated on/within 24 months post-CIC under specified triggers .
- Restrictive covenants: non-compete and non-solicit duration of 6 months (without cause/for good reason, non‑CIC); 12 months (for cause or voluntary resignation without good reason); 24 months (without cause/for good reason within 12 months post-CIC); confidentiality is perpetual .
Potential payments if terminated at 12/31/2024 (illustrative disclosure)
| Scenario | Cash Severance ($) | COBRA ($) | Equity ($) | Total ($) |
|---|---|---|---|---|
| CIC + qualifying termination | $940,800 | $30,216 | $579,890 | $1,550,906 |
| Without cause/for good reason (non-CIC) | $168,000 | — | — | $168,000 |
| Death/Disability (non-CIC) | — | — | $475,493 | $475,493 |
Compensation Structure Analysis
- Year-over-year mix: Salary rose 5.0% (2023→2024) to $336,000; stock awards doubled ($64,002→$128,006); cash bonus increased ($169,178→$199,692), reflecting strong corporate scorecard outcomes; overall 2024 total compensation $672,811 vs. $595,741 in 2023 .
- Performance orientation: 100% of annual bonus tied to company metrics; PRSUs tied to three-year AAROAA, with 150% payout at stretch outcomes and peer-relative overlay .
- Governance controls: clawback policy aligned with SEC Rule 10D-1; hedging prohibited; ownership requirements instituted in 2024 .
Compensation & Incentives Details
Short-term incentives (targets and payouts, 2024)
| Target as % of Salary | Actual as % of Salary | Target ($) | Actual ($) |
|---|---|---|---|
| 40.0% | 59.4% | $134,400 | $199,692 |
Long-term incentives (2024 grant)
| RSUs (shares) | PRSUs (shares) | Total Shares | Total Fair Value ($) |
|---|---|---|---|
| 3,358 | 3,358 | 6,716 | $128,006 |
Equity Ownership & Pledging
| Date | Beneficial Shares | % Outstanding | Pledged |
|---|---|---|---|
| 4/1/2024 | 6,825 | <1% | None disclosed |
| 3/21/2025 | 13,303 | <1% | None disclosed (pledged shares noted for another executive) |
Stock ownership guideline: 1× base salary for executive officers (other than Executive Chairman/CEO); unvested RSUs count; PRSUs do not; compliance required within three years (or five years after increased requirement) .
Employment Contracts & Change-of-Control
- Agreement term/renewal: through 12/31/2026; auto-renewal annually .
- CIC terms: 2× salary+target bonus cash; 18 months COBRA lump sum; RSU/PRSU acceleration for specified terminations within 24 months post-CIC per award agreements (double-trigger) .
- Non-compete/non-solicit durations vary by termination context (6/12/24 months) .
- Severance requires release .
Performance & Track Record
- 2024 corporate scorecard beat: 148.58% payout driven by meeting/maxing AAROAA and NPA targets and high peer percentile ranking .
- Company TSR and net income increased over 2022–2024, with adjusted EPS reflecting strong performance in 2023 and resilient 2024 amid efficiency improvements .
Compensation Peer Group (for benchmarking, 2024 program)
Bank First Corp.; Byline Bancorp; Civista Bancshares; Farmers National Banc; First Financial Corp.; First Mid Bancshares; German American Bancorp; Great Southern Bancorp; Horizon Bancorp; Independent Bank Corp.; Lakeland Financial; Mercantile Bank; MidWestOne Financial; Midland States Bancorp; Nicolet Bankshares; Old Second Bancorp; Peoples Bancorp; Premier Financial; QCR Holdings; Southern Missouri Bancorp; Stock Yards Bancorp .
Governance, Policies, and Controls
- Compensation Committee: Burwell (Chair), Koch, Pfeiffer; independent; retained McLagan in 2023 for benchmarking support .
- Clawback: adopted per Rule 10D-1 and Nasdaq standards; applies to cash and equity incentive compensation tied to performance .
- Insider trading: pre-clearance for Section 16 officers; 10b5‑1 plan permitted in open windows; hedging prohibited; margin account restrictions .
- Equity plan: Omnibus Equity Incentive Plan (2019); RSUs/PRSUs standard; options not currently granted; dividend equivalents on RSUs/PRSUs .
Risk Indicators & Red Flags
- Pledging/hedging: hedging prohibited; no Chapman pledging disclosed; one executive officer has pledged shares (not Chapman) .
- Say‑on‑pay: first advisory vote introduced in 2025; Board recommends annual frequency (1 year) .
- Controlled company: Voting Trust controls >50% voting power, potentially impacting governance dynamics .
Investment Implications
- Pay-for-performance alignment: Chapman’s annual bonus tied 100% to multi-metric corporate performance and his PRSUs require three-year AAROAA outcomes with peer overlay; 2024 bonus payout of 148.58% underscores robust execution and outperformance against targets .
- Retention risk: Three-year vesting, dividend equivalents, double-trigger CIC acceleration, and severance (2× salary+bonus under CIC; 6 months salary otherwise) reduce flight risk; restrictive covenants add protection .
- Ownership alignment: Beneficial holdings remain <1% but policy-mandated ownership multiples and counting of unvested RSUs support alignment; absence of pledging/hedging mitigates misalignment risk .
- Trading signals: No hedging and minimal pledging disclosures reduce concern for forced selling; high 2024 peer-relative performance and TSR trajectory indicate positive sentiment tailwinds for incentive outcomes, but equity stake is modest relative to outstanding shares .