Roger A. Baker
About Roger A. Baker
Roger A. Baker (age 73) is an independent director of HBT Financial and Heartland Bank, serving since 2022. He was previously Chairman and President of NXT Bancorporation, Inc. and Chairman of NXT Bank (acquired by HBT on October 1, 2021), and earlier served on the boards of Lincoln Savings Bank and Liberty Bank. He holds a BS in Agricultural Economics from Iowa State University and was selected for his banking and agricultural expertise and familiarity with HBT’s Iowa markets. As of March 21, 2025, he beneficially owned 974,633 HBT shares (3.1% of outstanding) and is classified as an independent director under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NXT Bancorporation, Inc. | Chairman & President | Pre-10/01/2021 (company acquired by HBT 10/01/2021) | Led growth of NXT; brings integration and market knowledge . |
| NXT Bank | Chairman | Pre-10/01/2021 | Community banking leadership; Iowa market depth . |
| Lincoln Savings Bank (IA) | Director | Prior | Regional bank governance experience . |
| Liberty Bank (IA) | Director | Prior | Regional bank governance experience . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Sinclair Elevator, Inc. (farm products/services) | Owner | HBT press release notes Baker “owns a number of businesses, including Sinclair Elevator, Inc.” . |
Board Governance
- Independence and tenure: Independent director; director since 2022 .
- Controlled company context: HBT is a Nasdaq “controlled company” (54.4% voting power in a Voting Trust controlled by Executive Chairman Fred L. Drake), allowing exemptions from some Nasdaq governance requirements (not Audit Committee) .
- Attendance and engagement: Board held 9 meetings in 2024; no director attended <75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Risk oversight: Member of Audit and Enterprise Risk Management (ERM) Committees; Audit met 5x in 2024; ERM met 4x in 2024 .
| Committee | Membership | Chair? |
|---|---|---|
| Audit | Member | No (Chair: Gerald E. Pfeiffer) . |
| Enterprise Risk Management (ERM) | Member | No (Chair: Gerald E. Pfeiffer) . |
| Compensation | Not a member | Chair: Eric E. Burwell . |
| Nominating & Corporate Governance | Not a member | Chair: C. Alvin Bowman . |
Fixed Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 16,750 | 24,050 |
| Stock awards (RSUs) ($) | 12,496 | 11,436 (600 RSUs; granted 2/29/2024; vested 2/28/2025) |
| All other compensation ($) | 4,500 (Heartland Bank board fees) | 5,500 (Heartland Bank board fees) |
| Total ($) | 33,746 | 40,986 |
Director fee schedule (structure):
- Through Mar 31, 2024: Annual retainer $12,000; meeting fees: $300 (Company Board), $350 (committees), $500 (Heartland Bank Board); committee chair adders: Audit $5,000; Compensation $3,000; Nominating $2,000; plus a 2024 annual grant of 600 RSUs vesting 2/28/2025 .
- Apr 1, 2024 – Feb 28, 2025: Annual retainer $18,000; meeting fees: $750 (Company Board), $500 (committees), $750 (Heartland Bank Board); chair adders: Audit $7,500; Compensation $5,000; Nominating $3,000; Heartland Bank Trust Committee $5,000 .
- Beginning Mar 1, 2025: Annual retainer $19,000; meeting fees: $775 (Company Board), $525 (committees), $775 (Heartland Bank Board); chair adders: Audit $7,800; Compensation $5,200; Nominating $3,200; Heartland Bank Trust Committee $5,200 .
Performance Compensation (Director)
- Non-employee directors do not receive performance-based pay; equity is granted as time-based RSUs (with dividend equivalents) that vest over time. In 2024, non-employee directors received 600 RSUs on 2/29/2024 (grant date fair value $11,436); these vested on 2/28/2025 .
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSU (time-based) | 02/29/2024 | 600 | $11,436 | 02/28/2025 |
Other Directorships & Interlocks
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| Lincoln Savings Bank (IA) | Director (prior) | Bank (private) | Prior service noted in HBT proxy . |
| Liberty Bank (IA) | Director (prior) | Bank (private) | Prior service noted in HBT proxy . |
| NXT Bancorporation, Inc. / NXT Bank | Chairman & President / Chairman (prior) | Bank holding company/bank (private) | Acquired by HBT on 10/01/2021 . |
No current other public company directorships were disclosed for Mr. Baker in the HBT 2024–2025 proxy statements .
Expertise & Qualifications
- Community banking leadership and ag-economy experience (Iowa markets), supporting HBT’s franchise strategy .
- Audit committee experience; all audit committee members are independent and able to read and understand financial statements .
- Risk oversight via ERM Committee membership; ERM met regularly in 2024 .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Total beneficial ownership (shares) | 974,633 (3.1% of outstanding as of 03/21/2025) |
| Trust holdings disclosed | 423,666 shares (Mary Angela Baker 2021 Irrevocable Trust, Trustee: Ms. Baker); 363 shares (Roger A. Baker 2021 Irrevocable Trust, Trustee: Mr. Baker) |
| Director RSUs outstanding at 12/31/2024 | 600 |
Stock ownership policy: Non-employee directors are required to hold HBT stock equal to 1x annual cash fees; unvested RSUs count toward compliance; compliance period generally three years from 04/01/2024 effective date .
Hedging/pledging: Hedging is prohibited; margin accounts restricted; the company states no known violations by officers/directors . Footnotes in 2025 proxy flag a pledge by an executive officer (not Mr. Baker) .
Insider Trades (Form 4)
| Transaction Date | Filing Date | Code | Shares | Price | Post-Transaction Direct Holdings | Source |
|---|---|---|---|---|---|---|
| 08/27/2024 | 08/29/2024 | S (Sale) | — | — | — | HBT IR Form 4 page (Baker) |
| 10/29/2025 | 10/30/2025 | G (Gift to charity) | 4,000 | $0.00 | 547,204 | StockTitan Form 4 summary ; HBT IR Form 4 index |
Note: The 08/29/2024 Form 4 confirms a transaction, but the IR index page should be consulted for exact quantities/prices; the 10/29/2025 gift details include post-transaction direct holdings per the StockTitan summary (charitable gift) .
Related-Party and Conflicts Review
- Controlled company status via Voting Trust (54.4% voting power) concentrates control with Executive Chairman as trustee; Audit Committee remains fully independent per requirements .
- The “Certain Relationships and Related Party Transactions” sections in 2024–2025 proxies do not disclose any Item 404 related-party transactions involving Mr. Baker; Audit Committee oversees related-party approvals under a formal policy .
- Section 16 compliance: 2025 proxy reports two late Form 4s by Executive Chairman Fred L. Drake in 2024; no late filings indicated for Mr. Baker .
Governance Assessment
- Positives: Independent director with deep community banking and agricultural experience; meaningful ownership (3.1%) supports alignment; active roles on Audit and ERM Committees; Board and committee attendance across directors met ≥75% in 2024; director ownership guideline in place since 04/01/2024 .
- Watch items: HBT’s “controlled company” status allows exemptions from some Nasdaq governance standards and concentrates voting control in a family Voting Trust (54.4%); investors should weigh minority rights and board independence dynamics in this context .
- No red flags identified specific to Mr. Baker regarding related-party dealings, hedging/pledging, or attendance in the cited disclosures .