David T. Turner
About David T. Turner
David T. Turner (age 68) is Chairman and Director of Hawthorn Bancshares, Inc., serving on the board since January 1997 and as Chairman since his retirement from an executive role in January 2024 . He previously served as Executive Chairman (April 2023–January 2024), CEO and Chairman (2011–April 2023), and President (2002–April 2023), bringing deep community banking experience and longstanding customer relationships . The board currently separates the Chairman and CEO roles; as Chairman, Turner helps set agendas, engages shareholders, and supports board structure and development .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawthorn Bancshares, Inc. | Chairman | Jan 2024–present | Chairman duties include agenda setting and shareholder engagement |
| Hawthorn Bancshares, Inc. | Executive Chairman | Apr 2023–Jan 2024 | Transitioned leadership; supported governance continuity |
| Hawthorn Bancshares, Inc. | Chairman & CEO | Jan 2011–Apr 2023 | Led Company; emphasized ethical practices and service culture |
| Hawthorn Bancshares, Inc. | President | Mar 2002–Apr 2023 | Senior leadership across operations |
| Hawthorn Bancshares, Inc. | Vice Chairman | Jun 1998–Mar 2002 | Board leadership roles |
| Hawthorn Bancshares, Inc. | Senior Vice President | 1993–Jun 1998 | Executive management experience |
| Predecessor to Hawthorn Bank | President | Jan 1997–Mar 2002 | Led predecessor bank prior to consolidation |
| Predecessor to Hawthorn Bank | Senior Vice President | Jun 1992–Dec 1996 | Banking leadership |
| Predecessor to Hawthorn Bank | Vice President | 1985–Jun 1992 | Banking leadership |
External Roles
Not disclosed in the proxy biography (no public company directorships listed for Turner) .
Board Governance
- Board structure: 12 directors; staggered three-year terms with Class III (including Turner) up for election in 2025; eight directors determined independent—list excludes Turner, indicating he is not an independent director .
- Chairman/CEO separation: Turner is Chairman; Giles is CEO. Separation is intended to facilitate board independence; Chairman responsibilities include agenda development and shareholder engagement .
- Committees: Audit, Compensation, and Nominating & Corporate Governance committees comprise only independent directors; Turner is not listed as a member on any committee .
- Executive sessions: Independent directors meet in executive sessions at least annually; no formal Lead Independent Director, but Philip D. Freeman leads executive sessions .
- Attendance: The board met nine times in 2024; each director attended at least 75% of board and committee meetings; directors encouraged to attend annual meeting (all attended or by phone in 2024 except Holtaway) .
Fixed Compensation
Director fees and retirement-related compensation for 2024:
| Component | Amount ($) | Detail/Notes |
|---|---|---|
| Hawthorn Bancshares Monthly Retainer | 22,000 | $2,000/month for 2024 |
| Hawthorn Bancshares Board Meeting Fees | 8,100 | $900 per board meeting attended |
| Hawthorn Bank Board Meeting Fees | 3,550 | $650 per bank board meeting attended |
| Total Director Cash Fees | 33,650 | Sum of retainers and meeting fees |
| All Other Compensation | 182,689 | Retirement-related: $102,941 regular and accrued pay; Company-owned car gifted ($58,674); plus 401(k) contributions (amount included in total) |
| Total 2024 Compensation | 216,339 | Fees + other compensation |
Performance Compensation
No performance-linked director equity awards or option grants for Turner disclosed in 2024; RSUs granted under the Equity Plan were issued to executives (Giles, Weishaar) only in 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed for Turner in the proxy biography .
- Interlocks: Not disclosed .
Expertise & Qualifications
- Decades of community banking leadership with Hawthorn Bank and predecessors; extensive customer relationship and ethics focus cited as board qualification .
- Governance experience as former CEO/Chairman and current Chairman supports board effectiveness in agenda setting and shareholder engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 111,779.84 |
| Ownership as % of shares outstanding | 1.6% (based on 6,988,625 shares outstanding) |
| Vested vs. unvested | Not applicable for director; no director RSUs disclosed |
| 401(k) plan holdings | 61,438.812 shares |
| Pledged shares | No pledging disclosed in proxy statements reviewed |
Governance Assessment
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Independence and committee roles: Turner is not classified as independent and is not on key board committees (which are fully independent), mitigating direct influence on audit/comp/nomination decisions but raising independence optics for the Chairman role given recent executive tenure .
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Attendance and engagement: Board met nine times in 2024 with ≥75% attendance per director; Chairman duties include robust agenda-setting and shareholder engagement, supporting effective board functioning .
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Alignment and ownership: Turner’s 1.6% stake indicates meaningful alignment; directors encouraged to attend annual meeting, and insider trading policy discourages hedging/monetization and requires pre-clearance, improving alignment controls .
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Compensation optics: Retirement-related “All Other Compensation” items in 2024 include cash payout for regular/accrued pay and a gifted Company car ($58,674) to recognize past service—this is atypical and could present perception risk on governance rigor; however, as a non-employee director in 2024, his ongoing compensation is primarily cash fees, with no director equity awards disclosed .
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Conflicts/related party: Company reports no related-person transactions since the start of fiscal 2023; committees are independent; executive sessions occur; these factors reduce perceived conflict risks .
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Controls and shareholder feedback: Clawback policy adopted in Oct 2023; say-on-pay approval >94% in 2024 indicates broad investor support for compensation frameworks, indirectly supporting governance confidence .
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RED FLAGS:
- Non-independence as Chairman shortly after executive retirement could be viewed as a governance risk depending on board dynamics and succession processes .
- Retirement perquisite optics (gifted car with $58,674 incremental cost) may raise questions on benefit policies for insiders; disclose and monitor policy governance .
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Positives:
- Independent committee structure (Audit, Compensation, Nominating) and executive sessions led by an independent director strengthen oversight .
- Material personal share ownership (1.6%) and restrictive insider trading/hedging policy enhance alignment and risk controls .