Frank E. Burkhead
About Frank E. Burkhead
Frank E. Burkhead, CPA, AIF, is an independent director of Hawthorn Bancshares (HWBK), serving since July 2014. He is age 53, brings over 30 years in financial/tax planning, and is designated by the board as an “audit committee financial expert.” He co-owns Burkhead & Associates LLC and owns Burkhead Wealth Management (both founded in 1999). He previously worked at Hawthorn Bank in teller, customer service, and loan adjustment roles early in his career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawthorn Bancshares, Inc. | Director (Class II) | Since July 2014; current term expires 2027 | Audit Committee Chair; member, Compensation; member, Nominating & Corporate Governance; designated audit committee financial expert |
| Hawthorn Bank (subsidiary) | Early career roles | Dates not specified | Teller, customer service, loan adjuster (Jefferson City market) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Burkhead & Associates LLC | Co-Owner | Since 1999 | Financial/tax planning; CPA; licensed in multiple states |
| Burkhead Wealth Management | Owner | Since 1999 | Wealth and financial planning; licensed in multiple states |
Board Governance
- Independence: The board determined Burkhead is independent under Nasdaq rules; all members of audit, compensation, and nominating committees are independent .
- Committee leadership: Audit Committee Chair; designated by the board as an “audit committee financial expert” .
- Committee activity (2024): Audit met 8x; Compensation 6x; Nominating & Corporate Governance 3x .
- Board activity and attendance: Board met 9x in 2024; each director attended ≥75% of board and committee meetings; all directors attended or phoned into the June 2024 annual meeting except Mr. Holtaway (implies Burkhead participated) .
- Board leadership and executive sessions: Company separates Chair and CEO; independent directors meet regularly in executive session; Philip D. Freeman (independent) leads executive sessions (no formal Lead Independent Director) .
- Risk oversight: Audit Committee (working with CRO) oversees enterprise risk; Compensation Committee monitors compensation-related risk; 2024 review found programs not reasonably likely to have a material adverse effect .
- Trading/hedging policy: Strongly discourages hedging/monetization transactions; pre-clearance required for any such activity .
Fixed Compensation (Director)
- Structure: Non-employee directors receive a $2,000 monthly retainer, $900 per board meeting, and $650 per committee meeting; directors also serve on the bank board and receive $650 per bank board meeting .
- 2024 Fees Earned (Burkhead)
| Component | Amount ($) |
|---|---|
| Monthly retainer (Hawthorn Bancshares) | 24,000 |
| Board & committee meeting fees (Hawthorn Bancshares) | 17,850 |
| Hawthorn Bank board meeting fees | 1,950 |
| Total 2024 cash fees | 43,800 |
- Notes: No director equity grants were disclosed for 2024; director compensation for non-employee directors was entirely in cash .
Performance Compensation (Director)
- No performance-based or equity compensation disclosed for non-employee directors in 2024 (no RSUs/PSUs/options for directors) .
Other Directorships & Interlocks
- No other public company directorships or public board committee roles are disclosed in Burkhead’s biography; primary outside roles are private firms he owns (see External Roles) .
Expertise & Qualifications
- CPA and Accredited Investment Fiduciary (AIF); deep financial/accounting and wealth planning expertise; recognized as an audit committee financial expert by the board; brings reputation as a central Missouri business leader .
- Experience directly relevant to bank governance: accounting, financial reporting oversight, investor relations, and executive compensation committee experience .
Equity Ownership
- Beneficial ownership: 18,097.39 shares (<1% of outstanding) as of Jan 31, 2025. Breakdown: 6,576.31 shares held solely; 11,521.08 shares held jointly with spouse .
- Shares outstanding basis: 6,988,625 shares as of Jan 31, 2025 .
- Pledging/hedging: No pledging disclosure specific to Burkhead; company policy strongly discourages hedging and requires pre-clearance .
| Ownership Item | Detail |
|---|---|
| Total beneficial shares | 18,097.39 (<1% of outstanding) |
| Direct (sole power) | 6,576.31 |
| Joint with spouse | 11,521.08 |
| Shares outstanding (context) | 6,988,625 |
Governance Assessment
- Strengths: Independent status; chairs Audit Committee and is designated “financial expert,” supporting robust financial reporting oversight; 2024 committee cadence and board attendance indicate active engagement; independent committees and regular executive sessions bolster board effectiveness .
- Alignment and incentives: Director pay is all cash (no disclosed equity grants to directors in 2024), which may reduce direct stock-based alignment versus peers that grant equity to directors; however, Burkhead maintains personal share ownership which provides some alignment .
- Conflicts/related-party checks: Annual D&O questionnaires and Audit Committee review; the company reports no related-person transactions requiring disclosure since the start of fiscal 2023; director/officer loans, if any, are on market terms and in the ordinary course .
- Shareholder signals: 2024 Say-on-Pay support exceeded 94%, indicating broad shareholder support for the compensation program and governance practices in the prior year .
- Policies and controls: Formal code of ethics, compensation clawback policy adopted Oct 2, 2023 per Nasdaq listing standards, and rigorous audit oversight framework further support investor confidence .
RED FLAGS: None disclosed specific to Burkhead. Notable governance consideration: absence of disclosed equity-based director compensation may be a relative alignment gap versus peers that grant director RSUs/DSUs; continued monitoring of ownership levels and any future equity plan usage for directors is warranted .