Gregg A. Bexten
About Gregg A. Bexten
Gregg A. Bexten, 57, is President of Hawthorn Bancshares, Inc. (HWBK) and Hawthorn Bank and has served as a director since May 2023, bringing 30+ years across commercial lending, internal audit, and bank regulation (Federal Reserve Bank of St. Louis) . Company pay-versus-performance data shows the value of a fixed $100 investment increased to $129.95 in 2024 from $112.58 in 2023, while net income was $18.3M in 2024 versus $0.96M in 2023 and $20.8M in 2022 . He is a management director (not independent) and serves on a staggered board (Class III term proposed to expire 2028); the board is led by a separate Chairman and CEO structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hawthorn Bancshares / Hawthorn Bank | President | May 2023–present | Leads lending, finance, and regulatory compliance execution across a community banking franchise |
| Hawthorn Bank (Central Region) | Regional President | 2014–May 2023 | Drove regional growth and credit quality objectives; deep market relationships in mid-Missouri |
| Hawthorn Bank (Central Region) | Commercial Lender; SVP/VP; Internal Auditor | 1998–2014 | Credit origination, portfolio oversight, and internal controls |
| Federal Reserve Bank of St. Louis | Commissioned Bank Examiner | Prior to 1998 | Regulatory supervision expertise; risk, capital, and compliance frameworks |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or committee roles disclosed for Bexten in the proxy |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $311,844 | $350,000 |
| All Other Compensation ($) | $42,912 | $37,022 |
| Notes on Perquisites | Country club dues included; car personal use; 401(k) and life insurance contributions (2024: car $4,467; club $9,159) | Country club dues included; car personal use; 401(k) and life insurance contributions (2024: car $4,467; club $9,159) |
Performance Compensation
| Component | Plan Tier / Target | Metrics | 2023 Actual | 2024 Actual | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Tier 2: Target 25% of salary; Max 37% | Budgetary, credit quality, operational objectives; subjective weighting | $65,626 | $87,500 | Cash; no vesting |
| Equity awards (RSUs/Options) | Equity Plan (RSUs, options authorized) | N/A for Bexten in 2024 | None outstanding for Bexten | None outstanding for Bexten | N/A |
- Program design: five-tier bonus structure; senior officers (including Bexten) fall in Tier 2 with 25% target and 37% max of base salary; objectives emphasize company budgets, credit quality, and operations with subjective weighting and committee discretion .
- Equity awards: Company Equity Plan authorizes RSUs, options, and other awards, but 2024 grants went to CEO Giles and EVP GC Weishaar; none reported for Bexten in 2024 .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 29,861.68 shares; less than 1% of outstanding |
| Shares in Profit-Sharing 401(k) | 28,684.38 shares |
| Shares outstanding reference | 6,988,625 shares outstanding at 1/31/2025 (context for % calc) |
| Options / RSUs | None outstanding for Bexten at 12/31/2024 |
| Hedging/Pledging policy | Hedging and monetization transactions strongly discouraged; pre-clearance required; speculative transactions prohibited; pledging policy not disclosed |
Profit-Sharing 401(k) balances indicate substantial Company stock held within the plan’s trust; Bexten’s plan contributions/Company contributions in 2024 were $30,500 and $21,074, respectively, with an aggregate year-end plan balance of $1,332,550 (inclusive of all investments) .
Employment Terms
| Provision | Term |
|---|---|
| Change-in-control agreement (double-trigger) | If terminated without cause or resigns for good reason within 2 years post-CIC: 24x highest monthly base salary, 2x prior-year incentive bonus, pro-rated current-year bonus/benefits, accrued vacation |
| 280G excise tax | Company reimburses any excise tax and provides gross-up; estimated gross-up uses 20% excise, 35% federal, 6% state, 1.45% Medicare |
| Aggregate CIC cap | Total CIC payments to insiders capped at 5% of aggregate cash consideration to shareholders, with proportional reductions if exceeded |
| Confidentiality | Required by agreement |
| Clawback policy | Nasdaq-compliant compensation recovery policy effective Oct 2, 2023 |
Potential Payments Upon Change-in-Control (as of 12/31/2024)
| Component | Amount ($) |
|---|---|
| Cash payment based on base salary | $700,000 |
| Cash payment based on prior-year bonus | $131,252 |
| Cash payment based on current-year bonus (pro-rata) | $87,500 |
| Accrued and unpaid vacation | $40,385 |
| 280G tax gross-up | $626,303 |
| Total | $1,585,440 |
Board Governance
- Board service history: Director since 2023; nominee for Class III with proposed term expiring 2028 .
- Committee roles: Audit, Compensation, and Nominating & Corporate Governance committees are comprised solely of independent directors; Bexten is not listed as a member, consistent with his management status .
- Independence: Board determines independence under Nasdaq; independent directors listed do not include Bexten (President), indicating he is a non-independent management director .
- Attendance: The board met nine times in 2024; each director attended at least 75% of board and committee meetings; independent directors hold executive sessions at least annually .
- Leadership structure: Separate Chairman and CEO; independent chairs lead each committee; executive sessions led by independent director Philip D. Freeman; no formal Lead Independent Director .
Director Compensation (context; employee-directors do not receive fees)
| Fee Type | Amount |
|---|---|
| Monthly retainer (HWBK) | $2,000 |
| Board meeting fee (HWBK) | $900 per meeting |
| Committee meeting fee (HWBK) | $650 per meeting |
| Hawthorn Bank board meeting fee | $650 per meeting (non-employee directors) |
- Only outside (non-employee) directors receive director compensation; employee directors (e.g., Bexten) do not receive board fees .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR proxy) ($) | $89.66 | $112.58 | $129.95 |
| Net Income ($000s) | $20,751 | $956 | $18,256 |
- Experience: >30 years spanning bank regulation (Federal Reserve), commercial lending, internal audit, and regional leadership; deep mid-Missouri market relationships .
- Company outcomes during his management/director tenure: TSR improved from $112.58 (2023) to $129.95 (2024); net income rebounded sharply in 2024 after a low 2023 base .
- Pension and excess benefit plans apply to long-tenured employees (like Bexten), providing defined benefit retirement formula and excess plan restoration for Code-limited benefits .
Compensation Structure Analysis
- Cash-heavy mix: No equity awards for Bexten in 2024; at-risk pay is primarily annual cash bonus tied to subjective operational/budgetary/credit quality objectives .
- Target vs actual: Tier 2 target is 25% of salary; Bexten’s 2024 bonus ($87,500) equals 25% of his $350,000 salary, consistent with target-level performance .
- Market alignment: 2025 compensation benchmarks informed by McLagan studies; Bexten’s salary aligned to median of peer group post-promotion .
- Governance red flag: 280G excise tax gross-up in CIC agreement increases payout costs and is shareholder-unfriendly relative to contemporary practice .
- Clawback: Nasdaq-compliant policy adopted Oct 2023 aligns with best practices on incentive compensation recovery .
Equity Ownership & Alignment (additional detail)
| Item | Detail |
|---|---|
| Ownership guidelines | Not disclosed for executives/directors in proxy; compliance status not provided |
| Hedging/derivatives | Strongly discouraged; pre-clearance required; speculative transactions prohibited |
| Pledging | Not specifically addressed; no pledging disclosures for Bexten in proxy |
| Related party transactions | None reportable since start of FY2023; insider banking transactions on market terms reviewed by Audit Committee |
Employment Terms (restrictive covenants and duration)
- Agreement mechanics: Double-trigger CIC benefits; confidentiality required; aggregate CIC payout cap at 5% of deal cash consideration across insiders, with pro-rata reductions if exceeded .
- Non-compete / non-solicit: Not disclosed for Bexten; severance for other executives (e.g., Weishaar) includes insurance continuation but non-compete terms are not detailed for Bexten .
Investment Implications
- Alignment: Bexten’s alignment is via meaningful Company stock held in the 401(k) and long tenure, but lack of current equity award exposure reduces incremental long-term equity alignment versus peers with RSUs/PSUs .
- Selling pressure: With no unvested equity, near-term selling pressure from scheduled vesting appears minimal; most holdings are in retirement accounts, which tend to be stable .
- Pay-for-performance: Bonus design is at-risk but uses subjective weightings, reducing transparency; 2024 payout at target suggests goals were met, consistent with recovering company performance .
- Risk flags: The 280G gross-up and generous CIC cash multiples increase transaction costs and may be viewed negatively by governance-focused investors .
- Retention/continuity: Double-trigger CIC with robust benefits reduces turnover risk in a transaction scenario; historical tenure and local market networks are execution strengths .
Board service note: Bexten’s dual role (President + Director) is mitigated by the separation of Chairman and CEO and independent-only committees; independence concerns are reduced by board structure and executive sessions, though he remains a non-independent director .