Gus S. Wetzel, III
About Gus S. Wetzel, III
Independent director at Hawthorn Bancshares (HWBK); age 46; Company director since November 2018 and Hawthorn Bank director since April 2017. Background in real estate development and brokerage: owner of Meadows Contracting, LLC and Meadows Development Company, and a licensed real estate agent with RE/MAX Truman Lake since 2008. Serves on key board committees and is Chair of the Compensation Committee; designated independent under Nasdaq rules. Known for local market ties in Clinton, Missouri, providing real estate and customer relationship expertise to board deliberations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meadows Contracting, LLC | Owner | “Over 20 years” active development | Local market and real estate development insight for lending/credit and market strategy |
| Meadows Development Company | Owner | “Over 20 years” active development | Same as above |
| RE/MAX Truman Lake | Licensed Real Estate Agent | Since 2008 | Direct line of sight into regional real estate dynamics |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy provides no disclosure of other public company directorships for Wetzel . |
Board Governance
- Board class/tenure: Class II director; current term expires at the 2027 annual meeting .
- Independence: The board determined Wetzel is independent per Nasdaq standards; all committees comprised solely of independent directors .
- Committee assignments and chair roles (2024 activity in parentheses):
- Compensation Committee – Chair (met 6x in 2024) .
- Audit Committee – Member (met 8x in 2024) .
- Nominating & Corporate Governance Committee – Member (met 3x in 2024) .
- Attendance: Board held 9 meetings in 2024; each director attended at least 75% of board/committee meetings on which they served. All directors attended the June 2024 annual meeting in person or by phone except Holtaway (implying Wetzel attended) .
- Board leadership: Separate Chair and CEO; independent directors meet in executive session (led by independent director Philip D. Freeman) .
Fixed Compensation
Director pay is cash-only; no equity is disclosed for directors.
| Component | Policy/Rate | 2024 Amount (HWBK) | 2024 Amount (Hawthorn Bank) | Total 2024 Cash |
|---|---|---|---|---|
| Monthly retainer | $2,000/month | $24,000 | — | $24,000 |
| Board meeting fees | $900 per company board meeting | $17,850 | — | $17,850 |
| Committee meeting fees | $650 per committee meeting | Included above | — | Included above |
| Bank board meeting fees | $650 per bank board meeting | — | $1,950 | $1,950 |
| Total | — | — | — | $43,800 |
Notes:
- Standard non-employee director rates: $2,000 monthly retainer, $900 per company board meeting, $650 per committee meeting; separate $650 per Hawthorn Bank board meeting .
Performance Compensation
| Element | 2024 Detail | Terms |
|---|---|---|
| Equity grants (RSUs/Options/DSUs) | None disclosed for directors | No director equity awards are reported in the director compensation table . |
| Performance/meeting fees variability | Meeting-based cash fees only | No disclosed performance metrics tied to director pay . |
Other Directorships & Interlocks
| Company | Exchange | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | The proxy does not list any other public company boards for Wetzel . |
Expertise & Qualifications
- Real estate development and brokerage expertise; over two decades actively developing commercial and residential properties; licensed agent since 2008 .
- Committee leadership: Chair of Compensation Committee; member of Audit and Nominating & Corporate Governance committees; brings governance and compensation oversight involvement .
- Independence and local market knowledge: Identified as independent; strong ties in the Clinton, MO business community .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 115,198.82 shares | 1.6% of shares outstanding as of Jan 31, 2025 . |
| Ownership breakdown | 4,420.14 shares in revocable trust; 110,778.68 shares via Wetzel Investments, LP | He is a minority owner of the LP; has shared dispositive power with siblings and sole voting power over those shares; disclaims beneficial ownership except his pecuniary interest . |
| Shares pledged | Not disclosed | No pledging disclosure for Wetzel in the proxy; company policy strongly discourages hedging and requires pre-clearance for hedging/monetization transactions . |
Governance Assessment
- Positives for investor confidence:
- Independent director with meaningful skin-in-the-game: ~1.6% beneficial ownership, including a large LP block over which he has sole voting power, aligning incentives with shareholders .
- Governance roles: Chairs the Compensation Committee and sits on Audit and Nominating; each committee fully independent; regular 2024 cadence (Audit 8x, Comp 6x, N&CG 3x) indicates active oversight .
- Board structure: Separate Chair/CEO; independent executive sessions; robust insider trading and hedging policy; adopted clawback policy effective Oct 2, 2023 .
- Shareholder support: 2024 Say-on-Pay received >94% approval, suggesting alignment of pay practices overseen (in part) by the Compensation Committee chaired by Wetzel .
- Watch items / potential red flags:
- Director pay lacks equity; alignment depends on personal holdings rather than annual equity grants (mitigated by Wetzel’s sizable stake) .
- Executive CIC gross-up exists for another executive (Bexten), which many investors view as shareholder-unfriendly; as Compensation Committee Chair, Wetzel may face scrutiny to modernize CIC terms over time .
- Related-party exposure potential: Wetzel’s real estate activities could intersect with bank lending markets; however, the company reported no related-person transactions since the beginning of fiscal 2023 and states insider loans (if any) are ordinary-course, market terms, and subject to audit committee review .
No reportable related-party transactions involving Wetzel were disclosed; the company uses annual D&O questionnaires and audit committee review to manage conflicts .
Appendix: Committee Summary (Wetzel)
| Committee | Role | 2024 Meetings | Independence Notes |
|---|---|---|---|
| Compensation | Chair | 6 | Committee fully independent; may engage outside advisors; used McLagan in 2024, independence assessed and no conflicts found . |
| Audit | Member | 8 | Fully independent; includes an “audit committee financial expert” (Burkhead); Wetzel listed as member . |
| Nominating & Corporate Governance | Member | 3 | Fully independent; oversees director nominations and committee appointments . |