Jonathan D. Holtaway
About Jonathan D. Holtaway
Independent director of Hawthorn Bancshares, Inc. (HWBK) since March 2019; age 54; Class I director with term expiring in 2026. President of Ategra Capital Management, LLC (registered investment advisor founded in 2005), managing member of Ategra GP, LLC (general partner of Ategra Community Financial Institution Fund, LP), and co-portfolio manager of that fund, with 30+ years as an analyst/advisor/investor in community banks; prior Managing Director and Partner at Danielson Associates (1992–2001) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danielson Associates (investment banking) | Managing Director & Partner | Jul 1992–Sep 2001 | Advised community financial institutions; brings fundamentals-focused banking analysis to HWBK board |
External Roles
| Organization | Role | Tenure | Governance/Interlock Impact |
|---|---|---|---|
| Ategra Capital Management, LLC | President; Owner/Managing Member | Founded 2005–present | Registered investment advisor; aligns financial expertise with HWBK’s community bank focus |
| Ategra GP, LLC | Managing Member; Owner | — | General partner of Ategra Community Financial Institution Fund, LP; governance interlock via fund stake in HWBK |
| Ategra Community Financial Institution Fund, LP | Co-Portfolio Manager; Shared voting/dispositive power | — | Holds 342,390 HWBK shares with shared voting and investment power as of Feb 28, 2025 (part of 5.3% combined stake with affiliates) |
Board Governance
- Independence: Board determined Holtaway satisfies Nasdaq independence; he serves as an independent director .
- Committee memberships: Audit Committee member (Audit Committee chaired by Frank E. Burkhead). Not listed on Compensation Committee or Nominating & Corporate Governance Committee .
- Attendance and engagement: Board met nine times in 2024; each director attended at least 75% of board and committee meetings. Directors encouraged to attend annual meeting; all did in June 2024 except Holtaway, who was absent (present or by phone for others) .
- Executive sessions: Independent non-management directors regularly hold executive sessions at least once per year .
- Class and tenure: Class I (term to 2026); director since 2019; age 54 .
| Committee/Body | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 9 | Each director ≥75% attendance |
| Audit Committee | 8 | Holtaway member; all members independent; chair is Burkhead; SEC “financial expert” designation for Burkhead |
| Compensation Committee | 6 | Holtaway not a member; all members independent |
| Nominating & Corporate Governance Committee | 3 | Holtaway not a member; all members independent |
Fixed Compensation
- Fee schedule for non-employee directors: Monthly retainer $2,000; $900 per HWBK board meeting; $650 per committee meeting; $650 per Hawthorn Bank board meeting .
| Component | Amount (USD) | Source |
|---|---|---|
| Monthly retainer | $2,000 | HWBK proxy |
| Per HWBK board meeting | $900 | HWBK proxy |
| Per committee meeting | $650 | HWBK proxy |
| Per Hawthorn Bank board meeting | $650 | HWBK proxy |
| Year | Hawthorn Bancshares Retainer ($) | Hawthorn Bancshares Meeting Fees ($) | Hawthorn Bank Meeting Fees ($) | Total Fees Earned or Paid in Cash ($) |
|---|---|---|---|---|
| 2024 | 24,000 | 9,800 | 1,950 | 35,750 |
| 2023 | 24,000 | 12,250 | 650 | 36,900 |
Performance Compensation
- No equity awards disclosed for non-employee directors in 2024; under the Equity Incentive Plan (approved June 2023), RSUs to date have been granted to executives (e.g., Giles, Weishaar), and there are no outstanding options .
Equity Ownership
Significant “skin-in-the-game” via personal holdings and Ategra fund’s stake.
| Metric | As of Jan 31, 2024 | As of Jan 31, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 417,513 | 370,890 |
| Ownership (% of shares outstanding) | 5.9% (based on 7,039,323 shares) | 5.3% (based on 6,988,625 shares) |
| Direct holdings (sole voting/dispositive power) | 10,000 | 28,500 (as of Feb 28, 2025) |
| Fund holdings (shared voting/dispositive power via Ategra Fund) | 407,513 | 342,390 (as of Feb 28, 2025) |
Notes:
- Footnote detail confirms shared voting/dispositive power over fund-held shares and Holtaway’s roles at the advisor and GP entities .
- Ownership declined YoY largely through fund position changes; direct holdings increased YoY .
Expertise & Qualifications
- Community banking specialist: 30+ years analyzing, advising, and investing in community banks (analyst/advisor/investor profile) .
- Investment management and capital markets experience through Ategra Capital Management and Ategra GP .
- Audit oversight exposure as Audit Committee member; Board determined all Audit members meet Nasdaq and Rule 10A-3 independence standards .
Other Directorships & Interlocks
- The proxy does not list other public company directorships for Holtaway; primary external roles are with Ategra entities and portfolio management of a fund invested in bank and thrift securities .
- Interlock: Ategra Fund’s 5%+ stake in HWBK (shared voting/dispositive power) creates a director–shareholder nexus that may influence governance dynamics .
Related-Party and Conflicts Review
- Related-party transactions policy: All transactions with officers/directors/5% shareholders must be on non-preferential terms and reviewed/approved by the Audit Committee .
- Disclosure: No transactions with related persons since the beginning of fiscal 2023 reportable under SEC rules .
- Banking relationships: Loans/commitments to insiders and their companies made in ordinary course, on market terms, without abnormal risk .
Governance Assessment
-
Strengths
- Independent director with deep community banking and investment expertise; member of Audit Committee, which met eight times in 2024 and is fully independent with an SEC-defined “financial expert” chair .
- Material equity alignment via personal and fund holdings (5.3% combined stake as of Jan 31, 2025), aligning interests with shareholder value creation .
- MW of meetings attended (≥75% threshold) and participation in a board that holds regular executive sessions of independent directors .
-
Risk indicators and monitoring points
- RED FLAG: Dual role as independent director and principal/co-portfolio manager of a 5%+ shareholder (Ategra Fund). While independence is affirmed, the interlock warrants ongoing monitoring of potential conflicts, particularly in strategic actions affecting shareholder value and fund liquidity .
- Engagement note: Holtaway did not attend the June 2024 annual meeting (others attended in person or by phone), a mild negative signal on shareholder-facing engagement (though attendance policies are not strict) .
- No reportable related-party transactions since FY2023 mitigates conflict concerns; Audit Committee oversight and policy framework in place .
-
Compensation alignment
- Cash-only director compensation (retainer + meeting fees) with no director equity grants in 2024; however, alignment is supported by personal/fund share ownership rather than company-delivered equity to directors .
- YoY fees modestly decreased (2023: $36,900 vs 2024: $35,750), primarily due to meeting fee differences; retainer unchanged .
Overall, Holtaway brings valuable sector expertise and significant ownership alignment. The principal governance consideration is his fund’s substantial stake, which should be transparently managed under HWBK’s related-party policies and Audit Committee oversight to preserve investor confidence .