Jonathan L. States
About Jonathan L. States
Independent director since 2022 (Class II; term expires 2027), age 54. Member/owner of Little Dixie Construction with over 30 years in commercial construction and active involvement in commercial real estate across Missouri—bringing local market relationships and industry expertise to the board. Determined independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Little Dixie Construction (Columbia, MO) | Member/Owner | 30+ years | Commercial construction and real estate market knowledge; customer relationships across Missouri viewed as valuable to HWBK. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No other public company directorships disclosed. |
Board Governance
- Board class and tenure: Class II; term to expire in 2027; director since 2022; independent.
- Committees: Member of Compensation Committee (chair: Gus S. Wetzel, III). Not on Audit or Nominating & Corporate Governance Committees.
- 2024 board/committee activity and attendance: Board held 9 meetings in 2024; each director attended at least 75% of board and committee meetings on which they served. Independent directors hold executive sessions at least annually; no formal “Lead Independent Director,” but Philip D. Freeman leads executive sessions.
| Committee | Role | Independent Status | 2024 Meetings Held | Chair? |
|---|---|---|---|---|
| Compensation | Member | Independent | 6 | No (Chair: Wetzel). |
| Audit | Not a member | — | 8 | —. |
| Nominating & Corporate Governance | Not a member | — | 3 | —. |
| Board-wide | Director | Independent | 9 | —; attended ≥75%. |
Fixed Compensation
Rate schedule for non-employee directors and 2024 amounts earned:
| Component | HWBK Rate | Hawthorn Bank Rate | 2024 Amount (States) |
|---|---|---|---|
| Monthly retainer | $2,000 per month | — | $24,000. |
| Board meeting fee | $900 per HWBK board meeting | — | Included in $10,050 (total HWBK meeting fees). |
| Committee meeting fee | $650 per HWBK committee meeting | — | Included in $10,050 (total HWBK meeting fees). |
| Bank board meeting fee | — | $650 per meeting | $1,950. |
| Total cash fees (2024) | — | — | $36,000. |
Performance Compensation
| Item | Detail |
|---|---|
| Equity compensation to directors | None disclosed for 2024; to date, only RSUs granted to executives (Giles, Weishaar) under Equity Plan. |
Other Directorships & Interlocks
| Company | Role | Interlock/Overlap | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or disclosed interlocks beyond HWBK. |
Expertise & Qualifications
- 30+ years in commercial construction; active in commercial real estate—provides local market insight and customer relationships valuable to community banking operations.
Equity Ownership
| Shares Beneficially Owned | Ownership % of Outstanding | Holding Details |
|---|---|---|
| 3,255 | Less than 1%* | Held jointly with spouse; outstanding shares were 6,988,625 as of Jan 31, 2025. |
- Securities trading/hedging policy: Directors are prohibited from speculative transactions; hedging/monetization transactions are strongly discouraged and require pre-clearance.
Governance Assessment
- Strengths: Independent director; active member of Compensation Committee; board and committees showed regular cadence (board: 9 meetings; compensation: 6) with States meeting the ≥75% attendance threshold; executive sessions led by an independent director; robust insider trading/hedging policy.
- Alignment: Holds 3,255 shares (<1%); director pay is cash-only (retainer + meeting fees) with no equity grants to directors, which limits direct equity alignment but avoids equity overhang.
- Potential conflicts: States’ construction/real estate business could intersect with bank customer activities; however, HWBK reports no related-party transactions since the beginning of fiscal 2023 and requires any insider banking transactions be at market terms and audit committee–approved.
- Watch items / red flags:
- Compensation Committee oversight context: Company maintains a 280G excise tax gross-up for President Gregg A. Bexten in change-in-control scenarios—generally viewed as shareholder-unfriendly; monitor committee stance going forward (States is a member).
- No formally designated Lead Independent Director, though executive sessions occur and are led by Philip D. Freeman.
- Shareholder sentiment: Say-on-pay approval exceeded 94% in 2024, indicating broad support for compensation practices; continue monitoring if any future program changes impact this support.