Kevin L. Riley
About Kevin L. Riley
Kevin L. Riley (age 69) has served as an independent director of Hawthorn Bancshares, Inc. (HWBK) and Hawthorn Bank since 1995, bringing decades of operating experience as co-owner of Riley Chevrolet, Buick, GMC, Cadillac and Riley Toyota in Jefferson City, Missouri (recently retired). He serves on the Audit, Compensation, and Nominating & Corporate Governance committees; the board affirmatively determined he meets Nasdaq independence standards. His core credentials center on customer relationship management and financing exposure from the auto retail sector, relevant to community banking customer behavior and credit dynamics .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riley Chevrolet, Buick, GMC, Cadillac (Jefferson City, MO) | Co-owner | Since 1986; recently retired | Managed successful dealerships; exposure to customer financing; strong local market relationships |
| Riley Toyota, Inc. (Jefferson City, MO) | Co-owner | Since 1992; recently retired | Same as above; deep customer engagement in local market |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jefferson City-area business/charitable boards | Various (not specified) | Ongoing | Plans to remain active in business, charitable, and board functions; specific public company boards not disclosed in proxy |
Board Governance
- Board class and tenure: Class III director; nominated for a term expiring at the 2028 annual meeting; director since 1995 .
- Independence: Board determined Riley satisfies Nasdaq independence standards; all three board committees are fully independent .
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance .
- Committee chairs: Audit—Frank E. Burkhead; Compensation—Gus S. Wetzel, III; Nominating & Corporate Governance—Philip D. Freeman .
- Meeting cadence and attendance: Board met 9x in 2024; Audit met 8x; Compensation 6x; Nominating 3x. Each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting (in person or by phone) except Holtaway .
- Executive sessions: Independent directors hold regular executive sessions (at least annually); no formal Lead Independent Director, but Philip D. Freeman leads these sessions .
- Board leadership: Separate Chair (David T. Turner) and CEO (Brent M. Giles) structure to facilitate board independence .
Fixed Compensation
| Component | Structure | 2024 Amount for Riley ($) |
|---|---|---|
| Annual retainer (HWBK) | $2,000 per month ($24,000/year) | $24,000 |
| HWBK board meeting fees | $900 per meeting | $15,250 (aggregate HWBK meeting fees) |
| Committee meeting fees | $650 per committee meeting | Included in HWBK meeting fees above |
| Hawthorn Bank board fees | $650 per bank board meeting | $1,300 |
| Total cash fees (2024) | Sum of above | $40,550 |
Notes: Only non-employee directors are paid; directors of HWBK also serve on Hawthorn Bank’s board with separate meeting fees .
Performance Compensation
| Element | Details | 2024 Award |
|---|---|---|
| Equity grants to directors | Equity Plan allows director eligibility, but 2024 grants were RSUs only to executives (Giles, Weishaar) | None disclosed for Riley |
| Performance metrics | Director pay is cash-based; no disclosed performance-based components (e.g., PSUs, TSR hurdles) for directors | N/A |
| Hedging policy | Strongly discourages hedging/monetization and requires pre-clearance; applies to directors | Policy in force |
| Clawback policy | Nasdaq-compliant compensation recovery policy adopted October 2, 2023 (applies to incentive-based compensation) | Policy in force |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Riley in the proxy biography .
- Interlocks/conflicts: The company reports no related-party transactions reportable under SEC rules since the beginning of fiscal 2023; routine banking relationships (including loans) with directors/families occurred on market terms without abnormal risk .
Expertise & Qualifications
- Operating executive background: Decades managing multi-brand auto dealerships where customer financing is integral; value in customer relationship management and community market insights .
- Governance experience: Long-serving director with committee service across Audit, Compensation, and Nominating & Governance .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Nature of Ownership |
|---|---|---|---|
| Kevin L. Riley | 36,645.67 | <1% | Held by revocable living trust for Riley and spouse |
- Shares pledged: Not disclosed in proxy; no pledging flagged. Company policy discourages hedging and requires pre-clearance for such transactions .
- Stock ownership guidelines for directors: Not disclosed in the proxy .
Governance Assessment
- Committee coverage and independence: Strong—Riley serves on all three key committees, each independently chaired; independence affirmed by Nasdaq standards .
- Attendance and engagement: Adequate—board and committee meeting cadence is robust; Riley met the minimum attendance threshold and attended the annual meeting (only Holtaway absent) .
- Pay structure alignment: Conservative—cash-only director compensation without equity grants reduces dilution/complexity but limits long-term alignment via equity; fee levels are modest for a community bank board .
- Policies and controls: Positive—separate Chair/CEO roles, hedging restrictions, and a Nasdaq-compliant clawback. 2024 say-on-pay support was >94%, indicating investor comfort with compensation governance overall .
- Related-party safeguards: Explicit annual questionnaires; audit committee oversight; no reportable related-party transactions since 2023; routine banking relationships at market terms .
RED FLAGS
- No formal Lead Independent Director (mitigated by Freeman leading executive sessions) .
- Limited disclosure of director equity ownership guidelines and pledge policies beyond insider trading/hedging policy; no director equity grants (limits long-term alignment, though also limits dilution) .
Overall signal: Long-tenured, independent director with broad committee participation and local market/customer financing expertise. Compensation is modest and cash-only; ownership is small (<1%), with no disclosed conflicts or related-party issues. Governance structures (hedging restrictions, clawback, separate Chair/CEO, strong say-on-pay) support investor confidence, though absence of a formal lead independent director and lack of director equity grants/guidelines disclosures are areas to monitor .