Martin J. Weishaar
About Martin J. Weishaar
Executive Vice President and General Counsel of Hawthorn Bancshares (HWBK); joined in September 2023 . 2024 compensation totaled $391,036, composed of $275,000 salary, $68,750 annual bonus, $32,010 stock awards, and $15,276 other compensation . Company pay-versus-performance metrics show cumulative TSR value of an initial $100 investment at $129.95 for 2024 and net income of $18.256 million (vs. $0.956 million in 2023 and $20.751 million in 2022) . Insider trading policy strongly discourages hedging and requires pre-clearance; prohibits speculative transactions .
Past Roles
Not disclosed in the latest proxy filings reviewed .
External Roles
Not disclosed in the latest proxy filings reviewed .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) |
|---|---|---|
| 2024 | 275,000 | 15,276 |
- All Other Compensation components: employer 401(k) contributions, life insurance premiums, personal auto use ($2,512), and no country club dues .
Performance Compensation
Annual Cash Bonus
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive bonus (Tier 2) | Subjective objectives (budgetary, credit quality, operational) | 25% of base salary | $68,750 (25% of $275,000) | 100% of target | Cash, immediate |
- Bonus program tiers: Tier 2 target 25%, maximum 37% of base salary .
Equity Awards (RSUs)
| Award | Units Granted | Grant-Date Fair Value ($) | Unvested Units at 12/31/24 | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| Time-based RSUs | 3,000 | 32,010 | 3,000 | 85,050 (3,000 × $28.35) | 1,333 on Dec 8, 2025; 1,333 on Dec 8, 2026; 334 on Dec 8, 2027 |
- CIC treatment: if RSUs are not assumed by acquirer, all unvested RSUs immediately vest at closing; if assumed, unvested RSUs vest upon termination without cause/for good reason within 24 months post-CIC (double trigger) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial share ownership | Not individually disclosed in ownership tables (director-focused) . |
| Unvested equity | 3,000 time-based RSUs outstanding at 12/31/24; market value $85,050 . |
| Hedging/pledging | Hedging strongly discouraged and subject to pre-clearance; speculative transactions prohibited. No explicit pledging disclosure found . |
| Stock options | None outstanding (Company has not granted options to NEOs during the period) . |
| Stock ownership guidelines | Not disclosed for executives in reviewed filings . |
401(k) plan participation and balances:
| Year | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Year-End Balance ($) |
|---|---|---|---|---|
| 2024 | 14,501 | 8,700 | 3,393 | 26,594 |
Employment Terms
Severance agreement (change-in-control “CIC”) – double trigger; benefits payable if terminated without cause or for good reason within one year post-CIC :
| Component | Terms / Amount |
|---|---|
| Cash severance – base salary | 1.5× highest annual base salary during employment (illustrative: $412,500 at 12/31/24) |
| Cash severance – bonus | 1.5× greater of prior-year bonus or target bonus (generally 25% of salary unless specified) (illustrative: $103,125 at 12/31/24) |
| Insurance continuation | Up to 18 months (illustrative: $37,910 at 12/31/24) |
| RSU vesting | Accelerated vesting if awards not assumed; value $85,050 at $28.35/share |
| 280G treatment | Cut-down to avoid excise-tax-triggered excessive parachute payments; no tax gross-up |
| Restrictive covenants | 18-month non-solicitation of employees/customers post-termination and general release required |
Potential payments illustration (as disclosed, if CIC and termination occurred on 12/31/24):
| Scenario | Total ($) |
|---|---|
| Termination without cause/for good reason after CIC | 638,585 (sum of components above) |
Compensation Structure Analysis
- Mix and shift: 2024 pay mix includes fixed salary (70%), annual cash bonus (18%), time-based RSUs (8%), and other comp (4%); Company emphasizes variable pay via annual bonus and equity to align with performance and retention .
- Annual bonus rigor: Tier 2 target set at 25% of salary; objectives include budgetary, credit quality, and operational metrics; weightings are subjective rather than formulaic .
- Equity design: RSUs are time-based (lower risk vs. options), with CIC protection via accelerated vesting if not assumed and double trigger vesting if assumed .
- Clawback: Company-wide clawback policy adopted Oct 2, 2023 to recoup erroneously awarded incentive-based compensation upon restatement (Nasdaq compliant) .
Related Party Transactions and Governance
- Related party transactions: None reportable since beginning of fiscal 2023 under SEC rules; banking transactions with insiders on market terms .
- No repricing: Equity plan prohibits repricing or exchange of underwater options/SARs without shareholder approval .
- Say-on-pay support: 94% approval at June 4, 2024 meeting; 92% approval at June 6, 2023 meeting .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR value of $100 investment ($) | 89.66 | 112.58 | 129.95 |
| Net income ($000s) | 20,751 | 956 | 18,256 |
Note: 2023 net income was impacted by a strategic balance sheet repositioning, including securities sales with an after-tax loss and write-downs .
Investment Implications
- Alignment: Time-based RSUs and a 25% target bonus tie Weishaar’s compensation to Company outcomes, with clawback coverage and strong anti-hedging policy; absence of pledging disclosure is neutral but no red flag evident .
- Retention and CIC economics: Double-trigger CIC severance (1.5× salary and bonus) plus potential accelerated RSU vesting create meaningful retention incentives; 280G cut-down (no gross-up) is shareholder-friendly relative to peers .
- Near-term supply/demand on shares: RSU vesting tranches (Dec 2025/2026/2027) define potential incremental float from settlements; actual selling behavior requires monitoring of Form 4 filings (not covered in proxy) .
- Governance signal: High say-on-pay support and no option repricing support a stable compensation framework; watch annual bonus determinations given subjective weighting of performance metrics .