Philip D. Freeman
About Philip D. Freeman
Independent director of Hawthorn Bancshares, Inc. (HWBK), age 71, serving on the Hawthorn Bank board since 1990 and the Company board since 1993 . Background includes ownership of Freeman Properties JCMO, LLC and more than 50 years managing a successful business, with board-level competencies in executive compensation, financial reporting, and investor relations . The board has determined he satisfies Nasdaq independence standards, and while the Company has no formal Lead Independent Director, Freeman leads executive sessions of independent directors, underscoring his governance influence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hawthorn Bank / Hawthorn Bancshares, Inc. | Director (Bank since 1990; Company since 1993) | 1990–present (Bank); 1993–present (Company) | Committee leadership and competency in executive compensation, financial reporting, investor relations |
| Freeman Properties JCMO, LLC | Owner | Not disclosed | Brings 50+ years of business management experience and community ties to board decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Freeman Properties JCMO, LLC | Owner | Not disclosed | Private business; no public company directorships disclosed |
Board Governance
| Governance Element | Details |
|---|---|
| Independence | Board determined Freeman is independent under Nasdaq rules . |
| Committee Memberships | Audit Committee (member; chair is Frank E. Burkhead) ; Compensation Committee (member; chair is Gus S. Wetzel, III) ; Nominating & Corporate Governance Committee (Chair) . |
| Lead Independent Function | No formal Lead Independent Director; Freeman, an independent director, leads executive sessions of non-management directors . |
| Board Meetings & Attendance | Board met 9 times in 2024; each director attended at least 75% of board and committee meetings; Freeman attended the 2024 annual meeting (in-person or by phone) . |
| Committee Activity Levels | Audit met 8 times; Compensation met 6 times; Nominating & Governance met 3 times in 2024 . |
| Risk Oversight | Audit Committee oversees ERM with CRO involvement; Compensation Committee reviews pay-related risk; 2024 review found programs not likely to have material adverse effect . |
| Trading & Hedging Policy | Insider trading policy prohibits speculative transactions and strongly discourages hedging; pre-clearance required for any hedging/monetization transactions . |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Retainer (HWBK) | 24,000 | $2,000/month for outside directors . |
| Board Meeting Fees (HWBK) | 17,850 | $900 per Company board meeting attended . |
| Committee Meeting Fees (HWBK) | Included in above | $650 per Company committee meeting attended . |
| Hawthorn Bank Board Meeting Fees | 1,300 | $650 per Bank board meeting attended . |
| Total Cash Fees | 43,150 | Sum of Company retainer, Company meetings, and Bank meetings . |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Equity grants (RSUs/DSUs) | Not disclosed for directors in 2024 | 2024 equity awards were issued to executives (RSUs) under the Equity Plan; director table shows cash-only comp . |
| Options/Performance Units | Not disclosed | Company does not currently grant stock options; none reported for directors . |
| Pay metrics tied to director comp | Not disclosed | No performance-based director pay metrics disclosed . |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | No other public company directorships or interlocks disclosed in proxy . |
Expertise & Qualifications
- 50+ years managing a successful business; respected in Jefferson City business community .
- Board-level competencies in executive compensation, financial reporting, and investor relations; chairs Nominating & Governance Committee .
- Demonstrated engagement via committee service across Audit and Compensation .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Holding Structure | Pledging/Hedging |
|---|---|---|---|---|
| Philip D. Freeman | 98,683.79 | 1.4% | Held by revocable living trust for benefit of Freeman and spouse | No pledging disclosed; hedging discouraged per policy |
Governance Assessment
- Board effectiveness and independence: Freeman is a long-tenured independent director with chair role on Nominating & Governance and leadership of executive sessions, supporting robust independent oversight .
- Attendance and engagement: He met minimum attendance thresholds; overall board/committee cadence indicates active governance (Board: 9; Audit: 8; Comp: 6; Nominating: 3) .
- Compensation alignment: Director compensation in 2024 was cash-only (retainer and per-meeting fees), with no equity grants disclosed—lower alignment via equity versus peers but avoids complexity and potential conflicts . Company-level say‑on‑pay support was strong (94% approval in 2024), signaling investor confidence in compensation governance .
- Conflicts/related parties: No reportable related party transactions since 2023; banking relationships with directors occur at market terms and normal risk, reviewed by Audit Committee—mitigating conflict risk .
- Risk indicators and policies: Strong insider trading and anti‑hedging governance (pre‑clearance, prohibition of speculative transactions); independent committees; ERM reporting to Audit; compensation risk review found no material adverse effects .
- Succession/risk: The bylaws disallow service after the term in which age 75 occurs or standing for election after age 75; at age 71, Freeman’s continued service faces a defined horizon, implying upcoming board refresh/succession planning considerations .
Compensation Committee Analysis
- Composition: Independent directors only; chaired by Gus S. Wetzel, III; members include Freeman, Burkhead, Eden, Riley, States .
- Use of independent consultant: McLagan (Aon) engaged in 2024 to advise on executive compensation and peer group composition; independence assessed with no conflict found; separate Aon services used by management were disclosed .
- Meeting frequency: Six meetings in 2024, reflecting active oversight .
RED FLAGS
- No specific red flags identified for Freeman: no related-party transactions, no pledging disclosed, strong say-on-pay support, and robust committee independence .
- Watch items: Lack of equity grants to directors reduces long-term alignment; mandatory retirement rule approaching age 75 highlights upcoming succession planning needs .