Shawna M. Hettinger
About Shawna M. Hettinger
Shawna M. Hettinger (age 53) is an independent director of Hawthorn Bancshares (HWBK), serving since 2022 and standing for re‑election as a Class III director for a term expiring at the 2028 annual meeting. She is President and majority owner of Streetwise, Inc., a pavement marking and traffic control company, bringing 15+ years of construction-industry operating experience; the Board has determined she meets Nasdaq independence standards. In 2024, each director attended at least 75% of Board and committee meetings, and all directors except one (not Hettinger) attended the 2024 annual meeting (in person or by phone).
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Streetwise, Inc. (Grandview, MO) | President and majority owner | Not disclosed (background notes 15+ years in construction) | Market/customer relationships in Kansas City and Springfield that inform HWBK’s regional perspective |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; that committee met three times in 2024 and all members (including Hettinger) are independent under Nasdaq rules. She is not listed on the Audit or Compensation Committees.
- Independence: Board determined Hettinger (and eight other directors) satisfy Nasdaq independence requirements.
- Attendance and engagement: In 2024, each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting except one (not Hettinger).
- Board/leadership structure: Separate Chair and CEO; no formal Lead Independent Director, with independent director Philip D. Freeman leading executive sessions; independent directors meet in executive session regularly (at least annually).
- Tenure/classification: Director since 2022; nominated as Class III for a new term through 2028.
Fixed Compensation
Director pay is cash-based at HWBK (no equity disclosed for directors in 2024).
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Structural fees in effect during 2024:
- Monthly retainer: $2,000; HWBK Board meeting fee: $900 per meeting; Committee meeting fee: $650 per meeting; Hawthorn Bank Board meeting fee: $650 per meeting.
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2024 compensation earned by Hettinger (cash only): | Metric | 2024 Amount (USD) | |---|---| | Fees Earned or Paid in Cash | $34,700 | | All Other Compensation | — |
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2024 detail (components of cash fees): | Component | Amount (USD) | |---|---| | Hawthorn Bancshares Retainer | $24,000 | | Hawthorn Bancshares Meeting Fees | $8,750 | | Hawthorn Bank Meeting Fees | $1,950 |
Performance Compensation
| Component | Structure | 2024 Amount/Notes |
|---|---|---|
| Director equity (RSUs/DSUs/options) | Equity plan permits awards to non‑employee directors; 35,336 RSUs outstanding company‑wide at 12/31/24 were tied to executives, and Hettinger’s director table shows cash only for 2024 | No director equity awards disclosed for 2024 |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed in HWBK’s 2025 proxy for Hettinger | — | — | Her biography lists operating leadership at Streetwise, Inc.; no other public company directorships are listed. |
Expertise & Qualifications
- President/majority owner of a construction-services company (pavement marking/traffic control) with 15+ years in the industry; brings small‑business/operator perspective and commercial construction market insight in key HWBK geographies (Kansas City/Springfield).
- Independent director with service on the Nominating & Corporate Governance Committee (governance processes, director nominations, Board assessment).
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 4,124 shares (held jointly with spouse) |
| Ownership as % of outstanding | <1% (asterisk in proxy denotes “less than one percent”) |
| Form of ownership | Joint with spouse; shared voting/dispositive power |
| Pledged/hedging | No pledging disclosure in proxy; HWBK policy discourages hedging/monetization and requires pre‑clearance for such transactions by covered persons (including directors) |
Related-Party/Conflict Checks
- Related-party transactions: HWBK reports there have been no transactions with related persons since the beginning of fiscal 2023 that are reportable under SEC rules. Ordinary-course banking relationships (including loans) with directors and related persons are permitted on market terms; any such transactions are reviewed under policy via the Audit Committee. No Hettinger‑specific related‑party transactions are disclosed.
- External business interest: President/majority owner of Streetwise, Inc. (construction services). No disclosed vendor/customer transactions between Streetwise and HWBK.
Say‑on‑Pay and Shareholder Feedback (context for governance quality)
- 2024 say‑on‑pay support: >94% of votes cast supported executive compensation, reinforcing shareholder acceptance of pay practices.
Compensation Committee (context and potential consultant conflicts)
- Composition (all independent); met six times in 2024.
- Consultant: McLagan (Aon) engaged as independent advisor; committee assessed independence and found no conflict. Management separately used Aon affiliates for other services.
Governance Assessment
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Strengths for investor confidence:
- Independence and committee service: Hettinger is independent and serves on the Nominating & Corporate Governance Committee, which met three times in 2024; board-wide attendance was ≥75% and she attended the 2024 annual meeting (by the proxy’s attendance disclosure).
- Clean related‑party profile: No reportable related‑party transactions since 2023; director transactions, if any, must be on market terms and are audit‑reviewed.
- Trading/hedging discipline: Company policy prohibits speculative trading and strongly discourages hedging/monetization transactions without pre‑clearance.
- Shareholder sentiment: Strong 2024 say‑on‑pay support (>94%).
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Watch items:
- Ownership alignment: Beneficial ownership is 4,124 shares (<1% of outstanding), and director compensation in 2024 was entirely cash with no disclosed director equity awards; this results in limited explicit equity‑based alignment for directors in the latest year (though the equity plan permits director awards).
- Committee influence: Her current governance influence is concentrated in nominations/governance rather than in audit or compensation oversight (not inherently negative, but relevant to understanding her role).