Companies HAWTHORN BANCSHARES, INC.
HAWTHORN BANCSHARES (HWBK): executive pay, fiscal 2025
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CEO pay, last three years
- $691,278FY2023
- $860,453FY2024
- $938,831FY2025
CEO total pay was $938,831 in fiscal 2025, up from $860,453 in fiscal 2024.
FY2025: salary $463,500 · bonus $0 · stock awards $231,733 · option awards $0
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Executives and directors
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Brent Giles | $463,500 | $0 | $231,733 | $0 | $202,781 | $0 | $40,817 | $938,831 |
| Chief Executive Officer | ||||||||
| Gregg Bexten | 360,500 | 0 | 0 | 0 | 77,508 | 0 | 50,015 | 488,023 |
| President | ||||||||
| Martin Weishaar | 283,250 | 0 | 33,740 | 0 | 70,813 | 0 | 40,017 | 427,820 |
| EVP, Chief Administrative Officer & General Counsel | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Brent Giles | $938,831 | $860,453 | $691,278 | ↑ +78,378 |
| Gregg Bexten | 488,023 | 474,522 | 424,132 | ↑ +13,501 |
| Martin Weishaar | 427,820 | 391,036 | — | ↑ +36,784 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
The compensation program aims to align executive pay with shareholder value delivery, drive positive operational and performance results through performance-based awards, and provide total compensation sufficient to act as a retention device. The program balances fixed compensation for predictable needs with variable compensation linked to company and individual performance.
| CEO STI target (% of salary) | NaN% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | McLagan Partners, Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | false |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Martin Weishaar | RSU | 2,667 | — | $93,025 |
| Brent Giles | RSU | 19,701 | — | 687,171 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Kevin L. RileyIndependent · Audit · Compensation · Nominating and Corporate Governance | $42,500 | $0 | $0 | — | $0 | $42,500 |
| Philip D. FreemanIndependent · Lead Independent Director · Audit · Compensation · Nominating and Corporate Governance (Chair) | 42,500 | 0 | 0 | — | 0 | 42,500 |
| Frank E. BurkheadIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance | 41,600 | 0 | 0 | — | 0 | 41,600 |
| Gus S. Wetzel IIIIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance | 41,200 | 0 | 0 | — | 0 | 41,200 |
| Jonathan D. HoltawayIndependent · Audit | 40,050 | 0 | 0 | — | 0 | 40,050 |
| Douglas T. EdenIndependent · Compensation · Nominating and Corporate Governance | 38,100 | 0 | 0 | — | 0 | 38,100 |
| David T. TurnerNot independent · Board Chair | 36,700 | 0 | 0 | — | 0 | 36,700 |
| Jonathan L. StatesIndependent · Compensation | 35,750 | 0 | 0 | — | 0 | 35,750 |
| Shawna M. HettingerIndependent · Nominating and Corporate Governance | 35,100 | 0 | 0 | — | 0 | 35,100 |
Board fee structure and ownership guideline
| Annual cash retainer | $24,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $900 |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $353,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $353,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names HAWTHORN BANCSHARES as a peer
Companies that benchmark against HWBK
No companies currently name HWBK as a compensation peer in their most recent disclosure.
This is the complete answer, not a partial one — the list is never padded.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | HAWTHORN BANCSHARES, INC. | 2025 | Brent Giles | $463,500 | $231,733 | $0 | $202,781 | $938,831 |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-06-02 | 3,378,004 | 89,611 | 112,987 | 97.42% | Passed |
| 2025 | 2025-06-03 | 2,903,327 | 86,075 | 126,948 | 97.12% | Passed |
| 2024 | 2024-06-04 | 2,985,915 | 116,444 | 131,838 | 96.25% | Passed |
| 2023 | 2023-06-06 | 2,802,490 | 135,632 | 93,640 | 95.38% | Passed |
| 2022 | 2022-06-07 | 3,016,363 | 294,928 | 147,235 | 91.09% | Passed |
| 2021 | 2021-06-08 | 3,439,886 | 49,207 | 121,319 | 98.59% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-06-02 | 97.42%a |
| 2025 | 2025-06-03 | 97.12%b |
| 2024 | 2024-06-04 | 96.25%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
Insider trades since the proxy
No insider equity transactions reported since the proxy statement.
Sources (18 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Brent Giles. DEF 14A, filed 2026-04-17. Section “Summary Compensation Table” · page 24. As printed: 938,831. View filing ↗
- Section 01, Gregg Bexten. DEF 14A, filed 2026-04-17. Section “Summary Compensation Table” · page 24. As printed: 488,023. View filing ↗
- Section 01, Martin Weishaar. DEF 14A, filed 2026-04-17. Section “Summary Compensation Table” · page 24. As printed: 427,820. View filing ↗
- Section 08, Kevin L. Riley. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 42,500. View filing ↗
- Section 08, Philip D. Freeman. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 42,500. View filing ↗
- Section 08, Frank E. Burkhead. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 41,600. View filing ↗
- Section 08, Gus S. Wetzel III. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 41,200. View filing ↗
- Section 08, Jonathan D. Holtaway. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 40,050. View filing ↗
- Section 08, Douglas T. Eden. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 38,100. View filing ↗
- Section 08, David T. Turner. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 36,700. View filing ↗
- Section 08, Jonathan L. States. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 35,750. View filing ↗
- Section 08, Shawna M. Hettinger. DEF 14A, filed 2026-04-17. Section “Director Compensation”. As printed: 35,100. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-06-08. Item 5.07 · say-on-pay result. As reported: 97.42% (votes for as printed: 3,378,004). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-06-05. Item 5.07 · say-on-pay result. As reported: 97.12% (votes for as printed: 2,903,327). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-06-07. Item 5.07 · say-on-pay result. As reported: 96.25% (votes for as printed: 2,985,915). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 09b board cost (computed). Computed. Cash 353,500 + equity 0 + all other 0 = 353,500, summed across the director compensation table rows.
- HAWTHORN BANCSHARES, INC. (subject), Section 10b CEO total. DEF 14A, filed 2026-04-17. CEO total compensation as printed in HAWTHORN BANCSHARES, INC.'s own proxy. As printed: 938,831. View filing ↗