Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-06-08

Hawthorn Bancshares (HWBK)

CEO Brent Giles was paid $938,831 in fiscal year 2025, ↑ up 9.1% from fiscal year 2024 (SEC filing 0000893847-26-000041 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$938,831 ↑
Brent Giles total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
97.42%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Brent Giles (Chief Executive Officer), FY2025 total compensation $938,831 (base salary $463,500) [exec_comp, SEC accession 0000893847-26-000041, filed 2026-04-17]

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HWBK's next annual pay disclosure, estimated April 13, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Brent Giles$463,500$0$231,733$0$202,781$0$40,817$938,831
Chief Executive Officer
Gregg Bexten360,50000077,508050,015488,023
President
Martin Weishaar283,250033,740070,813040,017427,820
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 officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Brent Giles$938,831$860,453$691,315↑ +78,378
Gregg Bexten488,023474,522424,132↑ +13,501
Martin Weishaar427,820391,036—↑ +36,784

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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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.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Brent GilesCEO$938,831
Martin WeishaarGeneral Counsel$427,820
Gregg BextenPresident$488,023
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
David T. TurnerChair of the Board$36,700
Douglas T. EdenIndependent Director$38,100
Frank E. BurkheadIndependent Director$41,600
Gus S. Wetzel IIIIndependent Director$41,200
Jonathan D. HoltawayIndependent Director$40,050
Jonathan L. StatesIndependent Director$35,750
Kevin L. RileyIndependent Director$42,500
Philip D. FreemanIndependent Director$42,500
Shawna M. HettingerIndependent Director$35,100
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Brent GilesRSU19,701—$687,171
Martin WeishaarRSU2,667—93,025
05

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 consultantMcLagan Partners, Inc.
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingfalse
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-06-023,378,00489,611112,98797.42%Passed
20252025-06-032,903,32786,075126,94897.12%Passed
20242024-06-042,985,915116,444131,83896.25%Passed
20232023-06-062,802,490135,63293,64095.38%Passed
20222022-06-073,016,363294,928147,23591.09%Passed
20212021-06-083,439,88649,207121,31998.59%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 yearMeeting dateApproval — company's computation
20262026-06-0297.42%a
20252025-06-0397.12%b
20242024-06-0496.25%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.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
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)42,50000—042,500
Frank E. BurkheadIndependent · Audit (Chair) · Compensation · Nominating and Corporate Governance41,60000—041,600
Gus S. Wetzel IIIIndependent · Audit · Compensation (Chair) · Nominating and Corporate Governance41,20000—041,200
Jonathan D. HoltawayIndependent · Audit40,05000—040,050
Douglas T. EdenIndependent · Compensation · Nominating and Corporate Governance38,10000—038,100
David T. TurnerNot independent · Board Chair36,70000—036,700
Jonathan L. StatesIndependent · Compensation35,75000—035,750
Shawna M. HettingerIndependent · Nominating and Corporate Governance35,10000—035,100
09

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—
09b

Total cost of the board

ComponentFY2025
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.

10b

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.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Hawthorn Bancshares2025Brent 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.

10d

Frequently asked questions

Who was the highest-paid executive at Hawthorn Bancshares in fiscal 2025?
As disclosed, Brent Giles (Chief Executive Officer) was the highest-paid executive at Hawthorn Bancshares in fiscal 2025, with total compensation of $938,831.
How did shareholders vote on Hawthorn Bancshares's executive compensation?
As disclosed, 97.42% of shareholders supported Hawthorn Bancshares's executive compensation in the latest say-on-pay vote.
How much does Hawthorn Bancshares spend in total on board compensation for fiscal 2025?
As disclosed, Hawthorn Bancshares reported total board compensation of $353,500 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Brent GilesDEF 14A2026-04-170000893847-26-000041Section “Summary Compensation Table” · page 24. As printed: 938,831. Filing ↗machine: r2 · c27 · span 320343–320350
2Section 01, Gregg BextenDEF 14A2026-04-170000893847-26-000041Section “Summary Compensation Table” · page 24. As printed: 488,023. Filing ↗machine: r6 · c27 · span 329893–329900
3Section 01, Martin WeishaarDEF 14A2026-04-170000893847-26-000041Section “Summary Compensation Table” · page 24. As printed: 427,820. Filing ↗machine: r10 · c27 · span 339398–339405
4Section 08, Kevin L. RileyDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 42,500. Filing ↗machine: span 229989–230114
5Section 08, Philip D. FreemanDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 42,500. Filing ↗machine: span 227110–227235
6Section 08, Frank E. BurkheadDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 41,600. Filing ↗machine: span 225183–225308
7Section 08, Gus S. Wetzel IIIDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 41,200. Filing ↗machine: span 232877–233002
8Section 08, Jonathan D. HoltawayDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 40,050. Filing ↗machine: span 229033–229158
9Section 08, Douglas T. EdenDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 38,100. Filing ↗machine: span 226151–226276
10Section 08, David T. TurnerDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 36,700. Filing ↗machine: span 231917–232042
11Section 08, Jonathan L. StatesDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 35,750. Filing ↗machine: span 230949–231074
12Section 08, Shawna M. HettingerDEF 14A2026-04-170000893847-26-000041Section “Director Compensation”. As printed: 35,100. Filing ↗machine: span 228071–228196
13Section 06, 2026 voteForm 8-K2026-06-080000893847-26-000076Item 5.07 · say-on-pay result. As reported: 97.42% (votes for as printed: 3,378,004). Filing ↗
14Section 06, 2025 voteForm 8-K2025-06-050000893847-25-000018Item 5.07 · say-on-pay result. As reported: 97.12% (votes for as printed: 2,903,327). Filing ↗
15Section 06, 2024 voteForm 8-K2024-06-070000893847-24-000013Item 5.07 · say-on-pay result. As reported: 96.25% (votes for as printed: 2,985,915). Filing ↗
16Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
17Section 09b board cost (computed)Computed——Cash 353,500 + equity 0 + all other 0 = 353,500, summed across the director compensation table rows.machine: formula: Σ = 353,500
18Hawthorn Bancshares (subject), Section 10b CEO totalDEF 14A2026-04-170000893847-26-000041CEO total compensation as printed in Hawthorn Bancshares's own proxy. As printed: 938,831. Filing ↗machine: r2 · c27 · span 320343–320350