Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 14, 2022, Dale S. Strassheim submitted notice of his retirement and formal resignation from the Board of Directors (the “Board”) of HBT Financial, Inc. (the “Company”) effective as of March 1, 2022. On February 15, 2022, the Board accepted Mr. Strassheim’s retirement from the Board, and the committees on which Mr. Strassheim served, the Audit Committee and Compensation Committee. Mr. Strassheim will not stand for re-election at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) because he reached the mandatory retirement age of 75 during his term expiring at the Annual Meeting.
On February 15, 2022, on the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Roger A. Baker as a director to the Board, and a member of the Audit Committee, effective as of March 1, 2022. Mr. Baker’s initial term will expire at the Annual Meeting. Mr. Baker’s appointment will fill the vacant seat created by the retirement of Mr. Strassheim.
Mr. Baker previously served as the Chairman and President of NXT Bancorporation, Inc. and Chairman of NXT Bank, which were acquired by the Company on October 1, 2021. In addition to NXT Bank, Mr. Baker previously served on the Board of Directors of two other Iowa-based banks, Lincoln Savings Bank and Liberty Bank. Currently, Mr. Baker is the owner of a number of businesses, including Sinclair Elevator, Inc., a farm products and services company. Mr. Baker graduated from Iowa State University with a degree in Agricultural Economics.
There are no arrangements or understandings between Mr. Baker and any other persons pursuant to which he was appointed as a director. There are also no family relationships between Mr. Baker and any director or executive officer of the Company, and he has no direct or material indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As with each of the Company’s other non-employee directors, Mr. Baker will be entitled to receive a base retainer of $12,000 per year, as well as board fees and a grant of restricted stock units, as described in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 7, 2021.
Item 7.01. Regulation FD Disclosure.
On February 17, 2022, the Company issued a press release announcing Mr. Strassheim’s retirement and the Company’s appointment of Mr. Baker to the Board of Directors. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits.
