HBT Financial (HBT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, will be held virtually, allowing shareholders to attend, vote, and submit questions online.

• Shareholders will vote on the election of nine directors, executive compensation (say-on-pay), frequency of future say-on-pay votes, and ratification of the external auditor.

• The Board recommends voting for all director nominees, for the say-on-pay proposal, for annual say-on-pay votes, and for the ratification of RSM US LLP as auditor.

Voting matters and shareholder proposals

• Proposals include electing nine directors, approving executive compensation, determining say-on-pay vote frequency, and ratifying RSM US LLP as auditor.

• Shareholders can vote online, by phone, or by mail; beneficial owners must obtain a legal proxy to vote at the meeting.

• The Board recommends annual (1-year) say-on-pay votes and supports all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by December 10, 2025.

Board of directors and corporate governance

• Board consists of nine directors, with a mix of independent and non-independent members; majority are independent.

• Board committees include Audit, Compensation, Enterprise Risk Management, and Nominating and Corporate Governance, all composed of independent directors.

• The company is a "controlled company" under Nasdaq rules, with over 50% voting power held in a voting trust controlled by the Executive Chairman.

• Corporate governance guidelines and a Code of Ethics are in place, and stockholders can communicate directly with the Board.