Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 3, 2023, HBT Financial, Inc. (the "Company") announced that Fred L.
Drake, Chairman and Chief Executive Officer of the Company and Chairman of
Heartland Bank and Trust Company (the "Bank"), will step down from the position
of Chief Executive Officer of the Company on May 23, 2023 and assume the role of
Executive Chairman of the Company and the Bank, effective May 24, 2023. The
Company further announced that J. Lance Carter, currently President and Chief
Operating Officer of the Company and the Bank, will assume the role of President
and Chief Executive Officer of the Company and the Bank, effective May 24, 2023.
Fred L. Drake
Mr. Drake, age 66, currently serves as the Chairman and Chief Executive Officer
of the Company and Chairman of the Bank. As of May 24, 2023, Mr. Drake will
continue to serve as an officer of the Company as Executive Chairman, and will
remain employed with the Bank as Executive Chairman.
Fred L. Drake and Director Allen C. Drake are brothers. Other than this
relationship, Mr. Drake is not related to any other director or executive
officer of the Company or the Bank by blood, marriage, or adoption, and there
are no arrangements or understandings between Mr. Drake and any other person
pursuant to which he was selected as Executive Chairman of the Company and the
Bank, nor is the Company aware, after inquiry of Mr. Drake, of any related-party
transaction or series of transactions required to be disclosed under Item 404(a)
of Regulation S-K promulgated under the Securities Exchange Act of 1934, as
amended.
On March 31, 2023, the Company, the Bank and Mr. Drake entered into an amendment
to his employment agreement, reflecting his change in role and providing that,
beginning May 24, 2023, Mr. Drake will receive an annual base salary of
$350,000. Mr. Drake will be eligible to receive bonuses, LTI awards or other
incentive compensation as may be determined by the board of directors.
The foregoing description of the amendment of Mr. Drake's existing employment
agreement is qualified in its entirety by the terms and conditions of such
document, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
J. Lance Carter
Mr. Carter, age 52, currently serves as the President and Chief Operating
Officer of the Company and the Bank. Upon assuming the position of President and
Chief Executive Officer of the Company and the Bank effective May 24, 2023, Mr.
Carter will no longer serve as Chief Operating Officer. Mr. Carter will remain a
member of the board of directors of the Company and Bank.
Mr. Carter is not related to any other director or executive officer of the
Company or the Bank by blood, marriage, or adoption, and there are no
arrangements or understandings between Mr. Carter and any other person pursuant
to which he was selected as President and Chief Executive Officer of the Company
and the Bank, nor is the Company aware, after inquiry of Mr. Carter, of any
related-party transaction or series of transactions required to be disclosed
under Item 404(a) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, as amended.
On March 31, 2023, the Company, the Bank and Mr. Carter entered into an
amendment to his employment agreement, reflecting his change in role and
providing that, beginning May 24, 2023, Mr. Carter will receive an annual base
salary of $535,755. Mr. Carter will be eligible to receive bonuses, LTI awards
or other incentive compensation as may be determined by the board of directors.
The foregoing description of the amendment of Mr. Carter's existing employment
agreement is qualified in its entirety by the terms and conditions of such
document, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
On April 3, 2023, the Company issued a press release announcing the executive
officer transition plan for Mr. Drake and Mr. Carter. 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.
Exhibit Number Description of Exhibit
10.1 Amendment to Amended and Restated Employment Agreement, dated
March 31, 2023, by and among HBT Financial, Inc., Heartland Bank
and Trust Company and Fred L. Drake.
10.2 Amendment to Amended and Restated Employment Agreement, dated
March 31, 2023, by and among HBT Financial, Inc., Heartland Bank
and Trust Company and J. Lance Carter.
99.1 Press Release issued April 3, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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