Attached files
file | filename |
---|---|
10-K - FORM 10-K - HAWTHORN BANCSHARES, INC. | c63754e10vk.htm |
EX-13 - EX-13 - HAWTHORN BANCSHARES, INC. | c63754exv13.htm |
EX-23 - EX-23 - HAWTHORN BANCSHARES, INC. | c63754exv23.htm |
EX-31.1 - EX-31.1 - HAWTHORN BANCSHARES, INC. | c63754exv31w1.htm |
EX-32.1 - EX-32.1 - HAWTHORN BANCSHARES, INC. | c63754exv32w1.htm |
EX-32.2 - EX-32.2 - HAWTHORN BANCSHARES, INC. | c63754exv32w2.htm |
EX-99.2 - EX-99.2 - HAWTHORN BANCSHARES, INC. | c63754exv99w2.htm |
EX-31.2 - EX-31.2 - HAWTHORN BANCSHARES, INC. | c63754exv31w2.htm |
Exhibit 99.1
Principal Executive Officer Certification for Years following First Fiscal Year
Hawthorn Bancshares, Inc.
UST #264
UST #264
I, David T. Turner, certify, based on my knowledge, that:
(i) The compensation committee of Hawthorn Bancshares, Inc. discussed, reviewed, and
evaluated with senior risk officers on February 10, 2010 and October 27, 2010, senior executive
officer (SEO) compensation plans and employee compensation plans and the risks these plans pose
to Hawthorn Bancshares, Inc.;
(ii) The compensation committee of Hawthorn Bancshares, Inc. has identified and limited
during any part of the most recently completed fiscal year that was a TARP period any features
of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks
that could threaten the value of Hawthorn Bancshares, Inc. and has identified any features of the
employee compensation plans that pose risks to Hawthorn Bancshares, Inc. and has limited those
features to ensure that Hawthorn Bancshares, Inc. is not unnecessarily exposed to risks;
(iii) The
compensation committee reviewed on February 10, 2010 and October 27, 2010, the terms of
each employee compensation plan and identified any features of the plan that could encourage the
manipulation of reported earnings of Hawthorn Bancshares, Inc. to enhance the compensation of an
employee, and has limited any such features;
(iv) The compensation committee of Hawthorn Bancshares, Inc. will certify to the reviews of the
SEO compensation plans and employee compensation plans required under (i) and (iii) above;
(v) The compensation committee of Hawthorn Bancshares, Inc. will provide a narrative
description of how it limited during any part of the most recently completed fiscal year that was
a TARP period the features in:
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that
could threaten the value of Hawthorn Bancshares, Inc.;
(B) Employee compensation plans that unnecessarily expose Hawthorn Bancshares, Inc. to
risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of Hawthorn Bancshares, Inc. to enhance the compensation of an employee;
(vi) Hawthorn Bancshares, Inc. has required that bonus payments to SEOs or any of the next
twenty most highly compensated employees, as defined in the regulations and guidance
established under section 111 of EESA (bonus payments), be subject to a recovery or
clawback provision during any part of the most recently completed fiscal year that was a
TARP period if the bonus payments were based on materially inaccurate financial statements or
any other materially inaccurate performance metric criteria;
(vii) Hawthorn Bancshares, Inc. has prohibited any golden parachute payment, as defined in the
regulations and guidance established under section 111 of EESA, to a SEO or any of the next
five most highly compensated employees during any part of the most recently completed fiscal
year that was a TARP period;
(viii) Hawthorn Bancshares, Inc. has limited bonus payments to its applicable employees in
accordance with section 111 of EESA and the regulations and guidance established thereunder
during any part of the most recently completed fiscal year that was a TARP period;
(ix) Hawthorn Bancshares, Inc. and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of
EESA, during any part of the most recently completed fiscal year that was a TARP period; and
any expenses that, pursuant to the policy, required approval of the board of directors, a
committee of the board of directors, an SEO, or an executive officer with a similar level of
responsibility were properly approved;
(x) Hawthorn Bancshares, Inc. will permit a non-binding shareholder resolution in compliance
with any applicable federal securities rules and regulations on the disclosures provided under the
federal securities laws related to SEO compensation paid or accrued during any part of the most
recently completed fiscal year that was a TARP period;
(xi) Hawthorn Bancshares, Inc. will disclose the amount, nature, and justification for the
offering,
during any part of the most recently completed fiscal year that was a TARP period, of any
perquisites, as defined in the regulations and guidance established under section 111 of EESA,
whose total value exceeds $25,000 for any employee who is subject to the bonus payment
limitations identified in paragraph (viii);
(xii) Hawthorn Bancshares, Inc. will disclose whether Hawthorn Bancshares, Inc., the board of
directors of Hawthorn Bancshares, Inc., or the compensation committee of Hawthorn Bancshares, Inc.
has engaged during any part of the most recently completed fiscal year that was a TARP period a
compensation consultant; and the services the compensation consultant or any
affiliate of the compensation consultant provided during this period;
(xiii) Hawthorn Bancshares, Inc. has prohibited the payment of any gross-ups, as defined in the
regulations and guidance established under section 111 of EESA, to the SEOs and the next
twenty most highly compensated employees during any part of the most recently completed
fiscal year that was a TARP period;
(xiv) Hawthorn Bancshares, Inc. has substantially complied with all other requirements related to
employee compensation that are provided in the agreement between Hawthorn Bancshares, Inc.
and Treasury, including any amendments;
(xv) Hawthorn Bancshares, Inc. has submitted to Treasury a complete and accurate list of the
SEOs and the twenty next most highly compensated employees for the current fiscal year, with
the non-SEOs ranked in descending order of level of annual compensation, and with the name,
title, and employer of each SEO and most highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection
with this certification may be punished by fine, imprisonment, or both.
/s/ David T. Turner
|
Date: March 30, 2011 |