htlf-20230426

TO THE STOCKHOLDERS OF HEARTLAND FINANCIAL USA, INC. (“HTLF”):

DATE AND TIME

Wednesday, June 14, 2023 at 1:00 p.m. Mountain Time

LOCATION

The Annual Meeting will be a virtual meeting of stockholders conducted exclusively online via webcast. You will be able to attend the Annual Meeting online by visiting: www.virtualshareholdermeeting.com/HTLF2023. To participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials or Notice of Internet Availability of Proxy Materials.

ITEMS OF BUSINESS

(1)

Elect four individuals to serve as Class III Directors for a three-year term ending in 2026

(2)

Management proposal to declassify our Board of Directors

(3)

Non-binding, advisory vote on executive compensation

(4)

Non-binding, advisory vote on the frequency of future advisory votes on executive compensation

(5)

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023

(6)

Transact such other business as may properly be presented at the Annual Meeting

RECORD DATE

Stockholders of record at the close of business on April 17, 2023, are the stockholders entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting.

VOTING BY PROXY

Whether or not you plan to attend the Annual Meeting, please vote your shares promptly to ensure they are represented. In the event there are an insufficient number of votes for a quorum, or to approve or ratify any of the foregoing proposals, the Annual Meeting may be adjourned or postponed in order to permit further solicitation of proxies.


PROXY HIGHLIGHTS

Business Results			Despite macroeconomic challenges including inflationary pressures and ongoing supply chain disruptions, in 2022 we delivered strong results while executing on our strategic plans to drive organic growth, improve customer experience, and consolidate our charters to drive operational efficiency. Below are some key financial highlights from 2022: Annual net income available to common stockholders of $204.1 million, or $4.79 per diluted common share. Our return on average common equity was 11.74% compared to 10.49% in 2021. Annual loan growth of $1.47 billion or 14.8%. Deposits grew $1.10 billion to $17.51 billion at December 31, 2022, an increase of 6.7% from December 31, 2021. Our net interest margin increased to 3.32%, compared to 3.29% for 2021. Credit quality remained excellent, with 30-89 day loan delinquencies decreasing to 0.04% of total loans as of December 31, 2022. *Surpassed $20 billion in total assets for the first time, while delivering record revenue of $726.5 million.

Strategic Developments			We continued our focus on strategic priorities, with an emphasis on improving efficiency while expanding organizational capacity. Strategic Customer Acquisition and Retention – Leveraging our long-standing local connections in our markets and investments in specialized industry verticals, we added approximately 1,300 new commercial customers and over $1.2 billion in funded loans Enhancing our Customer Experience – Through our investments in technology and process improvements, six of our banks were named 2022 Customer Experience Leaders in the Commercial Small Business or Commercial Middle Market Banking categories. Attracting, Developing, and Retaining Talent – Our ongoing investments have helped build talent in revenue-producing businesses such as treasury management and middle market banking. Efficiency Improvements – Execution on projects such as the consolidation of our bank charters and branch optimization are driving long-term efficiency improvements. *Proactive Risk Management – Continued investments in enterprise risk management and credit reflected in year-end delinquencies of 0.04% of total loans.

Compensation			Our Executive Officer Compensation Philosophy (the “Compensation Philosophy”) guides all compensation decisions at HTLF related to executive officers. The fundamental principle of the Compensation Philosophy is that we provide executives with a competitive compensation package that rewards executive officers for superior financial and operating performance through elements of variable compensation, while encouraging good long-term stewardship of the organization that does not improperly incentivize excessive risk taking. Guided by once again receiving strong support on our advisory “say on pay” proposal in 2022 we have retained most of the key elements of our 2021 compensation program in 2022.

Corporate Governance			Good corporate stewardship continues to be a primary area of focus for the Board of Directors. Because of this, the Board is asking stockholders to approve amendments to the Company’s Certificate of Incorporation that will declassify the Board as detailed further below under Proposal 2. In addition, the Company launched an ESG Steering Committee sponsored by two members of the Company’s Executive Leadership Team, and under the supervision of the Board. The ESG Steering Committee oversaw the Company’s first ESG Priority Assessment, which is designed to ensure alignment of the Company’s ESG priorities with its long-term financial success and the priorities of our stakeholders. In addition, the Company began work on its first corporate responsibility report, with a goal to publish the report before the end of 2023.

In addition to voting your shares online at the Annual Meeting, you may also vote your shares of common stock in advance of the Annual Meeting by following the voting instructions provided by your broker or other nominee. Brokers who hold your shares in “street name” have the authority to vote shares for which they do not receive instructions on all routine matters submitted for approval at the Annual Meeting. In the absence of your specific instructions as to how to vote, your broker will not have authority to vote on the matters considered non-routine, which includes all actions other than Proposal 5, the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, resulting in a so-called “broker non-vote”. If you hold your shares through a broker or other nominee it is important that you cast your vote if you want it to count on all of the matters to be considered at the Annual Meeting.

At the Annual Meeting, you will be entitled to vote for four Class III Directors to serve for terms ending in 2026; provided that, as further discussed below under Proposal 2 - Mechanics of Declassification, if Proposal 2 is approved by stockholders, those Directors whose terms do not expire at the 2024 annual meeting, including those elected pursuant to this proposal, intend to accelerate declassification by offering their resignation and being immediately reappointed to the Board by the remaining Directors for a term ending at the 2024 annual meeting. Each of the nominees has agreed to serve as a director, if elected. If for any reason any of the nominees becomes unable to serve before the election, the holders of proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting, or the Board may reduce its size.

Robert B. Engel

Director Since 2019

Age 69

Professional and Educational Background:

Mr. Engel, Chair of the Risk Committee, has served as Managing Director and Chief Executive Officer of BLT Advisory Services, LLC, a boutique advisory firm, since 2017. Prior to that, he served as President and Chief Executive Officer of CoBank, ACB from 2006 to 2017, presiding over its transformation into a high growth financial institution consistently ranked as one of the world’s safest banks and serving customers throughout rural America in all 50 states. Prior to CoBank, he spent 14 years at HSBC Bank, USA, ultimately serving as its chief banking officer. He has over 40 years of business and leadership experience, including over 30 years of experience in the banking industry. Mr. Engel brings to our Board considerable financial services expertise and insights on risk management, strategic growth, collaborative relationships and talent development. Mr. Engel earned a BBA in accounting and an honorary doctorate, both from Niagara University.

Other Boards and Appointments:

Director of Allied Motion Technologies, Inc since 2019; Chairman of the Board for Alaska Power & Telephone since 2017.

Thomas L. Flynn

Director Since 2002

Age 67

Professional and Educational Background:

Mr. Flynn, has served as Vice Chairman of the Board of HTLF since 2005. Prior to his retirement, Mr. Flynn was President of Aggregate Materials Company from 1999 until 2014, President and Chief Executive Officer of Flynn Ready-Mix Concrete Co. from 1999 until 2012, and Chief Financial Officer of Flynn Ready-Mix from 1977 until 1999. He is a past Chairman of the Board of Directors of the National Ready-Mix Concrete Association and a former member of the Iowa Legislature, having served for eight years as a State Senator. He also served for ten years as an adjunct faculty member in the Business Department of a local liberal arts college teaching courses in finance and business research methods. Mr. Flynn brings to our Board considerable small business expertise, business contacts in one of our principal markets and skill in governance. He holds an MBA from the University of Dubuque and a BA in Accounting and Finance from Loras College.

Jennifer K. Hopkins

Director Since 2018

Age 62

Professional and Educational Background:

Ms. Hopkins has been a managing partner at Crescendo Capital, a private investment firm for early stage companies, since 2007. From 2009 through 2021 she was CEO of one of Crescendo’s portfolio companies, American Medical - The Oxygen Concentrator Store. Prior to joining Crescendo Capital, Ms. Hopkins had a twenty-year career with Hewlett Packard and Agilent, with executive roles across all functional areas. Her career with Agilent culminated in the role of Vice President of the Global Solutions Business Unit. In this role she managed a global organization with full financial responsibility for over 2000 employees. Ms. Hopkins brings to our Board a technology background and operational expertise across both entrepreneurial and large corporate organizations. She holds a Masters in Industrial Engineering from Stanford University and a BS in Industrial Engineering from North Dakota State University.

Other Boards and Appointments:

Board member of Spectra Logic Corporation since 2012 and Sartori Cheese Corporation since 2013; Member of the Board of Trustees for North Dakota State University Foundation; a trustee for the Denver Museum of Nature and Science; and a member of the Colorado Forum.

Bruce K. Lee

Director Since 2017

Age 62

Professional and Educational Background:

Mr. Lee is the President and Chief Executive Officer of HTLF. He was named Chief Executive Officer effective June 1, 2018, and has served as President since 2015. He has over 30 years of experience in the banking industry. Prior to joining HTLF, Mr. Lee had a twelve year career with Fifth Third, where he held numerous leadership positions including Executive Vice President and Chief Credit Officer; Executive Vice President and Director of Special Assets; and Executive Vice President, Commercial Banking Division Head and Affiliate Senior Commercial Banker. Prior to that, he served as President and CEO of a Fifth Third affiliate bank, where he managed sales and service functions for retail, commercial, residential mortgage and investments, along with the staff functions of finance, human resources and marketing. Mr. Lee has wide-ranging banking experience and perspective as HTLF expands its size and geographic reach. He earned his BA in Business Administration and Management from Siena Heights University.

Christopher S. Hylen

Director Since 2020

Age 62

Professional and Educational Background:

Mr. Hylen served as the Chief Executive Officer and board member of Reltio, Inc., a leading software as a service company headquartered in Redwood City, California, from September 2020 to August 2022, where he provided leadership for strategy, operations, overall performance and growth. Prior to that he was the Chief Executive Officer and a director of Imperva, Inc. from 2017 to 2019, where he led the successful turnaround and then sale of the company. He served in executive leadership roles at Citrix Systems from 2013 to 2017, including President and Chief Executive Officer of the Citrix mobility business unit GetGo, and also held leadership roles in the Intuit Payment Solutions division of Intuit Corporation, from 2006 to 2013. Mr. Hylen contributes expertise on information technology and data privacy for financial services companies at a strategic level, with over 25 years of related technology and financial services experience. Mr. Hylen holds an MBA from Harvard Business School and a bachelor’s degree in engineering from Widener University.

Other Boards and Appointments:

Previously served as a member of the Board of Directors of Reltio, Inc. from September 2020 to August 2022.

Susan G. Murphy

Director Since 2018

Age 66

Professional and Educational Background:

Ms. Murphy, Chair of the Audit Committee, has been a Principal at The Grace Alliance, LLC in Denver, which assists individuals and families in developing and maintaining financial strategies for the future, since 2005. She served as Trustee of the Colorado Public Employees’ Retirement Association from 2007 to 2021, providing oversight to a public pension fund managing $60 billion in assets for 620,000 beneficiaries. She started her career at Ernst and Young and has been a consultant to a variety of businesses and transactions. She is a Certified Public Accountant and is a member of the American Institute of Certified Public Accountants. Ms. Murphy brings significant public accounting, investment advisory and public policy expertise along with knowledge of the Denver metropolitan area. She graduated with a BA in Accounting from the University of Notre Dame.

Other Boards and Appointments:

Trustee of Arrupe Jesuit High School 2010 to 2016 and Board Chair 2019 to 2022.

Martin J. Schmitz

Director Since 2018

Age 65

Professional and Educational Background:

Mr. Schmitz was the Chairman of the Board of Citywide Banks, now known as HTLF Bank, prior to HTLF’s acquisition of Citywide Banks. Mr. Schmitz oversaw business development and commercial banking. In addition, he was involved in the administration of credit management, audit and regulatory functions over his twenty-one years at Citywide Banks. Prior to his time at Citywide Banks, Mr. Schmitz spent eighteen years in the Denver commercial real estate business as Vice President with a commercial real estate group specializing in investment real estate. Mr. Schmitz brings to our Board community bank leadership experience and knowledge of the Denver metropolitan area. He holds a BA in Accounting, Business Administration and Economics from Regis University.

Other Boards and Appointments:

Trustee of Regis University, Denver, Colorado, since 2004; and Director of Boys and Girls Clubs of Metro Denver since 2008.

Kathryn Graves Unger

Director Since 2021

Age 48

Professional and Educational Background:

Ms. Graves Unger is Vice President, Environmental, Social and Governance at Boston Scientific Corporation, a global developer, manufacturer and marketer of medical devices, a role she has held since September 2022. Prior that, she held executive roles at Cargill Inc., a global agriculture company, from 2014 to 2022, most recently serving as Vice President, North America - Cargill Government Relations from 2019 to 2022 and Managing Director, North America - Cargill Aqua Nutrition from 2014 to 2019. From 2005 to 2014, Ms. Graves Unger served in management roles at Cummins, Inc. Ms. Unger is also a certified public accountant. She graduated from the University of North Carolina - Chapel Hill with a BA in Spanish education and a Masters of Accounting. She then received her MBA from Stanford University. Ms. Graves Unger brings to the board substantial business, government relations, and ESG expertise, as well as education, Spanish language, accounting and tax experience.

Other Boards and Appointments:

Urban Ventures Board member since 2016, and current board chair; Economic Club of Washington DC board member since 2022; previous board member of U.S. Global Leadership Coalition board member from 2020 to 2022: Member of the Board of Advisors for the Cargill Hispanic-Latino Council from 2015 to 2022.

John K. Schmidt

Director Since 2001

Age 63

Professional and Educational Background:

Mr. Schmidt has served as the independent Chairman of the HTLF Board since March 2022. Mr. Schmidt has been the Senior Vice President and Chief Financial Officer of A.Y. McDonald Industries, a leading manufacturer of water works, plumbing, pumps, and natural gas products, since 2013 and was named Corporate Secretary in 2014. Mr. Schmidt served as HTLF’s Chief Financial Officer from 1991 to 2013 and Chief Operating Officer from 2004 to 2013 until joining A.Y. McDonald Industries. Mr. Schmidt was also an officer of Dubuque Bank and Trust Company from 1984 to 2004 and President from 1999 to 2004. Prior to joining Dubuque Bank and Trust Company in 1984, Mr. Schmidt was employed by the Office of the Comptroller of the Currency (the “OCC”) and Peat Marwick Mitchell, now known as KPMG LLP. A Certified Public Accountant (inactive), Mr. Schmidt brings to our Board extensive knowledge in operational bank management and accounting. He graduated with a BA from the University of Northern Iowa.

Other Boards and Appointments:

Past President of Steeple Square; Former member of the Loras College Board of Regents, Dubuque, Iowa, from 2011 to 2021; Board Member and Treasurer, High Voltage LLC; and Director of A.Y. McDonald Industries since 2013.

Duane E. White

Director Since 2013

Age 68

Professional and Educational Background:

Mr. White, Chair of the Compensation Committee, is the retired Executive Vice President and Chief Product Officer of Medecision, a healthcare IT provider. He served in that role from May 2018 until December 2019. Mr. White was a Partner at Aveus, a management consulting firm in St. Paul, Minnesota from 2013 until the firm was acquired by Medecision in 2018. Prior to joining Aveus, he was an independent consultant for six years. Mr. White has 15 years of financial services experience, including nine years with U.S. Bancorp. Positions at U.S. Bancorp included President of the mortgage division, SVP of Mergers and Acquisitions and SVP of Marketing Support and Product Management. He began his career as an examiner for the OCC and was also involved with the regulatory supervision of problem banks in his role as the Assistant to the Regional Director of Special Projects. Mr. White brings considerable expertise in financial services to our Board, including merger and acquisition activity, public company board experience and knowledge and perspective with respect to the Minneapolis and St. Paul metropolitan area. He holds an MBA from Harvard Business School and a BBA in Business Economics from the University of Wisconsin – Eau Claire.

Other Boards and Appointments:

Director of Fair Isaac Corporation from 2009 to 2016.

Director Independence. Our Board has determined that each of Mses. Hopkins, Murphy and Unger and Messrs. Engel, Flynn, Hylen, Schmidt, Schmitz, and White is an “independent” Director as defined in the listing standards of Nasdaq and the rules and regulations of the SEC. The Board has also determined that Mr. Lee (as President and Chief Executive Officer of HTLF) is not independent. In considering the independence of the directors, our Board reviewed questionnaires prepared by each Director, reviewed its own records of transactions with Directors and their family members, and inquired of Directors whether they, or any member of their immediate families, had engaged in any transaction with us, other than transactions made in the ordinary course of business.

management performance, maintaining a healthy governance culture, and enhancing the effectiveness of our Board as a whole. The Board believes it is important to maintain flexibility in its Board leadership structure depending on the Company’s needs at the time, but firmly supports having an independent Director in a Board leadership position at all times. Accordingly, in 2023 we amended our Corporate Governance Guidelines to provide that in the absence of an independent Chair, the Board will designate a Lead Independent Director who shall be an independent director as defined by NASDAQ regulations. The Board believes its approach to risk oversight, as more fully discussed below, ensures that the Board can choose many leadership structures while continuing to effectively oversee risk.

Risk Management - Background. HTLF applies the three lines of defense model to its risk management framework. Under this structure, the first line of defense is management at HTLF’s subsidiaries, together with managers of centralized operations units assigned to support them. Collectively, they are accountable and responsible for managing the risks associated with their areas of responsibility. This responsibility includes developing policies, procedures and controls, and executing them. The second line of defense, under the supervision of the Chief Risk Officer, consists of formal enterprise risk management functions that facilitate risk identification, assessment, monitoring and reporting on the adequacy and effectiveness of risk management processes. The centralized risk management functions are Enterprise Risk Management (“ERM”), Consumer Compliance, Loan Review, Security (Information/Cybersecurity) and Financial Crimes Risk Management (BSA/AML/OFAC and Fraud). The third line of defense is the centralized Internal Audit function which provides independent quality assurance and validation of the effectiveness of the control environment and entire risk management framework.

Risk Management - The Board. The Risk Committee of the Board has oversight responsibilities for the Company’s enterprise risk management and reporting framework. The Risk Committee reviews reports on the risk management framework provided by the Chief Risk Officer, including quarterly assessments of the Company’s top risks, emerging risk and its evolving risk profile. The Risk Committee is also provided with robust reporting and monitoring compliance information related to its approved risk appetite statement, associated metrics and limits. The Audit Committee oversees risks associated with financial reporting, including internal controls over financial reporting, and the effectiveness of the third line Internal Audit function, and appoints and oversees the Company’s independent registered public accounting firm. The Compensation Committee identifies, reviews and oversees risks related to HTLF’s executive and employee compensation programs, including its annual and long-term incentive plans. The Compensation Committee also reviews the results of the annual incentive compensation risk assessment presented by the Chief Risk Officer.


*			monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, risk management, and legal compliance;
*			retain, oversee, review and terminate, if necessary, the Company’s independent registered public accounting firm and pre-approve all services performed by such firm;
*			provide an avenue of communication among the Company’s independent registered public accounting firm, management, the internal audit function, and the Board of Directors;
*			oversee processes to enforce HTLF’s code of conduct; including those for the receipt, retention and treatment of complaints received; and those processes for the confidential, anonymous submission by employees;
*			encourage adherence to, and continuous improvement of, the Company’s policies, procedures and practices at all levels;
*			review areas of potentially significant financial risk to the Company;
*			oversee the activities and performance of the Company’s internal audit function; and
*			monitor compliance with legal and regulatory requirements for the Company.


*			oversee the risk management program and provide guidance to management on risk matters;
*			oversee management’s implementation of the ERM Policy, which defines the enterprise risk management and reporting framework (including use of objective and quantitative metrics), approve the Risk Appetite Statement, and review reporting provided by management on risk identification and monitoring of the Company’s risk profile;
*			review and discuss with management emerging (both internal and external) significant risk exposures, including risk mitigating actions as highlighted by enterprise risk management reporting;
*			ensure that the risk management function is adequately established and maintained, with sufficient resources, independence and authority to perform its duties commensurate with the size and complexity of the Company;
*			review reports from Compliance, Financial Crimes Risk Management, Loan Review, Third Party Risk Management, Model Risk Management and Security (Information/Cybersecurity); and
*			receive regulatory updates including exam results and other pertinent updates that impact the Company’s risk profile.

Nominations of Directors. In accordance with our Bylaws, a stockholder may nominate a director for election at an Annual Meeting of Stockholders only if such stockholder’s written notice of the nomination is delivered to or mailed and received by us, at our Corporate Secretary’s, address set forth above, not less than 30 days nor more than 75 days prior to the date of the Annual Meeting, irrespective of any deferrals, postponements or adjournments thereof to a later date; provided, however, that in the event that less than 40 days’ notice or prior public disclosure of the date of the meeting is given or made to the stockholders, the stockholders’s written notice of the nomination must be received by us not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. The stockholder’s notice of intention to nominate a director must comply with the requirements set forth in the advance notice provisions of our bylaws. For example, the notice must include (i) the name and address of record of the stockholder who intends to make the nomination; (ii) a representation that the stockholder is a holder of record of shares of the corporation entitled to vote at such meeting, and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (iii) the name, age, business and residence address and principal occupation or employment of each nominee; (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (v) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the SEC, as then in effect; and (vi) the consent of each nominee to serve as a director of the corporation if so elected. We may request additional information from any proposed nominee after receiving the notification for the purpose of determining the proposed nominee’s eligibility to serve as a director. Persons nominated for election to the Board in accordance with the above requirements will not be included in our proxy statement. In addition to complying with the requirements set forth in the advance notice provisions of our bylaws, to nominate a director, stockholders must also give timely notice that complies with the additional requirements of Rule 14a-19, and which must be received no later than April 15, 2024.

For proposals to be made by a stockholder outside of Rule 14a-8 and to be brought before the Annual Meeting, the stockholder’s written notice of the proposal must be delivered, mailed or telegraphed to us, at our Corporate Secretary’s address set forth above, not less than 30 days nor more than 75 days prior to the scheduled date of the Annual Meeting, regardless of any postponements, deferrals or adjournments of the meeting to a later date; provided, however, that if less than 40 days’ notice of the date of the scheduled meeting is given or made by the Company, the stockholder’s written notice must be delivered, mailed or telegraphed to us not later than the close of business on the 10th day following the date on which notice of the date of the scheduled meeting was first mailed to stockholders. The stockholder’s notice must comply with the requirements set forth in the advance notice provisions of our bylaws. For example, the stockholder’s notice must include as to each matter the stockholder proposes to bring before the Annual Meeting: (i) a brief description of the proposal desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business; (iii) the number of shares of the corporation’s common stock beneficially owned by such stockholder on the date of such stockholder’s notice; and (iv) any financial or other interest of such stockholder in the proposal.

Code of Business Conduct and Ethics. We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees. The Code sets forth the standard of ethics we expect all of our directors and employees to follow, including our Chief Executive Officer and Chief Financial Officer. All employees and directors have received, and acknowledged in writing, the Code of Business Conduct and Ethics Policy, along with the Code of Business Conduct and Ethics Violation Reporting Procedure, which includes procedures that facilitate the confidential reporting of matters on an anonymous basis. The Code of Business Conduct is posted on our website, ir.htlf.com. We intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding any amendment to, or waiver of, the Code of Business Conduct with respect to our Chief Executive Officer and Chief Financial Officer and persons performing similar functions, by posting such information on our website.

Director Compensation. Our Board of Directors believes that compensation received by a non-employee Director should be tied directly to the success of HTLF and its stockholders. Non-employee Directors are compensated for service on the Board by an annual equity retainer of restricted stock units (“RSUs”) that vest one year after granted, and annual retainers (paid in cash, RSUs, or a mix, at the option of the Director) for service on the Board and service on committees, and as Chair of the Board or a committee, as further detailed below. In the event that a Director attends less than 75% of all Board and assigned committee meetings held between the date of grant and the earlier of the vesting date and the date of the next Annual Meeting following the date of grant, they forfeit their unvested equity retainer. In the event a director leaves the Board for any reason prior to any vesting date or a change in control (other than due to death), the director forfeits all right to the unvested RSUs. In the event of the death of the non-employee director or a change in control, all unvested RSUs vest immediately.


DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash(1)		Stock Awards(2)		All Other Compensation		Total
Robert B. Engel	$	73,700	$	59,065	$	—	$	132,765
Thomas L. Flynn	$	49,500	$	81,278	$	—	$	130,778
Lynn B. Fuller(3)	$	47,500	$	59,065	$	—	$	106,565
Jennifer K. Hopkins	$	47,500	$	73,873	$	—	$	121,373
Christopher S. Hylen	$	47,500	$	73,873	$	—	$	121,373
Susan J. Murphy	$	73,700	$	59,065	$	—	$	132,765
Barry H. Orr	$	3,400	$	—	$	—	$	3,400
John K. Schmidt	$	118,300	$	59,065	$	—	$	177,365
Martin J. Schmitz	$	47,500	$	66,469	$	—	$	113,969
Kathryn Graves Unger	$	62,500	$	59,065	$	—	$	121,565
Duane E. White	$	72,500	$	59,065	$	—	$	131,565

(1) The amounts in this column include the annual retainer, committee retainer, and committee and board chair retainer paid in cash for service to HTLF or one of HTLF’s subsidiaries. For the annual retainer portion of director compensation, Messrs. Engel, Fuller, Schmidt, and White, along with Ms. Unger elected to receive $47,500 in cash. Messrs. Flynn, Hylen and Schmitz, along with Mses. Hopkins and Murphy, elected to receive equivalent-value RSUs, and were each granted 1,105 RSUs. Mr. Schmidt elected to receive his compensation related to his service as Board Chairman in cash. Messrs. Engel and White and Ms. Murphy elected to receive committee Chair retainers in cash. For the Compensation Committee membership retainer, Mses. Murphy and Unger, along with Messrs. Engel and White elected to receive $15,000 in cash for service on two Committees. Mses. Hopkins and Messrs. Flynn and Hylen elected to receive RSUs and were granted 300 RSUs for service on two committees. Mr. Schmidt elected to receive $7,500 cash for service on one Committee. Messrs. Engel, Flynn, Orr and Schmidt, along with Ms. Murphy received cash payments of $1,200, $2,000, $3,400, $800 and $1,200, respectively, for committee service at one of HTLF’s subsidiaries.
(2) The amounts in this column represent the fair value, determined based upon the market price of our common stock on the date of grant in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, of RSUs granted for service as directors of HTLF, as well as RSUs granted for service as advisory directors of subsidiary banks. See the discussion of equity awards in Note 15 of our financial statements for the year ended December 31, 2022, contained in our Annual Report on Form 10-K for all assumptions made in the valuation of the RSUs. Each of Messrs. Engel, Flynn, Fuller, Hylen, Schmidt, Schmitz and White and Mses. Hopkins, Murphy and Unger was granted 1,396 RSUs on June 15, 2022. Mr. Flynn received 175 RSUs for service as an advisory director of Dubuque Bank and Trust Company on June 15, 2022, and Mr. Schmitz received 175 RSUs for service as an advisory director of HTLF Bank on June 15, 2022. The aggregate number of RSUs outstanding at December 31, 2022 for each director was: 1,396 for Mr. Engel, 2,851 for Mr. Hylen, 3,026 for Mr. Flynn, 2,851 for Ms. Hopkins, 2,501 for Ms. Murphy, 1,396 for Mr. Schmidt, 2,676 for Mr. Schmitz, 1,396 for Ms. Unger and 1,396 for Mr. White.
(3) Mr. Fuller’s RSUs were forfeited upon his resignation from the Board in December 2022.

HTLF is committed to enriching lives one customer, employee, and community at a time. We believe our continued growth and the growth of the communities we serve is guided by our values of integrity, accountability, community, and excellence. These priorities inspire us to nurture and develop diverse talent and build trust through collaboration with our partners. We recognize that our commitment to our customers, communities, employees and stockholders is inextricably linked to our long-term success and sustained financial performance. We see ESG not as a goal to be achieved, but as a guiding framework to assist us in focusing on those factors that contribute to our long-term performance and helping us enrich lives one customer, employee, and community at a time. Below are some of the highlights of ESG Governance at HTLF.

ESG Steering Committee. In 2022, HTLF embarked on its journey to thoughtfully focus and formalize our ESG efforts while ensuring that they are undertaken intentionally and with a view towards achieving overall company-wide objectives. Because we believe that executive support is necessary to ensure the success of any important undertaking, our newly-formed ESG Steering Committee is co-chaired by Jay Kim, HTLF’s Chief Administrative Officer, and Tamina O’Neill, HTLF’s Chief Risk Officer. Having two members of our Executive Leadership Team as co-chairs of the ESG Steering Committee ensures that diverse internal perspectives are represented and that those diverse perspectives drive the important decisions that are made. The ESG Steering Committee is a cross functional working group that is comprised of key senior leaders throughout the organization, and is tasked with coordinating and guiding management’s overall ESG efforts. This structure ensures broad representation and a coordinated approach across the organization.

ESG Assessment. To ensure the coordination of HTLF’s ESG program, and to ensure that all stakeholders were represented, HTLF created an ESG Assessment and Prioritization Framework (the “ESG Assessment”) in 2022. This involved assessing the importance of various priorities to both external stakeholders (e.g., customers, communities, and investors) and internal stakeholders including employees and the Board. We started the process by considering key sustainability/ESG reporting frameworks such as SASB in order to develop a broad list of categories. We then narrowed our focus to those issues that are most relevant to HTLF and upon which we can have the greatest impact. The ESG Assessment included leaders representing nearly every function within the Company, and is intended to serve as a key tool in helping us identify and prioritize ESG-related issues. In addition, the ESG Assessment will be used to develop key metrics with the goal of transparently measuring our progress and contributions towards corporate social responsibility.

Diversity, Equity and Inclusion (“DEI”). DEI is a fundamental aspect of ESG at HTLF. It is the right thing to do, and we believe it also leads to a more positive culture, higher-performing teams, and helps us deliver better and more relevant products and services to our customers. Once again, the tone has been set at the top. We have ensured that all new Directors are selected from a diverse group of candidates which allows us to thoughtfully create a Board that reflects different backgrounds and experiences. At the management level, and under the supervision of the Board, HTLF has ensured focus on this critical facet of ESG by creating the position of Chief Diversity, Equity and Inclusion Officer in 2021. This new position reinforces HTLF’s company values and commitment to DEI, and ensures that there is overall coordination of HTLF’s DEI efforts. In 2022, we published our first DEI Report, and our most recent DEI Report is available on our website at https://www.htlf.com/diversityequityinclusion.


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)		Percent of Class(2)
5% Stockholders
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055	5,090,999	(3)	12.0%
Earnest Partners, LLC 1180 Peachtree Street NE, Atlanta, GA 30309	3,078,796	(5)	7.2%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355	3,071,748	(6)	7.2%
Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, TX 78746	2,178,085	(4)	5.1%
Directors and Nominees
Robert B. Engel	13,389		*

Thomas L. Flynn	93,660	(7)	*
Jennifer K. Hopkins	13,840		*
Christopher S. Hylen	3,658		*
Bruce K. Lee	65,039		*

Susan J. Murphy	11,231		*
John K. Schmidt	123,561	(8)	*
Martin J. Schmitz	277,275	(9)	*
Kathryn Graves Unger	2,450		*
Duane E. White	26,150	(10)	*
Other Named Executive Officers
Bryan R. McKeag	38,386	(11)	*
Jay L. Kim	764		*
David A. Prince	13,353		*
Kevin G. Quinn	12,369		*
All Directors and Executive Officers as a Group (23 persons)	728,076		1.7%

* Less than one percent
(1) The beneficial owners identified below have sole voting and investment power with respect to shares of common stock owned, except as set forth in the footnotes below. Share totals include restricted stock units that will vest within 60 days of March 31, 2023.
(2) Based upon 42,558,726 shares of common stock outstanding on March 31, 2023, plus any RSUs that will vest within 60 days of March 31, 2023 for that person.
(3) Based upon the Schedule 13G/A filed on January 26, 2023, BlackRock, Inc. has sole voting power with respect to 4,789,973 shares and sole dispositive power with respect to 5,090,999 shares as of December 31, 2022.
(4) Based upon the Schedule 13G filed on February 10, 2023, Dimensional Fund Advisors LP. has sole voting power with respect to 2,140,035 shares and sole dispositive power with respect to 2,178,085 shares as of December 31, 2022.
(5) Based upon the Schedule 13G/A filed on February 14, 2023, Earnest Partners, LLC has sole voting power with respect to 2,151,759 shares and sole dispositive power with respect to 3,078,796 shares as of December 31, 2022.
(6) Based upon the Schedule 13G/A filed on February 9, 2023, The Vanguard Group has sole voting power with respect to 0 shares and sole dispositive power with respect to 2,992,946 shares. It has shared voting power with respect to 39,456 shares and shared dispositive power with respect to 78,802 shares as of December 31, 2022.
(7) Includes 3,335.3820 shares held by Mr. Flynn’s spouse in an individual retirement account (IRA) and 37,411.1945 shares held by Mr. Flynn jointly with his spouse.
(8) Includes an aggregate of 39,670 shares held by Mr. Schmidt’s spouse.

Reasons for Declassifying the Board of Directors. The Board considered a number of factors in making its decision to recommend declassification. The Board recognizes that a classified board structure can be viewed as diminishing a board’s accountability to stockholders, because such structure does not enable stockholders to express a view on each director’s performance by means of an annual vote. Annual voting allows stockholders to express their views on the individual performance of each director and on the entire board of directors more frequently than does a classified board structure. In addition, many institutional investors believe that the election of directors is the primary means for stockholders to influence corporate governance policies and to hold management accountable for implementing those policies.

Under the Company’s existing Certificate of Incorporation, and Delaware law (unless the certificate of incorporation provides otherwise), directors of companies that have a classified board of directors may be removed only for cause. Delaware law requires that directors of companies that do not have a classified board must also be removable without cause. Accordingly, if the Amended Certificate is approved, any Director elected to the Board at or after the 2023 Annual Meeting may be removed from office at any time, with or without cause, by the affirmative vote of the holders of not less than 70% of the outstanding shares of stock of the Company entitled to vote generally in the election of directors cast at an annual meeting of stockholders or at a meeting of the stockholders called for that purpose.

To facilitate the declassification of the Board of Directors more expeditiously, each current member of the Board whose term would not otherwise end at the 2024 Annual Meeting (including the Class III director nominees nominated by the Board in this proxy statement for election at the 2023 Annual Meeting) intends to tender his or her resignation following the 2023 Annual Meeting if he or she is a member of the Board at that time. The Board intends to accept such resignation of each Director, and the remainder of the Board intends to immediately reappoint each such Director to the declassified Board such that each member of the Board will serve a one-year term following the 2023 Annual Meeting and stand for election annually, beginning at the Company’s 2024 annual meeting of stockholders.

This Compensation Discussion and Analysis (“CD&A”) addresses our compensation philosophy and objectives with respect to our 2022 named executive officers: Bruce K. Lee, President and Chief Executive Officer; Bryan R. McKeag, Executive Vice President, Chief Financial Officer; Jay L. Kim, Executive Vice President, General Counsel, Chief Administrative Officer, and Corporate Secretary; David A. Prince, Executive Vice President, Head of Commercial Banking; and Kevin G. Quinn, Executive Vice President and Chief Banking Officer (collectively, the “Named Executive Officers”). The CD&A also covers compensation policies, elements of compensation, administration of compensation, risk considerations and the basis for compensation decisions for 2022.

For 2022, 80% of an executive’s annual cash incentive award was based on performance standards linked to profitability, credit quality and growth. Revenue and profitability were measured by pre-provision pre-tax net revenue and noninterest income. Credit quality was measured by the ratio of non-performing assets to total assets relative to peers and net charge-offs to average total loans relative to peers. Growth was measured by organic loan growth for all Named Executive Officers except for Mr. Prince, for whom it was measured by Commercial and Agricultural loan growth. The remaining 20% was based on a subjective assessment of a number of qualitative factors, including liquidity and capital management, operational execution, demonstrated leadership skill, and quantitative measures outside those taken into account in the performance standards. Target opportunities for Named Executive Officer incentive cash awards ranged from 50% to 100% of base salary, with the amount that could be earned ranging from 0% to 150% of target, in order to enhance the sensitivity of awards to performance. An executive’s total award is further adjusted using a multiplier based on HTLF’s return on average assets relative to peers. Targets for performance standards were determined taking into account a variety of data, including peer performance, HTLF’s historical performance and financial plan targets. The performance standards and qualitative factors utilized, as well as the allocation between performance standards and qualitative factors, are reviewed annually based on Company priorities and alignment with peers.

For long-term incentives, we use a balanced approach, with individual equity grants consisting of 40% time-based restricted stock units (“RSUs”) and 60% performance-based restricted stock units (“PSUs”). Annual RSU and PSU awards are typically made in the first quarter of the subsequent fiscal year. Initial awards are determined based on a target award amount, although no employees are entitled to a specific or minimum initial award amount. RSU awards vest ratably over three years generally contingent on employment. PSU awards are generally contingent upon employment for three years and contingent upon and subject to performance metrics using a three-year performance period to avoid excessive risk-taking for short-term results, while further encouraging long-term decision-making. This aligns with prevailing practices among our peer group, and avoids duplication of performance measures from our annual cash incentive awards. Vesting of PSUs occurs after HTLF and relevant peer data is available for the full performance period.

In formulating our performance-based compensation programs, including those for our executive officers, the Compensation Committee considers the risk created by tying compensation to financial goals, including the risk of encouraging short-term behavior by tying a portion of compensation to annual goals, and the risks presented by encouraging higher earnings and asset and deposit growth. The Compensation Committee is guided by the Guidance on Sound Incentive Compensation Policies jointly issued by the financial institution regulatory agencies in 2010, which establishes a framework for assessing the soundness of incentive compensation plans, programs and arrangements maintained by financial institutions, and encourages balanced risk-taking incentives compatible with effective controls and risk management and with general principles of strong corporate governance. The Compensation Committee meets with HTLF’s Chief Risk Officer annually and discusses the assessment and management of any risks presented by its incentive compensation programs, including both annual and long-term incentives.

The Chief Risk Officer and Enterprise Risk Management perform an annual review of incentive compensation plans as part of a formal risk assessment in compliance with regulatory guidance. This risk review utilizes a formalized framework, taking a comprehensive approach that reviews governance and oversight, compensation philosophy, incentive plan metrics and standards, plan administration and controls, plan changes, inherent risks, mitigating controls, and resulting residual risks. The risk assessment results are presented to the Compensation Committee by the Chief Risk Officer. The risk assessment evaluates whether incentive compensation arrangements for Named Executive Officers and other members of senior management are appropriately balanced, focused on long-term value creation, and do not encourage inappropriate or excessive risk-taking. We believe that tying a substantial portion of total direct compensation to long-term incentives keeps the Named Executive Officers focused on HTLF’s long-term value creation rather than short-term results. Our incentive compensation programs are further designed with risk mitigating features such as performance standards that account for quality of growth and a clawback policy (as described below). The Compensation Committee has concluded that our compensation policies and practices are not likely to encourage inappropriate or excessive risk-taking.

Role of Management. Our management evaluates employee performance, establishes business and individual performance targets and objectives, and recommends salaries, cash incentive and equity awards. At the request of the Compensation Committee, our CEO and Chief Human Resources Officer provide information regarding our strategic objectives, evaluations of executive officers’ performance, and compensation recommendations for executive officers other than themselves. Our CEO and Chief Human Resources Officer do not approve the compensation arrangements of any Named Executive Officers or participate in the formulation of their own compensation, and are not present at meetings or portions of meetings where their own compensation is discussed or approved.

NAME

CITY, STATE

TICKER

NAME

CITY, STATE

TICKER

Ameris Bancorp

Atlanta, GA

ABCB

Associated Banc-Corp

Green Bay, WI

ASB

Bank OZK

Little Rock, AR

OZK

Banner Corp

Walla Walla, WA

BANR

Cathay General Bancorp

Los Angeles, CA

CATY

CVB Financial Corp.

Ontario, CA

CVBF

Enterprise Financial Services

St. Louis, MO

EFSC

First Financial Bancorp

Cincinnati, OH

FFBC

First Financial Bankshares

Abilene, TX

FFIN

First Interstate BancSystem

Billings, MT

FIBK

First Merchants Corporation

Muncie, IN

FRME

Glacier Bancorp Inc.

Kalispell, MT

GBCI

Hope Bancorp

Los Angeles, CA

HOPE

Independent Bk Group Inc.

McKinney, TX

IBTX

Pacific Premier Bancorp

Irvine, CA

PPBI

Renasant Corp.

Tupelo, MS

RNST

Simmons First National Corp.

Pine Bluff, AR

SFNC

Trustmark Corp

Jackson, MS

TRMK

United Bankshares Inc.

Charleston, WV

UBSI

United Community Banks Inc.

Blairsville, GA

UCBI

Washington Federal Inc.

Seattle, WA

WAFD

WesBanco, Inc.

Wheeling, WV

WSBC

Consideration of Advisory Vote. We annually submit our executive compensation arrangements to stockholders for a non-binding, advisory vote. The Compensation Committee believes that an annual “say on pay” vote provides it with more direct and current input regarding the effectiveness of the executive compensation program. At our last Annual Meeting, 88% of the votes cast by stockholders who voted on our advisory “say on pay” proposal approved the 2021 compensation of our Named Executive Officers. Although the Compensation Committee interprets this high level of approval as an indication of our stockholders’ endorsement of our compensation program as a whole, it also recognizes that an effective compensation program must continue to evolve and change as needed to keep it both competitive in the marketplace and aligned with market practices and stockholder expectations.

The annual incentive calculation is further adjusted by a return on average assets (“ROAA”) modifier, which is applied to the overall award resulting from the above calculations. If HTLF’s ROAA is equal to or below the 25th percentile of the peer group, the overall award is decreased by 25%, if it is equal to the 50th percentile, no adjustment is made, and if HTLF’s ROAA equals or exceeds the 75th percentile, the overall award is increased by 25%, in each case with results in between these being interpolated. After adjusting for costs related to HTLF’s charter consolidation project, HTLF’s 2022 ROAA was equal to the 28th percentile of peers for 2022; therefore each Named Executive Officer’s annual cash incentive was reduced by 22%.

Organic loan growth was included as a performance measure with a weighing of 20% for each of our Named Executive Officers. Organic loan growth is a non-GAAP measure defined as growth in all portfolios, excluding Paycheck Protection Program (“PPP”) loans, purchased government guaranteed loans, acquired loans, and loan reclassified to held for sale. PPP loans were excluded because they represented a one-time component of loan origination during the pandemic, and therefore their absence in 2022 was not a reflection on loan origination performance. Mr. Prince’s organic loan growth measure excluded changes in the residential mortgage and consumer loan portfolios due to his role being focused entirely on HTLF’s commercial lending. 2022 targets were set at an amount that represented a 12% increase over 2021.

The Compensation Committee awarded Mr. Lee a payout at 140% on qualitative factors based on his strong leadership during the year, including his role in shaping and executing on a long-term strategic plan, navigating through organizational transitions that included projects such as charter consolidation, achieving strong operating results, and providing overall leadership for HTLF’s ESG program, including its DEI initiatives. The Compensation Committee awarded Mr. McKeag a payout at 110% on qualitative factors based on his successful completion of strategic initiatives, and efforts related to charter consolidation. The Compensation Committee awarded Mr. Prince a payout at 135% on qualitative factors based upon his individual leadership and results related to increasing commercial loan growth. The Compensation Committee awarded Mr. Kim a 135% payout on qualitative factors for successfully leading the charter consolidation project, achieving successful resolution of several important disputes, and successfully supporting ESG initiatives through his co-chairing of the ESG Steering Committee. The Compensation Committee awarded Mr. Quinn a 135% payout on qualitative factors related to his overall leadership and operational execution improvements that contributed directly to improving HTLF’s efficiency and strategically aligning HTLF’s subsidiary banks as part of charter consolidation.


Mr. Quinn
Performance Standard	Weighting		2022 Target			2022 Result			2022 Score
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)(1)	35	%	$	273,000		$	295,749		142	%
Noninterest Income(2)	10	%	$	135,000		$	129,311		78	%
Nonperforming Assets to Total Assets	7.5	%	0.29		%	0.33		%	55	%
Net Charge-offs as a Percent of Average Loans	7.5	%	0.06		%	0.11		%	—	%
Organic Loan Growth(3)	20	%	$	1,220,000		$	1,544,702		150	%
Qualitative Factors	20	%	100		%	135		%	135	%
Return on Average Assets Multiplier									78	%
Final 2022 score									93	%

(1) Refer to the table, “Calculation of Measures Used for Annual Incentive Awards - Adjusted Core Pre-Provision Pre-Tax Net Revenue”.
(2) Refer to the table, “Calculation of Measures Used for Annual Incentive Award - Adjusted Noninterest Income”.
(3) Refer to the table, “Calculation of Measures Used for Annual Incentive Award - Organic Loan Growth”.

The Compensation Committee reviewed and approved two adjustments to pre-provision pre-tax net revenue in computing PPNR. The first adjustment approved was for the cost of investments in tax credit transactions, the costs of which are part of the initial calculation of PPNR even though the offsetting tax benefits are not included in PPNR because it is a pre-tax calculation. Adjustments were also made related to the impact of charter consolidation costs. Both of these adjustments ensure that management is not unfairly penalized for making decisions that we believe will have a long-term benefit, but which have a negative impact in the current year. For example, charter consolidation is anticipated to have a $20 million annual savings for HTLF, but represents a cost in the current year.


Organic Loan Growth
(dollars in thousands)	Balance as of 12/31/2021 (GAAP)		Purchased Loans		Balance as of 12/31/2022 (GAAP)		Total Change (GAAP)		Change exclusive of PPP loans and purchased government guaranteed loans		Change exclusive of PPP loans, purchased government guaranteed loans, residential mortgages and consumer loans
Commercial and industrial	$	2,645,085	$	16,644	$	3,464,414	$	819,329	$	802,685	$	802,685
PPP	199,883		—		11,025		(188,858)		—		—
Owner occupied commercial real estate	2,240,334		38,129		2,265,307		24,973		(13,156)		(13,156)
Non-owner occupied commercial real estate	2,010,591		22,876		2,330,940		320,349		297,473		297,473
Real estate construction	856,119		—		1,076,082		219,963		219,963		219,963
Agricultural and agricultural real estate	753,753		40,287		920,510		166,757		126,470		126,470
Residential mortgage	829,283		—		853,361		24,078		24,078		—
Consumer	419,524		—		506,713		87,189		87,189		—
Total	$	9,954,572	$	117,936	$	11,428,352	$	1,473,780	$	1,544,702	$	1,433,435

Long-Term Incentive Compensation. The Compensation Committee believes that equity compensation is an effective tool for both retention of management, and to align management incentives with the long-term interests of stockholders. The Compensation Committee annually grants our executives, including our Named Executive Officers, a combination of RSUs that vest based on time and continued employment, and PSUs that must be earned based upon performance and continued employment. Annual RSU and PSU awards are typically made in the first quarter of the year based on target values set for the previous year. Initial RSUs are determined based on a target award amount and PSUs are based on target performance, although no employees are entitled to a specific or minimum initial award amount. RSUs vest in three equal annual installments generally contingent on employment, starting one year after the date of grant, and becoming fully vested three years after the grant date. PSUs are generally contingent upon employment for three years and vest based on achievement of

In appropriate circumstances, the Compensation Committee may make awards to individuals, including the Named Executive Officers, to recognize extraordinary effort or performance not fully measured through the Company’s annual or long-term incentive plans, or to address unique situations or ensure retention. In 2022, the Compensation Committee made an award of RSUs to Mr. Kim related to his promotion to Chief Administrative Officer, and made stock option awards to each of Messrs. Kim, Prince and Quinn. These awards related to extraordinary efforts on the part of these individuals during the year, and were also intended to address market competitiveness and other retention issues. The Compensation Committee structured the awards as stock options due to the fact that the ten-year exercise period provides retentive value to the Company over a longer term, and the nature of stock options further aligns the recipients with the long-term interests of stockholders by correlating the value of the award to the recipient with HTLF’s long-term stock price. The stock option awards vest ratably over a four year period. The exercise price for each stock option awarded is equal to the closing price of the Company’s common stock on the grant date. We prohibit the repricing of stock options without the approval of stockholders.

HTLF is a majority owner of a Cessna business jet. The aircraft is used to transport personnel to meetings at HTLF locations which have a large geographic spread and include difficult-to-reach locations. The aircraft also provides transportation for HTLF executives to business meetings, transports HTLF executives and directors, and is used for business development purposes. It is our policy that the aircraft is not to be utilized for personal benefit; however, on occasion, and subject to applicable regulations, an executive officer’s or a director’s family member may board a flight if an empty seat is available on a regularly-scheduled business flight. We believe such usage does not create any incremental cost to HTLF, and there was no such usage in 2022.

Stock Ownership Guidelines. To further reinforce the link between executives and stockholders, in 2022 the Compensation Committee adopted stock ownership requirements applicable to all executive officers. Under these guidelines, our CEO is required to beneficially own stock equal to five times his base salary, and other executive officers are required to beneficially own stock equal to two times each of their base salary. Compliance with these guidelines is required by the later of (i) five years from the adoption of the ownership guidelines, or (ii) five years from the individual being named an executive officer. In addition, Directors are required to beneficially own common stock with a value of at least three times their annual total cash and equity compensation within five years of being named a director. All Directors with more than five years of service are in compliance with this requirement.

Clawback Policy. It is in the best interests of HTLF and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces HTLF’s pay-for-performance compensation philosophy. Accordingly, the Compensation Committee adopted a clawback policy which provides for the recoupment of performance-based cash and equity incentive compensation from certain employees, including each of our executive officers, in the event of an accounting restatement or ethical violation resulting from material noncompliance with financial reporting requirements under U.S. federal securities laws and/or as a result of a wrongful act. All RSU and PSU agreements contain clawback provisions that allow any amount or benefit received to be canceled, recouped, rescinded, or otherwise reduced. We intend to revise our clawback policy to be compliant with the requirements of Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), following the adoption of a final clawback rule by Nasdaq.


Name & Principal Position	Year	Salary (1)		Stock Awards (2)(3)		Option Awards (4)		Non-Equity Incentive Plan Compensation		All Other Compensation (5)		Total
Bruce K. Lee	2022	$	850,000	$	1,286,285	$	—	$	794,385	$	125,208	$	3,055,878
President	2021	$	825,000	$	1,224,086	$	—	$	688,567	$	114,637	$	2,852,290
Chief Executive Officer	2020	$	731,250	$	823,760	$	—	$	565,864	$	125,008	$	2,245,882
Bryan R. McKeag	2022	$	455,013	$	381,581	$	—	$	244,125	$	50,387	$	1,131,106
Executive Vice President	2021	$	436,250	$	380,819	$	—	$	228,974	$	45,592	$	1,091,635
Chief Financial Officer	2020	$	405,000	$	234,308	$	—	$	182,531	$	51,130	$	872,969
Jay L. Kim(6)	2022	$	380,835	$	241,276	$	98,845	$	185,352	$	37,164	$	943,472
Executive Vice President, General Counsel	2021	$	—	$	—	$	—	$	—	$	—	$	—
Chief Administrative Officer	2020	$	—	$	—	$	—	$	—	$	—	$	—
David A. Prince	2022	$	406,000	$	302,652	$	103,778	$	189,059	$	39,604	$	1,041,093
Executive Vice President	2021	$	396,250	$	314,187	$	—	$	159,776	$	37,063	$	907,276
Head of Commercial Banking	2020	$	367,500	$	194,052	$	—	$	133,219	$	40,705	$	735,476
Kevin G. Quinn(6)	2022	$	426,667	$	216,917	$	108,726	$	239,104	$	62,110	$	1,053,524
Executive Vice President	2021	$	—	$	—	$	—	$	—	$	—	$	—
Chief Banking Officer	2020	$	—	$	—	$	—	$	—	$	—	$	—

(1) The amounts shown include amounts deferred at the discretion of the Named Executive Officer under our retirement plan and Deferred Compensation Plan.
(2) For 2021 and 2022, 60% of the stock awards made at target were PSUs and 40% were RSUs, and for 2020, PSUs and RSUs each represented 50% of the awards made at target. The target level of performance is 100% for all awards.
(3) The amounts shown represent the grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. With respect to the PSUs, the value reflected assumes that the target level of performance will be achieved; however, named executive officers may receive a maximum payout of 150% of target and an additional maximum TSR modifier of +25%. Assuming the maximum achievement of PSUs, the total value of all RSUs granted in 2022 is: $1,670,474 for Mr. Lee; $495,543 for Mr. McKeag, $283,457 for Mr. Kim, $393,044 for Mr. Prince, and $281,696 for Mr. Quinn. See the discussion of equity awards in Note 15 of our financial statements for the year ended December 31, 2022, contained in our Annual Report on Form 10-K, for all assumptions made in the valuation of the RSUs.
(4) The amounts shown represent the grant date fair value of stock options computed in accordance with FASB ASC Topic 718. See the discussion of equity awards in Note 15 of our financial statements for the year ended December 31, 2022, contained in our Annual Report on Form 10-K, for all assumptions made in the valuation of the stock options.
(5) The elements of “All Other Compensation” include company contributions to our 401(k) defined contribution plan, our non-qualified Deferred Compensation Plan, and payment of executive life insurance premiums for certain executives. For Mr. Lee, “All Other Compensation” includes payment of an auto allowance in 2022. For Mr. Quinn, “All Other Compensation” includes payment of an auto allowance and club dues. The table on the following page sets forth these amounts for each Named Executive Officer.
(6) Messrs. Kim and Quinn became Named Executive Officers in 2022.

The table below sets forth the components of All Other Compensation during 2022:


Name	Employer Contributions to 401(k) Retirement Plan		Employer Contributions to Non-Qualified Deferred Compensation Plan		Executive Split-Dollar Life Insurance Program		Perquisites(1)		Total
Bruce K. Lee	$	21,350	$	86,350	$	2,508	$	15,000	$	125,208
Bryan R. McKeag	$	21,350	$	26,529	$	2,508	$	—	$	50,387
Jay L. Kim	$	21,350	$	15,814	$	—	$	—	$	37,164
David A. Prince	$	21,350	$	18,254	$	—	$	—	$	39,604
Kevin G. Quinn	$	21,350	$	20,093	$	2,917	$	17,750	$	62,110

(1) Mr. Lee received a $15,000 auto allowance in 2022. Mr. Quinn received a $12,000 auto allowance and $5,750 of club dues in 2022. Each other Named Executive Officer had perquisites totaling less than $10,000 and, accordingly, those amounts are not included in this table as permitted by SEC rules.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities/ Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Bruce K. Lee
Annual Incentive		$	318,750	$	850,000	$	1,593,750
PSUs	03/15/22							5,783	15,420	28,913						$	768,379
RSUs	03/15/22											10,280				$	517,906
Bryan R. McKeag
Annual Incentive		$	103,129	$	275,010	$	515,644
PSUs	03/15/22							1,715	4,574	8,576						$	227,922
RSUs	03/15/22											3,050				$	153,659
Jay L. Kim
Annual Incentive		$	75,000	$	200,000	$	375,000
PSUs	03/15/22							635	1,693	3,174						$	84,362
RSUs	03/15/22											1,129				$	56,879
RSUs	08/01/22										—	2,375				$	100,035
Stock Options	12/01/22											—	6,452	$	48.79	$	98,845
David A. Prince
Annual Incentive		$	76,500	$	204,000	$	382,500
PSUs	03/15/22							1,361	3,628	6,803						$	180,783
RSUs	03/15/22											2,419				$	121,869
Stock Options	12/01/22											—	6,774	$	48.79	$	103,778
Kevin G. Quinn
Annual Incentive		$	96,750	$	258,000	$	483,750
PSUs	03/15/22							975	2,600	4,875						$	129,558
RSUs	03/15/22											1,734				$	87,359
Stock Options	12/01/22											—	7,097	$	48.79	$	108,726

(1) The amounts shown represent possible annual incentive cash awards that could have been earned in 2022. HTLF’s annual incentive program (including the applicable performance targets) is described in the section entitled “Annual Cash Incentive Awards” in the Compensation Discussion and Analysis above. Threshold amounts are calculated as the threshold performance for each component metric with the maximum negative ROAA modifier applied. The actual payments under this program are shown in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table above.
(2) The amounts shown represent PSUs granted in 2022. Threshold performance represents the lowest achievement with respect to EPS growth and the maximum negative adjustment based on TSR compared to peers. HTLF’s 2022 PSU grants (including the applicable performance targets and vesting schedules) are described in the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis above.


(3) The amounts shown represent RSUs and stock options granted in 2022. HTLF’s 2022 RSU grants (including the applicable vesting schedules) are described in the section entitled “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis above.
(4) The amounts shown represent the grant date fair value of RSUs, PSUs and stock options computed in accordance with FASB ASC Topic 718.


	Stock Options						Stock Awards
													Equity Incentive Plan Awards:
Name	Grant Date	Vested (#)	Unvested (#)(1)	Option Exercise Price ($)		Option Expiration Date	Grant Date	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)(2)		Grant Date	Number of unearned shares, units that have not vested (#)		Market or payout value of unearned shares or units that have not vested ($)(2)
Bruce K. Lee							3/15/22	10,280	(3)	$	479,254	3/15/22	15,420	(6)	$	718,880
							3/16/21	6,278	(3)	292,680		3/16/21	14,054	(7)	655,197
							3/17/20	4,216	(4)	196,550
							3/17/20	9,737	(5)	453,939
Bryan R. McKeag							3/15/22	3,050	(3)	142,191		3/15/22	4,574	(6)	213,240
							3/16/21	1,954	(3)	91,095		3/16/21	4,372	(7)	203,823
							3/17/20	1,199	(4)	55,897
							3/17/20	2,770	(5)	129,137
Jay L. Kim	12/01/22	—	6,452	$	48.79	12/1/32	3/15/22	1,129	(3)	52,634		3/15/22	1,693	(6)	78,928
							8/1/22	2,375	(8)	110,723		3/16/21	1,374	(7)	64,056
							3/16/21	614	(4)	28,625
David A. Prince	12/01/22	—	6,774	48.79		12/1/32	3/15/22	2,419	(3)	112,774		3/15/22	3,628	(6)	169,137
							3/16/21	1,612	(3)	75,151		3/16/21	3,607	(7)	168,158
							3/17/20	993	(4)	46,294
							3/17/20	2,294	(5)	106,946
Kevin G. Quinn	12/01/22	—	7,097	48.79		12/1/32	3/15/22	1,734	(3)	80,839		3/15/22	2,600	(6)	121,212
							3/16/21	837	(3)	39,021		3/16/21	1,874	(7)	87,366
							3/17/20	506	(4)	23,590
							3/17/20	1,168	(5)	54,452

(1) Awards of stock options become exercisable in four equal annual installments from the date of grant, subject generally to the continued employment of the executive officer.
(2) Market values for outstanding RSUs and PSUs are based on $46.62 per share, the closing price of HTLF shares of common stock on December 30, 2022 (the last trading day of the year).
(3) Reflects RSUs that vest in three equal installments on March 21st in the first, second and third years following the grant date, subject to the continued employment of the executive officer.
(4) Reflects RSUs that vest in three equal annual installments on March 6th in the first, second and third years following the grant date, subject to the continued employment of the executive officer.
(5) Reflects PSUs with a performance period of 2020-2022. The final award calculation was 77%, and these awards vested on February 28, 2023.
(6) Reflects PSUs assuming target performance, with a performance period of 2022-2024. Final award determination and vesting will be made after the completion of the 2024 performance year, generally subject to continued employment of the executive officer.
(7) Reflects PSUs assuming target performance, with a performance period of 2021-2023. Final award determination and vesting will be made after the completion of the 2023 performance year, generally subject to continued employment of the executive officer.
(8) Reflects RSUs that vest in three equal installments on August 1st, 2023, March 21, 2024, and March 21, 2025, subject to the continued employment of the executive officer.

At the time of the deferral election, participants must also select a distribution date and form of distribution:


*			Participants may not receive distributions for at least one year following the date on which the cash otherwise would have been paid out, except in the case of termination, retirement or death as described below.
*			Participants who are active employees may elect to receive distributions in a single payment or up to five annual installments, with a minimum deferral period of three years.
*			Upon termination other than for retirement or death, a participant’s deferred compensation payable in a lump sum will be paid out upon the later of January 1st of the calendar year following separation or the last business day of the sixth month following separation.


Non-qualified Deferred Compensation
Name	Balance at 1/1/2022		2022 Executive Contributions(1)		2022 Plan Earnings(2)		2022 Employer Contributions(3)		Balance at 12/31/2022(4)
Bruce K. Lee	$	588,669	$	167,628	$	(106,179)	$	86,350	$	736,468
Bryan R. McKeag	$	908,632	$	364,891	$	(215,598)	$	26,529	$	1,084,454
Jay L. Kim	$	29,082	$	34,050	$	(2,885)	$	15,814	$	76,061
David A. Prince	$	1,051,972	$	171,587	$	(193,104)	$	18,254	$	1,048,709
Kevin G. Quinn	$	160,367	$	59,204	$	(29,847)	$	20,093	$	209,817

(1) The amounts in this column are included in the “Salary” column in the Summary Compensation Table for 2022.
(2) The amounts in this column are not included in the “Salary” column in the Summary Compensation Table for 2022.
(3) The amounts in this column are included in the “All Other Compensation” column in the Summary Compensation Table for 2022.
(4) The amounts of $489,624, $710,473 and $885,709 with respect to Messrs. Lee, McKeag and Prince, respectively, were reported in the Summary Compensation Table in prior years.

Payments Made Upon Death. HTLF has a Split-Dollar Life Insurance Plan and an Executive Supplemental Life Insurance Plan (collectively, the “plans”) that provide death benefits to the designated beneficiaries of the officers who have been enrolled in the plans. Participation in these plans is limited to persons in the position of Executive Vice President, or higher, with at least three years of service. The combined death benefit under these plans is the least of (1) $1,000,000, (2) two times current compensation at the time of termination (salary plus cash incentive and commissions), or (3) 100% of the difference between total death proceeds payable under the policy and the cash surrender value of the policy. For those participants who entered the plans in 2008 or later (which includes all of our Named Executive Officers), this benefit continues for the officer when employment has terminated as a result of disability or a change in control. In January 2020, the Compensation Committee determined that no additional Split-Dollar Life Insurance purchases would be made.

Payments Made Upon Retirement. Upon a Qualifying Retirement, as defined below, unearned PSU awards, other than those made in 2022, will continue to remain outstanding until the date the Compensation Committee determines the number of PSUs earned, upon which date the earned PSUs will vest in the full amount that would have vested had they been employed through the end of the performance period. For awards of PSUs made in 2022, upon a Qualifying Retirement a pro-rated portion of the award will immediately vest in an amount based on performance through the end of the last fiscal quarter preceding the Qualifying Retirement. RSUs will vest in full as of the date of termination of service in the case of a Qualifying Retirement. A Qualifying Retirement is defined as reaching age 62 and having provided at least five years of service to HTLF, provided that retirees must execute a waiver of claims against HTLF, covenant not to compete with HTLF, and agree to maintain the confidentiality of our information, as a condition to acceleration. As of December 31, 2022, Messrs. Lee, McKeag and Quinn were eligible for a Qualifying Retirement.

Payments Made Upon Involuntary Termination without Cause (Not in Connection with a Change in Control). Our RSU and PSU awards provide for accelerated vesting upon involuntary termination without Cause, such as a branch closure or a Company-wide reduction in force, for those employees who have at least five years of service, have reached the age of 60, and who (i) execute a waiver of claims against HTLF, (ii) covenant not to compete with HTLF, and (iii) agree to maintain the confidentiality of our information. As of December 31, 2022, Messrs. Lee, McKeag, and Quinn would qualify for accelerated vesting of their RSUs and PSUs under these circumstances. Upon involuntary termination without Cause, as defined under “Payments Made upon Change in Control,” unearned PSU awards would continue to remain outstanding until the date the Compensation Committee determines the number of PSUs earned, upon which date the earned PSUs would vest. Earned RSUs would vest immediately upon termination.

Payments Made Upon Qualifying Termination in Connection with a Change of Control. As of December 31, 2022, each Named Executive Officer was party to a Change of Control Agreement. The agreements provide that, if the executive officer’s employment is terminated by HTLF other than for “Cause,” death or disability, or is terminated by the officer for “Good Reason,” within six months prior to, or 24 months after, a “Change of Control” of HTLF, then the executive officer is entitled to a special severance payment. The severance payment is equal to a severance multiple times the sum of (1) the executive officer’s salary, plus (2) the average of the three most recent bonuses paid to the executive officer. For Messrs. Lee and McKeag, the severance multiple is three times, and for Messrs. Kim, Prince, and Quinn, it is two times. The agreements also provide for continuation of health and welfare benefits with no employee contribution after termination for 12 months for Messrs. Kim, McKeag, Prince, and Quinn, and 18 months for Mr. Lee and for out-placement services or training in an amount not to exceed one-fourth of base compensation.

The agreements generally define “Cause” as (1) the continued willful failure, after 20 days’ notice, to perform employment obligations, (2) conviction of a felony or a crime of embezzlement or fraud, (3) breach of fiduciary responsibility, or (4) an act of dishonesty that materially injures HTLF. “Good Reason” under the agreements is generally defined to include (subject to certain notice and cure provisions) (1) a material and adverse diminution in the nature, scope or status of the officer’s position, including a failure to continue in the position as an executive officer of a public company, (2) a material reduction in base compensation, (3) a relocation of the primary place of employment by more than 50 miles or a material increase in travel obligations, (4) a failure by the acquiring entity to assume the agreement or to comply with the agreement, or (5) a material breach of the agreement. A “Change of Control” is generally defined in the agreements to include: (1) the acquisition by a person of 51% or more of HTLF’s voting securities; (2) the election of persons to constitute a majority of the Board who were not nominated by our Board or one of its committees; (3) the consummation of a merger where the prior stockholders do not hold at least 51% of the resulting entity; or (4) the liquidation or dissolution of HTLF.

The following table shows the value of potential payments and benefits to the Named Executive Officers upon involuntary termination, disability, death, retirement, or in connection with certain terminations related to a change in control of HTLF. The amounts shown assume that termination was effective as of December 30, 2022, the last business day of the fiscal year, and are estimates of the amounts that would be paid to the executives upon termination in addition to the base salary and other compensation earned by the executives during 2022. Because the calculations in the table are based upon SEC disclosure rules and made as of a specific date, there can be no assurance that an actual change of control, if one were to occur, would result in the same or similar compensation being paid, and the actual amounts to be paid can only be determined at the actual time of an executive’s termination.


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Name	Type of Payment	Payments Upon Death		Payments Upon Disability		Payments Upon Retirement(1)		Termination Payments Following Change of Control(2)		Involuntary Termination Without Cause (Not Following a Change of Control)
Bruce K. Lee	Disability Benefit(3)	$	—	$	240,000	$	—	$	—	$	—
	Cash Severance(4)	$	—	$	—	$	—	$	4,536,724	$	—
	Continued Health/Welfare Benefits(4)	$	—	$	—	$	—	$	7,369	$	—
	Out-Placement Counseling(5)	$	—	$	—	$	—	$	378,060	$	—
	Value of Acceleration of Stock Awards(6)	$	2,932,118	$	2,932,118	$	2,412,927	$	2,932,118	$	2,932,118
	Group Term Life Insurance	$	500,000	$	—	$	—	$	—	$	—
	Split-Dollar Life Insurance	$	1,000,000	$	—	$	—	$	—	$	—
Bryan R. McKeag	Disability Benefit(3)	$	—	$	240,000	$	—	$	—	$	—
	Cash Severance(4)	$	—	$	—	$	—	$	2,042,885	$	—
	Continued Health/Welfare Benefits(4)	$	—	$	—	$	—	$	13,884	$	—
	Out-Placement Counseling(5)	$	—	$	—	$	—	$	170,240	$	—
	Value of Acceleration of Stock Awards(6)	$	873,939	$	873,939	$	719,932	$	873,939	$	873,939
	Group Term Life Insurance	$	500,000	$	—	$	—	$	—	$	—
	Split-Dollar Life Insurance	$	1,000,000	$	—	$	—	$	—	$	—
Jay L. Kim	Disability Benefit(3)	$	—	$	240,000	$	—	$	—	$	—
	Cash Severance(4)	$	—	$	—	$	—	$	1,065,077	$	—
	Continued Health/Welfare Benefits(4)	$	—	$	—	$	—	$	8,516	$	—
	Out-Placement Counseling(5)	$	—	$	—	$	—	$	133,135	$	—
	Value of Acceleration of Stock Awards(6)	$	334,965	$	334,965	$	—	$	334,965	$	—
	Group Term Life Insurance	$	500,000	$	—	$	—	$	—	$	—
	Split-Dollar Life Insurance	$	—	$	—	$	—	$	—	$	—
David A. Prince	Disability Benefit(3)	$	—	$	240,000	$	—	$	—	$	—
	Cash Severance(4)	$	—	$	—	$	—	$	1,137,992	$	—
	Continued Health/Welfare Benefits(4)	$	—	$	—	$	—	$	22,090	$	—
	Out-Placement Counseling(5)	$	—	$	—	$	—	$	142,249	$	—
	Value of Acceleration of Stock Awards(6)	$	710,936	$	710,936	$	—	$	710,936	$	—
	Group Term Life Insurance	$	500,000	$	—	$	—	$	—	$	—
	Split-Dollar Life Insurance	$	—	$	—	$	—	$	—	$	—


POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
Name	Type of Payment	Payments Upon Death		Payments Upon Disability		Payments Upon Retirement(1)		Termination Payments Following Change of Control(2)		Involuntary Termination Without Cause (Not Following a Change of Control)
Kevin G. Quinn	Disability Benefit(3)	$	—	$	240,000	$	—	$	—	$	—
	Cash Severance(4)	$	—	$	—	$	—	$	1,133,677	$	—
	Continued Health/Welfare Benefits(4)	$	—	$	—	$	—	$	26,130	$	—
	Out-Placement Counseling(5)	$	—	$	—	$	—	$	141,710	$	—
	Value of Acceleration of Stock Awards(6)	$	422,750	$	422,750	$	335,208	$	422,750	$	422,750
	Group Term Life Insurance	$	500,000	$	—	$	—	$	—	$	—
	Split-Dollar Life Insurance	$	1,768,000	$	—	$	—	$	—	$	—


(1) For the purposes of the Value of Acceleration of Stock Awards row of this column, it has been assumed that all shares will be earned at target even those which as described above continue to be subject to the earning provisions as if the officer had continued employment with HTLF.
(2) Reflects the vesting of PSUs based on Target performance in accordance with the terms of the PSU awards.
(3) The disability benefit is shown as the annual maximum benefit available to each executive.
(4) Cash severance will be paid in equal monthly payments for the number of months specified for each executive officer as follows: Messrs. Lee and McKeag - 36 months, and Messrs. Kim, Prince, and Quinn - 24 months. The amount shown for each person does not reflect any adjustment that would be made in the event that any payment or distribution of any type would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended. The Change of Control Agreements also provide for continuation of health and welfare benefits after termination for 12 months for Messrs. Kim, McKeag, Prince, and Quinn, and 18 months for Mr. Lee.
(5) The amounts reflected are the maximum amounts allowed and are to be paid in the form of either (i) reimbursement of the expenses incurred for out-placement counseling within the 12-month period following the employment termination date, or (ii) a pre-paid executive level program.
(6) The amounts reflect the value of acceleration in the vesting of RSUs, PSUs and stock options and were determined by multiplying the number of shares that would vest (assuming target performance for all PSUs) by $46.62, the closing market price of a share of our common stock on December 30, 2022.

This pay ratio is a reasonable estimate calculated in good faith, in a manner consistent with Item 402(u) of Regulation S-K, based on our payroll and employment records and the methodology described above. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.


Year	Summary Compensation Table Total for Bruce K. Lee(1) ($)		Compensation Actually Paid to Bruce K. Lee 1, 2, 3 ($)		Average Summary Compensation Table Total for Non-PEO NEOs(1) ($)		Average Compensation Actually Paid to Non-PEO NEOs 1, 2, 3 ($)		Value of Initial Fixed $100 Investment based on: (4)				Net Income ($ Millions)		PPNR(5) ($ Millions)
									TSR ($)		Peer Group TSR ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2022	$	3,055,878	$	2,675,277	$	1,042,299	$	1,134,119	$	100.07	$	97.52	$	212.2	$	295.7
2021	$	2,852,290	$	3,100,827	$	1,041,819	$	1,112,786	$	106.17	$	124.06	$	219.9	$	265.7
2020	$	2,245,882	$	2,372,655	$	854,562	$	866,117	$	83.03	$	89.68	$	137.9	$	241.1

(1) Bruce K. Lee was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year are as follows: 2022-Bryan R. McKeag, Jay L. Kim, David A. Prince, and Kevin G. Quinn; 2021-Lynn B. Fuller, Bryan R. McKeag, David A. Prince, and Daniel C. Stevens; 2020-Lynn B. Fuller, Bryan R. McKeag, David A. Prince, and Daniel C. Stevens.
(2) The amounts shown for Compensation Actually Paid have been recalculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.
(3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Amounts shown in the Exclusion of Stock Awards and Option Awards columns below are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table contained in our Proxy Statement for the respective reporting year. Amounts in the Inclusion of Equity Values below are not reported elsewhere and have been calculated in accordance with FASB ASC Topic 718.

(4) The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2022. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Nasdaq Bank Index, respectively. Historical stock performance in not necessarily indicative of future stock performance.

(5) We determined adjusted core pre-provision pre-tax net revenue (“PPNR”) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2022. See the reconciliation of our comparable GAAP financial measures to PPNR in the table below.

Directors and officers of HTLF and our subsidiaries, and their associates, were customers of and had banking transactions with one or more of HTLF’s subsidiaries during 2022. Additional transactions may be expected to take place in the future. All outstanding loans, commitments to loan, transactions in repurchase agreements, certificates of deposit and depository relationships, in the opinion of management, were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present other unfavorable features. All such loans are approved by the subsidiary bank’s Board of Directors in accordance with the bank regulatory requirements. For such purposes, a “related person” includes any officer or director, or any nominee for director, of HTLF, any holder of 5% or more of our common stock, or any immediate family member of those persons. In addition to such lending transactions, we engaged in the following transactions with named executive officers, directors and members of their families during the past fiscal year:

On December 14, 2022, HTLF entered into an Agreement with certain of its stockholders, including Lynn B. Fuller (collectively, the “Stockholder Group”), pursuant to which Mr. Fuller agreed to resign from the Board of HTLF, and each member of the Stockholder Group agreed to promptly terminate the Stockholder Group. In addition, each member of the Stockholder Group agreed to certain restrictions related to, among other things, (a) purchasing or selling short voting securities of HTLF, or soliciting proxies or entering into any voting arrangement with respect to them, (b) seeking or submitting any nomination or otherwise seeking representation on HTLF’s board, (c) proposing or encouraging any merger, acquisition or similar transaction related to HTLF, (d) calling a special meeting, or (e) making any request for HTLF’s books and records. In exchange, HTLF agreed to reimburse members of the Stockholder Group for out-of-pocket fees and expenses of legal and financial advisors in the amount of $456,785.


o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Pursuant to Section 240.14a-12


TABLE OF CONTENTS						Page #

Stockholder Letter
Notice of Annual Meeting of Stockholders
Proxy Highlights
Proxy Statement						1
Proposal 1 - Election of Directors						6
Corporate Governance and the Board of Directors						10
Environmental, Social, and Governance (“ESG”) Matters						17
Security Ownership of Certain Beneficial Owners and Management						19
Delinquent Section 16 (a) Reports						20
Proposal 2 - Management Proposal to Declassify our Board of Directors						21
Proposal 3 - Non-binding advisory Vote on Executive Compensation						22
Named Executive Officer Compensation						22
Compensation Discussion and Analysis						22
Summary Compensation Table						34
Grants of Plan-Based Awards						36
Outstanding Equity Awards at Fiscal Year End						37
Stock Vested						38
Non-qualified deferred compensation						38
Potential Payments Upon Termination or Change in Control						39
Pay Ratio Disclosure						42
Pay vs Performance						44
Related Person Transactions						48
Proposal 4 - Non-binding advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation						49
Proposal 5 - Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023						49
Audit Committee Report						50
Relationship with Independent Registered Public Accounting Firm						51
Other Matters						52
Appendix A - Amended and Restated Certificate of Incorporation						i


PROPOSAL 1	ELECTION OF DIRECTORS
Elect four individuals to serve as Class III Directors for a three-year term ending in 2026	þ	The Board of Directors recommends that you vote your shares FOR each of the nominees.


Board Diversity Matrix (As of January 31, 2023)
	Female	Male
Total Number of Directors	10
Part I: Gender Identity
Directors	3	7
Part II: Demographic Background
African American or Black	1
White	2	7


*			discharge the responsibilities of the Board relating to the compensation of the Company’s executive officers, including the President and Chief Executive Officer;
*			evaluate and make recommendations to the Board relating to the compensation of individuals serving as directors of the Company;
*			direct the preparation of and approve an Annual Report on Executive Compensation for inclusion in the Company’s proxy statement in accordance with all applicable rules and regulations;
*			identify individuals qualified to become members of the Board of Directors and select such individuals as director nominees for the next Annual Meeting of Stockholders; and
*			develop and establish corporate governance policies and procedures for the Company.


x			No fee required
o			Fee paid previously with preliminary materials.







o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


*			highest personal and professional ethics, integrity and values;
*			sufficient educational and professional background to enable them to understand the Company’s business;
*			exemplary management and communication skills;
*			demonstrated leadership skills;
*			sound judgment in their professional and personal life;
*			a commitment to representing the long-term interests of all the Company’s stockholders;
*			a strong sense of service to the communities which we serve; and
*			ability to meet the standards and duties set forth in the Company’s Code of Business Conduct and Ethics.


*			senior corporate leadership experience;
*			experience with publicly held companies of a similar or larger size than HTLF; and
*			unique perspective by virtue of their race, gender, ethnicity, geographic or other meaningful differences.


Compensation Elements
Annual Independent Board Chair Retainer	$	50,000	(1)(2)
Annual Board Member Retainer	$	47,500	(2)
Annual Board Member Equity Award	$	60,000	(3)
Annual Committee Chair Retainer	$	10,000	(2)
Annual Committee Member Retainer	$	7,500	(2)

(1) Instituted in 2022 following the election of an independent Board chair
(2) Directors may elect to receive the retainer in RSUs or cash
(3) Payable only in RSUs


PROPOSAL 2	MANAGEMENT PROPOSAL TO DECLASSIFY OUR BOARD OF DIRECTORS
Management proposal to declassify our Board of Directors	þ	The Board of Directors recommends that you vote your shares FOR this proposal to declassify our Board of Directors.


PROPOSAL 3	NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
Non-binding, advisory vote on executive compensation	þ	The Board of Directors recommends that you vote your shares FOR the approval of HTLF’s executive compensation.


*			Annual net income available to common stockholders of $204.1 million or $4.79 per diluted common share.
*			Total year-end assets increased to $20.24 billion, an increase of $970 million or 5% from December 31, 2021.
*			Loan growth of $1.47 billion or 14.8%.
*			Total deposit growth of $1.10 billion or 6.7%.
*			Net interest margin improved to 3.32% compared from 3.29% for 2021.
*			Return on average common equity of 11.74%, a substantial improvement from 10.49% for 2021.
*			Continued strong credit quality, with 30-89 day delinquencies of 0.04% of total loans as of December 31, 2022.


(1) TSR assumes an initial investment of $100 at the start of year one (2020) and reflects the annual change in such investment as a result of annual TSR.
(2) Represents Mr. Lee’s Total Compensation in each of the 2020, 2021 and 2022 fiscal years as disclosed in the Summary Compensation Table.
(3) Reflects the 50th percentile of the peer group used to set HTLF’s 2022 compensation, which is described later in this Compensation Discussion and Analysis.


*			financial reports covering, among other things, historical and year-to-date financial performance vs. the financial plan and financial performance vs. a defined peer group;
*			individual performance assessments of the Chief Executive Officer and other Named Executive Officers;
*			reports on HTLF’s strategic objectives and future financial plans;
*			compensation best practices in the financial services industry;
*			agreements and other plan documents regarding compensation;


2022 CEO Total Target Direct Compensation Mix - Bruce K. Lee
Fixed Compensation	Amount		% of Total Compensation
Year-End Base Salary	$	850,000	28	%
Total Fixed Compensation	$	850,000	28	%

Variable-Based Compensation	Amount		% of Total Compensation
Annual Cash Incentive Award	$	850,000	28	%
Long-Term Equity Incentive - PSUs	$	768,379	27	%
Long-Term Equity Incentive - RSUs	$	517,906	17	%
Total Variable-Based Compensation	$	2,136,285	72	%
Total Direct Compensation	$	2,986,285	100	%


Sincerely,


CLASS III


Officer	2022		2021
Bruce K. Lee	$	850,000	$	825,000
Bryan R. McKeag	$	455,013	$	436,250
Jay L. Kim(1)	$	380,835	$	—
David A. Prince	$	406,000	$	396,250
Kevin G. Quinn(1)	$	426,667	$	—

(1) Messrs. Kim and Quinn became Named Executive Officers in 2022 and therefore their 2021 base salaries are not included.


Mr. Lee
Performance Standard	Weighting		2022 Target			2022 Result			2022 Score
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)(1)	35	%	$	273,000		$	295,749		142	%
Adjusted Noninterest Income(2)	10	%	$	135,000		$	129,311		78	%
Nonperforming Assets to Total Assets	7.5	%	0.29		%	0.33		%	55	%
Net Charge-offs as a Percent of Average Loans	7.5	%	0.06		%	0.11		%	—	%
Organic Loan Growth(3)	20	%	$	1,220,000		$	1,544,702		150	%
Qualitative Factors	20	%	100		%	140		%	140	%
Return on Average Assets Multiplier									78	%
Final 2022 score									93	%


Mr. McKeag
Performance Standard	Weighting		2022 Target			2022 Result			2022 Score
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)(1)	35	%	$	273,000		$	295,749		142	%
Adjusted Noninterest Income(2)	10	%	$	135,000		$	129,311		78	%
Nonperforming Assets to Total Assets	7.5	%	0.29		%	0.33		%	55	%
Net Charge-offs as a Percent of Average Loans	7.5	%	0.06		%	0.11		%	—	%
Organic Loan Growth(3)	20	%	$	1,220,000		$	1,544,702		150	%
Qualitative Factors	20	%	100		%	110		%	110	%
Return on Average Assets Multiplier									78	%
Final 2022 score									89	%


Mr. Kim
Performance Standard	Weighting		2022 Target			2022 Result			2022 Score
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)(1)	35	%	$	273,000		$	295,749		142	%
Adjusted Noninterest Income(2)	10	%	$	135,000		$	129,311		78	%
Nonperforming Assets to Total Assets	7.5	%	0.29		%	0.33		%	55	%
Net Charge-offs as a Percent of Average Loans	7.5	%	0.06		%	0.11		%	—	%
Organic Loan Growth(3)	20	%	$	1,220,000		$	1,544,702		150	%
Qualitative Factors	20	%	100		%	135		%	135	%
Return on Average Assets Multiplier									78	%
Final 2022 score									93	%


Mr. Prince
Performance Standard	Weighting		2022 Target			2022 Result			2022 Score
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)(1)	35	%	$	273,000		$	295,749		142	%
Adjusted Noninterest Income(2)	10	%	$	135,000		$	129,311		78	%
Nonperforming Assets to Total Assets	7.5	%	0.29		%	0.33		%	55	%
Net Charge-offs as a Percent of Average Loans	7.5	%	0.06		%	0.11		%	—	%
Organic Loan Growth(3)	20	%	$	1,125,000		$	1,433,435		150	%
Qualitative Factors	20	%	100		%	135		%	135	%
Return on Average Assets Multiplier									78	%
Final 2022 score									93	%


Adjusted Core Pre-Provision Pre-Tax Revenue
	For the Year Ended December 31, 2022
Net income (GAAP)	$	212,180
Provision for credit losses	15,370
Income taxes	55,573
Pre-Provision Pre-Tax Net Revenue	283,123
Partnership investments in tax credit projects	5,040
Acquisition, integration and restructuring costs	7,586
Adjusted Core Pre-Provision Pre-Tax Net Revenue (non-GAAP)	$	295,749


Adjusted Noninterest Income
	For the Year Ended December 31, 2022
Total noninterest income (GAAP)	$	128,264
Securities losses, net	425
Unrealized loss on equity securities	622
Adjusted Noninterest income (non-GAAP)	$	129,311


Members of the Compensation, Nominating and Corporate Governance Committee,

Thomas L. Flynn
Jennifer K. Hopkins
Christopher S. Hylen
Martin J. Schmitz
Kathryn Graves Unger
Duane E. White (Chair)


	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
Bruce K. Lee	15,689	$	774,812
Bryan R. McKeag	5,695	281,359
Jay L. Kim	302	15,200
David A. Prince	4,715	232,941
Kevin G. Quinn	3,138	155,044

(1) The amounts in this column were calculated by multiplying the number of vested shares by the closing price per share of HTLF common stock on the dates the shares vested.


Fund Name	2022 Rate of Return		Fund Name	2022 Rate of Return
Money Market Taxable	1.60	%	High-Yield Bond	(11.39)	%
Short-Term Bond	(4.49)	%	Emerging Markets Bond	(17.53)	%
Inflation-Protected Bond	(11.89)	%	Intermediate Core Bond	(13.16)	%
Intermediate Core Plus Bond	(14.79)	%	Global Bond	(5.79)	%
Allocation 30-50% Equity	(9.01)	%	Mid-Cap Value	(6.96)	%
Large Value	(2.05)	%	Small Blend	(16.12)	%
Large Blend	(18.13)	%	Foreign Large Blend	(16.01)	%
Mid-Cap Growth	22.41	%	Large Growth	(31.08)	%
Foreign Small/Mid Growth	(30.94)	%	Foreign Large Growth	(22.72)	%
Commodities Broad Basket	8.85	%	Diversified Emerging Markets	(10.74)	%
Allocation 50-70% Equity	(16.56)	%	Real Estate	(24.70)	%


*			In connection with a participant’s retirement or separation from service, he or she may elect to receive distributions in a single payment or up to ten annual installments.
*			Upon the death of a participant, all remaining vested account balances will be paid to his or her beneficiary in a single lump sum no later than December 31st of the calendar year following the year of the participant’s death.


Year	Summary Compensation Table Total for Bruce K. Lee ($)		Exclusion of Stock Awards and Option Awards for Bruce K. Lee ($)		Inclusion of Equity Values for Bruce K. Lee ($)		Compensation Actually Paid to Bruce K. Lee ($)
2022	$	3,055,878	$	(1,286,285)	$	905,684	$	2,675,277
2021	$	2,852,290	$	(1,224,086)	$	1,472,623	$	3,100,827
2020	$	2,245,882	$	(823,760)	$	950,533	$	2,372,655


Year	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($)		Average Inclusion of Equity Values for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	$	1,042,299	$	(363,444)	$	455,264	$	1,134,119
2021	$	1,041,819	$	(341,049)	$	412,016	$	1,112,786
2020	$	854,562	$	(187,636)	$	199,191	$	866,117


Year	Year-End Fair Value of Equity Awards Granted During Year that Remain Unvested as of Last Day of Year for Bruce K. Lee ($)		Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Bruce K. Lee ($)		Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Bruce K. Lee ($)		Total-Inclusion of Equity Values for Bruce K. Lee ($)
2022	$	1,165,725	$	(260,018)	$	(23)	$	905,684
2021	$	1,184,798	$	187,350	$	100,475	$	1,472,623
2020	$	990,077	$	460	$	(40,004)	$	950,533


Year	Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($)		Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($)		Total-Average Inclusion of Equity Values for Non-PEO NEOs ($)
2022	$	500,718	$	(46,425)	$	971	$	455,264
2021	$	330,103	$	44,002	$	37,911	$	412,016
2020	$	225,519	$	(5,286)	$	(21,042)	$	199,191


Reconciliation of Non-GAAP Measure-Adjusted Core Pre-Provision Pre-Tax Net Revenue
	For the Year Ended December 31,
	2022		2021		2020
Net income (GAAP)	$	212,280	$	219,923	$	137,938
Provision (benefit) for credit losses	15,370		(17,575)		67,066
Income taxes	55,573		55,335		36,053
Pre-provision pre-tax revenue	283,223		257,683		241,057
Partnership investment in tax credit projects	5,040		6,303		—
Acquisition costs	7,586		—		—
IT project write-offs	—		1,743		—
Adjusted core pre-provision pre-tax net revenue (non-GAAP)	$	295,849	$	265,729	$	241,057


*			EPS Growth
*			Loan Growth
*			Noninterest Income
*			PPNR
*			Return on Average Assets
*			Total Stockholder Return


PROPOSAL 4	NON-BINDING, ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Non-binding, advisory vote on the frequency of future advisory votes on executive compensation	þ	The Board of Directors recommends that you vote your shares for “1 YEAR” for the frequency of future advisory Say on Pay votes.


PROPOSAL 5	RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023	þ	The Board of Directors recommends that you vote your shares FOR ratification of the appointment of KPMG LLP as our independent registered public accounting firm.


*			reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2022, with management and KPMG LLP, our independent registered public accounting firm;
*			discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC; and
*			received the written disclosures and the letter from KPMG LLP, in accordance with the applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and discussed with KPMG LLP its independence.