htlf-20230426

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:


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

HEARTLAND FINANCIAL USA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check all boxes that apply):


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.

April 27, 2023

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Heartland Financial USA, Inc. The Annual Meeting will be a virtual meeting of stockholders conducted exclusively online via webcast, on Wednesday, June 14, 2023, at 1:00 p.m. Mountain Time. 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 (the “Internet Notice”).

At our Annual Meeting, we will discuss and vote on the matters described in the proxy materials. Your vote is important, regardless of the number of shares you own.

If you are sent an Internet Notice but would prefer to receive the traditional printed proxy materials free of charge, please follow the instructions on the Internet Notice to request the printed materials via U.S. mail. If you received the traditional printed proxy materials in lieu of the Internet Notice, you may vote your shares online, by telephone, or by mail by following the instructions on the proxy card.


Sincerely,


John K. Schmidt
Chairman


Bruce K. Lee
President and CEO

1800 Larimer Street, Suite 1800 · Denver, Colorado 80202 · (303) 285-9200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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.

þ The Board of Directors recommends a vote “FOR” the four Class III nominees for election as Directors for a three-year term ending 2026, as listed in the proxy statement, and a vote “FOR” Proposals 2, 3, and 5, and “1 Year” for Proposal 4.

By Order of the Board of Directors:

Jay L. Kim, Corporate Secretary

Denver, Colorado

April 27, 2023

The prompt return of proxies will save us the expense of further requests for proxies to ensure a quorum at the Annual Meeting. You may access our proxy materials and vote your shares online by following the instructions on the Internet Notice. If you receive a proxy card, you may vote your shares online, by telephone, or by mail by following the instructions on your proxy card. If you hold shares through a broker or other nominee, please follow the voting instructions provided to you by that broker or other nominee.

Important notice regarding the availability of proxy materials for the Annual Meeting of Stockholders to be held on Wednesday, June 14, 2023. The proxy statement and Annual Report to Stockholders are available through the Investor Relations section of HTLF’s website at ir.htlf.com.


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


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.

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Heartland Financial USA, Inc. (“HTLF,” the “Company” or “we”) of proxies to be voted at the 2023 Annual Meeting of Stockholders (the “Annual Meeting”). 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 on Wednesday, June 14, 2023, at 1:00 p.m. Mountain Time, or at any adjournments or postponements of the meeting. We first mailed this proxy statement and proxy card on or about April 27, 2023.

Please read this proxy statement carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares at the Annual Meeting. The following information regarding the meeting and the voting process is presented in a question and answer format.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

WHY AM I RECEIVING THIS NOTICE OR PROXY STATEMENT AND PROXY CARD?

You are receiving proxy materials from us because on April 17, 2023, which is the record date for the Annual Meeting, you owned shares of our common stock. This proxy statement describes the matters that will be presented for a vote by the stockholders at the Annual Meeting.

When you submit a proxy, you appoint the designated proxy holder to represent you at the Annual Meeting. The proxy holder will vote your shares as you have instructed whether or not you attend the Annual Meeting. Even if you plan to attend, you should vote your shares in advance of the Annual Meeting in case your plans change.

HOW DO I VOTE BY PROXY?

In order to vote by proxy in advance of the Annual Meeting, you may use the Internet to transmit your voting instructions, vote by phone or vote by mail, in each case by following the instructions on the proxy card. If you use the Internet to transmit your voting instructions or vote by phone, you must vote by 11:59 p.m. Eastern Time on June 13, 2023 for shares held directly and by 11:59 p.m. Eastern Time on June 9, 2023 for shares held in a retirement plan account. If you choose to vote by mail, your proxy card should be mailed sufficiently in advance to allow for delivery no later than June 13, 2023.

HOW CAN I ATTEND THE ANNUAL MEETING?

If you are a stockholder of the Company as of the record date, you will be able to attend the Annual Meeting online by visiting: www.virtualshareholdermeeting.com/HTLF2023 and following the instructions provided in your proxy materials or Notice of Internet Availability of Proxy Materials (the “Internet Notice”). To participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials or Internet Notice. If you do not have this control number at the time of the meeting, you will still be able to attend as a guest, but you will not be able to vote or ask questions.

WHY IS THE COMPANY HOLDING A VIRTUAL ANNUAL MEETING?

Our last three annual meetings were held virtually due to public health and business risks associated with gathering our management, directors, and stockholders for an in-person meeting during the COVID-19 pandemic. Based on the success of these virtual annual meetings, we have again decided to hold a virtual annual meeting in 2023. Hosting the Annual Meeting virtually provides greater ease of access to all of our stockholders, permitting them to meaningfully participate regardless of where they are located. In addition, a virtual meeting permits us to reduce unnecessary business travel, facilitating better environmental stewardship, and resulting in cost savings for the Company and our stockholders.

HOW WILL THE MEETING BE CONDUCTED?

The Annual Meeting will be conducted online, in a fashion similar to an in-person meeting. You will be able to attend the meeting online, vote your shares electronically, and submit your questions during the meeting. Mr. Schmidt, the Chairman of the Board of Directors, will preside at the meeting.

The meeting will begin promptly at 1:00 p.m., Mountain Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45 p.m. Mountain Time, and you should allow ample time for the check-in procedures.

HOW CAN I ASK QUESTIONS DURING THE MEETING?

You may submit questions in real time during the virtual meeting. We are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per stockholder until we have allowed each stockholder to ask a question, or until the time scheduled for questions is expired. Submitted questions should follow our Rules of Conduct in order to be addressed during the Annual Meeting. Our Rules of Conduct will be posted at www.virtualshareholdermeeting.com/HTLF2023 during the Annual Meeting.

WHAT CAN I DO IF I NEED TECHNICAL ASSISTANCE DURING THE MEETING?

If you have technical difficulties on the day of the meeting, you may request assistance immediately prior to the meeting by going to www.virtualshareholdermeeting.com/HTLF2023, and following the instructions for obtaining technical assistance.

IF I CAN’T ATTEND THE MEETING, HOW DO I VOTE OR LISTEN TO IT LATER?

You do not need to attend the virtual meeting to vote if you submitted your vote via proxy in advance of the meeting. A replay of the meeting, including the questions answered during the meeting, will be available at ir.htlf.com.

WHAT MATTERS WILL BE VOTED ON AT THE ANNUAL MEETING?

You are being asked to vote on the following matters proposed by our Board of Directors:


(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

These matters are more fully described in this proxy statement. We are not aware of any other matters that will be proposed at the Annual Meeting. However, if you have voted your shares and a proposal is properly presented at the Annual Meeting that is not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

HOW MANY VOTES DO OUR STOCKHOLDERS HAVE?

Holders of common stock have one vote for each share of common stock owned at the close of business on April 17, 2023, the record date for the Annual Meeting.

HOW DO I VOTE?

Stockholders of Record

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 submitting a proxy using one of the following options:

*online using the instructions for Internet voting shown on the Internet Notice or proxy card;

*by telephone using the instructions for telephone voting shown on the proxy card; or

*by mail by marking the proxy card with your instructions and then signing, dating and returning the proxy card in the enclosed return addressed envelope.

Plan Holders

If you hold shares in a retirement plan account (“Plan”) that allows you to direct the Plan trustee how to vote the shares in your account (“Plan Shares”), please follow the voting instructions provided to you by the Plan trustee or administrator. In the absence of instructions from you on how to vote any Plan Shares, the Plan trustee may vote those shares in accordance with the terms of the Plan.

“Street Name” Holders

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.

WHAT IF I CHANGE MY MIND AFTER I RETURN MY PROXY?

If you hold your shares in your own name, you may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:

*signing another proxy with a later date and returning that proxy to Mr. Jay L. Kim, Corporate Secretary, Heartland Financial USA, Inc., 1800 Larimer Street, Suite 1800, Denver, Colorado 80202;

*sending notice to us that you are revoking your proxy; or

*voting online at the Annual Meeting.

If you hold your shares in the name of your broker and desire to revoke your proxy in advance of the Annual Meeting, you may submit another vote in accordance with the voting instructions sent to you, or you will need to contact your broker. You may also change your vote by voting online at the Annual Meeting.

HOW MANY VOTES DO WE NEED TO HOLD THE ANNUAL MEETING?

A majority of the shares of common stock that are outstanding as of the record date must be present at the Annual Meeting in order to hold the Meeting and conduct business.

Shares are counted as present at the Annual Meeting if the stockholder either:

*is present online at the Annual Meeting; or

*has properly voted via Internet, phone, or proxy card prior to the Annual Meeting.

On April 17, 2023, there were 42,558,837 shares of common stock outstanding. Therefore, shares of common stock with at least 21,279,419 votes need to be present to constitute a quorum to hold the Annual Meeting and conduct business. Presence may be in person or by proxy. Abstentions and broker non-votes are counted as present and entitled to vote at the Annual Meeting for purposes of defining a quorum. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting.

WHERE CAN STOCKHOLDERS GET COPIES OF OUR ANNUAL REPORT?

Stockholders may receive a free copy of our 2022 Annual Report on Form 10-K, including financial statements, by sending a written request to Mr. Jay L. Kim, Corporate Secretary, Heartland Financial USA, Inc., 1800 Larimer Street, Suite 1800, Denver, Colorado 80202.

WHAT HAPPENS IF A NOMINEE FOR DIRECTOR IS UNABLE TO STAND FOR ELECTION?

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxy may be voted for the substitute nominee. Alternatively, the Board may reduce its size. You cannot vote for more than four nominees. The Board has no reason to believe any nominee will be unable to stand for election.

WHAT OPTIONS DO I HAVE IN VOTING ON EACH OF THE PROPOSALS?

You may vote “FOR” or “WITHHOLD” authority to vote for each nominee for director. You may vote “FOR,” “AGAINST” or “ABSTAIN” on any other proposal that may properly be brought before the meeting, other than for the vote on the frequency of future advisory votes on executive compensation, for which you may vote “1 Year”, “2 Years”, “3 Years” or “ABSTAIN”.

HOW MANY VOTES ARE NEEDED FOR EACH PROPOSAL?

The directors are elected by a plurality of the outstanding shares of our common stock represented at the Annual Meeting and entitled to vote, meaning that the four individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of HTLF. Withholding against the nominees has no effect.

Because our Board unanimously approved the proposed amendment and restatement of our Certificate of Incorporation, the vote on amending and restating our Certificate of Incorporation to declassify the Board of Directors requires the affirmative vote of a majority of the shares of our common stock outstanding and entitled to vote thereon in order to be approved. Abstentions and broker non-votes will have the same effect as negative votes.

The votes on executive compensation and frequency of future votes on executive compensation require the affirmative vote of a majority of the shares of voting stock represented at the meeting. Abstentions and broker non-votes will have the same effect as negative votes. For the frequency of future votes on executive compensation, if no frequency option receives majority support, the option that receives the greatest number of votes will be the frequency selected by stockholders.

The vote on auditor ratification requires the affirmative vote of a majority of the shares of voting stock represented at the meeting. Abstentions will have the same effect as negative votes.

WHERE DO I FIND THE VOTING RESULTS OF THE MEETING?

We will announce preliminary voting results at the Annual Meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) by the close of business on the fourth business day after the Annual Meeting.

WHO BEARS THE COST OF SOLICITING PROXIES?

We bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors and employees of HTLF, or its subsidiaries, may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies and we have not engaged a third party proxy solicitor. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

WHAT IF I SHARE THE SAME ADDRESS AS ANOTHER STOCKHOLDER?

If you share an address with one or more other stockholders, you may have received only a single copy of the Annual Report to Stockholders, proxy statement or Internet Notice for your entire household. This practice, known as “householding,” is intended to reduce printing and mailing costs. If you are a registered stockholder and you prefer to receive a separate Annual Report to Stockholders, proxy statement or Internet Notice this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding” and receive a single copy, contact Broadridge at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. If you are a beneficial owner of

shares held in street name, please contact your bank, brokerage firm or other intermediary to make your request. There is no charge for separate copies.


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.

Our Board of Directors carefully considers the qualifications of each director candidate and the overall composition of the Board, and believes that Board deliberations are enhanced by the diversity of backgrounds represented and a balance of tenure. The Board has a robust director selection process that is focused on creating a diverse group of candidates who possess the background, skills, and expertise to make significant contributions to the Board. The Board strives to balance the need for continuity with that of obtaining fresh perspectives relevant to the Board’s work. The Board currently consists of ten directors, with over half having served five or fewer years, which reflects the Board’s commitment to ongoing refreshment.


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

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.

The Board utilizes a variety of sources to identify potential nominees to the Board, including third-party search firms. Where utilized, the role of the search firm will be to assist the Board in prioritizing candidate characteristics and experience and to identify potential nominees.

The Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) seeks to identify potential nominees that share the Company’s philosophy, including the same sense of mission, vision and values. The Board also considers it important to increase the diversity of the Board, based on race, ethnicity, gender, geographic or other meaningful differences. No nominees presented in this proxy were identified through the use of a search firm, however the Board continues to actively utilize search firms to identify diverse candidates to serve on the Board.

Set forth below is information concerning the nominees for election and concerning the other directors whose terms of office will continue after the meeting. Included in the information is each director’s age, year first elected and business experience during at least the previous five years.

Directors standing for election:


CLASS III

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.

Directors not up for election:

CLASS I (Term Expires in 2024)

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.

CLASS II (Term Expires 2025)

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.

All of our directors will hold office for the terms indicated, and until their respective successors are duly elected and qualified unless Proposal 2 in this proxy statement is approved and the Directors accelerate declassification as further discussed below. No director has been nominated or is serving pursuant to any arrangement that requires that they be selected as a director.

CORPORATE GOVERNANCE AND THE BOARD OF DIRECTORS

Our Board of Directors

There are currently ten members on the Board of Directors of HTLF. Although it is the responsibility of HTLF’s officers to manage day-to-day operations, the Board oversees our business and monitors the performance of our management.

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.

Meetings. The Board meets on at least a quarterly basis, or as needed at special meetings held periodically throughout the year. During 2022, the Board held seven regular meetings and eleven special meetings, and all directors attended at least 75% of the aggregate of (i) the total number of the meetings of the Board and (ii) the total number of the meetings held by all committees on which they served.

The independent directors are offered the opportunity at each meeting of the Board to meet separately in executive session. During 2022, the independent Directors met thirteen times in such capacity. Each of our Audit Committee, Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) and Risk Committee consists solely of independent Directors who also meet regularly in executive session without management present.

It is HTLF’s practice that all Directors be in attendance at the Annual Meeting unless excused by the Chairman of the Board. In 2022, all Directors attended the Annual Meeting.

Board Leadership. We currently have an independent Chairman separate from the CEO. Under our Bylaws, Mr. Schmidt, our Chairman, presides at meetings of the Board at which he is in attendance. The Board believes that at this time, its structure with an independent Chairman of the Board who is not an executive officer best serves the Company by reinforcing the independence of the Board from management, creating an environment that encourages objective oversight of the

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.

Risk Management - Management. Management has responsibility for developing plans and implementing effective controls to manage and mitigate risk as part of the first line of defense. This includes coordination of product, service and customer related activities that are primarily undertaken locally by our subsidiary banks with operational processes and support activities that are managed centrally. Management is also responsible for establishing and maintaining appropriate segregation of duties, defined roles and responsibilities, and accountabilities to facilitate the successful execution of our strategic plan and objectives.

Committees of the Board

Audit Committee. The Audit Committee is chaired by Ms. Murphy, and additionally consists of Mses. Hopkins, and Unger and Messrs. Engel and Flynn, each of whom is an “independent” director under the listing standards of Nasdaq and the rules and regulations of the SEC. The Board of Directors has determined that each of Messrs. Engel and Flynn and Mses. Murphy and Unger qualify as an “audit committee financial expert” as set forth in the rules and regulations of the SEC. Each member of the Audit Committee also meets the financial literacy and additional independence requirements for audit committee membership under the listing standards of Nasdaq and the rules and regulations of the SEC.

The primary duties and functions of the Audit Committee are to:


*			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.

The Audit Committee’s duties and functions are set forth in more detail in its charter, which can be found under the Investor Relations section of our website, ir.htlf.com

Ms. Murphy has served as Chairperson of the Audit Committee since she replaced Mr. Schmidt in April 2022. During 2022, the Audit Committee met nine times. To promote independence of the audit function, the Audit Committee consults both separately and jointly with our independent registered public accounting firm, internal auditors, and management.

The Report of the Audit Committee is contained later in this proxy statement, and the processes used by the Audit Committee to approve audit and non-audit services are described below under the caption, “Relationship With Independent Registered Public Accounting Firm - Audit Committee Pre-Approval Policy”.

Compensation, Nominating and Corporate Governance Committee. The Compensation, Nominating and Corporate Governance Committee (the “Compensation Committee”) is chaired by Mr. White, and additionally consists of Mses. Hopkins and Unger and Messrs. Flynn, Hylen, and Schmitz. Each member is an “independent” director under the listing standards of Nasdaq and the rules and regulations of the SEC and a “non-employee” director under Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”).

The primary duties and functions of the Compensation Committee are to:


*			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.

The Compensation Committee duties and functions are set forth in more detail in its charter, which can be found under the Investor Relations section of our website, ir.htlf.com. The Compensation Committee held nine meetings in 2022.

The process used by the Compensation Committee to evaluate and determine executive compensation is described in this proxy statement under “Compensation Discussion and Analysis - Administration of Our Compensation Program”. The Report of the Compensation Committee is also contained later in this proxy statement.

Risk Committee. The Risk Committee is chaired by Mr. Engel, and additionally consists of Ms. Murphy and Messrs. Hylen, and White. Each member is an “independent” director under the listing standards of Nasdaq and the rules and regulations of the SEC and a “non-employee” director under Section 16 of the Exchange Act.

The primary duties and functions of the Risk Committee are to:

SEC Form DEF 14A filed by Heartland Financial USA Inc.