October 4, 2017
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Home Federal Bancorp, Inc. of Louisiana. The meeting will be held at Home Federal Bancorp'sBancorp’s principal office located at 624 Market Street, Shreveport, Louisiana, on Wednesday, November 8, 201715, 2023, at 10:00 a.m., Central Time. AtThe matters to be considered by shareholders at the annual meeting you will be asked to act on the following proposals, each of which are more completely set forthdescribed in the accompanying proxy statement:
It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person. We urge you to mark, sign, date and return your proxy card today in the envelope provided or vote over the Internet or by telephone if such option is available to you, even if you plan to attend the annual meeting. This will not prevent you from voting in person at the annual meeting but will ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Home Federal Bancorp, Inc. of Louisiana is sincerely appreciated.
Very truly yours,
James R. Barlow
Chairman of the Board, President and
Chief Executive Officer
 | |||
HOME FEDERAL BANCORP, INC. OF LOUISIANA 624 Market Street Shreveport, Louisiana 71101 (318) 222-1145 | |
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | |
TIME | 10:00a.m., Central Time, Wednesday, November |
PLACE | Home Federal Bank 624 Market Street Shreveport, Louisiana |
ITEMS OF BUSINESS | (1) To elect and qualified; and |
(2) To ratify the appointment of registered public accounting firm for the fiscal year ending June 30, | |
| 2024. To transact such other business, as may properly come before the annual meeting or at any adjustment thereof. We are not aware of any other such business. | |
RECORD DATE | Holders of Home Federal Bancorp common stock of record at the close of business on September |
ANNUAL REPORT | Our |
PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on the proxy card or voting instruction form you received. You can revoke your proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement. |
BY ORDER OF THE BOARD OF DIRECTORS   DeNell W. Mitchell Corporate Secretary | |
Shreveport, Louisiana October | |
TABLE OF CONTENTS | |
Page | |
About the Annual Meeting of Shareholders | 1 |
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers | 3 |
Election of Directors (Proposal One) | 3 |
Members of the Board of Directors Continuing in Office | 4 |
Director Nominations | 5 |
Director | 6 |
Compensation of Directors | 6 |
Meetings of the Board of Directors | 6 |
Membership on Certain Board Committees | 7 |
Board Leadership Structure | 7 |
Board’s Role in Risk Oversight | 8 |
Directors’ Attendance at Annual Meetings | 8 |
Executive Officers Who Are Not Also Directors | 8 |
Management Compensation | 10 |
Summary Compensation Table | 10 |
Narrative to Summary Compensation Table | 10 |
Pay versus Performance | 11 |
Outstanding Equity Awards at Fiscal Year-End | 12 |
Employment and Change in Control Agreements | 12 |
Supplemental Executive Retirement | 13 |
Loan Officer Incentive Plan | 13 |
Retirement Benefits | 14 |
Stock Option Plans and | 15 |
Survivor Benefit Plan | 15 |
Related Party Transactions | 15 |
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management | 16 |
Section 16(a) Reports | 17 |
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal | 18 |
Audit Fees | 18 |
Report of the Audit Committee | 19 |
Shareholder Proposals, Nominations and Communications with the Board of Directors | 19 |
Annual Reports | 20 |
Other Matters | 20 |
PROXY STATEMENT
OF
HOME FEDERAL BANCORP, INC. OF LOUISIANA
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS |
We are furnishing this proxy statement to holders of common stock of Home Federal Bancorp, Inc. of Louisiana, the holding company of Home Federal Bank. We are soliciting proxies on behalf of our Board of Directors to be used at the annual meeting of shareholders to be held at Home Federal Bancorp'sBancorp’s principal office located at 624 Market Street, Shreveport, Louisiana, on Wednesday, November 8, 201715, 2023 at 10:00 a.m., Central Time, and any adjournment thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. This proxy statement is first being mailed to shareholders on or about October 4, 2017.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 8, 2017.
What is the purpose of the annual meeting?
At our annual meeting, shareholders will act upon the matters outlined in the attached Notice of Annual Meeting of Shareholders, including the election of directors adoption of a non-binding resolution approvingand the compensation of our named executive officers and ratification of our independent registered public accounting firm. In addition, management may report on the performance of Home Federal Bancorp and will respond to questions from shareholders.
What are the Board of Directors'Directors’ recommendations?
The recommendations of the Board of Directors are set forth under the description of each proposal in this proxy statement. In summary, the Board of Directors recommends that you vote FOR the nominees for director described herein and FOR ratification of our independent registered public accounting firm for fiscal 2018.
The proxy solicited hereby, if properly signed and returned to us or voted over the Internet or by telephone and not revoked prior to its use, will be voted in accordance with your instructions. If no contrary instructions are given, each proxy signed and received will be voted in the manner recommended by the Board of Directors and, upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the annual meeting and any adjournment of the annual meeting and will not be used for any other meeting.
Who is entitled to vote?
Only our shareholders of record as of the close of business on the record date for the meeting, September 19, 2017,18, 2023, are entitled to vote at the meeting. On the record date, we had 1,927,0533,133,351 shares of common stock issued and outstanding and no other class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date, you will be entitled to one vote on each matter to be voted on at the meeting, in person or by proxy.
How do I vote my shares?
After you have carefully read this proxy statement, indicate on your proxy card how you want your shares to be voted, then sign, date and mail your proxy card in the enclosed prepaid return envelope as soon as possible. You may also vote by telephone or the Internet if indicated on your proxy card or voting instruction form. This will enable your shares to be represented and voted at the annual meeting.
Voting instructions from participants in the Home Federal Bank Employees'Employees’ Savings and Profit Sharing Plan and the Home Federal Bank Employee Stock Ownership Plan must be received by 11:59 p.m. Eastern Time on November 1, 2017,10, 2023, to be used by the plan Trustees to determine the votes for plan shares.
Can I attend the meeting and vote my shares in person?
Yes. All shareholders are invited to attend the annual meeting. Shareholders of record can vote in person at the annual meeting. If your shares are held in "street“street name,"” then you are not the shareholder of record and you must ask your broker or other nominee how you can vote at the annual meeting.
Can I change my vote or revoke my proxy after I return my proxy card or vote by telephone or the Internet?
Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy card or voted by telephone or the Internet.
• First, you may complete and submit a new proxy card or vote by telephone or the Internet again before the deadline printed on the card. Any earlier proxies will be revoked automatically.
• Second, you may send a written notice to our Corporate Secretary, Ms. DeNell W. Mitchell, Home Federal Bancorp, Inc. of Louisiana, 624 Market Street, Shreveport, Louisiana 71101, in advance of the meeting stating that you would like to revoke your proxy.
• Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy.
If your shares are held in "street name"“street name” and you have instructed a broker or other nominee to vote your shares, you must follow directions from your broker or other nominee to change your vote.
If my shares are held in "street name"“street name” by my broker, could my broker automatically vote my shares?
Your broker may not vote on the election of directors if you do not furnish instructions for such proposal to your broker. You should use the voting instruction form or broker card provided by the institution that holds your shares to instruct your broker to vote your shares on this proposal or else your shares may not be voted or may be considered "broker“broker non-votes."
Your broker may vote in his or her discretion on the ratification of the appointment of our independent registered public accounting firm if you do not furnish instructions. If your broker votes in his or her discretion on proposal two and you do not provide instructions for proposal one then your shares will be considered "broker non-votes"“broker non-votes” on proposalproposals one.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock entitled to vote at the annual meeting will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shareholders considered to be present at the meeting.
What vote is required to approve each item?
The election of directors will be determined by a plurality of the votes cast at the annual meeting. The threetwo nominees for director receiving the most "for"“for” votes will be elected. The affirmative vote of a majority of the total votes cast is required for approval of the proposal to ratify the appointment of LaPorte, A Professional Accounting CorporationFORVIS, LLP, as our independent registered public accounting firm for the year ending June 30, 2018. Abstentions are considered in determining the presence of a quorum, but will not affect the vote on the proposals.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS |
Election of Directors (Proposal One)
Our Articles of Incorporation provide that the Board of Directors shallwill be divided into three classes as nearly equal in number as possible. The directors are elected by our shareholders for staggered three year terms and until their successors are elected and qualified.
At this annual meeting, you will be asked to elect one class of directors, consisting of threetwo directors, for a three-year term expiring in 20202026 and until their successors are elected and qualified. Shareholders of Home Federal Bancorp are not permitted to use cumulative voting for the election of directors. Our Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, nominated Messrs. Mark M. Harrison Woodus K. Humphrey and Timothy W. Wilhite to a three-year term expiring in 2020. Our Articles of Incorporation provide that the Board of Directors will be divided into three classes as nearly equal in number as possible. Following the death of Mr. David Herndon in 2017, whose term expired at this annual meeting, the nominating and Corporate Governance Committee recommended that Mr. Timothy Wilhite move from the class of directors whose terms expire in 2018 to the class of directors whose terms expire in 2020 such that each class of directors consists of three members.2026. No director or nominee for director is related to any other director or executive officer by blood, marriage or adoption.
Unless otherwise directed, each proxy signed and returned by a shareholder will be voted for the election of the nominees for director listed below. If any person named as a nominee should be unable or unwilling to stand for election at the time of the annual meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for director and our continuing directors. The indicated period of service as a director is presented on a calendar year basis and includes service for directors of Home Federal Bank prior to our reorganization into the holding company structure in 2005. Ages are reflected as of September 19, 2017.
Nominees for Director for a Three-Year Term Expiring in 2020
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | ||
Mark M. Harrison | Director. Owner of House of Carpets and Lighting, a floor coverings and lighting fixtures business in Shreveport, Louisiana, since September 2007. 64.Mr. Harrison brings substantial business and entrepreneurial experience to the board as owner of a local carpet and lighting business in Shreveport, Louisiana and | 2007 |
Nominees for Director for a Three-Year Term Expiring in 2026 (continued)
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | ||
Timothy W. Wilhite | Director. (RASA), a 501(c)4. Serves on the Executive Board of Raffles, Ltd., a captive insurance program. 54.Mr. Wilhite brings knowledge of the local business and legal community to the | |||
2010 |
The Board of Directors recommends that you vote FOR election of the nominees for director. |
Members of the Board of Directors Continuing in Office |
Directors Whose Terms Expire in 2024
Name | ||||
Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | |||
James R. Barlow | Chairman of the Board. President and Chief Executive Officer of Home Federal Bancorp and Home Federal Bank since January 2020, January 2016 and 2013, respectively. Prior thereto, Mr. Barlow served as President and Chief Operating Officer of Home Federal Bancorp since November 2009 and Executive Vice President and Chief Operating Officer from November 2009 through December 2012. Mr. Barlow served as President and Chief Operating Officer of Home Federal Bank from February 2009 through December 2012. Previously, Mr. Barlow served as Executive Vice President and Area Manager for the Arkansas-Louisiana-Texas area commercial real estate operations of Regions Bank from August 2006 until February 2009. From 2005 until August 2006, Mr. Barlow was a Regions Bank City President for the Shreveport/Bossier area and from February 2003 to 2005 he served as Commercial Loan Manager for Regions Bank for the Shreveport/Bossier area. Mr. Barlow served in various positions at Regions Bank since 1997. Mr. Barlow brings substantial managerial, banking and lending experience to the board, as well as significant knowledge of the local commercial real estate market from his years of service as manager and regional President of a regional bank. He served on the Louisiana Banker’s Association Board of Directors from 2015-2018 and is also a member of the Committee of 100 for the betterment of the Shreveport Bossier community by improving regional economic development, education and community relations. Age | 2009 | ||
Directors Whose Terms Expire in 2024 (continued)
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | ||
Thomas Steen Trawick, Jr. | Director, Chief Executive Officer and Chief Medical 2005 and then a Pediatric and Adult Hospitalist until January 2014. Dr. Trawick brings management expertise to the board and knowledge of the local medical community as the past | |||
| 54. | 2012 | |||
Directors Whose Terms Expire in 2025
Name | ||||
Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | |||
Walter T. Colquitt, III | Director. Retired Dentist, Shreveport, Louisiana. Dr. Colquitt brings extensive knowledge to the board of the local professional community through his dental practice in Shreveport, Louisiana. Age | 1993 | ||
Scott D. Lawrence | ||||
Director. President of Southwestern Wholesale Co., Inc., Shreveport, Louisiana since 1980. Mr. Lawrence brings significant business enterprise and managerial oversight skills | 1994 | ||
Director Nominations
Nominations for director of Home Federal Bancorp are made by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee considers candidates for director suggested by other directors, as well as our management and shareholders. A shareholder who desires to recommend a prospective nominee for the Board should notify our Secretary in writing with whatever supporting material the shareholder considers appropriate. In addition, any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described under "Shareholder“Shareholder Proposals, Nominations and Communications with the Board of Directors." As a result of the death of Mr. David Herndon in 2017, the Board has reduced the size of the Board to nine members effective as of the date of this annual meeting.
The charter of the Nominating and Corporate Governance Committee sets forth certain criteria the committee may consider when recommending individuals for nomination as director including: (a) ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a "financial“financial expert,"” as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The committee also may consider the extent to which the candidate would fill a present need on the Board of Directors.
Director Independence
A majority of Home Federal Bancorp'sBancorp’s directors are independent directors as defined in the rules of the Nasdaq Stock Market. The Board of Directors has determined that Drs. Colquitt and Trawick and Messrs. Harrison, Humphrey, Lawrence and Wilhite are independent directors.
Compensation of Directors
Director Compensation Table.
The table below summarizes the total compensation paid to each of our non-employee directors| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | |||||||||||||||
Walter T. Colquitt, III | $ | 12,250 | $ | -- | $ | -- | $ | 2,906 | $ | 15,156 | ||||||||||
Mark M. Harrison | 13,800 | -- | -- | 3,291 | 17,091 | |||||||||||||||
Daniel R. Herndon | 13,500 | -- | -- | 241,891 | 255,391 | |||||||||||||||
David A. Herndon, III | 9,750 | -- | -- | 1,656 | 11,406 | |||||||||||||||
Woodus K. Humphrey | 13,500 | -- | -- | 2,906 | 16,406 | |||||||||||||||
Scott D. Lawrence | 13,800 | -- | -- | 2,906 | 16,706 | |||||||||||||||
Clyde D. Patterson | 13,500 | -- | -- | 118,114 | 131,614 | |||||||||||||||
| Thomas Steen Trawick, Jr. | 12,250 | -- | -- | 2,802 | 15,052 | |||||||||||||||
| Timothy W. Wilhite, Esq. | 13,800 | -- | -- | 3,291 | 17,091 | |||||||||||||||
Aggregate Number of Equity Awards Outstanding at Fiscal Year End | ||||||||
| Name | Stock Awards | Option Awards | ||||||
| Walter T. Colquitt, III | 800 | 9,674 | ||||||
| Mark M. Harrison | 2,040 | 14,669 | ||||||
| Daniel R. Herndon | 4,000 | 35,707 | ||||||
| David A. Herndon, III | 800 | 8,544 | ||||||
| Woodus K. Humphrey | 800 | 10,044 | ||||||
| Scott D. Lawrence | 800 | 10,044 | ||||||
| Clyde D. Patterson | 800 | 10,044 | ||||||
| Thomas Steen Trawick, Jr. | 1,400 | 12,293 | ||||||
| Timothy W. Wilhite, Esq. | 2,040 | 15,836 | ||||||
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | Total | ||||
Walter T. Colquitt, III | $ | 24,300 | $ | - | $ | - | $ | 24,300 |
Mark M. Harrison | 25,250 | - | - | 25,350 | ||||
Scott D. Lawrence | 24,550 | - | - | 24,750 | ||||
Thomas Steen Trawick, Jr. | 24,300 | - | - | 24,300 | ||||
Timothy W. Wilhite, Esq. | 25,250 | - | - | 25,350 |
______________________
(1) As of June 30, 2023, each of our non-employee directors held the following aggregate number of unvested stock awards and outstanding options:
Aggregate Number of Equity Awards Outstanding at Fiscal Year End | ||||
Name | Stock Awards | Option Awards | ||
Walter T. Colquitt, III | 2,400 | 27,000 | ||
Mark M. Harrison | 2,400 | 37,000 | ||
Scott D. Lawrence | 2,400 | 10,800 | ||
Thomas Steen Trawick, Jr. | 2,400 | 36,000 | ||
Timothy W. Wilhite, Esq. | 2,400 | 18,000 | ||
Narrative to Director Compensation Table.
Meetings of the Board of Directors
During the fiscal year ended June 30, 2017,2023, the Board of Directors of Home Federal Bancorp met 1210 times. No director of Home Federal Bancorp attended fewer than 75% of the aggregate of the total number of Board meetings held during the period for which he has been a director, and the total number of meetings held by all committees of the Board on which he served.
Membership on Certain Board Committees
The Board of Directors of Home Federal Bancorp has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All of the members of these committees are independent directors as defined in the listing standards of The Nasdaq Stock Market. The committees operate in accordance with written charters which are available on our website at www.hfbla.com. The following table sets forth the membership of the committees as of the date of this proxy statement.
Directors | Audit | Compensation | Nominating and Corporate Governance | |||
Walter T. Colquitt III | * | |||||
Mark M. Harrison | * | ** | ||||
Scott D. Lawrence | ** | * | ||||
Thomas Steen Trawick, | * | |||||
Timothy W. Wilhite, Esq. | * | * | ** |
____________________
* Member
** Chairman
Audit Committee.
The Audit Committee reviews with management and the independent registered public accounting firm the systems of internal control, reviews the annual financial statements, including the Annual Report on Form 10-K and monitors Home FederalNominating and Corporate Governance Committee.
It is the responsibility of the Nominating and Corporate Governance Committee in accordance with its charter to, among other functions, review the qualifications of director nominees. The Committee approves nominees for consideration by the full Board of Directors to fill vacancies on the Board or for election at the annual meeting. The Nominating and Corporate Governance Committee met once during fiscalCompensation Committee.
It is the responsibility of the Compensation Committee of Home Federal Bancorp to set the compensation of Home FederalBoard Leadership Structure
Our Board of Directors is led by a Chairman selected by the Board from time to time. Presently, Mr. Barlow, our President and Chief Executive Officer also serves as Chairman of the Board. Other than Mr. Barlow, all of our directors are independent. The Board determined that selecting our Chief Executive Officer as Chairman is in our best interests because it promotes unity of vision for the leadership of Home Federal Bancorp and avoids potential conflicts among directors. In addition, as the Chief Executive Officer, Mr. Barlow is the director most familiar with our business and operations and is best situated to lead discussions on important matters affecting the business of Home Federal Bancorp. By combining the Chief Executive Officer and Chairman positions there is a firm link between management and the Board which promotes the development and implementation of our corporate strategy.
The Board of Directors is aware of the potential conflicts that may arise when an insider chairs the Board but believes these are limited by existing safeguards which include the fact that as a financial institution holding company, much of our operations are highly regulated.
Board’s Role in Risk Oversight
Risk is inherent with every business, particularly financial institutions. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk. Management is responsible for the day-to-day management of the risks Home Federal Bancorp faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors ensures that the risk management processes designed and implemented by management are adequate and functioning as designed.
Members of senior management regularly attend meetings of the Board of Directors and address any questions or concerns raised by the Board on risk management or other matters. The Board'sBoard’s risk oversight function is carried out through, among other factors, its review and approval of various policies and procedures, such as Home Federal Bank'sBank’s lending and investment policies, ratification or approval of investments and loans exceeding certain thresholds, and regular review of risk elements such as interest rate risk exposure, liquidity and problem assets.
Directors’ Attendance at Annual Meetings
Directors are expected to attend the annual meeting absent a valid reason for not doing so. All of our directors attended, in person or by telephone, theour last annual meeting of shareholders held on November 9, 2016.
Executive Officers Who Are Not Also Directors
The following individuals who do not also serve on the Board of Directors serve as executive officers of Home Federal Bancorp. Ages are reflected as of September 19, 2017.
David S. Barber , age |
Glen W. Brown, CPA , age |
Adalberto Cantu, Jr. , age |
Mary L. Jones , age |
Donna C. Lewis, age60, has served as Senior Vice President, Chief Risk Officer and BSA Officer of Home Federal Bank since March 2022. Previously, Ms. Lewis served as Senior Vice President, BSA Officer and Risk Officer of Home Federal Bank from January 2018 to March 2022, and served as Vice President, BSA Officer and Risk Officer of Home Federal Bank from January 2013 to January 2018. Prior thereto, Ms. Lewis served as Vice President/Compliance of Community Trust Bank (now known as Origin Bank) from 2010 to 2013. Ms. Lewis served as Vice President, Compliance/BSA Officer/Internal Auditor of First Louisiana Bank from 1998 to 2010. Ms. Lewis served as Assistant Vice President/Branch Manager from 1987 to 1998 and Loan Operations from 1982 to 1987 of City Bank and Trust. Ms. Lewis holds a Certified Regulatory Compliance Manager (CRCM) certification and graduated from Louisiana State University Graduate School of Banking. |
K. Matthew Sawrie , age |
In accordance with our Bylaws, our executive officers are elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the Board of Directors. |
MANAGEMENT COMPENSATION |
Summary Compensation Table
The following table sets forth a summary of certain information concerning the compensation earned during the fiscal years ended June 30, 20172023 and 20162022 by our principal executive officer, Mr. Barlow, and the two other executive officers serving at the end of fiscal 20172023 who were the most highly compensated executive officers in fiscal 2017.2023. These three officers are referred to as the "named“named executive officers"officers” in this proxy statement.
Name and Principal Position | Fiscal Year | Salary | Bonus | Nonequity Incentive Plan Compensation | Stock Awards | Option Awards | All Other Compen- sation(1) | Total | ||||||||||||||||||||||||
James R. Barlow President and Chief Executive Officer | 2017 2016 | $ | 235,646 221,234 | $ | 132,925 125,000 | $ | -- -- | $ | -- 345,000 | $ | -- 55,900 | $ | 59,387 63,569 | $ | 427,958 810,703 | |||||||||||||||||
David S. Barber Senior Vice President – Mortgage Lending | 2017 2016 | 122,388 117,664 | -- -- | 172,103 151,235 | -- -- | -- -- | 25,875 22,696 | 320,366 291,595 | ||||||||||||||||||||||||
K. Matthew Sawrie Senior Vice President – Commercial Lending | 2017 2016 | 133,308 128,162 | 700 -- | 100,917 125,332 | -- 23,000 | -- 39,130 | 32,494 29,245 | 267,419 344,869 | ||||||||||||||||||||||||
| Name and Principal Position | Fiscal Year | Salary | Bonus | Nonequity Incentive Plan Compensation | Stock Awards | Option Awards | All Other | Total | ||||||||||||||||||||||||
| James R. Barlow | 2023 | $ | 301,175 | $ | 164,563 | $ | -- | $ | -- | $ | -- | $ | 112,100 | $ | 584,445 | |||||||||||||||||
Chairman of the Board, President and Chief Executive Officer | 2022 | 291,325 | 167,327 | -- | -- | -- | 119,335 | 577,987 | ||||||||||||||||||||||||
| David S. Barber | 2023 | 150,017 | -- | 132,288 | -- | -- | 34,307 | 316,774 | ||||||||||||||||||||||||
Senior Vice President – Mortgage Lending | 2022 | 174,985 | -- | 224,985 | -- | -- | 33,760 | 433,730 | ||||||||||||||||||||||||
| K. Matthew Sawrie | 2023 | 170,172 | -- | 186,088 | -- | -- | 49,065 | 405,477 | ||||||||||||||||||||||||
Senior Vice President – Commercial Lending | 2022 | 162,166 | -- | 115,534 | -- | -- | 49,256 | 326,956 | ||||||||||||||||||||||||
______________________
| (1) | All other compensation does not include amounts attributable to other miscellaneous |
Narrative to Summary Compensation Table
Base salaries for our named executive officers are approved by the Compensation Committee. Base salaries as of the end of fiscal 20172023 established by the Compensation Committee were $235,646, $122,388$301,175 $150,017 and $133,308$170,172 for Messrs. Barlow, Barber and Sawrie, respectively. Mr. Barlow received a discretionary bonus of $22,800$164,563 equal to approximately 10.3%54.6% of his then current base salary, in December 2016. BasedJanuary 2023, based on Home Federal Bancorp'sBancorp’s results of operations through the second quarter ended December 31, 2016, the Compensation Committee awarded an additional discretionary bonus of $110,125, to Mr. Barlow in January 2017.2022. Mr. Barber receives incentive compensation based on a matrix that includes total mortgage loan originations which, although not subject to a formal agreement, generally represents 13.3and average basis points of monthly funded mortgage loan originations.earned by Home Federal Bank, with adjustments for early payoffs and defaults. Mr. Sawrie received incentive compensation within 45 days of the end of each quarter as a participant in our Loan Officer Incentive Plan, the terms of which are described below under "-Loan“-Loan Officer Incentive Plan."” Messrs. Barlow, Barber and Sawrie received 20,000, 4,000 and 14,000 stock options, respectively, and Messrs. Barlow and Sawrie, received 10,00030,000 and 7,000 stock options, respectively, and 15,000 and 1,0002,000 stock awards, respectively, on October 26, 2015,November 11, 2020, all which are vesting over five years at 20% per year.
At the annual meeting of shareholders of Home Federal Bancorp held on November 19, 2016,13, 2019, the shareholders recommended, on an advisory basis, that future advisory votes on executive compensation should be held every three years. Consistent with the shareholder recommendation, the Board of Directors of Home Federal Bancorp determined that it will hold an advisory vote on executive compensation every three years. The next advisory vote on the compensation of theour named executive officers is expected towill be presented at the 20192025 annual meeting.
Pay versus Performance
The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended June 30, 2023 and 2022 and certain measures of our financial performance for those years.
Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (2) | Value of Initial Fixed $100 Investment Based on: Total Shareholder Return (4) | Net Income (5) (in thousands) | ||||||
2023 | $ 584,445 | $ 551,145 | $ 361,126 | $ 362,366 | $ 73.27 | $ 5,704 | ||||||
2022 | 577,987 | 367,487 | 380,343 | 344,563 | 102.92 | 4,873 |
__________________
| (1) | Represents the total compensation of our principal executive officer (“PEO”), Mr. Barlow, as reported in the Summary Compensation Table for each year indicated. Mr. Barlow was the only person who served as our PEO during those years. |
| (2) | Represents the “compensation actually paid” to Mr. Barlow and to our non-PEO named executive officers, as calculated in accordance with Item 402(v) of Regulation S-K. The following table presents the adjustments made to Mr. Barlow’s and the non-PEO named executive officers’ Summary Compensation Table total for each year to determine their average compensation actually paid. |
Adjustments to Determine Compensation Actually Paid to | ||||||||||||||||
PEO | Non-PEO Named Executive Officers | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Summary Compensation Table total | $ | 584,445 | $ | 577,987 | $ | 361,126 | $ | 380,343 | ||||||||
Increase for the change in fair value from the prior year-end to the end of the covered year of awards granted prior to the covered year that were outstanding and unvested as of the end of the covered year | (21,300 | ) | (190,000 | ) | (3,550 | ) | (34,200 | ) | ||||||||
Increase for the change in fair value from the prior year-end to the vesting date of awards granted prior to the covered year that vested during the covered year | (12,000 | ) | (20,500 | ) | 4,790 | (1,580 | ) | |||||||||
Total Adjustments | $ | 551,145 | $ | 367,487 | $ | 362,366 | $ | 344,563 | ||||||||
__________________
| (3) | Represents the average of the total compensation of each of our non-PEO named executive officers (Messrs. Barber and Sawrie), as reported in the Summary Compensation Table for each year indicated. Messrs. Barber and Sawrie were our only non-PEO named executive officers for those years. |
| (4) | Represents the total return to shareholders of our common stock and assumes that the value of the investment was $100 on June 30, 2022 and 2021, respectively, and that the subsequent dividends were reinvested. The stock price performance included in this column is not necessarily indicative of future stock price performance. |
| (5) | Represents our reported net income for each year indicated. |
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return (TSR) and the Company’s Net Income. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 48.2% and 5.12%, respectively, compared to a 28.8% decrease in our TSR over the same time period and 17.1% increase in our Net Income over the same time period.
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth outstanding equity awards to our named executive officers under our 2005 and 2011 Stock Option Plans, Recognition2014 Stock Incentive Plan and Retention Plans and 20142019 Stock Incentive Plan at June 30, 2017.2023. We have not made any equity incentive plan awards that are subject to performance conditions.
| Stock Awards | |||||||||||||||||||||
| Numbr of | Market Value | ||||||||||||||||||||
| Option Awards | Shares or Units | of Shares or | |||||||||||||||||||
| Number of Securities Underlying | Option | Option | of Stock That | Units of Stock | |||||||||||||||||
| Unexercisable Options | Exercise | Expiration | Have Not | That Have Not | |||||||||||||||||
| Name | Exercisable | Unexercisable | Price | Date | Vested | Vested(3) | |||||||||||||||
James R. Barlow | 9,611 | -- | $ | 10.93 | 8/19/2020 | 12,000 | (2) | $ | 323,400 | ||||||||||||
| 48,630 | -- | 14.70 | 1/31/2022 | ||||||||||||||||||
| 852 | 1,281 | (1) | 18.92 | 7/31/2024 | |||||||||||||||||
| 2,000 | 8,000 | (2) | 23.00 | 10/26/2025 | |||||||||||||||||
David S. Barber | 961 | -- | 10.93 | 8/19/2020 | |||||||||||||||||
| 1,945 | -- | 14.70 | 1/31/2022 | ||||||||||||||||||
| 400 | 1,600 | (2) | 23.00 | 10/26/2025 | |||||||||||||||||
| K. Matthew Sawrie | 14,562 | -- | 14.70 | 1/31/2022 | 603 | (1) | 16,251 | ||||||||||||||
| 1,300 | 1,953 | (1) | 18.92 | 7/31/2024 | 800 | (2) | 21,560 | ||||||||||||||
| 1,400 | 5,600 | (2) | 23.00 | 10/26/2025 | |||||||||||||||||
| Stock Awards | |||||||||||
| Option Awards | Number of | Market Value | ||||||||||
Number of Securities Underlying Unexercised Options | Option | Option | Shares or Units of Stock | of Shares or | ||||||||
| Name | Exercisable | Unexercisable | Exercise Price | Expiration Date | That Have Not Vested | That Have Not Vested(3) | ||||||
James R. Barlow | 4,266 | -- | $ 9.46 | 7/31/2024 | 18,000(1) | $ 252,720 | ||||||
20,000 | -- | 11.50 | 10/26/2025 | |||||||||
8,000 | 12,000(1) | 11.86 | 11/11/2030 | |||||||||
David S. Barber | 4,000 | -- | 11.50 | 10/26/2025 | 400(2) | $ 5,616 | ||||||
7,200 | 1,800(2) | 15.63 | 2/5/2029 | |||||||||
1,600 | 2,400(1) | 11.86 | 11/11/2030 | |||||||||
K. Matthew Sawrie | 14,000 | -- | 11.50 | 10/26/2025 | 1,200(3) | $ 16,848 | ||||||
5,600 | 8,400(1) | 11.86 | 11/11/2030 | |||||||||
___________________
| (1) | The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on |
| (2) | The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on |
| (3) | Market value calculated by multiplying the closing market price of our common stock on June 30, |
Employment and Change in Control Agreements
Home Federal Bank has entered into an amended and restated employment agreement with Mr. James R. Barlow and an amended and restated employment and transition agreement with Mr. Daniel R. Herndon, in each case effective as of January 1, 2013. The employment agreementsagreement amended and restated the prior employment agreementsagreement between Home Federal Bank and eachthe executive. Pursuant to his employment agreement, Mr. Herndon serves as Executive Chairman of the Board of Home Federal Bank for a fixed term of five years commencing on the effective date and ending on December 31, 2017. Pursuant to his employment agreement, Mr. Barlow serves as President and Chief Executive Officer of Home Federal Bank for an initial term of three years commencing on the effective date, provided that the term of Mr. Barlow'sBarlow’s agreement will be extended for an additional year on each January 1 during the term of the agreement, unless Home Federal Bank or Mr. Barlow gives notice to the other party of its or his intent not to extend the term of the agreement. The agreementsagreement provided for an initial base salariessalary of $148,101 and $193,950 per year for Messrs. Herndon and Barlow, respectively, provided that Mr. Herndon's base salary was reduced to $100,000 per year commencing on January 1, 2016, and shall remain unchanged for the last two years of his employment period.Barlow. Mr. Barlow'sBarlow’s base salary may be increased at the discretion of the Board of Directors of Home Federal Bank but may not be decreased during the term of the agreementsagreement without the prior written consent of the executive. Home Federal Bank also agreed to provide each of Messrs. Herndon andMr. Barlow with an automobile during the term of the agreements.
The employment agreementsagreement with Messrs. Herndon andMr. Barlow areis terminable with or without cause by Home Federal Bank. The employment agreements provideagreement provides that in the event of (y) termination of employment by Home Federal Bank other than for cause, disability, retirement or death, or (z) termination by the executive for "good reason," as defined, in each case before or after a change in control, the executive would be entitled to (1) an amount of cash severance which is equal to three times his average annual compensation and (2) continued participation in certain employee benefit plans of Home Federal Bank until the earlier of 36 months or the date the executive receives substantially similar benefits from full-time employment with another employer. The employment agreement with Home Federal Bank provides that in the event any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code, then such payments and benefits received thereunder shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits being non-deductible by Home Federal Bank for federal income tax purposes.
Home Federal Bancorp entered into an employment agreement with Mr. Barlow to serve as President and Chief Operating Officer of Home Federal Bancorp, effective as of January 1, 2013, which is on terms substantially similar to the amended and restated employment agreement with Home Federal, except as follows. The agreement with Home Federal Bancorp provides that severance payments payable to Mr. Barlow by Home Federal Bancorp shall include the amount by which the severance benefits payable by Home Federal are reduced as a result of Section 280G of the Internal Revenue Code, if the parachute payments exceed 105% of three times the executive's "base amount" as defined in Section 280G of the Internal Revenue Code. If the parachute payments are not more than 105% of the amount equal to three times the base amount, the severance benefits payable by Home Federal Bancorp will be reduced so they do not constitute "parachute payments" under Section 280G of the Internal Revenue Code. In addition, the agreement with Home Federal Bancorp provides that Home Federal Bancorp shall reimburse Mr. Barlow for any resulting excise taxes payable by him, plus such additional amount as may be necessary to compensate him for the payment of state and federal income, excise and other employment-related taxes on the excise tax reimbursement. Under the agreements with Home Federal Bancorp and Home Federal Bank, Mr. Barlow's compensation, benefits and expenses will be paid by Home Federal Bancorp and Home Federal Bank in the same proportion as the time and services actually expended by Mr. Barlow on behalf of each of Home Federal Bancorp and Home Federal Bank.
Supplemental Executive Retirement Agreement
Home Federal Bancorp has also entered into an amended and restated employment and transition agreement withBank adopted a Supplemental Executive Retirement Agreement on December 13, 2017 for the benefit of Mr. Herndon, effective January 1, 2013, to serveBarlow as Chairman of the BoardPresident and Chief Executive Officer of Home Federal Bancorp for a term of three years, after which he is serving as Executive Chairman of the Board for a period of two years commencing January 1, 2016. Otherwise, the agreement with Home Federal Bancorp is on terms substantially similar to Mr. Herndon's agreement with Home Federal Bank, except as follows. The agreement provides that severance payments payable to Mr. Herndon by Home Federal Bancorp shall include the amount by which the severance benefits payable by Home Federal Bank are reduced as a result of Section 280G of the Internal Revenue Code, if the parachute payments exceed 105% of three times the executive's "base amount" as defined in Section 280G of the Internal Revenue Code. If the parachute payments are not more than 105% of the amount equal to three times the base amount, the severance benefits payable by Home Federal Bancorp will be reduced so they do not constitute "parachute payments" under Section 280G of the Internal Revenue Code. In addition, the agreement provides that Home Federal Bancorp shall reimburse Mr. Herndon for any resulting excise taxes payable by him, plus such additional amount as may be necessary to compensate him for the payment of state and federal income, excise and other employment-related taxes on the excise tax reimbursement. Under the agreements with Home Federal Bancorp and Home Federal Bank, Mr. Herndon's compensation, benefits and expenses will be paid by Home Federal Bancorp and Home Federal Bank in the same proportion as the time and services actually expended by the executive on behalf of each of Home Federal Bancorp and Home Federal Bank.
Loan Officer Incentive Plan
The Loan Officer Incentive Plan is an annual incentive compensation plan intended to reward participating commercial loan officers with variable cash awards that are contingent upon the net interest income produced from the loan officer'sofficer’s identified loan portfolio, and in the case of the Commercial Sales Manager, all loans originated by commercial loan officers, and net income from new loans originated during the performance period plus commercial deposit fee income, multiplied by a portfolio rating based on the performance measures. Participants in the Loan Officer Incentive Plan are selected by the President and Chief Executive Officer and recommended for approval by the Compensation Committee of the Board of Directors which administers the plan.
During fiscal 2017,2023, Level I and Level II participants in the Loan Officer Incentive Plan received a cash incentive award equal to 2.0% and 3.0%, respectively, of the net interest income from loans originated by the particular loan officer prior to the beginning of the fiscal year and a cash incentive award equal to 15.0% and 10.0%, respectively, of the net income from the loan officer'sofficer’s loan originations during the performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The Commercial Sales Manager received a cash incentive award equal to 1.0% of the net interest income from loans originated by all the commercial loan officers prior to the beginning of the fiscal year and a cash incentive award equal to 5.0% of the net income from all of the loans originated by the commercial loan officers during the performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The cash incentive awards are paid to the Commercial Sales Manager on a quarterly basis.
Retirement Benefits
Retirement benefits are an important element of a competitive compensation program for attracting senior executives, especially in the financial services industry. Our executive compensation program currently includes (i) a 401(k) profit sharing plan which enables our employees to supplement their retirement savings with elective deferral contributions and with matching and discretionary contributions by us, and (ii) an employee stock ownership plan that allows participants to accumulate retirement benefits in the form of employer stock at no current cost to the participant.
401(k) and Profit Sharing Plan
. We adopted the Home Federal BankEmployee Stock Ownership Plan.
We established an employee stock ownership plan for our employees in connection with our mutual to stock conversion in 2005. We acquired additional shares in connection with our second-step conversion in 2010. The shares were purchased by the employee stock ownership plan with funds borrowed from Home Federal Bancorp and are held in a suspense account and released for allocation as debt service payments are made. Additional discretionary contributions may be made to the plan in either cash or shares of common stock, although we have no plans to do so at this time. Shares released from the suspense account are allocated to each eligibleStock Option Plans and Recognition and RetentionStock Incentive Plans
Home Federal Bancorp maintains our 2005 Stock Option Plan and our 2005 Recognition and Retention2011 Stock Option Plan. Pursuant to the terms of theThe 2005 Stock Option Plan terminated on June 8, 2015, however the 4,266 outstanding stock options to acquire up to 158,868 sharesas of common stock were available to be granted to employees and directors. Pursuant toSeptember 18, 2023 will remain in effect until exercised for the termsremainder of the 2005 Recognition and Retention Plan, awards of up to 63,547 shares of restricted common stock were available to be granted to employees and directors. In Decembertheir original ten year terms. The 2011 shareholders approved our 2011 Stock Option Plan and our 2011 Recognition and Retention Plan. On July 31, 2014,terminated on December 23, 2021, however, the Compensation Committee awarded37,350 outstanding options as of September 18, 2023 will remain in effect for the remaining available 31,311 stock options and 8,557 stock awards under our 2005 and 2011 plans such that no further awards are available for future grant under the 2005 and 2011 plans. remainder of their original ten year term.
In November 2014, shareholders approved the 2014 Stock Incentive Plan which provides for a total of 150,000300,000 shares (split adjusted) reserved for future issuance as stock awards or stock options. No more than 37,50075,000 shares, or 25%, may be granted as stock awards. On October 26, 2015, we granted a total of 34,50069,000 plan share awards and 103,500207,000 stock options to directors, officers, and other key employees vesting ratably over five years. On February 5, 2019, we granted the remaining 6,000 plan share awards and 27,000 stock options to key employees vesting ratably over five years. As of September 18, 2023, there were 24,600 stock options and share awards forfeited and available for grant under the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan cost is being recognized over the five-year vesting period.
In November 2019, shareholders approved the 2019 Stock Incentive Plan which provides for a total of 250,000 shares (split adjusted) reserved for future issuance as stock awards or stock options. No more than 62,500 shares, or 25%, may be granted as stock awards. On November 11, 2020, we granted a total of 62,500 plan share awards and 187,500 stock options to directors, officers and other key employees. Under all of our stock benefit plans, awards may vest no faster than 20% per year, beginning one year from the date of grant. However, under the plans, vesting of any award is accelerated upon the death or disability of a recipient or upon a change-in-control of Home Federal Bancorp. Outstanding stock awards and stock options as of June 30, 2023, for our non-employee directors are reflected in footnote one to the “Director Compensation Table” and for our named executive officers are reflected in the table "Outstanding“Outstanding Equity Awards at Fiscal Year-End."
Survivor Benefit Plan
In June 2011, Home Federal Bank purchased bank owned life insurance on the lives of its employees. In consideration for entering into consent to insurance agreements, on July 13, 2011, Home Federal Bank entered into Survivor Benefit Plan Participation Agreements with employees including our named executive officers. The agreements provide that the officer'sofficer’s beneficiary will receive three times the officer'sofficer’s base salary if serving as an officer of Home Federal Bank at the date of death. The agreements may be amended or terminated at any time by Home Federal Bank as long as it does not reduce or delay any benefit payable to a participant whose death has already occurred.
Related Party Transactions
Home Federal Bank offers extensions of credit to its directors, officers and employees as well as members of their immediate families for the financing of their primary residences and other proposes.purposes. These loans are 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 loans with persons not related to Home Federal Bank and none of such loans involve more than the normal risk of collectability or present other unfavorable features.
Under Home Federal Bancorp'sBancorp’s Audit Committee Charter, the Audit Committee is required to review and approve all related party transactions, as described in Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
The following table sets forth as of September 19, 2017,18, 2023, the voting record date for the annual meeting, certain information as to the common stock beneficially owned by (1) each person or entity, including any "group"“group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (2) our directors, (3) the other named executive officers and (4) all directors and executive officers of Home Federal Bancorp as a group.
| Name of Beneficial Owner or Number of Persons in Group | Amount and Nature of Beneficial Ownership as of September 19, 2017(1) | Percent of Common Stock | ||||||
Home Federal Bancorp, Inc. of Louisiana Employee Stock Ownership Plan c/o Home Federal Bank 624 Market Street Shreveport, Louisiana 71101 | 216,893 | (3) | 11.3 | % | ||||
Financial Opportunity Fund LLC 1313 Dolley Madison Boulevard, Suite 306 McLean, Virginia 22101 | 152,761 | (4) | 7.8 | |||||
Directors: | ||||||||
| James R. Barlow | 118,047 | (5)(6) | 5.9 | % | ||||
| Walter T. Colquitt, III | 17,594 | (5)(7) | * | |||||
| Mark M. Harrison | 20,974 | (5)(8) | 1.1 | |||||
| Daniel R. Herndon | 160,655 | (5)(9) | 8.2 | |||||
| Woodus K. Humphrey | 17,611 | (5) | * | |||||
| Scott D. Lawrence | 37,617 | (5)(10) | 1.9 | |||||
| Clyde D. Patterson | 56,611 | (5)(11) | 2.9 | |||||
| Thomas Steen Trawick, Jr. | 11,376 | 5) | * | |||||
| Timothy W. Wilhite, Esq. | 22,492 | (5)(12) | 1.2 | |||||
| Other Named Executive Officers: | ||||||||
| David S. Barber | 11,181 | 5)(13) | * | |||||
| K. Matthew Sawrie | 47,500 | (5)(14) | 2.4 | |||||
All Directors and Executive Officers as a Group (14 persons) | 562,014 | (5) | 26.6 | % | ||||
Name of Beneficial Owner or Number of Persons in Group | Amount and Nature of Beneficial Ownership as of September 18, 2023(1) | Percent of Common Stock(2) | |||
5% Shareholders: | |||||
Home Federal Bank Employee Savings & Profit Sharing Plan and Trust c/o Home Federal Bank 624 Market Street Shreveport, Louisiana 71101 | 233,937 | (3) | 7.5 | % | |
Home Federal Bank Employee Stock Ownership Plan c/o Home Federal Bank 624 Market Street Shreveport, Louisiana 71101 | 381,823 | (4) | 12.2 | ||
Daniel R. Herndon and Lola W. Herndon 6425 Youree Drive, Suite 260 Shreveport, Louisiana 71105 | 200,902 | (5) | 6.4 | ||
Directors: | |||||
James R. Barlow | 237,527 | (6)(7) | 7.5 | % | |
Walter T. Colquitt, III | 49,166 | (6)(8) | 1.6 | ||
Mark M. Harrison | 61,021 | (6)(9) | 1.9 | ||
Scott D. Lawrence | 81,402 | (6)(10) | 2.6 | ||
Thomas Steen Trawick, Jr. | 44,958 | (6) | 1.4 | ||
Timothy W. Wilhite, Esq. | 57,096 | (6)(11) | 1.8 | ||
Other Named Executive Officers: | |||||
David S. Barber | 42,281 | (6)(12) | 1.3 | ||
K. Matthew Sawrie | 118,657 | (6)(13) | 3.8 | ||
All Directors and Executive Officers as a Group (12 persons) | 830,204 | (6)(14) | 24.8 | % |
___________________
* Represents less than 1% of our outstanding common stock.
| (1) | Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. None of the shares reflected as being beneficially owned by executive officers and directors are pledged as security. |
| (2) | Each beneficial |
(Footnotes continued on next page)
___________________
| Under the terms of the Home Federal Bank Employees’ Savings & Profit Sharing Plan and Trust (“401(k) Plan”, the trustees vote the plans held in participant accounts in accordance with their instructions. Shares held in the 401(k) Plan for which no instructions are given are generally not voted. | |
| (4) | As of September |
| (5) | Includes 22,524 shares held by Mr. Herndon, 99,456 shares held by Mr. Herndon in his individual retirement account and 78,922 shares held jointly. Based on |
| | |
| (6) | Includes options to acquire shares of Home Federal Bancorp common stock that |
| Name | Stock Awards | Stock Options | ||||||
| James R. Barlow | 3,000 | 63,519 | ||||||
| Walter T. Colquitt, III | 200 | 6,974 | ||||||
| Mark M. Harrison | 1,584 | 9,369 | ||||||
| Daniel R. Herndon | 1,000 | 30,907 | ||||||
| Woodus K. Humphrey | 200 | 7,344 | ||||||
| Scott D. Lawrence | 200 | 7,344 | ||||||
| Clyde D. Patterson | 200 | 7,344 | ||||||
| Thomas Steen Trawick, Jr. | 1,091 | 7,393 | ||||||
| Timothy W. Wilhite, Esq. | 1,584 | 9,836 | ||||||
| David S. Barber | -- | 3,706 | ||||||
| K. Matthew Sawrie | 2,308 | 19,312 | ||||||
| All directors and executive officers as a group (14 persons) | 13,867 | 185,298 | ||||||
Name | Stock Awards | Stock Options | ||
James R. Barlow | 6,000 | 36,266 | ||
Walter T. Colquitt, III | 800 | 19,800 | ||
Mark M. Harrison | 800 | 29,800 | ||
Scott D. Lawrence | 800 | 3,600 | ||
Thomas Steen Trawick, Jr. | 800 | 28,800 | ||
Timothy W. Wilhite, Esq. | 800 | 10,800 | ||
David S. Barber | -- | 13,600 | ||
K. Matthew Sawrie | 400 | 22,400 | ||
All directors and executive officers as a group (12 persons) | 11,520 | 218,016 |
| Includes |
| (8) | Includes |
| (9) | Includes |
| (10) | Includes |
| (11) | Includes 45,496 shares held jointly with Mr. Wilhite’s spouse. |
| (12) | Includes 4,447 shares held in Home Federal |
| (13) | Includes |
| (14) | Includes an aggregate of 79,630 shares of common stock held in Home Federal |
Section 16(a) Beneficial Ownership Reporting Compliance
General. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own more than 10% of Home Federal Bancorp'sBancorp’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish Home Federal Bancorp with copies of all Section 16(a) forms they file. We know of no person who owns 10% or more of our common stock.
Delinquent Section 16(a) Reports.Based solely on our review of the copies of such forms furnished to us, or written representations from our officers and directors, we believe that during, and with respect to, the fiscal year ended June 30, 2017,2023, all of our officers and directors complied in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934.
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two) |
The Audit Committee of the Board of Directors of Home Federal Bancorp has appointed LaPorte, A Professional Accounting CorporationFORVIS, LLP, to perform the audit of our financial statements for the year ending June 30, 2018,2024, and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.
We have been advised by LaPorteFORVIS, LLP that neither that firm nor any of its associates has any relationship with Home Federal Bancorp or its subsidiaries other than the usual relationship that exists between an independent registered public accounting firm and its clients. LaPorteFORVIS, LLP will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.
Audit Fees
The following table sets forth the aggregate fees paid by us to LaPorteFORVIS, LLP for professional services rendered by LaPorte in connection with the audit of Home Federal Bancorp'sBancorp’s consolidated financial statements for fiscal 20172023 and 2016,2022, respectively, as well as the fees paid by us to LaPorteFORVIS, LLP for audit-related services, tax services and all other services rendered by LaPorte to us during fiscal 20172023 and 2016.
| Year Ended June 30, | ||||||||
| 2017 | 2016 | |||||||
Audit fees(1) | $ | 77,550 | $ | 78,850 | ||||
Audit-related fees(2) | 1,025 | 925 | ||||||
| Tax fees | -- | -- | ||||||
| All other fees | -- | -- | ||||||
| Total | $ | 78,757 | $ | 79,775 | ||||
Year Ended June 30, | ||||||||
2023 | 2022 | |||||||
Audit fees(1) | $ | 192,545 | $ | 137,219 | ||||
Audit-related fees | -- | 16,000 | ||||||
Tax fees | -- | -- | ||||||
All other fees | -- | -- | ||||||
Total | $ | 192,545 | $ | 137,219 | ||||
___________________
| (1) | Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with the Securities and Exchange |
The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Home Federal Bancorp. The Audit Committee also reviews and pre-approves all audit-related and non-audit related services rendered by our independent registered public accounting firm in accordance with the Audit Committee'sCommittee’s charter. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain audit-related services and certain non-audit related tax services which are specifically described by the Audit Committee on an annual basis and separately approves other individual engagements as necessary.
Each new engagement of LaPorte, A Professional Accounting CorporationFORVIS, LLP was approved in advance by the Audit Committee or its Chair, and none of those engagements made use of the de minimis exception to pre-approval contained in the Securities and Exchange Commission'sCommission’s rules.
The Board of Directors recommends that you vote FOR the ratification of the appointment
REPORT OF THE AUDIT COMMITTEE |
The Audit Committee has reviewed and discussed Home Federal Bancorp'sBancorp’s audited financial statements with management. The Audit Committee has discussed with Home Federal Bancorp'sBancorp’s independent registered public accounting firm, LaPorte, A Professional Accounting Corporation,FORVIS, LLP, the matters required to be discussed by the Statement on Auditing Standards ("SAS"(“SAS”) No. 61, "Communication“Communication with Audit Committees,"” as amended by SAS No. 90, "Audit“Audit Committee Communications."” The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant'saccountant’s communications with the Audit Committee concerning independence and has discussed with LaPorte, A Professional Accounting Corporation,FORVIS, LLP, the independent auditor'sauditor’s independence. Based on the review and discussions referred to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Home Federal Bancorp'sBancorp’s Annual Report on Form 10-K for fiscal year 20172023 for filing with the Securities and Exchange Commission.
Members of the Audit Committee
Mark M. Harrison
Scott D. Lawrence, Chairman
Timothy W. Wilhite, Esq.
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS |
Shareholder Proposals
. Any proposal which a shareholder wishes to have included in the proxy materials of Home Federal Bancorp relating to the next annual meeting of shareholders of Home Federal Bancorp, which is anticipated to be held in NovemberShareholder proposals which are not submitted for inclusion in Home Federal Bancorp'sBancorp’s proxy materials pursuant to Rule 14a-8 may be brought before an annual meeting pursuant to Article 8.D. of our Articles of Incorporation. Notice of the proposal must be given in writing and delivered to, or mailed and received at, our principal executive offices no later than June 6, 2018.5, 2024. The notice must include the information required by Article 8.D. of our Articles of Incorporation.
Shareholder Nominations
. Our Articles of Incorporation provide that all nominations for election to the Board of Directors, other than those made by the Board or a committee thereof, shall be made by a shareholder who has complied with the notice and information requirements contained in Article 5.F. of our Articles of Incorporation. Written notice of a shareholder nomination generally must be communicated to the attention of the Secretary and either delivered to, or mailed and received at, our principal executive offices no later than JuneOther Shareholder Communications
. Shareholders who wish to communicate with the Board may do so by sending written communications addressed to the Board of Directors of Home Federal Bancorp, Inc., c/o DeNell W. Mitchell, Corporate Secretary, at 624 Market Street, Shreveport, Louisiana 71101. Ms. Mitchell will forward such communications to the director or directors to whom they are addressed.ANNUAL REPORTS |
A copy of Home Federal Bancorp'sBancorp’s Annual Report including the Form 10-K for the year ended June 30, 20172023 accompanies this proxy statement. Such annual report is not part of the proxy solicitation materials.
Upon receipt of a written request, we will furnish to any shareholder without charge a copy of the exhibits to the Annual Report on Form 10-K for the year ended June 30, 2017.2023. Such written requests should be directed to Ms. DeNell W. Mitchell, Corporate Secretary, Home Federal Bancorp, Inc., 624 Market Street, Shreveport, Louisiana 71101.
OTHER MATTERS |
Management is not aware of any business to come before the annual meeting other than the matters described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Home Federal Bancorp. Home Federal Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of Home Federal Bancorp'sBancorp’s common stock. In addition to solicitations by mail, directors, officers and employees of Home Federal Bancorp may solicit proxies personally or by telephone without additional compensation.
You may elect to receive future proxy materials, as well as other investor communications, in a single package per address. This practice, known as "householding,"“householding,” is designed to reduce our paper use, and printing and postage costs. To make the election, please indicate on your proxy card under "Householding Election"“Householding Election” your consent to receive such communications in a single package per address. Your consent to householding will be perpetual until you revoke it. You may revoke your consent or request separate copies of our proxy materials by notifying our Corporate Secretary at 624 Market Street, Shreveport, Louisiana 71101. If you revoke your consent, we will start sending you individual copies of proxy materials and other investor communications within 30 days of your revocation.
October 4, 2017
To: Participants in the Home Federal Bank Employees’ Savings and Profit Sharing Plan (the “401(k) Plan”)
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of Home Federal Bancorp. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Bank 401(k) Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, Annual Report for the year ended June 30, 20172022 and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your allocated shares held in the 401(k) Plan by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the envelope provided or voting by phone or the Internet. In order to be effective, your voting instructions must be received no later than 11:59 P.M. Eastern Time on November 1, 2017.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting instructions are not received, the shares allocated to your 401(k) Plan account will generally not be voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the 401(k) Plan. If you also own shares of Home Federal Bancorp common stock outside of the 401(k) Plan, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be voted.
Very truly yours,
James R. Herndon
Chairman of the Board,
Chief Executive Officer
October 4, 2017
To: Participants in the Home Federal Bank Employee Stock Ownership Plan (the “ESOP”)
Re: Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of Home Federal Bancorp. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Bank ESOP will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, Annual Report for the year ended June 30, 20172022 and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your allocated shares held in the ESOP by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the envelope provided or voting by phone or the Internet. In order to be effective, your voting instructions must be received no later than 11:59 P.M. Eastern Time on November 1, 2017.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting instructions are not received, the shares allocated to your ESOP account will generally not be voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the ESOP. If you also own shares of Home Federal Bancorp common stock outside of the ESOP, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be voted.
Very truly yours,
James R. Herndon
Chairman of the Board,
President andChief Executive Officer
