HOMETRUST BANCSHARES, INC. | ||
(Name of Registrant as Specified In Its Charter) | ||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
No fee required. | ||
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
Fee paid previously with preliminary materials. | ||
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
1) | Amount Previously Paid: | |
2) | Form, Schedule or Registration Statement No.: | |
3) | Filing Party: | |
4) | Date Filed: |
October 15, 2018
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of HomeTrust Bancshares, Inc., we cordially invite you to attend our annual meeting of stockholders. The meeting will be held at 10:00 a.m., local time, on Monday, November 26, 2018,16, 2020, at the Renaissance Hotel, located at 31 Woodfin Street, Asheville, North Carolina.
An important aspect of the annual meeting process is the stockholder vote on corporate business items. I urge you to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to consider and vote upon: (1) the election of three directors of the Company; (2) an advisory (non-binding) vote on executive compensation (commonly referred to as a "say“say on pay vote"vote”); (3) an advisory (non-binding) vote on whether a say on pay vote should be held every year, every two years or every three years (commonly referred to as a "say on pay frequency vote"); (4) the approval of an amendment to the HomeTrust Bancshares, Inc. Tax Benefits Preservation Plan in order to extend the plan's final expiration date to August 21, 2021; and (5)(3) the ratification of the appointment of Dixon Hughes Goodman LLP as the Company'sCompany’s independent auditors for the fiscal year ending June 30, 2019.
This year we are again using a Securities and Exchange Commission rule to furnish our proxy statement, Annual Report and proxy card over the internet to stockholders. This means that stockholders will not receive paper copies of these documents. Instead, stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet. This rule allows us to lower the costs of delivering the annual meeting materials and reduce the environmental impact of the meeting. If you would like to receive printed copies of the materials, the notice contains instructions on how you can request printed copies.
Regardless of whether you plan to attend the annual meeting in person, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible. Voting promptly will save us additional expense in soliciting proxies and will ensure that your shares are represented at the meeting.
Your Board of Directors and management are committed to the continued growth and success of HomeTrust Bancshares, Inc. and the enhancement of your investment. As Chairman and Chief Executive Officer, I greatly appreciate your confidence and support.
Very truly yours, /s/ Dana L. Stonestreet Dana L. Stonestreet Chairman of the Board, President and Chief Executive Officer |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 26, 2018
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of HomeTrust Bancshares, Inc. will be held as follows:
TIME AND DATE | 10:00 a.m. local time Monday, November | ||
PLACE** | Renaissance Hotel 31 Woodfin Street Asheville, North Carolina | ||
ITEMS OF BUSINESS | (1) | The election of three directors. | |
(2) | An advisory (non-binding) vote on executive compensation (commonly referred to as a | ||
(3) | |||
The ratification of the appointment of Dixon Hughes Goodman LLP as HomeTrust Bancshares, Inc. | |||
RECORD DATE | Holders of record of HomeTrust Bancshares, Inc. common stock at the close of business on September | ||
PROXY VOTING | It is very important that your shares be represented and voted at the annual meeting. Regardless of whether you plan to attend the annual meeting in person, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible. |
** As part of our precautions regarding the coronavirus (COVID-19) pandemic, we are planning for the possibility that the annual meeting may be held solely by means of remote communication (commonly referred to as a “virtual” meeting). If we determine to make the annual meeting virtual, we will announce the decision to do so in advance, and provide information on how to participate, in a press release, which will be filed with the Securities and Exchange Commission as additional proxy soliciting material.
BY ORDER OF THE BOARD OF DIRECTORS /s/ Dana L. Stonestreet DANA L. STONESTREET Chairman of the Board, President and Chief Executive Officer |
Asheville, North Carolina
October 5, 2020
HOMETRUST BANCSHARES, INC.
10 Woodfin Street
Asheville, North Carolina 28801
(828) 259-3939
PROXY STATEMENT
INTRODUCTION
The HomeTrust Bancshares, Inc. Board of Directors is using this proxy statement to solicit proxies from the holders of the Company'sCompany’s common stock for use at the Company'sCompany’s upcoming annual meeting of stockholders. The annual meeting of stockholders will be held at 10:00 a.m., local time, on Monday, November 26, 201816, 2020 at the Renaissance Hotel, located at 31 Woodfin Street, Asheville, North Carolina. As part of our precautions regarding the COVID-19 pandemic, we are planning for the possibility that the annual meeting may be held solely by means of remote communication (commonly referred to as a “virtual” meeting). If we determine to make the annual meeting virtual, we will announce the decision to do so in advance, and provide information on how to participate in a press release, which will be filed with the Securities and Exchange Commission (the “SEC”) as additional proxy soliciting material.
At the meeting, stockholders will be asked to vote on fivethree proposals. The proposals are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in more detail below. Stockholders also will consider any other matters that may properly come before the meeting or any adjournment or postponement of the meeting, although the Board of Directors knows of no other business to be presented. HomeTrust Bancshares, Inc. is referred to in this proxy statement from time to time as the "Company," "HomeTrust“Company,” “HomeTrust Bancshares," "we," "us"” “we,” “us” or "our."“our.” Certain of the information in this proxy statement relates to HomeTrust Bank (sometimes referred to as the "Bank"“Bank”), a wholly owned subsidiary of the Company.
We have decided to again use the "Notice“Notice and Access"Access” rule adopted by the Securities and Exchange Commission (the "SEC")SEC to provide access to our proxy materials over the internet instead of mailing printed copies of the proxy materials to each stockholder. As a result, on or about October 15, 2018,5, 2020, we mailed to all stockholders a "Notice“Notice of Internet Availability of Proxy Materials"Materials” that tells them how to access and review the information contained in the proxy materials and how to vote their proxies over the internet. You will not receive printed copies of the proxy materials in the mail unless you request them by following the instructions included in the Notice of Internet Availability of Proxy Materials.
By submitting your proxy, either by executing and returning the accompanying proxy card or by voting electronically via the internet or by telephone, you are authorizing the Company'sCompany’s Board of Directors to represent you and vote your shares at the meeting in accordance with your instructions. The Board of Directors also may vote your shares to adjourn the meeting from time to time and will be authorized to vote your shares at any adjournments or postponements of the meeting.
This proxy statement and the accompanying materials are first being made available to stockholders on or about October 15, 2018.
Your proxy vote is important. Whether or not you plan to attend the meeting, please vote your proxy by internet, telephone or mail as promptly as possible.
INFORMATION ABOUT THE ANNUAL MEETING
What is the purpose of the annual meeting?
At the annual meeting, stockholders will be asked to vote on the following proposals:
Proposal 1. | The election of three directors of the Company. | |
Proposal 2. | An advisory (non-binding) vote on executive compensation (the | |
Proposal 3. |
The ratification of the appointment of Dixon Hughes Goodman LLP as the |
Stockholders also will transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting. Members of our management team will be present at the meeting to respond to appropriate questions from stockholders.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote FOR the election of the director nominees named in this proxy statement, FOR the Say on Pay Vote FOR a frequency of every ONE YEAR on the Say on Pay Frequency Vote, FOR the Tax Benefits Preservation Plan Amendment and FOR the ratification of the appointment of Dixon Hughes Goodman LLP.
Who is entitled to vote?
The record date for the meeting is September 28, 2018.18, 2020. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting. The only class of stock entitled to vote at the meeting is the Company'sCompany’s common stock. Each outstanding share of common stock is entitled to one vote for all matters before the meeting; provided, however, that pursuant to Section D of Article 5 of the Company'sCompany’s charter, no person who beneficially owns more than 10% of the shares of the Company'sCompany’s common stock outstanding as of the record date may vote shares in excess of that amount. At the close of business on the record date there were 18,957,28017,020,724 shares of common stock outstanding.
What if my shares are held in "street name"“street name” by a broker?
If you are the beneficial owner of shares held in "street name"“street name” by a broker, your broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker nevertheless will be entitled to vote the shares with respect to "discretionary"“discretionary” items but will not be permitted to vote your shares with respect to any "non‑discretionary"“non-discretionary” items. In the case of non-discretionary items, the shares will be treated as "broker“broker non-votes."” Whether an item is discretionary is determined by the exchange rules governing your broker. It is expected that the ratification of the appointment of Dixon Hughes Goodman LLP will be considered a discretionary item and that each of the other proposals will be considered a non-discretionary item.
What if I hold shares through an account under the HomeTrust Bank KSOP?
Each participant in the HomeTrust Bank KSOP (the "KSOP"“KSOP”) may instruct the KSOP trustee how to vote the shares of common stock held in the participant'sparticipant’s KSOP account. If a participant properly executes the voting instruction card distributed by the trustee, the trustee will vote the participant'sparticipant’s shares in accordance with the instructions. Where properly executed voting instruction cards are returned to the trustee with no specific instruction as to how to vote at the annual meeting, the trustee will vote the shares "FOR"FOR the election of the director nominees named in this proxy statement, FOR the Say on Pay Vote FOR a frequency of every ONE YEAR on the Say on Pay Frequency Vote, FOR the Tax Benefits Preservation Plan Amendment and FOR the ratification of the appointment of Dixon Hughes Goodman LLP. In the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the shares of common stock held in the participant'sparticipant’s KSOP account, and in the case of shares held by the KSOP but not allocated to any participant'sparticipant’s account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the manner of voting the shares held in their KSOP accounts with respect to each proposal.
How many shares must be present to hold the meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of the holders of at least one-third of the shares of the Company'sCompany’s common stock outstanding on the
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record date will constitute a quorum. Proxies received but marked as abstentions or broker non‑votesnon-votes will be included in the calculation of the number of shares considered to be present at the meeting.
What if a quorum is not present at the meeting?
If a quorum is not present at the scheduled time of the meeting, the stockholders who are represented may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be conducted at the meeting.
How do I vote?
1. You may vote by mail. If you properly complete and sign the proxy card, it will be voted in accordance with your instructions.
2. You may vote by telephone. If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote by telephone by following the instructions included on the proxy card. If you vote by telephone, you do not have to mail in your proxy card.
3. You may vote on the internet. If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote on the internet by following the instructions included on the proxy card. If you vote on the internet, you do not have to mail in your proxy card.
4. You may vote in person at the meeting. If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in the name of your broker, bank or other nominee, you will need to obtain a proxy form from the institution that holds your shares indicating that you were the beneficial owner of the Company'sCompany’s common stock on September 28, 2018,18, 2020, the record date for voting at the annual meeting.
Can I vote by telephone or on the internet if I am not a registered stockholder?
If your shares are held in "street name"“street name” by a broker or other nominee, you should check the voting form used by that firm to determine whether you will be able to vote by telephone or on the internet.
Can I change my vote after I submit my proxy?
If you are a registered stockholder, you may revoke your proxy and change your vote at any time before the polls close at the meeting by:
· | signing another proxy with a later date; |
· | voting by telephone or on the internet -- your latest telephone or internet vote will be counted; |
· | giving written notice of the revocation of your proxy to the Corporate Secretary of the Company prior to the annual meeting; or |
· | voting in person at the annual meeting. |
If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received from your nominee to change those instructions.
What if I do not specify how my shares are to be voted?
If you are a registered stockholder and you submit an executed proxy but do not indicate any voting instructions, your shares will be voted:
· | FOR the election of the three director nominees named in this proxy statement; |
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· | FOR the Say on Pay Vote; |
· | FOR the ratification of the appointment of Dixon Hughes Goodman LLP as the |
Will any other business be conducted at the annual meeting?
The Board of Directors knows of no other business that will be conducted at the meeting. If any other business properly comes before the stockholders for a vote at the meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
How many votes are required to approve the proposals?
Director nominees who receive the highest number of votes for the positions to be filled will be elected. Approval of each of the Say on Pay Vote the Tax Benefits Preservation Plan Amendment and the ratification of the appointment of Dixon Hughes Goodman LLP as the Company'sCompany’s independent auditors requires the affirmative vote of a majority of the votes cast on the matter. On the Say on Pay Frequency Vote, the choice receiving the greatest number of votes – one year, two years or three years – will be the frequency that stockholders will be deemed to have approved.
How will withheld votes and abstentions be treated?
If you withhold authority to vote for one or more director nominees or if you abstain from voting on any other proposal, your shares will still be included for purposes of determining whether a quorum is present. If you abstain from voting on any proposal other than the election of directors, your shares will be not be included in the number of shares voting on that proposal and, consequently, your abstention will have no practical effect on that proposal.
How will broker non‑votesnon-votes be treated?
Shares treated as broker non‑votesnon-votes on one or more proposals will be included for purposes of calculating the presence of a quorum. Otherwise, shares represented by broker non-votes will be treated as shares not entitled to vote on a proposal. Consequently, broker non-votes will have no effect on the election of directors or any other proposal.
Who can I call if I have questions?
If you have any questions, you can call Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer at 828-350-3049.
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STOCK OWNERSHIP
As of September 28, 2018,18, 2020, there were 18,957,28017,020,724 shares of the Company'sCompany’s common stock outstanding. The following table sets forth, as of September 28, 2018,18, 2020, certain information as to the onlyeach person known by management to be the beneficial owner of more than five percent of the outstanding shares of our common stock:
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||
1,217,147(1) | 7.15% | |||
HomeTrust Bank KSOP 10 Woodfin Street Asheville, North Carolina 28801 |
Impax Asset Management Group plc et al. 30 Panton Street, 7th Floor SW1Y 4AJ London, United Kingdom | 1,007,672(3) | 5.92% |
_______________
As reported by BlackRock, Inc. in a Schedule 13G filed with the SEC on February 5, 2020. BlackRock, Inc. reported having sole voting power with respect to 1,179,667 shares and sole dispositive power with respect to 1,217,147 shares. | |
(2) | Each KSOP participant may instruct the KSOP trustee how to vote the shares of common stock held in the |
As reported by |
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The following table sets forth, as of September 28, 2018,18, 2020, certain information as to the shares of common stock beneficially owned by our current directors and named executive officers and by all current directors and executive officers as a group. The address of each person in the table is: c/o HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.
Name | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class(6) | ||||||
Sidney A. Biesecker | 63,492 | (3) | 0.33 | % | ||||
Robert. G. Dinsmore, Jr. | 50,800 | 0.27 | ||||||
J. Steven Goforth | 64,800 | 0.34 | ||||||
Keith J. Houghton | 7,014 | (3) | 0.04 | |||||
Robert E. James, Jr. | 10,075 | 0.05 | ||||||
Laura C. Kendall | 11,000 | 0.06 | ||||||
Craig C. Koontz | 63,729 | 0.34 | ||||||
F.K. McFarland, III | 67,400 | (4) | 0.35 | |||||
Peggy C. Melville | 74,800 | 0.39 | ||||||
Howard L. Sellinger | 125,031 | (3) | 0.66 | |||||
Dana L. Stonestreet | 491,412 | (3)(5) | 2.56 | |||||
Tony J. VunCannon | 146,711 | (3) | 0.77 | |||||
C. Hunter Westbrook | 143,321 | (3) | 0.75 | |||||
Richard T. Williams | 9,000 | 0.05 | ||||||
Directors and Executive Officers as a Group (15 persons) | 1,345,348 | (3) | 7.10 |
Name | Amount and Nature of Beneficial Ownership(1)(2) | Percent of Class(6) | ||||||
Sidney A. Biesecker | 58,617 | (3) | 0.34 | % | ||||
Marty T. Caywood | 37,228 | (3) | 0.22 | |||||
J. Steven Goforth | 70,116 | 0.41 | ||||||
Paula C. Labian | 11,875 | 0.07 | ||||||
Robert E. James, Jr. | 17,182 | 0.10 | ||||||
Laura C. Kendall | 24,107 | 0.14 | ||||||
Craig C. Koontz | 57,236 | 0.34 | ||||||
Rebekah M. Lowe | 0 | 0.00 | ||||||
F.K. McFarland, III | 52,907 | (4) | 0.31 | |||||
Dana L. Stonestreet | 544,034 | (3)(5) | 3.15 | |||||
John A. Switzer | 2,107 | 0.01 | ||||||
Tony J. VunCannon | 158,236 | (3) | 0.92 | |||||
C. Hunter Westbrook | 174,899 | (3) | 1.02 | |||||
Richard T. Williams | 24,107 | 0.14 | ||||||
Directors and Executive Officers as a Group (16 persons) | 1,288,972 | (3) | 7.29 |
_______________
(1) | Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain family members, by certain related entities or by trusts of which the directors and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director or executive officer may be deemed to have sole or shared voting and/or dispositive powers. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities. |
(2) | Included in the shares beneficially owned by the directors and executive officers are options to purchase shares of the |
(3) | Includes shares held in KSOP accounts, as follows: Mr. Biesecker – 2,019 shares; Mr. |
(4) | Includes 3,800 shares held by Mr. |
(5) | Includes 30,000 shares held by Mr. |
(6) | Shares subject to options that are currently exercisable or that will become exercisable within 60 days after September |
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PROPOSAL I
ELECTION OF DIRECTORS
The Company'sCompany’s Board of Directors currently consists of ten members but will be reduced to nine members upon the mandatory retirement of Peggy C. MelvilleJ. Steven Goforth as a director effective at the completion of the annual meeting. Approximately one-third of the Company'sCompany’s directors are elected annually. Directors of the Company are elected to serve for a three-year term or until their respective successors are elected and qualified.
The following table sets forth certain information regarding the composition of the Company'sCompany’s Board of Directors, including each director'sdirector’s term of office. The Board of Directors, acting on the recommendation of the Governance and Nominating Committee, has recommended and approved the nominations of Sidney A. Biesecker, Robert G. Dinsmore,E. James, Jr., Craig C. Koontz and Richard T. WilliamsF.K. McFarland, III to serve as directors, each for a term of three years to expire at the annual meeting of stockholders to be held in fiscal 2022,2024, following the Company'sCompany’s fiscal year ending June 30, 2021.2023. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting FOR the election of these director nominees. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend, acting on the recommendations of the Governance and Nominating Committee. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.
Name | Age(1) | Position(s) Held in the Company and the Bank | Director Since(2) | Term of Office Expires in Fiscal | ||||
NOMINEES | ||||||||
Sidney A. Biesecker | 67 | Director | 2010 | 2022 | ||||
Robert G. Dinsmore, Jr. | 73 | Director | 2012 | 2022(3) | ||||
Richard T. Williams | 65 | Director | 2016 | 2022 | ||||
DIRECTORS REMAINING IN OFFICE | ||||||||
J. Steven Goforth | 73 | Director | 2002 | 2020 | ||||
Laura C. Kendall | 66 | Director | 2016 | 2020 | ||||
Dana L. Stonestreet | 64 | Chairman, President and Chief Executive Officer | 2007 | 2020 | ||||
Robert E. James, Jr. | 67 | Director | 2016 | 2021 | ||||
Craig C. Koontz | 68 | Director | 2010 | 2021 | ||||
F. K. McFarland, III | 61 | Director | 2003 | 2021 |
Name | Age(1) | Position(s) Held in the Company and the Bank | Director Since(2) | Term of Office Expires in | ||||
NOMINEES | ||||||||
Robert E. James, Jr. | 69 | Director | 2016 | 2024 | ||||
Craig C. Koontz | 70 | Director | 2010 | 2024 | ||||
F. K. McFarland, III | 63 | Director | 2003 | 2024 | ||||
DIRECTORS REMAINING IN OFFICE | ||||||||
Sidney A. Biesecker | 69 | Director | 2010 | 2022 | ||||
John A. Switzer | 63 | Director | 2019 | 2022 | ||||
Richard T. Williams | 67 | Director | 2016 | 2022 | ||||
Laura C. Kendall | 68 | Director | 2016 | 2023 | ||||
Rebekah M. Lowe | 61 | Director | 2020 | 2023 | ||||
Dana L. Stonestreet | 66 | Chairman, President and Chief Executive Officer | 2007 | 2023 | ||||
_________________________
(1) | As of June 30, |
Includes service as a director of the Bank. | |
Mandatory Director Retirement Bylaw Provision
Article II, Section 12 of the Company'sCompany’s bylaws provides generally that a person who is not an employee of the Company or any of its subsidiaries and is (a) 72 years of age or older and was a director of the Company on April 30, 2018 or (b) 70 years of age or older and was not a director of the Company on April 30, 2018, shall not be eligible for election, re-election, appointment or re-appointment to the Company'sCompany’s Board of Directors and shall also not be eligible to continue to serve as a director beyond the annual meeting of stockholders of the Company immediately following the non-employee director becoming 72 or 70 years of age, as applicable.
Article II, Section 12 grants the Board discretion to exempt a non-employee director who (a) was a director of the Company on June 30, 2013 and April 30, 2018 and (b) is between 72 and 74 years of age, from mandatory retirement until the Company'sCompany’s next annual meeting of stockholders. This discretion may be exercised by the Board only if it finds that the exemption is in the best interest of the Company based on the qualifications considered in the selection of directors. Directors Dinsmore and Goforth, each of whom is currently age 73, have been exempted from mandatory retirement until the annual meeting of stockholders to be held in fiscal 2020, following the Company's fiscal year ending June 30, 2019.
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Article II, Section 12 prohibits a person who is 75 years of age or older and who is an employee of the Company or any of its subsidiaries from being elected, re-elected, appointed or re-appointed to the Board or continuing to serve as a director beyond the annual meeting of stockholders of the Company immediately following the director becoming age 75.
Board Refreshment and Diversification
Upon completion of the annual meeting, five of our nine directors - representing a majority of the Board - will be individuals who became directors of the Company less than five years ago. Of these five newer directors:
· | two are women (40% of newer directors); |
· | one is African-American (20% of newer directors); and |
· | all are independent (100% of newer directors). |
Our Board has been greatly enhanced by the fresh and diverse perspectives of these directors.
Business Experience and Qualifications of Our Directors
The business experience of each of our directors for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each director that further supports his or her service as a director are set forth below. Unless otherwise indicated, each director has held his or her current occupation and employment position for the past five years.
Robert E. James, Jr. Mr. James has over 42 years of experience in the banking industry and is currently President of Robert E. James Advisors, LLP. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. From 2012 to 2015, he has worked for Grant Thornton LLP as a Senior Advisor in their Banking and Securities Industry Practice. Prior to 2012, he worked for Fifth Third Bank, North Carolina (President and CEO 2008-2012), First Charter Corporation (President and CEO 2004-2008; Chief Banking Officer 1999-2004), and Centura Banks, Inc. (Executive Vice President 1989-1999). He is a current board member for the Salvation Army, Charlotte Area Command. In addition, he has served as Vice-Chair for the Board of Directors of Fifth Third Bank, North Carolina (2011-2014), served on the Board of Directors of the North Carolina Bankers Association (Chair 2007-2008), served as a board member for UNC Chapel Hill – Board of Visitors and has served as Chairman of the Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.
Mr. James’s many years of experience in the banking industry, including having served as a CEO and in other senior executive positions, make him a valuable member of the Board.
Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT Director for Atrium's North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz currently serves as an elder of Lexington’s First Presbyterian Church and volunteers for Crisis Ministry of Davidson County. Mr. Koontz has also served as President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz has served as a director of Industrial Federal Bank since 1990. Mr. Koontz became a director of HomeTrust Bank in 2010.
Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled
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with his knowledge of and experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.
F.K. McFarland, III. Mr. McFarland has served as President of McFarland Funeral Chapel, Inc. Mr. McFarland has served on a number of other community boards, including the board of trustees of St. Luke's Hospital, the zoning board for Tryon, North Carolina, the Hospice of the Carolina Foothills, the Polk County, North Carolina Chamber of Commerce, the American Cancer Society – Polk County Unit (as Chairman) and the Forbes Foundation, a philanthropic organization. Mr. McFarland joined the Board of Directors of HomeTrust Bank in 2003.
Mr. McFarland adds value to the Board through his experience as a small business owner and operator for over 30 years and his strong ties to the local community from his other board service.
Sidney A. Biesecker. On January 31, 2015, Mr. Biesecker retired as Senior Vice President of HomeTrust Bank and President for HomeTrust Bank's Industrial Federal Bank division, positions he had held since HomeTrust Bank's acquisition of Industrial Federal Bank in February 2010. Prior to the acquisition, Mr. Biesecker held various officer positions for Industrial Federal Bank since 1974, including President and Chief Executive Officer since 1990. Mr. Biesecker has served as a director of Industrial Federal Bank since 1992. Mr. Biesecker was appointed to the Board of Directors of HomeTrust Bank in 2010. Mr. Biesecker has served on the boards and committees of numerous community organizations. Mr. Biesecker currently serves on the Executive Committee and as Board Chairan advisory director of the Lexington Housing Community Development Corporation for Davidson County, North Carolina.
From over 40 years working for Industrial Federal Bank, Mr. Biesecker brings to the Board extensive knowledge of nearly all areas of banking operations and experience in all aspects of risk management.
John A. Switzer.Mr. Dinsmore was appointedSwitzer recently retired as the Managing Partner of the Charlotte office of KPMG LLP, and the Market Leader for KPMG’s Coastal Business Unit, encompassing offices in the Carolinas, Florida, and Puerto Rico. Over his 38-year career at the firm, he held various leadership roles which also included serving as the Managing Partner of the Cleveland, Louisville, and Lexington, Kentucky offices, as well as other leadership roles within the firm. Throughout his career, Mr. Switzer served as the lead audit partner for numerous publicly traded global and domestic companies in multiple industries. Mr. Switzer is a director of Barings BDC, Inc., a publicly traded business development company, where he has served as the audit committee chairman. He also is a director of CTE (Carolina Tractor and Equipment Company) and a current board member for the Foundation for the Mint Museum and the National Association of Corporate Directors Carolinas Chapter. In addition, he has served on numerous other not-for-profit boards in several cities throughout his career. Mr. Switzer joined the Board effective September 3, 2019 after having served as an advisory director of HomeTrust Bancshares in August 2012 and became a director of HomeTrust Bank in November 2012. since January 1, 2019.
Mr. Dinsmore is a certified public accountant and worked in various roles for KPMG for nearly 30 years, retiring as a partner in 1999. Subsequent to that, Mr. Dinsmore worked as a consultant on general corporate matters and on U.S. and international tax and merger and acquisition matters for Zellweger Luwa, AG, a multi-national equipment manufacturer and air engineering services company based in Zurich, Switzerland (from 1999 to 2008), and for Bahnson Holdings, Inc., a specialty engineering, manufacturing and mechanical contracting company based in Winston-Salem, North Carolina (from 2008 to 2011). From 2001 until it was acquired by another company in 2009, Mr. Dinsmore served as a director and audit committee chair of American Community Bancshares, Inc., the publicly held parent of Monroe, North Carolina-based American Community Bank.
Richard T. Williams
. Mr. Williams recently retired as Vice President9
Mr. Williams brings to the Board extensive business experience gained from a variety of leadership roles within a large organization, as well as strong ties to the local community.
Laura C. Kendall.
Ms. Kendall is a Senior Managing Director at Aurora Management Partners and has overMs. Kendall'sKendall’s broad business background and accounting expertise make her a valued member of the Board.
Rebekah M. Lowe. Ms. Lowe is the Chief Executive of Fizzywork Executive Coaching, a position she has held since 2012. Previously, Ms. Lowe was with Wachovia Bank (now Wells Fargo) beginning in 1982 and rose through the ranks to serve both East Florida and Western North Carolina as Regional President before her departure in 2007. A broad banking career included serving as a branch manager, regional risk administration manager, state retail banking manager, state mortgage manager, and mergers and integrations manager for three different acquisitions. As Regional President, she had overall responsibility for consumer, commercial, wealth, real estate, and dealer banking in the regions she served. She also held the title of Executive Vice President of Wachovia Bank since 2002.
Ms. Lowe graduated from Georgetown University’s Leadership Coaching Program. She completed the University of North Carolina at Chapel Hill’s Executive Leadership Program and the Duke University’s Senior Management Development Program, and was a member of Leadership North Carolina. Ms. Lowe has served on many community boards and executive committees, including those of The United Way, Chambers of Commerce, YMCA of Western North Carolina, and Sisters of Mercy of North Carolina Foundation. Ms. Lowe joined the Board effective September 1, 2020 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 10, 2020.
Ms. Lowe’s extensive experience in the banking industry and in working with executive-level employees on the development of leadership skills is expected to make her a valuable addition to the Board.
Dana L. Stonestreet.
In hisMr. Stonestreet's nearly three decades of service with HomeTrust Bank gives him in-depth knowledge of nearly all aspects of its operations. Mr. Stonestreet's accounting background and prior service as HomeTrust Bank's Chief Financial Officer also provide him with a strong understanding of the various financial matters brought before
the Board.
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Executive Officers Who Are Not Also Directors
Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company. Each executive officer'sofficer’s age is as of June 30, 2018.
C. Hunter Westbrook
. Mr. Westbrook, ageTony J. VunCannon
. Mr. VunCannon, ageMarty T. Caywood. Mr. Sellinger,Caywood, age 65, has served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Information Officer of HomeTrust Bank since July 2006. Mr. Sellinger48, joined HomeTrust Bank in 1975May 1995 and has served as a management trainee. Over his career, Mr. Sellinger has managed HomeTrust Bank's Skyland office, loan operations, deposit operations, mortgage loan underwriting and information technology. He directed HomeTrust Bank's entry into the secondary loan market, and the implementation of most systems and services used by HomeTrust Bank during his tenure. He was responsible for regulatory compliance prior to the formation of HomeTrust Bank's compliance department, managed two data center conversions, and directed all of the systems conversions of acquired banks. He was promoted to Vice President of Information Technology and Operations in 1988, Chief Information Officer in 1997, Senior Vice President and Chief Information Officer in 2006 and Executive Vice President and Chief Information Officer since April 2019. During his time at HomeTrust Bank, he has served in December 2014.multiple capacities, developing and implementing technology initiatives across the organization. In 2014, Mr. Caywood assumed the role of Director of Information Technology and was promoted to Senior Vice President and Chief Technology Officer in September 2017. In addition Mr. Sellingerto maintaining existing enterprise systems, he provides technical direction to all lines of business and has servedled numerous operational process improvement initiatives.
Paula C. Labian. Ms. Labian, age 62, joined HomeTrust Bank in January 2019 as Executive Vice President (Seniorand Chief Human Resources Officer. Ms. Labian has more than 25 years of broad industry experience in human resource development, strategy and leadership. She began her career in financial services in southern California with Bank of Coronado and Guild Mortgage Company, managing human resources and administering loan officer compensation as well as training. Ms. Labian has held senior level positions with Blue Cross Blue Shield of Florida, Whole Foods Market, Alterra Mountain Company and CoBiz Financial, serving as Vice President, prior to December 22, 2014)Human Resources and Chief Information OfficerEmployee Services for Alterra from 2014 until 2017 and most recently serving as Senior Vice President, Director of HomeTrust Bancshares since HomeTrust Bank's mutual-to-stock conversion.
Keith J. Houghton.
Mr. Houghton, ageR. Parrish Little.
Mr. Little, age11
Bank of America in Greensboro and Charlotte, N.C. from 1997 to 2007, during which time he was promoted to Senior Vice President. He joined First Citizens Bank and Trust in Columbia, South Carolina in 2008 as Director of Risk Management. In his most recent role there, which he held prior to joining HomeTrust Bank, he served as Chief Audit Executive of First Citizens Bank and Trust and directed the Internal Audit team.
Director Independence
The Company'sCompany’s Board of Directors has determined that the following directors, constituting a majority (nine of ten directors) of the Board, are "independent“independent directors,"” as that term is defined in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market ("NASDAQ"(“NASDAQ”): Biesecker, Dinsmore, Goforth, James, Kendall, Koontz, Lowe, McFarland, MelvilleSwitzer and Williams.
Board Leadership Structure and Role in Risk Oversight
Leadership Structure.
We currently combine the positions of Chief Executive Officer and Chairman into one position. We believe that this structure is appropriate because of the primarily singular operating environment of the Company and HomeTrust Bank, with our predominant focus on being a provider of retailRole in Risk Oversight.
Risk is inherent with the operation of every financial institution, and how well an institution manages risk can ultimately determine its success. We face a number of risks, including but not limited to credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board has ultimate responsibility for the oversight of risk management. The Board believes that risk management, including setting appropriate risk limits and monitoring mechanisms, is an integral component and cannot be separated from strategic planning, annual operating planning, and daily management of our business. Consistent with this approach as well as based on the belief that certain risks require an oversight focus that a Board committee can better provide, the Board has delegated the oversight of certain risk areas to certain committees of the Board. The responsibilities of the Executive and Risk Committee of the Board of Directors include enterprise risk management, which encompasses the primary risks faced by HomeTrust Bank in its operations. The responsibilities of the Audit Committee of the Board of Directors include assisting the Board with respect to potential financial risks to the Company. The responsibilities of the Compensation Committee of the Board of Directors include the consideration of risks in connection with incentive and other compensation programs. SeeCybersecurity risk is a key consideration in the operational risk management capabilities at HomeTrust Bank. We maintain a formal information security management program, which is subject to oversight by, and reporting to, the Executive and Risk Committee. Given the nature of our operations and business, including the Bank'sBank’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels, and it is thus considered an enterprise-wide risk that is subject to control and monitoring at various levels of management throughout the Bank. The Executive and Risk Committee oversees and reviews reports on significant matters of corporate security, including cybersecurity. We also maintain specific cyber insurance through our corporate insurance program, the adequacy of which is subject to review and oversight by the Executive and Risk Committee as well.
Board Meetings and Committees
The current members of the Boards of Directors of the Bank and the Company are identical. Meetings of the Company'sCompany’s and the Bank'sBank’s Boards of Directors are generally held eight times per year. In those months when the Boards of Directors do not meet, the Boards'Boards’ Executive and Risk Committee meets. During the fiscal year ended June 30, 2018,2020, the Board of Directors of the Company held ten meetings and the Board of Directors of the Bank held ten meetings. During fiscal year 2018,2020, no incumbent director attended fewer than 75% of the aggregate of the total number
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of meetings of each Board and the total number of meetings held by the committees of each Board on which committees he or she served during the period in which he or she served.
The Company'sCompany’s Board of Directors has the following standing committees, which are summarized below: Audit Committee (Audit, Compliance and Enterprise Risk Management Committee prior to January 29, 2018);Committee; Compensation Committee; Executive and Risk Committee (Executive Committee prior to January 29, 2018);Committee; Governance and Nominating Committee; Investment Committee; and InvestmentMergers and Acquisitions Committee. On January 29, 2018, the risk management-related responsibilities of the Audit, Compliance and Enterprise Risk Management Committee were transferred to the Executive Committee, and these two committees were re-named the "Audit Committee" and the "Executive and Risk Committee," respectively.
Audit Committee.
The Audit Committee is currently comprised of DirectorsThe Audit Committee operates under a written charter adopted by the Company'sCompany’s Board of Directors, a copy of which is available on the Company'sCompany’s website, located at www.htb.com,, by clicking "Investor“Investor Relations,"” then "Corporate Information"“Corporate Information” and then "Governance“Governance Documents."” The Audit Committee is appointed by the Company'sCompany’s Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating to: the integrity of the Company'sCompany’s consolidated financial statements and the accounting and financial reporting processes; the systems of internal accounting and financial controls; compliance with legal and regulatory requirements and the Company'sCompany’s policies; the annual independent audits of the Company'sCompany’s consolidated financial statements and internal control over financial reporting; the independent auditors'auditors’ qualifications and independence; the performance of the Company'sCompany’s internal audit department and independent auditors; and any other areas of potential financial risk to the Company specified by its Board of Directors. The Audit Committee also is responsible for hiring, retaining and terminating the Company'sCompany’s independent auditors. In addition, the Audit Committee reviews, at least annually, the Company'sCompany’s Code of Ethics and Conduct and if appropriate, makes recommendations for Board approval with respect to modifications or enhancements to the Code, and considers requested waivers from the Code, if any, for directors and executive officers.Conduct. The Audit Committee (known as the "Audit, Compliance and Enterprise Risk Management Committee" prior to January 29, 2018) met 17eleven times in fiscal 2018.
Compensation Committee.
The Compensation Committee is currently comprised of Directors Koontz (Chair),· | overseeing the evaluation of management and determining the compensation for executive officers, including salary, bonus, short-term incentives, long-term incentives and all other forms of compensation, including participation in tax-qualified and non-qualified benefit plans. This includes evaluating performance following the end of incentive periods and setting specific awards for executive officers; |
· | reviewing and approving the amount of the |
· | performing such duties and responsibilities as may be assigned to the Committee under the terms of any executive or employee compensation plan; |
· | reviewing annually all employment contracts of the |
· | periodically reviewing and recommending to the Board the appropriate level of compensation and the appropriate mix of cash compensation and equity compensation for Board and Board committee service; and |
· | overseeing succession planning for the |
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The Compensation Committee operates under a formal written charter, a copy of which is available on the Company'sCompany’s website, located at www.htb.com,, by clicking "Investor“Investor Relations,"” then "Corporate Information"“Corporate Information” and then "Governance“Governance Documents."” In fiscal year 2018,2020, the Compensation Committee met nine times.
The charter of the Compensation Committee authorizes the committee to retain a consultant to assist the committee in carrying out its responsibilities. Pursuant to this authority, the Compensation Committee retained the consulting firm of Pearl Meyer & Partners.Partners, LLC (“Pearl Meyer”). For additional information regarding the role of Pearl Meyer, see "Executive“Executive Compensation—Compensation Discussion and Analysis-RoleAnalysis-What Guides Our Program-Role of Independent Compensation Consultant."
The charter of the Compensation Committee does not specifically provide for delegation of any of the authorities or responsibilities of the committee. For a discussion of the role of executive officers in setting executive pay, see "Executive“Executive Compensation—Compensation Discussion and Analysis-RoleAnalysis-What Guides Our Program-Role of Executive Officers in Determining Compensation."
Executive and Risk Committee.
The Executive and Risk Committee is currently comprised of Directors Williams· | periodically review and approve the |
· | review and discuss the following with management: the |
· | review and approve the Chief Risk |
· | review and approve policies, systems and processes for risk data aggregation and model governance; |
· | review the activities of management-level committees to identify, monitor and respond to the |
· | review and approve enterprise risk policies that reflect the |
· | receive and review reports from the Chief Risk Officer and other members of management regarding the state and maturity of the |
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Executive and Risk Committee |
· | review and discuss with management any audit and examination results and other reports from regulatory authorities relating to the |
· | review |
· | receive and review reports from management at least annually on the |
· | review and approve the |
The Executive and Risk Committee operates under a formal written charter, a copy of which is available on the Company'sCompany’s website, located at www.htb.com,, by clicking "Investor“Investor Relations,"” then "Corporate Information"“Corporate Information” and then "Governance“Governance Documents."” The Executive and Risk Committee (known as the "Executive Committee" prior to January 29, 2018) met foursix times during fiscal year 2018.
Governance and Nominating Committee.
The Governance and Nominating Committee is currently comprised of Directors WilliamsThe Governance and Nominating Committee operates under a formal written charter adopted by the Board, a copy of which is available on the Company'sCompany’s website, located at www.htb.com,, by clicking "Investor“Investor Relations,"” then "Corporate Information"“Corporate Information” and then "Governance“Governance Documents."” The Governance and Nominating Committee has the following responsibilities under its charter:
· | recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board; |
· | recommend candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in the |
honesty/integrity/reputation; commitment to the long-term success of the Company and stock ownership; right fit/collaborative leader/builds consensus/team builder; commitment and time to fulfill responsibilities; ability to read and understand financial statements; expertise in strategic thinking and planning; diversity of Board members; financial management expertise; understanding and knowledge of banking industry and trends; bank accounting expertise, experience as a CPA/CFO/auditor/other relevant experience and/or meets SEC “Audit Committee Financial Expert” definition; director/senior executive of a company comparable in size and/or complexity to the Company (or larger) with recent operating experience; experience with mergers/acquisitions; expertise in technology, including e-commerce and business continuity planning; expertise in enterprise risk management; experience as a human resources executive or related experience in culture change, recruiting and retaining talent; and any other factors that the Governance and Nominating Committee may deem appropriate.
The Governance and Nominating Committee considers these criteria, and any other criteria established by the Board, in the context of an assessment of the operation and needs of the Board as a whole and the Board’s goal of maintaining diversity among its members;
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· | review proposals submitted by stockholders for business to be conducted at annual meetings of stockholders; |
· | determine the criteria for the selection of the Chair and Vice Chair/Lead Director of the Board and make recommendations to the Board for these positions; |
· | annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary; |
· | recommend to the Board a set of corporate governance principles applicable to the Company, review those principles at least annually and perform the responsibilities assigned to the Committee under those principles. Implement other policies regarding corporate governance matters as deemed necessary or appropriate; |
· | oversee an annual performance evaluation of the Board; |
· | recommend advisory directors and emeritus directors; and |
· | perform any other duties or responsibilities delegated to the Committee by the Board. |
Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Board of Directors or by any stockholder entitled to vote for the election of directors who complies with the notice procedures. Pursuant to the Company'sCompany’s bylaws, nominations for directors by stockholders must be made in writing and received by the Corporate Secretary of the Company at the Company'sCompany’s principal executive offices no earlier than 120 days prior to the meeting date and no later than 90 days prior to the meeting date. If, however, less than 100 days'days’ notice or public announcement of the date of the meeting is given or made to stockholders, nominations must be received by the Company not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or otherwise transmitted or the day on which public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company'sCompany’s bylaws.
The Governance and Nominating Committee met fourfive times during fiscal year 2018.
Investment Committee.
The Investment Committee is currently comprised of Directors BieseckerMergers and Acquisitions Committee. The Mergers and Acquisitions Committee is currently comprised of Directors James (Chair), Switzer and Williams. The Mergers and Acquisitions Committee is responsible for reviewing potential merger and acquisition transactions and, if appropriate, recommending such transactions to the Board of Directors for the Board’s consideration and approval. The Mergers and Acquisitions Committee met two times.
Stockholder Communications with Directors
Stockholders may communicate with the Board of Directors by writing to: Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.
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Board Member Attendance at Annual Stockholder Meetings
Although the Company does not have a formal policy regarding director attendance at annual stockholder meetings, directors are expected to attend these meetings absent extenuating circumstances. Each person then serving as a director attended the Company'sCompany’s last annual meeting of stockholders.
Director Compensation
The current members of the Boards of Directors of the Bank and the Company are identical. The following table sets forth certainincludes information regarding the compensation earned, for service as a director, by each individual who served on the Company'sCompany’s Board of Directors during fiscal 20182020 other than Mr. Stonestreet, the Company'sCompany’s Chairman, President and Chief Executive Officer. During fiscal 2018,2020, Mr. Stonestreet did not receive any compensation for his service as a director. For information regarding Mr. Stonestreet'sStonestreet’s compensation for service as nan executive officer, see "Executive“Executive Compensation."
Name | Fees Earned Or Paid in Cash ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensa- tion ($)(6) | Total ($) | ||||||||||||||||||
Sidney A. Biesecker(1) | $ | 35,000 | $ | 18,200 | $ | 9,268 | --- | --- | $ | 62,468 | ||||||||||||||
Robert G. Dinsmore, Jr. | $ | 57,600 | $ | 18,200 | $ | 9,268 | $ | 497 | --- | $ | 85,565 | |||||||||||||
J. Steven Goforth | $ | 38,200 | $ | 18,200 | $ | 9,268 | $ | 3,113 | $ | 31,170 | $ | 99,951 | ||||||||||||
Robert E. James, Jr. | $ | 37,200 | --- | $ | 6,620 | --- | --- | $ | 43,820 | |||||||||||||||
Laura C. Kendall | $ | 41,200 | --- | $ | 6,620 | --- | --- | $ | 47,820 | |||||||||||||||
Craig C. Koontz | $ | 50,800 | $ | 18,200 | $ | 9,268 | $ | 24,540 | --- | $ | 102,808 | |||||||||||||
Larry S. McDevitt(2) | $ | 25,300 | --- | --- | $ | 8,915 | $ | 90,964 | $ | 125,179 | ||||||||||||||
F.K. McFarland, III | $ | 41,200 | $ | 18,200 | $ | 9,268 | $ | 10,201 | --- | $ | 78,869 | |||||||||||||
Peggy C. Melville(1) | $ | 41,800 | $ | 18,200 | $ | 9,268 | $ | 1,657 | --- | $ | 70,925 | |||||||||||||
Richard T. Williams | $ | 52,200 | --- | $ | 6,620 | $ | 5 | --- | $ | 58,825 |
Name | Fees Earned Or Paid in Cash ($) | Stock Awards ($)(5) | Option Awards ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensa- tion ($)(8) | Total ($) | ||||||||||||||||||
Sidney A. Biesecker(1) | $ | 37,750 | $ | 30,011 | — | — | $ | 246 | $ | 68,007 | ||||||||||||||
Robert G. Dinsmore, Jr. (2) | $ | 25,834 | — | — | — | $ | 91 | $ | 25,925 | |||||||||||||||
J. Steven Goforth | $ | 41,500 | $ | 30,011 | — | $ | 11,865 | $ | 31,416 | $ | 114,792 | |||||||||||||
Robert E. James, Jr. | $ | 45,250 | $ | 30,011 | — | — | $ | 825 | $ | 76,086 | ||||||||||||||
Laura C. Kendall | $ | 53,333 | $ | 30,011 | — | — | $ | 825 | $ | 84,169 | ||||||||||||||
Craig C. Koontz | $ | 58,000 | $ | 30,011 | — | $ | 28,294 | $ | 246 | $ | 116,551 | |||||||||||||
Rebekah M. Lowe(3) | $ | 17,750 | — | — | — | — | $ | 17,750 | ||||||||||||||||
F.K. McFarland, III | $ | 43,750 | $ | 30,011 | — | $ | 12,379 | $ | 246 | $ | 86,386 | |||||||||||||
John A. Switzer(4) | $ | 37,500 | $ | 30,011 | — | — | $ | 155 | $ | 67,666 | ||||||||||||||
Richard T. Williams | $ | 67,500 | $ | 30,011 | — | $ | 350 | $ | 825 | $ | 98,686 |
_______________
(1) | Mr. Biesecker |
(2) | Mr. |
(3) (4) | Ms. Lowe’s fees earned or paid in cash represent fees for her service as an advisory director from January 10, 2020 to June 30, 2020. Mr. Switzer’s fees earned or paid in cash represent fees for his service as an advisory director from July 1, 2019 to September 2, 2019 and for his service as a director from September 3, 2019 to June 30, 2020. |
(5) | Represents the grant date fair value under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation |
Includes the aggregate of (i) the change in the actuarial present value of the | |
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Director Retainer and Fees
During the fiscal year ended June 30, 2020, the compensation arrangement for non-employee directordirectors consisted of HomeTrust Bank is currently paidthe following: (i) an annual cash retainer of $34,000; (ii) a cash fee of $1,500 for each in-person Board meeting attended in excess of ten in-person meetings during the fiscal year; (iii) a cash fee of $750 for each in-person committee meeting attended and for each telephonic committee meeting attended lasting one hour or more; (iv) an annual restricted stock award with a grant date value of approximately $30,000; and (v) an additional annual cash retainer of $15,000 plus $2,000 for each Board meeting attended and $600 for each Board committee meeting attended. For Board and Board committee meetings held by telephone, the fee amounts may be less depending on the duration of the meeting. No fee is paid for the first three special Board meetings held in person each fiscal year or for the first three
Directors who are also employees of HomeTrust Bank do not receive an annual retainer or other fees for serving on the Board.
Equity-Based Compensation
At the Company'sCompany’s annual meeting of stockholders held on January 17, 2013, its first meeting of stockholders following the July 2012 mutual-to-stock conversion of HomeTrust Bank, the Company'sCompany’s 2013 Omnibus Incentive Plan (the "Omnibus Plan"“Omnibus Plan”) was approved. The Omnibus Plan allows for the grant of stock options, stock appreciation rights, restricted stock, restricted share units and cash awards to eligible participants. The Omnibus Incentive Plan is similar to equity-based incentive plans adopted by other newly converted thrift institutions.
As noted under “-Director Retainer and Fees,” for fiscal 2020, non-employee directors at that time (which includedwere to receive an annual restricted stock award with a grant date value of approximately $30,000. Accordingly, on February 11, 2020, Messrs. Biesecker, Dinsmore, Goforth, James, Koontz, McDevitt and McFarland, Switzer, Williams and Ms. Melville)Kendall were each granted stock options and1,107 shares of restricted stock, with each award vesting in five equal annual installments commencing on the first anniversary of the grant date. Mr. Dinsmore, who received a smaller grant of equity awards in fiscal 2013 than the other non-employee directors because he had fewer years of service than the other non-employee directors and first joined the Board in fiscal 2013, was granted additional stock options and shares of restricted stock in March 2014. In February 2017, Mr. James, Ms. Kendall and Mr. Williams, who became directors in fiscal 2016, were each granted stock options and shares of restricted stock, with each award vesting in five equal annual installments commencing on the first anniversary of the grant date.
Director Emeritus Plan
Under the Director Emeritus Plan, upon termination of service as a director other than for cause, a participating director becomes an emeritus director and is entitled to be paid a monthly director emeritus fee as set forth in his or her joinder agreement to the Director Emeritus Plan, for the benefit period specified in the joinder agreement. Directors Biesecker and Stonestreet do not currently participate in the Director Emeritus Plan. Directors Biesecker and Stonestreet are entitled to additional benefits under HomeTrust Bank'sBank’s Executive Supplemental Retirement Income Plan (the "SERP"“SERP”). Directors Dinsmore, James, Kendall, Lowe, Switzer and Williams and former Director Dinsmore do not participate in the Director Emeritus Plan, and it is expected that no future director will participate in the Director Emeritus Plan.
The specific Director Emeritus Plan benefits of each of the directors and former directors listed in the table under "Director Compensation"“Director Compensation” above who currently participate in the Director Emeritus Plan are described below. Each such participant is 100% vested in his or her benefits under the Director Emeritus Plan.
Director Koontz. Under his joinder agreement, Director Koontz and Former Director McDevitt.
Director McFarland.
UnderDirector Goforth
. Under his joinder agreement, Director Goforth is entitled to (i) a 20-year director emeritus benefit in the annual amount of $18,000, with such amount increasing 5% per year after the first year of the benefit period, and (ii) a 20-year director emeritus benefit, with the annual payout amount starting at $12,000 in Year 1 and increasing to $44,638 in Year 20.18
Code of Ethics and Conduct
We have adopted a partyCode of Ethics and Conduct (the “Code of Ethics”), which applies to a retirement payment agreement ("Retirement Payment Agreement") with each of Former Director McDevittall directors, officers and Director Melville pursuant to which each of them is entitled to a monthly retirement benefit for a ten-year period commencing at a designated age (age 70 for Former Director McDevitt and age 65 for Director Melville). The retirement benefits are in consideration for each person's waiver of an agreed-upon amount of director fees (in the case of Former Director McDevitt) or salary (in the case of Director Melville) for five years after entering into the Retirement Payment Agreement. These benefits are funded by life insurance policies payable to HomeTrust Bank in the eventemployees of the person's death.Company and its subsidiaries. The Retirement Payment Agreements with Mr. McDevittCode of Ethics reflects our expectation of honest and Ms. Melville were entered intoethical conduct in 1987. The (i) amountall aspects of compensation waived per monthour business from all directors, officers and employees. A copy of the Code of Ethics is available on the Company’s website, located at www.htb.com, by each directorclicking “Investor Relations,” then “Corporate Information” and (ii) the monthly retirement benefit payable to each director are as follows: Mr. McDevitt – (i) $800 and (ii) $6,122; and Ms. Melville – (i) $200 and (ii) $1,190.
Stock Ownership Guidelines
Effective September 1, 2017, we adopted stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. These guidelines are described under "Executive“Executive Compensation—Compensation Discussion and Analysis-StockAnalysis-Other Compensation Practices, Policies and Guidelines-Stock Ownership Guidelines."”
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
Introduction
. In this section, we provide an overview and analysis of our compensation programs, the material compensation policy decisions we have made under those programs, and the material factors we considered in making those decisions. Following this section, you will find a series of additional tables containing specific information about compensation paid or payable to the following individuals, whom we refer to as our· | Dana L. Stonestreet, Chairman, President and Chief Executive Officer; |
· | C. Hunter Westbrook, Senior Executive Vice President and Chief Operating |
· | Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer; |
· |
· |
Executive Summary
Business Highlights. In the first half of fiscal 2020, we achieved record earnings per share, annualized return on assets and annualized return on equity. We also had annualized loan and deposit growth of 9% and 20%, respectively. In February, early in the second half of the fiscal year, we successfully completed the conversion and upgrade of our core technology systems, a critically important two-year process that we expect will result in cost and operational efficiencies. One month later, the COVID-19 pandemic struck the U.S. in earnest, requiring us to immediately shift our focus to employee safety and customer needs.
We rapidly equipped 70% of our employees to work from home, where they continued to conduct business and care for our customers safely and effectively. We kept drive-thru service open at all branch locations and lobbies open by appointment. We made over 40,000 outreach calls to check on our customers and ensure their banking needs continued to be met. Our lending and credit teams offered payment deferrals, originated Paycheck Protection Program (PPP) loans and counseled borrowers on navigating the economic impacts of the pandemic. The tireless efforts of our employees were instrumental to the continuity of our operations without interruption and our ability to provide customers with the high level of care to which they have grown accustomed.
As was the case for the banking industry in general, our operating results were significantly impacted by the COVID-19 pandemic. For the fiscal year ended June 30, 2020 compared to the previous fiscal year:
· | net income was $22.8 million, compared to $27.1 million; |
· | diluted earnings per share were $1.30, compared to $1.46; |
· | return on average assets was 0.63%, compared to 0.80%; |
· | return on average equity was 5.54%, compared to 6.62%; |
· | provision for loan losses was $8.5 million, compared to $5.7 million; |
· | noninterest income was $30.3 million compared to $22.9 million; |
· | organic net loan growth was $183.3 million, or 7.1%, compared to $228.6 million, or 9.7%; and |
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· | total deposits increased $458.5 million, or 19.7%, to $2.8 billion from $2.3 billion. |
While we continue to be affected by the COVID-19 pandemic, our senior leadership team remains focused and disciplined on executing our strategic plan to deliver more value to our customers and stockholders. At the core of that plan is our successful transformation from a mutual thrift institution to a full-service commercial bank. That transformation began with our conversion in 2012 from the mutual form of ownership to the stock form of ownership (the “Mutual-to-Stock Conversion” or the “Conversion”). Prior to the Conversion, we had only three lines of business – retail/consumer, mortgage and commercial – with limited offerings and limited capabilities. Today, we have ten lines of business, which have greatly improved our offerings and capabilities. We expect this improvement to continue as these lines of business mature. The following table compares our pre-Conversion and current lines of business:
2012: Pre-Conversion | 2020: Eight Years Post-Conversion | |
· Retail/Consumer – Limited Offerings · Mortgage – Old Thrift Model · Commercial – Very Limited Capabilities | · Commercial Banking · Professional Banking · SBA Lending · Equipment Finance · Business Banking · Indirect Auto · Treasury Management Services · Retail/Consumer · Mortgage Banking · HELOCs Originated for Sale |
Since the Conversion, we have also expanded geographically, adding seven larger growing, metro markets in North Carolina, South Carolina, Virginia and Tennessee and opening 23 new banking offices. This growth was enabled by our hiring experienced bankers to build out the necessary infrastructure to support our commercial lenders and new lines of business.
Pay for performance has been focused on the execution of our strategic plan to build a high performing bank. Our management team has delivered exceptional performance in transitioning us from a rural thrift with $1.5 billion in total assets prior to the Conversion to a full-service regional commercial bank with $3.7 billion in total assets as of June 30, 2020. Maturing and growing all our new lines of business is focused on continuously improving financial results to create stockholder value.
We believe our financial performance in the first half of fiscal 2020 reflects the significant progress we have made in the execution of our strategic plan. While our financial results will likely continue to be affected by the COVID-19 pandemic in the near-term, we believe this progress positions us well to emerge strong post-pandemic.
Say on Pay and Key Compensation Decisions.Actions. On the “say on pay vote” at our last annual meeting of stockholders (held in November 2019), the percentage of votes cast in favor was approximately 79%. This was a significant improvement from the prior year’s annual meeting of stockholders (held in November 2018), at which the percentage of votes cast in favor was approximately 55%. We currently hold a say on pay vote annually. OurWe carefully consider the results of this vote and the feedback we receive from major stockholders in evaluating our executive compensation. We will strive to keep an open dialogue with these investors by reaching out to them to ensure we hear and understand their perspectives. We also seek to be transparent in our disclosures regarding executive compensation. Toward this end, we have significantly enhanced our disclosures in this Compensation Discussion and Analysis section by providing more information in an easier-to-read, tabular format and better explaining how the compensation of our named executive officers relates to progress on the execution of our strategic plan.
The Compensation Committee is steadfast in its commitment to align the Company’s executive compensation programs with stockholder interests and expectations, while balancing the need to attract, motivate and retain high-performing leaders. In pursuit of this commitment, the Compensation Committee made the following key compensation-related decisions during and subsequent to fiscal 2018 included the following:2020:
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· | Mr. Stonestreet’s entire annual equity award for fiscal 2020 was in the form of performance-based restricted stock units; |
· | all other named executive officers were granted 50% of the value of their fiscal 2020 annual equity award in performance-based restricted stock units and 50% in time-based restricted stock; |
· | increases in named executive officer base salaries |
Best-Practice Compensation
Approaches. To support long-term value creation, we follow good governance practices, including the following:Our annual incentives require minimum levels of performance before amounts are earned and The entirety of Mr. Stonestreet’s equity award during fiscal 2020 was performance-based and one-half of the equity awards during fiscal 2020 to the other named executive officers were performance-based. | |
Appropriate risk-taking | We set challenging, yet achievable performance goals that are centered around our internal financial plan, which we believe will not encourage risk taking outside the range of risk inherent in our business. |
Clawback provisions | Our annual incentives are subject to clawback if we are required to restate our financial results. |
Limited | Other than providing Mr. Stonestreet with a company automobile and providing Mr. Westbrook with an automobile allowance, we |
No golden-parachute excise tax gross-ups | We have not entered into any agreements that provide a golden parachute excise tax gross-up in the event of a change in control. |
In the event of a change in control, the payment of severance benefits to the named executive officers under their employment (Messrs. Stonestreet, Westbrook | |
No repricing or exchanges of underwater stock options | Our Omnibus Plan prohibits the repricing or exchange of underwater stock options without stockholder approval. |
Significant stock ownership requirement | Our executive officers and directors are required to accumulate and hold our common stock equal to a multiple of base salary (three times base salary for Mr. Stonestreet and one times base salary for each of the other named executive officers) or annual Board retainer (five times annual retainer for each non-employee director). |
No hedging or pledging | Our executive officers and directors are prohibited from hedging or pledging our securities. |
Annual say on pay vote | The Company values stockholder feedback and will hold a say on pay vote on an annual basis. |
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What Guides Our Business Startups Act of 2012 (commonly referred to as the "JOBS Act"), we had been exempt, since our initial public offering, from the requirement under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") and the SEC's implementing rules to include a non-binding vote to approve the compensation of our executives in our proxy statement at least once every three years, commonly known as a "say on pay vote," and from the requirement under the Dodd-Frank Act and the SEC's implementing rules to include in our proxy statement at least once every six years, a non-binding vote on whether a say on pay vote should be held every year, every two years or every three years, commonly known as a "say on pay frequency vote." We are including both a say on pay vote and a say on pay frequency vote in this proxy statement because our status as an emerging growth company ended on June 30, 2018. See "Proposal II. Advisory (Non-Binding) Vote on Executive Compensation" and "Proposal III. Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation."
Compensation Philosophy and Objectives
. The Compensation Committee of the Board of Directors administers our compensation and benefit programs. The Compensation Committee is responsible for setting and administering the policies which govern executive compensation. Our current compensation philosophy is designed to:· | attract the right people and retain top performers; |
· | be competitive with other companies of similar size and complexity; |
· | reward and motivate behaviors consistent with our culture and values; |
· | inspire and motivate employees, both individually and as a team, to execute our vision, business strategy and drive for enduring customer satisfaction; and |
· | differentiate rewards for our top performers through performance-based compensation. |
Our compensation philosophy is supported by the elements of our executive compensation program listed in the table below. These compensation elements provide a balanced mix of guaranteed compensation and variable, at-risk compensation with an emphasis on annual and long-term incentives.
Compensation Element | Form | Description |
Base Salary | Cash (Fixed) | Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent |
Annual Incentives | Cash (Variable) | Focuses executives on achieving annual financial and strategic goals that drive long-term stockholder value by continuing the Company’s significant progress in transitioning from a traditional thrift to a full-service commercial bank and maturing our new lines of business to drive higher levels of earnings and value creation for stockholders |
Long-Term Incentives | Equity (Variable) | Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s retention strategy |
Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to base salaryexamine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee operates under a formal written charter, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information” and bonuses,then “Governance Documents.”
The Compensation Committee makes all final compensation and equity award decisions regarding our chief executive officer and other named executive officers.
Role of Executive Officers in Determining Compensation. Mr. Stonestreet recommends to the Compensation Committee considerscompensation of the fullnamed executive officers other than himself. Mr. Stonestreet is not involved with any aspect of determining his own compensation.
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Role of Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer as its independent compensation package providedconsultant to review our executive and director compensation programs and arrangements from time to time. As a result of these reviews, the base salaries of the named executive officers have been adjusted to reflect market-based levels using peer group and survey data. See “-2020 Executive Compensation Program in Detail-Base Salaries.” The Compensation Committee also consulted with Pearl Meyer in connection with the adoption and implementation of the Strategic Operating Committee Incentive Program (the “SOC Incentive Program”) and equity awards granted under the Omnibus Incentive Plan. See “-2020 Executive Compensation Program in Detail-Annual Incentives” and “-2020 Executive Compensation Program in Detail -Omnibus Incentive Plan.”
Under its engagement letter, Pearl Meyer acknowledged that it was retained by and performs its services for the Compensation Committee. In performing work for the Compensation Committee, Pearl Meyer interacts with Company management as part of the process for developing information and data required by the Compensation Committee.
The Compensation Committee has assessed the independence of Pearl Meyer pursuant to the individual, including equity-based compensation, deferred compensationNASDAQ Listing Rules and retirement plan benefits, health benefits and other benefits.
Role of Peer Groups. In setting the named executive officers'officers’ compensation levels, the Compensation Committee typically reviews proxy statement data of compensation paid to the executive officers of other community banks and thrifts comparable to us in size and complexity. The most recent such analysis, which was done in conjunction with a review of our compensation program by Pearl Meyer, (see "-Role of Compensation Consultant"), included the following institutions, which ranged in asset size from $1.7$2.1 billion to $5.7$6.4 billion:
American National Bankshares, Inc. | |||||
Atlantic Capital Bancshares, Inc. | |||||
Bryn Mawr Bank Corporation CapStar Financial Holdings, Inc. | Capital City Bank Group, Inc. Carter Bank & Trust | ||||
City Holding Company | |||||
CNB Financial Corporation | |||||
Community Trust Bancorp, Inc. | |||||
First Bancorp (NC) | |||||
First Community | |||||
Peoples Bancorp Inc. | |||||
Republic Bancorp, Inc. | SmartFinancial, Inc. | ||||
Southern First Bancshares, Inc. | Southern National Bancorp of Virginia Inc. | ||||
Stock Yards Bancorp, Inc. | |||||
Summit Financial Group, Inc. | |||||
Univest Financial Corporation |
In addition to proxy statement data, Pearl Meyer analyzes the compensation paid to our executive officers using national survey data for the banking industry and selects a scope of institutions comparable to us in asset size.
2020 Executive Compensation Program in Detail
Base Salaries
. We seek to provide our named executive officers and other executives with a competitive annual base salary. We do so in order to attract and retain an appropriate caliber of talent for the position. Our base salary levels reflect a combination of factors, including competitive pay levels and the24
On October 1, 2017, the base salary of each named executive officer other than Mr. Westbrook increased by 4.00% and the base salary of Mr. Westbrook increased by 8.00%2019 (during fiscal 2020), resulting in base salaries of $510,000 for Mr. Stonestreet, $334,000 for Mr. Westbrook, $241,000 for Mr. VunCannon, $241,000 for Mr. Sellinger and $225,000 for Mr. Houghton. The base salaries were increased to the levels that would approximate the 50th percentile of the survey benchmark data for their positions.
Name | Base Salary Before Increase | Base Salary After Increase | Percentage Increase | |||
Dana L. Stonestreet | $525,300 | $530,553 | 1.00% | |||
C. Hunter Westbrook | $374,080 | $377,821 | 1.00% | |||
Tony J. VunCannon | $250,640 | $258,159 | 3.00% | |||
Marty T. Caywood | $225,000 | $241,000 | 7.11% | |||
Paula C. Labian | $200,000 | $209,000 | 4.50% |
On October 1, 2020 (during fiscal 2021), the base salaries of our named executive officers were increased as indicated in the following table. These increases are merit-based and to maintain such salaries at approximately the 50th percentile of the survey benchmark data for their positions. Mr. Westbrook’s increase also reflects continued expansion in his areas of responsibility and achievements in growing new lines of business for the Company.
Name | Base Salary Before Increase | Base Salary After Increase | Percentage Increase | |||
Dana L. Stonestreet | $530,553 | $546,500 | 3.01% | |||
C. Hunter Westbrook | $377,821 | $400,000 | 5.87% | |||
Tony J. VunCannon | $258,159 | $266,000 | 3.04% | |||
Marty T. Caywood | $241,000 | $248,250 | 3.01% | |||
Paula C. Labian | $209,000 | $216,000 | 3.35% |
Annual Incentives. Under the HomeTrust Bancshares, Inc. Strategic Operating CommitteeSOC Incentive Program, (the "SOC Incentive Program"), members of our strategic operating committee (which includes our named executive officers), are eligible to earn an annual cash bonus ranging from 50% to 150% of their targeted incentive award opportunities based on the extent to which certain weighted performance goals have been achieved relative to a targeted level of performance. Executive officers receive a payout of 50% of their targeted incentive award opportunities if actual performance under all performance goals is at the threshold (minimum) level of performance, 100% of their targeted incentive award opportunities if actual performance under all performance goals is at the targeted level of performance, and 150% of their targeted incentive award opportunity if actual performance under all performance goals is at or above the stretch (maximum) level of performance, subject to the discretion of the Compensation Committee to reduce or eliminate awards.
Set forth below is a summary of the award opportunities for fiscal 2018 were "cash awards" under the Company's Omnibus Plan, funded and paid in accordance with the SOC Incentive Program based on the Company having positive operating earnings for the fiscal year, which is among the qualifying performance measures approved by the Company's stockholders as part of the Omnibus Plan. By structuring these awards in this manner, it was intended that the awards would qualify as "performance-based compensation" that is exempt from the $1 million deductibility limit of Section 162(m) of the Internal Revenue Code, which generally applies to compensation paid to certain executive officers of publicly held corporations. As part of the Tax Cut and Jobs Act, which was enacted in December 2017, the "performance-based compensation" exemption was eliminated for arrangements entered into after November 2, 2018. As a result, this exemption will not be available for awards2020 under the SOC Incentive Program for years subsequent to fiscal 2018.
Dana L. Stonestreet | ||
Targeted Incentive Award Opportunity (as a % of Base Salary): | 55% | |
Targeted Incentive Award Opportunity (as a $ Amount): | $291,804 | |
Performance Goals | Weighting | |
Adjusted Net Income | 50% | |
Efficiency Ratio | 10% | |
Total Loans, excluding purchased home equity lines of credit | 10% | |
Total Deposits, excluding brokered deposits | 10% | |
Functional Team Goals | 20% |
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C. Hunter Westbrook | ||
Targeted Incentive Award Opportunity (as a % of Base Salary): | 40% | |
Targeted Incentive Award Opportunity (as a $ Amount): | $151,128 | |
Performance Goals | Weighting | |
Adjusted Net Income | 45% | |
Efficiency Ratio | 10% | |
Total Loans, excluding purchased home equity lines of credit | 10% | |
Total Deposits, excluding brokered deposits | 10% | |
Functional Team Goals | 25% |
Tony J. VunCannon | ||
Targeted Incentive Award Opportunity (as a % of Base Salary): | 30% | |
Targeted Incentive Award Opportunity (as a $ Amount): | $77,448 | |
Performance Goals | Weighting | |
Adjusted Net Income | 45% | |
Efficiency Ratio | 10% | |
Total Loans, excluding purchased home equity lines of credit | 10% | |
Total Deposits, excluding brokered deposits | 10% | |
Functional Team Goals | 25% |
Marty T. Caywood | ||
Targeted Incentive Award Opportunity (as a % of Base Salary): | 30% | |
Targeted Incentive Award Opportunity (as a $ Amount): | $72,300 | |
Performance Goals | Weighting | |
Adjusted Net Income | 45% | |
Efficiency Ratio | 10% | |
Total Loans, excluding purchased home equity lines of credit | 10% | |
Total Deposits, excluding brokered deposits | 10% | |
Functional Team Goals | 25% |
Paula C. Labian | ||
Targeted Incentive Award Opportunity (as a % of Base Salary): | 30% | |
Targeted Incentive Award Opportunity (as a $ Amount): | $62,700 | |
Performance Goals | Weighting | |
Adjusted Net Income | 45% | |
Efficiency Ratio | 10% | |
Total Loans, excluding purchased home equity lines of credit | 10% | |
Total Deposits, excluding brokered deposits | 10% | |
Functional Team Goals | 25% |
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The following table outlines the SOC Incentive Program were: 55%, 40%, 30%, 30% and 30%, respectively. For Mr. Stonestreet, the SOC Incentive Program performance measures and weightings for fiscal 2018 were as follows: adjusted net income (50% weighting); efficiency ratio (15% weighting); total loans (15% weighting); andgoals, other than functional team goals, (20% weighting). For each of the other named executive officers, the SOC Incentive Program performance measuresand actual results for fiscal 2018 were2020, as follows: adjusted net income (40% weighting); efficiency ratio (15% weighting); total loans (15% weighting); and functional teamwell as the payout achievement of these goals (30% weighting).
Performance Goal | Threshold 50% | Target 100% | Maximum 150% | Fiscal 2020 Actual Results | Payout Achievement (as a % of Target) | ||||
Adjusted Net Income | $30,177 | $31,686 | $33,270 | $26,309 | 0.0% | ||||
Efficiency Ratio | 72.56% | 70.13% | 67.76% | 71.46% | 72.6% | ||||
Total Loans, excluding purchased home equity lines of credit | $2,665,865 | $2,711,495 | $2,795,275 | $2,771,511 | 135.8% | ||||
Total Deposits, excluding brokered deposits | $2,236,833 | $2,273,955 | $2,365,881 | $2,625,671 | 150.0% | ||||
The Company'sCompany’s adjusted net income for fiscal 20182020 (a 50% weighting in determining the bonusaward payable to Mr. Stonestreet and a 40%45% weighting in determining the bonusesawards payable to each of the other named executive officers) was $24.0$26.3 million, which exceeded the threshold and target levels of performance of $18.9 million and $21.0 million, respectively, but wasis lower than the stretchthreshold level of performance of $25.2$30.2 million. The adjusted net income amount for fiscal 20182020 excludes adjustments of $16.0 million related tofor the Tax Cut and Jobs Act,nonrecurring gain on sale of fixed assets (net1-4 family loans in December 2019 of tax)$958,000, net of $115 thousand and a state tax, benefit of $142 thousandthe decrease in net interest income from the reevaluationsale of various state deferredthese loans of $1.2 million, net of tax, assets. and the additions to the provision for loan losses associated with COVID-19 of $3.3 million, net of tax.
The Company'sCompany’s adjusted efficiency ratio for fiscal 20182020 (a 15%10% weighting in determining the bonusesawards payable to all named executive officers) was 67.94%71.46%, which was lower (i.e., better) than the threshold and target levelslevel of performance of 72.40% and 70.07%, respectively,72.56% but higher than the stretchtarget level of performance of 67.79%70.13%. The adjusted efficiency ratio for fiscal 2018,2020, which was calculated by dividing total non-interest expense of $82.7$97.1 million by total income of $121.7$135.9 million, excludes fromincludes in total non-interest expense core deposit intangible amortizationincome $1.2 million in tax equivalent adjustments for tax-free interest income on municipal leases, a $1.5 million adjustment for the loss of $2.6 millionnet interest income on the nonrecurring sale of 1-4 family loans in December 2019 and excludes $1.3 million from total income gainsthe gain on the sale of fixed assetsthese loans. The target efficiency ratio for fiscal 2020 of $164 thousand.70.13% was slightly higher than the target for fiscal 2019 of 69.24%. The Company'sfiscal 2020 target was based on the budget for that year, which included the added expense of our planned core technology system conversion and expenses incurred in continuing the buildout of our new equipment finance line of business.
The Company’s total loans (excluding purchased home equity lines of credit)credit and Payroll Protection Program loans) at the end of fiscal 20182020 (a 15%10% weighting in determining the bonusesawards payable to all named executive officers) were $2.36$2.77 billion, which was higher than the threshold leveland target levels of performance of $2.32$2.67 billion equal to the target level of performance of $2.36and $2.71 billion, respectively, but lower than the stretch level of performance of $2.45$2.80 billion.
The Company’s total deposits (excluding brokered deposits) at the end of fiscal 2020 (a 10% weighting in determining the awards payable to all named executive officers) were $2.63 billion, which was higher than the threshold, target and maximum levels of performance of $2.24 billion, $2.27 billion, and $2.37 billion, respectively.
Even though the Company’s financial performance was significantly impacted by the COVID-19 pandemic and the resultant recession and reductions in interest rates, no discretionary adjustments were made for these events to the performance metrics outlined above.
The following table outlines the payout achievement of functional team goals (afor fiscal 2020:
Name | Weighting | Payout Achievement (as a % of Target) | ||
Dana L. Stonestreet | 20% | 148% | ||
C. Hunter Westbrook | 25% | 150% | ||
Tony J. VunCannon | 25% | 145% | ||
Marty T. Caywood | 25% | 150% | ||
Paula C. Labian | 25% | 150% |
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As noted above, functional team goals had a 20% weighting in determining the bonusaward payable to Mr. Stonestreet and a 30%25% weighting in determining the bonusesaward payable to each of the other named executive officers), all were determined to have been met at or above the target level of performance. officers.
In the case of Mr. Stonestreet, who leads and is ultimately responsible for the performance of the other members of our strategic operating committee, goals achieved reflect those collectively achieved by the other members of the strategic operating committee. committee, as well as continued progress with the execution of the Company’s strategic plan, continued focus on potential in-market and adjacent market acquisition opportunities, active monitoring of the progress and profitability of existing and new lines of business and working closely with the Governance and Nominating Committee on corporate governance matters, including director succession and Board refreshment.
In the case of Mr. Westbrook, goals achieved included growing the loan portfolio, the development of theincreasing deposits, expanding our new equipment finance and Small Business Administration (SBA) lines of business and increasing non-interest income.
In the case of Mr. VunCannon, goals achieved included successful preparation and implementation of various financial reporting changes, successful completion of our general ledger and core technology system conversions, implementing wholesale investment and funding strategies, and enhancing internal financial reporting implementing new budget management software, implementing wholesale leveraging strategies and optimizing Sarbanes-Oxley Section 404 compliance and efficiency. budgeting.
In the case of Mr. Sellinger,Caywood, goals achieved included evaluationthe successful implementation of our new core technology and information systems, improving operational maturity, and due diligence on the selection of a new core information system, implementing a new equipment finance core system, and progress on a new small business lending platform. commercial loan origination system.
In the case of Mr. Houghton,Ms. Labian, goals achieved included developing and retaining high performing team members, enhancing the process for credit policy exceptionperformance management enhancing customer service by providing timely responsesprogram, improving internal communications, and optimizing various systems and processes within the human resources function.
In addition to credit requests,accomplishing the performance of the loan portfolio, improving the Bank's credit culture and successfully managing problem assets.
Based on the results discussed above, the following table shows the actual incentive award amounts earned for fiscal 2020 under the SOC Incentive Program by the named executive officers. The payout amounts are also set forth in the Summary Compensation Table under the "Non-Equity“Non-Equity Incentive Plan Compensation"Compensation” column.
Target Incentive Award Opportunity | Actual Award Payout | Actual Award Payout | ||||
Name | (as a % of Base Salary) | (as a % of Base Salary) | (as a $ Amount) | |||
Dana L. Stonestreet | 55% | 36% | $190,957 | |||
C. Hunter Westbrook | 40% | 29% | $110,838 | |||
Tony J. VunCannon | 30% | 22% | $55,832 | |||
Marty T. Caywood | 30% | 22% | $53,025 | |||
Paula C. Labian | 30% | 22% | $45,984 |
The SOC Incentive Program document contains a clawback provision, which provides that if we are required to restate our financial statements due to our material non-compliance with any financial reporting requirement, a participant must, unless otherwise determined in the sole discretion of the Committee, reimburse us to the extent any incentive payment to the participant was calculated based on financial results that were required to be restated.
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Additional Cash Award for Mr. Caywood. In addition to the annual incentive award he earned for fiscal 2020 under the SOC Incentive Program, Mr. Caywood received a cash award of $30,000 for the successful completion of the Company’s core technology system conversion in February 2020.
Omnibus Incentive Plan.As discussed under "Director Compensation—Equity-Based Compensation," the Omnibus Plan was approved at the Company's annual meeting of stockholders held on January 17, 2013 following the July 2012 mutual-to-stock conversion of HomeTrust Bank. Equity-based awards under the Omnibus Plan provide a long-term incentiveare designed to align the interests of award participants and align their interestsrecipients with the interests of our stockholders by providing the award recipientrecipients with the opportunity to participateshare in the long-term appreciation, if any, in the Company'sCompany’s stock price which may occur after the date the award istheir awards are granted.
During fiscal 2020, the named executive officers employedwere each granted performance-based restricted stock units, with performance measured by the cumulative fully diluted earnings per share of the Company over the three-year period ending June 30, 2022, calculated in accordance with accounting principles generally accepted in the United States, exclusive of the after-tax effects of (i) merger and consolidation costs, (ii) deleveraging programs implemented by the Company, (iii) changes in unrealized gain (loss) on speculative derivatives and (iv) other adjustments as determined by the Compensation Committee. Payout will range from 50% of the target number of shares for performance at that time (Messrs.90% of target to 150% of the target number of shares for performance at 110% of target. The target number of shares underlying the performance-based awards to Messrs. Stonestreet, Westbrook, VunCannon and Sellinger)Caywood and Ms. Labian were each granted5,250, 1,625, 875, 875 and 875, respectively.
The following table illustrates the performance/payout structure of the performance-based restricted stock optionsunits awarded during fiscal 2020 to the named executive officers. Payout amounts will be interpolated on a straight-line basis.
Measure | Performance/Payout | Threshold | Target | Maximum |
EPS | Performance | 90% of target | 100% of target | 110% of target |
Payout | 50% of target | 100% of target | 150% of target |
The following table shows the target number of shares underlying the performance-based restricted stock units awarded during fiscal 2020 to the named executive officers and the fair market value of such awards, as determined under ASC 718, on the grant date:
Name | Target Number of Shares Underlying Performance-Based Restricted Stock Units | Grant Date Fair Market Value | ||
Dana L. Stonestreet | 5,250 | $142,328 | ||
C. Hunter Westbrook | 1,625 | $44,054 | ||
Tony J. VunCannon | 875 | $23,721 | ||
Marty T. Caywood | 875 | $23,721 | ||
Paula C. Labian | 875 | $23,721 |
During fiscal 2020, Messrs. Westbrook, VunCannon, Caywood and Ms. Labian also were awarded shares of restricted stock with each award vestingtime-based vesting. These awards are scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. Mr. Houghton, who became employed by the Company in March 2014,Stonestreet did not receive a time-based restricted stock award ─ his entire equity award was granted in performance-based restricted stock options andunits as described above.
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The following table shows the number of shares of time-based restricted stock in March 2014awarded during fiscal 2020 to Messrs. Westbrook, VunCannon and March 2016,Caywood and Ms. Labian and the fair market value of such awards, as determined under ASC 718, on the grant date:
Name | Number of Shares of Time-Based Restricted Stock | Grant Date Fair Market Value | ||
C. Hunter Westbrook | 1,625 | $44,054 | ||
Tony J. VunCannon | 875 | $23,722 | ||
Marty T. Caywood | 875 | $23,722 | ||
Paula C. Labian | 6,875 | $175,942 |
The number of shares of time-based restricted stock awarded to Ms. Labian includes 6,000 shares awarded approximately six months following the commencement of her employment with eachthe Company. Simultaneous with that award, vestingMs. Labian also was granted an option to purchase 20,000 shares of common stock at an exercise price of $25.37 (the fair market value per share of the common stock on the grant date), which is scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. Mr. Westbrook wasThese awards were made to Ms. Labian to adequately incentivize her as a new hire relative to the Company’s other executive officers.
The following table reflects the stock option granted additionalto Ms. Labian during fiscal 2020, including the number of option shares and the fair market value of this award, as determined under ASC 718, on the grant date:
Name | Number of Option Shares | Grant Date Fair Market Value | ||
Paula C. Labian | 20,000 | $93,304 |
Other Compensation Practices, Policies and Guidelines
Stock Ownership Guidelines. Effective September 1, 2017, we adopted stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. The minimum levels of common stock ownership under the guidelines are as follows: Chief Executive Officer – three times base salary; other executive officers – one times base salary; and non-employee directors – five times annual Board retainer. Shares qualifying for purposes of the guidelines include shares owned directly, shares owned indirectly in which the director or executive officer has a pecuniary interest, vested and unvested shares of time-based restricted stock, shares underlying vested and unvested time-based restricted stock units and shares underlying unexercised vested in-the-money stock options using a “net settlement” methodology (i.e., not counting shares that would be withheld upon a net exercise of the option to cover the exercise price and additionalapplicable tax obligations). Unearned performance shares awarded to executive officers do not qualify for purposes of restricted stock in February 2017, with each award vesting in five equal annual installmentsthe guidelines.
Our directors and executive officers are required to satisfy their minimum levels of ownership by the end of the five-year period commencing on the second anniversarynext July 1st following their appointment or election as a director or hiring or designation as an executive officer. Progress toward, and compliance with, the minimum levels of ownership is assessed following the end of each fiscal year, with the value of stock holdings based on the closing price of our common stock on the last trading day of the grant date.
Violations of the Company should transition to granting some equity awards to the namedguidelines by executive officers on an annual basis. Accordingly,may result in adjustments to incentive-based compensation, including a requirement to receive incentive compensation in the Compensation Committee intends to grant, each year, to the named executive officers a portion of the amount of restricted stock that previously would have been awarded in a single grant, with vesting generally continuing to occur over a five-year period starting on the first anniversary of the grant date. Stock options may be granted from time to time but are not expected to be granted to the named executive officers on an annual basis.
30
including the development of alternative guidelines to avoid the imposition of a severe hardship upon an exercise price per share of $26.00 (the closing price per share on the grant date), vesting in five equal annual installments commencing on the first anniversary of the grant date, and an additional 24,000, 2,500, 2,000, 2,000 and 2,000 shares, respectively, of restricted stock, vesting in five equal annual installments commencing on the first anniversary of the grant date. With respect to Mr. Stonestreet's awards, 48,000 of the option shares and 19,000 of the shares of restricted stock represent a one-time retention award (the "One-Time Equity Retention Award") intended to reflect Mr. Stonestreet's prior and continued contributions to the Company as CEO and to serve as an additional performance incentive.
Anti-Hedging and Pledging Policy.
Our executive officers and directors are subject to a policy that specificallyDeferred Compensation Plan
. Under HomeTrustExecutive Medical Care Plan
. HomeTrust Bank maintains an Executive Medical Care Plan (theExecutive Supplemental Retirement Income Plan (SERP)
. Under HomeTrustKSOP
. Effective July 1, 2015, the HomeTrust Bank 401(k) plan and the employee stock ownership plan (theThe ESOP was established in connection with our Mutual-to-Stock Conversion in 2012. The ESOP trust purchased shares of HomeTrust Bank's July 2012 mutual-to-stock conversionBancshares common stock in the Conversion using the proceeds of a loan from HomeTrust Bancshares. This borrowing is repaid over a period of 20 years using contributions from HomeTrust Bank to the trust fund. As each payment of principal and interest is made on the loan, a percentage of HomeTrust Bancshares' initial publicBancshares common stock offering.is allocated to eligible employees’ plan accounts, typically on an annual basis as of the end of the plan year. The ESOP component of the KSOP gives eligible employees an equity interest in HomeTrust Bancshares, thereby aligning their interests with the interests of our stockholders, and an additional retirement benefit in the form of HomeTrust Bancshares common stock. Our contributions
Effective July 1, 2019, the plan year-end of the KSOP was changed from June 30th to December 31st, resulting in a transitional short plan year that commenced on July 1, 2019 and ended on December 31, 2019, followed by a new plan year that commenced on January 1, 2020 and will end on December 31, 2020. The most recent allocation made
31
under the ESOP component of the KSOP was for fiscal 2018 under thisthe plan toyear ended June 30, 2019, and the named executive officers are reflectednext allocation will be for the plan year ending December 31, 2020. Accordingly, in the Summary Compensation Table, underno ESOP allocations are shown as being earned during the "All Other Compensation" column.
Other Employee Benefits
. Other benefits, in which all employees generally may participate, include the following: medical and dental insurance coverage, vision care coverage, group life insurance coverage and long- and short-term disability insurance coverage. HomeTrust Bank reimburses employees with salaries in excess of $100,000 for the premium paid for long-term disability insurance.Perquisites and Other Personal Benefits
. Other than providing Mr. Stonestreet with a company automobile and providing Mr. Westbrook with an automobile allowance, we currently do not provide the named executive officers with any perquisites or other personal benefits.Employment and Change in Control Severance Agreements.
Effective September 11, 2018, the Company enteredThe prior agreements required and the new agreements require a "double trigger"“double trigger” in order for any payments or benefits to be provided to the executive in connection with or following a change in control - in other words, both a change in control and an involuntary termination of employment (which includes a voluntary termination by the executive following a material reduction in his duties, responsibilities or benefits) must occur. The purpose of providing the change in control payments is to attract and retain top level executives of the highest caliber and mitigate the risk to these executives that their employment will be involuntarily terminated in the event we are acquired. At the same time, a change in control, by itself, will not automatically trigger a payout, as our intention is to induce the executive to remain employed following a change in control so long as the acquiror so desires without a material reduction in the executive'sexecutive’s duties, responsibilities or benefits.
For additional information, see "Employment“Employment Agreements with Messrs. Stonestreet, Westbrook VunCannon and SellingerVunCannon and Change in Control Severance AgreementAgreements with Mr. Houghton."Caywood and Ms. Labian.”
32
Summary Compensation Table
The following table sets forth information concerning the compensation paid to or earned by the named executive officers for fiscal years 2018, 20172020, 2019 and 2016:
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(2) | Stock Awards(3) | Option Awards ($)(4) | Non- Equity Incentive Plan Compen- sation | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total Compensation ($) | |||||||||||||||||||||||||
Dana L. Stonestreet, | 2018 | $ | 505,000 | $ | --- | $ | 624,000 | $ | 863,910 | $ | 358,872 | $ | 112,497 | $ | 25,033 | $ | 2,489,312 | |||||||||||||||||
Chairman, President and | 2017 | $ | 483,117 | $ | --- | $ | --- | $ | --- | $ | 323,400 | $ | 611,266 | $ | 50,933 | $ | 1,468,716 | |||||||||||||||||
Chief Executive Officer | 2016 | $ | 459,103 | $ | --- | $ | --- | $ | --- | $ | 293,214 | $ | 229,150 | $ | 40,488 | $ | 1,021,955 | |||||||||||||||||
C. Hunter Westbrook | 2018 | $ | 327,813 | $ | --- | $ | 65,000 | $ | 264,800 | $ | 160,935 | $ | --- | $ | 28,397 | $ | 846,945 | |||||||||||||||||
Senior Executive Vice President | 2017 | $ | 305,571 | $ | --- | $ | 499,000 | $ | 155,136 | $ | 148,441 | $ | --- | $ | 24,357 | $ | 1,132,505 | |||||||||||||||||
and Chief Operating Officer (1) | 2016 | $ | 284,644 | $ | --- | $ | --- | $ | --- | $ | 139,211 | $ | --- | $ | 20,184 | $ | 444,039 | |||||||||||||||||
Tony J. VunCannon, | 2018 | $ | 238,692 | $ | --- | $ | 52,000 | $ | 165,500 | $ | 92,407 | $ | 14,922 | $ | 22,810 | $ | 586,331 | |||||||||||||||||
Executive Vice President, | 2017 | $ | 229,187 | $ | --- | $ | --- | $ | --- | $ | 83,436 | $ | 13,269 | $ | 25,276 | $ | 351,168 | |||||||||||||||||
Chief Financial Officer, Corporate | 2016 | $ | 221,261 | $ | --- | $ | --- | $ | --- | $ | 76,392 | $ | 14,391 | $ | 20,308 | $ | 332,352 | |||||||||||||||||
Secretary and Treasurer | ||||||||||||||||||||||||||||||||||
Howard L. Sellinger, | 2018 | $ | 238,692 | $ | --- | $ | 52,000 | $ | 165,500 | $ | 92,298 | $ | 33,170 | $ | 23,154 | $ | 604,814 | |||||||||||||||||
Executive Vice President | 2017 | $ | 229,187 | $ | --- | $ | --- | $ | --- | $ | 83,436 | $ | 18,215 | $ | 24,021 | $ | 354,859 | |||||||||||||||||
and Chief Information Officer | 2016 | $ | 221,261 | $ | --- | $ | --- | $ | --- | $ | 76,392 | $ | 22,005 | $ | 20,184 | $ | 339,842 | |||||||||||||||||
Keith J. Houghton | 2018 | $ | 222,854 | $ | --- | $ | 52,000 | $ | 165,500 | $ | 86,272 | $ | 522 | $ | 21,611 | $ | 548,759 | |||||||||||||||||
Executive Vice President and | 2017 | $ | 213,592 | $ | --- | $ | --- | $ | --- | $ | 77,910 | $ | 53 | $ | 22,962 | $ | 314,517 | |||||||||||||||||
Chief Credit Officer | 2016 | $ | 206,335 | $ | --- | $ | 69,400 | $ | 45,286 | $ | 68,811 | $ | --- | $ | 20,248 | $ | 410,080 |
Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(3) | Stock ($)(4) | Option Awards ($)(5) | Non- Equity Incentive Plan Compen- sation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total Compensation ($) | |||||||||||||||||||||||||||
Dana L. Stonestreet, | 2020 | $ | 531,705 | $ | — | $ | 142,328 | $ | — | $ | 190,957 | $ | 159,497 | $ | 15,858 | $ | 1,040,345 | |||||||||||||||||||
Chairman, President and | 2019 | $ | 521,475 | $ | — | $ | 144,428 | $ | — | $ | 235,668 | $ | 120,174 | $ | 25,640 | $ | 1,047,385 | |||||||||||||||||||
Chief Executive Officer | 2018 | $ | 505,000 | $ | — | $ | 624,000 | $ | 863,910 | $ | 358,872 | $ | 112,497 | $ | 25,033 | $ | 2,489,312 | |||||||||||||||||||
C. Hunter Westbrook | 2020 | $ | 378,641 | $ | — | $ | 88,108 | $ | — | $ | 110,838 | $ | — | $ | 12,642 | $ | 590,229 | |||||||||||||||||||
Senior Executive Vice President | 2019 | $ | 364,300 | $ | — | $ | 89,408 | $ | — | $ | 105,346 | $ | — | $ | 27,093 | $ | 586,147 | |||||||||||||||||||
and Chief Operating Officer (1) | 2018 | $ | 327,813 | $ | — | $ | 65,000 | $ | 264,800 | $ | 160,935 | $ | — | $ | 28,397 | $ | 846,945 | |||||||||||||||||||
Tony J. VunCannon, | 2020 | $ | 257,479 | $ | — | $ | 47,443 | $ | — | $ | 55,832 | $ | 12,080 | $ | 9,227 | $ | 382,061 | |||||||||||||||||||
Executive Vice President, | 2019 | $ | 248,231 | $ | — | $ | 48,143 | $ | — | $ | 66,710 | $ | 15,906 | $ | 20,770 | $ | 399,760 | |||||||||||||||||||
Chief Financial Officer, Corporate | 2018 | $ | 238,692 | $ | — | $ | 52,000 | $ | 165,500 | $ | 92,407 | $ | 14,922 | $ | 22,810 | $ | 586,331 | |||||||||||||||||||
Secretary and Treasurer | ||||||||||||||||||||||||||||||||||||
Marty T. Caywood, | 2020 | $ | 238,120 | $ | 30,000 | $ | 47,443 | $ | — | $ | 53,025 | $ | 1,725 | $ | 9,551 | $ | 379,864 | |||||||||||||||||||
Executive Vice President | 2019 | $ | 200,000 | $ | — | $ | 48,143 | $ | 88,200 | $ | 59,886 | $ | 651 | $ | 18,285 | $ | 415,165 | |||||||||||||||||||
and Chief Information Officer (2) | ||||||||||||||||||||||||||||||||||||
Paula C. Labian | 2020 | $ | 207,721 | $ | — | $ | 199,663 | $ | 93,304 | $ | 45,984 | $ | — | $ | 9,642 | $ | 556,314 | |||||||||||||||||||
Executive Vice President and | ||||||||||||||||||||||||||||||||||||
Chief Human Resources Officer (2) |
_____________________
(1) | Prior to October 1, 2018, Mr. |
(2) | |
(3) | Represents a cash award received by Mr. Caywood for the successful completion of the Company’s core technology system conversion in February 2020. All other bonus amounts for fiscal |
(4) | Represents the grant date fair values under ASC Topic 718 of |
Name | Fair Value at Grant Date | Maximum Value at Grant Date | |
Dana L. Stonestreet | $ 142,328 | $ 213,491 | |
C. Hunter Westbrook | $ 44,054 | $ 66,081 | |
Tony J. VunCannon | $ 23,721 | $ 35,582 | |
Marty T. Caywood | $ 23,721 | $ 35,582 | |
Paula C. Labian | $ 23,721 | $ 35,582 |
Represents the grant date fair values under ASC Topic 718, as estimated by using the Black-Scholes pricing model, of awards of options to purchase shares of the | |
(6) | Amounts under this column for fiscal 2020 present the |
the named executive officer’s accumulated benefit under the SERP from June 30, 2018 to June 30, 2019, (ii) above market interest on amounts deferred under the Deferred Compensation Plan and (iii) above market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Stonestreet – (i) $94,952; (ii) $15,760; and (iii) $9,462; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $10,797; (ii) $2,424; and (iii) $2,685; and Mr. Caywood– (i) $0; (ii) $651. Amounts under this column for fiscal 2018 present the aggregate of (i) the change in the actuarial present value of the named executive |
For Messrs. Stonestreet, Westbrook, VunCannon | |
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–life insurance premiums paid by HomeTrust Bank of $1,458; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $9,060; and dividends on unvested shares of restricted stock of $4,512; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,296; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $5,667; and dividends on unvested shares of restricted stock of $4,851; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $972; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $6,717; and dividends on unvested shares of restricted stock of $710; Mr. Caywood –life insurance premiums paid by HomeTrust Bank of $810; reimbursement for long-term disability insurance premium paid by Mr. Caywood of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $6,943; and dividends on unvested shares of restricted stock of $970; and Ms. Labian –life insurance premiums paid by HomeTrust Bank of $662; reimbursement for long-term disability insurance premium paid by Ms. Labian of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $6,770; and dividends on unvested shares of restricted stock of $1,382. For Messrs. Stonestreet, Westbrook, VunCannon, and Caywood, amounts under this column for fiscal 2019 consist of the following: Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,458; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $9,000; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $3,744; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,296; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $10,654; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $3,705; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $972; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $7,943; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $417; and Mr. Caywood –life insurance premiums paid by HomeTrust Bank of $810; reimbursement for long-term disability insurance premium paid by Mr. Caywood of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $5,781; value as of June 30, 2019 of ESOP allocation of $9,969; and dividends on unvested shares of restricted stock of $897. For Messrs. Stonestreet, Westbrook, and VunCannon, amounts under this column for fiscal 2018 consist of the following: Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,510; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $1,110; employer contributions under HomeTrust |
34
Grants of Plan-Based Awards
All | ||||||||||||||
Other | All | |||||||||||||
Stock | Other | |||||||||||||
Awards: | Option | Grant | ||||||||||||
Estimated Possible Payouts | Estimated Future | Number | Awards: | Date | ||||||||||
Payouts | of | Number | Fair | |||||||||||
Under Non-Equity | Under Equity | Shares | of | Exercise | Value | |||||||||
Incentive Plan Awards | Incentive Plan Awards | of | Securities | Price of | of Stock | |||||||||
Stock or | Underlying | Option | and | |||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Option | ||||
Name | Date | ($)(1) | ($)(1) | ($)(1) | ($) | ($) | ($) | (#) | (#) | ($/Sh) | Awards | |||
Dana L. Stonestreet | 09/27/17 | 140,250 | 280,500 | 420,750 | --- | --- | --- | --- | --- | --- | --- | |||
02/11/18 | --- | --- | --- | --- | --- | --- | 24,000(2) | --- | --- | $624,000 (4) | ||||
02/11/18 | --- | --- | --- | --- | --- | --- | --- | 130,500(3) | $26.00 | $863,910 (4) | ||||
C. Hunter Westbrook | 09/27/17 | 66,800 | 133,600 | 200,400 | --- | --- | --- | --- | --- | --- | --- | |||
02/11/18 | --- | --- | --- | --- | --- | --- | 2,500(2) | --- | --- | $65,000 (4) | ||||
02/11/18 | --- | --- | --- | --- | --- | --- | --- | 40,000(3) | $26.00 | $264,800 (4) | ||||
Tony J. VunCannon | 09/27/17 | 36,150 | 72,300 | 108,450 | --- | --- | --- | --- | --- | --- | --- | |||
02/11/18 | --- | --- | --- | --- | --- | --- | 2,000(2) | --- | --- | $52,000 (4) | ||||
02/11/18 | --- | --- | --- | --- | --- | --- | --- | 25,000(3) | $26.00 | $165,500 (4) | ||||
Howard L. Sellinger | 09/27/17 | 36,150 | 72,300 | 108,450 | --- | --- | --- | --- | --- | --- | --- | |||
02/11/18 | --- | --- | --- | --- | --- | --- | 2,000(2) | --- | --- | $52,000 (4) | ||||
02/11/18 | --- | --- | --- | --- | --- | --- | --- | 25,000(3) | $26.00 | $165,500 (4) | ||||
Keith J. Houghton | 09/27/17 | 33,750 | 67,500 | 101,250 | --- | --- | --- | --- | --- | --- | --- | |||
02/11/18 | --- | --- | --- | --- | --- | --- | 2,000(2) | --- | --- | $52,000 (4) | ||||
02/11/18 | --- | --- | --- | --- | --- | --- | --- | 25,000(3) | $26.00 | $165,500 (4) |
All | ||||||||||||||||||||||||||||||||||||||||||||
Other | All | |||||||||||||||||||||||||||||||||||||||||||
Stock | Other | |||||||||||||||||||||||||||||||||||||||||||
Awards: | Option | Grant | ||||||||||||||||||||||||||||||||||||||||||
Estimated Possible Payouts | Estimated Future | Number | Awards: | Date | ||||||||||||||||||||||||||||||||||||||||
Payouts | of | Number | Fair | |||||||||||||||||||||||||||||||||||||||||
Under Non-Equity | Under Equity | Shares | of | Exercise | Value | |||||||||||||||||||||||||||||||||||||||
Incentive Plan Awards | Incentive Plan Awards | of | Securities | Price of | of Stock | |||||||||||||||||||||||||||||||||||||||
Stock or | Underlying | Option | and | |||||||||||||||||||||||||||||||||||||||||
Grant | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Options | Awards | Option | ||||||||||||||||||||||||||||||||||
Name | Date | ($)(1) | ($)(1) | ($)(1) | (#)(2) | (#)(2) | (#)(2) | (#) | (#) | ($/Sh) | Awards | |||||||||||||||||||||||||||||||||
Dana L. Stonestreet | 09/24/19 | 145,902 | 291,804 | 437,706 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | 2,625 | 5,250 | 7,875 | — | — | — | $142,328 (6) | ||||||||||||||||||||||||||||||||||
C. Hunter Westbrook | 09/24/19 | 75,564 | 151,128 | 226,692 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | 813 | 1,625 | 2,438 | — | — | — | $44,054 (6) | ||||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | — | — | — | 1,625 (3) | — | — | $44,054 (6) | ||||||||||||||||||||||||||||||||||
Tony J. VunCannon | 09/24/19 | 38,724 | 77,448 | 116,172 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | 438 | 875 | 1,313 | — | — | — | $23,721 (6) | ||||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | — | — | — | 875 (3) | — | — | $23,721 (6) | ||||||||||||||||||||||||||||||||||
Marty T. Caywood | 09/24/19 | 36,150 | 72,300 | 108,450 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | 438 | 875 | 1,313 | — | — | — | $23,721 (6) | ||||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | — | — | — | 875 (3) | — | — | $23,721 (6) | ||||||||||||||||||||||||||||||||||
Paula C. Labian | 08/22/19 | — | — | — | — | — | — | 6,000 (4) | 20,000 (5) | $ | 25.37 | $245,524 (6) | ||||||||||||||||||||||||||||||||
09/24/19 | 31,350 | 62,700 | 94,050 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | 438 | 875 | 1,313 | — | — | — | $23,721 (6) | ||||||||||||||||||||||||||||||||||
02/11/20 | — | — | — | — | — | — | 875 (3) | — | — | $23,721 (6) |
______________
(1) | For each named executive officer, represents the threshold (i.e. lowest), target and maximum amounts that were potentially payable for fiscal year |
(3) | Represents a restricted stock award with the following vesting schedule: 20% increments on February 11, |
(4) | Represents a restricted stock award with the following vesting schedule: 20% increments on August 22, 2020, 2021, 2022, 2023 and |
(5) | Represents a stock option award with the following vesting schedule: 20% increments on |
(6) | Represents the grant date fair value of the award determined in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of the award are included in Note |
35
Employment Agreements with Messrs. Stonestreet, Westbrook VunCannon and SellingerVunCannon and Change in Control Severance AgreementAgreements with Mr. Houghton
Effective September 11, 2018, the Company entered into: (i)into amended and restated employment agreements with Messrs. Stonestreet, Westbrook and VunCannon; (ii)VunCannon. Effective January 31, 2019, the Company entered into a new employmentchange in control severance agreement with Mr. Sellinger; and (iii) an amended and restatedMs. Labian. Effective April 1, 2019, the Company entered into a change in control severance agreement with Mr. Houghton.Caywood. The Company also entered into amended and restated change in control severance agreements with one other executive officer and two non-executive officers. As further described below, the new employment agreements with Messrs. Stonestreet and Westbrook VunCannon and Sellingereach provide for a lower amount of severance payable under certain circumstances as compared to their prior employment agreementsan initial term ending on September 11, 2021 and the newemployment agreement with Mr. VunCannon, the change in control severance agreement with Ms. Labian and the change in control severance agreement with Mr. Houghton revises the method for calculating his cash severance benefit to be consistent with the new employment agreements with the other named executive officers. The new agreements with Messrs. Stonestreet, Westbrook, VunCannon, Sellinger and Houghton also clarify provisions regarding confidential information, add non-competition provisions applicable for two years following termination of employment and expand non-solicitation provisions to cover customers in addition to employees, ensure compliance with Section 409A of the Internal Revenue Code, delete certain regulatory provisions no longer required due to the change in the charter of HomeTrust Bank and make certain other changes.
Each new employment agreement provides for a minimum annual base salary of not less than the executive's currentexecutive’s base salary. As undersalary as in effect on the prior employment agreements with Messrs. Stonestreet, Westbrook, VunCannon and Sellinger, each neweffective date of the agreement. Each employment agreement entitles the executive to participate in an equitable manner with all other executive officers of the Company and the Bank in such performance-based and discretionary bonuses, if any, as are authorized by the Boards of Directors of the Company and the Bank, and to participate in, to the same extent as executive officers of the Company and the Bank generally, all retirement and other employee benefits and any fringe benefits, and such other benefits as the Board of Directors may provide in its discretion.
Each new employment agreement provides that if the executive is "involuntarily“involuntarily terminated,"” other than at the time of or within 12 months following a change in control of the Company or the Bank, he will receive (i) monthly payments of one-twelfth of his "cash compensation"“cash compensation” for the remaining term of the agreement, (ii) continuation of specified health insurance benefits for the executive and his dependents until their death or the expiration of the remaining term of the agreement (whichever first occurs) and (iii) continuation of specified other insurance benefits until the executive'sexecutive’s death or the expiration of the remaining term of the agreement (whichever first occurs). Each new employment agreement further provides that if the executive is involuntarily terminated at the time of or within 12 months following a change in control of the Company or the Bank, then in lieu of the benefits described in the immediately preceding sentence, the executive will receive (i) a lump sum cash amount equal to three times his cash compensation, (ii) continuation of specified health insurance benefits for the executive and his dependents until their death or the three-year anniversary of the date of termination (whichever first occurs) and (iii) continuation of specified other insurance benefits until the executive'sexecutive’s death or the three-year anniversary of the date of termination (whichever first occurs). In addition, each employment agreement provides that the executive will either receive the full amount of these change in control severance payments or be cut back to the extent such payments would, or together with other payments would, be nondeductible under Section 280G of the Internal Revenue Code, whichever results in a greater after-tax benefit with the executive paying any applicable excise tax.
The term "involuntary termination"“involuntary termination” includes a material diminution in the executive's duties, responsibilities or benefits. The term "cash compensation"“cash compensation” is defined as the highest annual base salary rate paid to the executive at any time during his employment by the Company plus the higher of (i) the executive'sexecutive’s annual bonus paid during the year immediately preceding the date of termination or (ii) the executive'sexecutive’s target bonus for the year in which the date of termination occurs, in each case including any salary or bonus amounts deferred by the executive. The Company'sCompany’s obligation to pay severance or provide benefits under the new employment agreements is expressly conditioned upon the executive executing (and not revoking) a general release of claims.
Each new employment agreement provides that if the executive dies while employed under the agreement, his estate or designated beneficiary will be entitled to receive: (i) a lump sum equal to the executive'sexecutive’s cash compensation through the last day of calendar month in which his death occurred, plus the greater of (A) an additional three months of the executive'sexecutive’s cash compensation or (B) if the executive died within six months prior to or 12 months following a change in control of the Company or the Bank, a lump sum cash amount equal to three times the executive'sexecutive’s cash compensation; and (ii) the amounts of any benefits or awards which were earned with respect to the fiscal year in which the executive died and which the executive would have been entitled to receive had he remained employed, and
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the prorated amount of any bonus or incentive compensation for such fiscal year to which the executive would have been entitled had he remained employed. Each new employment agreement also provides that if the Company terminates the executive's employment after having established that the executive has incurred a disability, then after exhaustion of all paid time off days allocated for the calendar year, the Company will pay to the executive monthly one-twelfth of his cash compensation for the remaining term of the agreement, reduced by the proceeds of any disability plan then in effect. If the executive'sexecutive’s employment is terminated on account of disability during the one year commencing on the effective date of a change in control of the Company or the Bank, he will receive his change in control severance payment and benefits as provided under his new employment agreement.
The new change in control severance agreementagreements with Mr. Houghton providesCaywood and Ms. Labian each provide that if hethe executive is involuntarily terminated at the time of or within 12 months following a change in control of the Company or the Bank, hethe executive will receive (i) a lump sum cash amount equal to two times histhe executive’s cash compensation and (ii) specified health insurance benefits for himselfthe executive and his or her dependents. The term "cash compensation" is defined in Mr. Houghton's newEach agreement further provides that these change in control severance agreement in the same manner as the new employment agreements. The Company's obligation to pay severance or provide benefits under Mr. Houghton's new change in control severance agreement is expressly conditioned upon Mr. Houghton executing (and not revoking) a general release of claims.
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Outstanding Equity Awards at June 30, 2018
The following table provides information regarding the unexercised stock options and stock awards held by each of the named executive officers as of June 30, 2018.
Option Awards | Stock Awards | |||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |
Dana L. Stonestreet | 210,000(1) | ---(1) | --- | $14.37 | 02/11/2023 | --- | --- | --- | --- | |
---(2) | 130,500(2) | --- | $26.00 | 02/11/2028 | --- | --- | --- | --- | ||
--- | --- | --- | --- | --- | 24,000(3) | $675,600 | --- | --- | ||
C. Hunter Westbrook | 90,000(1) | ---(1) | --- | $14.37 | 02/11/2023 | --- | --- | --- | --- | |
---(2) | 20,000(2) | --- | $24.95 | 02/11/2027 | --- | --- | --- | --- | ||
---(2) | 40,000(2) | --- | $26.00 | 02/11/2028 | --- | --- | --- | --- | ||
--- | --- | --- | --- | --- | 20,000(3) | $563,000 | --- | --- | ||
--- | --- | --- | --- | --- | 2,500(3) | $70,375 | --- | --- | ||
Tony J. VunCannon | 90,000(1) | ---(1) | --- | $14.37 | 02/11/2023 | --- | --- | --- | --- | |
---(2) | 25,000(2) | --- | $26.00 | 02/11/2028 | --- | --- | --- | --- | ||
--- | --- | --- | --- | --- | 2,000(3) | $56,300 | --- | --- | ||
Howard L. Sellinger | 90,000(1) | ---(1) | --- | $14.37 | 02/11/2023 | --- | --- | --- | --- | |
---(2) | 25,000(2) | --- | $26.00 | 02/11/2028 | --- | --- | --- | --- | ||
--- | --- | --- | --- | --- | 2,000(3) | $56,300 | --- | --- | ||
Keith J. Houghton | ---(4) | 2,000(4) | --- | $15.88 | 03/10/2024 | --- | --- | --- | --- | |
---(5) | 6,000(5) | --- | $17.35 | 02/11/2026 | --- | --- | --- | --- | ||
---(2) | 25,000(2) | --- | $26.00 | 02/11/2028 | --- | --- | --- | --- | ||
--- | --- | --- | --- | --- | 2,400(6) | $67,560 | --- | --- | ||
--- | --- | --- | --- | --- | 2,000(3) | $56,300 | --- | --- |
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||
Dana L. Stonestreet | 210,000(1) | — | — | $14.37 | 02/11/2023 | — | — | — | — | |||||||||
52,200(2) | 78,300(2) | — | $26.00 | 02/11/2028 | — | — | — | — | ||||||||||
— | — | — | — | — | 14,400(3) | $230,400 | — | — | ||||||||||
— | — | — | — | — | — | — | 5,250(4) | $84,000 | ||||||||||
— | — | — | — | — | — | — | 5,250(5) | $84,000 | ||||||||||
C. Hunter Westbrook | 90,000(1) | — | — | $14.37 | 02/11/2023 | — | — | — | — | |||||||||
8,000(2) | 12,000(2) | — | $24.95 | 02/11/2027 | — | — | — | — | ||||||||||
16,000(2) | 24,000(2) | — | $26.00 | 02/11/2028 | — | — | — | — | ||||||||||
— | — | — | — | — | 12,000(3) | $192,000 | — | — | ||||||||||
— | — | — | — | — | 1,500(3) | $24,000 | — | — | ||||||||||
— | — | — | — | — | — | — | 1,625(4) | $26,000 | ||||||||||
— | — | — | — | — | 1,300(6) | $20,800 | — | — | ||||||||||
— | — | — | — | — | — | — | 1,625(5) | $26,000 | ||||||||||
— | — | — | — | — | 1,625(7) | $26,000 | — | — | ||||||||||
Tony J. VunCannon | 80,500(8) | — | — | $14.37 | 02/11/2023 | — | — | — | — | |||||||||
10,000(2) | 15,000(2) | — | $26.00 | 02/11/2028 | — | — | — | — | ||||||||||
— | — | — | — | — | 1,200(3) | $19,200 | — | — | ||||||||||
— | — | — | — | — | — | — | 875(4) | $14,000 | ||||||||||
— | — | — | — | — | 700(6) | $11,200 | — | — | ||||||||||
— | — | — | — | — | — | — | 875(5) | $14,000 | ||||||||||
— | — | — | — | — | 875(7) | $14,000 | — | — | ||||||||||
Marty T. Caywood | 4,000(9) | — | — | $14.37 | 02/11/2023 | — | — | — | — | |||||||||
4,000(2) | 6,000(2) | — | $26.00 | 02/11/2028 | — | — | — | — | ||||||||||
3,000(10) | 12,000(10) | — | $27.51 | 02/11/2029 | — | — | — | — | ||||||||||
— | — | — | — | — | 1,200(3) | $19,200 | — | — | ||||||||||
— | — | — | — | — | — | — | 875(4) | $14,000 | ||||||||||
— | — | — | — | — | 700(6) | $11,200 | — | — | ||||||||||
— | — | — | — | — | — | — | 875(5) | $14,000 | ||||||||||
— | — | — | — | — | 875(7) | $14,000 | — | — | ||||||||||
Paula C. Labian | 1,000(10) | 4,000(10) | — | $27.51 | 02/11/2029 | — | — | — | — | |||||||||
— | 20,000(11) | — | $25.37 | 08/22/2029 | — | — | — | — | ||||||||||
— | — | — | — | — | 6,000(12) | $96,000 | — | — | ||||||||||
— | — | — | — | — | — | — | 875(5) | $14,000 | ||||||||||
— | — | — | — | — | 875(7) | $14,000 | — | — |
________________
(1) | Stock option award with the following vesting schedule: 20% increments on February 11, 2014, 2015, 2016, 2017 and 2018. |
(2) | Stock option award with the following vesting schedule: 20% increments on February 11, 2019, 2020, 2021, 2022 and 2023. |
(3) | Restricted stock award with the following vesting schedule: 20% increments on February 11, 2019, 2020, 2021, 2022 and 2023. |
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(4) |
(5) | Reflects number of shares issuable under performance-based restricted stock units based on target level of performance. Performance is measured over a three-year period ending June 30, 2022. For additional information regarding these awards, see “Compensation Discussion and Analysis—2020 Executive Compensation Program in Detail-Omnibus Incentive Plan.” |
(6) | Restricted stock award with the following vesting schedule: 20% increments on |
Restricted stock award with the following vesting schedule: 20% increments on February 11, 2021, 2022, 2023, 2024 and 2025. |
(8) | Remaining unexercised portion of stock option award with the following vesting schedule: 20% increments on February 11, 2014, 2015, 2016, 2017 |
Remaining unexercised portion of stock option award which vested as to 1,000 shares on February 11, 2014, 1,000 shares on February 11, 2015, 2,000 shares on February 11, 2016, 4,000 shares on February 11, 2017, 4,000 shares on February 11, 2018, 4,000 shares on February 11, 2019 and 4,000 shares on February 11, 2020. |
(10) | Stock option award with the following vesting schedule: 20% increments on February 11, 2020, 2021, 2022, 2023 and 2024. |
(11) | Stock option award with the following vesting schedule: 20% increments on August 22, 2020, 2021, 2022, 2023 and 2024 |
(12) | Restricted stock award with the following vesting schedule: 20% increments on |
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Option Exercises and Stock Vested
The following table sets forth information regarding stock options exercised and shares of restricted stock that vested during the fiscal year ended June 30, 20182020 with respect to each named executive officer:
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Dana L. Stonestreet | --- | $ | --- | 16,900 | $ | 439,400 | ||||||||||
C. Hunter Westbrook | --- | $ | --- | 4,600 | $ | 119,600 | ||||||||||
Tony J. VunCannon | --- | $ | --- | 4,600 | $ | 119,600 | ||||||||||
Howard L. Sellinger | --- | $ | --- | 4,600 | $ | 119,600 | ||||||||||
Keith J. Houghton | 6,000 | $ | 67,058 | 800 | $ | 20,800 |
Option Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | ||||||||||||
Dana L. Stonestreet | — | $ | — | 4,800 | $ | 130,128 | ||||||||||
C. Hunter Westbrook | — | $ | — | 4,825 | $ | 130,806 | ||||||||||
Tony J. VunCannon | 4,500 | $ | 55,485 | 575 | $ | 15,588 | ||||||||||
Marty T. Caywood | 8,000 | $ | 101,040 | 2,575 | $ | 69,808 | ||||||||||
Paula C. Labian | — | $ | — | — | $ | — |
______________
(1) | Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. |
(2) | Represents the value realized upon vesting of restricted stock award, based on the market value of the shares on the vesting date. |
Deferred Compensation Plan
The Deferred Compensation Plan is a nonqualified deferred compensation plan under which directors and a select group of employees can elect to defer a portion of their cash compensation. At the end of each calendar month, each participant'sparticipant’s account balance is credited with earnings based on the value of the participant'sparticipant’s account balance on the last day of such month. Earnings are currently credited at a rate equal to the average rate of HomeTrust Bank'sBank’s earning assets determined as of the last day of the preceding calendar month. A participant is always 100% vested in his or her account, which will be distributed in cash following his or her separation from service with HomeTrust Bank at the time and in the manner specified in the plan and the participant'sparticipant’s election form.
Each named executive officer other than Mr. Westbrook and Ms. Labian currently participates in the Deferred Compensation Plan. The following table provides information regarding the Deferred Compensation Plan for each participating named executive officer.
Executive | Registrant | Aggregate | Aggregate | Aggregate | |||||||||||
Contributions | Contributions | Earnings | Withdrawals/ | Balance | |||||||||||
Name | in Last FY | in Last FY(2) | in Last FY(3) | Distributions(4) | at Last FYE(5) | ||||||||||
Dana L. Stonestreet | $ | --- | $ | --- | $ | 73,330 | $ | --- | $ | 1,963,794 | |||||
Tony J. VunCannon | $ | --- | $ | --- | $ | 11,280 | $ | --- | $ | 302,073 | |||||
Howard L. Sellinger | $ | --- | $ | --- | $ | 21,043 | $ | --- | $ | 563,552 | |||||
Keith J. Houghton | $ | 90,000(1) | $ | --- | $ | 3,669 | $ | --- | $ | 139,147 |
Aggregate | ||||||||||||||||||||
Executive | Registrant | Earnings | Aggregate | Aggregate | ||||||||||||||||
Contributions | Contributions | in Last | Withdrawals/ | Balance | ||||||||||||||||
Name | in Last FY | in Last FY(1) | FY(2) | Distributions(3) | at Last FYE(4) | |||||||||||||||
Dana L. Stonestreet | $ | — | $ | — | $ | 88,683 | $ | — | $ | 2,139,115 | ||||||||||
Tony J. VunCannon | $ | — | $ | — | $ | 13,641 | $ | — | $ | 329,041 | ||||||||||
Marty T. Caywood | $ | — | $ | — | $ | 3,663 | $ | — | $ | 88,357 |
_______________
During fiscal |
(2) | Of the amounts shown, |
(3) | During fiscal |
(4) | Of the aggregate balances shown, |
Executive Medical Care Plan
The EMCP is a nonqualified, deferred compensation plan under which certain key employees are given the opportunity to receive employer-provided health and long-term care benefits through the payment of health and long-term care plan premiums and to receive reimbursement of medical expenses. Under the EMCP, a participant may be
40
provided with an initial benefit amount set forth in his or her individual joinder agreement and, if the participant is fully vested under the plan, may elect to defer a portion of his base salary, bonuses or other compensation. Following the "benefit“benefit commencement date,"” a participant'sparticipant’s benefit account under the EMCP may be used to reimburse the participant for medical expenses (but only using the pre-2005 portion of the account) or pay insurance premiums under any health or qualified long-term care plan. Any such reimbursement or premium payment results in a charge to the participant'sparticipant’s account balance. At the end of each plan year, each participant'sparticipant’s account is credited with a 5% adjustment, based on the average balance of the account during the plan year. The "benefit“benefit commencement date"date” means (1) with respect to the payment of health plan premiums, the first day of the month next following (a) the date of the participant'sparticipant’s termination of employment after age 65, unless the participant, having attained age 65, requests that his benefits commence sooner, (b) if the participant'sparticipant’s employment terminates before age 65, the earlier of the date he or she requests payment of the health plan premiums subsequent to termination of employment or the date the participant attains age 65, or (c) in the case of the participant'sparticipant’s death before age 65, the first day of the month next following the date of the participant'sparticipant’s death; and (2) with respect to qualified long-term care coverage and the reimbursement of medical expenses, the date the participant is first designated to participate in the EMCP, provided that with respect to the reimbursement of medical expenses, the participant must be 100% vested before benefits may commence. A participant may request that his benefit commencement date be delayed (except for the reimbursement of medical expenses) or, with respect to the payment of health care plan premiums, accelerated, in each case subject to the approval of the committee administering the EMCP.
Messrs. Stonestreet and VunCannon are the only named executive officers other than Messrs. Westbrook and Houghtonwho currently participatesparticipate in the EMCP, and each such named executive officer isthey are fully vested in his account.their accounts. The following table provides information regarding the EMCP for each participating named executive officer.
Executive | Registrant | Aggregate | Aggregate | Aggregate | |||||||||||
Contributions | Contributions | Earnings | Withdrawals/ | Balance | |||||||||||
Name | in Last FY | in Last FY(2) | in Last FY(3) | Distributions | at Last FYE(4) | ||||||||||
Dana L. Stonestreet | $ | --- | $ | --- | $ | 31,559 | $ | 13,749 | $ | 657,513 | |||||
Tony J. VunCannon | $ | 12,000(1) | $ | --- | $ | 8,391 | $ | 4,937 | $ | 178,023 | |||||
Howard L. Sellinger | $ | --- | $ | --- | $ | 28,481 | $ | --- | $ | 598,100 |
Executive | Registrant | Aggregate | Aggregate | Aggregate | ||||||||||||||||
Contributions | Contributions | Earnings | Withdrawals/ | Balance | ||||||||||||||||
Name | in Last FY | in Last FY(2) | in Last FY(3) | Distributions | at Last FYE(4) | |||||||||||||||
Dana L. Stonestreet | $ | — | $ | — | $ | 32,757 | $ | 35,426 | $ | 672,810 | ||||||||||
Tony J. VunCannon | $ | 18,000 | (1) | $ | — | $ | 10,274 | $ | 4,459 | $ | 220,624 |
_______________
(1) | Reported as compensation for fiscal |
(2) | During fiscal |
(3) | Of the amounts shown, |
(4) | Of the aggregate balances shown, |
Executive Supplemental Retirement Income Plan
General
. Under the SERP, a participating executive is entitled to receive an annual supplemental retirement income benefit as specified in his or her joinder agreement to the SERP master agreement, payable monthly, commencing on his or her benefit eligibility date or on the date specified in his or her joinder agreement. Unless a different date is specified in the41
Mr. Stonestreet. Under his joinder agreement, Mr. Stonestreet'sStonestreet’s supplemental retirement income benefit is comprised of the following: (1) a 20-year annual benefit, payable monthly, equal to 60% of his highest average compensation (taking into account only base salary, bonuses and amounts deferred at his election) for a three (consecutive or nonconsecutive) calendar year period preceding the date Mr. Stonestreet separates from service with HomeTrust Bank, provided that this annual benefit may not be less than $350,000 or more than $425,000 (his "Main“Main Retirement Benefit"Benefit”); and (2) a separate, additional 20-year retirement benefit, payable monthly, in the annual amount of $16,193, subject to an adjustment of 5% per year commencing with the second year of the payout period (his "Additional“Additional Retirement Benefit"Benefit”). Mr. Stonestreet is fully vested in both his Main Retirement Benefit and his Additional Retirement Benefit.
Mr. VunCannon
. Under his joinder agreement, Mr.The following table provides information regarding the SERP for each participating named executive officer.
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | ||||||||
Dana L. Stonestreet | SERP | n/a | $ | 5,499,189 | $ | — | ||||||
Tony J. VunCannon | SERP | n/a | $ | 253,313 | — |
Potential Payments upon Termination of Employment or Change in Control
The following tables summarize the approximate value of the termination payments and benefits that the named executive officers would have received if their employment had been terminated on June 30, 20182020 under the circumstances shown, assuming their new employment and change in control severance agreements entered into as of September 11, 2018 were in effect on June 30, 2018.shown. See "--Employment“--Employment Agreements with Messrs. Stonestreet, Westbrook VunCannon and SellingerVunCannon and Change in Control Severance AgreementAgreements with Mr. Houghton."
The tables exclude (i) amounts accrued through June 30, 20182020 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, and (ii) account balances under HomeTrust Bank'sBank’s 401(k) plan, Deferred Compensation Plan, EMCP and SERP. Each of Messrs. Stonestreet, VunCannon Sellinger and HoughtonCaywood is fully vested in his account balances under the Deferred Compensation Plan, EMCP and SERP, to the extent he participates in those plans, and the forms and amounts of his benefits under those plans would not be enhanced by a termination of his employment with HomeTrust Bank or a change in control. Messrs.Mr. Westbrook and Houghton do not currently participate inMs. Labian are the EMCP or the SERP and Mr. Westbrook alsoonly named executive officers who does not currently participate in the Deferred Compensation Plan. If anPlan, and Messrs. Stonestreet and VunCannon are the only named executive participatingofficers who participate in the SERPEMCP and the SERP. If Mr. Stonestreet or Mr. VunCannon is terminated for cause, he will forfeit all benefits under the SERP and if an executive participating in the EMCP is terminated for cause, he will generally forfeit the right to receive any further benefits under the EMCP that are not attributable to compensation he previously deferred by the executive.deferred. For information regarding the benefits of Messrs. Stonestreet, VunCannon Sellinger and HoughtonCaywood and Ms. Labian under the Deferred Compensation Plan, EMCP and SERP, to the extent they participate in those plans, see "—“—Deferred Compensation Plan," "—” “—Executive Medical Care Plan"Plan” and "—“—Executive Supplemental Retirement Income Plan."”
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Dana L. Stonestreet
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards ($) | Payment of 300% of Cash Compensation ($) | |||||||||||||||
If termination for cause occurs | $ | --- | $ | 68,531 | $ | --- | $ | --- | $ | --- | ||||||||||
If voluntary termination occurs that does not constitute "involuntary termination" under Employment Agreement | $ | --- | $ | 68,531 | $ | --- | $ | --- | $ | --- | ||||||||||
If "involuntary termination" under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 2,671,097 | (1) | $ | 68,531 | $ | --- | $ | --- | $ | --- | |||||||||
If "involuntary termination" under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | --- | $ | 68,531 | $ | --- | $ | 956,175 | (2) | $ | 2,671,097 | (3) | ||||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 217,218 | (4) | $ | 68,531 | $ | 900,000 | $ | 956,175 | (2) | $ | --- | ||||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | --- | $ | 68,531 | $ | 900,000 | $ | 956,175 | (2) | $ | 2,671,097 | (5) | ||||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 2,007,772 | (6) | $ | 9,687 | (7) | $ | --- | $ | 956,175 | (2) | $ | --- | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | --- | (8) | $ | 68,531 | $ | --- | $ | 956,175 | (2) | $ | 2,671,097 | (8) |
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units ($) | Payment of 300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) | |||||||||||||||
If termination for cause occurs | $ | — | $ | 69,380 | (7) | $ | — | $ | — | $ | — | |||||||||
If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | $ | — | $ | 69,380 | (7) | $ | — | $ | — | $ | — | |||||||||
If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 2,563,315 | (1) | $ | 69,380 | (7) | $ | — | $ | — | $ | — | ||||||||
If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | — | $ | 69,380 | (7) | $ | — | $ | 398,400 | (2) | $ | 2,563,315 | (3) | |||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 207,782 | (4) | $ | 69,380 | (7) | $ | 900,000 | $ | 398,400 | (2) | $ | — | |||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | — | $ | 69,380 | (7) | $ | 900,000 | $ | 398,400 | (2) | $ | 2,563,315 | (5) | |||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 1,894,207 | (6) | $ | 69,380 | (7) | $ | — | $ | 398,400 | (2) | $ | — | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | — | (8) | $ | 69,380 | (7) | $ | — | $ | 398,400 | (2) | $ | 2,563,315 | (8) |
________________
(1) | Represents the continuation of |
(2) | Represents the value of acceleration of vesting of unvested restricted stock |
(3) | Represents the amount payable to Mr. Stonestreet under his employment agreement in the event |
(4) | Represents continued payment of Mr. |
(5) | Represents the amount payable under Mr. |
(6) | Represents continued payment of Mr. |
(7) | |
(8) | Under his employment agreement, if Mr. |
43
C. Hunter Westbrook
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards ($) | Payment of 300% of "Cash Compensation" ($) | |||||||||||||||
If termination for cause occurs | $ | --- | $ | 44,960 | $ | --- | $ | --- | $ | --- | ||||||||||
If voluntary termination occurs that does not constitute "involuntary termination" under Employment Agreement | $ | --- | $ | 44,960 | $ | --- | $ | --- | $ | --- | ||||||||||
If "involuntary termination" under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 1,560,089 | (1) | $ | 44,960 | $ | --- | $ | --- | $ | --- | |||||||||
If "involuntary termination" under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | --- | $ | 44,960 | $ | --- | $ | 783,375 | (2) | $ | 1,560,089 | (3) | ||||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 123,734 | (4) | $ | 44,960 | $ | 800,000 | $ | 783,375 | (2) | $ | --- | ||||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | --- | $ | 44,960 | $ | 800,000 | $ | 783,375 | (2) | $ | 1,560,089 | (5) | ||||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 906,268 | (6) | $ | 6,423 | (7) | $ | --- | $ | 783,375 | (2) | $ | --- | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | --- | (8) | $ | 44,960 | $ | --- | $ | 783,375 | (2) | $ | 1,560,089 | (8) |
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units ($) | Payment of 300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) | |||||||||||||||
If termination for cause occurs | $ | — | $ | 46,501 | (7) | $ | — | $ | — | $ | — | |||||||||
If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | $ | — | $ | 46,501 | (7) | $ | — | $ | — | $ | — | |||||||||
If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 1,692,073 | (1) | $ | 46,501 | (7) | $ | — | $ | — | $ | — | ||||||||
If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | — | $ | 46,501 | (7) | $ | — | $ | 314,800 | (2) | $ | 1,692,073 | (3) | |||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 134,455 | (4) | $ | 46,501 | (7) | $ | 800,000 | $ | 314,800 | (2) | $ | — | |||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | — | $ | 46,501 | (7) | $ | 800,000 | $ | 314,800 | (2) | $ | 1,692,073 | (5) | |||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 1,029,868 | (6) | $ | 46,501 | (7) | $ | — | $ | 314,800 | (2) | $ | — | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | — | (8) | $ | 46,501 | (7) | $ | — | $ | 314,800 | (2) | $ | 1,692,073 | (8) |
________________
(1) | Represents the continuation of |
(2) | Represents the value of acceleration of vesting of unvested restricted stock |
(3) | Represents the amount payable to Mr. Westbrook under his employment agreement in the event |
(4) | Represents continued payment of Mr. |
(5) | Represents the amount payable under Mr. |
(6) | Represents the continuation of Mr. |
(7) | |
(8) | Under his employment agreement, if Mr. |
Tony J. VunCannon
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards ($) | Payment of 300% of "Cash Compensation" ($) | |||||||||||||||
If termination for cause occurs | $ | --- | $ | 22,245 | $ | --- | $ | --- | $ | --- | ||||||||||
If voluntary termination occurs that does not constitute "involuntary termination" under Employment Agreement | $ | --- | $ | 22,245 | $ | --- | $ | --- | $ | --- | ||||||||||
If "involuntary termination" under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 707,088 | (1) | $ | 22,245 | $ | --- | $ | --- | $ | --- | |||||||||
If "involuntary termination" under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | --- | $ | 22,245 | $ | --- | $ | 110,050 | (2) | $ | 1,060,632 | (3) | ||||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 83,352 | (4) | $ | 22,245 | $ | 600,000 | $ | 110,050 | (2) | $ | --- | ||||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | --- | $ | 22,245 | $ | 600,000 | $ | 110,050 | (2) | $ | 1,060,632 | (5) | ||||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 289,203 | (6) | $ | 4,634 | (7) | $ | --- | $ | 110,050 | (2) | $ | --- | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | --- | (8) | $ | 22,245 | $ | --- | $ | 100,050 | (2) | $ | 1,060,632 | (8) |
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units ($) | Payment of 300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) | |||||||||||||||
If termination for cause occurs | $ | — | $ | 31,773 | (7) | $ | — | $ | — | $ | — | |||||||||
If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | $ | — | $ | 31,773 | (7) | $ | — | $ | — | $ | — | |||||||||
If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 718,082 | (1) | $ | 31,773 | (7) | $ | — | $ | — | $ | — | ||||||||
If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | — | $ | 31,773 | (7) | $ | — | $ | 72,400 | (2) | $ | 1,077,123 | (3) | |||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 84,490 | (4) | $ | 31,773 | (7) | $ | 600,000 | $ | 72,400 | (2) | $ | — | |||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | — | $ | 31,773 | (7) | $ | 600,000 | $ | 72,400 | (2) | $ | 1,077,123 | (5) | |||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 289,109 | (6) | $ | 31,773 | (7) | $ | — | $ | 72,400 | (2) | $ | — | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | — | (8) | $ | 31,773 | (7) | $ | — | $ | 72,400 | (2) | $ | 1,077,123 | (8) |
________________
(1) | Represents the continuation of |
(2) | Represents the value of acceleration of vesting of unvested restricted stock |
(3) | Represents the amount payable to Mr. VunCannon under his employment agreement in the event |
(4) | Represents continued payment of Mr. |
(5) | Represents the amount payable under Mr. |
(6) | Represents the continuation of Mr. |
(7) | |
(8) | Under his employment agreement, if Mr. |
45
Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation ($) | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards ($) | Payment of 300% of "Cash Compensation" ($) | |||||||||||||||
If termination for cause occurs | $ | --- | $ | 27,054 | $ | --- | $ | --- | $ | --- | ||||||||||
If voluntary termination occurs that does not constitute "involuntary termination" under Employment Agreement | $ | --- | $ | 27,054 | $ | --- | $ | --- | $ | --- | ||||||||||
If "involuntary termination" under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | $ | 228,717 | (1) | $ | 27,054 | $ | --- | $ | --- | $ | --- | |||||||||
If "involuntary termination" under Employment Agreement occurs at the time of or within 12 months following a change in control | $ | --- | $ | 27,054 | $ | --- | $ | 110,050 | (2) | $ | 1,029,225 | (3) | ||||||||
If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | $ | 83,325 | (4) | $ | 27,054 | $ | 600,000 | $ | 110,050 | (2) | $ | --- | ||||||||
If termination occurs as a result of death within six months before, or 12 months after, a change in control | $ | --- | $ | 27,054 | $ | 600,000 | $ | 110,050 | (2) | $ | 1,029,225 | (5) | ||||||||
If termination occurs as a result of disability, not during the one year period following a change in control | $ | 79,780 | (6) | $ | 4,634 | (7) | $ | --- | $ | 110,050 | (2) | $ | --- | |||||||
If termination occurs as a result of disability during the one year period following a change in control | $ | --- | (8) | $ | 27,054 | $ | --- | $ | 110,050 | (2) | $ | 1,029,225 | (8) |
Marty T. Caywood
Termination Scenario | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units ($) | Payment of 200% of Cash Compensation and Continuation of Health Insurance Benefits ($) | ||||||||||||
If voluntary termination occurs | $ | 25,259 | (1) | $ | — | $ | — | $ | — | |||||||
If involuntary termination occurs | $ | 25,259 | (1) | $ | — | $ | — | $ | — | |||||||
If a change in control occurs | $ | — | $ | — | $ | 72,400 | (2) | $ | — | |||||||
If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | $ | 25,259 | (1) | $ | — | $ | 72,400 | (2) | $ | 672,763 | (3) | |||||
If termination occurs as a result of death | $ | 25,259 | (1) | $ | 500,000 | $ | 72,400 | (2) | $ | — | ||||||
If termination occurs as a result of disability | $ | 25,259 | (1) | $ | — | $ | 72,400 | (2) | $ | — |
________________
(1) | Represents |
(2) | Represents the value of acceleration of vesting of unvested restricted stock |
(3) | Represents the amount payable to Mr. |
46
Paula C. Labian
Termination Scenario | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units ($) | Payment of 200% of “Cash Compensation” and Continuation of Health Insurance Benefits ($) | ||||||||||||
If voluntary termination occurs | $ | 18,488 | (1) | $ | — | $ | — | $ | — | |||||||
If involuntary termination occurs | $ | 18,488 | (1) | $ | — | $ | — | $ | — | |||||||
If a change in control occurs | $ | — | $ | — | $ | 124,000 | (2) | $ | — | |||||||
If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | $ | 18,488 | (1) | $ | — | $ | 124,000 | (2) | $ | 564,802 | (3) | |||||
If termination occurs as a result of death | $ | 18,488 | (1) | $ | 500,000 | $ | 124,000 | (2) | $ | — | ||||||
If termination occurs as a result of disability | $ | 18,488 | (1) | $ | — | $ | 124,000 | (2) | $ | — |
________________
Represents | |
Termination Scenario | Payout of Unused Paid Time Off ($) | Life Insurance Benefit ($) | Accelerated Vesting of Stock Options and Restricted Stock Awards ($) | Payment of 200% of "Cash Compensation" $ | ||||||||||||
If voluntary termination occurs | $ | 24,891 | $ | --- | $ | --- | $ | --- | ||||||||
If involuntary termination occurs | $ | 24,891 | $ | --- | $ | --- | $ | --- | ||||||||
If a change in control occurs | $ | --- | $ | --- | $ | 266,950 | (1) | $ | --- | |||||||
If "involuntary termination" under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | $ | --- | $ | --- | $ | 266,950 | (1) | $ | 656,801 | (2) | ||||||
If termination occurs as a result of death | $ | 24,891 | $ | 600,000 | $ | 266,950 | (1) | $ | --- | |||||||
If termination occurs as a result of disability | $ | 24,891 | $ | --- | $ | 266,950 | (1) | $ | --- |
Represents | |
Represents the amount payable to |
47
Compensation Committee Report
The Compensation Committee of the HomeTrust Bancshares, Inc. Board of Directors has reviewed and discussed the Compensation Discussion and Analysis contained above with management and, based on such review and discussion, the Compensation Committee recommended to the HomeTrust Bancshares Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.
Submitted by the following members of the Compensation Committee of the HomeTrust Bancshares, Inc. Board of Directors:
Craig C. Koontz (Chairman)
J. Steven Goforth
Robert E. James, Jr.
Rebekah M. Lowe
Richard T. Williams
CEO Pay Ratio
As required by the Dodd-Frank Act and the SEC'sSEC’s implementing rules, we are providing the following information about the relationship of the compensation of our Chairman, President and CEO, Dana L. Stonestreet, to the compensation of our median employee. The pay ratio set forth below is a reasonable estimate determined in a manner consistent with the SEC'sSEC’s rules.
For the fiscal year ended June 30, 2018,2020, our last completed fiscal year:
· | the annual total compensation of our median employee was |
· | the annual total compensation of our CEO was |
· | the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was |
The Company identified the median employee using the amount of total cash earnings (base salary, bonus, paid time off and any other cash payments) during the fiscal year ended June 30, 2018 for each employee (other than our CEO) included in our payroll records as of June 30, 2018. Earnings were annualized for those employees who were not employed for the full year. After identifying theThe employee originally identified as our median employee based on total cash earnings during the fiscal year ended June 30, 2018 is no longer with our company. Under SEC rules, we are permitted to use another employee whose compensation is substantially similar to the original median employee based on the compensation measure we used to select the original median employee. The Company calculated annual total compensation for suchfiscal 2020 for this new median employee (who was also our median employee for fiscal 2019) and our CEO applying the same methodology used in the calculation of the amounts in the "Total"“Total” column of the Summary Compensation Table for our CEO and other named executive officers plus the group health insurance premiums wethe Bank paid on behalf of the new median employee and our CEO of $6,768$8,022 and $7,476,$10,539, respectively.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee'semployee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
48
TRANSACTIONS WITH RELATED PERSONS
Review and Approval of Related Party Transactions.
Under a written policy adopted by theIn determining whether to approve or ratify a related party transaction, the Audit Committee must consider, among other factors: (i) whether the related party transaction is entered into on terms no less favorable to the Company and its subsidiaries than terms generally available to an unaffiliated third-party under the same or similar circumstances; (ii) the results of an appraisal, if any; (iii) whether there was a bidding process and the results thereof; (iv) review of the valuation methodology used and alternative approaches to valuation of the transaction; and (v) the extent of the related person'sperson’s interest in the transaction. The policy further provides that the Audit Committee will review the following information when assessing a related party transaction: (a) the terms of the transaction; (b) the related person'sperson’s interest in the transaction; (c) the purpose and timing of the transaction; (d) whether the Company or any of its subsidiaries is a party to the transaction, and if not, the nature and extent of the Company'sCompany’s or its subsidiary'ssubsidiary’s participation in the transaction; (e) if the transaction involves the sale of an asset, a description of the asset, including date acquired and cost basis; (f) information concerning potential counterparties in the transaction; (g) the approximate dollar value of the transaction and the approximate dollar value of the related person'sperson’s interest in the transaction; (h) any provisions or limitations imposed as a result of entering into the transaction; (i) whether the transaction includes any potential reputational risk issues that may arise as a result of or in connection with the transaction; (j) if the related person is a director of the Company or nominee for election as a director of the Company, whether the transaction could affect the person'sperson’s status as an independent director; and (k) any other relevant information regarding the transaction.
The policy generally exempts ordinary course banking transactions and other transactions that do not require disclosure under Item 404(a) of SEC Regulation S-K.
Loans.
HomeTrust Bank has followed a policy of granting loans to officers and directors, which fully complies with all applicable federal regulations. Loans to directors and executive officers and their related persons are made in the ordinary course of business and on substantially the same terms and conditions, including interest rates and collateral, as those of comparable transactions with persons not related to HomeTrust Bank prevailing at the time, in accordance with our underwriting guidelines, and do not involve more than the normal risk of collectibility or present other unfavorable features.Sidney A. Biesecker.
Director Sidney A. Biesecker was employed by HomeTrust Bank as President of the Industrial Federal Bank banking division until his retirement from that position on January 31, 2015. Under his joinder agreement to the SERP, Mr.49
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company'sCompany’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company'sCompany’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The information contained in this report shall not be deemed to be "soliciting material"“soliciting material” or to be "filed"“filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates it by reference in such filing.
Management is responsible for the financial reporting process, the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and the system of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. The Company'sCompany’s independent registered public accounting firm is responsible for auditing the Company'sCompany’s consolidated financial statements and expressing an opinion as to the financial statements'statements’ conformity with accounting principles generally accepted in the United States of America. It is the Audit Committee's responsibility to monitor and oversee these processes and procedures.
The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year ended June 30, 20182020 with management. The Audit Committee has discussed with Dixon Hughes Goodman LLP, the Company'sCompany’s independent auditors, the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees.
The Audit Committee has also received the written disclosures and the letter from Dixon Hughes Goodman LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Dixon Hughes Goodman LLP'sLLP’s communications with the Audit Committee concerning independence as currently in effect and discussed with Dixon Hughes Goodman LLP their independence.
Based on the Audit Committee'sCommittee’s review and discussions noted above, the Audit Committee recommended to the HomeTrust Bancshares Inc. Board of Directors that the Company'sCompany’s audited financial statements be included in the Company'sCompany’s Annual Report on Form 10-K for the fiscal year ended June 30, 2018,2020, for filing with the SEC.
The foregoing report is furnished by the following members of the Audit Committee of the HomeTrust Bancshares, Inc. Board of Directors.
Laura C. Kendall (Chair) | |
Craig C. Koontz | |
F.K. McFarland III | John A. Switzer |
Beginning with our annual meeting of stockholders held in the Securities Act of 1933 and the Securities Exchange Act of 1934, each as modified by the Jumpstart Our Business Startups Act of 2012 (commonly referred to as the "JOBS Act")November 2018 (following our fiscal year ended June 30, 2018), we hadhave been exempt, since our initial public offering, from the requirement under the Dodd-Frank Act and the SEC's implementing rulesrequired, like most other publicly held companies, to include a non-binding vote to approve the compensation of our executives in our proxy statement pursuant to the Dodd-Frank Act and the SEC’s implementing rules, commonly known as a “say on pay” vote. The Dodd-Frank Act requires that we include a say on pay vote in our annual meeting proxy statement at least once every three years, commonly knownand that at least once every six years we hold a non-binding, advisory vote on the frequency of future say on pay votes (commonly referred to as a "say“say on pay vote."frequency vote”), with stockholders having the choice of every year, every two years or every three years. We are including
50
had a say on pay frequency vote at our annual meeting of stockholders held in November 2018, and the most votes were received for a frequency of every year. Our Board of Directors determined, in light of those results, that we will include a say on pay vote in thisour annual meeting proxy statement becausematerials every year until the next required say on pay frequency vote is held (following our status as an emerging growth company ended onfiscal year ending June 30, 2018.
The say on pay proposal at the annual meeting gives stockholders the opportunity to endorse or not endorse the compensation of the Company'sCompany’s named executive officers as disclosed in this proxy statement. The proposal is expected to be presented at the annual meeting as a resolution in substantially the following form:
RESOLVED, that the compensation paid to the Company'sCompany’s named executive officers, as disclosed in the Company'sCompany’s proxy statement for the annual meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.
This vote will not be binding on the Company'sCompany’s Board of Directors and may not be construed as overruling a decision by the Board or create or imply any additional fiduciary duty on the Board. Nor will it affect any compensation paid or awarded to any executive. The Compensation Committee and the Board may, however, consider the outcome of the vote when considering future executive compensation arrangements.
The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified executives critical to our long-term success and enhancement of stockholder value. The Board of Directors believes that our compensation policies and procedures achieve this objective, and therefore recommends that stockholders vote FOR this proposal.
PROPOSAL III. ADVISORY (NON-BINDING) VOTE ON THE FREQUENCYIIIOF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Audit Committee of the Company'sCompany’s Board of Directors has renewed the Company'sCompany’s arrangement for Dixon Hughes Goodman LLP to be the Company'sCompany’s independent auditors for the fiscal year ending June 30, 2019,2021, subject to the ratification of that appointment by the Company'sCompany’s stockholders at the annual meeting. A representative of Dixon Hughes Goodman LLP is expected to attend the annual meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires.
During the fiscal years ended June 30, 20182020 and 2017,2019, Dixon Hughes Goodman LLP provided various audit, audit related and non-audit services to the Company. Set forth below are the aggregate fees billed for these services:
(a) | Audit Fees: Aggregate fees billed for professional services rendered during both fiscal years for the audit of annual financial statements, statutory internal control attestation and review of financial statements included in the | |
(b) | Audit Related Fees: Aggregate fees billed for professional services rendered during both fiscal years for the audits of HomeTrust | |
(c) | Tax Fees: Aggregate fees billed for professional services rendered during both fiscal years related to tax compliance and tax return preparation: | |
(d) | All |
The Audit Committee pre-approves all audit and permissible non-audit services to be provided by Dixon Hughes Goodman LLP and the estimated fees for these services. None of the services provided by Dixon Hughes Goodman LLP described in items (a)-(d) above were approved by the Audit Committee pursuant to a waiver of the pre-approval requirements of the SEC'sSEC’s rules and regulations.
The Company'sCompany’s Board of Directors unanimously recommends that stockholders vote FOR the ratification of the appointment of Dixon Hughes Goodman LLP as the Company'sCompany’s independent auditors for the fiscal year ending June 30, 2019.2021.
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STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company'sCompany’s proxy materials for the Company'sCompany’s next annual meeting of stockholders, any stockholder proposal to take action at the meeting must be received at the Company'sCompany’s executive office at 10 Woodfin Street, Asheville, North Carolina no later than June 17, 2019.7, 2021. All stockholder proposals submitted for inclusion in the Company'sCompany’s proxy materials will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended, and, as with any stockholder proposal (regardless of whether included in the Company'sCompany’s proxy materials), the Company'sCompany’s charter and bylaws.
In addition to the deadline and other requirements referred to above for submitting a stockholder proposal to be included in the Company'sCompany’s proxy materials for its next annual meeting of stockholders, the Company'sCompany’s bylaws require a separate notification to be made in order for a stockholder proposal to be eligible for presentation at the meeting, regardless of whether the proposal is included in the Company'sCompany’s proxy materials for the meeting. In order to be eligible for presentation at the Company'sCompany’s next annual meeting of stockholders, written notice of a stockholder proposal containing the information specified in Article I, Section 6 of the Company'sCompany’s bylaws must be received by the Secretary of the Company not earlier than the close of business on July 29, 201919, 2021 and not later than the close of business on August 28, 2019.18, 2021. If, however, the date of the next annual meeting is before November 6, 2019October 27, 2021 or after January 25, 2020,15, 2022, the notice of the stockholder proposal must instead be received by the Company'sCompany’s Secretary not earlier than the close of business on the 120th day prior to the date of the next annual meeting and not later than the close of business on the later of the 90th day before the date of the next annual meeting or the tenth day following the first to occur of the day on which notice of the date of the next annual meeting is mailed or otherwise transmitted or the day on which public announcement of the date of the next annual meeting is first made by the Company.
OTHER MATTERS
The Board of Directors 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 holders of the proxies will act in accordance with their best judgment.
ADDITIONAL INFORMATION
The Company will pay the costs of soliciting proxies. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies personally or by facsimile, telephone, e-mail or other electronic means, without additional compensation.
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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 11:59pm, Eastern Time, on November 15, 2020. Online Go to www.envisionreports.com/HTBI or scan the QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/HTBI Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A