| · | C. Hunter Westbrook, Senior Executive Vice President and Chief Operating Officer (Executive Vice President and Chief Banking Officer prior to October 1, 2018);Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer;
Marty T. Caywood, Executive Vice President and Chief Information Officer; and
| • | Keith J. Houghton, Executive Vice President and Chief CreditOperating Officer; |
| · | Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer; |
| · | Marty T. Caywood, Executive Vice President and Chief Information Officer; and |
| · | Paula C. Labian, Executive Vice President and Chief Human Resources Officer. |
The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.
Business Highlights. Fiscal 2019 ended 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 note set by record net income. We had over $1 billion in loan originationslevel of care to which they have grown accustomed. As was the case for the secondbanking industry in general, our operating results were significantly impacted by the COVID-19 pandemic. For the fiscal year in a row; net organic loan growth of 10%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%; SBA loan sales that generated $3.4 million in noninterest income; and |
| · | 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 new equipment finance line of business originated $147 million in loans and leases during the year. Continued improvements in our financial performance led to our first cash dividend along with the adoption of our sixth stock repurchase program. 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 are highlightstable 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 fiscal year endedexecution 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, 2019 compared2020. Maturing and growing all our new lines of business is focused on continuously improving financial results to the fiscal year ended June 30, 2018:
net income and diluted earnings per share increased to a record $27.1 million and $1.46 per share;
net interest income increased $5.5 million, or 5.5%, to $106.9 million from $101.3 million;
noninterest income increased 21% to $22.9 million from $19.0 million;
provision for loan losses increased to $5.7 million from $0;
net loans receivable increased 7.1% to $2.7 billion from $2.5 billion;
organic net loan growth was $228.6 million, or 9.7% compared to $171.3 million, or 7.8%;
nonperforming assets decreased 9.0% to $13.3 million, or 0.38% of total assets, compared to $14.6 million, or 0.44% of total assets;
total deposits increased 6.0% to $2.3 billion from $2.2 billion; and
create stockholder value.
1,149,785 sharesWe believe our financial performance in the first half of common stock were repurchased during fiscal 2019 at an average price2020 reflects the significant progress we have made in the execution of $26.65 per share. 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 Actions. On the “say“say on pay vote” at our last annual meeting of stockholders (held in November 2018)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 believecurrently hold a primary reason forsay on pay vote annually. We carefully consider the results of this result was a one-time equity retention award grantedvote and the feedback we receive from major stockholders in evaluating our executive compensation. We will strive to Mr. Stonestreet during fiscal 2018. 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 fiscal 2019:2020: Mr. Stonestreet’s entire annual equity award for fiscal 2019 was in the form of performance-based restricted stock units; | · | 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 2019 annual equity award in performance-based restricted stock units and 50% in time-based restricted stock;
| • | all named executive officers received awere 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 salary increasesalaries during fiscal 20192020 were merit-based and to maintain such salaries at approximately the 50th percentile of 4% or less, with the exception of Messrs. Westbrooksurvey benchmark data for their positions; and Caywood who received greater adjustments in part to reflect their promotions and the additional responsibilities they assumed; |
| •· | cash awards under the Company’s short-term incentive program were based on the Company’s financial performance and pre-established individual goals; andgoals. |
the Company entered into a change in control severance agreement with Mr. Caywood effective April 1, 2019, upon his promotion to executive officer status.
Best-Practice Compensation Approaches. To support long-term value creation, we follow good governance practices, including the following:
Pay for performance, minimum performance requirements and capped payouts | Our annual incentives require minimum levels of performance before amounts are earned and also have a cap on maximum payouts. The entirety of Mr. Stonestreet’s equity award during fiscal 20192020 was performance-based and a substantial portionone-half of the equity awards during fiscal 20192020 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 perquisites | Other than providing Mr. Stonestreet with a company automobile and providing Mr. Westbrook with an automobile allowance, we do not provide the named executive officers with any perquisites or other personal benefits. | 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. | “Double-trigger” severance benefits 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 and VunCannon) and change in control severance (Messrs.(Mr. Caywood and Houghton)Ms. Labian) agreements are set to a “double trigger.” This means that these severance benefits will not be paid unless there is also a qualifying termination of employment upon or after the change in control. | 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. |
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.
| · | 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 examine 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 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 compensation of the named executive officers other than himself. Mr. Stonestreet is not involved with any aspect of determining his own compensation. Role of Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer as its independent compensation consultant 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 “-2019“-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 SOCStrategic Operating Committee Incentive Program (the “SOC Incentive Program”) and equity awards granted under the Omnibus Incentive Plan. See “-2019“-2020 Executive Compensation Program in Detail-Annual Incentives” and “-2019“-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 NASDAQ Listing Rules and the Compensation Committee has concluded that Pearl Meyer’s work for the Compensation Committee has not raised any conflict of interest. Role of Peer Groups. In setting the named executive 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, included the following institutions, which ranged in asset size from $1.9$2.1 billion to $5.9$6.4 billion: American National Bankshares, Inc. | | | Bryn Mawr Bank CorporationAtlantic 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. | | | FB Financial Corporation | | | First Bancorp (NC) | | | First Community Bankshares, Inc. | | | First Defiance Financial Corp. | | | Franklin Financial Network, Inc. | | | Peoples Bancorp Inc. | | | Republic Bancorp, Inc. | | | Smart Financial,SmartFinancial, Inc. | | | Southern First Bancshares, Inc. | | | Southern National Bancorp of Virginia Inc. | | | Stock Yards Bancorp, Inc. | | | Summit Financial Group, Inc. | | | Univest Financial Corporation of Pennsylvania | | | | | |
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. 20192020 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 the executive’s experience and tenure, individual performance and job responsibilities. We generally review salary levels annually to recognize these factors. Effective October 1, 2018 (during fiscal 2019), the base salaries of Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton increased by 3.00%, 12.00%, 4.00%, 14.29%, and 4.00%, respectively, to $525,300, $374,080, $250,640, $200,000, and $234,000, respectively. The base salary of Mr. Westbrook was increased primarily to reflect his promotion to Senior Executive Vice President and Chief Operating Officer effective October 1, 2018 and the additional responsibilities this new position entails. The increases in the base salaries of the other executive officers were merit-based and to maintain such salaries at approximately the 50th percentile of the survey benchmark data for their positions. Effective April 1, 2019, the base salary of Mr. Caywood was increased to $225,000 to reflect his promotion to Executive Vice President and Chief Information Officer and the additional responsibilities of this new position.EffectiveOn October 1, 2019 (during fiscal 2020), the base salaries of Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghtonour named executive officers were increased by 1.00%, 1.00%, 3.00%, 7.11%, and 3.00%, respectively, to $530,553, $377,821, $258,159, $241,000, and $241,020, respectively.as indicated in the following table. These increases were merit-based and to maintain such salaries at approximately the 50th percentile of the survey benchmark data for their positions.
Mr. Caywood’s increase also reflects continued recognition of his promotion to the Chief Information Officer role effective April 1, 2019, for which he previously received a base salary increase of 12.5%.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% |
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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. For fiscal 2019,Set forth below is a summary of the targeted incentive award opportunities (as a percentage of base salary)for fiscal 2020 under the SOC Incentive Program for Messrs. Stonestreet, Westbrook, VunCannon and Caywood and Houghton underMs. Labian. 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% |
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% |
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 2019 were as follows: adjusted net income (50% weighting); efficiency ratio (15% weighting); total loans, excluding purchased home equity lines of credit (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 2019 were2020, as follows: adjusted net income (45% weighting); efficiency ratio (15% weighting); total loans, excluding purchased home equity lineswell as the payout achievement of credit (15% weighting); and functional teamthese goals (25% weighting). for fiscal 2020 (dollars in thousands):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’s adjusted net income for fiscal 20192020 (a 50% weighting in determining the bonusaward payable to Mr. Stonestreet and a 45% weighting in determining the bonusesawards payable to each of the other named executive officers) was $26.8$26.3 million, which exceededis lower than the threshold level of performance of $26.4 million, but was lower than the target and stretch levels of performance of $29.3 million and $35.2 million, respectively.$30.2 million. The adjusted net income amount for fiscal 20192020 excludes adjustments for the nonrecurring gain on sale of $325,000 related1-4 family loans in December 2019 of $958,000, net of tax, the decrease in net interest income from the sale of these loans of $1.2 million, net of tax, and the additions to the reversalprovision for loan losses associated with COVID-19 of a deferred tax allowance for certain alternative minimum tax credits. $3.3 million, net of tax. The Company’s adjusted efficiency ratio for fiscal 20192020 (a 15%10% weighting in determining the bonusesawards payable to all named executive officers) was 68.83%71.46%, which was lower (i.e., better) than the threshold and target levelslevel of performance of 71.74% and 69.24%, respectively,72.56% but higher than the stretchtarget level of performance of 66.82%70.13%. The adjusted efficiency ratio for fiscal 2019,2020, which was calculated by dividing total non-interest expense of $90.1$97.1 million by total income of $130.9$135.9 million, includes in total income $1.2 million in tax equivalent adjustments for tax-free interest income on municipal leases. leases, a $1.5 million adjustment for the loss of net interest income on the nonrecurring sale of 1-4 family loans in December 2019 and excludes $1.3 million from the gain on the sale of these loans. The target efficiency ratio for fiscal 2020 of 70.13% was slightly higher than the target for fiscal 2019 of 69.24%. The fiscal 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 20192020 (a 15%10% weighting in determining the bonusesawards payable to all named executive officers) were $2.59$2.77 billion, which was higher than the threshold and target levels of performance of $2.48$2.67 billion and $2.52$2.71 billion, respectively, but lower than the stretch level of performance of $2.60$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 for 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% |
As noted above, functional team goals had a 20% weighting in determining the bonusaward payable to Mr. Stonestreet and a 25% weighting in determining the bonusesaward payable to each of the other named executive 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 and growth 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 for upcomingand 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 and budgeting, and preparation for the Bank’s core information system conversion. budgeting. In the case of Mr. Caywood, goals achieved included preparation for the successful implementation of aour new core technology and information system, implementingsystems, improving operational maturity, and due diligence on the selection of a new commercial and treasury management internet banking system, and the completion and implementation of a new small business lending platform. loan origination system. In the case of Mr. Houghton,Ms. Labian, goals achieved included implementing a small business banking credit processdeveloping and line of business,retaining high performing team members, enhancing customer service by providing timely responsesthe performance management program, improving internal communications, and optimizing various systems and processes within the human resources function. In addition to credit requests,accomplishing the credit quality performance of the loan portfolio, improving the Bank’s credit culture and successfully managing problem assets. Bonuses forindividual functional team goals performance were paid out at target or less.
The bonus amounts payable for fiscal 2019 todescribed above, the named executive officers provided crucial leadership in navigating the Company through the impacts of the COVID-19 pandemic. This included pivoting to equip 70% of our employees to work safely from home, implementing constantly changing protocols to protect the health and safety of our employees and customers, developing and managing systems to deliver PPP loans to meet borrower needs and implementing processes to work with customers on loan deferrals. The Compensation Committee exercised discretion and took this into account in determining the payout achievement percentages for the functional team goals component of the named executive officers’ incentive awards.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 Incentive Plan Compensation” column.
For fiscal 2020, the targeted incentive award opportunities (as a percentage of base salary) for Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton under the SOC Incentive Program will be: 55%, 40%, 30%, 30% and 30%, respectively. For Mr. Stonestreet, the SOC Incentive Program performance measures and weightings for fiscal 2020 will be as follows: adjusted net income (50% weighting); efficiency ratio (10% weighting); total loans, excluding purchased home equity lines of credit (10% weighting); total non-brokered deposits (10% weighting); and functional team goals (20% weighting). For each of the other named executive officers, the SOC Incentive Program performance measures for fiscal 2020 will be as follows: adjusted net income (45% weighting); efficiency ratio (10% weighting); total loans, excluding purchased home equity lines of credit (10% weighting); total non-brokered deposits (10% weighting); and functional team goals (25% weighting). | | 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. 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. 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’s stock price which may occur after the date the award istheir awards are granted. During fiscal 2019,2020, the named executive officers were 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, 2021,2022, 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 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 Caywood and HoughtonMs. Labian were 5,250, 1,625, 875, 875 and 875, respectively. The following table illustrates the performance/payout structure of the performance-based restricted stock units 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 2019,2020, Messrs. Westbrook, VunCannon, Caywood and HoughtonMs. Labian also were awarded 1,625, 875, 875 and 875 shares of restricted stock respectively, with time-based vesting. These awards are scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. Mr. Stonestreet did not receive a time-based restricted stock award ─ his entire equity award was granted in performance-based restricted stock units as described above. In addition, Mr. Caywood, who was selected The following table shows the number of shares of time-based restricted stock awarded during fiscal 20192020 to succeedMessrs. Westbrook, VunCannon and Caywood and Ms. Labian and the Company’s retiring chief information officer,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 the Company. Simultaneous with that award, Ms. Labian also was granted an option to purchase 15,00020,000 shares of Company common stock at an exercise price of $25.37 (the fair market value per share of $27.51 (the closing price per sharethe common stock on the grant date), vestingwhich is scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. These 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 to 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 applicable tax obligations). Unearned performance shares awarded to executive officers do not qualify for purposes of the 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 next 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 applicable fiscal year (referred to as the “determination date”). If an individual does not meet the guidelines as of the applicable determination date, then until he or she meets the guidelines, he or she must retain 50 percent of his or her vested full value shares of common stock acquired as equity compensation after the determination date and is prohibited from selling shares acquired after the determination date upon exercise of stock options, other than shares sold for the purpose of paying the option exercise price and covering any tax obligation. As of June 30, 2019,2020, all directors and executive officers either satisfied or were progressing toward their minimum levels of ownership, as applicable. Violations of the guidelines by executive officers may result in adjustments to incentive-based compensation, including a requirement to receive incentive compensation in the form of Company common stock or the loss of future equity grants. The Company’s Board of Directors has the discretion to enforce the guidelines on a case-by-case basis, including the development of alternative guidelines to avoid the imposition of a severe hardship upon an individual director or executive officer. Anti-Hedging and Pledging Policy. Our executive officers and directors are subject to a policy that specifically prohibitsprohibits: 1) directly or indirectly engaging in hedging or monetization transactions, through transactions in the Company’s securities or through the use of financial instruments designed for such purpose; 2) engaging in short sale transactions in the Company’s securities; and 3) pledging the Company’s securities as collateral for a loan, including through the use of traditional margin accounts with a broker. Deferred Compensation Plan . Under HomeTrust Bank’s Deferred Compensation Plan, directors and a select group of employees can elect to defer a portion of their cash compensation. Each of the named executive officers other than Mr. Westbrook and Ms. Labian currently participates in this plan. See “—Deferred Compensation Plan.” Executive Medical Care Plan . HomeTrust Bank maintains an Executive Medical Care Plan (the “EMCP”), which is a nonqualified, deferred compensation plan under which certain key employees are given the opportunity to contribute toward, and to receive employer contributions toward, certain health and long-term care benefits, including the payment of health and long-term care plan premiums and the reimbursement of medical expenses. Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the EMCP. For additional information regarding the EMCP and the EMCP benefits of each of the participating named executive officers, see “—Executive Medical Care Plan.” Executive Supplemental Retirement Income Plan (SERP) . Under HomeTrust Bank’s 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 the executive’s joinder agreement, the benefit eligibility date is the first day of the month next following the later of the month in which the executive attains age 55 or separates from service with the Bank (subject to a six-month delay for employees subject to Section 409A of the Internal Revenue Code to the extent necessary to comply with Section 409A) for any reason other than cause. Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the SERP. Both the SERP and the Director Emeritus Plan were established by HomeTrust Bank when it was a mutual institution to compensate senior executives and directors for their service to HomeTrust Bank in recognition of the fact that equity incentive plans are not available to mutual institutions. The Company has fully accrued for the expense associated with the present values of the accumulated benefits under the SERP and the Director Emeritus Plan. For additional information regarding the SERP and the specific terms of the SERP benefits of each of the participating named executive officers, see “—Executive Supplemental Retirement Income Plan.” KSOP . Effective July 1, 2015, the HomeTrust Bank 401(k) plan and the employee stock ownership plan (the “ESOP”) were combined to form the HomeTrust Bank KSOP (the “KSOP”). Participation in the 401(k) component of the KSOP is available to all of our employees who meet minimum eligibility requirements. This plan allows our employees to save money for retirement in a tax-advantaged manner. During fiscal 2019,2020, we matched employee contributions, to the extent allowed under qualified plan limitations, fifty cents on the dollar up to 6% of compensation. Our contributions for fiscal 2020 under the 401(k) component of this plan to the named executive officers are reflected in the Summary Compensation Table under the “All Other Compensation” column.The 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 contributionsEffective 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 under the ESOP component of the KSOP was for fiscalthe plan year ended June 30, 2019, under thisand the next allocation will be for the plan to the named executive officers are reflectedyear ending December 31, 2020. Accordingly, in the Summary Compensation Table, underno ESOP allocations are shown as being earned during the “All Other Compensation” column. fiscal year ended June 30, 2020 by the named executive officers.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 entered into: (i)into amended and restated employment agreements with Messrs. Stonestreet, Westbrook and VunCannon; and (ii) an amended and restatedVunCannon. Effective January 31, 2019, the Company entered into a change in control severance agreement with Mr. Houghton.Ms. Labian. Effective April 1, 2019, the Company entered into a change in control severance agreement with Mr. Caywood. These agreements are intended to be closely aligned with market-based terms and best practices in the executive compensation area. Key changes from the prior agreements with Messrs. Stonestreet, Westbrook, VunCannon and Houghton include a significant reduction in change in control severance benefits, a requirement that the executive execute (and not revoke) a general release of claims before receiving severance benefits, a two-year covenant not to compete following termination of employment and an expansion of the post-termination non-solicitation clause to cover customers in addition to employees.The prior agreements required and the new agreements require a “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’s duties, responsibilities or benefits. For additional information, see “Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton.Ms. Labian.”
Summary Compensation Table The following table sets forth information concerning the compensation paid to or earned by the named executive officers for fiscal years 2020, 2019 2018 and 2017: Name and Principal Position | Fiscal Year | | Salary ($) | | | Bonus ($)(3) | | | Stock Awards ($)(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, | 2019 | | $ | 521,475 | | | $ | --- | | | $ | 144,428 | | | $ | --- | | | $ | 235,668 | | | $ | 120,174 | | | $ | 25,640 | | | $ | 1,047,385 | | Chairman, President and | 2018 | | $ | 505,000 | | | $ | --- | | | $ | 624,000 | | | $ | 863,910 | | | $ | 358,872 | | | $ | 112,497 | | | $ | 25,033 | | | $ | 2,489,312 | | Chief Executive Officer | 2017 | | $ | 483,117 | | | $ | --- | | | $ | --- | | | $ | --- | | | $ | 323,400 | | | $ | 611,266 | | | $ | 50,933 | | | $ | 1,468,716 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | C. Hunter Westbrook | 2019 | | $ | 364,300 | | | $ | --- | | | $ | 89,408 | | | $ | --- | | | $ | 105,346 | | | $ | --- | | | $ | 27,093 | | | $ | 586,147 | | Senior Executive Vice President | 2018 | | $ | 327,813 | | | $ | --- | | | $ | 65,000 | | | $ | 264,800 | | | $ | 160,935 | | | $ | --- | | | $ | 28,397 | | | $ | 846,945 | | and Chief Operating Officer (1) | 2017 | | $ | 305,571 | | | $ | --- | | | $ | 499,000 | | | $ | 155,136 | | | $ | 148,441 | | | $ | --- | | | $ | 24,357 | | | $ | 1,132,505 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tony J. VunCannon, | 2019 | | $ | 248,231 | | | $ | --- | | | $ | 48,143 | | | $ | --- | | | $ | 66,710 | | | $ | 15,906 | | | $ | 20,770 | | | $ | 399,760 | | Executive Vice President, | 2018 | | $ | 238,692 | | | $ | --- | | | $ | 52,000 | | | $ | 165,500 | | | $ | 92,407 | | | $ | 14,922 | | | $ | 22,810 | | | $ | 586,331 | | Chief Financial Officer, Corporate | 2017 | | $ | 229,187 | | | $ | --- | | | $ | --- | | | $ | --- | | | $ | 83,436 | | | $ | 13,269 | | | $ | 25,276 | | | $ | 351,168 | | Secretary and Treasurer | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marty T. Caywood, | 2019 | | $ | 200,000 | | | $ | --- | | | $ | 48,143 | | | $ | 88,200 | | | $ | 59,886 | | | $ | 651 | | | $ | 18,285 | | | $ | 415,165 | | Executive Vice President | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | and Chief Information Officer (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Keith J. Houghton | 2019 | | $ | 231,750 | | | $ | --- | | | $ | 48,143 | | | $ | --- | | | $ | 62,281 | | | $ | 1,520 | | | $ | 20,454 | | | $ | 364,148 | | Executive Vice President and | 2018 | | $ | 222,854 | | | $ | --- | | | $ | 52,000 | | | $ | 165,500 | | | $ | 86,272 | | | $ | 522 | | | $ | 21,611 | | | $ | 548,759 | | Chief Credit Officer | 2017 | | $ | 213,592 | | | $ | --- | | | $ | --- | | | $ | --- | | | $ | 77,910 | | | $ | 53 | | | $ | 22,962 | | | $ | 314,517 | |
2018:Name and Principal Position | | Fiscal Year | | Salary ($) | | Bonus ($)(3) | | Stock Awards ($)(4) | | Option Awards ($)(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. Westbrook’s position was Executive Vice President and Chief Banking Officer. | (2) | No compensation information is provided for Mr. Caywood for fiscal 2018 or 2017Ms. Labian for fiscal 2019 or 2018 because he wasthey were not a named executive officerofficers for those fiscal years. | (3) | BonusRepresents 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 2020, 2019 2018 and 20172018 are reported under the “Non-Equity Incentive Plan Compensation” column. | (4) | Represents the grant date fair values under ASC Topic 718 of stock awards. The assumptions used in the calculations of the grant date fair value amounts are included in Note 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 20192020 filed with the SEC. The number of shares for the stock awards made during fiscal 20192020 to the named executive officers are provided in the Grants of Plan-Based Awards table. The entirety of Mr. Stonestreet’s stock award for fiscal 2019,2020, and a portion of the stock award for fiscal 20192020 to each of the other named executive officers, was in the form of performance-based restricted stock units. The value of the performance-based restricted stock units reflected in the table above is the grant date fair value based on probable outcomes at the date of grant. For each such award, the fair value at grant date reflected in the table above, and the value at grant date assuming the highest level of performance (maximum value), are as follows: |
| Name | | Fair Value at Grant Date | | Maximum Value at Grant Date | | Dana L. Stonestreet | | $144,428 | | $216,641 | | C. Hunter Westbrook | | $44,704 | | $67,056 | | Tony J. VunCannon | | $24,072 | | $36,107 | | Marty T. Caywood | | $24,072 | | $36,107 | | Keith J. Houghton | | $24,072 | | $36,107 |
| 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 |
(5) | 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 Company’s common stock. The assumptions used in the calculations of the grant date fair value amounts are included in NoteNote 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 20192020 filed with the SEC. | (6) | Amounts under this column for fiscal 2020 present the aggregate of (i) the change in the actuarial present value of the named executive officer’s accumulated benefit under the SERP from June 30, 2019 to June 30, 2020, (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) $99,700; (ii) $41,767; and (iii) $18,030; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $0; (ii) $6,425; and (iii) $5,655; Mr. Caywood– (i) $0; (ii) $1,725; and (iii) $0; and Ms. Labian – (i) $0; (ii) $0; and (iii) $0.Amounts under this column for fiscal 2019 present the aggregate of (i) the change in the actuarial present value of 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; and (iii) $0; and Mr. Houghton – (i) $0; (ii) $1,520; and (iii) $0.$651. Amounts under this column for fiscal 2018 present the aggregate of (i) the change in the actuarial present value of the named executive officer’s accumulated benefit under the SERP from June 30, 2017 to June 30, 2018, (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) $90,431; (ii) $10,957; and (iii) $11,109; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; and Mr. VunCannon – (i) $10,283; (ii) $1,685; and (iii) $2,954; and Mr. Houghton – (i) $0; (ii) $522; and (iii) $0. Amounts under this column for fiscal 2017 present the aggregate of (i) the change in the actuarial present value of the named executive officer’s accumulated benefit under the SERP from June 30, 2016 to June 30, 2017, (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) $595,603; (ii) $4,721; and (iii) $10,942; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $9,793; (ii) 726; and (iii) $2,750; and Mr. Houghton – (i) $0; (ii) $53; and (iii) $0.$2,954. | (7) | For Messrs. Stonestreet, Westbrook, VunCannon and Caywood and Houghton,Ms. Labian, amounts under this column for fiscal 2020 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 $9,060; 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; and Mr. Houghton –life insurance premiums paid by HomeTrust Bank of $972; reimbursement for long-term disability insurance premium paid by Mr. Houghton of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $7,291; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $753.$897. For Messrs. Stonestreet, Westbrook, VunCannon and Houghton,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 Bank’s 401(k) plan of $9,000; and value as of June 30, 2018 of ESOP allocation of $13,413; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,503; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $1,110; employer contributions under HomeTrust Bank’s 401(k) plan of $12,371; and value as of June 30, 2018 of ESOP allocation of $13,413; and Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $1,005; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $1,080; employer contributions under HomeTrust Bank’s 401(k) plan of $7,312; and value as of June 30, 2018 of ESOP allocation of $13,413; and Mr. Houghton –life insurance premiums paid by HomeTrust Bank of $950; reimbursement for long-term disability insurance premium paid by Mr. Houghton of $925; employer contributions under HomeTrust Bank’s 401(k) plan of $6,323 and value as of June 30, 2018 of ESOP allocation of $13,413. For Messrs. Stonestreet, Westbrook, VunCannon and Houghton, amounts under this column for fiscal 2017 consist of the following: Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,512; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $1,110; tax-related reimbursements of $28,189; employer contributions under HomeTrust Bank’s 401(k) plan of $6,450; and value as of June 30, 2017 of ESOP allocation of $13,732; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,344; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $1,110; employer contributions under HomeTrust Bank’s 401(k) plan of $8,171; and value as of June 30, 2017 of ESOP allocation of $13,732; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $1,008; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $1,107; employer contributions under HomeTrust Bank’s 401(k) plan of $9,429; and value as of June 30, 2017 of ESOP allocation of $13,732; and Mr. Houghton –life insurance premiums paid by HomeTrust Bank of $1,008; reimbursement for long-term disability insurance premium paid by Mr. Houghton of $1,044; employer contributions under HomeTrust Bank’s 401(k) plan of $7,178 and value as of June 30, 2017 of ESOP allocation of $13,732. |
Grants of Plan-Based Awards | | | | | | | | | All | | | | | | | | | | | | | | | | | | | | Other | | | All | | | | | | | | | | | | | | | | | Stock | | | Other | | | | | | | | | | | | | | | | | Awards: | | | Option | | | | | | Grant | | | | | Estimated Possible Payouts | | | Estimated Future | | | Number | | | Awards: | | | | | | Date | | | | | | | | Payouts | | | of | | | Number | | | | | | Fair | | | | | Under Non-Equity | | | Under Equity | | | Shares | | | of | | | Exercise | | | Value | | | | | Incentive Plan Awards | | | Incentive Plan Awards | | | of | | | Securities | | | Price of | | | of Stock | | | | | | | | | | | | | | | | | | | | | | | Stock or | | | Underlying | | | Option | | | and | |
| Grant | | Threshold | | | Target | | | Maximum | | | Threshold | | | Target | | | Maximum | | | Units | | | Options | | | Awards | | | Option | | Name | Date | | ($)(1) | | | ($)(1) | | | ($)(1) | | | | (#)(2) |
| | | (#)(2) |
| | | (#)(2) |
| | | (#) |
| | | (#) |
| | ($/Sh) | | | Awards | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dana L. Stonestreet | 09/24/18 | | | 144,458 | | | | 288,915 | | | | 433,373 | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | 2,625 | | | | 5,250 | | | | 7,875 | | | | --- | | | | --- | | | | --- | | | $ | 144,428 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | C. Hunter Westbrook | 09/24/18 | | | 74,816 | | | | 149,632 | | | | 224,448 | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | 813 | | | | 1,625 | | | | 2,438 | | | | --- | | | | --- | | | | --- | | | $ | 44,704 | (5) |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,625 | (3) | | | --- | | | | --- | | | $ | 44,704 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tony J. VunCannon | 09/24/18 | | | 37,596 | | | | 75,192 | | | | 112,788 | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | 438 | | | | 875 | | | | 1,313 | | | | --- | | | | --- | | | | --- | | | $ | 24,072 | (5) |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875 | (3) | | | --- | | | | --- | | | $ | 24,072 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marty T. Caywood | 09/24/18 | | | 33,750 | | | | 67,500 | | | | 101,250 | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | 438 | | | | 875 | | | | 1,313 | | | | --- | | | | --- | | | | --- | | | $ | 24,072 | (5) |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875 | (3) | | | --- | | | | --- | | | $ | 24,072 | (5) |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 15,000 | (4) | | $ | 27.51 | | | $ | 88,200 | (5) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Keith J. Houghton | 09/24/18 | | | 35,100 | | | | 70,200 | | | | 105,300 | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | 438 | | | | 875 | | | | 1,313 | | | | --- | | | | --- | | | | --- | | | $ | 24,072 | (5) |
| 02/11/19 | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875 | (3) | | | --- | | | | --- | | | $ | 24,072 | (5) |
| | | | | | | | 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 20192020 under the Company’s SOC Incentive Program. The actual amounts earned under these awards for fiscal year 20192020 are reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. For additional information regarding the SOC Incentive Program, see “Compensation Discussion and Analysis— 20192020 Executive Compensation Program in Detail-Annual Incentives.” |
| (2) | For each named executive officer, represents the threshold (i.e. lowest), target and maximum number of shares issuable under performance-based restricted stock units based on performance over a three-year period. For additional information regarding these awards, see “Compensation Discussion and Analysis— 20192020 Executive Compensation Program in Detail-Omnibus Incentive Plan.” |
| (3) | Represents a restricted stock award with the following vesting schedule: 20% increments on February 11, 2021, 2022, 2023, 2024 and 2025. |
| (4) | Represents a restricted stock award with the following vesting schedule: 20% increments on August 22, 2020, 2021, 2022, 2023 and 2024. |
(4) | (5) | Represents a stock option award with the following vesting schedule: 20% increments on February 11,August 22, 2020, 2021, 2022, 2023 and 2024. |
(5) | (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 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 20192020 filed with the SEC. |
Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton Ms. LabianEffective September 11, 2018, the Company entered into: (i)into amended and restated employment agreements with Messrs. Stonestreet, Westbrook and VunCannon; and (ii) an amended and restatedVunCannon. Effective January 31, 2019, the Company entered into a change in control severance agreement with Mr. Houghton.Ms. Labian. Effective April 1, 2019, the Company entered into a change in control severance agreement with Mr. Caywood. As further described below, the new employment agreements with Messrs. Stonestreet, Westbrook and VunCannon provide for a lower amount of severance payable under certain circumstances as compared to their prior employment agreements and the new 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 Messrs. Stonestreet, Westbrook and VunCannon. The new agreements with Messrs. Stonestreet, Westbrook, VunCannon 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. The new employment agreements with Messrs. Stonestreet and Westbrook each provide for an initial term expiringending on September 11, 2021 and the new employment agreement with Mr. VunCannon, the new change in control severance agreement with Mr. HoughtonMs. Labian and the change in control severance agreement with Mr. Caywood each provide for an initial term expiringthat ended on September 11, 2020. The term of each agreement extends by one year on September 11th of each year (beginning September 11, 2019), provided that the Company has not given written notice to the contrary to the executive within a specified period before such date and provided further that the executive has not received an unsatisfactory performance review by the Board of Directors of the Company or the Bank. Each of the agreements was so extended on September 11, 2019 and 2020. In the case of Mr. Stonestreet, the term of his agreement cannot be automatically extended beyond his 75th birthday, and in the case of Messrs. Westbrook, VunCannon and Caywood and Houghton,Ms. Labian, the terms of their agreements cannot be automatically extended beyond their 65th birthday.
Each new employment agreement provides for a minimum annual base salary of not less than the executive’s current base salary. As undersalary as in effect on the prior employment agreements with Messrs. Stonestreet, Westbrook and VunCannon, 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 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” 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’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’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” includes a material diminution in the executive's duties, responsibilities or benefits. The term “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’s annual bonus paid during the year immediately preceding the date of termination or (ii) the executive’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’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.
The prior employment agreements with Messrs. Stonestreet, Westbrook and VunCannon provided that if the executive were involuntarily terminated within the six months preceding, at the time of or within 12 months following a change in control of the Company, in addition to continuation of cash compensation and other benefits for the remaining term of the agreement, he would be entitled to a lump sum payment of 299% of his “base amount” under Section 280G of the Internal Revenue Code, which is a five-year average of salary, bonuses and all other taxable income (including the vesting of restricted stock and any income realized upon exercise of stock options). This would have resulted in substantially greater change in control severance benefits for the executive than is now provided under the new employment agreements.
The change in control severance payments under the prior employment agreements were subject to cutback to the extent such payments would, or together with other payments would, be nondeductible under Section 280G of the Internal Revenue Code. Under the new employment agreements, the executive will either receive the full amount of these payments or be cut back to the Section 280G threshold, whichever results in a greater after-tax benefit with the executive paying any applicable excise tax.
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’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’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’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 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’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 agreement with Mr. Houghton and the change in control severance agreementagreements with Mr. Caywood providesand Ms. Labian each provide 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, 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. Each agreement further provides that these change in control severance payments are subject to reduction to the extent payments to the executive (whether under the agreement or otherwise) would be nondeductible under Section 280G of the Internal Revenue Code. The term “cash compensation” is defined in the same manner as the new employment agreements.agreements with Messrs. Stonestreet, Westbrook and VunCannon. The Company’s obligation to pay severance or provide benefits under the change in control severance agreements is expressly conditioned upon the executive executing (and not revoking) a general release of claims. Mr. Houghton’s prior change in control severance agreement provided that if he were involuntarily terminated within the six months preceding, at the time or within 12 months after a change in control of the Company, he would be entitled to a lump sum cash payment equal to 200% of the sum of (i) his salary at the annual rate in effect immediately prior to the date of termination and (ii) the average annual amount of his cash bonus and cash incentive compensation, based on the average amounts of such compensation earned by him for the two full fiscal years preceding the date of termination.As under Mr. Houghton’s prior change in control severance agreement, the severance payments under his new change in control severance agreement are subject to reduction to the extent payments to Mr. Houghton (whether under the agreement or otherwise) would be nondeductible under Section 280G of the Internal Revenue Code. Mr. Caywood’s change in control severance agreement operates in the same manner.
Outstanding Equity Awards at June 30, 2019 2020The following table provides information regarding the unexercised stock options and stock awards held by each of the named executive officers as of June 30, 2019. | | 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 | | | | --- | | | | --- | | | | --- | | | | --- | |
| | | 26,100(2 | ) | | | 104,400(2 | ) | | | --- | | | $ | 26.00 | | | 02/11/2028 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 19,200(3 | ) | | $ | 482,688 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 5,250(4 | ) | | $ | 131,985 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | C. Hunter Westbrook | | | 90,000(1 | ) | | | ---(1 | ) | | | --- | | | $ | 14.37 | | | 02/11/2023 | | | | --- | | | | --- | | | | --- | | | | --- | |
| | | 4,000(2 | ) | | | 16,000(2 | ) | | | --- | | | $ | 24.95 | | | 02/11/2027 | | | | --- | | | | --- | | | | --- | | | | --- | |
| | | 8,000(2 | ) | | | 32,000(2 | ) | | | --- | | | $ | 26.00 | | | 02/11/2028 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 16,000(3 | ) | | $ | 402,240 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 2,000(3 | ) | | $ | 50,280 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,625(4 | ) | | $ | 40,853 | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,625(5 | ) | | $ | 40,853 | | | | --- | | | | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Tony J. VunCannon | | | 85,000(6 | ) | | | ---(6 | ) | | | --- | | | $ | 14.37 | | | 02/11/2023 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | 5,000(2 | ) | | | 20,000(2 | ) | | | --- | | | $ | 26.00 | | | 02/11/2028 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,600(3 | ) | | $ | 40,224 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(4 | ) | | $ | 21,998 | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(5 | ) | | $ | 21,998 | | | | --- | | | | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marty T. Caywood | | | 8,000(9 | ) | | | 4,000(9 | ) | | | --- | | | $ | 14.37 | | | 02/11/2023 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | 2,000(2 | ) | | | 8,000(2 | ) | | | --- | | | $ | 26.00 | | | 02/11/2028 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | 15,000(10 | ) | | | --- | | | $ | 27.51 | | | 02/11/2029 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 2,000(11 | ) | | $ | 50,280 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,600(3 | ) | | $ | 40,224 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(4 | ) | | $ | 21,998 | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(5 | ) | | $ | 21,998 | | | | --- | | | | --- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Keith J. Houghton | | | ---(7 | ) | | | 4,000(7 | ) | | | --- | | | $ | 17.35 | | | 02/11/2026 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | 5,000(2 | ) | | | 20,000(2 | ) | | | --- | | | $ | 26.00 | | | 02/11/2028 | | | | --- | | | | --- | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,600(8 | ) | | $ | 40,224 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 1,600(3 | ) | | $ | 40,224 | | | | --- | | | | --- | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(4 | ) | | $ | 21,998 | | | | | --- | | | | --- | | | | --- | | | | --- | | | | --- | | | | 875(5 | ) | | $ | 21,998 | | | | --- | | | | --- | |
___________________
2020. | | 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. |
| (4) | 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, 2021. For additional information regarding these awards, see “Compensation Discussion and Analysis—20192020 Executive Compensation Program in Detail-Omnibus Incentive Plan.” |
| (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 February 11, 2020, 2021, 2022, 2023 and 2024. |
(6) | (7) | 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 and 20182018. |
(7) | Remaining unexercised portion of stock option award with the following vesting schedule: 20% increments on February 11, 2017, 2018, 2019, 2020 and 2021. | (8) | Restricted stock award with the following vesting schedule: 20% increments on February 11, 2017, 2018, 2019, 2020 and 2021. | (9) | Remaining unexercised portion of stock option award which vested or will vest 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 which vested or will vest as to 500 shareswith the following vesting schedule: 20% increments on February 11, 2014, 500 shares on February 11, 2015, 1,000 shares on February 11, 2016, 2,000 shares on February 11, 2017, 2,000 shares on February 11, 2018, 2,000 shares on February 11, 2019August 22, 2020, 2021, 2022, 2023 and 2,000 shares on February 11, 2020.2024. |
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, 20192020 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 | | | --- | | | $ | --- | | | | 4,800 | | | $ | 132,048 | | C. Hunter Westbrook | | | --- | | | $ | --- | | | | 4,500 | | | $ | 123,795 | | Tony J. VunCannon | | | 5,000 | | | $ | 56,450 | | | | 400 | | | $ | 11,004 | | Marty T. Caywood | | | 2,000 | | | $ | 24,260 | | | | 2,400 | | | $ | 66,024 | | Keith J. Houghton | | | 4,000 | | | $ | 32,338 | | | | 1,200 | | | $ | 33,012 | |
| | 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’s account balance is credited with earnings based on the value of the participant’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’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’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. | | | | | | | | Aggregate | | | | | | | | | | Executive | | | Registrant | | | Earnings | | | Aggregate | | | Aggregate | | | | Contributions | | | Contributions | | | in Last | | | Withdrawals/ | | | Balance | | Name | | in Last FY | | | in Last FY(2) | | | FY(3) | | | Distributions(4) | | | at Last FYE(5) | | | | | | | | | | | | | | | | | | Dana L. Stonestreet | | $ | --- | | | $ | --- | | | $ | 86,638 | | | $ | --- | | | $ | 2,050,432 | | Tony J. VunCannon | | $ | --- | | | $ | --- | | | $ | 13,327 | | | $ | --- | | | $ | 315,400 | | Marty T. Caywood | | $ | --- | | | $ | --- | | | $ | 3,579 | | | $ | --- | | | $ | 84,694 | | Keith J. Houghton | | $ | 75,000(1 | ) | | $ | --- | | | $ | 8,114 | | | $ | --- | | | $ | 222,261 | |
| | | | | | 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 | |
_______________ (1) | Reported as compensation for fiscal 2019 in the Summary Compensation Table under the “Salary” column. During fiscal 2019, Mr. Houghton was the only participating named executive officer who made contributions under the Deferred Compensation Plan. | (2)(1) | During fiscal 2019,2020, no employer contributions were made under the Deferred Compensation Plan to the participating named executive officers. |
(3) | (2) | Of the amounts shown, $15,760, $2,424, $651$41,767, $6,425, and $1,520$1,725 constitute above market interest under SEC rules and were therefore reported as compensation earned by Messrs. Stonestreet, VunCannon, Caywood and HoughtonCaywood for fiscal 20192020 in the Summary Compensation Table under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column. |
| (3) | During fiscal 2019,2020, there were no withdrawals from the Deferred Compensation Plan by, or distributions under the Deferred Compensation Plan to, the participating named executive officers. |
(5) | (4) | Of the aggregate balances shown, $87,455, $22,442, $0$103,215, $24,866 and $135,575,$651, were reported as compensation earned by Messrs. Stonestreet, VunCannon Caywood and HoughtonCaywood in the Company’s Summary Compensation Table for fiscal 20182019 and for prior years. |
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 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 commencement date,” a participant’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’s account balance. At the end of each plan year, each participant’s account is credited with a 5% adjustment, based on the average balance of the account during the plan year. The “benefit commencement 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’s termination of employment after age 65, unless the participant, having attained age 65, requests that his benefits commence sooner, (b) if the participant’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’s death before age 65, the first day of the month next following the date of the participant’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 who currently participate in the EMCP, and they are fully vested in their accounts. The following table provides information regarding the EMCP for Messrs. Stonestreet and VunCannon. | | 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 | | $ | --- | | | $ | --- | | | $ | 32,427 | | | $ | 14,461 | | | $ | 675,479 | | Tony J. VunCannon | | $ | 15,000 | (1) | | $ | --- | | | $ | 9,200 | | | $ | 5,414 | | | $ | 196,808 | |
| | 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 20192020 in the Summary Compensation Table under the “Salary” column. During fiscal 2019,2020, Mr. VunCannon was the only participating named executive officer who made contributions under the EMCP. |
| (2) | During fiscal 2019,2020, no employer contributions were made under the EMCP to the participating named executive officers. |
| (3) | Of the amounts shown, $9,462$18,030 and $2,685$5,655 constitute above market interest under SEC rules and were therefore reported as compensation earned by Messrs. Stonestreet and VunCannon for fiscal 20192020 in the Summary Compensation Table under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column. |
| (4) | Of the aggregate balances shown, $77,962$87,424 and $125,231$142,916 were reported as compensation earned by Messrs. Stonestreet and VunCannon in the Company’s Summary Compensation Table for fiscal 20182019 and for prior years. |
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 the executive’s joinder agreement, the benefit eligibility date is the first day of the month next following the later of the month in which the executive attains age 55 or separates from service with HomeTrust Bank (subject to a six-month delay for employees subject to Section 409A of the Internal Revenue Code to the extent necessary to comply with Section 409A) for any reason other than cause. Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the SERP. The specific terms of the SERP benefits of each of the participating named executive officers, the present values of their respective accumulated benefits and any payments under the SERP to the participating named executive officers during the last fiscal year are described below. Solely for purposes of calculating the present values of such accumulated benefits,
it was assumed that Messrs. Stonestreet and VunCannon will retire in fiscal 2021, in each case using a discount rate of 5%. These assumptions are the same as those used in preparing the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019.2020.Mr. Stonestreet. Under his joinder agreement, Mr. Stonestreet’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 Retirement 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 Retirement Benefit”). Mr. Stonestreet is fully vested in both his Main Retirement Benefit and his Additional Retirement Benefit. Mr. VunCannon . Under his joinder agreement, Mr. VunCannon’s supplemental retirement income benefit is comprised of a 15-year annual benefit of $25,000, payable monthly. Mr. VunCannon is fully vested in his supplemental retirement income benefit. The following table provides information regarding the SERP for each participating named executive officer. Name | | Plan Name | | Number of Years Credited Service (#) | | | Present Value of Accumulated Benefit ($) | | | Payments During Last Fiscal Year ($) | | | | | | | | | | | | | | Dana L. Stonestreet | | SERP | | | n/a | | | $ | 5,399,489 | | | $ | --- | | Tony J. VunCannon | | SERP | | | n/a | | | $ | 253,313 | | | | --- | |
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, 20192020 under the circumstances shown. See “--Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton.Ms. Labian.” The tables exclude (i) amounts accrued through June 30, 20192020 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, and (ii) account balances under HomeTrust Bank’s 401(k) plan, Deferred Compensation Plan, EMCP and SERP. Each of Messrs. Stonestreet, VunCannon Caywood 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. Mr. Westbrook isand Ms. Labian are the only named executive officerofficers who does not currently participate in the Deferred Compensation Plan, and Messrs. Stonestreet and VunCannon are the only named executive officers who participate in the EMCP and the SERP. If Mr. Stonestreet or Mr. VunCannon is terminated for cause, he will forfeit all benefits under the SERP and will generally forfeit the right to receive any further benefits under the EMCP that are not attributable to compensation he previously deferred. For information regarding the benefits of Messrs. Stonestreet, VunCannon and Caywood and HoughtonMs. 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” and “—Executive Supplemental Retirement Income Plan.”
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 | | $ | --- | | | $ | 44,449 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | | $ | --- | | | $ | 44,449 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | | $ | 2,522,669 | (1) | | $ | 44,449 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | | $ | --- | | | $ | 44,449 | (7) | | $ | --- | | | $ | 614,673 | (2) | | $ | 2,522,669 | (3) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | | $ | 204,276 | (4) | | $ | 44,449 | (7) | | $ | 900,000 | | | $ | 614,673 | (2) | | $ | --- | | | | | | | | | | | | | �� | | | | | | | | | | If termination occurs as a result of death within six months before, or 12 months after, a change in control | | $ | --- | | | $ | 44,449 | (7) | | $ | 900,000 | | | $ | 614,673 | (2) | | $ | 2,522,669 | (5) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability, not during the one year period following a change in control | | $ | 1,876,966 | (6) | | $ | 44,449 | (7) | | $ | --- | | | $ | 614,673 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability during the one year period following a change in control | | $ | --- | (8) | | $ | 44,449 | (7) | | $ | --- | | | $ | 614,673 | (2) | | $ | 2,522,669 | (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 “cash compensation” (payable monthly) and health and other insurance benefits under Mr. Stonestreet’s employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton,Ms. Labian,” for the remaining term of Mr. Stonestreet’s employment agreement, assuming that Mr. Stonestreet’s employment is, on June 30, 2019,2020, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. Stonestreet’s employment agreement is not renewed and ends on June 30, 2022.2023. For purposes of the above table, Mr. Stonestreet’s annual “cash compensation” is calculated as $817,104,$831,128, and the annual amount of his health and other insurance benefits is calculated at $23,785.$23,310. | (2) | Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 20192020 of $25.14$16.00 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. Stonestreet’s unvested stock options because none of such options were in-the-money as of June 30, 2019.2020. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | (3) | Represents the amount payable to Mr. Stonestreet under his employment agreement in the event his employment is “involuntarily terminated” at the time of or within 12 months following a change in control. | (4) | Represents continued payment of Mr. Stonestreet’s “cash compensation” for a period of three months following his death, as provided in his employment agreement. The amount shown is 25% of his “cash compensation” ($817,104)831,128). | (5) | Represents the amount payable under Mr. Stonestreet’s employment agreement to his estate or designated beneficiary in the event that during the six months before, or 12 months after, a change in control, his employment terminates due to death. | (6) | Represents continued payment of Mr. Stonestreet’s “cash compensation” for the remaining term of his employment agreement, assuming that Mr. Stonestreet’s employment is terminated by HomeTrust Bancshares on June 30, 20192020 after having established that he is permanently disabled and that the then-remaining term of Mr. Stonestreet’s employment agreement is not renewed and ends on June 30, 20222023 ($817,104831,128 per year), less the payout amount of his unused time off allocated for the 20192020 calendar year (annualized at $34,347)$59,177) and less the proceeds of the disability insurance policy maintained for him by HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. Stonestreet’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares. | (7) | Represents annualized unused paid time off accrued for the 20192020 calendar year through June 30, 2019,2020, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | (8) | Under his employment agreement, if Mr. Stonestreet’s employment terminates due to permanent disability during the one-year period following a change in control, Mr. Stonestreet is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control. |
Termination Scenario | | Total Compensation and Health and Other Insurance Benefits Continuation ($) | | | 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 | | $ | --- | | | $ | 50,357 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | | $ | --- | | | $ | 50,357 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | | $ | 1,658,242 | (1) | | $ | 50,357 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | | $ | --- | | | $ | 50,357 | (7) | | $ | --- | | | $ | 537,265 | (2) | | $ | 1,658,242 | (3) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | | $ | 131,302 | (4) | | $ | 50,357 | (7) | | $ | 800,000 | | | $ | 537,265 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of death within six months before, or 12 months after, a change in control | | $ | --- | | | $ | 50,357 | (7) | | $ | 800,000 | | | $ | 537,265 | (2) | | $ | 1,658,242 | (5) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability, not during the one year period following a change in control | | $ | 992,462 | (6) | | $ | 50,357 | (7) | | $ | --- | | | $ | 537,265 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability during the one year period following a change in control | | $ | --- | (8) | | $ | 50,357 | (7) | | $ | --- | | | $ | 537,265 | (2) | | $ | 1,658,242 | (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 “cash compensation” (payable monthly) and health and other insurance benefits under Mr. Westbrook’s employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton,Ms. Labian,” for the remaining term of Mr. Westbrook’s employment agreement, assuming that Mr. Westbrook’s employment is, on June 30, 2019,2020, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. Westbrook’s employment agreement is not renewed and ends on June 30, 2022.2023. For purposes of the above table, Mr. Westbrook’s annual “cash compensation” is calculated as $525,208,$537,821, and the annual amount of his health and other insurance benefits is calculated at $27,539.$26,203. | (2) | Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $24.95 with respect to 16,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 20192020 of $25.14$16.00 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. Westbrook’s unvested stock options because none of such options were in-the-money as of June 30, 2020. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | (3) | Represents the amount payable to Mr. Westbrook under his employment agreement in the event his employment is “involuntarily terminated” at the time of or within 12 months following a change in control. | (4) | Represents continued payment of Mr. Westbrook’s “cash compensation” for a period of three months following his death, as provided in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($525,208)537,821). | (5) | Represents the amount payable under Mr. Westbrook’s employment agreement to his estate or designated beneficiary in the event that during the six months before, or 12 months after, a change in control, his employment terminates due to death. | (6) | Represents the continuation of Mr. Westbrook’s “cash compensation” for the remaining term of his employment agreement, assuming that Mr. Westbrook’s employment is terminated by HomeTrust Bancshares on June 30, 20192020 after having established that he is permanently disabled and that the then-remaining term of Mr. Westbrook’s employment agreement is not renewed and ends on June 30, 20222023 ($525,208537,821 per year), less the payout amount of his unused time off allocated for the 20192020 calendar year (annualized at $43,163)$43,595) and less the proceeds of the disability insurance policy maintained for him by HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. Westbrook’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares. | (7) | Represents annualized unused paid time off accrued for the 20192020 calendar year through June 30, 2019,2020, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | (8) | Under his employment agreement, if Mr. Westbrook’s employment terminates due to disability during the one-year period following a change in control, Mr. Westbrook is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control. |
Termination Scenario | | Total Compensation and Health and Other Insurance Benefits Continuation ($) | | | 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 | | $ | --- | | | $ | 31,812 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | | $ | --- | | | $ | 31,812 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | | $ | 700,325 | (1) | | $ | 31,812 | (7) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | | $ | --- | | | $ | 31,812 | (7) | | $ | --- | | | $ | 84,219 | (2) | | $ | 1,050,488 | (3) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | | $ | 82,022 | (4) | | $ | 31,812 | (7) | | $ | 600,000 | | | $ | 84,219 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of death within six months before, or 12 months after, a change in control | | $ | --- | | | $ | 31,812 | (7) | | $ | 600,000 | | | $ | 84,219 | (2) | | $ | 1,050,488 | (5) | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability, not during the one year period following a change in control | | $ | 269,183 | (6) | | $ | 31,812 | (7) | | $ | --- | | | $ | 84,219 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability during the one year period following a change in control | | $ | --- | (8) | | $ | 31,812 | (7) | | $ | --- | | | $ | 84,219 | (2) | | $ | 1,050,488 | (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 “cash compensation” (payable monthly) and health and other insurance benefits under Mr. VunCannon’s employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs.Mr. Caywood and Houghton,Ms. Labian,” for the remaining term of Mr. VunCannon’s employment agreement, assuming that Mr. VunCannon’s employment is, on June 30, 2019,2020, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. VunCannon’s employment agreement is not renewed and ends on June 30, 2021.2022. For purposes of the above table, Mr. VunCannon’s annual “cash compensation” is calculated as $328,088,$337,959, and the annual amount of his health and other insurance benefits is calculated at $22,075.$21,081. | (2) | Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 20192020 of $25.14$16.00 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. VunCannon’s unvested stock options because none of such options were in-the-money as of June 30, 2019.2020. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | (3) | Represents the amount payable to Mr. VunCannon under his employment agreement in the event his employment is “involuntarily terminated” at the time of or within 12 months following a change in control. | (4) | Represents continued payment of Mr. VunCannon’s “cash compensation” for a period of three months following his death, as provided in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($328,088)337,959). | (5) | Represents the amount payable under Mr. VunCannon’s employment agreement to his estate or designated beneficiary in the event that during the six months before, or 12 months after, a change in control, his employment terminates due to death. | (6) | Represents the continuation of Mr. VunCannon’s “cash compensation” for the remaining term of his employment agreement, assuming that Mr. VunCannon’s employment is terminated by HomeTrust Bancshares on June 30, 20192020 after having established that he is permanently disabled and that the then-remaining term of Mr. VunCannon’s employment agreement is not renewed and ends on June 30, 20212022 ($328,088337,959 per year), less the payout amount of his unused time off allocated for the 20192020 calendar year (annualized at $26,992)$26,809) and less the proceeds of the disability insurance policy maintained for him by HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. VunCannon’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares. | (7) | Represents annualized unused paid time off accrued for the 20192020 calendar year through June 30, 2019,2020, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | (8) | Under his employment agreement, if Mr. VunCannon’s employment terminates due to disability during the one-year period following a change in control, Mr. VunCannon is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control. |
Termination Scenario | | Payout of Unused Paid Time Off ($) | | | 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 | | $ | 22,067 | (1) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | If involuntary termination occurs | | $ | 22,067 | (1) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | If a change in control occurs | | $ | --- | | | $ | --- | | | $ | 177,579 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Change in Control
Severance Agreement occurs at the time of or within 12 months following a change in control | | $ | 22,067 | (1) | | $ | --- | | | $ | 177,579 | (2) | | $ | 627,805 | (3) | | | | | | | | | | | | | | | | | | If termination occurs as a result of death | | $ | 22,067 | (1) | | $ | 500,000 | | | $ | 177,579 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability | | $ | 22,067 | (1) | | $ | --- | | | $ | 177,579 | (2) | | $ | --- | |
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 annualized unused paid time off accrued for the 20192020 calendar year through June 30, 2019,2020, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | (2) | Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $14.37 with respect to 4,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 20192020 of $25.14$16.00 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. Caywood’s unvested stock options because none of such options were in-the-money as of June 30, 2020. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | (3) | Represents the amount payable to Mr. Caywood under his change in control severance agreement in the event that his employment is “involuntarily terminated” at the time of or 12 months following a change in control. |
Termination Scenario | | Payout of Unused Paid Time Off ($) | | | 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 | | $ | 25,200 | (1) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | If involuntary termination occurs | | $ | 25,200 | (1) | | $ | --- | | | $ | --- | | | $ | --- | | | | | | | | | | | | | | | | | | | If a change in control occurs | | $ | --- | | | $ | --- | | | $ | 115,379 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | | $ | 25,200 | (1) | | $ | --- | | | $ | 115,379 | (2) | | $ | 647,096 | (3) | | | | | | | | | | | | | | | | | | If termination occurs as a result of death | | $ | 25,200 | (1) | | $ | 600,000 | | | $ | 115,379 | (2) | | $ | --- | | | | | | | | | | | | | | | | | | | If termination occurs as a result of disability | | $ | 25,200 | (1) | | $ | --- | | | $ | 115,379 | (2) | | $ | --- | |
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) | | $ | — | |
________________ (1) | Represents annualized unused paid time off accrued for the 20192020 calendar year through June 30, 2019,2020, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | (2) | Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $17.35 with respect to 4,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 20192020 of $25.14$16.00 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Ms. Labian’s unvested stock options because none of such options were in-the-money as of June 30, 2020. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | (3) | Represents the amount payable to Mr. HoughtonMs. Labian under hisher change in control severance agreement in the event that hisher employment is “involuntarily terminated” at the time of or 12 months following a change in control. |
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) Robert G. Dinsmore, Jr.
John A. Switzer
Rebekah M. Lowe Richard T. Williams CEO Pay Ratio As required by the Dodd-Frank Act and the SEC’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’s rules. For the fiscal year ended June 30, 2019,2020, our last completed fiscal year: the annual total compensation of our median employee was $59,522;
the annual total compensation of our CEO was $1,056,814; and
the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 17.8 to 1.
| · | the annual total compensation of our median employee was $60,010; |
| · | the annual total compensation of our CEO was $1,050,884; and |
| · | the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 17.5 to 1. |
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. The 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 fiscal 20192020 for thethis 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” 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 $9,230$8,022 and $9,429,$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’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.
TRANSACTIONS WITH RELATED PERSONS Review and Approval of Related Party Transactions. Under a written policy adopted by the Company’s Board of Directors, the Board’s Audit Committee is responsible for the review, approval or ratification of all “related party transactions” (defined as transactions requiring disclosure under Item 404(a) of SEC Regulation S-K). Under the policy, each “related person” (defined as any director, any officer for purposes of Section 16 of the Securities Exchange Act of 1934, any nominee for election as a director, any person beneficially owning in excess of five percent of any class of the Company’s voting securities and any immediate family member of any such person) must promptly notify the Chief Human Resources Officer of any material interest that the related person has, had or may have in a related party transaction, including a description of the transaction and the aggregate dollar amount involved. The Chief Human Resources Officer must thereafter promptly notify the Chair of the Audit Committee of the same. In 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’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’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’s or its subsidiary’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’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’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. Biesecker’s supplemental retirement income benefit is comprised of the following: (1) a 20-year annual benefit, payable monthly, of $150,000; and (2) a separate, additional 20-year retirement benefit, payable monthly, in the initial annual amount of $30,000 subject to an annual increase of 5% per year commencing with the second year of the payout period. Mr. Biesecker first became a participant in the SERP during fiscal 2010. Mr. Biesecker has an additional retirement benefit under a Supplemental Income Agreement that he originally entered into with Industrial Federal Bank in 1996, which HomeTrust Bank assumed in connection with its acquisition of Industrial Federal Bank in fiscal 2010. The actuarial present values of Mr. Biesecker’s accumulated benefits under the SERP and the Supplemental Income Agreement decreased by $66,808$70,148 and $7,796,$8,186, respectively, from June 30, 20182019 to June 30, 2019.2020. During fiscal 2019,2020, Mr. Biesecker received payments of SERP benefits totaling $150,000 and payments under the Supplemental Income Agreement of $14,400. In addition, during fiscal 2019,2020, Mr. Biesecker received above-market interest on amounts deferred under the EMCP of $5,500.$10,591.
Peggy C. Melville. Former Director Peggy C. Melville retired as an employee of HomeTrust Bank in 2008. Ms. Melville is a participant in the SERP. Under her joinder agreement to the SERP, Ms. Melville’s supplemental retirement income benefit is comprised of a 20-year annual benefit, payable monthly, of $172,650. During fiscal 2019, Ms. Melville received payments under the SERP totaling $172,650. The actuarial present value of Ms. Melville’s accumulated benefit under the SERP decreased by $105,279 from June 30, 2018 to June 30, 2019. During fiscal 2019, Ms. Melville also received payments under her Retirement Payment Agreement of $1,190, which related to salary she waived while an employee of HomeTrust Bank. The actuarial present value of her remaining accumulated benefits under her Retirement Payment Agreement decreased by $1,190 from June 30, 2018 to June 30, 2019. In addition, during fiscal 2019, Ms. Melville received above-market interest of $9,128 and $4,215 on amounts deferred under the EMCP and Deferred Compensation Plan, respectively, while an employee.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE REPORTSSection 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’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. The Company believes that, based solely on a review of these reports, as filed electronically with the copies of such reports furnished to itSEC, and written representations from the Company’s directors and executive officers that no other reports were required to be filed by them during or with respect to the fiscal year ended June 30, 2019,2020, all Section 16(a) filing requirements applicable to its directors, executive officers directors and greater than 10% beneficial owners were complied with during or with respect to fiscal year 2019,2020, except for the inadvertent failure by each of Michelle Gethers-Clark, John A.Mr. Switzer and Susan E. Tannehill to timely file a Form 3 upon becoming an advisory director and the inadvertent failure by Paula C. Labian to file a Form 3 upon becoming an executive officer. 4 for one transaction.REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The information contained in this report shall not be deemed to be “soliciting material” or to be “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’s independent registered public accounting firm is responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to the financial 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, 20192020 with management. The Audit Committee has discussed with Dixon Hughes Goodman LLP, the Company’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’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’s review and discussions noted above, the Audit Committee recommended to the HomeTrust Bancshares Inc. Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019,2020, 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. Robert G. Dinsmore, Jr. (Chairman) | Laura C. Kendall (Chair) | Craig C. Koontz | F.K. McFarland III | John A. Switzer | Richard T. Williams | |
PROPOSAL II. ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION Beginning with our last annual meeting of stockholders (heldheld in November 2018 (following our fiscal year ended June 30, 2018), we have been required, 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, and 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 on pay frequency vote”), with stockholders having the choice of every year, every two years or every three years. We held had a say on pay frequency vote at our last 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 our annual meeting proxy materials every year until the next required say on pay frequency vote is held (following our fiscal year ending June 30, 2024). The say on pay proposal at the annual meeting gives stockholders the opportunity to endorse or not endorse the compensation of the Company’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’s named executive officers, as disclosed in the Company’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’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 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS The Audit Committee of the Company’s Board of Directors has renewed the Company’s arrangement for Dixon Hughes Goodman LLP to be the Company’s independent auditors for the fiscal year ending June 30, 2020,2021, subject to the ratification of that appointment by the Company’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, 20192020 and 2018,2019, 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 Company’s Quarterly Reports on Form 10-Q: $357,782 - fiscal 2020; and $315,927 - fiscal 2019; $326,542 - fiscal 2018.2019. |
| (b) | Audit Related Fees: Aggregate fees billed for professional services rendered during both fiscal years for the audits of HomeTrust Bank’s KSOP: $40,950 - fiscal 2020; and $25,600 - fiscal 2019; $34,050 - fiscal 2018.2019. | | (c) | Tax Fees: Aggregate fees billed for professional services rendered during both fiscal years related to tax compliance and tax return preparation: $75,324 - fiscal 2020; and $51,545 - fiscal 2019; $35,051- fiscal 2018.2019. | | (d) | All other fees: Aggregate fees billed for specific professional services rendered during both fiscal years as requested by the Audit Committee for inquiries into certain business functions of the Company:Other Fees: $0 - fiscal 2019; $168,0822020; and $0 - fiscal 2018.2019. |
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’s rules and regulations. The Company’s Board of Directors unanimously recommends that stockholders vote FOR the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.2021. STOCKHOLDER PROPOSALS In order to be eligible for inclusion in the Company’s proxy materials for the Company’s next annual meeting of stockholders, any stockholder proposal to take action at the meeting must be received at the Company’s executive office at 10 Woodfin Street, Asheville, North Carolina no later than June 9, 2020.7, 2021. All stockholder proposals submitted for inclusion in the Company’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’s proxy materials), the Company’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’s proxy materials for its next annual meeting of stockholders, the Company’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’s proxy materials for the meeting. In order to be eligible for presentation at the Company’s next annual meeting of stockholders, written notice of a stockholder proposal containing the information specified in Article I, Section 6 of the Company’s bylaws must be received by the Secretary of the Company not earlier than the close of business on July 21, 202019, 2021 and not later than the close of business on August 20, 2020.18, 2021. If, however, the date of the next annual meeting is before October 29, 202027, 2021 or after January 17, 2021,15, 2022, the notice of the stockholder proposal must instead be received by the Company’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. 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. 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. 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 Proposals — The Board of Directors recommends a vote “FOR” the nominees in Proposal 1, a vote “FOR” Proposal 2 and a vote “FOR” Proposal 3. For Withhold For Withhold For Withhold + 1. Election of Directors:* 01 - Robert E. James, Jr. 02 - Craig C. Koontz 03 - F. K. McFarland, III *The election of three directors, each for a term of three years. 2. An advisory (non-binding) vote on executive compensation (commonly referred to as a “say on pay vote”). For Against Abstain 3. The ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2021. For Against Abstain B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 03BKVB 3 2 C V + Important notice regarding the Internet availability of proxy materials for the HOMETRUST BANCSHARES, INC. 2020 Annual Meeting of Stockholders. The Proxy Statement and the 2020 Annual Report to Stockholders are available at: http://www.envisionreports.com/HTBI Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/HTBI q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY — HOMETRUST BANCSHARES, INC. + ANNUAL MEETING OF STOCKHOLDERS NOVEMBER 16, 2020 10:00 a.m. This proxy is solicited on behalf of the Board of Directors The undersigned hereby revokes all proxies previously given with respect to all shares of common stock, $.01 par value per share, of HomeTrust Bancshares, Inc. (the “Company”) which the undersigned is entitled to vote at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”), to be held at the Renaissance Hotel, 31 Woodfin Street, Asheville, North Carolina, on November 16, 2020, at 10:00 a.m., local time, and appoints the members of the Board of Directors of the Company, with full power of substitution, to act as proxies for the undersigned for the purpose of voting such stock at the Annual Meeting, and at any and all adjournments or postponements thereof, as fully and with the same effect as the undersigned might or could do if personally present, as indicated on the reverse side. This proxy may be revoked in the manner described in the Company’s proxy statement for the Annual Meeting. The undersigned acknowledges receipt from the Company, prior to the execution of this proxy, of the Notice of Annual Meeting, proxy statement and Annual Report for the fiscal year ended June 30, 2020. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1, FOR PROPOSAL 2 AND FOR PROPOSAL 3. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS (Continued, and to be marked, dated and signed, on the other side) C Non-Voting Items Change of Address — Please print new address below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +
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