The following table sets forth, as of September 16, 2022,March 20, 2024, certain information as to the shares of common stock beneficially owned by our current directors, director nominees and named executive officers and by all current directors, direct and executive officers as a group. The address of each person in the table is: c/o HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.

PROPOSAL I
I. ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of ten members.nine members but will be increased to 11 members assuming the election of all nominees named below and following the retirement of F.K. McFarland, III as a director effective at the completion of the annual meeting. Approximately one-third of the Company’s directors are normally elected annually. Directors of the Company generally are elected to serve for a three-year term or until their respective successors are elected and qualified.

The following table sets forth certain information regarding the composition of the Company’s Board of Directors, including each director’s term of office. The Board of Directors, acting on the recommendation of the Governance and Nominating Committee, has recommended and approved the nominations of LauraJesse J. Cureton, Jr., Bonnie V. Hancock, Dwight L. Jacobs, John A. Switzer, C. Kendall, Rebekah M. LoweHunter Westbrook and Dana L. Stonestreet. Mses. KendallRichard T. Williams. Ms. Hancock and LoweMessrs. Switzer, Westbrook and Williams have each been nominated for a three-year term to expire at the annual meeting of stockholders to be held in calendar year 2025. Mr. Stonestreet has2027. Messrs. Cureton and Jacobs have each been nominated for a one-yeartwo-year term to expire at the annual meeting of stockholders to be held in calendar year 2023, at which time it is expected he will retire as a director, as contemplated by his amended and restated employment and transition agreement with the Company. See “Executive Compensation--Employment and Transition Agreement with Mr. Stonestreet, Employment Agreements with Messrs. Westbrook and VunCannon and Change in Control Severance Agreements with Mr. DeMarcus and Ms. Powell.” 2026.

It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting FOR the election of these director nominees. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend, acting on the recommendations of the Governance and Nominating Committee. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

(1)  As of December 31, 2023. 

(2)  Includes service as a director of the Bank.

Mandatory Director Retirement Bylaw Provision

Section 12(a) of Article II Section 12 of the Company’s bylaws provides generally that a person who is 72 years of age or older shall not be eligible for election, re-election, appointment or re-appointment to the Company’s Board of Directors and shall also not be eligible to continue to serve as a director beyond the annual meeting of stockholders of the Company immediately following the director becoming 72 years of age.

Section 12(b) of Article II Section 12 grants the Board discretion to exempt a director who (a)(i) was a director of the Company on June 30, 2016 and (b)(ii) is between 72 and 74 years of age, from mandatory retirement until the Company’s next annual meeting of stockholders. This discretion may be exercised by the Board only if it finds that the exemption is in the best interest of the Company based on the qualifications considered in the selection of directors.

Section 12(c) of Article II provides that Section 12(a) does not apply to the initial term of Dr. Neel as a director of the Company, as contemplated by and subject to the provisions of Section 6.11 of the Agreement and Plan of Merger, dated as of July 24, 2022 (the “Quantum Merger Agreement”), by and between the Company and Quantum Capital Corp. (“Quantum”), pursuant to which Quantum merged with and into the Company effective February 12, 2023. Section 12(c) further provides that if, following the end of Dr. Neel’s initial term as a director of the Company, (i) Dr. Neel and Infinity Trust own five percent or more of the outstanding shares of the Company’s common stock and (ii) Dr. Neel is in good standing as a director of the Company and desires to continue serving as a director of the Company, then subject to any legal or bank regulatory requirements, he may be nominated by the Board for election by the Company’s stockholders for up to two additional one-year terms, as contemplated by Section 6.11(a) of the Quantum Merger Agreement.

Board Diversity and Refreshment

SixAssuming the election of our ten directors - representing a majority ofall nominees at the annual meeting, the Board - are individuals who became directors of the Company within the past six years. Of these six newer directors:will include:

Our Board has been greatly enhanced by the fresh and diverse perspectives of thesenew directors.

On August 6, 2021, the SEC approved amendments to the Listing Rules of the NASDAQ Stock Market (“NASDAQ”) related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, (1) to have at least one director who self-identifies as female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+.

Although we are not required to fully comply with the Diverse Board Representation Rule until 2025, we believe we presently meet the requirements of that rule based on the self-identified characteristics of the current members of our Board of Directors. We were not required to comply with the Board Diversity Disclosure Rule until the date we filed our proxy statement for this year’s annual meeting of stockholders, but we elected to provideThe following matrix contains the statistical information required by the Board Diversity Disclosure Rule in last year’s annual meeting proxy statement. That information, which has not changed since last year’s disclosure, is provided inwith respect to the matrix below.current members of our Board of Directors.

Business Experience and Qualifications of Our Directors

The business experience of each of our directors and director nominees, other than Mr. McFarland (whose term as a director will not continue after the annual meeting due to his retirement from the Board), for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each directorsuch individual that further supports his or her service as a director are set forth below. Unless otherwise indicated, each directorsuch individual has held his or her current occupation and employment position for the past five years.

Laura C. Kendall. Jesse J. Cureton, Jr.Ms.Kendall Mr. Cureton is the former Executive Vice President and Chief Consumer Officer for Novant Health, a three-state integrated healthcare network of physician clinics, outpatient centers and hospitals with more than $7 billion in revenue and 35,000 employees. A leader in building innovative consumer and employee experiences in highly regulated industries, he was responsible for Novant Health’s customer interests, including marketing, public relations, community engagement and Novant Health’s regional foundations. Joining Novant Health in 2013, he led Novant Health’s system-wide rebrand that successfully unified the organization through a culture of wellness and consumer engagement, focusing on innovative healthcare delivery and community-centric care. In addition, he led omnichannel marketing and the communication efforts to share Novant Health’s commitment to price transparency, evolving consumer needs, personalized patient experiences and strategies to achieve health equity.

Prior to joining Novant Health, Mr. Cureton served as Regional Executive and Managing Director for Bank of America subsidiary U.S. Trust. During his 25-year career with Bank of America, he held a variety of roles with increasing responsibility, from Mortgage Account Executive to Regional President. Following Bank of America’s purchase of U.S. Trust, the nation’s oldest trust company, he successfully led the local merger efforts in North Carolina, developed training for more than 2,000 wealth management advisors, and implemented tactics that greatly improved staff satisfaction, retention and productivity.

With a particular passion for education, the arts and financial literacy initiatives, Mr. Cureton has served on numerous boards, including the Foundations for the Carolinas, the Charlotte Regional Business Alliance (Chair 2019), Bechtler Museum of Modern Art and Charlotte Center City Partners. Currently, he is the Past Chair for the University of North Carolina at Chapel Hill Board of Visitors and Chair-Elect for the Queens University of Charlotte Board of Trustees. He is a Senior Managing Director at Aurora Management Partnersgraduate of Harvard Business School’s Executive Education program in value measurement for healthcare and has over 40 years of financial and management experience. SheThe Wharton School’s Executive Education Institute program on investments.

Mr. Cureton has been with Aurora Management Partners since 2013 and prior to that worked in numerous leadership roles with Tanner Companies LLC (President 2008-2013; Chief Operating Officer 2006-2008; and Chief Financial Officer 2003-2006), CFOdynamics LLC (CEO 2002-2003), Delhaize America, Inc. (CFO 1999-2002), and its subsidiary, Food Lion, Inc. (CFO 1997-2002), F&M Distributors, Inc. (CFO 1988-1996), and Perry Drug Stores, Inc. (VP of Finance 1986-1988). Ms. Kendall is a registered CPA and a member of the American Institute of CPAs. She is a previous member of the Board of Directors at Bank of Commerce and of Charles & Colvard (2003-2011). Ms. Kendall joined the Board effective April 1, 2016 after having servedserving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Ms. Kendall’sSeptember 25, 2023, and the Board believes his broad business background, and accounting expertiseincluding within the banking industry, would make herhim a valuedvaluable member of the Board.

Rebekah M. Lowe.Bonnie V. Hancock. Ms. LoweHancock is a Professor of Practice in the Chief ExecutivePoole College of Fizzywork Executive Coaching, a position she has held since 2012. Previously, Ms. Lowe was with Wachovia Bank (now Wells Fargo) beginning in 1982 and rose through the ranks to serve both East Florida and WesternManagement at North Carolina State University (“NCSU”), where she teaches graduate classes in financial management and financial planning. Prior to joining NCSU, she worked with Progress Energy, as RegionalSenior Vice President beforeof Finance and Information Technology and later as President of Progress Fuels, a subsidiary with over $1 billion in assets that produced and marketed gas, coal and synthetic fuels, and operated fuel terminals and ash management facilities. During her departure in 2007. A broad banking career included serving as a branch manager, regional risk administration manager, state retail banking manager, state mortgage manager,time at Progress Energy and mergers and integrations manager for three different acquisitions. As Regional President,its predecessor, Carolina Power & Light, she had overall responsibility for consumer, commercial, wealth, real estate, and dealer banking in the regions she served. She also held the titlepositions of ExecutiveTax Manager, Vice President – Accounting and Vice President – Strategic Planning. In addition, she was the Executive Director of Wachovia Bank since 2002.NCSU’s Enterprise Risk Management Initiative from 2006-2021.

Ms. Lowe graduated from Georgetown University’s Leadership Coaching Program. She completed the University of North Carolina at Chapel Hill’s Executive Leadership Program and the Duke University’s Senior Management Development Program, and wasHancock is currently a member of Leadershipthe Board of Directors of AgCarolina Farm Credit, where she serves as chair of the Risk Committee and as a member of the Governance Committee. She is also a member of the Board of the National Association of Corporate Directors – Research Triangle Chapter, an organization for the advancement of exemplary board leadership, where she served as Board Chair from 2022-2023, and is a member of the Board of the North Carolina. Ms. Lowe hasCarolina Coastal Pines Girl Scout Council, where she served as chair from 2018 – 2022. She previously served on many community boardsthe Boards of Directors of AgFirst Farm Credit Bank and executive committees, including those of The United Way, Chambers of Commerce, YMCA of Western North Carolina, and Sisters of Mercy of North Carolina Foundation. Powell Industries, Inc.

Ms. Lowe joined the Board effective September 1, 2020 after having servedHancock has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 10, 2020.

Ms. Lowe’s extensiveSeptember 25, 2023, and the Board believes her business experience, in the banking industryalong with her financial and in working with executive-level employees on the development of leadership skillsrisk management expertise, would make her a valuedvaluable member of the Board.

DanaDwight L. Stonestreet.Jacobs. In his 33 years of service, Mr. Stonestreet has overseen ten acquisitions and the growth of HomeTrust Bank from $300 million in assets to $3.5 billion in assets at June 30, 2022. Mr. StonestreetJacobs currently serves as Executive Chairman of HomeTrust BancsharesSenior Vice President, Supply Chain, Real Estate, and HomeTrust Bank. Mr. Stonestreet servedChief Procurement Officer for Duke Energy, a Fortune 150 public utility headquartered in Charlotte, North Carolina. Over his 22-year career at the firm, he has held various leadership roles, including serving as Chief ExecutiveAccounting Officer, of HomeTrust Bancshares prior to the promotion of Mr. Westbrook to that position effective September 1, 2022,Chief Risk Officer, and asSenior Vice President of HomeTrust BancsharesFinancial Planning and Chief Executive OfficerAnalysis, among others. Prior to joining Duke Energy, Mr. Jacobs was an audit and business advisory partner with Arthur Andersen, where he worked for 14 years in Washington, D.C. and the Carolinas serving various large private equity, consumer products, hospitality and real estate clients.

Mr. Jacobs is a Lumbee Indian of HomeTrust Bank prior toNorth Carolina and is the promotion of Mr. Westbrook to those positions effective September 1, 2021. Mr. Stonestreet joined HomeTrust Bank in 1989 as its Chief Financial Officer and was promoted to Chief Operating Officer in 2003 and President in 2008. He became Co-Chief Executive Officer of HomeTrust Bancshares and HomeTrust Bank in July 2013 and Chairman and Chief Executive Officer of HomeTrust Bancshares and HomeTrust Bank in November 2013. Mr. Stonestreet began his career with Hurdman & Cranston (an accounting firm that was later merged into KPMG) as a certified public accountant. Mr. Stonestreet has served as Chairmanvice chair of the Asheville ChamberUniversity of Commerce and as a director for RiverLink, the YMCA, United Way, the North Carolina Bankers Associationat Chapel Hill’s Alumni Committee on Racial and other community organizations. In July 2017,Ethnic Diversity. Mr. StonestreetJacobs is a board member and former president of Communities in Schools in Charlotte. He was recently appointed to the advisory board for McColl School of Business at Queens University of Charlotte. Mr. Jacobs received the 2023 Distinguished Service Medal from the University of North Carolina Banking Commission for a four-year term and was re-appointed for another four-year term in July 2021.at Chapel Hill.

Mr. Stonestreet’s more than three decades of service with HomeTrust Bank gives him in-depth knowledge of nearly all aspects of its operations. Mr. Stonestreet’s accounting background and prior service as HomeTrust Bank’s Chief Financial Officer also provide him with a strong understanding of the various financial matters brought before the Board.

Robert E. James, Jr. Mr. JamesJacobs has over 42 years of experience in the banking industry and is currently President of Robert E. James Advisors, LLP. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. From 2012 to 2015, he worked for Grant Thornton LLP as a Senior Advisor in their Banking and Securities Industry Practice. Prior to 2012, he worked for Fifth Third Bank, North Carolina (President and CEO 2008-2012), First Charter Corporation (President and CEO 2004-2008; Chief Banking Officer 1999-2004), and Centura Banks, Inc. (Executive Vice President 1989-1999). He is a current board member for the Salvation Army, Charlotte Area Command. In addition, he has served as Vice-Chair for the Board of Directors of Fifth Third Bank, North Carolina (2011-2014), served on the Board of Directors of the North Carolina Bankers Association (Chair 2007-2008), served as a board member for UNC Chapel Hill – Board of Visitors and has served as Chairman of the Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having servedbeen serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Mr. James’s many years of experience inSeptember 25, 2023, and the banking industry, including having servedBoard believes his background as a CEObusiness leader, his expertise in finance and in other senior executive positions,risk management and his role as active community leader would make him a valuable member of the Board.

Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT Director for Atrium’s North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz currently serves as Chair of the Transition Committee of First Presbyterian Church Lexington and is an elder. He also volunteers for Crisis Ministry of Davidson County and Habitat for Humanity. Mr. Koontz has also served as President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz became a director of HomeTrust Bank in 2010.

Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled with his knowledge of and experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.

F.K. McFarland, III. Mr. McFarland has served as President of McFarland Funeral Chapel, Inc. Mr. McFarland has served on a number of other community boards, including the board of trustees of St. Luke’s Hospital, the zoning board for Tryon, North Carolina, the Hospice of the Carolina Foothills, the Polk County, North Carolina Chamber of Commerce, the American Cancer Society – Polk County Unit (as Chairman) and the Forbes Foundation, a philanthropic organization. Mr. McFarland joined the Board of Directors of HomeTrust Bank in 2003.

Mr. McFarland adds value to the Board through his experience as a small business owner and operator for over 30 years and his strong ties to the local community from his other board service.

Sidney A. Biesecker. On January 31, 2015, Mr. Biesecker retired as Senior Vice President of HomeTrust Bank and President for HomeTrust Bank’s Industrial Federal Bank division, positions he had held since HomeTrust Bank’s acquisition of Industrial Federal Bank in February 2010. Prior to the acquisition, Mr. Biesecker held various officer positions for Industrial Federal Bank since 1974, including President and Chief Executive Officer since 1990. Mr. Biesecker was appointed to the Board of Directors of HomeTrust Bank in 2010. Mr. Biesecker has served on the boards and committees of numerous community organizations. Mr. Biesecker currently serves as Chair of Home Solutions of Davidson County, located in Lexington, North Carolina.

From over 40 years working for Industrial Federal Bank, Mr. Biesecker brings to the Board extensive knowledge of nearly all areas of banking operations and experience in all aspects of risk management.

John A. Switzer.Mr. Switzer recently retired as the Managing Partner of the Charlotte office of KPMG LLP, and the Market Leader for KPMG’s Coastal Business Unit, encompassing offices in the Carolinas, Florida and Puerto Rico. Over his 38-year career at the firm, he held various leadership roles which also included serving as the Managing Partner of the Cleveland, Louisville and Lexington, Kentucky offices, as well as other leadership roles within the firm. Throughout his career, Mr. Switzer served as the lead audit partner for numerous publicly traded global and domestic companies in multiple industries. Mr. Switzer is a director of Barings BDC, Inc., a publicly traded business development company, where he has served as the audit committee chairman. He is also a director of Barings Capital Investment Corporation, a privately held business development company, where he serves on the audit committee. In addition, he is a director of CTE (Carolina Tractor and Equipment Company)Weisiger Group and a board member for the Foundation for the Mint Museum and the National Association of Corporate Directors Carolinas Chapter. He has served on numerous other not-for-profit boards in several cities throughout his career. Mr. Switzer joined the Board effective September 3, 2019 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 1, 2019.

Mr. Switzer’s background as a business leader, a CPA and a lead audit partner for public companies, as well as his extensive board experience, is of great benefit to our board of directors.Board.

C. Hunter Westbrook. Mr. Westbrook currently serves as Vice Chairman, President and Chief Executive Officer of HomeTrust Bancshares and HomeTrust Bank. Prior to September 1, 2022, Mr. Westbrook served as President and Chief Operating Officer of HomeTrust Bancshares and President and Chief Executive Officer of HomeTrust Bank. Prior to September 1, 2021, Mr. Westbrook served as Senior Executive Vice President and Chief Operating Officer of HomeTrust Bancshares since October 2018, President and Chief Operating Officer of HomeTrust Bank since October 2020 and Senior Executive Vice President and Chief Operating Officer of HomeTrust Bank from October 2018 to September 2020. Before that, Mr. Westbrook served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Banking Officer of HomeTrust Bancshares and HomeTrust Bank since June 2012. Mr. Westbrook began his career in banking with TCF Bank in Minneapolis and later joined TCF National Bank Illinois as Senior Vice President of Finance. In 2004 he was promoted to Executive Vice President of Retail Banking for Illinois, Wisconsin and Indiana markets that included 250 branches and $4 billion in deposits. He also served as President and Chief Executive Officer of First Community Bancshares in Texas, from 2006 to 2008, where he was responsible for repositioning the bank’s retail operating model and implemented the bank’s retail and corporate lending product offerings. In his most recent role prior to joining HomeTrust Bancshares and HomeTrust Bank, Mr. Westbrook served as Executive Vice President and Chief Operations Officer from 2008 to 2010 and as President and Chief Executive Officer from 2010 to 2012 of Second Federal Savings and Loan Association of Chicago, where he significantly grew core operating revenue, net checking account balances, and repositioned the bank’s entire product line.

Mr. Westbrook joined the Board effective September 1, 2021.2021, and was appointed Vice Chairman on November 13, 2023. Mr. Westbrook’s decades of experience as a senior executive in the banking industry and ten11 years of service with HomeTrust Bank make him a valued addition tomember of the Board.

Richard T. Williams. Mr. Williams recently retired as Vice President (“VP”) of Corporate Community Affairs at Duke Energy Corporation and President of the Duke Energy Foundation. Over his 37-year career at Duke Energy Corporation, he held various leadership roles which included VP of Environmental, Health & Safety, (2008-2012), VP of Enterprise Field Services, (2006-2008), VP of Diversity & Talent Management, (2004-2006), VP of Diversity, Ethics & Compliance and Chief Compliance Officer, (2002-2004), and VP of Business & Community Relations (1997-2002).Relations. Mr. Williams is a director of Coca-Cola Consolidated, Inc. He also is a current board member for Atrium Health and Hope Haven, Inc.the Billy Graham Evangelistic Association. In addition, he has served on various other boards throughout his career, including UNC Chapel Hill - Board of Trustees (Chair 2003-2005), Chapel Hill Chamber of Commerce (Chair 1995-1996), UNC General Alumni Association (Chair 2002), Durham Chamber of Commerce (Chair 2002), Greater Charlotte YMCA (Chair 2011-2013), The Mint Museum (Chair 2011-2013), Central Piedmont Community College, National Association of Corporate Directors – Carolinas Chapter and Bank of Commerce (2008-2014). Additionally, he was recognized as one of the Top 100 directors for 2020 nationally by the National Association of Corporate Directors and was named one of 2015’s “Heroes of the Fortune 500” for good works by employees of the nation’s largest companies. North Carolina’s Governor also conferred the Order of the Long Leaf Pine on Mr. Williams, one of North Carolina’s most prestigious honors. Mr. Williams joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Mr. Williams, who was appointed as Chairman of the Boards of Directors of the Company and the Bank on November 13, 2023, after serving as Vice Chairman and Lead Director since November 2017, brings to the Board extensive business experience gained from a variety of leadership roles within a large organization, as well as strong ties to the local community.

Laura C. Kendall. Ms.Kendall is a Senior Managing Director at Aurora Management Partners and has over 40 years of financial and management experience. She has been with Aurora Management Partners since 2013 and prior to that worked in numerous leadership roles with Tanner Companies LLC (President 2008-2013; Chief Operating Officer 2006-2008; and Chief Financial Officer 2003-2006), CFOdynamics LLC (CEO 2002-2003), Delhaize America, Inc. (CFO 1999-2002), and its subsidiary, Food Lion, Inc. (CFO 1997-2002), F&M Distributors, Inc. (CFO 1988-1996), and Perry Drug Stores, Inc. (VP of Finance 1986-1988). Ms. Kendall is a registered CPA and a member of the American Institute of CPAs. She is a previous member of the Board of Directors at Bank of Commerce and of Charles & Colvard (2003-2011). Ms. Kendall joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Ms. Kendall’s broad business background and accounting expertise make her a valued member of the Board.

Rebekah M. Lowe. Ms. Lowe is the Chief Executive of Fizzywork Executive Coaching, a position she has held since 2012. Previously, Ms. Lowe was with Wachovia Bank (now Wells Fargo) beginning in 1982 and rose through the ranks to serve both East Florida and Western North Carolina as Regional President before her departure in 2007. A broad banking career included serving as a branch manager, regional risk administration manager, state retail banking manager, state mortgage manager, and mergers and integrations manager for three different acquisitions. As Regional President, she had overall responsibility for consumer, commercial, wealth, real estate, and dealer banking in the regions she served. She also held the title of Executive Vice President of Wachovia Bank since 2002.

Ms. Lowe graduated from Georgetown University’s Leadership Coaching Program. She completed the University of North Carolina at Chapel Hill’s Executive Leadership Program and the Duke University’s Senior Management Development Program and was a member of Leadership North Carolina. Ms. Lowe has served on many community boards and executive committees, including those of The United Way, Chambers of Commerce, YMCA of Western North Carolina, and Sisters of Mercy of North Carolina Foundation. Ms. Lowe joined the Board effective September 1, 2020 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 10, 2020.

Ms. Lowe’s extensive experience in the banking industry and in working with executive-level employees on the development of leadership skills make her a valued member of the Board.

Narasimhulu Neelagaru, M.D. Upon selling his medical practice in Commerce, Georgia in 2017, Dr. Neel retired after more than 40 years in his field as a board-certified cardiologist. He founded Quantum and its subsidiary, Quantum National Bank, in 1995, where he served as Chairman and Chief Executive Officer, and was Quantum’s majority shareholder up until its merger with the Company effective February 12, 2023. The Quantum Merger Agreement provided for the appointment of Dr. Neel as a director of the Company for an initial term ending at the Company’s annual meeting of stockholders immediately following his attaining 75 years of age. Consistent with this provision, on June 26, 2023, Dr. Neel was appointed as a director of the Company to serve in the class of directors whose terms expire in calendar year 2025. The Quantum Merger Agreement further provides that after the end of Dr. Neel’s initial term, he may serve for up to two additional one-year terms as a director of the Company if he and Infinity Trust continue to own five percent or more of the then-outstanding shares of the Company’s common stock, subject to any legal or bank regulatory requirements. The Quantum Merger Agreement entitles Dr. Neel to simultaneously serve as a director of the Bank so long as a majority of the directors of the Company are directors of the Bank.

Dr. Neel currently serves on the boards of the Indian American International Chamber of Commerce and International Development Foundation, Inc., and has served on the boards of CIGNA Health Spring Insurance Company, the Athens Area Coalition of Physicians, the Jackson County Area Chamber of Commerce, and the Community Bankers Association of Georgia.

Dr. Neel’s broad business experience, both in the medical and banking fields, as well as his continued service to the local Georgia community, make him a valued member of the Board.

Robert E. James, Jr. Mr. James has over 42 years of experience in the banking industry and is currently President of Robert E. James Advisors, LLP. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. From 2012 to 2015, he worked for Grant Thornton LLP as a Senior Advisor in their Banking and Securities Industry Practice. Prior to 2012, he worked for Fifth Third Bank, North Carolina (President and CEO 2008-2012), First Charter Corporation (President and CEO 2004-2008; Chief Banking Officer 1999-2004), and Centura Banks, Inc. (Executive Vice President 1989-1999). He is a current board member for the Salvation Army, Charlotte Area Command. In addition, he has served as Vice-Chair for the Board of Directors of Fifth Third Bank, North Carolina (2011-2014), served on the Board of Directors of the North Carolina Bankers Association (Chair 2007-2008), served as a board member for UNC Chapel Hill – Board of Visitors and has served as Chairman of the Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Mr. James’s many years of experience in the banking industry, including having served as a CEO and in other senior executive positions, make him a valued member of the Board.

Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT Director for Atrium's North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz served as Chair of the Transition Committee of First Presbyterian Church Lexington and is an elder. He also volunteers for Crisis Ministry of Davidson County/Homeless Shelter and Habitat for Humanity. Mr. Koontz has also served as President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz became a director of HomeTrust Bank in 2010.

Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled with his knowledge of and experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.

Executive Officers Who Are Not Also Directors

Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company. Each executive officer’s age is as of June 30, 2022.December 31, 2023.

Tony J. VunCannon. Mr. VunCannon, age 57,59, is a certified public accountant and has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bank since July 2006 and as Corporate Secretary of HomeTrust Bank since September 2017. From March 1997 to June 2006, Mr. VunCannon served as Vice President and Treasurer of HomeTrust Bank and from April 1992 to February 1997, Mr. VunCannon served as Controller of HomeTrust Bank. In addition, Mr. VunCannon has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bancshares since HomeTrust Bank’s mutual-to-stock conversion and as Corporate Secretary of HomeTrust Bancshares since September 2017. Previously, Mr. VunCannon was employed by KPMG in Charlotte, North Carolina.

W. Mark DeMarcus. Mr. DeMarcus, age 57, joined HomeTrust Bancshares and HomeTrust Bank in February 2018 as Executive Vice President and Commercial Banking Group Executive. Mr. DeMarcus has more than 35 years of experience in the banking industry. Prior to joining HomeTrust, he served in key executive roles at Atlantic Capital Bank, Yadkin Bank and Wachovia Bank. Mr. DeMarcus held a variety of senior positions in Commercial Banking, Retail and Small Business Banking, Treasury Management, Credit Administration and Human Resources for Wachovia from 1986 to 2008. While at Yadkin Bank, Mr. DeMarcus served as Chief Operating Officer, Chief Banking Officer and Divisional President from 2008 to 2016. Mr. DeMarcus led the expansion of Atlantic Capital Bank to North Carolina prior to joining HomeTrust in 2018.

Kristin Y. Powell. Ms. Powell, age 46,47, joined HomeTrust Bancshares and HomeTrust Bank in July 2015. From July 2015 to May 2020, Ms. Powell served as Director of Residential Mortgage Lending, and from June 2020 to June 2022, Ms. Powell served as Executive Vice President, Consumer Banking Group Executive. As of July 2022, Ms. Powell was promoted to Executive Vice President, Consumer and Business Banking Group Executive. Her experience in the banking and financial services industry spans over 20 years. Prior to joining HomeTrust, she served for over 13 years at PNC in senior leadership and strategic positions throughout the Southeast. Currently, she provides direction and leadership to our Consumer and Business Banking lines of business, which include Mortgage, Retail, Business Banking and Professional Investment Bank services.

John F. Sprink, II. Mr. Sprink, age 59, joined HomeTrust Bancshares and HomeTrust Bank in November 2014 as Senior Vice President and Market President, leading HomeTrust’s de novo entrance into the Raleigh, North Carolina market. In May 2023, Mr. Sprink was promoted to Executive Vice President, Commercial Banking Group Executive. His experience in the banking industry of more than 30 years includes leadership roles at Central Carolina Bank/SunTrust and TrustAtlantic Bank.

Megan Pelletier. Ms. Pelletier, age 45, joined HomeTrust Bancshares and HomeTrust Bank in May 2022 as Executive Vice President, Chief People Officer. In July 2023, Ms. Pelletier was promoted to Executive Vice President, Chief Operations and People Officer and gained responsibility for deposit and loan operations and project management functions, while retaining leadership of human resources. Her experience spans 20 years of banking and financial industry roles as an operational and commercial line of business employee, as well as a human resources leader. Prior to joining HomeTrust, she served in several key roles at SouthState Bank in Charlotte, North Carolina, most recently as Senior Vice President, Director of Talent Acquisition. While at SouthState she also held the positions of Director of Commercial Operations, Human Resources Manager and Human Resources Business Partner.

Marty T. Caywood. Mr. Caywood, age 50,51, joined HomeTrust Bank in May 1995 and has served as Executive Vice President and Chief Information Officer since April 2019. During his time at HomeTrust Bank, he has served in multiple capacities, developing and implementing technology initiatives across the organization. In 2014, Mr. Caywood assumed the role of Director of Information Technology and was promoted to Senior Vice President and Chief Technology Officer in September 2017. In addition to maintaining existing enterprise systems, he provides technical direction to all lines of business and has led numerous operational process improvement initiatives.

Keith J. Houghton. Mr. Houghton, age 60,61, has served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Credit Officer of HomeTrust Bank since March 2014. Mr. Houghton has more than 30 years of experience in the banking industry. For nearly 17 years, he held a variety of senior positions in the credit and lending areas with StellarOne Corporation, a Charlottesville, VA-based bank holding company with approximately $3 billion in assets, and its predecessors, until the sale of StellarOne to another bank in January 2014. The most recent of those positions was Chief Credit Risk Officer, which Mr. Houghton held since 2007. As previously reported by the Company, Mr. Houghton plans to retire from HomeTrust Bancshares and HomeTrust Bank effective June 30, 2024.

R. Parrish Little.Lora Jex. Mr. Little,Ms. Jex, age 54,44, joined HomeTrust Bancshares and HomeTrust Bank in March 2015August 2023 as Executive Vice President and Chief Risk Officer. Mr. LittleMs. Jex has more than 25 years of experience in the financial services industry serving in internal audit and risk management leadership positions. He began his career in banking with Citizens & Southern National Bank (Bank of America) in Columbia, S.C. as an auditor. In 1995 he managed and led audit initiatives with Fleet Financial Group’s (Bank of America) mortgage lending operations. He served in several leadership roles with Bank of America in Greensboro and Charlotte, N.C. from 1997 to 2007, during which time he was promoted to Senior Vice President. He joined First Citizens Bank and Trust in Columbia, South Carolina in 2008 as Director of Risk Management. In his most recent role there, which he held prior to joining HomeTrust Bank, he served as Chief Audit Executive of First Citizens Bank and Trust and directed the Internal Audit team.

Megan Pelletier. Ms. Pelletier, age 43, joined HomeTrust Bancshares and HomeTrust Bank in May 2022 as Executive Vice President, Chief People Officer. Her experience spans almost 20 years of banking and financial industry roles as both a line of business employee and human resources leader, as well as servingexperience at institutions ranging from $3 billion to $30 billion in commercial banking positions. Prior toassets. Before joining HomeTrust, she served in several key rolesas Chief Compliance Officer at SouthStateSouthern First Bank in Charlotte, NC, most recently as Senior Vice President, Director of Talent Acquisition. WhileGreenville, South Carolina and at SouthState sheSouth State Bank in Columbia, South Carolina. She has also held the positions of Director of Commercial Operations, Human Resources Managerat The Savannah Bancorp, Dixon Hughes Goodman LLP, Crowe Chizek & Company and Human Resources Business Partner.Troy Bank & Trust.

Environmental, Social and Governance Matters

We view ourselves as a regional community bank positioned for smart growth—dedicated to maintaining the core values and culture that reflect our brand and commitment to solid, long-term value for all our stakeholders. We consider environmental, social and governance (“ESG”) matters to be an integral part of our business and are committed to continuous progression of our ESG efforts.

Environmental

Recent initiatives to reduce our environmental impact have included:

Social

Our Communities

Supporting individuals and businesses in our local communities is a top priority for us. We were a proud participant in the Small Business Administration’s Paycheck Protection Program (“PPP”), originating $112.0 million of PPP loans (469 loans in total) throughout the COVID-19 pandemic. We have also accommodated many of our commercial and individual borrowers with loan modifications to assist them during the pandemic.

We employ a full-time Community Development Officer and a full-time Community Development Mortgage Originator (working solely with low-to-moderate income (“LMI”) applicants). We also maintain a Community Reinvestment Act and Fair Lending Management Committee responsible for the governance and oversight of the following activities:

Community development initiatives induring the past fiscal2023 calendar year have included:

Our Employees

Key aspects of our human capital management include the following:

We believe a strong corporate culture and employee engagement is crucial to the success of the company. In 2022, weCompany. We recently conducted a comprehensive employee engagement survey, with a high level of employee participation and improved employee engagement results. Results were utilized to gain perspective on what we do well and ouridentify opportunities for improvement. In addition,When employees exit the organization, we launched a behavior-based set of company culture fundamentals, intendedseek their candid feedback through confidential interviews and surveys in an effort to support the Company’s core valuesimprove our processes, practices, and increase overall employee engagement.work environment.

In 2023, HomeTrust was recognized as one of the top 20 Great Employers to Work for in North Carolina, by Best Companies Group. This recognition was a testament to our commitment to enhancing the employee experience and our significant investments in improving the culture of our workplace, expansion of inclusive benefits, increased employee communication, training and education opportunities. Collectively, these initiatives are designed to have a teammate-first work environment to boost employee morale, engagement and job satisfaction.

During the peak of the pandemic, we partnered with a third-party vendor to assist in managing the COVID-19 related cases, ensuring confidentiality and consistency in the process. We provide up to four hours of leave for employees who need time away to receive the vaccine and up to three days of COVID-19 PTO for eligible employees who are unable to work due to quarantine or illness related to COVID-19.

Governance

Our Board of Directors and management are committed to sound and effective corporate governance practices. Certain aspects of these practices, including the leadership structure of our Board and the Board’s role in risk oversight, the Board’s committees, our Code of Ethics and Conduct, our stock ownership guidelines for directors and executive officers and our director and executive compensation programs, are discussed in the sections that follow. We believe the diversity of our directors has significantly enhanced the effectiveness of our Board. This topic is discussed in greater detail underin the “Board Diversity and Refreshment.”Refreshment” section above.

Director Independence

The Company’s Boardfollowing directors of Directors has determined that the following directors,Company, constituting a majority (eight of tennine directors) of the Board, arehave been determined to be “independent directors,” as that term is defined in NASDAQ Listing Rule 5605(a)(2): Biesecker, James, Kendall, Koontz, Lowe, McFarland, Neelagaru, Switzer and Williams. It has also been determined that, if elected at the annual meeting, Mr. Cureton, Ms. Hancock and Mr. Jacobs will be independent directors under NASDAQ Listing Rule 5605(a)(2).

Board Leadership Structure and Role in Risk Oversight

Leadership Structure. Prior The Board periodically reviews and discusses its leadership structure and has determined that it is currently in the best interests of the Board and the Company to September 1, 2022, weseparate the roles of Chief Executive Officer and Chairman of the Board. The Board believes this structure increases the Board’s independence from management and, in turn, enhances its monitoring and oversight of management. The Company has in the past combined the positions of Chief Executive Officer and Chairman into one position which had been held by Mr. Stonestreet. We believe this structure was appropriate because of the primarily singular operating environment of the Company and HomeTrust Bank, with our predominant focus on being a provider of retail and commercial banking services. Having the Chief Executive Officer and Chairman involvedmay do so again in the daily operations of this focused line of operations improvesfuture, if so determined by the communication between management and the Board and ensures that the Board’s interest is represented in our daily operations, particularly with regard to risk management. Effective September 1, 2022, as part of the Company’s senior management succession planning, Mr. Westbrook was promoted to Chief Executive Officer of the Company and Mr. Stonestreet became Executive Chairman, a position Mr. Stonestreet is expected to hold until he retires from the Board upon the expiration of his term as a director at the Company’s annual meeting of stockholders in 2023. The Board has not yet determined who will succeed Mr. Stonestreet as Chairman. Because Mr. Stonestreet will remain an employee of the Company until his retirement, the Board continues to believe it is appropriate to designate a non-management director (currently Director Williams) to serve as lead director. The lead director is responsible for presiding over executive sessions of the non-management directors held outside the presence of the Chairman, and for serving as a liaison between the non-management directors and the Chairman.Board.

Role in Risk Oversight.Risk is inherent with the operation of every financial institution, and how well an institution manages risk can ultimately determine its success. We face a number of risks, including but not limited to credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board has ultimate responsibility for the oversight of risk management. The Board believes that risk management, including setting appropriate risk limits and monitoring mechanisms, is an integral component and cannot be separated from strategic planning, annual operating planning and daily management of our business. Consistent with this approach as well as based on the belief that certain risks require an oversight focus that a Board committee can better provide, the Board has delegated the oversight of certain risk areas to certain committees of the Board. The responsibilities of the Executive and Risk Committee of the Board of Directors include enterprise risk management, which encompasses the primary risks faced by HomeTrust Bank in its operations. The responsibilities of the Audit Committee of the Board of Directors include assisting the Board with respect to potential financial risks to the Company. The responsibilities of the Compensation and Human Capital Committee of the Board of Directors include the consideration of risks in connection with incentive and other compensation programs. The responsibilities of the Asset/Liability Committee of the Board of Directors include monitoring liquidity and interest rate risk. See “—Board“Board Meetings and Committees.” These committees regularly provide reports of their activities and recommendations to the full Board. In addition, members of senior management regularly attend meetings of the Board to report to the Board on the primary areas of risk that we face.

Cybersecurity risk is a key consideration in the operational risk management capabilities at HomeTrust Bank. We maintain a formal information security management program, which is subject to oversight by, and reporting to, the Executive and Risk Committee. Given the nature of our operations and business, including the Bank’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels, and it is thus considered an enterprise-wide risk that is subject to control and monitoring at various levels of management throughout the Bank. The Executive and Risk Committee oversees and reviews reports on significant matters of corporate security, including cybersecurity.

Board Meetings and Committees

The current members of the Boards of Directors of the Bank and the Company are identical. Meetings of the Company’s and the Bank’s Boards of Directors are generally held eight times per year. In those months when the Boards of Directors do not meet, the Boards’ Executive and Risk Committee meets. During the fiscal yearsix-month transition period ended June 30, 2022,December 31, 2023, the Board of Directors of the Company held tenfive meetings and the Board of Directors of the Bank held tenfive meetings. During fiscal year 2022,the six-month transition period ended December 31, 2023, no incumbent director attended fewer than 75% of the aggregate of the total number of meetings of each Board and the total number of meetings held by the committees of each Board on which committees he or she served during the period in which he or she served.

The Company’s Board of Directors has the following standing committees, which are summarized below: Audit Committee;Committee, Compensation Committee;and Human Capital Committee, Executive and Risk Committee;Committee, Governance and Nominating Committee;Committee, Asset/Liability Committee;Committee, and Mergers and Acquisitions Committee.

Audit Committee. The Audit Committee is currently comprised of Directors Kendall (Chair), Biesecker, Koontz, McFarland and Switzer, each of whom is “independent,” as independence for audit committee members is defined in the NASDAQ Listing Rules. The Company’s Board of Directors has determined that each of Ms. Kendall and Mr. Switzer is an “audit committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation S-K.

The Audit Committee operates under a written charter adopted by the Company’s Board of Directors, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information”Governance” and then “Governance Documents.“Documents & Charters.” The Audit Committee is appointed by the Company’s Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s consolidated financial statements and the accounting and financial reporting processes; the systems of internal accounting and financial controls; compliance with legal and regulatory requirements and the Company’s policies; the annual independent audits of the Company’s consolidated financial statements and internal control over financial reporting; the independent auditors’ qualifications and independence; the performance of the Company’s internal audit department and independent auditors; and any other areas of potential financial risk to the Company specified by its Board of Directors. The Audit Committee also is responsible for hiring, retaining and terminating the Company’s independent auditors. In addition, the Audit Committee reviews, at least annually, the Company’s Code of Ethics and Conduct. The Audit Committee met ninefour times in fiscal 2022.during the six-month transition period ended December 31, 2023.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee (the “Compensation Committee”) is currently comprised of Directors Koontz (Chair), James, Lowe and Williams, each of whom is an “independent director,” as that term is defined in the NASDAQ Listing Rules. The Compensation Committee is responsible for reviewing and evaluating executive compensation and administering the Company’s compensation and benefit programs. The Compensation Committee also is responsible for:

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”Governance” and then “Governance Documents.“Documents & Charters.” In fiscal year 2022,During the six-month transition period ended December 31, 2023, the Compensation Committee met ninefour times.

The charter of the Compensation Committee authorizes the committee to retain a consultant to assist the committee in carrying out its responsibilities. Pursuant to this authority, the Compensation Committee retained the consulting firm of Pearl Meyer & Partners, LLC (“Pearl Meyer”). For additional information regarding the role of Pearl Meyer, see “Executive Compensation—Compensation – Compensation Discussion and Analysis-WhatAnalysis – What Guides Our Program-RoleProgram – Role of Independent Compensation Consultant.”

The charter of the Compensation Committee does not specifically provide for delegation of any of the authorities or responsibilities of the committee. For a discussion of the role of executive officers in setting executive pay, see “Executive Compensation—Compensation – Compensation Discussion and Analysis-WhatAnalysis – What Guides Our Program-RoleProgram – Role of Executive Officers in Determining Compensation.”

Executive and Risk Committee. The Executive and Risk Committee is currently comprised of Directors Williams (Chair), James, Kendall, Koontz, StonestreetSwitzer and Westbrook. The Executive and Risk Committee is authorized to exercise the power of the Board of Directors between Board meetings, to the extent permitted by applicable law, and performs the duties of the Loan Committee in the months the full Board of Directors does not meet. The responsibilities of the Executive and Risk Committee also include:

The Executive and Risk 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”Governance” and then “Governance Documents.“Documents & Charters.” The Executive and Risk Committee met fourtwo times during fiscal year 2022.the six-month transition period ended December 31, 2023.

Governance and Nominating Committee.The Governance and Nominating Committee is currently comprised of Directors Williams (Chair), James, Kendall, Lowe and Lowe,Neelagaru, each of whom is an “independent director,” as that term is defined in the NASDAQ Listing Rules. The Governance and Nominating Committee is responsible for identifying and recommending director candidates to serve on the Board of Directors. Final approval of director nominees is determined by the full Board, based on the recommendations of the Governance and Nominating Committee. The nominees for election at the annual meeting identified in this proxy statement were recommended to the Board by the Governance and Nominating Committee.

The Governance and Nominating Committee operates under a formal written charter adopted by the Board, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information”Governance” and then “Governance Documents.“Documents & Charters.” The Governance and Nominating Committee has the following responsibilities under its charter:

honesty/integrity/reputation; commitment to the long-term success of the Company and stock ownership; right fit/collaborative leader/builds consensus/team builder; commitment and time to fulfill responsibilities; ability to read and understand financial statements; expertise in strategic thinking and planning; diversity of Board members; financial management expertise; understanding and knowledge of banking industry and trends; bank accounting expertise, experience as a CPA/CFO/auditor/other relevant experience and/or meets SEC “Audit Committee Financial Expert” definition; director/senior executive of a company comparable in size and/or complexity to the Company (or larger) with recent operating experience; experience with mergers/acquisitions; expertise in technology, including e-commerce and business continuity planning; expertise in enterprise risk management; experience as a human resources executive or related experience in culture change, recruiting and retaining talent; and any other factors that the Governance and Nominating Committee may deem appropriate.

The Governance and Nominating Committee considers these criteria, and any other criteria established by the Board, in the context of an assessment of the operation and needs of the Board as a whole and the Board’s goal of maintaining diversity among its members;

Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Board of Directors or by any stockholder entitled to vote for the election of directors who complies with the notice procedures. Pursuant to the Company’s bylaws, nominations for directors by stockholders must be made in writing and received by the Corporate Secretary of the Company at the Company’s principal executive offices no earlier than 120 days prior to the meeting date and no later than 90 days prior to the meeting date. If, however, less than 100 days’ notice or public announcement of the date of the meeting is given or made to stockholders, nominations must be received by the Company not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or otherwise transmitted or the day on which public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company’s bylaws.

The Governance and Nominating Committee met sevenfive times during fiscal year 2022.the six-month transition period ended December 31, 2023.

Asset/Liability Committee. The Asset/Liability Committee is currently comprised of Directors BieseckerSwitzer (Chair), McFarland, StonestreetNeelagaru and Switzer.Westbrook. The Asset/Liability Committee is responsible for the approval of the Company’s investment and asset/liability management strategies, establishing related policies and monitoring compliance with those policies. During fiscal 2022,the six-month transition period ended December 31, 2023, the Asset/Liability Committee met fourtwo times.

Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee is currently comprised of Directors James (Chair), Lowe, Switzer, Westbrook and Williams. The Mergers and Acquisitions Committee is responsible for reviewing potential merger and acquisition transactions and, if appropriate, recommending such transactions to the Board of Directors for the Board’s consideration and approval. The Mergers and Acquisitions Committee met five timesdid not meet during fiscal 2022.the six-month transition period ended December 31, 2023.

Stockholder Communications with Directors

Stockholders may communicate with the Board of Directors by writing to: Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.

Board Member Attendance at Annual Stockholder Meetings

Although the Company does not have a formal policy regarding director attendance at annual stockholder meetings, directors are expected to attend these meetings absent extenuating circumstances. EachAll but one of the Company’s current directors serving at that time attended the Company’s last annual meeting of stockholders.

Director Compensation

The current members of the Boards of Directors of the Bank and the Company are identical. The following table includes information regarding the compensation earned, for service as a director, by each individual who served on the Company’s Board of Directors during fiscal 2022the six-month transition period ended December 31, 2023, other than Mr. Stonestreet, the Company’s Chief Executive Officer prior to September 1, 2022 andwho served as Executive Chairman since September 1, 2022,until his retirement on November 13, 2023, and Mr. Westbrook, the Company’s President and Chief Operating Officer prior to September 1, 2022 and President and Chief Executive Officer since September 1, 2022.Officer. During fiscal 2022,the six-month transition period ended December 31, 2023, Messrs. Stonestreet and Westbrook did not receive any compensation for their service as directors. For information regarding Mr. Stonestreet’s and Mr. Westbrook’s compensation for service as executive officers, see “Executive Compensation.” The table also includes information regarding the compensation earned by Mr. Cureton, Ms. Hancock and Mr. Jacobs for their service as advisory directors of the Company during the six-month transition period ended December 31, 2023.

Director Retainer and Fees

During the fiscal year ended June 30, 2022, theThe compensation arrangement for non-employee directors consistedcurrently consists of the following: (i) an annual cash retainer of $34,000; (ii) a cash fee of $1,500 for each in-person Board meeting attended in excess of ten in-person meetings during the fiscal year; (iii) a cash fee of $750 for each in-person committee meeting attended and for each telephonic committee meeting attended lasting one hour or more; (iv) an annual restricted stock award, previously with a targeted value of approximately $30,000;$30,000 and increased to approximately $34,000 for the next such award; and (v) an additional annual cash retainer of $15,000 for the Vice Chair andor Lead Director, $10,000 for the Audit Committee Chair, $7,500 for the Compensation Committee Chair and $5,000 for the Governance and Nominating Committee Chair. There were no changes in the compensation arrangement for non-employee directors during the fiscal year.

Directors who are also employees of HomeTrust Bank do not receive an annual retainer or other fees for serving on the Board.

Equity-Based Compensation

At the Company’s annual meeting of stockholders held on January 17, 2013, its first meeting of stockholders following the July 2012 mutual-to-stock conversion of HomeTrust Bank, the Company’s 2013 Omnibus Incentive Plan was approved. The 2013 Omnibus Incentive Plan allowsallowed for the grant of stock options, stock appreciation rights, restricted stock, restricted share units and cash awards to eligible participants. The 2013 Omnibus Incentive Plan iswas similar to equity-based incentive plans adopted by other newly converted thrift institutions.

At the Company’s annual meeting of stockholders will be asked to approveheld on November 14, 2022, the Company’s 2022 Omnibus Incentive Plan which would permitwas approved. The 2022 Omnibus Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. IfUpon the stockholders’ approval of 2022 Omnibus Incentive Plan, is approved at the annual meeting, no future awards willcould be made under the 2013 Omnibus Incentive Plan.  See “Proposal III. Approval of the 2022 Omnibus Incentive Plan.”

As noted under “-Director Retainer and Fees,” for fiscal 2022, non-employee directors were to receive an annual restricted stock award. The most recent such award with a value of approximately $30,000. Accordingly,was made on February 11, 2022, Messrs. Biesecker, James, Koontz, McFarland, Switzer, Williams and Mses. Kendall and Lowe were10, 2023, with each granted 955non-employee director at the time receiving 1,148 shares of restricted stock, which are scheduled to vestvested in full on February 11, 2023.2024. Due to the change in the Company’s fiscal year-end from June 30 to December 31, the scheduled timing of the next annual restricted stock award to non-employee directors was moved from February 2024 to June 2024.

Director Emeritus Plan

Under the Director Emeritus Plan, upon termination of service as a director other than for cause, a participating director becomes an emeritus director and is entitled to be paid a monthly director emeritus fee as set forth in his or her joinder agreement to the Director Emeritus Plan, for the benefit period specified in the joinder agreement. Former Directors Biesecker and Stonestreet dodid not currently participate in the Director Emeritus Plan. Directors Biesecker and Stonestreet are entitled toPlan but were provided with additional benefits under HomeTrust Bank’s Executive Supplemental Retirement Income Plan (the “SERP”). Directors James, Kendall, Lowe, Neelagaru, Switzer, Westbrook and Williams do not participate in the Director Emeritus Plan, and it is expected that no future director will participate in the Director Emeritus Plan.

The specific Director Emeritus Plan benefits of each of the directors and former directors listed in the table under “Director Compensation” above who currently participate in the Director Emeritus Plan are described below. Each such participant is 100% vested in his or her benefits under the Director Emeritus Plan.

Director Koontz. Under his joinder agreement, Director Koontz is entitled to a 20-year director emeritus benefit in the annual amount of $30,000, with such amount increasing 5% per year after the first year of the benefit period.

Director McFarland. Under his joinder agreement, Director McFarland is entitled to a 20-year director emeritus benefit in the annual amount of $16,193, with such amount increasing 5% per year after the first year of the benefit period.

Code of Ethics and Conduct

We have adopted a Code of Ethics and Conduct (the “Code of Ethics”), which applies to all directors, officers and employees of the Company and its subsidiaries. The Code of Ethics reflects our expectation of honest and ethical conduct in all aspects of our business from all directors, officers and employees. A copy of the Code of Ethics is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information”Governance” and then “Governance Documents.“Documents & Charters.”

Stock Ownership Guidelines

We have adopted stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. These guidelines are described under “Executive Compensation—Compensation – Compensation Discussion and Analysis-OtherAnalysis – Other Compensation Practices, Policies and Guidelines-StockGuidelines – Stock Ownership Guidelines.”

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

In this section, we provide an overview and analysis of our compensation programs, the material compensation policy decisions we have made under those programs, and the material factors we considered in making those decisions. Following this section, you will find a series of additional tables containing specific information about compensation paid or payable to the following individuals, whom we refer to as our “named executive officers” (“NEOs”):

*Mr. Stonestreet retired as Executive Chairman of the Company and the Bank on November 13, 2023. Prior to September 1, 2022, Mr. Stonestreet was Chairman and Chief Executive Officer of the Company and Chairman of the Bank, and Mr. Westbrook was President and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank. Prior to September 1, 2021, Mr. Stonestreet was Chairman, President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of the Bank, and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and President and Chief Operating Officer of the Bank. Prior to October 28, 2020, Mr. Stonestreet was also President of the Bank and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and the Bank.

**Mr. DeMarcus and Ms. Powell became executive officers effective March 27, 2022.

Executive Summary

Business Highlights. For the fiscal yearsix-months ended June 30, 2022,December 31, 2023 compared to the previous fiscal year:six months ended December 31, 2022:

During fiscal 2022, we completedAfter our conversion in 2012 from the transitioningmutual to the stock form of ownership, our back-office Small Business Administration (“SBA”) loan service process in-house, which, in the long run, is expected to provide additional servicing fee and gain on sale income. We also closed nine branch offices, representing 22% of our total branch network, which is expected to reduce our annual expenses significantly. In addition, we entered a new fintech partnership, which contributed to growth in the commercial and industrial loan segment and supplements our existing partnership with a fintech specializing in home equity lines of credit (HELOCs). Subsequent to fiscal year-end, we announced our signing of a definitive agreement to acquire Quantum Capital Corporation (“Quantum”), the holding company for Quantum National Bank, a $660 million-in-assets bank in the Atlanta metro area. We believe this transaction, which we expect will be completed in the first quarter of calendar year 2023, presents a unique opportunity to expand our franchise and meaningfully enhance our profitability.

Our senior leadership team iswas focused on executing our strategic plan to deliver value to our customers and stockholders. At the core of that plan is our successful transformationtransforming from a mutual thrift institution to a full-servicehigh-performing regional commercial bank. ThatWe have successfully completed 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 threeby adding various diverse commercial lines of business, – retail/consumer, mortgagehiring local experienced commercial relationship managers, and expanding our technology and operations infrastructure to support this commercial – with limited offerings and limited capabilities. Today, we have more than ten lines of business, which have greatly improved our offerings and capabilities.growth. We expect the continued maturity of these lines of business to drive growth in our earnings and positively impact our financial performance.

The following table compares our pre-Conversion and current lines of business:

Since the Conversion, we have also expanded geographically, adding larger growing, metro markets in Georgia, North Carolina, South Carolina, VirginiaTennessee and Tennessee. We will be entering the Atlanta metro area upon completionVirginia.

In recent years, we have focused on our mission to establish a behavior-based culture that focuses on fundamentals that serve as a guiding light in every facet of our pending acquisition of Quantum. We currently have 32 banking offices, compared to 20business. In 2022, we introduced these 33 culture fundamentals that encapsulate the values we hold and solidify our unique culture. Each week, a different fundamental is emphasized and discussed throughout the Company through unique videos, a culture app, and at the timestart of each team meeting. From “#1 - do the Conversion,right thing, always” to “#17 - think and will add two banking offices throughact like an owner” to “#33 - keep things fun,” these fundamentals are not just how we behave and treat each other and our customers, but also how we manage the Quantum acquisition. Our growth sinceCompany.

These focused efforts of our senior leadership team have also resulted in stronger financial performance as noted in the Conversion has been enabled by hiring experienced bankers to build out the necessary infrastructure to supporthighlights above. We believe continuing our commercial lenders and newemphasis on maturing our lines of business.business, expense rationalization and our behavior-based culture will drive even more growth in stockholder value.

Pay for performance has been focused on the execution of our strategic plan to build a high performing bank. Our management team has delivered exceptional performance in transitioning us from a rural thrift with $1.5 billion in total assets prior to the Conversion to a full-service regional commercial bank with $3.5 billion in total assets as of June 30, 2022. The following changes in our balance sheet reflect the significant transformation management has accomplished in executing our strategic plan since the Conversion:

Say on Pay and Key Compensation Actions. On the “say on pay vote” at our last annual meeting of stockholders (held in November 2021)2023), the percentage of votes cast in favor was approximately 91%95%. We currently hold a say on pay vote annually. at every annual meeting of stockholders. We strive to keep an open dialogue with investors to ensure we hear and understand their perspectives. We carefully consider the feedback received from these discussions, as well as the results of our say on pay vote, in evaluating our executive compensation.

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 2022:the six-month transition period ended December 31, 2023:

Best-Practice Compensation Approaches. To support long-term value creation, we follow good governance practices, including the following:

What Guides Our Program

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 whichthat govern executive compensation. Our current compensation philosophy is designed to:

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.

Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our named executive officers.NEOs. 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”Governance” and then “Governance Documents.“Documents & Charters.”

The Compensation Committee makes all final compensation and equity award decisions regarding our chief executive officer and other named executive officers.NEOs.

Role of Executive Officers in Determining Compensation. For fiscal 2022, Mr. Stonestreetthe six-month transition period ended December 31, 2023, our chief executive officer (Mr. Westbrook) recommended to the Compensation Committee the compensation of the named executive officersNEOs other than himself. Mr. StonestreetOur chief executive officer was 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 officersNEOs have been adjusted to reflect market-based levels using peer group and survey data. See “-Fiscal 2022“-Transition Period Executive Compensation Program in Detail-BaseDetail – Base Salaries.” The Compensation Committee also consulted with Pearl Meyer in connection with the adoption and implementation of the Strategic Operating Committee Incentive Program, which was renamed theCompany’s Senior Leadership Incentive Plan effective July 1, 2022 (the “SOC Incentive Program”), and equity awards granted under the 2022 Omnibus Incentive Plan. See “-Fiscal 2022 Executive Compensation Program in Detail-Annual Incentives” and “-Fiscal 2022“-Transition Period Executive Compensation Program in Detail -Equity-Based– Annual Incentives” and “-Transition Period Executive Compensation Program in Detail – Equity-Based Awards.”

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’NEOs’ compensation levels, the Compensation Committee typically reviews proxy statement data of compensation paid to the executive officers of other community banks 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 $2.8$3.1 billion to $7.6$9.2 billion:

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.

Fiscal 2022Transition Period Executive Compensation Program in Detail

Base Salaries. We seek to provide our named executive officersNEOs 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 August 30, 2021,October 1, 2023, each of the NEOs other than Mr. Westbrook’sStonestreet (who retired as Executive Chairman on November 13, 2023) and Ms. Pelletier (whose base salary was increased in conjunctionfrom $246,838 to $293,000 with hisher promotion to President of the CompanyChief Operations and Chief ExecutivePeople Officer of the Bank. Effective September 27, 2021, Messrs. Stonestreet, VunCannon and DeMarcus and Ms. Powellon July 31, 2023) received increases in their base salaries that were merit-based and to maintain such salaries at approximately the 50^th percentile of the survey benchmark data for their positions. These increases are reflected in the following table.

Effective July 4, 2022, Ms. Powell’s base salary was increased in conjunction with her promotion from Consumer Banking Group Executive to Consumer and Business Banking Group Executive. Effective September 1, 2022, in conjunction with Mr. Westbrook’s promotion to Chief Executive Officer of the Company and Mr. Stonestreet’s transition from that position to Executive Chairman, Mr. Westbrook’s base salary was increased and Mr. Stonestreet’s base salary was decreased. Effective September 26, 2022, Messrs. VunCannon and DeMarcus received increases in their base salaries that were merit-based and to maintain such salaries at approximately the 50^th percentile of the survey benchmarkmarket compensation data for their positions. These changes are reflected in the following table.

Annual Incentives. Under the SOCSenior Leadership Incentive Program,Plan, participating executive officers are generally eligible to earn an annuala 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 opportunity if actual performance under a performance goal is at the threshold (minimum) level of performance, 100% of their targeted incentive award opportunity if actual performance is at the target level of performance, and 150% of their targeted incentive award opportunity if actual performance is at or above the stretch (maximum) level of performance, subject to the discretion of the Compensation Committee to modify awards. Interpolation is used to calculate incentive payouts when performance falls between threshold and stretch.

For fiscal 2021, the payout percentages for performance at the threshold, target and stretch levels of performance were 25-50%, 100% and 130%, respectively. The payout percentages were changed for fiscal 2021 due to the uncertainties in the operating environment and the challenge of establishing reasonable operating targets for that fiscal year due to the impacts of the COVID-19 pandemic. The Committee focused on providing appropriate, but reduced, award opportunities for performance in fiscal 2021.

Set forth below is a summary of the award opportunities for fiscal 2022the six-month transition period ended December 31, 2023 under the SOCSenior Leadership Incentive ProgramPlan for Messrs. Stonestreet, Westbrook and VunCannon. For fiscal 2022,VunCannon, Ms. Powell, Mr. DeMarcusSprink and Ms. PowellPelletier. Mr. Stonestreet did not participate in the SOC Incentive Program but instead were participants in the Company’s ManagementSenior Leadership Incentive Plan because theywith respect to the six-month transition period ended December 31, 2023. The target incentive award opportunities were not executive officers priorreduced by one-half to March 27, 2022.reflect the six-month transition period.

The following table outlines the SOCSenior Leadership Incentive ProgramPlan performance goals other than functional team goalsfor pre-tax, pre-provision income and the efficiency ratio (the “corporate performance goals”), and actual results for fiscal 2022,the six-month transition period ended December 31, 2023, as well as the payout achievement of the corporate performance goals for fiscal 2022that period (dollars in thousands)millions):

The SOCSenior Leadership Incentive ProgramPlan permitted the Compensation Committee to modify payout amounts at the committee’s discretion based on changes in key asset quality indicators and/or performance in comparison to a peer group.an index of over 80 publicly traded banks similar to the Company in size and geographic focus. The Compensation Committee did not modifyincreased the payout amounts for fiscal 2022 because the Committee determined that asset quality at fiscal year-end andsix-month transition period ended December 31, 2023 by 10% due to the Company’s movement toward peerupper quartile financial performance were both satisfactory.compared to this index during the period.

The Company’s adjusted pre-tax, pre-provision income for fiscal 2022the six-month transition period ended December 31, 2023 (a 75% weighting in determining the awards payable to Messrs. Westbrook and VunCannon and Ms. Pelletier and a 50% weighting in determining the awards payable to Messrs. StonestreetMs. Powell and Westbrook and a 45% weighting in determining the award payable to Mr. VunCannon)Sprink) was $44.7$39.2 million, which iswas slightly higher than the target level of performance of $42.9 million but lower than the stretch level of performance of $51.5$38.8 million. The adjusted pre-tax, pre-provision income amount for fiscal 2022the six-month transition period ended December 31, 2023 excludes $1.9$2.6 million of income from net life insurance proceeds and a $248,000 loss on the gain on sale of securitiespremises and $1.8 million in expenses related to the transition of Mr. Stonestreet to the role of Executive Chairman.equipment.

The Company’s adjusted noninterest income for fiscal 2022 (a 10% weighting in determining the award payable to each of Messrs. Stonestreet, Westbrook, and VunCannon) was $37.3 million, which is lower than the threshold level of performance of $37.8 million. The adjusted noninterest income amount for fiscal 2022 excludes $1.9 million from the gain on sale of securities.

The Company’s adjusted efficiency ratio for fiscal 2022the six-month transition period ended December 31, 2023 (a 20%25% weighting in determining the awards payable to Messrs. Stonestreet, Westbrook, and VunCannon)all participating NEOs) was 69.25%59.81%, which was lower (i.e., better) thanfell between the target level of performance of 71.11% but higher than60.93% and the stretch level of performance of 66.44%56.41%. The adjusted efficiency ratio for fiscal 2022,the six-month transition period ended December 31, 2023, which was calculated by dividing total noninterest expense of $103.4$59.3 million by total income of $149.3$99.2 million, includes in total income $1.2 million$656,000 in tax equivalent adjustments for tax-free interest income on municipal leases, and excludes $1.8from total income $2.6 million in expenses related toof income from net life insurance proceeds and a $248,000 loss on the transitionsale of Mr. Stonestreet to the role of Executive Chairman.premises and equipment.

The following table outlines the payout achievement of the SOC Incentive Program functional team goals for fiscal 2022:

In the case of Mr. Stonestreet, who, during fiscal 2022, led and was 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, as well as continued progress with the execution of the Company’s strategic plan, continued focus on potential in-market and adjacent market merger and acquisition opportunities, active monitoring of the progress and profitability of existing and new lines of business, furthering efforts on the Company’s diversity, equity and inclusion initiatives, working closely with the Compensation Committee on executive succession planning and with Mr. Westbrook on Mr. Westbrook’s transition to the CEO position, and working 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 leading the lines of business with loan production, gain on sale of loans, and deposit growth that exceeded 125% of planned growth levels for the fiscal year. In addition, Mr. Westbrook led teams that made significant progress on loan risk grading expansion, deposit gathering strategies and multi-year digital enhancements.

In the case of Mr. VunCannon, goals achieved included the continued development of a new financial planning and analysis model, enhancing the model for the allowance for credit losses, completing the buildout of the finance and accounting department, and supporting various new strategic projects across the Company.

As noted above, the performance goals for fiscal 2022, Mr. DeMarcus and Ms. Powell did not participateand Mr. Sprink included division profitability compared to plan for the six-month transition period ended December 31, 2023 (a 25% weighting in determining the SOC Incentive Program but instead were participants in the Company’s Management Incentive Plan, under which they were each eligible for a cash bonus largely based on an assessment of their achievement of individual performance goals.

In the case of Mr. DeMarcus, goals achieved included solid performance in the areas of commercial lending, deposits and fee income, enhancementsawards payable to treasury management profitability reporting, and building a pipeline for recruiting. Additionally, Mr. DeMarcus ensured the SBA back-office conversion was seamless, without customer interruption and operationally sound.

them). In the case of Ms. Powell, goals achieved included ensuring the branch consolidation met financial hurdlesprofitability of the consumer and business banking lines of business, as well as the successful integration of these areas from the Quantum merger. Ms. Powell’s payout achievement of these goals (as a percentage of target) was executed in an operationally safe and sound manner.determined to be 150%. In addition, Ms. Powellthe case of Mr. Sprink, goals achieved included the increased profitability of the commercial banking line of business. Mr. Sprink’s payout achievement of these goals related(as a percentage of target) was determined to consumer deposit growth, mortgage loan volumes and related gain on sale fee income.be 100%.

Based on the results discussed above, the following table shows the actual incentive award amounts earned for fiscal 2022the six-month transition period ended December 31, 2023 under the SOCSenior Leadership Incentive Program by Messrs. Stonestreet, Westbrook and VunCannon and under the Management Incentive Plan by Mr. DeMarcus and Ms. Powell.Plan. The payout amounts are also set forth in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

The SOC Incentive Program and ManagementSenior Leadership Incentive Plan documents each containdocument 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. This is in addition to the mandatory clawback policy we were required to adopt as a NASDAQ-listed company, which we did on November 7, 2023.

Equity-Based Awards. Equity-based awards, which are currently granted under the Company’s 20132022 Omnibus Incentive Plan, are designed to align the interests of award recipients with the interests of our stockholders by providing award recipients with the opportunity to share in the long-term appreciation, if any, in the Company’s stock price which may occur after their awards are granted. At

No equity-based awards were granted to the annual meeting, stockholders will be asked to approveNEOs during the Company’s 2022 Omnibus Incentive Plan.  If the 2022 Omnibus Incentive Plan is approved at the annual meeting, no future awards will be made under the 2013 Omnibus Incentive Plan.  See “Proposal III. Approval of the 2022 Omnibus Incentive Plan.”

During fiscal 2022,six-month transition period ended December 31, 2023. On February 11, 2024, Messrs. Stonestreet, Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier were each granted performance-based restricted stock units, with performance measured by the cumulative fully diluted earnings per share of the CompanyCompany’s pre-tax, pre-provision income to average assets as compared to a peer index over the three-year period ending June 30, 2024, calculated in accordance with accounting principles generally accepted in the United States (“GAAP”), 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.December 31, 2026. Payout will range from 25% of the target number of shares for performance at 80% of targetthe 35^th percentile to 150% of the target number of shares for performance at 110% of target. The target number of shares underlyingor above the performance-based awards to Messrs. Stonestreet, Westbrook and VunCannon were 4,927, 1,790 and 759, respectively.70^th percentile.

The following table illustrates the performance/payout structure of the performance-based restricted stock units awarded during fiscal 2022 to Messrs, Stonestreet, Westbrook and VunCannon. Payout amounts will be interpolated on a straight-line basis.

The following table shows the target number of shares underlying the performance-based restricted stock units awarded during fiscal 2022on February 11, 2024 to Messrs. Stonestreet, Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier, and the fair value of such awards, as determined under ASC 718, on the grant date:

During fiscal 2022,

On February 11, 2024, Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier were also were awarded shares of restricted stock with time-based vesting, as were Mr. DeMarcus and Ms. Powell.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.

The following table shows the number of shares of time-based restricted stock awarded during fiscal 2022 to Messrs. Westbrook, VunCannon and DeMarcus and Ms. Powell and the fair value of such awards, as determined under ASC 718, on the grant date:

During the fiscal 2022,year ended June 30, 2021, Messrs. Westbrook, VunCannon and DeMarcus and Ms. Powell were granted stock options with time-based vesting. These options are scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. The exercise price of each option is $31.35, which was the closing price of the Company’s common stock on the grant date.

The following table shows the number of shares underlying stock options granted during fiscal 2022 to Messrs. Westbrook and DeMarcus and Ms. Powell and the fair value of such options, as determined under ASC 718, on the grant date:

During fiscal 2020, Messrs. Stonestreet Westbrook and VunCannon 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 ended June 30, 2022,2023, calculated in accordance with GAAP, 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 was to range from 50%25% of the target number of shares for performance at 90%80% of target to 150%150.0% of the target number of shares for performance at 110%or above 111.2% of target.

The target number of shares underlying the performance-based awards granted during the fiscal 2020year ended June 30, 2021 to Messrs. Westbrook, VunCannon and Stonestreet Westbrookwere 2,118, 1,096 and VunCannon were 5,250, 1,625 and 875,7,076, respectively. The target and actual cumulative fully diluted earnings per share of the Company over the three-year period ended June 30, 2022,2023, calculated as described above, were $5.19$4.56 and $5.54,$7.00, respectively. Cumulative fully diluted GAAP earnings per share of $4.47$5.97 were adjusted for the prepayment penalties paid in the fiscal year ended June 30, 2021 related to the repayment of all our remainingthen-remaining long-term borrowings, expenses incurred in that fiscal 2021year related to the announced branch closures, and a nonrecurringthe gain on the sale of 1-4 family loansfixed assets and securities in the fiscal 2020.year ended June 30, 2023. The adjusted cumulative fully diluted earnings per share exceeded the stretch level and 150% of the target number of shares were earned. Accordingly, the number of shares paid out to Messrs. Stonestreet, Westbrook, VunCannon and VunCannon,Stonestreet, following the Compensation Committee’s certification on September 12, 202211, 2023 of the level of performance achieved, were 7,014, 2,171,3,177, 1,644 and 1,169,10,614, respectively.

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, and shares underlying vested and unvested time-based restricted stock units. Unearned performance shares awarded to executive officers and unexercised stock options that are vested and in-the-money 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 JulyJanuary 1^st 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, 2022,December 31, 2023, 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 prohibits: 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. Messrs. StonestreetVunCannon and VunCannonStonestreet are the only named executive officersNEOs who currently participate 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. StonestreetVunCannon and VunCannonStonestreet are the only named executive officersNEOs who currently participate in the EMCP. For additional information regarding the EMCP and the EMCP benefits of each of the participating named executive officers,NEOs, 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. StonestreetVunCannon and VunCannonStonestreet are the only named executive officersNEOs 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,NEOs, 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 2022,the six-month transition period ended December 31, 2023, 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 2022the six-month transition period ended December 31, 2023 under the 401(k) component of this plan to the named executive officersNEOs are reflected as compensation for fiscal 2022that period in the Summary Compensation Table under the “All Other Compensation” column.

The ESOP was established in connection with our Mutual-to-Stock Conversionmutual-to-stock conversion in 2012. The ESOP trust purchased shares of HomeTrust Bancshares common stock in the Conversionconversion 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 common stock 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.

Effective July 1, 2019, the plan year-end of the KSOP was changed from June 30^th to December 31^st, 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 ended on December 31, 2020. The allocations made for the plan years ended December 31, 2020, 2021, 2022 and December 30, 20212023 under the ESOP component of the KSOP to the named executive officersNEOs are reflected as compensation for the fiscal years ended June 30, 2021, 2022 and fiscal 2022,2023 and the six-month transition period ended December 31, 2023, respectively, in the Summary Compensation Table under the “All Other Compensation” column.

Other Employee Benefits. Other benefits, in which all employees generally may participate, include the following: medical and dental insurance coverage, vision care coverage, group life insurance coverage and long- and short-term disability insurance coverage. HomeTrust Bank reimburses employees with salaries in excess of $100,000 for the premium paid for long-term disability insurance.

Perquisites and Other Personal Benefits. Other than providing Mr. Westbrook with an automobile allowance, reimbursing Mr. Sprink for country club dues and providing Mr. Stonestreet with a company automobile and providing(ownership of which was transferred to Mr. Westbrook with an automobile allowance,Stonestreet upon his retirement), we currently dodid not provide the named executive officersNEOs with any perquisites or other personal benefits.benefits during the six-month transition period ended December 31, 2023.

Employment and Change in Control Severance Agreements. The Company is a party to an amended and restated employment and transition agreement with Mr. Stonestreet, amended and restated employment agreements with Messrs. Westbrook and VunCannon and change in control severance agreements with Ms. Powell, Mr. DeMarcusSprink and Ms. Powell.Pelletier. These agreements are intended to be closely aligned with market-based terms and best practices in the executive compensation area.

The agreements They 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.

The Company is also a party to an amended and restated employment and transition agreement with Mr. Stonestreet, pursuant to which, upon his retirement, he became entitled to a separation payment (payable in monthly installments through August 2024) of $920,060 and the continued payment by the Company through August 31, 2024 of Medicare premiums and other insurance benefits for him and his spouse.

For additional information, see “Employment Agreements with Messrs. Westbrook and VunCannon,” “Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier” and “Employment and Transition Agreement with Mr. Stonestreet, Employment Agreements with Messrs. Westbrook and VunCannon and Change in Control Severance Agreements with Mr. DeMarcus and Ms. Powell.Stonestreet.”

Summary Compensation Table

The following table sets forth information concerning the compensation paid to or earned by the named executive officersNEOs for the six-month transition period ended December 31, 2023 (referred to in the column headings in the tables below as “TP” or “Transition Period”) and the fiscal years ended June 30, 2023, 2022 and 2021 (referred to in the column headings in the tables below as “FY 2023,” “FY 2022” and 2020:“FY 2021,” respectively):