UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No._)
Filed by the Registrant [X] Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under §240.14a-12
| HOMETRUST BANCSHARES, INC. | ||
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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[X]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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1)
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Amount Previously Paid:
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2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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October 7, 2019
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of HomeTrust Bancshares, Inc., we cordially invite you to
attend our annual meeting of stockholders. The meeting will be held at 10:00 a.m., local time, on Monday, November 18, 2019, at the Renaissance Hotel, located at 31 Woodfin Street, Asheville, North Carolina.
An important aspect of the annual meeting process is the stockholder vote on corporate business items. I urge you
to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to consider and vote upon: (1) the election of three directors of the Company; (2) an advisory (non-binding) vote on executive
compensation (commonly referred to as a “say on pay vote”); and (3) the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.
This year we are again using a Securities and Exchange Commission rule to furnish our proxy statement, Annual
Report and proxy card over the internet to stockholders. This means that stockholders will not receive paper copies of these documents. Instead, stockholders will receive only a notice containing instructions on how to access the proxy
materials over the internet. This rule allows us to lower the costs of delivering the annual meeting materials and reduce the environmental impact of the meeting. If you would like to receive printed copies of the materials, the notice contains
instructions on how you can request printed copies.
Regardless of whether you plan to attend the annual meeting in person, please
read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible. Voting promptly will save us additional expense in soliciting proxies and will ensure that your shares are represented at the
meeting.
Your Board of Directors and management are committed to the continued growth and success of HomeTrust Bancshares,
Inc. and the enhancement of your investment. As Chairman and Chief Executive Officer, I greatly appreciate your confidence and support.
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Very truly yours,
/s/ Dana L. Stonestreet
Dana L. Stonestreet
Chairman of the Board, President and
Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 18, 2019
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of HomeTrust Bancshares, Inc. will be held as
follows:
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TIME AND DATE
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10:00 a.m. local time
Monday, November 18, 2019
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PLACE
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Renaissance Hotel
31 Woodfin Street
Asheville, North Carolina
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ITEMS OF BUSINESS
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(1)
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The election of three directors.
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(2)
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An advisory (non-binding) vote on executive compensation (commonly referred to as a “say on pay vote”).
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(3)
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The ratification of the appointment of Dixon Hughes Goodman LLP as HomeTrust Bancshares, Inc.’s independent auditors for the fiscal year ending
June 30, 2020.
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RECORD DATE
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Holders of record of HomeTrust Bancshares, Inc. common stock at the close of business on September 20, 2019 are entitled to vote at the annual
meeting or any adjournment or postponement thereof.
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PROXY VOTING
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It is very important that your shares be represented and voted at the annual meeting. Regardless of whether you
plan to attend the annual meeting in person, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible.
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BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dana L. Stonestreet
DANA L. STONESTREET
Chairman of the Board, President and
Chief Executive Officer
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Asheville, North Carolina
October 7, 2019
HOMETRUST BANCSHARES, INC.
10 Woodfin Street
Asheville, North Carolina 28801
(828) 259-3939
_______________________________
PROXY STATEMENT
_______________________________
INTRODUCTION
The HomeTrust Bancshares, Inc. Board of Directors is using this proxy statement to solicit proxies from the
holders of the Company’s common stock for use at the Company’s upcoming annual meeting of stockholders. The annual meeting of stockholders will be held at 10:00 a.m., local time, on Monday, November 18, 2019 at the Renaissance Hotel, located at
31 Woodfin Street, Asheville, North Carolina. At the meeting, stockholders will be asked to vote on three proposals. The proposals are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in more detail
below. Stockholders also will consider any other matters that may properly come before the meeting or any adjournment or postponement of the meeting, although the Board of Directors knows of no other business to be presented. HomeTrust
Bancshares, Inc. is referred to in this proxy statement from time to time as the “Company,” “HomeTrust Bancshares,” “we,” “us” or “our.” Certain of the information in this proxy statement relates to HomeTrust Bank (sometimes referred to as the
“Bank”), a wholly owned subsidiary of the Company.
We have decided to again use the “Notice and Access” rule adopted by the Securities and Exchange Commission (the
“SEC”) to provide access to our proxy materials over the internet instead of mailing printed copies of the proxy materials to each stockholder. As a result, on or about October 7, 2019, we mailed to all stockholders a “Notice of Internet
Availability of Proxy Materials” that tells them how to access and review the information contained in the proxy materials and how to vote their proxies over the internet. You will not receive printed copies of the proxy materials in the mail
unless you request them by following the instructions included in the Notice of Internet Availability of Proxy Materials.
By submitting your proxy, either by executing and returning the accompanying proxy card or by voting
electronically via the internet or by telephone, you are authorizing the Company’s Board of Directors to represent you and vote your shares at the meeting in accordance with your instructions. The Board of Directors also may vote your shares to
adjourn the meeting from time to time and will be authorized to vote your shares at any adjournments or postponements of the meeting.
This proxy statement and the accompanying materials are first being made available to stockholders on or about
October 7, 2019.
Your proxy vote is important. Whether or not you plan to attend the meeting, please vote
your proxy by internet, telephone or mail as promptly as possible.
INFORMATION ABOUT THE ANNUAL MEETING
What is the purpose of the annual meeting?
At the annual meeting, stockholders will be asked to vote on the following proposals:
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Proposal 1.
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The election of three directors of the Company.
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Proposal 2.
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An advisory (non-binding) vote on executive compensation (the “Say on Pay Vote”).
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Proposal 3.
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The ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.
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Stockholders also will transact any other business that may properly come before the meeting or any adjournment or postponement of the
meeting. Members of our management team will be present at the meeting to respond to appropriate questions from stockholders.
How does the Board of Directors recommend that I vote?
The Board of Directors recommends that you vote FOR the election of the director nominees named in this proxy
statement, FOR the Say on Pay Vote and FOR the ratification of the appointment of Dixon Hughes Goodman LLP.
Who is entitled to vote?
The record date for the meeting is September 20, 2019. Only stockholders of record at the close of business on
that date are entitled to notice of and to vote at the meeting. The only class of stock entitled to vote at the meeting is the Company’s common stock. Each outstanding share of common stock is entitled to one vote for all matters before the
meeting; provided, however, that pursuant to Section D of Article 5 of the Company’s charter, no person who beneficially owns more than 10% of the shares of the Company’s common stock outstanding as of the record date may vote shares in excess of
that amount. At the close of business on the record date there were 17,852,545 shares of common stock outstanding.
What if my shares are held in “street name” by a broker?
If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of
the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker nevertheless will be entitled to vote the shares with respect to “discretionary” items but will not be
permitted to vote your shares with respect to any “non‑discretionary” items. In the case of non-discretionary items, the shares will be treated as “broker non-votes.” Whether an item is discretionary is determined by the exchange rules
governing your broker. It is expected that the ratification of the appointment of Dixon Hughes Goodman LLP will be considered a discretionary item and that each of the other proposals will be considered a non-discretionary item.
What if I hold shares through an account under the HomeTrust Bank KSOP?
Each participant in the HomeTrust Bank KSOP (the “KSOP”) may instruct the KSOP trustee how to vote the shares of
common stock held in the participant’s KSOP account. If a participant properly executes the voting instruction card distributed by the trustee, the trustee will vote the participant’s shares in accordance with the instructions. Where properly
executed voting instruction cards are returned to the trustee with no specific instruction as to how to vote at the annual meeting, the trustee will vote the shares FOR the election of the director nominees named in this proxy statement, FOR the
Say on Pay Vote and FOR the ratification of the appointment of Dixon Hughes Goodman LLP. In the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the shares of common stock held in the
participant’s KSOP account, and in the case of shares held by the KSOP but not allocated to any participant’s account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the
manner of voting the shares held in their KSOP accounts with respect to each proposal.
How many shares must be present to hold the meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person
or by proxy, of the holders of at least one-third of the shares of the Company’s common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or broker non‑votes will be included in the
calculation of the number of shares considered to be present at the meeting.
What if a quorum is not present at the meeting?
If a quorum is not present at the scheduled time of the meeting, the stockholders who are represented may adjourn
the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at
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the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be
conducted at the meeting.
How do I vote?
1. You may vote by mail.
If you properly complete and sign the proxy card, it will be voted in accordance with your instructions.
2. You may vote by telephone. If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote by telephone by following the instructions included on the proxy card. If you vote by telephone,
you do not have to mail in your proxy card.
3. You may vote on the internet.
If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote on the internet by following the instructions included on the proxy card. If you vote on the internet, you do not have to mail in your proxy
card.
4. You may vote in person at the
meeting. If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in the name of your broker, bank
or other nominee, you will need to obtain a proxy form from the institution that holds your shares indicating that you were the beneficial owner of the Company’s common stock on September 20, 2019, the record date for voting at the annual
meeting.
Can I vote by telephone or on the internet if I am not a registered stockholder?
If your shares are held in “street name” by a broker or other nominee, you should check the voting form used by
that firm to determine whether you will be able to vote by telephone or on the internet.
Can I change my vote after I submit my proxy?
If you are a registered stockholder, you may revoke your proxy and change your vote at any time before the polls
close at the meeting by:
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signing another proxy with a later date;
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voting by telephone or on the internet -- your latest telephone or internet vote will be counted;
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giving written notice of the revocation of your proxy to the Corporate Secretary of the Company prior to the annual meeting; or
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voting in person at the annual meeting.
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If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received
from your nominee to change those instructions.
What if I do not specify how my shares are to be voted?
If you are a registered stockholder and you submit an executed proxy but do not indicate any voting instructions,
your shares will be voted:
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FOR the Say on Pay Vote; and
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FOR the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.
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Will any other business be conducted at the annual meeting?
The Board of Directors knows of no other business that will be conducted at the meeting. If any other business
properly comes before the stockholders for a vote at the meeting, however, the proxy holders will vote your shares in accordance with their best judgment.
How many votes are required to approve the proposals?
Director nominees who receive the highest number of votes for the positions to be filled will be elected.
Approval of each of the Say on Pay Vote and the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors requires the affirmative vote of a majority of the votes cast on the matter.
How will withheld votes and abstentions be treated?
If you withhold authority to vote for one or more director nominees or if you abstain from voting on any other
proposal, your shares will still be included for purposes of determining whether a quorum is present. If you abstain from voting on any proposal other than the election of directors, your shares will be not be included in the number of shares
voting on that proposal and, consequently, your abstention will have no practical effect on that proposal.
How will broker non‑votes be treated?
Shares treated as broker non‑votes on one or more proposals will be included for purposes of calculating the
presence of a quorum. Otherwise, shares represented by broker non-votes will be treated as shares not entitled to vote on a proposal. Consequently, broker non-votes will have no effect on the election of directors or any other proposal.
Who can I call if I have questions?
If you have any questions, you can call Tony J. VunCannon, Executive Vice President, Chief Financial Officer,
Corporate Secretary and Treasurer at 828-350-3049.
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STOCK OWNERSHIP
As of September 20, 2019, there were 17,852,545 shares of the Company’s common stock outstanding. The following
table sets forth, as of September 20, 2019, certain information as to the only person known by management to be the beneficial owner of more than five percent of the outstanding shares of our common stock:
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Name and Address of Beneficial Owner
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Amount and
Nature of Beneficial Ownership |
Percent of
Class |
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10 Woodfin Street
Asheville, North Carolina 28801
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1,128,285(1)
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6.32%
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BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
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1,065,441(2)
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5.97%
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Impax Asset Management Group plc et al.
30 Panton Street, 7th Floor
SW1Y 4AJ
London, United Kingdom
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1,007,672(3)
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5.64%
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Paradice Investment Management LLC et al.
257 Fillmore Street, Suite 200
Denver, Colorado 80206
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963,194(4)
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5.40%
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(1)
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Each KSOP participant may instruct the KSOP trustee how to vote the shares of common stock held in the participant’s KSOP account.
In the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the shares of common stock held in the participant’s KSOP account, and in the case of shares held by the KSOP but not
allocated to any participant’s account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the manner of voting the shares held in their KSOP accounts with respect to
each proposal.
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(2)
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As reported by BlackRock, Inc. in a Schedule 13G filed with the SEC on February 8, 2019. BlackRock, Inc. reported having sole
voting power with respect to 1,024,012 shares and sole dispositive power with respect to 1,065,441 shares.
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(3)
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As reported by Impax Asset Management Group plc and Impax Asset Management LLC in a Schedule 13G filed with the SEC on February 14,
2019. Impax Asset Management Group plc and Impax Asset Management LLC each reported having sole voting and dispositive power with respect to 1,007,672 shares.
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(4)
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As reported by Paradice Investment Management LLC and Paradice Investment Management Pty Ltd in a Schedule 13G amendment filed with the SEC on February
14, 2019. Paradice Investment Management LLC and Paradice Investment Management Pty Ltd each reported having shared voting power with respect to 844,315 shares and shared dispositive power with respect to 963,194 shares.
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The following table sets forth, as of September 20, 2019, certain information as to the shares of common stock
beneficially owned by our current directors and named executive officers and by all current directors and executive officers as a group. The address of each person in the table is: c/o HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville,
North Carolina 28801.
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Name
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Amount and
Nature of Beneficial Ownership(1)(2) |
Percent of
Class(6) |
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Sidney A. Biesecker
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65,401(3)
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0.37%
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Marty T. Caywood
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36,254(3)
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0.20
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Robert. G. Dinsmore, Jr.
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56,900
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0.32
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J. Steven Goforth
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66,900
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0.37
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Keith J. Houghton
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12,8923)
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0.07
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Robert E. James, Jr.
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13,075
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0.07
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Laura C. Kendall
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14,000
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0.08
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Craig C. Koontz
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65,229
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0.36
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F.K. McFarland, III
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69,500(4)
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0.39
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Dana L. Stonestreet
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517,934(3)(5)
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2.86
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John A. Switzer
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0
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0.00
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Tony J. VunCannon
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153,008(3)
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0.85
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C. Hunter Westbrook
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155,879(3)
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0.87
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Richard T. Williams
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12,000
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0.07
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Directors and Executive Officers as a Group (16 persons)
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1,271,613(3)
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6.87
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(1)
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Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary
capacity, by certain family members, by certain related entities or by trusts of which the directors and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director or executive
officer may be deemed to have sole or shared voting and/or dispositive powers. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities.
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(2)
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Included in the shares beneficially owned by the directors and executive officers are options to purchase shares of the Company’s
common stock which are currently exercisable or which will become exercisable within 60 days after September 20, 2019, as follows: Mr. Biesecker – 33,400 shares; Mr. Caywood – 10,000 shares; Mr. Dinsmore – 41,400 shares; Mr. Goforth –
41,400 shares; Mr. Houghton – 5,000 shares; Mr. James – 5,000 shares; Ms. Kendall – 5,000 shares; Mr. Koontz – 33,400 shares; Mr. McFarland – 41,400 shares; Mr. Stonestreet – 236,100 shares; Mr. VunCannon – 90,000 shares; Mr. Westbrook –
102,000 shares; Mr. Williams – 5,000 shares; and all directors and executive officers as a group – 668,100 shares.
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(3)
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Includes shares held in KSOP accounts, as follows: Mr. Biesecker – 2,019 shares; Mr. Caywood– 21,779 shares; Mr. Houghton – 2,024
shares; Mr. Stonestreet – 66,229 shares; Mr. VunCannon – 25,376 shares; Mr. Westbrook – 4,444 shares; and all directors and executive officers as a group – 123,644 shares.
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(4)
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Includes 3,800 shares held by Mr. McFarland’s spouse.
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(5)
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Includes 30,000 shares held by Mr. Stonestreet’s spouse.
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(6)
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Shares subject to options that are currently exercisable or that will become exercisable within 60 days after September 20, 2019
are deemed outstanding for purposes of calculating the percentage ownership of the person holding those options but are not treated as outstanding for purposes of calculating the percentage ownership of any other person.
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PROPOSAL I
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Company’s Board of Directors currently consists of ten members but will be reduced to nine members upon the
retirement of Robert G. Dinsmore, Jr. as a director effective at the completion of the annual meeting. Approximately one-third of the Company’s directors are elected annually. Directors of the Company are elected to serve for a three-year term
or until their respective successors are elected and qualified.
The following table sets forth certain information regarding the composition of the Company’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 J. Steven Goforth, Laura C. Kendall and Dana L.
Stonestreet to serve as directors, each for a term of three years to expire at the annual meeting of stockholders to be held in fiscal 2023, following the Company’s fiscal year ending June 30, 2022. 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.
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Name
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Age(1)
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Position(s) Held in the
Company and the Bank
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Director Since(2)
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Term of Office
Expires in Fiscal
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NOMINEES
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J. Steven Goforth
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74
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Director
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2002
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2023(3)
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Laura C. Kendall
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67
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Director
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2016
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2023
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Dana L. Stonestreet
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65
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Chairman, President and Chief Executive Officer
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2007
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2023
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DIRECTORS REMAINING IN OFFICE
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Robert E. James, Jr.
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68
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Director
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2016
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2021
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Craig C. Koontz
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69
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Director
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2010
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2021
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F. K. McFarland, III
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62
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Director
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2003
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2021
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Sidney A. Biesecker
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68
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Director
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2010
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2022
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John A. Switzer
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62
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Director
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2019
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2022
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Richard T. Williams
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66
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Director
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2016
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2022
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_________________________
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(1)
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As of June 30, 2019.
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Includes service as a director of the Bank.
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(3)
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Although Mr. Goforth has been nominated for a three-year term, it is expected that if he is elected, his term will effectively
expire prior to fiscal 2023 due to the mandatory director retirement provision of the Company’s bylaws. See “Mandatory Director Retirement Bylaw Provision” below.
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Mandatory Director Retirement Bylaw Provision
Article II, Section 12 of the Company’s bylaws provides generally that a person who is not an employee of the
Company or any of its subsidiaries and is (a) 72 years of age or older and was a director of the Company on April 30, 2018 or (b) 70 years of age or older and was not a director of the Company on April 30, 2018, shall not be eligible for
election, re-election, appointment or re-appointment to the Company’s Board of Directors and shall also not be eligible to continue to serve as a director beyond the annual meeting of stockholders of the Company immediately following the
non-employee director becoming 72 or 70 years of age, as applicable.
Article II, Section 12 grants the Board discretion to exempt a non-employee director who (a) was a director of the
Company on June 30, 2013 and April 30, 2018 and (b) is between 72 and 74 years of age, from mandatory retirement until the Company’s next annual meeting of stockholders. This discretion may be exercised by the Board
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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. Director Goforth, who is currently age 74, has been exempted from mandatory retirement until the annual meeting of stockholders to be held in fiscal 2021, following the Company’s fiscal year ending June 30, 2020.
Article II, Section 12 prohibits a person who is 75 years of age or older and who is an employee of the Company or
any of its subsidiaries from being elected, re-elected, appointed or re-appointed to the Board or continuing to serve as a director beyond the annual meeting of stockholders of the Company immediately following the director becoming age 75.
Business Experience and Qualifications of Our Directors
The Board believes that the years of service many of our directors have with us is one of their most important
qualifications for service on our Board. This service has given them extensive knowledge of the banking business and of the Company. Furthermore, their service on our Board committees, especially in the areas of audit, risk management and
compensation, enables them to more effectively oversee the management of the Company by our executive officers. Service on the Board by our Chief Executive Officer is critical to aiding the outside directors’ understanding of the issues that are
common in the banking business. Each outside director brings special skills, experience and expertise to the Board as a result of their other business activities and associations. The business experience of each of our directors for at least
the past five years and the experience, qualifications, attributes, skills and areas of expertise of each director that further supports his or her service as a director are set forth below. Unless otherwise indicated, each director has held his
or her current position for the past five years.
J. Steven Goforth. Since 1965, Mr. Goforth has served as President of
Southco Industries, Inc., Shelby, North Carolina, which manufactures forestry truck bodies, serves as a dealer for truck equipment manufacturers and provides material handling products for the custom steel fabrication industry. Mr. Goforth has
served as a director of Shelby Savings Bank since 1988. Mr. Goforth became a director of HomeTrust Bank in 2002.
As the owner and operator of several businesses outside of the banking industry, Mr. Goforth brings a different
perspective to the Board.
Laura C. Kendall. Ms. Kendall
is a Senior Managing Director at Aurora Management Partners and has over 30 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 as well as the National Association of Corporate Directors. 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.
the Board.
Dana L. Stonestreet. In his 30 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, 2019. As part of the CEO succession plan for HomeTrust Bancshares and HomeTrust Bank, Mr. Stonestreet, who had been
serving as President and Chief Operating Officer and as a director of HomeTrust Bank since 2008 and as President and Chief Operating Officer of HomeTrust Bancshares since HomeTrust Bank's mutual-to-stock conversion, 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 joined HomeTrust Bank in 1989 as its Chief Financial Officer
and was promoted to Chief Operating Officer in 2003. 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 Chairman of
the Asheville Chamber of Commerce and as a director for RiverLink, the YMCA, United Way, the North Carolina Bankers Association and other community
8
organizations. In July 2017, Mr. Stonestreet was appointed to the North Carolina Banking Commission for a four-year term.
Mr. Stonestreet's 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.
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. Since 2012, he
has also 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 is Chairman of the
Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust
Bancshares and HomeTrust Bank since October 1, 2015.
Mr. James’s many years of experience in the banking industry, including having served as a CEO and in other senior
executive positions, make him a valuable member of the Board.
Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region
Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT
Director for Atrium's North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology
and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz currently serves as an elder of Lexington’s First Presbyterian Church and volunteers for Crisis Ministry of Davidson County. Mr. Koontz has also served as
President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz has served as a director of Industrial Federal Bank since 1990. Mr. Koontz became a director of
HomeTrust Bank in 2010.
Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems
that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled with his knowledge of and
experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.
F.K. McFarland, III. Mr. McFarland has served as President of McFarland
Funeral Chapel, Inc. Mr. McFarland has served on a number of other community boards, including the board of trustees of St. Luke's Hospital, the zoning board for Tryon, North Carolina, the Hospice of the Carolina Foothills, the Polk County,
North Carolina Chamber of Commerce, the American Cancer Society – Polk County Unit (as Chairman) and the Forbes Foundation, a philanthropic organization. Mr. McFarland joined the Board of Directors of HomeTrust Bank in 2003.
Mr. McFarland adds value to the Board through his experience as a small business owner and operator for over 30
years and his strong ties to the local community from his other board service.
Sidney A. Biesecker. On January 31, 2015, Mr. Biesecker retired as
Senior Vice President of HomeTrust Bank and President for HomeTrust Bank's Industrial Federal Bank division, positions he had held since HomeTrust Bank's acquisition of Industrial Federal Bank in February 2010. Prior to the acquisition, Mr.
Biesecker held various officer positions for Industrial Federal Bank since 1974, including President and Chief Executive Officer since 1990. Mr. Biesecker has served as a director of Industrial Federal Bank since 1992. Mr. Biesecker was
appointed to the
9
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 Board Chair of the Lexington Housing Community Development Corporation for Davidson County, North Carolina.
From over 40 years working for Industrial Federal Bank, Mr. Biesecker brings to the Board extensive knowledge of
nearly all areas of banking operations and experience in all aspects of risk management.
John A. Switzer. Mr. 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, a publicly traded business development company, where he also serves as the audit committee chairman. He also is a director of CTE (Carolina Tractor
and Equipment Company) and a current board member for the Foundation for the Mint Museum and the National Association of Corporate Directors Carolinas Chapter. In addition, he has served on numerous other not-for-profit boards in several cities
throughout his career. Mr. Switzer joined the Board effective September 3, 2019 after having served as an advisory director of HomeTrust Bancshares 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 expected to be of great benefit to our board of directors.
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). Mr. Williams is a director of Coca-Cola Consolidated, Inc. He also is a current board member for Atrium Health, Central Piedmont Community College, National Association of Corporate Directors – Carolinas Chapter and Hope Haven, Inc.
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), and Bank of Commerce (2008-2014). Additionally, he 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 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.
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, 2019.
C. Hunter Westbrook. Mr. Westbrook, age 56, was promoted to Senior
Executive Vice President and Chief Operating Officer of HomeTrust Bancshares and HomeTrust Bank effective October 1, 2018. 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, Mr. Westbrook served as Executive Vice
President and Chief Operations Officer
10
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.
Tony J. VunCannon. Mr. VunCannon, age 54, 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.
Marty T. Caywood. Mr. Caywood, age 47, 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 57, 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.
R. Parrish Little. Mr. Little, age 51, joined HomeTrust Bank in March
2015 as Executive Vice President and Chief Risk Officer. Mr. Little 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.
Paula C. Labian. Ms. Labian, age 61, joined HomeTrust Bank in January
2019 as Executive Vice President and Chief Human Resources Officer. Ms. Labian has more than 25 years of broad industry experience in human resource development, strategy and leadership. She began her career in financial services in southern
California with Bank of Coronado and Guild Mortgage Company, managing human resources and administering loan officer compensation as well as training. Ms. Labian has held senior level positions with Blue Cross Blue Shield of Florida, Whole Foods
Market, Alterra Mountain Company and CoBiz Financial, serving as Vice President, Human Resources and Employee Services for Alterra from 2014 until 2017 and most recently serving as Senior Vice President, Director of Human Resources for CoBiz
Financial from 2017 until the completion of the sale of that company in October 2018.
Director Independence
The Company’s Board of Directors has determined that the following directors, constituting a majority of the
Board, are “independent directors,” as that term is defined in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market (“NASDAQ”): Biesecker, Dinsmore, Goforth, James, Kendall, Koontz, McFarland, Switzer and Williams.
11
Board Leadership Structure and Role in Risk Oversight
Leadership Structure. We
currently combine the positions of Chief Executive Officer and Chairman into one position. We believe that this structure is appropriate because of the primarily singular operating environment of the Company and HomeTrust Bank, with our
predominant focus on being a provider of retail financial services. Having the Chief Executive Officer and Chairman involved in the daily operations of this focused line of operations improves 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. Because the Chairman and Chief Executive Officer positions are currently combined, the Board of Directors decided 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.
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 Committee of the Board of Directors include the consideration of risks in connection with
incentive and other compensation programs. See “—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 year ended June 30, 2019, the
Board of Directors of the Company held fifteen meetings and the Board of Directors of the Bank held fifteen meetings. During fiscal year 2019, 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; Compensation Committee; Executive and Risk Committee; Governance and Nominating Committee; Investment Committee; and Mergers and Acquisitions Committee.
Audit Committee. The
Audit Committee is currently comprised of Directors Dinsmore (Chairman), Kendall, Koontz, McFarland, Switzer and Williams 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
12
that each of Mr. Dinsmore, 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” and then “Governance Documents.” 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 ten
times in fiscal 2019.
Compensation Committee. The Compensation Committee is currently comprised of Directors Koontz (Chair), Dinsmore, Goforth, James and Switzer, 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:
| • |
overseeing the evaluation of management and determining the compensation for executive officers, including salary, bonus, short-term incentives, long-term incentives and all other
forms of compensation, including participation in tax-qualified and non-qualified benefit plans. This includes evaluating performance following the end of incentive periods and setting specific awards for executive officers;
|
| • |
reviewing and approving the amount of the Company’s matching and profit sharing contributions under the 401(k) plan each year;
|
| • |
performing such duties and responsibilities as may be assigned to the Committee under the terms of any executive or employee compensation plan;
|
| • |
reviewing annually all employment contracts of the Company’s executive officers and approving the amendment, extension or termination of such contracts as deemed appropriate, and
consider any proposed new employment contracts with executive officers;
|
| • |
periodically reviewing and recommending to the Board the appropriate level of compensation and the appropriate mix of cash compensation and equity compensation for Board and Board
committee service; and
|
| • |
overseeing succession planning for the Company’s executive management team.
|
The Compensation Committee operates under a formal written charter, a copy of which
is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information” and then “Governance Documents.” In fiscal year 2019, the Compensation Committee met thirteen 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
13
Pearl Meyer, see “Executive Compensation—Compensation Discussion and Analysis-What Guides Our Program-Role of Independent Compensation
Consultant.”
The charter of the Compensation Committee does not specifically provide for delegation of any of the authorities
or responsibilities of the committee. For a discussion of the role of executive officers in setting executive pay, see “Executive Compensation—Compensation Discussion and Analysis-What Guides Our Program-Role of Executive Officers in Determining
Compensation.”
Executive and Risk Committee. The Executive and Risk Committee is currently comprised of Directors Williams (Chairman), Dinsmore, Koontz and Stonestreet. 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:
| • |
review and discuss the following with management: the Company’s risk appetite statement and risks to corporate strategy; alignment of strategy and business objectives with the
Company’s stated mission, vision and core values; significant business decisions, including mergers and acquisitions, capital allocations, funding, and dividend-related decisions to understand the risks to the Company; responses to
significant fluctuations in the performance of the Company or the risks impacting the Company; and corporate culture and desired behaviors, including responses to instances of deviations from core values;
|
| • |
review and approve policies, systems and processes for risk data aggregation and model governance;
|
14
| • |
review and approve the Company’s information security program and receive reports from management on the status of the program activities and any significant risks to the Company or
customers.
|
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” and then “Governance Documents.” The Executive and Risk Committee met four times during fiscal year 2019.
Governance and Nominating Committee. The Governance and Nominating Committee is currently comprised of Directors Williams (Chairman), Biesecker, Kendall and James, 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” and then “Governance Documents.” The Governance and Nominating Committee has the following responsibilities under
its charter:
| • |
recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board;
|
| • |
recommend candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in the Company’s charter and bylaws relating
to the nomination or appointment of directors, giving consideration to the candidate’s particular experience, qualifications, attributes or skills in view of the following criteria, as applicable: 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 of backgrounds and experience among its members;
|
| • |
review proposals submitted by stockholders for business to be conducted at annual meetings of stockholders;
|
| • |
determine the criteria for the selection of the Chair and Vice Chair/Lead Director of the Board and make recommendations to the Board for these positions;
|
15
| • |
annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary;
|
| • |
recommend to the Board a set of corporate governance principles applicable to the Company, review those principles at least annually and perform the responsibilities assigned to the
Committee under those principles. Implement other policies regarding corporate governance matters as deemed necessary or appropriate;
|
| • |
oversee an annual performance evaluation of the Board;
|
| • |
recommend advisory directors and emeritus directors; and
|
| • |
perform any other duties or responsibilities delegated to the Committee by the Board.
|
Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Board
of Directors or by any stockholder entitled to vote for the election of directors who complies with the notice procedures. Pursuant to the Company’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 five times during fiscal year 2019.
Investment Committee. The Investment Committee is currently comprised of Directors Biesecker (Chairman), Goforth, James and McFarland. The Investment Committee is responsible for the approval of the Company’s
investment strategies and for monitoring the Company’s investment performance. During fiscal 2019, the Investment Committee met two times.
Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee is currently comprised of Directors James (Chairman), Dinsmore, Switzer and Williams. The Mergers and Acquisitions Committee is responsible for reviewing potential merger
and acquisition transactions and, if appropriate, recommending such transactions to the Board of Directors for the Board’s consideration and approval. The Mergers and Acquisitions Committee did not meet during fiscal 2019, as this committee was
formed subsequent to fiscal year end.
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. Each person then serving as a director attended the Company’s last annual meeting of stockholders.
16
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 2019 other than Mr. Stonestreet, the Company’s Chairman, President and Chief Executive Officer. During
fiscal 2019, Mr. Stonestreet did not receive any compensation for his service as a director. For information regarding Mr. Stonestreet’s compensation for service as
an executive officer, see “Executive Compensation.” The table also includes information regarding the compensation earned, for
service as an advisory director, by Mr. Switzer, who became a director of the Company and the Bank effective September 3, 2019 after having served as an advisory director since January 1, 2019.
|
Name
|
Fees
Earned Or Paid in Cash ($) |
Stock
Awards ($)(4) |
Option
Awards ($)(5) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) |
All Other
Compensa- tion ($)(7) |
Total
($) |
||||||||||||||||||
|
Sidney A. Biesecker(1)
|
$
|
33,600
|
$
|
19,257
|
$
|
13,524
|
---
|
$
|
126
|
$
|
66,507
|
|||||||||||||
|
Robert G. Dinsmore, Jr.
|
$
|
59,000
|
$
|
19,257
|
$
|
13,524
|
$
|
941
|
$
|
295
|
$
|
93,017
|
||||||||||||
|
J. Steven Goforth
|
$
|
37,000
|
$
|
19,257
|
$
|
13,524
|
$
|
4,477
|
$
|
31,296
|
$
|
105,554
|
||||||||||||
|
Robert E. James, Jr.
|
$
|
40,400
|
---
|
$
|
5,880
|
---
|
$
|
600
|
$
|
46,880
|
||||||||||||||
|
Laura C. Kendall
|
$
|
39,400
|
---
|
$
|
5,880
|
---
|
$
|
600
|
$
|
45,880
|
||||||||||||||
|
Craig C. Koontz
|
$
|
54,000
|
$
|
19,257
|
$
|
13,524
|
$
|
25,987
|
$
|
126
|
$
|
112,894
|
||||||||||||
|
F.K. McFarland, III
|
$
|
37,000
|
$
|
19,257
|
$
|
13,524
|
$
|
10,873
|
$
|
126
|
$
|
80,780
|
||||||||||||
|
Peggy C. Melville(1) (2)
|
$
|
16,500
|
---
|
---
|
$
|
7,932
|
$
|
8,139
|
$
|
32,571
|
||||||||||||||
|
John A. Switzer(3)
|
$
|
14,600
|
---
|
---
|
---
|
---
|
$
|
14,600
|
||||||||||||||||
|
Richard T. Williams
|
$
|
66,200
|
---
|
$
|
5,880
|
$
|
64
|
$
|
600
|
$
|
72,744
|
|||||||||||||
_______________
|
(1)
|
Mr. Biesecker and Ms. Melville are former employees of HomeTrust Bank. Information regarding compensation provided to them during
fiscal 2019 for their service as former employees is provided under “Transactions with Related Persons.”
|
|
(2)
|
Ms. Melville retired as a director of the Company and the Bank on November 26, 2018.
|
|
(3)
|
Mr. Switzer’s fees earned or paid in cash represent fees for his service as an advisory director.
|
|
(4)
|
Represents the grant date fair value under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (“ASC
Topic 718”), of an award of 700 shares of restricted stock to each of Messrs. Biesecker, Dinsmore, Goforth, Koontz, and McFarland, which is scheduled to vest in full on February 11, 2020. The assumptions used in the calculations of the
grant date fair value amounts are included in Note 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the SEC. As of June 30,
2019, each of Messrs. Biesecker, Dinsmore, Goforth, Koontz and McFarland held 700 unvested shares of restricted stock and each of Messrs. James and Williams and Ms. Kendall held 3,000 unvested shares of restricted stock.
|
|
(5)
|
Represents the grant date fair value under ASC Topic 718 of an award of an option to purchase 2,300 shares of common stock to each
of Messrs. Biesecker, Dinsmore, Goforth, Koontz, and McFarland, and an option to purchase 1,000 shares of common stock to each of Messrs. James and Williams and Ms. Kendall, which is scheduled to vest in full on February 11, 2020. The
assumptions used in the calculations of the grant date fair value amounts are included in Note 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,
2019 filed with the SEC. As of June 30, 2019, each of Messrs. Dinsmore, Goforth, and McFarland held options to purchase 43,700 shares of common stock, Ms. Melville held options to purchase 41,400 shares of common stock, each of Messrs.
Biesecker and Koontz held options to purchase 35,700 shares of common stock and each of Messrs. James and Williams and Ms. Kendall held options to purchase 12,000 shares of common stock.
|
|
(6)
|
Includes the aggregate of (i) the change in the actuarial present value of the director’s accumulated benefit under HomeTrust
Bank’s Director Emeritus Plan (the “Director Emeritus Plan”) from June 30, 2018 to June 30, 2019 and (ii) above market interest on amounts deferred under HomeTrust Bank’s non-qualified deferred compensation plan (the “Deferred
Compensation Plan”), respectively, as follows: Mr. Biesecker – (i) $0 and (ii) $0; Mr. Dinsmore – (i) $0 and (ii) $941; Mr. Goforth – (i) $(1,055), reflected as zero in the table per SEC rules, and (ii) $4,477; Mr. James – (i) $0 and (ii)
$0; Ms. Kendall – (i) $0 and (ii) $0; Mr. Koontz – (i) $25,503 and (ii) $484; Mr. McFarland – (i) $10,272 and (ii) $601; Ms. Melville – (i) $5,734 and (ii) $2,198; and Mr. Williams – (i) $0 and (ii) $64. Messrs. Biesecker, Dinsmore,
James, Switzer and Williams and Ms. Kendall currently do not participate in the Director Emeritus Plan. For additional information, see “—Director Emeritus Plan.” The compensation amount for fiscal 2019 for Ms. Melville under her
Retirement Payment Agreement (as defined below) is provided under “Transactions with Related Persons—Peggy C. Melville.”
|
|
(7)
|
Includes dividends paid on unvested shares of restricted stock, as follows: Mr. Biesecker – $126; Mr. Dinsmore – $295; Mr. Goforth
– $126; Mr. James – $600; Ms. Kendall – $600; Mr. Koontz – $126; Mr. McFarland – $126; Ms. Melville – $42; and Mr. Williams – $600. Also includes distributions under the Director Emeritus Plan of $31,170 to Mr. Goforth and $8,097 to Ms.
Melville.
|
Director Retainer and Fees
During the fiscal year ended June 30, 2019, each non-employee director of the Company and the Bank was paid an
annual retainer of $15,000, plus $2,000 for each Board meeting attended and $600 for each Board committee meeting attended. For Board and Board committee meetings held by telephone, the fee amounts could be less
17
depending on the duration of the meeting. No fee was paid for the first three special Board meetings of the fiscal year held in
person or for the first three special Board meetings of the fiscal year held by telephone. During fiscal 2019, the chairs of the Audit, Compensation and Governance and Nominating Committees (currently Messrs. Dinsmore, Koontz and Williams,
respectively) were paid additional annual retainers of $10,000, $5,000 and $5,000, respectively, and the Vice Chair and Lead Director (currently Mr. Williams) was paid an additional annual retainer of $15,000.
Effective July 1, 2019, the compensation arrangement for non-employee directors 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 with a grant date value of approximately $30,000; and (v) an additional annual cash retainer of $15,000 for the Vice Chair and 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.
Directors who are also employees of HomeTrust Bank do not receive an annual retainer or other fees for serving on
the Board.
Certain of the directors listed in the table under “Director Compensation” above serve on HomeTrust Bank Community
Boards. Mr. Goforth is a member of the HomeTrust Bank Community Board in Shelby, Mr. McFarland is chair of the HomeTrust Bank Community Board in Tryon and Messrs. Biesecker and Koontz are members of the HomeTrust Bank Community Board in
Lexington. During fiscal 2019, the directors of HomeTrust Bank who serve as community board members were not provided with additional compensation for such service.
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 (the “Omnibus Plan”) was approved. The Omnibus Plan allows for the grant of stock options, stock appreciation rights, restricted
stock, restricted share units and cash awards to eligible participants. The Omnibus Incentive Plan is similar to equity-based incentive plans adopted by other newly converted thrift institutions.
During fiscal 2019, Messrs. Biesecker, Dinsmore, Goforth, Koontz and McFarland were each awarded an option to
purchase 2,300 shares of the Company’s common stock at an exercise price per share of $27.51 (the closing price of the Company’s common stock on the date of grant), vesting in full on the first anniversary of the grant date, and 700 shares of
restricted stock, vesting in full on the first anniversary of the grant date. Also, during fiscal 2019, Mr. James, Ms. Kendall and Mr. Williams were each awarded an option to purchase 1,000 shares of the Company’s common stock at an exercise
price per share of $27.51 (the closing price of the Company’s common stock on the date of grant), vesting in full on the first anniversary of the grant date.
As noted under “-Director Retainer and Fees,” effective July 1, 2019, non-employee directors will receive an
annual restricted stock award with a grant date value of approximately $30,000.
Director Emeritus Plan
Under the Director Emeritus Plan, upon termination of service as a director other than for cause, a participating
director becomes an emeritus director and is entitled to be paid a monthly director emeritus fee as set forth in his or her joinder agreement to the Director Emeritus Plan, for the benefit period specified in the joinder agreement. Directors
Biesecker and Stonestreet do not currently participate in the Director Emeritus Plan. Directors Biesecker and Stonestreet are entitled to additional benefits under HomeTrust Bank’s Executive Supplemental Retirement Income Plan (the “SERP”).
Directors Dinsmore, James, Kendall, Switzer 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.
18
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 and Former Director Melville. Under their joinder
agreements, each of Director McFarland and Former Director Melville 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. Ms.
Melville, who retired from HomeTrust Bank as an employee in 2008, also is entitled to a benefit under the SERP. See “Transactions with Related Persons-Peggy C. Melville.”
Director Goforth. Under his joinder agreement, Director Goforth is
entitled to (i) a 20-year director emeritus benefit in the annual amount of $18,000, with such amount increasing 5% per year after the first year of the benefit period, and (ii) a 20-year director emeritus benefit, with the annual payout amount
starting at $12,000 in Year 1 and increasing to $44,638 in Year 20.
Retirement Payment Agreement
HomeTrust Bank is a party to a retirement payment agreement (“Retirement Payment Agreement”) with Former Director
Melville pursuant to which she is entitled to a monthly retirement benefit for a ten-year period commencing at age 65. The retirement benefit is in consideration for her waiver of an agreed-upon amount of salary for five years after entering
into the Retirement Payment Agreement. This benefit is funded by a life insurance policy payable to HomeTrust Bank in the event of her death. The Retirement Payment Agreement with Ms. Melville was entered into in 1987. The (i) amount of
compensation waived per month by Ms. Melville and (ii) the monthly retirement benefit payable to Ms. Melville are as follows: (i) $200 and (ii) $1,190.
The compensation amount for fiscal 2019 for Ms. Melville under her Retirement Payment Agreement (which related to
her prior service as an employee of HomeTrust Bank) is provided under “Transactions with Related Persons—Peggy C. Melville.”
Stock Ownership Guidelines
Effective September 1, 2017, we adopted stock ownership guidelines applicable to our directors and executive
officers in order to further align their interests with the interests of our stockholders. These guidelines are described under “Executive Compensation—Compensation Discussion and Analysis-Other Compensation Practices, Policies and
Guidelines-Stock Ownership Guidelines.”
19
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 tables containing specific
information about compensation paid or payable to the following individuals, whom we refer to as our “named executive officers”:
| • |
Dana L. Stonestreet, Chairman, President and Chief Executive Officer;
|
| • |
C. Hunter Westbrook, Senior Executive Vice President and Chief Operating Officer (Executive Vice President and Chief Banking Officer prior to October 1, 2018);
|
| • |
Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer;
|
|
•
|
Marty T. Caywood, Executive Vice President and Chief Information Officer; and
|
The discussion below is intended to help you understand the detailed information provided in those tables and put
that information into context within our overall compensation program.
Executive Summary
Business
Highlights. Fiscal 2019 ended on a high note set by record net income. We had over $1 billion in loan originations for the second year in a row; net organic loan growth of 10%; SBA loan sales that generated $3.4 million in noninterest
income; and our new equipment finance line of business originated $147 million in loans and leases during the year. Continued improvements in our financial performance led to our first cash dividend along with the adoption of our sixth stock
repurchase program. Our senior leadership team remains focused and disciplined on executing our strategic plan to deliver more value to our customers and stockholders.
The following are highlights for the fiscal year ended June 30, 2019 compared to the fiscal year
ended June 30, 2018:
| • |
net income and diluted earnings per share increased to a record $27.1 million and $1.46 per share;
|
| • |
net interest income increased $5.5 million, or 5.5%, to $106.9 million from $101.3 million;
|
| • |
noninterest income increased 21% to $22.9 million from $19.0 million;
|
| • |
provision for loan losses increased to $5.7 million from $0;
|
| • |
net loans receivable increased 7.1% to $2.7 billion from $2.5 billion;
|
| • |
organic net loan growth was $228.6 million, or 9.7% compared to $171.3 million, or 7.8%;
|
| • |
nonperforming assets decreased 9.0% to $13.3 million, or 0.38% of total assets, compared to $14.6 million, or 0.44% of total assets;
|
| • |
total deposits increased 6.0% to $2.3 billion from $2.2 billion; and
|
20
| • |
1,149,785 shares of common stock were repurchased during fiscal 2019 at an average price of $26.65 per share.
|
Say on
Pay and Key Compensation Actions. On the “say on pay vote” at our last annual meeting of stockholders (held in November 2018), the percentage of votes cast in favor
was 55%. We believe a primary reason for this result was a one-time equity retention award granted to Mr. Stonestreet during fiscal 2018.
The Compensation Committee is steadfast in its commitment to align the Company’s executive compensation programs with stockholder interests and expectations, while balancing the need to attract, motivate and retain
high-performing leaders. In pursuit of this commitment, the Compensation Committee made the following key compensation-related decisions during fiscal 2019:
| • |
Mr. Stonestreet’s entire annual equity award for fiscal 2019 was in the form of performance-based restricted stock units;
|
| • |
all other named executive officers were granted 50% of the value of their fiscal 2019 annual equity award in performance-based restricted stock units and 50% in
time-based restricted stock;
|
| • |
the Company entered into a change in control severance agreement with Mr. Caywood effective April 1, 2019, upon his promotion to executive officer status.
|
21
Best-Practice Compensation Approaches. To support long-term value creation, we follow good governance practices, including the following:
|
Pay for performance, minimum performance requirements and capped payouts
|
Our annual incentives require minimum levels of performance before amounts are earned and also have a cap on maximum payouts.
The entirety of Mr. Stonestreet’s equity award during fiscal 2019 was performance-based and a substantial portion of the equity awards during fiscal 2019 to the other named executive officers were performance-based.
|
|
Appropriate risk-taking
|
We set challenging, yet achievable performance goals that are centered around our internal financial plan, which we believe will
not encourage risk taking outside the range of risk inherent in our business.
|
|
Clawback provisions
|
Our annual incentives are subject to clawback if we are required to restate our financial results.
|
|
Limited perquisites
|
Other than providing Mr. Stonestreet with a company automobile and providing Mr. Westbrook with an automobile allowance, we do
not provide the named executive officers with any perquisites or other personal benefits.
|
|
No golden-parachute excise tax gross-ups
|
We have not entered into any agreements that provide a golden parachute excise tax gross-up in the event of a change in control.
|
|
“Double-trigger” severance benefits in the event of a change in control
|
In the event of a change in control, the payment of severance benefits to the named executive officers under their employment
(Messrs. Stonestreet, Westbrook and VunCannon) and change in control severance (Messrs. Caywood and Houghton) agreements are set to a “double trigger.” This means that these severance benefits will not be paid unless there is also a
qualifying termination of employment upon or after the change in control.
|
|
No repricing or exchanges of underwater stock options
|
Our Omnibus Plan prohibits the repricing or exchange of underwater stock options without stockholder approval.
|
|
Significant stock ownership requirement
|
Our executive officers and directors are required to accumulate and hold our common stock equal to a multiple of base salary
(three times base salary for Mr. Stonestreet and one times base salary for each of the other named executive officers) or annual Board retainer (five times annual retainer for each non-employee director).
|
|
No hedging or pledging
|
Our executive officers and directors are prohibited from hedging or pledging our securities.
|
|
Annual say on pay vote
|
The Company values stockholder feedback and will hold a say on pay vote on an annual basis.
|
22
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 which govern executive compensation. Our current compensation philosophy is designed
to:
| • |
attract the right people and retain top performers;
|
| • |
be competitive with other companies of similar size and complexity;
|
|
•
|
reward and motivate behaviors consistent with our culture and values;
|
| • |
inspire and motivate employees, both individually and as a team, to execute our vision, business strategy and drive for enduring customer satisfaction; and
|
| • |
differentiate rewards for our top performers through performance-based compensation.
|
Our compensation philosophy is supported by the elements of our executive compensation program listed in the table
below. These compensation elements provide a balanced mix of guaranteed compensation and variable, at-risk compensation with an emphasis on annual and long-term incentives.
|
Compensation Element
|
Form
|
Description
|
|
Base Salary
|
Cash (Fixed)
|
Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent
|
|
Annual Incentives
|
Cash (Variable)
|
Focuses executives on achieving annual financial and strategic goals that drive long-term stockholder value
|
|
Long-Term Incentives
|
Equity (Variable)
|
Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s retention
strategy
|
Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our named executive officers. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee
works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee operates under a formal written charter, a copy of
which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Information” and then “Governance Documents.”
The Committee makes all final compensation and equity award decisions regarding our chief executive officer and other
named executive officers.
Role of Executive Officers in Determining Compensation.
Mr. Stonestreet recommends to the Compensation Committee compensation of the named executive officers other than himself. Mr. Stonestreet is not involved with any aspect of determining his own compensation.
Role of Independent Compensation Consultant. The Compensation Committee
has engaged Pearl Meyer as its independent compensation consultant to review our executive and director compensation programs and arrangements from time to time. As a result of these reviews, the base salaries of the named executive officers
have been adjusted to reflect market-based levels using peer group and survey data. See “-2019 Executive Compensation Program in Detail-Base Salaries.” The Compensation Committee also consulted with Pearl Meyer in
connection
23
with the adoption and implementation of the SOC Incentive Program and equity awards granted under the Omnibus Incentive Plan. See “-2019 Executive Compensation Program in Detail-Annual Incentives” and “-2019 Executive Compensation Program in Detail -Omnibus Incentive Plan.”
Under its engagement letter, Pearl Meyer acknowledged that it was retained by and performs its services for the
Compensation Committee. In performing work for the Compensation Committee, Pearl Meyer interacts with Company management as part of the process for developing information and data required by the Compensation Committee.
The Compensation Committee has assessed the independence of Pearl Meyer pursuant to the NASDAQ Listing Rules and
the Compensation Committee has concluded that Pearl Meyer’s work for the Compensation Committee has not raised any conflict of interest.
Role of Peer Groups. In setting
the named executive officers’ compensation levels, the Compensation Committee typically reviews proxy statement data of compensation paid to the executive officers of other community banks and thrifts comparable to us in size and complexity. The
most recent such analysis, which was done in conjunction with a review of our compensation program by Pearl Meyer, included the following institutions, which ranged in asset size from $1.9 billion to $5.9 billion:
|
American National Bankshares, Inc.
|
Bryn Mawr Bank Corporation
|
||||
|
CapStar Financial Holdings, Inc.
|
City Holding Company
|
||||
|
CNB Financial Corporation
|
Community Trust Bancorp, Inc.
|
||||
|
FB Financial Corporation
|
First Bancorp (NC)
|
||||
|
First Community Bankshares, Inc.
|
First Defiance Financial Corp.
|
||||
|
Franklin Financial Network, Inc.
|
Peoples Bancorp Inc.
|
||||
|
Republic Bancorp, Inc.
|
Smart Financial, Inc.
|
||||
|
Southern National Bancorp of Virginia, Inc.
|
Stock Yards Bancorp, Inc.
|
||||
|
Summit Financial Group, Inc.
|
Univest Corporation of Pennsylvania
|
In addition to proxy statement data, Pearl Meyer analyzes the compensation paid to our executive officers using
national survey data for the banking industry and selects a scope of institutions comparable to us in asset size.
2019 Executive Compensation Program in Detail
Base Salaries. We seek to provide our named executive officers and other
executives with a competitive annual base salary. We do so in order to attract and retain an appropriate caliber of talent for the position. Our base salary levels reflect a combination of factors, including competitive pay levels and the
executive’s experience and tenure, individual performance and job responsibilities. We generally review salary levels annually to recognize these factors.
Effective October 1, 2018 (during fiscal 2019), the base salaries of
Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton increased by 3.00%, 12.00%, 4.00%, 14.29%, and 4.00%, respectively, to $525,300, $374,080, $250,640, $200,000, and $234,000, respectively. The base salary of Mr. Westbrook was
increased primarily to reflect his promotion to Senior Executive Vice President and Chief Operating Officer effective October 1, 2018 and the additional responsibilities this new position entails. The increases in the base salaries of the other
executive officers were merit-based and to maintain such salaries at approximately the 50th percentile of the survey benchmark data for their positions. Effective April 1, 2019, the base salary of Mr. Caywood was increased to $225,000 to reflect
his promotion to Executive Vice President and Chief Information Officer and the additional responsibilities of this new position.
Effective October 1, 2019 (during fiscal 2020), the base salaries of Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton
increased by 1.00%, 1.00%, 3.00%, 7.11%, and 3.00%, respectively, to $530,553, $377,821, $258,159, $241,000, and $241,020, respectively. These increases were merit-based and to maintain such salaries at approximately the 50th percentile of the
survey benchmark data for their positions.
24
Annual Incentives. Under the
HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Program (the “SOC Incentive Program”), members of our strategic operating committee (which includes our named executive officers), are eligible to earn an annual cash bonus
ranging from 50% to 150% of their targeted incentive award opportunities based on the extent to which certain weighted performance goals have been achieved relative to a targeted level of performance. Executive officers receive a payout of 50%
of their targeted incentive award opportunities if actual performance under all performance goals is at the threshold (minimum) level of performance, 100% of their targeted incentive award opportunities if actual performance under all performance
goals is at the targeted level of performance, and 150% of their targeted incentive award opportunity if actual performance under all performance goals is at or above the stretch (maximum) level of performance, subject to the discretion of the
Compensation Committee to reduce or eliminate awards.
For fiscal 2019, the targeted incentive award opportunities (as a percentage of base salary) for Messrs.
Stonestreet, Westbrook, VunCannon, Caywood and Houghton under the SOC Incentive Program were: 55%, 40%, 30%, 30% and 30%, respectively. For Mr. Stonestreet, the SOC Incentive Program performance measures and weightings for fiscal 2019 were as
follows: adjusted net income (50% weighting); efficiency ratio (15% weighting); total loans, excluding purchased home equity lines of credit (15% weighting); and functional team goals (20% weighting). For each of the other named executive
officers, the SOC Incentive Program performance measures for fiscal 2019 were as follows: adjusted net income (45% weighting); efficiency ratio (15% weighting); total loans, excluding purchased home equity lines of credit (15% weighting); and
functional team goals (25% weighting).
The Company’s adjusted net income for fiscal 2019 (a 50% weighting in determining the bonus payable to Mr.
Stonestreet and a 45% weighting in determining the bonuses payable to each of the other named executive officers) was $26.8 million, which exceeded the threshold level of performance of $26.4 million, but was lower than the target and stretch
levels of performance of $29.3 million and $35.2 million, respectively. The adjusted net income amount for fiscal 2019 excludes adjustments of $325,000 related to the reversal of a deferred tax allowance for certain alternative minimum tax
credits. The Company’s adjusted efficiency ratio for fiscal 2019 (a 15% weighting in determining the bonuses payable to all named executive officers) was 68.83%, which was lower (i.e., better) than the threshold and target levels of performance
of 71.74% and 69.24%, respectively, but higher than the stretch level of performance of 66.82%. The adjusted efficiency ratio for fiscal 2019, which was calculated by dividing total non-interest expense of $90.1 million by total income of $130.9
million, includes in total income $1.2 million in tax equivalent adjustments for tax-free interest income on municipal leases. The Company’s total loans (excluding purchased home equity lines of credit) at the end of fiscal 2019 (a 15% weighting
in determining the bonuses payable to all named executive officers) were $2.59 billion, which was higher than the threshold and target levels of performance of $2.48 billion and $2.52 billion, respectively, but lower than the stretch level of
performance of $2.60 billion.
As noted above, functional team goals had a 20% weighting in determining the bonus payable to Mr. Stonestreet and a 25% weighting in
determining the bonuses payable to each of the other named executive officers. In the case of Mr. Stonestreet, who leads and is ultimately responsible for the performance of the other members of our strategic operating committee, goals achieved
reflect those collectively achieved by the other members of the strategic operating committee. In the case of Mr. Westbrook, goals achieved included growing the loan portfolio, the development and growth of the equipment finance and Small
Business Administration (SBA) lines of business and increasing non-interest income. In the case of Mr. VunCannon, goals achieved included successful preparation for upcoming financial reporting changes, implementing wholesale investment and
funding strategies, enhancing internal financial reporting and budgeting, and preparation for the Bank’s core information system conversion. In the case of Mr. Caywood, goals achieved included preparation for the implementation of a new core
technology and information system, implementing a new commercial and treasury management internet banking system, and the completion and implementation of a new small business lending platform. In the case of Mr. Houghton, goals achieved
included implementing a small business banking credit process and line of business, enhancing customer service by providing timely responses to credit requests, the credit quality performance of the loan portfolio, improving the Bank’s credit
culture and successfully managing problem assets. Bonuses for functional team goals performance were paid out at target or less.
The bonus amounts payable for fiscal 2019 to the named executive officers are set forth in the Summary
Compensation Table under the “Non-Equity Incentive Plan Compensation” column.
25
For fiscal 2020, the targeted incentive award opportunities (as a percentage of base
salary) for Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton under the SOC Incentive Program will be: 55%, 40%, 30%, 30% and 30%, respectively. For Mr. Stonestreet, the SOC Incentive Program performance measures and weightings for
fiscal 2020 will be as follows: adjusted net income (50% weighting); efficiency ratio (10% weighting); total loans, excluding purchased home equity lines of credit (10% weighting); total non-brokered deposits (10% weighting); and functional team
goals (20% weighting). For each of the other named executive officers, the SOC Incentive Program performance measures for fiscal 2020 will be as follows: adjusted net income (45% weighting); efficiency ratio (10% weighting); total loans,
excluding purchased home equity lines of credit (10% weighting); total non-brokered deposits (10% weighting); and functional team goals (25% weighting).
The SOC Incentive Program document contains a clawback provision, which provides that if we are required to
restate our financial statements due to our material non-compliance with any financial reporting requirement, a participant must, unless otherwise determined in the sole discretion of the Committee, reimburse us to the extent any incentive
payment to the participant was calculated based on financial results that were required to be restated.
Omnibus Incentive Plan. Equity-based awards under the Omnibus Plan
provide a long-term incentive to award participants and align their interests with the interests of our stockholders by providing the award recipient the opportunity to participate in the appreciation, if any, in the Company’s stock price which
may occur after the date the award is granted.
During fiscal 2019, the named executive officers were each granted performance-based restricted stock units, with
performance measured by the cumulative fully diluted earnings per share of the Company over the three-year period ending June 30, 2021, calculated in accordance with accounting principles generally accepted in the United States, exclusive of the
after-tax effects of (i) merger and consolidation costs, (ii) deleveraging programs implemented by the Company, (iii) changes in unrealized gain (loss) on speculative derivatives and (iv) other adjustments as determined by the Compensation
Committee. Payout will range from 50% of the target number of shares for performance at 90% of target to 150% of the target number of shares for performance at 110% of target. The target number of shares underlying the performance-based awards
to Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton were 5,250, 1,625, 875, 875 and 875, respectively.
During fiscal 2019, Messrs. Westbrook, VunCannon, Caywood and Houghton also were awarded 1,625, 875, 875 and 875
shares of restricted stock, respectively, with time-based vesting. These awards are scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. Mr. Stonestreet did not receive a time-based
restricted stock award ─ his entire equity award was granted in performance-based restricted stock units as described above. In addition, Mr. Caywood, who was selected during fiscal 2019 to succeed the Company’s retiring chief information
officer, was granted an option to purchase 15,000 shares of Company common stock at an exercise price per share of $27.51 (the closing price per share on the grant date), vesting in five equal annual installments commencing on the first
anniversary of the grant date.
Other Compensation Practices, Policies and Guidelines
Stock Ownership Guidelines. Effective September 1, 2017, we adopted
stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. The minimum levels of common stock ownership under the guidelines are as follows:
Chief Executive Officer – three times base salary; other executive officers – one times base salary; and non-employee directors – five times annual Board retainer. Shares qualifying for purposes of the guidelines include shares owned directly,
shares owned indirectly in which the director or executive officer has a pecuniary interest, vested and unvested shares of time-based restricted stock, shares underlying vested and unvested time-based restricted stock units and shares underlying
unexercised vested in-the-money stock options using a “net settlement” methodology (i.e., not counting shares that would be withheld upon a net exercise of the option to cover the exercise price and applicable tax obligations). Unearned
performance shares awarded to executive officers do not qualify for purposes of the guidelines.
Our directors and executive officers are required to satisfy their minimum levels of ownership by the end of the
five-year period commencing on the next July 1st following their appointment or election as a director or hiring
26
or designation as an executive officer. Progress toward, and compliance with, the minimum levels of ownership is assessed following
the end of each fiscal year, with the value of stock holdings based on the closing price of our common stock on the last trading day of the applicable fiscal year (referred to as the “determination date”). If an individual does not meet the
guidelines as of the applicable determination date, then until he or she meets the guidelines, he or she must retain 50 percent of his or her vested full value shares of common stock acquired as equity compensation after the determination date
and is prohibited from selling shares acquired after the determination date upon exercise of stock options, other than shares sold for the purpose of paying the option exercise price and covering any tax obligation. As of June 30, 2019, 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. Each of the named executive officers other than Mr. Westbrook currently participates in this plan. See “—Deferred Compensation Plan.”
Executive Medical Care Plan. HomeTrust Bank maintains an Executive
Medical Care Plan (the “EMCP”), which is a nonqualified, deferred compensation plan under which certain key employees are given the opportunity to contribute toward, and to receive employer contributions toward, certain health and long-term care
benefits, including the payment of health and long-term care plan premiums and the reimbursement of medical expenses. Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the EMCP. For additional
information regarding the EMCP and the EMCP benefits of each of the participating named executive officers, see “—Executive Medical Care Plan.”
Executive Supplemental Retirement Income Plan (SERP). Under HomeTrust
Bank’s SERP, a participating executive is entitled to receive an annual supplemental retirement income benefit as specified in his or her joinder agreement to the SERP master agreement, payable monthly, commencing on his or her benefit
eligibility date or on the date specified in his or her joinder agreement. Unless a different date is specified in the executive’s joinder agreement, the benefit eligibility date is the first day of the month next following the later of the
month in which the executive attains age 55 or separates from service with the Bank (subject to a six-month delay for employees subject to Section 409A of the Internal Revenue Code to the extent necessary to comply with Section 409A) for any
reason other than cause. Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the SERP. Both the SERP and the Director Emeritus Plan were established by HomeTrust Bank when it was a mutual
institution to compensate senior executives and directors for their service to HomeTrust Bank in recognition of the fact that equity incentive plans are not available to mutual institutions. The Company has fully accrued for the expense
associated with the present values of the accumulated benefits under the SERP and the Director Emeritus Plan. For additional information regarding the SERP and the specific terms of the SERP benefits of each of the participating named executive
officers, see “—Executive Supplemental Retirement Income Plan.”
KSOP. Effective July 1, 2015, the HomeTrust Bank 401(k) plan and the
employee stock ownership plan (the “ESOP”) were combined to form the HomeTrust Bank KSOP (the “KSOP”). Participation in the 401(k) component of the KSOP is available to all of our employees who meet minimum eligibility requirements. This plan
allows our employees to save money for retirement in a tax-advantaged manner. During fiscal 2019, we matched employee contributions, to the extent allowed under qualified plan limitations, fifty cents on the dollar up to 6% of compensation. The
ESOP was established in connection with HomeTrust Bank’s July 2012 mutual-to-stock conversion and HomeTrust Bancshares’ initial public stock offering. The ESOP component of the KSOP gives
27
eligible employees an equity interest in HomeTrust Bancshares, thereby aligning their interests with the interests of our
stockholders, and an additional retirement benefit in the form of HomeTrust Bancshares common stock. Our contributions for fiscal 2019 under this plan to the named executive officers are reflected 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.
Stonestreet with a company automobile and providing Mr. Westbrook with an automobile allowance, we currently do not provide the named executive officers with any perquisites or other personal benefits.
Employment and Change in Control Severance Agreements. Effective
September 11, 2018, the Company entered into: (i) amended and restated employment agreements with Messrs. Stonestreet, Westbrook and VunCannon; and (ii) an amended and restated change in control severance agreement with Mr. Houghton. Effective
April 1, 2019, the Company entered into a change in control severance agreement with Mr. Caywood. These agreements are intended to be closely aligned with market-based terms and best practices in the executive
compensation area. Key changes from the prior agreements with Messrs. Stonestreet, Westbrook, VunCannon and Houghton include a significant reduction in change in control severance benefits, a requirement that the executive execute (and not
revoke) a general release of claims before receiving severance benefits, a two-year covenant not to compete following termination of employment and an expansion of the post-termination non-solicitation clause to cover customers in addition to
employees.
The prior agreements required and the new agreements require a “double trigger” in order for any payments or
benefits to be provided to the executive in connection with or following a change in control - in other words, both a change in control and an involuntary termination of employment (which includes a voluntary termination by the executive
following a material reduction in his duties, responsibilities or benefits) must occur. The purpose of providing the change in control payments is to attract and retain top level executives of the highest caliber and mitigate the risk to these
executives that their employment will be involuntarily terminated in the event we are acquired. At the same time, a change in control, by itself, will not automatically trigger a payout, as our intention is to induce the executive to remain
employed following a change in control so long as the acquiror so desires without a material reduction in the executive’s duties, responsibilities or benefits.
For additional information, see “Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and
Change in Control Severance Agreements with Messrs. Caywood and Houghton.”
28
Summary Compensation Table
The following table sets forth information concerning the compensation paid to or earned by the named executive
officers for fiscal years 2019, 2018 and 2017:
|
Name and Principal Position
|
Fiscal Year
|
Salary
($) |
Bonus
($)(3) |
Stock
Awards ($)(4) |
Option
Awards ($)(5) |
Non-
Equity Incentive Plan Compen- sation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) |
All
Other Compensation ($)(7) |
Total
Compensation ($) |
||||||||||||||||||||||||
|
Dana L. Stonestreet,
|
2019
|
$
|
521,475
|
$
|
---
|
$
|
144,428
|
$
|
---
|
$
|
235,668
|
$
|
120,174
|
$
|
25,640
|
$
|
1,047,385
|
||||||||||||||||
|
Chairman, President and
|
2018
|
$
|
505,000
|
$
|
---
|
$
|
624,000
|
$
|
863,910
|
$
|
358,872
|
$
|
112,497
|
$
|
25,033
|
$
|
2,489,312
|
||||||||||||||||
|
Chief Executive Officer
|
2017
|
$
|
483,117
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
323,400
|
$
|
611,266
|
$
|
50,933
|
$
|
1,468,716
|
||||||||||||||||
|
C. Hunter Westbrook
|
2019
|
$
|
364,300
|
$
|
---
|
$
|
89,408
|
$
|
---
|
$
|
105,346
|
$
|
---
|
$
|
27,093
|
$
|
586,147
|
||||||||||||||||
|
Senior Executive Vice President
|
2018
|
$
|
327,813
|
$
|
---
|
$
|
65,000
|
$
|
264,800
|
$
|
160,935
|
$
|
---
|
$
|
28,397
|
$
|
846,945
|
||||||||||||||||
|
and Chief Operating Officer (1)
|
2017
|
$
|
305,571
|
$
|
---
|
$
|
499,000
|
$
|
155,136
|
$
|
148,441
|
$
|
---
|
$
|
24,357
|
$
|
1,132,505
|
||||||||||||||||
|
Tony J. VunCannon,
|
2019
|
$
|
248,231
|
$
|
---
|
$
|
48,143
|
$
|
---
|
$
|
66,710
|
$
|
15,906
|
$
|
20,770
|
$
|
399,760
|
||||||||||||||||
|
Executive Vice President,
|
2018
|
$
|
238,692
|
$
|
---
|
$
|
52,000
|
$
|
165,500
|
$
|
92,407
|
$
|
14,922
|
$
|
22,810
|
$
|
586,331
|
||||||||||||||||
|
Chief Financial Officer, Corporate
|
2017
|
$
|
229,187
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
83,436
|
$
|
13,269
|
$
|
25,276
|
$
|
351,168
|
||||||||||||||||
|
Secretary and Treasurer
|
|||||||||||||||||||||||||||||||||
|
Marty T. Caywood,
|
2019
|
$
|
200,000
|
$
|
---
|
$
|
48,143
|
$
|
88,200
|
$
|
59,886
|
$
|
651
|
$
|
18,285
|
$
|
415,165
|
||||||||||||||||
|
Executive Vice President
|
|||||||||||||||||||||||||||||||||
|
and Chief Information Officer (2)
|
|||||||||||||||||||||||||||||||||
|
Keith J. Houghton
|
2019
|
$
|
231,750
|
$
|
---
|
$
|
48,143
|
$
|
---
|
$
|
62,281
|
$
|
1,520
|
$
|
20,454
|
$
|
364,148
|
||||||||||||||||
|
Executive Vice President and
|
2018
|
$
|
222,854
|
$
|
---
|
$
|
52,000
|
$
|
165,500
|
$
|
86,272
|
$
|
522
|
$
|
21,611
|
$
|
548,759
|
||||||||||||||||
|
Chief Credit Officer
|
2017
|
$
|
213,592
|
$
|
---
|
$
|
---
|
$
|
---
|
$
|
77,910
|
$
|
53
|
$
|
22,962
|
$
|
314,517
|
||||||||||||||||
_____________________
|
(1)
|
Prior to October 1, 2018, Mr. Westbrook’s position was Executive Vice President and Chief Banking Officer.
|
|
(2)
|
No compensation information is provided for Mr. Caywood for fiscal 2018 or 2017 because he was not a named executive officer for
those fiscal years.
|
|
(3)
|
Bonus amounts for fiscal 2019, 2018 and 2017 are reported under the “Non-Equity Incentive Plan Compensation” column.
|
|
(4)
|
Represents the grant date fair values under ASC Topic 718 of stock awards. The assumptions used in the calculations of the grant date fair value
amounts are included in Note 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the SEC. The number of shares for the stock awards
made during fiscal 2019 to the named executive officers are provided in the Grants of Plan-Based Awards table. The entirety of Mr. Stonestreet’s stock award for fiscal 2019, and a portion of the stock award for fiscal 2019 to each of
the other named executive officers, was in the form of performance-based restricted stock units. The value of the performance-based restricted stock units reflected in the table above is the grant date fair value based on probable
outcomes at the date of grant. For each such award, the fair value at grant date reflected in the table above, and the value at grant date assuming the highest level of performance (maximum value), are as follows:
|
|
|
Name
|
Fair Value at Grant Date
|
Maximum Value at Grant Date
|
||
|
Dana L. Stonestreet
|
$144,428
|
$216,641
|
|||
|
C. Hunter Westbrook
|
$44,704
|
$67,056
|
|||
|
Tony J. VunCannon
|
$24,072
|
$36,107
|
|||
|
Marty T. Caywood
|
$24,072
|
$36,107
|
|||
|
Keith J. Houghton
|
$24,072
|
$36,107
|
|
(5)
|
Represents the grant date fair values under ASC Topic 718, as estimated by using the Black-Scholes pricing model, of awards of
options to purchase shares of the Company’s common stock. The assumptions used in the calculations of the grant date fair value amounts are included in Note 17 of the Notes to Consolidated Financial Statements contained in the
Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the SEC.
|
|
(6)
|
Amounts under this column for fiscal 2019 present the aggregate of (i) the change in the actuarial present value of the named
executive officer’s accumulated benefit under the SERP from June 30, 2018 to June 30, 2019, (ii) above market interest on amounts deferred under the Deferred Compensation Plan and (iii) above market interest on amounts deferred under
the EMCP, respectively, as follows: Mr. Stonestreet – (i) $94,952; (ii) $15,760; and (iii) $9,462; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $10,797; (ii) $2,424; and (iii) $2,685; Mr. Caywood– (i) $0; (ii)
$651; and (iii) $0; and Mr. Houghton – (i) $0; (ii) $1,520; and (iii) $0. Amounts under this column for fiscal 2018 present the aggregate of (i) the change in the actuarial present value of the named executive officer’s accumulated
benefit under the SERP from June 30, 2017 to June 30, 2018, (ii) above market interest on amounts deferred under the Deferred Compensation Plan and (iii) above market interest on amounts deferred under the EMCP, respectively, as
follows: Mr. Stonestreet – (i) $90,431; (ii) $10,957; and (iii) $11,109; Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $10,283; (ii) $1,685; and (iii) $2,954; and Mr. Houghton – (i) $0; (ii) $522; and (iii) $0.
Amounts under this column for fiscal 2017 present the aggregate of (i) the change in the actuarial present value of the named executive officer’s accumulated benefit under the SERP from June 30, 2016 to June 30, 2017, (ii) above market
interest on amounts deferred under the Deferred Compensation Plan and (iii) above market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Stonestreet – (i) $595,603; (ii) $4,721; and (iii) $10,942; Mr.
Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $9,793; (ii) 726; and (iii) $2,750; and Mr. Houghton – (i) $0; (ii) $53; and (iii) $0.
|
|
(7)
|
For Messrs. Stonestreet, Westbrook, VunCannon, Caywood and Houghton, amounts under this column for fiscal 2019 consist of the
following: Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,458; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $828; employer contributions under HomeTrust Bank’s 401(k) plan
of $9,000; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted
|
29
|
|
stock of $3,744; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,296; reimbursement for long-term disability
insurance premium paid by Mr. Westbrook of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $10,654; value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of
$3,705; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $972; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $7,943;
value as of June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $417; Mr. Caywood –life insurance premiums paid by HomeTrust Bank of $810; reimbursement for long-term disability insurance
premium paid by Mr. Caywood of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $5,781; value as of June 30, 2019 of ESOP allocation of $9,969; and dividends on unvested shares of restricted stock of $897; and Mr.
Houghton –life insurance premiums paid by HomeTrust Bank of $972; reimbursement for long-term disability insurance premium paid by Mr. Houghton of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $7,291; value as of
June 30, 2019 of ESOP allocation of $10,610; and dividends on unvested shares of restricted stock of $753. For Messrs. Stonestreet, Westbrook, VunCannon and Houghton, amounts under this column for fiscal 2018 consist of the following:
Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,510; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $1,110; employer contributions under HomeTrust Bank’s 401(k) plan of $9,000;
and value as of June 30, 2018 of ESOP allocation of $13,413; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,503; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $1,110; employer
contributions under HomeTrust Bank’s 401(k) plan of $12,371; and value as of June 30, 2018 of ESOP allocation of $13,413; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $1,005; reimbursement for long-term disability
insurance premium paid by Mr. VunCannon of $1,080; employer contributions under HomeTrust Bank’s 401(k) plan of $7,312; and value as of June 30, 2018 of ESOP allocation of $13,413; and Mr. Houghton –life insurance premiums paid by
HomeTrust Bank of $950; reimbursement for long-term disability insurance premium paid by Mr. Houghton of $925; employer contributions under HomeTrust Bank’s 401(k) plan of $6,323 and value as of June 30, 2018 of ESOP allocation of
$13,413. For Messrs. Stonestreet, Westbrook, VunCannon and Houghton, amounts under this column for fiscal 2017 consist of the following: Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,512; reimbursement for
long-term disability insurance premium paid by Mr. Stonestreet of $1,110; tax-related reimbursements of $28,189; employer contributions under HomeTrust Bank’s 401(k) plan of $6,450; and value as of June 30, 2017 of ESOP allocation of
$13,732; Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,344; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $1,110; employer contributions under HomeTrust Bank’s 401(k) plan of
$8,171; and value as of June 30, 2017 of ESOP allocation of $13,732; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $1,008; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $1,107;
employer contributions under HomeTrust Bank’s 401(k) plan of $9,429; and value as of June 30, 2017 of ESOP allocation of $13,732; and Mr. Houghton –life insurance premiums paid by HomeTrust Bank of $1,008; reimbursement for long-term
disability insurance premium paid by Mr. Houghton of $1,044; employer contributions under HomeTrust Bank’s 401(k) plan of $7,178 and value as of June 30, 2017 of ESOP allocation of $13,732.
|
30
Grants of Plan-Based Awards
|
All
|
|||||||||||||||||||||||||||||||||||||||||
|
Other
|
All
|
||||||||||||||||||||||||||||||||||||||||
|
Stock
|
Other
|
||||||||||||||||||||||||||||||||||||||||
|
Awards:
|
Option
|
Grant
|
|||||||||||||||||||||||||||||||||||||||
|
Estimated Possible Payouts
|
Estimated Future
|
Number
|
Awards:
|
Date
|
|||||||||||||||||||||||||||||||||||||
|
Payouts
|
of
|
Number
|
Fair
|
||||||||||||||||||||||||||||||||||||||
|
Under Non-Equity
|
Under Equity
|
Shares
|
of
|
Exercise
|
Value
|
||||||||||||||||||||||||||||||||||||
|
Incentive Plan Awards
|
Incentive Plan Awards
|
of
|
Securities
|
Price of
|
of Stock
|
||||||||||||||||||||||||||||||||||||
|
Stock or
|
Underlying
|
Option
|
and
|
||||||||||||||||||||||||||||||||||||||
| |
Grant
|
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
Units
|
Options
|
Awards
|
Option
|
||||||||||||||||||||||||||||||
|
Name
|
Date
|
($)(1)
|
($)(1)
|
($)(1)
|
(#)(2)
|
|
(#)(2)
|
|
(#)(2)
|
|
(#)
|
|
(#)
|
|
($/Sh)
|
Awards
|
|||||||||||||||||||||||||
|
Dana L. Stonestreet
|
09/24/18
|
144,458
|
288,915
|
433,373
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
2,625
|
5,250
|
7,875
|
---
|
---
|
---
|
$
|
144,428
|
(5)
|
||||||||||||||||||||||||||||
|
C. Hunter Westbrook
|
09/24/18
|
74,816
|
149,632
|
224,448
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
813
|
1,625
|
2,438
|
---
|
---
|
---
|
$
|
44,704
|
(5)
|
||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
---
|
---
|
---
|
1,625
|
(3)
|
---
|
---
|
$
|
44,704
|
(5)
|
|||||||||||||||||||||||||||
|
Tony J. VunCannon
|
09/24/18
|
37,596
|
75,192
|
112,788
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
438
|
875
|
1,313
|
---
|
---
|
---
|
$
|
24,072
|
(5)
|
||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
---
|
---
|
---
|
875
|
(3)
|
---
|
---
|
$
|
24,072
|
(5)
|
|||||||||||||||||||||||||||
|
Marty T. Caywood
|
09/24/18
|
33,750
|
67,500
|
101,250
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
438
|
875
|
1,313
|
---
|
---
|
---
|
$
|
24,072
|
(5)
|
||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
---
|
---
|
---
|
875
|
(3)
|
---
|
---
|
$
|
24,072
|
(5)
|
|||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
15,000
|
(4)
|
$
|
27.51
|
$
|
88,200
|
(5)
|
||||||||||||||||||||||||||
|
Keith J. Houghton
|
09/24/18
|
35,100
|
70,200
|
105,300
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
438
|
875
|
1,313
|
---
|
---
|
---
|
$
|
24,072
|
(5)
|
||||||||||||||||||||||||||||
| |
02/11/19
|
---
|
---
|
---
|
---
|
---
|
---
|
875
|
(3)
|
---
|
---
|
$
|
24,072
|
(5)
|
|||||||||||||||||||||||||||
______________
|
(3)
|
|
(4)
|
Represents a stock option award with the following vesting schedule: 20% increments on February 11, 2020, 2021, 2022, 2023 and 2024.
|
|
(5)
|
Represents the grant date fair value of the award determined in accordance with ASC Topic 718. The assumptions used in
calculating the grant date fair value of the award are included in Note 17 of the Notes to Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019 filed with the
SEC.
|
31
Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and
Change in Control Severance Agreements with Messrs. Caywood and Houghton
Effective September 11, 2018, the Company entered into: (i) amended and restated employment agreements with
Messrs. Stonestreet, Westbrook and VunCannon; and (ii) an amended and restated change in control severance agreement with Mr. Houghton. Effective April 1, 2019, the Company entered into a change in control severance agreement with Mr. Caywood.
As further described below, the new employment agreements with Messrs. Stonestreet, Westbrook and VunCannon provide for a lower amount of severance payable under certain circumstances as compared to their prior employment agreements and the new
change in control severance agreement with Mr. Houghton revises the method for calculating his cash severance benefit to be consistent with the new employment agreements with Messrs. Stonestreet, Westbrook and VunCannon. The new agreements with
Messrs. Stonestreet, Westbrook, VunCannon and Houghton also clarify provisions regarding confidential information, add non-competition provisions applicable for two years following termination of employment and expand non-solicitation provisions
to cover customers in addition to employees, ensure compliance with Section 409A of the Internal Revenue Code, delete certain regulatory provisions no longer required due to the change in the charter of HomeTrust Bank and make certain other
changes.
The new employment agreements with Messrs. Stonestreet and Westbrook each provide for an initial term expiring on
September 11, 2021 and the new employment agreement with Mr. VunCannon, the new change in control severance agreement with Mr. Houghton and the change in control severance agreement with Mr. Caywood each provide for an initial term expiring on
September 11, 2020. The term of each agreement extends by one year on September 11th of each year (beginning September 11, 2019), provided that the Company has not given written notice to the contrary to the executive within a
specified period before such date and provided further that the executive has not received an unsatisfactory performance review by the Board of Directors of the Company or the Bank. In the case of Mr. Stonestreet, the term of his agreement
cannot be automatically extended beyond his 75th birthday, and in the case of Messrs. Westbrook, VunCannon, Caywood and Houghton, the terms of their agreements cannot be automatically extended beyond their 65th birthday.
Each new employment agreement provides for a minimum annual base salary of not less than the executive’s current
base salary. As under the prior employment agreements with Messrs. Stonestreet, Westbrook and VunCannon, each new employment agreement entitles the executive to participate in an equitable manner with all other executive officers of the Company
and the Bank in such performance-based and discretionary bonuses, if any, as are authorized by the Boards of Directors of the Company and the Bank, and to participate in, to the same extent as executive officers of the Company and the Bank
generally, all retirement and other employee benefits and any fringe benefits, and such other benefits as the Board of Directors may provide in its discretion.
Each new employment agreement provides that if the executive is “involuntarily terminated,” other than at the time
of or within 12 months following a change in control of the Company or the Bank, he will receive (i) monthly payments of one-twelfth of his “cash compensation” for the remaining term of the agreement, (ii) continuation of specified health
insurance benefits for the executive and his dependents until their death or the expiration of the remaining term of the agreement (whichever first occurs) and (iii) continuation of specified other insurance benefits until the executive’s death
or the expiration of the remaining term of the agreement (whichever first occurs). Each new employment agreement further provides that if the executive is involuntarily terminated at the time of or within 12 months following a change in control
of the Company or the Bank, then in lieu of the benefits described in the immediately preceding sentence, the executive will receive (i) a lump sum cash amount equal to three times his cash compensation, (ii) continuation of specified health
insurance benefits for the executive and his dependents until their death or the three-year anniversary of the date of termination (whichever first occurs) and (iii) continuation of specified other insurance benefits until the executive’s death
or the three-year anniversary of the date of termination (whichever first occurs). The term “involuntary termination” includes a material diminution in the executive's duties, responsibilities or benefits. The term “cash compensation” is defined
as the highest annual base salary rate paid to the executive at any time during his employment by the Company plus the higher of (i) the executive’s annual bonus paid during the year immediately preceding the date of termination or (ii) the
executive’s target bonus for the year in which the date of termination occurs, in each case including any salary or bonus amounts deferred by the executive. The Company’s obligation to pay severance or provide benefits under the new employment
agreements is expressly conditioned upon the executive executing (and not revoking) a general release of claims.
32
The prior employment agreements with Messrs. Stonestreet, Westbrook and VunCannon provided that if the executive
were involuntarily terminated within the six months preceding, at the time of or within 12 months following a change in control of the Company, in addition to continuation of cash compensation and other benefits for the remaining term of the
agreement, he would be entitled to a lump sum payment of 299% of his “base amount” under Section 280G of the Internal Revenue Code, which is a five-year average of salary, bonuses and all other taxable income (including the vesting of restricted
stock and any income realized upon exercise of stock options). This would have resulted in substantially greater change in control severance benefits for the executive than is now provided under the new employment agreements.
The change in control severance payments under the prior employment agreements were subject to cutback to the
extent such payments would, or together with other payments would, be nondeductible under Section 280G of the Internal Revenue Code. Under the new employment agreements, the executive will either receive the full amount of these payments or be
cut back to the Section 280G threshold, whichever results in a greater after-tax benefit with the executive paying any applicable excise tax.
Each new employment agreement provides that if the executive dies while employed under the agreement, his estate
or designated beneficiary will be entitled to receive: (i) a lump sum equal to the executive’s cash compensation through the last day of calendar month in which his death occurred, plus the greater of (A) an additional three months of the
executive’s cash compensation or (B) if the executive died within six months prior to or 12 months following a change in control of the Company or the Bank, a lump sum cash amount equal to three times the executive’s cash compensation; and (ii)
the amounts of any benefits or awards which were earned with respect to the fiscal year in which the executive died and which the executive would have been entitled to receive had he remained employed, and the prorated amount of any bonus or
incentive compensation for such fiscal year to which the executive would have been entitled had he remained employed. Each new employment agreement also provides that if the Company terminates the executive's employment after having established
that the executive has incurred a disability, then after exhaustion of all paid time off days allocated for the calendar year, the Company will pay to the executive monthly one-twelfth of his cash compensation for the remaining term of the
agreement, reduced by the proceeds of any disability plan then in effect. If the executive’s employment is terminated on account of disability during the one year commencing on the effective date of a change in control of the Company or the
Bank, he will receive his change in control severance payment and benefits as provided under his new employment agreement.
The new change in control severance agreement with Mr. Houghton and the change in control severance agreement with
Mr. Caywood provides that if the executive is involuntarily terminated at the time of or within 12 months following a change in control of the Company or the Bank, he will receive (i) a lump sum cash amount equal to two times his cash
compensation and (ii) specified health insurance benefits for himself and his dependents. The term “cash compensation” is defined in the same manner as the new employment agreements. The Company’s obligation to pay severance or provide benefits
under the change in control severance agreements is expressly conditioned upon the executive executing (and not revoking) a general release of claims.
Mr. Houghton’s prior change in control severance agreement provided that if he were involuntarily terminated
within the six months preceding, at the time or within 12 months after a change in control of the Company, he would be entitled to a lump sum cash payment equal to 200% of the sum of (i) his salary at the annual rate in effect immediately prior
to the date of termination and (ii) the average annual amount of his cash bonus and cash incentive compensation, based on the average amounts of such compensation earned by him for the two full fiscal years preceding the date of termination.
As under Mr. Houghton’s prior change in control severance agreement, the severance payments under his new change
in control severance agreement are subject to reduction to the extent payments to Mr. Houghton (whether under the agreement or otherwise) would be nondeductible under Section 280G of the Internal Revenue Code. Mr. Caywood’s change in control
severance agreement operates in the same manner.
33
Outstanding Equity Awards at June 30, 2019
The following table provides information regarding the unexercised stock options and stock awards held by each of
the named executive officers as of June 30, 2019.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||||||||||
|
Name
|
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Number of
Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|||||||||||||||||||||||||||
|
Dana L. Stonestreet
|
210,000(1
|
)
|
---(1
|
)
|
---
|
$
|
14.37
|
02/11/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
| |
26,100(2
|
)
|
104,400(2
|
)
|
---
|
$
|
26.00
|
02/11/2028
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
19,200(3
|
)
|
$
|
482,688
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
5,250(4
|
)
|
$
|
131,985
|
||||||||||||||||||||||||||
|
C. Hunter Westbrook
|
90,000(1
|
)
|
---(1
|
)
|
---
|
$
|
14.37
|
02/11/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
| |
4,000(2
|
)
|
16,000(2
|
)
|
---
|
$
|
24.95
|
02/11/2027
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
| |
8,000(2
|
)
|
32,000(2
|
)
|
---
|
$
|
26.00
|
02/11/2028
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
16,000(3
|
)
|
$
|
402,240
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
2,000(3
|
)
|
$
|
50,280
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
1,625(4
|
)
|
$
|
40,853
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
1,625(5
|
)
|
$
|
40,853
|
---
|
---
|
||||||||||||||||||||||||||
|
Tony J. VunCannon
|
85,000(6
|
)
|
---(6
|
)
|
---
|
$
|
14.37
|
02/11/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
|
5,000(2
|
)
|
20,000(2
|
)
|
---
|
$
|
26.00
|
02/11/2028
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
1,600(3
|
)
|
$
|
40,224
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
875(4
|
)
|
$
|
21,998
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
875(5
|
)
|
$
|
21,998
|
---
|
---
|
||||||||||||||||||||||||||
|
Marty T. Caywood
|
8,000(9
|
)
|
4,000(9
|
)
|
---
|
$
|
14.37
|
02/11/2023
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
|
2,000(2
|
)
|
8,000(2
|
)
|
---
|
$
|
26.00
|
02/11/2028
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
|
---
|
15,000(10
|
)
|
---
|
$
|
27.51
|
02/11/2029
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
2,000(11
|
)
|
$
|
50,280
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
1,600(3
|
)
|
$
|
40,224
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
875(4
|
)
|
$
|
21,998
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
875(5
|
)
|
$
|
21,998
|
---
|
---
|
||||||||||||||||||||||||||
|
Keith J. Houghton
|
---(7
|
)
|
4,000(7
|
)
|
---
|
$
|
17.35
|
02/11/2026
|
---
|
---
|
---
|
---
|
||||||||||||||||||||||||
|
5,000(2
|
)
|
20,000(2
|
)
|
---
|
$
|
26.00
|
02/11/2028
|
---
|
---
|
---
|
---
|
|||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
1,600(8
|
)
|
$
|
40,224
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
1,600(3
|
)
|
$
|
40,224
|
---
|
---
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
875(4
|
)
|
$
|
21,998
|
||||||||||||||||||||||||||
|
---
|
---
|
---
|
---
|
---
|
875(5
|
)
|
$
|
21,998
|
---
|
---
|
||||||||||||||||||||||||||
___________________
|
Stock option award with the following vesting schedule: 20% increments on February 11, 2014, 2015, 2016, 2017 and 2018.
|
|
|
Stock option award with the following vesting schedule: 20% increments on February 11, 2019, 2020, 2021, 2022 and 2023.
|
|
|
Restricted stock award with the following vesting schedule: 20% increments on February 11, 2019, 2020, 2021, 2022 and 2023.
|
|
|
(4)
|
Reflects number of shares issuable under performance-based restricted stock units based on target level of performance. Performance is measured over
a three-year period ending June 30, 2021. For additional information regarding these awards, see “Compensation Discussion and Analysis—2019 Executive Compensation Program in Detail-Omnibus Incentive Plan.”
|
34
|
(5)
|
Restricted stock award with the following vesting schedule: 20% increments on February 11, 2020, 2021, 2022, 2023 and 2024.
|
|
(6)
|
Remaining unexercised portion of stock option award with the following vesting schedule: 20% increments on February 11, 2014,
2015, 2016, 2017 and 2018
|
|
(7)
|
Remaining unexercised portion of stock option award with the following vesting schedule: 20% increments on February 11, 2017,
2018, 2019, 2020 and 2021.
|
|
(8)
|
Restricted stock award with the following vesting schedule: 20% increments on February 11, 2017, 2018, 2019, 2020 and 2021.
|
|
(9)
|
Remaining unexercised portion of stock option award which vested or will vest as to 1,000 shares on February 11, 2014, 1,000
shares on February 11, 2015, 2,000 shares on February 11, 2016, 4,000 shares on February 11, 2017, 4,000 shares on February 11, 2018, 4,000 shares on February 11, 2019 and 4,000 shares on February 11, 2020.
|
|
(10)
|
Stock option award with the following vesting schedule: 20% increments on February 11, 2020, 2021, 2022, 2023 and 2024.
|
|
(11)
|
Restricted stock award which vested or will vest as to 500 shares on February 11, 2014, 500 shares on February 11, 2015, 1,000
shares on February 11, 2016, 2,000 shares on February 11, 2017, 2,000 shares on February 11, 2018, 2,000 shares on February 11, 2019 and 2,000 shares on February 11, 2020.
|
35
Option Exercises and Stock Vested
The following table sets forth information regarding stock options exercised and shares of restricted stock that
vested during the fiscal year ended June 30, 2019 with respect to each named executive officer:
|
Option Awards
|
Stock Awards
|
|||||||||||||||
|
Name
|
Number of
Shares Acquired on Exercise (#) |
Value
Realized on Exercise ($)(1) |
Number of
Shares Acquired on Vesting (#) |
Value
Realized on Vesting ($)(2) |
||||||||||||
|
Dana L. Stonestreet
|
---
|
$
|
---
|
4,800
|
$
|
132,048
|
||||||||||
|
C. Hunter Westbrook
|
---
|
$
|
---
|
4,500
|
$
|
123,795
|
||||||||||
|
Tony J. VunCannon
|
5,000
|
$
|
56,450
|
400
|
$
|
11,004
|
||||||||||
|
Marty T. Caywood
|
2,000
|
$
|
24,260
|
2,400
|
$
|
66,024
|
||||||||||
|
Keith J. Houghton
|
4,000
|
$
|
32,338
|
1,200
|
$
|
33,012
|
||||||||||
| _____________________ |
|
|
(1)
|
Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired
at the time of exercise and the exercise price.
|
|
(2)
|
Represents the value realized upon vesting of restricted stock award, based on the market value of the shares on the vesting date.
|
Deferred Compensation Plan
The Deferred Compensation Plan is a nonqualified deferred compensation plan under which directors and a select
group of employees can elect to defer a portion of their cash compensation. At the end of each calendar month, each participant’s account balance is credited with earnings based on the value of the participant’s account balance on the last day
of such month. Earnings are currently credited at a rate equal to the average rate of HomeTrust Bank’s earning assets determined as of the last day of the preceding calendar month. A participant is always 100% vested in his or her account,
which will be distributed in cash following his or her separation from service with HomeTrust Bank at the time and in the manner specified in the plan and the participant’s election form.
Each named executive officer other than Mr. Westbrook currently participates in the Deferred Compensation Plan. The following table provides information regarding the Deferred Compensation Plan for each participating named executive officer.
|
Aggregate
|
||||||||||||||||||||
|
Executive
|
Registrant
|
Earnings
|
Aggregate
|
Aggregate
|
||||||||||||||||
|
Contributions
|
Contributions
|
in Last
|
Withdrawals/
|
Balance
|
||||||||||||||||
|
Name
|
in Last FY
|
in Last FY(2)
|
FY(3)
|
Distributions(4)
|
at Last FYE(5)
|
|||||||||||||||
|
Dana L. Stonestreet
|
$
|
---
|
$
|
---
|
$
|
86,638
|
$
|
---
|
$
|
2,050,432
|
||||||||||
|
Tony J. VunCannon
|
$
|
---
|
$
|
---
|
$
|
13,327
|
$
|
---
|
$
|
315,400
|
||||||||||
|
Marty T. Caywood
|
$
|
---
|
$
|
---
|
$
|
3,579
|
$
|
---
|
$
|
84,694
|
||||||||||
|
Keith J. Houghton
|
$
|
75,000(1
|
)
|
$
|
---
|
$
|
8,114
|
$
|
---
|
$
|
222,261
|
|||||||||
_______________
|
(1)
|
Reported as compensation for fiscal 2019 in the Summary Compensation Table under the “Salary” column. During fiscal 2019, Mr. Houghton was the only
participating named executive officer who made contributions under the Deferred Compensation Plan.
|
|
(2)
|
During fiscal 2019, no employer contributions were made under the Deferred Compensation Plan to the participating named executive officers.
|
|
(3)
|
Of the amounts shown, $15,760, $2,424, $651 and $1,520 constitute above market interest under SEC rules and were therefore reported as compensation
earned by Messrs. Stonestreet, VunCannon, Caywood and Houghton for fiscal 2019 in the Summary Compensation Table under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column.
|
|
During fiscal 2019, there were no withdrawals from the Deferred Compensation Plan by, or distributions under the Deferred Compensation Plan to, the
participating named executive officers.
|
|
|
(5)
|
Of the aggregate balances shown, $87,455, $22,442, $0 and $135,575, were reported as compensation earned by Messrs. Stonestreet, VunCannon, Caywood
and Houghton in the Company’s Summary Compensation Table for fiscal 2018 and for prior years.
|
36
Executive Medical Care Plan
The EMCP is a nonqualified, deferred compensation plan under which certain key employees are given the opportunity to receive
employer-provided health and long-term care benefits through the payment of health and long-term care plan premiums and to receive reimbursement of medical expenses. Under the EMCP, a participant may be provided with an initial benefit amount
set forth in his or her individual joinder agreement and, if the participant is fully vested under the plan, may elect to defer a portion of his base salary, bonuses or other compensation. Following the “benefit commencement date,” a
participant’s benefit account under the EMCP may be used to reimburse the participant for medical expenses (but only using the pre-2005 portion of the account) or pay insurance premiums under any health or qualified long-term care plan. Any
such reimbursement or premium payment results in a charge to the participant’s account balance. At the end of each plan year, each participant’s account is credited with a 5% adjustment, based on the average balance of the account during the
plan year. The “benefit commencement date” means (1) with respect to the payment of health plan premiums, the first day of the month next following (a) the date of the participant’s termination of employment after age 65, unless the
participant, having attained age 65, requests that his benefits commence sooner, (b) if the participant’s employment terminates before age 65, the earlier of the date he or she requests payment of the health plan premiums subsequent to
termination of employment or the date the participant attains age 65, or (c) in the case of the participant’s death before age 65, the first day of the month next following the date of the participant’s death; and (2) with respect to qualified
long-term care coverage and the reimbursement of medical expenses, the date the participant is first designated to participate in the EMCP, provided that with respect to the reimbursement of medical expenses, the participant must be 100% vested
before benefits may commence. A participant may request that his benefit commencement date be delayed (except for the reimbursement of medical expenses) or, with respect to the payment of health care plan premiums, accelerated, in each case
subject to the approval of the committee administering the EMCP.
Messrs. Stonestreet and VunCannon are the only named executive officers who currently participate in the EMCP, and
they are fully vested in their accounts. The following table provides information regarding the EMCP for Messrs. Stonestreet and VunCannon.
|
Executive
|
Registrant
|
Aggregate
|
Aggregate
|
Aggregate
|
||||||||||||||||
|
Contributions
|
Contributions
|
Earnings
|
Withdrawals/
|
Balance
|
||||||||||||||||
|
Name
|
in Last FY
|
in Last FY(2)
|
in Last FY(3)
|
Distributions
|
at Last FYE(4)
|
|||||||||||||||
|
Dana L. Stonestreet
|
$
|
---
|
$
|
---
|
$
|
32,427
|
$
|
14,461
|
$
|
675,479
|
||||||||||
|
Tony J. VunCannon
|
$
|
15,000
|
(1)
|
$
|
---
|
$
|
9,200
|
$
|
5,414
|
$
|
196,808
|
|||||||||
_______________
|
(1)
|
Reported as compensation for fiscal 2019 in the Summary Compensation Table under the “Salary” column. During fiscal 2019, Mr. VunCannon was the only
participating named executive officer who made contributions under the EMCP.
|
|
(2)
|
During fiscal 2019, no employer contributions were made under the EMCP to the participating named executive officers.
|
|
(3)
|
Of the amounts shown, $9,462 and $2,685 constitute above market interest under SEC rules and were therefore reported as compensation earned by Messrs.
Stonestreet and VunCannon for fiscal 2019 in the Summary Compensation Table under the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column.
|
|
(4)
|
Of the aggregate balances shown, $77,962 and $125,231 were reported as compensation earned by Messrs. Stonestreet and VunCannon in the Company’s
Summary Compensation Table for fiscal 2018 and for prior years.
|
Executive Supplemental Retirement Income Plan
General. Under the SERP, a participating executive is entitled to
receive an annual supplemental retirement income benefit as specified in his or her joinder agreement to the SERP master agreement, payable monthly, commencing on his or her benefit eligibility date or on the date specified in his or her joinder
agreement. Unless a different date is specified in the executive’s joinder agreement, the benefit eligibility date is the first day of the month next following the later of the month in which the executive attains age 55 or separates from
service with HomeTrust Bank (subject to a six-month delay for employees subject to Section 409A of the Internal Revenue Code to the extent necessary to comply with Section 409A) for any reason other than cause. Messrs. Stonestreet and VunCannon
are the only named executive officers who currently participate in the SERP. The specific terms of the SERP benefits of each of the participating named executive officers, the present values of their respective accumulated benefits and any
payments under the SERP to the participating named executive officers during the last fiscal year are described below. Solely for purposes of calculating the present values of such accumulated benefits,
37
it was assumed that Messrs. Stonestreet and VunCannon will retire in fiscal 2021, in each case using a discount rate of 5%. These
assumptions are the same as those used in preparing the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019.
Mr. Stonestreet. Under his joinder agreement, Mr. Stonestreet’s
supplemental retirement income benefit is comprised of the following: (1) a 20-year annual benefit, payable monthly, equal to 60% of his highest average compensation (taking into account only base salary, bonuses and amounts deferred at his
election) for a three (consecutive or nonconsecutive) calendar year period preceding the date Mr. Stonestreet separates from service with HomeTrust Bank, provided that this annual benefit may not be less than $350,000 or more than $425,000 (his
“Main Retirement Benefit”); and (2) a separate, additional 20-year retirement benefit, payable monthly, in the annual amount of $16,193, subject to an adjustment of 5% per year commencing with the second year of the payout period (his “Additional
Retirement Benefit”). Mr. Stonestreet is fully vested in both his Main Retirement Benefit and his Additional Retirement Benefit.
Mr. VunCannon. Under his joinder agreement, Mr. VunCannon’s supplemental
retirement income benefit is comprised of a 15-year annual benefit of $25,000, payable monthly. Mr. VunCannon is fully vested in his supplemental retirement income benefit.
The following table provides information regarding the SERP for each participating named executive officer.
|
Name
|
Plan Name
|
Number of
Years Credited Service (#) |
Present
Value of Accumulated Benefit ($) |
Payments
During Last Fiscal Year ($) |
||||||||||
|
Dana L. Stonestreet
|
SERP
|
n/a
|
$
|
5,399,489
|
$
|
---
|
||||||||
|
Tony J. VunCannon
|
SERP
|
n/a
|
$
|
253,313
|
---
|
|||||||||
Potential Payments upon Termination of Employment or Change in Control
The following tables summarize the approximate value of the termination payments and benefits that the named
executive officers would have received if their employment had been terminated on June 30, 2019 under the circumstances shown. See “--Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance
Agreements with Messrs. Caywood and Houghton.”
The tables exclude (i) amounts accrued through June 30, 2019 that would be paid in the normal course of continued
employment, such as accrued but unpaid salary, and (ii) account balances under HomeTrust Bank’s 401(k) plan, Deferred Compensation Plan, EMCP and SERP. Each of Messrs. Stonestreet, VunCannon, Caywood and Houghton is fully vested in his account
balances under the Deferred Compensation Plan, EMCP and SERP, to the extent he participates in those plans, and the forms and amounts of his benefits under those plans would not be enhanced by a termination of his employment with HomeTrust Bank
or a change in control. Mr. Westbrook is the only named executive officer who does not currently participate in the Deferred Compensation Plan, and Messrs. Stonestreet and VunCannon are the only named executive officers who participate in the
EMCP and the SERP. If Mr. Stonestreet or Mr. VunCannon is terminated for cause, he will forfeit all benefits under the SERP and will generally forfeit the right to receive any further benefits under the EMCP that are not attributable to
compensation he previously deferred. For information regarding the benefits of Messrs. Stonestreet, VunCannon, Caywood and Houghton under the Deferred Compensation Plan, EMCP and SERP, to the extent they participate in those plans, see
“—Deferred Compensation Plan,” “—Executive Medical Care Plan” and “—Executive Supplemental Retirement Income Plan.”
38
Dana L. Stonestreet
|
Termination Scenario
|
Total
Compensation and Health and Other Insurance Benefits Continuation ($) |
Payout of
Unused Paid Time Off ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options and Restricted Stock Awards and Units ($) |
Payment of
300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) |
|||||||||||||||
|
If termination for cause occurs
|
$
|
---
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If voluntary termination occurs that does not constitute
“involuntary termination” under Employment Agreement |
$
|
---
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If “involuntary termination” under Employment
Agreement occurs, but not at the time of or within 12 months following a change in control
|
$
|
2,522,669
|
(1)
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||
|
If “involuntary termination” under Employment
Agreement occurs at the time of or within 12 months following a change in control
|
$
|
---
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
614,673
|
(2)
|
$
|
2,522,669
|
(3)
|
|||||||
|
If termination occurs as a result of death, not within
six months before, or 12 months after, a change in control |
$
|
204,276
|
(4)
|
$
|
44,449
|
(7)
|
$
|
900,000
|
$
|
614,673
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of death within six
months before, or 12 months after, a change in control |
$
|
---
|
$
|
44,449
|
(7)
|
$
|
900,000
|
$
|
614,673
|
(2)
|
$
|
2,522,669
|
(5)
|
|||||||
|
If termination occurs as a result of disability, not
during the one year period following a change in control |
$
|
1,876,966
|
(6)
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
614,673
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of disability during
the one year period following a change in control |
$
|
---
|
(8)
|
$
|
44,449
|
(7)
|
$
|
---
|
$
|
614,673
|
(2)
|
$
|
2,522,669
|
(8)
|
||||||
________________
|
(1)
|
Represents the continuation of “cash compensation” (payable monthly) and health and other insurance benefits under Mr.
Stonestreet’s employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs. Caywood and Houghton,” for the remaining term of Mr.
Stonestreet’s employment agreement, assuming that Mr. Stonestreet’s employment is, on June 30, 2019, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of
Mr. Stonestreet’s employment agreement is not renewed and ends on June 30, 2022. For purposes of the above table, Mr. Stonestreet’s annual “cash compensation” is calculated as $817,104, and the annual amount of his health and other
insurance benefits is calculated at $23,785.
|
|
(2)
|
Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units,
based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying
performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. Stonestreet’s unvested stock options because none of such options were in-the-money as of June 30, 2019. All unvested stock
options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs.
Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based
restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance
period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares.
|
|
(3)
|
Represents the amount payable to Mr. Stonestreet under his employment agreement in the event his employment is “involuntarily
terminated” at the time of or within 12 months following a change in control.
|
|
(4)
|
Represents continued payment of Mr. Stonestreet’s “cash compensation” for a period of three months following his death, as provided
in his employment agreement. The amount shown is 25% of his “cash compensation” ($817,104).
|
|
(5)
|
Represents the amount payable under Mr. Stonestreet’s employment agreement to his estate or designated beneficiary in the event
that during the six months before, or 12 months after, a change in control, his employment terminates due to death.
|
|
(6)
|
Represents continued payment of Mr. Stonestreet’s “cash compensation” for the remaining term of his employment agreement, assuming
that Mr. Stonestreet’s employment is terminated by HomeTrust Bancshares on June 30, 2019 after having established that he is permanently disabled and that the then-remaining term of Mr. Stonestreet’s employment agreement is not renewed
and ends on June 30, 2022 ($817,104 per year), less the payout amount of his unused time off allocated for the 2019 calendar year (annualized at $34,347) and less the proceeds of the disability insurance policy maintained for him by
HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. Stonestreet’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar
year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares.
|
|
(7)
|
Represents annualized unused paid time off accrued for the 2019 calendar year through June 30, 2019, plus unused paid time off
banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy).
|
|
(8)
|
Under his employment agreement, if Mr. Stonestreet’s employment terminates due to permanent disability during the one-year period
following a change in control, Mr. Stonestreet is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control.
|
39
C. Hunter Westbrook
|
Termination Scenario
|
Total
Compensation and Health and Other Insurance Benefits Continuation ($) |
Payout of
Unused Paid Time Off ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options and Restricted Stock Awards and Units ($) |
Payment of
300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) |
|||||||||||||||
|
If termination for cause occurs
|
$
|
---
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If voluntary termination occurs that does not constitute
“involuntary termination” under Employment Agreement |
$
|
---
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If “involuntary termination” under Employment
Agreement occurs, but not at the time of or within 12 months following a change in control
|
$
|
1,658,242
|
(1)
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||
|
If “involuntary termination” under Employment
Agreement occurs at the time of or within 12 months following a change in control
|
$
|
---
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
537,265
|
(2)
|
$
|
1,658,242
|
(3)
|
|||||||
|
If termination occurs as a result of death, not within
six months before, or 12 months after, a change in control |
$
|
131,302
|
(4)
|
$
|
50,357
|
(7)
|
$
|
800,000
|
$
|
537,265
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of death within six
months before, or 12 months after, a change in control |
$
|
---
|
$
|
50,357
|
(7)
|
$
|
800,000
|
$
|
537,265
|
(2)
|
$
|
1,658,242
|
(5)
|
|||||||
|
If termination occurs as a result of disability, not
during the one year period following a change in control |
$
|
992,462
|
(6)
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
537,265
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of disability during
the one year period following a change in control |
$
|
---
|
(8)
|
$
|
50,357
|
(7)
|
$
|
---
|
$
|
537,265
|
(2)
|
$
|
1,658,242
|
(8)
|
||||||
________________
|
(1)
|
Represents the continuation of “cash compensation” (payable monthly) and health and other insurance benefits under Mr. Westbrook’s
employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs. Caywood and Houghton,” for the remaining term of Mr. Westbrook’s
employment agreement, assuming that Mr. Westbrook’s employment is, on June 30, 2019, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. Westbrook’s
employment agreement is not renewed and ends on June 30, 2022. For purposes of the above table, Mr. Westbrook’s annual “cash compensation” is calculated as $525,208, and the annual amount of his health and other insurance benefits is
calculated at $27,539.
|
|
(2)
|
Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the
Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $24.95 with respect to 16,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based
restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and assuming the performance-based restricted stock units vest at the target level of performance without proration of
the number of underlying performance shares earned, as discussed below. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of
employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good
reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance
period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration
of the number of performance shares.
|
|
(3)
|
Represents the amount payable to Mr. Westbrook under his employment agreement in the event his employment is “involuntarily
terminated” at the time of or within 12 months following a change in control.
|
|
(4)
|
Represents continued payment of Mr. Westbrook’s “cash compensation” for a period of three months following his death, as provided
in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($525,208).
|
|
(5)
|
Represents the amount payable under Mr. Westbrook’s employment agreement to his estate or designated beneficiary in the event that
during the six months before, or 12 months after, a change in control, his employment terminates due to death.
|
|
(6)
|
Represents the continuation of Mr. Westbrook’s “cash compensation” for the remaining term of his employment agreement, assuming
that Mr. Westbrook’s employment is terminated by HomeTrust Bancshares on June 30, 2019 after having established that he is permanently disabled and that the then-remaining term of Mr. Westbrook’s employment agreement is not renewed and
ends on June 30, 2022 ($525,208 per year), less the payout amount of his unused time off allocated for the 2019 calendar year (annualized at $43,163) and less the proceeds of the disability insurance policy maintained for him by HomeTrust
Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. Westbrook’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is
reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares.
|
|
(7)
|
Represents annualized unused paid time off accrued for the 2019 calendar year through June 30, 2019, plus unused paid time off
banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy).
|
|
(8)
|
Under his employment agreement, if Mr. Westbrook’s employment terminates due to disability during the one-year period following a
change in control, Mr. Westbrook is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control.
|
40
Tony J. VunCannon
|
Termination Scenario
|
Total
Compensation and Health and Other Insurance Benefits Continuation ($) |
Payout of
Unused Paid Time Off ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options and Restricted Stock Awards and Units ($) |
Payment of
300% of Cash Compensation and Continuation of Health and Other Insurance Benefits ($) |
|||||||||||||||
|
If termination for cause occurs
|
$
|
---
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If voluntary termination occurs that does not constitute
“involuntary termination” under Employment Agreement |
$
|
---
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||||
|
If “involuntary termination” under Employment
Agreement occurs, but not at the time of or within 12 months following a change in control
|
$
|
700,325
|
(1)
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
---
|
$
|
---
|
||||||||
|
If “involuntary termination” under Employment
Agreement occurs at the time of or within 12 months following a change in control
|
$
|
---
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
84,219
|
(2)
|
$
|
1,050,488
|
(3)
|
|||||||
|
If termination occurs as a result of death, not within
six months before, or 12 months after, a change in control |
$
|
82,022
|
(4)
|
$
|
31,812
|
(7)
|
$
|
600,000
|
$
|
84,219
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of death within six
months before, or 12 months after, a change in control |
$
|
---
|
$
|
31,812
|
(7)
|
$
|
600,000
|
$
|
84,219
|
(2)
|
$
|
1,050,488
|
(5)
|
|||||||
|
If termination occurs as a result of disability, not
during the one year period following a change in control |
$
|
269,183
|
(6)
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
84,219
|
(2)
|
$
|
---
|
|||||||
|
If termination occurs as a result of disability during
the one year period following a change in control |
$
|
---
|
(8)
|
$
|
31,812
|
(7)
|
$
|
---
|
$
|
84,219
|
(2)
|
$
|
1,050,488
|
(8)
|
||||||
________________
|
(1)
|
Represents the continuation of “cash compensation” (payable monthly) and health and other insurance benefits under Mr. VunCannon’s
employment agreement, as described under “—Employment Agreements with Messrs. Stonestreet, Westbrook and VunCannon and Change in Control Severance Agreements with Messrs. Caywood and Houghton,” for the remaining term of Mr. VunCannon’s
employment agreement, assuming that Mr. VunCannon’s employment is, on June 30, 2019, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. VunCannon’s
employment agreement is not renewed and ends on June 30, 2021. For purposes of the above table, Mr. VunCannon’s annual “cash compensation” is calculated as $328,088, and the annual amount of his health and other insurance benefits is
calculated at $22,075.
|
|
(2)
|
Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units,
based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and assuming the performance-based restricted stock units vest at the target level of performance without proration of the number of underlying
performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. VunCannon’s unvested stock options because none of such options were in-the-money as of June 30, 2019. All unvested stock options
and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon
termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted
stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the
performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares.
|
|
(3)
|
Represents the amount payable to Mr. VunCannon under his employment agreement in the event his employment is “involuntarily
terminated” at the time of or within 12 months following a change in control.
|
|
(4)
|
Represents continued payment of Mr. VunCannon’s “cash compensation” for a period of three months following his death, as provided
in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($328,088).
|
|
(5)
|
Represents the amount payable under Mr. VunCannon’s employment agreement to his estate or designated beneficiary in the event that
during the six months before, or 12 months after, a change in control, his employment terminates due to death.
|
|
(6)
|
Represents the continuation of Mr. VunCannon’s “cash compensation” for the remaining term of his employment agreement, assuming
that Mr. VunCannon’s employment is terminated by HomeTrust Bancshares on June 30, 2019 after having established that he is permanently disabled and that the then-remaining term of Mr. VunCannon’s employment agreement is not renewed and
ends on June 30, 2021 ($328,088 per year), less the payout amount of his unused time off allocated for the 2019 calendar year (annualized at $26,992) and less the proceeds of the disability insurance policy maintained for him by HomeTrust
Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. VunCannon’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is
reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares.
|
|
(7)
|
Represents annualized unused paid time off accrued for the 2019 calendar year through June 30, 2019, plus unused paid time off
banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy).
|
|
(8)
|
Under his employment agreement, if Mr. VunCannon’s employment terminates due to disability during the one-year period following a
change in control, Mr. VunCannon is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control.
|
41
Marty T. Caywood
|
Termination Scenario
|
Payout of
Unused Paid Time Off ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options and Restricted Stock Awards and Units
($) |
Payment of
200% of Cash Compensation and Continuation of Health Insurance Benefits ($) |
||||||||||||
|
If voluntary termination occurs
|
$
|
22,067
|
(1)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||
|
If involuntary termination occurs
|
$
|
22,067
|
(1)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||
|
If a change in control occurs
|
$
|
---
|
$
|
---
|
$
|
177,579
|
(2)
|
$
|
---
|
|||||||
|
If “involuntary termination” under Change in Control
Severance Agreement occurs at the time of or within 12
months following a change in control
|
$
|
22,067
|
(1)
|
$
|
---
|
$
|
177,579
|
(2)
|
$
|
627,805
|
(3)
|
|||||
|
If termination occurs as a result of death
|
$
|
22,067
|
(1)
|
$
|
500,000
|
$
|
177,579
|
(2)
|
$
|
---
|
||||||
|
If termination occurs as a result of disability
|
$
|
22,067
|
(1)
|
$
|
---
|
$
|
177,579
|
(2)
|
$
|
---
|
||||||
________________
|
(1)
|
Represents annualized unused paid time off accrued for the 2019 calendar year through June 30, 2019, plus unused paid time off
banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy).
|
|
(2)
|
Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the
Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $14.37 with respect to 4,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based
restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and assuming the performance-based restricted stock units vest at the target level of performance without proration of
the number of underlying performance shares earned, as discussed below. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of
employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good
reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance
period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration
of the number of performance shares.
|
|
(3)
|
Represents the amount payable to Mr. Caywood under his change in control severance agreement in the event that his employment is
“involuntarily terminated” at the time of or 12 months following a change in control.
|
42
|
Termination Scenario
|
Payout of
Unused Paid Time Off ($) |
Life
Insurance Benefit ($) |
Accelerated
Vesting of Stock Options and Restricted Stock Awards and Units
($) |
Payment of
200% of “Cash Compensation” and Continuation of Health Insurance Benefits ($) |
||||||||||||
|
If voluntary termination occurs
|
$
|
25,200
|
(1)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||
|
If involuntary termination occurs
|
$
|
25,200
|
(1)
|
$
|
---
|
$
|
---
|
$
|
---
|
|||||||
|
If a change in control occurs
|
$
|
---
|
$
|
---
|
$
|
115,379
|
(2)
|
$
|
---
|
|||||||
|
If “involuntary termination” under Change in Control
Severance Agreement occurs at the time of or within 12 months following a change in control |
$
|
25,200
|
(1)
|
$
|
---
|
$
|
115,379
|
(2)
|
$
|
647,096
|
(3)
|
|||||
|
If termination occurs as a result of death
|
$
|
25,200
|
(1)
|
$
|
600,000
|
$
|
115,379
|
(2)
|
$
|
---
|
||||||
|
If termination occurs as a result of disability
|
$
|
25,200
|
(1)
|
$
|
---
|
$
|
115,379
|
(2)
|
$
|
---
|
||||||
________________
|
(1)
|
Represents annualized unused paid time off accrued for the 2019 calendar year through June 30, 2019, plus unused paid time off
banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy).
|
|
(2)
|
Represents the value of acceleration of vesting of in-the-money unvested stock options, based on the closing price per share of the
Company’s common stock on June 30, 2019 of $25.14 and the exercise price of the options of $17.35 with respect to 4,000 option shares, and the value of acceleration of vesting of unvested restricted stock awards and performance-based
restricted stock units, based on the closing price per share of the Company’s common stock on June 30, 2019 of $25.14 and assuming the performance-based restricted stock units vest at the target level of performance without proration of
the number of underlying performance shares earned, as discussed below. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of
employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good
reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance
period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration
of the number of performance shares.
|
|
(3)
|
Represents the amount payable to Mr. Houghton under his change in control severance agreement in the event that his employment is
“involuntarily terminated” at the time of or 12 months following a change in control.
|
43
Compensation Committee Report
The Compensation Committee of the HomeTrust Bancshares, Inc. Board of Directors has reviewed and discussed the
Compensation Discussion and Analysis contained above with management and, based on such review and discussion, the Compensation Committee recommended to the HomeTrust Bancshares Board of Directors that the Compensation Discussion and Analysis be
included in this proxy statement.
Submitted by the following members of the Compensation Committee of the HomeTrust Bancshares, Inc. Board of
Directors:
Craig C. Koontz (Chairman)
Robert G. Dinsmore, Jr.
J. Steven Goforth
Robert E. James, Jr.
John A. Switzer
CEO Pay Ratio
As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information
about the relationship of the compensation of our Chairman, President and CEO, Dana L. Stonestreet, to the compensation of our median employee. The pay ratio set forth below is a reasonable estimate determined in a manner consistent with the
SEC’s rules.
For the fiscal year ended June 30, 2019, our last completed fiscal year:
|
•
|
the annual total compensation of our median employee was $59,522;
|
|
•
|
the annual total compensation of our CEO was $1,056,814; and
|
|
•
|
the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was 17.8 to 1.
|
The Company identified the median employee using the amount of total cash earnings (base salary, bonus, paid time
off and any other cash payments) during the fiscal year ended June 30, 2018 for each employee (other than our CEO) included in our payroll records as of June 30, 2018. Earnings were annualized for those employees who were not employed for the
full year. The employee originally identified as our median employee based on total cash earnings during the fiscal year ended June 30, 2018 is no longer with our company. Under SEC rules, we are permitted to use another employee whose
compensation is substantially similar to the original median employee based on the compensation measure we used to select the original median employee. The Company calculated annual total compensation for fiscal 2019 for the new median employee
and our CEO applying the same methodology used in the calculation of the amounts in the “Total” column of the Summary Compensation Table for our CEO and other named executive officers plus the group health insurance premiums we paid on behalf of
the new median employee and our CEO of $9,230 and $9,429, respectively.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll
and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of
methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as
other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
44
TRANSACTIONS WITH RELATED PERSONS
Review and Approval of Related Party Transactions. Under a written
policy adopted by the Company’s Board of Directors, the Board’s Audit Committee is responsible for the review, approval or ratification of all “related party transactions” (defined as transactions requiring disclosure under Item 404(a) of SEC
Regulation S-K). Under the policy, each “related person” (defined as any director, any officer for purposes of Section 16 of the Securities Exchange Act of 1934, any nominee for election as a director, any person beneficially owning in excess of
five percent of any class of the Company’s voting securities and any immediate family member of any such person) must promptly notify the Chief Human Resources Officer of any material interest that the related person has, had or may have in a
related party transaction, including a description of the transaction and the aggregate dollar amount involved. The Chief Human Resources Officer must thereafter promptly notify the Chair of the Audit Committee of the same.
In determining whether to approve or ratify a related party transaction, the Audit Committee must consider, among
other factors: (i) whether the related party transaction is entered into on terms no less favorable to the Company and its subsidiaries than terms generally available to an unaffiliated third-party under the same or similar circumstances; (ii)
the results of an appraisal, if any; (iii) whether there was a bidding process and the results thereof; (iv) review of the valuation methodology used and alternative approaches to valuation of the transaction; and (v) the extent of the related
person’s interest in the transaction. The policy further provides that the Audit Committee will review the following information when assessing a related party transaction: (a) the terms of the transaction; (b) the related person’s interest in
the transaction; (c) the purpose and timing of the transaction; (d) whether the Company or any of its subsidiaries is a party to the transaction, and if not, the nature and extent of the Company’s or its subsidiary’s participation in the
transaction; (e) if the transaction involves the sale of an asset, a description of the asset, including date acquired and cost basis; (f) information concerning potential counterparties in the transaction; (g) the approximate dollar value of the
transaction and the approximate dollar value of the related person’s interest in the transaction; (h) any provisions or limitations imposed as a result of entering into the transaction; (i) whether the transaction includes any potential
reputational risk issues that may arise as a result of or in connection with the transaction; (j) if the related person is a director of the Company or nominee for election as a director of the Company, whether the transaction could affect the
person’s status as an independent director; and (k) any other relevant information regarding the transaction.
The policy generally exempts ordinary course banking transactions and other transactions that do not require
disclosure under Item 404(a) of SEC Regulation S-K.
Loans. HomeTrust Bank has followed a policy of granting loans to
officers and directors, which fully complies with all applicable federal regulations. Loans to directors and executive officers and their related persons are made in the ordinary course of business and on substantially the same terms and
conditions, including interest rates and collateral, as those of comparable transactions with persons not related to HomeTrust Bank prevailing at the time, in accordance with our underwriting guidelines, and do not involve more than the normal
risk of collectibility or present other unfavorable features.
Sidney A. Biesecker. Director Sidney A. Biesecker was employed by
HomeTrust Bank as President of the Industrial Federal Bank banking division until his retirement from that position on January 31, 2015. Under his joinder agreement to the SERP, Mr. Biesecker’s supplemental retirement income benefit is comprised
of the following: (1) a 20-year annual benefit, payable monthly, of $150,000; and (2) a separate, additional 20-year retirement benefit, payable monthly, in the initial annual amount of $30,000 subject to an annual increase of 5% per year
commencing with the second year of the payout period. Mr. Biesecker first became a participant in the SERP during fiscal 2010. Mr. Biesecker has an additional retirement benefit under a Supplemental Income Agreement that he originally entered
into with Industrial Federal Bank in 1996, which HomeTrust Bank assumed in connection with its acquisition of Industrial Federal Bank in fiscal 2010. The actuarial present values of Mr. Biesecker’s accumulated benefits under the SERP and the
Supplemental Income Agreement decreased by $66,808 and $7,796, respectively, from June 30, 2018 to June 30, 2019. During fiscal 2019, Mr. Biesecker received payments of SERP benefits totaling $150,000 and payments under the Supplemental Income
Agreement of $14,400. In addition, during fiscal 2019, Mr. Biesecker received above-market interest on amounts deferred under the EMCP of $5,500.
45
Peggy C. Melville. Former Director Peggy C. Melville retired as an
employee of HomeTrust Bank in 2008. Ms. Melville is a participant in the SERP. Under her joinder agreement to the SERP, Ms. Melville’s supplemental retirement income benefit is comprised of a 20-year annual benefit, payable monthly, of
$172,650. During fiscal 2019, Ms. Melville received payments under the SERP totaling $172,650. The actuarial present value of Ms. Melville’s accumulated benefit under the SERP decreased by $105,279 from June 30, 2018 to June 30, 2019. During
fiscal 2019, Ms. Melville also received payments under her Retirement Payment Agreement of $1,190, which related to salary she waived while an employee of HomeTrust Bank. The actuarial present value of her remaining accumulated benefits under
her Retirement Payment Agreement decreased by $1,190 from June 30, 2018 to June 30, 2019. In addition, during fiscal 2019, Ms. Melville received above-market interest of $9,128 and $4,215 on amounts deferred under the EMCP and Deferred
Compensation Plan, respectively, while an employee.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and
persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers,
directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
The Company believes that, based solely on a review of the copies of such reports furnished to it and written
representations that no other reports were required during or with respect to the fiscal year ended June 30, 2019, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were
complied with during or with respect to fiscal year 2019, except for the inadvertent failure by each of Michelle Gethers-Clark, John A. Switzer and Susan E. Tannehill to file a Form 3 upon becoming an advisory director and the inadvertent failure
by Paula C. Labian to file a Form 3 upon becoming an executive officer.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The information contained in this report shall not be deemed to be “soliciting material” or to
be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company
specifically incorporates it by reference in such filing.
Management is responsible for the financial reporting process, the preparation of consolidated financial
statements in accordance with accounting principles generally accepted in the United States of America, and the system of internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and
regulations. The Company’s independent registered public accounting firm is responsible for auditing the Company’s consolidated financial statements and expressing an opinion as to the financial statements’ conformity with accounting principles
generally accepted in the United States of America. It is the Audit Committee's responsibility to monitor and oversee these processes and procedures.
The Audit Committee has reviewed and discussed the audited financial statements of the Company for the fiscal year
ended June 30, 2019 with management. The Audit Committee has discussed with Dixon Hughes Goodman LLP, the Company’s independent auditors, the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees.
The Audit Committee has also received the written disclosures and the letter from Dixon Hughes Goodman LLP
required by applicable requirements of the Public Company Accounting Oversight Board regarding Dixon Hughes Goodman LLP’s communications with the Audit Committee concerning independence as currently in effect and discussed with Dixon Hughes
Goodman LLP their independence.
Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the
HomeTrust Bancshares Inc. Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2019, for filing with the SEC.
46
The foregoing report is furnished by the following members of the Audit Committee of the HomeTrust Bancshares, Inc.
Board of Directors.
|
Robert G. Dinsmore, Jr. (Chairman)
|
Laura C. Kendall
|
|
Craig C. Koontz
|
F.K. McFarland III
|
|
John A. Switzer
|
Richard T. Williams
|
Beginning with our last annual meeting of stockholders
(held in November 2018), we have been required, like most other publicly held companies, to include a non-binding vote to approve the compensation of our executives in our proxy statement pursuant to the Dodd-Frank Act and the SEC’s implementing
rules, commonly known as a “say on pay” vote. The Dodd-Frank Act requires that we include a say on pay vote in our annual meeting proxy statement at least once every three years, and that at least once every six years we hold a non-binding,
advisory vote on the frequency of future say on pay votes (commonly referred to as a “say on pay frequency vote”), with stockholders having the choice of every year, every two years or every three years. We held a say on pay frequency vote at our
last annual meeting of stockholders, and the most votes were received for a frequency of every year. Our Board of Directors determined, in light of those results, that we will include a say on pay vote in our annual meeting proxy materials every
year until the next required say on pay frequency vote is held (following our fiscal year ending June 30, 2024).
The say on pay proposal at the annual meeting gives stockholders the opportunity to endorse or not endorse the
compensation of the Company’s named executive officers as disclosed in this proxy statement. The proposal is expected to be presented at the annual meeting as a resolution in substantially the following form:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s
proxy statement for the annual meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.
This vote will not be binding on the Company’s Board of Directors and may not be construed as overruling a
decision by the Board or create or imply any additional fiduciary duty on the Board. Nor will it affect any compensation paid or awarded to any executive. The Compensation Committee and the Board may, however, consider the outcome of the vote
when considering future executive compensation arrangements.
The purpose of our compensation policies and procedures is to attract and retain experienced, highly qualified
executives critical to our long-term success and enhancement of stockholder value. The Board of Directors believes that our compensation policies and procedures achieve this objective, and therefore recommends that stockholders vote FOR this proposal.
PROPOSAL III
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee of the Company’s Board of Directors has renewed the Company’s arrangement for Dixon Hughes
Goodman LLP to be the Company’s independent auditors for the fiscal year ending June 30, 2020, subject to the ratification of that appointment by the Company’s stockholders at the annual meeting. A representative of Dixon Hughes Goodman LLP is
expected to attend the annual meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires.
During the fiscal years ended June 30, 2019 and 2018, Dixon Hughes Goodman LLP provided various audit, audit
related and non-audit services to the Company. Set forth below are the aggregate fees billed for these services:
|
(a)
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Audit Fees: Aggregate fees billed for professional services rendered during both fiscal years for the audit of annual financial statements,
statutory internal control attestation and review of financial statements included in the Company’s Quarterly Reports on Form 10-Q: $315,927 - fiscal 2019; $326,542 - fiscal 2018.
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(b)
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Audit Related Fees: Aggregate fees billed for professional services rendered during both fiscal years for the audits of HomeTrust Bank’s KSOP:
$25,600 - fiscal 2019; $34,050 - fiscal 2018.
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(c)
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Tax Fees: Aggregate fees billed for professional services rendered during both fiscal years related to tax compliance and tax return preparation:
$51,545 - fiscal 2019; $35,051- fiscal 2018.
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(d)
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All other fees: Aggregate fees billed for specific professional services rendered during both fiscal years as requested by the Audit Committee for
inquiries into certain business functions of the Company: $0 - fiscal 2019; $168,082 - fiscal 2018.
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The Audit Committee pre-approves all audit and permissible non-audit services to be provided by Dixon Hughes
Goodman LLP and the estimated fees for these services. None of the services provided by Dixon Hughes Goodman LLP described in items (a)-(d) above were approved by the Audit Committee pursuant to a waiver of the pre-approval requirements of the
SEC’s rules and regulations.
The Company’s Board of Directors unanimously recommends that stockholders vote FOR
the ratification of the appointment of Dixon Hughes Goodman LLP as the Company’s independent auditors for the fiscal year ending June 30, 2020.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company’s proxy materials for the Company’s next annual meeting of
stockholders, any stockholder proposal to take action at the meeting must be received at the Company’s executive office at 10 Woodfin Street, Asheville, North Carolina no later than June 9, 2020. All stockholder proposals submitted for inclusion
in the Company’s proxy materials will be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended, and, as with any stockholder proposal (regardless of whether included in the Company’s proxy
materials), the Company’s charter and bylaws.
In addition to the deadline and other requirements referred to above for submitting a stockholder proposal to be
included in the Company’s proxy materials for its next annual meeting of stockholders, the Company’s bylaws require a separate notification to be made in order for a stockholder proposal to be eligible for presentation at the meeting, regardless
of whether the proposal is included in the Company’s proxy materials for the meeting. In order to be eligible for presentation at the Company’s next annual meeting of stockholders, written notice of a stockholder proposal containing the
information specified in Article I, Section 6 of the Company’s bylaws must be received by the Secretary of the Company not earlier than the close of business on July 21, 2020 and not later than the close of business on August 20, 2020. If,
however, the date of the next annual meeting is before October 29, 2020 or after January 17, 2021, the notice of the stockholder proposal must instead be received by the Company’s Secretary not earlier than the close of business on the 120th day
prior to the date of the next annual meeting and not later than the close of business on the later of the 90th day before the date of the next annual meeting or the tenth day following the first to occur of the day on which notice of the date of
the next annual meeting is mailed or otherwise transmitted or the day on which public announcement of the date of the next annual meeting is first made by the Company.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the annual meeting other than the matters
described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that holders of the proxies will act in accordance with their best judgment.
ADDITIONAL INFORMATION
The Company will pay the costs of soliciting proxies. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of common stock. In addition to solicitation by mail, directors, officers and employees of the Company may solicit
proxies personally or by facsimile, telephone, e-mail or other electronic means, without additional compensation.
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