HOME FEDERAL BANCORP, INC. OF LOUISIANA
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___)
Filed by the Registrant ☒
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))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Pursuant to §240.14a-12
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Home Federal Bancorp, Inc. of Louisiana
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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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Proposed maximum aggregate value of transaction: ____________________________________
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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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Amount Previously Paid: _________________________________________________________________
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Form, Schedule or Registration Statement No.: ________________________________________________
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(3)
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Filing Party: _____________________________________________________________
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(4)
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Date Filed:_________________________________________
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October 6, 2021
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Home Federal Bancorp, Inc. of Louisiana. The meeting will be held at Home Federal Bancorp’s principal office located at 624
Market Street, Shreveport, Louisiana, on Wednesday, November 17, 2021 at 10:00 a.m., Central Time. At the annual meeting, you will be asked to act on the following proposals, each of which are more completely set forth in the accompanying proxy
statement:
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(1) |
To elect two directors for a three-year term, or until their successors are elected and qualified; and
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(2) |
To ratify the appointment of Dixon Hughes Goodman LLP, as our independent registered public accounting firm for the fiscal year ending June 30, 2022.
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It is very important that you be represented at the annual meeting regardless of the number of shares you own or whether you are able to attend the meeting in person. We urge you to mark, sign, date
and return your proxy card today in the envelope provided or vote over the Internet or by telephone if such option is available to you, even if you plan to attend the annual meeting. This will not prevent you from voting in person at the annual
meeting, but will ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Home Federal Bancorp, Inc. of Louisiana is sincerely appreciated.
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Very truly yours,
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James R. Barlow
Chairman of the Board, President and
Chief Executive Officer
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HOME FEDERAL BANCORP, INC. OF LOUISIANA
624 Market Street
Shreveport, Louisiana 71101
(318) 222-1145
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TIME
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10:00
a.m., Central Time, Wednesday, November 17, 2021
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PLACE
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Home Federal Bank
624 Market Street
Shreveport, Louisiana
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ITEMS OF BUSINESS
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(1) To elect two directors for a three-year term expiring in 2024 and until their successors are elected
and qualified; and
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(2) To ratify the appointment of Dixon Hughes Goodman LLP as our independent registered
public accounting firm for the fiscal year ending June 30, 2022.
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To transact such other business, as may properly come before the annual meeting or at any adjustment thereof. We are not aware of any other such business.
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RECORD DATE
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Holders of Home Federal Bancorp common stock of record at the close of business on September 21, 2021 are entitled to vote at the meeting.
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ANNUAL REPORT
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Our 2021 Annual Report including the Form 10-K is enclosed but is not a part of the proxy solicitation materials.
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PROXY VOTING
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It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders can also vote their shares over the
Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on the proxy card or voting instruction form you received. You can revoke your proxy at any time prior to its exercise at the
meeting by following the instructions in the accompanying proxy statement.
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BY ORDER OF THE BOARD OF DIRECTORS
DeNell W. Mitchell
Corporate Secretary
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Shreveport, Louisiana
October 6, 2021
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TABLE OF CONTENTS
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Page
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About the Annual Meeting of Shareholders
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1
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Information with Respect to Nominees for Director, Continuing Directors and Executive Officers
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3
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Election of Directors (Proposal One)
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3
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Members of the Board of Directors Continuing in Office
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4
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Director Nominations
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4
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Director Independence
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5
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Board Leadership Structure
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5
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Compensation of Directors
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5
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Meetings of the Board of Directors
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6
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Membership on Certain Board Committees
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6
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Board's Role in Risk Oversight
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7
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Directors' Attendance at Annual Meetings
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7
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Executive Officers Who Are Not Also Directors
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7
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Management Compensation
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8
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Summary Compensation Table
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8
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Narrative to Summary Compensation Table
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9
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Outstanding Equity Awards at Fiscal Year-End
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9
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Employment and Change in Control Agreements
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9
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Supplemental Executive Retirement Agreements
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10
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Loan Officer Incentive Plan
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11
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Retirement Benefits
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11
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Stock Option Plans and Stock Incentive Plans
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12
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Survivor Benefit Plan
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12
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Related Party Transactions
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12
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Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management
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Section 16(a) Beneficial Ownership Reporting Compliance
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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Two)
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Audit Fees
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Report of the Audit Committee
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Shareholder Proposals, Nominations and Communications with the Board of Directors
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Annual Reports
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17
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Other Matters
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PROXY STATEMENT
OF
HOME FEDERAL BANCORP, INC. OF LOUISIANA
_____________________
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ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
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We are furnishing this proxy statement to holders of common stock of Home Federal Bancorp, Inc. of Louisiana, the holding company of Home Federal Bank. We are soliciting
proxies on behalf of our Board of Directors to be used at the annual meeting of shareholders to be held at Home Federal Bancorp’s principal office located at 624 Market Street, Shreveport, Louisiana, on Wednesday, November 17, 2021 at 10:00 a.m.,
Central Time, and any adjournment thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. This proxy statement is first being mailed to shareholders on or about October 6, 2021.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on November 17,
2021.
This proxy statement and our 2021 Annual Report are available at www.proxyvote.com and on our website at www.hfbla.com/investors.
What is the purpose of the annual meeting?
At our annual meeting, shareholders will act upon the matters outlined in the attached Notice of Annual Meeting of Shareholders, including the election of directors and
ratification of our independent registered public accounting firm. In addition, management may report on the performance of Home Federal Bancorp and will respond to questions from shareholders.
What are the Board of Directors’ recommendations?
The recommendations of the Board of Directors are set forth under the description of each proposal in this proxy statement. In summary, the Board of Directors recommends
that you vote
FOR
the nominees for director described herein and
FOR
ratification of our independent registered public accounting firm for fiscal 2022.
The proxy solicited hereby, if properly signed and returned to us or voted over the Internet or by telephone and not revoked prior to its use, will be voted in accordance
with your instructions. If no contrary instructions are given, each proxy signed and received will be voted in the manner recommended by the Board of Directors and, upon the transaction of such other business as may properly come before the meeting,
in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the annual meeting and any adjournment of the annual meeting and will not be used for any other meeting.
Who is entitled to vote?
Only our shareholders of record as of the close of business on the record date for the meeting, September 21, 2021 are entitled to vote at the meeting. On the record date, we
had 3,350,966 shares of common stock issued and outstanding and no other class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date, you will be entitled to one vote on each matter to be
voted on at the meeting, in person or by proxy.
How do I vote my shares?
After you have carefully read this proxy statement, indicate on your proxy card how you want your shares to be voted, then sign, date and mail your proxy card in the enclosed
prepaid return envelope as soon as possible. You may also vote by telephone or the Internet if indicated on your proxy card or voting instruction form. This will enable your shares to be represented and voted at the annual meeting.
Voting instructions from participants in the Home Federal Bank Employees’ Savings and Profit Sharing Plan and Employee Stock Ownership Plan must be received by 11:59 p.m.
Eastern Time on November 12, 2021, to be used by the plan Trustees to determine the votes for plan shares.
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Can I attend the meeting and vote my shares in person?
Yes. All shareholders are invited to attend the annual meeting. Shareholders of record can vote in person at the annual meeting. If your shares are held in “street name,”
then you are not the shareholder of record and you must ask your broker or other nominee how you can vote at the annual meeting.
Can I change my vote or revoke my proxy after I return my proxy card or vote by telephone or the Internet?
Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy card or voted by telephone or
the Internet.
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First, you may complete and submit a new proxy card or vote by telephone or the Internet again before the deadline printed on the card. Any earlier proxies will be revoked automatically.
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Second, you may send a written notice to our Corporate Secretary, Ms. DeNell W. Mitchell, Home Federal Bancorp, Inc. of Louisiana, 624 Market Street, Shreveport, Louisiana 71101, in advance of the meeting stating that you would like to
revoke your proxy.
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Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy.
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If your shares are held in “street name” and you have instructed a broker or other nominee to vote your shares, you must follow directions from your broker or other nominee
to change your vote.
If my shares are held in “street name” by my broker, could my broker automatically vote my shares?
Your broker may not vote on the election of directors if you do not furnish instructions for such proposal to your broker. You should use the voting instruction form or
broker card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares may not be voted or may be considered “broker non-votes.”
Your broker may vote in his or her discretion on the ratification of the appointment of our independent registered public accounting firm if you do not furnish instructions.
If your broker votes in his or her discretion on proposal two and you do not provide instructions for the election of directors, then your shares will be considered “broker non-votes” on proposal one.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of common stock entitled to vote at the annual meeting will constitute a
quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shareholders considered to be present at the meeting.
What vote is required to approve each item?
The election of directors will be determined by a plurality of the votes cast at the annual meeting. The two nominees for director receiving the most “for” votes will be
elected. The affirmative vote of a majority of the total votes cast is required for approval of the proposal to ratify the appointment of Dixon Hughes Goodman LLP, as our independent registered public accounting firm for the year ending June 30,
2022.
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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
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Election of Directors (Proposal One)
Our Articles of Incorporation provide that the Board of Directors will be divided into three classes as nearly equal in number as possible. The directors are elected by our
shareholders for staggered three year terms and until their successors are elected and qualified.
At this annual meeting, you will be asked to elect one class of directors, consisting of two directors, for a three-year term expiring in 2024 and until their successors are
elected and qualified. Shareholders of Home Federal Bancorp are not permitted to use cumulative voting for the election of directors. Our Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, nominated
Messrs. James R. Barlow and Thomas Steen Trawick, Jr. to a three-year term expiring in 2024. No director or nominee for director is related to any other director or executive officer by blood, marriage or adoption.
Unless otherwise directed, each proxy signed and returned by a shareholder will be voted for the election of the nominees for director listed below. If any person named as a
nominee should be unable or unwilling to stand for election at the time of the annual meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors
knows of no reason why any of the nominees listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for director and our continuing directors. The indicated period of service as a director is presented on a
calendar year basis and includes service for directors of Home Federal Bank prior to our reorganization into the holding company structure in 2005. Ages are reflected as of September 21, 2021.
Nominees for Director for a Three-Year Term Expiring in 2024
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Name
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Position with Home Federal Bancorp, Age and
Principal Occupation During the Past Five Years
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Director
Since
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James R. Barlow
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Chairman of the Board. President and Chief Executive Officer of Home Federal Bancorp and Home Federal Bank since January 2020, January 2016 and 2013, respectively. Prior thereto, Mr. Barlow
served as President and Chief Operating Officer of Home Federal Bancorp since November 2009 and Executive Vice President and Chief Operating Officer from November 2009 through December 2012. Mr. Barlow served as President and Chief
Operating Officer of Home Federal Bank from February 2009 through December 2012. Previously, Mr. Barlow served as Executive Vice President and Area Manager for the Arkansas-Louisiana-Texas area commercial real estate operations of Regions
Bank from August 2006 until February 2009. From 2005 until August 2006, Mr. Barlow was a Regions Bank City President for the Shreveport/Bossier area and from February 2003 to 2005 he served as Commercial Loan Manager for Regions Bank for
the Shreveport/Bossier area. Mr. Barlow served in various positions at Regions Bank since 1997.
Mr. Barlow brings substantial managerial, banking and lending experience to the board, as well as significant knowledge of the local commercial real estate market from his years of service as
manager and regional President of a regional bank. He served on the Louisiana Banker’s Association Board of Directors from 2015-2018 and is also a member of the Committee of 100 for the betterment of the Shreveport Bossier community by
improving regional economic development, education and community relations. Age 53.
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2009
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Thomas Steen Trawick, Jr.
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Director, Chief Executive Officer and Chief Medical Officer of CHRISTUS Health Shreveport – Bossier. Former Associate Chief Medical Officer of Sound Inpatient Physicians. Dr. Trawick is a
practicing Hospitalist at CHRISTUS Health. He was formerly in Private Practice at Highland Clinic from September 2001 to February 2005 and then a Pediatric and Adult Hospitalist until January 2014.
Dr. Trawick brings management expertise to the board and knowledge of the local medical community as the past President of the Northwest Louisiana Medical Society and serves as Speaker of the
House of Delegates for the Louisiana State Medical Society. Age 52.
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2012
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The Board of Directors recommends that you vote
FOR
election of the nominees for director.
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Members of the Board of Directors Continuing in Office
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Directors Whose Terms Expire in 2022
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Name
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Position with Home Federal Bancorp, Age and
Principal Occupation During the Past Five Years
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Director
Since
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Walter T. Colquitt, III
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Director. Dentist, Shreveport, Louisiana.
Dr. Colquitt brings extensive knowledge to the board of the local professional community through his dental practice in Shreveport, Louisiana. Age 76.
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1993
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| Scott D. Lawrence |
Director. President of Southwestern Wholesale Co., Inc., Shreveport, Louisiana since 1980.
Mr. Lawrence brings significant business enterprise and managerial oversight skills as President and owner of a dry goods wholesale supplier in Shreveport, Louisiana. Age 75.
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1994 |
Directors Whose Terms Expire in 2023
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Name
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Position with Home Federal Bancorp, Age and
Principal Occupation During the Past Five Years
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Director
Since
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Mark M. Harrison
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Director. Owner of House of Carpets and Lighting, a floor coverings and lighting fixtures business in Shreveport, Louisiana, since September 2007.
Mr. Harrison brings substantial business and entrepreneurial experience to the board as owner of a local carpet and lighting business in Shreveport, Louisiana and as a director of Home Builders Association of Northwest Louisiana. Age 62.
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2007
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Timothy W. Wilhite
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Director. CFO/General Counsel of Wilhite Electric Co., Inc. since June 2001. Mr. Wilhite remains Of Counsel of the law firm Downer, Jones, Marino & Wilhite. Serves on the Executive Committee and Board Member
of the Greater Bossier Economic Development Foundation and Co-Chair of the Bossier Industrial Park Committee. Serves as President of the Ark-La-Tex Regional Air Service Alliance (RASA), a 501(c)4. Serves on the Executive Board of Raffles,
Ltd., a captive insurance program.
Mr. Wilhite brings knowledge of the local business and legal community to the Board through his community involvement and thru the GBEDA and RASA. Age 52.
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2010 |
Director Nominations
Nominations for director of Home Federal Bancorp are made by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee considers
candidates for director suggested by other directors, as well as our management and shareholders. A shareholder who desires to recommend a prospective nominee for the Board should notify our Secretary in writing with whatever supporting material the
shareholder considers appropriate. In addition, any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described under “Shareholder Proposals, Nominations and Communications with the Board of
Directors.”
The charter of the Nominating and Corporate Governance Committee sets forth certain criteria the committee may consider when recommending individuals for nomination as
director including: (a) ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including
expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with
our business and industry, independence of thought and an ability to work collegially. The committee also may consider the extent to which the candidate would fill a present need on the Board of Directors.
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Director Independence
A majority of Home Federal Bancorp’s directors are independent directors as defined in the rules of the Nasdaq Stock Market. The Board of Directors has determined that
Drs. Colquitt and Trawick and Messrs. Harrison, Lawrence and Wilhite are independent directors.
Board Leadership Structure
Our Board of Directors is led by a Chairman selected by the Board from time to time. Presently, Mr. Barlow, our President and Chief Executive Officer also serves as
Chairman of the Board. Other than Mr. Barlow, all of our directors are independent. The Board determined that selecting our Chief Executive Officer as Chairman is in our best interests because it promotes unity of vision for the leadership of
Home Federal Bancorp and avoids potential conflicts among directors. In addition, as the Chief Executive Officer, Mr. Barlow is the director most familiar with our business and operations and is best situated to lead discussions on important
matters affecting the business of Home Federal Bancorp. By combining the Chief Executive Officer and Chairman positions there is a firm link between management and the Board which promotes the development and implementation of our corporate
strategy.
The Board of Directors is aware of the potential conflicts that may arise when an insider chairs the Board, but believes these are limited by existing safeguards which
include the fact that as a financial institution holding company, much of our operations are highly regulated.
Compensation of Directors
Director Compensation Table.
The table below summarizes the total compensation paid to each of our non-employee directors for the
fiscal year ended June 30, 2021. The primary elements of Home Federal Bank’s non-employee director compensation program consist of cash and equity compensation. Compensation for Mr. Barlow is included in the Summary Compensation Table.
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Name
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Fees Earned or
Paid in Cash
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Stock
Awards
(2)
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Option
Awards
(2)
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Total
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Walter T. Colquitt, III
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$
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21,100
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$
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47,440
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$
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41,400
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$
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109,940
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Mark M. Harrison
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21,800
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47,400
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41,400
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110,640
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Woodus K. Humphrey
(1)
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10,500
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--
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10,500
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Scott D. Lawrence
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21,700
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47,440
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41,400
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110,540
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Thomas Steen Trawick, Jr.
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21,100
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47,440
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41,400
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109,940
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Timothy W. Wilhite, Esq.
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21,900
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47,440
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41,400
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110,740
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_____________________
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(1)
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Mr. Humphrey retired as a director on November 18, 2020.
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As of June 30, 2021, each of our non-employee directors held the following aggregate number of unvested stock awards and outstanding options:
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Aggregate Number of Equity Awards
Outstanding at Fiscal Year End
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Name
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Stock Awards
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Option Awards
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Walter T. Colquitt, III
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4,000
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37,348
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Mark M. Harrison
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4,000
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47,338
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Woodus K. Humphrey
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--
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11,088
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Scott D. Lawrence
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4,000
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27,000
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Thomas Steen Trawick, Jr.
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4,000
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42,586
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Timothy W. Wilhite, Esq.
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4,000
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28,400
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Narrative to Director Compensation Table.
Members of the Board of Directors received a fee of $1,750 for regular meetings of the
Board regardless of meeting attendance. We do not pay fees for special meetings of the Board or separate compensation to directors for their attendance at meetings of the Board of Directors of Home Federal Bancorp. Members of Home Federal
Bancorp’s Audit Committee and Compensation Committee receive $100 per meeting attended and members of Home Federal Bank’s ALCO committee receive $100 per meeting attended. Board fees are subject to periodic adjustment by the Board of Directors. The
members of the Board of Directors may also receive discretionary bonuses which were $1,750 in December 2020 and $1,750 in June 2021 for each director for fiscal 2021.
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In November 2020, members of the Board of Directors received
share awards and stock options under our 2019 Stock Incentive Plan. Each of our non-employee directors received 2,000 share awards and 9,000 stock options. All of the November 2020 stock awards and stock options are vesting at a rate of 20% per
year commencing on the one year anniversary of the date of grant and will be fully vested as of November 11, 2025.
Meetings of the Board of Directors
During the fiscal year ended June 30, 2021, the Board of Directors of Home Federal Bancorp met 11 times. No director of Home Federal Bancorp attended fewer than 75% of the
aggregate of the total number of Board meetings held during the period for which he has been a director, and the total number of meetings held by all committees of the Board on which he served.
Membership on Certain Board Committees
The Board of Directors of Home Federal Bancorp has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All of the
members of these committees are independent directors as defined in the listing standards of The Nasdaq Stock Market. The committees operate in accordance with written charters which are available on our website at www.hfbla.com. The following
table sets forth the membership of the committees as of the date of this proxy statement.
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Directors
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Audit
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Compensation |
Nominating
and Corporate
Governance
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Mark M. Harrison
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*
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** |
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Scott D. Lawrence
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** |
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*
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Thomas Steen Trawick, Jr
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*
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Timothy W. Wilhite, Esq.
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*
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*
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** |
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___________________
* Member
** Chairman
Audit Committee.
The Audit Committee reviews with management and the independent registered public accounting firm the systems of
internal control, reviews the annual financial statements, including the Annual Report on Form 10-K and monitors Home Federal Bancorp’s adherence in accounting and financial reporting to generally accepted accounting principles. The Audit
Committee is comprised of three directors who are independent directors as defined in the Nasdaq listing standards and the rules and regulations of the Securities and Exchange Commission. The Board of Directors has determined that no members of the
Audit Committee meet the qualifications established for an Audit Committee financial expert in the regulations of the Securities and Exchange Commission; however, the members have the requisite financial and accounting background to meet the Nasdaq
listing standards. The Audit Committee met two times in fiscal 2021 and informally reviews our financial results on a quarterly basis.
Nominating and Corporate Governance Committee.
It is the responsibility of the Nominating and Corporate Governance Committee in
accordance with its charter to, among other functions, review the qualifications of director nominees. The Committee approves nominees for consideration by the full Board of Directors to fill vacancies on the Board or for election at the annual
meeting. The Nominating and Corporate Governance Committee met once during fiscal 2021.
Compensation Committee.
It is the responsibility of the Compensation Committee of Home Federal Bancorp to set the compensation of
Home Federal Bancorp’s Chief Executive Officer and Chief Financial Officer as well as the other members of senior management and administer our stock and incentive compensation plans. The Compensation Committee of Home Federal Bancorp met five
times in fiscal 2021.
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Board’s Role in Risk Oversight
Risk is inherent with every business, particularly financial institutions. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational
risk, strategic risk and reputational risk. Management is responsible for the day-to-day management of the risks Home Federal Bancorp faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk
management. In its risk oversight role, the Board of Directors ensures that the risk management processes designed and implemented by management are adequate and functioning as designed.
Members of senior management regularly attend meetings of the Board of Directors and address any questions or concerns raised by the Board on risk management or other
matters. The Board’s risk oversight function is carried out through, among other factors, its review and approval of various policies and procedures, such as Home Federal Bank’s lending and investment policies, ratification or approval of
investments and loans exceeding certain thresholds, and regular review of risk elements such as interest rate risk exposure, liquidity and problem assets.
Directors’ Attendance at Annual Meetings
Directors are expected to attend the annual meeting absent a valid reason for not doing so. All of our directors attended, in person or by telephone, the annual meeting of
shareholders held on November 18, 2020.
Executive Officers Who Are Not Also Directors
The following individuals who do not also serve on the Board of Directors serve as executive officers of Home Federal Bancorp. Ages are reflected as of September 21, 2021.
|
David S. Barber
, age 52, has served as Senior Vice President Mortgage Lending of Home Federal Bank since June 2009. Prior thereto, Mr. Barber served as Vice President,
Director of Branch Operations, First Family Mortgage, Inc. from July 2004 to May 2009.
|
|
Glen W. Brown, CPA
, age 64, has served as Senior Vice President and Chief Financial Officer of Home Federal Bank since July 2014. Previously, Mr. Brown served as Vice
President/Controller, Teche Federal Bank, New Iberia, Louisiana, the wholly owned subsidiary of Teche Holding Company, from November 1997 to June 2014.
|
|
Adalberto Cantu, Jr.
, age 71, has served as Senior Vice President and Senior Credit Officer of Home Federal Bank since February 2013. Prior thereto, Mr. Cantu served as
Senior Vice President of Business Banking at Progressive Bank from July 2010 to October 2011. Previously, Mr. Cantu served as Senior Vice President of Business Banking at Regions Bank from July 1987 to July 2010.
|
|
Mary L. Jones
, age 68, has served as Chief Operations Officer, Senior Vice President Retail and Deposit Operations of Home Federal Bank since January 2015. Prior
thereto, Ms. Jones served as Senior Vice President Retail and Deposit Operations of Home Federal Bank from July 2011 to January 2015, and previously Ms. Jones served as Vice President of Operations since January 2009. Previously, Ms. Jones
served as Assistant Vice President and BSA Officer of Home Federal Bank from January 1985 to January 2009 and January 2013, respectively.
|
|
K. Matthew Sawrie
, age 46, has served as Senior Vice President Commercial Lending of Home Federal Bank since February 2009. Prior thereto, Mr. Sawrie served as Vice
President Commercial Real Estate, Regions Bank from 2006 to 2009, and previously, Assistant Vice President Business Banking Relationship Manager, Regions Bank from 2003 to 2006.
|
|
|
7
In accordance with our Bylaws, our executive officers are
elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the Board of Directors.
|
MANAGEMENT COMPENSATION
|
Summary Compensation Table
The following table sets forth a summary of certain information concerning the compensation earned during the fiscal years ended June 30, 2021 and 2020 by our principal
executive officer, Mr. Barlow, and the two other executive officers serving at the end of fiscal 2021 who were the most highly compensated executive officers in fiscal 2021. These three officers are referred to as the “named executive officers”
in this proxy statement.
|
Name and Principal Position
|
Fiscal
Year
|
Salary
|
Bonus
|
Nonequity
Incentive Plan
Compensation
|
Stock
Awards
(1)
|
Option
Awards
(1)
|
All Other
Compen-
sation
(2)
|
Total
|
||||||||||||||||||||||||
|
James R. Barlow
|
2021
|
$
|
281,830
|
$
|
162,664
|
$
|
--
|
$
|
355,800
|
$
|
46,000 |
$
|
108,830
|
$
|
955,124
|
|||||||||||||||||
| Chairman of the Board, President and |
2020
|
272,614
|
150,516
|
--
|
--
|
--
|
108,880
|
532,010
|
||||||||||||||||||||||||
| Chief Executive Officer | ||||||||||||||||||||||||||||||||
|
David S. Barber
Senior Vice President –
Mortgage Lending
|
2021
2020
|
142,980
138,293
|
10,214
--
|
266,258
194,978
|
--
--
|
9,200
--
|
32,260
32,945
|
460,912
366,216
|
||||||||||||||||||||||||
|
K. Matthew Sawrie
Senior Vice President –
Commercial Lending
|
2021
2020
|
154,590
150,076
|
--
--
|
102,110
101,960
|
23,720
--
|
32,200
--
|
47,745
51,963
|
360,365
303,999
|
||||||||||||||||||||||||
______________________
| (1) |
Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards of restricted stock and grants of stock options during the 2021fiscal year. The assumptions used in valuing
the restricted stock awards and stock option awards are set forth in Note 13 to the Consolidated Financial Statements included in our Form 10-K for the year ended June 30, 2021.
|
| (2) |
All other compensation does not include amounts attributable to other miscellaneous benefits the costs of which to Home Federal Bancorp of providing such benefits during fiscal 2021 did not exceed $10,000 other
than club dues and the provision of an automobile for Mr. Sawrie. Includes for fiscal 2021, matching contributions under the Home Federal Bank 401(k) Plan, allocations of cash dividends and shares under the employee stock ownership plan
based on a closing price of $14.44 on December 31, 2020, life insurance premiums, $21,000 in directors’ fees paid to Mr. Barlow and 41,329 accrued for his benefit under Mr. Barlow’s SERP.
|
Narrative to Summary Compensation Table
Base salaries for our named executive officers are approved by the Compensation Committee. Base salaries as of the end of fiscal 2021 established by the Compensation
Committee were $281,830, $142,980 and $154,590 for Messrs. Barlow, Barber and Sawrie, respectively. Mr. Barlow received a discretionary bonus of $162,664 equal to approximately 57.7% of his then current base salary, in January 2021, based on Home
Federal Bancorp’s results of operations through the second quarter ended December 31, 2020. Mr. Barber receives incentive compensation based on a matrix that includes total mortgage loan originations and average basis points earned by Home
Federal Bank, with adjustments for early payoffs and defaults. Mr. Sawrie received incentive compensation within 45 days of the end of each quarter as a participant in our Loan Officer Incentive Plan, the terms of which are described below under
“-Loan Officer Incentive Plan.” Messrs. Barlow, Barber and Sawrie received 20,000, 4,000 and 14,000 stock options, respectively, and Messrs. Barlow and Sawrie, received 30,000 and 2,000 stock awards, respectively, on November 11, 2020, all which
are vesting over five years at 20% per year.
At the annual meeting of shareholders of Home Federal Bancorp held on November 13, 2019, the shareholders recommended, on an advisory basis, that future advisory votes on
executive compensation should be held every three years. Consistent with the shareholder recommendation, the Board of Directors of Home Federal Bancorp determined that it will hold an advisory vote on executive compensation every three years.
8
Outstanding Equity Awards at Fiscal Year-End
The table below sets forth outstanding equity awards to our named executive officers under our Stock Option Plans, 2014 Stock Incentive Plan and 2019 Stock Incentive Plan
at June 30, 2021. We have not made any equity incentive plan awards that are subject to performance conditions.
|
Stock Awards
|
|||||||||||||||||||||
|
Number of
|
Market Value
|
||||||||||||||||||||
|
Option Awards
|
Shares or
|
of Shares or
|
|||||||||||||||||||
|
Number of Securities Underlying
|
Option
|
Option
|
Units of Stock
|
Units of Stock
|
|||||||||||||||||
|
Unexercised Options
|
Exercise
|
Expiration |
That Have
|
That Have
|
|||||||||||||||||
| Name |
Exercisable
|
Unexercisable
|
Price
|
Date |
Not Vested
|
Not Vested
(3)
|
|||||||||||||||
|
James R. Barlow
|
97,960
|
--
|
$
|
7.35
|
1/31/2022
|
30,000
|
(1)
|
$
|
585,000
|
||||||||||||
|
4,266
|
--
|
9.46
|
7/31/2024
|
||||||||||||||||||
|
20,000
|
--
|
11.50
|
10/26/2025
|
||||||||||||||||||
|
--
|
20,000
|
(1)
|
11.86
|
11/11/2030
|
|||||||||||||||||
|
David S. Barber
|
3,890
|
--
|
7.35
|
1/31/2022
|
1,200
|
(2)
|
23,400
|
||||||||||||||
|
4,000
|
--
|
11.50
|
10/26/2025
|
||||||||||||||||||
|
3,600
|
5,400
|
(2)
|
15.63
|
2/5/2029
|
|||||||||||||||||
|
--
|
4,000
|
(1)
|
11.86
|
11/11/2030
|
|||||||||||||||||
|
K. Matthew Sawrie
|
6,000
|
--
|
7.35
|
1/31/2022
|
2,000
|
(1)
|
39,000
|
||||||||||||||
|
6,506
|
--
|
9.46
|
7/31/2024
|
||||||||||||||||||
|
14,000
|
--
|
11.50
|
10/26/2025
|
||||||||||||||||||
|
--
|
14,000
|
(1)
|
11.86
|
11/11/2030
|
|||||||||||||||||
___________________
| (1) |
The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on November 11, 2021.
|
| (2) |
The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on February 5, 2020.
|
| (3) |
Market value calculated by multiplying the closing market price of our common stock on June 30, 2021, which was $19.50, by the applicable number of shares of common stock underlying the unvested stock awards.
|
Employment and Change in Control Agreements
Home Federal Bank has entered into an amended and restated employment agreement with Mr. James R. Barlow effective as of January 1, 2013. The employment agreement amended
and restated the prior employment agreement between Home Federal Bank and the executive. Pursuant to his employment agreement, Mr. Barlow serves as President and Chief Executive Officer of Home Federal Bank for an initial term of three years
commencing on the effective date, provided that the term of Mr. Barlow’s agreement will be extended for an additional year on each January 1 during the term of the agreement, unless Home Federal Bank or Mr. Barlow gives notice to the other party of
its or his intent not to extend the term of the agreement. The agreement provided for an initial base salary of $193,950 per year for Mr. Barlow. Mr. Barlow’s base salary may be increased at the discretion of the Board of Directors of Home
Federal Bank but may not be decreased during the term of the agreement without the prior written consent of the executive. Home Federal Bank also agreed to provide Mr. Barlow with an automobile during the term of the agreement.
The employment agreement with Mr. Barlow is terminable with or without cause by Home Federal Bank. The employment agreement provides that in the event of (y) termination of
employment by Home Federal Bank other than for cause, disability, retirement or death, or (z) termination by the executive for "good reason," as defined, in each case before or after a change in control, the executive would be entitled to (1) an
amount of cash severance which is equal to three times his average annual compensation and (2) continued participation in certain employee benefit plans of Home Federal Bank until the earlier of 36 months or the date the executive receives
substantially similar benefits from full-time employment with another employer. The employment agreement with Home Federal Bank provides that in the event any of the payments to be made thereunder or otherwise upon termination of employment are
deemed to constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code, then such payments and benefits received thereunder shall be reduced by the minimum amount necessary to result in no portion of the payments
and benefits being non-deductible by Home Federal Bank for federal income tax purposes.
9
Home Federal Bancorp entered into an employment agreement with Mr. Barlow to serve as President and Chief Operating Officer of Home Federal Bancorp, effective as of January
1, 2013, which is on terms substantially similar to the amended and restated employment agreement with Home Federal, except as follows. The agreement with Home Federal Bancorp provides that severance payments payable to Mr. Barlow by Home Federal
Bancorp shall include the amount by which the severance benefits payable by Home Federal are reduced as a result of Section 280G of the Internal Revenue Code, if the parachute payments exceed 105% of three times the executive's "base amount" as
defined in Section 280G of the Internal Revenue Code. If the parachute payments are not more than 105% of the amount equal to three times the base amount, the severance benefits payable by Home Federal Bancorp will be reduced so they do not
constitute "parachute payments" under Section 280G of the Internal Revenue Code. In addition, the agreement with Home Federal Bancorp provides that Home Federal Bancorp shall reimburse Mr. Barlow for any resulting excise taxes payable by him, plus
such additional amount as may be necessary to compensate him for the payment of state and federal income, excise and other employment-related taxes on the excise tax reimbursement. Under the agreements with Home Federal Bancorp and Home Federal
Bank, Mr. Barlow's compensation, benefits and expenses will be paid by Home Federal Bancorp and Home Federal Bank in the same proportion as the time and services actually expended by Mr. Barlow on behalf of each of Home Federal Bancorp and Home
Federal Bank.
Supplemental Executive Retirement Agreement
Home Federal Bank adopted a Supplemental Executive Retirement Agreement on December 13, 2017 for the benefit of Mr. Barlow as President and Chief Executive Officer of Home
Federal Bancorp and Home Federal Bank effective as of January 1, 2018. Under the terms of the agreement, after the target retirement date of December 31, 2033, Mr. Barlow will receive annual retirement benefits of $120,000, payable in equal annual
installments over ten years. In the event of a separation from service prior to December 31, 2033, other than as a result of death and without cause, Mr. Barlow would receive his accrued benefits through such date payable in a lump sum. If Mr.
Barlow has a separation from service either concurrently with or within two years following a change in control, he will be credited with five additional years of service following the date of his separation from service for purposes of calculating
his accrued amount. In the event of death while in active service, his designated beneficiaries would receive a lump sum payment of the full retirement benefit. In the event of death after retirement, but before all payments have been made, any
remaining benefits will be paid to the designated beneficiaries until all the annual installments have been paid. The retirement benefits are vesting ratably at 6.25% per year for sixteen years beginning with the calendar year ending December 31,
2018.
Loan Officer Incentive Plan
On February 10, 2016, the Compensation Committee approved the Home Federal Bank 2016 Loan Officer Incentive Plan for the benefit of the Bank’s eligible commercial loan
officers. The terms of the Loan Officer Incentive Plan are reviewed annually and were amended on February 10, 2016 to change the administration period to a fiscal year basis, to provide for three participation levels, two based on the size of the
commercial loan officer’s book of business and one for the Commercial Sales Manager and to specify the five performance measures used to calculate the book of business performance. Mr. Sawrie is our only named executive officer who participates in
the plan as Commercial Sales Manager.
The Loan Officer Incentive Plan is an annual incentive compensation plan intended to reward participating commercial loan officers with variable cash awards that are
contingent upon the net interest income produced from the loan officer’s identified loan portfolio, and in the case of the Commercial Sales Manager, all loans originated by commercial loan officers, and net income from new loans originated during
the performance period plus commercial deposit fee income, multiplied by a portfolio rating based on the performance measures. Participants in the Loan Officer Incentive Plan are selected by the President and Chief Executive Officer and
recommended for approval by the Compensation Committee of the Board of Directors which administers the plan.
10
During fiscal 2021, Level I and Level II participants in the Loan Officer Incentive Plan received a cash incentive award equal to 2.0% and 3.0%, respectively, of the net
interest income from loans originated by the particular loan officer prior to the beginning of the fiscal year and a cash incentive award equal to 15.0% and 10.0%, respectively, of the net income from the loan officer’s loan originations during the
performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The Commercial Sales Manager received a cash incentive award equal to 1.0% of the net
interest income from loans originated by all the commercial loan officers prior to the beginning of the fiscal year and a cash incentive award equal to 5.0% of the net income from all of the loans originated by the commercial loan officers during
the performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The cash incentive awards are paid to the Commercial Sales Manager on a quarterly basis.
Retirement Benefits
Retirement benefits are an important element of a competitive compensation program for attracting senior executives, especially in the financial services industry. Our
executive compensation program currently includes (i) a 401(k) profit sharing plan which enables our employees to supplement their retirement savings with elective deferral contributions and with matching and discretionary contributions by us, and
(ii) an employee stock ownership plan that allows participants to accumulate retirement benefits in the form of employer stock at no current cost to the participant.
401(k) and Profit Sharing Plan
. We adopted the Home Federal Bank Employees’ Savings and Profit Sharing Plan and Trust (“401(k)
Plan”) effective November 15, 2004. To participate in the 401(k) Plan, eligible employees must have completed three months of full time service and attained age 21. Participating employees may make elective salary reduction contributions of up to
$19,500 of their eligible compensation for 2021. Home Federal Bank will contribute a basic “safe harbor” contribution of 100% of the first 6%
of plan salary elective deferrals. We are also permitted to make
discretionary contributions to be allocated to participant accounts.
Employee Stock Ownership Plan.
We established an employee stock ownership plan for our employees in connection with our mutual to
stock conversion in 2005. We acquired additional shares in connection with our second-step conversion in 2010. The shares were purchased by the employee stock ownership plan with funds borrowed from Home Federal Bancorp and are held in a suspense
account and released for allocation as debt service payments are made. Additional discretionary contributions may be made to the plan in either cash or shares of common stock, although we have no plans to do so at this time. Shares released from
the suspense account are allocated to each eligible participant’s plan account pro rata based on compensation. Forfeitures may be used for the payment of expenses or be reallocated among the remaining participants. Employees who have been credited
with at least 1,000 hours of service during a 12-month period and who have attained age 21 are eligible to participate in the employee stock ownership plan. Participants become 100% vested after three years of service. Participants also become
fully vested in their account balances upon a change in control (as defined), death, disability or retirement. Benefits may be payable upon retirement or separation from service.
Stock Option Plans and Stock Incentive Plans
Home Federal Bancorp maintains our 2005 Stock Option Plan and our 2011 Stock Option Plan. The 2005 Stock Option Plan terminated on June 8, 2015, however the 4,266
outstanding stock options as of September 21, 2021 will remain in effect until exercised for the remainder of their original ten year terms. As of June 30, 2021, there were 778 stock options which had been forfeited and are available for future
grant under the 2011 Option Plan.
In November 2014, shareholders approved the 2014 Stock Incentive Plan which provides for a total of 300,000 shares (split adjusted) reserved for future issuance as stock
awards or stock options. No more than 75,000 shares, or 25%, may be granted as stock awards. On October 26, 2015, we granted a total of 69,000 plan share awards and 207,000 stock options to directors, officers, and other key employees vesting
ratably over five years. On February 5, 2019, we granted the remaining 6,000 plan share awards and 27,000 stock options to key employees vesting ratably over five years. There were 13,000 stock options forfeited and available for grant under the
2014 Stock Incentive Plan. The 2014 Stock Incentive Plan cost is being recognized over the five year vesting period.
11
In November 2019, shareholders approved the 2019 Stock Incentive Plan which provides for a total of 250,000 shares (split adjusted) reserved for future issuance as stock
awards or stock options. No more than 62,500 shares, or 25%, may be granted as stock awards. On November 11, 2020, we granted a total of 62,500 plan share awards and 187,500 stock options to directors, officers and other key employees. Under all of
our stock benefit plans, awards may vest no faster than 20% per year, beginning one year from the date of grant. However, under the plans, vesting of any award is accelerated upon the death or disability of a recipient or upon a change-in-control
of Home Federal Bancorp. Outstanding stock awards and stock options as of June 30, 2021, for our non-employee directors are reflected in footnote one to the “Director Compensation Table” and for our named executive officers in the table
“Outstanding Equity Awards at Fiscal Year-End.”
Survivor Benefit Plan
In June 2011, Home Federal Bank purchased bank owned life insurance on the lives of its employees. In consideration for entering into consent to insurance agreements, on
July 13, 2011, Home Federal Bank entered into Survivor Benefit Plan Participation Agreements with employees including our named executive officers. The agreements provide that the officer’s beneficiary will receive three times the officer’s base
salary if serving as an officer of Home Federal Bank at the date of death. The agreements may be amended or terminated at any time by Home Federal Bank as long as it does not reduce or delay any benefit payable to a participant whose death has
already occurred.
Related Party Transactions
Home Federal Bank offers extensions of credit to its directors, officers and employees as well as members of their immediate families for the financing of their primary
residences and other proposes. These loans are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Home
Federal Bank and none of such loans involve more than the normal risk of collectability or present other unfavorable features.
Under Home Federal Bancorp’s Audit Committee Charter, the Audit Committee is required to review and approve all related party transactions, as described in Item 404 of
Regulation S-K promulgated by the Securities and Exchange Commission.
12
|
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
|
The following table sets forth as of September 21, 2021, the voting record date for the annual meeting, certain information as to the common stock beneficially owned by (1)
each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (2) our
directors, (3) the other named executive officers and (4) all directors and executive officers of Home Federal Bancorp as a group.
|
Name of Beneficial Owner or Number of Persons in Group
|
Amount and Nature of
Beneficial Ownership as
of September 21, 2021
(1)
|
Percent of
Common Stock
(2)
|
||||||
|
5% Shareholders:
|
||||||||
|
Home Federal Bank Employee Stock Ownership Plan
c/o Home Federal Bank
624 Market Street
Shreveport, Louisiana 71101
|
397,757
|
11.9
|
%
|
|||||
|
Daniel R. Herndon and Lola W. Herndon
6121 Fern Avenue, No. 120
|
256,316
|
(4)
|
7.5
|
|||||
| Shreveport, Louisiana 71105 | ||||||||
|
|
||||||||
|
Financial Opportunity Fund LLC
|
285,886
|
(5)
|
8.5 | |||||
| 1313 Dolley Madison Boulevard, Suite 306 | ||||||||
|
McLean, Virginia 22101
|
||||||||
|
Directors
:
|
||||||||
|
James R. Barlow
|
266,308
|
(6)(7)
|
7.7
|
%
|
||||
|
Walter T. Colquitt, III
|
46,012
|
(6)(8)
|
1.4
|
|||||
|
Mark M. Harrison
|
57,460
|
(6)(9)
|
1.7
|
|||||
|
Scott D. Lawrence
|
72,602
|
(6)(10)
|
2.2
|
|||||
|
Thomas Steen Trawick, Jr.
|
36,158
|
(6)
|
1.1
|
|||||
|
Timothy W. Wilhite, Esq.
|
48,296
|
(6)(11)
|
1.4
|
|||||
|
Other Named Executive Officers:
|
*
|
|||||||
|
David S. Barber
|
34,773
|
(6)(12)
|
1.0
|
|||||
|
K. Matthew Sawrie
|
108,913
|
(6)(13)
|
3.2
|
|||||
|
All Directors and Executive Officers as a Group
(11 persons)
|
776,677
|
(6)(14)
|
21.2
|
%
|
||||
__________________
| * |
Represents less than 1% of our outstanding common stock.
|
| (1) |
Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are
deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to
dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. None of the shares reflected as being beneficially owned by
executive officers and directors are pledged as security.
|
| (2) |
Each beneficial owner’s percentage ownership is determined by assuming that options held by such person (but not those held by any other person) and that are exercisable within 60 days of the voting record date have been exercised.
|
|
(3)
|
As of September 21, 2021, 239,544 shares held in the Home Federal Bank Employee Stock Ownership Plan trust had been allocated to the accounts of participating employees. Amounts held by the plan trustee, Mr. Barlow, reflect shares
allocated to their individual accounts and exclude all other shares held in the trust. Under the terms of the plan, the trustee vote all allocated shares in accordance with the instructions of the participating employees. Any unallocated
shares are generally required to be voted by the plan trustee in the same ratio on any matter as to those shares for which instructions are given by the participants.
|
(4) Includes 22,524 shares held by Mr. Herndon, 99,456 shares held by Mr. Herndon in his individual retirement account, 78,922 shares held jointly and 55,414 stock options
exercisable.
(Footnotes continued on next page)
13
______________________
| (5) |
This information is based on an Amendment No. 6 to a Schedule 13G filed with the SEC on February 10, 2021 by Financial Opportunity Fund LLC (“Financial Opportunity”), a Delaware limited liability company. FJ Capital Management, LLC (“FJ
Capital”), Financial Opportunity and its managing member, Martin S. Friedman, have shared voting power and shared dispositive power over 223,306 shares of common stock (split adjusted) held by Financial Opportunity, of which FJ Capital is
the managing member. Martin Friedman, the managing member of FJ Capital, owns 62,580 shares of common stock (split adjusted) individually.
|
| (6) |
Includes options to acquire shares of Home Federal Bancorp common stock that were exercisable within 60 days of September 21, 2021, under our 2005 and 2011 Stock Option Plans and our 2014 and 2019 Stock Incentive Plans and plan share
awards under our 2014 and 2019 Stock Incentive Plans that will vest within 60 days of September 21, 2021, over which the directors and executive officers do not have current voting or investment powers as follows:
|
|
Name
|
Stock Awards
|
Stock Options
|
||||||
|
James R. Barlow
|
6,000
|
125,526
|
||||||
|
Walter T. Colquitt, III
|
800
|
22,948
|
||||||
|
Mark M. Harrison
|
800
|
32,938
|
||||||
|
Scott D. Lawrence
|
800
|
7,600
|
||||||
|
Thomas Steen Trawick, Jr.
|
800
|
26,600
|
||||||
|
Timothy W. Wilhite, Esq.
|
800
|
14,000
|
||||||
|
David S. Barber
|
--
|
12,290
|
||||||
|
K. Matthew Sawrie
|
400
|
29,306
|
||||||
|
All directors and executive officers as a group (11 persons)
|
11,200
|
319,048
|
||||||
| (7) |
Includes 1,100 shares held by Mr. Barlow’s spouse, 33,914 shares held in Home Federal Bank’s 401(k) Plan and 19,444.3738 shares allocated to Mr. Barlow’s account in the Home Federal Bank employee stock ownership plan.
|
| (8) |
Includes 17,772 shares held jointly with Dr. Colquitt’s spouse.
|
| (9) |
Includes 1,822 shares held by Mr. Harrison’s spouse and 5,466 shares held in his individual retirement account.
|
| (10) |
Includes 9,110 shares held in Mr. Lawrence’s individual retirement account and 9,110 shares held jointly with Mr. Lawrence’s spouse.
|
| (11) |
Includes 33,496 shares held jointly with Mr. Wilhite’s spouse.
|
| (12) |
Includes 3,830 shares held in Home Federal Bank’s 401(k) Plan and 15,342.6218 shares allocated to Mr. Barber’s account in the Home Federal Bank employee stock ownership plan.
|
| (13) |
Includes 3,844 shares held jointly with Mr. Sawrie’s spouse, 10,722 shares held in Mr. Sawrie’s individual retirement account and 15,839.1638 shares allocated to Mr. Sawrie in the Home Federal Bank employee stock ownership plan.
|
| (14) |
Includes an aggregate of 64,203 shares of common stock held in Home Federal Bank’s 401(k) Plan and 75,511.6228 shares of common stock which are held by Home Federal Bank’s employee stock ownership plan on behalf of our executive officers
as a group.
|
Section 16(a) Beneficial Ownership Reporting Compliance
General.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own
more than 10% of Home Federal Bancorp’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish
Home Federal Bancorp with copies of all Section 16(a) forms they file. We know of no person who owns 10% or more of our common stock.
Delinquent Section 16(a) Reports.
Based solely on our review of the copies of such forms furnished to us, or written representations
from our officers and directors, we believe that during, and with respect to, the fiscal year ended June 30, 2021, all of our officers and directors complied in all respects with the reporting requirements promulgated under Section 16(a) of the
Securities Exchange Act of 1934, with the exception of Mr. Lawrence who was late filing one transaction on Form 4 and Mr. Sawrie who was late filing two transactions on Form 4.
14
|
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal Two)
|
The Audit Committee of the Board of Directors of Home Federal Bancorp has appointed Dixon Hughes Goodman LLP, to perform the audit of our financial statements for the year
ending June 30, 2022, and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.
We have been advised by Dixon Hughes Goodman LLP that neither that firm nor any of its associates has any relationship with Home Federal Bancorp or its subsidiaries other
than the usual relationship that exists between an independent registered public accounting firm and its clients. We do not anticipate that representatives of Dixon Hughes Goodman LLP will attend the Annual Meeting.
LaPorte, A Professional Accounting Corporation performed the audits of our financial statements for the years ending June 30, 2021 and 2020. On July 21, 2021, Home Federal
Bancorp notified LaPorte that it had been dismissed as Home Federal Bancorp’s independent registered public accounting firm and notified Dixon Hughes Goodman, LLP, that it had been selected by the Audit Committee as the independent registered
public accounting firm for the fiscal year ended June 30, 2022. In connection with their audit for the years ended June 30, 2021 and 2020 and during the subsequent interim period until the engagement of Dixon Hughes Goodman, LLP, there were no
disagreements with LaPorte on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. The report on the financial statements for fiscal 2021 and 2020 of LaPorte did not contain an adverse
opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During fiscal 2021 and 2020, Dixon Hughes Goodman, LLP did not advise, and has not indicated to Home Federal Bancorp that it
had reason to advise, Home Federal Bancorp of any “reportable event,” as defined in Item 304(a) of Regulation S-K of the Exchange Act. During fiscal 2021 and 2020, Home Federal Bancorp had not consulted Dixon Hughes Goodman, LLP regarding the
application of accounting principles, either contemplated or proposed, the type of audit opinion that might be rendered on Home Federal Bancorp’s financial statements or any other matters of a “reportable event.”
Audit Fees
The following table sets forth the aggregate fees paid by us to LaPorte for professional services rendered by LaPorte in connection with the audit of Home Federal Bancorp’s
consolidated financial statements for fiscal 2021 and 2020, as well as the fees paid by us to LaPorte for audit-related services, tax services and all other services rendered by LaPorte to us during fiscal 2021 and 2020.
|
Year Ended June 30,
|
||||||||
|
2021
|
2020
|
|||||||
|
Audit fees
(1)
|
$
|
110,506
|
$
|
95,650
|
||||
|
Audit-related fees
(2)
|
--
|
1,119
|
||||||
|
Tax fees
|
--
|
--
|
||||||
|
All other fees
(3)
|
--
|
3,470
|
||||||
|
Total
|
$
|
110,506
|
$
|
100,239
|
||||
___________________
|
(1)
|
|
Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly reports filed with the Securities and Exchange Commission,
as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with the Securities and Exchange Commission.
|
|
(2)
|
|
Audit-related fees consist of fees incurred in connection with auditing procedures with our investment portfolio.
|
|
(3)
|
|
All other fees consist of reimbursement of travel expenses.
|
The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Home Federal Bancorp. The Audit
Committee also reviews and pre-approves all audit-related and non-audit related services rendered by our independent registered public accounting firm in accordance with the Audit Committee’s charter. In its review of these services and related
fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain
audit-related services and certain non-audit related tax services which are specifically described by the Audit Committee on an annual basis and separately approves other individual engagements as necessary.
15
Each new engagement of LaPorte, A Professional Accounting Corporation was approved in advance by the Audit Committee or its Chair, and none of those engagements made use of
the
de minimis
exception to pre-approval contained in the Securities and Exchange Commission’s rules.
The Board of Directors recommends that you vote FOR the ratification of the appointment
Dixon Hughes Goodman LLP for the
fiscal year ending June 30, 2022.
|
REPORT OF THE AUDIT COMMITTEE
|
The Audit Committee has reviewed and discussed Home Federal Bancorp’s audited financial statements with management. The Audit Committee has discussed with Home Federal
Bancorp’s independent registered public accounting firm, LaPorte, A Professional Accounting Corporation, the matters required to be discussed by the Statement on Auditing Standards (“SAS”) No. 61, “Communication with Audit Committees,” as amended
by SAS No. 90, “Audit Committee Communications.” The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with LaPorte, A Professional Accounting Corporation, the independent auditor’s independence. Based on the
review and discussions referred to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Home Federal Bancorp’s Annual Report on Form 10-K for fiscal year 2021 for
filing with the Securities and Exchange Commission.
Members of the Audit Committee
Mark M. Harrison
Scott D. Lawrence, Chairman
Timothy W. Wilhite, Esq.
|
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
|
Shareholder Proposals
. Any proposal which a shareholder wishes to have included in the proxy materials of Home Federal Bancorp
relating to the next annual meeting of shareholders of Home Federal Bancorp, which is anticipated to be held in November
2022, must be made in writing and filed with the Corporate Secretary, DeNell W.
Mitchell, Home Federal Bancorp, 624 Market Street, Shreveport, Louisiana, 71101, no later than June 8, 2022. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, it
will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of shareholders. It is urged that any such proposals be sent certified mail, return receipt requested.
Shareholder proposals which are not submitted for inclusion in Home Federal Bancorp’s proxy materials pursuant to Rule 14a-8 may be brought before an annual meeting
pursuant to Article 8.D. of our Articles of Incorporation. Notice of the proposal must be given in writing and delivered to, or mailed and received at, our principal executive offices no later than June 8, 2022. The notice must include the
information required by Article 8.D. of our Articles of Incorporation.
Shareholder Nominations
. Our Articles of Incorporation provide that all nominations for election to the Board of Directors, other
than those made by the Board or a committee thereof, shall be made by a shareholder who has complied with the notice and information requirements contained in Article 5.F. of our Articles of Incorporation. Written notice of a shareholder
nomination generally must be communicated to the attention of the Secretary and either delivered to, or mailed and received at, our principal executive offices no later than June 8, 2022, with respect to the next annual meeting of shareholders.
16
Other Shareholder Communications
. Shareholders who wish to communicate with the Board may do so by sending written communications
addressed to the Board of Directors of Home Federal Bancorp, Inc., c/o DeNell W. Mitchell, Corporate Secretary, at 624 Market Street, Shreveport, Louisiana 71101. Ms. Mitchell will forward such communications to the director or directors to whom
they are addressed.
|
ANNUAL REPORTS
|
A copy of Home Federal Bancorp’s Annual Report including the Form 10-K for the year ended June 30, 2021 accompanies this proxy statement. Such annual report is not part of
the proxy solicitation materials.
Upon receipt of a written request, we will furnish to any shareholder without charge a copy of the exhibits to the Annual Report on Form 10-K for the
year ended June 30, 2021. Such written requests should be directed to Ms. DeNell W. Mitchell, Corporate Secretary, Home Federal Bancorp, Inc., 624 Market Street, Shreveport, Louisiana 71101.
|
OTHER MATTERS
|
Management is not aware of any business to come before the annual meeting other than the matters described above in this proxy statement. However, if any other matters
should properly come before the meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Home Federal Bancorp. Home Federal Bancorp will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of Home Federal Bancorp’s common stock. In addition to solicitations by mail, directors, officers and employees of Home Federal Bancorp
may solicit proxies personally or by telephone without additional compensation.
You may elect to receive future proxy materials, as well as other investor communications, in a single package per address. This practice, known as “householding,” is
designed to reduce our paper use, and printing and postage costs. To make the election, please indicate on your proxy card under “Householding Election” your consent to receive such communications in a single package per address. Your consent to
householding will be perpetual until you revoke it. You may revoke your consent or request separate copies of our proxy materials by notifying our Corporate Secretary at 624 Market Street, Shreveport, Louisiana 71101. If you revoke your consent,
we will start sending you individual copies of proxy materials and other investor communications within 30 days of your revocation.
17
October 6, 2021
| To: |
Participants in the Home Federal Bank Employees’ Savings and Profit Sharing Plan (the “401(k) Plan”)
|
Re:
Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming
Annual Meeting of Shareholders of Home Federal Bancorp. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Bank 401(k) Plan
will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, Annual Report for the year ended June
30, 2021 and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your allocated shares held in the 401(k) Plan by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the envelope
provided or voting by phone or the Internet.
In order to be effective, your voting instructions must be received no later than 11:59 P.M. Eastern Time on November 12, 2021.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting
instructions are not received, the shares allocated to your 401(k) Plan account will generally
not
be voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in
whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the 401(k)
Plan. If you also own shares of Home Federal Bancorp common stock outside of the 401(k) Plan, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may
be voted.
|
|
Very truly yours,
|
|
|
|
|
|
|
|
James R. Barlow
Chairman of the Board, President and
Chief Executive Officer
|
|
October 6, 2021
| To: |
Participants in the Home Federal Bank Employee Stock Ownership Plan (the “ESOP”)
|
Re:
Instructions for voting shares of Home Federal Bancorp, Inc. of Louisiana
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the
upcoming Annual Meeting of Shareholders of Home Federal Bancorp. We hope you will take advantage of the opportunity to direct the manner in which shares of common stock of Home Federal Bancorp allocated to your account in the Home Federal Bank
ESOP will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, Annual Report for the year ended
June 30, 2021 and Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your allocated shares held in the ESOP by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the
envelope provided or voting by phone or the Internet.
In order to be effective, your voting instructions must be received no later than 11:59 P.M. Eastern Time on November 12, 2021.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Federal Bancorp. If your voting
instructions are not received, the shares allocated to your ESOP account will generally
not
be voted. While I hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in
whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the
ESOP. If you also own shares of Home Federal Bancorp common stock outside of the ESOP, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be
voted.
|
|
Very truly yours,
|
|
|
|
|
|
|
|
James R. Barlow
Chairman of the Board, President and
Chief Executive Officer
|
|
TABLE OF CONTENTS