Home Federal Bancorp, Inc. of Louisiana |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than Registrant) |
[X] |
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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(1)
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Title of each class of securities to which transaction applies: __________________________________________________
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(2)
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Aggregate number of securities to which transaction applies: __________________________________________________
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(3)
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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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(1)
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To elect three directors for a three-year term, or until their successors are elected and qualified;
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(2)
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To approve the Home Federal Bancorp, Inc. of Louisiana 2014 Stock Incentive Plan;
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(3)
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To ratify the appointment of LaPorte, A Professional Accounting Corporation as our independent registered public accounting firm for the fiscal year ending June 30, 2015.
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ANNUAL MEETING DRIVING DIRECTIONS | ||
From I-20 East/West
Take the US-71/Spring Street Exit
Merge onto Spring Street
Turn left at 2nd cross street onto Milam Street
Take the 1st left onto Market Street
End at 624 Market Street
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TABLE OF CONTENTS
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Page | |
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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3
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Director Nominations
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5
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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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6
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Meetings of the Board of Directors
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7
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Membership on Certain Board Committees
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7
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Board’s Role in Risk Oversight
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8
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Directors’ Attendance at Annual Meetings
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8
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Executive Officers Who Are Not Also Directors
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8
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Report of the Audit Committee
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9
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Management Compensation
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9
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Summary Compensation Table
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9
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Narrative to Summary Compensation Table
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10
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Outstanding Equity Awards at Fiscal Year-End
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10
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Employment Agreements
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10
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Change in Control Agreement
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12
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Supplemental Executive Retirement Agreements
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13
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Loan Officer Incentive Plan
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13
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Retirement Benefits
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13
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Stock Option Plans and Recognition and Retention Plans
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14
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Survivor Benefit Plan
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15
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Related Party Transactions
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15
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Proposal to A
pprove the Home Federal Bancorp, Inc. of Louisiana 2014 Stock Incentive Plan
(Proposal Two)
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15
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Description of the Incentive Plan
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15
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Stock Ownership
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19
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Section 16(a) Beneficial Ownership Reporting Compliance
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20
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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal Three)
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21
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Audit Fees
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21
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Shareholder Proposals, Nominations and Communications with the Board of Directors
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22
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Annual Reports
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22
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Other Matters
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22
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Appendix A – Home Federal Bancorp, Inc. of Louisiana 2014 Stock Incentive Plan
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A-1
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ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
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•
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First, you may complete and submit a new proxy card or vote by telephone or the Internet before the deadline printed on the card. Any earlier proxies will be revoked automatically.
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•
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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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•
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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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INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
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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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David A. Herndon III
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Director. Retired geologist.
Mr. David Herndon brings valuable institutional knowledge to the board which he has gained through his years of service as a director, as well as knowledge of oil and gas industry customers through his work as a geologist in that industry. Age 78.
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1998
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Woodus K. Humphrey
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Director. Retired, former owner of Woodus Humphrey Insurance, Inc., Shreveport, Louisiana.
Mr. Humphrey brings entrepreneurial experience to the board as former owner of an insurance agency that focuses on property and liability insurance for woodworking plants and operations with field representatives in six states. Age 74.
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2001
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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 and owner of Roly Poly sandwich franchises located in Shreveport and West Monroe, Louisiana since September 2011 and, prior thereto, co-owner since 2005.
Mr. Harrison brings substantial business and entrepreneurial experience to the board as owner of a local carpet and lighting business in Shreveport, Louisiana and sandwich franchises in the greater Shreveport area and West Monroe, Louisiana. Age 55.
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2007
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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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Director. President and Chief Operating Officer of Home Federal Bancorp and President and Chief Executive Officer of Home Federal Bank since January 2013. Executive Vice President and Chief Operating Officer of Home Federal Bancorp from November 2009 through December 2012. 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. Age 46.
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2009
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Clyde D. Patterson
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Director. Executive Vice President of Home Federal Bancorp and Home Federal Bank since January 2005 and September 1993, respectively, and Treasurer of Home Federal Bancorp since July 2014. Previously, Executive Vice President and Chief Financial Officer of Home Federal Bancorp and Home Federal Bank from November 2009 to July 2014.
Mr. Patterson brings significant banking and institutional experience to the board having served in various positions with Home Federal Bank since 1964. Age 72.
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1990
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Thomas Steen Trawick, Jr.
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Director. President of Medical Staff of CHRISTUS Health Louisiana and Staff Physician of CHRISTUS Health North Louisiana and Regional Medical Director of Sound Inpatient Physicians since January 2014. Prior thereto, Vice President of Medical Staff and Staff Physician of CHRISTUS Schumpert and CHRISTUS Highland and Medical Director of CHRISTUS Highland Hospitalist Program from February 2005 to December 2013. Previously, Dr. Trawick had his private practice at Highland Clinic from September 2001 to February 2005.
Dr. Trawick brings management expertise to the board and knowledge of the local medical community as the past president of the Shreveport Medical Society and active involvement in the Louisiana State Medical Society. Age 45.
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2012
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Timothy W. Wilhite, Esq.
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Director. Chief Financial Officer and General Counsel of Wilhite Electric Co., Inc. since June 2001. Of Counsel for the law firm Downer, Huguet & Wilhite, LLC. Serves on the Executive Committee and as Board Member of the Greater Bossier Economic Development Foundation. President of the Ark-La-Tex Regional Air Service Alliance (501(c)(3)). Member of the Independence Bowl Foundation.
Mr. Wilhite brings knowledge of the local business and legal community to the board through his service as Chairman of the Greater Bossier Economic Development Foundation and as a member of the Executive Committee of the Bossier Chamber of Commerce. Age 45.
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2010
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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 professional community through his dental practice in Shreveport, Louisiana. Age 69.
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1993
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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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Daniel R. Herndon
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Chairman of the Board and Chief Executive Officer of Home Federal Bancorp and Executive Chairman of the Board of Home Federal Bank since January 2013. Chairman of the Board, President and Chief Executive Officer of Home Federal Bancorp from 2005 through December 2012. Chairman of the Board and Chief Executive Officer of Home Federal Bank from January 1998 and September 1993, respectively, through December 2012. President Home Federal Bank from 1993 to February 2009.
Mr. Daniel Herndon brings valuable insight and knowledge to the board from his service as Chairman, President and Chief Executive Officer of Home Federal Bancorp and as the longest serving member of the Board. Mr. Herndon has gained valuable banking and institutional knowledge from his years of service and his ties to the local business community in the greater Shreveport area. Age 74.
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1980
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Scott D. Lawrence
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Director. President of Southwestern Wholesale, Shreveport, Louisiana since 1980.
Mr. Lawrence brings significant business enterprise and managerial oversight skills to the board as President and owner of a dry goods wholesale supplier in Shreveport, Louisiana. Age 68.
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1994
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Fees Earned or | Stock | Option | All Other | |||||||||||||||||
Name | Paid in Cash | Awards (1) | Awards (1) | Compensation (2) | Total | |||||||||||||||
Walter T. Colquitt III
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$ | 12,000 | $ | -- | $ | -- | $ | 2,213 | $ | 14,213 | ||||||||||
Mark M. Harrison
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12,300 | -- | -- | 2,299 | 14,599 | |||||||||||||||
David A. Herndon III
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11,000 | -- | -- | 2,213 | 13,213 | |||||||||||||||
Woodus K. Humphrey
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12,000 | -- | -- | 2,213 | 14,213 | |||||||||||||||
Scott D. Lawrence
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12,300 | -- | -- | 2,213 | 14,213 | |||||||||||||||
Clyde D. Patterson
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12,000 | -- | -- | 154,719 | 166,719 | |||||||||||||||
Thomas Steen Trawick, Jr.
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12,000 | -- | -- | 2,138 | 14,138 | |||||||||||||||
Timothy W. Wilhite, Esq.
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11,200 | -- | -- | 2,299 | 13,499 |
(1)
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As of June 30, 2014, each of our non-employee directors and Mr. Patterson held the following aggregate number of unvested stock awards and outstanding options:
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Aggregate Number of Equity Awards | |||||||||
Name | Outstanding at Fiscal Year End | ||||||||
Stock Awards | Option Awards | ||||||||
Walter T. Colquitt III
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1,332 | 9,391 | |||||||
Mark M. Harrison
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1,868 | 4,669 | |||||||
David A. Herndon III
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1,332 | 5,544 | |||||||
Woodus K. Humphrey
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1,332 | 5,544 | |||||||
Scott D. Lawrence
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1,332 | 5,544 | |||||||
Clyde D. Patterson
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1,332 | 5,544 | |||||||
Thomas Steen Trawick, Jr.
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865 | 3,327 | |||||||
Timothy W. Wilhite, Esq.
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1,868 | 5,836 |
(2)
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All other compensation reflects discretionary bonuses and dividends paid on vesting of recognition and retention plan awards. Includes for Mr. Patterson a salary of $117,362, bonus of $18,802, and $16,343 of other employee benefits.
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Directors | Audit | Compensation |
Nominating
and Corporate
Governance
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Mark M. Harrison
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*
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*
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Woodus K. Humphrey
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*
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Scott D. Lawrence
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**
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*
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Thomas Steen Trawick, Jr.
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*
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Timothy W. Wilhite, Esq.
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*
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**
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**
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REPORT OF THE AUDIT COMMITTEE
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MANAGEMENT COMPENSATION
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Name and
Principal Position
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Fiscal
Year
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Salary
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Bonus
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Nonequity
Incentive Plan
Compensation
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All Other
Compen-
sation
(1)
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Total
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Daniel R. Herndon
Chairman and Chief Executive Officer
(Co-principal Executive Officer)
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2014
2013
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$
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148,101
148,101
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$
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43,608
57,310
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$
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--
--
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$
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39,038
39,635
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$
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230,747
245,046
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James R. Barlow
President and Chief Operating Officer
(Co-principal Executive Officer)
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2014
2013
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193,950
191,763
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90,516
101,950
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--
--
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40,208
47,426
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324,674
341,139
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David S. Barber
Senior Vice President –
Mortgage Lending
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2014
2013
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110,912
109,272
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--
--
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126,964
164,263
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27,115
30,238
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264,991
303,773
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K. Matthew Sawrie
Senior Vice President –
Commercial Lending
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2014
2013
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120,804
115,552
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--
--
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105,032
87,633
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18,170
26,422
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244,006
229,607
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(1)
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All other compensation does not include amounts attributable to other miscellaneous benefits. The costs to Home Federal Bancorp of providing such benefits during fiscal 2014 did not exceed $10,000. Includes for fiscal 2014, matching contributions under the Home Federal Bank 401(k) Plan, allocations of shares under the employee stock ownership plan based on a closing price of $17.80 on December 31, 2013, life insurance premiums and $12,000 in directors’ fees and directors’ bonuses of $2,000 paid to each of Messrs. Herndon and Barlow.
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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) | |||||||||||||||
Daniel R. Herndon
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13,128 | -- | $ | 10.82 |
8/18/2015
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7,000 | (1) | $ | 136,769 | ||||||||||||
11,670 | 17,508 | (1) | 14.70 |
1/31/2022
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James R. Barlow
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5,766 | 3,845 | (2) | 10.93 |
8/19/2020
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1,125 | (2) | 21,971 | |||||||||||||
19,452 | 29,178 | (1) | 14.70 |
1/31/2022
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11,672 | (1) | 18,241 | ||||||||||||||
David S. Barber
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961 | 1,922 | (2) | 10.93 |
8/19/2020
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934 | (1) | 18,241 | |||||||||||||
778 | 1,167 | (1) | 14.70 |
1/31/2022
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K. Matthew Sawrie
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-- | 1,922 | (2) | 10.93 |
8/19/2020
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4,507 | (1) | 88,022 | |||||||||||||
6,224 | 9,338 | (1) | 14.70 |
1/31/2022
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(1)
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The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on January 31, 2013.
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(2)
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The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on August 19, 2011.
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(3)
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Calculated by multiplying the closing market price of our common stock on June 30, 2014, which was $19.53, by the applicable number of shares of common stock underlying the unvested stock awards.
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PROPOSAL TO ADOPT THE HOME FEDERAL BANCORP, INC. OF LOUISIANA
2014 STOCK INCENTIVE PLAN (PROPOSAL TWO)
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STOCK OWNERSHIP
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Name of Beneficial Owner
or Number
of Persons in Group
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Amount and Nature of
Beneficial Ownership
as of September 17, 2014
(1)
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Percent of
Common Stock
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Home Federal Bancorp, Inc. of Louisiana Employee Stock Ownership Plan
c/o Home Federal Bank
624 Market Street
Shreveport, Louisiana 71101
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216,893 | (3) | 9.8 | % | ||||
FJ Capital Long/Short Equity Fund LLC
1313 Dolley Madison Boulevard, Suite 306
McLean, Virginia 22101
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168,540 | (4) | 7.6 |
Name of Beneficial
Owner or Number of Persons in Group
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Amount and Nature of
Beneficial Ownership
as of September 17, 2014
(1)
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Percent of
Common Stock
(2)
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Directors
:
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James R. Barlow
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72,580 | (5)(6) | 3.3 | % | ||||
Walter T. Colquitt III
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12,431 | (5)(7) | * | |||||
Mark M. Harrison
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11,228 | (5)(8) | * | |||||
Daniel R. Herndon
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135,834 | (5)(9) | 6.1 | |||||
David A. Herndon III
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31,210 | (5) | 1.4 | |||||
Woodus K. Humphrey
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12,510 | (5) | * | |||||
Scott D. Lawrence
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32,089 | (5)(11) | 1.5 | |||||
Clyde D. Patterson
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31,430 | (5)(12) | 1.4 | |||||
Thomas Steen Trawick, Jr.
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4,224 | (5) | * | |||||
Timothy W. Wilhite, Esq.
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12,446 | (5)(13) | * | |||||
Other Named Executive Officers:
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David S. Barber
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8,433 | (5)(14) | * | |||||
K. Matthew Sawrie
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27,757 | (5)(16) | 1.3 | |||||
All Directors and Executive Officers as a Group
(15 persons)
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412,895 | (5) | 18.1 | % |
*
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Represents less than 1% of our outstanding common stock.
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(1)
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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.
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(2)
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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.
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(3)
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As of September 17, 2014, 60,133 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 trustees, Messrs. Barlow and Patterson, reflect shares allocated to their individual accounts and exclude all other shares held in the trust. Under the terms of the plan, the trustees 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 trustees in the same ratio on any matter as to those shares for which instructions are given by the participants.
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(4)
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This information is based on and Amendment No. 1 to a Schedule 13G filed with the SEC on February 14, 2014 by FJ Capital Long/Short Equity Fund LLC (“FJ Capital”), a Delaware limited liability company. FJ Capital beneficially owned 168,540 shares.
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(5)
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Includes options to acquire shares of Home Federal Bancorp common stock that are exercisable within 60 days of September 17, 2014, under our Stock Option Plans and unvested shares held in the Recognition and Retention Plan Trusts over which the directors and executive officers do not have current voting or investment powers as follows:
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(6)
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Includes 550 shares held by Mr. Barlow’s spouse, 10,250 shares held in Mr. Barlow’s individual retirement account, 9,178.1621 share units held in Home Federal Bank’s 401(k) Plan, however, for purposes of voting authority, Mr. Barlow has voting power over 8,490 shares, and 3,205 shares allocated to Mr. Barlow’s account in the Home Federal Bank employee stock ownership plan.
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(7)
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Includes 2,790 shares held jointly with Dr. Colquitt’s spouse.
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(8)
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Includes 911 shares held by Mr. Harrison’s spouse and 2,733 shares held in his individual retirement account.
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(9)
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Includes 32,761.5013 share units held in Home Federal Bank’s 401(k) Plan for the benefit of Mr. Herndon, however, for purposes of voting authority, Mr. Herndon had voting power over 30,304 shares, 7,234 shares allocated to Mr. Herndon’s account in the Home Federal Bank employee stock ownership plan and 45,008 shares held jointly with Mr. Herndon’s spouse.
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(10)
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Includes 8,016 shares held by Mr. Lawrence’s spouse, 4,555 shares held in Mr. Lawrence’s individual retirement account and 4,555 shares held jointly with Mr. Lawrence’s spouse.
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(11)
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Includes 6,822.445 share units held in Home Federal Bank’s 401(k) Plan for the benefit of Mr. Patterson, however, for purposes of voting authority, Mr. Patterson had voting power over 6,311 shares and 5,322 shares allocated to Mr. Patterson’s account in the Home Federal Bank employee stock ownership plan.
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(12)
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Includes 6,000 shares held jointly with Mr. Wilhite’s spouse.
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(13)
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Includes 1,417.5409 share units held in Home Federal Bank’s 401(k) Plan for the benefit of Mr. Barber, however, for purposes of voting authority, Mr. Barber had voting authority over 1,311 shares and 3,081 shares allocated to Mr. Barber’s account in the Home Federal Bank employee stock ownership plan.
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(14)
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Includes 1,922 shares held jointly with Mr. Sawrie’s spouse, 5,361 shares held in Mr. Sawrie’s individual retirement account, 2,601 shares allocated to Mr. Sawrie in the Home Federal Bank employee stock ownership plan and 1,770.4642 share units held in Home Federal Bank’s 401(k) Plan, however, for purposes of voting authority, Mr. Sawrie had voting power over 1,638 shares.
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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL THREE)
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Year Ended June 30,
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2014
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2013
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||||||||
Audit fees
(1)
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$ | 93,700 | $ | 72,742 | |||||
Audit-related fees
(2)
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663 | 853 | |||||||
Tax fees
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-- | -- | |||||||
All other fees
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-- | -- | |||||||
Total
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$ | 94,363 | $ | 73,595 |
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(1)
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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.
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(2)
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Audit-related fees for 2014 and 2013 consist of fees incurred in connection with accounting consultation and research.
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SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
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ANNUAL REPORTS
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OTHER MATTERS
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●
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net income or net income per share (before or after taxes and whether or not excluding specific items, including but not limited to stock-based or other compensation expense);
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●
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return measures (including, but not limited to, total stockholders’ return, return on average assets, return on average shareholders’ equity, return of investment and cash return on tangible equity);
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●
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net interest income and net interest income on a tax equivalent basis;
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●
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net interest margin and net interest margin on a tax equivalent basis;
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●
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net non-interest expense to average assets;
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●
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interest sensitivity gap levels;
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●
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expense targets, efficiency ratio or other expense measures;
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●
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levels of assets or loans (in total or with respect to specific categories);
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●
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market share;
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●
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levels and values of securities investments;
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●
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asset quality levels;
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●
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business expansion or consolidation performance;
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●
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strategic plan development and implementation;
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●
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share price;
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●
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regulatory compliance and capital levels;
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●
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financial ratings; and
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●
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achievement of balance sheet or income statement objectives, or other financial, accounting or quantitative objectives established by the Committee.
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To:
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Participants in the Home Federal Bank Employees’ Savings and Profit Sharing Plan (the “401(k) Plan”)
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To:
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Participants in the Home Federal Bank Employees’ Stock Ownership Plan (the “ESOP”)
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