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.
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,
Humphrey, 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 and Mr. Herndon for the fiscal year ended June 30,
2020. The primary elements of Home Federal Bank’s non-employee director compensation program consist of cash and equity compensation. Mr. Herndon was compensated in his capacity as Special Projects Manager, director and Chairman of the Board
until his retirement as a director of Home Federal Bancorp effective December 31, 2019. Compensation for Mr. Barlow is included in the Summary Compensation Table.
|
|
Fees Earned or
Paid in Cash
|
|
|
Stock
|
|
|
|
|
|
All Other
Compensation(2)
|
|
|
|
|
Walter T. Colquitt, III
|
|
$
|
21,000
|
|
|
$
|
--
|
|
|
|
--
|
|
|
$
|
--
|
|
|
$
|
21,000
|
|
Mark M. Harrison
|
|
|
21,750
|
|
|
|
--
|
|
|
|
--
|
|
|
|
418
|
|
|
|
22,168
|
|
Daniel R. Herndon
|
|
|
25,000
|
|
|
|
--
|
|
|
|
--
|
|
|
|
38,670
|
|
|
|
63,670
|
|
Woodus K. Humphrey
|
|
|
21,100
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
21,100
|
|
Scott D. Lawrence
|
|
|
21,550
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
21,550
|
|
Thomas Steen Trawick, Jr.
|
|
|
21,100
|
|
|
|
--
|
|
|
|
--
|
|
|
|
418
|
|
|
|
21,518
|
|
Timothy W. Wilhite, Esq.
|
|
|
21,850
|
|
|
|
--
|
|
|
|
--
|
|
|
|
418
|
|
|
|
22,268
|
|
(Footnotes on following page)
(1)
|
As of June 30, 2020, each of our non-employee directors held the following aggregate number of unvested stock awards and outstanding options:
|
|
|
Aggregate Number of Equity Awards
Outstanding at Fiscal Year End
|
|
|
|
|
|
|
Option Awards
|
|
Walter T. Colquitt, III
|
|
|
200
|
|
|
|
9,674
|
|
Mark M. Harrison
|
|
|
360
|
|
|
|
14,669
|
|
Daniel R. Herndon
|
|
|
1,000
|
|
|
|
35,707
|
|
Woodus K. Humphrey
|
|
|
200
|
|
|
|
10,044
|
|
Scott D. Lawrence
|
|
|
200
|
|
|
|
4,500
|
|
Thomas Steen Trawick, Jr.
|
|
|
200
|
|
|
|
12,293
|
|
Timothy W. Wilhite, Esq.
|
|
|
360
|
|
|
|
5,200
|
|
(2)
|
All other compensation reflects dividends paid on vesting of recognition and retention plan awards for Messrs. Harrison, Trawick and Wilhite. Includes for Mr. Herndon matching contributions under the Home
Federal Bank 401(k) Plan, a salary of $25,000 and allocations of cash dividends and shares under the employee stock ownership plan totaling $12,170.
|
Narrative to Director Compensation Table. Members of the Board of Directors received a fee of $1,500 during calendar 2019, which increased to $1,750 for calendar 2020, 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 $1,500 in December 2019 and $1,750 in June 2020 for each director for fiscal 2020.
In October 2015, members of the Board of Directors received share awards and stock options under our 2014 Stock Incentive Plan. Directors Colquitt, Humphrey and Lawrence each received 1,000 share awards and 4,500
stock options; Dr. Trawick received 1,000 share awards and 6,500 stock options; and Directors Harrison and Wilhite each received 1,800 share awards and 6,000 stock options. All of the October 2015 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 October 26, 2020.
Meetings of the Board of Directors
During the fiscal year ended June 30, 2020, 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.
Directors
|
|
Audit
|
|
Compensation
|
|
Nominating
and Corporate
Governance
|
Mark M. Harrison
|
|
*
|
|
**
|
|
|
Woodus K. Humphrey
|
|
|
|
*
|
|
|
Scott D. Lawrence
|
|
**
|
|
|
|
*
|
Thomas Steen Trawick, Jr.
|
|
|
|
|
|
*
|
Timothy W. Wilhite, Esq.
|
|
*
|
|
*
|
|
**
|
________________________
* 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 2020 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 2020.
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 three times in fiscal 2020.
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 13, 2019.
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 22, 2020.
David S. Barber, age 51, 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 63, 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 70, has served as Senior Vice President and Senior Credit Officer of Home Federal Bank since February 2013.
Prior thereto, Mr. Cantu served as SeniorVice 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.
K. Matthew Sawrie, age 45, 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.
Mary L. Jones, age 67, 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.
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.
Summary Compensation Table
The following table sets forth a summary of certain information concerning the compensation earned during the fiscal years ended June 30, 2020 and 2019 by our principal executive officer, Mr. Barlow, and the two
other executive officers serving at the end of fiscal 2020 who were the most highly compensated executive officers in fiscal 2020. These three officers are referred to as the “named executive officers” in this proxy statement.
Name and Principal
|
|
Fiscal
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Nonequity
Incentive Plan
Compensation
|
|
|
Stock
Awards(1)
|
|
|
Option
Awards(1)
|
|
|
All Other
Compensation
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James R. Barlow
|
|
2020
|
|
$
|
272,614
|
|
|
$
|
150,516
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
--
|
|
|
$
|
108,880
|
|
|
$
|
532,010
|
|
Chairman of the Board, President and
|
|
2019
|
|
|
262,191
|
|
|
|
157,429
|
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
104,478
|
|
|
|
524,098
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David S. Barber
|
|
2020
|
|
|
138,293
|
|
|
|
--
|
|
|
|
194,978
|
|
|
|
--
|
|
|
|
--
|
|
|
|
32,945
|
|
|
|
366,216
|
|
Senior Vice President -
|
|
2019
|
|
|
133,006
|
|
|
|
--
|
|
|
|
134,097
|
|
|
|
31,250
|
|
|
|
28,305
|
|
|
|
29,083
|
|
|
|
355,741
|
|
Mortgage Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K. Matthew Sawrie
|
|
2020
|
|
|
150,076
|
|
|
|
--
|
|
|
|
101,960
|
|
|
|
--
|
|
|
|
--
|
|
|
|
51,963
|
|
|
|
303,999
|
|
Senior Vice President -
|
|
2019
|
|
|
144,872
|
|
|
|
--
|
|
|
|
180,224
|
|
|
|
--
|
|
|
|
--
|
|
|
|
45,873
|
|
|
|
300,969
|
|
Commercial Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
______________________
(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 fiscal year to Mr. Barber. 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, 2020.
|
(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 2020 did not exceed $10,000 other
than club dues and the provision of an automobile for Mr. Sawrie. Includes for fiscal 2020, 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 $35.75 on December 31, 2019, life insurance premiums, $21,000 in directors’ fees paid to Mr. Barlow and $39,893 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 2020 established by the Compensation Committee were $272,614, $138,293 and $150,075
for Messrs. Barlow, Barber and Sawrie, respectively. Mr. Barlow received a discretionary bonus of $150,516 equal to approximately 57.4% of his then current base salary, in January 2020, based on Home
Federal Bancorp’s results of operations through the second quarter ended December 31, 2019. 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.” Mr. Barber received 4,500 stock options and 1,000 stock awards, on February 5, 2019, 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.
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 and 2014 Stock Incentive Plan at June 30, 2020. 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
|
|
|
9,611
|
|
|
|
--
|
|
|
$
|
10.93
|
|
8/19/2020
|
|
|
3,000
|
(1)
|
|
$
|
74,430
|
|
|
|
|
48,630
|
|
|
|
--
|
|
|
|
14.70
|
|
1/31/2022
|
|
|
|
|
|
|
|
|
|
|
|
2,133
|
|
|
|
--
|
|
|
|
18.92
|
|
7/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
8,000
|
|
|
|
2,000
|
(1)
|
|
|
23.00
|
|
10/26/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David S. Barber
|
|
|
961
|
|
|
|
--
|
|
|
|
10.93
|
|
8/19/2020
|
|
|
800
|
(2)
|
|
|
19,848
|
|
|
|
|
1,945
|
|
|
|
--
|
|
|
|
14.70
|
|
1/31/2022
|
|
|
|
|
|
|
|
|
|
|
|
1,600
|
|
|
|
400
|
(1)
|
|
|
23.00
|
|
10/26/2025
|
|
|
|
|
|
|
|
|
|
|
|
900
|
|
|
|
3,600
|
(2)
|
|
|
31.25
|
|
2/5/2029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
K. Matthew Sawrie
|
|
|
12,562
|
|
|
|
--
|
|
|
|
14.70
|
|
1/31/2022
|
|
|
200
|
(1)
|
|
|
4,962
|
|
|
|
|
3,253
|
|
|
|
--
|
|
|
|
18.92
|
|
7/31/2024
|
|
|
|
|
|
|
|
|
|
|
|
5,600
|
|
|
|
1,400
|
(1)
|
|
|
23.00
|
|
10/26/2025
|
|
|
|
|
|
|
|
|
__________________
(1)
|
The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on October 26, 2016.
|
(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, 2020, which was $24.81, 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.
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.
During fiscal 2020, 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 2020. 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. On July 31, 2014, the Compensation Committee awarded the remaining available 31,311 stock options under our 2005 and 2011
plans. The 2005 Stock Option Plan terminated on June 8, 2015, however the 2,133 outstanding stock options as of September 22, 2020 will remain in effect until exercised for the remainder of their original ten year terms. As of June 30, 2020,
there were 389 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 150,000 shares reserved for future issuance as stock awards or stock options. No more than 37,500 shares, or 25%,
may be granted as stock awards. On October 26, 2015, we granted a total of 34,500 plan share awards and 103,500 stock options to directors, officers, and other key employees vesting ratably over five years. On February 5, 2019, we granted the
remaining 3,000 plan share awards and 13,500 stock options to key employees vesting ratably over five years such that no further awards are available for grant under the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan cost is being
recognized over the five year vesting period.
In November 2019, shareholders approved the 2019 Stock Incentive Plan which provides for a total of 125,000 shares reserved for future issuance as stock awards or stock options. No more than 31,250 shares, or 25%,
may be granted as stock awards. As of September 22, 2020, no plan share awards or stock options were granted under the 2019 Stock Incentive Plan. 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,
2020, 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.
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
|
The following table sets forth as of September 22, 2020, 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 22, 2020(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
|
|
|
216,893
|
|
|
|
12.1
|
%
|
|
|
|
|
|
|
|
|
|
Financial Opportunity Fund LLC
1313 Dolley Madison Boulevard, Suite 306
McLean, Virginia 22101
|
|
|
152,761
|
(4)
|
|
|
8.5
|
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
James R. Barlow
|
|
|
124,692
|
(5)(6)
|
|
|
7.0
|
%
|
Walter T. Colquitt, III
|
|
|
20,806
|
(5)(7)
|
|
|
1.2
|
|
Mark M. Harrison
|
|
|
26,530
|
(5)(8)
|
|
|
1.5
|
|
Woodus K. Humphrey
|
|
|
20,911
|
(5)
|
|
|
1.2
|
|
Scott D. Lawrence
|
|
|
32,901
|
(5)(9)
|
|
|
1.9
|
|
Thomas Steen Trawick, Jr.
|
|
|
16,385
|
(5)
|
|
|
*
|
|
Timothy W. Wilhite, Esq.
|
|
|
22,573
|
(5)(10)
|
|
|
1.3
|
|
Other Named Executive Officers:
|
|
|
|
|
|
|
*
|
|
David S. Barber
|
|
|
15,007
|
(5)(11)
|
|
|
*
|
|
K. Matthew Sawrie
|
|
|
51,950
|
(5)(12)
|
|
|
3.0
|
|
|
|
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group (12 persons)
|
|
|
379,567
|
(5)(13)
|
|
|
20.2
|
%
|
___________________
*
|
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 22, 2020, 126,763 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.
|
(Footnotes continued on next page)
_____________________
(4)
|
This information is based on an Amendment No. 5 to a Schedule 13G filed with the SEC on February 14, 2019 by Financial Opportunity Fund LLC (“Financial Opportunity”), a Delaware limited liability company. FJ Capital Management, LLC (“FJ
Capital”) and its managing member, Martin S. Friedman, have shared voting power and shared dispositive power over 121,471 shares of common stock held by Financial Opportunity, of which FJ Capital is the managing member. Martin Friedman, the
managing member of FJ Capital, owns 31,290 shares of common stock individually and Andrew F. Jose, co-founder and managing partner of FJ Capital, owns 11,319 shares individually.
|
(5)
|
Includes options to acquire shares of Home Federal Bancorp common stock that were exercisable within 60 days of September 22, 2020, under our 2005 and 2011 Stock Option Plans and our 2014 Stock Incentive Plan and plan share awards under
our 2014 Stock Incentive Plan that will vest within 60 days of September 22, 2020, over which the directors and executive officers do not have current voting or investment powers as follows:
|
|
|
|
|
|
|
|
James R. Barlow
|
|
|
3,000
|
|
|
|
60,763
|
|
Walter T. Colquitt, III
|
|
|
200
|
|
|
|
9,674
|
|
Mark M. Harrison
|
|
|
360
|
|
|
|
14,669
|
|
Woodus K. Humphrey
|
|
|
200
|
|
|
|
10,044
|
|
Scott D. Lawrence
|
|
|
200
|
|
|
|
4,500
|
|
Thomas Steen Trawick, Jr.
|
|
|
200
|
|
|
|
12,293
|
|
Timothy W. Wilhite, Esq.
|
|
|
360
|
|
|
|
5,200
|
|
David S. Barber
|
|
|
--
|
|
|
|
4,845
|
|
K. Matthew Sawrie
|
|
|
200
|
|
|
|
20,815
|
|
All directors and executive officers as a group (12 persons)
|
|
|
5,010
|
|
|
|
164,923
|
|
(6)
|
Includes 550 shares held by Mr. Barlow’s spouse, 15,889 shares held in Home Federal Bank’s 401(k) Plan over which he has voting power, however, for purposes of investment authority, Mr. Barlow has 16,330.8158 units which consist of both
issuer stock and a reserve of cash and 8,558 shares allocated to Mr. Barlow’s account in the Home Federal Bank employee stock ownership plan.
|
(7)
|
Includes 8,174 shares held jointly with Dr. Colquitt’s spouse.
|
(8)
|
Includes 911 shares held by Mr. Harrison’s spouse and 2,733 shares held in his individual retirement account.
|
(9)
|
Includes 4,555 shares held in Mr. Lawrence’s individual retirement account and 4,555 shares held jointly with Mr. Lawrence’s spouse.
|
(10)
|
Includes 15,688 shares held jointly with Mr. Wilhite’s spouse.
|
(11)
|
Includes 1,781 shares held in Home Federal Bank’s 401(k) Plan for the benefit of Mr. Barber over which he has voting power, however, for purposes of investment authority, Mr. Barber had 1,830.7893 units which consist of both issuer stock
and a reserve of cash and 6,782.1409 shares allocated to Mr. Barber’s account in the Home Federal Bank employee stock ownership plan.
|
(12)
|
Includes 1,922 shares held jointly with Mr. Sawrie’s spouse, 5,361 shares held in Mr. Sawrie’s individual retirement account and 7,013.0548 shares allocated to Mr. Sawrie in the Home Federal Bank employee stock ownership plan.
|
(13)
|
Includes an aggregate of 29,881 shares of common stock held in Home Federal Bank’s 401(k) Plan and 32,996.7429 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
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.
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, 2020, 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. Sawrie who was late filing two transactions on Form 4.
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 LaPorte, A Professional Accounting Corporation, to perform the audit of our financial statements for the year ending June 30, 2021,
and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.
We have been advised by LaPorte 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. LaPorte will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.
In determining whether to appoint LaPorte as our independent registered public accounting firm, the Audit Committee considered whether the provision of services, other than auditing services, by LaPorte is compatible
with maintaining their independence. In fiscal 2020 and 2019, LaPorte performed auditing services as well as reviewed our public filings. The Audit Committee believes that LaPorte’s performance of these services is compatible with maintaining the
independent registered public accounting firm’s independence.
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
2020 and 2019, 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 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
Audit fees(1)
|
|
$
|
95,650
|
|
|
$
|
80,250
|
|
Audit-related fees(2)
|
|
|
1,119
|
|
|
|
1,158
|
|
Tax fees
|
|
|
--
|
|
|
|
--
|
|
All other fees(3)
|
|
|
3,470
|
|
|
|
3,261
|
|
Total
|
|
$
|
100,239
|
|
|
$
|
84,669
|
|
___________________
|
(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.
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
of LaPorte, A Professional Accounting Corporation for the
fiscal year ending June 30, 2021.
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 2020 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 2021, 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 9, 2021. 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 9, 2021. 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 9, 2021, with respect to the next annual meeting of shareholders.
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.
A copy of Home Federal Bancorp’s Annual Report including the Form 10-K for the year ended June 30, 2020 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, 2020. Such written
requests should be directed to Ms. DeNell W. Mitchell, Corporate Secretary, Home Federal Bancorp, Inc., 624 Market Street, Shreveport, Louisiana 71101.
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.
October 7, 2020
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, 2020 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 13, 2020.
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,
Chairman of the
Board, President and
Chief Executive Officer
October 7, 2020
To:
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Participants in the Home Federal Bank Employee Stock Ownership Plan (the “ESOP”)
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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, 2020 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 13, 2020.
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,
Chairman of the Board, President and
Chief Executive Officer