Home Federal Bancorp, Inc. of Louisiana |
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(1) | To elect three directors for a three-year term, or until their successors are elected and qualified; and |
(2) |
To ratify the appointment of LaPorte, A Professional Accounting Corporation as our independent registered public accounting firm for the fiscal year ending June 30, |
Very truly yours, | ||
Daniel R. Herndon Executive Chairman of the Board |
HOME FEDERAL BANCORP, INC. OF LOUISIANA 624 Market Street Shreveport, Louisiana 71101 (318) 222-1145 | ||
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | ||
TIME | 10:00 a.m., Central Time, Wednesday, November | |
PLACE | Home Federal Bank 624 Market Street Shreveport, Louisiana | |
ITEMS OF BUSINESS | (1) | To elect three directors for a three-year term expiring in and qualified; and |
(2) | ||
To ratify the appointment of LaPorte, A Professional Accounting Corporation as our independent registered public accounting firm for the fiscal year ending June 30, | ||
To transact such other business, as may properly come before the annual meeting or at any adjustment thereof. We are not aware of any other such business. | ||
RECORD DATE | Holders of Home Federal Bancorp common stock of record at the close of business on September | |
ANNUAL REPORT | Our | |
PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on the proxy card or voting instruction form you received. You can revoke your proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement. | |
BY ORDER OF THE BOARD OF DIRECTORS DeNell W. Mitchell Corporate Secretary | ||
Shreveport, Louisiana October |
TABLE OF CONTENTS | |
Page | |
About the Annual Meeting of Shareholders | 1 |
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers | 3 |
Election of Directors (Proposal One) | 3 |
Members of the Board of Directors Continuing in Office | 4 |
Director Nominations | 5 |
Director Independence | 5 |
Board Leadership Structure | 5 |
Compensation of Directors | 6 |
Meetings of the Board of Directors | 7 |
Membership on Certain Board Committees | 7 |
Board's Role in Risk Oversight | 8 |
Directors' Attendance at Annual Meetings | 8 |
Executive Officers Who Are Not Also Directors | 8 |
Management Compensation | 9 |
Summary Compensation Table | 9 |
Narrative to Summary Compensation Table | |
Outstanding Equity Awards at Fiscal Year-End | 10 |
Employment Agreements | |
Supplemental Executive Retirement Agreements | 12 |
Loan Officer Incentive Plan | 12 |
Retirement Benefits | |
Stock Option Plans and Recognition and Retention Plans | |
Survivor Benefit Plan | |
Related Party Transactions | |
14 | |
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management | |
Section 16(a) Beneficial Ownership Reporting Compliance | |
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal | |
Audit Fees | 16 |
Report of the Audit Committee | 17 |
Shareholder Proposals, Nominations and Communications with the Board of Directors | |
Annual Reports | 18 |
Other Matters | |
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS |
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING DIRECTORS AND EXECUTIVE OFFICERS |
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | ||
Mark M. Harrison | Director. Owner of House of Carpets and Lighting, a floor coverings and lighting fixtures business in Shreveport, Louisiana, since September 2007 and an owner of Roly Poly sandwich franchises located in Shreveport and West Monroe, Louisiana 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 | 2007 | ||
Woodus K. Humphrey | 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 focused on property and liability insurance for woodworking plants and operations with field representatives in six states. Age 77. | 2001 | ||
Timothy W. Wilhite | Director. Chief Financial Officer and General Counsel of Wilhite Electric Co., Inc. since June 2001. Of Counsel for the law firm Downer & 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)(4)). 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 48. | 2010 | ||
The Board of Directors recommends that you vote FOR election of the nominees for director. |
Directors Whose Terms Expire in 2018 | |||||
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | |||
James R. Barlow | Director. President and Chief Executive Officer of Home Federal Bancorp and Home Federal Bank since January 2016 and 2013, respectively. Prior thereto, Mr. Barlow served as President and Chief Operating Officer of Home Federal Bancorp since November 2009 and Executive Vice President and Chief Operating Officer from November 2009 through December 2012. Mr. Barlow served as President and Chief Operating Officer of Home Federal Bank from February 2009 through December 2012. Previously, Mr. Barlow served as Executive Vice President and Area Manager for the Arkansas-Louisiana-Texas area commercial real estate operations of Regions Bank from August 2006 until February 2009. From 2005 until August 2006, Mr. Barlow was a Regions Bank City President for the Shreveport/Bossier area and from February 2003 to 2005 he served as Commercial Loan Manager for Regions Bank for the Shreveport/Bossier area. Mr. Barlow served in various positions at Regions Bank since 1997. Mr. Barlow brings substantial managerial, banking and lending experience to the board, as well as significant knowledge of the local commercial real estate market from his years of service as manager and regional President of a regional bank. Age | 2009 | |||
Clyde D. Patterson | 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, Mr. Patterson served as 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 | 1990 | |||
Thomas Steen Trawick, Jr. | 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 | 2012 | |||
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | |||
Walter T. Colquitt, III | Director. Dr. Colquitt brings extensive knowledge to the | 1993 | |||
Directors Whose Terms Expire in 2019 (Continued) | |||
Name | Position with Home Federal Bancorp, Age and Principal Occupation During the Past Five Years | Director Since | |
Daniel R. Herndon | Executive Chairman of the Board of Home Federal Bancorp and Home Federal Bank since January 2016 and 2013, respectively. Chairman of the Board and Chief Executive Officer of Home Federal Bancorp from January 2013 to January 2016. 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 of Mr. | 1980 | |
Scott D. Lawrence | Director. President of Southwestern Wholesale, Shreveport, Louisiana since 1980. Mr. Lawrence brings significant business enterprise and |
Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation(2) | Total | ||||||||||||||||||||||||||||||
Walter T. Colquitt, III | $ | 12,000 | $ | 23,000 | $ | 25,155 | $ | 3,461 | $ | 63,616 | $ | 12,250 | $ | -- | $ | -- | $ | 2,906 | $ | 15,156 | ||||||||||||||||||||
Mark M. Harrison | 12,700 | 41,400 | 36,335 | 3,704 | 94,140 | 13,800 | -- | -- | 3,291 | 17,091 | ||||||||||||||||||||||||||||||
Daniel R. Herndon | 13,500 | -- | -- | 241,891 | 255,391 | |||||||||||||||||||||||||||||||||||
David A. Herndon, III | 12,000 | 23,000 | 25,155 | 3,461 | 63,616 | 9,750 | -- | -- | 1,656 | 11,406 | ||||||||||||||||||||||||||||||
Woodus K. Humphrey | 12,200 | 23,000 | 25,155 | 3,461 | 63,816 | 13,500 | -- | -- | 2,906 | 16,406 | ||||||||||||||||||||||||||||||
Scott D. Lawrence | 12,300 | 23,000 | 25,155 | 3,461 | 63,916 | 13,800 | -- | -- | 2,906 | 16,706 | ||||||||||||||||||||||||||||||
Clyde D. Patterson | 12,000 | 23,000 | 25,155 | 118,531 | 178,686 | 13,500 | -- | -- | 118,114 | 131,614 | ||||||||||||||||||||||||||||||
Thomas Steen Trawick, Jr. | 11,200 | 23,000 | 36,335 | 3,356 | 73,891 | 12,250 | -- | -- | 2,802 | 15,052 | ||||||||||||||||||||||||||||||
Timothy W. Wilhite, Esq. | 12,700 | 41,400 | 36,335 | 3,705 | 94,140 | 13,800 | -- | -- | 3,291 | 17,091 |
(1) |
Aggregate Number of Equity Awards Outstanding at Fiscal Year End | |||||||||
Name | Stock Awards | Option Awards | |||||||
Walter T. Colquitt, III | 1,446 | 12,629 | |||||||
Mark M. Harrison | 3,224 | 14,669 | |||||||
David A. Herndon, III | 1,446 | 10,044 | |||||||
Woodus K. Humphrey | 1,446 | 10,044 | |||||||
Scott D. Lawrence | 1,446 | 10,044 | |||||||
Clyde D. Patterson | 1,446 | 10,044 | |||||||
Thomas Steen Trawick, Jr. | 2,091 | 12,293 | |||||||
Timothy W. Wilhite, Esq. | 3,224 | 15,836 |
Aggregate Number of Equity Awards Outstanding at Fiscal Year End | ||||||||
Name | Stock Awards | Option Awards | ||||||
Walter T. Colquitt, III | 800 | 9,674 | ||||||
Mark M. Harrison | 2,040 | 14,669 | ||||||
Daniel R. Herndon | 4,000 | 35,707 | ||||||
David A. Herndon, III | 800 | 8,544 | ||||||
Woodus K. Humphrey | 800 | 10,044 | ||||||
Scott D. Lawrence | 800 | 10,044 | ||||||
Clyde D. Patterson | 800 | 10,044 | ||||||
Thomas Steen Trawick, Jr. | 1,400 | 12,293 | ||||||
Timothy W. Wilhite, Esq. | 2,040 | 15,836 |
(2) | All other compensation reflects discretionary bonuses and dividends paid on vesting of recognition and retention plan awards. Includes for Mr. |
Directors | Audit | Compensation | Nominating and Corporate Governance | ||||
Mark M. Harrison | * | * | |||||
Woodus K. Humphrey | * | ||||||
Scott D. Lawrence | ** | * | |||||
Thomas Steen Trawick, Jr. | * | ||||||
Timothy W. Wilhite, Esq. | * | ** | ** |
David S. Barber, age 48, 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 60, has served as Senior Vice President and Chief Financial Officer of Home Federal Bank since July 2014. Previously, Mr. Brown served as Vice President and 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 67, has served as Senior Vice President and Senior Credit Officer of Home Federal Bank since February 2013. Prior thereto, Mr. Cantu served as Senior Vice President of Business Banking at Progressive Bank from July 2010 to October 2011. Previously, Mr. Cantu served as Senior Vice President of Business Banking at Regions Bank from July 1987 to July 2010. |
Mary L. Jones, age 64, has served as Senior Vice President Retail and Chief Operations Officer of Home Federal Bank since January 2015. Prior thereto, Ms. Jones served as Senior Vice President Retail and Deposit Operations of Home Federal Bank from July 2011 to January 2015, and previously Ms. Jones served as Vice President of Operations since January 2009. Previously, Ms. Jones served as Assistant Vice President and BSA Officer of Home Federal Bank from January 1985 to January 2009 and January 2013, respectively. |
K. Matthew Sawrie, age 42, 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. |
MANAGEMENT COMPENSATION |
Name and Principal Position | Fiscal Year | Salary | Bonus | Nonequity Incentive Plan Compensation | Stock Awards | Option Awards | All Other Compen- sation(1) | Total | ||||||||||||||||||||||||
Daniel R. Herndon Executive Chairman of the Board (Co-principal Executive Officer through December 2015) | 2016 2015 | $ | 124,051 148,101 | $ | 5,000 30,000 | $ | -- -- | $ | 115,000 -- | $ | 44,720 -- | $ | 156,142 144,174 | $ | 444,913 332,275 | |||||||||||||||||
James R. Barlow President and Chief Executive Officer | 2016 2015 | 221,233 207,764 | 125,000 110,100 | -- -- | 345,000 -- | 55,900 6,015 | 63,569 43,407 | 810,702 367,286 | ||||||||||||||||||||||||
David S. Barber | 2016 | 117,664 | -- | 151,235 | -- | -- | 22,695 | 291,594 | ||||||||||||||||||||||||
Senior Vice President – | 2015 | 114,238 | -- | 143,614 | -- | -- | 21,680 | 279,532 | ||||||||||||||||||||||||
Mortgage Lending | ||||||||||||||||||||||||||||||||
K. Matthew Sawrie | 2016 | 128,162 | -- | 125,332 | 23,000 | 39,130 | 29,245 | 344,869 | ||||||||||||||||||||||||
Senior Vice President – | 2015 | 124,429 | -- | 114,368 | 18,977 | 9,173 | 28,106 | 295,053 | ||||||||||||||||||||||||
Commercial Lending |
Name and Principal Position | Fiscal Year | Salary | Bonus | Nonequity Incentive Plan Compensation | Stock Awards | Option Awards | All Other Compen- sation(1) | Total | ||||||||||||||||||||||||
James R. Barlow President and Chief Executive Officer | 2017 2016 | $ | 235,646 221,234 | $ | 132,925 125,000 | $ | -- -- | $ | -- 345,000 | $ | -- 55,900 | $ | 59,387 63,569 | $ | 427,958 810,703 | |||||||||||||||||
David S. Barber Senior Vice President – Mortgage Lending | 2017 2016 | 122,388 117,664 | -- -- | 172,103 151,235 | -- -- | -- -- | 25,875 22,696 | 320,366 291,595 | ||||||||||||||||||||||||
K. Matthew Sawrie Senior Vice President – Commercial Lending | 2017 2016 | 133,308 128,162 | 700 -- | 100,917 125,332 | -- 23,000 | -- 39,130 | 32,494 29,245 | 267,419 344,869 |
(1) | All other compensation does not include amounts attributable to other miscellaneous benefits. The costs to Home Federal Bancorp of providing such benefits during fiscal |
Stock Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||
Number of | Market Value | Numbr of | Market Value | |||||||||||||||||||||||||||||||||||||||
Option Awards | Shares or Units | of Shares or | Option Awards | Shares or Units | of Shares or | |||||||||||||||||||||||||||||||||||||
Number of Securities Underlying | Option | Option | of Stock That | Units of Stock | Number of Securities Underlying | Option | Option | of Stock That | Units of Stock | |||||||||||||||||||||||||||||||||
Unexercised Options | Exercise | Expiration | Have Not | That Have Not | Unexercisable Options | Exercise | Expiration | Have Not | That Have Not | |||||||||||||||||||||||||||||||||
Name | Exercisable | Unexercisable | Price | Date | Vested | Vested(4) | Exercisable | Unexercisable | Price | Date | Vested | Vested(3) | ||||||||||||||||||||||||||||||
Daniel R. Herndon | 21,869 | 5,838 | (1) | $ | 14.70 | 1/31/2022 | 2,335 | (1) | $ | 50,085 | ||||||||||||||||||||||||||||||||
-- | 8,000 | (3) | 23.00 | 10/26/2025 | 5,000 | (3) | 107,250 | |||||||||||||||||||||||||||||||||||
James R. Barlow | 9,611 | -- | 10.93 | 8/19/2020 | 3,892 | (1) | 83,483 | 9,611 | -- | $ | 10.93 | 8/19/2020 | 12,000 | (2) | $ | 323,400 | ||||||||||||||||||||||||||
38,904 | 9,726 | (1) | 14.70 | 1/31/2022 | 15,000 | (3) | 321,750 | 48,630 | -- | 14.70 | 1/31/2022 | |||||||||||||||||||||||||||||||
426 | 1,707 | (2) | 18.92 | 7/31/2024 | 852 | 1,281 | (1) | 18.92 | 7/31/2024 | |||||||||||||||||||||||||||||||||
-- | 10,000 | (3) | 23.00 | 10/26/2025 | 2,000 | 8,000 | (2) | 23.00 | 10/26/2025 | |||||||||||||||||||||||||||||||||
David S. Barber | 961 | -- | 10.93 | 8/19/2020 | 312 | (1) | 6,692 | 961 | -- | 10.93 | 8/19/2020 | |||||||||||||||||||||||||||||||
1,556 | 389 | (1) | 14.70 | 1/31/2022 | 1,945 | -- | 14.70 | 1/31/2022 | ||||||||||||||||||||||||||||||||||
-- | 2,000 | (3) | 23.00 | 10/26/2025 | 400 | 1,600 | (2) | 23.00 | 10/26/2025 | |||||||||||||||||||||||||||||||||
K. Matthew Sawrie | 11,448 | 3,114 | (1) | 14.70 | 1/31/2022 | 1,505 | (1) | 32,282 | 14,562 | -- | 14.70 | 1/31/2022 | 603 | (1) | 16,251 | |||||||||||||||||||||||||||
650 | 2,603 | (2) | 18.92 | 7/31/2024 | 803 | (2) | 17,224 | 1,300 | 1,953 | (1) | 18.92 | 7/31/2024 | 800 | (2) | 21,560 | |||||||||||||||||||||||||||
-- | 7,000 | (3) | 23.00 | 10/26/2025 | 1,000 | (3) | 21,450 | 1,400 | 5,600 | (2) | 23.00 | 10/26/2025 |
The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on July 31, 2015. |
The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on October 26, 2016. |
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
Name of Beneficial Owner or Number of Persons in Group | Amount and Nature of Beneficial Ownership as of September 20, 2016(1) | Percent of Common Stock | Amount and Nature of Beneficial Ownership as of September 19, 2017(1) | Percent of Common Stock | ||||||||||||
Home Federal Bancorp, Inc. of Louisiana Employee Stock Ownership Plan | 216,893 | (3) | 11.1 | % | ||||||||||||
c/o Home Federal Bank | ||||||||||||||||
624 Market Street | ||||||||||||||||
Shreveport, Louisiana 71101 | ||||||||||||||||
Financial Opportunity Fund LLC | 180,482 | (4) | 9.2 | |||||||||||||
1313 Dolley Madison Boulevard, Suite 306 | ||||||||||||||||
McLean, Virginia 22101 | ||||||||||||||||
Home Federal Bancorp, Inc. of Louisiana Employee Stock Ownership Plan c/o Home Federal Bank 624 Market Street Shreveport, Louisiana 71101 | 216,893 | (3) | 11.3 | % | ||||||||||||
Financial Opportunity Fund LLC 1313 Dolley Madison Boulevard, Suite 306 McLean, Virginia 22101 | 152,761 | (4) | 7.8 | |||||||||||||
Directors: | ||||||||||||||||
James R. Barlow | 104,593 | (5)(6) | 5.2 | % | 118,047 | (5)(6) | 5.9 | % | ||||||||
Walter T. Colquitt, III | 15,690 | (5)(7) | * | 17,594 | (5)(7) | * | ||||||||||
Mark M. Harrison | 16,622 | (5)(8) | * | 20,974 | (5)(8) | 1.1 | ||||||||||
Daniel R. Herndon | 150,559 | (5)(9) | 7.6 | 160,655 | (5)(9) | 8.2 | ||||||||||
David A. Herndon, III | 34,526 | (5) | 1.8 | |||||||||||||
Woodus K. Humphrey | 15,399 | (5) | * | 17,611 | (5) | * | ||||||||||
Scott D. Lawrence | 35,405 | (5)(10) | 1.8 | 37,617 | (5)(10) | 1.9 | ||||||||||
Clyde D. Patterson | 53,031 | (5)(11) | 2.7 | 56,611 | (5)(11) | 2.9 | ||||||||||
Thomas Steen Trawick, Jr. | 8,162 | (5) | * | 11,376 | 5) | * | ||||||||||
Timothy W. Wilhite, Esq. | 18,840 | (5)(12) | 1.0 | 22,492 | (5)(12) | 1.2 | ||||||||||
Other Named Executive Officers: | ||||||||||||||||
David S. Barber | 9,606 | (5)(13) | * | 11,181 | 5)(13) | * | ||||||||||
K. Matthew Sawrie | 35,501 | (5)(14) | 2.0 | 47,500 | (5)(14) | 2.4 | ||||||||||
All Directors and Executive Officers as a Group (15 persons) | 534,318 | (5) | 25.4 | % | ||||||||||||
All Directors and Executive Officers as a Group (14 persons) | 562,014 | (5) | 26.6 | % |
* | 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. |
As of September |
(4) | This information is based on an Amendment No. |
(5) | Includes options to acquire shares of Home Federal Bancorp common stock that are exercisable within 60 days of September |
Name | Stock Awards | Stock Options | |||||||
James R. Barlow | 6,892 | 51,367 | |||||||
Walter T. Colquitt, III | 646 | 5,332 | |||||||
Mark M. Harrison | 1,584 | 6,201 | |||||||
Daniel R. Herndon | 3,335 | 23,469 | |||||||
David A. Herndon, III | 646 | 3,832 | |||||||
Woodus K. Humphrey | 646 | 5,332 | |||||||
Scott D. Lawrence | 646 | 5,332 | |||||||
Clyde D. Patterson | 646 | 5,332 | |||||||
Thomas Steen Trawick, Jr. | 1,091 | 4,870 | |||||||
Timothy W. Wilhite, Esq. | 1,584 | 7,368 | |||||||
David S. Barber | 312 | 2,917 | |||||||
K. Matthew Sawrie | 2,308 | 14,148 | |||||||
All directors and executive officers as a group (15 persons) | 23,140 | 143,326 |
Name | Stock Awards | Stock Options | ||||||
James R. Barlow | 3,000 | 63,519 | ||||||
Walter T. Colquitt, III | 200 | 6,974 | ||||||
Mark M. Harrison | 1,584 | 9,369 | ||||||
Daniel R. Herndon | 1,000 | 30,907 | ||||||
Woodus K. Humphrey | 200 | 7,344 | ||||||
Scott D. Lawrence | 200 | 7,344 | ||||||
Clyde D. Patterson | 200 | 7,344 | ||||||
Thomas Steen Trawick, Jr. | 1,091 | 7,393 | ||||||
Timothy W. Wilhite, Esq. | 1,584 | 9,836 | ||||||
David S. Barber | -- | 3,706 | ||||||
K. Matthew Sawrie | 2,308 | 19,312 | ||||||
All directors and executive officers as a group (14 persons) | 13,867 | 185,298 |
(6) | Includes 550 shares held by Mr. Barlow's spouse, 13,500 shares held in Mr. Barlow's individual retirement account, |
(7) | Includes |
(8) | Includes 911 shares held by Mr. Harrison's spouse and 2,733 shares held in his individual retirement account. |
(9) | Includes |
(10) | Includes 8,016 shares over which Mr. Lawrence's spouse holds power of attorney to vote the shares held in the name of her mother as usufruct for her four children, naked owners, 4,555 shares held in Mr. Lawrence's individual retirement account and 4,555 shares held jointly with Mr. Lawrence's spouse. |
(11) | Includes |
(12) | Includes 6,000 shares held jointly with Mr. Wilhite's spouse. |
(13) | Includes |
(14) | Includes 1,922 shares held jointly with Mr. Sawrie's spouse, 5,361 shares held in Mr. Sawrie's individual retirement account, |
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal |
Year Ended June 30, | |||||||||
2016 | 2015 | ||||||||
Audit fees(1) | $ | 78,850 | $ | 79,150 | |||||
Audit-related fees(2) | 925 | 1,650 | |||||||
Tax fees | -- | -- | |||||||
All other fees | -- | -- | |||||||
Total | $ | 79,775 | $ | 80,800 |
Year Ended June 30, | ||||||||
2017 | 2016 | |||||||
Audit fees(1) | $ | 77,550 | $ | 78,850 | ||||
Audit-related fees(2) | 1,025 | 925 | ||||||
Tax fees | -- | -- | ||||||
All other fees | -- | -- | ||||||
Total | $ | 78,757 | $ | 79,775 |
(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 for |
REPORT OF THE AUDIT COMMITTEE |
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS WITH THE BOARD OF DIRECTORS |
ANNUAL REPORTS |
OTHER MATTERS |
To: | Participants in the Home Federal Bank Employees' Savings and Profit Sharing Plan (the "401(k) Plan") |
To: | Participants in the Home Federal Bank Employee Stock Ownership Plan (the "ESOP") |