DEF 14A of HomeTrust Bancshares, Inc., Apr 8, 2024

DEF 14A of HomeTrust Bancshares, Inc.

Filed Apr 8, 2024 · FY20230001104659-24-044740

Open on EDGAR

  1. PROPOSAL I. ELECTION OF DIRECTORS

    PROPOSAL I. ELECTION OF DIRECTORS The Company’s Board of Directors currently consists of nine members but will be increased to 11 members assuming the election of all nominees named below and following the retirement of F.K. McFarland, III as a director effective at the completion of the annual meeting. Approximately one-third of the Company’s directors are normally elected annually. Directors of the Company generally are elected to serve for a three-year term or until their respective successors are elected and qualified. The following table sets forth certain information regarding the composition of the Company’s Board of Directors, including each director’s term of office. The Board of Directors, acting on the recommendation of the Governance and Nominating Committee, has recommended and approved the nominations of Jesse J. Cureton, Jr., Bonnie V. Hancock, Dwight L. Jacobs, John A. Switzer, C. Hunter Westbrook and Richard T. Williams. Ms. Hancock and Messrs. Switzer, Westbrook and Williams have each been nominated for a three-year term to expire at the annual meeting of stockholders to be held in 2027. Messrs. Cureton and Jacobs have each been nominated for a two-year term to expire at the annual meeting of stockholders to be held in 2026. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting FOR the election of these director nominees. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend, acting on the recommendations of the Governance and Nominating Committee. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

  2. PROPOSAL I. ELECTION OF DIRECTORS

    | Name | Age(1) | Position(s) Held in the Company and the Bank | Director Since(2) | Term of Office Expires in | | NOMINEES | | | | | | Jesse J. Cureton, Jr. | 63 | Director Nominee | --- | 2026 | | Bonnie V. Hancock | 62 | Director Nominee | --- | 2027 | | Dwight L. Jacobs | 58 | Director Nominee | --- | 2026 | | John A. Switzer | 67 | Director | 2019 | 2027 | | C. Hunter Westbrook | 60 | Vice Chairman, President and Chief Executive Officer of the Company and the Bank | 2021 | 2027 | | Richard T. Williams | 70 | Chairman of the Company and the Bank | 2016 | 2027 | | DIRECTORS REMAINING IN OFFICE | | | | | | Laura C. Kendall | 72 | Director | 2016 | 2025 | | Rebekah M. Lowe | 64 | Director | 2020 | 2025 | | Narasimhulu Neelagaru, M.D. | 73 | Director | 2023 | 2025 | | Robert E. James, Jr. | 73 | Director | 2016 | 2026 | | Craig C. Koontz | 73 | Director | 2010 | 2026 |

  3. PROPOSAL I. ELECTION OF DIRECTORS

    (1) As of December 31, 2023. (2) Includes service as a director of the Bank.

  4. Business Experience and Qualifications of Our Directors

    Business Experience and Qualifications of Our Directors The business experience of each of our directors and director nominees, other than Mr. McFarland (whose term as a director will not continue after the annual meeting due to his retirement from the Board), for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each such individual that further supports his or her service as a director are set forth below. Unless otherwise indicated, each such individual has held his or her current occupation and employment position for the past five years. Jesse J. Cureton, Jr. Mr. Cureton is the former Executive Vice President and Chief Consumer Officer for Novant Health, a three-state integrated healthcare network of physician clinics, outpatient centers and hospitals with more than $7 billion in revenue and 35,000 employees. A leader in building innovative consumer and employee experiences in highly regulated industries, he was responsible for Novant Health’s customer interests, including marketing, public relations, community engagement and Novant Health’s regional foundations. Joining Novant Health in 2013, he led Novant Health’s system-wide rebrand that successfully unified the organization through a culture of wellness and consumer engagement, focusing on innovative healthcare delivery and community-centric care. In addition, he led omnichannel marketing and the communication efforts to share Novant Health’s commitment to price transparency, evolving consumer needs, personalized patient experiences and strategies to achieve health equity. Prior to joining Novant Health, Mr. Cureton served as Regional Executive and Managing Director for Bank of America subsidiary U.S. Trust. During his 25-year career with Bank of America, he held a variety of roles with increasing responsibility, from Mortgage Account Executive to Regional President. Following Bank of America’s purchase of U.S. Trust, the nation’s oldest trust company, he successfully led the local merger efforts in North Carolina, developed training for more than 2,000 wealth management advisors, and implemented tactics that greatly improved staff satisfaction, retention and productivity. With a particular passion for education, the arts and financial literacy initiatives, Mr. Cureton has served on numerous boards, including the Foundations for the Carolinas, the Charlotte Regional Business Alliance (Chair 2019), Bechtler Museum of Modern Art and Charlotte Center City Partners. Currently, he is the Past Chair for the University of North Carolina at Chapel Hill Board of Visitors and Chair-Elect for the Queens University of Charlotte Board of Trustees. He is a graduate of Harvard Business School’s Executive Education program in value measurement for healthcare and The Wharton School’s Executive Education Institute program on investments. Mr. Cureton has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes his broad business background, including within the banking industry, would make him a valuable member of the Board. Bonnie V. Hancock. Ms. Hancock is a Professor of Practice in the Poole College of Management at North Carolina State University (“NCSU”), where she teaches graduate classes in financial management and financial planning. Prior to joining NCSU, she worked with Progress Energy, as Senior Vice President of Finance and Information Technology and later as President of Progress Fuels, a subsidiary with over $1 billion in assets that produced and marketed gas, coal and synthetic fuels, and operated fuel terminals and ash management facilities. During her time at Progress Energy and its predecessor, Carolina Power & Light, she also held the positions of Tax Manager, Vice President – Accounting and Vice President – Strategic Planning. In addition, she was the Executive Director of NCSU’s Enterprise Risk Management Initiative from 2006-2021. Ms. Hancock is currently a member of the Board of Directors of AgCarolina Farm Credit, where she serves as chair of the Risk Committee and as a member of the Governance Committee. She is also a member of the Board of the National Association of Corporate Directors – Research Triangle Chapter, an organization for the advancement of exemplary board leadership, where she served as Board Chair from 2022-2023, and is a member of the Board of the North Carolina Coastal Pines Girl Scout Council, where she served as chair from 2018 – 2022. She previously served on the Boards of Directors of AgFirst Farm Credit Bank and Powell Industries, Inc. Ms. Hancock has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes her business experience, along with her financial and risk management expertise, would make her a valuable member of the Board. Dwight L. Jacobs. Mr. Jacobs currently serves as Senior Vice President, Supply Chain, Real Estate, and Chief Procurement Officer for Duke Energy, a Fortune 150 public utility headquartered in Charlotte, North Carolina. Over his 22-year career at the firm, he has held various leadership roles, including serving as Chief Accounting Officer, Chief Risk Officer, and Senior Vice President of Financial Planning and Analysis, among others. Prior to joining Duke Energy, Mr. Jacobs was an audit and business advisory partner with Arthur Andersen, where he worked for 14 years in Washington, D.C. and the Carolinas serving various large private equity, consumer products, hospitality and real estate clients. Mr. Jacobs is a Lumbee Indian of North Carolina and is the vice chair of the University of North Carolina at Chapel Hill’s Alumni Committee on Racial and Ethnic Diversity. Mr. Jacobs is a board member and former president of Communities in Schools in Charlotte. He was recently appointed to the advisory board for McColl School of Business at Queens University of Charlotte. Mr. Jacobs received the 2023 Distinguished Service Medal from the University of North Carolina at Chapel Hill. Mr. Jacobs has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes his background as a business leader, his expertise in finance and risk management and his role as active community leader would make him a valuable member of the Board. John A. Switzer. Mr. Switzer retired as the Managing Partner of the Charlotte office of KPMG LLP, and the Market Leader for KPMG’s Coastal Business Unit, encompassing offices in the Carolinas, Florida and Puerto Rico. Over his 38-year career at the firm, he held various leadership roles which also included serving as the Managing Partner of the Cleveland, Louisville and Lexington, Kentucky offices, as well as other leadership roles within the firm. Throughout his career, Mr. Switzer served as the lead audit partner for numerous publicly traded global and domestic companies in multiple industries. Mr. Switzer is a director of Barings BDC, Inc., a publicly traded business development company, where he has served as the audit committee chairman. He is also a director of Barings Capital Investment Corporation, a privately held business development company, where he serves on the audit committee. In addition, he is a director of Weisiger Group and a board member for the Foundation for the Mint Museum and the National Association of Corporate Directors Carolinas Chapter. He has served on numerous other not-for-profit boards in several cities throughout his career. Mr. Switzer joined the Board effective September 3, 2019 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 1, 2019. Mr. Switzer’s background as a business leader, a CPA and a lead audit partner for public companies, as well as his extensive board experience, is of great benefit to our Board.

  5. Business Experience and Qualifications of Our Directors

    C. Hunter Westbrook. Mr. Westbrook currently serves as Vice Chairman, President and Chief Executive Officer of HomeTrust Bancshares and HomeTrust Bank. Prior to September 1, 2022, Mr. Westbrook served as President and Chief Operating Officer of HomeTrust Bancshares and President and Chief Executive Officer of HomeTrust Bank. Prior to September 1, 2021, Mr. Westbrook served as Senior Executive Vice President and Chief Operating Officer of HomeTrust Bancshares since October 2018, President and Chief Operating Officer of HomeTrust Bank since October 2020 and Senior Executive Vice President and Chief Operating Officer of HomeTrust Bank from October 2018 to September 2020. Before that, Mr. Westbrook served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Banking Officer of HomeTrust Bancshares and HomeTrust Bank since June 2012. Mr. Westbrook began his career in banking with TCF Bank in Minneapolis and later joined TCF National Bank Illinois as Senior Vice President of Finance. In 2004 he was promoted to Executive Vice President of Retail Banking for Illinois, Wisconsin and Indiana markets that included 250 branches and $4 billion in deposits. He also served as President and Chief Executive Officer of First Community Bancshares in Texas, from 2006 to 2008, where he was responsible for repositioning the bank’s retail operating model and implemented the bank’s retail and corporate lending product offerings. In his most recent role prior to joining HomeTrust Bancshares and HomeTrust Bank, Mr. Westbrook served as Executive Vice President and Chief Operations Officer from 2008 to 2010 and as President and Chief Executive Officer from 2010 to 2012 of Second Federal Savings and Loan Association of Chicago, where he significantly grew core operating revenue, net checking account balances, and repositioned the bank’s entire product line. Mr. Westbrook joined the Board effective September 1, 2021, and was appointed Vice Chairman on November 13, 2023. Mr. Westbrook’s decades of experience as a senior executive in the banking industry and 11 years of service with HomeTrust Bank make him a valued member of the Board. Richard T. Williams. Mr. Williams retired as Vice President (“VP”) of Corporate Community Affairs at Duke Energy Corporation and President of the Duke Energy Foundation. Over his 37-year career at Duke Energy Corporation, he held various leadership roles which included VP of Environmental, Health & Safety, VP of Enterprise Field Services, VP of Diversity & Talent Management, VP of Diversity, Ethics & Compliance and Chief Compliance Officer, and VP of Business & Community Relations. Mr. Williams is a director of Coca-Cola Consolidated, Inc. He also is a current board member for Atrium Health and the Billy Graham Evangelistic Association. In addition, he has served on various other boards throughout his career, including UNC Chapel Hill - Board of Trustees (Chair 2003-2005), Chapel Hill Chamber of Commerce (Chair 1995-1996), UNC General Alumni Association (Chair 2002), Durham Chamber of Commerce (Chair 2002), Greater Charlotte YMCA (Chair 2011-2013), The Mint Museum (Chair 2011-2013), Central Piedmont Community College, National Association of Corporate Directors – Carolinas Chapter and Bank of Commerce (2008-2014). Additionally, he was recognized as one of the Top 100 directors for 2020 nationally by the National Association of Corporate Directors and was named one of 2015’s “Heroes of the Fortune 500” for good works by employees of the nation’s largest companies. North Carolina’s Governor also conferred the Order of the Long Leaf Pine on Mr. Williams, one of North Carolina’s most prestigious honors. Mr. Williams joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015. Mr. Williams, who was appointed as Chairman of the Boards of Directors of the Company and the Bank on November 13, 2023, after serving as Vice Chairman and Lead Director since November 2017, brings to the Board extensive business experience gained from a variety of leadership roles within a large organization, as well as strong ties to the local community. Laura C. Kendall. Ms. Kendall is a Senior Managing Director at Aurora Management Partners and has over 40 years of financial and management experience. She has been with Aurora Management Partners since 2013 and prior to that worked in numerous leadership roles with Tanner Companies LLC (President 2008-2013; Chief Operating Officer 2006-2008; and Chief Financial Officer 2003-2006), CFOdynamics LLC (CEO 2002-2003), Delhaize America, Inc. (CFO 1999-2002), and its subsidiary, Food Lion, Inc. (CFO 1997-2002), F&M Distributors, Inc. (CFO 1988-1996), and Perry Drug Stores, Inc. (VP of Finance 1986-1988). Ms. Kendall is a registered CPA and a member of the American Institute of CPAs. She is a previous member of the Board of Directors at Bank of Commerce and of Charles & Colvard (2003-2011). Ms. Kendall joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015. Ms. Kendall’s broad business background and accounting expertise make her a valued member of the Board. Rebekah M. Lowe. Ms. Lowe is the Chief Executive of Fizzywork Executive Coaching, a position she has held since 2012. Previously, Ms. Lowe was with Wachovia Bank (now Wells Fargo) beginning in 1982 and rose through the ranks to serve both East Florida and Western North Carolina as Regional President before her departure in 2007. A broad banking career included serving as a branch manager, regional risk administration manager, state retail banking manager, state mortgage manager, and mergers and integrations manager for three different acquisitions. As Regional President, she had overall responsibility for consumer, commercial, wealth, real estate, and dealer banking in the regions she served. She also held the title of Executive Vice President of Wachovia Bank since 2002. Ms. Lowe graduated from Georgetown University’s Leadership Coaching Program. She completed the University of North Carolina at Chapel Hill’s Executive Leadership Program and the Duke University’s Senior Management Development Program and was a member of Leadership North Carolina. Ms. Lowe has served on many community boards and executive committees, including those of The United Way, Chambers of Commerce, YMCA of Western North Carolina, and Sisters of Mercy of North Carolina Foundation. Ms. Lowe joined the Board effective September 1, 2020 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 10, 2020. Ms. Lowe’s extensive experience in the banking industry and in working with executive-level employees on the development of leadership skills make her a valued member of the Board.

  6. Business Experience and Qualifications of Our Directors

    Narasimhulu Neelagaru, M.D. Upon selling his medical practice in Commerce, Georgia in 2017, Dr. Neel retired after more than 40 years in his field as a board-certified cardiologist. He founded Quantum and its subsidiary, Quantum National Bank, in 1995, where he served as Chairman and Chief Executive Officer, and was Quantum’s majority shareholder up until its merger with the Company effective February 12, 2023. The Quantum Merger Agreement provided for the appointment of Dr. Neel as a director of the Company for an initial term ending at the Company’s annual meeting of stockholders immediately following his attaining 75 years of age. Consistent with this provision, on June 26, 2023, Dr. Neel was appointed as a director of the Company to serve in the class of directors whose terms expire in calendar year 2025. The Quantum Merger Agreement further provides that after the end of Dr. Neel’s initial term, he may serve for up to two additional one-year terms as a director of the Company if he and Infinity Trust continue to own five percent or more of the then-outstanding shares of the Company’s common stock, subject to any legal or bank regulatory requirements. The Quantum Merger Agreement entitles Dr. Neel to simultaneously serve as a director of the Bank so long as a majority of the directors of the Company are directors of the Bank. Dr. Neel currently serves on the boards of the Indian American International Chamber of Commerce and International Development Foundation, Inc., and has served on the boards of CIGNA Health Spring Insurance Company, the Athens Area Coalition of Physicians, the Jackson County Area Chamber of Commerce, and the Community Bankers Association of Georgia. Dr. Neel’s broad business experience, both in the medical and banking fields, as well as his continued service to the local Georgia community, make him a valued member of the Board. Robert E. James, Jr. Mr. James has over 42 years of experience in the banking industry and is currently President of Robert E. James Advisors, LLP. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. From 2012 to 2015, he worked for Grant Thornton LLP as a Senior Advisor in their Banking and Securities Industry Practice. Prior to 2012, he worked for Fifth Third Bank, North Carolina (President and CEO 2008-2012), First Charter Corporation (President and CEO 2004-2008; Chief Banking Officer 1999-2004), and Centura Banks, Inc. (Executive Vice President 1989-1999). He is a current board member for the Salvation Army, Charlotte Area Command. In addition, he has served as Vice-Chair for the Board of Directors of Fifth Third Bank, North Carolina (2011-2014), served on the Board of Directors of the North Carolina Bankers Association (Chair 2007-2008), served as a board member for UNC Chapel Hill – Board of Visitors and has served as Chairman of the Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015. Mr. James’s many years of experience in the banking industry, including having served as a CEO and in other senior executive positions, make him a valued member of the Board. Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT Director for Atrium's North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz served as Chair of the Transition Committee of First Presbyterian Church Lexington and is an elder. He also volunteers for Crisis Ministry of Davidson County/Homeless Shelter and Habitat for Humanity. Mr. Koontz has also served as President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz became a director of HomeTrust Bank in 2010. Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled with his knowledge of and experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.

  7. Executive Officers Who Are Not Also Directors

    Executive Officers Who Are Not Also Directors Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company. Each executive officer’s age is as of December 31, 2023. Tony J. VunCannon. Mr. VunCannon, age 59, is a certified public accountant and has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bank since July 2006 and as Corporate Secretary of HomeTrust Bank since September 2017. From March 1997 to June 2006, Mr. VunCannon served as Vice President and Treasurer of HomeTrust Bank and from April 1992 to February 1997, Mr. VunCannon served as Controller of HomeTrust Bank. In addition, Mr. VunCannon has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bancshares since HomeTrust Bank’s mutual-to-stock conversion and as Corporate Secretary of HomeTrust Bancshares since September 2017. Previously, Mr. VunCannon was employed by KPMG in Charlotte, North Carolina. Kristin Y. Powell. Ms. Powell, age 47, joined HomeTrust Bancshares and HomeTrust Bank in July 2015. From July 2015 to May 2020, Ms. Powell served as Director of Residential Mortgage Lending, and from June 2020 to June 2022, Ms. Powell served as Executive Vice President, Consumer Banking Group Executive. As of July 2022, Ms. Powell was promoted to Executive Vice President, Consumer and Business Banking Group Executive. Her experience in the banking and financial services industry spans over 20 years. Prior to joining HomeTrust, she served for over 13 years at PNC in senior leadership and strategic positions throughout the Southeast. Currently, she provides direction and leadership to our Consumer and Business Banking lines of business, which include Mortgage, Retail, Business Banking and Professional Investment Bank services. John F. Sprink, II. Mr. Sprink, age 59, joined HomeTrust Bancshares and HomeTrust Bank in November 2014 as Senior Vice President and Market President, leading HomeTrust’s de novo entrance into the Raleigh, North Carolina market. In May 2023, Mr. Sprink was promoted to Executive Vice President, Commercial Banking Group Executive. His experience in the banking industry of more than 30 years includes leadership roles at Central Carolina Bank/SunTrust and TrustAtlantic Bank. Megan Pelletier. Ms. Pelletier, age 45, joined HomeTrust Bancshares and HomeTrust Bank in May 2022 as Executive Vice President, Chief People Officer. In July 2023, Ms. Pelletier was promoted to Executive Vice President, Chief Operations and People Officer and gained responsibility for deposit and loan operations and project management functions, while retaining leadership of human resources. Her experience spans 20 years of banking and financial industry roles as an operational and commercial line of business employee, as well as a human resources leader. Prior to joining HomeTrust, she served in several key roles at SouthState Bank in Charlotte, North Carolina, most recently as Senior Vice President, Director of Talent Acquisition. While at SouthState she also held the positions of Director of Commercial Operations, Human Resources Manager and Human Resources Business Partner. Marty T. Caywood. Mr. Caywood, age 51, joined HomeTrust Bank in May 1995 and has served as Executive Vice President and Chief Information Officer since April 2019. During his time at HomeTrust Bank, he has served in multiple capacities, developing and implementing technology initiatives across the organization. In 2014, Mr. Caywood assumed the role of Director of Information Technology and was promoted to Senior Vice President and Chief Technology Officer in September 2017. In addition to maintaining existing enterprise systems, he provides technical direction to all lines of business and has led numerous operational process improvement initiatives. Keith J. Houghton. Mr. Houghton, age 61, has served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Credit Officer of HomeTrust Bank since March 2014. Mr. Houghton has more than 30 years of experience in the banking industry. For nearly 17 years, he held a variety of senior positions in the credit and lending areas with StellarOne Corporation, a Charlottesville, VA-based bank holding company with approximately $3 billion in assets, and its predecessors, until the sale of StellarOne to another bank in January 2014. The most recent of those positions was Chief Credit Risk Officer, which Mr. Houghton held since 2007. As previously reported by the Company, Mr. Houghton plans to retire from HomeTrust Bancshares and HomeTrust Bank effective June 30, 2024. Lora Jex. Ms. Jex, age 44, joined HomeTrust Bancshares and HomeTrust Bank in August 2023 as Executive Vice President and Chief Risk Officer. Ms. Jex has more than 20 years of banking and financial industry experience at institutions ranging from $3 billion to $30 billion in assets. Before joining HomeTrust, she served as Chief Compliance Officer at Southern First Bank in Greenville, South Carolina and at South State Bank in Columbia, South Carolina. She has also held positions at The Savannah Bancorp, Dixon Hughes Goodman LLP, Crowe Chizek & Company and Troy Bank & Trust.

  8. Director Compensation

    Director Compensation The current members of the Boards of Directors of the Bank and the Company are identical. The following table includes information regarding the compensation earned, for service as a director, by each individual who served on the Company’s Board of Directors during the six-month transition period ended December 31, 2023, other than Mr. Stonestreet, who served as Executive Chairman until his retirement on November 13, 2023, and Mr. Westbrook, the Company’s President and Chief Executive Officer. During the six-month transition period ended December 31, 2023, Messrs. Stonestreet and Westbrook did not receive any compensation for their service as directors. For information regarding Mr. Stonestreet’s and Mr. Westbrook’s compensation for service as executive officers, see “Executive Compensation.” The table also includes information regarding the compensation earned by Mr. Cureton, Ms. Hancock and Mr. Jacobs for their service as advisory directors of the Company during the six-month transition period ended December 31, 2023.

  9. Director Compensation

    | Name | Fees Earned Or Paid in Cash ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Sidney A. Biesecker(1) | $20,750 | --- | --- | $--- | $241 | $20,991 | | Jesse Cureton(2) | 6,000 | --- | --- | --- | --- | 6,000 | | Bonnie V. Hancock(2) | 7,500 | --- | --- | --- | --- | 7,500 | | Dwight L. Jacobs(2) | 6,000 | --- | --- | --- | --- | 6,000 | | Robert E. James, Jr. | 25,250 | --- | --- | --- | 241 | 25,491 | | Laura C. Kendall | 29,500 | --- | --- | --- | 241 | 29,741 | | Craig C. Koontz | 28,250 | --- | --- | 181 | --- | 28,431 | | Rebekah M. Lowe | 24,500 | --- | --- | --- | 241 | 24,741 | | F.K. McFarland, III | 21,500 | --- | --- | 7,501 | --- | 29,001 | | Narasimhulu Neelagaru, M.D. | 17,000 | --- | --- | --- | --- | 17,000 | | John A. Switzer | 20,750 | --- | --- | --- | 241 | 20,991 | | Richard T. Williams | 35,250 | --- | --- | 66 | 241 | 35,557 |

  10. Director Compensation

    | (1) Mr. Biesecker, who passed away on October 24, 2023, is a former employee of HomeTrust Bank. Information regarding compensation provided to him and his beneficiaries during the six-month transition period ended December 31, 2023 for his prior service as an employee is provided under “Transactions with Related Persons.” | | (2) Messrs. Cureton and Jacobs and Ms. Hancock became advisory directors of the Company on September 25, 2023, and currently serve in that capacity. | | (3) As of December 31, 2023, each of Messrs. James, Koontz, McFarland, Switzer and Williams and Mses. Kendall and Lowe held 1,148 unvested shares of restricted stock. | | (4) As of December 31, 2023, Mr. Koontz held options to purchase 3,700 shares of common stock, Mr. McFarland held options to purchase 2,300 shares of common stock and each of Messrs. James and Williams and Ms. Kendall held options to purchase 12,000 shares of common stock. | | (5) Includes the aggregate of (i) the change in the actuarial present value of the director’s accumulated benefit under HomeTrust Bank’s Director Emeritus Plan (the “Director Emeritus Plan”) from June 30, 2023 to December 31, 2023 and (ii) above-market interest on amounts deferred under HomeTrust Bank’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”), respectively, as follows for each director: Mr. Biesecker – (i) $0 and (ii) $0; Mr. James – (i) $0 and (ii) $0; Ms. Kendall – (i) $0 and (ii) $0; Mr. Koontz – (i) 0 and (ii) $181; Ms. Lowe – (i) $0 and (ii) $0; Mr. McFarland – (i) $7,344 and (ii) $157; Dr. Neel – (i) $0 and (ii) $0; Mr. Switzer – (i) $0 and (ii) $0; and Mr. Williams – (i) $0 and (ii) $66. Messrs. Koontz and McFarland are the only current directors who participate in the Director Emeritus Plan. For additional information, see “—Director Emeritus Plan.” | | (6) Represents dividends paid on unvested shares of restricted stock. |

  11. Executive Summary

    | ● | cash awards under the Company’s short-term incentive program were based on the Company’s financial performance and pre-established individual goals. |

  12. Executive Summary

    | Pay for performance, minimum performance requirements and capped payouts | Our annual incentives require minimum levels of performance before amounts are earned and also have a cap on maximum payouts. More than one-half of our chief executive officer’s annual equity award is performance-based and one-half of the annual equity awards to other executive officers are performance-based. | | Appropriate risk-taking | We set challenging, yet achievable performance goals that are centered around our internal financial plan, which we believe will not encourage risk taking outside the range of risk inherent in our business. | | Clawback provisions | Our annual incentives and equity-based awards are subject to clawback if we are required to restate our financial results. | | Limited perquisites | Other than providing Mr. Westbrook with an automobile allowance, reimbursing Mr. Sprink for country club dues and providing Mr. Stonestreet with a company automobile (ownership of which was transferred to Mr. Stonestreet upon his retirement), we have not provided the NEOs with any perquisites or other personal benefits. | | No golden-parachute excise tax gross-ups | We have not entered into any agreements that provide a golden parachute excise tax gross-up in the event of a change in control. | | “Double-trigger” severance benefits in the event of a change in control | In the event of a change in control, the payment of severance benefits to the NEOs under their employment (Messrs. Westbrook and VunCannon) and change in control severance (Ms. Powell, Mr. Sprink and Ms. Pelletier) agreements are set to a “double trigger.” This means that these severance benefits will not be paid unless there is also a qualifying termination of employment upon or after the change in control. | | No repricing or exchanges of underwater stock options | Our 2013 Omnibus Incentive Plan and our 2022 Omnibus Incentive Plan both prohibit the repricing or exchange of underwater stock options without stockholder approval. | | Significant stock ownership requirement | Our executive officers and directors are required to accumulate and hold our common stock equal to a multiple of base salary (three times base salary for the chief executive officer and one times base salary for each of the other NEOs) or annual Board retainer (five times annual retainer for each non-employee director). | | No hedging or pledging | Our executive officers and directors are prohibited from hedging or pledging our securities. | | Annual say on pay vote | The Company both seeks and values stockholder feedback and holds a say on pay vote every year. |

  13. Transition Period Executive Compensation Program in Detail

    Annual Incentives. Under the Senior Leadership Incentive Plan, participating executive officers are generally eligible to earn a cash bonus ranging from 50% to 150% of their targeted incentive award opportunities based on the extent to which certain weighted performance goals have been achieved relative to a targeted level of performance. Executive officers receive a payout of 50% of their targeted incentive award opportunity if actual performance under a performance goal is at the threshold (minimum) level of performance, 100% of their targeted incentive award opportunity if actual performance is at the target level of performance, and 150% of their targeted incentive award opportunity if actual performance is at or above the stretch (maximum) level of performance, subject to the discretion of the Compensation Committee to modify awards. Interpolation is used to calculate incentive payouts when performance falls between threshold and stretch. Set forth below is a summary of the award opportunities for the six-month transition period ended December 31, 2023 under the Senior Leadership Incentive Plan for Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier. Mr. Stonestreet did not participate in the Senior Leadership Incentive Plan with respect to the six-month transition period ended December 31, 2023. The target incentive award opportunities were reduced by one-half to reflect the six-month transition period.

  14. Transition Period Executive Compensation Program in Detail

    | C. Hunter Westbrook | | | Targeted Incentive Award Opportunity (as a % of Base Salary): | 25% | | Targeted Incentive Award Opportunity (as a $ Amount): | $150,000 | | Performance Goals | Weighting | | Pre-Tax, Pre-Provision Income | 75% | | Efficiency Ratio | 25% |

  15. Transition Period Executive Compensation Program in Detail

    | Tony J. VunCannon | | | Targeted Incentive Award Opportunity (as a % of Base Salary): | 15% | | Targeted Incentive Award Opportunity (as a $ Amount): | $48,000 | | Performance Goals | Weighting | | Pre-Tax, Pre-Provision Income | 75% | | Efficiency Ratio | 25% |

  16. Transition Period Executive Compensation Program in Detail

    | Kristin Y. Powell | | | Targeted Incentive Award Opportunity (as a % of Base Salary): | 20% | | Targeted Incentive Award Opportunity (as a $ Amount): | $59,280 | | Performance Goals | Weighting | | Pre-Tax, Pre-Provision Income | 50% | | Efficiency Ratio | 25% | | Division Profitability vs. Plan | 25% |

  17. Transition Period Executive Compensation Program in Detail

    | John F. Sprink, II | | | Targeted Incentive Award Opportunity (as a % of Base Salary): | 20% | | Targeted Incentive Award Opportunity (as a $ Amount): | $59,280 | | Performance Goals | Weighting | | Pre-Tax, Pre-Provision Income | 50% | | Efficiency Ratio | 25% | | Division Profitability vs. Plan | 25% |

  18. Transition Period Executive Compensation Program in Detail

    | Megan Pelletier | | | Targeted Incentive Award Opportunity (as a % of Base Salary): | 15% | | Targeted Incentive Award Opportunity (as a $ Amount): | $43,950 | | Performance Goals | Weighting | | Pre-Tax, Pre-Provision Income | 75% | | Efficiency Ratio | 25% |

  19. Transition Period Executive Compensation Program in Detail

    | Corporate Performance Goal | Threshold | Target | Maximum | Actual Results | Payout Achievement As Calculated | | Pre-Tax, Pre-Provision Income | $33.0 | $38.8 | $44.6 | $39.2 | 103.8% | | Efficiency Ratio | 65.71% | 60.93% | 56.41% | 59.81% | 112.4% |

  20. Transition Period Executive Compensation Program in Detail

    | | Target Incentive Award Opportunity | Actual Award Payout | Actual Award Payout | | Name | (as a % of Base Salary) | (as a % of Base Salary) | (as a $ Amount) | | C. Hunter Westbrook | 25% | 29.1% | $174,802 | | Tony J. VunCannon | 15 | 17.5 | 55,937 | | Kristin Y. Powell | 20 | 25.8 | 76,615 | | John F. Sprink, II | 20 | 23.1 | 68,490 | | Megan Pelletier | 15 | 17.5 | 51,217 |

  21. Transition Period Executive Compensation Program in Detail

    The Senior Leadership Incentive Plan document contains a clawback provision, which provides that if we are required to restate our financial statements due to our material non-compliance with any financial reporting requirement, a participant must, unless otherwise determined in the sole discretion of the Committee, reimburse us to the extent any incentive payment to the participant was calculated based on financial results that were required to be restated. This is in addition to the mandatory clawback policy we were required to adopt as a NASDAQ-listed company, which we did on November 7, 2023. Equity-Based Awards. Equity-based awards, which are currently granted under the Company’s 2022 Omnibus Incentive Plan, are designed to align the interests of award recipients with the interests of our stockholders by providing award recipients with the opportunity to share in the long-term appreciation, if any, in the Company’s stock price which may occur after their awards are granted. No equity-based awards were granted to the NEOs during the six-month transition period ended December 31, 2023. On February 11, 2024, Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier were each granted performance-based restricted stock units, with performance measured by the Company’s pre-tax, pre-provision income to average assets as compared to a peer index over the three-year period ending December 31, 2026. Payout will range from 25% of the target number of shares for performance at the 35th percentile to 150% of the target number of shares for performance at or above the 70th percentile. The following table shows the target number of shares underlying the performance-based restricted stock units awarded on February 11, 2024 to Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier, and the fair value of such awards, as determined under ASC 718, on the grant date:

  22. Transition Period Executive Compensation Program in Detail

    | Name | Target # of Shares Underlying Performance-Based Restricted Stock Units | Grant Date Fair Value | | C. Hunter Westbrook | 6,697 | $178,006 | | Tony J. VunCannon | 1,786 | 47,472 | | Kristin Y. Powell | 2,206 | 58,635 | | John F. Sprink, II | 2,206 | 58,635 | | Megan Pelletier | 1,636 | 43,485 |

  23. Transition Period Executive Compensation Program in Detail

    On February 11, 2024, Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier were also awarded shares of restricted stock with time-based vesting. These awards are scheduled to vest in five equal annual installments commencing on the first anniversary of the grant date. The following table shows the number of shares awarded and the fair value of such awards, as determined under ASC 718, on the grant date:

  24. Transition Period Executive Compensation Program in Detail

    | Name | # of Shares of Time-Based Restricted Stock | Grant Date Fair Value | | C. Hunter Westbrook | 4,465 | $118,680 | | Tony J. VunCannon | 1,790 | 47,578 | | Kristin Y. Powell | 2,210 | 58,742 | | John F. Sprink, II | 2,210 | 58,742 | | Megan Pelletier | 1,640 | 43,591 |

  25. Other Compensation Practices, Policies and Guidelines

    Other Compensation Practices, Policies and Guidelines Stock Ownership Guidelines. Effective September 1, 2017, we adopted stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. The minimum levels of common stock ownership under the guidelines are as follows: Chief Executive Officer – three times base salary; other executive officers – one times base salary; and non-employee directors – five times annual Board retainer. Shares qualifying for purposes of the guidelines include shares owned directly, shares owned indirectly in which the director or executive officer has a pecuniary interest, vested and unvested shares of time-based restricted stock, and shares underlying vested and unvested time-based restricted stock units. Unearned performance shares awarded to executive officers and unexercised stock options that are vested and in-the-money do not qualify for purposes of the guidelines. Our directors and executive officers are required to satisfy their minimum levels of ownership by the end of the five-year period commencing on the next January 1st following their appointment or election as a director or hiring or designation as an executive officer. Progress toward, and compliance with, the minimum levels of ownership is assessed following the end of each fiscal year, with the value of stock holdings based on the closing price of our common stock on the last trading day of the applicable fiscal year (referred to as the “determination date”). If an individual does not meet the guidelines as of the applicable determination date, then until he or she meets the guidelines, he or she must retain 50 percent of his or her vested full value shares of common stock acquired as equity compensation after the determination date and is prohibited from selling shares acquired after the determination date upon exercise of stock options, other than shares sold for the purpose of paying the option exercise price and covering any tax obligation. As of December 31, 2023, all directors and executive officers either satisfied or were progressing toward their minimum levels of ownership, as applicable. Violations of the guidelines by executive officers may result in adjustments to incentive-based compensation, including a requirement to receive incentive compensation in the form of Company common stock or the loss of future equity grants. The Company’s Board of Directors has the discretion to enforce the guidelines on a case-by-case basis, including the development of alternative guidelines to avoid the imposition of a severe hardship upon an individual director or executive officer. Anti-Hedging and Pledging Policy. Our executive officers and directors are subject to a policy that specifically prohibits: 1) directly or indirectly engaging in hedging or monetization transactions, through transactions in the Company’s securities or through the use of financial instruments designed for such purpose; 2) engaging in short sale transactions in the Company’s securities; and 3) pledging the Company’s securities as collateral for a loan, including through the use of traditional margin accounts with a broker. Deferred Compensation Plan. Under HomeTrust Bank’s Deferred Compensation Plan, directors and a select group of employees can elect to defer a portion of their cash compensation. Messrs. VunCannon and Stonestreet are the only NEOs who currently participate in this plan. See “—Deferred Compensation Plan.” Executive Medical Care Plan. HomeTrust Bank maintains an Executive Medical Care Plan (the “EMCP”), which is a nonqualified, deferred compensation plan under which certain key employees are given the opportunity to contribute toward, and to receive employer contributions toward, certain health and long-term care benefits, including the payment of health and long-term care plan premiums and the reimbursement of medical expenses. Messrs. VunCannon and Stonestreet are the only NEOs who currently participate in the EMCP. For additional information regarding the EMCP and the EMCP benefits of each of the participating NEOs, see “—Executive Medical Care Plan.” Executive Supplemental Retirement Income Plan (SERP). Under HomeTrust Bank’s SERP, a participating executive is entitled to receive an annual supplemental retirement income benefit as specified in his or her joinder agreement to the SERP master agreement, payable monthly, commencing on his or her benefit eligibility date or on the date specified in his or her joinder agreement. Unless a different date is specified in the executive’s joinder agreement, the benefit eligibility date is the first day of the month next following the later of the month in which the executive attains age 55 or separates from service with the Bank (subject to a six-month delay for employees subject to Section 409A of the Internal Revenue Code to the extent necessary to comply with Section 409A) for any reason other than cause. Messrs. VunCannon and Stonestreet are the only NEOs who currently participate in the SERP. Both the SERP and the Director Emeritus Plan were established by HomeTrust Bank when it was a mutual institution to compensate senior executives and directors for their service to HomeTrust Bank in recognition of the fact that equity incentive plans are not available to mutual institutions. The Company has fully accrued for the expense associated with the present values of the accumulated benefits under the SERP and the Director Emeritus Plan. For additional information regarding the SERP and the specific terms of the SERP benefits of each of the participating NEOs, see “—Executive Supplemental Retirement Income Plan.” KSOP. Effective July 1, 2015, the HomeTrust Bank 401(k) plan and the employee stock ownership plan (the “ESOP”) were combined to form the HomeTrust Bank KSOP (the “KSOP”). Participation in the 401(k) component of the KSOP is available to all of our employees who meet minimum eligibility requirements. This plan allows our employees to save money for retirement in a tax-advantaged manner. During the six-month transition period ended December 31, 2023, we matched employee contributions, to the extent allowed under qualified plan limitations, fifty cents on the dollar up to 6% of compensation. Our contributions for the six-month transition period ended December 31, 2023 under the 401(k) component of this plan to the NEOs are reflected as compensation for that period in the Summary Compensation Table under the “All Other Compensation” column. The ESOP was established in connection with our mutual-to-stock conversion in 2012. The ESOP trust purchased shares of HomeTrust Bancshares common stock in the conversion using the proceeds of a loan from HomeTrust Bancshares. This borrowing is repaid over a period of 20 years using contributions from HomeTrust Bank to the trust fund. As each payment of principal and interest is made on the loan, a percentage of HomeTrust Bancshares common stock is allocated to eligible employees’ plan accounts, typically on an annual basis as of the end of the plan year. The ESOP component of the KSOP gives eligible employees an equity interest in HomeTrust Bancshares, thereby aligning their interests with the interests of our stockholders, and an additional retirement benefit in the form of HomeTrust Bancshares common stock. The allocations made for the plan years ended December 31, 2020, 2021, 2022 and 2023 under the ESOP component of the KSOP to the NEOs are reflected as compensation for the fiscal years ended June 30, 2021, 2022 and 2023 and the six-month transition period ended December 31, 2023, respectively, in the Summary Compensation Table under the “All Other Compensation” column.

  26. Other Compensation Practices, Policies and Guidelines

    Other Employee Benefits. Other benefits, in which all employees generally may participate, include the following: medical and dental insurance coverage, vision care coverage, group life insurance coverage and long- and short-term disability insurance coverage. HomeTrust Bank reimburses employees with salaries in excess of $100,000 for the premium paid for long-term disability insurance. Perquisites and Other Personal Benefits. Other than providing Mr. Westbrook with an automobile allowance, reimbursing Mr. Sprink for country club dues and providing Mr. Stonestreet with a company automobile (ownership of which was transferred to Mr. Stonestreet upon his retirement), we did not provide the NEOs with any perquisites or other personal benefits during the six-month transition period ended December 31, 2023. Employment and Change in Control Severance Agreements. The Company is a party to amended and restated employment agreements with Messrs. Westbrook and VunCannon and change in control severance agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier. These agreements are intended to be closely aligned with market-based terms and best practices in the executive compensation area. They require a “double trigger” in order for any payments or benefits to be provided to the executive in connection with or following a change in control — in other words, both a change in control and an involuntary termination of employment (which includes a voluntary termination by the executive following a material reduction in his duties, responsibilities or benefits) must occur. The purpose of providing the change in control payments is to attract and retain top level executives of the highest caliber and mitigate the risk to these executives that their employment will be involuntarily terminated in the event we are acquired. At the same time, a change in control, by itself, will not automatically trigger a payout, as our intention is to induce the executive to remain employed following a change in control so long as the acquiror so desires without a material reduction in the executive’s duties, responsibilities or benefits. The Company is also a party to an amended and restated employment and transition agreement with Mr. Stonestreet, pursuant to which, upon his retirement, he became entitled to a separation payment (payable in monthly installments through August 2024) of $920,060 and the continued payment by the Company through August 31, 2024 of Medicare premiums and other insurance benefits for him and his spouse. For additional information, see “Employment Agreements with Messrs. Westbrook and VunCannon,” “Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier” and “Employment and Transition Agreement with Mr. Stonestreet.”

  27. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation paid to or earned by the NEOs for the six-month transition period ended December 31, 2023 (referred to in the column headings in the tables below as “TP” or “Transition Period”) and the fiscal years ended June 30, 2023, 2022 and 2021 (referred to in the column headings in the tables below as “FY 2023,” “FY 2022” and “FY 2021,” respectively):

  28. Summary Compensation Table

    | Name and Principal Position | Period | Salary ($) | Bonus ($) | Stock Awards ($)(5) | Option Awards ($)(6) | Non- Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total Compensation ($) | | C. Hunter Westbrook, | TP | $286,538 | $--- | $--- | $--- | $174,802 | $--- | $17,385 | $478,725 | | President and Chief Executive | FY 2023 | 529,615 | --- | 288,939 | --- | 398,129 | --- | 27,013 | 1,243,696 | | Officer of the Company | FY 2022 | 440,385 | --- | 112,265 | 86,770 | 210,965 | --- | 26,671 | 877,056 | | and the Bank(1) | FY 2021 | 394,029 | --- | 97,112 | --- | 172,000 | --- | 25,470 | 688,611 | | Tony J. VunCannon, | TP | 149,454 | --- | --- | --- | 55,937 | 11,322 | 16,761 | 233,474 | | Executive Vice President, | FY 2023 | 278,628 | --- | 88,581 | --- | 121,971 | 1,434 | 22,791 | 513,405 | | Chief Financial Officer, | FY 2022 | 270,860 | --- | 47,621 | --- | 80,699 | 25,020 | 23,721 | 447,921 | | Corporate Secretary and | FY 2021 | 263,889 | --- | 50,241 | --- | 78,803 | 13,237 | 20,991 | 427,161 | | Treasurer of the Company and | | | | | | | | | | | the Bank | | | | | | | | | | | Kristin Y. Powell, | TP | 145,131 | --- | --- | --- | 76,615 | --- | 15,963 | 237,709 | | Executive Vice President and | FY 2023 | 284,231 | --- | 119,847 | --- | 136,543 | --- | 20,593 | 561,214 | | Consumer and Business Banking | FY 2022 | 262,308 | --- | 78,375 | 21,693 | 85,000 | --- | 21,055 | 468,431 | | Group Executive of the | | | | | | | | | | | Company and the Bank(2) | | | | | | | | | | | John F. Sprink, II, | TP | 145,131 | --- | --- | --- | 68,490 | --- | 18,645 | 232,266 | | Executive Vice President and | FY 2023 | 248,788 | 30,000 | 38,293 | --- | 155,072 | --- | 18,541 | 490,694 | | Commercial Banking Group | | | | | | | | | | | Executive of the Company and | | | | | | | | | | | the Bank(3) | | | | | | | | | | | Megan Pelletier | TP | 141,174 | --- | --- | --- | 51,217 | --- | 17,183 | 209,574 | | Executive Vice President and | | | | | | | | | | | Chief Operations and People | | | | | | | | | | | Officer of the Company and the | | | | | | | | | | | Bank(4) | | | | | | | | | | | Dana L. Stonestreet, | TP | 171,231 | --- | --- | --- | --- | 30,612 | 973,833 | 1,175,676 | | Former Chairman of the | FY 2023 | 449,130 | --- | --- | --- | 334,428 | 23,780 | 30,839 | 838,177 | | Company and the Bank(1) | FY 2022 | 558,485 | --- | 154,461 | --- | 316,344 | 32,014 | 25,712 | 1,087,016 | | | FY 2021 | 542,207 | --- | 162,182 | --- | 315,604 | 135,539 | 23,512 | 1,179,044 |

  29. Summary Compensation Table

    | (1) Prior to September 1, 2022, Mr. Stonestreet was Chairman and Chief Executive Officer of the Company and Chairman of the Bank, and Mr. Westbrook was President and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank. Prior to September 1, 2021, Mr. Stonestreet was Chairman, President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of the Bank, and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and President and Chief Operating Officer of the Bank. Prior to October 28, 2020, Mr. Stonestreet was also President of the Bank and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and the Bank. Mr. Stonestreet retired as Executive Chairman of the Company and the Bank on November 13, 2023. | | (2) No compensation information is provided for Ms. Powell for the fiscal year ended June 30, 2021 because she was not an NEO for that period. | | (3) No compensation information is provided for Mr. Sprink for the fiscal years ended June 30, 2022 and 2021 because he was not an NEO for those periods. The $30,000 amount for Mr. Sprink for the fiscal year ended June 30, 2023 under the “Bonus” column represents a stipend he received, of $5,000 per month, while serving as Interim Commercial Banking Group Executive from October 31, 2022 to April 30, 2023, for the additional work and responsibilities required by this role. |

  30. Summary Compensation Table

    | (4) No compensation information is provided for Ms. Pelletier for the fiscal years ended June 30, 2023, 2022 and 2021 because she was not an NEO for those periods. | | (5) Represents the grant date fair values under Accounting Standards Codification Topic No. 718, Compensation-Stock Compensation (“ASC Topic 718”) of stock awards. The assumptions used in the calculations of the grant date fair value amounts are included in Note 15 of the Notes to Consolidated Financial Statements contained in the Company’s Transition Report on Form 10-KT for the transition period from July 1, 2023 to December 31, 2023 filed with the SEC. | | (6) Represents the grant date fair values under ASC Topic 718, as estimated by using the Black-Scholes pricing model, of awards of options to purchase shares of the Company’s common stock. The assumptions used in the calculations of the grant date fair value amounts are included in Note 15 of the Notes to Consolidated Financial Statements contained in the Company’s Transition Report on Form 10-KT for the transition period from July 1, 2023 to December 31, 2023 filed with the SEC. | | (7) Amounts under this column for the six-month transition period ended December 31, 2023 present the aggregate of (i) the change in the actuarial present value of the NEO’s accumulated benefit under the SERP from June 30, 2023 to December 31, 2023, (ii) above-market interest on amounts deferred under the Deferred Compensation Plan and (iii) above-market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $10,689; (ii) $633; and (iii) $0; Ms. Powell – (i) $0; (ii) $0; and (iii) $0; Mr. Sprink – (i) $0; (ii) $0; and (iii) $0; Ms. Pelletier – (i) $0; (ii) $0; and (iii) $0; and Mr. Stonestreet – (i) $26,498; (ii) $4,114; and (iii) $0. Amounts under this column for the fiscal year ended June 30, 2023 present the aggregate of (i) the change in the actuarial present value of the NEO’s accumulated benefit under the SERP from June 30, 2022 to June 30, 2023, (ii) above-market interest on amounts deferred under the Deferred Compensation Plan and (iii) above-market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $0; (ii) $1,434; and (iii) $0; Ms. Powell – (i) $0; (ii) $0; and (iii) $0; Mr. Sprink – (i) $0; (ii) $0; and (iii) $0; and Mr. Stonestreet – (i) $14,455; (ii) $9,325; and (iii) $0. Amounts under this column for the fiscal year ended June 30, 2022 present the aggregate of (i) the change in the actuarial present value of the NEO’s accumulated benefit under the SERP from June 30, 2021 to June 30, 2022, (ii) above-market interest on amounts deferred under the Deferred Compensation Plan and (iii) above-market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $22,213; (ii) $2,807; and (iii) $0; Ms. Powell – (i) $0; (ii) $0; and (iii) $0; and Mr. Stonestreet – (i) $13,766; (ii) $18,248; and (iii) $0. Amounts under this column for the fiscal year ended June 30, 2021 present the aggregate of (i) the change in the actuarial present value of the NEO’s accumulated benefit under the SERP from June 30, 2020 to June 30, 2021, (ii) above-market interest on amounts deferred under the Deferred Compensation Plan and (iii) above-market interest on amounts deferred under the EMCP, respectively, as follows: Mr. Westbrook – (i) $0; (ii) $0; and (iii) $0; Mr. VunCannon – (i) $0; (ii) $5,787; and (iii) $7,450; and Mr. Stonestreet – (i) $76,343; (ii) $37,621; and (iii) $21,575. | | (8) For Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink, Ms. Pelletier and Mr. Stonestreet, amounts under this column for the six-month transition period ended December 31, 2023 consist of the following: Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $591; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $414; employer contributions under HomeTrust Bank’s 401(k) plan of $5,521; value as of December 31, 2023 of ESOP allocation of $9,533; and dividends on unvested shares of restricted stock of $1,326; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $411; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $414; employer contributions under HomeTrust Bank’s 401(k) plan of $5,688; value as of December 31, 2023 of ESOP allocation of $9,533; and dividends on unvested shares of restricted stock of $715; Ms. Powell –life insurance premiums paid by HomeTrust Bank of $405; reimbursement for long-term disability insurance premium paid by Ms. Powell of $414; employer contributions under HomeTrust Bank’s 401(k) plan of $4,354; value as of December 31, 2023 of ESOP allocation of $9,533; and dividends on unvested shares of restricted stock of $1,257; Mr. Sprink –life insurance premiums paid by HomeTrust Bank of $405; reimbursement for long-term disability insurance premium paid by Mr. Sprink of $414; employer contributions under HomeTrust Bank’s 401(k) plan of $7,580; value as of December 31, 2023 of ESOP allocation of $9,533; and dividends on unvested shares of restricted stock of $713; Ms. Pelletier –life insurance premiums paid by HomeTrust Bank of $405; reimbursement for long-term disability insurance premium paid by Ms. Pelletier of $414; employer contributions under HomeTrust Bank’s 401(k) plan of $6,197; value as of December 31, 2023 of ESOP allocation of $9,533; and dividends on unvested shares of restricted stock of $634; and Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $505; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $350; employer contributions under HomeTrust Bank’s 401(k) plan of $3,591; value as of December 31, 2023 of ESOP allocation of $9,533; dividends on unvested shares of restricted stock of $0; the separation payment to which Mr. Stonestreet became entitled under his employment and transition agreement upon his retirement of $920,060; the estimated aggregate amount of the Medicare premiums and other insurance benefits payable by the Company through August 31, 2024 on behalf of Mr. Stonestreet and his spouse pursuant to his employment and transition agreement of $14,109; and the estimated market value of the Company vehicle to which ownership was transferred to Mr. Stonestreet upon his retirement of $25,685. For Messrs. Westbrook and VunCannon, Ms. Powell and Messrs. Sprink and Stonestreet, amounts under this column for the fiscal year ended June 30, 2023 consist of the following: Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,104; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $10,152; value as of December 31, 2022 of ESOP allocation of $8,663; dividends on unvested shares of restricted stock of $3,089; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2023 of $3,177; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $828; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $9,594; value as of December 31, 2022 of ESOP allocation of $8,663; dividends on unvested shares of restricted stock of $1,234; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2023 of $1,644; Ms. Powell –life insurance premiums paid by HomeTrust Bank of $690; reimbursement for long-term disability insurance premium paid by Ms. Powell of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $8,527; value as of December 31, 2022 of ESOP allocation of $8,663; and dividends on unvested shares of restricted stock of $1,885; Mr. Sprink –life insurance premiums paid by HomeTrust Bank of $690; reimbursement for long-term disability insurance premium paid by Mr. Sprink of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $7,464; value as of December 31, 2022 of ESOP allocation of $8,329; and dividends on unvested shares of restricted stock of $1,230; and Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,242; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $828; employer contributions under HomeTrust Bank’s 401(k) plan of $8,580; value as of December 31, 2022 of ESOP allocation of $8,663; dividends on unvested shares of restricted stock of $912; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2023 of $10,614. |

  31. Summary Compensation Table

    | For Messrs. Westbrook and VunCannon, Ms. Powell and Mr. Stonestreet, amounts under this column for the fiscal year ended June 30, 2022 consist of the following: Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,104; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $897; employer contributions under HomeTrust Bank’s 401(k) plan of $9,776; value as of December 31, 2021 of ESOP allocation of $10,017; dividends on unvested shares of restricted stock of $4,007; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2022 of $870; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $828; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $897; employer contributions under HomeTrust Bank’s 401(k) plan of $10,457; value as of December 31, 2021 of ESOP allocation of $10,017; dividends on unvested shares of restricted stock of $1,054; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2022 of $468; Ms. Powell –life insurance premiums paid by HomeTrust Bank of $690; reimbursement for long-term disability insurance premium paid by Ms. Powell of $897; employer contributions under HomeTrust Bank’s 401(k) plan of $7,869; value as of December 31, 2021 of ESOP allocation of $10,017; and dividends on unvested shares of restricted stock of $1,582; and Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,242; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $897; employer contributions under HomeTrust Bank’s 401(k) plan of $8,250; value as of December 31, 2021 of ESOP allocation of $10,017; dividends on unvested shares of restricted stock of $2,496; and dividend equivalents on performance-based restricted stock units that vested during the fiscal year ended June 30, 2022 of $2,810. | | For Messrs. Westbrook, VunCannon and Stonestreet, amounts under this column for the fiscal year ended June 30, 2021 consist of the following: Mr. Westbrook –life insurance premiums paid by HomeTrust Bank of $1,188; reimbursement for long-term disability insurance premium paid by Mr. Westbrook of $823; employer contributions under HomeTrust Bank’s 401(k) plan of $9,776; value as of December 31, 2020 of ESOP allocation of $9,076; and dividends on unvested shares of restricted stock of $4,607; Mr. VunCannon –life insurance premiums paid by HomeTrust Bank of $891; reimbursement for long-term disability insurance premium paid by Mr. VunCannon of $823; employer contributions under HomeTrust Bank’s 401(k) plan of $9,285; value as of December 31, 2020 of ESOP allocation of $9,076; and dividends on unvested shares of restricted stock of $916; and Mr. Stonestreet –life insurance premiums paid by HomeTrust Bank of $1,337; reimbursement for long-term disability insurance premium paid by Mr. Stonestreet of $823; employer contributions under HomeTrust Bank’s 401(k) plan of $8,580; value as of December 31, 2020 of ESOP allocation of $9,076; and dividends on unvested shares of restricted stock of $3,696. |

  32. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding non-equity incentive award opportunities that were effective for the six-month transition period ended December 31, 2023 with respect to each NEO. No equity-based awards were granted during that period to the NEOs.

  33. Grants of Plan-Based Awards

    | | | | | | Estimated Future | | | All Other | All Other | | | | | Estimated Possible Payouts | | | | Payouts | | | Stock | Option | | Grant Date | | | Under Non-Equity | | | | Under Equity | | | Awards: | Awards: | Exercise | Fair Value | | | Incentive Plan Awards | | | | Incentive Plan Awards | | | # of Shares | # of Securities | Price of | of Stock | | | | | | | | | | of Stock or | Underlying | Option | and | | | Threshold | Target | Maximum | Grant | Threshold | Target | Maximum | Units | Options | Awards | Option | | Name | ($)(1) | ($)(1) | ($)(1) | Date | (#) | (#) | (#) | (#) | (#) | ($/Sh) | Awards | | C. Hunter Westbrook | $75,000 | $150,000 | $225,000 | --- | --- | --- | --- | --- | --- | $--- | $--- | | Tony J. VunCannon | 24,000 | 48,000 | 72,000 | --- | --- | --- | --- | --- | --- | --- | --- | | Kristin Y. Powell | 29,640 | 59,280 | 88,920 | --- | --- | --- | --- | --- | --- | --- | --- | | John F. Sprink, II | 29,640 | 59,280 | 88,920 | --- | --- | --- | --- | --- | --- | --- | --- | | Megan Pelletier | 21,975 | 43,950 | 65,925 | --- | --- | --- | --- | --- | --- | --- | --- | | Dana L. Stonestreet | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

  34. Grants of Plan-Based Awards

    | (1) For Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier, represents the threshold (i.e., lowest), target and maximum amounts that were potentially payable for the six-month transition period ended December 31, 2023 under the Company’s Senior Leadership Incentive Plan. The actual amounts earned under these awards for that period are reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. Mr. Stonestreet, who retired as Executive Chairman on November 13, 2023, did not participate in the Senior Leadership Incentive Plan during the six-month transition period ended December 31, 2023. For additional information regarding the Senior Leadership Incentive Plan, see “Compensation Discussion and Analysis – Transition Period Executive Compensation Program in Detail – Annual Incentives.” |

  35. Grants of Plan-Based Awards

    Employment Agreements with Messrs. Westbrook and VunCannon, Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier, and Employment and Transition Agreement with Mr. Stonestreet Employment Agreements with Messrs. Westbrook and VunCannon. Effective September 11, 2018, the Company entered into amended and restated employment agreements with Messrs. Westbrook and VunCannon. The employment agreement with Mr. Westbrook provides for an initial term that ended on September 11, 2021, and the employment agreement with Mr. VunCannon provides for an initial term that ended on September 11, 2020. The term of each agreement extends by one year on September 11th of each year (beginning September 11, 2019), provided that the Company has not given written notice to the contrary to the executive within a specified period before such date and the executive has not received an unsatisfactory performance review by the Board of Directors of the Company or the Bank. In conjunction with his promotion to Chief Executive Officer of the Company, Mr. Westbrook’s employment agreement was amended to increase his base salary to $550,000, effective September 1, 2022. Mr. VunCannon’s employment agreement provides for a minimum annual base salary of not less than his base salary as in effect on the effective date of the agreement. Each employment agreement entitles the executive to participate in an equitable manner with all other executive officers of the Company and the Bank in such performance-based and discretionary bonuses, if any, as are authorized by the Boards of Directors of the Company and the Bank, and to participate in, to the same extent as executive officers of the Company and the Bank generally, all retirement and other employee benefits and any fringe benefits, and such other benefits as the Board of Directors may provide in its discretion. Each employment agreement provides that if the executive is involuntarily terminated, other than at the time of or within 12 months following a change in control of the Company or the Bank, he will receive (i) monthly payments of one-twelfth of his cash compensation for the remaining term of the agreement, (ii) continuation of specified health insurance benefits for the executive and his dependents until the expiration of the remaining term of the agreement, and (iii) continuation of specified other insurance benefits until the expiration of the remaining term of the agreement. Each employment agreement further provides that if the executive is involuntarily terminated at the time of or within 12 months following a change in control of the Company or the Bank, then in lieu of the benefits described in the immediately preceding sentence, the executive will receive (i) a lump sum cash amount equal to three times his cash compensation, (ii) continuation of specified health insurance benefits for the executive and his dependents until the three-year anniversary of the date of termination, and (iii) continuation of specified other insurance benefits until the three-year anniversary of the date of termination. In addition, each employment agreement provides that the executive will either receive the full amount of these change in control severance payments or be cut back to the extent such payments would, or together with other payments would, be nondeductible under Section 280G of the Internal Revenue Code, whichever results in a greater after-tax benefit with the executive paying any applicable excise tax. Each employment agreement provides that if the executive dies while employed under the agreement, his estate or designated beneficiary will be entitled to receive: (i) a lump sum equal to the executive’s cash compensation through the last day of calendar month in which his death occurred, plus the greater of (A) an additional three months of the executive’s cash compensation or (B) if the executive died within six months prior to or 12 months following a change in control of the Company or the Bank, a lump sum cash amount equal to three times the executive’s cash compensation; and (ii) the amounts of any benefits or awards which were earned with respect to the fiscal year in which the executive died and which the executive would have been entitled to receive had he remained employed, and the prorated amount of any bonus or incentive compensation for such fiscal year to which the executive would have been entitled had he remained employed. Each employment agreement also provides that if the Company terminates the executive’s employment after having established that the executive has incurred a disability, then after exhaustion of all paid time off days allocated for the calendar year, the Company will pay to the executive monthly one-twelfth of his cash compensation for the remaining term of the agreement, reduced by the proceeds of any disability plan then in effect. If the executive’s employment is terminated on account of disability during the one year commencing on the effective date of a change in control of the Company or the Bank, he will receive his change in control severance payment and benefits as provided under his employment agreement. Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier. The Company has entered into change in control severance agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier. Ms. Powell’s agreement provides for an initial term that ended on September 11, 2023, Mr. Sprink’s agreement provides for an initial term that ends on September 11, 2024 and Ms. Pelletier’s agreement provides for an initial term that ended on September 11, 2023. The term of each agreement extends by one year on September 11th of each year (beginning September 11, 2022, in the case of Ms. Powell’s agreement and Ms. Pelletier’s agreement, and beginning September 11, 2023, in the case of Mr. Sprink’s agreement), provided that the Company has not given written notice to the contrary to the executive within a specified period before such date and the executive has not received an unsatisfactory performance review. Each agreement provides that if the executive is involuntarily terminated at the time of or within 12 months following a change in control of the Company or the Bank, the executive will receive (i) a lump sum cash amount equal to two times the executive’s cash compensation and (ii) specified health insurance benefits for the executive and his or her dependents. Each agreement further provides that these change in control severance payments are subject to reduction to the extent payments to the executive (whether under the agreement or otherwise) would be nondeductible under Section 280G of the Internal Revenue Code. Employment and Transition Agreement with Mr. Stonestreet. On May 23, 2022, the Company entered into an amended and restated employment and transition agreement with Mr. Stonestreet (the “Transition Agreement”). The Transition Agreement provided for (i) the transition of Mr. Stonestreet to Executive Chairman of the Company and the Bank, which occurred effective September 1, 2022: (ii) the voluntary relinquishment of Mr. Stonestreet’s title as Chief Executive Officer of the Company, which occurred effective September 1, 2022, as part of his transition toward retirement; (iii) a decrease in Mr. Stonestreet’s salary to $420,000, which occurred effective September 1, 2022, to reflect his reduced responsibilities; (iv) the retirement of Mr. Stonestreet as Executive Chairman and a director of the Company and the Bank effective as of the date of the Company’s 2023 annual meeting of stockholders (i.e., November 13, 2023) (the “Separation Date”); and (v) the appointment of Mr. Stonestreet as a director emeritus of the Company effective immediately following the Separation Date.

  36. Grants of Plan-Based Awards

    Pursuant to the Transition Agreement, because Mr. Stonestreet remained employed as Executive Chairman of both the Company and the Bank until the Separation Date, he became entitled to a separation payment (the “Separation Payment”) equal to (a) the amount of cash compensation (as defined below) that would have been paid to him pursuant to the Transition Agreement as if he had experienced an involuntary termination (as defined below) on September 1, 2022, minus (b) the sum of the salary and any cash bonus paid to him after August 31, 2022, including any amounts deferred by him and excluding any bonus for services performed during the fiscal year ended June 30, 2022, with the Separation Payment payable in monthly installments through August 2024. The aggregate amount of the Separation Payment will be $920,060. In addition to the Separation Payment, because Mr. Stonestreet remained employed as Executive Chairman of both the Company and the Bank until his Separation Date, Mr. Stonestreet and his wife will have their Medicare premiums, as well as other insurance benefits (“Health and Other Insurance Benefits”), paid by the Company or the Bank through August 31, 2024. It is estimated that the aggregate amount of these premiums will be approximately $14,109. Under the Transition Agreement, had Mr. Stonestreet been involuntarily terminated prior to the Separation Date, other than at the time of or within 12 months following a change in control of the Company or the Bank, he would have been entitled to receive, through August 31, 2024: (i) monthly payments of one-twelfth of the greater of his cash compensation or the Separation Payment, and (ii) continuation of the Health and Other Insurance Benefits. Had Mr. Stonestreet been involuntarily terminated prior to the Separation Date at the time of or within 12 months following a change in control of the Company or the Bank, then in lieu of the benefits described in the immediately preceding sentence, Mr. Stonestreet would have been entitled to receive (i) a lump sum cash amount equal to three times his cash compensation, and (ii) continuation of the Health and Other Insurance Benefits until the three-year anniversary of the date of termination. Per the Transition Agreement, Mr. Stonestreet would either have received the full amount of these change in control severance payments or be cut back to the extent such payments would, or together with other payments would, be nondeductible under Section 280G of the Internal Revenue Code, whichever resulted in a greater after-tax benefit with Mr. Stonestreet paying any applicable excise tax. For purposes of the employment agreements with Messrs. Westbrook and VunCannon, the change in control severance agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier and the Transition Agreement with Mr. Stonestreet, the term “involuntary termination” includes a material diminution in the executive’s duties, responsibilities or benefits, and the term “cash compensation” is defined as the highest annual base salary rate paid to the executive at any time during his or her employment by the Company plus the higher of (i) the executive’s annual bonus paid during the year immediately preceding the date of termination or (ii) the executive’s target bonus for the year in which the date of termination occurs, in each case including any salary or bonus amounts deferred by the executive. The Company’s obligation to pay severance or provide benefits under these agreements is expressly conditioned upon the executive executing (and not revoking) a general release of claims.

  37. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023 The following table provides information regarding the unexercised stock options and stock awards held by each of the NEOs as of December 31, 2023.

  38. Outstanding Equity Awards at December 31, 2023

    | | Option Awards | | | | | Stock Awards | | | | | Name | # of Securities Underlying Unexercised Options Exercisable | # of Securities Underlying Unexercised Options Unexercisable | Equity Incentive Plan Awards: # of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | # of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: # of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | C. Hunter | 20,000(1) | --- | --- | $24.95 | 02/11/2027 | --- | $--- | --- | $--- | | Westbrook | 40,000(1) | --- | --- | 26.00 | 02/11/2028 | --- | --- | --- | --- | | | 2,000(9) | 8,000(9) | --- | 31.35 | 02/11/2032 | --- | --- | --- | --- | | | --- | --- | --- | --- | --- | 325(4) | 8,749 | --- | --- | | | --- | --- | --- | --- | --- | 650(5) | 17,498 | --- | --- | | | --- | --- | --- | --- | --- | --- | --- | 1,790(2) | 48,187 | | | --- | --- | --- | --- | --- | --- | --- | 7,891(3) | 212,426 | | | --- | --- | --- | --- | --- | 1,271(6) | 34,215 | --- | --- | | | --- | --- | --- | --- | --- | 1,433(7) | 38,576 | --- | --- | | | --- | --- | --- | --- | --- | 2,635(8) | 70,934 | --- | --- | | Tony J. | 25,000(1) | --- | --- | 26.00 | 02/11/2028 | --- | --- | --- | --- | | VunCannon | --- | --- | --- | --- | --- | 175(4) | 4,711 | --- | --- | | | --- | --- | --- | --- | --- | 350(5) | 9,422 | --- | --- | | | --- | --- | --- | --- | --- | --- | --- | 759(2) | 20,432 | | | --- | --- | --- | --- | --- | --- | --- | 1,612(3) | 43,395 | | | --- | --- | --- | --- | --- | 658(6) | 17,713 | --- | --- | | | --- | --- | --- | --- | --- | 608(7) | 16,367 | --- | --- | | | --- | --- | --- | --- | --- | 1,615(8) | 43,476 | --- | --- | | Kristin Y. | 2,000(12) | --- | --- | 17.35 | 02/11/2026 | --- | --- | --- | --- | | Powell | 1,000(13) | --- | --- | 24.95 | 02/11/2027 | --- | --- | --- | --- | | | 5,000(1) | --- | --- | 26.00 | 02/11/2028 | --- | --- | --- | --- | | | 800(11) | 1,200(11) | --- | 22.92 | 02/11/2031 | --- | --- | --- | --- | | | 500(9) | 2,000(9) | --- | 31.35 | 02/11/2032 | --- | --- | --- | --- | | | --- | --- | --- | --- | --- | --- | --- | 2,181(3) | 58,713 | | | --- | --- | --- | --- | --- | 200(4) | 5,384 | --- | --- | | | --- | --- | --- | --- | --- | 400(5) | 10,768 | --- | --- | | | --- | --- | --- | --- | --- | 1,200(6) | 32,304 | --- | --- | | | --- | --- | --- | --- | --- | 2,000(7) | 53,840 | --- | --- | | | --- | --- | --- | --- | --- | 2,185(8) | 58,820 | --- | --- | | John F. | 2,000(12) | --- | --- | 17.35 | 02/11/2026 | --- | --- | --- | --- | | Sprink, II | 5,000(1) | --- | --- | 26.00 | 02/11/2028 | --- | --- | --- | --- | | | 1,200(14) | 800(14) | --- | 27.11 | 02/11/2030 | --- | --- | --- | --- | | | 800(11) | 1,200(11) | --- | 22.92 | 02/11/2031 | --- | --- | --- | --- | | | 400(9) | 1,600(9) | --- | 31.35 | 02/11/2032 | --- | --- | --- | --- | | | --- | --- | --- | --- | --- | 200(4) | 5,384 | --- | --- | | | --- | --- | --- | --- | --- | 400(5) | 10,768 | --- | --- | | | --- | --- | --- | --- | --- | 600(6) | 16,152 | --- | --- | | | --- | --- | --- | --- | --- | 800(7) | 21,536 | --- | --- | | | --- | --- | --- | --- | --- | 1,395(8) | 37,553 | --- | --- | | Megan | 1,000(9) | 4,000(9) | --- | 27.04 | 05/02/2032 | --- | --- | --- | --- | | Pelletier | --- | --- | --- | --- | --- | --- | --- | 1,417(3) | 38,146 | | | --- | --- | --- | --- | --- | 1,600(7) | 43,072 | --- | --- | | | --- | --- | --- | --- | --- | 1,420(8) | 38,226 | --- | --- | | Dana L. | 130,500(1) | --- | --- | 26.00 | 02/11/2028 | --- | --- | --- | --- | | Stonestreet | --- | --- | --- | --- | --- | --- | --- | 4,927(2) | 132,635 |

  39. Outstanding Equity Awards at December 31, 2023

    | (1) Stock option award with the following vesting schedule: 20% increments on February 11, 2019, 2020, 2021, 2022 and 2023. |

  40. Outstanding Equity Awards at December 31, 2023

    | (2) Reflects number of shares issuable under performance-based restricted stock units based on target level of performance. Performance is measured over a three-year period ending June 30, 2024. |

  41. Outstanding Equity Awards at December 31, 2023

    | (3) Reflects number of shares issuable under performance-based restricted stock units based on target level of performance. Performance is measured over a three-year period ending June 30, 2025. |

  42. Outstanding Equity Awards at December 31, 2023

    | (4) Restricted stock award with the following vesting schedule: 20% increments on February 11, 2020, 2021, 2022, 2023 and 2024. |

  43. Outstanding Equity Awards at December 31, 2023

    | (5) Restricted stock award with the following vesting schedule: 20% increments on February 11, 2021, 2022, 2023, 2024 and 2025. |

  44. Outstanding Equity Awards at December 31, 2023

    | (6) Restricted stock award with the following vesting schedule: 20% increments on February 11, 2022, 2023, 2024, 2025 and 2026. |

  45. Outstanding Equity Awards at December 31, 2023

    | (7) Restricted stock award with the following vesting schedule: 20% increments on February 11, 2023, 2024, 2025, 2026 and 2027. |

  46. Outstanding Equity Awards at December 31, 2023

    | (8) Restricted stock award with the following vesting schedule: 20% increments on February 11, 2024, 2025, 2026, 2027 and 2028. |

  47. Outstanding Equity Awards at December 31, 2023

    | (9) Stock option award with the following vesting schedule: 20% increments on February 11, 2023, 2024, 2025, 2026 and 2027. |

  48. Outstanding Equity Awards at December 31, 2023

    | (10) Stock option award with the following vesting schedule: 20% increments on February 11, 2021, 2022, 2023, 2024 and 2025. |

  49. Outstanding Equity Awards at December 31, 2023

    | (11) Stock option award with the following vesting schedule: 20% increments on February 11, 2022, 2023, 2024, 2025 and 2026. |

  50. Outstanding Equity Awards at December 31, 2023

    | (12) Stock option award with the following vesting schedule: 20% increments on February 11, 2017, 2018, 2019, 2020 and 2021. |

  51. Outstanding Equity Awards at December 31, 2023

    | (13) Stock option award with the following vesting schedule: 20% increments on February 11, 2018, 2019, 2020, 2021 and 2022. |

  52. Outstanding Equity Awards at December 31, 2023

    | (14) Stock option award with the following vesting schedule: 20% increments on February 11, 2021, 2022, 2023, 2024 and 2025. |

  53. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding stock options exercised and restricted stock units that vested during the six-month transition period ended December 31, 2023 with respect to each NEO.

  54. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | # of Shares Acquired on Exercise | Value Realized on Exercise ($)(1) | # of Shares Acquired on Vesting | Value Realized on Vesting ($)(2) | | C. Hunter Westbrook | --- | $--- | 3,177 | $73,579 | | Tony J. VunCannon | --- | --- | 1,644 | 38,075 | | Kristin Y. Powell | --- | --- | --- | --- | | John F. Sprink, II | --- | --- | --- | --- | | Megan Pelletier | --- | --- | --- | --- | | Dana L. Stonestreet | --- | --- | 10,614 | 245,820 |

  55. Option Exercises and Stock Vested

    | (1) Represents amount realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. | | (2) Represents the value realized upon vesting of restricted stock unit award, based on the market value of the shares on the vesting date. |

  56. Potential Payments upon Termination of Employment or Change in Control

    Potential Payments upon Termination of Employment or Change in Control Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier. The following tables summarize the approximate value of the termination payments and benefits that Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier would have received if their employment had been terminated on December 31, 2023 under the circumstances shown. The tables exclude (i) amounts accrued through December 31, 2023 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, and (ii) account balances under HomeTrust Bank’s KSOP, Deferred Compensation Plan, EMCP and SERP. Mr. VunCannon is fully vested in his account balances under the Deferred Compensation Plan, the EMCP and the SERP and the forms and amounts of his benefits under those plans would not be enhanced by a termination of employment with HomeTrust Bank or a change in control. Mr. Westbrook, Ms. Powell, Mr. Sprink and Ms. Pelletier do not participate in the Deferred Compensation Plan, the EMCP or the SERP. If Mr. VunCannon is terminated for cause, he will forfeit all benefits under the SERP and will generally forfeit the right to receive any further benefits under the EMCP that are not attributable to compensation he previously deferred. For information regarding the benefits of Mr. VunCannon under the Deferred Compensation Plan, the EMCP and the SERP, see “—Deferred Compensation Plan,” “—Executive Medical Care Plan” and “—Executive Supplemental Retirement Income Plan.”

  57. C. Hunter Westbrook

    | Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation | Payout of Unused Paid Time Off | Life Insurance Benefit | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units | Payment of 300% of Cash Compensation and Continuation of Health and Other Insurance Benefits | | If termination for cause occurs | $--- | $18,462(7) | $--- | $--- | $--- | | If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | --- | 18,462(7) | --- | --- | --- | | If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | 2,783,139(1) | 18,462(7) | --- | --- | --- | | If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | --- | 18,462(7) | --- | 430,612(2) | 2,783,139(3) | | If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | 225,000(4) | 18,462(7) | 800,000 | 430,612(2) | --- | | If termination occurs as a result of death within six months before, or 12 months after, a change in control | --- | 18,462(7) | 800,000 | 430,612(2) | 2,783,139(5) | | If termination occurs as a result of disability, not during the one-year period following a change in control | 2,141,538(6) | 18,462(7) | --- | 430,612(2) | --- | | If termination occurs as a result of disability during the one-year period following a change in control | ---(8) | 18,462(7) | --- | 430,612(2) | 2,783,139(8) |

  58. C. Hunter Westbrook

    | (1) Represents the continuation of “cash compensation” (payable monthly) and health and other insurance benefits under Mr. Westbrook’s employment agreement, as described under “—Employment Agreements with Messrs. Westbrook and VunCannon, Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier, and Employment and Transition Agreement with Mr. Stonestreet,” for the remaining term of Mr. Westbrook’s employment agreement, assuming that Mr. Westbrook’s employment is, on December 31, 2023, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. Westbrook’s employment agreement is not renewed and ends on December 31, 2026. For purposes of the above table, Mr. Westbrook’s annual “cash compensation” is calculated as $900,000, and the annual amount of his health and other insurance benefits is calculated at $27,713. | | (2) Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on December 29, 2023 of $26.92. In the case of performance-based restricted stock units, assumes the units vest at the target level of performance without proration of the number of underlying performance shares earned, as discussed below. No value is included for the acceleration of vesting of Mr. Westbrook’s unvested stock options because none of such options were in-the-money as of December 31, 2023. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | | (3) Represents the amount payable to Mr. Westbrook under his employment agreement in the event his employment is “involuntarily terminated” at the time of or within 12 months following a change in control. | | (4) Represents continued payment of Mr. Westbrook’s “cash compensation” for a period of three months following his death, as provided in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($900,000). | | (5) Represents the amount payable under Mr. Westbrook’s employment agreement to his estate or designated beneficiary in the event that during the six months before, or 12 months after, a change in control, his employment terminates due to death. | | (6) Represents the continuation of Mr. Westbrook’s “cash compensation” for the remaining term of his employment agreement, assuming that Mr. Westbrook’s employment is terminated by HomeTrust Bancshares on December 31, 2023 after having established that he is permanently disabled and that the then-remaining term of Mr. Westbrook’s employment agreement is not renewed and ends on December 31, 2026 ($900,000 per year), less the payout amount of his unused time off allocated for the 2023 calendar year ($18,462) and less the proceeds of the disability insurance policy maintained for him by HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. Westbrook’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares. | | (7) Represents annualized unused paid time off accrued for the 2023 calendar year, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | | (8) Under his employment agreement, if Mr. Westbrook’s employment terminates due to disability during the one-year period following a change in control, Mr. Westbrook is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control. |

  59. Tony J. VunCannon

    | Termination Scenario | Total Compensation and Health and Other Insurance Benefits Continuation | Payout of Unused Paid Time Off | Life Insurance Benefit | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units | Payment of 300% of Cash Compensation and Continuation of Health and Other Insurance Benefits | | If termination for cause occurs | $--- | $14,769(7) | $--- | $--- | $--- | | If voluntary termination occurs that does not constitute “involuntary termination” under Employment Agreement | --- | 14,769(7) | --- | --- | --- | | If “involuntary termination” under Employment Agreement occurs, but not at the time of or within 12 months following a change in control | 872,208(1) | 14,769(7) | --- | --- | --- | | If “involuntary termination” under Employment Agreement occurs at the time of or within 12 months following a change in control | --- | 14,769(7) | --- | 155,517(2) | 1,308,313(3) | | If termination occurs as a result of death, not within six months before, or 12 months after, a change in control | 104,000(4) | 14,769(7) | 600,000 | 155,517(2) | --- | | If termination occurs as a result of death within six months before, or 12 months after, a change in control | --- | 14,769(7) | 600,000 | 155,517(2) | 1,308,313(5) | | If termination occurs as a result of disability, not during the one-year period following a change in control | 457,231(6) | 14,769(7) | --- | 155,517(2) | --- | | If termination occurs as a result of disability during the one-year period following a change in control | ---(8) | 14,769(7) | --- | 155,517(2) | 1,308,313(8) |

  60. Tony J. VunCannon

    | (1) Represents the continuation of “cash compensation” (payable monthly) and health and other insurance benefits under Mr. VunCannon’s employment agreement, as described under “—Employment Agreements with Messrs. Westbrook and VunCannon, Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier, and Employment and Transition Agreement with Mr. Stonestreet,” for the remaining term of Mr. VunCannon’s employment agreement, assuming that Mr. VunCannon’s employment is, on December 31, 2023, “involuntarily terminated” but not at the time of or within 12 months following a change in control and that the then-remaining term of Mr. VunCannon’s employment agreement is not renewed and ends on December 31, 2025. For purposes of the above table, Mr. VunCannon’s annual “cash compensation” is calculated as $416,000, and the annual amount of his health and other insurance benefits is calculated at $20,104. | | (2) Represents the value of acceleration of vesting of unvested restricted stock awards and performance-based restricted stock units, based on the closing price per share of the Company’s common stock on December 29, 2023 of $26.92. Mr. VunCannon had no unvested stock options as of December 31, 2023. All unvested stock options and restricted stock awards vest upon a change in control, regardless of whether employment is terminated, as well as upon termination of employment due to death or disability, regardless of whether a change in control occurs. Upon termination of employment prior to a change in control due to death, disability, retirement, involuntary termination or resignation for good reason, a prorated portion of the performance shares underlying the performance-based restricted stock units may become earned and vested at the end of the performance period based on the number of months’ service during the performance period. In the event of a change in control prior to the end of the performance period, the performance shares may be deemed earned based on a prorated performance goal reflecting the shortened performance period, but without proration of the number of performance shares. | | (3) Represents the amount payable to Mr. VunCannon under his employment agreement in the event his employment is “involuntarily terminated” at the time of or within 12 months following a change in control. | | (4) Represents continued payment of Mr. VunCannon’s “cash compensation” for a period of three months following his death, as provided in his employment agreement. The amount shown is 25% of the annual amount of his “cash compensation” ($416,000). | | (5) Represents the amount payable under Mr. VunCannon’s employment agreement to his estate or designated beneficiary in the event that during the six months before, or 12 months after, a change in control, his employment terminates due to death. | | (6) Represents the continuation of Mr. VunCannon’s “cash compensation” for the remaining term of his employment agreement, assuming that Mr. VunCannon’s employment is terminated by HomeTrust Bancshares on December 31, 2023 after having established that he is permanently disabled and that the then-remaining term of Mr. VunCannon’s employment agreement is not renewed and ends on December, 2025 ($416,000 per year), less the payout amount of his unused time off allocated for the 2023 calendar year ($14,769) and less the proceeds of the disability insurance policy maintained for him by HomeTrust Bank or HomeTrust Bancshares ($15,000 per month). As provided in Mr. VunCannon’s employment agreement, this disability benefit is not payable until after the exhaustion of all paid time off days allocated for the calendar year and is reduced by the proceeds of any disability insurance policy then in effect pursuant to a disability insurance program sponsored by HomeTrust Bank or HomeTrust Bancshares. | | (7) Represents annualized unused paid time off accrued for the 2023 calendar year, plus unused paid time off banked from prior years (maximum of one week per calendar year under the Company’s paid time off policy). | | (8) Under his employment agreement, if Mr. VunCannon’s employment terminates due to disability during the one-year period following a change in control, Mr. VunCannon is entitled to a payment of 300% of his “cash compensation” and health and other insurance benefits for three years following the change in control. |

  61. Kristin Y. Powell

    | Termination Scenario | Payout of Unused Paid Time Off | Life Insurance Benefit | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units | Payment of 200% of “Cash Compensation” and Continuation of Health Insurance Benefits | | If voluntary termination occurs | $6,128(1) | $--- | $--- | $--- | | If involuntary termination occurs | 6,128(1) | --- | --- | --- | | If a change in control occurs | --- | --- | 224,629(2) | --- | | If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | 6,128(1) | --- | 224,629(2) | 875,072(3) | | If termination occurs as a result of death | 6,128(1) | 500,000 | 224,629(2) | --- | | If termination occurs as a result of disability | 6,128(1) | --- | 224,629(2) | --- |

  62. John F. Sprink, II

    | Termination Scenario | Payout of Unused Paid Time Off | Life Insurance Benefit | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units | Payment of 200% of “Cash Compensation” and Continuation of Health Insurance Benefits | | If voluntary termination occurs | $3,563(1) | $--- | $--- | $--- | | If involuntary termination occurs | 3,563(1) | --- | --- | --- | | If a change in control occurs | --- | --- | 96,193(2) | --- | | If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | 3,563(1) | --- | 96,193(2) | 884,374(3) | | If termination occurs as a result of death | 3,563(1) | 500,000 | 96,193(2) | --- | | If termination occurs as a result of disability | 3,563(1) | --- | 96,193(2) | --- |

  63. Megan Pelletier

    | Termination Scenario | Payout of Unused Paid Time Off | Life Insurance Benefit | Accelerated Vesting of Stock Options and Restricted Stock Awards and Units | Payment of 200% of “Cash Compensation” and Continuation of Health Insurance Benefits | | If voluntary termination occurs | $6,198(1) | $--- | $--- | $--- | | If involuntary termination occurs | 6,198(1) | --- | --- | --- | | If a change in control occurs | --- | --- | 119,444(2) | --- | | If “involuntary termination” under Change in Control Severance Agreement occurs at the time of or within 12 months following a change in control | 6,198(1) | --- | 119,444(2) | 765,076(3) | | If termination occurs as a result of death | 6,198(1) | 500,000 | 119,444(2) | --- | | If termination occurs as a result of disability | 6,198(1) | --- | 119,444(2) | --- |

  64. Megan Pelletier

    Mr. Stonestreet. Under the terms of his amended and restated employment and transition agreement with the Company, upon his retirement as Executive Chairman of the Company and the Bank on November 13, 2023, Mr. Stonestreet became entitled to a separation payment (payable in monthly installments through August 2024) of $920,060 and to the continued payment by the Company through August 31, 2024 of Medicare premiums and other insurance benefits for him and his spouse (estimated to total approximately $14,109). For additional information regarding Mr. Stonestreet’s amended and restated employment and transition agreement, see “—Employment Agreements with Messrs. Westbrook and VunCannon, Change in Control Severance Agreements with Ms. Powell, Mr. Sprink and Ms. Pelletier, and Employment and Transition Agreement with Mr. Stonestreet.” Additionally, in conjunction with Mr. Stonestreet’s retirement, ownership of the Company vehicle he had been using during his employment was transferred to him. The estimated market value of this vehicle was $25,685.

  65. CEO Pay Ratio

    CEO Pay Ratio As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the SEC’s implementing rules, we are providing the following information about the relationship of the compensation of our CEO, C. Hunter Westbrook, to the compensation of our median employee. The pay ratio set forth below is a reasonable estimate determined in a manner consistent with the SEC’s rules. For the six-month transition period ended December 31, 2023:

  66. CEO Pay Ratio

    | ● | the total compensation of our median employee was $37,597; |

  67. CEO Pay Ratio

    | ● | the total compensation of Mr. Westbrook was $486,624; and |

  68. CEO Pay Ratio

    | ● | the ratio of the total compensation of Mr. Westbrook to the total compensation of our median employee was 12.9 to 1. |

  69. CEO Pay Ratio

    The Company identified the median employee using the amount of total cash earnings (base salary, bonus, paid time off and any other cash payments) during the six-month transition period ended December 31, 2023 for each employee included in our payroll records as of December 31, 2023, other than Mr. Westbrook. An equivalent level of earnings were used for included employees who were not employed for the full six-month transition period. The Company calculated total compensation for the six-month transition period ended December 31, 2023 for the median employee and Mr. Westbrook applying the same methodology used in the calculation of the amounts in the “Total” column of the Summary Compensation Table for our NEOs, plus the group health insurance premiums the Bank paid on behalf of the median employee and Mr. Westbrook of $3,105 and $7,899, respectively. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  70. Pay Versus Performance

    Pay Versus Performance As required by the Dodd-Frank Act and the SEC’s implementing rules, we are providing the following information about the relationship between executive compensation actually paid (“CAP”) and certain measures of financial performance. CAP is calculated in accordance with SEC rules and does not reflect the actual amount of compensation earned or paid during the applicable year. For further information concerning the Company’s compensation philosophy and how the Company seeks to align executive compensation with its performance, see the “Compensation Discussion and Analysis” section above. The following table sets forth, for the six-month transition period ended December 31, 2023 (“TP”) and each of the fiscal years ended June 30, 2023, 2022 and 2021 (“FY 2023,” “FY 2022” and “FY 2021,” respectively), the total compensation, as reported in the “Summary Compensation Table” (“SCT”), of our principal executive officer (“PEO”) and, on average, of our NEOs other than the PEO (the “Non-PEO NEOs”), as well as the CAP to our PEO and average CAP to the Non-PEO NEOs. The table also provides information on our total stockholder return (“TSR”) and the TSR of our selected peer group, our net income, and our adjusted pre-tax, pre-provision (“PTPP”) income, which represents our company-selected measure per SEC rules.

  71. Pay Versus Performance

    | | | | | | | | Period-end value of $100 | | | | | | SCT Total | SCT Total | CAP for | CAP for | Average SCT | Average CAP | invested on 06/30/20 | | | Adjusted PTPP | | | for Dana L. | for C. Hunter | Dana L. | C. Hunter | Total for Non- | for Non-PEO | HTBI | Index | Net Income | Income | | Period | Stonestreet(1) | Westbrook(1) | Stonestreet(2) | Westbrook(2) | PEO NEOs(1) | NEOs(2) | TSR(3) | TSR(4) | (in millions) | (in millions)(5) | | TP | $--- | $478,725 | $--- | $524,060 | $417,740 | $460,827 | $168.25 | $147.02 | $28.3 | $39.2 | | FY 2023 | 838,177 | 1,243,696 | 794,485 | 1,141,284 | 510,914 | 477,988 | 136.46 | 125.50 | 44.6 | 70.1 | | FY 2022 | 1,087,016 | --- | 993,523 | --- | 566,687 | 530,242 | 160.63 | 135.86 | 35.7 | 44.7 | | FY 2021 | 1,179,044 | --- | 1,851,934 | --- | 506,886 | 661,198 | 177.11 | 168.37 | 15.7 | 36.2 |

  72. Pay Versus Performance

    | (1) For the six-month transition period ended December 31, 2023, Mr. Westbrook was the only person who served as our PEO. For the fiscal year ended June 30, 2023, Messrs. Westbrook and Stonestreet served as our PEO for different portions of the year. For the fiscal years ended June 30, 2022 and 2021, Mr. Stonestreet was the only person who served as our PEO. | | The Non-PEO NEOs for the six-month transition period ended December 31, 2023 include Mr. VunCannon, Ms. Powell, Mr. Sprink, Ms. Pelletier and Mr. Stonestreet. The Non-PEO NEOs for the fiscal year ended June 30, 2023 include Mr. VunCannon, Ms. Powell, Mr. Sprink and Keith J. Houghton. The Non-PEO NEOs for the fiscal year ended June 30, 2022 include Mr. Westbrook, Mr. VunCannon, W. Mark DeMarcus and Ms. Powell. The Non-PEO NEOs for the fiscal year ended June 30, 2021 include Mr. Westbrook, Mr. VunCannon, Marty T. Caywood, Mr. Houghton and Paula C. Labian. | | The dollar amounts reported are total compensation in the SCT for the PEO and the average for the Non-PEO NEOs for each reported period. | | (2) These dollar amounts do not reflect actual amounts of compensation paid during the covered period, but reflect adjustments for (i) the period-end fair values of unvested equity awards granted in the covered period, (ii) the period-over-period difference of period-end fair values for unvested awards granted in prior periods, (iii) the fair values at vest date for awards granted and vested in the covered period, (iv) the difference between prior period-end fair values and vest date fair values for awards granted in prior periods that vested at the end of or during the covered period and (v) the fair value at the end of the prior period of any awards granted in a prior period that failed to meet the applicable vesting conditions (i.e., were forfeited) during the covered period. In addition, adjustments were made for the change in the actuarial present value of the NEO’s accumulated benefit under the SERP reported in the SCT and the current period service cost (which was zero, as all SERP benefits were fully vested). | | (3) Reflects the cumulative TSR of HomeTrust Bancshares, Inc. (“HTBI”) over the three and a half-year period ended December 31, 2023. The reporting is based on a theoretical $100 invested on the last day of the fiscal year ended December 31, 2020 and valued as of the last trading day of the fiscal years ended June 30, 2021, 2022, and 2023 and the six-month transition period ended December 31, 2023. These calculated values were obtained from the S&P Cap IQ database. | | (4) (2) Reflects the three and a half-year cumulative TSR of the S&P US BMI Bank Index, calculated in the same manner as the HTBI TSR. This is the same peer group used by the Company in the Stockholder Return Performance Graph in its Transition Report on Form 10-KT for the transition period from July 1, 2023 to December 31, 2023. | | (5) Net income as reported in the Company’s SEC filings, adjusted for the provision for credit losses, income tax expense, and any one-time or nonrecurring items (e.g., merger-related expenses, gain/loss on sale of securities or fixed assets, etc.). Refer to the “Executive Compensation Program in Detail” subsection of the “Compensation Discussion and Analysis” section of the Company’s proxy statements for each period covered by this disclosure for additional detail on the calculation of adjusted PTPP income for the periods included above. |

  73. Calculation of Compensation Actually Paid (“CAP”)

    Calculation of Compensation Actually Paid (“CAP”) To calculate the CAP for our PEO and the average CAP for our Non-PEO NEOs in the table above, the following adjustments were made to total compensation as reported in the SCT for each covered period.

  74. Calculation of Compensation Actually Paid (“CAP”)

    | | TP | | FY 2023 | | | FY 2022 | | FY 2021 | | | | C. Hunter Westbrook | Non-PEO NEOs | Dana L. Stonestreet | C. Hunter Westbrook | Non-PEO NEOs | Dana L. Stonestreet | Non-PEO NEOs | Dana L. Stonestreet | Non-PEO NEOs | | Total compensation from SCT | $478,725 | $417,740 | $838,177 | $1,243,696 | $510,914 | $1,087,016 | $566,687 | $1,179,044 | $506,886 | | Adjustment for SERP | --- | (7,437) | (14,455) | --- | --- | (13,766) | (5,553) | (76,343) | --- | | Adjustments for equity awards | | | | | | | | | | | Grant date fair values in the SCT | --- | --- | --- | (288,939) | (82,329) | (154,461) | (106,695) | (162,182) | (48,173) | | Period-end fair value of unvested awards granted in covered period | --- | --- | --- | 219,888 | 62,654 | 123,175 | 83,232 | 197,420 | 58,646 | | Period-over-period difference of period end fair values of unvested awards granted in prior periods | 16,001 | 27,888 | (49,332) | (47,385) | (16,980) | (88,442) | (26,198) | 592,441 | 138,681 | | Difference in fair values between prior period-end fair values and vest date fair values for awards granted in prior periods that vested at end of or during covered period | 29,334 | 22,636 | 20,095 | 14,024 | 3,729 | 40,001 | 18,769 | 121,554 | 31,669 | | Forfeitures during covered period equal to prior period end fair value of awards granted in prior periods | --- | --- | --- | --- | --- | --- | --- | --- | (26,511) | | Total adjustments for equity awards | 45,335 | 50,524 | (29,237) | (102,412) | (32,926) | (79,727) | (30,892) | 749,233 | 154,312 | | CAP (as calculated) | $524,060 | $460,827 | $794,485 | $1,141,284 | $477,988 | $993,523 | $530,242 | $1,851,934 | $661,198 |

  75. Performance Measures

    Performance Measures As required by SEC rules, the following have been identified as the three most important financial performance measures used by our Compensation Committee to link CAP to our NEOs for the six-month transition period ended December 31, 2023 to Company performance. The company-selected measure is denoted with an asterisk.

  76. Performance Measures

    | ● | adjusted PTPP income* |

  77. Performance Measures

    | ● | efficiency ratio |

  78. Performance Measures

    | ● | relative return on average assets – peer group ranking |

  79. Pay Versus Performance Graphs

    Pay Versus Performance Graphs In accordance with SEC rules, we have prepared the graphs below, which overlay the following performance results with CAP:

  80. Pay Versus Performance Graphs

    | ● | Company and peer group TSR versus CAP to the PEO and average CAP to the Non-PEO NEOs for each covered period. |

  81. Pay Versus Performance Graphs

    | ● | Company net income versus CAP to the PEO and average CAP to the Non-PEO NEOs for each covered period. |

  82. Pay Versus Performance Graphs

    | ● | Company adjusted PTPP income versus CAP to the PEO and average CAP to the Non-PEO NEOs for each covered period. |