DEF 14A of Hoyne Bancorp, Inc.
Filed Apr 23, 2026 · FY20250001104659-26-047744
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our Board of Directors is comprised of nine members. Our Certificate of Incorporation provides that directors are divided into three classes, with one class of directors elected annually. Three directors have been nominated for election at the Annual Meeting to serve for a three-year term and until their respective successors shall have been elected and qualified. The Board of Directors has nominated David M. Opas, Janet H. Winningham and Anthony M. Vaccarello, each to serve as a director for a three-year term expiring at the Company’s annual meeting in 2029. Each nominee is currently a director of Hoyne Bancorp, Inc. and has agreed to serve as a director if elected. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors. Age information is as of April 7, 2026, and term as a director includes service with Hoyne Savings Bank (the “Bank”). With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of the Company is also a director of the Bank. Nominees for Director for a Term Expiring in 2029: David M. Opas, age 74, has served as a director since 2020, and serves on the Audit Committee, the Nominating and Corporate Governance Committee, and as Chair of the Compensation Committee. Mr. Opas previously served as President and Chief Executive Officer of Loomis Federal of Loomis Federal Savings and Loan Association until it was merged into the Bank in 2020. Mr. Opas has a Bachelor’s degree in accounting from Northern Illinois University. His extensive experience provides the Board of Directors with valuable knowledge across multiple disciplines. Janet H. Winningham, age 74, has served as a director since 2002, and serves on the Compensation Committee and as Chair of the Nominating and Corporate Governance Committee, and on the IT Committee of the Bank. Ms. Winningham has been a practicing attorney for over forty years and is currently in private practice, concentrating in real estate finance, construction and commercial leasing. Ms. Winningham received her law degree from Loyola University of Chicago and her Bachelor’s degree from DePauw University. Ms. Winningham provides the Board of Directors with invaluable legal, real estate, finance and management experience. Ms. Carstensen is the first cousin of Ms. Winningham’s husband. Anthony M. Vaccarello, age 76, has served as a director of the Bank since 2017, and serves on the Audit Committee and Nominating and Corporate Governance Committee and the CRA Committee of the Bank. Mr. Vaccarello began his career as a staff attorney for Talman Home Federal Savings. Later, he went into private practice, concentrating in real estate, probate, estate planning and condominium law. He also owned and operated a title services agency. Mr. Vaccarello previously was an instructor in the paralegal program at South Suburban College and served in the National Guard. Mr. Vaccarello was previously a director of Prospect Federal Savings Bank until its merger into the Bank in 2017. Mr. Vaccarello has a Bachelor’s degree in economics from St. Joseph’s College and received his law degree from the Loyola University School of Law. He provides the Board of Directors with invaluable legal and property ownership experience. The Board of Directors unanimously recommends a vote “FOR” each of the above nominees for director. Directors Whose Term Expires in 2027: Walter F. Healy, age 59, has served as President and Chief Executive Officer of the Bank since September 2024 and a member of the Board of Directors since 2022, prior to which time, he served as President of the Bank from 2023 to 2024 and Executive Vice President, Commercial, from 2022 to 2023. Early in his career, Mr. Healy worked for several Chicago commercial banks. In 1996, working with a group of investors, Mr. Healy started a de novo bank, named Community Bank Oak Park River Forest, in the western suburbs of Chicago. He served as President and Chief Executive Officer through the time of that bank’s successful merger with another bank in Chicago in 2019. Mr. Healy serves on the Loan, ALCO, CRA and IT Committees of the Bank. Mr. Healy received a finance degree from the University of Notre Dame in 1988. His extensive experience in commercial banking provides the Board of Directors with valuable knowledge in connection with the Bank’s business. Paula M. Carstensen, age 71, has served as a director since 2000, Ms. Carstensen serves on the Audit and Compensation Committees of the Company, and the IT Committee of the Bank. Ms. Carstensen attended the Illinois Institute of Chicago Kent College of Law and was admitted to the Illinois Bar in 1981. Ms. Carstensen began her legal career as a criminal prosecutor in the office of the Cook County State’s Attorney. After leaving public service, she worked as a civil litigation partner in private practice representing clients in the defense of high exposure liability claims and insurance coverage disputes until her retirement from the practice of law in 2019. Ms. Carstensen provides the Board of Directors with invaluable legal and management experience. Ms. Winningham’s husband is Ms. Carstensen’s first cousin. Judith A. Gonsch, age 73, has served as a director since 2017, and serves as Chair of the Audit Committee and on the ALCO Committee of the Bank. Ms. Gonsch began her career in 1972 at Prospect Federal Savings Bank, advancing through various accounting positions until becoming Chief Financial Officer and Executive Vice President until 2017, when Prospect Federal Savings Bank merged into Bank. Ms. Gonsch has a Bachelor’s degree in accounting from DePaul University. With over 50 years of experience in finance and accounting, Ms. Gonsch provides the Board of Directors with valuable knowledge of the financial aspects of the Bank’s business. Directors Whose Term Expires in 2028: Timothy S. Breems, Sr., age 64, has served as a director since 2012 and currently serves as the Chair of the Boards of Directors of Hoyne Bancorp, Inc. and the Bank. Mr. Breems currently serves as a partner in the law firm of Ruff Breems LLP, which he founded in 2022. Prior to the founding of his firm, Mr. Breems worked at the law firm of Ruff, Freud, Breems & Nelson Ltd. from 1983 through July 2022, as a law clerk, associate attorney, partner and ultimately as the firm’s managing partner. He attended DePaul University and received a Bachelor’s degree in Business Administration in 1982, and in 1985, Mr. Breems received his law degree from Loyola University School of Law. Periodically since 2015, Mr. Breems has served as an adjunct professor of Business Law and Contract Law at Trinity Christian College. Mr. Breems is a former President of Southwest Chicago Christian School Association. Mr. Breems’ expansive legal background provides the Board of Directors with valuable information on all aspects of the Bank’s business.
PROPOSAL 1 – ELECTION OF DIRECTORS
Steven F. Rosenbaum, age 69, has served as a director since 2017, and serves on the Loan, IT and ALCO Committees of the Bank. Mr. Rosenbaum served as President and Chief Executive Officer of the Bank from 2018 to 2023 and Chief Executive Officer from 2023 until his retirement in July 2024. Prior to joining the Bank as President in 2017, he was President and Chief Executive Officer of Prospect Federal Savings Bank from 1998 until 2017, when Prospect Federal Savings Bank merged into the Bank. Mr. Rosenbaum began his banking career at Prospect Federal Savings Bank in 1987 as Executive Vice President and Chief Operating Officer, and he joined the Prospect Federal Savings Bank board of directors in 1995. During his banking career, he has participated in a variety of civic and banking industry activities and organizations. He was a member of the Illinois Bankers Association board of directors from 2019 until 2023. Mr. Rosenbaum received a Bachelor’s degree in political science from DePaul University and a Master’s degree from the Keller Graduate School of Management. His experience in civic and banking industry practices provides the Board of Directors with valuable information on all aspects of the Bank’s business. Theodore C. Wiemann, age 70, has served as a director since 1997 and currently serves as Vice-Chair of the Boards of Directors of the Company and the Bank. He also serves on the CRA, ALCO and Loan Committees of the Bank. Mr. Wiemann began his banking career at the Bank as a part-time employee in 1976, becoming a full-time loan officer in consumer lending in 1977. Mr. Wiemann spent 47 years at the Bank, and at his retirement in 2023, was the Executive Vice President and Chief Lending Officer and Community Reinvestment Officer. Until Mr. Wiemann’s retirement in 2023, he also served on the mortgage markets committee of America’s Community Bankers and the American Bankers Association. Mr. Wiemann graduated from North Park University in 1977 with a major in business management. He then attended the Institute of Financial Education. Mr. Wiemann’s varied experience provides the Board of Directors with valuable information on all aspects of the Bank’s business.
Corporate Governance Policies and Procedures
| ● | director compensation and orientation; |
Executive and Director Compensation
Executive and Director Compensation
Executive Compensation
| | Summary Compensation Table | | | | | | Name and principal position | Year | Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) | | Walter F. Healy (1) President and Chief Executive Officer | 2025 | 449,231 | 151,061 | 71,031(2) | 676,323 | | | 2024 | 251,901 | 100,000 | 37,416(2) | 389,317 | | Thomas S. Manfre Executive Vice President and Chief Financial Officer | 2025 | 276,731 | 76,061 | — | 352,792 | | | 2024 | 211,411 | 50,000 | — | 264,411 |
Director Compensation
Director Compensation Each of the current directors of the Company also serves as a director of the Bank, and prior to the Conversion, also served as a director of Hoyne Savings, MHC and Hoyne Financial Corporation. During 2025, each director received a semi-annual retainer of $10,500 and a monthly fee of $2,000 for their collective services on the Boards of Directors of Hoyne Bancorp, Inc. and Hoyne Savings Bank. The Chair of the Board of Directors also receives an additional payment of $1,000 a month. The Chair of the Audit Committee receives an additional $3,000 a year. The following table sets forth total compensation paid to directors for their service on the Boards of Directors of the Bank, Hoyne Savings, MHC, Hoyne Financial Corporation and the Company during the year ended December 31, 2025, other than to directors who are also named executive officers. Information with respect to director compensation paid to directors who are also named executive officers is included above in “Executive Compensation – Summary Compensation Table.”
Director Compensation
| Director Compensation Table | | | | | Name | Board/Committee Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | Timothy S. Breems, Sr. | 57,000 | N/A | 57,000 | | Paula M. Carstensen | 45,000 | N/A | 45,000 | | Judith A. Gonsch | 48,000 | N/A | 48,000 | | David M. Opas | 45,000 | N/A | 45,000 | | Steven F. Rosenbaum | 45,000 | N/A | 45,000 | | Theodore C. Wiemann | 45,000 | N/A | 45,000 | | Janet H. Winningham | 45,000 | N/A | 45,000 | | Anthony M. Vaccarello | 45,000 | N/A | 45,000 |