DEF 14A of Home Bancorp, Inc.
Filed Mar 28, 2024 · FY20230001174947-24-000457
Executive Officers Who Are Not Directors
Executive Officers Who Are Not Directors Darren E. Guidry. Age 61. Mr. Guidry has served as Senior Executive Vice President and Chief Risk Officer for the Bank and the Company since October 2022 and prior thereto as Senior Executive Vice President and Chief Credit Officer for the Bank since October 2013 and Chief Lending Officer for the Bank since 1993. David T. Kirkley. Age 42. Mr. Kirkley has served as Senior Executive Vice President and Chief Financial Officer for the Bank and the Company since November 23, 2020 and prior thereto as Senior Vice President and Treasurer for the Bank since May 2012. Previously, he served as Funding Manager and Financial Analyst at Iberiabank from 2008 to May 2012. In accordance with Home Bancorp’s Bylaws, our executive officers are elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the Board of Directors.
Director Compensation
Director Compensation Directors of Home Bancorp are not compensated separately by Home Bancorp. The directors also serve as directors of Home Bank and are compensated by Home Bank for such service. The Bank’s directors currently receive an annual retainer of $22,000 plus $800 per Board meeting attended and $550 per Committee meeting attended. The Chairman of the Board and Committee Chairs receive an additional $100 per meeting attended. Each director also received a Christmas gift of $442 in 2023. The table below summarizes the total compensation paid to our directors for the fiscal year ended December 31, 2023, except for Mr. Bordelon whose compensation is in the Summary Compensation Table below.
Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option Awards | All Other Compensation(2) | Total | | J. Scott Ballard | $46,200 | $18,030 | $— | $442 | $64,672 | | Paul J. Blanchet, III | 44,200 | 18,030 | — | 442 | 62,672 | | Daniel G. Guidry | 49,050 | 18,030 | — | 442 | 67,522 | | John A. Hendry | 39,150 | 18,030 | — | 442 | 57,622 | | Chris P. Rader | 40,950 | 18,030 | — | 442 | 59,422 | | Ann Forte Trappey | 46,200 | 18,030 | — | 442 | 64,672 | | Donald W. Washington | 38,500 | 18,030 | — | 442 | 56,972 |
Director Compensation
| (1) Reflects the aggregate grant date fair value computed in accordance with ASC Topic 718. |
Director Compensation
As of December 31, 2023, our directors had outstanding stock awards as follows:
Director Compensation
| Name | RSUs | | J. Scott Ballard | 1,080 | | Paul J. Blanchet, III | 1,710 | | Daniel G. Guidry | 1,710 | | John A. Hendry | 1,710 | | Chris P. Rader | 1,710 | | Ann Forte Trappey | 1,410 | | Donald W. Washington | 1,080 |
Director Compensation
| (2) Christmas gift. |
Nominee for Director for a One-Year Term Expiring in 2025
Nominee for Director for a One-Year Term Expiring in 2025
Nominee for Director for a One-Year Term Expiring in 2025
| Name | Age | Principal Occupation During the Past Five Years/ Public Directorships | Director Since | | John A. Hendry | 74 | Director and chairman of the compensation committee. Pediatric Dentist in Lafayette, Louisiana. | 2000 | | | | Dr. Hendry has been designated a Fellow and was awarded diplomat status while holding the title of National Spokesperson for the American Academy of Pediatric Dentistry. He was honored as distinguished alumni of LSU School of Dentistry in 2015. He served as President of the Louisiana Academy of Pediatric Dentistry and was honored as “Professional of the Year” by the Louisiana Association of Retarded Citizens. He has served on the Board of Directors of his alma mater, Spring Hill College. He has served on the board of 232-HELP, The Family Tree, The American Lung Association, The Lafayette Community Health Care Clinic and numerous other organizations. The Board believes Dr. Hendry’s business experience as a dentist and his community service make him well qualified to serve as a director. | |
Nominees for Director for a Three-Year Term Expiring in 2027
Nominees for Director for a Three-Year Term Expiring in 2027
Nominees for Director for a Three-Year Term Expiring in 2027
| Name | Age | Principal Occupation During the Past Five Years/ Public Directorships | Director Since | | J. Scott Ballard | 51 | Director since September 2021. CEO and owner of Ballard Hospitality, LLC and owner of Ballard Brands, LLC. in Covington, Louisiana. | 2021 | | | | Mr. Ballard has a bachelor’s degree in Political Science with a concentration in Economics from Tulane University. He is a 2012 graduate of Leadership Louisiana. He serves as an executive board member of the Committee of 100 Louisiana and the Louisiana Association of Business and Industry, the Young Presidents Organization in Louisiana and the Louisiana Association of Business and Industry. He is also a board member for St. Tammany ChamberPac, Louisiana Boys and Girls Club, ForeKids Foundation and Louisiana Hospitality Foundation and serves as a member of the St. Tammany and Greater New Orleans Chambers of Commerce. He previously served as Chairman of the Board for the LSU Board of Supervisors, board member of, St. Tammany Hospital Foundation Board, the Louisiana Board of Regents and the Louisiana Office of Student Financial Assistance Commission. The Board believes Mr. Ballard’s business experience and his community service make him well qualified to serve as a director. | | | John W. Bordelon | 68 | Director, President and Chief Executive Officer of the Company since its organization and of Home Bank since 1993. Chairman of the Board of the Company and Home Bank since May 12, 2020. | 1990 | | | | Mr. Bordelon previously served in various management and other positions since joining Home Bank in 1981. As President and Chief Executive Officer, Mr. Bordelon brings to the Board extensive knowledge of Home Bank’s operations gained from his 43 years of banking experience. He has served on the Board of Directors for Community Foundation of Acadiana, Chairman for the Greater Lafayette Chamber of Commerce and served as a board member for Southwest Medical Center, United Way of Acadiana, Louisiana Open, Ascension Day School, Women’s and Children’s Hospital and University of Louisiana’s Athletic Foundation Advisory Committee. He is the founder of the Ragin Cajun Athletic Foundation. The Board believes Mr. Bordelon’s career service in banking and his community service make him well qualified to serve as a director. | |
Nominees for Director for a Three-Year Term Expiring in 2027
The Board of Directors recommends that you vote FOR election of all of the nominees for director.
Director Whose Term Expires in 2025
Director Whose Term Expires in 2025
Director Whose Term Expires in 2025
| Name | Age | Principal Occupation During the Past Five Years/ Public Directorships | Director Since | | Ann Forte Trappey | 65 | Director since June 1, 2020. Vice President Outreach of Forte & Tablada in Baton Rouge, Louisiana. | 2020 | | | | Ms. Trappey owned and managed Forte & Tablada as their CEO/President for 30 years until August 2020. Ms. Trappey has a Bachelor of Science Degree in Civil Engineering from Louisiana State University. She has held leadership roles in several professional and community organizations, including: President of the Louisiana American Council of Engineering Companies, President of the Louisiana Engineering Foundation, Chair of the Baton Rouge Area Chamber, President of the Baton Rouge Rotary Club and member of the Board of Directors of the Public Affairs Research Council. During her career, Ms. Trappey has received multiple honors, including: LSU College of Engineering Hall of Distinction, Baton Rouge Business Report Woman of Achievement, Louisiana Engineering Society-Baton Rouge Chapter President’s Award and Girl Scouts Woman of Distinction. The Board believes Ms. Trappey’s business experience and community service make her well qualified to serve as a director. | | | Donald W. Washington | 69 | Director since October 15, 2021. Partner at Jones Walker LLP | 2021 | | | | Mr.Washington previously served as the 11th Director of the United States Marshals Service (“USMS”) from March 2019 to September 2021. He previously served as a member of the board of directors for Home Bancorp, Inc. and Home Bank, N.A. from June 2016 until he was sworn in as director of USMS in March 2019. Mr. Washington re-joined the Boards of the Directors of the Company and the Bank in October 2021. He is a partner in the law firm of Jones Walker LLP. His law practice encompasses complex civil and criminal litigation and the representation of corporations and individuals in internal and government investigations. Mr. Washington currently serves on the boards of University of Louisiana-Lafayette Foundation, the U.S. Marshals Survivors Benefit Fund, and the Louisiana Military Museum. He previously served on the boards of the Innocence Project of New Orleans, Public Affairs Research Council of Louisiana, University of Louisiana-Lafayette Foundation, Community Foundation of Acadiana, Pines to the Gulf Girl Scout Council, Lafayette Education Foundation, and Goodwill Industries of Acadiana. Mr. Washington received his juris doctor degree from South Texas College of Law, and his bachelor’s degree in Mechanical Engineering from the United States Military Academy at West Point. The Board believes Mr. Washington’s business experience and his community service make him well qualified to serve as a director. | |
Directors Whose Term Expires in 2026
Directors Whose Term Expires in 2026
Directors Whose Term Expires in 2026
| Name | Age | Principal Occupation During the Past Five Years/ Public Directorships | Director Since | | Paul J. Blanchet, III | 69 | Director and chairman of the audit committee. Retired in August 2018 as a Partner in Broussard Poche’ LLP, a public accounting firm located in Lafayette, Louisiana. | 2002 | | | | As a certified public accountant, Mr. Blanchet brings to the Board over 40 years of experience in accounting and finance as well as in advising small to mid-sized businesses operating in south Louisiana. Mr. Blanchet remains an associate of Broussard Poche’ LLP to provide assistance to the firm as needed and continues to be involved in special projects. The Board believes Mr. Blanchet’s career practice as an accountant and his experience providing audits of other banks and businesses makes him well qualified to serve as a director and audit committee financial expert of the board. | | | Daniel G. Guidry | 71 | Director since December 6, 2017. Retired partner in the law firm of Guidry and Guidry in St. Martinville, Louisiana. | 2017 | | | | Mr. Guidry was a member of the Board of Directors of St. Martin Bank and Trust for 33 years. Mr. Guidry completed his juris doctorate at Louisiana State University in Baton Rouge. He served as the Assistant District Attorney for the 16th Judicial District. He is a member of the Board of Directors of the Louisiana Thoroughbred Breeders Association, the Louisiana State Bar Association and the St. Martin Parish Bar Association. The Board believes Mr. Guidry’s law practice, community service and business experience make him well qualified to serve as a director. | | | Chris P. Rader | 56 | Director since June 1, 2016. Chief Executive Officer of Rader Solutions, an information technology company located in Lafayette, Louisiana. | 2016 | | | | Mr. Rader has a bachelor’s degree in Computer Information Systems from Spring Hill College and an Executive MBA from Vanderbilt University. In 2021, he was named "Business Person of the Year" and in 2018, his company, Radar Solutions, was named "Small Business of the Year" in the Acadiana Region by Junior Achievement of Acadiana. He is a 2012 graduate of Leadership Louisiana, member of the National Speakers Association, Rotary International and Kiwanis International. He serves on the Board of Directors of the Council for A Better Louisiana, One Acadiana, Ochsner Lafayette General Medical Center, United Way of Acadiana, and Community Foundation of Acadiana. He recently completed serving as Chairman of the Board for Schools of the Sacred Heart in Grand Coteau, Louisiana and served on the boards of the the Lafayette Community Health Care Clinic, The Petroleum Club of Lafayette, The Lester Group in Martinsville, Virginia, Evangeline Area Scouts and the Louisiana Innovation Council and Vice Chairman of the Board of Directors of Spring Hill College. The Board believes Mr. Rader’s business experience and his community service make him well qualified to serve as a director. | |
Directors Whose Term Expires in 2026
| MANAGEMENT COMPENSATION |
Compensation Discussion and Analysis
| • | annual incentive bonuses which are discretionary and determined based upon reaching desired goals; |
Compensation Discussion and Analysis
| • | stock-based benefit plans, consisting of our ESOP, stock options, restricted stock and restricted stock units; |
Compensation Discussion and Analysis
| • | peer and market data; and |
Compensation Discussion and Analysis
Bonus payments are also subject to the satisfaction of the Company’s Board, the Office of the Comptroller of the Currency’s Safety and Soundness Examination, Compliance Examination and a satisfactory external audit as well as consideration of subjective individual performance evaluations. Equity Compensation. The 2021 Equity Incentive Plan (the "2021 Plan") is designed to maintain a portion of the compensation paid to executives of the Company in long-term compensation as a means of rewarding strong performance over numerous years for retention of the named executives and to act as a retention incentive. Our named executive officers received awards of restricted stock units from the Compensation Committee under the 2021 Plan in May 2023, which are vesting at a rate of 20% per year over five years. The Compensation Committee believes that the five year vesting of awards will focus senior management on long-term performance and stock appreciation. Through our employee stock ownership plan, as well as our 401(k) plan, we provide all of our employees, including our named executive officers, with tax-qualified retirement benefits. The employee stock ownership plan ("ESOP") is allocated as a percentage of each employee’s salary to total salaries of the Company. The Company makes a matching 401(k) contribution of 100% of the employee’s contribution up to 2%, plus 50% of the employee’s contributions over 2% but not over 6% of the employee’s pay. Other Elements of Executive Compensation. In addition to direct cash compensation and awards under our equity compensations plans, we provide our named executive officers with certain compensation and benefits as described below.
Compensation Discussion and Analysis
| • | Employment Agreements. Home Bank has entered into employment agreements with all of our named executive officers. In addition, Home Bancorp entered into an employment agreement with Mr. Bordelon in June 2009. For additional information, see “Employment Agreements.” |
Additional Components of Executive Compensation
Additional Components of Executive Compensation In August 2007, we entered into a salary continuation agreement with our President and Chief Executive Officer. The salary continuation agreement, which was amended and restated in May 2019, will provide Mr. Bordelon supplemental retirement benefits of $214,000 per year for 10 years upon his retirement, death, disability or termination in connection with or following a change in control. The salary continuation agreement was deemed appropriate by the Compensation Committee in light of Mr. Bordelon’s performance as President and Chief Executive Officer and as an incentive to retain his services until retirement. In May 2019, we entered into an additional salary continuation agreement with our President and Chief Executive Officer which will provide an annual supplemental retirement benefit in the amount of $26,000 per year for 10 years upon his retirement at or after age 65, death or disability, with a lump sum payable if his employment is terminated in connection with or following a change in control. In May 2022, we also amended the salary continuation agreements previously entered into with our Chief Risk Officer in 2007 (as amended and restated in May 2019) and our Chief Operations Officer in May 2019 and entered into a salary continuation agreement with our Chief Financial Officer, which will provide supplemental retirement benefits equal to $125,000 per year for 10 years upon retirement at age 65. The salary continuation agreements entered into with Messrs. Bordelon, Freyou, Guidry and Kirkley were deemed appropriate as an incentive to maintain each executive's continued services until retirement. These salary continuation agreements are described in more detail beginning on page 21 under “Salary Continuation Agreements” below. The Compensation Committee may consider additional plans of this type for other executive officers of the Company.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid or earned by our Chief Executive Officer, Chief Financial Officer, and other executive officers (who we refer to as the “named executive officers”) for the fiscal years ended December 31, 2023, 2022 and 2021. All cash compensation has been paid by Home Bank. The Company has not paid separate cash compensation to our executive officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(1) | Non-Equity Incentive Plan Compensation | Change in Pension Value and Nonqualified Deferred Compensation Earnings(2) | All Other Compensation(3) | Total | | John W. Bordelon | 2023 | $484,616 | $105,175 | $— | $245,000 | $— | $126,544 | $961,335 | | President and Chief | 2022 | 454,385 | 108,066 | — | 260,000 | — | 116,291 | 938,742 | | Executive Officer | 2021 | 408,904 | 73,540 | 14,321 | 225,000 | — | 113,620 | 835,385 | | Jason P. Freyou(4) | 2023 | 153,058 | 46,878 | — | — | 16,989 | 27,911 | 244,836 | | Senior Executive Vice President | 2022 | 252,484 | 50,721 | — | 88,000 | 78,760 | 49,336 | 519,301 | | and Chief Operations Officer | 2021 | 230,195 | 45,963 | 14,321 | 85,000 | 50,137 | 53,093 | 478,709 | | Darren E. Guidry | 2023 | 262,673 | 48,080 | — | 90,000 | 135,527 | 85,523 | 621,803 | | Senior Executive Vice President | 2022 | 225,692 | 43,575 | — | 90,000 | 71,912 | 72,430 | 503,609 | | and Chief Risk Officer | 2021 | 197,297 | 40,447 | 12,411 | 73,500 | 33,477 | 74,881 | 432,013 | | David T. Kirkley | 2023 | 214,616 | 37,563 | — | 74,000 | — | 36,925 | 363,104 | | Senior Executive Vice President | 2022 | 193,269 | 38,172 | — | 75,000 | 2,962 | 44,676 | 354,079 | | and Chief Financial Officer | 2021 | 175,000 | 29,416 | 9,547 | 55,000 | — | 29,342 | 298,305 |
Summary Compensation Table
| (1) Reflects the aggregate grant date fair value computed in accordance with ASC Topic 718. For a description of the assumptions used for purposes of determining grant date fair value, see Note 17 to the consolidated financial statements included in our Annual Report to shareholders for the year ended December 31, 2023. |
Summary Compensation Table
| (2) Reflects the increase in the actuarial present values of the salary continuation plans. |
Summary Compensation Table
| (3) For 2023, includes employer contributions under the Home Bank 401(k) Profit Sharing Plan in the amount of $17,519, $11,748, $17,708 and $0 for Messrs. Bordelon, Freyou, Guidry and Kirkley, respectively, contributions to the Company’s ESOP in the amount of $42,091, $0, $35,194 and $12,964 to the accounts of Messrs. Bordelon, Freyou, Guidry and Kirkley, respectively, as well as payments for life insurance premiums; includes automobile expense for Mr. Bordelon; also includes for Messrs. Bordelon, Freyou and Guidry, club dues and for Mr. Bordelon, director’s fees of $31,600, director’s Christmas gift of $442 and the payment of premiums for long-term disability insurance. |
Summary Compensation Table
| (4) Mr. Freyou resigned from his positions at the Company and the Bank effective as of the close of business on July 14, 2023. |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table provides information with respect to awards of restricted stock units granted to the named executive officers during 2023.
Grants of Plan-Based Awards
| | | | | | All Other Stock | | | | | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Awards: Number | Grant | | Name | Grant Date | Threshold | Target | Maximum | of Shares of Stock or Units(2) | Date Fair Value of Stock Awards(3) | | John W. Bordelon | — | $— | $196,000 | $294,000 | — | — | | | 5/12/2023 | | | | 3,500 | $105,175 | | Jason P. Freyou | — | $— | $67,538 | $121,569 | — | — | | | 5/12/2023 | | | | 1,560 | $46,878 | | Darren E. Guidry | — | $— | $66,375 | $119,475 | — | — | | | 5/12/2023 | | | | 1,600 | $48,080 | | David T. Kirkley | — | $— | $55,000 | $99,000 | — | — | | | 5/12/2023 | | | | 1,250 | $37,563 |
Grants of Plan-Based Awards
| (1) Reflects estimated threshold, target and maximum amounts of incentive bonus plan payments for each named executive officer. Actual amounts received are reflected in the Summary Compensation Table on page 17. |
Grants of Plan-Based Awards
| (2) Reflects shares of restricted stock granted pursuant to the Company's equity plans which become vested at the rate of 20% per year commencing on the anniversary of the grant date. |
Grants of Plan-Based Awards
| (3) The fair value of the restricted stock granted is computed in accordance with FASB ASC Topic 718. For a description of the assumptions used for purposes of determining grant date fair value, see Note 17 to the consolidated financial statements included in our Annual Report to shareholders for the year ended December 31, 2023. |
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End. The table below sets forth outstanding equity awards at December 31, 2023 to our named executive officers under our 2009 Recognition and Retention Plan, 2009 Stock Option Plan, 2014 Equity Incentive Plan and 2021 Equity Incentive Plan (collectively “Equity Plans”). As of December 31, 2023, Mr. Freyou had no outstanding equity awards.
Grants of Plan-Based Awards
| | Option Awards | | | | | Stock Awards | | | | | | | | | | | Number of Shares | Market Value of Shares or | | | | Number of Securities Underlying Unexercised Options(1) | | | Option | | or Units of Stock That Have | Units of Stock That | | Name | Grant Date | Unexercisable | Exercisable | Exercise Price | Expiration Date | Grant Date | Not Vested | Have Not Vested(2) | | John W. Bordelon | 5/12/2017 | — | 900 | 35.26 | 5/12/2027 | 5/12/2017 | — | — | | | 5/23/2018 | — | 1,000 | 45.12 | 5/23/2028 | 5/23/2018 | — | — | | | 5/23/2019 | 240 | 960 | 35.85 | 5/23/2029 | 5/23/2019 | 285 | 11,973 | | | 3/12/2020 | 480 | 720 | 21.99 | 3/12/2030 | 3/12/2020 | 570 | 23,946 | | | 5/12/2021 | 900 | 600 | 36.77 | 5/12/2031 | 5/12/2021 | 1,200 | 50,412 | | | 5/12/2022 | — | — | — | — | 5/12/2022 | 2,480 | 104,185 | | | 5/12/2023 | — | — | — | — | 5/12/2023 | 3,500 | 147,035 | | Darren E. Guidry | 5/12/2015 | — | 1,400 | 22.25 | 5/12/2025 | 5/12/2015 | — | — | | | 5/23/2016 | — | 1,600 | 28.00 | 5/23/2026 | 5/23/2016 | — | — | | | 5/12/2017 | — | 1,000 | 35.26 | 5/12/2027 | 5/12/2017 | — | — | | | 5/23/2018 | — | 800 | 45.12 | 5/23/2028 | 5/23/2018 | — | — | | | 5/23/2019 | 200 | 800 | 35.85 | 5/23/2029 | 5/23/2019 | 170 | 7,142 | | | 3/12/2020 | 400 | 600 | 21.99 | 3/12/2030 | 3/12/2020 | 340 | 14,283 | | | 5/12/2021 | 780 | 520 | 36.77 | 5/12/2031 | 5/12/2021 | 660 | 27,727 | | | 5/12/2022 | — | — | — | — | 5/12/2022 | 1,000 | 42,010 | | | 5/12/2023 | — | — | — | — | 5/12/2023 | 1,600 | 67,216 | | David T. Kirkley | 5/12/2015 | — | 650 | 22.25 | 5/12/2025 | 5/12/2015 | — | — | | | 5/23/2016 | — | 650 | 28.00 | 5/23/2026 | 5/23/2016 | — | — | | | 5/12/2017 | — | 400 | 35.26 | 5/12/2027 | 5/12/2017 | — | — | | | 5/23/2018 | — | 500 | 45.12 | 5/23/2028 | 5/23/2018 | — | — | | | 5/23/2019 | 100 | 400 | 35.85 | 5/23/2029 | 5/23/2019 | 60 | 2,521 | | | 3/12/2020 | 200 | 300 | 21.99 | 3/12/2030 | 3/12/2020 | 100 | 4,201 | | | 5/12/2021 | 600 | 400 | 36.77 | 5/12/2031 | 5/12/2021 | 480 | 20,165 | | | 5/12/2022 | — | — | — | — | 5/12/2022 | 876 | 36,801 | | | 5/12/2023 | — | — | — | — | 5/12/2023 | 1,250 | 52,513 |
Grants of Plan-Based Awards
| (1) Options vest at a rate of 20% per year commencing on the first anniversary of the date of grant. |
Grants of Plan-Based Awards
| (2) Market value is calculated based on the closing price of $42.01 on December 31, 2023. |
Grants of Plan-Based Awards
Option Exercises and Stock Vested. The following table reflects the amount realized by each named executive officer as a result of the exercise of stock options and vesting of stock awards in 2023.
Grants of Plan-Based Awards
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise(1) | Number of Shares Acquired on Vesting | Value Realized on Vesting (2) | | John W. Bordelon | — | $— | 1,840 | $56,894 | | Jason P. Freyou (3) | — | — | 1,079 | 33,481 | | Darren E. Guidry | — | — | 966 | 29,984 | | David T. Kirkley | — | — | 529 | 16,177 |
Grants of Plan-Based Awards
| (1) Value determined by subtracting the exercise price per share from the market value per share of our common stock at the time of exercise and multiplying the difference by the number of shares acquired on exercise. |
Grants of Plan-Based Awards
| (2) Value determined by multiplying the number of vested shares by the market value of the underlying shares on the vesting date. |
Grants of Plan-Based Awards
| (3) Mr. Freyou resigned on July 14, 2023. |
Potential Payments upon Termination of Employment or a Change in Control
Potential Payments upon Termination of Employment or a Change in Control The following table describes the potential payments to John W. Bordelon, President and Chief Executive Officer, upon an assumed termination of employment or a change in control as of December 31, 2023.
Potential Payments upon Termination of Employment or a Change in Control
| Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (l) | Retirement | | Severance payments and benefits: (a) | | | | | | | | Cash severance (b) | $— | $— | $1,470,000 | $2,250,000 | $— | $— | | ESOP allocations (c) | — | — | — | 177,599 | — | — | | Medical benefits (d) | — | — | 70,789 | 70,789 | — | — | | Other welfare benefits (e) | — | — | 11,552 | 11,552 | — | — | | Additional salary continuation agreement benefits (f) | — | — | — | — | — | — | | §280G tax cutback (g) | — | — | — | — | — | — | | Equity awards: (h) | | | | | | | | Unvested stock options (i) | — | — | — | 15,804 | 15,804 | — | | Unvested restricted stock awards (j) | — | — | — | 337,550 | 337,550 | — | | Total payments and benefits (k) | $— | $— | $1,552,341 | $2,863,294 | $353,354 | $— |
Potential Payments upon Termination of Employment or a Change in Control
The following table describes the potential payments to Darren E. Guidry, Senior Executive Vice President and Chief Credit Officer, upon an assumed termination of employment or a change in control as of December 31, 2023.
Potential Payments upon Termination of Employment or a Change in Control
| Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (l) | Retirement | | Severance payments and benefits: (a) | | | | | | | | Cash severance (b) | $— | $— | $265,500 | $711,000 | $— | $— | | ESOP allocations (c) | — | — | — | 142,920 | — | — | | Medical benefits (d) | — | — | 32,328 | 67,890 | — | — | | Other welfare benefits (e) | — | — | 1,438 | 3,019 | — | — | | Additional salary continuation agreement benefits (f) | — | — | — | — | — | — | | §280G tax cutback (g) | — | — | — | — | — | — | | Equity awards: (h) | | | | | | | | Unvested stock options (i) | — | — | — | 13,327 | 13,327 | — | | Unvested restricted stock awards (j) | — | — | — | 158,378 | 158,378 | — | | Total payments and benefits (k) | $— | $— | $299,266 | $1,096,534 | $171,705 | $— |
Potential Payments upon Termination of Employment or a Change in Control
The following table describes the potential payments to David T. Kirkley, Senior Executive Vice President and Chief Credit Officer, upon an assumed termination of employment or a change in control as of December 31, 2023.
Potential Payments upon Termination of Employment or a Change in Control
| Payments and Benefits | Voluntary Termination | Termination for Cause | Involuntary Termination Without Cause or Termination by the Executive for Good Reason Absent a Change in Control | Change in Control With Termination of Employment | Death or Disability (l) | Retirement | | Severance payments and benefits: (a) | | | | | | | | Cash severance (b) | $— | $— | $220,000 | $592,000 | $— | $— | | ESOP allocations (c) | — | — | — | 35,298 | — | — | | Medical benefits (d) | — | — | 29,553 | 62,060 | — | — | | Other welfare benefits (e) | — | — | 1,481 | 3,111 | — | — | | Additional salary continuation agreement benefits (f) | — | — | — | 300,000 | — | — | | §280G tax cutback (g) | — | — | — | — | — | — | | Equity awards: (h) | | | | | | | | Unvested stock options (i) | — | — | — | 7,764 | 7,764 | — | | Unvested restricted stock awards (j) | — | — | — | 116,200 | 116,200 | — | | Total payments and benefits (k) | $— | $— | $251,034 | $1,116,433 | $123,964 | $— |
Potential Payments upon Termination of Employment or a Change in Control
| (a) These severance payments and benefits are payable if the executive’s employment is terminated prior to a change in control either (i) by the Bank or the Company for any reason other than cause, disability, retirement or death or (ii) by the executive if the Bank or the Company takes certain adverse actions (a “good reason” termination). The severance payments and benefits are also payable if the executive’s employment is terminated for the reasons set forth above during the term of his employment agreement following a change in control. |
Potential Payments upon Termination of Employment or a Change in Control
| (b) The amounts shown in the involuntary termination column represent a lump sum payment equal to three times Mr. Bordelon’s (one times for Messrs. Guidry and Kirkley) base salary as of the date of termination. The amounts shown in the change in control column represent a lump sum payment equal to the sum of the executive’s base salary as of the date of termination and the cash bonus earned by the executive for the calendar year preceding the year in which the date of termination occurs, with such sum multiplied by three for Mr. Bordelon and by two for each of Messrs. Guidry and Kirkley. |
Potential Payments upon Termination of Employment or a Change in Control
| (c) Upon a change in control, the ESOP will be terminated and the unallocated ESOP shares will first be used to repay the outstanding ESOP loan. Any remaining unallocated ESOP shares will then be allocated among ESOP participants on a pro rata basis based on account balances. Based on the December 31, 2023 closing price of $42.01 per share, the value of the remaining unallocated ESOP shares exceeds the remaining principal balance of the loan by approximately $4,741,491. The amounts shown represent each executive’s estimated share of such excess amount. |
Potential Payments upon Termination of Employment or a Change in Control
| (d) The amounts shown in the involuntary termination column represent the estimated cost of providing continued medical coverage to the executive for an assumed additional 36 months for Mr. Bordelon (12 months for Messrs. Guidry and Kirkley), at no cost to the executives. The amounts shown in the change in control column represent the estimated cost of providing continued medical coverage to the executive for an additional 36 months for Mr. Bordelon (24 months for Messrs. Guidry and Kirkley), at no cost to the executives. The estimated costs assume the current insurance premiums or costs increase by 10% each year, and the amounts have not been discounted to present value. |
Potential Payments upon Termination of Employment or a Change in Control
| (e) The amounts shown in the involuntary termination column represent the estimated cost of providing continued life, accidental death and long-term disability coverage to the executive for an assumed additional 36 months for Mr. Bordelon (12 months for Messrs. Guidry and Kirkley), at no cost to the executives. The amounts shown in the change in control column represent the estimated cost of providing continued life, accidental death and long-term disability coverage to the executive for an additional 36 months for Mr. Bordelon (24 months for Messrs. Guidry and Kirkley), at no cost to the executives. The estimated costs assume the current insurance premiums or costs increase by 10% each year, and the amounts have not been discounted to present value. |
Potential Payments upon Termination of Employment or a Change in Control
| (f) The amounts represent the incremental increase in the present value of the benefits payable under the Company’s salary continuation agreements with Messrs. Bordelon, Guidry and Kirkley when compared to their vested benefits. Under the salary continuation agreements, if the employment of Messrs. Bordelon and Guidry had terminated as of December 31, 2023 outside of a change in control for reasons other than death, disability or cause, their vested benefits under the salary termination agreements would provide them with annual benefits payable monthly for 10 years of $214,000 and $78,617 respectively, with the benefits starting in July 2024 for Mr. Bordelon (who reached his normal retirement age of 62 in 2017), and after Mr. Guidry reaches age 65 in 2027. Mr. Bordelon would have received under his 2019 agreement a lump sum benefit of $214,734 in July 2024 if his employment had terminated as of December 31, 2023 outside of a change in control. If Messrs. Guidry and Kirkley remain employed until their normal retirement age of 65, their normal retirement benefit would be $125,000 per year, commencing after they have a separation from service. The normal retirement benefits are payable for 10 years in monthly installments. If the employment of Messrs. Bordelon, Guidry and Kirkley had terminated as of December 31, 2023 in connection with a change in control, Mr. Bordelon would have received a change in control benefit of $214,000 per year for 10 years commencing July 1, 2024, Mr. Kirkley would have received a lump sum change in control benefit of $300,000 on July 1, 2024, and Mr. Guidry would have received a lump sum change in control benefit of approximately $464,463 on July 1, 2024. In addition, Mr. Bordelon would have received a lump sum change in control benefit of $214,734 on July 1, 2024, under his 2019 agreement. In the event Mr. Bordelon’s employment had terminated due to disability as of December 31, 2023, his annual retirement benefit would have been $214,000 for 10 years, commencing in 2024. The disability benefit for Mr.. Guidry is the same as his early termination benefit. If Messrs. Bordelon, Guidry and Kirkley had died on December 31, 2023, no benefits would have been distributed. |
Potential Payments upon Termination of Employment or a Change in Control
| (g) In the event any of the payments to be made under the employment agreements or otherwise are deemed to constitute parachute payments within the meaning of Section 280G of the Code, each executive’s employment agreement provides that either (1) the executive will receive the full compensation and benefits provided for under the agreement and have the responsibility for any excise tax, or (2) such payments will be reduced by the minimum amount necessary so that none of such payments will be considered parachute payments under Section 280G of the Code, whichever will put the executive in the best after-tax position with the most compensation and income. The tables do not reflect any reductions to an executive’s change in control payments or benefits that may be required under such formula. |
Potential Payments upon Termination of Employment or a Change in Control
| (h) As of December 31, 2023, based on the closing price of $42.01 per share of our common stock on December 31, 2023, Messrs. Bordelon, Guidry and Kirkley held vested options with a cash value of approximately $29,547, $76,495 and $35,217, respectively. |
Potential Payments upon Termination of Employment or a Change in Control
| (i) The amounts represent the value of the unvested stock options held by Messrs. Bordelon, Guidry and Kirkley that had an exercise price below the December 31, 2023 closing price of $42.01 per share, based on the difference between the December 31, 2023 closing price and the per share exercise price of the unvested stock options. All unvested stock options will become fully vested upon an executive’s death or disability or upon a change in control. |
Potential Payments upon Termination of Employment or a Change in Control
| (j) The amounts represent the value of the unvested restricted stock awards held by Messrs. Bordelon, Guidry and Kirkley based on the December 31, 2023 closing price of $42.01 per share. All unvested restricted stock awards will become fully vested upon an executive’s death or disability or upon a change in control. |
Potential Payments upon Termination of Employment or a Change in Control
| (k) Does not include the value of the vested benefits to be paid under our tax-qualified 401(k) plan and ESOP or under our salary continuation agreements. Also does not include earned but unpaid salary, accrued but unused vacation leave, reimbursable expenses and the value of the vested stock options set forth in Note (h) above. |
Potential Payments upon Termination of Employment or a Change in Control
| (l) If the employment of Messrs. Bordelon, Guidry and Kirkley had terminated at December 31, 2023 due to death, the executive’s beneficiaries or estate would have received life insurance proceeds of approximately $1.0 million, $1.0 million and $966,347, respectively. The group life insurance coverage is based on three times the executive’s base salary, subject to a cap of $500,000. The Company also maintains a split dollar life insurance policy for the executives that pays an additional amount over the group coverage based on five times base salary, up to a combined maximum of $1.0 million. If the employment of Messrs. Bordelon, Guidry and Kirkley had terminated due to disability, the executives would have received disability benefits of $17,300, $11,285 and $9,663, respectively, per month. Disability benefits are provided at the rate of 60% of base salary not to exceed $14,000 per month for Messrs. Guidry and Kirkley and $17,300 per month for Mr. Bordelon, until the executive reaches his or her normal retirement age. In addition, Messrs. Bordelon, Guidry and Kirkley's unvested stock options and unvested restricted stock awards will become fully vested upon death or disability. |
CEO Pay Ratio
CEO Pay Ratio Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to provide disclosure of the ratio of the annual compensation of the CEO in this Proxy Statement to the median employee’s annual compensation. The median employee was identified from all full-time and part-time employees, excluding the CEO, who were employed by the Company and its consolidated subsidiaries on December 31, 2023. A total of 476 employees were included in the analysis. Compensation was measured over the 12-month period beginning on January 1, 2023 and ending on December 31, 2023. The median employee compensation was determined using 2023 total cash compensation (includes base salary, overtime, commissions and bonuses). Wages were annualized for our employees who did not work the entire calendar year. Mr. Bordelon had 2023 total compensation of $961,335 as reflected in the Summary Compensation Table included in this Proxy Statement. The median employee’s total compensation for 2023 that would be reportable in the Summary Compensation Table was $62,342. As a result, the CEO pay ratio is 15:1.
Pay versus Performance
Pay versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain Company financial performance metrics. For further information concerning our pay-for-performance philosophy and how we align executive compensation with Company financial performance, refer to the Compensation Discussion and Analysis, beginning on page 15. The following table provides information showing the relationship during 2023, 2022, 2021 and 2020 between (1) executive compensation “actually paid” (as defined by SEC rule and further described below) to (a) each person serving as our principal executive officer ("PEO") (also referred to as our CEO) and (b) our non-PEO named executive officers (also referred to below as "other NEOs"), on an average basis, and (2) the Company’s financial performance. The Company’s selected performance measure included in the chart below is Return on Assets ("ROA"), as adjusted, as described in the Compensation Discussion and Analysis - Incentive Bonuses section above. Information presented in this section will not be deemed to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, except as we may specifically do so by reference to this section.
Pay versus Performance
| | | | | | Value of Initial Fixed $100 Investment based on | | Company Metrics | | | Year | Summary Compensation Table for PEO (1) | Compensation Actually Paid to PEO (1) (5) | Average Summary Compensation Table Total for Non-PEO NEOs (2) | Average Summary Compensation Actually Paid to Non-PEO NEOs(2) (5) | Company Total Shareholder Return ("TSR") | Peer Group TSR (3) | Net Income (in thousands) (4) | Company Selected Performance Measure Return on average assets ("ROA") | | 2023 | $961,335 | $888,606 | $409,914 | $298,687 | $135 | $140 | $40,240 | 1.23% | | 2022 | 938,742 | 877,458 | 458,996 | 381,380 | 104 | 117 | 34,072 | 1.25% | | 2021 | 835,385 | 810,581 | 403,009 | 360,841 | 120 | 138 | 48,621 | 1.76% | | 2020 | 890,416 | 625,990 | 295,206 | 225,003 | 119 | 137 | 24,765 | 1.31% |
Pay versus Performance
| 1. | John W. Bordelon served as our PEO for each period. |
Pay versus Performance
| 2. | Jason P. Freyou, Darren E. Guidry and David T. Kirkley are included in the Non-PEO NEOs for each period. |
Pay versus Performance
| 3. | The peer group TSR is based on the S&P US Small Cap Banks obtained from S&P Global Market Intelligence, Charlottesville, Virginia. |
Pay versus Performance
| 4. | Net income for Home Bancorp as reported in the Company's consolidated financial statements included in our 2023 Annual Report on Form 10-K. |
Pay versus Performance
| 5. | The additional table below sets forth amounts required by SEC rule to be deducted from and added to the amount of total compensation as reflected in the Summary Compensation Table, to calculate Compensation Actually Paid ("CAP"). |
Pay versus Performance
| | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO | Non-PEO NEO Average | PEO | Non-PEO NEO Average | PEO | Non-PEO NEO Average | PEO | Non-PEO NEO Average | | Total compensation for fiscal year from the compensation table | 961,335 | 409,914 | $938,742 | $458,996 | $835,385 | $403,009 | $890,416 | $295,206 | | Deduct for amounts reported under the "Stock Awards" column in the "Summary Compensation Table" | (105,175) | (44,174) | (108,066) | (44,156) | (73,540) | (38,609) | (31,336) | (19,049) | | Deduct for amounts reported under the "Option Awards" in the "Summary Compensation Table" | — | — | — | — | (14,321) | (12,093) | (3,377) | (2,345) | | Deduct the "Change in Non-Qualified Deferred Compensation Earnings" column in the "Summary Compensation Table" | — | (50,839) | — | (51,211) | — | (27,871) | (169,102) | (26,569) | | Add fair value as of year-end outstanding and unvested equity awards granted reported under the "Grant Date Fair Value of Stock and Option Awards" column in the "Grants of Plan-Based Awards" table | 147,035 | 59,864 | 124,093 | 50,705 | 92,440 | 47,561 | 47,278 | 21,602 | | Add the change in value during the fiscal year of awards granted in prior years that are outstanding and unvested as of fiscal year end | (114,589) | (76,078) | (77,311) | (32,954) | (29,383) | (11,156) | (107,889) | (43,842) | | Compensation Actually Paid | $888,606 | $298,687 | $877,458 | $381,380 | $810,581 | $360,841 | $625,990 | $225,003 |
Pay versus Performance
Pursuant to the requirements of the SEC rules, the most important financial performance measures used to link compensation actually paid to our PEO and other NEOs in 2023 to our performance were:
Pay versus Performance
| • | Return on assets ("ROA"); |
Pay versus Performance
| • | Adjusted diluted EPS; and |
Pay versus Performance
| • | Efficiency ratio. |
Pay versus Performance
The following illustrations provide a graphical description of CAP, as calculated in accordance with the SEC rules, and the following measures.
Pay versus Performance
| • | the Company's TSR and peer TSR; |
Pay versus Performance
| • | the Company's net income; |
Pay versus Performance
| • | the Company's selected measure, which is EPS; |
Pay versus Performance
| • | the Company's selected measure, which is ROA; and |
Pay versus Performance
| • | the Company's selected measure, which is efficiency ratio. |