Strategic Operating Committee Incentive Program Document Date: September 16, 2013 Revised September 23, 2013 by Compensation Committee Approved by the HTBI Board of Directors on September 30, 2013

 

 

Document Date: September 16, 2013

 

Revised September 23, 2013 by Compensation Committee

 

Approved by the HTBI Board of Directors on September 30, 2013

 

 

 

 

 

 

 

 

HomeTrust Bancshares, Inc. (“HomeTrust” or the “Bank”) is committed to rewarding senior executives for their contributions to the Bank’s success.  The HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Program (the “Program”) is part of a total compensation package which includes base salary, annual incentives and benefits.  The Program is designed to:

§	Focus executives on building a strong foundation for success and sustainability over the long term.

§	Recognize and reward achievement of the Bank’s annual business goals.

§	Focus executives’ attention on key business metrics.

§	Motivate and reward superior performance.

§	Attract and retain talent needed for the Bank’s success.

§	Be competitive with the market.

§	Encourage teamwork and collaboration.

§	Ensure incentives are appropriately risk-balanced.

§	Recognize the accomplishment of key business goals that are critical to long-term success of the organization that are less quantifiable and/or more subjective in nature by utilizing a discretionary component.

This Program (formerly called the HomeTrust Strategic Operating Committee Incentive Plan) became effective July 1, 2012, and was amended on September 23, 2013.

Awards of cash under the Program are issued pursuant to Section 8.1, Cash Awards, of the HomeTrust Bancshares, Inc. 2013 Omnibus Incentive Plan.

The Program Administrator is the Compensation Committee (the “Committee”) of the Board of Directors.  The Program may be amended from time to time with the approval of the Board of Directors.

 

 

Each year, employees are selected for Program participation:

§	CEO  participation is determined by the Compensation Committee.

§	The CEO  recommends the other named executive officers for approval by the Compensation Committee.

§	Other participants are added by CEO.

 

 

 

 

Participants are subject to meeting the following requirements:

§

New hires must be employed prior to April 1st of the Program year to be eligible to participate in the Program for the performance period.  Employees hired after that date must wait until the next fiscal year to be eligible for an award under the Program.  Eligibility begins the first full month worked.  Participants receive a pro-rated award using full months worked during the Program year.

§	Awards under the Program shall be limited to individuals employed on a full-time basis by HomeTrust on the date of payment, except in the case of disability, death, or retirement.

§	Participants on a performance improvement plan or with an unsatisfactory performance rating at the time of payment or who have given notice of resignation at the time of payment are not eligible to receive an award.

 

 

The Program operates on a fiscal year schedule — July 1st through June 30th.

 

 

Each participant will have a specified target annual incentive award opportunity, expressed as a percentage of the participant’s base salary.  Incentive award opportunities are based on the participant’s job duties and responsibilities and competitive practices.

A funding trigger is established for purposes of Section 162m of the Internal Revenue Code of 1986, as amended, and as may be amended from time to time in the future.  The Program is funded at the Stretch level if the Company has positive operating earnings for the Program Year.  The incentive awards paid are then determined by the Committee using the performance goals selected for the Program Year.  In other words, the funded amount is adjusted downwards to reflect actual performance.

 

 

Program goals will be established using three performance levels:

§

Threshold – is the minimum level of performance in which the Bank would consider it reasonable to provide a reward.  If performance is below Threshold, the payout for that goal is zero. Performance at Threshold results in a payment equal to 50% of the participant’s targeted annual incentive award opportunity.

§	Target – is the level of performance that the Bank considers “good” performance.  Goals at this level are challenging but considered reasonably obtainable.  Performance at Target results in a payment equal to 100% of the participant’s targeted annual incentive award opportunity.

 

 

 

 

§

Stretch – is the level of performance the Bank considers outstanding performance.  Goals at this level are challenging and considered a best case scenario.  Performance at Stretch results in a payment equal to 150% of the participant’s targeted annual incentive award opportunity, which is the highest amount to be paid under the Program.

Performance between Threshold and Target and Target and Stretch are interpolated to provide for a range of payouts between 50% to 150% of a participant’s targeted annual incentive, based on incremental results between Threshold and Stretch performance.

 

 

The Program uses a balanced scorecard with performance measures weighted between Corporate and Team/Individual goals.  All Corporate goals, weightings and Team/Individual goals for the CEO and Named Executive Officers are presented to the Compensation Committee for review and approval.  Team/Individual goals for other Program participants are approved by the CEO.

 

The following schedules are attached to this Program document.  Schedules A and B are approved by the Compensation Committee prior to the beginning of each performance period:

 

Schedule A:  Award Percentages and Performance Measures Weightings

Schedule B:  Bank Goals, Weightings and Definitions

Schedule C:  Example Payout Calculation

 

 

The Program has a portion of the Corporate and Team/Individual and goals based on discretion that allows the Compensation Committee, CEO , as appropriate, to modify the final award based on a subjective assessment of performance and contributions to the Bank’s success.

 

 

At the end of the fiscal year, performance is measured and awards amounts are calculated.  Awards are paid in cash (generally) within two and one half months following the end of the fiscal year or as soon as practical after approval of the award payout by the Board of Directors.

 

Awards are paid out as a percentage of a participant’s annual base earnings as of June 30th.  Base earnings are defined as the base salary in effect on June 30th and excludes referral fees, commissions and any other previously-paid performance compensation.

 

Payments under this Program are considered taxable income to participants in the year paid and will be subject to tax withholding.

 

 

HomeTrust seeks to appropriately balance risk with financial rewards in the Program design and implementation. The compensation arrangements in this Program are designed to be sufficient to incent participants to achieve approved strategic and tactical goals while at the same time not be excessive or lead to material financial loss to the Bank.

 

 

 

 

Awards may be reduced or eliminated for credit quality and/or regulatory action. Unless the Compensation Committee deems otherwise, awards will not be paid, regardless of Corporate or Team/Individual performance, if 1) any regulatory agency issues a formal, written enforcement action, memorandum of understanding or other negative directive action where the Committee considers it imprudent to provide awards under this Program, and/or 2) after a review of the Company’s credit quality measures the Committee considers it imprudent to provide awards under this Program.

 

 

The Program does not inhibit the Bank from approving Program participants for inclusion in other Bank plans, bonuses, commissions and/or incentive compensation arrangements.  The Board of Directors may make discretionary bonuses to participants regardless of their participation in this Program.

Terms and Conditions

 

 

 

“Program” refers to the HomeTrust Bancshares, Inc. Strategic Operating Committee Incentive Program.

 

 

For the purposes of this Program, the “Bank” refers to HomeTrust Bancshares, Inc.

 

 

This Program (formerly called the HomeTrust Strategic Operating Committee Incentive Plan became effective July 1, 2012, and was amended on September 23, 2013.  The Program may be amended from time to time with the approval of the Board of Directors.

 

 

The performance period is July 1st through June 30th and may be referred to in this document as the Program year.

 

 

 

The Program is authorized by the Board of Directors.  The Board has the sole authority to interpret the Program and to make or nullify any rules and procedures, as necessary, for proper administration of the Program based on recommendations by the Compensation Committee.

 

The Program will be reviewed annually by the Compensation Committee to ensure proper alignment with the Bank’s business objectives.

 

 

 

 

 

The Compensation Committee will recommend to the Board of Directors for approval all final award distributions paid to Program participants.  Any determination by the Board of Directors will be final and binding.

 

 

The Bank has developed the Program on the basis of existing business, market and economic conditions; current services; and staff assignments. If substantial changes occur that affect these conditions, services, assignments, or forecasts, the Bank may add to, amend, modify or discontinue any of the terms or conditions of the Program at any time.  Examples of substantial changes may include mergers, dispositions or other corporate transactions, changes in laws or accounting principles or other events that would in the absence of some adjustment, frustrate the intended operation of this arrangement.

 

The Board of Directors may, at its sole discretion, waive, change or amend any of the Program as it deems appropriate. 

 

If there is any ambiguity as to the meaning of any terms or provisions of this Program or any questions as to the correct interpretation of any information contained therein, the Bank's interpretation expressed by the Board of Directors will be final and binding.

 

 

CEO participation is determined by the Compensation Committee.  Named executive officers are recommended by CEO and approved by the Compensation Committee for final approval by the Board of Directors.  Other executives may participate upon approval of the CEO.

 

New employees must be employed by April 1st of the performance period (July 1 – June 30) to be considered for participation in a given Program year.

 

 

 

Program participants are eligible for a distribution under the Program only upon attainment of certain performance objectives defined under the Program and after the approval of the award by the Board of Directors.

 

Performance at Threshold, Target and Stretch are interpolated to encourage and reward incremental performance improvement.

 

 

Awards are paid in cash (generally) within two and one half months following the end of the fiscal year or as soon as practical after approval of the award payout by the Board of Directors.

 

Awards are paid out as a percentage of a participant’s annual base earnings as of June 30th.  Base earnings are defined as base salary in effect as of June 30th and excludes referral fees, commissions and any other previously-paid performance compensation.

 

Incentive awards are considered taxable income to participants in the year paid and will be subject to tax withholding.

 

 

 

 

 

 

New hires that meet the eligibility criteria and are hired prior to April 1st of the Program year receive a pro-rated award based on the number of full months worked during the Program year.  New hires employed by the Bank on or after April 1st are not eligible to receive an award for the current Program year.

 

Participants that are promoted or change roles where the participant becomes eligible or ineligible for an award or experience a change in incentive opportunity will receive a pro-rated award based on their status and the effective date of the promotion or role change.  Award amounts will be calculated using the participant’s base earnings and the incentive target for the applicable period.  Base earnings refers to the base salary in effect on June 30thand excludes referral fees, commissions and any other previously-paid performance compensation.

 

Participants that have an approved leave of absence are eligible to receive a pro-rated award calculated using their time in active status as permitted by the Family Medical Leave Act or other applicable state and federal laws and regulations.

 

 

To encourage employee retention, a participant must be an active employee of the Bank on the date the incentive award is paid to receive an award (please see exceptions for death, disability and retirement below.)  Participants who terminate employment during the Program year will not be eligible to receive an award.  Participants who have given notice of resignation during the Program year and before payout are not eligible to receive an award.

 

 

If a participant ceases to be employed by the Bank due to disability, his/her cash incentive award for the Program year will be pro-rated to the date of termination.

 

In the event of death, the Bank will pay to the participant’s estate the pro rata portion of the cash award that had been earned by the participant during his/her period of employment.

 

Individuals who retire are eligible to receive a cash incentive payout if they are actively employed through March 31st of the performance period.

 

 

 

In the event that the Bank is required to prepare an accounting restatement due to the material noncompliance of the Bank with any financial reporting requirement under the securities laws, the Participants shall, unless otherwise determined in the sole discretion of the Committee, reimburse the Bank upon receipt of written notification for any excess incentive payment amounts paid under the Program calculation(s) which were based on financial results required to be restated.  In calculating the excess amount, the Committee shall compare the calculation of the incentive payment based on the relevant results reflected in the restated financials compared to the same results reflected in the original financials that were required to be restated.  Participants may write a check payable to the Bank for amounts equal to the written notification.  In its discretion, the Compensation Committee has the right to adjust compensation and/or modify a Participant’s future incentive payments as it deems necessary.

 

 

 

 

 

 

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the employee to disciplinary action up to and including termination of employment.  In addition, any incentive compensation as provided by this Program to which the employee would otherwise be entitled will be revoked or if paid, be obligated to repay any incentive award earned during the award period in which the wrongful conduct occurred regardless of employment status.

 

 

Any participant awards shall not be subject to assignment, pledge or other disposition, nor shall such amounts be subject to garnishment, attachment, transfer by operation of law, or any legal process.

 

Participation in the Program does not confer rights to participation in other Bank programs or Programs, including annual or long-term incentive Programs, non-qualified retirement or deferred compensation Programs or other executive perquisite programs.

 

The Program will not be deemed to give any participant the right to be retained in the employ of the Bank, nor will the Program interfere with the right of the Bank to discharge any participant at any time for any reason.

 

In the absence of an authorized, written employment contract, the relationship between employees and the Bank is one of at-will employment. The Program does not alter the relationship.

 

This Program and the transactions and payments hereunder shall, in all respect, be governed by, and construed and enforced in accordance with the laws of the state in which the participant is employed.

 

Each provision in this Program is severable, and if any provision is held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.

 

 

Participant		Title		Target %		Corporate Weighting		Team/ Individual Weighting
Dana Stonestreet		CEO		55%		100%		0%
Tony VunCannon		CFO		30%		60%		40%
Hunter Westbrook		CBO		30%		60%		40%
Charles Abbitt		CRO		30%		60%		40%
Howard Sellinger		CIO		30%		60%		40%
Teresa White		CAO		30%		60%		40%

		Weight
Performance Measure		CEO		Other SOC
Net Income		35%		21%
Peer ROA		25%		15%
Discretionary Component		40%		24%
Team/Individual		0%		40%
		100%		100%

Name
Base Salary	$230,000
STI Opportunity	30%	$69,000.00
Corporate Weighting	60%	$41,400.00
Team/Individual Weighting	40%	$27,600.00
2014 POTENTIAL BASED UPON 2013 ACTUAL			Performance Goals
Performance Measures	Incentive		Threshold	Target	Stretch	Actual
	at Target	Weight	50%	100%	150%	Performance	Payout
Corporate
Net Income	$14,490	21%	$7,464	$9,300	$11,196	$9,300	$14,490
Peer ROA	$10,350	15%	0.29	0.65	1.01	0.65	$10,350
Discretionary Component	$16,560	24%	N/A	N/A	N/A	100.0%	$16,560
Corporate Goal Achievement	$41,400	60%					$41,400
Team/Individual
Goal 1	$9,200	13%	GoalOne				$9,200
Goal 2	$9,200	13%	GoalTwo				$9,200
Goal 3	$9,200	13%	GoalThree				$9,200
Team/Individual Achievement	$27,600	40%					$27,600
Grand Total	$69,000	100%					$69,000