UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

Preliminary Proxy Statement
   
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
   
Definitive Proxy Statement
   
Definitive Additional Materials
   
Soliciting Material Pursuant to §240.14a-12

HOME BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

 

Fee paid previously with preliminary materials.
   
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
     
     

 

 

 

 

 

 

 

 

 

March 31, 2023

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of Home Bancorp, Inc. The meeting will be held at the Petroleum Club of Lafayette located at 111 Heymann Boulevard, Lafayette, Louisiana, on Friday, May 12, 2023 at 9:00 a.m., Central Daylight Time. The matters to be considered by shareholders at the Annual Meeting are described in detail in the accompanying materials.

This year we are again using a Securities and Exchange Commission rule to furnish our proxy statement, 2022 Annual Report and proxy card over the internet to shareholders. This means that most shareholders will not receive paper copies of these documents. Instead, these shareholders will receive only a notice containing instructions on how to access the proxy materials over the internet. This rule allows us to lower the costs of delivering the annual meeting materials and reduce the environmental impact of the meeting. If you received only the notice and would like to receive a copy of the printed materials, the notice contains instructions on how you can request copies of these documents.

It is very important that you be represented at the Annual Meeting regardless of the number of shares you own or whether you are able to participate in the meeting. We urge you to vote promptly. You may vote on the internet or by telephone. If you received a paper copy of our annual meeting materials, you may also vote by mail. Voting in any of these ways will not prevent you from voting at the Annual Meeting, but will ensure that your vote is counted if you are unable to attend.

Your continued support of Home Bancorp, Inc. is sincerely appreciated.

  Very truly yours,
   
   
 

John W. Bordelon

Chairman of the Board, President and Chief Executive Officer

 

 

 

         
 

HOME BANCORP, INC.

503 Kaliste Saloom Road

Lafayette, Louisiana 70508

(337) 237-1960

 
   
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS  
       
TIME 9:00 a.m., Central Daylight Time, Friday, May 12, 2023  
       
PLACE

The Petroleum Club of Lafayette

111 Heymann Boulevard

Lafayette, Louisiana

 
       
ITEMS OF BUSINESS (1) To elect three directors for a three-year term expiring in 2026 and until their successors are elected and qualified;  
  (2) To adopt a non-binding resolution to approve the compensation of our named executive officers;  
  (3) Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers;  
  (4) To ratify the appointment of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and  
  (5) To transact such other business, as may properly come before the meeting or at any adjournment thereof. We are not aware of any other such business.  
       
RECORD DATE Holders of Home Bancorp, Inc. common stock of record at the close of business on March 23, 2023 are entitled to vote at the meeting.  
       
ANNUAL REPORT Our 2022 Annual Report accompanies this Notice and proxy statement but is not a part of the proxy solicitation materials.  
       
VOTING It is important that your shares be represented and voted at the meeting. You can vote your shares over the internet or by telephone or, if you received a paper copy of our annual meeting materials, you may complete and return a proxy card by mail. Voting in any of these ways will not prevent you from attending or voting your shares at the Annual Meeting. However, we encourage you to vote via internet or telephone in order to reduce mailing and handling expenses. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.  
       
INTERNET AVAILABILITY OF PROXY MATERIALS Our proxy materials for the Annual Meeting to be held on May 12, 2023 and our 2022 Annual Report to shareholders are available at www.envisionreports.com/HBCP and under the “Investor Relations” tab at www.home24bank.com.  
     
    BY ORDER OF THE BOARD OF DIRECTORS  
         
  March 31, 2023

Daniel G. Guidry

Corporate Secretary

 

 

 

 

Internet Availability of Proxy Materials

A U.S. Securities and Exchange Commission rule allows us to furnish proxy materials to shareholders over the internet.   As a result, beginning on or about March 31, 2023, we sent by mail a Notice of Internet Availability of Proxy Materials (the "Notice”), containing instructions on how to access our proxy materials, including our proxy statement and 2022 Annual Report, over the internet and how to vote.  Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the Annual Meeting. However, if you received such a notice and would prefer to receive paper copies of the proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials or send an email to investorvote@computershare.com with “Proxy Materials Home Bancorp, Inc.” in the subject line. Include in the message your full name and address, plus the control number located on the Notice, and state in the email that you want a paper copy of current meeting materials.

If you have received paper copies of the proxy materials and would prefer to receive only electronic copies of such materials in the future, please contact our registrar and transfer agent, Computershare, at 1-800-368-5948, or write them at Computershare, Shareholder Services, 462 South 4th Street, Suite 1600, Louisville, KY 40202.

If you hold our stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions of each in order to vote all of your shares.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR HOME BANCORP, INC.’S ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 12, 2023.

Our Proxy Statement for the 2023 Annual Meeting and our Annual Report to shareholders for the year ended 2022 are available at www.envisionreports.com/HBCP and under the “Investor Relations” tab at www.home24bank.com.

 

 

HOME BANCORP, INC.

PROXY STATEMENT

ABOUT THE ANNUAL MEETING OF SHAREHOLDERS

We are furnishing this proxy statement to holders of common stock of Home Bancorp, Inc. (the “Company”), the holding company of Home Bank, N.A. (the “Bank”). We are soliciting proxies on behalf of our Board of Directors to be used at the Annual Meeting of Shareholders to be held at the Petroleum Club of Lafayette, located at 111 Heymann Boulevard, Lafayette, Louisiana, on Friday, May 12, 2023 at 9:00 a.m., Central Daylight Time, and at any adjournment thereof, for the purposes set forth in the attached Notice of Annual Meeting of Shareholders. This proxy statement is first being made available or mailed to shareholders on or about March 31, 2023.

Why did I receive a one-page notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials via the internet. Internet delivery of our proxy materials allows us to provide our shareholders with the information they need timely, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials, which we refer to as the Notice, to our shareholders and beneficial owners as of the record date for the Annual Meeting. All shareholders will have the ability to access the proxy materials on a website referred to in the Notice or, if they prefer, request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically on an ongoing basis by calling Computershare at 1-800-368-5948 or sending an email to investorvote@computershare.com

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to view our proxy materials for the Annual Meeting via the internet. In addition, the Notice provides how you can instruct us to send future proxy materials to you electronically by e-mail. Choosing to receive your future proxy materials by e-mail will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by e-mail, you will receive an e-mail next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by e-mail will remain in effect until you terminate it.

What is the purpose of the Annual Meeting?

At our Annual Meeting, shareholders will act upon the election of directors, a non-binding resolution to approve the compensation of our named executive officers, an advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers and ratification of our independent registered public accounting firm. In addition, management will report on the performance of Home Bancorp, Inc. and respond to questions from shareholders.

Who is entitled to vote?

Only shareholders of record as of the close of business on March 23, 2023 (the “record date” for the meeting), are entitled to vote at the meeting. On the record date, we had 8,288,353 shares of common stock issued and outstanding and no other class of equity securities outstanding. For each issued and outstanding share of common stock you own on the record date, you will be entitled to one vote on each matter to be voted on at the meeting, in person or by proxy.

How do I submit my vote?

Some of the Company’s shareholders hold their shares through a stockbroker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially. You may vote your shares in one of several ways, depending upon how you own your shares.

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Shares registered directly in your name through our transfer agent.  If your shares are registered directly in your name, you are considered, with respect to those shares, the shareholder of record, and the Notice and/or these proxy materials are being sent to you by the Company through its transfer agent. As the shareholder of record, you have the right to grant your voting proxy directly to the Company or to vote in person at the Annual Meeting.

If you are a shareholder of record, there are four ways that you can vote your shares. Voting by any of these methods will supersede any prior vote you made regardless of how that vote was made. PLEASE CHOOSE ONLY ONE OF THE FOLLOWING:

By internet. The website for voting is www.investorvote.com/HBCP. In order to vote via the internet, you need the control number on your Notice or proxy card. Each stockholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. The internet voting system is available 24 hours a day, seven days a week, until 1:00 a.m. Central Time on Friday, May 12, 2023. Once you are logged on to the internet voting system, you can record your voting instructions. If you use the internet voting system, you do not need to return your proxy card.
By telephone. If you are a registered holder, you may vote via telephone by calling 1-800-652-8683. The telephone voting system is available 24 hours a day, seven days a week, until 1:00 a.m. Central Time on Friday, May 12, 2023. In order to vote by telephone, you need the control number on your notice or proxy card. Each shareholder has a unique control number so we can ensure all voting instructions are genuine and prevent duplicate voting. Once you are logged on the telephone voting system, a series of prompts will tell you how to record your voting instructions. If you use the telephone voting system, you do not need to return your proxy card.
By mail. If you received a paper copy of the proxy materials in the mail, you may vote your shares by signing and dating your proxy card and returning it in the envelope provided. If you mail your proxy card, Computershare must receive it by Thursday, May 11, 2023.
In person. You may attend the Annual Meeting and provide your voting instructions to the Inspectors of Election. However, you can vote by any of the methods above prior to the meeting and still attend the Annual Meeting. In all cases, a vote at the Annual Meeting will revoke any prior votes. Please note that if your shares are held through a broker or “street name”, then you are not the shareholder of record and you must ask your broker or other nominee how you can vote at the Annual Meeting.

Shares held in “street” or “nominee” name (through a bank, broker or other nominee).  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and your broker or other nominee is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker or other nominee on how to vote.

You may receive the proxy card or a separate voting instruction form from your bank, broker or other nominee holding your shares. You should follow the instructions on the proxy card or voting instruction form provided by your bank, broker or other nominee in order to instruct your bank, broker or other nominee on how to vote your shares. The availability of telephone or internet voting will depend on the voting process of the bank, broker or other nominee. To vote in person at the Annual Meeting, you must obtain a proxy, executed in your favor, from your bank, broker or other nominee holding your shares.
If you own shares in “street name” through a bank, broker or other nominee and do not instruct your bank, broker or nominee how to vote, your bank, broker or other nominee may not vote your shares on proposals determined to be “non-routine.” Of the proposals included in this Proxy Statement, the proposal to ratify the appointment of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, is considered to be “routine.” The election of directors, a non-binding resolutions to approve the compensation of our named executive officers and the advisory vote on the frequency of future non-binding votes on the compensation of our named executive officers are considered to be "non-routine" matters. Therefore, if you do not provide your bank, broker or other nominee holding your shares in “street name” with voting instructions, those shares will count for quorum purposes, but will not be counted as shares present and entitled to vote on the election of directors, a non-binding resolution to approve the compensation of our named executive officers and the frequency of the non-binding resolution to approve the compensation of our named executive officers. Therefore, it is important that you provide voting instructions to your bank, broker or other nominee.

Regardless of how you own your shares, if you are a shareholder of record or hold your shares in street name and obtain a legal proxy from your broker or nominee, you may vote by attending the Annual Meeting. Even if you plan to attend

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the Annual Meeting, we recommend that you submit your voting instructions or proxy or vote by telephone or the internet so that your vote will be counted if you later decide not to attend the meeting.

It is possible that we may hold the Annual Meeting by means of remote communications. If we take this step, we will issue a press release, which will be filed with the SEC as additional proxy material, in advance of the Annual Meeting date with details on how to participate in the Annual Meeting. Please monitor the "Investor Relations" tab at our website, www.home24bank.com or www.investorvote.com/HBCP for updated information that may be provided regarding the Annual Meeting.

If my shares are held in "street name" by my broker, could my broker automatically vote my shares for me?

If your shares are held in "street name," your broker may not vote on the election of directors, the non-binding resolution to approve the compensation of our named executive officers, or the advisory vote on the frequency of future non-binding votes on the compensation of our named executive officers if you do not furnish instructions for such proposal. You should use the voting instruction card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares will be considered "broker non-votes."

Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or the persons entitled to vote those shares and the broker or other nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to elect directors, the non-binding resolution to approve the compensation of our named executive officers, and the advisory vote on the frequency of future non-binding votes on the compensation of our named executive officers are not items on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions.

Your broker may vote in its discretion on the ratification of the appointment of our independent registered public accounting firm if you do not furnish instructions.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of votes that all shareholders are entitled to cast at the meeting will constitute a quorum. Proxies received but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.

What are the Board of Directors’ recommendations?

The recommendations of the Board of Directors are set forth under the description of each proposal in this proxy statement. In summary, the Board of Directors recommends that you vote FOR the nominees for director described herein, FOR the non-binding resolution to approve the compensation for our named executive officers, FOR three years on the advisory vote on the frequency of future non-binding votes on the compensation of our named executive officers and FOR ratification of Wipfli LLP as our independent registered public accounting firm for the year ending December 31, 2023.

The proxy solicited hereby, if properly signed and returned to us and not revoked prior to its use, will be voted in accordance with your instructions contained in the proxy. If a proxy is properly signed and returned, but no instructions are given, it will be voted in the manner recommended by the Board of Directors and, upon the transaction of such other business as may properly come before the meeting, in accordance with the best judgment of the persons appointed as proxies. Proxies solicited hereby may be exercised only at the Annual Meeting and any adjournment of the Annual Meeting and will not be used for any other meeting.

What vote is required to approve each item?

The election of directors will be determined by a plurality of the votes cast at the Annual Meeting. The nominees for director receiving the most “for” votes will be elected. The affirmative vote of a majority of the votes cast at the Annual Meeting is required for approval of the non-binding resolution to approve the compensation of our named executive officers and ratify the appointment of Wipfli LLP for the year ending December 31, 2023. The option (either every three years, every two years or every year) on the advisory vote regarding the frequency of future non-binding votes receiving the greatest number of votes cast will be the frequency that shareholders approve. Abstentions and broker non-votes are

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considered in determining the presence of a quorum, but will not affect the vote required on the proposals to be considered at the Annual Meeting.

Where can I find directions to the Annual Meeting?

Directions to the Annual Meeting are available through our Investor Relations website at http://home24bank.investorroom.com.

Board Leadership Structure and the Board’s Role in Risk Oversight

Since May 2020, John W. Bordelon has served as the Chairman of the Board and as the President and Chief Executive Officer of the Company and the Bank. The Board of Directors of the Company has determined that the appointment of Mr. Bordelon as Chairman, who has served as our President and Chief Executive Officer since 1993, promotes a unity of vision for the Company as it continues to implement its strategic goals. In addition, the President and Chief Executive Officer is the director most familiar with our business and operations and is best situated to lead discussions on important matters affecting the business of the Company. By combining the President and Chief Executive Officer and Chairman positions, the Board believes there is a firm link between management and the Board which promotes the development and implementation of our corporate strategy and goals. The Board is aware of the potential conflicts that may arise when an insider chairs the Board, but believes these will be limited by existing safeguards which include the fact that as a bank holding company, the operations of the Company are highly regulated.

Risk is inherent with every business, particularly financial institutions. We face a number of risks, including credit risk, interest rate risk, liquidity risk, price risk, operational risk, compliance risk, strategic risk and reputational risk. Management is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to ensure that the risk management processes designed and implemented by management are adequate and functioning as designed. In this regard, the Chairman of the Board meets regularly with management to discuss strategy and various risks facing the Company.

Members of executive management regularly attend meetings of the Board of Directors and address any questions or concerns raised by the Board on risk management or other matters. The Board’s risk oversight function is carried out through, among other factors, its review and approval of various policies and procedures, such as the Bank’s lending and investment policies, ratification or approval of loans exceeding certain thresholds, and regular review of risk elements.

Board Diversity Matrix (as of March 23, 2023)

Diversity is one of the many factors considered when evaluating potential candidates to serve on the Board. The Company generally views and values diversity from the perspective of professional and life experiences, as well as representative of the markets in which we do business. Home Bancorp recognizes that diversity in professional and life experiences may include consideration of gender, race, cultural background, or national origin, in identifying individuals who possess the qualifications that the Nominating & Governance Committee believes are important to be represented on the Board. The Company believes that the inclusion of diversity as one of many factors considered in selecting director nominees is consistent with the Company's goal of creating a Board that best serves our needs and those of our shareholders. Statistics for our director nominees are presented below.

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Total Number of Directors: 8   Female   Male   Non-Binary   Did not
Disclose
Gender
Part I: Gender Identity                
Number of directors based on gender identity   1   7    
Part II: Demographic Background                
African American or Black     1    
Alaskan Native or Native American        
Asian        
Hispanic or Latinx        
Native Hawaiian or Pacific Islander        
White   1   6    
LGBTQ+  
Did not disclose demographic background  

Stock Ownership Guidelines

To further align management’s interests with those of shareholders, the Company expects directors and our President and Chief Executive Officer to establish and maintain a significant level of stock ownership. Under such guidelines, non-employee directors are expected to own our common stock with a value of at least $150,000 or, if shares of our common stock have a market value of $25.00 per share or less, at least 6,000 shares, and our President and Chief Executive Officer is expected to own shares with a value of not less than four times his annual salary. The Company’s non-employee directors and President and Chief Executive Officer satisfy the stock ownership guidelines. New non-employee directors and any new President and Chief Executive Officer are expected to satisfy the Company’s stock ownership guidelines within an eighteen-month period.

Compensation Policies and Practices as They Relate to Risk Management

The Compensation Committee of the Board of Directors has reviewed the Company’s policies and practices applicable to employees, including the Company’s benefit plans, arrangements and agreements, and does not believe that they are reasonably likely to have a material adverse effect on the Company. The Committee does not believe the Company’s policies and practices encourage officers or employees to take unnecessary or excessive risks or behavior focused on short-term results rather than the creation of long-term value.

Executive Officers Who Are Not Directors

Jason P. Freyou. Age 58. Mr. Freyou joined the Company and the Bank in March 2015 as Senior Executive Vice President and Chief Operations Officer. Previously, Mr. Freyou served as Chief Investment Officer for JD Bank from July 2014 to March 2015, and as Chief Operations Officer of Teche Federal Bank from July 2008 to July 2014.

Darren E. Guidry. Age 60. 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 41. 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

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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 $20,000 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 $441 in 2022.

The table below summarizes the total compensation paid to our directors for the fiscal year ended December 31, 2022, except for Mr. Bordelon whose compensation is in the Summary Compensation Table below.

Name 

Fees Earned

or

Paid in Cash

  

Stock

Awards(1)

  

Option

Awards

  

All Other

Compensation(2)

   Total 
J. Scott Ballard  $29,350   $20,916   $   $441   $50,707 
Paul J. Blanchet, III   42,450    20,916        441    63,807 
Daniel G. Guidry   48,150    20,916        441    69,507 
John A. Hendry   39,400    20,916        441    60,757 
Chris P. Rader   40,750    20,916        441    62,107 
Ann Forte Trappey   45,200    20,916        441    66,557 
Donald W. Washington   37,300    20,916        441    58,657 

______________________________________

(1)Reflects the aggregate grant date fair value computed in accordance with ASC Topic 718.

As of December 31, 2022, our directors had outstanding stock awards as follows:

 

Name  RSUs 
J. Scott Ballard   600 
Paul J. Blanchet, III   1,625 
Daniel G. Guidry   1,625 
John A. Hendry   1,625 
Chris P. Rader   1,625 
Ann Forte Trappey   1,040 
Donald W. Washington   600 
(2)Christmas gift.

 

Committees and Meetings of the Board of Directors

During the year ended December 31, 2022, the Board of Directors of Home Bancorp met nine times. No director of Home Bancorp attended fewer than 75% of the aggregate of the total number of Board meetings held during the period for which he has served as a director and the total number of meetings held by all committees of the Board on which he served. A majority of our directors are independent directors as defined in the Nasdaq listing standards. The Board of Directors has determined that Ms. Trappey and Messrs. Ballard, Blanchet, Guidry, Hendry, Rader and Washington are independent directors. Members of the Board also serve on committees of Home Bank, N.A.

 

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Membership on Certain Board Committees. The Board of Directors of Home Bancorp has established an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee (“Nominating Committee”). The following table sets forth the membership of such committees as of the date of this proxy statement.

Name  

Audit

Committee

 

Compensation

Committee

 

Nominating

Committee

J. Scott Ballard   *        
Paul J. Blanchet, III   **   *    
Daniel G. Guidry       *   *
John A. Hendry   *   **   *
Chris P. Rader   *   *   **
Donald W. Washington   *        

____________________________________

**          Chairman.

Audit Committee. The Audit Committee reviews with management and our independent registered public accounting firm Home Bancorp’s internal control over financial reporting, reviews our annual financial statements, including the Form 10-K and monitors the Company’s adherence to generally accepted accounting principles. The Audit Committee is currently comprised of five directors, all of whom are independent directors as defined in the Nasdaq’s listing standards. Mr. Blanchet, a certified public accountant and retired partner in the accounting firm of Broussard Poche’ LLP, has been designated as our Audit Committee Financial Expert by the Board of Directors. The Audit Committee of Home Bancorp met 15 times in 2022. The committee’s charter is available on our website at www.home24bank.com under the Investor Relations heading.

Compensation Committee. It is the responsibility of the Compensation Committee of Home Bancorp to set the compensation of Home Bancorp’s Chief Executive Officer and Chief Financial Officer as well as other executive officers. The Compensation Committee of Home Bancorp met three times in 2022. The Compensation Committee is currently comprised of four directors, all of whom are independent directors as defined in the Nasdaq’s listing standards. The committee’s charter is available on our website at www.home24bank.com under the Investor Relations heading.

Nominating Committee

The Nominating Committee considers various criteria when selecting individuals for nomination including: ensuring that the Board of Directors, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that could qualify a director as a “financial expert,” as that term is defined by the rules of the SEC), local or community ties, minimum individual qualifications, including strength of character, mature judgment, familiarity with our business and industry, independence of thought and an ability to work collegially. The Nominating Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors, such as industry or board expertise. The Nominating Committee will also consider candidates for director suggested by our management or shareholders. Any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described under “Shareholder Proposals, Nominations and Communications with the Board of Directors” at page 38 below. Director nominations for the 2023 annual meeting were made by all independent directors. Each of the current members of the Nominating Committee is an independent director as defined in the Nasdaq listing standards. A copy of the Nominating Committee’s charter is available on our website at www.home24bank.com under the Investor Relations heading.

Directors’ Attendance at Annual Meetings

Although we do not have a formal policy regarding attendance by members of the Board of Directors at Annual Meetings of shareholders, we expect that our directors will attend. Six of our directors attended our Annual Meeting of Shareholders held in May 2022.

Code of Conduct and Ethics and Insider Trading Policy

Home Bancorp maintains a comprehensive Code of Conduct and Ethics which requires that our directors, officers and employees avoid conflicts of interest; maintain the confidentiality of information relating to Home Bancorp and its

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customers; engage in transactions in the common stock only in compliance with applicable laws and regulations and the requirements set forth in the Code of Conduct and Ethics; and comply with other requirements which are intended to ensure that they conduct business in an honest and ethical manner and otherwise act with integrity and in the best interest of Home Bancorp. Our Code of Conduct and Ethics specifically imposes standards of conduct on our Chief Executive Officer, Chief Financial Officer and other persons with financial reporting responsibilities who are identified in regulations issued by the SEC dealing with corporate codes of conduct.

Our directors, officers and employees are required to affirm in writing that they have reviewed and understand the Code of Conduct and Ethics. A copy of our Code of Conduct and Ethics is available on our website at www.home24bank.com under the Investor Relations heading. In accordance with the listing requirements of the Nasdaq Stock Market, we will disclose on a Form 8-K filed with the SEC, any waivers to this Code of Conduct and Ethics with respect to any of our directors or executive officers.

The Company also has adopted a Statement of Policy and Procedures Governing Trading in Shares of Home Bancorp, Inc. (the “Insider Trading Policy”), which is applicable to the Company’s directors, senior officers and individuals residing in their households. The Insider Trading Policy provides guidelines and procedures with respect to the use of material non-public information and prohibits engaging in transactions in the Company’s Common Stock in violation of applicable law and regulations of the SEC. The Insider Trading Policy also directs that our directors and senior officers may not enter into hedging transactions with respect to Company Common Stock unless any such transactions have been pre-cleared by the Company’s Board of Directors upon review of a written request by the director or senior officer which provides the rationale for such transaction.

 

INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING

DIRECTORS AND EXECUTIVE OFFICERS

Election of Directors (Proposal One)

Our Articles of Incorporation provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible. The directors are elected by our shareholders for staggered terms and until their successors are elected and qualified. No director is related to any other director or executive officer by first cousin or closer.

At this Annual Meeting, you will be asked to elect three directors for a three-year term expiring in 2026. Shareholders of the Company are not permitted to use cumulative voting for the election of directors. Our Board of Directors, by unanimous action of all of its independent directors, nominated Messrs. Paul J. Blanchet, III, Daniel G. Guidry and Chris P. Rader to a three-year term expiring in 2026. All of the Company’s directors also serve as directors of Home Bank, N.A., the Company’s wholly-owned subsidiary.

Unless otherwise directed, each proxy executed and returned by a shareholder will be voted for the election of the nominees for director listed below. If any person named as a nominee should be unable or unwilling to stand for election at the time of the Annual Meeting, the proxies will nominate and vote for any replacement nominee or nominees recommended by our Board of Directors. At this time, the Board of Directors knows of no reason why any of the nominees listed below may not be able to serve as a director if elected.

The following tables present information concerning the nominees for director and each director whose term continues, all of whom also serve as directors of Home Bank, N.A. Ages are reflected as of March 23, 2023. Where applicable, service as a director includes service as a director of Home Bank, N.A.

 

11 

 

 

Nominees for Director for a Three-Year Term Expiring in 2026

Name   Age  

Principal Occupation During the Past Five Years/

Public Directorships

  Director
Since
Paul J. Blanchet, III   68   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   70   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   55   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, 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.    
             

The Board of Directors recommends that you vote FOR election of all of the nominees for director.

 

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Directors Whose Term Expires in 2024

 

Name   Age  

Principal Occupation During the Past Five Years/

Public Directorships

  Director
Since
J. Scott Ballard   50   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   67   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 40 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.    
             
John A. Hendry   73   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.    

 

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Director Whose Term Expires in 2025

Name   Age  

Principal Occupation During the Past Five Years/

Public Directorships

  Director
Since
             
Ann Forte Trappey   64   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   68   Director since October 15, 2021. Partner at Jones Walker LLP   2021
        Mr.Washington most recently served as the 11th director of the United States Marshals Service (“USMS”).  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 on March 29, 2019.   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.    

 

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MANAGEMENT COMPENSATION

Compensation Discussion and Analysis

Compensation Philosophy and Objectives. Our Compensation Committee has the responsibility for establishing and reviewing our compensation philosophy and objectives. In this role, the Compensation Committee has sought to design a compensation plan that is structured to attract and retain qualified and experienced officers and, at the same time, is reasonable and competitive. Our compensation plan contains various elements including cash compensation, salary and bonuses, stock-based benefit plans and retirement benefits. The cash salary portion of the compensation package is in place to attract and remain competitive in rewarding the daily contributions of the executive. The annual incentive bonus is utilized to reward those contributions to the yearly success of the Company. The stock based benefits are in place to reward the long term improvement in shareholder value created by the efforts of the executive and to retain such executive with the delayed payout of such benefits. The retirement benefits are in place to remain competitive in attracting and retaining strong leaders of the Company. The Compensation Committee reviews the overall compensation of each named executive officer to determine the appropriateness of the level of overall compensation as well as the amount for each element of that compensation based upon the performance of the individual employee and the performance of the Company. It is the intent of the Compensation Committee to target approximately 25% of the overall compensation in long term stock benefits of the executives to ensure the continuous viability of the Company and the improvement of shareholder value.

Role of Executive Officers and Management. The President and Chief Executive Officer provides recommendations to the Compensation Committee on matters of compensation philosophy, plan design and the general guidelines for employee compensation. These recommendations are then considered by the Compensation Committee. The President and Chief Executive Officer generally attends Compensation Committee meetings, but is not present for any discussion of his own compensation.

Elements of Executive Compensation. When setting the compensation of our executive officers, the Compensation Committee generally targets compensation to mirror short and long term performance of the Company. The compensation we provide to our executive officers and other employees primarily consists of the following:

annual base salary;
annual incentive bonuses which are discretionary and determined based upon reaching desired goals;
stock-based benefit plans, consisting of our ESOP, stock options, restricted stock and restricted stock units;
retirement benefits; and
perquisites and other personal benefits.

Base Salary. We provide named executive officers and other employees with a base salary to compensate them competitively for services rendered during the year. Base salary ranges for named executive officers are determined for each employee based on his or her position and responsibility, performance and compensation levels paid by peers to executives in similar positions. The Compensation Committee targets base salaries at the market mid-point (50th percentile) and structures pay-for-performance incentives to the 50th percentile of market for total direct compensation. When performance goals are met and exceeded, the upper quartile of market (75th percentile) would be appropriate under our compensation policies and practices. Salary increases normally take effect in April of each year.

During its review of base salaries for executives, the Compensation Committee primarily considers:

the financial condition and results of operations of the Company;
individual performance of the executive;
review of the executive’s compensation, both individually and relative to other officers;
peer and market data; and
qualifications and experience of the officer.

Base salaries are reviewed annually and adjusted from time to time to align salaries with market levels after taking into account individual responsibilities, performance, experience and overall compensation. In April 2022, the Compensation Committee increased the base salary of Messrs. Bordelon, Freyou, Guidry, and Kirkley by 14.1%, 11.6%, 13.0% and

15 

 

14.29% respectively. Mr. Guidry's received an additional 12.8% increase in October 2022 when he added the role of Chief Risk Officer.

Incentive Bonuses. In addition to base salary, we have established incentive plans for many executives of the Company. The amount of these cash bonuses typically has a stated target based upon reaching desired goals and a predetermined range above and below the target for fluctuations in employee and Company performance. The Compensation Committee has determined that such bonuses provide incentive for short term goals and are appropriate in light of bonuses paid to officers with the same position at comparable institutions, as reported in publicly available proxy statements. The Compensation Committee has developed specific individual or Company performance targets as a measure to determine bonus amounts for each participant. All cash bonuses of the executive officers and all bonus plan designs are evaluated and approved by the Compensation Committee and are ratified by the Board of Directors. In its evaluation, the Compensation Committee seeks to ensure that bonus plans align with the Company’s goals, and risks associated with the plans are effectively mitigated. The compensation plan is designed to compensate the executive via incentive compensation for attaining pre-determined strategic goals of the Compensation Committee during a given year. These goals include, but are not limited to, return on average assets, efficiency ratio, earnings per share growth, loan growth, core deposit growth, and other strategic objectives. Attainment of these goals provides the Company with the framework to become a high performing company. For 2022, the bonuses to Messrs. Bordelon, Freyou, Guidry and Kirkley were $260,000, $88,000, $90,000 and $75,000, respectively, and were determined based upon consideration of the matrix shown below.

Name  Components  2022 YTD (1)  Weight  Threshold  Target  Maximum
John W. Bordelon  Return on average assets   1.25%   50%   0.90    1.06%   1.22%
   Efficiency ratio   60.61%   10%   66.26%   63.10%   59.95%
   Earnings per share  $4.85    10%  $3.51   $4.13   $4.75 
   Strategic objectives-overall   7    30%       5    10 
   Bonus as a percentage of base salary                 40%   60%
                             
Jason P. Freyou  Return on average assets   1.25%   30%   0.90%   1.06%   1.22%
   Efficiency ratio   60.61%   25%   66.26%   63.10%   59.95%
   Operations Management   2.70    15%   2.00    2.40    2.75 
   Operations Strategic Objectives   5    30%       5    10 
   Bonus as a percentage of base salary                 25%   45%
                             
Darren E. Guidry  Return on average assets   1.25%   40%   0.90%   1.06%   1.22%
   Efficiency ratio   60.61%   30%   66.26%   63.10%   59.95%
   Special assets management   5    20%       5    10 
   Strategic objectives-overall   5    10%       5    10 
   Bonus as a percentage of base salary                 25%   45%
                             
David T. Kirkley  Return on average assets   1.25%   30%   0.90%   1.06%   1.22%
   Efficiency ratio   60.61%   25%   66.26%   63.10%   59.95%
   Earnings per share  $4.85    20%  $3.51   $4.13   $4.75 
   Strategic Objectives-overall   5    25%       5    10 
   Bonus as a percentage of base salary                 25%   45%

________________________________________

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(1)2022 YTD adjusted return on average assets, efficiency ratio and earnings per share excludes non-core items, net of taxes, which include $4.1 million provision for acquired Friendswood loans, $1.1 million of PPP income and $1.6 million of merger-related expenses. related allowance for credit losses.

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 from the Compensation Committee under the 2021 Plan in May 2022, which are vesting at a rate of 20% per year over five years. The Compensation Committee believes that the five year vesting of restricted stock units 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 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.

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.”
Retirement and Other Benefits. We also provide all of our employees, including our named executive officers, with tax-qualified retirement benefits through the Home Bank Profit Sharing 401(k) Plan (the “401(k) Plan”). All employees who meet the age and service requirements participate in the 401(k) Plan on a non-discriminatory basis. We provide a 401(k) match to employee contributions, up to specified amounts.
The Company has an employee stock ownership plan (“ESOP”), a tax-qualified plan which purchased 8.0% of the stock in the Company's initial public stock offering. This plan provides all of our employees who meet the age and service requirements with a stake in the performance of our common stock. The plan will distribute the stock over a twenty year period from inception in October 2008.
We also offer various fringe benefits to all of our employees, including our named executive officers, including group policies for medical insurance, life insurance and long term disability. We provide individual and family coverage to employees, with the employee being responsible for a fixed premium, under our self-funded plan. We also provide all of our employees with life and long term disability insurance at no cost to the employee. The President and Chief Executive Officer was provided an automobile and was charged for personal mileage on his Form W-2. We pay club dues for the Chief Executive Officer, Chief Operations Officer and Chief Risk Officer. The Chief Executive Officer has three club memberships for meetings with customers. The Chief Risk Officer and Chief Operations Officer have one club membership each for meetings with customers. The Compensation Committee believes such benefits are appropriate and assist such officers in fulfilling their employment obligations.

Clawback Policy

The Company’s Board of Directors has instituted a “clawback” policy with respect to incentive compensation. The clawback policy mitigates the risks associated with the Company’s compensation policies, because certain executive employees will be required to repay compensation in the circumstances identified in the policy. The clawback policy provides that our Board of Directors will seek recoupment of incentive based compensation paid or granted to our named executive officers in the event of a material restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under Federal securities laws. If the Company is required to make an accounting restatement, the policy requires the Board to seek to recover amounts of incentive compensation erroneously paid (that is, the excess of what amounts would have been paid to the executive under the restated financial statements) to the named executive officers during the three years preceding such restatement. The Board of Directors will reevaluate and, if necessary, revise the Company’s clawback policy to comply with the Dodd-Frank Wall Street

17 

 

Reform and Consumer Protection Act once the rules implementing the clawback requirements have been finalized by the SEC.

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 supplemental retirement benefits up to $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 and restated the salary continuation agreement previously entered into with our Chief Risk Officer in 2007 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 (as an amendment and restatement of his prior plan) 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

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, 2022, 2021 and 2020. All cash compensation has been paid by Home Bank. The Company has not paid separate cash compensation to our executive officers.

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   2022   $454,385   $108,066   $   $260,000   $   $116,291   $938,742 
President and Chief   2021    408,904    73,540    14,321    225,000        113,620    835,385 
Executive Officer   2020    400,500    31,336    3,377    225,000    169,102    61,101    890,416 
                                         
Jason P. Freyou   2022    252,484    50,721        88,000    78,760    49,336    519,301 
Senior Executive Vice President   2021    230,195    45,963    14,321    85,000    50,137    53,093    478,709 
and Chief Operations Officer   2020    223,253    20,671    2,814    78,133    48,174    16,430    389,475 
                                         

 

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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
Darren E. Guidry   2022    225,692    43,575        90,000    71,912    72,430    503,609 
Senior Executive Vice President   2021    197,297    40,447    12,411    73,500    33,477    74,881    432,013 
and Chief Credit Officer   2020    189,960    18,692    2,814    66,480    31,533    16,433    325,912 
                                         
David T.  Kirkley(4)   2022    193,269    38,172        75,000    2,962    44,676    354,079 
Senior Executive Vice President   2021    175,000    29,416    9,547    55,000        29,342    298,305 
and Chief Financial Officer   2020    119,615    5,498    1,407    40,000        3,712    170,232 
                                         

________________________________

(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, 2022.
(2)Reflects the increase in the actuarial present values of the salary continuation plans for Messrs. Freyou, Guidry and Kirkley.
(3)For 2022, includes employer contributions under the Home Bank 401(k) Profit Sharing Plan in the amount of $12,215, $12,215, $12,015 and $9,934 for Messrs. Bordelon, Freyou, Guidry and Kirkley, respectively, contributions to the Company’s ESOP in the amount of $36,916, $13,050, $31,051 and $11,551 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 $29,350, director’s Christmas gift of $441 and the payment of premiums for long-term disability insurance.
(4)Mr. Kirkley was promoted to Chief Financial Officer from Treasurer on November 23, 2020.

Grants of Plan-Based Awards

The following table provides information with respect to awards granted to the named executive officers during 2022.

 

   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      $   $188,000   $282,000         
    5/12/2022                   3,100   $108,066 
                               
Jason P. Freyou      $   $64,938   $116,889         
    5/12/2022                   1,455   $50,721 
                               
Darren E. Guidry      $   $63,750   $114,750         
    5/12/2022                   1,250   $43,575 
                               
David T. Kirkley      $   $50,000   $90,000         
    5/12/2022                   1,095   $38,172 
                               

__________________________________

 

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(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 the beginning on page 18.
(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.
(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, 2022.

Outstanding Equity Awards at Fiscal Year-End. The table below sets forth outstanding equity awards at December 31, 2022 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”).

    Option Awards   Stock Awards
        Number of Securities
Underlying Unexercised
Options
(1)
      Option
Expiration
Date
  Grant
Date
  Number
of Shares
or Units of
Stock
That Have
Not
Vested
  Market
Value
of Shares or
Units of
Stock That
Have Not
Vested(2)
Name Grant
Date
Unexercisable   Exercisable Exercise
Price
 
John W. Bordelon   5/12/2017     900   35.26   5/12/2027   5/12/2017    
    5/23/2018   200   800   45.12   5/23/2028   5/23/2018   250   10,008
    5/23/2019   480   720   35.85   5/23/2029   5/23/2019   570   22,817
    3/12/2020   720   480   21.99   3/12/2030   3/12/2020   855   34,226
    5/12/2021   1,200   300   36.77   5/12/2031   5/12/2021   1,600   64,048
    5/12/2022         -   5/12/2022   3,100   124,093
                                 
Jason P. Freyou   3/12/2015     800   21.16   3/12/2025        
    5/23/2016     2,100   28.00   5/23/2026        
    5/12/2017     1,325   35.26   5/12/2027   5/12/2017    
    5/23/2018   160   640   45.12   5/23/2028   5/23/2018   165   6,605
    5/23/2019   400   600   35.85   5/23/2029   5/23/2019   370   14,811
    3/12/2020   600   400   21.99   3/12/2030   3/12/2020   564   22,577
    5/12/2021   1,200   300   36.77   5/12/2031   5/12/2021   1,000   40,030
    5/12/2022           5/12/2022   1,455   58,244
                                 
Darren E. Guidry   5/12/2015     1,400   22.25   5/12/2025        
    5/23/2016     1,600   28.00   5/23/2026        
    5/12/2017     1,000   35.26   5/12/2027   5/12/2017    
    5/23/2018   160   640   45.12   5/23/2028   5/23/2018   156   6,245
    5/23/2019   400   600   35.85   5/23/2029   5/23/2019   340   13,610
    3/12/2020   600   400   21.99   3/12/2030   3/12/2020   510   20,415
    5/12/2021   1,040   260   36.77   5/12/2031   5/12/2021   880   35,226
    5/12/2022           5/12/2022   1,250   50,038
                                 
David T. Kirkley   5/12/2015     650   22.25   5/12/2025        
    5/23/2016     650   28.00   5/23/2026        
    5/12/2017     400   35.26   5/12/2027   5/12/2017    
    5/23/2018   100   400   45.12   5/23/2028   5/23/2018   40   1,601
    5/23/2019   200   300   35.85   5/23/2029   5/23/2019   120   4,804

 

20 

 

    Option Awards   Stock Awards
        Number of Securities
Underlying Unexercised
Options
(1)
      Option
Expiration
Date
  Grant
Date
  Number
of Shares
or Units of
Stock
That Have
Not
Vested
  Market
Value
of Shares or
Units of
Stock That
Have Not
Vested(2)
Name Grant
Date
Unexercisable   Exercisable Exercise
Price
 
    3/12/2020   300   200   21.99   3/12/2030   3/12/2020   150   6,005
    5/12/2021   800   200   36.77   5/12/2031   5/12/2021   640   25,619
    5/12/2022         -   5/12/2022   1,095   43,833

___________________________________

(1)Options vest at a rate of 20% per year commencing on the first anniversary of the date of grant.
(2)Market value is calculated based on the closing price of $40.03 on December 31, 2022.

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 2022.

   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   1,400   $20,762    1,520   $54,156 
Jason P. Freyou           928    33,121 
Darren E. Guidry           856    30,537 
David T. Kirkley   4,000    73,320    350    12,406 

__________________________________________

(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.
(2)Value determined by multiplying the number of vested shares by the market value of the underlying shares on the vesting date.

Benefit Plans

Salary Continuation Agreements. Effective August 1, 2007, the Bank entered into a salary continuation agreement with its President and Chief Executive Officer, John W. Bordelon. The agreement, which was amended and restated as of May 20, 2019, provides that Mr. Bordelon will receive an annual retirement benefit for a period of 10 years, with the annual benefit equal to $214,000 if he retires after age 62. The retirement benefits vested over a period of 10 years. Mr. Bordelon is currently fully vested in a normal retirement benefit of $214,000 per year. If Mr. Bordelon dies while still employed, the Bank will pay Mr. Bordelon’s beneficiary the same benefits entitled to prior to death. If Mr. Bordelon has a separation from service within 24 months following a change in control, the Bank will pay the annual benefit in twelve equal monthly installments for ten years.

Effective May 20, 2019, the Bank entered into an additional salary continuation agreement with its President and Chief Executive Officer, John W. Bordelon. The additional agreement provides that Mr. Bordelon will receive an annual retirement benefit for a period of 10 years, with the annual benefit equal to $26,000 if he retires after age 65. Mr. Bordelon is currently fully vested in a normal retirement benefit of $26,000 per year under this agreement.

A nonqualified salary continuation agreement was also entered into with Darren E. Guidry, effective August 1, 2007. Mr. Guidry’s agreement, as amended and restated on May 23, 2022, provides for a retirement benefit of $125,000 per year if he remains employed until age 65, payable in equal monthly installments for a period of ten years. His retirement benefits vested over a period of 12 years, and became fully vested on August 1, 2019. In the event of early retirement, the Bank will pay Mr. Guidry his vested benefits in 120 equal monthly installments upon his attaining age 65. If Mr. Guidry dies while still employed prior to a separation from service or normal retirement age, then no benefits will be paid under the agreement. If Mr. Guidry has a separation from service within 24 months following a change in control but prior to reaching age 65, the Bank shall pay him the greater of (i) the accrual balance as of the end of the plan year immediately preceding the executive’s separation from service or (ii) three hundred thousand dollars ($300,000).

A similar nonqualified salary continuation agreements was entered into with Mr. Jason P. Freyou, effective May 20, 2019. Mr. Freyou's agreement, as amended and restated on May 23, 2022, provides for a retirement benefit of $125,000 per year if he remains employed until age 65, payable in equal monthly installments for a period of ten years. His retirement benefits vest at the rate of 20% per year, commencing on the sixth anniversary of the date of hire. As of December 31, 2022, Mr. Freyou was 40% vested. In the event of early retirement, the Bank will pay Mr. Freyou's vested benefits in 120 equal monthly installments upon attaining age 65. If Mr. Freyou dies while still employed prior to a separation from service or normal retirement age, then no benefits will be paid under the agreement. If Mr. Freyou has a separation from service within 24 months following a change in control

21 

 

but prior to reaching age 65, the Bank shall pay an amount equal to the greater of (i) the accrual balance as of the end of the plan year immediately preceding the executive’s separation from service or (ii) three hundred thousand dollars ($300,000).

A similar nonqualified salary continuation agreements was entered into with Mr. David T. Kirkley, effective May 23, 2022. Mr. Kirkley's agreement, provides for a retirement benefit of $125,000 per year if he remains employed until age 65, payable in equal monthly installments for a period of ten years. His retirement benefits vest at the rate of 20% per year, commencing on the sixth anniversary of his most recent appointment date as an Executive. As of December 31, 2022, Mr. Kirkley was 0% vested. In the event of early retirement, the Bank will pay Mr.Kirkley's vested benefits in 120 equal monthly installments upon attaining age 65. If Mr. Kirkley dies while still employed prior to a separation from service or normal retirement age, then no benefits will be paid under the agreement. If Mr. Kirkley has a separation from service within 24 months following a change in control but prior to reaching age 65, the Bank shall pay an amount equal to the greater of (i) the accrual balance as of the end of the plan year immediately preceding the executive’s separation from service or (ii) three hundred thousand dollars ($300,000).

In each case, benefits for each of the above executives are subject to a six-month delay to the extent required by the Internal Revenue Code.

The table below shows the present value of accumulated benefits payable to Messrs. Bordelon, Freyou, Guidry and Kirkley under the salary continuation agreements. The salary continuation agreements do not include any provision regarding years of credited service.

Name  Plan Name 

Number of Years

Credited Service

 

Present Value of

Accumulated

Benefit (1) (2)

 

Payments

During

Last Fiscal Year

 John W. Bordelon (3)  Salary Continuation Plan  n/a  $1,614,341   $ 
John W. Bordelon (4)  Salary Continuation Plan  n/a   214,715     
Jason P. Freyou  Salary Continuation Plan  n/a   208,134     
Darren E. Guidry  Salary Continuation Plan  n/a   405,016     
David T. Kirkley  Salary Continuation Plan  n/a   2,962      

__________________________________________

(1)Reflects the actuarial present value as of December 31, 2022, assuming normal retirement age (62 for Mr. Bordelon under his 2007 salary continuation plan and 65 for Mr. Guidry). A discount rate of 6% was assumed in calculating the present value.
(2)Reflects the actuarial present value as of December 31, 2022, assuming normal retirement age (65 for Messrs. Bordelon, Freyou and Kirkley). A discount rate of 4% was assumed in calculating the present value.
(3)Payments pursuant to Mr. Bordelon's salary continuation plan dated August 1, 2007, as amended.
(4)Payments pursuant to Mr. Bordelon's salary continuation plan dated May 20, 2019.

Employment Agreements

In May 2019, the Company amended and restated its existing employment agreement with John W. Bordelon, and the Bank amended and restated its existing employment agreements with Mr. Bordelon and Jason P. Freyou and Darren E. Guidry. In May 2021, the Company entered into an employment agreement with Mr. Kirkley. In May 2022, the Company extended the terms of all of the agreements for one year. The employment agreements with Mr. Bordelon, as amended, have a term expiring on May 20, 2025, and the terms of the employment agreements with the other executive officers, as amended, have a term expiring on May 20, 2024. At least annually, the Board of Directors of the Company and Home Bank will consider whether to renew and extend the term of the agreements. Any such renewals or extensions

22 

 

of the agreements will be reflected in an amendment or supplement to such agreement. The employment agreements between the Bank and the named executive officers are terminable with or without cause by the Bank. The employment agreements provide that in the event of a termination of employment by the Bank other than due to cause, disability, death, retirement or in the event of a voluntary termination by the officer for “good reason” (which includes a change in the officer’s position, salary or duties without his consent), in each case other than a termination of employment in connection with a change in control of the Company or the Bank, each officer would be entitled to (1) an amount of cash severance which is equal to one times (three times in the case of Mr. Bordelon) the amount of his base salary as of the date of termination and (2) continued participation in certain employee benefit plans of Home Bank, including medical and dental plans, until the earlier of 12 months (36 months in the case of Mr. Bordelon) or the date the executive receives substantially similar benefits from full-time employment with another employer. In the event of termination of employment within three months prior to, concurrently with or within 12 months following a change in control of the Company or the Bank, including a voluntary termination by the officer for good reason, as defined, each officer would be entitled to (1) an amount of cash severance which is equal to two times (three times in the case of Mr. Bordelon) the sum of his base salary as of the date of termination plus his prior year’s bonus and (2) continued participation in certain employee benefit plans, including medical and dental plans, until the earlier of 24 months (36 months in the case of Mr. Bordelon) or the date the officer receives substantially similar benefits from another employer upon his full-time employment. In the event an officer’s employment is terminated due to cause, death, disability or retirement, he will have no rights under the employment agreements to any compensation or benefits following the date of termination. In the event any of the payments to be made under the employment agreements or otherwise upon termination of employment are deemed to constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (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.

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, 2022.

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)  $   $   $1,410,001   $2,085,001   $   $ 
ESOP allocations (c)               13,789         
Medical benefits (d)           66,387    66,387         
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)               18,907    18,907     
Unvested restricted stock awards (j)               255,191    255,191     
                               
Total payments and benefits (k)  $   $   $1,487,940   $2,450,827   $274,098   $ 

 

23 

 

The following table describes the potential payments to Jason P. Freyou, Senior Executive Vice President and Chief Operations Officer, upon an assumed termination of employment or a change in control as of December 31, 2022.

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)  $   $   $259,753   $689,506   $   $ 
ESOP allocations (c)               4,875         
Medical benefits (d)           29,389    61,717         
Other welfare benefits (e)           1,333    2,799         
Additional salary continuation agreement benefits (f)               300,000         
§280G tax cutback (g)                        
Equity awards: (h)                              
Unvested stock options (i)               16,408    16,408     
Unvested restricted stock awards (j)               142,267    142,267     
                               
Total payments and benefits (k)  $   $   $290,475   $1,217,572   $158,675   $ 

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, 2022.

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)  $   $   $255,000   $657,000   $   $ 
ESOP allocations (c)               11,598         
Medical benefits (d)           29,389    61,717         
Other welfare benefits (e)           1,228    2,579         
Additional salary continuation agreement benefits (f)                        
§280G tax cutback (g)                        
Equity awards: (h)                              
Unvested stock options (i)               15,886    15,886     
Unvested restricted stock awards (j)               125,534    125,534     
                               
Total payments and benefits (k)  $   $   $285,617   $874,314   $141,420   $ 

24 

 

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, 2022.

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)  $   $   $200,000   $510,000   $   $ 
ESOP allocations (c)               4,315         
Medical benefits (d)           28,836    60,555         
Other welfare benefits (e)           1,267    2,660         
Additional salary continuation agreement benefits (f)               300,000         
§280G tax cutback (g)                        
Equity awards: (h)                              
Unvested stock options (i)               8,856    8,856     
Unvested restricted stock awards (j)               81,861    81,861     
                               
Total payments and benefits (k)  $   $   $230,103   $968,247   $90,717   $ 

 

______________________________________

(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.
(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. Freyou, 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. Freyou, Guidry and Kirkley.
(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, 2022 closing price of $40.03 per share, the value of the remaining unallocated ESOP shares exceeds the remaining principal balance of the loan by approximately $5,400,639. The amounts shown represent each executive’s estimated share of such excess amount.
(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. Freyou, 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. Freyou, 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.

25 

 

(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. Freyou, 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. Freyou, 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.
(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, Freyou, 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, 2022 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 $57,982 respectively, with the benefits starting in July 2023 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 $214,715 in July 2023 if his employment had terminated as of December 31, 2022 outside of a change in control. If Messrs. Freyou, 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, Freyou, Guidry and Kirkley had terminated as of December 31, 2022 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, 2023, Mr. Freyou and Mr. Kirkley would have received a lump sum change in control benefit of $300,000 on July 1, 2023, and Mr. Guidry would have received a lump sum change in control benefit of approximately $363,896 on July 1, 2023. In addition, Mr. Bordelon would have received a lump sum change in control benefit of $214,715 on July 1, 2023, under his 2019 agreement. In the event Mr. Bordelon’s employment had terminated due to disability as of December 31, 2022, his annual retirement benefit would have been $214,000 for 10 years, commencing in 2023. The disability benefit for each of Messrs. Freyou and Guidry is the same as their early termination benefit. If Mr. Bordelon had died on December 31, 2022, his beneficiary would have received his normal retirement benefit commencing on April 1, 2023. If Messrs. Freyou, Guidry and Kirkley had died on December 31, 2022, no benefits would have been distributed.
(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.
(h)As of December 31, 2022, based on the closing price of $40.03 per share of our common stock on December 31, 2022, Messrs. Bordelon, Freyou, Guidry and Kirkley held vested options with a cash value of approximately $16,940, $57,381, $59,482 and $26,799, respectively.
(i)The amounts represent the value of the unvested stock options held by Messrs. Bordelon, Freyou, Guidry and Kirkley that had an exercise price below the December 31, 2022 closing price of $40.03 per share, based on the difference between the December 31, 2022 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.
(j)The amounts represent the value of the unvested restricted stock awards held by Messrs. Bordelon, Freyou, Guidry and Kirkley based on the December 31, 2022 closing price of $40.03 per share. All unvested restricted stock awards will become fully vested upon an executive’s death or disability or upon 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.
(l)If the employment of Messrs. Bordelon, Freyou, Guidry and Kirkley had terminated at December 31, 2022 due to death, the executive’s beneficiaries or estate would have received life insurance proceeds of approximately $1.0 million, $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, Freyou, Guidry and Kirkley had terminated due to disability, the executives would have received disability benefits of $17,300, $12,624, $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. Freyou, 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, Freyou, Guidry and Kirkley's unvested stock options and unvested restricted stock awards will become fully vested upon death or disability.

 

26 

 

Related Party Transactions

Loans and Extensions of Credit. The Bank offers loans to its directors, officers and employees as well as members of their immediate families and others who are considered “related persons” under Item 404 of Regulation S-K of the SEC. Any loans by the Bank to related persons were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the Bank. None of these loans involve more than the normal risk of collectability or present other unfavorable features. All of these loans were performing according to their original terms at December 31, 2022. None of the Bank’s loans to any of its directors, executive officers, any of their immediate family members or to any related persons were non-accrual, past due, restructured or deemed potential problem loans at December 31, 2022.

Section 22(h) of the Federal Reserve Act generally provides that any credit extended by a savings institution, such as the Bank, to its executive officers, directors and, to the extent otherwise permitted, principal stockholder(s), or any related interest of the foregoing, must be on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions by the savings institution with non-affiliated parties; unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the institution and (ii) does not give preference to any director, executive officer or principal stockholder, or certain affiliated interests of either, over other employees of the savings institution, and must not involve more than the normal risk of repayment or present other unfavorable features.

Review, Approval or Ratification of Transactions with Related Persons. Regulations of the Office of the Comptroller of the Currency require that if any director or executive officer has any interest in a matter to be considered by the Bank’s Board of Directors, he or she must fully disclose such interest, refrain from participating in the Board’s discussion of the matter and recuse him or herself from voting on the matter. The Bank and its directors and executive officers, adhere to the regulations of the Office of the Comptroller of the Currency in acting upon any matter in which a director or executive officer has a direct or indirect personal interest. Such matters may be approved by the Board provided that a majority of the non-interested directors conclude that the transaction is in the best interests of the Bank and consistent with all Federal regulations and the Bank’s policies. The Board’s minutes will reflect the interest of the subject director or executive officer and note that he or she did not participate in the discussion of, or vote on, the matter.

 

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, 2022.  A total of 437 employees were included in the analysis. Compensation was measured over the 12-month period beginning on January 1, 2022 and ending on December 31, 2022.

The median employee compensation was determined using 2022 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 2022 total compensation of $938,742 as reflected in the Summary Compensation Table included in this Proxy Statement. The median employee’s total compensation for 2022 that would be reportable in the Summary Compensation Table was $53,916. As a result, the CEO pay ratio is 17:1.

 

27 

 

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 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.

               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")
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%

_______________________________

1.John W. Bordelon served as our PEO for each period.
2.Jason P. Freyou, Darren E. Guidry and David T. Kirkley are included in the Non-PEO NEOs for each period.
3.The peer group TSR is based on the S&P US Small Cap Banks obtained from S&P Global Market Intelligence, Charlottesville, Virginia.
4.Net income for Home Bancorp as reported in the Company's consolidated financial statements included in our 2022 Annual Report on Form 10-K.
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").

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   2022  2021  2020
   PEO  Non-PEO
NEO
Average
  PEO  Non-PEO
NEO
Average
  PEO  Non-PEO
NEO
Average
                   
Total compensation for fiscal year from the compensation table  $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"   (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"       (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   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   (77,311)   (32,954)   (29,383)   (11,156)   (107,889)   (43,842)
Compensation Actually Paid  $877,458   $381,380   $810,581   $360,841   $625,990   $225,003 

 

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 2022 to our performance were:

Return on assets ("ROA");
Adjusted diluted EPS; and
Efficiency ratio.

The following illustrations provide a graphical description of CAP, as calculated in accordance with the SEC rules, and the following measures.

the Company's TSR and peer TSR;
the Company's net income;
the Company's selected measure, which is EPS;
the Company's selected measure, which is ROA; and
the Company's selected measure, which is efficiency ratio.

 

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30 

 

 

 

 

31 

 

 

 

Compensation Committee Interlocks and Insider Participation

Messrs. Blanchet, Guidry, Rader and Hendry, who is Chairman of the Committee, serve as members of the Compensation Committee. None of the members of the Compensation Committee during 2022 was a current or former officer or employee of Home Bancorp or Home Bank. No member engaged in any transactions with Home Bancorp or Home Bank required to be disclosed by regulations of the SEC. Additionally, there were no Compensation Committee “interlocks” during 2022, which generally means that no executive officer of Home Bancorp served as a director or member of the Compensation Committee of another entity, one of whose executive officers served as a director or member of the Compensation Committee of Home Bancorp.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 23, 2023, the voting record date, certain information as to the common stock beneficially owned by (a) each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (b) the directors of Home Bancorp, (c) the other named executive officers of Home Bancorp named in the Summary Compensation Table; and (d) all directors and executive officers of Home Bancorp as a group.

 

Name of Beneficial Owner or Number of Persons in Group 

Amount and Nature of
Beneficial

Ownership as of
March 23, 2023(1)

 

Percent of

Common
Stock

FJ Capital Management, LLC
7901 Jones Branch Drive, Suite 210
McLean, VA  22102
   664,027 (2)   8.0%
           
Home Bancorp Employee Stock Ownership Plan Trust
503 Kaliste Saloom Road
Lafayette, Louisiana 70508
   566,513 (3)   6.8 
           
BlackRock, Inc. 
55 East 52nd Street 
New York, NY 10055
   425,138 (4)   5.1%
           
Directors:          
J. Scott Ballard   3,750 (6)   * 
Paul J. Blanchet, III   71,650 (5)(6)(7)   * 
John W. Bordelon   187,284 (6)(8)   2.3 
Daniel G. Guidry   59,281 (6)(7)   * 
John A. Hendry   167,174 (6)(7)(9)   2.0 
Chris P. Rader   20,609 (6)(7)   * 
Ann F. Trappey   4,149 (6)   * 
Donald W. Washington   4,190 (6)   * 
           
Other Named Executive Officers:          
Jason P. Freyou   23,464 (6)(10)   * 
Darren E. Guidry   54,674 (6)(11)   * 
David T. Kirkley   13,072 (6)(12)   * 
           
All Directors and Executive Officers as a Group (11 persons)   609,297 (6)   7.3 

________________________________________________

* Represents less than 1.0%.

(1)Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares and none of the shares are pledged. Under applicable regulations, a person is deemed to have beneficial ownership of any shares of common stock which may be acquired within 60 days of the record date pursuant to the exercise of outstanding stock options or upon the vesting of restricted stock units (“RSUs”). Shares of common stock which are subject to stock options are deemed to be outstanding for the purpose of computing the percentage of outstanding common stock owned by such person or group but not deemed outstanding for the purpose of computing the percentage of common stock owned by any other person or group.

33 

 

(2)FJ Capital Management, LLC (“FJ Capital”) and its managing member, Martin S. Friedman, have shared voting power and shared dispositive power over 297,391 shares of our common stock held by Financial Opportunity Fund LLC and 14,683 shares of common stock held by Financial Opportunity Long/Short Fund LLC, of which FJ Capital is the managing member. FJ Capital has shared voting power over 231,533 shares held by Bridge Equities III LLC, 41,276 shares held by Bridge Equities VIII, LLC, 33,032 shares held by Bridge Equities IX, LLC and 20,627 shares held by Bridge Equities X, LLC as a result of FJ Capital’s position as sub-investment advisor, 25,485 shares of Common Stock held by a managed account that FJ Capital manages. Martin Friedman owns 6,462 shares of Common Stock individually. As the Managing Member of FJ Capital, Mr. Friedman may be deemed to be a beneficial owner of the reported shares held by FJ Capital and the various Bridge Equites, LLCs but as to which Mr. Friedman disclaims beneficial ownership. In addition, SunBridge Manager, LLC (“SunBridge Manager”) is the managing member of the Bridge Equities LLCs, Sun Bridge Holdings, LLC (“SunBridge Holdings”) is the managing member of SunBridge Manager and Realty Investment Company, Inc. (“Realty Investment”) is the manager of SunBridge Holdings. As such, SunBridge Manager, SunBridge Holdings and Realty Investment may be deemed to be a beneficial owner of the shares held by the Bridge Equities LLCs but as to which they disclaim beneficial ownership.
(3)As of December 31, 2022, 361,195 shares held in the Home Bancorp Employee Stock Ownership Plan (“ESOP”) trust had been allocated to the accounts of participating employees. Under the terms of the ESOP, the plan trustee votes all allocated shares in accordance with the instructions of the participating employees. Any unallocated shares are generally required to be voted by the plan trustee in the same manner that the allocated shares have voted.
(4)BlackRock, Inc. has sole voting power over 416,302 shares and sole dispositive power over 425,138 shares of Common Stock held by BlackRock, Inc.
(5)12,000 shares are held jointly with spouse.
(6)Includes stock options which have been granted to the director and officers under the Company’s Equity Plans and which are exercisable within 60 days of the voting record date and RSUs vesting within 60 days of the voting record date as follows:
Name 

Stock

Options

 

Restricted

Shares and

RSUs

J. Scott Ballard       120 
Paul J. Blanchet, III       515 
John W. Bordelon   4,180    1,840 
Daniel G. Guidry       515 
John A. Hendry       515 
Chris P. Rader       515 
Ann F. Trappey       230 
Donald W. Washington       120 
Jason P. Freyou   7,025    1,079 
Darren E. Guidry   6,720    966 
David T. Kirkley   3,300    529 
           
All directors and executive officer as a group (11 persons)   21,225    6,824 
           

____________________________________

Each beneficial owner’s percentage ownership is determined by assuming that options held by such person (but not those held by any other person) and that are exercisable within 60 days of the voting record date have been exercised as well as RSUs vesting within 60 days of the voting record date.

(7)Does not include unallocated shares or shares allocated to the accounts of others and held in the Company’s 2009 Recognition and Retention Plan Trust, which shares are voted by the trustees, Messrs. Blanchet, Guidry, Hendry and Rader in their discretion.
(8)Includes 10,000 shares held jointly with spouse, 52,117 shares held in the Home Bank’s Profit Sharing 401(k) Plan, and 13,186 shares allocated to Mr. Bordelon’s account in the ESOP, over which Mr. Bordelon has voting power.
(9)Includes 26,524 shares held by spouse and 25,000 shares held jointly with spouse.
(10)Includes 7,952 shares held in the Home Bank Profit Sharing 401(k) Plan and 2,584 shares allocated to Mr. Freyou’s account in the ESOP, over which Mr. Freyou has voting power.

34 

 

(11)Includes 50 shares held as custodian for children under a UTMA account, 26,398 shares held in the Home Bank Profit Sharing 401(k) Plan and 10,580 shares allocated to Mr. Guidry’s account in the ESOP, over which Mr. Guidry has voting power.
(12)Includes 2,370 shares held in the Home Bank Profit Sharing 401(k) Plan and 2,511 shares allocated to Mr. Kirkley’s account in the ESOP, over which Mr. Kirkley has voting power.

 

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the executive officers and directors, and persons who own more than 10% of Home Bancorp’s common stock to file reports of ownership and changes in ownership with the SEC. We know of no person who owns 10% or more of Home Bancorp’s common stock.

Based solely on our review of the reports filed by our executive officers and directors, or written representations from our executive officers and directors, we believe that during, and with respect to, the fiscal year ended December 31, 2022, our executive officers and directors complied in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934.

 

PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE

THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL TWO)

Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the proxy rules of the SEC were amended to require that not less frequently than once every three years, a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation disclosure must also include a separate non-binding resolution subject to a shareholder vote to approve the compensation of the Company’s named executive officers disclosed in the proxy statement.

The executive officers named in the summary compensation table and deemed to be “named executive officers” are John W. Bordelon, Jason P. Freyou, Darren E. Guidry and David T. Kirkley. Reference is made to the summary compensation table and disclosures set forth under “Management Compensation” in this proxy statement.

The proposal gives shareholders the ability to vote on the compensation of our named executive officers through the following resolution:

“Resolved, that the shareholders approve the compensation of the named executive officers as disclosed in this proxy statement.”

The shareholder vote on this proposal is not binding on the Company or the board of directors and cannot be construed as overruling any decision made by the board of directors. However, the board of directors of the Company will review the voting results on the non-binding resolution and take them into consideration when making future decisions regarding executive compensation.

The Board of Directors recommends that you vote “FOR” the non-binding resolution to approve the compensation of our named executive officers.

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ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION

TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

(PROPOSAL THREE)

Section 951 of the Dodd-Frank Act also amended the proxy rules of the SEC to require that not less frequently than once every six years, a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation disclosure must also include a separate proposal subject to a shareholder vote to determine whether the shareholder vote to approve the compensation of the named executive officers will occur every one, two or three years.

Accordingly, we are seeking a shareholder advisory vote regarding whether the non-binding resolution to approve the compensation of our named executive officers should occur every three years, every two years or every year.

The board of directors asks that you support a frequency of every three years for future non-binding resolutions on compensation of our named executive officers. Setting an advisory vote every three years will be the most effective timeframe for the Company to respond to shareholder feedback and provide us with sufficient time to engage with shareholders to understand and respond to the vote results. In 2017, our shareholders approved a frequency of every three years, and we followed such advisory vote and have utilized a three-year cycle.

The advisory vote on this proposal is not binding on the Company or the board of directors and cannot be construed as overruling any decision made by the board of directors. However, the board of directors of the Company will review the results on the advisory vote and take them into consideration when making future decisions regarding the frequency of submitting to shareholders the non-binding resolution to approve the compensation of our named executive officers.

The Board of Directors recommends an advisory vote for a frequency of “THREE YEARS” for future non-binding resolutions to approve the compensation of our named executive officers.

 

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL FOUR)

The Audit Committee of the Board of Directors of Home Bancorp has appointed Wipfli LLP ("Wipfli"), an independent registered public accounting firm, to perform the audit of our financial statements for the year ending December 31, 2023, and further directed that the selection of auditors be submitted for ratification by the shareholders at the Annual Meeting.

We have been advised by Wipfli that neither the firm nor any of its associates has any relationship with the Company or its subsidiary other than the usual relationship that exists between an independent registered public accounting firm and its clients. We do not anticipate that representatives of Wipfli will attend the Annual Meeting.

Audit Fees

The following table sets forth the aggregate fees paid by us to Wipfli for professional services rendered by Wipfli in connection with the audit of Home Bancorp's consolidated financial statements for fiscal 2022 and 2021, respectively, as well as fees paid by us to Wipfli for audit-related services, tax services and all other services rendered by Wipfli to us during fiscal 2022 and 2021, respectively.

36 

 

   Years Ended December 31,
   2022  2021
Audit fees (1)  $382,981   $323,574 
Audit-related fees (2)   29,900    28,150 
Tax fees        
All other fees        
Total  $412,881   $351,724 

_________________________________________________

(1)Includes professional services rendered for the audit of Home Bancorp’s annual consolidated financial statements including the audit of internal control over financial reporting and review of consolidated financial statements included in Forms 10-Q, including out-of-pocket expenses. Also, includes the audit of internal controls over financial reporting, the audit of supplementary information as required by U.S. Department of Housing and Urban Development’s (“HUD”) for the years ended December 31, 2022 and 2021.
(2)Includes professional service fees for the audit of the Company’s employee benefit plans for the years ended December 31, 2022 and 2021 (including two employee benefit plans acquired and subsequently terminated), review of the related annual report on Form 10-K, and the procedures required on the HUD’s Lender Electronic Assessment Portal (“Leap”) submission.

The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Home Bancorp. The Audit Committee also reviews and pre-approves all audit-related and non-audit related services rendered by our independent registered public accounting firm in accordance with the Audit Committee's charter. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain audit-related services and certain non-audit related tax services which are specifically described by the Audit Committee on an annual basis and separately approves other individual engagements as necessary.

Each new engagement of the Company's independent registered public accounting firm was approved in advance by the Audit Committee or its Chair, and none of those engagements made use of the de minimis exception to pre-approval contained in the SEC's rules.

The Board of Directors recommends that you vote FOR the ratification of the appointment of

Wipfli LLP as our independent registered public accounting firm

for the fiscal year ending December 31, 2023.

 

REPORT OF THE AUDIT COMMITTEE

The Audit Committee has reviewed and discussed Home Bancorp’s audited financial statements with management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm such firm’s independence. Based on the review and discussions referred to above in this report, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Home Bancorp’s Annual Report on Form 10-K for fiscal year ended December 31, 2022, for filing with the SEC.

  Members of the Audit Committee
   
  Paul J. Blanchet, III, Chairman
  J. Scott Ballard
  John A. Hendry
  Chris P. Rader
  Donald W. Washington

 

37 

 

REPORT OF THE COMPENSATION COMMITTEE

We have reviewed and discussed with management the Compensation Discussion and Analysis section of this Proxy Statement. Based on the review and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Home Bancorp’s proxy statement.

  Members of the Compensation Committee
   
  John A. Hendry, Chairman
  Paul J. Blanchet, III
  Daniel G. Guidry
  Chris P. Rader

 

 

SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS

WITH THE BOARD OF DIRECTORS

Shareholder Proposals. Any proposal which a shareholder wishes to have included in the proxy materials of Home Bancorp relating to the next annual meeting of shareholders of Home Bancorp must be received at the principal executive offices of Home Bancorp, Inc., 503 Kaliste Saloom Road, Lafayette, Louisiana, 70508, Attention: Corporate Secretary, no later than December 1, 2023. If such proposal is in compliance with all of the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, it will be included in the proxy statement and set forth on the form of proxy issued for such annual meeting of shareholders. It is urged that any such proposals be sent certified mail, return receipt requested.

Shareholder proposals that are not submitted for inclusion in Home Bancorp’s proxy materials pursuant to Rule 14a-8 may be brought before an Annual Meeting pursuant to Article 9.D. of Home Bancorp’s Articles of Incorporation. Notice of the proposal must also be given in writing and delivered to, or mailed and received at, our principal executive offices by December 1, 2023. The notice must include the information required by Article 9.D. of our Articles of Incorporation.

Shareholder Nominations. Our Articles of Incorporation provide that, subject to the rights of the holders of any class or series of stock having a preference over the common stock as to dividends or upon liquidation, all nominations for election to the Board of Directors, other than those made by the Board or the Nominating Committee thereof, shall be made by a shareholder who has complied with the notice provisions in the Articles of Incorporation. Written notice of a shareholder nomination generally must be communicated to the attention of the Corporate Secretary and either delivered to, or mailed and received at, our principal executive offices not later than, with respect to an annual meeting of shareholders, 120 days prior to the anniversary date of the release of proxy materials by us in connection with the immediately preceding annual meeting of shareholders. For our Annual Meeting in 2024, this notice must be received by December 1, 2023. Each written notice of a shareholder nomination is required to set forth certain information specified in Article 6.F. of Home Bancorp’s Articles of Incorporation. We did not receive any shareholder nominations with respect to this Annual Meeting.

Other Shareholder Communications. Shareholders who wish to communicate with our Board of Directors may do so by sending written communications addressed to the Board of Directors of Home Bancorp, Inc., c/o Corporate Secretary, 503 Kaliste Saloom Road, Lafayette, Louisiana 70508.

 

ANNUAL REPORTS

A copy of our Annual Report to Shareholders on Form 10-K for the year ended December 31, 2022 accompanies this proxy statement. Such report is not part of the proxy solicitation materials. A copy of our Annual Report on Form 10-K is also available under the “Investor Relations” tab at www.home24bank.com.

Upon receipt of a written request we will furnish to any shareholder without charge a copy of the exhibits to our Annual Report on Form 10-K for fiscal 2022. Such written requests should be directed to Corporate Secretary, Home Bancorp, Inc., 503 Kaliste Saloom Road, Lafayette, Louisiana 70508. The Form 10-K is not a part of the proxy solicitation materials.

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OTHER MATTERS

Management is not aware of any business to come before the Annual Meeting other than the matters described above in this proxy statement. However, if any other matters should properly come before the meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.

The cost of the solicitation of proxies will be borne by Home Bancorp. Home Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the proxy materials to the beneficial owners of Home Bancorp’s common stock. In addition to solicitations by mail, directors, officers and employees of Home Bancorp also may solicit proxies personally or by telephone without additional compensation.

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Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Votes submitted electronically must be received by 1:00 a.m., Central Time, on May 12, 2023. Online Go to www.envisionreports.com/HBCP or scan the QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/HBCP Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board recommends a vote FOR all the nominees listed, FOR Proposals 2, 4 and 5, and for 3 YEARS on Proposal 3. For Withhold For Withhold For Withhold + 1. Election of directors: 01 - Paul J. Blanchet, III 02 - Daniel G. Guidry 03 - Chris P. Rader 2. To adopt a non-binding resolution to approve the compensation of our named executive officers. For Against Abstain 3. Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers. 3 Years 2 Years 1 Year Abstain For Against Abstain 4. To ratify the appointment of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 5. To transact such other business, as may properly come before the meeting or at any adjournment thereof. We are not aware of any other such business. B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below By signing below, you acknowledge receipt of the notice of the 2023 Annual Meeting of Shareholders and Proxy Statement for the Annual Meeting. Please sign exactly as name(s) appears hereon. When shares are held jointly, only one holder needs to sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian, please give full title. If the signer is a corporation, please sign full corporate name by duly authorized officer. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 03SICA 1 U P X +

 

 

Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/HBCP q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — Home Bancorp, Inc. - 2023 Annual Meeting of Shareholders + The Petroleum Club of Lafayette 111 Heymann Boulevard, Lafayette, LA Proxy Solicited by the Board of Directors for Annual Meeting – May 12, 2023 The Board of Directors, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Home Bancorp, Inc. to be held on Friday, May 12, 2023 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as specified by the stockholder. If you sign and return this card without specifying how it is to be voted, the Proxies will have authority to vote FOR all nominees, FOR Proposals 2, 4 and 5, and for 3 YEARS on Proposal 3. This Proxy may be revoked at any time before it is exercised. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.) C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +

 

 

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