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 x
Filed by a party other than the Registrant ¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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 the appropriate box):
x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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March 31, 2020
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 Tuesday, May 12, 2020 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, 2019 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 participate.
As a precautionary
measure related to coronavirus, or COVID-19, it is possible we may hold the Annual Meeting by means of remote communications. If
we take this step, we will announce the decision to do so in advance, and details on how to participate in the meeting will be
issued by press release and filed with the SEC as additional proxy material.
Your continued support
of Home Bancorp, Inc. is sincerely appreciated.
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Very truly yours,
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John W. Bordelon
President and Chief Executive Officer
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HOME BANCORP, INC.
503 Kaliste Saloom Road
Lafayette, Louisiana
70508
(337) 237-1960
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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TIME
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9:00 a.m., Central Daylight Time, Tuesday, May 12, 2020
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PLACE
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The Petroleum Club of Lafayette
111 Heymann Boulevard
Lafayette, Louisiana
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ITEMS OF BUSINESS
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(1)
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To elect three directors for a three-year term expiring in 2023; and until their successors are elected and qualified;
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To adopt a non-binding resolution to approve the compensation of our named executive officers;
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To ratify the appointment of Wipfli LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020; and
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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.
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RECORD DATE
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Holders of Home Bancorp, Inc. common stock of record at the close of business on March 23, 2020 are entitled to vote at the meeting.
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ANNUAL REPORT
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Our 2019 Annual Report accompanies this Notice and proxy statement but is not a part of the proxy solicitation materials.
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VOTING
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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.
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INTERNET AVAILABILITY OF PROXY MATERIALS
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Our proxy materials for the Annual Meeting to be held on May 12, 2020 and our 2019 Annual Report to shareholders are available at www.investorvote.com/HBCP and under the “Investor Relations” tab at www.home24bank.com.
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We are actively monitoring the coronavirus, or COVID-19, crisis and are sensitive to the public health concerns shareholders may have and the protocols that federal, state, and local governments have imposed. It is possible that the Annual Meeting may be held by means of remote communications. If we take this step, we will announce alternative arrangements by means of a press release, which will be filed with the SEC as additional proxy material. If you are planning to attend the Annual Meeting, please check our website prior to the scheduled date for the Annual Meeting.
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BY ORDER OF THE BOARD OF DIRECTORS
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March 31, 2020
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Daniel G. Guidry
Corporate Secretary
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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,
2020, 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 2019 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 proxy 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, please contact our registrar and transfer
agent, Computershare, at 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, 2020.
Our Proxy Statement for the 2020 Annual
Meeting and our Annual Report to shareholders for the year ended 2019 are available at www.investorvote.com/HBCP and under
the “Investor Relations” tab at www.home24bank.com.
HOME BANCORP, INC.
PROXY STATEMENT
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
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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 Tuesday, May 12, 2020 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, 2020.
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, 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. 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 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, 2020 (the “record date” for the meeting), are entitled to vote at the meeting.
On the record date, we had 9,090,495 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.
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 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:
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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 Tuesday, May 12, 2020. Once you are logged on 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.
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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 Tuesday, May 12, 2020. 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.
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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 Monday, May 11, 2020.
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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.
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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.
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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 the holder of record.
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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, 2020, is considered to be “routine.” The election of directors and a non-binding resolution to approve 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 and the non-binding
resolution to approve the compensation of our named executive officers included in this Proxy Statement. Therefore, it is important
that you provide voting instructions to your bank, broker or other nominee.
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Regardless of how you own your shares,
if you are a shareholder of record, you may vote by attending the Annual Meeting. Even if you plan to attend 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.
As a precautionary measure, we are monitoring
the coronavirus, or COVID-19, crisis. 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?
Your broker may not vote on the election
of directors and the non-binding resolution to approve 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, neither the proposal to elect directors nor the non-binding resolution to approve the compensation of our named
executive officers is an item 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 on a particular matter 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 and FOR ratification of Wipfli LLP as our independent registered public accounting firm for the year ending
December 31, 2020.
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 approval of the proposal to ratify the appointment of
Wipfli LLP for the year ending December 31, 2020. Abstentions and broker non-votes are 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.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
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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 2023. 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. Daniel G. Guidry, Paul J. Blanchet, III and Chris P. Rader to a three-year term expiring in 2023. One current director
of the Company, Mr. Michael P. Maraist, is 72 years old and, consistent with the retirement provisions in the Company’s bylaws,
will retire as of the date of the Annual Meeting. Mr. Maraist currently is in the class of directors whose terms will expire in
2022. 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, 2020. Where applicable, service as a director includes service as a director of Home
Bank, N.A.
Nominees for Director for a Three-Year
Term Expiring in 2023
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Principal Occupation During the Past Five Years/
Public Directorships
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Director
Since
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Paul J. Blanchet, III
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65
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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.
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2002
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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 financial expert of the board.
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Daniel G. Guidry
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67
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Director since December 6, 2017. Partner in the law firm of Guidry and Guidry in St. Martinville, Louisiana.
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2017
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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.
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Chris P. Rader
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52
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Director since June 1, 2016. Chief Executive Officer of Rader Solutions, an information technology company located in Lafayette, Louisiana.
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2016
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Name
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Age
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Principal Occupation During the Past Five Years/
Public Directorships
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Director
Since
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Mr. Rader has a bachelor’s degree in Computer Information Systems from Spring Hill College and an Executive MBA from Vanderbilt University. He is a 2012 graduate of Leadership Louisiana. He serves on the board of One Acadiana, Board of Directors of The Lester Group, United Way of Acadiana and Evangeline Area Scouts. 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 Lafayette Community Health Care Clinic, The Petroleum Club of Lafayette, Spring Hill College, and the Louisiana Innovation Council. The Board believes Mr. Rader’s business experience and his community service make him well qualified to serve as a director.
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The Board of Directors recommends that
you vote FOR election of all the nominees for director.
Members of the Board of Directors Continuing in Office
Directors Whose Term Expires in 2021
Name
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Age
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Principal Occupation During the Past Five Years/
Public Directorships
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Director Since
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John W. Bordelon
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64
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Director, President and Chief Executive Officer of the Company since its organization and of Home Bank since 1993.
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1990
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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 more than 38 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.
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John A. Hendry
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70
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Director and chairman of the compensation committee. Pediatric Dentist in Lafayette, Louisiana.
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2000
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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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Directors Whose Term Expires in 2022
Name
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Age
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Principal Occupation During the Past Five Years/ Public Directorships
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Director Since
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Mark M. Cole
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57
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Director since December 6, 2017. Owner and operator of Don’s Specialty Meats and real estate investor in Lafayette, Louisiana.
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2017
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Mr. Cole was a member of the Board of Directors of St. Martin Bank and Trust for 4 years. He serves on the board of Scott Boudin Festival, Mid-Winter Fair Rodeo and the Louisiana State Trooper Foundation. The Board believes Mr. Cole’s business experience and community involvement make him well qualified to serve as a director.
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Board Leadership Structure and the Board’s
Role in Risk Oversight
Mr. John W. Bordelon serves as our President
and Chief Executive Officer and Mr. Michael P. Maraist serves as Chairman of the Board. Upon consideration of the current Board
and management composition, the Board of Directors determined that separation of the offices of Chairman of the Board and President
may enhance Board independence and oversight. Further, the separation of the Chairman of the Board permits the President and Chief
Executive Officer to better focus on his responsibilities of managing the daily operations of the Company, enhancing shareholder
value and expanding and strengthening our franchise while allowing the Chairman to lead the Board of Directors. The Chairman also
serves as a liaison between the Board of Directors and executive management. Mr. Maraist is an independent director under the rules
of the Nasdaq Stock Market.
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.
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 $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 55. Mr. Freyou
joined the Company and the Bank in March 2015 as 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 57. Mr. Guidry
has served as Executive Vice President and Chief Credit Officer for the Bank since October 2013 and, prior thereto, as Chief Lending
Officer for the Bank since 1993.
Joseph B. Zanco. Age 50. Mr. Zanco has
served as Executive Vice President and Chief Financial Officer for the Bank and the Company since April 2008. Previously, Mr. Zanco
served as Controller and Principal Accounting Officer at IberiaBank Corporation since May 2003 and, prior thereto, as Internal
Audit Manager at IberiaBank.
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
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 $750 per Board meeting attended and $500 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 $300 in 2019.
The table below summarizes the total
compensation paid to the Bank’s directors for the fiscal year ended December 31, 2019, except for Mr. Bordelon who is
in the Summary Compensation Table below.
Name
|
|
Fees Earned
or
Paid in Cash
|
|
Stock
Awards(1)
|
|
Option
Awards
|
|
All Other
Compensation(2)
|
|
Total
|
Michael P. Maraist (3)
|
|
$
|
53,850
|
|
|
$
|
17,925
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
72,075
|
|
Paul J. Blanchet, III
|
|
40,100
|
|
|
17,925
|
|
|
—
|
|
|
300
|
|
|
58,325
|
|
Richard J. Bourgeois(4)
|
|
13,890
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,890
|
|
Mark M. Cole
|
|
44,650
|
|
|
17,925
|
|
|
—
|
|
|
300
|
|
|
62,875
|
|
Daniel G. Guidry
|
|
44,250
|
|
|
17,925
|
|
|
—
|
|
|
300
|
|
|
62,475
|
|
John A. Hendry
|
|
38,950
|
|
|
17,925
|
|
|
—
|
|
|
300
|
|
|
57,175
|
|
Marc W. Judice(4)
|
|
12,790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,790
|
|
Chris P. Rader
|
|
43,350
|
|
|
17,925
|
|
|
—
|
|
|
300
|
|
|
61,575
|
|
Donald W. Washington (5)
|
|
9,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,000
|
|
______________________________________
|
(1)
|
Reflects the aggregate grant date fair value computed in accordance with ASC Topic 718.
|
|
(3)
|
As previously described, Mr. Maraist will be retiring as of the date of the Annual Meeting.
|
|
(4)
|
Messrs. Bourgeois and Judice retired in May 2019.
|
|
(5)
|
Mr. Washington resigned April 1, 2019 to accept a Presidential appointment to serve as Director
of the United States Marshals Service.
|
Committees and Meetings of the Board
of Directors
During the year ended December 31,
2019, the Board of Directors of Home Bancorp met seven 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 Messrs. Blanchet, Cole, Guidry, Hendry, Maraist and Rader
are independent directors. Members of the Board also serve on committees of Home Bank, N.A.
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”). During 2019, Mr. Cole did not serve on a Home Bancorp 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
|
Paul J. Blanchet, III
|
|
**
|
|
*
|
|
|
Daniel G. Guidry
|
|
|
|
|
|
*
|
John A. Hendry
|
|
*
|
|
**
|
|
*
|
Michael P. Maraist (1)
|
|
|
|
*
|
|
*
|
Chris P. Rader
|
|
*
|
|
|
|
**
|
____________________________________
** Chairman.
(1) Mr
Maraist will be retiring as of the date of the Annual Meeting.
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 three 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 16 times in 2019. 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 the other named executive officers. The Compensation Committee of Home Bancorp met
one time in 2019. The Compensation Committee is currently comprised of three 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.
Director Nominations
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 U.S. Securities and Exchange Commission (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 pages 30 and 31. Director nominations for the 2020 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. All directors attended our Annual Meeting of Shareholders held in May 2019.
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 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 the SEC’s Form 8-K, 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.
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 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 2019, the Compensation Committee increased the base salary of Messrs. Bordelon, Freyou,
Guidry, Ridley and Zanco by 11.3%, 8.0%, 5.4%, 2.4% and 7.1%, respectively.
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, return on equity, 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 2019, the bonuses to
Messrs. Bordelon, Freyou, Guidry and Zanco were $156,000, $68,000, $58,500 and $71,500, respectively, and were determined based
upon consideration of the matrix shown below.
Name
|
|
Components
|
|
2019 YTD
Adjusted(1)
|
|
Weight
|
|
Threshold
|
|
Target
|
|
Maximum
|
John W. Bordelon
|
|
Return on average assets
|
|
1.27
|
%
|
|
60
|
%
|
|
1.11
|
|
|
1.30
|
%
|
|
1.50
|
%
|
|
|
Efficiency ratio
|
|
62.87
|
%
|
|
10
|
%
|
|
66.36
|
%
|
|
63.20
|
%
|
|
60.04
|
%
|
|
|
Earnings per share
|
|
$
|
3.06
|
|
|
10
|
%
|
|
$
|
2.61
|
|
|
$
|
3.07
|
|
|
$
|
3.53
|
|
|
|
Strategic objectives-overall
|
|
10
|
|
|
20
|
%
|
|
—
|
|
|
5
|
|
|
10
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
—
|
|
|
45
|
%
|
|
75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason P. Freyou
|
|
Return on average assets
|
|
1.27
|
%
|
|
50
|
%
|
|
1.11
|
%
|
|
1.30
|
%
|
|
1.50
|
%
|
|
|
Efficiency ratio
|
|
62.87
|
%
|
|
15
|
%
|
|
66.36
|
%
|
|
63.20
|
%
|
|
60.04
|
%
|
|
|
Operations Management
|
|
2.65
|
|
|
15
|
%
|
|
2.00
|
|
|
2.40
|
|
|
2.75
|
|
|
|
Operations Strategic Objectives
|
|
10
|
|
|
20
|
%
|
|
—
|
|
|
5
|
|
|
10
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
—
|
|
|
35
|
%
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
Return on average assets
|
|
1.27
|
%
|
|
50
|
%
|
|
1.11
|
%
|
|
1.30
|
%
|
|
1.50
|
%
|
|
|
Efficiency ratio
|
|
62.87
|
%
|
|
15
|
%
|
|
66.36
|
%
|
|
63.20
|
%
|
|
60.04
|
%
|
|
|
Special assets management
|
|
8
|
|
|
20
|
%
|
|
—
|
|
|
5
|
|
|
10
|
|
|
|
Strategic objectives-overall
|
|
10
|
|
|
15
|
%
|
|
—
|
|
|
5
|
|
|
10
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
—
|
|
|
35
|
%
|
|
50
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Zanco
|
|
Return on average assets
|
|
1.27
|
%
|
|
50
|
%
|
|
1.11
|
%
|
|
1.30
|
%
|
|
1.50
|
%
|
|
|
Efficiency ratio
|
|
62.87
|
%
|
|
15
|
%
|
|
66.36
|
%
|
|
63.20
|
%
|
|
60.04
|
%
|
|
|
Earnings per share
|
|
$
|
3.06
|
|
|
15
|
%
|
|
$
|
2.61
|
|
|
$
|
3.07
|
|
|
$
|
3.53
|
|
|
|
Strategic Objectives-overall
|
|
10
|
|
|
20
|
%
|
|
—
|
|
|
5
|
|
|
10
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
—
|
|
|
35
|
%
|
|
50
|
%
|
________________________________________
|
(1)
|
2019 YTD adjusted return on average assets, efficiency ratio and earnings per share excludes non-core
items, net of taxes, which include $1.2 million death benefits from bank-owned life insurance, $537,000 write-off FDIC loss
share receivable, $274,000 write-down on assets, $227,000 payout for former bank executive and $230,000 of capital lease buyout.
|
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 Compensation
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 2014 Equity Incentive Plan (the “2014
Plan”) in May 2019, which are vesting at a rate of 20% per year over five years. The Compensation Committee believes that
the five year vesting of stock options and restricted stock units will focus senior management on long term performance and stock
appreciation. All grants of options were made with exercise prices equal to the market value of our common stock on the date of
grant. 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 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 and former Chief
Banking Officer are provided an automobile each and are charged for personal mileage on their Form W-2. We pay club dues for the
Chief Executive Officer, Chief Operations Officer and Chief Credit Officer. The Chief Executive Officer has three club memberships
for meetings with customers. The Chief Credit 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 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 2019, we also amended and restated the salary continuation agreement previously
entered into with our Chief Credit Officer in 2007 and entered into a salary continuation agreement with our Chief Operations Officer
and Chief Financial Officer, which will provide supplemental retirement benefits equal to $75,000 per year for 10 years upon retirement
at age 65. The 2019 salary continuation agreements entered into with Messrs. Bordelon, Freyou, Guidry (as an amendment and restatement
of his prior plan) and Zanco were deemed appropriate as an incentive to maintain each executive's continued services until retirement.
These salary continuation
agreements are described in more detail on page 19 under “Salary Continuation Agreements”.
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, 2019, 2018 and 2017. 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
|
|
2019
|
|
$
|
391,154
|
|
|
$
|
51,086
|
|
|
$
|
7,773
|
|
|
$
|
156,000
|
|
|
$
|
192,007
|
|
|
$
|
95,630
|
|
|
$
|
893,650
|
|
President and Chief
|
|
2018
|
|
357,500
|
|
|
56,400
|
|
|
10,427
|
|
|
180,239
|
|
|
110,091
|
|
|
87,620
|
|
|
802,277
|
|
Executive Officer
|
|
2017
|
|
350,000
|
|
|
52,890
|
|
|
6,428
|
|
|
172,069
|
|
|
53,112
|
|
|
85,971
|
|
|
720,470
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason P. Freyou
|
|
2019
|
|
219,437
|
|
|
33,161
|
|
|
6,477
|
|
|
68,000
|
|
|
31,064
|
|
|
29,262
|
|
|
387,401
|
|
Executive Vice President
|
|
2018
|
|
203,792
|
|
|
37,224
|
|
|
8,342
|
|
|
83,896
|
|
|
—
|
|
|
25,899
|
|
|
359,153
|
|
and Chief Operations Officer
|
|
2017
|
|
192,637
|
|
|
24,682
|
|
|
9,464
|
|
|
74,950
|
|
|
—
|
|
|
27,586
|
|
|
329,319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
2019
|
|
187,736
|
|
|
30,473
|
|
|
6,477
|
|
|
58,500
|
|
|
30,893
|
|
|
43,820
|
|
|
357,899
|
|
Executive Vice President
|
|
2018
|
|
177,871
|
|
|
35,194
|
|
|
8,342
|
|
|
70,220
|
|
|
19,563
|
|
|
41,468
|
|
|
352,658
|
|
and Chief Credit Officer
|
|
2017
|
|
168,878
|
|
|
24,682
|
|
|
7,143
|
|
|
64,626
|
|
|
18,430
|
|
|
41,040
|
|
|
324,799
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott A. Ridley(4)
|
|
2019
|
|
148,786
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
276,729
|
|
|
425,515
|
|
Executive Vice President
|
|
2018
|
|
240,530
|
|
|
37,224
|
|
|
8,342
|
|
|
77,075
|
|
|
—
|
|
|
37,124
|
|
|
400,295
|
|
and Chief Banking Officer
|
|
2017
|
|
234,084
|
|
|
24,682
|
|
|
6,678
|
|
|
74,570
|
|
|
—
|
|
|
29,900
|
|
|
369,914
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Zanco
|
|
2019
|
|
221,561
|
|
|
33,161
|
|
|
6,477
|
|
|
71,500
|
|
|
18,885
|
|
|
41,804
|
|
|
393,388
|
|
Executive Vice President
|
|
2018
|
|
207,666
|
|
|
37,224
|
|
|
8,342
|
|
|
83,861
|
|
|
—
|
|
|
35,382
|
|
|
372,475
|
|
and Chief Financial Officer
|
|
2017
|
|
197,908
|
|
|
24,682
|
|
|
9,643
|
|
|
78,785
|
|
|
—
|
|
|
35,820
|
|
|
346,838
|
|
________________________________
|
(1)
|
Reflects the aggregate grant date fair value computed in accordance with ASC Topic 718.
|
|
(2)
|
Reflects the increase in the actuarial present values of the salary continuation plans for Messrs. Bordelon, Freyou, Guidry
and Zanco.
|
|
(3)
|
For 2019, includes employer contributions under the Home Bank 401(k) Profit Sharing Plan in the
amount of $11,226, $11,121, $11,241, $8,275 and $10,876 for Messrs. Bordelon, Freyou, Guidry, Ridley and Zanco, contributions to
the
|
|
|
Company’s ESOP in the amount of $31,553, $13,223, $27,109 and 26,626 to the accounts of Messrs. Bordelon, Freyou, Guidry
and Zanco, respectively, as well as payments for life insurance premiums; includes automobile expense for Messrs. Bordelon and
Ridley; also includes for Messrs. Bordelon, Freyou and Guidry, club dues and for Mr. Bordelon, director’s fees of $29,150,
director’s Christmas gift of $300 and the payment of premiums for long term disability insurance.
|
|
(4)
|
Mr. Ridley's employment was terminated as of July 30, 2019 (includes $248,935 for employment agreement payout and $10,556 for
personal time accrual payout).
|
Grants of Plan-Based Awards
The following table provides information with respect to
awards granted to the named executive officers during 2019.
|
|
All Other
Stock
Awards:
Number
of Shares
of
Stock or
Units(2)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options(3)
|
|
Exercise
or
Base Price
of Option
Awards
($/Sh)(4)
|
|
Grant
Date Fair
Value
of Stock
and
Option
Awards(5)
|
|
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards(1)
|
Name
|
|
Grant
Date
|
Threshold
|
|
Target
|
|
Maximum
|
John W. Bordelon
|
|
—
|
|
$
|
—
|
|
|
$
|
180,225
|
|
|
$
|
300,375
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
1,425
|
|
|
—
|
|
|
N/A
|
|
$
|
51,086
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
—
|
|
|
1,200
|
|
|
$
|
35.85
|
|
|
7,773
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason P. Freyou
|
|
—
|
|
$
|
—
|
|
|
$
|
78,133
|
|
|
$
|
111,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
925
|
|
|
—
|
|
|
N/A
|
|
$
|
33,161
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
—
|
|
|
1,000
|
|
|
$
|
35.85
|
|
|
6,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
—
|
|
$
|
—
|
|
|
$
|
66,502
|
|
|
$
|
95,003
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
850
|
|
|
—
|
|
|
N/A
|
|
$
|
30,473
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
—
|
|
|
1,000
|
|
|
$
|
35.85
|
|
|
6,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott A. Ridley(6)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
925
|
|
|
—
|
|
|
N/A
|
|
$
|
33,161
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
—
|
|
|
1,000
|
|
|
$
|
35.85
|
|
|
6,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Zanco
|
|
—
|
|
$
|
—
|
|
|
$
|
78,751
|
|
|
$
|
112,502
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
925
|
|
|
—
|
|
|
N/A
|
|
$
|
33,161
|
|
|
|
5/23/2019
|
|
|
|
|
|
|
|
—
|
|
|
1,000
|
|
|
$
|
35.85
|
|
|
6,477
|
|
__________________________________
|
(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 prior page.
|
|
(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)
|
Reflects stock options 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.
|
|
(4)
|
Based on the fair market value of a share of Company common stock on the date of grant.
|
|
(5)
|
The fair value of the restricted stock and stock options granted is computed in accordance with
FASB ASC Topic 718.
|
|
(6)
|
Mr. Ridley's employment terminated as of July 30, 2019.
|
Outstanding Equity Awards at Fiscal
Year-End. The table below sets forth outstanding equity awards at December 31, 2019 to our named executive officers under our
2009 Recognition and Retention Plan, 2009 Stock Option Plan and 2014 Equity Incentive Plan (collectively “Equity Plans”).
As of December 31, 2019, Mr. Ridley had no outstanding equity awards.
|
|
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
|
|
5/12/2015
|
|
—
|
|
|
2,000
|
|
|
22.25
|
|
|
5/12/2025
|
|
5/12/2015
|
|
660
|
|
|
25,865
|
|
|
|
5/23/2016
|
|
560
|
|
|
840
|
|
|
28.00
|
|
|
5/23/2026
|
|
5/23/2016
|
|
1,200
|
|
|
47,028
|
|
|
|
5/12/2017
|
|
360
|
|
|
540
|
|
|
35.26
|
|
|
5/12/2027
|
|
5/12/2017
|
|
900
|
|
|
35,271
|
|
|
|
5/23/2018
|
|
800
|
|
|
200
|
|
|
45.12
|
|
|
5/23/2028
|
|
5/23/2018
|
|
1,000
|
|
|
39,190
|
|
|
|
5/23/2019
|
|
1,200
|
|
|
—
|
|
|
35.85
|
|
|
5/23/2029
|
|
5/23/2019
|
|
1,425
|
|
|
55,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason P. Freyou
|
|
3/12/2015
|
|
—
|
|
|
800
|
|
|
21.16
|
|
|
3/12/2025
|
|
3/12/2015
|
|
160
|
|
|
6,270
|
|
|
|
5/23/2016
|
|
840
|
|
|
1,260
|
|
|
28.00
|
|
|
5/23/2026
|
|
5/23/2016
|
|
480
|
|
|
18,811
|
|
|
|
5/12/2017
|
|
530
|
|
|
795
|
|
|
35.26
|
|
|
5/12/2027
|
|
5/12/2017
|
|
420
|
|
|
16,460
|
|
|
|
5/23/2018
|
|
640
|
|
|
160
|
|
|
45.12
|
|
|
5/23/2028
|
|
5/23/2018
|
|
660
|
|
|
25,865
|
|
|
|
5/23/2019
|
|
1,000
|
|
|
—
|
|
|
35.85
|
|
|
5/23/2029
|
|
5/23/2019
|
|
925
|
|
|
36,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
5/12/2015
|
|
—
|
|
|
1,400
|
|
|
22.25
|
|
|
5/12/2025
|
|
5/12/2015
|
|
220
|
|
|
8,622
|
|
|
|
5/23/2016
|
|
640
|
|
|
960
|
|
|
28.00
|
|
|
5/23/2026
|
|
5/23/2016
|
|
440
|
|
|
17,244
|
|
|
|
5/12/2017
|
|
400
|
|
|
600
|
|
|
35.26
|
|
|
5/12/2027
|
|
5/12/2017
|
|
420
|
|
|
16,460
|
|
|
|
5/23/2018
|
|
640
|
|
|
160
|
|
|
45.12
|
|
|
5/23/2028
|
|
5/23/2018
|
|
624
|
|
|
24,455
|
|
|
|
5/23/2019
|
|
1,000
|
|
|
—
|
|
|
35.85
|
|
|
5/23/2029
|
|
5/23/2019
|
|
850
|
|
|
33,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Zanco
|
|
5/12/2015
|
|
—
|
|
|
1,800
|
|
|
22.25
|
|
|
5/12/2025
|
|
5/12/2015
|
|
320
|
|
|
12,541
|
|
|
|
5/23/2016
|
|
880
|
|
|
1,320
|
|
|
28.00
|
|
|
5/23/2026
|
|
5/23/2016
|
|
480
|
|
|
18,811
|
|
|
|
5/12/2017
|
|
540
|
|
|
810
|
|
|
35.26
|
|
|
5/12/2027
|
|
5/12/2017
|
|
420
|
|
|
16,460
|
|
|
|
5/23/2018
|
|
640
|
|
|
160
|
|
|
45.12
|
|
|
5/23/2028
|
|
5/23/2018
|
|
660
|
|
|
25,865
|
|
|
|
5/23/2019
|
|
1,000
|
|
|
—
|
|
|
35.85
|
|
|
5/23/2029
|
|
5/23/2019
|
|
925
|
|
|
36,251
|
|
___________________________________
|
(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 $39.19 on December 31, 2019.
|
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 2019.
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of
Shares
Acquired on
Exercise
|
|
Value Realized
on Exercise
|
|
Number of
Shares
Acquired on
Vesting
|
|
Value Realized
on Vesting
|
|
John W. Bordelon
|
|
22,668
|
|
|
$
|
775,926
|
|
|
1,810
|
|
(1)
|
$
|
65,794
|
|
(1)
|
Jason P. Freyou
|
|
—
|
|
|
—
|
|
|
705
|
|
(2)
|
25,422
|
|
(2)
|
Darren E. Guidry
|
|
12,000
|
|
|
387,720
|
|
|
736
|
|
(1)
|
26,754
|
|
(1)
|
Scott A. Ridley (3)
|
|
11,514
|
|
|
217,025
|
|
|
725
|
|
|
26,354
|
|
(1)
|
Joseph B. Zanco
|
|
24,300
|
|
|
863,000
|
|
|
865
|
|
(1)
|
31,443
|
|
(1)
|
__________________________________________
|
(1)
|
Market value is calculated based on the closing price of $36.35 on May 10, 2019.
|
|
(2)
|
Market value is calculated on 545 shares at the closing price of $36.35 on May 10, 2019 and 160 shares at the closing
price of $35.07 on March 12, 2019.
|
|
(3)
|
Mr. Ridley's employment terminated as of July 30, 2019.
|
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 65. The retirement
benefits vested over a period of 10 years. Mr. Bordelon is currently fully vested in a normal retirement benefit of $202,000 per
year as of December 31, 2019. 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 distribute 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 upon his earliest retirement age of 65. If Mr. Bordelon has a separation from service following a change in control
but prior to reaching normal retirement age, the Bank will distribute an amount equal to the accrual balance required as of the
normal retirement age in a lump sum on the first day of the month following his separation from service.
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 20, 2019, provides for a retirement benefit of $75,000 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 vested portion of his annual benefit in a lump sum on the first
day of the month following the separation from service.
Similar nonqualified salary continuation
agreements were entered into with Messrs. Jason P. Freyou, Scott P. Ridley and Joseph B. Zanco, effective May 20, 2019. Mr. Ridley
did not have any vested benefit under his agreement when his employment was terminated in July 2019. Messrs. Freyou's and Zanco's
agreements each provide for a retirement benefit of $75,000 per year if they remain employed until age 65, payable in equal monthly
installments for a period of ten years. Retirement benefits under these agreements vest at the rate of 20% per year, commencing
on the sixth anniversary of the date of hire. As of December 31, 2019, Messrs. Freyou and Zanco were 0% and 100% vested, respectively.
In the event of early retirement, the Bank will pay Messrs. Freyou and Zanco vested benefits in 120 equal monthly installments
upon attaining age 65. If Messrs. Freyou or Zanco die while still employed prior to a separation from service or normal retirement
age, then no benefits will be paid under the agreement. If Messrs. Freyou or Zanco have 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 the accrual balance
as of the end of the plan year immediately preceding the executive's separation from service or two hundred thousand dollars ($200,000)
in a lump sum on the first day of the month following the executive's separation from service. 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 Zanco under the salary continuation agreements. The salary
continuation agreements do not include any provision regarding years of credited service. Mr. Ridley, whose employment was terminated
in July 2019, did not and will not receive any payments or benefits under his salary continuation plan.
Name
|
|
Plan Name
|
|
Number of Years
Credited Service
|
|
Present Value of
Accumulated
Benefit (1) (2)
|
|
Payments
During
Last Fiscal Year
|
John W. Bordelon
|
|
Salary Continuation Plan
|
|
n/a
|
|
$
|
1,554,026
|
|
|
$
|
—
|
|
John W. Bordelon
|
|
Salary Continuation Plan
|
|
n/a
|
|
105,929
|
|
|
—
|
|
Jason P. Freyou
|
|
Salary Continuation Plan
|
|
n/a
|
|
31,064
|
|
|
—
|
|
Darren E. Guidry
|
|
Salary Continuation Plan
|
|
n/a
|
|
257,524
|
|
|
—
|
|
Joseph B. Zanco
|
|
Salary Continuation Plan
|
|
n/a
|
|
18,885
|
|
|
—
|
|
__________________________________________
|
(1)
|
Reflects the actuarial present value as of December 31, 2019, assuming normal retirement age (62
for Mr. Bordelon 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, 2019, assuming normal retirement age (65
for Messrs. Bordelon, Freyou and Zanco). A discount rate of 4% was assumed in calculating the present value.
|
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, Darren E. Guidry, and Joseph B. Zanco. In February 2020, the terms of all of the agreements
were extended for one year. The employment agreements with Mr. Bordelon, as amended, have a term expiring on May 20, 2023,
and the terms of the employment agreements with the other executive officers, as amended, have a term expiring on May 20,
2022. 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 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 connection with a change in control of the Company or the Bank 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), 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 concurrently with or 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, 2019.
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)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,201,500
|
|
|
$
|
1,742,216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ESOP allocations (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
285,943
|
|
|
—
|
|
|
—
|
|
Medical benefits (d)
|
|
—
|
|
|
—
|
|
|
20,981
|
|
|
20,981
|
|
|
—
|
|
|
—
|
|
Other welfare benefits (e)
|
|
—
|
|
|
—
|
|
|
16,702
|
|
|
16,702
|
|
|
—
|
|
|
—
|
|
Additional salary continuation agreement benefits (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
72,040
|
|
|
—
|
|
|
—
|
|
§280G tax cutback (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity awards: (h)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options (i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,173
|
|
|
19,173
|
|
|
—
|
|
Unvested restricted stock awards (j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203,200
|
|
|
203,200
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and benefits (k)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,239,183
|
|
|
$
|
2,360,255
|
|
|
$
|
222,373
|
|
|
$
|
—
|
|
The following table describes the potential payments to Jason
P. Freyou, Executive Vice President and Chief Operations Officer, upon an assumed termination of employment or a change in control
as of December 31, 2019.
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)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
223,236
|
|
|
$
|
614,264
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ESOP allocations (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,161
|
|
|
—
|
|
|
—
|
|
Medical benefits (d)
|
|
—
|
|
|
—
|
|
|
5,175
|
|
|
10,866
|
|
|
—
|
|
|
—
|
|
Other welfare benefits (e)
|
|
—
|
|
|
—
|
|
|
1,769
|
|
|
3,714
|
|
|
—
|
|
|
—
|
|
Additional salary continuation agreement benefits (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|
—
|
|
|
—
|
|
§280G tax cutback (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity awards: (h)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options (i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,749
|
|
|
18,749
|
|
|
—
|
|
Unvested restricted stock awards (j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
103,658
|
|
|
103,658
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and benefits (k)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
230,180
|
|
|
$
|
994,412
|
|
|
$
|
122,407
|
|
|
$
|
—
|
|
The following table describes the potential
payments to Darren E. Guidry, Executive Vice President and Chief Credit Officer, upon an assumed termination of employment or a
change in control as of December 31, 2019.
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)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
190,005
|
|
|
$
|
520,449
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ESOP allocations (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
227,043
|
|
|
—
|
|
|
—
|
|
Medical benefits (d)
|
|
—
|
|
|
—
|
|
|
5,175
|
|
|
10,866
|
|
|
—
|
|
|
—
|
|
Other welfare benefits (e)
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
2,772
|
|
|
—
|
|
|
—
|
|
Additional salary continuation agreement benefits (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
§280G tax cutback (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity awards: (h)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options (i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,603
|
|
|
17,603
|
|
|
—
|
|
Unvested restricted stock awards (j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100,091
|
|
|
100,091
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and benefits (k)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
196,500
|
|
|
$
|
878,824
|
|
|
$
|
117,694
|
|
|
$
|
—
|
|
The following table describes the potential payments to Joseph
B. Zanco, Executive Vice President and Chief Financial Officer, upon an assumed termination of employment or a change in control
as of December 31, 2019.
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)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,004
|
|
|
$
|
617,729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
ESOP allocations (c)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
220,626
|
|
|
—
|
|
|
—
|
|
Medical benefits (d)
|
|
—
|
|
|
—
|
|
|
5,175
|
|
|
10,866
|
|
|
—
|
|
|
—
|
|
Other welfare benefits (e)
|
|
—
|
|
|
—
|
|
|
1,320
|
|
|
2,772
|
|
|
—
|
|
|
—
|
|
Additional salary continuation agreement benefits (f)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181,115
|
|
|
—
|
|
|
—
|
|
§280G tax cutback (g)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Equity awards: (h)
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options (i)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,469
|
|
|
22,469
|
|
|
—
|
|
Unvested restricted stock awards (j)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
109,928
|
|
|
109,928
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and benefits (k)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
231,499
|
|
|
$
|
1,165,505
|
|
|
$
|
132,397
|
|
|
$
|
—
|
|
______________________________________
|
(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 Zanco) 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 Zanco.
|
|
(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, 2019 closing price of $39.19 per share, the value
of the remaining unallocated ESOP shares exceeds the remaining principal balance of the loan by approximately $8,246,537. 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 Zanco), 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 Zanco), 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.
|
|
(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 Zanco), 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 Zanco), 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 Zanco 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,
2019 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 $202,000 and $54,015 respectively, with the
benefits starting on July 2020 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 $105,929 in July 2020 if his employment
had terminated as of December 31, 2019 outside of a change in control. If Messrs. Freyou, Guidry and Zanco remain employed
until their normal retirement age of 65, their normal retirement benefit would be $75,000 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 Zanco had terminated as of December 31, 2019 in connection with a change in control,
Mr. Bordelon would have received a change in control benefit of $202,000 per year for 10 years commencing July 1, 2020, Mr. Freyou
would have received a lump sum change of control benefit of $200,000 on July 1, 2020, Mr. Guidry would have received a lump sum
change in control benefit of approximately $255,501 in July 1, 2020 and Mr. Zanco would have received a lump sum change of control
benefit of $200,000 on July 1, 2020. In addition, Mr. Bordelon would have received a lump sum change of control benefit of $177,969
on July 1, 2020, In the event Mr. Bordelon’s employment had terminated due to disability as of December 31, 2019, his
annual retirement benefit would have been $202,000 for 10 years, commencing in 2019. The disability benefit for each of Messrs.
Freyou, Guidry and Zanco is the same as their early termination benefit. If Mr. Bordelon had died on December 31, 2019, his
beneficiary would have received his normal retirement benefit commencing on April 1, 2020. If Messrs. Freyou, Guidry and Zanco
had died on December 31, 2019, no benefits would have been distributed.
|
|
(g)
|
Payments to Messrs. Bordelon, Freyou, Guidry and Zanco in the event of a change of control will
be reduced by the minimum amount necessary so that they do not trigger the 20% excise tax. Based on the assumptions made, it is
possible that the payments and benefits to one or more of the executives could exceed the executive's Section 280G threshold and
be subject to reduction. Any required reduction is not reflected in the above tables. If the timing of the change in control permitted
tax planning to be done, the Company believes that the amount of any cutbacks that may be triggered in the future could be reduced
or even eliminated.
|
|
(h)
|
As of December 31, 2019, based on the closing price of $39.19 per share of our common stock
on December 31, 2019, Messrs. Bordelon, Freyou, Guidry and Zanco held vested options with a cash value of approximately $45,402,
$31,648, $36,816 and $48,446, respectively.
|
|
(i)
|
The amounts represent the value of the unvested stock options held by Messrs. Bordelon, Freyou,
Guidry, and Zanco that had an exercise price below the December 31, 2019 closing price of $39.19 per share, based on the difference
between the December 31, 2019 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 Zanco based on the December 31, 2019 closing price of $39.19 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 Zanco had terminated at December 31,
2019 due to death, the executive’s beneficiaries or estate would have received life insurance proceeds of approximately $1.0 million,
$670,000, $938,680 and $1.0 million, respectively. The group life insurance coverage is based on three times the executive’s
base salary, subject to a cap of $500,000 (or $675,000 if no split dollar life insurance policy is applicable). The Company also
maintains a split dollar life insurance policy for the executives with the exception of Mr. Freyou 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 Zanco had terminated due to disability, the executives would have received disability benefits of
$17,300, $10,972, $9,387 and $11,078, 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 Zanco 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 Zanco’s unvested stock options
and unvested restricted stock awards will become fully vested upon death or disability.
|
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, 2019. 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, 2019.
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, 2019. A total of 452 employees were included in the analysis. Compensation was measured over the 12-month
period beginning on January 1, 2019 and ending on December 31, 2019.
The median employee compensation was
determined using 2019 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 2019 total compensation
of $893,650 as reflected in the Summary Compensation Table included in this Proxy Statement. The median employee’s total
compensation for 2019 that would be reportable in the Summary Compensation Table was $45,847. As a result, the CEO pay ratio is
19:1.
Compensation Committee Interlocks
and Insider Participation
Messrs. Blanchet, Maraist and Hendry,
who is Chairman of the Committee, serve as members of the Compensation Committee. None of the members of the Compensation Committee
during 2019 was a current or former officer or employee of Home Bancorp or Home Bank. No member engaged in certain transactions
with Home Bancorp or Home Bank required to be disclosed by regulations of the SEC. Additionally, there were no Compensation Committee
“interlocks” during 2019, 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.
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
The following table sets forth as of March 23,
2020, 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, 2020(1)
|
|
Percent of
Common
Stock
|
FJ Capital Management, LLC
1313 Dolley Madison Blvd., Ste 306
McLean, VA 22101
|
|
657,641
|
|
(2)
|
7.2
|
%
|
|
|
|
|
|
Home Bancorp Employee Stock Ownership Plan Trust
503 Kaliste Saloom Road
Lafayette, Louisiana 70508
|
|
615,836
|
|
(3)
|
6.8
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
Paul J. Blanchet, III
|
|
70,542
|
|
(4)(5)(6)
|
*
|
|
John W. Bordelon
|
|
174,676
|
|
(5)(7)
|
1.9
|
|
Mark M. Cole
|
|
18,837
|
|
(5)
|
*
|
|
Daniel G. Guidry
|
|
58,501
|
|
(5)
|
*
|
|
John A. Hendry
|
|
166,066
|
|
(5)(6)(8)
|
1.8
|
|
Michael P. Maraist
|
|
195,948
|
|
(5)(6)(9)
|
2.2
|
|
Chris P. Rader
|
|
14,520
|
|
(5)
|
*
|
|
|
|
|
|
|
Other Named Executive Officers:
|
|
|
|
|
Jason P. Freyou
|
|
14,007
|
|
(5)(10)
|
*
|
|
Darren E. Guidry
|
|
45,487
|
|
(5)(11)
|
*
|
|
Joseph B. Zanco
|
|
77,683
|
|
(5)(12)
|
*
|
|
|
|
|
|
|
All Directors and Executive Officers as a Group (10 persons)
|
|
836,267
|
|
(5)
|
9.2
|
|
________________________________________________
* 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.
|
|
(2)
|
FJ Capital Management, LLC (“FJ Capital”) and its managing member, Martin S. Friedman,
have shared voting power and shared dispositive power over 324,525 shares of Common Stock held by Financial Opportunity 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 and 20,627 shares held by Bridge
Equities X as a result of FJ Capital’s position as sub-investment advisor. Andrew F. Jose, co-founder and managing partner
of FJ Capital Management, LLC owns 186 shares of Common Stock individually. Martin Friedman owns 6,462 shares of Common Stock individually.
|
|
(3)
|
As of December 31, 2019, 303,395 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)
|
12,000 shares are held jointly with spouse.
|
|
(5)
|
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, restricted shares held in the Company’s
Recognition and Retention Plan Trust over which the directors and executive officers may provide voting instructions and RSUs vesting
within 60 days of the voting record date as follows:
|
Name
|
|
Stock
Options
|
|
Restricted
Shares and
RSUs
|
Paul J. Blanchet, III
|
|
—
|
|
|
609
|
|
John W. Bordelon
|
|
3,580
|
|
|
2,095
|
|
Mark M Cole
|
|
—
|
|
|
185
|
|
Daniel G. Guidry
|
|
—
|
|
|
185
|
|
John A. Hendry
|
|
—
|
|
|
609
|
|
Michael P. Maraist
|
|
—
|
|
|
609
|
|
Chris P. Rader
|
|
—
|
|
|
269
|
|
Jason P. Freyou
|
|
3,015
|
|
|
730
|
|
Darren E. Guidry
|
|
3,120
|
|
|
906
|
|
Joseph B. Zanco
|
|
4,090
|
|
|
1,050
|
|
|
|
|
|
|
All directors and executive officer as a group (10 persons)
|
|
13,805
|
|
|
7,247
|
|
|
|
|
|
|
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.
|
(6)
|
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, Hendry and
Maraist in their discretion.
|
|
(7)
|
Includes 10,000 shares held jointly with spouse, 49,081 shares held in the Home Bank’s Profit
Sharing 401(k) Plan, and 10,520 shares allocated to Mr. Bordelon’s account in the ESOP, over which Mr. Bordelon has voting
power. 25,000 shares directly owned by Mr. Bordelon are pledged to a loan with another financial institution.
|
|
(8)
|
Includes 26,524 shares held by spouse and 25,000 shares held jointly with spouse.
|
|
(9)
|
Includes 22,000 shares held as custodian for child under a UTMA account, 5,000 shares held jointly
with spouse, 25,000 shares held by MPM Resources, LLC, 5,000 shares held by PSI of Louisiana, Inc., 10,000 shares held by Mesa
Properties, LLC.
|
|
(10)
|
Includes 5,173 shares held in the Home Bank Profit Sharing 401(k) Plan and 1,588 shares allocated
to Mr. Freyou’s account in the ESOP, over which Mr. Freyou has voting power.
|
|
(11)
|
Includes 50 shares held as custodian for children under a UTMA account, 24,860 shares held in the
Home Bank Profit Sharing 401(k) Plan and 8,353 shares allocated to Mr. Guidry’s account in the ESOP, over which Mr. Guidry
has voting power.
|
|
(12)
|
Includes 13,641 shares held in the Home Bank Profit Sharing 401(k) Plan and 8,117 shares allocated
to Mr. Zanco’s account in the ESOP, over which Mr. Zanco has voting power.
|
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires the 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. Officers, directors and greater than 10% shareholders
are required by regulation to furnish us with copies of all Section 16(a) forms they file. We know of no person who owns 10% or
more of Home Bancorp’s common stock.
Other than as described below, based
solely on our review of the copies of such forms furnished to us, or written representations from our officers and directors, we
believe that during, and with respect to, the fiscal year ended December 31, 2019, our officers and directors complied
in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934. Michael
P. Maraist was late in filing two reports on Form 4 with respect to two transactions for a family partnership.
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 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 Joseph B. Zanco. 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.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL THREE)
|
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, 2020, and further directed that the selection of auditors be
submitted for ratification by the shareholders at the Annual Meeting.
The Company’s financial statements
at and for the fiscal years ended December 31, 2018 and 2017 were audited by Porter Keadle Moore, LLC (“PKM”). Effective
October 1, 2019, PKM combined its practice (the “Practice Combination”) with Wipfli. As a result of the Practice Combination,
PKM effectively resigned as the Company's independent registered public accounting firm and Wipfli, as the successor to PKM following
the Practice Combination, was engaged as the Company's independent registered public accounting firm. The Company's Audit Committee
was notified of the Practice Combination and the effective resignation of PKM and ratified and approved the engagement of Wipfli.
The reports of PKM on the financial statements
of the Company for the years ended December 31, 2018 and 2017 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle. In connection with its audits of the years ended
December 31, 2018 and 2017 and reviews of the Company's financial statements through June 30, 2019, there were no (i) disagreements
with PKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved
to the satisfaction of PKM, would have caused them to make reference thereto in their report on
the financial statements for such years or (ii) “reportable events,” as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
During the fiscal years ended December
31, 2018 and 2017 and through October 1, 2019, the Company did not consult with Wipfli on any matter that (i) involved the application
of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered
on the Company's financial statements, in each case where a written report was provided or oral advice was provided that Wipfli
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial
reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v)
of Regulation S-K.
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 and PKM for professional services rendered by Wipfli and PKM in connection with the audit of Home Bancorp's
consolidated financial statements for fiscal 2019 and by PKM in 2018, respectively, as well as fees paid by us to Wipfli and PKM
for audit-related services, tax services and all other services rendered by Wipfli and PKM to us during fiscal 2019 and by PKM
in 2018, respectively.
|
Years Ended December 31,
|
|
2019
|
|
2018
|
Audit fees (1)
|
$
|
309,000
|
|
|
$
|
289,990
|
|
Audit-related fees (2)
|
26,500
|
|
|
25,500
|
|
Tax fees
|
—
|
|
|
—
|
|
All other fees
|
—
|
|
|
—
|
|
Total
|
$
|
335,500
|
|
|
$
|
315,490
|
|
_________________________________________________
|
(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, 2019 and 2018.
|
|
(2)
|
Includes professional service fees for the audit of the Company’s employee benefit plans
for the years ended December 31, 2019 and 2018 (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, 2020.
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, 2019, for filing with the SEC.
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Members of the Audit Committee
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Paul J. Blanchet, III, Chairman
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John A. Hendry
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Chris P. Rader
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REPORT OF THE COMPENSATION COMMITTEE
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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.
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Members of the Compensation Committee
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John A. Hendry, Chairman
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Paul J. Blanchet, III
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Michael P. Maraist
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SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
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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, 2020. 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, 2020. 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 2021, this notice must be received
by December 1, 2020. 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.
A copy of our Annual Report to Shareholders
on Form 10-K for the year ended December 31, 2019 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 2019. 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.
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.
Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing this card.
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.
Votes submitted electronically must be received by 1:00 a.m., Central Time, on May 12, 2020.
Online Go to www.envisionreports.com/HBCP or scan the QR code — login details are located in the shaded bar below.
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
• IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. •
1. Election of Directors.
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For Withhold For Withhold For Withhold
01 - Paul J. Blanchet III
02 - Daniel G. Guidry
03 - Chris P. Rader
For Against Abstain For Against Abstain
2. Proposal to adopt a non-binding resolution to approve the
3. Proposal to ratify the appointment of Wipfli, LLP as our compensation of our named executive officers
independent registered public accounting firm for the fiscal year ending December 31, 2020
By signing below, you acknowledge receipt of the notice of the 2020 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.
32DV +
0386NC
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/HBCP
• IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. •
Proxy — Home Bancorp, Inc. - 2020 Annual Meeting of Shareholders
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The Petroleum Club of Lafayette 111 Heymann Boulevard, Lafayette, LA Proxy Solicited by the Board of Directors for Annual Meeting – May 12, 2020
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 the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Home Bancorp, Inc. to be held on Tuesday, May 12, 2020 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 and FOR Proposal 2 and FOR 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.)
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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