UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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:
|
|
|
|
|
¨
|
|
Preliminary Proxy Statement
|
|
|
¨
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
|
|
x
|
|
Definitive Proxy Statement
|
|
|
¨
|
|
Definitive Additional Materials
|
|
|
¨
|
|
Soliciting Material under §240.14a-12
|
|
HOME BANCORP INC
|
(Name of registrant as specified in its charter)
|
|
^
|
(Name of person(s) filing proxy statement, if other than the registrant)
|
|
Payment of Filing Fee (Check the appropriate box):
|
|
|
x
|
|
No fee required.
|
|
|
¨
|
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
|
|
|
|
(1)
|
|
Title of each class of securities to which the transaction applies:
^
|
|
|
|
|
|
|
|
(2)
|
|
Aggregate number of securities to which the transaction applies:
^
|
|
|
|
|
|
|
|
(3)
|
|
Per unit price or other underlying value of the 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):
^
|
|
|
|
|
|
|
|
(4)
|
|
Proposed maximum aggregate value of the transaction:
^
|
|
|
|
|
|
|
|
(5)
|
|
Total fee paid:
|
|
|
|
|
|
|
|
^
|
|
|
|
|
|
|
|
¨
|
|
Fee paid previously with preliminary materials.
|
|
|
¨
|
|
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.
|
|
|
|
|
|
(1)
|
|
Amount Previously Paid:
^
|
|
|
|
|
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
^
|
|
|
|
|
|
|
|
(3)
|
|
Filing Party:
^
|
|
|
|
|
|
|
|
(4)
|
|
Date Filed:
^
|
|
|
|
|
|
April 1, 2011
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 Wednesday, May 4, 2011 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.
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 attend the meeting in person. We urge you to mark, sign and date your proxy card today and return it in the envelope provided, even if you plan
to attend the Annual Meeting. This will not prevent you from voting in person at the Annual Meeting, but will ensure that your vote is counted if you are unable to attend.
Your continued support of Home Bancorp, Inc. is sincerely appreciated.
|
Very truly yours,
|
|
|
|
John W. Bordelon
|
President and Chief Executive Officer
|
HOME BANCORP, INC.
503 Kaliste Saloom Road
Lafayette, Louisiana 70508
(337) 237-1960
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
|
|
|
TIME
|
|
9:00 a.m., Central Daylight Time, Wednesday, May 4, 2011
|
|
|
PLACE
|
|
The Petroleum Club of Lafayette
|
|
|
111 Heymann Boulevard
|
|
|
Lafayette, Louisiana
|
|
|
ITEMS OF BUSINESS
|
|
(1) To elect three directors for a three-year term expiring in 2014 and until their successors are
elected and qualified;
|
|
|
|
|
(2) To adopt a non-binding resolution to approve the compensation of our named executive
officers;
|
|
|
|
|
(3) To consider an advisory vote on the frequency of future non-binding votes on the compensation of
our named executive officers;
|
|
|
|
|
(4) To ratify the appointment of Porter Keadle Moore, LLP as our independent registered public
accounting firm for the fiscal year ending December 31, 2011; and
|
|
|
|
|
(5) To transact such other business, as may properly come before the meeting or at any adjournment
thereof. We are not aware of any other such business.
|
|
|
RECORD DATE
|
|
Holders of Home Bancorp, Inc. common stock of record at the close of business on March 17, 2011 are entitled to vote at the meeting.
|
|
|
ANNUAL REPORT
|
|
Our 2010 Annual Report on Form 10-K is enclosed but is not a part of the proxy solicitation materials.
|
|
|
PROXY VOTING
|
|
It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders whose
shares are held in street name can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on the proxy card sent to you. You can revoke a proxy at
any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement.
|
|
|
|
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
|
|
|
|
April 1, 2011
|
|
Henry W. Busch, Jr.
|
|
|
Corporate Secretary
|
HOME BANCORP, INC.
PROXY STATEMENT
ABOUT THE ANNUAL MEETING OF
SHAREHOLDERS
We are furnishing
this proxy statement to holders of common stock of Home Bancorp, Inc., the holding company of Home 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 Wednesday, May 4, 2011 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 mailed to shareholders on or about April 1, 2011.
Important Notice Regarding the
Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2011.
This proxy statement and our 2010 Annual Report on Form 10-K as well as directions to the Annual Meeting are available through our Investor Relations
website at http://home24bank.investorroom.com.
What is the purpose of the Annual Meeting?
At our Annual Meeting, shareholders will act upon the election of directors, a non-binding resolution to approve the compensation of our named executive
officers, an advisory vote on the frequency of future non-binding votes on 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 our shareholders of record as of the close of business on the record date for the meeting, March 17, 2011, are entitled to vote at the meeting.
On the record date, we had 8,087,159 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 proxy?
After you have carefully read this proxy statement, indicate on your proxy form how you want your shares to be voted. Then sign, date and mail your proxy
form in the enclosed prepaid return envelope as soon as possible. This will enable your shares to be represented and voted at the Annual Meeting.
Can I attend the meeting and vote my shares in person?
Yes. All shareholders are
invited to attend the Annual Meeting. Shareholders of record can vote in person at the Annual Meeting. If your shares are held in 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.
1
Can I change my vote after I return my proxy card?
Yes. If you are a shareholder of record, there are three ways you can change your vote or revoke your proxy after you have sent in your proxy form.
|
|
|
First, you may send a written notice to our Corporate Secretary, Mr. Henry W. Busch, Jr., Home Bancorp, Inc., 503 Kaliste Saloom Road,
Lafayette, Louisiana 70508, stating that you would like to revoke your proxy.
|
|
|
|
Second, you may complete and submit a new proxy form. Any earlier proxies will be revoked automatically.
|
|
|
|
Third, you may attend the Annual Meeting and vote in person. Any earlier proxy will be revoked. However, attending the Annual Meeting without voting in
person will not revoke your proxy.
|
If your shares are held in street name and you have instructed a broker or
other nominee to vote your shares, you must follow directions from your broker or other nominee to change your vote.
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, the non-binding resolution to approve the compensation of our named executive officers or the advisory vote on the frequency of future non-binding votes on the compensation of our named executive officers if you do not furnish
instructions for such proposal. You should use the voting instruction card provided by the institution that holds your shares to instruct your broker to vote your shares or else your shares will be considered broker non-votes.
Broker non-votes are shares held by brokers or nominees as to which voting instructions have not been received from the beneficial owners or
the persons entitled to vote those shares and the broker or nominee does not have discretionary voting power under rules applicable to broker-dealers. Under these rules, the proposal to elect directors is not 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 of our named executive officers, FOR three years on the advisory vote
on the frequency of future non-binding votes on the compensation of our named executive officers, and FOR ratification of Porter Keadle Moore, LLP as our independent registered public accounting firm for the year ending December 31, 2011.
2
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 no contrary instructions are given, each proxy signed and received 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 three 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 Porter Keadle Moore, LLP for 2011. The option (either every three years, every two years or every year) on the advisory vote regarding the frequency of future non-binding votes receiving the greatest number of
votes cast will be the frequency that shareholders approve. Abstentions 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.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR, CONTINUING
DIRECTORS
AND EXECUTIVE OFFICERS
Election of Directors (Proposal One)
Our Articles of Incorporation provide that the Board of Directors shall be divided into three classes as nearly equal in number as possible. The directors
are elected by our shareholders for staggered terms and until their successors are elected and qualified. No director is related to any other director or executive officer by first cousin or closer.
At this Annual Meeting, you will be asked to elect one class of directors, consisting of three directors, for a three-year term expiring in 2014 and
until their successors are elected and qualified. Shareholders of Home Bancorp 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. John W. Bordelon, Paul J. Blanchet, III, and Marc W. Judice to a three-year term expiring in 2014. All of the Companys current directors have served as directors of the Company since its organization in May 2008, and all of such
directors also serve as directors of Home Bank, the Companys wholly owned subsidiary. Mr. Lester J. Dailey originally was elected to the Board of Directors of the Bank pursuant to the terms of a merger agreement whereby the Bank
acquired Crowley Building and Loan Association in 2006. Consistent with the Companys Bylaws, Mr. Dailey, who is 72 years old, is expected to retire as a director as of the Annual Meeting.
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.
3
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. Ages are reflected as of March 17, 2011. Where applicable, service as a director includes service as a director of Home Bank.
Nominees for Director for a Three-Year Term Expiring in 2014
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation During the Past Five
Years/Public
Directorships
|
|
Director of the
Bank Since
|
John W. Bordelon
|
|
55
|
|
Director, President and Chief Executive Officer of Home Bank since 1993. Previously served in various management and other positions
since joining the Bank in 1981.
As President and Chief Executive Officer,
Mr. Bordelon brings to the board his extensive knowledge of Home Banks operations gained from his more than 30 years of banking experience.
|
|
1990
|
|
|
|
|
Paul J. Blanchet, III
|
|
56
|
|
Director. Partner in Broussard Poche Lewis & Breaux, LLP, a public accounting firm located in Lafayette, Louisiana.
As a certified public accountant, Mr. Blanchet brings to the board 33 years of
experience in accounting and finance as well as in advising small to mid-sized businesses operating in southern Louisiana.
|
|
2002
|
|
|
|
|
Marc W. Judice
|
|
64
|
|
Director. President of Judice & Adley, PLC, a law firm located in Lafayette, Louisiana.
Mr. Judice has more than 30 years of litigation experience in southern Louisiana, has
been listed in Louisiana Super Lawyers (2007 inaugural edition through 2010) and, among other honors, is listed in the Bar Register of Prominent Lawyers.
|
|
1996
|
The Board of
Directors recommends that you vote
FOR
election of the nominees for director.
Members of the Board of Directors Continuing in
Office
Directors Whose Term Expires in 2012
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation During the Past Five
Years/Public
Directorships
|
|
Director of the
Bank Since
|
Henry W. Busch, Jr.
|
|
70
|
|
Director and Secretary. President of Mike Baker Brick of Lafayette, Louisiana.
Mr. Busch brings to the board his more than 48 years of experience as a small
businessman in Lafayette, Louisiana.
|
|
1993
|
|
|
|
|
Lester J. Dailey
|
|
72
|
|
Director and First Vice President of Home Bank since July 2006. Former Vice President and Chief Executive Officer of Crowley Building & Loan Association, Crowley, Louisiana from
1980 through June 2006.
|
|
2006
|
|
|
|
|
John A. Hendry
|
|
61
|
|
Director. Pediatric Dentist in Lafayette, Louisiana.
Through his professional practice and affiliations, Dr. Hendry has gained extensive contacts in the local business community.
|
|
2000
|
4
Directors Whose Term Expires in 2013
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Principal Occupation During the Past Five
Years/Public
Directorships
|
|
Director of the
Bank Since
|
Michael P. Maraist
|
|
63
|
|
Chairman of the Board. Owner and Chief Financial Officer of Timco Services Inc., a provider of oilfield tools and services located in
Lafayette, Louisiana.
In addition to 10 years of prior banking experience,
Mr. Maraist brings more than 30 years of entrepreneurial and business experience from his management efforts at a successful oilfield tools and services business headquartered in Lafayette, Louisiana.
|
|
2004
|
|
|
|
|
Richard J. Bourgeois
|
|
64
|
|
Director. Physician and surgeon, Lafayette, Louisiana.
As a practicing physician in Lafayette, Dr. Bourgeois has developed extensive contacts in the local business community. Dr. Bourgeois also serves as
Chairman of the Board of Lafayette General Surgical Hospital, Chairman of Lafayette Investment Group and Managing Member of Label B Real Estate Investments.
|
|
1994
|
Board Leadership Structure and the
Boards 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. The Board of Directors has 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 on 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 in its fundamental role of providing independent oversight and advice to management. 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, operational 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 Boards risk oversight function is carried out through, among other factors, its review and approval of various policies and procedures, such as the Banks lending and investment policies, ratification or
approval of loans exceeding certain thresholds, and regular review of risk elements such as interest rate risk exposure, liquidity and problem assets.
5
Stock Ownership Guidelines
To further align managements 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. In 2011, the Companys Board of Directors established stock ownership guidelines for our non-employee directors and President and Chief Executive Officer. Under such guidelines, our non-employee directors are expected to own shares
of our common stock with a value of not less than four times their annual retainer and our President and Chief Executive Officer is expected to own shares with a value of not less than four times his annual salary. All of our current non-employee
directors and our President and Chief Executive Officer satisfy the stock ownership guidelines. In the future, new non-employee directors and any new President and Chief Executive Officer will be expected to satisfy the Companys stock
ownership guidelines within a reasonable period of time.
Compensation Policies and Practices as They Relate to Risk Management
The Compensation Committee of the Board of Directors has reviewed the Companys policies and practices applicable to employees,
including the Companys 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 Companys 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
Darren E. Guidry. Age 48. Mr. Guidry has
served as an Executive Vice President and Chief Lending Officer for the Bank since 1993.
Scott T. Sutton. Age 57. Mr. Sutton joined the
Bank in August 2008 as Executive Vice President and Chief Operations Officer.
Previously, Mr. Sutton served as Senior Vice President of Operations of Teche Federal Bank since August 1999, and prior thereto, as Senior Vice President of
IberiaBank.
Joseph B. Zanco. Age 41. Mr. Zanco joined the Bank in April 2008 as Executive Vice President and Chief Financial Officer.
Previously, Mr. Zanco served as Controller at IberiaBank Corporation since May 2003 and, prior thereto, as Internal Audit Manager at IberiaBank.
In accordance with Home Bancorps 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 Banks directors currently receive an annual retainer of $14,000 plus $500 per Board meeting attended and $350 per Committee meeting attended.
6
The table below summarizes the total compensation paid to the Banks directors for the fiscal year
ended December 31, 2010, except for Mr. Bordelon who is in the Summary Compensation Table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Fees Earned or
Paid in Cash
|
|
|
Stock
Awards
|
|
|
Option
Awards
|
|
|
All Other
Compensation
|
|
|
Total
(1)
|
|
|
|
|
|
|
|
Michael P. Maraist
|
|
$
|
33,446
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
33,446
|
|
Paul J. Blanchet, III
|
|
|
28,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,696
|
|
Richard J. Bourgeois
|
|
|
34,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,296
|
|
Henry W. Busch, Jr.
|
|
|
29,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,946
|
|
Lester J. Dailey
|
|
|
20,996
|
|
|
|
|
|
|
|
|
|
|
|
86,866
|
(2)
|
|
|
107,862
|
|
John A. Hendry
|
|
|
26,296
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,296
|
|
Marc W. Judice
|
|
|
29,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,046
|
|
(1)
|
At
December 31, 2010, each non-employee director held 14,280 unvested stock awards under our 2009 Recognition and Retention Plan and outstanding options covering 44,630 shares under our 2009 Stock Option Plan.
|
(2)
|
Includes salary of
$75,000, employer contributions under the Home Bank Profit Sharing 401(k) Plan, shares allocated under the Companys Employee Stock Ownership Plan (the ESOP) and automobile expense. Mr. Dailey previously served as Vice
President and Chief Executive Officer of Crowley Building and Loan Association. At the time of the Banks acquisition of the association in June 2006, it entered into an employment agreement with Mr. Dailey. The employment agreement, as
amended and restated, provides that Mr. Dailey will serve as the Banks Business Development Officer for Crowley. The agreement also provides for a minimum base salary of $75,000 and has a term ending on the earlier of the Companys
2011 Annual Meeting of Shareholders or December 22, 2011.
|
Committees and Meetings of the Board of Directors
During the year ended December 31, 2010, the Board of Directors of Home Bancorp, met 13 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, Bourgeois, Busch, Hendry, Judice and Maraist are independent directors. Members of the Board also serve on committees
of Home Bank.
Membership on Certain Board Committees.
The Board of Directors of Home Bancorp has established an Audit Committee and a
Compensation Committee. The following table sets forth the membership of such committees as of the date of this proxy statement.
|
|
|
|
|
|
|
|
|
Name
|
|
Audit
Committee
|
|
|
Compensation
Committee
|
|
John W. Bordelon
|
|
|
|
|
|
|
|
|
Paul J. Blanchet, III
|
|
|
**
|
|
|
|
*
|
|
Richard J. Bourgeois
|
|
|
|
|
|
|
|
|
Henry W. Busch, Jr.
|
|
|
|
|
|
|
|
|
Lester J. Dailey
|
|
|
|
|
|
|
|
|
John A. Hendry
|
|
|
*
|
|
|
|
*
|
|
Marc W. Judice
|
|
|
*
|
|
|
|
*
|
|
Michael P. Maraist
|
|
|
|
|
|
|
**
|
|
Audit Committee.
The Audit
Committee reviews with management and our independent registered public accounting firm Home Bancorps internal control over financial reporting, reviews our annual financial statements, including the Form 10-K and monitors Home Bancorps
adherence to generally accepted accounting principles in our accounting and financial reporting. The Audit Committee is currently comprised of three directors, all of whom are independent directors as defined in the Nasdaqs listing standards.
Mr. Blanchet, a certified public accountant and partner in the accounting firm of Broussard Poche Lewis & Breaux LLP, has been designated as our Audit Committee Financial Expert by the Board of Directors. The Audit Committee of Home
Bancorp met 17 times in 2010. The committees charter is available on our website at www.home24bank.com under the About Us/Investor Relations heading.
7
Compensation Committee.
It is the responsibility of the Compensation Committee of Home Bancorp to set
the compensation of Home Bancorps Chief Executive Officer and Chief Financial Officer as well as the other named executive officers. The Compensation Committee of Home Bancorp met two times in 2010. Each of the current members of the
Compensation Committee is an independent director as defined in the Nasdaq listing standards.
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 of our directors attended our Annual Meeting of Shareholders held in May 2010.
Director Nominations
The Company does
not have a Nominating Committee of the Board of Directors. Instead, nominations are made by a majority of the Boards independent directors. The Board of Directors 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 Board also may consider the extent to which the candidate would fill a present need on the Board of Directors.
The Board of Directors will also consider candidates for director suggested by our management or shareholders. Any shareholder wishing to make a nomination must follow our procedures for shareholder nominations, which are described under
Shareholder Proposals, Nominations and Communications with the Board of Directors at page 25.
Code of Conduct and Ethics
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 About Us/Investor Relations heading. In accordance with the listing requirements of the Nasdaq Stock Market, we will disclose on the
SECs Form 8-K, any waivers to this Code of Conduct and Ethics with respect to any of our directors or executive officers.
MANAGEMENT COMPENSATION
Compensation Discussion and
Analysis
Compensation Philosophy and Objectives.
Our Compensation Committee has the responsibility for establishing and reviewing
our compensation philosophy and objectives. In this role, the Compensation Committee has sought to design a compensation structure that attracts and retains qualified and experienced officers and, at the same time, is reasonable and competitive. Our
compensation has consisted primarily of cash compensation, salary and bonuses, stock-based benefit plans and retirement benefits.
8
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.
Periodically, the Company retains an independent benefits consulting firm to review its compensation structure. During 2011, the Company retained Pearl
Meyer & Partners. Pearl Meyer & Partners reviewed our compensation practices and compared them with compensation practices, including salary, bonus and supplemental executive retirement plans, for approximately 24 regional banks
and thrift institutions. Pearl Meyer & Partners also assisted the Compensation Committee in evaluating the cash bonus program described below. The Compensation Committee considered Pearl Meyer & Partners review of
compensation levels in establishing the compensation amounts for the Companys named executive officers in 2011.
Elements of
Executive Compensation.
When setting the compensation of our executive officers, the Compensation Committee generally targets compensation at the median of our peer group. The compensation we provide to our executive officers and other employees
primarily consists of the following:
|
|
|
annual cash bonuses which are discretionary;
|
|
|
|
stock-based benefit plans, consisting of our ESOP, stock option plan and recognition and retention plan;
|
|
|
|
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 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 our peers to executives in similar positions. Merit increases normally take effect in April of each year.
During its review of base salaries for executives, the Compensation Committee primarily considers:
|
|
|
internal review of the executives compensation, both individually and relative to other officers;
|
|
|
|
individual performance of the executive;
|
|
|
|
qualifications and experience of the officer; and
|
|
|
|
the financial condition and results of operations of the Company.
|
Base salaries are reviewed annually and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience.
Cash 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 were appropriate
in light of bonuses paid to officers with the same position at comparable institutions, as reported in publicly available salary surveys. The committee has developed specific individual or company performance targets as a measure to determine bonus
amounts for
9
each participant. All cash bonuses of the executive officers and all bonus plan designs are evaluated 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 Companys goals, and risks associated with the plans are effectively mitigated. For 2010, the bonuses to Messrs. Bordelon, Zanco, Guidry, and Sutton were $71,099,
$41,979, $38,572, and $38,080 respectively, and were determined based upon consideration of the matrix shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Components
|
|
Weight
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
John W. Bordelon
|
|
Return on average assets
|
|
|
50
|
%
|
|
|
0.60
|
%
|
|
|
0.70
|
%
|
|
|
0.81
|
%
|
|
|
Strategic objectives
|
|
|
10
|
%
|
|
|
Below
|
|
|
|
Meets
|
|
|
|
Above
|
|
|
|
Efficiency ratio
|
|
|
20
|
%
|
|
|
84.58
|
%
|
|
|
73.55
|
%
|
|
|
62.52
|
%
|
|
|
Core deposit growth
|
|
|
20
|
%
|
|
|
11.90
|
%
|
|
|
14.00
|
%
|
|
|
16.10
|
%
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
|
|
|
|
|
30
|
%
|
|
|
50
|
%
|
|
|
|
|
|
|
Darren E. Guidry
|
|
Return on average assets
|
|
|
30
|
%
|
|
|
0.60
|
%
|
|
|
0.70
|
%
|
|
|
0.81
|
%
|
|
|
Efficiency ratio
|
|
|
10
|
%
|
|
|
84.58
|
%
|
|
|
73.55
|
%
|
|
|
62.52
|
%
|
|
|
Core deposit growth
|
|
|
20
|
%
|
|
|
11.90
|
%
|
|
|
14.00
|
%
|
|
|
16.10
|
%
|
|
|
Commercial loan portfolio growth
|
|
|
15
|
%
|
|
|
10.40
|
%
|
|
|
18.50
|
%
|
|
|
21.28
|
%
|
|
|
Strategic Objectives
|
|
|
10
|
%
|
|
|
Below Average
|
|
|
|
Average
|
|
|
|
Above Average
|
|
|
|
Mortgage loan profitability
|
|
|
15
|
%
|
|
|
0.85
|
%
|
|
|
1.0
|
%
|
|
|
1.15
|
%
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
40
|
%
|
|
|
|
|
|
|
Joseph B. Zanco
|
|
Return on average assets
|
|
|
40
|
%
|
|
|
0.60
|
%
|
|
|
0.70
|
%
|
|
|
0.81
|
%
|
|
|
Efficiency ratio
|
|
|
20
|
%
|
|
|
84.58
|
%
|
|
|
73.55
|
%
|
|
|
62.52
|
%
|
|
|
Core deposit growth
|
|
|
10
|
%
|
|
|
11.90
|
%
|
|
|
14.00
|
%
|
|
|
16.10
|
%
|
|
|
Strategic Objectives
|
|
|
30
|
%
|
|
|
Below Average
|
|
|
|
Average
|
|
|
|
Above Average
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
40
|
%
|
|
|
|
|
|
|
Scott T. Sutton
|
|
Return on average assets
|
|
|
30
|
%
|
|
|
0.60
|
%
|
|
|
0.70
|
%
|
|
|
0.81
|
%
|
|
|
Efficiency ratio
|
|
|
20
|
%
|
|
|
84.58
|
%
|
|
|
73.55
|
%
|
|
|
62.52
|
%
|
|
|
Core deposit growth
|
|
|
10
|
%
|
|
|
11.90
|
%
|
|
|
14.00
|
%
|
|
|
16.10
|
%
|
|
|
Supervision-HR, IT, Ops, Marketing
|
|
|
15
|
%
|
|
|
3.50
|
%
|
|
|
4.00
|
%
|
|
|
4.50
|
%
|
|
|
Strategic Objectives
|
|
|
25
|
%
|
|
|
Below Average
|
|
|
|
Average
|
|
|
|
Above Average
|
|
|
|
Bonus as a percentage of base salary
|
|
|
|
|
|
|
|
|
|
|
25
|
%
|
|
|
40
|
%
|
Bonus payments are also subject to the
Companys satisfaction of the Office of Thrift Supervision examination and audit standards as well as consideration of subjective individual performance evaluations.
Equity Compensation.
In 2009, we adopted our stock option plan and our recognition and retention plan, which is a restricted stock plan, in order to more closely align the interests of our
directors and executive officers with our shareholders. Our named executive officers, Messrs. Bordelon, Guidry, Sutton and Zanco, received awards from the Compensation Committee under those plans in May 2009 which are vesting at a rate of
20% per year over five years. Once options become vested under our 2009 Stock Option Plan or awards become vested under our 2009 Recognition and Retention Plan, no additional holding period is imposed on award recipients. While no additional
awards of stock options or restricted stock were made to our named executive officers in 2010, the Compensation Committee considered the value of the portion of such awards made in 2009 which became vested in 2010 when assessing the overall
compensation paid to our named executive officers in 2010. In addition to the benefits provided by our stock option plan and our recognition and retention plan, in connection with our mutual-to-stock conversion we implemented an employee stock
ownership plan. 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.
Other Elements of Executive Compensation.
In addition to salary and bonus and awards under our 2009 Stock Option Plan and 2009 Recognition and
Retention Plan, we provide our named executive officers with certain compensation and benefits as described below.
|
|
|
Employment Agreements. In June 2009, Home Bank entered into employment agreements with each of our named executive officers. In addition, Home Bancorp
entered into an employment agreement with Mr. Bordelon. Given the increased demands placed upon management of a public company compared to a mutual institution as well as the market risks that accompany public ownership, the Compensation Committee
believed it was appropriate to enter into the employment agreements. For additional information, see Employment Agreements.
|
10
|
|
|
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 implemented an employee stock ownership plan (ESOP), a tax-qualified plan which purchased 8.0% of the stock in the
Companys initial public stock offering. This plan provides all of our employees who meet the age and service requirements with a stake in the future performance of our common stock. The ESOP is an equity based plan available to all employees
who meet the minimum age and service requirements.
|
|
|
|
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. Our President and Chief Executive Officer is provided an automobile and is charged on his W-2 for the personal mileage. The Chief Lending Officer and Chief Operating Officer receive a monthly auto
allowance. We pay club dues for the Chief Executive Officer and Chief Lending Officer. The Chief Executive Officer has three club memberships for meetings with customers. The Chief Lending Officer has two club memberships for meetings with
customers. The Compensation Committee believes such benefits are appropriate and assist such officers in fulfilling their employment obligations.
|
Clawback Policy
In 2011, the Companys Board of Directors instituted a new
clawback policy with respect to incentive compensation. The clawback policy mitigates the risks associated with the Companys 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
Companys financial statements due to material non-compliance with any financial reporting requirement under Federal securities laws. If the Company is required to prepare 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 Companys 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 plan with our President and Chief Executive Officer which will provide supplemental retirement benefits equal to $180,000 per year for 10 years upon
retirement at normal retirement age or upon death, disability or termination in connection with or following a change in control. The salary and continuation plan was deemed appropriate by the Compensation Committee in light of
Mr. Bordelons years of service as an executive officer and as incentive to retain his services until retirement. We also entered into a salary continuation plan with our Chief Lending Officer, which will provide supplemental retirement
benefits equal to $75,000 per year for 10 years upon his retirement at age 62. The salary continuation plan entered into with Mr. Guidry was deemed appropriate as an incentive to maintain his continued services until retirement. The
Compensation Committee may consider additional plans of this type for any new executive officers of the Company. These salary continuation plans are described in more detail on page 15 under Salary Continuation Agreements.
11
Summary Compensation Table
The table below summarizes the total compensation paid or earned by our Chief Executive Officer, Chief Financial Officer, and any other executive officer whose compensation exceeded $100,000 (which we
refer to as the named executive officers) for the fiscal years ended December 31, 2010, 2009 and 2008. All cash compensation has been paid by Home Bank. Home Bancorp, Inc., the holding company for Home Bank, has not paid separate
cash compensation to our executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards
(1)
|
|
|
Option
Awards
(1)
|
|
|
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(2)
|
|
|
All
Other
Compensation
(3)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
John W. Bordelon
|
|
|
2010
|
|
|
$
|
222,000
|
|
|
$
|
71,099
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
52,931
|
|
|
$
|
76,728
|
|
|
$
|
422,758
|
|
President and Chief Executive Officer
|
|
|
2009
|
|
|
|
215,000
|
|
|
|
66,213
|
|
|
|
818,675
|
|
|
|
641,377
|
|
|
|
49,855
|
|
|
|
73,473
|
|
|
|
1,864,593
|
|
|
|
2008
|
|
|
|
215,000
|
|
|
|
40,169
|
|
|
|
|
|
|
|
|
|
|
|
46,959
|
|
|
|
67,667
|
|
|
|
369,795
|
|
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
|
2010
|
|
|
|
142,900
|
|
|
|
38,572
|
|
|
|
|
|
|
|
|
|
|
|
12,122
|
|
|
|
36,376
|
|
|
|
229,970
|
|
Executive Vice President and Chief Lending Officer
|
|
|
2009
|
|
|
|
138,000
|
|
|
|
35,064
|
|
|
|
314,875
|
|
|
|
186,990
|
|
|
|
11,418
|
|
|
|
38,791
|
|
|
|
725,138
|
|
|
|
2008
|
|
|
|
137,000
|
|
|
|
23,670
|
|
|
|
|
|
|
|
|
|
|
|
10,754
|
|
|
|
36,788
|
|
|
|
208,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott T. Sutton
(4)
|
|
|
2010
|
|
|
|
143,625
|
|
|
|
38,080
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31,072
|
|
|
|
212,777
|
|
Executive Vice President and Chief Operations Officer
|
|
|
2009
|
|
|
|
140,000
|
|
|
|
35,571
|
|
|
|
194,650
|
|
|
|
186,990
|
|
|
|
|
|
|
|
22,132
|
|
|
|
579,343
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph B. Zanco
(5)
|
|
|
2010
|
|
|
|
148,920
|
|
|
|
41,979
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,210
|
|
|
|
221,109
|
|
Executive Vice President and Chief Financial Officer
|
|
|
2009
|
|
|
|
146,000
|
|
|
|
45,409
|
|
|
|
194,650
|
|
|
|
186,990
|
|
|
|
|
|
|
|
26,647
|
|
|
|
599,696
|
|
|
|
2008
|
|
|
|
99,018
|
|
|
|
37,079
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,006
|
|
|
|
141,103
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(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 and Guidry.
|
(3)
|
For 2010, includes employer contributions under the Home Bank 401(k) Profit Sharing Plan in the amount of $9,800, $7,651, $7,481 and $7,449 for Messrs.
Bordelon, Guidry, Sutton and Zanco, contributions to the Companys ESOP in the amount of $18,930, $14,778, $14,451 and $14,389 to the accounts of Messrs. Bordelon, Guidry, Sutton and Zanco, respectively, as well as payments for unused vacation,
life insurance premiums and costs of cellular phones; includes automobile expense for Messrs. Bordelon, Guidry and Sutton; also includes for Messrs. Bordelon and Guidry, club dues and for Mr. Bordelon, directors fees of $20,996 and the
payment of premiums for long term disability insurance.
|
(4)
|
Mr. Sutton joined the Company and the Bank in August 2008.
|
(5)
|
Mr. Zanco became Executive Vice President and Chief Financial Officer in April 2008.
|
12
Equity Compensation Plans
During 2010, no equity awards were granted to the named executive officers under our 2009 Recognition and Retention Plan or 2009 Stock Option Plan.
Outstanding Equity Awards at Fiscal Year-End.
The table below sets forth outstanding equity awards at December 31, 2010 to our named
executive officers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Securities
Underlying Unexercised
Options
(1)
|
|
|
Exercise
Price
|
|
|
Option
Expiration
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
|
|
Unexercisable
|
|
|
Exercisable
|
|
|
|
|
|
John W. Bordelon
|
|
|
137,200
|
|
|
|
34,300
|
|
|
$
|
11.45
|
|
|
|
5/12/2019
|
|
|
|
57,200
|
|
|
$
|
790,504
|
|
Darren E. Guidry
|
|
|
40,000
|
|
|
|
10,000
|
|
|
|
11.45
|
|
|
|
5/12/2019
|
|
|
|
22,000
|
|
|
|
304,040
|
|
Scott T. Sutton
|
|
|
40,000
|
|
|
|
10,000
|
|
|
|
11.45
|
|
|
|
5/12/2019
|
|
|
|
13,600
|
|
|
|
187,952
|
|
Joseph B. Zanco
|
|
|
40,000
|
|
|
|
10,000
|
|
|
|
11.45
|
|
|
|
5/12/2019
|
|
|
|
13,600
|
|
|
|
187,952
|
|
(1)
|
Options vest at a rate of 20% per year commencing on the first anniversary of the date of grant, or May 12, 2010.
|
(2)
|
Market value is calculated based on the closing price of $13.82 on December 31, 2010.
|
Option Exercises and Stock Vested.
Initial grants of awards under our 2009 Recognition and Retention Plan and 2009 Stock Option Plan were made in
May 2009. All of such awards under both plans begin vesting in May 2010. None of our executive officers exercised any stock options during 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
(1)
|
|
John W. Bordelon
|
|
|
|
|
|
$
|
|
|
|
|
14,300
|
|
|
$
|
198,484
|
|
Darren E. Guidry
|
|
|
|
|
|
|
|
|
|
|
5,500
|
|
|
|
76,340
|
|
Scott T. Sutton
|
|
|
|
|
|
|
|
|
|
|
3,400
|
|
|
|
47,192
|
|
Joseph B. Zanco
|
|
|
|
|
|
|
|
|
|
|
3,400
|
|
|
|
47,192
|
|
(1)
|
Market value is calculated based on the closing price of $13.88 on May 12, 2010.
|
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 provides that Mr. Bordelon will receive an annual retirement
benefit for a period of 10 years, with the annual benefit equal to $180,000 if he retires at age 62 and increasing each additional year he remains employed until the annual benefit reaches $214,000 if he retires after age 65. The retirement benefits
vest over a period of 10 years, with 50% of the benefit vesting in 2007. In the event of early retirement, the Bank will pay Mr. Bordelon his vested benefits in 120 equal monthly installments upon his attaining age 62. If Mr. Bordelon dies
while still employed, the Bank will pay Mr. Bordelons beneficiary an annual benefit of $360,000 each year for five years, payable in monthly installments.
If Mr. Bordelon has a separation from service within 24 months following a change in control but prior to reaching age 62, the Bank shall pay him $180,000 per year in 120 equal monthly installments,
beginning the earlier of 24 months after separation from service or age 62. If the separation from service occurs more than 24 months following a change in control, the annual benefit shall be distributed beginning at age 62.
13
A nonqualified salary continuation agreement was also entered into with Darren E. Guidry, effective
August 1, 2007. Mr. Guidrys agreement 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 vest over a
period of 12 years, commencing August 1, 2008. 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,
the Bank will pay his beneficiary an annual benefit of $75,000 each year for 10 years, payable in monthly installments. 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. In each case, benefits 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 and Guidry under the salary continuation
agreements. The salary continuation agreements do not include any provision regarding years of credited service.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of Years
Credited Service
|
|
|
Present Value of
Accumulated
Benefit
(1)
|
|
|
Payments
During
Last Fiscal
Year
|
|
John W. Bordelon
|
|
Salary Continuation Plan
|
|
|
n/a
|
|
|
$
|
911,107
|
|
|
$
|
|
|
Darren E. Guidry
|
|
Salary Continuation Plan
|
|
|
n/a
|
|
|
$
|
208,656
|
|
|
$
|
|
|
(1)
|
Reflects the actuarial present value as of December 31, 2010, 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.
|
Employment Agreements
In March 2011, the Company amended and restated its employment agreement with John W. Bordelon, the Companys President and Chief
Executive Officer, and the Bank amended and restated its employment agreements with Mr. Bordelon and Darren E. Guidry, Executive Vice President and Chief Lending Officer, Scott T. Sutton, Executive Vice President and Chief Operations Officer,
and Joseph B. Zanco, Executive Vice President and Chief Financial Officer. The employment agreements with Mr. Bordelon have a term expiring on June 22, 2014, and the terms of the employment agreements with the other executive officers have
a term expiring on June 22, 2013. 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 officers 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 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 years 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 officers 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. The employment agreements with the Bank provide that in the event any
of the payments to be made thereunder 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), payments and
benefits received thereunder shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits being non-deductible by the Bank for federal income tax purposes.
14
In addition to the employment agreement between the Bank and Mr. Bordelon, the Company has also entered
into an employment agreement with Mr. Bordelon which is on terms substantially similar to his agreement with the Bank, except as described below. With respect to any change in control, as defined, occurring after June 22, 2014, if any
payments to be made under Mr. Bordelons employment agreement with the Company would be deemed to constitute parachute payments, the payments and benefits to be received thereunder shall be reduced by the minimum amount
necessary to result in no portion of the payments and benefits being non-deductible by the Company for federal income tax purposes. If the parachute payments are not more than 105% of the amount equal to three times the executives base amount,
the severance benefits payable by the Company will be reduced so they do not constitute parachute payments under Section 280G of the Code. The agreement between the Company and Mr. Bordelon provides that, with respect to any
Change in Control, as defined, occurring on or before June 22, 2014, if the parachute amounts associated with the severance and other benefits payable to Mr. Bordelon exceed 105% of three times Mr. Bordelons base
amount as defined in Section 280G of the Code, then the Company shall reimburse Mr. Bordelon for any resulting excise taxes payable by him, plus such additional amount as may be necessary to compensate him for the payment of federal
and state income, excise and other employment-related taxes on such reimbursement in order to place Mr. Bordelon in the same after-tax position he would have been if the excise tax had not been imposed. Under the employment agreements,
Mr. Bordelons compensation, benefits and expenses will be paid by the Company and the Bank in the same proportion as the time and services actually expended by Mr. Bordelon on behalf of each company.
Potential Payments Upon Termination of Employment or 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,
2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
666,000
|
|
|
$
|
864,639
|
|
|
$
|
|
|
|
$
|
|
|
ESOP allocations
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,064
|
|
|
|
|
|
|
|
|
|
Medical benefits
(d)
|
|
|
|
|
|
|
|
|
|
|
19,841
|
|
|
|
19,841
|
|
|
|
|
|
|
|
|
|
Other welfare benefits
(e)
|
|
|
|
|
|
|
|
|
|
|
17,496
|
|
|
|
17,496
|
|
|
|
|
|
|
|
|
|
Additional salary continuation agreement benefits
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
630,687
|
|
|
|
41,944
|
|
|
|
|
|
§280G tax gross-up
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
691,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards:
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options
(
i
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
325,166
|
|
|
|
325,166
|
|
|
|
|
|
Unvested restricted stock
awards
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
790,504
|
|
|
|
790,504
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and benefits
(k)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
703,337
|
|
|
$
|
3,428,599
|
|
|
$
|
1,157,614
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Footnotes follow the table on page 17)
15
The following table describes the potential payments to Darren E. Guidry, Executive Vice President and Chief
Lending Officer, upon an assumed termination of employment or a change in control as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
142,900
|
|
|
$
|
355,928
|
|
|
$
|
|
|
|
$
|
|
|
ESOP allocations
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
62,815
|
|
|
|
|
|
|
|
|
|
Medical benefits
(d)
|
|
|
|
|
|
|
|
|
|
|
5,994
|
|
|
|
12,588
|
|
|
|
|
|
|
|
|
|
Other welfare benefits
(e)
|
|
|
|
|
|
|
|
|
|
|
1,418
|
|
|
|
2,978
|
|
|
|
|
|
|
|
|
|
Additional salary continuation agreement benefits
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,756
|
|
|
|
|
|
|
|
|
|
§280G tax cutback
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(86,726
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards:
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options
(
i
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,802
|
|
|
|
94,802
|
|
|
|
|
|
Unvested restricted stock
awards
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
304,040
|
|
|
|
304,040
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and
benefits
(k)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
150,312
|
|
|
$
|
776,181
|
|
|
$
|
398,842
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following table describes the potential payments to Scott T. Sutton, Executive Vice President and Chief Operating
Officer, upon an assumed termination of employment or a change in control as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
143,625
|
|
|
$
|
358,392
|
|
|
$
|
|
|
|
$
|
|
|
ESOP allocations
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39,701
|
|
|
|
|
|
|
|
|
|
Medical benefits
(d)
|
|
|
|
|
|
|
|
|
|
|
2,739
|
|
|
|
5,753
|
|
|
|
|
|
|
|
|
|
Other welfare benefits
(e)
|
|
|
|
|
|
|
|
|
|
|
1,425
|
|
|
|
2,993
|
|
|
|
|
|
|
|
|
|
Additional salary continuation agreement benefits
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
§280G tax cutback
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards:
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options
(
i
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,802
|
|
|
|
94,802
|
|
|
|
|
|
Unvested restricted stock
awards
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,952
|
|
|
|
187,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and
benefits
(k)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
147,789
|
|
|
$
|
689,593
|
|
|
$
|
282,754
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Footnotes begin on following page)
16
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, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
148,920
|
|
|
$
|
388,658
|
|
|
$
|
|
|
|
$
|
|
|
ESOP allocations
(c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,302
|
|
|
|
|
|
|
|
|
|
Medical benefits
(d)
|
|
|
|
|
|
|
|
|
|
|
5,994
|
|
|
|
12,588
|
|
|
|
|
|
|
|
|
|
Other welfare benefits
(e)
|
|
|
|
|
|
|
|
|
|
|
1,478
|
|
|
|
3,103
|
|
|
|
|
|
|
|
|
|
Additional salary continuation agreement benefits
(f)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
§280G tax cutback
(g)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity awards:
(h)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unvested stock options
(
i
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,802
|
|
|
|
94,802
|
|
|
|
|
|
Unvested restricted stock
awards
(j)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
187,952
|
|
|
|
187,952
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total payments and
benefits
(k)
|
|
$
|
|
|
|
$
|
|
|
|
$
|
156,392
|
|
|
$
|
743,405
|
|
|
$
|
282,754
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
These severance payments and benefits are payable if the executives 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 executives 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. Bordelons (one times for Messrs.
Guidry, Sutton 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 executives base salary as of the date of termination and the cash bonus
earned by the executive for the calendar year preceding the year in which the date of termination occurs, with such sum multiplied by three for Mr. Bordelon and by two for each of Messrs. Guidry, Sutton 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, 2010 closing price of $13.82 per share, the value of the remaining unallocated ESOP shares
exceeds the remaining principal balance of the loan by approximately $2,100,000. The amounts shown represent each executives 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. Guidry, Sutton 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. Guidry, Sutton 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. Guidry, Sutton 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. Guidry, Sutton 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.
|
(Footnotes continued on following page)
17
(Footnotes continued from previous page)
(f)
|
Represents the incremental increase in the present value of the benefits payable under the Companys salary continuation agreements with Messrs.
Bordelon and Guidry. Under the salary continuation agreements, if the employment of Messrs. Bordelon and Guidry had terminated as of December 31, 2010 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 $117,000 and $4,406, respectively, with the benefits starting after Mr. Bordelon reaches age 62 in 2017 and after
Mr. Guidry reaches age 65 in 2027. If Messrs. Bordelon and Guidry remain employed until their respective normal retirement ages of 62 and 65, their normal retirement benefits would be $180,000 per year for Mr. Bordelon and $75,000 per year
for Mr. Guidry, in each case payable for 10 years in monthly installments. If the employment of Messrs. Bordelon and Guidry had terminated as of December 31, 2010 in connection with a change in control, Mr. Bordelon would have
received a change in control benefit of $180,000 per year for 10 years commencing January 1, 2013, and Mr. Guidry would have received a lump sum change in control benefit of approximately $48,000 in 2010. In the event
Mr. Bordelons employment had terminated due to disability as of December 31, 2010, his annual retirement benefit would have been approximately $123,750 for 10 years, commencing in 2017. If Mr. Bordelon had died on
December 31, 2010, his beneficiary would have received the value of his accrued benefits under his salary continuation agreement in a lump sum in 2010. If Mr. Guidry had died on December 31, 2010, his beneficiary would have received
$75,000 per year for 10 years, with the benefits starting in 2010.
|
(g)
|
The payments and
benefits to Mr. Bordelon in the change in control column are subject to a 20% excise tax to the extent the parachute amounts associated therewith under Section 280G of the Code equal or exceed three times his average taxable income for the
five years ended December 31, 2009. His payments exceed this threshold. If a change in control was to occur, the Company believes that the excise tax could be reduced or even eliminated if the timing of the change in control permitted tax
planning to be done. However, if the excise tax cannot be avoided and the parachute payments to Mr. Bordelon exceed 105% of three times his average taxable income from the Company and the Bank for the five years preceding the year in which the date
of termination occurs, then the Company has agreed in its employment agreement with Mr. Bordelon to pay the 20% excise tax and the additional federal, state and local income taxes and excise taxes on such reimbursement in order to place him in
the same after-tax position he would have been in if the excise tax had not been imposed. If the parachute payments to Mr. Bordelon are equal to or are less than 105% of three times his average taxable income from the Company and the Bank for
the five years preceding the year in which the date of termination occurs, then such payments and benefits 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. Payments
to Messrs. Guidry, Sutton 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. The amount of the reduction to Mr. Guidry is shown in the table. The
payments and benefits to Messrs. Sutton and Zanco do not exceed the executives Section 280G threshold and have not been reduced. If the timing of the change in control permitted tax planning to be done, the Company believes that the
amount of the cutbacks could be reduced or even eliminated.
|
(h)
|
As of December 31, 2010, based on the closing price of $13.82 per share of our common stock, Messrs. Bordelon, Guidry, Sutton and Zanco held
vested options with a cash value of approximately $81,300, $23,700, $23,700 and $23,700, respectively.
|
(i)
|
Represents the
value of the unvested stock options held by Messrs. Bordelon, Guidry, Sutton and Zanco that had an exercise price below the December 31, 2010 closing price of $13.82 per share, based on the difference between the December 31, 2010 closing
price and the per share exercise price of the unvested stock options. All unvested stock options will become fully vested upon an executives death or disability or upon a change in control.
|
(j)
|
Represents the value of the unvested restricted stock awards held by Messrs. Bordelon, Guidry, Sutton and Zanco based on the December 31, 2010
closing price of $13.82 per share. All unvested restricted stock awards will become fully vested upon an executives 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.
See the Pension Benefits table and the Nonqualified Deferred Compensation table under Excess Benefit Plan and Supplemental Executive Retirement Plan above. Also does not include earned but unpaid salary, accrued but unused vacation leave
and reimbursable expenses.
|
(Footnotes continued on following page)
18
(Footnotes continued from previous page)
(l)
|
If the employment
of Messrs. Bordelon, Guidry, Sutton and Zanco had terminated at December 31, 2010 due to death, the executives beneficiaries or estate would have received life insurance proceeds of approximately $1.0 million, $715,000, $718,000, and
$745,000, respectively. The group life insurance coverage is based on three times the executives base salary, subject to a cap of $500,000. The Company also maintains a split dollar life insurance policy for the executives that pays an
additional amount over the group coverage based on five times base salary, up to a combined maximum of $1.0 million. If the employment of Messrs. Bordelon, Guidry, Sutton and Zanco had terminated due to disability, the executives would have received
disability benefits of $10,800, $7,100, $7,200, and $7,400, respectively, per month. Disability benefits are provided at the rate of 60% of base salary not to exceed $10,800 per month for Mr. Bordelon, and $7,500 per month for Messrs. Guidry,
Sutton and Zanco, until the executive reaches his or her normal retirement age. In addition, each executives 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. These loans did not involve more than the normal risk of collectibility or present other unfavorable features. These loans were performing according to their
original terms at December 31, 2010. None of the Banks 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, 2010.
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 Thrift Supervision require that if any director or executive officer has any interest in a matter to be considered by the Banks Board of Directors, he or she must fully disclose such interest, refrain
from participating in the boards discussion of the matter and recuse him or herself from voting on the matter. The Bank and its directors and executive officers, adheres to the regulations of the Office of Thrift Supervision 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 Banks policies. The boards 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.
Compensation Committee Interlocks and Insider Participation
Messrs. Blanchet, Hendry and Judice and Mr. Maraist, who is Chairman, serve as members of the Compensation Committee. None of the members of the
Compensation Committee during 2010 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 2010, 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.
19
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table
sets forth as of March 17, 2011, 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) certain 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
17, 2011
(1)
|
|
|
Percent of
Common Stock
|
|
FVP Master Fund, L.P.
|
|
|
725,060
|
(2)
|
|
|
9.0
|
%
|
551 Fifth Avenue, 36
th
Floor
New York, New York 10176
|
|
|
|
|
|
|
|
|
|
|
|
Home Bancorp Employee Stock Ownership Plan Trust
|
|
|
713,932
|
(3)
|
|
|
8.8
|
|
503 Kaliste Saloom Road
Lafayette, Louisiana 70508
|
|
|
|
|
|
|
|
|
|
|
|
Wellington Management Company, LLP
|
|
|
510,094
|
(4)
|
|
|
6.3
|
|
75 State Street
Boston, Massachusetts 02109
|
|
|
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
Paul J. Blanchet, III
|
|
|
50,702
|
(5)(6)(7)
|
|
|
*
|
|
John W. Bordelon
|
|
|
203,061
|
(8)
|
|
|
2.5
|
|
Richard J. Bourgeois
|
|
|
147,452
|
(6)(9)
|
|
|
1.8
|
|
Henry W. Busch, Jr.
|
|
|
130,702
|
(6)(10)
|
|
|
1.6
|
|
Lester J. Dailey
|
|
|
13,661
|
(6)(11)
|
|
|
*
|
|
John A. Hendry
|
|
|
135,702
|
(6)(7)(12)
|
|
|
1.7
|
|
Marc W. Judice
|
|
|
140,702
|
(6)(7)(13)
|
|
|
1.7
|
|
Michael P. Maraist
|
|
|
160,702
|
(6)(7)(14)
|
|
|
2.0
|
|
|
|
|
Other Executive Officers:
|
|
|
|
|
|
|
|
|
Darren E. Guidry
|
|
|
71,668
|
(6)(15)
|
|
|
*
|
|
Scott T. Sutton
|
|
|
66,738
|
(6)(16)
|
|
|
*
|
|
Joseph B. Zanco
|
|
|
50,724
|
(6)(17)
|
|
|
*
|
|
|
|
|
All Directors and Executive Officers as a Group (11 persons)
|
|
|
1,171,814
|
(6)
|
|
|
14.5
|
|
*
|
Represents less than 1% of our outstanding common stock.
|
(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. 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.
|
(Footnotes continued on following page)
20
(Footnotes continued from previous page)
(2)
|
FVP Master Fund,
L.P., a Cayman Islands exempted limited partnership (FVP Master Fund), reports shared voting and dispositive power over 725,060 shares of Common Stock (the FVP Master Fund and the FVP US-Q, LP, a Delaware limited partnership (the
FVP Fund) are referred to collectively as the Funds). Firefly Value Partners, LP, the investment manager of the Funds (Firefly Partners), FVP GP, LLC (FVP GP), the general partner of the Funds, Firefly
Management Company GP, LLC, the general partner of Firefly Partners (Firefly Management), and Messrs. Ryan Heslop and Ariel Warszawski, the managing members of FVP GP and Firefly Management, may be deemed to share with the FVP Master
Fund voting and dispositive power with respect to the 725,060 shares in the aggregate owned by the FVP Master Fund.
|
(3)
|
As of
December 31, 2010, 80,125 shares held in the Home Bancorp Employee Stock Ownership Plan (ESOP) trust had been allocated to the accounts of participating employees. Amounts held by the plan trustees, Messrs. John W. Bordelon, Joseph
B. Zanco, Michael P. Maraist and Henry W. Busch, Jr., reflect shares allocated to their individual accounts in the ESOP, in the case of Messrs. Bordelon, Guidry, Sutton, Zanco and Dailey, and exclude all other shares held in the trust. Under the
terms of the ESOP, the plan trustees vote 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 majority of
the allocated shares have voted.
|
(4)
|
Wellington
Management Company, LLP, an investment adviser, reports shared voting power with respect to 447,178 shares and shared dispositive power with respect to 510,094 shares, and that such shares are owned of record by clients of Wellington Management
Company, LLP.
|
(5)
|
15,000 shares are
held jointly with spouse.
|
(6)
|
Includes stock
options which have been granted to the director and officers under the Companys 2009 Stock Option Plan and which are exercisable within 60 days of the voting record date and shares held in the Companys 2009 Recognition and Retention Plan
Trust over which the directors and executive officers may provide voting instructions as follows:
|
|
|
|
|
|
|
|
|
|
Name
|
|
Stock
Options
|
|
|
Restricted
Shares
|
|
Paul J. Blanchet, III
|
|
|
17,852
|
|
|
|
14,280
|
|
John W. Bordelon
|
|
|
68,600
|
|
|
|
57,200
|
|
Richard J. Bourgeois
|
|
|
17,852
|
|
|
|
14,280
|
|
Henry W. Busch, Jr.
|
|
|
17,852
|
|
|
|
14,280
|
|
Lester J. Dailey
|
|
|
|
|
|
|
|
|
John A. Hendry
|
|
|
17,852
|
|
|
|
14,280
|
|
Marc W. Judice
|
|
|
17,852
|
|
|
|
14,280
|
|
Michael P. Maraist
|
|
|
17,852
|
|
|
|
14,280
|
|
Darren E. Guidry
|
|
|
20,000
|
|
|
|
22,000
|
|
Scott T. Sutton
|
|
|
20,000
|
|
|
|
13,600
|
|
Joseph B. Zanco
|
|
|
20,000
|
|
|
|
13,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All directors and executive officer as a group (11 persons)
|
|
|
235,712
|
|
|
|
192,080
|
|
|
|
|
|
|
|
|
|
|
Each Beneficial owners 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.
(7)
|
Does not include
192,080 shares held in the Companys 2009 Recognition and Retention Plan Trust, which shares are voted by the trustees, Messrs. Blanchet, Hendry, Judice and Maraist in their discretion.
|
(8)
|
Includes 49,386
shares held in the Home Bank Profit Sharing 401(k) Plan, 3,375 shares allocated to Mr. Bordelons account in the ESOP, over which Mr. Bordelon has voting power, and 3,000 shares held by Mr. Bordelons children.
Mr. Bordelon has pledged 10,000 of his shares to secure a loan.
|
(9)
|
Includes 14,345
shares owned by spouse, 10,655 shares held as custodian for spouse, 16,436 shares as custodian for reporting person and 25,000 shares held by Lafayette Investment Group, LLC.
|
(10)
|
Includes 10,000
shares held by spouse and 25,000 shares held by the Busch Family Trust I.
|
(Footnotes continued on
following page)
21
(Footnotes continued from previous page)
(11)
|
Includes 3,275 shares held by the Home Bank Profit Sharing 401(k) Plan and 1,058 shares allocated to Mr. Daileys account in the ESOP, over
which Mr. Dailey has voting power.
|
(12)
|
Includes 25,000
shares held by spouse and 25,000 shares held by John A. Hendry DDS, LLC.
|
(13)
|
Includes 30,000
shares owned by spouse and 20,000 shares held by MJMA, LLC.
|
(14)
|
Includes 20,000
shares held as custodian for child under a UTMA account, 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, 10,000 shares held by Maraist Properties, Inc. and 25,000
shares held by LF Maraist Partnership, LLC.
|
(15)
|
Includes 50 shares
held as custodian for children under a UTMA account, 25,015 shares held in the Home Bank Profit Sharing 401(k) Plan and 2,381 shares allocated to Mr. Guidrys account in the ESOP, over which Mr. Guidry has voting power.
|
(16)
|
Includes 16,000
shares held by spouse and 1,505 shares allocated to Mr. Suttons account in the ESOP over which Mr. Sutton has voting power.
|
(17)
|
Includes 8,590
shares held in the Home Bank Profit Sharing 401(k) Plan and 2,134 shares allocated to Mr. Zancos account in the ESOP, over which Mr. Zanco has voting power.
|
Section 16(a) Beneficial Ownership Reporting Compliance
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 Bancorps 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 Bancorps common stock.
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, 2010, our officers and directors complied in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934.
PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE
THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL TWO)
Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), the proxy rules of the SEC were amended to require that not less frequently
than once every three years, a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation disclosure must also include a separate resolution subject to a shareholder vote to approve
the compensation of the Companys 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, Darren E. Guidry, Scott T. Sutton 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.
22
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.
ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION
TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(PROPOSAL
THREE)
Section 951 of the
Dodd-Frank Act also amended the proxy rules of the SEC to require that not less frequently than once every six years, a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the SEC require compensation
disclosure must also include a separate proposal subject to a shareholder vote to determine whether the shareholder vote to approve the compensation of the named executive officers will occur every one, two or three years.
Accordingly, we are seeking a shareholder vote regarding whether the non-binding resolution to approve the compensation of our named executive officers
should occur every three years, every two years or every year.
The board of directors asks that you support a frequency of every three years
for future non-binding resolutions on compensation of our named executive officers. Setting an advisory vote every three years will be the most effective timeframe for the Company to respond to shareholder feedback and provide us with sufficient
time to engage with shareholders to understand and respond to the vote results.
The advisory vote on this proposal is not binding on the
Company or the board of directors and cannot be construed as overruling any decision made by the board of directors. However, the board of directors of the Company will review the results on the advisory vote and take them into consideration when
making future decisions regarding the frequency of submitting to shareholders the non-binding resolution to approve the compensation of our named executive officers.
The Board of Directors recommends an advisory vote for a frequency of THREE YEARS for future non-binding resolutions to approve the compensation of our named executive officers.
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL FOUR)
The Audit Committee of the Board of Directors of Home Bancorp has appointed Porter Keadle Moore, LLP, an independent registered public accounting firm,
to perform the audit of our financial statements for the year ending December 31, 2011, and further directed that the selection of auditors be submitted for ratification by the shareholders at the Annual Meeting.
We have been advised by Porter Keadle Moore, LLP that neither that 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 Porter Keadle Moore, LLP will attend the Annual Meeting.
The Companys financial statements for the fiscal year ended December 31, 2008 was audited by Ernst &Young, LLP. On August 24, 2009,
the Audit Committee of the Companys Board of Directors notified Ernst & Young, LLP that it had been dismissed as the Companys independent registered public accounting firm and notified Porter Keadle Moore, LLP that it had been
selected by the Audit Committee as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2009. In connection with their audit for the year ended December 31, 2008 and during the subsequent
interim period until the engagement of Porter Keadle Moore, LLP, there were no disagreements with Ernst & Young, LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. The
report on the financial statements for
23
fiscal 2008 of Ernst & Young, LLP did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During fiscal 2008, Porter Keadle Moore, LLP did not advise, and has not indicated to the Company that it had reason to advise, the Company of any reportable event, as defined in Item 304(a) of Regulation S-K of the Exchange Act.
During fiscal 2008, the Company had not consulted Porter Keadle Moore, LLP regarding the application of accounting principles, either contemplated or proposed, the type of audit opinion that might be rendered on the Companys financial
statements or any other matters of a reportable event.
Audit Fees
The following table sets forth the aggregate fees paid by us to Porter Keadle Moore, LLP and Ernst & Young, LLP for professional services rendered by Porter Keadle Moore, LLP and Ernst &
Young, LLP in connection with the audit of Home Bancorps consolidated financial statements for fiscal 2010 and 2009, respectively, as well as the fees paid by us to Porter Keadle Moore, LLP and Ernst & Young, LLP for audit-related
services, tax services and all other services rendered by Porter Keadle Moore, LLP and Ernst & Young, LLP to us during fiscal 2010 and 2009, respectively.
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|
2010
|
|
|
2009
|
|
Audit fees
(1)
|
|
$
|
195,200
|
|
|
$
|
174,138
|
|
Audit-related fees
(2)
|
|
|
30,100
|
|
|
|
9,963
|
|
Tax fees
(3)
|
|
|
12,800
|
|
|
|
24,100
|
|
All other fees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
238,100
|
|
|
$
|
208,201
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes
professional services rendered for the audit of Home Bancorps 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.
|
(2)
|
Includes
professional services rendered in 2010 for the audit of net assets acquired related to the acquisition of Statewide Bank, including out-of-pocket expenses.
|
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 Committees 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 Companys 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 SECs rules.
24
The Board of Directors recommends that you vote FOR the ratification of the
appointment of Porter Keadle Moore, LLP as our independent registered
public accounting firm for the fiscal year ending December 31, 2011.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee has reviewed and discussed Home Bancorps audited financial statements with management. The Audit Committee has discussed with the independent registered public accounting firm
the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200 T. 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 firms communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm such firms 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 Bancorps Annual Report on Form 10-K for fiscal year ended December 31, 2010, for filing with the
SEC.
|
Members of the Audit Committee
|
|
Paul J. Blanchet, III, Chairman
|
John A. Hendry
|
Marc W. Judice
|
REPORT OF THE COMPENSATION
COMMITTEE
We have reviewed and
discussed with management certain Compensation Discussion and Analysis provisions to be included in Home Bancorps 2011 Shareholder Meeting Schedule 14A Proxy Statement, filed pursuant to Section 14(a) of the Securities Exchange Act of
1934. Based on the reviews and discussions referred to above, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Home Bancorps proxy statement.
|
Members of the Compensation Committee
|
|
Michael P. Maraist, Chairman
|
Paul J. Blanchet, III
|
John A. Hendry
|
Marc W. Judice
|
SHAREHOLDER PROPOSALS,
NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
Shareholder Proposals.
Any proposal which
a shareholder wishes to have included in the proxy materials of Home Bancorp relating to the next annual meeting of shareholders of Home Bancorp must be received at the principal executive offices of Home Bancorp, Inc., 503 Kaliste Saloom Road,
Lafayette, Louisiana, 70508, Attention: Henry W. Busch, Jr., Corporate Secretary, no later than December 2, 2011. 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 Bancorps proxy materials pursuant to Rule 14a-8 may be brought before an Annual
Meeting pursuant to Article 9.D. of Home Bancorps 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 2, 2011. The notice
must include the information required by Article 9.D. of our Articles of Incorporation.
25
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 mailing of proxy materials by us in connection with the immediately
preceding annual meeting of shareholders. For our Annual Meeting in 2012, this notice must be received by December 2, 2011. Each written notice of a shareholder nomination is required to set forth certain information specified in Article 6.F.
of Home Bancorps 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 Henry W. Busch, Jr., Corporate Secretary, 503 Kaliste Saloom Road, Lafayette, Louisiana 70508.
ANNUAL REPORTS
A copy of our Annual Report to Shareholders on
Form 10-K for the year ended December 31, 2010 accompanies this proxy statement. Such report is not part of the proxy solicitation materials.
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 2010. Such written requests should be directed to
Mr. Henry W. Busch, Jr., 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.
OTHER MATTERS
Management is not aware of any business to come before the Annual Meeting other than the matters described above in this proxy statement. However, if any other matters should properly come before the
meeting, it is intended that the proxies solicited hereby will be voted with respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by Home Bancorp. Home Bancorp will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them
in sending the proxy materials to the beneficial owners of Home Bancorps 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.
26
|
|
|
|
|
|
|
x
|
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE
|
|
REVOCABLE PROXY
HOME BANCORP, INC.
|
|
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HOME BANCORP, INC. FOR USE AT THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2011 AND AT ANY ADJOURNMENT THEREOF.
The undersigned hereby appoints the
Board of Directors of Home Bancorp, Inc. or any successors thereto, as proxies with full powers of substitution, to represent and vote, as designated below, all the shares of common stock of Home Bancorp, Inc. held of record by the undersigned on
March 17, 2011 at the Annual Meeting of Shareholders to be held at the Petroleum Club of Lafayette, located at 111 Heymann Boulevard, Lafayette, Louisiana on Wednesday, May 4, 2011, at 9:00 a.m., Central Daylight Time, or at any adjournment thereof.
|
|
|
|
|
|
|
|
|
Please be sure to date and sign
this proxy card in the box below.
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sign above
|
|
|
|
Co-holder (if any) sign above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
With-
hold
|
|
For All
Except
|
1.
|
|
ELECTION OF DIRECTORS FOR A THREE-YEAR TERM:
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Nominees for three-year term expiring in 2014:
John W. Bordelon, Paul J. Blanchet, III and Marc W. Judice
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and write that
nominees name in the space provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
Proposal to adopt a non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Every
Three
Years
|
|
Every
Two
Years
|
|
Every
Year
|
|
Abstain
|
3.
|
|
Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
4.
|
|
Proposal to ratify the appointment of Porter Keadle Moore LLP as the Companys independent registered public accounting firm for the year ending December 31,
2011.
|
|
¨
|
|
¨
|
|
¨
|
|
The Board of Directors recommends that you vote FOR all of the nominees listed above, FOR approval of the
non-binding resolution to approve the compensation of our named executive officers, FOR EVERY THREE YEARS on the advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers and
FOR the ratification of the appointment of Porter Keadle Moore LLP as the Companys independent registered public accounting firm.
|
|
THE SHARES OF HOME BANCORPS COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF THE BOARD OF DIRECTORS NOMINEES TO THE BOARD OF DIRECTORS, FOR APPROVAL OF THE NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, FOR EVERY THREE YEARS ON THE ADVISORY VOTE ON THE FREQUENCY OF
THE NON-BINDING RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AND FOR THE RATIFICATION OF THE APPOINTMENT OF PORTER KEADLE MOORE LLP AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR
TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided.
HOME
BANCORP, INC.
|
In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the meeting.
The above signed hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Home Bancorp, Inc. called for May 4, 2011, the accompanying proxy statement and the Annual Report prior to
the signing of this proxy.
Please sign this Proxy
exactly as your name(s) appear(s) on this proxy. When signing in a representative capacity, please give title. When shares are held jointly, only one holder need sign.
PLEASE ACT PROMPTLY
MARK, SIGN, DATE AND MAIL YOUR PROXY CARD TODAY
|
|
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
|
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2011
. The proxy statement and our 2010 Annual Report on Form 10-K as well as
directions to the annual meeting are available at http://home24bank.investorroom.com.
6553
|
|
|
|
|
|
|
x
|
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE
|
|
HOME BANCORP, INC. EMPLOYEE STOCK OWNERSHIP PLAN
VOTING INSTRUCTION BALLOT
|
|
|
HOME BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby instructs the Trustees of the Employee Stock Ownership Plan of Home Bank to vote, as designated below, all the shares of common stock of Home Bancorp, Inc. allocated to my Employee
Stock Ownership Plan account as of March 17, 2011 at the Annual Meeting of Shareholders to be held at the Petroleum Club of Lafayette located at 111 Heymann Boulevard, Lafayette, Louisiana, on Wednesday, May 4, 2011, at 9:00 a.m., Central Daylight
Time, or at any adjournment thereof.
|
|
|
|
|
|
|
|
|
Please be sure to date and sign
this card in the box below.
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sign above
|
|
|
|
Co-holder (if any) sign above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
With-
hold
|
|
For All
Except
|
1.
|
|
ELECTION OF DIRECTORS FOR THREE-YEAR TERM
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Nominees for three-year term expiring in 2014:
John W. Bordelon, Paul J. Blanchet, III and Mark W. Judice
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and write that
nominees name in the space provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
Proposal to adopt a non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Every
Three
Years
|
|
Every
Two
Years
|
|
Every
Year
|
|
Abstain
|
3.
|
|
Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
4.
|
|
Proposal to approve the ratification of Porter Keadle Moore LLP as the Companys independent registered public accounting firm for the year ending December 31,
2011.
|
|
¨
|
|
¨
|
|
¨
|
|
In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the
meeting.
|
|
The Board of Directors recommends that you vote FOR all of the nominees listed above, FOR approval of the non-binding
resolution to approve the compensation of our named executive officers, FOR EVERY THREE YEARS on the advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers and FOR the
appointment of Porter Keadle Moore LLP as the Companys independent registered public accounting
firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided.
HOME
BANCORP, INC.
|
The above signed hereby acknowledges receipt
of the Notice of Annual Meeting of Shareholders of Home Bancorp, Inc. called for May 4, 2011, the accompanying proxy statement and the Annual Report prior to the signing of this card.
PLEASE MARK, SIGN THIS CARD EXACTLY AS YOUR NAME APPEARS ON THIS
CARD, DATE AND RETURN
ESOP VOTING INSTRUCTION BALLOT PROMPTLY.
|
|
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE CARD IN THE ENVELOPE PROVIDED.
|
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2011
. The proxy statement and our 2010 Annual Report on Form 10-K as well as
directions to the annual meeting are available at http://home24bank.investorroom.com.
6553/7597
April 1, 2011
To:
|
Participants in Home Bancorps Employee Stock Ownership Plan
|
Re:
|
Instructions for voting shares of Home Bancorp, Inc.
|
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of Home Bancorp, Inc. We hope you will
take advantage of the opportunity to direct the manner in which shares of common stock of Home Bancorp allocated to your account in the Home Bancorp Employee Stock Ownership Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, the Annual Report to Shareholders and
Voting Instruction Ballot. After you have reviewed the Proxy Statement, we urge you to vote your allocated shares held in the Employee Stock Ownership Plan by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the
envelope provided. Registrar and Transfer Company will tabulate the votes for the purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the governance of the affairs of Home Bancorp. If your voting instructions are not received, the shares allocated to your Employee Stock
Ownership Plan account will generally not be voted. While we hope that you will vote in the manner recommended by the Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do
so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account
under the Employee Stock Ownership Plan. If you also own shares of Home Bancorp common stock outside of the Employee Stock Ownership Plan, you should receive other voting material for those shares owned by you individually or through other plans.
Please return all your voting material so that all your shares may be voted.
503 Kaliste Saloom Road, Lafayette, LA 70508
|
|
|
|
|
|
|
x
|
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE
|
|
PROFIT SHARING 401(k) PLAN VOTING INSTRUCTION BALLOT
|
|
|
HOME BANCORP, INC.
The undersigned hereby instructs the Trustees of the Profit Sharing 401(k) Plan of Home Bank to vote, as designated below, all the
shares of common stock of Home Bancorp, Inc. allocated to my Profit Sharing 401(k) Plan account as of March 17, 2011 at the Annual Meeting of Shareholders to be held at the Petroleum Club of Lafayette, located at 111 Heymann Boulevard, Lafayette,
Louisiana on Wednesday, May 4, 2011, at 9:00 a.m., Central Daylight Time, or at any adjournment thereof.
|
|
|
|
|
|
|
|
|
Please be sure to date and sign
this card in the box below.
|
|
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sign above
|
|
|
|
Co-holder (if any) sign above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
With-
hold
|
|
For All
Except
|
1.
|
|
ELECTION OF DIRECTORS FOR THREE-YEAR TERM
|
|
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Nominees for three-year term expiring in 2014:
John W. Bordelon, Paul J. Blanchet, III and Mark W. Judice
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any individual nominee, mark For All Except and write that
nominees name in the space provided below.
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
2.
|
|
Proposal to adopt a non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
Every
Three
Years
|
|
Every
Two
Years
|
|
Every
Year
|
|
Abstain
|
3.
|
|
Advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
4.
|
|
Proposal to approve the ratification of Porter Keadle Moore LLP as the Companys independent registered public accounting firm for the year ending December 31,
2011.
|
|
¨
|
|
¨
|
|
¨
|
|
In their discretion, the Trustees are authorized to vote upon such other business as may properly come before the
meeting.
|
|
The Board of Directors recommends that you vote FOR all of the nominees listed above, FOR approval of the non-binding
resolution to approve the compensation of our named executive officers, FOR EVERY THREE YEARS on the advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers and FOR the
ratification of Porter Keadle Moore LLP as the Companys independent registered public accounting
firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Detach above card, sign, date and mail in postage paid envelope provided.
HOME
BANCORP, INC.
|
The above signed hereby acknowledges receipt
of the Notice of Annual Meeting of Shareholders of Home Bancorp, Inc. called for May 4, 2011, the accompanying proxy statement and the Annual Report prior to the signing of this card.
PLEASE MARK, SIGN THIS CARD EXACTLY AS YOUR NAME APPEARS ON THIS
CARD, DATE AND
RETURN 401(k) VOTING INSTRUCTION BALLOT PROMPTLY.
|
|
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE CARD IN THE ENVELOPE PROVIDED.
|
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 4, 2011.
The proxy statement and our 2010 Annual Report on Form 10-K as well as
directions to the annual meeting are available at http://home24bank.investorroom.com.
6553/7596
April 1, 2011
To:
|
Participants in Home Banks Profit Sharing 401(k) Plan
|
Re:
|
Instructions for voting shares of Home Bancorp, Inc.
|
As described in the enclosed materials, proxies are being solicited in connection with the proposals to be considered at the upcoming Annual Meeting of Shareholders of Home Bancorp, Inc. We hope you will
take advantage of the opportunity to direct the manner in which shares of common stock of Home Bancorp allocated to your account in the Home Bank 401(k) Plan will be voted.
Enclosed with this letter is the Proxy Statement, which describes the matters to be voted upon, the Annual Report to Shareholders and Voting Instruction Ballot. After you have reviewed the Proxy
Statement, we urge you to vote your allocated shares held in the 401(k) Plan by marking, dating, signing and returning the enclosed Voting Instruction Ballot in the envelope provided. Registrar and Transfer Company will tabulate the votes for the
purpose of having those shares voted by the Trustees.
We urge each of you to vote, as a means of participating in the
governance of the affairs of Home Bancorp. If your voting instructions are not received, the shares allocated to your Profit Sharing 401(k) Plan account will generally not be voted. While we hope that you will vote in the manner recommended by the
Board of Directors, the most important thing is that you vote in whatever manner you deem appropriate. Please take a moment to do so.
Please note that the enclosed material relates only to those shares which have been allocated to you in your account under the Profit Sharing 401(k) Plan. If you also own shares of Home Bancorp common
stock outside of the Profit Sharing 401(k) Plan, you should receive other voting material for those shares owned by you individually. Please return all your voting material so that all your shares may be voted.
503 Kaliste Saloom Road, Lafayette, LA 70508
Home Bancorp (NASDAQ:HBCP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Home Bancorp (NASDAQ:HBCP)
Historical Stock Chart
From Jul 2023 to Jul 2024