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. )

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Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

HOMETRUST BANCSHARES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

April 8, 2024

Dear Fellow Stockholder:

On behalf of the Board of Directors and management of HomeTrust Bancshares, Inc., we cordially invite you to attend our annual meeting of stockholders. The meeting will be held at 10:00 a.m., local time, on Monday, May 20, 2024, at the Highland Brewing Company, located at 12 Old Charlotte Highway, Asheville, North Carolina 28803. This is our first annual meeting of stockholders since the change in our fiscal year end from June 30 to December 31, which became effective January 1, 2024.

An important aspect of the annual meeting process is the stockholder vote on corporate business items. I urge you to exercise your rights as a stockholder to vote and participate in this process. Stockholders are being asked to consider and vote upon: (1) the election of six directors of the Company; (2) an advisory (non-binding) vote on executive compensation (commonly referred to as a “say on pay vote”); (3) an advisory (non-binding) vote on whether future say on pay votes should be held every year, every two years or every three years (commonly referred to as a "say on pay frequency vote"); and (4) the ratification of the appointment of FORVIS, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.

We are again using a Securities and Exchange Commission rule to furnish our proxy statement, Transition Report on Form 10-KT for the transition period from July 1, 2023 to December 31, 2023, and proxy card over the internet to stockholders. This means that stockholders will not receive paper copies of these documents. Instead, stockholders will receive only a notice containing instructions on how to access the proxy materials over the internet. This rule allows us to lower the costs of delivering the annual meeting materials and reduce the environmental impact of the meeting. If you would like to receive printed copies of the materials, the notice contains instructions on how you can request printed copies.

Regardless of whether you plan to attend the annual meeting in person, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible. Voting promptly will save us additional expense in soliciting proxies and will ensure that your shares are represented at the meeting.

Your Board of Directors and management are committed to the continued growth and success of HomeTrust Bancshares, Inc. and the enhancement of your investment. As Chairman of the Board, I greatly appreciate your confidence and support.

	Very truly yours,

	/s/ Richard T. Williams

Richard T. Williams

Chairman of the Board

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 20, 2024

NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of HomeTrust Bancshares, Inc. will be held as follows:

TIME AND DATE	10:00 a.m. local time Monday, May 20, 2024
PLACE	Highland Brewing Company 12 Old Charlotte Highway Asheville, North Carolina 28803
ITEMS OF BUSINESS	(1)	The election of six directors.
	(2)	An advisory (non-binding) vote on executive compensation (commonly referred to as a “say on pay vote”).
	(3)	An advisory (non-binding) vote on whether future say on pay votes should be held every year, every two years or every three years (commonly referred to as a "say on pay frequency vote").
	(4)	The ratification of the appointment of FORVIS, LLP as HomeTrust Bancshares, Inc.’s independent auditors for the fiscal year ending December 31, 2024.
RECORD DATE	Holders of record of HomeTrust Bancshares, Inc. common stock at the close of business on March 20, 2024 are entitled to vote at the annual meeting or any adjournment or postponement thereof.
PROXY VOTING	It is very important that your shares be represented and voted at the annual meeting. Regardless of whether you plan to attend the annual meeting in person, please read the accompanying proxy statement and then vote by internet, telephone or mail as promptly as possible.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ RICHARD T. WILLIAMS
	RICHARD T. WILLIAMS

Chairman of the Board

Asheville, North Carolina
April 8, 2024

HOMETRUST BANCSHARES, INC.

10 Woodfin Street

Asheville, North Carolina 28801

(828) 259-3939

PROXY STATEMENT

INTRODUCTION

The HomeTrust Bancshares, Inc. Board of Directors is using this proxy statement to solicit proxies from the holders of the Company’s common stock for use at the Company’s upcoming annual meeting of stockholders. The annual meeting of stockholders will be held at 10:00 a.m., local time, on Monday, May 20, 2024 at the Highland Brewing Company, located at 12 Old Charlotte Highway, Asheville, North Carolina 28803. This is our first annual meeting of stockholders since the change in our fiscal year end from June 30 to December 31, which became effective January 1, 2024.

At the meeting, stockholders will be asked to vote on four proposals. The proposals are set forth in the accompanying Notice of Annual Meeting of Stockholders and are described in more detail below. Stockholders also will consider any other matters that may properly come before the meeting or any adjournment or postponement of the meeting, although the Board of Directors knows of no other business to be presented. HomeTrust Bancshares, Inc. is referred to in this proxy statement from time to time as the “Company,” “HomeTrust Bancshares,” “we,” “us” or “our.” Certain of the information in this proxy statement relates to HomeTrust Bank (sometimes referred to as the “Bank”), a wholly owned subsidiary of the Company.

We have decided to again use the “Notice and Access” rule adopted by the Securities and Exchange Commission (the “SEC”) to provide access to our proxy materials over the internet instead of mailing printed copies of the proxy materials to each stockholder. As a result, on or about April 8, 2024, we mailed to all stockholders a “Notice of Internet Availability of Proxy Materials” that tells them how to access and review the information contained in the proxy materials and how to vote their proxies over the internet. You will not receive printed copies of the proxy materials in the mail unless you request them by following the instructions included in the Notice of Internet Availability of Proxy Materials.

By submitting your proxy, either by executing and returning the accompanying proxy card or by voting electronically via the internet or by telephone, you are authorizing the Company’s Board of Directors to represent you and vote your shares at the meeting in accordance with your instructions. The Board of Directors also may vote your shares to adjourn the meeting from time to time and will be authorized to vote your shares at any adjournments or postponements of the meeting.

This proxy statement and the accompanying materials are first being made available to stockholders on or about April 8, 2024.

Your proxy vote is important. Whether or not you plan to attend the meeting, please vote your proxy by internet, telephone or mail as promptly as possible.

INFORMATION ABOUT THE ANNUAL MEETING

What is the purpose of the annual meeting?

At the annual meeting, stockholders will be asked to vote on the following proposals:

Proposal 1.

The election of six directors of the Company.

Proposal 2.

Proposal 3.

Proposal 4.

An advisory (non-binding) vote on executive compensation (the “Say on Pay Vote”).

An advisory (non-binding) vote on whether future Say on Pay Votes should be held every year, every two years or every three years (the "Say on Pay Frequency Vote").

The ratification of the appointment of FORVIS, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.

Stockholders also will transact any other business that may properly come before the meeting or any adjournment or postponement of the meeting. Members of our management team will be present at the meeting to respond to appropriate questions from stockholders.

How does the Board of Directors recommend that I vote?

The Board of Directors recommends that you vote FOR the election of the director nominees named in this proxy statement, FOR the Say on Pay Vote, for a frequency of every ONE YEAR on the Say on Pay Frequency Vote and FOR the ratification of the appointment of FORVIS, LLP.

Who is entitled to vote?

The record date for the meeting is March 20, 2024. Only stockholders of record at the close of business on that date are entitled to notice of and to vote at the meeting. The only class of stock entitled to vote at the meeting is the Company’s common stock. Each outstanding share of common stock is entitled to one vote for all matters before the meeting; provided, however, that pursuant to Section D of Article 5 of the Company’s charter, no person who beneficially owns more than 10% of the shares of the Company’s common stock outstanding as of the record date may vote shares in excess of that amount. At the close of business on the record date there were 17,444,787 shares of common stock outstanding.

What if my shares are held in “street name” by a broker?

If you are the beneficial owner of shares held in “street name” by a broker, your broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to your broker, your broker nevertheless will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to any “non-discretionary” items. In the case of non-discretionary items, the shares will be treated as “broker non-votes.” Whether an item is discretionary is determined by the exchange rules governing your broker. It is expected that the ratification of the appointment of FORVIS, LLP will be considered a discretionary item and that each of the other proposals will be considered a non-discretionary item.

What if I hold shares through an account under the HomeTrust Bank KSOP?

Each participant in the HomeTrust Bank KSOP (the “KSOP”) may instruct the KSOP trustee how to vote the shares of common stock held in the participant’s KSOP account. If a participant properly executes the voting instruction card distributed by the trustee, the trustee will vote the participant’s shares in accordance with the instructions. Where properly executed voting instruction cards are returned to the trustee with no specific instruction as to how to vote at the annual meeting, the trustee will vote the shares FOR the election of the director nominees named in this proxy statement, FOR the Say on Pay Vote, for a frequency of every ONE YEAR on the Say on Pay Frequency Vote and FOR the ratification of the appointment of FORVIS, LLP. In the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the shares of common stock held in the participant’s KSOP account, and in the case of shares held by the KSOP but not allocated to any participant’s account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the manner of voting the shares held in their KSOP accounts with respect to each proposal.

How many shares must be present to hold the meeting?

A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, in person or by proxy, of the holders of at least one-third of the shares of the Company’s common stock outstanding on the record date will constitute a quorum. Proxies received but marked as abstentions or broker non-votes will be included in the calculation of the number of shares considered to be present at the meeting.

What if a quorum is not present at the meeting?

If a quorum is not present at the scheduled time of the meeting, the stockholders who are represented may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given. An adjournment will have no effect on the business that may be conducted at the meeting.

How do I vote?

1. You may vote by mail. If you properly complete and sign the proxy card, it will be voted in accordance with your instructions.

2. You may vote by telephone. If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote by telephone by following the instructions included on the proxy card. If you vote by telephone, you do not have to mail in your proxy card.

3. You may vote on the internet. If you are a registered stockholder, that is, if you hold your stock in your own name, you may vote on the internet by following the instructions included on the proxy card. If you vote on the internet, you do not have to mail in your proxy card.

4. You may vote in person at the meeting. If you plan to attend the annual meeting and wish to vote in person, we will give you a ballot at the annual meeting. However, if your shares are held in the name of your broker, bank or other nominee, you will need to obtain a proxy form from the institution that holds your shares indicating that you were the beneficial owner of the Company’s common stock on March 20, 2024, the record date for voting at the annual meeting.

Can I vote by telephone or on the internet if I am not a registered stockholder?

If your shares are held in “street name” by a broker or other nominee, you should check the voting form used by that firm to determine whether you will be able to vote by telephone or on the internet.

Can I change my vote after I submit my proxy?

If you are a registered stockholder, you may revoke your proxy and change your vote at any time before the polls close at the meeting by:

●

signing another proxy with a later date;

●

voting by telephone or on the internet -- your latest telephone or internet vote will be counted;

●

giving written notice of the revocation of your proxy to the Corporate Secretary of the Company prior to the annual meeting; or

●

voting in person at the annual meeting.

If you have instructed a broker, bank or other nominee to vote your shares, you must follow directions received from your nominee to change those instructions.

What if I do not specify how my shares are to be voted?

If you are a registered stockholder and you submit an executed proxy but do not indicate any voting instructions, your shares will be voted:

●

FOR the election of the six director nominees named in this proxy statement;

●

FOR the Say on Pay Vote;

●

for a frequency of every ONE YEAR on the Say on Pay Frequency Vote; and

●

FOR the ratification of the appointment of FORVIS, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024.

Will any other business be conducted at the annual meeting?

The Board of Directors knows of no other business that will be conducted at the meeting. If any other business properly comes before the stockholders for a vote at the meeting, however, the proxy holders will vote your shares in accordance with their best judgment.

How many votes are required to approve the proposals?

Director nominees who receive the highest number of votes for the positions to be filled will be elected. Approval of each of the Say on Pay Vote and the ratification of the appointment of FORVIS, LLP as the Company’s independent auditors requires the affirmative vote of a majority of the votes cast on the matter. On the Say on Pay Frequency Vote, the choice receiving the greatest number of votes – one year, two years or three years – will be the frequency that stockholders will be deemed to have approved.

How will withheld votes and abstentions be treated?

If you withhold authority to vote for one or more director nominees or if you abstain from voting on any other proposal, your shares will still be included for purposes of determining whether a quorum is present. If you abstain from voting on any proposal other than the election of directors, your shares will not be included in the number of shares voting on that proposal and, consequently, your abstention will have no practical effect on that proposal.

How will broker non-votes be treated?

Shares treated as broker non-votes on one or more proposals will be included for purposes of calculating the presence of a quorum. Otherwise, shares represented by broker non-votes will be treated as shares not entitled to vote on a proposal. Consequently, broker non-votes will have no effect on the election of directors or any other proposal.

Who can I call if I have questions?

If you have any questions, you can call Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer at 828-350-3049.

STOCK OWNERSHIP

As of March 20, 2024, there were 17,444,787 shares of the Company’s common stock outstanding. The following table sets forth, as of March 20, 2024, certain information as to each person known by management to be the beneficial owner of more than five percent of the outstanding shares of our common stock:

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
BlackRock, Inc. 55 East 52^nd Street New York, New York 10055		1,748,341	⁽¹⁾		10.02	%
FJ Capital Management LLC et al. 7901 Jones Branch Drive, Ste. 210 McLean, Virginia 22102		1,679,212	⁽²⁾		9.63
Infinity Trust dated December 1, 2017 Narasimhulu Neelagaru, M.D. 2817 Mabry Road Atlanta, Georgia 30319		1,374,646	⁽³⁾		7.88
HomeTrust Bank KSOP 10 Woodfin Street Asheville, North Carolina 28801		915,169	⁽⁴⁾		5.25

(1)	As reported by BlackRock, Inc. in a Schedule 13G amendment filed with the SEC on January 8, 2024. BlackRock, Inc. reported having sole voting power with respect to 1,678,679 shares and sole dispositive power with respect to 1,748,341 shares.
(2)	As reported by FJ Capital Management LLC, Financial Opportunity Fund LLC, Financial Opportunity Long/Short Fund LLC and Martin Friedman in a Schedule 13G amendment filed with the SEC on February 6, 2024. FJ Capital Management LLC reported having shared voting and dispositive powers with respect to 1,679,212 shares, Financial Opportunity Fund LLC reported having shared voting and dispositive powers with respect to 1,572,277 shares, Financial Opportunity Long/Short Fund LLC reported having shared voting and dispositive powers with respect to 40,067 shares and Mr. Friedman reported having shared voting and dispositive powers with respect to 1,679,212 shares.
(3)	As reported by Infinity Trust dated December 1, 2017 (“Infinity Trust”) and Narasimhulu Neelagaru, M.D. (“Dr. Neel”) in a Schedule 13D filed with the SEC on February 22, 2023. Infinity Trust reported having sole voting and dispositive powers with respect to 1,153,312 shares, and Dr. Neel reported having sole voting and dispositive powers with respect to 221,334 shares. Bryan Cohen and Suleka Neelagaru, M.D., as the members of IL Advisors, LLC, the trustee of Infinity Trust, may be deemed to have control over Infinity Trust. Dr. Neel is the grantor and initial protector of Infinity Trust and the father of Dr. Suleka Neelagaru.
(4)	Each KSOP participant may instruct the KSOP trustee how to vote the shares of common stock held in the participant’s KSOP account. In the event the participant fails to give timely voting instructions to the trustee with respect to the voting of the shares of common stock held in the participant’s KSOP account, and in the case of shares held by the KSOP but not allocated to any participant’s account, the trustee will vote such shares in the same proportion as directed by the participants who directed the trustee as to the manner of voting the shares held in their KSOP accounts with respect to each proposal.

The following table sets forth, as of March 20, 2024, certain information as to the shares of common stock beneficially owned by our current directors, director nominees and named executive officers and by all current directors, direct and executive officers as a group. The address of each person in the table is: c/o HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.

Name	Amount and Nature of Beneficial Ownership⁽¹⁾⁽²⁾			Percent of Class⁽⁶⁾
Jesse J. Cureton, Jr.		^----			0.00	%
Bonnie V. Hancock		400			0.00
Dwight L. Jacobs		---			0.00
Robert E. James, Jr.		29,697			0.17
Laura C. Kendall		32,622			0.19
Craig C. Koontz		37,111			0.21
Rebekah M. Lowe		2,572			0.01
F.K. McFarland, III		46,374	⁽⁴⁾		0.27
Narasimhulu Neelagaru, M.D.		1,374,646	⁽⁵⁾		7.88
Megan Pelletier		7,399	⁽³⁾		0.04
Kristin Y. Powell		26,166	⁽³⁾		0.15
John F. Sprink, II		21,081	⁽³⁾		0.12
Dana L. Stonestreet		370,682	⁽³⁾		2.11
John A. Switzer		6,143			0.04
Tony J. VunCannon		113,117	⁽³⁾		0.65
C. Hunter Westbrook		142,842	⁽³⁾		0.82
Richard T. Williams		34,622			0.20
Directors, Director Nominees and Executive Officers as a Group (20 persons)		2,344,727	⁽³⁾		13.19

(1)	Amounts include shares held directly, as well as shares held jointly with family members, in retirement accounts, in a fiduciary capacity, by certain family members, by certain related entities or by trusts of which the directors, director nominees and executive officers are trustees or substantial beneficiaries, with respect to which shares the respective director, director nominee or executive officer may be deemed to have sole or shared voting and/or dispositive powers. The holders may disclaim beneficial ownership of the included shares which are owned by or with family members, trusts or other entities.
(2)	Included in the shares beneficially owned by the directors, director nominees and executive officers are options to purchase shares of the Company’s common stock which are currently exercisable or which will become exercisable within 60 days after March 20, 2024, as follows: Mr. James – 12,000 shares; Ms. Kendall – 12,000 shares; Mr. Koontz – 3,700 shares; Mr. McFarland – 2,300 shares; Ms. Pelletier – 2,000 shares; Ms. Powell – 10,200 shares; Mr. Sprink – 10,600 shares; Mr. Stonestreet – 130,500 shares; Mr. VunCannon – 25,000 shares; Mr. Westbrook – 64,000 shares; Mr. Williams – 12,000 shares; and all directors, director nominees and executive officers as a group – 334,300 shares.
(3)	Includes shares held in KSOP accounts, as follows: Ms. Pelletier – 573 shares; Ms. Powell – 3,263 shares; Mr. Sprink – 2,173 shares; Mr. Stonestreet – 713 shares; Mr. VunCannon – 28,584 shares; Mr. Westbrook – 13,197 shares; and all directors, director nominees and executive officers as a group – 78,596 shares.
(4)	Includes 3,800 shares held by Mr. McFarland’s spouse.
(5)	Includes 1,153,312 shares held by Infinity Trust. See footnote 3 to the immediately preceding table.
(6)	Shares subject to options that are currently exercisable or that will become exercisable within 60 days after March 20, 2024 are deemed outstanding for purposes of calculating the percentage ownership of the person holding those options but are not treated as outstanding for purposes of calculating the percentage ownership of any other person.

PROPOSAL I. ELECTION OF DIRECTORS

The Company’s Board of Directors currently consists of nine members but will be increased to 11 members assuming the election of all nominees named below and following the retirement of F.K. McFarland, III as a director effective at the completion of the annual meeting. Approximately one-third of the Company’s directors are normally elected annually. Directors of the Company generally are elected to serve for a three-year term or until their respective successors are elected and qualified.

The following table sets forth certain information regarding the composition of the Company’s Board of Directors, including each director’s term of office. The Board of Directors, acting on the recommendation of the Governance and Nominating Committee, has recommended and approved the nominations of Jesse J. Cureton, Jr., Bonnie V. Hancock, Dwight L. Jacobs, John A. Switzer, C. Hunter Westbrook and Richard T. Williams. Ms. Hancock and Messrs. Switzer, Westbrook and Williams have each been nominated for a three-year term to expire at the annual meeting of stockholders to be held in 2027. Messrs. Cureton and Jacobs have each been nominated for a two-year term to expire at the annual meeting of stockholders to be held in 2026.

It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting FOR the election of these director nominees. If any nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors may recommend, acting on the recommendations of the Governance and Nominating Committee. Except as disclosed in this proxy statement, there are no arrangements or understandings between any nominee and any other person pursuant to which the nominee was selected.

Name	Age⁽¹⁾	Position(s) Held in the Company and the Bank	Director Since⁽²⁾	Term of Office Expires in

NOMINEES
Jesse J. Cureton, Jr.	63	Director Nominee	---	2026
Bonnie V. Hancock	62	Director Nominee	---	2027
Dwight L. Jacobs	58	Director Nominee	---	2026
John A. Switzer	67	Director	2019	2027
C. Hunter Westbrook	60	Vice Chairman, President and Chief Executive Officer of the Company and the Bank	2021	2027
Richard T. Williams	70	Chairman of the Company and the Bank	2016	2027
DIRECTORS REMAINING IN OFFICE
Laura C. Kendall	72	Director	2016	2025
Rebekah M. Lowe	64	Director	2020	2025
Narasimhulu Neelagaru, M.D.	73	Director	2023	2025
Robert E. James, Jr.	73	Director	2016	2026
Craig C. Koontz	73	Director	2010	2026

(1) As of December 31, 2023.

(2) Includes service as a director of the Bank.

Mandatory Director Retirement Bylaw Provision

Section 12(a) of Article II of the Company’s bylaws provides generally that a person who is 72 years of age or older shall not be eligible for election, re-election, appointment or re-appointment to the Company’s Board of Directors and shall also not be eligible to continue to serve as a director beyond the annual meeting of stockholders of the Company immediately following the director becoming 72 years of age.

Section 12(b) of Article II grants the Board discretion to exempt a director who (i) was a director of the Company on June 30, 2016 and (ii) is between 72 and 74 years of age, from mandatory retirement until the Company’s next annual meeting of stockholders. This discretion may be exercised by the Board only if it finds that the exemption is in the best interest of the Company based on the qualifications considered in the selection of directors.

Section 12(c) of Article II provides that Section 12(a) does not apply to the initial term of Dr. Neel as a director of the Company, as contemplated by and subject to the provisions of Section 6.11 of the Agreement and Plan of Merger, dated as of July 24, 2022 (the “Quantum Merger Agreement”), by and between the Company and Quantum Capital Corp. (“Quantum”), pursuant to which Quantum merged with and into the Company effective February 12, 2023. Section 12(c) further provides that if, following the end of Dr. Neel’s initial term as a director of the Company, (i) Dr. Neel and Infinity Trust own five percent or more of the outstanding shares of the Company’s common stock and (ii) Dr. Neel is in good standing as a director of the Company and desires to continue serving as a director of the Company, then subject to any legal or bank regulatory requirements, he may be nominated by the Board for election by the Company’s stockholders for up to two additional one-year terms, as contemplated by Section 6.11(a) of the Quantum Merger Agreement.

Board Diversity and Refreshment

Assuming the election of all nominees at the annual meeting, the Board will include:

●

six individuals who became directors of the Company within the past five years (55% of the Board);

●

three women (27% of the Board);

●

four members of racial minority groups (36% of the Board); and

●

ten independent directors (91% of the Board).

Our Board has been greatly enhanced by the fresh and diverse perspectives of new directors.

On August 6, 2021, the SEC approved amendments to the Listing Rules of the NASDAQ Stock Market (“NASDAQ”) related to board diversity. New Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each NASDAQ-listed company, subject to certain exceptions, (1) to have at least one director who self-identifies as female, and (2) to have at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+, or (3) to explain why the company does not have at least two directors on its board who self-identify in the categories listed above. In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each NASDAQ-listed company, subject to certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+.

Although we are not required to fully comply with the Diverse Board Representation Rule until 2025, we believe we presently meet the requirements of that rule based on the self-identified characteristics of the current members of our Board of Directors. The following matrix contains the statistical information required by the Board Diversity Disclosure Rule with respect to the current members of our Board of Directors.

Board Diversity Matrix (As of March 1, 2024)
Total Number of Directors: 9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	--	--
Part II: Demographic Background
African American or Black	--	1	--	--
Alaskan Native or Native American	--	--	--	--
Asian	--	1	--	--
Hispanic or Latinx	--	--	--	--
Native Hawaiian or Pacific Islander	--	--	--	--
White	2	5	--	--
Two or More Races or Ethnicities	--	--	--	--
LGBTQ+	--
Did Not Disclose Demographic Background	--

Business Experience and Qualifications of Our Directors

The business experience of each of our directors and director nominees, other than Mr. McFarland (whose term as a director will not continue after the annual meeting due to his retirement from the Board), for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each such individual that further supports his or her service as a director are set forth below. Unless otherwise indicated, each such individual has held his or her current occupation and employment position for the past five years.

Jesse J. Cureton, Jr. Mr. Cureton is the former Executive Vice President and Chief Consumer Officer for Novant Health, a three-state integrated healthcare network of physician clinics, outpatient centers and hospitals with more than $7 billion in revenue and 35,000 employees. A leader in building innovative consumer and employee experiences in highly regulated industries, he was responsible for Novant Health’s customer interests, including marketing, public relations, community engagement and Novant Health’s regional foundations. Joining Novant Health in 2013, he led Novant Health’s system-wide rebrand that successfully unified the organization through a culture of wellness and consumer engagement, focusing on innovative healthcare delivery and community-centric care. In addition, he led omnichannel marketing and the communication efforts to share Novant Health’s commitment to price transparency, evolving consumer needs, personalized patient experiences and strategies to achieve health equity.

Prior to joining Novant Health, Mr. Cureton served as Regional Executive and Managing Director for Bank of America subsidiary U.S. Trust. During his 25-year career with Bank of America, he held a variety of roles with increasing responsibility, from Mortgage Account Executive to Regional President. Following Bank of America’s purchase of U.S. Trust, the nation’s oldest trust company, he successfully led the local merger efforts in North Carolina, developed training for more than 2,000 wealth management advisors, and implemented tactics that greatly improved staff satisfaction, retention and productivity.

With a particular passion for education, the arts and financial literacy initiatives, Mr. Cureton has served on numerous boards, including the Foundations for the Carolinas, the Charlotte Regional Business Alliance (Chair 2019), Bechtler Museum of Modern Art and Charlotte Center City Partners. Currently, he is the Past Chair for the University of North Carolina at Chapel Hill Board of Visitors and Chair-Elect for the Queens University of Charlotte Board of Trustees. He is a graduate of Harvard Business School’s Executive Education program in value measurement for healthcare and The Wharton School’s Executive Education Institute program on investments.

Mr. Cureton has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes his broad business background, including within the banking industry, would make him a valuable member of the Board.

Bonnie V. Hancock. Ms. Hancock is a Professor of Practice in the Poole College of Management at North Carolina State University (“NCSU”), where she teaches graduate classes in financial management and financial planning. Prior to joining NCSU, she worked with Progress Energy, as Senior Vice President of Finance and Information Technology and later as President of Progress Fuels, a subsidiary with over $1 billion in assets that produced and marketed gas, coal and synthetic fuels, and operated fuel terminals and ash management facilities. During her time at Progress Energy and its predecessor, Carolina Power & Light, she also held the positions of Tax Manager, Vice President – Accounting and Vice President – Strategic Planning. In addition, she was the Executive Director of NCSU’s Enterprise Risk Management Initiative from 2006-2021.

Ms. Hancock is currently a member of the Board of Directors of AgCarolina Farm Credit, where she serves as chair of the Risk Committee and as a member of the Governance Committee. She is also a member of the Board of the National Association of Corporate Directors – Research Triangle Chapter, an organization for the advancement of exemplary board leadership, where she served as Board Chair from 2022-2023, and is a member of the Board of the North Carolina Coastal Pines Girl Scout Council, where she served as chair from 2018 – 2022. She previously served on the Boards of Directors of AgFirst Farm Credit Bank and Powell Industries, Inc.

Ms. Hancock has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes her business experience, along with her financial and risk management expertise, would make her a valuable member of the Board.

Dwight L. Jacobs. Mr. Jacobs currently serves as Senior Vice President, Supply Chain, Real Estate, and Chief Procurement Officer for Duke Energy, a Fortune 150 public utility headquartered in Charlotte, North Carolina. Over his 22-year career at the firm, he has held various leadership roles, including serving as Chief Accounting Officer, Chief Risk Officer, and Senior Vice President of Financial Planning and Analysis, among others. Prior to joining Duke Energy, Mr. Jacobs was an audit and business advisory partner with Arthur Andersen, where he worked for 14 years in Washington, D.C. and the Carolinas serving various large private equity, consumer products, hospitality and real estate clients.

Mr. Jacobs is a Lumbee Indian of North Carolina and is the vice chair of the University of North Carolina at Chapel Hill’s Alumni Committee on Racial and Ethnic Diversity. Mr. Jacobs is a board member and former president of Communities in Schools in Charlotte. He was recently appointed to the advisory board for McColl School of Business at Queens University of Charlotte. Mr. Jacobs received the 2023 Distinguished Service Medal from the University of North Carolina at Chapel Hill.

Mr. Jacobs has been serving as an advisory director of HomeTrust Bancshares and HomeTrust Bank since September 25, 2023, and the Board believes his background as a business leader, his expertise in finance and risk management and his role as active community leader would make him a valuable member of the Board.

John A. Switzer. Mr. Switzer retired as the Managing Partner of the Charlotte office of KPMG LLP, and the Market Leader for KPMG’s Coastal Business Unit, encompassing offices in the Carolinas, Florida and Puerto Rico. Over his 38-year career at the firm, he held various leadership roles which also included serving as the Managing Partner of the Cleveland, Louisville and Lexington, Kentucky offices, as well as other leadership roles within the firm. Throughout his career, Mr. Switzer served as the lead audit partner for numerous publicly traded global and domestic companies in multiple industries. Mr. Switzer is a director of Barings BDC, Inc., a publicly traded business development company, where he has served as the audit committee chairman. He is also a director of Barings Capital Investment Corporation, a privately held business development company, where he serves on the audit committee. In addition, he is a director of Weisiger Group and a board member for the Foundation for the Mint Museum and the National Association of Corporate Directors Carolinas Chapter. He has served on numerous other not-for-profit boards in several cities throughout his career. Mr. Switzer joined the Board effective September 3, 2019 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 1, 2019.

Mr. Switzer’s background as a business leader, a CPA and a lead audit partner for public companies, as well as his extensive board experience, is of great benefit to our Board.

C. Hunter Westbrook. Mr. Westbrook currently serves as Vice Chairman, President and Chief Executive Officer of HomeTrust Bancshares and HomeTrust Bank. Prior to September 1, 2022, Mr. Westbrook served as President and Chief Operating Officer of HomeTrust Bancshares and President and Chief Executive Officer of HomeTrust Bank. Prior to September 1, 2021, Mr. Westbrook served as Senior Executive Vice President and Chief Operating Officer of HomeTrust Bancshares since October 2018, President and Chief Operating Officer of HomeTrust Bank since October 2020 and Senior Executive Vice President and Chief Operating Officer of HomeTrust Bank from October 2018 to September 2020. Before that, Mr. Westbrook served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Banking Officer of HomeTrust Bancshares and HomeTrust Bank since June 2012. Mr. Westbrook began his career in banking with TCF Bank in Minneapolis and later joined TCF National Bank Illinois as Senior Vice President of Finance. In 2004 he was promoted to Executive Vice President of Retail Banking for Illinois, Wisconsin and Indiana markets that included 250 branches and $4 billion in deposits. He also served as President and Chief Executive Officer of First Community Bancshares in Texas, from 2006 to 2008, where he was responsible for repositioning the bank’s retail operating model and implemented the bank’s retail and corporate lending product offerings. In his most recent role prior to joining HomeTrust Bancshares and HomeTrust Bank, Mr. Westbrook served as Executive Vice President and Chief Operations Officer from 2008 to 2010 and as President and Chief Executive Officer from 2010 to 2012 of Second Federal Savings and Loan Association of Chicago, where he significantly grew core operating revenue, net checking account balances, and repositioned the bank’s entire product line.

Mr. Westbrook joined the Board effective September 1, 2021, and was appointed Vice Chairman on November 13, 2023. Mr. Westbrook’s decades of experience as a senior executive in the banking industry and 11 years of service with HomeTrust Bank make him a valued member of the Board.

Richard T. Williams. Mr. Williams retired as Vice President (“VP”) of Corporate Community Affairs at Duke Energy Corporation and President of the Duke Energy Foundation. Over his 37-year career at Duke Energy Corporation, he held various leadership roles which included VP of Environmental, Health & Safety, VP of Enterprise Field Services, VP of Diversity & Talent Management, VP of Diversity, Ethics & Compliance and Chief Compliance Officer, and VP of Business & Community Relations. Mr. Williams is a director of Coca-Cola Consolidated, Inc. He also is a current board member for Atrium Health and the Billy Graham Evangelistic Association. In addition, he has served on various other boards throughout his career, including UNC Chapel Hill - Board of Trustees (Chair 2003-2005), Chapel Hill Chamber of Commerce (Chair 1995-1996), UNC General Alumni Association (Chair 2002), Durham Chamber of Commerce (Chair 2002), Greater Charlotte YMCA (Chair 2011-2013), The Mint Museum (Chair 2011-2013), Central Piedmont Community College, National Association of Corporate Directors – Carolinas Chapter and Bank of Commerce (2008-2014). Additionally, he was recognized as one of the Top 100 directors for 2020 nationally by the National Association of Corporate Directors and was named one of 2015’s “Heroes of the Fortune 500” for good works by employees of the nation’s largest companies. North Carolina’s Governor also conferred the Order of the Long Leaf Pine on Mr. Williams, one of North Carolina’s most prestigious honors. Mr. Williams joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Mr. Williams, who was appointed as Chairman of the Boards of Directors of the Company and the Bank on November 13, 2023, after serving as Vice Chairman and Lead Director since November 2017, brings to the Board extensive business experience gained from a variety of leadership roles within a large organization, as well as strong ties to the local community.

Laura C. Kendall. Ms. Kendall is a Senior Managing Director at Aurora Management Partners and has over 40 years of financial and management experience. She has been with Aurora Management Partners since 2013 and prior to that worked in numerous leadership roles with Tanner Companies LLC (President 2008-2013; Chief Operating Officer 2006-2008; and Chief Financial Officer 2003-2006), CFOdynamics LLC (CEO 2002-2003), Delhaize America, Inc. (CFO 1999-2002), and its subsidiary, Food Lion, Inc. (CFO 1997-2002), F&M Distributors, Inc. (CFO 1988-1996), and Perry Drug Stores, Inc. (VP of Finance 1986-1988). Ms. Kendall is a registered CPA and a member of the American Institute of CPAs. She is a previous member of the Board of Directors at Bank of Commerce and of Charles & Colvard (2003-2011). Ms. Kendall joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Ms. Kendall’s broad business background and accounting expertise make her a valued member of the Board.

Rebekah M. Lowe. Ms. Lowe is the Chief Executive of Fizzywork Executive Coaching, a position she has held since 2012. Previously, Ms. Lowe was with Wachovia Bank (now Wells Fargo) beginning in 1982 and rose through the ranks to serve both East Florida and Western North Carolina as Regional President before her departure in 2007. A broad banking career included serving as a branch manager, regional risk administration manager, state retail banking manager, state mortgage manager, and mergers and integrations manager for three different acquisitions. As Regional President, she had overall responsibility for consumer, commercial, wealth, real estate, and dealer banking in the regions she served. She also held the title of Executive Vice President of Wachovia Bank since 2002.

Ms. Lowe graduated from Georgetown University’s Leadership Coaching Program. She completed the University of North Carolina at Chapel Hill’s Executive Leadership Program and the Duke University’s Senior Management Development Program and was a member of Leadership North Carolina. Ms. Lowe has served on many community boards and executive committees, including those of The United Way, Chambers of Commerce, YMCA of Western North Carolina, and Sisters of Mercy of North Carolina Foundation. Ms. Lowe joined the Board effective September 1, 2020 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since January 10, 2020.

Ms. Lowe’s extensive experience in the banking industry and in working with executive-level employees on the development of leadership skills make her a valued member of the Board.

Narasimhulu Neelagaru, M.D. Upon selling his medical practice in Commerce, Georgia in 2017, Dr. Neel retired after more than 40 years in his field as a board-certified cardiologist. He founded Quantum and its subsidiary, Quantum National Bank, in 1995, where he served as Chairman and Chief Executive Officer, and was Quantum’s majority shareholder up until its merger with the Company effective February 12, 2023. The Quantum Merger Agreement provided for the appointment of Dr. Neel as a director of the Company for an initial term ending at the Company’s annual meeting of stockholders immediately following his attaining 75 years of age. Consistent with this provision, on June 26, 2023, Dr. Neel was appointed as a director of the Company to serve in the class of directors whose terms expire in calendar year 2025. The Quantum Merger Agreement further provides that after the end of Dr. Neel’s initial term, he may serve for up to two additional one-year terms as a director of the Company if he and Infinity Trust continue to own five percent or more of the then-outstanding shares of the Company’s common stock, subject to any legal or bank regulatory requirements. The Quantum Merger Agreement entitles Dr. Neel to simultaneously serve as a director of the Bank so long as a majority of the directors of the Company are directors of the Bank.

Dr. Neel currently serves on the boards of the Indian American International Chamber of Commerce and International Development Foundation, Inc., and has served on the boards of CIGNA Health Spring Insurance Company, the Athens Area Coalition of Physicians, the Jackson County Area Chamber of Commerce, and the Community Bankers Association of Georgia.

Dr. Neel’s broad business experience, both in the medical and banking fields, as well as his continued service to the local Georgia community, make him a valued member of the Board.

Robert E. James, Jr. Mr. James has over 42 years of experience in the banking industry and is currently President of Robert E. James Advisors, LLP. In this capacity he works with CEOs and other executives of public and private companies to improve company performance and their leadership skills. From 2012 to 2015, he worked for Grant Thornton LLP as a Senior Advisor in their Banking and Securities Industry Practice. Prior to 2012, he worked for Fifth Third Bank, North Carolina (President and CEO 2008-2012), First Charter Corporation (President and CEO 2004-2008; Chief Banking Officer 1999-2004), and Centura Banks, Inc. (Executive Vice President 1989-1999). He is a current board member for the Salvation Army, Charlotte Area Command. In addition, he has served as Vice-Chair for the Board of Directors of Fifth Third Bank, North Carolina (2011-2014), served on the Board of Directors of the North Carolina Bankers Association (Chair 2007-2008), served as a board member for UNC Chapel Hill – Board of Visitors and has served as Chairman of the Staff-Parish Relations Committee, and a member of the Executive Committee, for Providence United Methodist Church in Charlotte. Mr. James joined the Board effective April 1, 2016 after having served as an advisory director of HomeTrust Bancshares and HomeTrust Bank since October 1, 2015.

Mr. James’s many years of experience in the banking industry, including having served as a CEO and in other senior executive positions, make him a valued member of the Board.

Craig C. Koontz. In June 2016, Mr. Koontz retired as Eastern Region Director of Information Technology of Atrium Windows and Doors, Inc., a manufacturer of residential vinyl and aluminum windows and patio doors, a position he held since 2011. Prior to being promoted to that position, Mr. Koontz served as IT Director for Atrium's North Carolina operations since 2002. From 1999 to 2002, Mr. Koontz served as Corporate IT Project Manager for Lifestyle Furnishings International, and from 1978 to 1999 served as Vice President of Information Technology and Customer Service for Lexington Furniture Industries. In addition, Mr. Koontz served as Chair of the Transition Committee of First Presbyterian Church Lexington and is an elder. He also volunteers for Crisis Ministry of Davidson County/Homeless Shelter and Habitat for Humanity. Mr. Koontz has also served as President of the Lexington Rotary Club, President of Hospice of Davidson County, and Chairman of the Lexington City Board of Education. Mr. Koontz became a director of HomeTrust Bank in 2010.

Mr. Koontz worked in the information technology field for over 45 years, 40 of which involved supporting systems that provide information used in financial reporting systems. This has given Mr. Koontz a sound understanding of internal and external auditing matters, especially with regard to information technology. Coupled with his knowledge of and experience with information technology matters in general, this has made Mr. Koontz a valued member of the Board.

Executive Officers Who Are Not Also Directors

Set forth below is a description of the business experience for at least the past five years of each executive officer who is not also a director of the Company. Each executive officer’s age is as of December 31, 2023.

Tony J. VunCannon. Mr. VunCannon, age 59, is a certified public accountant and has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bank since July 2006 and as Corporate Secretary of HomeTrust Bank since September 2017. From March 1997 to June 2006, Mr. VunCannon served as Vice President and Treasurer of HomeTrust Bank and from April 1992 to February 1997, Mr. VunCannon served as Controller of HomeTrust Bank. In addition, Mr. VunCannon has served as Executive Vice President (Senior Vice President prior to December 22, 2014), Chief Financial Officer and Treasurer of HomeTrust Bancshares since HomeTrust Bank’s mutual-to-stock conversion and as Corporate Secretary of HomeTrust Bancshares since September 2017. Previously, Mr. VunCannon was employed by KPMG in Charlotte, North Carolina.

Kristin Y. Powell. Ms. Powell, age 47, joined HomeTrust Bancshares and HomeTrust Bank in July 2015. From July 2015 to May 2020, Ms. Powell served as Director of Residential Mortgage Lending, and from June 2020 to June 2022, Ms. Powell served as Executive Vice President, Consumer Banking Group Executive. As of July 2022, Ms. Powell was promoted to Executive Vice President, Consumer and Business Banking Group Executive. Her experience in the banking and financial services industry spans over 20 years. Prior to joining HomeTrust, she served for over 13 years at PNC in senior leadership and strategic positions throughout the Southeast. Currently, she provides direction and leadership to our Consumer and Business Banking lines of business, which include Mortgage, Retail, Business Banking and Professional Investment Bank services.

John F. Sprink, II. Mr. Sprink, age 59, joined HomeTrust Bancshares and HomeTrust Bank in November 2014 as Senior Vice President and Market President, leading HomeTrust’s de novo entrance into the Raleigh, North Carolina market. In May 2023, Mr. Sprink was promoted to Executive Vice President, Commercial Banking Group Executive. His experience in the banking industry of more than 30 years includes leadership roles at Central Carolina Bank/SunTrust and TrustAtlantic Bank.

Megan Pelletier. Ms. Pelletier, age 45, joined HomeTrust Bancshares and HomeTrust Bank in May 2022 as Executive Vice President, Chief People Officer. In July 2023, Ms. Pelletier was promoted to Executive Vice President, Chief Operations and People Officer and gained responsibility for deposit and loan operations and project management functions, while retaining leadership of human resources. Her experience spans 20 years of banking and financial industry roles as an operational and commercial line of business employee, as well as a human resources leader. Prior to joining HomeTrust, she served in several key roles at SouthState Bank in Charlotte, North Carolina, most recently as Senior Vice President, Director of Talent Acquisition. While at SouthState she also held the positions of Director of Commercial Operations, Human Resources Manager and Human Resources Business Partner.

Marty T. Caywood. Mr. Caywood, age 51, joined HomeTrust Bank in May 1995 and has served as Executive Vice President and Chief Information Officer since April 2019. During his time at HomeTrust Bank, he has served in multiple capacities, developing and implementing technology initiatives across the organization. In 2014, Mr. Caywood assumed the role of Director of Information Technology and was promoted to Senior Vice President and Chief Technology Officer in September 2017. In addition to maintaining existing enterprise systems, he provides technical direction to all lines of business and has led numerous operational process improvement initiatives.

Keith J. Houghton. Mr. Houghton, age 61, has served as Executive Vice President (Senior Vice President prior to December 22, 2014) and Chief Credit Officer of HomeTrust Bank since March 2014. Mr. Houghton has more than 30 years of experience in the banking industry. For nearly 17 years, he held a variety of senior positions in the credit and lending areas with StellarOne Corporation, a Charlottesville, VA-based bank holding company with approximately $3 billion in assets, and its predecessors, until the sale of StellarOne to another bank in January 2014. The most recent of those positions was Chief Credit Risk Officer, which Mr. Houghton held since 2007. As previously reported by the Company, Mr. Houghton plans to retire from HomeTrust Bancshares and HomeTrust Bank effective June 30, 2024.

Lora Jex. Ms. Jex, age 44, joined HomeTrust Bancshares and HomeTrust Bank in August 2023 as Executive Vice President and Chief Risk Officer. Ms. Jex has more than 20 years of banking and financial industry experience at institutions ranging from $3 billion to $30 billion in assets. Before joining HomeTrust, she served as Chief Compliance Officer at Southern First Bank in Greenville, South Carolina and at South State Bank in Columbia, South Carolina. She has also held positions at The Savannah Bancorp, Dixon Hughes Goodman LLP, Crowe Chizek & Company and Troy Bank & Trust.

Environmental, Social and Governance Matters

We view ourselves as a regional community bank positioned for smart growth—dedicated to maintaining the core values and culture that reflect our brand and commitment to solid, long-term value for all our stakeholders. We consider environmental, social and governance (“ESG”) matters to be an integral part of our business and are committed to continuous progression of our ESG efforts.

Environmental

Recent initiatives to reduce our environmental impact have included:

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Completely redesigning our branch office back-end infrastructure to no longer rely on local servers and instead communicate directly with our two data center locations, significantly reducing our electricity usage.

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Modernizing and consolidating our data centers with more energy-efficient equipment and migrating select software platforms and workloads to cloud providers.

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Recycling older hardware and related equipment, enabling their valuable components to be reused instead of ending up in landfills.

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Enforcing power saving settings, such as requiring all employee desktop monitors to turn off after 15 minutes of inactivity.

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Converting all interior and exterior conventional lighting fixtures at our facilities to LED lighting.

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Using photocells on parking lot lights and illuminated signage.

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Replacing high energy water heaters with tankless, on-demand water heaters.

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Reducing lawn irrigation to fewer days per week while installing more drought-resistant plantings.

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Incorporating solar technology into window glass replacements.

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Incorporating environmentally conscious flooring in new installations.

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Reducing our use of paper by using electronic communication and storage for various internal reporting, board reports and proxy materials.

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Transitioning all vendors to paperless invoicing and encouraging customers to transition to online banking, receive digital delivery of documents and use electronic signatures.

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Reducing offsite document storage requirements and record retention of paper.

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Ongoing activities to reduce our environmental impact include paper and plastic recycling in all locations and auto shut-off lighting in certain areas.

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Pressure washing and window cleaning is performed with zero parts-per-million purified water and without the use of harsh detergents or chemicals.

Social

Our Communities

Supporting individuals and businesses in our local communities is a top priority for us. We employ a full-time Community Development Officer and a full-time Community Development Mortgage Originator (working solely with low-to-moderate income (“LMI”) applicants). We also maintain a Community Reinvestment Act and Fair Lending Management Committee responsible for the governance and oversight of the following activities:

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Providing financial and professional expertise to individuals living in LMI or majority-minority areas or to non-profit organizations that primarily serve individuals and small businesses in those areas.

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Donations to non-profit organizations that primarily serve individuals or small businesses in LMI and minority communities.

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Community lending to individuals or organizations in support of affordable housing, community services, economic development, community revitalization and other activities such as obtaining grant assistance that are responsive to the needs of individuals where we have office locations.

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Investments in bonds, certificates of deposit, LMI loan pools and equity that are designed to support individuals living in LMI or minority areas.

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Establishment of policies, procedures, analytics and training to prevent discriminatory lending practices.

Community development initiatives during the 2023 calendar year included:

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Provided first mortgage loan opportunities through our Homeownership Now mortgage lending program which offers 100% financing for qualified borrowers, as well as various state- and federal-based programs (NC, TN Housing and USDA, FHA, VA), to qualified LMI first-time homebuyers.

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Maintained approved lender status with a myriad of organizations that support affordable direct mortgage assistance to LMI populations, first-time homebuyers, veterans and others that may qualify. Facilitated grant and forgivable financing options through NC Housing Finance Agency, FHLB Atlanta Set-Aside program, as well as various municipal programs to secure over $264,000 in funding, supporting home purchase transactions totaling over $2.0 million.

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Partnered with Habitat for Humanity (“Habitat”) in Wake County, North Carolina to originate mortgage loans for families purchasing new homes through Habitat. We have expanded this program with Habitat in Asheville and Charlotte, North Carolina, as well as Greenville, South Carolina. To date, we have made aggregate commitments to this program of more than $23 million, including originations of over $11 million.

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Promoted financial literacy programs by providing FDIC Money Smart curriculum at no cost and partnering with the Banzai financial education program in several public schools. A new financial literacy task force was created to develop and implement a consistent curriculum for all markets served and develop partnerships to deliver these classes on an ongoing basis with local after school programs, specifically those in LMI communities.

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Provided first-time home buyer seminars that included a road map to the buying and lending process and identified resources such as financial education and down payment assistance programs.

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Supported a variety of non-profit organizations through approximately $444,000 in donations and sponsorships that work to make positive impacts on our communities with a focus on financial education, affordable housing and essential community services to LMI individuals.

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Held over $84 million in investments that promote LMI housing, including mortgages purchased from non-profit organizations, U.S. government-sponsored enterprises, low-income equity tax credits and certificates of deposit.

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Provided over 1,200 hours through our employee volunteer community service activities.

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Provided over $40 million of Community Development lending through loans and leases to developers, non-profit entities and municipalities. These loans benefit communities through services to LMI individuals, job creation and stabilization, economic development and affordable housing.

Our Employees

Key aspects of our human capital management include the following:

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Talent Acquisition. We recruit, hire and promote employees based on their individual ability and experience and in accordance with Affirmative Action and Equal Employment Opportunity laws and regulations. Our talent acquisition practices are designed to attract top talent in the financial services industry and foster an inclusive, respectful and rewarding workplace. Selection teams are guided by our talent acquisition professionals in the proper recruitment and selection of candidates with a focus on competency-based hiring. We stay abreast of market trends and best practices to remain competitive and an attractive place to work. An employee referral program rewards current employees for identifying candidates who choose to apply and accept employment with us.

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Employee Retention and Engagement. Our business strategy relies heavily on relationships with both internal and external stakeholders. At new employee orientation, newly hired employees are educated on the history of the Company, our vision and our 33 culture fundamentals, which we introduced in 2022 and outline how we work with our customers, partners and each other. These fundamentals are a behavior-based set of expectations, intended to support the Company’s core values and increase overall employee engagement. In 2023, we provided new and enhanced opportunities for managers to participate in training classes focused on building and enhancing people-management skills. We offer a comprehensive benefits package to our employees and have designed our compensation programs to attract, retain, motivate and reward employees. We provide regular performance feedback and encourage collaboration across the Company through open dialogue and focused execution while seeking diverse perspectives.

We believe a strong corporate culture and employee engagement is crucial to the success of the Company. We recently conducted a comprehensive employee engagement survey, with a high level of employee participation and improved employee engagement results. Results were utilized to gain perspective on what we do well and identify opportunities for improvement. When employees exit the organization, we seek their candid feedback through confidential interviews and surveys in an effort to improve our processes, practices, and overall work environment.

In 2023, HomeTrust was recognized as one of the top 20 Great Employers to Work for in North Carolina, by Best Companies Group. This recognition was a testament to our commitment to enhancing the employee experience and our significant investments in improving the culture of our workplace, expansion of inclusive benefits, increased employee communication, training and education opportunities. Collectively, these initiatives are designed to have a teammate-first work environment to boost employee morale, engagement and job satisfaction.

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Community Engagement. We are committed to serving and strengthening the communities in which we live, work and play and believe this commitment fosters strong and rewarding relationships with our clients and community partners. Community Service Leave (“CSL”) is awarded annually to employees to foster volunteerism with charitable organizations of their choice throughout the year. All employees are eligible for CSL and may use it throughout the calendar year to participate in eligible community service activities. We also offer employee events focused on giving back to non-profits in the communities we serve through our “Heart of HTB” initiative.

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Safety and Well-Being. Valuing our people, our greatest asset, means that good health, safety and well-being practices, both at home and at work, are woven into the fabric of our culture. In addition to traditional health benefits, we offer a confidential employee assistance program for employees and for those living in their households which provides tools, resources and counseling at no charge to them. We also provide a physical wellness program, which delivers services and tools to help employees maintain a healthy life. We provide access to free financial wellness counseling services and promote the health and wellness of our employees by strongly encouraging work-life balance and a healthy lifestyle. The Company's competitive paid time off program gives our employees a chance to step back from their professional commitments, which employees may use for vacation, personal use or illness. To foster inclusivity and support our employees through various life events, we offer a 100% paid parental leave benefit to all eligible employees, regardless of gender, for the birth, adoption or fostering of a new child. In addition, we offer company-paid short-term disability coverage to provide 100% wage replacement for eight weeks for employees with at least one year of service if they experience a qualifying medical event.

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Diversity, Equity and Inclusion. We recognize the importance of having a workforce that reflects the diversity of the communities we serve, and we are committed to continuous progression of a more equitable, diverse, and inclusive workplace. As of December 31, 2023, our senior management team was 44% female, and our broader employee population self-identified as follows: 65% female and 16% a member of a minority demographic.

Governance

Our Board of Directors and management are committed to sound and effective corporate governance practices. Certain aspects of these practices, including the leadership structure of our Board and the Board’s role in risk oversight, the Board’s committees, our Code of Ethics and Conduct, our stock ownership guidelines for directors and executive officers and our director and executive compensation programs, are discussed in the sections that follow. We believe the diversity of our directors has significantly enhanced the effectiveness of our Board. This topic is discussed in greater detail in the “Board Diversity and Refreshment” section above.

Director Independence

The following directors of the Company, constituting a majority (eight of nine directors) of the Board, have been determined to be “independent directors,” as that term is defined in NASDAQ Listing Rule 5605(a)(2): James, Kendall, Koontz, Lowe, McFarland, Neelagaru, Switzer and Williams. It has also been determined that, if elected at the annual meeting, Mr. Cureton, Ms. Hancock and Mr. Jacobs will be independent directors under NASDAQ Listing Rule 5605(a)(2).

Board Leadership Structure and Role in Risk Oversight

Leadership Structure. The Board periodically reviews and discusses its leadership structure and has determined that it is currently in the best interests of the Board and the Company to separate the roles of Chief Executive Officer and Chairman of the Board. The Board believes this structure increases the Board’s independence from management and, in turn, enhances its monitoring and oversight of management. The Company has in the past combined the positions of Chief Executive Officer and Chairman into one position and may do so again in the future, if so determined by the Board.

Role in Risk Oversight. Risk is inherent with the operation of every financial institution, and how well an institution manages risk can ultimately determine its success. We face a number of risks, including but not limited to credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of the risks we face, while the Board has ultimate responsibility for the oversight of risk management. The Board believes that risk management, including setting appropriate risk limits and monitoring mechanisms, is an integral component and cannot be separated from strategic planning, annual operating planning and daily management of our business. Consistent with this approach as well as based on the belief that certain risks require an oversight focus that a Board committee can better provide, the Board has delegated the oversight of certain risk areas to certain committees of the Board. The responsibilities of the Executive and Risk Committee of the Board of Directors include enterprise risk management, which encompasses the primary risks faced by HomeTrust Bank in its operations. The responsibilities of the Audit Committee of the Board of Directors include assisting the Board with respect to potential financial risks to the Company. The responsibilities of the Compensation and Human Capital Committee of the Board of Directors include the consideration of risks in connection with incentive and other compensation programs. The responsibilities of the Asset/Liability Committee of the Board of Directors include monitoring liquidity and interest rate risk. See “Board Meetings and Committees.” These committees regularly provide reports of their activities and recommendations to the full Board. In addition, members of senior management regularly attend meetings of the Board to report to the Board on the primary areas of risk that we face.

Cybersecurity risk is a key consideration in the operational risk management capabilities at HomeTrust Bank. We maintain a formal information security management program, which is subject to oversight by, and reporting to, the Executive and Risk Committee. Given the nature of our operations and business, including the Bank’s reliance on relationships with various third-party providers in the delivery of financial services, cybersecurity risk may manifest itself through various business activities and channels, and it is thus considered an enterprise-wide risk that is subject to control and monitoring at various levels of management throughout the Bank. The Executive and Risk Committee oversees and reviews reports on significant matters of corporate security, including cybersecurity.

Board Meetings and Committees

The current members of the Boards of Directors of the Bank and the Company are identical. Meetings of the Company’s and the Bank’s Boards of Directors are generally held eight times per year. In those months when the Boards of Directors do not meet, the Boards’ Executive and Risk Committee meets. During the six-month transition period ended December 31, 2023, the Board of Directors of the Company held five meetings and the Board of Directors of the Bank held five meetings. During the six-month transition period ended December 31, 2023, no incumbent director attended fewer than 75% of the aggregate of the total number of meetings of each Board and the total number of meetings held by the committees of each Board on which committees he or she served during the period in which he or she served.

The Company’s Board of Directors has the following standing committees, which are summarized below: Audit Committee, Compensation and Human Capital Committee, Executive and Risk Committee, Governance and Nominating Committee, Asset/Liability Committee, and Mergers and Acquisitions Committee.

Audit Committee. The Audit Committee is currently comprised of Directors Kendall (Chair), Koontz, McFarland and Switzer, each of whom is “independent,” as independence for audit committee members is defined in the NASDAQ Listing Rules. The Company’s Board of Directors has determined that each of Ms. Kendall and Mr. Switzer is an “audit committee financial expert,” as defined in Item 407(d)(5) of SEC Regulation S-K.

The Audit Committee operates under a written charter adopted by the Company’s Board of Directors, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.” The Audit Committee is appointed by the Company’s Board of Directors to provide assistance to the Board in fulfilling its oversight responsibility relating to: the integrity of the Company’s consolidated financial statements and the accounting and financial reporting processes; the systems of internal accounting and financial controls; compliance with legal and regulatory requirements and the Company’s policies; the annual independent audits of the Company’s consolidated financial statements and internal control over financial reporting; the independent auditors’ qualifications and independence; the performance of the Company’s internal audit department and independent auditors; and any other areas of potential financial risk to the Company specified by its Board of Directors. The Audit Committee also is responsible for hiring, retaining and terminating the Company’s independent auditors. In addition, the Audit Committee reviews, at least annually, the Company’s Code of Ethics and Conduct. The Audit Committee met four times during the six-month transition period ended December 31, 2023.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee (the “Compensation Committee”) is currently comprised of Directors Koontz (Chair), James, Lowe and Williams, each of whom is an “independent director,” as that term is defined in the NASDAQ Listing Rules. The Compensation Committee is responsible for reviewing and evaluating executive compensation and administering the Company’s compensation and benefit programs. The Compensation Committee also is responsible for:

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reviewing from time to time the Company’s compensation and incentive plans and, if the Committee believes it to be appropriate, amending these plans or adopting new plans;

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overseeing the evaluation of management and determining the compensation for executive officers, including salary, bonus, short-term incentives, long-term incentives and all other forms of compensation, including participation in tax-qualified and non-qualified benefit plans. This includes evaluating performance following the end of incentive periods and setting specific awards for executive officers;

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reviewing and approving the amount of the Company’s 401(k) matching contributions and ESOP allocations under the KSOP each year;

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performing such duties and responsibilities as may be assigned to the Committee under the terms of any executive or employee compensation plan;

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reviewing annually all employment contracts of the Company’s executive officers and approving the amendment, extension or termination of such contracts as deemed appropriate, and considering any proposed new employment contracts with executive officers;

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periodically reviewing and recommending to the Board the appropriate level of compensation and the appropriate mix of cash compensation and equity compensation for Board and Board committee service; and

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overseeing succession planning for the Company’s executive management team.

The Compensation Committee operates under a formal written charter, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.” During the six-month transition period ended December 31, 2023, the Compensation Committee met four times.

The charter of the Compensation Committee authorizes the committee to retain a consultant to assist the committee in carrying out its responsibilities. Pursuant to this authority, the Compensation Committee retained the consulting firm of Pearl Meyer & Partners, LLC (“Pearl Meyer”). For additional information regarding the role of Pearl Meyer, see “Executive Compensation – Compensation Discussion and Analysis – What Guides Our Program – Role of Independent Compensation Consultant.”

The charter of the Compensation Committee does not specifically provide for delegation of any of the authorities or responsibilities of the committee. For a discussion of the role of executive officers in setting executive pay, see “Executive Compensation – Compensation Discussion and Analysis – What Guides Our Program – Role of Executive Officers in Determining Compensation.”

Executive and Risk Committee. The Executive and Risk Committee is currently comprised of Directors Williams (Chair), James, Kendall, Koontz, Switzer and Westbrook. The Executive and Risk Committee is authorized to exercise the power of the Board of Directors between Board meetings, to the extent permitted by applicable law, and performs the duties of the Loan Committee in the months the full Board of Directors does not meet. The responsibilities of the Executive and Risk Committee also include:

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periodically review and approve the Company’s enterprise risk management program activities and related frameworks;

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review and discuss the following with management: the Company’s risk appetite statement and risks to corporate strategy; alignment of strategy and business objectives with the Company’s stated mission, vision and core values; significant business decisions, including capital allocations, funding and dividend-related decisions, to understand the risks to the Company; responses to significant fluctuations in the performance of the Company or the risks impacting the Company; and corporate culture and desired behaviors, including responses to instances of deviations from core values;

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coordinate with other Board committees, including the Audit, Compensation and Asset/Liability Committees, to assist in the performance of their duties and responsibilities with respect to risk management, to share information and to avoid duplication of efforts;

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review and approve the Chief Risk Officer’s assessment of the risks with employee compensation and incentive practices;

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review and approve policies, systems and processes for risk data aggregation and model governance;

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receive and discuss with the Chief Risk Officer the Company’s major risk exposures and corporate risk profile and review steps taken by management to monitor, manage and mitigate significant risk exposures;

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review the activities of management-level committees to identify, monitor and respond to the Company’s significant risks;

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review and approve enterprise risk policies that reflect the Company’s risk management philosophies, principles and risk limits;

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receive and review reports from the Chief Risk Officer and other members of management regarding the state and maturity of the Company’s overall risk management program;

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receive and review communications from the Chief Risk Officer and other members of management on the results of risk management activities, including any emerging risks and risk topics to enhance the Executive and Risk Committee members’ knowledge and awareness of key risks that may impact the Company;

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review and discuss with management any audit and examination results and other reports from regulatory authorities relating to the Company’s risk management activities;

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review management’s process for the reporting of all independent loan review results directly to the full Board;

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receive and review reports from management at least annually on the Company’s insurance program; and

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review and approve the Company’s information security program and receive reports from management on the status of the program activities and any significant risks to the Company or customers.

The Executive and Risk Committee operates under a formal written charter, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.” The Executive and Risk Committee met two times during the six-month transition period ended December 31, 2023.

Governance and Nominating Committee. The Governance and Nominating Committee is currently comprised of Directors Williams (Chair), James, Kendall, Lowe and Neelagaru, each of whom is an “independent director,” as that term is defined in the NASDAQ Listing Rules. The Governance and Nominating Committee is responsible for identifying and recommending director candidates to serve on the Board of Directors. Final approval of director nominees is determined by the full Board, based on the recommendations of the Governance and Nominating Committee. The nominees for election at the annual meeting identified in this proxy statement were recommended to the Board by the Governance and Nominating Committee.

The Governance and Nominating Committee operates under a formal written charter adopted by the Board, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.” The Governance and Nominating Committee has the following responsibilities under its charter:

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recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board;

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recommend candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in the Company’s charter and bylaws relating to the nomination or appointment of directors, giving consideration to the candidate’s particular experience, qualifications, attributes or skills in view of the following criteria, as applicable:

honesty/integrity/reputation; commitment to the long-term success of the Company and stock ownership; right fit/collaborative leader/builds consensus/team builder; commitment and time to fulfill responsibilities; ability to read and understand financial statements; expertise in strategic thinking and planning; diversity of Board members; financial management expertise; understanding and knowledge of banking industry and trends; bank accounting expertise, experience as a CPA/CFO/auditor/other relevant experience and/or meets SEC “Audit Committee Financial Expert” definition; director/senior executive of a company comparable in size and/or complexity to the Company (or larger) with recent operating experience; experience with mergers/acquisitions; expertise in technology, including e-commerce and business continuity planning; expertise in enterprise risk management; experience as a human resources executive or related experience in culture change, recruiting and retaining talent; and any other factors that the Governance and Nominating Committee may deem appropriate.

The Governance and Nominating Committee considers these criteria, and any other criteria established by the Board, in the context of an assessment of the operation and needs of the Board as a whole and the Board’s goal of maintaining diversity among its members;

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review nominations submitted by stockholders addressed to the Company’s Corporate Secretary that comply with the requirements of the Company’s charter and bylaws. Nominations from stockholders will be considered and evaluated using the same criteria as all other nominations;

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review proposals submitted by stockholders for business to be conducted at annual meetings of stockholders;

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determine the criteria for the selection of the Chair and Vice Chair/Lead Director of the Board and make recommendations to the Board for these positions;

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annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary;

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recommend to the Board a set of corporate governance principles applicable to the Company, review those principles at least annually and perform the responsibilities assigned to the Committee under those principles. Implement other policies regarding corporate governance matters as deemed necessary or appropriate;

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oversee an annual performance evaluation of the Board;

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recommend advisory directors and emeritus directors; and

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perform any other duties or responsibilities delegated to the Committee by the Board.

Nominations of persons for election to the Board of Directors may be made only by or at the direction of the Board of Directors or by any stockholder entitled to vote for the election of directors who complies with the notice procedures. Pursuant to the Company’s bylaws, nominations for directors by stockholders must be made in writing and received by the Corporate Secretary of the Company at the Company’s principal executive offices no earlier than 120 days prior to the meeting date and no later than 90 days prior to the meeting date. If, however, less than 100 days’ notice or public announcement of the date of the meeting is given or made to stockholders, nominations must be received by the Company not later than the close of business on the tenth day following the earlier of the day on which notice of the date of the meeting was mailed or otherwise transmitted or the day on which public announcement of the date of the meeting was first made. In addition to meeting the applicable deadline, nominations must be accompanied by certain information specified in the Company’s bylaws.

The Governance and Nominating Committee met five times during the six-month transition period ended December 31, 2023.

Asset/Liability Committee. The Asset/Liability Committee is currently comprised of Directors Switzer (Chair), McFarland, Neelagaru and Westbrook. The Asset/Liability Committee is responsible for the approval of the Company’s investment and asset/liability management strategies, establishing related policies and monitoring compliance with those policies. During the six-month transition period ended December 31, 2023, the Asset/Liability Committee met two times.

Mergers and Acquisitions Committee. The Mergers and Acquisitions Committee is currently comprised of Directors James (Chair), Lowe, Switzer, Westbrook and Williams. The Mergers and Acquisitions Committee is responsible for reviewing potential merger and acquisition transactions and, if appropriate, recommending such transactions to the Board of Directors for the Board’s consideration and approval. The Mergers and Acquisitions Committee did not meet during the six-month transition period ended December 31, 2023.

Stockholder Communications with Directors

Stockholders may communicate with the Board of Directors by writing to: Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer, HomeTrust Bancshares, Inc., 10 Woodfin Street, Asheville, North Carolina 28801.

Board Member Attendance at Annual Stockholder Meetings

Although the Company does not have a formal policy regarding director attendance at annual stockholder meetings, directors are expected to attend these meetings absent extenuating circumstances. All but one of the Company’s directors serving at that time attended the Company’s last annual meeting of stockholders.

Director Compensation

The current members of the Boards of Directors of the Bank and the Company are identical. The following table includes information regarding the compensation earned, for service as a director, by each individual who served on the Company’s Board of Directors during the six-month transition period ended December 31, 2023, other than Mr. Stonestreet, who served as Executive Chairman until his retirement on November 13, 2023, and Mr. Westbrook, the Company’s President and Chief Executive Officer. During the six-month transition period ended December 31, 2023, Messrs. Stonestreet and Westbrook did not receive any compensation for their service as directors. For information regarding Mr. Stonestreet’s and Mr. Westbrook’s compensation for service as executive officers, see “Executive Compensation.” The table also includes information regarding the compensation earned by Mr. Cureton, Ms. Hancock and Mr. Jacobs for their service as advisory directors of the Company during the six-month transition period ended December 31, 2023.

Name	Fees Earned Or Paid in Cash ($)		Stock Awards ($)⁽³⁾		Option Awards ($)⁽⁴⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)
Sidney A. Biesecker⁽¹⁾	$	20,750		---		---	$	---	$	241	$	20,991
Jesse Cureton⁽²⁾		6,000		---		---		---		---		6,000
Bonnie V. Hancock⁽²⁾		7,500		---		---		---		---		7,500
Dwight L. Jacobs⁽²⁾		6,000		---		---		---		---		6,000
Robert E. James, Jr.		25,250		---		---		---		241		25,491
Laura C. Kendall		29,500		---		---		---		241		29,741
Craig C. Koontz		28,250		---		---		181		---		28,431
Rebekah M. Lowe		24,500		---		---		---		241		24,741
F.K. McFarland, III		21,500		---		---		7,501		---		29,001
Narasimhulu Neelagaru, M.D.		17,000		---		---		---		---		17,000
John A. Switzer		20,750		---		---		---		241		20,991
Richard T. Williams		35,250		---		---		66		241		35,557

(1)	Mr. Biesecker, who passed away on October 24, 2023, is a former employee of HomeTrust Bank. Information regarding compensation provided to him and his beneficiaries during the six-month transition period ended December 31, 2023 for his prior service as an employee is provided under “Transactions with Related Persons.”
(2)	Messrs. Cureton and Jacobs and Ms. Hancock became advisory directors of the Company on September 25, 2023, and currently serve in that capacity.
(3)	As of December 31, 2023, each of Messrs. James, Koontz, McFarland, Switzer and Williams and Mses. Kendall and Lowe held 1,148 unvested shares of restricted stock.
(4)	As of December 31, 2023, Mr. Koontz held options to purchase 3,700 shares of common stock, Mr. McFarland held options to purchase 2,300 shares of common stock and each of Messrs. James and Williams and Ms. Kendall held options to purchase 12,000 shares of common stock.
(5)	Includes the aggregate of (i) the change in the actuarial present value of the director’s accumulated benefit under HomeTrust Bank’s Director Emeritus Plan (the “Director Emeritus Plan”) from June 30, 2023 to December 31, 2023 and (ii) above-market interest on amounts deferred under HomeTrust Bank’s non-qualified deferred compensation plan (the “Deferred Compensation Plan”), respectively, as follows for each director: Mr. Biesecker – (i) $0 and (ii) $0; Mr. James – (i) $0 and (ii) $0; Ms. Kendall – (i) $0 and (ii) $0; Mr. Koontz – (i) 0 and (ii) $181; Ms. Lowe – (i) $0 and (ii) $0; Mr. McFarland – (i) $7,344 and (ii) $157; Dr. Neel – (i) $0 and (ii) $0; Mr. Switzer – (i) $0 and (ii) $0; and Mr. Williams – (i) $0 and (ii) $66. Messrs. Koontz and McFarland are the only current directors who participate in the Director Emeritus Plan. For additional information, see “—Director Emeritus Plan.”
(6)	Represents dividends paid on unvested shares of restricted stock.

Director Retainer and Fees

The compensation arrangement for non-employee directors currently consists of the following: (i) an annual cash retainer of $34,000; (ii) a cash fee of $1,500 for each in-person Board meeting attended in excess of ten in-person meetings during the fiscal year; (iii) a cash fee of $750 for each in-person committee meeting attended and for each telephonic committee meeting attended lasting one hour or more; (iv) an annual restricted stock award, previously with a targeted value of approximately $30,000 and increased to approximately $34,000 for the next such award; and (v) an additional annual cash retainer of $15,000 for the Chair or Lead Director, $10,000 for the Audit Committee Chair, $7,500 for the Compensation Committee Chair and $5,000 for the Governance and Nominating Committee Chair.

Directors who are also employees of HomeTrust Bank do not receive an annual retainer or other fees for serving on the Board.

Equity-Based Compensation

At the Company’s annual meeting of stockholders held on January 17, 2013, its first meeting of stockholders following the July 2012 mutual-to-stock conversion of HomeTrust Bank, the Company’s 2013 Omnibus Incentive Plan was approved. The 2013 Omnibus Incentive Plan allowed for the grant of stock options, stock appreciation rights, restricted stock, restricted share units and cash awards to eligible participants. The 2013 Omnibus Incentive Plan was similar to equity-based incentive plans adopted by other newly converted thrift institutions.

At the Company’s annual meeting of stockholders held on November 14, 2022, the Company’s 2022 Omnibus Incentive Plan was approved. The 2022 Omnibus Incentive Plan permits the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units. Upon the stockholders’ approval of 2022 Omnibus Incentive Plan, no future awards could be made under the 2013 Omnibus Incentive Plan.

As noted under “-Director Retainer and Fees,” non-employee directors receive an annual restricted stock award. The most recent such award was made on February 10, 2023, with each non-employee director at the time receiving 1,148 shares of restricted stock, which vested in full on February 11, 2024. Due to the change in the Company’s fiscal year-end from June 30 to December 31, the scheduled timing of the next annual restricted stock award to non-employee directors was moved from February 2024 to June 2024.

Director Emeritus Plan

Under the Director Emeritus Plan, upon termination of service as a director other than for cause, a participating director becomes an emeritus director and is entitled to be paid a monthly director emeritus fee as set forth in his or her joinder agreement to the Director Emeritus Plan, for the benefit period specified in the joinder agreement. Former Directors Biesecker and Stonestreet did not participate in the Director Emeritus Plan but were provided with additional benefits under HomeTrust Bank’s Executive Supplemental Retirement Income Plan (the “SERP”). Directors James, Kendall, Lowe, Neelagaru, Switzer, Westbrook and Williams do not participate in the Director Emeritus Plan, and it is expected that no future director will participate in the Director Emeritus Plan.

The specific Director Emeritus Plan benefits of each of the directors listed in the table under “Director Compensation” above who currently participate in the Director Emeritus Plan are described below. Each such participant is 100% vested in his or her benefits under the Director Emeritus Plan.

Director Koontz. Under his joinder agreement, Director Koontz is entitled to a 20-year director emeritus benefit in the annual amount of $30,000, with such amount increasing 5% per year after the first year of the benefit period.

Director McFarland. Under his joinder agreement, Director McFarland is entitled to a 20-year director emeritus benefit in the annual amount of $16,193, with such amount increasing 5% per year after the first year of the benefit period.

Code of Ethics and Conduct

We have adopted a Code of Ethics and Conduct (the “Code of Ethics”), which applies to all directors, officers and employees of the Company and its subsidiaries. The Code of Ethics reflects our expectation of honest and ethical conduct in all aspects of our business from all directors, officers and employees. A copy of the Code of Ethics is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.”

Stock Ownership Guidelines

We have adopted stock ownership guidelines applicable to our directors and executive officers in order to further align their interests with the interests of our stockholders. These guidelines are described under “Executive Compensation – Compensation Discussion and Analysis – Other Compensation Practices, Policies and Guidelines – Stock Ownership Guidelines.”

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

In this section, we provide an overview and analysis of our compensation programs, the material compensation policy decisions we have made under those programs, and the material factors we considered in making those decisions. Following this section, you will find a series of additional tables containing specific information about compensation paid or payable to the following individuals, whom we refer to as our “named executive officers” (“NEOs”):

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C. Hunter Westbrook, President and Chief Executive Officer of the Company and the Bank*;

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Tony J. VunCannon, Executive Vice President, Chief Financial Officer, Corporate Secretary and Treasurer of the Company and the Bank;

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Kristin Y. Powell, Executive Vice President and Consumer and Business Banking Group Executive of the Company and the Bank;

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John F. Sprink, II, Executive Vice President, Commercial Banking Group Executive of the Company and the Bank;

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Megan Pelletier, Executive Vice President, Chief Operations and People Officer of the Company and the Bank; and

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Dana L. Stonestreet, Former Executive Chairman of the Company and the Bank*.

*Mr. Stonestreet retired as Executive Chairman of the Company and the Bank on November 13, 2023. Prior to September 1, 2022, Mr. Stonestreet was Chairman and Chief Executive Officer of the Company and Chairman of the Bank, and Mr. Westbrook was President and Chief Operating Officer of the Company and President and Chief Executive Officer of the Bank. Prior to September 1, 2021, Mr. Stonestreet was Chairman, President and Chief Executive Officer of the Company and Chairman and Chief Executive Officer of the Bank, and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and President and Chief Operating Officer of the Bank. Prior to October 28, 2020, Mr. Stonestreet was also President of the Bank and Mr. Westbrook was Senior Executive Vice President and Chief Operating Officer of the Company and the Bank.

Executive Summary

Business Highlights. For the six-months ended December 31, 2023 compared to the six months ended December 31, 2022:

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net income was $28.3 million, compared to $22.9 million;

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diluted earnings per share were $1.67 compared to $1.50;

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annualized return on average assets was 1.27% compared to 1.28%;

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annualized return on average equity was 11.51% compared to 11.32%;

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net interest income was $84.1 million compared to $72.1 million;

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net interest margin was 4.02% compared to 4.31%;

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provision for credit losses was $5.9 million compared to $6.2 million;

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noninterest income was $16.9 million compared to $15.9 million;

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tax-free death benefit proceeds from life insurance were $2.7 million compared to $0; and

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cash dividends were $0.21 per share, totaling $3.5 million, compared to $0.19 per share, totaling $2.9 million.

After our conversion in 2012 from the mutual to the stock form of ownership, our senior leadership team was focused on transforming from a mutual thrift institution to a high-performing regional commercial bank. We have successfully completed that transformation by adding various diverse commercial lines of business, hiring local experienced commercial relationship managers, and expanding our technology and operations infrastructure to support this commercial growth. We have also expanded geographically, adding larger growing, metro markets in Georgia, North Carolina, South Carolina, Tennessee and Virginia.

In recent years, we have focused on our mission to establish a behavior-based culture that focuses on fundamentals that serve as a guiding light in every facet of our business. In 2022, we introduced these 33 culture fundamentals that encapsulate the values we hold and solidify our unique culture. Each week, a different fundamental is emphasized and discussed throughout the Company through unique videos, a culture app, and at the start of each team meeting. From “#1 - do the right thing, always” to “#17 - think and act like an owner” to “#33 - keep things fun,” these fundamentals are not just how we behave and treat each other and our customers, but also how we manage the Company.

These focused efforts of our senior leadership team have also resulted in stronger financial performance as noted in the highlights above. We believe continuing our emphasis on maturing our lines of business, expense rationalization and our behavior-based culture will drive even more growth in stockholder value.

Say on Pay and Key Compensation Actions. On the “say on pay vote” at our last annual meeting of stockholders (held in November 2023), the percentage of votes cast in favor was approximately 95%. We currently hold a say on pay vote at every annual meeting of stockholders. We strive to keep an open dialogue with investors to ensure we hear and understand their perspectives. We carefully consider the feedback received from these discussions, as well as the results of our say on pay vote, in evaluating our executive compensation.

The Compensation Committee is steadfast in its commitment to align the Company’s executive compensation programs with stockholder interests and expectations, while balancing the need to attract, motivate and retain high-performing leaders. In pursuit of this commitment, the Compensation Committee made the following key compensation-related decisions during the six-month transition period ended December 31, 2023:

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increases in NEO base salaries were generally merit-based and to maintain such salaries at approximately the 50th percentile of the market compensation data for their positions; and

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cash awards under the Company’s short-term incentive program were based on the Company’s financial performance and pre-established individual goals.

Best-Practice Compensation Approaches. To support long-term value creation, we follow good governance practices, including the following:

Pay for performance, minimum performance requirements and capped payouts	Our annual incentives require minimum levels of performance before amounts are earned and also have a cap on maximum payouts. More than one-half of our chief executive officer’s annual equity award is performance-based and one-half of the annual equity awards to other executive officers are performance-based.
Appropriate risk-taking	We set challenging, yet achievable performance goals that are centered around our internal financial plan, which we believe will not encourage risk taking outside the range of risk inherent in our business.
Clawback provisions	Our annual incentives and equity-based awards are subject to clawback if we are required to restate our financial results.
Limited perquisites	Other than providing Mr. Westbrook with an automobile allowance, reimbursing Mr. Sprink for country club dues and providing Mr. Stonestreet with a company automobile (ownership of which was transferred to Mr. Stonestreet upon his retirement), we have not provided the NEOs with any perquisites or other personal benefits.
No golden-parachute excise tax gross-ups	We have not entered into any agreements that provide a golden parachute excise tax gross-up in the event of a change in control.
“Double-trigger” severance benefits in the event of a change in control	In the event of a change in control, the payment of severance benefits to the NEOs under their employment (Messrs. Westbrook and VunCannon) and change in control severance (Ms. Powell, Mr. Sprink and Ms. Pelletier) agreements are set to a “double trigger.” This means that these severance benefits will not be paid unless there is also a qualifying termination of employment upon or after the change in control.
No repricing or exchanges of underwater stock options	Our 2013 Omnibus Incentive Plan and our 2022 Omnibus Incentive Plan both prohibit the repricing or exchange of underwater stock options without stockholder approval.
Significant stock ownership requirement	Our executive officers and directors are required to accumulate and hold our common stock equal to a multiple of base salary (three times base salary for the chief executive officer and one times base salary for each of the other NEOs) or annual Board retainer (five times annual retainer for each non-employee director).
No hedging or pledging	Our executive officers and directors are prohibited from hedging or pledging our securities.
Annual say on pay vote	The Company both seeks and values stockholder feedback and holds a say on pay vote every year.

What Guides Our Program

Compensation Philosophy and Objectives. The Compensation Committee of the Board of Directors administers our compensation and benefit programs. The Compensation Committee is responsible for setting and administering the policies that govern executive compensation. Our current compensation philosophy is designed to:

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attract the right people and retain top performers;

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be competitive with other companies of similar size and complexity;

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reward and motivate behaviors consistent with our culture and values;

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inspire and motivate employees, both individually and as a team, to execute our vision, business strategy and drive for enduring customer satisfaction; and

●

differentiate rewards for our top performers through performance-based compensation.

Our compensation philosophy is supported by the elements of our executive compensation program listed in the table below. These compensation elements provide a balanced mix of guaranteed compensation and variable, at-risk compensation with an emphasis on annual and long-term incentives.

Compensation Element	Form	Description
Base Salary	Cash (Fixed)	Provides a competitive fixed rate of pay relative to similar positions in the market, and enables the Company to attract and retain critical executive talent.
Annual Incentives	Cash (Variable)	Focuses executives on achieving annual financial and strategic goals that drive long-term stockholder value by maturing our new lines of business to drive higher levels of earnings and value creation for stockholders.
Long-Term Incentives	Equity (Variable)	Provides incentives for executives to execute on longer-term financial/strategic growth goals that drive stockholder value creation and support the Company’s retention strategy.

Role of the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the Board. The Compensation Committee works very closely with its independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee operates under a formal written charter, a copy of which is available on the Company’s website, located at www.htb.com, by clicking “Investor Relations,” then “Corporate Governance” and then “Documents & Charters.”

The Compensation Committee makes all final compensation and equity award decisions regarding our chief executive officer and other NEOs.

Role of Executive Officers in Determining Compensation. For the six-month transition period ended December 31, 2023, our chief executive officer (Mr. Westbrook) recommended to the Compensation Committee the compensation of the NEOs other than himself. Our chief executive officer was not involved with any aspect of determining his own compensation.

Role of Independent Compensation Consultant. The Compensation Committee has engaged Pearl Meyer as its independent compensation consultant to review our executive and director compensation programs and arrangements from time to time. As a result of these reviews, the base salaries of the NEOs have been adjusted to reflect market-based levels using peer group and survey data. See “-Transition Period Executive Compensation Program in Detail – Base Salaries.” The Compensation Committee also consulted with Pearl Meyer in connection with the adoption and implementation of the Company’s Senior Leadership Incentive Plan and equity awards granted under the 2022 Omnibus Incentive Plan. See “-Transition Period Executive Compensation Program in Detail – Annual Incentives” and “-Transition Period Executive Compensation Program in Detail – Equity-Based Awards.”

Under its engagement letter, Pearl Meyer acknowledged that it was retained by and performs its services for the Compensation Committee. In performing work for the Compensation Committee, Pearl Meyer interacts with Company management as part of the process for developing information and data required by the Compensation Committee.

The Compensation Committee has assessed the independence of Pearl Meyer pursuant to the NASDAQ Listing Rules and the Compensation Committee has concluded that Pearl Meyer’s work for the Compensation Committee has not raised any conflict of interest.

Role of Peer Groups. In setting the NEOs’ compensation levels, the Compensation Committee typically reviews proxy statement data of compensation paid to the executive officers of other community banks comparable to us in size and complexity. The most recent such analysis, which was done in conjunction with a review of our compensation program by Pearl Meyer, included the following institutions, which ranged in asset size from $3.1 billion to $9.2 billion:

American National Bankshares, Inc.		Blue Ridge Bankshares, Inc.
Capital City Bank Group, Inc. Carter Bankshares, Inc. Civista Bancshares, Inc. Community Trust Bancorp, Inc.		CapStar Financial Holdings, Inc City Holding Company CNB Financial Corporation Farmers National Banc Corp.
First Community Bankshares, Inc.		Peoples Bancorp Inc.
Primis Financial Corp. SmartFinancial, Inc.		Republic Bancorp, Inc. Southern First Bancshares, Inc.
Stock Yards Bancorp, Inc.		Summit Financial Group, Inc.
Univest Financial Corporation

In addition to proxy statement data, Pearl Meyer analyzes the compensation paid to our executive officers using national survey data for the banking industry and selects a scope of institutions comparable to us in asset size.

Transition Period Executive Compensation Program in Detail

Base Salaries. We seek to provide our NEOs and other executives with a competitive annual base salary. We do so in order to attract and retain an appropriate caliber of talent for the position. Our base salary levels reflect a combination of factors, including competitive pay levels and the executive’s experience and tenure, individual performance and job responsibilities. We generally review salary levels annually to recognize these factors.

Effective October 1, 2023, each of the NEOs other than Mr. Stonestreet (who retired as Executive Chairman on November 13, 2023) and Ms. Pelletier (whose base salary increased from $246,838 to $293,000 with her promotion to Chief Operations and People Officer on July 31, 2023) received increases in their base salaries that were merit-based and to maintain such salaries at approximately the 50^th percentile of the market compensation data for their positions. These changes are reflected in the following table.

Name	Base Salary Before Increase		Base Salary After Increase		Percentage Change
C. Hunter Westbrook	$	550,000	$	600,000		9.09	%
Tony J. VunCannon		280,830		320,000		13.95
Kristin Y. Powell		285,000		296,400		4.00
John F. Sprink, II		285,000		296,400		4.00

Annual Incentives. Under the Senior Leadership Incentive Plan, participating executive officers are generally eligible to earn a cash bonus ranging from 50% to 150% of their targeted incentive award opportunities based on the extent to which certain weighted performance goals have been achieved relative to a targeted level of performance. Executive officers receive a payout of 50% of their targeted incentive award opportunity if actual performance under a performance goal is at the threshold (minimum) level of performance, 100% of their targeted incentive award opportunity if actual performance is at the target level of performance, and 150% of their targeted incentive award opportunity if actual performance is at or above the stretch (maximum) level of performance, subject to the discretion of the Compensation Committee to modify awards. Interpolation is used to calculate incentive payouts when performance falls between threshold and stretch.

Set forth below is a summary of the award opportunities for the six-month transition period ended December 31, 2023 under the Senior Leadership Incentive Plan for Messrs. Westbrook and VunCannon, Ms. Powell, Mr. Sprink and Ms. Pelletier. Mr. Stonestreet did not participate in the Senior Leadership Incentive Plan with respect to the six-month transition period ended December 31, 2023. The target incentive award opportunities were reduced by one-half to reflect the six-month transition period.

C. Hunter Westbrook
Targeted Incentive Award Opportunity (as a % of Base Salary):		25%
Targeted Incentive Award Opportunity (as a $ Amount):		$150,000
Performance Goals		Weighting
Pre-Tax, Pre-Provision Income		75%
Efficiency Ratio		25%

Tony J. VunCannon
Targeted Incentive Award Opportunity (as a % of Base Salary):		15%
Targeted Incentive Award Opportunity (as a $ Amount):		$48,000
Performance Goals		Weighting
Pre-Tax, Pre-Provision Income		75%
Efficiency Ratio		25%

Kristin Y. Powell
Targeted Incentive Award Opportunity (as a % of Base Salary):		20%
Targeted Incentive Award Opportunity (as a $ Amount):		$59,280
Performance Goals		Weighting
Pre-Tax, Pre-Provision Income		50%
Efficiency Ratio		25%
Division Profitability vs. Plan		25%

John F. Sprink, II
Targeted Incentive Award Opportunity (as a % of Base Salary):		20%
Targeted Incentive Award Opportunity (as a $ Amount):		$59,280
Performance Goals		Weighting
Pre-Tax, Pre-Provision Income		50%
Efficiency Ratio		25%
Division Profitability vs. Plan		25%

Megan Pelletier
Targeted Incentive Award Opportunity (as a % of Base Salary):		15%
Targeted Incentive Award Opportunity (as a $ Amount):		$43,950
Performance Goals		Weighting
Pre-Tax, Pre-Provision Income		75%
Efficiency Ratio		25%

The following table outlines the Senior Leadership Incentive Plan performance goals for pre-tax, pre-provision income and the efficiency ratio (the “corporate performance goals”), and actual results for the six-month transition period ended December 31, 2023, as well as the payout achievement of the corporate performance goals for that period (dollars in millions):

Corporate Performance Goal

Threshold

Target

Maximum

Actual
Results

Payout Achievement

As Calculated

Pre-Tax, Pre-Provision Income

33.0

38.8

44.6

39.2

103.8

Efficiency Ratio

65.71

60.93

56.41

59.81

112.4

The Senior Leadership Incentive Plan permitted the Compensation Committee to modify payout amounts at the committee’s discretion based on changes in key asset quality indicators and/or performance in comparison to an index of over 80 publicly traded banks similar to the Company in size and geographic focus. The Compensation Committee increased the payout amounts for the six-month transition period ended December 31, 2023 by 10% due to the Company’s upper quartile financial performance compared to this index during the period.

SEC Form DEF 14A filed by HomeTrust Bancshares Inc.