Lisa Harris
About Lisa Harris
Lisa A. Harris is Executive Vice President and Chief Operating Officer at Central Plains Bancshares, Inc. (Home Federal Savings), serving as COO since 2001 after joining the bank in 1980; she also serves as Corporate Secretary. She is 63 years old and is a long-tenured operations executive within the organization . CPBI’s incentive design emphasizes a minimum ROA hurdle with discretionary allocations above the threshold rather than explicit revenue/EBITDA/TSR targets, and equity awards under the 2024/2025 plans are primarily time-based vesting with double-trigger change-in-control protections -.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Central Plains Bancshares / Home Federal Savings | Executive Vice President & Chief Operating Officer | 2001–present | COO since 2001; long-tenured operations leadership |
| Home Federal Savings and Loan Association of Grand Island | Various roles prior to COO | 1980–2001 | Joined the bank in 1980; progressed to COO |
External Roles
- Not disclosed in CPBI proxy filings - -.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $146,141 | $153,157 |
| Cash Bonus ($) | $2,630 | $3,796 |
| Non-Equity Incentive Plan Compensation ($) | $77,439 | $74,702 |
| All Other Compensation ($) | $5,400 (ESOP) | $11,182 (ESOP) |
| Total Compensation ($) | $231,610 | $675,475 |
Retirement and benefits:
- Supplemental Retirement Income Plan annual benefit: $14,700, payable over 120 months upon retirement at/after 65; reduced early-retirement benefit and beneficiary provisions apply .
- Defined benefit pension plan participation (legacy plan; no new entrants since 2016); plan formulas and expenses disclosed at company level -.
Perquisites:
- ESOP allocations included in “All Other Compensation”; no automobile allowance for Harris disclosed in 2024–2025 tables .
Performance Compensation
Equity awards and vesting:
| Incentive Type | Grant date | Quantity | Fair value ($) | Vesting | Key terms |
|---|---|---|---|---|---|
| Restricted Stock (time-based) | FY 2025 | 17,500 shares | $258,825 | 20% per year over 5 years | Dividends withheld until vest; voting rights prior to vest |
| Stock Options | 1/10/2025 | 30,000 unexercisable | $174,113 (grant-date accounting value) | 20% per year over 5 years | Strike $14.79; expires 1/10/2035 |
Cash incentive structure:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Return on Assets (ROA) above minimum (bonus pool) | Discretionary allocation by Board | Minimum ROA required; pool = 35% of amount above min, split 65% senior managers / 35% managers | Not disclosed | FY 2024: $77,439; FY 2025: $74,702 | Cash; immediate |
Plan governance and clawbacks:
- 2024/2025 Equity Incentive Plan best practices include: minimum 1-year vesting for 95%+ of awards; no repricing or cash buyouts of underwater options; double-trigger vesting on change in control; awards subject to company clawback policies (including Dodd-Frank 954) and trading/hedging/pledging policy restrictions -.
Equity Ownership & Alignment
| Ownership detail (as of record date) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 28,529 - | Includes a mix of direct, plan, and unvested RS holdings |
| Ownership as % of shares outstanding | ~0.68% (28,529 / 4,222,978) - | Less than 1% noted in filing |
| Breakdown | 8,500 (401(k)); 250 (custodian); 1,277 (ESOP); 17,500 unvested restricted stock | Voting rights on unvested restricted per plan terms; dividends withheld until vest |
| Options outstanding | 30,000 unexercisable; strike $14.79; exp. 1/10/2035 | Time-based vesting 20% annually |
| Shares pledged as collateral | None disclosed | Awards subject to hedging/pledging policy restrictions per plan |
| Section 16 filings compliance | No delinquent Section 16(a) filings for FY 2025 and FY 2024 |
Vesting-related supply overhang:
- Options and RS vest 20% per year; with 17,500 RS and 30,000 options outstanding, annual vesting suggests potential periodic supply from ~3,500 RS shares/year and ~6,000 options/year, subject to exercise and trading windows .
Ownership change vs prior year:
- FY 2024 beneficial ownership was 11,029 shares (401(k) 8,500; ESOP 529; custodian 250), rising to 28,529 as of July 11, 2025 due to equity grants and allocations - -.
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-control agreement (Harris) | Initial term three years with annual reviews; upon involuntary termination or resignation for “good reason” within 24 months post-CIC, lump-sum severance of 3× (base salary in effect at termination or pre-CIC, higher of the two) + highest annual cash bonus (year of CIC or any of prior 3 years); COBRA premium reimbursement up to 18 months - |
| Trigger mechanics | Double-trigger required for vesting acceleration under equity plan; time-based awards accelerate upon CIC + involuntary termination/good reason, or if acquirer fails to assume/replace awards; performance awards vest at target or actual, whichever greater, per plan - |
| Non-compete / non-solicit | Not disclosed for Harris (these restrictions explicitly apply to CEO employment agreement; equity plan permits including such restrictions in award agreements) - |
| Clawbacks | Awards subject to company clawback policies and Dodd-Frank 954 |
| Bonus policy | Informal ROA hurdle; discretionary pools and allocations annually |
Compensation Committee Analysis
- Composition (FY 2025): Directors Naranjo, Oltean, Rerucha (Chair), Schneider; no member is a current/former officer/employee .
- Use of external consultant: Newcleus Compensation Advisors engaged in FY 2025 to evaluate executive packages and peer comparisons; not used in FY 2024 .
- Meetings: Three in FY 2025; one in FY 2024 .
- Design philosophy: Pay-for-performance via ROA-based cash bonus pool and equity alignment through post-conversion equity plan; discretion retained by Board/Committee -.
Investment Implications
- Alignment: 2025 compensation shifted heavily toward equity (RS and options with 5-year, 20% p.a. vesting), improving long-term alignment but relying on time-based vesting rather than explicit performance metrics; cash incentives are tied to ROA with Board discretion, which can reduce transparency of pay-for-performance linkages - -.
- Retention and selling pressure: Large unvested RS (17.5k) and options (30k) create multi-year vesting cadence that supports retention but may lead to periodic supply as tranches vest and options reach exercisability; option expiry in 2035 limits near-term forced exercises .
- Change-in-control economics: Double-trigger vesting plus 3× cash severance (base + highest bonus) is shareholder-standard but sizable; monitor potential CIC scenarios for payout magnitude and accelerated vesting - -.
- Governance and risk: Clawback and anti-repricing provisions are positive; no Section 16 filing delinquencies; no pledging disclosed. Lack of granular disclosed performance targets/weights limits evaluation of payout rigor -.
Note: CPBI’s incentive framework emphasizes ROA thresholds and time-based equity vesting; detailed TSR/revenue/EBITDA targets or outcomes by executive are not disclosed in proxy materials -.