John A. Hendry
Director at HBCP
Board
About John A. Hendry
Independent director since 2000; age 74 in the 2024 proxy; pediatric dentist by profession; Chairman of the Compensation Committee and member of the Audit and Corporate Governance & Nominating Committees. Determined independent under Nasdaq standards; beneficial ownership 168,239 shares (2.1% of common) as of the March 24, 2025 record date, including 26,524 shares held by spouse and 25,000 shares held jointly with spouse. The company states non‑employee directors currently satisfy stock ownership guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Academy of Pediatric Dentistry | Fellow; diplomate; National Spokesperson | Not disclosed | National spokesperson recognition; professional leadership |
| Louisiana Academy of Pediatric Dentistry | President | Not disclosed | Professional leadership |
| LSU School of Dentistry | Distinguished Alumni | 2015 | Alumni honor |
| Spring Hill College | Board of Directors | Not disclosed | Governance role (non‑profit/academic) |
| 232‑HELP; The Family Tree; American Lung Association; Lafayette Community Health Care Clinic | Board member (various) | Not disclosed | Community service and non‑profit governance |
External Roles
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | Proxy biography does not list any other public company directorships |
| Non‑profit/academic boards | Spring Hill College; 232‑HELP; The Family Tree; American Lung Association; Lafayette Community Health Care Clinic | Director/Board member | See Past Roles above |
Board Governance
- Committee assignments (2025 proxy): Compensation Committee Chair; Audit Committee member; Corporate Governance & Nominating Committee member. All three committees comprised entirely of independent directors per Nasdaq standards.
- Committee activity levels (2024): Audit Committee met 16 times; Compensation Committee met 1 time; charters available on the investor relations site.
- Board meetings and attendance (2024): Board met 7 times; no director attended fewer than 75% of aggregate board and committee meetings served.
- Independence: Board determined Hendry is independent.
- Audit Committee report: Confirmed financial reporting oversight and auditor independence; recommended inclusion of audited financials in 2024 Form 10‑K.
- Compensation Committee report: Recommended inclusion of CD&A in proxy.
| Committee | Hendry Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Yes | Yes | 1 |
| Audit | Yes | No | 16 |
| Corporate Governance & Nominating | Yes | No | Not disclosed |
Fixed Compensation
- Structure (current): Annual retainer $22,000; $800 per board meeting; $550 per committee meeting; +$100 per meeting for Chairman or Committee Chairs; Christmas gift $400 (2024).
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual retainer (policy) | $20,000 | $22,000 | $22,000 |
| Fees Earned or Paid in Cash (Hendry) | $39,400 | $39,150 | $40,500 |
| Stock Awards (grant date fair value) (Hendry) | $20,916 | $18,030 | $22,494 |
| Option Awards (Hendry) | — | — | — |
| All Other Compensation (Christmas gift) (Hendry) | $441 | $442 | $400 |
| Total (Hendry) | $60,757 | $57,622 | $63,394 |
Performance Compensation
- Director equity grants are RSUs/time‑based stock awards (no options disclosed for Hendry); no director‑specific performance metrics disclosed.
- Company’s executive incentive design references performance metrics: TSR (absolute and peer TSR), net income, EPS (selected measure), ROA (selected measure), and efficiency ratio (selected measure).
| Metric | Description |
|---|---|
| TSR and peer TSR | Total shareholder return measures used in pay programs |
| Net income | Profitability measure |
| EPS (selected measure) | Earnings per share target metric |
| ROA (selected measure) | Return on assets target metric |
| Efficiency ratio (selected measure) | Operating efficiency target metric |
Other Directorships & Interlocks
- Compensation Committee interlocks and insider participation (2024): No current or former Home Bancorp/Home Bank officers on the committee; no transactions requiring disclosure; no interlocks in 2024.
| Year | Interlocks | Notes |
|---|---|---|
| 2024 | None | All committee members independent; no related‑party transactions requiring disclosure |
Expertise & Qualifications
- Profession: Pediatric dentist; recognized as Fellow and diplomate; national spokesperson for American Academy of Pediatric Dentistry; prior president of Louisiana Academy of Pediatric Dentistry; extensive community and non‑profit board experience.
- Board skills: Long‑tenured director (since 2000); chairs Compensation Committee; serves on Audit and Nominating committees.
Equity Ownership
- Beneficial ownership (as of March 24, 2025 record date): 168,239 shares; 2.1% of common stock. Includes 26,524 shares held by spouse and 25,000 shares held jointly with spouse.
- Derivatives/options: None disclosed for Hendry.
- RSUs outstanding (as of fiscal year‑end): 1,625 (2022); 1,710 (2023); 1,760 (2024).
- RSUs vesting within 60 days of record date (for beneficial ownership calculation): 470.
- Ownership guidelines: Non‑employee directors expected to own at least $150,000 of stock (or 6,000 shares if price ≤ $25); company states current non‑employee directors meet guidelines.
- Section 16(a) compliance: Company reports directors complied with reporting requirements for FY 2024.
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (shares) | 168,239 |
| Beneficial ownership (%) | 2.1% |
| Spouse‑held shares | 26,524 |
| Jointly held with spouse | 25,000 |
| Options (exercisable within 60 days) | — |
| RSUs vesting within 60 days (record date 3/24/2025) | 470 |
| RSUs outstanding at 12/31/2022 | 1,625 |
| RSUs outstanding at 12/31/2023 | 1,710 |
| RSUs outstanding at 12/31/2024 | 1,760 |
| Ownership guideline status | Directors currently satisfy guidelines |
Say‑on‑Pay & Shareholder Feedback
| Proposal (2023 Annual Meeting) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 5,408,434 | 263,541 | 17,953 | 1,393,144 |
| Auditor ratification (Wipfli LLP) | 6,951,218 | 125,750 | 6,104 | — |
| Director elections (selected) | See director counts in 8‑K | See director counts | — | 1,393,144 |
Governance Assessment
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Strengths
- Independence and tenure: Independent director with 25 years of service; brings continuity and institutional knowledge.
- Committee leadership: Chairs the Compensation Committee; active on Audit and Nominating committees; Audit met 16x in 2024, indicating strong oversight cadence.
- Ownership alignment: 2.1% beneficial ownership and compliance with director ownership guidelines support alignment with shareholders.
- Compliance and controls: Audit Committee report affirms auditor independence and financial reporting oversight; directors complied with Section 16 reporting.
-
Potential risk indicators and watch‑items
- Compensation Committee workload: Only 1 meeting in 2024; monitor adequacy of meeting frequency versus evolving incentive structures and regulatory requirements.
- Trustee voting discretion: Directors (including Hendry) serve as trustees of the 2009 Recognition and Retention Plan Trust and vote those shares at their discretion; investors may consider potential perceptions around concentrated voting influence.
- Annual meeting attendance: Company notes only three directors attended the May 2024 annual meeting (no director‑specific attribution); monitor director engagement at shareholder meetings.
- Hedging policy: Directors may not enter hedging transactions unless pre‑cleared by the Board; confirm ongoing adherence and any exceptions granted.
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Related‑party and interlocks
- No compensation committee interlocks in 2024; no transactions requiring disclosure by committee members.