James R. Barlow
About James R. Barlow
James R. Barlow is Chairman of the Board, President, and Chief Executive Officer of Home Federal Bancorp, Inc. of Louisiana and Home Federal Bank. He has served as a director since 2009, became Chairman in January 2020, has served as President of Home Federal Bancorp since January 2016, and President and CEO of Home Federal Bank since 2013. Age 57 as of September 26, 2025 . Pay-versus-performance disclosures show Compensation Actually Paid to the PEO rising from $551,145 (2023) to $589,725 (2024) and $692,212 (2025), while TSR value of a $100 investment improved to $123.50 in 2025 and net income was $3.9 million in 2025 (vs. $3.6 million in 2024 and $5.7 million in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Home Federal Bancorp, Inc. of Louisiana | Chairman; President; previously President & COO; EVP & COO | Chairman since Jan 2020; President since Jan 2016; President & COO Nov 2009–Dec 2012 | Leadership continuity through holding company structure, oversight of strategy and capital allocation . |
| Home Federal Bank | President & CEO; previously President & COO | CEO since 2013; President & COO Feb 2009–Dec 2012 | Guided lending strategy and local market expansion; operational leadership . |
| Regions Bank (AR-LA-TX) | EVP & Area Manager, Commercial Real Estate; City President; Commercial Loan Manager; various roles | 1997–2009; roles spanning 2003–2009 | Significant local commercial real estate and regional banking expertise; lends underwriting and risk insights . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Louisiana Banker’s Association | Board of Directors member | 2015–2018 | Industry advocacy and policy insight beneficial to regulatory navigation . |
| Committee of 100 (Shreveport-Bossier) | Member | Ongoing | Economic development, community relations, and regional business engagement . |
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary | $312,469 | $324,732 | Base approved by Compensation Committee . |
| Director Fees (within “All Other”) | Included in “All Other” | $24,130 | Director fees paid to Mr. Barlow while serving as CEO . |
| All Other Compensation | $161,124 | $159,358 | Includes 401(k) match, ESOP allocations, life insurance, director fees (above), SERP accrual ($58,377), phone allowance, and auto benefit . |
Performance Compensation
- Structure overview: Annual cash bonus is discretionary; equity awards are time-based (no performance conditions). Company states “We have not made any equity incentive plan awards that are subject to performance conditions” .
- FY2025 bonus: $175,822 (approximately 54.1% of then-current base salary), awarded in January 2025 based on results through Q2 FY2025 (period ended Dec 31, 2024) .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (FY2025) | Discretionary, based on results through 12/31/2024 | N/A | N/A | $175,822 (54.1% of salary) | Immediate (cash) . |
| RSU (2019 Plan grant on 11/11/2020) | Time-based only | N/A | N/A | 6,000 unvested units at 6/30/2025; market value $81,600 at $13.60 | 20% per year from 11/11/2021; fully vests 11/11/2025 . |
| Stock Options (2015 grant) | Time-based only | N/A | Exercise $11.50 | 20,000 exercisable; expire 10/26/2025 | Vested; expiry 10/26/2025 . |
| Stock Options (2019 Plan grant on 11/11/2020) | Time-based only | N/A | Exercise $11.86 | 16,000 exercisable; 4,000 unexercisable at 6/30/2025 | 20%/yr; last tranche vests 11/11/2025; expire 11/11/2030 . |
Key signals on vesting/selling pressure:
- Oct 26, 2025: 20,000 options at $11.50 expire (exercise decision likely) .
- Nov 11, 2025: Final 20% tranche vests for 2019 Plan RSUs (6,000 total) and remaining 4,000 options become exercisable; potential incremental liquidity/transactions .
Multi-Year Pay and Performance (Disclosure View)
| Year | Summary Compensation Table Total (PEO) | Compensation Actually Paid (PEO) | TSR – $100 Investment Value | Net Income ($000) |
|---|---|---|---|---|
| 2023 | $584,445 | $551,145 | 73.27 | $5,704 |
| 2024 | $639,265 | $589,725 | 84.88 | $3,593 |
| 2025 | $659,912 | $692,212 | 123.50 | $3,888 |
Equity Ownership & Alignment
- Shares outstanding: 3,066,369 as of record date September 26, 2025 .
- Beneficial ownership: 241,636 shares (7.8% of outstanding) .
- Inside the ownership, footnote highlights pledged shares (RED FLAG): 88,483 jointly held shares are pledged as collateral .
- Options exercisable within 60 days of record date: 40,000; RSUs vesting within 60 days: 6,000 .
| Category (as of 9/26/2025) | Shares/Units | Notes |
|---|---|---|
| Direct/Indirect Common Stock | 241,636 (7.8%) | Includes joint, IRA, ESOP, and 401(k) holdings; see below. |
| Jointly held with spouse | Included; 88,483 pledged | Pledging is a governance/overhang risk . |
| IRA | 28,590 | Long-term alignment vehicle . |
| 401(k) Plan | 48,689.3894 | Retirement-aligned ownership . |
| ESOP allocated | 28,323.3315 | Retirement-aligned ownership . |
| RSUs vesting within 60 days | 6,000 | 11/11/2025 vest . |
| Options exercisable within 60 days | 40,000 | Part 2015/2020 grants; $11.50/$11.86 strikes . |
| Hedging/Pledging policy | Hedging requires pre-clearance; pledging not prohibited in policy; pledge exists | Policy restricts hedging absent Board approval; footnotes disclose pledge . |
Note: Proxy does not disclose executive stock ownership guideline requirements; no compliance status disclosed in the 2025 proxy.
Employment Terms
| Term | Key Provision | Economics / Triggers |
|---|---|---|
| Employment agreements | Amended and restated 1/1/2013 (Bank); parallel holding company agreement 1/1/2013 (Bancorp) | Evergreen 3-year term auto-extends one year each Jan 1 unless notice given . |
| Severance (Bank agreement) | If terminated without cause or resigns for “good reason,” before or after a change in control | Cash severance equal to 3x average annual compensation plus continued benefits up to 36 months . |
| Section 280G (Bank) | “Cut-back” to avoid non-deductible parachute payments | Reduce to avoid 280G non-deductibility . |
| Section 280G / Excise Tax (Bancorp) | “Make-whole” above 105% threshold | Bancorp pays the amount reduced at Bank level and reimburses exec for any excise taxes plus gross-up for taxes on the reimbursement (shareholder-unfriendly) . |
| Change-in-control equity | Single-trigger acceleration | All options and share awards vest/exercisable upon CIC (plans) . |
| SERP | $120,000/year for 10 years starting after 12/31/2033; vests 6.25%/yr from 2018–2033 | CIC termination credits +5 years of service; death benefits; lump sum if separation w/o cause before 12/31/2033 . |
| Clawback | Adopted 2023 to comply with SEC/Nasdaq | Applies to performance-based equity and cash incentive compensation . |
Board Governance
- Role and independence: Barlow serves as Chairman and CEO; all other directors are independent (Harrison, Lawrence, Trawick, Wilhite) .
- Board leadership structure: Board justifies combined CEO/Chairman to promote unity of vision; acknowledges potential conflicts mitigated by regulatory environment; no Lead Independent Director disclosed .
- Committees (independent-only): Audit (Chair: Scott D. Lawrence); Compensation (Chair: Mark M. Harrison; members: T.S. Trawick, T.W. Wilhite); Nominating & Corporate Governance (Chair: T.W. Wilhite; members: S.D. Lawrence, T.S. Trawick). No Audit Committee financial expert identified .
- Attendance: Board met 10 times in FY2025; all directors met 75%+ attendance except Dr. Trawick (73%) .
Director Compensation (Context)
Non-employee directors receive meeting fees and equity; Barlow’s compensation is in the executive Summary Compensation Table, but he also received $24,130 in director fees in FY2025 as part of “All Other Compensation” . Non-employee director fees increased from $2,400 to $2,900 per regular meeting effective July 2025; committee fees $150 per meeting .
Related Party and Policies
- Related-party transactions: Standard loans to insiders at market terms; Audit Committee reviews and approves per charter .
- Insider trading policy: Requires pre-clearance of trades; blackout periods around earnings; hedging requires Board pre-approval .
Risk Indicators & Red Flags
- Shares pledged as collateral: 88,483 joint shares pledged (alignment/overhang risk) .
- Excise tax gross-up: Bancorp agreement reimburses 280G excise taxes and gross-up on taxes for such reimbursement (shareholder-unfriendly) .
- Single-trigger equity acceleration upon CIC: Options and RSUs vest on change in control (may misalign retention incentives) .
- Discretionary bonus and time-based equity: Limited explicit performance metric linkage in 2025 (weak pay-for-performance construct) .
- Concentrated insider ownership: 7.8% beneficial ownership by CEO; insiders/group hold 19.4% (control considerations) .
Equity Event Timeline (Potential Trading/Overhang Signals)
| Date | Event | Amount/Terms |
|---|---|---|
| Oct 26, 2025 | Option expiry | 20,000 options at $11.50 expire (2015 grant) . |
| Nov 11, 2025 | Final vesting tranche | RSUs granted 11/11/2020 fully vest (time-based, 6,000 total for CEO); last 4,000 options become exercisable; options expire 11/11/2030 . |
Investment Implications
- Alignment: High insider ownership (7.8%) is positive for alignment, but pledged shares and cash gross-up under 280G diminish investor-friendliness and pose risk if collateral calls occur .
- Incentives: Current incentive design is largely discretionary cash plus time-based equity with single-trigger CIC acceleration; lack of disclosed performance metrics (until potential future use under the 2025 Plan) weakens pay-for-performance signaling .
- Retention/Severance: Strong severance protections (3x compensation, 36 months benefits) and SERP provide retention but create potential overhang in a sale; CIC treatments favor the executive (particularly with gross-up) .
- Trading flows: Near-term 2025 option expiry and November vestings could influence exercise/sale activity; monitor Form 4s around these dates for execution patterns .
- Performance context: PEO “compensation actually paid” increased in 2025 alongside improved TSR, while net income rebounded modestly vs. 2024 but remained below 2023; compensation structure relies little on explicit financial hurdles, warranting scrutiny of discretionary payouts vs. operating performance .
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