Mark M. Harrison
About Mark M. Harrison
Independent director of Home Federal Bancorp, Inc. of Louisiana (HFBL); age 66; serves on the board since 2007. Owner of House of Carpets and Lighting, a floor coverings and lighting fixtures business in Shreveport, Louisiana, since September 2007; described as bringing substantial business and entrepreneurial experience and community ties (including service as a director of the Home Builders Association of Northwest Louisiana) . The Board has determined Mr. Harrison is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| House of Carpets and Lighting (Shreveport, LA) | Owner | Since Sep 2007 | Local business leadership; community ties cited in board biography |
| HFBL Board of Directors | Director | Since 2007 | Provides entrepreneurial perspective; long-tenured board member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Builders Association of Northwest Louisiana | Director | Not disclosed | Local industry association; enhances community/market insight |
Board Governance
- Independence: The Board determined Messrs. Harrison, Lawrence, Wilhite and Dr. Trawick are independent; Mr. Barlow (CEO/Chair) is not independent .
- Board leadership: CEO James R. Barlow also serves as Chairman, with the Board citing unity of vision and regulated operations as mitigants to potential conflicts .
- Meetings: Board met 10 times in FY ended June 30, 2025; except for Dr. Trawick (73.0%), all directors attended ≥75% of board and committee meetings during their service period .
- Annual meeting attendance: All directors attended the November 20, 2024 annual meeting (in person or by telephone) .
| Committee | Membership | Chair | FY2025 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee | Mark M. Harrison; Timothy W. Wilhite; Scott D. Lawrence | Scott D. Lawrence | 6 | Board determined no SEC-defined “financial expert” on Audit Committee; members meet Nasdaq financial background standards |
| Compensation Committee | Mark M. Harrison; Thomas S. Trawick, Jr.; Timothy W. Wilhite | Mark M. Harrison | 6 | Sets CEO/CFO and senior management compensation; administers stock/incentive plans |
| Nominating & Corporate Governance | Scott D. Lawrence; Thomas S. Trawick, Jr.; Timothy W. Wilhite | Timothy W. Wilhite | 1 | Reviews qualifications and recommends director nominees |
Fixed Compensation
| Component | FY2025 Amount/Terms | Source |
|---|---|---|
| Fees earned or paid in cash | $26,100 (Harrison) | |
| Meeting fees – Board | $2,400 per regular meeting; increased to $2,900 per meeting starting July 2025 | |
| Committee meeting fees | $150 per meeting (Audit, Compensation, ALCO, Executive) | |
| Special meeting fees | Not paid |
Performance Compensation
| Component | FY2025 Amount/Status | Vesting/Terms | Source |
|---|---|---|---|
| Option awards (grant-date value) | $16,250 (Harrison) | Plan-based; options outstanding detailed below | |
| Stock awards (grant-date value) | $0 (Harrison) | Stock awards outstanding detailed below | |
| Outstanding stock awards | 800 shares (Harrison) | Unvested awards under legacy plans; all unvested plan share awards vest on Nov 11, 2025 | |
| Outstanding option awards | 32,000 options (Harrison, total outstanding) | Options under 2014/2019 plans; 28,000 exercisable within 60 days of record date |
Performance metrics linkage:
- HFBL’s 2025 Stock Incentive Plan permits performance share awards for employees and directors, with potential goals including net income/EPS, ROA/ROE/TSR, net interest metrics, expense/efficiency ratio, loans/deposits growth, market share, asset quality, share price, regulatory capital, and other financial objectives; awards can be set in absolute or relative terms versus peers/indices .
- Proxy discloses no performance-conditioned equity awards granted/used for FY2025 director compensation; legacy stock and option awards vest at no faster than 20% per year, with acceleration upon death, disability, or change-in-control .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|---|
| Home Builders Association of Northwest Louisiana | No | Director | Not disclosed | Trade association role; no interlocks with HFBL competitors/suppliers disclosed |
Expertise & Qualifications
- Substantial business/entrepreneurial experience as owner of a local carpet and lighting business; community involvement via the Home Builders Association .
- Independent director, Compensation Committee chair, Audit Committee member; brings oversight over executive pay and financial reporting .
- Board notes local market knowledge and business management skills as core credentials in director bios .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Breakdown/Notes |
|---|---|---|---|
| Mark M. Harrison | 76,060 | 2.5% | Includes 1,822 shares held by spouse and 5,466 shares in IRA |
| Stock awards (vesting within 60 days of record date) | 800 | — | Included in beneficial ownership per footnote methodology |
| Stock options (exercisable within 60 days) | 28,000 | — | Exercisable options counted in beneficial ownership percentage |
| Stock options (total outstanding) | 32,000 | — | 4,000 not yet exercisable within 60 days |
| Shares pledged as collateral | None disclosed for Harrison | — | No pledge noted in Harrison’s footnote; pledge noted only for Mr. Barlow |
Insider Trades and Section 16 Compliance
| Item | Detail | Source |
|---|---|---|
| Late Section 16 filing | Mr. Harrison was late filing one Form 4 for one transaction in FY ended June 30, 2024 |
Governance Assessment
- Committee leadership and engagement: Harrison chairs the Compensation Committee (6 meetings in FY2025) and serves on Audit (6 meetings), indicating meaningful involvement in pay oversight and financial reporting .
- Independence and attendance: Board classifies Harrison as independent; except for one director at 73.0%, all directors met ≥75% attendance thresholds; annual meeting attendance was universal in 2024 .
- Ownership alignment: Harrison beneficially owns 76,060 shares (2.5% of outstanding), plus 28,000 options currently exercisable; no pledged shares disclosed for him, supporting alignment without leverage risk .
- Director pay structure: Cash fees ($26,100) and option awards ($16,250) for FY2025; board raised per-meeting fees from $2,400 to $2,900 starting July 2025; committee fees remain modest at $150 per meeting .
- RED FLAGS:
- CEO also serves as Chairman, elevating potential conflicts; Board cites unity of vision as rationale, but investors often prefer a separate or lead independent role .
- Audit Committee lacks an SEC-defined “financial expert,” although members meet Nasdaq financial/accounting background standards .
- One late Form 4 for Mr. Harrison indicates a minor compliance lapse, though isolated .
- Legacy director equity awards vest on time-based schedules with change-in-control acceleration; limited explicit performance linkage in FY2025 director awards (plan permits performance units but none disclosed for directors) .
Notes on Related-Party Exposure and Policies
- HFBL extends credit to directors, officers, employees, and immediate family members in the ordinary course on market-comparable terms; Audit Committee reviews and approves related party transactions under its charter; no unfavorable features reported .
- Insider Trading Policy restricts trading around earnings blackouts and requires pre-clearance; hedging transactions by directors are prohibited unless pre-cleared by the Board upon written request .
Compensation Structure Context (Plans/Acceleration)
- Stock incentive plans (2014, 2019): vest no faster than 20% per year; accelerated vesting upon death, disability, or change-in-control; outstanding non-employee director awards summarized above .
- New 2025 Stock Incentive Plan: authorizes 125,000 shares (max 25% as share awards) and up to 15,000 shares per individual; includes performance share awards with defined financial/operational metrics; acceleration provisions on change-in-control .