Scott D. Lawrence
About Scott D. Lawrence
Independent director of Home Federal Bancorp, Inc. of Louisiana (HFBL); age 79; has served on the Board since 1994. President and owner of Southwestern Wholesale Co., Inc. (dry goods wholesale supplier, Shreveport) since 1980, bringing business enterprise and managerial oversight skills to HFBL’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwestern Wholesale Co., Inc. | President and Owner | Since 1980 | Brings significant business enterprise and managerial oversight skills to the Board |
External Roles
No other public-company directorships or external board roles disclosed for Mr. Lawrence in HFBL’s proxy; skip if not disclosed .
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: The Board determined Mr. Lawrence is independent under Nasdaq rules .
- Board attendance: Board met 10 times in FY2025; all directors met ≥75% attendance threshold except Dr. Trawick (73.0%). Lawrence met ≥75% .
- Annual meeting attendance: All directors attended the November 20, 2024 annual meeting .
- Audit Committee financial expert: The Board determined no Audit Committee member meets SEC “financial expert” qualifications (a governance weakness for an Audit Chair) .
Committee Memberships
| Committee | Role |
|---|---|
| Audit | Chair |
| Nominating & Corporate Governance | Member |
Fixed Compensation
Per-Meeting and Committee Fees (FY2025)
| Fee Type | Amount ($) | Notes |
|---|---|---|
| Board meeting fee (through June 2025) | 2,400 | Increased to $2,900 per meeting in July 2025 |
| Board meeting fee (from July 2025) | 2,900 | Applies prospectively |
| Audit Committee meeting fee | 150 | Per meeting attended |
| Compensation Committee meeting fee | 150 | Per meeting attended |
| Bank ALCO/Executive Committee meeting fee | 150 | Per meeting attended |
FY2025 Director Compensation (Lawrence)
| Component | Amount ($) | Mix (%) |
|---|---|---|
| Fees Earned or Paid in Cash | 25,350 | 61% (derived from amounts) |
| Option Awards (grant-date fair value) | 16,250 | 39% (derived from amounts) |
| Stock Awards | — | — |
| Total | 41,600 | 100% |
Note: HFBL does not pay fees for special Board meetings or separate fees for Bancorp Board attendance; committee fees remained unchanged in FY2025 .
Performance Compensation
- Equity awards outstanding (as of June 30, 2025): 800 unvested stock awards and 15,800 outstanding options for Lawrence .
- Vesting schedule references: Unvested awards from the 2019 plan/Nov 11, 2020 grant vest 20% per year starting Nov 11, 2021 and fully vest Nov 11, 2025; accelerated vesting upon death, disability, or change-in-control .
- Change-in-control: 2025 Incentive Plan provides immediate vesting/exercisability of options and full earning of share awards upon a change in control, subject to plan terms .
2025 Stock Incentive Plan – Potential Performance Goals (Plan-level)
| Category | Examples (plan-defined) |
|---|---|
| Profitability | Net income; EPS; TSR; ROA/ROE; cash return on tangible equity |
| Revenue/Spread | Net interest income; net interest margin; interest sensitivity gap |
| Efficiency | Expense targets; efficiency ratio; non-interest expense metrics |
| Balance Sheet | Asset/loan levels; deposit levels; market share; securities |
| Asset Quality/Regulatory | Asset quality; regulatory compliance and capital levels; ratings |
| Strategy/Price | Strategic plan objectives; share price; financial/accounting objectives |
HFBL disclosed no performance-conditioned equity awards granted in recent years for named executive officers; director equity grants historically vest time-based at ≤20% per year, with acceleration as noted. No director-specific performance metrics were disclosed for Lawrence’s awards .
Other Directorships & Interlocks
No other public-company boards or potential interlocks disclosed for Lawrence; skip if not disclosed .
Expertise & Qualifications
- Long-tenured local business operator with managerial oversight experience; brings enterprise management perspective to HFBL .
- Not designated as an SEC “audit committee financial expert,” despite serving as Audit Chair (governance risk) .
Equity Ownership
Beneficial Ownership (Record Date: Sept 26, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Notes/Breakdown |
|---|---|---|---|
| Scott D. Lawrence | 91,202 | 3.0% | Includes 9,110 shares in IRA and 9,110 shares held jointly with spouse |
| Shares/awards vesting or exercisable ≤60 days | Stock Awards: 800; Stock Options: 11,800 | — | Options/awards counted as beneficial under SEC rules |
| Pledging/Hedging | None disclosed for Lawrence | — | Insider Trading Policy restricts hedging unless pre-cleared; directors must pre-notify trades |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; long service since 1994; met Board/committee attendance thresholds; attended annual meeting; material stock ownership (3.0%) fostering alignment .
- Concerns/RED FLAGS:
- Audit Committee lacks an SEC-defined financial expert while Lawrence chairs it—potential oversight capability gap .
- CEO also serves as Board Chair, which concentrates power; Board acknowledges potential conflicts but cites regulatory safeguards (common in bank holding companies) .
- Director equity awards appear predominantly time-based; no disclosed performance-conditioned director awards, reducing pay-for-performance linkage for directors .
- Compensation signals: Per-meeting Board fee increased to $2,900 beginning July 2025; Lawrence’s FY2025 mix was ~61% cash / 39% equity (options), with additional unvested stock awards scheduled to fully vest Nov 11, 2025 .
- Shareholder voting context: 2024 annual meeting re-elected two directors and ratified auditors; 2025 proxy includes proposals to adopt a new stock incentive plan, say-on-pay (triennial frequency recommended), and auditor ratification—results not yet disclosed for 2025 .
Related-Party & Conflicts
- Insider/related-party lending: HFBL offers loans to directors, officers, employees, and families in the ordinary course on market terms; Audit Committee reviews/approves related-party transactions. No unfavorable features or specific related-party exposures disclosed for Lawrence .
- Section 16 compliance: No delinquent reports noted for Lawrence (one late Form 4 for Harrison); no Form 4 transactions for Lawrence surfaced in document search .