Bonnie V. Hancock

About Bonnie V. Hancock

Bonnie V. Hancock (63) is an independent director of HomeTrust Bancshares, Inc. (HTB), appointed to the Board effective May 20, 2024. She is a Professor of Practice at NC State University’s Poole College of Management, teaching graduate financial management and planning; previously she held senior leadership roles at Progress Energy including Senior Vice President of Finance & IT and President of Progress Fuels, and led NC State’s Enterprise Risk Management Initiative from 2006–2021 . She is currently a member of HTB’s Asset/Liability Committee and Audit Committee . The Board has determined Ms. Hancock is an “independent director” under NYSE standards .

Past Roles

External Roles

Board Governance

• Independence: HTB’s Board determined 10 of 11 directors are independent, including Hancock; following Craig Koontz’s retirement at the 2025 meeting, the Board will reduce to 10 directors .
• Structure: Roles of Chairman and CEO are separated to enhance oversight; the Board may revisit structure as needed .
• Attendance: In FY2024, HTB’s Company and Bank Boards each held eight meetings; no incumbent director attended fewer than 75% of aggregate Board and committee meetings, and directors are expected to attend annual stockholder meetings (all did at the last meeting) .
• Committee assignments (FY2024):
  • Asset/Liability Committee: Member (Hancock); Chair Switzer; met 4 times .
  • Audit Committee: Member (Hancock); Chair Kendall; met 13 times; all members independent; Kendall and Switzer designated “audit committee financial experts” .
  • Compensation & Human Capital, Executive & Risk, Governance & Nominating, M&A: Hancock not listed as a member .
• Risk oversight alignment: Enterprise risk overseen by Executive & Risk; financial risk by Audit; liquidity/interest rate risk by Asset/Liability—consistent with Hancock’s risk/finance background .

Fixed Compensation

Director compensation structure (policy):

• Annual cash retainer: $34,000 (FY2024); meeting fees: $750 per committee meeting ≥1 hour; additional retainers for certain chairs (Audit: $10,000; Compensation: $7,500; Governance: $5,000; Chair/Lead Director: $15,000) .
• Changes approved March 23, 2025: increase annual restricted stock target to $40,000 (effective June 1, 2025); adjust meeting fee threshold to ≥30 minutes (effective Jan 1, 2025); increase Chair retainer to $40,000 (effective Jan 1, 2025); raise chair retainers (Audit $12,000; Compensation $9,000; Governance $6,000), add Asset/Liability Chair retainer $3,000; increase M&A Chair per-meeting fee to $1,500 .
• Directors who are employees receive no Board fees .
• Hancock does not participate in the Director Emeritus Plan .

Performance Compensation

• Annual director restricted stock awards are granted under the 2022 Omnibus Incentive Plan; directors’ awards are time-based (not performance-conditioned) .
• Targeted annual director restricted stock award value increased to $40,000 effective June 1, 2025, signaling an incremental shift in equity mix for directors .
• Stock ownership guidelines require non-employee directors to hold HTB common stock equal to 5× annual Board retainer; compliance assessed annually, with retention requirements if below guideline; as of Dec 31, 2024, all directors were either compliant or progressing toward compliance .

Other Directorships & Interlocks

No related-party transactions involving Hancock are disclosed in the proxy; HTB maintains a Code of Ethics and an insider trading policy filed with its FY2024 10-K, and prohibits hedging and pledging by directors .

Expertise & Qualifications

• Deep finance, risk management, and strategic planning experience (Progress Energy SVP Finance & IT; President Progress Fuels; ERM Initiative leadership) .
• Audit and asset/liability oversight experience aligns with committee assignments at HTB .
• Public company board experience (Powell Industries) and regulated financial co-op governance (AgCarolina) .
• Academic credentials in practice teaching graduate-level finance (Professor of Practice, NCSU) .

Equity Ownership

Governance Assessment

• Independence and fit: Hancock is independent and placed on Audit and Asset/Liability—committees that benefit from her finance and risk background; Board maintains majority independence and separates Chair/CEO roles, strengthening oversight .
• Engagement: No director fell below 75% attendance in FY2024; Board and committee cadence (8 Board meetings; Audit 13; A/L 4) indicates robust governance activity .
• Director pay alignment: Mix of cash retainer and annual restricted stock fosters ownership; targeted equity grant value increased in 2025, enhancing alignment; she does not participate in legacy Director Emeritus Plan .
• Ownership alignment: Beneficial ownership disclosed; formal stock ownership guidelines at 5× retainer with annual compliance checks; anti-hedging/pledging policy reduces misalignment risk .
• Compensation governance: Compensation Committee comprised of independent directors; retains independent consultant Pearl Meyer; no repricing of underwater options, and clawbacks in place for incentive/equity awards; say-on-pay received ~97% approval (May 2024), signaling investor support for pay practices .

Red Flags:

• None disclosed specific to Hancock: no related-party transactions, pledging, or hedging; attendance threshold met; no Director Emeritus Plan participation .

Signals for investors:

• Placement on risk- and finance-focused committees suggests Board leveraging her expertise appropriately; rising director equity grant targets and stringent ownership/anti-hedging policies support long-term alignment .