C. Hunter Westbrook
About C. Hunter Westbrook
Vice Chairman, President and Chief Executive Officer of HomeTrust Bancshares, Inc. and HomeTrust Bank; joined the Board on September 1, 2021 and was appointed Vice Chairman on November 13, 2023 . Age 61 as of December 31, 2024 . Career spans senior operating and CEO roles at regional banks with a track record of revenue growth and product repositioning, including leading Second Federal S&L of Chicago to significant core revenue and deposit growth prior to joining HomeTrust in 2012 . Under current leadership, FY2024 business highlights included net income of $54.8M, diluted EPS of $3.20, ROA of 1.23%, ROE of 10.37%, and a 4.05% NIM; dividends totaled $0.45/share for the year . Pay-versus-performance disclosure shows HTB total stockholder return corresponding to year-end value of $210.50 on $100 invested from 6/30/20 in FY2024, alongside adjusted pre-tax, pre-provision (PTPP) income of $79.3M and net income of $54.8M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HomeTrust Bancshares/Bank | Vice Chairman; President & CEO (Company and Bank) | Vice Chair 11/13/2023–present; CEO 9/1/2022–present | Leads multi-state commercial banking strategy and execution . |
| HomeTrust Bancshares/Bank | President & COO (Company); President & CEO (Bank) | To 9/1/2022 | Drove operating performance and commercial expansion . |
| HomeTrust Bancshares/Bank | SEVP & COO (Company) | 10/2018–9/2021 | Enterprise operations leadership following prior CBO role . |
| HomeTrust Bank | President & COO | 10/2020–9/2021; COO 10/2018–9/2020 | Bank operating leadership during growth phase . |
| HomeTrust Bancshares/Bank | EVP (SVP prior to 12/22/2014), Chief Banking Officer | Since 6/2012 | Launched and scaled diverse commercial lines and products . |
| Second Federal S&L of Chicago | EVP & COO (2008–2010); President & CEO (2010–2012) | 2008–2012 | Grew core operating revenue, net checking balances, and fully repositioned product line . |
| First Community Bancshares (TX) | President & CEO | 2006–2008 | Repositioned retail operating model and product suite . |
| TCF Bank / TCF National Bank Illinois | SVP Finance; later EVP Retail Banking (IL/WI/IN) | Pre-2006 | Led 250 branches and $4B deposits across three states . |
External Roles
No additional public company directorships for Westbrook are disclosed; employee-directors receive no director retainers or fees .
Fixed Compensation
| Period | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| FY 2024 | 620,000 | — | 296,686 | — | 427,118 | 31,058 | 1,374,862 |
| Transition Period (6 months to 12/31/2023) | 286,538 | — | — | — | 174,802 | 17,385 | 478,725 |
| FY 2023 | 529,615 | — | 288,939 | — | 398,129 | 27,013 | 1,243,696 |
| FY 2022 | 440,385 | — | 112,265 | 86,770 | 210,965 | 26,671 | 877,056 |
- Merit increase effective 8/26/2024: base from $600,000 to $665,000 (+10.83%) .
- Employment agreement amended at CEO promotion to increase base salary to $550,000 effective 9/1/2022 .
Performance Compensation
Annual Incentive Plan (FY2024)
| Executive | Target Bonus (% of Salary) | Target $ | Metrics | Weights | Actual Results | Payout (% of Salary) | Actual Payout ($) |
|---|---|---|---|---|---|---|---|
| C. Hunter Westbrook | 50% | 332,500 | PTPP income; Efficiency ratio | 75%; 25% | PTPP: $79.3M vs $72.9M target; Efficiency: 60.12% vs 62.37% target | 64% | 427,118 |
Corporate goal performance details:
- PTPP income thresholds/target/max: $61.9M/$72.9M/$83.8M; actual $79.3M; calculated payout 129.4% .
- Efficiency ratio thresholds/target/max: 67.01%/62.37%/57.99%; actual 60.12%; calculated payout 125.7% .
- Committee did not exercise discretion to modify payouts for FY2024 .
- Clawback: plan-level clawback plus exchange-listed mandatory policy adopted 11/7/2023 .
Long-Term Incentives and Vesting
| Grant/Plan | Vehicle | Grant Date | Target/Granted | Performance Metric / Vesting | Payout Range | Status/Notes |
|---|---|---|---|---|---|---|
| 2024 LTI | Performance-based RSUs | 2/11/2024 | 6,697 sh; FV $178,006 | Company PTPP-to-average assets vs peer index over 3-year period ending 12/31/2026 | 25% at 35th pct to 150% at ≥70th pct | In-cycle; performance window 2024–2026 . |
| 2024 LTI | Time-based Restricted Stock | 2/11/2024 | 4,465 sh; FV $118,680 | Vests in five equal annual installments starting 1st anniversary (i.e., 893 shares per year beginning 2/11/2025) | N/A | Scheduled vesting for retention . |
| 2022 LTI | Performance-based RSUs | FY2022 | Target 1,790 sh | 3-year cumulative fully diluted EPS to 6/30/2024 (GAAP with adjustments) | 25% at 80% of target to 150% at ≥111.2% | Certified 8/15/2024 at 120.1% of target; payout 2,150 sh . |
Option specifics in severance modeling:
- Acceleration value references options with $31.35 exercise price and $33.68 stock price at 12/31/2024; calculation example cites 6,000 option shares among unvested awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 149,885 shares (0.85% of class) as of 3/20/2025 . |
| Shares outstanding | 17,550,626 as of 3/20/2025 . |
| Options (exercisable/within 60 days) | 66,000 shares counted in beneficial ownership . |
| KSOP holdings | 13,831 shares included in beneficial ownership . |
| Stock ownership guidelines | CEO: 3x base salary; others: 1x; directors: 5x annual retainer . |
| Compliance status | As of 12/31/2024, all directors and executive officers either satisfied or were progressing toward minimum levels . |
| Hedging/pledging | Prohibited for executives and directors . |
Implication: multi-year vesting and sizeable at-risk equity (PSUs and time-based RS) support alignment; anti-hedging/pledging and ownership guidelines reduce misalignment risk .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Amended and restated employment agreement effective 9/11/2018; auto-renews one year each 9/11 if not non-renewed; base adjusted to $550,000 upon CEO promotion effective 9/1/2022 . |
| Severance (no change in control) | If involuntarily terminated (outside CoC window): monthly payments of 1/12 “cash compensation” for remaining term + continuation of specified health and other insurance to contract end . |
| Severance (within 12 months of CoC) | Lump sum 3x “cash compensation” + continuation of specified health and other insurance benefits for three years; best-net 280G cutback applies . |
| Double-trigger | CoC severance only with qualifying termination upon or after CoC . |
| Equity acceleration | All unvested stock options and restricted stock vest upon a change in control and upon death/disability; PSUs subject to prorated or deemed performance per plan . |
| Clawback | Executive incentives and equity subject to clawback; exchange-mandated policy adopted 11/7/2023 . |
| Deferred compensation | New non-qualified deferred compensation plan effective 4/1/2025 permits directors and eligible executives to defer compensation; compliant with Section 409A . |
Termination/Change-in-Control Economics (selected scenarios; amounts as disclosed)
| Scenario | Cash/Benefits Continuation | PTO Payout | Life Insurance Benefit | Equity Acceleration | CoC Cash Multiple |
|---|---|---|---|---|---|
| Involuntary termination (no CoC) | $3,342,900 (cash comp + health/insurance for remaining term) | $66,500 | — | — | — |
| Involuntary termination within 12 months of CoC | $3,342,900 (300% of cash compensation) | $66,500 | — | $802,395 (includes unvested options/RS/PSUs at $33.68) | 3x |
| Death (outside CoC window) | $273,030 (3 months of cash comp) | $66,500 | $800,000 | $802,395 | — |
| Disability (outside CoC window) | $2,669,854 | $66,500 | — | $802,395 | — |
Notes: “Cash compensation” calculated at $1,092,118 annually for Mr. Westbrook; health/other insurance valued at $22,182/year; stock price assumption $33.68 at 12/31/2024; option exercise price $31.35 for the referenced options; PSUs assumed at target for acceleration .
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 9/1/2021; Vice Chairman since 11/13/2023; term expires 2027 . |
| Independence | Employee-director (not independent); Board has majority independent (10 of 11) . |
| Chairman | Richard T. Williams (non-employee Chairman) . |
| Committees (Board) | Asset/Liability Committee member; Executive & Risk Committee member; Mergers & Acquisitions Committee member . |
| Attendance | In FY2024, no incumbent director attended fewer than 75% of Board and committee meetings . |
| Dual-role implications | As CEO and Vice Chairman, Westbrook is not independent; independent Chair and fully independent Compensation Committee mitigate governance/independence concerns . |
| Director pay (employee) | Employee-directors (incl. Westbrook) receive no director retainers or fees . |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval at May 2024 annual meeting: approximately 97% support, with program emphasizing pay-for-performance and majority performance-based equity for CEO .
- May 19, 2025 annual meeting: say-on-pay approved (Votes For 11,482,701; Against 357,695; Abstain 101,541; broker non-votes 3,256,228) .
- Compensation Committee engages independent consultant Pearl Meyer; no conflicts identified under NYSE standards .
Compensation Structure Analysis
- Cash vs equity mix: CEO FY2024 total comp $1.37M with material variable elements (NEIP $427k; stock awards $297k), consistent with performance orientation .
- Metric design: FY2024 annual incentive weighted 75% to adjusted PTPP income and 25% to efficiency ratio; payout aligned to above-target performance without discretionary adjustments .
- LTI shift: Use of PSUs tied to relative profitability (PTPP-to-assets vs peer) and time-based RS with five-year ratable vesting supports multi-year alignment and retention .
- Governance safeguards: Double-trigger CoC severance, no hedging/pledging, no option repricing, and clawbacks in place; no excise tax gross-ups .
Risk Indicators & Red Flags
- Change-in-control economics: 3x cash compensation plus three years of benefits and full equity acceleration on CoC with termination—market-competitive but sizeable; 280G best-net cutback applies .
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Clawback: Adopted and operative (mitigates restatement risk) .
- CEO pay ratio: 19.0:1 for FY2024 (CEO $1,389,048 vs median employee $72,981 including health premiums), modest relative to industry norms .
- Related-party/controversies: None disclosed in cited sections; no option repricing history per plan terms .
Equity Ownership & Alignment (Detail)
| Measure | FY 2024 / Reference |
|---|---|
| CEO CAP vs TSR/Income/PTPP (Pay vs Performance) | CAP to CEO $1.64M; HTB TSR year-end value $210.50 on $100 base (6/30/20); net income $54.8M; adjusted PTPP $79.3M . |
| Director/Officer Ownership Percent of Class | Westbrook 0.85%; group (18 persons) 10.57% . |
Employment & Contracts (Retention and Mobility)
- Term and renewal: Annual evergreen renewal; provides stability but limits severance runway inflation via remaining-term formula outside CoC .
- Post-termination: Death/disability benefits and equity acceleration may reduce retention friction at late-career stage; however, five-year RS vesting and 2024–2026 PSU cycle maintain ongoing at-risk exposure .
- Non-compete/non-solicit/garden leave: Not specifically disclosed in the cited proxy sections; no additional constraints identified in filings reviewed (focus remains on severance and CoC terms) .
Performance & Track Record
| Metric (Company-level) | FY 2024 | Prior Period |
|---|---|---|
| Net income ($M) | 54.8 | 50.0 (12 months ended 12/31/2023) |
| Diluted EPS ($) | 3.20 | 2.97 (12 months ended 12/31/2023) |
| ROA (%) | 1.23 | 1.17 (12 months ended 12/31/2023) |
| ROE (%) | 10.37 | 10.62 (12 months ended 12/31/2023) |
| Adjusted PTPP ($M) | 79.3 | 70.1 (FY 2023 per PVP table) |
| TSR (value of $100 from 6/30/20) | $210.50 (FY2024) | $136.46 (FY2023) |
Compensation Committee and Peer Practices
- Compensation & Human Capital Committee composed entirely of independent directors; met five times in FY2024; authority covers executive pay, plans, employment contracts, and succession .
- Independent consultant Pearl Meyer retained; Committee concluded independence/no conflicts .
- Market positioning targeted near 50th percentile for base salaries; FY2024 merit adjustments executed accordingly .
Investment Implications
- Alignment strong: High at-risk mix (meaningful NEIP and PSU/RS awards), rigorous metrics (adjusted PTPP and efficiency ratio), five-year RS vesting, anti-hedge/pledge, and ownership guidelines support long-term value orientation; say-on-pay support remains high (97% in 2024; approved again in 2025) .
- Retention risk moderate: Evergreen contract, multi-year PSU cycle (through 2026), and five-year RS schedule balance retention with shareholder protections via double-trigger CoC and clawback; CoC payout magnitude (3x cash comp + full equity acceleration) is notable but within small/mid-cap banking norms with 280G best-net mitigation .
- Trading signals: Scheduled RS vesting each February (e.g., ~893 shares/year from 2025–2029) and PSU vesting post-2026 could create periodic liquidity windows; hedging/pledging prohibition and ownership guidelines reduce near-term forced selling risk; monitoring Form 4s around vesting dates and bonus/option exercise windows is warranted .
- Execution track: Improving net income/EPS and strong TSR trajectory per PVP disclosures provide supportive backdrop for incentive realizations; continued focus on PTPP and efficiency suggests disciplined profitability orientation under Westbrook’s leadership .