Charles F. Sivley, Jr.
About Charles F. Sivley, Jr.
Executive Vice President and Chief Technology Officer at HomeTrust Bancshares, Inc. (HTB). Age 59; joined HTB in June 2024 following more than 30 years in technology roles at regional banks and energy services, including CIO posts at American National Bank, Highlands Union Bank, and First State Bank of the Southeast; previously at Southern Company Services; served in the U.S. Army Reserves . HTB’s FY2024 operating performance (context for pay-for-performance and execution): net income $54.8M, diluted EPS $3.20, ROA 1.23%, ROE 10.37%, NIM 4.05; provision for credit losses fell to $7.5M; cash dividends $0.45 per share . HTB’s leadership highlights also identify a refreshed executive management team including Sivley as CTO in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American National Bank | Chief Information Officer | Not disclosed | Enterprise IT leadership for regional bank operations |
| Highlands Union Bank | Chief Information Officer | Not disclosed | Led core systems and technology transformation |
| First State Bank of the Southeast | Chief Information Officer | Not disclosed | Directed technology strategy in community banking |
| Southern Company Services | Technology roles | Not disclosed | Large-enterprise technology experience; operational rigor |
External Roles
No external public-company directorships disclosed for Sivley in HTB filings reviewed .
Fixed Compensation
- HTB’s CTO (Sivley) was not a named executive officer in FY2024; his base salary, target bonus and actual bonus are not disclosed in the proxy .
- Program context: The Compensation Committee targets NEO base salaries near the 50th percentile of market peers; annual incentives are cash-based and tied to corporate performance; long-term incentives are equity-based .
Performance Compensation
HTB’s Senior Leadership Incentive Plan (SLIP) structure (company-level; Sivley’s individual targets are not disclosed):
- Corporate metrics used for NEOs: Pre-tax, pre-provision income (PTPPI) and Efficiency Ratio; some roles add division profitability vs plan .
- Example FY2024 corporate goals and results:
| Metric | Threshold | Target | Maximum | Actual | Payout Achievement |
|---|---|---|---|---|---|
| Pre-Tax, Pre-Provision Income ($MM) | 61.9 | 72.9 | 83.8 | 79.3 | 129.4% |
| Efficiency Ratio (%) | 67.01% | 62.37% | 57.99% | 60.12% | 125.7% |
Equity incentive design (program-level):
- Performance-based RSUs granted Feb 11, 2024 to NEOs measure three-year PTPPI-to-average-assets percentile vs a peer index (35th→70th percentile maps to 25%→150% payout; vest after performance period ending Dec 31, 2026) .
- Time-based restricted stock granted Feb 11, 2024 to NEOs vests in five equal annual tranches starting one year from grant date .
- Annual equity grants typically occur on/around Feb 11 (execs) and May 31 (non-employee directors) .
Clawbacks:
- SLIP includes a plan-level clawback for restatements; HTB also adopted an exchange-mandated clawback policy on Nov 7, 2023 (filed as Exhibit 97) .
Equity Ownership & Alignment
| Policy | Requirement / Status |
|---|---|
| Stock ownership guidelines | CEO: 3x base salary; other executive officers: 1x base salary; directors: 5x annual retainer; five-year compliance window; retention rules if below guidelines |
| Compliance status | As of Dec 31, 2024, all directors and executive officers either met or were progressing toward minimum ownership levels |
| Hedging/Pledging | Executives and directors are prohibited from hedging, short sales, and pledging HTB securities |
| Option repricing | Repricing or exchange of underwater options prohibited without shareholder approval (2013/2022 Omnibus Plans) |
Beneficial ownership detail for Sivley specifically is not provided in the proxy’s director/NEO table; CTO was not an NEO in FY2024 and is not listed in that ownership table .
Employment Terms
| Agreement | Trigger Type | Key Economics | Equity Treatment | Notes |
|---|---|---|---|---|
| Change in Control Severance Agreement (Sivley) | Not disclosed in summary; agreement on file | Not disclosed in summary | Not disclosed | Existence of “Change in Control Severance Agreement between HTB and Chuck Sivley” (Reg S-K Exhibit 10.19) |
| Company practice (NEO agreements) | Double-trigger (CIC + qualifying termination) | Market-based severance; no excise tax gross-ups | Award terms follow plan and agreement provisions | Applies to NEO employment/CIC agreements; indicates governance posture (context) |
Other terms such as non-compete, non-solicit, garden leave, and post-termination consulting are not disclosed for Sivley in the filings reviewed.
Performance & Track Record
- Company transformation and operating highlights: successful transition to a commercial bank; culture program; multiple “Best Bank/Workplace” recognitions; strong ROA/ROE and margin context .
- Executive team refresh lists Sivley as CTO (2024), indicating emphasis on technology enablement for growth markets .
Board Governance and Compensation Committee
- Compensation and Human Capital Committee: Koontz (Chair), Cureton, James, Lowe, Neelagaru, Williams; all independent under NYSE standards; met five times in FY2024; retains Pearl Meyer as independent compensation consultant; no conflicts identified .
- Peer benchmarking: committee uses proxy peers (asset sizes $3.1–$9.2B) and survey data for market alignment .
- Governance practices: annual say-on-pay, significant stock ownership, clawbacks, no hedging/pledging, no option repricing; strong committee charters and risk oversight integration .
Say-on-Pay & Shareholder Feedback
| Meeting | Votes For | Votes Against | Abstentions | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|
| May 2024 (annual meeting) | ~97% approval (percent of votes cast) | Not disclosed | Not disclosed | Not disclosed | Approved |
| May 19, 2025 (annual meeting) | 11,482,701 | 357,695 | 101,541 | 3,256,228 | Approved |
Company Financial Context (3-year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Millions) | $39.109* | $28.458* | $32.306* |
Values retrieved from S&P Global.*
Compensation Structure Analysis (Signals)
- Emphasis on performance pay: NEO incentives tied to corporate PTPPI and Efficiency Ratio, with capped payouts and minimum thresholds; performance RSUs benchmark three-year relative performance vs peers, aligning payouts to shareholder returns .
- Governance-favorable features: double-trigger CIC for NEOs; no excise tax gross-ups; clawbacks; anti-hedging/pledging; option repricing prohibition .
- Peer calibration: base salary levels targeted around median, mitigating pay inflation risk while retaining competitiveness .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No golden-parachute excise tax gross-ups; option repricing prohibited (shareholder-friendly) .
- Clawbacks in place at plan and policy levels .
- Related-party transactions or pledging by Sivley: none disclosed in reviewed filings specific to Sivley.
Investment Implications
- Retention risk: Existence of a Change in Control Severance Agreement for Sivley supports continuity through potential strategic events; lack of disclosed severance multiples limits precise risk quantification .
- Alignment: Strong ownership guidelines, anti-hedging/pledging policies, clawbacks, and performance-based equity design collectively align management with shareholder outcomes .
- Execution: CTO appointment amid a refreshed leadership team and tech-enabled growth strategy supports ongoing transformation; company-level performance metrics and strong say-on-pay support investor confidence, though Sivley-specific pay mix and grant details are not disclosed .