John A. Switzer
About John A. Switzer
Independent director of HomeTrust Bancshares, Inc. (HTB); age 68; director since 2019; current term expires in 2027. Retired KPMG LLP managing partner and market leader with a 38‑year audit career; designated by HTB’s Board as an “audit committee financial expert.” Switzer is independent under NYSE standards and has broad audit and risk oversight credentials relevant to financial institutions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner (Charlotte; previously Cleveland, Louisville, Lexington) and Market Leader for Coastal Business Unit (Carolinas, Florida, Puerto Rico) | 38 years | Lead audit partner for numerous publicly traded global and domestic companies; deep audit, controls, and reporting expertise |
External Roles
| Organization | Role | Public/Private | Committees/Impact |
|---|---|---|---|
| Barings BDC, Inc. | Director; Audit Committee Chairman | Public | Audit chair leadership; enhances financial oversight capabilities |
| Barings Capital Investment Corporation | Director | Private | Audit committee service |
| Weisiger Group | Director | Private | Board governance experience |
| Foundation for the Mint Museum | Former Board Member | Non‑profit | Cultural institution governance |
| NACD Carolinas Chapter | Former Board Member | Non‑profit | Board governance advocacy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE rules |
| Board Meetings | Company and Bank Boards each met 8 times in FY2024; no incumbent director attended fewer than 75% of Board and committee meetings |
| Annual Meeting Attendance | All directors attended the last annual stockholder meeting |
| Committees | Asset/Liability (Chair); Audit (Member, Audit Committee Financial Expert); Executive & Risk (Member); Mergers & Acquisitions (Member) |
| Committee Activity (FY2024) | Audit: 13 meetings; Asset/Liability: 4; Executive & Risk: 4; M&A: 2 |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $51,250 |
| Stock Awards (Grant‑date fair value) | $44,839 |
| All Other Compensation | $374 (dividends on unvested RS) |
| Total | $96,463 |
Director retainer and fees (program terms):
- Annual cash retainer $34,000; committee meeting fees $750 (≥1 hour); annual restricted stock targeted at ~$34,000; Chair retainers: Chair/Lead Director $15,000; Audit Chair $10,000; Compensation Chair $7,500; Governance Chair $5,000 (FY2024 terms) .
- Changes approved March 23, 2025: annual RSU target to $40,000 (effective June 1, 2025); meeting fee threshold reduced to 30 minutes; Chair retainers increased (Chair $40,000; Audit $12,000; Comp $9,000; Governance $6,000); added Asset/Liability Chair retainer $3,000; M&A Chair per‑meeting fee to $1,500 .
Performance Compensation
| Equity Grant Type | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual restricted stock (directors) | 1,624 shares granted on May 31, 2024 to each long‑standing non‑employee director (including Switzer); grant‑date fair value included above | Scheduled to vest in full on May 31, 2025 | None; director awards are time‑based restricted stock (no PSU or options for Switzer) |
Note: Director equity is not contingent on corporate performance; it is time‑based, aligning director incentives via ownership rather than annual pay targets .
Other Directorships & Interlocks
| External Board | Potential Interlock with HTB | Assessment |
|---|---|---|
| Barings BDC, Inc. | None disclosed | Public-company audit chair experience is additive; no supplier/customer conflict noted in proxy |
| Barings Capital Investment Corporation | None disclosed | Private BDC oversight; no disclosed HTB transaction |
| Weisiger Group | None disclosed | No related-party exposure disclosed |
HTB policy requires Audit Committee review/approval of related-party transactions; ordinary‑course banking transactions are generally exempt if at market terms. Loans to directors/executives follow federal regs, at market terms, and do not involve abnormal risk features .
Expertise & Qualifications
- CPA; audit committee financial expert designated by HTB Board .
- Former KPMG managing partner and lead audit partner; extensive experience with GAAP reporting, internal controls, and PCAOB‑related matters .
- Multi‑committee service at HTB (ALCO Chair; Audit; Executive & Risk; M&A), indicating broad governance reach in asset/liability, financial reporting, ERM, and strategic transactions .
Equity Ownership
| Ownership Measure | Amount |
|---|---|
| Beneficial Ownership (shares) | 7,767 |
| Percent of Class | 0.04% |
| Unvested Restricted Stock | 1,624 shares (as of 12/31/2024) |
| Stock Ownership Guidelines | Non‑employee directors must hold 5× annual Board retainer; all directors either satisfied or progressing as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors and executives |
Governance Assessment
- Board effectiveness: Switzer’s audit depth (audit committee financial expert) and ALCO chair role strengthen oversight of financial reporting, liquidity and interest‑rate risk—critical for a regional bank. His multi‑committee participation reflects high engagement across risk and strategic domains .
- Independence and attendance: Independent under NYSE rules, with adequate attendance and expected participation in annual meetings—supportive of investor confidence .
- Compensation alignment: Balanced mix of cash fees and equity; annual time‑based restricted stock promotes ownership alignment. 2025 increases in equity grant target and chair retainers modestly raise pay but remain structure‑consistent with peer practices; no options or performance awards for directors reduce risk of pay gaming .
- Conflicts/related party exposure: No Switzer‑specific related‑party transactions disclosed; company policy and market‑terms loan practices mitigate conflict risk. Anti‑hedging/pledging policy further aligns governance with shareholder interests .
- Signals: HTB’s 2024 say‑on‑pay support ~97% indicates broad shareholder approval of compensation governance; while focused on executives, it reflects overall governance health that Switzer helps oversee via Audit/Compensation interfaces .
RED FLAGS: None disclosed for Switzer (no pledging, no related‑party transactions, no emeritus plan participation). Monitor cumulative chair fee increases and equity grant target changes for pay inflation, but current changes appear measured and governance‑driven .