John F. Sprink, II
About John F. Sprink, II
Executive Vice President and Commercial Banking Group Executive at HomeTrust Bancshares (HTB); age 60 as of 12/31/2024. Joined HTB in November 2014 to lead the de novo Raleigh market; promoted to EVP, Commercial Banking Group Executive in May 2023 after >30 years in banking including leadership roles at Central Carolina Bank/SunTrust and TrustAtlantic Bank . Company performance in FY2024 vs FY2023: net income $54.8M vs $50.0M; diluted EPS $3.20 vs $2.97; ROA 1.23% vs 1.17%; ROE 10.37% vs 10.62%; NIM 4.05% vs 4.22%; provision for credit losses $7.5M vs $15.1M; dividends $0.45/share vs $0.41/share .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| HomeTrust Bancshares/HomeTrust Bank | SVP & Market President (Raleigh de novo) | 2014–May 2023 | Led de novo entrance into Raleigh market |
| HomeTrust Bancshares/HomeTrust Bank | EVP, Commercial Banking Group Executive | May 2023–Present | Leads commercial banking; division profitability included in incentive metrics |
| Central Carolina Bank/SunTrust | Leadership roles | Prior to 2014 | Commercial banking leadership experience |
| TrustAtlantic Bank | Leadership roles | Prior to 2014 | Commercial banking leadership experience |
Fixed Compensation
| Metric | FY 2023 | Transition Period (6 months to 12/31/2023) | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $248,788 | $145,131 | $299,046 |
| Base Salary change (effective 8/26/2024) | — | — | $296,400 → $305,000 (+2.9%) |
| Target Annual Bonus (% of base) | — | — | 40% |
| Target Annual Bonus ($) | — | — | $122,000 |
| Perquisites | — | — | Country club dues reimbursement |
Performance Compensation
- FY2024 incentive structure for Sprink (Senior Leadership Incentive Plan):
- Weightings: Pre-tax, pre-provision (PTPP) income 50%; Efficiency ratio 25%; Division profitability vs plan 25% .
- Corporate goal outcomes: PTPP income $79.3M (Target $72.9M; 129.4% payout); Efficiency ratio 60.12% (Target 62.37%; 125.7% payout) .
- Division profitability outcome (Sprink’s division): 53% of target .
- Actual payout: 44% of base salary ($133,416) vs 40% target .
| Metric | Weight | Target | Actual | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| Pre-Tax, Pre-Provision Income | 50% | $72.9M | $79.3M | 129.4% | Cash bonus, annual (paid after FY close) |
| Efficiency Ratio | 25% | 62.37% | 60.12% | 125.7% | Cash bonus, annual |
| Division Profitability vs Plan (Commercial) | 25% | Internal plan | Below plan | 53% | Cash bonus, annual |
| Actual Bonus Paid | — | — | — | 44% of base ($133,416) | — |
Clawbacks apply under the plan and via exchange-listed policy adopted 11/7/2023 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 24,032 shares; 0.14% of class (17,550,626 shares o/s at 3/20/2025) |
| Options exercisable within 60 days | 11,800 shares included in beneficial ownership |
| KSOP holdings | 2,673 shares included in beneficial ownership |
| Ownership guidelines | Executives must hold ≥1x base salary; all executives either satisfied or progressing as of 12/31/2024 |
| Hedging/pledging | Prohibited (no hedging or pledging) |
Outstanding Options (12/31/2024):
| Tranche | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| 2016 grant | 2,000 | — | $17.35 | 2/11/2026 |
| 2018 grant | 5,000 | — | $26.00 | 2/11/2028 |
| 2019–2032 options (mix) | 1,600 | 400 | $27.11 | 2/11/2030 |
| 2019–2031 options (mix) | 1,200 | 800 | $22.92 | 2/11/2031 |
| 2019–2032 options (mix) | 800 | 1,200 | $31.35 | 2/11/2032 |
Unvested Stock/Units (12/31/2024):
| Award Type | Shares Unvested | Market Value (12/31/2024) | Vesting terms |
|---|---|---|---|
| Performance RSUs (target) 2024 grant | 2,206 | $74,298 | 3-year perf (PTPP/avg assets vs peer index) to 12/31/2026; 25–150% payout range |
| Time-based RS 2024 grant | 2,210 | $74,433 | 20% annually on Feb 11, 2025–2029 |
| Legacy time-based RS (2019–2023 grants) | 200; 400; 600; 1,116 | $6,736; $13,472; $20,208; $37,587 | Per respective grant schedules |
Vesting and CIC mechanics:
- All unvested stock options and restricted stock vest upon a change in control; PSUs may be deemed earned based on shortened performance period without proration of shares; death/disability also accelerate .
Employment Terms
| Term | Detail |
|---|---|
| Agreement type | Change in Control Severance Agreement (Amended & Restated) |
| Term/renewal | Initial term ended 9/11/2024; auto-extends one year each Sept 11 unless notice; performance review conditions apply |
| Severance multiple (CIC) | 2.0x “cash compensation” lump sum + continuation of health insurance benefits upon involuntary termination at or within 12 months after a CIC (double trigger); subject to 280G cutback |
| Example CIC termination values (12/31/2024 basis) | $935,706 cash comp multiple; equity acceleration value $240,766; PTO payout $6,305; life insurance $500,000 (death) |
| Equity acceleration (CIC) | Single-trigger: all unvested options and time-based restricted stock vest upon CIC; PSUs deemed earned on shortened period (no share proration) |
| Clawback | Applies to annual incentives and equity; exchange-listed policy adopted 11/7/2023 |
| Perquisites | Country club dues reimbursement |
| Hedging/Pledging | Prohibited |
Compensation Structure Analysis
| Category | Observation |
|---|---|
| Cash vs equity mix | FY2024: Salary $299,046; Non-equity incentive $133,416; Stock awards grant-date FV $117,377. FY2023: Salary $248,788; Non-equity incentive $155,072; Stock awards $38,293; plus $30,000 interim-role stipend (bonus) . Equity usage increased post-promotion (2024 grants of 2,206 PSUs and 2,210 RS) . |
| Risk alignment | Double-trigger cash severance; no excise tax gross-ups; stock ownership guidelines; anti-hedging/pledging policy . |
| Red flags | Single-trigger equity acceleration upon CIC (time-based equity vests without termination) . |
| Performance rigor | Corporate goals exceeded (PTPP 129.4%; Efficiency 125.7%); division underperformance (53%); total bonus 44% of salary vs 40% target . |
| Market positioning | Base salaries targeted near 50th percentile of market; 8/26/2024 salary increase for Sprink: $296,400→$305,000 (+2.9%) . |
Say-on-Pay & Shareholder Feedback
- Last annual meeting (May 2025) say-on-pay vote: For 11,482,701; Against 357,695; Abstain 101,541; Broker non-votes 3,256,228 . Prior proxy cites ~97% support at May 2024 meeting, and ongoing investor engagement .
Compensation Peer Group (benchmarking context)
- Peer set used by Pearl Meyer for program review (assets ~$3.1–$9.2B) includes: Capital City Bank Group; Carter Bankshares; Colony Bankcorp; City Holding; Civista; CNB Financial; Community Trust Bancorp; Farmers National; The First Bancshares; First Community Bankshares; German American; Peoples Bancorp; Primis; Republic Bancorp; SmartFinancial; Southern First; Stock Yards; Summit Financial; Univest Financial .
Performance & Track Record
- Role evolution: Built HTB’s Raleigh franchise (2014) and now leads Commercial Banking organization (since 2023) .
- Company strategy and progress: Investor materials emphasize transition to a high-performing commercial bank, expansion of lines of business, and refreshed leadership team (lists Sprink as Commercial Banking Group Executive) .
- FY2024 operating performance improved vs FY2023 on net income, EPS, ROA; lower provision expense; continued dividend growth .
Equity Award Flow-Through (Vesting/Selling Pressure)
- Time-based RS from 2/11/2024 vest 20% annually each Feb 11 from 2025 to 2029, creating recurring vesting events that can contribute to periodic stock-for-tax sales .
- Options ladder expirations from 2026 through 2032 with multiple strike levels ($17.35–$31.35), providing embedded optionality and potential exercise-related selling windows .
Fixed and Performance Compensation Tables (detail)
Compensation detail (amounts):
| Component | FY 2023 | Transition Period (6 months to 12/31/2023) | FY 2024 |
|---|---|---|---|
| Salary ($) | $248,788 | $145,131 | $299,046 |
| Bonus ($) | $30,000 (interim role stipend) | — | — |
| Stock Awards (grant-date FV, $) | $38,293 | — | $117,377 |
| Option Awards (grant-date FV, $) | — | — | — |
| Non-Equity Incentive ($) | $155,072 | $68,490 | $133,416 |
| All Other Compensation ($) | $18,541 | $18,645 | $26,562 |
| Total Compensation ($) | $490,694 | $232,266 | $576,401 |
FY2024 equity grants (2/11/2024):
| Award | Shares | Grant-date FV ($) |
|---|---|---|
| Performance RSUs (target) | 2,206 | $58,635 |
| Time-based Restricted Stock | 2,210 | $58,742 |
Annual incentive (FY2024) – plan and outcome:
| Item | Value |
|---|---|
| Target bonus % | 40% of base |
| Actual payout | 44% of base ($133,416) |
| Corporate PTPP goal | Target $72.9M; Actual $79.3M; 129.4% payout |
| Corporate Efficiency goal | Target 62.37%; Actual 60.12%; 125.7% payout |
| Division profitability (Commercial) | 53% payout |
Employment Separation Economics (scenario matrix snapshot)
| Scenario (as of 12/31/2024) | PTO Payout | Life Insurance | Equity Acceleration | CIC cash multiple + benefits |
|---|---|---|---|---|
| Voluntary termination | $6,305 | — | — | — |
| Involuntary termination (no CIC) | $6,305 | — | — | — |
| Change in Control (no termination) | — | — | $240,766 | — |
| CIC + Involuntary termination (≤12 months) | $6,305 | — | $240,766 | $935,706 |
| Death | $6,305 | $500,000 | $240,766 | — |
| Disability | $6,305 | — | $240,766 | — |
Notes: CIC equity acceleration is single-trigger for options and time-based RS; PSUs deemed earned per shortened performance period methodology . Severance multiple subject to 280G reduction .
Investment Implications
- Alignment: Strong pay-for-performance construct with meaningful at-risk pay tied to PTPP income and efficiency; division underperformance tempered Sprink’s payout (44% vs 40% target), evidencing formulaic discipline . Stock ownership guidelines, no hedging/pledging, and no excise gross-ups further align interests .
- Retention: Change-in-control protection at 2.0x cash compensation with health benefits and automatically renewing term supports continuity; however, single-trigger equity acceleration at CIC can weaken retention post-close (equity vests regardless of termination) .
- Selling pressure: Predictable vesting cadence (20% each Feb 11 through 2029 for 2024 RS) and a ladder of in-the-money/near-the-money options create periodic liquidity events around vest/exercise dates; monitor 10b5-1 plans or Form 4s around February and option expirations .
- Governance risk: Single-trigger equity acceleration at CIC is shareholder-unfriendly relative to double-trigger equity norms; that said, cash severance is double-trigger and the plan includes clawbacks, mitigating excessive risk-taking .
- Shareholder sentiment: High say-on-pay support (~97% prior year) and strong May 2025 vote results suggest low near-term compensation backlash risk .