Laura C. Kendall
About Laura C. Kendall
Laura C. Kendall (age 73 as of December 31, 2024) is an independent director of HomeTrust Bancshares, Inc. (HTB), serving on the Board since 2016 with a current term slated to expire at the 2028 annual meeting. She is Senior Managing Director at Aurora Management Partners and a registered CPA with over 40 years of finance and management experience, including CFO roles at Delhaize America/Food Lion and F&M Distributors, plus leadership at Tanner Companies and CFOdynamics. The Board identifies her accounting expertise as central to her contributions, and she is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aurora Management Partners | Senior Managing Director | 2013–present | Restructuring/finance expertise applied to board oversight |
| Tanner Companies LLC | President; Chief Operating Officer; Chief Financial Officer | President 2008–2013; COO 2006–2008; CFO 2003–2006 | Led operations and finance transformation |
| CFOdynamics LLC | Chief Executive Officer | 2002–2003 | Built outsourced CFO practice |
| Delhaize America, Inc. | Chief Financial Officer | 1999–2002 | Oversaw large-scale retail finance |
| Food Lion, Inc. (subsidiary of Delhaize) | Chief Financial Officer | 1997–2002 | Retail finance leadership |
| F&M Distributors, Inc. | Chief Financial Officer | 1988–1996 | Turnaround/finance leadership |
| Perry Drug Stores, Inc. | VP of Finance | 1986–1988 | Financial planning and controls |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of Commerce | Director | 2008–2014 | Community bank governance experience |
| Charles & Colvard | Director | 2003–2011 | Public company board oversight |
The proxy lists prior board roles for Ms. Kendall and does not disclose any current public-company directorships.
Board Governance
- Independence: Kendall is one of ten independent directors under NYSE standards.
- Attendance: In FY2024, no incumbent director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the last annual meeting.
- Committee assignments and chair roles:
- Audit Committee – Chair; designated Audit Committee Financial Expert. Audit Committee met 13 times in FY2024.
- Executive & Risk Committee – Member; oversees enterprise risk, culture, and information security program. Met 4 times in FY2024.
- Governance & Nominating Committee – Member; recommends director candidates and committee chairs. Met 3 times in FY2024.
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $56,000 | Annual retainer and meeting/committee fees |
| Stock Awards | $44,839 | Annual restricted stock award (1,624 shares) |
| Option Awards | $0 | No option grants in FY2024 |
| All Other Compensation | $374 | Dividends on unvested restricted stock |
| Total | $101,213 |
Director fee structure:
- FY2024 non-employee directors: cash retainer $34,000; per-committee meeting $750 (≥60 minutes); annual restricted stock target ~$34,000; chair retainers: Chair/Lead Director $15,000; Audit Chair $10,000; Compensation Chair $7,500; Governance Chair $5,000.
- Effective 2025 changes: annual restricted stock increased to $40,000 (June 1, 2025); committee meeting fee threshold reduced to 30 minutes; Chair retainer increased to $40,000; Audit Chair to $12,000; Compensation Chair to $9,000; Governance Chair to $6,000; Asset/Liability Chair retainer $3,000; M&A Chair per-meeting fee increased to $1,500.
Performance Compensation
| Feature | Status |
|---|---|
| Director performance-based equity or cash metrics | Not used; director equity is time-based restricted stock (most recent grant vests in full on May 31, 2025). |
Executive pay is subject to clawbacks, double-trigger change-in-control provisions, capped payouts, and no option repricing; these do not apply to director equity grants.
Other Directorships & Interlocks
| Company/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Aurora Management Partners | Senior Managing Director | No HTB-related engagements disclosed; monitor if Aurora becomes an HTB vendor. |
| Prior boards (Bank of Commerce; Charles & Colvard) | Former director | No current interlocks with HTB competitors/suppliers disclosed. |
Expertise & Qualifications
- Registered CPA; Audit Committee Financial Expert as determined by the Board.
- Extensive CFO, operational turnaround, and retail/consumer finance experience over 40+ years.
- Governance engagement across audit, risk, and nominations.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 34,246 shares (0.19% of outstanding) | Includes various holdings and deemed beneficial interests per footnotes |
| Options (exercisable/within 60 days) | 12,000 shares | Counted in beneficial ownership for her percentage |
| Unvested restricted stock (12/31/2024) | 1,624 shares | Annual director grant (May 31, 2024) vests May 31, 2025 |
| Hedging/Pledging | Prohibited for directors and executives | Policy bans hedging, short sales, and pledging |
| Stock ownership guidelines | 5× annual Board retainer (directors) | All directors either met or were progressing toward minimums as of 12/31/2024 |
Related Party Transactions & Conflicts
- Oversight: Audit Committee reviews and approves all related-party transactions under Item 404(a), with robust criteria on terms, valuation, bidding, and independence. Ordinary-course banking relationships are generally exempt.
- Loans: Director/officer loans must be on substantially the same terms as non-related parties and within underwriting standards; no unfavorable features.
- Kendall-specific disclosures: The proxy does not disclose any related-party transactions involving Ms. Kendall.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: Approximately 97% support; the company conducts annual say-on-pay and engages with investors.
Governance Assessment
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Strengths
- Independent Audit Chair with CPA credentials and “financial expert” designation enhances financial reporting oversight and external auditor independence.
- Active participation across risk and nominations committees aligns with board-level risk governance and refreshment responsibilities.
- Strong alignment mechanisms: anti-hedging/pledging policy, stock ownership guidelines (5× retainer) with compliance monitoring, and regular director equity grants.
- Board independence and attendance standards met; all directors attended the annual meeting.
-
Watch items
- External affiliations: As Senior Managing Director at Aurora Management Partners, monitor for potential engagements with HTB or related entities that could require Audit Committee review under the related-party policy. No such transactions disclosed.
- Option overhang: Kendall holds 12,000 director options from prior programs; while repricing is prohibited, boards increasingly emphasize full-value equity over options—monitor future mix relative to peer best practices.
-
Compensation signals
- Balanced cash-equity mix with annual time-based restricted stock; recent upward adjustments to equity target ($40k) and chair retainers suggest emphasis on board workload and retention over performance-tied director pay (consistent with market practice).
Overall, Kendall’s audit leadership, independence, and ownership alignment are positives for investor confidence; no related-party or attendance red flags are disclosed in the proxy.