Narasimhulu Neelagaru
About Narasimhulu Neelagaru, M.D.
Independent director of HomeTrust Bancshares, Inc. (HTB). Age 74; initial Board appointment June 26, 2023 to a term expiring in 2025, and nominated for a one‑year term expiring in 2026 under merger-agreement provisions tied to his ownership level . Board-certified cardiologist, retired after 40+ years; founder, Chairman and CEO of Quantum Capital Corp and Quantum National Bank prior to their merger into HTB on February 12, 2023; former majority shareholder of Quantum . The Board explicitly determined him to be independent under NYSE standards, considering his prior role at Quantum .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Quantum Capital Corp / Quantum National Bank | Founder; Chairman & CEO; Majority Shareholder | Founded 1995; served until Quantum merged into HTB on Feb 12, 2023 | Led institution; merger agreement included director appointment and ownership-contingent term extensions |
| Medical practice (Commerce, GA) | Board-certified cardiologist | Retired in 2017 after >40 years | Healthcare leadership background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indian American International Chamber of Commerce | Director | Current | Community/business engagement |
| International Development Foundation, Inc. | Director | Current | Non-profit governance |
| CIGNA HealthSpring Insurance Company | Former director | Prior | Healthcare industry exposure |
| Athens Area Coalition of Physicians | Former director | Prior | Regional medical leadership |
| Jackson County Area Chamber of Commerce | Former director | Prior | Community development |
| Community Bankers Association of Georgia | Former director | Prior | Banking industry association |
Board Governance
- Independence: Determined to be independent under NYSE standards; Board evaluated his prior Quantum affiliation in reaching this determination .
- Attendance: In FY2024, no incumbent director attended fewer than 75% of combined Board and committee meetings; Board met eight times (Company and Bank) .
- Board diversity: Post-2025 annual meeting slate would include nine independent directors and a refreshed, diverse composition; his re‑nomination is for a one‑year term .
| Committee | Membership | Chair | FY2024 Meetings | Key Oversight Scope |
|---|---|---|---|---|
| Asset/Liability Committee | Member (Switzer, Hancock, Jacobs, Neelagaru, Westbrook) | Switzer | 4 | Liquidity & interest rate risk; investment and ALM strategies |
| Compensation & Human Capital Committee | Member (Koontz, Cureton, James, Lowe, Neelagaru, Williams) | Koontz | 5 | Exec pay, incentive programs, director compensation design; retains Pearl Meyer |
| Governance & Nominating Committee | Member (Williams, James, Kendall, Lowe, Neelagaru) | Williams | 3 | Board composition, refreshment, committee assignments, governance guidelines |
- Executive & Risk oversight is delegated to a separate committee; cybersecurity oversight runs through Executive & Risk Committee (not listed as a member) .
Fixed Compensation
| Component | Structure | 2024 Actual (Dr. Neelagaru) |
|---|---|---|
| Annual cash retainer | $34,000 for non-employee directors | Included in “Fees Earned” below |
| Meeting fees | $750 per committee meeting ≥1 hour; in-person Board meeting fees only for meetings beyond 10 per year; effective Jan 1, 2025, committee fees time threshold reduced to ≥30 minutes | Included in “Fees Earned”; policy change noted |
| Chair retainers | Chair/Lead Director $15,000 (raised to $40,000 eff. Jan 1, 2025); Audit Chair $10,000 (raised to $12,000 eff. Mar 1, 2025); Compensation Chair $7,500 (raised to $9,000 eff. Mar 1, 2025); Governance Chair $5,000 (raised to $6,000 eff. Mar 1, 2025); ALCO Chair added $3,000 eff. Mar 1, 2025 | Not applicable (not a chair) |
| 2024 Fees Earned or Paid in Cash | — | $38,500 |
| All Other Compensation (dividends on unvested stock) | — | $374 |
Performance Compensation
Directors receive annual restricted stock grants (time-based), not performance-based awards.
| Grant Type | Grant Date | Shares Granted | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | May 31, 2024 | 1,624 | $44,839 | Vests in full May 31, 2025 |
| Program change | Effective June 1, 2025 | Targeted annual RS award value increased to $40,000 | N/A | Policy-level change |
- Clawback: Company maintains clawback provisions covering annual incentives and equity-based awards; mandatory exchange listing clawback adopted Nov 7, 2023 .
- Equity plans: 2022 Omnibus Incentive Plan governs director awards; repricing of options prohibited without shareholder approval .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Potential Interlock/Overlap |
|---|---|---|
| Indian American International Chamber of Commerce | No | None disclosed |
| International Development Foundation, Inc. | No | None disclosed |
| CIGNA HealthSpring Insurance Company | No (acquired entity) | No current interlock disclosed |
Expertise & Qualifications
- Founding bank executive (Quantum), majority shareholder, extensive banking governance experience; retired physician adds operational discipline and stakeholder credibility .
- Independent status affirmed; serves on risk, compensation, and governance-focused committees reflecting finance and oversight capabilities .
Equity Ownership
| Holder | Shares | Nature of Ownership | % of Outstanding | Notes |
|---|---|---|---|---|
| Infinity Trust (Dec 1, 2017) | 1,153,312 | Sole voting/dispositive power by Trust | — | Trustee IL Advisors, LLC members Bryan Cohen and Dr. Suleka Neelagaru may be deemed to control the Trust |
| Narasimhulu Neelagaru, M.D. (direct) | 221,334 | Sole voting/dispositive power | — | Direct holdings |
| Restricted Stock (unvested) | 1,624 | Director grant (unvested as of 12/31/2024) | — | Included in beneficial ownership |
| Total beneficial ownership | 1,376,270 | Combined Trust + direct + unvested RS | 7.84% | As of March 20, 2025 |
| Pledged shares | Prohibited | Anti-pledging policy for executives/directors | — | Company policy bans pledging/hedging |
| Ownership guidelines | 5x annual Board retainer for directors | Compliance | — | As of 12/31/2024, all directors either satisfied or were progressing toward minimums |
Insider Trades
| Filing Date | Form | Transaction Summary | Link |
|---|---|---|---|
| June 4, 2024 | Form 4 | Reported director equity grant activity; includes Infinity Trust reference; attorney-in-fact signature by CFO | |
| June 3, 2025 | Form 4 | Reported director equity grant activity | |
| Reference page | Form 4 index/summary | HTBI Form 4 overview |
Fixed Compensation (Director Compensation Table – 2024 actual)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $38,500 |
| Stock Awards (grant-date fair value) | $44,839 |
| All Other Compensation | $374 |
| Total | $83,713 |
Other Governance Signals
- Mandatory retirement bylaws: General age 75 limit excluded for Dr. Neelagaru’s initial term; potential for up to two additional one-year terms if he and Infinity Trust maintain ≥5% ownership and he remains in good standing, subject to legal/regulatory requirements .
- Committee activity: Participates across asset/liability, compensation, and governance—key levers for risk, pay, and board refreshment .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support around 97% of votes cast (historical context) .
- 2025 annual meeting voting results (Item 5.07 8‑K):
- Election: Neelagaru 11,287,339 For; 654,598 Withheld; 3,256,228 Broker non‑votes—elected to one‑year term .
- Say‑on‑pay: 11,482,701 For; 357,695 Against; 101,541 Abstentions; 3,256,228 Broker non‑votes—approved .
Potential Conflicts & Related-Party Exposure
- Significant shareholder: Combined beneficial ownership of 7.84% via Infinity Trust and direct holdings; Infinity Trust governance involves family members through trustee control (IL Advisors, LLC) including Dr. Suleka Neelagaru (his daughter) .
- Related-party transactions policy: Audit Committee reviews/approves Item 404 transactions; ordinary-course banking transactions to directors/officers permitted on market terms per policy; no specific related-party transactions disclosed for Dr. Neelagaru in the proxy .
- Independence consideration: Board specifically assessed his founder/CEO history at Quantum when affirming independence .
Governance Assessment
- Strengths: Independent status affirmed; multi-committee service spanning risk, compensation, and governance; strong attendance; director equity grants and ownership guidelines support alignment; anti-hedging/pledging policy .
- Nuanced risks: High beneficial ownership via a family-associated trust could influence governance dynamics; bylaw carve‑out enabling continued service beyond general retirement age contingent on ownership threshold—monitor for independence perceptions and interlocks related to trust governance .
- Shareholder sentiment: Robust support on say‑on‑pay and his election in 2025; continue monitoring vote trends given ownership concentration .
RED FLAGS to watch:
- Ownership concentration (Infinity Trust + direct) at 7.84%—potential influence and perceived conflicts .
- Family involvement in trust governance (IL Advisors, LLC members include his daughter)—heightened related‑party sensitivity, though no Item 404 transactions disclosed .
- Bylaw exception and merger‑linked term extensions based on ownership—monitor for board refreshment balance and independence optics .