Richard T. Williams
About Richard T. Williams
Richard T. Williams, age 71, is Chairman of the Board of HomeTrust Bancshares, Inc. (HTB) and HomeTrust Bank, serving as Chairman since November 13, 2023 after previously holding roles as Vice Chairman and Lead Director since November 2017; he has been a director since April 1, 2016 . He retired from Duke Energy Corporation after a 37-year career across senior leadership roles, and currently serves as a director of Coca-Cola Consolidated, Inc., alongside significant community board engagements; he has received national recognition from NACD and the State of North Carolina for corporate leadership and service . He is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Vice President roles: Corporate Community Affairs; Environmental, Health & Safety; Enterprise Field Services; Diversity & Talent Management; Diversity, Ethics & Compliance (Chief Compliance Officer); Business & Community Relations | 37 years | Led compliance and ethics programs, diversity initiatives, and community relations at scale |
| Duke Energy Foundation | President | During Duke Energy tenure | Oversaw philanthropic strategy aligned to corporate communities |
External Roles
| Organization | Role | Tenure | Public/Private/Non-profit |
|---|---|---|---|
| Coca-Cola Consolidated, Inc. | Director | Current | Public company |
| Atrium Health | Board member | Current | Non-profit/health system |
| Billy Graham Evangelistic Association | Board member | Current | Non-profit |
| UNC Chapel Hill – Board of Trustees | Chair (2003–2005) | Past | Public university governance |
| Chapel Hill Chamber of Commerce | Chair (1995–1996) | Past | Non-profit |
| UNC General Alumni Association | Chair (2002) | Past | Non-profit |
| Durham Chamber of Commerce | Chair (2002) | Past | Non-profit |
| Greater Charlotte YMCA | Chair (2011–2013) | Past | Non-profit |
| The Mint Museum | Chair (2011–2013) | Past | Non-profit |
| National Association of Corporate Directors – Carolinas Chapter | Board member (past) | Past | Non-profit |
| Bank of Commerce | Director | 2008–2014 | Private/public (prior director experience) |
Board Governance
| Committee | Role | Chair? | Notes |
|---|---|---|---|
| Executive and Risk Committee | Member | Yes | Primary oversight of enterprise risk, information security program, risk appetite, and strategic risk reviews |
| Governance and Nominating Committee | Member | Yes | Oversees director nominations, governance guidelines, board/committee composition and evaluations |
| Compensation and Human Capital Committee | Member | No | Reviews executive compensation, incentive design, consultant oversight (Pearl Meyer), succession planning |
| Mergers and Acquisitions Committee | Member | No | Reviews potential M&A and recommends to Board |
- Independence: Williams is classified as an “independent director” under NYSE standards .
- Leadership structure: HTB separates CEO and Chair roles to enhance oversight; Williams serves as independent Chair .
- Attendance: In FY2024, the Company and Bank boards each met eight times; no incumbent director attended fewer than 75% of board and committee meetings, and all directors attended the last annual meeting .
- Board refresh: As of the proxy’s assumptions, nine independent directors (90%) and diverse composition by gender and race .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $63,000 | Includes annual retainer, chair and committee fees, and meeting fees |
| Change in Pension Value/Deferred Comp Earnings | $436 | Above-market interest (Williams does not participate in Director Emeritus Plan) |
| All Other Compensation | $374 | Dividends on unvested restricted stock |
| Total (Cash + Other) | $63,810 | Sum of cash, change in pension value/interest, and other |
Director fee structure (FY2024) and recent changes:
- FY2024: Annual cash retainer $34,000; per-meeting fees; committee meeting fee $750 (≥1 hour); annual restricted stock targeted ~$34,000; Chair retainer $15,000; Audit Chair $10,000; Compensation Chair $7,500; Governance Chair $5,000 .
- Changes approved March 23, 2025: annual restricted stock target increased to $40,000 (effective June 1, 2025); committee meeting fees payable for meetings ≥30 minutes (effective Jan 1, 2025); Chair retainer increased to $40,000 (effective Jan 1, 2025); Audit Chair $12,000, Compensation Chair $9,000, Governance Chair $6,000 (effective Mar 1, 2025); new Asset/Liability Chair retainer $3,000 (effective Mar 1, 2025); M&A Committee Chair per-meeting fee $1,500 (effective Jan 1, 2025) .
Performance Compensation
| Equity Award (Director) | Grant Date | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Restricted Stock | May 31, 2024 | 1,624 | $44,839 | Vests in full on May 31, 2025 |
| Stock Options (Outstanding) | Various (legacy awards) | 12,000 | — | Currently exercisable/within 60 days of 3/20/2025 |
Company incentive metrics (context for pay-for-performance oversight):
| Metric (FY2024) | Threshold | Target | Maximum | Actual | Payout Achievement |
|---|---|---|---|---|---|
| Pre-Tax, Pre-Provision Income ($mm) | $61.9 | $72.9 | $83.8 | $79.3 | 129.4% |
| Efficiency Ratio (%) | 67.01% | 62.37% | 57.99% | 60.12% | 125.7% |
- Clawbacks: HTB maintains clawback provisions for incentive and equity awards; mandatory exchange-listing clawback policy adopted November 7, 2023 .
- No hedging/pledging: Executives and directors prohibited from hedging, short sales, and pledging company stock .
Other Directorships & Interlocks
| Company | Relationship to HTB | Potential Interlock Risk |
|---|---|---|
| Coca-Cola Consolidated, Inc. (Public) | External directorship | No related-party transactions disclosed; standard related-party review policy in place |
| Atrium Health; Billy Graham Evangelistic Association | External boards (non-profit) | Community ties; no HTB transactions disclosed |
- Related-party transaction oversight: Audit Committee reviews/approves related-party transactions under a formal policy; ordinary-course loans to insiders are made on market terms per regulation .
Expertise & Qualifications
- Compliance and Ethics: Former Chief Compliance Officer at Duke Energy; deep governance and ethics background .
- Risk Oversight: Chairs Executive and Risk Committee; oversees cybersecurity and enterprise risk frameworks .
- Governance Leadership: Chairs Governance and Nominating Committee; prior Lead Director; drives board refreshment and evaluation .
- Community Leadership and Recognition: NACD Top 100 Directors (2020), “Heroes of the Fortune 500” (2015), and Order of the Long Leaf Pine honor .
Equity Ownership
| Ownership Item (as of 3/20/2025) | Quantity | % of Shares Outstanding | Notes |
|---|---|---|---|
| Total Beneficial Ownership (Common Stock) | 36,246 | 0.21% | Includes direct/indirect holdings |
| Options (Exercisable or within 60 days) | 12,000 | — | Included in beneficial ownership calculations per SEC rules |
| Unvested Restricted Stock (Director grant) | 1,624 | — | Awarded May 31, 2024; scheduled to vest May 31, 2025 |
| Pledging/Hedging | Prohibited | — | Anti-hedging and anti-pledging policy applies to directors |
| Ownership Guidelines | 5x annual Board retainer | — | All directors either met or were progressing toward minimums as of Dec 31, 2024 |
Governance Assessment
- Positive signals:
- Independent Chair with prior Lead Director tenure; robust separation of Chair and CEO enhances oversight .
- Chairs Executive and Risk and Governance and Nominating Committees; strong alignment to risk and governance best practices .
- High investor support: ~97% say-on-pay approval in May 2024; annual say-on-pay practice and investor engagement .
- Attendance and engagement: No director below 75% attendance; all directors attended the last annual meeting .
- Alignment policies: Stock ownership guidelines for directors (5x retainer), and anti-hedging/pledging prohibitions .
- Watch items:
- Multiple external commitments (public and non-profit boards) can dilute time; however, no attendance shortfall disclosed .
- Compensation Committee membership while serving as Board Chair concentrates influence; mitigated by independent composition and use of an independent consultant (Pearl Meyer) .
- No related-party transactions disclosed specific to Williams; continued Audit Committee oversight policy remains critical .
RED FLAGS: None disclosed related to hedging/pledging, related-party transactions, attendance shortfalls, or say-on-pay challenges. HTB prohibits hedging/pledging and maintains formal related-party transaction review .