Robert E. James, Jr.
About Robert E. James, Jr.
Independent director at HomeTrust Bancshares (HTB); age 74 (as of 12/31/2024) with 42+ years in banking. Joined the HTB board on April 1, 2016 (director since 2016) and currently serves through a term expiring in 2026. President of Robert E. James Advisors, LLP; prior CEO and senior leadership roles at Fifth Third Bank (NC), First Charter, and Centura. The Board has determined Mr. James is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert E. James Advisors, LLP | President | Current | Advises CEOs/executives on performance and leadership. |
| Grant Thornton LLP | Senior Advisor, Banking & Securities | 2012–2015 | Industry practice advisor. |
| Fifth Third Bank, North Carolina | President & CEO | 2008–2012 | Led bank operations; also Vice-Chair of Fifth Third Bank, NC Board (2011–2014). |
| First Charter Corporation | President & CEO | 2004–2008 | CEO leadership through pre-acquisition period. |
| First Charter Corporation | Chief Banking Officer | 1999–2004 | Oversaw banking operations. |
| Centura Banks, Inc. | EVP | 1989–1999 | Senior executive roles. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Salvation Army, Charlotte Area Command | Board member | Current | Community leadership. |
| Fifth Third Bank, North Carolina | Board Vice-Chair | 2011–2014 | Financial services governance. |
| North Carolina Bankers Association | Board member; Chair | Chair 2007–2008 | Industry leadership. |
| UNC Chapel Hill – Board of Visitors | Board member | Prior | Higher ed advisory role. |
| Providence United Methodist Church, Charlotte | Executive Committee; Chair of SPRC | Prior | Community/non-profit leadership. |
Board Governance
- Independence: The Board counts Mr. James among its independent directors under NYSE rules. Nine of ten post-meeting directors will be independent.
- Attendance: In FY2024, no incumbent director attended fewer than 75% of board/committee meetings on which they served; the Board met eight times. All directors attended the last annual meeting of stockholders.
- Committee assignments (current):
- Compensation & Human Capital Committee – Member (independent-only committee).
- Executive & Risk Committee – Member.
- Governance & Nominating Committee – Member (independent-only committee).
- Mergers & Acquisitions Committee – Chair.
- Leadership structure: CEO and Chair roles separated; Chair is Richard T. Williams.
- Tenure policy: Mandatory director retirement at age 75 (general bylaw); separate exception applies only to Dr. Neelagaru.
Fixed Compensation (Director; FY2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $43,000 | Annual retainer and meeting/committee fees per program. |
| Equity (Stock awards grant-date fair value) | $44,839 | Annual restricted stock award. |
| All other compensation | $374 | Dividends on unvested shares. |
| Total | $88,213 |
- Program structure (FY2024): $34,000 annual cash retainer; $750 per committee meeting (≥1 hour); annual director 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. Changes effective in 2025 increased grant target to $40,000 and certain chair retainers/fees.
Performance Compensation (Director Equity Mechanics)
| Grant Type | Grant Date | Shares/Units | Vesting/Performance | Grant-Date Value |
|---|---|---|---|---|
| Restricted Stock (time-based) | May 31, 2024 | 1,624 | Vests in full on May 31, 2025 (annual director grant). | $44,839 |
Note: Directors do not receive performance-conditioned equity; equity awards are time-based. Performance metrics apply to executives, not to director compensation.
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| — | — | — | No current other public company directorships disclosed for Mr. James in the proxy. |
Expertise & Qualifications
- 42+ years in banking, including CEO and senior executive roles at multiple banks; brings credit, operations, and P&L leadership experience.
- Governance experience across Compensation, Governance & Nominating, Executive & Risk, and M&A committees; chairs M&A committee (strategic transactions).
- Independent status; Board separates Chair/CEO roles; strong risk oversight through committee structure.
- Say-on-pay support at last annual meeting (~97%), indicating broad shareholder alignment with compensation governance.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (incl. certain options) | 31,321 shares (0.18% of outstanding) |
| Options — exercisable within 60 days | 12,000 shares |
| Unvested restricted shares (as of 12/31/2024) | 1,624 shares |
| Ownership guidelines (directors) | 5× annual board retainer; assessed annually. |
| Compliance status | As of 12/31/2024, all directors either satisfied or were progressing toward guidelines. |
| Hedging/pledging | Prohibited by policy (no hedging, short sales, or pledging). |
Related-Party Exposure and Conflicts
- Policy: Audit Committee reviews, approves, or ratifies related-party transactions under a written policy (Reg S-K 404(a) framework). Ordinary-course banking relationships must be on market terms with no unusual risk.
- Disclosures: The 2025 proxy includes the policy and does not enumerate any related-party transactions involving Mr. James; directors’ ordinary-course loans, if any, must be on substantially the same terms as non-related customers.
Governance Assessment
- Strengths:
- Independent director with multi-decade banking CEO experience; broad committee load including Compensation, Governance & Nominating, Executive & Risk; chairs M&A—aligned with strategic oversight.
- Solid attendance culture (≥75% across directors), anti-hedging/pledging, and robust stock ownership guidelines for directors.
- Director pay balanced between modest cash retainer/fees and annual equity; no option repricing and strong clawbacks for executives; say-on-pay support ~97% in 2024.
- Watch items / potential red flags:
- Mandatory retirement at age 75 per bylaws may drive near-term refresh and succession planning considerations for directors at or approaching that age; the bylaw includes an exception only for Dr. Neelagaru under merger terms.
- No specific conflicts disclosed for Mr. James; continue to monitor related-party transactions and committee independence (especially Compensation & M&A) given his leadership roles.