🔖 What This Document Is

This is a proxy statement (DEF 14A) for HomeTrust Bancshares, Inc. (HTB). Think of it as an official invitation and information packet for the company's annual shareholder meeting. It explains what shareholders will vote on, who is running the company, and how the company is governed.

👉 In simple terms: It's your annual report card on the company's leadership and a ballot for you, the owner, to cast your votes.

📅 The Meeting: Monday, May 18, 2026, at 10:00 a.m. local time, at the Highland Brewing Company, 12 Old Charlotte Highway, Asheville, North Carolina 28803. 📅 Record Date: You must have owned shares by March 19, 2026, to vote.

🏢 What The Company Does

👉 In simple terms: HomeTrust Bancshares is the parent company of HomeTrust Bank, a regional community bank based in Asheville, North Carolina. They accept deposits, make loans (like mortgages and business loans), and provide other basic banking services to individuals and businesses in the Southeast U.S.

They focus on "smart growth" while trying to maintain a local, relationship-based banking culture. They also have a significant Employee Stock Ownership Plan (KSOP), meaning employees are also part-owners.

🗳️ What You're Voting On: The 3 Main Proposals

Shareholders will vote on three key items. The Board of Directors recommends voting FOR all of them.

Proposal 1: Elect Three Directors.
- Who: Jesse J. Cureton, Jr., Dwight L. Jacobs, and Narasimhulu Neelagaru, M.D.
- Why it matters: The board guides the company's strategy. Cureton and Jacobs are nominated for 3-year terms, while Dr. Neelagaru is nominated for a special 1-year term due to a merger agreement and a mandatory retirement age rule.
Proposal 2: Advisory Vote on Executive Compensation ("Say on Pay").
- What it is: A non-binding vote where shareholders express their opinion on how much the top executives are paid. It's a "temperature check" on whether the compensation plan seems fair and aligned with performance.
Proposal 3: Ratify the Appointment of Crowe LLP as Auditor.
- What it is: A vote to approve the company's choice of accounting firm (Crowe LLP) to audit its financials for 2026. This is a routine but important oversight step.

👥 Board of Directors: Who's in Charge?

The board currently has 10 members but will shrink to 9 after Robert E. James, Jr. retires. Assuming the nominees are elected, the board will be:

56% new within the past 5 years (showing board refreshment).
33% women.
44% from racial minority groups.
89% independent (not part of management).

Key Leadership:

Chairman: Richard T. Williams (independent).
Vice Chairman, President & CEO: C. Hunter Westbrook (the only management member on the board).

Special Note on Dr. Neelagaru: He is a former bank founder whose company merged with HomeTrust in 2023. The merger deal allows him to stay on the board for up to two more 1-year terms as long as he and his related trust own at least 5% of the company's stock, which they do (8.19%).

💼 Executive Compensation & Management

The document details the pay for top executives like the CEO, CFO, and other senior leaders. Their compensation includes base salary, annual bonuses, and long-term incentives like stock awards.

Why it matters: This structure is designed to reward performance and align executives' interests with shareholders'. The "Say on Pay" vote lets shareholders judge if it's working.

Key Executive: C. Hunter Westbrook is the CEO and has been with the company for over 13 years. His 2025 total compensation is detailed in the filing.

📊 Major Shareholders: Who Owns the Most Stock?

As of March 19, 2026, these are the large investors known to management:

FJ Capital Management LLC et al.: Owns 9.56%.
Infinity Trust & Dr. Neelagaru: Own 8.19%.
BlackRock, Inc.: Owns 7.01%.

All directors and executives together own about 11.02% of the company, giving them significant "skin in the game."

🏛️ Governance & Risk Oversight

The company emphasizes strong corporate governance. Key points:

Board Structure: The roles of Chairman (independent director) and CEO are separate, which enhances board independence.
Committees: The board has specialized committees (Audit, Compensation, Risk, etc.) that focus on specific oversight areas.
Risk Management: The board oversees major risks like credit, interest rates, and cybersecurity. Management handles daily risk management.
Ethics: A Code of Ethics and Conduct applies to all directors, officers, and employees.

🌱 Environmental, Social & Governance (ESG) Highlights

The company integrates ESG into its operations:

Environmental: They are reducing paper use, recycling, upgrading to energy-efficient systems, and supporting remote work to cut commutes.
Social (Community): They have dedicated staff for community development, run first-time homebuyer programs, partner with Habitat for Humanity, and promote financial literacy. In 2025, they provided ~$68M in community development loans and gave ~$530,000 in donations.
Social (Employees): They focus on culture, engagement, benefits (like parental leave), and have been recognized as a "Best Bank to Work For."
Governance: As detailed above, with a diverse and independent board.

🔍 Key Dates & Logistics

April 6, 2026: Proxy materials are made available online.
May 18, 2026 (10:00 a.m.): Annual Meeting at Highland Brewing Company, Asheville, NC.
How to Vote: You can vote by mail, telephone, internet, or in person at the meeting.
Quorum Needed: At least one-third of outstanding shares must be present to hold the meeting.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

A refreshed, diverse, and independent board with strong community and industry experience.
Clear governance and risk oversight structures.
Demonstrated commitment to community and employees (ESG).
Significant insider ownership aligns management with shareholders.

⚠️ Risks & Considerations:

As a bank, it is exposed to economic cycles, interest rate changes, and credit risk.
The special board seat arrangement for Dr. Neelagaru is unusual and must be monitored.
Executive compensation is always under shareholder scrutiny (the "Say on Pay" vote).

🧠 The Analogy

This document is like the owner's manual and agenda for a family-owned neighborhood business's annual meeting. It tells you who the managers are, how they're paid, who the biggest "family" owners are, and asks you to vote on the key decisions—like hiring the lead accountant and approving the plan for the coming year. It also reassures you that the business is taking care of its building (environment), its employees (social), and has clear rules for how decisions are made (governance).

🧩 Final Takeaway

Your annual shareholder meeting is your chance to influence HomeTrust Bancshares' leadership. You're voting to approve the board's composition, get a read on executive pay, and sign off on the company's auditors. The filing shows a company with a refreshed board, a strong community focus, and a governance structure designed for independent oversight.

HomeTrust Bancshares, Inc. — DEF 14A Filing