🧾 What This Document Is

This is a DEF 14A (Proxy Statement) from Hoyne Bancorp, Inc. Think of it as the official "playbook" and ballot for the company's first-ever annual shareholder meeting. Its purpose is to give shareholders the information they need to vote on two key company decisions. You'll find details on who is running the company, how they are paid, and what the major proposals are.

👉 Why it matters: As a shareholder, this is your direct line to corporate governance. Your vote shapes the company's leadership and oversight.

🏢 What The Company Does

Hoyne Bancorp is a bank holding company for Hoyne Savings Bank, based in Oak Park, Illinois. In simple terms, it’s a traditional community bank that accepts deposits, makes loans, and provides financial services to its local area.

The company recently underwent a major change: it converted from a mutual savings bank (owned by its depositors) to a public company owned by shareholders. This proxy statement is a direct result of that initial public offering (IPO) completed in December 2025.

📅 The Meeting & How To Vote

The 2026 Annual Meeting will be held in person:

• When: Thursday, May 28, 2026, at 4:00 p.m. Central Time.
• Where: Butterfield Country Club, 2800 Midwest Road, Oak Brook, Illinois.
• Record Date: To vote, you must have owned shares as of the close of business on April 7, 2026.

You can vote in three ways: 1) Online at annualgeneralmeetings.com/hyne2026, 2) By Mail using the provided proxy card, or 3) In Person at the meeting. The Board urges you to vote in advance to ensure your shares are counted.

🗳️ The Two Proposals You're Voting On

Shareholders will vote on just two items:

Proposal 1: Elect Three Directors. You are voting to elect David M. Opas, Janet H. Winningham, and Anthony M. Vaccarello to the board for a three-year term expiring in 2029. The Board recommends a "FOR" vote for all three.

Proposal 2: Ratify the Auditor. You are asked to approve the appointment of Wipfli LLP as the company's independent accounting firm for 2026. The Board recommends a "FOR" vote.

👉 Key Voting Rule: The director election uses a "pl plurality" standard (whoever gets the most votes wins), while the auditor ratification requires a "majority" of votes cast.

👥 Your Board of Directors & Management

The board has 9 members, divided into three classes. This year, you're voting on the "Class I" directors. The board includes a mix of long-tenured members and newer faces, with backgrounds in law, banking, and finance.

• Board Independence: The board has determined that five of its nine members are independent under Nasdaq rules, which is a key check on management.
• Key Executive: Walter F. Healy is the President & CEO. He has significant banking experience, including founding a community bank.

💰 Executive & Director Compensation

This section details how the top leaders are paid.

Named Executive Officers (2025):

• Walter F. Healy (CEO): Total compensation $676,323 (Salary: $449,231 + Bonus: $151,061 + Other: $71,031). His pay increased significantly after being promoted to CEO in July 2024.
• Thomas S. Manfre (CFO): Total compensation $352,792 (Salary: $276,731 + Bonus: $76,061).

Director Pay (2025): Directors earned between $45,000 and $57,000 in fees for their service on all company and bank boards. The Board Chair, Timothy S. Breems, Sr., earned the highest at $57,000.

👉 Why it matters: This transparency lets shareholders judge if pay aligns with company performance.

⚖️ Governance & Key Policies

The company outlines its rules for ethical operation and risk management:

• Code of Ethics: Applies to all directors, officers, and employees.
• Anti-Hedging Policy: Prohibits executives and directors from hedging the company's stock to avoid conflicts of interest.
• Clawback Policy: Allows the company to recover executive compensation if financial results are later restated.
• Cybersecurity Oversight: The Board receives regular reports on cybersecurity risks, with management responsible for day-to-day defense.

💵 Financial Snapshot & Auditor Fees

• Shares Outstanding: 8,096,938 shares as of the Record Date.
• Auditor Fees (Wipfli LLP): Fees for 2025 totaled $367,799, a large increase from 2024's $77,816. The jump is primarily due to work related to the company's conversion to a public entity.
• Employee Stock Ownership Plan (ESOP): An ESOP holds 647,755 shares (8.0% of the company) for employees, funded by a loan from the company itself. This is a significant ownership block.

🤝 Related Parties & Ownership

• Insider Loans: The bank has made loans to directors and executives in the normal course of business, which are stated to be on market terms and are performing well.
• Major Shareholder: The Hoyne Savings Bank ESOP Trust is the only holder known to own more than 5% of the stock (8.0%).
• Management & Board Holdings: As a group, directors and executive officers own 255,674 shares (3.2% of the company). No individual director or executive owns more than 1%.

🧠 The Analogy

Think of this proxy statement as the owner's manual and agenda for a major homeowner's association (HOA) meeting. The HOA (the company) is run by a board of directors (the Board). Before the meeting, every homeowner (shareholder) receives this manual, which explains who's on the board, what projects they've done (the financials), how much they pay the property manager (executive comp), and the rules of the community (governance policies). Now, homeowners must vote to re-elect some board members and approve hiring the same accounting firm for another year to audit the HOA's books.

🧩 Final Takeaway

This is Hoyne Bancorp's first annual meeting as a public company. Shareholders are being asked to ratify the new board of directors and the company's auditor. The document emphasizes stability and continuity following the IPO, with a focus on experienced leadership and established governance policies. Your vote will shape the oversight of this newly public community bank.