G
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
|
Sincerely, | |
/s/Len E. Williams | |
Len E. Williams | |
President and Chief Executive Officer |
Proposal 1.
|
Election
of three directors of Home Federal Bancorp, Inc. for three-year
terms;
|
Proposal
2.
|
Ratification
of the appointment of Moss Adams LLP as Home Federal Bancorp, Inc.'s
independent auditor for the fiscal year ending September 30, 2009;
and
|
Proposal
3.
|
Adoption
of the Home Federal Bancorp, Inc. 2008 Equity Incentive
Plan.
|
BY ORDER OF THE BOARD OF DIRECTORS | |
/s/Eric S. Nadeau | |
Eric S. Nadeau | |
Secretary |
Date: | Friday, January 16, 2009 |
Time:
|
3:00
p.m., local time
|
Place:
|
Nampa
Civic Center, Home Federal Room, 311 3rd
Street South, Nampa, Idaho
|
Proposal 1.
|
Election
of three directors of Home Federal for three-year
terms;
|
Proposal
2.
|
Ratification
of the appointment of Moss Adams LLP as our independent auditor for the
fiscal year ending September 30, 2009;
and
|
Proposal 3.
|
Adoption
of the Home Federal Bancorp, Inc. 2008 Equity Incentive
Plan.
|
●
|
submitting
a new proxy with a later date;
|
●
|
notifying
the Secretary of Home Federal in writing before the annual meeting that
you have revoked your proxy; or
|
●
|
voting
in person at the annual meeting.
|
●
|
those
persons or entities (or groups of affiliated person or entities) known by
management to beneficially own more than five percent of Home Federal's
common stock other than directors and executive
officers;
|
●
|
each
director and director nominee of Home
Federal;
|
●
|
each
executive officer of Home Federal or Home Federal Bank named in the
Summary Compensation Table appearing under "Executive Compensation" below
(known as "named executive officers");
and
|
●
|
all
current directors and executive officers of Home Federal and Home Federal
Bank as a group.
|
Name
|
Number
of Shares
Beneficially
Owned (1)
|
Percent
of Common Stock
Outstanding
|
||
Beneficial
Owners of More Than 5%
|
||||
Advisory
Research, Inc.
180
North Stetson, Suite 5500
Chicago,
Illinois 60601
|
1,118,947
(2)
|
6.44%
|
||
Capital
World Investors
333
South Hope Street
Los
Angeles, California 90071
|
1,384,249
(3)
|
7.97
|
||
Home
Federal Bancorp, Inc. Employee Stock Ownership Plan
500
12th
Avenue South
Nampa,
Idaho 83651
|
1,359,761
(4)
|
7.83
|
||
Keeley
Asset Management Corp.
401
South LaSalle Street
Chicago,
Illinois 60605
|
1,705,691
(5)
|
9.82
|
||
(Table
continues on following page)
|
Name |
Number
of Shares
Beneficially Owned (1)
|
Percent
of Common Stock
Outstanding
|
||
Wellington
Management Company, LLP
75
State Street
Boston,
Massachusetts 02109
|
1,630,128
(6)
|
9.38
|
||
Director
Nominee
|
||||
Brad
J. Little
|
--
|
*
|
||
Directors
|
||||
Daniel
L. Stevens (7)
|
209,009
(8)
|
1.20
|
||
N.
Charles Hedemark
|
57,684
(9)
|
*
|
||
Fred
H. Helpenstell, M.D.
|
72,864
|
*
|
||
Richard
J. Navarro
|
12,496
|
*
|
||
James
R. Stamey
|
37,872
(10)
|
*
|
||
Robert
A. Tinstman
|
57,184
|
*
|
||
Len
E. Williams (7)
|
109,917
|
*
|
||
Named
Executive Officers
|
||||
Eric
S. Nadeau
|
5,000
|
*
|
||
Robert
A. Schoelkoph
|
51,749
|
*
|
||
Steven
D. Emerson
|
27,287
|
*
|
||
Steven
K. Eyre
|
23,762
|
*
|
||
Cindy
L. Bateman
|
5,691
|
|||
Directors
and Executive Officers of Home Federal
and
Home Federal Bank as a group (13 persons)
|
670,515
|
3.82
|
||
*
|
Less
than one percent of shares outstanding.
|
(1)
|
The
amounts shown also include the following number of shares which the
indicated individuals have the right to acquire within 60 days of the
voting record date through the exercise of stock options: Mr. Stevens -
65,499; Messrs. Hedemark, Helpenstell, Stamey and Tinstman - 15,239; Mr.
Navarro - 9,088; Mr. Williams - 35,470; Mr. Emerson - 12,263; Mr. Eyre -
5,680, Ms. Bateman - 542; and all directors and officers as a group -
189,498.
|
(2)
|
Based
solely on a Schedule 13F dated November 14, 2008 regarding shares owned as
of September 30, 2008.
|
(3)
|
Based
solely on a Schedule 13F dated November 14, 2008 regarding shares owned as
of September 30, 2008, reporting sole voting and dispositive power with
respect to the shares reported. According to a Schedule 13G dated February
11, 2008, Capital World Investors, an investment adviser and a division of
Capital Research and Management Company ("CRMC"), is deemed to be the
beneficial owner of the shares reported as a result of CRMC acting as
investment adviser to various investment companies registered under
Section 8 of the Investment Company Act of 1940.
|
(4)
|
As
of September 30, 2008, the Home Federal Bancorp, Inc. Employee Stock
Ownership Plan had sole voting power with respect to 1,212,295 shares,
shared voting power with respect to 155,723 shares and sole dispositive
power with respect to 1,359,761 shares.
|
(5)
|
Based
solely on a Schedule 13F dated November 10, 2008 regarding shares owned as
of September 30, 2008, reporting sole voting power with respect to
1,672,346 shares and sole dispositive power with respect to 1,705,691
shares.
|
(6)
|
Based
solely on a Schedule 13F dated November 14, 2008 regarding shares owned as
of September 30, 2008, reporting sole voting power with respect to
1,302,680 shares and shared dispositive power with respect to 1,630,128
shares. According to a Schedule 13G dated February 14, 2008, the shares
reported are owned of record by clients of Wellington Management Company
LLP, an investment adviser. Those clients have the right to receive, or
the power to direct the receipt of, dividends from, or the proceeds from
the sale of, the securities reported. No such client is known to have such
right or power with respect to more than five percent of this class of
securities, except Bay Pond Partners, L.P., which reported shared voting
and dispositive power with respect to 905,789 shares.
|
(7)
|
Messrs.
Stevens and Williams are also named executive officers.
|
(8)
|
Includes
28,400 shares held solely by his wife, all of which have been
pledged.
|
(9)
|
Includes
28,900 shares held jointly with his wife.
|
(10)
|
Includes
11,360 shares held jointly with his
wife.
|
Name
|
Age
(1)
|
Position(s)
Held with Home Federal
and
Home Federal Bank
|
Director
Since
|
Term
to
Expire
|
Nominees
|
||||
Daniel
L. Stevens
|
65
|
Chairman
|
1996
|
2012
(2)
|
Richard
J. Navarro
|
56
|
Director
|
2005
|
2012
(2)
|
Brad
J. Little
|
54
|
None
currently
|
N/A
|
2012
(2)
|
Directors
Continuing in Office
|
||||
James
R. Stamey
|
65
|
Director
|
2001
|
2010
|
Robert
A. Tinstman
|
62
|
Director
|
1999
|
2010
|
N.
Charles Hedemark
|
66
|
Director
|
1983
|
2011
|
Len
E. Williams
|
49
|
Director,
President and Chief Executive Officer
|
2007
|
2011
|
(1)
|
As
of September 30, 2008.
|
(2)
|
Assuming
re-election or election.
|
Change
in
|
||||||||||||||
Pension
|
||||||||||||||
Value
|
||||||||||||||
and
Non-
|
||||||||||||||
Non-Equity
|
qualified
|
|||||||||||||
Fees
|
Incentive
|
Deferred
|
All
|
|||||||||||
Earned
|
Plan
|
Compen-
|
Other
|
|||||||||||
or
Paid
|
Stock
|
Option
|
Compen-
|
sation
|
Compen-
|
|||||||||
in
Cash
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Total
|
||||||||
Name
|
($)
|
($)(1)(2)
|
($)(1)(3)
|
($)(4)
|
($)(5)
|
($)(6)
|
($)
|
|||||||
Fred
H. Helpenstell, M.D.
|
25,500
|
30,287
|
9,301
|
2,819
|
28,006
|
1,735
|
97,648
|
|||||||
Thomas
W. Malson (7)
|
10,250
|
30,287
|
9,301
|
3,601
|
14,232
|
1,735
|
69,406
|
|||||||
N.
Charles Hedemark
|
27,050
|
30,287
|
9,301
|
2,971
|
4,915
|
1,735
|
76,259
|
|||||||
James
R. Stamey
|
26,000
|
30,287
|
9,301
|
10,560
|
10,757
|
1,735
|
88,640
|
|||||||
Robert
A. Tinstman
|
25,500
|
30,287
|
9,301
|
12,394
|
7,659
|
1,735
|
86,876
|
|||||||
Richard
J. Navarro
|
26,750
|
5,140
|
11,440
|
2,794
|
4,885
|
313
|
51,322
|
|||||||
(1)
|
The
directors did not receive any equity awards in the year ended September
30, 2008. Represents the dollar amount of expense recognized for financial
statement reporting purposes in fiscal 2008 for awards made in prior years
and being earned by the director ratably over the five-year period from
the date of the award. Amounts are calculated pursuant to the provisions
of Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 123 (revised 2004), "Share-Based Payment" ("FAS 123R"). For
a discussion of valuation assumptions, see Note 9 of the Notes to
Consolidated Financial Statements in Home Federal=s
Annual Report on Form 10-K for the year ended September 30,
2008.
|
(2)
|
For
Directors Helpenstell, Malson, Hedemark, Stamey and Tinstman, represents
an award of 11,924 shares of restricted stock with a grant date fair value
of $151,435. For Director Navarro, represents an award of 2,000 shares of
restricted stock with a grant date fair value of $25,700. As of September
30, 2008, Directors Helpenstell, Malson, Hedemark, Stamey and Tinstman
each had 8,127 shares of restricted stock outstanding
and Director Navarro had 1,818 shares of restricted stock
outstanding.
|
(3)
|
For
Directors Helpenstell, Malson, Hedemark, Stamey and Tinstman, represents a
grant of options to purchase 22,357 shares of common stock with a grant
date fair value of $46,503. For Director Navarro, represents a grant of
options to purchase 20,000 shares of common stock with a grant date fair
value of $57,200. As of September 30, 2008, Directors Helpenstell, Malson,
Hedemark, Stamey and Tinstman each had 15,239 vested and 10,159 unvested
options outstanding and Director Navarro had 9,088 vested and 13,632
unvested options outstanding.
|
(4)
|
Represents
the expense to accrue the estimated present value of future benefits for
the director deferred incentive plan.
|
(5)
|
Represents
the aggregate change in actuarial present value of each director=s
accumulated benefit under the director retirement plan.
|
(6)
|
Represents
dividends received on unvested restricted stock.
|
(7)
|
Director
Malson retired from the Boards of Directors of Home Federal and Home
Federal Bank effective as of January 30, 2008. In connection with his
retirement, the Boards took action to reduce the number of directors from
eight to seven.
|
●
|
to
attract and retain key executives who are highly qualified and are vital
to our long-term success;
|
●
|
to
provide levels of compensation commensurate with those offered in the
Treasure Valley as measured by local, regional, and national financial
industry compensation surveys;
|
●
|
to
align the interests of executives with stockholders by having a
significant portion of total compensation based on meeting or exceeding
defined performance measures;
|
●
|
to
motivate executives to enhance long-term stockholder value and thereby
helping them build their own personal ownership in Home Federal;
and
|
●
|
to
integrate the compensation program with our long-term strategic planning
and management process.
|
●
|
Base
salaries for executives generally are targeted between the 50th
and 75th
percentiles.
|
●
|
The
Annual Incentive Plan will provide cash compensation at the 50th
percentile when target performance- based goals are achieved
and between the 50th
and 75th
percentiles if annual goals are
exceeded.
|
●
|
Performance-based
Long-Term Incentive Plan was not offered last year; however, it is being
researched for future
consideration.
|
Performance
Metric
|
Threshold
|
Target
|
Target
Plus
|
Stretch
|
||||||||||||
Income
before income taxes
|
$ |
5,825,000
|
$ |
6,472,000
|
$ |
7,119,000
|
$ |
9,061,000
|
Name
|
Threshold
|
Target
|
Target
Plus
|
Stretch
|
Cash
Award
($)
|
|||||||||||||||
Len
E. Williams
|
25% | 50% | 100% | 150% | -- | |||||||||||||||
Daniel
L. Stevens
|
25% | 50% | 100% | 150% | -- | |||||||||||||||
Eric
S. Nadeau
|
20% | 40% | 80% | 120% | -- | |||||||||||||||
Robert
A. Schoelkoph
|
7.5% | 15% | 30% | 45% | -- | |||||||||||||||
Steven
D. Emerson
|
20% | 40% | 80% | 120% | -- | |||||||||||||||
Steven
K. Eyre
|
20% | 40% | 80% | 120% | -- | |||||||||||||||
Cindy
L. Bateman
|
15% | 30% | 60% | 90% | 8,682 |
Name
|
Target
|
Target
Plus
|
||||||
Len
E. Williams
|
50% | 100% | ||||||
Eric
S. Nadeau
|
40% | 80% | ||||||
Steven
D. Emerson
|
40% | 80% | ||||||
Steven
K. Eyre
|
40% | 80% | ||||||
Cindy
L. Bateman
|
30% | 60% |
Performance
Metrics
|
Weight
|
Target
|
Target
Plus
|
|||
Total
revenue
|
25% |
Budget
|
105%
of budget
|
|||
Income
before income taxes and incentive compensation
|
75%
|
Budget
|
115%
of budget
|
2008
Peer Group
|
|
PremierWest
Bancorp (PRWT)
Horizon
Financial Corp. (HRZB)
First
Financial Northwest, Inc. (FFNW)
HF
Financial Corp. (HFFC)
Columbia
Bancorp (CBBO)
Intermountain
Community Bancorp (IMCB)
Pacific
Continental Corporation (PCBK)
Washington
Banking Company (WBCO)
Heritage
Financial Corporation (HFWA)
Riverview
Bancorp, Inc. (RVSB)
|
Rainier
Pacific Financial Group, Inc. (RPFG)
Team
Financial, Inc. (TFIN)
Blue
Valley Ban Corp. (BVBC)
BNCCORP,
Inc. (BNCC)
Timberland
Bancorp, Inc. (TSBK)
The
Bank Holdings (TBHS)
Idaho
Independent Bank (IIBK)
Landmark
Bancorp, Inc. (LARK)
Pacific
Financial Corporation (PFLC)
Cowlitz
Bancorporation (CWLZ)
|
Compensation Committee: | N. Charles Hedemark, Chairman |
Fred H. Helpenstell, M.D. | |
Richard J. Navarro | |
James R. Stamey |
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(1)
|
Non-Equity
Incentive Plan Compen-sation
($)(2)
|
Change
in Pension Value and Non-qualified Deferred Compen-sation
Earnings
($)(3)
|
All
Other
Compen-
sation
($)(4)
|
Total
($)
|
|||||||||
Len
E. Williams (5)
|
2008
|
228,750
|
--
|
62,931
|
58,564
|
--
|
54,889
|
23,267
|
458,401
|
|||||||||
President
and Chief Executive
|
2007
|
204,583
|
--
|
45,900
|
54,099
|
--
|
50,434
|
34,375
|
389,391
|
|||||||||
Officer
of Home Federal and
|
||||||||||||||||||
Home
Federal Bank
|
||||||||||||||||||
Daniel
L. Stevens (5)
|
2008
|
244,400
|
150,000
|
189,288
|
136,680
|
55,107
|
151,551
|
90,752
|
1,017,778
|
|||||||||
Chairman
of Home Federal and
|
2007
|
244,400
|
--
|
189,288
|
83,623
|
83,656
|
181,473
|
76,457
|
858,897
|
|||||||||
Home
Federal Bank
|
||||||||||||||||||
Eric
S. Nadeau (6)
|
2008
|
50,974
|
--
|
2,735
|
4,175
|
--
|
--
|
42,006
|
99,890
|
|||||||||
Executive
Vice President, Treasurer,
|
||||||||||||||||||
Secretary
and Chief Financial
|
||||||||||||||||||
Officer
of Home Federal and
|
||||||||||||||||||
Home
Federal Bank
|
||||||||||||||||||
Robert
A. Schoelkoph (7)
|
2008
|
125,100
|
--
|
80,348
|
35,971
|
13,093
|
41,353
|
34,994
|
330,859
|
|||||||||
Former
Chief Financial Officer
|
2007
|
125,096
|
--
|
75,715
|
31,002
|
24,996
|
38,337
|
29,714
|
324,860
|
|||||||||
of
Home Federal and Home
|
||||||||||||||||||
Federal
Bank
|
||||||||||||||||||
Steven
D. Emerson (8)
|
2008
|
144,583
|
--
|
27,319
|
23,135
|
--
|
20,919
|
29,356
|
245,312
|
|||||||||
Executive
Vice President and Chief
|
||||||||||||||||||
Lending
Officer of Home Federal
|
||||||||||||||||||
Bank
|
||||||||||||||||||
Steven
K. Eyre (9)
|
2008
|
115,625
|
--
|
8,595
|
10,988
|
--
|
21,095
|
43,980
|
200,283
|
|||||||||
Executive
Vice President of Consumer
|
||||||||||||||||||
Banking
of Home Federal Bank
|
||||||||||||||||||
Cindy
L. Bateman (8)
|
2008
|
115,763
|
8,682
|
6,181
|
9,278
|
--
|
--
|
5,446
|
145,350
|
|||||||||
Senior
Vice President and
|
||||||||||||||||||
Chief
Credit Officer
|
||||||||||||||||||
(1)
|
Represents
the dollar amount of expense recognized for financial statement reporting
purposes in fiscal 2008 for awards made in 2008 and prior years and being
earned by the officer ratably over the vesting period of the award.
Amounts are calculated pursuant to the provisions of FAS 123R. For a
discussion of valuation assumptions, see Note 9 of the Notes to
Consolidated Financial Statements in Home Federal's Annual Report on Form
10-K for the year ended September 30, 2008.
|
(2)
|
Represents
the expense to accrue the estimated present value of future benefits for
the executive deferred incentive agreements. For Mr. Stevens, the director
deferred incentive plan is included, as well.
|
(3)
|
Represents
the aggregate change in actuarial present value of each named executive
officer's accumulated benefit under his or her salary continuation
agreement. Mr. Nadeau's salary continuation agreement was not effective
until October 1, 2008.
|
(4)
|
Please
see the table below for more information on the other compensation paid to
our named executive officers in the year ended September 30,
2008.
|
(5)
|
Mr.
Stevens stepped down as President and Chief Executive Officer of Home
Federal and Chief Executive Officer of Home Federal Bank effective as of
January 30, 2008. Mr. Williams was appointed to those positions at that
time.
|
(6)
|
Mr.
Nadeau was hired effective as of June 5, 2008. His base salary is
$165,000.
|
(Footnotes
continue on following page)
|
(7)
|
On
May 20, 2008, Home Federal announced that Mr. Schoelkoph, Senior Vice
President, Treasurer, Secretary and Chief Financial Officer of Home
Federal and Home Federal Bank would be retiring effective as of October 4,
2008.
|
(8)
|
Mr.
Emerson and Ms. Bateman were not named executive officers prior to 2008;
therefore, prior years are not included.
|
(9)
|
Mr.
Eyre was hired in December 2007. His base salary is
$150,000.
|
Name
|
401(k)
Matching
Contribu-
tion
($)
|
ESOP
Contribu-
tion
($)(1)
|
Company
Car/Car Allowance
($)
|
Restricted
Stock
Dividends
($)
|
Board
Fees
($)
|
Moving
Expenses
($)
|
Club
Dues
($)
|
Welfare
Benefits
($)
|
||||||||
Len
E. Williams
|
4,312
|
--
|
4,050
|
3,841
|
--
|
--
|
4,886
|
6,178
|
||||||||
Daniel
L. Stevens
|
9,238
|
19,296
|
15,104
|
10,841
|
24,000
|
--
|
6,095
|
6,178
|
||||||||
Eric
S. Nadeau
|
350
|
--
|
--
|
275
|
--
|
34,589
|
--
|
6,792
|
||||||||
Robert
A. Schoelkoph
|
1,564
|
14,136
|
8,100
|
4,588
|
--
|
--
|
--
|
6,606
|
||||||||
Steven
D. Emerson
|
5,479
|
--
|
8,100
|
1,565
|
--
|
--
|
7,500
|
6,712
|
||||||||
Steven
K. Eyre
|
3,054
|
--
|
6,750
|
936
|
--
|
19,380
|
7,500
|
6,360
|
||||||||
Cindy
L. Bateman
|
5,024
|
--
|
--
|
338
|
--
|
--
|
--
|
84
|
||||||||
_____________
|
(1)
|
Based
on the closing price of Home Federal's stock on October 1, 2007 multiplied
by the number of shares allocated to the named executive officers. Messrs.
Stevens and Schoelkoph were the only named executive officers eligible for
an allocation of ESOP shares during fiscal
2008.
|
Estimated
Possible Payouts
|
All
|
All
|
||||||||||||||||||||||||||||||
Under
Non-Equity Incentive
|
Other
|
Other
|
Grant
|
|||||||||||||||||||||||||||||
Plan
Awards (1)
|
Stock |
Awards:
|
Date
|
|||||||||||||||||||||||||||||
Name
|
Grant
Date
|
|
Awards:
Number
of
Shares
of
Stock
or
Units
(#)(2)
|
Number
of
Securities
Under-
lying
Options
(#)(2)
|
Exercise
or
Base
Price
of Option Awards
($/Sh)
|
Fair
Value
of
Stock
and
Option
Awards
($)
|
||||||||||||||||||||||||||
Thresh-
old
($)
|
Target
($)
|
Maxi-
mum
($)
|
||||||||||||||||||||||||||||||
Len
E. Williams
|
--
|
57,188 | 114,375 | 228,750 | -- | -- | -- | -- | ||||||||||||||||||||||||
10/19/07
|
-- | -- | -- | 4,367 | 7,111 | 12.76 | 80,089 | |||||||||||||||||||||||||
Daniel
L. Stevens
|
-- | 61,100 | 122,200 | 244,400 | -- | -- | -- | -- | ||||||||||||||||||||||||
Eric
S. Nadeau
|
-- | 10,667 | 21,333 | 42,667 | -- | -- | -- | -- | ||||||||||||||||||||||||
06/16/08
|
-- | -- | -- | 5,000 | 25,000 | 11.05 | 138,200 | |||||||||||||||||||||||||
Robert
A. Schoelkoph
|
-- | 9,383 | 18,765 | 37,530 | -- | -- | -- | -- | ||||||||||||||||||||||||
10/19/07
|
-- | -- | -- | 1,188 | 15,147 | 12.76 | 22,378 | |||||||||||||||||||||||||
Steven
D. Emerson
|
-- | 28,833 | 57,667 | 115,333 | -- | -- | -- | -- | ||||||||||||||||||||||||
10/19/07
|
-- | -- | -- | 2,536 | 4,516 | 12.76 | 47,827 | |||||||||||||||||||||||||
Steven
K. Eyre
|
-- | 22,917 | 45,833 | 91,667 | -- | -- | -- | -- | ||||||||||||||||||||||||
12/03/07
|
-- | -- | -- | 5,680 | 28,400 | 10.09 | 130,550 | |||||||||||||||||||||||||
Cindy
L. Bateman
|
-- | 17,364 | 34,729 | 69,458 | -- | -- | -- | -- | ||||||||||||||||||||||||
10/19/07
|
-- | -- | -- | 1,585 | 2,709 | 12.76 | 29,505 | |||||||||||||||||||||||||
___________
|
(1)
|
Represents
the incentives that could have been earned under the annual cash incentive
plan. No incentives were paid to the named executive officers, with the
exception of Ms. Bateman who received a discretionary incentive of $8,682,
because the relevant performance criterion was not met. See "Annual Cash
Incentive" on pages 13-14 for additional discussion on the plan and
related awards.
|
(2)
|
Option
awards vest ratably over the five-year period from the grant date, with
the first 20% vesting one year after the grant date. The awards to Messrs.
Nadeau and Eyre were granted in conjunction with their hiring during
fiscal year 2008. Their stock awards vest ratably over the five-year
period from the grant date, with the first 20% vesting one year after the
grant date. All other stock awards vest on the third anniversary of the
grant date.
|
Option
Awards (1)(2)
|
Stock
Awards (1)(2)
|
|||||||||||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexer-
cisable
|
Option
Exercise
Price
($)(2)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
|||||||
Len
E. Williams
|
09/18/06
|
34,048
|
51,072
|
13.47
|
09/18/16
|
10,224
|
130,356
|
|||||||
10/19/07
|
--
|
7,111
|
12.76
|
10/19/17
|
4,367
|
55,676
|
||||||||
Daniel
L. Stevens (3)
|
07/19/05
|
65,499
|
--
|
10.74
|
07/19/15
|
--
|
--
|
|||||||
10/03/05
|
50,795
|
647,635
|
||||||||||||
08/21/06
|
--
|
74,498
|
13.32
|
08/21/16
|
--
|
--
|
||||||||
Eric
S. Nadeau
|
06/16/08
|
--
|
25,000
|
11.05
|
06/16/18
|
5,000
|
63,750
|
|||||||
Robert
A. Schoelkoph
|
07/19/05
|
--
|
33,863
|
10.74
|
07/19/15
|
--
|
--
|
|||||||
10/03/05
|
20,318
|
259,052
|
||||||||||||
10/19/07
|
--
|
2,107
|
12.76
|
10/19/17
|
||||||||||
Steven
D. Emerson
|
12/18/06
|
5,680
|
22,720
|
15.34
|
12/18/16
|
4,544
|
57,936
|
|||||||
10/19/07
|
--
|
4,516
|
12.76
|
10/19/17
|
2,536
|
32,328
|
||||||||
Steven
K. Eyre
|
12/03/07
|
--
|
28,400
|
10.09
|
12/03/17
|
5,680
|
72,420
|
|||||||
Cindy
L. Bateman
|
10/19/07
|
--
|
2,709
|
12.76
|
10/19/17
|
1,585
|
20,205
|
|||||||
(1)
|
All option awards,
except for Mr. Stevens's awards, vest ratably over a five year
period with the first 20% vesting one year after the grant date. The
option awards to Mr. Stevens are subject to the transition agreement
described in footnote (3) below. Stock awards granted on 10/19/07 vest on
10/19/10. All other stock awards vest ratably over a five year period with
the first 20% vesting one year after the grant date.
|
(2)
|
In
December 2007, Home Federal completed its second-step conversion. As a
result, each outstanding share was exchanged for 1.1360 shares in the new
public company. Accordingly, all outstanding shares of restricted stock
and stock options (and the related exercise prices) were adjusted based on
the exchange ratio.
|
(3)
|
On
August 21, 2006, Mr. Stevens forfeited 65,580 incentive stock options,
half of which were exercisable on July 19, 2009 and half of which were
exercisable on July 19, 2010. These were replaced by a grant of 65,580
non-qualified stock options (74,498 after the conversion) with the same
exercise dates, in connection with his transition agreement described
above.
|
Option
Awards
|
Stock
Awards
|
|||||||||||||||
Name
|
Number
of Shares
Acquired
on Exercise (#)
|
Value
Realized
on
Exercise ($)
|
Number
of Shares
Acquired
on Vesting (#)
|
Value
Realized
on
Vesting ($)
|
||||||||||||
Len
E. Williams
|
--
|
--
|
3,408
|
38,067
|
||||||||||||
Daniel
L. Stevens
|
9,000 | 6,480 | 16,932 | 197,486 | ||||||||||||
Eric
S. Nadeau
|
-- | -- | -- | -- | ||||||||||||
Robert
A. Schoelkoph
|
33,864 | 35,232 | 6,773 | 78,994 | ||||||||||||
Steven
D. Emerson
|
-- | -- | 1,136 | 11,090 | ||||||||||||
Steven
K. Eyre
|
-- | -- | -- | -- | ||||||||||||
Cindy
L. Bateman
|
-- | -- | -- | -- |
Name
|
Plan
Name
|
Number
of
Years
Credited
Service
(#)
|
Present
Value
of
Accumulated
Benefit
($)
|
Payments
During
Last
Fiscal
Year ($)
|
||||||||||
Len
E. Williams
|
Salary
Continuation Agreement
|
2 | 105,323 | -- | ||||||||||
Daniel
L. Stevens
|
Salary
Continuation Agreement
|
11 | 1,063,465 | -- | ||||||||||
Eric
S. Nadeau (1)
|
Salary
Continuation Agreement
|
0 | -- | -- | ||||||||||
Robert
A. Schoelkoph
|
Salary
Continuation Agreement
|
11 | 261,698 | -- | ||||||||||
Steven
D. Emerson
|
Salary
Continuation Agreement
|
1 | 37,196 | -- | ||||||||||
Steven
K. Eyre
|
Salary
Continuation Agreement
|
0 | 21,095 | -- | ||||||||||
Cindy
L. Bateman (2)
|
--
|
-- | -- | -- |
(1)
|
We
entered into a salary continuation agreement with Mr. Nadeau during fiscal
year 2008; however, the agreement was not effective until October 1,
2008.
|
(2)
|
Ms.
Bateman does not have a salary continuation
agreement.
|
Name
|
Executive
Contributions
in
Last FY ($)
|
Registrant
Contributions
in
Last FY ($)
|
Aggregate
Earnings
in
Last
FY ($)
|
Aggregate
Withdrawals/
Distributions
($)
|
Aggregate
Balance
at
Last
FYE ($)
|
|||||||||||||||
Len
E. Williams
|
-- | -- | -- | -- | -- | |||||||||||||||
Daniel
L. Stevens
|
-- | -- | 55,107 | -- | 811,350 | |||||||||||||||
Eric
S. Nadeau
|
-- | -- | -- | -- | -- | |||||||||||||||
Robert
A. Schoelkoph
|
-- | -- | 13,093 | -- | 239,065 | |||||||||||||||
Steven
D. Emerson
|
-- | -- | -- | -- | -- | |||||||||||||||
Steven
K. Eyre
|
-- | -- | -- | -- | -- | |||||||||||||||
Cindy
L. Bateman
|
-- | -- | -- | -- | -- |
Compensation
and/or Benefits
Payable
Upon Termination
|
Early
Retirement/
Voluntary
Termination
($)(1)
|
Involuntary
Termination
Without
Cause
($)
|
Qualifying
Termination
in
Connection
With
a
Change
in
Control
($)
|
Termination
in
the Event
of
Disability
($)
|
Termination
in
the Event
of
Death ($)
|
|||||
Len E. Williams
|
||||||||||
Employment
Agreement
|
--
|
470,000
|
685,124
|
85,000
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
10,690
|
2,291
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
186,035
|
186,035
|
|||||
Salary
Continuation Agreement (3)(4)
|
29,861
|
29,861
|
29,861
|
106,912
|
1,737,152
|
|||||
Total
|
29,861
|
510,551
|
717,276
|
377,947
|
1,923,187
|
|||||
Daniel L. Stevens
|
||||||||||
Executive
Deferred Incentive Benefit (3)(5)
|
761,998
|
--
|
--
|
--
|
--
|
|||||
Director
Deferred Incentive Benefit (3)
|
49,352
|
--
|
--
|
--
|
--
|
|||||
Director
Retirement Plan (7)
|
56,845
|
--
|
--
|
--
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
--
|
--
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
--
|
--
|
|||||
Salary
Continuation Agreement (3)(4)
|
1,063,465
|
--
|
--
|
--
|
--
|
|||||
1,931,660
|
--
|
--
|
--
|
--
|
||||||
Eric S. Nadeau
|
||||||||||
Executive
Severance Agreement
|
--
|
--
|
478,400
|
--
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
--
|
1,599
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
63,750
|
63,750
|
|||||
Salary
Continuation Agreement (6)
|
--
|
--
|
--
|
--
|
--
|
|||||
Total
|
--
|
--
|
479,999
|
63,750
|
63,750
|
|||||
Robert A. Schoelkoph
|
||||||||||
Executive
Severance Agreement
|
--
|
--
|
--
|
--
|
--
|
|||||
Executive
Deferred Incentive Benefits (3)(5)
|
239,065
|
--
|
--
|
--
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
--
|
--
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
--
|
--
|
|||||
Salary
Continuation Agreement (3)(4)
|
261,898
|
--
|
--
|
--
|
--
|
|||||
Total
|
500,963
|
--
|
--
|
--
|
--
|
|||||
Steven D. Emerson
|
||||||||||
Executive
Severance Agreement
|
--
|
--
|
408,815
|
--
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
--
|
1,366
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
90,270
|
90,270
|
|||||
Salary
Continuation Agreement (3)(4)
|
13,428
|
13,428
|
13,428
|
37,755
|
1,854,155
|
|||||
Total
|
13,428
|
13,428
|
423,609
|
128,025
|
1,944,425
|
|||||
(Table
continues on following page)
|
Compensation
and/or Benefits
Payable
Upon Termination
|
Early
Retirement/
Voluntary
Termination
($)(1)
|
Involuntary
Termination
Without
Cause
($)
|
Qualifying
Termination
in
Connection
With
a
Change
in
Control
($)
|
Termination
in
the Event
of
Disability
($)
|
Termination
in
the Event
of
Death ($)
|
|||||
Steven K. Eyre
|
||||||||||
Executive
Severance Agreement
|
--
|
--
|
403,496
|
--
|
--
|
|||||
Health
and Welfare Benefits
|
--
|
--
|
1,348
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity (2)
|
--
|
--
|
--
|
72,420
|
72,420
|
|||||
Salary
Continuation Agreement (3)(4)
|
3,165
|
3,165
|
3,165
|
21,412
|
1,342,070
|
|||||
Total
|
3,165
|
3,165
|
408,009
|
93,832
|
1,414,490
|
|||||
Cindy L. Bateman
|
||||||||||
Employee
Severance Agreement
|
--
|
--
|
115,763
|
--
|
--
|
|||||
Intrinsic
Value of Unvested Equity
|
--
|
--
|
20,209
|
20,209
|
20,209
|
|||||
Total
|
--
|
--
|
135,972
|
20,209
|
20,209
|
_____________ | |
(1)
|
At
September 30, 2008, Mr. Stevens was eligible for full retirement benefits,
which are presented in the table above. Early retirement benefits are
presented for all other named executive officers. Messrs. Stevens and
Schoelkoph retired on September 30, 2008 and October 4, 2008,
respectively. As a result, we present only the retirement and early
retirement benefits for them.
|
(2)
|
Under
the terms of Home Federal's 2005 Stock Option and Incentive Plan, 2005
Recognition and Retention Plan, and each employee's salary continuation
agreement, the unvested options, restricted stock and salary continuation
agreement benefits would accelerate upon a termination associated with a
change in control. Home Federal places a hard cap limit on change in
control payouts restricting such payments to the amounts below those
defined as golden parachute payments under 280G of the Internal Revenue
Code. The terms specified under Mr. William's employment agreement and Mr.
Nadeau's, Mr. Schoelkoph's, Mr. Emerson's, and Mr. Eyre's severance
agreements set the cash severance payout amounts at slightly below the
280G limit. Due to this 280G cap on payouts, the remaining severance
balance was placed in the health and welfare benefits category with zero
values reported for the intrinsic value of unvested equity. In the absence
of the 280G limitation, amounts under all categories, with the exception
of cash severance, would exceed the levels reported here. Under the terms
of the agreements, each employee may select to receive the severance
payment in the relevant form of their choosing (equity or health/welfare
benefits) with a commensurate reduction in the cash severance to remain in
compliance with the 280G limitation.
|
(3)
|
Present
value of payout is presented in the table and is based upon a discount
rate of 7.5% per the terms of the agreement. Distributions to be made in
180 equal monthly installments.
|
(4)
|
The
amount reported would be attributed to the vested amount of the salary
continuation agreement upon the date of termination. Although vesting in
the salary continuation benefit would accelerate under a change in
control, except for Messrs. Stevens and Schoelkoph who are 100% vested in
their accrual balances at September 30, 2008, due to the 280G limitations
specified under the contract no additional payment amount would be
made.
|
(5)
|
Messrs.
Stevens and Schoelkoph are 100% vested in their benefits under this
plan.
|
(6)
|
The
effective date of Mr. Nadeau's salary continuation agreement is October 1,
2008; therefore, no payments would be made under this plan at a
termination date of September 30, 2008.
|
(7)
|
Distributions
to be made in 180 equal monthly
installments.
|
●
|
The
audited financial statements of Home Federal for the fiscal year ended
September 30, 2008;
|
●
|
Home
Federal=s
evaluation of the effectiveness of our internal control over financial
reporting as of September 30, 2008;
and
|
●
|
The
related opinions by the Home Federal=s
independent registered public accounting firm, Moss Adams
LLP.
|
●
|
The
Audit Committee also has discussed with Moss Adams LLP, the matters
required to be discussed by Statement on Auditing Standards No._61, Communication with Audit
Committees, as currently in
effect.
|
●
|
The
Audit Committee also has received a written letter from Moss Adams LLP
regarding its independence from Home Federal as required by Public Company
Accounting Oversight Board Rule 3520 (Independence Standards Board
Standard No. 1, Independence Discussions with
Audit Committees), and has discussed with Moss Adams LLP the
independence of that firm.
|
|
Audit
Committee:
|
Robert A. Tinstman
(Chairman)
|
N. Charles Hedemark | ||
Richard J. Navarro | ||
James R. Stamey |
Years
Ended
|
||||||||
September
30,
|
||||||||
2008
|
2007
|
|||||||
Audit
Fees
|
$ | 212,000 | $ | 202,000 | ||||
Audit-Related
Fees
(1)
|
32,000 | 110,000 | ||||||
Tax
Fees
|
7,000 | 7,000 | ||||||
All
Other
Fees
|
-- | -- | ||||||
(1) |
Consists
of review of documents filed in connection with Home Federal=s
public offering, as well as costs incurred in relation to employee benefit
plans.
|
(c)
|
||||||||||||
Number
of securities
|
||||||||||||
(a)
|
(b)
|
remaining
available
|
||||||||||
Number
of securities
|
Weighted-average
|
for
future issuance
|
||||||||||
to
be issued upon
|
exercise
price
|
under
equity
|
||||||||||
exercise
of
|
of
outstanding
|
compensation
plans
|
||||||||||
outstanding
options,
|
options,
warrants
|
(excluding
securities
|
||||||||||
Plan
category
|
warrants
and rights
|
and
rights
|
reflected
in column (a))
|
|||||||||
Equity
compensation plans approved
|
||||||||||||
by
security holders:
|
||||||||||||
2005
Stock Option Plan
|
642,376
|
$11.71
|
54,658
|
|||||||||
2005
Recognition and Retention Plan
|
185,150 | 11.54 | 38,291 | |||||||||
Equity
compensation plans not
|
||||||||||||
approved
by security holders:
|
||||||||||||
None
|
-- | -- | -- | |||||||||
Total | 827,526 | $11.68 | 92,949 |
BY ORDER OF THE BOARD OF DIRECTORS | |
/s/Eric S. Nadeau | |
Eric S. Nadeau | |
Secretary |
|
(a)
|
clearly
specifies:
|
|
(iii)
|
the
number of payments or the period to which such Domestic Relations Order
applies; and
|
|
(iv)
|
the
name of this Plan; and
|
|
(b)
|
does
not require the payment of a benefit in a form or amount that
is:
|
|
(i)
|
not
otherwise provided for under the Plan;
or
|
|
(ii)
|
inconsistent
with a previous Qualified Domestic Relations
Order.
|
|
(b)
|
Any
Option granted shall be evidenced by an Award Agreement which
shall:
|
|
(i)
|
specify
the number of Shares covered by the
Option;
|
|
(ii)
|
specify
the Exercise Price;
|
|
(iii)
|
specify
the Exercise Period;
|
|
(iv)
|
specify
the Vesting Date; and
|
|
(a)
|
the
date specified by the Committee in the Award
Agreement;
|
|
(e)
|
the
last day of the ten-year period commencing on the date on which the Option
was granted.
|
|
(b)
|
Unless
otherwise determined by the Committee and specified in the Award
Agreement:
|
|
(iii)
|
satisfying
such other conditions as may be prescribed in the Award
Agreement.
|
|
(b)
|
The
Exercise Price of Shares to be purchased upon exercise of any Option shall
be paid in full:
|
|
(iii)
|
by
a combination thereof.
|
|
(b)
|
Any
Stock Appreciation Right granted shall be evidenced by an Award Agreement
which shall:
|
|
(i)
|
specify
the number of Shares covered by the Stock Appreciation
Right;
|
|
(ii)
|
specify
the Exercise Price;
|
|
(iii)
|
specify
the Exercise Period;
|
|
(iv)
|
specify
the Vesting Date;
|
|
(v)
|
specify
that the Stock Appreciation Right shall be settled in Shares;
and
|
|
(a)
|
the
date specified by the Committee in the Award
Agreement;
|
|
(b)
|
Unless
otherwise determined by the Committee and specified in the Award
Agreement:
|
|
(ii)
|
satisfying
such other conditions as may be prescribed in the Award
Agreement.
|
|
(a)
|
Each
Restricted Stock Award shall be evidenced by an Award Agreement which
shall specify:
|
|
(i)
|
the
number of Shares or Share Units covered by the Restricted Stock
Award;
|
|
(iii)
|
the
date of grant of the Restricted Stock
Award;
|
|
(iv)
|
the
Vesting Date for the Restricted Stock
Award;
|
|
(b)
|
Unless
otherwise determined by the Committee and specified in the Award
Agreement:
|
|
(iii)
|
the
Exercise Price of Options and Stock Appreciation
Rights.
|
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(a)
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If
to the Committee:
|
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(b)
|
If
to a Participant, to such person=s
address as shown in the Company's
records.
|
FOR
|
WITHHELD
|
|||
1.
|
The
election as director of the nominees listed below for
|
[ ]
|
[ ]
|
|
a
three-year term (except as marked to the contrary below).
|
||||
Daniel
L. Stevens
|
||||
Richard
J. Navarro
|
||||
Brad
J. Little
|
||||
INSTRUCTIONS: To
withhold your vote
|
||||
for
any individual nominee, write the
|
||||
nominee=s name
on the line below.
|
||||
_________________________________ | ||||
_________________________________ |
FOR
|
AGAINST
|
ABSTAIN
|
|||
2.
|
The
ratification of the appointment of Moss Adams LLP
as
auditor for the fiscal year ending September 30, 2009.
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
The
adoption of the Home Federal Bancorp, Inc. 2008 Equity Incentive
Plan.
|
[ ]
|
[ ]
|
[ ]
|
|
4.
|
In
their discretion, upon such other matters as may
|
||||
properly
come before the meeting.
|
Dated:
______________________, 200__
|
||
________________________________________ | ________________________________________ | |
PRINT
NAME OF STOCKHOLDER
|
PRINT
NAME OF STOCKHOLDER
|
|
________________________________________ | ________________________________________ | |
SIGNATURE
OF STOCKHOLDER
|
SIGNATURE
OF STOCKHOLDER
|
FOR
|
WITHHELD
|
|||
1.
|
The
election as director of the nominees listed below for
|
[ ]
|
[ ]
|
|
a
three-year term (except as marked to the contrary below).
|
||||
Daniel
L. Stevens
|
||||
Richard
J. Navarro
|
||||
Brad
J. Little
|
||||
INSTRUCTION: To
withhold authority to vote
|
||||
for
any nominee(s) mark "For All Except" and write that
|
||||
nominee=s
name(s) or numbers (s) in the space provided below.
|
||||
_________________________________ | ||||
_________________________________ |
FOR
|
AGAINST
|
ABSTAIN
|
|||
2.
|
The
ratification of the appointment of Moss Adams LLP
as
auditor for the fiscal year ending September 30, 2009.
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
The
adoption of the Home Federal Bancorp, Inc. 2008 Equity Incentive
Plan.
|
[ ]
|
[ ]
|
[ ]
|
|
4. | In their discretion, upon such other matters as may properly come before the meeting. |
____________________________________
|
____________________________________
|
DATE
|
SIGNATURE
|
|
|
Vote
By Telephone
|
Vote
By Internet
|
|
Call
Toll-Free on a Touch-Tone Phone anytime prior
|
anytime
prior
|
|
to
3 a.m., January 16, 2009:
|
to
3 a.m., January 16, 2009 go to
|
|
1-866-246-8476
|
https://www.proxyvotenow.com/homed
|
FOR
|
WITHHELD
|
|||
1.
|
The
election as director of the nominees listed below for
|
[ ]
|
[ ]
|
|
a
three-year term (except as marked to the contrary below).
|
||||
Daniel
L. Stevens
|
||||
Richard
J. Navarro
|
||||
Brad
J. Little
|
||||
INSTRUCTION: To
withhold authority to vote
|
||||
for
any nominee(s) mark "For All Except" and write that
|
||||
nominee=s
name(s) or numbers(s) in the space provided below.
|
||||
_________________________________ | ||||
_________________________________ |
FOR
|
AGAINST
|
ABSTAIN
|
|||
2.
|
The
ratification of the appointment of Moss Adams LLP
as
auditor for the fiscal year ending September 30, 2009.
|
[ ]
|
[ ]
|
[ ]
|
|
3.
|
The
adoption of the Home Federal Bancorp, Inc. 2008 Equity Incentive
Plan.
|
[ ]
|
[ ]
|
[ ]
|
|
4. | In their discretion, upon such other matters as may properly come before the meeting. |
____________________________________
|
____________________________________
|
DATE | SIGNATURE |
|
|
Vote
By Telephone
|
Vote
By Internet
|
|
Call
Toll-Free on a Touch-Tone Phone anytime prior
|
anytime
prior
|
|
to
3 a.m., January 16, 2009:
|
to
3 a.m., January 16, 2009 go to
|
|
1-866-246-8476
|
https://www.proxyvotenow.com/homed
|