HFBL Home Federal Bancorp Inc of Louisiana

Compensation of Directors

       Director Compensation Table. The table below summarizes the total compensation paid to each of our non-employee directors for the fiscal year ended June 30, 2022. The primary elements of Home Federal Bank’s non-employee director compensation program consist of cash and equity compensation. Compensation for Mr. Barlow is included in the Summary Compensation Table.

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(1)         As of June 30, 2022, each of our non-employee directors held the following aggregate number of unvested stock awards and outstanding options:

     Narrative to Director Compensation Table. During 2021, members of the Board of Directors received a fee of $1,750 for regular meetings of the Board regardless of meeting attendance, which increased to $2,400 per meeting in January 2022. We do not pay fees for special meetings of the Board or separate compensation to directors for their attendance at meetings of the Board of Directors of Home Federal Bancorp. During 2021, members of Home Federal Bancorp’s Audit Committee and Compensation Committee received $100 per meeting attended and members of Home Federal Bank’s ALCO committee received $100 meeting attended. Committee meeting fees increased to $150 in January 2022. Board fees are subject to periodic adjustment by the Board of Directors. The Board of Directors received a discretionary bonus of $1,750 in December 2021.

Meetings of the Board of Directors

     During the fiscal year ended June 30, 2022, the Board of Directors of Home Federal Bancorp met 10 times. No director of Home Federal Bancorp attended fewer than 75% of the aggregate of the total number of Board meetings held during the period for which he has been a director, and the total number of meetings held by all committees of the Board on which he served.

Membership on Certain Board Committees

     The Board of Directors of Home Federal Bancorp has established an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. All of the members of these committees are independent directors as defined in the listing standards of The Nasdaq Stock Market. The committees operate in accordance with written charters which are available on our website at www.hfbla.com. The following table sets forth the membership of the committees as of the date of this proxy statement.

           Audit Committee. The Audit Committee reviews with management and the independent registered public accounting firm the systems of internal control, reviews the annual financial statements, including the Annual Report on Form 10-K and monitors Home Federal Bancorp’s adherence in accounting and financial reporting to generally accepted accounting principles. The Audit Committee is comprised of three directors who are independent directors as defined in the Nasdaq listing standards and the rules and regulations of the Securities and Exchange Commission. The Board of Directors has determined that no members of the Audit Committee meet the qualifications established for an Audit Committee financial expert in the regulations of the Securities and Exchange Commission; however, the members have the requisite financial and accounting background to meet the Nasdaq listing standards. The Audit Committee met five times in fiscal 2022 and informally reviews our financial results on a quarterly basis.

       Nominating and Corporate Governance Committee. It is the responsibility of the Nominating and Corporate Governance Committee in accordance with its charter to, among other functions, review the qualifications of director nominees. The Committee approves nominees for consideration by the full Board of Directors to fill vacancies on the Board or for election at the annual meeting. The Nominating and Corporate Governance Committee met once during fiscal 2022.

       Compensation Committee. It is the responsibility of the Compensation Committee of Home Federal Bancorp to set the compensation of Home Federal Bancorp’s Chief Executive Officer and Chief Financial Officer as well as the other members of senior management and administer our stock and incentive compensation plans. The Compensation Committee of Home Federal Bancorp met six times in fiscal 2022.

Board Leadership Structure

       Our Board of Directors is led by a Chairman selected by the Board from time to time. Presently, Mr. Barlow, our President and Chief Executive Officer also serves as Chairman of the Board. Other than Mr. Barlow, all of our directors are independent. The Board determined that selecting our Chief Executive Officer as Chairman is in our best interests because it promotes unity of vision for the leadership of Home Federal Bancorp and avoids potential conflicts among directors. In addition, as the Chief Executive Officer, Mr. Barlow is the director most familiar with our business and operations and is best situated to lead discussions on important matters affecting the business of Home Federal Bancorp. By combining the Chief Executive Officer and Chairman positions there is a firm link between management and the Board which promotes the development and implementation of our corporate strategy.         

       The Board of Directors is aware of the potential conflicts that may arise when an insider chairs the Board but believes these are limited by existing safeguards which include the fact that as a financial institution holding company, much of our operations are highly regulated.

Board’s Role in Risk Oversight

       Risk is inherent with every business, particularly financial institutions. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk. Management is responsible for the day-to-day management of the risks Home Federal Bancorp faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors ensures that the risk management processes designed and implemented by management are adequate and functioning as designed.

       Members of senior management regularly attend meetings of the Board of Directors and address any questions or concerns raised by the Board on risk management or other matters. The Board’s risk oversight function is carried out through, among other factors, its review and approval of various policies and procedures, such as Home Federal Bank’s lending and investment policies, ratification or approval of investments and loans exceeding certain thresholds, and regular review of risk elements such as interest rate risk exposure, liquidity and problem assets.

Directors’ Attendance at Annual Meetings

       Directors are expected to attend the annual meeting absent a valid reason for not doing so. All of our directors attended, in person or by telephone, our last annual meeting of shareholders held on November 17, 2021.

Executive Officers Who Are Not Also Directors

       The following individuals who do not also serve on the Board of Directors serve as executive officers of Home Federal Bancorp. Ages are reflected as of September 20, 2022.

       David S. Barber, age 53, has served as Senior Vice President Mortgage Lending of Home Federal Bank since June 2009.  Prior thereto, Mr. Barber served as Vice President, Director of Branch Operations, First Family Mortgage, Inc. from July 2004 to May 2009.

       Glen W. Brown, CPA, age 65, has served as Senior Vice President and Chief Financial Officer of Home Federal Bank since July 2014.  Previously, Mr. Brown served as Vice President/Controller, Teche Federal Bank, New Iberia, Louisiana, the wholly owned subsidiary of Teche Holding Company, from November 1997 to June 2014. 

       Adalberto Cantu, Jr., age 72, has served as Senior Vice President and Senior Credit Officer of Home Federal Bank since February 2013. Prior thereto, Mr. Cantu served as Senior Vice President of Business Banking at Progressive Bank from July 2010 to October 2011. Previously, Mr. Cantu served as Senior Vice President of Business Banking at Regions Bank from July 1987 to July 2010.

       Mary L. Jones, age 69, has served as Chief Operations Officer, Senior Vice President Retail and Deposit Operations of Home Federal Bank since January 2015. Prior thereto, Ms. Jones served as Senior Vice President Retail and Deposit Operations of Home Federal Bank from July 2011 to January 2015, and previously Ms. Jones served as Vice President of Operations since January 2009. Previously, Ms. Jones served as Assistant Vice President and BSA Officer of Home Federal Bank from January 1985 to January 2009 and January 2013, respectively.

       K.  Matthew Sawrie, age 47, has served as Senior Vice President Commercial Lending of Home Federal Bank since February 2009.  Prior thereto, Mr. Sawrie served as Vice President Commercial Real Estate, Regions Bank from 2006 to 2009, and previously, Assistant Vice President Business Banking Relationship Manager, Regions Bank from 2003 to 2006.

       In accordance with our Bylaws, our executive officers are elected annually and hold office until their respective successors have been elected and qualified or until death, resignation or removal by the Board of Directors.

Summary Compensation Table

     The following table sets forth a summary of certain information concerning the compensation earned during the fiscal years ended June 30, 2022 and 2021 by our principal executive officer, Mr. Barlow, and the two other executive officers serving at the end of fiscal 2022 who were the most highly compensated executive officers in fiscal 2022. These three officers are referred to as the “named executive officers” in this proxy statement.

(1)         Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for awards of restricted stock and grants of stock options during the 2021 fiscal

              year. The assumptions used in valuing the restricted stock awards and stock option awards are set forth in Note 13 to the Consolidated Financial Statements included in our

              Form 10-K for the year ended June 30, 2022.

(2)         All other compensation does not include amounts attributable to other miscellaneous benefits the costs of which to Home Federal Bancorp of providing such benefits during the

              fiscal year did not exceed $10,000 other than club dues and the provision of an automobile for Mr. Sawrie. Includes for fiscal 2022, matching contributions under the Home

              Federal Bank 401(k) Plan, allocations of cash dividends and shares under the employee stock ownership plan based on a closing price of $20.382 on December 31, 2021, life

              insurance premiums, $22,435 in directors’ fees paid to Mr. Barlow and $42,817 accrued for his benefit under Mr. Barlow’s Supplemental Executive Retirement Plan.

Narrative to Summary Compensation Table         

      Base salaries for our named executive officers are approved by the Compensation Committee. Base salaries as of the end of fiscal 2022 established by the Compensation Committee were $291,135, $174,985 and $162,166 for Messrs. Barlow, Barber and Sawrie, respectively. Mr. Barlow received a discretionary bonus of $167,327 equal to approximately 57.4% of his then current base salary, in January 2022, based on Home Federal Bancorp’s results of operations through the second quarter ended December 31, 2021. Mr. Barber receives incentive compensation based on a matrix that includes total mortgage loan originations and average basis points earned by Home Federal Bank, with adjustments for early payoffs and defaults. Mr. Sawrie received incentive compensation within 45 days of the end of each quarter as a participant in our Loan Officer Incentive Plan, the terms of which are described below under “-Loan Officer Incentive Plan.” Messrs. Barlow, Barber and Sawrie received 20,000, 4,000 and 14,000 stock options, respectively, and Messrs. Barlow and Sawrie, received 30,000 and 2,000 stock awards, respectively, on November 11, 2020, all which are vesting over five years at 20% per year.

     At the annual meeting of shareholders of Home Federal Bancorp held on November 13, 2019, the shareholders recommended, on an advisory basis, that future advisory votes on executive compensation should be held every three years. Consistent with the shareholder recommendation, the Board of Directors of Home Federal Bancorp determined that it will hold an advisory vote on executive compensation every three years. The advisory vote on the compensation of our named executive officers is being presented as proposal two at this 2022 annual meeting.

Outstanding Equity Awards at Fiscal Year-End

     The table below sets forth outstanding equity awards to our named executive officers under our 2005 and 2011 Stock Option Plans, 2014 Stock Incentive Plan and 2019 Stock Incentive Plan at June 30, 2022. We have not made any equity incentive plan awards that are subject to performance conditions.

(1)         The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on November 11, 2021.

(2)         The unexercisable stock options and unvested restricted stock awards are vesting at a rate of 20% per year commencing on February 5, 2020.

(3)         Market value calculated by multiplying the closing market price of our common stock on June 30, 2022, which was $19.66, by the applicable number of shares of common stock underlying the unvested stock awards.

Employment and Change in Control Agreements

      Home Federal Bank has entered into an amended and restated employment agreement with Mr. James R. Barlow effective as of January 1, 2013. The employment agreement amended and restated the prior employment agreement between Home Federal Bank and the executive. Pursuant to his employment agreement, Mr. Barlow serves as President and Chief Executive Officer of Home Federal Bank for an initial term of three years commencing on the effective date, provided that the term of Mr. Barlow’s agreement will be extended for an additional year on each January 1 during the term of the agreement, unless Home Federal Bank or Mr. Barlow gives notice to the other party of its or his intent not to extend the term of the agreement. The agreement provided for an initial base salary of $193,950 per year for Mr. Barlow. Mr. Barlow’s base salary may be increased at the discretion of the Board of Directors of Home Federal Bank but may not be decreased during the term of the agreement without the prior written consent of the executive. Home Federal Bank also agreed to provide Mr. Barlow with an automobile during the term of the agreement.

     The employment agreement with Mr. Barlow is terminable with or without cause by Home Federal Bank. The employment agreement provides that in the event of (y) termination of employment by Home Federal Bank other than for cause, disability, retirement or death, or (z) termination by the executive for "good reason," as defined, in each case before or after a change in control, the executive would be entitled to (1) an amount of cash severance which is equal to three times his average annual compensation and (2) continued participation in certain employee benefit plans of Home Federal Bank until the earlier of 36 months or the date the executive receives substantially similar benefits from full-time employment with another employer. The employment agreement with Home Federal Bank provides that in the event any of the payments to be made thereunder or otherwise upon termination of employment are deemed to constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code, then such payments and benefits received thereunder shall be reduced by the minimum amount necessary to result in no portion of the payments and benefits being non-deductible by Home Federal Bank for federal income tax purposes.

     Home Federal Bancorp entered into an employment agreement with Mr. Barlow to serve as President and Chief Operating Officer of Home Federal Bancorp, effective as of January 1, 2013, which is on terms substantially similar to the amended and restated employment agreement with Home Federal, except as follows. The agreement with Home Federal Bancorp provides that severance payments payable to Mr. Barlow by Home Federal Bancorp shall include the amount by which the severance benefits payable by Home Federal are reduced as a result of Section 280G of the Internal Revenue Code, if the parachute payments exceed 105% of three times the executive's "base amount" as defined in Section 280G of the Internal Revenue Code. If the parachute payments are not more than 105% of the amount equal to three times the base amount, the severance benefits payable by Home Federal Bancorp will be reduced so they do not constitute "parachute payments" under Section 280G of the Internal Revenue Code. In addition, the agreement with Home Federal Bancorp provides that Home Federal Bancorp shall reimburse Mr. Barlow for any resulting excise taxes payable by him, plus such additional amount as may be necessary to compensate him for the payment of state and federal income, excise and other employment-related taxes on the excise tax reimbursement. Under the agreements with Home Federal Bancorp and Home Federal Bank, Mr. Barlow's compensation, benefits and expenses will be paid by Home Federal Bancorp and Home Federal Bank in the same proportion as the time and services actually expended by Mr. Barlow on behalf of each of Home Federal Bancorp and Home Federal Bank.

Supplemental Executive Retirement Agreement

     Home Federal Bank adopted a Supplemental Executive Retirement Agreement on December 13, 2017 for the benefit of Mr. Barlow as President and Chief Executive Officer of Home Federal Bancorp and Home Federal Bank effective as of January 1, 2018. Under the terms of the agreement, after the target retirement date of December 31, 2033, Mr. Barlow will receive annual retirement benefits of $120,000, payable in equal annual installments over ten years. In the event of a separation from service prior to December 31, 2033, other than as a result of death and without cause, Mr. Barlow would receive his accrued benefits through such date payable in a lump sum. If Mr. Barlow has a separation from service either concurrently with or within two years following a change in control, he will be credited with five additional years of service following the date of his separation from service for purposes of calculating his accrued amount. In the event of death while in active service, his designated beneficiaries would receive a lump sum payment of the full retirement benefit. In the event of death after retirement, but before all payments have been made, any remaining benefits will be paid to the designated beneficiaries until all the annual installments have been paid. The retirement benefits are vesting ratably at 6.25% per year for sixteen years beginning with the calendar year ending December 31, 2018.

Loan Officer Incentive Plan

        The Loan Officer Incentive Plan is an annual incentive compensation plan intended to reward participating commercial loan officers with variable cash awards that are contingent upon the net interest income produced from the loan officer’s identified loan portfolio, and in the case of the Commercial Sales Manager, all loans originated by commercial loan officers, and net income from new loans originated during the performance period plus commercial deposit fee income, multiplied by a portfolio rating based on the performance measures. Participants in the Loan Officer Incentive Plan are selected by the President and Chief Executive Officer and recommended for approval by the Compensation Committee of the Board of Directors which administers the plan. Mr. Sawrie is our only named executive officer who participates in the plan as Commercial Sales Manager.

     During fiscal 2022, Level I and Level II participants in the Loan Officer Incentive Plan received a cash incentive award equal to 2.0% and 3.0%, respectively, of the net interest income from loans originated by the particular loan officer prior to the beginning of the fiscal year and a cash incentive award equal to 15.0% and 10.0%, respectively, of the net income from the loan officer’s loan originations during the performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The Commercial Sales Manager received a cash incentive award equal to 1.0% of the net interest income from loans originated by all the commercial loan officers prior to the beginning of the fiscal year and a cash incentive award equal to 5.0% of the net income from all of the loans originated by the commercial loan officers during the performance period plus year to date commercial deposit fee income, in each case multiplied by a portfolio rating based on the five performance measures. The cash incentive awards are paid to the Commercial Sales Manager on a quarterly basis.

Retirement Benefits

     Retirement benefits are an important element of a competitive compensation program for attracting senior executives, especially in the financial services industry. Our executive compensation program currently includes (i) a 401(k) profit sharing plan which enables our employees to supplement their retirement savings with elective deferral contributions and with matching and discretionary contributions by us, and (ii) an employee stock ownership plan that allows participants to accumulate retirement benefits in the form of employer stock at no current cost to the participant.

     401(k) and Profit Sharing Plan. We adopted the Home Federal Bank Employees’ Savings and Profit Sharing Plan and Trust (“401(k) Plan”) effective November 15, 2004. To participate in the 401(k) Plan, eligible employees must have completed three months of full-time service and attained age 21. Participating employees may make elective salary reduction contributions of up to $20,500 of their eligible compensation for 2022. Home Federal Bank will contribute a basic “safe harbor” contribution of 100% of the first 6% of plan salary elective deferrals. We are also permitted to make discretionary contributions to be allocated to participant accounts.

        Employee Stock Ownership Plan. We established an employee stock ownership plan for our employees in connection with our mutual to stock conversion in 2005. We acquired additional shares in connection with our second-step conversion in 2010. The shares were purchased by the employee stock ownership plan with funds borrowed from Home Federal Bancorp and are held in a suspense account and released for allocation as debt service payments are made. Additional discretionary contributions may be made to the plan in either cash or shares of common stock, although we have no plans to do so at this time. Shares released from the suspense account are allocated to each eligible participant’s plan account pro rata based on compensation. Forfeitures may be used for the payment of expenses or be reallocated among the remaining participants. Employees who have been credited with at least 1,000 hours of service during a 12-month period and who have attained age 21 are eligible to participate in the employee stock ownership plan. Participants become 100% vested after three years of service. Participants also become fully vested in their account balances upon a change in control (as defined), death, disability or retirement. Benefits may be payable upon retirement or separation from service.

Stock Option Plans and Stock Incentive Plans

     Home Federal Bancorp maintains our 2005 Stock Option Plan and our 2011 Stock Option Plan. The 2005 Stock Option Plan terminated on June 8, 2015, however the 4,266 outstanding stock options as of September 20, 2022 will remain in effect until exercised for the remainder of their original ten year terms. The 2011 Option Plan terminated on December 23, 2021, however, the 44,856 outstanding options as of September 20, 2022 will remain in effect for the remainder of their original ten year term.

     In November 2014, shareholders approved the 2014 Stock Incentive Plan which provides for a total of 300,000 shares (split adjusted) reserved for future issuance as stock awards or stock options. No more than 75,000 shares, or 25%, may be granted as stock awards. On October 26, 2015, we granted a total of 69,000 plan share awards and 207,000 stock options to directors, officers, and other key employees vesting ratably over five years. On February 5, 2019, we granted the remaining 6,000 plan share awards and 27,000 stock options to key employees vesting ratably over five years. As of September 20, 2022, there were 15,200 stock options and share awards forfeited and available for grant under the 2014 Stock Incentive Plan. The 2014 Stock Incentive Plan cost is being recognized over the five-year vesting period.

    In November 2019, shareholders approved the 2019 Stock Incentive Plan which provides for a total of 250,000 shares (split adjusted) reserved for future issuance as stock awards or stock options. No more than 62,500 shares, or 25%, may be granted as stock awards. On November 11, 2020, we granted a total of 62,500 plan share awards and 187,500 stock options to directors, officers and other key employees. Under all of our stock benefit plans, awards may vest no faster than 20% per year, beginning one year from the date of grant. However, under the plans, vesting of any award is accelerated upon the death or disability of a recipient or upon a change-in-control of Home Federal Bancorp. Outstanding stock awards and stock options as of June 30, 2022, for our non-employee directors are reflected in footnote one to the “Director Compensation Table” and for our named executive officers in the table “Outstanding Equity Awards at Fiscal Year-End.”

Survivor Benefit Plan

     In June 2011, Home Federal Bank purchased bank owned life insurance on the lives of its employees. In consideration for entering into consent to insurance agreements, on July 13, 2011, Home Federal Bank entered into Survivor Benefit Plan Participation Agreements with employees including our named executive officers. The agreements provide that the officer’s beneficiary will receive three times the officer’s base salary if serving as an officer of Home Federal Bank at the date of death. The agreements may be amended or terminated at any time by Home Federal Bank as long as it does not reduce or delay any benefit payable to a participant whose death has already occurred.

Related Party Transactions

     Home Federal Bank offers extensions of credit to its directors, officers and employees as well as members of their immediate families for the financing of their primary residences and other purposes. These loans are made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Home Federal Bank and none of such loans involve more than the normal risk of collectability or present other unfavorable features.

     Under Home Federal Bancorp’s Audit Committee Charter, the Audit Committee is required to review and approve all related party transactions, as described in Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission.

     The following table sets forth as of September 20, 2022, the voting record date for the annual meeting, certain information as to the common stock beneficially owned by (1) each person or entity, including any “group” as that term is used in Section 13(d)(3) of the Securities Exchange Act of 1934, who or which was known to us to be the beneficial owner of more than 5% of the issued and outstanding common stock, (2) our directors, (3) the other named executive officers and (4) all directors and executive officers of Home Federal Bancorp as a group.

*         Represents less than 1% of our outstanding common stock.

(1)         Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to the

              Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power,

              which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares.

              Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. None of the shares reflected as being beneficially

              owned by executive officers and directors are pledged as security.

(2)         Each beneficial owner’s percentage ownership is determined by assuming that options held by such person (but not  those held by any other person) and that are exercisable

              within 60 days of the voting record date have been exercised.

(Footnotes continued on next page)

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(3)         Amendment No. 7 to a Schedule 13G filed with the SEC on February 10, 2022 by Financial Opportunity Fund LLC (“Financial Opportunity”), a Delaware limited liability company reported that as of December 31, 2021, FJ Capital Management, LLC (“FJ Capital”), Financial Opportunity and its managing member, Martin S. Friedman, had shared voting power and shared dispositive power over 223,306 shares of common stock held by Financial Opportunity, of which FJ Capital is the managing member. Martin Friedman, the managing member of FJ Capital, owned 62,580 shares of common stock individually. Based on information provided to Home Federal Bancorp, as of September 20, 2022, Financial Opportunity owned less than 5% of the issued and outstanding common stock.

(4)          As of September 20, 2022, 261,590 shares held in the Home Federal Bank Employee Stock Ownership Plan trust had been allocated to the accounts of participating employees. Amounts held by the plan trustee, Mr. Barlow, reflect shares allocated to their individual accounts and exclude all other shares held in the trust. Under the terms of the plan, the trustee vote all allocated shares in accordance with the instructions of the participating employees. Any unallocated shares are generally required to be voted by the plan trustee in the same ratio on any matter as to those shares for which instructions are given by the participants.

(5)         Includes 22,524 shares held by Mr. Herndon, 99,456 shares held by Mr. Herndon in his individual retirement account and 78,922 shares held jointly.

(6)          Includes options to acquire shares of Home Federal Bancorp common stock that were exercisable within 60 days of September 20, 2022, under our 2005 and 2011 Stock Option Plans and our 2014 and 2019 Stock Incentive Plans and plan share awards under our 2014 and 2019 Stock Incentive Plans that will vest within 60 days of September 20, 2022, over which the directors and executive officers do not have current voting or investment powers as follows:

(7)         Includes 1,100 shares held by Mr. Barlow’s spouse, 27,472 shares held jointly with the reporting person’s spouse, 21,000 of which are pledged, 35,539.0866 shares held in Home

              Federal Bank’s 401(k) Plan and 20,687.4654 shares allocated to Mr. Barlow’s account in the Home Federal Bank employee stock ownership plan.

(8)         Includes 18,572 shares held jointly with Dr. Colquitt’s spouse.

(9)         Includes 1,822 shares held by Mr. Harrison’s spouse and 5,466 shares held in his individual retirement account.

(10)       Includes 9,110 shares held in Mr. Lawrence’s individual retirement account and 9,110 shares held jointly with Mr. Lawrence’s spouse.

(11)       Includes 37,996 shares held jointly with Mr. Wilhite’s spouse.

(12)       Includes 3,989.4975 shares held in Home Federal Bank’s 401(k) Plan and 16,239.0778 shares allocated to Mr. Barber’s account in the Home Federal Bank employee stock ownership

              plan.

(13)       Includes two shares held jointly with Mr. Sawrie’s daughter, 10,722 shares held in Mr. Sawrie’s individual retirement account and 16,807.0692 shares allocated to Mr. Sawrie in the

             Home Federal Bank employee stock ownership plan.

(14)       Includes an aggregate of 67,554.2313 shares of common stock held in Home Federal Bank’s 401(k) Plan and 80,789.6863 shares of common stock which are held by Home Federal

              Bank’s employee stock ownership plan on behalf of our executive officers as a group.

Section 16(a) Reports

     General. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the officers and directors, and persons who own more than 10% of Home Federal Bancorp’s common stock to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by regulation to furnish Home Federal Bancorp with copies of all Section 16(a) forms they file. We know of no person who owns 10% or more of our common stock.

     Delinquent Section 16(a) Reports. Based solely on our review of the copies of such forms furnished to us, or written representations from our officers and directors, we believe that during, and with respect to, the fiscal year ended June 30, 2022, all of our officers and directors complied in all respects with the reporting requirements promulgated under Section 16(a) of the Securities Exchange Act of 1934, with the exception of Messrs. Barlow, Brown and Colquitt who were each late filing one transaction on Form 4.

     Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the proxy rules of the Securities and Exchange Commission were amended to require that not less frequently than once every three years, a proxy statement for an annual meeting of shareholders for which the proxy solicitation rules of the Securities and Exchange Commission require compensation disclosure must also include a separate resolution subject to shareholder vote to approve the compensation of the company’s named executive officers disclosed in the proxy statement.

     The executive officers named in the summary compensation table and deemed to be “named executive officers” are Messrs. Barlow, Barber and Sawrie. Reference is made to the summary compensation table and disclosures set forth under “Executive Compensation” in this proxy statement.

     The proposal gives shareholders the ability to vote on the compensation of our named executive officers through the following resolution:

     “Resolved, that the shareholders approve the compensation of the named executive officers as disclosed in this proxy statement.”

     The shareholder vote on this proposal is not binding on Home Federal Bancorp or the Board of Directors and cannot be construed as overruling any decision made by the Board of Directors. However, the Board of Directors of Home Federal Bancorp will review the voting results on the non-binding resolution and take them into consideration when making future decisions regarding executive compensation.

The Board of Directors recommends that you vote FOR the non-binding resolution to approve the compensation of our named executive officers.

     The Audit Committee of the Board of Directors of Home Federal Bancorp has appointed FORVIS, LLP, to perform the audit of our financial statements for the year ending June 30, 2023, and further directed that the selection of auditors be submitted for ratification by the shareholders at the annual meeting.

     We have been advised by FORVIS, LLP that neither that firm nor any of its associates has any relationship with Home Federal Bancorp or its subsidiaries other than the usual relationship that exists between an independent registered public accounting firm and its clients. FORVIS, LLP will have one or more representatives at the annual meeting who will have an opportunity to make a statement, if they so desire, and will be available to respond to appropriate questions.

     LaPorte, A Professional Accounting Corporation performed the audit of our financial statements for the year ending June 30, 2021. On July 21, 2021, Home Federal Bancorp notified LaPorte that it had been dismissed as Home Federal Bancorp’s independent registered public accounting firm and notified Dixon Hughes Goodman, LLP (“DHG”), that it had been selected by the Audit Committee as the independent registered public accounting firm for the fiscal year ended June 30, 2022. DHG merged with BKD LLP (“BKD”) effective June 1, 2022. The combined practice now operates under the name FORVIS, LLP. FORVIS, LLP, as the successor by merger to DHG, became Home Federal Bancorp’s independent registered public accounting firm. In connection with their audit for the year ended June 30, 2021 and during the subsequent interim period until the engagement of FORVIS, LLP, there were no disagreements with LaPorte on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedure. The report on the financial statements for fiscal 2021of LaPorte did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles. During fiscal 2021, FORVIS, LLP did not advise, and has not indicated to Home Federal Bancorp that it had reason to advise, Home Federal Bancorp of any “reportable event,” as defined in Item 304(a) of Regulation S-K of the Exchange Act. During fiscal 2021, Home Federal Bancorp had not consulted FORVIS, LLP regarding the application of accounting principles, either contemplated or proposed, the type of audit opinion that might be rendered on Home Federal Bancorp’s financial statements or any other matters of a “reportable event.”

Audit Fees

     The following table sets forth the aggregate fees paid by us to FORVIS, LLP and LaPorte for professional services rendered in connection with the audit of Home Federal Bancorp’s consolidated financial statements for fiscal 2022 and 2021, respectively, as well as the fees paid by us to FORVIS, LLP and LaPorte for audit-related services, tax services and all other services rendered to us during fiscal 2022 and 2021.

(1)         Audit fees consist of fees incurred in connection with the audit of our annual financial statements and the review of the interim financial statements included in our quarterly

              reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory

              audits, consents and assistance with and review of documents filed with the Securities and Exchange Commission.

(2)         Audit-related fees consist of fees incurred in connection with our HUD/LEAP audit.

(3)         All other fees consist of reimbursement of travel expenses.

     The Audit Committee selects our independent registered public accounting firm and pre-approves all audit services to be provided by it to Home Federal Bancorp. The Audit Committee also reviews and pre-approves all audit-related and non-audit related services rendered by our independent registered public accounting firm in accordance with the Audit Committee’s charter. In its review of these services and related fees and terms, the Audit Committee considers, among other things, the possible effect of the performance of such services on the independence of our independent registered public accounting firm. The Audit Committee pre-approves certain audit-related services and certain non-audit related tax services which are specifically described by the Audit Committee on an annual basis and separately approves other individual engagements as necessary.

     Each new engagement of FORVIS, LLP was approved in advance by the Audit Committee or its Chair, and none of those engagements made use of the de minimis exception to pre-approval contained in the Securities and Exchange Commission’s rules.

The Board of Directors recommends that you vote FOR the ratification of the appointment FORVIS, LLP for the fiscal year ending June 30, 2023.