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HFFC > SEC Filings for HFFC > Form 8-K on 30-Sep-2013All Recent SEC Filings

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Form 8-K for HF FINANCIAL CORP


30-Sep-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

(e) Compensatory Arrangements of Certain Officers On September 25, 2013, the Personnel, Compensation & Benefits Committee (the "Committee") of the Board of Directors (the "Board") of HF Financial Corp. (the "Company") approved its executive incentive compensation arrangements, including performance objectives and corresponding target incentive awards thereunder, for the fiscal year ending June 30, 2014 ("Fiscal 2014"), for its named executive officers and certain other officers. Short-Term Incentive Plan
For Fiscal 2014, the Committee approved the grant of short-term incentive awards tied to the performance of the Company and its operating subsidiary, Home Federal Bank (the "Bank") under an Amended and Restated Short-Term Incentive Plan (the "Short-Term Plan"). Awards under the Short-Term Plan will be based on a combination of measures of performance, weighted as noted below. Each of the Company's named executive officers are eligible for incentive awards under the Short-Term Plan. Such awards will be based 33.3% upon the achievement of individual goals and 66.6% upon the achievement of certain corporate metrics as follows: (i) net income of the Bank (weighted 70%); (ii) net charge-offs (weighted 10%); (iii) non-performing assets (weighted 10%); and loan growth (weighted 10%).
Under the incentive award levels approved by the Committee, the Company's named executive officers can earn aggregated short-term incentive payouts up to 60% of current base salary for the Chief Executive Officer, up to 45% for the Chief Financial Officer, and up to 33.75% for the other named executive officers. All fiscal 2014 incentive awards under the Short-Term Plan would be paid in cash following acceptance of the Company's audited financial statements for fiscal year 2014 by the Audit Committee.
Long-Term Incentive Plan
The Committee also approved a new Eighth Amended and Restated Long-Term Plan (the "Long-Term Plan") and awards thereunder. The Long-Term Plan is designed to reward key managers for the attainment of longer-term goals of the Bank. In Fiscal 2014, Long-Term Plan awards will be made in cash-settled phantom stock, and potential payments will depend on the Company achieving certain target levels of return on equity ("ROE") relative to its peer group and the Company's stock price at the third anniversary of the date of grant. In particular, no payouts will be made unless, at the end of the three-year period, the Company's ROE is at least at the 30th percentile of its peer group and is also greater than 0. In addition, all awards under the Long-Term Plan would vest upon a change in control, as defined therein. The Company will enter into a phantom stock award agreement with each of the named executive officers under the Long-Term Plan.
Under the incentive award levels approved by the Committee, the Company's named executive officers can earn long-term incentive payouts up to 60% of current base salary for the Chief Executive Officer, up to 45% for the Chief Financial Officer, and up to 33.75% for the other named executive officers, with target payouts set at 40%, 30%, and 22.5% of base salary, respectively.


The Committee believes this structure will tie executive incentive compensation directly to the achievement of corporate goals over the long term and the interests of the Company's stockholders.
Both the Short-Term Plan and the Long-Term Plan include a "clawback" feature under which, if the Committee determines, in its sole discretion, that a participant received a payment based on materially inaccurate financial statements, reviews, gains, or any other materially inaccurate criteria used in determining the incentive calculation, then the Committee shall determine the overpayment amount and demand repayment from the plan participant. In addition, both plans provide that any change in the approved metrics caused by a single, non-recurring event that results in a 10% change in such metric will be reviewed by the Committee and may be excluded from the calculation at the Committee's discretion, and the Committee may also further adjust the approved metrics as the result of significant or material events in its discretion. The foregoing descriptions of the Short-Term Plan and the Long-Term Plan including the Form of Phantom Stock Award Agreement are qualified in their entirety by reference to such plans, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference herein.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
10.1         Home Federal Bank Amended and Restated Short-Term Incentive Plan (as
             amended and restated effective July 1, 2013).


10.2         Home Federal Bank Eighth Amended and Restated Long-Term Incentive
             Plan (including Form of Phantom Stock Award Agreement).

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