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ITEM 11.    Executive Compensation

Summary Compensation Table . The following table sets forth the total compensation paid to or earned by Jeffrey L. Weaver, our President and Chief Executive Officer, Suzanne C. Salls, our Executive Vice President and Chief Financial Officer and M. Gaye Rowland, our Senior Vice President, Retail Lending, for the years ended December 31, 2013 and 2012, respectively. We refer to these individuals herein as our named executive officers or “NEOs”.

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2014 Incentive Compensation Plan . On February 18, 2014, the Bank adopted the 2014 Short-term Incentive Plan (the “2014 STIP”), which is administered by the Compensation Committee of the Board. The Compensation Committee has the authority to select employees who will be eligible to participate in the 2014 STIP, determine the terms and conditions of the awards, and interpret the provisions of the 2014 STIP. The Compensation Committee also has the authority to increase, reduce, or eliminate the final award determinations, based upon objective or subjective criteria it deems appropriate.

Under the 2014 STIP, each participant is eligible for a bonus of up to 10% to 30% of such participant’s base salary, depending on his or her position with the Company. The bonus amount payable under the 2014 STIP is determined based upon the achievement of both Bank-wide and individual performance targets for the 2014 fiscal year established by the participant’s supervisor or by the Compensation Committee in the case of our Chief Executive Officer. The achievement of the Bank-wide targets accounts for up to 75% of each participant’s bonus, whereas the achievement of individual performance targets determines up to 25% of each participant’s bonus, based upon a scorecard model.

The Bank-wide targets are set to reflect overall performance of the Bank, and participants are entitled to a bonus based upon whether certain performance targets meet or exceed certain thresholds established by the

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Compensation Committee. Such performance targets include net operating profit after taxes, credit quality (specifically the ratio of non-performing assets to total assets), and deposit portfolio growth. The individual performance targets, on the other hand, are tailored to the specific position of each participant with the Company, with each participant being assigned three to five individual performance targets to be achieved during the 2014 fiscal year.

Pursuant to the 2014 STIP, if performance levels do not reach 66% of a specific category’s target, no bonuses will be paid for that category. Additionally, if the weighted average of the Bank-wide targets is less than 66% of established thresholds, then the 2014 STIP will not be funded for 2014. Furthermore, to the extent that the Bank-wide targets and the individual performance targets exceed the established thresholds, the maximum available bonus will be capped at 200% of each participant’s targeted payout (or between 20% and 60% of base salary). However, an participant’s total bonus payout can be increased by 5% if the Bank is recognized by the Dallas Morning News as a “Top 100 Place to Work” in 2014 and the net operating profit after taxes performance target is achieved at 100% or greater.

A three-to-one multiplier will be applied to calculate the portion of the bonus payout determined by achievement of Bank-wide performance targets, based on whether performance is above or below the applicable target. For performance below 100% of the applicable target, the payout will decrease on a three-to-one basis, down to the 0% payout at 66% of the applicable target. For example, if achievement is 90%, the payout will be 70%. For performance at 100%, the targeted payout for that category will be earned. For performance above 100%, the payout will increase on a three-to-one basis, up to the capped amount of 200%. For example, if achievement is 110%, the payout will be 130%. The three-to-one multiplier does not apply to the achievement of individual performance targets.

For Mr. Weaver, the individual position-specific targets include, among other things, targeted net operating profit after taxes, meeting targets for nonperforming assets measured as a percentage of total assets and targeted deposit growth. For Ms. Rowland, individual position-specific targets include, among other things, producing $80.7 million in mortgage loans and $1.8 million in fee income, producing $6 million in consumer, home equity and HELOC loans and providing support and guidance to the Bank’s branches in order to continue to provide an outstanding customer experience both in products and in service while reducing overall branch costs. For Ms. Salls, the individual position-specific targets include, among other things, delivering accelerated periodic filings in advance of reporting deadlines, coordinating examination and new reporting requirements with the Texas Department of Banking and the Federal Reserve following our charter conversion and working with our internal audit firm to leverage auditing processes in concert with processes designed for compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) to integrate these processes and improve efficiency .

Any amounts paid pursuant to the 2014 STIP are subject to claw-back in the event that the Bank’s financial statements must be amended due to error, omission, or fraud (as determined by the Board).

2013 Incentive Compensation Plan . The Bank sponsored the 2013 Short-Term Incentive Plan (the “2013 STIP”) which was administered by the Compensation Committee of the Board. The Compensation Committee had the authority to select employees who would be eligible to participate in the 2013 STIP, determine the terms and conditions of the awards and interpret the provisions of the 2013 STIP. The Compensation Committee also had the authority to increase, reduce or eliminate the final award determinations, based upon objective or subjective criteria it deemed appropriate.

Under the 2013 STIP, each participant was eligible for a bonus of up to 10% or 30% of such participant’s base salary, depending on his or her position with the Company. The bonus amount payable under the 2013 STIP was determined based upon the achievement of both Bank-wide and individual performance targets established by the Compensation Committee. The achievement of the Bank-wide targets accounted for up to 75% of each participant’s bonus, whereas the achievement of individual performance targets determined up to 25% of each participant’s bonus, based upon a scorecard model.

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The Bank-wide targets were set to reflect overall performance of the Bank, and participants were entitled to a bonus based upon whether certain performance targets met or exceeded certain thresholds established by the Compensation Committee. Such performance targets included net operating profit after taxes, credit quality (specifically non-performing assets) and deposit growth. The individual performance targets, on the other hand, were tailored to the specific position of each participant with the Company, with each participant being assigned three to four individual performance targets to be achieved during the 2013 fiscal year.

Pursuant to the 2013 STIP, if performance levels did not reach 80% of the individual category targets, no bonuses would be paid for that category. Additionally, if the average of the Bank-wide targets had been less than 66% of established thresholds, then the 2013 STIP would not have been funded for 2013. Furthermore, to the extent that the Bank-wide targets and the individual performance targets exceeded the established thresholds, the maximum available bonus would be capped at 200% of each individual’s targeted payout (or between 20% and 60% of base salary).

For Mr. Weaver, the individual position-specific targets included, among other things, development of a documented plan for accelerated growth including potential acquisitions and our charter conversion, updating the company’s internal campaign to reinforce the strategic plan and values, enhancing the effectiveness of marketing and branding activities, and enhancing overall profitability. For Ms. Rowland, individual position-specific targets included, among other things, producing $118 million in mortgage and consumer loans, driving loan officer and branch sales and service activities, and adding new experienced loan officers. For Ms. Salls, the individual position-specific targets included coordinating the transition to our new external auditing firm, improving efficiencies in regulatory reporting, preparation for a potential charter conversion, and development of herself and her staff.

We experienced pre-tax, pre-bonus net income of $2.221 million and recorded bonus expense of approximately $380,000 (including taxes). In February 2014, based on the achievement of Bank-wide and individual targets, we paid bonuses of $334,813, reflecting the Compensation Committees’ discretionary reduction on the bonus calculation. The amounts paid pursuant to the 2013 STIP are subject to claw-back in the event that the Bank’s financial statements must be amended due to error, omission or fraud (as determined by the Board). Amounts paid pursuant to the 2013 STIP are reflected as “non-equity incentive compensation” in the Summary Compensation Table above.

2012 Incentive Compensation Plan . The Bank sponsored the 2012 Short-Term Incentive Plan (the “2012 STIP”) which was administered by the Compensation Committee of the Board. The Compensation Committee had the authority to select employees who would be eligible to participate in the 2012 STIP, determine the terms and conditions of the awards and interpret the provisions of the 2012 STIP. The Compensation Committee also had the authority to increase, reduce or eliminate the final award determinations, based upon objective or subjective criteria it deemed appropriate.

For 2012, the Compensation Committee set the 2012 bonus pool at approximately 14.8% of pre-tax, pre-bonus net income. Under the 2012 STIP, each participant was eligible for a bonus of up to 10% or 30% of such participant’s base salary, depending on his or her position with the Company. The bonus amount payable under the 2012 STIP was determined based upon the achievement of both Bank-wide and individual performance targets established by the Compensation Committee. The achievement of the Bank-wide targets accounted for up to 75% of each participant’s bonus, whereas the achievement of individual performance targets determined up to 25% of each participant’s bonus, based upon a scorecard model.

The Bank-wide targets were set to reflect overall performance of the Bank, and participants were entitled to a bonus based upon whether certain performance targets (including earnings per share, deposit growth, and non-performing assets) met or exceeded certain thresholds established by the Compensation Committee. The individual performance targets, on the other hand, were tailored to the specific position of each participant with

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the Company, with each participant being assigned three to four individual performance targets to be achieved during the 2012 fiscal year.

Pursuant to the 2012 STIP, if performance levels did not reach 80% of the individual category targets, no bonuses would be paid for that category. Additionally, if the average of the Bank-wide targets had been less than 80% of established thresholds, then the 2012 STIP would not have been funded for 2012. Furthermore, to the extent that the Bank-wide targets and the individual performance targets exceeded the established thresholds, the maximum available bonus would be capped at 200% of each individual’s targeted payout (or between 20% and 60% of base salary).

For Mr. Weaver, the individual position-specific targets included, among other things, enhancing overall profitability, improving customer experience and continuing to improve stockholder value. For Ms. Rowland, individual position-specific targets included, among other things, producing $73 million in mortgage and consumer loans, assuming new responsibilities in sales and service and improving professionalism of the branch offices and overall customer experience. For Ms. Salls, the individual position-specific targets included ensuring compliance with public company filing obligations, coordinating the migration to reporting under the Board of Governors of the Federal Reserve System, improving loan servicing and continuing to improve stockholder value.

We experienced pre-tax, pre-bonus net income of $2.497 million and accrued for a bonus of approximately $370,000 (including taxes). In March 2013, based on the achievement of Bank-wide and individual targets, we paid bonuses of $339,806. The amounts paid pursuant to the 2012 STIP are subject to claw-back in the event that the Bank’s financial statements must be amended due to error, omission or fraud (as determined by the Board). Amounts paid pursuant to the 2012 STIP are reflected as “non-equity incentive compensation” in the Summary Compensation Table above.

Tax Qualified Plans

401(k) Plan . The Bank provides its employees with tax-qualified retirement benefits through the 401(k) Plan. All employees who meet the age and service requirements may participate in the 401(k) Plan. Participants may contribute up to 100% of their annual compensation to the 401(k) Plan on a pre-tax basis, subject to any limits prescribed by law. The Bank provides a 401(k) Plan match equal to at least 5% of the participant’s salary. Employer contributions are subject to a six-year graded vesting schedule such that 20% of a participant’s discretionary contributions vest after two years of service and an additional 20% vest after each following year of credited service so that a participant is 100% vested in his or her discretionary contributions after six years of credited service. Participants in the 401(k) Plan have the opportunity to purchase shares of Common Stock in their 401(k) Plan accounts. Upon termination of employment, participants may elect to receive payments of their benefits in a lump sum or in installments.

Employee Stock Ownership Plan . The Bank has adopted the SharePlus Bank Employee Stock Ownership Plan (the “ESOP”) for eligible employees who have attained age 21 and are employed for one year in which they complete 1,000 hours of service. The ESOP funded its initial stock purchase with a loan from the Company equal to the aggregate purchase price of the Common Stock. The loan is expected to be repaid principally through the Bank’s contribution to the ESOP and dividends payable on Common Stock held by the ESOP over the anticipated 20-year term of the loan.

The ESOP trustee holds the shares purchased by the ESOP in an unallocated suspense account, and shares are released from the suspense account on a pro-rata basis as the loan is repaid. A participant becomes vested in his or her account balance at the rate of 20% per year, starting on the first anniversary of the date of allocation.

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Change in Control and Severance Benefits

The Compensation Committee believes that severance and change in control benefits are necessary in order to attract and retain the caliber of executives and Board members the Company needs. These benefits are particularly important in an industry undergoing significant restructuring, providing for continuity of senior management and helping executives focus on business results, cost management, and strategic initiatives.

Change In Control Severance Agreements. During 2013, the Company entered into Change in Control Severance Agreements (“CIC Agreements”) with each of the named executive officers and directors. Under the CIC Agreements, these executives and directors will receive certain severance payments, described below, if their employment with, or service to, the Company is terminated (i) by the Company without “cause” or (ii) by the executive or director for “good reason” ((i) and (ii) each, a “Qualifying Separation from Service”), within the two-year period following a change in control, provided that the executive or director executes a release of claims against the Company, its subsidiaries and affiliates within 50 days following a Qualifying Separation from Service. An executive or director forfeits any right to severance payments if he or she violates the terms of any restrictive covenants contained in any written agreement with the Company or if his or her employment with, or service to, the Company is terminated (x) by the Company for “cause,” (y) by the executive or director without “good reason,” or (z) due to the executive’s or director’s death or disability.

Under his CIC Agreement, Mr. Weaver will receive severance payments equal to one year of his then current base salary (or, if his base salary was reduced following the change in control, his base salary as in effect immediately preceding the reduction), payable in equal installments over the one-year period beginning on the first payroll date on or immediately following the date that is 60 days after his Qualifying Separation from Service. Under their respective CIC agreements, Ms. Salls and Ms. Rowland will each receive severance payments equal to nine months of their respective then current base salary (or, if their respective base salary was

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reduced following the change in control, their respective base salary as in effect immediately preceding the reduction), payable in equal installments over the nine-month period beginning on the first payroll date on or immediately following the date that is 60 days after a Qualifying Separation from Service.

Under their respective CIC Agreements, each director will receive severance payments equal to the total value of director fees (retainer fees and meeting fees) he or she received in the nine-month period immediately preceding the director’s Qualifying Separation from Service (or the nine-month period immediately preceding the change in control if the applicable director fees were reduced following the change in control), payable in equal installments over the nine-month period beginning on the first payroll date on or immediately following the date that is 60 days after a Qualifying Separation from Service. There are no other benefits payable under the CIC agreements.

Risk Management and Compensation Practices

The Compensation Committee has reviewed the compensation policies and practices for the Company’s and executive officers and other employees and has not identified any risks arising from such compensation policies and practices, including any risks to the Company’s risk management practices and risk-taking incentives created by such compensation policies and practices, that are reasonably likely to have a material adverse effect on the Company.

Director Compensation

The table below sets forth the compensation paid to our non-employee directors for the fiscal year ended December 31, 2013. Jeffrey L. Weaver, our President and Chief Executive Officer, does not receive any retainer or other fees for his service as a director. Information with respect to compensation paid to Mr. Weaver is included above in “Executive Officer Compensation—Summary Compensation Table.”

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Director Fees . During the period January 2013 to June 2013 we paid a $900 monthly retainer to each director ($1,400 for our Chairman of the Board), and $450 for each Board meeting attended. Additionally, during the period from January 2013 to June 2013, the chairman of each of our Audit Committee, Compensation Committee, and Credit Policy Committee received an additional $300 monthly retainer, and the chairman of our Nominating Committee received an additional $200 monthly retainer. During the period from January 2013 to June 2013 our Chairman received an additional $5,150 per month to reflect significant time spent and increased involvement in certain strategic planning, development and budgeting processes. Beginning in July 2013 we (a) increased the monthly retainer paid to each director to $1,080 per month and the fees paid for Board meeting attendance to $540 per meeting, (b) increased the additional monthly retainer paid to the chairman of each of our Audit Committee, Compensation Committee and Credit Policy Committee to $360 per month, (c) increased the additional monthly retainer paid to the chairman of our Nominating Committee to $240 per month and (d) increased the monthly retainer and fee paid to our Chairman to $8,400 per month. Each of our directors, (other than Messrs. Weaver and Sloan) also received 3,000 shares of restricted stock. Mr. Sloan received 3,875 share of restricted stock. Each of our directors, (other than Messrs. Weaver, Sloan and Zmigrosky) also received option to purchase 500 shares of the Company’s common stock at an exercise price of $19.40 per share for his service as a director during the 2013 fiscal year. Mr. Sloan and Mr. Zmigrosky received options to purchase 850 shares and 950 shares, respectively, at an exercise price of $19.40 per share. Such shares of restricted stock and options are scheduled to vest at a rate of 20% per year commencing November 21, 2014.