8-K: Horizon Bancorp Adds Larry Magnesen to Board

Horizon Bancorp, Inc. has expanded its Board of Directors to 13 members with the appointment of seasoned banking executive Larry S. Magnesen as an independent director.

Summary

• Horizon Bancorp, Inc. increased its Board of Directors from 12 members to 13 members.
• Larry S. Magnesen was elected to serve as an independent director, filling a vacancy in the Class of 2026.
• His initial term as a director will continue until the 2026 annual meeting of shareholders.
• Mr. Magnesen brings over forty years of experience in the banking industry, including senior leadership roles at Fifth Third Bank, Old Kent Bank, Banc One Ohio Corporation (now part of Chase Bank), and Citibank.
• He has been appointed to the Enterprise Risk Management, Credit Policy, and Fair Lending Committee and the Wealth Committee.
• The Board has determined Mr. Magnesen to be an independent director under the Company's Corporate Governance guidelines and Nasdaq Exchange requirements, as well as applicable SEC rules.
• Horizon Bancorp, Inc. is a $7.7 billion-asset commercial bank holding company as of June 30, 2025.

Sentiment

Score: 8

Explanation: The appointment of a highly experienced and independent director with a strong background in banking, risk management, and marketing is a positive development for corporate governance and strategic oversight. No negative aspects were disclosed.

Positives

• The addition of a highly experienced banking executive with over 40 years in the industry strengthens the Board's expertise.
• Mr. Magnesen's background includes senior leadership roles in corporate communications, reputation, marketing, retail, and business banking at major financial institutions.
• His appointment to the Enterprise Risk Management, Credit Policy, and Fair Lending Committee and the Wealth Committee brings valuable expertise to critical oversight areas.
• The Board's determination of his independence aligns with strong corporate governance practices.
• Management expects his deep banking knowledge and understanding of core markets to add value to Horizon's Midwest franchise.

Future Outlook

Management anticipates that Mr. Magnesen's extensive experience will provide valuable insights to the Board, aiding in the continued growth of Horizon's Midwest franchise and the delivery of exceptional financial services across Indiana and Michigan.

Management Comments

• "Larry's extensive leadership experience at one of the nation's leading regional banks enables him to provide valuable insights to Horizon's Board of Directors at a pivotal time in our growth." Thomas M. Prame, Chairman and President of Horizon Bank and Chief Executive Officer and President of the Company.
• "His deep banking knowledge and significant understanding of our core markets will add value as we continue to build out Horizon's highly valued Midwest franchise." Thomas M. Prame.
• "We are pleased to welcome Larry as our newest independent director and look forward to his guidance as Horizon Bank continues delivering exceptional financial services while supporting the communities in which we operate across Indiana and Michigan." Thomas M. Prame.
• "I am grateful that Larry's service to Horizon will continue as a member of the Company's independent board of directors." Eric P. Blackhurst, Board Chair.
• "His understanding of the complexities of the banking industry will be an asset to our Board, and I look forward to his additional contributions in this role." Eric P. Blackhurst.

Industry Context

The appointment of a seasoned banking executive with over four decades of experience, particularly in risk management and marketing, reflects a common industry trend among regional banks to strengthen governance and strategic oversight. In a competitive and evolving financial landscape, bringing in directors with deep operational and market-specific knowledge, especially from larger regional players like Fifth Third Bank, helps companies like Horizon Bancorp navigate regulatory complexities, manage risk, and enhance market positioning within their core Midwestern markets.

Comparison to Industry Standards

• The appointment of an independent director with extensive experience from a larger regional bank like Fifth Third Bank aligns with best practices for enhancing corporate governance and strategic depth, comparable to similar appointments made by other regional banks seeking to bolster their boards.
• Mr. Magnesen's background in Enterprise Risk Management and Credit Policy committees is crucial for a bank with $7.7 billion in assets, mirroring the focus on robust risk oversight seen across the banking sector, including institutions like Old National Bank or Wintrust Financial Corporation in the Midwest.
• His experience in marketing and corporate communications from Fifth Third Bank, a prominent regional bank, suggests a strategic move to enhance Horizon's brand and customer engagement, a common objective for regional banks competing with larger national players and fintechs.

Management Changes

Corporate Governance

Related Party Transactions

• No arrangements between Mr. Magnesen and any other person pursuant to which he was elected to serve as a director.
• No transactions to which the Company or any of its subsidiaries is a party and in which Mr. Magnesen has a material interest.

Stakeholder Impact

• Shareholders: Benefit from enhanced corporate governance, strategic oversight, and risk management expertise brought by an experienced independent director.
• Employees: Potential for more stable and strategically guided leadership.
• Customers: May benefit from improved financial services and strategic direction, particularly in wealth management and fair lending.
• Regulatory Authorities: The appointment of an independent director with a strong risk management background aligns with regulatory expectations for robust governance.

Next Steps

• Mr. Magnesen's term as director will continue until the 2026 annual meeting of shareholders.

Key Dates

Keywords

Horizon Bancorp, HBNC, Board of Directors, Director Appointment, Corporate Governance, Banking Industry, Financial Services, Independent Director, Fifth Third Bank, Risk Management, Wealth Management