DEF: Horizon Bancorp Sets Date for 2025 Annual Shareholder Meeting, Announces Director Retirement

Horizon Bancorp will hold its 2025 Annual Meeting of Shareholders virtually on May 1, 2025, and Craig M. Dwight will retire from the Board at the end of his current term.

Summary

• Horizon Bancorp will hold its 2025 Annual Meeting of Shareholders virtually on May 1, 2025, at 10:00 a.m. Central Daylight Time.
• Shareholders of record as of February 28, 2025, are eligible to vote.
• The meeting will include the election of three directors, an advisory vote on executive compensation, and the ratification of Forvis Mazars, LLP as the independent registered public accounting firm for 2025.
• Craig M. Dwight will retire from the Board at the end of his current term, reducing the board size to 10 members.
• The board recommends voting for the election of Kevin W. Ahern, Eric P. Blackhurst, and Brian W. Maass as directors.
• The board has determined that nine of the eleven current members of the Board qualify as independent directors under SEC rules and the NASDAQ listing standards.
• Eric P. Blackhurst was elected as Chairman of the Board effective immediately upon the expiration of Mr. Dwight's term.
• The company's executive compensation program is designed to align executive compensation with the company's annual and long-term performance and with the interests of its shareholders.
• The Compensation Committee may unilaterally amend, modify, or cancel the plans at any time at its sole discretion.
• The company's compensation policies and practices are reasonable and unlikely to have a material adverse effect on Horizon.
• The company's pay ratio for 2024 is 36.3 to 1, with the CEO's annual total compensation at $1,640,847 and the median employee compensation at $45,159.
• The board recommends voting for the ratification of the appointment of Forvis Mazars, LLP as Horizons independent registered public accounting firm for 2025.
• Forvis Mazars, LLP's fees for professional services rendered in connection with the audit and review of Forms 10-Q and all other SEC regulatory filings were $897,965 for 2023 and $1,016,305 for 2024.

Sentiment

Score: 7

Explanation: The document is primarily informational and factual, with a neutral to slightly positive tone. The company is taking steps to ensure good corporate governance and align executive compensation with shareholder interests.

Positives

• The company is committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting.
• The company's executive compensation program is designed to align executive compensation with the company's annual and long-term performance and with the interests of its shareholders.
• The company has robust policies restricting hedging and pledging transactions related to Horizons common shares.
• The company maintains a detailed chief executive officer succession plan that includes a formal selection process that considers emergency, temporary, and permanent succession plans.
• The company has adopted a compensation recovery policy that incorporates the requirements of Section 10D of the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5608, as mandated by the Dodd-Frank Act (Clawback Policy).

Negatives

• Craig M. Dwight will retire from the Board at the end of his current term, reducing the board size to 10 members.

Risks

• The financial services business is complex and is undergoing changes that generate uncertainties about future events.
• The threat posed by cyber attacks is severe.
• The company may not be able to achieve its objectives, which could weaken the link between pay and performance and result in less of a correlation between the compensation delivered to Horizons executives and the return realized by Horizons shareholders.

Future Outlook

The Board anticipates a similar review at least quarterly in 2025.

Management Comments

• The Board of Directors believes that each business is unique, and, therefore, the Board leadership structure should vary depending upon each company's circumstances and needs as they evolve over time.
• Horizon believes that hedging and pledging transactions could have the effect of diluting the risks and rewards of stock ownership in Horizon and could cause an employee, director, or executive officer to have different objectives from Horizons other shareholders.

Industry Context

The document provides information on executive compensation, corporate governance, and auditor fees, which are common topics in proxy statements for publicly traded companies. The document also discusses the company's ESG framework, which is becoming increasingly important to investors.

Comparison to Industry Standards

• The document mentions a peer group of companies used for executive compensation benchmarking, including 1st Source Corporation, German American Bancorp, Inc., and Old Second Bancorp, Inc.
• The document compares Horizon's performance to the average performance for publicly traded banks with total assets between $5 billion and $10 billion on the SNL Bank Index.
• The document notes that the company's compensation levels for its executive officers are within acceptable ranges based on its performance relative to its peer group.

Management Changes

Corporate Governance

Related Party Transactions

• Directors and executive officers of Horizon and their associates were customers of, and had transactions with, Horizon Bank in the ordinary course of business during 2024. These transactions were made in the ordinary course of business on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with unrelated third parties.

Stakeholder Impact

• Shareholders have the opportunity to vote on key proposals, including the election of directors and executive compensation.
• Employees are impacted by the company's compensation policies and practices.
• Customers are indirectly impacted by the company's governance and risk management practices.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation when making future compensation decisions.
• The Audit Committee will continue to monitor the performance of the independent registered public accounting firm.

Key Dates