Independent
Tenure on this board
1.3 yrs
4 nominees · 3 ballot items.
Shareholders will vote to elect four directors to three-year terms, cast a non-binding advisory 'say-on-pay' vote to approve executive compensation as disclosed in the proxy, and ratify Forvis Mazars, LLP as Horizon’s independent registered public accounting firm for 2026.
Elect four directors to serve three-year terms expiring in 2029.
Non-binding, advisory 'say-on-pay' vote to approve the compensation of Horizon’s named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, Summary Compensation Table and related disclosures).
This non-binding advisory proposal asks shareholders to approve the company’s executive compensation as described in the proxy, including the Compensation Discussion and Analysis, the Summary Compensation Table and related disclosures. Management frames the vote as an endorsement of a pay-for-performance program that ties a meaningful portion of named executive officers’ compensation to annual financial metrics (net income, efficiency ratio, loan growth, asset quality) and longer-term performance-based equity awards tied to relative TSR and return on average assets versus peers. The Compensation Committee emphasizes risk controls — bonus minimum thresholds tied to minimum net income, committee review and final approval of payouts, clawback policy, and design features intended to mitigate excessive risk-taking. The Board also cites prior strong shareholder support (95.05% approval in 2025) as evidence that the program aligns with shareholder interests and therefore recommends a vote FOR. As an advisory vote, approval does not bind the company but the Board and Compensation Committee will consider the outcome when setting future compensation practices. Key contextual factors include Horizon’s recent peer benchmarking work with an independent consultant, the use of both short-term and long-term performance metrics, post-termination and change-in-control arrangements for certain executives, and ownership guidelines that require executive stock ownership. The proposal provides investors a governance signal about alignment between pay and company performance, but because it is advisory, any material shareholder concerns would need to be acted on through subsequent engagement or proxy votes on directors. Given the bank’s regulatory context and focus on enterprise risk management, the vote also invites consideration of whether incentive structures sufficiently guard against imprudent risk-taking while still enabling talent retention. In short, the proposal is a governance mechanism for shareholders to express approval or disapproval of the named executive officers’ compensation design and outcomes.
Ratify the appointment of Forvis Mazars, LLP as Horizon’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 4.7% | 2,391,541 | $40M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,227,584 | $37M |
| 3 | SAPIENT CAPITAL LLC | 4.1% | 2,080,012 | $34M |
| 4 | BlackRock, Inc. | 3.9% | 1,991,519 | $33M |
| 5 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 1,899,781 | $31M |
| 6 | PL Capital Advisors, LLC | 3.5% | 1,812,825 | $30M |
| 7 | STATE STREET CORP | 3.2% | 1,659,349 | $27M |
| 8 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 2.9% | 1,471,142 | $24M |
| 9 | FJ Capital Management LLC | 2.5% | 1,291,208 | $21M |
| 10 | JENNISON ASSOCIATES LLC | 2.4% | 1,232,985 | $20M |
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