Zachary Horn

About Zachary Horn

Zachary I. Horn (age 46) is an independent director of First Mid Bancshares, Inc. (FMBH), serving since January 2020. He is founder, president, and sole owner of Metro Communications Company, Inc., a regional telecommunications services provider operating since 2000. Horn holds a bachelor’s degree in economics from St. Louis University and a master’s degree in finance from the University of Illinois. The Board has determined that all directors except the CEO are independent under NASDAQ rules, which includes Horn .

Past Roles

External Roles

Board Governance

• Independence: Horn is classified as independent; all committee memberships in 2024 met NASDAQ independence and experience requirements .
• Committee memberships: Audit, Compensation, NGC, and Risk; not identified as chair of any committee (current chairs: Audit—Mary J. Westerhold; Compensation—James E. Zimmer; NGC—Robert S. Cook; Risk—J. Kyle McCurry; Lead Independent Director—Holly B. Adams) .
• Attendance and engagement: The Board held 14 meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served (Palmby excepted due to late-year appointment) .
• Committee cadence: Audit met 7 times; Compensation 3; NGC 1; Risk 4 in 2024 .
• Lead Independent Director and executive sessions: The Board maintains a Lead Independent Director (Adams) who coordinates and moderates executive sessions of independent directors and acts as liaison with the Chair/CEO .

Fixed Compensation

• Structure for non-employee directors (2024):

  • Base quarterly retainer: $6,250; Lead Independent Director receives an additional $2,500 per quarter .
  • Committee retainers: Audit ($625/qtr; plus Chair $1,250/qtr; banking/financial expert $625/qtr), Compensation ($625/qtr; plus Chair $1,000/qtr), NGC ($500/qtr; plus Chair $1,000/qtr) .
  • Subsidiary board retainers: First Mid Bank ($2,500/qtr), Wealth Management ($500/qtr), Insurance Group ($500/qtr); Wealth Management Committee ($250/qtr) .

• Horn’s 2024 fees breakdown: | Component | Amount (USD) | |---|---| | Company Board retainer | $25,000 | | First Mid Bank Board retainer | $10,000 | | Wealth Management Board retainer | $2,000 | | Insurance Group Board retainer | $2,000 | | Audit Committee member | $2,500 | | Compensation Committee member | $2,500 | | Nominating & Governance Committee member | $2,000 | | Risk Committee member | $2,000 | | Total Fees Earned/Paid in Cash | $48,000 |

Performance Compensation

• Equity compensation: 700 fully vested shares granted to each non-employee director in 2024 (prorated for Palmby), with grant-date fair value $23,450 for Horn; awards are fully vested and not subject to performance metrics . | Grant Type | Grant Year | Shares | Grant-Date Fair Value (USD) | Vesting | |---|---|---|---|---| | Stock award (common) | 2024 | 700 | $23,450 | Fully vested |

• Clawback provisions: Company maintains incentive compensation recoupment policies allowing recovery in event of financial restatement or misconduct; Dodd-Frank/Nasdaq-compliant recovery policy applies to incentive compensation tied to financial reporting measures (policy scope described at company level) .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: BA in Economics (St. Louis University); MS in Finance (University of Illinois) .
• Domain expertise: Entrepreneurship and telecom operations via 25 years leading Metro Communications; finance skills complement Board oversight .
• Board skill matrix highlights overall Board strengths across finance, risk, governance, and technology; Horn contributes entrepreneurship and finance perspective as described in his biography .

Equity Ownership

• Stock ownership guidelines: Non-employee directors are encouraged to own at least $100,000 in Company stock; all nine directors meet this threshold. Deferred Compensation Plan shares are included in guideline calculations .
• Beneficial ownership (as of February 18, 2025): | Holding Type | Shares | % of Shares Outstanding | Notes | |---|---|---|---| | Total beneficial ownership | 12,193 | 0.1% | Includes individually held and Deferred Compensation Plan shares | | Individually held | 5,913 | — | Counted within total | | Deferred Compensation Plan (DCP) | 6,280 | — | Counted within total |
• Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, puts/calls, and depositing Company stock in margin accounts; no pledged shares by Horn are disclosed .

Governance Assessment

• Strengths:

  • Independent director with multi-committee service spanning Audit, Compensation, NGC, and Risk; demonstrates broad engagement in core governance domains .
  • Attendance at least 75% of Board/committee meetings; Board met 14 times in 2024, indicating active oversight cadence .
  • Balanced director pay mix with modest cash fees ($48,000) and fully vested equity grants (700 shares; $23,450), aligning directors with shareholders while avoiding complex performance-linked schemes for directors .
  • Strong shareholder support on say‑on‑pay (97% approval in 2023), signaling investor confidence in compensation governance broadly .

• Potential conflicts/RED FLAGS to monitor:

  • External control of Metro Communications (telecom) could pose related‑party risk if FMBH or subsidiaries procure telecom services; however, no Item 404 related‑party transactions involving Compensation Committee members (including Horn) were disclosed for 2024. Continue to monitor vendor relationships and any service contracts for related‑party exposure .
  • No disclosure of pledged shares; anti‑hedging and margin prohibitions mitigate alignment risks, but periodic verification of compliance is prudent .

• Committee effectiveness signals:

  • Audit (7 meetings) and Risk (4) cadence suggests robust oversight of financial reporting and enterprise risk; NGC activity (1 meeting) supports governance framework maintenance; Compensation (3) reflects structured executive pay oversight. Horn’s participation across all committees supports board effectiveness .

Director Compensation (Detail)

Insider Trades

• Section 16 compliance: Company disclosed two late Form 4s in 2024 (one director—Zimmer—IRA purchase; one executive non‑NEO—donation), with no mention of Horn. No Form 4 transactions by Horn were disclosed in the provided filings .