Brian Maass
About Brian W. Maass
Brian W. Maass (age 51) is an independent director of Horizon Bancorp, Inc. (HBNC), appointed to the Board in January 2024 and to Horizon Bank’s board in May 2023 . He is Founder and Managing Director of Maass Financial Consulting LLC and previously served as EVP and Chief Financial Officer at TCF Financial (with interim Deputy CFO during parts of 2019–2020), holding a B.S. in Accounting (Northern Illinois University) and an MBA in Finance (University of St. Thomas – Opus College of Business) . Maass serves on HBNC’s Audit Committee and is designated an “audit committee financial expert” under SEC rules, supporting board oversight of financial reporting and controls .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TCF Financial (Minneapolis, MN) | EVP & Chief Financial Officer; Interim Deputy CFO during parts of 2019–2020 | Jan 2016–Jun 2021 (with interim Deputy CFO periods in 2019–2020) | Led treasury, accounting, finance across large regional/national bank; balance sheet/liquidity and M&A integration experience |
| Maass Financial Consulting LLC | Founder & Managing Director | Not disclosed | Banking consulting (ALM, liquidity, M&A advisory); deep treasury/risk expertise |
External Roles
- No current public company directorships disclosed beyond HBNC/Horizon Bank .
- Prior executive role at TCF Financial; no other board interlocks disclosed in HBNC’s proxy .
Board Governance
- Committee assignments: Audit Committee member; Audit Committee composition includes Reed (Chair), Burnell, Dworkin, Freigang, and Maass; all are independent under SEC/NASDAQ standards .
- Expertise: Maass qualifies as an “audit committee financial expert” .
- Independence: Board determined nine of eleven directors are independent; all Audit, Compensation, and Corporate Governance & Nominating Committee members meet independence requirements .
- Attendance: Board met 10 times in 2024; each director attended 89.0% or more of Board and committee meetings; all eleven directors attended the 2024 Annual Meeting .
- Board leadership: Independent chair transition to Eric P. Blackhurst effective at the close of the 2025 annual meeting; lead director role to terminate upon this transition; executive sessions occur without non-independent directors at least twice annually .
- Anti-hedging/pledging: Robust prohibitions for directors; no waivers or exceptions granted; no pledging by directors/executives requested .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Equity Retainer (Common Shares) ($) | Committee Chair Fees ($) | Meeting Fees | Total ($) |
|---|---|---|---|---|---|
| 2024 | 45,009 | 39,991 | None disclosed for Maass (not a chair) | None (no meeting fees paid) | 85,000 |
- Standard non-employee director compensation: $45,000 cash retainer and $40,000 in common shares (rounded amounts shown for 2024) .
- Additional chair fees apply only to designated chairs: Audit ($10,000), others ($7,500), Lead Director ($15,000); Maass not disclosed as chair of any committee .
- Directors’ Deferred Compensation Plan available (deferral of fees, earnings based on five-year U.S. Treasury +200 bps, may invest in HBNC shares) .
Performance Compensation (Director)
- HBNC does not grant performance-based (metric-conditioned) equity to directors; non-employee director equity is an annual share retainer, not tied to performance goals .
- Stock ownership guidelines: Directors must hold HBNC shares with value ≥3x annual retainer; all directors satisfy the guidelines .
Performance Metrics Table (Director Compensation)
| Grant Type | Performance Metrics | Weighting | Vesting/Trigger |
|---|---|---|---|
| Director annual equity retainer (common shares) | None (not performance-based) | N/A | Annual share retainer; not subject to performance hurdles |
Other Directorships & Interlocks
- No additional public company boards or disclosed interlocks beyond HBNC/Horizon Bank .
- Compensation Committee interlocks: None; all Compensation Committee members are independent; no related person transactions requiring disclosure except ordinary-course loans .
Expertise & Qualifications
- Financial leadership across complex banking organizations; balance sheet and liquidity management, mergers/integrations, and risk management competencies .
- Audit committee financial expert designation enhances oversight of financial reporting, audits, and internal controls .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Source/Date |
|---|---|---|---|
| Brian W. Maass | 4,121 | <1% | As of Feb 28, 2025 (security ownership table) |
| Brian W. Maass | 6,883 (after +331 shares acquired at $15.08) | <1% | Form 4 filed June 9, 2025 (post-proxy update) |
- Anti-hedging and anti-pledging policies prohibit hedging and pledging for directors; no exceptions granted and no pledges requested .
- Director ownership guidelines (≥3x annual retainer) in effect; all directors satisfy guidelines .
Insider Trades (Form 4s)
| Date | Transaction | Shares | Price | Holdings After | Source |
|---|---|---|---|---|---|
| Jun 9, 2025 | Award/Acquisition | 331 | $15.08 | 6,883 | |
| Oct 30, 2025 | Bona fide gift | 500 | $0 | Not disclosed in summary | (EDGAR link embedded) |
Governance Assessment
- Board effectiveness: Maass strengthens the Audit Committee with “financial expert” credentials and deep banking finance/risk experience, aligning with HBNC’s needs in a regulated sector .
- Independence and alignment: Independent director on a fully independent Audit Committee; strong anti-hedging/pledging and ownership guidelines improve alignment with shareholders .
- Engagement: Board met 10 times in 2024 with each director ≥89% attendance; all directors attended the 2024 annual meeting, signaling active oversight .
- Director pay mix: Standard, modest cash plus equity retainer; no meeting fees; no performance-conditioned director awards, limiting pay complexity and potential misaligned incentives .
- Investor confidence signals: Say-on-pay support remained strong in 2024 (96.5% approval), and 2025 vote counts again showed broad support; Maass re-elected in 2025 with 30,698,727 votes for vs. 594,973 withheld, indicating shareholder confidence in board composition .
- Conflicts/related-party exposure: The proxy discloses ordinary-course loans to directors/executives under standard terms with no unfavorable features; no Item 404 related person transactions requiring disclosure beyond these exempt loans .
- RED FLAGS: None disclosed regarding hedging/pledging, related-party transactions, attendance shortfalls, or director pay anomalies; policies explicitly restrict hedging/pledging and no exceptions have been granted .
Overall, Maass brings strong audit/finance expertise and independence to HBNC’s board, with standard director compensation and positive engagement indicators. Governance policies on ownership, hedging/pledging, and committee independence support investor confidence .