Eric Blackhurst
About Eric P. Blackhurst
Eric P. Blackhurst (age 63) is an independent director of Horizon Bancorp, Inc. (HBNC) who has served on Horizon’s and Horizon Bank’s Boards since October 2017; he was elected by the Board on February 25, 2025 to become independent Chairman of the Board effective at the close of the 2025 annual meeting as Craig M. Dwight retires . He is Interim President of Alma College since 2024 and a retired Associate General Counsel (Corporate Transactions and Latin America) at The Dow Chemical Company, where he held increasing responsibility since 1990 in mergers & acquisitions, finance, and international business law . He previously served on the public boards of Wolverine Bancorp, Inc. and Wolverine Bank (2009–October 2017) prior to Horizon’s acquisition of Wolverine . Horizon identifies him as independent under SEC and NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Dow Chemical Company | Associate General Counsel, Corporate Transactions & Latin America; earlier Assistant General Counsel roles | 1990–retired (retired status as of 2025 proxy) | Corporate transactions, M&A, finance, international law expertise |
| Wolverine Bancorp, Inc. & Wolverine Bank | Director | 2009–Oct 2017 | Governance oversight until bank sold to Horizon |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alma College | Interim President | Since 2024 | Higher education leadership (non-public company) |
| Local/Regional non-profits | Leadership roles, fundraising | Various (not dated) | Community engagement; governance experience |
Board Governance
- Committee assignments:
- Chair, Corporate Governance & Nominating Committee (CG&N); members: Blackhurst (Chair), Magnuson, Williams; all independent .
- Member, Compensation Committee; 2025 proxy committee report lists Vanessa P. Williams (Chair), Blackhurst, Magnuson ; all members independent; no interlocks/related-party issues requiring Item 404 disclosure .
- Board leadership: Elected independent Chairman effective at the close of the 2025 annual meeting; Lead Independent Director role will terminate upon his assumption of Chair .
- Engagement & attendance: Board held 10 meetings in 2024; each director attended ≥89.0% of Board and committee meetings; executive sessions of independent directors held at least twice per year; all 11 directors attended the 2024 annual meeting . In 2023, Board held 10 meetings; each director attended ≥89.5% of Board/committee meetings .
- Director education: Horizon reports each director completed 100% of assigned continuing education in 2024 and 2023, with additional external training in audit, ERM, compensation, lending, fraud, and compliance .
Committee Activity
| Committee | Role | Independence | Meetings (2023) | Meetings (2024) |
|---|---|---|---|---|
| Corporate Governance & Nominating | Chair | All members independent | 4 | 4 |
| Compensation | Member | All members independent | 9 | — |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $50,007 | $34,993 | $85,000 |
| 2024 | $52,509 | $39,991 | $92,500 |
| Component (2024) | Amount | Notes |
|---|---|---|
| Base cash retainer | $45,000 | All non-employee directors |
| Equity retainer (common shares) | $40,000 | Granted as common shares (not RSUs) |
| CG&N Committee Chair fee | $7,500 | Chair premium |
| Lead Director fee | $15,000 | Applies while role exists |
- No meeting fees; no special assignment fees for directors .
- Deferred Compensation Plan available; directors may defer fees and invest in HBNC shares; earnings credited at five-year Treasury +200 bps, capped at 120% of AFR; distributions in lump sum/installments or shares; participants are general unsecured creditors .
Performance Compensation
| Performance-Linked Component | Detail | Disclosed Terms |
|---|---|---|
| Director performance incentives | None disclosed for directors | Director pay is retainer-based cash + common share grants; no RSUs/PSUs/options or performance metrics tied to director compensation |
- Stock ownership guidelines: Directors must maintain HBNC common shares valued ≥3x annual retainer; shares counted per SEC beneficial ownership rules; restricted stock and unvested options excluded; exceptions require Compensation Committee approval . Horizon reports all directors satisfy the guidelines .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Interlock/Conflict Notes |
|---|---|---|---|---|
| Wolverine Bancorp, Inc. | Public | Director | 2009–Oct 2017 | Prior board; no current interlocks disclosed |
| HBNC Compensation Committee | Board committee | Member | Current | All members independent; no executive officer interlocks; no Item 404 related-party transactions (outside ordinary-course banking loans) |
Expertise & Qualifications
- Corporate transactions, M&A, finance, and international law from senior legal roles at Dow .
- Prior public bank board experience (Wolverine Bancorp) .
- Active in governance education; Board-wide 100% completion of 2023–2024 assigned programs; external trainings attended by several directors .
- HBNC Board collectively has multiple audit committee financial experts and expertise in balance sheet/liquidity management, human capital, cybersecurity, and ERM .
Equity Ownership
| Metric | As of Mar 1, 2024 | As of Feb 28, 2025 | Post Aug 22, 2025 Form 4 |
|---|---|---|---|
| Shares Beneficially Owned | 18,491 | 21,812 | 26,298 (after purchase of 1,724 @ $14.50 on 08/22/2025) |
| Ownership % of outstanding | <1% (outstanding 44,111,174) | <1% (outstanding 44,012,566) | <1% (post-trade holdings) |
| Nature of ownership | All shares owned directly | All shares owned directly | Direct; post-trade total per Form 4 |
- Pledging/Hedging: No pledging disclosed; beneficial ownership note states all shares owned directly; no options disclosed for Blackhurst .
- Ownership guideline compliance: Company states all directors satisfy guidelines .
Attendance Summary
| Year | Board Meetings Held | Attendance Rate (each director) |
|---|---|---|
| 2023 | 10 | ≥89.5% |
| 2024 | 10 | ≥89.0% |
Say-on-Pay & Shareholder Feedback (signal of compensation governance quality)
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 96.5% in favor (excluding abstentions) |
| 2018 Say-on-Frequency approval for annual votes | 92% favored annual cadence |
Insider Trades (Form 4)
| Date | Action | Shares | Price | Post-Trade Holdings | Source |
|---|---|---|---|---|---|
| 08/22/2025 | Open-market purchase | 1,724 | $14.50 | 26,298 |
Governance Assessment
-
Strengths
- Independent Chair designation effective post-2025 annual meeting enhances board independence and oversight; Lead Director role sunsets as a result .
- As CG&N Chair, Blackhurst leads director nominations, governance principles, related-party oversight, insider share transaction oversight, and ESG oversight; committee is fully independent and met 4x in both 2023 and 2024 .
- Compensation Committee membership with all-independent composition and no interlocks or Item 404 related-party issues supports pay governance integrity .
- Strong engagement: Board met 10 times; directors’ attendance ≥89% in 2023–2024; independent director executive sessions at least twice annually; full attendance at 2024 annual meeting .
- Ownership alignment: Director equity retainer ($40k in common shares) and ownership guidelines (≥3x retainer) with company stating all directors comply .
- Positive shareholder sentiment: 2024 say-on-pay approval at 96.5% indicates confidence in compensation governance .
- Insider alignment signal: Incremental open-market purchase in Aug 2025 increasing holdings to 26,298 shares .
-
Watch items / potential red flags
- Time-commitment risk: Concurrent role as Interim President of Alma College may create bandwidth pressures; monitor board engagement continuity and attendance trends .
- Ownership level: Beneficial ownership remains <1% of outstanding; while compliant with guidelines, alignment relies primarily on guideline maintenance and equity retainer rather than large personal stakes .
- Chair role transition: As independent Chair, continuing robust executive sessions and committee oversight will be important; ensure no dilution of independent oversight as leadership structure changes .
Overall, Blackhurst’s governance profile—independent chairmanship, leadership of CG&N, Compensation Committee membership without interlocks, consistent attendance, and equity guideline compliance—supports investor confidence. Continued monitoring of external commitments and ownership growth is advisable given his expanded leadership role .