James Dworkin

About James B. Dworkin

Independent director of Horizon Bancorp, Inc. (HBNC); age 76; Chancellor Emeritus of Purdue University North Central; currently Professor of Management at Purdue’s Mitchell E. Daniels School of Business; HBNC director since 2003 and Horizon Bank director since 2002. Expertise includes academia, negotiations, business administration, large organization management, and deep local community knowledge, regularly providing insights to the Board and management .

Past Roles

External Roles

• Multiple not-for-profit board positions (not individually enumerated) .

Board Governance

• Independence: HBNC board determined nine of eleven directors are independent under SEC and Nasdaq rules; Audit, Compensation, and Corporate Governance/Nominating committees meet independence requirements; Audit Committee members (including Dworkin) are independent .
• Committees: Audit Committee member; Audit Committee met four times in 2024; Audit Committee assists in oversight of accounting, auditing, and financial reporting .
• Audit Committee report: Dworkin is a signatory on the Audit Committee’s report recommending inclusion of audited financials in the 2024 Form 10-K; committee discussed independence with Forvis Mazars, LLP .
• Attendance: Board held 10 meetings in 2024; each director attended 89.0% or more of total Board and committee meetings; all eleven directors attended the 2024 Annual Meeting .
• Board leadership context: Independent Chair (Eric Blackhurst) to assume role after Craig Dwight’s term ends; Lead Independent Director position (previously in effect) will terminate upon new Chair’s appointment .

Fixed Compensation

Director compensation structure and Dworkin’s 2024 pay.

• Non-employee directors receive cash retainer of $45,000 and common stock retainer valued at $40,000; committee chairs receive additional fees: $7,500 (most committees), $10,000 (Audit), $15,000 (Lead Director); no additional meeting fees .
• Directors may defer fees under the Directors’ Deferred Compensation Plan; earnings accrue at 5-year U.S. Treasury rate +200 bps (capped at 120% of Applicable Federal Long-Term Rate); deferred fees may be invested in HBNC common shares; distributions in lump sum/installments or shares per plan terms .

Performance Compensation

• HBNC does not disclose performance-based compensation for directors; the director equity retainer is a fixed-value grant of common shares (not tied to performance metrics) .

Other Directorships & Interlocks

• No other public company directorships disclosed for Dworkin; service on multiple not-for-profit boards noted (not enumerated) .
• No compensation committee interlocks involving HBNC executives at other companies; all Compensation Committee members are independent .

Expertise & Qualifications

• Ph.D. in Industrial Relations; business school background; extensive academic leadership and negotiation experience; community knowledge, consensus building, and national/local insights valued by the Board .

Equity Ownership

Beneficial ownership as of February 28, 2025 (44,012,566 shares outstanding).

Alignment policies and restrictions:

• Stock Ownership Guidelines: Directors must hold common shares equal in value to at least 3x annual retainer; all directors satisfy the guidelines .
• Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging HBNC securities; pledging is prohibited except in limited cases with prior approval; no waivers or exceptions granted to directors/executives to date .

Governance Assessment

• Independence and committee engagement: Dworkin meets independence standards and serves on the Audit Committee, which strengthens oversight of financial reporting and auditor independence; his signature on the Audit Committee report signals engagement in audit oversight .
• Attendance and engagement: Participation at or above 89% threshold and attendance at Annual Meeting support investor confidence in board effectiveness .
• Compensation and alignment: Balanced cash/equity retainer with clear ownership guidelines; beneficial ownership and strict anti-hedging/anti-pledging policies support alignment with shareholders .
• Potential conflicts/related party exposure: HBNC reviews related person transactions; director/officer banking relationships occur in ordinary course on market terms, with compliance to federal banking regulations; no unfavorable features identified by management .
• Shareholder signals: Strong 2024 say-on-pay support (96.5% approval) indicates positive investor sentiment towards HBNC’s pay practices and governance framework .

RED FLAGS: None disclosed specific to Dworkin. Company-level controls include director resignation policy for majority-withheld votes, anti-hedging/pledging policies, and ownership guidelines; ordinary-course banking transactions with directors/officers are monitored and made on market terms .