John Stewart
About John Stewart
John R. Stewart, CFA, is Executive Vice President and Chief Financial Officer of Horizon Bancorp, Inc. (HBNC), appointed effective May 20, 2024; he was 44 as of December 31, 2024 and previously served in senior buy-side and bank finance roles spanning ~19 years, including Deputy CFO at First Interstate BancSystem and hedge fund portfolio/analyst positions . During his tenure, he has certified HBNC’s Q3 2025 10-Q (SOX 302 and 906), underscoring accountability for financial reporting and controls . Company performance context under his watch includes a strategic balance sheet repositioning that drove a Q3 2025 net loss of $222.0 million (non-recurring impacts), while management highlighted expanding NIM, solid commercial loan production, deposit growth, and strong credit quality execution into 2026 priorities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Interstate BancSystem, Inc. | EVP & Deputy Chief Financial Officer | Mar 2021 – May 2024 | Deputy CFO of regional bank; public company finance leadership |
| Verition Fund Management LLC | Portfolio Manager | Apr 2020 – Mar 2021 | Public markets portfolio management; capital markets acumen |
| Balyasny Asset Management | Sub-sector Portfolio Manager | Dec 2016 – Mar 2020 | Sector portfolio leadership; financial sector expertise |
| Millennium Management | Senior Analyst | Feb 2013 – Nov 2016 | Fundamental equity research/analysis |
| Maltese Capital Management | Senior Analyst | May 2005 – Feb 2013 | Bank/thrift-focused investment analysis |
External Roles
- No public company board roles disclosed in HBNC’s executive officer biographies; section focuses on internal management roles .
Fixed Compensation
| Element | Detail | 2024 Amount | Notes |
|---|---|---|---|
| Base salary | Per employment agreement | $440,000 annual rate (effective 5/20/24) | Reviewed annually, not decreased per agreement |
| Salary paid (2024) | Prorated in year of hire | $262,308 | Reflects partial-year service in 2024 |
| Signing bonus | One-time sign-on | $200,000 | Paid upon execution of employment agreement |
| All other compensation | Moving expenses + benefits | $233,632 (includes $202,663 moving; $5,500 401k match; $25,469 dividends on stock) | Perquisites minimal; itemized in proxy |
Performance Compensation
Annual Bonus (Cash) – Design and 2024 Outcome
| Metric Framework | Weighting (Short-term “Part A”) | Weighting (Long-term “Part B”) | Target/Max Opportunity | 2024 Actual |
|---|---|---|---|---|
| Financial outcome of Horizon (Net Income & Efficiency) | 60% | — | Max annual bonus opportunity = 70% of salary | Non-equity incentive paid: $155,958 |
| Enterprise Risk Management | 20% | 60% | See matrix thresholds/80% gate for payout | Incorporated in payout |
| Project Management | 20% | 20% | See matrix thresholds/80% gate for payout | Incorporated in payout |
Notes:
- Bonus Plan requires minimum performance gates (aggregate weighted score ≥80% for Part A and Part B to earn respective portions), Compensation Committee oversight, and clawback eligibility .
Long-Term Incentives (Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (time-based) | May 20, 2024 | 79,590 | $1,012,385 | 19,897 on 5/20/2025; 19,897 on 5/20/2026; 39,796 on 5/20/2027 |
- No performance share grant to Stewart in 2024; outstanding awards table shows no unearned performance shares for him as of 12/31/2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 79,590 shares owned directly; less than 1% of outstanding |
| Vested vs. unvested | Unvested time-based restricted stock: 79,590 ($1,282,195 market value at 12/31/24); no options or PSUs outstanding |
| Options (exercisable/unexercisable) | None disclosed for Stewart |
| Ownership guidelines | NEOs (other than CEO) must hold ≥2x base salary in HBNC shares |
| Pledging/hedging | Stand-alone anti-hedging and anti-pledging policies prohibit such activities; no exceptions granted; no pledging requested by directors/executives |
| Upcoming vesting cadence (potential supply) | 19,897 shares on 5/20/2025; 19,897 on 5/20/2026; 39,796 on 5/20/2027 |
Employment Terms
Employment Agreement (effective May 20, 2024)
| Term | Provision |
|---|---|
| Term | Rolling 1-year term; annual auto-renew unless notice |
| Salary & benefits | Base salary reviewed annually (no decreases); eligible for executive bonus plan and benefits |
| Termination for Cause / Good Reason | Defined (includes fraud, willful misconduct, regulatory bars; good reason includes ≥10% pay/benefit cut, material duty reduction, required relocation >50 miles) |
| Severance (no-Cause/Good Reason) | 6 months base salary; 50% of average prior 2-year cash bonus (special provision: for 2024/2025, 50% of target or $220,000); 6 months health/life benefits; up to $20,000 job search reimbursement; vested benefits per plan; release required; subject to FDIC/409A/280G limits |
| Estimated severance if triggered 12/31/2024 | $364,096 |
Change-in-Control (CIC) Agreement (effective May 20, 2024)
| Feature | Stewart Terms |
|---|---|
| Structure | Double trigger (CIC + Qualifying Termination within 6 months before or 12 months after CIC) |
| Cash severance | 2.0x base salary; 2.0x average cash bonuses (prior 2 years); partial-year bonus pro-rated |
| Benefits | 12 months continuation for health/life |
| Restrictive covenants | Must comply with confidentiality, return of property, non-solicit of customers/employees, and non-compete covenants to receive benefits |
| Estimated CIC severance at 12/31/2024 | $1,064,149 (excludes equity acceleration) |
| Equity treatment | Under 2021 Plan, no single-trigger vest; double-trigger vesting at target on termination within 2 years post-CIC; legacy 2013/2003 plans had single-trigger vesting |
Clawbacks and Compliance
- Dodd-Frank compliant compensation recovery policy adopted October 17, 2023; 2024 review after a regulatory capital classification correction concluded no recovery was required (no incentive based on the affected ratios) .
Deferred Compensation/Pension
| Plan | 2024 Participation |
|---|---|
| 2005 SERP / Deferred Compensation | Stewart had no deferrals or registrant contributions in 2024 |
Insider Trading and Filings
- Late Form 4: Stewart filed one Form 4 late (13 days) on June 5, 2024 .
Performance Compensation – Metric Detail
| Metric | Weight (CFO) | Targeting Approach | Payout Mechanics |
|---|---|---|---|
| Net income vs. plan; efficiency ratio | 60% (short-term) | Committee sets challenging, attainable targets; includes financial outcomes and strategic metrics | Part A (short-term) and Part B (long-term) each require ≥80% weighted score to pay; max CFO bonus opportunity = 70% of salary |
| Enterprise Risk Management | 20% (short-term); 60% (long-term) | Risk/compliance/ERM execution | Committee discretion within matrix; clawback applies |
| Project Management | 20% (short-term and long-term) | Strategic project delivery | As above |
Multi-Year Compensation Snapshot
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 262,308 | 200,000 (signing) | 1,012,385 | 155,958 | 233,632 | 1,864,283 |
Equity Awards Outstanding (12/31/2024)
| Instrument | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|
| Time-based restricted stock | 79,590 | 1,282,195 |
| Performance shares | — | — |
| Stock options (exercisable/unexercisable) | — / — | — |
Employment Economics – Scenario Analysis (as of 12/31/2024)
| Scenario | Cash Severance | Benefits Continuation | Bonus Component | Other |
|---|---|---|---|---|
| Termination without Cause / Good Reason (non-CIC) | 6 months salary | 6 months health/life | 50% of average prior 2-year bonus (special: 50% of target or $220,000 for 2024/2025) | Up to $20,000 job search; release required; FDIC/409A/280G constraints |
| Double-trigger CIC (CIC + Qualifying Termination) | 2.0x base salary | 12 months | 2.0x average cash bonuses + partial-year bonus | Restrictive covenants compliance required; successors bound |
Risk Indicators & Governance Signals
- Anti-hedging/anti-pledging, robust stock ownership guidelines (NEOs at ≥2x salary), and double-trigger CIC vesting under the 2021 Plan improve shareholder alignment and reduce opportunistic risk-taking and single-trigger windfalls .
- Clawback policy in place; 2024 assessment found no recovery due to the nature of a regulatory capital classification correction not affecting incentive calculations .
- One late Form 4 in 2024 (13 days) noted for Stewart; no broader legal proceedings or investigations disclosed in proxy context .
Investment Implications
- Alignment and retention: A sizable time-based RSU grant (79,590 shares) with three-year vesting creates retention tether and aligns upside to share price; anti-pledging and ownership requirements bolster alignment, while double-trigger CIC terms avoid single-trigger windfalls .
- Near-term supply/insider selling pressure: Vesting tranches of 19,897 shares on 5/20/2025 and 5/20/2026 and 39,796 on 5/20/2027 could be overhang periods if sales occur for tax/liquidity needs; monitor Form 4s around these dates .
- Pay-for-performance: CFO’s annual incentive is predominantly tied to company financials (net income, efficiency) and ERM/project delivery, with payout gates and clawback—constructs that are viewed as investor-friendly in community bank comp frameworks .
- Transition execution risk: 2025 balance sheet repositioning drove a one-time Q3 2025 net loss; continued delivery on NIM expansion, credit, and deposit strategy—areas management emphasized—will be critical for compensation outcomes and investor confidence under Stewart’s financial leadership .