Kathie DeRuiter
About Kathie DeRuiter
Executive Vice President of Horizon Bancorp, Inc. and Senior Bank Operations Officer since January 2014; previously Senior Vice President, Senior Bank Operations Officer (2003–2014) and Vice President, Senior Bank Operations Officer (2000–2003). Age 63 as of December 31, 2024; 25+ years in Horizon Bank operations leadership. As Senior Operations Officer, she oversees bank operations and works closely with technology and security teams; she has ~35 years of operations/technology experience and an educational background in Business Administration . Company performance context: Horizon’s cumulative TSR (value of $100) was 86.18 (2020), 138.19 (2021), 63.12 (2022), 100.47 (2023), 104.69 (2024); Net Income $68.5mm (2020), $87.1mm (2021), $93.4mm (2022), $28.0mm (2023), $35.4mm (2024); ROAA 1.22% (2020), 1.34% (2021), 1.24% (2022), 0.36% (2023), 0.45% (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Bancorp, Inc. / Horizon Bank | EVP, Senior Bank Operations Officer | 2014–present | Oversees bank operations; partners with technology and security teams to implement robust security measures |
| Horizon Bancorp, Inc. / Horizon Bank | SVP, Senior Bank Operations Officer | 2003–2014 | Led operations; continuity across regulatory and efficiency initiatives |
| Horizon Bancorp, Inc. / Horizon Bank | VP, Senior Bank Operations Officer | 2000–2003 | Senior operations leadership |
External Roles
No external public company directorships disclosed.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 312,000 | 324,480 | 335,837 (3.5% increase vs 2023) |
| Target Bonus ($) | N/D | N/D | $117,542 (Short-term $58,771; Long-term $58,771) |
| Actual Non-Equity Incentive ($) | 117,000 | 56,784 | 88,157 |
| Stock Awards – Grant Date FV ($) | 124,787 | 129,788 | 134,327 |
| All Other Compensation ($) | 60,687 | 63,006 | 65,521 (Thrift match $12,905; SERP $35,000; Dividends $17,616) |
| Total Compensation ($) | 614,474 | 574,058 | 623,842 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Short-Term Cash: Financial Outcome (Net Income & Efficiency) | 50% (Part A) | $58,771 | Included in $88,157 total | Requires ≥80% weighted score on short-term goals to earn Part A | Cash (annual) |
| Long-Term Cash: Enterprise Risk Management | 40% (Part B) | $58,771 (aggregate Part B target spread across long-term metrics) | Included in $88,157 total | Requires ≥80% weighted score on long-term goals to earn Part B | Cash (annual) |
| Long-Term Cash: Positioning for Future Success | 20% (Part B) | N/D | N/D | As above | Cash |
| Long-Term Cash: Project Management | 20% (Part B) | N/D | N/D | As above | Cash |
| Long-Term Cash: Professional Development | 20% (Part B) | N/D | N/D | As above | Cash |
| Performance Shares (PSUs): ROCE | ~34% of PSU score | 9,046 shares at target for 2024–2026 cycle | TBD (3-year) | Threshold 50–74th percentile=50%; Target 75–84th=100%; Max >84th=125% | Earned over 1/1/2024–12/31/2026 |
| Performance Shares (PSUs): CAGR of Total Assets | ~33% of PSU score | As above | TBD | As above | As above |
| Performance Shares (PSUs): ROAA | ~33% of PSU score | As above | TBD | As above | As above |
| Restricted Stock (RS) | N/A | 2,261 shares (grant 3/19/2024) | N/A | Time-based | Vests on 3-year anniversary |
Equity Ownership & Alignment
- Anti-hedging and anti-pledging policies prohibit hedging and pledging by directors and executive officers; no waivers granted and no pledging requests by directors/executives .
- Stock ownership guidelines: named executive officers must maintain ownership ≥2× base salary; shares counted per SEC beneficial ownership rules; unvested RS and unexercised options do not count .
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (Total Shares) | 88,451 (direct 19,317; Thrift Plan 27,477; vested stock options 8,077; IRA 33,580); <1% of shares outstanding |
| Options (Exercisable) | 2,407 @ $16.76 exp. 3/21/2027; 2,157 @ $20.11 exp. 3/20/2028; 3,513 @ $16.74 exp. 3/19/2029 |
| Unvested Restricted Stock | 5,780 shares; $93,116 market value at 12/31/2024 |
| Unearned Performance Shares | 23,122 shares; $372,495 payout value placeholder at 12/31/2024 (subject to performance) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreement (Double Trigger) | Severance if Qualifying Termination within 6 months before or 1 year after a change in control: base salary multiple 2.0×; bonus multiple average prior 2 years ×2.0; continued group health/life benefits for 24 months; partial-year bonus; release and restrictive covenants required |
| 12/1/2022 Amendment (DeRuiter) | Increased bonus multiple from 1× to 2×; increased benefit continuation from 12 to 24 months |
| CIC Severance Illustrative (as of 12/31/2024) | $860,127 salary/bonus/other severance; life insurance $500,000 |
| Equity Treatment on CIC | 2021 Plan: no acceleration at CIC; if involuntary termination within 2 years, all unvested awards vest at target; options/SARs become exercisable . Legacy 2013/2003 plans: single-trigger acceleration on CIC (and vesting at death/disability/retirement for options/time-based RS) |
| Clawback | Dodd-Frank-compliant policy adopted 10/17/2023; 2024 analysis found no recovery required |
| Deferred Compensation | 2005 SERP contributions in 2024: Executive $70,000; Company match $35,000; Aggregate earnings $179,268; Ending balance $1,387,859 . 2025 Deferred Compensation Plan replaces 2005 SERP for new deferrals; removes Horizon common shares as investment option . |
Compensation Structure Analysis
| Mix and Trends | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash vs Equity Mix (Salary + Bonus + Non-Equity Incentive vs Stock) | Cash $429,000; Stock $124,787 | Cash $381,264; Stock $129,788 | Cash $423,994; Stock $134,327 |
| Guaranteed vs At-Risk | Guaranteed: Salary $312,000 ; At-Risk: NEIP $117,000 + Equity $124,787 | Guaranteed: Salary $324,480 ; At-Risk: NEIP $56,784 + Equity $129,788 | Guaranteed: Salary $335,837 ; At-Risk: NEIP $88,157 + Equity $134,327 |
| Annual Salary Change | — | +$12,480 (4.0%) | +$11,357 (3.5%) |
- Shift toward PSUs (performance shares) with three-year measurement and percentile-based payout vs legacy options; RS remains time-based with 3-year cliff vest .
- Bonus plan design emphasizes financial outcomes and enterprise risk management with 80% minimum weighted-score thresholds, mitigating undue risk .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 96.5% of votes cast supported executive compensation; Board maintained program given strong support .
- Annual say-on-pay frequency reaffirmed by shareholders (92% favoring annual) .
Investment Implications
- Retention risk is moderate under M&A scenarios: double-trigger CIC severance of 2× salary and 2× average bonus plus 24 months of benefits can be competitive in community bank peer cohorts; equity awards vest at target upon qualifying termination, reducing voluntary departure risk during integrations .
- Alignment signals: substantial anti-hedging/anti-pledging policies, ownership guidelines at 2× salary for NEOs, and PSU metrics tied to ROCE, ROAA, and asset growth should anchor pay-for-performance and downside-risk controls .
- Near-term selling pressure: legacy options are exercisable but relatively modest in count; larger unvested RS/PS positions and three-year PSU cycle suggest primary equity realizations are event- and performance-driven rather than ongoing selling, with dividend equivalents paid pre-vesting on PSUs .
- Execution risk centers on operational efficiency and enterprise risk management—areas directly embedded in her incentive matrices (50% short-term weight on financial outcome; 40% long-term on ERM), indicating compensation levers are aligned to core operations and control disciplines .