Lawrence Burnell
About Lawrence E. Burnell
Lawrence E. Burnell (age 70) is Vice Chairman of White Lodging Services Corporation and formerly its COO and CFO, with 48+ years of financial management experience; he holds a B.S. in accounting, passed the CPA exam, and spent 10 years at a national public accounting firm . He has served on Horizon Bancorp, Inc.’s Board since 2009 and Horizon Bank’s Board since September 2007, is an Audit Committee member and qualifies as an audit committee financial expert; Audit Committee members meet NASDAQ/SEC independence requirements . The Board reported each director attended at least 89% of 2024 Board/committee meetings and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Lodging Services Corporation | Vice Chairman; previously COO & CFO | 31 years in senior financial roles | Deep real estate and service-industry experience; provides ERM and Credit Policy Committee with commercial real estate insight |
| National Public Accounting Firm | Financial/Accounting roles | 10 years | CPA exam passed; accounting expertise |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| White Lodging Services Corporation | Vice Chairman | No (national hotel management/development company) | Long-tenured operator; not disclosed as a public issuer |
Board Governance
- Independence and roles: Burnell serves on the Audit Committee; all Audit members are independent and the committee met 4 times in 2024. The Audit Committee report lists Burnell among signatories; Reed chairs the committee .
- Board attendance and engagement: Board met 10 times in 2024; each director attended ≥89% of Board/committee meetings and all attended the 2024 annual meeting .
- Election support (2024): Burnell received 26,558,957 “For” votes, 1,249,352 “Withhold”, with 7,201,418 broker non-votes, elected to a term through 2027 .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 49,382 | 52,509 |
| Stock Awards ($) | 34,993 | 39,991 |
| Total ($) | 84,375 | 92,500 |
Director compensation program structure:
- 2023: Cash retainer $45,000; equity retainer $35,000; chair fees—Audit $10,000; ERM & Credit Policy $7,500; Asset Liability $5,000; Cyber $5,000; Corporate Governance & Nominating $5,000; Lead Director $10,000; no meeting fees .
- 2024: Cash retainer $45,000; equity retainer $40,000; chair fees—Audit $10,000; Compensation $7,500; Corporate Governance & Nominating $7,500; ERM & Credit Policy $7,500; Cyber $7,500; Wealth $7,500; Lead Director $15,000; no meeting fees .
Performance Compensation
| Component | Performance Metrics | Vesting/Conditions | Notes |
|---|---|---|---|
| Equity retainer (director stock) | None disclosed for directors | Equity retainer paid in common shares; no meeting fees; time-based as part of retainer | No options or PSU metrics for directors disclosed; directors may defer fees via Directors’ Deferred Compensation Plan |
Directors’ Deferred Compensation Plan: non-employee directors can defer fees; earnings based on five-year Treasury +200 bps, capped at 120% of AFR; can invest deferred fees in HBNC common shares; payouts in cash or shares per election .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for Burnell in the proxy; White Lodging role disclosed (private) .
- Committee interlocks: Audit Committee membership listed; no compensation committee interlocks disclosed for Burnell .
Expertise & Qualifications
- Audit committee financial expert; extensive finance/accounting background; CPA exam passed .
- Significant commercial real estate acumen benefiting ERM and Credit Policy oversight, plus senior management experience in large, complex service organizations .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares owned directly | 9,484 |
| Shares held in trust (grantor and trustee) | 28,851 |
| Total beneficial ownership | 38,335; less than 1% of outstanding shares |
| Shares outstanding reference | 44,012,566 (as of Feb 28, 2025) |
| Pledging/Hedging status | Directors are prohibited from pledging/hedging; no waivers or exceptions requested |
| Ownership guidelines | Directors must maintain ≥3x annual retainer value; all directors satisfy guidelines |
Governance Assessment
- Board effectiveness: Burnell strengthens audit oversight as a designated financial expert with deep accounting and real estate experience; consistent attendance and committee engagement support investor confidence .
- Alignment and incentives: Director pay is modest, with meaningful equity retainer and robust stock ownership guidelines (≥3x retainer) and anti-hedging/anti-pledging policies, aligning directors with shareholders .
- Shareholder support: Strong 2024 election “For” vote for Burnell indicates shareholder backing of his continued service; broader say-on-pay approvals also signal positive governance sentiment (context for overall governance quality) .
- Conflicts/related-party exposure: Proxy discloses ordinary-course loans to directors under bank regulations on market terms; no Item 404 related-party transactions specific to Burnell are disclosed—low conflict signal .
RED FLAGS
- None disclosed specific to Burnell: no pledging/hedging, no related-party transactions requiring disclosure, no attendance issues, no legal proceedings noted; company has adopted a Dodd-Frank compliant clawback policy with recent analysis showing no recovery required from capital ratio corrections (policy strength) .