Lynn Kerber
About Lynn M. Kerber
Executive Vice President; Chief Commercial Banking Officer of Horizon Bank; age 56. Tenure: Senior Commercial Credit Officer since May 2018; promoted to EVP in January 2021; currently EVP and NEO at Horizon Bancorp, Inc. . Company performance context: 2024 net income was $35.4 million, ROAA 0.45%, and cumulative TSR value of an initial $100 was 104.69 versus 132.44 for the peer group; these metrics frame pay-for-performance calibration for NEOs including Kerber .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Horizon Bancorp, Inc. / Horizon Bank | Senior Vice President, Senior Commercial Credit Officer | May 2018 – Dec 2020 | Not disclosed |
| Horizon Bancorp, Inc. / Horizon Bank | Executive Vice President, Senior Commercial Credit Officer | Jan 2021 – present | Not disclosed |
| Horizon Bank | Executive Vice President; Chief Commercial Banking Officer | 2024 (NEO designation) | Not disclosed |
External Roles
No external board or officer roles for Lynn Kerber are disclosed in the 2025 proxy .
Fixed Compensation
Multi-year cash compensation trend (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $284,233 | $324,480 | $355,306 |
| Year-over-year change | — | +$40,247 (2022→2023) | +$30,826; 9.5% increase (Comp Committee decision) |
Notes:
- The 2024 salary increase to $355,306 reflected a 9.5% adjustment set by the Compensation Committee within Horizon’s salary administration program and peer benchmarking .
Performance Compensation
Annual Cash Incentive – Design and Weighting (2024)
Kerber participates in the Executive Officer Bonus Plan; maximum bonus opportunity is 55% of base salary for 2024 . Weighting emphasizes business-unit outcomes and enterprise risk:
| Metric category | Short-term Part A weighting | Long-term Part B weighting |
|---|---|---|
| Financial Outcome of Horizon (Net Income & Efficiency) | 30% | — |
| Financial Outcomes for Areas of Direct Responsibility | 45% | — |
| Enterprise Risk Management | 15% | 70% |
| Project Management | 10% | — |
| Positioning Horizon for Future Success | — | 30% |
Bonus payout mechanics: Threshold and target are pre-set per category; payout requires ≥80% aggregate weighted score separately for short-term and long-term components .
2024 actual, target, and maximum (USD):
| Component | Threshold ($) | Target ($) | Maximum ($) | Actual 2024 paid ($) |
|---|---|---|---|---|
| Short-term goals | $15,545 | $62,179 | $97,709 | — |
| Long-term goals | $15,545 | $62,179 | $97,709 | — |
| Total | $31,090 | $124,358 | $195,418 | $144,343 |
Notes:
- Maximum bonus opportunity equals 55% of base salary for 2024 ; the Grants table shows the corresponding dollar maxima for Kerber .
- Actual paid under the Non-Equity Incentive Plan was $144,343 for 2024 .
Long-Term Equity Incentives – Grants and Vesting
Horizon’s LTI program delivers performance shares (PSUs) and time-based restricted stock; options are no longer used for new awards (post-2014 policy) .
2024 equity grants to Kerber (March 19, 2024):
| Award type | Grant date | Threshold (#) | Target (#) | Maximum (#) | Vesting schedule |
|---|---|---|---|---|---|
| Performance Shares | Mar 19, 2024 | 2,393 | 9,570 | 14,355 | 3-year performance period (2024–2026); goals are relative percentiles vs. $5–10B SNL Bank Index for ROE (34%), total assets CAGR (33%), and ROAA (33%); payout 50%/100%/125% at threshold/target/max |
| Restricted Stock | Mar 19, 2024 | — | 2,392 | — | Time-based vest on 3rd anniversary if employed and in good standing |
Outstanding (unvested) as of Dec 31, 2024:
| Award type | Unvested shares (#) | Market value ($) |
|---|---|---|
| Restricted Stock | 15,755 | $253,813 |
| Performance Shares | 23,024 | $370,917 |
Vesting realized in 2024:
| Shares vested in 2024 (#) | Value realized ($) |
|---|---|
| 10,726 | $116,874 |
Clawback: Company adopted a Dodd-Frank compliant compensation recovery policy on Oct 17, 2023; after analyzing a 2024 regulatory capital calculation correction, the Compensation Committee concluded no recovery was required (no incentives tied to Tier 1/Tier 2 capital metrics) .
Equity Ownership & Alignment
Beneficial ownership and components (as of Feb 28, 2025):
| Holder | Shares beneficially owned | Breakdown |
|---|---|---|
| Lynn M. Kerber | 27,173 | 25,805 direct; 1,368 in Thrift Plan |
| Shares outstanding | 44,012,566 | Company common shares outstanding on record date |
Additional alignment policies:
- Stock ownership guidelines: NEOs (other than CEO) must hold Horizon stock valued at least 2× base salary; sales and acquisitions are restricted until compliance achieved .
- Anti-hedging and anti-pledging: Executives are prohibited from hedging and pledging Horizon securities; limited pledging exceptions require prior Board committee approval; no waivers/exceptions have been granted to date .
- Options: Kerber has no outstanding stock options in the 2024 year-end awards table (consistent with program shift away from options) .
Insider selling pressure:
- Attempted to fetch Form 4 insider transactions for “Kerber” at HBNC for 2023–2025 using the insider-trades skill; request failed due to authorization error. Therefore, open-market transactions could not be independently verified beyond proxy-reported vesting activity [Read: insider-trades SKILL.md; command error log].
Employment Terms
Change-in-control (CIC) agreement, amended Dec 1, 2022; effective Oct 1, 2020:
| Provision | Terms for Kerber |
|---|---|
| Structure | Double-trigger: CIC plus qualifying termination (involuntary without Cause or resignation for Good Reason) within 6 months before or 12 months after CIC |
| Base salary severance | Lump sum equal to 2× current base salary |
| Cash bonus severance | Lump sum equal to average of prior 2 years’ total cash bonuses × 2 |
| Benefits continuation | Continued group health and life insurance for 24 months (individual benefit continuation term) |
| Restrictive covenants | Must remain in compliance; non-solicitation duration increased to 2 years per amendment |
| Additional amounts | Partial-year bonus for year of CIC based on then-current results; vested plan amounts per plan terms |
| Estimated CIC severance (12/31/2024) | $991,394 salary/bonus/other; plus $500,000 life insurance benefit |
Multi-Year Compensation (Kerber)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $284,233 | $324,480 | $355,306 |
| Stock Awards ($) | $313,004 | $129,788 | $142,109 |
| Non-Equity Incentive Plan ($) | $128,127 | $73,008 | $144,343 |
| All Other Compensation ($) | $41,744 | $66,500 | $69,123 |
| Total ($) | $767,108 | $593,776 | $710,881 |
Deferred compensation (SERP) – 2024 activity and balance:
| Item | Amount ($) |
|---|---|
| Executive contributions | $80,000 |
| Company matching contributions | $35,000 |
| Aggregate earnings | $40,075 |
| Ending balance | $358,566 |
Compensation Structure Analysis
- 2024 bonus design increases emphasis on risk management (70% of long-term weighting) and unit-level financial execution (45% of short-term weighting for areas of direct responsibility), aligning payouts with sustainable credit and operational outcomes .
- Actual 2024 cash bonus ($144,343) exceeded the target ($124,358), indicating above-target performance against matrices; the maximum opportunity is capped at 55% of salary to mitigate payout inflation .
- Shift away from options toward PSUs and restricted stock lowers asymmetry in pay outcomes and ties vesting to 3-year ROE/CAGR/ROAA relative performance, which strengthens long-term alignment and retention .
- Fixed pay rose 9.5% in 2024 within the peer-benchmarked salary program, balancing market competitiveness with at-risk components in the mix .
Risk Indicators & Red Flags
- Anti-hedging and anti-pledging policy is strict, with no executive waivers granted; this reduces alignment concerns related to hedging or forced sales .
- Company-wide clawback policy adopted Oct 17, 2023; no clawbacks triggered from the 2024 regulatory capital classification correction, as incentives were not based on the affected ratios .
- No disclosures of legal proceedings, investigations, or related-party transactions pertaining to Kerber in the proxy’s covered sections reviewed .
Equity Ownership & Guidelines Compliance
- Ownership guidelines require 2× base salary for NEOs (other than CEO); the proxy does not disclose Kerber’s compliance status or time-to-compliance .
- Beneficial ownership is modest in absolute terms (27,173 shares), with holdings comprised of direct ownership and Thrift Plan shares; unvested RS/PSUs add additional alignment via performance-contingent vesting .
Employment Terms – Additional Notes
- CIC severance is double-trigger and includes salary/bonus multiples and benefits continuation; non-solicitation is explicitly extended to 2 years for Kerber by amendment, indicating stronger retention post-transaction .
- Equity awards are subject to plan terms and Horizon’s clawback, and most awards have minimum vesting periods with specified acceleration provisions under limited conditions (death, disability, retirement, limited CIC conditions) .
Investment Implications
- Alignment: High proportion of PSUs with 3-year relative bank-performance metrics (ROE/CAGR/ROAA) and strong long-term ERM weighting (70%) suggest disciplined risk-adjusted execution tethered to multi-year outcomes—supportive of sustained credit and efficiency improvements that can translate into ROAA expansion and TSR capture .
- Retention risk: CIC protections (2× salary and 2× average bonus; 24 months benefits; 2-year non-solicit) reduce near-term attrition risk in a transaction scenario; the strict anti-hedging/anti-pledging policy curtails misalignment behaviors .
- Trading signals: 2024 bonus paid above target and increasing salary reflect performance momentum in her domain; however, absolute personal ownership is modest, and we could not verify recent open-market insider transactions due to Form 4 retrieval limits—monitor future proxies and Form 4s for selling pressure around vest dates [Read: insider-trades SKILL.md].
- Pay-for-performance: Mix balances fixed pay with at-risk components (bonus cap at 55%; PSUs with relative outperformance thresholds), which should limit overpayment in subpar years and amplify upside only on genuine value creation metrics .