Mark Secor
About Mark Secor
Mark E. Secor (58) is Executive Vice President and Chief Administration Officer of Horizon Bancorp (HBNC) since May 20, 2024, after serving as EVP and Chief Financial Officer from January 2009 to May 2024 and as EVP of Horizon since January 2014 . His compensation is tied to multi-factor performance, including net income/efficiency for annual cash incentives and long-term equity measured on relative ROCE, asset growth CAGR, and ROAA; Horizon also tracks TSR in its pay-versus-performance disclosures . Recent company performance during 2020–2024 shows net income of $68.5m, $87.1m, $93.4m, $28.0m, and $35.4m, ROAA of 1.22%, 1.34%, 1.24%, 0.36%, and 0.45%, and cumulative TSR values of 86.18, 138.19, 63.12, 100.47, and 104.69 (value of initial $100), respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Horizon Bancorp, Inc. | EVP, Chief Administration Officer | May 20, 2024 – Present | Transitioned from CFO; retains EVP role supporting administration . |
| Horizon Bancorp, Inc. | EVP & Chief Financial Officer (Horizon and Horizon Bank) | Jan 2009 – May 20, 2024 | Long-tenured CFO across multiple cycles; executive committee leadership . |
| Horizon Bancorp, Inc. | Executive Vice President | Jan 2014 – Present | Senior leadership continuity . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| — | Not disclosed in latest proxy | — | — . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 337,000 | 347,110 | 318,119 |
| Salary notes | — | — | Salary remained $347,110 until May 20, 2024, then adjusted to $300,000 upon move to CAO . |
Performance Compensation
Annual bonus design and weightings (2024)
| Category | Short-term weighting | Long-term weighting | Notes |
|---|---|---|---|
| Financial outcome (Net Income & Efficiency) | 60% | — | Aligns with earnings and efficiency plan targets . |
| Enterprise Risk Management | 20% | 60% | ERM has been a formal category since 2009 . |
| Project Management | 20% | 20% | Strategic execution emphasis . |
- 2024 maximum bonus opportunity for Secor: 55% of base salary .
- Payout gates: ≥80% weighted score needed separately for short-term and long-term portions .
2024 bonus potential and actual
| Measure | Threshold ($) | Target ($) | Maximum ($) | Actual 2024 bonus paid ($) |
|---|---|---|---|---|
| Short-term goals | 13,125 | 52,500 | 82,500 | 56,635 |
| Long-term goals | 13,125 | 52,500 | 82,500 | (included in total) |
| Total | 26,250 | 105,000 | 165,000 | 56,635 |
Equity incentives
- Plan design: performance shares vest on three-year cycles versus SNL peer percentiles for ROCE (34%), asset CAGR (33%), and ROAA (33%) with 50%/100%/125% payout at threshold/target/max; time-based restricted stock vests at 3 years .
- 2024 grants: No new equity grants to Secor in 2024 (— in Grants table and Stock Awards column) .
- Dividends on unvested equity received in 2024: $22,568 .
Other incentive elements (2024)
| Component | Amount ($) | Details |
|---|---|---|
| Retention bonus | 173,555 | Paid under Secor’s time-limited employment agreement (expired May 20, 2024) . |
| Payments per employment agreement | 226,810 | Included in All Other Compensation . |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 28, 2025)
| Holder | Shares | Notes | % of outstanding |
|---|---|---|---|
| Mark E. Secor | 70,397 | 30,576 direct; 20,421 Thrift Plan; 9,842 vested options; 9,558 IRA . | ~0.16% (70,397 / 44,012,566) |
Unvested and option holdings (12/31/2024)
| Type | Quantity | Terms |
|---|---|---|
| Time-based restricted stock (unvested) | 14,721 | Vests at 3 years from grant per plan . |
| Performance shares (unvested) | 18,886 | 3-year cycle; payout based on relative ROCE/asset CAGR/ROAA . |
| Stock options (exercisable) | 2,809 @ $16.76 exp 3/21/2027; 2,440 @ $20.11 exp 3/20/2028; 4,593 @ $16.74 exp 3/19/2029 | 10-year life; pro-rata vesting 3–5 years . |
Policies and alignment
- Ownership guidelines: NEOs required to hold stock equal to 2× base salary; directors 3× annual retainer; CEO 3× salary .
- Anti-hedging and anti-pledging: Stand-alone policies prohibit hedging and pledging; no executive or director pledging requests/waivers to date .
Deferred compensation (SERP)
| Metric (2005 SERP / Frozen SERP) | 2024 |
|---|---|
| Executive contributions ($) | 70,000 |
| Company contributions ($) | 35,000 |
| Aggregate earnings ($) | 246,035 |
| Ending balance ($) | 1,672,224 |
| Note | Horizon removed common shares as an investment alternative in Dec 2024; Deferred Compensation Plan effective 1/1/2025 excludes company stock . |
Employment Terms
Employment agreement (transition)
| Item | Detail |
|---|---|
| Agreement term | Nov 6, 2023 to May 20, 2024; expired per terms . |
| Salary under agreement | $347,110 during term; post-transition CAO salary set to $300,000 . |
| Bonuses under agreement | 2024 annual bonus $53,255; retention bonus $173,555 . |
| Post-termination (non–CIC) | As of 12/31/2024, no additional severance entitlements beyond life insurance per policy . |
Change-in-control (CIC) agreement
| Feature | Terms for Secor |
|---|---|
| Structure | Double-trigger: CIC plus qualifying termination within -6 to +12 months . |
| Salary multiple | 2.0× base salary . |
| Bonus multiple | 1.0× average prior 2 years’ cash bonuses . |
| Health/Life continuation | 12 months . |
| Covenants & conditions | Release required; compliance with non-disclosure, return of property, non-solicit, and non-compete . |
| Illustrative payout (as of 12/31/2024) | $665,770 salary/bonus/other severance; plus $500,000 life insurance . |
Clawback and insider policies
- Dodd-Frank–compliant clawback policy adopted Oct 17, 2023; 2024 capital ratio corrections did not trigger recovery after committee analysis .
- Insider trading policy updated Mar 21, 2023; strict pre-clearance and restrictions, complemented by anti-hedging/pledging .
Performance & Track Record
Company financial performance context (during Secor’s senior tenure)
| Year | Net income ($m) | ROAA (%) | TSR (Value of $100) |
|---|---|---|---|
| 2020 | 68.5 | 1.22 | 86.18 |
| 2021 | 87.1 | 1.34 | 138.19 |
| 2022 | 93.4 | 1.24 | 63.12 |
| 2023 | 28.0 | 0.36 | 100.47 |
| 2024 | 35.4 | 0.45 | 104.69 |
- Key compensation-linked measures: annual incentives emphasize net income and efficiency; long-term equity uses relative ROCE/asset growth/ROAA; company highlights Revenue, ROAA, and Relative TSR as core pay-performance linkages .
- Say-on-Pay support: 96.5% approval at 2024 annual meeting, signaling strong shareholder alignment with program design .
Compensation Peer Group (for benchmarking)
| Selected peers (FW Cook 2023 study; excerpt) |
|---|
| 1st Source; Byline; City Holding; Community Trust; Farmers National; First Busey; First Mid; German American; Great Southern; Independent Bank (MI); Lakeland Financial; Mercantile Bank; Midland States; MidWestOne; Old Second; Park National; Peoples Bancorp; Premier Financial; QCR; Stock Yards . |
Risk Indicators & Red Flags
- Hedging/pledging prohibited; no pledging waivers for executives/directors to date (alignment positive) .
- No option repricings disclosed; equity under the 2021 plan uses double-trigger CIC vesting (governance positive) .
- Clawback policy in place; 2024 regulatory capital classification correction did not necessitate clawback (controls in place) .
- Form 16 compliance: one late Form 4 in 2024 pertained to CFO Stewart, not Secor .
Investment Implications
- Alignment: Secor’s incentives emphasize enterprise risk management and execution (40%+ combined weighting across long-term and project categories), with financial outcomes central to short-term pay; unvested PSUs/RSUs (18,886/14,721) and ownership (~0.16%) align interests with shareholders .
- Retention risk: His employment agreement expired May 20, 2024, but he received a retention bonus ($173,555) and remains covered by a double-trigger CIC agreement (2.0× salary, 1.0× bonus multiple, 12 months benefits); total CIC severance illustration $665,770, which, together with unvested equity, provides retention hooks .
- Selling pressure: Anti-pledging removes collateral-driven sale risk; near-term option expirations are in 2027–2029, and RSU/PSU vesting follows standard 3-year schedules, suggesting measured, programmatic vesting supply rather than near-term bulk sales .
- Pay-for-performance: Program design ties long-term equity to relative financial performance (ROCE/ROAA/asset CAGR) and tracks TSR; strong 96.5% Say-on-Pay support indicates investors view pay as appropriately risk-adjusted and performance-linked .