Michele Magnuson

About Michele Magnuson

Michele M. Magnuson (age 64) is an independent director of Horizon Bancorp, Inc. (HBNC), serving on Horizon’s board since July 2016 and previously President and CFO of LaPorte Bancorp, Inc. and The LaPorte Savings Bank. She holds a B.S. from Ball State University and an MBA from Indiana University South Bend; she would qualify as an audit committee financial expert if serving on Audit . She has been Lead Independent Director since July 1, 2022, with the lead role expected to terminate when independent director Eric Blackhurst becomes Board Chair at the close of the 2025 annual meeting .

Past Roles

External Roles

• Not disclosed beyond prior executive and director roles at LaPorte Bancorp, Inc. and The LaPorte Savings Bank .

Board Governance

• Independence: Determined independent under Nasdaq/SEC rules; serves on independent-only standing committees .
• Roles: Member, Corporate Governance & Nominating Committee (4 meetings in 2024) ; Member, Compensation Committee (5 meetings in 2024) ; Lead Independent Director since 7/1/2022; lead role to end upon independent Chair transition following 2025 AGM .
• Attendance: In 2024, each director attended 89.0% or more of Board/committee meetings; Board met 10 times . In 2023, 89.5% or more; Board met 10 times .
• Executive sessions: Independent directors meet at least twice per year without non-independent directors .
• Oversight focus: Corporate Governance & Nominating oversees related party transactions, insider share transactions, and ESG practices .

Fixed Compensation (Director)

Director compensation received by Michele Magnuson (2024):

Performance Compensation (Director)

• No performance-based elements disclosed for directors; equity is retainer stock, not performance shares .

Other Directorships & Interlocks

• Current public company directorships beyond HBNC: not disclosed .
• Compensation Committee Interlocks: Committee members (including Magnuson) are independent; no interlocks or related party relationships requiring Item 404 disclosure, other than ordinary-course loans .

Expertise & Qualifications

• Degrees: B.S., Ball State University; MBA, Indiana University South Bend .
• Domain expertise: 35+ years in banking; financial management; local market knowledge .
• Financial expert: Would qualify as “audit committee financial expert” if serving on Audit .

Equity Ownership

• Stock Ownership Guidelines: Directors must hold ≥3x annual retainer; all directors satisfy the guidelines .
• Anti-hedging/anti-pledging: Directors prohibited from hedging or pledging; no waivers granted or requests made .

Insider trades (recent):

Governance Assessment

• Strengths:

  • Independent leadership and sustained engagement (Lead Director since 2022; member of key governance and compensation committees; committee meeting cadence documented) .
  • Strong alignment policies: stringent anti-hedging/anti-pledging; mandatory director ownership (≥3x retainer) with confirmed compliance .
  • Beneficial ownership via trust (42,439 shares) demonstrates skin-in-the-game; ownership below 1% consistent with director status .
  • Compensation structure is modest and balanced (cash + equity; no meeting fees), with clear role-based adders for lead/chairs .
  • Board independence and executive-session practices; clear oversight of related party transactions via Corporate Governance & Nominating .

• Potential risks/RED FLAGS:

  • Ordinary-course banking relationships (loans to directors/executives) exist but are on market terms and compliant; continued oversight warranted to avoid perceived favoritism .
  • Lead Director role sunsets upon independent Chair transition; monitor continuity of independent board leadership and Magnuson’s engagement post-transition .
  • No disclosed performance-linked elements in director pay; while standard for banks, investors seeking tighter pay-for-performance may view equity retainer as less performance-sensitive .

• Shareholder signals:

  • Say-on-pay approvals high (96.5% in 2024) and solid in 2023 (83.9%), suggesting compensation governance is broadly accepted; as Compensation Committee member, Magnuson co-signed CD&A inclusion .

Notes on Related Party Transactions and Conflicts

• Related party transactions review: Corporate Governance & Nominating Committee reviews and approves non-loan transactions >$120,000 involving insiders; board and ethics frameworks provide additional conflict controls .
• Loans: Insider loans to directors/officers made on substantially the same terms as to unrelated parties, compliant with banking regulations; management believes they did not involve more than normal risk .

Summary Implications for Investors

• Board effectiveness: Magnuson’s financial expertise and prior CFO/President experience bolster oversight of compensation and governance; her tenure and leadership as Lead Director contributed to independent oversight during CEO/chair transitions .
• Alignment/confidence: Ownership, strict anti-hedging/pledging, and formal ownership guidelines reinforce alignment; director compensation is restrained and role-driven .
• Monitoring: Track continuity of independent leadership after 2025 AGM and any changes to Magnuson’s committee roles; continue to review Form 4 activity and any related party disclosures each proxy cycle .