Steven Reed
About Steven W. Reed
Steven W. Reed (age 62) is an independent director of Horizon Bancorp, Inc. (HBNC) and Horizon Bank, serving since 2014 and 2012, respectively. He is a partner at BGBC Partners, LLP (Indianapolis), a full‑service accounting and business consulting firm, and has been a practicing CPA since 1985 with advanced credentials ABV (Accredited in Business Valuation) and CFF (Certified in Financial Forensics). Reed chairs HBNC’s Audit Committee and is designated an “audit committee financial expert” under SEC rules . The HBNC Board has determined its committee members, including Reed, meet NASDAQ/SEC independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Horizon Bancorp, Inc. | Director | Since 2014 | Audit Committee Chair; audit committee financial expert |
| Horizon Bank | Director | Since 2012 | Joint standing committees with HBNC |
| BGBC Partners, LLP | Partner | Not disclosed; CPA since 1985 | Financial reporting, tax, valuation expertise leveraged for audit oversight |
| Heartland Community Bank | Board Member | 2006–July 2012 | Bank governance experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| BGBC Partners, LLP | Partner | No (private firm) | Accounting and business consulting |
| Heartland Community Bank | Director | Not disclosed | Prior bank directorship (ended 2012) |
No current public-company directorships are disclosed for Reed beyond HBNC/Horizon Bank .
Board Governance
| Item | Detail |
|---|---|
| Independence | Audit Committee members, including Reed, qualify as independent under NASDAQ/SEC rules |
| Committee Assignments | Audit Committee Chair; members include Reed (Chair), Burnell, Dworkin, Freigang, Maass |
| Audit Committee Meetings | 4 meetings in 2024; 5 meetings in 2023 |
| Board Meetings | 10 meetings in 2024; each director attended ≥89.0% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Executive Sessions | Key standing committees meet in executive session; non‑management directors meet in executive session at least twice a year |
| Audit Committee Report | Recommended inclusion of 2024 audited financial statements in Form 10‑K; confirmed auditor independence (Forvis Mazars, LLP) |
Fixed Compensation
| Component | Amount (2024) | Notes |
|---|---|---|
| Cash retainer | $45,000 | Standard non‑employee director cash retainer |
| Stock retainer (common shares) | $39,991 | Annual equity retainer value |
| Audit Chair fee | $10,000 | Audit chair premium |
| Total fees earned in cash | $55,009 | Cash retainer + chair fee |
| Total compensation | $95,000 | Cash + stock awards |
| Meeting fees | None | No per‑meeting fees |
| Deferred Compensation Plan | Available to directors; earnings at 5‑yr Treasury + 200 bps (capped at 120% AFR); may invest deferrals in HBNC common shares |
Ownership Guidelines require directors to maintain stock holdings equal to 3× annual retainer (cash+equity); all directors satisfy this requirement .
Performance Compensation
| Metric | Structure | Status |
|---|---|---|
| Performance-based elements | None disclosed for directors | Director pay consists of retainer cash and equity; no options/PSUs tied to performance metrics |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee membership | Reed served as a member in 2023; 9 meetings that year |
| Interlocks/conflicts | Compensation Committee members had no relationships requiring Item 404 disclosure, other than ordinary course loans on market terms |
| Current Compensation Committee | As of 2024/2025, members are Williams (Chair), Blackhurst, Magnuson; Reed not listed |
Expertise & Qualifications
- CPA with 39+ years’ experience, ABV and CFF credentials; deep expertise in financial reporting, tax, and business valuation relevant to bank audit oversight .
- Recognized as audit committee financial expert by HBNC’s Board .
- Prior bank board service (Heartland Community Bank) enhances regulatory and risk oversight experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Form | Pledging/Hedging |
|---|---|---|---|---|
| Steven W. Reed | 29,069 | <1% | All shares owned directly | Anti‑pledging and anti‑hedging policies apply; no waivers/exceptions granted to directors/executives |
Stock Ownership Guidelines for directors: 3× annual retainer value; HBNC discloses all directors meet guidelines .
Governance Assessment
- Strengths: Reed’s CPA/ABV/CFF credentials and audit committee financial expert designation support robust audit oversight; Audit Committee maintained auditor independence and recommended inclusion of audited financials in Form 10‑K . Independence affirmed; regular executive sessions bolster oversight quality .
- Alignment: Director pay is modest and balanced (cash $45k, stock ~$40k) with clear chair premium; ownership guidelines enforced and satisfied, enhancing skin‑in‑the‑game .
- Engagement: Audit Committee met quarterly (4x in 2024); Board met 10x with high attendance (≥89%), indicating active participation .
- Controls: HBNC adopted Dodd‑Frank clawback policy (Oct 2023) and maintains strict anti‑hedging/anti‑pledging; 2024 regulatory capital classification correction did not trigger compensation recovery, indicating review discipline without incentive miscalculation exposure .
- Potential RED FLAGS: None evident for Reed—no related‑party transactions requiring Item 404 disclosure in his committee context; anti‑pledging policy reports no waivers; no meeting fees or unusual director perquisites disclosed .