Todd Etzler
Executive Vice President and Chief Legal and Risk Officer; Corporate Secretary at HORIZON BANCORP INC /IN/
Executive
About Todd Etzler
Todd A. Etzler is Executive Vice President, Chief Legal and Risk Officer & Corporate Secretary of Horizon Bancorp, Inc. (HBNC), serving as Chief Legal and Risk Officer since July 2023 and Corporate Secretary since January 2018. He is 58 years old as of December 31, 2024, with prior roles including General Counsel and Senior Vice President, reflecting a progression into enterprise risk leadership; he serves as Horizon’s senior enterprise risk manager overseeing the firm’s enterprise risk management framework reviewed quarterly with the Board and committees in 2024 . Company pay-versus-performance and incentive design tie executive compensation to financial performance metrics including Revenue, Return on Average Assets (ROAA), and relative TSR, aligning variable pay with value creation for shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horizon Bancorp, Inc. | EVP, Chief Legal and Risk Officer | Since Jul 2023 | Senior enterprise risk manager; oversees ERM processes reviewed with Board and committees |
| Horizon Bancorp, Inc. | General Counsel | Jan 2021–Jul 2023 | Led legal function during management transition and incentive plan updates |
| Horizon Bancorp, Inc. | SVP & General Counsel | Jul 2018–Dec 2020 | Strengthened legal governance; maintained Corporate Secretary role |
| Horizon Bancorp, Inc. | VP & General Counsel | Mar 2017–Jul 2018 | Advanced legal oversight and corporate governance |
| Horizon Bancorp, Inc. | Corporate Secretary | Since Jan 2018 | Supports Board governance, disclosures, and policy frameworks |
External Roles
No external directorships or public company board roles disclosed in the proxy materials for Mr. Etzler.
Fixed Compensation
| Component | 2024 ($) | 2023 ($) |
|---|---|---|
| Base Salary | 272,944 | 254,658 |
| Stock Awards (Grant-date fair value) | 109,177 | 98,966 |
| Non-Equity Incentive (Annual Bonus paid) | 102,354 | 57,298 |
| All Other Compensation | 40,110 | 39,707 |
| Total | 524,585 | 450,629 |
Performance Compensation
| Metric Category (Bonus Matrix) | Weighting – Short-Term (Part A) | Weighting – Long-Term (Part B) | Target Payout ($) 2024 | Actual Payout ($) 2024 | Vesting |
|---|---|---|---|---|---|
| Financial Outcome of Horizon (Net Income & Efficiency) | 60% | — | Included in target totals | Included in actual bonus | Annual cash; paid post-year subject to plan conditions |
| Enterprise Risk Management | 20% | 60% | Included in target totals | Included in actual bonus | Annual cash; plan requires minimum income and good standing |
| Positioning Horizon for Future Success / Project Management | 20% | 20% | Included in target totals | Included in actual bonus | Annual cash; qualitative scoring vs. strategic plan |
| Total Bonus Opportunity (Short-Term + Long-Term) | — | — | Target: $95,530 (ST $47,765; LT $47,765) | Actual: $102,354 | Annual cash |
Long-Term Equity Incentives (2024 grants):
- Performance Shares: Grant date March 19, 2024; threshold 1,838, target 7,352, maximum 11,028 shares; grant-date fair value $87,342. Earned over Jan 1, 2024–Dec 31, 2026 based on percentile ranks vs publicly traded banks ($5–$10B assets) for ROCE (34%), CAGR of total assets (33%), and ROAA (33%); payouts: 50% threshold, 100% target, 125% maximum; dividends accrue as if shares were outstanding unless otherwise determined .
- Restricted Stock (service-based): Grant date March 19, 2024; 1,838 shares; grant-date fair value $21,835; vest on third anniversary if employed and in good standing .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (Feb 28, 2025) | 25,488 shares; less than 1% of outstanding (44,012,566 shares) |
| Ownership Breakdown | 18,576 direct; 2,822 Thrift Plan; 4,090 IRA |
| Unvested Time-Based Restricted Stock (12/31/2024) | 4,530 shares; market value $72,978 |
| Unearned Performance Shares (12/31/2024) | 18,123 shares; market/payout value $291,962 |
| Stock Options | None outstanding for Etzler; no exercisable/unexercisable options at FY-end |
| Ownership Guidelines | CEO: 3× salary; other NEOs: 2× salary; applicable to Etzler as NEO |
| Hedging/Pledging | Stand-alone anti-hedging and anti-pledging policies prohibit hedging and pledging for directors/executive officers; no waivers or exceptions requested/granted |
Employment Terms
| Agreement | Key Terms |
|---|---|
| Change-in-Control Agreement (Amended Dec 1, 2022) | If Mr. Etzler experiences a qualifying termination during the 6 months before or the year after a change in control, base salary multiple increased to 2×; non‑solicit duration increased to 2 years; other terms unchanged from prior agreement . |
| Clawback Policy | Compensation recovery policy adopted Oct 17, 2023 per SEC Rule 10D-1 and Nasdaq Rule 5608; Compensation Committee’s 2024 review found no recovery required related to a regulatory capital classification correction (no incentive-based compensation tied to the affected ratios) . |
| Incentive Plan Conditions | Bonuses paid only if minimum net income achieved, executive in good standing, and unqualified audit opinion; Committee retains unilateral amendment/cancellation rights; subject to clawback . |
| Long-Term Incentive Plan | 2021 Omnibus Plan administers RS and PS awards, with minimum one-year vesting and change-in-control provisions; awards subject to clawback policy . |
Say‑on‑Pay & Governance Signals
- Say-on-pay approval: 96.5% support at the 2024 Annual Meeting; Board concluded programs aligned with shareholder interests .
- Frequency vote: 92% supported annual say‑on‑pay; Horizon will continue annual votes .
- Compensation risk oversight: ERM matrices embedded in bonus design since 2009; Compensation Committee reviewed incentive plans with Risk Manager in 2024 to mitigate undue risk-taking .
Investment Implications
- Alignment: Etzler’s pay mix integrates cash incentives tied to financial outcomes and ERM plus multi‑year RS/PS grants with 3‑year vesting based on ROCE, asset growth, and ROAA vs peers, supporting pay‑for‑performance and retention through unvested equity .
- Retention risk: Unvested RS (4,530) and PS (18,123) and strict anti‑hedging/anti‑pledging policies reduce near‑term selling pressure and encourage tenure; ownership guidelines further promote “skin in the game” .
- Change‑in‑control economics: 2× base salary plus restrictive covenants on non‑solicit for qualifying terminations around a change in control; structure implies benefits require termination, moderating windfall risk while offering protection in transactions .
- Governance quality: Strong say‑on‑pay support (96.5%) and updated clawback policy under Rule 10D‑1 indicate shareholder‑aligned oversight; bonus gates (minimum net income, audit opinion) and ERM weighting constrain risk-taking incentives .