Vanessa Williams
About Vanessa P. Williams
Vanessa P. Williams (age 53) is an independent director at Horizon Bancorp, Inc. (HBNC), serving on the HBNC board since January 1, 2023 and on Horizon Bank’s board since January 18, 2022 . She is Senior Vice President, General Counsel, and Corporate Secretary of Kelly Services, Inc. (Nasdaq: KELYA, KELYB), overseeing legal, risk, compliance, procurement, and physical security; previously she led legal, risk, and compliance at IHS Markit (2006–2020) . Education: J.D. (William & Mary), MBA in international business (Wayne State), BA in communications (University of Alabama); she has been a certified privacy professional since 2007 . HBNC’s board determined she meets Nasdaq/SEC independence standards; the board’s key committees are fully independent and hold executive sessions, with the full board conducting at least two executive sessions annually .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IHS Markit | SVP, Legal, Risk & Compliance | 2006–2020 | Led privacy, data use/compliance and third‑party risk management for a global information provider |
| Kelly Services, Inc. | SVP, General Counsel & Corporate Secretary | 2020–present | Oversees legal, risk, compliance, procurement, physical security; engages in ERM and investor relations |
External Roles
| Organization | Role | Start | Status |
|---|---|---|---|
| Kelly Services, Inc. | SVP, General Counsel & Corporate Secretary | 2020 | Current |
| Horizon Bank (subsidiary board) | Director | Jan 18, 2022 | Current |
- No other public company directorships disclosed .
Board Governance
| Committee | Role | Independence Status | Meetings in 2024 |
|---|---|---|---|
| Compensation Committee | Chair | All members independent; no interlocks/Item 404 relationships aside from ordinary‑course loans | 5 meetings |
| Corporate Governance & Nominating | Member | All members independent | 4 meetings |
- Board/committee engagement: HBNC’s board met 10 times in 2024; each director attended in person or virtually at least 89.0% of board and committee meetings, and all 11 attended the 2024 annual meeting .
- Independence and executive sessions: Nine of eleven directors are independent; standing committees meet without non‑independent directors, and the board holds executive sessions at least twice per year .
- Leadership changes: Independent director Eric P. Blackhurst will become Chair upon Craig M. Dwight’s retirement; the Lead Independent Director role will terminate when Blackhurst assumes Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (standard) | $45,000 (2024) | Paid to each non‑employee director |
| Equity retainer (standard) | $40,000 in common shares (2024) | Annual director equity retainer; paid in common shares |
| Chair stipends | $7,500 (Comp/CG&N/ERM/Cyber/Wealth), $10,000 (Audit), $15,000 (Lead Director) | No meeting fees; no special assignment fees |
| 2024 Director Compensation (Williams) | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Vanessa P. Williams | $49,384 | $39,991 | $89,375 |
- Deferred fees option: Directors may elect to defer fees; earnings are based on 5‑year Treasury +200 bps (capped at 120% AFR), with the ability to invest deferred fees in HBNC common shares; distributions can be in cash, installments, or HBNC shares .
Performance Compensation
HBNC does not pay performance‑based compensation to non‑employee directors; director pay consists of cash and equity retainers, plus role‑based stipends; no meeting fees are paid .
Compensation Committee oversight of executive performance pay:
| Long‑Term Equity Metrics (Performance Shares) | Definition | Weight | Payout Scale |
|---|---|---|---|
| Return on Common Equity | HBNC average ROCE vs SNL Bank Index (assets $5–10B) over 3 years | 34% | Threshold 50–74th percentile (50% of award), Target 75–84th (100%), Max >84th (125%) |
| CAGR of Total Assets | HBNC vs peer group over 3 years | 33% | Same scale |
| Return on Average Assets | HBNC vs peer group over 3 years | 33% | Same scale |
| 2024 Annual Bonus Matrix (Selected NEOs) | Part A: Short‑Term Financial Weight | Part B: Long‑Term/ERM Weight |
|---|---|---|
| CEO (Prame) | Financial Outcome (Net Income & Efficiency) 70% | Positioning Horizon for Future Success 70%; ERM 30% |
| CFO (Stewart) | Financial Outcome 60%; Project Mgmt 20% | ERM 60%; Positioning for Future Success 20%; Project Mgmt 20% |
- Bonus governance: Executives had maximum bonus caps by role (e.g., CEO 85% of base) and required ≥80% aggregate weighted scores separately for short‑ and long‑term goals to earn payouts; the Compensation Committee can amend/cancel plans and must approve payouts; bonuses are contingent on unqualified audit opinions .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Williams |
| Committee interlocks | None; Williams and other committee members are independent and had no relationships requiring Item 404 disclosure beyond ordinary‑course loans |
Expertise & Qualifications
- Legal and risk leadership across workforce solutions and global information providers; oversight of ERM, privacy, data compliance, third‑party risk management, procurement, and physical security .
- Degrees: J.D. (William & Mary), MBA (Wayne State), BA (Alabama); certified privacy professional since 2007 .
- Board diversity: As of March 17, 2025, HBNC’s board includes 3 female directors; the board’s demographic composition includes 1 African American or Black director; Williams is identified as contributing legal and regulatory compliance expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Vanessa P. Williams | 7,214 | <1% | As of Feb 28, 2025; 44,012,566 shares outstanding |
- Ownership guidelines: Directors must maintain HBNC common shares valued at ≥3× annual retainer; HBNC states all directors satisfy the guidelines .
- Hedging/pledging: Directors and executive officers are prohibited from hedging and pledging HBNC securities; no waivers or exceptions have been granted for directors/executives .
Governance Assessment
- Board effectiveness: Williams chairs the Compensation Committee and sits on Corporate Governance & Nominating, signaling strong governance involvement in pay design, related‑party oversight, and ESG matters; both committees are fully independent and met regularly (Comp: 5; CG&N: 4) in 2024 .
- Shareholder alignment signals: 2024 say‑on‑pay support was 96.5%, and shareholders backed annual say‑on‑pay frequency with 92% support, indicating strong investor confidence in compensation oversight under Williams’ committee leadership .
- Risk and accountability: HBNC maintains a clawback policy adopted October 17, 2023; after a regulatory capital classification correction, the Compensation Committee determined no recovery was required (comp not tied to those ratios); comp risk is reviewed with the Risk Manager, and incentive plans include caps and ERM components .
- Independence & attendance: Williams is independent; the board and committees met frequently with ≥89% attendance per director, and all directors attended the 2024 annual meeting—supporting engagement and accountability .
RED FLAGS / Watch items
- Change‑in‑control severance: HBNC’s CEO has 2.99× salary and bonus multiples with 35‑month benefit continuation; other NEOs carry 2.0× multiples. While standard in many banks, investors often scrutinize CIC terms for potential misalignment; oversight remains with an independent Compensation Committee chaired by Williams .
- External executive role: Williams’ full‑time executive responsibilities at Kelly Services could present time‑commitment considerations, though no related‑party transactions with HBNC are disclosed and independence standards are met .
Conflicts and related‑party exposure
- Item 404 review: The CG&N Committee (including Williams) reviews related‑party transactions >$120,000; 2024 activities included ordinary‑course loans on market terms to directors/executives, with management stating no abnormal risk; no specific related transactions involving Williams are disclosed .
Ownership alignment safeguards
- Stock ownership guidelines and anti‑hedging/pledging policies are robust, and directors meet guidelines; this supports long‑term alignment and reduces misalignment risks .