SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No. ~~_______)~~____)

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☐			Soliciting Material Pursuant to § 240.14a–12

~~☐ Preliminary Proxy Statement~~

~~☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))~~

~~☒ Definitive Proxy Statement~~

~~☐ Definitive Additional Materials~~

~~☐ Soliciting Material Pursuant to § 240.14a-12~~

HORIZON BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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As in recent years, we are ~~utilizing the Securities and Exchange Commission rules that allow us to furnish~~furnishing proxy materials to our shareholders by posting the materials on the Internet. This Internet posting ~~allows us to provide our shareholders~~provides you with the information ~~they~~you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting. Our proxy materials are posted at ~~http://~~www.investorvote.com/~~hbnc.~~hbnc (and for street holders at www.edocumentview.com/hbnc). On March ~~20, 2020,~~17, 2023, we will mail a notice to our shareholders containing instructions on how to access our proxy materials online and on how to vote.

The Notice of Annual Meeting and the Proxy Statement cover the business to come before the meeting, which will be:

~~(i)~~

~~election of directors;~~

i.Election of directors;

~~(ii)~~

~~an advisory (non-binding) vote to approve executive compensation; and~~

ii.An advisory (non–binding) vote to approve executive compensation; and

~~(iii)~~

~~ratification of the independent auditors.~~

iii.Ratification of the independent registered public accounting firm.

We urge you to read these materials carefully.

The Annual Report for the year ending December 31, ~~2019~~2022 is posted on the Internet, and if you request printed versions of the proxy materials, a copy of the Annual Report will be enclosed with the Notice of Annual Meeting and Proxy Statement.

Thank you for your continued support of our ~~shareholders, and welcome the opportunity to discuss the business of your company with you.~~company.


			Craig M. Dwight
			~~Chair of the Board~~Chairman and Chief Executive Officer

HORIZON BANCORP, INC.

Michigan City, Indiana 46360

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on May ~~7, 2020~~4, 2023

We encourage you to access the meeting prior to the start time ~~(registration will begin~~to allow time for check in. If you experience technical difficulties during the check–in process or during the meeting, please contact Shareholder Services, Computershare Limited, at ~~9:30 a.m.), at~~(888) 724–2416 in the ~~Orak Shrine Center, 3848 Frontage Road, Michigan City, Indiana.~~U.S. and (781) 575–4223 for outside the U.S.

The Annual Meeting will be held for the following purposes:

~~Election of Directors: To elect four directors to serve three-year terms expiring in 2023.~~

1.Election of Directors: To elect four directors to serve three–year terms expiring in 2026.

~~Advisory Vote to Approve Executive Compensation: To vote on a non-binding, advisory proposal to approve the compensation of Horizon’s executive officers described in this Proxy Statement.~~

2.Advisory Vote to Approve Executive Compensation: To vote on a non–binding, advisory proposal to approve the compensation of Horizon’s executive officers described in this Proxy Statement.

~~Ratification of Independent Auditors: To ratify the appointment of BKD, LLP, as independent auditors for 2020.~~

3.Ratification of Independent Registered Public Accounting Firm: To ratify the appointment of FORVIS, LLP, as our independent registered public accounting firm for 2023.

~~Other Business: To transact such other business as may properly come before the meeting or any adjournment of the meeting.~~

4.Other Business: To transact such other business as may properly come before the meeting or any adjournment of the meeting.

You can vote at the virtual meeting or any adjournment of the meeting if you are a shareholder of record at the close of business on March ~~6, 2020.~~3, 2023. There are several ways to vote, including online, by telephone, by regular mail with a proxy card or at the virtual meeting.

We urge you to read the Proxy Statement carefully so that you may be informed about the business to come before the meeting or any adjournment.

This Notice of Annual Meeting and Proxy Statement are posted on the Internet at ~~http://~~www.investorvote.com/hbnc (and for street holders at www.edocumentview.com/hbnc) under “Proxy Information.” A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2022, also is posted on the Internet at ~~http://~~www.sec.gov, and, if you request printed versions of the proxy materials, the Annual Report will be enclosed with this Notice of Annual Meeting and Proxy Statement.

~~Michigan City, Indiana~~March 17, 2023

As shareholders of Horizon, your vote is important. Whether or not you plan to ~~be present in person at~~attend the Annual Meeting virtually, it is important that your shares are represented.
Please vote as soon as possible.

HORIZON BANCORP, INC.

ANNUAL MEETING OF SHAREHOLDERS

May ~~7, 2020~~4, 2023

Information About the Meeting

Why are we holding a virtual meeting instead of a physical meeting?

The safety of our shareholders, employees and other attendees is a priority for us. We are also excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our shareholders and Horizon. Accordingly, our 2023 Annual Meeting of Shareholders will once again be a virtual annual meeting via the Internet. We hope that a virtual meeting will allow more shareholders to attend and participate in the meeting since geographic location is not a limitation. All a shareholder needs is Internet access and a browser in order to attend and participate.

We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in–person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the virtual annual meeting.

How can I attend the Annual Meeting?

You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MA7TVHL and entering the 15–digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

If, on the Record Date, you held your shares in your own name as reflected in the records of our transfer agent, Computershare, you may attend the virtual meeting without registering in advance. If, on the Record Date, you held your shares in “street name,” through an intermediary, such as a bank or broker, you must register in advance, using the instructions below, in order to attend the virtual meeting.

The online virtual Annual Meeting will begin promptly at 10:00 a.m. Central Daylight Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in.

How do I register to attend and vote at the Annual Meeting virtually, if my shares are held in street name on the Record Date?

Please direct your requests for registration as follows:

What can I do if I have technical difficulties during the check–in process or during the virtual Annual Meeting?

If you experience technical difficulties during the check-in process or during the meeting, please contact Shareholder Services, Computershare, at (800) 368-5948 in the U.S. and (781) 575-4223 for outside the U.S. The number for shareholders to contact if they have trouble accessing the virtual meeting is: 1-888-724-2416.

Information About Proxy Materials

Why am I receiving these proxy materials?

What is included in these materials?

These materials include:

~~Our Proxy Statement for the Annual Meeting; and~~

•Our Notice of Annual Meeting and Proxy Statement for the Annual Meeting; and

•Our Annual Report to Shareholders, which includes the Annual Report on Form 10–K for the year ended December 31, 2022 (where you can find our audited consolidated financial statements).

~~Our 2019 Annual Report, which includes our audited consolidated financial statements.~~

If you requested a paper copy of these materials by mail, we also included a proxy ~~card also was included.~~card.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (“~~SEC~~”SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we sent our shareholders a Notice of Internet Availability of Proxy Materials (“~~Notice~~”Notice”). This approach results in a more efficient way to distribute our proxy materials and, more importantly, results in significant cost savings on printing and mailing for Horizon and is more environmentally friendly. All shareholders receiving the Notice have the ability to access the proxy materials over the Internet and to request a paper copy of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the Notice. In addition, the Notice contains instructions on how shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

How can I get electronic access to the proxy materials?

The Notice provides you with instructions regarding how to view our proxy materials for the Annual Meeting on the Internet.

You also may choose to receive your future proxy materials by email by following the instructions in the Notice that was sent to you. Receiving materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual shareholders’ meetings on the environment. If you elect to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

What will the shareholders vote on at the Annual Meeting?

~~The election of four directors to serve three-year terms;~~

~~An advisory proposal on the compensation of Horizon’s executive officers described in this Proxy Statement; and~~


•The election of four directors to serve three–year terms;

•An non–binding advisory proposal on the compensation of Horizon’s executive officers as described in this Proxy Statement; and

•The ratification of the appointment of FORVIS, LLP, as Horizon’s independent registered public accounting firm for 2023.

~~The ratification of the appointment of BKD, LLP, as independent auditors for 2020.~~

Will there be any other items of business on which to vote?

Management is not aware of any other matters to be presented at the meeting other than those mentioned above and has not received notice from any shareholders requesting that other matters be considered.

Voting Information

Who can vote at the Annual Meeting?

Shareholders of record of Horizon common shares as of the close of business on March ~~6, 2020,~~3, 2023, the ~~record date,~~Record Date, may vote at the Annual Meeting. On the ~~record date, 44,795,487~~Record Date, 43,941,427 Horizon common shares were outstanding. Each common share is entitled to one vote on each matter to be voted on at the Annual Meeting.

How do I vote my shares?

There are three ways to vote by proxy prior to the Annual Meeting:

We encourage you to vote over the Internet, by telephone, or by mailing the proxy card even if you plan to attend the virtual meeting.

All proxies properly submitted in time to be counted at the Annual Meeting will be voted in accordance with the instructions contained in the proxy. If you submit a proxy without voting instructions, the proxies named in the proxy will vote on your behalf for each matter ~~described below~~ in accordance with the recommendations of the Board of Directors on Proposals 1, 2, and 3 as set forth in this Proxy Statement and on any other matters in accordance with their best judgment.

If you have shares held by a broker or other nominee, you may instruct the broker or other nominee to vote your shares by following the instructions the broker or other nominee provides to you.

Proxies solicited by this Proxy Statement may be exercised only at the Annual Meeting and any adjournment and will not be used for any other meeting.

Can I vote my shares ~~in person at~~electronically during the virtual meeting?

Yes. If you are a shareholder of record as of March ~~6, 2020,~~3, 2023, you may vote your shares ~~in person at~~electronically during the ~~meeting.~~meeting by clicking on the “Cast Your Vote” link on the Meeting Center site.

If your shares are held by a broker or other nominee, you must obtain a proxy from the broker or nominee giving you the right to vote the shares electronically during the meeting. See above under “How do I register to attend and vote at the ~~meeting.~~Annual Meeting virtually, if my shares are held in street name on the Record Date?”

Can I change my vote after I have voted by telephone, online or mailed my proxy card?

~~You may change your vote at any time prior to the vote at the Annual Meeting.~~

Yes. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date (which automatically revokes the earlier proxy), by providing a written notice of revocation to Horizon’s Secretary (Todd A. Etzler, 515 Franklin Street, Michigan City, Indiana 46360), or by voting in personby:


•granting a new proxy bearing a later date (which automatically revokes the earlier proxy);

•delivering written notice of revocation to Horizon’s Secretary (Todd A. Etzler, 515 Franklin Street, Michigan City, Indiana 46360);

•entering a new vote by telephone or on the Internet; or

•voting by virtual ballot at the virtual Annual Meeting.

What constitutes a quorum?

A majority of the outstanding common shares present or represented by proxy constitutes a quorum for the Annual Meeting. As of March ~~6, 2020,~~3, 2023, the record date, ~~44,795,487~~43,941,427 common shares were issued and outstanding.

~~How many votes are required for the election of directors and the other proposals?~~

~~The following votes will be required to approve the proposals:~~

~~Proposal 1:~~ Directors will be elected by a plurality of the votes cast, which means that the director nominees who receive the highest number of common shares voted “for” their election are elected. Shareholders may vote “for” a director or “withhold” a vote or authority to vote. “Withhold” votes and broker non-votes (described below) are not considered votes cast for the foregoing purpose, and neither will have an effect on the election of the nominees.

~~Proposals 2 and 3:~~ The advisory vote to approve executive compensation (Proposal 2), and the ratification of the independent auditors (Proposal 3) each requires that more votes are cast in favor of the proposal than are cast against the proposal. Shareholders may vote “for,” “against” or “abstain.” Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and neither will have an effect on the outcome.

Abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the Annual Meeting.

How many votes are required for the election of directors and other proposals?

The following votes will be required to approve the proposals:


•Proposal 1: Directors will be elected by a plurality of the votes cast, which means that the director nominees who receive the highest number of votes “for” their election are elected. Shareholders may vote “for” a director or “withhold” a vote or authority to vote. “Withhold” votes and broker non-votes (described below) are not considered votes cast for the foregoing purpose, and neither will have an effect on the election of the nominees. Under our recently adopted Director Resignation Policy, any nominee for director who receives a greater number of “withhold” votes from his or her election than votes "for" such election is required to promptly tender his or her resignation to the Board, subject to acceptance by the Board. See “Election of Directors — Plurality Plus Voting for Directors; Director Resignation Policy” below.

•Proposal 2 and 3: The advisory vote to approve executive compensation (Proposal 2), and the ratification of the independent registered public accounting firm (Proposal 3) each requires that more votes are cast in favor of the proposal than are cast against the proposal. Shareholders may vote “for” or “against” this proposal or “abstain” from voting on this proposal. Abstentions and broker non-votes are not considered votes cast for the foregoing purpose, and neither will have an effect on the outcome.

What is a “broker ~~non-vote”~~non–vote”?

A “broker non-vote” occurs when a broker submits a proxy that does not indicate a vote on a proposal because the broker has not received instructions from the beneficial owners on how to vote on such proposal and the broker does not have discretionary authority to vote in the absence of instructions. Brokers generally have the authority to vote, even though they have not received instructions, on matters that are considered “routine,” such as the ratification of ~~auditors~~an independent registered public accounting firm in Proposal 3. To avoid a broker non-vote of your shares on all other proposals, each of which proposals relates to a non-routine matter, you must provide voting instructions to your broker or other nominee.

Who pays the cost of this proxy solicitation?

Horizon pays the cost of soliciting proxies. In addition to sending the Notice of Internet Availability of Proxy Materials and requested proxy materials by mail, we may solicit proxies personally or by telephone, facsimile or electronic mail, by certain directors, officers, and employees of Horizon, Horizon Bank, and their subsidiaries, who will not be specially compensated for such solicitation. We have retained Okapi Partners to act as a proxy solicitor in conjunction with the Annual Meeting. We have agreed to pay Okapi Partners $15,000, plus a per call and vote received charge and reasonable out-of-pocket expenses, for proxy solicitation services.

Upon request, Horizon will reimburse brokers, dealers, banks, trustees, and other fiduciaries for the reasonable expenses they incur in forwarding proxy materials to beneficial owners of the common shares. In addition to sending the Notice of Internet Availability of Proxy Materials and requested proxy materials by mail, proxies may be solicited personally or by telephone or facsimile or electronic mail, by certain directors, officers, and employees of Horizon, Horizon Bank, and their subsidiaries, who will not be specially compensated for such solicitation.

PROPOSAL 1

~~Proposal 1~~

Election of Directors

The first matter to be acted upon at the Annual Meeting is the election of directors. Horizon’s Board of Directors currently consists of eleven ~~members, comprised of eight males and three females.~~members. As required by Horizon’s current Articles of Incorporation, the Board is divided into three classes of equal or near-equal size and the members of one class of directors are elected to serve three-year terms at each Annual Meeting.

Director Qualifications and Diversity

Horizon is a community bank that operates in a heavily regulated industry and relies on its Board of Directors for local knowledge and business acumen. Horizon believes its Board should be composed of individuals with business or academic experience that has made a positive impact on its business and the local community. In addition, Horizon’s directors are expected to meet the standards outlined below. Horizon believes that all of its current Board members possess the professional and personal qualifications necessary for effective Board service, and Horizon has highlighted particularly noteworthy attributes for each Board member in the individual biographies below. In addition, several of Horizon’s Board members have numerous years of service on the Board and have served through multiple economic cycles. Horizon believes this experience has provided them with significant and valuable understanding of Horizon’s business, the regulatory requirements, and the industry in which Horizon ~~competes.~~competes and proved invaluable during the COVID-19 pandemic.

Horizon’s directors have considerable professional and business acumen, are well educated, and are ~~engaged in~~familiar with the local communities served by Horizon. Five members of Horizon’s current Board of Directors qualify as “audit committee financial experts,” which we believe is a considerable number for a company of Horizon’s size. The Board of Directors also has professional experience in environmental energy efficiency, green building, and cybersecurity enterprise risk management (ERM) programs.

Horizon’s directors actively participate in continuing education, with each director completing a minimum of 100% of their ~~2019~~2022 and ~~2018~~2021 assigned educational programs. In addition, several directors attended outside training programs in the areas of audit, compensation, lending, fraud, and regulatory compliance.

Horizon’s Board of Directors believes that the Board, as a whole, should have a diverse range of characteristics and skills to function at an optimal level in exercising its oversight. The Board’s Corporate Governance and Nominating Committee is authorized by Horizon’s Bylaws to select Horizon’s nominees to serve as directors. The Corporate Governance and Nominating Committee Charter requires the Committee, before it selects a nominee for election or re-election or recommends a director to fill a vacancy, to review and evaluate:

the nominee’s qualifications, including his or her judgment, skill, capability, diversity, ability to serve, conflicts of interest, business experience, the interplay of the candidate’s experience with that of the other Board members, and the extent to which a candidate would be a desirable addition to the Board and any committee of the Board;

~~if applicable to the nominee, whether the nominee would be deemed “independent” under marketplace rules of the NASDAQ Stock Market and SEC regulations;~~6

~~whether the nominee is qualified and likely to remain qualified to serve under Horizon’s Bylaws; and~~

~~such other factors the Committee deems relevant.~~


•the nominee’s qualifications, including his or her judgment, skill, capability, diversity, ability to serve, conflicts of interest, business experience, the extent that the director contributes to the diversity of the Board, the interplay of the candidate’s experience with that of the other Board members, and the extent to which a candidate would be a desirable addition to the Board and any committee of the Board;

•if applicable to the nominee, whether the nominee would be deemed “independent” under marketplace rules of the NASDAQ Stock Market and SEC regulations;

•whether the nominee is qualified and likely to remain qualified to serve under Horizon’s Bylaws; and

•such other factors the Committee deems relevant.

The Corporate Governance and Nominating Committee Charter also provides that in determining whether to select incumbent directors for re-election to the Board, the Committee must consider the director’s past participation and contribution to the Board.

The Corporate Governance and Nominating Committee applies a broad ~~concept of diversity,~~criteria in its consideration, which ~~includes~~include all of the criteria listed in the Corporate Governance and Nominating Committee Charter together

with other factors, such as the nominee’s age, gender-identity, ethnicity, disability, sexual orientation, cultural background, leadership abilities, continuous learning and ~~the location of the nominee’s residence and place of business.~~their familiarity with Horizon’s markets. When the Corporate Governance and Nominating Committee seeks new director candidates to add to the Board or to replace directors who have resigned or recommends the re-election of incumbent directors, the Corporate Governance and Nominating Committee selects director nominees on the basis of all of these criteria, with the goal of finding the best qualified person to meet Horizon’s needs. The Corporate Governance and Nominating Committee evaluates candidates recommended by shareholders using the same criteria it applies to evaluate other director candidates.

On December 20, 2022, the Board of Directors amended Horizon’s Bylaws, effective January 1, 2023, to, among other things, eliminate the director age requirements, including the mandatory retirement age for directors.

With respect to geographic diversity, the Corporate Governance and Nominating Committee considers whether current directors and nominees ~~reside and/or have a place of business in~~are familiar with the cities and counties in which Horizon Bank has branches and in which it may consider locating future branches. Each of Horizon’s current directors ~~lives or works in~~are familiar with the markets served by Horizon.

With respect to skill set diversity, the Corporate Governance and Nominating Committee seeks to have directors and nominees with not only experience and expertise related to banking but also in a broad range of other professions. The Board currently consists of members with expertise in manufacturing, academia, accounting, law, finance, collections, receivable management, Women Business Enterprise (WBE), real estate sales, real estate development, construction management, architecture, and cyber security/information technology.

The Corporate Governance and Nominating Committee also considers the age diversity, tenure, and experience of director nominees and current directors. Horizon’s Bylaws provide that a nominee who is not currently serving on the Board must not have reached his or her sixtieth birthday as of the date of the shareholder meeting at which the nomination will be considered or as of the date the nominee is elected to fill a Board vacancy. The Bylaws also specify that directors may continue to serve until the end of the year in which they reach their seventy-fifth birthday.

In addition to consideration of the above ~~diversity~~ characteristics, the Corporate Governance and Nominating Committee emphasizes and has required director searches ~~and our search firms~~ to include women and minority candidates in the pool and to also actively seek candidates of diverse characteristics (including gender-identity, ethnicity, disability, sexual orientation, and cultural background) from which the ~~committee~~Committee selects director candidates. ~~Our last director search resulted in adding a woman to~~We are proud that four Board members, or 36.4% of our Board, ~~bringing~~are female, one of whom is our Lead Director, and four Horizon Bank Board members, or 33.3% of the Horizon Bank Board, are female.

The Nasdaq Stock Market (“Nasdaq”) Listing Rule 5605(f) (the “Diverse Board Representation Rule”) requires each Nasdaq-listed company, subject to certain exceptions, to have or explain why it does not have (1) at least one director who self-identifies as female, ~~representation~~and (2) at least one director who self-identifies as Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, two or more races or ethnicities, or as LGBTQ+. All Nasdaq-listed companies must have, or explain why they do not have, at least one diverse director by August 7, 2023. All companies listed on the Nasdaq Global Select Market, such as Horizon, must have, or explain why they do not have, at least two diverse directors by August 6, 2025.

In addition, new Listing Rule 5606 (the “Board Diversity Disclosure Rule”) requires each Nasdaq-listed company, subject to ~~three or 27.3%~~certain exceptions, to provide statistical information about the company’s board of directors, in a uniform format, related to each director’s self-identified gender, race, and self-identification as LGBTQ+.

Although we are not required to fully comply with the Diverse Board Representation Rule until 2025, we believe we presently meet the requirements of that rule based on the self-identified characteristics of the current members of our Board. In the matrix below, we have provided the statistical information required by the Board Diversity Disclosure Rule.

The tables below reflect the diversity of Horizon’s Board based on the self-identified characteristics of our directors. The table for Horizon’s Board includes diversity statistics that meet the Board Diversity Disclosure Rule described above.


HORIZON BANCORP, INC.
Board Diversity Matrix
As of March 17, 2023

Total Number of Directors	11
	Female	Male	Non–Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	4	7	0	0
Part II: Demographic Background
African American or Black	1	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	7	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Plurality Plus Voting for Directors; Director Resignation Policy

Pursuant to Indiana law and Horizon’s Bylaws, directors are elected by a plurality of the votes cast in both contested elections (elections in which the number of nominees is greater than the number of Board seats open for election) and uncontested elections. However, on December 20, 2022, the Board adopted a Director Resignation Policy, effective January 1, 2023, with respect to uncontested elections of directors. In accordance with this policy, in an uncontested election, any nominee for director who receives a greater number of “withhold” votes from his or her election than votes "for" such election (a "Majority Withheld Vote") is required to promptly tender his or her resignation to the Board, subject to acceptance by the Board.

Under the Director Resignation Policy, in the event a director receives a Majority Withheld Vote and tenders his or her resignation, the Corporate Governance and Nominating Committee of the Board will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the tendered resignation, taking into account the Corporate Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC, or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days from the date of the receipt of the resignation. The Corporate Governance and Nominating Committee, in making its recommendation, and the Board, in making its decision, may each consider any factors or other information that they consider appropriate and relevant.

Any director who tenders a resignation shall not participate in the Corporate Governance and Nominating Committee deliberations concerning such director’s resignation or the resignation of any other director who received a Majority Withheld Vote at the same election, or the decision of the Board with respect to such director’s resignation or the resignation of any other director who received a Majority Withheld Vote at the same election.

If all of the members of the Corporate Governance and Nominating Committee received a Majority Withheld Vote at the same election, then no Committee action shall be required, and the Board shall determine whether to accept or reject each resignation without the participation of the directors who received a Majority Withheld Vote at such election.

If a director’s resignation is rejected by the Board, the director will continue to serve for the remainder of the term for which he or she was elected but received the Majority Withheld Vote and until his or her successor is duly elected and qualified, or his or her earlier death, resignation or removal. If a director’s resignation is accepted by the Board, the Board, in its sole discretion, may fill the resulting vacancy or decrease the size of the Board, each in accordance with Horizon’s Bylaws.

Nominees for Election as Class of 2026 Directors

The terms of James B. Dworkin, Michele M. Magnuson, ~~Daniel F. Hopp, and~~ Steven W. Reed, and Vanessa P. Williams as directors will end at the Annual Meeting.

The Board of Directors has nominated each of ~~the~~these four directors ~~whose terms expire~~ to serve ~~additional~~ three-year terms as members of the Class of ~~2023.~~2026.

On December 20, 2022, the Board appointed Ms. Williams to serve on the Board, effective as of January 1, 2023, to fill the vacancy resulting from the retirement of Daniel F. Hopp, for a term expiring at the Annual Meeting. Ms. Williams has served as an independent director on the board of Horizon Bank since January 18, 2022.

Each of the nominees has agreed to serve for the term for which he or she has been nominated. We intend that the proxies solicited by the Board of Directors will be voted for the nominees named above. If any nominee is unable to stand for election, the Board of Directors may designate a substitute nominee or adopt a resolution reducing the number of members on the Board. If a substitute nominee is designated, common shares represented by proxy will be voted for the substituted nominee.


The Board of Directors unanimously recommends that the shareholders vote “FOR” the election of the ~~four~~three nominees (Item 1 on the Proxy Card)

Members of the Board of Directors

The following table presents biographical information on all of the directors, including the four nominees, and information regarding the director’s experiences, qualifications, attributes, or skills that have caused the Corporate Governance and Nominating Committee and the Board to determine that the director should continue to serve on Horizon’s Board. All of the directors of Horizon also serve as directors of Horizon Bank.

~~Name~~

~~Age~~

Name

Age

Business Experience and Service as a Director

Nominees for Director – Class of ~~2023~~

2026

James B. Dworkin

Mr. Dworkin is the Chancellor Emeritus of Purdue University North Central. He has over 4244 years of experience in education and has a business school background and a Ph.D. in Industrial Relations. He currently serves as a Professor of Management at the ~~Krannert~~Mitchell E. Daniels School of ~~Management~~Business at Purdue University. He has served on Horizon’s Board of Directors since 2003 and on the Board of Directors of Horizon Bank since 2002.

Mr. Dworkin has extensive knowledge and experience in academia, negotiations, business administration, and management of a large organization. In addition, Mr. Dworkin has considerable knowledge of local business and has served on the boards of multiple not-for-profit organizations. Mr. Dworkin regularly shares his local and national insights with the Board and senior management. In addition, due to his extensive knowledge of the local community, he provides considerable insight into current local events. Mr. Dworkin’s community knowledge, ability to work with others, and consensus building abilities are valuable contributions to Horizon’s Board of Directors.

~~Daniel F. Hopp~~

Mr. Hopp retired in June 2011 as Senior Vice President, Corporate Affairs, and General Counsel of Whirlpool Corporation, a Fortune 500 company located within Horizon’s market area. He has a law degree and has over 26 years’ experience working with a publicly traded corporation. He has served on Horizon’s Board of Directors since 2005 and on the Board of Directors of Horizon Bank since 2004. He has served as the Lead Director of Horizon’s Board of Directors since July 1, 2013.

Mr. Hopp has extensive knowledge and experience in manufacturing, management of a large and complex organization, corporate law and the rules and regulations applicable to large publicly traded companies. Mr. Hopp’s educational and professional background is rarely found on a community bank board. In addition, Mr. Hopp is very active in the local not-for-profit community. At Horizon’s Board meetings, Mr. Hopp regularly provides invaluable insights based on his professional and educational experiences, and he has the ability to look at complex problems from a different perspective. Mr. Hopp is a valuable member of Horizon’s Board of Directors.

Michele M. Magnuson

Ms. Magnuson (formerly, Thompson) is the former President and Chief Financial Officer and a director of both LaPorte Bancorp, Inc. and its wholly owned banking subsidiary The LaPorte Savings Bank, an Indiana-chartered savings bank. She originally joined The LaPorte Savings Bank in 2003 as Chief Financial Officer and was named Vice President in 2004, Executive Vice President in 2007, and President and Chief Financial Officer in 2011. She also served LaPorte Bancorp, Inc.’s predecessor organization as Executive Vice President and Chief Financial Officer (named in 2007) and President and Chief Financial Officer (named in 2011). She was appointed to the Boards of Directors of The LaPorte Savings Bank

~~Name~~

~~Age~~

~~Business Experience and Service as Director~~

and LaPorte Bancorp, Inc. in 2007. Ms. Magnuson has served on both Horizon’s and Horizon Bank’s Board of Directors since her appointment in July 2016. If Ms. Magnuson were serving on the Audit Committee, she would qualify as an audit committee financial expert under SEC rules.

She served as the Lead Director since July 1, 2022.

Ms. Magnuson has more than 3234 years of banking experience. She is a graduate of Ball State University and holds a Master of Business Administration from Indiana University South Bend. Ms. Magnuson’s extensive management, financial and banking industry experience, including her familiarity with the local business and economic environment in the communities formerly served by The LaPorte Savings Bank and now served by Horizon Bank, adds value and a unique perspective to the Boards of Directors of both Horizon and Horizon Bank.


Steven W. Reed	57	60	Mr. Reed is a partner with the firm of BGBC Partners, LLP, an Indianapolis full service accounting, and business consulting firm. He was a Board member of Heartland Community Bank from 2006 until July 2012. He has a B.S. in Business with a concentration in finance. Mr. Reed is a Certified Public Accountant, practicing since 1985, amassing over 3136 years of experience with financial reporting, tax, and business valuation. Additionally, Mr. Reed holds the appellations “Accredited in Business Valuation (ABV)” and “Certified in Financial Forensics (CFF).” These accreditations recognize special training, testing, and qualification in business valuation and in forensic accounting through the American Institute of Certified Public Accountants. Mr. Reed has served on the Board of Directors of Horizon since 2014 and Horizon Bank since 2012. Mr. Reed possesses particular knowledge and experience in finance, accounting, tax, and business valuation as it relates to closely held business. His experience will continue to provide Horizon with considerable expertise and insight into these areas. Mr. Reed chairs the Audit Committee and qualifies as an audit committee financial expert under SEC rules.

Vanessa P. Williams		51	Ms. Williams is the senior vice president and general counsel for Kelly Services, Inc. (Nasdaq: KELYA, KELYB), a global leader in providing strategic workforce solutions headquartered in Troy, Michigan, where she oversees the legal, risk, compliance, procurement and physical security teams. Ms. Williams joined Kelly Services, Inc. in 2020. Prior to joining Kelly Services, Inc., Ms. Williams served as senior vice president in legal, risk and compliance for IHS Markit, a London-based global information provider, from 2006 to 2020. Ms. Williams holds a J.D. degree from William and Mary Law School, an M.B.A., with a focus in international business, from Wayne State University and a B.A. in communications from the University of Alabama. She has more than 26 years of senior legal law firm and in-house experience and has been a certified privacy professional since 2007. She has served on Horizon’s Board of Directors since January 1, 2023 and on the Board of Directors of Horizon Bank since January 18, 2022. Ms. Williams possess extensive knowledge and experience in regulatory and legal compliance. Ms. Williams also oversees the global legal team, procurement, insurance risks, enterprise risk management (ERM), physical security and safety, investor relations, and employment compliance at Kelly Services. She spent the majority of her career at companies in the data science and information industries, where she oversaw privacy, data use and data compliance and third-party risk management. Her experience will continue to provide Horizon with considerable expertise and insight into these areas.

Name

Age

Business Experience and Service as a Director

Continuing Directors – Class of ~~2022~~

2025

Susan D. Aaron

Ms. Aaron is the Chair of Vision Financial Services, Inc., LaPorte, Indiana, an accounts receivable management business in which she has more than 3233 years’ experience. Ms. Aaron has both a B.S. in finance and an M.B.A. in accounting from Indiana University. If Ms. Aaron were serving on the Audit Committee, she would qualify as an audit committee financial expert under SEC rules. She has served on Horizon’s Board of Directors since 1995 and on the Board of Directors of Horizon Bank since 1993.

Ms. Aaron possesses particular knowledge and experience in accounts receivable management, collection services and their related rules and regulations, finance, accounting, management and local market knowledge as it relates to the small business community and not-for-profit organizations. She also brings her experience and insights as the owner of a WBE-certified business. Ms. Aaron’s extensive experience provides significant insight and expertise to Horizon’s Board, particularly as they apply to commercial lending, accounts receivable management and knowledge of the local community.

Eric P. Blackhurst

Mr. Blackhurst is Associate General Counsel, Corporate Transactions and Latin America, of The Dow Chemical Company, a global material science company ~~with 2019 annual sales of $43 billion~~ headquartered in Midland, Michigan. Mr. Blackhurst has held his current position since 2018. He was the Assistant General Counsel, Corporate and Financial Law from 2014 to 2018, and Assistant General Counsel, Chemicals and Energy, Performance Products and Systems from 2009 through 2014. He has held positions of increasing importance with Dow since 1990. Mr. Blackhurst is a former member of the board of directors of both

~~Name~~

~~Age~~

~~Business Experience and Service as Director~~

Wolverine Bancorp., Inc. (“Wolverine”) and Wolverine Bank, serving from 2009 until Horizon’s acquisition of Wolverine in October 2017. Mr. Blackhurst has served on both Horizon’s and Horizon Bank’s Board of Directors since his appointment in October 2017.

Mr. Blackhurst’s extensive corporate, legal, and international experience, including experience serving as legal counsel at a major public corporation and his general business acumen provide the Board of Directors of Horizon and Horizon Bank with critical insights into business operations and issues.

Craig M. Dwight

Since July 1, 2013, Mr. Dwight has held the position of Chair and Chief Executive Officer of Horizon. He has served as the Chief Executive Officer of Horizon and Horizon Bank since July 1, 2001. Prior to that, he was the President and Chief Administrative Officer of Horizon and the Chair and Chief Executive Officer of Horizon Bank commencing in December 1998. He has over 4041 years of banking experience, including experience as a senior credit officer, senior commercial loan officer, branch manager, human resources director, and chief executive officer. He has a business degree with a concentration in accounting. Mr. Dwight has served on Horizon’s Board of Directors and the Board of Directors of Horizon Bank since 1998.

Mr. Dwight has extensive knowledge and experience in banking, credit underwriting, balance sheet management, liquidity management, finance, accounting and banking rules and regulations. In addition, Mr. Dwight has considerable knowledge of the local business, municipal and not-for-profit communities. Mr. Dwight has served in leadership roles with a significant number of local not-for-profit organizations, including leading several fund raising campaigns. Mr. Dwight’s intimate knowledge of Horizon’s business and his leadership through periods of economic turmoil and ability to look for new opportunities for Horizon makes him a valuable member of Horizon’s Board of Directors.

Name

Age

Business Experience and Service as a Director

Continuing Directors – Class of ~~2021~~

2024

Lawrence E. Burnell

Mr. Burnell is the Vice Chairman of White Lodging Services Corporation, a national hotel management and development company, and has also served as the Chief Operating Officer and Chief Financial Officer. He has over 4345 years of financial management experience, including serving in senior financial management positions at White Lodging Services Corporation for the last 2729 years. Mr. Burnell has a B.S. in accounting, has passed the CPA exam, and has 1112 years of experience serving with a national public accounting firm. Mr. Burnell serves on the Audit Committee and he qualifies as an audit committee financial expert under SEC rules. He has served on Horizon’s Board of Directors since 2009 and on the Board of Directors of Horizon Bank since September 2007.

Mr. Burnell has extensive experience and knowledge in real estate development, trends in commercial real estate values, and management of a large and complex service organization, finance, and accounting. Mr. Burnell’s extensive commercial real estate background provides Horizon’s Enterprise Risk Management and Credit Policy Committee (formerly known as the Loan Committee)~~, which he chairs,~~ with important insight into this industry, which is especially valuable during the current economic climate. In addition, Mr. Burnell’s extensive accounting, management and service industry experience provides an important perspective to Horizon’s Board of Directors.

Julie ~~Scheck~~S. Freigang

~~Julie Scheck~~Ms. Freigang is the Vice President and Chief Information Officer for ~~Franklin Electric Co.,~~CF Industries Holdings, Inc. ~~(NASDAQ: FELE)~~(NYSE: CF) headquartered in ~~Fort Wayne,~~

~~Name~~

~~Age~~

~~Business Experience and Service as Director~~

~~Indiana~~Deerfield, Illinois, where she oversees the company’s information ~~technology across 110 locations in 21 countries.~~technology. Ms. Scheck Freigang has held this position since ~~April 2014~~.October 2020. Before joining CF Industries, she held the position of Vice President, Chief Information Officer at Franklin Electric ~~she held~~Co., Inc. (NASDAQ: FELE) from 2014-2020 and the position of Vice President – IT at Eaton Corporation ~~in Galesburg, Michigan~~ from ~~January 2011 to April 2014.~~2011-2014. Ms. ~~Scheck~~ Freigang earned a Bachelor of Science in Mechanical Engineering and graduated with honors from Valparaiso University in Valparaiso, Indiana. Ms. ~~Scheck~~ Freigang has served on the Board of Directors of Horizon Bank since 2019 and was appointed to a Horizon Board of Directors vacancy in January 2020.

~~Within the Fort Wayne area,~~ Ms. ~~Scheck Freigang is active in encouraging girls to consider technical fields and has sponsored the Northeast Indiana Tech Coalition TechFest for five years. Ms. Scheck~~ Freigang possesses particular knowledge and experience in cyber security and information technology for publicly traded companies. In previous and current roles, she has built and maintained a comprehensive cybersecurity program, including strategy, risk assessment, technology implementation, insurance, auditing, policy development, awareness training and incident response. She is also responsible for the overall Business Continuity Program, in alignment with Enterprise Risk Management. Her experience will continue to provide Horizon with considerable expertise and insight into these areas.

Peter L. Pairitz

Mr. Pairitz is a business developer who focuses on consulting with small business owners regarding all aspects of business ownership, including financing alternatives, and he has management responsibilities for several types of businesses. He is a CPA (inactive) with public accounting firm experience in auditing and managing audits of financial institutions. If Mr. Pairitz were serving on the Audit Committee, he would qualify as an audit committee financial expert under SEC rules. He has served on Horizon’s Board of Directors since 2001 and on the Board of Directors of Horizon Bank since 2000.

Mr. Pairitz has extensive knowledge and experience in finance, accounting, audit, manufacturing, real estate development, and the local business community. Mr. Pairitz’ business experiences, local knowledge, and attention to detail are very important to Horizon’s Board of Directors. In addition, Mr. Pairitz has continued his outside board education in the areas of enterprise risk, credit, and compensation trends and has shared his knowledge and experience with the Enterprise Risk Management and Credit Policy Committee, Compensation Committee, and Corporate Governance and Nominating Committee.



Spero W. Valavanis	67	70	Mr. Valavanis is an architect and has over 4244 years’ experience in design, strategic and financial planning, business development and management, hiring and compensation, and marketing, first, as a Principal/Owner of Design Organization, Inc., an architecture, engineering and interior design firm, and then as a shareholder and Office Director & Vice President for Shive-Hattery Inc., an architecture and engineering firm, upon its acquisition of Design Organization, Inc. in 2013. Mr. Valavanis is a Principal with Shive-Hattery Inc., where he has been employed since 2013. He has served on Horizon’s Board of Directors since 2000 and on the Board of Directors of Horizon Bank since 1998. Mr. Valavanis has extensive knowledge and experience in architecture, and design, construction management ~~and of the~~for local business, municipal and not-for-profit communities. In that role, he has researched and integrated sustainable design into his architectural practice for over 40 years. He is a USGBC LEED (Leadership in Energy and Environmental Design) accredited professional and designed multiple LEED certified projects, from LEED pilot projects to LEED Platinum certified. Mr. Valavanis is a past Board Chair of the Greater Valparaiso Chamber of Commerce and the Porter County Community Foundation, and has served on many not-for-profit boards of directors. Mr. Valavanis has continued his director education with a focus on asset and liability management and on trust matters. Mr. Valavanis’ professional background, local market knowledge and community involvement are important contributions to Horizon’s Board of Directors.

HORIZON’S ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) FRAMEWORK

Since 1873, Horizon has operated as a community bank, putting people and its communities first. Building relationships and supporting its communities has been at the core of Horizon’s approach to banking and its business. Horizon’s ESG framework is built around its desire to make a positive impact and empower its employees, customers and communities. The Corporate Governance and Nominating Committee has been charged with oversight of this framework.

Horizon issued its inaugural sustainability report in the second quarter of 2021 that detailed its ESG initiatives incorporating metrics for calendar year 2020 from guidelines set out in in the Sustainability Accounting Standards for Commercial Banks prepared by the Sustainability Accounting Standards Board. The sustainability report includes information about our diversity and inclusion efforts and our Senior Community Development Officer in addition to our contributions to the communities that we served in the past year. As an annual report, the Corporate Social Responsibility report for 2022 was issued in March 6, 2023 and may be found on our website with additional information on community outreach at www.horizonbank.com, under “About Us – Community Outreach” and the captions “Diversity and Inclusion,” “Helping Our Communities,” “Community Grant Program,” and “Affordable Loan Options.”

CORPORATE GOVERNANCE

Director Independence

Annually, Horizon’s Board of Directors considers the independence of each of the directors under the listing standards of the NASDAQ Stock Market. In determining independence, the Board considers, among other things, current or previous employment relationships as well as material transactions and relationships between Horizon or Horizon Bank and the directors, members of their immediate family and entities in which the directors have a significant interest. The purpose of this review is to determine whether any relationships or transactions exist or have occurred that are inconsistent with a determination that the director is independent.

The Board of Directors has determined that ten of the eleven current members of the Board qualify as independent directors under SEC rules and the NASDAQ ~~Listing Standards.~~listing standards. Craig M. Dwight, who serves as Horizon’s ~~Chair~~Chairman and Chief Executive Officer, is the only current director on the Board of Directors of Horizon who does not qualify as an independent director because of the positions he holds with Horizon and Horizon Bank.

Members of the Audit, Compensation, and Corporate Governance and Nominating Committees must and do meet all applicable independence tests of the NASDAQ Stock Market and the SEC. In addition, the Board’s key standing committees meet in executive session without the presence of directors who are not independent, and the non-management directors of the Board meet in executive session without the presence of directors who are not independent. In addition, the Board will meet in executive session without directors who are not independent at least twice a year.

Board Leadership Structure

Horizon’s Board of Directors believes that each business is unique, and therefore, Board leadership structure should vary depending upon each company’s circumstances and needs as they evolve over time. The positions of Chief Executive Officer and ~~Chair~~Chairman of the Board currently are held by Craig M. Dwight. The Board has determined that it is in the best interests of Horizon to consolidate these positions due to Mr. Dwight’s unique experiences and Horizon’s corporate governance practice of having an independent lead director when these two positions are consolidated, as discussed below.

Mr. Dwight’s extensive banking background experience in the States of Indiana and Michigan; his demonstrated ability to lead complex organizations; his proven leadership during varying economic cycles; his forward and strategic thinking; his personal integrity; his demonstrated ability to hold the interests of the company above his own personal interests; his ability to recruit and retain an outstanding executive leadership team with similar values and beliefs; and his willingness to seek and receive outside counsel provides him with the unique ability to hold both offices of ~~Chair~~Chairman and Chief Executive Officer.

On ~~April 16, 2013,~~January 17, 2023, the Board approved the appointment of Thomas M. Prame to serve as the Chief Executive Officer of both Horizon and Horizon Bank, effective as of June 1, 2023. Mr. Prame currently serves as the President of both Horizon and Horizon Bank and on the Board of Directors ~~amended~~ of Horizon Bank and will continue to serve in all of those positions in addition to his new role as Chief Executive Officer. Mr. Dwight will continue to serve as Chief Executive Officer until June 1, 2023 and will continue to serve as Chairman of both Horizon and Horizon Bank thereafter.

Horizon’s Bylaws to provide that if the offices of ~~Chair~~Chairman of the Board and Chief Executive Officer are held by the same person, then the independent members of the Board are required to appoint one of the incumbent, independent directors to serve as the Lead Director. The selection process, term, qualifications, authority, responsibilities and other provisions governing the role of the Lead Director are set forth in the Charter of the Lead Independent ~~Director, which the Board adopted on April 16, 2013, and amended on June 19, 2018.~~Director.

~~Effective July 1, 2013 and reaffirmed by the Board in June 2019, the Board appointed~~

Daniel F. Hopp served as the Lead ~~Director.~~ Director from July 2013 until the expiration of his three-year term as Lead Director on June 30, 2022. On June 21, 2022, Michele M. Magnuson was elected by Horizon’s independent directors to serve as the Lead Director for a three-year term, commencing on July 1, 2022 and expiring on June 30, 2025. The decision by Mr. Hopp to not stand for re–election as Lead Director was not a result of any disagreement with the Board or management of Horizon or Horizon Bank.

In accordance with Horizon’s Charter of the Lead Independent Director, the Lead Director calls and presides at executive sessions of the independent directors; coordinates the activities and communications among independent ~~directors;~~directors presides at all meetings of the Board at which the Chair is not present or if circumstances arise in which the role of the Chair is, or may be perceived to be, in conflict; approves the meeting schedules for independent directors and sets and reviews the agendas for executive sessions of the independent directors; and may attend committee meetings of any committee of the Board of Directors. The Lead Director serves as the principal liaison between the independent directors and the Chief Executive Officer and other members of senior management on matters of corporation policy, strategy, executive management performance and other matters, such as by:


•Consulting with the Chief Executive Officer regarding any concerns of the directors about Horizon or its performance, the Chief Executive Officer’s performance, and the performance of other executive management;;

•Providing input to the Chairman and Chief Executive Officer and the Corporate Secretary on the preparation of agendas for Board and committee meetings; and

Consulting with the Chief Executive Officer regarding any concerns of the directors about Horizon or its performance, the Chief Executive Officer’s performance, and the performance of other executive management;15

~~Providing input to the Chair and Chief Executive Officer and the Corporate Secretary on the preparation of agendas for Board and committee meetings; and~~

~~Advising the Chair on the quality, quantity, usefulness and timeliness of information provided to directors to support the work of the Board of Directors and committees.~~



•Advising the Chairman on the quality, quantity, usefulness and timeliness of information provided to directors to support the work of the Board of Directors and committees.

In addition, at the direction of the full Board of Directors, the Lead Director may authorize the retention by Horizon of outside advisors and consultants to report directly to the Board of Directors.

All of the directors on the Board, other than Mr. Dwight, qualify as independent under the NASDAQ rules. The key standing committees − the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee − are comprised entirely of independent directors and provide independent oversight of management. In addition, the Board’s key standing committees meet in executive session without the presence of Mr. Dwight, and the non-management directors of the Board meet in executive session without the presence of Mr. Dwight. In addition, the Board will meet in executive session without Mr. Dwight at least twice a year.

Communications with Directors

Shareholders may communicate directly with the Board of Directors or individual members of the Board of Directors in writing by sending a letter to the Board at: Horizon Bancorp, Inc. Board of Directors, 515 Franklin Street, Michigan City, Indiana 46360. All communications directed to the Board of Directors will be transmitted to the ~~Chair~~Chairman of the Board of Directors or other director identified in the communication without any editing or screening.

Shareholders also may communicate concerns, suggestions, or questions to any member of the Board of Directors or member of senior management by logging onto the www.ethicspoint.com website from any computer at any time or by calling the toll-free hotline number, 866-294-4694. EthicsPoint is a worldwide, confidential, and anonymous web and telephone reporting system that allows shareholders, customers, vendors and employees the ability to report concerns, as well as to pose questions and suggestions, confidentially and anonymously. EthicsPoint is fully compliant with reporting requirements such as those mandated by the Sarbanes-Oxley Act, Section 301. All communications received through EthicsPoint, either by web or telephone, are transmitted directly to the Chair of the Board’s Audit Committee, the Chair of the Board’s Corporate Governance and Nominating Committee, the Lead Director, and designated members of senior management, without editing or ~~screening~~screening.

Code of Ethics

Horizon’s Code of Ethics for Executive Officers and Directors supplements the Horizon Bancorp, Inc. and Horizon Bank Advisor Code of Conduct and Ethics applicable to all employees, including officers. Horizon’s Code of Ethics for Executive Officers and Directors is available on Horizon’s website at www.horizonbank.com in the section headed “About Us – Investor Relations – Corporate Information” under the caption “Corporate Governance.”

Director Nomination Procedures

Horizon’s Bylaws provide that any of the following may nominate director candidates: the Board of Directors, a nominating committee of the Board, any person appointed and authorized by the Board to make nominations, or any shareholder entitled to vote for the election of directors who has complied with the notice procedures specified in the Bylaws.

Horizon’s Bylaws provide that nominations by shareholders must be made in writing and must be received at Horizon’s principal executive office not fewer than 120 days in advance of the anniversary date

of the release of the prior year’s proxy statement to shareholders in connection with the Annual Meeting. For instance, the proxy statement for last year’s ~~2019~~2022 Annual Meeting was released to shareholders on March ~~15, 2019.~~20, 2022. Accordingly, the last day to deliver a nomination for the ~~2020~~2023 Annual Meeting was 120 days before March ~~15, 2020,~~20, 2023, or November ~~16, 2019.~~21, 2022. Shareholder nominations must (i) include the detailed information about the nominee required by the Bylaws, which were amended by the Board effective as of January 1, 2023, to, among other things, add the following additional requirements: (a) a written questionnaire with respect to the background and qualifications of the nominee, in the form required by Horizon, (b) an agreement from the proposed director nominee, in the form required by Horizon, agreeing to, among other things, comply with various policies and procedures of the Company applicable to all directors, and (c) a written statement that such shareholder intends to solicit proxies in support of such director nominee in accordance with Rule 14a–19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and also ~~must~~(ii) comply with the other requirements set forth in the ~~Bylaws.~~Bylaws, including the requirements of Rule 14a–19 under the Exchange Act. The Corporate Governance and Nominating Committee does not have a separate policy for considering director candidates recommended by shareholders because the ~~director~~shareholder nomination procedures are set forth in Horizon’s Bylaws.

Horizon’s Bylaws provide that the chair of the Annual Meeting may, in his or her discretion, disregard nominations that are not made in accordance with the Bylaws and the requirements of the federal securities laws, regulations and rules, including Rule 14a-19 under the Exchange Act, and may instruct the election inspector to disregard all votes cast for any such nominee. A complete copy of the applicable provisions of Horizon’s Bylaws is available to shareholders without charge upon request to the Secretary.

Meetings of the Board of Directors and Committees

Horizon’s Board of Directors held 1210 meetings during ~~2019,~~2022, and each director serving on the Board during 2022 attended ~~83.3%~~in person or virtually 90.0% or more of the total number of meetings of the Board and the committees upon which he or she served. Horizon and its subsidiaries have joint standing committees. These committees include the Audit Committee, the Compensation Committee, and the Corporate Governance and Nominating Committee. Executive sessions of the independent directors are held at least two times a year.

Although Horizon does not have a policy regarding the attendance of directors at the Annual Meeting of shareholders, Horizon encourages directors to attend the Annual Meeting. ~~Eight~~Three of the ~~then-current~~ eleven members of the Board of Directors who were serving as a director at the time attended the ~~2019~~2022 Annual Meeting.

Corporate Governance and Nominating Committee

The members of the Corporate Governance and Nominating Committee are appointed by the Board of Directors in April, effective May of each year. The members of the Corporate Governance and Nominating Committee ~~for 2019/2020~~ are Mr. ~~Pairitz,~~Blackhurst, who serves as Chair, Mr. Pairitz, and Ms. ~~Aaron,~~Aaron. Mr. ~~Blackhurst,~~Hopp retired from the Board, including the Corporate Governance and ~~Mr. Hopp.~~Nominating Committee, effective as of December 31, 2022. All of the members of the Corporate Governance and Nominating Committee qualify as independent directors as defined by the SEC rules and NASDAQ listing standards. The Corporate Governance and Nominating Committee met ~~three~~four times during ~~2019.~~2022. The responsibilities of the Corporate Governance and Nominating Committee of the Board of Directors include selecting the individuals to be nominated for membership on the Board of Directors and overseeing the annual self-evaluations by the Board and its committees.

The Corporate Governance and Nominating Committee selects a slate of nominees and then recommends those nominees to the Board of Directors. The entire Board of Directors determines who the nominees will be. The Corporate Governance and Nominating Committee and the Board select nominees who meet the qualifications set forth in Horizon’s Bylaws and the applicable independence requirements under the SEC and NASDAQ rules.

The responsibilities of the Corporate Governance and Nominating Committee also include (i) reviewing and reporting to the Board on matters of corporate governance and developing and recommending to the Board corporate governance principles; (ii) leading the Board and its committees in its supervisory oversight functions of related party transactions and insider share transactions; and (iii) reviewing Horizon’s activities and practices regarding environmental, social, and governance matters.

The Corporate Governance and Nominating Committee Charter is posted on Horizon’s website at www.horizonbank.com in the section headed “About Us – Investor Relations – Corporate Information” under the caption “Corporate Governance.”

Audit Committee

Audit Committee members serve one-year terms and are appointed by the Board of Directors in April, effective January of each year. The Audit Committee members ~~for 2019/2020~~ are Mr. Reed, who serves as Chair, Mr. Burnell, Mr. Dworkin, and Ms. ~~Freigang (effective with her January 21, 2020 appointment). The Audit Committee met four times in 2019.~~Freigang. The purpose of the Audit Committee is to assist the Boards of Directors of Horizon and Horizon Bank in fulfilling their statutory and fiduciary responsibilities with respect to examinations of Horizon, Horizon Bank, and their affiliates and the monitoring of accounting, auditing, and financial reporting practices. The Audit Committee met four times during 2022. The Audit Committee reviews the internal audit procedures of Horizon and Horizon Bank and recommends to the Boards of Directors the engagement of outside and internal auditing firms.

Horizon’s Board of Directors has determined that Mr. Reed qualifies as an “audit committee financial expert” as defined by the SEC rules. Mr. Reed has a Bachelor of Science degree in Business with a concentration in finance, and is a registered certified public accountant with over 3133 years of public accounting experience.

All of the members of the Audit Committee, including Mr. Reed, qualify as independent directors as defined by the SEC rules and NASDAQ listing standards.

The Audit Committee Charter is posted on Horizon’s website at www.horizonbank.com in the section headed “About Us – Investor Relations – Corporate Information” under the caption “Corporate Governance.”

Compensation Committee

Compensation Committee members serve one-year terms and are appointed by the Board of Directors in April, effective May of each year. The members of the Compensation Committee for ~~2019/2020~~ are ~~Ms. Aaron,~~Mr. Pairitz, who serves as Chair, Mr. Blackhurst, and Ms. Williams. Mr. Hopp retired from the Board, including the Corporate Governance and ~~Mr. Pairitz.~~Nominating Committee, effective as of December 31, 2022. On December 20, 2022, the Board appointed Ms. Williams to serve on the Board and the Compensation Committee, both effective as of January 1, 2023. All of the members of the Compensation Committee qualify as independent directors as defined by the SEC rules and NASDAQ listing standards. The Compensation Committee met ~~six~~nine times in ~~2019.~~2022. The Committee reviews salary and employee benefit issues relating to employees and directors of Horizon, Horizon Bank, and their affiliates.

The Compensation Committee Charter is posted on Horizon’s website at www.horizonbank.com in the section headed “About Us – Investor Relations – Corporate Information” under the caption “Corporate Governance.”

Compensation Committee Interlocks and Insider Participation

All of the members of the Compensation Committee are independent, and no member of the Compensation Committee has served as an officer or employee of Horizon, Horizon Bank, or any of Horizon’s other subsidiaries. None of the members of the Compensation Committee serves as an executive officer of another entity at which one of Horizon’s executive officers serves as a member of the Board of Directors. No member of the Compensation Committee has had any relationship with Horizon requiring disclosure under Item 404 of SEC Regulation S-K, which requires the disclosure of certain related person transactions, other than loans made in the ordinary course of business on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable loans with unrelated third parties and which management believes did not involve more than normal risk of collectability or present other unfavorable features.

Compensation Consultants

The Compensation Committee has the authority under its charter to retain outside consultants to provide assistance. At least every two years, the Compensation Committee engages a compensation consultant to conduct a review of executive and director compensation. A primary function of the consultant is to provide market data to the Committee concerning compensation of comparable companies in order to

assist the Committee in determining whether Horizon’s compensation system in effect is a reasonable and appropriate means for achieving Horizon’s business objectives.

In accordance with the Compensation Committee’s authority, the Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW ~~Cook~~”Cook”) on a number of occasions since 2002. In December ~~2019,~~2022, FW Cook reported to the Compensation Committee on the findings from its analysis of Horizon’s named executive officers’ compensation. “Named executive officers” or the NEO’s refers to the five executive officers who are named in the Summary Compensation Table below because of their positions and levels of compensation. To evaluate the reasonableness of Horizon’s executive compensation, the Compensation Committee annually obtains surveys from accounting firms and other sources and augments that data with the FW Cook reviews, which are more extensive and include peer comparison of cash, short-term compensation, and long-term compensation. FW Cook’s reports have provided the Compensation Committee with an updated competitive survey, and the Compensation Committee has relied primarily on these surveys in reaching its decisions on compensation and to compare the reasonableness of total compensation for the named executive officers and directors. In addition, FW Cook’s reports have reviewed long-term equity compensation awards to the named executive officers in comparison with peer data and acceptable banking practices. FW Cook provides no other services to Horizon and meets all other standards for independence and lack of conflicts of interest for compensation consultants.

Performance Reviews

The Compensation Committee, with input from the entire Board of Directors, conducts an annual review of the performance of Mr. Dwight, who serves as Horizon’s ~~Chair~~Chairman of the Board and Chief Executive Officer. In addition, the Compensation Committee, with input from the Chief Executive Officer, reviews the performance of Horizon’s other executive officers.

In conducting its review, the Compensation Committee considers a variety of performance factors in order to analyze the compensation of each of these executive officers. These factors generally include strategic planning, traditional financial results, positioning Horizon for future success, and enterprise risk management.

The financial services business is complex and is undergoing changes that generate uncertainties about future events. The Chief Executive Officer must provide guidance and leadership in nearly all aspects of this dynamic enterprise. In the process, however, the Chief Executive Officer is not expected to work alone. The performance evaluation recognizes that programs initiated at the top level of an organization are not, and should not be expected to be, “quick fixes.” These programs are generally long-term in nature, bringing benefits to Horizon over many years. For those reasons, the Compensation Committee also focuses on the following issues in determining performance levels for the Chief Executive Officer:

~~Strategic Leadership: Strategic leadership entails development of appropriate strategies for Horizon and the ability to gain support for those strategies.~~

~~Enterprise Guardianship~~: Enterprise guardianship requires the Chief Executive Officer to set the tone in such matters as Horizon’s reputation, ethics, legal compliance, customer relations, employee relations, and ensuring results.


•Strategic Leadership: Strategic leadership entails development of appropriate strategies for Horizon and the ability to gain support for those strategies.

•Enterprise Guardianship: Enterprise guardianship requires the Chief Executive Officer to set the tone in such matters as Horizon’s reputation, ethics, legal compliance, customer relations, employee relations, and ensuring results.

•Risk Management: Risk management requires the Chief Executive Officer to maintain a strong risk management culture, to provide oversight of key risks including financial reporting, reputation, asset quality, compliance with all banking rules and regulations and to assure proper maintenance of good internal controls and processes.

•Board Relationship: Board relationship requires the Chief Executive Officer to work collaboratively with Board members and committees, communicate information in a timely manner to ensure full and informed consent about matters of corporate governance and provide complete transparency to the Board.

•Financial Results: Financial results focus on the overall financial health of Horizon and ability to achieve financial goals.

•Talent Recruitment, Retention & Training: The Chief Executive Officer is required to recruit, attract, and retain an exceptional leadership team in order to effectively run the organization today and in the future. In addition, continuous organizational learning is a key focal point for the Chief Executive Officer and ongoing training is vital to Horizon’s continued success.

~~Risk Management~~: Risk management requires the Chief Executive Officer to maintain a strong risk management culture, to provide oversight of key risks including financial reporting, reputation, asset quality, compliance with all banking rules and regulations and to assure proper maintenance of good internal controls and processes.

~~Board Relationship~~: Board relationship requires the Chief Executive Officer to work collaboratively with Board members and committees, communicate information in a timely manner to ensure full and informed consent about matters of corporate governance and provide complete transparency to the Board.

~~Financial Results: Financial results focus on the overall financial health of Horizon and ability to achieve financial goals.~~

~~Talent Recruitment, Retention & Training~~: The Chief Executive Officer is required to recruit, attract, and retain an exceptional leadership team in order to effectively run the organization today and in the future. In addition, continuous organizational learning is a key focal point for the Chief Executive Officer and ongoing training is vital to Horizon’s continued success.

In conducting the Chief Executive Officer’s performance review for ~~2019,~~2022, the Compensation Committee obtained input from members of the Board. A significant portion of management compensation, including that of the Chief Executive Officer and the other executive officers, is performance related.

Risk Management and Compensation Policies and Practices

Horizon monitors its incentive and commission-based compensation plans through an incentive compensation and commission plan matrix that provides a schedule of all plans, associated risks and how the risks are mitigated. This matrix is reviewed by the Compensation Committee in a private session with the person who serves as Horizon’s Senior Vice President, Senior Auditor, Enterprise Risk Manager, and Compliance Officer (“Risk ~~Manager~~”Manager”). Horizon’s incentive compensation plans minimize undue risk taking through plan design, incentive compensation caps, and Compensation Committee oversight. Plan design provides the Compensation Committee with the ability to change, modify, or cancel any incentive compensation plan at the Committee’s sole discretion. In addition, all material incentive compensation payouts, excluding commissions paid to mortgage loan

originators, are subject to Horizon’s achievement of minimum cash flow coverage to cover dividends, and fixed costs at the holding company, and individual employee performance that is satisfactory to Horizon.

The SEC’s compensation risk rules provide that if a public company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the company, then the company must provide disclosures addressing the compensation policies and practices as they relate to risk management and risk-taking incentives with respect to all employees and to disclose in their proxy statements whether a company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the company. Horizon reviewed its compensation policies and practices for all employees on September ~~17, 2019,~~20, 2022, including executive officers, and has determined that those policies and practices are reasonable and unlikely to have a material adverse effect on Horizon. Horizon believes that the design and oversight of its compensation plans help ensure that the plans do not encourage excessive risk taking.

Enterprise Risk Management

In conjunction with Horizon’s Enterprise Risk Management Policy, the Risk Manager, who serves as Horizon’s senior enterprise risk manager, and other members of senior management meet annually with all business units to discuss risks related to their areas and how risks are mitigated. The risks are then classified as follows:

~~High – potential material threat to the enterprise.~~

~~Moderate – not a material threat to the enterprise, however, could impact current year’s performance.~~


•High – potential material threat to the enterprise.

•Moderate – not a material threat to the enterprise, however, could impact current year’s performance.

•Low – minimal threat to the enterprise.

~~Low – minimal threat to the enterprise.~~

High level risks and established metrics were reviewed with Horizon’s Board or Board committees four times during ~~2019,~~2022, as discussed below. The Board anticipates a similar review at least quarterly in ~~2020.~~2023.

As part of its oversight function, the Board and its committees monitor how management operates Horizon and maintains internal controls and processes. When granting authority to management, approving strategies and receiving management reports, the Board considers, among other things, the risks, and vulnerabilities faced by Horizon. The Audit Committee considers risks associated with Horizon’s overall

financial reporting, the disclosure process, compliance with all rules and regulations and risk control policies and procedures. At its regularly scheduled quarterly meetings, the Audit Committee meets in executive session with its internal auditor, its Risk Manager, and Horizon’s independent registered public accounting firm. ~~RMS~~RSM US, LLP served as Horizon’s internal auditor during ~~2019.~~2022. High-level risks are reviewed with the Audit Committee at each meeting.

The Board committees review high-level risks associated in the area of their responsibilities. The Asset Liability Committee reviews risks related to liquidity, interest rates, quality of the investment portfolio, operations, facilities, and information security. The Enterprise Risk Management and Credit Policy Committee reviews risks related to credit, loan concentrations, community reinvestment, and compliance with lending rules and regulations. In addition, it oversees Horizon’s enterprise risk management policies and key risk metrics and proactively monitors emerging risk trends and economic factors. As a result, it will recommend any necessary adjustments to Horizon’s enterprise risk management practices and metrics. In ~~2019,~~2022, the Compensation Committee met one time in executive session with the Risk Manager to review Horizon’s incentive compensation plans to be certain that employees are not incentivized to take undue risks, and the Compensation Committee anticipates that it will meet one time during ~~2020~~2023 to conduct a similar review.

The Board established the Cyber Security Committee of the Board in December 2022. The Cyber Security Committee considers risks associated with Horizon’s overall cyber security and information technology programs; information technology audits; the security risk insurance that Horizon maintains for information technology, cyber security and privacy risks; Horizon’s information security training programs; and compliance with all rules and regulations and risk control policies and procedures relating to information technology and cyber security. Pursuant to the Cyber Security Committee Charter, the Cyber Security Committee is required to meet at least three times per year and report to the Board annually. In addition, the Cyber Security Committee Charter provides that a majority of the Cyber Security Committee’s voting members must qualify as independent directors under SEC rules and NASDAQ listing standards. During 2022, 80% of the Cyber Security Committee’s members

qualified as independent, and the same members will continue to serve in 2023. Horizon’s senior management briefs the Cyber Security Committee at each Cyber Security Committee meeting. In 2022, Horizon’s information technology/cyber security program was audited one time by Horizon’s internal auditor and one time by Horizon’s external auditor. The Cyber Security Committee Charter is posted on Horizon’s website at www.horizonbank.com in the section headed “About Us – Investor Relations – Corporate Information” under the caption “Corporate Governance.”

The matrices for the Executive Officer Bonus Plan have included “Enterprise Risk Management” as a category since 2009. For information about the Executive Officer Bonus Plan and matrices, see the discussion under the caption “Annual Performance-Based Incentive Compensation” in the Compensation Discussion and Analysis below.

~~Anti-Hedging~~

Anti–Hedging and ~~Anti-Pledging~~Anti–Pledging Policies

Horizon has robust policies restricting hedging and pledging transactions related to Horizon’s common shares. These policies prohibit a full range of transactions and cover a broad group of participants, including directors, officers, employees, family members, other members of a person’s household, and controlled entities. Horizon believes that hedging and pledging transactions could have the effect of diluting the risks and rewards of stock ownership in Horizon and could cause an employee, director or executive officer to have different objectives from Horizon’s other shareholders.

Horizon addresses hedging and pledging in three separate policy documents: (i) the Insider Trading Policy, which applies to all directors, officers, employees, family members, other members of a person’s household, and controlled entities; (ii) the Anti-Hedging Policy, which applies to all directors and executive officers; and (iii) the Anti-Pledging Policy, which applies to all directors and executive officers.

Each of the policies applies restrictions to a broad range of transactions that could reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of Horizon’s common shares, such as prepaid variable forwards, equity swaps, collars and exchange funds. In addition, restrictions apply to options trading, margin accounts and pledging because these situations can also foster objectives that differ from other Horizon shareholders or can force sales while the person subject to the policy possesses material nonpublic information.

Employees who are not executive officers are strongly encouraged not to engage in any hedging or monetization transactions, but are permitted the limited ability to seek pre-clearance from Horizon’s Compliance Officer (currently designated as the Chief Financial Officer) to engage in such a transaction. The person must provide sufficient justification for the transaction. In addition, an employee who is not an executive officer may also seek pre-clearance from the Compliance Officer for pledging Horizon common shares as collateral for a loan and must demonstrate his or her financial capacity to repay the loan without resorting to the pledged securities. During ~~2019,~~2022, no requests from non-executive officer employees for deviations from the Insider Trading Policy were received by the Compliance Officer.

With respect to directors, executive officers, their family members and controlled entities, Horizon has adopted an even more aggressive stance with respect to all hedging and pledging transactions. In

addition to the Insider Trading Policy, these persons are also subject to the Anti-Hedging Policy and the Anti-Pledging Policy. The Anti-Hedging Policy prohibits them from purchasing financial instruments or engaging in activities that could reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any Horizon securities. There are no exceptions.

The Anti-Pledging Policy prohibits them from pledging, hypothecating, or encumbering Horizon securities as collateral for any indebtedness, including pledging securities as collateral for margin accounts. However, the Corporate Governance and Nominating Committee of the Board of Directors may grant prior approval for a pledge of securities in limited circumstances for loans with a clear purpose for use of the proceeds and a well-defined and identifiable source of repayment. Horizon’s directors and executive officers have not requested any pledging of Horizon securities at this time, and therefore, no waivers or exceptions have been granted.

Succession Plan

Horizon maintains a detailed chief executive officer succession plan that includes a formal selection process that considers emergency, temporary, and permanent succession plans. Horizon’s succession plan includes a discussion on the bank’s future outlook, cultural fit, core competencies required for the position and use of independent third parties, if necessary. Horizon’s succession plan also contemplates review of both internal and external candidates. Horizon’s chief executive officer succession plan is periodically reviewed by the Board of Directors.

Stock Ownership Guidelines

Horizon Ownership Guidelines (“Ownership ~~Guidelines~~”Guidelines”) require that members of the Boards of Directors of Horizon and Horizon Bank and Horizon’s executive officers attain and maintain a level of ownership of Horizon’s common shares having a value at least equal to the following ownership thresholds specified in the Ownership Guidelines:

~~Participant~~	~~Ownership Thresholds~~
~~Director~~ Participant		Ownership Thresholds
Director		3 times amount of annual retainer
Chief Executive Officer		3 times base salary
Named Executive Officers (other than Chief Executive Officer)		2 times base salary

If a participant is not in compliance with the Ownership Threshold due to the number of common shares owned or from stock price fluctuations, then, until such time as the participant attains the Ownership Threshold, the participant is subject to additional restrictions. The additional restrictions include certain limitations on sale of current shares owned and additional shares acquired.

~~Participant~~
Participant						Percentage of ~~After-Tax~~After–Tax Profit Associated with the Acquired Shares
Director and Chief Executive Officer						75%
Named Executive Officers (other than ~~the~~ Chief Executive Officer)						50%

Shares are considered to be owned by a participant for the purposes of the Ownership Guidelines if those shares would be deemed to be beneficially owned according to the SEC’s beneficial ownership rules applicable to determining ownership for the beneficial ownership table included annually in Horizon’s proxy statement for its shareholders’ meeting. Shares of restricted stock for which the restrictions have not yet lapsed, and non-vested unexercised stock options, are not considered to be shares owned for the purposes of the Ownership Guidelines. Any exceptions or waivers to the Ownership Guidelines must be approved by the Compensation Committee.

COMPENSATION COMMITTEE REPORT

~~Compensation Committee Report~~

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included below. Based on that review and discussion, the Compensation Committee has recommended to Horizon’s Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into Horizon’s ~~2019~~2022 Annual Report on Form 10-K.

This Report is respectfully submitted by the Compensation Committee of Horizon’s Board of Directors:

~~Susan D. Aaron,~~

Peter L. Pairitz, Chair

Eric P. Blackhurst

~~Daniel F. Hopp~~Vanessa P. Williams

~~Peter L. Pairitz~~Susan D. Aaron, Alternate

~~Compensation Discussion and Analysis~~

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

The Compensation Discussion and Analysis describes and analyzes the compensation of Horizon’s named executive officers. Horizon’s compensation program is designed to align executive officer compensation with Horizon’s annual and long-term performance and with the interests of Horizon’s shareholders. The development of compensation programs and benefit plans for senior executives, along with specific compensation decisions for the named executive officers, is the responsibility of the Compensation Committee of the Board. The Compensation Committee is assisted from time to time by an independent compensation consultant, whose duties are detailed in this Proxy Statement. The Compensation Committee utilizes benchmark data obtained from industry publications and the compensation consultant to assist in determining the reasonableness of Horizon’s pay programs, the direction of Horizon’s total compensation as compared with Horizon’s performance and in making compensation decisions on named executive officers.

The Compensation Committee, with input from the Board of Directors, annually evaluates the Chief Executive Officer’s performance in comparison to corporate goals and objectives and determines and approves the Chief Executive Officer’s compensation based on achievement of those goals and objectives. The Chief Executive Officer evaluates the performance of the other named executive officers in comparison to goals and recommends to the Compensation Committee a base salary change for each named executive officer based on achievement of their goals and objectives. The Compensation Committee makes the final decision on the other named executive officers’ compensation.

This Compensation Discussion and Analysis also includes information about the ratio of Horizon’s Chief Executive Officer’s annual total compensation to the median of the annual total compensation of all other Horizon employees.

~~Overview of 2019 Compensation Process and Programs~~

Use of FW Cook Compensation Consultant.

~~As it has done several times in the past, the~~

The Compensation Committee retained FW Cook to prepare a report for purposes of evaluating executive compensation for Horizon’s named executive ~~officers.~~officers, including its chief executive officer and as part of its consideration of executive compensation for 2023. The most recent FW Cook report was received in December ~~2019~~2022 and ~~compared~~used 2021 compensation data to compare overall executive compensation practices against 1820 companies of comparable size and common business traits, as selected by FW Cook with input from management and approved by the Compensation Committee. ~~The following highlights are from~~Horizon’s peer group for purposes of the ~~2019~~2022 FW Cook ~~report:~~report included the following companies:

Horizon is positioned near the median of the group of 18 comparison companies in various measures of size, including total assets, total shareholder equity, net revenue, pre-tax income, number of employees and market capitalization.

~~Total direct compensation (“TDC”) for the last completed fiscal year (2018) for Mr. Dwight, the Chief Executive Officer, is positioned 1% below the median of the 18 comparison companies.~~

~~Target TDC at the 18 comparison companies increased by 14%, although target TDC for Mr. Dwight increased by 3% year over year.~~

Mr. Dwight’s base salary is near the high end of the median range of the 18 comparison companies, annual bonus opportunities are near the low end of the median range, and long-term incentive opportunities are near the median of the median range.

~~With respect to Mr. Dwight’s compensation mix, his target TDC is weighted similarly to median competitive practice.~~

On average, TDC opportunities for the named executive officers (excluding Mr. Dwight), individually and in total, are positioned within the market median range. The competitive market median increased 14% year-over-year on average for all executive officers.

~~Total annual compensation for the last completed fiscal year (2018) for Mr. Dwight and all the other named executive officers is directionally aligned with company size and performance.~~

~~Total annual compensation for the last five completed fiscal years (2014-2018) on average is somewhat high relative to company size and performance for each of those fiscal years.~~

Total compensation paid for the last completed fiscal year (2018) for Mr. Dwight and all the other named executive officers on average is directionally aligned with three-year company performance (2016-2018).

~~Total compensation paid for the last five completed fiscal years (2014-2018) on average is directionally aligned with trailing three-year actual performance.~~

•

~~Horizon’s annual bonuses earned as a percent of target ranged from 92-125%, versus an earnout range of 90-140% of target at the 18 comparison companies at the 25~~^th ~~and 75~~^th ~~percentiles, respectively.~~1st Source Corporation

German American Bancorp, Inc.

Old Second Bancorp, Inc.

(South Bend, IN)

(Jasper, IN)

(Aurora, IL)

Byline Bancorp

Great Southern Bancorp

Park National Corporation

(Chicago, IL)

(Springfield, MO)

(Newark, OH)

Community Trust Bancorp

Independent Bank Corporation

Peoples Bancorp

(Pikeville, KY)

(Ionia, MI)

(Marietta, OH)

City Holding Company

Lakeland Financial

Premier Financial Corp.

(Charleston, WV)

(Warsaw, IN)

(Defiance, OH)

Enterprise Financial Services Corp.

Mercantile Bank

QCR Holdings

(Clayton, MO)

(Grand Rapids, MI)

(Moline, IL)

First Busey Corporation

Midland States Bancorp

Stock Yards Bancorp, Inc.

(Champaign, IL)

(Effingham, IL)

(Louisville, KY)

First Mid Bancshares, Inc.

MidWestOne Financial Group, Inc.

(Mattoon, IL)

(Iowa City, IA)

~~Horizon’s TDC mix is representative of median competitive practice.~~

Horizon’s long-term incentive mix of 80% performance shares and 20% stock options is more performance-oriented than median competitive practice, where 60% is allocated to performance awards, 33% to time-based restricted stock, and 7% to stock options. Only 2 of the 18 comparison companies grant stock options or stock appreciation rights.23

•

~~Horizon ranks near the 25~~^th ~~percentile of the 18 comparison companies in terms of equity compensation cost, as measured by absolute dollar amount, and near the 25~~^th ~~percentile relative to pre-tax income.~~

•

~~Horizon ranks near the 25~~^th percentile of the 18 comparison companies in terms of share usage run rate due to Horizon’s use of stock options which require more shares than restricted stock to deliver the same value. Because Horizon has decreased its weighting on stock options (as it has expanded its use of performance shares) from 50% to 20%, the share usage run rate has decreased.

•

~~Horizon ranks below the 25~~^th ~~percentile of the 18 comparison companies in terms of potential dilution overhang.~~

Horizon aligns with comparison company practice by using a portfolio of two long-term incentive grant types (stock options and performance-based restricted stock awards). More than half of the 18 comparison companies also use two long-term incentive grant types.

The Compensation Committee has considered the independence of FW Cook in light of SEC rules and NASDAQ listing standards. In connection with this process, the Committee has reviewed, among other items, a letter from FW Cook dated August ~~9, 2019~~17, 2022 that addresses the independence of FW Cook and the

members of the consulting team serving the Compensation Committee, including the following factors: (i) other services provided to us by FW Cook, (ii) fees paid by us as a percentage of FW Cook’s total revenue, (iii) policies or procedures of FW Cook that are designed to prevent conflicts of interest, (iv) any business or personal relationships between the senior advisor of the consulting team with a member of the Committee, (v) any Horizon stock owned by the senior advisor or any immediate family member, and (vi) any business or personal relationships between Horizon’s executive officers and the senior advisor. The Committee discussed these considerations and concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflicts of interest.

The Compensation Committee intends to continue to employ an independent, third-party consultant to review executive compensation, including long-term benefits, at least every two years.

~~2019~~

The following highlights are from the 2022 FW Cook report:


•Horizon’s position was assessed in relation to a peer group of 20 other companies comparable to Horizon in various measures of size, including total assets, total shareholder equity, net revenue, net income, number of employees and market capitalization. Company performance for Horizon and the peer group is measured on a one-year and three-year basis for size, profitability, growth and shareholder return (with composite scores representing an average of the relative rankings in these categories).

•Total annual compensation (“TAC”) for the last completed fiscal year (2021) for the named executive officers is directionally aligned with composite company size and performance for that year. TAC refers to base salary plus annual bonus.

•TAC for the last five completed fiscal years (2017-2021) is also directionally aligned relative to composite company size and performance over that same time period.

•Total compensation paid (“TCP”) for the last completed fiscal year (2021) for the named executive officers is directionally aligned with three-year company performance (2019-2021). TCP refers to multi-year long-term incentive cash awards earned for the latest performance cycle, plus all other compensation reported, plus value realized on any stock option exercises, plus restricted stock/performance shares earned and/or vested.

•TCP for the last five completed fiscal years (2017-2021) is also directionally aligned with trailing three-year performance over that same time period.

•Horizon’s annual bonuses earned as a percent of target ranged from 108-158%, versus a range of 100-170% of target at the peer group companies at the 25th and 75th percentiles, respectively.

•On average, total direct compensation (“TDC”) opportunities for Horizon’s named executive officers, individually and in total, are positioned near the midpoint of the market median range.

•Horizon’s TDC mix is representative of median competitive practice.

•Horizon’s long-term incentive mix of 80% performance shares and 20% restricted stock is weighted more towards performance-based compensation than median competitive practice.

•Horizon ranks near the median of the peer group in terms of equity compensation cost, as measured by absolute dollar amount and near the median relative to pre-tax income.

•Horizon ranks between the median and the 25th percentile and the median of the peer group in terms of share usage run rate.

•Horizon ranks between the median and 75th percentile of the peer group in terms of potential dilution overhang from outstanding grants, and in the top quartile in total potential dilution because of the new share request in 2021.



•Horizon’s practice of using a portfolio of two long-term incentive grant types, consisting of restricted stock vesting over three years and performance shares cliff vesting after a three-year performance period, is aligned with peer group practice.

Overview of 2022 Compensation Process and Programs

2022 Compensation Program

The Compensation Committee sets the compensation of all named executive officers of Horizon, including that of the Chief Executive Officer. Compensation is composed of several segments, including base salary, short-term incentives, and long-term incentives. The Compensation Committee compares all executive compensation, including that of the Chief Executive Officer, to the compensation paid to persons holding the comparable position in similar financial institutions.

In determining the ~~2019~~2022 compensation for the Chief Executive Officer, Chief Financial Officer and other top officers, the Compensation Committee ~~placed its greatest reliance~~relied in part upon on the analysis provided by the ~~2018~~2021 FW Cook report delivered in December ~~2018,~~2021, just as the Compensation Committee will use the ~~2019~~2022 FW Cook report delivered in December ~~2019~~2022 as part of its consideration of executive compensation for ~~2020.~~2023. The Compensation Committee’s review included a study of base pay, bonus, and long-term compensation. ~~The 2018~~

Horizon’s peer group for purposes of the 2021 FW Cook report ~~made comparisons against a group of 19 Midwestern regional banks indicated in~~included the ~~list below. The peer group was selected by FW Cook and approved by the Compensation Committee.~~following companies:

~~The following list includes all peer group companies included in FW Cook’s 2018 report:~~

•

1st Source Corporation ~~(South~~

First Mid Bancshares, Inc.

Park National Corporation

(South Bend, IN)

(Mattoon, IL)

(Newark, OH)

Byline Bancorp

German American Bancorp, Inc.

Peoples Bancorp

(Chicago, IL)

(Jasper, IN)

(Marietta, OH)

Community Trust Bancorp

Great Southern Bancorp

Premier Financial Corp.

(Pikeville, KY)

(Springfield, MO)

(Defiance, OH)

City Holding Company

Independent Bank Corporation

QCR Holdings

(Charleston, WV)

(Ionia, MI)

(Moline, IL)

Enterprise Financial Services Corp.

Lakeland Financial

Stock Yards Bancorp, Inc.

(Clayton, MO)

(Warsaw, IN)

(Louisville, KY)

First Busey Corporation

Midland States Bancorp

(Champaign, IL)

(Effingham, IL)

~~Community Trust Bancorp (Pikeville, KY)~~

~~City Holding Company (Charleston, WV)~~25

~~Enterprise Financial Services Corp. (Clayton, MO)~~

~~First Busey Corporation (Champaign, IL)~~

The Named Executive Officers

~~First Defiance Financial (Defiance, OH)~~

First Financial Corp. (Terre Haute, IN)*

~~First Mid-Illinois Bancshares, Inc. (Mattoon, IL)~~

~~German American Bancorp (Jasper, IN)~~

~~Great Southern Bancorp (Springfield, MO)~~

Hills Bancorporation (Hills, IA)*

~~Independent Bank Corporation (Ionia, MI)~~

~~Lakeland Financial (Warsaw, IN)~~

~~Mercantile Bank (Grand Rapids, MI)~~

~~Midland States Bancorp (Effingham, IL)~~

~~MidWestOne Financial (Iowa City, IA)~~

~~Peoples Bancorp (Marietta, OH)~~

~~QCR Holdings (Moline, IL)~~

~~SY Bancorp (formerly, Stock Yards Bancorp) (Louisville, KY)~~

As previously described, the December 2019 FW Cook report employed a comparison group of 18 companies, eliminating the companies denoted above with an asterisk and adding Byline Bancorp (Chicago, IL). These adjustments reflect changes to the peer group prompted by Horizon’s larger size due to organic growth and merger activity.

The following discussion of compensation focuses on the compensation of the five executive officers who are named in the Summary Compensation Table below because of their positions and levels of compensation (referred to throughout this Proxy Statement as the “named executive ~~officers.”~~officers”). The named executive officers and their positions with Horizon and Horizon Bank during ~~2019~~2022 are as follows:

~~Name~~
Name		Position
Craig M. Dwight (1)	~~Chair~~	Chairman of the Board and Chief Executive Officer of Horizon and Horizon Bank

Mark E. Secor		Executive Vice President and Chief Financial Officer of Horizon and Horizon Bank

~~Dennis J. Kuhn~~ Thomas M. Prame(2)		President of Horizon and Horizon Bank

Kathie A. DeRuiter		Executive Vice President of ~~Horizon;~~Horizon and Horizon Bank; Senior Operations Officer of Horizon Bank

Lynn M. Kerber(3)		Executive Vice President of Horizon and Horizon Bank; Chief Commercial Banking Officer of Horizon Bank


~~James D. Neff~~ (1)			Mr. Dwight will continue to serve as CEO until June 1, 2023 and will continue to serve as Chairman of Horizon and Horizon Bank thereafter. Mr. Dwight will retire as an employee of the Company effective as of July 3, 2023.
(2)			Mr. Prame began serving as President of Horizon and Horizon Bank on August 15, 2022. On January 17, 2023, the Board approved the appointment of Mr. Prame to serve as the Chief Executive Officer of both Horizon and Horizon Bank, effective as of June 1, 2023.
~~Kathie A. DeRuiter~~ (3)			Ms. Kerber served as Executive Vice President, Senior Commercial Credit Officer from January 2021 to April 2022 and was promoted to Executive Vice President and Chief Commercial Banking Officer, effective as of ~~Horizon; Senior Bank Operations Officer of Horizon Bank~~ April 1, 2022.

Annual Advisory Vote on Executive Compensation

At the ~~2019~~2022 Annual Meeting, Horizon provided shareholders with a separate, advisory shareholder “say-on-pay” vote to approve the compensation of the named executive officers. At that meeting ~~97.6%~~97.0% of Horizon’s common shares that were cast on the proposal (excluding abstentions) were voted in favor of Horizon’s compensation of those executive officers as disclosed in the proxy statement. Following the ~~2019~~2022 vote, the Board of Directors considered whether any changes should be implemented in connection with Horizon’s compensation policies and decisions. The Board believes that the high percentage of shares voting in support of the say-on-pay proposal indicated that shareholders approve the work of Horizon’s Compensation Committee and that shareholders consider Horizon’s executive compensation programs to be aligned with shareholders’ interests. Given the significant shareholder support, the Board and Compensation Committee concluded that Horizon’s executive compensation is aligned with shareholders’ interests and, therefore, no additional action was taken in response to the outcome of the advisory vote on executive compensation. At the ~~2020~~2023 Annual Meeting, shareholders again will have the opportunity to vote, in an advisory capacity, on Horizon’s named executive officer compensation (see “Proposal 2: Advisory Vote to Approve Executive Compensation” below).

Advisory Vote on Frequency of the Advisory Vote on Executive Compensation

At the 2018 Annual Meeting, shareholders voted in an advisory vote to recommend the frequency at which Horizon should present shareholders with the opportunity to participate in an advisory say-on-pay vote on Horizon’s executive compensation. Horizon’s Board of Directors recommended an annual vote. Shareholders voted on whether the say-on-pay votes should be held every one, two, or three years. Of Horizon’s common shares voted in 2018 on that frequency proposal (excluding abstentions), 92% of those common shares were voted in favor of holding future say-on-pay votes on an annual basis, as the Board of Directors recommended. In light of that result and other factors that the Board has considered, Horizon will continue to hold say-on-pay votes on an annual basis, as it has done since the first shareholder vote on frequency in 2012. The advisory vote on the frequency of say-on-pay votes is required to occur at least every six years and will occur next ~~during or before~~in 2024.

Compensation Risk

As discussed under the caption “Risk Management and Compensation Policies and Practices” in the Corporate Governance section above, Horizon’s Risk Manager, who serves as the senior risk officer, meets with the Board of Directors and the Audit and Compensation Committees to review Horizon’s compensation and other risks and to address how to mitigate and monitor such risks.

Horizon’s long-term business objectives require that Horizon increase revenues year-over-year, maintain profitability in each year, increase market share and demonstrate sound enterprise risk management. Horizon believes that if it is successful in achieving these objectives, the results will inure to the financial benefit of Horizon’s shareholders. Accordingly, Horizon has designed its executive compensation program to reward its executives for achieving annual and long-term financial and business results that meet these objectives. Specifically, the amount of incentive compensation received by Horizon’s executive officers is directly related to Horizon’s and to an individual executive’s performance results. Horizon recognizes that the pursuit of these objectives may lead to behaviors that focus executives on their individual enrichment rather than Horizon’s long-term welfare. If this were to occur, it could weaken the link between pay and performance and result in less of a correlation between the compensation delivered to Horizon’s executives and the return realized by Horizon’s shareholders. Accordingly, Horizon has designed its executive compensation program to limit and mitigate these possibilities and ensure that its compensation practices and decisions are consistent with Horizon’s risk profile.

The Compensation Committee has had in place since 2003 certain rules that provide it with considerable latitude in determining whether or not bonuses should be paid. The Compensation Committee believes these rules protect the shareholders and help mitigate the possibility that executive officers will take any undue risks. The rules are as follows:


•The Compensation Committee may unilaterally amend, modify, or cancel the plans at any time at its sole discretion.

•Named executive officer bonuses will only be paid if Horizon achieves a minimum net income level that is more than sufficient to cover fixed costs and dividends at the holding company level. This minimum net income level supports the concept that the shareholders are paid first and ahead of executive officer bonuses.

•Executive officers will be paid bonuses only if they are in good standing with Horizon and are not under a performance warning, suspension, or individual regulatory sanction.

•The Compensation Committee or its designee is to review and approve all executive officer bonuses prior to payment.

•Bonuses are subject to receipt of an unqualified opinion by Horizon’s independent accountants on its most current year-end financial statements.

•Horizon Bank has a policy that allows it to “claw back” incentive compensation as discussed below under the heading “Clawbacks: Recovery of Incentive Compensation under the Dodd-Frank Act.”

~~The Compensation Committee may unilaterally amend, modify, or cancel the plans at any time at its sole discretion.~~

Named executive officer bonuses will only be paid if Horizon achieves a minimum net income level that is more than sufficient to cover fixed costs and dividends at the holding company level. This minimum net income level supports the concept that the shareholders are paid first and ahead of executive officer bonuses.27

~~Executive officers will be paid bonuses only if they are in good standing with Horizon and are not under a performance warning, suspension, or individual regulatory sanction.~~

~~The Compensation Committee or its designee is to review and approve all executive officer bonuses prior to payment.~~

~~Bonuses are subject to receipt of an unqualified opinion by Horizon’s independent accountants on its most current year-end financial statements.~~

~~Horizon Bank has a policy that allows it to “claw back” incentive compensation as discussed below under the heading “Recovery of Incentive Compensation under the Dodd-Frank Act~~.”

Overview of Compensation Elements and Mix

•Provides the only fixed element of compensation

•Responsibilities, skills, experience and demonstrated performance

•Competitive with comparable peers

Annual ~~Performance-Based~~Performance –Based Cash Incentive Compensation (~~i.e.~~(i.e., pay for results)

•Reward performance if, and only to the extent, that Horizon met financial and ~~its shareholders also benefit financially from the officer’s stewardship~~non–financial objectives

•Focuses executives on annual objectives that support ~~long-term~~long–term strategy and value creation

•Determined pursuant to the Executive Officer Bonus Plan, which sets pre-established corporate financial and individual performance objectives

•Achievement of short-term and long-term corporate and individual performance metrics

•Horizon must achieve a certain minimum earnings threshold before any level of award is earned.

•Executive must be in good standing with Horizon and not under any regulatory sanction

•Competitive with comparable peers

•Reinforces the need for long-term sustained financial and stock price performance

•Aligns interests of executives with shareholders

•Encourages retention

•Focus on performance-based awards reduces the incentive and manages the risk that executives could engage in risky behavior to drive up the price of common shares

•Encourages and facilitates stock ownership

•Achievement of performance goals during a performance period, all as set by the Compensation Committee (generally based on a comparison of Horizon’s average performance over the performance period for the return on common equity, compounded annual growth rate of total assets, and return on average assets, all relative to the average performance for publicly traded banks with total assets between ~~$1-5~~$5-10 billion on the SNL Bank Index)

•Competitive with comparable peers

•Supports the health and security of executives

•Enhances executive productivity

•Competitive with comparable peers

•Promote Horizon’s presence in the marketplace through memberships

Detailed Discussion of Compensation Elements

Salaries of all executive officers, including the Chief Executive Officer, are governed by Horizon’s formal salary administration program, which is updated each year. The salary administration program involves consideration of an executive officer’s position and responsibility and performance as determined in the detailed annual performance reviews discussed above.

The salaries of Craig M. Dwight, Chief Executive Officer, and ~~James D. Neff,~~Thomas M. Prame, President, are also impacted by written employment agreements with Horizon and Horizon Bank. ~~Each~~

The Compensation Committee compares the salary of each executive officer to those salaries being paid to executive officers in similar positions in organizations of comparable size in the Midwest. Salary ranges are then computed from that data for each Horizon executive officer position. Salary increases are calculated based on individual performance rating, where the executive officer’s base salary falls within the executive officer’s respective salary range, benchmark data, total compensation in comparison to peer compensation mix, and Horizon’s salary matrix.

FW Cook’s ~~2019~~2022 report reported that the average and highest base salary compensation for a Chief Executive Officer were ~~$535,000~~$640,000 and ~~$750,000,~~$850,000, respectively. For Mr. Dwight’s services as ~~Chair~~Chairman of the Board and Chief Executive Officer, he was paid a base salary in ~~2019~~2022 of ~~$558,900,~~$635,000, which represented a ~~3.50%~~4.96% increase over his ~~2018~~2021 base salary of ~~$540,000.~~$605,000.

Annual ~~Performance-Based~~Performance–Based Cash Incentive Compensation

After consultations with compensation consultant FW Cook in 2003, the Compensation Committee of the Board of Directors of Horizon adopted an Executive Officer Bonus Plan. The Bonus Plan permits executive officers to earn, as a cash bonus, a percentage of their salary based on the achievement of corporate and individual goals in the relevant year. ~~All of the~~The following named executive officers, Messrs. Dwight ~~Neff, Kuhn,~~and Secor, and ~~Ms.~~Mses. DeRuiter and Kerber, currently participate in the 2022 Bonus Plan. Participants in the Bonus Plan are not eligible to participate in any other short-term cash incentive plan offered by Horizon.

To receive a bonus under the Bonus Plan, the executive officer must be employed by Horizon or one of its subsidiaries on the date the annual bonus payment is made and must be in good standing with Horizon. If the executive officer retires or dies after earning an annual bonus at the end of the measuring period, then the executive officer (or the estate) will still be eligible to receive the bonus. The Compensation

Committee may adjust or amend the Bonus Plan at any time in its sole discretion. All executive officers’ bonuses are subject to final approval by the Compensation Committee or its designee, and bonus payments are subject to Horizon’s receipt from its independent accountants of an unqualified audit opinion on Horizon’s most current year-end financial statements. Mr. Dwight’s and Mr. ~~Neff’s~~Prame’s bonuses are paid in accordance with their employment agreements, which provide that they may participate in all incentive compensation plans and programs generally available to executive officers.

As approved by the Compensation Committee, Horizon’s bonus matrices for executive officers are divided into short-term and long-term metrics with total bonus opportunities weighted fifty percent each. Short-term metrics place heavier weight on financial outcomes in order to align bonus payouts with shareholders’ interests for the given year. Long-term metrics place heavier weight on positioning Horizon for future success and enterprise risk management to align with shareholders’ long-term interests. Bonus calculations for financial outcomes are based on quantifiable targets and, for non-financial targets, on observations by Horizon’s Chief Executive Officer, the Compensation Committee, and the Board of Directors in comparison to Horizon’s strategic plan.

The weightings for Horizon’s ~~2019~~2022 bonus matrix for each ~~individual participant~~named executive officer (other than Mr. Prame) are as follows:

Named Executive Officer & Category

Short-Term

Metric

Weighting

Long-Term

Metric

Weighting


Named Executive Officer & Category	Short–Term Metric Weighting	Long–Term Metric Weighting
Chief Executive Officer (Mr. Dwight)
Financial Outcome of Horizon (Net Income & Efficiency)	70%
Positioning Horizon for Future Success		70%
Enterprise Risk Management	30%	30%
Executive Vice President and Chief Financial Officer (Mr. Secor)
Financial Outcome of Horizon (Net Income & Efficiency)	60%
Positioning Horizon for Future Success		20%
Enterprise Risk Management	40%	60%
Project Management		20%
Executive Vice President and Senior Operations Officer (Ms. DeRuiter)
Financial Outcome of Horizon (Net Income & Efficiency)	50%
Positioning Horizon for Future Success		20%
Enterprise Risk Management	30%	60%
Project Management	20%	20%
Executive Vice President and Chief Commercial Banking Officer (Ms. Kerber)
Financial Outcome of Horizon (Net Income & Efficiency)	20%
Financial Outcomes for Areas of Direct Responsibility	40%
Positioning Horizon for Future Success		30%
Enterprise Risk Management	20%	70%
Project Management	20%

Horizon’s ~~2020~~2023 bonus matrices for each named executive officer will follow substantially the same categories and metric weightings as above, subject to approval by the Compensation Committee and Board of Directors. Pursuant to Mr. Prame’s employment agreement, Mr. Prame will also be eligible to participate in the Company’s 2023 executive officer target bonus plan, subject to annual approval by the Compensation Committee.

The Compensation Committee established a minimum earnings target for Horizon to achieve before any bonuses would be paid out under the Bonus Plan for ~~2019.~~2022. In ~~2019,~~2022, the minimum earnings threshold was ~~$36.4~~$61.3 million. If Horizon’s net income for ~~2019~~2022 was below ~~$36.4~~$61.3 million, no bonuses would be paid to any executive officer. The minimum earnings target is tied to earnings available to pay dividends and fixed costs at the holding company. Earnings, for purposes of the Bonus Plan, are determined by the Compensation Committee, which has the discretion to make adjustments for special non-recurring costs such as acquisition-related expenditures and other one-time expenses. ~~In 2019, the Compensation Committee adjusted earnings for acquisition-related costs.~~

The Compensation Committee also approved a target bonus matrix for each executive officer to be used to calculate the executive officer’s bonus (if any) for the year (assuming that the minimum earnings target has been met). The matrix for each executive officer specifies the performance measures applicable to the executive officer, the targets for each performance measure and the weight to be assigned to each performance measure in calculating the bonus if the specified target levels are achieved.

The Compensation Committee sets the target awards to be challenging, but reasonably attainable. The maximum earnings goal was approximately ~~$6.0~~$9.0 million and $8.5 million above the targets of ~~$58.0~~$97.0 million for ~~2019~~2022 and ~~$56.0~~$68.5 million for ~~2018~~2021 and the maximum efficiency ratio goal was approximately ~~160 basis points and 225~~350 basis points better than the targets of ~~58.0% for 2019 and~~ 57.0% for ~~2018, respectively.~~2022 and 61.0% for 2021. In ~~2019,~~2022, the minimum earnings amount for payout was achieved, and all the participants were in good standing with Horizon. Any participant not in good standing with Horizon would not be eligible for incentive compensation.

The other non-financial measurements include the following: enterprise risk management; compliance with rules, regulations, and good internal controls; positioning Horizon for long-term growth; organizational development, retention and attracting good talent; and project management. The weightings for each measurement vary dependent upon the overall responsibilities and primary goals of each executive officer. Non-financial results are compared with Horizon’s strategic plan and scored based on the observations of the Chief Executive Officer, Compensation Committee, and the Board of Directors. Scores range from does not meets, meets, exceeds, or far exceeds expectations.

For ~~2019,~~2022, the named executive officers who participated in the Bonus Plan could have earned as a maximum bonus the following percentages of their base salaries: Mr. Dwight, ~~70%~~80%; Mr. Secor, ~~55%~~60%; ~~Mr. Neff, 55%; Mr. Kuhn,~~Ms. DeRuiter, 55%; and Ms. ~~DeRuiter,~~Kerber, 55%. Each named executive officer had as a short-term performance goal the achievement of a specified level of financial outcomes for the year, with the weighting of such goals for ~~2019~~2022 being 70% for Mr. Dwight; 60% for Mr. Secor; ~~85% for Mr. Neff; 85% for Mr. Kuhn; and~~ 50% for Ms. ~~DeRuiter.~~DeRuiter; and 60% for Ms. Kerber. The financial outcome targets focused primarily on Horizon’s earnings, efficiency improvements, or business unit outcomes. The short-term performance goals for each executive officer also included one non-financial metric for enterprise risk management. Long-term performance goals for each executive officer were for enterprise risk management, positioning Horizon for long-term success or project management.

In order to earn a bonus award, the Bonus Plan’s participants were required to achieve an aggregate weighted score of 80% or higher in 2019. If the participant achieved the goals for all categories, the participant’s aggregate weighted score would be 100%. In 2019, Mr. Dwight, Mr. Secor, Mr. Neff, Mr. Kuhn and Ms. DeRuiter all exceeded 80% in weighted average scores for both short- and long-term goals and earned a bonus award.

In considering Mr. Dwight’s bonus, the Compensation Committee used established short- and long-term goals for ~~2019~~2022 and compared actual results with goals. The goals compared Horizon’s net income compared to plan, Horizon’s efficiency ratio compared to plan, enterprise risk management, compliance with all rules, laws, regulations, audit standards, reputation of Horizon, positioning Horizon for future growth and expansion, and organizational development including retention and attraction of good talent, efficiency improvement, and continuous learning.

In order to earn a bonus award in 2022, the Bonus Plan’s participants were required to achieve an aggregate weighted score of 80% or higher for long-term goals to earn the long-term portion of the cash bonus and 80% or higher for short-term goals to earn the short-term portion of the cash bonus. If the participant achieved the goals for all categories, the participant’s aggregate weighted score would be 100%. In 2022, Ms. DeRuiter and Ms. Kerber each exceeded 80% in weighted average scores for both short- and long-term goals and earned the short-term and long-term portions of the bonus award.

Mr. Dwight and Mr. Secor both exceeded 80% in a weighted average score for long-term goals, and therefore earned the long-term portion of the bonus award in 2022. However, due primarily to the late filing of Horizon’s Form 10-K for the year ended December 31, 2022 with the SEC and the accounting revisions of previously issued financial statements that were identified in Horizon’s Form 12b-25 filed with the SEC on March 10, 2023, Mr. Dwight and Mr. Secor did not exceed 80% in a weighted average score for short-term goals in 2022 and thus did not achieve any of the short-term portion of the bonus award. As a result, Mr. Dwight only achieved a bonus of $190,500 out of a possible target bonus of $381,000 for 2022, and Mr. Secor only achieved a bonus of $33,700 out of a possible target bonus of $134,800 for 2022.

The amounts of the bonuses actually paid each year under the Bonus Plan are reported in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table included below in this Proxy Statement. The payouts that Messrs. Dwight and Secor ~~Neff, Kuhn~~ and ~~Ms.~~Mses. DeRuiter and Kerber had an opportunity to earn under the Bonus Plan for ~~2019~~2022 are presented below in the Grants of Plan-Based Awards table.

The Compensation Committee has reviewed the Bonus Plan for ~~2019,~~2022, and based on that review, the Compensation Committee has concluded that the Bonus Plan, as designed for ~~2019,~~2022, aligned the interests of the senior executive officers with those of the shareholders and that the Bonus Plan designs provided several features to mitigate any incentive to the senior executive officers to take undue risks that could threaten the enterprise.

~~Long-Term Performance-Based~~

Long–Term Performance–Based Equity and/or Cash Incentive Program

Since 2003, Horizon has maintained an omnibus stock plan for the purpose of attracting and retaining key employees. All omnibus stock plans have been approved by Horizon’s shareholders. The original 2003 Omnibus Plan expired on January 31, 2013, and although awards under the plan remain outstanding with the last options expiring June 18, 2022, no additional shares may be granted under the 2003 Omnibus Plan.

In 2014, the shareholders approved the 2013 Omnibus Plan, which replaced the 2003 Omnibus Plan and became effective for a ten-year term beginning February 1, 2013. At the 2018 Annual Meeting, shareholders approved an amended and restated 2013 Omnibus Plan to allow additional stock-based awards. The 2013 Omnibus Plan ~~authorizes~~authorized the issuance of up to 1,556,325 common shares (as adjusted from 691,700 for the November 2016 and June 2018 3-for-2 stock splits).

~~The 2013~~

In 2021, the shareholders approved the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Omnibus Plan”), which became effective May 6, 2021 and terminates on the earlier of the date Horizon elects to terminate the Plan (which Horizon is permitted to do at any time) or the date all common shares reserved for issuance under the Plan are issued or otherwise deemed issued under the Plan.

A primary reason for adopting the 2021 Omnibus Plan was ~~designed~~ to ~~satisfy~~replace the ~~requirements~~Horizon Bancorp, Inc. Amended and Restated 2013 Omnibus Equity Incentive Plan, which expired on February 1, 2023, and which contained certain single trigger change-in-control provisions and obsolete share recycling provisions. Awards under the 2013 Plan remain outstanding but no new awards may be granted under the 2013 Plan.

Horizon reserved 1,787,548 shares of ~~Section 162(m)~~our common stock for future awards under the 2021 Omnibus Plan, which includes 1,400,000 new shares of common stock plus 387,548 shares of common stock remaining and unused in the 2013 Plan that were rolled into the 2021 Omnibus Plan.

In general, the majority of the ~~Internal Revenue Code~~awards granted under the 2021 Omnibus Plan must have a minimum vesting schedule of ~~1986, which generally denies~~at least one year. Specifically, at least 95% of the awards granted will have a ~~corporate-level income tax deduction for annual compensation in excess~~minimum vesting schedule of ~~$1 million paid~~one year, subject to acceleration of vesting, to the ~~chief executive officer~~extent permitted by the Compensation Committee or ~~any~~set forth in the 2021 Omnibus Plan or the applicable award agreement in the event of: (i) a termination of service for death, disability, or retirement; (ii) limited conditions relating to a change in control; and (iii) with respect to cash-based awards and substitute awards, in connection with a corporate transaction, such as a merger or sale of Horizon. Awards granted under the ~~four other most highly compensated officers of a public company. As a result of tax reform legislation effective for tax years beginning on January 1, 2018, or later (specifically,~~2021 Omnibus Plan are also subject to Horizon’s clawback policy.

Like Horizon’s prior plans, the Tax Cuts and Jobs Act of 2017), certain types of compensation, including “performance-based compensation,” which were previously exempt from the limitations, are no longer excluded from the Section 162(m) deduction limit.

~~The~~ Compensation Committee administers the ~~2013~~2021 Omnibus Plan and may grant the following types of ~~awards:~~awards under the 2013 Omnibus Plan and the 2021 Omnibus Plan, which may vest on a time basis or pursuant to performance metrics set by the Compensation Committee from time to time:


•Incentive and nonqualified stock options

•Stock appreciation rights

•Restricted stock

•Restricted stock units

•Other stock–based awards

•Any combination of the above

~~Incentive and nonqualified stock options~~32

~~Stock appreciation rights~~

~~Restricted stock~~

~~Performance units and performance shares~~

The effects on awards granted under the 2021 Omnibus Plan in the event of a change in control of Horizon are discussed below under Potential Payments Upon Termination or Change in Control - Other Benefits Upon Termination or Change in Control.

~~Other stock-based awards~~

~~Any combination of the above~~

Horizon’s long-term incentive program was historically based on the grant of stock options and restricted stock, but, in 2014, Horizon began awarding performance-based (not time-based) performance shares as its preferred form of long-term performance-based equity compensation. Long-term equity incentives are granted to encourage and facilitate personal stock ownership by executive officers. Horizon believes this strengthens their personal commitment to Horizon and provides them with a longer-term perspective in their managerial responsibilities. This component of an executive officer’s compensation directly aligns the officer’s interests with those of Horizon’s shareholders. Horizon also recognizes that equity compensation is an important element of a competitive compensation program. The program utilizes vesting periods and/or long-term performance goals to encourage key employees to continue in the employ of Horizon and thereby acts as a retention device for key employees.

With respect to stock ownership, as discussed above, all of the named executive officers must comply with the Ownership Guidelines adopted by the Board of Directors. The Chief Executive Officer

must maintain ownership of Horizon common shares having a value equal to at least three times the base salary, and each of the other named executive officers must maintain ownership of common shares having a value equal to at least twice the applicable executive officer’s base salary. For additional details about the Ownership Guidelines, see the “Stock Ownership Guidelines” section above under the “Corporate Governance” heading.

In determining a reasonable level of long-term compensation to be granted executive officers, the Compensation Committee considers data it deems relevant, including the data in the independent reports prepared by FW Cook and other peer data.

The stock options that have been granted to executive officers are service based and vest in equal annual installments over a three- or five-year period. Awards of restricted stock vest on the ~~fourth or fifth~~third anniversary of the date of grant if the executive officer remains employed by Horizon, Horizon Bank, or any of their affiliates.

The performance shares or units that are awarded become earned and vested based on the achievement of certain performance goals during a performance period as established by the Compensation Committee at the time of each grant (generally three years). The performance goals are based on a comparison of Horizon’s average performance over the performance period for the return on common equity, compounded annual growth rate of total assets, and return on average assets, all relative to the average performance for publicly traded banks with total assets between $1$5 billion and $5$10 billion on the SNL Bank Index for the same measures. Each of the three performance goals is weighted roughly equally (34% for return on common equity; 33% for compounded annual growth rate of total assets; and 33% for return on average assets). The payout received by the recipient is determined by whether Horizon achieves the performance goal at a threshold level (50th to 74th percentile relative to the comparative SNL group), a target level (75th to 84th percentile relative to the comparative SNL group), or a maximum level (greater than 84th percentile relative to the comparative SNL group). A performance share award recipient can receive 50% of the award if Horizon achieves the threshold, 100% of the award if Horizon achieves the target, and 125% of the award if Horizon achieves the maximum.

Qualified Retirement Plans

Horizon maintains ~~two~~one tax-qualified retirement ~~plans, an Employee Stock Ownership Plan (“ESOP”) and an~~plan, the Employees’ Thrift Plan (“Thrift ~~Plan~~”Plan”). Nearly all Horizon employees are eligible to participate in the ESOP. Horizon’s Board of Directors, in its discretion, determines Horizon’s contributions to the ESOP. The contributions may be made in the form of cash or common shares. Shares are allocated among participants each December 31 on the basis of each participant’s eligible compensation to total eligible compensation (a maximum of $280,000 per participant). Dividends on shares held by the plan, at the discretion of each participant, are either distributed to the participant or retained in the plan for the purchase of additional shares.

The Thrift Plan is a 401(k) plan in which all employees with the requisite hours of service are eligible to participate. The Thrift Plan permits voluntary employee contributions, and Horizon may make discretionary matching and profit sharing contributions. Each eligible employee is vested according to a schedule based upon years of service. Voluntary employee contributions are vested at all times, and Horizon’s discretionary contributions vest over a six-year period. Participants are eligible to receive matching contributions once they have attained age 21 and completed one year of service. Horizon, at its discretion, provides for matching contributions as follows: 100% for the first 2% of a participant’s deferral contribution and 50% for each additional percentage deferred up to a total deferral of 6% (a maximum of 4% matching contribution).

~~Post-Termination~~

Post–Termination Compensation and Benefits

Upon termination of either Mr. Dwight or Mr. ~~Neff~~Prame from employment in certain situations not related to a change in control of Horizon, Mr. Dwight and Mr. ~~Neff~~Prame (but no other named executive officers)

will be entitled to certain post-termination compensation and benefits, as provided in their respective employment agreements. Specifically, if Horizon terminates them without “cause” or either executive resigns for “good reason,” then the terminated executive is entitled to additional compensation and benefits, as more fully described below in “Potential Payments Upon Termination or Change in Control.”

~~Effective January 1, 2020, all named executive officers (including Mr. Dwight and Mr. Neff)~~

Horizon Bank entered into new or amended Change in Control Agreements with Mr. Dwight, Mr. Secor, and Ms. DeRuiter, each effective January 1, 2020, and Ms. Kerber, effective October 1, 2020, Horizon ~~Bank.~~Bank entered into amendments to the Change in Control Agreements with Mses. DeRuiter and Kerber effective December 1, 2022. Pursuant to the Change in Control Agreements, the named executive officers become entitled to post-termination compensation and benefits, as discussed in more detail below in “Potential Payments Upon Termination or Change in Control.”

The Board of Directors proposed these new employment and change in control agreements to advance Horizon’s commitment to use only double trigger mechanisms for change-in-control compensation. As a result of the new or amended Change in Control Agreements, and the amended and restated employment agreements for Mr. Dwight and Mr. Neff, also effective January 1, 2020, Horizon no longer has any single-trigger or modified single-trigger change in control compensation obligations.

Horizon believes its post-termination compensation and benefits arrangements are necessary in order to attract and retain experienced and talented executive officers in Horizon’s industry, are comparable to arrangements offered by its industry peers, and are consistent with Horizon’s philosophy and compensation objectives.

The Horizon Bancorp Supplemental Executive Retirement Plan (“Frozen ~~SERP~~”SERP”), a nonqualified deferred compensation plan, was originally effective January 1, 1993, and was frozen effective December 31, 2004. The Frozen SERP provides certain management or highly compensated employees of Horizon and its affiliates with supplemental retirement benefits to help recompense those employees for benefits reduced under the Thrift Plan due to benefit limits imposed by the Code and to permit the deferral of additional compensation. The Frozen SERP is designed and administered to comply with Title I of the Employee Retirement Income Security Act of 1974 and to be exempt from the requirements of Internal Revenue Code Section 409A. The Frozen SERP is administered by the Compensation Committee. Prior to January 1, 2005, a participant in the Frozen SERP could elect each year to defer a percentage of the participant’s total cash compensation. Each year, the Compensation Committee, in its discretion, could elect to have Horizon match the amounts deferred by each participant under the Frozen SERP up to a maximum match of $25,000. The Compensation Committee could also make supplemental contributions in any amount determined by the Compensation Committee in its discretion.

Interest is credited on a participant’s deferred account balance in the Frozen SERP at the five-year U.S. Treasury Bond rate published in The Wall Street Journal and in effect as of the first business day of each calendar month, plus 200 basis points, but not to exceed 120% of the Applicable Federal Long-Term Rate for monthly compounding. Amounts deferred by participants vest immediately. The Compensation Committee can require forfeiture of matching and supplemental contributions if the participant has not completed the number of years of service specified by the Compensation Committee, except when the participant dies while still employed, is determined to be disabled or retires after reaching age sixty-five. Participants or their designated beneficiaries will begin to receive payments under the Frozen SERP within thirty days after the participant’s separation from service. Participants may elect lump sum or installment payments, or a combination of the two, subject to the provisions of the Frozen SERP.

The Frozen SERP was amended effective January 1, 2010, to permit a participant’s account assets to be invested in Horizon common shares, and amended effective December 19, 2017, to allow distributions under the Frozen SERP to be made in cash, Horizon common shares, or a combination of both. Participants in the Frozen SERP may change their investment election option once a year.

No additional amounts, except earnings, accrued to the named executive officers under the Frozen SERP for 2019.

Horizon adopted the Horizon Bancorp 2005 Supplemental Executive Retirement Plan (“2005 ~~SERP~~”SERP”) to replace the Frozen SERP effective January 1, 2005. As with its predecessor, the 2005 SERP provides certain management or highly compensated employees of Horizon and its affiliates with supplemental retirement benefits to help recompense those employees for benefits reduced under the Thrift Plan due to benefit limits imposed by the Code and to permit the deferral of additional compensation. The 2005 SERP is also designed and administered to comply with Title I of the Employee Retirement Income Security Act of 1974 and Code Section 409A, and the 2005 SERP is administered by the Compensation Committee. A participant in the 2005 SERP may

elect to defer a percentage of the participant’s total cash compensation each year. The 2005 SERP maximum deferral percentage is limited to 25%.

Each year, the Compensation Committee, in its discretion, may elect to have Horizon match the amounts deferred by each participant under the 2005 SERP up to a maximum match of $25,000 for years prior to 2017 and $35,000 for 2017 and beyond. The Compensation Committee may change the match limit prior to the beginning of any year. The Compensation Committee may also make supplemental contributions in any amount it determines in its discretion.

Interest is credited on a participant’s deferred account balance in the 2005 SERP at the five-year U.S. Treasury Bond rate published in The Wall Street Journal and in effect as of the first business day of each calendar month, plus 200 basis points, but not to exceed 120% of the Applicable Federal Long-Term Rate for monthly compounding. Amounts deferred by participants vest immediately. The Compensation Committee may require forfeiture of matching and supplemental contributions if the participant has not completed the number of years of service specified by the Compensation Committee, except when the participant dies while still employed, is determined to be disabled or retires after reaching age sixty-five. Participants may specify the date or event upon which they or their designated beneficiaries will begin to receive payment under the 2005 SERP and may elect lump sum or installment payments, or a combination of the two, subject to the provisions of the 2005 SERP.

In December 2009, the Board of Directors approved a second SERP investment alternative in the form of Horizon common shares. In December 2017, the 2005 SERP was amended to confirm that distributions can be made in cash, Horizon common shares, or a combination of both.

Participants in the 2005 SERP may change their investment election option once a year.

Horizon’s contributions allocated to the named executive officers under the 2005 SERP are included in the All Other Compensation column of the Summary Compensation Table appearing below.

Perquisites and Other Personal Benefits

Horizon provides minimal perquisites and other personal benefits to its executive officers. Mr. Dwight isand Mr. Prame are provided with social country club ~~membership.~~memberships. The cost of the ~~membership~~memberships is less than $10,000.

Pay Ratio Disclosure

Horizon has determined the relationship of the annual total compensation of our employees and the annual total compensation of Craig M. Dwight, Horizon’s Chair of the Board and Chief Executive Officer. For ~~2019,~~2022, our last completed fiscal year, (i) the median of the annual total compensation of all employees (other than Mr. Dwight) was ~~$40,240;~~$44,695; and (ii) the annual total compensation of Mr. Dwight, as reported in the Summary Compensation Table, included elsewhere in this Proxy Statement, was ~~$1,238,256.~~$1,328,910.

Based on this information, for ~~2019,~~2022, the ratio of the annual total compensation of Mr. Dwight to the median of the annual total compensation of all employees was ~~30.8~~29.7 to 1, or, in other words, Mr. Dwight’s annual total compensation was ~~30.8~~29.7 times that of the median of the annual total compensation of all employees.

To identify the “median employee” of Horizon this year (and as we have done each year in the past), we identified all full-time and part-time employees of Horizon as of December 31, ~~2019,~~2022, excluding Mr. Dwight, leased employees, or independent ~~contractors, and 80 employees acquired in the March~~

~~acquisition of Salin Bancshares, Inc. and its banking subsidiary.~~contractors. We then used the employees’ base salary (or wages and overtime for non-salaried employees) plus bonus, on a non-annualized basis for those employed for less than all of ~~2019,~~2022, in order to determine annual cash compensation on a consistent basis, and then we ranked all the employees by compensation amount in order to identify the median employee. We believe the use of total cash compensation for all employees is a reasonable and consistently applied compensation measure because we do not widely distribute annual equity awards to employees and all employees participate in Horizon’s Thrift Plan ~~and ESOP~~ on an equal basis.

Once we identified the median employee, we computed the median employee’s annual total compensation for ~~2019~~2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which is the same methodology we use for our named executive officers as set forth in the Summary Compensation Table included in this Proxy Statement.

To determine Mr. Dwight’s annual total compensation, we used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement.

This information is being provided for compliance purposes and is a reasonable estimate calculated in a manner consistent with SEC rules. The SEC rules for identifying the median employee and in calculating the pay ratio allow companies to adopt a variety of methodologies, exclusions and assumptions that reflect their employee populations and compensation practices. As such, the pay ratio reported by other companies, including companies in our peer group, may not be comparable to the pay ratio reported above.

This information is provided for compliance purposes. Neither the Compensation Committee nor management of the company used the pay ratio measure in making compensation decisions.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of Horizon. For further information concerning how Horizon aligns executive compensation with Horizon’s performance, see “Compensation Discussion and Analysis.”


(a)	(b)		(c)		(d)		(e)		(f)	(g)	(h)		(i)
									Value of Initial Fixed $100 Investment Based on				Company Selected Measure (CSM):
Year	Summary Compensation Table Total for Principal Executive Officer (PEO) (1)		Compensation Actually Paid (CAP) to PEO (2)		Average Summary Compensation Table Total for Non-PEO NEOs (3)		Average Compensation Actually Paid to Non-PEO NEOs (4)		Company Total Shareholder Return (TSR) (5)	Peer Group TSR (6)	Net Income (in Millions) (7)		Return on Average Assets (8)
2022	$	1,328,910	$	991,735	$	672,157	$	534,656	87.32	112.01	$	93.41	1.24	%
2021	1,402,359		1,697,391		660,875		793,996		119.35	127.67	87.09		1.34	%
2020	1,281,359		1,170,072		597,220		584,447		86.18	90.39	68.50		1.22	%


(1)			The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Dwight, our Chief Executive Officer, for each corresponding year in the “Total” column of the Summary Compensation Table (“SCT”). See “Executive Compensation – Executive Compensation Tables – Summary Compensation Table for 2022.”
(2)			The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Dwight, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Dwight during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Dwight’s total compensation for each year to determine the compensation actually paid:


Compensation Actually Paid to PEO
Year	Salary (A)		Stock Awards (B)		Non–Equity Incentive Plan Compensation (C)		All Other Compensation (D)		SCT Total (E)		Deductions from SCT Total (F)		Additions to SCT Total (G)		CAP
2022	$	635,000	$	419,969	$	190,500	$	83,441	$	1,328,910	$	(419,969)	$	82,794	$	991,735
2021	605,000		284,980		438,625		73,754		1,402,359		(284,980)		580,012		1,697,391
2020	585,000		260,000		365,625		70,734		1,281,359		(260,000)		148,713		1,170,072


(A)			The dollar amounts in the “Salary” column are the amounts reported for Mr. Dwight for each corresponding year in the “Salary” column of the Summary Compensation Table.
(B)			The dollar amounts in the “Stock Awards” column are the amounts reported for Mr. Dwight for each corresponding year in the “Stock Awards” column of the SCT.
(C)			The dollar amounts in the “Non-Equity Incentive Plan Compensation” column are the amounts reported for Mr. Dwight for each corresponding year in the “Non-Equity Incentive Plan Compensation” column of the SCT.


(D)			The dollar amounts in the “All Other Compensation” column are the amounts reported for Mr. Dwight for each corresponding year in the “All Other Compensation” column of the SCT.
(E)			The dollar amounts in the “SCT Total” column are the amounts reported for Mr. Dwight for each corresponding year in the “Total” column of the SCT.
(F)			The dollar amounts in the “Deductions from SCT Total” column are the total of the amounts reported for Mr. Dwight in the “Stock Awards” and “Option Awards” columns in the SCT for the applicable year.
(G)			The dollar amount in the “Additions to SCT Total” column reflects the addition (or subtraction, as applicable) of the following equity award adjustments for Mr. Dwight for the applicable year: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.


(3)			The dollar amounts reported in column (d) represent the average of the amounts reported for Horizon’s named executive officers (NEOs) as a group (excluding Mr. Dwight) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Dwight) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mark E. Secor, Thomas M. Prame, Kathie A. DeRuiter, and Lynn M. Kerber (ii) for 2021, James D. Neff, Mark E. Secor, Dennis J. Kuhn, and Kathie A. DeRuiter; and (iii) for 2020, James D. Neff, Mark E. Secor, Dennis J. Kuhn, and Kathie A. DeRuiter.
(4)			The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Dwight), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Dwight) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Dwight) for each year to determine the compensation actually paid, using the same methodology described above in footnote (2) above:


Compensation Actually Paid to Non–PEO
Year	Salary		Stock Awards		Non–Equity Incentive Plan Compensation		All Other Compensation		SCT Total		Deductions from SCT Total		Additions to SCT Total		CAP
2022	$	283,549	$	253,466	$	92,942	$	42,200	$	672,157	$	(253,466)	$	115,965	$	534,656
2021	322,072		128,829		154,413		55,561		660,875		(128,829)		261,950		793,996
2020	310,733		124,293		104,143		58,051		597,220		(124,293)		111,520		584,447


(5)			TSR for Horizon Bancorp, Inc. cumulative total TSR returns on common share from S&P Global Market Intelligence, respectively for each period.
(6)			Peer Group TSR the SNL Micro Cap Bank Index is illustrated.
(7)			The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(8)			The percentages reported represent the amount of net income reflected in the Company’s audited financial statements divided by the reported average assets for the applicable year.

Financial Performance Measures

As described in greater detail in “Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short- term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s

performance are as follows:


•Revenue

•Return on Average Assets

•Relative TSR (the Company’s TSR as compared to a peer group established by the Compensation Committee)

Analysis of the Information Presented in the Pay versus Performance Table

In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

Compensation Actually Paid and Total Shareholder Return

The amount of compensation actually paid to Mr. Dwight and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Dwight) are aligned with the Company’s cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Mr. Dwight and to the other NEOs is comprised of equity awards. As described in more detail in the section “Compensation Discussion and Analysis,” the Company targets approximately 35 to 60% of the NEO’s base salary to determine the award value of the NEO’s equity awards, including time-based restricted stock and performance-shares.

Compensation Actually Paid and Net Income

The amount of compensation actually paid to Mr. Dwight and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Dwight) are generally aligned with the Company’s net income between 2020 and 2021 as presented in the table, but net income increased between 2021 and 2022 while the amount of compensation actually paid to Mr. Dwight and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Dwight) decreased. This was primarily the result of the Company’s stock price decreasing during 2022,which is the primary factor in the decreased Additions to SCT Total for 2022 in the tables above.

Compensation Actually Paid and Return on Average Assets

Total Shareholder Return of Horizon and Total Shareholder Return of Peer Group

The Company’s TSR over the three year period presented in the table is aligned with compensation actually paid when comparing the TSR of the peer group presented over the three years presented in the table. The Company’s TSR during the three years presented in the table, representing the Company’s financial performance, industry performance and market conditions as compared to the companies comprising the peer group were directionally consistent. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Compensation Discussion and Analysis.”

Other Compensation and Compensation-Related Policies

Clawbacks: Recovery of Incentive Compensation under the ~~Dodd-Frank~~Dodd–Frank Act

Under the ~~Dodd-Frank~~Dodd–Frank Act, the SEC was required to adopt a rule directing national securities exchanges to establish listing standards which provide that companies listed on a national securities exchange must adopt a policy providing for the recovery of ~~incentive-based~~incentive–based compensation in the event of an accounting restatement based on erroneous data. Under such a policy, compensation would be recovered, or “clawed back,” from any current or former executive officer of the company who received the ~~incentive-based~~incentive–based compensation during the three fiscal years preceding the date on which the company is required to prepare the restatement. The amount to be recovered would be the excess of the amount that would have been paid to the executive officer under the restatement. Horizon Bank adopted a compensation “claw back” policy in 2009, which covers each exempt employee with the title of Vice President or above or who is a ~~commission-based~~commission–based employee. ~~This~~

On October 26, 2022, the SEC adopted the final Dodd-Frank Act compensation recoupment rules. Accordingly, we will review and amend our compensation clawback policy ~~will be revised as necessary~~after finalization of the Nasdaq listing standards relating to the recovery of incentive–based compensation.

Anti–Hedging and ~~appropriate in the future to conform to any additional SEC or NASDAQ requirements for such policies.~~Anti–Pledging

~~Anti-Hedging and Anti-Pledging~~

Horizon’s insider trading policy has historically identified many prohibited transactions for its directors, officers, employees, family members, and controlled entities, including hedging and monetization transactions and pledging Horizon’s common shares, for which transactions special pre-clearance with a compliance officer was required. In December 2017, the Board of Directors adopted an even more aggressive stance with respect to these transactions, believing that hedging and pledging transactions could have the effect of diluting the risks and rewards of stock ownership in Horizon and could cause a director or executive officer to have different objectives from Horizon’s other shareholders.

First, the Board of Directors adopted a stand-alone anti-hedging policy (separate from the insider trading policy) that applies to all directors, executive officers, their family members and controlled entities, prohibiting them from purchasing financial instruments or engaging in activities that could reasonably be expected to have the effect of hedging or offsetting a decrease in the market value of any Horizon securities. There are no exceptions.

Also, the Board of Directors adopted a stand-alone anti-pledging policy (separate from the insider trading policy) that applies to the same group as the anti-hedging policy. All pledging, hypothecating or encumbering of Horizon securities as collateral for any indebtedness is prohibited, including pledging securities as collateral for margin accounts. However, the Corporate Governance and Nominating Committee of the Board of Directors may grant prior approval for a pledge of securities in limited circumstances for loans with a clear purpose for use of the proceeds and a well-defined and identifiable source of repayment. Horizon’s directors and executive officers have not requested any pledging of Horizon securities at this time.

Stock Ownership

As previously discussed, all of the named executive officers must comply with the Ownership Guidelines for stock ownership adopted by the Board of Directors. For additional details about the Ownership Guidelines, see the “Stock Ownership Guidelines” section above under the “Corporate Governance” heading.

Section 162(m)

In general, under Section 162(m) of the Internal Revenue Code, as modified by The Tax Cuts and Jobs Act passed in December, 2017, public companies are subject to a $1 million deductibility limit on compensation paid to certain executive officers, including their performance-based compensation which was excluded before tax reform. Awards that were made and subject to binding written contracts in effect on November 2, 2017 are ~~“grandfathered”~~“legacied” under prior law and can still qualify as deductible performance-based compensation even if paid in future years.

Horizon will continue to analyze the effects of Section 162(m) on its compensation programs, and will continue to monitor the regulations and any additional guidance that may be issued by the IRS. In this regard, while the Board and Compensation Committee are mindful of the benefits of the full deductibility of our executive

officer’s compensation, the Board and/or Compensation Committee may, in their judgment, authorize compensation payments that are not fully tax deductible to the extent they exceed $1 million, if such payments are appropriate to attract and retain executive talent or to meet other business objectives, in the best interests of Horizon and its shareholders.

~~Executive Compensation Tables~~

EXECUTIVE COMPENSATION TABLES

The following tables provide information on the ~~2019~~2022 compensation for Horizon’s Chief Executive Officer, Chief Financial Officer, and the other three most highly compensated executive officers of Horizon and Horizon Bank. These five individuals are referred to as the “named executive officers.”

Summary Compensation Table for ~~2019~~2022

The table below provides information with respect to the total compensation earned by or paid to the named executive officers for ~~2019.~~2022.

Name and
Principal Position
Year
Salary
($)⁽¹⁾

Bonus
($)⁽²⁾

Stock
Awards
($)⁽³⁾

Option
Awards
($)⁽³⁾

Non-Equity Incentive Plan Compensation
($)⁽⁴⁾
All Other Compensation
Total
($)

Craig M. Dwight 2019 558,900 N/A 200,000 50,000 363,285 66,071
⁽⁶⁾
1,238,256
Chief Executive Officer 2018 540,000 N/A 200,000 50,000 310,500 62,995
⁽⁶⁾
1,163,495
2017 525,000 N/A 199,989 50,000 270,375 58,475 1,103,839

Mark E. Secor 2019 291,366 N/A 81,582 20,396 123,831 56,240
⁽⁷⁾
573,415
Chief Financial Officer 2018 282,880 N/A 56,576 14,144 106,080 55,495
⁽⁷⁾
515,175
2017 272,000 N/A 54,403 13,598 102,000 46,966 488,967

James. D. Neff 2019 388,125 N/A 108,675 27,169 184,359 58,913
⁽⁸⁾
767,241
President 2018 375,000 N/A 105,000 26,250 159,375 56,530
⁽⁸⁾
722,155
2017 297,771 N/A 59,557 14,890 166,221 54,331 592,770

Kathie A. DeRuiter 2019 260,000 N/A 62,400 15,600 104,000 50,454
⁽⁹⁾
492,454
Executive Vice President 2018 250,000 N/A 50,000 12,500 93,750 44,905
⁽⁹⁾
451,155
2017 233,000 N/A 46,610 11,652 99,025 43,028 433,315

Dennis J. Kuhn 2019 257,500 N/A 61,800 15,450 83,688 53,258
⁽¹⁰⁾
471,696
Executive Vice President 2018 250,000 N/A 50,000 12,500 68,750 48,432
⁽¹⁰⁾
429,682
2017 223,807 3,602 43,367 10,839 44,761 31,818 358,194


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)		Total ($)
Craig M. Dwight (6)	2022	635,000	N/A	419,969	190,500	83,441	(8)	1,328,910
Chief Executive Officer	2021	605,000	N/A	284,980	438,625	73,754		1,402,359
	2020	585,000	N/A	260,000	362,625	70,734		1,278,359

Mark E. Secor	2022	337,000	N/A	372,272	33,700	64,769	(9)	807,741
Chief Financial Officer	2021	318,172	N/A	127,269	167,040	56,756		669,237
	2020	303,021	N/A	121,208	121,208	58,100		603,537

Thomas M. Prame(7)	2022	200,961	50,000	203,800	—	1,600	(10)	456,361
President


Kathie A. DeRuiter	2022	312,000	N/A	124,787	117,000	60,687	(11)	614,474
Executive Vice President	2021	278,512	N/A	111,405	132,293	53,022		575,232
Senior Operations Officer	2020	270,400	N/A	108,160	81,120	56,720		516,400

Lynn M. Kerber	2022	284,233	N/A	313,004	128,127	41,744	(12)	767,108
Executive Vice President
Chief Commercial Banking Officer

	^1.
(1)			Includes salary amounts paid and salary amounts deferred by the individual named pursuant to Horizon’s Thrift Plan and the 2005 Supplemental Executive Retirement Plan (“~~SERP~~”SERP”).

(2)

^2.

~~The amount reflects the dollar amount paid under Horizon’s holiday bonus plan, which is available to all employees with the exception of specified executive officers, including~~ Messrs. Dwight and Secor ~~Neff~~ and ~~Kuhn~~Mses. DeRuiter and ~~Ms. DeRuiter. Messrs. Dwight, Secor, Neff and Kuhn and Ms. DeRuiter~~Kerber are eligible to receive annual bonuses under the Executive Officer Bonus Plan, and if such bonuses are received for a given year, the SEC rules provide that they are to be reported in the Non-Equity Incentive Plan Compensation column of this table.

Pursuant to Mr. Prame’s employment agreement, he received a lump sum of $50,000 in 2022 to assist with any interim expenses in transitioning to his new position and relocating.

(3)

^3.

The amounts in this column reflect the aggregate grant date fair value of option awards during the last three fiscal years in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in the calculation of the option awards reported in this column, please see Note 2321 of the Notes to Consolidated Financial Statements in Horizon’s ~~2019~~2022 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

(4)

^4.

Messrs. Dwight and Secor ~~Neff~~ and ~~Kuhn~~Mses. DeRuiter and ~~Ms. DeRuiter~~Kerber received payments under Horizon’s Executive Officer Bonus Plan. (For more information about the Bonus Plan and these payments see the discussion above in the Compensation Discussion and ~~Analysis.~~Analysis - Annual Performance-Based Cash Incentive Compensation.)

(5)			^5.			The individuals named in the table also received certain perquisites, but the incremental costs of providing the perquisites did not exceed the $10,000 disclosure threshold.
(6)			Mr. Dwight will continue to serve as CEO until June 1, 2023 and will continue to serve as Chairman of Horizon and Horizon Bank thereafter. Mr. Dwight will retire as an employee of the Company effective as of July 3, 2023.

	^6.
(7)		Mr. Prame began serving as President of Horizon and Horizon Bank on August 15, 2022. On January 17, 2023, the Board approved the appointment of Mr. Prame to serve as the Chief Executive Officer of both Horizon and Horizon Bank, effective as of June 1, 2023.
(8)		Includes Horizon’s ~~contribution of $5,412 under Horizon’s Employee Stock Ownership Plan and its~~ matching contributions of ~~$11,200~~$12,200 under the Thrift Plan, $35,000 under the SERP and ~~$14,459~~$36,241 in dividends on performance and restricted stock.

(9)

^7.

Includes Horizon’s ~~contribution of $5,412 under Horizon’s Employee Stock Ownership Plan and its~~ matching contributions of ~~$11,200~~$12,200 under the Thrift Plan, $35,000 under the SERP and ~~$4,627~~$17,569 in dividends on performance and restricted stock.

(10)			^8.			Includes Horizon’s ~~contribution of $5,412 under~~$1,600 in dividends on restricted stock.
(11)			Includes Horizon’s ~~Employee Stock Ownership Plan and its~~ matching contributions of ~~$11,200~~$12,200 under the Thrift Plan, $35,000 under the SERP and ~~$7,301~~$13,487 in dividends on performance and restricted stock.

(12)

^9.

Includes Horizon’s ~~contribution of $5,412 under Horizon’s Employee Stock Ownership Plan and its~~ matching contributions of ~~$11,200~~$10,229 under the Thrift Plan, ~~$30,000~~$17,500 under the SERP and ~~$3,842~~$14,014 in dividends on performance and restricted stock.

^10.

Includes Horizon’s contribution of $4,730 under Horizon’s Employee Stock Ownership Plan and its matching contributions of $9,788 under the Thrift Plan, $35,000 under the SERP and $3,740 in dividends on performance and restricted stock.

During ~~2019, both~~2022, Mr. Dwight and, beginning on August 15, 2022, Mr. ~~Neff~~Prame had written employment agreements with Horizon providing for them to receive, among other things, base salary, to participate in all other incentive compensation and benefit programs offered to executive officers of Horizon and Horizon Bank, and to receive additional post-termination compensation upon termination or a change in control. No amounts are included in the Summary Compensation Table that reflect amounts paid or accrued to Mr. Dwight or Mr. ~~Neff~~Prame pursuant to these employment agreements as a result of any termination or change in control.

For a more detailed discussion of the employment agreements, ~~both of which were amended and restated effective as of January 1, 2020,~~ see “Potential Payments Upon Termination or Change in Control” below.As discussed above, Mr. Dwight intends to retire as an employee of Horizon and Horizon Bank, effective as of July 3, 2023, which will trigger the retirement provisions of his employment agreement.

Grants of ~~Plan-Based~~Plan–Based Awards

The following table presents additional information about non-equity incentive awards and long-term equity incentive awards granted to our named executive officers during ~~2019.~~2022.


	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾																			Estimated Possible Payouts Under Non–Equity Incentive Plan Awards(1)
	Threshold ($)						Target ($)						Maximum ($)							Threshold ($)						Target ($)						Maximum ($)
Name	Short Term Goals		Long Term Goals		Total		Short Term Goals		Long Term Goals		Total		Short Term Goals		Long Term Goals		Total		Name	Short Term Goals		Long Term Goals		Total		Short Term Goals		Long Term Goals		Total		Short Term Goals		Long Term Goals		Total
Craig M. Dwight	$	34,950	$	34,950	$	69,900	$	140,000	$	140,000	$	280,000	$	195,600	$	195,600	$	391,200	Craig M. Dwight	$	47,625	$	47,625	$	95,250	$	190,500	$	190,500	$	381,000	$	254,000	$	254,000	$	508,000
Mark E. Secor		9,105		9,105		18,210		50,989		50,898		101,887		80,126		80,126		160,252	Mark E. Secor	16,850		16,850		33,700		67,400		67,400		134,800		101,100		101,100		202,200
James D. Neff		19,400		19,400		38,800		77,625		77,625		155,250		106,735		106,735		213,470
Thomas M. Prame																			Thomas M. Prame	—		—		—		—		—		—		—		—		—
Kathie A. DeRuiter		6,500		6,500		13,000		39,000		39,000		78,000		71,500		71,500		143,000	Kathie A. DeRuiter	15,600		15,600		31,200		54,600		54,600		109,200		85,800		85,800		171,600
Dennis J. Kuhn		6,438		6,438		12,876		38,500		38,500		77,000		70,813		70,813		141,626
Lynn M. Kerber																			Lynn M. Kerber	12,457		12,457		24,914		49,827		49,827		99,654		78,300		78,300		156,600

Estimated Future Payouts Under

Equity Incentive Plan Award ⁽²⁾

All Other Option Awards: Number of Securities Underlying Options
(#)⁽³⁾

Grant Date Fair Value of Stock and Options Awards ($)⁽⁴⁾


		Estimated Future Payouts Under Equity Incentive Plan Award(2)			All Other Option Awards:
Name	Grant Date	Threshold 25% Payout (#)	Target 100% Payout (#)	Maximum 150% Payout (#)	Grant Date Fair Value of Stock Options and Awards ($)(4)
Craig M. Dwight	March 15, 2022	4,194	16,774	25,161	$	335,983
	March 15, 2022		4,193		83,986
Mark E. Secor	March 15, 2022	1,682	6,729	10,094	134,782
	March 15, 2022		1,682		33,690
	August 15, 2022		10,000		203,800
Thomas M. Prame	August 15, 2022		10,000		203,800
Kathie A. DeRuiter	March 15, 2022	1,246	4,984	7,476	99,830
	March 15, 2022		1,246		24,957
Lynn M. Kerber	March 15, 2022	1,091	4,362	6,543	87,371
	March 15, 2022		1,090		21,833
	August 15, 2022		10,000		203,800

¹
(1)			The amounts represent the threshold, target and maximum annual incentive award estimated payouts for the January 1, ~~2019~~2022 – December 31, ~~2019~~2022 performance period. The actual ~~2019~~2022 payout is reported in the ~~2019~~2022 Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column.

²(2)

The amounts represent the threshold, target, and maximum share payouts under performance share awards for the January 1, ~~2019~~2022 – December 31, ~~2021~~2024 performance period. The performance share awards are designed to reward the achievement over a three-year performance period of certain performance goals, as described in the Compensation Discussion and Analysis above, under the caption “~~Long-Term~~“Long-Term Performance-Based Equity and/or Cash Incentive Program.” The target amount shown represents a 100% payout of the number of shares awarded when the target performance levels are achieved.

The amounts shown only at the Target level (without threshold or maximum levels) relate to restricted stock awards that vest on the third anniversary of the date of grant, provided that the employee continues to be employed and in ~~this column represent options awarded under the 2013 Omnibus Plan during 2019.~~

good standing.

⁴(3)

The grant date fair value of stock and option awards has been computed in accordance with FASB ASC Topic 718.

The non-equity incentive awards were made to the named executive officers under the Executive Officer Bonus Plan. The long-term equity incentive awards were made under the ~~2013~~2021 Omnibus Plan and are described in more detail in the Compensation Discussion and Analysis above. The ~~stock options~~restricted shares that have been granted in ~~2019~~2022 to executive officers are service based and ~~vest in equal annual installments over~~become earned and vested at the end of a three-year period.

The Compensation Committee has the discretion to make adjustments to the calculations when it deems it warranted due to non-core, non-recurring events and charges, such as those associated with acquisitions and acquisition-related accounting adjustments. In ~~2019,~~2022, the Compensation Committee adjusted earnings for acquisition-related ~~costs.~~costs and other one-time events.

Unless the Compensation Committee determines otherwise, the executive officers are entitled to receive all cash dividends which would have been paid with respect to the performance shares as if they had been actual shares.

Outstanding Equity Awards at Fiscal ~~Year-End for 2019~~Year–End 2022

The following table presents information on stock options, restricted stock, and performance shares held by the named executive officers on December 31, ~~2019.~~2022.

Option Awards Stock Awards
Name
Number of Securities Underlying Unexercised Options Exercisable
(#)⁽¹⁾

Number of Securities Underlying Unexercised Options Unexercisable
(#)⁽²⁾

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
(#)

Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)⁽³⁾

Market Value of Shares or Units of Stock That Have Not Vested
($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
Craig M. Dwight 10,291 - N/A 10.38 March 15, 2026 33,825 $ 642,675 N/A N/A
6,887 3,443 N/A 16.76 March 21, 2027 N/A N/A
2,876 5,753 N/A 20.11 March 20, 2028 N/A N/A
- 11,261 N/A 16.74 March 19, 2029 N/A N/A
Mark E. Secor 6,389 1,762 N/A 10.38 March 15, 2026 10,931 207,689 N/A N/A
1,873 936 N/A 16.76 March 21, 2027 N/A N/A
813 1,627 N/A 20.11 March 20, 2028 N/A N/A
- 4,593 N/A 16.74 March 19, 2029 N/A N/A
James D. Neff 4,627 - N/A 10.38 March 15, 2026 15,265 290,035 N/A N/A
2,051 1,025 N/A 16.76 March 21, 2027 N/A N/A
1,510 3,020 N/A 20.11 March 20, 2028 N/A N/A
- 6,119 N/A 16.74 March 19, 2029 N/A N/A
Kathie A. DeRuiter 4,416 - N/A 8.99 June 18, 2023 8,993 170,867 N/A N/A
3,894 - N/A 9.87 March 18, 2024 N/A N/A
5,356 - N/A 10.59 March 17, 2025 N/A N/A
10,347 - N/A 10.38 March 15, 2026 N/A N/A
1,605 802 N/A 16.76 March 21, 2027 N/A N/A
719 1,438 N/A 20.11 March 20, 2028 N/A N/A
- 3,513 N/A 16.74 March 19, 2029 N/A N/A
Dennis J. Kuhn 8,625 - N/A 4.45 May 17, 2020 8,763 166,497 N/A N/A
5,454 - N/A 8.99 June 18, 2023 N/A N/A
4,807 - N/A 9.87 March 18, 2024 N/A N/A
5,599 - N/A 10.59 March 17, 2025 N/A N/A
10,179 - N/A 10.38 March 15, 2026 N/A N/A
1,493 746 N/A 16.76 March 21, 2027 N/A N/A
719 1,438 N/A 20.11 March 20, 2028 N/A N/A
3,479 N/A 16.74 March 19, 2029 N/A N/A


	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)(1)	Number of Securities Underlying Unexercised Options Unexercisable (#)(2)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date
Craig M. Dwight	10,330	—	N/A	$	16.76	March 21, 2027
	8,629	—	N/A	20.11		March 20, 2028
	11,261	—	N/A	16.74		March 19, 2029
Mark E. Secor	2,809	—	N/A	16.76		March 21, 2027
	2,440	—	N/A	20.11		March 20, 2028
	4,593	—	N/A	16.74		March 19, 2029
Thomas M. Prame	N/A	N/A	N/A	N/A		N/A
Kathie A. DeRuiter	2,407	—	N/A	16.76		March 21, 2027
	2,157	—	N/A	20.11		March 20, 2028
	3,513	—	N/A	16.74		March 19, 2029
Lynn M. Kerber	N/A	N/A	N/A	N/A		N/A

1.
(1)			All options have a ten-year life with pro-rata vesting over a three- or five-year period from the grant date.

2.(2)

The shares represented could not be acquired by the named executive officers as of December 31, ~~2019.~~

2022.


	Stock Awards
Name	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Craig M. Dwight	12,127	$	182,875	48,508	$	731,501
Mark E. Secor	15,322	231,056		21,290	321,053
Thomas M. Prame	10,000	150,800		—	—
Kathie A. DeRuiter	4,471	67,423		17,887	269,736
Lynn M. Kerber	22,777	343,477		8,209	123,792

3.
(1)			Consists of awards of time-based restricted stock.
(2)			Consists of awards of performance shares.

Option Exercises and Stock Vested for ~~2019~~2022

The following table presents information on the exercise by named executive officers of stock options during ~~2019~~2022 and the shares of restricted stock and performance share awards held by named executive officers that vested during ~~2019. At~~2022. On December 31, ~~2019,~~2022, performance share awards were not yet determinable for the performance period ended December 31, ~~2019.~~2022. A detailed description of how performance shares are earned and vested appears above in the Compensation Discussion and Analysis.

Option Awards Stock Awards
Name
Number of Shares Acquired on Exercise
(#)

Value Realized on Exercise
($)⁽¹⁾

Number of Shares Acquired on Vesting
(#)

Value Realized on Vesting
($)

Craig M. Dwight - $ - 3,852 $ 64,482
Mark E. Secor 5,500 45,360 1,525 25,529
James D. Neff - - 1,731 28,977
Kathie A. DeRuiter - - 1,290 21,595
Dennis J. Kuhn 8,625 98,670 1,269 21,243


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Craig M. Dwight	—	$	—	15,292	$	306,299
Mark E. Secor	—	—		6,237	124,927
Thomas M. Prame	—	—		—	—
Kathie A. DeRuiter	—	—		4,770	95,543
Lynn M. Kerber	—	—		1,473	30,123

¹
(1)			Amounts reflecting value realized upon exercise of options are based on the difference between the closing price for a share on the date of exercise and the exercise price for a share. No options were exercised in 2022.

Nonqualified Deferred Compensation for ~~2019~~2022

The following table presents information on compensation deferred by and matching contributions for each of the named executive officers under either or both the Frozen SERP and 2005 SERP, which plans are discussed above in the Compensation Discussion and Analysis.

Executive Contributions in Last Fiscal Year ($)⁽¹⁾

Registrant Contributions in Last Fiscal Year ($)⁽¹⁾

Aggregate Earnings in Last Fiscal Year


Name	Executive Contributions in Last Fiscal Year ($)(1)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/Distributions ($)		Aggregate Balance at Last Fiscal Year End ($)
Craig M. Dwight	$	70,000	$	35,000	$	89,250	$	—	$	2,637,452
Mark E. Secor	75,606		35,000		(289,884)		—		1,215,720
Thomas M. Prame	—		—		—		—		—
Kathie A. DeRuiter	70,000		35,000		(169,132)		—		977,077
Lynn M. Kerber	35,000		17,500		(7,309)		—		97,538

¹
(1)			Executive contributions are included in the “Salary” column of the Summary Compensation Table and ~~Registrant Contributions~~registrant contributions are included in the “All Other Compensation” column of the Summary Compensation Table.

Potential Payments Upon Termination or Change in Control

Horizon and Horizon Bank have agreements with the named executive officers and plans in which the named executive officers participate that provide for benefits upon the resignation, severance, retirement or other termination of the named executive officers.

Employment Agreements

Mr. Dwight ~~and Mr. Neff have~~has been employed by Horizon under a written employment ~~agreements~~agreement since ~~2006 and 2011, respectively.~~2006. On December 31, 2019, Horizon and Horizon Bank entered into an amended and restated employment ~~agreements~~agreement with ~~both~~ Mr. Dwight, ~~and Mr. Neff, with each agreement becoming~~ effective on January 1, 2020, ~~(the “~~which was in effect until December 31, 2022, and, in connection with his appointment as President, on August 2, 2022, Horizon and Horizon Bank entered into an Employment ~~Agreements~~”Agreement with Mr. Prame, effective as of August 15, 2022 (collectively, the “Employment Agreements”). On September 20, 2022, Mr. Dwight entered into a second amended and restated employment agreement, effective January 1, 2023, which is separately described following the table below since it was not in effect at any time during 2022.

~~provisions under the prior~~ employment ~~agreements in effect~~ during 2019 provided for essentially the same severance benefits as provided in the Employment Agreements presently in effect with the following differences. Under the prior employment agreement, Mr. Dwight’s entitlement to cash reimbursement equivalent to the cost of continued participation in group health and life insurance programs was unlimited but is now limited to 110% of the cost. Also, Mr. Dwight will no longer be entitled to reimbursement of the expense of job placement services.

The table below also notes circumstances in which the rights and benefits of Mr. Dwight and Mr. ~~Neff~~Prame may ~~differ.~~have differed.


Key Terms and Conditions						Description
Term						Dwight/Prame Differences • ~~Three-year~~Dwight term ~~begins~~was a three-year term beginning January 1, 2020 ~~Dwight/Neff Differences~~ ~~• Dwight term ends~~ and ending January 1, 2023 • ~~Neff~~Prame term is a rolling ~~3-year~~1-year term beginning August 15, 2022 that will be extended annually for another year unless Horizon delivers notice to ~~Neff~~Prame that it will not be extended • ~~On January 1, 2025, Neff becomes~~Notwithstanding the foregoing, Dwight’s agreement was amended and restated on September 20, 2022, as described below. Dwight will retire as an ~~employee-at-will,~~employee, effective as of July 3, 2023, which will trigger the retirement provisions of the second amended and ~~either Horizon or Neff can terminate the relationship for any reason, or no reason, and without notice~~restated employment agreement
Salary & Benefits						•Entitled to a base salary to be reviewed and potentially increased annually (but not decreased) by the Compensation Committee of the Board of Directors •Entitled to participate in all incentive compensation and benefit programs generally available to executive officers


Termination Provisions						•Horizon can terminate the executive for “Cause,” which includes any of the following actions by the executive: o ◦Intentional acts of fraud, embezzlement, dishonesty o ◦Intentional damage causing material harm to Horizon o ◦Material breach of the employment agreement or the Change in Control Agreement o ◦Gross negligence or insubordination o ◦Violation of certain banking laws resulting in the loss of right to work for a depository institution ◦Prame: willful and material violation of Horizon’s written policies or codes of conduct or laws, including related to discrimination, harassment, or illegal or unethical conduct ◦Prame: conduct that causes (or is reasonably likely to cause) negative publicity, disgrace, embarrassment or disrepute ◦Prame: a conviction for a felony or a misdemeanor involving dishonesty, breach of trust or moral turpitude •Both Dwight and ~~Neff~~Prame have the right to terminate the employment relationship for “Good Reason,” which includes, among other reasons, the following: o ◦Office move more than 30 miles from home (Prame: except if in connection with a move of Horizon’s headquarters to a new location) o ◦Reductions of 10% or more in salary or total compensation, including benefit plan rights (unless ~~institution-wide~~institution–wide reductions and proportionate to other executive officers)

~~Key Terms and~~ ~~Conditions~~	~~Description~~
	o ◦Assignment of materially different duties, reduced responsibilities, or removal from current position or title •Both Dwight and ~~Neff~~Prame are required to provide a 60-day written notice before terminating the relationship without “Good Reason” •Horizon can terminate the executive and the agreement for reasons related to the federal and state banking regulations, including situations in which the executive might be prohibited from engaging in banking under the Federal Deposit Insurance Act, or the Bank is found in default or in financial trouble under the Federal Deposit Insurance Act
Special Compensation Rights Upon Certain Terminations		•In the event Horizon terminates the executive without “Cause” or the executive resigns for “Good Reason,” the executive is entitled to the following payments: o ◦Base salary through date of termination o ◦An amount equal to the ~~then-current~~then–current annual base salary (Dwight receives this amount multiplied by two) o◦Dwight: An amount equal to cash bonuses for the prior two calendar years ~~Neff:~~ Prame:An amount equal to the average of cash bonuses for the prior two calendar ~~years~~years. However, during 2022, the bonus calculation will be two times $275,000 (pro-rated to the actual number of days worked by Prame in 2022), and during 2023, the bonus calculation will be two times the average of any 2022 bonus plus the 2023 target bonus o ◦Continued participation in group health and life insurance programs for a year (Dwight receives two years), or cash reimbursement in equivalent amount (subject to a ceiling of 110% of Horizon’s standard cost for providing the benefits) o ◦Vested and accrued incentive and benefit plan compensation and matching contributions ◦Prame: Cash reimbursement for reasonable expenses (as determined by the Board) actually incurred by Prame in searching for new employment during the one-year period following termination, up to $20,000 •In the event Horizon terminates the executive with “Cause” or the executive resigns without “Good Reason,” or the executive dies or is disabled, the executive is entitled to the following payments: o ◦Base salary through date of termination o ◦Vested and accrued incentive and benefit plan compensation and matching contributions

•All payments to the executives are subject to FDIC restrictions on golden parachutes and indemnification, as well as subject to Internal Revenue Code Section 409A requirements and the deductibility limits of Internal Revenue Code Section 280G

•Executives must sign a release of claims in favor of Horizon within 60 days following termination. The release must remain unrevoked during all revocation right periods.

If Mr. Dwight’s or Mr. ~~Neff’s~~Prame’s employment had been terminated by Horizon without cause, or by the executive with good reason as of December 31, ~~2019,~~2022, each would have been entitled to a severance amount and other benefits under his employment agreement in the following amounts: Mr. Dwight ~~$1,822,000~~$1,918,000 and Mr. ~~Neff $575,000.~~Prame $632,000.

On September 20, 2022, Horizon and Horizon Bank entered into entered into a second amended and restated employment agreement with Mr. Dwight, effective January 1, 2023 (the “Amended Employment Agreement”). The Amended Employment Agreement provides for, among other things: (i) an annual base salary of $654,050, which reflects a 3% increase from Mr. Dwight’s prior employment agreement; (ii) a target bonus equal to $392,430 (the “Target Bonus”), which reflects a 3% increase from his prior employment agreement; (iii) long-term incentive compensation awards of $420,000 under the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan, to be granted in March 2023, which awards will be split into 50% time based restricted stock and 50% restricted stock with performance based vesting; (iv) all other employee benefit plans and programs and all other incentive compensation plans and programs generally available to executive officers, including the Horizon Bancorp Employees’ Thrift Plan (a 401(k) plan) and the Horizon Bancorp 2005 Supplemental Executive Retirement Plan, as amended; and (v) if Mr. Dwight is still employed by the Company on January 1, 2024, a retention bonus of $850,000 (the “Retention Bonus”), which shall be comprised of a $425,000 cash bonus that shall vest and be paid on January 1, 2024 (or as soon as practicable thereafter) and a grant of restricted stock having a grant date value of $425,000, to be granted in March 2023 and to vest on the one year anniversary of the grant date.

The Amended Employment Agreement provides that if Horizon terminates Mr. Dwight’s employment without “Cause” (as defined in the Amended Employment Agreement), or if Mr. Dwight terminates his employment with “Good Reason” (as defined in the Amended Employment Agreement), Mr. Dwight will be entitled to the following: (i) that portion of his annual base salary earned through the date of termination; (ii) an amount equal to his remaining annual base salary through January 1, 2024 (instead of 2x his annual salary as provided in his prior employment agreement); (iii) an amount equal to the Target Bonus (instead of an amount equal to his prior two years bonuses as provided in his prior employment agreement); (iv) continued participation in group health and life insurance programs through January 1, 2024 (instead of two years as provided in his prior employment agreement), or cash reimbursement in an equivalent amount (subject to a ceiling of 110% of Horizon’s standard cost for providing the benefits); (v) the Retention Bonus will immediately vest and be payable on the first payday of 2024; and (vi) all other amounts that have vested and accrued prior to the termination under any incentive compensation or other qualified and non-qualified employee benefit plans, including any Horizon matching contributions. All options and other equity incentive awards held by Mr. Dwight at such time shall be treated in accordance with the applicable plan and award agreement(s) governing such awards. As a condition to receipt of certain of these payments and benefits from the Company, Mr. Dwight will be required to sign a release of claims in favor of Horizon.

In the event Horizon terminates Mr. Dwight’s employment for “Cause” (as defined in the Amended Employment Agreement) or Mr. Dwight terminates his employment without “Good Reason” (as defined in the Amended Employment Agreement), Mr. Dwight will only be entitled to receive the following: (i) that portion of his annual base salary earned through the date of termination; and (ii) all amounts that have vested and accrued prior to the termination under any incentive compensation or other qualified and non-qualified employee benefit plans. The Retention Bonus will automatically be forfeited. In addition, all options and other equity incentive awards held by Mr. Dwight at such time shall be treated in accordance with the applicable plan and award agreement(s) governing such awards.

There has been no change to the definition of “Cause” from Mr. Dwight’s current employment agreement, but the definition of “Good Reason” has been revised to allow Horizon to change Mr. Dwight’s titles and duties in connection with the appointment of a new Chief Executive Officer.

The Amended Employment Agreement further provides that, upon the termination of Mr. Dwight’s employment due to retirement, Mr. Dwight will be entitled to receive the same compensation and benefits payable to him for a termination without Cause or termination for Good Reason, except that (i) the cash portion of the Retention Bonus will immediately vest and be payable in accordance with its terms on the first payday of 2024, the restricted stock portion of the Retention Bonus shall continue to vest in accordance with its terms, and the requirement that Mr. Dwight be employed as of January 1, 2024 will be waived, and (ii) his participation in the group health and life insurance programs will not continue following his retirement. As a condition to receipt of certain of these payments and benefits from the Company, Mr. Dwight will be required to sign a release of claims in favor of the Company.

As previously disclosed, Mr. Dwight will continue to serve as Chief Executive Officer until June 1, 2023 and will continue to serve as Chairman of both Horizon and Horizon Bank thereafter. Mr. Dwight will retire as an employee of Horizon and Horizon Bank, effective as of July 3, 2023, which will trigger the retirement provisions of the Amended Employment Agreement.

All amounts payable to Mr. Dwight under the Amended Employment Agreement are subject to FDIC restrictions on golden parachutes and indemnification, as well as subject to Internal Revenue Code Section 409A requirements and the deductibility limits of Internal Revenue Code Section 280G.

Change in Control Agreements

~~On December 31, 2019,~~

Horizon Bank entered into new or amended Change in Control Agreements with ~~each of its named executive officers, including~~ Mr. Dwight, Mr. Secor, and ~~Mr. Neff, with~~Ms. DeRuiter, each ~~agreement~~ effective on January 1, 2020, ~~(the “~~and Ms. Kerber, effective October 1, 2020. In connection with his appointment as President, on August 2, 2022, Horizon Bank entered into a Change in Control ~~Agreements~~”Agreement with Mr. Prame, effective as of August 15, 2022 (collectively, the “Change in Control Agreements”). ~~Prior~~The Change in Control Agreement with Mr. Dwight will terminate upon his retirement as an employee of Horizon and Horizon Bank, effective as of July 3, 2023.

On December 1, 2022, Horizon Bank entered into an Amendment to Change in Control Agreement with Ms. DeRuiter (the “DeRuiter Amendment”). The DeRuiter Amendment amended Ms. DeRuiter’s existing Change in Control Agreement to modify the following two severance benefits that ~~time, all of the named executive officers were~~she is entitled to receive if she experiences a qualifying termination during the 6 months before or during the year after a change in control ~~severance~~(provided all other conditions are met): (i) an amount equal to the average of her total cash bonuses in the 2 years preceding termination multiplied by 2 (which has been increased from a multiple of 1) and (ii) continued participation in group health and life insurance benefits ~~under either~~for a period of 24 months (which has been increased from 12 months). All other material terms and conditions of Ms. DeRuiter’s existing ~~employment agreements~~Change in Control Agreement as in effect immediately prior to the DeRuiter Amendment remain in effect without change.

On December 1, 2022, Horizon Bank entered into an Amendment to Change in Control Agreement with Ms. Kerber (the “Kerber Amendment”). The Kerber Amendment amended Ms. Kerber’s existing Change in Control Agreement to (i) modify the base salary multiple, if she experiences a qualifying termination during the 6 months before or ~~existing~~during the year after a change in control ~~agreements.~~(provided all other conditions are met), to a lump sum amount equal to two times her then-current base salary (which has been increased from a multiple of 1) and (ii) provide that Ms. Kerber must be and remain in compliance with restrictive covenants relating to non–solicitation of certain of the Bank’s customers and employees for a duration of 2 years (which has been increased from 1 year). All other material terms and conditions of Ms. Kerber’s existing Change in Control Agreement as in effect immediately prior to the Kerber Amendment remain in effect without change.

The table below includes a brief description of the key operative provisions of the Change in Control Agreements relating to potential payments upon termination of employment. The table below also notes circumstances in which the rights and benefits of each of the respective named executive officers who have entered into Change in Control Agreements with Horizon Bank may differ.

Key Terms and

Conditions

~~Description~~

Description

Application to Executives

Term

•Begins January 1, 2020

•Terminates immediately upon executive’s termination for any reason before a change in control

•Upon a change in control, the term is fixed at 1 year

•Same for all, except Kerber term begins October 1, 2020 and Prame term begins August 15, 2022

Effect of a Change in Control

•If a change in control occurs, and if executive experiences a “Qualifying Termination” during the 6 months before or the year after a change in control, then executive is entitled to certain severance benefits (provided all other conditions are met)

•Same general right for all (see Severance Benefits below for specific severance benefit differences)

Two Types of “Qualifying Termination”

•Bank terminates executive for any reason except for “cause”; Cause generally means breach and wrongdoing by executive, in which case executive does not receive severance benefits

•Executive resigns for “good reason”; Good reason generally means that the executive’s quality of work life and/or compensation has been impaired by required relocations or reductions in position, responsibility, benefits, ~~and~~or salary

•Same for all

~~Key Terms and~~

~~Conditions~~

~~Description~~

~~Application to Executives~~

Additional Conditions to Receipt of the Severance Benefits

•Executive must sign and deliver a release

•Executive must be and remain in compliance with restrictive covenants relating to non-disclosure of confidential information, return of property, non-solicitation of certain of Bank’s customers and employees, and non-competition with Bank in certain areas

•Same general condition for all (variations exist among executives with respect to duration of restrictive covenants based on executive’s position and responsibilities)

Double Trigger Change in Control Severance Benefits (Change in control is first trigger; Qualifying Termination is second trigger)

•Normal payroll. Base salary earned through the date of termination

• ~~Same for all~~

•Base salary multiple.A lump sum amount equal to the executive’s then-current base salary multiplied by the executive’s individual multiple

•~~Multiples~~

~~o Dwight 2.99~~

~~o Neff 2.99~~

~~o Secor 2.00~~

~~o DeRuiter 2.00~~

~~o Kuhn 2.00~~

•Cash bonus multiple. An amount equal to the average of executive’s total cash bonuses in the 2 years preceding termination multiplied by the executive’s individual multiple

•~~Multiples~~

~~o Dwight 2.99~~

~~o Neff 2.00~~

~~o Secor 2.00~~

~~o DeRuiter 1.00~~

~~o Kuhn 1.00~~

•Continued participation in group health and life insurance benefits. Subject to certain conditions, continued coverage for the executive’s individual benefit continuation term

•~~Benefit continuation term~~

~~o Dwight 35 months~~

~~o Neff 24 months~~

~~o Secor 24 months~~

~~o DeRuiter 12 months~~

~~o Kuhn 12 months~~

•Vested incentive and benefit plan compensation. All amounts vested or accrued prior to termination under incentive compensation plans in accordance with their terms

• ~~Same for all~~

•Partial year bonus.An amount equal to the partial year bonus executive would have earned under an existing bonus plan in the year of a change in control, based on then-current financial results

•Same for all

•Multiples

◦Dwight 2.99

◦Secor 2.00

◦Prame 2.00

◦DeRuiter 2.00

◦Kerber 2.00

•Multiples

◦Dwight 2.99

◦Secor 2.00

◦Prame 2.00

◦DeRuiter 2.00

◦Kerber 1.00

•Benefit continuation term

◦Dwight 35 months

◦Secor 24 months

◦Prame 24 months

◦DeRuiter 24 months

◦Kuhn 12 months

•Same for all

Successors and Assigns

•Bank will require any successor to assume the Change in Control Agreement

•Same for all

If Horizon had terminated the named executive officer’s employment without Cause or if the named executive officer had terminated his or her employment without Good Reason immediately after a change in control, then as of December 31, ~~2019,~~2022, the named executive officers would have been paid the amounts set forth in the table below (applied as if the Change in Control Agreements were then in effect). These amounts exclude stock options and other equity plan awards that vest upon a change in control (and, in the case of stock options and time-based restricted stock, upon retirement, disability or death), which are discussed below in “Other Benefits Upon Termination or Change in Control.”

Named Executive Officer Salary, Bonus and Other Severance Benefits Life Insurance and Salary Continuation Proceeds
Craig M. Dwight $ 2,722,000 $ 800,000
James D. Neff $ 1,534,000 $ 800,000
Mark E. Secor $ 843,000 $ 791,000
Kathie A. DeRuiter $ 634,000 $ 760,000
Dennis J. Kuhn $ 606,000 $ 758,000


Named Executive Officer	Salary, Bonus and Other Severance Benefits		Life Insurance
Craig M. Dwight	$	2,894,000	$	500,000
Mark E. Secor	913,000		500,000
Thomas M. Prame	1,348,000		500,000
Kathie A. DeRuiter	915,000		500,000
Lynn M. Kerber	717,000		500,000

If any of the named executive officers qualifies as a “key employee” under Internal Revenue Code Section 409A at the time of their separation from service, Horizon may not make certain payments of nonqualified deferred compensation to them earlier than six months following the date of their separation from service (or, if earlier, the date of their death). Each of the named executive officers currently is considered to be a “key employee.”

Other Benefits Upon Termination or Change in Control

A primary reason behind Horizon’s proposed 2021 Omnibus Equity Incentive Plan is to alter the effect of a change in control on future equity incentive awards, in order to adopt double trigger vesting and/or acceleration of awards as the applicable circumstances occur.

In the event of a Change in Control of Horizon (as defined in the 2021 Omnibus Plan), the surviving or successor company may continue to employ participants and may continue or assume the participant’s awards under the 2021 Omnibus Plan in their original or modified form or may replace some or all of such awards with substitute awards. In any such case, the change in control itself will not accelerate the vesting of any awards. However, if within two years after the change in control, the participant experiences an involuntary termination other than for cause, then (i) outstanding stock options and SARs that are not yet fully exercisable shall immediately become exercisable and remain exercisable in accordance with their terms, and (ii) all other unvested awards, whether service or performance-based, shall immediately become fully vested and non-forfeitable, with performance goals deemed to have been satisfied at the target levels.

The definition of “Change in Control” in the 2021 Omnibus Plan is materially the same as the definition in the 2013 Omnibus Plan and includes:

i.Merger or Consolidation. Any merger, consolidation or similar transaction which involves Horizon or the Bank and in which persons who are the stockholders of Horizon or the Bank immediately prior to the transaction own, immediately after the transaction, shares of the surviving or combined entity which possess voting rights equal to or less than 50% of the voting rights of all stockholders of such entity, determined on a fully-diluted basis;

ii.Asset Sale or Lease. Any sale, lease, exchange, transfer or other disposition of all or substantially all of the consolidated assets of Horizon or the Bank;

iii.Stock Sale and Tender Offers. Any tender, exchange, sale or other disposition (other than disposition of the stock of Horizon or the Bank in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchase (other than purchases by a Horizon or Bank-sponsored employee benefit plan, or purchases by members of the Board of Directors of Horizon or the Bank) of shares of stock which represent more than 25% of the voting power of Horizon or the Bank; or

iv.Reconstitution of Board. During any period of two consecutive years, individuals who at the date of the adoption of the 2021 Omnibus Plan constitute the Board, cease for any reason to constitute at least a majority thereof, unless the election of each director at the beginning of the period has been approved by directors representing at least a majority of the directors then in office.

Notwithstanding the foregoing, a Change in Control will not be deemed to have occurred (i) as a result of the issuance of stock by Horizon in a public offering; or (ii) due to stock ownership by any employee benefit plan sponsored by Horizon.

Existing awards remain subject to the provisions of the two plans currently in effect, as described in this section.

In the event of a Change in Control of Horizon, the recipient of stock options, shares of restricted stock, and performance share awards granted to executive officers under the 2003 Omnibus Plan or the 2013 Omnibus Plan (collectively, “~~Omnibus Plans~~”“Omnibus Plans”) that are then outstanding and that either are not then exercisable or are subject to any restrictions will become immediately exercisable, and all restrictions will be removed, as of the first date that the change in control has been deemed to have occurred. Any performance criteria will be deemed to have been satisfied at the target level specified in the award. In addition, stock options and any time-based restricted stock granted to executive officers will be vested and fully exercisable as of the date of death, disability, or retirement of the executive officer.

The Omnibus Plans provide that a “change in control” will be deemed to have occurred if any of the following conditions or events occurs: (i) any merger, consolidation or similar transaction which involves Horizon and in which persons who are the shareholders of Horizon immediately prior to the transaction own, immediately after the transaction, shares of the surviving or combined entity which possess voting rights equal to or less than 50% of the voting rights of all shareholders of such entity, determined on a fully diluted basis; (ii) any sale, lease, exchange, transfer or other disposition of all or any substantial part of the consolidated assets of Horizon; (iii) any tender, exchange, sale or other disposition (other than disposition of the stock of Horizon or Horizon Bank in connection with bankruptcy, insolvency, foreclosure, receivership or other similar transactions) or purchase (other than purchases by Horizon or any Horizon sponsored employee benefit plan, or purchases by members of the Board of Directors of Horizon or any subsidiary) of shares which represent more than 25% of the voting power of Horizon or Horizon Bank; or (iv) during any period of two consecutive years, individuals who at the dates of the adoption of

Under the Omnibus Plans, constitute the Board cease for any reason to constitute at least a majority of the Board, unless the election of each director at the beginning of the period has been approved by directors representing at least a majority of the directors then in office.

The Omnibus Plans provide, however, that a change in control will not be deemed to have occurred (i) as a result of the issuance of stock by Horizon in connection with any public offering of its stock; (ii) with respect to any transaction unless such transaction has been approved or shares have been tendered by a majority of the shareholders who are not persons subject to liability under Section 16(b) of the Securities Exchange Act of 1934; or (iii) due to stock ownership by the Horizon Bancorp Employees’ Stock Ownership Plan Trust, which forms a part of the Horizon Bancorp Employees’ Stock Ownership Plan, the Horizon Bancorp Employee’s Thrift Plan Trust Agreement, which forms a part of the Horizon Bancorp Employee’s Thrift Plan, or any other employee benefit plan.

Ifif a change in control had occurred as of December 31, ~~2019,~~2022, the stock options, restricted stock and performance share awards granted to executive officers that were not previously vested would have become fully vested as of that date. The Omnibus Plans are discussed in more detail above in the Compensation Discussion and Analysis.

The outstanding stock options and performance share awards for the executive officers are discussed in more detail in the discussion of Outstanding Equity Awards at Fiscal Year-End for ~~2019. The Omnibus Plans are discussed in more detail above in the Compensation Discussion and Analysis.~~2022.

~~Compensation of Directors~~

COMPENSATION OF DIRECTORS

The following table presents information about our compensation of members of the Board of Directors. Information on the compensation received by Mr. Dwight, who is a named executive officer, is included in the Summary Compensation Table above. Mr. Dwight does not receive any additional compensation for service on the Board of Directors.

Director Compensation for ~~2019~~2022


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)		Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)		Total ($)
Susan D. Aaron	$	40,004	$	24,996		N/A		N/A	$	-	$	-	$	65,000	Susan D. Aaron	$	50,009	$	29,991	$	80,000
Eric P. Blackhurst		35,004		24,996		N/A		N/A		-		-		60,000	Eric P. Blackhurst	55,009		29,991		85,000
Lawrence E. Burnell		39,004		24,996		N/A		N/A		-		-		64,000	Lawrence E. Burnell	45,009		29,991		75,000
James B. Dworkin		37,004		24,996		N/A		N/A		-		-		62,000	James B. Dworkin	50,009		29,991		80,000
Daniel F. Hopp		45,004		24,996		N/A		N/A		-		-		70,000
Daniel F. Hopp(1)															Daniel F. Hopp(1)	55,009		29,991		85,000
Michele M. Magnuson		35,004		24,996		N/A		N/A		-		-		60,000	Michele M. Magnuson	57,509		29,991		87,500
Larry N. Middleton		25,000		-		N/A		N/A		-		-		25,000
Peter L. Pairitz		37,004		24,996		N/A		N/A		-		-		62,000	Peter L. Pairitz	57,509		29,991		87,500
Steven W. Reed		43,004		24,996		N/A		N/A		-		-		68,000	Steven W. Reed	55,009		29,991		85,000
Julie S. Freigang															Julie S. Freigang	50,009		29,991		80,000
Spero W. Valavanis		37,004		24,996		N/A		N/A		-		-		62,000	Spero W. Valavanis	50,009		29,991		80,000


(1)			Daniel F. Hopp retired from the Board, effective as of December 31, 2022, in accordance with the mandatory retirement age contained in Horizon’s Bylaws at that time. On December 20, 2022, the Board appointed Vanessa P. Williams to serve on the Board, effective as of January 1, 2023, to fill the vacancy resulting from Mr. Hopp’s retirement.

Horizon paid each of its non-employee directors a cash retainer of ~~$35,000~~$45,000 and a retainer in common shares equal in value to ~~$25,000~~$30,000 for their services in ~~2019.~~2022. Active employees of Horizon ~~and/~~or Horizon Bank receive no separate compensation for their services as directors, including Mr. ~~Neff~~Prame who serves on the Board of Directors of Horizon Bank. The Chair of the Compensation Committee receives an additional ~~$5,000,~~$7,500, the Chair of the Corporate Governance and Nominating Committee receives an additional ~~$2,000,~~$5,000, the Chair of the Enterprise Risk Management and Credit Policy Committee receives an additional ~~$4,000,~~$7,500, the Chair of the Audit Committee receives an additional ~~$8,000~~$10,000 and the Chairs of the Asset Liability Committee and Trust Committee receive an additional ~~$2,000.~~$5,000. The Lead Director receives an additional fee of $10,000. In 2022, the members of the President Search Committee received an additional $5,000 each.

Directors do not receive additional compensation for attending meetings of committees of the Board or for special assignments or meetings.

Ownership Guidelines are discussed above in the “Stock Ownership Guidelines” section under “Corporate Governance.” All of the members of the Horizon Board of Directors also serve as directors of Horizon Bank, which is an Indiana state bank. All of the directors satisfy the Ownership Guidelines.

Horizon sponsors a Directors’ Deferred Compensation Plan, which allows non-employee directors of Horizon and Horizon Bank to elect to defer the receipt of fees for their services. Earnings on fees deferred under the plan are based on the five-year Treasury rate plus 200 basis points but not to exceed 120% of the Applicable Federal Long-Term Rate for monthly compounding. The deferred fees may be invested in Horizon common shares. Distributions of deferred fees are made to participants or their beneficiaries in a lump sum or annual installments, or in Horizon common shares, upon death or disability of the participants or as designated by participants. Participants have no rights to amounts deferred other than rights as general creditors of Horizon.

~~Report of the Audit Committee~~


By email:			Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.

By Mail:			Computershare Horizon Bancorp, Inc. Legal Proxy P.O. Box 43001 Providence, RI 02940-3001

Named Executive Officer & Category	Short-Term Metric Weighting			Long-Term Metric Weighting
Chief Executive Officer (Mr. Dwight)
Financial Outcome of Horizon (Net Income & Efficiency)		70	%
Positioning Horizon for Future Success					70	%
Enterprise Risk Management		30	%		30	%
Executive Vice President and Chief Financial Officer (Mr. Secor)
Financial Outcome of Horizon (Net Income & Efficiency)		60	%
Positioning Horizon for Future Success					20	%
Enterprise Risk Management		40	%		60	%
Project Management					20	%
President (Mr. Neff)
Financial Outcome of Horizon (Net Income, Efficiency, Asset Quality, Business Unit Income, Enterprise Risk Management, & Positioning Horizon for Long Term Success)		40	%
Financial Outcomes for Areas of Direct Responsibility		45	%
Positioning Horizon for Future Success					30	%
Enterprise Risk Management		15	%		70	%
Executive Vice President and Senior Bank Operations Officer (Ms. DeRuiter)
Financial Outcome of Horizon (Net Income & Efficiency)		50	%
Positioning Horizon for Future Success					20	%
Enterprise Risk Management		30	%		60	%
Project Management		20	%		20	%
Executive Vice President and Chief Commercial Banking Officer (Mr. Kuhn)
Financial Outcome of Horizon (Net Income, Efficiency, Business Unit Income & Asset Quality)		45	%
Financial Outcomes for Areas of Direct Responsibility		40	%
Positioning Horizon for Future Success					30	%
Enterprise Risk Management		15	%		70	%

Name and Principal Position	Year	Salary ($)⁽¹⁾	Bonus ($)⁽²⁾	Stock Awards ($)⁽³⁾	Option Awards ($)⁽³⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	All Other Compensation		Total ($)
Craig M. Dwight	2019	558,900	N/A	200,000	50,000	363,285	66,071	⁽⁶⁾	1,238,256
Chief Executive Officer	2018	540,000	N/A	200,000	50,000	310,500	62,995	⁽⁶⁾	1,163,495
	2017	525,000	N/A	199,989	50,000	270,375	58,475		1,103,839

Mark E. Secor	2019	291,366	N/A	81,582	20,396	123,831	56,240	⁽⁷⁾	573,415
Chief Financial Officer	2018	282,880	N/A	56,576	14,144	106,080	55,495	⁽⁷⁾	515,175
	2017	272,000	N/A	54,403	13,598	102,000	46,966		488,967

James. D. Neff	2019	388,125	N/A	108,675	27,169	184,359	58,913	⁽⁸⁾	767,241
President	2018	375,000	N/A	105,000	26,250	159,375	56,530	⁽⁸⁾	722,155
	2017	297,771	N/A	59,557	14,890	166,221	54,331		592,770

Kathie A. DeRuiter	2019	260,000	N/A	62,400	15,600	104,000	50,454	⁽⁹⁾	492,454
Executive Vice President	2018	250,000	N/A	50,000	12,500	93,750	44,905	⁽⁹⁾	451,155
	2017	233,000	N/A	46,610	11,652	99,025	43,028		433,315

Dennis J. Kuhn	2019	257,500	N/A	61,800	15,450	83,688	53,258	⁽¹⁰⁾	471,696
Executive Vice President	2018	250,000	N/A	50,000	12,500	68,750	48,432	⁽¹⁰⁾	429,682
	2017	223,807	3,602	43,367	10,839	44,761	31,818		358,194

		Estimated Future Payouts Under Equity Incentive Plan Award ⁽²⁾
Name	Grant Date	Threshold 50% Payout (#)	Target 100% Payout (#)	Maximum 125% Payout (#)	All Other Option Awards: Number of Securities Underlying Options (#)⁽³⁾	Exercise or Base Price of Option Awards ($/sh)		Grant Date Fair Value of Stock and Options Awards ($)⁽⁴⁾

Craig M. Dwight	March 19, 2019	5,974	11,947	14,934				$	200,000
	March 19, 2019				11,261	$	16.74		50,000
Mark E. Secor	March 19, 2019	2,437	4,873	6,091					81,582
	March 19, 2019				4,593		16.74		20,396
James D. Neff	March 19, 2019	3,246	6,491	8,114					108,675
	March 19, 2019				6,119		16.74		27,169
Kathie A. DeRuiter	March 19, 2019	1,864	3,727	4,659					62,400
	March 19, 2019				3,513		16.74		15,600
Dennis J. Kuhn	March 19, 2019	1,846	3,691	4,614					46,610
	March 19, 2019				3,479		16.74		11,652


Limitations on Payments						•All payments to the executives are subject to FDIC restrictions on golden parachutes and indemnification, as well as subject to Internal Revenue Code Section 409A requirements and the deductibility limits of Internal Revenue Code Section 280G
Conditions to Payments						•Executives must sign a release of claims in favor of Horizon within 60 days following termination. The release must remain unrevoked during all revocation right periods.

Named Executive Officer	Salary, Bonus and Other Severance Benefits			Life Insurance and Salary Continuation Proceeds
Craig M. Dwight		$	2,722,000		$	800,000
James D. Neff		$	1,534,000		$	800,000
Mark E. Secor		$	843,000		$	791,000
Kathie A. DeRuiter		$	634,000		$	760,000
Dennis J. Kuhn		$	606,000		$	758,000

Name	Shares Beneficially Owned⁽¹⁾		Percentage
Directors:
Susan D. Aaron	55,954	⁽²⁾	*
Eric P. Blackhurst	12,415	⁽³⁾	*
Lawrence E. Burnell	33,992	⁽⁴⁾	*
Craig M. Dwight	436,461	⁽⁵⁾	*
James B. Dworkin	38,187	⁽⁶⁾	*
Daniel F. Hopp	68,389	⁽⁷⁾	*
Michele M. Magnuson	45,319	⁽⁸⁾	*
Peter L. Pairitz	208,155	⁽⁹⁾	*
Steven W. Reed	21,823	⁽¹⁰⁾	*
Spero W. Valavanis	69,165	⁽¹¹⁾	*

Named Executive Officers:
Kathie A. DeRuiter	94,020	⁽¹²⁾	*
Dennis J. Kuhn	55,106	⁽¹³⁾	*
James D. Neff	334,869	⁽¹⁴⁾	*
Mark E. Secor	54,901	⁽¹⁵⁾	*
All Directors and Executive Officers as a Group (15 Persons):	1,539,637	⁽¹⁶⁾	3.4	%


Name	Shares Beneficially Owned(1)		Percentage
Directors:

Susan D. Aaron	53,410	(2)	*
Eric P. Blackhurst	16,206	(3)	*
Lawrence E. Burnell	36,599	(4)	*
Craig M. Dwight	486,444	(5)	1.12%
James B. Dworkin	45,375	(6)	*
Julie Scheck Freigang	6,460	(7)	*
Michele M. Magnuson	36,461	(8)	*
Peter L. Pairitz	221,682	(9)	*
Steven W. Reed	26,790	(10)	*
Spero W. Valavanis	75,797	(11)	*
Vanessa P. Williams	1,608	(12)

Named Executive Officers:

Kathie A. DeRuiter	89,457	(13)	*
Lynn M. Kerber	26,565	(14)	*
Thomas M. Prame	17,050	(15)	*
Mark E. Secor	76,900	(16)	*

All Directors and Executive Officers as a Group (17 Persons):	1,310,044	(17)	3.01%

*Beneficial ownership is less than one percent.

	1.
(1)			The information shown regarding shares beneficially owned is based upon information furnished to Horizon by the individuals listed. The nature of beneficial ownership, unless otherwise noted, represents sole voting or investment power. Stock options that vested on or before March ~~1, 2020,~~3, 2023, or that will become exercisable within 60 days after that date are included in the number of shares beneficially owned.

(11)			~~11.~~			All of the shares are owned directly by Mr. Valavanis.
(12)			All of the shares are owned directly by Ms. Williams.

	~~12.~~
(13)			Consists of ~~30,726~~7,615 shares ~~held by the ESOP~~owned directly by Ms. ~~DeRuiter; 21,173~~DeRuiter, 25,277 shares held by the Thrift Plan, ~~26,337~~8,077 vested stock options, ~~and 14,907 shares held in the 2005 SERP.~~

	~~14.~~	~~Consists of 253,954 shares owned directly by Mr. Neff, 45,064~~14,908 shares held in the 2005 SERP ~~11,158~~and 33,580 shares held in Ms. DeRuiter’s individual retirement account as to which Ms. DeRuiter has dispositive and voting power.
(14)			Consists of 23,689 shares owned directly by ~~the ESOP, 16,505~~Ms. Kerber, 1,244 shares held by the Thrift Plan, and ~~8,188 vested stock options.~~1,244 shares held in the 2005 SERP.

(15)			~~15.~~			Consists of ~~2,464~~16,750 shares owned directly by Mr. Prame and 300 shares held in Mr. Prame’s individual retirement account as to which Mr. Prame has dispositive and voting power.
(16)			Consists of 19,493 shares owned directly by Mr. Secor, ~~8,478 shares held by the ESOP, 15,445~~18,568 shares held by the Thrift Plan, 9,842 vested stock options, 19,439 shares held in the 2005 SERP, and ~~9,075 vested stock options.~~9,558 shares held in Mr. Secor’s individual retirement account as to which Mr. Secor has dispositive and voting power.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Common Shares
BlackRock, Inc.¹ 55 East 52^nd Street New York, NY 10055	2,683,384	6.0%
William Nathan Salin Family Irrevocable Trust #1² 10587 Coppergate Drive Carmel, IN 46032	3,251,420	7.2%

¹
(1)			Ownership based on the Schedule 13G filed on ~~February 7, 2020.~~January 24, 2023.

²(2)			Ownership based solely on the Schedule 13G filed on February 10, 2023.
(3)			Ownership based solely on the Schedule 13G/A filed on February ~~14, 2020.~~9, 2023.

Index	December 31 2014		December 31 2015		December 31 2016		December 31 2017		December 31 2018		December 31 2019
Horizon Bancorp, Inc.		100.00		106.96		160.67		159.53		135.83		163.54
Indiana Banks ⁽¹⁾		100.00		111.81		156.16		186.91		190.71		201.38
Michigan Banks ⁽¹⁾		100.00		110.52		130.62		140.61		157.23		179.68

⁽¹⁾ excludes merger targets
Source: S&P Global Market Intelligence


•The Compensation Committee may unilaterally amend, modify, or cancel the plans at any time at their sole discretion.

•Named executive officer bonuses will only be paid if Horizon achieves a minimum net income level that is more than sufficient to cover fixed costs and dividends at the holding company. This minimum net income level supports the concept that the shareholders are paid first and ahead of executive officer bonuses.

•Executive officers will only be paid bonuses if they are in good standing with Horizon and not under a performance warning, suspension, or individual regulatory sanction.

•The Committee or its designee is to review and approve all executive officer bonuses prior to payment.

•Bonuses are subject to receipt of an unqualified opinion by Horizon’s independent accountants on its most current year-end financial statements.

•Incentive compensation may be “clawed back” pursuant to a Horizon Bank policy as discussed above under the heading “Clawbacks: Recovery of Incentive Compensation under the Dodd-Frank Act.”


The ~~Audit Committee of the~~ Board of Directors unanimously recommends that shareholders vote “FOR” the ratification of the appointment of ~~BKD,~~FORVIS, LLP as Horizon’s independent ~~auditors~~registered public accounting firm for ~~2020.~~ 2023. (Item 3 on the Proxy Card).

•
By Telephone:

~~By Telephone:~~

Shareholders located in the United States, United States territories and Canada can vote by telephone by calling ~~1-800-652-VOTE~~toll free 1–800–652–VOTE (8683) and following the instructions in the Notice;

•
By Internet:

~~By Internet:~~

You can vote over the Internet at www.investorvote.com/hbnc by following the instructions in the Notice; or

•
By Mail:

~~By Mail:~~

You can vote by signing, dating, and mailing the proxy card sent to you by mail if you have requested printed proxy materials.