Business Context and Reporting Period
Company: Horizon Bancorp, Inc. (HBNC)
Filing Type: Form 8-K (Current Report)
Date of Report: December 17, 2024
Reporting Period: Event date December 17, 2024; Plan effective date January 1, 2025.
This filing reports the adoption of a new Nonqualified Deferred Compensation Plan by the Board of Directors. The plan replaces the 2005 Supplemental Executive Retirement Plan (SERP) for new participants while maintaining the existing SERP for current participants.
Key Financial Metrics
This Form 8-K does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing focuses exclusively on corporate governance and employee compensation arrangements.
Material Changes
- Plan Adoption: The Board adopted the Horizon Bancorp Nonqualified Deferred Compensation Plan, effective January 1, 2025.
- SERP Restructuring: The new plan amends and restates the 2005 SERP. New participants will no longer be accepted into the SERP.
- Investment Options: Horizon common shares are no longer an investment alternative under either the new Deferred Compensation Plan or the existing SERP.
- Eligibility: The plan is limited to certain management members and highly compensated employees of Horizon and its affiliates.
Guidance, Outlook, and Risks
Management Commentary: The plan is designed to provide supplemental retirement benefits to recompense employees for benefits reduced under tax-qualified plans due to Internal Revenue Code limits and to permit additional compensation deferral.
Plan Mechanics:
- Participants may defer up to 90% of base salary and 90% of performance-based bonuses.
- The Compensation Committee may elect to match deferred amounts.
- Distributions occur upon separation from service, death, disability, or unforeseeable emergency. Change in control is not a qualifying distribution event.
Risks and Uncertainties: The filing includes standard forward-looking statement disclaimers. Identified risks include:
- Interest rate volatility and changes in spreads.
- Elevated inflation and macroeconomic conditions.
- Loss of key personnel.
- Cybersecurity threats and data security breaches.
- Regulatory changes and litigation risks.
- Global conflicts and supply chain disruptions.
Investor Verification Checklist
- Review Exhibit 10.1 for the complete text of the Horizon Bancorp Nonqualified Deferred Compensation Plan.
- Verify the impact of removing common stock as an investment option on executive compensation alignment.
- Monitor future filings for details on the Compensation Committee's matching election decisions.
- Check subsequent 10-Q or 10-K filings for the financial impact of the new plan on compensation expenses.