Item 5.02 Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of President
On August 2, 2022, Horizon Bancorp, Inc. (the “Company”) announced the appointment of Mr. Thomas M. Prame as President of the Company and its wholly owned subsidiary, Horizon Bank (the “Bank”), to be effective as of August 15, 2022.
Prior to joining the Company, Mr. Prame, 52, held a variety of executive officer positions of increasing responsibility at First Midwest Bancorp, since joining First Midwest Bancorp in 2012, and most recently served as the Executive Vice President and CEO of Community Banking. Prior to joining First Midwest Bancorp, he held senior level retail bank positions with RBS Citizens Bank, Colonial Bank, CitiMortgage and Fifth Third Bank. Mr. Prame received his MBA in finance from the University of Notre Dame and his bachelor’s degree in economics from the University of Rochester.
Mr. Prame does not have a family relationship with any of the current officers or directors of the Company. There are no related party transactions with regard to Mr. Prame reportable under Item 404(a) of Regulation S-K.
On August 2, 2022, the Company issued a press release announcing the appointment of Mr. Prame as President of the Company and the Bank. A copy of the press release is attached hereto as Exhibit 99.1.
Employment Agreement
In connection with his appointment as President, on August 2, 2022, the Company and the Bank entered into an Employment Agreement (the “Employment Agreement”) with Mr. Prame, to be effective as of August 15, 2022. The Employment Agreement has an initial one-year term, beginning on August 15, 2022, and automatically renews for additional one-year terms on each annual anniversary. The Company may elect not to renew the Employment Agreement at any anniversary date by giving Mr. Prame at least 60 days’ advance written notice thereof.
The Employment Agreement provides for, among other things, (i) an annual base salary of $550,000, to be reviewed and potentially increased annually (but not decreased) by the compensation committee of the Board of Directors (the “Compensation Committee”), (ii) up to $30,000 in customary relocation expenses, as well as a lump sum of $50,000 to assist with any interim expenses in transitioning to his new position and relocating, and (iii) an equity grant of 10,000 common shares of the Company, subject to standard time based vesting requirements.
Mr. Prame will also be eligible to participate in all incentive compensation and employee benefit plans and programs generally available to executive officers. Accordingly, Mr. Prame will be eligible to participate in the Horizon Bancorp Employees’ Thrift Plan (a 401(k) plan), and the Horizon Bancorp 2005 Supplemental Executive Retirement Plan, as amended, and he will be eligible for long-term incentive compensation awards under the Horizon Bancorp, Inc. 2021 Omnibus Equity Incentive Plan. Mr. Prame will also be eligible to participate in the Company’s executive officer target bonus plan, subject to annual approval by the Compensation Committee, beginning with the calendar year ending December 31, 2023.
Under the terms of the Employment Agreement, Mr. Prame will also be appointed to serve as a member of the Board of Director of the Bank while he serves as the President of the Bank.
The Employment Agreement provides that if the Company terminates Mr. Prame’s employment without “Cause” (as defined in the Employment Agreement), or if Mr. Prame terminates his employment with “Good Reason” (as defined in the Employment Agreement), Mr. Prame will be entitled to: (i) all base salary earned through the termination, (ii) an amount equal to the then-current annual base salary plus a single sum payment equal to the average of his cash bonuses for the prior two calendar years; provided, however, that in 2022, the bonus payment shall be $550,000 (pro-rated to the actual number of days worked by Mr. Prame in 2022), and in 2023, the bonus
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