CEO Thomas M. Prame received total compensation of approximately $1.97 million in 2025, which is within a reasonable range for the CEO of an $810 million community bank in the Midwest, and the prior say-on-pay vote received 95% shareholder support — well above the 70% threshold that would require a response. The pay program is structured with meaningful performance-based components: the annual bonus is tied to specific financial metrics (net income, efficiency ratio, loan growth, asset quality) and the long-term equity awards include performance shares that vest only based on relative total shareholder return and return on average assets versus peers over a three-year period, alongside time-based restricted stock. HBNC also maintains a formal clawback policy adopted in October 2023 in compliance with Dodd-Frank requirements, and the company's 3-year TSR of +57.6% meaningfully outpaces the QABA community bank benchmark, indicating that incentive pay was earned in an environment of strong shareholder returns.

The proxy filing does not disclose Forvis Mazars' tenure as auditor or a fee breakdown table with sufficient detail to extract audit versus non-audit fees; under the voting policy, when tenure cannot be confirmed the tenure trigger does not fire, and without confirmed fee data the non-audit fee ratio trigger cannot be applied — both default to FOR. No material restatements were identified in the filing, and Forvis Mazars is a large national firm appropriate for a company of HBNC's size (~$810M market cap). The absence of tenure disclosure is noted as a minor negative factor but is not sufficient to override the default FOR vote.