CEO Thomas M. Prame received total compensation of $1,965,115 for 2025, which is reasonable for a CEO at a community bank holding company with approximately $810 million in market cap, and his pay mix is appropriately weighted toward variable compensation — base salary of $685,000 represents roughly 35% of total pay with the remainder in performance-based cash incentives and equity awards. The annual bonus plan uses a mix of financial metrics (net income, efficiency ratio, loan growth, asset quality) and strategic metrics over measurable periods, and the long-term equity program uses a three-year performance period benchmarked against peer TSR and return on average assets, both of which are meaningful performance conditions. Shareholders overwhelmingly supported compensation at the 2025 annual meeting with 95.05% in favor, the board has a functioning clawback policy adopted in October 2023, and HBNC's 3-year TSR of +57.6% outperforms the community bank benchmark QABA (First Trust NASDAQ ABA Community Bank Index) by +24.2pp, confirming that above-target incentive payouts are consistent with shareholders' actual experience.

The filing does not provide a specific fee breakdown table with dollar amounts for audit versus non-audit fees in the extractable text, so the non-audit fee ratio trigger cannot be evaluated — per policy, the tenure trigger requires confirmed data and cannot be assumed; absent confirmed disqualifying data, the default vote is FOR. Forvis Mazars is a large national firm appropriate for a company of HBNC's approximately $810 million market cap, and no material restatement issues are disclosed.