DEF 14A of First Financial Corp /In/, Mar 17, 2025

DEF 14A of First Financial Corp /In/

Filed Mar 17, 2025 · FY20240000714562-25-000013

Open on EDGAR

  1. Proposal No. 1 – Election of Five Directors (pages 9 to 10)

    Proposal No. 1 – Election of Five Directors (pages 9 to 10) To elect five directors for a term expiring in 2028 or until each of their successors are duly elected and qualified.

  2. Proposal No. 1 – Election of Five Directors (pages 9 to 10)

    | NOMINEE | AGE | START YEAR | BACKGROUND | INDEPENDENT | | W. Curtis Brighton | 71 | 2004 | Mr. Brighton joined the Board in 2004. He serves as Chairman of the Directors’ Enterprise Risk Management Committees of the Corporation and the Bank. In addition, Mr. Brighton serves as a member of several Corporation and Bank committees. For the Corporation, he serves on the Audit, Enterprise Risk Management, Executive, Loan Policy and Procedures, and Loan Review Committees. For the Bank, he serves on the Enterprise Risk Management, Executive, Executive Loan, Loan, and Loan Policy and Procedures Committees. On December 31, 2023, Mr. Brighton retired as president of Templeton Coal Company, Inc., a privately held company with interests in manufacturing, distribution, real estate and mineral leasing. He currently serves as non-executive chairman of the Templeton Coal Company board of directors. Prior to this, he held the positions of president and general counsel for Hulman & Company, a privately held company with interests in broadcasting, motorsports entertainment, real estate and food manufacturing. He formerly was a private practice attorney for 12 years. Mr. Brighton formerly served as president and a member of the board of directors of Lynch Coal Operators Reciprocal Corporation, which was voluntarily dissolved in July 2020. Mr. Brighton has extensive experience serving as a director of not-for-profit and charitable organizations. Mr. Brighton earned a B.S. degree in Business Administration from Indiana State University and a Doctor of Jurisprudence degree from Drake University. | Yes | | Michael A. Carty | 74 | 2020 | Mr. Carty joined the Board in 2020 and serves on the Corporation’s Audit Committee as well as the Bank’s Investment, Loan, and Trust and Asset Management Committees. A licensed CPA for over 30 years, Mr. Carty has vast experience and knowledge involving fiscal responsibility, auditing, accounting and banking, and has been determined by the Board to qualify as an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission. Mr. Carty served on the Board of Directors of Centier Bank from 2012–2016, where he served on their audit, investment, loan and compensation committees. Mr. Carty also served as the Corporation’s Senior Vice President, Secretary and Chief Financial Officer from 1976 until his retirement in 2010. Mr. Carty served on the Vermillion County, Indiana, Council from 2008 to 2020. Mr. Carty earned his B.S. degree in Accounting from Indiana State University. | Yes | | William R. Krieble | 77 | 2009 | Mr. Krieble joined the Board in 2009 and serves on the Bank’s Compensation and Employee Benefits, Cybersecurity, Directors’ Enterprise Risk Management, Enterprise Risk Management, Loan and Community Reinvestment Act Committees. Mr. Krieble also serves on the Corporation’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, Enterprise Risk Management, and Cybersecurity Committees. Mr. Krieble retired after 41 years of service to the State of Indiana where he most recently served as the program director for the Division of Disability and Rehabilitative Services of the State of Indiana. He received his B.S. and M.S. degrees from Indiana State University. | Yes |

  3. Proposal No. 1 – Election of Five Directors (pages 9 to 10)

    | Tina J. Maher | 77 | 2019 | Ms. Maher joined the Board in 2019 and serves on the Corporation’s Audit Committee and the Bank’s Audit and Loan Committees. Ms. Maher previously served with the Vigo County School Corporation and is now a Principal in Maher Farms. Since 1985 she has maintained the financial records for Maher Law Office and Maher Farms. Ms. Maher received her B.S. and M.S. degrees from Indiana University. Ms. Maher has served on numerous not-for-profit boards and held several positions including chairperson, secretary and treasurer. | Yes | | Ronald K. Rich | 87 | 2005 | Mr. Rich joined the Board in 2005 and serves as the Chairman of the Corporation’s Governance and Nominating Committee as well as the Corporation’s lead independent director. He is a member of the Corporation’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management Committees. Mr. Rich also is a member of the Bank’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management and Loan Committees. Mr. Rich formerly served as a financial representative for Northwestern Mutual Financial Network. He holds Chartered Life Underwriter and Chartered Financial Consultant designations from The American College of Financial Services. | Yes |

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Code of By-Laws currently provides that the Board of Directors may consist of not less than 5 nor more than 20 members. Currently, there are 16 members serving on our Board of Directors. Five directors are to be elected at the Annual Meeting. W. Curtis Brighton, Michael A. Carty, William R. Krieble, Tina J. Maher, and Ronald K. Rich have each been nominated for a term of 3 years or until their respective successors have been elected and qualified. They are members of the present Board. If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the discretionary authority provided in the proxy may be exercised to vote for a substitute or substitutes. Each of the nominees has consented to being named as a nominee in this proxy statement and is expected to serve if elected. The Board has no reason to believe that any substitute nominee or nominees will be required.

  5. Name, Age, Principal Occupation(s) and Business Experience

    Name, Age, Principal Occupation(s) and Business Experience Nominated for a term expiring in 2027: W. Curtis Brighton, Age 71 Mr. Brighton joined the Board in 2004. He serves as Chairman of the Directors’ Enterprise Risk Management Committees of the Corporation and the Bank. In addition, Mr. Brighton serves as a member of several Corporation and Bank committees. For the Corporation, he serves on the Audit, Enterprise Risk Management, Executive, Loan Policy and Procedures, and Loan Review Committees. For the Bank, he serves on the Enterprise Risk Management, Executive, Executive Loan, Loan, and Loan Policy and Procedures Committees. On December 31, 2023, Mr. Brighton retired as president of Templeton Coal Company, Inc., a privately held company with interests in manufacturing, distribution, real estate and mineral leasing. He currently serves as non-executive chairman of the Templeton Coal Company board of directors. Prior to this, he held the positions of president and general counsel for Hulman & Company, a privately held company with interests in broadcasting, motorsports entertainment, real estate and food manufacturing. He formerly was a private practice attorney for 12 years. Mr. Brighton formerly served as president and a member of the board of directors of Lynch Coal Operators Reciprocal Corporation, which was voluntarily dissolved in July 2020. Mr. Brighton has extensive experience serving as a director of not-for-profit and charitable organizations. Mr. Brighton earned a B.S. degree in Business Administration from Indiana State University and a Doctor of Jurisprudence degree from Drake University. Mr. Brighton’s history as a private practice attorney provides the Board with an enhanced legal and regulatory perspective. As a businessman providing leadership to companies with varied commercial interests, Mr. Brighton provides insight into the industries and markets in which we and our clients do business. Michael A. Carty, Age 74 Mr. Carty joined the Board in 2020 and serves on the Corporation’s Audit Committee as well as the Bank’s Investment, Loan, and Trust and Asset Management Committees. A licensed CPA for over 30 years, Mr. Carty has vast experience and knowledge involving fiscal responsibility, auditing, accounting and banking, and has been determined by the Board to qualify as an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission (“SEC”). Mr. Carty served on the Board of Directors of Centier Bank from 2012–2016, where he served on their audit, investment, loan and compensation committees. Mr. Carty also served as the Corporation’s Senior Vice President, Secretary and Chief Financial Officer from 1976 until his retirement in 2010. Mr. Carty served on the Vermillion County, Indiana, Council from 2008 to 2020. Mr. Carty earned his B.S. degree in Accounting from Indiana State University. Mr. Carty’s career in accounting, banking, fiscal oversight, and auditing provides the Board with expertise in those areas and his qualifications as a CPA, and as a former CFO of the Corporation, give Mr. Carty firsthand and detailed knowledge of the Bank’s customers, operations, and markets. William R. Krieble, Age 77 Mr. Krieble joined the Board in 2009 and serves on the Bank’s Compensation and Employee Benefits, Cybersecurity, Directors’ Enterprise Risk Management, Enterprise Risk Management, Loan and Community Reinvestment Act Committees. Mr. Krieble also serves on the Corporation’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, Enterprise Risk Management, and Cybersecurity Committees. Mr. Krieble retired after 41 years of service to the State of Indiana where he most recently served as the program director for the Division of Disability and Rehabilitative Services of the State of Indiana. He received his B.S. and M.S. degrees from Indiana State University. Mr. Krieble’s years of long service to the State of Indiana provide the Board with valuable political and governmental perspectives. He has extensive history of work with charitable and human service organizations addressing human service issues including the disabled and disadvantaged. Tina J. Maher, Age 77 Ms. Maher joined the Board in 2019 and serves on the Corporation’s Audit Committee and the Bank’s Audit and Loan Committees. Ms. Maher previously served with the Vigo County School Corporation and is now a Principal in Maher Farms. Since 1985 she has maintained the financial records for Maher Law Office and Maher Farms. Ms. Maher received her B.S. and M.S. degrees from Indiana University. Ms. Maher has served on numerous not-for-profit boards and held several positions including chairperson, secretary and treasurer. Due to our extensive farm lending program, Ms. Maher provides the Board with valuable insight regarding issues facing farmers and the agricultural industry. Also, as a female business owner, Ms. Maher provides important perspectives on women-owned businesses. She also has extensive civic and charitable service. Ronald K. Rich, Age 87 Mr. Rich joined the Board in 2005 and serves as the Chairman of the Corporation’s Governance and Nominating Committee as well as the Corporation’s lead independent director. He is a member of the Corporation’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management Committees. Mr. Rich also is a member of the Bank’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management and Loan Committees. Mr. Rich formerly served as a financial representative for Northwestern Mutual Financial Network. He holds Chartered Life Underwriter and Chartered Financial Consultant designations from The American College of Financial Services. Mr. Rich’s long service in the financial and insurance industries brings specific knowledge of matters affecting the Corporation’s insurance matters. He has served as the Corporation’s lead independent director since 2005. Mr. Rich also possesses valuable insight regarding our markets and our various client bases.

  6. 1ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS

    1ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS Directors whose term expires in 2026: Mark J. Blade, Age 71 Mr. Blade joined the Board in 2020 and serves on the Corporation’s Audit Committee and the Bank’s Audit, Community Reinvestment Act and Loan Committees. Mr. Blade served as an Indiana State Senator for the district covering the Terre Haute, Indiana area from 1997 to 2002 where he focused on economic and rural development, public education and senior citizen issues. Mr. Blade retired from Milestone Contractors, L.P. after 19 years of service as a Business Development Representative, focusing on both public and private redevelopment projects in the greater Indianapolis area and throughout Indiana. Mr. Blade has a history of public and civic involvement, serving as a Trustee for Indiana State University as well as President of the Vigo County Council. He was a member of Rotary International for 30 years (serving as District Governor from 2015 to 2016) and serves as a Pastor of Saints’ Home Church of God in Christ, in Terre Haute, Indiana. Mr. Blade earned his B.S. degree from Indiana State University. As a former state senator, Mr. Blade provides the Board with a specialized view toward government and business development. Mr. Blade also brings knowledge and experience concerning issues in the Bank’s geographic footprint, serving as Pastor to the Saints’ Home Church of God in Christ of Terre Haute and having served as the district governor of Rotary International. Gregory L. Gibson, Age 62 Mr. Gibson joined the Board in 1994 and serves on the Corporation’s Governance and Nominating, and Loan Review Committees as well as the Bank’s Investment, Loan Administration and Loan Review, Trust and Asset Management and Loan Committees. Mr. Gibson is the president of ReTec Corporation, a waste management consulting business and is involved in several other business ventures. Mr. Gibson also serves on the Board of Trustees of Rose-Hulman Institute of Technology. Mr. Gibson has served on the Indiana Judicial Nominating Commission, the Ports of Indiana Commission, the Indiana Utility Regulatory Nominating Commission, as well as the board of directors of St. Mary of the Woods College, the Wabash Valley Community Foundation, and the Methodist Health Foundation Inc. in Indianapolis. He is involved in several charitable organizations, including Hospice of the Wabash Valley, Visiting Nurse Association, and the Wabash Valley Sports Center. Mr. Gibson currently serves as Chairman of the Board of the Visiting Nurses Association, Hospice of the Wabash Valley, and the Terre Haute Convention and Visitors Bureau. He holds a B.S. degree from Rose-Hulman Institute of Technology. As a businessman and entrepreneur involved in a variety of business ventures, Mr. Gibson provides the Board with invaluable insight into industries and markets in which we and our clients do business. As a developer, Mr. Gibson provides counsel on market expansion. His service on various commissions, not-for-profits and boards also provides valuable political and governance perspectives. Norman D. Lowery, Age 57 Mr. Norman D. Lowery joined the Board in 2020, and became President and Chief Executive Officer of the Corporation and the Bank effective January 1, 2024. Prior to his appointment as President and Chief Executive Officer, he had served as the Chief Operating Officer of the Corporation and the Bank since 2010. He joined the Corporation in 1990 and has held a management position in Private Banking, as well as having been a Trust Investment Officer. Mr. Lowery serves as the Chairman of the Corporation’s Strategic Planning Committee and serves on the Corporation’s Acquisition, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, and Reserve Analysis Committees and Employee Benefits Sub-Committee. He also serves as the Chairman of the Bank’s Executive, Executive Loan, and Strategic Planning Committees and on the Bank’s Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan, Reserve Analysis, and Technology Committees. Mr. Lowery received a B.A. degree from Indiana University and a Master of Business Administration degree from Indiana Wesleyan University. Mr. Lowery formerly held several professional accreditations, including, a Financial Industry Regulatory Authority Series 7 license; Uniform Securities Agent Series 63 license; and a Uniform Investment Adviser Series 65 license. He is also an accredited Fiduciary Investment Manager. Mr. Lowery is a graduate of the Cannon Financial Institute Trust Investment School and Private Banking School. Mr. Lowery also graduated from the ABA Stonier Graduate School of Banking. Mr. Lowery serves as a member of the Terre Haute Chamber of Commerce’s Board of Directors. Mr. Norman D. Lowery maintains in-depth knowledge and experience concerning the Bank’s operations, customers, and markets. His professional background and leadership role in various operational aspects, such as acquisitions and pandemic response, provide the Board with expertise and detailed internal knowledge regarding issues facing the Corporation and the Bank.

  7. Paul J. Pierson, Age 74

    Paul J. Pierson, Age 74 Mr. Pierson joined the Board in 2019 and serves on the Corporation’s Governance and Nominating, Directors’ Enterprise Risk Management, and Enterprise Risk Management Committees, as well as the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, Loan, and Trust and Asset Management Committees. Mr. Pierson retired after 25 years as a Circuit Judge in Sullivan County, Indiana. He previously served as a Senior Judge for the State of Indiana. Mr. Pierson also served as a Judge Advocate General Officer, retiring after 20 years of service in the United States Army and Indiana Guard, Reserve. Mr. Pierson earned his B.S. degree from Indiana State University, engaged in graduate studies at Butler University, and earned his Doctor of Jurisprudence degree from California Western School of Law. Mr. Pierson’s history as a private practice attorney and judge provides the Board with an enhanced legal and regulatory perspective. Given our proximity to Fort Campbell and other military facilities, his long history of military service provides our Board with a perspective on issues important to active-duty military and veterans. As a resident of Vanderburgh County, Indiana, Mr. Pierson provides insight concerning one of the Corporation’s growth markets. Richard J. Shagley, Age 78 Mr. Shagley joined the Board in 2020 and serves on the Corporation’s Directors’ Enterprise Risk Management and Enterprise Risk Management Committees and the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, and Loan Committees, as well as the Bank’s Trust and Asset Management Committee. Admitted to the Indiana Bar in 1971, Mr. Shagley’s experience includes pension plans, ERISA funds, trust funds and real estate. Mr. Shagley is also admitted to practice before the United States Supreme Court. Mr. Shagley has a legacy of public service, serving on the Board of Trustees for Indiana State University and other civic organizations. Mr. Shagley earned his B.S. degree from Indiana State University and his Doctor of Jurisprudence degree from Indiana University. Mr. Shagley’s history of leadership on various civic boards and foundations brings the Board a valuable resource for identifying and meeting organizational issues. His specific experience with pension plans, trusts, construction and real estate issues provide insight into the business matters of our clients and our markets. Directors whose term expires in 2027: Thomas T. Dinkel, Age 74 Mr. Dinkel joined the Board in 1989 and is the Chairman of the Corporation’s Audit Committee and serves on the Cybersecurity and Loan Review Committees. He also serves on the Bank’s Community Reinvestment Act and Loan Committees. Mr. Dinkel is currently Chairman of the Board and former president and chief executive officer of Sycamore Engineering, Inc., Dinkel Associates Inc., Sycamore Building Corporation and Dinkel Telekom, Inc. and held various positions at Sycamore Engineering, Inc. since 1966. He is a licensed professional engineer in Indiana, Illinois and Florida concentrating in mechanical and electrical systems. Mr. Dinkel serves on the Board of Trustees of Rose-Hulman Institute of Technology and serves as its Treasurer and is chairman of its business administration (finance) and facilities committees. Additionally, he serves on the investment management (endowment), executive board of affairs and student affairs committees of the board of Rose-Hulman Institute of Technology. He earned his B.S. degree from Rose-Hulman Institute of Technology. As a business owner and entrepreneur, Mr. Dinkel provides an understanding of small business which makes up much of our lending base. His vast experience as a contractor and engineer also provides us with key insights concerning our facilities and facility maintenance. Susan M. Jensen, Age 51 Ms. Jensen joined the Board in 2021. She serves on the Corporation’s Cybersecurity Committee, and the Bank’s Community Reinvestment Act, Cybersecurity, and Loan Committees. She has a long history working for community organizations. Ms. Jensen began her career as a General Assignments Reporter for WTHI in Terre Haute in October 1995 and is now the WTHI-TV and MyFOX10 Station Manager/Indiana HUB Regional News Director and 5 p.m. anchor. She serves on the Executive Committee for the Board of Governors for the Ohio Valley Chapter of the National Academy of Television Arts and Sciences. Her work has been recognized by the Associated Press, Society of Professional Journalists, Indiana Broadcasters Association, and the Indiana State Teachers Association. She received her B.A. in Communication from DePauw University. Ms. Jensen’s experience in broadcast journalism and work with community organizations provides the Board with an enhanced perspective on community and public relations, as well as insight on environmental, social and governance matters. Norman L. Lowery, Age 78 Mr. Norman L. Lowery joined the Board in 1989 and has served as Chairman of the Board since November 2020 and prior to that as Vice Chairman of the Board from 1996 through 2020. Mr. Lowery served as our Chief Executive Officer and President from 2004 and 2013, respectively, through December 31, 2023. He serves as the Chairman for the Corporation’s Executive Committee and serves on the Enterprise Risk Management Committee. Mr. Lowery also serves on the Bank’s Cybersecurity, Executive, Executive Loan, and Loan Committees. Prior to January 1, 2024, Mr. Lowery also was the Chairman, President and Chief Executive Officer of the Bank, serving since 1996. Prior to joining the Corporation, Mr. Lowery was a partner in the law firm of Wright, Shagley & Lowery, P.C., where he practiced for 19 years. He also served on Indiana State University’s Board of Trustees and Foundation Board. Mr. Lowery serves on the board of the Terre Haute Area Economic Development Corporation. He is the father of Norman D. Lowery, the President and Chief Executive Officer of the Corporation and the Bank. He received a B.S. degree from Indiana State University and a Doctor of Jurisprudence degree from Indiana University. Having served as President and Chief Executive Officer, Mr. Lowery is intimately familiar with our business, our customers and our employees and he provides the Board with valuable leadership, particularly through his keen insight into the industry and the markets we serve. His legal background also provides a critical element with respect to governance and regulatory issues affecting the Corporation and the Bank. Mr. Lowery also provides valuable counsel to the Board with respect to our strategic initiatives. James O. McDonald, Age 78 Mr. McDonald joined the Board in 2020 and serves on the Corporation’s Governance and Nominating Committee and on the Bank’s Cybersecurity and Loan Committees. An active attorney for over 50 years, Mr. McDonald is an accomplished advocate on behalf of both public and private organizations, including past representation of the Vigo County School Corporation and the Terre Haute Housing Authority. He is listed as one of the Best Lawyers of America and is a member of the College of Fellows of the Indiana Trial Lawyers Association and has served as President of the Indiana Trial Lawyers Association. He served twice as a member of the Indiana Supreme Court’s Judicial Nominating Commission, was President of the Terre Haute Bar Association and was named Lawyer of the Year by the Indiana Trial Lawyers Association and has also received its Lifetime Achievement Award. Mr. McDonald received his B.S. degree from Indiana State University and Doctor of Jurisprudence degree from Indiana University School of Law - Indianapolis.

  8. Paul J. Pierson, Age 74

    Mr. McDonald’s experience as a trial attorney brings the Board a unique legal and practical perspective on issues that face the Corporation and the Bank. His history of legal practice with both public and private organizations offers the Board insight into the Bank’s relationship with the community, customers and government. Thomas C. Martin, Age 74 Mr. Martin joined the Board in 2019 and serves on the Corporation’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, and Enterprise Risk Management Committees as well as the Bank’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, Enterprise Risk Management and Loan Committees. Mr. Martin has been involved in automotive management and has been a dealership owner since 1975. Mr. Martin currently operates numerous dealerships throughout central Indiana. Mr. Martin also owns a home interior design and furniture store since 2012. He received his B.A. degree from the University of Indianapolis. He has served and held positions on numerous professional associations and civic boards and is a board member and past Chairman of the Board of Trustees of the University of Indianapolis, serving since 1972. Mr. Martin also served as a board member of another financial institution for 12 years. Mr. Martin lives in Bloomington, Indiana, which is the location of one of our newest loan production offices. Mr. Martin has extensive knowledge and experience in the automotive industry, which includes floor plan and indirect lending. As a businessman and entrepreneur involved in a variety of business ventures, Mr. Martin provides the Board with valuable insight into industries and markets in which we and our clients do business. His past service on the board of a financial institution provides additional perspectives concerning issues addressed by our Board. William J. Voges, Age 70 Mr. Voges joined the Board in 2008 and is the Chairman of the Corporation’s Compensation and Employee Benefits Committee and serves on the Governance and Nominating Committee as well as on the Loan Committee. Mr. Voges serves on the Stetson University Board of Trustees. He serves as chairman of the board and trustee of the Root Company, a private investment company, since 2016. Prior to this, Mr. Voges served as chief executive officer and chairman of the Root Company since 1996 and as general counsel since 1990. Prior to joining the Root Company, he was a partner in the law firm of Fink, Loucks, Sweet & Voges for nine years. Mr. Voges also served on the board for Consolidated-Tomoka Land Co., a publicly traded diversified real-estate operating company (NYSE MKT: CTO), from 2001 to 2012, where he served as chairman from 2009 to 2011 and on the audit, executive and corporate governance committees. He also has prior experience on the boards of several financial institutions. Mr. Voges received a B.S. degree in Business Administration from Stetson University and Doctor of Jurisprudence degree from Stetson University College of Law. Mr. Voges’s past service on the boards of financial institutions provides additional perspectives on the issues facing our Board. His legal background, coupled with his leadership, audit and executive compensation experience, provides significant value on legal, governance and regulatory matters. Mr. Voges also complements the Board with his keen strategic insight.

  9. 1Compensation of Directors

    1Compensation of Directors The goal of our director compensation package is to attract and retain qualified candidates to serve on the Board. In setting compensation, the Board considers compensation levels of directors of other financial institutions of similar size. Each director of the Corporation is also a director of First Financial Bank, N.A. (the “Bank”), the subsidiary bank of the Corporation. The non-employee directors receive director fees from both the Corporation and the Bank. During 2024, non-employee directors received a $40,000 retainer from the Corporation and a $5,000 retainer from the Bank. During 2024, each non-employee director of the Corporation and the Bank received a fee of $750 for each board meeting attended for the Corporation or the Bank. Non-employee directors also receive a fee for each meeting attended of the Audit Committee of $1,000, the Compensation and Employee Benefits Committee of $1,000, the Governance and Nominating Committee of $1,000 and the Loan Committee of the Bank of $500. No non-employee director served as a director of any other subsidiary of the Corporation. Employee directors receive no compensation for their service on the boards or board committees of the Corporation and the Bank. The table below summarizes the compensation paid by the Corporation to each non-employee director for service during the fiscal year ended December 31, 2024.

  10. 1Director Compensation

    1Director Compensation

  11. 1Director Compensation

    | Name | Fees Earned or Paid in Cash | Total | | Mark J. Blade | $80,000 | $80,000 | | W. Curtis Brighton | 80,000 | 80,000 | | Michael A. Carty | 80,000 | 80,000 | | Thomas T. Dinkel | 86,000 | 86,000 | | Gregory L. Gibson | 78,000 | 78,000 | | William R. Krieble | 81,000 | 81,000 | | Susan M. Jensen | 76,000 | 76,000 | | Tina J. Maher | 80,000 | 80,000 | | Thomas C. Martin | 81,000 | 81,000 | | James O. McDonald | 76,000 | 76,000 | | Paul J. Pierson | 78,000 | 78,000 | | Ronald K. Rich | 89,000 | 89,000 | | Richard J. Shagley | 74,000 | 74,000 | | William J. Voges | 89,000 | 89,000 |

  12. 1Director Compensation

    ___________ First Financial Corporation Directors’ Deferred Compensation Plan. Prior to 2011, directors of the Corporation and the Bank were permitted to participate in a directors’ deferred compensation plan. Under the plan, a director could elect to defer up to $6,000 of his or her director’s fees each year over a five-year period. The amount of deferred fees was used to purchase an insurance product, of which the Corporation is the beneficiary, that funds benefit payments. An amount equal to the face amount of the policy, in addition to an amount equal to the tax savings the Corporation will receive by obtaining the proceeds from the policy on a tax-free basis, will be paid to the director or his or her beneficiary. Payment will be made to the director or his or her beneficiary in 120 monthly installments beginning on the first day of the month after the earlier of the director’s 65th birthday or death. Each year from the initial date of deferral until payments begin, the Corporation accrues a non-cash expense, which will equal, in the aggregate, the amount of the payments to be made to the director over the ten-year period. For 2024, the allocated cost of the deferred directors’ fees was $55,633. This plan was closed to new participants in 2011. During 2024, no directors deferred amounts under this plan and those directors who have attained age 65 received payments attributable to previously deferred amounts under the plan in the following amounts: Mr. Brighton – $59,642, Mr. Dinkel – $54,000, and Mr. Voges – $21,818.

  13. Strong Compensation Pay Policies & Practices

    | | WHAT WE DO | WHAT WE DO NOT DO | | • | Significant emphasis on performance-based, “at-risk” compensationx | No non-performance-based incentive awards | | • | Incentive award metrics that are objective and tied to key company performance metricsx | No hedging or pledging transactions by executive officers or directors | | • | Equity awards granted based on performance and which vest over three years to promote retentionx | No excise tax gross-ups in our employment agreements | | • | Incentive plans with threshold performance and associated payout levels, below which no incentive awards are paid. Threshold payouts for both the STIP and LTIP are 80% of target.x | No automatic renewal (“evergreen”) provisions in our employment agreements | | • | Incentive plans with capped maximum payouts (125% of target for the STIP for the CEO, 120% of target for the STIP for other NEOs and 150% of target for the LTIP for the CEO, 125% of target for the LTIP for the other NEOs)x | No “single trigger” change in control severance | | • | Compensation recoupment “clawback” policy | | | • | Share ownership guidelines (for executives and directors) | | | • | Maintain target total cash compensation and target total direct compensation for our NEOs which, in aggregate, is aligned with market-competitive levels | |

  14. 2024 Compensation Actions

    | ● | Base Salaries. In light of the Company’s leadership transitions and the Compensation Committee’s commitment to setting market-competitive pay levels, base salary adjustments for 2024 incorporated changes in roles and responsibilities, market-driven adjustments, and merit-based increases. |

  15. 2024 Compensation Actions

    | ● | Short-Term Incentive Compensation. Under our 2011 Short-Term Incentive Plan (“STIP” or “2011 STIP”), we used two Corporation-wide performance measures—net income and efficiency ratio—to assess the performance of our CEO. For our other NEOs, Bank-level net income and efficiency ratio, controllable Bank departmental and additional Bank measures were used. |

  16. 2024 Compensation Actions

    | ● | Long-Term Incentive Compensation. We make awards to our CEO and other NEOs under our performance-based Amended and Restated 2011 Omnibus Equity Incentive Plan (“LTIP” or “2011 EIP”) in February of each year based on how we have performed against certain performance measures over the prior three-year period. For the awards made in February 2025, we used four measures—return on assets, return on equity, tangible book value and earnings per share. We granted awards in February 2025 based on performance through 2024. |

  17. Compensation Philosophy

    | Principle | Goal | How It Is Accomplished | | Pay for Performance | Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals. | Establish corporate, bank, departmental, and individual goals consistent with our strategic plan and budget that provide the basis for the short- and long-term metrics used to measure our success and the value that we create for shareholders. | | Competitiveness | Pay at levels that will attract, motivate, and retain highly qualified, talented executives who are focused on the long-term best interests of our shareholders. | Reward our executives for Corporation, Bank and individual performance. Align compensation and variable incentives with measurable, objective, business results and appropriate risk management. | | Shareholder Alignment | Reinforce a culture of accountability and long-term commitment to shareholder value creation. | NEOs are required to be shareholders and own a minimum level of Corporation stock throughout their employment. LTIP awards are based entirely on performance and vest over a three-year period. |

  18. Total Direct Compensation and Its Components

    | Total Direct Compensation | | | Component | Role | | Base Salary | Fixed cash compensation based on competitive pay levels, the executive’s performance, level of responsibility, experience and tenure to facilitate the acquisition and retention of talented, experienced management. | | Short-Term Incentive (“STIP”) | Annual variable compensation, payable in cash, based on the achievement of pre-determined objective, Corporation or Bank performance goals to reward execution and performance which support and drive shareholder value. | | Long-Term Incentive (“LTIP”) | Equity compensation awarded in February of each year based on the achievement of pre-established, long-term, objective, performance goals over a three-year period to align the executive’s compensation with the prudent management of the Corporation’s assets and earnings growth objectives. |

  19. Role of the Compensation and Employee Benefits Committee

    Role of the Compensation and Employee Benefits Committee The Compensation Committee is responsible for determining our executive compensation philosophy and the establishment, implementation and monitoring of our executive compensation program. The Committee is composed entirely of independent Directors as determined under the rules of the NASDAQ Global Select Market. Each year, the Compensation Committee reviews our executive compensation program to assure that the program and the compensation for each NEO are consistent with our compensation philosophy and, specifically, that a substantial portion of our NEOs’ compensation is paid only if pre-established, objective performance goals are met or exceeded. In exercising its duties, the Committee considers all elements of our executive compensation program, as well as individual performance, Corporation and Bank performance and market compensation considerations. The Compensation Committee determines the appropriate allocation of each NEO’s potential compensation among base salary, short-term incentive compensation, long-term incentive compensation and other components. Based on our strategic plan and budget, the Committee sets the appropriate goals and measures under the STIP and LTIP and communicates those goals and measures to covered NEOs in February. Each year, the Compensation Committee also reviews our performance compared to short-term and long-term objectives, reviews our executive officer pay practices, evaluates risks associated with our executive compensation program and approves all awards under our short-term and long-term incentive plans. The Committee reports its decisions to the Board.

  20. Selecting Performance Measures and Establishing Performance Goals

    Selecting Performance Measures and Establishing Performance Goals In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s Board-approved annual strategic plan and budget. The Committee then selects performance measures determined to be important to the Corporation’s, the Bank’s or a department’s successful execution of the strategic plan and performance to meet or beat the budget for the coming year. The Committee then establishes the performance goal for each performance measure based on the anticipated business levels and initiatives underlying the strategic plan and budget. The performance goals are intended to be stretch goals which are achievable through sustained execution of the strategic plan and without subjecting the Corporation to undue risk. The Committee assigns weights to each of the performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures. Our current STIP performance measures focus on net income and efficiency, and our LTIP performance measures focus on earnings per share, return on average assets, return on average equity and tangible book value. We believe these measures, which are within management’s control, most closely align management with the interest of shareholders. These fundamental measures have the greatest long-term controllable influence on share price.

  21. The Role of the Compensation Peer Group

    The Role of the Compensation Peer Group In setting 2024 compensation levels for the NEOs, the Compensation Committee used the peer group of regional banks listed in the table below. This peer group was determined by the Committee, and with input from management, based on an in-depth review by its independent compensation consultant, Pearl Meyer:

  22. The Role of the Compensation Peer Group

    | Compensation Peer Group | | | 1st Source Corporation | Great Southern Bancorp Inc. | | City Holding Co. | Horizon Bancorp | | CNB Financial Corp. | Independent Bank Corporation | | Community Trust Bancorp, Inc. | Lakeland Financial Corp. | | First Busey Corporation | Macatawa Bank Corporation | | First Mid Bancshares, Inc. | MidWest One Financial Group, Inc. | | German American Bancorp Inc. | Peoples Bancorp, Inc. |

  23. The Role of the Compensation Peer Group

    The Compensation Committee, Pearl Meyer and management believe these companies represent a good cross-section of similarly sized financial institutions which, like us, operate significant branch networks outside of metropolitan areas. In its review, Pearl Meyer also found the design of the Corporation’s executive compensation program to be generally consistent with market best practices and the design of the peers. Pearl Meyer noted that the total direct compensation of our NEOs approximates market median levels. The market median levels developed by Pearl Meyer reflected data from the peer group, as well as published compensation data. The Compensation Committee reviews market data in establishing compensation levels, but it does not tie its determinations to a particular benchmark.

  24. Elements of Compensation

    Elements of Compensation Base Salary. Base salary is a fixed component of total cash compensation. The Compensation Committee attempts to set base salaries for a particular executive position at a level that recognizes the executive’s contributions and importance to the organization and will facilitate the attraction and retention of a skilled management team. The starting point for determining any adjustments to a NEO’s base salary is the increase in the Corporation’s annual salary pool approved by the full Board. Individual base salary increases for all employees, including the NEOs, are awarded as allocations from that salary pool. In establishing the amount of the pool, the Compensation Committee and the Board consider general economic conditions (such as inflation and recessionary factors), the performance of the Corporation and the Bank and other sources of information. The Compensation Committee adjusts the base salary of a NEO after reviewing his or her performance over the past fiscal year. The Committee’s review focuses on the NEO’s attainment of pre-determined, objective performance goals, supervisory skills, dependability, initiative, skill level and overall contribution to the Corporation. The Committee considers all of these factors as a whole, without giving a pre-established weighting to any particular factor and determines any adjustment to the NEO’s base salary. In addition, the Compensation Committee considers the base salaries of our NEOs relative to benchmarking data and recommendations provided by its independent compensation consultant, Pearl Meyer. In light of the Company’s leadership transitions and the Compensation Committee’s commitment to setting market-competitive pay levels, base salary adjustments for 2024 incorporated changes in roles and responsibilities, market-driven adjustments, and merit-based increases. Norman L. Lowery transitioned from CEO to Executive Chairman, resulting in a 22.11% decrease in base salary. To recognize Norman D. Lowery’s promotion to President and Chief Executive Officer, the Compensation Committee approved a 72.65% base salary increase to align with market benchmarks for his role. Messrs. McHargue and Franklin received salary increases of 6.81% and 4.00%, respectively, consistent with the overall salary increase budget for all employees, as well as market alignment where necessary. These adjustments, approved by the Compensation Committee, are shown in the table below.

  25. Elements of Compensation

    Short-Term Incentive Compensation. The Compensation Committee makes annual incentive awards to the NEOs and other management employees pursuant to the STIP. Each year, the Committee establishes and approves the target award levels for each NEO, performance goals for various Corporation, Bank or departmental performance measures, and the relative weight accorded to each performance goal. Target Award Levels. The target award amounts for 2024 are set forth in the following table. The target award amounts for Norman L. Lowery and Norman D. Lowery, as a percentage of base salary, were adjusted from 2023 to approximate the benchmarked market median for their new roles. None of the other target award opportunities have changed.

  26. Elements of Compensation

    *Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $364,800, which comprises his base salary of $360,000 and subsidiary board fees of $4,800. Performance Goals, Measures, and Scorecard Results. The STIP uses a “scorecard” approach. Here is how it works:

  27. Elements of Compensation

    | ● | The amount of the STIP award earned is determined based on an overall score. |

  28. Elements of Compensation

    | ● | The overall score is the sum of the weighted scores achieved for each of the performance measures. |

  29. Elements of Compensation

    | ● | The amount of the STIP earned is determined by multiplying the overall score times the executive’s target bonus amount. |

  30. Mr. Rodger A. McHargue: 2024 Scorecard

    | NEO | 2024 Target Award Level (% of base salary) | 2024 Target Award Level | Overall Scorecard Result | Actual STIP Earned | | Norman L. Lowery | 33.3% | $199,800 | 94.79% | $189,391 | | Norman D. Lowery | 60% | $390,000 | 94.79% | $369,682 | | Rodger A. McHargue* | 35% | $127,680 | 97.00% | $123,850 | | Mark A. Franklin | 35% | $103,925 | 98.40% | $102,261 | | Stephen P. Panagouleas** | 35% | $103,250 | 98.19% | $50,692 |

  31. Mr. Rodger A. McHargue: 2024 Scorecard

    Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points. *Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $364,800, which comprises his base salary of $360,000 plus subsidiary board fees of $4,800. **The Actual STIP Earned for Mr. Panagouleas is a prorated amount based on the July 1, 2024 effective date of his promotion to Chief Credit Officer. Long-Term Incentive Compensation. The size of each LTIP award made to our NEOs depends on two key factors: 1) the NEO’s target award level, which is stated as a percentage of base salary; and 2) the Corporation’s or Bank’s performance during the preceding three years measured against the goals established by the Compensation Committee. The performance-based LTIP awards are made in restricted stock having a grant date value equal to the LTIP award earned. The restricted stock vests in three equal installments beginning on December 31 of the year of the grant and the following two years. The Compensation Committee believes the use of performance criteria for determining the size of the LTIP award, followed by a three-year vesting schedule, reinforces both the long-term incentive and retention purposes of the LTIP award while establishing an appropriate balance of risk and incentive. Target Award Levels. The LTIP award target for awards granted in February 2025 based on performance through 2024 are set forth in the table below. In aggregate, these target award amounts, as a percentage of base salary, are aligned with the market median, but vary above or below median on an individual basis.

  32. Mr. Rodger A. McHargue: 2024 Scorecard

    | 2022–2024 LTIP Scorecard for Messrs. McHargue, Franklin and Panagouleas | | | | | | | Performance Measure | Target Goal | Result | Level of Achievement (% of Goal) | Weighting | Resulting Score | | Return on Assets | 1.16% | 1.24% | 106.90% | 20% | 21.38% | | Return on Equity | 12.35% | 13.40% | 108.50% | 15% | 16.28% | | Tangible Book Value | $31.39 | $35.73 | 113.83% | 30% | 34.15% | | EPS | $4.81 | $3.98 | 82.74% | 35% | 28.96% | | Overall Score | | | | | 100.76% |

  33. Mr. Rodger A. McHargue: 2024 Scorecard

    | NEO | Target Award Level (% of base salary) | Target Award Level | Overall Scorecard Result | Actual LTIP Awarded | | Norman L. Lowery | 60% | $360,000 | 100.67% | $362,425 | | Norman D. Lowery | 80% | $520,000 | 100.67% | $523,503 | | Rodger A. McHargue | 45% | $164,160 | 100.76% | $165,412 | | Mark A. Franklin | 40% | $118,771 | 100.76% | $119,677 | | Stephen P. Panagouleas** | 40% | $118,000 | 100.76% | $59,450 |

  34. Employment Agreements

    Employment Agreements We have entered into employment agreements with each of our NEOs. We entered into these agreements to be consistent with competitive practice, as the use of such agreements is commonplace among financial institutions like ours. Our employment agreements have a fixed, two-year term which may be extended annually by the Committee. Additional information regarding the employment agreements can be found under “Executive Compensation—Employment Agreements” on pages 46 to 52.

  35. Policies and Practices for Granting Certain Equity Awards

    Policies and Practices for Granting Certain Equity Awards The Compensation Committee and the Board have a historical practice of not granting equity awards to executive officers during closed quarterly trading windows as determined under the Company’s insider trading policy. The Compensation Committee typically approves annual grants of equity awards to the Company’s executive officers, including the named executive officers, during the open trading window in the first fiscal quarter of the applicable fiscal year. See “Corporate Governance—Policies and Practices for Granting Certain Equity Awards.”

  36. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to the chief executive officer, the chief financial officer and the three most highly compensated executive officers other than the chief executive officer and the chief financial officer (collectively, the “Named Executive Officers”) during the years ended December 31, 2024, 2023 and 2022.

  37. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | | Norman D. Lowery, | 2024 | 650,000 | 160,030 | 369,682 | 115,731 | 56,401 | 1,351,844 | | Chief Executive Officer, | 2023 | 376,475 | 153,774 | 135,876 | 348,394 | 36,473 | 1,050,992 | | First Financial Bank, N.A. and | 2022 | 361,300 | 147,857 | 141,848 | — | 33,092 | 684,097 | | First Financial Corporation Rodger A. McHargue, | 2024 | 364,800(5) | 145,314 | 123,850 | 82,163 | 39,059 | 755,186 | | Chief Financial Officer, | 2023 | 341,854(5) | 139,928 | 116,590 | 458,581 | 34,312 | 1,091,265 | | First Financial Bank, N.A. and | 2022 | 327,998(5) | 130,825 | 129,657 | — | 31,020 | 619,500 | | First Financial Corporation | | | | | | | | | Norman L. Lowery, | 2024 | 600,000 | 498,222 | 189,391 | — | 126,053 | 1,408,666 | | Executive Chairman, | 2023 | 770,311 | 475,003 | 347,845 | — | 127,401 | 1,720,559 | | First Financial Bank, N.A. and | 2022 | 739,262 | 456,265 | 407,652 | — | 113,558 | 1,716,737 | | First Financial Corporation | | | | | | | | | Stephen P. Panagouleas,(7) | 2024 | 248,258(6) | — | 50,692 | — | 25,094 | 298,950 | | Chief Credit Officer, | | | | | | | | | First Financial Bank, N.A. and | | | | | | | | | First Financial Corporation | | | | | | | | | Mark A. Franklin, | 2024 | 600,000 | 121,363 | 102,276 | — | 37,387 | 557,954 | | Chief Lending Officer, | 2023 | 770,311 | 116,618 | 105,725 | — | 27,060 | 534,912 | | First Financial Bank, N.A. and | 2022 | 739,262 | — | 111,936 | — | 20,081 | 399,175 | | First Financial Corporation | | | | | | | |

  38. Summary Compensation Table

    | (1) The amounts in this column represent the aggregate grant date fair values of the restricted stock awarded in February 2024 based on prior years’ performance, determined pursuant to FASB ASC Topic 718. These amounts do not reflect whether the recipient will realize a financial benefit from the awards (such as becoming vested over the three-year graded vesting period). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Corporation’s 2024 Annual Report on Form 10-K (note 17). |

  39. Summary Compensation Table

    | (2) The amounts in this column reflect amounts earned under the STIP. |

  40. Summary Compensation Table

    | (3) The amounts in this column do not reflect amounts paid. The amounts reflect the actuarial increase in the present value of the Named Executive Officers’ benefits under the Pension Plan and our nonqualified defined benefit plans (“ESRP” and “2005 ESRP”), determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. |

  41. Summary Compensation Table

    | (4) For 2024, includes (i) the premiums paid by the Corporation pursuant to a life insurance program for Named Executive Officers of $31,378 for Norman L. Lowery, $3,477 for Mr. McHargue, $1,850 for Mr. Norman D. Lowery, $4,795 for Mr. Panagouleas and $1,100 for Mr. Franklin; (ii) amounts contributed by the Corporation under the 2005 nonqualified defined contribution plan (“2005 EDC”), which were $22,225 for Norman D. Lowery, $6,750 for Mr. McHargue, $32,125 for Norman L. Lowery, and $1,850 for Mr. Franklin; (iii) dividends on restricted stock which were $36,464 for Norman L. Lowery, $10,696 for Mr. McHargue, $11,818 for Mr. Norman D. Lowery, and $7,479 for Mr. Franklin; (iv) miscellaneous perquisites of less than $10,000; and (v) ESOP account allocations as follows: $17,250 for Mr. Norman L. Lowery; $17,250 for Mr. McHargue; $17,250 for Mr. Norman D. Lowery; and $10,350 for Mr. Franklin. Also includes $10,225 for Mr. Panagouleas for the 401(k) matching contribution and $13,800 for Mr. Franklin. |

  42. Summary Compensation Table

    | (5) Includes $4,800 for service as a director of Portfolio Management Specialist A (a subsidiary of the Bank), Portfolio Management Specialist B (an indirect subsidiary of the Bank) and Global Portfolio Limited Partnership (an indirect subsidiary of the Bank). |

  43. Summary Compensation Table

    | (6) Includes $150 in 2024 for Mr. Panagouleas for service as a manager of First Financial Real Estate LLP (a real estate investment trust of the Bank). |

  44. Summary Compensation Table

    | (7) Appointed as Senior Vice President, Chief Lending Officer of the Corporation and Bank effective July 1, 2024. |

  45. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the plan-based grants during the fiscal year ended December 31, 2024, consisting of opportunities for cash awards under the 2011 Short-Term Incentive Compensation Plan (the “2011 STIP”) and equity grants under the Amended and Restated 2011 Omnibus Equity Incentive Plan (the “2011 EIP”), which are discussed in more detail in the “Compensation Discussion and Analysis” section of this proxy statement.

  46. Grants of Plan-Based Awards

    | | | | | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | Mean Market Price on Grant Date ($/Sh) | Grant Date Fair Value of Stock Awards(3) ($) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | | Name | Grant Date | Plan Name | Threshold ($) | Target ($) | Maximum ($) | | | | | Norman D. Lowery | | 2011 STIP | 312,000 | 390,000 | 468,000 | | | | | | 2/6/2024 | 2011 EIP | | | | 4,273 | 37.45 | 160,030 | | Rodger A. McHargue | | 2011 STIP | 102,144 | 127,680 | 153,216 | | | | | | 2/6/2024 | 2011 EIP | | | | 3,880 | 37.45 | 145,314 | | Norman L. Lowery | | 2011 STIP | 159,840 | 199,800 | 249,750 | | | | | | 2/6/2024 | 2011 EIP | | | | 13,170 | 37.45 | 493,222 | | Stephen P. Panagouleas | | 2011 STIP | 82,600 | 103,250 | 123,900 | | | | | | 2/6/2024 | 2011 EIP | | | | — | — | — | | Mark A. Franklin | | 2011 STIP | 83,140 | 103,925 | 124,710 | | | | | | 2/6/2024 | 2011 EIP | | | | 3,240 | 37.45 | 121,363 |

  47. Grants of Plan-Based Awards

    | (1) The amounts in these columns represent the threshold, target and maximum fiscal year 2024 awards available under the 2011 STIP. To receive a payout under the 2011 STIP, a participant must remain employed with the Corporation through the date payment is made, which is within 75 days of the end of the performance period, except in the case of death, disability, retirement, termination without cause or resignation for good reason, which terms are defined in the 2011 STIP. The amounts in these columns represent award opportunities; the actual amount of the award earned for 2023 for each Named Executive Officer is included under the column “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table. |

  48. Grants of Plan-Based Awards

    | (2) The amounts in this column represent restricted stock awards granted in 2024 based on prior year performance. The shares vest in three substantially equal installments on December 31, 2024, 2025, and 2026. Vesting is contingent upon the executive officers remaining employed during the required service period, unless employment terminates due to death, disability, termination by the Corporation without cause, resignation for good reason or retirement (each as defined in the 2011 EIP), in which case the restricted stock award vests in full. No automatic acceleration of vesting occurs upon a change in control. Award recipients are entitled to dividends on the restricted shares during the vesting period. |

  49. Grants of Plan-Based Awards

    | (3) The grant date fair value of the restricted stock awards reported in this column is the grant date value of the awards as determined under FASB ASC Topic 718. |

  50. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  51. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | Name | Number of Shares of Stock That Have Not Vested(1) | Market Value of Shares of Stock That Have Not Vested(2) | | Norman D. Lowery | 3,985 | $184,067 | | Rodger A. McHargue | 3,621 | $167,254 | | Mark A. Franklin | 3,023 | $139,632 |

  52. Outstanding Equity Awards at Fiscal Year-End

    | (1) These shares represent restricted stock awards that vest in installments on December 31, 2025, and December 31, 2026, provided the executive is still employed on such date(s). In the event of involuntary termination due to death, disability, termination without cause or resignation for good reason or upon retirement after age 65, the awards will vest in full. No automatic acceleration of vesting occurs upon a change in control. |

  53. Outstanding Equity Awards at Fiscal Year-End

    | (3) The market value is based on $46.19 per share, the closing price for our stock on December 31, 2024. |

  54. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024

  55. Option Exercises and Stock Vested in 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Norman D. Lowery | 3,649 | $168,547 | | Rodger A. McHargue | 3,291 | $152,011 | | Norman L. Lowery | 23,550 | $1,087,775 | | Mark A. Franklin | 1,942 | $89,701 |

  56. Pension Benefits

    Pension Benefits The table below shows the present value of accumulated benefits payable to each of the Named Executive Officers, including the number of years of service credited to each Named Executive Officer, under the Pension Plan, the ESRP and the 2005 ESRP. The present value was based upon the accrued benefit as of December 31, 2024, and determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. The amounts shown do not reflect amounts actually paid or payable to the Named Executive Officer. Benefits are not payable as a lump sum but are generally paid as a monthly annuity for the life of the retiree.

  57. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Norman D. Lowery | Qualified Pension Plan | 35 | 786,915 (2)(4) | — | | | 2005 ESRP | — | 1,034,487 (3) | — | | Rodger A. McHargue | Qualified Pension Plan | 31 | 1,753,225 (2)(4) | — | | | 2005 ESRP | — | 974,550 (3) | — | | Norman L. Lowery | Qualified Pension Plan | 29 | 2,141,356 (2) | 205,602 | | | ESRP | — | 1,792,843 (3) | — | | | 2005 ESRP | — | 3,836,391 (3) | — | | Stephen P. Panagouleas | Qualified Pension Plan | — | — | — | | | 2005 ESRP | — | — | — | | Mark A. Franklin | Qualified Pension Plan | — | — | — |

  58. Pension Benefits

    | (1) The calculation of present value of accumulated benefit assumes a discount rate of 5.54% and mortality based on the PRI-2012 Retiree Mortality Table projected using Mortality Improvement Scale MP-2021. |

  59. Pension Benefits

    | (2) These amounts represent the amount that Messrs. Norman L. Lowery, McHargue, and Norman D. Lowery’s Pension Plan benefit exceeds their ESOP benefit pursuant to offset arrangements. |

  60. Pension Benefits

    | (3) This amount represents the amount by which Messrs. Norman D. Lowery, McHargue, and Norman L. Lowery’s Executive Supplemental Retirement benefit exceeds his Executive Deferred Compensation benefit. |

  61. Pension Benefits

    | (4) Norman D. Lowery was over 55 years of age and had more than five years of service as of December 31, 2024, and would have qualified for early retirement benefits equal to approximately 57% of the full retirement benefit if he would have retired on December 31, 2024. Mr. McHargue was over 55 years of age and had more than five years of service as of December 31, 2024, and would have qualified for early retirement benefits equal to approximately 91% of the full retirement benefit if he had retired on December 31, 2024. |

  62. Pension Benefits

    The benefits provided under the Pension Plan are based on the executive officers’ years of credited service and final average compensation and are targeted to provide an annual retirement annuity equal to approximately 66% of final average compensation for retirement at age 65 with 25 years of service. Actuarial adjustment is made for payments commencing before or after age 65. Final average compensation is based on the five consecutive years over the last ten in which the amount of base salary and bonus were the highest. The actual benefit payable under the Pension Plan is subject to offset (reduction) by the benefits provided under the ESOP. Applicable IRS rules limit the amount of benefits that may be accrued under a qualified plan, such as the Pension Plan. The benefits provided under the ESRP and 2005 ESRP are intended to provide benefits that would be paid under the Pension Plan but for such limitations. These benefits are subject to offset by the benefits payable under the Executive Deferred Compensation Plan (“EDC”) and the 2005 EDC described below.

  63. Nonqualified Deferred Compensation for 2024

    Nonqualified Deferred Compensation for 2024 Pursuant to the 2005 EDC, we permit certain executive officers and highly compensated employees to defer a portion of their current compensation and also provide supplemental benefits to certain highly compensated employees to recompense the employees for benefits lost due to the imposition of Code limitations in the ESOP. The amounts shown below represent the accumulated benefit cost to the Corporation for these plans. The table also shows amounts which were earned and deferred under the 2001 LTIP and 2005 LTIP.

  64. Nonqualified Deferred Compensation for 2024

    | Name | Plan Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Norman D. Lowery | 2005 EDC | — | 22,225 | 8,143 | — | 101,219 | | | 2001 LTIP | — | — | 5,176 | 16,347 | 69,197 | | | 2005 LTIP | — | — | 8,007 | 25,286 | 107,039 | | Rodger A. McHargue | 2005 EDC | — | 6,750 | 5,122 | — | 62,702 | | | 2005 LTIP | — | — | 8,007 | 25,286 | 107,039 | | Norman L. Lowery | EDC | — | — | 0 | — | 826,285 | | | 2005 EDC | — | 32,125 | 37,295 | — | 1,381,061 | | | 2001 LTIP | — | — | 22,086 | 140,228 | 262,523 | | | 2005 LTIP | — | — | 35,279 | 223,992 | 419,339 | | Stephen P. Panagouleas | 2005 EDC | — | — | — | — | — | | Mark A. Franklin | 2005 EDC | — | 1,850 | 2.99 | — | 5,238 |

  65. Nonqualified Deferred Compensation for 2024

    | (1) These amounts are included in the Named Executive Officer’s compensation in the Summary Compensation Table. |

  66. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth the incremental retirement, cash severance and stock awards payable to each NEO under the specifically described scenarios as if retirement, termination of employment or change in control-related termination occurred as of December 31, 2024. No amounts are shown for the occurrence of a change in control without termination of employment because no automatic acceleration of outstanding stock awards or other amounts arise upon a change in control. The amounts shown in the table do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as accrued salary and vacation pay or payments of vested amounts under the qualified and nonqualified pension plans and deferred compensation plans. Amounts attributable to the 2011 EIP are based upon the $46.19 closing price for our common stock on December 31, 2024.

  67. Potential Payments Upon Termination or Change in Control

    | Name | Plan Name | Termination Due to Retirement ($)(1) | Termination by Corporation Without Just Cause or by Executive for Good Reason ($)(2) | Termination by Corporation Without Just Cause or by Executive for Good Reason Within 12 Months After Change in Control ($)(3) | | Norman D. Lowery | 2011 EIP | — | 184,067 | 184,067 | | | Employment | | | | | | Agreement | — | 2,151,384(4) | 4,298,785(5) | | Rodger A. McHargue | 2011 EIP | — | 167,254 | 167,254 | | | Employment | | | | | | Agreement | — | 1,072,742(6) | 1,429,889(7) | | Norman L. Lowery | 2011 EIP | $722,737 | — | — | | | Employment | | | | | | Agreement | $287,000 | — | — | | Stephen P. Panagouleas | 2011 EIP | — | — | — | | | Employment | | | | | | Agreement | — | 661,761(8) | 881,716(9) | | Mark A. Franklin | 2011 EIP | — | 139,632 | 139,632 | | | Employment Agreement | — | 661,992(10) | 880,904(11) |

  68. Potential Payments Upon Termination or Change in Control

    | (1) Mr. Norman L. Lowery retired on December 31, 2024. As of December 31, 2024, only Mr. Norman L. Lowery had attained retirement age. The amounts shown in this column for the 2011 EIP reflect the value of outstanding restricted stock awards which vested due to his retirement and for the employment agreement include the value of continuation of Medicare supplemental coverage and life insurance benefits. |

  69. Potential Payments Upon Termination or Change in Control

    | (2) Amounts in this column reflect the severance benefits that would become payable upon termination without just cause or resignation for good reason. The 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without just cause or resignation for good reason. No amounts are shown for Mr. Norman L. Lowery, who retired on December 31, 2024. |

  70. Potential Payments Upon Termination or Change in Control

    | (3) The employment agreement amounts in this column reflect the severance benefits that would become payable if the termination without just cause or resignation for good reason was in connection with a change in control. The 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without just cause or resignation for good reason. No amounts are shown for Mr. Lowery, who retired on December 31, 2024. |

  71. Potential Payments Upon Termination or Change in Control

    | (4) This cash severance amount consists of 1.5 times (a) 2024 annual base salary of $650,000 and 2024 STIP target bonus of $390,000 and (b) the annual amount of certain benefits, including health, disability and executive life insurance totaling $55,498. Also includes $23,437 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  72. Potential Payments Upon Termination or Change in Control

    | (5) This cash severance amount consists of 2.99 times (a) 2024 annual base salary of $650,000 and 2024 STIP target bonus of $390,000 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $104,925. Also includes $44,310 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  73. Potential Payments Upon Termination or Change in Control

    | (6) This cash severance amount consists of 1.5 times (a) 2024 annual base salary of $360,000 and 2024 STIP target bonus of $127,680 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $33,677. Also includes $14,222 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  74. Potential Payments Upon Termination or Change in Control

    | (7) This cash severance amount consists of 2.0 times (a) 2024 annual base salary of $360,000 and 2024 STIP target bonus of $127,680 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $43,877. Also includes $18,259 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  75. Potential Payments Upon Termination or Change in Control

    | (8) This cash severance amount consists of 1.5 times (a) 2024 annual base salary of $295,000 and 2024 STIP target bonus of $103,250 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $51,594. Also includes $21,788 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  76. Potential Payments Upon Termination or Change in Control

    | (9) This cash severance amount consists of 2.0 times (a) 2024 annual base salary of $295,000 and 2024 STIP target bonus of $103,250 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $67,293. Also includes $28,418 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  77. Potential Payments Upon Termination or Change in Control

    | (10) This cash severance amount consists of 1.5 times (a) 2024 annual base salary of $296,928 and 2024 STIP target bonus of $103,925 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $47,640. Also includes $20,118 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  78. Potential Payments Upon Termination or Change in Control

    | (11) This cash severance amount consists of 2.0 times (a) 2024 annual base salary of $296,928 and 2024 STIP target bonus of $103,925 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, totaling $59,371. Also includes $25,072 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. |

  79. CEO PAY RATIO

    CEO PAY RATIO As required by the Dodd-Frank Act of 2010, we disclose in this proxy statement the ratio of our CEO’s compensation to that of our median employee. The pay ratio set forth below represents a reasonable estimate calculated in a manner consistent with the SEC’s rules. For purposes of calculating the pay ratio, the SEC’s rules permit us to use the employee identified as the median employee in the prior year as the median employee used for the most current year if there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change in our pay ratio disclosure and no changes to the prior-year median employee’s circumstances that would no longer make it appropriate to use that employee. Since there were no such changes, our median employee for 2024 is our median employee from 2023. For our median employee, we combined all the elements of such employee’s compensation for 2024 in accordance with the SEC’s rules, resulting in annual total compensation for our median employee of $68,246. This amount includes the estimated value of such employee’s health care benefits (estimated for the median employee at $21,390). The annual total compensation of our CEO was $1,373,305, which reflects the amount reported in the “total” column of our Summary Compensation Table on page 39 and the value of the CEO’s health care benefits (which are not included in the summary compensation table). As a result, our CEO to median employee pay ratio for 2024 was 20:1.

  80. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation paid to our named executive officers and certain measures of financial performance. The following table reports the compensation of our Principal Executive Officer (our “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to herein as “CAP”) and certain performance measures required by the rules.

  81. Pay Versus Performance Table

    Pay Versus Performance Table

  82. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) | Average Compensation Actually Paid to Non-PEO NEOs (1)(3) | Value of Initial Fixed $100 Investment Based On | | Company Selected Measure | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | Net Income | EPS (5) | | 2024 | $1,351,844 | $1,626,657 | $755,189 | $817,780 | $118 | $122 | $47,275,000 | $4.00 | | 2023 | $1,720,559 | $1,671,005 | $807,557 | $625,744 | $106 | $103 | $60,672,000 | $5.08 | | 2022 | $1,716,737 | $1,722,753 | $560,551 | $611,021 | $109 | $110 | $71,109,000 | $5.82 | | 2021 | $2,186,641 | $1,727,166 | $634,732 | $621,171 | $104 | $130 | $52,907,000 | $4.02 | | 2020 | $2,494,588 | $1,465,332 | $899,798 | $538,845 | $87 | $93 | $53,844,000 | $3.93 |

  83. Pay Versus Performance Table

    | (1) Our PEO for 2024 was Mr. Norman D. Lowery and for 2020 through 2023 was Mr. Norman L. Lowery. Our Non-PEO NEOs for 2024 were Messrs. Norman L. Lowry, McHargue, Franklin and Panagouleas. Messrs. Norman D. Lowery and McHargue were Non-PEO NEOs for 2020 through 2023, Mr. Franklin was a Non-PEO NEO for 2022 and 2023, Mr. Steve Holliday, the Bank’s former Chief Credit Officer, was a Non-PEO NEO for 2020 through 2023 and Ms. Karen Milienu, the Corporation’s former Chief Branch Banking Officer, was a Non-PEO NEO for 2021 and 2020. |

  84. Pay Versus Performance Table

    | (2) The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO: |

  85. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for PEO | (A) Stock Awards in SCT | (B) Stock Award Adjustments | (C) Reported Change in the Actuarial Present Value of Pension Benefits | (D) Pension Benefit Adjustments | Compensation Actually Paid to PEO | | 2024 | $1,351,844 | $(160,030) | $209,476 | $(115,731) | $341,098 | $1,626,657 | | 2023 | $1,720,559 | $(475,003) | $425,449 | — | — | $1,671,005 | | 2022 | $1,716,737 | $(456,265) | $472,996 | — | — | $1,722,753 | | 2021 | $2,186,641 | $(448,960) | $549,589 | $(560,104) | — | $1,727,166 | | 2020 | $2,494,588 | $(425,141) | $319,342 | $(923,457) | — | $1,465,332 |

  86. Pay Versus Performance Table

    | (A) Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year. |

  87. Pay Versus Performance Table

    | (B) Represents stock award adjustments (deductions and additions) for PEO stock awards for each applicable year calculated as follows: |

  88. Pay Versus Performance Table

    | Year | Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year | Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years | Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year | Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year | Total Stock Award Adjustments | | 2024 | $131,580 | $3,411 | $65,790 | $6,671 | $209,476 | | 2023 | $303,453 | $(9,693) | $151,726 | $(20,037) | $425,449 | | 2022 | $309,105 | $3,186 | $154,552 | $6,153 | $472,996 | | 2021 | $323,500 | $21,140 | $161,750 | $43,199 | $549,589 | | 2020 | $259,078 | $(23,903) | $129,539 | $(45,372) | $319,342 |

  89. Pay Versus Performance Table

    | (C) Represents the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the PEO the applicable year. |

  90. Pay Versus Performance Table

    | (D) Represents the actuarially determined pension service cost and prior service cost, if any, for services rendered by our PEO during the applicable year. |

  91. Pay Versus Performance Table

    | (3) The table below shows average CAP for the Non-PEO NEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEOs: |

  92. Pay Versus Performance Table

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | (A) Average Stock Awards in SCT | (B) Average Stock Award Adjustments | (C) Average Reported Change in the Actuarial Present Value of Pension Benefits Award Pension Benefit Adjustments | (D) Average Pension Benefit Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $755,189 | $(189,975) | $245,650 | $(20,541) | $27,456 | $817,780 | | 2023 | $807,557 | $(131,735) | $119,827 | $(201,744) | $31,838 | $625,744 | | 2022 | $560,551 | $(97,702) | $101,282 | — | $46,890 | $611,021 | | 2021 | $634,732 | $(108,945) | $105,977 | $(83,326) | $72,733 | $621,171 | | 2020 | $899,798 | $(102,920) | $78,874 | $(395,147) | $58,240 | $538,845 |

  93. Pay Versus Performance Table

    | (A) Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year. |

  94. Pay Versus Performance Table

    | (B) Represents the average of stock award adjustments (deductions and additions) for the Non-PEO NEO stock awards for each applicable year calculated as follows: |

  95. Pay Versus Performance Table

    | Year | Average Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year | Average Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year | Average Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year | Average Fair Value at End of Prior Period of Stock Awards that Failed to Meet Vesting Conditions During the Year | Total Average Stock Award Adjustments | | 2024 | $54,812 | $1,423 | $179,487 | $9,929 | — | $245,650 | | 2023 | $84,141 | $(2,075) | $42,071 | $(4,310) | — | $119,827 | | 2022 | $66,179 | $688 | $33,089 | $1,326 | — | $101,282 | | 2021 | $69,879 | $4,542 | $34,939 | $8,905 | $(12,288) | $105,977 | | 2020 | $62,710 | $(5,350) | $31,355 | $(9,841) | — | $78,874 |

  96. Pay Versus Performance Table

    | (C) Represents the average amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the Non-PEO NEOs for each applicable year. |

  97. Pay Versus Performance Table

    | (D) Represents the average actuarially determined pension service cost and prior service cost for services rendered by the Non-PEO NEOs during the applicable year. No prior service cost with respect to the Non-PEO NEOs was recognized during the applicable years. |

  98. Pay Versus Performance Table

    | (4) The Peer Group Total Shareholder Return used in this table reflects the SNL Bank $1B-$5B index, which the Corporation also uses in the stock performance graph included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2024. |

  99. Pay Versus Performance Table

    | (5) Earnings per share (EPS) is a financial performance measure used for compensation decisions. Management believes that EPS performance is a meaningful measure of our overall financial performance. See “Compensation Discussion and Analysis.” |

  100. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section captioned “Compensation Discussion and Analysis” the executive compensation program for our PEO and Non-PEO NEOs includes variable components in the form of annual incentive compensation and long-term incentive awards. While we use several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay Versus Performance Table. Moreover, we seek to incentivize long-term performance and, as a result, our performance against our financial measures in a particular year may not align with “compensation actually paid,” or CAP, as computed in accordance with Item 402(v) of SEC Regulation S-K for that year. In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table.

  101. Comparison of Compensation Actually Paid to Measures of Financial Performance

    Comparison of Compensation Actually Paid to Measures of Financial Performance The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against our net income for the five fiscal years ended December 31, 2024: The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against our EPS, the Company Selected Measure, for the five fiscal years ended December 31, 2024: The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against the total shareholder return for the Corporation and the peer group for the five fiscal years ended December 31, 2024: