DEF 14A of German American Bancorp, Inc., Mar 21, 2024

DEF 14A of German American Bancorp, Inc.

Filed Mar 21, 2024 · FY20230001104659-24-037185

Open on EDGAR

  1. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our full Board currently consists of twelve (12) directors, all of whom served on our Board at the conclusion of the 2023 annual meeting of the Company’s shareholders. Our Board is divided into three classes, and directors in each class generally serve a three-year term. The terms of each class expire at successive annual meetings so that the shareholders elect one class of directors at each annual meeting. The current classification of our Board is:

  2. PROPOSAL 1 ELECTION OF DIRECTORS

    | Terms expiring at this annual meeting: | Marc D. Fine, Jason M. Kelly, Christina M. Ryan, and Tyson J. Wagler | | Terms expiring at the 2025 annual meeting: | Zachary W. Bawel, D. Neil Dauby, Susan J. Ellspermann, and Thomas W. Seger | | Terms expiring at the 2026 annual meeting: | Angela Curry, Diane B. Medley, M. Darren Root, and Jack W. Sheidler |

  3. PROPOSAL 1 ELECTION OF DIRECTORS

    Our Board, on the recommendation of the Governance/Nominating Committee, has nominated each of Marc D. Fine, Jason M. Kelly, Christina M. Ryan, and Tyson J. Wagler for re-election at this year’s annual meeting. If re-elected, each of these four (4) nominees will serve on our Board until the 2027 annual meeting, or until his or her successor is duly elected and qualified in accordance with the Company’s Bylaws. If any of these nominees should become unable to accept election, our Proxy Committee may vote for other person(s) selected by our Board. Our Board has no reason to believe that any of the nominees will be unable to accept election. We present below certain information concerning our Board’s nominees for election at this year’s annual meeting, followed by information concerning those Board members who are not standing for election this year and whose term of office will continue after the annual meeting. This information includes their present principal occupations, which have been the same for the last five years, unless otherwise noted. The biographies of each of the nominees and continuing directors below contain information regarding the experiences, qualifications, attributes or skills that caused the Governance/Nominating Committee and our Board to determine that the person should be re-elected (or should continue to serve even if not standing for re-election) as a director for the Company in 2024. Following the director biographies is information concerning our corporate governance and committee structures. We have noted in the biographies the committee memberships of those directors who serve on those standing committees about which information is provided elsewhere in this document, namely our Compensation/Human Resources, Audit, and Governance/Nominating Committees. Our directors also serve on other committees of our Board and the board of directors of the Company’s banking subsidiary that are not required to be described by this proxy statement and which are therefore not identified in these listings. Elsewhere in this proxy statement you will find information concerning the amount of our common shares that are beneficially owned by each of our directors (see “OWNERSHIP OF OUR COMMON SHARES BY OUR DIRECTORS AND EXECUTIVE OFFICERS”) and information regarding the compensation of our directors (see “DIRECTOR COMPENSATION”). We urge you to review all of this information when deciding how to vote on Proposal 1.

  4. PROPOSAL 1 ELECTION OF DIRECTORS

    | Our Board recommends that you vote FOR all four (4) of the nominees named below. |

  5. PROPOSAL 1 ELECTION OF DIRECTORS

    The following persons have been nominated for election to the Board:

  6. Nominees for Election at this Annual Meeting (with Terms to Expire at the 2027 Annual Meeting)

    Nominees for Election at this Annual Meeting (with Terms to Expire at the 2027 Annual Meeting)

  7. Marc D. Fine

    Marc D. Fine Marc D. Fine, 64, has served as a director of the Company since his election in 2011. He presently serves on the Governance/ Nominating Committee of our Board. Mr. Fine was a director of the former Bank of Evansville, having been among its founding director group in 2001. Mr. Fine has practiced law, with a concentration in business, financial and tax matters, in Evansville, Indiana since 1984 and was a founding partner of the law firm of Rudolph, Fine, Porter & Johnson, LLP, in Evansville. Rudolph, Fine, Porter & Johnson, LLP merged in 2014 with Jackson Kelly PLLC. Mr. Fine is currently the Managing Member of the Evansville office of Jackson Kelly PLLC and was formerly a member of the Executive Committee of Jackson Kelly PLLC. He is also active in many civic and community organizations and since 2008 has been a Commissioner of the Indiana Gaming Commission, an official agency of the State of Indiana that oversees the state’s gaming industry. Our Board believes that Mr. Fine’s experience in business (including the banking business), state government, and law, in addition to his involvement in the Evansville business and civic communities, is of significant benefit to it.

  8. Jason M. Kelly

    Jason M. Kelly Jason M. Kelly, 49, was appointed to our Board effective January 1, 2019. He presently serves on the Audit Committee of our Board. Mr. Kelly is the Chief Financial Officer of Jasper Holdings, Inc., the parent company of Jasper Engines & Transmissions and Weller Truck Parts, along with other diversified automotive brands. Collectively, Jasper Holdings, Inc. employs more than 4,400 Associate Owners throughout the United States. Mr. Kelly was previously the President and CEO of a large family-owned multi-concept franchised restaurant company based in Jasper for 12 years. Mr. Kelly has extensive experience in ESOP companies and a deep background in real estate, banking, information technology, and finance, having been the CFO of a mid-size commercial construction and development company in Central Indiana and regional CFO for one of the largest homebuilding companies in North America. Prior to joining our Board, Mr. Kelly served on one of German American Bank’s regional advisory boards. Mr. Kelly’s experience in real estate, operating successful and growing businesses within our markets, and his solid base of banking experience and understanding of the Company’s business model and culture bring value to our Board and the Company.

  9. Christina M. Ryan

    Christina M. Ryan Christina M. Ryan, 65, was appointed to our Board effective October 15, 2019. She is a member of the Compensation/Human Resources Committee of our Board. Ms. Ryan is the Chief Executive Officer at the Women’s Hospital in Newburgh, Indiana, which is part of the Deaconess Health System. She also previously served as the Hospital’s Chief Nursing Officer. Ms. Ryan serves on the Board of Trustees for the University of Southern Indiana and on various healthcare industry boards throughout Indiana. She has prior banking experience as she previously served on one of German American Bank’s regional advisory boards. Ms. Ryan, therefore, brings healthcare industry knowledge to our Board, as well as insights into economic development initiatives in our growth banking markets.

  10. Tyson J. Wagler

    Tyson J. Wagler Tyson J. Wagler, 44, was appointed to our Board effective October 15, 2019. He currently serves on the Audit Committee of our Board. Mr. Wagler is a partner in Frette & Wagler LLC, a Washington, Indiana-based CPA firm, which offers a wide range of tax and accounting services for individuals and a variety of businesses. Mr. Wagler has over nineteen years of experience in the accounting profession. He serves on the board of the Daviess County Community Hospital and has prior banking experience, having previously served on one of German American Bank’s regional advisory boards. Mr. Wagler’s extensive experience providing tax and accounting services, as well as his service on our Bank’s advisory board, enable him to be a significant contributor to our Board.

  11. Continuing Directors of the Class with Terms Expiring at the 2025 Annual Meeting

    Continuing Directors of the Class with Terms Expiring at the 2025 Annual Meeting

  12. Zachary W. Bawel

    Zachary W. Bawel Zachary W. Bawel, 59, was appointed to our Board effective July 1, 2018. He is a member of the Compensation/Human Resources Committee of our Board and has served as the Committee’s Chairman since July 1, 2020. Prior to becoming Chairman, he served as Co-Chairman of the Committee. He also serves on the Governance/Nominating Committee of our Board. Mr. Bawel is President of Jasper Holdings, Inc., a 100% Associate-Owned, 82 year-old Jasper, Indiana-based company with over 4,600 employees nationwide. He has over 37 years of sales, distribution and management experience with the company, having served as President since 2011. Mr. Bawel currently also serves on the executive committee and on the board of directors of Jasper Holdings, Inc., is a member of the advisory board of WireCrafters LLC, the nation’s leading manufacturer of woven and welded wire partitions and other related material handling products, is a board member of Brake Supply, based in Evansville, Indiana, and is on the board of Lochmueller Group, a Midwest regional consulting firm with emphasis on infrastructure improvements. He also has prior banking experience having previously served on one of German American Bank’s regional advisory boards. Our Board believes that Mr. Bawel’s strong business acumen, solid base of banking experience and understanding of the Company’s business model and culture are valuable resources to our Board and the Company.

  13. D. Neil Dauby

    D. Neil Dauby D. Neil Dauby, 60, is the Company’s Chairman and Chief Executive Officer. He was first appointed to our Board effective July 1, 2021. From January 1, 2022 until May 18, 2023, Mr. Dauby served as the Company’s President and Chief Executive Officer. He assumed the additional role of Chairman of the Board effective May 18, 2023, at which time Mr. Dauby vacated the office of President. Prior to serving as President and Chief Executive Officer, Mr. Dauby was the Company’s President and Chief Operating Officer, a role that he assumed on January 1, 2021 and in which he became directly responsible for all facets of the Company’s operations. Mr. Dauby previously served as the Company’s Executive Vice President and Chief Commercial Banking Officer. He was designated as an Executive Officer of the Company for certain securities law purposes at the annual reorganization meeting of our Board of Directors held in 2016. Mr. Dauby joined German American in 2001, following a 15-year career in public accounting. He also previously served as president of one of German American’s community banking subsidiaries. Our Board believes that Mr. Dauby’s banking industry knowledge and business experience in both the Indiana and Kentucky markets over his career are invaluable.

  14. Susan J. Ellspermann

    Susan J. Ellspermann Susan J. Ellspermann, 63, was appointed to our Board effective July 1, 2021. She is a member of the Compensation/Human Resources Committee of our Board. Dr. Ellspermann serves as president of Ivy Tech Community College, the public statewide community college system for the State of Indiana. She previously served as Indiana’s Lieutenant Governor and as a State Representative. Her earlier career includes being a founding director of the University of Southern Indiana’s Center for Applied Research and Economic Development, and an owner of Ellspermann and Associates, Inc., a business focused on creative problem solving and strategic planning, and holding industrial engineering positions at GM, Michelin and Frito-Lay. Our Board believes that Dr. Ellspermann’s unique perspective as it relates to the workforce, corporate, and political environment in which we operate will be invaluable to German American as we strive to better serve each of these sectors of our business. Her expertise and leadership in economic development and her meaningful local and state knowledge are significant assets to German American.

  15. Thomas W. Seger

    Thomas W. Seger Thomas W. Seger, 66, was appointed to our Board effective August 16, 2011. He serves as our lead independent director and is a member of the Compensation/Human Resources and Chairman of the Governance/Nominating Committees of our Board. Mr. Seger has an ownership interest in various Indiana-based businesses including Simple Transport, Inc., located in Dubois, Indiana, Wabash Valley Produce, Inc., a large poultry producer located in Dubois, Indiana, and Farbest Foods, located in Huntingburg, Indiana. He is also a member of the board of directors of Simple Transport and Wabash Valley Produce and was previously the President of Wabash Valley Produce. As a result of his over 40 years of experience in poultry and agriculture, Mr. Seger brings to our Board unique perspectives based on his knowledge of the agricultural industry on a local, regional, and national level. In addition, Mr. Seger’s many years of experience in human resource management with Wabash Valley Produce enhance his effectiveness as a member of our Compensation/Human Resources Committee.

  16. Continuing Directors of the Class with Terms Expiring at the 2026 Annual Meeting

    Continuing Directors of the Class with Terms Expiring at the 2026 Annual Meeting

  17. Angela Curry

    Angela Curry Angela Curry, 51, was appointed to our Board effective January 1, 2023. She is a member of the Compensation/Human Resources Committee of our Board. Ms. Curry serves as General Counsel and Vice President for Legal Affairs at the University of Louisville. As General Counsel, Ms. Curry serves as the University’s chief legal officer. She directs and manages the provision of all legal services to the University of Louisville while supporting and advancing the overall mission and Cardinal Principles. In addition to her role as General Counsel and Vice President for Legal Affairs, in 2021, Ms. Curry was appointed to serve as Interim Chief of Staff for the University, and now serves as Vice President for Governance and Strategic Initiatives in addition to her role as Chief Legal Counsel. She is very active in several Louisville civic organizations. Our Board believes that Ms. Curry’s extensive skills in complex litigation management, corporate governance, human resource management, strategic negotiations, employment law, litigation oversight, compliance training, and corporate administration along with her knowledge of the greater Louisville market make her an incredible asset to our Board and the Company.

  18. Diane B. Medley

    Diane B. Medley Diane B. Medley, 68, was appointed to our Board effective July 1, 2022. She presently serves on the Audit Committee of our Board. Ms. Medley is a Partner Emeritus of Cherry Bekaert LLP. Cherry Beckaert LLP is a top 25 CPA firm in the United States with locations across the U.S. As the former Managing Partner and Co-founder of MCM CPA & Advisors LLP, she was the first woman in the region to hold this position. She has extended her leadership and expertise to many organizations across Kentucky and Indiana. Ms. Medley is a respected leader in the financial industry with immense knowledge and expertise in building and growing businesses of all sizes. Her strong entrepreneurial spirit, focus on serving her community, and local knowledge within the markets the Company does business are viewed by our Board as being integral in shaping and enhancing the Company in the years to come.

  19. M. Darren Root

    M. Darren Root M. Darren Root, 63, was appointed to the Board effective January 1, 2013. Mr. Root serves as the Chairman of the Audit Committee of our Board. Mr. Root is Chief Strategist for Rightworks, LLC and Founder of Rootworks, a wholly owned subsidiary of Rightworks, LLC. Rootworks was a membership-based consulting firm dedicated to educating small and mid-size accounting firms on technology, practice management, marketing, branding, and more. Mr. Root holds CPA, CITP (Certified Information Technology Professional), and CGMA (Chartered Global Management Accountant) credentials. Mr. Root is the author of The Intentional Accountant and co-authored the books The E-Myth Accountant and Youtility for Accountants. He is the former Executive Editor of CPA Practice Advisor. Our Board believes that Mr. Root’s knowledge base in the areas of accounting, audit, finance, and technology enhances Board and Audit Committee decision-making, and that he brings a depth of knowledge of the Bloomington, Indiana market area to the Board.

  20. Jack W. Sheidler

    Jack W. Sheidler Jack W. Sheidler, 67, was appointed to our Board effective October 15, 2019, as a result of the merger with Citizens First Corporation (“Citizens”). Mr. Sheidler, who was the Chairman of the Board of Citizens since 2009, has been an active real estate investor/developer for over 35 years. He is the CEO and principal of various real estate development and investment companies, based in Bowling Green, Kentucky. His companies primarily focus on multi-family, retail, and office acquisition or development throughout the Southeast. Our Board believes that Mr. Sheidler’s knowledge of the real estate industry and the markets in which Citizens has operated and his familiarity with Citizens’ personnel and history make his service as a director valuable to the Company.

  21. Peer Group Selection and Analysis

    Peer Group Selection and Analysis Since 2012, the Committee has worked with BCG to determine and utilize a peer group of publicly traded banks which is evaluated annually and updated as needed. In 2023, the Company reviewed and assessed whether the 2022 peer group needed modifications for 2023. It was determined that the 2022 peer group remained appropriate for 2023. In 2023, the peer group’s 2022 year-end asset size ranged from approximately $2.9 billion to $9.9 billion, consisting of banks located in Indiana and surrounding states. The median asset size of our 2023 peer group for year-end 2022 was $6.7 billion, with the Company’s assets at approximately $6.2 billion for the same time period (the same timeframe as the peer executive compensation reported and analyzed in BCG’s 2023 projects as applicable). Currently, the Company’s assets are approximately $6.2 billion. Our current peer group includes the following 20 financial institutions:

  22. Peer Group Selection and Analysis

    | 1st Source Corporation | Civista Bancshares, Inc. | Community Trust Bancorp, Inc. | Farmers National Banc Corp. | | First Financial Corporation | First Mid Bancshares, Inc. | Horizon Bancorp, Inc. | Independent Bank Corporation | | Lakeland Financial Corporation | Macatawa Bank Corp. | Mercantile Bank Corporation | Midland States Bancorp, Inc. | | MidWestOne Financial Group, Inc. | Nicolet Bankshares, Inc. | Park National Corporation | Peoples Bancorp Inc. | | Premier Financial Corp. | QCR Holdings, Inc. | Republic Bancorp, Inc. | Stock Yards Bancorp, Inc. |

  23. Peer Group Selection and Analysis

    The Company also reviews the compensation policies and performance of entities in the S&P Regional Banks Select Industry Index to help determine executive pay; however, the peer group identified above is used for benchmarking purposes.

  24. Executive Pay Versus Peer Performance Analysis

    Executive Pay Versus Peer Performance Analysis The Compensation/Human Resources Committee engages BCG annually to conduct a detailed pay versus performance analysis in order to measure the Company’s financial performance and evaluate its link to Executive Officer pay compared to that of the peer group executive pay and performance. The analysis conducted by BCG in 2023 was used in the decision-making process for determining executive pay and evaluating the executives’ incentive pay design. The analysis evaluates 1 and 3-year performance, and 1 and 3-year executive compensation as compared to our current peer group executives. For each time period, the analysis reviews alignment of the executive compensation of the Company’s and peer named executive officers (using each peer’s Summary Compensation Table pay) compared to financial performance. The analysis focuses on multiple performance criteria as the Company and its independent consultant feel it is important to review performance from a well-balanced perspective. The analysis evaluates six financial measures: return on average equity (ROAE), core earnings per share (EPS) growth, 1-year total shareholder return (TSR), return on average assets (ROAA), efficiency ratio, and non-performing assets to total assets ratio (NPA ratio). The 2023 pay-for-performance peer analysis conducted by BCG found that for 2022 year-end (which was the same timeframe as peer executive compensation reported and analyzed in BCG’s 2023 projects), GABC’s overall average of the six financial metrics described previously and the three-year average (2020Y – 2022Y) of the performance metrics versus peer resulted in the Company’s performance near the 65th percentile compared to peer, similar to the prior year’s findings. Based upon this review, the Compensation/Human Resources Committee concluded that the Company’s overall performance was above the peer group median, and the Company used this report to evaluate the pay-for-performance alignment and to consider if changes or modifications were needed to the current compensation package for Executive Officers. The 2023 Executive compensation assessment from BCG found that the 2023 Executive salary levels were within or above the market competitive range (defined as +/- 15% of market median). Cash compensation and direct compensation were within or below the market competitive range. Where some components of Executive compensation were below the market competitive range, the below market positioning could be explained by the Executive being new to their role or new to being a proxy-compared Executive level officer. For example, Mr. Dauby is relatively new in his role and Mr. Barrett, Mr. Beckwith, and Ms. Jackson are relatively new to being proxy-compared Executives. The link between pay and performance decreased in alignment as compared to prior years; however, again, this can be explained by the relatively recent turnover of the Executive Officer group. Once the current NEOs have longer tenure and gain additional experience specific to their roles, we will strengthen alignment between pay and performance results. The assessment also confirmed that the Company’s award opportunity levels under the short- and long-term incentive plans continue to remain competitive versus the peer group and industry practices. The Company continues to evaluate the alignment between compensation and performance for the Named Executive Officers. The pay-for-performance analysis as described above evaluates whether the Company has a compensation program design for Executive Officers that is working in accordance with the Company’s compensation philosophy. Again, it is our goal to only provide incentive rewards when strong performance warrants such payments. It also allows us to easily compare our 2023 performance to historical performance.

  25. Executive Compensation Components

    Executive Compensation Components The executive compensation program consists of three basic elements: • base salary; • short-term cash incentive awards for annual performance; and • long-term incentive awards granted under the German American Bancorp, Inc. 2019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”) for performance over a longer period (typically three years). The Company’s short- and long-term incentive plans are designed to create a pay-for-performance structure that links executive pay to long-term shareholder value and strong financial performance. The 2023 compensation studies conducted by BCG verified consistency in driving the Company’s strategy and performance through prospective incentive plans that mitigate risk and appropriately balance profitability, strategic, and quality related metrics. The BCG study continues to confirm we have adequate and appropriate compensation tools available to attract, motivate, and retain high-quality, skilled executives which provide a mix of short- and long-term compensation opportunities. As stated previously, we desire to align pay with performance and require strong financial performance for our Executive Officers to receive any payment under our short- and long-term incentive plans. Our incentive plan designs are evaluated annually and were generally found to be consistent with industry best practices. In 2023, we assessed the incentive plan alignment with company goals. The alignment was not as strong as it had been in recent years. As discussed in more detail previously, any areas for improvement regarding pay-for-performance alignment can be explained by Executive Officers being new to their role or new to being a proxy level Executive officer. The alignment will improve as the newer Executive Officers gain tenure and The adjustment necessary to reconcile adjusted net income (a non-GAAP measure) to the most directly comparable GAAP financial measure (net income of $81.8 million, as shown above) is the after-tax CUB acquisition adjustment of $14.097 million, which reflects the exclusion of (i) the “Day 1” provision expense for certain acquired loans in the amount of $6.300 million, and (ii) non-recurring acquisition expenses in the amount of $12.323 million, net of the related income tax expense in the amount of $(4.526) million. experience within their roles. We evaluate our pay-for-performance alignment annually and we believe our incentive plans for 2023 were appropriately aligned with company goals and our pay-for-performance philosophy. In 2023, we believe we continue to be well-positioned to both attract and retain executive talent, and reward high levels of performance with above market compensation. The compensation plans are designed such that if the bank does not perform well, the annual and long-term incentive plans do not pay out, and total compensation is below market competitive levels. We offer a 401(k) retirement plan and certain Named Executive Officers are also eligible for nonqualified deferred compensation plans. Messrs. Rust and Leinenbach are also each party to a supplemental executive retirement agreement with the Company’s bank subsidiary. See the “Retirement/Deferred Compensation Benefits” section below for additional information on these agreements.

  26. Executive Management Incentive Plan

    Executive Management Incentive Plan For performance during 2023, the Company continued to maintain an Executive Management Incentive Plan (the “Plan”) for certain key officers, including the Named Executive Officers. Under this Plan, the Company pays additional compensation in the form of annual cash incentive awards that are contingent upon the achievement of certain annual goals (described in this subsection), and long-term incentive awards that are contingent upon the achievement of certain long-term goals (described in the next subsection).

  27. Short-Term Cash Incentive Awards

    Short-Term Cash Incentive Awards The Plan provides each officer with a “balanced scorecard” for the short-term cash incentive award portion of the Plan. The “balanced scorecard” establishes specific corporate and shareholder-related performance goals balanced by goals from the officer’s individual area of responsibility and their expected level of contribution to the Company’s achievement of its corporate goals. The alignment with company goals were similar to past years. The balanced scorecard approach is designed to encourage a consistent, long-term management approach to enhancing shareholder value. Cash incentive payments that are authorized to be paid to eligible officers under the Executive Management Incentive Plan are payable in quarterly installments during the year following the year in which the services were performed and are contingent only upon such Executive Officer’s continued employment with the Company through the date of payment of each quarterly installment. The Plan also has a “clawback” provision which allows the Company to recoup awards under certain circumstances such as a material misstatement of financial performance. During the first quarter of 2023, the Board (by the vote of the members of the Board who are not “interested directors” within the meaning of Nasdaq’s independence rules, and at the recommendation of the Committee) established potential short-term cash incentive awards for the Named Executive Officers as percentages of their 2023 base salary (which ranged from 26.25% to 37.50% of base salary for “good” performance, depending upon the Named Executive Officer), with maximum awards (payable only for “exceptional” performance — where established goals were substantially exceeded) ranging from 61.25% to 87.50% of base salary (depending upon the Named Executive Officer). After reviewing the BCG market and peer compensation provided in the 2023 Executive Compensation Review, we determined the current short-term opportunities continued to remain competitive versus peer and market. The short-term incentive award opportunities for 2023 remain unchanged from 2022 for all Named Executive Officers except for Mr. Beckwith. The short-term incentive award opportunity for Mr. Beckwith increased from his 2022 percentage as a result of his promotion to Executive Vice President and Chief Banking Officer in 2023. Specifically, the opportunities (as a percentage of base salary) for the 2023 short-term cash incentive awards were as follows:

  28. Short-Term Cash Incentive Awards

    | | Potential 2023 Short-Term Award as Percentage of 2023 Base Salary at the Following Performance Levels | | | | Executive | Good | Very Good | Exceptional | | Mr. Dauby | 37.50% | 62.50% | 87.50% | | Mr. Rust | 30.00% | 50.00% | 70.00% | | Mr. Leinenbach | 26.25% | 43.75% | 61.25% | | Mr. Beckwith | 26.25% | 43.75% | 61.25% | | Ms. Jackson | 26.25% | 43.75% | 61.25% | | Mr. Barrett | 26.25% | 43.75% | 61.25% |

  29. Short-Term Cash Incentive Awards

    Credit is given proportionately for performance falling between the levels, but is not given for performance that is not at least at the threshold level (i.e., “good” performance). We also have a maximum payout level (i.e., for “exceptional” performance) for each executive, which effectively puts a “cap” on any awards and assists with mitigating risk in this incentive program. The Board requires that a minimum net income trigger be met before the Plan is “turned on.” Net income was chosen as the trigger because it is the most appropriate measure of bank profitability, and a prevalent metric in which to measure financial stability. If this minimum net income trigger is not achieved for the calendar year performance period, then the entire plan is not funded and no payouts are made to any participants under the Plan. For 2023, the minimum net income trigger was set at $78,800,000. For comparison, in 2022, the minimum net income trigger was $60,000,000. The Company’s goal for the short-term incentive plan design is to allow for incentive pay “upside” when strong performance warrants such payouts (as stated in our compensation philosophy). Cash incentive award criteria for services during 2023 under the scorecards were based on the following weightings for the Named Executive Officers:

  30. Short-Term Cash Incentive Awards

    | Short-term Cash Incentive Award Criteria | Percentage of Potential Award | | Corporate Operating Results: Formula assessments of 2023 corporate performance, which assists in measuring the alignment of executive and shareholder interests. | 80% | | Judgmental/Individual Criteria: Formula and/or judgmental assessments of personal or area of responsibility performance during 2023. | 20% | | Total | 100% |

  31. Short-term Cash Incentive Corporate Performance Scorecard Metrics

    Short-term Cash Incentive Corporate Performance Scorecard Metrics Corporate Operating Measures (80% weighting) For 2023, the corporate performance metrics listed below were used. When selecting the five performance measures, the Company’s goals, strategic plan, and industry standards were taken into consideration. The Company strongly believes in a balanced scorecard approach, which takes into consideration increasing shareholder value, quality vs. cost ratios, loan growth, deposit growth, etc. We use a balance of profitability/ growth related metrics along with quality measures to best measure overall financial performance. While the five short-term corporate performance criteria for 2023 (summarized in the table below) have, generally, remained unchanged since 2015, modifications have been made to certain criteria in past years. Specifically, in 2022, earnings per share growth and the efficiency ratio were each modified and assessed on an “as adjusted” basis to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. For that year, the non-interested members of the Board determined that the failure to make those adjustments, which were intended to exclude the impact of items that the Company and the Board consider as being unrepresentative of the Company’s core operating performance, may inappropriately penalize the Named Executive Officers for expenses that were not indicative of actual performance. In addition, the Board believes that making these adjustments may more effectively align management incentives with the Company’s strategy to continue the expansion of its business through mergers and acquisitions. For 2023, the performance measures set forth below were viewed as being appropriately aligned with our strategic goals.

  32. Short-term Cash Incentive Corporate Performance Scorecard Metrics

    | Corporate Operating Measures | Percentage Weighting | | Income/revenue measures (applied to all Executive Officers): | | | Earnings per common share growth | 25% | | Efficiency ratio | 10% | | Consolidated balance sheet measures (applied to all Executive Officers): | | | Growth in core organic taxable loans | 20% | | Growth in core organic deposits and repurchase agreements | 15% | | Non-performing assets to total assets ratio | 10% | | Total | 80% |

  33. Short-term Cash Incentive Corporate Performance Scorecard Metrics

    Judgmental/Individual Measures (20% weighting) For 2023, judgmental/individual measures (20% weight for Executive Officers) were based on overall performance of the executive, including business unit or department performance. The criteria relating to business unit performance or departmental performance (if such performance was applicable to a particular Executive Officer’s scorecard) were focused on performance of the business unit or department headed by each executive. Criteria are determined annually based on the strategic goals of the executive’s respective business unit or department. Consistent with prior years, these criteria were assigned a weighting percentage based on the executive’s position and authority. Final performance was based on the Board’s assessment for the CEO (Mr. Dauby) and the CEO’s assessment for the performance of Mr. Rust, Mr. Leinenbach, Mr. Beckwith, Ms. Jackson, and Mr. Barrett, with Mr. Rust, as President, providing input for each of Mr. Leinenbach, Mr. Beckwith, Ms. Jackson, and Mr. Barrett. Similar to prior years, the Committee established the annual target levels of achievement to be challenging yet reasonably attainable, with threshold awards (i.e., “good” performance”) set at expected levels of attainment, and maximum awards (i.e., “exceptional” performance) set at an extremely difficult level to achieve. This was assessed using a combination of budget, our historical performance, peer group performance, and the Company’s best estimates for 2023 performance. When setting the target level for each corporate measure, however, the Company did not necessarily attempt to tie that level to the Company’s expectations for 2023; therefore, some of the measures require the achievement of greater-than-expected corporate performance at the targeted level, and some will reward achievement of lesser-than-expected corporate performance at the targeted level. Overall, however, and on a balanced approach when weighing all of the formula and judgmental performance factors (income statement, balance sheet, and personal) in accordance with the scorecard weights, the Company believes that the target levels are appropriately challenging. In selecting the 2023 performance measures, the Committee also noted the following: • We defined core organic taxable loan growth to mean the growth in the average balance of our consolidated core organic taxable loans in December 2023 as compared to our average balances of our consolidated core organic taxable loans in December 2022. • We defined core organic deposit and repurchase agreement growth to mean the growth in the average balance of our consolidated core organic deposits and repurchase agreements in December 2023 as compared to our average balances of our consolidated core organic deposits and repurchase agreements in December 2022. • We determined the non-performing assets to total assets ratio based on the average of the four quarter-end ratios during the year.

  34. Short-Term Cash Incentive 2023 Actual Performance

    Short-Term Cash Incentive 2023 Actual Performance In the first quarter of 2024, the Board, upon the recommendation of the Committee, determined the short-term cash incentive award amounts payable in 2024 to the Named Executive Officers, including the CEO, for their services during 2023. The incentive amounts paid for 2023 performance are included in the Summary Compensation Table. The Committee’s recommendations were based on the Committee’s assessment of the degree to which the corporate and personal goals established by the 2023 scorecards of the Named Executive Officers were achieved. The Named Executive Officers received awards that were determined in accordance with the formulas relating to the short-term corporate performance criteria and judgment of job performance established by the respective 2023 scorecards. The 2023 actual short-term cash incentive payouts that were earned and paid ranged from 28.3% to 40.8% of year-end salary for the Named Executive Officers. These awards were based on the following performance levels:

  35. Short-Term Cash Incentive 2023 Actual Performance

    | Corporate Operating Measures | 2023 Result | | Net income “trigger” | Exceeded | | Income/revenue measures: | | | Earnings per common share growth | Below Good (Threshold) | | Efficiency ratio | Between Good & Very Good | | Consolidated balance sheet measures: | | | Growth in core organic taxable loans | Between Good & Very Good | | Growth in core organic deposits and repurchase agreements | Below Good (Threshold) | | Non-performing assets to total assets ratio | Above Exceptional | | Overall short-term incentive performance | Between Good & Very Good |

  36. Long-Term Incentive Awards

    Long-Term Incentive Awards The 2023 LTI Plan provides for the potential award of incentive and non-qualified stock options and other equity-based awards, including restricted stock (“LTI Awards”). In recent years, restricted stock awards have been awarded as the equity vehicle under the LTI Plan. The use of Restricted Stock, or full-value equity grants, is very prevalent within the banking industry based on our independent compensation consulting studies and regulatory best practices. As such, we felt it was appropriate from a market competitive standpoint to again utilize this type of equity award in 2023. The LTI performance awards to our Named Executive Officers (for 2023 performance) were paid out as 100% equity, in the form of restricted stock grants. The Company discontinued paying a portion of the annual LTI awards in cash to NEOs beginning in 2020 and this practice has continued since that time. The purpose of granting LTI Awards is to provide long-term incentive compensation to complement the short-term focus of annual cash incentive awards. The Company believes the LTI plan encourages prudent long-term business planning decisions and serves as a valuable retention tool to motivate and reward Executive Officers’ long-term behavior. The Company continues to utilize a Management Long-Term Incentive Plan Balanced Scorecard approach for the Named Executive Officers. A payout “scorecard” for LTI Awards is established upon recommendation of the Committee based upon the Named Executive Officer’s level of responsibility. The awards are earned in proportion to the extent to which the Company has achieved certain corporate financial performance metrics versus peer on a three-year average period ending in the year for which the scorecard is established. The Committee maintains a “clawback” provision in the Plan, where all LTI Awards earned are subject to “clawback” under certain circumstances, such as a material misstatement of financial performance. Also, as an additional executive retention tool and in support of the “clawback” provision, the LTI Award grants are subject to a three-year vesting schedule. As such, 1/3 of any LTI award that is granted vests 1/3 per year following the date of grant. During the first quarter of 2023, the Board (by the vote of the members of the Board who are not “interested directors” within the meaning of the rules of the Nasdaq Stock Market, Inc., and at the recommendation of the Committee) established threshold long-term incentive awards for Named Executive Officers as percentages of their 2023 base salary (which ranged from 26.25% to 37.50% of base salary for “good” performance, depending upon the Named Executive Officer), with maximum awards (payable only for “exceptional” performance — where established goals were substantially exceeded) ranging from 61.25% to 87.50% of base salary (depending upon the Named Executive Officer). The long-term incentive award opportunities for 2023 remain unchanged from 2022 for all Named Executive Officers except for Mr. Beckwith. The long-term incentive award opportunity for Mr. Beckwith increased from his 2022 percentage as a result of his promotion to Executive Vice President and Chief Banking Officer in 2023. The opportunities (as a percentage of base salary) for the 2023 long-term equity incentive awards were as follows:

  37. Long-Term Incentive Awards

    | | Potential 2023 Long-Term Incentive Award as Percentage of 2023 Base Salary at the Following Performance Levels | | | | Executive | Good | Very Good | Exceptional | | Mr. Dauby | 37.50% | 62.50% | 87.50% | | Mr. Rust | 30.00% | 50.00% | 70.00% | | Mr. Leinenbach | 26.25% | 43.75% | 61.25% | | Mr. Beckwith | 26.25% | 43.75% | 61.25% | | Ms. Jackson | 26.25% | 43.75% | 61.25% | | Mr. Barrett | 26.25% | 43.75% | 61.25% |

  38. Long-Term Incentive Awards

    Similar to the short-term cash incentive program, credit is given proportionally for performance falling between the levels, but is not given for performance that is not at least at the threshold level (i.e., “good” performance) or for that portion of performance that exceeds the maximum payout level (i.e., “exceptional” performance). LTI awards for services during the three-year period of 2021-2023 under the scorecards were based on the long-term corporate performance criteria set forth in the table below, which are reviewed annually (the “Long-Term Corporate Performance Criteria”). While these performance criteria have, generally, remained unchanged over recent years, certain modifications have been made in the past. Specifically, for 2022, each measure was modified and assessed on an “as adjusted” basis to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. As stated previously, the non-interested members of the Board determined that the failure to make these adjustments, which were intended to exclude the impact of items that the Company and the Board consider as being unrepresentative of the Company’s core operating performance, may inappropriately penalize the Named Executive Officers for expenses that were not indicative of actual performance. In addition, the Board believes that making these adjustments may more effectively align management incentives with the Company’s strategy to continue the expansion of its business through mergers and acquisitions. For 2023, the performance measures set forth below were viewed as being appropriately aligned with our long-term strategic goals.

  39. Long-Term Incentive Awards

    | Long-term Corporate Performance Criteria | Percentage of Potential Award | | Adjusted return on equity | 331∕3% | | Adjusted return on assets | 331∕3% | | Adjusted earnings per common share growth | 331∕3% | | Total | 100% |

  40. Long-Term Incentive Awards

    Similar to the short-term cash incentive awards, the Committee establishes targets for LTI Awards that are very challenging, but reasonably attainable, with threshold (i.e., “good” performance) awards set at expected levels of attainment, and maximum (i.e., “exceptional” performance) awards set at an extremely difficult level of attainment. In measuring performance for each of the above metrics, the Committee notes the following: • Return on Equity Measurement: We measured the extent to which the Company achieved the return on equity metric for the three-year period of 2021-2023 by determining an annual percentile ranking of the Company’s return on equity in comparison to our publicly-held peer group of banks for each of the three years. As noted above, the Company’s return on equity for 2022 was adjusted to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. Similarly, for the peer group companies, a determination was made as to which companies, if any, completed a merger or acquisition transaction during the calendar years 2022 or 2023, with each impacted peer’s return on equity being adjusted in a manner similar to the adjustments made to the Company’s 2022 return, using amounts reported in the peer company’s SEC filings. We then averaged the Company’s annual percentile ranking for each year to determine a three-year average result. • Return on Assets Measurement: We measured the extent to which the Company achieved the return on assets metric for the three-year period of 2021-2023 by determining an annual percentile ranking of the Company’s return on assets in comparison to our publicly-held peer group of banks for each of the three years. As noted above, the Company’s return on assets for 2022 was adjusted to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. Similarly, for the peer group companies, the adjustments discussed above were also made to each impacted peer’s return on assets. We then averaged the Company’s annual percentile ranking for each year to determine a three-year average result. • Earnings per Common Share Growth Measurement: We measured the extent to which the Company achieved the earnings per common share growth, or EPS growth rate, metric by measuring the Company’s annual adjusted EPS growth rate against Board established internal goals for each of the three years. As noted above, for purposes of this metric, the Company’s earnings were adjusted for 2022 to exclude the impact of transaction-related expenses incurred in connection with its merger with CUB. We then averaged the Company’s annual EPS growth rate level of achievement for each year to determine a three-year average result. In addition, the LTI Awards are further subject to a minimum net income trigger that is the same as the short-term cash incentive award trigger. If the minimum net income trigger of $78,800,000 was not achieved for 2023, then no LTI awards would have been granted under the Plan. For purposes of the above, our peer group for 2023 is the group of publicly traded banks shown previously. For 2022 and 2021, the peer group used was the group of publicly traded banks disclosed in the applicable year’s proxy disclosure. For more information on our LTI plan metrics, see the Company’s Current Report on Form 8-K filed with the SEC on March 3, 2023. During the first quarter of 2024, the Board determined that the corporate goals established by the scorecards for the LTI Awards resulted in the following for 2021-2023 performance:

  41. Long-Term Incentive Awards

    | Long-term Incentive Measures | 2021 – 2023 Result | | Net income “trigger” | Exceeded | | Adjusted return on equity | Between Very Good & Exceptional | | Adjusted return on assets | Between Good & Very Good | | Adjusted earnings per common share growth | Between Very Good & Exceptional | | Overall long-term incentive performance | Between Very Good & Exceptional |

  42. Long-Term Incentive Awards

    As a result, the Board approved the grant of Restricted Stock Awards to the Named Executive Officers, in satisfaction of their 2023 earned LTI Awards (based on the three-year average percentile rankings), ranging from 47.5% to 67.8% of salary for the Named Executive Officers. Each Restricted Stock Award consisted of newly-issued common stock of the Company (subject to certain restrictions and forfeiture conditions) having an aggregate fair market value equal to each Named Executive Officer’s total LTI Award earned in 2023, which was determined by dividing the dollar value of the award by the market price the Company stock as of the close of trading on March 14, 2024 (rounded up to the nearest whole number of shares). Holders of the common stock issued as part of the Restricted Stock Award are entitled to dividends on such shares unless and until the shares are forfeited in accordance with the terms of the Restricted Stock Awards.

  43. Vesting and Retention Provisions Applicable to LTI Awards

    Vesting and Retention Provisions Applicable to LTI Awards The LTI Awards earned in 2023 (consisting solely of Restricted Stock Awards) will vest, assuming the continued service of each of the holders through such vesting date, as follows: 1/3 on March 15, 2025, 1/3 on March 15, 2026, and 1/3 on March 15, 2027. This straight-line three-year vesting schedule is consistent with industry standards. Vesting of such LTI Awards will be accelerated in the event of the holder’s death or disability while in the service of the Company or upon such other event as determined by the Committee in its sole discretion. Vesting will also be accelerated upon certain extraordinary events (such as a change in control). Unvested shares issued as Restricted Stock Awards must be retained by the Named Executive Officer subject to the “clawback” and forfeiture provisions applicable to such shares, and therefore may not be sold, pledged, or otherwise transferred or hedged during the vesting periods. At least 95 percent of the shares underlying awards granted under the 2019 LTI Plan are required to have a one-year minimum vesting period, subject to the Compensation/Human Resources Committee’s authority under the 2019 LTI Plan to vest awards earlier, as the Committee deems appropriate.

  44. Repricing and Underwater Grant Buyback Prohibitions

    Repricing and Underwater Grant Buyback Prohibitions Our 2019 LTI Plan does not allow repricing or cash buybacks of stock options or stock appreciation rights (“SAR”), without shareholder approval. Specifically, without shareholder approval, no stock option or SAR award may be (i) amended to decrease the exercise price, (ii) cancelled in exchange for a replacement option or SAR with a lower exercise price, or (iii) purchased or cancelled in exchange for cash, other property or grant of a restricted stock award at a time when the per share exercise price of the option or SAR award is greater than the fair market value of a share of our common stock.

  45. Other 2019 LTI Plan Governance Features

    Other 2019 LTI Plan Governance Features The Company desires to promote best practices by reinforcing the alignment between equity compensation arrangements with the interests of our shareholders. To this end, important governance features were incorporated into the 2019 LTI Plan, including, but not limited to, the items below: • No liberal share recycling is allowed. Shares of common stock are not allowed to be added back to the plan reserve for future grants under certain circumstances, as described in the 2019 LTI Plan. • No tax gross-ups. • Material amendments require shareholder approval. • No evergreen provision. The 2019 LTI Plan does not contain an “evergreen” feature that automatically replenishes the shares available for future grants. • No automatic grants or reload grants. The 2019 LTI Plan does not provide for “reload” or other automatic grants to any participant.

  46. Retirement/Deferred Compensation Benefits

    Retirement/Deferred Compensation Benefits German American Bancorp 401(k) Savings Plan. The German American Bancorp 401(k) Savings Plan (the “401(k) Plan”) is a tax-qualified defined contribution plan that enables eligible employees to defer income taxation on up to 60% of their compensation (not to exceed $22,500 for 2023 or $30,000 for employees age 50 or older). We currently provide fully vested matching contributions equal to 100% of each employee’s pre-tax contributions up to the first 3% of compensation plus 50% of the employee’s pre-tax contributions up to the next 2% of compensation. As mentioned previously, the 401(k) plan automatically enrolls all employees at the 5% contribution level in order to get the full 4% match. Participants in the plan direct the investment of their account balances and are eligible for loans, certain in-service withdrawals, and distributions upon termination of employment. All Named Executive Officers participate in the 401(k) Plan. German American Bancorp Nonqualified Savings Plan. Under the German American Bancorp Nonqualified Savings Plan, established in 2004 (the “Nonqualified Savings Plan”), highly compensated or management employees of the Company and its subsidiaries who are specifically designated from time to time by the Committee as eligible to participate in the Plan may, through payroll deduction, make employee deferral contributions between 1% and 60% of their regular earnings. Participants in the plan direct the investment of their account balances. The Plan was amended in 2008 to bring it into technical compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended. We make matching contributions under the Nonqualified Savings Plan according to the following formula: • 100% of the first 3% of the participant’s eligible compensation contributed to the Nonqualified Savings Plan and the 401(k) Plan as “Deferral Contributions” (as defined under the respective plans) for the plan year, plus • 50% of the next 2% of the participant’s eligible compensation contributed to the Nonqualified Savings Plan and the 401(k) Plan as “Deferral Contributions” (as defined under the respective plans) for the plan year. In no event, however, may the aggregate employer matching contributions on behalf of any participant in any plan year, considering both the matching contribution under the Nonqualified Savings Plan and any employer matching contribution under the 401(k) Plan, exceed 4% of such participant’s eligible compensation. As elected by the participant, each participant (or his or her beneficiary) will receive a lump sum distribution or series of installment distributions from the Nonqualified Savings Plan, beginning upon termination of employment, retirement or early retirement. The Nonqualified Savings Plan contains certain provisions that may accelerate the timing of distributions in the event of death, disability or certain changes in control of the Company. During 2023, Mr. Dauby, Mr. Rust, Mr. Leinenbach, Ms. Jackson, and Mr. Barrett each had an account under the Nonqualified Savings Plan. Supplemental Executive Retirement Agreements. Mr. Rust is party to an Executive Supplemental Retirement Income Agreement with the Company’s bank subsidiary that provides for a supplemental retirement benefit in the fixed amount of $26,340 per year for fifteen years and an additional death benefit of $10,000. Mr. Rust is 100% vested in the benefit and amounts become payable upon his death, disability, termination of employment, or retirement. The arrangement constitutes a non-qualified deferred compensation plan. The benefit is forfeited in the event he is terminated for “Cause” as described in the agreement. Except in cases of death or disability, the benefit will commence on the first day of the month following his 65th birthday. If he terminates employment prior to age 65 but after age 60, he may elect to commence benefits prior to age 65 but a reduction will be applied equal to 6% per year for each year in which benefits are commenced prior to age 65. Death benefits, including a $10,000 burial benefit, are payable to Mr. Rust’s beneficiary under the plan. This plan was amended in December 2008 to bring the arrangement into technical compliance with requirements of Section 409A of the Internal Revenue Code of 1986, as amended. As part of the Company’s on-going succession planning for its Executive Officers, the Company’s bank subsidiary entered into Supplemental Executive Retirement Agreement with Mr. Leinenbach to ensure an orderly transition of his responsibilities by incentivizing him to delay his expected retirement date. Specifically, the agreement with Mr. Leinenbach, which was entered into in August 2017, provides that, so long as he remained employed by the bank subsidiary through a retention date of December 31, 2023 (the “Retention Date”), which date represents the last day of the month in which his 65th birthday occurred, he will receive a supplemental retirement benefit in the amount of $500,000, plus interest. The retirement benefit will be paid in monthly installments, over a ten-year period that commences on January 1, 2025. The arrangement constitutes a non-qualified deferred compensation plan. It is intended that amounts payable under this agreement shall either be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, so as not to subject Mr. Leinenbach to the payment of any interest, penalties or additional tax imposed under Section 409A.

  47. Risk Assessment

    Risk Assessment We believe that our compensatory plans or programs provide appropriate incentives for all of our employees, including but not limited to our employees engaged in marketing and selling particular types of banking, insurance, securities, or other financial products or services, and our Executive Officers. We also believe that those plans and programs, considered individually and as a whole, neither encourage excessive or unnecessary risk that would adversely affect the long-term value or performance of our Company nor encourage employees to manipulate earnings in order to enhance the benefits payable under such plans or programs. We believe that our annually-reconstituted Management Incentive Plan, including that of our Executive Officers (described above under the heading “Compensation Discussion and Analysis,” and considering both the short-term and long-term award structures created by that Plan), is well designed to align our strategic objectives with short-term and long-term shareholder value and to not encourage risky employee behavior, because: • the corporate performance metrics (as specified by the balanced scorecards) take into consideration: • balance sheet, income statement, and equity factors, and • threshold goals under such scorecards were (are) reasonably achievable with good performance, and therefore were sufficiently challenging but not overly difficult, and • specified performance metrics did (do) not include steep cliffs for not achieving nor exponential upside to achieving them (we pro-rate awards between various performance levels); • based on peer group comparisons, the incentives payable to our Executive Officers under their balanced scorecards were (are) capped at reasonable levels and the maximum (exceptional) awards represent an appropriate portion of total pay; • our inclusion of an award based on a three-year performance period discourages activities that do not benefit us over a long term; and • denomination of long-term awards in payments of restricted Company stock and additional vesting terms gives further incentive to our executives to focus on sustained value creation. Similarly, we believe that the compensation programs available to our employees generally, and in our investments and insurance areas in particular (such as permitted payments for referrals, account opening incentives, and insurance, mortgage loan, and brokerage commissions and other payments based on products and services sold or provided or business developed or produced) are appropriately aligned with our Company’s strategy and objectives for long-term value creation for shareholders, and properly reward various performance outcomes.

  48. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  49. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | D. Neil Dauby, Chairman and Chief Executive Officer | 2023 | 625,000 | ― | 423,754 | ― | 254,688 | ― | 114,673 | 1,418,115 | | | 2022 | 580,000 | ― | 403,122 | ― | 297,540 | ― | 93,389 | 1,374,051 | | | 2021 | 425,000 | ― | 243,000 | | 244,440 | ― | 59,146 | 971,586 | | Bradley M. Rust, President and Chief Financial Officer | 2023 | 450,000 | ― | 244,086 | ― | 151,020 | 13,844 | 92,287 | 951,237 | | | 2022 | 440,000 | ― | 244,652 | ― | 184,448 | 13,302 | 84,449 | 966,851 | | | 2021 | 375,000 | ― | 202,513 | ― | 203,700 | 12,781 | 64,727 | 858,721 | | Keith A. Leinenbach, Executive Vice President and Chief Credit Officer | 2023 | 350,000 | ― | 166,115 | ― | 102,778 | ― | 77,477 | 696,370 | | | 2022 | 340,000 | ― | 165,434 | ― | 123,522 | ― | 73,225 | 702,181 | | | 2021 | 310,000 | ― | 146,501 | ― | 147,343 | ― | 60,562 | 664,406 | | Michael F. Beckwith, Executive Vice President and Chief Banking Officer | 2023 | 350,000 | ― | 166,115 | ― | 100,328 | ― | 56,806 | 673,249 | | Amy D. Jackson, Executive Vice President and Chief Administrative Officer | 2023 | 300,000 | ― | 142,389 | ― | 87,045 | ― | 52,287 | 581,721 | | | 2022 | 265,000 | ― | 128,950 | ― | 96,275 | ― | 34,393 | 524,618 | | Clay M. Barrett, Executive Vice President and Chief Digital and Information Officer | 2023 | 275,000 | ― | 130,526 | ― | 77,866 | ― | 49,905 | 533,297 | | | 2022 | 250,000 | ― | 121,681 | ― | 89,950 | ― | 28,716 | 490,347 |

  50. SUMMARY COMPENSATION TABLE

    (1) No discretionary bonus payments were made to the Named Executive Officers in any of the years presented. (2) Amounts reported in this column represent the value of the long-term incentive awards granted under the Executive Management Incentive Plan in effect for the three-year performance periods ending December 31, 2023, December 31, 2022, and December 31, 2021, as applicable, which are payable in shares of restricted stock determined on the related grant date. The “Long-Term Incentive Awards” section of the “Compensation Discussion and Analysis” provides additional details. The LTI restricted stock awards related to the amounts in this column vest over a three-year period. In each case, vesting is subject to continued service. We report these awards for purposes of our Summary Compensation Table as being awarded in the final year of the related three-year performance period, even though we accrue the related expense in different time periods for financial reporting purposes. The amounts are reported with respect to the year in which they were ultimately earned. For a discussion of the assumptions used in the calculation of the stock awards reported in this column, please see Note 8 of the Notes to Consolidated Financial Statements in the Company’s 2023 Annual Report on Form 10-K. No stock options were granted to the Named Executive Officers in any of the years presented. The amounts in this column represent short-term cash incentive awards that were earned based on performance during 2021, 2022, and 2023, respectively and as applicable, under the Company’s Management Incentive Plan. The “Short-Term Cash Incentive Awards” section of “Compensation Discussion and Analysis” provides additional details. These short-term cash incentive awards are generally paid (subject to the executive’s continued employment) to the executive in quarterly installments during the year following the year in which they were earned (for instance, 2023 amounts will be paid in 2024). (5) With respect to Mr. Rust, the amounts specified in Column (h) reflect the increase in the present value of his accrued benefit under an Executive Supplemental Retirement Income Agreement of $12,781 for 2021, $13,302 for 2022, and $13,844 for 2023. (6) The amounts specified in Column (i) include the following:

  51. SUMMARY COMPENSATION TABLE

    | Name | Year | Perquisites & Other Personal Benefits(a) ($) | Relocation Expense Reimbursement ($) | Payments/ Accruals on Termination Plans ($) | Company Contributions to Defined Contribution Plans ($) | Cash Dividends on Restricted Stock ($) | Life Insurance Premiums(b) ($) | | D. Neil Dauby | 2023 | 55,064 | | | 43,698 | 14,730 | 1,181 | | | 2022 | 48,308 | ― | ― | 37,541 | 6,818 | 722 | | | 2021 | 31,163 | ― | ― | 24,194 | 3,067 | 722 | | Bradley M. Rust | 2023 | 50,161 | | | 30,936 | 10,468 | 722 | | | 2022 | 47,178 | ― | ― | 30,252 | 6,297 | 722 | | | 2021 | 37,897 | ― | ― | 22,642 | 3,466 | 722 | | Keith A. Leinenbach | 2023 | 44,115 | | | 23,761 | 7,467 | 2,134 | | | 2022 | 43,608 | ― | ― | 23,673 | 4,835 | 1,109 | | | 2021 | 38,752 | ― | ― | 17,893 | 2,808 | 1,109 | | Michael F. Beckwith | 2023 | 32,577 | | | 20,716 | 3,127 | 386 | | Amy D. Jackson | 2023 | 30,311 | | | 17,712 | 4,012 | 252 | | | 2022 | 18,952 | ― | ― | 13,746 | 1,443 | 252 | | Clay M. Barrett | 2023 | 29,957 | | | 16,143 | 3,553 | 252 | | | 2022 | 17,149 | ― | ― | 10,257 | 1,058 | 252 |

  52. SUMMARY COMPENSATION TABLE

    (a) Amounts include (i) imputed income from personal use of automobile provided by the Company, (ii) Service Award Value, (iii) Service Award Cash, (iv) a 5% discount off the market price of Company stock purchased by the Named Executive Officers under the Company’s Employee Stock Purchase Plan, (v) a cash “retirement allowance” (intended to help salaried employees defray the cost of saving for retirement following the elimination in 2004 of a Company-funded retirement contribution to the Profit Sharing Plan) for each year (and which, for 2023, was provided in the following amounts: $52,022 (Mr. Dauby), $36,828 (Mr. Rust), $28,287 (Mr. Leinenbach), $24,662 (Mr. Beckwith), $21,086 (Ms. Jackson) and $19,218 (Mr. Barrett); for 2022, was provided in the following amounts: $44,692 (Mr. Dauby), $36,014 (Mr. Rust), $28,182 (Mr. Leinenbach), $18,852 (Ms. Jackson) and $16,789 (Mr. Barrett); and for 2021, was provided in the following amounts: $28,808 (Mr. Dauby), $26,955 (Mr. Rust), and $22,944 (Mr. Leinenbach), and are included in the Named Executive Officers’ paychecks throughout the year), and (vi) a “longevity payment,” paid in November of each year. (b) The Named Executive Officers receive group term life insurance coverage equal to their base salary. The amounts in this column reflect the imputed income on the premiums for the Named Executive Officers’ coverage.

  53. Grants of Plan-Based Awards

    Grants of Plan-Based Awards As noted above under the “Compensation Discussion and Analysis” section on “Compensation Components,” our Board, at its February 27, 2023 board meeting, adopted “balanced scorecards” that substantially established, for each of our then-current Named Executive Officers, the Board’s performance levels during the one- and three-year periods ending December 31, 2023, by which they would be considered for short-term and long-term incentive awards after the conclusion of 2023. At the meeting held February 27, 2023, and based on the extent to which the Board deemed the performance criteria to be satisfied, the Board authorized (a) the payment of short-term incentive awards (payable quarterly in 2024 in cash) to the Named Executive Officers for 2023 performance, and (b) the issuance of restricted shares as LTI Awards (to be issued on March 15, 2024, based on Company stock prices at the close of trading on March 14, 2024) based upon performance for the three-year performance period ending December 31, 2023. The following table provides additional information regarding grants of plan-based awards made to the Named Executive Officers during the year ending December 31, 2023 (based on the good, very good, and exceptional award levels as they existed as of December 31, 2023 under the balanced scorecards for such grants).

  54. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS

  55. GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Awards: Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Share) | | Name | Grant Date* | Good ($) | Very Good ($) | Exceptional ($) | Good (#) | Very Good (#) | Exceptional (#) | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | D. Neil Dauby | 2-27-23 | 234,375 | 390,625 | 546,875 | 7,231 | 12,052 | 16,873 | — | ― | ― | | Bradley M. Rust | 2-27-23 | 135,000 | 225,000 | 315,000 | 4,165 | 6,942 | 9,719 | ― | ― | ― | | Michael F. Beckwith | 2-27-23 | 91,875 | 153,125 | 214,375 | 2,834 | 4,724 | 6,614 | ― | ― | ― | | Keith A. Leinenbach | 2-27-23 | 91,875 | 153,125 | 214,375 | 2,834 | 4,724 | 6,614 | ― | ― | ― | | Amy D. Jackson | 2-27-23 | 78,750 | 131,250 | 183,750 | 2,429 | 4,049 | 5,669 | ― | ― | ― | | Clay M. Barrett | 2-27-23 | 72,188 | 120,313 | 168,438 | 2,227 | 3,712 | 5,197 | ― | ― | ― |

  56. GRANTS OF PLAN-BASED AWARDS

    * As explained above, the grants of short-term awards and long-term awards with respect to 2023 performance were approved on March 4, 2024, but such 2023 grants were awarded with reference to performance goals that were substantially established at a meeting of the Board held on February 27, 2023. Solely for purposes of this presentation, the “grant date” is considered to be the date of the substantial establishment of the balanced scorecard performance goals at the February 27, 2023 meeting of the Board. (1) These columns reflect the estimated good, very good, and exceptional levels of the potential grants under the short-term incentive plan calculated using year-end 2023 salaries (under the balanced scorecard performance goals that were substantially established by Board action on February 27, 2023). The actual amounts of the awards (as fixed by action of the Board on March 4, 2024) have been reported in the Summary Compensation Table. (2) These columns reflect the estimated good, very good, and exceptional levels of restricted shares that could have been awarded under the long-term incentive plan calculated using year-end 2023 salaries (under the balanced scorecard performance goals that were substantially established by Board action on February 27, 2023). The estimated number of restricted shares was determined by taking the projected long-term incentive award and dividing this amount by the market price of the Company’s common shares at the end of the Fiscal Year (based on the Nasdaq Official Closing Price of $32.41 for the Company’s common shares on December 29, 2023), then rounded up to the nearest whole number of shares.

  57. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information on stock relating to grants becoming vested in 2023 with respect to the Named Executive Officers. The stock grants reported below consist of the following: one-third of the LTI restricted stock awards granted on March 15, 2021 (based on performance for the three-year period ending December 31, 2020), which vested effective March 15, 2023 (for Messrs. Dauby, Rust, and Leinenbach); • 50% of the LTI restricted stock awards granted on March 15, 2021 (based on performance for the three-year period ending December 31, 2020), which vested effective December 5, 2023 (for Ms. Jackson and Messrs. Beckwith and Barrett); • one-third of the LTI restricted stock awards granted on March 15, 2022 (based on performance for the three-year period ending December 31, 2021), which vested effective March 15, 2023 (for Messrs. Dauby, Rust, and Leinenbach); and • 50% of the LTI restricted stock awards granted on March 15, 2022 (based on performance for the three-year period ending December 31, 2021), which vested effective December 5, 2023 (for Ms. Jackson and Messrs. Beckwith and Barrett).

  58. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  59. OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | D. Neil Dauby | ― | ― | 3,037 | 103,167 | | Bradley M. Rust | ― | ― | 2,698 | 91,651 | | Keith A. Leinenbach | ― | ― | 2,071 | 70,352 | | Michael F. Beckwith | ― | ― | 1,056 | 31,881 | | Amy D. Jackson | ― | ― | 710 | 21,435 | | Clay M. Barrett | ― | ― | 525 | 15,850 |

  60. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table includes information regarding the outstanding equity awards of our Named Executive Officers at December 31, 2023. For this purpose, the number of Stock Awards reported in column (g) represents (a) the unvested portions of the restricted shares granted in March 2022 (with respect to corporate performance during the three-year period ended December 31, 2021), (b) the unvested portions of the restricted shares issued in March 2023 (with respect to corporate performance during the three-year period ended December 31, 2022), and (c) all of the restricted shares issued in March 2024 (with respect to corporate performance during the three-year period ended December 31, 2023). The long-term corporate performance scorecards for the three-year period ended December 31, 2023, were established by Board action on February 27, 2023. The dollar values of the 2023 scorecard performance targets were determinable as of December 31, 2023 and, therefore, the number of shares actually issued March 15, 2024, in satisfaction of those dollar values (based on the March 14, 2024 fair market value of our common shares) are included in the column (g) figures as if they had been awarded effective December 31, 2023.

  61. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  62. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | D. Neil Dauby | ― | ― | ― | ― | ― | 29,224 | 947,150 | ― | ― | | Bradley M. Rust | ― | ― | ― | ― | ― | 18,247 | 591,385 | ― | ― | | Keith A. Leinenbach | ― | ― | ― | ― | ― | 12,532 | 406,162 | ― | ― | | Michael F. Beckwith | ― | ― | ― | ― | ― | 7,763 | 251,599 | ― | ― | | Amy D. Jackson | ― | ― | ― | ― | ― | 8,716 | 282,486 | ― | ― | | Clay M. Barrett | ― | ― | ― | ― | ― | 8,016 | 259,799 | ― | ― |

  63. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation As noted under “Compensation Discussion and Analysis” above under the section entitled “Retirement/ Deferred Compensation Benefits,” the Named Executive Officers participated in the Nonqualified Savings Plan in 2023. In addition, Messrs. Rust and Leinenbach are also each party to a supplemental executive retirement agreement with the Company’s bank subsidiary that provides for certain supplemental retirement benefits (which, as defined benefits, are disclosed in the “Pension Benefits” section below). The following table provides information regarding nonqualified deferred contribution and earnings credits for 2023 with respect to the Named Executive Officers.

  64. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION

  65. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings (Loss) in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at last FYE ($)(3) | | (a) | (b) | (c) | (d) | (e) | (f) | | D. Neil Dauby | 67,355 | 30,498 | 39,305 | ― | 222,975 | | Bradley M. Rust | 19,392 | 17,736 | 6,519 | ― | 154,349 | | Keith A. Leinenbach | 7,533 | 10,561 | 5,064 | ― | 68,565 | | Michael F. Beckwith | 26,000 | 7,516 | 11,323 | ― | 92,625 | | Amy D. Jackson | 6,411 | 4,512 | 1,979 | ― | 17,367 | | Clay M. Barrett | 8,825 | 2,943 | 7,290 | ― | 47,488 |

  66. NONQUALIFIED DEFERRED COMPENSATION

    (1) Amounts in column (c) represent the matching contributions accrued under the Nonqualified Savings Plan in 2023 that will be contributed in 2024, such amounts are also included in “All Other Compensation” (column (i)) of the Summary Compensation Table. Earnings (losses) reported in column (d) represent the change in market value of the investments in which the Named Executive Officers direct the investment of their accounts. The amounts in column (f) include compensation in the amount of $55,605 for Mr. Dauby, $89,814 for Mr. Rust, $47,548 for Mr. Leinenbach, $3,636 for Ms. Jackson, and $1,903 for Mr. Barrett that, in each case, was included in the Summary Compensation Table for years prior to 2023.

  67. Pension Benefits

    Pension Benefits Mr. Rust is party to an Executive Supplemental Retirement Income Agreement that provides for a supplemental retirement benefit in the fixed amount (i.e., the benefit does not further increase based on either the age or the service of Mr. Rust) of $26,340 per year for fifteen years and an additional $10,000 death benefit. Mr. Rust is 100% vested in the benefit and amounts become payable upon his death, disability, termination of employment or retirement. Except in cases of death or disability, the benefit will commence on the first day of the month following his 65th birthday. If he terminates employment prior to age 65 but after age 60, he may elect to commence benefits prior to age 65 but a reduction will be applied equal to 6% per year for each year in which benefits are commenced prior to age 65. Death benefits, including a $10,000 burial benefit, are payable to Mr. Rust’s beneficiary under the plan. Mr. Leinenbach is party to a Supplemental Executive Retirement Agreement with the Company’s bank subsidiary that provides for a supplemental retirement benefit in the amount of $500,000, plus interest. As he remained employed by the bank subsidiary through the retention date of December 31, 2023 (which represents the last day of the month in which his 65th birthday occurred), Mr. Leinenbach will receive the retirement benefit, in monthly installments, over a ten-year period that commences January 1, 2025. The following table provides information regarding benefits and distributions under these pension benefit arrangements with respect to the Named Executive Officers.

  68. PENSION BENEFITS

    PENSION BENEFITS

  69. PENSION BENEFITS

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | D. Neil Dauby | ― | ― | ― | ― | | Bradley M. Rust | Executive Supplemental Retirement Income Agreement | N/A(1) | 166,745(2) | None | | Keith A. Leinenbach | Supplemental Executive Retirement Agreement | N/A(1) | 0 | None | | Michael F. Beckwith | ― | ― | ― | ― | | Amy D. Jackson | ― | ― | ― | ― | | Clay M. Barrett | ― | ― | ― | ― |

  70. PENSION BENEFITS

    (1) The benefits under the supplemental executive retirement agreements with Messrs. Rust and Leinenbach are not dependent on credited years of service. Mr. Rust is 100% vested in the benefit under his agreement. Mr. Leinenbach’s right to retirement benefits is contingent upon his continuing employment by the bank subsidiary through December 31, 2024. The present value of Mr. Rust’s accumulated benefit reflects the payment of the retirement benefit in one hundred eighty (180) equal monthly installments commencing at normal retirement age and a discount rate equal to 4.0%.

  71. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control We are not party to any severance or other employment agreements with the Named Executive Officers. In addition, we have not entered into any change in control agreements with any of the Named Executive Officers. The only potential termination/change in control benefits are as follows (determined as if the change in control occurred on December 31, 2023): • The 2019 LTI Plan provides that upon a change in control, and unless otherwise determined by the Board, all unvested awards become vested and all related restrictions lapse. No stock options have been issued under the 2019 LTI Plan to the Named Executive Officers. However, as of December 31, 2023, there was a total of 47,426 shares of unvested restricted stock outstanding that were issued to the Named Executive Officers pursuant to previously granted LTI awards. Accordingly, had a change in control occurred as of December 31, 2023, each of the Named Executive Officers would have been entitled to vesting of their then-unvested restricted shares, which would have had the values set forth below.

  72. Potential Payments upon Termination or Change in Control

    | | Scheduled to Vest March 15, 2024 | | Scheduled to Vest December 5, 2024 | | Scheduled to Vest March 15, 2025 | | Scheduled to Vest December 5, 2025 | | Scheduled to Vest March 15, 2026 | | Total Market Value of Shares(1) ($) | | Name | Number of Shares (#) | Market Value of Shares(1) ($) | Number of Shares (#) | Market Value of Shares(1) ($) | Number of Shares (#) | Market Value of Shares(1) ($) | Number of Shares (#) | Market Value of Shares(1) ($) | Number of Shares (#) | Market Value of Shares(1) ($) | | | D. Neil Dauby | 6,992 | 226,611 | — | — | 5,990 | 194,136 | — | — | 3,955 | 128,182 | 548,928 | | Bradley M. Rust | 5,098 | 165,226 | — | — | 4,096 | 132,751 | — | — | 2,400 | 77,784 | 375,762 | | Keith A. Leinenbach | 3,694 | 119,723 | — | — | 2,849 | 92,336 | — | — | 1,624 | 52,634 | 264,692 | | Michael F. Beckwith | — | — | 1,587 | 51,435 | — | — | 967 | 31,340 | — | — | 82,775 | | Amy D. Jackson | 1,265 | 40,999 | 455 | 14,747 | 1,265 | 40,999 | — | — | 1,266 | 41,031 | 137,775 | | Clay M. Barrett | 1,194 | 38,698 | 341 | 11,052 | 1,194 | 38,698 | — | — | 1,194 | 36,698 | 127,144 |

  73. Potential Payments upon Termination or Change in Control

    (1) Based on the closing price of $32.41 per share on December 29, 2023. • As noted under “Compensation Discussion and Analysis” above, under the section entitled “Retirement/Deferred Compensation Benefits,” the Named Executive Officers were participants in the Nonqualified Savings Plan as of December 31, 2023. If elected by the participant, he/she (or his/ her beneficiary) will receive a lump sum or installment distribution of his/her deferrals and matching contributions from the Nonqualified Savings Plan, beginning upon termination of employment, retirement or early retirement. If elected by the Named Executive Officers, distribution of payments under the Nonqualified Savings Plan may be accelerated in the event of death, disability, or a change in control of the Company. The account balances as of December 31, 2023 are disclosed in column (f) of the Nonqualified Deferred Compensation table, above. • As noted under the Pension Benefit disclosure above, Mr. Rust’s accrued benefit under his Executive Supplemental Retirement Income Agreement will become payable at age 65, unless he terminates after attaining age 60 and elects to commence a reduced early retirement benefit. If Mr. Rust is terminated without “Cause” (as defined under the agreement) prior to age 60, the benefit will commence, without reduction, on the first day of the month following his 65th birthday. However, if his termination of employment before age 60 is voluntary, Mr. Rust shall only be entitled to his vested accrued benefit existing at the termination date. Should Mr. Rust’s employment be terminated for Cause prior to age 65, his retirement benefit will be forfeited. As noted under the Pension Benefit disclosure above, because Mr. Leinenbach remained employed by the bank subsidiary through his applicable Retention Date, he will receive the retirement benefits under his Supplemental Executive Retirement Agreement, in monthly installments, over a ten-year period that commences January 1, 2025.

  74. CEO Pay Ratio

    CEO Pay Ratio As a result of rules adopted under the Dodd-Frank Act, the SEC requires us to disclose the CEO to median employee pay ratio. Specifically, the CEO pay ratio is determined by calculating: (i) the median of the annual total compensation of all employees other than the CEO; (ii) the annual total compensation of the CEO; and (iii) the ratio of these amounts. The purpose of the disclosure is to provide a measure of the equitability of pay within the organization. The Company believes, through its compensation philosophy, that our CEO pay ratio yields an equitable result. In accordance with the SEC rules, for 2023, we are using the same median employee identified in the proxy statement for last year’s annual meeting of shareholders. There have been no changes in our employee population or our employee compensation arrangements that resulted in a significant change of the pay distribution to our employee population, or would significantly impact the pay ratio disclosure. In determining the median employee for 2022, a listing was prepared of all employees. We started with gross earnings for all individuals within our three companies: German American Bank, German American Investment Services, Inc., and German American Insurance, Inc. We omitted employees terminated during 2022. For employees hired during the year, we annualized their salaries based on their month of hire. With our CEO omitted from the list, there were 919 employees remaining. We then selected the 460th person on the list as our most comparative median employee in the organization. Our CEO, Mr. Dauby, had 2023 annual total compensation of $1,418,111 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2023 was $48,989. As a result, we calculated that Mr. Dauby’s 2023 annual total compensation was approximately 29 times that of our median employee.

  75. Pay Versus Performance

    Pay Versus Performance

  76. Pay Versus Performance

    | Year | Summary compensation table total for PEO(1) ($) | Compensation actually paid to PEO(2) ($) | Average summary compensation table total for non-PEO named executive officers(1) ($) | Average compensation actually paid to non-PEO named executive officers(2) ($) | Value of initial fixed $100 investment based on: | | Net income(5) ($ Thousands) | 3-Year Average Growth in Adjusted Earnings per Share(6) | | | | | | | Total shareholder return(3) ($) | Peer group total shareholder return(4) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 1,418,115 | 1,344,065 | 687,175 | 637,832 | 100.86 | 102.59 | $85,888 | 9% | | 2022 | 1,374,051 | 1,196,188 | 689,558 | 624,348 | 112.33 | 110.78 | $81,825 | 13% | | 2021 | 1,626,579 | 1,518,365 | 801,437 | 726,260 | 114.58 | 129.96 | $84,137 | 18% | | 2020 | 1,370,874 | 1,122,181 | 626,800 | 526,384 | 95.22 | 92.90 | $62,210 | 10% |

  77. Pay Versus Performance

    (1) Amounts represent “Summary Compensation Table” totals for our principal executive officers (“PEOs”) and the average “Summary Compensation Table” totals for our remaining NEOs for the relevant fiscal year, which includes the individuals indicated in the table below for each fiscal year:

  78. Pay Versus Performance

    | Year | PEO | Non-PEO NEOS | | 2023 | D. Neil Dauby | Bradley M. Rust, Keith A. Leinenbach, Michael F. Beckwith, Amy D. Jackson and Clay M. Barrett | | 2022 | D. Neil Dauby | Bradley M. Rust, Randall L. Braun, Keith A. Leinenbach, Amy D. Jackson and Clay M. Barrett | | 2021 | Mark A. Schroeder | D. Neil Dauby, Bradley M. Rust, Randall L. Braun and Keith A. Leinenbach | | 2020 | Mark A. Schroeder | D. Neil Dauby, Clay W. Ewing, Bradley M. Rust, Randall L. Braun and Keith A. Leinenbach |

  79. Pay Versus Performance

    Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table in footnote (1) above. The table below provides the adjustments to the Summary Compensation Table (“SCT”) total compensation made to arrive at the compensation actually paid for the PEO and the average for Non-PEO NEOs:

  80. Pay Versus Performance

    | Description | Fiscal Year (“FY”) 2023 | | FY 2022 | | FY 2021 | | FY 2020 | | | | PEO ($) | Average for Non-PEO NEOs ($) | PEO ($) | Average for Non-PEO NEOs ($) | PEO ($) | Average for Non-PEO NEOs ($) | PEO ($) | Average for Non-PEO NEOs ($) | | Deduct the amounts reported in the SCT for “stock awards” (column (e)) and “option awards” (column (f)) | (423,754) | (169,846) | (403,122) | (168,145) | (421,906) | (187,585) | (358,801) | (141,882) | | Add the fair value (“FV”) as of the end of the applicable FY of all awards granted during such FY that are outstanding and unvested as of the end of the FY | 384,609 | 138,611 | 227,679 | 106,946 | 286,776 | 105,899 | 116,742 | 46,736 | | Add/Deduct the change as of the end of the applicable FY (from the end of the prior FY) in FV of any awards granted in any prior FY that are outstanding and unvested as of the end of such FY | (24,792) | (8,905) | (3,367) | (1,908) | 10,390 | 3,725 | (1,796) | (744) | | Add, for awards that are granted and vest in the same year, the FV as of the vesting date | — | — | — | — | — | — | — | — | | Add/Deduct the change as of the vesting date (from the end of the prior FY) in FV of any awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the applicable FY | (10,113) | (6,434) | 947 | 557 | 16,526 | 5,979 | (4,838) | (1,994) | | Subtract, for any awards granted in any prior FY that fail to meet the applicable vesting conditions during the applicable FY, the amount equal to the FV at the end of the prior FY | — | — | — | — | — | — | — | — | | Add any dividends or other earnings paid on stock or option awards in the applicable FY prior to the vesting date that are not otherwise included in the total compensation for such FY | — | — | — | — | — | — | — | — | | Deduct aggregate change in the Actuarial Present Values reported under the “Change in Pension Value” Column of the SCT | — | (2,769) | — | (2,660) | — | (3,195) | — | (2,532) | | Add, for all pension plans reported in the SCT, the aggregate of Service Cost and Prior Service Cost | — | — | — | — | — | — | — | — | | Total | (74,050) | (49,343) | (177,863) | (65,210) | (108,214) | (75,177) | (248,693) | (100,416) |

  81. Pay Versus Performance

    For the relevant fiscal year, represents the cumulative total shareholder return (“TSR”) of German American Bancorp, Inc. for the measurement periods ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively. (4) For the relevant fiscal year, represents the cumulative TSR of the S&P Regional Banks Select Industry Index (“Peer Group TSR”) for the measurement periods ending on December 31 of each of 2023, 2022, 2021, and 2020, respectively. (5) Reflects “Net Income” in the company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. The Company-Selected Measure is 3-Year Average Growth in Adjusted Earnings per Share. This measure is the average of the Company’s annual growth in adjusted EPS for each year in the 3-year period ending with the listed fiscal year. Adjusted EPS is a non-GAAP measure. For 2022, the Company’s annual GAAP net income (which is the basis for EPS) was adjusted to eliminate the after-tax impact of certain non-recurring expenses resulting from its merger with CUB, which the Company and its Board of Directors consider as being unrepresentative of the Company’s core operating performance.

  82. Description of Relationships Among Pay Versus Performance Measures

    Description of Relationships Among Pay Versus Performance Measures Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Company Total Shareholder Return The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our net income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and 3-Year Average Growth in Adjusted Earnings per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our 3-Year Average Growth in Adjusted Earnings per Share during each of the four most recently completed fiscal years. Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the S&P Regional Banks Select Industry Index over the same period.

  83. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The Company compensates its directors for their service to the Company and the Company’s subsidiaries based on a twelve-month period commencing July 1 and ending on June 30 of the following year. The Company evaluates director pay using an analysis of its peer group’s reported director compensation and additional survey comparisons, with a desire to remain competitive in attracting and retaining qualified directors. The Committee retained Blanchard Consulting Group (“BCG”) to conduct a comprehensive Board of Director compensation study in 2023, which provided us with director compensation data from our peer group and other BCG survey data sources. The BCG evaluation found that the Company’s total director compensation for the average director was slightly above the median (50th percentile value of our peer group. Based on this assessment and the Committee’s review of the information, it was determined that director compensation for 2023 should be increased from the amounts paid for 2022. Specifically, the director compensation changes for the annual period that commenced July 1, 2023 included (i) an increase in the equity portion of the annual retainer from $25,000 to $40,000, (ii) an increase in the supplemental cash retainer paid to the lead independent director (Mr. Seger) from $15,000 to $25,000, and (iii) increases in the supplemental cash retainers paid to committee chairs as follows: Audit Committee (Mr. Root) from $8,500 to $10,000; Compensation/Human Resources Committee (Mr. Bawel) from $5,000 to $7,500; and Credit Risk Management Committee (Mr. Fine) from $5,000 to $7,500. In 2023, the Company also began paying a supplemental cash retainer to the Chair of the Company’s Finance & Asset/Liability Management Committee (Mr. Wagler) in the amount of $3,000. For the annual compensation period that commenced July 1, 2023, the cash portion of the annual retainer remained at $25,000 and the supplemental cash retainer paid to the Chairman of the Governance/ Nominating Committee (Mr. Seger) remained at $5,000. The cash portion of the annual retainer and all supplemental cash retainers are paid in a lump sum that are earned regardless of the number of meetings held or attended, and regardless of committee membership or attendance. Non-employee members of the Board who serve on the board of directors (including any regional advisory board) of at least one of the subsidiaries receives additional compensation for his or her service to such subsidiaries in the form of director/advisory fees for meetings actually attended of (i) $850 for any meeting of a committee of the board of directors of our bank subsidiary or for any meeting of any regional advisory board of the bank subsidiary, (ii) $850 per meeting of the board of directors of German American Insurance, Inc., and (iii) $425 for each meeting of (A) the board of directors of German American Investment Services, Inc. and (B) the Wealth Advisory (Trust) Oversight Committee (which meetings occur sequentially on a quarterly basis). Additionally, those directors who travel from their primary residence or principal place of business, which is located outside of Dubois County, Indiana or the Indiana counties immediately adjacent to Dubois County, to meetings held at the Company’s headquarter offices, will be paid a $50 daily travel allowance in connection with his/her in-person attendance at board or assigned committee meetings. On December 18, 2023, the Board granted 1,195 shares of restricted common stock of the Company as an additional retainer to the then current non-employee members of the Board of Directors under the 2019 LTI Plan. Accordingly, 1,195 shares of common stock of the Company (restricted as to transferability and vesting under the terms of the Board resolutions granting the awards) were issued to the Company’s non-employee directors effective as of the close of business on December 18, 2023, or an aggregate of 13,145 shares. Under the terms of the award resolutions, none of the grants of restricted stock will be transferable prior to December 31, 2024, and each award will be (i) fully forfeited and all shares issued under the award will be canceled should the holder of the award not continue in service as a director of the Company through December 31, 2024 for any reason other than death or disability, and (ii) subject to a 50% forfeiture (for any reason other than disability) should a director fail to attend in person at least 75% of the aggregate number of meetings of the Board and the other corporate, subsidiary or affiliate boards and committees on which he or she was a member during the period commencing on January 1, 2024, through December 31, 2024, or fail to attend (other than by reason of disability or illness or bona fide emergency) the Company’s annual meeting of shareholders held in 2024. We feel director equity grants are an important part of our director compensation program as they truly tie the directors to the shareholders they represent. Non-employee directors are expected to attain an investment position in shares of our common stock (measured by the same rules as are used for determining the number of shares beneficially owned in our annual meeting proxy statement). On February 27, 2023, the Board of Directors approved changes to this ownership requirement to increase the multiple by which the investment position in shares of our common stock to four times the annual retainer, which is currently $65,000 and paid in a combination of cash and equity. Previously, the multiple has been three times the retainer. In addition, on February 27, 2023, the Board established a policy that all new non-employee directors must acquire such shares within five years after joining the Company’s Board of Directors, and current non-employee directors will have five years from the date of the implementation of the policy to acquire such shares. Excluding those non-employee directors that have joined our Board during the prior two years, all other non-employee directors met the requirements of our stock ownership policy as of the date of this proxy statement. The table below shows all compensation paid during 2023 to our directors who served during 2023 and who were not also Executive Officers in 2023. Directors who are Executive Officers (which included Mr. Dauby) do not receive separate compensation as members of the Board.

  84. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  85. DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards | Non-Equity Incentive Compensation | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation | Total ($) | | Zachary W. Bawel | 53,750 | 39,973 | ― | ― | ― | ― | 93,723 | | Angela Curry | 39,650 | 39,973 | ― | ― | ― | ― | 79,623 | | Susan J. Ellspermann | 43,700 | 39,973 | ― | ― | ― | ― | 83,673 | | Marc D. Fine | 57,150 | 39,973 | ― | ― | ― | ― | 97,123 | | Jason M. Kelly | 51,450 | 39,973 | ― | ― | ― | ― | 91,423 | | Diane B. Medley | 43,400 | 39,973 | ― | ― | ― | ― | 83,373 | | M. Darren Root | 54,950 | 39,973 | ― | ― | ― | ― | 94,923 | | Christina M. Ryan | 38,750 | 39,973 | ― | ― | ― | ― | 78,723 | | Thomas W. Seger | 83,050 | 39,973 | ― | ― | ― | ― | 123,023 | | Jack W. Sheidler | 53,100 | 39,973 | ― | ― | ― | ― | 93,073 | | Tyson J. Wagler | 50,100 | 39,973 | ― | ― | ― | ― | 90,073 |

  86. DIRECTOR COMPENSATION TABLE

    See description above regarding the grant on December 18, 2023 of 1,195 restricted shares to each of the non-employee directors. The market value of the restricted shares was computed based on the closing market price of the Company’s common shares on December 18, 2023 of $33.45. Subject to the continued service and attendance obligations described above, such restricted shares will vest on December 31, 2024.