DEF 14A of German American Bancorp, Inc.
Filed Mar 18, 2026 · FY20250001104659-26-030015
Board Nominees for Election
Board Nominees for Election Our Board, on the recommendation of the Governance/Nominating Committee, has nominated each of the following for re-election at this year’s Annual Meeting:
Nominees for Election at this Annual Meeting (with Terms to Expire at the 2029 Annual Meeting)
Nominees for Election at this Annual Meeting (with Terms to Expire at the 2029 Annual Meeting)
Angela Curry
Angela Curry Angela Curry, 53, was appointed to our Board effective January 1, 2023. She is a member of the Compensation/Human Resources Committee and the Risk Committee of our Board. Ms. Curry serves as General Counsel/Vice President for Legal, Governance & Strategic Initiatives 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 and serves on the Boards of the Speed Art Museum and Louisville Legal Aid Society. 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.
M. Darren Root
M. Darren Root M. Darren Root, 65, 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 a partner with Better Everyday, LLC and was the founder of Rootworks, LLC, which is now known as Rightworks. Like Rootworks, Better Everyday is a membership-based consulting firm dedicated to educating small and mid-size accounting firms on technology, practice management, marketing, branding, and more. Mr. Root managed his own CPA firm for more than 30 years, and held CITP (Certified Information Technology Professional) and CGMA (Chartered Global Management Accountant) credentials. He is the author of The Simple Firm and The Intentional Accountant and co-authored the books The E-Myth Accountant and Youtility for Accountants. Mr. Root is also the former Executive Editor of CPA Practice Advisor Magazine. Our Board believes that Mr. Root’s knowledge in the areas of accounting, audit, finance, and technology, combined with his experience in modernizing and transforming businesses, enhances Board and Audit Committee decision-making. He also brings a depth of knowledge of the Bloomington, Indiana market area to the Board.
Andrew M. Seger
Andrew M. Seger Andrew M. Seger, 48, was appointed to our Board effective July 1, 2025, and is a member of its Audit Committee. He currently serves as Chief Financial Officer and Senior Vice President of Sales for Wabash Valley Produce, Inc., an egg products company headquartered in Dubois, Indiana. Prior to joining Wabash Valley full time in 2011, Mr. Seger spent ten years at Frontenac, a Chicago-based private equity firm, where he became a principal and also served on the Board of Directors for numerous private equity-owned companies. Prior to Frontenac, Mr. Seger spent two years as an investment banking analyst at Goldman Sachs. He also currently serves on the Advisory Board of the Johnson Center for Entrepreneurship and Innovation for Indiana University and as President of the Economic Development and Redevelopment Commissions for the City of Jasper, Indiana. Our Board believes that Mr. Seger’s extensive experience in agriculture, private equity investment, and corporate finance, as well as his prior service on our Bank’s advisory board and his deep community relationships, make him a valuable contributor to our Board.
Tyson J. Wagler
Tyson J. Wagler Tyson J. Wagler, 46, was appointed to our Board effective October 15, 2019. He currently serves on the Audit Committee and the Governance/Nominating 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 twenty-two 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.
Continuing Directors of the Class with Terms Expiring at the 2027 Annual Meeting
Continuing Directors of the Class with Terms Expiring at the 2027 Annual Meeting
Marc D. Fine
Marc D. Fine Marc D. Fine, 66, has served as a director of the Company since his election in 2011. He presently serves on the Governance/Nominating Committee and the Risk 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.
Jason M. Kelly
Jason M. Kelly Jason M. Kelly, 51, was appointed to our Board effective January 1, 2019. He presently chairs the Risk Committee and 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, Weller Truck Parts and other diversified automotive brands, and Jenkins Plumbing, a building trades company serving major home builders in the Southeast. Collectively, Jasper Holdings, Inc. employs more than 4,600 Associate Owners throughout the U.S. 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.
Christina M. Ryan
Christina M. Ryan Christina M. Ryan, 67, 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.
Ronnie R. Stokes
Ronnie R. Stokes Ronnie R. Stokes, 63, was appointed to our Board effective February 1, 2025 and is a member of its Compensation/Human Resources Committee. He was formerly a director of Heartland BancCorp and Heartland Bank. Mr. Stokes is the President & Chief Executive Officer of Three Leaf Productions (“Three Leaf”). Working with an array of Fortune 500 companies, Three Leaf provides integrated marketing and printing services nationwide. Three Leaf is a two-time recipient of the prestigious Minority Business Enterprise (MBE) of the Year award given by the Ohio Minority Supplier Development Council. In addition, Mr. Stokes and his wife founded LARS Properties, LLC in 2015 and share the ownership with each of their four children. The company’s services include real estate investment, property management, and commercial painting. As a graduate of The Ohio State University and a member of the men’s basketball team from 1981 to 1985, Mr. Stokes is in his 29th season as the on-air expert analyst for his Alma Mater’s Men’s Basketball radio network. Our Board values Mr. Stokes’ entrepreneurial skills, his knowledge of the financial services industry gained through his past service on the Heartland boards, and his deep community connections throughout Ohio and especially in Columbus.
Continuing Directors of the Class with Terms Expiring at the 2028 Annual Meeting
Continuing Directors of the Class with Terms Expiring at the 2028 Annual Meeting
Zachary W. Bawel
Zachary W. Bawel Zachary W. Bawel, 61, was appointed to our Board effective July 1, 2018. He is the Board’s lead independent director, Chairman of its Governance/Nominating Committee, and a member of its Risk Committee. Mr. Bawel is President of Jasper Holdings, Inc., the parent company of Jasper Engines & Transmissions, Weller Truck Parts and other diversified automotive brands, and Jenkins Plumbing, a building trades company serving major home builders in the Southeast. Collectively, Jasper Holdings, Inc. employs more than 4,600 Associate Owners throughout the U.S. He has over 38 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, and is on the board of Lochmueller Group, a Midwest regional consulting firm with emphasis on infrastructure improvements. His banking experience also includes past service 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.
D. Neil Dauby
D. Neil Dauby D. Neil Dauby, 62, is the Company’s Chairman and Chief Executive Officer. He was first appointed to our Board effective July 1, 2021 and joined its Risk Committee when it was established in July, 2025. 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.
Susan J. Ellspermann
Susan J. Ellspermann Susan J. Ellspermann, 65, was appointed to our Board effective July 1, 2021. She serves as Chair of the Compensation/Human Resources Committee of our Board. Prior to retirement on June 30, 2025, Dr. Ellspermann served as president of Ivy Tech Community College, the public statewide community college system for the State of Indiana, a position she held since July 2016. 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.
G. Scott McComb
G. Scott McComb G. Scott McComb, 59, was appointed to our Board effective February 1, 2025 and joined its Risk Committee when it was established in July, 2025. As the former Chairman, President, and Chief Executive Officer of Heartland BancCorp and Heartland Bank, Mr. McComb was responsible for leading Heartland in strategy, client consulting, personnel development, and public policy. Mr. McComb joined Heartland Bank in 1999 as the Director of Internet Banking and was subsequently promoted to the senior management team serving all aspects of the bank as Senior Vice President in charge of Customer Relationship Management. He was promoted to Executive Vice President, Chief Operating Officer in 2004, President in September 2008, Chief Executive Officer in 2009, and Chairman in 2011. Mr. McComb has served on the Board of the Community Bankers Association of Ohio, the Legislative Issues Committee and Board of Directors of the Independent Community Bankers of America and currently serves on the Ohio State University James Cancer Hospital Foundation Board. Our Board believes it benefits from Mr. McComb’s community banking experience, his proven executive leadership skills, his knowledge of the Columbus, Ohio market, and his relationships throughout the State.
Retiring Directors
Retiring Directors
Diane B. Medley
Diane B. Medley Diane B. Medley, 71, was appointed to our Board effective July 1, 2022. She presently serves on the Audit Committee of our Board. Ms. Medley is the Managing Member of Waterfront Financial Group, LLC, a CPA and advisory firm in Louisville, Kentucky. Previously, she was the former Managing Partner and Co-founder of MCM CPA & Advisors LLP, where she was the first woman in the region to hold such a position. Over the years, she has also 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.
Jack W. Sheidler
Jack W. Sheidler Jack W. Sheidler, 69, 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 40 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.
PROPOSAL 1 — ELECTION OF DIRECTORS
PROPOSAL 1 — ELECTION OF DIRECTORS Our full Board currently consists of fourteen (14) directors, after having increased its size from the thirteen (13) members who were members of our Board at the conclusion of the 2025 annual meeting of the Company’s shareholders. Andrew M. Seger was appointed to our Board, effective as of July 1, 2025, after having been identified and recruited by the Board’s Governance/Nominating Committee. Our Board is also 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 term of office of directors Angela Curry, Diane B. Medley, M. Darren Root, Andrew M. Seger, and Jack W. Sheidler expires at this year’s Annual Meeting. However, Ms. Medley and Mr. Sheidler are ineligible to stand for re-election because each such director has attained the mandatory retirement age specified by our Company’s Bylaws (which provide that a director may not be elected after reaching the age of 69 years). In light of the vacancies that will result from these retirements and in accordance with our Company’s Bylaws, our Board has elected to reduce the number of directors from fourteen (14) to twelve (12), effective as of the date of this year’s annual meeting. In addition, in order that the number of directors in each of our Board’s three (3) classes is as nearly equal as possible, effective as of the date of this year’s Annual Meeting, Tyson J. Wagler will be moved to the class standing for re-election at such meeting. Our Board, on the recommendation of the Governance/Nominating Committee, has nominated each of the following for re-election at this year’s Annual Meeting:
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 2025, the Company reviewed and assessed whether the 2024 peer group needed modifications for 2025. It was determined that the 2024 peer group remained appropriate for 2025, with the following exceptions: ● First Busey Corporation (“Busey”) was removed as a result of its merger with CrossFirst Bankshares, Inc., as Busey’s post-merger assets were expected to be in excess of $19.0 billion; ● Premier Financial Corp. was removed because it was merged out of existence; and ● Northwest Bancshares, Inc. and FB Financial Corporation were added as replacements for the two peers that were removed. These changes also better align the peer group asset size with the Company’s asset size, which grew to $8.4 billion following its February 1, 2025 merger with Heartland BancCorp. As a result of these changes, the 2025 peer group’s 2024 year-end asset sizes ranged from approximately $4.1 billion to $14.4 billion, consisting of banks located in Indiana and surrounding states. The peer group’s median asset size for year-end 2024 was $7.5 billion. Our current peer group includes the following 20 financial institutions:
Peer Group Selection and Analysis
| 1st Source Corporation | Civista Bancshares, Inc. | Community Trust Bancorp, Inc. | Farmers National Banc Corp. | | FB Financial Corporation | First Financial Corporation | First Mid Bancshares, Inc. | Horizon Bancorp, Inc. | | Independent Bank Corporation | Lakeland Financial Corporation | Mercantile Bank Corporation | Midland States Bancorp, Inc. | | MidWestOne Financial Group, Inc. | Nicolet Bankshares, Inc. | Northwest Bancshares, Inc. | Park National Corporation | | Peoples Bancorp Inc. | QCR Holdings, Inc. | Republic Bancorp, Inc. | Stock Yards Bancorp, Inc. |
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 executive and board compensation benchmarking purposes.
Executive Pay Versus Peer Performance Analysis
Executive Pay Versus Peer Performance Analysis The 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 2025 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 2025 pay-for-performance peer analysis conducted by BCG found that for 2024 year-end (which was the same timeframe as peer executive compensation reported and analyzed in BCG’s 2025 projects), GABC’s overall average of the six financial metrics described previously and the three-year average (2022Y-2024Y) of the performance metrics versus peer resulted in the Company’s performance at or near the 65th percentile compared to peer. Based upon this review, the 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 2025 executive compensation assessment from BCG found that the 2025 Executive Officer salary levels were within the market competitive range (defined as +/- 15% of market median). Cash compensation and direct compensation were also within the market competitive range. The link between pay and performance was slightly below the preferred positioning; however, this is attributable to the succession planning steps taken within the Executive Officer group, as well as the short-term incentive plan paying below target (between “good” and “very good” performance levels) for 2023 and 2024, as well as the long-term incentive plan paying below the target level in 2024. Once the current Named Executive Officers become longer tenured and gain additional experience specific to their roles, we believe the alignment between pay and performance results will be stronger. The assessment 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 2025 performance to historical performance.
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 2025 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 2025, 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, the relatively recent completion of an Executive Officer succession plan, as well as the short-term and long-term incentive plans paying below the target/”very good” performance level in recent years, has contributed to a slight misalignment with incentive compensation lagging the actual higher performance levels versus peer. We evaluate our pay-for-performance alignment annually and we believe our incentive plans for 2025 were appropriately aligned with company goals and our pay-for-performance philosophy. 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 will likely fall below market competitive levels. In addition, as discussed in more detail later in this section, we design each goal’s performance levels to be appropriately challenging. Beyond the three primary compensation programs, we also offer a 401(k) retirement plan and certain Named Executive Officers are eligible for nonqualified deferred compensation plans. Mr. Rust is also 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 this agreement.
Executive Management Incentive Plan
Executive Management Incentive Plan For performance during 2025, 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).
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 Named Executive 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 the Named 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 2025, 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 2025 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 2025 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 2025 remained unchanged from 2024 for all Named Executive Officers. The 2025 short-term cash incentive award opportunities (as a percentage of base salary) for the Named Executive Officers were as follows:
Short-Term Cash Incentive Awards
| Potential 2025 Short-Term Award as Percentage of 2025 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. Beckwith | 26.25% | 43.75% | 61.25% | | Ms. Jackson | 26.25% | 43.75% | 61.25% | | Mr. Arnett | 26.25% | 43.75% | 61.25% |
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 2025, the minimum net income trigger was set at $82,305,000. 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 2025 under the scorecards were based on the following weightings for the Named Executive Officers:
Short-Term Cash Incentive Awards
| Short-term Cash Incentive Award Criteria | Percentage of Potential Award | | Corporate Operating Results: Formula assessments of 2025 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 2025. | 20% | | Total | 100% |
Short-term Cash Incentive Corporate Performance Scorecard Metrics
Short-term Cash Incentive Corporate Performance Scorecard Metrics Corporate Operating Measures (80% weighting) For 2025, the corporate performance metrics listed in the table 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 2025 have, generally, remained unchanged since 2015, modifications have been made to certain criteria in past years. Specifically, for 2025, earnings per share growth and the efficiency ratio were each adjusted to exclude the CECL “Day 2” provision expense for acquired loans that have only insignificant credit deterioration (i.e., non-PCD loans) related to the Heartland merger, non-recurring expenses related to the Heartland merger, and the gain on the extinguishment of debt resulting from the redemption of certain subordinated notes on September 15, 2025. 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 will more effectively align management incentives with the Company’s strategy to continue the expansion of its business through mergers and acquisitions. For 2025, the performance measures set forth below were viewed as being appropriately aligned with our strategic goals.
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 loans | 20% | | Growth in core organic deposits and repurchase agreements | 15% | | Non-performing assets to total assets ratio | 10% | | Total | 80% |
Short-term Cash Incentive Corporate Performance Scorecard Metrics
Judgmental/Individual Measures (20% weighting) For 2025, 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. Beckwith, Ms. Jackson, and Mr. Arnett, with Mr. Rust, as President, providing input for each of Mr. Beckwith, Ms. Jackson, and Mr. Arnett. 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 2025 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 2025; 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 2025 performance measures, the Committee also noted the following: ● We defined core organic loan growth to mean the growth in the average balance of our consolidated core organic loans in December 2025 as compared to our average balances of our consolidated core organic loans in December 2024. 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 2025 as compared to our average balances of our consolidated core organic deposits and repurchase agreements in December 2024. We determined the non-performing assets to total assets ratio based on the average of the four quarter-end ratios during the year.
Short-Term Cash Incentive 2025 Actual Performance
Short-Term Cash Incentive 2025 Actual Performance In the first quarter of 2026, the Board, upon the recommendation of the Committee, determined the short-term cash incentive award amounts payable in 2026 to the Named Executive Officers, including the CEO, for their services during 2025. The incentive amounts paid for 2025 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 2025 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 2025 scorecards. The 2025 actual short-term cash incentive payouts that were earned and paid ranged from 53.66% to 78.25% of year-end salary for the Named Executive Officers. These awards were based on the following performance levels:
Short-Term Cash Incentive 2025 Actual Performance
| Corporate Operating Measures | 2025 Result | | Net income “trigger” | Exceeded | | Income/revenue measures: | | | Earnings per common share growth | Above Exceptional | | Efficiency ratio | Above Exceptional | | Consolidated balance sheet measures: | | | Growth in core organic loans | Between Good & Very Good | | Growth in core organic deposits and repurchase agreements | Between Very Good & Exceptional | | Non-performing assets to total assets ratio | Above Exceptional | | Overall short-term incentive performance | Between Very Good & Exceptional |
Long-Term Incentive Awards
Long-Term Incentive Awards The 2019 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 2025. The LTI performance awards to our Named Executive Officers (for 2025 performance) were paid out as 100% equity, in the form of restricted stock grants. 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 2025, 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 2025 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 2025 remained unchanged from 2024 for all Named Executive Officers. The 2025 long-term incentive award opportunities (as a percentage of base salary) for the Named Executive Officers were as follows:
Long-Term Incentive Awards
| Potential 2025 Long-Term Incentive Award as Percentage of 2025 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. Beckwith | 26.25% | 43.75% | 61.25% | | Ms. Jackson | 26.25% | 43.75% | 61.25% | | Mr. Arnett | 26.25% | 43.75% | 61.25% |
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 2023-2025 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”). These performance criteria have, generally, remained unchanged over recent years.
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% |
Long-Term Incentive Awards
In measuring performance, each of the above criteria is adjusted to exclude the impact of any items that the Company and the Board consider as being unrepresentative of the Company’s core operating performance including, but not limited to, transaction-related expenses resulting from any mergers or acquisitions, changes in accounting standards, and any gains or losses from discontinued businesses. Specifically, for 2024, the measures were adjusted to exclude the net gain on the Company’s sale of its insurance agency, the loss on its securities portfolio restructuring, and the merger-related transactions costs for Heartland. Similarly, for 2025, the measures were adjusted to exclude the CECL “Day 2” provision expense for acquired loans that have only insignificant credit deterioration (i.e., non-PCD loans) related to the Heartland merger, non-recurring expenses related to the Heartland merger, and the gain on the extinguishment of debt resulting from the redemption of certain subordinated notes on September 15, 2025. Finally, at the time the EPS payout targets were established in March 2024, the Board also determined that an adjustment to the 2023 EPS growth rate was necessary to ensure that such metric remained appropriately challenging yet reasonably attainable. The non-interested members of the Board have determined that the failure to make these adjustments may inappropriately penalize or incentivize the Named Executive Officers for results that were not indicative of actual performance. In addition, the Board believes that making these adjustments will more effectively align management incentives with the Company’s strategies for long-term growth and further incentivize overall long-term performance from the Company’s leaders. 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 2023-2025 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. For the peer group companies, a determination was made as to which companies, if any, completed a merger or acquisition transaction, a sale or disposition of a business line, or a securities portfolio restructuring, or recognized any similar non-core gains or losses during the calendar year 2025, with each impacted peer’s return on equity being adjusted in a manner similar to the adjustments made to the Company’s 2025 return, using amounts reported in the peer company’s SEC filings. Similar adjustments were previously made for peer group companies that completed a merger or acquisition transaction during the calendar year. 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 2023-2025 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. 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. 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 $82,305,000 was not achieved for 2025, then no LTI awards would have been granted under the Plan. For purposes of the above, our peer group for 2025 is the group of publicly traded banks shown previously. For 2024 and 2023, 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 21, 2025. During the first quarter of 2026, the Board determined that the corporate goals established by the scorecards for the LTI Awards resulted in the following for 2023-2025 performance:
Long-Term Incentive Awards
| Long-term Incentive Measures | 2023-2025 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 |
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 2025 earned LTI Awards (based on the three-year average percentile rankings), ranging from 47.04% to 67.20% 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 2025, 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 3, 2026 (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.
Vesting and Retention Provisions Applicable to LTI Awards
Vesting and Retention Provisions Applicable to LTI Awards The LTI Awards earned for 2025 performance and paid in 2026 (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, 2027, 1/3 on March 15, 2028, and 1/3 on March 15, 2029. 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 Committee’s authority under the 2019 LTI Plan to vest awards earlier, as the Committee deems appropriate.
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.
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.
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 $23,500 for 2025 or $31,000 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 2025, Mr. Dauby, Mr. Rust, Ms. Jackson, Mr. Beckwith, and Mr. Arnett 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.
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, 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; ● threshold goals under such scorecards were (are) reasonably achievable with good performance, and therefore were sufficiently challenging but not overly difficult; ● 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); ● a minimum level of net income must be achieved as a “trigger” to “turn on” the plan in order for executives to receive any awards under the short- and long-term incentive plans, preventing inappropriate funding of awards; ● 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 area in particular (such as permitted payments for referrals, account opening incentives, and 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.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
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 | 2025 2024 2023 | 770,000 720,000 625,000 | ― ― ― | 517,464 397,116 423,754 | ― ― ― | 602,525 405,000 254,688 | ― ― ― | 178,547 139,374 114,673 | 2,068,536 1,661,490 1,418,115 | | Bradley M. Rust, President and Chief Financial Officer | 2025 2024 2023 | 525,000 475,000 450,000 | ― ― ― | 282,268 209,576 244,086 | ― ― ― | 328,230 216,790 151,020 | 14,995 14,408 13,844 | 122,204 101,417 92,287 | 1,272,697 1,017,191 951,237 | | Michael F. Beckwith, Executive Vice President and Chief Banking Officer | 2025 2024 2023 | 410,000 375,000 350,000 | ― ― ― | 192,897 144,782 166,115 | ― ― ― | 221,421 148,444 100,328 | ― ― ― | 73,749 62,235 56,806 | 898,067 730,461 673,249 | | Amy D. Jackson, Executive Vice President and Chief Administrative Officer | 2025 2024 2023 | 380,000 340,000 300,000 | ― ― ― | 178,784 131,289 142,389 | ― ― ― | 206,549 135,779 87,045 | ― ― ― | 72,137 61,225 52,287 | 837,470 668,293 581,721 | | Bradley C. Arnett, Executive Vice President, Chief Legal Officer and Corporate Secretary | 2025 2024 | 315,000 260,000 | ― 86,444 | 148,191 100,400 | ― ― | 169,013 103,831 | ― ― | 64,083 30.386 | 696,287 581,061 |
SUMMARY COMPENSATION TABLE
(1) The amount for Mr. Arnett for 2024 reflects the payment of a discretionary bonus in the amount of $75,402 related to his promotion to Executive Vice President and a deferred sign-on bonus in the amount of $11,042. Mr. Arnett, who joined the Company in late 2023, was promoted to Executive Vice President effective January 1, 2025 (which appointment was approved by the Board in December 2024). No other discretionary bonus payments were made to any other Named Executive Officers in any of the years presented. 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 ended December 31, 2025, December 31, 2024, and December 31, 2023, 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 9 of the Notes to Consolidated Financial Statements in the Company’s 2025 Annual Report on Form 10-K. No stock options were granted to the Named Executive Officers in any of the years presented. (4) The amounts in this column represent short-term cash incentive awards that were earned based on performance during 2023, 2024, and 2025, 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, 2025 amounts will be paid in 2026). (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 $13,844 for 2023, $14,408 for 2024, and $14,995 for 2025. (6) The amounts specified in Column (i) include the following:
SUMMARY COMPENSATION TABLE
| Name | Year | Perquisites & Other Personal Benefits (a) ($) | Company Contributions to Defined Contribution Plans ($) | Cash Dividends on Restricted Stock ($) | Life Insurance Premiums (b) ($) | | D. Neil Dauby | 2025 | 82,792 | 67,349 | 26,822 | 1,584 | | | 2024 | 63,517 | 51,284 | 23,392 | 1,181 | | | 2023 | 55,064 | 43,698 | 14,730 | 1,181 | | Bradley M. Rust | 2025 | 63,232 | 42,593 | 15,347 | 1,032 | | | 2024 | 52,369 | 33,734 | 14,592 | 722 | | | 2023 | 50,161 | 30,936 | 10,468 | 722 | | Michael F. Beckwith | 2025 | 36,009 | 28,276 | 8,912 | 552 | | | 2024 | 31,582 | 23,289 | 6,978 | 386 | | | 2023 | 32,577 | 20,716 | 3,127 | 386 | | Amy D. Jackson | 2025 | 36,605 | 26,497 | 8,675 | 360 | | | 2024 | 32,990 | 20,800 | 7,183 | 252 | | | 2023 | 30,311 | 17,712 | 4,012 | 252 | | Bradley C. Arnett | 2025 | 35,906 | 21,139 | 5,454 | 1,584 | | | 2024 | 19,771 | 6,444 | 3,062 | 1,109 |
SUMMARY COMPENSATION TABLE
(a) In addition to amounts for certain service awards and a 5% discount off the market price of Company stock purchased by the Named Executive Officers under the Company’s Employee Stock Purchase Plan, “Perquisites & Other Personal Benefits” include: (i) 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 2025, was provided in the following amounts: $80,231 (Mr. Dauby), $50,706 (Mr. Rust), $33,662 (Mr. Beckwith), $31,544 (Ms. Jackson) and $25,166 (Mr. Arnett); for 2024, was provided in the following amounts: $61,053 (Mr. Dauby), $40,159 (Mr. Rust), $27,725 (Mr. Beckwith), $24,763 (Ms. Jackson) and $7,671 (Mr. Arnett); and for 2023, was provided in the following amounts: $52,022 (Mr. Dauby), $36,828 (Mr. Rust), $24,662 (Mr. Beckwith) and $21,086 (Ms. Jackson), and are included in the Named Executive Officers’ paychecks throughout the year; and (ii) imputed income from personal use of automobile provided by the Company or a car allowance for each year, as applicable (and which, for 2025, was provided in the following amounts: $1,684 (Mr. Dauby), $12,197 (Mr. Rust), $990 (Mr. Beckwith), $4,394 (Ms. Jackson) and $10,640 (Mr. Arnett); for 2024, was provided in the following amounts: $1,037 (Mr. Dauby), $10,702 (Mr. Rust), $2,059 (Mr. Beckwith), $7,416 (Ms. Jackson) and $12,000 (Mr. Arnett); and for 2023, was provided in the following amounts: $1,625 (Mr. Dauby), $11,085 (Mr. Rust), $6,422 (Mr. Beckwith) and $8,708 (Ms. Jackson). (b) The Named Executive Officers receive group term life insurance coverage equal to their base salary. The amounts in this column reflect the imputed income on the premiums for the Named Executive Officers’ coverage.
Grants of Plan-Based Awards
Grants of Plan-Based Awards As noted above under the “Compensation Discussion and Analysis” section on “Compensation Components,” our Board, at its March 3, 2025 board meeting, adopted “balanced scorecards” that substantially established, for each of our then-current Named Executive Officers, the Board’s performance levels during the one- and three-year periods ending December 31, 2025, by which they would be considered for short-term and long-term incentive awards after the conclusion of 2025. At the meeting held March 3, 2025, and based on the extent to which the Board deemed the performance criteria to be satisfied, the Board authorized (a) the payment of short-term incentive awards (payable quarterly in 2026 in cash) to the Named Executive Officers for 2025 performance, and (b) the issuance of restricted shares as LTI Awards (to be issued in March 2026, using the Company’s stock price at the close of trading on the day immediately preceding the grant date) based upon performance for the three-year performance period ending December 31, 2025. The following table provides additional information regarding grants of plan-based awards made to the Named Executive Officers during the year ending December 31, 2025 (based on the good, very good, and exceptional award levels as they existed as of December 31, 2025 under the balanced scorecards for such grants).
Grants of Plan-Based Awards
| GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | Name | Grant Date* | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | Grant date fair value of stock and option awards ($) | | | | Good ($) | Very Good ($) | Exceptional ($) | Good (#) | Very Good (#) | Exceptional (#) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | D. Neil Dauby | 3-3-2025 | 288,750 | 481,250 | 673,750 | 7,370 | 12,284 | 17,197 | 517,464 | | Bradley M. Rust | 3-3-2025 | 157,500 | 262,500 | 367,500 | 4,020 | 6,700 | 9,380 | 282,268 | | Michael F. Beckwith | 3-3-2025 | 107,625 | 179,375 | 251,125 | 2,747 | 4,579 | 6,410 | 192,897 | | Amy D. Jackson | 3-3-2025 | 99,750 | 166,250 | 232,750 | 2,546 | 4,244 | 5,941 | 178,784 | | Bradley C. Arnett | 3-3-2025 | 82,688 | 137,813 | 192,938 | 2,111 | 3,518 | 4,925 | 148,191 |
Grants of Plan-Based Awards
* As explained above, the grants of short-term awards and long-term awards with respect to 2025 performance were approved on March 2, 2026, but such 2025 grants were awarded with reference to performance goals that were substantially established at a meeting of the Board held on March 3, 2025. 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 March 3, 2025 meeting of the Board. 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 2025 salaries (under the balanced scorecard performance goals that were substantially established by Board action on March 3, 2025). The actual amounts of the awards (as fixed by action of the Board on March 2, 2026) have been reported in the Summary Compensation Table. 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 2025 salaries (under the balanced scorecard performance goals that were substantially established by Board action on March 3, 2025). 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 Company’s fiscal year (based on the Nasdaq Official Closing Price of $39.18 for the Company’s common shares on December 31, 2025), then rounded up to the nearest whole number of shares.
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table provides information on stock relating to grants becoming vested in 2025 with respect to the Named Executive Officers. The stock grants reported below consist of the following: ● For Mr. Dauby and Mr. Rust, one-third of the LTI restricted stock awards granted on each of March 15, 2022, 2023, and 2024 (based on performance periods ending on each of December 31, 2021, 2022, and 2023, respectively), which each vested effective March 15, 2025; ● For Mr. Beckwith, 50% of the LTI restricted stock award granted on March 15, 2023 (based on the performance period ending on December 31, 2022), which vested effective December 5, 2025, and one-third of the LTI restricted stock award granted on March 15, 2024 (based on the performance period ending on December 31, 2023), which vested effective March 15, 2025; ● For Ms. Jackson, one-third of the LTI restricted stock awards granted on each of March 15, 2023 and 2024 (based on performance periods ending on each of December 31, 2022 and 2023, respectively), which each vested effective March 15, 2025; and ● For Mr. Arnett, 50% of the LTI restricted stock award granted on September 25, 2023 (a “jump start” award upon joining the Company), which vested effective December 5, 2025; and 50% of the LTI restricted stock award granted on March 15, 2024 (based on the performance period ending on December 31, 2023), which vested effective December 5, 2025.
Option Exercises and Stock Vested
| OPTION EXERCISES AND STOCK VESTED | | | | | | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | (a) | (b) | (c) | (d) | (e) | | D. Neil Dauby | ― | ― | 10,419 | 402,799 | | Bradley M. Rust | ― | ― | 6,647 | 256,973 | | Michael F. Beckwith | ― | ― | 2,703 | 105,890 | | Amy D. Jackson | ― | ― | 2,753 | 106,431 | | Bradley C. Arnett | ― | ― | 1,685 | 67,569 |
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, 2025. For this purpose, the number of Stock Awards reported in column (g) represents (a) the unvested portions of the restricted shares granted in March 2023 (with respect to corporate performance during the three-year period ended December 31, 2022), (b) the unvested portions of the restricted shares granted in March 2024 (with respect to corporate performance during the three-year period ended December 31, 2023), (c) all of the restricted shares issued in March 2025 (with respect to corporate performance during the three-year period ended December 31, 2024), and (d) all of the restricted shares issued in March 2026 (with respect to corporate performance during the three-year period ended December 31, 2025). The long-term corporate performance scorecards for the three-year period ended December 31, 2025, were established by Board action on March 3, 2025. The dollar values of the 2025 scorecard performance targets were determinable as of December 31, 2025 and, therefore, the number of shares actually issued on March 4, 2026, in satisfaction of those dollar values (based on the March 3, 2026 fair market value of our common shares) are included in the column (g) figures as if they had been awarded effective December 31, 2025.
Outstanding Equity Awards at Fiscal Year-End
| 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 | ― | ― | ― | ― | ― | 35,552 | 1,392,927 | ― | ― | | Bradley M. Rust | ― | ― | ― | ― | ― | 19,724 | 772,786 | ― | ― | | Michael F. Beckwith | ― | ― | ― | ― | ― | 11,865 | 464,871 | ― | ― | | Amy D. Jackson | ― | ― | ― | ― | ― | 11,946 | 468,044 | ― | ― | | Bradley C. Arnett | ― | ― | ― | ― | ― | 7,236 | 283,506 | ― | ― |
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 2025. In addition, Mr. Rust is also 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 2025 with respect to the Named Executive Officers.
Nonqualified Deferred Compensation
| 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 | 124,445 | 53,349 | 122,726 | ― | 724,416 | | Bradley M. Rust | 45,074 | 28,593 | 9,777 | ― | 281,513 | | Michael F. Beckwith | 87,473 | 14,276 | 38,966 | ― | 292,346 | | Amy D. Jackson | 8,116 | 12,497 | 7,901 | ― | 55,256 | | Bradley C. Arnett | 26,814 | 7,139 | 2,519 | ― | 29,333 |
Nonqualified Deferred Compensation
(1) Amounts in column (c) represent the matching contributions accrued under the Nonqualified Savings Plan in 2025 that will be contributed in 2026, such amounts are also included in “All Other Compensation” (column (i)) of the Summary Compensation Table. (2) 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. (3) The amounts in column (f) include compensation in the amount of $128,621 for Mr. Dauby, $127,485 for Mr. Rust, $17,005 for Mr. Beckwith, and $15,148 for Ms. Jackson that, in each case, represents compensation for years prior to 2025 and, to the extent applicable, reflected in the Summary Compensation Table for such prior years.
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 $10,000 burial benefit, are payable to Mr. Rust’s beneficiary under the plan. The following table provides information regarding benefits and distributions under these pension benefit arrangements with respect to the Named Executive Officers.
Pension Benefits
| PENSION BENEFITS | | | | | | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | D. Neil Dauby | ― | ― | ― | ― | | Bradley M. Rust | Executive Supplemental Retirement Income Agreement | N/A(1) | 196,148(2) | None | | Michael F. Beckwith | ― | ― | ― | ― | | Amy D. Jackson | ― | ― | ― | ― | | Bradley C. Arnett | ― | ― | ― | ― |
Pension Benefits
(1) The benefits under the supplemental executive retirement agreement with Mr. Rust is not dependent on credited years of service. Mr. Rust is 100% vested in the benefit under his agreement. (2) 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%.
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, 2025): ● 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, 2025, there was a total of 54,533 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, 2025, 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.
Potential Payments upon Termination or Change in Control
| | Scheduled to Vest March 15, 2026 | | Scheduled to Vest December 5, 2026 | | Scheduled to Vest March 15, 2027 | | Scheduled to Vest March 15, 2028 | | 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) ($) | Number of Shares (#) | Market Value of Shares (1) ($) | | | D. Neil Dauby | 11,808 | 462,637 | — | — | 7,854 | 307,720 | 3,424 | 134,152 | 904,509 | | Bradley M. Rust | 6,758 | 264,778 | — | — | 4,359 | 170,786 | 1,807 | 70,798 | 506,362 | | Michael F. Beckwith | 2,984 | 116,913 | — | — | 2,985 | 116,952 | 1,249 | 48,936 | 282,801 | | Amy D. Jackson | 3,886 | 152,253 | — | — | 2,621 | 102,691 | 1,132 | 44,352 | 299,296 | | Bradley C. Arnett | 866 | 33,930 | 1,069 | 41,883 | 866 | 33,930 | 865 | 33,891 | 143,634 |
Potential Payments upon Termination or Change in Control
(1) Based on the closing price of $39.18 per share on December 31, 2025. 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, 2025. 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, 2025 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.
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. Because our employee population has changed as a result of our acquisition of Heartland BancCorp, we have identified a new median employee for purposes of calculating our CEO Pay Ratio for 2025. In determining the median employee for 2025, a listing was prepared of all employees (including Heartland’s). We started with gross earnings for all individuals within our two companies: German American Bank and German American Investment Services, Inc. We omitted employees terminated during 2025. 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 1,038 employees remaining. We then selected the 519th person on the list as our most comparative median employee in the organization. Our CEO, Mr. Dauby, had 2025 annual total compensation of $2,068,536 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2025 was $53,387. As a result, we calculated that Mr. Dauby’s 2025 annual total compensation was approximately 39 times that of our median employee.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| Year | Summary compensation table total for PEO (1) ($) | 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) | | 2025 | 2,068,536 | 1,923,948 | 926,130 | 861,670 | 135.90 | 145.48 | 112,635 | 4.4% | | 2024 | 1,661,490 | 1,872,852 | 749,252 | 823,423 | 135.44 | 131.50 | 83,811 | (2.9)% | | 2023 | 1,418,115 | 1,344,065 | 687,175 | 637,832 | 105.92 | 110.40 | 85,888 | 9.2% | | 2022 | 1,374,051 | 1,196,188 | 689,558 | 624,348 | 117.97 | 119.26 | 81,825 | 13.5% | | 2021 | 1,626,579 | 1,518,365 | 801,437 | 726,260 | 120.33 | 139.90 | 84,137 | 17.6% |
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:
Pay Versus Performance
| Year | PEO | Non-PEO NEOS | | 2025 | D. Neil Dauby | Bradley M. Rust, Michael F. Beckwith, Amy D. Jackson and Bradley C. Arnett | | 2024 | D. Neil Dauby | Bradley M. Rust, Michael F. Beckwith, Amy D. Jackson and Bradley C. Arnett | | 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 |
Pay Versus Performance
(2) 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 tables below provide 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 for the fiscal years indicated:
Pay Versus Performance
| PEO — Adjustments to Arrive at Compensation Actually Paid | | | | | | | Description | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduct the amounts reported in the SCT for “stock awards” (column (e)) and “option awards” (column (f)) | (517,464) | (397,116) | (423,754) | (403,122) | (421,906) | | 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 | 402,457 | 534,443 | 384,609 | 227,679 | 286,776 | | 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 | (13,327) | 77,670 | (24,792) | (3,367) | 10,390 | | 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 | (16,254) | (3,636) | (10,113) | 947 | 16,526 | | Total | (144,588) | 211,362 | (74,050) | (177,863) | (108,214) |
Pay Versus Performance
| Non-PEO NEOS — Adjustments to Arrive at Compensation Actually Paid | | | | | | | Description | 2025 | 2024 | 2023 | 2022 | 2021 | | Deduct the amounts reported in the SCT for “stock awards” (column (e)) and “option awards” (column (f)) | (200,535) | (146,512) | (169,846) | (168,145) | (187,585) | | 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 | 148,482 | 195,731 | 138,611 | 106,946 | 105,899 | | 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 | (4,235) | 20,716 | (8,905) | (1,908) | 3,725 | | 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 | (4,423) | 7,838 | (6,434) | 557 | 5,979 | | Deduct aggregate change in the Actuarial Present Values reported under the “Change in Pension Value” Column of the SCT | (3,749) | (3,602) | (2,769) | (2,660) | (3,195) | | Total | (64,460) | 74,171 | (49,343) | (65,210) | (75,177) |
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 2025, 2024, 2023, 2022 and 2021, 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 2025, 2024, 2023, 2022 and 2021, 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, 2025, 2024, 2023, 2022 and 2021. (6) 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. For the years indicated below, the Company’s annual GAAP net income (which is the basis for EPS) was adjusted to eliminate the after-tax impact of the indicated items, which are deemed unrepresentative of the Company’s core operating performance: ● 2022: Non-recurring expenses resulting from the Company’s merger with Citizens Union Bancorp of Shelbyville, Inc. ● 2024: The gain on the Company’s sale of its insurance agency, the loss on its securities portfolio restructuring, and the merger-related transactions costs incurred in connection with the Heartland BancCorp (“Heartland”) merger. ● 2025: The CECL “Day 2” provision expense for acquired loans that have only insignificant credit deterioration (i.e., non-PCD loans) related to the Heartland merger; non-recurring expenses related to the Heartland merger; and the net gain on the extinguishment of debt resulting from the redemption of certain subordinated notes on September 15, 2025 and December 30, 2025. The Company and its Board of Directors consider these events to be unrepresentative of the Company’s core operating performance.
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 five 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 five 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 five most recently completed fiscal years. Relationship Between Company TSR and Peer Group TSR The following chart compares our cumulative TSR over the five most recently completed fiscal years to that of the S&P Regional Banks Select Industry Index over the same period.
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, annually, 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 2025, 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 director compensation for the average director was slightly below the median (50th percentile) value of our peer group. Based on that assessment and the Committee’s review of the information, it was determined that director compensation for the period commencing July 1, 2025 should reflect certain increases from amounts paid for the 2024-2025 service period. Specifically, the director compensation changes for the annual period that commenced July 1, 2025 included: (i) an increase in the equity portion of the annual retainer from $40,000 to $50,000, (ii) an increase in the cash portion of the annual retainer from $25,000 to $40,000; and (iii) increases in the supplemental cash retainers paid to committee chairs as follows: (a) Audit Committee from $10,000 to $12,500; (b) Governance/Nominating Committee from $5,000 to $7,000; and (c) Compensation/Human Resources Committee from $7,500 to $9,000. In 2025, the Company also began paying a supplemental cash retainer to the chair of the Company’s new Risk Committee in the amount of $9,000. In the case of the lead independent director of the Board, a supplemental annual cash retainer in the amount of $17,000 was approved for the service period. In the previous service period, an aggregate supplemental annual cash retainer in the amount of $25,000 was shared equally by the co-lead independent directors. In addition, the Company pays to each non-employee director an attendance fee of $1,000 for each Board committee meeting that he or she attends during the service period. The meeting fee had been $850 during the previous service period. Additionally, non-employee directors will be reimbursed for certain ordinary and necessary travel expenses incurred while attending regularly scheduled and special meetings of the Board and committees thereof, consistent with the Company’s board travel reimbursement policy. On June 30, 2025, the Company granted 1,298 shares of restricted common stock of the Company to the then current non-employee members of the Board of Directors, representing the equity component of the annual retainer. Such common stock, which was issued pursuant to the Company’s 2019 Long-Term Equity Incentive Plan, will not be transferable prior to July 1, 2026, and will be fully forfeited were a director not to continue in service as a director of the Company through June 30, 2026 for any reason other than death, disability, or retirement, and is subject to a 50% forfeiture (for any reason other than disability) should a director fail to attend in person a certain percentage of meetings of the boards and committees on which he or she was a member during the service period, or fail to attend (other than by reason of disability, illness or bona fide emergency) the Company’s 2025 annual meeting of shareholders. In the case of Ms. Medley and Mr. Sheidler (each of whom, as discussed previously, is retiring from our Board at this year’s Annual Meeting), in lieu of the June 30, 2026 measurement date specified above, the date of April 27, 2026 will be used as the date for measuring vesting of their restricted stock awards. We believe 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). As part of the comprehensive Board of Director compensation study conducted by BCG in 2025, it was determined that the Board’s common stock ownership requirement of four times the annual retainer (which is currently $90,000 and paid in a combination of cash and equity) was higher than substantially all of the Company’s compensation peers. As a result, effective July 1, 2025, the requirement for common stock ownership by non-employee directors was lowered to three times their annual retainer. All new non-employee directors must acquire such shares within five years after joining the Company’s Board of Directors, and current non-employee directors have five years from the date of implementation of the initial policy (February 27, 2023) to acquire such shares. Excluding those non-employee directors that have joined our Board recently, all other non-employee directors met the requirements of our stock ownership policy as of the date of this proxy statement. The table below shows all compensation paid during 2025 to our directors who served during 2025 and who were not also Executive Officers in 2025. Directors who are Executive Officers (which included Mr. Dauby) do not receive separate compensation as members of the Board.
DIRECTOR COMPENSATION
| DIRECTOR COMPENSATION TABLE | | | | | | | | | Name | Fees Earned or Paid in Cash ($) | 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 | 77,400 | 49,986 | ― | ― | ― | ― | 127,386 | | Angela Curry | 49,900 | 49,986 | ― | ― | ― | ― | 99,886 | | Susan J. Ellspermann | 57,150 | 49,986 | ― | ― | ― | ― | 107,136 | | Marc D. Fine | 52,400 | 49,986 | ― | ― | ― | ― | 102,386 | | Jason M. Kelly | 60,600 | 49,986 | ― | ― | ― | ― | 110,586 | | G. Scott McComb | 58,617 | 49,986 | ― | ― | ― | ― | 108,603 | | Diane B. Medley | 50,600 | 49,986 | ― | ― | ― | ― | 100,586 | | M. Darren Root | 61,850 | 49,986 | ― | ― | ― | ― | 111,836 | | Christina M. Ryan | 46,600 | 49,986 | ― | ― | ― | ― | 96,586 | | Andrew M. Seger | 44,700 | 49,986 | ― | ― | ― | ― | 94,686 | | Jack W. Sheidler | 52,300 | 49,986 | ― | ― | ― | ― | 102,286 | | Ronnie R. Stokes | 57,817 | 49,986 | ― | ― | ― | ― | 107,803 | | Tyson J. Wagler | 53,450 | 49,986 | ― | ― | ― | ― | 103,436 |
DIRECTOR COMPENSATION
See description above regarding the grant on June 30, 2025 of 1,298 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 June 30, 2025 of $38.51. Subject to the continued service and attendance obligations described above, such restricted shares will vest on July 1, 2026 (except, as discussed above, in the case of Ms. Medley and Mr. Sheidler, whose shares will vest on April 27, 2026).