Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Executive Officer Compensation.
2023 Management Incentive Plan
On February 27, 2023, the Board of Directors (the “Board”) of German American Bancorp, Inc. (the “Company”), by the vote of the members of the Board who are not “interested directors” within the meaning of Nasdaq rules, established the balanced scorecards for the Company’s 2023 Management Incentive Plan applicable to each of the executive officers of the Company, including those executive officers who will be individually named in the Company’s compensation disclosures in its upcoming annual meeting proxy statement (the “Named Executive Officers”), all as recommended by the Compensation/ Human Resources Committee of the Board (the “Committee”). Set forth below are the scorecard details for the following Named Executive Officers who will participate in the 2023 Management Incentive Plan (the “Participating Officers”): D. Neil Dauby (President and Chief Executive Officer), Bradley M. Rust (Senior Executive Vice President, Chief Operating Officer and Chief Financial Officer), Keith A. Leinenbach (Executive Vice President and Chief Credit Officer), Amy D. Jackson (Executive Vice President and Chief Administrative Officer), and Clay M. Barrett (Executive Vice President and Chief Digital and Information Officer). As previously reported, Randall L. Braun, the Company’s Executive Vice President and Chief Banking Officer, and a Named Executive Officer, will retire effective April 1, 2023 and, therefore, is not participating in the 2023 Management Incentive Plan.
Each “balanced scorecard” establishes specific corporate and shareholder-related performance goals balanced by the officer’s area of responsibility and his or her expected individual level of contribution to the Company’s achievement of its corporate goals. These balanced scorecards describe potential awards based (i) on performance for 2023 only (“short-term awards”), and (ii) on performance for the three-years ending December 31, 2023 (“long-term awards”), as follows:
Potential Short-Term Cash Incentive Awards
Under the 2023 Management Incentive Plan, the Company will pay additional compensation in the form of annual cash incentive awards to its Participating Officers rewarding annual performance, contingent upon the achievement of certain goals that are established by the short-term balanced scorecards. The Board established the criteria described below for the award of short-term cash incentive payments for the Participating Officers.
Potential short-term cash incentive awards for the Participating Officers will be determined by their individual scorecards as percentages of their 2023 base salaries, based on the extent to which 2023 performance levels are met, as follows:
| | | | | | | | | | | |
Executive | Potential Dollar Amount of 2023 Short-Term Award as Percentage of 2023 Base Salary at the Following Performance Levels |
Good | Very Good | Exceptional |
| Mr. Dauby | 37.50% | 62.50% | 87.50% |
| Mr. Rust | 30.00% | 50.00% | 70.00% |
| Mr. Leinenbach | 26.25% | 43.75% | 61.25% |
| Ms. Jackson | 26.25% | 43.75% | 61.25% |
| Mr. Barrett | 26.25% | 43.75% | 61.25% |
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) or for that portion of performance that exceeds the maximum payout level (i.e., “exceptional” performance).
Cash incentive award entitlements, if any, for services during 2023 under the scorecards will be earned by each of the Participating Officers based on the extent to which levels of performance are met or exceeded with respect to the following components:
•formula assessments of 2023 corporate performance (80% weight); and
•judgmental assessments of individual performance during 2023 (20% weight).
Corporate Performance Component
For 2023, the short-term corporate performance criteria specified by the scorecards of each of the Participating Officers are the following measures of income, revenue, balance sheet growth, and asset quality, weighted as a percentage of each of their total short-term performance measures, as follows:
| | | | | |
Growth in adjusted earnings per share (1) | 25% |
Efficiency ratio, as adjusted (1) | 10% |
| Growth in core organic deposits and repurchase agreements | 15% |
| Growth in core organic loans | 20% |
| Average ratio of non-performing assets to total assets | 10% |
(1) Adjusted earnings per share and the adjusted efficiency ratio will each 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. See “Adjustments to Financial Measures” below for additional details.
Individual Performance Component
For 2023, the individual performance criteria for each Participating Officer (weighted as 20% of their respective total short-term performance measures) will be satisfied through the judgmental assessment of his or her respective overall job performance during 2023 (as to good, very good, and exceptional).
Expected Degree of Difficulty, on Balance, of Achieving Performance Levels
The levels of achievement for the corporate financial metrics described above were established at levels that the Committee and Board believed were reasonable levels of corporate performance, considering factors that included the past performance and the Company’s best estimates for 2023. Overall, 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 performance levels are appropriately challenging yet reasonably attainable by each of its executives participating in the 2023 Management Incentive Plan.
Vesting and Clawback Potential
Amounts payable in respect of 2023 short-term cash incentive awards will vest in periodic installments throughout 2024, if the recipient has continued to be employed by the Company as of each installment vesting date (subject to certain exceptions), and may be recouped by the Company in the event of certain material financial restatements of its performance metrics or other circumstances, in the Committee’s discretion.
2023 Net Income Trigger
Notwithstanding the satisfaction of one or all of the performance measures outlined above, no short-term cash incentive award will be payable by the Company unless the Company’s consolidated net income for 2023 is at least $78,800,000.
Potential Long-Term Incentive Awards
Long-term incentive (LTI) Awards are established by the Management Incentive Plan upon recommendation of the Committee based upon the executive officer’s level of responsibility, and are earned in proportion to the extent to which the Company has met or exceeded certain corporate financial targets on an average basis over the three-year period ending in the year for which the scorecard is established. The Board established potential long-term incentive awards for its Participating Officers as percentages of their 2023 base salary based on the extent to which three-year performance levels are met, as follows:
| | | | | | | | | | | |
Executive | Potential Dollar Amount of 2023 Long-Term Award as Percentage of 2023 Base Salary at the Following Performance Levels |
Good | Very Good | Exceptional |
| Mr. Dauby | 37.50% | 62.50% | 87.50% |
| Mr. Rust | 30.00% | 50.00% | 70.00% |
| Mr. Leinenbach | 26.25% | 43.75% | 61.25% |
| Ms. Jackson | 26.25% | 43.75% | 61.25% |
| Mr. Barrett | 26.25% | 43.75% | 61.25% |
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) 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 ending December 31, 2023 under the scorecards are based on the following selected long-term corporate performance criteria:
•adjusted return on equity (1/3 weight);
•adjusted return on assets (1/3 weight); and
•adjusted earnings per share growth (1/3 weight).
The Company’s adjusted return on equity, return on assets and earnings per share growth will each 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. See “Adjustments to Financial Measures” below for additional details. Return on equity and return on assets are each benchmarked against the Company’s average of its percentile rankings for such criteria over each of the three years ending December 31, 2023, with each year’s percentile ranking computed against that year’s custom Midwest publicly-held banking company peer group. Return on equity and return on assets for each peer group company will be similarly adjusted to reflect its core operating performance, with such adjustments, in each case, being based upon amounts reported in the peer company’s filings with the Securities and Exchange Commission. Adjusted earnings per share growth is measured as the Company’s average growth rate for each of the three years ending December 31, 2023 compared to growth rates established for each level of performance.
The Company intends to satisfy any LTI award that is deemed earned for 2023 by issuing common shares of the Company (the transferability of which will be restricted pending satisfaction of a continuing employment vesting requirement) that have a market value (based on the market value of unrestricted Company common shares as of the stock issuance date in 2023) equal to the dollar amount of the LTI award.
Vesting and Clawback Potential
Amounts of Company stock payable to the executive officers in respect of LTI awards for the three-year period ended December 31, 2023 will vest in one-third installments on the first, second and third anniversaries of the award date, if the recipient has continued to be employed by the Company as of each such vesting date (subject to certain exceptions). Any such amounts will be subject to recovery or clawback by the Company (i) in the event of certain material restatements of the Company’s financial results, (ii) if required by law, or (iii) if required by any other clawback or forfeiture policies maintained by the Company from time to time.
2023 Net Income Trigger
Notwithstanding the satisfaction of one or all of the performance measures outlined above, no LTI award will be payable by the Company unless the Company’s consolidated net income for 2023 is at least $78,800,000.
Adjustments to Financial Measures
In establishing certain performance measures above, the non-interested members of the Board determined that such measures would 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. The Board believes that failure to make these adjustments may inappropriately penalize the affected Participating Officers for expenses that were not indicative of actual performance. In addition, the Board believes that making appropriate adjustments may more effectively align management incentives with the Company’s strategy to continue the expansion of its business through mergers and acquisitions.
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