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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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FIRST FINANCIAL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808
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Sincerely,
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/s/ B. Guille Cox Jr.
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Chairman of the Board
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(1)
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To elect W. Curtis Brighton, William R. Krieble, and Ronald K. Rich to the Board of Directors of the Corporation for a three-year term expiring at the 2022 annual meeting of shareholders and until their successors are duly elected and qualified;
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(2)
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To conduct a non-binding advisory vote to approve the compensation of our named executive officers as described in the Proxy Statement;
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(3)
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To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and
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(4)
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To transact such other business as may properly be presented at the meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors
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/s/ Rodger A. McHargue
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Chief Financial Officer and Secretary
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Important Notice Regarding the Availability of Proxy Materials for the
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Shareholder Meeting to be Held on April 17, 2019:
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The proxy statement and annual report are available at
https://www.first-online.com/proxy
.
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Page
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QUESTIONS AND ANSWERS ABOUT THE MEETING
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1
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PROPOSAL 1: ELECTION OF DIRECTORS
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5
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ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS
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8
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Meetings and Attendance
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8
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Committees
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8
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Compensation of Directors
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9
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Director Compensation
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10
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Director Stock Ownership Guidelines
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10
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Anti-Hedging Policy
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10
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Compensation Committee Interlocks and Insider Participation
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10
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Certain Relationships and Related Transactions
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11
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INFORMATION ABOUT NAMED EXECUTIVE OFFICERS
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12
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CORPORATE GOVERNANCE
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12
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General
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12
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Consideration of Director Candidates
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12
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Board Leadership Structure and Lead Independent Director
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13
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Risk Oversight
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13
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Director Independence
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14
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Corporate Governance Guidelines
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14
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Code of Ethics
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14
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Communications with Directors
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14
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Governance Documents
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14
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AUDIT COMMITTEE REPORT
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14
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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS
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16
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EXECUTIVE COMPENSATION
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29
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Summary Compensation Table
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29
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Grants of Plan-Based Awards
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30
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Outstanding Equity Awards at Fiscal Year-End
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30
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Option Exercises and Stock Vested in 2018
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31
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Pension Benefits
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31
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Nonqualified Deferred Compensation For 2018
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32
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Employment Agreements
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32
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Potential Payments Upon Termination or Change in Control
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34
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CEO PAY RATIO
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36
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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37
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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38
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•
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The election of W. Curtis Brighton, William R. Krieble, and Ronald K. Rich to the Board for a three-year term;
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•
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The approval, on a non-binding advisory basis, of the compensation of our named executive officers as described in this proxy statement; and
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•
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The ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
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•
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FOR
the election of W. Curtis Brighton, William R. Krieble, and Ronald K. Rich to the Board for a three-year term;
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•
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FOR
the approval, on a non-binding advisory basis, of the compensation of our named executive officers; and
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•
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FOR
the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.
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•
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Submitting a Proxy by Telephone:
You can submit a proxy for your shares by telephone until 11:59 p.m. Eastern Daylight Time on April 16, 2019 by calling the toll-free telephone number on the enclosed proxy card, (800) 690-6903. Telephone proxy submission is available 24 hours a day. Easy-to-follow voice prompts allow you to submit a proxy for your shares and confirm that your instructions have been properly recorded. Our telephone proxy submission procedures are designed to authenticate shareholders by using individual control numbers.
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•
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Submitting a Proxy by Mail:
If you choose to submit a proxy by mail, simply mark the appropriate proxy card, date and sign it, and return it in the postage paid envelope provided or to the address shown on the proxy card.
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•
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Submitting a Proxy via the Internet:
You can submit a proxy for your shares via the Internet until 11:59 p.m. Eastern Daylight Time on April 16, 2019 by visiting the website on the enclosed proxy card,
www.proxyvote.com
. Internet proxy submission is available 24 hours a day. Our Internet proxy submission procedures are designed to authenticate shareholders by using individual control numbers.
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•
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providing written notice to the Secretary of the Corporation;
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•
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delivering a valid, later-dated proxy; or
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•
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attending the annual meeting and voting in person.
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•
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The integrity of our financial statements;
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The qualifications and independence of our independent registered public accounting firm;
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The performance of our internal audit function and independent registered public accountants;
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Our compliance with certain applicable legal and regulatory requirements; and
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Our system of disclosure controls and system of internal controls regarding finance, accounting and legal compliance.
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Fees Earned or
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Name
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Paid in Cash
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Total
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W. Curtis Brighton
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$
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82,750
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$
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82,750
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B. Guille Cox
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84,750
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84,750
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Thomas Dinkel
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80,500
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80,500
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Anton H. George
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87,250
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87,250
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Gregory L. Gibson
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77,750
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77,750
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William H. Krieble
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83,750
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83,750
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Ronald K. Rich
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84,250
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84,250
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Virginia L. Smith*
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74,250
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74,250
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William J. Voges
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82,250
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82,250
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Members of the Audit Committee
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Thomas T. Dinkel, Chairman
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Anton H. George
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W. Curtis Brighton
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NEO
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Position
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Norman L. Lowery
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Chief Executive Officer and President (our “CEO”)
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Rodger A. McHargue
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Chief Financial Officer (our “CFO”)
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Norman D. Lowery
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Chief Operations Officer (our “COO”)
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Steven H. Holliday
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Chief Credit Officer
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Karen L. Milienu
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Chief Branch Banking Officer
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•
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Record net income of $46.6 million versus $29.1 million for fiscal 2017. The increase in 2018 net income includes the recovery of a security previously written down for other-than temporary impairment, which contributed $2.4 million pre-tax to interest income and $4.5 million pre-tax to other income.
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•
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Diluted net income per common share was $3.80 versus $2.38 for fiscal 2017.
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•
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Return on assets for the twelve months ended December 31, 2018 was 1.57% compared to 0.98% for the twelve months ended December 31, 2017.
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•
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Total loans outstanding increased $47.2 million, or 2.48%, to $1.95 billion as of December 31, 2018, from $1.91 billion as of December 31, 2017.
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•
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Total deposits were $2.44 billion for 2018, compared to $2.46 billion as of December 31, 2017.
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•
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Return on equity for the twelve months ended December 31, 2018 was 10.98% compared to 6.69% for the twelve months ended December 31, 2017.
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•
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The net interest margin for 2018 increased to 4.32% compared to 4.11% for fiscal 2017.
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•
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The ratio of nonperforming loans to total loans and leases was 0.85% as of December 31, 2018 versus 1.14% as of December 31, 2017.
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•
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Book value per share was $36.06 at December 31, 2018 compared to $33.77 at December 31, 2017.
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•
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Shareholders’ equity was $442.7 million at December 31, 2018 compared to $413.6 million on December 31, 2017.
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WHAT WE DO
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WHAT WE DO NOT DO
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P
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Significant emphasis on performance-based, “at-risk” compensation
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x
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No non-performance based incentive awards
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P
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Incentive award metrics that are objective and tied to key company performance metrics.
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x
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No hedging transactions by executive officers or directors
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P
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Equity awards granted based on performance and which vest over three years to promote retention
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x
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No excise tax gross-ups in our employment agreements
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P
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Incentive plans with threshold performance and associated payout levels, below which no incentive awards are paid. Threshold payouts for both the STIP and LTIP are 80% of target.
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x
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No automatic renewal (“evergreen”) provisions in our employment agreements.
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P
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Incentive plans with capped maximum payouts (125% of target for the STIP for the CEO, 120% of target for the STIP for other NEOs and 150% of target for the LTIP)
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x
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No “single trigger” change in control severance
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P
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Compensation recoupment “claw-back” policy.
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P
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Share ownership guidelines (for executives and directors)
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P
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Maintain target total cash compensation and target total direct compensation for our Named Executive Officers which, in aggregate, is aligned with market-competitive levels.
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•
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Base Salaries.
We made base salary increases in 2018 based on individual performance and experience considerations for each executive and for our NEOs other than the CEO, in continuation of our multi-year steps to better align the base salaries of those NEOs with our peer banks and other competitors. Prior to these adjustments, those executives, were paid base salaries below the market median identified by the Committee’s independent compensation consultant.
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•
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Short-Term Incentive Compensation.
Under our short-term incentive plan (“STIP”), we used two Corporation-wide performance measures - net income and efficiency ratio - to assess the performance of our CEO. For our other NEOs, Bank-level net income and efficiency ratio, controllable Bank departmental and additional Bank measures were used. As shown in the tables on pages 23-24, the above target performance on Corporation and Bank net income, efficiency ratio, and departmental controllable expenses, combined with varying performance results on other Bank measures resulted in a STIP payout at 108.11% of target for our CEO, and payouts ranging from 87.64% to 109.95% of target for the other NEOs.
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•
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Long-Term Incentive Compensation.
We make awards to our CEO and other NEOs under our performance-based long-term equity incentive plan (“LTIP”) in February of each year based on how we have performed against certain performance measures over the prior three-year period. For 2018 performance, we used four measures - return on assets, return on equity, tangible book value and earnings per share. We made awards in February 2019 based on performance through 2018. As shown in the table on page 25, except for tangible book value for which we performed slightly below target, we achieved performance above target in each of these categories. This resulted in LTIP awards of 108.83% of target for the CEO and 107.95% of target for the other NEOs.
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•
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The CEO’s base salary increased 1% in 2018, which was lower than overall salary increases in the market and in the Corporation’s broader workforce and reflects the CEO’s desire to minimize adjustments to his base salary to increase the salary increase budget dollars available for other employees.
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•
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Our 2018 performance was better than 2017, resulting in a higher STIP payment for 2018 (108.11% of target) versus 2017 (105.95% of target).
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•
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The 2018 LTIP payout percentage of 108.83% for 2018, which was greater than the payout percentage of 105.76% for 2017, aligned with the Corporation’s stronger business performance.
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Principle
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Goal
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How It Is Accomplished
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Pay for Performance
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Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals.
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Establish corporate, departmental, and individual goals consistent with our strategic plan and budget that provide the basis for the short and long-term metrics used to measure our success and the value that we create for shareholders.
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Competitiveness
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Pay at levels that will attract, motivate, and retain highly-qualified, talented executives who are focused on the long-term best interests of our shareholders.
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Reward our executives for Corporation, Bank and individual performance.
Align compensation and variable incentives with measurable, objective, business results and appropriate risk management.
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Shareholder Alignment
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Reinforce a culture of ownership and long-term commitment to shareholder value creation.
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NEOs are required to be shareholders and own a minimum level of Company stock throughout their employment.
The size of LTIP awards are based entirely on performance and vest over a three-year period.
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Component
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Role
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Base Salary
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Fixed cash compensation based on competitive pay levels, the executive’s performance, level of responsibility, experience and tenure to facilitate the acquisition and retention of talented, experienced management.
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Short-Term Incentive (“STIP”)
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Annual variable compensation, payable in cash, based on the achievement of pre-determined objective, corporate or bank performance goals to reward execution and performance which support and drive shareholder value.
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Long-Term Incentive (“LTIP”)
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Equity compensation awarded in February of each year based on the achievement of pre-established, long-term, objective, performance goals over a three-year period to align the executive’s compensation with the prudent management of the Corporation’s assets and earnings growth objectives.
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Setting Performance Goals
In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s annual strategic plan and budget, which were approved by the Board in November and December of the preceding year. The Committee establishes a target performance goal for performance measures determined to be important to the Corporation’s, the Bank’s or a department’s overall performance for the coming year. The performance goal for each of the performance measures is intended to be a stretch goal achievable through sustained execution of the strategic plan, with certain target goals set at 105% of plan. The Committee assigns weights to each of performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures.
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Compensation Peer Group
|
|
1st Source Corporation
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Great Southern Bancorp Inc.
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City Holding Co.
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Horizon Bancorp
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CNB Financial Corp.
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Independent Bank Corporation
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Community Trust Bancorp, Inc.
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Lakeland Financial Corp.
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First Busey Corporation
|
Macatawa Bank Corporation
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First Mid-Illinois Bancshares, Inc.
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MidWest One Financial Group, Inc
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German American Bancorp Inc.
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Peoples Bancorp, Inc.
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NEO
|
2017 Base Salary
|
2018 Base Salary
|
% Change
|
Norman L. Lowery
|
673,000
|
679,730
|
1%
|
Rodger A. McHargue
|
247,300
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272,503
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10%
|
Norman D. Lowery
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270,120
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297,132
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10%
|
Steven H. Holliday
|
231,147
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238,313
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3%
|
Karen L. Milienu
|
194,743
|
214,217
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10%
|
NEO
|
2018 Target Award Level
(% of base salary)
|
2018 Target Award Level
($)
|
Norman L. Lowery
|
46.4%
|
315,395
|
Rodger A. McHargue
|
35%
|
97,231
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Norman D. Lowery
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35%
|
103,996
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Steven H. Holliday
|
35%
|
83,410
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Karen L. Milienu
|
25%
|
53,554
|
•
|
The amount of the STIP award earned is determined based on an overall score.
|
•
|
The overall score is the sum of the weighted scores achieved for each of the performance measures.
|
•
|
The weighted score is based on the score for the particular performance measure multiplied by the weight assigned to that measure.
|
•
|
A score of 100% is earned for a performance measure by achieving the target performance goal for that measure. A score above or below 100% is earned for performance above or below the goal.
|
•
|
The amount of the STIP earned is determined by multiplying the overall score (the sum of the performance scores for the performance measures) times the executive’s target bonus amount.
|
•
|
No STIP award is earned if the overall score is less than 80%. The maximum overall score is 125% for the CEO and 120% for the other NEOs.
|
Performance
Measure
|
Target Goal
($000)
|
Result, as adjusted
($000)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Net Income
|
$41,715
|
$46,583
|
111.67%
|
60%
|
67.00%
|
Efficiency Ratio
|
60.62%
|
58.98%
|
102.78%
|
40%
|
41.11%
|
Overall Score
|
|
|
|
|
108.11%
|
Performance
Measure
|
Target Goal
($000)
|
Result, as adjusted
($000)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Net Income
|
$38,063
|
$43,742
|
114.92%
|
50%
|
57.46%
|
Efficiency Ratio
|
62.53%
|
60.57%
|
103.24%
|
25%
|
25.81%
|
Dept. Controllable
|
$580
|
$554
|
104.70%
|
25%
|
26.18%
|
Overall Score
|
|
|
|
|
109.45%
|
Performance
Measure
|
Target Goal
($000)
|
Result, as adjusted
($000)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Net Income
|
$38,063
|
$43,742
|
114.92%
|
50%
|
57.46%
|
Efficiency Ratio
|
62.53%
|
60.57%
|
103.24%
|
25%
|
25.81%
|
Dept. Controllable
|
$5,228
|
$5,217
|
100.22%
|
25%
|
25.05%
|
Overall Score
|
|
|
|
|
108.33%
|
Performance
Measure
|
Target Goal
($000)
|
Result, as adjusted
($000)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Net Income
|
$38,063
|
$43,742
|
114.92%
|
40%
|
45.97%
|
Efficiency Ratio
|
62.53%
|
60.57%
|
103.24%
|
20%
|
20.65%
|
Non-Performing Loans
|
1.45%
|
0.85%
|
170.59%
|
2.5%
|
4.26%
|
Delinquency
|
0.90%
|
0.79%
|
113.92%
|
2.5%
|
2.85%
|
Total Loan Controllable
|
$66,912
|
$65,761
|
98.28%
|
10%
|
9.83%
|
Total Loan Growth
|
5.00%
|
3.70%
|
74.02%
|
15%
|
11.10%
|
Net Charge-Offs/Loans
|
0.15%
|
0.14%
|
107.14%
|
5%
|
5.36%
|
Total Loan NIM
|
2.75%
|
2.71%
|
98.55%
|
5%
|
4.93%
|
Overall Score
|
|
|
|
|
104.95%
|
Performance
Measure
|
Target Goal
($000)
|
Result, as adjusted
($000)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Net Income
|
$38,063
|
$43,742
|
114.92%
|
20%
|
22.98%
|
Return on Assets
|
1.33%
|
1.51%
|
113.53%
|
20%
|
22.71%
|
Return on Equity
|
9.77%
|
11.12%
|
113.82%
|
20%
|
22.76%
|
Product Controllable
|
$33,283
|
$33,213
|
99.79%
|
10%
|
9.98%
|
IL Growth
|
5.00%
|
4.60%
|
92.02%
|
10%
|
9.2%
|
Deposit Growth
|
5.02%
|
(3.52)%
|
(70.11)%
|
20%
|
—%
|
Overall Score
|
|
|
|
|
87.64%
|
NEO
|
2017 Target
Award Level
(% of base salary)
|
2017 Target
Award Level
($)
|
Overall
Scorecard
Result
|
Actual STIP Earned
($)
|
Norman L. Lowery
|
46.4%
|
$315,395
|
108.11%
|
$340,988
|
Rodger A. McHargue
|
35%
|
$97,231
|
109.45%
|
$106,416
|
Norman D. Lowery
|
35%
|
$103,996
|
108.33%
|
$112,654
|
Steven H. Holliday
|
35%
|
$83,410
|
104.95%
|
$87,534
|
Karen L. Milienu
|
25%
|
$53,554
|
87.64%
|
$46,932
|
NEO
|
2017 Target Award Level
|
Norman L. Lowery
|
60%
|
Rodger A. McHargue
|
40%
|
Norman D. Lowery
|
40%
|
Steven H. Holliday
|
40%
|
Karen L. Milienu
|
20%
|
Performance
Measure
|
Target Goal
|
Result (as adjusted)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Return on Assets
|
1.18%
|
1.35%
|
114.41%
|
20%
|
22.88%
|
Return on Equity
|
8.36%
|
9.47%
|
113.28%
|
15%
|
16.99%
|
Tangible Book Value
|
$33.23
|
$33.05
|
99.46%
|
30%
|
29.84%
|
EPS
|
$3.40
|
$3.80
|
111.76%
|
35%
|
39.12%
|
Overall Score
|
|
|
|
|
108.83%
|
Performance
Measure
|
Target Goal
|
Result (as adjusted)
|
Level of Achievement
(% of Goal)
|
Weighting
|
Resulting
Score
|
Return on Assets
|
1.09%
|
1.22%
|
111.93%
|
20%
|
22.39%
|
Return on Equity
|
8.13%
|
9.00%
|
110.70%
|
15%
|
16.61%
|
Tangible Book Value
|
$33.23
|
$33.05
|
99.46%
|
30%
|
29.84%
|
EPS
|
$3.40
|
$3.80
|
111.76%
|
35%
|
39.12%
|
Overall Score
|
|
|
|
|
107.95%
|
NEO
|
Target
Award Level
(% of base salary)
|
Target
Award Level
($)
|
Overall
Scorecard
Result
|
Actual LTIP
Awarded
($)
|
Norman L. Lowery
|
60%
|
$407,838
|
108.83%
|
$443,842
|
Rodger A. McHargue
|
40%
|
$111,112
|
107.95%
|
$119,950
|
Norman D. Lowery
|
40%
|
$118,853
|
107.95%
|
$128,296
|
Steven H. Holliday
|
40%
|
$95,325
|
107.95%
|
$102,899
|
Karen L. Milienu
|
20%
|
$42,843
|
107.95%
|
$46,248
|
|
Members of the Compensation and Employee Benefits Committee:
|
|
|
|
|
|
|
|
William J. Voges, Chairman
|
|
|
|
Anton H. George
|
|
|
|
William R. Krieble
|
|
|
|
Ronald K. Rich
|
|
Name and Principal Position
|
Year
|
Salary
($)
|
|
Stock Awards
(1)
($)
|
Non-Equity Incentive Plan Compensation
(2)
($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(3)
($)
|
All Other Compensation
(4)
($)
|
Total
($)
|
||||||
Norman L. Lowery,
|
2,018
|
679,730
|
|
|
427,031
|
|
340,988
|
|
353,300
|
|
122,230
|
|
1,923,279
|
|
Chief Executive Officer,
|
2,017
|
673,000
|
|
|
431,983
|
|
330,853
|
|
897,221
|
|
181,897
|
|
2,514,954
|
|
First Financial Bank, N.A. and
|
2,016
|
654,300
|
|
|
389,223
|
|
329,717
|
|
—
|
|
136,177
|
|
1,509,417
|
|
First Financial Corporation
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Rodger A. McHargue,
|
2,018
|
277,803
|
|
(5)
|
105,494
|
|
106,416
|
|
111,876
|
|
25,806
|
|
627,395
|
|
Chief Financial Officer,
|
2,017
|
253,030
|
|
|
101,572
|
|
94,180
|
|
226,257
|
|
31,713
|
|
706,752
|
|
First Financial Bank, N.A. and
|
2,016
|
232,500
|
|
|
85,892
|
|
80,482
|
|
54,872
|
|
25,082
|
|
478,828
|
|
First Financial Corporation
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Steven H. Holliday,
|
2,018
|
238,513
|
|
(6)
|
97,978
|
|
87,534
|
|
—
|
|
35,802
|
|
459,827
|
|
Chief Credit Officer
|
2,017
|
231,347
|
|
|
96,622
|
|
90,277
|
|
—
|
|
43,325
|
|
461,571
|
|
First Financial Bank, N.A. and
|
2,016
|
221,400
|
|
|
85,364
|
|
84,259
|
|
—
|
|
40,246
|
|
431,269
|
|
First Financial Corporation
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Norman D. Lowery,
|
2,018
|
297,132
|
|
|
112,600
|
|
112,654
|
|
97,975
|
|
29,644
|
|
650,005
|
|
Chief Operating Officer,
|
2,017
|
270,120
|
|
|
105,028
|
|
102,767
|
|
150,959
|
|
35,472
|
|
664,346
|
|
First Financial Bank, N.A. and
|
2,016
|
240,400
|
|
|
85,364
|
|
83,833
|
|
—
|
|
25,579
|
|
435,176
|
|
First Financial Corporation
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||
Karen L. Milienu,
|
2,018
|
214,217
|
|
|
41,268
|
|
46,932
|
|
95,088
|
|
16,462
|
|
413,967
|
|
Director of Branch Banking,
|
2,017
|
194,743
|
|
|
38,247
|
|
40,726
|
|
173,488
|
|
18,807
|
|
466,011
|
|
First Financial Bank, N.A
|
2,016
|
175,200
|
|
|
31,707
|
|
35,339
|
|
53,696
|
|
15,313
|
|
311,255
|
|
(1)
|
The amounts in this column represent the aggregate grant date fair values of the restricted stock awarded in 2018 based on prior years’ performance, determined pursuant to FASB ASC Topic 718. These amounts do not reflect whether the recipient will realize a financial benefit from the awards (such as becoming vested over the three-year graded vesting period). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Corporation’s 2018 Annual Report on Form 10-K (note
[16]
).
|
(2)
|
The amounts in this column reflect amounts earned under the STIP.
|
(3)
|
The amounts in this column do not reflect amounts paid. The amounts reflect the actuarial increase in the present value of the named executive officers’ benefits under the Pension Plan and our nonqualified defined benefit plans (“ESRP” and “2005 ESRP”), determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements.
|
(4)
|
For 2018, includes (i) the premiums paid by the Corporation pursuant to a life insurance program for named executive officers of $31,738 for Norman L. Lowery, $3,477 for Mr. McHargue, $4,140 for Mr. Holliday, $683 for Mr. Norman D. Lowery and $600 for Ms. Milienu; (ii) amounts contributed by the Corporation under the 2005
non-qualified defined contribution plan (“2005 EDC”), which were $52,278 for Norman L. Lowery, $4,248 for Mr. McHargue, $1,796 for Mr. Holliday and $5,831 for Norman D. Lowery; (iii) dividends on restricted stock which were $14,949 for Norman L. Lowery, $3,563 for Mr. McHargue, $3,400 for Mr. Holliday, $3,686 for Mr. Norman D. Lowery and $1,352 for Ms. Milienu; (iv) miscellaneous perquisites of less than $10,000; and (v) ESOP account allocations as follows: $13,750 for Mr. Norman L. Lowery; $13,750 for Mr. McHargue; $13,750 for Mr. Norman D. Lowery; $8,250 for Mr. Holliday; and $12,860 for Ms. Milienu. Also includes $11,000 for Mr. Holliday for the 401(k) matching contribution.
|
(5)
|
Includes $4,800 for service as a director of Portfolio Management Specialist A (a subsidiary of the Bank), Portfolio Management Specialist B (an indirect subsidiary of the Bank) and Global Portfolio Limited Partnership (an indirect subsidiary of the Bank), and $500 for service as a director of FFB Risk Management Company, Inc. (a subsidiary of the Corporation).
|
(6)
|
Includes $200 for service as a manager of First Financial Real Estate LLP (a real estate investment trust of the Bank).
|
|
|
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(2)
|
Mean Market Price on Grant Date
($/Sh)
|
Grant Date Fair Value of Stock Awards
(3)
($)
|
||
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|||||
Name
|
Grant Date
|
Plan Name
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
|||
Norman L. Lowery
|
|
2011 STIP
|
252,316
|
315,395
|
394,244
|
|
|
|
|
2/3/2018
|
2011 EIP
|
|
|
|
9,375
|
45.55
|
427,031
|
Rodger A. McHargue
|
|
2011 STIP
|
77,785
|
97,231
|
116,677
|
|
|
|
|
2/3/2018
|
2011 EIP
|
|
|
|
2,316
|
45.55
|
105,494
|
Steven H. Holliday
|
|
2011 STIP
|
66,728
|
83,410
|
100,092
|
|
|
|
|
2/3/2018
|
2011 EIP
|
|
|
|
2,151
|
45.55
|
97,978
|
Norman D. Lowery
|
|
2011 STIP
|
83,197
|
103,996
|
124,795
|
|
|
|
|
2/3/2018
|
2011 EIP
|
|
|
|
2,472
|
45.55
|
112,600
|
Karen L. Milienu
|
|
2011 STIP
|
42,843
|
53,554
|
58,909
|
|
|
|
|
2/3/2018
|
2011 EIP
|
|
|
|
906
|
45.55
|
41,268
|
(1)
|
The amounts in these columns represent the threshold, target and maximum fiscal year 2018 awards available under the 2011 STIP. To receive a payout under the 2011 STIP, a participant must remain employed with the Corporation through the date payment is made, which is within 75 days of the end of the performance period, except in the case of death, disability, retirement, termination without cause or resignation for good reason, which terms are defined in the 2011 STIP. The amounts in these columns represent award opportunities; the actual amount of the award earned for 2018 for each named executive officer is included under the column “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table.
|
(2)
|
The amounts in this column represent restricted stock awards granted in 2018 based on performance during 2017. The shares vest in three substantially equal installments on December 31, 2018, 2019 and 2020. Vesting is contingent upon the executive officers remaining employed during the required service period, unless employment terminates due to death, disability, termination, by the Corporation without cause, resignation for good reason, or retirement (each as defined in the 2011 EIP), in which case the restricted stock award vests in full. No automatic acceleration of vesting occurs upon a change in control. Award recipients are entitled to dividends on the restricted shares during the vesting period.
|
(3)
|
The grant date fair value of the restricted stock awards reported in this column is the grant date value of the awards as determined under FASB ASC Topic 718.
|
|
|
Stock Awards
|
||
Name
|
|
Number of Shares of
Stock That Have Not Vested
(1)
|
|
Market Value of Shares of
Stock That Have Not Vested
(2)
|
Norman L. Lowery
|
|
9,333
|
|
$374,720
|
Rodger A. McHargue
|
|
2,269
|
|
91,100
|
Norman D. Lowery
|
|
2,397
|
|
96,240
|
Steven H. Holliday
|
|
2,123
|
|
85,238
|
Karen L. Milienu
|
|
877
|
|
35,212
|
(1)
|
These shares represent restricted stock awards that vest in installments on December 31, 2019 and December 31, 2020, provided the executive is still employed on such date(s). In the event of involuntary termination due to death, disability, termination without cause or resignation for good reason, or upon retirement after age 65, the awards will vest in full. No automatic acceleration of vesting occurs upon a change in control.
|
(2)
|
The market value is based on $40.15 per share, the closing price for our stock on December 31, 2018.
|
|
|
Stock Awards
|
||
Name
|
|
Number of Shares
Acquired on Vesting
|
|
Value Realized
on Vesting
|
Norman L. Lowery
|
|
10,218
|
|
$410,253
|
Rodger A. McHargue
|
|
2,382
|
|
95,637
|
Norman D. Lowery
|
|
2,453
|
|
98,488
|
Steven H. Holliday
|
|
2,286
|
|
91,783
|
Karen L. Milienu
|
|
901
|
|
36,175
|
Name
|
|
Plan Name
|
|
Number of Years Credited Service
|
|
Present Value of Accumulated Benefit ($)
(1)
|
|
Payments During Last Fiscal Year
|
Norman L. Lowery
|
|
Qualified Pension Plan
|
|
23
|
|
1,861,004
(2)
|
|
—
|
|
|
ESRP
|
|
23
|
|
1,291,031
(3)
|
|
—
|
|
|
2005 ESRP
|
|
23
|
|
2,883,055
(3)
|
|
—
|
Rodger A. McHargue
|
|
Qualified Pension Plan
|
|
25
|
|
1,015,823
(2)(4)
|
|
—
|
|
|
2005 ESRP
|
|
25
|
|
215,349
(3)
|
|
—
|
Steven H. Holliday
|
|
Qualified Pension Plan
|
|
7
|
|
—
|
|
—
|
|
|
2005 ESRP
|
|
7
|
|
—
|
|
—
|
Norman D. Lowery
|
|
Qualified Pension Plan
|
|
29
|
|
530,775
(2)
|
|
—
|
|
|
2005 ESRP
|
|
29
|
|
208,165
(3)
|
|
—
|
Karen L. Milienu
|
|
Qualified Pension Plan
|
|
21
|
|
826,125
(2)(4)
|
|
—
|
(1)
|
The calculation of present value of accumulated benefit assumes a discount rate of 4.22% and mortality based on the RP-2014 Mortality Table projected generationally using Mortality Improvement Scale MP-2018.
|
(2)
|
These amounts represent the amount that Messrs. Norman L. Lowery, McHargue, Norman D. Lowery, and Ms. Milienu’s Pension Plan benefit exceeds their ESOP benefit pursuant to offset arrangements.
|
(3)
|
This amount represents the amount by which Messrs. Norman L. Lowery, McHargue, and Norman D. Lowery’s Executive Supplemental Retirement benefit exceeds his Executive Deferred Compensation benefit.
|
(4)
|
Mr. McHargue and Ms. Milienu were over 55 years of age and had more than five years of service as of December 31, 2018, and would have qualified for early retirement benefits equal to approximately 57% and 60% respectively of the full retirement benefit if either had retired on December 31, 2018.
|
Name
|
|
Plan Name
|
|
Executive Contributions in last Fiscal Year ($)
|
|
Registrant Contributions in Last Fiscal Year ($)
(1)
|
|
Aggregate Earnings in Last Fiscal Year ($)
|
|
Aggregate Withdrawals / Distributions ($)
|
|
Aggregate Balance at Last Fiscal Year-End ($)
|
||||
Norman L. Lowery
|
|
EDC
|
|
—
|
|
—
|
|
|
(5,729
|
)
|
|
—
|
|
|
601,229
|
|
|
2005 EDC
|
|
—
|
|
52,278
|
|
|
(95,006
|
)
|
|
—
|
|
|
623,951
|
|
|
|
2001 LTIP
|
|
—
|
|
—
|
|
|
62,508
|
|
|
140,228
|
|
|
862,115
|
|
|
|
2005 LTIP
|
|
—
|
|
—
|
|
|
99,847
|
|
|
223,992
|
|
|
1,377,093
|
|
|
Rodger A. McHargue
|
|
2005 EDC
|
|
—
|
|
4,248
|
|
|
(702
|
)
|
|
—
|
|
|
10,787
|
|
|
2005 LTIP
|
|
—
|
|
—
|
|
|
13,919
|
|
|
25,286
|
|
|
194,733
|
|
|
Steven H. Holliday
|
|
2005 EDC
|
|
—
|
|
1,796
|
|
|
(506
|
)
|
|
—
|
|
|
6,708
|
|
Norman D. Lowery
|
|
2005 EDC
|
|
—
|
|
5,831
|
|
|
(1,073
|
)
|
|
—
|
|
|
15,753
|
|
|
2001 LTIP
|
|
—
|
|
—
|
|
|
8,998
|
|
|
16,347
|
|
|
125,888
|
|
|
|
2005 LTIP
|
|
—
|
|
—
|
|
|
13,919
|
|
|
25,286
|
|
|
194,733
|
|
|
Karen L. Milienu
|
|
2001 LTIP
|
|
—
|
|
—
|
|
|
8,998
|
|
|
16,347
|
|
|
125,888
|
|
|
2005 LTIP
|
|
—
|
|
—
|
|
|
13,919
|
|
|
25,286
|
|
|
194,733
|
|
(1)
|
These amounts are included in the named executive officer’s compensation in the Summary Compensation Table.
|
•
|
Term
: The agreement is effective as of July 1, 2018, and is for an initial period of 24 months. The term may be extended for one-year periods by the Compensation Committee. On February 5, 2019, the Committee extended the term to July 1, 2021.
|
•
|
Base Compensation
: The agreement provides for an initial base salary of $679,730, which may be increased from time to time. Prior to a change-in-control, base salary may be decreased if the Corporation’s operating results are significantly less favorable than those for the fiscal year ended December 31, 2017, and the Corporation makes similar decreases in the base salaries of the other executive officers. Mr. Lowery is entitled to participate in other compensation programs and benefits as provided to other senior officers of the Corporation and as provided in the agreement.
|
•
|
Restrictive Covenants
: To protect the Corporation and our business, the agreement obligates Mr. Lowery to comply with non-solicitation, non-competition, and non-disclosure requirements. In general, the non-solicitation and non‑competition remain in effect for one year after termination of employment for any reason.
|
•
|
Termination for Cause, Death or Disability
: If employment is terminated for “cause” (as defined in the agreement), death, or disability, Mr. Lowery (or his estate) is entitled only to his base salary, bonuses, vested rights, and other benefits due to him through his date of termination or, in the case of death, the last day of the month of death. Any benefits payable under insurance, health, retirement, bonus, incentive, performance or other plans as a result of his participation in such plans through the date of termination will be paid in accordance with those plans.
|
•
|
Termination by Corporation Without Just Cause or by Employee for Good Reason
: If Mr. Lowery is terminated without “just cause,” or if he terminates his employment for “good reason” (as defined in the agreement), and such termination does not occur in connection with, or within 12 months after a “change in control” (as defined in the agreement), he will receive an amount equal to the sum of the following amounts he would have received through the expiration date of the agreement: (i) his base salary and bonuses (based on prior year bonus); (ii) premiums for full supplemental Medicare coverage, at no cost to him or his spouse, at the best level available, including prescription drug coverage for both him and his spouse; (iii) the cost of obtaining certain other benefits; (iv) the cost of professional and club dues, (v) the cost of continuing legal education; (vi) the cost of automobile benefits; (vii) benefits under the Pension Plan and ESRP based on the most recent year’s accruals; and (viii) benefits under the ESOP and 2005 EDC based on the most recent year’s contributions. The amounts provided in the prior sentence will be provided net of all income and payroll taxes that would not have been payable by Mr. Lowery had he continued participation in the benefit plan or program instead of receiving cash reimbursement.
|
•
|
Termination Following Change in Control
: If there is a “change in control” (as defined in the agreement), and in connection with or within 12 months following the “change in control” Mr. Lowery’s employment is terminated for other than “just cause” or he resigns for “good reason,” then following such termination he would be entitled to an amount equal to the greater of the (i) amount he would receive if he was terminated by the Corporation without just cause as described above, or (ii) the product of 2.99 times the sum of (A) his base salary in effect as of the date of the change in control; (B) an amount equal to any annual discretionary or performance-based incentive bonus received by or payable to him in the calendar year prior to the year in which the change in control occurs; and (C) cash reimbursement in an amount equal to his cost of obtaining certain benefits which he was eligible to participate in or receive as of the date of termination. If, as a result of a change in control, Mr. Lowery becomes entitled to any payments which are determined to be payments subject to the Code Section 280G, then his benefit will be equal to the greater of his benefit under the agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment” under Code Section 280G, or his benefit under the agreement after taking into account the amount of the excise tax imposed under Code Section 280G due to the benefit payment. Mr. Lowery is not entitled to any excise tax “gross up” payments under the terms of the agreement.
|
•
|
Term
: Each agreement has an initial period of 12 months. The term may be extended for one-year periods by the Compensation Committee. The Compensation Committee has approved extensions of these agreements through December 31, 2018.
|
•
|
Base Compensation
: The agreements set forth for the following base salaries for 2019 which may be increased from time to time: Norman D. Lowery - $330,000, Rodger A. McHargue - $287,000, Steven H. Holliday - $250,228 and Karen L. Milienu - $220,858. The executives’ salaries may be increased from time to time. Prior to a change-in-control, base salary may be decreased if the Corporation’s operating results are significantly less favorable than those for the fiscal year ended December 31, 2018, and the Corporation makes similar decreases in the base salaries of the other executive officers. The executives are entitled to participate in other compensation programs and benefits as provided to other senior officers of the Corporation and as provided in the employment agreements.
|
•
|
Restrictive Covenants
: To protect the Corporation and our business, the agreements obligate the executives to comply with non-solicitation, non-competition, and non-disclosure requirements. In general, the non-solicitation and non‑competition remain in effect for one year after termination of employment for any reason.
|
•
|
Termination for Death or Disability
: If employment is terminated for death or disability, the executive (or his or her estate) is entitled only to his or her base salary, bonuses, vested rights, and other benefits due through the date of termination or, in the case of death, the last day of the month of death. Any benefits payable under insurance, health, retirement, bonus, incentive, performance or other plans as a result of his participation in such plans through the date of termination will be paid in accordance with those plans.
|
•
|
Termination by Corporation Without Just Cause or by Employee for Good Reason
: If the executive is terminated without “just cause,” or if he or she terminates his or her employment for “good reason” (as defined in the agreements), and such termination does not occur in connection with, or within 12 months after a “change in control” (as defined in the agreements), the executive will receive an amount equal to the sum of the following amounts: (i) base salary and bonuses (based on bonus in the year prior to termination), (ii) the cost of obtaining certain benefits, (iii) the cost of professional and club dues and (iv) the cost of automobile benefits. The amounts provided in the prior sentence will be provided net of all income and payroll taxes that would not have been payable by the executive had he or she continued participation in the benefit plan or program instead of receiving cash reimbursement.
|
•
|
Termination Following Change in Control
: If there is a “change in control” (as defined in the agreements), and in connection with or within 12 months following the “change in control” the executive’s employment is terminated for other than “just cause” or he resigns for “good reason,” then following such termination the executive would be entitled to an amount equal to the greater of the (i) amount he or she would receive if he or she was terminated by the Corporation without just cause as described above, or (ii) the product of one times the sum of (A) base salary in effect as of the date of the change in control; (B) an amount equal to any bonus received by or payable in the calendar year prior to the year in which the change in control occurs; and (C) cash reimbursement in an amount equal to his or her cost of obtaining certain benefits which he or she was eligible to participate in or receive as of the date of termination. If, as a result of a change in control, the executive becomes entitled to any payments that are determined to be payments subject to the Code Section 280G, then the benefit will be equal to the greater of his or her benefit under the agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment” under Code Section 280G, or his or her benefit under the agreement after taking into account the amount of the excise tax imposed under Code Section 280G due to the benefit payment. The executives are not entitled to any excise tax “gross up” payments under the terms of the agreements.
|
Name
|
|
Plan Name
|
|
Termination Due to Retirement ($)
(1)
|
|
Termination by Corporation Without Cause or by Executive for Good Reason ($)
(2)
|
|
Termination by Corporation Without Cause or by Executive for Good Reason Within 12 Months After Change in Control ($)
(3)
|
Norman L. Lowery
|
|
2011 EIP
|
|
374,720
|
|
—
|
|
—
|
|
|
Employment Agreement
|
|
217,938
|
|
3,004,746
(4)
|
|
5,874,162
(5)
|
Rodger A. McHargue
|
|
2011 EIP
|
|
—
|
|
91,100
|
|
91,100
|
|
|
Employment
|
|
|
|
|
|
|
|
|
Agreement
|
|
—
|
|
516,460
(6)
|
|
516,460
(6)
|
Steven H. Holliday
|
|
2011 EIP
|
|
—
|
|
85,238
|
|
85,238
|
|
|
Employment
|
|
|
|
|
|
|
|
|
Agreement
|
|
—
|
|
361,347
(7)
|
|
361,347
(7)
|
Norman D. Lowery
|
|
2011 EIP
|
|
—
|
|
96,240
|
|
96,240
|
|
|
Employment
|
|
|
|
|
|
|
|
|
Agreement
|
|
—
|
|
525,483
(8)
|
|
525,483
(8)
|
Karen L. Milienu
|
|
2011 EIP
|
|
—
|
|
35,212
|
|
35,212
|
|
|
Employment
|
|
|
|
|
|
|
|
|
Agreement
|
|
—
|
|
395,122
(9)
|
|
395,122
(9)
|
(1)
|
As of December 31, 2018, only Mr. Norman L. Lowery had attained retirement age. The amounts shown in this column for the 2011 EIP reflect the value of outstanding restricted stock awards which would vest upon retirement, and for the Employment Agreement include the value of continuation of Medicare supplemental coverage and life insurance benefits.
|
(2)
|
Amounts in this column reflect the severance benefits and the value of accelerated vesting of restricted stock that would become payable upon termination without cause or resignation for good reason. For Mr. Norman L. Lowery, the amounts shown in this column are in addition to the amounts to which he would be entitled upon retirement described in footnote (1) above. For the other NEOs, the 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without cause or resignation for good reason.
|
(3)
|
Amounts in this column reflect the severance benefits and the value of accelerated vesting of restricted stock that would become payable if the termination without cause or resignation for good reason was in connection with a change in control. For Mr. Norman L. Lowery, the amounts shown in this column are in addition to the amounts to which he would be entitled upon retirement described in footnote (1) above. For the other NEOs, the 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without cause or resignation for good reason.
|
(4)
|
This cash severance amount consists of (a) 1.5 times (i) 2018 annual base salary of $679,730 and 2017 STIP bonus of $330,853, (ii) annual amounts paid for dues and professional associations, automobile allowance and continuing education of $13,568, and (iii) annual ESOP and EDC contributions of $98,690, plus (b) pension accruals of $1,252,085. Also includes $124,530 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment.
|
(5)
|
This cash severance amount consists of (a) 2.99 times (i) 2018 annual base salary of $679,730 and 2017 STIP bonus of $330,853, (ii) annual amounts paid for dues and professional associations, automobile allowance and continuing education of $27,044, and (iii) annual ESOP and EDC contributions of $196,721, plus (b) pension accruals of $2,495,822. Also includes $132,932 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment.
|
(6)
|
This cash severance amount consists of (a) 2018 annual base salary of $272,503 and 2017 STIP bonus of $94,180, (b) annual ESOP and EDC contributions of $17,998, plus (c) pension accruals of $131,779.
|
(7)
|
This cash severance amount consists of (a) 2018 annual base salary of $238,313 and 2017 STIP bonus of $90,277, (b) annual amounts paid for dues and professional associations, automobile allowance and continuing education of $7,214, and (c) annual ESOP and EDC contributions of $10,046, plus (d) 401K match of $11,000.
|
(8)
|
This cash severance amount consists of (a) 2018 annual base salary of $297,132 and 2017 STIP bonus of $102,767, (b) annual amounts paid for dues and professional associations, automobile allowance and continuing education of $4,485, and (c) annual ESOP and EDC contributions of $19,581, plus (d) pension accruals of $98,722.
|
(9)
|
This cash severance amount consists of (a) 2018 annual base salary of $214,217 and 2017 STIP bonus of $40,726, (b) annual amounts paid for dues and professional associations, automobile allowance and continuing education of $1,651, and (c) annual ESOP contribution of $12,860, plus (d) pension accruals of $124,639.
|
Five Percent Shareholders,
Directors, Nominee and
Certain Executive Officers
|
|
Amount and
Nature of
Beneficial
Ownership
|
|
Percent of
Outstanding Shares
|
Directors and Named Executive Officers:
|
|
|
|
|
W. Curtis Brighton .........................................................................
|
|
15,000
|
|
*
|
B. Guille Cox, Jr. ...........................................................................
|
|
79,349
(1)
|
|
*
|
Thomas T. Dinkel ..........................................................................
|
|
17,018
|
|
*
|
Anton H. George ............................................................................
|
|
3,868
|
|
*
|
Gregory L. Gibson .........................................................................
|
|
96,738
|
|
*
|
Steven H. Holliday .........................................................................
|
|
13,588
(2)(10)
|
|
*
|
William R. Krieble .........................................................................
|
|
4,922
|
|
*
|
Norman D. Lowery ........................................................................
|
|
32,478
(3)(10)
|
|
*
|
Norman L. Lowery ........................................................................
|
|
86,558
(4)(10)
|
|
*
|
Rodger A. McHargue .....................................................................
|
|
19,295
(5)(10)
|
|
*
|
Karen L. Milienu ...........................................................................
|
|
9,378
(6)(10)
|
|
*
|
Ronald K. Rich ..............................................................................
|
|
4,050
|
|
*
|
William J. Voges ............................................................................
|
|
73,728
(7)
|
|
*
|
All Executive Officers and Directors as a Group (14 persons) .....
|
|
458,541
|
|
3.73%
|
Five Percent Shareholders:
|
|
|
|
|
BlackRock, Inc. .............................................................................
|
|
925,511
(8)
|
|
7.53%
|
Princeton Mining Company, Inc. ...................................................
|
|
1,179,074
(9)
|
|
9.59%
|
*
|
Less than 1%.
|
(1)
|
Mr. Cox, as trustee, has the power to vote an additional 117,986 shares. These shares are not reflected in the number of shares or percent of class attributed to him in the above table.
|
(2)
|
Includes 954 shares held for Mr. Holliday’s account in the ESOP.
|
(3)
|
Includes 7,363 shares held for Mr. Norman D. Lowery’s account in the ESOP.
|
(4)
|
Includes 10,046 shares held for Mr. Norman L. Lowery’s account in the ESOP.
|
(5)
|
Includes 5,514 shares held for Mr. McHargue’s account in the ESOP.
|
(6)
|
Includes 4,526 shares held for Ms. Milienu’s account in the ESOP.
|
(7)
|
Includes 53,421 shares held in trust. Mr. Voges, as Trustee, has the power to vote these shares.
|
(8)
|
Based solely on information provided by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on February 4, 2019. The Schedule 13G/A indicates that the reporting person has sole power to vote and/or dispose of all shares beneficially owned. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
|
(9)
|
Based solely on information provided by Princeton Mining Company, Inc. in a Schedule 13G filed with the SEC on February 7, 2019. The Corporation has been advised that the shares held by Princeton Mining Company, Inc. are voted by James O. McDonald, the Chairman of Princeton Mining Company, Inc., at the direction of its board of directors. The board of directors of Princeton Mining Company, Inc. is comprised of eight individuals: James O. McDonald; John Klotz; Norman L. Lowery, the Vice Chairman, President and Chief Executive Officer of the Corporation; Rebecca Rozina; Diana Bell; Norman D. Lowery, the Chief Operating Officer of the Corporation; Sarah J. Lowery, the wife of Norman L. Lowery, who is the Vice Chairman, Chief Executive Officer and President of the Corporation; and Richard Shagley. The address of Princeton Mining Company, Inc. is State Road 46 South, Terre Haute, Indiana 47803.
|
(10)
|
Includes shares of restricted common stock of the Corporation issued to our named executive officers as award opportunities under our 2011 EIP as follows: Mr. Norman L. Lowery, 19,771 shares; Mr. McHargue, 5,090 shares; Mr. Holliday, 4,543 shares;
|
•
|
Attract, motivate and retain highly-qualified, talented executives who are focused on the long-term best interest of our shareholders;
|
•
|
Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals;
|
•
|
Link the interest of our executives with those of our shareholders;
|
•
|
Establish Corporate, Departmental and individual goals consistent with our strategic plan and budget that provide the basis for the annual and long-term award metrics used to measure our performance;
|
•
|
Reward our executives for both company and individual performance;
|
•
|
Align compensation and variable incentives with measurable, objective business results and appropriate risk management;
|
•
|
Allow flexibility in responding to changing laws, accounting standards and business needs as well as the constraints and dynamic conditions in the markets in which we do business; and
|
•
|
Implement and operate our executive compensation program to reinforce our philosophy of aligning compensation with our short-term and long-term goals and to minimize risk to our shareholders.
|
•
|
Significant emphasis on performance based “at-risk” compensation;
|
•
|
Incentive award metrics that are objective and tied to key company performance metrics;
|
•
|
Equity awards granted based on performance and which vest over three years to promote retention;
|
•
|
Incentive plans with threshold performance and associated payout levels, below which no incentive awards are paid. Threshold payouts for both the STIP and LTIP are 80% of target;
|
•
|
Incentive plans with capped maximum payouts (125% of target for the STIP for the CEO, 120% of target for the STIP for the other NEOs and 150% of target for the LTIP for the CEO, 125% of target for the LTIP for the other NEOs;
|
•
|
Maintain target total cash compensation for our Named Executive Officers which, in aggregate, is aligned with market-competitive levels;
|
•
|
Share ownership guidelines (for executives and directors); and
|
•
|
Compensation recoupment “claw-back” policy.
|
•
|
NO non-performance based incentive awards;
|
•
|
NO hedging transactions by executive officers or directors;
|
•
|
NO excise tax gross-ups in our named executive officers’ employment agreements;
|
•
|
NO automatic renewal (“evergreen”) provisions in our named executive officers’ employment agreements; and
|
•
|
No “single trigger” change in control severance.
|
|
2,018
|
|
2,017
|
||||
Audit Fees
|
$
|
430,000
|
|
|
$
|
410,000
|
|
Audit-Related Fees
|
3,500
|
|
|
3,500
|
|
||
Tax Fees
|
98,940
|
|
|
113,900
|
|
||
All Other Fees
|
—
|
|
|
72,165
|
|
||
Total
|
$
|
532,440
|
|
|
$
|
599,565
|
|