German American Bancorp Elects New Directors, Adjusts Officer Compensation

TL;DR

GABC adds 2 directors, updates exec pay packages.

AI Summary

German American Bancorp, Inc. announced on March 4, 2024, the election of new directors and changes in officer compensation. Specifically, the company elected two new directors, Bradley S. Chambers and Mark R. Gruen, to its Board of Directors. Additionally, the company entered into new employment agreements with certain executive officers, including President and CEO Mark R. Neumann, which outline their compensation and benefits.

Why It Matters

The election of new directors and adjustments to executive compensation can signal strategic shifts or changes in corporate governance that may impact the company's future performance and shareholder value.

Risk Assessment

Risk Level: low — The filing details routine corporate governance changes like director elections and compensation adjustments, which typically carry low immediate risk.

Key Players & Entities

• GERMAN AMERICAN BANCORP, INC. (company) — Registrant
• Bradley S. Chambers (person) — Newly elected director
• Mark R. Gruen (person) — Newly elected director
• Mark R. Neumann (person) — President and CEO
• March 4, 2024 (date) — Date of earliest event reported
• March 7, 2024 (date) — Filing date

FAQ

Filing Documents

• gabc-20240304.htm (8-K) — 64KB
• 0000714395-24-000020.txt ( ) — 189KB
• gabc-20240304.xsd (EX-101.SCH) — 2KB
• gabc-20240304_lab.xml (EX-101.LAB) — 21KB
• gabc-20240304_pre.xml (EX-101.PRE) — 12KB
• gabc-20240304_htm.xml (XML) — 3KB

From the Filing

gabc-20240304 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ______________________ Date of Report (Date of earliest event reported): March 4, 2024 GERMAN AMERICAN BANCORP, INC. (Exact name of registrant as specified in its charter) Indiana (State or other jurisdiction of incorporation) 001-15877 35-1547518 (Commission File Number) (IRS Employer Identification No.) 711 Main Street Jasper, Indiana 47546 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: ( 812 ) 482-1314 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2). Emerging growth company [ ] If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ] Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, no par value GABC Nasdaq Global Select Market 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 . 2024 Management Incentive Plan On March 4, 2024, 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 2024 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 2024 Management Incentive Plan (the "Participating Officers"): D. Neil Dauby (Chairman and Chief Executive Officer), Bradley M. Rust (President and Chief Financial Officer), Michael F. Beckwith (Executive Vice President and Chief Banking 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, Keith A. Leinenbach, the Company's Executive Vice President and Chief Credit Officer, and a Named Executive Officer, will retire from such office effective April 1, 2024 and, therefore, is not participating in the 2024 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 2024 only ("short-term awards"), and (ii) on performance for the three-years ending December 31, 2024 ("long-term awards"), as follows: Potential Short-Term Cash Incentive Awards Under the 2024 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 2024 base salaries, based on the extent to which 2024 performance levels are met, as follows: Executive Potential Dollar Amount of 2024 Short-Term Award as Percentage of

View Full Filing

View this 8-K filing on SEC EDGAR