Independent
Tenure on this board
5.5 yrs
5 nominees · 3 ballot items.
Election of five directors; advisory (non-binding) vote to approve named executive officer compensation (say-on-pay); and ratification of Crowe LLP as independent registered public accounting firm for 2026.
Elect five nominees (Mark J. Blade, Gregory L. Gibson, Norman D. Lowery, Paul J. Pierson, Richard J. Shagley) to the Board for three-year terms expiring in 2029.
Non-binding advisory vote to approve the 2025 compensation of the CEO and other Named Executive Officers as disclosed in the proxy statement.
The proposal seeks an advisory approval of the Company’s 2025 executive compensation program for Named Executive Officers, as detailed in the Compensation Discussion and Analysis and compensation tables. Management argues the program emphasizes pay-for-performance, with significant at-risk compensation through STIP and performance-based LTIP tied to net income, efficiency, ROA, ROE, tangible book value and EPS, and that it aligns executive incentives with shareholder value while not encouraging excessive risk. The Compensation Committee used peer benchmarking and engaged an independent consultant (Pearl Meyer) and reports strong shareholder support historically (approx. 96% in 2025). The board recommends a FOR vote noting these practices and that the vote is advisory; management will consider shareholder feedback if substantial opposition arises. The context includes strong 2025 financial performance, record net income, and ongoing M&A activity; the proposal has no binding effect but informs compensation governance and shareholder engagement.
Ratify the Audit Committee’s appointment of Crowe LLP as the Corporation’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DIMENSIONAL FUND ADVISORS LP | 5.73% | 681,716 | $43M |
| 2 | FIRST FINANCIAL CORP /IN/ | 5.38% | 640,273 | $40M |
| 3 | BlackRock, Inc. | 4.76% | 566,030 | $36M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.02% | 478,087 | $30M |
| 5 | BlackRock, Inc. | 4.01% | 476,460 | $30M |
| 6 | STATE STREET CORP | 3.91% | 464,443 | $29M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.60% | 428,376 | $27M |
| 8 | LSV ASSET MANAGEMENT | 3.33% | 396,261 | $25M |
| 9 | AMERICAN CENTURY COMPANIES INC | 3.12% | 371,491 | $23M |
| 10 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.36% | 280,522 | $18M |
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