German American Bancorp, Inc DEF 14A, filed Mar 19, 2025

About this DEF 14A

German American Bancorp, Inc. (GABC)

DEF 14A 2025-03-19 For: 2025-04-28

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Added on June 12, 2026

Long-term Incentive Measures

2022-2024 Result

Net income “trigger”

Adjusted return on equity

Between Very Good & Exceptional

Adjusted return on assets

Between Good & Very Good

Adjusted earnings per common share growth

Between Good & Very Good

Overall long-term incentive performance

Between Good & Very Good

German American Bancorp, Inc filed this DEF 14A on March 19, 2025.

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	Date & Time			Location			Record Date
	April 28, 2025, 11:30 AM Eastern Time			German American Operations Center 1311 W. 12th Ave. Jasper, Indiana			Only shareholders of record at the close of business on March 7, 2025 are eligible to participate and entitled to vote at the Annual Meeting or at any adjournment of the Annual Meeting.

Proposals		Board’s Recommendation	Page Reference
1	To elect four (4) directors, each to serve until the 2028 annual meeting of our shareholders	FOR all director nominees	22
2	Approve, on an advisory basis, the compensation of our Named Executive Officers	FOR	60
3	Approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for 2025	FOR	61

	Proxy Statement and Annual Meeting Summary					1
	Voting Matters					1
	2024 Performance Highlights					2
	Board of Directors Overview					3
	Corporate Governance Highlights					5
	Sustainability Priorities					6
	Corporate Governance and Board Matters					8
	Board Leadership Structure					8
	Director Independence					8
	Subsidiary Board Memberships					9
	Risk Oversight					9
	Committees and Attendance					10
	Code of Business Conduct					11
	Corporate Governance Guidelines					11
	Director Nominations Process					12
	Shareholder Communications and Engagement with Directors and Executive Management					13
	Members of the Board (Biographies)					14
	Information About the Meeting and Voting					18
	Shareholders Entitled to Vote					18
	Attending the Meeting					18
	Voting Options on Each of the Proposals					18
	Board’s Voting Recommendations					18
	Voting By Proxy (Shareholders of Record)					19
	Voting for Beneficial Owners (Shares Held in Street Name)					19
	Required Votes					19
	Quorum					20
	Voting on Possible Other Matters					20
	Revocation of Proxies or Voting Instructions					20
	Solicitation of Proxies					21
	Proposal 1 — Election of Directors					22
	Executive Officers					23
	Ownership of Common Shares By Directors and Executive Officers					25
	Principal Owners of Common Shares					26
	Principal Accountant Fees and Services					27
	Report of the Audit Committee					28
	Executive Compensation and Related Information					29
	Compensation/Human Resources Committee Governance					29
	Compensation Committee Interlocks and Insider Participation					30
	Compensation Discussion and Analysis					30
	Our Compensation Objectives					30
	How We Set Executive Compensation					30

	Peer Group Selection and Analysis					31
	Executive Pay Versus Peer Performance Analysis					32
	The Company’s 2024 Financial Performance					33
	Executive Compensation Components					33
	Vesting and Retention Provisions Applicable to LTI Awards					41
	Clawback Policy					41
	Repricing and Underwater Grant Buyback Prohibitions					41
	Insider Trading Policy and Anti-Hedging Provision					42
	Executive Stock Ownership/Holding Requirements					42
	Other 2019 LTI Plan Governance Features					42
	Retirement/Deferred Compensation Benefits					43
	Other Compensation					44
	Compensation Committee Report					44
	Risk Assessment					45
	Executive Compensation					45
	Summary Compensation Table					46
	Grants of Plan-Based Awards					48
	Option Exercises and Stock Vested					49
	Outstanding Equity Awards at Fiscal Year-End					50
	Nonqualified Deferred Compensation					50
	Pension Benefits					51
	Potential Payments upon Termination or Change in Control					51
	Equity Grant Timing Practices					52
	CEO Pay Ratio					52
	Pay Versus Performance					53
	Director Compensation					57
	Transactions with Related Persons					59
	Proposal 2 — Advisory Vote on Executive Compensation					60
	Proposal 3 — Advisory Vote on the Approval of the Appointment of Independent Registered Public Accounting Firm					61
	Section 16(A): Beneficial Ownership Reporting Compliance					62
	Shareholder Proposals For 2026 Annual Meeting					62

Proposals		Board’s Recommendation	Page Reference
1	To elect four (4) directors, each to serve until the 2028 annual meeting of our shareholders	FOR all director nominees	22
2	Approve, on an advisory basis, the compensation of our Named Executive Officers	FOR	60
3	Approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for 2025	FOR	61



INTERNET	TELEPHONE	MAIL

Go to: www.envisionreports.com/GABC Have your proxy card in hand when you access the website. Follow the steps outlined on the secured website. You may vote up until 2:00 AM Eastern Time on April 28, 2025.	Call 1-800-652-VOTE (8683) toll free up until 2:00 AM Central Time on April 28, 2025. Have your proxy card in hand when you call. Follow the instructions provided by the recorded message.	Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or mail it to Proxy Services, c/o Computershare Investor Services, P.O. Box 43078, Providence, RI 02940-3078.

				Commitment to Our Communities
	• We are committed to and accountable to the people who live and work in our markets. • Our 2024 Community Reinvestment Act (CRA) Qualified Community Development Loans exceeded $132 million, supporting affordable housing, community services, economic development, and community revitalization.			• Our CRA Investments and Donations exceeded $80 million in 2024. • Our team members volunteered more than 6,000 hours of service in 2024 to organizations that assure a safety net of social services and accessible health care, among others.

				Commitment to Our Customers
	• Customers are at the core of what we do every day at German American Bank and we are committed to providing a wide range of products and services that our customers value, including: checking accounts with benefits well beyond banking (our Shield Perks); HELOCs with no closing costs, no annual fees, and a 0% interest rate for the first 90 days; and digital banking services that are secure and cost effective. • We prioritize financial health for our customers and communities and strive to innovate and find new ways to provide access to financial solutions across a diverse customer base.			• We continued to invest in community lending efforts to promote access to homeownership through responsible lending practices and education programs. • In total, our efforts resulted in homebuyers receiving an aggregate of over $500,000 in grants, many of which were low- or moderate-income buyers. • Our local approach to serving customers allows us to respond quickly, giving us an advantage over competitors who are too large or centralized. In our 2024 customer survey, we received a 95% overall satisfaction rating, with 93% of surveyed customers finding our services convenient and easy to use.

				Commitment to Our People
	• We remain committed to creating an exceptional employee experience through fair and balanced compensation, employee wellness, employee development, and employee engagement efforts. • An Employee Engagement survey is conducted annually, with 2024 participation rate and overall engagement scores of greater than 70%, demonstrating a healthy organization in employee care compared to the banking industry.			• In 2024, the Company enjoyed an employee retention rate greater than 90%, also demonstrating a strong employee experience. • Health and wellness offerings have been expanded, including for both clinical and mental health care, with more than 69% of employees using available programs. • Employee development opportunities continue to grow within the Company, with more than 17,500 training hours being logged.

Name	Principal Positions	Age
D. Neil Dauby	Chairman and Chief Executive Officer of the Company and its bank subsidiary; Director of the Company and its principal subsidiaries.	61
Bradley M. Rust	President and Chief Financial Officer of the Company and its bank subsidiary.	58
Bradley C. Arnett	Executive Vice President, Chief Legal Officer and Corporate Secretary of the Company and its bank subsidiary.	60
Clay M. Barrett	Executive Vice President and Chief Digital and Information Officer of the Company and its bank subsidiary.	47
Michael F. Beckwith	Executive Vice President and Chief Banking Officer of the Company and its bank subsidiary.	53
Amy D. Jackson	Executive Vice President and Chief Administrative Officer of the Company and its bank subsidiary.	48
W. Scott Powell	Executive Vice President and Chief Credit Officer of the Company and its bank subsidiary.	61
Vicki L. Schuler	Senior Vice President and Controller (Principal Accounting Officer) of the Company and its bank subsidiary.	50

Executive	2024 Base Salary			2023 Base Salary			% Increase
Mr. Dauby		$	720,000		$	625,000		15.2
Mr. Rust		$	475,000		$	450,000		5.6
Mr. Beckwith		$	375,000		$	350,000		7.1
Ms. Jackson		$	340,000		$	300,000		13.3
Mr. Arnett		$	260,000	—				—

Potential 2024 Short-Term Award as Percentage of 2024 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 Award Criteria	Percentage of Potential Award
Corporate Operating Results: Formula assessments of 2024 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 2024.		20%
Total		100%

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%

	Corporate Operating Measures				2024 Result
	Net income “trigger”				Exceeded
	Income/revenue measures:
	Earnings per common share growth				Good (At Threshold)
	Efficiency ratio				Between Very Good & Exceptional
	Consolidated balance sheet measures:
	Growth in core organic loans				Between Good & Very Good
	Growth in core organic deposits and repurchase agreements				Between Good & Very Good
	Non-performing assets to total assets ratio				Above Exceptional
	Overall short-term incentive performance				Between Good & Very Good

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		2024		63,517		51,284		23,392		1,181
		2023		55,064		43,698		14,730		1,181
		2022		48,308		37,541		6,818		722
Bradley M. Rust		2024		52,369		33,734		14,592		722
		2023		50,161		30,936		10,468		722
		2022		47,178		30,252		6,297		722
Michael F. Beckwith		2024		31,582		23,289		6,978		386
Michael F. Beckwith		2023		32,577		20,716		3,127		386
Amy D. Jackson		2024		32,990		20,800		7,183		252
		2023		30,311		17,712		4,012		252
		2022		18,952		13,746		1,443		252
Bradley C. Arnett		2024		19,771		6,444		3,062		1,109

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 ($)
Name	Grant Date*		Good ($)		Very Good ($)		Exceptional ($)		Good (#)		Very Good (#)		Exceptional (#)		Grant date fair value of stock and option awards ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
D. Neil Dauby		3-4-2024		270,000		450,000		630,000		6,714		11,189		15,664		397,116
Bradley M. Rust		3-4-2024		142,500		237,500		332,500		3,544		5,906		8,268		209,576
Michael F. Beckwith		3-4-2024		98,438		164,063		229,688		2,448		4,080		5,711		144,782
Amy D. Jackson		3-4-2024		89,250		148,750		208,250		2,220		3,699		5,178		131,289
Bradley C. Arnett		3-4-2024		68,250		113,750		159,250		1,697		2,829		3,960		100,400

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		117,084		37,484		69,204		—		439,761
Bradley M. Rust		25,704		19,934		8,940		—		206,728
Michael F. Beckwith		40,391		9,489		15,887		—		156,418
Amy D. Jackson		7,291		7,000		3,068		—		32,239
Bradley C. Arnett(4)		—		—		—		—		—

	Scheduled to Vest March 15, 2025				Scheduled to Vest December 5, 2025				Scheduled to Vest March 15, 2026				Scheduled to Vest December 5, 2026				Scheduled to Vest March 15, 2027				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) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Total Market Value of Shares(1) ($)
D. Neil Dauby		10,419		419,052		—		—		8,384		337,204		—		—		4,430		178,175		934,431
Bradley M. Rust		6,647		267,342		—		—		4,951		199,129		—		—		2,552		102,641		569,113
Michael F. Beckwith		1,736		69,822		967		38,893		1,736		69,822		—		—		1,737		69,862		248,399
Amy D. Jackson		2,753		110,726		—		—		2,754		110,766		—		—		1,489		59,888		281,379
Bradley C. Arnett		—		—		1,685		67,771		—		—		1,069		42,995		—		—		110,766

Potential 2024 Long-Term Incentive Award as Percentage of 2024 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 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%

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 Compen- sation(6) ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
D. Neil Dauby, Chairman and Chief Executive Officer		2024		720,000		—		397,116		—		405,000		—		139,374		1,661,490
		2023		625,000		—		423,754		—		254,688		—		114,673		1,418,115
		2022		580,000		—		403,122		—		297,540		—		93,389		1,374,051
Bradley M. Rust, President and Chief Financial Officer		2024		475,000		—		209,576		—		216,790		14,408		101,417		1,017,191
		2023		450,000		—		244,086		—		151,020		13,844		92,287		951,237
		2022		440,000		—		244,652		—		184,448		13,302		84,449		966,851
Michael F. Beckwith, Executive Vice President and Chief Banking Officer		2024		375,000		—		144,782		—		148,444		—		62,235		730,461
		2023		350,000		—		166,115		—		100,328		—		56,806		673,249
Amy D. Jackson, Executive Vice President and Chief Administrative Officer		2024		340,000		—		131,289		—		135,779		—		61,225		668,293
		2023		300,000		—		142,389		—		87,045		—		52,287		581,721
		2022		265,000		—		128,950		—		96,275		—		34,393		524,618
Bradley C. Arnett, Senior Vice President, Chief Legal Officer and Corporate Secretary		2024		260,000		86,444		100,400		—		103,831		—		30,386		581,061

Name	Option Awards				Stock Awards
Name	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		—		—		6,992		222,975
Bradley M. Rust		—		—		5,098		162,575
Michael F. Beckwith		—		—		1,587		72,129
Amy D. Jackson		—		—		1,720		61,021
Bradley C. Arnett		—		—		616		27,997

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)	181,153(2)	None
Michael F. Beckwith	—	—	—	—
Amy D. Jackson	—	—	—	—
Bradley C. Arnett	—	—	—	—

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)
Year	Summary compensation table total for PEO(1) ($)		Compensation actually paid to PEO(2) ($)						Total shareholder return(3) ($)		Peer group total shareholder return(4) ($)		Net income(5) ($ Thousands)			3-Year Average Growth in Adjusted Earnings per Share(6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2024		1,661,490		1,872,852		749,252		823,423		128.97		122.17		$	83,811		(2.9)%
2023		1,418,115		1,344,065		687,175		637,832		100.86		102.59		$	85,888		9.2%
2022		1,374,051		1,196,188		689,558		624,348		112.33		110.78		$	81,825		13.5%
2021		1,626,579		1,518,365		801,437		726,260		114.58		129.96		$	84,137		17.6%
2020		1,370,874		1,122,181		626,800		526,384		95.22		92.90		$	62,210		9.9%

Year	PEO	Non-PEO NEOS
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
2020	Mark A. Schroeder	D. Neil Dauby, Clay W. Ewing, Bradley M. Rust, Randall L. Braun and Keith A. Leinenbach

Description	2024		2023		2022		2021		2020
Deduct the amounts reported in the SCT for “stock awards” (column (e)) and “option awards” (column (f))		(397,116)		(423,754)		(403,122)		(421,906)		(358,801)
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		534,443		384,609		227,679		286,776		116,742
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		77,670		(24,792)		(3,367)		10,390		(1,796)
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		(3,636)		(10,113)		947		16,526		(4,838)
Total		211,362		(74,050)		(177,863)		(108,214)		(248,693)

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	48,550	39,973	—	—	—	—	88,523
Angela Curry	34,350	39,973	—	—	—	—	74,323
Susan J. Ellspermann	44,400	39,973	—	—	—	—	84,373
Marc D. Fine	47,450	39,973	—	—	—	—	87,423
Jason M. Kelly	41,150	39,973	—	—	—	—	81,123
Diane B. Medley	37,100	39,973	—	—	—	—	77,073
M. Darren Root	44,550	39,973	—	—	—	—	84,523
Christina M. Ryan	31,800	39,973	—	—	—	—	71,773
Thomas W. Seger(2)	58,650	39,973	—	—	—	—	98,623
Jack W. Sheidler	43,400	39,973	—	—	—	—	83,373
Tyson J. Wagler	41,600	39,973	—	—	—	—	81,573