FIRST MERCHANTS CORP
For the period ended May 19, 2026. Filed Apr 3, 2026.
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May 19, 2026 · Filed Apr 3, 2026
Contents
PAY VERSUS PERFORMANCE TABLE
| Value of Initial Fixed $100 Investment Based on: | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for Principal Executive Officer ($) · Compensation Actually Paid to Principal Executive Officer ($) · Average Summary Compensation Table Total for Non-Principal Executive Officer Named Executive Officers ($) · Average Compensation Actually Paid to Non-Principal Executive Officer Named Executive Officers ($) · Total Shareholder Return ($) · Peer Group Total Shareholder Return ($)(8) · Net Income ($000) · Earnings Per Share ($)(9) | ||||||||||
| 2025(1) | 2,398,488 | 2,252,292(6) | 1,287,560 | 1,225,325(7) | 119.34 | 152.71 | 224,100 | 3.88 | ||
| 2024(2) | 2,079,268 | 2,241,828 | 1,188,353 | 1,257,011 | 113.97 | 130.40 | 201,400 | 3.41 | ||
| 2023(3) | 1,787,750 | 1,692,822 | 970,092 | 890,903 | 101.92 | 115.64 | 223,800 | 3.73 | ||
| 2022(4) | 1,868,200 | 1,849,910 | 1,028,734 | 1,013,896 | 108.22 | 116.10 | 222,100 | 3.81 | ||
| 2021(5) | 1,454,487 | 1,580,952 | 1,055,798 | 1,132,355 | 107.02 | 124.74 | 205,500 | 3.81 | ||
(1)In 2025, the Company's Principal Executive Officer ("PEO") was Mark K. Hardwick, and the Company's Non-Principal Executive Officer Named Executive Officers ("Non-PEO NEOs") were Michael J. Stewart, Michele M. Kawiecki, John J. Martin, and Joseph C. Peterson.
(2)In 2024, the Company's PEO was Mark K. Hardwick, and the Company's Non PEO NEOs were Michael J. Stewart, Michele M. Kawiecki, John J. Martin, and Joseph C. Peterson.
(3)In 2023, the Company's PEO was Mark K. Hardwick, and the Company's Non-PEO NEOs were Michael J. Stewart, Michele M. Kawiecki, John J. Martin, and Stephan H. Fluhler.
(4)In 2022, the Company's PEO was Mark K. Hardwick, and the Company's Non-PEO NEOs were Michael J. Stewart, Michele M. Kawiecki, John J. Martin, and Stephan H. Fluhler.
(5)In 2021, the Company's PEO was Mark K. Hardwick, and the Company's Non-PEO NEOs were Michael J. Stewart, Michele M. Kawiecki, John J. Martin and Stephan H. Fluhler
(6)The adjustments made to the Summary Compensation Table "Total" for the Company's Principal Executive Officer are as follows:
| Year | Reported Summary Compensation Table Total for Principal Executive Officer ($) | Reported Value of Equity Awards ($) (a) | Equity Award Adjustments ($) (b) | Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Pension Benefit Adjustments ($) (d) | Compensation Actually Paid to Principal Executive Officer ($) |
|---|---|---|---|---|---|---|
| 2025 | 2,398,488 | (787,290) | 648,980 | (7,886) | 0 | 2,252,292 |
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the "Stock Awards" column of the Summary Compensation Table for each applicable year.
| First Merchants Corporation 2026 Proxy Statement | Compensation of the Named Executive Officers | 49 |
(b)The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Year-End Fair Value of Equity Awards Granted during the Year ($) | Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 787,080 | (96,400) | 0 | (41,700) | 0 | 0 | 648,980 |
(c)The amounts in this column, if any, represent the amounts reported in "Change in Pension and Nonqualified Deferred Compensation" column of the Summary Compensation Table for each applicable year.
(d)The Service Cost and Prior Service Cost for 2025 is $0 because the First Merchants Corporation Retirement Pension Plan ("Pension Plan") benefit accruals were frozen in such year. In addition, no amendments were made to the Pension Plan for such year that generated a Prior Service Cost base under ASC 715, and therefore, there is no Pension Plan adjustment applicable to Compensation Actually Paid.
(7)The adjustments made to the average of Summary Compensation Table "Total" for the Company's non-PEO NEOs are as follows:
| Year | Average Reported Summary Compensation Table Total for Non-Principal Executive Officers | Average Reported Value of Equity Awards ($) (a) | Average Equity Award Adjustments ($) (b) | Average Reported Change in the Actuarial Present Value of Pension Benefits ($) (c) | Average Pension Benefit Adjustments ($) (d) | Average Compensation Actually Paid to Non-Principal Executive Officers ($) |
|---|---|---|---|---|---|---|
| 2025 | 1,287,560 | (421,762) | 359,528 | 0 | 0 | 1,225,325 |
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the "Stock Awards" column of the Summary Compensation Table.
(b)The amounts deducted or added in calculating the equity award adjustments are as follows:
| Year | Average Year-End Fair Value of Equity Awards Granted during the Year ($) | Average Year-Over-Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year-Over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected in Fair Value or Total Compensation ($) | Average Total Equity Award Adjustments ($) |
|---|---|---|---|---|---|---|---|
| 2025 | 421,650 | (45,790) | 0 | (16,333) | 0 | 0 | 359,528 |
(c)The amounts in this column represent the amounts reported in "Change in Pension and Nonqualified Deferred Compensation" column of the Summary Compensation Table.
(d)The Service Cost and Prior Service Cost for 2025 is $0 because the Pension Plan benefit accruals were frozen in such year. In addition, no amendments were made to the Pension Plan for such year that generated a Prior Service Cost base under ASC 715, and therefore, there is no Pension Plan adjustment applicable to Compensation Actually Paid.
(8)The peer group is comprised of the KBW NASDAQ Regional Banking Index.
| 50 | First Merchants Corporation 2026 Proxy Statement | Compensation of the Named Executive Officers |
(9)The Company has determined that Earnings Per Share (net profit available to common shareholders divided by average diluted common shares outstanding) is the most important financial performance measure (that is not otherwise disclosed in the Pay Versus Performance Table above) used to link compensation actually paid to the Company’s NEOs for 2025 to the Company’s performance.
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