FIRST FINANCIAL CORP IN
For the period ended Mar 15, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 15, 2024 · Filed Mar 15, 2024
Contents
PROXY STATEMENT SUMMARY
Because the following summarizes information that is further described in this Proxy Statement, we encourage you to read this document in its entirety before casting your vote. In addition, you can find frequently asked questions and their answers on page 6.
Virtual Annual Meeting
The Annual Meeting will be held virtually via a live audio webcast. There will not be a physical meeting location available for in-person participation. We believe holding our annual meeting online will facilitate greater shareholder attendance while still providing comparable rights and opportunities to participate, including the ability to ask questions, as a shareholder would have if he or she were attending our annual meeting in person.
Our 2023 Performance and Achievements
Financial Performance
Fiscal year 2023 was another year of successful financial performance, enabling us to achieve our second highest year of net income in our history and to increase shareholder dividends to $1.28 per share for the year, including a special $0.20 dividend. Our 2023 reported net income was $60.7 million. Our diluted net income per common share was $5.08, and we attained return on average assets of 1.26% and return on average shareholder equity of 12.47%. Our efficiency ratio was 60.43%. Other financial metrics include:
| ● | Total loans outstanding of $3.17 billion as of December 31, 2023, compared to $3.07 billion as of December 31, 2022, an increase of $100 million or 3.27% |
| ● | Total deposits of $4.1 billion |
| ● | Net interest income of $167.3 million, compared to $165.0 million for 2022, a 1.3% increase |
| ● | Net interest margin of 3.78%, up from 3.54% in 2022 |
| ● | Non-interest income of $42.7 million |
| ● | Tier one capital ratio was 14.76%, compared to 13.58% in 2022 |
Our complete financial results are reported in detail in our Form 10-K.
Announced Merger
In November 2023, we announced the execution of a merger agreement with SimplyBank, based in Dayton, Tennessee, with total assets of approximately $702 million as of September 30, 2023. SimplyBank offers retail consumer and business banking at thirteen full-service branch locations and one loan production office. The merger is expected to
close in the second quarter of 2024. The merger will more than double the Bank’s branches in Tennessee (from 7 to 17) and add Georgia as another state within First’s footprint.
Corporate Responsibility
Our commitment to corporate responsibility remained strong in 2023, as we made great strides and achieved success in many areas, including the following:
| ● | Our executive compensation program was approved by 94.0% of the votes cast by our shareholders. |
| ● | Each of the five Directors on the ballot in 2023 was reelected, with an average of over 88% support of votes cast. |
| ● | We finished 2023 with a workforce that is 77% gender or racially diverse. |
| ● | We continued to review and optimize our resources, finalizing the combination of seven branch locations to better meet the financial service needs of our customers while also reducing our expected energy and resource consumption. |
Shareholder Outreach and Engagement
We continued shareholder outreach and engagement through participation at investor conferences and in individual meetings. We met with several existing and prospective investors at the Piper-Sandler Indiana Virtual Bank Tour and the Raymond James U.S. Bank Conference.
Board of Directors Diversity
Reflective of our community, customers and associates, our Board continues to include members with diverse expertise in areas such as agriculture, auto lending, banking, community organizations, education, law, military, public relations, pensions and state and local government. Our Board includes two women and one African American member. Tables summarizing the diversity and experience of our Board members can be found on pages 17 and 18.
Proposal No. 1 – Election of Five Directors (pages 11 to 13)
To elect six directors for a term expiring in 2027 or until each of their successors are duly elected and qualified.
| NOMINEE | AGE | START YEAR | BACKGROUND | INDEPENDENT |
|---|---|---|---|---|
| Thomas T. Dinkel | 73 | 1989 | Mr. Dinkel joined the Board in 1989 and is the Chairman of the Corporation’s Audit Committee and serves on the Data Processing/Bank Operations and Cybersecurity Committees. He also serves on the Bank’s Loan, Community Reinvestment Act and Loan Review Committees. Mr. Dinkel is currently Chairman of the Board and is the president and chief executive officer of Sycamore Engineering, Inc., Dinkel Associates Inc., Sycamore Building Corporation and Dinkel Telekom, Inc. and has held various positions at Sycamore Engineering, Inc. since 1966. He is a licensed professional engineer in Indiana, Illinois and Florida concentrating in mechanical and electrical systems. Mr. Dinkel serves on the Board of Trustees of Rose-Hulman Institute of Technology and serves as its Treasurer and is chairman of its business administration and facilities committees. Additionally, he serves on the investment management (endowment), executive board of affairs and student affairs committees of the board of Rose-Hulman Institute of Technology. He earned his B.S. degree from Rose-Hulman Institute of Technology. | Yes |
| Susan M. Jensen | 50 | 2021 | Ms. Jensen joined the Board in 2021. She serves on the Corporation’s Affirmative Action Committee and Cybersecurity Committee, and the Bank’s Affirmative Action Committee, Community Reinvestment Act Committee, Cybersecurity Committee and Loan Committee. She has a long history working for community organizations. Ms. Jensen began her career as a General Assignments Reporter for WTHI in Terre Haute in October 1995 and is now the News Director and 5 p.m. Anchor for WTHI-TV and MyFOX10. She serves as Trustee for the Ohio Valley Chapter of the National Academy of Television Arts and Sciences. Her work has been recognized by the Associated Press, Society of Professional Journalists, Indiana Broadcasters Association, and the Indiana State Teachers Association. She received her B.A. in Communication from DePauw University. | Yes |
| Norman L. Lowery | 77 | 1989 | Mr. Norman L. Lowery joined the Board in 1989, and as of January 1, 2024, serves as Executive Chairman of the Board. Prior to that, Mr. Lowery had served as Chairman of the Board since November 2020 and as Vice Chairman of the Board from 1996 through 2020, and served as our Chief Executive Officer and President from 2004 and 2013, respectively, until January 1, 2024. He serves as the Chairman for the Corporation’s Acquisition, Disclosure, Executive and Strategic Planning Committees and serves on the Enterprise Risk Management, Reserve Analysis Committees. Mr. Lowery also serves as the Chairman on the Bank’s Executive, Executive Loan and Strategic Planning Committees and serves on the Disclosure, Enterprise Risk Management, Loan Administration and Loan Review, Reserve Analysis, and Loan Committees. Until January 1, 2024, Mr. Lowery also was the Chairman, President and Chief Executive Officer of the Bank, serving since 1996. Prior to joining the Corporation, Mr. Lowery was a partner in the law firm of Wright, Shagley & Lowery, P.C., where he practiced for 19 years. He also served on Indiana State University’s Board of Trustees and Foundation Board. Mr. Lowery serves on the board of the Terre Haute Area Economic Development Corporation. He is the father of Norman D. Lowery, the President and Chief Executive Officer of the Corporation and the Bank. He received a B.S. degree from Indiana State University and a Doctor of Jurisprudence degree from Indiana University. | No |
|---|---|---|---|---|
| James O. McDonald | 77 | 2020 | Mr. McDonald joined the Board in 2020 and serves on the Corporation’s Governance and Nominating Committee and on the Bank’s Cybersecurity and Loan Committees. An active attorney for over 50 years, Mr. McDonald is an accomplished advocate on behalf of both public and private organizations, including past representation of the Vigo County School Corporation and the Terre Haute Housing Authority. He is listed as one of the Best Lawyers of America and is a member of the College of Fellows of the Indiana Trial Lawyers Association and has served as President of the Indiana Trial Lawyers Association. He served twice as a member of the Indiana Supreme Court’s Judicial Nominating Commission, was President of the Terre Haute Bar Association and was named Lawyer of the Year by the Indiana Trial Lawyers Association and has also received its Lifetime Achievement Award. Mr. McDonald received his B.S. degree from Indiana State University and Doctor of Jurisprudence degree from Indiana University School of Law - Indianapolis. | Yes |
| Thomas C. Martin | 73 | 2019 | Mr. Martin joined the Board in 2019 and serves on the Corporation’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, and Enterprise Risk Management Committees as well as the Bank’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, Enterprise Risk Management and Loan Committees. Mr. Martin has been involved in automotive management and has been a dealership owner since 1975. Mr. Martin currently operates numerous dealerships throughout central Indiana. Mr. Martin also owns a home interior design and furniture store since 2012. He received his B.A. degree from the University of Indianapolis. He has served and held positions on numerous professional associations and civic boards and is a board member and past Chairman of the Board of Trustees of the University of Indianapolis, serving since 1972. Mr. Martin also served as a board member of another financial institution for 12 years. Mr. Martin lives in Bloomington, Indiana, which is the location of one of our newest loan production offices. | Yes |
|---|---|---|---|---|
| William J. Voges | 69 | 2008 | Mr. Voges joined the Board in 2008 and is the Chairman of the Corporation’s Compensation and Employee Benefits Committee and serves on the Governance and Nominating Committee as well as on the Loan Committee. Mr. Voges serves on the Stetson University Board of Trustees. He serves as chairman of the board and trustee of the Root Company, a private investment company, since 2016. Prior to this, Mr. Voges served as chief executive officer and chairman of the Root Company since 1996 and as general counsel since 1990. Prior to joining the Root Company, he was a partner in the law firm of Fink, Loucks, Sweet & Voges for nine years. Mr. Voges also served on the board for Consolidated-Tomoka Land Co., a publicly traded diversified real-estate operating company (NYSE MKT: CTO), from 2001 to 2012, where he served as chairman from 2009 to 2011 and on the audit, executive and corporate governance committees. He also has prior experience on the boards of several financial institutions. Mr. Voges received a B.S. degree in Business Administration from Stetson University and Doctor of Jurisprudence degree from Stetson University College of Law. | Yes |
Proposal No. 2 - Advisory Vote on Executive Compensation (Page 63)
To approve, on a non-binding advisory basis, the 2023 compensation of our CEO and other Named Executive Officers as described in this proxy statement.
| ● | Our CEO’s total direct compensation (base salary, annual bonus and annual stock awards) for 2023 was flat relative to his 2022 total direct compensation. |
Proposal No. 3 – Ratification of Crowe LLP as Independent Auditor for 2024 (page 65)
To ratify the selection of Crowe LLP as our independent registered public accounting firm and independent auditor for 2024.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTEFOR EACH OF THE NOMINEES ANDFOR PROPOSALS 2 AND 3, AS FURTHER DESCRIBED IN THIS PROXY STATEMENT.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.