FIRST FINANCIAL CORP /IN/
For the period ended Apr 16, 2025. Filed Mar 17, 2025.
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Apr 16, 2025 · Filed Mar 17, 2025
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 4.
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 2024 Performance and Achievements
Acquisition of SimplyBank
In July 2024, we completed the acquisition of SimplyBank, based in Dayton, Tennessee, with total assets of approximately $686 million, to deploy our capital and expand our franchise into growth markets in the East Tennessee region. This acquisition added 13 full-service branches and 1 loan production office, which more than doubled the Bank’s branches in Tennessee (from 7 to 17) and added Georgia as another state within the Bank’s footprint. We successfully integrated customers, new associates, systems, and product offerings through a disciplined, well-executed plan.
Financial Performance
Total loans outstanding as of December 31, 2024 were $3.84 billion compared to $3.17 billion as of December 31, 2023, an increase of $669 million or 21.13%, primarily driven by the $467 million in loans acquired in the SimplyBank acquisition. Organic growth was primarily driven by increases in Commercial Construction and Development, Commercial Real Estate, and Consumer Auto loans.
Other key financial results included:
| ● | Initiated quarterly dividends and continued over 30 years of increased dividends by paying total dividends of $1.80 in 2024, a 41% increase from the $1.28 paid during 2023. |
| ● | Net income of $47.3 million, or $4.00 per common share, compared to $60.7 million and $5.08, in 2023. |
| ● | Return on average assets of 0.92% in 2024 compared to 1.26% in 2023. |
| ● | Pre-tax, pre-provision net income was $73.4 million compared to $79.7 million the prior year. |
The year-to-year reduction in net income and return on average assets was due primarily to increased loan loss provision stemming from required accounting adjustments related to the SimplyBank acquisition and a write-off associated with a single, large commercial loan. The decline in pre-tax, pre-provision net income was due to an increase in expenses, which included operating expenses as a result of the acquisition and expenses associated with the acquisition, which was partially offset by increased net interest income.
Our complete financial results are reported in detail in our Form 10-K.
Corporate Responsibility
Our commitment to corporate responsibility remained strong in 2024, as we made great strides and achieved success in many areas, including the following:
| ● | Through an Associate-led initiative called OneFirst, we introduced an evolution of our guiding principles, refreshing our Mission, Vision, and Core Values. This initiative prioritizes growth and development and has renewed our commitment to our purpose, our people, and the communities we serve. |
| ● | We partnered with Banzai, a leading financial wellness education platform, to provide access to financial literacy tools to schools, business clients for the benefit of their employees, and other organizations throughout our footprint. We have also made this tool available to our associates. |
| ● | We established our Artificial Intelligence Governance Committee to assist in driving value from AI technology in Bank operations while appropriately managing risk. |
| ● | Our executive compensation program was approved by approximately 94% of the votes cast by our shareholders. |
| ● | We partnered with one of our service providers to modernize and upgrade 7 of our banking centers in Illinois. This work consisted of upgrades to lighting and electrical systems at those locations and is expected to result in ongoing cost savings of $25,000 per year based on energy reduction estimates. These upgrades are the latest in our continuing work to identify and take advantage of opportunities to reduce our consumption and environmental impact while also realizing cost savings. |
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 Janney CEO Forum, Piper-Sandler Indiana Virtual Bank Tour, and Raymond James U.S. Bank Conference.
Board of Directors Composition
Reflective of our community, customers and associates, our Board members have a broad range of expertise in areas such as agriculture, auto lending, banking, community organizations, education, law, military, public relations, pensions and state and local government. Our Board has two women and one African American member. A table summarizing the experience of our Board members can be found on page 16.
Proposal No. 1 – Election of Five Directors (pages 9 to 10)
To elect five directors for a term expiring in 2028 or until each of their successors are duly elected and qualified.
| NOMINEE | AGE | START YEAR | BACKGROUND | INDEPENDENT |
|---|---|---|---|---|
| W. Curtis Brighton | 71 | 2004 | Mr. Brighton joined the Board in 2004. He serves as Chairman of the Directors’ Enterprise Risk Management Committees of the Corporation and the Bank. In addition, Mr. Brighton serves as a member of several Corporation and Bank committees. For the Corporation, he serves on the Audit, Enterprise Risk Management, Executive, Loan Policy and Procedures, and Loan Review Committees. For the Bank, he serves on the Enterprise Risk Management, Executive, Executive Loan, Loan, and Loan Policy and Procedures Committees. On December 31, 2023, Mr. Brighton retired as president of Templeton Coal Company, Inc., a privately held company with interests in manufacturing, distribution, real estate and mineral leasing. He currently serves as non-executive chairman of the Templeton Coal Company board of directors. Prior to this, he held the positions of president and general counsel for Hulman & Company, a privately held company with interests in broadcasting, motorsports entertainment, real estate and food manufacturing. He formerly was a private practice attorney for 12 years. Mr. Brighton formerly served as president and a member of the board of directors of Lynch Coal Operators Reciprocal Corporation, which was voluntarily dissolved in July 2020. Mr. Brighton has extensive experience serving as a director of not-for-profit and charitable organizations. Mr. Brighton earned a B.S. degree in Business Administration from Indiana State University and a Doctor of Jurisprudence degree from Drake University. | Yes |
| Michael A. Carty | 74 | 2020 | Mr. Carty joined the Board in 2020 and serves on the Corporation’s Audit Committee as well as the Bank’s Investment, Loan, and Trust and Asset Management Committees. A licensed CPA for over 30 years, Mr. Carty has vast experience and knowledge involving fiscal responsibility, auditing, accounting and banking, and has been determined by the Board to qualify as an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission. Mr. Carty served on the Board of Directors of Centier Bank from 2012–2016, where he served on their audit, investment, loan and compensation committees. Mr. Carty also served as the Corporation’s Senior Vice President, Secretary and Chief Financial Officer from 1976 until his retirement in 2010. Mr. Carty served on the Vermillion County, Indiana, Council from 2008 to 2020. Mr. Carty earned his B.S. degree in Accounting from Indiana State University. | Yes |
| William R. Krieble | 77 | 2009 | Mr. Krieble joined the Board in 2009 and serves on the Bank’s Compensation and Employee Benefits, Cybersecurity, Directors’ Enterprise Risk Management, Enterprise Risk Management, Loan and Community Reinvestment Act Committees. Mr. Krieble also serves on the Corporation’s Compensation and Employee Benefits, Directors’ Enterprise Risk Management, Enterprise Risk Management, and Cybersecurity Committees. Mr. Krieble retired after 41 years of service to the State of Indiana where he most recently served as the program director for the Division of Disability and Rehabilitative Services of the State of Indiana. He received his B.S. and M.S. degrees from Indiana State University. | Yes |
| Tina J. Maher | 77 | 2019 | Ms. Maher joined the Board in 2019 and serves on the Corporation’s Audit Committee and the Bank’s Audit and Loan Committees. Ms. Maher previously served with the Vigo County School Corporation and is now a Principal in Maher Farms. Since 1985 she has maintained the financial records for Maher Law Office and Maher Farms. Ms. Maher received her B.S. and M.S. degrees from Indiana University. Ms. Maher has served on numerous not-for-profit boards and held several positions including chairperson, secretary and treasurer. | Yes |
|---|---|---|---|---|
| Ronald K. Rich | 87 | 2005 | Mr. Rich joined the Board in 2005 and serves as the Chairman of the Corporation’s Governance and Nominating Committee as well as the Corporation’s lead independent director. He is a member of the Corporation’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management Committees. Mr. Rich also is a member of the Bank’s Compensation and Employee Benefits, Executive, Directors’ Enterprise Risk Management and Enterprise Risk Management and Loan Committees. Mr. Rich formerly served as a financial representative for Northwestern Mutual Financial Network. He holds Chartered Life Underwriter and Chartered Financial Consultant designations from The American College of Financial Services. | Yes |
Proposal No. 2 - Advisory Vote on Executive Compensation (Page 63)
To approve, on a non-binding advisory basis, the 2024 compensation of our CEO and other Named Executive Officers as described in this proxy statement.
Proposal No. 3 – Ratification of Crowe LLP as Independent Auditor for 2025 (page 65)
To ratify the selection of Crowe LLP as our independent registered public accounting firm and independent auditor for 2025.
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.