FIRST FINANCIAL CORP /IN/
For the period ended Apr 15, 2026. Filed Mar 17, 2026.
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.
Apr 15, 2026 · Filed Mar 17, 2026
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 5.
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 2025 Performance and Achievements
Our 2025 Performance
In 2025, we delivered strong, consistent performance across our core strategic priorities. Net income grew 67%, setting a Company record at $79.2 million as compared to $47.3 million in 2024. We achieved record net interest income for the full year, reflecting disciplined execution and effective balance sheet management, keeping us well-positioned to grow long-term shareholder value. Our stock price increased 31% during the year, ending 2025 at $60.42 per share.
Financial Performance
Key financial results included:
| ● | Loan growth of $218 million or 5.69%, with total loans outstanding of $4.06 billion as of year-end 2025. |
| ● | Recorded net income of $79.2 million, or $6.68 per common share, compared to $47.3 million and $4.00, in 2024. |
| ● | Recorded net interest income of $219.9 million, a 25.7% increase over $175.0 million the prior year. |
| ● | Return on average assets of 1.42% in 2025, a 54.3% increase over 0.92% in 2024. |
| ● | Return on equity of 13.3%, a 50.7% increase over 8.82% the prior year. |
| ● | Pre-tax, pre-provision net income was $107.7 million compared to $73.4 million the prior year. |
| ● | The Corporation continued over 30 years of increased dividends by paying total dividends of $2.04 per share in 2025, a 13% increase from the $1.80 paid in 2024. |
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Our complete financial results are reported in detail in our Form 10-K.
Shareholder Engagement and 2025 Say-on-Pay Vote
Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. We also consider the feedback we receive from our major shareholders throughout the year. In 2025, the say-on-pay vote regarding our executive compensation program received the support of approximately 96% of the total votes cast at our Annual Meeting, indicating strong support from our shareholders. We plan to maintain an open dialogue with our shareholders to help ensure that we have ongoing and current information on investor perspectives.
Announced Merger
In November 2025, we announced the execution of a merger agreement with CedarStone Financial, Inc., based in Lebanon, Tennessee, with total assets of approximately $358 million as of September 30, 2025. CedarStone offers retail consumer and business banking at three full-service branch locations. The merger closed on March 1, 2026. The merger increases our number of Bank branches in Tennessee from 15 to 18, adding locations within the attractive Nashville market.
Branch Consolidation
In Fall 2025, we consolidated four branches into other nearby branch locations, resulting in approximately $1.5 million in operating expense savings. This consolidation allows us to maintain the high level of service our customers expect and is consistent with the continued shift of customer banking preference to online delivery.
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 17.
Proposal No. 1 – Election of Five Directors (pages 10 to 12)
To elect five directors for a term expiring in 2029 or until each of their successors are duly elected and qualified.
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| NOMINEE | AGE | START YEAR | BACKGROUND | INDEPENDENT |
|---|---|---|---|---|
| Mark J. Blade | 72 | 2020 | Mr. Blade joined the Board in 2020 and serves on the Corporation’s Audit Committee and the Bank’s Audit, Community Reinvestment Act and Loan Committees. Mr. Blade served as an Indiana State Senator for the district covering the Terre Haute, Indiana area from 1997 to 2002 where he focused on economic and rural development, public education and senior citizen issues. Mr. Blade retired from Milestone Contractors, L.P. after 19 years of service as a Business Development Representative, focusing on both public and private redevelopment projects in the greater Indianapolis area and throughout Indiana. Mr. Blade has a history of public and civic involvement, serving as a Trustee for Indiana State University as well as President of the Vigo County Council. He was a member of Rotary International for 30 years (serving as District Governor from 2015 to 2016) and serves as a Pastor of Saints’ Home Church of God in Christ, in Terre Haute, Indiana. Mr. Blade earned his B.S. degree from Indiana State University. | Yes |
| Gregory L. Gibson | 63 | 1994 | Mr. Gibson joined the Board in 1994 and serves on the Corporation’s Governance and Nominating, and Loan Review Committees as well as the Bank’s Investment, Loan, and Wealth Management Committees. Mr. Gibson is the president of ReTec Corporation, a waste management consulting business and is involved in several other business ventures. Mr. Gibson also serves on the Board of Trustees of Rose-Hulman Institute of Technology. Mr. Gibson has served on the Indiana Judicial Nominating Commission, the Ports of Indiana Commission, the Indiana Utility Regulatory Nominating Commission, as well as the board of directors of St. Mary of the Woods College, the Wabash Valley Community Foundation, and the Methodist Health Foundation Inc. in Indianapolis. He is involved in several charitable organizations, including Hospice of the Wabash Valley, Visiting Nurse Association, and the Wabash Valley Sports Center. Mr. Gibson currently serves as Chairman of the Board of the Visiting Nurses Association, Hospice of the Wabash Valley, and the Terre Haute Convention and Visitors Bureau. He holds a B.S. degree from Rose-Hulman Institute of Technology. | Yes |
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| Norman D. Lowery | 58 | 2020 | Mr. Norman D. Lowery joined the Board in 2020, and became President and Chief Executive Officer of the Corporation and the Bank effective January 1, 2024. Prior to his appointment as President and Chief Executive Officer, he had served as the Chief Operating Officer of the Corporation and the Bank since 2010. He joined the Corporation in 1990 and has held a management position in Private Banking, as well as having been a Trust Investment Officer. Mr. Lowery serves as the Chairman of the Corporation’s Strategic Planning Committee and serves on the Corporation’s Acquisition, AI Governance, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, Loan Policy and Procedures, Loan Review, and Reserve Analysis Committees and Employee Benefits Sub-Committee. He also serves as the Chairman of the Bank’s Executive, Executive Loan, and Strategic Planning Committees and serves on the Bank’s Acquisition, AI Governance, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan, Loan Policy and Procedures, Loan Review, Reserve Analysis, and Technology Committees. Mr. Lowery received a B.A. degree from Indiana University and a Master of Business Administration degree from Indiana Wesleyan University. Mr. Lowery formerly held several professional accreditations, including a Financial Industry Regulatory Authority Series 7 license; Uniform Securities Agent Series 63 license; and a Uniform Investment Adviser Series 65 license. He is also an accredited Fiduciary Investment Manager. Mr. Lowery is a graduate of the Cannon Financial Institute Trust Investment School and Private Banking School. Mr. Lowery also graduated from the ABA Stonier Graduate School of Banking. Mr. Lowery serves as a member of the Terre Haute Chamber of Commerce’s Board of Directors. | No |
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| Paul J. Pierson | 75 | 2019 | Mr. Pierson joined the Board in 2019 and serves on the Corporation’s Governance and Nominating, Directors’ Enterprise Risk Management, and Enterprise Risk Management Committees, as well as the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, Loan, and Wealth Management Committees. Mr. Pierson retired after 25 years as a Circuit Judge in Sullivan County, Indiana. He previously served as a Senior Judge for the State of Indiana. Mr. Pierson also served as a Judge Advocate General Officer, retiring after 20 years of service in the United States Army and Indiana Guard, Reserve. Mr. Pierson earned his B.S. degree from Indiana State University, engaged in graduate studies at Butler University, and earned his Doctor of Jurisprudence degree from California Western School of Law. | Yes |
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| Richard J. Shagley | 79 | 2020 | Mr. Shagley joined the Board in 2020 and serves on the Corporation’s Directors’ Enterprise Risk Management and Enterprise Risk Management Committees and the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, and Loan Committees, as well as the Bank’s Directors’ Enterprise Risk Management, Enterprise Risk Management, Investment, Loan, and Wealth Management Committee. Admitted to the Indiana Bar in 1971, Mr. Shagley’s experience includes pension plans, ERISA funds, trust funds and real estate. Mr. Shagley is also admitted to practice before the United States Supreme Court. Mr. Shagley has a legacy of public service, serving on the Board of Trustees for Indiana State University and other civic organizations. Mr. Shagley earned his B.S. degree from Indiana State University and his Doctor of Jurisprudence degree from Indiana University. | No |
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Proposal No. 2 - Advisory Vote on Executive Compensation (Page 59)
To approve, on a non-binding advisory basis, the 2025 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 2026 (page 61)
To ratify the selection of Crowe LLP as our independent registered public accounting firm and independent auditor for 2026.
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.