GERMAN AMERICAN BANCORP, INC.

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The Company has a compensation philosophy that provides guidance to the Committee when making decisions surrounding the compensation of the Named Executive Officers. Specifically, the policy is to:

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Target base salaries in the 50 th to 60 th percentile of the competitive market for Executive Officers.

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Place a strong emphasis on incentive compensation programs that strive to provide an alignment between pay and performance.

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Reward Named Executive Officers with significant incentive compensation awards if Company performance is high versus peer (above 75 th percentile).

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This is a critical piece in the compensation plan design at the Company and is realized through the ability of Named Executive Officers to annually earn both short-term and long-term incentive payouts when performance justifies such awards.

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In an advisory vote held at the 2023 annual meeting of shareholders, our shareholders expressed their preference to hold a non-binding shareholder advisory vote on the compensation of our named executive officers (“say-on-pay”) every year. On September 25, 2023, the Board considered the outcome of this advisory vote and determined that future say-on-pay votes will be conducted every year. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2029 annual meeting of shareholders. The Company holds an advisory vote as to the frequency of say-on-pay votes every six years.

The Company holds a non-binding shareholder advisory vote on the compensation of our named executive officers (“say-on-pay”) every year. The Committee and the Board considered the results of our “say-on-pay” advisory vote at the 2024 annual meeting of shareholders, at which approximately 96% of votes cast were in favor of the fiscal year 2023 compensation of our named executive officers. Recognizing the shareholder support for current programs and policies, the Committee did not implement any significant changes to our executive compensation programs as a result of the 2024 shareholder advisory vote.

Since 2012, the Committee has utilized BCG (an independent third-party banking compensation consultant) to assist with Executive Officer and Board compensation decisions. In 2024, BCG provided reports to evaluate our executive compensation programs and assess the Company’s pay compared to peers and industry best practices. For more detail on the compensation projects completed in 2024, see the above “Independent Compensation Consultant” section of this CD&A.

Peer Group Selection and Analysis

Since 2012, the Committee has worked with BCG to determine and utilize a peer group of publicly traded banks which is evaluated annually and updated as needed. In 2024, the Company reviewed and assessed whether the 2023 peer group needed modifications for 2024. It was determined that the 2023 peer group remained appropriate for 2024, with one exception. Macatawa Bank Corp., which was merged out of existence, was removed from the peer group and replaced with First Busey Corporation. This change also better aligns the peer group asset size more closely with the Company’s asset size, as First Busey is currently the largest asset-sized peer. As a result, the 2024 peer group’s 2023 year-end asset size ranged from approximately $3.5 billion to $12.5 billion, consisting of banks located in Indiana and surrounding states. The peer group’s median asset size for year-end 2023 was $7.7 billion, with the Company’s assets at approximately $6.2 billion for the same time period. Following the Company’s recent merger with Heartland BancCorp (which was completed on February 1, 2025), the combined organization would have had approximately $8.3 billion in assets as of December 31, 2024.