SEC Form DEF 14A filed by First Financial Corporation Indiana

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

​

​

​

​

​

​

​

FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808

​

March 15, 2024

Dear Shareholders:

Our 2025 Annual Meeting of Shareholders will be held on Wednesday, April 16, 2025, at 11:00 a.m. (EDT) (“Annual Meeting”). The Annual Meeting will be held virtually via live audio webcast on the Internet at www.virtualshareholdermeeting.com/THFF2025. Even though our meeting will be held virtually, shareholders will still have the ability to participate in our Annual Meeting and vote their shares at the Annual Meeting if they wish.

The formal notice of this Annual Meeting and the proxy statement appear on the following pages. We have also enclosed a copy of our 2024 Annual Report on Form 10-K for your review. To ensure that your votes on the business matters of the meeting will be recorded, after reading the proxy statement and other materials, please submit your proxy promptly by telephone or Internet or by marking, signing, and returning a physical proxy card by mail.

We hope you will attend the virtual meeting and urge you to vote your shares in advance. Even after submitting the proxy, you may, of course, vote on all matters brought before the meeting.

​

​

​

​

​

(This page intentionally left blank)

​

​

FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 16, 2025

To our Shareholders:

Notice is hereby given that, pursuant to the call of its Board of Directors (the “Board”), an Annual Meeting of Shareholders of First Financial Corporation (the “Corporation”) will be held on Wednesday, April 16, 2025, at 11:00 a.m. (EDT) via a live audio webcast. You will be considered present and in person at the Annual Meeting (if you have not otherwise voted via proxy) and may vote your shares during the meeting by visiting www.virtualshareholdermeeting.com/THFF2025.

The purposes of the meeting are:

W. Curtis Brighton

Michael A. Carty

William R. Krieble

Tina J. Maher

Ronald K. Rich

​

The list of shareholders prepared for the Annual Meeting will be open to examination during the meeting and can be accessed at www.virtualshareholdermeeting.com/THFF2025. The list of shareholders will also be available for examination beginning five days prior to the Annual Meeting and through duration of the Annual Meeting at the headquarters of the Corporation located at One First Financial Plaza, Terre Haute, IN 47808.

​

Only shareholders of record at the close of business on February 28, 2025, will be entitled to notice of and to vote at the meeting.

​

​

​

​

​

​

​

​

​

​

​

​

TABLE OF CONTENTS

​

​

​

​

​

​

FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

(812) 238-6000

PROXY STATEMENT

In this proxy statement, First Financial Corporation is referred to as “we,” “us,” “our,” “the Corporation” or “First Financial,” and First Financial Bank, N.A. is referred to as “the Bank.”

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:

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:

​

​

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.

​

​

​

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 VOTE FOR EACH OF THE NOMINEES AND FOR PROPOSALS 2 AND 3, AS FURTHER DESCRIBED IN THIS PROXY STATEMENT.

​

QUESTIONS AND ANSWERS ABOUT THE MEETING

​

Q:Why did I receive this proxy statement?

You received this proxy statement and accompanying notice of Annual Meeting because, as a shareholder of the Corporation, our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting of shareholders. The Annual Meeting will be held on Wednesday, April 16, 2025, at 11:00 a.m. (EDT). This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision. It is first being mailed to our shareholders on or about March 14, 2025.

Q:Why is the Corporation holding the Annual Meeting virtually and how will I be able to participate?

We believe that allowing our shareholders to participate in the meeting online will facilitate greater shareholder attendance while still providing the same opportunity to participate, including the ability to ask questions, as a shareholder would have if he or she were attending an in-person meeting.

Any shareholder of record as of February 28, 2025, and those who hold a valid proxy from a shareholder of record can attend the Annual Meeting online at www.virtualshareholdermeeting.com/THFF2025. The live audio webcast will start at 11:00 a.m. (EDT) on April 16, 2025. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting will be posted at www.virtualshareholdermeeting.com/THFF2025. We encourage you to access the meeting 15 minutes prior to the start time to allow ample time to complete the online check-in process. Further guidance on how to submit questions at the Annual Meeting and our procedures for responding to those questions also will be available on the virtual shareholder meeting log-in page.

If you encounter any technical difficulties accessing the virtual Annual Meeting during check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Further information and guidance on how to access the virtual meeting, along with how to receive assistance for any technical and logistical issues related to accessing the virtual meeting, will be available on www.virtualshareholdermeeting.com/THFF2025 in advance of the meeting.

Q:What am I voting on?

You are being asked to consider and vote on the following:

Q: Who is entitled to vote?

Holders of our outstanding common stock as of the close of business on February 28, 2025, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. As of February 28, 2025, 11,853,489 shares of common stock were issued and outstanding, each of which entitles the holder to one vote.

Q:What are the Board’s recommendations?

The Board recommends that you vote your shares as follows:

The shares represented by a properly executed and returned proxy card will be voted according to your instructions. If no instructions are provided on a signed proxy card, the persons named as proxies on your proxy card will vote in accordance with the above recommendations of the Board.

Q:What if other matters come up during the meeting?

If any matters other than those referred to in the Notice of Annual Meeting of Shareholders properly come before the meeting, the individuals named in the accompanying proxy card will vote the proxies held by them as

recommended by the Board or, if no recommendation is given, in accordance with their best judgment. We are not aware of any business other than the items referred to in the Notice of Annual Meeting of Shareholders that may be considered at the meeting.

In the unlikely event that any of the director nominees becomes unable or is unwilling to serve at the time of the meeting, the persons named as proxies in the accompanying proxy card will have discretionary authority to vote for a substitute nominee named by the Governance and Nominating Committee if the Board decides to fill that nominee’s position.

Q:Who can attend the meeting?

All shareholders as of the record date or their duly appointed proxies may attend the meeting virtually.

Q:What constitutes a quorum?

Holders of a majority of the voting power of the outstanding shares of common stock of the Corporation and entitled to vote at the Annual Meeting, represented in person or by proxy, constitute a quorum for the Annual Meeting. As of the record date, 11,853,489 shares of common stock were outstanding. Proxies received but marked as abstentions and “broker non-votes” (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for purposes of establishing a quorum.

Q:How do I vote?

If you hold your shares in your own name, you may submit a proxy by telephone, by mail or via the Internet.

By casting your vote in any of the ways listed above, you are authorizing the individuals listed on the proxy card to vote your shares in accordance with your instructions.

You may also attend the Annual Meeting virtually and vote at that time; however, we strongly encourage you to submit your proxy prior to the Annual Meeting even if you anticipate attending the Annual Meeting.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. The availability of telephonic or Internet voting will depend on the bank’s or broker’s voting process. Please check with your bank or broker and follow the voting procedures your bank or broker provides to vote your shares. Also, please note that if the holder of record of your shares is a bank, broker or other nominee and you wish to vote at the Annual Meeting, you may need to request a legal proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.

If you are a participant in the First Financial Corporation Employee Stock Ownership Plan (the “ESOP”), you will receive a voting instruction card to use to provide voting instructions to First Financial Bank, N.A. (the trustee of the ESOP) for the shares allocated to your account under the ESOP. Your voting instructions to the trustee should be submitted by telephone, via the Internet at www.proxyvote.com or completed, dated, signed, and returned in the envelope provided by 11:59 p.m. (EDT) on April 13, 2025. In order to maintain confidentiality, your voting instruction will be received by Broadridge Financial Solutions, Inc., who will tabulate the voting instruction results and provide them to the ESOP trustee on an aggregate basis. Please do not return your voting instructions to the Corporation. Your voting instructions will be kept confidential by the ESOP trustee and will not be disclosed to any of our directors, officers or employees. Unless the terms of the ESOP or the fiduciary duties of the ESOP trustee require otherwise, the ESOP trustee will vote your ESOP shares in accordance with your instructions. If you do not submit your voting instructions in a timely manner or if you return the voting instruction card unsigned or without indicating how you desire to vote the shares allocated to your ESOP account, the Compensation and Employee Benefits Committee, composed of William R. Krieble, Thomas C. Martin, Ronald K. Rich and William J. Voges, will direct the ESOP trustee to vote the shares allocated to your account in the same proportion and in the same manner as the shares with respect to which timely and proper instructions by participants were received. The Compensation and Employee Benefits Committee is appointed by the Board and may be changed by the Board at any time.

Q:If I am the beneficial owner of shares held in “street name” by my broker, will my broker automatically vote my shares for me?

If the shares you own are held in “street name,” the bank, broker or other nominee will vote your shares according to your instructions. Under applicable stock exchange rules, if you do not give instructions to your bank, broker or other nominees, it will still be able to vote your shares on any “discretionary” items but will not be allowed to vote your shares with respect to any “non-discretionary” items without receiving voting instructions from you.

For the 2025 Annual Meeting, only the proposal to ratify Crowe LLP as our independent registered public accounting firm is considered to be a discretionary item and your bank, broker or other nominee will be able to vote on that item even if it does not receive voting instructions from you. Unless you provide voting instructions to your bank, broker or other nominee, it will not have authority to vote your shares on any of the other proposals described in this proxy statement. Therefore, it is particularly important that beneficial owners instruct their banks, brokers or other nominees on how they wish to vote their shares.

Q:What is an “abstention” or a broker “non-vote” and how do they affect the vote?

An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote on a particular matter. Abstentions are counted as present for purposes of determining a quorum, but are not counted as votes cast.

A broker “non-vote” occurs when a broker or other nominee who holds shares for the beneficial owner is barred from voting those shares with respect to a proposal because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the ratification of Crowe LLP as our independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to any other proposal described in this proxy statement. Shares that are the subject of a broker non-vote are included for quorum purposes, but a broker non-vote with respect to a proposal will not be counted as a vote represented at the meeting.

Because abstentions and broker non-votes are not counted as votes cast, they will have no effect on the outcome of any proposal to be voted on at the Annual Meeting.

Q:Can I change my vote after I return my proxy card?

Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the Annual Meeting by:

Please note that your virtual attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q:What vote is required to approve each proposal?

Directors will be elected by a plurality of the votes cast at the meeting. Consequently, the director nominees receiving the most votes of the holders of our common stock will be elected as directors. Only votes cast FOR a nominee will be counted. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

The proposal for approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers will be approved if the votes cast for the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not be counted as votes cast either for or against this proposal and will have no effect on the outcome of the proposal.

The proposal for the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, will be approved if the votes cast for the proposal exceed those cast against the proposal. Abstentions and uncast broker non-votes will not be counted as votes cast either for or against this proposal and will have no effect on the outcome of the proposal.

Q:Who pays to prepare, mail and solicit the proxies?

The Corporation pays all costs of preparing, mailing and soliciting proxies. The Corporation asks banks, brokers, voting trustees and other nominees and fiduciaries to forward proxy materials to the beneficial owners and to obtain authority to execute proxies. The Corporation will reimburse the banks, brokers, voting trustees and other nominees and fiduciaries upon request for their reasonable out-of-pocket costs for forwarding proxy and solicitation materials to beneficial owners of common stock. To obtain the most shareholder participation possible, we have retained Georgeson LLC to aid us in soliciting proxies for a fee of $13,500 plus reasonable out-of-pocket expenses and nominal per-holder fees for solicitation of any individual registered holders. In addition, proxies may be solicited by mail, in person, by telephone or by electronic communication by certain of the Corporation’s officers, directors and employees who will not be separately compensated for such activity.

Q:Whom should I call with other questions?

If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this document or our 2024 Annual Report on Form 10-K, please contact: Rodger A. McHargue, Secretary, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000.

​

PROPOSAL 1: ELECTION OF DIRECTORS

Our Code of By-Laws currently provides that the Board of Directors may consist of not less than 5 nor more than 20 members. Currently, there are 16 members serving on our Board of Directors. Five directors are to be elected at the Annual Meeting. W. Curtis Brighton, Michael A. Carty, William R. Krieble, Tina J. Maher, and Ronald K. Rich have each been nominated for a term of 3 years or until their respective successors have been elected and qualified. They are members of the present Board. If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the discretionary authority provided in the proxy may be exercised to vote for a substitute or substitutes. Each of the nominees has consented to being named as a nominee in this proxy statement and is expected to serve if elected. The Board has no reason to believe that any substitute nominee or nominees will be required.

Name, Age, Principal Occupation(s) and Business Experience

Nominated for a term expiring in 2027:

W. Curtis Brighton, Age 71

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.

Mr. Brighton’s history as a private practice attorney provides the Board with an enhanced legal and regulatory perspective. As a businessman providing leadership to companies with varied commercial interests, Mr. Brighton provides insight into the industries and markets in which we and our clients do business.

Michael A. Carty, Age 74

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 (“SEC”). 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.

Mr. Carty’s career in accounting, banking, fiscal oversight, and auditing provides the Board with expertise in those areas and his qualifications as a CPA, and as a former CFO of the Corporation, give Mr. Carty firsthand and detailed knowledge of the Bank’s customers, operations, and markets.

William R. Krieble, Age 77

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.

Mr. Krieble’s years of long service to the State of Indiana provide the Board with valuable political and governmental perspectives. He has extensive history of work with charitable and human service organizations addressing human service issues including the disabled and disadvantaged.

Tina J. Maher, Age 77

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.

Due to our extensive farm lending program, Ms. Maher provides the Board with valuable insight regarding issues facing farmers and the agricultural industry. Also, as a female business owner, Ms. Maher provides important perspectives on women-owned businesses. She also has extensive civic and charitable service.

Ronald K. Rich, Age 87

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.

Mr. Rich’s long service in the financial and insurance industries brings specific knowledge of matters affecting the Corporation’s insurance matters. He has served as the Corporation’s lead independent director since 2005. Mr. Rich also possesses valuable insight regarding our markets and our various client bases.

Vote Required

The director nominees will be elected by a plurality of the votes cast at the Annual Meeting. Only votes cast for a nominee will be counted, and any properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more director nominees will not be voted with respect to the nominee(s) indicated.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” W. CURTIS BRIGHTON, MICHAEL A. CARTY, WILLIAM R. KRIEBLE, TINA J. MAHER, AND RONALD K. RICH, THE PERSONS NOMINATED BY THE GOVERNANCE AND NOMINATING COMMITTEE TO BE ELECTED AS DIRECTORS.

Directors whose term expires in 2026:

Mark J. Blade, Age 71

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.

As a former state senator, Mr. Blade provides the Board with a specialized view toward government and business development. Mr. Blade also brings knowledge and experience concerning issues in the Bank’s geographic footprint, serving as Pastor to the Saints’ Home Church of God in Christ of Terre Haute and having served as the district governor of Rotary International.

Gregory L. Gibson, Age 62

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 Administration and Loan Review, Trust and Asset Management and Loan 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.

As a businessman and entrepreneur involved in a variety of business ventures, Mr. Gibson provides the Board with invaluable insight into industries and markets in which we and our clients do business. As a developer, Mr. Gibson provides counsel on market expansion. His service on various commissions, not-for-profits and boards also provides valuable political and governance perspectives.

Norman D. Lowery, Age 57

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, Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, 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 on the Bank’s Asset and Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan, 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.

Mr. Norman D. Lowery maintains in-depth knowledge and experience concerning the Bank’s operations, customers, and markets. His professional background and leadership role in various operational aspects, such as acquisitions and pandemic response, provide the Board with expertise and detailed internal knowledge regarding issues facing the Corporation and the Bank.

Paul J. Pierson, Age 74

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 Trust and Asset 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.

Mr. Pierson’s history as a private practice attorney and judge provides the Board with an enhanced legal and regulatory perspective. Given our proximity to Fort Campbell and other military facilities, his long history of military service provides our Board with a perspective on issues important to active-duty military and veterans. As a resident of Vanderburgh County, Indiana, Mr. Pierson provides insight concerning one of the Corporation’s growth markets.

Richard J. Shagley, Age 78

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 Trust and Asset 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.

Mr. Shagley’s history of leadership on various civic boards and foundations brings the Board a valuable resource for identifying and meeting organizational issues. His specific experience with pension plans, trusts, construction and real estate issues provide insight into the business matters of our clients and our markets.

Directors whose term expires in 2027:

Thomas T. Dinkel, Age 74

Mr. Dinkel joined the Board in 1989 and is the Chairman of the Corporation’s Audit Committee and serves on the Cybersecurity and Loan Review Committees. He also serves on the Bank’s Community Reinvestment Act and Loan Committees. Mr. Dinkel is currently Chairman of the Board and former president and chief executive officer of Sycamore Engineering, Inc., Dinkel Associates Inc., Sycamore Building Corporation and Dinkel Telekom, Inc. and 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 (finance) 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.

As a business owner and entrepreneur, Mr. Dinkel provides an understanding of small business which makes up much of our lending base. His vast experience as a contractor and engineer also provides us with key insights concerning our facilities and facility maintenance.

Susan M. Jensen, Age 51

Ms. Jensen joined the Board in 2021. She serves on the Corporation’s Cybersecurity Committee, and the Bank’s Community Reinvestment Act, Cybersecurity, and Loan Committees. 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 WTHI-TV and MyFOX10 Station Manager/Indiana HUB Regional News Director and 5 p.m. anchor. She serves on the Executive Committee for the Board of Governors 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.

Ms. Jensen’s experience in broadcast journalism and work with community organizations provides the Board with an enhanced perspective on community and public relations, as well as insight on environmental, social and governance matters.

Norman L. Lowery, Age 78

Mr. Norman L. Lowery joined the Board in 1989 and has served as Chairman of the Board since November 2020 and prior to that as Vice Chairman of the Board from 1996 through 2020. Mr. Lowery served as our Chief Executive Officer and President from 2004 and 2013, respectively, through December 31, 2023. He serves as the Chairman for the Corporation’s Executive Committee and serves on the Enterprise Risk Management Committee. Mr. Lowery also serves on the Bank’s Cybersecurity, Executive, Executive Loan, and Loan Committees. Prior to 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.

Having served as President and Chief Executive Officer, Mr. Lowery is intimately familiar with our business, our customers and our employees and he provides the Board with valuable leadership, particularly through his keen insight into the industry and the markets we serve. His legal background also provides a critical element with respect to governance and regulatory issues affecting the Corporation and the Bank. Mr. Lowery also provides valuable counsel to the Board with respect to our strategic initiatives.

James O. McDonald, Age 78

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.

Mr. McDonald’s experience as a trial attorney brings the Board a unique legal and practical perspective on issues that face the Corporation and the Bank.  His history of legal practice with both public and private organizations offers the Board insight into the Bank’s relationship with the community, customers and government.

Thomas C. Martin, Age 74

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.

Mr. Martin has extensive knowledge and experience in the automotive industry, which includes floor plan and indirect lending. As a businessman and entrepreneur involved in a variety of business ventures, Mr. Martin provides the Board with valuable insight into industries and markets in which we and our clients do business. His past service on the board of a financial institution provides additional perspectives concerning issues addressed by our Board.

William J. Voges, Age 70

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.

Mr. Voges’s past service on the boards of financial institutions provides additional perspectives on the issues facing our Board. His legal background, coupled with his leadership, audit and executive compensation experience, provides significant value on legal, governance and regulatory matters. Mr. Voges also complements the Board with his keen strategic insight.

The Governance and Nominating Committee believes that well-functioning boards consist of a diverse collection of individuals that bring a variety of complementary skills. The Governance and Nominating Committee generally considers each director eligible for nomination in the broad context of the overall composition of our Board with a view toward constituting a Board that, as a body, possesses the demonstrated senior leadership and management experience to oversee our business. Historically, the Governance and Nominating Committee sought directors that bring broad and varied skills and knowledge from retail and wholesale businesses, not-for-profits, legal, financial and government services. As illustrated by the substantial Board refreshment and as further discussed in this proxy statement’s Corporate Governance section beginning on page 19, the Board has affirmed its commitment to seeking membership with a broad range of experience, qualifications, attributes, and skills.

Board Meetings and Attendance

During the year ended December 31, 2024, the Board met 17 times. Each director attended more than 75% of the aggregate of (i) all meetings of the Corporation Board and Bank board held while he or she was a director and (ii) all meetings of Corporation and Bank committees on which he or she served during the period that he or she served on the

committee. Although the Corporation has no formal policy on director attendance at Annual Meetings of Shareholders, they are encouraged to attend such meetings. All directors on the Board at that time attended the 2024 Annual Meeting of Shareholders.

The Board has established a number of committees that facilitate the administration and oversight of the Corporation. Among these committees are the Governance and Nominating, Audit, and Compensation and Employee Benefits Committees.

The following matrix indicates the composition of those committees as of the date of this proxy statement. Our directors’ primary qualifications and attributes are also highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.

​

​

​

Governance and Nominating Committee. Members consist of Gregory L. Gibson, Ronald K. Rich (Chairman), Paul J. Pierson, William J. Voges, and James O. McDonald. The Board has determined that Messrs. Gibson, Rich, Pierson, Voges, and McDonald are independent under the rules of the NASDAQ Global Select Market. The Governance and Nominating Committee met two times during 2024.

The primary objectives of the Governance and Nominating Committee are to assist the Board in developing and recommending corporate governance policies and guidelines for the Corporation in addition to identifying, evaluating and nominating persons for election to the Board and appointment to the committees of the Board. A copy of the Governance and Nominating Committee Charter is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Audit CommitteeMembers consist of W. Curtis Brighton, Thomas T. Dinkel (Chairman), Tina J. Maher, Mark J. Blade, and Michael A. Carty. The Board has determined that Messrs. Brighton, Dinkel, Carty, Blade and Ms. Maher are independent under SEC Rule 10A-3 and the rules of the NASDAQ Global Select Market, and that Mr. Carty qualifies as an “audit committee financial expert” as defined by the rules of the SEC. The Board has further determined that each member of the Audit Committee is financially sophisticated under the applicable NASDAQ rules. The Board selected the members of the Audit Committee based on the Board’s determination that they are fully qualified to monitor the performance of management, the public disclosures by the Corporation of its financial condition and performance, our internal accounting operations and our independent registered public accountants. The Audit Committee met four times during 2024.

The primary objectives of the Audit Committee are to assist the Board in its oversight of the following matters:

In addition, among other responsibilities, the Audit Committee reviews the Corporation’s accounting functions, the adequacy and effectiveness of the internal controls and internal auditing methods and procedures. A copy of the Audit Committee Charter is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Compensation and Employee Benefits Committee. Members consist of William R. Krieble, Thomas C. Martin, Ronald K. Rich, and William J. Voges (Chairman). The Board has determined that Messrs. Krieble, Martin, Rich and Voges are independent under the rules of the NASDAQ Global Select Market. The Compensation and Employee Benefits Committee met five times during 2024.

The primary objective of the Compensation and Employee Benefits Committee is to review and approve the Corporation’s compensation strategy and the compensation of our executive officers and senior management. In addition, among other responsibilities, the Compensation and Employee Benefits Committee establishes guidelines and oversees the administration of executive compensation plans and arrangements, as well as certain employee benefit plans. A copy of the charter of the Compensation and Employee Benefits Committee is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

The goal of our director compensation package is to attract and retain qualified candidates to serve on the Board. In setting compensation, the Board considers compensation levels of directors of other financial institutions of similar size. Each director of the Corporation is also a director of First Financial Bank, N.A. (the “Bank”), the subsidiary bank of the Corporation. The non-employee directors receive director fees from both the Corporation and the Bank. During 2024, non-employee directors received a $40,000 retainer from the Corporation and a $5,000 retainer from the Bank. During 2024, each non-employee director of the Corporation and the Bank received a fee of $750 for each board meeting attended for the Corporation or the Bank.

Non-employee directors also receive a fee for each meeting attended of the Audit Committee of $1,000, the Compensation and Employee Benefits Committee of $1,000, the Governance and Nominating Committee of $1,000 and the Loan Committee of the Bank of $500. No non-employee director served as a director of any other subsidiary of the Corporation.

Employee directors receive no compensation for their service on the boards or board committees of the Corporation and the Bank.

The table below summarizes the compensation paid by the Corporation to each non-employee director for service during the fiscal year ended December 31, 2024.

___________

First Financial Corporation Directors’ Deferred Compensation Plan. Prior to 2011, directors of the Corporation and the Bank were permitted to participate in a directors’ deferred compensation plan. Under the plan, a director could elect to defer up to $6,000 of his or her director’s fees each year over a five-year period. The amount of deferred fees was used to purchase an insurance product, of which the Corporation is the beneficiary, that funds benefit payments. An amount equal to the face amount of the policy, in addition to an amount equal to the tax savings the Corporation will receive by obtaining the proceeds from the policy on a tax-free basis, will be paid to the director or his or her beneficiary. Payment will be made to the director or his or her beneficiary in 120 monthly installments beginning on the first day of the month after the earlier of the director’s 65th birthday or death. Each year from the initial date of deferral until payments begin, the Corporation accrues a non-cash expense, which will equal, in the aggregate, the amount of the payments to be made to the director over the ten-year period. For 2024, the allocated cost of the deferred directors’ fees was $55,633. This plan was closed to new participants in 2011. During 2024, no directors deferred amounts under this plan and those directors who have attained age 65 received payments attributable to previously

deferred amounts under the plan in the following amounts: Mr. Brighton – $59,642, Mr. Dinkel – $54,000, and Mr. Voges – $21,818.

The Board believes that directors more effectively represent the Corporation’s shareholders if they are shareholders themselves. Therefore, the Board has adopted stock ownership guidelines applicable to all directors, other than Norman L. Lowery, Chairman, and Norman D. Lowery, President and Chief Executive Officer, who are subject to the stock ownership guidelines for executive officers discussed under “Compensation Discussion and Analysis.” Under the guidelines, directors must own a number of shares of the Corporation’s common stock equal in value to three times their annual Corporation retainer for services as a director. Additionally, directors may not dispose of shares of Corporation stock until they have satisfied the guidelines. Directors are expected to be in compliance with the stock ownership guidelines not later than five years after the date of their initial election or appointment as a director of the Corporation. In the case of individuals who were directors when the current guidelines became effective, compliance was required by February 21, 2017. All of our non-employee directors have met their stock ownership levels under these guidelines, except for Ms. Jensen who was appointed as a director November 16, 2021, each of whom has five years from the date of their appointment to satisfy the guidelines.

None of the members of the Compensation and Employee Benefits Committee (“Compensation Committee”) was or is an officer or employee of the Corporation and no executive officer of the Corporation served or serves on the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) or on the board of directors of any company that employed or employs any member of the Corporation’s Compensation Committee. In addition, no executive officer of the Corporation served or serves on the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any company one of whose executive officers serves on our Board.

The Loan Committee is responsible for approving any transactions between the Corporation or its subsidiaries and any related party, including loans or extensions of credit to the subsidiaries and any sale of assets or other financial transactions. Directors and executive officers of the Corporation and their associates were customers of, and have had transactions with, the Corporation and its subsidiaries in the ordinary course of business during 2024. Comparable transactions may be expected to take place in the future. During 2024, various directors and executive officers of the Corporation and their respective associates were indebted to the subsidiary bank from time to time. These loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for similar transactions with other persons not related to the Corporation and did not involve more than the normal risk of collectability or present other unfavorable features. Loans made to directors and executive officers that are subject to federal banking regulations are exempt from the insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

Related party transactions are evaluated on a case-by-case basis in accordance with the applicable provisions of the Articles of Incorporation and the Code of Business Conduct and Ethics of the Corporation.

The provisions of the Articles of Incorporation apply to contracts or transactions between the Corporation and (i) any director; or (ii) any corporation, unincorporated association, business trust, estate, partnership, trust, joint venture, individual or other legal entity in which any director has a material financial interest or of which any director is a director, officer or trustee. The provisions of the Code of Business Conduct and Ethics apply to the directors, officers and employees of the Corporation.

The Articles of Incorporation provide that a contract or transaction between the Corporation and any of the persons described above is valid for all purposes if the material facts of the contract or transaction and the director’s interest were disclosed or known to the Board, a committee of the Board with authority to act thereon or the shareholders

entitled to vote thereon and the Board, such committee or such shareholders authorized, approved or ratified the contract or transaction.

The Code of Business Conduct and Ethics provides that directors, officers and employees of the Corporation must make business decisions for the Corporation free of conflicting influences. Such persons are expected to avoid situations that may lead to real or apparent material conflicts between such person’s self-interest and such person’s duties or responsibilities as a director, officer or employee of the Corporation. The Chief Risk Officer is responsible for annually reaffirming compliance with the Code of Business Conduct and Ethics by the directors, officers and employees of the Corporation.

Certain family relationships exist among the executive officers of the Corporation. Norman L. Lowery (Chairman, and former President and Chief Executive Officer of the Corporation and the Bank) is the father of Norman D. Lowery (Director and President and Chief Executive Officer of the Corporation and the Bank). There are no arrangements or understandings between any of the directors and executive officers pursuant to which any of them has been selected for their respective positions.

A son of Norman D. Lowery is employed by the Bank as a senior attorney, and Mr. Lowery’s wife is employed by the Bank as Vice President, Director of Branch Banking. In such capacities, each has received salary, benefits and other compensation since January 1, 2024, in excess of $120,000. In each case, such amounts are consistent with that of similarly situated employees with equivalent qualifications and responsibilities, and their compensation terms are established independent of their familial relationships.

​

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The name, age, position and business experience of each named executive officer who is not a member of the Board is described below:

Rodger A. McHargue, Age 63

Mr. McHargue is the Chief Financial Officer of the Corporation and the Bank and also the Secretary and Treasurer of the Corporation, serving since 2010. He joined the Corporation in 1994. He received a B.S. degree in Economics and Finance from Indiana State University and a Master of Business Administration degree from Indiana State University. He is also a graduate of the ABA Stonier Graduate School of Banking.

Mark A. Franklin, Age 46

​

              Mr. Franklin is the Chief Lending Officer of the Corporation and the Bank, serving since February 2022.  He joined the Bank in January 2020 as Senior Commercial Lending Executive for the Indianapolis Region.  Prior to joining the Bank, he served as a Region President for German American Bank from February 2009 to December 2019.  He received a B.S. degree from the University of Southern Indiana and an M.A. degree from Ball State University.  He is a graduate of the ABA Stonier Graduate School of Banking and holds a Credit Risk Certification designation through The Risk Management Association. 

​

Stephen P. Panagouleas, Age 52

​

Mr. Panagouleas is the Chief Credit Officer of the Corporation and the Bank, serving since July 1, 2024.  He joined the Bank in 2013 as the Chief Credit Administrator.  Prior to joining the Corporation, Mr. Panagouleas was a Senior Vice President and Commercial Lending Executive at Old National Bancorp from 2007 to 2013.  Mr. Panagouleas received his B.S. degree in Business from Indiana State University and a Master of Business Administration degree from Butler University.  He holds a Credit Risk Certification designation through The Risk Management Association and is a graduate of the Butler University Executive Leadership Academy. 

. 

​

CORPORATE GOVERNANCE

The Corporation aspires to the highest ethical standards for its employees, officers and directors and remains committed to the interests of its shareholders. The Corporation believes it can achieve these objectives with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. To maintain a level of corporate governance that is commensurate with contemporary risks, the Board updated or reaffirmed various policies, procedures and committee charters in 2024 and 2025, including, but not limited to, the Code of Business Conduct and Ethics, Governance Guidelines, Information Security Policy, Insider Trading Policy, Artificial Intelligence Governance Committee Charter (established in August 2024), Audit Committee Charter, Compensation and Employee Benefits Committee Charter and the Governance and Nominating Committee Charter. Certain of these governance documents are discussed below.

Pursuant to our Corporate Governance Guidelines, the Board is formally committed to seeking individuals of high personal and professional integrity who have the characteristics, skills, and experiences to meaningfully contribute to sound business leadership of the Corporation. The Board values diverse perspectives and believes varied skills, knowledge, and experiences contribute to robust discussions and thorough analysis of matters presented at its meetings.

To this end, the Board has tasked the Governance and Nominating Committee with ongoing consideration of the evolving needs of the Board as it searches for candidates who will fill any current or anticipated gaps. The Governance and Nominating Committee evaluates the entirety of each candidate’s credentials, and consideration must be given to at least the following qualifications:

​

With respect to directors who are nominated for re-election, the Governance and Nominating Committee also considers such director’s previous contributions to the Board.

In keeping with the Board’s directives, over the past several years, the Governance and Nominating Committee led a substantial effort to refresh the Board’s membership. As a result, nine new directors were added to the Board, including one who was added in 2021. These new members bring to the Board backgrounds in law, the military, agriculture, education, the automobile industry, government, public relations, and financial services and thereby complement the Board’s prior-existing qualifications.

Our Board regularly reviews and assesses the effectiveness of our leadership structure and will implement any changes as it deems appropriate.

Our Corporate Governance Guidelines do not have a fixed policy regarding the separation of the offices of Chairman and Chief Executive Officer, which provides the Board with flexibility to react to evolving circumstances and select from time to time the Board leadership structure it deems to be in the best interests of the Corporation and its shareholders.

In connection with the transition of Norman D. Lowery to Chief Executive Officer and President effective January 1, 2024, the role of Chairman and Chief Executive Officer was split, with Mr. Norman L. Lowery continuing to serve as Executive Chairman through December 31, 2024, at which time he transitioned to non-executive Chairman. Among other reasons, separating the role of Chairman and Chief Executive Officer was intended to enable Norman D. Lowery to focus his attention on his responsibilities as Chief Executive Officer during his early stages in the position. Additionally, Norman L. Lowery’s continued role as Chairman provides continuity in leadership of the Board of Directors and helps support a smooth transition of executive leadership of the Corporation. The Board has appointed the Chairman of our Governance and Nominating Committee, Ronald K. Rich, to serve as our Lead Independent Director to preside at all meetings of the independent directors. As Lead Independent Director, Mr. Rich acts as a liaison between the Board and the Chairman and the Chief Executive Officer. He also develops the agendas for the executive sessions of the Board. Mr. Rich has served in this capacity since 2005.

Our Board has an active role, as a whole and also at the committee level, in overseeing management of the Corporation’s risks. The Board regularly reviews information regarding the Corporation’s financial results, operations and liquidity, as well as the risks associated with each.

Audit Committee

The Audit Committee oversees management of the Corporation’s financial risks, including the oversight of our internal audit function, our internal controls over financial reporting and our disclosure controls and procedures and our management of potential conflicts of interest.

Compensation and Employee Benefits Committee

The Compensation and Employee Benefits Committee is responsible for overseeing the management of risks relating to the Corporation’s executive compensation plans and arrangements. Among other things, this committee oversees the administration and operation of retirement, ESOP and 401(k) plans as well as the performance-based Amended and Restated 2011 Omnibus Equity Incentive Plan (“LTIP” or “2011 EIP”) and the 2011 Short-Term Incentive Compensation Plan (“STIP” or “2011 STIP”).

Governance and Nominating Committee

The Governance and Nominating Committee manages risks associated with the independence of the Board, succession planning, and strategic and reputation risks associated with the Corporation’s governance structure. To this end, the committee is tasked with monitoring and advising on the implementation and operation of the Corporation’s Code of Business Conduct and Ethics (updated in February 2025) as well as the Corporate Governance Guidelines (updated in November 2020) which are reaffirmed annually.

Enterprise Risk Management

The Directors’ Enterprise Risk Management Committee and the Enterprise Risk Management Committee advise and assist the Board in its oversight and management of enterprise risk. These committees receive regular reports from management and meet no less frequently than quarterly to discuss matters relating to the management of the various components of enterprise risk, including credit, interest rate, liquidity, compliance, technology, transaction, reputation and strategic risks. The Directors’ Enterprise Risk Management Committee is composed of W. Curtis Brighton (Chairman), William R. Krieble, Thomas C. Martin, Paul J. Pierson, Ronald K. Rich, and Richard J. Shagley, all of whom are responsible for, by way of example not limitation, coordinating risk management issues with other Board- and management-level committees as well as establishing and maintaining effective policies, procedures and practices for identifying, measuring and mitigating enterprise risk. Our management-level Enterprise Risk Management Committee is composed of the Chairman, Chief Executive Officer, Chief Financial Officer, Chief Credit Officer, Chief Lending Officer, Chief Risk Officer (Chairman), Chief Compliance Officer, Director of Branch Banking, Chief Information and Operations Officer, Chief Information Security Officer, General Counsel, Director of Human

Resources, Director of Internal Audit, Loan Review Manager, Security Officer, and Senior Operations Manager. Additionally, to monitor for risk associated with environmental, social or governance programs, the Charters of the Directors’ Enterprise Risk Management and Enterprise Risk Management Committees were updated in February 2024. These updates require a periodic review of ESG initiatives and strategy, which function was formerly performed by the Governance and Nominating Committee.

Cybersecurity

The Corporation’s and the Bank’s Cybersecurity Committees, which are led by the Chief Information Security Officer (“CISO”), evaluate and oversee the management of risks relating to our information technology infrastructure and oversee implementation of the Corporation’s Information Security Program. Members of these committees include Messrs. Dinkel, Krieble and McDonald, Ms. Jensen, independent members of the Board, as well as Norman L. Lowery, our Chairman, and Norman D. Lowery, our Chief Executive Officer and Board member, and members of the Incident Response Team, which is a multi-departmental group responsible for addressing, in accord with the Corporation’s Incident Response Plan, unauthorized use or access to confidential information. Since November 2020, the Corporation and the Bank have operated under a single, integrated Information Security Policy to enhance our cybersecurity efforts. Under the Information Security Policy, the CISO continues to report directly to the Board no less than quarterly regarding cybersecurity threats, technology-related community outreach and internal cyber defenses, including, but not limited to, the results of independent third-party and internal information security audits, associate training, regular newsletters, penetration testing and other breach-prevention efforts. In addition, the CISO reports to the Board annually, providing a retrospective cybersecurity briefing of the previous year. The Corporation has procured cyber liability insurance, regularly trains associates and provides community outreach regarding cybersecurity precautions and threats and annually audits the Information Security Program.

Community Reinvestment and Fair Lending

The Corporation’s and the Bank’s CRA and Fair Lending Committees are integral to balancing sustainability efforts with safe and sound business practices. The CRA Committee evaluates and oversees the management of risks relating to our compliance with the Community Reinvestment Act. The Bank’s Fair Lending Committee evaluates and oversees the management of risks relating to our lending policies and practices, including compliance with federal fair lending laws and regulations.

While each committee is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed about such risks through committee reports.

The Board has determined that all current members of the Board, except Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley, are independent, as independence is defined under the listing standards of the NASDAQ Global Select Market applicable to the Corporation. Following each Board meeting, the Board holds executive sessions, with and without the Chief Executive Officer. The Independent Directors also met four times during 2024.

The Board has adopted Corporate Governance Guidelines containing general principles regarding the functions of the Board and its committees. The Governance and Nominating Committee periodically reviews the Corporate Governance Guidelines and will recommend changes to the Board as it deems appropriate. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

We have a Code of Business Conduct and Ethics that applies to all the Corporation’s directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer and controller. The Corporation discloses any amendments to the Code of Business Conduct and Ethics by posting such amendments on its website. In addition, any waivers of the Code of Business Conduct and Ethics for directors or executive officers of the Corporation will be disclosed in a report on Form 8-K filed with the SEC. Consistent with historical performance, there were no waivers in 2024. A copy of the Code of Business Conduct and Ethics, updated in February 2025, is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Hedging and similar monetization transactions by a director or an executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our shareholders. Accordingly, all directors, officers and employees are prohibited from engaging in hedging or monetization transactions with respect to the securities of the Corporation. In addition, our Insider Trading Policy includes an anti-pledging provision to further align interests of leadership, associates, and shareholders.

Clawback Policy

We have a Policy Concerning Recovery of Erroneously Awarded Compensation (“Clawback Policy”) pursuant to which executive officers may be required to forfeit or reimburse the Corporation for certain incentive-based compensation received in the event the Corporation is required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under the securities laws. The Clawback Policy is intended to comply with the requirements of the Nasdaq Stock Market and SEC rules and has been included as an exhibit to our 2024 Annual Report on Form 10-K.

Policies and Practices for Granting Certain Equity Awards

Insider Trading Policy

We have an Insider Trading Policy that prohibits all the Corporation’s directors, officers, employees, and their immediate family members from engaging in unlawful trading or tipping with respect to the Corporation’s securities.

The Insider Trading Policy was updated in February 2025, is intended to comply with the requirements of SEC rules, and has been included as an exhibit to our 2024 Annual Report on Form 10-K.

​

Any shareholder who desires to contact the Chairman of the Board, the Lead Independent Director or the other members of the Board or who desires to make a recommendation of a director candidate for consideration by the Governance and Nominating Committee, may do so electronically by sending an email to the following address: [email protected]. Alternatively, a shareholder can contact the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board by writing to: First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808. Communications received electronically or in writing are distributed to the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. For example, if any complaints regarding accounting, internal accounting controls and auditing matters are received, then they will be forwarded by the Secretary to the Chairman of the Audit Committee for review.

For further information, including electronic versions of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Employee Benefits Committee Charter and Governance and Nominating Committee Charter, please contact the Secretary of the Corporation, Rodger A. McHargue, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000 or visit our website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

​

In accordance with its written charter adopted by the Board, the Audit Committee of the Board assisted the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Corporation. During 2024, the Audit Committee met four times and the Audit Committee chair, as representative of the Audit Committee, discussed the interim financial information contained in each quarterly earnings announcement with management and the independent public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent public accounting firm a formal written statement describing all relationships between the independent public accounting firm and the Corporation that might bear on the independent public accounting firm’s independence consistent with applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent public accounting firm any relationships that may impact the independent public accounting firm’s objectivity and independence and satisfied itself as to the independent public accounting firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent public accounting firm the quality and adequacy of the Corporation’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee reviewed both with the independent and internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent public accounting firm all matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and, with and without management present, discussed and reviewed the results of the independent public accounting firm’s examination of the financial statements. The Audit Committee also discussed the results of the internal audit examinations.

The Audit Committee reviewed and discussed the audited financial statements of the Corporation as of and for the year ended December 31, 2024, with management and the independent public accounting firm. Management represented to the Audit Committee that the Corporation’s financial statements as of and for the year ended

December 31, 2024, were prepared in accordance with accounting principles generally accepted in the United States. Management has the primary responsibility for the preparation of the Corporation’s internal controls and financial statements and the independent public accounting firm has the responsibility for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Based on the above-mentioned review and discussions with management and the independent public accounting firm, the Audit Committee recommended to the Board that the Corporation’s audited financial statements be included in its 2024 Annual Report on Form 10-K for filing with the SEC.

​

​

​

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This Executive Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program for our Named Executive Officers (“NEOs”) listed below. This CD&A also summarizes the Compensation and Employee Benefits Committee’s (“Compensation Committee” or “Committee”) process for making pay decisions, as well as its rationale for specific decisions related to the 2024 performance year.

​

​

​

EXECUTIVE SUMMARY

Our 2024 Performance

​

During 2024, we executed on our business plan and long-term strategic goals. We believe we continue to be well-positioned to grow long-term shareholder value.

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.

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. We believe we continue to be well-positioned to grow long-term shareholder value.

Other key financial results included:

​

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 was partially offset by increased net interest income.

Shareholder Engagement and 2024 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 2024, the say-on-pay vote regarding our executive compensation program received the support of approximately 94% 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.

​

Strong Compensation Pay Policies & Practices

​

Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives’ interests with those of our shareholders:

​

2024 Compensation Actions

​

As further detailed on pages 33 through 39, the Compensation Committee made the following executive compensation decisions for 2024:

​

​

​

​

The STIP and LTIP performance measures selected by the Committee tie to execution of those operational and strategic matters critical to building shareholder value. Target performance levels were established by the Committee at amounts requiring stretch performance relative to the Corporation’s Board-approved Corporation-wide, Bank and department budgets and strategic plans for 2024. These budgets and plans were developed following a rigorous process which considered our business plans and market conditions at the beginning of 2024.

​

​

WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM

Compensation Philosophy

​

Our goal is to maintain a competitive, balanced compensation program that rewards our NEOs for current year performance and for the creation of long-term shareholder value, without exposing the Corporation to unreasonable risk, including credit, interest rate, liquidity, reputation, compliance and transaction risk. Our executive compensation philosophy is grounded on three fundamental principles:

​

​

​

​

Total Direct Compensation and Its Components

To encourage our NEOs to execute our business plan and create shareholder value, we seek to align each executive’s compensation with our short-term and long-term financial goals. We focus on total direct compensation, which is the sum of base salary, short-term incentives, and long-term equity-based incentives. Our total direct compensation is weighted heavily toward results, with a substantial portion of direct total compensation “at risk.”

​

The following table shows the principal components of total direct compensation, each one contributing to the accomplishment of our compensation program goals:

​

​

Pay Mix

​

The charts below show the target total direct compensation of our CEO and our other NEOs for fiscal year 2024. These charts illustrate that a large portion of NEO total direct compensation is variable for our CEO (58.3%) and for our other NEOs (an average of 45.4%).

​

​

​

​

​

​

​

THE PROCESS FOR SETTING EXECUTIVE COMPENSATION

Role of the Compensation and Employee Benefits Committee

The Compensation Committee is responsible for determining our executive compensation philosophy and the establishment, implementation and monitoring of our executive compensation program. The Committee is composed entirely of independent Directors as determined under the rules of the NASDAQ Global Select Market. Each year, the Compensation Committee reviews our executive compensation program to assure that the program and the compensation for each NEO are consistent with our compensation philosophy and, specifically, that a substantial portion of our NEOs’ compensation is paid only if pre-established, objective performance goals are met or exceeded. In exercising its duties, the Committee considers all elements of our executive compensation program, as well as individual performance, Corporation and Bank performance and market compensation considerations. The Compensation Committee determines the appropriate allocation of each NEO’s potential compensation among base salary, short-term incentive compensation, long-term incentive compensation and other components. Based on our strategic plan and budget, the Committee sets the appropriate goals and measures under the STIP and LTIP and communicates those goals and measures to covered NEOs in February.

​

Each year, the Compensation Committee also reviews our performance compared to short-term and long-term objectives, reviews our executive officer pay practices, evaluates risks associated with our executive compensation program and approves all awards under our short-term and long-term incentive plans. The Committee reports its decisions to the Board.

​

Selecting Performance Measures and Establishing Performance Goals

In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s Board-approved annual strategic plan and budget. The Committee then selects performance measures determined to be important to the Corporation’s, the Bank’s or a department’s successful execution of the strategic plan and performance to meet or beat the budget for the coming year. The Committee then establishes the performance goal for each performance measure based on the anticipated business levels and initiatives underlying the strategic plan and budget. The performance goals are intended to be stretch goals which are achievable through sustained execution of the strategic plan and without subjecting the Corporation to undue risk.

​

The Committee assigns weights to each of the performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures.

​

Our current STIP performance measures focus on net income and efficiency, and our LTIP performance measures focus on earnings per share, return on average assets, return on average equity and tangible book value. We believe these measures, which are within management’s control, most closely align management with the interest of shareholders. These fundamental measures have the greatest long-term controllable influence on share price.

​

Role of Management

​

Each year, prior to any adjustments in compensation, our CEO provides the Compensation Committee with a review of our strategic and financial performance and the compensation and performance of all NEOs other than himself. The CEO may make recommendations regarding the compensation of those NEOs to the Committee for review and approval. The Committee generally requests information relevant to its determinations from Corporation personnel, including our Chief Financial Officer. However, no NEO other than our CEO attends Committee meetings. The Committee invites our CEO to attend its meetings at which it discusses the compensation of NEOs; however, our CEO does not attend the portion of Committee meetings at which his compensation is discussed. The Corporation’s Human Resources Management provides information and other support to our CEO and the Committee in connection with the Committee’s deliberations.

​

Role of Outside Consultants

​

The Compensation Committee is authorized to retain its own advisors. For 2024, the Committee retained Pearl Meyer to serve as its independent compensation consultant. The Committee chose Pearl Meyer based upon the firm’s strong experience and reputation in working with banking organizations. Under its engagement letter, Pearl Meyer acknowledged that the firm was retained by and performs its services for the Committee. The Committee reviewed information provided by Pearl Meyer and did not identify conflicts of interest relating to Pearl Meyer’s work for the Committee. In performing work for the Committee, Pearl Meyer interacts with management as part of the process for developing information and data required by the Committee. Pearl Meyer has advised the Committee that our executive compensation program is generally aligned with market practice and that total cash compensation (base salary and STIP awards) and total direct compensation (base salary, STIP and LTIP awards) approximates the peer group median.

​

The Role of the Compensation Peer Group

​

In setting 2024 compensation levels for the NEOs, the Compensation Committee used the peer group of regional banks listed in the table below. This peer group was determined by the Committee, and with input from management, based on an in-depth review by its independent compensation consultant, Pearl Meyer:

​

​

The Compensation Committee, Pearl Meyer and management believe these companies represent a good cross-section of similarly sized financial institutions which, like us, operate significant branch networks outside of metropolitan areas.

​

In its review, Pearl Meyer also found the design of the Corporation’s executive compensation program to be generally consistent with market best practices and the design of the peers. Pearl Meyer noted that the total direct compensation of our NEOs approximates market median levels. The market median levels developed by Pearl Meyer reflected data from the peer group, as well as published compensation data. The Compensation Committee reviews market data in establishing compensation levels, but it does not tie its determinations to a particular benchmark.

​

2024 NEO COMPENSATION

Elements of Compensation

Base Salary. Base salary is a fixed component of total cash compensation. The Compensation Committee attempts to set base salaries for a particular executive position at a level that recognizes the executive’s contributions and importance to the organization and will facilitate the attraction and retention of a skilled management team.

​

The starting point for determining any adjustments to a NEO’s base salary is the increase in the Corporation’s annual salary pool approved by the full Board. Individual base salary increases for all employees, including the NEOs, are awarded as allocations from that salary pool. In establishing the amount of the pool, the Compensation Committee and the Board consider general economic conditions (such as inflation and recessionary factors), the performance of the Corporation and the Bank and other sources of information.

​

The Compensation Committee adjusts the base salary of a NEO after reviewing his or her performance over the past fiscal year. The Committee’s review focuses on the NEO’s attainment of pre-determined, objective performance goals, supervisory skills, dependability, initiative, skill level and overall contribution to the Corporation. The Committee considers all of these factors as a whole, without giving a pre-established weighting to any particular factor and determines any adjustment to the NEO’s base salary. In addition, the Compensation Committee considers the base salaries of our NEOs relative to benchmarking data and recommendations provided by its independent compensation consultant, Pearl Meyer.

​

In light of the Company’s leadership transitions and the Compensation Committee’s commitment to setting market-competitive pay levels, base salary adjustments for 2024 incorporated changes in roles and responsibilities, market-driven adjustments, and merit-based increases. Norman L. Lowery transitioned from CEO to Executive Chairman, resulting in a 22.11% decrease in base salary. To recognize Norman D. Lowery’s promotion to President and Chief Executive Officer, the Compensation Committee approved a 72.65% base salary increase to align with market benchmarks for his role. Messrs. McHargue and Franklin received salary increases of 6.81% and 4.00%, respectively, consistent with the overall salary increase budget for all employees, as well as market alignment where necessary. These adjustments, approved by the Compensation Committee, are shown in the table below.

Short-Term Incentive Compensation. The Compensation Committee makes annual incentive awards to the NEOs and other management employees pursuant to the STIP. Each year, the Committee establishes and approves the target award levels for each NEO, performance goals for various Corporation, Bank or departmental performance measures, and the relative weight accorded to each performance goal.

​

Target Award Levels. The target award amounts for 2024 are set forth in the following table. The target award amounts for Norman L. Lowery and Norman D. Lowery, as a percentage of base salary, were adjusted from 2023 to approximate the benchmarked market median for their new roles. None of the other target award opportunities have changed.

​

*Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $364,800, which comprises his base salary of $360,000 and subsidiary board fees of $4,800.

Performance Goals, Measures, and Scorecard Results. The STIP uses a “scorecard” approach. Here is how it works:

​

​

The Committee may adjust Corporation or Bank results when determining the percentage of the target performance achieved. Minor adjustments (increases) were made to the budget and resulting targets to take into account the delay in the SimplyBank closing, and the Committee also made adjustments (increases) to results to provide a better picture of management’s performance through elimination of certain purchase accounting-related loan loss and amortization expenses associated with the SimplyBank acquisition that were not included in the budget or target-setting, as well as other one-time adjustments not related to operations (EDC and EIP).

​

For 2024, management recommended that the Committee adjust the Corporation’s and Bank’s net income, efficiency ratio, and department controllable results by excluding the impact of the SimplyBank acquisition, and the Committee approved this adjustment. The Committee had established budgets based on an assumed closing date of the SimplyBank acquisition. The three-month delay in closing was the primary driver in determining to adjust targets for STIP and LTIP earned amounts.

​

For our Executive Chairman, Mr. Norman L. Lowery, and our Chief Executive Officer, Norman D. Lowery, the performance measures were Corporation-wide net income and efficiency ratio, weighted 60% and 40%, respectively. The Committee determined that these Corporation-wide performance measures were appropriate in light of their positions as Executive Chairman and CEO and their role in executing Corporation’s strategic plan to continue to drive net income and manage expenses across the entire organization. The net income target reflected 103% of the Corporation’s budget.

​

The table below sets forth Mr. Norman L. Lowery’s and Mr. Norman D. Lowery’s performance measures, target performance goals, results and levels of achievement against the goals, weightings and resulting scores. The result and level of achievement for each measure set forth in the table is based on the adjustments approved by the Committee as noted above.

​

Mr. Norman L. Lowery: 2024 Scorecard

​

​

​

Mr. Norman D. Lowery: 2024 Scorecard

​

For our other NEOs, the performance measures selected by the Committee were tied to Bank and/or departmental performance and each NEO’s area of responsibility. For each of these NEOs, substantial weighting was given to the net income, efficiency ratio and departmental controllable expenses performance measures to reinforce the strategic focus on net income and expense control. The net income target reflected 103% of the Bank’s budget. Additional performance measures applicable to our Chief Lending Officer, Mr. Franklin, and our Chief Credit Officer, Mr. Panagouleas, related to loan growth and asset quality. The tables below set forth the performance measures and their respective target performance goal, results, levels of achievement against the goals, weightings and resulting scores for each of the other NEOs. The result and level of achievement for each of the net income and efficiency ratio performance measures set forth in the tables are based on the adjustments approved by the Committee as noted above.

​

Mr. Rodger A. McHargue: 2024 Scorecard

​

​

​

​

​

2024 STIP Payouts. The NEOs were awarded the following STIP awards based on their overall scorecard results as follows:

​

Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points.

​

*Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $364,800, which comprises his base salary of $360,000 plus subsidiary board fees of $4,800.

​

**The Actual STIP Earned for Mr. Panagouleas is a prorated amount based on the July 1, 2024 effective date of his promotion to Chief Credit Officer.

​

Long-Term Incentive Compensation. The size of each LTIP award made to our NEOs depends on two key factors: 1) the NEO’s target award level, which is stated as a percentage of base salary; and 2) the Corporation’s or Bank’s performance during the preceding three years measured against the goals established by the Compensation Committee.

​

The performance-based LTIP awards are made in restricted stock having a grant date value equal to the LTIP award earned. The restricted stock vests in three equal installments beginning on December 31 of the year of the grant and the following two years. The Compensation Committee believes the use of performance criteria for determining the size of the LTIP award, followed by a three-year vesting schedule, reinforces both the long-term incentive and retention purposes of the LTIP award while establishing an appropriate balance of risk and incentive.

​

Target Award Levels. The LTIP award target for awards granted in February 2025 based on performance through 2024 are set forth in the table below. In aggregate, these target award amounts, as a percentage of base salary, are aligned with the market median, but vary above or below median on an individual basis.

​

​

Performance Measures. For the three-year performance period ending December 31, 2024 (“2022–2024 performance period”), the Compensation Committee continued to use the following performance measures on which to base the amount of the LTIP awards: return on average assets, return on average equity, tangible book value and earnings per share (“EPS”). The Committee believes sustained performance in each of these measures should generate long-term value and use of these measures serves to further align the interests of management with our shareholders.

​

The Compensation Committee establishes a performance goal for each of these measures based on the Corporation’s and Bank’s strategic plan and budgets and weights the goals based on the Committee’s assessment of the relative importance of the measure to overall shareholder value. The scores with respect to each performance measure are determined in a similar manner to the way scores are determined under the STIP. The amount of a NEO’s LTIP award is based on the overall score achieved and the NEO’s LTIP award target. The maximum overall score for the Executive Chairman is 150% and the maximum award for the Chief Executive Officer and other NEOs is 125% of target. No LTIP award is earned if the overall score is below 80%.

​

The amount of LTIP earned for the 2022–2024 performance period by each NEO reflects both the target award opportunity for each NEO and the overall performance result. In accordance with SEC disclosure rules, the LTIP award based on performance through December 31, 2024, and granted in February 2025 will be reported in the 2026 proxy statement.

​

For our Executive Chairman, Mr. Norman L. Lowery, and our Chief Executive Officer, Norman D. Lowery, the performance measures relate to Corporation-wide performance. The table below sets forth their performance measures and their respective target performance goals, results (based on the Committee-approved adjusted amounts), levels of achievement against the goals, weightings and resulting scores for the LTIP awards granted in February 2025 based on performance through the end of 2024. The result and level of achievement for each of the performance measures are set forth in the table below:

​

​

​

The performance measures for the other NEOs, other than tangible book value and EPS, are tied to Bank performance. The result and level of achievement for each of the performance measures are set forth in the table below:

​

​

2022–2024 LTIP Grants. The NEOs earned the following LTIP awards based on their overall scorecard results as follows:

​

Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points.

​

*Mr. McHargue’s Target Award Level of 45% is applied to his total annual base compensation of $364,800, which comprises his base salary of $360,000 plus subsidiary board fees of $4,800.

​

**The Actual LTIP Awarded for Mr. Panagouleas is a prorated amount based on the July 1, 2024 effective date of his promotion to Chief Credit Officer.

​

​

OTHER PRACTICES, POLICIES & GUIDELINES

Retirement Benefits

We believe retirement and other post-employment benefits can be a powerful motivational tool for attracting and retaining key executives, including the NEOs. Our three qualified retirement plans are the First Financial Corporation 401(k) Savings Plan (“Savings Plan”), the First Financial Corporation Stock Ownership Plan (“ESOP”) and the First Financial Corporation Employees’ Pension Plan (“Pension Plan”).

​

Savings Plan. The Savings Plan allows eligible employees to contribute a portion of their compensation on a before- tax basis. Participants may direct the investment of their plan accounts among a diversified range of investment options. For those participants who are not eligible for future benefit accruals under the Pension Plan, the Corporation may, in its discretion, match the participant’s contributions (up to 4% of compensation) and make non-matching contributions.

​

ESOP. The Corporation and its participating subsidiaries and affiliates may make contributions to the ESOP in the form of Corporation stock or cash to be invested primarily in Corporation stock. The amount of any contributions is determined by the Board of the Corporation. The value of a participating employee’s benefit under the ESOP depends on the value of the shares of Corporation stock and any other amounts allocated to his or her account.

​

Pension Plan. The Pension Plan is a defined benefit plan that provides each participant with a benefit based on the participant’s compensation and service, which is then offset by the value of the participant’s benefit under the ESOP. This type of arrangement is commonly referred to as a floor-offset arrangement. Future accruals under the Pension Plan were frozen for participants at the end of 2012, except for certain long-service, retirement-eligible or other employees who were grandfathered at that time. Our NEOs, other than Mr. Franklin and Mr. Panagouleas, continue to accrue benefits under the Pension Plan.

​

Internal Revenue Code limits on the amount of benefits that may be earned under qualified plans can result in highly paid individuals, such as our executive officers, including the NEOs, receiving a substantially lower benefit (as a percentage of compensation) than other participating employees. We have adopted nonqualified retirement plans to make up for these benefit reductions. Information relating to qualified and nonqualified plans accompanies the “Pension Benefits” table on page 45 and the “Nonqualified Deferred Compensation” table on page 46.

​

Employment Agreements

We have entered into employment agreements with each of our NEOs. We entered into these agreements to be consistent with competitive practice, as the use of such agreements is commonplace among financial institutions like ours. Our employment agreements have a fixed, two-year term which may be extended annually by the Committee. Additional information regarding the employment agreements can be found under “Executive Compensation—Employment Agreements” on pages 46 to 52.

​

Perquisites

​

The Corporation provides limited perquisites to executive officers; however, it does sponsor a life insurance program for the NEOs of the Bank. Under the life insurance program, the Bank purchased a whole life insurance policy on behalf of, and pays the premiums on behalf of, each executive officer of the Bank.

​

Assessment of Incentives for Excessive Risk-Taking

​

Each year, the Compensation Committee evaluates the material operational risks to the Corporation, which include credit, interest rate, liquidity, reputation, compliance and transaction risk as well as the added potential for loss that could result from any of our compensation programs. The Committee also charges the Corporation’s General Auditor with performing a risk assessment of the incentive compensation program. Based on a review of these risks and the report of the General Auditor, the Committee has determined that the Corporation’s compensation arrangements and policies do not encourage excessive risk-taking.

​

Share Ownership and Retention Guidelines

​

Share ownership and retention guidelines help to foster a focus on long-term growth. The Board has adopted stock ownership guidelines applicable to our NEOs. Under those guidelines, our CEO is required to own a number of shares of the Corporation’s common stock equal in value to $500,000, our executive chairman is required to own a number of shares equal in value to three times his annual Corporation retainer for services as a director, and other NEOs are required to own a number of shares equal in value to $150,000. Except for purposes of exercising statutory diversification rights under the ESOP, our covered executives may not dispose of shares until they have satisfied the guidelines. Covered executives are expected to comply with the guidelines as soon as practicable and in no event later than five years after the date they become a covered executive. In the case of individuals who were covered executives when the guidelines became effective, compliance is required within five years of the effective date. Messrs. Norman L. Lowery, Norman D. Lowery, McHargue, Franklin and Panagouleas currently meet the guidelines.

​

Prohibition on Hedging and Pledging

​

Our NEOs and directors are prohibited from engaging in hedging or monetization transactions with respect to the securities of the Corporation. In addition, our Insider Trading Policy includes a prohibition on holding Corporation securities in a margin account or otherwise pledging securities of the Corporation by our executive officers and directors.

​

Clawback Policy

​

In 2023, we adopted a Clawback Policy pursuant to which executive officers may be required to forfeit or reimburse the Corporation for certain incentive-based compensation received in the event the Corporation is required to prepare an accounting restatement due to material noncompliance with the financial reporting requirements under the securities laws. The Clawback Policy is intended to comply with the requirements of the Nasdaq Stock Market and SEC rules. The Clawback Policy applies to incentive-based compensation received within three years preceding the date of an accounting restatement, subject to recovery conditions. In a recovery, the executive officer is required to forfeit or reimburse the Corporation for the excess amount of incentive-based compensation received that exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the corrected financial results.

​

Policies and Practices for Granting Certain Equity Awards

​

The Compensation Committee and the Board have a historical practice of not granting equity awards to executive officers during closed quarterly trading windows as determined under the Company’s insider trading policy. The Compensation Committee typically approves annual grants of equity awards to the Company’s executive officers, including the named executive officers, during the open trading window in the first fiscal quarter of the applicable fiscal year. See “Corporate Governance—Policies and Practices for Granting Certain Equity Awards.”

​

Tax Deductibility Cap on Executive Compensation

​

Section 162(m) of the Internal Revenue Code generally disallows a federal tax deduction to public companies for compensation in any tax year to specified executive officers to the extent that the compensation paid to such executive officer during the tax year exceeds $1 million.

​

The Committee believes that tax deductibility is only one of several relevant considerations in setting compensation and that the tax deduction limitation should not be permitted to compromise the Compensation Committee’s ability to structure its compensation to provide benefits to the Corporation that outweigh the potential benefit of the tax deduction.

​

Accordingly, the Committee has and will continue to approve compensation that is not deductible for federal income tax purposes.

​

​

Compensation Committee Report

The Compensation and Employee Benefits Committee of the Corporation has reviewed and discussed this Compensation Discussion and Analysis with management, and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

​

​

​

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to the chief executive officer, the chief financial officer and the three most highly compensated executive officers other than the chief executive officer and the chief financial officer (collectively, the “Named Executive Officers”) during the years ended December 31, 2024, 2023 and 2022.

​