Chad Kimball
FIRST MERCHANTSAbout Chad W. Kimball
Chad W. Kimball (age 49) is Senior Vice President and Chief Risk Officer (CRO) of First Merchants Corporation (FRME) since August 2021, leading enterprise risk oversight alongside the Board’s Risk & Credit Policy Committee . His prior roles include SVP–Director of Risk at Huntington Bank (2017–2021), Global Director of Regulatory Risk & Compliance at GE Aviation (2010–2017), senior risk/compliance roles at KPMG and Ernst & Young, and Auditor at the Ohio State Auditor’s Office . Company performance during his tenure shows resilient earnings and TSR: net income was $201.4M in 2024 (EPS $3.41), $223.8M in 2023 (EPS $3.73), and $222.1M in 2022 (EPS $3.81); the company’s PVP TSR index (value of $100 investment) was 113.97 (2024), 101.92 (2023), 108.22 (2022), 107.02 (2021) .
Company Performance During Kimball’s Tenure
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($USD Thousands) | $205,500 | $222,100 | $223,800 | $201,400 |
| EPS ($USD) | $3.81 | $3.81 | $3.73 | $3.41 |
| PVP TSR – Value of $100 | $107.02 | $108.22 | $101.92 | $113.97 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Merchants Corporation | SVP & Chief Risk Officer | Aug 2021–present | CRO inputs to Board risk oversight; enterprise-wide risk management, cybersecurity oversight linkage |
| Huntington Bank | SVP, Director of Risk | 2017–2021 | Led bank risk programs; informs FRME credit/cyber oversight |
| GE Aviation | Global Director, Regulatory Risk & Compliance | 2010–2017 | Built global compliance frameworks; strengthens FRME operational risk rigor |
| KPMG | Senior Manager, Risk & Compliance | 2007–2010 | Advisory/controls expertise |
| Ernst & Young | Senior Manager, Risk & Compliance | 1999–2007 | Advisory/controls expertise |
| State of Ohio, Auditor’s Office | Auditor | 1998–1999 | Financial/controls foundation |
Fixed Compensation
- Kimball is not a 2024 Named Executive Officer (NEO); FRME does not disclose his base salary or fixed cash compensation in proxy tables .
Performance Compensation
- FRME administers a Senior Management Incentive Compensation Program (SMICP) covering the CEO, President, selected EVPs and selected senior leadership, with payouts primarily driven by diluted GAAP operating EPS and approved balanced scorecards where applicable; payouts require employment at payment, with clawback for materially inaccurate results .
- 2025 SMICP parameters for NEOs set threshold/target/maximum payout percentages of base salary (CEO 40/80/160%, President & CFO 30/60/120%, CCO 25/50/100%); commercial metrics apply to the CCO. The Board specifies EPS as the sole goal for most NEOs; senior leadership metrics are adopted by the Committee (Kimball’s specific weighting is not disclosed) .
- In 2024, the company’s SMICP EPS schedule targeted $3.87/share, with threshold at $2.72 and maximum at $5.47; actual operating EPS achieved was $3.41, driving proportionate payouts for NEOs (Kimball not included) .
Company SMICP Parameters (illustrative, 2024 EPS schedule)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Notes |
|---|---|---|---|---|---|---|
| Operating EPS (diluted GAAP) | Primary driver for senior leadership | $2.72 | $3.87 | $5.47 | $3.41 | Pro-rata payouts per schedule; clawback applies |
Equity Ownership & Alignment
- FRME’s Long-Term Equity Incentive Plan (LTEIP) uses time-based restricted stock (three-year vesting, one-year minimum) with double-trigger change-of-control provisions (accelerated vesting only upon CoC plus qualifying termination); executives may vote and receive dividends on restricted shares during restriction period .
- Executive stock ownership guidelines (2025 update): CEO 6x salary, other NEOs 3x, other Section 16 executive officers 2x salary, with compliance expected within five years of October 31, 2024 and maintained thereafter .
- Hedging and pledging are prohibited for executives and directors, strengthening alignment and reducing leveraged selling pressure .
- Beneficial ownership data are disclosed for directors/NEOs; Kimball’s individual ownership is not listed in the management table (group holdings: 805,671 shares; 1.37%) .
Employment Terms
- FRME maintains double-trigger change-of-control agreements for NEOs and certain senior management: severance equals a multiple of (base salary at termination notice + largest SMICP cash incentive in prior two years), plus two years of continued benefits and vesting of deferred comp; options are cash-settled for “bargain element” value, and restricted stock restrictions lapse upon CoC + qualifying termination. Kimball’s individual coverage is not disclosed .
- CoC definitions include 25%+ voting power acquisition, board majority change in 24 months, merger where pre-merger holders own ≤50% post-merger voting power, or liquidation/sale of substantially all assets .
- Example severance levels for NEOs as of 12/31/2024: CEO $3.72M (299%), President $2.86M (299%), CFO $2.07M (299%), CCO $1.87M (299%), EVP–Commercial $1.23M (200%), plus benefits .
- Clawback Policy approved to comply with SEC/Nasdaq rules (Section 10D/Rule 10D-1); applies to executive officer incentive-based pay .
Investment Implications
- Compensation alignment: executive incentives tied to EPS and equity with three-year vesting, ownership guidelines, and anti-hedging/pledging policies reduce short-termism and selling pressure; Kimball, as CRO, operates within these frameworks even though his specific award details are not disclosed .
- Retention and CoC economics: double-trigger protection for NEOs and certain senior managers supports continuity in transaction scenarios; coverage for Kimball is not disclosed, but company-wide design lowers flight risk during strategic events .
- Execution and risk oversight: CRO input is embedded in the Board’s risk governance (credit, cyber, enterprise risk), with quarterly cybersecurity reporting, tabletop drills, and insurance coverage—supportive of stable operating risk during periods of earnings sensitivity .
- Shareholder support: Say-on-Pay passed with 92.65% approval in 2024, indicating investor acceptance of the pay-for-performance framework underpinning senior leadership, including CRO-level incentives .
Data limitations: FRME does not disclose Kimball’s individual salary, bonus, equity grants, ownership balances, or severance specifics in 2024–2025 proxy tables; analysis references company-wide policies and NEO disclosures where applicable **[712534_0000712534-25-000077_frme-20250401.htm:40]** **[712534_0000712534-25-000077_frme-20250401.htm:56]** **[712534_0000712534-25-000077_frme-20250401.htm:49]** **[712534_0000712534-25-000077_frme-20250401.htm:50]** **[712534_0000712534-25-000077_frme-20250401.htm:54]**.
Governance risk mitigants: No tax gross-ups or single-trigger CoC; clawback, anti-hedging/pledging, tiered SMICP caps and bands, and three-year equity vesting temper risk-taking incentives **[712534_0000712534-25-000077_frme-20250401.htm:55]** **[712534_0000712534-25-000077_frme-20250401.htm:39]** **[712534_0000712534-25-000077_frme-20250401.htm:50]**.