Clark Kellogg
FIRST MERCHANTSAbout Clark C. Kellogg
Clark C. Kellogg, age 64, has served as an independent director of First Merchants Corporation (FMC) since 2019. He is a long-time basketball broadcaster with CBS Sports (lead studio and game analyst since 1997) and previously spent 32 years with the Indiana Pacers as a player (5 years), broadcaster (23 years), and Vice President of Player Relations (4 years). He serves as Chairperson of the Columbus Foundation Governing Committee and has held roles with The Ohio State Alumni Association Board, The Ohio State Board of Trustees (2010–2019), and First Merchants Bank’s Ohio Regional Advisory Board (since 2001). He also serves on the board of RLI Corp, a public company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBS Sports | Lead studio and game analyst | Since 1997 | National broadcast profile; high public trust during March Madness |
| Indiana Pacers | Player | 5 years | Professional athlete experience |
| Indiana Pacers | Broadcaster | 23 years | Team/media liaison experience |
| Indiana Pacers | Vice President of Player Relations | 4 years | Player-relations leadership |
| Columbus Foundation | Governing Committee, Chairperson | Appointed 2019; current Chair | Philanthropy/governance leadership |
| The Ohio State University | Board of Trustees | 2010–2019 | University governance |
| FMB Ohio Regional Advisory Board | Advisory Director | Since 2001 | Regional market insight |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| RLI Corp. | Public company | Director | Current public company directorship |
| Columbus Foundation | Non-profit | Governing Committee Chairperson | Appointed 2019 |
| The Ohio State Alumni Association | Non-profit | Board role | Prior service |
| The Ohio State University | Public/Academic | Trustee | 2010–2019 |
Board Governance
- Independence: The Board determined Mr. Kellogg is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments (2024 activity and composition):
- Audit Committee member (committee met seven times in 2024) .
- Compensation & Human Resources Committee member (committee met three times in 2024) .
- Chair roles: None disclosed for Mr. Kellogg; committee chairs were others (e.g., Audit Chair: Becher; CHR Chair: Wojtowicz) .
- Attendance: In 2024, the Board held six meetings (including a two-day retreat); no director attended fewer than 75% of the aggregate of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chair (Jean L. Wojtowicz); CEO and Chair roles are separated .
- Executive sessions: Board and all committees meet in executive session without management during a portion of their meetings .
- Board structure changes: Shareholders approved declassification in 2024; phased-in move to annual elections begins with the 2025 Annual Meeting .
- Retirement policy: Directors may not continue after the Annual Meeting following the year they attain age 73 .
Fixed Compensation (Director)
| Component (2024) | Amount |
|---|---|
| Annual retainer (non-employee directors) | $140,000 |
| Board Chair fee (if applicable; not Kellogg) | $50,000 |
| Board Vice Chair fee (if applicable; not Kellogg) | $10,000 |
| Committee chair fees (various; not Kellogg) | $5,000–$15,000 depending on committee |
| Risk & Credit Policy Committee member fee (time-demanded) | $5,000 (for specific members; not Kellogg) |
| Audit Committee member fee (Kellogg) | $5,000 |
| Meeting fees | None (not paid separately) |
| Kellogg—Fees Earned or Paid in Cash (2024) | $55,940 |
| Kellogg—All Other Compensation (dividends on director stock awards) | $9,497 |
| Additional FMB regional advisory director compensation (included in total) | $1,500 |
| Kellogg—Total Director Compensation (2024) | $155,997 |
- Cash/equity mix policy for non-employee directors: 62.5% paid in restricted stock; 37.5% in cash, aligning director pay with long-term shareholder interests (ECPND) .
- Directors’ compensation is paid quarterly in arrears .
Performance Compensation (Director)
| Item | Details |
|---|---|
| Performance-conditioned awards | None for directors in 2024; equity paid as restricted stock under ECPND |
| Equity vehicle | Restricted shares valued at market on grant; quarterly grants in 2024 at $34.90, $33.29, $37.20, $39.89 per share |
| Vesting/forfeiture (ECPND) | Restrictions lapse on earliest of: 3rd anniversary with continuous service; director retirement; death/total disability; change of control. Forfeiture if service ends before restrictions lapse |
| Options | No director option awards in 2024; automatic director option grants were eliminated starting 2015 |
| Clawback/hedging/pledging | Company has an executive clawback policy; directors prohibited from hedging and pledging FMC shares |
| Ownership guideline | Directors to hold FMC stock equal to >= 3x total annual director compensation; all current directors have met or are on track within six years |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| RLI Corp. | Director | Public company directorship (current) |
- Related-party transactions: The proxy describes the review process and cites transactions relating to another director; no related-person transactions involving Mr. Kellogg are disclosed under Item 404(a) .
Expertise & Qualifications
- Public prominence and stakeholder communication skills as a national CBS Sports analyst since 1997 .
- Long-tenured professional sports organization experience (Indiana Pacers) across player relations, broadcasting, and player leadership roles .
- Philanthropic and civic governance leadership (Columbus Foundation Chair; prior Ohio State Trustee and Alumni Association Board) .
- Note: The Board identified two Audit Committee members as “audit committee financial experts”; the proxy does not identify Mr. Kellogg as one of them .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (Record Date) | 13,545 shares |
| Composition detail | Includes 7,294 Restricted Shares and 409 shares held by the Rosella Kellogg Revocable Trust |
| Ownership as % of outstanding | Less than 1% |
| Unvested director equity at FY-end 2024 | 7,294 restricted shares (under ECPND) |
| Options outstanding (director) | 0 (no options outstanding for Mr. Kellogg) |
| Hedging/pledging | Prohibited for directors by policy |
| Director ownership guideline | 3x total annual compensation; all current directors compliant or on course within six years |
Governance Assessment
-
Strengths:
- Independent director with consistent attendance; Board and all committees hold executive sessions, supporting oversight rigor .
- Compensation structure is equity-heavy (62.5% stock), with ownership guidelines (3x compensation) and prohibitions on hedging/pledging—positive alignment signals .
- Audit and Compensation & Human Resources Committee memberships enhance oversight exposure to financial reporting and pay practices; the Audit Committee met seven times; CHR met three times in 2024 .
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Considerations:
- Biography emphasizes philanthropy and public/media roles; banking/financial credentials are not detailed in the proxy (he is not identified as an “audit committee financial expert”) .
- Minor additional compensation from FMB for regional advisory service ($1,500) is internal and disclosed; no related-party transactions involving Kellogg are reported—low conflict risk based on disclosures .
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RED FLAGS:
- None disclosed related to attendance, Section 16(a) compliance, pledging/hedging, options repricing, or related-party dealings for Mr. Kellogg. The proxy notes one late Section 16(a) filing for another director, not Kellogg .