Jean Wojtowicz

About Jean L. Wojtowicz

Jean L. Wojtowicz (age 67) is an independent director of First Merchants Corporation and serves as the Chair of the Board; she has been a director since 2004. She is President and CEO of Cambridge Capital Management Corp., which she founded in 1983; the Board has determined she is an “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K. She resides in the Indianapolis metropolitan area, one of FMC’s high-growth markets, and is classified as independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Roles and Committees: Board Chair; Chair, Compensation & Human Resources Committee; Member, Audit Committee; Member, Nominating & Governance Committee .
• Independence: The Board determined Ms. Wojtowicz is independent under Nasdaq Rule 5605(a)(2) (non-employee director) .
• Attendance: In 2024 the Board held six meetings; no director attended fewer than 75% of the aggregate of Board and applicable committee meetings .
• Annual Meeting: All directors at the time attended the 2024 Annual Meeting .
• Leadership Structure: FMC separates Chair (independent) and CEO roles; Ms. Wojtowicz is Chair, aiding strategy and oversight, with frequent communication with CEO/President; this structure is intended to reduce conflicts and enhance risk oversight .
• Executive Sessions: Board meets in executive session during a portion of each regular meeting and retreat .
• ESG Oversight: Nominating & Governance Committee oversees ESG program and director education; status reviewed at each meeting .
• Say‑on‑Pay: 2024 approval 92.65% For, 7.34% Against, 0.01% Abstain—supportive of compensation governance .

Fixed Compensation (Director)

Additional structure details:

• Annual non-employee director retainer $140,000; plus role-based fees including $50,000 (Board Chair), $10,000 (Board Vice Chair), $15,000 (Audit Chair), $10,000 (Risk Chair), $5,000 (Nominating & Governance Chair), $5,000 (Compensation & HR Chair), and $5,000 member stipends for the Audit and Risk Committees as noted (Ms. Wojtowicz received $50,000 as Board Chair; $5,000 as Compensation Chair; $5,000 as Audit Committee member) .
• Equity mix policy: At least 62.5% of non-employee director compensation is paid as restricted shares; 37.5% in cash .
• Director grants in 2024 occurred quarterly at $34.90 (Mar 31), $33.29 (Jun 30), $37.20 (Sep 30), $39.89 (Dec 31) per share .

Performance Compensation (Director)

Other Directorships & Interlocks

• Interlock/Conflict Signals: Concurrent service at INBK (a Nasdaq-listed bank holding company) reflects overlapping banking sector governance; monitor for strategic or market information flow across institutions .

Expertise & Qualifications

• Audit committee financial expert per SEC Item 407(d)(5) (financial reporting and audit oversight proficiency) .
• Banking/credit expertise via Cambridge programs (SBA/CDC lending, minority business financing, consortium credit); broad risk and compliance acumen .
• Recognitions: Indiana Chamber “2011 Business Leader of the Year”; IBJ “Most Influential 250” multiple times .
• Frequent author on banking/finance topics (Indianapolis Business Journal, Hoosier Banker) .

Equity Ownership

• Other holdings (derived): 59,042 – 9,264 = 49,778 shares (calculated from cited figures) .
• Pledging/Hedging: Prohibited for directors .
• Director ownership guideline: ≥3x annual director compensation; compliance across Board reported as met or on track .

Governance Assessment

• Positive signals:

  • Independent Board Chair with multi-committee experience (Audit; Nominating & Governance; Compensation & HR Chair), strengthening oversight of pay, audit, and governance processes .
  • Strong attendance and executive session practices; Board held six meetings in 2024 with no <75% attendance; regular executive sessions aid independent oversight .
  • Transparent director pay mix with majority equity, long vesting, and strict anti-hedging/pledging policies; robust director ownership guidelines .
  • Shareholder-aligned governance enhancements (Board declassification phase-in; majority voting policy; shareholder bylaw amendment rights) and strong Say‑on‑Pay support (92.65%) .

• Risks and RED FLAGS to monitor:

  • Role concentration: Simultaneously serving as Board Chair and Compensation & HR Committee Chair while sitting on Audit and Nominating & Governance may elevate workload and influence concentration risk; ensure continued strong committee independence and processes .
  • Regulatory interlock: Chairing the Indiana Department of Financial Institutions (which supervises Indiana-incorporated financial institutions) while chairing FRME’s Board presents potential perceived conflict-of-interest risk; robust recusal and conflict management protocols should be maintained and disclosed as appropriate .
  • Sector interlock: Current directorship at First Internet Bancorp (INBK) introduces potential market information interlock within regional banking; monitor for appropriate information barriers and recusal policies on overlapping matters .

• Related-party/Insider issues:

  • No transactions with related persons were disclosed for Ms. Wojtowicz; the proxy outlines conflict review over $120,000 and notes Halderman-related services were below Item 404 thresholds; FMC reported Section 16(a) compliance for 2024 with exceptions only for Halderman (late filings) .

• Compensation governance:

  • Compensation consultant (Aon) engaged; independence assessed; no conflicts reported; Clawback Policy adopted in 2023 aligned with SEC/Nasdaq rules .

Overall, Ms. Wojtowicz demonstrates strong governance credentials and independence with notable sector and regulatory roles; investors should monitor for management of interlocks and role concentration, while current structures (independent chair, ESG oversight, anti-hedging, declassification, majority voting) support investor confidence .