Michael Becher
FIRST MERCHANTSAbout Michael R. Becher
Independent director since 2012; age 71; CPA and former Deloitte managing partner in Indianapolis for more than 20 years until retirement in June 2012. Chairs FRME’s Audit Committee and serves on the Nominating & Governance Committee; designated an “audit committee financial expert.” Resides in the Indianapolis metro area, a high-growth FRME market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Managing Partner, Indianapolis office; Audit Partner | >20 years; retired June 2012 | Audited public/private companies; deep financial, risk, and reporting expertise |
| Deloitte (national/regional leadership) | Leadership positions | Within 37-year career | Broader governance and management experience |
| Krieg DeVault LLP | Strategic Advisor | Since 2013 | Business-focused law firm; advisory role (no related-party transaction disclosed) |
External Roles
| Organization | Role | Scope/Committees |
|---|---|---|
| Marian University | Recently Board of Trustees Chair; member of Executive, Audit & Risk, Governance, Finance Committees | Higher education governance and risk oversight |
| United Way of Central Indiana | Board member; Capital Projects Committees (statewide and Central IN); Chairs “Always United” | Capital allocation oversight; community engagement |
| Carmel Library Foundation | Board member; Finance Committee | Financial oversight |
| Peer network | Member of peer group of Audit Committee Chairs of similar size banks | Ongoing benchmarking and governance best practices exchange |
Board Governance
- Independence: Board determined Becher is independent under Nasdaq rules .
- Committees and 2024 activity:
- Audit Committee (Chair): 7 meetings; oversees financial reporting, auditor independence, internal audit, ethics; two members designated as “audit committee financial experts” (Becher is one) .
- Nominating & Governance (Member): 2 meetings; oversees board composition, director education, ESG, stock ownership guidelines, governance documents and shareholder engagement .
- Board attendance: Board held six meetings (including retreat) in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chair (Jean L. Wojtowicz) separate from CEO; regular executive sessions at Board and committee meetings to enhance oversight .
- Risk oversight: Primary risk oversight via Risk & Credit Policy Committee; audit committee covers reporting/ethics risks; cybersecurity reports and tabletop drills; policies updated for SEC cybersecurity rule .
Fixed Compensation
| Component | 2024 Program Amount | 2024 Actual Cash Paid | Notes |
|---|---|---|---|
| Annual Director Retainer | $140,000 | $58,182 | 62.5% of director comp paid in restricted stock; 37.5% paid in cash under ECPND |
| Audit Committee Chair Fee | $15,000 | Included in cash/stock mix above | Chair stipends subject to same equity mix |
| Dividends on Restricted Shares | — | $10,342 | Paid on unvested restricted stock; reported as “All Other Compensation” |
Performance Compensation
| Equity Award Structure | Vesting/Triggers | 2024 Grant Detail (Becher) | Performance Metrics |
|---|---|---|---|
| Restricted stock (ECPND) for non-employee directors | Restrictions lapse at earliest of 3rd anniversary, retirement, death/disability, or change of control; forfeiture if service ends before lapse; voting/dividends allowed pre-lapse | Stock awards (grant-date fair value): $96,818; quarterly grant prices: $34.90 (Mar 31), $33.29 (Jun 30), $37.20 (Sep 30), $39.89 (Dec 31) | None; director equity is time-based, not performance-based |
Director stock awards are paid quarterly with a mandated equity-heavy mix (62.5%) to strengthen alignment with shareholders; options for directors were eliminated in 2015 .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | Not disclosed for Becher in FRME’s proxy biography |
| Non-profit/academic boards | Marian University; United Way of Central Indiana; Carmel Library Foundation; peer audit chairs group |
| Compensation Committee interlocks | None requiring disclosure for current committee members in 2024 (company-wide disclosure) |
Expertise & Qualifications
- CPA with extensive audit/financial reporting experience; designated “audit committee financial expert” .
- Risk management, regulatory and compliance understanding; leadership and management experience from Big Four and board roles .
Equity Ownership
| As of Record Date (Mar 20, 2025) | Shares | Percent of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 25,886 | * (<1%) | Includes voting/investment power per SEC rules |
| Restricted shares (unvested) | 7,870 | — | Unvested under ECPND |
| Stock options outstanding | 0 | — | Director options ceased post-2015; none outstanding for Becher |
- Director ownership guidelines: Hold FRME stock equal to at least 3× total annual director compensation; all current directors have met or are on course within six years of first election .
- Hedging/pledging: Prohibited for directors; enhances alignment and risk control .
Governance Assessment
- Positives:
- Independent Audit Committee Chair with CPA credentials and “financial expert” status; strong committee cadence and remit across auditor independence, internal controls, ethics, and reporting quality .
- Equity-heavy director pay (62.5%) with mandatory ownership guidelines and anti-hedging/anti-pledging policies; quarterly equity grants and dividend accruals align with long-term value .
- Board separation of Chair and CEO and routine executive sessions; documented shareholder engagement and governance enhancements (declassification, majority voting) .
- Attendance and engagement: No director below 75% attendance; all attended the 2024 Annual Meeting .
- Potential watch items:
- Tenure/retirement horizon: Age 71 under a bylaw requiring retirement after the Annual Meeting following the calendar year in which a director turns 73; useful for planned refresh but may affect continuity of audit leadership over next cycles .
- External advisory role at a law firm (Krieg DeVault) noted; no related-party transactions disclosed involving Becher or that firm in 2024/2025 proxy (company-wide related-party review in place) .
- Shareholder signals:
- Say-on-pay support 92.65% in 2024, indicating broader investor confidence in compensation governance and oversight frameworks .
Overall, Becher’s audit leadership, independence, and financial expertise support board effectiveness and investor confidence, reinforced by equity-aligned director pay structures and robust ethics/controls oversight .