Michael Fisher
FIRST MERCHANTSAbout Michael Fisher
Michael J. Fisher (age 55) has served as an independent director of First Merchants Corporation since 2017. He is President & CEO of the Ball Brothers Foundation (joined in 2003) and previously worked at Old National Bancorp; he holds degrees from DePauw University and the Indiana University Lilly Family School of Philanthropy. Fisher is based in Muncie, IN—First Merchants’ principal market—and is recognized as a local civic leader . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ball Brothers Foundation | President & CEO | 2003–present | Oversees philanthropic strategy in Muncie market |
| Old National Bancorp | Banker (prior to 2003) | Pre‑2003 | Community banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana Commission for Higher Education | Board member | Not disclosed | State-level higher education governance |
| Edmund F. & Virginia B. Ball Foundation | Board member | Not disclosed | Philanthropy governance |
| IU Health Ball Memorial Hospital | Board member | Not disclosed | Healthcare governance in Muncie, IN |
| Muncie Aviation Company | Board member | Not disclosed | Private company board |
| Owl Academic & Athletic Boosters | Board member | Not disclosed | Community non-profit |
Board Governance
- Independence: Independent director per Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: Member, Compensation & Human Resources Committee (Chair: Jean L. Wojtowicz; other members: Clark C. Kellogg, Gary J. Lehman); committee met three times in 2024 .
- Attendance: Board held six meetings in 2024; no director attended fewer than 75% of Board and committee meetings (implies Fisher met minimum attendance). All directors attended the 2024 annual meeting .
- Tenure: Director since 2017; eligible under bylaws until the annual meeting following the year he turns 73 .
| Governance Element | Detail | Evidence |
|---|---|---|
| Independence | Independent (Nasdaq 5605(a)(2)) | |
| Committees | Compensation & HR Committee (member) | |
| 2024 Board Meetings | 6 meetings; no director <75% attendance | |
| Annual Meeting Attendance (2024) | All directors attended | |
| Board Declassification | Phased-in declassification began with 2025 meeting |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (structure) | $140,000 total; 62.5% paid in restricted stock; 37.5% in cash | Board-approved structure for all non-employee directors |
| Cash fees (Fisher) | $52,547 | Fees Earned or Paid in Cash |
| Stock awards (Fisher) | $87,452 | Restricted stock under ECPND (grant-date fair value) |
| Dividends on stock awards (Fisher) | $9,253 | Reported as “All Other Compensation” |
| Total director compensation (Fisher) | $149,253 | Sum of cash, stock awards, dividends |
Grant-date fair values for quarterly director restricted stock awards (applies to all non-employee directors in 2024): Q1 $34.90/share; Q2 $33.29/share; Q3 $37.20/share; Q4 $39.89/share .
Director stock ownership guideline: Minimum holding of FMC stock equal to 3x total annual director compensation; all current directors have met or are on course to meet within six years .
Performance Compensation
- Director pay features no performance-linked metrics (no options, no bonus plan for directors); compensation is retainer plus restricted stock with time-based vesting under ECPND .
| Performance Metric (Directors) | Weight | Outcome |
|---|---|---|
| None (time-based equity only) | N/A | No director performance metrics disclosed |
Oversight note: As a member of the Compensation & HR Committee, Fisher helps set and oversee performance metrics for executives (e.g., SMICP operating EPS targets), engage independent consultants (Aon), and administer clawback policy .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Fisher .
- Private/non-profit boards listed above. No related-party transactions requiring disclosure involving Fisher were reported for 2024; the proxy enumerates related-party review process and reports only a late Section 16 filing for another director (Halderman) .
| Potential Interlock/Conflict Area | Status | Evidence |
|---|---|---|
| Transactions requiring Item 404(a) disclosure | None reported for Fisher | |
| Hedging/Pledging | Prohibited for directors under company policy |
Expertise & Qualifications
- Community banking and philanthropic leadership; recognized civic presence in FMC’s core market (Muncie, IN) .
- Prior banking experience at Old National Bancorp .
- Education: DePauw University; Indiana University Lilly Family School of Philanthropy .
- Board-relevant skills: management, leadership, local market insight; serves on Compensation & HR Committee .
Equity Ownership
| Ownership Measure | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership (Fisher) | 15,328 | <1% | Includes 7,067 restricted shares |
| Restricted shares (unvested under ECPND at 12/31/2024) | 7,067 | N/A | ECPND grants; voting/dividend rights with transfer restrictions |
| Options outstanding | 0 | N/A | Non-employee director options eliminated post-2015; Fisher has none |
| Ownership guideline compliance | Board states all directors met or are on course | N/A | 3x annual director compensation guideline |
Governance Assessment
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Strengths
- Independent status; service on Compensation & HR Committee with robust charter covering incentive risk oversight, succession planning, and clawbacks; use of independent consultant Aon; committee independence affirmed .
- Solid attendance culture; all directors attended 2024 annual meeting; no director below 75% attendance threshold in 2024 .
- Strong ownership alignment via ECPND (majority of pay in restricted stock), director ownership guideline (3x comp), and prohibition on hedging/pledging .
- Shareholder support signals: 92.65% Say-on-Pay approval in 2024, indicating investor confidence in pay governance Fisher helps oversee .
-
Watch items
- Extensive local non-profit/private board involvement could create perceived proximity risks in a community bank context, though no related-party transactions involving Fisher were disclosed for 2024 .
- Committee meeting cadence (3 meetings for Comp & HR in 2024) is on the lighter side for banks; effectiveness hinges on agenda depth and integration with risk and audit oversight, which the proxy describes positively .
-
RED FLAGS
- None disclosed: no Section 16(a) delinquencies for Fisher, no hedging/pledging, no related-party transactions requiring Item 404(a) disclosure, no option repricing or tax gross-ups in director compensation .
Overall, Fisher’s profile reflects strong local-market credibility and independent oversight on compensation, with ownership alignment and no disclosed conflicts—supportive of investor confidence in board effectiveness .