Susan Brooks
FIRST MERCHANTSAbout Susan Brooks
Susan W. Brooks (age 64) is an independent director at First Merchants Corporation (FRME) serving since 2021; she is the former U.S. Representative (IN-5) and former U.S. Attorney for the Southern District of Indiana, with extensive oversight, ethics, and public policy credentials, and currently chairs FRME’s Nominating & Governance Committee . Her background includes leadership on House Energy & Commerce subcommittees, chairing the House Ethics Committee, and executive legal roles at Ivy Tech; she resides in Carmel, IN—an FRME growth market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (IN-5) | U.S. Representative | 2013–2021 | Energy & Commerce (subcommittees: Health; Communications & Technology; Commerce, Manufacturing & Trade; Oversight & Investigations); Select Committee on Modernization; Education & Workforce; Homeland Security; Co-founded 5G Caucus; Chaired House Ethics Committee |
| U.S. Department of Justice | U.S. Attorney, Southern District of Indiana | Not disclosed | Chief federal law enforcement officer; oversight of prosecutions |
| Ivy Tech Community College of Indiana | Senior Vice President & General Counsel | Not disclosed | Operations and workforce planning during transformations |
| City of Indianapolis | Deputy Mayor under Mayor Stephen Goldsmith | Not disclosed | Oversaw public safety/logistics and emergency response |
| Ice Miller LLP | Attorney, Government Services Practice Group | Not disclosed | Legal practice in government services |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Community Health Systems, Inc. (CHS) | Director | Public company | One of largest U.S. general health services providers |
| TeamHealth (Knoxville, TN) | Director | Private | Large integrated care provider |
| CSIS Bipartisan Alliance for Global Health Security | Member | Non-profit | Health security, bipartisan policy |
| Bipartisan Commission on Biodefense | Member | Non-profit/policy | Biodefense oversight and recommendations |
| Krach Institute for Tech Diplomacy at Purdue | Advisory Board Member | Academic/Policy | Tech diplomacy; national security tech |
Board Governance
- Independence: Board determined all non-employee directors, including Ms. Brooks, are independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments: Chair, Nominating & Governance Committee; membership includes Brooks (Chair), Becher, Johnson, Wojtowicz; met 2 times in 2024 .
- Attendance: Board held 6 meetings in 2024; no director attended fewer than 75% of Board+Committee meetings; directors attended the 2024 Annual Meeting .
- Board leadership & improvements: Independent Board Chair; shareholders approved phased declassification and majority-vote policy changes in 2024; governance oversight of ESG assigned to Nominating & Governance Committee .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual non-employee director retainer | $140,000 (2024) | Paid quarterly; no meeting fees |
| Committee chair fees | Nominating & Governance Chair: $5,000 (2024) | Brooks receives this chair fee |
| Payment mix (ECPND) | 62.5% restricted stock; 37.5% cash | Restricted shares vest after 3 years or upon retirement/death/CoC; directors receive dividends |
Director-specific 2024 compensation (realized):
| Metric | Cash Fees ($) | Stock Awards ($) | Dividends ($) | Total ($) |
|---|---|---|---|---|
| Susan W. Brooks | 54,440 | 90,560 | 9,442 | 154,442 |
Performance Compensation
- Directors do not receive performance-based bonuses or options; equity is time-vested restricted stock (no options granted to directors in 2024; legacy options eliminated for directors beginning 2015) .
- Director equity grant pricing (grant-date fair value per share) by quarter (2024): | Metric | Q1 2024 (Mar 31) | Q2 2024 (Jun 30) | Q3 2024 (Sep 30) | Q4 2024 (Dec 31) | |---|---|---|---|---| | Grant-date fair value ($/share) | $34.90 | $33.29 | $37.20 | $39.89 |
Other Directorships & Interlocks
| External Board | Committee Role | Potential Interlock/Conflict Noted |
|---|---|---|
| Community Health Systems, Inc. (CHS) | Not disclosed | No FRME-related transactions disclosed in proxy ; independence affirmed |
| TeamHealth | Not disclosed | No FRME-related transactions disclosed |
No related-party transactions involving Ms. Brooks are disclosed; Board independence determination cites only de minimis transactions related to another director (Halderman) below Item 404 thresholds .
Expertise & Qualifications
- Ethics and oversight leadership: Chaired House Ethics Committee; led reforms to Congressional Accountability Act post-#MeToo .
- Technology and innovation policy: Co-founded 5G Caucus; roles tied to tech diplomacy and cybersecurity oversight context .
- Legal and governance: Former U.S. Attorney; General Counsel; corporate and public sector governance experience .
- Board evaluation highlights: Collaborative leadership, change management, fact-based decision-making .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 8,951 shares (includes 7,255 restricted) | |
| Ownership as % of shares outstanding | ~0.015% (8,951 / 58,534,988) | |
| Unvested director stock awards at FY2024 end | 7,255 shares | |
| Options (exercisable/unexercisable) | 0 / 0 | |
| Pledging/Hedging | Prohibited by policy for directors | |
| Director stock ownership guideline | ≥3x annual director compensation; all current directors met or are on track within 6 years |
Governance Assessment
- Strengths: Independent status; committee leadership in nominations/governance; strong attendance; equity-heavy compensation promoting alignment (62.5% stock; dividend-accruing restricted shares) .
- Oversight signals: N&G Committee oversees ESG and director education; shareholder-driven governance enhancements (declassification; majority voting) implemented—positive for investor confidence .
- Compensation quality: Clear structure with modest chair fees; no options; no tax gross-ups; clawback policy implemented by Compensation Committee (executive plans) .
- Red flags: None disclosed specific to Brooks—no related-party transactions, no Section 16(a) delinquency noted for Brooks (only one late filing cited for another director) . Time commitments across external roles should be monitored but no conflicts disclosed .
- Shareholder feedback context: Say-on-pay approvals remain high (92.65% in 2024; 95.13% in 2023), indicating general support for compensation governance overseen by the Board .