Chris Fordyce
About L. Chris Fordyce
Independent director of First Savings Financial Group, Inc. (FSFG); age 69; director since 2017 and director of First Savings Bank since 2009. Background is in agriculture as a family‑farm operator in Washington County, Indiana, providing local market and agricultural insight to the board. Classified as independent under Nasdaq rules, with the board affirming independence after considering existing loan/credit relationships with the Bank.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community First Bank | Director | 4 years | Former director, adds community banking perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Family‑farm (Washington County, IN) | Operator | Not disclosed | Agriculture/operator experience in the Company’s market area |
Board Governance
- Independence: Board determined all directors (except CEO Larry W. Myers) are independent under Nasdaq rules; this included reviewing deposit, loan and credit relationships, specifically loans/lines of credit to L. Chris Fordyce, which were found not to impair independent judgment.
- Committee assignments: Chair, Nominating/Corporate Governance Committee. Not listed on Audit or Compensation Committees.
- Attendance and engagement: Board held 8 meetings in FY2024; no director attended fewer than 75% of Board/Bank/committee meetings; Fordyce attended last year’s annual meeting (only Frank N. Czeschin was absent).
- Board leadership: Independent Chair/Lead Director (John E. Colin) and independent Vice‑Chair (Martin A. Padgett); policy includes executive sessions of independent directors.
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating/Corporate Governance | Chair | 2 |
| Audit | — | 6 |
| Compensation | — | 10 |
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $25,000 |
| Nonqualified Deferred Compensation Earnings | $12,977 |
| All Other Compensation | $150 |
| Total Fixed Compensation | $38,127 |
Director fee schedule (current):
| Body/Committee | Role | Annual Retainer/Fee (USD) |
|---|---|---|
| Company Board | Director (incl. Chair/Vice‑Chair) | $20,000 |
| Bank Board | Director | $20,000 |
| Bank Board | Chair | $30,000 |
| Bank Board | Vice‑Chair | $25,000 |
| Audit Committee | Member | $7,500 |
| Audit Committee | Chair | $15,000 |
| Compensation Committee | Member | $4,000 |
| Compensation Committee | Chair | $8,000 |
| Nominating/Corporate Governance | Member | $2,500 |
| Nominating/Corporate Governance | Chair | $5,000 |
Deferred compensation plan highlights: Directors may defer cash fees; interest credited at prime + 2% (capped at 8%), payable on death, separation, change in control, or emergencies; lump sum or up to 10‑year installments.
Performance Compensation
| Component (FY2024) | Amount (USD) | Vesting/Valuation |
|---|---|---|
| Stock Awards (RSAs) | $3,775 | Grant date fair value; shares priced at $15.10; RSAs fully vest at 1st anniversary |
| Option Awards | $2,663 | Grant date fair value (binomial model); options fully vest at 1st anniversary |
Plan‑based features and limits (governance controls):
| Design Element | Policy |
|---|---|
| Non‑employee director equity cap | Max grant‑date fair value $25,000 per calendar year |
| Minimum vesting | ≥1‑year vesting for ≥95% of employee awards; director awards generally time‑based |
| Change‑in‑control | Double‑trigger vesting; performance awards vest at ≥target on CIC if terminated or if awards not assumed |
| Clawbacks/hedging | Subject to clawback; hedging/pledging prohibited by policy |
| Dividends on unvested awards | Accrued and paid only upon vesting; no contemporaneous dividend payments on unvested awards |
Other Directorships & Interlocks
| Company | Listing | Role | Committees | Interlock/Conflict Note |
|---|---|---|---|---|
| First Savings Bank (subsidiary) | Private | Director (since 2009) | N/A | Loans/lines of credit to Fordyce disclosed and reviewed; board determined independence maintained. |
| Other public company boards | — | None disclosed | — | — |
Expertise & Qualifications
- Local agriculture operator with regional market knowledge; prior community bank directorship adds financial services familiarity.
- Selection criteria emphasize integrity, ability to read financials, independence, time commitment, and equity investment in the Company.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Unvested RSAs | Exercisable Options | Pledged |
|---|---|---|---|---|---|
| L. Chris Fordyce | 47,293 | * (<1%) | 250 | 5,700 | None indicated |
Notes:
- Based on 6,909,173 shares outstanding as of December 31, 2024; table indicates “*” less than 1%.
- Anti‑hedging policy applies to directors and related persons.
Governance Assessment
- Strengths: Independent Nominating/Corporate Governance Chair; strong attendance; independent board leadership with executive sessions; anti‑hedging policy and clawbacks; capped director equity grants and one‑year vesting enhance alignment and discipline.
- Compensation structure: Mix includes modest cash retainer and small annual equity grants with 1‑year vesting; ability to defer cash with market‑based interest; limited perquisites.
- Ownership alignment: Direct and option holdings; no pledging disclosed; anti‑hedging policy in place.
- Related‑party exposure: Loans/lines of credit exist for Fordyce; Board and Audit Committee review related‑party transactions, with aggregate executive/director loans at $2.0 million and made on market terms; no other >$120,000 related‑party transactions since Oct 1, 2023.
- RED FLAGS: Personal lending relationships with the Bank can be perceived conflicts in a financial institution context, though mitigated by regulatory compliance, quarterly Audit Committee review, and independence determinations.