Douglas York
About Douglas A. York
Douglas A. York, CPA, is an independent director of First Savings Financial Group and serves as Chair of the board of directors of First Savings Bank (appointed August 2024). He is Director at DMLO, a regional public accounting firm, and is recognized by the Board as an audit committee financial expert; age 62; director of the Company and the Bank since 2008. He is independent under Nasdaq and Rule 10A‑3, with the Board having considered director banking relationships and concluded they do not impair independent judgment; no director attended fewer than 75% of meetings in fiscal 2024.
Past Roles
| Organization | Role | Years of Service | Committees/Impact |
|---|---|---|---|
| First Savings Financial Group (Company) | Director | Since 2008 | Audit Committee member; Nominating/Corporate Governance Committee member; designated audit committee financial expert |
| First Savings Bank (Bank) | Director; Chair of the Board | Director since 2008; Chair since Aug 2024 | Board leadership for risk oversight; coordinates with management on strategy and risk |
| DMLO (public accounting firm) | Director | Not disclosed | Financial/accounting expertise contributing to audit oversight |
External Roles
| Organization | Role | Notes |
|---|---|---|
| DMLO | Director | Public accounting firm director; CPA credentials |
Board Governance
- Independence: Board determined all directors except the CEO (Larry W. Myers) are independent under Nasdaq; independence considered alongside deposit/loan relationships and related-party policy oversight.
- Leadership: Company Board Chair and Lead Director is John E. Colin; Vice-Chair is Martin A. Padgett. York serves as Chair of the Bank Board beginning August 2024.
- Committees: York serves on Audit and Nominating/Corporate Governance; Audit deemed all members independent and compliant with Rule 10A‑3; York is an “audit committee financial expert.”
- Meetings/Attendance: FY2024 meetings—Board 8; Audit 6; Compensation 10; Nominating 2; no director attended fewer than 75% of applicable meetings; all directors attended last annual meeting except Frank N. Czeschin.
- Policies: Corporate governance policy includes duties, committee operations, succession planning, and executive sessions; Code of Ethics applies to directors; anti‑hedging policy prohibits hedging/pledging derivatives on Company stock.
Fixed Compensation
Director compensation received in fiscal year ended September 30, 2024 (Company board):
| Component | FY 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $30,000 | Reflects Company retainer and committee fees applicable to York’s Company board service |
| Stock Awards (grant-date fair value) | $3,775 | Restricted stock awards fully vest on the first anniversary; grant-date price used $15.10/share |
| Option Awards (grant-date fair value) | $2,663 | Stock options fully vest on the first anniversary; realized value depends on market vs. exercise price |
| All Other Compensation | $150 | Other director compensation items |
| Total | $36,588 | Sum of components |
Director fee schedule (current retainers/fees):
| Category | Annual Fee |
|---|---|
| Bank Board – Director | $20,000 |
| Bank Board – Chair | $30,000 |
| Bank Board – Vice-Chair | $25,000 |
| Company Board – Director (incl. Chair/Vice-Chair) | $20,000 |
| 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 |
Performance Compensation
- FY2024 director equity grants (Company board): restricted stock and stock options with one‑year vesting; dividends on unvested restricted awards withheld until vesting; options’ value realization dependent on stock performance at exercise.
- 2025 Equity Incentive Plan (effective upon shareholder approval): non‑employee director annual grant cap of $25,000 grant‑date fair value; minimum one‑year vesting for 95% of employee awards; double‑trigger change‑of‑control vesting; clawback coverage; no liberal share recycling; dividends not paid on unvested equity.
Plan features relevant to directors:
| Feature | Plan Provision |
|---|---|
| Non‑employee director annual equity cap | $25,000 grant‑date fair value |
| Vesting policy | Minimum 1‑year vesting (95% of employee awards); director awards subject to award agreements |
| Change‑of‑control treatment | Double trigger; unassumed awards vest; performance awards vest at target or actual if greater |
| Clawback/hedging | Subject to Company clawback and trading/hedging restrictions |
| Dividend treatment | No dividends paid on unvested awards; accumulated until vesting |
Other Directorships & Interlocks
| Person | External Role | Potential Interlock/Exposure |
|---|---|---|
| Douglas A. York | Director at DMLO (public accounting firm) | Financial/accounting expertise; no specific related‑party transactions disclosed with DMLO |
Expertise & Qualifications
- Licensed CPA; designated audit committee financial expert per SEC Item 407; experience as Director of DMLO provides regional financial expertise aligned to FSFG’s markets.
- Board leadership as Bank Chair; engages with management on strategy and risk oversight.
Equity Ownership
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dec 31, 2024 | 130,883 | 1.90% (out of 6,909,173 shares) | Includes 60,000 shares disclaimed (held by an LLC), 250 unvested restricted shares, and 7,200 exercisable stock options; no pledges indicated for York |
| Sep 24, 2025 (Voting Agreement) | 123,683 | Not stated | Excludes shares underlying unexercised stock options (per exhibit) |
- Anti‑hedging policy prohibits directors and related persons from entering derivative transactions to hedge Company stock.
- Section 16 compliance: Company believes all directors/officers complied in FY2024, except one late filing by another director (not York).
Governance Assessment
- Committee effectiveness: York’s dual service on Audit and Nominating/Corporate Governance leverages CPA credentials and “financial expert” status; Audit Committee independence affirmed; oversight includes internal/external audit, controls, earnings releases/guidance.
- Alignment & incentives: Director pay mix skews toward cash with modest equity (FY2024: ~$6.4k equity fair value vs. $30k cash); annual director equity grants vest in one year, supporting retention but limited performance linkage; 2025 plan provides clawbacks and double‑trigger protections.
- Independence & conflicts: Board reviewed director banking relationships and related‑party lending under policy; aggregate loans to directors/officers/related parties were ~$2.0 million at 9/30/2024 and on market terms; no >$120k related‑party transactions with material interest since 10/1/2023.
- Attendance & engagement: No director fell below 75% meeting attendance in FY2024; annual meeting attendance was broad.
- RED FLAGS: None disclosed specific to York—no pledging, hedging prohibited, timely Section 16 compliance indicated; monitor future director equity under 2025 plan (cap $25k fair value) and any lending relationships given Audit Committee’s acknowledgment of members with organizational lending ties (Board concluded independence remains intact).