Frank Czeschin
About Frank N. Czeschin
Independent director of First Savings Financial Group, Inc. (FSFG), serving on the Company board only (not on the Bank board). Age 63 as of September 30, 2024; director since 2009. President of Indiana Utilities Corporation (natural gas distribution), with at least five years in his current occupation; former director of Community First Bank for ten years, bringing local market and utility-sector operating insight to FSFG’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community First Bank | Director | 10 years | Regional banking governance experience; former director referenced in FSFG proxy |
| FSFG (holding company) | Director | Since 2009 | Company board only (not Bank board), reinforcing Company-level governance focus |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana Utilities Corporation | President | 5+ years (current occupation for at least last five years) | Natural gas distributor; provides local business/consumer environment insights |
Board Governance
- Committee assignments and independence:
- Audit Committee: Member; committee met 6 times in fiscal 2024; all members independent under Nasdaq and Rule 10A-3; audit committee includes designated financial experts (York, Padgett, Hanke) .
- Compensation Committee: Member; committee met 10 times in fiscal 2024; comprised solely of independent directors and uses an independent consultant (ChaseCompGroup) .
- Nominating/Corporate Governance Committee: Not a member; committee met 2 times in fiscal 2024 .
- Attendance and engagement:
- Board held 8 Company board meetings and the Bank board held 12 meetings in fiscal 2024; no director attended fewer than 75% of total meetings of the boards and committees on which they served .
- Did not attend last year’s Annual Meeting of shareholders (Board encourages attendance) .
- Role structure: Board separates Chair and CEO; Chair (John E. Colin) is Lead Director; Vice-Chair (Martin A. Padgett); both independent under Nasdaq .
- Note: Czeschin serves only on the Company board; other directors typically serve on both Company and Bank boards .
Fixed Compensation
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Structure (current fee schedule for non-employee directors): | Component | Amount | |---|---:| | Company Board – Annual Retainer (directors, including Chair/Vice Chair) | $20,000 | | Bank Board – Annual Retainer (directors) | $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 |
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Actual FY2024 director compensation (Czeschin): | Category | FY2024 Amount | |---|---:| | Fees earned or paid in cash | $31,500 | | Stock awards (grant-date fair value) | $3,775 | | Option awards (grant-date fair value) | $2,663 | | Nonqualified deferred compensation earnings | — | | All other compensation | $150 | | Total | $38,088 |
Cash fees align with schedule for Company director ($20,000) plus Audit ($7,500) and Compensation ($4,000) memberships, totaling $31,500 .
- Deferred compensation plan availability:
- Eligible directors may elect to defer cash remuneration (retainers/meeting fees); credited at prime plus 2% (adjusts quarterly, capped at 8%); benefits payable upon death, separation, or change-in-control; lump sum or up to 10 annual payments; as of 9/30/2024 no employees participated; Czeschin had no deferred comp earnings in 2024 .
Performance Compensation
| Instrument | Grant details | Vesting | FY2024 Amount |
|---|---|---|---|
| Restricted stock awards | Granted at $15.10/share; indicates 250 unvested shares at FY-end | Fully vest on first anniversary of grant date | $3,775 (grant-date fair value) |
| Stock options | Fair value via binomial model; option count/strike not disclosed | Fully vest on first anniversary of grant date | $2,663 (grant-date fair value) |
- Performance metrics tied to director equity: None disclosed; director grants are time-based (one-year vesting), not performance-conditioned .
- Equity award timing controls: Company historically avoids granting equity during closed trading windows and within 15 business days before filings disclosing MNPI; awards generally granted in open window in first fiscal quarter for prior-year performance; timing not used to impact compensation value .
Other Directorships & Interlocks
| Company | Listing status | Role | Committee roles |
|---|---|---|---|
| Community First Bank | Not disclosed as public | Former Director | Not disclosed |
| Indiana Utilities Corporation | Private utility | President | Not a board role disclosed |
No current public-company directorships disclosed; no explicit interlocks with FSFG competitors/suppliers/customers beyond the general note that certain audit committee members may be affiliated with organizations having lending relationships with the Bank, which the Board assessed as not impairing independence (no specific tie to Czeschin disclosed) .
Expertise & Qualifications
- Local-market operating executive (utility sector) providing insight into regional business and consumer conditions where FSFG operates .
- Board experience from Community First Bank (ten years), adding prior bank governance exposure .
- Independent director, meeting Nasdaq independence criteria through committee service .
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Total beneficial ownership | 60,791 shares; less than 1% of outstanding common stock (6,909,173 shares) |
| Breakdown | 30,876 shares in IRA; 6,000 shares in a trust; 250 unvested restricted stock award shares; 2,850 shares subject to exercisable stock options |
| Pledging | None indicated for Czeschin; proxy states none pledged unless otherwise noted (pledge noted for a different officer, not Czeschin) |
| Vested vs unvested | Unvested RSAs: 250 shares; options listed as exercisable (vested) 2,850 |
Governance Assessment
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Positives:
- Independent director with dual committee service (Audit and Compensation), reinforcing financial oversight and pay governance; committees are fully independent and use an external consultant for executive pay design .
- Clear anti-hedging policy for directors; equity grant timing practices designed to avoid MNPI timing risks .
- Ownership alignment: meaningful personal stake (60,791 shares) with unvested equity; no share pledging disclosed .
- Related-party/insider lending oversight frameworks in place; aggregate loans to directors/executives and related parties were $2.0 million, made on market terms and performing; no transactions >$120,000 with material interest since 10/1/2023 .
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Watchpoints / RED FLAGS:
- Annual Meeting attendance: Czeschin did not attend last year’s shareholder meeting, a soft signal on engagement with shareholders .
- Section 16(a) compliance: Czeschin inadvertently failed to file a timely report regarding a stock option exercise; isolated filing lapse but noteworthy for governance tracking .
- Potential lending relationships: Proxy notes certain Audit Committee members’ affiliated organizations may have lending relationships with the Bank; Board concluded independence not impaired, but investors should monitor for any evolving related-party exposure (no specific disclosure tying Czeschin’s utility to Bank lending) .
- Company-only directorship: Unlike most peers on FSFG’s board, Czeschin does not serve on the Bank board, which could limit direct exposure to Bank-level operations; offset by his Audit and Compensation roles at the Company level .
Overall, Czeschin’s independence, committee roles, and personal share ownership support alignment and board effectiveness, with minor engagement and compliance watchpoints that merit monitoring but are not acute governance failures given the Board’s structures and policies .