John Colin
About John Colin
John E. Colin is an independent director serving as Chair of the Board and Lead Director of First Savings Financial Group; he is a partner at Simpson Colin, LLC, and has been a FSFG director since 2013 and a Bank director since 2011. He is 54 years old and brings legal expertise and regional market knowledge that supports board oversight and governance effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Savings Bank (subsidiary) | Chair of the Bank Board | Through August 2024 | Provided leadership and oversight; aligned with audit/finance-heavy board structure and risk oversight practices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Simpson Colin, LLC | Partner | Current | Legal practice in the region strengthens oversight of regulatory and legal risks |
Board Governance
- Independence: Board determined all directors except the CEO (Myers) are independent; Colin is independent and serves as Chair and Lead Director, with separation of Chair and CEO enhancing oversight .
- Committee assignments and meetings:
- Compensation Committee: Member; 10 meetings in fiscal 2024 .
- Nominating/Corporate Governance Committee: Member; 2 meetings in fiscal 2024 .
- Audit Committee: Not a member .
- Attendance and engagement:
- Board held 8 meetings; no director attended fewer than 75% of total board/committee meetings in fiscal 2024 .
- Annual meeting attendance: all directors attended except Frank N. Czeschin (implies Colin attended) .
- Risk oversight: Chair and Vice-Chair meet regularly with management; independent directors provide strong oversight through standing committees .
- Governance policies: Corporate governance policy covers duties, committee operations, succession planning, executive sessions of independent directors, interaction with management, and board/CEO performance evaluation .
- Anti-hedging: Company prohibits directors from hedging Company stock with derivatives .
Fixed Compensation
| Component (FY 2024) | Amount (USD) |
|---|---|
| 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 | $5,301 |
| All Other Compensation | $150 |
| Total | $43,389 |
Director fee structure (current schedule):
- Company Board annual retainer for directors (including Chair/Vice Chair): $20,000 .
- Bank Board annual retainer: Director $20,000; Chair $30,000; Vice-Chair $25,000 .
- Committee retainers:
- Audit: Member $7,500; Chair $15,000 .
- Compensation: Member $4,000; Chair $8,000 .
- Nominating/Governance: Member $2,500; Chair $5,000 .
- Deferred Compensation Plan: Directors may defer cash remuneration; interest credited at Prime + 2%, capped at 8%; benefits payable on death/separation/change-in-control, lump sum or up to 10 annual payments .
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| RSU/Restricted Stock vesting (directors) | Fully vests on first anniversary of grant date; grant-date fair value computed under ASC 718 |
| Stock Options (directors) | Fully vest on first anniversary of grant date; valuation under ASC 718 binomial model |
| Dividends on unvested awards | Accrued and paid upon vesting; no contemporaneous payment on unvested awards |
| Performance metrics tied to director equity | None disclosed; director awards are time-based (not performance-based) |
| Clawbacks | Awards subject to Company clawback policies, including Dodd-Frank Section 954 |
| Change-in-control treatment | Double-trigger vesting (change in control plus involuntary termination/good reason) unless acquirer fails to assume awards; performance awards vest at greater of target or actual as specified |
| Non-employee director annual equity cap | Grant-date fair value cap of $25,000 per calendar year under 2025 Equity Plan |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in proxy biography |
| Prior public company boards | None disclosed for Colin |
| Interlocks with competitors/suppliers/customers | Not disclosed; Board reviewed deposit/loan relationships for independence, found no impairment of judgment |
Expertise & Qualifications
- Legal expertise and regional market knowledge; experience practicing law supports governance and regulatory oversight .
- Board leadership experience as Chair and Lead Director; separation of roles bolsters independence .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested RSUs | Exercisable Options | % of Outstanding |
|---|---|---|---|---|
| John E. Colin | 24,185 | 250 | 14,400 | <1% (“*”) |
Ownership alignment and risk indicators:
- No pledging disclosed for Colin; proxy notes pledging only where indicated (none for Colin) .
- Anti-hedging policy applies to directors .
- Equity awards and options provide alignment; director equity awards are time-based .
Governance Assessment
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Strengths
- Independent Chair and Lead Director role enhances board oversight; separation from CEO supports investor confidence .
- Active committee participation (Compensation; Nominating/Governance) and robust meeting cadence signal engagement .
- Attendance: no director below 75% in FY2024; Colin attended annual meeting, reflecting commitment .
- Pay structure modest and balanced with equity grants; director equity subject to clawbacks and double-trigger vesting, aligning with best practices .
- Compensation Committee uses an independent consultant (ChaseCompGroup); fees ~$20,000 and conflict-of-interest analysis disclosed, supporting pay governance quality .
-
Potential Risks/Conflicts
- Board acknowledges director lending relationships and related-party loans ($2.0 million aggregate to executives/directors/related parties), though terms are at market and overseen by Audit Committee with quarterly reviews; independence affirmed, but lending to insiders in a bank context warrants continued monitoring .
- Deferred compensation elections introduce modest incentive to defer cash; interest credited at Prime + 2% (capped), a standard feature but worth tracking for potential perceived preference .
-
Compliance & Signals
- Section 16(a) filings: no delinquencies disclosed for Colin (one delinquency noted for another director) .
- Anti-hedging policy and hedging/pledging restrictions on awards reduce misalignment risk .
RED FLAGS: None material disclosed specific to Colin; monitor insider lending exposures generally and ensure ongoing Audit Committee oversight remains rigorous .