John Lawson Jr.
About John P. Lawson, Jr.
Independent director of First Savings Financial Group (FSFG); age 67; director since 2008 (Bank director since 2006). Former Executive Vice President and Chief Operating Officer of FSFG and First Savings Bank, retiring effective December 31, 2019; joined the Bank in 1988 after prior experience as a financial planner, providing deep institutional knowledge of operations and banking . The Board classifies all directors as independent except the CEO, confirming Lawson’s independence under Nasdaq rules despite his former executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Savings Financial Group / First Savings Bank | EVP & COO | 1988–2019 (retired Dec 31, 2019) | Operational leadership; long tenure provides continuity and insight into FSFG’s business |
| Financial services (prior) | Financial Planner | Pre-1988 | Developed financial expertise relevant to bank oversight |
External Roles
No current public company directorships or external committee roles disclosed for Lawson .
Board Governance
- Committee memberships (FY2024): Nominating/Corporate Governance Committee member (not Chair) .
- Independence: Board deems all directors independent except the CEO; Lawson is independent under Nasdaq listing standards .
- Attendance: Board met eight times in FY2024; no director attended fewer than 75% of Board/committee meetings. All directors attended the prior annual meeting except Frank N. Czeschin, indicating Lawson’s engagement .
- Board leadership and oversight: Chair (John E. Colin) and CEO roles separated; Vice-Chair (Martin A. Padgett). Independent leadership structure supports risk oversight and executive sessions of independent directors per corporate governance policy .
- Policies: Code of Ethics, anti-hedging policy prohibits directors and related persons from hedging or pledging derivative securities on FSFG stock .
Fixed Compensation
2024 Director compensation (non-employee director):
| Component (FY2024) | Amount (USD) |
|---|---|
| Cash fees | $22,500 |
| Stock awards (grant-date fair value) | $3,775 |
| Option awards (grant-date fair value) | $2,663 |
| Deferred compensation earnings | $8,133 |
| All other compensation | $150 |
| Total | $37,221 |
Director fee schedule (current):
| Role | Annual Retainer / Fee (USD) |
|---|---|
| Company Director (incl. Chair/Vice-Chair) | $20,000 |
| Bank Director | $20,000 |
| Audit Committee – Member / Chair | $7,500 / $15,000 |
| Compensation Committee – Member / Chair | $4,000 / $8,000 |
| Nominating/Corporate Governance – Member / Chair | $2,500 / $5,000 |
Deferred Compensation Plan: directors may defer retainers/fees; balances credited at prime + 2% (capped at 8%), payable on death, separation, change in control, or emergency, with lump sum or installments up to 10 years .
Performance Compensation
- Structure: Director stock awards and options are time-based; both fully vest on the first anniversary of grant—no disclosed performance metrics tied to director awards in FY2024 .
- 2025 Equity Incentive Plan: Non-employee directors eligible for equity; annual grant cap $25,000 grant-date fair value; awards subject to company clawback policies; performance goals may be used, though minimum one-year vesting requirement explicitly applies to employees (95% of grants), not non-employee directors .
| Performance Feature (Director) | Status |
|---|---|
| Performance metrics in FY2024 awards | None disclosed; time-based vesting only |
| Clawback applicability | Yes, awards subject to FSFG clawback policies |
| Annual director equity cap (2025 Plan) | $25,000 grant-date fair value |
Other Directorships & Interlocks
- No other public company boards disclosed for Lawson; no interlocks noted with competitors, suppliers, or customers in FSFG’s proxy .
- Related-party loans: Aggregate loans to executives/directors and related parties were $2.0 million at 9/30/2024, on market terms and performing; Board/Audit Committee review and ratify such transactions. No specific related transaction >$120,000 disclosed for Lawson since Oct 1, 2023 .
Expertise & Qualifications
- Banking operations and executive leadership: 33 years at First Savings, including EVP/COO, providing deep operational insight and continuity to the Board .
- Financial expertise: Background as a financial planner supports oversight of banking, financial statements, and governance matters .
- Governance fit: Nominating/Corporate Governance criteria emphasize integrity, independence, ability to devote time, and investment in FSFG equity—aligned with Lawson’s profile .
Equity Ownership
| Measure (as of Dec 31, 2024) | Shares / % |
|---|---|
| Beneficial ownership (total) | 65,060 shares; less than 1% of outstanding (*) |
| Ownership breakdown | 23,259 shares in IRA; 250 unvested restricted shares; 5,700 shares via exercisable stock options |
| Shares pledged | None indicated for Lawson |
() Based on 6,909,173 shares outstanding; FSFG denotes “” for <1% ownership .
Governance Assessment
- Board effectiveness: Lawson contributes institutional memory and operational expertise while maintaining independence under Nasdaq rules; active committee service (Nominating/Corporate Governance) and sufficient attendance support effective oversight .
- Alignment: Meaningful personal share ownership with ongoing equity awards and no pledging supports alignment with shareholder interests; anti-hedging policy further reinforces alignment .
- Compensation structure: Modest cash retainer plus small equity grants (time-based vesting) and deferred comp participation indicate conservative director pay with limited risk-taking incentives; grants are subject to clawbacks under the 2025 plan .
- Conflicts and related-party exposure: No specific related-party transactions disclosed for Lawson; aggregate insider loans are on market terms and under independent Board/Audit Committee oversight—a mitigant to conflict risk .
- RED FLAGS: None evident specific to Lawson—no hedging/pledging, adequate attendance, no disclosed controversial transactions; note his prior executive role (retired 2019) is beyond the 3-year look-back for independence and Board affirms independence .