Larry Myers

About Larry Myers

Larry W. Myers is President and Chief Executive Officer of First Savings Financial Group, Inc. and First Savings Bank; age 66; director since 2008 and director of the Bank since 2005. Prior to joining the Bank in 2005, he served as Area President of National City Bank in southern Indiana, with 42 years of banking experience cited by FSFG . Under his leadership, FY2025 net income rose to $23.2 million ($3.32 diluted EPS), with return on average assets and net interest margin improving by 39 bps and 26 bps, respectively, versus FY2024; customer deposits increased $118.2 million year-over-year . For pay-versus-performance, the cumulative value of an initial $100 TSR investment stood at $92.94 in FY2024 and net income at $13.6 million .

Past Roles

External Roles

• No current external public company directorships disclosed for Mr. Myers in FSFG filings .

Fixed Compensation

Notes:

• All Other Compensation includes employer 401(k) match ($12,922 in 2024), split-dollar life insurance economic benefit ($11,810 in 2024), dividends on unvested RS ($5,049 in 2024), director fees ($28,000 in 2024), and vehicle benefits ($12,743 in 2024) .

Performance Compensation

• Annual cash incentives are governed by the Management Incentive Bonus (MIB) and All-Employee Bonus (AEB) plans. MIB metrics include net income, ROAE, ROAA, EPS, loan and deposit growth, net interest margin, efficiency, asset quality, liquidity/capital management, and regulatory compliance, with a 0.60% ROAA trigger to activate the plan; the Compensation Committee can exercise discretion to adjust pools and awards . AEB includes discretionary and non-discretionary sub-plans with ROAA-linked tiers and semiannual allocations, subject to similar Committee discretion .

Equity plan design and clawbacks:

• Awards under the proposed 2025 Equity Incentive Plan include RS/RSUs and performance awards; ≥95% of employee awards must have at least one-year vesting; double-trigger change-in-control vesting; no accelerated vesting upon retirement; awards subject to company clawback policies, insider trading, hedging/pledging restrictions .

Equity Ownership & Alignment

Vesting and awards outstanding:

Policies and pledging:

• Anti-hedging policy prohibits directors/officers/employees and related persons from hedging company stock .
• No pledging reported for Mr. Myers; footnotes disclose pledging only for another executive (CFO) .

Stock ownership guidelines:

• No executive stock ownership guideline disclosures were found in the proxy; director qualification criteria include investment in company equity but not prescriptive multiples .

Employment Terms

• Agreement date/term: Employment agreements for Mr. Myers executed October 1, 2023, with three-year terms; as of September 30, 2024, remaining two years, expiring October 1, 2026; extendable annually to maintain a three-year term following performance review .
• Base salary under agreement (as of 9/30/2024): $467,423 .
• Post-termination (without cause/good reason resignation): Lump sum payment of base salary for remaining term; continuation of medical benefits until the earlier of re-employment, age 65, death, or end of remaining term .
• Disability/death: Continued base salary, benefits (excluding bonus) and perquisites until disability plan eligibility; upon death, pay compensation through end of month of death .
• Change-in-control economics: If terminated without cause or resign for good reason in connection with or following a change in control, lump sum equal to 3× average annual taxable compensation for the prior five taxable years, plus continued medical benefits to the earlier of re-employment, age 65, death, or end of remaining term (double-trigger) .
• Restrictive covenants: One-year non-competition and non-solicitation following termination (except in connection with change in control) .
• Equity award vesting at change-in-control: Plan provides double-trigger vesting—time-based vesting deemed satisfied upon change in control plus involuntary termination (or resignation for good reason), or if awards are not assumed by a successor; performance awards vest at greater of target or actual achievement as of most recent quarter .

Board Governance

• Independence: Board determined all directors are independent except Mr. Myers, who is not independent due to his executive role .
• Leadership structure: Chair and CEO roles are separated; Chair and Vice-Chair are independent (Chair: John E. Colin; Vice-Chair: Martin A. Padgett), enhancing oversight and allowing CEO focus on operations .
• Committee memberships (as of 9/30/2024): Audit (York—Chair; Czeschin; Hanke; Padgett; York), Compensation (Bennett‑Martin—Chair; Colin; Czeschin; Padgett), Nominating/Corporate Governance (Fordyce—Chair; Colin; Lawson Jr.; Stemler; York). Mr. Myers serves on no standing committees .
• Meetings: In FY2024, the Company Board held eight meetings; no director attended fewer than 75% of meetings and committee meetings served; directors are encouraged to attend annual meetings .

Director Compensation

• Mr. Myers’ “All Other Compensation” includes director fees of $28,000 in FY2024 and $27,000 in FY2023 .
• Non-employee director fee schedule (for context): Company Board annual retainer $20,000; Audit Committee member $7,500 and Chair $15,000; Compensation Committee member $4,000 and Chair $8,000; Nominating/Governance member $2,500 and Chair $5,000; Bank Board retainers also disclosed .

Performance & Track Record

• FY2025 performance: Net income $23.2 million (diluted EPS $3.32), with improved ROAA, ROAE, and net interest margin; efficiency ratio improved and nonperforming assets declined; Mr. Myers highlighted execution and upcoming merger with First Merchants Corporation .
• FY2024 pay-versus-performance: Compensation actually paid to PEO increased 68.6% year-over-year with TSR up 67.2%; net income rose 66.3% year-over-year .
• Segment performance: SBA Lending turned positive with sequential profitability in FY2025; net gain on SBA loan sales increased; HELOC sales contributed noninterest income .

Risk Indicators & Red Flags

• Section 16(a) compliance: Mr. Myers inadvertently filed a late Form 4 for an open market sale in FY2023; company reported overall compliance otherwise .
• Related-party loans: Aggregate outstanding loans to executives/directors and related parties were $2.0 million at 9/30/2024, performing per terms and made on market terms under banking regulations .
• Hedging/pledging: Anti-hedging policy in place; no pledging disclosed for Mr. Myers; awards subject to clawbacks and trading policy restrictions .

Compensation Peer Group

• The Compensation Committee and consultant ChaseCompGroup use a regional peer group (19 publicly traded thrift/banking institutions in IN, OH, MI, IL, MO, TN; average assets ~$2.8B) to benchmark compensation and performance; philosophy is lower base (~50th percentile) with opportunity for higher incentive pay .

Say‑on‑Pay & Shareholder Feedback

• Annual advisory vote on NEO compensation recommended “FOR” by the Board; frequency of say‑on‑pay set annually (next frequency vote no later than 2029) .

Investment Implications

• Strong recent performance and improving asset quality metrics support higher incentive payouts and demonstrate pay-for-performance alignment; FY2025 EPS increased from $1.98 to $3.32, with ROAA and NIM expansion .
• High equity alignment: Mr. Myers beneficially owns 6.38% of outstanding shares (including substantial 401(k) and ESOP holdings), with no pledging disclosed—reducing misalignment risk .
• Merger-triggered incentives: The pending merger with First Merchants introduces potential double-trigger accelerated vesting and sizable change‑in‑control cash payments (3× five-year average taxable compensation) if separation occurs, which may create near-term liquidity events and selling pressure if awards vest and are settled upon qualifying termination .
• Governance comfort: Separation of Chair/CEO roles, independent committees, anti-hedging policy, and clawbacks mitigate governance and risk-taking concerns .