Martin Padgett
About Martin A. Padgett
Independent Vice-Chair of the Board at First Savings Financial Group (FSFG); age 59 as of September 30, 2024, with director service since 2017 (Bank director since 2015) and named Vice-Chair in February 2020 . He is currently CEO of Dr. Black’s Eye Associates and Vision Surgical Center; previously served 26 years as CEO of Clark Memorial Health (a LifePoint Health division), and is designated as an “audit committee financial expert” (CPA, MBA, FACHE) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clark Memorial Health (LifePoint Health) | Chief Executive Officer | 26 years | Health system executive; deep finance/operations expertise |
| FSFG (Board) | Vice-Chair of Board | Since Feb 2020 | Board leadership; risk oversight with Chair; independent |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dr. Black’s Eye Associates & Vision Surgical Center | Chief Executive Officer | Current | Private healthcare; relevant to regional economy |
Board Governance
- Independence: The Board deems Padgett independent; it reviewed deposit/loan relationships, including loans/lines of credit outstanding to him, and determined they did not impair independent judgment .
- Committee leadership and memberships (FY2024): Vice-Chair of the Board; Audit Committee Chair; member of Compensation and Nominating/Corporate Governance committees .
- Audit Committee expertise: Padgett is an “audit committee financial expert” under Regulation S-K Item 407 .
- Meetings and attendance: FY2024 committee meetings—Audit 6; Compensation 10; Nominating 2; no director attended fewer than 75% of Board/committee meetings; all directors attended the last annual meeting except Frank N. Czeschin .
- Board leadership structure: Chair and Lead Director roles are separated from CEO; John E. Colin serves as Chair/Lead Director; Padgett serves as Vice-Chair (both independent), and meets regularly with management on strategy and risk .
Committee Matrix (FY2024)
| Committee | Role | Meetings |
|---|---|---|
| Audit | Chair | 6 |
| Compensation | Member | 10 |
| Nominating/Corporate Governance | Member | 2 |
Fixed Compensation
Director Fees – Schedule (Current)
| Component | Amount |
|---|---|
| Company Board annual retainer (Directors, Chair, Vice-Chair) | $20,000 |
| Bank Board annual retainer – Director | $20,000 |
| Bank Board annual retainer – Chair | $30,000 |
| Bank Board annual retainer – 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 | $5,000 |
Martin A. Padgett – Director Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $34,000 | $41,500 |
| Stock Awards ($, grant-date FV) | $5,623 | $3,775 |
| Option Awards ($, grant-date FV) | $4,283 | $2,663 |
| Nonqualified Deferred Compensation Earnings ($) | $3,913 | $4,238 |
| All Other Compensation ($) | $138 | $150 |
| Total ($) | $47,957 | $52,326 |
Performance Compensation
- Equity compensation for non-employee directors is time-based: restricted stock awards and options vest fully on the first anniversary of grant; dividends on unvested stock are accrued and paid upon vesting; no contemporaneous dividend payments on RSUs .
- 2025 Equity Incentive Plan features: minimum 1-year vesting on at least 95% of employee awards; double-trigger vesting on change in control; clawback applicability; anti-hedging/pledging policy alignment; non-employee director annual grant cap of $25,000 grant-date fair value .
| Equity Feature | FY 2023 | FY 2024 |
|---|---|---|
| Restricted Stock – grant-date stock price base | $22.49 per share | $15.10 per share |
| Director award vesting | 1-year (full) | 1-year (full) |
| Options – vesting | 1-year (full) | 1-year (full) |
| Non-employee director cap (annual grant FV) | N/A disclosed | $25,000 (2025 Plan) |
| Clawback & anti-hedging policies | In place | In place |
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| Dr. Black’s Eye Associates & Vision Surgical Center | CEO | Private | Healthcare operations |
| Public company boards | None disclosed | — | Proxy biography lists current/prior roles; no other public boards indicated |
Expertise & Qualifications
- Credentials: CPA, MBA, FACHE; designated Audit Committee financial expert .
- Domain expertise: 30+ years in healthcare finance and administration; enhances Board financial analytics and regional economic insight .
Equity Ownership
| Metric | 12/29/2023 | 12/31/2024 |
|---|---|---|
| Shares Beneficially Owned | 13,693 | 15,293 |
| Percent of Shares Outstanding | <1% (star in proxy) | <1% (star in proxy) |
| Unvested Restricted Stock Included | 250 shares | 250 shares |
| Exercisable Stock Options Included | 4,350 shares | 5,700 shares |
| Pledged Shares | None indicated | None indicated |
Insider Trades
| Year | Delinquent Section 16(a) Filings for Padgett | Notes |
|---|---|---|
| FY 2023 | No | Company noted certain delinquencies (Myers, Howard, Valete), not Padgett |
| FY 2024 | No | Company noted Czeschin’s late filing; not Padgett |
Governance Assessment
- Strengths
- Independent Vice-Chair and Audit Committee Chair with CPA/MBA/FACHE credentials; formal designation as audit committee financial expert improves financial reporting oversight and investor confidence .
- Strong committee engagement (Audit/Comp/Nominating) and robust attendance; Board leadership separated from CEO; regular risk oversight by Chair/Vice-Chair .
- Shareholder-aligned equity practices: minimum vesting periods, double-trigger change-in-control, clawbacks, and explicit anti-hedging; non-employee director grant cap reduces pay inflation risk .
- Potential conflicts and mitigants
- Lending relationships: Loans/lines of credit to Padgett exist; aggregate loans to directors/executives were $1.5 million (FY2023) and $2.0 million (FY2024). These were on market terms, reviewed under banking regs; Audit Committee and disinterested Board members review/approve related transactions, and the Board reaffirmed independence .
- Pay structure signals
- Year-over-year director cash fees increased ($34,000 → $41,500), with lower equity grant-date values consistent with lower stock price; mix remains modest, broadly consistent with community bank governance norms .
- Alignment/Red Flags
- No hedging; no shares pledged by Padgett; no delinquent insider filings flagged; director equity vests time-based (no performance levers), which is typical for directors and avoids target gaming .
- RED FLAG watch-list: continued monitoring of related-party lending, especially given leadership roles, though controls/approvals and market terms are disclosed .