Pamela Bennett-Martin
About Pamela Bennett-Martin
Pamela Bennett-Martin (age 66) is an independent director of First Savings Financial Group (FSFG) and First Savings Bank, serving since 2009. She is an independent contractor with Bennett & Bennett, a Shepherd Insurance Partners agency, and formerly President/owner of Bennett & Bennett Insurance, Inc.; her insurance and financial services experience provides local market insight and strategic positioning for financial services development . She is classified as independent (committee membership table states all members are independent per Nasdaq rules) and currently chairs the Compensation Committee; her board term continues through 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bennett & Bennett Insurance, Inc. | President & Owner (former) | Not disclosed | Insurance/financial services leadership; local market knowledge |
| Community First Bank | Director (former) | Ten years | Banking board experience prior to FSFG/Bank service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bennett & Bennett (Shepherd Insurance Partners agency) | Independent contractor | Current | Insurance agency role in FSFG’s market area |
Board Governance
- Committee assignments and chair roles (as of Sep 30, 2024):
- Compensation Committee: Chair (Pamela Bennett‑Martin); members include John E. Colin, Frank N. Czeschin, Martin A. Padgett; 10 meetings in FY2024 .
- Audit Committee: Not a member; Audit Committee had 6 meetings in FY2024 .
- Nominating/Corporate Governance Committee: Not a member; Committee had 2 meetings in FY2024 .
- Independence and structure:
- All committee members are independent under Nasdaq listing requirements; FSFG separates Chair of Board from CEO, with John E. Colin as Chair/Lead Director and Martin A. Padgett as Vice‑Chair (both independent), and executive sessions of independent directors are provided for in the governance policy .
- Attendance and engagement:
- In FY2024, the Board held 8 meetings (Bank board 12), and no director attended fewer than 75% of the total Board/Bank board and committee meetings; all directors attended the prior annual meeting except Frank N. Czeschin .
| Committee | Membership | Role | FY2024 Meetings |
|---|---|---|---|
| Compensation | Yes | Chair | 10 |
| Audit | No | — | 6 |
| Nominating/Corporate Governance | No | — | 2 |
Fixed Compensation
| Component | FY2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $28,000 |
| All Other Compensation | $150 |
| Total Cash Compensation | $28,150 |
Applicable fee schedule (for context; actual cash paid reflects role/committee mix):
- Company Director annual retainer: $20,000
- Compensation Committee Chair fee: $8,000
- Audit Committee member fee: $7,500; Chair $15,000
- Nominating/Corporate Governance member fee: $2,500; Chair $5,000
- Bank Director annual retainer: $20,000; Bank Chair $30,000; Bank Vice‑Chair $25,000
Performance Compensation
| Equity Component | FY2024 Grant Detail | Vesting | Notes |
|---|---|---|---|
| Restricted Stock (RSUs) | $3,775 grant date fair value; approx. 250 shares at $15.10/share | Fully vests on first anniversary of grant date | RSU count corroborated by 250 unvested shares in ownership table |
| Stock Options | $2,663 grant date fair value | Fully vests on first anniversary of grant date | Realized value depends on market price vs exercise price |
Plan design safeguards (2025 Equity Incentive Plan):
- Minimum 1‑year vesting for at least 95% of awards; double‑trigger vesting upon change‑in‑control; no liberal share recycling; awards subject to clawbacks and hedging/pledging restrictions .
Other Directorships & Interlocks
| Company/Institution | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Community First Bank (former) | Not disclosed as public | Director (former, 10 years) | Historical banking role; no current interlock disclosed |
| Bennett & Bennett / Shepherd Insurance Partners | Private | Independent contractor | Insurance services in FSFG market; no related‑party transactions disclosed |
Expertise & Qualifications
- Insurance and financial services operations; local market/consumer environment expertise; supports financial services development strategy .
- Long-tenured FSFG/Bank director with prior bank board service; brings regional business knowledge .
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (shares) | 32,144 |
| Ownership as % of Shares Outstanding | ~0.46% (32,144 / 6,909,173; “<1%” per proxy) |
| Unvested Stock Awards | 250 shares |
| Stock Options – Exercisable | 6,900 shares |
| Shares Pledged as Collateral | None disclosed for Bennett‑Martin |
Compensation Committee Analysis
- Composition and independence: Compensation Committee composed solely of independent directors; chaired by Pamela Bennett‑Martin .
- Use of independent compensation consultant: Engaged ChaseCompGroup in FY2024 (~$20,000 fees); Committee determined no conflicts of interest after formal analysis .
- Governance practices: Cash incentive programs for executives use multiple metrics, long-term vesting for equity awards, double-trigger CoC provisions, no tax gross-ups, minimal perquisites, and active Committee oversight .
Say‑On‑Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non‑Votes | Approval % (calc) |
|---|---|---|---|---|---|
| 2025 | 2,896,112 | 1,056,420 | 200,776 | 1,540,089 | ~69.7% (For / (For+Against+Abstain)) |
| 2024 | 3,400,149 | 673,507 | 119,887 | 1,555,174 | ~81.1% (calc) |
Director election support:
- 2024 election: Bennett‑Martin received 3,715,248 For votes; 478,295 Withhold; 1,555,174 Broker Non‑Votes .
Related‑Party Transactions and Conflicts
- Aggregate outstanding loans to executive officers/directors and related parties: $2.0 million at Sep 30, 2024; made on market terms with normal risk; performing; Board reviews and pre‑approves large loans per policy .
- No related‑party transactions >$120,000 since Oct 1, 2023 disclosed; Section 16 compliance noted (one late filing by Czeschin; no issues cited for Bennett‑Martin) .
- Anti‑hedging policy: hedging transactions prohibited for directors, officers, employees, and related persons .
- Equity plan imposes clawbacks and hedging/pledging restrictions .
Governance Assessment
-
Strengths:
- Independent director since 2009 with Compensation Committee chair role; Committee composed solely of independents; active meeting cadence (10 in FY2024) .
- Solid shareholder support in 2024 director election; robust governance policies (separated Chair/CEO roles; executive sessions; anti‑hedging; clawbacks) .
- Ownership alignment via RSUs and options; 32,144 shares beneficially owned with no pledging disclosed .
-
Watch items:
- Insurance agency affiliation in FSFG’s market suggests a potential area to monitor for related‑party exposure; no specific transactions disclosed to date .
- Aggregate lending to insiders exists at the Bank level; individual loan details not disclosed; Board/Audit oversight processes are in place .
-
RED FLAGS observed:
- None specific to Bennett‑Martin disclosed: no low attendance flags, no related‑party transactions >$120k, no pledging, and policies restrict hedging and provide clawbacks .