Steven Stemler
About Steven R. Stemler
Independent director of First Savings Financial Group (FSFG); President and CEO of The Stemler Corporation (mechanical contractor). Former director of Your Community Bankshares, Inc. and former member of the Indiana House of Representatives. Age 64; FSFG director (and Bank director) since 2019; independence affirmed under Nasdaq listing standards. The proxy highlights his regional business acumen and public-sector experience as core credentials for board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana House of Representatives | Member | Former | Public-sector experience and understanding of state government |
| Your Community Bankshares, Inc. | Director | Former | Prior public-company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Stemler Corporation (mechanical contractor) | President & CEO | Current | Regional private-sector operator; business leadership |
Board Governance
- Independence: FSFG board determined all directors except the CEO (Larry W. Myers) are independent under Nasdaq; Stemler is independent .
- Committee assignments: Member, Nominating/Corporate Governance Committee; not a chair .
- Meetings/attendance: Board met 8 times in FY2024; Nominating/Corporate Governance met 2 times. No director attended fewer than 75% of board/committee meetings. All directors attended the last annual meeting except Frank N. Czeschin (Stemler attended) .
- Board leadership: Chair/Lead Director is John E. Colin (independent); Vice-Chair is Martin A. Padgett (independent) .
- Executive sessions and governance policy: FSFG maintains a corporate governance policy including convening executive sessions of independent directors and annual board/CEO evaluations .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Fees earned or paid in cash | $22,500 | Cash retainer/fees for board and committee service |
| Nonqualified deferred compensation earnings | $1,228 | Deferred compensation plan credits; plan pays prime + 2%, capped at 8% |
| All other compensation | $239 | Miscellaneous, as reported |
Director fee schedule (for context, applicable retainers): Company board annual retainer $20,000; Audit Committee member $7,500 (Chair $15,000); Compensation Committee member $4,000 (Chair $8,000); Nominating/Corporate Governance member $2,500 (Chair $5,000); Bank board annual retainer $20,000 (Chair $30,000; Vice-Chair $25,000) .
Performance Compensation
| Award Type (FY2024) | Grant-date fair value (USD) | Units/Shares | Vesting | Performance conditions | Notes |
|---|---|---|---|---|---|
| Restricted stock | $3,775 | 250 shares (unvested) | Fully vests on first anniversary | Time-based; no performance metric | Dividends on unvested RS withheld until vesting |
| Stock options | $2,663 | Not disclosed | Fully vests on first anniversary | Time-based; no performance metric | Fair value via binomial model; realized value depends on exercise vs market |
| Equity plan controls (2025 plan) | — | — | ≥1-year minimum vesting for ≥95% of employee awards | Performance awards permitted | Non-employee director annual equity cap $25,000; double-trigger vesting on change in control; clawback and hedging/pledging restrictions apply |
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Your Community Bankshares, Inc. | Director | Former | Disclosed prior public-company directorship |
Expertise & Qualifications
- Private and public experience: CEO of a regional mechanical contractor; former state legislator; former bank holding company director .
- Board qualifications emphasized: Regional economy/customer base knowledge; understanding of state government; augments board’s skills/experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 33,440 shares | As of December 31, 2024; includes direct/indirect holdings |
| Ownership % of outstanding | <1% (asterisk in proxy) | Shares outstanding: 6,909,173 |
| Unvested restricted shares | 250 shares | Matches FY2024 grant mechanics |
| Options (exercisable/unexercisable) | Not disclosed | No option detail given for Stemler in ownership table |
| Shares pledged as collateral | None indicated for Stemler | Proxy notes pledges where applicable; none for Stemler |
| Hedging/derivatives policy | Hedging prohibited for directors and related persons | Equity awards subject to clawback and trading/pledging restrictions |
| Ownership guidelines | Not disclosed | — |
Governance Assessment
- Alignment and engagement: Independent director; attended ≥75% of board/committee meetings; attended the most recent annual meeting; cash/equity mix is modest with time-based vesting, supporting alignment without undue risk .
- Committee effectiveness: Serves on Nominating/Corporate Governance (2 meetings in FY2024), contributing to board refresh, governance policies, and performance reviews; not a chair, limiting individual control but supporting oversight .
- Ownership alignment: Holds 33,440 shares (<1%); 250 unvested restricted shares; no pledging; anti-hedging policy in place; awards subject to clawback—favorable alignment signals .
- Compensation structure: FY2024 director pay comprised primarily of cash ($22,500) plus small equity grants (RS + options) that vest in 1 year; participation in deferred compensation plan with capped interest rate helps retention without outsized guarantees .
- Conflicts/related-party exposure: No related-party transactions >$120,000 disclosed; aggregate loans to directors/executives ~$2.0 million were made on market terms, with board/audit oversight; no specific loans to Stemler disclosed—low direct conflict risk flagged .
- RED FLAGS: None specific to Stemler disclosed. General monitoring points include deferred compensation participation (standard), board-level insider loan oversight (aggregate only), and ensuring continued attendance/independence standards; Section 16 compliance issue noted for another director (Czeschin), not for Stemler .