Troy Hanke
About Troy D. Hanke
Troy D. Hanke, age 55, is an independent director of First Savings Financial Group (FSFG) and First Savings Bank, serving since 2020; he is the Chief Financial Officer of Bridgeman Foods and previously was a senior manager in Deloitte’s audit practice. He is designated an “audit committee financial expert” and independent under Nasdaq and SEC rules; his background spans franchise restaurants, beverage bottling/distribution, and public accounting, supporting board oversight of finance, risk, and audit matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bridgeman Foods | Chief Financial Officer | Not disclosed; current | Finance leadership in large multi-unit franchise operations |
| Deloitte | Senior Manager, Audit | Prior to Bridgeman Foods | Public company audit experience; CPA background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland Coca-Cola Bottling | Director | Current | Board-level beverage bottling oversight |
| Coca-Cola Canada | Director | Current | Board-level beverage bottling oversight |
Board Governance
- Committees and chair roles (as of Sept 30, 2024): Hanke serves on the Audit Committee; he is not listed on the Compensation or Nominating/Corporate Governance Committees .
- Audit Committee composition and expertise: All Audit Committee members are independent under Nasdaq and Rule 10A‑3; Hanke (former CPA) is designated an “audit committee financial expert” .
- Attendance: In FY 2024 the Board held 8 meetings (Bank board 12); no director attended fewer than 75% of Board/committee meetings; annual meeting attendance was robust, with one director exception (not Hanke) .
- Governance policies: The Board separates Chair and CEO roles; independent directors hold executive sessions under the corporate governance policy .
| Committee | Membership | Chair | Notes |
|---|---|---|---|
| Audit | Member: Troy D. Hanke | Chair: Martin A. Padgett | All members independent; Hanke is an audit committee financial expert |
| Compensation | Not a member | Chair: Pamela Bennett‑Martin | Committee solely independent; engaged independent consultant ChaseCompGroup for ~$20,000 in FY 2024 |
| Nominating/Corporate Governance | Not a member | Chair: L. Chris Fordyce | Oversees director qualifications, performance, independence |
Note on potential conflicts: The proxy discloses certain Audit Committee members have lending relationships with the Bank (organizational or personal); the Board determined these do not impair independent judgment. Specific individuals are not identified in the disclosure .
Fixed Compensation
| Metric (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $27,500 | Director retainers/meeting fees |
| Stock awards (RSUs) – grant date fair value | $3,775 | Based on $15.10/share; vests fully at first anniversary |
| Option awards – grant date fair value | $2,663 | Vests fully at first anniversary |
| All other compensation | $150 | Miscellaneous |
| Total | $34,088 | Sum of components |
| Standard Director Retainer/Fee Schedule | Amount (USD) |
|---|---|
| Company Board – Director annual retainer | $20,000 |
| Bank Board – Director annual retainer | $20,000 |
| Bank Board – Chair annual retainer | $30,000 |
| Bank Board – Vice‑Chair annual retainer | $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 |
Performance Compensation
| Equity Award Feature | Detail |
|---|---|
| RSUs – annual grant | Hanke held 250 unvested RSU shares at 12/31/2024; grant date fair value $3,775; vest fully one year after grant |
| Stock options – annual grant | Grant date fair value $2,663; vest fully one year after grant; realized value depends on market price vs exercise price (not disclosed) |
| 2025 Equity Plan – non‑employee director cap | Grant date fair value of equity awards to a non‑employee director may not exceed $25,000 per calendar year |
| Dividends on unvested awards | No dividends or dividend equivalents paid until vesting; accumulated/reinvested until vesting |
| Change‑of‑control vesting | Double‑trigger required (CoC plus involuntary termination or “good reason”), unless acquirer fails/refuses to assume awards |
| Clawbacks and hedging/pledging restrictions | Awards subject to Dodd‑Frank Section 954 clawback and company trading/hedging/pledging policies |
| Performance measure framework (plan design) | Committee may set company/unit metrics, peer/index relative performance, multi‑period goals; may exclude extraordinary/non‑recurring items, tax/accounting changes, M&A expenses |
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Exposure |
|---|---|---|---|
| Heartland Coca‑Cola Bottling | Director | Not specified as public | Beverage bottling; potential customer/supplier credit exposure typical of regional banking (no related‑party transactions disclosed) |
| Coca‑Cola Canada | Director | Not specified as public | Beverage bottling; similar exposure context (no related‑party transactions disclosed) |
Expertise & Qualifications
- Former Certified Public Accountant; designated audit committee financial expert .
- CFO leadership in large multi‑unit franchise operations; audit background from Deloitte; sector experience in restaurants, beverage bottling/distribution, and commercial retail real estate .
Equity Ownership
| As of Dec 31, 2024 | Shares | % Outstanding | Notes |
|---|---|---|---|
| Total beneficial ownership | 12,350 | <1% | Includes unvested RSUs and exercisable options |
| Unvested RSUs | 250 | N/A | Held in trust; time‑based vesting |
| Exercisable stock options | 8,850 | N/A | Exercisable as of 12/31/2024 or within 60 days |
| Shares pledged as collateral | None disclosed | N/A | Proxy states none of the named individuals pledged shares |
| Shares outstanding reference | 6,909,173 | N/A | As of Dec 31, 2024 |
Governance Assessment
- Board effectiveness: Hanke adds deep finance and audit rigor; his audit committee financial expert designation strengthens oversight of financial reporting, internal controls, and risk .
- Independence and attendance: Audit Committee independence affirmed; no director fell below 75% attendance in FY 2024, supporting engagement quality .
- Compensation alignment: Director pay mixes modest cash with time‑based equity; non‑employee director equity capped at $25k; clawbacks and anti‑hedging in place—positive alignment signals .
- Potential conflicts: The proxy notes certain Audit Committee members have lending relationships with the Bank; Board determined these do not impair independence. While specific individuals are not named, such relationships warrant continued monitoring for perceived conflicts .
- Ownership: Hanke’s beneficial stake is less than 1% with no pledging; presence of RSUs and options provides some alignment, but absolute ownership is small relative to total shares .
- Compensation committee practices: Use of an independent consultant (ChaseCompGroup; ~$20,000) and double‑trigger CoC terms in the equity plan reduce pay‑risk and governance concerns .
RED FLAGS to monitor
- Lending relationships between Audit Committee members and the Bank, even if deemed non‑impairing, can create perceived conflicts and should be periodically re‑evaluated .
- Ownership levels are modest; while equity grants exist, continued assessment of director ownership guidelines (not disclosed) would help evaluate alignment .