Amy Jackson
About Amy Jackson
Executive Vice President and Chief Administrative Officer at German American Bancorp (GABC) since January 1, 2022; joined GABC in October 2018 via the First Security Bank merger after serving as First Security’s EVP & COO since October 2014. Age: 46 (as of the 2023 proxy) and 47 (as of the 2024 proxy); tenure in current role since 2022 . Company performance during her executive tenure: total shareholder return value of $100 rose to $128.97 in 2024 vs $122.17 for peer group; net income was $83,811k in 2024; 3-year average growth in adjusted EPS was -2.9% in 2024 (9.2% in 2023, 13.5% in 2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| German American Bancorp (GABC) | EVP & Chief Administrative Officer | 2022–present | Executive leadership over administrative strategy following succession and integration initiatives |
| German American Bancorp (GABC) | Senior Vice President — Administrative Development & Strategic Planning | 2018–2021 | Led administrative development and strategic planning post-merger integration |
| First Security Bank (Owensboro, KY) | EVP & Chief Operating Officer | 2014–2018 | Operational leadership prior to merger; transitioned into GABC upon acquisition in Oct 2018 |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $265,000 | $300,000 | $340,000 |
| Non-Equity Incentive Plan Compensation ($) | $96,275 | $87,045 | $135,779 |
| Stock Awards ($) | $128,950 | $142,389 | $131,289 |
| Discretionary Bonus ($) | $0 (no discretionary bonuses for NEOs in these years) | ||
| All Other Compensation ($) | $34,393 | $52,287 | $61,225 |
| Total Compensation ($) | $524,618 | $581,721 | $668,293 |
Short‑Term Incentive Targets (as % of base salary)
| Performance Level | 2022 | 2023 |
|---|---|---|
| Good | 26.25% | 26.25% |
| Very Good | 43.75% | 43.75% |
| Exceptional | 61.25% | 61.25% |
Performance Compensation
Long‑Term Incentive (LTI) Performance Criteria and Weighting
| Metric | Weighting |
|---|---|
| Adjusted Return on Equity | 33 1/3% |
| Adjusted Return on Assets | 33 1/3% |
| Adjusted EPS Growth | 33 1/3% |
Grants of Plan‑Based Awards (Estimated ranges and grant‑date values)
| Year | Good (Cash $) | Very Good (Cash $) | Exceptional (Cash $) | Good (RS Shares #) | Very Good (RS Shares #) | Exceptional (RS Shares #) | Grant‑Date FV ($) |
|---|---|---|---|---|---|---|---|
| 2022 | $69,563 | $115,938 | $162,313 | 1,865 | 3,109 | 4,352 | — |
| 2023 | $78,750 | $131,250 | $183,750 | 2,429 | 4,049 | 5,669 | — |
| 2024 | $89,250 | $148,750 | $208,250 | 2,220 | 3,699 | 5,178 | $131,289 |
Vesting Schedules (Restricted Stock Awards)
| Award Year | Vesting Schedule |
|---|---|
| 2023 LTI earned (paid in 2024) | 1/3 on Mar 15, 2025; 1/3 on Mar 15, 2026; 1/3 on Mar 15, 2027 |
| 2024 LTI earned (paid in 2025) | 1/3 on Mar 15, 2026; 1/3 on Mar 15, 2027; 1/3 on Mar 15, 2028; subject to one‑year holding period on award shares and no pledging/hedging |
Option Exercises and Stock Vested
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Options Exercised (Shares) | — | — | — |
| Value Realized on Exercise ($) | — | — | — |
| Shares Acquired on Vesting (#) | 631 | 710 | 1,720 |
| Value Realized on Vesting ($) | $24,723 | $21,435 | $61,021 |
Equity Ownership & Alignment
Beneficial Ownership
| As‑of Date | Shares Beneficially Owned |
|---|---|
| March 8, 2024 | 7,750 |
| March 7, 2025 | 12,497 |
Outstanding Unvested Equity (Fiscal Year‑End)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Unvested RS Shares (#) | 4,961 | 8,716 | 10,392 |
| Market Value of Unvested ($) | $185,045 | $282,486 | $417,966 |
| Options Outstanding (#) | — | — | — |
Ownership Guidelines and Policies
- Executive stock ownership requirement: 1.5x base salary for non‑CEO NEOs; Ms. Jackson has five years from the February 27, 2023 adoption to attain; award shares carry an additional one‑year holding period; anti‑hedging/derivatives policy applies and trading is limited by blackout periods .
- Unvested award shares cannot be sold, pledged, transferred, or hedged during vesting periods; at least 95% of plan awards must have a one‑year minimum vesting period .
Employment Terms
| Provision | Details |
|---|---|
| Employment/Severance Agreements | No severance or employment agreements; no change‑in‑control agreements for NEOs |
| Change‑in‑Control (CIC) Equity | 2019 LTI Plan provides that, unless otherwise determined by the Board, all unvested awards vest upon a CIC (single‑trigger at plan level). As of 12/31/2024, Ms. Jackson’s unvested restricted shares scheduled to vest had an aggregate market value of $281,379; as of 12/31/2023, aggregate value was $137,775 |
| Clawback Policy | Incentive Compensation Recovery Policy adopted Oct 30, 2023 (effective Oct 2, 2023) per Nasdaq listing standards; clawback for restatements and certain misconduct/Code violations |
Perquisites and Other Compensation Detail
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Perquisites & Other Personal Benefits ($) | $18,952 (includes retirement allowance and vehicle usage) | $30,311 (retirement allowance $21,086; car allowance $8,708) | $32,990 (retirement allowance $24,763; car allowance $7,416) |
| Company Contributions to Defined Contribution Plans ($) | $13,746 | $17,712 | $20,800 |
| Cash Dividends on Restricted Stock ($) | $1,443 | $4,012 | $7,183 |
| Life Insurance Premiums (Imputed Income) ($) | $252 | $252 | $252 |
Nonqualified Deferred Compensation (NQDC) — 2022
| Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings (Loss) ($) | Aggregate Balance at FYE ($) |
|---|---|---|---|
| $5,569 | $3,636 | -$227 | $5,342 |
Compensation Structure Analysis
- Year‑over‑year mix: Cash STI remained meaningfully at‑risk and paid quarterly post‑performance; equity LTI granted annually in RS (no options), with straight‑line 3‑year vesting and one‑year holding period — reinforces alignment and reduces near‑term selling pressure .
- Shift to full‑value RS: NEOs did not receive stock options under the 2019 LTI Plan; governance prohibits option repricing/buybacks without shareholder approval .
- Performance metrics: LTI tied equally to adjusted ROE, adjusted ROA, and adjusted EPS growth; Board adjusts for non‑core items (M&A, portfolio restructuring) to maintain rigor while reflecting core performance .
- Pay vs performance context: Company TSR exceeded peer in 2024; 3‑yr adjusted EPS growth slowed to -2.9% in 2024 vs prior years, informing LTI calibration and payouts .
Investment Implications
- Alignment and retention: Multi‑year RS vesting across 2026–2028 and explicit one‑year post‑award holding period, plus anti‑hedging rules, support retention and temper near‑term selling pressure; watch vest dates (Mar 15 annually) for Form 4 activity, especially given 10,392 unvested shares at 12/31/2024 ($417,966) .
- Low CIC cash risk, equity acceleration only: Absence of severance/CIC cash agreements limits parachute risk; equity accelerates on CIC, with Ms. Jackson’s unvested RS valued at $281,379 at 12/31/2024 — relevant for M&A optionality and dilution considerations .
- Ownership build trajectory: Beneficial holdings increased from 7,750 (3/8/2024) to 12,497 (3/7/2025); she has five years from 2/27/2023 to meet the 1.5x salary ownership guideline — continued accumulation expected via LTI and ESPP .
- Governance quality: No tax gross‑ups in the LTI plan; clawback policy compliant with Nasdaq; prohibition on option repricing and hedging — supportive of shareholder‑friendly practices .
- Performance sensitivity: With LTI metrics anchored to adjusted ROE/ROA/EPS growth and Board adjustments to exclude non‑core items, incentive payouts hinge on core profitability restoration post portfolio restructuring and M&A integration — monitor adjusted earnings trajectory vs peer benchmarks .