Bradley Rust
About Bradley Rust
Bradley M. Rust, 58, serves as President and Chief Financial Officer of German American Bancorp, Inc. (GABC). He was appointed President on May 18, 2023, adding to his ongoing CFO responsibilities; previously he served as Senior Executive Vice President, Chief Operating Officer, and CFO since January 1, 2022, and earlier as Senior Executive Vice President and CFO overseeing accounting, finance, M&A, institutional research, and shareholder relations . Company performance in 2024 included net income of $83.8 million (EPS $2.83) and a 12.2% ROE, with adjustments used in incentive plans to isolate core operating performance; pay-for-performance reviews assess ROAE, EPS growth, TSR, ROAA, efficiency ratio, and NPA metrics versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| German American Bancorp, Inc. | President & Chief Financial Officer | 2023–present | Executive leadership of finance; continued CFO oversight |
| German American Bancorp, Inc. | Senior EVP, Chief Operating Officer & Chief Financial Officer | 2022–2023 | Expanded executive oversight of operations while serving as CFO |
| German American Bancorp, Inc. | Senior EVP & Chief Financial Officer | Pre-2022 | Led accounting/finance, M&A, institutional research, shareholder relations |
External Roles
- Not disclosed in the proxy. Skip per instructions.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $440,000 | $450,000 | $475,000 |
| Perquisites & Other Personal Benefits ($) | $47,178 | $50,161 | $52,369 |
| Company Contributions to Defined Contribution Plans ($) | $30,252 | $30,936 | $33,734 |
| Cash Dividends on Restricted Stock ($) | $6,297 | $10,468 | $14,592 |
| Life Insurance Imputed Income ($) | $722 | $722 | $722 |
Breakdown of notable 2024 perquisites:
- Retirement allowance cash: $40,159
- Car allowance/imputed auto use: $10,702
Performance Compensation
Short-Term Incentive (Annual Cash)
| Design Parameter | Rust |
|---|---|
| Opportunity Levels (% of Base) | Good 30.0%; Very Good 50.0%; Exceptional 70.0% |
| Weighting | 80% corporate operating metrics; 20% judgmental/individual |
| Corporate Metrics (weights) | EPS growth (25%); Efficiency ratio (10%); Core organic loan growth (20%); Core organic deposit & repo growth (15%); NPA/Total assets (10%) |
| Minimum Net Income Trigger | $69,440,000 (plan funding trigger) |
2024 actual corporate performance and payout context:
| Corporate Measure | 2024 Result |
|---|---|
| Net income trigger | Exceeded |
| EPS growth | Good (Threshold) |
| Efficiency ratio | Between Very Good & Exceptional |
| Core organic loan growth | Between Good & Very Good |
| Core organic deposits & repos | Between Good & Very Good |
| NPA/Total assets | Above Exceptional |
| Overall STI performance | Between Good & Very Good |
Rust’s 2024 non‑equity incentive (cash) payout: $216,790 (≈45.6% of 2024 base salary, calculated from disclosed figures) .
Long-Term Incentive (Restricted Stock under 2019 LTI Plan)
| Design Parameter | Rust |
|---|---|
| Opportunity Levels (% of Base) | Good 30.0%; Very Good 50.0%; Exceptional 70.0% |
| Metrics (3-year, adjusted) | Adjusted ROE (33⅓%); Adjusted ROAA (33⅓%); Adjusted EPS growth (33⅓%) |
| 2022–2024 Performance Result | Overall between Good & Very Good; ROE between Very Good & Exceptional |
| 2024 LTI Award (granted 2025) | $209,576 fair value in restricted shares |
| Vesting | 1/3 on 3/15/2026; 1/3 on 3/15/2027; 1/3 on 3/15/2028; dividends paid unless forfeited |
| Clawback | Incentive Compensation Recovery Policy effective 10/2/2023; clawbacks for material misstatements/misconduct |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (3/7/2025) | 74,015 shares; includes 16,464 jointly with spouse; <1% of outstanding |
| Unvested Restricted Shares at FYE 2024 | 19,571; market value $787,146 (based on $40.22 close on 12/31/2024) |
| 2024 Vested Restricted Shares | 5,098; value realized $162,575 |
| Ownership Guidelines | President/CFO required to hold 2× base salary; Rust met requirement as of 12/31/2024 |
| Anti-Hedging/Pledging | Prohibits hedging, pledging, short sales; 6‑month minimum holding for purchases; blackout periods apply |
| Post-Award Holding | Additional one-year holding period on shares received via equity awards, subject to tax withholding exceptions |
Change-in-control treatment:
- Upon a change in control, unvested awards vest unless otherwise determined by the Board; Rust’s unvested RS value as of 12/31/2024 would be $569,113 .
Employment Terms
| Provision | Rust |
|---|---|
| Employment Agreement | None; Company prefers flexibility without multi-year contracts |
| Severance Agreement | None |
| Change-in-Control Agreement | None (only plan-based equity acceleration) |
| Equity Grant Practices | Annual LTI grants typically in March; no stock option grants to NEOs since 2006 |
| Nonqualified Deferred Comp (2024) | Executive contributions $25,704; registrant match $19,934; earnings $8,940; year-end balance $206,728 |
| SERP (Supplemental Executive Retirement) | Fixed benefit $26,340 per year for 15 years; $10,000 death benefit; 100% vested; present value $181,153 (4.0% discount); normal start at age 65 with early reduction if 60–65 |
Say-on-pay and governance:
- 2024 advisory vote on FY 2023 NEO compensation: ~96% approval; no significant changes implemented .
Investment Implications
- Pay-for-performance and retention: Rust’s incentive mix is balanced with cash STI tied to core profitability/quality metrics (80% corporate weighting) and LTI restricted stock over a three-year horizon; clawback, holding period, and anti-hedging/pledging reinforce alignment and reduce near-term selling pressure .
- Ownership and alignment: Rust meets 2× salary stock ownership guidelines with 74,015 beneficially owned shares and continues to accumulate through vesting; unvested RS (19,571 shares) and one-year post-award holding further tether incentives to long-term performance .
- Contractual risk and CoC economics: Absence of employment/severance/CoC agreements limits guaranteed cash outcomes; equity acceleration on change-in-control (estimated $569k as of 12/31/2024) creates event sensitivity but is equity-based rather than cash-parachute, moderating pay-for-event risk .
- Execution track record context: As CFO and President, Rust’s responsibilities span finance, M&A, and shareholder relations during a year of strategic transactions (insurance asset sale, securities portfolio restructure, Heartland merger) with adjusted metrics used to isolate core performance in incentives—supporting measured pay outcomes despite one-off items .