Christina Ryan
About Christina M. Ryan
Independent director since 2019; age 66; currently CEO of The Women’s Hospital in Newburgh, Indiana (part of Deaconess Health System). Committee member on Compensation/Human Resources; affirmed independent under Nasdaq; all directors attended at least 75% of Board/committee meetings in 2024; serves on German American Bank’s board and Southwest Region advisory board. Director class term expires at the 2027 annual meeting; biography notes prior service as the hospital’s Chief Nursing Officer and trusteeship at University of Southern Indiana .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Women’s Hospital (Deaconess Health System) | Chief Nursing Officer | Prior role (dates not disclosed) | Clinical leadership; healthcare operations experience |
| German American Bank (regional advisory board) | Advisory Board Member | Prior to board appointment (dates not disclosed) | Provided banking market insight; regional engagement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Women’s Hospital (Deaconess Health System) | Chief Executive Officer | Current | Healthcare strategy and operations |
| University of Southern Indiana | Board of Trustees Member | Current | Governance and community engagement |
| Various Indiana healthcare boards | Director/Board Member | Not disclosed | Sector perspective (specific boards not named) |
Board Governance
- Independence: Board affirms independence for all directors except CEO Dauby and Scott McComb; Ryan is independent under Nasdaq .
- Committees: Compensation/Human Resources Committee member; Compensation chaired by Susan J. Ellspermann. Audit (Root, chair) and Governance/Nominating (Bawel, chair) are separate; all committee members are independent .
- Attendance: Board met 10 times in 2024; committees met Audit 5, Compensation 4, Governance 4. No director attended less than 75% of Board/committee meetings .
- Subsidiary/other committees: All directors serve on German American Bank’s board; Ryan participates in the bank’s Southwest Region advisory board .
- Lead Independent Director and executive sessions: Lead independent director role in place; regular executive sessions of independent directors are held .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $31,800 | Director-specific 2024 cash fees |
| Annual Cash Retainer (program) | $25,000 | Standard non-employee director retainer |
| Meeting Fees | $850 per Board/committee meeting; $850 bank subsidiary board/committees; $425 Investment Services/Wealth Advisory | Paid per meeting attended |
| Travel Allowance | $50 | For qualifying in-person attendance from outside Dubois County area |
Performance Compensation
| Equity Grant | Shares | Grant Value | Vesting | Conditions |
|---|---|---|---|---|
| Annual Director Equity (Retainer) | 1,204 restricted shares | $39,973 (at $33.20/share on 6/24/2024) | Fully vests 7/1/2025 | Non-transferable before vest; 50% forfeiture if attendance thresholds not met or if annual meeting not attended (exceptions for death/disability); forfeiture provisions apply |
Performance/Attendance Conditions (Directors)
| Metric | Threshold/Condition | Consequence |
|---|---|---|
| Attendance at boards/committees | Must meet required percentage (company policy) | 50% forfeiture of 1,204-share grant if threshold not met (except disability) |
| Annual meeting attendance | Required (unless illness/emergency) | Forfeiture conditions apply |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict |
|---|---|---|---|
| University of Southern Indiana | Public university (not a public company) | Trustee | No public company interlock disclosed |
| Various healthcare boards in Indiana | Not disclosed | Director | Not specified; no related-party transactions >$120k reported |
Expertise & Qualifications
- Healthcare operations and executive leadership (CEO; former Chief Nursing Officer), bringing sector and clinical governance experience to banking oversight .
- Prior banking advisory experience in German American’s regional board, aiding local market insights .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Christina M. Ryan | 14,422 | ~0.0385% (14,422 / 37,426,102) | Table denotes “<1%”; shares outstanding as of 3/7/2025 were 37,426,102 |
| Unvested Director RS (2024 retainer) | 1,204 | n/a | Vests 7/1/2025; subject to attendance conditions |
- Director stock ownership guideline: Non-employee directors must hold shares equal to 4× annual cash+equity retainer ($65,000); compliance within 5 years (existing by 2/27/2023, new directors 5 years from joining). Company reports that, excluding recently joined directors, all non-employee directors met the guideline as of the proxy date .
- Policies prohibit hedging, pledging, and short sales by directors/executives .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company states all directors and executive officers satisfied timely Section 16(a) reporting |
| Form 4 transactions | Specific director trade details not disclosed in proxy; separate Form 4 filings track any transactions |
Governance Assessment
- Strengths: Independent director with active committee role on Compensation; strong attendance standards; robust director ownership guideline; anti-hedging/pledging policy; no related-party transactions >$120k; compensation consultant independence; high say-on-pay support (96% in 2024) indicating shareholder alignment .
- Potential risks/considerations: Equity retainer is subject to attendance rather than financial performance metrics (typical for directors); monitor any ordinary-course lending relationships to ensure continued adherence to bank-regulated terms (company reports standard terms) .
- Signals: Engagement program with shareholders owning ~20% of shares; regular executive sessions; lead independent director structure; sustained governance focus via committee-only independence .