Clay Barrett
Executive Vice President and Chief Digital and Information Officer at GERMAN AMERICAN BANCORP
Executive
About Clay Barrett
Clay M. Barrett is Executive Vice President and Chief Digital and Information Officer (CDIO) of German American Bancorp, Inc. (GABC), serving in this role since January 1, 2022 after leading Technology & Operations as Senior Vice President from July 2016 through 2021 . He is 47 years old and one of GABC’s Executive Officers; as CDIO he leads the board’s Technology Committee overseeing cybersecurity and information technology risk . Company performance during his tenure shows net income of $85.9 million (EPS $2.91, ROE 14.7%) in 2023 and $83.8 million (EPS $2.83, ROE 12.2%) in 2024, with 2024 TSR for a $100 initial investment at $128.97 vs peer group $122.17 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| German American Bancorp, Inc. | Senior Vice President — Technology & Operations | Jul 2016–Dec 2021 | Led bank technology and operations functions |
| German American Bancorp, Inc. | EVP & Chief Digital and Information Officer | Jan 2022–present | Leads Technology Committee and cybersecurity/information security oversight |
External Roles
- No external directorships or outside roles are disclosed in the proxy for Clay Barrett. (No disclosure found in DEF 14A)
Fixed Compensation
Multi-year compensation (as disclosed when Clay Barrett was a Named Executive Officer):
| Metric | 2022 | 2023 |
|---|---|---|
| Salary ($) | $250,000 | $275,000 |
| All Other Compensation ($) | $28,716 | $49,905 |
| Total Compensation ($) | $490,347 | $533,297 |
2023 All Other Compensation breakdown:
| Component | 2023 Amount ($) |
|---|---|
| Perquisites & Other Personal Benefits | $29,957 |
| Company Contributions to Defined Contribution Plans | $16,143 |
| Cash Dividends on Restricted Stock | $3,553 |
| Life Insurance Premiums (imputed income) | $252 |
Performance Compensation
Short‑term cash incentives (Management Incentive Plan):
- 2023 payout (non‑equity incentive) for Clay Barrett: $77,866, paid quarterly in 2024, subject to continued employment and clawback .
- Corporate scorecard metrics & weighting (applies to all executive officers): EPS growth (25%), Efficiency ratio (10%), Core organic loans growth (20%), Core organic deposits & repos growth (15%), Non‑performing assets/total assets (10%); Corporate measures are 80% of STIP, Individual/Judgmental measures are 20% .
- 2023 actual results: Net income trigger exceeded; EPS growth below threshold; efficiency ratio between “Good & Very Good”; loan and deposit growth mixed; NPA/Assets above “Exceptional”; overall between “Good & Very Good” .
Long‑term incentives (2019 LTI Plan, restricted stock):
- 2023 LTI award (earned on 2021–2023 scorecard) paid entirely in restricted stock; vesting 1/3 on March 15, 2025; 1/3 on March 15, 2026; 1/3 on March 15, 2027; subject to clawback and acceleration on change in control/death/disability .
- Stock vested and value realized:
- 2023: 525 shares vested; $15,850 value
- 2024: 616 shares vested; $27,997 value
Scorecard design and pay‑for‑performance alignment:
- LTI scorecard metrics (three‑year): Adjusted ROE (33⅓%), Adjusted ROA (33⅓%), Adjusted EPS growth (33⅓%); 2021–2023 outcome between “Very Good & Exceptional” overall; net income trigger exceeded .
- Clawback policy adopted Oct 30, 2023 per Nasdaq listing standards; incentive-based compensation recovery applies to executives for restatements and misconduct .
Equity Ownership & Alignment
Beneficial ownership:
| Date | Shares Beneficially Owned |
|---|---|
| Mar 8, 2024 | 8,090 |
| Mar 7, 2025 | 11,842 |
Outstanding unvested restricted stock and fair value:
| As of | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| Dec 31, 2023 | 8,016 | $259,799 |
| Dec 31, 2024 | 5,351 | $215,217 |
Ownership policy and trading restrictions:
- Executive stock ownership guidelines: CEO 3x salary; President/CFO 2x; other Named Executive Officers 1.5x; five years to comply from 2/27/2023 for executives then designated as NEOs (Barrett was a 2023 NEO) . Status of Barrett’s guideline compliance is not disclosed. (Disclosure limited to specified executives)
- Anti‑hedging/pledging: Hedging, pledging, short sales prohibited; 6‑month holding period on purchases; blackout periods apply to insiders .
Employment Terms
- Employment agreements/severance: The Company does not have employment or change‑in‑control agreements with Named Executive Officers; change‑in‑control primarily accelerates vesting of unvested restricted stock .
- Change‑in‑control acceleration values:
- As of Dec 31, 2023, Barrett’s unvested restricted shares value: $127,144 (across vesting tranches) .
- As of Dec 31, 2024, Barrett’s unvested restricted shares value: $110,766 (across vesting tranches) .
- Nonqualified Savings Plan (deferred compensation): In 2023 Barrett contributed $8,825; registrant match $2,943; earnings $7,290; year‑end balance $47,488, with distributions typically at termination/retirement and potential acceleration on death/disability/change‑in‑control .
Investment Implications
- Pay‑for‑performance: Barrett’s incentives tie to balanced profitability and quality metrics (EPS growth, efficiency, loan/deposit growth, asset quality) with an overarching net income trigger and clawback, aligning payouts to core performance and reducing risk of misaligned pay .
- Vesting and potential selling pressure: Straight‑line three‑year vesting and anti‑hedging/pledging/holding policies curb near‑term selling pressure; notable unvested awards ($215k FV at 12/31/24) represent continued retention hooks and alignment to TSR and peer‑relative returns .
- Ownership alignment: Beneficial ownership rose from 8,090 to 11,842 shares between 2024 and 2025; combined with guideline requirements for NEOs (1.5x salary), this supports increasing “skin in the game,” though compliance status for Barrett is not disclosed .
- Contractual risk: Absence of individual severance/change‑in‑control cash protections lowers “golden parachute” risk; acceleration limited to equity awards, which is standard and mitigates undue pay inflation .
- Execution track record: As CDIO leading the Technology Committee, Barrett sits at the center of cyber and IT risk oversight—an operational lever with rising importance in banking; broader firm performance remained resilient with 20th consecutive double‑digit ROE in 2024 and TSR above sector peers in the most recent year, supporting strategy execution durability .