Darren Root
About Darren Root
M. Darren Root, age 64, is an independent director of German American Bancorp, Inc. and currently serves as Chair of the Board’s Audit Committee; he joined the Board effective January 1, 2013 and has deep credentials in accounting, audit, finance, and technology through decades of practice and leadership in the CPA profession . The Board has determined he is independent under Nasdaq listing standards, and he has been designated an “Audit Committee Financial Expert,” reinforcing his core governance credentials for financial reporting oversight . His background includes managing his own CPA firm for more than 30 years, holding CITP and CGMA credentials, authoring governance-relevant publications (The Intentional Accountant) and editorial leadership at CPA Practice Advisor, which supports board effectiveness in audit oversight and technology risk evaluation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Root’s CPA firm | Managing Partner/Owner | 30+ years | Led audit, finance, tech modernization across firm operations |
| Rootworks, LLC (now Rightworks) | Founder | Prior to Board service | Modernized accounting firm practice management; technology and branding expertise |
| CPA Practice Advisor | Executive Editor | Prior role | Editorial leadership in accounting technology and practice governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Better Everyday, LLC | Partner | Current | Membership-based consulting for small/mid-size accounting firms on technology and practice management |
Board Governance
- Committee assignments: Chair, Audit Committee; not listed as a member of Compensation/Human Resources or Governance/Nominating Committees .
- Audit Committee Financial Expert designation: Root, along with Medley, Kelly, and Wagler, is designated by the Board as an “Audit Committee Financial Expert,” indicating advanced proficiency in financial reporting oversight .
- Independence: Board affirmed Root is independent under Nasdaq standards; board committees consist solely of independent directors .
- Attendance and engagement: In 2024, all directors attended at least 75% of Board and committee meetings; governance program features regular executive sessions of independent directors and robust annual Board/committee evaluations .
- Subsidiary boards: All directors serve on the German American Bank board; Root participates in North Region advisory board meetings, expanding direct oversight of regional banking activities .
- Governance risk controls: Prohibitions on hedging, pledging, and short sales for directors; proxy access; lead independent director structure; annual board and committee evaluations; strong stock ownership guidelines for directors .
- Lead Independent Director: Board appointed Zachary Bawel as Lead Independent Director following the CEO’s combined Chairman role, strengthening independent oversight mechanisms .
Committee Roles and Meetings (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit Committee | Chair | 5 |
| Compensation/Human Resources Committee | Not a member | 4 |
| Governance/Nominating Committee | Not a member | 4 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,550 | Cash retainer plus chair and meeting fees |
| Director Annual Cash Retainer | $25,000 | Cash retainer for the July 1, 2024–June 30, 2025 service period |
| Chair Fees (Audit) | $10,000 | Supplemental annual cash retainer for Audit Chair |
| Meeting Fees | $850 per committee meeting | Also $850 for bank subsidiary board/committee meetings and $425 for certain subsidiary/committee sessions; $50 travel allowance for certain directors |
| Total Director Compensation (2024) | $84,523 | Sum of cash and equity |
Performance Compensation
| Grant | Shares | Grant Date/Valuation | Vesting & Conditions | Notes |
|---|---|---|---|---|
| Annual Director Restricted Stock | 1,204 shares | Granted June 25, 2024; valued at $33.20 closing price on June 24, 2024 ($39,973) | Not transferable before July 1, 2025; full forfeiture if service not continued through vest date (except death/disability/retirement); 50% forfeiture if attendance threshold is not met or failure to attend 2024 annual meeting (subject to exceptions) | Issued under 2019 LTI Plan; ties director equity to service and attendance quality |
- Director stock ownership guideline: Non‑employee directors must attain an investment position equal to 4× annual retainer ($65,000), within five years; current policy effective February 27, 2023. The proxy notes that, excluding recently joined directors, other non‑employee directors met the guideline as of the proxy date .
- Equity governance features: No tax gross‑ups; anti‑hedging; meaningful ownership guidelines; forfeiture conditions linked to engagement (attendance) for director grants .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Conflicts |
|---|---|---|---|
| German American Bank (subsidiary) | No (subsidiary) | Director; regional advisory board (North Region) | Routine oversight; multiple directors also serve on subsidiary boards |
| External public company boards | None disclosed | — | None disclosed in proxy |
Expertise & Qualifications
- Technical credentials: CITP (Certified Information Technology Professional), CGMA (Chartered Global Management Accountant), supporting oversight of financial reporting and technology risk .
- Industry experience: Founder of Rootworks/Rightworks and partner at Better Everyday, with expertise in modernizing accounting firms (technology, practice management, branding) .
- Publications: Author of The Intentional Accountant; co‑author of The E‑Myth Accountant and Youtility for Accountants, reflecting governance‑oriented perspectives on practice discipline and strategic alignment .
- Audit oversight: Board explicitly cites his knowledge in accounting, audit, finance, technology as enhancing Board and Audit Committee decision‑making .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| M. Darren Root | 18,679 | <1% | Beneficial ownership as of March 7, 2025; shares outstanding were 37,426,102 |
- Ownership policy: Directors are expected to attain an investment position equal to 4× annual retainer within five years; exceptions may be approved by Board leadership .
- Hedging/pledging: Policies prohibit hedging, pledging, and short‑selling by directors; enhances alignment and mitigates red‑flag risk .
Governance Assessment
- Board effectiveness: Root’s Audit Chair role, Audit Committee Financial Expert designation, and deep CPA/technology credentials support strong financial reporting oversight and risk management, aligning with regulatory expectations for bank boards .
- Independence and engagement: Nasdaq‑affirmed independence; attendance above 75% across directors; director equity tied to attendance/meeting participation, encouraging engagement quality .
- Alignment signals: Strong director ownership guidelines (4× retainer) and anti‑hedging/pledging policies improve skin‑in‑the‑game and reduce misalignment risk; director equity grants are full‑value shares vesting with service/attendance rather than options, consistent with conservative banking governance .
- Conflicts/related parties: No related‑party transactions over $120,000 since January 1, 2024; ordinary‑course loans to directors/officers at market terms; Audit Committee oversees related‑party approvals per Nasdaq and Indiana law standards—low conflict risk observed .
- Shareholder sentiment: Say‑on‑pay approval ~96% at the 2024 meeting (for FY2023 executive compensation), indicating broad investor confidence in compensation governance; while focused on executives, it reflects overall governance credibility .
RED FLAGS: None disclosed for Root—no pledging, no related‑party transactions over $120,000, attendance thresholds embedded in director equity, and independence confirmed .