Diane Medley
About Diane B. Medley
Independent director since July 1, 2022; age 69; term currently aligned with the class expiring at the 2026 Annual Meeting. Serves on the Audit Committee and is designated as an “Audit Committee Financial Expert,” bringing deep financial and accounting expertise from leadership roles in regional CPA/advisory firms and local market knowledge across Kentucky and Indiana .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MCM CPA & Advisors LLP | Co-founder; Managing Partner (first woman in region to hold the role) | Prior to joining GABC board (dates not specified) | Led growth of clients; recognized financial industry leader |
| Cherry Bekaert LLP | Partner Emeritus | Prior role prior to 2025 proxy | Senior advisory capacity at top-25 CPA firm |
| Waterfront Financial Group, LLC | Managing Member | Current at 2025 proxy | CPA and advisory leadership; entrepreneur with regional market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| German American Bank (subsidiary) | Director (all GABC directors serve) | Ongoing | Committee service mirrors parent where applicable |
| Southeast Region Advisory Board (bank subsidiary) | Participant | Ongoing | Local market engagement in Southeast Region |
Board Governance
- Independence: Board identifies Medley as independent under Nasdaq standards; board committees consist solely of independent directors .
- Committee assignments: Audit Committee member; Audit Committee met 5 times in 2024; Medley is one of four designated Audit Committee Financial Experts .
- Attendance: In 2024, no director attended less than 75% of board and committee meetings; Board held 10 meetings .
- Executive sessions and lead independent oversight: Regular executive sessions of independent directors; lead independent director presides (structure refreshed post-2024) .
Fixed Compensation
Director compensation structure (annual period beginning July 1, 2024): $25,000 cash retainer; equity grant up to $40,000; supplemental chair retainers (Audit $10,000; Governance/Nominating $5,000; Compensation $7,500; ALCO $3,000; Credit Risk $7,500); meeting fees ($850 for parent/Bank committees and Bank advisory boards; $425 for Investment Services and Wealth Advisory Oversight); $50 travel allowance for out-of-area attendance .
Medley’s reported director compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $43,400 | $37,100 |
| Stock Awards ($) | $39,973 | $39,973 |
| Total ($) | $83,373 | $77,073 |
Restricted share grant details:
| Grant Attribute | 2023 Cycle | 2024 Cycle |
|---|---|---|
| Shares Granted (#) | 1,195 | 1,204 |
| Grant Date | Dec 18, 2023 | Jun 25, 2024 |
| Vesting Date | Dec 31, 2024 | Jul 1, 2025 |
| Grant Valuation Basis | $33.45 close on Dec 18, 2023 | $33.20 close on Jun 24, 2024 |
| Attendance/Service Conditions | Continued service; attendance obligations; potential forfeiture if thresholds unmet | Continued service; attendance obligations; 50% forfeiture if attendance/annual meeting not met (exceptions for disability/illness/emergency) |
Performance Compensation
- Director equity awards are fixed retainer components, not performance-based. Equity ownership alignment is enforced via ownership guidelines and attendance/service vesting conditions (50% forfeiture for insufficient attendance or skipping the annual meeting without qualifying exceptions) .
- Executive incentive metrics (context for board oversight): Short-term corporate scorecard includes EPS growth, efficiency ratio, core organic loan/deposit growth, NPA/asset ratio; long-term metrics include adjusted ROE, ROA, and EPS growth with clawbacks. While director pay is not tied to these, the Compensation/Human Resources Committee designs and oversees performance-aligned executive programs .
Other Directorships & Interlocks
- Compensation Committee Interlocks: Proxy reports no interlocks or insider participation conflicts for compensation governance in 2024, supporting independence of compensation oversight processes .
- Related-party transactions: Company reports no related-person transactions >$120,000 since Jan 1, 2024; ordinary-course director/officer loans occur on market terms and without unfavorable features .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive experience in accounting, audit, and finance from senior roles in CPA and advisory firms; Board values her entrepreneurial and local market knowledge .
Equity Ownership
Beneficial ownership and alignment:
| Date | Shares Beneficially Owned (#) | % of Outstanding |
|---|---|---|
| Mar 8, 2024 | 7,415 | <1% |
| Mar 7, 2025 | 11,329 | <1% |
- Director stock ownership guidelines: Non-employee directors expected to hold shares equal to four times the annual cash+equity retainer (currently $65,000), within five years of joining; company states that, excluding recently joined directors, all other non-employee directors met the guideline as of the proxy date .
- Hedging/pledging: Policy prohibits short sales, derivatives, hedging, and pledging of company stock by directors; minimum six-month holding period applies for purchases .
Governance Assessment
- Strengths: Independence; Audit Committee financial expertise; robust director equity ownership requirements; meeting attendance discipline embedded into equity vesting; explicit anti-hedging/anti-pledging policy; comprehensive risk and cybersecurity oversight structures .
- Compensation mix and alignment: Balanced cash and equity retainer; equity grants vest on continued service with attendance conditions, reinforcing engagement and alignment with shareholders .
- Conflicts/Related Parties: No related-party transactions >$120,000 and ordinary-course loans on market terms reduce conflict risk; compensation governance confirms no interlocks .
- Shareholder sentiment: 2025 say-on-pay received 21,533,930 “For” vs. 518,308 “Against” and 310,129 “Abstain,” indicating strong support for compensation oversight (non-binding advisory approval) .
RED FLAGS: None disclosed specific to Medley; attendance-based vesting and anti-hedging/pledging policies mitigate alignment risks; no reported related-party exposures .