Jack Sheidler
About Jack W. Sheidler
Independent director of German American Bancorp, Inc. since October 15, 2019; age 68; long-tenured real estate investor/developer with 35+ years’ experience in multi-family, retail, and office across the Southeast; former Chairman of Citizens First Corporation prior to its merger into GABC in 2019 . He serves on the board of German American Bank (subsidiary), participates in the South Region advisory board, and is a director of German American Investment Services, Inc. (subsidiary), supporting governance across operating entities . The Board affirms his independence under Nasdaq rules; his current term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens First Corporation | Chairman of the Board | 2009–2019 (until merger into GABC) | Led board until Citizens First merged into GABC; brought continuity and market knowledge to GABC post-merger |
| German American Bank (Subsidiary) | Director | Ongoing | Serves on bank subsidiary board; aligns subsidiary oversight with parent board |
| Regional Advisory Board (South Region) | Participant | Ongoing | Provides regional market input to banking operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various real estate development and investment companies (Bowling Green, KY) | CEO and Principal | 35+ years | Real estate expertise in multi-family, retail, and office development throughout the Southeast |
| German American Investment Services, Inc. (Subsidiary) | Director | Ongoing | Oversight of investment services activities |
Board Governance
- Independence: Board has determined Sheidler is independent under Nasdaq standards .
- Board tenure: Director since 2019; term expires at the 2026 annual meeting .
- Committee assignments: Not listed as a member or chair of Audit, Compensation/Human Resources, or Governance/Nominating (see committee matrix) .
- Subsidiary/advisory roles: Director of German American Bank; member of German American Investment Services board; participates in South Region advisory board meetings .
- Attendance: Board held 10 meetings in 2024; no director attended less than 75% of board/committee meetings .
- Governance safeguards: Board holds regular executive sessions of independent directors; lead independent director structure in place; no hedging/pledging/short sale permitted for directors .
Fixed Compensation
| Component (Director Pay Structure) | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $25,000 | Paid for service period July 1, 2024–June 30, 2025 |
| Annual equity grant (non-employee directors) | Up to $40,000 | Restricted common stock; granted June 25, 2024 (1,204 shares per director), vests July 1, 2025 subject to service/attendance; non-transferable prior to vesting |
| Committee meeting fee | $850 per meeting | Applies to Board committees and bank subsidiary board/committees; concurrent meetings paid once |
| Investment Services/Wealth Advisory meeting fee | $425 per meeting | Applies to those specific subsidiary/committee meetings |
| Chair retainers | $3,000–$10,000 | Audit ($10k), Governance ($5k), Compensation ($7.5k), ALCO ($3k), Credit Risk ($7.5k) |
| Travel allowance | $50 | For directors traveling from outside designated counties |
| Jack W. Sheidler – 2024 Director Compensation | Cash Fees Earned | Stock Awards (Grant-Date Value) | Total |
|---|---|---|---|
| Amounts (calendar 2024) | $43,400 | $39,973 | $83,373 |
| Source |
Performance Compensation
| Director Equity Grant Mechanics (2024 cycle) | Detail |
|---|---|
| Grant date and shares | 1,204 restricted shares granted June 25, 2024 to each non-employee director |
| Grant value basis | Valued at $33.20 per share (closing price on June 24, 2024) → $39,973 grant-date value per director |
| Vesting | Fully vests on July 1, 2025; forfeiture if not in service or attendance thresholds not met (50% forfeiture if attendance shortfall, subject to specified exceptions) |
| Transferability | Not transferable prior to July 1, 2025 |
| Anti-hedging/pledging | Prohibited for directors under insider trading policies |
Other Directorships & Interlocks
| Board/Entity | Role | Interlock/Notes |
|---|---|---|
| German American Investment Services, Inc. | Director | Board includes Sheidler alongside Bawel, Dauby, Ellspermann, McComb (information flow across operating subsidiary) |
| Citizens First Corporation | Former Chairman | Historical public-company board; merged into GABC in 2019 |
Expertise & Qualifications
- Real estate investor/developer for over 35 years; CEO/principal across multiple firms; sector expertise across multi-family, retail, and office .
- Market familiarity from Citizens First merger and ongoing South Region advisory participation .
- Subsidiary oversight experience via German American Bank and Investment Services boards .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| Jack W. Sheidler | 63,879 | <1% | As of March 7, 2025; sole/shared voting/investment per proxy definitions |
| Ownership guidelines (directors) | 4× annual cash+equity retainer | Compliance | Non-employee directors are required to reach 4× retainer within five years; company states all non-employee directors other than recently added members met requirements as of proxy date |
| Hedging/pledging policy | Prohibited | Alignment | Policies prohibit hedging, pledging, and short sales for directors |
Governance Assessment
- Strengths: Independent status; multi-entity oversight (bank and investment services); meaningful ownership and strong stock ownership guidelines; attendance thresholds tied to equity vesting; prohibitions on hedging/pledging support alignment .
- Watch items: Not a member of core standing committees (Audit, Compensation, Governance), which can limit direct involvement in key oversight levers; ensure subsidiary board/advisory roles provide adequate risk/compliance visibility .
- Conflicts: Company reports no related-party transactions >$120,000 since Jan 1, 2024; loans to directors/families occur in ordinary course on market terms without problematic features; continue monitoring given his real estate activities .
- Succession/tenure: Directors generally not elected after age 69 unless waived; Sheidler is 68—monitor continuity planning and potential Board refresh or waiver process .
- Shareholder sentiment: Say-on-pay support at ~96% in 2024 indicates constructive investor engagement; Board reports discussions with holders of ~20% of shares since last meeting .
Implication for investors: Sheidler’s independence, multi-entity board service, and ownership alignment are positive signals; lack of core committee membership suggests his impact is concentrated in subsidiary governance and regional advisory input—portfolio managers should weigh this role mix against desired oversight competencies on Audit/Comp/Gov.