Jason Kelly
About Jason M. Kelly
Jason M. Kelly, age 50, has served as an independent director of German American Bancorp, Inc. since January 1, 2019; he is Chief Financial Officer of Jasper Holdings, Inc. and serves on GABC’s Audit Committee, where the Board has designated him as an “Audit Committee Financial Expert.” He brings extensive experience in ESOPs, finance, information technology, and real estate/operations from prior CFO and CEO roles; he was previously President & CEO of a large family-owned multi‑concept restaurant company for 12 years and held CFO roles in construction and homebuilding companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family-owned multi‑concept franchised restaurant company (Jasper) | President & CEO | 12 years | Led operations and growth in regional markets |
| Mid-size commercial construction & development company (Central Indiana) | CFO | Not disclosed | Finance/IT oversight; real estate background |
| Large North American homebuilding company | Regional CFO | Not disclosed | Finance and regional operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jasper Holdings, Inc. (parent of Jasper Engines & Transmissions and Weller Truck Parts) | Chief Financial Officer | Current | 4,400+ Associate Owners across U.S.; ESOP experience |
| German American Bank regional advisory board | Advisory board member (prior) | Prior to 2019 | Banking market insight and local governance exposure |
Board Governance
| Committee | Membership | Chair Role | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Member | No | 5 |
| Audit Committee Financial Expert designation | Yes | — | — |
- Independence: The Board determined Mr. Kelly is independent under Nasdaq standards .
- Attendance: Board held 10 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Subsidiary boards: All GABC directors also serve on the board of German American Bank; directors typically mirror committee service at the subsidiary .
- Executive sessions: Regular executive sessions of independent directors are a governance practice .
- Anti‑hedging/pledging: Policies prohibit hedging, pledging, and short sales of GABC stock by directors and executive officers .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 41,150 | 39,973 | 81,123 |
Director compensation program (July 1, 2024–June 30, 2025): non‑employee directors receive annual retainers consisting of cash ($25,000) and equity (restricted common stock up to $40,000), plus meeting fees; committee chair fees apply where relevant (Audit Chair $10,000; Governance Chair $5,000; Compensation Chair $7,500) .
Performance Compensation
GABC’s executive incentive plans (governed by the Compensation/Human Resources Committee) inform board oversight of pay-for-performance and risk alignment. Short‑term corporate scorecard metrics and outcomes for 2024:
| Metric (Short‑Term Corporate) | Weight | 2024 Result |
|---|---|---|
| Earnings per common share growth (adjusted for M&A and portfolio actions) | 25% | Good (At Threshold) |
| Efficiency ratio (adjusted) | 10% | Between Very Good & Exceptional |
| Growth in core organic loans | 20% | Between Good & Very Good |
| Growth in core organic deposits & repurchase agreements | 15% | Between Good & Very Good |
| Non‑performing assets to total assets ratio | 10% | Above Exceptional |
Long‑term incentive metrics (three‑year period 2022–2024; adjusted for non‑core items):
| Metric (Long‑Term Corporate) | Weight | 2022–2024 Result |
|---|---|---|
| Adjusted return on equity | 33⅓% | Between Very Good & Exceptional |
| Adjusted return on assets | 33⅓% | Between Good & Very Good |
| Adjusted EPS growth | 33⅓% | Between Good & Very Good |
Minimum net income “trigger” for plan funding was exceeded for 2024 and the 2022–2024 LTI period .
Other Directorships & Interlocks
| Entity | Type | Role/Interlock | Notes |
|---|---|---|---|
| Jasper Holdings, Inc. | Private company | CFO (Kelly) | Shared affiliation: Director Zachary W. Bawel is President of Jasper Holdings (board interlock within same private parent) |
| Public company boards | — | None disclosed | No other public directorships disclosed for Kelly |
- Related‑party/transactions: Company reports no transactions >$120,000 involving directors or immediate family members since Jan 1, 2024; ordinary‑course loans to directors follow standard terms and risk-reduction practices .
Expertise & Qualifications
- Finance/Accounting/IT: CFO experience across manufacturing (Jasper Holdings), construction, and homebuilding; background in information technology and banking; designated Audit Committee Financial Expert .
- ESOP experience: Significant ESOP exposure at Jasper Holdings enhances alignment and stakeholder governance .
- Real estate and operations: Deep background in real estate and multi‑unit operations from prior roles .
- Market insight: Prior service on regional advisory board provides local banking market knowledge .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding |
|---|---|---|
| Jason M. Kelly | 14,179 | <1% |
Director equity grant (2024 annual retainer): 1,204 restricted shares granted June 25, 2024; not transferable before July 1, 2025 and subject to forfeiture conditions tied to service and attendance thresholds (50% forfeiture if attendance shortfall; full forfeiture if not in service through vest date, subject to exceptions) .
Stock ownership guidelines: Non‑employee directors must attain an investment position equal to 4× the annual retainer within five years (existing directors by Feb 27, 2028; new directors within five years of joining); company states that excluding newly joined directors, all other non‑employee directors met the requirements as of the proxy date . Anti‑hedging and pledging restrictions apply to directors .
Governance Assessment
- Board effectiveness: Kelly’s Audit Committee service and financial expert designation strengthen oversight of financial reporting, internal control, and risk, supporting investor confidence .
- Independence and attendance: Independent status and ≥75% attendance threshold compliance, with 10 Board meetings and 5 Audit Committee meetings in 2024, indicate credible engagement and governance hygiene .
- Alignment and incentives: Director pay mix includes equity and cash with attendance‑based forfeiture on equity; director stock ownership guidelines (4× retainer) and anti‑hedging/pledging policies reinforce alignment with shareholders .
- Interlocks and conflicts: Shared affiliation with Jasper Holdings via another director (Bawel) warrants ongoing monitoring; however, the proxy discloses no related‑party transactions requiring reporting (> $120k), and ordinary‑course director loans conform to market terms and risk standards .
- Shareholder sentiment: Say‑on‑pay support was ~96% at the 2024 meeting, indicating broad investor acceptance of compensation governance frameworks overseen by the Board .
Risk indicators & RED FLAGS
- Potential interlock: Shared Jasper Holdings affiliation (Kelly, Bawel) — monitor for any future related‑party transactions or influence on Board matters; none currently disclosed .
- Hedging/pledging: Prohibited by policy (mitigates alignment risks) .
- Attendance: Equity retainer includes attendance‑based forfeiture provisions (positive discipline mechanism) .
- Related‑party transactions: None reportable since Jan 1, 2024 (reduces conflict risk) .