Marc Fine
About Marc D. Fine
Marc D. Fine, 65, has served as an independent director of German American Bancorp, Inc. (GABC) since 2011 and is a current member of the Governance/Nominating Committee. A business, financial, and tax-focused attorney in Evansville since 1984, he is the Evansville Managing Member of Jackson Kelly PLLC and a former member of its Executive Committee; he was a founding partner of Rudolph, Fine, Porter & Johnson, LLP before its 2014 merger into Jackson Kelly. Fine has also served as a Commissioner of the Indiana Gaming Commission since 2008, bringing legal, banking, and state government experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson Kelly PLLC (Evansville office) | Managing Member; former Executive Committee member | Not disclosed | Senior leadership in law firm; business, financial, tax legal expertise |
| Rudolph, Fine, Porter & Johnson, LLP | Founding Partner | Prior to 2014 | Merged into Jackson Kelly PLLC in 2014 |
| Bank of Evansville | Director; part of founding director group | From 2001 | Banking experience via former local bank board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana Gaming Commission | Commissioner | Since 2008 | Oversees the state’s gaming industry; government/regulatory experience |
Board Governance
- Independence: The board determined Fine is independent under Nasdaq standards; only the CEO (D. Neil Dauby) and G. Scott McComb are not independent .
- Committee service: Governance/Nominating Committee member; not listed on Audit or Compensation/Human Resources Committees .
- Attendance: In 2024, the board held 10 meetings; all directors attended at least 75% of board and committee meetings. Governance/Nominating and Compensation/Human Resources Committees each held 4 meetings; Audit held 5 meetings .
- Subsidiary boards: All Company directors also serve on the board of German American Bank (subsidiary) and, if applicable, on the same committees at the bank subsidiary .
- Annual meeting engagement: Board policy requires directors to attend the annual meeting; all directors in office attended the 2024 annual meeting .
| Committee (Parent Co.) | Role | 2024 Meetings Held | Chair |
|---|---|---|---|
| Governance/Nominating | Member | 4 | Zachary W. Bawel |
| Compensation/Human Resources | — | 4 | Susan J. Ellspermann |
| Audit | — | 5 | M. Darren Root |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 57,150 | 47,450 |
| Stock Awards ($) | 39,973 | 39,973 |
| Option Awards ($) | — | — |
| Non-Equity Incentive Comp ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 97,123 | 87,423 |
- Program structure (current annual period commencing July 1, 2024): Non‑employee director annual retainer of $65,000 paid as $25,000 cash plus equity grant up to $40,000; supplemental cash retainers for certain committee chairs; meeting fees: $850 per board committee or bank subsidiary board/advisory meeting and $425 for Investment Services/Wealth Advisory meetings; $50 travel allowance for qualifying in‑person attendance .
- Historical chair role: Fine previously served as Chair of the Credit Risk Management Committee, with a supplemental annual cash retainer increased to $7,500 for the period commencing July 1, 2023 .
Performance Compensation
| Grant | Grant Date | Shares Granted | Fair Value Basis | Vesting | Conditions |
|---|---|---|---|---|---|
| Annual RSU-equivalent restricted stock | Jun 25, 2024 | 1,204 | Closing price $33.20 on Jun 24, 2024 | Jul 1, 2025 | Continued service through vest; 50% forfeiture if certain in‑person attendance thresholds not met or if 2024 annual meeting not attended (subject to exceptions) |
| Annual RSU-equivalent restricted stock (additional retainer) | Dec 18, 2023 | 1,195 | Closing price $33.45 on Dec 18, 2023 | Dec 31, 2024 | Continued service through vest; 50% forfeiture if in‑person attendance <75% or if 2024 annual meeting not attended (subject to exceptions) |
- No option grants, PSUs, cash incentives, severance, or change‑of‑control provisions disclosed for directors; option awards and non‑equity incentives are shown as “—” in director compensation tables .
- Clawbacks: Company discloses recoupment policies for executive incentive compensation; director equity grants are retainer‑based and subject to service/attendance conditions, not financial performance metrics .
Other Directorships & Interlocks
| Entity | Role | Public Company? | Notes |
|---|---|---|---|
| German American Bank (subsidiary) | Director | No (subsidiary) | All GABC directors serve on subsidiary’s board; same committee service where applicable |
| Bank of Evansville (former) | Director (founding group) | No | Legacy local bank experience |
| Other public company boards | None disclosed | — | GABC limits service on other public-company boards; no outside public boards listed in biography |
- Independence evaluation explicitly considers law firm memberships that may provide services to the Company; the board affirmed Fine’s independence under Nasdaq standards .
Expertise & Qualifications
- Legal expertise in business, financial, and tax matters; decades of practice; senior law firm leadership experience .
- Banking experience via former Bank of Evansville directorship; relevant to GABC’s business .
- State government and regulatory experience as an Indiana Gaming Commission Commissioner since 2008 .
- Community engagement across Evansville civic organizations (not individually listed) .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned (as of Mar 7, 2025) | 43,450; represents less than 1% of outstanding shares |
| Director ownership guideline | 4x annual retainer ($65,000), to be attained within 5 years (policy adopted Feb 27, 2023) |
| Compliance status (board-wide) | Excluding recently joined directors, all non‑employee directors met the stock ownership requirement as of the proxy date |
| Hedging/pledging | Policies prohibit hedging, pledging, and short sales by directors |
Governance Assessment
- Strengths: Independence affirmed; visible ownership (43,450 shares); consistent committee participation; service/attendance‑conditioned equity grants support engagement; prohibitions on hedging/pledging; robust director ownership guidelines; regular executive sessions; strong shareholder support for executive pay program (96% “FOR” at 2024 meeting) indicating broader governance confidence .
- Board effectiveness signals: Clear committee structure; Governance/Nominating oversight; subsidiary board alignment; formal director compensation market review cadence (BCG) and independent consultant evaluation for conflicts .
- Conflicts/related‑party exposure: No related person transactions >$120,000 since Jan 1, 2024; ordinary‑course director loans made on market terms; Audit Committee oversees related‑party transactions per Nasdaq standards .
- RED FLAGS: None identified in disclosures; monitor potential perceived conflicts given law firm affiliation (if the firm provides services to the Company) and regulatory role at the Indiana Gaming Commission; independence affirmations and absence of related‑party transactions mitigate risk .