Michael Beckwith
About Michael Beckwith
Michael F. Beckwith is Executive Vice President and Chief Banking Officer at German American Bancorp, Inc. (GABC), age 53, appointed effective April 1, 2023; he previously served as Chief Commercial Banking Officer from January 1, 2022, and joined GABC via the October 15, 2018 acquisition of First Security Bank where he was President & CEO . Company performance context during his tenure includes FY2024 net income of $83.8M (ROE 12.2%), marking the 20th consecutive year of double‑digit ROE; 2024 results were impacted by an insurance agency sale (+$27.5M after‑tax), securities portfolio restructuring loss (−$27.2M after‑tax), and Heartland acquisition costs (−$1.08M after‑tax) . Executive compensation design emphasizes pay‑for‑performance using balanced scorecards (80% corporate, 20% individual), clawbacks, stock ownership requirements, and anti‑hedging/pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| German American Bancorp, Inc. | Executive Vice President & Chief Banking Officer | Apr 1, 2023 – Present | Oversees strategy and execution across commercial, retail, mortgage, treasury management, and affordable housing; executive oversight for marketing operations . |
| German American Bancorp, Inc. | Chief Commercial Banking Officer | Jan 1, 2022 – Mar 31, 2023 | Senior leadership of commercial banking across footprint . |
| German American Bancorp, Inc. | Kentucky Division President | Oct 15, 2018 – Dec 31, 2021 | Led strategic focus in Kentucky markets post‑acquisition . |
| First Security Bank (acquired by GABC 2018) | President & CEO | Pre‑2018 – Oct 15, 2018 | Led institution prior to merger; change‑in‑control and retention economics disclosed (see Employment Terms) . |
External Roles
- Not disclosed in GABC’s filings; no external public company directorships or committee roles reported for Mr. Beckwith .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $350,000 | $375,000 (7.1% increase YoY) |
| Other Cash/Benefits Detail (2024) | Amount ($) |
|---|---|
| Perquisites & Other Personal Benefits | $31,582 |
| Company Contributions to Defined Contribution Plans | $23,289 |
| Cash Dividends on Restricted Stock | $6,978 |
| Life Insurance Premiums (imputed income) | $386 |
Performance Compensation
| Component | Design | Targets/Weights | 2024 Actual Performance vs Target | 2024 Payout Mechanics |
|---|---|---|---|---|
| Short‑Term Cash Incentive (STI) | Balanced scorecard; 80% corporate metrics, 20% individual; subject to net income trigger | EPS growth (25%), efficiency ratio (10%), core organic loans (20%), core organic deposits & repos (15%), NPA/Assets (10%); individual (20%). Certain measures adjusted to exclude non‑core items (M&A costs, insurance sale gain, securities restructuring loss) . | Net income trigger exceeded; EPS growth: Good (threshold); Efficiency ratio: Between Very Good & Exceptional; Core loans: Between Good & Very Good; Core deposits & repos: Between Good & Very Good; NPA/Assets: Above Exceptional; Overall: Between Good & Very Good . | Potential award as % of salary: 26.25% (Good), 43.75% (Very Good), 61.25% (Exceptional) for Mr. Beckwith . Actual STI earned/paid for NEOs ranged 39.94%–56.25% of year‑end salary; paid quarterly in 2025, subject to continued employment and clawback . |
| Long‑Term Incentive (LTI) | 2019 LTI Plan; restricted stock grants; 3‑year performance period; clawback; 3‑year straight‑line vesting . | 3‑yr average adjusted ROE (1/3), ROA (1/3) vs peer percentile; 3‑yr average adjusted EPS growth (1/3); measures exclude non‑core items; 2023 EPS baseline adjusted to maintain rigor . | 2022–2024 Result: ROE between Very Good & Exceptional; ROA between Good & Very Good; EPS growth between Good & Very Good; Net income trigger exceeded; Overall between Good & Very Good . | Potential LTI award as % of salary: 26.25%/43.75%/61.25% (Good/Very Good/Exceptional) for Mr. Beckwith . 2024 LTI awards to NEOs (granted Mar 2025) ranged 38.61%–55.15% of salary; vest 1/3 on Mar 15, 2026; 1/3 on Mar 15, 2027; 1/3 on Mar 15, 2028; dividends eligible, subject to forfeiture; additional one‑year holding policy applies before sale . |
Equity Ownership & Alignment
| Ownership Detail | 2023 | 2024/2025 |
|---|---|---|
| Beneficial Ownership – Direct | 22,436 shares (as of FY2023 end, Form 5) | 30,800 shares (as of Mar 7, 2025, Proxy) |
| Beneficial Ownership – Indirect (IRA) | 1,926 shares (as of FY2023 end) | Included in total beneficial shares above (not separately broken out in 2025 proxy) |
| Ownership % of Shares Outstanding | <1% (“*”) | <1% (“*”) |
| Unvested Restricted Stock (units) | 7,763 units; $251,599 market value (12/31/2023) | 9,921 units; $399,023 market value (12/31/2024) |
| Shares Vested in 2024 | 1,587 shares; $72,129 value | — |
| Vesting Schedule – Unvested Awards (as of 12/31/2024) | Shares | Market Value ($) |
|---|---|---|
| Scheduled to vest Mar 15, 2025 | 1,736 | $69,822 |
| Scheduled to vest Dec 5, 2025 | 967 | $38,893 |
| Scheduled to vest Mar 15, 2026 | 1,736 | $69,822 |
| Scheduled to vest Mar 15, 2027 | 1,737 | $69,862 |
| Total Market Value (CI acceleration illustration) | — | $248,399 |
- Stock Ownership Guidelines: NEOs must hold 1.5x base salary; as of Dec 31, 2024 Mr. Beckwith met his requirement. Shares from equity awards carry an additional one‑year post‑receipt holding period before sale or transfer (tax withholding exceptions apply) .
- Anti‑Hedging/Pledging: Policies prohibit hedging, pledging, and short sales by insiders; minimum six‑month holding for any purchased shares; quarterly/special blackout periods apply .
- Options: No stock options granted to NEOs; none outstanding for Mr. Beckwith .
Employment Terms
| Term | Current (GABC) | Historical (First Security → GABC Merger) |
|---|---|---|
| Employment Agreement | GABC does not have employment or severance/change‑in‑control agreements with NEOs; executives are at‑will . | Bonus and Change‑in‑Control Termination Agreement paid Mr. Beckwith $450,000 change‑in‑control benefit at merger closing, plus $500,000 bonus payable by March 15, 2019; post‑closing, GABC agreed to pay two $125,000 retention payments on each of the first two anniversaries of the merger effective date, contingent on continued employment . |
| Change‑in‑Control (CIC) Treatment | 2019 LTI Plan provides CIC acceleration of unvested restricted stock unless Board determines otherwise; as of 12/31/2024, Beckwith’s unvested RS value under CIC was $248,399 at $40.22/share . | Historical CIC/retention payments as above . |
| Clawbacks | Incentive Compensation Recovery Policy adopted Oct 30, 2023 (effective Oct 2, 2023) per SEC/Nasdaq rules; applies to excess incentive‑based compensation upon restatement; Company also extends clawbacks for misconduct/Code violations . | |
| Non‑Compete/Non‑Solicit | Not disclosed in current GABC filings for NEOs . | |
| Deferred Compensation | Participates in Nonqualified Savings Plan; 2024 activity: Executive contrib. $40,391; Company match accrual $9,489; Earnings $15,887; year‑end balance $156,418 (paid per plan elections upon termination/retirement; acceleration for death/disability/CIC per plan) . |
Compensation Peer Group (Benchmarking)
| 2024 Peer Group (20 institutions, Midwest regional banks; asset size ~$3.5B–$12.5B; GABC ~$6.2B YE2023; combined org ~$8.3B pro forma with Heartland) | Notes |
|---|---|
| 1st Source; Civista; Community Trust; Farmers National; First Busey; First Financial; First Mid; Horizon; Independent Bank; Lakeland Financial; Mercantile Bank; Midland States; MidWestOne; Nicolet; Park National; Peoples Bancorp; Premier Financial; QCR Holdings; Republic Bancorp; Stock Yards Bancorp | Peer group maintained with Macatawa replaced by First Busey; used for pay‑vs‑performance alignments; BCG consultant found GABC performance ~60th percentile on six measures over 1‑ and 3‑year horizons; compensation opportunities competitive; STI paying below target in recent years contributed to slightly below‑preferred pay‑performance linkage . |
Say‑on‑Pay & Governance
- 2024 say‑on‑pay (covering FY2023 NEO comp): ~96% approval; no significant program changes implemented thereafter .
- Section 16 compliance: All insiders filed timely reports .
- Executive compensation oversight: Independent Compensation/Human Resources Committee; independent consultant (Blanchard Consulting Group) retained; anti‑repricing provisions under LTI Plan .
Investment Implications
- Alignment: Beckwith meets stock ownership requirements; equity mix via restricted stock tied to multi‑year ROE/ROA/EPS and subject to clawbacks strengthens pay‑for‑performance and long‑term orientation .
- Selling Pressure: RS grants vest on Mar 15 in 2026/2027/2028, but Company imposes an additional one‑year holding period on equity awards, reducing near‑term sale pressure; anti‑hedging/pledging further limits liquidity tactics .
- Retention Risk: No severance/CIC cash protections at GABC; retention relies on ongoing incentives and equity vesting; historical merger payments (2018) indicate prior retention value, but current structure emphasizes at‑risk pay over guarantees .
- Performance Levers: STI/LTI metrics emphasize core EPS growth, efficiency, organic loan/deposit growth, and asset quality, with non‑core adjustments to avoid distorting incentives—monitor these metrics quarterly for payout trajectory (STI quarterly payments in 2025; LTI grant magnitude driven by 3‑year outcomes) .
- Change‑in‑Control Economics: Equity acceleration is principal CIC benefit; as of 12/31/2024, Beckwith’s unvested RS had ~$248k value at $40.22/share, offering upside but not cash severance—limited parachute risk .