Ronnie Stokes
About Ronnie R. Stokes
Ronnie R. Stokes (age 62) was appointed an independent director of German American Bancorp, Inc. effective February 1, 2025 following the Heartland BancCorp merger. He is President & CEO of Three Leaf Productions, co-founder/owner of LARS Properties, and an on-air expert analyst for The Ohio State University Men’s Basketball radio network; the Board cites his entrepreneurial skills, financial services exposure from prior Heartland board service, and deep community ties in Columbus. He is classified as independent under Nasdaq standards and serves within GABC’s three-class Board with his term expiring at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland BancCorp | Director (former) | Not disclosed | Governance experience at a community banking organization acquired by GABC in 2025 |
| Heartland Bank | Director (former) | Not disclosed | Oversight of bank operations; experience cited by GABC as valuable |
| GABC NE Region Advisory Board (subsidiary) | Advisory board participant | 2025 | Regional engagement in Northeast Region (post-merger) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Three Leaf Productions | President & CEO | Not disclosed | Provides integrated marketing and printing services nationwide; two-time MBE of the Year (Ohio Minority Supplier Development Council) |
| LARS Properties, LLC | Co-founder/Owner | Founded 2015 | Real estate investment, property management, commercial painting; family-owned |
| The Ohio State University Men’s Basketball Radio Network | On-air expert analyst | 28th season | Longstanding public-facing role; OSU alumnus |
Board Governance
- Independence: Stokes is an independent director; only the CEO (Dauby) and the Heartland CEO (McComb) are non-independent.
- Standing committees as of March 19, 2025: No listed membership for Audit, Compensation/Human Resources, or Governance/Nominating.
- Subsidiary boards: All GABC directors also serve on German American Bank’s board; Stokes additionally participates in the Northeast Region advisory board.
- Board activity: Ten board meetings held in 2024; all directors serving during 2024 met at least 75% attendance (Stokes joined in 2025, so no 2024 attendance data for him).
- Lead Independent Director and executive sessions: GABC maintains a lead independent director structure and holds regular executive sessions of independent directors.
| Committee | Membership | Chair role |
|---|---|---|
| Audit | None listed for Stokes | — |
| Compensation/Human Resources | None listed for Stokes | — |
| Governance/Nominating | None listed for Stokes | — |
Fixed Compensation
GABC non-employee director program (July 1, 2024–June 30, 2025) and policy details applicable to Stokes as a newly appointed director:
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $25,000 per director |
| Equity retainer | Restricted stock grant with market value not exceeding $40,000 (annual); 2024 grant was 1,204 shares to then-current directors on June 25, 2024 (vest July 1, 2025, attendance-based forfeiture conditions) |
| Meeting fees | $850 per Board committee meeting; $850 per German American Bank board or committee/advisory board meeting; $425 per GA Investment Services board and Wealth Advisory Oversight Committee meeting |
| Chair fees (cash) | Audit Chair $10,000; Governance/Nominating Chair $5,000; Compensation/Human Resources Chair $7,500; Credit Risk Management Chair $7,500; Finance & ALCO Chair $3,000 |
| Travel allowance | $50 for in-person attendance when traveling from outside Dubois County or adjacent counties |
| Director stock ownership guideline | 4× annual retainer ($65,000 total retainer basis), to be met within 5 years for new directors; most tenured directors already meet the guideline |
Notes:
- As Stokes joined on February 1, 2025, he was not among the “then current” directors who received the June 25, 2024 equity grant of 1,204 restricted shares. Future equity retainer grants will be subject to the program’s timing and conditions.
Performance Compensation
- No performance-based bonus metrics are used for director pay; compensation comprises fixed cash retainers, equity retainer grants, and meeting fees.
- Equity retainer grant conditions include a one-year transfer restriction, attendance-based forfeiture (50% forfeiture if attendance thresholds not met and failure to attend annual meeting absent qualified reasons), and service-through vesting date requirements.
- Policies enhancing alignment and risk control: anti-hedging/pledging/short sale prohibition for directors and executives; clawback policy applies to executive incentive compensation (not to routine director retainers).
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Heartland BancCorp | Former Director | Post-merger integration: Stokes and G. Scott McComb (former Heartland CEO) both joined the GABC Board on Feb 1, 2025, potentially enhancing information flow from Heartland’s Ohio markets while maintaining independence standards. |
Expertise & Qualifications
- Entrepreneurial leadership (Three Leaf Productions), recognized as two-time MBE of the Year; real estate investment via LARS Properties.
- Financial services familiarity from prior Heartland BancCorp/Heartland Bank board service; community connections in Columbus and across Ohio.
- Public communications acuity and stakeholder engagement via long-running OSU basketball analyst role.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of March 7, 2025) | 5,629 |
| Shares outstanding (as of March 7, 2025) | 37,426,102 |
| Ownership as % of outstanding | ~0.015% (calculated from disclosed figures) |
| Pledged or hedged shares | Prohibited by policy (no pledging/hedging allowed) |
Stock ownership guideline compliance:
- Non-employee directors must reach holdings equal to 4× the annual retainer within 5 years; newly appointed directors (including Stokes) have 5 years to comply.
Governance Assessment
- Independence and oversight: Stokes is independent; initial absence of standing committee assignments suggests limited direct oversight influence until committee placements occur. Monitor committee assignments over the next cycles for audit/comp/nom governance impact.
- Alignment: Beneficial ownership of 5,629 shares is modest; however, the 5-year, 4× retainer stock ownership requirement and anti-hedging/pledging policy bolster alignment incentives.
- Engagement safeguards: Director equity retainer grants carry attendance-based forfeiture, reinforcing meeting participation and accountability.
- Interlocks/information flow: Shared Heartland background with McComb may aid Heartland integration and Ohio market strategy; independence preserved by policy and Board determinations.
- Conflicts/related party: Company discloses no related person transactions over $120,000 since Jan 1, 2024; ordinary course loans are permitted on market terms and are monitored by the Audit Committee per Nasdaq standards. No red flags disclosed related to Stokes.
- Attendance: Board-wide 2024 attendance threshold compliance reported; Stokes joined in 2025, so no 2024 attendance data for him.
RED FLAGS: None disclosed — no pledging/hedging, no related party transactions, and no compensation anomalies identified for directors. As a new director, lack of standing committee assignments is not a red flag but warrants tracking to assess future board effectiveness and influence.