Scott McComb
About G. Scott McComb
G. Scott McComb (58) joined German American Bancorp, Inc.’s Board on February 1, 2025 following GABC’s merger with Heartland BancCorp; he is a former Chairman, President, and CEO of Heartland BancCorp/Heartland Bank (CEO since 2009; Chairman since 2011) and previously held roles including EVP/COO and Director of Internet Banking . He is currently nominated for re‑election through the 2028 annual meeting and is classified as not independent under Nasdaq rules due to recent employment at Heartland within the last three years . McComb brings deep community banking leadership and Ohio market expertise, and serves on certain GABC subsidiary boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland BancCorp / Heartland Bank | Chairman | 2011–2025 | Led strategy, public policy, personnel development; executive leadership continuity |
| Heartland BancCorp / Heartland Bank | President | Sep 2008–2009 | Senior leadership through financial crisis-era operating conditions |
| Heartland BancCorp / Heartland Bank | CEO | 2009–2025 | Overall corporate leadership; community banking growth in Columbus/Cincinnati |
| Heartland BancCorp / Heartland Bank | EVP & COO | 2004–2008 | Enterprise operations oversight |
| Heartland BancCorp / Heartland Bank | SVP, Customer Relationship Management | ~2000s | Senior management across bank functions |
| Heartland BancCorp / Heartland Bank | Director of Internet Banking | 1999–2004 | Early digital banking leadership; technology adoption |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Community Bankers Association of Ohio | Board Member | Prior service | Advocacy/industry leadership |
| Independent Community Bankers of America | Legislative Issues Committee; Board of Directors | Prior service | National policy engagement for community banks |
| Ohio State University James Cancer Hospital Foundation | Board Member | Current | Community/healthcare philanthropy and governance |
Board Governance
- Independence: Not independent under Nasdaq standards due to prior employment at Heartland within the last three years .
- Standing committees (as of proxy date): No listed membership or chair roles on Audit, Compensation/Human Resources, or Governance/Nominating committees; these committees are composed solely of independent directors .
- Subsidiary boards: All GABC directors also serve on German American Bank’s board; McComb additionally serves on the board of German American Investment Services, Inc. and participates in the Northeast Region advisory board .
- Board tenure/refreshment: McComb appointed Feb 1, 2025 and nominated for re‑election to serve until the 2028 meeting .
Fixed Compensation
| Component | Amount | Timing/Conditions |
|---|---|---|
| Annual cash retainer (non-employee directors) | $25,000 | Service period July 1, 2024–June 30, 2025 |
| Annual equity grant (restricted stock; non-employee directors) | Up to $40,000 market value | Granted June 25, 2024 to then-current non-employee directors; not transferable before July 1, 2025; forfeiture conditions tied to attendance; McComb joined Feb 1, 2025 (outside the June 2024 grant) |
| Committee chair fees | $10,000 Audit; $7,500 Compensation; $5,000 Governance; $7,500 Credit Risk; $3,000 Finance & ALCO | Paid to designated chairs (committee names per GABC) |
| Meeting fees | $850 per Board committee; $850 German American Bank board/advisory; $425 Investment Services & Wealth Advisory Oversight | Per-meeting attendance fees |
| Travel allowance | $50 | For directors traveling from outside Dubois County or immediate adjacent counties |
| Director stock ownership guideline | 4x annual retainer ($65,000) | Must be met within five years (new directors have five years; policy effective Feb 27, 2023) |
Performance Compensation
- Director equity is time-based restricted stock, not performance-based; attendance-related forfeiture provisions apply (50% forfeiture if minimum attendance thresholds are not met; full forfeiture if service ends before July 1, 2025 except death/disability/retirement) .
- Anti-hedging/pledging: Policies prohibit hedging, pledging, and short sales of GABC stock by directors and executive officers, supporting alignment with shareholders .
Other Directorships & Interlocks
- Merger appointment/renomination: Under the July 29, 2024 merger agreement with Heartland BancCorp, GABC committed to appoint McComb to the boards of German American Bancorp and German American Bank promptly after close and to renominate him upon expiration of his initial term, consistent with corporate governance policies .
- Subsidiary roles: Board member of German American Investment Services, Inc.; participation in Northeast Region advisory board .
Expertise & Qualifications
- Community banking leadership over two decades with progressive executive roles across operations, customer management, and digital banking .
- Ohio market knowledge and relationships valuable to GABC’s post-merger footprint expansion in Columbus and Cincinnati .
- Technology experience (Director of Internet Banking) aligns with GABC’s Technology Committee oversight emphasis .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Shares beneficially owned | 432,176 | March 7, 2025 |
| Ownership % of outstanding | 1.2% (out of 37,426,102 shares outstanding) | March 7, 2025 |
Insider Trades
| Date | Transaction | Shares | Price | Notes | Source |
|---|---|---|---|---|---|
| Jul 2, 2025 | Form 4 filed (acquisition of GABC shares) | Not disclosed here | Not disclosed here | Filing indicates McComb acquired shares; see SEC filing for details | |
| Jul 2, 2025 | PDF copy of Form 4 | — | — | Alternate access to Form 4 filing content | |
| Tracking page | Insider trading tracker (McComb) | — | — | Aggregates McComb’s SEC-reported transactions |
Note: Proxy statement does not include director-specific trades; above items are sourced from SEC filings and third-party trackers.
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Approximately 96% of votes cast supported NEO compensation; Committee maintained pay-for-performance structure .
- 2025 annual meeting election results: McComb received 22,014,782 “For,” 347,585 “Against,” with 8,395,828 broker non‑votes, indicating strong shareholder support for his election .
Governance Assessment
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Positives
- Significant “skin in the game”: 432,176 shares owned (1.2% of outstanding), materially exceeding typical director ownership guidelines, supporting alignment with shareholder value .
- Committee independence preserved: Standing committees comprised solely of independent directors; McComb (non‑independent) not assigned, reducing potential conflicts in audit/comp/governance oversight .
- Anti‑hedging/pledging and clawback policies in place; robust director stock ownership requirements .
- Strong shareholder support in 2025 director election .
-
Potential Risks / RED FLAGS
- Independence: Classified as not independent due to recent Heartland employment; appointment and renominations were contemplated by the merger agreement—investors may monitor for integration‑related conflicts or preferential treatment in Ohio market initiatives .
- Concentrated influence: Large personal stake can be positive, but investors should watch for any pledging or hedging—currently prohibited by policy .
- Related‑party/transactions: Company reports no related‑party transactions >$120,000 since Jan 1, 2024; ordinary course loans at market terms to directors may occur but are not considered unfavorable .
-
Engagement/Attendance
- Company reported no director attending less than 75% of meetings in 2024; McComb’s attendance will be assessable beginning with 2025 service (not covered in 2024 metrics) .
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Committee workload and roles
- No standing committee roles disclosed for McComb as of March 2025; he does participate on subsidiary boards and regional advisory structures, which can support integration of the Ohio footprint .
Overall, McComb’s deep community banking background and significant ownership are positive for alignment and market execution; independence status and merger‑linked appointment warrant continued monitoring for potential conflicts, balanced by GABC’s independent committee architecture and anti‑hedging/pledging policies .