Scott Powell
About Scott Powell
W. Scott Powell is Executive Vice President and Chief Credit Officer (CCO) of German American Bancorp, Inc., appointed effective April 1, 2024; he previously served as Regional Executive Vice President and Commercial Credit Officer for the Southeast Region since joining the Company via acquisition in October 2018. He is 61 years old, and as CCO he oversees enterprise credit quality, a key lever in the Company’s pay-for-performance scorecards that include EPS growth, efficiency ratio, core loan/deposit growth, and non‑performing assets (NPA) ratios . Company performance context: 2024 net income was $83.8 million ($2.83 EPS) with 12.2% ROE; 2023 net income was $85.9 million ($2.91 EPS) with 14.7% ROE, marking the 20th consecutive year of double‑digit ROE .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| German American Bancorp, Inc. | Regional EVP & Commercial Credit Officer (Southeast Region) | 2018–2024 | Led regional commercial credit oversight after joining through an October 2018 acquisition . |
| German American Bancorp, Inc. | EVP & Chief Credit Officer | 2024–present | Appointed Company-wide CCO effective April 1, 2024 . |
External Roles
- Not disclosed in Company filings for Powell. If disclosed later, this section can be updated.
Fixed Compensation
- Powell is an Executive Officer but not a Named Executive Officer (NEO) in the proxy’s Summary Compensation Table; specific base salary, bonus, and perquisites for Powell are not disclosed in the DEF 14A .
- The Company’s compensation philosophy (applies to NEOs) targets base salaries at the 50th–60th percentile and emphasizes incentive pay aligned to performance; Powell’s individual figures are not disclosed .
Performance Compensation
Company incentive design and the metrics Powell is accountable to as CCO (corporate scorecards apply across executive leadership; NEO targets and payouts are disclosed):
| Metric (Short-term scorecard 2024) | Weighting | 2024 Actual Level | Notes |
|---|---|---|---|
| Earnings per common share growth (core) | 25% | Good (Threshold) | Adjusted to exclude sale gain, securities loss, and Heartland costs to reflect core performance . |
| Efficiency ratio (core) | 10% | Between Very Good & Exceptional | Adjusted for non-core items . |
| Growth in core organic loans | 20% | Between Good & Very Good | Defined on December average balances YoY . |
| Growth in core organic deposits & repurchase agreements | 15% | Between Good & Very Good | Defined on December average balances YoY . |
| Non‑performing assets to total assets ratio (average) | 10% | Above Exceptional | A direct credit quality lever under Powell’s remit. |
| Net income trigger (plan funding) | — | Exceeded | Minimum 2024 trigger set at $69.44M . |
| Long-term (LTI) scorecard (3-year avg, 2022–2024) | Weighting | 2022–2024 Result | Vesting |
|---|---|---|---|
| Adjusted ROE vs peer percentile | 33⅓% | Between Very Good & Exceptional | LTI paid in restricted stock; vests 1/3 on 3/15/2026, 3/15/2027, 3/15/2028 . |
| Adjusted ROA vs peer percentile | 33⅓% | Between Good & Very Good | 3-year straight-line vesting; dividends payable while restricted . |
| Adjusted EPS growth vs Board targets | 33⅓% | Between Good & Very Good | Subject to clawback; acceleration upon death/disability or change-in-control . |
- NEO 2024 short‑term payouts ranged 39.94%–56.25% of salary; Powell’s individual payout is not disclosed .
- NEO 2024 LTI awards ranged 38.61%–55.15% of salary in restricted stock; Powell’s LTI disclosure is not provided .
- 2025 incentive framework for NEOs retained identical metric structure and hurdle types; Powell’s participation level is not specified .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| W. Scott Powell | 5,563 | <1% | Shares counted under beneficial ownership rules. |
| Company policy | — | — | Hedging, pledging, short sales prohibited for directors and executive officers . |
| Executive stock ownership guidelines | — | — | CEO 3× salary; President/CFO 2×; other NEOs 1.5×, 5-year compliance window; NEO compliance status disclosed (Powell’s status not disclosed) . |
- The Company’s insider‑trading policy enforces blackout periods and six‑month minimum holding periods for purchases, reducing short‑term trading risk .
- No stock options have been granted to NEOs since 2006; the Company has no intention to issue options, limiting repricing risk .
Employment Terms
| Provision | Company Disclosure |
|---|---|
| Employment agreements | Company prefers flexibility; no employment agreements with NEOs (Powell’s agreement status not disclosed) . |
| Severance / Change‑in‑Control | No severance or CIC agreements with NEOs; upon CIC, unvested restricted stock vests unless Board determines otherwise . |
| Clawback policy | Nasdaq‑compliant Incentive Compensation Recovery Policy effective Oct 2, 2023; adopted Oct 30, 2023 . |
| Anti‑hedging / anti‑pledging | Hedging, pledging, short sales prohibited for directors and executive officers . |
| Option repricing | Prohibited without shareholder approval under 2019 LTI Plan . |
Investment Implications
- Alignment: Powell’s role as CCO is directly tied to scorecard credit metrics (NPA ratio achieved “Above Exceptional” in 2024), supporting pay-for-performance integrity and risk discipline . The Company’s clawback, anti‑hedging/pledging, and lack of option grants further reduce misalignment and governance risk .
- Retention/pressure: LTI awards vest over three years with CIC acceleration and dividends eligible, a structure that promotes retention while limiting forced selling; Powell’s personal LTI grants are not disclosed, but the Company’s executive LTI design is supportive of continuity .
- Parachute risk: Absence of severance/CIC cash agreements for NEOs lowers golden‑parachute exposure; equity acceleration remains the primary CIC cost .
- Performance backdrop: Despite strategic portfolio actions and the insurance divestiture in 2024, the Company maintained double‑digit ROE and adjusted incentive metrics to measure core performance, aligning incentives with long‑term value creation in Powell’s credit domain .
- Peer benchmarking: Compensation philosophy targets market medians and rewards high performance; pay‑versus‑performance analysis placed the Company near the 60th percentile on multi‑metric averages, signaling disciplined incentive calibration relative to peers .
Overall, Powell’s remit over credit quality is central to the Company’s scorecards and 2024 outcomes, with governance structures that mitigate pledging/hedging risks and claw back non‑core gains, while retention mechanisms are largely equity‑based and vesting‑linked to ongoing service .