Susan Ellspermann
About Susan J. Ellspermann
Susan J. Ellspermann (age 64) is an independent director of German American Bancorp, Inc. (GABC) since 2021 and serves as Chair of the Compensation/Human Resources Committee. She is President of Ivy Tech Community College and also serves on the boards of German American Bank (subsidiary) and German American Investment Services, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivy Tech Community College | President | Not disclosed | Statewide leadership and workforce development perspective |
| State of Indiana | Lieutenant Governor | Not disclosed | Public policy experience |
| State of Indiana | State Representative | Not disclosed | Legislative perspective |
| University of Southern Indiana – Center for Applied Research & Economic Development | Founding Director | Not disclosed | Applied research and economic development |
| Ellspermann & Associates, Inc. | Owner | Not disclosed | Creative problem solving and strategic planning |
| GM, Michelin, Frito-Lay | Industrial engineering positions | Not disclosed | Operations and engineering background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| German American Bank (subsidiary) | Director | Not disclosed | All GABC directors serve; same committee assignments as parent board |
| German American Investment Services, Inc. | Director | Not disclosed | Directors Bawel, Dauby, Ellspermann, McComb, Sheidler serve |
Board Governance
- Independence: Independent under Nasdaq rules; Board committees are composed solely of independent directors
- Committee leadership: Chair, Compensation/Human Resources Committee
- Attendance: Board held 10 meetings in 2024; no director attended less than 75% of Board and committee meetings; Comp Committee met 4 times
- Subsidiary boards: Serves on German American Bank board and German American Investment Services, Inc. board
- Lead Independent Director: Zachary W. Bawel; regular executive sessions of independent directors
- Shareholder engagement: Directors expected to attend annual meetings; all directors in office attended the 2024 annual meeting
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $25,000 | For service period July 1, 2024 – June 30, 2025 |
| Committee chair fee (Comp/Human Resources) | $7,500 | Additional annual cash for committee chair |
| Equity retainer (restricted stock) | Up to $40,000 | Granted June 25, 2024; 1,204 restricted shares valued at $33.20 per share = $39,973 |
| Meeting fees (Board/committees) | $850 per meeting | Also $850 per bank subsidiary board/committee/advisory meeting; $425 per investment services board or Wealth Advisory Oversight Committee meeting |
| Travel allowance | $50 (as applicable) | For travel from outside specified counties |
| 2024 actual director compensation | Cash: $44,400; Stock awards: $39,973; Total: $84,373 | Fees earned/paid in cash and equity grant value per proxy table |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Fair Value | Vesting/Conditions |
|---|---|---|---|---|
| Annual director equity retainer (restricted stock under 2019 LTI Plan) | Jun 25, 2024 | 1,204 | $39,973 (1,204 × $33.20) | Non-transferable before Jul 1, 2025; forfeiture if service ends before vest; 50% forfeiture for attendance shortfall; illness/emergency exceptions |
Compensation Committee metrics (for executive pay oversight under Dr. Ellspermann’s chairmanship):
| 2024 Short-Term Corporate Performance Metrics | Weight | Adjustments |
|---|---|---|
| Earnings per common share growth | 25% | Excludes gain on insurance sale, securities restructuring loss, Heartland merger costs |
| Efficiency ratio | 10% | Excludes above non-core items |
| Growth in core organic loans | 20% | Defined by Dec avg balances YoY |
| Growth in core organic deposits and repurchase agreements | 15% | Defined by Dec avg balances YoY |
| Non-performing assets to total assets ratio | 10% | Average of quarter-end ratios |
Long-term (2012-2024 framework with 2022–2024 cycle used):
| 2022–2024 Long-Term Corporate Performance Criteria | Weight | Adjustments |
|---|---|---|
| Adjusted ROE (3-yr avg vs peer percentile) | 33⅓% | Excludes non-core items; peer metrics adjusted similarly |
| Adjusted ROA (3-yr avg vs peer percentile) | 33⅓% | Excludes non-core items; peer metrics adjusted similarly |
| Adjusted EPS growth (3-yr avg) | 33⅓% | Board-established internal goals; adjusted for non-core items |
Other Directorships & Interlocks
| Committee | 2024 Composition | Notes |
|---|---|---|
| Compensation/Human Resources Committee | Susan J. Ellspermann (Chair); Angela Curry; Christina M. Ryan; Zachary W. Bawel | All independent; no compensation committee interlocks or insider participation disclosed |
Expertise & Qualifications
- Workforce, corporate, and political environment expertise; leadership in economic development; local and state knowledge considered significant assets to GABC .
- Operations/engineering background from GM, Michelin, and Frito-Lay; applied research and strategic planning experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Susan J. Ellspermann | 8,750 | <1% | Beneficial ownership as of Mar 7, 2025 |
| Director stock ownership guideline | 4× annual cash+equity retainer ($65,000) = $260,000 equivalent | — | Must meet within 5 years; many non-employee directors (excluding recent joiners) met the requirement as of proxy date |
| Hedging/Pledging policy | Prohibited for directors and executive officers | — | Includes short sales and derivatives; minimum 6-month holding on purchases |
Governance Assessment
- Strengths: Independent chair of Compensation Committee; committees composed solely of independent directors; regular executive sessions; robust stock ownership guidelines; anti-hedging/anti-pledging; clawback policy compliant with SEC/Nasdaq; use of independent compensation consultant (BCG) assessed as independent and conflict-free .
- Oversight quality: Compensation program aligns to adjusted core performance with clear metrics and weighting; Board uses net income trigger; long-term incentives benchmarked vs peers; changes neutralize non-core M&A/securities restructuring effects to avoid misaligned incentives .
- Shareholder signals: Say‑on‑pay approval ~96% at 2024 annual meeting (for 2023 pay), indicating strong investor support; Board conducts shareholder engagement (~20% of shares) and feeds back to governance enhancements .
- Conflicts/related party: No related person transactions >$120,000 since Jan 1, 2024; ordinary-course loans to directors follow market terms and present no unfavorable features .
- Attendance: Board met 10 times in 2024 and all directors met at least the 75% attendance threshold; equity retainer includes attendance-based vesting conditions, reinforcing engagement .
RED FLAGS: None disclosed specific to Dr. Ellspermann. No hedging/pledging permitted; no related-party transactions; compensation committee interlocks absent. Continued monitoring warranted for any subsidiary transactions and attendance-based vesting compliance, but no adverse disclosures to date .