Tyson Wagler
About Tyson J. Wagler
Independent director (age 45), serving since 2019. He is a partner at Frette & Wagler LLC, a Washington, Indiana-based CPA firm, with 21+ years in accounting; current board service includes Daviess County Community Hospital and prior service on one of German American Bank’s regional advisory boards. He is designated by the Board as an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frette & Wagler LLC (CPA firm) | Partner | 21+ years | Provides tax and accounting services to individuals and businesses; contributes financial expertise to GABC Board deliberations |
| German American Bank regional advisory board | Advisory board member (prior) | Not disclosed | Banking market insight and client-level perspective supporting Board oversight |
| Daviess County Community Hospital | Board member | Not disclosed | Community healthcare governance experience |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Frette & Wagler LLC | Partner | No | Private CPA practice |
| Daviess County Community Hospital | Board member | No | Local non-profit governance |
| German American Bank (subsidiary) | Director (all Board members serve) | No | All GABC directors serve on subsidiary bank board and same committees; Wagler also participates in Central Region advisory board meetings |
Board Governance
- Independence: Board determined Wagler is independent under Nasdaq listing standards.
- Committees: Audit Committee member and Governance/Nominating Committee member; Audit met 5x, Governance/Nominating met 4x in 2024.
- Audit Committee Financial Expert designation: The Board designated Wagler (along with Kelly, Medley, Root) as an “Audit Committee Financial Expert.”
- Attendance: Board held 10 meetings in 2024 and all directors attended ≥75% of Board and applicable committee meetings; Board policy expects all directors to attend annual shareholder meeting, and all directors in office attended the 2024 annual meeting.
- Subsidiary boards: All GABC directors serve on the German American Bank board and the same committees at the bank subsidiary level; Wagler participates in the Central Region advisory board.
- Board structure: CEO also serves as Chair; lead independent director role established to strengthen governance and executive-session oversight.
Fixed Compensation
- Director compensation framework (period beginning July 1, 2024): Non‑employee directors receive (i) equity grant valued up to $40,000, and (ii) $25,000 cash retainer; chair adders include Audit ($10,000), Governance/Nominating ($5,000), Compensation/Human Resources ($7,500), plus meeting fees ($850 per Board/committee; $850 for bank subsidiary board/committees; $425 for investment services/Wealth Advisory Oversight).
- 2024 amounts for Wagler: Cash fees $41,600; stock award $39,973; total $81,573.
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 25,000 | Standard for non‑employee directors |
| Meeting/other cash fees | 16,600 | Reflected in Fees Earned total for Wagler (sum of retainer + meeting fees) |
| Equity grant (restricted stock) | 39,973 | Value based on 1,204 shares granted at $33.20 closing price on 6/24/2024; granted 6/25/2024 |
| Total director compensation | 81,573 | Sum of cash and stock award |
Performance Compensation
- Annual director equity grant: 1,204 restricted shares granted 6/25/2024; not transferable prior to 7/1/2025; full forfeiture if director does not continue through 7/1/2025 (except death/disability/retirement); 50% forfeiture if director fails to attend in person a specified percentage of meetings or fails to attend the 2024 annual meeting (subject to exceptions).
| Equity Award Term | Specifics |
|---|---|
| Grant date | June 25, 2024 |
| Shares granted | 1,204 restricted shares |
| Fair value reference | $33.20 closing price on 6/24/2024 → $39,973 per director |
| Vesting/transfer | Not transferable prior to July 1, 2025 |
| Forfeiture conditions | 100% forfeiture if not in service through 7/1/2025 (except death/disability/retirement); 50% forfeiture for insufficient in‑person meeting attendance or failure to attend annual meeting (subject to stated exceptions) |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Wagler.
- Compensation committee interlocks: Company disclosed no compensation committee interlocks or insider participation requiring Item 407(e)(4) disclosure for 2024.
Expertise & Qualifications
- CPA practice partner with >21 years of accounting experience; tax and accounting expertise.
- Audit Committee Financial Expert designation evidences advanced financial reporting and audit oversight capabilities.
- Regional banking advisory experience and community hospital governance broaden stakeholder and operational perspective.
Equity Ownership
- Beneficial ownership: 11,761 shares; includes 10,557 held jointly with spouse; <1% of outstanding shares.
- Director ownership guidelines: Non‑employee directors expected to own shares equal to 4x annual retainer ($65,000), within five years (existing directors have five years from 2/27/2023); company disclosed that, excluding recently joined directors, all other non‑employee directors met the stock ownership requirement as of the proxy date.
| Ownership Detail | Shares | % of Outstanding |
|---|---|---|
| Total beneficially owned | 11,761 | <1% |
| Held jointly with spouse | 10,557 | n/a |
| Shares outstanding (record date) | 37,426,102 | — |
Governance Assessment
- Board effectiveness: Wagler’s dual committee service (Audit, Governance/Nominating) and Audit Committee Financial Expert designation strengthen financial reporting oversight, controls, and board refreshment processes.
- Independence and attendance: Independent under Nasdaq rules; attended ≥75% of Board/committee meetings; supports investor confidence in diligent oversight.
- Alignment: Ownership stake and annual director equity grant with attendance-based forfeiture tie compensation to engagement; director ownership guidelines target 4x retainer.
- Conflicts/related-party exposure: Company reports no related-person transactions >$120,000; ordinary-course loans to directors at market terms only; robust audit committee review of related party transactions per Nasdaq standards.
- Risk safeguards: Anti‑hedging/pledging policy for directors and executives; annual executive sessions of independent directors; committee charters; technology/cyber oversight; clawback policies for incentive compensation (executive program).
- Shareholder signaling: 2024 say‑on‑pay support was ~96% for 2023 NEO pay; ongoing shareholder engagement spanning ~20% of outstanding shares since last meeting indicates constructive dialogue.
RED FLAGS: None disclosed specific to Wagler (no related party transactions; prohibited hedging/pledging; strong attendance). Monitor potential appearance of conflicts given his CPA practice if the firm were ever to provide paid services to GABC; currently, no such transactions are disclosed.