Vicki Schuler
About Vicki Schuler
Vicki L. Schuler is Senior Vice President and Controller and serves as Principal Accounting Officer of German American Bancorp (GABC). She was appointed Principal Accounting Officer effective January 1, 2022, has been SVP & Controller since July 2016, and joined the Company’s bank subsidiary in 2000 in various accounting roles; she is age 50 as of the 2025 proxy’s executive officer listing . Company performance context during her recent tenure: 2024 net income was $83.8 million with adjustments disclosed for an insurance asset sale, a securities portfolio restructuring, and merger costs; pay-versus-performance shows five-year TSR progression and 3-year average adjusted EPS growth used by the Board in incentive design .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| German American Bank (subsidiary) | Accounting department roles | 2000–2016 | Progressed through accounting roles prior to Controller appointment |
| German American Bancorp, Inc. | Senior Vice President & Controller | Jul 2016–present | Company Controller |
| German American Bancorp, Inc. | Principal Accounting Officer | Jan 1, 2022–present | Designated PAO by Board |
External Roles
No external public-company board roles are noted for Ms. Schuler in the proxy’s Executive Officers section .
Fixed Compensation
| Component | 2024 | 2023 | 2022 |
|---|---|---|---|
| Base salary | Not disclosed (Ms. Schuler is not a Named Executive Officer; SCT covers NEOs only) | ||
| Target bonus % | Not disclosed (non-NEO; program design disclosed without individual targets) | ||
| Actual bonus paid | Not disclosed for Ms. Schuler; SCT shows NEO payouts only |
Note: The 8-K appointing Ms. Schuler as PAO states no new compensatory arrangement or award was entered into in connection with her appointment, other than participation in executive management incentive plans described in the 2021 proxy .
Performance Compensation
Short-term (annual) cash incentive program design and 2023 attainment (applies to Executive Officers)
| Metric | Weighting | Target framework | 2023 actual attainment | Payout (program context) |
|---|---|---|---|---|
| Earnings per common share growth | 25% | Balanced scorecard with threshold (“Good”), target (“Very Good”), maximum (“Exceptional”) | Below Good (Threshold) | NEO payouts ranged 28.3%–40.8% of year-end salary; Ms. Schuler’s payout not disclosed |
| Efficiency ratio | 10% | As above | Between Good & Very Good | See above |
| Growth in core organic taxable loans | 20% | As above | Between Good & Very Good | See above |
| Growth in core organic deposits & repurchase agreements | 15% | As above | Below Good (Threshold) | See above |
| Non-performing assets to total assets ratio | 10% | As above | Above Exceptional | See above |
| Net income “trigger” | Must be met to fund plan | 2023 trigger set at $78.8 million (2022: $60.0 million) | Exceeded | If not met, no payouts |
2024 program uses similar scorecard, with EPS growth and efficiency ratio adjusted to exclude insurance sale gain, securities restructuring loss, and Heartland merger costs; minimum net income trigger set at $69.44 million .
Long-term equity incentive (2019 LTI Plan) – 2022–2024 cycle
| Metric | Weighting | Measurement approach | 2022–2024 result | Vesting/payout notes |
|---|---|---|---|---|
| Adjusted return on equity | 33⅓% | Company’s annual percentile vs peer each year, averaged; peers adjusted for non-core items | Between Very Good & Exceptional | LTI subject to same net income trigger; credit given proportionally between levels; maximum capped |
| Adjusted return on assets | 33⅓% | Annual percentile vs peer, averaged; adjusted for non-core items | Between Good & Very Good | As above |
| Adjusted EPS growth | 33⅓% | Annual adjusted EPS growth vs Board goals, averaged over 3 years | Between Good & Very Good | As above |
2024 LTI award opportunity ranges (as % of base salary) are disclosed for NEOs only (Dauby 37.5%–87.5%; Rust 30%–70%; others 26.25%–61.25%); Ms. Schuler’s individual opportunity is not disclosed .
Equity Ownership & Alignment
| Ownership metric | Mar 8, 2024 | Mar 7, 2025 |
|---|---|---|
| Common shares beneficially owned | 11,305 | 12,284 |
| Percentage of shares outstanding | Less than 1% (“*”) | Less than 1% (“*”) |
| Jointly held with spouse (included in total) | 1,317 | 1,366 |
- Policies prohibit hedging, pledging, short sales, and derivative transactions by directors and executive officers; minimum six-month holding for purchased shares and blackout periods apply .
- Executive stock ownership guidelines exist; formal multiples apply to NEOs (CEO 3x salary; President & CFO 2x; other NEOs 1.5x) with five-year compliance window; award shares for NEOs have an additional one-year holding period .
Employment Terms
- Appointment as Principal Accounting Officer effective January 1, 2022; no new or amended material plan, contract, or award entered in connection with the appointment; participation continues in executive management incentive plans; no related-party transactions and no family relationships disclosed .
- Clawback: The Company adopted an Incentive Compensation Recovery Policy effective October 2, 2023, consistent with SEC/Nasdaq rules; executive incentive awards (cash and equity) are subject to recoupment for restatements or misconduct .
- Insider trading: Prohibits short-term/speculative transactions; six-month minimum holding for purchases; blackout periods for executive officers and directors .
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 95.22 | 114.58 | 112.33 | 100.86 | 128.97 |
| Peer group TSR (value of $100) | 92.90 | 129.96 | 110.78 | 102.59 | 122.17 |
| Net income ($ thousands) | 62,210 | 84,137 | 81,825 | 85,888 | 83,811 |
| 3-year avg growth in adjusted EPS (%) | 9.9% | 17.6% | 13.5% | 9.2% | (2.9)% |
2024 net income and incentive adjustments reflect the insurance asset sale gain ($27.476 million after tax), securities portfolio loss ($27.189 million after tax), and Heartland merger costs (~$1.082 million after tax) .
Investment Implications
- Compensation alignment: Ms. Schuler participates in Company executive incentive plans driven by adjusted EPS growth, ROE/ROA, efficiency, credit quality, and balance-sheet growth, with strict net income triggers and clawbacks—supporting pay-for-performance discipline for accounting leadership roles .
- Ownership and selling pressure: Beneficial holdings rose from 11,305 (Mar 2024) to 12,284 (Mar 2025), with a small joint component; Company policy bans hedging/pledging and imposes blackout periods, which lowers near-term selling risk signaling but monitor future Form 4s for liquidity needs around vesting or purchases (individual vesting details not disclosed) .
- Retention and contract economics: No bespoke employment or change-of-control arrangement was entered at PAO appointment; incentive plans and ownership expectations (primarily formalized for NEOs) are the primary retention levers for accounting leadership .
- Execution risk: Company-level adjusted metrics and TSR trends inform context for accounting oversight; the Board’s reliance on adjusted performance and peer benchmarking indicates continued scrutiny on core results, which heightens the importance of PAO leadership in sustaining quality of earnings across cycles .