Zachary Bawel

About Zachary W. Bawel

Zachary W. Bawel, 60, has served on GABC’s board since 2018; he is independent under Nasdaq rules, the Board’s Lead Independent Director, Chair of the Governance/Nominating Committee, and a member of the Compensation/Human Resources Committee . He is President of Jasper Holdings, Inc. (parent of Jasper Engines & Transmissions and Weller Truck Parts), with 37+ years of sales, distribution, and management experience, and also serves on Jasper Holdings’ executive committee .

Past Roles

External Roles

Board Governance

• Independence: Board affirms Bawel is independent; only CEO Dauby and McComb (recent Heartland CEO) are non-independent .
• Lead Independent Director: Duties include executive sessions of independent directors, agenda approval, and chairing when the Chairman is absent .
• Committees: Chair of Governance/Nominating; member of Compensation/Human Resources .
• Attendance: Board held 10 meetings in 2024; all directors attended at least 75% of Board and committee meetings .
• Subsidiary boards: Directors (including Bawel) serve on German American Bank board; Bawel also serves on German American Investment Services, Inc. board .
• Anti-hedging/pledging: Policies prohibit hedging, pledging, and short sale of GABC shares by directors and executives .

Fixed Compensation (Director)

• Program: Annual retainer paid as $25,000 cash plus equity grant up to $40,000; meeting fees $850 per GABC Board committee and bank board/advisory meetings; $425 for German American Investment Services and Wealth Advisory Oversight Committee meetings; travel allowance $50 for out-of-area in-person attendance; chair retainers include $5,000 (Governance), $7,500 (Compensation), $10,000 (Audit). Co-lead independent directors shared an aggregate $25,000 cash retainer until that structure ended on Dec 31, 2024 .
• Director ownership guideline: 4× annual retainer ($65,000) required within five years; excluding newly added directors, all non-employee directors met ownership requirements as of the proxy date .

Performance Compensation (Director)

• Equity grant details: 1,204 restricted shares (grant date June 25, 2024); untransferable before July 1, 2025; full forfeiture if not in service through vest date (except death/disability/retirement); 50% forfeiture if attendance thresholds unmet or if annual meeting missed (except illness/emergency) .
• Ownership alignment: Directors must hold shares equal to 4× retainer; anti-hedging/pledging and added one-year post-award holding for executives reinforce alignment .

Other Directorships & Interlocks

• Jasper Holdings interlock: Jason M. Kelly, CFO of Jasper Holdings, also serves on GABC’s Board (Audit Committee). Bawel is President of Jasper Holdings; both serve on GABC, creating a governance interlock, though Board affirms independence and reports no related-person transactions >$120,000 .
• Subsidiary service: Bawel serves on German American Investment Services, aligning oversight across business lines .

Expertise & Qualifications

• Core skills: Business operations and distribution leadership honed at Jasper Holdings; banking familiarity via prior regional advisory service; governance leadership as Chair of Governance/Nominating and past Chair of Compensation/Human Resources .
• Lead Independent Director responsibilities signal board effectiveness and independence emphasis .

Equity Ownership

Governance Assessment

• Strengths: Clear independence status; Lead Independent Director role with defined responsibilities; strong committee leadership (Governance/Nominating chair; Compensation member); attendance-based equity forfeiture reinforcing engagement; robust anti-hedging/pledging and ownership guidelines; high say‑on‑pay support demonstrating investor confidence .
• Risks/RED FLAGS: Interlock with Jasper Holdings (Bawel as President; Jasper CFO Jason Kelly also on GABC Board) merits continued monitoring for conflicts, though no related‑party transactions >$120k were reported and independence is affirmed .
• Shareholder signals: Say‑on‑pay approval ~96% in 2024; 2025 vote 21,533,930 For vs 518,308 Against vs 310,129 Abstain (≈96.3% approval), supporting pay practices and board oversight .

Director Compensation Details (Policy Reference)

Related Party & Conflicts

• Related-party transactions: None >$120,000 since Jan 1, 2024; ordinary‑course loans to directors/officers on market terms; Audit Committee reviews any reportable related‑person transactions per Nasdaq/SEC guidance .
• Code of Conduct & governance guidelines formalized; procedures for shareholder communications and independent executive sessions; annual evaluations .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay: ~96% approval; no material changes to executive compensation programs implemented due to strong support .
• 2025 say‑on‑pay: 21,533,930 For; 518,308 Against; 310,129 Abstain; majority approved (≈96.3% of votes cast) .
• Engagement: Board and executive team engaged shareholders representing ~20% of stock to inform strategy and governance improvements .

Summary Implications for Investors

• Board effectiveness: Bawel’s Lead Independent Director role and committee leadership enhance oversight and governance rigor; attendance-linked equity grants and ownership guidelines promote alignment .
• Conflict monitoring: Jasper interlock should be monitored; current disclosures indicate no material related‑party transactions and independence compliance .
• Confidence signals: High say‑on‑pay approvals and explicit anti‑hedging/pledging policies support investor alignment and governance quality .