Norman D. Lowery
About Norman D. Lowery
Norman D. Lowery is President and Chief Executive Officer of First Financial Corporation (THFF) and First Financial Bank, N.A., effective January 1, 2024; he joined the company in 1990 and has served as COO since 2010 and as a director since 2020. He holds a B.A. from Indiana University and an MBA from Indiana Wesleyan University; he is an accredited Fiduciary Investment Manager and a graduate of the ABA Stonier Graduate School of Banking, with prior roles in Private Banking and as a Trust Investment Officer . Under his leadership in 2024, THFF completed the SimplyBank acquisition, drove 21.13% loan growth (to $3.84B) and paid $1.80 in dividends (41% YoY increase), while net income declined to $47.3M ($4.00 per share) and ROAA to 0.92% primarily due to acquisition-related accounting adjustments and a single large loan write-off . Total shareholder return for 2024 (value of $100) was $118 versus $122 for the peer group; Say-on-Pay support in 2024 was ~94% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Financial Corporation / First Financial Bank, N.A. | Chief Operating Officer | 2010–2023 | Oversaw enterprise operations; experience across acquisitions, enterprise risk, and strategic planning cited by the Board . |
| First Financial Corporation / First Financial Bank, N.A. | Management roles: Private Banking; Trust Investment Officer | Joined 1990 | Built internal expertise in wealth and lending; foundational to later executive leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terre Haute Chamber of Commerce | Board Member | — | Community and stakeholder engagement in core market . |
Board Governance & Director Service
- Board service: Director since 2020; currently serves as an employee director (not independent) and does not receive director fees for board service as an employee director .
- Committee roles: Chairman of the Corporation’s Strategic Planning Committee; member of the Corporation’s Acquisition, Asset & Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, Reserve Analysis Committees and Employee Benefits Sub-Committee; Chairman of the Bank’s Executive, Executive Loan, and Strategic Planning Committees; member of the Bank’s Asset & Liability, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan, Reserve Analysis, and Technology Committees .
- Dual-role structure: The CEO and Chairman roles were split effective January 1, 2024 (Norman L. Lowery moved to Executive Chairman in 2024 and to Non-Executive Chairman in 2025); a Lead Independent Director (Ronald K. Rich) presides over independent sessions, mitigating concentration of power. Note: governance includes a father–son relationship between the Non-Executive Chairman (Norman L. Lowery) and the CEO (Norman D. Lowery) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 361,300 | 376,475 | 650,000 |
| Target Bonus % of Salary | — | — | 60% |
| Actual Annual Bonus Paid ($) | 141,848 | 135,876 | 369,682 |
| All Other Compensation ($) | 33,092 | 36,473 | 56,401 |
| Change in Pension/Deferred Comp ($) | — | 348,394 | 115,731 |
| Total Compensation ($) | 684,097 | 1,050,992 | 1,351,844 |
Notes: 2024 base salary increased to align with CEO role; the Compensation Committee benchmarked using Pearl Meyer and approved a 72.65% increase from 2023 to $650,000 .
Performance Compensation
2024 Short-Term Incentive Plan (STIP) — CEO Scorecard and Payout
- Mechanics: Overall score equals weighted sum of metric achievement; payout capped at 120% for CEO; threshold overall score is 80% .
- CEO metrics: Corporation-wide Net Income (60%) and Efficiency Ratio (40%) .
| Metric | Target | Actual | Achievement | Weight | Weighted Score |
|---|---|---|---|---|---|
| Net Income ($000s) | 59,181 | 54,429 | 91.97% | 60% | 55.18% |
| Efficiency Ratio (%) | 65.68% | 66.33% | 99.02% | 40% | 39.61% |
| Overall Score | — | — | — | — | 94.79% |
| Target Award ($) | — | — | — | — | 390,000 |
| Actual STIP Earned ($) | — | — | — | — | 369,682 |
Adjustments: Committee approved adjustments to targets/results to reflect the three-month delay in the SimplyBank closing and to exclude certain purchase accounting and one-time items to better reflect operational performance .
Long-Term Incentive Plan (LTIP) — 2022–2024 Performance Cycle (granted Feb 2025)
- Structure/metrics: Weighted on EPS (35%), ROA (20%), ROE (15%), Tangible Book Value (30%); CEO maximum is 125% of target; awards delivered in restricted stock vesting in three equal annual installments .
| Metric | Target | Result | Achievement | Weight | Weighted Score |
|---|---|---|---|---|---|
| Return on Assets (%) | 1.13 | 1.22 | 107.96% | 20% | 21.59% |
| Return on Equity (%) | 11.26 | 11.99 | 106.48% | 15% | 15.97% |
| Tangible Book Value ($) | 31.39 | 35.73 | 113.83% | 30% | 34.15% |
| EPS ($) | 4.81 | 3.98 | 82.74% | 35% | 28.96% |
| Overall Score | — | — | — | — | 100.67% |
| CEO Target (% of Salary) | — | — | — | — | 80% |
| Actual LTIP Award ($) | — | — | — | — | 523,503 |
2024 annual equity grant (based on prior performance): 4,273 restricted shares granted 2/6/2024 at $37.45 (grant-date fair value $160,030); vests in three equal installments on 12/31/2024, 12/31/2025, and 12/31/2026; dividends paid during vesting; no automatic CIC acceleration .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | 58,912 shares; includes 11,088 ESOP shares and 14,679 restricted shares; <1% of 11,853,489 shares outstanding . |
| Unvested Restricted Shares (12/31/2024) | 3,985 shares; market value $184,067 at $46.19 (12/31/2024) . |
| Shares Vested in 2024 | 3,649 shares; value realized $168,547 . |
| Options | Company historically does not grant options to NEOs; no option holdings disclosed . |
| Ownership Guidelines | CEO required to hold shares equal to $500,000 in value; executives currently meet guidelines . |
| Hedging/Pledging | Prohibited for directors and executive officers; also no margin accounts or pledging per Insider Trading Policy . |
| Clawback | Policy adopted in 2023 consistent with SEC/Nasdaq rules; applies to incentive-based compensation within 3 years preceding a restatement . |
Implication: Three-year graded vesting and anti-pledging reduce forced-selling risk; unvested shares represent supply that could roll into the market upon vest if sold, but insider transactions are not indicated in the proxy; pledging/hedging is prohibited .
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Agreement Effective | Superseding agreement effective July 1, 2024; initial base salary $650,000; 24-month term, renewable in one-year increments . |
| Restrictive Covenants | Non-solicit and non-compete for one year post-termination; confidentiality obligations . |
| Severance (No CIC) | If terminated without cause or resigns for good reason (no CIC): 1.5x (salary + target bonus + certain benefits) plus specified reimbursements; estimated $2,151,384 cash as of 12/31/2024; outstanding restricted stock vests ($184,067) . |
| Severance (Within 12 months after CIC) | Greater of “no-CIC formula” or 2.99x (salary + higher of prior-year or CIC-year target bonus + certain benefits) plus specified reimbursements; estimated $4,298,785 cash as of 12/31/2024; outstanding restricted stock vests ($184,067); double-trigger equity (no automatic CIC acceleration without qualifying termination) . |
| 280G / Gross-up | Cutback-or-pay approach; no excise tax gross-ups . |
| 409A | Certain payments may be delayed six months post-termination to comply with 409A . |
Retirement, Deferred Comp, and Pension
| Plan | Norman D. Lowery Status |
|---|---|
| Qualified Pension Plan (PVAB at 12/31/2024) | $786,915; 35 years credited service; eligible for early retirement benefits equal to ~57% of full benefit as of 12/31/2024 . |
| 2005 Executive Supplemental Retirement Plan (ESRP) | $1,034,487 present value at 12/31/2024 . |
| Nonqualified Deferred Compensation (EDC / LTIPs) | Corporation contributions in 2024: EDC $22,225; 2001 LTIP earnings $5,176; 2005 LTIP earnings $8,007; aggregate balances at 12/31/2024: EDC $101,219; 2001 LTIP $69,197; 2005 LTIP $107,039 . |
Compensation Structure Analysis
- Mix and market alignment: 2024 base salary reset to $650,000 after promotion (up 72.65%), aligning to market medians; significant “at-risk” pay via STIP (60% target) and LTIP (80% target) .
- Metric rigor and adjustments: STIP focused on Net Income/Efficiency Ratio; Committee adjusted targets/results for acquisition timing and purchase accounting, which aided neutrality but introduces judgment; STIP outcome at 94.79% of target .
- LTIP design: Multi-metric (EPS, ROA, ROE, TBV) with overall 100.67%; awards in RS with three-year vesting; no automatic CIC acceleration; aligns with sustained value and retention .
- Governance policies: Anti-hedging/anti-pledging, clawback, no excise tax gross-ups, double-trigger CIC; strong say-on-pay (94%) supports alignment .
Performance & Execution Highlights (2024)
- Strategic M&A: Closed SimplyBank (assets ~$686M), expanding in East Tennessee and adding Georgia; integration executed per plan .
- Growth vs profitability: Loans +21.13% to $3.84B; dividends increased 41% to $1.80; net income declined to $47.3M (EPS $4.00), ROAA to 0.92% due to acquisition-related adjustments and a single large loan write-off .
- Shareholder returns: 2024 company TSR $118 vs peer $122 (value of $100 initial investment) .
Director Compensation (as applicable)
- Employee directors receive no fees for service on the Corporation or Bank boards or committees (applies to CEO) .
Related Party / Governance Considerations
- Family relationship: Norman L. Lowery (Non-Executive Chairman; former CEO) is the father of Norman D. Lowery (CEO); transactions with related parties (including director/officer loans) are reviewed and made on substantially the same terms as with non-related parties .
- Board independence and oversight: Compensation Committee and key committees are fully independent; Lead Independent Director presides over independent sessions .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval ~94% at 2024 Annual Meeting; company cites ongoing investor dialogue and pay-for-performance philosophy .
Investment Implications
- Alignment: Compensation is meaningfully at-risk with clear STIP and LTIP metrics; double-trigger CIC, no gross-ups, clawback, and anti-pledging policies are investor-friendly .
- Retention and supply overhang: Unvested restricted shares vest on a three-year schedule and accelerate on certain terminations (but not on CIC without termination), supporting retention and reducing immediate selling pressure; pledging is prohibited .
- Contractual economics: In a downside (no-CIC) separation, estimated cash severance ~$2.15M; in a CIC termination within 12 months, ~$4.30M plus equity vesting—material, but structured with cutback-or-pay provisions and no tax gross-up .
- Execution risk: 2024 financials show growth with profit pressure from acquisition accounting and a large loan write-off; STIP/LTIP adjustments for acquisition timing warrant monitoring of metric calibration and credit outcomes as integration matures .