Norman L. Lowery
About Norman L. Lowery
Non-Executive Chairman of First Financial Corporation (THFF) since January 1, 2025; previously Executive Chairman (Jan 1–Dec 31, 2024) and earlier served as CEO (2004–2023) and President (2013–2023). Age 78; joined the Board in 1989; JD, Indiana University; BS, Indiana State University. Not independent under Nasdaq rules; father of current CEO, Norman D. Lowery.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First Financial Corporation | Non-Executive Chairman | 2025–present | Corporation: Executive Committee (Chair), Enterprise Risk Management; Bank: Cybersecurity, Executive, Executive Loan, Loan |
| First Financial Corporation | Executive Chairman | 2024 | Oversaw CEO transition; compensation and CIC/severance terms governed by 2023 agreement; non-compete/non-solicit covenants |
| First Financial Corporation/Bank | CEO (2004–2023), President (2013–2023); prior Vice Chairman (1996–2020) | 1996–2023 | Deep operating oversight; chaired strategic planning; led prior growth initiatives |
| Wright, Shagley & Lowery, P.C. | Partner (law) | ~19 years prior to joining THFF | Legal/governance expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana State University | Board of Trustees and Foundation Board | Former | Higher-ed governance |
| Terre Haute Area Economic Development Corporation | Director | Current | Regional economic development |
Board Governance
- Independence and leadership: Not independent; serves as Chairman; lead independent director is Ronald K. Rich (also chairs Governance & Nominating). Offices of Chair and CEO are separated since Jan 1, 2024 to support leadership transition. Independent directors held four executive sessions in 2024.
- Committee assignments: Corporation Executive Committee (Chair) and Enterprise Risk Management; Bank Cybersecurity, Executive, Executive Loan, and Loan Committees.
- Meetings and attendance: Board met 17 times in 2024; each director attended >75% of board/committee meetings; all directors attended the 2024 Annual Meeting.
- Anti-hedging/pledging and clawback: Directors/officers prohibited from hedging and pledging; clawback policy compliant with SEC/Nasdaq adopted (applies to executive incentive comp).
Fixed Compensation (as Executive Chairman in 2024)
| Component | 2024 Detail |
|---|---|
| Base Salary | $600,000 |
| Director cash fees (non-employee framework for 2024) | For context, non-employee directors received $40,000 retainer (Corp) + $5,000 (Bank); $750 per board meeting; $1,000 per Audit/Comp/Gov meetings; $500 per Bank Loan Committee. Norman L. Lowery was an employee in 2024; non-employee fee framework would apply to him only starting 2025. |
| All Other Compensation (select items) | Life insurance premium $31,378; dividends on restricted stock $36,464; 2005 EDC contribution $32,125; ESOP allocation $17,250. Total “All Other Compensation” $126,053. |
Performance Compensation (Executive, 2024)
- STIP design (Executive Chairman): Target 33.3% of base; measures: Corporation Net Income (60%) and Efficiency Ratio (40%) with Committee-approved adjustments for SimplyBank acquisition timing/purchase accounting. Overall score 94.79%; payout $189,391.
- 2024 STIP Scorecard (Executive Chairman) | Measure | Target | Result | Achievement | Weight | Score | |---|---|---|---|---|---| | Net Income | $59.181m | $54.429m | 91.97% | 60% | 55.18% | | Efficiency Ratio | 65.68% | 66.33% | 99.02% | 40% | 39.61% | | Overall | — | — | — | — | 94.79% |
- LTIP (Feb 2025 grant for 2022–2024 performance): Target 60% of base; measures: ROA (20%), ROE (15%), Tangible Book Value (30%), EPS (35%); overall 100.67%; award $362,425 in restricted stock; vests in three equal annual tranches (standard plan terms).
- Equity grants and vesting:
- 2024 grant (based on prior years’ performance): 13,170 restricted shares at $37.45; standard three-year graded vesting; dividends paid on unvested shares.
- 2024 vesting realized: 23,550 shares vested; value realized $1,087,775.
Other Directorships & Interlocks
- Current public company boards: None disclosed.
- Family/management interlocks: Father of CEO (Norman D. Lowery). A son of Norman D. is a Bank senior attorney; Norman D.’s spouse is Bank VP, Director of Branch Banking; compensation asserted consistent with similarly situated employees.
- Related-party lending: Loans to directors/executives made in ordinary course at market terms; oversight via Loan Committee.
Expertise & Qualifications
- Legal/governance: JD; former law firm partner; long-standing board leadership including CEO/Chair roles, providing legal and strategic insight.
- Banking/strategy: Decades of leadership at THFF across operations, strategy, and risk; chairs Executive Committee, participates in ERM and Bank credit committees.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (2/28/2025) | 128,803 shares (1.09% of outstanding) |
| Ownership Guidelines | As Executive Chairman (and then Chairman), subject to executive ownership guidelines; executives prohibited from hedging/pledging; executives (including Norman L. Lowery) meet guidelines. |
| Vested vs. Unvested at 12/31/2024 | Outstanding restricted awards vest in full upon retirement; he retired 12/31/2024 (awards vested per plan on retirement). |
| Anti-hedging / Anti-pledging | Prohibited for directors/officers. |
Employment & Contract Terms (Executive Chairman agreement)
| Term | Key Provisions |
|---|---|
| Agreement period | Effective Oct 20, 2023 through Dec 31, 2024; transitioned to Non-Executive Chairman 1/1/2025. |
| Base salary & bonus target | $600,000 base in 2024; STIP target 33% of base. |
| Restrictive covenants | Non-solicit, non-compete, non-disclosure; generally 1 year post-termination. |
| Termination (no CIC) | If terminated without cause/for good reason: cash equal to base+target bonus through term plus certain benefit costs (net of tax) in lieu of participation. |
| CIC protection | If terminated without cause/for good reason within 12 months post-CIC: greater of contractual-through-term or 2.99x (base + target bonus + specified benefits cash reimbursement). No excise tax gross-up; best-net or cut-down. |
| Post-retirement benefits | Life insurance and lifetime Medicare supplemental coverage (self and spouse) at no cost; group life coverage (currently $350,000) as per plan. |
Director Compensation Framework (for non-employee directors, 2024)
| Element | Amount |
|---|---|
| Corporation retainer | $40,000 |
| Bank retainer | $5,000 |
| Board meeting fee | $750 per Corporation or Bank board meeting |
| Committee meeting fees | $1,000 (Audit/Compensation/Governance); $500 (Bank Loan Committee) |
| 2024 cash paid (examples) | Lead Independent Director and Comp Chair each $89,000; ranges $74,000–$89,000 by workload. Note: applies to non-employee directors; Norman L. was an employee in 2024. |
Say‑on‑Pay & Shareholder Feedback
- Executive pay received ~94% support at 2024 Annual Meeting; continued outreach with investors at multiple bank conferences.
Risk Indicators & RED FLAGS
- RED FLAG: Non-independence and family ties. Norman L. Lowery is not independent and is the father of the current CEO; multiple family members employed at the Bank (though management states compensation is market-consistent). This may raise perceived governance and succession risks.
- Mitigants: Separation of Chair/CEO; lead independent director in place; robust anti-hedging/pledging and clawback policies; independent Compensation Committee with outside consultant; no excise tax gross-ups in change-in-control benefits.
Governance Assessment
- Board effectiveness: Extensive institutional knowledge and strategic continuity as Chair; active roles on Executive and risk/credit committees. Potential overhang from dual Lowery involvement underscores the importance of empowered independent directors and committee oversight (notably Governance & Nominating and Compensation).
- Alignment and incentives: 2024 pay mix included performance-linked STIP and LTIP with objective financial metrics (NI, efficiency, ROA, ROE, TBV, EPS) and capped payouts; realized STIP at 94.79% and LTIP at ~101% of target. Anti‑hedging/pledging and clawback further align with shareholders.
- Conflicts/related-party exposure: Ordinary-course insider lending at market terms; explicit disclosure of family employment; oversight via Loan Committee. Continued transparent disclosure and independent review remain essential.