Stephen P. Panagouleas
About Stephen P. Panagouleas
Stephen P. Panagouleas, age 52, is Chief Credit Officer (CCO) of First Financial Corporation (THFF) and First Financial Bank, N.A., effective July 1, 2024; he joined the Bank in 2013 as Chief Credit Administrator after serving as SVP and Commercial Lending Executive at Old National Bancorp (2007–2013) . He holds a B.S. in Business (Indiana State University) and an MBA (Butler University), has a Credit Risk Certification through The Risk Management Association, and is a graduate of the Butler University Executive Leadership Academy . In 2024, company net income was $47.3M with EPS $4.00 and ROAA 0.92%, and THFF’s five-year “pay vs performance” table shows the value of a fixed $100 investment at $118 for 2024, framing the backdrop for his credit leadership during a year that included the SimplyBank acquisition and a one-time write-off on a large commercial loan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Financial Bank, N.A. | Chief Credit Officer | Jul 2024–present | Leads enterprise credit risk and asset quality for the Corporation and Bank . |
| First Financial Bank, N.A. | Chief Credit Administrator | 2013–Jun 2024 | Credit administration leadership, predecessor to CCO role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old National Bancorp | SVP & Commercial Lending Executive | 2007–2013 | Commercial lending leadership experience in regional banking . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary (rate) | $295,000 | Effective on promotion to CCO as of July 1, 2024 . |
| Salary Paid (FY total) | $248,258 | Summary Compensation Table amount for 2024 . |
| Target STIP (35% of base) | $103,250 | 2011 STIP target award level for 2024 . |
| All Other Compensation | $25,094 | Includes life insurance premiums $4,795 and 401(k) match $10,225, plus misc perqs under $10,000 . |
| Total Reported Compensation | $298,950 | Summary Compensation Table total for 2024 . |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Scorecard and Payout
| Performance Measure | Target Goal | Result | Achievement (% of Goal) | Weighting | Weighted Score |
|---|---|---|---|---|---|
| Net Income ($000) | $62,343 | $57,403 | 92.08% | 40% | 36.83% |
| Efficiency Ratio | 64.13% | 64.72% | 99.09% | 20% | 19.82% |
| Non-Performing Loans | 0.80% | 0.40% | 200.00% | 2.5% | 5.00% |
| Delinquency | 1.00% | 0.81% | 123.46% | 2.5% | 3.09% |
| Department Controllable ($000) | $98,727 | $96,900 | 98.15% | 10% | 9.81% |
| Total Loan Growth | 11.47% | 11.46% | 99.95% | 15% | 14.99% |
| Net Charge-Offs / Loans | 0.25% | 0.33% | 75.76% | 5% | 3.79% |
| Total Loan NIM | 3.30% | 3.21% | 97.27% | 5% | 4.86% |
| Overall Score | — | — | — | — | 98.19% |
| STIP Payout Element | 2024 Value | Notes |
|---|---|---|
| STIP Target | $103,250 | 35% of base salary . |
| Overall Score | 98.19% | From scorecard above . |
| Actual STIP Earned | $50,692 | Prorated from July 1 promotion date . |
| STIP Plan Terms | Threshold 80% of target; cap 120% of target for non-CEO NEOs | Objective metrics; anti-hedging, clawback policy applies . |
Long-Term Incentive Plan (LTIP) – 2022–2024 Performance, Award Granted Feb 2025
| Element | Value | Notes |
|---|---|---|
| LTIP Target (2022–2024) | 40% of base salary | Target award level for 2025 grant based on 2022–2024 performance . |
| Overall LTIP Score | 100.76% | Based on ROA, ROE, TBV, EPS measures (Bank/corporate) . |
| Actual LTIP Awarded (Grant-Date Value) | $59,450 | Prorated due to July 1, 2024 promotion to NEO/CCO . |
| LTIP Performance Metrics | ROA; ROE; Tangible Book Value; EPS | Metrics and weighting used for the 2022–2024 period . |
| LTIP Vesting | 1/3 each on Dec 31 of grant year and following two years | Restricted stock vests 3 years; no automatic acceleration on change in control . |
| LTIP Plan Terms | Threshold 80% of target; cap 125% of target for non-CEO NEOs | Objective, performance-based; subject to clawback policy . |
2024 EIP grants: none disclosed for Mr. Panagouleas (no restricted stock grant in Feb 2024) .
Equity Ownership & Alignment
| Ownership Item | Amount/Status | Notes |
|---|---|---|
| Total Beneficial Ownership | 4,251 shares | As of Feb 28, 2025 . |
| ESOP Allocated Shares | 1,537 shares | Included in beneficial ownership . |
| Restricted Shares Outstanding | 1,214 shares | Unvested restricted stock included in beneficial ownership . |
| Other/Direct Holdings | 1,500 shares | Derived: 4,251 total – (1,537 ESOP + 1,214 restricted) . |
| Ownership as % of Outstanding | ~0.036% | 4,251 ÷ 11,853,489 shares outstanding (Feb 28, 2025) . |
| Stock Ownership Guidelines | $150,000 value requirement for NEOs | Mr. Panagouleas currently meets guidelines . |
| Hedging/Pledging | Prohibited | Company policy forbids hedging and pledging for executives/directors . |
| Options | None historically | Annual equity grants historically exclude stock options . |
| Insider Trading Policy | In place; updated Feb 2025 | Included as exhibit to 2024 Form 10-K . |
Employment Terms
| Term | Detail | Economics |
|---|---|---|
| Agreement Effective Date & Term | July 1, 2024; 24 months, extendable by 1-year periods | Standard executive contract term . |
| Base Salary | $295,000 | Set in the agreement for 2024 . |
| Restrictive Covenants | Non-solicit and non-compete for 1 year post-termination | Applies to all termination reasons . |
| Severance (No CIC): Termination Without Cause / Resignation for Good Reason | Cash severance equal to 1.5x (base + target bonus) plus certain benefits (professional/club dues, automobile, health premiums) with tax reimbursement on benefits that would not be taxable if provided during employment | Illustrative amount: $661,761 including $21,788 tax reimbursement on benefits . |
| Severance (CIC + Termination Without Cause / Good Reason within 12 months) | Cash severance equal to 2.0x (base + target bonus) plus certain benefits, with tax reimbursement on benefits that would not be taxable if provided during employment; double-trigger, no excise tax gross-up (cap/cut-back or after-tax higher-of) | Illustrative amount: $881,716 including $28,418 tax reimbursement; double-trigger; no 280G gross-up . |
| Equity Vesting on Termination | Full vest of outstanding restricted stock for death, disability, termination without cause, resignation for good reason, or retirement after age 65; no automatic acceleration solely on change in control | EIP vesting and acceleration terms . |
| Clawback | Compensation recovery policy aligned with Nasdaq/SEC for restatements | Applies to incentive compensation within 3 years preceding a restatement . |
Performance Compensation – Additional Program Design Notes
- STIP and LTIP use objective, pre-set measures with threshold payouts at 80% of target and capped maximums (STIP 120% for non-CEO NEOs; LTIP 125% for non-CEO NEOs), reinforcing pay-for-performance and risk management .
- For 2024 scorecards, the Compensation Committee adjusted certain targets and results to exclude purchase accounting-related effects from the SimplyBank acquisition and timing-related impacts, to better reflect operational performance against budget .
Investment Implications
- Alignment: Strong alignment via ownership guideline compliance, prohibited hedging/pledging, and a three-year vesting cadence for performance-based restricted stock; no stock options reduce short-term sell pressure .
- Retention: Contract provides double-trigger CIC severance at 2.0x salary+target bonus and 1.5x outside CIC, plus benefit/tax reimbursements; combined with ongoing vesting through 2027 on the Feb 2025 LTIP, near-term retention risk appears contained .
- Execution risk: 2024 scorecard shows excellent asset quality (NPL 0.40% vs 0.80% target; delinquency 0.81% vs 1.00%) but elevated net charge-offs (0.33% vs 0.25% target), consistent with management’s disclosure of a write-off on a single large commercial loan—monitor charge-off trends as rate/credit cycles evolve under his credit leadership .
- Pay-for-performance: STIP and LTIP outcomes (STIP 98.19%, LTIP 100.76%) tied to net income/efficiency and ROA/ROE/TBV/EPS suggest appropriate sensitivity to shareholder value drivers amidst integration of SimplyBank and expense normalization .
- Governance backdrop: Clawback policy, insider trading controls, and high say-on-pay support (94% in 2024) indicate shareholder-friendly compensation governance, reducing headline risk around incentives .