The goal of our director compensation package is to attract and retain qualified candidates to serve on the Board. In setting compensation, the Board considers compensation levels of directors of other financial institutions of similar size. Each director of the Corporation is also a director of First Financial Bank, N.A. (the “Bank”), the lead subsidiary bank of the Corporation. The non-employee directors receive director fees from both the Corporation and the Bank. During 2017, nonemployee2022, non-employee directors received a $40,000 retainer from the Corporation and a $5,000 retainer from the Bank. During 2017,2022, each non-employee director of the Corporation and the Bank received a fee of $750 for each board meeting attended for the Corporation or the Bank. In addition, Mr. Cox received a fee of $5,000 in connection with his services as Chairman of the Board.

Non-employee directors also receive a fee for each meeting attended of the Audit Committee of $1,000, the Compensation and Employee Benefits Committee of $1,000, the Governance and Nominating Committee of $500$1,000 and the Loan Committee of the Bank of $500. No non-employee director served as a director of any other subsidiary of the Corporation.

Employee directors receive no compensation for their service on the boards or board committees of the Corporation and the Bank.

The table below summarizes the compensation paid by the Corporation to each non-employee director for service during the fiscal year ended December 31, 2017.

The Board believes that directors more effectively represent the Corporation’s shareholders if they are shareholders themselves. Therefore, the Board has adopted stock ownership guidelines applicable to all directors, other than Norman L. Lowery, President and CEO, and Norman D. Lowery, COO, who isare subject to the stock ownership guidelines for executive officers discussed under “Compensation Discussion and Analysis.” Under the guidelines, directors must own a number of shares of the Corporation’s common stock equal in value to three times their annual Corporation retainer for services as a director. Additionally, directors may not dispose of shares of Corporation stock until they have satisfied the guidelines. Directors are expected to be in compliance with the stock ownership guidelines not later than five years after the date of their initial election or appointment as a director of the Corporation. In the case of individuals who were directors when the current guidelines became effective, compliance was required by February 21, 2017. All nine of our non-employee directors have met their stock ownership levels under these guidelines.

None of the members of the Compensation and Employee Benefits Committee was or is an officer or employee of the Corporation and no executive officer of the Corporation served or serves on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) or on the board of directors of any company that employed or employs any member of the Corporation’s Compensation and Employee Benefits Committee. In addition, no executive officer of the Corporation served or serves on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any company one of whose executive officers serves on our Board, except for Norman L. Lowery, our President and Chief Executive Officer, and Norman D. Lowery, our Chief Operating Officer, who are members of the board of directors of Princeton Mining Company, Inc. and Deep Vein Coal Company, Inc. for which Virginia Smith, one of our directors, served as President during a portion of 2017.

The Audit Committee is responsible for approving any transactions between the Corporation or its subsidiaries and any related party, including loans or extensions of credit to the subsidiaries and any sale of assets or other financial transactions. Directors and executive officers of the Corporation and their associates were customers of, and have had transactions with, the Corporation and its subsidiaries in the ordinary course of business during 2017.2022. Comparable transactions may be expected to take place in the future. During 2017,2022, various directors and executive officers of the Corporation and their respective associates were indebted to the subsidiary banks from time to time. These loans were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for similar transactions with other persons not related to the Corporation and did not involve more than the normal risk of collectability or present other unfavorable features. Loans made to directors and executive officers that are subject to federal banking regulations are exempt from the insider loan prohibitions included in the Sarbanes-Oxley Act of 2002.

Related party transactions are evaluated on a case-by-case basis in accordance with the applicable provisions of the Articles of Incorporation and the Code of Business Conduct and Ethics of the Corporation (the “Code of Ethics”).

The provisions of the Articles of Incorporation apply to contracts or transactions between the Corporation and (i) any director; or (ii) any corporation, unincorporated association, business trust, estate, partnership, trust, joint venture, individual or other legal entity in which any director has a material financial interest or of which any director is a director, officer or trustee. The provisions of the Code of Business Conduct and Ethics apply to the directors, officers and employees of the Corporation.

The Code of Business Conduct and Ethics provides that directors, officers and employees of the Corporation must make business decisions for the Corporation free of conflicting influences. Such persons are expected to avoid situations that may lead to real or apparent material conflicts between such person’s self-interest and such person’s duties or responsibilities as a director, officer or employee of the Corporation. The senior compliance officerChief Compliance Officer is responsible for annually reaffirming compliance with the Code of Business Conduct and Ethics by the directors, officers and employees of the Corporation.

Certain family relationships exist among the executive officers of the Corporation. Norman L. Lowery (the Chairman, President and Chief Executive Officer of the Corporation and the Bank) is the father of Norman D. Lowery (Director and the Chief Operating Officer of the Corporation and the Bank). There are no arrangements or understandings between any of the directors and executive officers pursuant to which any of them has been selected for their respective positions.

A son of Norman D. Lowery is employed by the Bank as a senior attorney, and Mr. Lowery’s wife is employed by the Bank as Vice President, Director of Branch Banking. In such capacities, each has received salary, benefits and other compensation since January 1, 2022 in excess of $120,000. In each case, such amounts are consistent with that of similarly situated employees with equivalent qualifications and responsibilities, and their compensation terms are established independent of their familial relationships. A son of Richard J. Shagley is a partner in a law firm that, during 2022, received approximately $246,475 in legal and contingency fees for collections cases and other litigated matters from the Bank.

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The name, age, position and business experience of each named executive officer who is not a member of the Board is described below:

Rodger A. McHargue, Age 56

Mr. McHargue is the Chief Financial Officer of the Corporation and the Bank and also the Secretary and Treasurer of the Corporation, serving since 2010. He joined the Corporation in 1994. Prior to that, Mr. McHargue was employed at Bank One Indianapolis for over six years. He received a B.S. degree in Economics and Finance from Indiana State University and an M.B.A.a Master of Business Administration degree from Indiana State University. He is also a graduate of the ABA Stonier Graduate School of Banking.

Steven H. Holliday, Age 57

Mr. Holliday is the Chief Credit Officer of the Corporation and the Bank, serving since 2012. Prior to joining the Corporation, Mr. Holliday was a Senior Vice President and Commercial Lending Executive at Old National Bancorp. Mr. Holliday received his B.S. degree in Business from Indiana State University and an M.B.A.a Master of Business Administration degree from the University of Illinois. He holds a Credit Risk Certification designation through The Risk Management Association and is a graduate of Southern Illinois University School of Banking.

Mark A. Franklin, Age 50

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Mr. LoweryFranklin is the Chief OperationsLending Officer of the Corporation and the Bank, serving since 2010.February 2022.  He joined the CorporationBank in 1990 and has heldJanuary 2020 as Senior Commercial Lending Executive for the Indianapolis Region.  Prior to joining the Bank, he served as a management position in Private Banking, as well as having beenRegion President for German American Bank from February 2009 to December 2019.  He received a Trust Investment Officer. Mr. Lowery received his B.A.B.S. degree from the University of Southern Indiana University and M.B.A.an M.A. degree from Indiana WesleyanBall State University.  Mr. Lowery holds several professional accreditations, including, a Financial Industry Regulatory Authority Series 7 license; Uniform Securities Agent Series 63 license; and a Uniform Investment Adviser Series 65 license. He is also an Accredited Fiduciary Investment Manager. Mr. Lowery is a graduate of the Cannon Financial Institute Trust Investment School and Private Banking School. Mr. Lowery also graduated from the ABA Stonier Graduate School of Banking.Banking and holds a Credit Risk Certification designation through The Risk Management Association. 

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The Corporation aspires to the highest ethical standards for its employees, officers and directors and remains committed to the interests of its shareholders. The Corporation believes it can achieve these objectives with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The Board has adopted policies and procedures designed to foster the appropriateTo maintain a level of corporate governance. Certaingovernance that is commensurate with contemporary risks, the Board updated various policies, procedures and committee charters in 2020, which are reaffirmed annually, including, but not limited to, the Code of these policiesBusiness Conduct and procedures are discussed below.

Consideration of Director Candidates

Pursuant to our Corporate Governance Guidelines, the Board is formally committed to seeking individuals of high personal and professional integrity who have the characteristics, skills, and experiences to meaningfully contribute to sound business leadership of the Corporation. The Board values diverse perspectives and believes varied skills, knowledge and experiences contribute to robust discussions and thorough analysis of matters presented at its meetings.

To this end, the Board has tasked the Governance and Nominating Committee with ongoing consideration of the evolving needs of the Board andas it searches for candidates who will fill any current or anticipated gaps. The Governance and Nominating Committee generally considers, among other matters, aevaluates the entirety of each candidate’s experience, skills, expertise, diversity, personalcredentials and professional integrity, character, business judgment, time availableconsideration must be given to serve, dedication, conflicts of interest and ability to overseeat least the Corporation’s business and affairs. following qualifications:

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The Governance and Nominating Committee does not havemust ensure that the initial list of candidates from which new nominees are chosen includes qualified individuals with a formal diversity policy; however, both the Board and the Governance and Nominating Committee believe it essential that Board members represent diverse experiences and viewpoints. The Governance and Nominating Committee considers the

Our Board regularly reviews and assesses the effectiveness of our leadership structure and will implement any changes as it deems appropriate. In February 2013,

Our Corporate Governance Guidelines do not have a fixed policy regarding the separation of the offices of Chairman and Chief Executive Officer, which provides the Board establishedwith flexibility to react to evolving circumstances and

Our Board has an active role, as a whole and also at the committee level, in overseeing management of the Corporation’s risks. The Board regularly reviews information regarding the Corporation’s financial results, operations and liquidity, as well as the risks associated with each.

Audit Committee

The Audit Committee oversees management of the Corporation’s financial risks, including the oversight of our internal audit function, our internal controls over financial reporting and our disclosure controls and procedures and our management of potential conflicts of interest.

Compensation and Employee Benefits Committee

The Compensation and Employee Benefits Committee is responsible for overseeing the management of risks relating to the Corporation’s executive compensation plans and arrangements. Among other things, this committee oversees the administration and operation of retirement, ESOP and 401(k) plans as well as the performance-based Amended and Restated 2011 Omnibus Equity Incentive Plan (“LTIP” or “2011 EIP”) and the 2011 Short-Term Incentive Compensation Plan (“STIP” or “2011 STIP”).

Governance and Nominating Committee

The Governance and Nominating Committee manages risks associated with the independence of the Board.

Enterprise Risk Management

The Director’s Enterprise Risk Management Committee and the Enterprise Risk Management Committee advise and assist the Board in its oversight and management of enterprise risk. The Enterprise Risk Management Committee is composed of Board members W. Curtis Brighton, William R. Krieble and Ronald K. Rich, the Chief Executive Officer, the Chief Operating Officer, the Chief Financial Officer, the Chief Credit Officer, Chief Risk Officer, the Chief Compliance Officer, the Chief Branch Banking Officer, the heads of Operations, Human Resources, Loan Review, Auditing, Information Technology, General Counsel, the Security Officer, the Chief Information Security Officer, and a representative from our subsidiary The Morris Plan Company of Terre Haute. The Director’s Enterprise Risk Management Committee is composed of Board members W. Curtis Brighton (Chairman), William R. Krieble, and Ronald K. Rich, who are responsible for, among other matters, coordinating risk management issues with other Board and management levelThese committees as well as establishing and maintaining effective policies, procedures and practices for identifying, measuring and mitigating enterprise risk. The Enterprise Risk Management Committee and the Director’s Enterprise Risk Management Committee receive regular reports from management and meet no less frequently than quarterly to discuss matters relating to the management of the various components of enterprise risk, including credit, interest rate, liquidity, compliance, technology, transaction, reputation and strategic risks. The Director’s Enterprise Risk Management Committee is composed of W. Curtis Brighton (Chairman), William R. Krieble, Thomas C. Martin, Paul J. Pierson, Ronald K. Rich, and Richard J. Shagley, all of whom are responsible for, by way of example not limitation, coordinating risk management issues with other Board and management-level committees as well as establishing and maintaining effective policies, procedures and practices for identifying, measuring and mitigating enterprise risk. Our management-level Enterprise Risk Management Committee is composed of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Credit Officer, Chief Lending Officer, Chief Risk Officer (Chairman), Chief Compliance Officer, Director of Branch Banking,

While each committee is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed about such risks through committee reports.

The Board has determined that a majority of theall current members of the Board including Messrs. Cox, Krieble, Rich, George, Dinkel, Voges, Brightonexcept Norman L. Lowery, Norman D. Lowery, and Gibson,Richard J. Shagley are independent, as independence is defined under revisedthe listing standards of the NASDAQ Global Select Market applicable to the Corporation.

The Board has adopted Corporate Governance Guidelines containing general principles regarding the functions of the Board and its committees. The Governance and Nominating Committee periodically reviews the Corporate Governance Guidelines and will recommend changes to the Board as it deems appropriate. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.first-online.comwww.first-online.bank on the “Investor Relations” page of the “About Us” section of the website under the link “Governance Documents.”

Any shareholder who desires to contact the Chairman of the Board, the Lead Independent Director or the other members of the Board or who desires to make a recommendation of a director candidate for consideration by the Governance and Nominating Committee, may do so electronically by sending an email to the following address: directors@ffc-in.com.directors@ffc-in.com. Alternatively, a shareholder can contact the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board by writing to: First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808. Communications received electronically or in writing are distributed to the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. For example, if any complaints regarding accounting, internal accounting controls and auditing matters are received, then they will be forwarded by the Secretary to the Chairman of the Audit Committee for review.

For further information, including electronic versions of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Employee Benefits Committee Charter and Governance and Nominating Committee Charter, please contact the Secretary of the Corporation, Rodger A. McHargue, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000 or visit our website at www.first-online.comwww.first-online.bank on the “Investor Relations” page of the “About Us” section of the website under the link “Governance Documents.”

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In accordance with its written charter adopted by the Board, the Audit Committee of the Board assisted the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Corporation. During 2017,2022, the Audit Committee met four times and the Audit Committee chair, as representative of the Audit Committee, discussed the interim financial information contained in each quarterly earnings announcement with management and the independent public accounting firm prior to public release.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent public accounting firm a formal written statement describing all relationships between the independent public accounting firm and the Corporation that might bear on the independent public accounting firm’s independence consistent with applicable requirements of the Public Company Accounting Oversight Board (United States) regarding the independent public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent public accounting firm any relationships that may impact the independent public accounting firm’s objectivity and independence and satisfied itself as to the independent public accounting firm’s independence. The Audit Committee also discussed with management, the internal auditors and the independent public accounting firm the quality and adequacy of the Corporation’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee reviewed both with the independent and internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee reviewed and discussed the audited financial statements of the Corporation as of and for the year ended December 31, 2017,2022, with management and the independent public accounting firm. Management represented to the Audit Committee that the Corporation’s financial statements as of and for the year ended December 31, 20172022, were prepared in accordance with accounting principles generally accepted in the United States. Management has the primary responsibility for the preparation of the Corporation’s internal controls and financial statements and the independent public accounting firm has the responsibility for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board.

Based on the above-mentioned review and discussions with management and the independent public accounting firm, the Audit Committee recommended to the Board that the Corporation’s audited financial statements be included in its 20172022 Annual Report on Form 10-K for filing with the SEC.

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EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

This Executive Compensation Discussion and Analysis (“CD&A”) describes our executive compensation program for our Named Executive Officers (“NEOs”) listed below. This CD&A also summarizes the Compensation and Employee Benefits Committee’s (“Compensation Committee” or “Committee”) process for making pay decisions, as well as its rationale for specific decisions related to the 20172022 performance year.

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NEO Position NEO Position Norman L. Lowery Chief Executive Officer and President (our “CEO”) Rodger A. McHargue Chief Financial Officer (our “CFO”) Norman D. Lowery Chief OperationsOperating Officer (our “COO”) Steven H. Holliday Chief Credit Officer Karen L. Milienu Mark A. Franklin Chief Branch BankingLending Officer ​ EXECUTIVE SUMMARY Our 20172022 Performance Our 2017 business plan called ​ 2022 was a year of records for us to continue our efforts to grow our business, improve operating performance and positionFirst Financial Corporation. Net income of $71.1 million was the Corporation for continued growth in the future. We achieved all of our objectives. Our improved 2017 performance compared to 2016 is not readily apparent from a review of our reported financial results. In 2016, our reported net income and earnings per share included the approximately $5.8 million net gain we realized upon the one-time sale of our insurance subsidiary. Like many others in our industry, our reported 2017 results were negatively impacted by a one-time charge due to the Tax Cuts and Jobs Act (TCJA) which was signed into law in late December. The TCJA required us to revalue our deferred tax assets in light of the lower tax rate and other changes in the TCJA, resulting in a non-cash charge of $6.3 million in the fourth quarter of 2017. The tables below show our 2016 and 2017 net income and earnings per share (EPS) after eliminating the effect of these one-time items on the reported results. We believe the resulting net income and EPS amounts are more useful when assessing our 2017 performance as compared to 2016.   Net Income (in millions) % Growth 2017 vs. 2016   2016 2017   Net Income, as reported $38.4 $29.1 -24.2% 2016: Eliminate gain on sale of insurance subsidiary (5.8)     2017: Eliminate TCJA charge   6.3   Adjusted Net Income (Non-GAAP) $32.6 $35.4 +8.6%   Fully Diluted Earnings Per Share (EPS) % Growth 2017 vs. 2016   2016 2017   EPS, as reported $3.12 $2.38 -23.7% 2016: Eliminate gain on sale of insurance subsidiary (0.47)     2017: Eliminate TCJA charge   0.52   Adjusted EPS (Non-GAAP) $2.65 $2.90 +9.4% Due to our performance and as part of our effort to actively manage capital, in December 2017 we paid our shareholders a special dividend of $1.50 per share, bringing dividends paid in 2017 to $2.50 per share. Additional 2017 performance highlights include the following: Total loans outstanding increased $67.6 million, or 3.68% to $1.90 billion as of December 31, 2017, from $1.84 billion as of December 31, 2016. Total deposits outstanding increased $30.1 million or 1.24% to $2.46 billion from the $2.43 billion as of December 31, 2016. Return on average assets for 2017 was .98% as reported, and 1.17% after eliminating the effect of the $6.3 million TCJA charge. Return on average shareholders’ equity for 2017 was 6.69% as reported, and 8.27% after eliminating the effect of the $6.3 million TCJA charge. highest ever recorded. Net interest income increased by 2.75% in 2017was also the highest ever recorded at $165.0 million. Total loans topped $3.0 billion for the first time during the year and ended the year at $3.07 billion, an 8.9% increase from 2016,2021. During 2022, we announced a branch consolidation strategy, demonstrating our commitment to balancing continued growth and net interest margin grewoperational efficiency. We believe we are well-positioned to 4.11% for 2017, up from 4.04% in 2016.grow long-term shareholder value. Financial highlights included: ● Net income of $71.1 million, or $5.82 per common share, compared to $53.0 million and $4.02, in 2021. ​ ● Dividends declared of $1.28, including a special dividend of $0.20 per common share, our 34th consecutive year of increased dividends. ​ ● Return on average assets of 1.41% in 2022 compared to 1.10% in 2021. ​ ● Return of an additional $27.3 million to our shareholders through the repurchase of 618,263 common shares during 2022. Credit quality remained strong as the ratio of net charge-offs to average loans outstanding during 2017 fell to 0.22% from 0.25% during 2016, nonperforming loans decreased 4.4% to $21.7 million as of December 31, 2017 versus $22.7 million as of December 31, 2016, and the ratio of nonperforming loans to total loans and leases was 1.14% as of December 31, 2017 versus 1.23% as of December 31, 2016. 2017 Shareholder Engagement and Say-On-Pay At our 2017 annual meeting, we held a non-binding advisory2022 Say-on-Pay Vote ​ In 2022, the say-on-pay vote on the compensation of our NEOs. This type of vote is commonly referred to as “Say-On-Pay.” We carefully consider the results of our shareholder Say-on-Pay vote from the previous year. At the meeting, approximately 89% of votes cast were in favor of approving the compensation of our NEOs. We interpreted this result as a strong endorsement of our compensation program’s design and direction. We continue to seek and highly value the perspectives of our investors and take into account feedback asregarding our executive compensation program continues to evolve over time. Most importantly, we are committed to ensuring thatreceived the support of 81.4% of the total votes cast at our ongoing program is designedAnnual Meeting. We did not conduct shareholder outreach in 2022 in the best interestssame manner as we did in 2021 and 2020. We did have conversations with current and prospective investors regarding our business and performance from time to time. We did not receive any comments or hear any concerns on the design of bothour executive compensation programs in those conversations. We plan to maintain an open dialogue with our shareholders to help ensure that we have ongoing and executives. Bestcurrent information on investor perspectives. ​ ​ ​ Strong Compensation Pay Policies & Practices 28 Table of Contents ​ Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives’ interests with those of our shareholders: ​ ​ WHAT WE DO WHAT WE DO NOT DO P Significant emphasis on performance-based, “at-risk” compensation x No non-performance basednon-performance-based incentive awards P Incentive award metrics that are objective and tied to key company performance metrics.metrics x No hedging or pledging transactions by executive officers or directors P Equity awards granted based on performance and which vest over three years to promote retention x No excise tax gross-ups in our employment agreements P Compensation recoupment “claw-back” policy. Incentive plans with threshold performance and associated payout levels, below which no incentive awards are paid. Threshold payouts for both the STIP and LTIP are 80% of target. x No automatic renewal (“evergreen”) provisions in our employment agreements.agreements P Incentive plans with capped maximum payouts (125% of target for the STIP for the CEO, 120% of target for the STIP for other NEOs and 150% of target for the LTIP for the CEO, 125% of target for the LTIP for the other NEOs) x No “single trigger” change in control severance P Compensation recoupment “claw-back” policy P Share ownership guidelines (for executives and directors) x No “single trigger” change in control severance P Maintain target total cash compensation and target total direct compensation for our Named Executive OfficersNEOs which, in aggregate, is aligned with market-competitive levels.levels 2017 ​ 2022 Compensation Actions Our shareholders approved our say-on-pay vote in 2016 by a lower percentage than prior years. In response, the Compensation Committee modified the 2017 performance goals under our annual and long-term incentive plans, as follows: The design of the CEO’s short-term incentive compensation was simplified to focus ​ As further detailed on two key Corporation metrics: net income, weighted 60% and efficiency ratio, weighted 40%. The target performance levels under our short-term incentive plan for both the net income and efficiency ratio measures for the CEO and our other NEOs were set at 105% of our 2017 business plan. As a result, for our CEO and other NEOs to earn a target short-term incentive payout, net income and efficiency ratio results would have to be substantially above our business plan. For 2016 and prior years, a target short-term incentive was earned for performance equal to our business plan. Performance goals for three of the four measures under the long-term incentive plan applicable to the CEO, CFO and COO similarly required 2017 performance to be 105% above the business plan. This additional stretch applied to the return on assets, return on equity and earnings per share (“EPS”) measures. The fourth measure, tangible book value, had a performance target aligned with the business plan. Our 2017 business plan and the performance goals for our short- and long-term incentive plans did not anticipate the TCJA-related charge we recognized at the end of 2017 or the special, $1.50 dividend we paid to our shareholders during the fourth quarter of 2017. The Compensation Committee determined it to be fair, appropriate and consistent with the purposes of our incentive plans to eliminate the effect of these two items on our financial results in assessing management’s performance against our performance goals. As a result,pages 34 through 40, the Compensation Committee took the following actions concerning the 2022 compensation of our CEO and other NEOs.NEOs: ​ ● Base Salaries. The Committee approved base salary adjustments of 3% for all the NEOs for 2022, except for Mr. McHargue, who received a base salary increase of 6% to better align his salary with the market, based on individual performance and experience considerations for each NEO. Salary adjustments were consistent with the overall salary increase budget of 3.0% for all employees. ​ ● Short-Term Incentive Compensation. Under our 2011 Short-Term Incentive Plan (“STIP” or “2011 STIP”), we used two Corporation-wide performance measures—net income and efficiency ratio—to assess the performance of our CEO. For our other NEOs, Bank-level net income and efficiency ratio, controllable Bank departmental and additional Bank measures were used. ​ ● Long-Term Incentive Compensation. We make awards to our CEO and other NEOs under our performance-based Amended and Restated 2011 Omnibus Equity Incentive Plan (“LTIP” or “2011 EIP”) in February of each year based on how we have performed against certain performance measures over the prior three-year period. For the awards made in February 2023, we used four measures—return on assets, return on equity, tangible book value and earnings per share. We granted awards in February 2023 based on performance through 2022. 29 Base Salaries. We made base salary increases in 2017 based on individual Table of Contents ​ The STIP and LTIP performance and experience considerations for each executive and for our NEOs other thanmeasures selected by the CEO, in continuation of our multi-year stepsCommittee tie to better align the base salariesexecution of those NEOs with our peer banksoperational and other competitors. Priorstrategic matters critical to these adjustments, those executives,building shareholder value. Target performance levels were paid base salaries below the market median identifiedestablished by the Committee’s independent compensation consultant. Short-Term Incentive Compensation. UnderCommittee at amounts requiring stretch performance relative to the Corporation’s Board-approved Corporation-wide, Bank and department budgets and strategic plans for 2022. These budgets and plans were developed following a rigorous process which took into account our short-term incentive plan (“STIP”), we used two Corporation-wide performance measures - net incomebusiness plans and efficiency ratio - to assessmarket conditions at the performancebeginning of our CEO. For our other NEOs, Bank-level net income and efficiency ratio, controllable Bank departmental and additional Bank measures were used. As shown in the tables on pages 26-27, the combination of adjusted, above-target and target performance on most of the performance measures (with the exception of below target performance on loan and deposit growth), resulted in a STIP payout at 105.95% of target for our CEO, and payouts ranging from 83.65% to 111.59% of target for the other NEOs. Long-Term Incentive Compensation. We make awards to our CEO and other NEOs under our performance-based long-term equity incentive plan (“LTIP”) in February of each year based on how we have performed against certain performance measures over the prior three-year period. For 2017 performance, we used four measures - return on assets, return on equity, tangible book value and EPS. We made awards in February 2018 based on performance through 2017. As shown in the table on page 29, except for tangible book value for which we performed slightly below target, we achieved performance above target in each of these categories. This resulted in LTIP awards of approximately 106% of target for the CEO and 104% to 106% of target for the other NEOs. 20172022. ​ 2022 CEO Compensation At-A-Glance The ​ Our CEO’s target total direct compensation (base salary, STIP and LTIP) offor 2022 was essentially unchanged relative to his target total direct compensation for 2021. However, our CEOCEO’s awarded compensation for 20172022 was approximately 4.5%12.65% higher than his total directawarded compensation for 2021 due to: ​ ● The CEO received a base salary increase of 3.0% in 2022, consistent with the overall salary increase budget of 3.0% for all employees. ​ ● Our record 2022 net income and strong efficiency ratio performance resulted in an above-target STIP payout of 118.84%. ​ ● Our record performance also resulted in a 2022 LTIP payout percentage of 107.09% for 2022. ​ Effect of Changes in 2016 basedPension Value on the following: The CEO’s base salary increased 2.9%Year-to-Year Changes in 2017, in line with the overall salary increases for our workforce. Although our 2017 performance was better than 2016, the CEO’s STIP payout as a percentage of target was less for 2017 than 2016, reflecting the impact of the stretch goals implemented for 2017. Reported Compensation ​ The 2017 LTIP payout percentage of 105.76% was aligned with the Corporation’s consistent business performance. Notwithstanding the slight increase in our CEO’s total direct compensation, the 2017 total compensation of ourthe CEO (base salary, STIP, LTIP, change in pension value and nonqualified deferred compensation earnings, and all other compensation), as reported in the Summary Compensation Table (SCT) on page 33 shows a substantial increase44, is down substantially in 2022 from the total compensation reported for 2016. The increase in reported compensation is due almost entirely to the amount reportedprior two years as the year-to-yearthere was no increase in the actuarial value of accumulated retirement benefits under our long-standing pension plans. For 2017, the increase in the actuarial value is primarily attributable to a significant drop in the interest rate used to compute such liabilities to 3.60% from the 4.14% applicable in 2016, and the decline in our CEO’s ESOP balance, which is an offset to these liabilities, caused by the decline in stock price during 2017. The increase in present value of the liabilities is not a current cash payment, nor does it represent incremental compensation awarded to our CEO by the Committee. ​ ​ WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM Compensation Philosophy ​ Our goal is to maintain a competitive, balanced compensation program that rewards our NEOs for current year performance and for the creation of long-term shareholder value, without exposing the Corporation to unreasonable risk, including credit, interest rate, liquidity, reputation, compliance and transaction risk. Our executive compensation philosophy is grounded on three fundamental principles: ​ ​ Principle Goal How It Is Accomplished Pay for Performance Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals. Establish corporate, bank, departmental, and individual goals consistent with our strategic plan and budget that provide the basis for the shortshort- and long-term metrics used to measure our success and the value that we create for shareholders. Competitiveness Pay at levels that will attract, motivate, and retain highly-qualified,highly qualified, talented executives who are focused on the long-term best interests of our shareholders. Reward our executives for Corporation, Bank and individual performance. Align compensation and variable incentives with measurable, objective, business results and appropriate risk management. 30 Table of Contents Shareholder Alignment Reinforce a culture of ownershipaccountability and long-term commitment to shareholder value creation. NEOs are required to be shareholders and own a minimum level of CompanyCorporation stock throughout their employment. The size of LTIP awards are based entirely on performance and vest over a three-year period. ​ Total Direct Compensation and Its Components To encourage our NEOs to execute our business plan and create shareholder value, we seek to align each executive’s compensation with our short-term and long-term financial goals. We focus on total direct compensation, which is the sum of base salary, short-term incentives, and long-term equity-based incentives. Our total direct compensation is weighted heavily toward results, with a substantial portion of direct total compensation “at risk,risk.” ​ The following table shows the principal components of total direct compensation, each one contributing to the accomplishment of our compensation program goals: ​ Component Role Total Direct Compensation Component Role Base Salary Fixed cash compensation based on competitive pay levels, the executive’s performance, level of responsibility, experience and tenure to facilitate the acquisition and retention of talented, experienced management. Short-Term Incentive (“STIP”) Annual variable compensation, payable in cash, based on the achievement of pre-determined objective, corporateCorporation or bankBank performance goals to reward execution and performance which support and drive shareholder value. Long-Term Incentive (“LTIP”) Equity compensation awarded in February of each year based on the achievement of pre-established, long-term, objective, performance goals over a three-year period to align the executive’s compensation with the prudent management of the Corporation’s assets and earnings growth objectives. ​ ​ ​ 31 Table of Contents Pay Mix ​ The charts below show the target total direct compensation of our CEO and our other NEOs for fiscal 2017.year 2022. These charts illustrate that a large portion of NEO total direct compensation is variable (52% for our CEO (51.6%) and an average of 40% for our other NEOs)NEOs (an average of 42.9%). ​ ​ THE PROCESS FOR SETTING EXECUTIVE COMPENSATION Role of the Compensation and Employee Benefits Committee The Compensation Committee is responsible for determining our executive compensation philosophy and the establishment, implementation and monitoring of our executive compensation program. The Committee is composed entirely of independent Directors as determined under the rules of the NASDAQ Global Select market. Market. Each year, the Compensation Committee reviews our executive compensation program to assure that the program and the compensation for each NEO are consistent with our compensation philosophy and, specifically, that a substantial portion of our NEOs’ compensation is paid only if pre-established, objective performance goals are met or exceeded. In exercising its duties, the Committee considers all elements of our executive compensation program, as well as individual performance, Corporation and Bank performance and market compensation considerations. The Compensation Committee determines the appropriate allocation of each NEO’s potential compensation among base salary, short-term incentive compensation, long-term incentive compensation and other components. Based on our strategic plan and budget, the Committee sets the appropriate goals and measures under the STIP and LTIP and communicates those goals and measures to covered NEOs in February. ​ Each year, the Compensation Committee also reviews our performance compared to short-term and long-term objectives, reviews our executive officer pay practices, evaluates risks associated with our executive compensation program and approves all awards under our short-term and long-term incentive plans. The Committee reports its decisions to the Board. ​ Selecting Performance Measures and Establishing Performance Goals In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s Board-approved annual strategic plan and budget. The Committee then selects performance measures determined to be important to the Corporation’s, the Bank’s or a department’s successful execution of the strategic plan and performance to meet or beat the budget for the coming year. The Committee then establishes the performance goal for each performance measure based on the anticipated business levels and initiatives underlying the strategic plan and budget. The performance goals are intended to be stretch goals which are achievable through sustained execution of the strategic plan and without subjecting the Corporation to undue risk. ​ 32 Table of Contents Setting Performance Goals In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s annual strategic plan and budget, which were approved by the Board in November and December of the preceding year. The Committee establishes a target performance goal for performance measures determined to be important to the Corporation’s, the Bank’s or a department’s overall performance for the coming year. The performance goal for each of the performance measures is intended to be a stretch goal achievable through sustained execution of the strategic plan, with certain target goals set at 105% of plan. The Committee assigns weights to each of performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures. The Committee assigns weights to each of performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures. ​ Our current STIP performance measures focus on net income and efficiency, and our LTIP performance measures focus on earnings per share, return on average assets, return on average equity and tangible book value. We believe these measures, which are within management’s control, most closely align management with the interest of shareholders. These fundamental measures have the greatest long-term controllable influence on share price. ​ Role of Management ​ Each year, prior to any adjustments in compensation, our CEO provides the Compensation Committee with a review of our strategic and financial performance and the compensation and performance of all NEOs other than himself. The CEO may make recommendations regarding the compensation of those NEOs to the Committee for review and approval. The Committee generally requests information relevant to its determinations from Corporation personnel, including our Chief Financial Officer. However, no NEO other than our CEO attends Committee meetings. The Committee invites our CEO to attend its meetings at which it discusses the compensation of NEOs,NEOs; however, our CEO does not attend the portion of Committee meetings at which his compensation is discussed. The Corporation’s Human Resources Management provides information and other support to our CEO and the Committee in connection with the Committee’s deliberations. ​ Role of Outside Consultants ​ The Compensation Committee is authorized to retain its own advisors. For 2017,2022, the Committee retained Pearl Meyer to serve as its independent compensation consultant. The Committee chose Pearl Meyer based upon the firm’s strong experience and reputation in working with banking organizations. Under its engagement letter, Pearl Meyer acknowledged that the firm was retained by and performs its services for the Committee. The Committee reviewed information provided by Pearl Meyer and did not identify conflicts of interest relating to Pearl Meyer’s work for the Committee. In performing work for the Committee, Pearl Meyer interacts with management as part of the process for developing information and data required by the Committee. Pearl Meyer has advised the Committee that our executive compensation program is generally aligned with market practice and that total cash compensation (base salary and STIP)STIP awards) and total direct compensation (base salary, STIP and LTIP)LTIP awards) approximates the peer group median. ​ The Role of the Compensation Peer Group For purposes of helping ​ In setting 2022 compensation levels for the NEOs, the Compensation Committee make decisions about setting compensation levels, Pearl Meyer, with input from management, developedused the following peer group of regional banks for 2017: listed in the table below. This peer group was determined by the Committee, and with input from management, based on an in-depth review by its independent compensation consultant, Pearl Meyer: ​ Compensation Peer Group 1st Source Corporation Great Southern Bancorp Inc. City Holding Co. Horizon Bancorp CNB Financial Corp. Independent Bank Corporation Community Trust Bancorp, Inc. Lakeland Financial Corp. First Busey Corporation Macatawa Bank Corporation First Mid-IllinoisMid Bancshares, Inc. MidWest One Financial Group, IncInc. German American Bancorp Inc. Peoples Bancorp, Inc. 33 Table of Contents The Compensation Committee, Pearl Meyer and management believe these companies represent a good cross-section of similarly-sizedsimilarly sized financial institutions which, like us, operate significant branch networks outside of metropolitan areas. In its review, Pearl Meyer also found the design of the Corporation’s executive compensation program to be generally consistent with market best practices and the design of the peers. Pearl Meyer noted that the total direct compensation of our NEOs approximates market median levels. The market median levels developed by Pearl Meyer reflected data from the peer group, as well as published compensation data. The Compensation Committee reviews market data in establishing compensation levels, but it does not tie its determinations to a particular benchmark. 2017 ​ 2021 NEO COMPENSATION Elements of Compensation Base Salary. Base salary is a fixed component of total cash compensation. The Compensation Committee attempts to set base salaries for a particular executive position at a level that recognizes the executive’s contributions and importance to the organization and will facilitate the attraction and retention of a skilled management team. ​ The starting point for determining any adjustments to a NEO’s base salary is the annual increase in the Corporation’s annual salary pool approved by the full Board. Individual base salary increases for all employees, including the NEOs, are awarded as allocations from that salary pool. In establishing the amount of the pool, the Compensation Committee and the Board consider general economic conditions (such as inflation and recessionary factors), the performance of the Corporation and the Bank and other sources of information. ​ The Compensation Committee adjusts the base salary of a NEO after reviewing his or her performance over the past fiscal year. The Committee’s review focuses on the NEO’s attainment of pre-determined, objective performance goals, supervisory skills, dependability, initiative, skill level and overall valuecontribution to the Corporation. The Committee considers all of these factors as a whole, without giving a pre-established weighting to any particular factor and determines any adjustment to the NEO’s base salary. In addition, the Compensation Committee considers the base salaries of our NEOs relative to benchmarking data and recommendations provided by its independent compensation consultant. consultant, Pearl Meyer. ​ The table below shows theCompensation Committee approved base salary increases for 2017, which were higher than the salary pool percentageof 3.0% for all the NEOs, except the CEO, due primarily to the continuation of staged increases in response to below marketfor Mr. McHargue, who received a base salary positioning priorincrease of 6% to better align his salary with the adjustments. NEO 2016 Base Salary 2017 Base Salary % Change Norman L. Lowery $654,300 $673,000 2.86% Rodger A. McHargue $232,500 $247,300 6.37% Norman D. Lowery $240,400 $270,120 12.55% Steven H. Holliday $221,400 $231,147 4.4% Karen L. Milienu $175,200 $194,743 11.15% market, as shown in the table below. ​ ​ NEO 2021 Base Salary ​ 2022 Base Salary % Change Norman L. Lowery $717,730 $739,262 3.00% Rodger A. McHargue $305,070 $323,468 6.00% Norman D. Lowery $350,777 $361,300 3.00% Steven H. Holliday $265,982 $274,000 3.00% Mark A. Franklin — $274,000 N.M.* *Mr. Franklin was appointed Senior Vice President, Chief Lending Officer in February 2022, and his base salary for 2022 was increased to reflect his promotion and new position. ​ Short-Term Incentive Compensation. The Compensation Committee makes annual incentive awards to the NEOs and other management employees pursuant to the STIP. Each year, the Committee establishes and approves the 34 Table of Contents target award levels for each NEO, performance goals for various Corporation, Bank or departmental performance measures, and the relative weight accorded to each performance goal. ​ Target Award Levels. The target award amounts for 20172022 are set forth in the following table. The target award amounts, as a percentage of base salary, are slightly belowwere unchanged from 2021 and approximate the benchmarked market median. NEO 2017 Target Award Level (% of base salary) 2017 Target Award Level ($) Norman L. Lowery 46.4% $312,272 Rodger A. McHargue 35% $88,561 Norman D. Lowery 35% $95,542 Steven H. Holliday 35% $80,901 Karen L. Milienu 25% $48,686 ​ NEO 2022 Target Award Level (% of base salary) 2022 Target Award Level ​ Norman L. Lowery 46.4% $343,018 Rodger A. McHargue* 35% $115,069 Norman D. Lowery 35% $126,455 Steven H. Holliday 35% $95,900 Mark A. Franklin 35% $95,900 *Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $328,768, which comprises his base salary of $323,468 and subsidiary board fees of $5,300. ​ Performance Goals, Measures, and Scorecard Results. The STIP uses a “scorecard” approach. Here’sHere is how it works: ​ ● The amount of the STIP award earned is determined based on an overall score. ● The overall score is the sum of the weighted scores achieved for each of the performance measures. ● The weighted score is the score for the particular performance measure multiplied by the weight assigned to that measure. ● The score for a performance measure is equal to the percentage of the target performance goal achieved for that performance measure. For example, if the level of performance is equal to the target performance goal, the score for that performance measure will be 100%. If the level of achievement is 85% of the target goal, the score will be 85%, and, if the level of achievement is 140% of the target goal, the score will be 140%. Scores earned for a performance measure may range from 0% to 200%; however, the maximum overall score cannot exceed 125% for the CEO and 120% for the NEOs, and the minimum overall score at which a STIP award may be earned is 80%. If the overall score falls below 80%, then no STIP award is earned. ● The amount of the STIP earned is determined by multiplying the overall score times the executive’s target bonus amount. ​ The amountCommittee may adjust Corporation or Bank results when determining the percentage of the STIP award earned is determined based on an overall score. The overall score is the sum of the weighted scores achieved for each of the performance measures. The weighted score is based on the score for the particular performance measure multiplied by the weight assigned to that measure. A score of 100% is earned for a performance measure by achieving the target performance goalachieved. For 2022, management recommended that the Committee adjust the Corporation’s and Bank’s net income results by excluding $2.5 million of excess income from a bank-owned life insurance death benefit. The Committee approved the adjustment which lowered the Corporation’s and the Bank’s performance results for that measure. A score above or below 100% is earned forall net income-based performance above or belowmeasures (net income, efficiency ratio, return on assets and return on equity) applicable to the goal. The amount of the2022 STIP earned is determined by multiplying the overall score (the sum of the performance scores for the performance measures) times the executive’s target bonus amount. No STIP award is earned if the overall score is less than 80%. The maximum overall score is 125% for the CEOawards and 120% for the other NEOs. In February 2017, the Compensation Committee established goals based upon the Board-approved business plan and budgets. LTIP awards. ​ For our CEO, Mr. Norman L. Lowery, the performance measures related towere Corporation-wide net income and efficiency ratio, weighted 60% and 40%, respectively. The Committee determined that these Corporation-wide performance measures were appropriate in light of Mr. Lowery’s position as our CEO and both targets were set at 105% above the 2017 businessCorporation’s strategic plan to incorporate additional stretchcontinue to achieve adrive net income and manage expenses across the entire Corporation. The net income target level payout. As noted, our 2017 business plan and the resulting performance goals did not anticipate the impactreflected 103% of the accounting charge we recognized at the endCorporation’s budget. ​ 35 Table of 2017 due to the TCJA. The Committee eliminated the effect of the TCJA accounting charge when assessing management’s performance against the short-term incentive performance goals.Contents The table below provides an overview ofsets forth Mr. Lowery’s performance measures, and their respective, target performance goals, the results (adjusted to eliminate the impact of the TCJA accounting charge), and levels of achievement against the goals, weightings and resulting scores. The result and level of achievement for each measure set forth in the table is based on the adjusted (reduced) net income approved by the Committee. ​ Mr. Norman L. Lowery: 20172022 Scorecard Performance Measure Target Goal ($000) Result, as adjusted ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $32,915 $35,413 107.59% 60% 64.55% Efficiency Ratio 63.88% 61.72% 103.49% 40% 41.40% Overall Score         105.95% The ​ Performance Measure Target Goal ($000) Result ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $56,644 $68,596 121.10% 60% 72.66% Efficiency Ratio 64.46% 55.83% 115.46% 40% 46.18% Overall Score         118.84% ​ For our other NEOs, the performance measures forselected by the other NEOs areCommittee were tied to Bank and/or departmental performance.performance and the NEOs’ area of responsibility. For each of these NEOs, substantial weighting was given to the net income, and efficiency ratio targetsand departmental controllable expenses performance measures to reinforce the strategic focus on net income and expense control. The net income target reflected 105%103% of the Bank’s business plan.budget. Additional performance measures applicable to our Chief Credit Officer, Mr. Holliday, and Chief Lending Officer, Mr. Franklin, related to loan growth and asset quality. The tables below provide an overview ofset forth the performance measures and their respective target performance goals,goal, results, (adjusted to eliminate the effect of the TCJA-charge), and levels of achievement against the goals, weightings and resulting scores for each of the other NEOs. The result and level of achievement for each of the net income and efficiency ratio performance measures set forth in the tables are based on the adjusted (reduced) net income approved by the Committee. ​ Mr. Rodger A. McHargue: 20172022 Scorecard Performance Measure Target Goal ($000) Result ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $56,580 $68,250 120.63% 50% 60.31% Efficiency Ratio 64.54% 59.88% 107.78% 25% 26.95% Dept. Controllable $1,181 $1,161 101.68% 25% 25.42% Overall Score         112.68% ​ ​ Mr. Norman D. Lowery: 2022 Scorecard Performance Measure Target Goal ($000) Result ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $56,580 $68,250 120.63% 50% 60.31% Efficiency Ratio 64.54% 59.88% 107.78% 25% 26.95% Dept. Controllable $9,606 $9,639 99.65% 25% 24.91% Overall Score         112.17% ​ 36 Table of Contents ​ Mr. Steven H. Holliday: 2022 Scorecard Performance Measure Target Goal ($000) Result ($000) Level of Achievement  (% of Goal) Weighting Resulting Score Net Income $56,580 $68,250 120.63% 40% 48.25% Efficiency Ratio 64.54% 59.88% 107.78% 20% 21.56% Non-Performing Loans 0.90% 0.48% 187.50% 2.50% 4.69% Delinquency 0.90% 0.79% 113.92% 2.50% 2.85% Total Loan Controllable $74,148 $70,667 95.31% 10% 9.53% Total Loan Growth 7.24% 10.83% 149.50% 15% 22.43% Net Charge-Offs/Loans 0.12% 0.21% 57.14% 5% 2.86% Total Loan NIM 3.57% 3.26% 91.32% 5% 4.57% Overall Score         116.72% ​ Mr. Mark A. Franklin: 2022 Scorecard Performance Measure Target Goal ($000) Result ($000) Level of Achievement  (% of Goal) Weighting Resulting Score Net Income $56,580 $68,250 120.63% 40% 48.25% Efficiency Ratio 64.54% 59.88% 107.78% 20% 21.56% Non-Performing Loans 0.90% 0.48% 187.50% 2.50% 4.69% Delinquency 0.90% 0.79% 113.92% 2.50% 2.85% Total Loan Controllable $74,148 $70,667 95.31% 10% 9.53% Total Loan Growth 7.24% 10.83% 149.50% 15% 22.43% Net Charge-Offs/Loans 0.12% 0.21% 57.14% 5% 2.86% Total Loan NIM 3.57% 3.26% 91.32% 5% 4.57% Overall Score         116.72% ​ ​ 37 Performance Measure Target Goal ($000) Result, as adjusted ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $29,356 $33,012 112.45% 50% 56.23% Efficiency Ratio 65.66% 63.71% 103.06% 25% 25.77% Dept. Controllable $546 $561 97.41% 25% 24.35% Overall Score         106.35% Mr. Norman D. Lowery: 2017 Scorecard Table of Contents Performance Measure Target Goal ($000) Result, as adjusted ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $29,356 $33,012 112.45% 50% 56.23% Efficiency Ratio 65.66% 63.71% 103.06% 25% 25.77% Dept. Controllable $5,565 $5,209 106.83% 25% 26.71% Overall Score         108.70% Mr. Steve Holliday: 2017 Scorecard Performance Measure Target Goal ($000) Result, as adjusted ($000) Level of Achievement  (% of Goal) Weighting Resulting Score Net Income $29,356 $33,012 112.45% 40% 44.98% Efficiency Ratio 65.66% 63.71% 103.06% 20% 20.61% Non-Performing Loans 1.90% 1.36% 139.71% 5% 6.99% Delinquency 1.00% 0.75% 133.33% 5% 6.67% Total Loan Controllable $68,780 $66,741 97.04% 10% 9.70% Total Loan Growth 5.78% 3.75% 64.76% 10% 6.48% Net Charge-Offs/Loans 0.18% 0.08% 225.00% 5% 11.25% Total Loan NIM 2.90% 2.85% 98.28% 5% 4.91% Overall Score         111.59% Ms. Karen Milienu: 2017 Scorecard Performance Measure Target Goal ($000) Result, as adjusted ($000) Level of Achievement (% of Goal) Weighting Resulting Score Net Income $29,356 $33,012 112.45% 20% 22.49% Return on Assets 0.98% 1.14% 115.94% 20% 23.19% Return on Equity 7.26% 8.15% 112.20% 20% 22.44% Product Controllable $23,351 $22,563 96.62% 10% 9.66% IL Growth 6.00% 2.51% 41.89% 10% 4.19% Deposit Growth 4.35% 0.37% 8.40% 20% 1.68% Overall Score         83.65% 2017 2022 STIP Payouts. The NEOs were awarded the following STIP awards based on their overall scorecard results as follows: NEO 2017 Target Award Level (% of base salary) 2017 Target Award Level ($) Overall Scorecard Result Actual STIP Earned ($) Norman L. Lowery 46.4% $312,272 105.95% $330,853 Rodger A. McHargue 35% $88,561 106.35% $94,180 Norman D. Lowery 35% $95,542 108.70% $102,767 Steven H. Holliday 35% $80,901 111.59% $90,277 Karen L. Milienu 25% $48,686 83.65% $40,726 ​ NEO 2022 Target Award Level (% of base salary) 2022 Target Award Level Overall Scorecard Result Actual STIP Earned Norman L. Lowery 46.4% $343,018 118.84% $407,652 Rodger A. McHargue* 35% $115,069 112.68% $129,657 Norman D. Lowery 35% $126,455 112.17% $141,848 Steven H. Holliday 35% $95,900 116.72% $111,936 Mark A. Franklin 35% $95,900 116.72% $111,936 Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points. ​ *Mr. McHargue’s Target Award Level of 35% is applied to his total annual compensation of $328,768, which comprises his base salary of $323,468 plus subsidiary board fees of $5,300. ​ Long-Term Incentive Compensation. Our NEOs are eligible receive LTIP awards under our shareholder-approved First Financial Corporation 2011 Equity Incentive Plan. The size of each LTIP award made to our NEOs depends on two key factors: 1) the NEO’s target award level, which is stated as a percentage of base salary; and 2) the Corporation’s or Bank’s performance during the preceding three years measured against the goals established by the Compensation Committee. ​ The performance-based LTIP awards are made in restricted stock having a grant date value equal to the LTIP award earned. The restricted stock vests in three equal installments beginning on December 31 of the year of the grant and the following two years. The Compensation Committee believes the use of performance criteria for determining the size of the LTIP award, followed by a three-year vesting schedule, reinforces both the long-term incentive and retention purposes of the LTIP award while establishing an appropriate balance of risk and incentive. ​ Target Award Levels. The LTIP award target for awards granted in February 20182023 based on performance through 20172022 are set forth in the table below. In aggregate, these target award amounts, as a percentage of base salary, are aligned with the market median, but vary above or below median on an individual basis. ​ NEO 2017 2020–2022  Target Award Level Norman L. Lowery 60% Rodger A. McHargue 40% Norman D. Lowery 40% Steven H. Holliday 40% Karen L. Milienu Mark A. Franklin 20% 40% ​ Performance Measures. For the three-year performance period ending December 31, 20172022 (“2015-20172020–2022 performance period”), the Compensation Committee approvedcontinued to use the following performance measures on which to base the amount of the LTIP award:awards: return on average assets, return on average equity, tangible book value and EPS.earnings per share (“EPS”). The Committee believes sustained performance in each of these measures should generate long-term value and use of these measures serves to further align the interests of management with our shareholders. ​ 38 Table of Contents The Compensation Committee establishes a performance goal for each of these measures based on the Corporation’s and Bank’s strategic plan and budgets and weights the goals based on the Committee’s assessment of the relative importance of the measure to overall shareholder value. The scores with respect to each performance measure are determined in a similar manner to the way scores are determined under the STIP. The amount of ana NEO’s LTIP award is based on the overall score achieved and the NEO’s LTIP award target. The maximum overall score is 150% and maximum award is 150% of target for the Chief Executive Officer. The maximum overall score for the Chief Financial Officer, Chief Operating Officer, Chief Credit Officer and Chief Lending Officer is 125% and the maximum award is 125% of target. No LTIP award is earned if the overall score is below 80%. ​ The amount of LTIP earned for the 2015 - 20172020–2022 performance period by each NEO reflects both the target award opportunity for each NEO and the overall performance result. In accordance with SEC disclosure rules, the LTIP award based on performance through December 31, 20172022, and granted in February 20182023 will be reported in the 20192024 proxy statement. ​ For our CEO, Mr. Norman L. Lowery, the performance measures relate to Corporation-wide performance. The table below provides an overview ofsets forth Mr. Lowery’s performance measures and their respective target performance goals, results (as(based on the Committee-approved adjusted to remove the effect of the TJCA charge and, in the case of the tangible book value metric, the special dividend)amounts), and levels of achievement against the goals, weightings and resulting scores for the LTIP awards granted in February 20182023 based on performance through the end of 2017. Mr. Norman L. Lowery: 2015 - 2017 Scorecard Performance Measure Target Goal Result (as adjusted) Level of Achievement (% of Goal) Weighting Resulting Score Return on Assets 1.06% 1.17% 110.33% 20% 22.07% Return on Equity 7.70% 8.27% 107.45% 15% 16.12% Tangible Book Value $33.31 $33.14 99.49% 30% 29.85% EPS $2.69 $2.90 107.81% 35% 37.73% Overall Score         105.76% 2022. The result and level of achievement for each of the performance measures set forth in the table (other than tangible book value) are based on the adjusted (reduced) net income approved by the Committee. ​ Mr. Norman L. Lowery: 2020–2022 Scorecard Performance Measure Target Goal Result Level of Achievement (% of Goal) Weighting Resulting Score Return on Assets 1.19% 1.27% 106.72% 20% 21.34% Return on Equity 9.06% 10.84% 119.65% 15% 17.95% Tangible Book Value $41.28 $31.18 75.53% 30% 22.66% EPS $4.35 $5.61 128.97% 35% 45.14% Overall Score         107.09% ​ The performance measures for the other NEOs, other than tangible book value and EPS, are tied to Bank performance. The table below provides a summaryresult and level of achievement for each of the performance measures and their respective, target performance goals, actual results, and levels of achievement againstset forth in the goals, weightings and resulting scores for the LTIP awards granted in February 2018 to all the NEOstable (other than the CEO)tangible book value) is based on performance through the end of 2017.adjusted (reduced) net income approved by the Committee. ​ 2020–2022 LTIP Scorecard for Messrs. McHargue, Norman D. Lowery, Holliday, and Franklin. Performance Measure Target Goal Result Level of Achievement (% of Goal) Weighting Resulting Score Return on Assets 1.18% 1.21% 102.54% 20% 20.51% Return on Equity 9.25% 11.16% 120.65% 15% 18.10% Tangible Book Value $41.28 $31.18 75.53% 30% 22.66% EPS $4.35 $5.61 128.97% 35% 45.14% Overall Score         106.40% ​ ​ 2015-2017 LTIP Scorecard for Mr. McHargue and Mr. Norman D. Lowery. 39 Table of Contents Performance Measure Target Goal Result (as adjusted) Level of Achievement (% of Goal) Weighting Resulting Score Return on Assets 0.97% 1.02% 105.59% 20% 21.12% Return on Equity 7.42% 7.69% 103.59% 15% 15.54% Tangible Book Value $33.31 $33.14 99.49% 30% 29.85% EPS $2.69 $2.90 107.81% 35% 37.73% Overall Score         104.24% 2015-2017 LTIP Scorecard for Mr. Holliday and Ms. Milienu. Performance Measure Target Goal Result (as adjusted) Level of Achievement (% of Goal) Weighting Resulting Score Return on Assets 0.97% 1.02% 105.59% 20% 21.12% Return on Equity 7.42% 7.69% 103.59% 15% 15.54% Tangible Book Value $33.31 $33.14 99.49% 30% 29.85% EPS $2.57 $2.90 112.84% 35% 39.49% Overall Score         106.00% 2017 2020–2022 LTIP Grants. The NEOs earned the following LTIP awards based on their overall scorecard results as follows: NEO Target Award Level (% of base salary) Target Award Level ​ Overall Scorecard Result Actual LTIP Awarded ​ Norman L. Lowery 60% $443,557 107.09% $475,003 Rodger A. McHargue 40% $131,507 106.40% $139,928 Norman D. Lowery 40% $144,520 106.40% $153,774 Steven H. Holliday 40% $109,600 106.40% $116,618 Mark A. Franklin 40% $109,600 106.40% $116,618 Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points. ​ ​ 40 Table of Contents NEO Target Award Level (% of base salary) Target Award Level ($) Overall Scorecard Result Actual LTIP Awarded ($) Norman L. Lowery 60% $403,800  105.76% $427,067 Rodger A. McHargue 40% $101,212 104.24% $105,499 Norman D. Lowery 40% $108,048 104.24% $112,624 Steven H. Holliday 40% $92,459 106.00% $98,004 Karen L. Milienu 20% $38,949 106.00% $41,285 OTHER PRACTICES, POLICIES & GUIDELINES Retirement Benefits We believe retirement and other post-employment benefits can be a powerful motivational tool for attracting and retaining key executives, including the NEOs. ​ Our three qualified retirement plans are the First Financial Corporation 401(k) Savings Plan (“Savings Plan”), the First Financial Corporation Stock Ownership Plan (“ESOP”), and the First Financial Corporation Employees’ Pension Plan (“Pension Plan”). Savings Plan. The Savings Plan allows eligible employees to contribute a portion of their compensation on a before-tax basis. Participants may direct the investment of their plan accounts among a diversified range of investment options. For those participants who are not eligible for future benefit accruals under the Pension Plan, the Corporation may, in its discretion, match the participant’s contributions (up to 4% of compensation) and make non-matching contributions. ​ ESOP.The Corporation and its participating subsidiaries and affiliates may make contributions to the ESOP in the form of Corporation stock or cash to be invested primarily in Corporation stock. The amount of any contributions is determined by the Board of the Corporation. The value of a participating employee’s benefit under the ESOP depends on the value of the shares of Corporation stock and any other amounts allocated to his or her account. ​ Pension Plan. The Pension Plan is a defined benefit plan that provides each participant with a benefit based on the participant’s compensation and service, which is then offset by the value of the participant’s benefit under the ESOP. This type of arrangement is commonly referred to as a floor-offset arrangement. Future accruals under the Pension Plan were frozen for participants at the end of 2012, except for certain long-service, retirement-eligible or other employees who were grandfathered at that time. Each of our CEO and other NEOs, other than Mr. Holliday and Mr. Franklin, continue to accrue benefits under the Pension Plan. ​ Internal Revenue Code limits on the amount of benefits that may be earned under qualified plans can result in highly paid individuals, such as our executive officers, including the NEOs, receiving a substantially lower benefit (as a percentage of compensation) than other participating employees. We have adopted nonqualified retirement plans to make-upmake up for these benefit reductions. Information relating to qualified and nonqualified plans accompanies the “Pension Benefits” table on page 46 and the “Nonqualified Deferred Compensation” table on page 36. 47. ​ Employment Agreements We have entered into employment agreements with each of our NEOs. We entered into these agreements to be consistent with competitive practice, as the use of such agreements is commonplace among financial institutions like ours. Our employment agreements have a fixed, two-year term which may be extended annually by the Committee. Additional information regarding the employment agreements can be found under “Executive Compensation—Employment Agreements” on pages 47 to 50. ​ Perquisites ​ The Corporation provides limited perquisites to executive officers; however, it does sponsor a life insurance program for the NEOs of the Bank. Under the life insurance program, the Bank purchased a whole life insurance policy on behalf of, and pays the premiums on behalf of, each executive officer of the Bank. The policy is owned by the individual and is intended to be fully paid at age 65 for those who were 55 or older, and at age 60 for those who were less than 55 years of age at the time the individual joined the Bank. ​ Assessment of Incentives for Excessive Risk-Taking ​ Each year, the Compensation Committee evaluates the material operational risks to the Corporation, which include credit, interest rate, liquidity, reputation, compliance and transaction risk as well as the added potential for loss that could result from any of our compensation programs. The Committee also charges the Corporation’s General 41 Table of Contents Auditor with performing a risk assessment of the incentive compensation program. Based on a review of these risks and the report of the General Auditor, the Committee has determined that the Corporation’s compensation arrangements and policies do not encourage excessive risk-taking. ​ Share Ownership and Retention Guidelines ​ Share ownership and retention guidelines help to foster a focus on long-term growth. The Board has adopted stock ownership guidelines applicable to our NEOs. Under those guidelines, our CEO is required to own a number of shares of the Corporation’s common stock equal in value to $500,000 and other NEOs are required to own a number of shares equal in value to $150,000. Except for purposes of exercising statutory diversification rights under the ESOP, our covered executives may not dispose of shares until they have satisfied the guidelines. Covered executives are expected to comply with the guidelines as soon as practicable and in no event later than five years after the date they become a covered executive. In the case of individuals who were covered executives when the guidelines became effective, compliance is required within five years of the effective date. Messrs. Norman L. Lowery, McHargue, Norman D. Lowery, Holliday and Ms. MilienuHolliday currently meet the guidelines. Mr. Franklin became a Named Executive Officer in 2022 and has until 2027 to comply with these guidelines. ​ Prohibition on Hedging and Pledging Our NEOs and directors are prohibited from engaging in hedging or monetization transactions with respect to the securities of the Corporation. In addition, our Insider Trading Policy includes a prohibition on holding Corporation securities in a margin account or otherwise pledging securities of the Corporation by our executive officers and directors. ​ Executive Compensation Recovery Policy/Claw Back Policy ​ We can recover or “claw back” all or a portion of an incentive compensation payment which was based on erroneous data due to our material noncompliance with any financial reporting requirement under securities laws which resulted in an accounting restatement. The claw back applies to incentive compensation described above which was paid within three years preceding the date of the accounting restatement. In that instance, the participant is required to repay the excess amount which would not have been paid to the participant but for the accounting restatement. ​ Tax Deductibility Cap on Executive Compensation For 2017, ​ Section 162(m) of the Internal Revenue Code generally disalloweddisallows a federal tax deduction to public companies for annual compensation over $1 million, other than qualifying performance-basedin any tax year to specified executive officers to the extent that the compensation paid to eachsuch executive officer during the tax year exceeds $1 million. ​ The Committee believes that tax deductibility is only one of a company’s CEOseveral relevant considerations in setting compensation and NEOs (other thanthat the Chief Financial Officer). The amount of annual base salary and STIP paid to our CEO and other covered NEOs has generally been below the $1 milliontax deduction limitation. However, LTI and other compensation paid maylimitation should not be deductible because it exceedspermitted to compromise the limitation or did not meet the performance-based or other requirements for deductibility under Section 162(m). Effective for 2018 and subsequent years the TCJA amended Section 162(m)Compensation Committee’s ability to among other things, extend the deduction limitationstructure its compensation to provide benefits to the Chief Financial OfficerCorporation that outweigh the potential benefit of the tax deduction. Accordingly, the Committee has and eliminate the exceptionwill continue to approve compensation that is not deductible for performance-based compensation.federal income tax purposes. ​ 42 Table of Contents ​ Compensation Committee Report The Compensation and Employee Benefits Committee of the Corporation has reviewed and discussed this Compensation Discussion and Analysis with management, and, based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement. proxy statement. Members of the Compensation and Employee Benefits Committee: William J. Voges, Chairman Anton H. George William R. Krieble Thomas C. Martin Ronald K. Rich ​ ​ 43 Table of Contents EXECUTIVE COMPENSATION Summary Compensation Table The following table sets forth the compensation awarded to, earned by or paid to the chief executive officer, the chief financial officer and the three most highly compensated executive officers other than the chief executive officer and the chief financial officer (collectively, the “Named Executive Officers”) during the years ended December 31, 2017, 20162022, 2021 and 2015. Name and Principal Position Year Salary ($)   Stock Awards(1) ($) Non-Equity Incentive Plan Compensation(2) ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) All Other Compensation(4) ($) Total ($) Norman L. Lowery, 2017 673,000   431,983 330,853 897,221 181,897 2,514,954 Chief Executive Officer, 2016 654,300   389,223 329,717 — 136,177 1,509,417 First Financial Bank, N.A. and 2015 642,300   388,587 276,286 656,290 92,868 2,056,331 First Financial Corporation                                   Rodger A. McHargue, 2017 253,030 (5) 101,572 94,180 226,257 31,713 706,752 Chief Financial Officer, 2016 232,500   85,892 80,482 54,872 25,082 478,828 First Financial Bank, N.A. and 2015 211,300   82,750 67,447 107,839 22,610 491,946 First Financial Corporation                                   Steven H. Holliday, 2017 231,347 (6) 96,622 90,277 — 43,325 461,571 Chief Credit Officer 2016 221,400   85,364 84,259 — 40,246 431,269 First Financial Bank, N.A. and 2015 210,200   82,253 74,571 — 34,645 401,669 First Financial Corporation                                   Norman D. Lowery, 2017 270,120   105,028 102,767 150,959 35,472 664,346 Chief Operating Officer, 2016 240,400   85,364 83,833 — 25,579 435,176 First Financial Bank, N.A. and 2015 210,000   82,253 67,263 70,195 26,730 456,441 First Financial Corporation                                   Karen L. Milienu, 2017 194,743   38,247 40,726 173,488 18,807 466,011 Director of Branch Banking, 2016 175,200   31,707 35,339 53,696 15,313 311,255 First Financial Bank, N.A 2015 156,000   30,845 31,254 89,464 15,241 322,804 2020. ​ Name and Principal Position Year Salary ($) Stock Awards(1) ($) Non-Equity Incentive Plan Compensation(2) ($) Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) All Other Compensation(4) ($) Total ($) Norman L. Lowery, 2022 739,262 456,265 407,652 — 113,558 ​ 1,716,737 Chief Executive Officer, 2021 717,730 448,960 347,690 560,104 112,157 ​ 2,186,641 First Financial Bank, N.A. and First Financial Corporation 2020 696,825 425,141 342,609 923,457 106,556 ​ 2,494,588 ​ Rodger A. McHargue, 2022 327,998(5) 130,825 129,657 — 31,020 ​ 619,500 Chief Financial Officer, 2021 310,370(5) 129,925 105,911 190,173 29,899 ​ 766,277 First Financial Bank, N.A. and 2020 301,484 122,421 108,188 619,355 28,507 ​ 1,179,955 First Financial Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Norman D. Lowery, 2022 361,300 147,857 141,848 — 33,092 ​ 684,097 Chief Operating Officer, 2021 350,777 146,764 120,891 143,130 31,915 ​ 793,458 First Financial Bank, N.A. and 2020 340,560 138,210 120,944 600,653 32,365 ​ 1,232,732 First Financial Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Steven H. Holliday, 2022 274,197 112,115 111,936 — 41,184 ​ 539,432 Chief Credit Officer 2021 266,182(6) 111,286 84,052 — 37,033 ​ 498,553 First Financial Bank, N.A. and 2020 258,435 104,800 93,622 — 33,751 ​ 490,608 First Financial Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mark A. Franklin(7) 2022 267,158 — 111,936 — 20,081 ​ 399,175 Chief Lending Officer, ​ First Financial Bank, N.A. ​ ​ (1) (1) The amounts in this column represent the aggregate grant date fair values of the restricted stock awarded in 2017February 2022 based on prior years’ performance, determined pursuant to FASB ASC Topic 718. These amounts do not reflect whether the recipient will realize a financial benefit from the awards (such as becoming vested over the three-year graded vesting period). The grant date fair values have been determined based on the assumptions and methodologies set forth in the Corporation’s 20172022 Annual Report on Form 10-K (note [16])17). (2) (2) The amounts in this column reflect amounts earned under the STIP. (3) (3) The amounts in this column do not reflect amounts paid. The amounts reflect the actuarial increase in the present value of the named executive officers’Named Executive Officers’ benefits under the Pension Plan and our nonqualified defined benefit plans (“ESRP” and “2005 ESRP”), determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. (4) (4) For 2017,2022, includes (i) the premiums paid by the Corporation pursuant to a life insurance program for named executive officersNamed Executive Officers of $31,738$31,378 for Norman L. Lowery, $3,477 for Mr. McHargue, $4,140 for Mr. Holliday, $683 for Mr. Norman D. Lowery and $600$4,141 for Ms. Milienu;Mr. Holliday; (ii) amounts contributed by the Corporation under the 2005non-qualifiednonqualified defined contribution plan (“2005 EDC”), which were $79,535$41,025 for Norman L. Lowery, $3,211$6,350 for Mr. McHargue, $1,866$8,950 for Norman D. Lowery, $2,000 for Mr. Holliday and $4,671$1,100 for Norman D. Lowery;Mr. Franklin; (iii) dividends on restricted stock which were $48,115$17,506 for Norman L. Lowery, $10,787$5,105 for Mr. McHargue, $10,532 for Mr. Holliday, $10,892$5,766 for Mr. Norman D. Lowery and $4,021$4,372 for Ms. Milienu;Mr. Holliday; (iv) miscellaneous perquisites of less than $10,000; and (v) ESOP account allocations as follows: $13,516$15,250 for Mr. Norman L. Lowery; $13,516$15,250 for Mr. McHargue; $13,516$15,250 for Mr. Norman D. Lowery; $8,082$9,150 for Mr. Holliday; and $11,673$6,150 for Ms. Milienu.Mr. Franklin. Also includes $10,800$12,200 for Mr. Holliday for the 401(k) matching contribution. contribution and $12,200 for Mr. Franklin. (5) (5) Includes $4,800 for service as a director of Portfolio Management Specialist A (a subsidiary of the Bank), Portfolio Management Specialist B (an indirect subsidiary of the Bank) and Global Portfolio Limited Partnership (an indirect subsidiary of the Bank), and $500 for service as a director of FFB Risk Management Company, Inc. (a subsidiary of the Corporation). (6) (6) Includes $200 for service as a manager of First Financial Real Estate LLP (a real estate investment trust of the Bank). (7) Appointed as Senior Vice President, Chief Lending Officer of the Bank effective February 15, 2022. 44 Table of Contents ​ Grants of Plan-Based Awards The following table sets forth the plan-based grants during the fiscal year ended December 31, 2017,2022, consisting of opportunities for cash awards under the 2011 Short-Term Incentive Compensation Plan (the “2011 STIP”) and equity grants under the Amended and Restated 2011 Omnibus Equity Incentive Plan (the “2011 EIP”), which are discussed in more detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.         All Other Stock Awards: Number of Shares of Stock or Units(2) Mean Market Price on Grant Date ($/Sh) Grant Date Fair Value of Stock Awards(3) ($)       Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Name Grant Date Plan Name Threshold ($) Target ($) Maximum ($) Norman L. Lowery   2011 STIP 249,683 312,272 390,340         2/7/2017 2011 EIP       9,250 46.70 431,975 Rodger A. McHargue   2011 STIP 70,848 88,561 106,272         2/7/2017 2011 EIP       2,175 46.70 101,572 Steven H. Holliday   2011 STIP 64,721 80,901 97,082         2/7/2017 2011 EIP       2,069 46.70 96,622 Norman D. Lowery   2011 STIP 75,634 94,542 113,450         2/7/2017 2011 EIP       2,249 46.70 105,028 Karen L. Milienu   2011 STIP 38,949 48,686 53,554         2/7/2017 2011 EIP       819 46.70 38,247 proxy statement. ​ ​ All Other Stock Awards: Number of Shares of Stock or Units(2) Mean Market Price on Grant Date ($/Sh) Grant Date Fair Value of Stock Awards(3) ($) ​ ​ ​ Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Name Grant Date Plan Name Threshold ($) Target ($) Maximum ($) Norman L. Lowery 2011 STIP 274,266 343,018 427,772 ​ ​ 2/8/2022 2011 EIP ​ ​ 10,062 45.35 456,265 Rodger A. McHargue 2011 STIP 92,055 115,069 138,083 ​ ​ ​ 2/8/2022 2011 EIP ​ ​ ​ 2,885 45.35 130,825 Norman D. Lowery ​ 2011 STIP 101,164 126,455 151,746 ​ ​ ​ ​ 2/8/2022 2011 EIP ​ ​ ​ 3,260 45.35 147,857 Steven H. Holliday 2011 STIP 76,720 95,900 115,080 ​ ​ ​ 2/8/2022 2011 EIP ​ ​ ​ 2,472 45.35 112,115 Mark A. Franklin ​ 2011 STIP 76,720 95,900 115,080 ​ ​ ​ ​ 2/8/2022 2011 EIP ​ ​ ​ — — — ​ (1) (1) The amounts in these columns represent the threshold, target and maximum fiscal year 20172022 awards available under the 2011 STIP. To receive a payout under the 2011 STIP, a participant must remain employed with the Corporation through the date payment is made, which is within 75 days of the end of the performance period, except in the case of death, disability, retirement, termination without cause or resignation for good reason, which terms are defined in the 2011 STIP. The amounts in these columns represent award opportunities; the actual amount of the award earned for 20172022 for each named executive officerNamed Executive Officer is included under the column “Non-Equity Incentive Plan Compensation” of the Summary Compensation Table. (2) (2) The amounts in this column represent restricted stock awards granted in 20172022 based on performance during 2016.prior year performance. The shares vest in three substantially equal installments on December 31, 2017, 20182022, 2023, and 2019.2024. Vesting is contingent upon the executive officers remaining employed during the required service period, unless employment terminates due to death, disability, termination, by the Corporation without cause, resignation for good reason or retirement (each as defined in the 2011 EIP), in which case the restricted stock award vests in full. No automatic acceleration of vesting occurs upon a change in control. Award recipients are entitled to dividends on the restricted shares during the vesting period. (3) (3) The grant date fair value of the restricted stock awards reported in this column is the grant date value of the awards as determined under FASB ASC Topic 718. ​ ​ 45 Table of Contents Outstanding Equity Awards at Fiscal Year-End   Stock Awards ​ Stock Awards Name   Number of Shares of Stock That Have Not Vested(1)   Market Value of Shares of Stock That Have Not Vested(2) Number of Shares of Stock That Have Not Vested(1) Market Value of Shares of Stock That Have Not Vested(2) Norman L. Lowery   10,176   $461,482 10,288 $474,071 Rodger A. McHargue   2,335   105,892 2,960 $136,397 Norman D. Lowery   2,378   107,842 3,344 $154,092 Steven H. Holliday   2,258   102,400 2,535 $116,813 Karen L. Milienu   872   39,545 Mark A. Franklin — — ​ (1) (1) These shares represent restricted stock awards that vest in installments on December 31, 20182023, and December 31, 2019,2024, provided the executive is still employed on such date(s). In the event of involuntary termination due to death, disability, termination without cause or resignation for good reason or upon retirement after age 65, the awards will vest in full. No automatic acceleration of vesting occurs upon a change in control. ​ (2) (2) The market value is based on $45.35$46.08 per share, the closing price for our stock on December 31, 2017.30, 2022. Option Exercises and Stock Vested in 2017     Stock Awards Name   Number of Shares Acquired on Vesting   Value Realized on Vesting Norman L. Lowery   10,920   $495,222 Rodger A. McHargue   2,425   109,974 Norman D. Lowery   2,439   110,609 Steven H. Holliday   2,379   107,888 Karen L. Milienu   904   40,996 2022 ​ Stock Awards Name Number of Shares Acquired on Vesting Value Realized on Vesting Norman L. Lowery 10,268 $473,149 Rodger A. McHargue 2,957 $136,259 Norman D. Lowery 3,340 $153,907 Steven H. Holliday 2,533 $116,721 Mark A. Franklin — — ​ Pension Benefits The table below shows the present value of accumulated benefits payable to each of the named executive officers,Named Executive Officers, including the number of years of service credited to each named executive officer,Named Executive Officer, under the Pension Plan, the ESRP and the 2005 ESRP. The present value was based upon the accrued benefit as of December 31, 20172022, and determined using interest rate and mortality rate assumptions consistent with those used in the Corporation’s financial statements. The amounts shown do not reflect amounts actually paid or payable to the named executive officer.Named Executive Officer. Benefits are not payable as a lump sum but are generally paid as a monthly annuity for the life of the retiree. Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit ($)(1) Payments During Last Fiscal Year Norman L. Lowery Qualified Pension Plan 27 2,599,401 (2) — ​ ESRP — 1,803,277 (3) — ​ 2005 ESRP — 3,870,190 (3) — Rodger A. McHargue Qualified Pension Plan 29 1,403,182 (2)(4) — ​ 2005 ESRP — 783,749 — Norman D. Lowery Qualified Pension Plan 33 668,758 — ​ 2005 ESRP — 688,519 (3) — Steven H. Holliday Qualified Pension Plan 11 — — ​ 2005 ESRP — — — Mark A. Franklin Qualified Pension Plan — — — ​ (1) Name Plan Name Number of Years Credited Service Present Value of Accumulated Benefit ($)(1) Payments During Last Fiscal Year Norman L. Lowery Qualified Pension Plan 22 1,812,158 (2) — ESRP 22 1,257,124 (3) — 2005 ESRP 22 2,612,508 (3) — Rodger A. McHargue Qualified Pension Plan 24       995,869 (2)(4) — 2005 ESRP 24   123,427 (3) — Steven H. Holliday Qualified Pension Plan 6 — — 2005 ESRP 6 — — Norman D. Lowery Qualified Pension Plan 28   510,280 (2) — 2005 ESRP 28   130,685 (3) — Karen L. Milienu Qualified Pension Plan 20     731,037 (2)(4) — (1) The calculation of present value of accumulated benefit assumes a discount rate of 3.60%5.02% and mortality based on the RP-2014PRI-2012 Retiree Mortality Table projected generationally using Mortality Improvement Scale MP-2017.MP-2021. 46 Table of Contents (2) (2) These amounts represent the amount that Messrs. Norman L. Lowery, McHargue, and Norman D. Lowery, and Ms. Milienu’sLowery’s Pension Plan benefit exceeds their ESOP benefit pursuant to offset arrangements. (3) (3) This amount represents the amount by which Messrs. Norman L. Lowery, McHargue, and Norman D. Lowery’s Executive Supplemental Retirement benefit exceeds his Executive Deferred Compensation benefit. (4) (4) Mr. McHargue and Ms. Milienu werewas over 55 years of age and had more than five years of service as of December 31, 2017,2022, and would have qualified for early retirement benefits equal to approximately 55% and 59% respectively71% of the full retirement benefit if eitherhe had retired on December 31, 2017.2022. Norman D. Lowery was over 55 years of age and had more than five years of service as of December 31, 2022, and would have qualified for early retirement benefits equal to approximately 50% of the full retirement benefit if he would have retired on December 31, 2022. The benefits provided under the Pension Plan are based on the executive officers’ years of credited service and final average compensation and are targeted to provide an annual retirement annuity equal to approximately 66% of final average compensation for retirement at age 65 with 25 years of service. Actuarial adjustment is made for payments commencing before or after age 65. Final average compensation is based on the five consecutive years over the last ten in which the amount of base salary and bonus were the highest. The actual benefit payable under the Pension Plan is subject to offset (reduction) by the benefits provided under the ESOP. Applicable IRS rules limit the amount of benefits that may be accrued under a qualified plan, such as the Pension Plan. The benefits provided under the ESRP and 2005 ESRP are intended to provide benefits that would be paid under the Pension Plan but for such limitations. These benefits are subject to offset by the benefits payable under the Executive Deferred Compensation Plan (“EDC”) and the 2005 EDC described below. Nonqualified Deferred Compensation for 2017 2022 Pursuant to the 2005 EDC, we permit certain executive officers and highly compensated employees to defer a portion of their current compensation and also provide supplemental benefits to certain highly compensated employees to recompense the employees for benefits lost due to the imposition of Code limitations in the ESOP. The amounts shown below represent the accumulated benefit cost to the Corporation for these plans. The table also shows amounts which were earned and deferred under the 2001 LTIP and 2005 LTIP. Name   Plan Name   Executive Contributions in last Fiscal Year ($)   Registrant Contributions in Last Fiscal Year ($)(1)   Aggregate Earnings in Last Fiscal Year ($)   Aggregate Withdrawals / Distributions ($)   Aggregate Balance at Last Fiscal Year-End ($) Norman L. Lowery   EDC   —   —   56,410   —   629,753   2005 EDC   —   79,535   (123,499)   —   643,884   2001 LTIP   —   —   67,748   140,228   939,834   2005 LTIP   —   —   108,217   223,992   1,501,237 Rodger A. McHargue   2005 EDC   —   3,211   (352)   —   7,240   2005 LTIP   —   —   14,686   25,286   206,100 Steven H. Holliday   2005 EDC   —   1,866   (1,009)   —   5,418 Norman D. Lowery   2005 EDC   —   4,671   (616)   —   10,995   2001 LTIP   —   —   9,494   16,347   133,236   2005 LTIP   —   —   14,686   25,286   206,100 Karen L. Milienu   2001 LTIP   —   —   9,494   16,347   133,236   2005 LTIP   —   —   14,686   25,286   206,100 Name Plan Name Executive Contributions in Last Fiscal Year ($) Registrant Contributions in Last Fiscal Year ($)(1) Aggregate Earnings in Last Fiscal Year ($) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last Fiscal Year-End ($) Norman L. Lowery EDC — — 0 — 824,645 2005 EDC — 39,035 0 — 990,686 2001 LTIP — — 37,489 140,228 490,842 2005 LTIP — — 59,866 223,992 748,043 Rodger A. McHargue 2005 EDC — 6,041 0 — 41,328 2005 LTIP — — 10,259 25,286 140,432 Norman D. Lowery 2005 EDC — 8,524 0 — 59,440 2001 LTIP — — 6,632 16,347 90,784 2005 LTIP — — 10,259 25,286 140,432 Steven H. Holliday 2005 EDC — 1,898 0 — 16,759 Mark A. Franklin 2005 EDC — 625 0 — 640 ​ ​ ​ ​ ​ ​ ​ ​ (1) (1) These amounts are included in the named executive officer’sNamed Executive Officer’s compensation in the Summary Compensation Table. Employment Agreements Employment Agreement with Norman L. Lowery.Lowery. Norman L. Lowery has been party to a series of employment agreements with the Corporation and the Bank pursuant to which he is employed as President and Chief Executive Officer of the Corporation and the Bank. Our employment agreementsagreement with Mr. Lowery provideprovides for a fixed term and dodoes not automatically renew. The material terms of his current agreement, datedeffective July 1, 2017,2022, are summarized as follows: 47 Table of Contents Term: The agreement is effective as of July 1, 2017,2022, and is for an initiala period of 24 months. The term may be extended for one-year periods by the Compensation Committee. On February 3, 2018, the Committee extended the term to July 1, 2020. Base Compensation: The agreement provides for an initial base salary of $679,730,$739,262, which may be increased from time to time. Prior to a change-in-control,change in control, base salary may be decreased if the Corporation’s operating results are significantly less favorable than those for the fiscal year ended December 31, 2016,2021, and the Corporation makes similar decreases in the base salaries of the other executive officers. Mr. Lowery is entitled to participate in other compensation programs and benefits as provided to other senior officers of the Corporation and as provided in the agreement. Restrictive Covenants: To protect the Corporation and our business, the agreement obligates Mr. Lowery to comply with non-solicitation, non-competition and non-disclosure requirements. In general, the non-solicitation and non‑competitionnon-competition requirements remain in effect for one year after termination of employment for any reason. Termination for Just Cause, Death or Disability: If employment is terminated for “cause”“just cause” (as defined in the agreement), death or disability, Mr. Lowery (or his estate) is entitled only to his base salary, bonuses, vested rights and other benefits due to him through his date of termination or, in the case of death, the last day of the month of death. Any benefits payable under insurance, health, retirement, bonus, incentive, performance or other plans as a result of his participation in such plans through the date of termination will be paid in accordance with those plans. Termination Due to Retirement: Upon retirement, Mr. Lowery will receive life and disabilityinsurance coverage for himself and lifetime Medicare supplemental coverage for himself and his spouse.spouse at the best level of coverage, including prescription coverage, at no cost. He is also entitled to receive a life insurance policy on his life in the amount established by the Bank’s insurance program for executive officers and a life insurance policy insuring his life in the maximum amount established by the Company’sCorporation’s group life insurance plan from time to time (which amount can be no less than three times his annual salary subject to a $350,000.00 maximum)(currently $350,000). Termination by Corporation Without Just Cause or by Employee for Good Reason: If Mr. Lowery is terminated without “just cause,” or if he terminates his employment for “good reason” (as defined in the agreement), and such termination does not occur in connection with or within 12 months after a “change in control” (as defined in the agreement), in addition to amounts due upon retirement, he will receive an amount equal to the sum of the following amounts he would have received through the expiration date of the agreement: (i) his base salary and bonuses (based on priorthe target annual bonus for the year bonus)in which termination occurs); (ii) premiums for full supplemental Medicare coverage, at no cost to him or his spouse, at the best level available, including prescription drug coverage for both him and his spouse; (iii) the cost of obtaining certain other benefits; (iv)  the cost of professional and club dues (v) the cost ofand any continuing legal education; (vi)education requirements; and (iii) the cost of automobile benefits; (vii) benefits under the Pension Plan and ESRP based on the most recent year’s accruals; and (viii) benefits under the ESOP and 2005 EDC based on the most recent year’s contributions.benefits. The amounts provided in the prior sentence will be provided net of all income and payroll taxes that would not have been payable by Mr. Lowery had he continued participation in the benefit plan or program instead of receiving cash reimbursement. Termination Following Change in Control: If there is a “change in control” (as defined in the agreement), and in connection with or within 12 months following the “change in control” Mr. Lowery’s employment is terminated for other than “just cause” or he resigns for “good reason,” then following such termination, in addition to amounts due upon retirement, he would be entitled to an amount equal to the greater of the (i) amount he would receive if he was terminated by the Corporation without just cause as described above or (ii) the product of 2.99 times the sum of (A) his base salary in effect as of the date of the change in control; (B) an amount equal to anyhis target annual discretionary or performance-based incentive bonus received by or payable to him infor the calendar year prior to the year in which the change in control occurs, or, if greater, the year in which the change in control occurs; and (C) cash reimbursement in an amount equal to his cost of obtaining certain benefits which he was eligible to participate in or receive as of the date of termination. If, as a result of a change in control, Mr. Lowery becomes entitled to any payments which are determined to be payments subject to the Code Section 280G, then his benefit will be equal to the greater of his benefit under the agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements, it will not result in an “excess parachute payment” under Code Section 280G, or his benefit under the agreement after taking into account the amount of the excise tax imposed under Code Section 280G due to the benefit payment. Mr. Lowery is not entitled to any excise tax “gross up” payments under the terms of the agreement. 48 Table of Contents To comply with Section 409A, certain payments to Mr. Lowery following termination of employment may be delayed until six months following his termination of employment. Employment Agreements with Norman D. Lowery, Rodger A. McHargue, Steven H. Holliday, and Karen L. Milienu.Mark A. Franklin. We have entered into amended employment agreements with our other named executive officers,Named Executive Officers, effective July 1, 2022, which, became effective January 1, 2017. Eachin the case of Messrs. Norman D. Lowery, Rodger A. McHargue and Steven H. Holliday has anare substantially the same as each officer’s prior employment agreementagreement. The employment agreements with the Corporation and the Bank and Karen L. Milienu has an employment agreement with the Bank. The agreementsour Named Executive Officers have substantially similar terms, which are summarized as follows: Term: Each agreement has an initialis effective as of July 1, 2022, for a period of 1224 months. The term may be extended for additional one-year periods by the Compensation Committee. The Compensation Committee has approved extensions of these agreements through December 31, 2018. Base Compensation: The agreements set forth for the following base salaries for 20172022 which may be increased from time to time: Norman D. Lowery - $270,120,Lowery–$361,300; Rodger A. McHargue - $247,730,McHargue–$314,222; Steven H. Holliday - $231,147Holliday–$274,000; and Karen L. Milienu - $194,743. The executives’ salaries may be increased from time to time.Mark A. Franklin–$274,000. Prior to a change-in-control,change in control, base salary may be decreased if the Corporation’s operating results are significantly less favorable than those for the fiscal year ended December 31, 2016,2021, and the Corporation makes similar decreases in the base salaries of the other executive officers. The executives are entitled to participate in other compensation programs and benefits as provided to other senior officers of the Corporation and as provided in the employment agreements. Restrictive Covenants: To protect the Corporation and our business, the agreements obligate the executives to comply with non-solicitation, non-competition and non-disclosure requirements. In general, the non-solicitation and non‑competitionnon-competition requirements remain in effect for one year after termination of employment for any reason. Termination for Just Cause, Death or Disability: If employment is terminated for “just cause” (as defined in the agreement), death or disability, the executive (or his or her estate) is entitled only to his or her base salary, bonuses, vested rights and other benefits due through the date of termination or, in the case of death, the last day of the month of death. Any benefits payable under insurance, health, retirement, bonus, incentive, performance or other plans as a result of his participation in such plans through the date of termination will be paid in accordance with those plans. Termination by Corporation Without Just Cause or by Employee for Good Reason: If the executive is terminated without “just cause,” or if he or she terminates his or her employment for “good reason” (as defined in the agreements), and such termination does not occur in connection with or within 12 months after a “change in control” (as defined in the agreements), the executive will receive an amount equal to the sum of the following amounts:amounts he would have received through the expiration date of the agreement: (i) base salary and bonuses (based on target annual bonus infor the year prior to termination),in which termination occurs); (ii)  the cost of obtaining certain benefits, (iii) the cost of professional and club dues and (iv)continuing professional development; (iii) the cost of automobile benefits.benefits; and (iv) health insurance coverage premiums. The amounts provided in the prior sentence will be provided net of all income and payroll taxes that would not have been payable by the executive had he or she continued participation in the benefit plan or program instead of receiving cash reimbursement. Termination Following Change in Control: If there is a “change in control” (as defined in the agreements), and in connection with or within 12 months following the “change in control”control,” the executive’s employment is terminated for other than “just cause”cause,” or he resigns for “good reason,” then following such termination the executive would be entitled to an amount equal to the greater of the (i) amount he or she would receive if he or she was terminated by the Corporation without just cause as described above or (ii) the product of onetwo times the sum of (A) base salary in effect as of the date of the change in control; (B) an amount equal to anyhis target annual bonus received by or payable infor the calendar year prior to the year in which the change in control occurs or, if greater, the year in which the change in control occurs; and (C) cash reimbursement in an amount equal to his or her cost of obtaining certain benefits (other than ESOP, 401(k) matching, Pension Plan and ESRP benefits) which he or she was eligible to participate in or receive as of the date of termination. If, as a result of a change in control, the executive becomes entitled to any payments that are determined to be payments subject to the Code Section 280G, then the benefit will be equal to the greater of his or her benefit under the agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements, it will not 49 Table of Contents result in an “excess parachute payment” under Code Section 280G, or his or her benefit under the agreement after taking into account the amount of the excise tax imposed under Code Section 280G due to the benefit payment. The executives are not entitled to any excise tax “gross up” payments under the terms of the agreements. To comply with Section 409A, certain payments to the executives following termination of employment may be delayed until six months following termination of employment. Potential Payments Upon Termination or Change in Control The following table sets forth the incremental retirement, cash severance and stock awards payable to each named executive officerNEO under the specifically described scenarios as if retirement, termination of employment or change in control-related termination occurred as of December 31, 2017.2022. No amounts are shown for the occurrence of a change in control without termination of employment because no automatic acceleration of outstanding stock awards or other amounts arise upon a change in control. The amounts shown in the table do not include payments and benefits to the extent they are provided on a non-discriminatory basis to salaried employees generally upon termination of employment, such as accrued salary and vacation pay or payments of vested amounts under the qualified and nonqualified pension plans and deferred compensation plans. Amounts attributable to the 2011 EIP are based upon the $45.35$46.08 closing price for our common stock on December 31, 2017. Name   Plan Name   Termination Due to Retirement ($)(1)   Termination by Corporation Without Cause or by Executive for Good Reason ($)(2)   Termination by Corporation Without Cause or by Executive for Good Reason Within 12 Months After Change in Control ($)(3) Norman L. Lowery   2011 EIP   461,482   —   —     Employment Agreement   240,338   2,543,070 (4)   4,940,016 (5) Rodger A. McHargue   2011 EIP   —   105,892   105,892     Employment                 Agreement   —   490,765 (6)   490,765 (6) Steven H. Holliday   2011 EIP   —   102,400   102,400     Employment                 Agreement   —   351,425 (7)   351,425 (7) Norman D. Lowery   2011 EIP   —   107,842   107,842     Employment                 Agreement   —   458,847 (8)   458,847 (8) Karen L. Milienu   2011 EIP   —   39,545   39,545     Employment                 Agreement   —   346,824 (9)   346,824 (9) 30, 2022. Name Plan Name Termination Due to Retirement ($)(1) Termination by Corporation Without Just Cause or by Executive for Good Reason ($)(2) Termination by Corporation Without Just Cause or by Executive for Good Reason Within 12 Months After Change in Control ($)(3) Norman L. Lowery 2011 EIP 474,071 ___ ___ ​ Employment Agreement ​ 115,638 ​ 1,638,740(4) ​ 3,266,556(5) Rodger A. McHargue 2011 EIP — 136,397 136,397 ​ Employment ​ ​ ​ ​ Agreement — 688,050(6) 916,910(7) Norman D. Lowery 2011 EIP — 154,092 154,092 ​ Employment ​ ​ ​ ​ Agreement — 756,730(8) 1,008,877(9) Steven H. Holliday 2011 EIP — 116,813 116,813 ​ Employment ​ ​ ​ ​ ​ Agreement — 591,476(10) 788,052(11) Mark A. Franklin 2011 EIP — 0 0 ​ Employment Agreement — 577,902(12) 770,536(13) ​ (1) (1) As of December 31, 2017,2022, only Mr. Norman L. Lowery had attained retirement age. The amounts shown in this column for the 2011 EIP reflect the value of outstanding restricted stock awards which would vest upon retirement and for the Employment Agreementemployment agreement include the value of continuation of Medicare supplemental coverage and life insurance benefits. (2) (2) Amounts in this column reflect the severance benefits and the value of accelerated vesting of restricted stock that would become payable upon termination without just cause or resignation for good reason. For Mr. Norman L. Lowery, the amounts shown in this column are in addition to the amounts to which he would be entitled upon retirement described in footnote (1) above. For the other NEOs, the 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without just cause or resignation for good reason. (3) (3) Amounts The employment agreement amounts in this column reflect the severance benefits and the value of accelerated vesting of restricted stock that would become payable if the termination without just cause or resignation for good reason was in connection with a change in control. For Mr. Norman L. Lowery, the amounts shown in this column are in addition to the amounts to which he would be entitled upon retirement described in footnote (1) above. For the other NEOs, the 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without cause or resignation for good reason. 50 Table of Contents column are in addition to the amounts to which he would be entitled upon retirement described in footnote (1) above. For the other NEOs, the 2011 EIP amount reflects the value of outstanding restricted stock awards which would vest in full upon termination without just cause or resignation for good reason. (4) (4) This cash severance amount consists of (a) 1.5 times (i) 2017(a) 2022 annual base salary of $673,000$739,262 and 20162022 STIP target bonus of $329,717, (ii)$343,018 and (b) the annual amounts paid for dues and professional associations, automobile allowance and continuing educationamount of $13,196, and (iii) annual ESOP and EDC contributions of $141,800, plus (b) pension accruals of $745,737.certain benefits. Also includes $132,750$4,549 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (5) (5) This cash severance amount consists of (a) 2.99 times (i) 2017(a) 2022 annual base salary of $673,000$739,262 and 20162022 STIP target bonus of $329,717, (ii)$343,018 and (b) the annual amounts paid for dues and professional associations, automobile allowance and continuing educationamount of $26,303, and (iii) annual ESOP and EDC contributions of $282,654, plus (b) pension accruals of $1,486,502.certain benefits, totaling $7,181. Also includes $146,433$9,067 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (6) (6) This cash severance amount consists of 1.5 times (a) 20172022 annual base salary of $247,730$327,998 and 20162022 STIP target bonus of $80,482,$115,069 and (b) the annual ESOPamount of certain benefits, including health, disability and EDC contributions of $18,209, plus (c) pension accruals of $144,344.executive life insurance totaling $38,177. Also includes $23,449 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (7) (7) This cash severance amount consists of 2.0 times (a) 20172022 annual base salary of $231,147$327,998 and 20162022 STIP target bonus of $84,259,$115,069 and (b) the annual amounts paidamount of certain benefits, including health, disability and executive life insurance, totaling $38,177. Also includes $30,776 to reimburse taxes due on payments for dues and professional associations, automobile allowance andbenefits that would not be taxable if provided in connection with continuing education of $7,904, and (c) annual ESOP and EDC contributions of $12,588, plus (d) 401K match of $10,600.employment. (8) (8) This cash severance amount consists of 1.5 times (a) 20172022 annual base salary of $270,120$361,300 and 20162022 STIP target bonus of $83,833,$126,455 and (b) the annual amounts paidamount of certain benefits, health, disability and executive life insurance totaling $36,779. Also includes $23,153 to reimburse taxes due on payments for dues and professional associations, automobile allowance andbenefits that would not be taxable if provided in connection with continuing education of $4,465, and (c) annual ESOP and EDC contributions of $19,669, plus (d) pension accruals of $77,977.employment. (9) (9) This cash severance amount consists of 2.0 times (a) 20172022 annual base salary of $194,743$361,300 and 20162022 STIP target bonus of $35,339,$126,455 and (b) the annual amounts paidamount of certain benefits, including health, disability and executive life insurance, totaling $36,779. Also includes $30,775 to reimburse taxes due on payments for dues and professional associations, automobile allowance andbenefits that would not be taxable if provided in connection with continuing education of $1,485, and (c) annual ESOP contribution of $11,802, plus (d) pension accruals of $102,529.employment. (10) This cash severance amount consists of 1.5 times (a) 2022 annual base salary of $274,197 and 2022 STIP target bonus of $95,900 and (b) the annual amount of certain benefits, including ESOP and 401(k) matching contributions, health, disability and executive life insurance totaling $36,662. Also includes $22,349 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (11) This cash severance amount consists of 2.0 times (a) 2022 annual base salary of $274,197 and 2022 STIP target bonus of $95,900 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, but excluding ESOP and 401(k) matching contributions, totaling $36,662. Also includes $29,216 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (12) This cash severance amount consists of 1.5 times (a) 2022 annual base salary of $274,197 and 2022 STIP target bonus of $95,900 and (b) the annual amount of certain benefits, including ESOP and 401(k) matching contributions, health, disability and executive life insurance totaling $34,431. Also includes $21,810 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. (13) This cash severance amount consists of 2.0 times (a) 2022 annual base salary of $274,197 and 2022 STIP target bonus of $95,900 and (b) the annual amount of certain benefits, including health, disability and executive life insurance, but excluding ESOP and 401(k) matching contributions, totaling $34,431. Also includes $29,080 to reimburse taxes due on payments for benefits that would not be taxable if provided in connection with continuing employment. ​ 51 Table of Contents CEO Pay Ratio PAY RATIO As required by the Dodd-Frank Act of 2010, we are required to disclose in this proxy statement the ratio of our CEO’s compensation to that of our median employee. The pay ratio set forth below represents a reasonable estimate calculated in a manner consistent with the SEC’s rules. We identified our median employee from our 895920 employees (excluding our CEO) on December 31, 2017.2022. For each employee, we calculated compensation for 2022 in accordance with the total amount of the salary and wages received in 2017, bonuses awarded for 2017, stock-based awards granted in 2017, ESOP and matching contributions made to our ESOP and Savings Plan for 2017 and actuarial increase in pension value to determine our median employee.SEC’s rules. We did not adjust any of these amounts for part-time employees or employees who joined us during 2017. Once we identifiedthe year. For our median employee, we combined all of the elements of such employee’s compensation for 20172022 in accordance with the SEC’s rules, resulting in annual total compensation for our median employee of $38,763.$57,737. This amount includes the estimated value of such employee’s health care benefits (estimated for the median employee at $5,995)$16,893). The annual total compensation of our CEO was $2,533,190,$1,716,737, which reflects the amount reported in the “Total”“total” column of our 20172022 Summary Compensation Table on page 33 (which includes a $897,221 actuarial increase in pension value, a non-cash amount not paid to our CEO) 44and the value of the CEO’s health care benefits (which are not included in the summary compensation table). As a result, our CEO to median employee pay ratio for 20172022 was 65:31:1. If ​ 52 Table of Contents PAY VERSUS PERFORMANCE As required by the non-cash increase2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of SEC Regulation S-K, we are providing the following specified disclosures regarding the relationship between the compensation paid to our Named Executive Officers and certain measures of financial performance. The following table reports the compensation of Norman L. Lowery, our Chairman and CEO (our Principal Executive Officer, or “PEO”) and the average compensation of the other Named Executive Officers (our “Non-PEO NEOs”) as reported in the pension value is eliminated fromSummary Compensation Table for the past three fiscal years, as well as their “compensation actually paid” as calculated pursuant to the SEC rules (referred to as “CAP”) and certain performance measures required by the rules. Pay Versus Performance Table ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Value of Initial Fixed Company ​ ​ ​ Average ​ $100 Investment Selected ​ ​ ​ Summary Average Based On Measure ​ Summary ​ Compensation Compensation ​ Peer Group ​ ​ ​ Compensation Compensation Table Total Actually Paid Total Total ​ ​ ​ Table Total Actually Paid for Non-PEO to Non-PEO Shareholder Shareholder Net ​ Year for PEO (1) to PEO (1)(2) NEOs (1) NEOs (1)(3) Return Return(4) Income EPS (5) 2022 $1,716,737 $1,722,753 $560,551 $611,021 $109 $110 $71,109,000 $5.82 2021 $2,186,641 $1,727,166 $634,732 $621,171 $104 $130 $52,907,000 $4.02 2020 $2,494,588 $1,465,332 $899,798 $538,845 $ 87 $ 93 $53,844,000 $3.93 ​ (1) Mr. Norman L. Lowery was the PEO, and Messrs. McHargue, Norman D. Lowery and Holliday were Non-PEO NEOs, for each of the years shown. Mr. Franklin was a Non-PEO NEO for 2022, and Ms. Karen Milienu, the Corporation’s former Chief Branch Banking Officer, was a Non-PEO NEO for 2021 and 2020. (2) The table below shows the amount of CAP to our PEO, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our PEO: Year Summary Compensation Table Total for PEO (A) Stock Awards in SCT (B) Stock Award Adjustments (C) Reported Change in the Actuarial Present Value of Pension Benefits (D) Pension Benefit Adjustments Compensation Actually Paid to PEO 2022 $1,716,737 $(456,265) $472,996           — — $1,722,753 2021 $2,186,641 $(448,960) $549,589 $(560,104) — $1,727,166 2020 $2,494,588 $(425,141) $319,342 $(923,457) — $1,465,332 ​ (A) Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year. (B) Represents stock award adjustments (deductions and additions) for PEO stock awards for each applicable year calculated as follows: Year Year-End Fair Value of Outstanding and Unvested Stock Awards Granted During Year Year-over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year Year-over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year Total Stock Award Adjustments 2022 $309,105 $ 3,186 $154,552 $ 6,153 $472,996 2021 $323,500 $ 21,140 $161,750 $ 43,199 $549,589 2020 $259,078 $(23,903) $129,539 $(45,372) $319,342 ​ (C) Represents the amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the PEO for the applicable year. 53 Table of Contents (D) Represents the actuarially determined pension service cost and prior service cost, if any, for services rendered by Mr. Norman L. Lowery during the applicable year. No pension service cost or prior service cost with respect to our PEO was recognized during the applicable years. (3) The table below shows average CAP for the Non-PEO NEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to our Non-PEO NEOs during the applicable year, and the Compensation Committee did not consider CAP in making any executive compensation decisions with respect to our Non-PEO NEOs: Year Average Summary Compensation Table Total for Non-PEO NEOs (A) Average Stock Awards in SCT (B) Average Stock Award Adjustments (C) Average Reported Change in the Actual Present Value of Pension Benefits Award Pension Benefit Adjustments (D) Average Pension Benefit Adjustments Average Compensation Actually Paid to Non-PEO NEOs 2022 $560,551 $ (97,702) $101,282 — $46,890 $611,021 2021 $634,732 $(108,945) $105,977 $ (83,326) $72,733 $621,171 2020 $899,798 $(102,920) $ 78,874 $(395,147) $58,240 $538,845 ​ (A) Represents the amounts reported in the Stock Award column in the Summary Compensation Table (SCT) for the applicable year. (B) Represents the average of stock award adjustments (deductions and additions) for the Non-PEO NEO stock awards for each applicable year calculated as follows Year Average Year- End Fair Value of Outstanding and Unvested Stock Awards Granted During Year Average Year- over-Year Change in Fair Value of Outstanding and Unvested Stock Awards Granted in Prior Years Average Fair Value as of Vesting Date of Stock Awards Granted and Vested in the Year Average Year- over-Year Change in Fair Value of Stock Awards Granted in Prior Years that Vested in the Year Average Fair Value at End of Prior Period of Stock Awards that Failed to Meet Vesting Conditions During the Year Total Average Stock Award Adjustments 2022 $66,179 $ 688 $33,089 $ 1,326 — $101,282 2021 $69,879 $ 4,542 $34,939 $ 8,905 $(12,288) $105,977 2020 $62,710 $(5,350) $31,355 $(9,841) — $ 78,874 ​ (C) Represents the average amounts reported in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT for the Non-PEO NEOs for each applicable year. (D) Represents the average actuarially determined pension service cost and prior service cost for services rendered by the Non-PEO NEOs during the applicable year. No prior service cost with respect to the Non-PEO NEOs was recognized during the applicable years. (4) The Peer Group Total Shareholder Return used in this table reflects the SNL Bank $1B-$5B index, which the Corporation also uses in the stock performance graph included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022. ​ (5) Earnings per share (EPS) is a financial performance measure used for compensation decisions. Management believes that EPS performance is a meaningful measure of our overall financial performance. See “Compensation Discussion and Analysis.” ​ List of Most Important Financial Performance Measures As required by SEC rules, the following table lists the performance measures that, in the Corporation’s assessment, represent the most important financial measures used by the Corporation to link compensation “actually paid” to the Corporation’s PEO and Non-PEO NEOs to the Corporation’s performance for 2022. EPS Net Income Efficiency Ratio 54 Table of Contents ​ Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section captioned “Compensation Discussion and Analysis” the executive compensation program for our CEO’sPEO and Non-PEO NEOs includes variable components in the form of annual incentive compensation and long-term incentive awards. While we use several performance measures to align executive compensation with our performance, all of those measures are not presented in the Pay Versus Performance Table. Moreover, we seek to incentivize long-term performance and, as a result, our performance against our financial measures in a particular year may not align with “compensation actually paid,” or CAP, as computed in accordance with Item 402(v) of SEC Regulation S-K for that year. In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance Table. Comparison of Compensation Actually Paid to Measures of Financial Performance The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against net income for the three fiscal years ended December 31, 2022: ​ 55 Table of Contents The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against EPS, the Company Selected Measure, for the three fiscal years ended December 31, 2022: ​ 56 Table of Contents The graph below compares CAP to the PEO and the average CAP to the Non-PEO NEOs against the total annual compensation, our CEO to median employee pay ratio would be 45:1.shareholder return for the Corporation and the peer group for the fiscal years ended December 31, 2022: 1​ ​ 57 Table of Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT As of February 26, 2018,March 1, 2023, there were 12,255,04512,065,888 shares of our common stock issued and outstanding. The following table shows, as of February 26, 2018,March 1, 2023, the number and percentage of our common stock held by each person known to us to own beneficially more than five percent of the issued and outstanding common stock, by the executive officers named in the beneficial ownership table below and our directors and by our executive officers and directors as a group. Unless otherwise specified, the address of each person listed is: One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, and each person has sole voting and investment control of the shares specified. Five Percent Shareholders, Directors, Nominee and Certain Executive Officers   Amount and Nature of Beneficial Ownership   Percent of Outstanding Shares Directors and Named Executive Officers:         W. Curtis Brighton .........................................................................   15,000   * B. Guille Cox, Jr. ...........................................................................       79,349 (1)   * Thomas T. Dinkel ..........................................................................   19,993   * Anton H. George ............................................................................   3,868   * Gregory L. Gibson .........................................................................   96,738   * Steven H. Holliday .........................................................................          10,805 (2)(10)   * William R. Krieble .........................................................................   4,922   * Norman D. Lowery ........................................................................         35,454 (3)(10)   * Norman L. Lowery ........................................................................        75,634 (4)(10)   * Rodger A. McHargue .....................................................................        15,802 (5)(10)   * Karen L. Milienu ...........................................................................           7,870 (6)(10)   * Ronald K. Rich ..............................................................................   4,050   * Virginia L. Smith ...........................................................................   2,571   * William J. Voges ............................................................................        79,728 (7)   * All Executive Officers and Directors as a Group (14 persons) .....   451,784   3.69% Five Percent Shareholders:         BlackRock, Inc. .............................................................................       790,331 (8)   6.45% Princeton Mining Company, Inc. ...................................................   1,179,074 (9)   9.62% Five Percent Shareholders, Directors, Nominee and Certain Executive Officers Amount and Nature of Beneficial Ownership Percent of Outstanding Shares Directors and Named Executive Officers: ​ ​ Mark J. Blade‌ 1,077 * W. Curtis Brighton‌ 20,000 * Michael A. Carty‌ 273 * Thomas T. Dinkel‌ 17,018 * Mark A. Franklin ‌ Gregory L. Gibson‌ 2,740(1) 104,238 * * Steven H. Holliday‌ 20,749(2)(9) * Susan M. Jensen ‌ 905 * William R. Krieble‌ 5,285 * Norman D. Lowery‌ 45,476(3)(9) * Norman L. Lowery‌ 124,271(4)(9) 1.03% Tina J. Maher‌ 21,500 * Thomas C. Martin‌ 4,990 * James O. McDonald‌ 5,462 * Rodger A. McHargue‌ 28,519(5)(9) * Paul J. Pierson‌ 6,000 * Ronald K. Rich‌ 4,050 * Richard J. Shagley‌ 11,008 * William J. Voges‌ 21,203(6) * All Executive Officers and Directors as a Group (18 persons)‌ 444,764 3.69% Five Percent Shareholders: ​ ​ BlackRock, Inc.‌ 1,236,601(7) 10.25% The Vanguard Group‌ 726,353(8) 6.02% ​ * * Less than 1%. (1) (1) Mr. Cox, as trustee, has the power to vote an additional 117,986 shares. These shares are not reflected in the number of shares or percent of class attributed to him in the above table. (2) Includes 744153 shares held for Mr. Holliday’sFranklin’s account in the ESOP. (2) Includes 1,943 shares held for Mr. Holliday’s account in the ESOP. (3) (3) Includes 6,8339,527 shares held for Mr. Norman D. Lowery’s account in the ESOP. (4) (4) Includes 9,43012,506 shares held for Mr. Norman L. Lowery’s account in the ESOP. (5) (5) Includes 5,0447,475 shares held for Mr. McHargue’s account in the ESOP. (6) (6) Includes 4,002 shares held for Ms. Milienu’s account in the ESOP. (7) Includes 60,421896 shares held in trust. Mr. Voges, as Trustee, has the power to vote these shares. 58 Table of Contents (7) (8) Based solely on information provided by BlackRock, Inc. in a Schedule 13G/A filed with the SEC on January 24, 2018.26, 2023. The Schedule 13G/A indicates that the reporting person has sole power to vote and/or1,180,072 of the shares reported as beneficially owned and sole power to dispose of all shares beneficially owned. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. (8) (9) Based solely on information provided by Princeton Mining Company, Inc.The Vanguard Group in a Schedule 13G13G/A filed with the SEC on February 9, 2018.2023. The Corporation has been advisedSchedule 13G/A indicates that the reporting person has no sole voting power, has shared voting power with respect to 16,283 shares, held by Princeton Mining Company, Inc. are voted by James O. McDonald, the Chairman of Princeton Mining Company, Inc., at the direction of its board of directors. The board of directors of Princeton Mining Company, Inc. is comprised of eight individuals: James O. McDonald; John Klotz; Norman L. Lowery, the Vice Chairman, Presidenthas sole dispositive power with respect to 700,305 shares and Chief Executive Officer of the Corporation; Rebecca Rozina; Diana Bell; Norman D. Lowery, the Chief Operating Officer of the Corporation; Sarah J. Lowery, the wife of Norman L. Lowery, who is the Vice Chairman, Chief Executive Officer and President of the Corporation; and Richard Shagley.has shared dispositive power with respect to 26,048 shares. The address of Princeton Mining Company, Inc.The Vanguard Group is State Road 46 South, Terre Haute, Indiana 47803.100 Vanguard Blvd., Malvern, PA 19355. (9) (10) Includes shares of restricted common stock of the Corporation issued to our named executive officersNamed Executive Officers as award opportunities under our 2011 EIP as follows: Mr. Norman L. Lowery, 19,55120,827 shares; Mr. McHargue, 4,6516,064 shares; Mr. Holliday, 4,4095,122 shares; Mr. Norman D. Lowery, 4,8506,755 shares; and Ms. Milienu, 1,778Mr. Franklin, 2,587 shares. Upon issuance, shares of restricted stock vest annually in one-third increments over a three-year period.period. ​ DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE REPORTS Section 16(a) of the Securities and Exchange Act of 1934 requires the Corporation’s directors and executive officers and persons who beneficially own more than ten10 percent of a registered class of the Corporation’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Corporation common stock and other equity securities of the Corporation. Officers, directors and greater than ten percent shareholders are required by SEC regulations to furnish the Corporation with copies of all Section 16(a) reports they file. To the best knowledge of the Corporation, all executive officers, directors and greater than ten10 percent beneficial owners of the Corporation timely filed all statements of beneficial ownership required to be filed with the SEC in 2017,during 2021, except for a Form 4 filed lateon November 22, 2021, with respect to Ms. SmithMr. Blade to report a purchase of shares of the Corporation on February 14, 2017.May 3, 2021, and a Form 3 filed for Ms. Jensen on December 16, 2021. In making the foregoing disclosure, the Corporation has relied solely upon written representations of our directors and executive officers and copiesa review of reports that directors, executive officers and greater than 10%10 percent beneficial owners haveof the Corporation filed electronically with the SEC and provided to us.SEC. ​ 59 Table of Contents PROPOSAL 2: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO NAMED EXECUTIVE OFFICERS Investors’ support of our executive compensation program has been strong in recent years, with over 80% of shareholders’ votes in favor of our say-on-pay proposal at our 2022 annual meeting of shareholders. We did not conduct shareholder outreach in 2022 in the same manner as we did in 2021 and 2020. In 2022, we did have conversations with current and prospective investors regarding our business and performance from time to time, including meetings at the Raymond James US Bank Conference and Piper-Sandler East Coast Financial Services Conference. Similarly to 2020 and 2021, we did not receive any comments or hear any concerns on the design of our executive compensation programs in those conversations. We plan to maintain an open dialogue with our shareholders to help ensure that we have ongoing and current information on investor perspectives. Our executive compensation philosophy seeks to provide a competitive compensation program that encourages current year performance and the creation of long-term shareholder value without exposing the Corporation to unreasonable risks, including credit, interest rate, liquidity, reputation, compliance and transition risk. Through our executive compensation program, we seek to: Attract, motivate and retain highly-qualified, talented executives who are focused on the long-term best interest of our shareholders; Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals; Link the interest of our executives with those of our shareholders; Establish Corporate, Departmental and individual goals consistent with our strategic plan and budget that provide the basis for the annual and long-term award metrics used to measure our performance; Reward our executives for both company and individual performance; Align compensation and variable incentives with measurable, objective business results and appropriate risk management; Allow flexibility in responding to changing laws, accounting standards and business needs as well as the constraints and dynamic conditions in the markets in which we do business; and Implement and operate our executive compensation program to reinforce our philosophy of aligning compensation with our short-term and long-term goals and to minimize risk to our shareholders. We currently maintain the following pay practices, which we believe enhance our pay-for-performance philosophy and further align our executives’ interest with those of our shareholders. WE HAVE THIS PRACTICE: Significant emphasis on performance based “at-risk” compensation; Incentive award metrics that are objective and tied to key company performance metrics; Share ownership guidelines (for executives and directors); Compensation recoupment “claw-back” policy; Anti-hedging policy; and Vest equity awards over three years to promote retention. WE DO NOT HAVE THIS PRACTICE: Non-performance based incentive awards; Hedging transactions by executive officers or directors; Excise tax gross-ups in our named executive officers’ employment agreements; Automatic renewal (“evergreen”) provisions in our named executive officers’ employment agreements; and “Single Trigger” change in control severance. ● Attract, motivate and retain highly qualified, talented executives who are focused on the long-term best interest of our shareholders; ● Drive performance relative to our financial goals, balancing short-term operational objectives with long-term strategic goals; ● Link the interest of our executives with those of our shareholders; ● Establish Corporate, Departmental and individual goals consistent with our strategic plan and budget that provide the basis for the annual and long-term award metrics used to measure our performance; ● Reward our executives for both company and individual performance; ● Align compensation and variable incentives with measurable, objective business results and appropriate risk management; ● Allow flexibility in responding to changing laws, accounting standards and business needs as well as the constraints and dynamic conditions in the markets in which we do business; and ● Implement and operate our executive compensation program to reinforce our philosophy of aligning compensation with our short-term and long-term goals and to minimize risk to our shareholders. The Compensation Committee believes our executive compensation program has achieved its intended results. The Compensation Committee believes our compensation is competitive with the pay practices of other financial institutions of comparable size and performance and has allowed us to attract and retain executives who make substantial contributions to our success. We believe the program aligns our executives’ interest with those of our shareholders by providing a strong link between higher compensation and the attainment of pre-established objective performance goals. We urge our shareholders to read the The Executive Compensation Discussion and Analysis section of this proxy statement, forwhich begins on page 28, provides a detailed discussion of our executive compensation programs and how they reflect our philosophy and our link to corporate performance. We recognize executive compensation is important to our shareholders and we value their opinions on our compensation philosophy and programs. We are asking our shareholders to vote on an advisory basis to approve the compensation of our named executive officersNamed Executive Officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executive officers and the philosophy, policies and practices described in this proxy statement. This proposal, which is required by Section 14A of the Securities Exchange Act, is commonly known as a “Say-On-Pay”“say-on-pay” proposal and gives our shareholders the opportunity to express their views on our named executive officers’Named Executive Officers’ compensation to the following resolution: RESOLVED, that the shareholders approve the 20172022 compensation of the named executive officers,Named Executive Officers, as disclosed in this proxy statement, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission (including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures). 60 Table of Contents The vote on this proposal is advisory and therefore not binding on the Corporation, the Compensation Committee or our Board. To the extent there is any significant vote against the executive officer compensation proposal, however, we will consider our shareholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns. In keeping with Vote Required The affirmative vote of a majority of the preference expressed byvotes cast is required to approve, on a non-binding advisory basis, the compensation of our shareholders at the 2017 Annual Meeting of Shareholders, weNamed Executive Officers. Abstentions and broker non-votes will continue to hold the Say-on-Pay vote annually, and will hold the next Say-On-Pay vote at the 2019 Annual Meeting of Shareholders. Our shareholders will next have the opportunity to indicate their preferenceno effect on the frequencyoutcome of holding the Say-On-Pay vote at the 2023 Annual Meeting of Shareholders. proposal. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT.STATEMENT. ​ 61 Table of Contents PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE THE FREQUENCY OF THE SHAREHOLDER VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ​ The Dodd-Frank Act requires that at least once every six years we ask our shareholders to indicate how frequently we should seek an advisory vote on the compensation of our Named Executive Officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as Proposal 2 included beginning on page 60 of this proxy statement (the “say-on-pay vote”). By voting on this Proposal 3, shareholders may indicate whether they would prefer an advisory say-on-pay vote on Named Executive Officer compensation once every one, two, or three years. Shareholders also may abstain from casting a vote on this proposal. ​ The most recent vote by our shareholders on this matter was at our 2017 annual meeting. At that time, a majority of those expressing a preference voted to have the say-on-pay vote every year. After considering those voting results and other factors, our Board of Directors decided we would hold a say-on-pay vote every year, which we have done since 2017. Our Board of Directors has determined that having the say-on-pay vote every year continues to be the most appropriate alternative for the Corporation at this time. ​ You may vote for your preferred voting frequency by choosing the option of once every one year, two years, three years or abstain from voting when you vote in response to the resolution set forth below. ​ RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Corporation is to hold a shareholder vote to approve the compensation of the Named Executive Officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules. ​ This vote is advisory and not binding on the Corporation or our Board of Directors in any way. However, the Board of Directors and the Compensation and Employee Benefits Committee will take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation. The Board may decide that it is in the best interests of our shareholders and the Corporation to hold an advisory vote on executive compensation more or less frequently than the frequency receiving the most votes cast by our shareholders. ​ THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE OPTION OF “ONE YEAR” AS THE FREQUENCY WITH WHICH SHAREHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION. ​ ​ ​ ​ 62 Table of Contents 1PROPOSAL 4: RATIFICATION OF APPOINTMENT OF CROWE HORWATH LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM At its March 6, 20187, 2023 meeting, the Audit Committee of the Board recommended and approved the appointment of Crowe Horwath LLP as the Corporation’s independent registered public accounting firm to audit the books, records and accounts of the Corporation for 2018.2023. The Corporation is seeking ratification of such action. Crowe Horwath LLP has been our independent registered public accounting firm since fiscal year 1999. Representatives of Crowe Horwath LLP are expected to be in attendance, virtually, at the annual meetingAnnual Meeting and available to respond to appropriate questions, and they will be provided an opportunity to make a statement should they desire to do so and to respond to appropriate inquiries from the shareholders. so. The Audit Committee is responsible for the appointment and oversight of the Company’sCorporation’s independent registered public accounting firm. If shareholders do not ratify the selection of Crowe Horwath LLP as our independent registered public accounting firm, then the Audit Committee will reconsider the selection of Crowe Horwath LLP but may, nevertheless, continue to retain Crowe Horwath LLP. Even if the selection is ratified, the Audit Committee has the discretion to appoint a different registered public accounting firm at any time during the year if the Audit Committee determines that such change would be appropriate. Vote Required The affirmative vote of a majority of the votes cast is required to ratify the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions and broker non-votes will have no effect on the outcome of the proposal. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”“FOR” THE RATIFICATION OF THE APPOINTMENT OF CROWE HORWATH LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018.2023. ​ ​ ​ ​ ​ ​ 63 Table of Contents MATTERS RELATING TO INDEPENDENT PUBLIC ACCOUNTING FIRM Fees Paid to Crowe Horwath LLP The following table sets forth the aggregate fees billed by Crowe HorwathLLP for audit services rendered in connection with the consolidated financial statements and reports for fiscal year 20172022 and fiscal year 20162021 and for other services rendered during fiscal year 20172022 and fiscal year 20162021 on behalf of the Corporation and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services, which have been billed to the Corporation:   2017   2016 Audit Fees $410,000   $394,000 Audit-Related Fees 3,500   13,265 Tax Fees 113,900   95,350 All Other Fees   72,165        1,500 Total $599,565   $504,115 ​ 2022 2021 Audit Fees‌ $785,000 $637,300 Audit-Related Fees‌ $7,500 --- Tax Fees‌ $132,498 $145,317 All Other Fees‌ ​ ​ Total‌ $924,998 $782,317 ​ Audit Fees. Fees.Consists of fees billed for professional services rendered forfor: (i) the audit of the Corporation’s consolidated financial statements, (ii) the integrated audit over internal controls as required under Section 404 of the Sarbanes-Oxley Act, (iii) the review of the interim condensed consolidated financial statements included in quarterly reports, (iv) the audit of the Captive Insurance Agency,captive insurance agency owned by First Financial Corporation, (v) the services that are normally provided by Crowe HorwathLLP in connection with statutory and regulatory filings or engagements and (vi) attest services, except those not required by statute or regulation. Audit-Related Fees. Fees.Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Corporation’s consolidated financial statements and are not reported under “Audit Fees.” These services include accounting consultations for 20172022 and 2016. 2021. Tax Fees.Fees. Consists of tax compliance/preparation and other tax services. Tax compliance/preparation consists of fees billed for professional services related to federal and state tax compliance and assistance with tax audits and appeals for the company and the captive insurance agency. Other tax services consist of fees billed for other miscellaneous tax consulting, planning and required filings. All Other Fees.Fees. All other fees include SOX 404 and internal audit software licensing fees, in both years, as well as non-audit relatednon-audit-related consulting services performed in 2017 related to an AML Model Validation Project. services. Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Public Accounting Firm All of the fees and services described above under “audit fees,” “audit-related fees,” “tax fees” and “all other fees” were pre-approved by the Audit Committee. The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent public accounting firm. These services may include audit services, audit-related services, tax services and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent public accounting firm. Under the policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the independent public accounting firm is required to provide detailed back-up documentation at the time of approval. The Audit Committee may delegate pre-approval authority to one or more of its members. Such member must report any decisions to the Audit Committee at the next scheduled meeting. ​ 64 Table of Contents SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS Shareholders desiring to make a director nomination or a proposal for any business or matter to be presented at any annual meeting of shareholders of the Corporation must comply with the advance notice procedures provided in our by-laws.Code of By-Laws. Those procedures are summarized below. Failure to comply with our by-law procedures and deadlines may preclude presentation of your director nomination or proposal at an annual meeting. A complete copy of our by-laws wasCode of By-Laws is included as an exhibit to the Corporation’sour Form 8-K filed on August 24, 2012 and is10-K available on the SEC’s website at www.sec.gov. Submission of Shareholder Proposals and Director Nominations; Notice Deadline Deadlines Nominations for the election as directors and proposals for any business or matter to be presented at any annual meeting of shareholders may be made by any of our shareholdersshareholder of record at the time notice of such meeting is mailed and who is entitled to vote in the election of directors or on the business or matter to be presented, as the case may be.be, provided that any proposal must be in proper form and such shareholder must comply with the notice procedures and other requirements with respect to director nominations and shareholders proposals set forth in Section 11 of our Code of By-Laws, including timely notice. In order for a shareholder to properly and timely make such a nomination or proposal, the Corporation’s Secretary must receive notice thereof in writing at the Corporation’s principal office (x) neither later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day in advance of the anniversary of the previous year’s annual meeting if the annual meeting is to be held on a day which is not lessmore than 120thirty (30) days in advance of the anniversary of the previous year’s annual meeting or not later than sixty (60) days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting, including in the event that no annual meeting was held in the previous year, not earlier than the close of business one hundred twenty (120) days prior to the dateannual meeting and not later than the close of business on the later of: (1) the ninetieth (90th) day prior to the annual meeting; provided, however, that inmeeting and (2) the event that less than 130 days’ notice or priorclose of business on the tenth (10th) day following the first date of public disclosure of the date of such annual meeting. In no event will the public disclosure of an adjournment or postponement of an annual meeting iscommence a new notice period (or extend any notice period). Each notice given by a shareholder with respect to a nomination for election or madewith respect to shareholders (which noticeproposed business other than a director nomination must set forth for each nominee or public disclosure shall includewith respect to such other business the dateinformation enumerated in Section 11 of our Code of By-Laws. In addition, the annual meeting specifiedproposing shareholder also must provide the information and representations enumerated in Section 11 of our by-laws, ifCode of By-Laws about such proposing shareholder and may be asked to provide any other information relating to his or her nominee or the annual meeting is held on such date), noticeproposed business as may be reasonably requested by theus. Any shareholder who intends to be timely must be received by us no latersolicit proxies in support of director nominees other than the closeCorporation’s nominees also must comply with the additional requirements of Rule 14a-19(b) under the 10th day following the day on which such noticeSecurities Exchange Act of the date of the annual meeting was mailed or such public disclosure was made. 1934. Inclusion in Our Proxy Materials A shareholder who desires to include a proposal in our proxy soliciting materials relating to our 20192024 annual meeting of shareholders must send the proposal in writing to Mr. Rodger A. McHargue, our Secretary, such that we receive it at our principal executive office at One First Financial Plaza, Terre Haute, Indiana 47808 no later than November 14, 2018.18, 2023. Any such proposal must be made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934. ​ Shareholder Nominations 65 Table of Director CandidatesContents Each notice given by a shareholder with respect to a nomination for election as a director must set forth for each nominee: (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the Corporation which are beneficially owned by such person, and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for the election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected). The shareholder making the nomination must provide his or her name and record address and the class and number of shares of our stock beneficially owned by the shareholder, and will be asked to provide any other information relating to his or her nominee as may be reasonably requested by us. 1IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 20182023 ANNUAL MEETING The SEC’s e-proxy rules require companies to post their proxy materials on the internetInternet and permit them to provide only a Notice of Internet Availability of Proxy Materials to shareholders. For this proxy statement, we have chosen to follow the SEC’s “full set” delivery option and therefore, although we are posting a full set of our proxy materials (this proxy statement and our Annual Report to Shareholders for the fiscal year ended December 31, 2017)2022) online, we are also mailing a full set of our proxy materials to our shareholders. The Corporation’s Proxy Statement for the 20182023 Annual Meeting of Shareholders, Proxy Card and Annual Report to Shareholders for the fiscal year ended December 31, 2017,2022, are available at www.first-online.com/proxyhttps://investor.first-online.bank/sec-filings/proxy-materials/default.aspx. We are mailing a full set of our printed proxy materials to shareholders on or about March 14, 2018.17, 2023. On this date, all shareholders of record and beneficial owners will have the ability to access all of the proxy materials on the website referred to above.at www.first-online.bank. These proxy materials will be available free of charge. ​ ​ 66 Table of Contents HOUSEHOLDING To reduce the expense of delivering duplicate proxy materials to our shareholders, we are relying on SEC rules that permit us to deliver only one proxy statement to multiple shareholders who share an address unless we receive contrary instructions from any shareholder at that address. This practice, known as “householding,” reduces duplicate mailings, saves printing and postage costs as well as natural resources and will not affect dividend check mailings. If you wish to receive a separate copy of the annual report or proxy statement or if you wish to receive separate copies of future annual reports or proxy statements, please contact our Chief Financial Officer and Secretary, Rodger A. McHargue by phone at (812) 238-6000 or by mail at First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808. We will deliver the requested documents promptly upon your request. If you and other shareholders of record with whom you share an address currently receive multiple copies of annual reports or proxy statements or if you hold our stock in more than one account and, in either case, you wish to receive only a single copy of the annual report or proxy statement, please contact our Chief Financial Officer and Secretary, Rodger A. McHargue by phone at (812) 238-6000 or by mail at First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, with the names in which all accounts are registered and the name of the account for which you wish to receive mailings. ​ 67 Table of Contents ADDITIONAL INFORMATION Upon written request, the Corporation will provide without charge to each requesting shareholder a copy of the Corporation’s 20172022 Annual Report on Form 10-K, which is required to be filed with the SEC. Address all requests to: Rodger A. McHargue, Chief Financial Officer and Secretary First Financial Corporation One First Financial Plaza P.O. BOXBox 540 Terre Haute, Indiana 47808 ​ 68 Table of Contents OTHER MATTERS As of the date of this Proxy Statement,proxy statement, the Corporation knows of no business that will be presented for consideration at the annual meetingAnnual Meeting other than the items referred to above. If any other matter is properly brought before the meeting for action by shareholders, proxies in the enclosed form returned to the Corporation will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in accordance with the best judgment of the proxy holder. ​ ​ By Order of the Board of Directors /s/ Rodger A. McHargue Chief Financial Officer and Secretary March 17, 2023 ​ ​ March 14, 2018 69 47 Table of Contents ​ Table of Contents ​ Table of Contents ​ ​