UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

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Filed by a Party other than the Registrant

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Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

GERMAN AMERICAN BANCORP, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee ~~required.~~required

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Fee paid previously with preliminary materials

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Fee computed on table below per Exchange Act Rules 14a-6(i)~~(4)~~(1) and ~~0-11.~~0-11

~~(1)~~

~~Title of each class of securities to which transaction applies:~~

~~(2)~~

~~Aggregate number of securities to which transaction applies:~~

~~(3)~~

~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):~~

~~(4)~~

~~Proposed maximum aggregate value of transaction:~~

~~(5)~~

~~Total fee paid:~~

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~~Fee paid previously with preliminary materials.~~

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

~~Amount Previously Paid:~~

~~Form, Schedule or Registration Statement No.:~~

~~Filing Party:~~

~~Date Filed:~~

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GERMAN AMERICAN BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ~~MAY 20, 2021~~APRIL 29, 2024

We are pleased to notify you that we will hold the ~~2021~~2024 annual meeting of our shareholders on ~~Thursday, May 20, 2021,~~Monday, April 29, 2024, at 6:11:30 ~~P.M.,~~A.M, Eastern Time, at the ~~Klub Haus 61, 2031 Newton Street,~~German American Operations Center, 1311 W. 12th Ave., Jasper, Indiana, for the following purposes:

To elect four (4) directors, each to serve until the ~~2024~~2027 annual meeting of our shareholders;

To approve, on an advisory basis, the compensation of our Executive Officers who are named in the compensation disclosures in the accompanying Proxy Statement;

To approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2021;~~2024; and

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To transact such other business as may properly come before the meeting.

Our Board of Directors has established the close of business on March ~~11, 2021~~8, 2024 as the “record date” for this annual meeting. This means that you are entitled to vote at this meeting (in person or by legally-appointed proxy) if our stock records show that you owned shares of our ~~Common Shares~~common stock at that time.

We invite you to attend this annual meeting in person. Even if you plan to attend, please complete, sign and date the accompanying proxy and return it to our agent promptly in the enclosed postage-paid envelope — or, vote by Internet or by telephone by following the instructions in the accompanying Proxy Statement.

~~Special Notice Regarding COVID-19:~~ ~~In light of~~Teleconference Option. Shareholders will also have the ~~continuing risks posed by~~option to listen to the ~~COVID-19 pandemic,~~ meeting ~~attendees will be required~~via teleconference. To listen to ~~follow health and safety guidelines, mandates, and applicable executive orders from federal, state and local authorities in effect~~the live teleconference, shareholders should dial 1-888-886-7786. Those shareholders planning to listen should connect to the teleconference at least ten (10) minutes prior to the ~~time~~start of the meeting, ~~including those related to personal protective equipment, such~~ as face masks, social distancing and limited attendance at public gatherings. We may also implement additional protocols that are more stringent than federal, state and local guidelines if we determine they are necessary to protect the safety and well-being of our directors, employees and guests (e.g., we may require attendees to wear face masks even if the federal, state or local guidelines no longer require them). In any event, prior to attending the annual meeting in person, we urge you to review any applicable governmental orders and mandates and to check our website (www.germanamerican.com/annualmeeting) to see if any additional protocolsan operator will register your name. While shareholders will be ~~imposed. In addition, if any orders, mandates~~able to listen to the meeting via teleconference, they will not be able to vote or ~~limitations make it necessary for us to hold the annual meeting solely by means~~revoke a proxy via this manner of remote communication, we will announce that decision in advance, and details on how to participate in the annual meeting will be available at www.germanamerican.com/annualmeeting. We recommend that you visit the website to confirm the status of the annual meeting before planning to attend in person.participation.

GERMAN AMERICAN BANCORP, INC.

[MISSING IMAGE: sg_bradleyarnett-bw.jpg]

~~D. NEIL DAUBY~~
Bradley C. Arnett
Senior Vice President, Chief Legal Officer and Corporate Secretary

March ~~30, 2021~~
21, 2024
Jasper, Indiana

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF

GERMAN AMERICAN BANCORP, INC.

to be held ~~May 20, 2021~~April 29, 2024

INTRODUCTION

The Board of Directors of German American Bancorp, Inc. is soliciting proxies from shareholders for its use at the ~~2021~~2024 annual meeting of shareholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on ~~Thursday, May 20, 2021,~~Monday, April 29, 2024, at 6:11:30 ~~P.M.~~A.M., Eastern Time, at the ~~Klub Haus 61, 2031 Newton Street,~~German American Operations Center, 1311 W. 12th Ave., Jasper, Indiana.

To improve readability, German American Bancorp, Inc., which has prepared this proxy statement, will sometimes speak in this document in the first-person (using words such as “we” or “our” or “us”) and will address its shareholders using second-person words (such as “you” or “your”). We will also sometimes refer to German American Bancorp, Inc., as “the Company.” References to the Board of Directors of the Company in this proxy statement will usually be shortened to “our Board.” References to our “Proxy Committee” will refer to ~~U. Butch Klem~~Angela Curry and ~~Raymond W. Snowden,~~Susan J. Ellspermann, who are designated by the proxy cards that accompany this proxy statement as being the persons who are authorized to vote at the annual meeting those shares that are owned of record by shareholders that sign and return such proxy cards.

We are mailing this proxy statement, together with our ~~2020~~2023 annual report (Form 10-K) and summary annual report, a proxy card and an invitation to attend our annual meeting, to our shareholders on or about ~~April 5, 2021.~~March 25, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on ~~May 20, 2021:~~April 29, 2024:

This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2020,~~2023, are available free of charge at www.edocumentview.com/GABC.

INFORMATION ABOUT THE MEETING AND VOTING

Purposes of the Meeting

The purposes of the annual meeting are:

To elect four (4) directors, each to serve until the ~~2024~~2027 annual meeting of our shareholders;

To approve, on an advisory basis, the compensation of our Executive Officers who are named in the compensation disclosures in this Proxy Statement;

To approve, on an advisory basis, the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2021;~~2024; and

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4.

To transact such other business as may properly come before the meeting.

~~Special Notice Regarding COVID-19~~

In light of the continuing risks posed by the COVID-19 pandemic, meeting attendees will be required to follow health and safety guidelines, mandates, and applicable executive orders from federal, state and local authorities in effect at the time of the meeting, including those related to personal protective equipment, such as face masks, social distancing and limited attendance at public gatherings. We may also implement additional protocols that are more stringent than federal, state and local guidelines if we determine they are necessary to protect the safety and well-being of our directors, employees and guests (e.g., we may require attendees to wear face masks even if the federal, state or local guidelines no longer require them). In any event, prior to attending the annual meeting in person, we urge you to review any applicable governmental orders and mandates and to check our website (www.germanamerican.com/annualmeeting) to see if any additional protocols will be imposed. In addition, if any orders, mandates or limitations make it necessary for us to hold the annual meeting solely by means of remote communication, we will announce that decision in advance, and details on how to

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Attending the Meeting

The annual meeting is being held in person on Monday, April 29, 2024, at 11:30 A.M., Eastern Time, at the German American Operations Center, 1311 W. 12th Ave., Jasper, Indiana. Even if you plan to attend in person, you are urged to complete, sign and date the accompanying proxy and return it to our agent promptly in the enclosed postage-paid envelope, or vote by Internet or by telephone as described below.

Shareholders will also have the option to listen to the meeting via teleconference. To listen to the live teleconference, shareholders should dial 1-888-886-7786. Those shareholders planning to listen should connect to the teleconference at least ten (10) minutes prior to the start of the meeting, as an operator will register your name. While shareholders will be able to listen to the meeting via teleconference, they will not be able to vote or revoke a proxy via this manner of participation.

Voting Shares By Proxy That You Hold In Your Name

You have three choices:

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VOTE BY INTERNET — www.envisionreports.com/GABC. Use the Internet to transmit your voting instructions up until 1:00 A.M. Central Time on ~~May 20, 2021.~~April 29, 2024. Have your proxy card in hand when you access the ~~web site.~~website. Follow the steps outlined on the secured website.

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VOTE BY PHONE — 1-800-652-VOTE (8683). Call toll free within the United States, Canada, and Puerto Rico any time on a touch tone telephone up until 1:00 A.M. Central Time on ~~May 20, 2021.~~April 29, 2024. There is NO CHARGE to you for the call. Have your proxy card in hand when you call. Follow the instructions provided by the recorded message.

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VOTE BY MAIL — Mark, sign and date your proxy card and return it in the postage-paid envelope we’ve provided or mail it to Proxy Services, c/o Computershare Investor Services, P.O. Box ~~505008, Louisville, KY 40233-9814.~~43078, Providence, RI 02940-3078.

Voting Shares That You Hold in Brokerage or Similar Accounts

Many shareholders hold their shares through a stockbroker, bank, or other nominee rather than directly in their own name. If you hold your shares in one of these ways, you are considered a beneficial owner, not a record owner, and you therefore have no direct vote on any matter to come before the annual meeting. Your broker, bank, or nominee will send you voting instructions for you to use in directing the broker, bank, or nominee in how to vote your shares. Your broker, bank, or nominee may allow you to deliver your voting instructions via the telephone or the Internet.

If you hold your shares through a broker and you do not timely provide your broker with specific instructions on how to vote your shares, your broker will not be authorized to cast a vote on your behalf on ~~Proposal~~Proposals 1 and 2, but will be authorized to cast a vote on your behalf, in its discretion, on Proposal 2.3. In such cases, a “broker non-vote” may be entered with respect to your shares on ~~Proposal~~Proposals 1 and 2 to reflect that your broker was present with respect to your shares at the meeting but was not exercising voting rights on your behalf with respect to those shares.

Your Voting Options on Each of the Proposals

You may vote “for” or “withhold” (meaning you choose to withhold from our Proxy Committee your authority to vote) with respect to the election of each nominee for director (Proposal 1 on the proxy card).

You may vote “for,” “against” or “abstain” with respect to to:

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the nonbinding advisory proposal on the compensation of our Named Executive Officers (Proposal 2 on the proxy card); and

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the nonbinding advisory proposal on the approval of the appointment of Crowe LLP (Proposal 23 on the proxy card).

If any other matter is properly brought before the meeting and you have returned a proxy card (thereby appointing our Proxy Committee, or their designees, to vote your shares), your shares will be voted on that

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FOR the election as directors of the four (4) individuals named as its nominees in this proxy statement (Proposal 1 on the proxy card); ~~and~~

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FOR approval, on an advisory basis, of the compensation of our Executive Officers who are named in the compensation disclosures in this proxy statement (Proposal 2 on the proxy card);

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FOR the approval, on an advisory basis, of the appointment of Crowe LLP as our independent registered public accounting firm for our fiscal year ending December 31, ~~2021~~2024 (Proposal 23 on the proxy card).

As noted above, if any other matter is properly brought before the annual meeting, the Company — through the individuals named on the enclosed proxy card acting as our Proxy Committee, or their designees, and pursuant to the authorization granted under the proxy card — will vote your shares on that matter in accordance with the discretion and judgment of the Proxy Committee.

Required Votes to Elect Directors

Four (4) positions on our Board are scheduled to be filled by vote of the shareholders at the annual meeting. As a shareholder, you are entitled to cast one vote per share for each of up to four (4) nominees for election as directors at the annual meeting, but you may not cumulate your votes (in other words, you may not cast votes representing four (4) times the number of your shares entitled to vote in favor of a single nominee). Directors are elected from among the nominees by a plurality of the votes that are cast among all nominees; this means the individuals whose names are validly placed into nomination at the meeting who receive the four (4) highest number of votes cast “for” their election will be elected as directors of the Company. A properly returned proxy indicating “withhold” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. “Broker non-votes” will not be counted as votes cast on the proposal and will have no effect on the election of directors.

Required Vote to Approve Proposals

A majority of the votes cast at the meeting will approve: (i) the proposal to approve on an advisory basis the compensation of our Named Executive Officers; (ii) the proposal to approve the appointment of Crowe LLP; and ~~(ii)~~(iii) all other matters that arise at the annual meeting. Shares voted “for” the proposal and shares represented by returned proxies that do not contain instructions to vote against the proposal or to abstain from voting will be counted as shares cast for the approval of the proposal. Abstentions and broker non-votes will not be treated as votes cast “for” or “against” the proposal but shall be included for purposes of determining whether a quorum is present.

Please note, however, that because the ~~vote~~votes on the compensation of our Named Executive Officers and the appointment of Crowe LLP isare each advisory in nature, the results of such ~~vote~~votes will not be binding upon our Board or its committees.

Quorum

Indiana law provides that any shareholder action at a meeting requires that a quorum exist with respect to that meeting. Once a share is represented for any purpose at a meeting, it is deemed by Indiana law to be present for quorum purposes for the remainder of the meeting and (unless a new record date is or must be set for any such adjournment) any adjournment of that meeting.

A majority of the common shares entitled to vote at this meeting, present either in person or by proxy, will constitute a quorum for all purposes at the meeting. If a quorum should not be present, the annual meeting may be adjourned from time to time until a quorum is obtained.

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shareholders at our annual meeting. If any such other matter should properly come before the meeting, however, favorable action on such matter would generally require the affirmative vote of a majority of the votes cast, unless our ~~articles~~Articles of ~~incorporation~~Incorporation or ~~bylaws~~Bylaws or applicable law require otherwise. If you vote by proxy, you will be granting our Proxy Committee authority to vote your shares on any such other matter in accordance with their discretion and judgment.

Revocation of Proxies or Voting Instructions

A shareholder of record who has delivered a proxy card in response to this solicitation may revoke it before it is exercised at the annual meeting by executing and delivering a timely and valid later-dated proxy, by voting by ballot at the meeting or by giving written notice to ~~the~~our Corporate Secretary. If a shareholder of record has voted via the Internet or by telephone, such shareholder may also change that vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting by ballot at the meeting. Attendance at the meeting will not have the effect of revoking a proxy unless a shareholder gives proper written notice of revocation to ~~the~~our Corporate Secretary before the proxy is exercised or the shareholder votes by ballot at the meeting. Beneficial owners who have directed their broker, bank, or nominee as to how to vote their shares should contact their broker, bank, or nominee for instructions as to how they may revoke or change those voting directions.

Solicitation of Proxies

Our Board is making this solicitation of proxies for our annual meeting. Our Company will bear all costs of such solicitation, including the cost of preparing and mailing this proxy statement and the enclosed form of proxy. After the initial mailing of this proxy statement, proxies may be solicited by mail, telephone, facsimile transmission or personally by directors, officers, employees, or agents of the Company. Brokerage houses and other custodians, nominees, and fiduciaries will be requested to forward soliciting materials to beneficial owners of shares held by them for the accounts of beneficial owners, and we will pay their reasonable out-of-pocket expenses.

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PROPOSAL 1

ELECTION OF DIRECTORS

Our full Board currently consists of ~~fourteen (14)~~twelve (12) directors, all of whom served on our Board at the conclusion of the ~~2020~~2023 annual meeting of the Company’s shareholders. Our Board is divided into three classes, and directors in each class generally serve a three-year term. The terms of each class expire at successive annual meetings so that the shareholders elect one class of directors at each annual meeting. The current classification of our Board is:

	Terms expiring at this annual meeting:			Marc D. Fine, Jason M. Kelly, ~~U. Butch Klem, Raymond W. Snowden,~~Christina M. Ryan, and Tyson J. Wagler
	Terms expiring at the ~~2022~~2025 annual meeting:			Zachary W. Bawel, D. Neil Dauby, Susan J. ~~David Lett, Lee A. Mitchell, Christina M. Ryan,~~Ellspermann, and Thomas W. Seger
	Terms expiring at the ~~2023~~2026 annual meeting:			~~Chris A. Ramsey,~~Angela Curry, Diane B. Medley, M. Darren Root, ~~Mark A. Schroeder,~~ and Jack W. Sheidler

Messrs. Klem and Snowden, however, are not eligible to stand for re-election at this year’s annual meeting because each of them has attained the mandatory retirement age specified by our Company’s Bylaws (which provide that a director may not be elected after reaching the age of 69 years). In light of the vacancies that will result from the retirements of Messrs. Klem and Snowden and in accordance with our Company’s Bylaws, our Board has elected to reduce the number of directors from fourteen (14) to twelve (12) effective as of the conclusion of this year’s annual meeting. In addition, in order that the number of directors in each of our Board’s three (3) classes are as nearly equal as possible, effective as of the date of this year’s annual meeting, Ms. Ryan will be moved to the class standing for election at this year’s annual meeting.

~~Taking into consideration these changes, our~~Our Board, on the recommendation of the Governance/Nominating Committee, has nominated ~~Ms.~~each of Marc D. Fine, Jason M. Kelly, Christina M. Ryan, and ~~Messrs. Fine, Kelly and~~Tyson J. Wagler for re-election at this year’s annual meeting. If re-elected, each of these four (4) nominees will serve on our Board until the ~~2024~~2027 annual meeting, or until his or her successor is duly elected and qualified in accordance with the Company’s Bylaws. If any of these nominees should become unable to accept election, our Proxy Committee may vote for other person(s) selected by our Board. Our Board has no reason to believe that any of the nominees will be unable to accept election.

We present below certain information concerning our Board’s nominees for election at this year’s annual meeting, followed by information concerning those Board members who are not standing for election this year and whose term of office will continue after the annual meeting. This information includes their present principal occupations, which have been the same for the last five years, unless otherwise noted. The biographies of each of the nominees and continuing directors below contain information regarding the experiences, qualifications, attributes or skills that caused the Governance/Nominating Committee and our Board to determine that the person should be re-elected (or should continue to serve even if not standing for re-election) as a director for the Company in ~~2021.~~2024.

Following the director biographies is information concerning our corporate governance and committee structures. We have noted in the biographies the committee memberships of those directors who serve on those standing committees about which information is provided elsewhere in this document, namely our Compensation/Human Resources, Audit, and Governance/Nominating Committees. Our directors also serve on other committees of our Board and the board of directors of the Company’s banking subsidiary that are not required to be described by this proxy statement and which are therefore not identified in these listings.

Elsewhere in this proxy statement you will find information concerning the amount of our common shares that are beneficially owned by each of our directors (see “OWNERSHIP OF OUR COMMON SHARES BY OUR DIRECTORS AND EXECUTIVE OFFICERS”) and information regarding the compensation of our directors (see “DIRECTOR COMPENSATION”). We urge you to review all of this information when deciding how to vote on Proposal 1.

Our Board recommends that you vote FOR all four (4) of the nominees named below.

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The following persons have been nominated for election to the Board:

Nominees for Election at this Annual Meeting (with Terms to Expire at the ~~2024~~2027 Annual Meeting)

Marc D. Fine

Marc D. Fine, ~~61,~~64, has served as a director of the Company since his election in 2011. He presently serves on the Governance/Nominating Committee of our Board. Mr. Fine was a director of the former Bank of Evansville, having been among its founding director group in 2001. Mr. Fine has practiced law, with a concentration in business, ~~law~~financial and tax matters, in Evansville, Indiana since 1984 and was a founding partner of the law firm of Rudolph, Fine, Porter & Johnson, LLP, in Evansville. Rudolph, Fine, Porter & Johnson, LLP merged in 2014 with Jackson Kelly PLLC. Mr. Fine is currently the Managing Member of the Evansville office of Jackson Kelly PLLC and was formerly a member of the Executive Committee of Jackson Kelly PLLC. He is also active in many civic and community organizations and issince 2008 has been a Commissioner of the Indiana Gaming Commission, ~~(since 2008),~~ an official agency of the State of Indiana that oversees the state’s gaming industry. Our Board believes that Mr. Fine’s experience in business (including the banking business), state government, and law, in addition to his involvement in the Evansville business and civic communities, is of significant benefit to it.

Jason M. Kelly

Jason M. Kelly, ~~46,~~49, was appointed to our Board effective January 1, ~~2019, after having been identified and recruited by the Governance/Nominating Committee of our Board.~~2019. He presently serves on the Audit Committee of ~~the~~our Board. Mr. Kelly is the Chief Financial Officer of Jasper Holdings, Inc., the parent company of Jasper Engines & Transmissions ~~a 100% Associate-Owned, 78 year-old~~and Weller Truck Parts, along with other diversified automotive brands. Collectively, Jasper ~~Indiana based company with over 3,200 employees nationwide.~~Holdings, Inc. employs more than 4,400 Associate Owners throughout the United States. Mr. Kelly was previously the President and CEO of a large ~~family owned~~family-owned multi-concept franchised restaurant company based in Jasper for 12 years. Mr. Kelly has extensive experience in ESOP companies ~~as well as,~~and a deep background in real estate, banking, information technology, and finance, having been the CFO of a mid-size commercial construction and development company in Central Indiana and regional CFO for one of the largest homebuilding companies in North America. Prior to joining ~~the~~our Board, ~~of Directors,~~ Mr. Kelly ~~had~~ served on one of German American Bank’s ~~South Central~~ regional advisory ~~board for the counties of Dubois, Perry, and Spencer.~~boards. Mr. Kelly’s experience in real estate, operating successful and growing businesses within our markets, and his solid base of banking experience and understanding of the Company’s business model and culture bring value to our Board and the Company.

Christina M. Ryan

Christina M. Ryan, ~~62,~~65, was appointed to our Board effective October 15, 2019. She is a member of the Compensation/Human Resources Committee of our Board. Ms. Ryan is the Chief Executive ~~Officer and Chief Nursing~~ Officer at the Women’s Hospital in Newburgh, Indiana, which is part of the Deaconess Health System. She ~~was appointed to serve~~also previously served as the Hospital’s Chief Nursing Officer. Ms. Ryan serves on the Board of Trustees for the University of Southern ~~Indiana. She also serves~~Indiana and on various ~~health care industries~~healthcare industry boards throughout Indiana. She has prior banking experience as she ~~currently serves~~previously served on one of German American Bank’s regional advisory ~~board for its Southwest Region, consisting of the Indiana counties of Vanderburgh and Warrick since 2013.~~boards. Ms. Ryan, therefore, brings ~~health care~~healthcare industry knowledge to our Board, as well as insights into economic development initiatives in our growth banking markets.

Tyson J. Wagler

Tyson J. Wagler, ~~41,~~44, was appointed to our Board effective October 15, 2019. He currently serves on the Audit Committee of our Board. Mr. Wagler is a partner in Frette & Wagler LLC, a Washington, Indiana-based CPA firm, which offers a wide range of tax and accounting services for individuals and a variety of businesses. Mr. Wagler has over ~~sixteen~~nineteen years of experience in the accounting profession. He serves on the board of the Daviess County Community Hospital and has prior banking experience, having previously served on one of German American Bank’s regional advisory ~~board for its West Region, consisting of the Indiana counties of Daviess, Knox, Martin, Pike and Gibson, since 2013.~~boards. Mr. Wagler’s extensive experience providing tax and accounting services, as well as his service on our Bank’s advisory board, enable him to be a significant contributor to our Board.

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Continuing Directors of the Class with Terms Expiring at the ~~2022~~2025 Annual Meeting

Zachary W. Bawel

Zachary W. Bawel, ~~56,~~59, was appointed to our Board effective July 1, ~~2018, after having been identified and recruited by the Governance/Nominating Committee of our Board.~~2018. He is a member of the Compensation/Human Resources Committee of our Board and has served as the Committee’s Chairman since July 1, 2020. Prior to becoming Chairman, he served as Co-Chairman of the Committee. He also serves on the Governance/Nominating Committee of our Board. Mr. Bawel is President ~~& COO~~ of Jasper ~~Engines & Transmissions,~~Holdings, Inc., a 100% Associate-Owned, 7882 year-old Jasper, ~~Indiana based~~Indiana-based company with over ~~3,200~~4,600 employees nationwide. He has over 3237 years of sales, distribution and management experience with the company, having served as President since 2011. Mr. Bawel currently also serves on the executive committee and on the board of directors of Jasper ~~Engines,~~Holdings, Inc., is a member of the advisory board of WireCrafters LLC, the nation’s leading manufacturer of woven and welded wire partitions and other related material handling products, he is a board member of Brake Supply, based in Evansville, Indiana, and ~~he also joined~~is on the board of Lochmueller Group, a Midwest regional consulting firm with emphasis on infrastructure improvements. He also has prior banking experience having previously served on one of German American Bank’s regional advisory ~~board for its South Central Region, consisting of the Indiana counties of Dubois, Perry and Spencer, since 2013. The~~boards. Our Board believes that Mr. Bawel’s strong business acumen, solid base of banking experience and understanding of the Company’s business model and culture are valuable resources to our Board and the Company.

~~J. David Lett~~D. Neil Dauby

~~J. David Lett, 68,~~D. Neil Dauby, 60, is the Company’s Chairman and Chief Executive Officer. He was first appointed to our Board effective July 1, 2021. From January 1, 2022 until May 18, 2023, Mr. Dauby served as the Company’s President and Chief Executive Officer. He assumed the additional role of Chairman of the Board effective May 18, 2023, at which time Mr. Dauby vacated the office of President. Prior to serving as President and Chief Executive Officer, Mr. Dauby was the Company’s President and Chief Operating Officer, a ~~director~~role that he assumed on January 1, 2021 and in which he became directly responsible for all facets of the Company’s operations. Mr. Dauby previously served as the Company’s Executive Vice President and Chief Commercial Banking Officer. He was designated as an Executive Officer of the Company ~~since 2000~~for certain securities law purposes at the annual reorganization meeting of our Board of Directors held in 2016. Mr. Dauby joined German American in 2001, following a 15-year career in public accounting. He also previously served as president of one of German American’s community banking subsidiaries. Our Board believes that Mr. Dauby’s banking industry knowledge and ~~a member of its Governance/Nominating Committee, has practiced law for~~business experience in both the Indiana and Kentucky markets over 36 years with Lett & Jones, a law firm in Martin County, Indiana (part of the Company’s southern Indiana market area) that provides legal services to a wide range of individual, governmental and organizational clientèle in Martin, Daviess and Dubois Counties. Mr. Lett’s professional and civic relationships and stature within these communities position him well to offer valuable insight and perspective on a variety of matters relating to the Company’s banking, insurance, investment, and trust services.his career are invaluable.

~~Lee A. Mitchell~~Susan J. Ellspermann

~~Lee A. Mitchell, 56,~~Susan J. Ellspermann, 63, was appointed to our Board effective ~~October 29, 2018,~~July 1, 2021. She is a member of the Compensation/Human Resources Committee of our Board. Dr. Ellspermann serves as president of Ivy Tech Community College, the public statewide community college system for the State of Indiana. She previously served as Indiana’s Lieutenant Governor and as a ~~result~~State Representative. Her earlier career includes being a founding director of the ~~merger with First Security, Inc. (“First Security”), having served as Chairman~~University of ~~the Board at First Security. Mr. Mitchell, who had served as a director~~Southern Indiana’s Center for Applied Research and Economic Development, and an owner of ~~First Security since 1998, has owned~~Ellspermann and ~~operated the L. Mitchell Farms since 1984. He is also President and Chief Executive Officer of Amino Health,~~Associates, Inc., a ~~position he has held since January, 2018.~~business focused on creative problem solving and strategic planning, and holding industrial engineering positions at GM, Michelin and Frito-Lay. Our Board believes that ~~Mr. Mitchell’s knowledge of~~Dr. Ellspermann’s unique perspective as it relates to the ~~markets~~workforce, corporate, and political environment in which ~~First Security has operated~~we operate will be invaluable to German American as we strive to better serve each of these sectors of our business. Her expertise and ~~his familiarity with First Security’s personnel~~leadership in economic development and ~~history make his service as a director valuable~~her meaningful local and state knowledge are significant assets to ~~the Company.~~German American.

Thomas W. Seger

Thomas W. Seger, ~~63, has served as a director of the Company since his election~~66, was appointed to ~~a newly-created board seat,~~our Board effective August 16, 2011. He serves as ~~a “co-lead~~our lead independent ~~director” (along with Mr. Klem) of our Board~~director and is a member of the Compensation/Human Resources and Chairman of the Governance/Nominating Committees of our Board. Mr. Seger ~~is President of~~has an ownership interest in various Indiana-based businesses including Simple Transport, Inc., located in Dubois, Indiana, Wabash Valley Produce, Inc., a large poultry producer ~~headquartered in Dubois, Indiana, an officer of Simple Transport, Inc., which is also~~ located in Dubois, Indiana, and ~~an owner~~Farbest Foods, located in Huntingburg, Indiana. He is also a member of ~~Farbest Foods.~~the board of directors of Simple Transport and Wabash Valley Produce and

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~~company based~~the Compensation/Human Resources Committee of our Board. Ms. Curry serves as General Counsel and Vice President for Legal Affairs at the University of Louisville. As General Counsel, Ms. Curry serves as the University’s chief legal officer. She directs and manages the provision of all legal services to the University of Louisville while supporting and advancing the overall mission and Cardinal Principles. In addition to her role as General Counsel and Vice President for Legal Affairs, in ~~Tell City, Indiana)~~2021, Ms. Curry was appointed to serve as Interim Chief of Staff for the University, and now serves as Vice President for Governance and Strategic Initiatives in addition to her role as Chief Legal Counsel. She is very active in several Louisville civic organizations. Our Board believes that Ms. Curry’s extensive skills in complex litigation management, corporate governance, human resource management, strategic negotiations, employment law, litigation oversight, compliance training, and corporate administration along with her knowledge of the greater Louisville market make her an incredible asset to our Board and the ~~owner~~Company.

Diane B. Medley

Diane B. Medley, 68, was appointed to our Board effective July 1, 2022. She presently serves on the Audit Committee of ~~several businesses~~our Board. Ms. Medley is a Partner Emeritus of Cherry Bekaert LLP. Cherry Beckaert LLP is a top 25 CPA firm in the ~~construction~~United States with locations across the U.S. As the former Managing Partner and ~~real estate~~Co-founder of MCM CPA & Advisors LLP, she was the first woman in the region to hold this position. She has extended her leadership and expertise to many organizations across Kentucky and Indiana. Ms. Medley is a respected leader in the financial industry with ~~over 41 years’ experience~~immense knowledge and expertise in ~~real estate. Mr. Ramsey has served~~building and growing businesses of all sizes. Her strong entrepreneurial spirit, focus on serving her community, and local knowledge within the ~~boards of directors of~~markets the ~~former Bank of Evansville,~~Company does business are viewed by our Board as being integral in shaping and enhancing the former Tell City National Bank (Tell City, Indiana) and former First National Bank (Cannelton, Indiana). Mr. Ramsey therefore brings valuable bank director experience, as well as, real estate experienceCompany in the years to ~~our Board.~~come.

M. Darren Root

M. Darren Root, ~~60,~~63, was appointed to the Board effective January 1, 2013. Mr. Root serves as the Chairman of the Audit Committee of our Board. Mr. Root is ~~Vice President of Market Strategy~~Chief Strategist for ~~Right Networks,~~Rightworks, LLC and ~~general manager~~Founder of Rootworks, a wholly owned subsidiary of ~~Right Networks,~~Rightworks, LLC. Rootworks iswas a membership-based consulting firm dedicated to educating small and mid-size accounting firms on technology, practice management, marketing, branding, and more. Mr. Root holds CPA, CITP (Certified Information Technology Professional), and CGMA (Chartered Global Management Accountant) credentials. Mr. Root is the author of ~~“The~~The Intentional ~~Accountant”~~Accountant and co-authored the books ~~“The~~The E-Myth ~~Accountant”~~Accountant and ~~“Youtility~~Youtility for ~~Accountants.”~~Accountants. He is the former Executive Editor of CPA Practice Advisor. Our Board believes that Mr. Root’s knowledge base in the areas of accounting, audit, finance, and technology enhances Board and Audit Committee decision-making, and that he brings a depth of knowledge of the Bloomington, Indiana market area to the Board.

~~Mark A. Schroeder~~

Mark A. Schroeder, 67, has served as a director of the Company since 1991, as its Chief Executive Officer since 1999 and as its Chairman since 2009. Mr. Schroeder, who was licensed as a certified public accountant in Indiana in 1995, has over 45 years of day-to-day banking experience, including experience as the Company’s chief lending officer and as the Company’s chief financial officer and chief operating officer. Mr. Schroeder is active in Indiana and national industry organizations, including the boards of directors of leading state and national community banking industry associations, and since 2007 has served as Vice Chairman of the Board of Members of the Indiana Department of Financial Institutions, an official agency of the State of Indiana that oversees the banking and finance industry. Our Board believes that Mr. Schroeder’s banking industry knowledge and experience, and his insights as CEO, are invaluable.

Jack W. Sheidler

Jack W. Sheidler, ~~64,~~67, was appointed to our Board effective October 15, 2019, as a result of the merger with Citizens First Corporation (“Citizens”). Mr. Sheidler, who was the Chairman of the Board of Citizens since 2009, has been an active real estate investor/developer for over 3035 years. He is the CEO and principal of various real estate development and investment companies, based in Bowling Green, Kentucky. His companies primarily focus on multi-family, retail, and office acquisition or development throughout the Southeast. Our Board believes that Mr. Sheidler’s knowledge of the real estate industry and the markets in

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) PRACTICES

We recognize the growing investor interest in “Environmental, Social, and Corporate Governance” (ESG) frameworks. ~~This perspective is aligned with the way we have always viewed our corporate purpose and the keys to our success. Simply stated, our~~Our long-term success is built and dependent on the long-term, sustainable success of all who live, work and do business in the communities we serve. As stated in our ~~mission~~purpose statement, “German American ~~is dedicated to helping~~helps individuals, families and businesses achieve ~~greater prosperity and~~their financial dreams to improve their quality of ~~life.~~life and place. We support the communities we serve and believe that when a community thrives, its people prosper.” We firmly believe that ~~how~~“how” we deliver on our ~~mission~~purpose will determine how well we create and preserve long-term, sustainable value for all our stakeholders, including our ~~shareholders. Put another way, we believe the interests of our long term~~ shareholders, ~~are wholly aligned with the needs and interests of our customers, employees,~~ vendors, regulators, employees, and ~~the~~ communities we support and serve.

Our Board plays a critical role in overseeing the potential impact of ESG matters on the Company’s operations and business, with specific oversight responsibilities being delegated to its Governance/Nominating Committee. These ESG oversight responsibilities have been formalized in the Committee’s Charter, which is available on our website at www.germanamerican.com, under the Corporate Profile — Governance Documents tab of the Investor Relations section.

While we believe we have a good ESG story to tell, we also know that our work for the common interests of our stakeholders ~~particularly those individuals, businesses, municipalities and non-profit clients, as well as the broader communities we serve,~~ is never finished. Rather, it will require a commitment that extends ~~well~~ beyond the ~~present, which includes living out our standards of integrity, responsive services, innovation and shared values, understanding~~present. It will require us to understand more fully societal needs and the impacts of our actions, and making continuous improvements for delivering on our mission over the course of time. We are continuing to develop more formalized efforts, documentation, reporting, and transparency of our ongoing ESG efforts.

Here are some of the ways we endeavor to address the ~~environmental, social and governance~~ESG issues for the benefit of our stakeholders:

~~Our People~~Environmental

~~As a service-oriented business,~~We recognize our ~~long-term success depends on our people. As~~responsibility towards the ~~Company has grown, the importance of our talent strategy has only intensified. For those reasons, we are committed to taking a multi-dimensional approach to talent~~environment and ~~culture.~~

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Diversity, Equity and Inclusion: At German American, we develop relationships based on a strong foundation of trust and mutual respect to help create loyal customers and a loyal team. The relationships we develop enhance our unified goal of serving individuals, families and businesses to achieve financial success. Our culture is what unifies our team across our business model and geographic footprint, ensures we are best positioned to serve our diverse clients and communities, and propels our continuous evolution. Our culture is rooted in our guiding values, which you can read more about in our 2020 Summary Annual Report available on our website at www.germanamerican.com.

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Oversight of Our Progress: Transparency and accountability are critical to informing and improving our recruiting and development practices. We are committed to furthering the leadership by our Board through the inclusion of female and diverse directors, as detailed in the Company’s Corporate Governance Guidelines and the Governance/Nominating Committee Charter available on our website at www.germanamerican.com. Within our workforce, we track and monitor employee data such as hiring, promotions and attrition at all levels throughout the Company. We also review performance data and promotion and compensation information to facilitate fair and objective decision-making. During regular reviews of each business unit, senior management engages in focused conversations with each business about their plans and progress in professional development of their teams and with respect to diversity, equity and inclusion.

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~~Talent Vision and Strategy: Our people and culture are critical~~ to the ~~Company’s long-term success. As such, our talent vision~~communities in which we operate and ~~strategy focus on:~~

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~~Enabling change management and performance teams that generate career opportunities for our people and create future leaders of the organization.~~

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~~Empathy towards others gives us a unique understanding and ability to provide internal and external service excellence.~~

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Our talent vision and strategy must be implemented in the context of an evolving business with accelerating velocity of change. In order to reflect the ongoing transformation in our industry, we are focused on:

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~~Our culture of taking initiative, accepting challenges, and achieving goals.~~

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~~Delivering a consistent, fair and high-quality experience for our people.~~

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~~Designing an organizational model that supports our diversified lines of business.~~

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~~Developing a scalable technology platform to effectively deploy and develop our people, processes and systems.~~

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~~Talent Development:~~serve. We believe ~~a critical driver~~socially responsible and sustainable practices is an integral part of our Company’s future growth is our ability to grow our team members’ knowledge, skills and abilities. We are committed to identifying and developing talent to help our team members accelerate their growth and achieve their career goals. We provide developmental opportunities for our team through a robust set of formal and informal programs.

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German American’s Leadership by Choice program is a set of immersive experiences and collaborative interactions, developing leadership skills over an eighteen-month period, followed by ongoing professional learning communities designed to further participants’ leadership skills. The program is built around a series of best-in-class leadership principles and their application by participants as they lead their current teams.

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German American’s Mentoring Program pairs members of our Executive and Senior Leadership teams with leaders throughout the organization to provide formal and informal opportunities for personal growth, organizational insight and relationship development.

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~~New Employee Orientation introduces new team members to our history, vision, mission, and guiding values.~~

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The Future Commercial and Business Banking Program is a multi-year rotational program for current employees and recent college graduates. Progressing the program as a cohort, it exposes participants to the fundamentals of commercial and retail banking, including the funding and pricing of commercial loans, credit analysis and relationship sales.

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~~The Tuition Reimbursement Program reflects our philosophy of continuous learning and provides reimbursement of tuition related expenses incurred through accredited institutions of higher education.~~

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The IVY Tech Bank Cohort Education Program was developed and made available through a partnership between the Company and IVY Tech Community College to provide opportunities for our team members to obtain a College degree among colleagues.

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The Summer Internship Program immerses college students into a variety of experiences designed to deepen participants’ knowledge and sharpen employment skills. During the 10 to 12 week program, participants are enriched with a deeper understanding of the financial services industry and how German American’s business model is making a positive impact on the local communities it serves. This has served as a strong talent identification and recruitment program for us.

We engage in talent review and succession planning continuously and engage in a formal review annually to reaffirm existing and identify new high potential, talented and diverse team members as we strive to deepen, enhance and diversify our leadership bench. We then implement multi-year individual development plans for these team members which include special assignments, structured learning, assessments, external coaching, sponsorship and hands-on work, and a blend of small group and individually tailored development opportunities.

~~Our Communities~~

Community leadership is a core value of German American. For over 110 years, the Company has given back to our communities to help build good places to live, work, raise families, and build businesses. This service to our communities is one of our principal values and has defined who we are and how we do ~~business. To ensure our long-term success, our strategic plan includes strategies~~business for ~~active and effective engagement with all segments~~the benefit of ~~our communities. We serve with a wide range of products and services~~

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offered to individuals and to small and medium-sized businesses throughout our footprint. Our aim is to grow our business and achieve appropriate returns for our shareholders by strengthening our communities. Here are some highlights:

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~~Our first priority is to deliver outstanding service to all of our clients without compromising the safe and sound operation of the Bank.~~

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~~We provide consumer and business products and services designed to support and strengthen all within the communities we serve.~~

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We give special consideration to the banking needs (including credit needs) of sustainable small businesses, low-to-moderate income individuals and neighborhoods, and community organizations that show they have a positive lasting impact on our communities.

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~~We have an extensive and active financial wellness program designed to support employees of our business clients and the unbanked and underbanked throughout our communities.~~

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~~We seek to strengthen our communities by supplying financial and human resources to civic, charitable, and other non-profit community service organizations throughout our footprint.~~

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We recognize we are committed to and accountable for performance under the Community Reinvestment Act (CRA) but, more importantly, we are accountable to our clients and the people who live and work in our markets. Our 2020 CRA Qualified Community Development Loans exceeded $100 million, and our CRA Qualified Investments, Donations and Grants were approximately $10 million.

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In 2020, German American also donated more than $2 million to non-profit organizations and community development efforts in our communities. Additionally, our team members, in spite of pandemic restrictions, volunteered approximately 3,000 hours of service in 2020 to organizations that assure a safety net of social services, community development, good health care, opportunities for spiritual development, education, and the arts.

~~The Environment~~

all. At German American, we recognize the impact our operations can have on the environment and we are working to reduce our carbon footprint.

We do this by focusing on LED conversions and timely replacement of HVAC systems in our existing buildings and the installation of the most energy efficient alternatives in connection with new construction. Further, we mandate the recycling of shred waste throughout our footprint as well as striving to optimize building occupancy in an effort to limit the adverse impact of unnecessary expansion. Additionally, we drive reductions in our carbon footprint through the utilization of technology and digital channels, including e-statements, electronic payments, ~~credit, savings, remittances,~~ mobile banking, imaging systems, and a board portal for providing board material and information.

Social

The Company strives to be socially responsible, guiding our work each day with our values of:

Integrity — We trust each other in words and actions. We value honesty, transparency, and diverse perspectives for high ethical standards in all we do.

Relationships — We develop relationships based on integrity, trust, and mutual respect to create positive outcomes and experiences for all.

Excellence — Because performance is vital, we are encouraged to take initiative, accept challenges, and be collaborative to achieve performance and operating excellence for our customers, shareholders, and communities.

Service — Service to our communities, customers, and each other is fun, rewarding and powerful. We develop valuable relationships by providing outstanding service to all.

Inclusion — We are committed to an inclusive workplace where diverse representation, perspectives, and experiences foster an atmosphere of empowerment, collaboration, and respect.

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The Company and our employees give back to the communities in which they live and work contributing their passions, time, and money to countless non-profit causes including that address the social needs of the communities we serve, ranging from financial literacy programs, food banks, veteran support, economic development groups, and more. Our Company and our employees make a difference in our communities and honor our value of service each day.

Our People

As a service-focused business, our long-term success depends on our people. Each year, the Company conducts an Employee Engagement survey, facilitated through our external partner, Quantum Workplace. This survey helps us identify drivers of engagement in order to create positive outcomes and experiences for all. The participation rate and overall engagement scores in 2023 were greater than 73%, all demonstrating a healthy organization in employee care compared to the banking industry. In 2023, the Company enjoyed an employee retention rate greater than 90%, also demonstrating a strong employee experience. We remain committed to creating an exceptional employee experience through fair and balanced compensation, employee wellness, employee development, and continued diversity, equity, and inclusion efforts.

Employee Health and Well-Being

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The health benefits program continues to provide highly competitive coverage options for medical, dental and vision coverage for single, spouse or full family plans. While health care costs have continued to rise, our Company offered plan continues to be competitive with minimal cost increases. Participation in the programs continues to be strong with 59% participation in medical, 75% participation in dental and 47% participation in our vision programs.

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We offer Health Care Spending accounts for pre-tax savings opportunities and recently added Dependent Care Spending accounts based on feedback from our employees needing assistance with saving for child and dependent care needs.

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The Employee Assistance Program (EAP) includes situational on-site mental health care, as well as telehealth options for clinical assessments and professional sessions. The EAP continues to provide assistance for personal and work life issues for employees.

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Wellworks for You, a wellness platform, provides employees more robust tools for fitness and nutrition, preventative screening tracking, fitness membership reimbursement and participation, and more. With this program, 63% of our employees enrolled in the Company-provided medical insurance completed their annual preventative screenings, earning a discount on their premiums.

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To assist with the health challenges observed in our employee benefits program participants, we added Hinge Health to our benefits platform in 2023. This program provides high-quality musculoskeletal (MSK) care to our employees through a digital clinic. In its first year, 84 employees participated in Chronic or Acute treatment programs.

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To encourage and support retirement savings and planning for German American employees, our 401(k) program automatically enrolls all employees at the 5% contribution level in order to get the full 4% match. More than 90% of our employees are currently enrolled in the plan, with an average employee deferral rate of 8%.

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More than 30% of our employees have enrolled in our Employee Stock Purchase Program (ESPP), which provides a 5% discount to fair market value of GABC stock. The ESPP is designed to provide a wealth building opportunity for German American employees.

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We continue to make adjustments to our employee benefits, such as expanding Paid Time Off (PTO) for our part-time employees, changes to our education assistance program, additional family bonding leave PTO, discounted banking services and more, based on our annual Employee Engagement survey feedback. We allow additional PTO days to be bought to provide work-life balance and flexibility options for employees, and created a PTO donation program for employees to help care for co-workers who are in need of additional PTO for unforeseen circumstances.

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German American continues to adjust to the changing work environment, and applies our dispersed workforce learnings to provide more flexibility to our employees. We implemented a permanent

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remote work policy for qualified roles. We developed a flexible work policy, and supported team members with additional tools for more flexible working arrangements. All these options were implemented to support the work-life balance needs of our employee base.

Employee Development — Our commitment to the professional development and well-being of our employees continues to grow. We offer a variety of training courses that support our commitment to our communities and each other, such as respectful workplace and sexual harassment training, Integrity Selling, and Integrity Coaching. All qualified candidates regardless of gender/race/ethnicity are considered for these development programs.

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In 2023, we launched a new leadership development program, called our Emerging Leaders Development Program. It is an 18-month program to prepare new leaders in the business of banking and strategic leadership values, skills, and perspectives. The program has 20 participants from diverse disciplines in the bank and will celebrate the first graduating cohort in 2024.

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German American’s Leadership by Choice program is a set of immersive experiences and collaborative interactions, developing leadership skills over an 18-month period, followed by ongoing professional learning communities designed to further participants’ leadership skills. The program is built around a series of best-in-class leadership principles and their application by participants as they lead their current teams. In 2023, the fifth cohort of this program celebrated its completion, and German American now has more than 100 leaders throughout the organization equipped with these skills and actively engaging in ongoing internal Professional Learning Communities.

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New Employee Orientation introduces new team members to our history, purpose and values, and strategic plan and initiatives, including our corporate commitments to diversity, equity, and inclusion.

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Our commitment to Continuous Improvement (CI) in the Company provides employees with additional development and change management skills. In 2023, more than 33% of our employees participated in a CI project that allowed them to improve the employee and customer experience in their daily work and we have more than 35 team members who are trained CI facilitators within their departments.

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The Education Assistance Program reflects our philosophy of continuous learning and provides upfront payment of tuition related expenses incurred through accredited institutions of higher education. In 2023, we provided more than $60,000 in assistance to employees for both master and undergraduate degree programs. As a part of our Education Assistance Program, we are one of 300 employers who are partnered with Ivy Tech Community College’s Achieve Your Degree (AYD) program.

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The Summer Internship Program immerses college students into a variety of experiences designed to deepen participants’ knowledge and sharpen employment skills. A diverse group of interns are recruited from multiple universities and degree programs each year. During ~~2020,~~the 10-week program, participants are enriched with a deeper understanding of the financial services industry and how German American’s business model is making a positive impact on the local communities it serves. This program has served as a strong talent identification and recruitment program for us, with half of our ~~mobile~~interns retained for either a part-time or full-time position in 2023.

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The training and ~~online~~development of all employees is critical to the success of the Company’s growth and customer service goals, and shows a commitment to employee engagement and development. In 2023, more than 22,000 hours of both live and on-demand training were logged by German American employees. In addition to trainings facilitated by our German American training and development team, we continue to expand our professional development through resources provided by the American Bankers Association, Indiana Bankers Association, Kentucky Bankers Association, and more.

Diversity, Equity and Inclusion (“DEI”)

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In 2023, the Company’s Senior Management Team make-up included 30% gender and 6.67% race/ethnicity diversity. There is 17% gender diversity within our Executive Team.

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We continue to facilitate a cross-functional DEI Task Force. In 2023, this task force helped us with DEI integration in alignment with our Strategic Plan, including our investments in training and development, talent acquisition strategies, community investments, and more.

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In 2023, in partnership with our DEI task force, the Company expanded our veteran recruitment efforts with the Employer Support of the Guard and Reserve program designation.

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In 2023, we became a founding donor of the ALASI Resource Center, a new support center for the Latino population in Dubois County (Indiana) and surrounding areas. The Center will serve as a hub for essential resources and assistance, tackling language barriers and fostering community growth.

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We established a Hispanic Bankers Best Practices group to support our team members and enhance service to our customers. This group continues to help us identify improvements in our abilities to serve multi-lingual customers.

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We are committed to accelerating hiring initiatives to increase the diversity of our team and leaders, and actively monitor and study our applicant summary by race, gender, disability and veteran status for areas to further increase our diversity. We have expanded our intentional recruitment efforts in colleges and universities that have a more diverse student population in our footprint.

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Our training and development program for 100% of employees includes annual DEI training, including Unconscious Bias, Creating a Respectful Workplace, and other similar DEI topics.

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In 2023, the Board added a person of diverse race/ethnicity and achieved 33.3% gender diversity, as reflected in the Board Diversity Matrix.

Our Communities

We are committed to caring for and fostering equity within our communities with the same passion and energy with which we serve all of our stakeholders. Service to our communities and our customers is a core value at German American. For more than 114 years, the Company has given back to our communities to help build strong places to live, work, raise families, and build businesses. This service to our communities has defined who we are and how we do business. To ensure our long-term success, our strategic plan includes strategies for active and effective engagement within our communities. We provide a wide range of products and services to individuals and small and medium-sized businesses throughout our footprint. Our aim is to grow our business and achieve appropriate returns for our shareholders by strengthening our communities. Here are some highlights:

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We give special consideration to the banking ~~utilization increased by 37%~~needs (including credit needs) of sustainable small businesses, majority-minority and low-to-moderate income individuals and neighborhoods, and community organizations that show they have a positive lasting impact on our communities.

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We are committed to and accountable for performance under the Community Reinvestment Act (CRA) yet, more importantly, we are accountable to our clients and the people who live and work in our markets. Our 2023 CRA Qualified Community Development Loans exceeded $168 million, supporting affordable housing, community services, economic development, and community revitalization.

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Our CRA Investments and Donations continued to grow in 2023 as well. Including the book value for investments made in prior years, CRA Investments and Donations exceeded $69 million.

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We continue to remain active in utilizing Small Business Administration (SBA) 7(a) and SBA 504 programs to support small business opportunities. These programs allow for more flexibility for the small business borrower when looking to finance owner occupied real estate, equipment, business acquisition or working capital.

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We continued our commitment to supporting the communities in which we live and work through investment in affordable housing projects. Through our most recent acquisition, we acquired specialized talent that provided us the opportunity to serve those who need affordable housing in a more meaningful way. During 2023 and 2022, we originated nearly $150 million in new commitments in or near our communities to help fill a much-needed housing shortfall.

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Over the last few years, we have meaningfully expanded the number of Community Development Financial Institutions (CDFIs), private financial institutions dedicated to lending to low-income, low-wealth, or disadvantaged communities, that we partner with. Typically, CDFIs help those borrowers who have difficulty accessing traditional financing. By collaborating with these organizations, we are able to provide working capital via donations to help these organizations operate as well as have the opportunity to provide direct lending to businesses that seek out the respective CDFI.

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Our team members volunteered more than 5,300 hours of service in 2023 to organizations that assure a safety net of social services, community development, accessible health care, opportunities for spiritual development, education, and the arts.

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We have an extensive and active financial education program designed to support and provide financial education to employees of our ~~website traffic increased by 14%~~business clients, the unbanked, and ~~Customer Care Center volume increased by 13%.~~underbanked throughout our communities, school financial education initiatives, and small business entrepreneurs.

Governance

Solid business ethics and strong corporate governance begins with an unwavering tone at the top of the organization. German American’s Board of Directors is committed to strong corporate governance principles and full transparency in all areas of our operations. The Company recognizes the importance of diversity with regard to the composition of its Board and strives to have a Board that provides diversity of thought and a broad range of perspectives. In an effort to achieve these objectives, the Governance/Nominating Committee considers diversity in its director candidate recommendations as well as guidelines detailed in the Company’s Corporate Governance Guidelines and the Committee’s Charter, which are available on our website at www.germanamerican.com, under the Corporate Profile — Governance Documents tab of the Investor Relations section. The Board’s gender/diversity ratio has remained at 33.3% following the conclusion of the Company’s 2023 annual meeting of shareholders.

All outside ~~board~~Board members, as well as, ~~the~~ members of the Audit, Compensation and the Governance/Nominating Committees meet the independence standards established by the SEC, Nasdaq, and the FDIC, as well those prescribed in our Corporate Governance Guidelines and the Governance/Nominating Committee Charter available on our website at ~~www.germanamerican.com.~~www.germanamerican.com (as described above). Elsewhere within this Proxy Statement are further details about our corporate governance policies and procedures.

~~Outlined below are details regarding our commitment to integrity, business ethics and digital security.~~•

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Integrity and Business ~~Ethics:~~Ethics: We are committed to doing what is right, acting with integrity, and holding ourselves accountable. We have an established a formal Code of Business Conduct (available on our website at ~~www.germanamerican.com)~~www.germanamerican.com, under the Corporate Profile — Governance Documents tab of the Investor Relations section) that provides additional clarity and focus on the ethical

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behavior we expect of all employee team members and members of our Board. The Code is supported by underlying policies as well as by interactive online training that all team members complete annually. Members of the Board also annually acknowledge their obligations under the Code of Business Conduct. It is critical for our team to understand our expectations and always do what is right. Our team also ~~need~~needs to be comfortable speaking up with no fear of retaliation if they have a concern or see something that does not seem quite right.

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Our Code of Business Conduct requires all team members and board members to adhere to our policies, recognize unethical behavior, and report suspected unethical or illegal conduct. We provide for several alternative channels for the reporting of possible illegal or unethical behavior. Under the Code of Business Conduct, employees are invited to report any possible illegal or unethical activity through our Section 301 Procedures or to the Human Resource Department, without fear of recrimination or retaliation. We also have an Open-Door Policy that encourages team members to bring any questions or concerns to their supervisor, their supervisor’s manager, department head, or corporate management, without fear of recrimination or retaliation. The procedure for reporting employee concerns directly to the Chief Risk Officer and Chief Internal Auditor is yet another channel for escalation of possible illegal or unethical behavior to an executive who is independent from front-line sales and service team members.

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To further its risk oversight role, our Board adopted an Enterprise-Wide Risk Management Policy calling for a culture of honesty and transparency. Consistent with the Company’s values, built on a

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foundation of integrity for generations, it is the Board’s expectation that management shall continue its commitment to a culture of transparency that encourages employees to be open, candid, and fact-based in discussing risk ~~issues, making all relevant facts and information available so the Company is able to make informed decisions.~~issues. Finally, our independent Compliance Review and Bank Secrecy Act Programs, along with our Strategic Customer Service Program, serve to identify and escalate to executive management and the Board any potentially illegal or unethical behavior or unsafe and unsound practices.

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~~Data Security~~Cybersecurity and ~~Privacy: Our Board~~Privacy: Cybersecurity is ~~actively engaged in the oversight~~a critical component of ~~German American’s cyber~~our enterprise-wide risk management program. Where appropriate, our processes and policies related to cybersecurity are integrated into our overall enterprise risk management framework. For example, all of our employees with network access are required to complete information security ~~program. Our Audit/Risk Committee~~ and ~~Technology Committee receive quarterly reports~~privacy training on the program and on developments in the cyber and information security sector from our Senior Technology Officer and Chief Risk Officer. Additionally, our Technology Committee, a subcommittee of the Board comprised of directors with technology industry backgrounds, periodically receives reports from the leaders of our digital banking, technology and information security teams. On an annual ~~basis, senior members~~basis. We are continuously working to improve our information technology systems and provide employee awareness training around phishing, malware, and other cyber risks to enhance our levels of ~~the digital banking, technology, risk and~~protection. See “CORPORATE GOVERNANCE — Risk Oversight” below for information ~~security teams provide a comprehensive overview of~~about our Board’s oversight over the Company’s cyber and information security program, including the Company’s process for evaluating cybersecurity incidents for purposes of making a determination as to any disclosure obligations under the ~~Board. Highlights of our cyber and information security governance include:~~

•

The Company employs an in-depth, multi-layered strategy of control programs, including monitoring external and internal threats and events, managing access, facilitating use of appropriate authentication options, validating controls and programs by internal teams and independent third parties and testing various compromise scenarios that are overseen by our information security team.

•

~~The Company invests~~SEC’s incident disclosure rule adopted in ~~threat intelligence and participates in financial services industry and government forums which track and report on cyber and other information security threats.~~

•

~~The Company routinely performs vulnerability tests.~~

•

~~The Company’s cyber and information security program regularly incorporates external expertise.~~

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~~The Company actively maintains Payment Card Industry/Data Security Standards certification at the service provider level and an Attestation of Compliance is available upon request.~~July 2023.

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CORPORATE GOVERNANCE

Board Leadership Structure

~~Our~~The Company’s governing documents provide our Board ~~is currently led by two co-lead independent directors~~with flexibility to select the appropriate leadership structure of the Company. In determining the leadership structure, the Board considers many factors, including the specific needs of the business, fulfilling the duties of the Board, and bythe best interests of the Company’s shareholders. Effective May 18, 2023, the Company began operating under a leadership structure in which the positions of Chairman of the Board and Chief Executive Officer are combined. Prior to that date, the Company operated under a leadership structure in which the positions of Chairman of the Board and Chief Executive Officer were separated — the position of Chairman of the Board was held by Mark A. Schroeder and D. Neil Dauby was the Company’s President and Chief Executive Officer. With Mr. Schroeder’s retirement from the Board effective May 18, 2023, Mr. Dauby assumed the additional role as Chairman of the Board on such date, while vacating the office of President.

We believe that having Mr. Dauby serve as Chairman of the Board and the Company’s Chief Executive Officer is appropriate because, in serving in those two capacities, it allows him to more effectively execute the Company’s strategic initiatives and business plans and confront its challenges. In addition, Mr. Dauby has extensive knowledge of all aspects of the Company and its business, risks, industry, and customers, and is best positioned to elevate the most critical issues for consideration by the Board.

As the Chairman, Mr. Dauby provides leadership to the Board and works with the Board and executive management to define the Board’s structure and coordinate its activities in the fulfillment of its responsibilities. In addition, he presides over periodic executive sessions of the Board and coordinates the agenda for meetings.

Mr. Dauby does not qualify as an independent director under the Nasdaq listing standards because of his role as the Company’s Chief Executive Officer. Therefore, the Board has designated Thomas W. Seger as its lead independent director, continuing a position that he has held since having first become a co-lead independent director in 2019. The lead independent ~~directors assist~~director assists our Board in assuring effective corporate governance and ~~each may serve~~serves as a chairperson of meetings of the independent directors that are held without the presence of any directors who may at that time be deemed not to be independent. The lead independent ~~directors may~~director also ~~each chair~~chairs meetings of our Board during any meetings or portions of meetings if the Chairman ~~of the Board~~ is absent. The Chairman of the Board chairs meetings of our Board (other than the separate sessions only of the Board’s independent directors) and of our shareholders. Mr. Klem and Mr. Seger are our Board’s co-lead independent directors and Mr. Schroeder (our Chief Executive Officer) is our Chairman of the Board.

In anticipation of Mr. Klem’s scheduled retirement from our Board effective as of the Company’s 2021 annual meeting of shareholders (as a result of reaching the mandatory retirement age specified by our Bylaws), the Board determined it is in the best interests of the Company and its shareholders to move to a two director, “co-lead” model in an effort to transition the lead independent director role to Mr. Klem’s successor. With Mr. Seger’s vast business experience, as well as substantial experience on our Board, including strong and effective leadership as Chairman of our Board’s Compensation/Human Resources Committee, the Board concluded that Mr. Seger was well-positioned for an expanded leadership role with our Board. As such, Mr. Seger was appointed as a co-lead independent director (serving along with Mr. Klem) in 2019 as a transition step in becoming the Board’s sole, lead independent director upon Mr. Klem’s retirement in 2021.

Our Board believes that this leadership structure is the most appropriate for our Company. Our Board believes that it benefits by the efficiencies achieved in having the role of CEO and Chairman combined in the same individual (Mr. Schroeder), and that the detailed knowledge of our day-to-day operations and business possessed by our Chairman of the Board as a result of his also acting as our CEO greatly enhances the decision-making processes of our Board as a whole. The independence of the Board as a whole is not compromised, however, as a result of the active involvement of Messrs. Klem and Seger as the designated co-lead independent directors, who are in a position to ensure that the powers and duties of the Chairman are being handled responsibly despite the dual role held by the Chairman as CEO. Furthermore, consistent with Nasdaq listing requirements, the independent directors regularly meet in independent sessions without Mr. Schroeder in attendance.

Director Independence

In accordance with rules of The Nasdaq Stock Market, our Board affirmatively determines the independence of each ~~Director~~director and nominee for election as a ~~Director.~~director. Our Board has determined that each of the ~~Directors~~directors of the Company (identified above) is independent under the definitions and interpretations of Nasdaq because none of them have any relationship with the Company that, in the opinion of our Board, would interfere with the exercise of his or her independent judgment in carrying out the responsibilities of a director, except that ~~Mark A. Schroeder~~D. Neil Dauby is not independent because he is the ~~Chairman and~~ Chief Executive Officer of the Company.

Our Board has not established its own definitions (different from the definitions and interpretations of Nasdaq) for determining whether its members are independent, but rather reviews such independence determinations on the basis of the total mix of information available to our Board at the time of the making of each such determination. Included in this information are any relationships (such as the ordinary course loan transactions by the Company’s bank subsidiary with members of our Board and their related persons, or the membership of directors in law firms that may provide legal services to the Company and its subsidiaries) that the Company has or may have with its directors that are disclosed in the Company’s most recent proxy statement or that become known to our Board from time to time after the issuance of that proxy statement.

Subsidiary Board Memberships

All members of our Board also serve on the board of directors of German American Bank, our wholly-owned bank subsidiary, and, if applicable, upon the same committees of the bank subsidiary board of directors as they serve on our Board. In addition:

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•

Several of our directors participate in selected meetings of the separate advisory boards of certain banking regions of our bank subsidiary, as follows: Mr. ~~Bawel, South~~Wagler, Central Region; ~~Messrs. Lett and Wagler, West Region; Mr. Fine and~~ Ms. Ryan, Southwest Region; Mr. Root, North Region; Mr. Kelly, Northeast Region; Mr. Sheidler, South Region; and ~~Mr. Klem, floats between Regions;~~Ms. Medley and Ms. Curry, Southeast Region; and

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Directors Bawel, ~~Lett, Ramsey, Schroeder,~~Dauby, Ellspermann, and Sheidler are members of the boards of directors of two of our other principal operating subsidiaries, German American Investment Services, Inc. and German American Insurance, Inc.

Risk Oversight

All members of our Board oversee the management of our Company’s affairs directly and through its committees. In doing so, our Board acts at all times with a view to the best interests of our Company and our shareholders. In fulfilling its mandate, our Board, among other matters, is responsible for reviewing the principal risks of our Company’s business to ensure the appropriate systems are in place to manage these risks. In addition, recognizing the potential impact our operations may have on our environment and the communities we serve, our Board maintains responsibility for overseeing the balance of our financial and operational priorities with ~~environmental, social and governance~~ESG issues affecting our employees and communities in order to manage the related reputational risks. The Audit Committee of our Board is charged with the responsibility to assist our Board in monitoring our principal financial risks and the processes employed to manage such risks. In discharging its mandate, the Audit Committee of our Board discusses with management our major financial risk exposures and the steps management has taken to monitor and control such exposures, including our risk assessment and risk management practices.

Because we deal with large volumes of sensitive customer information and financial transactions, the Company treats cybersecurity risk as a key operational risk within its enterprise-wide risk management framework. Our processes and policies related to cybersecurity are focused on: (i) developing an organizational understanding of managing cybersecurity risks, (ii) applying safeguards to protect our systems, (iii) detecting the occurrence of a cybersecurity incident, (iv) responding to a cybersecurity incident, and (v) recovering from a cybersecurity incident. In the event of a cybersecurity incident, the Company maintains incident response plans to investigate, classify, respond to, and manage cybersecurity incidents that may compromise the availability or integrity of our information systems, network resources, or data. In accordance with the incident response plans, cross-functional management teams assess and assign a threat level to each cybersecurity incident. A cybersecurity incident (or incidents, if aggregated together) assigned a critical threat level is escalated to a committee consisting of the Company’s executive and certain other officers (for such purpose, the “Critical Threat Committee”) for review.

In exercising oversight over the Company’s information technology risks, including its cyber and information security program, our Board has established a Technology Committee that is led by the Company’s Chief Digital and Information Officer and is comprised of directors with technology industry backgrounds, all of the Company’s executive officers, the Company’s Information Security Officer, and the Company’s Chief Risk Officer. The Technology Committee receives materials on a quarterly basis to address the identification and status of information technology cybersecurity risks. Each year, the full Board also receives a comprehensive update on the Company’s cyber and information security program.

The Company’s ~~management also keeps~~Critical Threat Committee is responsible for evaluating the materiality of a cybersecurity incident based on criteria that has been reviewed with our Board, ~~informed of~~and for determining whether there are disclosure obligations under applicable securities laws. In the event that the Critical Threat Committee determines that a critical cybersecurity ~~developments by providing periodic reports on~~incident (or incidents, if aggregated together) is deemed to be material, the Critical Threat Committee will brief our Board and oversee the disclosure process. For all critical cybersecurity metrics and updates on preventive measures being taken to avoid attacks. As the Company reviews and updates it cybersecurity plans and policies, it will continue to take the steps necessary to ensure effective Board oversight of this area and will provide disclosures relating to such oversightincidents that are ~~consistent with~~not deemed to be material, the ~~“Statement~~Critical Threat Committee will notify the Company’s Chairman and ~~Guidance on Public Company Cybersecurity Disclosures” released by~~Chief Executive Officer to determine whether our Board will be notified of the ~~Securities and Exchange Commission (the “SEC”).~~critical incident during the next regularly-scheduled cybersecurity update to the Audit Committee, or sooner as circumstances warrant.

Committees and Attendance

Our Board held ~~ten (10)~~nine (9) meetings during ~~2020.~~2023. All of the directors who acted as such at any time during ~~2020~~2023 attended at least 75% of the aggregate number of meetings of our Board and the committees on which he or she served that were held during ~~2020. While~~2023.

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The Board has three standing committees: the ~~Board did not hold any special meetings related to~~Audit Committee, the ~~Coronavirus Disease 2019 (“COVID-19”),~~Compensation/Human Resources Committee, and the ~~pandemic,~~Governance/Nominating Committee. Each of these standing committees has a charter specifying such committee’s responsibilities, duties, and ~~steps taken to address its impact, were discussed in regularly scheduled Board~~authority. These charters are available on the Company’s website, www.germanamerican.com (in the Corporate Profile — Governance Documents section of the Investor Relations page).

The following table lists the members and committee ~~meetings~~chair of each of the ~~Company and board meetings of German American Bank.~~

~~Our Board has~~ standing committees ~~that address issues relating to audit, executive compensation, corporate governance~~as of the date of this Proxy Statement and ~~director nominations:~~the number of meetings held by each committee during the year ended December 31, 2023. “X” indicates committee membership and “C” indicates the Chairperson for the applicable committee.

Name	Audit Committee	Compensation/ Human Resources Committee	Governance/ Nominating Committee
D. Neil Dauby
Zachary W. Bawel		C	X
Angela Curry		X
Susan J. Ellspermann		X
Marc D. Fine			X
Jason M. Kelly	X
Diane B. Medley	X
M. Darren Root	C
Christina M. Ryan		X
Thomas W. Seger		X	C
Jack W. Sheidler
Tyson J. Wagler	X
Number of meetings in 2023	5	4	3

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~~The~~ Audit Committee ~~presently consisting of Directors Kelly, Root (Chairman), Snowden and Wagler, met five (5) times in 2020.~~. The Audit Committee oversees the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements and internal control over financial reporting.

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~~The~~ Compensation/Human Resources Committee ~~presently consisting of Directors Bawel (Chairman), Klem, Ryan and Seger, met five (5) times during 2020.~~. The Compensation/Human Resources Committee reviews compensation for the ~~executives~~Company’s Executive Officers, which includes our Named Executive Officers (as described below) and ~~officers,~~any other ~~than our Executive Officers~~officers that are covered in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, and makes recommendations to our Board with respect to the compensation of such Executive Officers.

•

~~The~~ Governance/Nominating Committee ~~presently consisting of Directors Bawel, Klem (Chairman), Lett and Seger, met eight (8) times during 2020.~~. The Governance/Nominating Committee assists our Board with respect to the composition, performance, and functioning of our Board (including the recommendation of nominees for election or appointment to our Board) and the effectiveness of the Company’s corporate structure and governance.

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Finance & Asset/Liability Management Committee (“ALCO”). The primary responsibilities of ALCO include management and oversight over the bank’s liquidity, funding, investment strategy, margin and pricing considerations, interest rate sensitivity, capital adequacy, bank owned life insurance, and correspondent bank relationships.

Credit Risk Management (“CRM”) Committee. The primary responsibilities of the CRM Committee include management and oversight over significant loans and the loan portfolio composition of the bank to ensure the bank’s loan portfolio is maintained within acceptable risk standards.

Wealth Advisory (Trust) Oversight Committee. The primary responsibilities of the Trust Committee include management and oversight over the Company’s trust and investment management activities.

Code of Business Conduct

~~The~~Upon the recommendation of its Governance/Nominating Committee, the Board ~~has~~ adopted aan amended and restated Code of Business Conduct ~~which~~(the “Code”) effective January 25, 2024. The Code constitutes a “code of ethics” as that term is defined by ~~SEC~~Securities and Exchange Commission (“SEC”) rules adopted under the Sarbanes-Oxley Act of 2002. It is applicable to all officers, directors, and employees of the Company, including but not limited to the Company’s principal executive officer, principal financial officer, and principal accounting officer. The Code was amended to more clearly communicate the Company’s high standards for honest and ethical conduct, including formalizing the Company’s policies relating to bribery, corruption, money laundering, financial crimes, and the acceptance of gifts. The amendments to the Code did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Business Conduct.

The Company has posted a copy of the Code in the Corporate Profile — Governance Documents section of ~~Business Conduct on its Internet~~the Investor Relations portion of the Company’s website, ~~(www.germanamerican.com).~~www.germanamerican.com. The Company intends to satisfy its disclosure requirements under Item 5.05 of Form 8-K regarding certain amendments to, or waivers of, the Code ~~of Business Conduct,~~ by posting such information on its ~~Internet~~ website, except ~~that~~those waivers that must ~~under Nasdaq rules~~ be filed with the SEC on Form 8-K will be so filed.

Corporate Governance Guidelines

The Board’s Corporate Governance Guidelines are available for review by shareholders in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s ~~web site,~~website, www.germanamerican.com. These Guidelines address (among other matters):

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the composition and structure of the board, including the independence of directors and board leadership, each of which are discussed above;

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the criteria and procedures for assessing the effectiveness and suitability for service of directors and proposed directors, inclusive of a desire of diversity at the board level;

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the responsibilities and compensation of directors;

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the identification, structure, and composition of the committees of our Board;

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the policy of our Board to hold executive sessions of the independent board members (without the presence of management or other directors deemed by our Board not to be independent) in connection with each regularly scheduled Board meeting, and at other times as necessary; and

•

procedures by which shareholders may communicate with our Board.

In addition, the Corporate Governance Guidelines establish expectations for ownership of our common stock by our non-employee ~~directors and our Chief Executive Officer.~~directors. Under these guidelines, non-employee directors are expected to attain an investment position in shares of our common stock (measured by the same rules as are used for determining the number of shares beneficially owned in our annual meeting proxy statement) equal to a multiple of ~~three~~four times their current annual cash and equity ~~retainer and~~retainer. All non-employee directors who were serving on our Board as of February 27, 2023 have five years from that date to acquire such shares. New non-employee directors will have five years from the date of first joining our Board to acquire such shares.

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The Corporate Governance Guidelines also set forth expectations that (i) the Company’s Chief Executive Officer ~~is expected to attain~~attain/maintain an investment position in our common shares equal to three times his or her base salary; (ii) the Company’s President and Chief Financial Officer attain/maintain an investment position in our common shares equal to two times his or her base salary, and (iii) each other named executive officer attain/maintain an investment position in our common shares equal to one and one-half times his or her base salary. Each executive officer who becomes a named executive officer will have five years from the date they became a named executive officer to acquire such shares; provided, however, that each of the Company’s Named Executive Officers as of February 27, 2023 has five years from that date to acquire such shares.

Exceptions to these ownership guidelines may be approved by the Chairman of the Board or the lead independent ~~Director(s)~~director, as applicable, for good reason.

Director Nominations Process

Our Board adopted a charter for the Governance/Nominating Committee in 2013. The charter directs the Governance/Nominating Committee to evaluate candidates for nomination by our Board for election to our Board, and specifies that our Board will consider for nomination for election to our Board only those candidates who are recommended for nomination by the Governance/Nominating Committee. ~~In December 2020, the~~The current charter ~~of the Governance/Nominating Committee was amended to provide~~provides that diversity, inclusive of gender, race, and ethnicity, shall be part of the selection criteria for determining the individuals to be considered for election and re-election to the Board. Further, the ~~amended~~ charter provides that the Governance/Nominating Committee shall endeavor in good faith to include women and people of color in each candidate pool for a position on the Board and in senior management. There isare currently ~~one woman~~four women on the Board of Directors and ~~no persons~~one person of color. A current copy of the charter is available for review by shareholders in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s ~~web site,~~website, www.germanamerican.com.

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In evaluating candidates for membership on our Board, the Governance/Nominating Committee is required by the charter to consider favorably those candidates who, in the Governance/Nominating Committee’s judgment, (a) possess demonstrated business and financial judgment, strategic thinking, general management experience or perspective, leadership, experience in industry with comparable complexities, general knowledge of financial services industry, and familiarity with local, state, regional, and national issues affecting business; (b) have a background that serves our Board’s interest in a membership comprised of individuals with varied occupational experience and perspective, as well as reflects diversity of gender, race, and ethnicity; (c) have sufficient time to devote to the Company’s business; (d) possess the highest moral and ethical character and agree to uphold and assure compliance of the Company’s Code of Business Conduct; (e) have a history, within the Company’s banking markets, of community involvement and civic-mindedness; (f) are not engaged (directly or indirectly) in any activity adverse to, and do not serve on the board of directors of (or have any material ownership interest in), any other company whose interests are adverse to, or in conflict with, the Company’s interests; and (g) possess the ability to oversee, as a director, the business and affairs of the Company for the benefit of all constituencies of the Company.

The charter further specifies that, in connection with each annual meeting of shareholders, the Governance/Nominating Committee will consider candidates (based on individual qualifications and the needs of our Board as determined from time to time by the Governance/Nominating Committee) that have been recommended by shareholders for nomination at the annual meeting, if the recommendations are submitted by letter addressed to the attention of the Chairman of the Governance/Nominating Committee in care of the Corporate Secretary of the Company, mailed by registered or certified mail (return receipt requested), and received by the Corporate Secretary at the Company’s principal executive offices on or before December 1st of the year preceding the annual meeting for which the recommendation is made.

In addition to considering candidates who are recommended by shareholders, the Governance/Nominating Committee will meet from time to time with members of our Board, including the Chief Executive Officer and other officers who may be members of our Board, and with other Executive Officers of the Company with a view to identifying persons who may be qualified to serve on our Board. The Governance/Nominating Committee may also, in its discretion as granted by the charter, engage a third-party search firm to assist in identifying and evaluating potential candidates. All candidates (regardless of whether identified through shareholder recommendations) shall be evaluated according to the same

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standards, except that (a) incumbent directors who are standing for re-election may receive preference on account of their prior experience with the business and affairs of the Company, and (b) candidates who may be considered for election to our Board pursuant to any understanding or agreement negotiated by the Company with any third party may receive preference in accordance with the special terms of such understanding or agreement.

The charter provides that the Governance/Nominating Committee shall not recommend any candidate to our Board as a nominee for election as director unless such candidate (a) will be at least 35 years of age at the time of election (our Bylaws also provide that no person 69 years of age or older at time of election shall be elected to our Board, unless waived by our Board); (b) will not serve, at the time of election, as a director of more than two other companies that file reports with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (c) in the judgment of the members of the Governance/Nominating Committee, has the ability to read and understand fundamental financial statements, including a balance sheet, income statement, and cash flow statement, (d) has not been involved in any legal proceedings of the type described by Item 401(f) of Regulation S-K of the SEC, which legal proceedings would be disclosable in the Company’s next proxy statement, and (e) will satisfy the director qualification requirements established from time to time by the Company’s Bylaws, unless the Governance/Nominating Committee has determined that it would be in the best interests of the Company for our Board to waive such Bylaws qualification requirements in respect of that particular candidate. In addition, the charter provides that the Governance/Nominating Committee shall consider candidates with a view to ensuring that at least ~~two thirds~~two-thirds of the members of our Board (assuming that all candidates recommended by the Governance/Nominating Committee are elected to our Board) will, as a result of prior service on our Board or otherwise, have business experience in the banking, insurance, or securities industries.

The Governance/Nominating Committee recommended to our Board that the four (4) nominees named in this proxy statement, each an incumbent director, be nominated for election at this year’s annual meeting.

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Shareholder Communications and Engagement with Directors and Executive Management

Our Board has adopted a procedure by which shareholders may send communications to our Board as part of the Corporate Governance Guidelines. These Guidelines are available for review by shareholders in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s ~~web site,~~website, www.germanamerican.com. Further, it is the policy of this Board that all of its members attend each annual meeting of the shareholders of the Company that occurs during their tenure on our Board. ~~With the exception of Mr. Mitchell, all~~All of the members of our Board who were in office at such time attended the ~~2020~~2023 annual meeting of shareholders.

Since last year’s annual meeting, the Company’s Board members and executive management team engaged in discussions with shareholders representing ~~more than 25~~around 20 percent of the Company’s common stock. These discussions involved a variety of topics to ensure that the Company is addressing shareholder concerns, seeking shareholder input and providing perspective on the Company’s strategy. Feedback from our shareholders was shared with the full Board and executive management team. This continued exchange contributes to governance and disclosure enhancements that help us address the issues that our shareholders tell us matter most to them. Importantly, this engagement process assists us in achieving our strategic objectives, creating long-term value, maintaining our culture of compliance, and contributing to our ~~environmental, social, and governance~~ESG activities.

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OUR EXECUTIVE OFFICERS

Our Executive Officers, as of the date of this proxy statement, ~~are:~~are detailed below. For our Named Executive Officers as of December 31, 2023, refer to the Summary Compensation Table.

Name	Principal Positions	Age
D. Neil Dauby
~~Mark A. Schroeder~~	Chairman and Chief Executive Officer of the Company and its bank subsidiary; Director of the Company and its principal subsidiaries.	6760
~~Clay W. Ewing~~Bradley M. Rust	~~Executive Vice Chairman of the Company and its bank subsidiary.~~	65
~~D. Neil Dauby~~	~~President, Chief Operating Officer and Secretary of the Company, and President and Chief Operating Officer of the Company’s bank subsidiary.~~	57
~~Bradley M. Rust~~	~~Senior Executive Vice~~ President and Chief Financial Officer of the Company and its bank subsidiary.	5457
~~Randall L. Braun~~Clay M. Barrett	Executive Vice President and Chief Digital and Information Officer of the Company and its bank subsidiary.	46
Michael F. Beckwith	Executive Vice President and Chief Banking Officer of the Company and its bank subsidiary.	6152
Amy D. Jackson	Executive Vice President and Chief Administrative Officer of the Company and its bank subsidiary.	47
Keith A. Leinenbach	Executive Vice President and Chief Credit Officer of the Company and its bank subsidiary.	6265
Bradley C. Arnett	Senior Vice President, Chief Legal Officer and Corporate Secretary of the Company and its bank subsidiary.	59
Vicki L. Schuler	Senior Vice President and Controller (Principal Accounting Officer) of the Company and its bank subsidiary.	49

Effective as of January 1, ~~2021, Mr. Ewing assumed~~2022, the ~~newly created position of~~Board appointed D. Neil Dauby as the Company’s President and Chief Executive ~~Vice Chairman,~~Officer. Mr. Dauby assumed the ~~position~~additional role of ~~President, Chief Operating Officer and Secretary, Mr. Rust assumed~~Chairman of the ~~position~~Board effective May 18, 2023, at which time he vacated the office of ~~Senior Executive Vice~~President. From January 1, 2021 until his appointment as President and Chief Executive Officer, Mr. ~~Braun assumed the position of Chief Banking Officer.~~

~~Mr. Ewing previously had~~Dauby served as the Company’s President and Chief ~~Banking~~Operating Officer, ~~as well as~~with direct responsibility for all facets of the Company’s ~~Secretary. In his new role as Executive Vice Chairman,~~operations. Prior to that, Mr. ~~Ewing is serving in a senior advisory capacity in anticipation of his expected retirement during the second quarter of 2021.~~

~~Mr.~~ Dauby ~~previously~~ served as the Company’s Executive Vice President and Chief Commercial Banking Officer. He

On May 18, 2023, Bradley M. Rust was ~~designated~~appointed as ~~an Executive Officer of~~ the ~~Company for certain securities law purposes at~~Company’s President, in addition to his existing role as the annual reorganization meeting of our Board of Directors held in 2016. Mr. Dauby, who holds a certified public accountant designation, joined German American in 2001, following a 15-year career in public accounting. He previously served as president of one of German American’s community banking subsidiaries. As President andCompany’s Chief ~~Operating Officer, Mr. Dauby assumed direct operating responsibility for all facets of the Company, reporting directly~~Financial Officer. Prior to ~~Mr. Schroeder.~~

that appointment, Mr. Rust ~~previously~~ served as the Company’s ~~Executive Vice President and Chief Financial Officer. In his expanded role as~~ Senior Executive Vice President, ~~Mr. Rust~~Chief Operating Officer, and Chief Financial Officer, a role that he held since January 1, 2022, when he assumed more extensive involvement in the executive oversight of the operations of the Company’s business units as ~~well as~~Chief Operating Officer, while continuing in his role as Chief Financial Officer. Prior to assuming the additional operational role, Mr. Rust was the Company’s Senior Executive Vice President and Chief Financial Officer, with responsibility for the Company’s accounting and finance functions, including mergers and acquisitions, institutional research, and shareholder relations.

Michael F. Beckwith was appointed Executive Vice President and Chief Banking Officer effective April 1, 2023. Mr. ~~Braun~~Beckwith previously served as the Company’s Chief Commercial Banking Officer, a position he held since January 1, 2022. Prior to that, Mr. Beckwith served as the Kentucky Division President, leading the strategic focus in the Company’s Kentucky footprint, a position he held since first joining the Company through an acquisition made in October 2018.

Amy D. Jackson was appointed Executive Vice President and Chief Administrative Officer effective January 1, 2022. Ms. Jackson previously served as the Company’s Senior Vice President — Administrative Development ~~Officer. As~~and Strategic Planning, a position she held since first joining the Company through an acquisition made in October 2018.

Clay M. Barrett was appointed Executive Vice President and Chief ~~Banking~~Digital and Information Officer effective January 1, 2022. From July 2016 until appointment to his current position, Mr. ~~Braun assumed responsibility~~Barrett served as Senior Vice President — Technology and Operations for the ~~strategy~~Company.

Vicki L. Schuler was appointed Senior Vice President and ~~execution~~Controller in July 2016 and designated as the Company’s Principal Accounting Officer effective as of ~~our banking lines including commercial, retail and mortgage. He also provides executive oversight for our marketing operations.~~January 1, 2022. Prior to being appointed as

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OWNERSHIP OF OUR COMMON SHARES BY OUR DIRECTORS AND EXECUTIVE OFFICERS

The following table presents certain information as of March ~~11, 2021~~8, 2024 regarding the beneficial ownership of our common shares by our directors and Executive Officers.

Name

Common Shares

Beneficially Owned(1)

Percentage of

Outstanding Shares

Zachary W. Bawel

~~9,631~~17,702

Angela Curry

1,195

D. Neil Dauby

43,211

Susan J. Ellspermann

6,209

Marc D. Fine

~~39,428~~42,246

Jason M. Kelly

~~4,922~~11,996

~~U. Butch Klem~~Diane B. Medley

~~344,651(2)~~

~~1.3~~%

~~J. David Lett~~

~~84,276(3)~~7,415

~~Lee A. Mitchell~~

~~50,070(4)~~

~~Chris A. Ramsey~~

~~306,308(5)~~

~~1.2~~%

M. Darren Root

~~13,744~~16,280

Christina M. Ryan

~~5,231~~

~~Mark A. Schroeder~~

~~163,000(6)~~12,040

Thomas W. Seger

~~551,967(7)~~678,462(2)

~~2.1~~2.29%

Jack W. Sheidler

~~53,538~~

~~Raymond W. Snowden~~

~~36,229(8)~~61,213

Tyson J. Wagler

~~5,009(9)~~

~~Clay W. Ewing~~

~~93,422~~

~~D. Neil Dauby~~

~~18,546~~9,952(3)

Bradley M. Rust

~~48,668(10)~~66,012(4)

~~Randall L. Braun~~Clay M. Barrett

~~17,698~~8,090

Michael F. Beckwith

24,362

Amy D. Jackson

7,750

Keith A. Leinenbach

~~40,849~~54,078

Bradley C. Arnett

2,232

Vicki L. Schuler

11,305(5)

All directors and Executive Officers as a group (19 persons)

~~2,054,733(11)(12)~~1,357,348(6)(7)

~~7.8~~4.59%

Represents less than one percent.

(1)

Unless otherwise indicated in a footnote, each person possesses sole voting and investment powers with respect to the shares indicated as beneficially owned by him or her, and he or she is deemed to share voting and investment powers over shares indicated as held by a spouse, children, or other family members residing with him or her or by partnerships or corporations with which he or she is associated.

(2)

Includes ~~4,750 shares held jointly by Mr. Klem and his spouse, and 150,497 shares owned by Mr. Klem’s spouse.~~

~~(3)~~

~~Includes 1,328 shares held jointly by Mr. Lett and his spouse, and 2,929 shares owned by Mr. Lett’s spouse.~~

~~(4)~~

~~Includes 4,151 shares held by Mr. Mitchell’s spouse and 29,932 shares held in an irrevocable trust of which Mr. Mitchell is the trustee and his children are the beneficiaries.~~

~~(5)~~

~~Includes 8,871 shares held jointly by Mr. Ramsey and his spouse, and 272,908 shares held by companies of which Mr. Ramsey is an officer.~~

~~(6)~~

~~Includes 40,713 shares held jointly by Mr. Schroeder and his spouse.~~

~~(7)~~

~~Includes 354,632~~478,685 held jointly by Mr. Seger and his spouse, 67,203 shares held in a Foundation of which Mr. Seger is administrator, and 125,826 shares owned by companies of which Mr. Seger is an officer.

~~(8)~~

~~Includes 33,458 shares held jointly by Mr. Snowden and his spouse, and 322 shares held by Mr. Snowden’s grandson.~~

~~(9)~~
(3)

Includes 735 shares held jointly by Mr. Wagler and his spouse.

~~(10)~~
(4)

Includes ~~16,465~~16,464 shares held jointly by Mr. Rust and his spouse.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees. The Company has paid, or expects to pay, audit fees (including cost reimbursements) to Crowe LLP (“Crowe”) for services including the audit of the Company’s consolidated financial statements for the calendar years ended ~~2020~~2023 and ~~2019,~~2022, the integrated audit over internal controls as required under Section 404 of the Sarbanes-Oxley Act for such years, the review of the interim consolidated financial statements included in quarterly reports during such years, and the audit of HUD for ~~2020 and 2019, and the review of registration statements and providing related consents~~such years in the amount of ~~$491,500~~$473,000 for ~~2020~~2023 and ~~$596,878~~$609,094 for ~~2019.~~2022. The fees for 2022 are also inclusive of services associated with the Company’s January 1, 2022 acquisition of Citizens Union Bancorp of Shelbyville, Inc.

Audit-Related Fees. The Company has paid, or expects to pay, fees (including cost reimbursements) to Crowe for audit-related services rendered during ~~2020~~2023 of ~~$23,500~~$15,800 and during ~~2019~~2022 of ~~$19,500.~~$15,400. These services included audit-related consulting and the audit of the Captive Insurance Agency for ~~2020~~2023 and ~~2019.~~2022 respectively.

Tax Fees. The Company has paid, or expects to pay, fees (including cost reimbursements) to Crowe for tax services rendered during ~~2020~~2023 of ~~$137,515~~$134,413 and during ~~2019~~2022 of ~~$106,505.~~$141,640. These services included tax return preparation for the Company, the Captive Insurance Agency, ~~an acquired entity,~~ and the REIT, as well as assistance with tax reporting matters and consulting.

Pre-Approval by Audit Committee of Principal Accountant Services. The Audit Committee of our Board (or a member of the Audit Committee acting under authority delegated to him or her by the Audit Committee) approves in advance all services proposed to be performed for the Company or its subsidiaries by any independent registered public accounting firm that performs (or proposes to perform) audit, review, or attest services for the Company or its subsidiaries. Under these SEC rules, the requirement for advance Audit Committee approval of services (other than audit, review or attest services) is waived if they were not recognized to be non-audit services at the time that the independent registered public accounting firm was engaged to provide those services, and certain other conditions are satisfied. None of the services of Crowe that were covered by the fees described above were performed without the prior approval of the Audit Committee (or the prior approval of a member of the Audit Committee acting under delegated authority) in reliance upon this waiver provision of the SEC rules.

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REPORT OF THE AUDIT COMMITTEE

Our Board adopted an amended and restated charter for the Audit Committee in 2013 and reviewed and confirmed the charter’s continued adequacy and effectiveness at its annual reorganization meeting in June ~~2020.~~2023. The Audit Committee charter is available in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s ~~web site,~~ ~~www.germanamerican.com~~.website, www.germanamerican.com. The charter states that the purpose of the Audit Committee is to oversee the Company’s accounting and financial reporting processes and the audits of the Company’s consolidated financial statements and internal control over financial reporting. It is not, however, the Audit Committee’s responsibility under the charter to prepare and certify the Company’s financial statements, to guarantee the independent registered public accounting firm’s report, or to guarantee other disclosures by the Company. Audit Committee members are not employees of the Company and are not performing the functions of auditors or accountants. The Board has designated each of Mr. Kelly, Ms. Medley, Mr. Root, and Mr. Wagler as an “Audit Committee Financial Expert.”

Independence of Audit Committee Members

The Audit Committee is currently comprised of four (4) members of our Board, whose names appear below this Report of Audit Committee. All of the members of the Audit Committee are independent, as that term is defined by Nasdaq listing requirements that are applicable to the members of the Company’s Audit Committee.

Review with Management and Independent Accountants

Management is responsible for the Company’s internal controls and its accounting and financial reporting processes. The independent registered public accounting firm is responsible for performing audits of the Company’s consolidated financial statements and internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee’s responsibility is to oversee these processes.

In this context, the Audit Committee has met and held discussions with management and with Crowe, the independent registered public accounting firm for the Company, with respect to the Company’s consolidated financial statements for the calendar year ~~2020.~~2023. Management represented to the Audit Committee that the Company’s consolidated financial statements as of and for the year ended December 31, ~~2020~~2023 were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee reviewed and discussed these consolidated financial statements with management. The Audit Committee discussed with the independent registered public accounting firm matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard ~~No. 16~~1301 (Communication with Audit Committees).

The independent registered public accounting firm also provided to the Audit Committee the written disclosures required by Public Company Accounting Oversight Board (PCAOB) Rule ~~3520,~~3526, and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence. The Audit Committee also considered whether the independent registered public accounting firm’s provision of non-audit services to the Company is compatible with maintaining that firm’s independence.

Based upon the discussions and reviews referred to above, the Audit Committee has recommended to our Board that the consolidated financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2023.

SUBMITTED BY THE MEMBERS OF THE AUDIT COMMITTEE:

				~~M. Darren Root, Chairman~~
				~~Jason M. Kelly~~
				~~Raymond W. Snowden~~
				M. Darren Root, Chairman Jason M. Kelly Diane B. Medley Tyson J. Wagler

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation/Human Resources Committee Governance

Scope of Authority

Our Compensation/Human Resources Committee has the responsibility for establishing and reviewing our compensation philosophy objectives. Its charter is available in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s website, www.germanamerican.com. The Committee also is charged with: reviewing and approving the corporate goals and objectives relevant to the compensation of the Executive Officers of the Company that are covered by Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, including the Named Executive Officers; making recommendations to our Board regarding the compensation of the Executive Officers; and overseeing the performance evaluation of our Executive Officers.

The Compensation/Human Resources Committee also administers all equity-based incentive compensation plans of the Company, including the granting of options, restricted stock, and other equity awards under such plans, subject, in the case of grants to Executive Officers, to approval of the recommended grants by the Board as part of the Board’s review of the Committee’s overall compensation recommendations for such Executive Officers.

Role of Executive Officers

After consulting with the Compensation/Human Resources Committee’s compensation consultant, the CEO recommends to the Committee base salary, target incentive levels, actual incentive payments, and long-term incentive grants for the other Executive Officers. The Committee considers, discusses, and modifies the CEO’s recommendations, as appropriate, and takes action on such proposals. The CEO does not make recommendations to the Committee on his own pay levels. The Committee, in executive session and without the CEO present, determines the pay levels for the CEO, which are ratified by the Board.

Independent Compensation Consultant

The Compensation/Human Resources Committee has the authority to directly select, engage and terminate such counsel, consultants (including compensation consultants), and other experts as it deems necessary or appropriate to assist it in carrying out its responsibilities. For 2023, the Committee has engaged Blanchard Consulting Group (“BCG”), an independent third-party banking compensation consultant, to serve as its outside independent compensation consultant. BCG’s role is to serve and assist the Committee in its review and oversight of executive and director compensation practices and to assist the CEO and management in reviewing, assessing and developing recommendations for our executive compensation programs. BCG does not provide any services to the Company besides compensation consulting services.

The scope of BCG’s 2023 consulting projects included the following: a total compensation review for the top executive officers/positions (including the Named Executive Officers), a board of director compensation review, and a pay versus performance executive compensation analysis. This pay for performance review detailed the Company’s link between Executive Officer pay and performance against that of the peer group over both 1-year and 3-year performance cycles. Additionally, in 2023 BCG conducted a mortgage loan officer incentive plan review and provided base salary market survey data for selected positions. These two studies were provided for management, but the Compensation/Human Resources Committee was aware of these engagements.

In connection with its executive and director engagement, BCG reported directly to the Compensation/Human Resources Committee and the Committee directly oversaw the work performed by and determined the fees paid to BCG in connection with the services it provided to the Committee. The Compensation/Human Resources Committee instructed BCG to give advice to the Committee independent of management and to provide such advice for the benefit of the Company and its shareholders. With the Committee’s approval, BCG worked directly with management on certain executive compensation matters as discussed previously.

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~~EXECUTIVE COMPENSATION~~The Compensation/Human Resources Committee and executive management utilized BCG’s 2023 reports to assist with executive and board compensation decisions during 2023, but did not solely rely on them. The ultimate decisions made by the Committee and management were a balance between internal views and strategy along with the outside perspective of our independent compensation consultant.

The Compensation/Human Resources Committee reviews the independence of its compensation consultants, taking into account a number of factors, including the six factors articulated in the Nasdaq listing standards and applicable SEC guidance, and also considers any additional services provided by such consultants. For 2023, the Committee determined that BCG was independent and its services to the Committee did not raise any conflicts of interest among the Committee or our management.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation/Human Resources Committee was an officer or employee of the Company or any of its subsidiaries during 2023, nor has any member of the Committee ever been an officer or employee of the Company or any of its subsidiaries. No current member of the Committee or Executive Officer of the Company had a relationship during 2023 requiring disclosure in this proxy statement under Item 404 or Item 407(e)(4) of SEC Regulation S-K.

Compensation Discussion and Analysis

The Compensation Discussion and Analysis (“CD&A”) explains our compensation program for the ~~executive officers~~Executive Officers of the Company identified in the Executive Compensation section of this proxy statement (each, ~~an “Executive~~a “Named Executive Officer” and, collectively, the ~~“Executive~~“Named Executive Officers”). The CD&A also describes the process followed by the Compensation/Human Resources Committee (the “Committee”) for making pay decisions, as well as its rationale for specific compensation related decisions related to ~~2020.~~2023.

Our Compensation Objectives

Our Compensation/Human Resources Committee has the responsibility for establishing and reviewing our compensation philosophy objectives. The Committee also is charged with making recommendations to our Board regarding the compensation of the ~~officers~~Executive Officers of the Company that are covered by Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, including the Named Executive Officers. In these roles, the Committee has sought to compensate our ~~Executives~~Named Executive Officers in a fair, reasonable, and competitive manner. In designing and implementing our compensation program for our Named Executive Officers, we primarily intend to:

•

attract and retain highly-skilled executives in a competitive environment;

•

provide financial incentives intended to align the Named Executive Officers’ interests with those of our shareholders; and

•

pay relative to performance (the higher the performance, the greater the compensation reward).

The Company’s compensation philosophy seeks to reward “upside” via the ~~short~~short- and long-term incentive plans when strong performance warrants such payouts.

~~Impact of COVID-19~~

The COVID-19 pandemic significantly impacted the Company throughout 2020. The Executive Officers directed the Company’s response as it navigated business disruptions, employee and customer safety, government stimulus packages, customer loan accommodations and credit risks. Because of the Company’s strong performance in the face of all of these challenges, the Compensation Committee made no adjustment to the Company’s executive compensation programs for 2020. There are no current plans for any changes in 2021 as a result of COVID-19. On a Company-wide basis, there have been no salary reductions or modifications to non-executive bonus plans. All compensation plans have remained unaltered during the COVID-19 pandemic. Certain non-executive employees, who were instrumental in successfully executing our Paycheck Protection Program and other related projects, were rewarded with one-time bonuses paid in 2020.

How We Set Executive Compensation

The Company does not have employment agreements with the Named Executive Officers. As a result, the Committee has flexibility in recommending to the Board the annual compensation of the Named Executive Officers. We believe that not having employee agreements provides us with more flexibility and adaptability when making annual compensation decisions. It is the Company’s preference to not be bound by terms in an agreement for multiple years.

The Company has a ~~Compensation Philosophy~~compensation philosophy that provides guidance to the Committee when making decisions surrounding the compensation of the Named Executive Officers. Our philosophy generally ~~targets near~~is to target base salaries in the 50th to 60th percentile of the competive market ~~median (peer 50~~th ~~percentile)~~ for Executive ~~Officer base salaries.~~Officers. We also place a strong emphasis on incentive compensation programs that strive to provide an alignment between pay and performance. The Company believes in rewarding the Named Executive Officers with significant incentive

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~~The Company conducts triennial “say on pay” proposal~~In an advisory ~~votes. At our~~vote held at the 2023 annual meeting of shareholders, ~~held~~our shareholders expressed their preference to hold a non-binding shareholder advisory vote on the compensation of our named executive officers (“say-on-pay”) every year. On September 25, 2023, the Board considered the outcome of this advisory vote and determined that future say-on-pay votes will be conducted every year. The next advisory vote regarding the frequency of say-on-pay votes is required to occur no later than the Company’s 2029 annual meeting of shareholders.

The Compensation/Human Resources Committee and the Board considered the results of our “say-on-pay” advisory vote at the 2023 annual meeting of shareholders, at which approximately 96% of votes cast were in ~~2020, and as required by the “say-on-pay” rules~~favor of the ~~SEC, we sought the approval, on an advisory basis,~~fiscal year 2022 compensation of our ~~shareholders, concerning our~~named executive compensation program as described in the proxy statement for that meeting. A vast majority (approximately 96%) of our shareholders whose shares were present at the 2020 annual meeting and who voted (or affirmatively abstained from voting (excluding broker non-votes)) on the say-on-pay proposal voted to approve such compensation.officers. Recognizing the shareholder support for current programs and policies, the Compensation/Human Resources Committee did not implement any significant changes to our executive compensation programs as a result of the ~~2020~~2023 shareholder advisory vote. The Compensation/ Human Resources Committee intends to continue to monitor the results of our triennial “say-on-pay” proposal votes (the next shareholder advisory vote will be requested in 2023) and to incorporate such results as one of many factors considered in connection with the discharge of its responsibilities, although no such factor will likely be assigned a quantitative weighting.

Since 2012, the Committee has ~~engaged Blanchard Consulting Group (“BCG”)~~BCG (an independent third-party banking compensation consultant) to assist with executive and board compensation decisions. In ~~2020,~~2023, BCG provided ~~a report~~reports to evaluate our executive compensation programs and assess the Company’s pay compared to peers and industry best practices. The Committee intends to continue to work with BCG on compensation matters. For more detail on ~~other~~the compensation projects completed in ~~2020,~~2023, see the “Independent Compensation Consultant” section.

Peer Group Selection and Analysis

Since 2012, the Committee has worked with BCG to determine and utilize a peer group of publicly traded banks which is evaluated annually and updated as needed. In ~~2020,~~2023, the Company reviewed and assessed whether the ~~2019~~2022 peer group needed modifications for ~~2020.~~2023. It was determined that the ~~2019~~2022 peer group remained appropriate for ~~2020, other than the deletion of MutualFirst Financial, Inc., which was acquired in early 2020, and the addition of Premier Financial Corp.~~2023. In ~~2020,~~2023, the peer group’s ~~2019~~2022 year-end asset size ranged from $1approximately $2.9 billion to ~~$10~~$9.9 billion, consisting of banks located in Indiana and surrounding states. The median asset size of our ~~2020~~2023 peer group for year-end ~~2019~~2022 was ~~$4.2~~$6.7 billion, with the Company’s assets at ~~$4.4~~approximately $6.2 billion for the same time period (the same timeframe as the peer executive compensation reported and analyzed in BCG’s ~~2020~~2023 projects as applicable). Currently, the Company’s assets are approximately ~~$5.0~~$6.2 billion.

Our current peer group includes the following 20 financial institutions:

~~Horizon Bancorp, Inc.~~	~~S.Y. Bancorp, Inc.~~	~~Republic Bancorp, Inc.~~1st Source Corporation	Civista Bancshares, Inc.
~~Independent Bank Corporation~~Community Trust Bancorp, Inc.	~~Park~~Farmers National Banc Corp.
First Financial Corporation	~~Peoples~~First Mid Bancshares, Inc.	Horizon Bancorp, Inc.	Independent Bank Corporation
Lakeland Financial Corporation	Macatawa Bank Corp.	Mercantile Bank Corporation	Midland States Bancorp, Inc.
MidWestOne Financial Group, Inc.	Nicolet Bankshares, Inc.	~~LCNB Corp.~~
~~First Financial~~Park National Corporation	1st ~~Source Corporation~~	~~Mercantile Bank Corporation~~	~~Farmers National Banc Corp.~~Peoples Bancorp Inc.
~~Lakeland Financial Corporation~~	~~Community Trust Bancorp, Inc.~~	~~First Busey Corporation~~	Premier Financial Corp.
~~First Mid-Illinois Bancshares,~~QCR Holdings, Inc.	~~Midland States~~Republic Bancorp, Inc.	~~QCR Holdings,~~Stock Yards Bancorp, Inc.	~~Macatawa Bank Corp.~~

~~Independent Compensation Consultant~~

~~During 2020,~~The Company also reviews the ~~Compensation/Human Resources Committee continued to utilize BCG as its independent third-party~~ compensation consultant. BCG is a national firm with an exclusive focus on the banking and financial services industry. BCG does not provide any services to the Company besides compensation consulting services. BCG reports directly to the Compensation/Human Resources Committee. The scope of 2020 consulting projects included the following: a total compensation review and succession planning analysis review for the top six executive officers/positions (the “Executive Officers”), a senior management compensation review, proxy writing assistance, and a pay versus performance executive compensation analysis report, which detailed the Company’s link between Executive Officer paypolicies and performance ~~against that~~ of entities in the S&P Regional Banks Select Industry Index to help determine executive pay; however, the peer ~~group. The Compensation/Human Resources Committee and executive~~

group identified above is used for benchmarking purposes.

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to Executive Officer pay compared to that of the peer group ~~executives. Going forward, the plan is for BCG to conduct a~~executive pay ~~versus performance analysis on an annual basis.~~and performance. The analysis conducted by BCG in ~~2020~~2023 was used in the decision-making process for determining executive pay and evaluating the executives’ incentive pay design. The analysis evaluates 1 and 3-year performance, and 1 and 3-year executive compensation as compared to our current peer group executives. For each time period, the analysis reviews alignment of the executive compensation of the Company’s and peer named executive officers (using each peer’s Summary Compensation Table pay) compared to financial performance. The analysis focuses on multiple performance criteria as the Company and its independent consultant feel it is important to review performance from a well-balanced perspective. The analysis evaluates six financial measures: return on average equity (ROAE), core earnings per share (EPS) growth, 1-year total shareholder return (TSR), return on average assets (ROAA), efficiency ratio, and non-performing assets to total assets ratio (NPA ratio).

The ~~2020~~2023 pay-for-performance peer analysis conducted by BCG found that for ~~2019~~2022 year-end (which was the same timeframe as peer executive compensation reported and analyzed in BCG’s ~~2020~~2023 projects), GABC’s overall average of the six financial metrics described previously and the three-year average ~~(2017Y-2019Y)~~(2020Y – 2022Y) of the performance metrics versus peer resulted in the Company’s performance near the ~~70th~~65th percentile compared to ~~peer.~~peer, similar to the prior year’s findings.

Based upon this review, the Compensation/Human Resources Committee concluded that the Company’s overall performance was above the peer group median, and the Company used this report to evaluate the pay-for-performance alignment and to consider if changes or modifications were needed to the current compensation package for Executive Officers. ~~Overall, the 2020 executive~~The 2023 Executive compensation assessment from BCG found that the ~~2019 Company pay~~2023 Executive salary levels were ~~below~~within or above the market ~~median on salaries, cash~~competitive range (defined as +/- 15% of market median). Cash compensation and direct ~~compensation. However,~~compensation were within or below the market competitive range. Where some components of Executive compensation were below the market competitive range, the below market positioning could be explained by the Executive being new to their role or new to being a proxy-compared Executive level officer. For example, Mr. Dauby is relatively new in his role and Mr. Barrett, Mr. Beckwith, and Ms. Jackson are relatively new to being proxy-compared Executives. The link between pay and performance decreased in alignment as compared to prior years; however, again, this can be explained by the relatively recent turnover of the Executive Officer group. Once the current NEOs have longer tenure and gain additional experience specific to their roles, we will strengthen alignment between pay and performance results. The assessment also ~~found~~confirmed that the Company’s award opportunity levels under the ~~short~~short- and long-term incentive plans ~~remained~~continue to remain competitive versus the peer group and industry practices.

The Company continues to evaluate the alignment between compensation and performance for the Named Executive Officers. The pay-for-performance analysis as described above evaluates whether the Company has a compensation program design for Executive Officers that is working in accordance with the Company’s compensation philosophy. Again, it is our goal to only provide incentive rewards when strong performance warrants such payments. It also allows us to easily compare our ~~2020~~2023 performance to historical performance.

The Company’s ~~2020~~2023 Financial Performance

~~Despite the challenges presented by COVID-19, for the 11th consecutive year, the~~The Company ~~achieved record earnings, posting annual~~reported net income of ~~$62.2~~$85.9 million, or ~~$2.34~~$2.91 per share, for the year ended December 31, ~~2020. This level of net income represents~~2023, representing an increase of ~~$3.0~~$4.1 million, or approximately 2%5% on a per share basis, from the year ended December 31, ~~2019~~2022 net income of ~~$59.2~~$81.8 million, or ~~$2.29~~$2.78 per share. This level of reported net income produced the second highest level of earnings per share in the Company’s history and resulted in a 14.7% return on average shareholders’ equity, which marked the 19th consecutive fiscal year in which the Company has delivered a double-digit return on shareholders’ equity.

The ~~Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“CECL”) on January 1, 2020. As~~increase in net income during 2023, compared with 2022, was primarily attributable to increased non-interest income, a decline in non-interest expenses (which was driven by higher expenses in 2022 as a result ~~the Company recognized a~~of one-time ~~cumulative adjustment to the allowance for credit losses of $15.7 million. The increase was primarily~~merger costs related to the ~~Company’s acquired loan portfolio~~January 1, 2022 acquisition of Citizens Union Bancorp of Shelbyville, Inc. (“CUB”)), and a lower provision for credit losses. The positive impact of those items was partially offset by a decline in net interest income resulting primarily from a reduced level of earning assets, which ~~totaled approximately $851.1 million at the time of adoption.~~

In response to the COVID-19 pandemic, the Company made many operational adjustments to protect the health and safety of its employees and customers. Among them were: (1) implementing a work-from-home policy for over 40% of our employees, (2) implementing cleaning and safety protocols recommendedwas somewhat mitigated by an improved net interest margin.

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Total assets for the Company totaled $6.152 billion at December 31, 2023, representing a decline of $3.8 million compared with December 31, 2022. While total loans at December 31, 2023 increased $189.3 million, or 5%, compared with year-end 2022, the increase was partially offset by ~~governmental health departments, (3) prioritizing drive-thru~~a $164.8 million decline in the securities available for sale portfolio from December 31, 2022 to December 31, 2023. The increase in total loans at December 31, 2023, compared with year-end 2022, was broad-based across most segments of the portfolio. The decline in the available for sale portfolio during 2023 compared with 2022 was primarily the result of the Company’s utilization of cash flows of approximately $171 million from the securities portfolio to fund loan growth and ~~appointment banking,~~overall modest deposit declines.

Total deposits for the Company totaled $5.253 billion at December 31, 2023, representing a decline of $97.1 million, or 2%, compared with December 31, 2022. The Company has continued to see customer movement from both interest bearing and ~~(4) educating our customers on~~non-interest bearing transactional accounts to time deposits due primarily to a ~~multitude~~higher interest rate environment. Non-interest bearing deposits have remained relatively stable as a percent of electronic delivery options, such as mobile banking, online banking, bill pay, and treasury management. German American Bank has never been closed for business during COVID-19 and successfully adjusted its operations to handle, among other challenges,total deposits with December 31, 2023 non-interest deposits totaling 28% of total deposits compared with 32% at year-end 2022.

As indicated above, the ~~unprecedented volume of activity~~Company’s 2022 results were impacted by the one-time merger costs related to ~~loan accommodations and lending under~~ the ~~Paycheck Protection Program.~~

~~On July~~January 1, ~~2019, the Company completed its~~2022 acquisition of ~~Citizens First Corporation (“Citizens First”) through the merger~~CUB. For purposes of Citizens First with and into the Company. Immediately following completion of the Citizens First holding company merger, Citizens First’s subsidiary bank, Citizen First Bank, Inc., was merged with and into the Company’s subsidiary bank, German American Bank. Citizens First, headquartered in Bowling Green, Kentucky operated eight retail banking offices through Citizens First Bank, Inc. in Barren, Hart, Simpson and Warren Counties in Kentucky. As of the closing of the transaction, Citizens First had total assets of approximately $456.0 million, total loans of approximately $364.6 million, and total deposits of approximately $370.8 million. The Company issued approximately 1.7 million shares of its common stock, and paid approximately $15.5 million in cash, in exchangemeasuring performance for ~~all of the issued and outstanding shares of common stock of Citizens First.~~

~~While~~ the year ~~ended December 31, 2019 included acquisition-related expenses~~2022, earnings per share growth was assessed on an “as adjusted” basis to exclude the impact of ~~approximately $3.4 million (approximately $2.6~~these transaction-related expenses. As a result, on an as adjusted basis, 2022 net income was $95.9 million, or ~~$0.10~~$3.26 per share, onreflecting an ~~after tax basis), the Company’s 2020 results reflect a full year’s effect~~after-tax adjustment of ~~the Citizens First acquisition.~~$14.097 million, or $0.48 per share. Taking into consideration this adjustment, 2023 earnings per share declined 10.7% when compared to 2022 adjusted earnings per share. Adjusted net income and adjusted earnings per share have not been determined in accordance with generally accepted accounting principles (“GAAP”).1

Executive Compensation Components

The executive compensation program consists of three basic elements:

•

base salary;

•

short-term cash incentive awards for annual performance; and

•

long-term incentive awards granted under the German American Bancorp, Inc. 2019 Long-Term Equity Incentive Plan (the “2019 LTI Plan”) for performance over a longer period (typically three years).

The Company’s ~~short~~short- and long-term incentive plans are designed to create a ~~pay for performance~~pay-for-performance structure that links executive pay to long-term shareholder value and strong financial performance. The ~~2020~~2023 compensation studies conducted by BCG verified consistency in driving the Company’s strategy and performance through prospective incentive plans that mitigate risk and appropriately balance profitability, strategic, and quality related metrics. The BCG study ~~re-confirmed~~continues to confirm we have adequate and appropriate compensation tools available to attract, motivate, and retain high-quality, skilled executives which provide a mix of ~~short~~short- and long-term compensation opportunities. As stated previously, we desire to align pay with performance and require strong financial performance for our Executive Officers to receive any payment under our ~~short~~short- and long-term incentive plans. Our incentive plan designs are evaluated annually and were generally found to be consistent with industry best practices.

In ~~2020,~~2023, we assessed the incentive plan alignment with company ~~goals~~goals. The alignment was ~~similar~~not as strong as it had been in recent years. As discussed in more detail previously, any areas for improvement regarding pay-for-performance alignment can be explained by Executive Officers being new to their role or new to being a proxy level Executive officer. The alignment will improve as the newer Executive Officers gain tenure and

The adjustment necessary to reconcile adjusted net income (a non-GAAP measure) to the ~~alignment~~most directly comparable GAAP financial measure (net income of ~~prior years.~~$81.8 million, as shown above) is the after-tax CUB acquisition adjustment of $14.097 million, which reflects the exclusion of (i) the “Day 1” provision expense for certain acquired loans in the amount of $6.300 million, and (ii) non-recurring acquisition expenses in the amount of $12.323 million, net of the related income tax expense in the amount of $(4.526) million.

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experience within their roles. We evaluate our pay-for-performance alignment annually and we believe our incentive plans for ~~2020 are~~2023 were appropriately aligned with company goals and our pay-for-performance philosophy. ~~Historically, there was a slight misalignment between our pay and performance levels when compared to peer. Our pay levels seemed~~In 2023, we believe we continue to be ~~below our stated philosophy as our~~well-positioned to both attract and retain executive talent, and reward high levels of performance ~~has been stronger versus peer (i.e.~~with above ~~median), but our pay levels were~~market compensation. The compensation plans are designed such that if the bank does not ~~aligned with this same positioning. While our incentive plan earning opportunities under our short-~~perform well, the annual and long-term incentive plans ~~were competitive versus market, our~~do not pay out, and total compensation is below market salaries did not allow our executives to fully achieve our pay-for-performance philosophy design in terms of above market median cash and direct compensation when performance was strong (70th percentile) compared to peer. Therefore, in 2020, considerable salary increases were implemented, and incentive plan earning opportunities were modified slightly (discussed in more detail later). We strive to ensure our executive compensation programs avoid complacency, which may require occasional modifications as we see necessary to best achieve our compensation philosophy goals. We felt slight modifications were appropriate during 2020.

competitive levels.

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~~In addition, we~~We offer a 401(k) retirement plan and certain Named Executive Officers are also eligible for nonqualified deferred compensation plans. Messrs. Rust and Leinenbach are also each party to a supplemental executive retirement agreement with the Company’s bank subsidiary. See the “Retirement/Deferred Compensation Benefits” section below for additional information on these agreements.

Base Salary

The Company attempts to provide the Named Executive Officers with a base salary that is market competitive with the salaries offered by other bank holding companies of comparable size in Indiana and the surrounding states. ~~The Compensation Philosophy targets~~Our compensation philosophy is to target base salaries in the ~~median (50th percentile)~~50th to 60th percentile of ~~the~~such competitive ~~market for base salaries.~~market. The Committee determined the ~~2020~~2023 base salaries for the Named Executive Officers by reviewing market and peer comparisons provided by BCG, which provided peer group median salaries and salary survey data from the banking and financial industry. ~~Overall, the report~~Our 2023 analysis and comparison to market data showed ~~certain of~~that overall, our Executive Officer salaries were ~~significantly below~~competitive with market ~~median, when our philosophy is to target near the median of market for base salary. Additionally, the 2020~~median. Competitive base salaries ~~for Mr. Dauby and Mr. Rust were increased in recognition of their transition~~are necessary to Senior Executive Management roles under the Company’s previously announced management succession plan. This was the primary reason our salary increases were considerable in 2020 versus our 2019 salary increases. We also wanted to better achieve our pay-for-performance compensation ~~philosophy and salary increases were necessary to meet this objective.~~ philosophy.

Base salary levels set the foundation for direct compensation, since the opportunity levels for our incentive plans (short- and long-term) are defined as a percentage of base salary. We also relied on recommendations from the CEO for each of the other Named Executive ~~Officers (except the CEO).~~Officers. Base salary decisions surrounding the CEO also incorporated such items as his tenure and the Company’s financial performance. We also take into consideration experience of the individual, performance of the individual, and desired market positioning considering the incentive compensation program design at the Company. In all cases, the Committee recommended to the Board that the ~~CEO~~CEO’s and each other Named Executive Officer’s ~~2020~~2023 base salary be the value disclosed in the table below, and the Board accepted those recommendations.

Our 2023 base salary increases were determined after reviewing the BCG data, current market environment, and desire to retain our executive talent. Mr. Dauby’s 2023 salary increase was commensurate with his increased responsibilities as a result of his anticipated assumption of the role of Chairman of the Board at the 2023 annual meeting of shareholders. Mr. Rust, Mr. Leinenbach, Ms. Jackson, and Mr. Barrett received market-competitive salary increases. Mr. Beckwith was not included as a Named Executive Officer prior to 2023. The base salaries and salary increases for the Named Executive Officers for ~~2020~~2023 (as compared to their base salaries in ~~2019)~~2022 as of year-end) were as follows:

Executive	2020 Base Salary			2019 Base Salary			% Increase		2023 Base Salary			2022 Base Salary			% Increase
Mr. Schroeder		$	600,000		$	487,441*		23.1%
Mr. Ewing		$	375,000		$	305,000		23.0%
Mr. Dauby										$	625,000		$	580,000		7.8
Mr. Rust		$	350,000		$	270,000		29.6%		$	450,000		$	440,000		2.3
Mr. Braun		$	270,750		$	235,000		15.2%
Mr. Leinenbach		$	295,000		$	242,000		21.9%		$	350,000		$	340,000		2.9
Mr. Dauby		$	350,000		$	235,000		48.9%
Mr. Beckwith										$	350,000			—		—
Ms. Jackson										$	300,000		$	265,000		13.2
Mr. Barrett										$	275,000		$	250,000		10.0

The Committee determined that, beginning in July 2020, Mr. Schroeder would no longer receive separate director fee compensation. For comparison purposes, Mr. Schroeder’s 2019 base salary includes director compensation received during 2019 in the amount of $57,441.

Executive Management Incentive Plan

For performance during ~~2020,~~2023, the Company continued to maintain an Executive Management Incentive Plan (the “Plan”) for certain key officers, including the Named Executive Officers. Under this Plan, the Company pays additional compensation in the form of annual cash incentive awards that are contingent upon the achievement of certain annual goals (described in this subsection), and long-term incentive awards that are contingent upon the achievement of certain long-term goals (described in the next subsection).

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company goals were similar to past years. The balanced scorecard approach is designed to encourage a consistent, long-term management approach to enhancing shareholder value. Cash incentive payments that are authorized to be paid to eligible officers under the Executive Management Incentive Plan are payable in quarterly installments during the year following the year in which the services were performed and are contingent only upon such Executive Officer’s continued employment with the Company through the date of payment of each quarterly installment. The Plan also has a “clawback” provision which allows the Company to recoup awards under certain circumstances such as a material misstatement of financial performance.

During the first quarter of ~~2020,~~2023, the Board (by the vote of the members of the Board who are not “interested directors” within the meaning of Nasdaq’s independence rules, and at the recommendation of the Committee) established potential short-term cash incentive awards for the Named Executive Officers as percentages of their ~~2020~~2023 base salary (which ranged from 26.25% to 37.50% of base salary for “good” performance, depending upon the Named Executive Officer), with maximum awards (payable only for “exceptional” performance — where established goals were substantially exceeded) ranging from 61.25% to 87.50% of base salary (depending upon the Named Executive Officer). ~~Short-term~~After reviewing the BCG market and peer compensation provided in the 2023 Executive Compensation Review, we determined the current short-term opportunities continued to remain competitive versus peer and market. The short-term incentive award opportunities ~~were modified slightly~~for 2023 remain unchanged from ~~2019 to 2020 in order to better align the~~2022 for all Named Executive Officers except for Mr. Beckwith. The short-term incentive ~~plan payouts with the Company’s pay versus performance philosophy. Our historical analysis was showing~~award opportunity for Mr. Beckwith increased from his 2022 percentage as a ~~slight disconnect between pay~~result of his promotion to Executive Vice President and performance and we felt these modifications to the performance levels under the short-term cash incentive plan would achieve better pay versus performance alignment when compared to the competitive environment.Chief Banking Officer in 2023. Specifically, the opportunities (as a percentage of base salary) for the ~~2020~~2023 short-term cash incentive awards were as follows:

	Potential 2020 Short-Term Award as Percentage of 2020 Base Salary at the Following Performance Levels						Potential 2023 Short-Term Award as Percentage of 2023 Base Salary at the Following Performance Levels
Executive	Good		Very Good		Exceptional		Good		Very Good		Exceptional
Mr. Schroeder		37.50%		62.50%		87.50%
Mr. Ewing		30.00%		50.00%		70.00%
Mr. Dauby								37.50%		62.50%		87.50%
Mr. Rust		26.25%		43.75%		61.25%		30.00%		50.00%		70.00%
Mr. Braun		26.25%		43.75%		61.25%
Mr. Leinenbach		26.25%		43.75%		61.25%		26.25%		43.75%		61.25%
Mr. Dauby		26.25%		43.75%		61.25%
Mr. Beckwith								26.25%		43.75%		61.25%
Ms. Jackson								26.25%		43.75%		61.25%
Mr. Barrett								26.25%		43.75%		61.25%

Credit is given proportionately for performance falling between the levels, but is not given for performance that is not at least at the threshold level (i.e., “good” performance). We also have a maximum payout level (i.e., for “exceptional” performance) for each executive, which effectively puts a “cap” on any awards and assists with mitigating risk in this incentive program.

The Board requires that a minimum net income trigger be met before the Plan is “turned on.” Net income was chosen as the trigger because it is the most appropriate measure of bank profitability, and a prevalent metric in which to measure financial stability. If this minimum net income trigger is not achieved for the calendar year performance period, then the entire plan is not funded and no payouts are made to any participants under the Plan. For ~~2020,~~2023, the minimum net income trigger was set at ~~$48,000,000.~~$78,800,000. For comparison, in 2022, the minimum net income trigger was $60,000,000. The Company’s goal for the short-term incentive plan design is to allow for incentive pay “upside” when strong performance warrants such payouts (as stated in our compensation philosophy).

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Short-term Cash Incentive Corporate Performance Scorecard Metrics

Corporate Operating Measures (80% weighting)

For ~~2020,~~2023, the corporate performance metrics listed below were used. When selecting the five performance measures, the Company’s goals, strategic plan, and industry standards were taken into consideration. The Company strongly believes in a balanced scorecard approach, which takes into consideration increasing shareholder value, quality vs. cost ratios, loan growth, deposit growth, etc. We use a balance of profitability/growth related metrics along with quality measures to best measure overall financial performance. ~~The~~

While the five short-term corporate performance criteria for ~~2020~~2023 (summarized in the table below) have, generally, remained unchanged since ~~2015. The performance~~2015, modifications have been made to certain criteria ~~are reviewed annually,~~in past years. Specifically, in 2022, earnings per share growth and the efficiency ratio were each modified and assessed on an “as adjusted” basis to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. For that year, the non-interested members of the Board determined that the failure to make those adjustments, which were intended to exclude the impact of items that the Company and the Board consider as being unrepresentative of the Company’s core operating performance, may inappropriately penalize the Named Executive Officers for expenses that were not indicative of actual performance. In addition, the Board believes ~~they are still appropriate measures~~that making these adjustments may more effectively align management incentives with the Company’s strategy to continue the expansion of ~~short-term performance per our~~its business ~~strategy. Therefore, for 2020, they continued to be~~through mergers and acquisitions. For 2023, the ~~most relevant~~ performance measures ~~for alignment~~set forth below were viewed as being appropriately aligned with our strategic goals.

Corporate Operating Measures	Percentage Weighting
Income/revenue measures (applied to all Executive Officers):
~~Fully-diluted earnings~~Earnings per common share growth		25%
Efficiency ratio		10%
Consolidated balance sheet measures (applied to all Executive Officers):
Growth in core organic taxable loans		20%
Growth in core organic deposits and repurchase agreements		15%
Non-performing assets to total assets ratio		10%
Total		80%

Judgmental/Individual Measures (20% weighting)

For ~~2020,~~2023, judgmental/individual measures (20% weight for Executive Officers) were based on overall performance of the executive, including business unit or department performance. The criteria relating to business unit performance or departmental performance (if such performance was applicable to a particular Executive Officer’s scorecard) were focused on performance of the business unit or department headed by each executive. Criteria are determined annually based on the strategic goals of the executive’s respective business unit or department. Consistent with prior years, these criteria were assigned a weighting percentage based on the executive’s position and authority. Final performance was based on the Board’s assessment

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for the CEO ~~the CEO’s assessment for Mr. Ewing’s and Mr. Rust’s performance,~~(Mr. Dauby) and the CEO’s assessment ~~with input from the President (Mr. Ewing),~~ for the performance of Mr. Rust, Mr. Leinenbach, Mr. ~~Braun,~~Beckwith, Ms. Jackson, and Mr. ~~Dauby.~~Barrett, with Mr. Rust, as President, providing input for each of Mr. Leinenbach, Mr. Beckwith, Ms. Jackson, and Mr. Barrett.

Similar to prior years, the Committee established the annual target levels of achievement to be challenging yet reasonably attainable, with threshold awards (i.e., “good” performance”) set at expected levels of attainment, and maximum awards (i.e., “exceptional” performance) set at an extremely difficult level to achieve. This was assessed using a combination of budget, our historical performance, peer group performance, and the Company’s best estimates for ~~2020~~2023 performance. When setting the target level for each corporate measure, however, the Company did not necessarily attempt to tie that level to the Company’s expectations for ~~2020;~~2023; therefore, some of the measures require the achievement of greater-than-expected corporate performance at the targeted level, and some will reward achievement of lesser-than-expected corporate performance at the targeted level. Overall, however, and on a balanced approach when weighing all of the formula and judgmental performance factors (income statement, balance sheet, and personal) in accordance with the scorecard weights, the Company believes that the target levels are appropriately challenging. The annual cash incentive metrics for 2020 remained unchanged from 2019. However, Executive Officer short-term cash earning opportunity levels for 2020 have been slightly modified from 2019, as described previously. In selecting the ~~2020~~2023 performance measures, the Committee also noted the following:

•

We defined core organic taxable loan growth to mean the growth in the average balance of our consolidated core organic taxable loans in December ~~2020~~2023 as compared to our average balances of our consolidated core organic taxable loans in December ~~2019.~~2022.

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•

We defined core organic deposit and repurchase agreement growth to mean the growth in the average balance of our consolidated core organic deposits and repurchase agreements in December ~~2020~~2023 as compared to our average balances of our consolidated core organic deposits and repurchase agreements in December ~~2019.~~2022.

•

We determined the non-performing assets to total assets ratio based on the average of the four quarter-end ratios during the year.

Short-Term Cash Incentive ~~2020~~2023 Actual Performance

In the first quarter of ~~2021,~~2024, the Board, upon the recommendation of the Committee, determined the short-term cash incentive award amounts payable in ~~2021~~2024 to the Named Executive Officers, including the CEO, for their services during ~~2020.~~2023. The incentive amounts paid for 2023 performance are included ~~in the 2020 information~~ in the Summary Compensation Table. The Committee’s recommendations were based on the Committee’s assessment of the degree to which the corporate and personal goals established by the ~~2020~~2023 scorecards of the Named Executive Officers were achieved. The Named Executive Officers received awards that were determined in accordance with the formulas relating to the short-term corporate performance criteria and judgment of job performance established by the respective ~~2020~~2023 scorecards. The ~~2020~~2023 actual short-term cash incentive payouts that were earned and paid ranged from ~~31.6%~~28.3% to ~~45.7%~~40.8% of year-end salary for the Named Executive Officers. These awards were based on the following performance levels:

	Corporate Operating Measures			~~2020~~2023 Result
	Net income “trigger”			Exceeded
	Income/revenue measures:
	~~Fully-diluted earnings~~Earnings per common share growth			Below Good (Threshold)
	Efficiency ratio			~~Exceptional Performance~~Between Good & Very Good
	Consolidated balance sheet measures:
	Growth in core organic taxable loans			~~Below~~Between Good ~~(Threshold)~~& Very Good
	Growth in core organic deposits and repurchase agreements			~~Above Exceptional~~Below Good (Threshold)
	Non-performing assets to total assets ratio			~~Between Very Good &~~Above Exceptional
	Overall short-term incentive performance			Between Good & Very Good

Discretionary Cash Awards

No discretionary cash awards were made to the Named Executive Officers in ~~2020.~~2023.

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Long-Term Incentive Awards

The ~~2020~~2023 LTI Plan provides for the potential award of incentive and non-qualified stock options and other equity-based awards, including restricted stock (“LTI Awards”). In recent years, restricted stock awards have been awarded as the equity ~~portion~~vehicle under the LTI Plan. The use of Restricted Stock, or full-value equity grants, is very prevalent within the banking industry based on our independent compensation consulting studies and regulatory best practices. As such, we felt it was appropriate from a market competitive standpoint to again utilize this type of equity award in ~~2020.~~2023.

The LTI performance awards to our Named Executive Officers (for ~~2020~~2023 performance) were paid out as 100% equity, in the form of restricted stock grants. ~~This was~~The Company discontinued paying a ~~change from previous years when the awards were paid out in an equity/~~~~cash split of 67/33% in 2019 and 60/40% in 2018. Previously, the cash~~ portion ~~was intended to cover the taxes on the equity portion. The Committee believes that a shift to a 100% equity payout is more consistent with the purpose~~ of the ~~plan~~annual LTI awards in cash to NEOs beginning in 2020 and this practice has continued since that ~~the other cash components of executive compensation are sufficient for the executives to meet their respective tax obligations for the equity awards.~~time. The purpose of granting LTI Awards is to provide long-term incentive compensation to complement the short-term focus of annual cash incentive awards. The Company believes the LTI plan encourages prudent long-term business planning

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decisions and serves as a valuable retention tool to motivate and reward Executive Officers’ long-term behavior. The Company continues to utilize a Management Long-Term Incentive Plan Balanced Scorecard approach for the Named Executive Officers.

A payout “scorecard” for LTI Awards is established upon recommendation of the Committee based upon the Named Executive Officer’s level of responsibility. The awards are earned in proportion to the extent to which the Company has achieved certain corporate financial performance metrics versus peer on a three-year average period ending in the year for which the scorecard is established. The Committee maintains a “clawback” provision in the Plan, where all LTI Awards earned are subject to “clawback” under certain circumstances, such as a material misstatement of financial performance. Also, as an additional executive retention tool and in support of the “clawback” provision, the LTI Award grants are subject to a three-year vesting schedule. As such, 1/3 of any LTI award that is granted vests 1/3 per year following the date of grant.

During the first quarter of ~~2020,~~2023, the Board (by the vote of the members of the Board who are not “interested directors” within the meaning of the rules of the Nasdaq Stock Market, Inc., and at the recommendation of the Committee) established threshold long-term incentive awards for Named Executive Officers as percentages of their ~~2020~~2023 base salary (which ranged from 26.25% to 37.50% of base salary for “good” performance, depending upon the Named Executive Officer), with maximum awards (payable only for “exceptional” performance — where established goals were substantially exceeded) ranging from 61.25% to 87.50% of base salary (depending upon the Named Executive Officer). The ~~Long-term~~long-term incentive award opportunities ~~were modified slightly~~for 2023 remain unchanged from ~~2019~~2022 for all Named Executive Officers except for Mr. Beckwith. The long-term incentive award opportunity for Mr. Beckwith increased from his 2022 percentage as a result of his promotion to 2020 (similar to short-term cash incentive awards) to better align with our pay versus performance goals at the Company. Our goal is to provide competitive levels of long-term/equity awards when performance warrants it, as detailed by our compensation philosophy.Executive Vice President and Chief Banking Officer in 2023. The opportunities (as a percentage of base salary) for the ~~2020~~2023 long-term equity incentive awards were as follows:

	Potential 2020 Long-Term Incentive Award as Percentage of 2020 Base Salary at the Following Performance Levels						Potential 2023 Long-Term Incentive Award as Percentage of 2023 Base Salary at the Following Performance Levels
Executive	Good		Very Good		Exceptional		Good		Very Good		Exceptional
Mr. Schroeder		37.50%		62.50%		87.50%
Mr. Ewing		30.00%		50.00%		70.00%
Mr. Dauby								37.50%		62.50%		87.50%
Mr. Rust		26.25%		43.75%		61.25%		30.00%		50.00%		70.00%
Mr. Braun		26.25%		43.75%		61.25%
Mr. Leinenbach		26.25%		43.75%		61.25%		26.25%		43.75%		61.25%
Mr. Dauby		26.25%		43.75%		61.25%
Mr. Beckwith								26.25%		43.75%		61.25%
Ms. Jackson								26.25%		43.75%		61.25%
Mr. Barrett								26.25%		43.75%		61.25%

Similar to the short-term cash incentive program, credit is given proportionally for performance falling between the levels, but is not given for performance that is not at least at the threshold level (i.e., “good” performance) or for that portion of performance that exceeds the maximum payout level (i.e., “exceptional” performance).

LTI awards for services during the three-year period of ~~2018-2020~~2021-2023 under the scorecards were based on the long-term corporate performance criteria set forth in the table ~~below. The performance criteria~~below, which are reviewed annually. In 2019, the Company began including an additional metric of return on assets in the LTI Plan. The additional metric was included in part after an analysis was conducted in 2019 of our peer group’s long-term incentive plan metrics by BCG, which showed return on assets as the most commonly used metric among our peers disclosing their long-term incentive plan metrics. Additionally, we feel return on assets adds a more complete picture of our overall financial performance. The Company believes that return on equity and EPS continue to be appropriate measures to evaluate long-term performance against our business strategy and remain relevant measures for alignment with our strategic goals. Each metric is measured as an average of annual performance over the three-year period ending December 31, 2020 and benchmarked against our custom peer group as described previouslyannually (the ~~“Long-Term Corporate Performance Criteria”):~~

31
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“Long-Term Corporate Performance Criteria”). While these performance criteria have, generally, remained unchanged over recent years, certain modifications have been made in the past. Specifically, for 2022, each measure was modified and assessed on an “as adjusted” basis to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. As stated previously, the non-interested members of the Board determined that the failure to make these adjustments, which were intended to exclude the impact of items that the Company and the Board consider as being unrepresentative of the Company’s core operating performance, may inappropriately penalize the Named Executive Officers for expenses that were not indicative of actual performance. In addition, the Board believes that making these adjustments may more effectively align management incentives with the Company’s strategy to continue the expansion of its business through mergers and acquisitions. For 2023, the performance measures set forth below were viewed as being appropriately aligned with our long-term strategic goals.

Long-term ~~Incentive Award~~Corporate Performance Criteria	Percentage of Potential Award
~~Return~~Adjusted return on equity		331∕3%
~~Return~~Adjusted return on assets		331∕3%
~~Fully-diluted~~Adjusted earnings per common share growth		331∕3%
Total		100%

Similar to the short-term cash incentive awards, the Committee establishes ~~target~~targets for LTI ~~criteria to be~~Awards that are very challenging, but reasonably attainable, with threshold (i.e., “good” performance) awards set at expected levels of attainment, and maximum (i.e., “exceptional” performance) awards set at an extremely difficult level of attainment. ~~The LTI metrics remain unchanged from 2019.~~ In measuring performance for each of the above metrics, the Committee notes the following:

•

Return on Equity Measurement: We measured the extent to which the Company achieved the return on equity metric for the three-year period of ~~2018-2020~~2021-2023 by determining an annual percentile ranking of the Company’s return on equity in comparison to our publicly-held peer group of banks for each of the three years. As noted above, the Company’s return on equity for 2022 was adjusted to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. Similarly, for the peer group companies, a determination was made as to which companies, if any, completed a merger or acquisition transaction during the calendar years 2022 or 2023, with each impacted peer’s return on equity being adjusted in a manner similar to the adjustments made to the Company’s 2022 return, using amounts reported in the peer company’s SEC filings. We then averaged the Company’s annual percentile ranking for each year to determine a three-year average result.

•

Return on Assets Measurement: We measured the extent to which the Company achieved the return on assets metric for the three-year period of ~~2018-2020~~2021-2023 by determining an annual percentile ranking of the Company’s return on assets in comparison to our publicly-held peer group of banks for each of the three years. As noted above, the Company’s return on assets for 2022 was adjusted to exclude the impact of transaction-related expenses incurred in connection with the Company’s merger with CUB. Similarly, for the peer group companies, the adjustments discussed above were also made to each impacted peer’s return on assets. We then averaged the Company’s annual percentile ranking for each year to determine a three-year average result.

•

~~Fully-diluted~~ Earnings per Common Share Growth Measurement: We measured the extent to which the Company achieved the ~~fully-diluted~~ earnings per common share growth, or EPS growth rate, metric by measuring the Company’s annual adjusted EPS growth rate against Board established internal goals for each of the three years. As noted above, for purposes of this metric, the Company’s earnings were adjusted for 2022 to exclude the impact of transaction-related expenses incurred in connection with its merger with CUB. We then averaged the Company’s annual EPS growth rate level of achievement for each year to determine a three-year average result.

In addition, the LTI Awards are further subject to a minimum net income trigger that is the same as the short-term cash incentive award trigger. If the minimum net income trigger of ~~$48,000,000~~$78,800,000 was not achieved for ~~2020,~~2023, then no LTI awards would have been granted under the Plan.

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For purposes of the above, our peer group for ~~2020~~2023 is the group of publicly traded banks shown previously. For ~~2019~~2022 and ~~2018,~~2021, the peer group used was the group of publicly traded banks disclosed in the applicable year’s proxy disclosure.

For more information on our LTI plan metrics, see the Company’s Current Report on Form 8-K filed with the SEC on ~~April~~March 3, ~~2020.~~2023.

During the first quarter of ~~2021,~~2024, the Board determined that the corporate goals established by the scorecards for the LTI Awards resulted in the following for ~~2018-2020~~2021-2023 performance:

	Long-term Incentive Measures			~~2018-2020~~2021 – 2023 Result
	Net income “trigger”			Exceeded
Adjusted return on equity		~~Return~~	Between Very Good & Exceptional
Adjusted return on ~~equity~~assets			Between Good & Very Good
	~~Return on assets~~			~~Between Good & Very Good~~
	~~Fully-diluted~~Adjusted earnings per common share growth			Between Very Good & Exceptional
	Overall long-term incentive performance			Between Very Good & ~~Very Good~~Exceptional

As a result, the Board approved the grant of Restricted Stock Awards to the Named Executive Officers, in satisfaction of their ~~2020~~2023 earned LTI Awards (based on the three-year average percentile rankings), ranging from ~~41.9%~~47.5% to ~~59.8%~~67.8% of salary for the Named Executive Officers. Each Restricted Stock Award consisted of newly-issued common stock of the Company (subject to certain restrictions and forfeiture conditions) having an

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aggregate fair market value equal to each Named Executive Officer’s total LTI Award earned in ~~2020,~~2023, which was determined by dividing the dollar value of the award by the market price the Company stock as of the close of trading on March ~~12, 2021~~14, 2024 (rounded up to the nearest whole number of shares).

Holders of the common stock issued as part of the Restricted Stock Award are entitled to dividends on such shares unless and until the shares are forfeited in accordance with the terms of the Restricted Stock Awards.

Vesting and Retention Provisions Applicable to LTI Awards

The LTI Awards earned in ~~2020~~2023 (consisting solely of Restricted Stock Awards) will vest, assuming the continued service of each of the holders through such vesting date, as follows: 1/3 on March 15, ~~2022,~~2025, 1/3 on March 15, ~~2023,~~2026, and 1/3 on March 15, ~~2024.~~2027. This straight-line three-year vesting schedule is ~~slightly different from our past vesting schedules, but meets~~consistent with industry standards. Vesting of such LTI Awards will be accelerated in the event of the holder’s death or disability while in the service of the Company or upon such other event as determined by the Committee in its sole discretion. Vesting will also be accelerated upon certain extraordinary events (such as a change in control). Unvested shares issued as Restricted Stock Awards must be retained by the Named Executive Officer subject to the “clawback” and forfeiture provisions applicable to such shares, and therefore may not be sold, pledged, or otherwise transferred or hedged during the vesting periods. At least 95 percent of the shares underlying awards granted under the 2019 LTI Plan are required to have a one-year minimum vesting period, subject to the Compensation/Human Resources Committee’s authority under the 2019 LTI Plan to vest awards earlier, as the Committee deems appropriate.

Clawback Policy

As a matter of policy, we have implemented “clawback” provisions for incentive awards that are provided to Executive Officers and based on Company financial metrics. These “clawback” provisions allow the Company to recoup awards that have been previously paid/awarded under certain circumstances such as a material misstatement of financial performance. The clawback right has also been extended to instances where the Named Executive Officers have engaged in intentional misconduct in the performance of their duties to the Company or otherwise violated the Company’s Code of Business Conduct in any material respect. As previously disclosed, awards under our incentive plans (both cash and equity) in recent years and in ~~2020~~2023 are subject to these “clawback” provisions. We feel this “clawback” policy is appropriate and assists with risk mitigation throughout the Company.

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In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including the Nasdaq, to implement listing standards that require listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The Nasdaq’s listing standards pursuant to the SEC’s rule became effective for incentive-based compensation received on or after October 2, 2023. We adopted an Incentive Compensation Recovery Policy pursuant to the Nasdaq listing standards on October 30, 2023, with an October 2, 2023 effective date. The policy has been filed as Exhibit 97 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Repricing and Underwater Grant Buyback Prohibitions

Our 2019 LTI Plan does not allow repricing or cash buybacks of stock options or stock appreciation rights (“SAR”), without shareholder approval. Specifically, without shareholder approval, no stock option or SAR award may be (i) amended to decrease the exercise price, (ii) cancelled in exchange for a replacement option or SAR with a lower exercise price, or (iii) purchased or cancelled in exchange for cash, other property or grant of a restricted stock award at a time when the per share exercise price of the option or SAR award is greater than the fair market value of a share of our common stock.

Insider Trading Policy and Anti-Hedging Provision

We maintain a policy for securities transactions applicable to all officers, directors and employees of the Company which prohibits engaging in short sales, transactions in puts, calls, or other derivative instruments, hedging transactions and other short-term or speculative transactions with respect to our stock at any time. As part of this prohibition on short-term transactions, any ~~Common Shares~~common shares purchased by a person subject to our insider trading policy must be held by the purchaser for a minimum of six months. In addition, our insider trading policy prohibits our Executive Officers and directors from trading during quarterly and special blackout periods.

Executive Stock Ownership/Holding Requirements

The Chief Executive Officer is expected to attain/maintain an investment position in our common shares equal to three times his or her base salary. ~~Currently, we encourage, but do not require our other~~

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~~Executive Officers~~On February 27, 2023, the Board of Directors adopted a policy that requires (i) the Company’s President and Chief Financial Officer to attain/maintain an investment position in our common shares equal to two times his or her base salary, and (ii) each other named executive officer to attain/maintain an investment position in our common shares equal to one and one-half times his or her base salary. The policy also provides that each executive officer who becomes a ~~certain level~~named executive officer after February 27, 2023, will have five years from the date they became a named executive officer to acquire such shares; provided, however, that the Named Executive Officers, as of the policy adoption date, will have five years from such date to acquire such shares. The Company will not count unearned performance-based full value awards and/or unexercised stock options when determining whether the executive stock ownership requirements have been met.

As of December 31, 2023, each of Mr. Rust, Mr. Leinenbach, and Mr. Beckwith met their respective requirement. Because Mr. Dauby was appointed to his position as the Company’s Chief Executive Officer effective as of January 1, 2022, and Ms. Jackson and Mr. Barrett were first included as a Named Executive Officer for 2022, each of such officers will have five years from the policy adoption date to attain the required investment position. ~~Currently, our CEO has met this requirement.~~ Additionally, the Company requires that any common shares received by Executive Officers in connection with any equity awards are subject to an additional ~~one year~~one-year holding period before any sale or transfer of the shares may take place, other than with respect to any shares withheld by the Company to satisfy a participant’s withholding tax obligation in connection with an award.

Additionally, we require ownership of our common stock by our non-employee directors, as described later in this proxy statement.

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Other 2019 LTI Plan Governance Features

The Company desires to promote best practices by reinforcing the alignment between equity compensation arrangements with the interests of our shareholders. To this end, important governance features were incorporated into the 2019 LTI Plan, including, but not limited to, the items below:

•

No liberal share recycling is allowed. Shares of common stock are not allowed to be added back to the plan reserve for future grants under certain circumstances, as described in the 2019 LTI Plan.

•

No tax gross-ups.

•

Material amendments require shareholder approval.

•

No evergreen provision. The 2019 LTI Plan does not contain an “evergreen” feature that automatically replenishes the shares available for future grants.

•

No automatic grants or reload grants. The 2019 LTI Plan does not provide for “reload” or other automatic grants to any participant.

Retirement/Deferred Compensation Benefits

German American Bancorp 401(k) Savings Plan. The German American Bancorp 401(k) Savings Plan (the “401(k) Plan”) is a tax-qualified defined contribution plan that enables eligible employees to defer income taxation on up to 60% of their compensation (not to exceed ~~$19,500~~$22,500 for ~~2020~~2023 or ~~$26,000~~$30,000 for employees age 50 or older). We currently provide fully vested matching contributions equal to 100% of each employee’s pre-tax contributions up to the first 3% of compensation plus 50% of the employee’s pre-tax contributions up to the next 2% of compensation. As mentioned previously, the 401(k) plan automatically enrolls all employees at the 5% contribution level in order to get the full 4% match. Participants in the plan direct the investment of their account balances and are eligible for loans, certain in-service withdrawals, and distributions upon termination of employment. All ~~six~~Named Executive Officers participate in the 401(k) Plan.

German American Bancorp Nonqualified Savings Plan. Under the German American Bancorp Nonqualified Savings Plan, established in 2004 (the “Nonqualified Savings Plan”), highly compensated or management employees of the Company and its subsidiaries who are specifically designated from time to time by the Committee as eligible to participate in the Plan may, through payroll deduction, make employee deferral contributions between 1% and 60% of their regular earnings. Participants in the plan direct the investment of their account balances. The Plan was amended in 2008 to bring it into technical compliance with the requirements of ~~section~~Section 409A of the Internal Revenue Code of 1986, as amended.

We make matching contributions under the Nonqualified Savings Plan according to the following formula:

•

100% of the first 3% of the participant’s eligible compensation contributed to the Nonqualified Savings Plan and the ~~German American Bancorp~~ 401(k) ~~Savings~~ Plan ~~(“401(k) Plan”)~~ as “Deferral Contributions” (as defined under the respective plans) for the plan year, plus

•

50% of the next 2% of the participant’s eligible compensation contributed to the Nonqualified Savings Plan and the 401(k) Plan as “Deferral Contributions” (as defined under the respective plans) for the plan year.

In no event, however, may the aggregate employer matching contributions on behalf of any participant in any plan year, considering both the matching contribution under the Nonqualified Savings Plan and any employer matching contribution under the 401(k) Plan, exceed 4% of such participant’s eligible compensation.

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Supplemental Executive Retirement Agreements. Mr. Rust is party to an Executive Supplemental Retirement Income Agreement with the Company’s bank subsidiary that provides for a supplemental retirement benefit in the fixed amount of $26,340 per year for fifteen years and an additional death benefit of $10,000. Mr. Rust is 100% vested in the benefit and amounts become payable upon his death, disability, termination of employment, or retirement. The arrangement constitutes a non-qualified deferred compensation plan. The benefit is forfeited in the event he is terminated for “Cause” as described in the agreement. Except in cases of death or disability, the benefit will commence on the first day of the month following his 65th birthday. If he terminates employment prior to age 65 but after age 60, he may elect to commence benefits prior to age 65 but a reduction will be applied equal to 6% per year for each year in which benefits are commenced prior to age 65. Death benefits, including a $10,000 burial benefit, are payable to Mr. Rust’s beneficiary under the plan. This plan was amended in December 2008 to bring the arrangement into technical compliance with requirements of ~~section~~Section 409A of the Internal Revenue Code of 1986, as ~~amended (the “Code”).~~amended.

As part of the Company’s on-going succession planning for its Executive Officers, ~~in August 2017,~~ the Company’s bank subsidiary entered into a Supplemental Executive Retirement Agreement with Mr. ~~Leinenbach. The~~Leinenbach to ensure an orderly transition of his responsibilities by incentivizing him to delay his expected retirement date. Specifically, the agreement with Mr. Leinenbach, which was entered into in August 2017, provides that, so long as ~~Mr. Leinenbach remains~~he remained employed by the bank subsidiary through a retention date of December 31, 2023 (the “Retention Date”), which date represents the last day of the month in which his 65th birthday ~~occurs,~~occurred, he will receive a supplemental retirement benefit in the amount of $500,000, plus interest. The retirement benefit ~~would~~will be paid in monthly installments, over a ten-year period that ~~would commence~~commences on January 1, 2025. The arrangement constitutes a non-qualified deferred compensation plan. If Mr. Leinenbach leaves employment voluntarily or is terminated by the bank subsidiary for “Just Cause” (as described in the agreement) prior to the Retention Date, he will not receive any payments under the agreement. If Mr. Leinenbach dies or becomes disabled prior to the Retention Date, he or his beneficiaries will receive a proportionate amount of the payments based on his months of service prior to his death or disability. It is intended that ~~any~~ amounts payable under this agreement shall either be exempt from, or comply with, Section 409A of the Internal Revenue Code of 1986, as amended, so as not to subject Mr. Leinenbach to the payment of any interest, penalties or additional tax imposed under Section 409A.

~~German American Deferred Director Compensation Plan.~~ The Deferred Director Compensation Plan allowed members of the Board of Directors of the Company’s bank subsidiary to elect to defer the receipt and taxation on a portion of their director fees while serving on that board of directors. The Plan was frozen as of December 31, 1996, and no additional fees have been deferred into the Plan since then. Of the Executive Officers, only Mr. Schroeder is a participant in this frozen Deferred Director Compensation Plan.

Other Compensation

Detailed information regarding other compensation is provided in note 6 to the Summary Compensation Table later in this document. In general, we believe that perquisites should not constitute a significant portion of any Executive Officer’s compensation. However, certain perquisites provided to Executive Officers also provide a benefit to us. For example, we reimburse certain club dues to encourage our Executive Officers to have a presence in the community to promote the business of the Company. Additionally, a 5% “retirement allowance” contribution is provided to the Executive Officer and is intended to help defray the cost of saving for retirement following the 2004 elimination of a Company-funded retirement contribution to the Profit-Sharing Plan. For more detail on other compensation amounts, please refer to the “All Other Compensation” table ~~later~~ in ~~this disclosure.~~

such note 6.

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~~CEO Pay Ratio~~

As a result of rules adopted under the Dodd-Frank Act, the SEC requires us to disclose the CEO to median employee pay ratio. Specifically, the CEO pay ratio is determined by calculating: (i) the median of the annual total compensation of all employees other than the CEO; (ii) the annual total compensation of the CEO; and (iii) the ratio of these amounts. The purpose of the disclosure is to provide a measure of the equitability of pay within the organization. The Company believes, through its compensation philosophy, that our CEO pay ratio yields an equitable result.

In accordance with the SEC rules, for 2020, we are using the same median employee identified in the proxy statement for last year’s annual meeting of shareholders. There have been no changes in our employee population or our employee compensation arrangements that resulted in a significant change of the pay distribution to our employee population, or would significantly impact the pay ratio disclosure.

In determining the median employee for 2019, a listing was prepared of all employees. We started with gross earnings for all individuals within our three companies: German American Bank, German American Investment Services, Inc. and German American Insurance, Inc. We omitted employees terminated during 2019. For employees hired during the year, we annualized their salaries based on their month of hire. With our CEO omitted from the list, there were 889 employees remaining. We then selected the 444th ~~person on the list as our most comparative median employee in the organization.~~

Our CEO, Mr. Schroeder, had 2020 annual total compensation of $1,370,874 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2020 was $42,144. ~~As a result, we calculated that Mr. Schroeder’s 2020 annual total compensation was approximately 32 times that of our median employee.~~

~~Compensation Committee Interlocks and Insider Participation~~

No member of the Compensation/Human Resources Committee was an officer or employee of the Company or any of its subsidiaries during 2020, nor has any member of the Committee ever been an officer or employee of the Company or any of its subsidiaries. No current member of the Committee or Executive Officer of the Company had a relationship during 2020 requiring disclosure in this proxy statement under Item 404 or Item 407(e)(4) of SEC Regulation S-K.

Compensation Committee Report

The Compensation/Human Resources Committee has reviewed and discussed with management the above “Compensation Discussion and Analysis,” and, based on such review and discussion, the Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement, from which it will be incorporated by reference into the Company’s Annual Report on Form 10-K.

Zachary W. Bawel, Chairman
~~U. Butch Klem~~

Angela Curry
Susan J. Ellspermann
Christina M. Ryan

Thomas W. Seger

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Risk Assessment

We believe that our compensatory plans or programs provide appropriate incentives for all of our employees, including but not limited to our employees engaged in marketing and selling particular types of banking, insurance, securities, or other financial products or services, and our Executive Officers. We also believe that those plans and programs, considered individually and as a whole, neither encourage excessive or unnecessary risk that would adversely affect the long-term value or performance of our Company nor encourage employees to manipulate earnings in order to enhance the benefits payable under such plans or programs.

We believe that our annually-reconstituted Management Incentive Plan, including that of our Executive Officers (described above under the heading “Compensation Discussion and Analysis,” and considering both the short-term and long-term award structures created by that Plan), is well designed to align our strategic objectives with short-term and long-term shareholder value and to not encourage risky employee behavior, because:

•

the corporate performance metrics (as specified by the balanced scorecards) take into consideration:

•

balance sheet, income statement, and equity factors, and

•

threshold goals under such scorecards were (are) reasonably achievable with good performance, and therefore were sufficiently challenging but not overly difficult, and

•

specified performance metrics did (do) not include steep cliffs for not achieving nor exponential upside to achieving them (we pro-rate awards between various performance levels);

•

based on peer group comparisons, the incentives payable to our Executive Officers under their balanced scorecards were (are) capped at reasonable levels and the maximum (exceptional) awards represent an appropriate portion of total pay;

•

our inclusion of an award based on a three-year performance period discourages activities that do not benefit us over a long term; and

•

denomination of long-term awards in payments of restricted Company stock and additional vesting terms gives further incentive to our executives to focus on sustained value creation.

Similarly, we believe that the compensation programs available to our employees generally, and in our investments and insurance areas in particular (such as permitted payments for referrals, account opening incentives, and insurance, mortgage loan, and brokerage commissions and other payments based on products and services sold or provided or business developed or produced) are appropriately aligned with our Company’s strategy and objectives for long-term value creation for shareholders, and properly reward various performance outcomes.

Executive Compensation

The following tabular and other information describes the compensation of our Chairman and Chief Executive Officer, our President and Chief Financial Officer, and our four ~~other~~ Executive ~~Officers~~Vice Presidents employed at the end of ~~2020 (such six officers being referred~~2023 (we refer to ~~herein, individually,~~these individuals as ~~an “Executive Officer” and, collectively, as the “Executive~~our “Named Executive Officers” or “NEOs”), for their services to the Company and its subsidiaries during ~~2020~~2023 and certain prior years. The Company’s “Named Executive Officers” (or “NEOs”) for the 2020 fiscal year, as defined in Item 402(a)(3) of SEC Regulation S-K, were Messrs. Schroeder, Ewing, Rust, Dauby and Leinenbach.

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Summary

The following table provides a summary of compensation for ~~2018~~2021 through ~~2020~~2023 with respect to our Named Executive Officers.

SUMMARY COMPENSATION TABLE

Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus(5) ($) (d)		Stock Awards(6) ($) (e)		Option Awards(7) ($) (f)		Non-Equity Incentive Plan Compensation(8) ($) (g)		Change in Pension Value and Non- qualified Deferred Compensation Earnings(9) ($) (h)		All Other Compensation(10) ($) (i)		Total ($) (j)
Mark A. Schroeder, Chairman and Chief Executive Officer		2020		600,000		―		358,801		―		273,900		23,225		114,948		1,370,874
		2019		430,000		35,000		119,083		―		293,553		18,314		128,257		1,024,207
		2018		390,000		―		84,834		―		275,222		46,160		126,010		922,226
Clay W. Ewing, (1) President and Secretary		2020		375,000		―		179,425		―		135,450		―		64,786		754,661
		2019		305,000		30,000		53,393		―		166,207		―		61,721		616,321
		2018		285,000		―		38,367		―		160,107		―		59,145		542,619
Bradley M. Rust, (2) Executive Vice President and Chief Financial Officer		2020		339,500		―		146,554		―		110,618		12,662		62,126		671,460
		2019		270,000		25,000		41,392		―		128,709		11,761		58,608		535,470
		2018		250,000		―		29,232		―		123,106		11,162		55,620		469,120
Randall L. Braun, (3) Executive Vice President and Chief Development Officer		2020		270,750		―		113,341		―		85,571		―		54,208		523,870
		2019		235,000		20,000		30,884		―		96,017		―		52,016		433,917
		2018		220,000		―		21,924		―		92,982		―		46,148		381,054
Keith A. Leinenbach, Executive Vice President and Chief Credit Officer		2020		295,000		―		123,534		―		93,235		―		59,188		570,957
		2019		242,000		20,000		31,791		―		98,889		―		41,613		434,293
		2018		225,000		―		22,838		―		94,681		―		39,526		382,045
D. Neil Dauby,(4) Executive Vice President and Chief Commercial Banking Officer		2020		310,375		―		146,554		―		110,618		―		45,507		613,054
		2019		235,000		20,000		30,884		―		96,017		―		39,987		421,888
		2018		220,000		―		21,924		―		92,982		―		37,742		372,648
Name and Principal Position																			Year		Salary ($)		Bonus(1) ($)		Stock Awards(2) ($)		Option Awards(3) ($)		Non-Equity Incentive Plan Compensation(4) ($)		Change in Pension Value and Non- qualified Deferred Compensation Earnings(5) ($)		All Other Compensation(6) ($)		Total ($)
(a)																			(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
D. Neil Dauby, Chairman and Chief Executive Officer																				2023		625,000		―		423,754		―		254,688		―		114,673		1,418,115
																				2022		580,000		―		403,122		―		297,540		―		93,389		1,374,051
																				2021		425,000		―		243,000				244,440		―		59,146		971,586
Bradley M. Rust, President and Chief Financial Officer																				2023		450,000		―		244,086		―		151,020		13,844		92,287		951,237
																				2022		440,000		―		244,652		―		184,448		13,302		84,449		966,851
																				2021		375,000		―		202,513		―		203,700		12,781		64,727		858,721
Keith A. Leinenbach, Executive Vice President and Chief Credit Officer																				2023		350,000		―		166,115		―		102,778		―		77,477		696,370
																				2022		340,000		―		165,434		―		123,522		―		73,225		702,181
																				2021		310,000		―		146,501		―		147,343		―		60,562		664,406
Michael F. Beckwith, Executive Vice President and Chief Banking Officer																				2023		350,000		―		166,115		―		100,328		―		56,806		673,249
Amy D. Jackson, Executive Vice President and Chief Administrative Officer																				2023		300,000		―		142,389		―		87,045		―		52,287		581,721
																				2022		265,000		―		128,950		―		96,275		―		34,393		524,618
Clay M. Barrett, Executive Vice President and Chief Digital and Information Officer																				2023		275,000		―		130,526		―		77,866		―		49,905		533,297
																				2022		250,000		―		121,681		―		89,950		―		28,716		490,347

(1)

~~Effective January 1, 2021, Mr. Ewing became~~No discretionary bonus payments were made to the Named Executive ~~Vice Chairman.~~Officers in any of the years presented.

(2)

Effective January 1, 2021, Mr. Rust became Senior Executive Vice President. In recognition of his transition to this role, Mr. Rust’s annual base salary for 2020 was increased from $329,000 to $350,000 effective July 1, 2020.

~~(3)~~

~~Effective January 1, 2021, Mr. Braun became Chief Banking Officer.~~

~~(4)~~

Effective January 1, 2021, Mr. Dauby became President, Chief Operating Officer and Secretary. In recognition of his transition to this role, Mr. Dauby’s annual base salary for 2020 was increased from $270,750 to $350,000 effective July 1, 2020.

~~(5)~~

Amounts paid in 2019 consist of a discretionary bonus awarded to Company executives for their work in connection with completing the Company’s merger with Citizens First Corporation in July 2019 and their work in integrating the operations of First Security, Inc. (which was acquired in October 2018) and Citizens First into the Company’s operations.

~~(6)~~

Amounts reported in this column represent ~~(i)~~ the ~~restricted stock portion~~value of the ~~LTI Awards that were~~long-term incentive awards granted under the Executive Management Incentive Plan in ~~2021, 2020 and 2019, as applicable, based on performance criteria established~~effect for the three-year performance periods ending December 31, ~~2020,~~2023, December 31, ~~2019,~~2022, and December 31, ~~2018, respectively,~~2021, as applicable, which are payable in shares of restricted stock determined on the related grant date. The “Long-Term Incentive Awards” section of the “Compensation Discussion and ~~(ii) with respect to Mr. Schroeder,~~Analysis” provides additional details. The LTI restricted stock awards inrelated to the amounts of $24,991 and $19,975 that were granted to each of the Board members in December of each of the years 2019 and 2018, respectively (such awards, which vested in December of the following year, are also disclosed in the

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~~Director Compensation table, as shown later in this document). The restricted stock awards granted as part of the LTI Awards~~ in this column vest ~~as follows: (a) for the grant related~~over a three-year period. In each case, vesting is subject to 2018, such shares became vested or will become vested as follows: 1/3 on December 5, 2019, 1/3 on December 5, 2020 and 1/3 on December 5, 2021, (b) for the grant related to 2019, such shares will become vested as follows: 50% on December 5, 2021 and 50% on December 5, 2022, and (c) for the grant related to 2020, such shares will become vested as follows: 1/3 on March 15, 2022, 1/3 on March 15, 2023 and 1/3 on March 15, 2024. In accordance with our interpretation of SEC guidance on this subject, wecontinued service. We report these awards for purposes of our Summary Compensation Table as being awarded in the final year of the related three-year performance period, even though we accrue the related expense in different time periods for financial reporting purposes. The amounts are reported with respect to the year in which they were ultimately earned. For a discussion of the assumptions used in the calculation of the stock awards reported in this column, please see Note 8 of the Notes to Consolidated Financial Statements in the Company’s ~~2020 annual report~~2023 Annual Report on Form 10-K. ~~The cash portion of the LTI Award amounts has been reported as part of “Non-Equity Incentive Plan Compensation” for 2018 and 2019 (column (g)).~~

~~(7)~~

(3)

No stock options were granted to the Named Executive Officers in any of the years presented.

~~(8)~~

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(4)

The amounts in this column represent short-term cash incentive awards that were earned based on performance during ~~2018, 2019,~~2021, 2022, and ~~2020,~~2023, respectively and as applicable, under the Company’s Management Incentive Plan plus the cash portion of the LTI Awards that were based on performance for the three-year periods ending December 31 of 2018 and 2019, respectively (as noted in the “Compensation Discussion and Analysis” above, the Company discontinued paying a portion of the Named Executive Officers’ annual LTI awards in cash beginning with the three-year performance period ending December 31, 2020).Plan. The “Short-Term Cash Incentive Awards” section of “Compensation Discussion and Analysis” provides additional details. These short-term cash incentive awards are generally paid (subject to the executive’s continued employment) to the executive in quarterly installments during the year following the year in which they were earned (for instance, ~~2020~~2023 amounts will be paid in ~~2021)~~2024). The cash portion of the LTI Award amounts became or will become payable and vested as follows: (a) for the grant related to 2018, such amounts vested and became payable, or will (subject to continued employment) become vested and payable according to the following schedule: 1/3 on December 5, 2019, 1/3 on December 5, 2020 and 1/3 on December 5, 2021, and (b) for the grant related to 2019, such amounts became vested and payable 100% on December 5, 2020. As mentioned previously, there was no cash portion of the LTI Award related to 2020 as it was paid 100% in equity. The “Long-Term Incentive Awards” section of the “Compensation Discussion and Analysis” provides additional details. The table below sets forth the amounts of each award based on performance for the years ended December 31, 2018, 2019 and 2020, respectively.

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Schroeder Ewing Rust Braun Leinenbach Dauby
To be Paid/Vested on or before 3/15/2024 (grants related to 2020)
Short-Term Cash ($)(a)
273,900 135,450 110,618 85,571 93,235 110,618
Long-Term Cash ($)(b)
n/a n/a n/a n/a n/a n/a
Long-Term Stock ($)(b)
358,801 179,425 146,554 113,341 123,534 146,554
To be Paid/Vested on or before 12/5/2022 (grants related to 2019)
Short-Term Cash ($)(a)
247,250 139,934 108,392 80,864 83,272 80,864
Long-Term Cash ($)(b)
46,303 26,273 20,317 15,153 15,617 15,153
Long-Term Stock ($)(b)
94,092 53,393 41,392 30,884 31,791 30,884
Director Restricted Stock Award ($)(c)
24,991 ― ― ― ― ―
To be Paid/Vested on or before 12/5/2021 (grants related to 2018)
Short-Term Cash ($)(a)
232,830 135,774 104,213 78,606 80,393 78,606
Long-Term Cash ($)(b)
42,392 24,333 18,893 14,376 14,288 14,376
Long-Term Stock ($)(b)
64,859 38,367 29,232 21,924 22,838 21,924
Director Restricted Stock Award ($)(c)
19,975 ― ― ― ― ―

~~(a)~~

As noted above, the short-term cash awards for 2020 are being paid in quarterly installments (subject to continued service) throughout 2021. The short-term cash awards for 2019 were paid in quarterly installments throughout 2020 and the awards for 2018 were paid quarterly throughout 2019.

~~(b)~~
(5)

As noted above, these amounts represent the cash and restricted stock portions of LTI Awards granted on March 15, 2019, March 15, 2020 and March 15, 2021, as applicable, the respective dates on which such LTI Awards were formally granted with respect to service that was performed in the prior year. Each portion of the LTI Awards related to 2018 performance vests in 1/3 increments on each December 5 following the year in which the LTI Award was earned (subject to continued service). LTI Awards related to 2019 performance vests as follows: 1/3 on December 5, 2020 (100% of cash award), 1/3 on December 5, 2021 (50% of the Restricted Stock Award), and 1/3 on December 5, 2022 (50% of the Restricted Stock Award). LTI Awards related to 2020 performance vests as follows: 1/3 on March 15, 2022, 1/3 on March 15, 2023, and 1/3 on March 15, 2024. As noted in the “Compensation Discussion and Analysis” above, the Company discontinued paying a portion of the annual LTI awards in cash in connection with 2020 performance.

~~(c)~~

As noted above and as detailed in the Director Compensation section, as shown later in this document, Mr. Schroeder was awarded grants of restricted stock (696 common shares of the Company on December 17, 2018, and 713 common shares of the Company on December 16, 2019), for service on the Company’s board of directors, and such grants of restricted stock vested in a single installment on December 5, 2019 (in the case of the 2018 grant) and December 31, 2020 (in the case of the 2019 grant). As discussed under “DIRECTOR COMPENSATION” below, beginning with the director’s 2020-2021 compensation cycle, Mr. Schroeder no longer receives separate compensation as an employee director.

~~(9)~~

With respect to Mr. Schroeder, the amounts specified in Column (h) are attributable to the above-market portion of earnings credits under our Deferred Director Compensation Plan of $46,160 for 2018, $18,314 for 2019, and $23,225 for 2020. With respect to Mr. Rust, the amounts specified in Column (h) reflect the increase in the present value of his accrued benefit under an Executive Supplemental Retirement Income Agreement of ~~$11,162~~$12,781 for ~~2018, $11,761~~2021, $13,302 for ~~2019,~~2022, and ~~$12,662~~$13,844 for ~~2020.~~2023.

~~(10)~~
(6)

The amounts specified in Column (i) include the following:

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Name	Year		Perquisites & Other Personal Benefits(a) ($)		Relocation Expense Reimbursement ($)		Payments/ Accruals on Termination Plans ($)		Company Contributions to Defined Contribution Plans ($)		Cash Dividends on Restricted Stock ($)		Life Insurance Premiums(b) ($)		Year		Perquisites & Other Personal Benefits(a) ($)		Relocation Expense Reimbursement ($)		Payments/ Accruals on Termination Plans ($)		Company Contributions to Defined Contribution Plans ($)		Cash Dividends on Restricted Stock ($)		Life Insurance Premiums(b) ($)
Mark A. Schroeder		2020		66,914		―		―		42,722		4,192		1,120
		2019		85,024		―		―		37,939		4,089		1,205
		2018		83,186		―		―		36,660		5,054		1,109
Clay W. Ewing		2020		34,453		―		―		25,773		2,426		2,134
		2019		33,359		―		―		24,842		2,411		1,109
		2018		31,210		―		―		23,851		2,975		1,109
D. Neil Dauby																2023		55,064						43,698		14,730		1,181
																2022		48,308		―		―		37,541		6,818		722
																2021		31,163		―		―		24,194		3,067		722
Bradley M. Rust		2020		37,883		―		―		21,992		1,865		386		2023		50,161						30,936		10,468		722
		2019		35,802		―		―		20,598		1,822		386
		2018		33,872		―		―		19,224		2,138		386
Randall L. Braun		2020		34,550		―		―		17,152		1,397		1,109
		2019		32,660		―		―		16,877		1,370		1,109
		2018		28,173		―		―		15,655		1,598		722
Bradley M. Rust																2022		47,178		―		―		30,252		6,297		722
																2021		37,897		―		―		22,642		3,466		722
		2020		37,747		―		―		18,892		1,440		1,109		2023		44,115						23,761		7,467		2,134
		2019		21,817		―		―		17,288		1,399		1,109
		2018		20,766		―		―		16,040		1,611		1,109
D. Neil Dauby		2020		24,571		―		―		18,817		1,397		722
		2019		21,018		―		―		16,877		1,370		722
		2018		19,873		―		―		15,576		1,571		722
Keith A. Leinenbach																2022		43,608		―		―		23,673		4,835		1,109
																2021		38,752		―		―		17,893		2,808		1,109
																2023		32,577						20,716		3,127		386
Amy D. Jackson																2023		30,311						17,712		4,012		252
Amy D. Jackson																2022		18,952		―		―		13,746		1,443		252
Clay M. Barrett																2023		29,957						16,143		3,553		252
Clay M. Barrett																2022		17,149		―		―		10,257		1,058		252

(a)

Amounts include (i) imputed income from personal use of automobile provided by the Company, ~~(for Messrs. Schroeder, Ewing, Rust, Braun, Leinenbach and Dauby),~~ (ii) ~~country club dues paid by the Company (for Messrs. Ewing and Braun),~~Service Award Value, (iii) Service Award Cash, (iv) a 5% discount off the market price of Company stock purchased by the Named Executive Officers under the Company’s Employee Stock Purchase Plan, ~~(iv)~~(v) a cash “retirement allowance” (intended to help salaried employees defray the cost of saving for retirement following the elimination in 2004 of a Company-funded retirement contribution to the Profit Sharing Plan) for each year (and which, for ~~2020,~~2023, was provided in the following amounts: ~~$50,860 (Schroeder)~~$52,022 (Mr. Dauby), ~~$30,682 (Ewing)~~$36,828 (Mr. Rust), ~~$26,181 (Rust)~~$28,287 (Mr. Leinenbach), ~~$20,419 (Braun)~~$24,662 (Mr. Beckwith), ~~$22,495 (Leinenbach)~~$21,086 (Ms. Jackson) and ~~$22,401 (Dauby)~~$19,218 (Mr. Barrett); for ~~2019,~~2022, was provided in the following amounts: ~~$45,165 (Schroeder)~~$44,692 (Mr. Dauby), ~~$29,581 (Ewing)~~$36,014 (Mr. Rust), ~~$24,521 (Rust)~~$28,182 (Mr. Leinenbach), ~~$20,092 (Braun), $20,581 (Leinenbach)~~$18,852 (Ms. Jackson) and ~~$20,092 (Dauby)~~$16,789 (Mr. Barrett); and for ~~2018,~~2021, was provided in the following amounts: ~~$43,643 (Schroeder)~~$28,808 (Mr. Dauby), ~~$28,394 (Ewing)~~$26,955 (Mr. Rust), ~~$22,892 (Rust), $18,626 (Braun), $19,095 (Leinenbach)~~ and ~~$18,543 (Dauby)~~$22,944 (Mr. Leinenbach), and are included in the Named Executive Officers’ paychecks throughout the year), ~~(v)~~and (vi) a “longevity payment,” paid in November of each ~~year, and (vi) with respect to Mr. Schroeder, cash director fees of $5,950 in 2020, $32,450 in 2019 and $33,400 in 2018.~~year.

(b)

The ~~listed~~Named Executive Officers receive group term life insurance coverage equal to their base salary. The amounts in this column reflect the imputed income on the premiums for the Named Executive Officers’ coverage.

Grants of Plan-Based Awards

As noted above under the “Compensation Discussion and Analysis” section on “Compensation Components,” our Board, at its ~~March 30, 2020~~February 27, 2023 board meeting, adopted “balanced scorecards” that

~~TABLE OF CONTENTS~~

Named Executive Officers for ~~2020~~2023 performance, and (b) the issuance of restricted shares as LTI Awards (to be issued on March 15, ~~2021,~~2024, based on Company stock prices at the close of trading on March ~~12, 2021)~~14, 2024) based upon performance for the three-year performance period ending December 31, ~~2020.~~2023.

The following table provides additional information regarding grants of plan-based awards ~~for~~made to the ~~three-year performance period~~Named Executive Officers during the year ending December 31, ~~2020~~2023 (based on the good, very good, and exceptional award levels as they existed as of December 31, ~~2020~~2023 under the balanced ~~scorecards) to the Executive Officers.~~scorecards for such grants).

GRANTS OF PLAN-BASED AWARDS

Name (a)	Grant Date* (b)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Awards: Number of Securities Underlying Options (#) (j)		Exercise or Base Price of Option Awards ($/Share) (k)
Name (a)	Grant Date* (b)		Good ($) (c)		Very Good ($) (d)		Exceptional ($) (e)		Good (#) (f)		Very Good (#) (g)		Exceptional (#) (h)						Exercise or Base Price of Option Awards ($/Share) (k)
Mark A. Schroeder		03-30-20		225,000		375,000		525,000		6,800		11,333		15,866		―		―		―
Clay W. Ewing		03-30-20		112,500		187,500		262,500		3,400		5,667		7,933		―		―		―
																							Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Awards: Number of Securities Under- lying Options (#)		Exercise or Base Price of Option Awards ($/Share)
Name																					Grant Date*		Good ($)		Very Good ($)		Exceptional ($)		Good (#)		Very Good (#)		Exceptional (#)						Exercise or Base Price of Option Awards ($/Share)
(a)																					(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)
D. Neil Dauby																						2-27-23		234,375		390,625		546,875		7,231		12,052		16,873		—		―		―
Bradley M. Rust		03-30-20		91,875		153,125		214,375		2,777		4,628		6,479		―		―		―		2-27-23		135,000		225,000		315,000		4,165		6,942		9,719		―		―		―
Randall L. Braun		03-30-20		71,072		118,453		165,834		2,148		3,580		5,012		―		―		―
Michael F. Beckwith																						2-27-23		91,875		153,125		214,375		2,834		4,724		6,614		―		―		―
Keith A. Leinenbach		03-30-20		77,438		129,063		180,688		2,341		3,901		5,461		―		―		―		2-27-23		91,875		153,125		214,375		2,834		4,724		6,614		―		―		―
D. Neil Dauby		03-30-20		91,875		153,125		214,375		2,777		4,628		6,479		―		―		―
Amy D. Jackson																						2-27-23		78,750		131,250		183,750		2,429		4,049		5,669		―		―		―
Clay M. Barrett																						2-27-23		72,188		120,313		168,438		2,227		3,712		5,197		―		―		―

As explained above, the grants of short-term awards and long-term awards with respect to ~~2020~~2023 performance were approved on March ~~8, 2021,~~4, 2024, but such ~~2020~~2023 grants were awarded with reference to performance goals that were substantially established at a meeting of the Board held on ~~March 30, 2020.~~February 27, 2023. Solely for purposes of this presentation, the “grant date” is considered to be the date of the substantial establishment of the balanced scorecard performance goals at the ~~March 30, 2020~~February 27, 2023 meeting of the Board.

(1)

These columns reflect the estimated good, very good, and exceptional levels of the potential grants under the short-term incentive plan calculated using year-end ~~2020~~2023 salaries (under the balanced scorecard performance goals that were substantially established by Board action on ~~March 30, 2020)~~February 27, 2023). The actual amounts of the awards (as fixed by action of the Board on March ~~30, 2020)~~4, 2024) have been reported in the Summary Compensation ~~Table, above, and details of these actual amounts are set forth in the table included in footnote 8 to the Summary Compensation~~ Table.

(2)

These columns reflect the estimated good, very good, and exceptional levels of restricted shares that could have been awarded under the long-term incentive plan calculated using year-end ~~2020~~2023 salaries (under the balanced scorecard performance goals that were substantially established by Board action on ~~March 30, 2020)~~February 27, 2023). The estimated number of restricted shares was determined by taking the projected long-term incentive award and dividing this amount by the market price of the Company’s common shares at the end of the Fiscal Year (based on the Nasdaq Official Closing Price of ~~$33.09~~$32.41 for the Company’s common shares on December ~~31, 2020)~~29, 2023), then rounded up to the nearest whole number of shares.

Option Exercises and Stock Vested

The following table provides information on stock relating to grants becoming vested in ~~2020~~2023 with respect to the Named Executive Officers. The stock grants reported below ~~consists~~consist of the ~~following, all of which vested effective December 5, 2020:~~following:

~~TABLE OF CONTENTS~~

OPTION EXERCISES AND STOCK VESTED

Name
(a)

Option Awards

Stock Awards

Number of Shares
Acquired on Exercise
(#)
(b)

Value Realized
on Exercise
($)
(c)

Number of Shares
Acquired on Vesting
(#)
(d)

Value Realized
on Vesting
($)
(e)

Mark A. Schroeder

―

2,160

72,101

Clay W. Ewing

―

1,270

42,393

Option Awards

Stock Awards

Name

Number of Shares
Acquired on Exercise
(#)

Value Realized
on Exercise
($)

Number of Shares
Acquired on Vesting
(#)

Value Realized
on Vesting
($)

(a)

(b)

(c)

(d)

(e)

D. Neil Dauby

―

3,037

103,167

Bradley M. Rust

―

970

32,379

―

2,698

91,651

Randall L. Braun

―

730

24,367

Keith A. Leinenbach

―

750

25,035

―

2,071

70,352

D. Neil Dauby

―

730

24,367

Michael F. Beckwith

―

1,056

31,881

Amy D. Jackson

―

710

21,435

Clay M. Barrett

―

525

15,850

Outstanding Equity Awards at Fiscal Year-End

The following table includes information regarding the outstanding equity awards of our Named Executive Officers at December 31, ~~2020.~~2023. For this purpose, the number of Stock Awards reported in column (g) represents (a) the unvested portions of the restricted shares granted in ~~2019~~March 2022 (with respect to corporate performance during the three-year period ended December 31, ~~2018)~~2021), (b) ~~all~~the unvested portions of the restricted shares ~~granted~~issued in ~~2020~~March 2023 (with respect to corporate performance during the three-year period ended December 31, ~~2019)~~2022), and (c) all of the restricted shares issued in March ~~2021~~2024 (with respect to corporate performance during the three-year period ended December 31, ~~2020)~~2023). The long-term corporate performance scorecards for the three-year period ended December 31, ~~2020,~~2023, were established by Board action on ~~March 30, 2020.~~February 27, 2023. The dollar values of the ~~2020~~2023 scorecard performance targets were determinable as of December 31, ~~2020~~2023 and, therefore, the number of shares actually issued March 15, ~~2021,~~2024, in satisfaction of those dollar values (based on the March ~~12, 2021~~14, 2024 fair market value of our common shares) are included in the column (g) figures as if they had been awarded effective December 31, ~~2020.~~

~~OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END~~

Option Awards Stock Awards
Name
(a)
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(c)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(d)

Option
Exercise
Price
($)
(e)

Option
Expiration
Date
(f)

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(g)

Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)
(h)

Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested (#)
(i)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)
(j)

Mark A. Schroeder ― ― ― ― ― 11,595 383,679 ― ―
Clay W. Ewing ― ― ― ― ― 6,101 201,882 ― ―
Bradley M. Rust ― ― ― ― ― 4,877 161,380 ― ―
Randall L. Braun ― ― ― ― ― 3,722 123,161 ― ―
Keith A. Leinenbach ― ― ― ― ― 3,975 131,533 ― ―
D. Neil Dauby ― ― ― ― ― 4,403 145,695 ― ―

2023.

TABLE OF CONTENTS

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)

Market Value
of Shares or
Units of
Stock That
Have Not
Vested ($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

D. Neil Dauby

―

29,224

947,150

―

Bradley M. Rust

―

18,247

591,385

―

Keith A. Leinenbach

―

12,532

406,162

―

Michael F. Beckwith

―

7,763

251,599

―

Amy D. Jackson

―

8,716

282,486

―

Clay M. Barrett

―

8,016

259,799

―

Nonqualified Deferred Compensation

As noted under “Compensation Discussion and Analysis” above under the section entitled “Retirement/ Deferred Compensation Benefits,” the Named Executive Officers participated in the Nonqualified Savings Plan in ~~2020.~~2023. In addition, Messrs. Rust and Leinenbach are also each party to a supplemental executive retirement agreement with the Company’s bank subsidiary that provides for certain supplemental retirement benefits (which, as defined benefits, are disclosed in the “Pension Benefits” section below).

The following table provides information regarding nonqualified deferred contribution and earnings credits for ~~2020~~2023 with respect to the Named Executive Officers.

NONQUALIFIED DEFERRED COMPENSATION

Name
(a)
Executive
Contributions in
Last FY
($)
(b)

Registrant
Contributions in
Last FY
($)(3)
(c)

Aggregate
Earnings in
Last FY
($)
(d)

Aggregate
Withdrawals/
Distributions
($)
(e)

Aggregate
Balance
at last FYE
($)(5)
(f)

Mark A. Schroeder(1)(2)
50,573 31,322 128,228 ― 1,092,938
― ― 23,225 ― 596,322
Clay W. Ewing(4)
11,850 14,373 178,665 ― 445,603
Bradley M. Rust(4)
3,575 10,592 138 ― 60,741
Randall L. Braun(4)
― 5,752 1,299 ― 24,612
Keith A. Leinenbach(4)
― 7,492 52 ― 22,812
D. Neil Dauby(4)
6,532 7,417 22 ― 16,879

Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)(1)		Aggregate Earnings (Loss) in Last FY ($)(2)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at last FYE ($)(3)
(a)	(b)		(c)		(d)		(e)		(f)
D. Neil Dauby		67,355		30,498		39,305		―		222,975
Bradley M. Rust		19,392		17,736		6,519		―		154,349
Keith A. Leinenbach		7,533		10,561		5,064		―		68,565
Michael F. Beckwith		26,000		7,516		11,323		―		92,625
Amy D. Jackson		6,411		4,512		1,979		―		17,367
Clay M. Barrett		8,825		2,943		7,290		―		47,488

(1)

Amounts in line (1) relate to the CEO’s participation in the Nonqualified Savings Plan. Earnings reported in line (1), column (d), represent the change in market value of the investments in which Mr. Schroeder directs the investment of his account.

~~(2)~~

Amounts in line (2) relate to the CEO’s participation in the Deferred Director Compensation Plan, which has been frozen since December 31, 1996. Earnings reported in line (2), column (d) represent earnings under the Plan.

~~(3)~~

Amounts in column (c) represent the matching contributions accrued under the Nonqualified Savings Plan in ~~2020~~2023 that will be contributed in ~~2021,~~2024, such amounts are also included in “All Other Compensation” (column (i)) of the Summary Compensation Table.

~~(4)~~
(2)

Earnings (losses) reported in column (d) represent the change in market value of the investments in which ~~Messrs. Ewing, Rust, Braun, Leinenbach and Dauby~~the Named Executive Officers direct the investment of their accounts.

~~(5)~~

TABLE OF CONTENTS

(3)

The amounts in column (f) ~~(and,~~include compensation in the ~~case~~amount of $55,605 for Mr. ~~Schroeder, on line (1)) include $267,775, $102,577, $50,129, $20,741, $22,290~~Dauby, $89,814 for Mr. Rust, $47,548 for Mr. Leinenbach, $3,636 for Ms. Jackson, and ~~$10,253, of compensation~~$1,903 for ~~Messrs. Schroeder, Ewing, Rust, Braun, Leinenbach and Dauby, respectively,~~Mr. Barrett that, in each case, was included in the Summary Compensation Table for years prior to ~~2020.~~2023.

Pension Benefits

Mr. Rust is party to an Executive Supplemental Retirement Income Agreement that provides for a supplemental retirement benefit in the fixed amount (i.e., the benefit does not further increase based on either the age or the service of Mr. Rust) of $26,340 per year for fifteen years and an additional $10,000 death benefit. Mr. Rust is 100% vested in the benefit and amounts become payable upon his death, disability, termination of employment or retirement. Except in cases of death or disability, the benefit will commence on the first day of the month following his 65th birthday. If he terminates employment prior to age 65 but after age 60, he may elect to commence benefits prior to age 65 but a reduction will be applied equal to 6% per year for each year in which benefits are commenced prior to age 65. Death benefits, including a $10,000 burial benefit, are payable to Mr. Rust’s beneficiary under the plan.

~~TABLE OF CONTENTS~~

Mr. Leinenbach is party to a Supplemental Executive Retirement Agreement with the Company’s bank subsidiary that provides for a supplemental retirement benefit in the amount of $500,000, plus interest. ~~So long as~~As he ~~remains~~remained employed by the bank subsidiary through ~~his Retention Date (i.e.,~~the retention date of December 31, 2023 ~~which~~(which represents the last day of the month in which his 65th birthday ~~occurs)~~occurred), Mr. Leinenbach will receive the retirement benefit, in monthly installments, over a ten-year period that commences January 1, 2025.

The following table provides information regarding benefits and distributions under these pension benefit arrangements with respect to the Named Executive Officers.

PENSION BENEFITS

Name
~~(a)~~

Plan Name
~~(b)~~

Number of
Years
Credited
Service (#)
~~(c)~~

Present Value of

Accumulated

Benefit ($)
~~(d)~~

Payments
During Last

Fiscal Year ($)
~~(e)~~

~~Mark A. Schroeder~~(a)

―(b)

―(c)

―(d)

―

~~Clay W. Ewing~~

―

~~Bradley M. Rust~~

~~Executive Supplemental~~
~~Retirement Income~~
~~Agreement~~

~~N/A(1)~~

~~126,818(2)~~

~~None~~

~~Randall L. Braun~~

―

~~Keith A. Leinenbach~~

~~Supplemental Executive~~
~~Retirement Agreement~~

~~N/A(1)~~

~~None~~(e)

D. Neil Dauby

―

Bradley M. Rust

Executive Supplemental Retirement Income Agreement

N/A(1)

166,745(2)

None

Keith A. Leinenbach

Supplemental Executive
Retirement Agreement

N/A(1)

None

Michael F. Beckwith

―

Amy D. Jackson

―

Clay M. Barrett

―

(1)

The benefits under the supplemental executive retirement agreements with Messrs. Rust and Leinenbach are not dependent on credited years of service. Mr. Rust is 100% vested in the benefit under his agreement. Mr. Leinenbach’s right to retirement benefits is contingent upon his continuing employment by the bank subsidiary through December 31, ~~2023.~~2024.

(2)

The present value of Mr. Rust’s accumulated benefit reflects the payment of the retirement benefit in one hundred eighty (180) equal monthly installments commencing at normal retirement age and a discount rate equal to 4.0%.

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Potential Payments upon Termination or Change in Control

We are not party to any severance or other employment agreements with the Named Executive Officers. In addition, we have not entered into any change in control agreements with any of the Named Executive Officers. The only potential termination/change in control benefits are as follows (determined as if the change in control occurred on December 31, ~~2020)~~2023):

•

The 2019 LTI Plan ~~and its predecessor, the German American Bancorp, Inc. 2009 Long-Term Equity Incentive Plan (the “2009 LTI Plan”), each~~ provides that upon a change in control, and unless otherwise determined by the Board, all unvested awards become vested and all related restrictions lapse. No stock options have been issued under the 2019 LTI Plan ~~or 2009 LTI Plan~~ to the Named Executive Officers. However, as of December 31, ~~2020,~~2023, there was a total of ~~12,770~~47,426 shares of unvested restricted stock outstanding that were issued to the Named Executive Officers pursuant to previously granted LTI ~~Awards.~~awards. Accordingly, had a change in control occurred as of December 31, ~~2020,~~2023, each of the Named Executive Officers would have been entitled to vesting of their then-unvested restricted shares, which would have had the values set forth below.

	Scheduled to Vest March 15, 2024				Scheduled to Vest December 5, 2024				Scheduled to Vest March 15, 2025				Scheduled to Vest December 5, 2025				Scheduled to Vest March 15, 2026				Total Market Value of Shares(1) ($)
Name	Number of Shares (#)		Market Value of Shares(1) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Total Market Value of Shares(1) ($)
D. Neil Dauby		6,992		226,611		—		—		5,990		194,136		—		—		3,955		128,182		548,928
Bradley M. Rust		5,098		165,226		—		—		4,096		132,751		—		—		2,400		77,784		375,762
Keith A. Leinenbach		3,694		119,723		—		—		2,849		92,336		—		—		1,624		52,634		264,692
Michael F. Beckwith		—		—		1,587		51,435		—		—		967		31,340		—		—		82,775
Amy D. Jackson		1,265		40,999		455		14,747		1,265		40,999		—		—		1,266		41,031		137,775
Clay M. Barrett		1,194		38,698		341		11,052		1,194		38,698		—		—		1,194		36,698		127,144

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Scheduled to Vest December 5, 2021 Scheduled to Vest December 5, 2022
Total Market
Value of
Shares(1) ($)

Name
Number of
Shares (#)

Market Value of
Shares(1) ($)

Number of
Shares (#)

Market Value of
Shares(1) ($)

Mark A. Schroeder 2,474 81,865 1,764 58,371 140,235
Clay W. Ewing 1,421 47,021 1,001 33,123 80,144
Bradley M. Rust 1,096 36,267 776 25,678 61,944
Randall L. Braun 819 27,101 579 19,159 46,260
Keith A. Leinenbach 846 27,994 596 19,722 47,716
D. Neil Dauby 819 27,101 579 19,159 46,260

(1)

Based on the closing price of ~~$33.09~~$32.41 per share on December ~~31, 2020.~~29, 2023.

•

As noted under “Compensation Discussion and Analysis” above, under the section entitled “Retirement/Deferred Compensation Benefits,” ~~Messrs. Schroeder, Ewing and Rust, Braun, Leinenbach and Dauby~~the Named Executive Officers were participants in the Nonqualified Savings Plan as of December 31, ~~2020.~~2023. If elected by the participant, hehe/she (or ~~his~~his/her beneficiary) will receive a lump sum or installment distribution of ~~his~~his/her deferrals and matching contributions from the Nonqualified Savings Plan, beginning upon termination of employment, retirement or early retirement. If elected by the Named Executive Officers, distribution of payments under the Nonqualified Savings Plan may be accelerated in the event of death, disability, or a change in control of the Company. The account balances as of December 31, ~~2020~~2023 are disclosed in column (f) of the Nonqualified Deferred Compensation table, above.

•

As noted under the Pension Benefit disclosure above, Mr. Rust’s accrued benefit under his Executive Supplemental Retirement Income Agreement will become payable at age 65, unless he terminates after attaining age 60 and elects to commence a reduced early retirement benefit. If Mr. Rust is terminated without “Cause” (as defined under the agreement) prior to age 60, the benefit will commence, without reduction, on the first day of the month following his 65th birthday. However, if his termination of employment before age 60 is voluntary, Mr. Rust shall only be entitled to his vested accrued benefit existing at the termination date. Should Mr. Rust’s employment be terminated for Cause prior to age 65, his retirement benefit will be forfeited.

•

As noted under the Pension Benefit disclosure above, ~~so long as~~because Mr. Leinenbach ~~remains~~remained employed by the bank subsidiary through his applicable Retention Date, he will receive the retirement benefits under his Supplemental Executive Retirement Agreement, in monthly installments, over a ten-year period that commences January 1, 2025.

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CEO Pay Ratio

In accordance with the ~~event~~SEC rules, for 2023, we are using the same median employee identified in the proxy statement for last year’s annual meeting of shareholders. There have been no changes in our employee population or our employee compensation arrangements that resulted in a significant change of the pay distribution to our employee population, or would significantly impact the pay ratio disclosure.

In determining the median employee for 2022, a listing was prepared of all employees. We started with gross earnings for all individuals within our three companies: German American Bank, German American Investment Services, Inc., and German American Insurance, Inc. We omitted employees terminated during 2022. For employees hired during the year, we annualized their salaries based on their month of hire. With our CEO omitted from the list, there were 919 employees remaining. We then selected the 460th person on the list as our most comparative median employee in the organization.

Our CEO, Mr. ~~Leinenbach’s employment terminates prior~~Dauby, had 2023 annual total compensation of $1,418,111 as reflected in the Summary Compensation Table included in this proxy statement. Our median employee’s annual total compensation for 2023 was $48,989. As a result, we calculated that Mr. Dauby’s 2023 annual total compensation was approximately 29 times that of our median employee.

Pay Versus Performance

Year	Summary compensation table total for PEO(1) ($)		Compensation actually paid to PEO(2) ($)		Average summary compensation table total for non-PEO named executive officers(1) ($)		Average compensation actually paid to non-PEO named executive officers(2) ($)		Value of initial fixed $100 investment based on:				Net income(5) ($ Thousands)			3-Year Average Growth in Adjusted Earnings per Share(6)
Year	Summary compensation table total for PEO(1) ($)		Compensation actually paid to PEO(2) ($)						Total shareholder return(3) ($)		Peer group total shareholder return(4) ($)		Net income(5) ($ Thousands)			3-Year Average Growth in Adjusted Earnings per Share(6)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)			(i)
2023		1,418,115		1,344,065		687,175		637,832		100.86		102.59		$	85,888		9%
2022		1,374,051		1,196,188		689,558		624,348		112.33		110.78		$	81,825		13%
2021		1,626,579		1,518,365		801,437		726,260		114.58		129.96		$	84,137		18%
2020		1,370,874		1,122,181		626,800		526,384		95.22		92.90		$	62,210		10%

(1)

Amounts represent “Summary Compensation Table” totals for our principal executive officers (“PEOs”) and the average “Summary Compensation Table” totals for our remaining NEOs for the relevant fiscal year, which includes the individuals indicated in the table below for each fiscal year:

Year	PEO	Non-PEO NEOS
2023	D. Neil Dauby	Bradley M. Rust, Keith A. Leinenbach, Michael F. Beckwith, Amy D. Jackson and Clay M. Barrett
2022	D. Neil Dauby	Bradley M. Rust, Randall L. Braun, Keith A. Leinenbach, Amy D. Jackson and Clay M. Barrett
2021	Mark A. Schroeder	D. Neil Dauby, Bradley M. Rust, Randall L. Braun and Keith A. Leinenbach
2020	Mark A. Schroeder	D. Neil Dauby, Clay W. Ewing, Bradley M. Rust, Randall L. Braun and Keith A. Leinenbach

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(2)

Amounts represent compensation actually paid to our PEOs and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table in footnote (1) above.

The table below provides the adjustments to the ~~Retention Date due~~Summary Compensation Table (“SCT”) total compensation made to arrive at the ~~death, disability or termination~~compensation actually paid for the PEO and the average for Non-PEO NEOs:

Description	Fiscal Year (“FY”) 2023				FY 2022				FY 2021				FY 2020
Description	PEO ($)		Average for Non-PEO NEOs ($)		PEO ($)		Average for Non-PEO NEOs ($)		PEO ($)		Average for Non-PEO NEOs ($)		PEO ($)		Average for Non-PEO NEOs ($)
Deduct the amounts reported in the SCT for “stock awards” (column (e)) and “option awards” (column (f))		(423,754)		(169,846)		(403,122)		(168,145)		(421,906)		(187,585)		(358,801)		(141,882)
Add the fair value (“FV”) as of the end of the applicable FY of all awards granted during such FY that are outstanding and unvested as of the end of the FY		384,609		138,611		227,679		106,946		286,776		105,899		116,742		46,736
Add/Deduct the change as of the end of the applicable FY (from the end of the prior FY) in FV of any awards granted in any prior FY that are outstanding and unvested as of the end of such FY		(24,792)		(8,905)		(3,367)		(1,908)		10,390		3,725		(1,796)		(744)
Add, for awards that are granted and vest in the same year, the FV as of the vesting date		—		—		—		—		—		—		—		—
Add/Deduct the change as of the vesting date (from the end of the prior FY) in FV of any awards granted in any prior FY for which all applicable vesting conditions were satisfied at the end of or during the applicable FY		(10,113)		(6,434)		947		557		16,526		5,979		(4,838)		(1,994)
Subtract, for any awards granted in any prior FY that fail to meet the applicable vesting conditions during the applicable FY, the amount equal to the FV at the end of the prior FY		—		—		—		—		—		—		—		—
Add any dividends or other earnings paid on stock or option awards in the applicable FY prior to the vesting date that are not otherwise included in the total compensation for such FY		—		—		—		—		—		—		—		—
Deduct aggregate change in the Actuarial Present Values reported under the “Change in Pension Value” Column of the SCT		—		(2,769)		—		(2,660)		—		(3,195)		—		(2,532)
Add, for all pension plans reported in the SCT, the aggregate of Service Cost and Prior Service Cost		—		—		—		—		—		—		—		—
Total		(74,050)		(49,343)		(177,863)		(65,210)		(108,214)		(75,177)		(248,693)		(100,416)

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Relationship Between PEO and Non-PEO NEOs Compensation Actually Paid and 3-Year Average Growth in Adjusted Earnings per Share

The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our other NEOs, and our 3-Year Average Growth in Adjusted Earnings per Share during each of the four most recently completed fiscal years.

Relationship Between Company TSR and Peer Group TSR

The following chart compares our cumulative TSR over the four most recently completed fiscal years to that of the S&P Regional Banks Select Industry Index over the same period.

[MISSING IMAGE: lc_companypeergrouptsr-bw.jpg]

Tabular List of Important Financial Measures

The most important financial performance measures used by the ~~bank subsidiary~~Company in 2023 to set the compensation for ~~a reason other than for breach~~its PEO (i.e., our Chairman and Chief Executive Officer), and all of the agreement or “Just Cause” (as defined under the agreement), a proportionate amount of the retirement benefit would be paid to Mr. Leinenbach (or his beneficiaries) as provided above. The proportionate amount will be calculated by multiplying the retirement benefit by the number of full calendar months he was employed by the bank subsidiary after the date of the agreement divided by 76. Should Mr. Leinenbach resign voluntarily or his employment be terminated for Just Cause prior to the Retention Date, his retirement benefit will be forfeited.its non-PEO Named Executive Officers are listed below:

•

3-Year Average Growth in Adjusted Earnings per Share.

•

3-Year Average Adjusted Return on Average Equity.

•

3-Year Average Adjusted Return on Average Assets.

•

Net Income.

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DIRECTOR COMPENSATION

The Company compensates its directors for their service to the Company and the Company’s subsidiaries based on a twelve-month period commencing July 1 and ending on June 30 of the following year. The Company evaluates director pay using an analysis of its peer group’s reported director compensation and additional survey comparisons, ~~in light of its~~with a desire to remain competitive in attracting and retaining qualified directors. The Committee ~~last~~ retained Blanchard Consulting Group (“BCG”) to conduct a comprehensive Board of Director compensation study in ~~2019,~~2023, which provided us with director compensation data from our peer group and other BCG survey data sources. The BCG evaluation found that the Company’s total director compensation for the average director was ~~comparable to~~slightly above the median ~~values~~(50th percentile value of our peer group. Based on this assessment and the Committee’s review of the information, it was determined that director compensation for ~~2020~~2023 should ~~remain~~be increased from the ~~same as it was~~amounts paid for ~~2019; provided, however, it was determined that, as an employee and executive officer of~~2022.

Specifically, the ~~Company, Mr. Schroeder would no longer receive separate~~director compensation ~~as a director. As discussed previously, Mr. Schroeder’s base salary, as Chairman and CEO of~~changes for the ~~Company, was increased to reflect the discontinuation of director compensation.~~

~~For services as directors during the current~~ annual period that commenced July 1, ~~2020,~~2023 included (i) an increase in the equity portion of the annual retainer from $25,000 to $40,000, (ii) an increase in the supplemental cash retainer paid to the lead independent director (Mr. Seger) from $15,000 to $25,000, and (iii) increases in the supplemental cash retainers paid to committee chairs as follows: Audit Committee (Mr. Root) from $8,500 to $10,000; Compensation/Human Resources Committee (Mr. Bawel) from $5,000 to $7,500; and Credit Risk Management Committee (Mr. Fine) from $5,000 to $7,500. In 2023, the Company ~~compensates its non-employee directors through an~~also began paying a supplemental cash retainer to the Chair of the Company’s Finance & Asset/Liability Management Committee (Mr. Wagler) in the amount of $3,000.

For the annual compensation period that commenced July 1, 2023, the cash portion of the annual retainer remained at $25,000 and the supplemental cash retainer paid to the Chairman of ~~$25,000~~the Governance/Nominating Committee (Mr. Seger) remained at $5,000. The cash portion of the annual retainer and all supplemental cash retainers are paid ~~in cash during 2020~~ in a lump sum ~~(which was~~that are earned regardless of the number of meetings held or attended, and regardless of committee membership or attendance) and an additional attendance fee of $850 for each meeting of the Board that is attended during this period and $850 for each committee meeting that is attended during this period (with the exclusion of the CEO who does not receive attendance fees for meetings of committees for which he is an ex officio member). The Company also paid, for services of directors during 2020, supplemental cash retainers to the Board’s two co-lead independent directors (Messrs. Klem and Seger) in the amount of $15,000 each, and to its committee chairs, as follows: (i) $8,500 to Mr. Root, as Chairman of the Board’s Audit Committee; (ii) $5,000 to Mr. Klem, as Chairman of the Board’s Governance/Nominating Committee; (iii) $5,000 to Mr. Bawel, as Chairman of the Board’s Compensation/Human Resources Committee; and (iv) $5,000 to Mr. Fine, as Chairman of the Board’s Credit Risk Management Committee.attendance.

Non-employee members of the Board who serve on the board of directors (including any regional advisory board) of at least one of the subsidiaries receives additional compensation for his or her service to such subsidiaries in the form of director/advisory fees for meetings actually attended of (i) $850 ~~per meeting of the board of directors of German American Bank (the Company’s bank subsidiary), (ii) $850~~ for any meeting of a committee of the board of directors of our bank subsidiary or for any meeting of any regional advisory board of the bank subsidiary, ~~(iii)~~(ii) $850 per meeting of the board of directors of German American Insurance, Inc., and ~~(iv) an aggregate of $850~~(iii) $425 for ~~the meetings~~each meeting of (A) the board of directors of German American Investment Services, Inc. and (B) the Wealth Advisory (Trust) Oversight Committee (which meetings occur sequentially on a quarterly basis). Additionally, those directors who travel from their primary residence or principal place of business, which is located outside of Dubois County, Indiana or the Indiana counties immediately adjacent to Dubois County, to meetings held at the Company’s headquarter offices, will be paid a $50 daily travel allowance in connection with his/her in-person attendance at board or assigned committee meetings.

Non-employee members of the Board who attend sessions of the Board of the Company, or of the Board’s committees that are held concurrently with sessions of the board of directors of the bank subsidiary (German American Bank) or of committees of that subsidiary’s board of directors receive a single meeting fee of $850 for the combination of the two concurrent meetings.

On December ~~21, 2020,~~18, 2023, the Board granted ~~789~~1,195 shares of restricted common stock of the Company as an additional retainer to the then current non-employee members of the Board of Directors under the 2019 LTI Plan. Accordingly, ~~789~~1,195 shares of common stock of the Company (restricted as to transferability and vesting under the terms of the Board resolutions granting the awards) were issued to ~~each of~~ the Company’s ~~thirteen (13)~~ non-employee directors effective as of the close of business on December ~~21, 2020,~~18, 2023, or an aggregate of ~~10,257~~13,145 shares. Under the terms of the award resolutions, ~~(except with respect to Messrs. Klem and Snowden),~~ none of the grants of restricted stock will be transferable prior to December 31, ~~2021,~~2024, and each award will be (i) fully forfeited and all shares issued under the award will be canceled should the holder of the award not continue in service as a director of the Company through December 31, ~~2021~~2024 for

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the number of shares beneficially owned in our annual meeting proxy statement) ~~equal~~. On February 27, 2023, the Board of Directors approved changes to this ownership requirement to increase the multiple by which the investment position in shares of our common stock to four times the annual retainer, which is currently $65,000 and paid in a combination of cash and equity. Previously, the multiple ofhas been three times ~~their~~the retainer. In addition, on February 27, 2023, the Board established a policy that all new non-employee directors must acquire such shares within five years after joining the Company’s Board of Directors, and current ~~total annual cash and equity retainer~~non-employee directors will have five years from the date of ~~$50,000.~~the implementation of the policy to acquire such shares. Excluding those non-employee directors that have joined our Board during the prior two years, all other non-employee directors met the requirements of our stock ownership policy as of the date of this proxy statement.

The table below shows all compensation paid during ~~2020~~2023 to our directors who served during ~~2020~~2023 and who were not also Executive Officers in ~~2020. Please note that~~2023. Directors who are Executive Officers (which included Mr. ~~Schroeder is the only Executive Officer who is also a director. Beginning with the director’s 2020-2021 compensation cycle, Mr. Schroeder no longer receives~~Dauby) do not receive separate compensation as ~~an employee director.~~members of the Board.

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DIRECTOR COMPENSATION TABLE

Name

Fees
Earned or
Paid in
Cash ($)

Stock Awards
($)(1)

Option
Awards

Non-Equity
Incentive
Compensation

Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation

Total
($)

Fees
Earned or
Paid in
Cash ($)

Stock Awards
($)(1)

Option
Awards

Non-Equity
Incentive
Compensation

Change in
Pension Value
and Non-
qualified
Deferred
Compensation
Earnings
($)

All Other
Compensation

Total
($)

Zachary W. Bawel

54,650

24,972

―

79,622

53,750

39,973

―

93,723

Angela Curry

39,650

39,973

―

79,623

Susan J. Ellspermann

43,700

39,973

―

83,673

Marc D. Fine

63,400

24,972

―

88,372

57,150

39,973

―

97,123

Jason M. Kelly

46,250

24,972

―

71,222

51,450

39,973

―

91,423

U. Butch Klem

83,250

24,972

―

108,222

J. David Lett

53,900

24,972

―

78,872

Lee A. Mitchell

38,150

24,972

―

63,122

Chris A. Ramsey

44,600

24,972

―

69,572

Diane B. Medley

43,400

39,973

―

83,373

M. Darren Root

55,300

24,972

―

80,272

54,950

39,973

―

94,923

Christina M. Ryan

41,600

24,972

―

66,572

38,750

39,973

―

78,723

Thomas W. Seger

80,700

24,972

―

105,672

83,050

39,973

―

123,023

Jack W. Sheidler

41,700

24,972

―

66,672

53,100

39,973

―

93,073

Raymond W. Snowden

51,350

24,972

―

76,322

Tyson J. Wagler

44,600

24,972

―

69,572

50,100

39,973

―

90,073

(1)

See description above regarding the grant on December ~~21, 2020~~18, 2023 of ~~789~~1,195 restricted shares to each of the non-employee directors. The market value of the restricted shares was computed based on the closing market price of the Company’s ~~Common Shares~~common shares on December ~~21, 2020~~18, 2023 of ~~$31.65.~~$33.45. Subject to the continued service and attendance obligations described above, such restricted shares will vest on December 31, ~~2021 (except with respect to Messrs. Klem and Snowden whose shares will vest on May 20, 2021).~~2024.

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TRANSACTIONS WITH RELATED PERSONS

Since January 1, ~~2020,~~2023, we have not participated in any transaction or series of related transactions (and there is no currently proposed transaction as of the date of this proxy statement) that involved (or is proposed to involve) an amount greater than $120,000 in which any of our directors, Executive Officers or members of their immediate families had (or would have) a direct or indirect material interest.

The Company’s bank subsidiary has (and expects to continue to have in the future) loan transactions in the ordinary course of business with directors and officers of the Company and their associates and members of their immediate families. These loans have been made on substantially the same terms, including interest rates, collateral, and repayment terms on extensions of credit, as those prevailing at the same time for comparable loans with persons not related to the lender and did not involve more than the normal risk of collectability or present other unfavorable features, and none of them are disclosable by us as nonaccrual, past due, restructured or potential problems (as those terms are defined by an SEC industry guide applicable to disclosures by bank holding companies).

As required by the listing standards of Nasdaq, the Audit Committee of our Board has the authority and responsibility for reviewing and approving all related party transactions of a type and size that would be required to be reported to shareholders and the SEC under the rules of the SEC for disclosure of related person transactions. Accordingly, transactions in which we participate (or are proposed to participate) that are covered by this review and approval requirement include but are not limited to most types of financial transactions, arrangements, or relationships (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements, or relationships, in which any of our directors, Executive Officers or members of their immediate families have a direct or indirect material interest (as determined in accordance with the SEC rules) and involve an amount in excess of $120,000. Certain types of transactions are not reportable in our annual meeting proxy statements under the SEC related person transaction disclosure rules, however, and therefore do not require Audit Committee review, including:

•

loan transactions of our Company’s bank subsidiary in which our directors, Executive Officers, or members of their immediate families may have a direct or indirect material interest, if such loans satisfy the standards (described by the preceding paragraph) for non-disclosure under the SEC rules;

•

payments of dividends made by us to our directors and our Named Executive Officers solely as a result of their ownership of our common shares;

•

compensation paid by us to our directors and to our Named Executive Officers that is disclosable as compensation in our annual meeting proxy statements and is in fact disclosed as such; and

•

compensation paid to any Executive Officer (other than a Named Executive Officer) if he or she is not an immediate family member of another Executive Officer or director, such compensation would have been reportable as compensation in this proxy statement if he or she were a Named Executive Officer for the year in question, and the compensation has been approved by our Compensation/Human Resources Committee.

Neither our Board nor its Audit Committee has adopted any written statement of policies and procedures to be applied in reviewing any such related person transactions, other than the provision in the Audit Committee charter described above that defines the types of transactions requiring review and approval. The Audit Committee, however, in reviewing and approving any such related person transaction, would be bound to abide by the standards of loyalty and care established by the Indiana Business Corporation Law for directors of corporations (like the Company) that are incorporated under Indiana law. These standards require that the directors on the Audit Committee, based on the facts then known to them, discharge their duties as members of the Audit Committee in good faith; with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and in a manner that they reasonably believe to be in the best interests of the Company.

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PROPOSAL 2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Our Board is committed to excellence in governance and is aware of the significant interest in executive compensation matters by investors and the general public.

The Company has designed its executive compensation program to attract, motivate, reward, and retain the senior management talent required to achieve our corporate objectives and increase shareholder value. We believe that our compensation policies and procedures are centered on pay-for-performance principles and are strongly aligned with the long-term interests of our shareholders. See “Compensation of Executive Officers — Compensation Discussion and Analysis” above.

The Securities and Exchange Commission has adopted requirements commonly referred to as the “Say-on-Pay” rules. As required by those rules, the Company is presenting the following proposal, which gives you as a shareholder the opportunity to endorse or not endorse our pay program for our Executive Officers identified in the Executive Compensation section of this proxy statement by voting for or against the following resolution (a “say-on-pay” vote). While the vote on the resolution is advisory in nature and therefore will not bind us to take any particular action, our Board intends to carefully consider the shareholder vote resulting from the proposal in making future decisions regarding our compensation program.

“RESOLVED, that the shareholders approve the compensation of the Company’s Executive Officers, as disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative executive compensation disclosures contained in the proxy statement.”

Required Vote of Shareholders

The affirmative vote of a majority of the votes cast by holders of common shares who are present in person or by proxy at a meeting at which a quorum is present is required (on a non-binding advisory basis) to endorse the compensation of the Company’s Executive Officers pursuant to Proposal 2.

Our Board recommends that you vote FOR approval of the resolution approving the compensation of our Executive Officers (Proposal 2 on the proxy card).

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PROPOSAL 3
ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

In accordance with its charter, the Audit Committee of our Board has selected the firm of Crowe LLP (“Crowe”), an independent registered public accounting firm, to be the Company’s auditors for the fiscal year ending December 31, ~~2021,~~2024, and our Board is asking shareholders (on a non-binding advisory basis) to approve that appointment. We are not required to have the shareholders approve the selection of Crowe as our independent auditor. We nonetheless are doing so because we believe it is a matter of good corporate practice. If the shareholders do not approve the selection, the Audit Committee will reconsider the retention of Crowe, but ultimately may decide to retain Crowe as the Company’s independent auditor. Even if the selection is approved, the Audit Committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

Before selecting Crowe, the Audit Committee carefully considered that firm’s qualifications as an independent registered public accounting firm for the Company. This included a review of its performance in prior years, including the firm’s efficiency, integrity and competence in the fields of accounting and auditing. The Audit Committee has expressed its satisfaction with Crowe in all of these respects. The Company has been advised by Crowe that neither it nor any of its associates has any direct or material indirect financial interest in the Company.

Crowe served as independent registered public accounting firm for the Company with respect to the audits of the Company’s consolidated financial statements and internal control over financial reporting for ~~2020~~2023 and has been engaged by the Company’s Audit Committee to serve as independent registered public accounting firm for the Company with respect to the audits of the Company’s consolidated financial statements and internal control over financial reporting for ~~2021.~~2024. Representatives of Crowe will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Our Board recommends that shareholders vote “FOR” approval of the appointment of Crowe as the Company’s independent registered public accounting firm for fiscal ~~2021.~~2024.

Required Vote of Shareholders

Our Board recommends that you vote FOR the proposal to approve Crowe as the Company’s registered independent public accounting firm for ~~2021~~2024 (Proposal 23 on the proxy card).

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SECTION 16(A): BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and Executive Officers and persons who beneficially own more than ten percent of the Company’s ~~Common Shares~~common shares to file with the ~~Securities and Exchange Commission~~SEC reports showing ownership of and changes in ownership of the Company’s ~~Common Shares~~common shares and other equity securities. We prepare and file these reports on behalf of our directors and Executive Officers. To our knowledge, all Section 16(a) reporting requirements applicable to our directors and Executive Officers were satisfied in a timely manner, ~~years,~~ except for the inadvertent failure of ~~each director~~(i) Director Sheidler to timely report on Form 4 ~~the grant~~a single purchase of ~~shares~~common stock, (ii) Director Medley to timely report on Form 4 two purchases of ~~restricted~~common stock ~~on December 21, 2020.~~in a retirement account, and (iii) Executive Officer Beckwith to timely file his initial Form 3.

SHAREHOLDER PROPOSALS FOR ~~2022~~2025 ANNUAL MEETING

ARule 14a-8 Shareholder Proposals. If a shareholder ~~desiring~~wants us to ~~submit~~include a proposal ~~for inclusion~~ in ~~the Company’s~~our proxy statement and form of proxy for presentation at the annual meeting of shareholders to be held in the year ~~2022 must deliver~~2025, under the rules of the SEC, the proposal somust be received by our Corporate Secretary at the Company’s principal executive offices on or before the close of business on November 25, 2024 (the 120th day before the one-year anniversary date of the release of these proxy materials to shareholders). The submission of a shareholder proposal pursuant to Rule 14a-8 does not guarantee that it iswill be included in the Company’s proxy statement and form of proxy.

Advance Notice Shareholder Proposals or Nominations. The Company’s Bylaws require advance notice for any business to be brought before a meeting of shareholders. For business, including director nominations, to be properly brought before the annual meeting of shareholders to be held in the year 2025, written notice of the shareholder proposal or director nomination must be received by our Corporate Secretary at the ~~Company~~Company’s principal executive offices no earlier than the close of business on December 30, 2024 (the 120th day before the one-year anniversary date of the 2024 Annual Meeting) and no later than ~~December 6, 2021.~~the close of business on January 29, 2025 (the 90th day before the one-year anniversary date of the 2024 Annual Meeting). The shareholder’s notice to the Corporate Secretary must comply with the Company’s Bylaws, which include information required under Rule 14a-19. Because the advance notice provisions of our Bylaws require earlier notice than Rule 14a-19, all notices required under Rule 14a-19 must also be received by our Corporate Secretary not later than the close of business on January 29, 2025.

Other Proposals; Discretionary Authority to Vote. If notice of any other shareholder proposal intended to be presented at the ~~2022~~2025 annual meeting is not received by the Company on or before February ~~19, 2022,~~8, 2025, the proxy solicited by our Board for use in connection with that meeting may confer authority on the proxies to vote in their discretion on such proposal, without any discussion in the Company’s proxy statement for that meeting of either the proposal or how such proxies intend to exercise their voting discretion.

Any proposals or notices should be mailed to ~~the Chairman of the Governance/Nominating Committee of the Board of Directors, in care of the Corporate Secretary, at~~ German American Bancorp, Inc., Attention: Corporate Secretary, 711 Main Street, P. O. Box 810, Jasper, Indiana 47547-0810, by certified mail, return-receipt requested.

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4 2 B V01 - Marc D. Fine04 - Tyson J. Wagler02 - Jason M. Kelly 03 - Christina M. RyanFor Withhold For Withhold For WithholdUsing a black ink pen, mark your votes with an X as shown in this example.Please do not write outside the designated areas.03YK7B++Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q2024 Annual Meeting Proxy Card2. To approve, on an advisory basis, the compensation of ourExecutive Officers who are named in the compensationdisclosures in the accompanying Proxy Statement1. Election of Directors:For Against Abstain3. To approve, on an advisory basis, the appointment of CroweLLP as our independent registered public accounting firm forour fiscal year ending December 31, 2024For Against AbstainA Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 and 3.1234 5678 9012 345MMMMMMMMM 603167MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890 J N TMMMMMMMMMMMMMMMMMMMIf no electronic voting,delete QR code and control #Δ ≈000001MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________MMMMMMMMMMMMMMM C123456789000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extYou may vote online or by phone instead of mailing this card.OnlineGo to www.envisionreports.com/GABCor scan the QR code — login details arelocated in the shaded bar below.Save paper, time and money!Sign up for electronic delivery atwww.envisionreports.com/GABCPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaVotes submitted electronically must bereceived by 1:00 am, (Central Time),on April 29, 2024.Your vote matters – here’s how to vote!

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Small steps make an impact.Help the environment by consenting to receive electronicdelivery, sign up at www.envisionreports.com/GABCProxy Solicited by Board of Directors for Annual Meeting of Shareholders — April 29, 2024Angela Curry and Susan J. Ellspermann, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of theundersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of German American Bancorp,Inc. to be held on April 29, 2024 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as directed on the reverse side. If no such directions are indicated, the Proxies will have authority to vote FORall nominees and FOR Proposals 2 and 3.In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.(Items to be voted appear on reverse side)PROXY — GERMAN AMERICAN BANCORP, INC.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qChange of Address — Please print new address below. Comments — Please print your comments below.C Non-Voting Items++Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders.The material is available at: www.envisionreports.com/GABC2024 Annual Meeting Admission Ticket2024 Annual Meeting of German American Bancorp, Inc. ShareholdersApril 29, 2024, 11:30 am ETGerman American Operations Center1311 W. 12th Ave., Jasper, INUpon arrival, please present this admission ticket and photo identification at the registration desk.

	INTRODUCTION					1
	INFORMATION ABOUT THE MEETING AND VOTING					1
	Purposes of the Meeting					1
	~~Special Notice Regarding COVID-19~~Shareholders Entitled to Vote at the Meeting					1
	~~Shareholders Entitled to Vote at the Meeting~~					2
	Attending the Meeting					2
	Voting Shares By Proxy That You Hold In Your Name					2
	Voting Shares That You Hold in Brokerage or Similar Accounts					2
	Your Voting Options on Each of the Proposals					2
	Our Board’s Voting Recommendations					23
	Required Votes to Elect Directors					3
	Required Vote to Approve Proposals					3
	Quorum					3
	Voting on Possible Other Matters					34
	Revocation of Proxies or Voting Instructions					4
	Solicitation of Proxies					4
	PROPOSAL 1 —– ELECTION OF DIRECTORS					5
	~~ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES~~BOARD DIVERSITY MATRIX					9
	~~Our People~~ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES					910
	~~Our Communities~~CORPORATE GOVERNANCE					1016
	~~The Environment~~Board Leadership Structure					1116
	~~Governance~~Director Independence					1116
	~~CORPORATE GOVERNANCE~~Subsidiary Board Memberships					1316
	~~Board Leadership Structure~~Risk Oversight					1317
	~~Director Independence~~Committees and Attendance					1317
	~~Subsidiary Board Memberships~~Code of Business Conduct					1319
	~~Risk Oversight~~Corporate Governance Guidelines					1419
	~~Committees and Attendance~~Director Nominations Process					1420
	~~Code of Business Conduct~~Shareholder Communications and Engagement with Directors and Executive Management					1521
	~~Corporate Governance Guidelines~~OUR EXECUTIVE OFFICERS					1522
	~~Director Nominations Process~~					15
	~~Shareholder Communications and Engagement with Directors and Executive Management~~					17
	~~OUR EXECUTIVE OFFICERS~~					18
	OWNERSHIP OF OUR COMMON SHARES BY OUR DIRECTORS AND EXECUTIVE OFFICERS					1924
	PRINCIPAL OWNERS OF COMMON SHARES					2025
	PRINCIPAL ACCOUNTANT FEES AND SERVICES					2126
	REPORT OF THE AUDIT COMMITTEE					2227
	EXECUTIVE COMPENSATION AND RELATED INFORMATION					2328
	~~Compensation Discussion and Analysis~~Compensation/Human Resources Committee Governance					2328
	~~Our~~ Compensation ~~Objectives~~Committee Interlocks and Insider Participation					2329
	~~Impact of COVID-19~~Compensation Discussion and Analysis					2329
	~~How We Set Executive~~Our Compensation Objectives					2329

	~~Peer Group Selection and Analysis~~					24
	~~Independent~~How We Set Executive Compensation ~~Consultant~~					2429
	~~Executive Pay Versus~~ Peer ~~Performance~~Group Selection and Analysis					2530
	~~The Company’s 2020 Financial~~Executive Pay Versus Peer Performance Analysis					2530

	The Company’s 2023 Financial Performance					31
	Executive Compensation Components					2632
	Vesting and Retention Provisions Applicable to LTI Awards					3339
	Clawback Policy					3339
	Repricing and Underwater Grant Buyback Prohibitions					3340
	Insider Trading Policy and Anti-Hedging Provision					3340
	Executive Stock Ownership/Holding Requirements					3340
	Other 2019 LTI Plan Governance Features					3441
	Retirement/Deferred Compensation Benefits					3441
	Other Compensation					3542
	~~CEO Pay Ratio~~Compensation Committee Report					3642
	~~Compensation Committee Interlocks and Insider Participation~~Risk Assessment					3643
	Executive Compensation ~~Committee Report~~					3643
	~~Risk Assessment~~Summary Compensation Table					3744
	~~Executive Compensation~~Grants of Plan-Based Awards					3745
	~~Summary Compensation Table~~Option Exercises and Stock Vested					3846
	~~Grants of Plan-Based~~Outstanding Equity Awards at Fiscal Year-End					4147
	~~Option Exercises and Stock Vested~~Nonqualified Deferred Compensation					4248
	~~Outstanding Equity Awards at Fiscal Year-End~~Pension Benefits					4349
	~~Nonqualified Deferred Compensation~~Potential Payments upon Termination or Change in Control					4450
	~~Pension Benefits~~CEO Pay Ratio					4451
	~~Potential Payments upon Termination or Change in Control~~Pay Versus Performance					4551
	DIRECTOR COMPENSATION					4756
	TRANSACTIONS WITH RELATED PERSONS					4959
	PROPOSAL 2 —– ADVISORY VOTE ON EXECUTIVE COMPENSATION					60
	PROPOSAL 3 – ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					5061
	SECTION 16(A): BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					5162
	SHAREHOLDER PROPOSALS FOR ~~2022~~2025 ANNUAL MEETING					5162

Total Number of Directors	12
	Female		Male
Part I: Gender Identity
Directors		4		8
Part II: Demographic Background
African American or Black		1		—
White		3		8

Short-term Cash Incentive Award Criteria	Percentage of Potential Award
Corporate Operating Results: Formula assessments of ~~2020~~2023 corporate performance, which assists in measuring the alignment of executive and shareholder interests.		80%
Judgmental/Individual Criteria: Formula and/or judgmental assessments of personal or area of responsibility performance during ~~2020.~~2023.		20%
Total		100%

	Schroeder		Ewing		Rust		Braun		Leinenbach		Dauby
To be Paid/Vested on or before 3/15/2024 (grants related to 2020)
Short-Term Cash ($)(a)		273,900		135,450		110,618		85,571		93,235		110,618
Long-Term Cash ($)(b)		n/a		n/a		n/a		n/a		n/a		n/a
Long-Term Stock ($)(b)		358,801		179,425		146,554		113,341		123,534		146,554
To be Paid/Vested on or before 12/5/2022 (grants related to 2019)
Short-Term Cash ($)(a)		247,250		139,934		108,392		80,864		83,272		80,864
Long-Term Cash ($)(b)		46,303		26,273		20,317		15,153		15,617		15,153
Long-Term Stock ($)(b)		94,092		53,393		41,392		30,884		31,791		30,884
Director Restricted Stock Award ($)(c)		24,991		―		―		―		―		―
To be Paid/Vested on or before 12/5/2021 (grants related to 2018)
Short-Term Cash ($)(a)		232,830		135,774		104,213		78,606		80,393		78,606
Long-Term Cash ($)(b)		42,392		24,333		18,893		14,376		14,288		14,376
Long-Term Stock ($)(b)		64,859		38,367		29,232		21,924		22,838		21,924
Director Restricted Stock Award ($)(c)		19,975		―		―		―		―		―

Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($)(3) (c)		Aggregate Earnings in Last FY ($) (d)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at last FYE ($)(5) (f)
Mark A. Schroeder(1)(2)		50,573		31,322		128,228		―		1,092,938
		―		―		23,225		―		596,322
Clay W. Ewing(4)		11,850		14,373		178,665		―		445,603
Bradley M. Rust(4)		3,575		10,592		138		―		60,741
Randall L. Braun(4)		―		5,752		1,299		―		24,612
Keith A. Leinenbach(4)		―		7,492		52		―		22,812
D. Neil Dauby(4)		6,532		7,417		22		―		16,879

	Scheduled to Vest December 5, 2021				Scheduled to Vest December 5, 2022				Total Market Value of Shares(1) ($)
Name	Number of Shares (#)		Market Value of Shares(1) ($)		Number of Shares (#)		Market Value of Shares(1) ($)		Total Market Value of Shares(1) ($)
Mark A. Schroeder		2,474		81,865		1,764		58,371		140,235
Clay W. Ewing		1,421		47,021		1,001		33,123		80,144
Bradley M. Rust		1,096		36,267		776		25,678		61,944
Randall L. Braun		819		27,101		579		19,159		46,260
Keith A. Leinenbach		846		27,994		596		19,722		47,716
D. Neil Dauby		819		27,101		579		19,159		46,260