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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 ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

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):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

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

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GERMAN AMERICAN BANCORP, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 18, 2023

We are pleased to notify you that we will hold the 2023 annual meeting of our shareholders on Thursday, May 18, 2023, at 6:30 P.M., Eastern Time, at the Klub Haus 61, 2031 Newton Street, Jasper, Indiana, for the following purposes:

To elect four (4) directors, each to serve until the 2026 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 advise on the frequency of the advisory vote on executive compensation;

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, 2023; and

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

Our Board of Directors has established the close of business on March 9, 2023 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 our Common Shares 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.

Video Replay: For those who are unable to attend the annual meeting in person, a video replay will be available shortly after the meeting concludes and can be accessed by visiting www.germanamerican.com and selecting the Investor Relations area. The replay will remain available for at least 30 days.

GERMAN AMERICAN BANCORP, INC.

Bradley M. Rust
Secretary

March 27, 2023
Jasper, Indiana

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PROXY STATEMENT
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	INTRODUCTION					1
	INFORMATION ABOUT THE MEETING AND VOTING					1
	Purposes of the Meeting					1
	Shareholders Entitled to Vote at the Meeting					1
	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					3
	Required Votes to Elect Directors					3
	Required Vote to Approve Proposals					3
	Quorum					3
	Voting on Possible Other Matters					4
	Revocation of Proxies or Voting Instructions					4
	Solicitation of Proxies					4
	Video Replay					4
	PROPOSAL 1 – ELECTION OF DIRECTORS					5
	BOARD DIVERSITY MATRIX					9
	ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES					10
	CORPORATE GOVERNANCE					14
	Board Leadership Structure					14
	Director Independence					15
	Subsidiary Board Memberships					15
	Risk Oversight					15
	Committees and Attendance					16
	Code of Business Conduct					16
	Corporate Governance Guidelines					16
	Director Nominations Process					17
	Shareholder Communications and Engagement with Directors and Executive Management					19
	OUR EXECUTIVE OFFICERS					20
	OWNERSHIP OF OUR COMMON SHARES BY OUR DIRECTORS AND EXECUTIVE OFFICERS					21
	PRINCIPAL OWNERS OF COMMON SHARES					22
	PRINCIPAL ACCOUNTANT FEES AND SERVICES					23
	REPORT OF THE AUDIT COMMITTEE					24
	EXECUTIVE COMPENSATION AND RELATED INFORMATION					25
	Compensation/Human Resources Committee Governance					25
	Compensation Committee Interlocks and Insider Participation					26
	Compensation Discussion and Analysis					26
	Our Compensation Objectives					26
	How We Set Executive Compensation					26
	Peer Group Selection and Analysis					27
	Executive Pay Versus Peer Performance Analysis					28

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	The Company’s 2022 Financial Performance					28
	Executive Compensation Components					29
	Vesting and Retention Provisions Applicable to LTI Awards					36
	Clawback Policy					36
	Repricing and Underwater Grant Buyback Prohibitions					36
	Insider Trading Policy and Anti-Hedging Provision					36
	Executive Stock Ownership/Holding Requirements					37
	Other 2019 LTI Plan Governance Features					37
	Retirement/Deferred Compensation Benefits					37
	Other Compensation					39
	Compensation Committee Report					39
	Risk Assessment					40
	Executive Compensation					40
	Summary Compensation Table					41
	Grants of Plan-Based Awards					43
	Option Exercises and Stock Vested					44
	Outstanding Equity Awards at Fiscal Year-End					44
	Nonqualified Deferred Compensation					45
	Pension Benefits					46
	Potential Payments upon Termination or Change in Control					47
	CEO Pay Ratio					48
	Pay Versus Performance					48
	DIRECTOR COMPENSATION					53
	TRANSACTIONS WITH RELATED PERSONS					56
	PROPOSAL 2 – ADVISORY VOTE ON EXECUTIVE COMPENSATION					57
	PROPOSAL 3 – ADVISORY VOTE ON THE FREQUENCY OF THE VOTE ON EXECUTIVE COMPENSATION					58
	PROPOSAL 4 – ADVISORY VOTE ON THE APPROVAL OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					59
	SECTION 16(A): BENEFICIAL OWNERSHIP REPORTING COMPLIANCE					60
	SHAREHOLDER PROPOSALS FOR 2024 ANNUAL MEETING					60

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PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF
GERMAN AMERICAN BANCORP, INC.

to be held May 18, 2023

INTRODUCTION

The Board of Directors of German American Bancorp, Inc. is soliciting proxies from shareholders for its use at the 2023 annual meeting of shareholders, and at any adjournment or adjournments of that meeting. The annual meeting is scheduled to be held on Thursday, May 18, 2023, at 6:30 P.M., Eastern Time, at the Klub Haus 61, 2031 Newton Street, 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 Zachary W. Bawel and Chris A. Ramsey, 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 2022 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 3, 2023.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 18, 2023:

This proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, 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 2026 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 advise on the frequency of the advisory vote on executive compensation;

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, 2023; and

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

Shareholders Entitled to Vote at the Meeting

Our Board has established the close of business on March 9, 2023 as the “record date” for this annual meeting. This means that you are entitled to vote at this meeting (and any adjournments) if our records show that you owned our Common Shares at that time. As of this record date, 29,493,201 of our common shares were issued and outstanding, held by approximately 3,153 registered shareholders of record. Each issued and outstanding Common Share as of the record date is entitled to one vote on each matter properly to come before the annual meeting and can be voted only if the record owner of that share, determined as of the record date, is present in person at the meeting or represented by proxy.

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Voting Shares By Proxy That You Hold In Your Name

You have three choices:

•

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 18, 2023. Have your proxy card in hand when you access the website. Follow the steps outlined on the secured website.

•

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 18, 2023. 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.

•

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 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 Proposals 1 through 3, but will be authorized to cast a vote on your behalf, in its discretion, on Proposal 4. In such cases, a “broker non-vote” may be entered with respect to your shares on Proposals 1 through 3 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:

•

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

•

the nonbinding advisory proposal on the approval of the appointment of Crowe LLP (Proposal 4 on the proxy card).

You may vote “for” any of the following frequencies (or you may abstain from voting) as to the nonbinding advisory vote on the frequency of the advisory vote on executive compensation (Proposal 3 on the proxy card):

•

every third year (“3 Years” on the proxy card)

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every other year (“2 Years” on the proxy card); or

•

every year (“1 Year” 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 matter in accordance with the discretion and judgment of the Proxy Committee. You will have no opportunity on the proxy card to direct the Proxy Committee as to such matters due to their presently unknown nature.

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Our Board’s Voting Recommendations

Our Board recommends that you vote:

•

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

•

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);

•

FOR the “every third year” (“3 Years” on the proxy card) choice, on an advisory basis, as to the frequency of the advisory vote on executive compensation (Proposal 3 on the proxy card); and

•

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, 2023 (Proposal 4 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 (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.

With respect to the advisory vote on the frequency of future advisory votes on executive compensation, the alternative receiving the greatest number of votes (every year, every other year, or every third year) will be deemed to be the frequency that shareholders approve.

Please note, however, that because the votes on the compensation of our Named Executive Officers, the frequency of future votes on executive compensation, and the appointment of Crowe LLP are each advisory in nature, the results of such 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.

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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.

Shares held of record by shareholders who (in person or by proxy) abstain from voting on any or all proposals (and shares represented by “broker non-votes,” described above under “Voting Shares That You Hold in Brokerage or Similar Accounts”) will be included in the number of shares present at the meeting for purposes of determining the presence of a quorum. However, abstentions and broker non-votes as to any proposal will not be considered to be votes that have been “cast” on that proposal and therefore will not affect the outcome of the vote on any proposals described by this proxy statement.

Voting on Possible Other Matters

We are not aware that any person intends to propose that any matter, other than the four (4) numbered proposals specifically described by this proxy statement, be presented for consideration or action by our 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 of incorporation or 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 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 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.

Video Replay

For those shareholder who are unable to attend the annual meeting in person, a video replay will be available shortly after the meeting concludes and can be accessed by visiting www.germanamerican.com and selecting the Investor Relations area. The replay will remain available for at least 30 days.

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PROPOSAL 1
ELECTION OF DIRECTORS

Our full Board currently consists of fourteen (14) directors, after having increased its size from the twelve (12) directors who were members of our Board at the time of the conclusion of the 2022 annual meeting of the Company’s shareholders. Diane B. Medley and Angela Curry were appointed to our Board, effective as of July 1, 2022 and January 1, 2023, respectively, after having been identified and recruited by the Board’s Governance/ Nominating Committee. 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:			Diane B. Medley, Chris A. Ramsey, M. Darren Root, Mark A. Schroeder, and Jack W. Sheidler
	Terms expiring at the 2024 annual meeting:			Angela Curry, Marc D. Fine, Jason M. Kelly, Christina M. Ryan, and Tyson J. Wagler
	Terms expiring at the 2025 annual meeting:			Zachary W. Bawel, D. Neil Dauby, Susan J. Ellspermann, and Thomas W. Seger

Mr. Schroeder, however, is not eligible to stand for re-election at this year’s annual meeting because he 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 addition, Mr. Ramsey has informed the Company that he will not stand for re-election at this year’s annual meeting. Mr. Ramsey’s decision to not stand for re-election was not a result of any disagreement with the Company. In light of the vacancies that will result from these departures 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 date 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. Curry will be moved to the class standing for election at this year’s annual meeting.

Taking into consideration these changes, our Board, on the recommendation of the Governance/ Nominating Committee, has nominated each of Angela Curry, Diane B. Medley, M. Darren Root and Jack W. Sheidler 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 2026 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 2023.

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.

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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.

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

Nominees for Election at this Annual Meeting (with Terms to Expire at the 2026 Annual Meeting)

Angela Curry

Angela Curry, 50, was appointed to our Board effective January 1, 2023, after having been identified and recruited by the Governance/Nominating Committee of our Board. Ms. Curry serves as General Counsel and Vice President for Legal Affairs at the University of Louisville. As General Counsel, 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 2021, Curry was also appointed to serve as Interim Chief of Staff for the University. She is very active in several Louisville civic organizations. The 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 the Board and the Company.

Diane B. Medley

Diane B. Medley, 67, was appointed to our Board effective July 1, 2022, after having been identified and recruited by the Governance/Nominating Committee of our Board. Ms. Medley is the Executive Chairman of Mountjoy Chilton Medley CPAs and Advisors. MCM CPAs and Advisors is the largest CPA firm in the region and 76th largest professional and financial services firm in the United States with 6 locations across Kentucky, Indiana, and Ohio. As the former Managing Partner and Co-founder of the firm, 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 immense knowledge and expertise in building and growing businesses of all sizes. Her strong entrepreneurial spirit, focus on serving her community, and local knowledge within the markets the Company does business are viewed by the Board as being integral in shaping and enhancing the Company in the years to come.

M. Darren Root

M. Darren Root, 62, 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 Chief Strategist for Right Networks, LLC and Founder of Rootworks, a wholly owned subsidiary of Right Networks, LLC. Rootworks is 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 Intentional Accountant” and co-authored the books “The E-Myth Accountant” and “Youtility for 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.

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Jack W. Sheidler

Jack W. Sheidler, 66, 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 30 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 which Citizens has operated and his familiarity with Citizens’ personnel and history make his service as a director valuable to the Company.

Continuing Directors of the Class with Terms Expiring at the 2024 Annual Meeting

Marc D. Fine

Marc D. Fine, 63, has served as a director of the Company since his election in 2011. 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, 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 is 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, 48, was appointed to our Board effective January 1, 2019, after having been identified and recruited by the Governance/Nominating Committee of our Board. He presently serves on the Audit Committee of the Board. Mr. Kelly is the Chief Financial Officer of Jasper Holdings, Inc., the parent company of Jasper Engines & Transmissions and Weller Truck Parts, along with other diversified automotive brands. Collectively, Jasper Holding employs more than 3,800 Associate Owners throughout the United States. Mr. Kelly was previously the President and CEO of a large family owned multi-concept franchised restaurant company based in Jasper for 12 years. Mr. Kelly has extensive experience in ESOP companies 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 Board of Directors, Mr. Kelly had served on one of German American Bank’s regional advisory 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, 64, was appointed to our Board effective October 15, 2019. Ms. Ryan is the Chief Executive Officer at the Women’s Hospital in Newburgh, Indiana, which is part of the Deaconess Health System. She also previously served as the Hospital’s Chief Nursing Officer. Ms. Ryan serves on the Board of Trustees for the University of Southern Indiana and on various health care industries boards throughout Indiana. She has prior banking experience as she previously served on one of German American Bank’s regional advisory boards. Ms. Ryan, therefore, brings health care industry knowledge to our Board, as well as insights into economic development initiatives in our growth banking markets.

Tyson J. Wagler

Tyson J. Wagler, 43, 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

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businesses. Mr. Wagler has over 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 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.

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

Zachary W. Bawel

Zachary W. Bawel, 58, was appointed to our Board effective July 1, 2018, after having been identified and recruited by the Governance/Nominating Committee of our Board. 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. Mr. Bawel is President of Jasper Holdings Inc., a 100% Associate-Owned, 81 year-old Jasper, Indiana based company with over 4,100 employees nationwide. He has over 36 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 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 is also 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 boards. The 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.

D. Neil Dauby

D. Neil Dauby, 59, was appointed to our Board effective July 1, 2021. Since January 1, 2022, Mr. Dauby has served as the Company’s President and Chief Executive Officer. Prior to that, Mr. Dauby was the Company’s President and Chief Operating Officer, a 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 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 business experience in both the Indiana and Kentucky markets over his career are invaluable.

Susan J. Ellspermann

Susan J. Ellspermann, 62, was appointed to our Board effective July 1, 2021, after having been identified and recruited by the Governance/Nominating Committee of our Board. 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 State Representative. Her earlier career includes being a founding director of the University of Southern Indiana’s Center for Applied Research and Economic Development, and an owner of Ellspermann and Associates, Inc., a business focused on creative problem solving and strategic planning, and holding industrial engineering positions at GM, Michelin and Frito-Lay. The Board believes that Dr. Ellspermann’s unique perspective as it relates to the workforce, corporate, and political environment in which we operate will be invaluable to German American as we strive to better serve each of these sectors of our business. Her expertise and leadership in economic development and her meaningful local knowledge will are significant assets to German American.

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Thomas W. Seger

Thomas W. Seger, 65, has served as a director of the Company since his election to a newly-created board seat, effective August 16, 2011. He serves as the lead independent director of our Board and is a member of the Compensation/Human Resources and Chairman of the Governance/Nominating Committees of our Board. Mr. Seger is an officer of Simple Transport, Inc., located in Dubois, Indiana, and an owner of Farbest Foods. He is the past President of Wabash Valley Produce, Inc., a large poultry producer, also headquartered in Dubois, Indiana. As a result of his over 40 years of experience in poultry and agriculture, Mr. Seger brings to our Board unique perspectives based on his knowledge of the agricultural industry on a local, regional, and national level. In addition, Mr. Seger’s many years of experience in human resource management with Wabash Valley enhance his effectiveness as a member of our Compensation/Human Resources Committee.

BOARD DIVERSITY MATRIX
(AS OF MARCH 27, 2023)

The following table summarizes certain self-identified characteristics of our directors in accordance with Nasdaq Listing Rules 5605(f) and 5606. Each term used in the table has the meaning given to it in the Rules and related instructions.

Total Number of Directors					14
	Female		Male				Non- Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		4		10				—		—
Part II: Demographic Background
African American or Black		1		—				—		—
Alaskan Native or Native American		—		—				—		—
Asian		—		—				—		—
Hispanic or Latinx		—		—				—		—
Native Hawaiian or Pacific Islander		—		—				—		—
White		3		10				—		—
Two or More Races or Ethnicities		—		—				—		—
LGBTQ+						—
Did Not Disclose Demographic Background						—

Recent Developments

In December 2020, our Board amended the charter of the Governance/Nominating Committee to provide 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. Following those changes, the Company made one addition to the Board in 2021, a female Director who joined the Board in July 2021. In addition, following the 2022 annual meeting of shareholders, the Governance/Nominating Committee identified two additional female candidates, one of whom identifies as being racially or ethnically diverse. As a result, both such candidates have been appointed to the Board.

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ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) PRACTICES

We recognize the growing investor interest in “Environmental, Social, and Corporate Governance” frameworks. 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 statement, “German American helps individuals, families and businesses achieve their financial dreams to improve their quality of life.” We firmly believe that “how” we deliver on our mission will determine how well we create and preserve long-term, sustainable value for all our stakeholders, including our shareholders, vendors, regulators and communities we serve.

While we believe we have a good ESG story to tell, we also know that our work for the common interests of our stakeholders is never finished. Rather, it will require commitment that extends beyond the 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 issues for the benefit of our stakeholders:

Environmental

We recognize our responsibility towards the environment and to the communities in which we operate and serve. We believe socially responsible and sustainable practices is an integral part of how we do business for the benefit of 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 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 by supporting the professional development and well-being of our employees. 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. The Company and our employees give back to the communities in which they live and work contributing their passions, time and money to countless causes including food banks, financial literacy programs, and veteran support just to name a few. Our Company and our employees make a difference in our communities and honor our core value of service.

Our People

As a service-oriented business, our long-term success depends on our people. Each year the Company completes 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. To do that, we are committed to creating an exceptional employee experience through fair and balanced compensation, employee wellness, employee development, and continued diversity, equity and inclusion efforts.

Employee Benefits

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German American continued to adjust to the COVID-19 Pandemic, and applied our dispersed workforce learnings to provide more flexibility to our employees. We implemented a permanent remote work policy for qualified roles. We developed a flexible work policy, and supported team

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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.

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In 2022, the Company announced a one-time year-end bonus payable to all employees (excluding Executive Officers) to help offset the impact of rising inflation during the holiday season. This investment in our employees resulted in an aggregate payment of more than $431,750.

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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. More than 80% of our eligible employee base is enrolled in the Company-provided medical insurance.

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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, was implemented in 2021 to provide employees more robust tools for fitness and nutrition, preventative screening tracking, fitness membership reimbursement and participation, and more. More than 40% of those enrolled in the Company-provided medical insurance program completed their annual preventative screening tracking. Enrollment in the Wellworks program exceeded 30% of our employee base.

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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 almost 7%.

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More than 25% 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.

Employee Development — All qualified candidates regardless of gender/race/ethnicity are considered for these development 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. In 2022, the fifth cohort of this program was launched, and German American now has more than 115 leaders throughout the organization equipped with these skills and actively engaging in ongoing internal Professional Learning Communities.

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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, guiding values, and strategic plan and initiatives, including our corporate commitments to diversity, equity and inclusion.

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The Future Commercial and Business Banking Program is a multi-year rotational program for current employees and recent college graduates to prepare for a role as a Commercial Lender. 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 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 2022, we provided more than $50,000 in assistance to 14 employees for both master and undergraduate degree programs.

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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 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 100% of our interns retained for either a part-time or full-time position in 2022. We have a 50% conversion rate to full-time employment over the life of the program.

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The training and 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 2022, more than 63,027 hours of both live and on-demand training were logged by German American employees.

Diversity, Equity and Inclusion (“DEI”)

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In 2022, the Company made strides in the diversity of its Senior Management Team with 42% gender and 8% race/ethnicity diversity. There is 17% gender diversity within our Executive Team.

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We established a cross-functional DEI Task Force. This task force continues to help us create our DEI Strategies in alignment with our Strategic Plan. In 2022, the task force led the effort to update our purpose and values to be more inclusive of our commitments and aspirations for DEI.

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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.

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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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As mentioned previously, the Board has made a commitment to adding a person of diverse race/ethnicity and achieving 33.3% gender diversity at the board level within the next year.

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 111 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 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 2022 CRA Qualified Community Development Loans exceeded $183 million, supporting affordable housing, community services, economic development, and community revitalization.

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Our CRA Investments and Donations continued to grow in 2022 as well. Including the book value for investments made in prior years, CRA Investments and Donations exceeded $68 million.

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While we have originated Small Business Administration (SBA) type loans in the past, during 2022 we added some additional talent and structure in this area that we anticipate would ultimately allow us to originate even more small business loans across our footprint. Specifically, SBA 7(a) and SBA 504 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 recent acquisition, we acquired specialized talent that provided us the opportunity to serve those who need affordable housing in a more meaningful way. During 2022, we originated $86 million in new commitments in or near our communities to help fill a much-needed housing shortfall.

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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 during 2022. 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, in spite of continued pandemic restrictions, volunteered approximately 4,300 hours of service in 2022 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 business clients, the unbanked and 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 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. Since last year, the Board added a person of diverse race/ethnicity and its gender diversity will be at 33.3% following the conclusion of our 2023 annual meeting of shareholders, at which time our Board will be reduced to twelve directors.

All outside Board members, as well as, 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 (as described above). Elsewhere within this Proxy Statement are further details about our corporate governance policies and procedures.

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Integrity and Business 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, under the Corporate Profile — Governance Documents tab of the Investor Relations section) that provides additional clarity and focus on the ethical 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 Conduct. It is critical for our team to understand our expectations and always do what is right. Our team also 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

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for several alternative channels for the reporting of possible illegal or unethical behavior. Under the Code of 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 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. 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 and Privacy: Our Board is actively engaged in the oversight of German American’s cyber and information security program. Our Audit/Risk Committee and Technology Committee receive quarterly reports on the program and on developments in the cyber and information security sector from our Chief Digital and Information 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 of the digital banking, technology, risk and information security teams provide a comprehensive overview of the Company’s cyber and information security program to the Board. Highlights of our cyber and information security governance include:

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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.

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The Company invests in threat intelligence and participates in financial services industry and government forums which track and report on cyber and other information security threats.

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The Company routinely performs vulnerability tests.

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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.

CORPORATE GOVERNANCE

Board Leadership Structure

The Company’s governing documents provide our Board 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 the best interests of the Company’s shareholders. Effective January 1, 2022, the Company separated the position of Chairman of the Board from the position of Chief Executive Officer, although this is not a permanent policy of our Board. Our Chairman, Mark A. Schroeder, presides over meetings of our Board (other than the separate sessions only of the Board’s independent directors) and of our shareholders. Our President and Chief Executive Officer, D. Neil Dauby, is in charge of the general supervision, direction, and control of the business and affairs of the Company, subject to the overall direction and supervision of the Board and its committees.

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Thomas W. Seger is our Board’s lead independent director. The lead independent director assists our Board in assuring effective corporate governance and 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 director also chairs meetings of our Board during any meetings or portions of meetings if the Executive Chairman is absent.

Given the experience of Messrs. Schroeder and Dauby, and the ongoing leadership succession plan of the Company, the Board believes that this leadership structure is the most appropriate at this time. In preparation for Mr. Schroeder’s expected retirement from the Board effective as of the 2023 annual meeting of shareholders and as guided by the Governance/Nominating Committee Charter, the Board is currently re-assessing its leadership structure and will make an announcement with respect to Mr. Schroeder’s successor prior to such annual meeting.

Director Independence

In accordance with rules of The Nasdaq Stock Market, our Board affirmatively determines the independence of each Director and nominee for election as a Director. Our Board has determined that each of the 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 neither Mark A. Schroeder nor D. Neil Dauby is deemed independent because their respective roles as Executive Officers of the Company (in the case of Mr. Schroeder, as a former Executive Officer).

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. Wagler, Central Region; Ms. Ryan, Southwest Region; Mr. Root, North Region; Mr. Kelly, Northeast Region; Mr. Sheidler, South Region; and Ms. Medley, Southeast Region; and

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Directors Bawel, Dauby, Ramsey, 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 issues affecting our employees and communities in order to manage the related reputational risks. The Audit Committee of our Board is

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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. The Company’s management also keeps our Board informed of cybersecurity developments by providing periodic reports on 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 oversight that are consistent with the “Statement and Guidance on Public Company Cybersecurity Disclosures” released by the Securities and Exchange Commission (the “SEC”).

Committees and Attendance

Our Board held ten (10) meetings during 2022. All of the directors who acted as such at any time during 2022 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 2022.

Our Board has standing committees that address issues relating to audit, executive compensation, corporate governance and director nominations:

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The Audit Committee, presently consisting of Directors Kelly, Root (Chairman) and Wagler, met five (5) times in 2022. 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), Ellspermann, Ryan and Seger, met four (4) times during 2022. The Compensation/Human Resources Committee reviews compensation for the Company’s Executive Officers, which includes our Named Executive Officers (as described below) and any other 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.

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The Governance/Nominating Committee, presently consisting of Directors Bawel, Fine and Seger (Chairman), met three (3) times during 2022. 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.

Each of the members of the Audit Committee, Compensation/Human Resources Committee and the Governance/Nominating Committee is an independent director, as that term is defined by the listing standards of Nasdaq. In addition, each member of the Audit Committee and of the Compensation/Human Resources Committee satisfies the additional independence requirements specified by those listing standards for audit committee members and compensation committees, respectively.

Code of Business Conduct

The Board has adopted a Code of Business Conduct, which constitutes a “code of ethics” as that term is defined by SEC rules adopted under the Sarbanes-Oxley Act of 2002. The Company has posted a copy of the Code of Business Conduct in the Corporate Profile — Governance Documents section of the Investor Relations portion of the Company’s website, 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 website, except that waivers that must 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 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

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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. 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 times their current annual cash and equity retainer, and the Chief Executive Officer is expected to attain an investment position in our common shares equal to three times his or her base salary. Exceptions to these ownership guidelines may be approved by the Chairman of the Board or the lead independent director, as applicable, for good reason.

On February 27, 2023, the Board approved changes to the above ownership expectations to increase the multiple for non-employee directors to four times. In addition, the Board also established a policy that all new non-employee directors should acquire such shares within five years after joining the Company’s Board of Directors, and current non-employee directors will have five years from the date of the implementation of the policy to acquire such shares. Finally, the Board also adopted a policy that requires (i) the Company’s Chief Financial Officer and Chief Operating 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 recommends that all newly Named Executive Officers acquire such shares within five years after their appointment, and current Named Executive Officers will have five years from the date of the implementation of the policy to acquire such shares. The Corporate Governance Guidelines are expected to be amended in due course to reflect these policy changes.

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 charter of the Governance/Nominating Committee was amended to provide 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. Since the 2022 annual meeting of shareholders, the Governance/Nominating Committee identified two additional female candidates, one of whom identifies as being racially or ethnically diverse; both of those candidates have been appointed to the Board. As a result, there are currently four women on the Board of Directors and 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 website, www.germanamerican.com.

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

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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 Secretary of the Company, mailed by registered or certified mail (return receipt requested), and received by the 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 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 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 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. All of the members of our Board who were in office at such time attended the 2022 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 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 activities.

SEC Form DEF 14A filed by German American Bancorp Inc.