German American Bancorp, Inc. (GABC) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen and welcome to German American's 2024 Annual Meeting of Shareholders. [Operator Instructions] I would now like to turn the meeting over to Neil Dauby, German American's Chairman and CEO. Please go ahead, sir.

Good afternoon, ladies and gentlemen. I'm Neil Dauby, Chairman and CEO of German American Bancorp, Inc., and I welcome you to the 2024 Annual Meeting of the corporation's shareholders. I will serve as Chairman of this meeting and also appoint Brad Arnett, who is the Corporation Secretary, to serve as the Secretary of this meeting to keep the minutes. As you may recall, Brad joined our team last year as our Chief Legal Counsel. Brad has a deep institutional knowledge of German American and extensive experience in leading legal and nonlegal corporate initiatives in the highly regulated banking industry as well as with publicly traded SEC registrant. At this time, I would like to introduce our executive team who is here with us this morning. So if you wouldn't mind, just please stand briefly as I call your name. Brad Rust, our President and CFO; Mike Beckwith, our Chief Banking Officer; Amy Jackson, our Chief Administrative Officer; Clay Barrett, our Chief Digital and Information Officer; and Scott Powell, our new Chief Credit Officer, who replaced a retiring Keith Leinenbach. At this time, I would like to introduce the directors of German American Bancorp, Inc. First, let me introduce the 4 directors who are standing for reelection at today's meeting. Would you please stand as you are introduced and I'll read your bio. Standing for reelection for a term expiring on the 2027 Annual Meeting are Mr. Marc D. Fine, Marc D. Fine has served as a Director of the corporation since his election in 2011. He presently serves on the Governance and 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, 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 PLCC and was formerly a member of the Executive Committee of Jackson Kelly PLLC. He is also active in many civic and community organizations. And since 2008 has been a commissioner of the Indiana Gaming Commission an official agency of the state of Indiana that oversees the state's gaming industry. Thank you, Marc. Jason M. Kelly. Jason M. Kelly was appointed to our Board effective January 1, 2019. He presently serves on the Audit Committee of our 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 Holdings team employs more than 4,400 associate members 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 midsized commercial construction company and development company in Central Indiana and Regional CFO for the largest homebuilding companies in North America. Prior to joining our Board, Mr. Kelly served as one of our German American Bank's Regional Advisory Board. Jason, thank you. Christina M. Ryan. Christina M. Ryan was appointed to our Board effective October 15, 2019. She is a member of the company's Compensation and Human Resource Committee of our Board. Ms. Ryan is the Chief Executive Officer at the Women's Hospital in Newburgh, Indiana which is a 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 industry boards throughout Indiana. She has prior banking experience that she previously served on one of German American's regional advisory boards as well. Thank you. Our final director candidate standing for election to a 3-year term is Tyson J. Wagler. Tyson J. Wagler was appointed to our Board effective October 15, 2019. He currently serves on the Audit Committee of our Board. Mr. Wagler is a partner at Frette & Wagler, LLC, a Washington, Indiana, based CPA firm, which offers a wide variety, which offers a wide range of tax and accounting services for individuals in a variety of businesses. Mr. Wagler has over 19 years of experience in the accounting profession. He serves on the Board of the Davis County Committee Hospital and has prior banking experience, having previously served on one of German American's regional Advisory boards. Thank you, Tyson. These 4 nominees will be standing for election later in this meeting. I thank you to all the other directors of German American Bancorp, Inc. who are not up for election this year. But if you would please stand briefly as your name is called. Our Lead Director, Thomas W. Seger, Zachary W. Bawel, Angela Curry; Dr. Sue J. Ellspermann; Diane B. Medley, M. Darren Root; Jack W. Sheidler ; and myself, D. Neil Dauby. Before we proceed with the meeting, there are several preliminary matters to which to attend. First, we need to determine that a quorum is present. Secretary, Arnett, will you please report the number of shares entitled to vote and the number represented at this meeting.

Mr. Chairman, as of the close of business on March 8, 2024, the record date for this meeting, a total of 29,584,709 shares of the common stock of German American Bancorp, Inc. were outstanding and entitled to vote, each of which is a entitled to vote. The total number of shares represented by proxy at this meeting is 24,107,574, which is 81.49% shares entitled to vote. The certificate of the election of inspectors will include the votes, if any, of the shareholders voting in person today.

A majority of shares entitled to vote constitutes a quorum. Since the shares represented here today exceed 50% of the shares entitled to vote. A quorum is present and I now officially call the 2024 Annual Meeting of Shareholders of German American Bancorp, Inc. to order. Today's meeting is being held pursuant to notice mailed to all shareholders of record as of the close of business on March 8, 2024. The notice, along with the 2023 annual report, the proxy statement and a form of proxy was mailed to shareholders on or about March 25, 2024. Three shareholders of the corporation has been appointed to act as election inspectors for the matters to be voted on and at today's meeting. They are seated in the back of the room and are [ Janel Hofmeister ], [ Lauren Chambers ] and [ Terri Eckerle ]. Each of them has signed an oath in connection with serving as an inspector and the Secretary will file those oaths with the minutes of this meeting. The proxies solicited by the Board of Directors designated Angela Curry and Dr. Susan J. Ellspermann to vote the shares represented by those proxies. Director Ellspermann, will vote the proxies later in this meeting. The secretary has a true and complete list of all shareholders of the corporation entitled to vote at this meeting. The list will remain open for inspection during the course of this meeting. The polls are now open. Any shareholder of record present today whose shares were not already voted by proxy but who wishes to register a vote on any of the matters voted upon today or any shareholder wishing to change a previously delivered proxy vote may do so by visiting the election inspectors and completing the form of ballot at this time. The polls will remain open while the votes are being cast. Following the conclusion of today's meeting, the secretary will file the certificate of inspectors with the minutes of the meeting and will also retain balance in forms of proxy with the records of the corporation. This concludes the preliminary portion of our business meeting. Before we move to the proxy portion of the business meeting, I'd like to share a few historical and forward-looking perspectives. As everyone knows, 2023 was quite a volatile year for the banking industry, one marked by challenging economic conditions, continued rising interest rates aggressive deposit competition and high-profile bank failures across the country. However, in light of all that, German American continued to stay financially strong, stable and local with solid liquidity, strong capital levels and a diverse core deposit base. German American has a history of navigating through these difficult times, and we're able to deliver record net income for 2023, and combined with our 19th consecutive year of double-digit return on equity and 11th consecutive year of increased dividends to our shareholders. I'm proud to say we were nationally recognized multiple times in the last year for our performance. First, by Newsweek as one of the top-performing community banks in the country and a top ranked bank in the State Of Indiana and Commonwealth of Kentucky whose selection criteria included such categories as profitability and the overall health stability of the financial institution itself. S&P Global Intelligence also ranked German American Bank as one of the 30 best performing community banks in the nation between $3 billion and $10 billion in asset size for two consecutive years running. And lastly, Bank Director Magazine ranked German American as one of the top 50 performing banks in 2023 between $5 billion and $50 billion in asset size. These national accolades speak to the strength of our company and the dedicated efforts of our relationship, community focused team of professionals. As I mentioned, a big part of 2023 was focused on maintaining the financial strength of our company ensuring strong liquidity, both on and off balance sheet as well as maintaining an extremely strong capital position. We also focused on protecting our diversified deposit base, which represents the core value of our franchise. Into late 2023 and into 2024, we completed our long planned multi-year transition of our executive leadership team. Designed to ensure the company will be held by an extremely -- that our company will be led by an extremely qualified executive management team for many years to come. Throughout the second half of 2023 and now looking forward into 2024, we continue to adapt to an ever-changing economic, operational, legislative and regulatory environment. We continue to invest and add top talent at all levels within our organization and throughout our entire footprint to provide our customers the best local experience with high-touch advice and service. We continue to invest in new digital technology and platforms to provide the best tools for an improved high-tech experience to complement our relational high-touch customer experience. We continue to invest in fraud detection, prevention and mitigation tools to protect our stakeholders' assets and their data. We continue to invest and partner with all of our communities to improve the quality of life and place throughout our entire footprint. We will continue to advance and execute on our strategic plan that focuses on these 4 key pillars: growth and financial performance, people and culture, customer experience; and lastly, operational effectiveness. We will continue to be a high-performing bank with our commitment to growing our people, growing our customer base, growing our communities and grow the value to our shareholders. Our team continues to show up each and every day and achieving our purpose to be the best we can be for each other, our customers and our communities. Now let's return back to the business portion of our meeting for our proxy items. The voting polls are now officially closed. As set forth in our proxy statement, there are 4 proposals for consideration at today's meeting. Proposal #1. The first proposal is for the election of directors as more fully described beginning on Page 5 of our proxy statement. Our Board of Directors is divided into 3 classes with the terms of the members of one class expiring each year. At today's meeting, 4 directors are to be elected for a 3-year term to hold office until our 2027 Annual Meeting of Shareholders and until their successors have been elected and qualified. The Board of Directors of the corporation has recommended the election of the 4 persons who are listed in the proxy statement. These nominees who were introduced earlier are Marc D. Fine, Jason M. Kelly, Christina M. Ryan and Tyson J. Wagler. Proposal #2, the second item on our agenda is the approval by a nonbinding advisory vote of a resolution approving the compensation of the corporation's executive officers made in the proxy statement for this meeting as more fully described beginning on Page 60 of the proxy statement. The holding of this advisory vote on compensation is sometimes called a say-on-pay vote. The third item for voting today is the approval by a nonbinding advisory vote of the appointment of Crowe LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2024, as more fully described on Page 61 of our proxy statement. With each matter having been identified, I now ask the Director Ellspermann, a representative of the Proxy Committee to provide a voting report as to the approval of each.

Mr. Chairman, with respect to proposal #1, related to reelection of Directors. Based upon the votes cast by proxy and in person at this meeting, each nominee for director has received at least 17,188,921 shares voted in favor of their election.

Thank you, Dr. Ellspermann. Because these 4 nominees are the only nominees for the 4 seats on the Board of Directors that are open for election at this year's annual meeting and they have received at least the number of votes in favor of their election as reported at the meeting. Each nominee received a plurality vote of the common shares represented in person or by proxy and entitled to vote at this meeting. As a result, I declare that Mr. Fine, Mr. Kelly, Ms. Ryan and Mr. Wagler have each been duly elected as a Director of German American Bancorp, to serve the previously stated term until their successor has been elected and qualified. Proposal #2.

Mr. Chairman, with respect to proposal #2 relating to say-on-pay based upon the votes cast by proxy and in person at this meeting, majority of votes cast were for or in favor of the approval of such proposal.

Thank you. Because a majority of the votes present in person or by proxy at this meeting has voted in favor of proposal #2, I hereby declare that the proposal to approve the compensation of the corporation's names, executive officers has been approved by the shareholders. Final proposal.

Mr. Chairman, with respect to proposal #3, relating to the approval of the appointment of Crowe LLP as the corporation's independent registered public accounting firm based upon the votes cast by proxy and in person at this meeting, a majority of the votes cast were for or in favor of the approval of such proposal.

Thank you, Dr. Ellspermann. Because the majority of the votes present in person or by proxy at this meeting has voted in favor of proposal #3, I hereby declare that such proposal has passed in the appointment of Crowe LLP as the corporation's independent registered public accounting firm for the year ending December 31, 2024, has been approved by the shareholders. I hereby direct that the final report of the inspectors of election to be filed with the minutes of this meeting. Before we end the formal business portion of our meeting, are there any other matters to come before this annual meeting of shareholders. If there is nothing further to come before this meeting, the business to be conducted has been completed. As a result, I declare this meeting adjourned. Thank you for joining us today. And as always, we appreciate your continued investment in German American.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a lovely day.