Sector: Financials
FIRST FINANCIAL CORPORATION CORP · Meeting: April 15, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Five Directors for a Term Expiring in 2029
Joined the board in 2020 (within the 5-year TSR measurement window but tenure is sufficient); THFF's 3-year stock return of +72.1% outpaces the community bank benchmark QABA by +32.8 percentage points, well below the 65-point threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Long-tenured independent director (joined 1994) with relevant business and governance experience; THFF's strong 3-year outperformance of QABA (+32.8pp vs. 65pp threshold) means the TSR trigger does not fire; no overboarding or attendance concerns, and his familial relationship flag does not apply here as he has no disclosed family ties to senior management.
CEO and executive director since 2020; the TSR trigger does not apply as THFF outperformed QABA by +32.8pp over three years, well short of the 65pp threshold for strong-positive TSR; the familial relationship between Norman D. Lowery (CEO) and Norman L. Lowery (Chairman, his father) is noted as a governance consideration, but the policy trigger for a No vote on familial grounds applies to proximity to top management — here the relationship is between two executives at the top of the organization, which is a flag; however, the board has separated the Chairman and CEO roles and maintains a Lead Independent Director, partially mitigating this concern, and no policy rule automatically requires a No vote on the executive director's own election on this basis alone.
Independent director since 2019 with legal, regulatory, and military experience relevant to the bank's operations; THFF's 3-year stock outperformance of QABA (+32.8pp) is well below the 65pp trigger threshold; no overboarding, attendance, or independence concerns.
Classified as non-independent by the board; however, the policy trigger for a No vote on independence grounds applies specifically to non-independent directors serving on the audit or compensation committee — Mr. Shagley serves on the Directors' Enterprise Risk Management and Enterprise Risk Management Committees only, not on the audit or compensation committee, so the independence-based No trigger does not fire; THFF's TSR outperformance of QABA is well within policy thresholds.
All five nominees receive a FOR vote. THFF's 3-year stock return of +72.1% outperforms the community bank benchmark QABA by +32.8 percentage points, well below the 65-point threshold required to trigger against votes for strong-positive TSR companies. One nominee (Norman D. Lowery) is the CEO and a non-independent director with a notable familial relationship to the Chairman, but the board has implemented structural mitigants (role separation, Lead Independent Director). Richard Shagley is non-independent but does not sit on the audit or compensation committee. No overboarding or attendance issues were identified for any nominee.
CEO
Norman D. Lowery
Total Comp
$2,395,725
Prior Support
96%%
CEO total compensation of $2,395,725 is within a reasonable range for a President and CEO of a ~$725M market cap community bank that delivered record net income of $79.2 million (up 67%) in 2025, and the prior year say-on-pay vote received 96% support indicating strong shareholder endorsement. Pay mix is appropriately structured with approximately 58% of CEO compensation variable and at-risk, tied to objective short-term (net income, efficiency ratio) and long-term (return on assets, return on equity, tangible book value, EPS over a 3-year period) performance metrics. The company has a meaningful clawback policy, stock ownership requirements, and prohibitions on hedging and pledging, all consistent with sound compensation governance.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
$718,200
Non-Audit Fees
$120,435
Non-audit fees (tax services of $120,435) represent approximately 16.8% of audit fees ($718,200), well below the 50% threshold that would raise independence concerns. No material restatements were identified. Crowe LLP is a large national firm appropriate for a $725M market cap community bank. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote.
8-K filed April 15, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Norman D. Lowery | 97.4% | 8.6M | 224,980 | ✓ Elected |
| Mark J. Blade | 94.4% | 8.3M | 493,315 | ✓ Elected |
| Richard J. Shagley | 92.8% | 8.2M | 637,108 | ✓ Elected |
| Paul J. Pierson | 90.9% | 8.0M | 801,531 | ✓ Elected |
| Gregory L. Gibson | 89.2% | 7.9M | 946,902 | ✓ Elected |
Broker non-votes: 1.9M
Say on Pay
For 8.4M · Against 394,294 · Abstain 46,471
Auditor Ratification
For 10.4M · Against 230,385 · Abstain 12,297
The 2026 First Financial Corporation annual meeting presents a clean ballot with three standard proposals: director elections, say-on-pay, and auditor ratification. All three receive FOR votes — the company delivered record financial performance in 2025, its stock has significantly outperformed the community bank benchmark QABA over three years, executive pay is appropriately structured with meaningful performance conditions, and auditor fees show no independence concerns.
20 companies disclosed in 2026 proxy filing
