GABC · German American Bancorp, Inc.

Summary

On March 2, 2026, the Board of Directors of German American Bancorp, Inc. approved the 2026 Management Incentive Plan applicable to its Named Executive Officers, establishing short-term cash incentives and long-term equity incentives based on balanced scorecards with corporate performance metrics and individual assessments. The plan includes performance thresholds at 'Good' (41.25% of base salary for CEO), 'Very Good', and 'Exceptional' levels, subject to a 2026 net income trigger.

Key takeaways

• Board approved 2026 Management Incentive Plan on March 2, 2026, for Named Executive Officers including D. Neil Dauby (Chairman and CEO)
• Short-term cash awards: CEO up to 96.25% of 2026 base salary at Exceptional performance; others up to 78.75% or 61.25%
• Short-term metrics (80% weight): core EPS growth (25%), core efficiency ratio (10%), core organic deposits growth (15%), core organic loans growth (20%), non-performing assets ratio (10%)
• Long-term awards (3-year period ending Dec 31, 2026): same % of base salary, based on ROE/ROTE (1/3), ROA (1/3), EPS growth (1/3)
• Awards vest with continued employment; subject to clawback policies and 2026 net income trigger
• Exhibit 10.1 details plan terms filed herewith