Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Executive Officer Appointments. Effective January 1, 2022, Vicki L.
Schuler was appointed Principal Accounting Officer of German American
Bancorp, Inc. (the "Company"). Ms. Schuler replaces Bradley M. Rust in that
role. As reported in July 2021, Mr. Rust was appointed to the additional
position of Chief Operating Officer of the Company, which became effective as of
January 1, 2022. At the time of such appointment, Mr. Rust served as the
Company's Senior Executive Vice President and Chief Financial Officer, which
offices he continues to hold.
Ms. Schuler, age 47, joined the Company's banking subsidiary, German American
Bank (the "Bank"), in 2000, holding various positions in the accounting
department of the Company and the Bank. Since July 2016, Ms. Schuler has served
as the Company's Senior Vice President and Controller.
Other than Ms. Schuler's participation in the Company's executive management
incentive plans (which plans are described in the Company's 2021 Proxy
Statement), in connection with her appointment: (i) there are no arrangements or
understandings between Ms. Schuler and any other person; (ii) no material plan,
contract or arrangement has been entered into with Ms. Schuler, and no such
plan, contract or arrangement with her has been materially amended; and (iii) no
grant of any award to Ms. Schuler or modification of an existing award has been
made. Moreover, Ms. Schuler has no family relationship with any director or
other executive officer of the Company or any person nominated or chosen by the
Company to become a director or executive officer. Also, Ms. Schuler does not
have a direct or an indirect material interest in any transaction that would
require reporting under Item 404(a) of Regulation S-K.
The above-described appointments of Mr. Rust and Ms. Schuler are related to the
implementation of the Company's previously announced executive succession plan.
Specifically, as reported in July 2021, the Company's Board of Directors
appointed: (a) Mark A. Schroeder as Executive Chairman of the Company; (b) D.
Neil Dauby as the Company's President and Chief Executive Officer; and (c) as
described above, Mr. Rust as the Company's Senior Executive Vice President,
Chief Operating Officer and Chief Financial Officer, all of which appointments
became effective January 1, 2022.
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