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|8-KFeb 6, 4:05 PM ET

FIRST MERCHANTS CORP 8-K

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First Merchants Corp Adopts 2026 Senior Management Incentive Plan

What Happened
First Merchants Corporation (FRME) announced on Feb. 3, 2026 that its Board adopted the 2026 Senior Management Incentive Compensation Program (SMICP), a non‑equity cash incentive plan for named executive officers and other senior managers. The plan sets threshold, target and maximum cash awards expressed as percentages of each participant’s 2026 base salary, with payouts to be approved by the Compensation and Human Resources Committee after year‑end.

Key Details

  • Effective/adopted date: February 3, 2026; 8‑K filed Feb. 6, 2026.
  • Payout levels (as % of 2026 base salary):
    • Mark K. Hardwick, CEO: Threshold 40% / Target 80% / Maximum 160%
    • Michael J. Stewart, President: 30% / 60% / 120%
    • Michele M. Kawiecki, EVP & CFO: 30% / 60% / 120%
    • John J. Martin, EVP & Chief Credit Officer: 25% / 50% / 100%
    • Joseph C. Peterson, EVP & Chief Commercial Officer: 25% / 50% / 100% (pay based 70% on corporate operating earnings and 30% on Commercial line operating revenue and net contribution)
  • Performance metric: For Hardwick, Stewart, Kawiecki and Martin, the goal is the Corporation’s operating earnings calculated on a diluted GAAP basis; proportionate credit is given for performance between threshold and maximum, none below threshold or above max.
  • Eligibility and safeguards: Participants must be employed when payments are made (except for death, disability or retirement). The company’s Clawback Policy allows recovery of payments to executives if based on materially inaccurate financial statements or as required by law.

Why It Matters
This filing shows how First Merchants ties senior management cash compensation directly to operating earnings (and commercial line results for the commercial chief), aligning pay with measured financial performance. For investors, the program signals the board’s emphasis on operating earnings as a key performance driver and creates potential future cash outflows if targets are met or exceeded. The clawback provision and post‑year approval by the compensation committee are governance features that limit risk from misstated results or inappropriate payouts.