Business Context and Reporting Period
This Form 8-K is a current report filed by First Financial Corporation (THFF) on June 29, 2026. The filing discloses the execution of a new employment agreement with Norman D. Lowery, President and Chief Executive Officer of the Corporation and its subsidiary, First Financial Bank. The agreement is effective as of July 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change reported is the formalization of Mr. Lowery's employment terms under a new 24-month agreement. Key terms include:
- Base Salary: Annual base salary set at $698,987.00, subject to potential increases by the Board of Directors.
- Term: Initial term of 24 months, with a requirement for the Compensation Committee to take affirmative action to extend the term for an additional one-year period.
- Termination Provisions:
- Just Cause/Death/Disability: Entitlement to salary, bonuses, and vested rights through the termination date.
- Without Just Cause/Good Reason (No Change in Control): Entitlement to base salary and bonuses through the end of the current term, plus cash reimbursement for lost benefits.
- Change in Control: If termination occurs within 12 months of a change in control, Mr. Lowery is entitled to the greater of the standard severance or a multiplier of 2.99 times the sum of his base salary, prior year bonus, and three years of benefit costs.
- Restrictive Covenants: Includes a non-compete provision prohibiting competition within a 75-mile radius of Terre Haute, Indiana (reduced to 50 miles if terminated without just cause or for good reason) for one year following termination.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, outlook, or management commentary regarding the company's financial performance or strategic direction. The primary risk disclosed relates to the potential financial impact of executive severance payments, particularly in the event of a change in control, which could result in significant cash outflows calculated at 2.99 times the executive's compensation package. Additionally, the agreement includes "golden parachute" provisions subject to Internal Revenue Code Section 280G, which may reduce payments to avoid excise taxes.
Investor Verification Checklist
- Verify the full text of the Employment Agreement filed as Exhibit 10.1 to confirm specific definitions of "just cause," "good reason," and "change in control."
- Review the company's existing equity incentive plans to understand how the new agreement interacts with stock-based compensation.
- Assess the potential impact of the 2.99x severance multiplier on the company's liquidity in a hypothetical acquisition scenario.
- Confirm whether the Compensation Committee has previously discussed or voted on the mandatory one-year extension clause.