Business Context and Reporting Period
This Form 8-K Current Report was filed by First Financial Corporation (THFF) on September 15, 2026. The filing discloses significant changes in executive leadership, specifically the retirement of the outgoing Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and employment contract terms.
Material Changes
- Departure of CFO: Rodger A. McHargue, Secretary/Treasurer and Chief Financial Officer, announced his retirement effective December 31, 2026.
- Appointment of New CFO: The Board appointed Paul D. Nungester, Jr. to succeed Mr. McHargue as Secretary/Treasurer and Chief Financial Officer, effective January 1, 2027.
- Employment Agreement: A new agreement was executed on September 15, 2026, with an effective date of September 1, 2026, covering the period through June 30, 2028, with options for one-year extensions.
Guidance, Outlook, and Compensation Details
The filing contains no forward-looking financial guidance or management commentary regarding business outlook. However, it details the compensation structure for the new CFO:
- Base Salary: $375,000 per annum.
- Bonus: Eligible for bonus opportunities provided to executive officers.
- Severance Provisions:
- Termination without Cause/Good Reason: Entitlement to base salary and bonuses through the end of the agreement term, plus benefit reimbursements.
- Change in Control: Severance equal to 2.0 times the sum of base salary, prior year bonus, and two years of benefit costs.
- Golden Parachute: Includes a "gross-up" provision to ensure the net after-tax amount is maximized if excise taxes under IRC Sections 280G and 4999 apply.
- Restrictive Covenants: Includes non-compete provisions within a 75-mile radius of Terre Haute, Indiana (reduced to 50 miles if terminated without cause or for good reason) for one year post-employment.
Investor Verification Checklist
- Verify the transition timeline between the outgoing CFO (Dec 31, 2026) and incoming CFO (Jan 1, 2027) to ensure continuity of financial reporting.
- Review the full text of the Employment Agreement (Exhibit 10.1) for specific definitions of "just cause," "good reason," and "change in control."
- Assess the impact of the new CFO's compensation package, particularly the 2.0x multiplier in a change-in-control scenario, on potential future acquisition costs.
- Confirm the background of Paul D. Nungester, Jr., specifically his tenure at Premier Financial Corporation and Inveniam Capital Partners as disclosed.