Business Context and Reporting Period
Company: First Financial Corporation (THFF)
Filing Type: Form 8-K (Current Report)
Date of Report: June 29, 2026
Reporting Period: The filing reports on events occurring on June 29, 2026, regarding new executive employment agreements effective July 1, 2026.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements.
Material Changes
The primary material change reported is the execution of new employment agreements for three senior executives, effective July 1, 2026:
- Rodger A. McHargue: Senior Vice President and Chief Financial Officer.
- Stephen P. Panagouleas: Senior Vice President and Chief Credit Officer.
- Mark A. Franklin: Senior Vice President and Chief Lending Officer.
Each executive received an annual base salary adjustment effective January 1, 2026, as detailed below:
| Executive Name | Annual Base Salary ($) |
|---|---|
| Rodger A. McHargue | 387,131 |
| Stephen P. Panagouleas | 317,228 |
| Mark A. Franklin | 319,307 |
Guidance, Outlook, and Compensation Terms
Employment Terms: The agreements establish an initial term of 24 months, extendable by one-year periods upon notice from the compensation committee.
Termination Provisions:
- Death, Disability, Just Cause, or Voluntary Resignation: Executives receive base salary, bonuses, and vested benefits through the termination date.
- Termination Without Cause or Good Reason (No Change in Control): Executives receive base salary and bonuses through the end of the current term, plus cash reimbursements for lost benefits.
- Change in Control: Executives are entitled to a severance package equal to 2.00 times the sum of their base salary, prior year bonus, and two years of benefit costs. The agreement 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: Non-compete provisions apply for one year post-termination within a 75-mile radius of Terre Haute, Indiana (McHargue and Panagouleas) or Bloomington, Indiana (Franklin). This radius reduces to 50 miles if the separation is without just cause or for good reason.
Investor Verification Checklist
- Verify the full text of the employment agreements filed as Exhibits 10.1, 10.2, and 10.3 for specific definitions of "just cause," "good reason," and "change in control."
- Confirm the impact of the 2.0x change-in-control multiplier on potential future acquisition costs.
- Review the geographic scope of the non-compete clauses relative to the company's primary lending markets.
- Check subsequent filings for any amendments to the base salaries or bonus structures mentioned as effective January 1, 2026.