Business Context and Reporting Period
Company: First Financial Corporation (THFF)
Filing Type: Form 8-K (Current Report)
Date of Report: June 2, 2025
Event: Execution of new employment agreements with three senior executives effective July 1, 2025.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
Material Changes and Executive Compensation
First Financial Corporation and its subsidiary, First Financial Bank, entered into new employment agreements with the following executives. The agreements are effective July 1, 2025, with an initial term of 24 months.
| Executive Name | Title | Annual Base Salary (Effective Jan 1, 2025) |
|---|---|---|
| Rodger A. McHargue | SVP and CFO | $374,040 |
| Stephen P. Panagouleas | SVP and Chief Credit Officer | $306,500 |
| Mark A. Franklin | SVP and Chief Lending Officer | $308,509 |
Severance Provisions:
- Termination without Cause/Good Reason: Entitlement to base salary and bonuses through the end of the agreement term, plus cash reimbursement for benefits.
- Change in Control: Entitlement to 2.00x the sum of (i) base salary, (ii) prior year bonus, and (iii) two years of benefit costs. Includes "gross-up" provisions to maximize net after-tax value if excise taxes apply.
Guidance, Risks, and Contingencies
Non-Compete Restrictions: Executives are prohibited from competing within a 75-mile radius of Terre Haute, Indiana (McHargue and Panagouleas) or Bloomington, Indiana (Franklin) for one year following termination. This radius reduces to 50 miles if the employee is terminated without cause or resigns for good reason.
Management Commentary: The filing states that the summary is qualified by the full text of the agreements filed as Exhibits 10.1 through 10.3.
Investor Verification Checklist
- Review Exhibits 10.1, 10.2, and 10.3 for the full legal text of the employment agreements.
- Verify the specific definitions of "just cause," "good reason," and "change in control" within the exhibits.
- Confirm the impact of these agreements on the company's future compensation expense and potential cash outflows in termination scenarios.
- Check for any subsequent filings regarding the actual implementation of these terms on July 1, 2025.