First Merchants (FRME) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 16, 2025, will be held virtually, allowing shareholders to vote and submit questions online.

• Shareholders will vote on electing four directors for one-year terms, an advisory vote on executive compensation, and ratification of the independent auditor for 2025.

• Shareholders of record as of March 20, 2025, are eligible to vote; 58,534,988 shares outstanding as of the record date.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Four directors nominated for election to serve until the 2026 annual meeting: F. Howard Halderman, Kevin D. Johnson, Clark C. Kellogg, and Michael C. Rechin.

• Advisory vote to approve compensation of named executive officers (NEOs).

• Ratification of Forvis Mazars, LLP as independent auditor for 2025.

• Shareholder proposals for the 2026 meeting must be received by December 2, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• Board size set at 13, with a phased declassification to annual elections beginning in 2025.

• Board leadership is separated: independent Chair (Jean L. Wojtowicz) and CEO (Mark Hardwick).

• All non-employee directors are independent per Nasdaq rules; three directors are not independent due to executive roles.

• Board diversity includes gender, professional, and geographic representation; 2 female and 11 male directors.

• Board committees: Audit, Nominating and Governance, Risk and Credit Policy, and Compensation and Human Resources.