THFF First Financial Corporation

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

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FIRST FINANCIAL CORPORATION
One First Financial Plaza
P.O. Box 540
Terre Haute, Indiana 47808

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March 17, 2023

Dear Shareholders:

Our 2023 Annual Meeting of Shareholders will be held on Wednesday, April 19, 2023, at 11:00 a.m. (EDT) (“Annual Meeting”). The Annual Meeting will be held virtually via live audio webcast on the Internet at www.virtualshareholdermeeting.com/THFF2023. Even though our meeting will be held virtually, shareholders will still have the ability to participate in our Annual Meeting and vote their shares at the Annual Meeting if they wish.

The formal notice of this Annual Meeting and the proxy statement appear on the following pages. We have also enclosed a copy of our 2022 Annual Report on Form 10-K for your review. To ensure that your votes on the business matters of the meeting will be recorded, after reading the proxy statement and other materials, please submit your proxy promptly by telephone or Internet or by marking, signing, and returning a physical proxy card by mail.

We hope you will attend the virtual meeting and urge you to vote your shares in advance. Even after submitting the proxy, you may, of course, vote on all matters brought before the meeting.

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FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

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Only shareholders of record at the close of business on March 1, 2023, will be entitled to notice of and to vote at the meeting.

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FIRST FINANCIAL CORPORATION

ONE FIRST FINANCIAL PLAZA

P.O. BOX 540

TERRE HAUTE, INDIANA 47808

(812) 238-6000

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consolidations are projected to save approximately $1.5 million per year in operating expenses commencing in the second quarter of 2023.

In 2022, we also completed the merger of our wholly-owned subsidiary, The Morris Plan Company of Terre Haute, Inc. into First Financial Bank, N.A., which, among other things, took advantage of operational synergies and resultant cost-savings.

Environmental, Social and Governance (“ESG”) Matters

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Our commitment to environmental, social and governance responsibility remained strong in 2022, as we made great strides and achieved success in many areas, including the following:

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We continued to review and optimize our resources, combining seven branch locations to better meet the financial service needs of our customers while also reducing our expected energy and resource consumption. For more information on our commitment to ESG and to view our 2022 SASB disclosures, please visit www.first-online.bank/esg.

Shareholder Outreach and Engagement

We continued shareholder outreach and engagement through participation at investor conferences and in individual meetings. We met with several existing and prospective investors at the Piper-Sandler East Coast Financial Services Conference and the Raymond James U.S. Bank Conference.

Board of Directors Diversity

Reflective of our community, customers and associates, our Board continues to include members with diverse expertise in areas such as agriculture, auto lending, banking, community organizations, education, law, military, public relations, pensions and state and local government. Our Board includes two women and one African American member. Tables summarizing the diversity and experience of our Board members can be found on pages 16 and 17.

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QUESTIONS AND ANSWERS ABOUT THE MEETING

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Q:Why did I receive this proxy statement?

You received this proxy statement and accompanying notice of annual meeting because, as a shareholder of the Corporation, our Board of Directors (the “Board”) is soliciting your proxy to vote at the Annual Meeting of shareholders. The Annual Meeting will be held on Wednesday, April 19, 2023, at 11:00 a.m. (EDT). This proxy statement describes the matters on which we would like you to vote and provides information so that you can make an informed decision. It is first being mailed to our shareholders on or about March 17, 2023.

Q:Why is the Corporation holding the Annual Meeting virtually and how will I be able to participate?

We believe that allowing our shareholders to participate in the meeting online will facilitate greater shareholder attendance while still providing the same opportunity to participate, including the ability to ask questions, as a shareholder would have if he or she were attending an in-person meeting.

Any shareholder of record as of March 1, 2023, and those who hold a valid proxy from a shareholder of record can attend the Annual Meeting online at www.virtualshareholdermeeting.com/THFF2023. The live audio webcast will start at 11:00 a.m. (EDT) on April 19, 2023. You will need your 16-digit control number that is printed on your proxy card or on the instructions that accompanied your proxy materials to access the meeting. Instructions on how to attend the Annual Meeting will be posted at www.virtualshareholdermeeting.com/THFF2023. We encourage you to access the meeting 15 minutes prior to the start time to allow ample time to complete the online check-in process. Further guidance on how to submit questions at the Annual Meeting and our procedures for responding to those questions also will be available on the virtual shareholder meeting log-in page.

If you encounter any technical difficulties accessing the virtual Annual Meeting during check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page. Further information and guidance on how to access the virtual meeting, along with how to receive assistance for any technical and logistical issues related to accessing the virtual meeting, will be available on www.virtualshareholdermeeting.com/THFF2023 in advance of the meeting.

Q:What am I voting on?

You are being asked to consider and vote on the following:

Q: Who is entitled to vote?

Holders of our outstanding common stock as of the close of business on March 1, 2023, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. As of March 1, 2023, 12,065,888 shares of common stock were issued and outstanding, each of which entitles the holder to one vote.

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Q:What are the Board’s recommendations?

The Board recommends that you vote your shares as follows:

The shares represented by a properly executed and returned proxy card will be voted according to your instructions. If no instructions are provided on a signed proxy card, the persons named as proxies on your proxy card will vote in accordance with the above recommendations of the Board.

Q:What if other matters come up during the meeting?

If any matters other than those referred to in the Notice of Annual Meeting of Shareholders properly come before the meeting, the individuals named in the accompanying proxy card will vote the proxies held by them as recommended by the Board or, if no recommendation is given, in accordance with their best judgment. We are not aware of any business other than the items referred to in the Notice of Annual Meeting of Shareholders that may be considered at the meeting.

In the unlikely event that any of the director nominees becomes unable or is unwilling to serve at the time of the meeting, the persons named as proxies in the accompanying proxy card will have discretionary authority to vote for a substitute nominee named by the Governance and Nominating Committee if the Board decides to fill that nominee’s position.

Q:Who can attend the meeting?

All shareholders as of the record date or their duly appointed proxies may attend the meeting virtually.

Q:What constitutes a quorum?

Holders of a majority of the voting power of the outstanding shares of common stock of the Corporation and entitled to vote at the Annual Meeting, represented in person or by proxy, constitute a quorum for the Annual Meeting. As of the record date, 12,065,888 shares of common stock were outstanding. Proxies received but marked as abstentions and “broker non-votes” (as described below) will be included in the calculation of the number of shares considered to be present at the meeting for purposes of establishing a quorum.

Q:How do I vote?

If you hold your shares in your own name, you may submit a proxy by telephone, by mail or via the Internet.

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By casting your vote in any of the ways listed above, you are authorizing the individuals listed on the proxy card to vote your shares in accordance with your instructions.

You may also attend the Annual Meeting virtually and vote at that time; however, we strongly encourage you to submit your proxy prior to the Annual Meeting even if you anticipate attending the Annual Meeting.

If your shares are held in the name of a bank, broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted. The availability of telephonic or Internet voting will depend on the bank’s or broker’s voting process. Please check with your bank or broker and follow the voting procedures your bank or broker provides to vote your shares. Also, please note that if the holder of record of your shares is a broker, bank or other nominee and you wish to vote at the Annual Meeting, you may need to request a legal proxy from your bank, broker or other nominee that holds your shares and present that proxy and proof of identification at the Annual Meeting.

If you are a participant in the First Financial Corporation Employee Stock Ownership Plan (the “ESOP”), you will receive a voting instruction card to use to provide voting instructions to First Financial Bank, N.A. (the trustee of the ESOP) for the shares allocated to your account under the ESOP. Your voting instructions to the trustee should be submitted by telephone, via the Internet at www.proxyvote.com or completed, dated, signed, and returned in the envelope provided by 11:59 p.m. (EDT) on April 16, 2023. In order to maintain confidentiality, your voting instruction will be received by Broadridge Financial Solutions, Inc., who will tabulate the voting instruction results and provide them to the ESOP trustee on an aggregate basis. Please do not return your voting instructions to the Corporation. Your voting instructions will be kept confidential by the ESOP trustee and will not be disclosed to any of our directors, officers or employees. Unless the terms of the ESOP or the fiduciary duties of the ESOP trustee require otherwise, the ESOP trustee will vote your ESOP shares in accordance with your instructions. If you do not submit your voting instructions in a timely manner or if you return the voting instruction card unsigned or without indicating how you desire to vote the shares allocated to your ESOP account, the Compensation and Employee Benefits Committee, composed of William R. Krieble, Thomas C. Martin, Ronald K. Rich and William J. Voges, will direct the ESOP trustee to vote the shares allocated to your account in the same proportion and in the same manner as the shares with respect to which timely and proper instructions by participants were received. The Compensation and Employee Benefits Committee is appointed by the Board and may be changed by the Board at any time.

Q:If I am the beneficial owner of shares held in “street name” by my broker, will my broker automatically vote my shares for me?

If the shares you own are held in “street name,” the bank, broker or other nominee will vote your shares according to your instructions. Under applicable stock exchange rules, if you do not give instructions to your broker, bank or other nominees, it will still be able to vote your shares on any “discretionary” items but will not be allowed to vote your shares with respect to any “non-discretionary” items without receiving voting instructions from you.

For the 2023 Annual Meeting, only the proposal to ratify Crowe LLP as our independent registered public accounting firm is considered to be a discretionary item and your broker, bank or other nominee will be able to vote on that item even if it does not receive voting instructions from you. Unless you provide voting instructions to your broker, bank or other nominee, it will not have authority to vote your shares on any of the other proposals described in this proxy statement. Therefore, it is particularly important that beneficial owners instruct their brokers, banks or other nominees on how they wish to vote their shares.

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Q:What is an “abstention” or a broker “non-vote” and how do they affect the vote?

An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote on a particular matter. Abstentions are counted as present for purposes of determining a quorum, but are not counted as votes cast.

A broker “non-vote” occurs when a broker or other nominee who holds shares for the beneficial owner is barred from voting those shares with respect to a proposal because the broker or other nominee does not have discretionary voting power for the proposal and has not received voting instructions from the beneficial owner of the shares. Brokers will have discretionary voting power to vote shares for which no voting instructions have been provided by the beneficial owner only with respect to the ratification of Crowe LLP as our independent registered public accounting firm. Brokers will not have such discretionary voting power to vote shares with respect to any other proposal described in this proxy statement. Shares that are the subject of a broker non-vote are included for quorum purposes, but a broker non-vote with respect to a proposal will not be counted as a vote represented at the meeting.

Because abstentions and broker non-votes are not counted as votes cast, they will have no effect on the outcome of any proposal to be voted on at the Annual Meeting.

Q:Can I change my vote after I return my proxy card?

Yes. You may revoke your proxy or change your voting instructions at any time prior to the vote at the annual meeting by:

Please note that your virtual attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically so request.

Q:What vote is required to approve each proposal?

Directors will be elected by a plurality of the votes cast at the meeting. Consequently, the director nominees receiving the most votes of the holders of our common stock will be elected as directors. Only votes cast FOR a nominee will be counted. A properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated.

The proposal for approval, on a non-binding advisory basis, of the compensation of our Named Executive Officers will be approved if the votes cast for the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not be counted as votes cast either for or against this proposal and will have no effect on the outcome of the proposal.

The vote on frequency of future advisory votes on the compensation of our Named Executive Officers asks shareholders to express their preference for one of three choices: every year, every two years, or every three years. The option receiving the highest number of votes cast will be determined to be the preferred frequency. Abstentions and broker non-votes will have the same effect as not expressing a preference on this proposal.

The proposal for the ratification of the appointment of Crowe LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023, will be approved if the votes cast for the proposal exceed those cast against the proposal. Abstentions and broker non-votes will not be counted as votes cast either for or against this proposal and will have no effect on the outcome of the proposal.

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Q:Who pays to prepare, mail and solicit the proxies?

The Corporation pays all costs of preparing, mailing and soliciting proxies. The Corporation asks brokers, banks, voting trustees and other nominees and fiduciaries to forward proxy materials to the beneficial owners and to obtain authority to execute proxies. The Corporation will reimburse the brokers, banks, voting trustees and other nominees and fiduciaries upon request for their reasonable out-of-pocket costs for forwarding proxy and solicitation materials to beneficial owners of common stock. To obtain the most shareholder participation possible, we have retained Georgeson LLC to aid us in soliciting proxies for a fee of $10,000 plus reasonable out-of-pocket expenses and nominal per-holder fees for solicitation of any individual registered holders. In addition, proxies may be solicited by mail, in person, by telephone or by electronic communication by certain of the Corporation’s officers, directors and employees who will not be separately compensated for such activity.

Q:Whom should I call with other questions?

If you have additional questions about this proxy statement or the Annual Meeting or would like additional copies of this document or our 2022 Annual Report on Form 10-K, please contact: Rodger A. McHargue, Secretary, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000.

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well as having been a Trust Investment Officer. Mr. Lowery serves on the Corporation’s Acquisition, Asset and Liability, Cybersecurity, Data Processing and Bank Operations, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, Reserve Analysis, Records Management, Social Media and Strategic Planning Committees and Employee Benefits Sub-Committee. He also serves on the Bank’s Asset and Liability, Cybersecurity, Data Processing and Bank Operations, Disaster Recovery, Disclosure, Enterprise Risk Management, Executive, Executive Loan, Loan, Pricing, Records Management, Reserve Analysis, Social Media, Strategic Planning and Technology Committees. Mr. Lowery received a B.A. degree from Indiana University and a Master of Business Administration degree from Indiana Wesleyan University. Mr. Lowery formerly held several professional accreditations, including, a Financial Industry Regulatory Authority Series 7 license; Uniform Securities Agent Series 63 license; and a Uniform Investment Adviser Series 65 license. He is also an accredited Fiduciary Investment Manager. Mr. Lowery is a graduate of the Cannon Financial Institute Trust Investment School and Private Banking School. Mr. Lowery also graduated from the ABA Stonier Graduate School of Banking. Mr. Lowery serves as a member of the Terre Haute Chamber of Commerce’s Board of Directors.

Mr. Norman D. Lowery maintains in-depth knowledge and experience concerning the Bank’s operations, customers, and markets. His professional background and leadership role in various operational aspects, such as acquisitions and pandemic response, provide the Board with expertise and detailed internal knowledge regarding issues facing the Corporation and the Bank.

Paul J. Pierson, Age 72

Mr. Pierson joined the Board in 2019 and serves on the Corporation’s Governance and Nominating Committee and Enterprise Risk Management Committee, as well as the Bank’s Trust and Asset Management, Investment, and Loan Committees. Mr. Pierson retired after 25 years as a Circuit Judge in Sullivan County, Indiana. He previously served as a Senior Judge for the State of Indiana. Mr. Pierson also served as a Judge Advocate General Officer, retiring after 20 years of service in the United States Army and Indiana Guard, Reserve. Mr. Pierson earned his B.S. degree from Indiana State University, engaged in graduate studies at Butler University, and earned his Doctor of Jurisprudence degree from California Western School of Law.

Mr. Pierson’s history as a private practice attorney and judge provides the Board with an enhanced legal and regulatory perspective. Given our proximity to Fort Campbell and other military facilities, his long history of military service provides our board with a perspective on issues important to active-duty military and veterans. As a resident of Vanderburgh County, Indiana, Mr. Pierson provides insight concerning one of the Corporation’s growth markets.

Richard J. Shagley, Age 76

Mr. Shagley joined the Board in 2020 and serves on the Corporation’s Director’s Enterprise Risk Management and Enterprise Risk Management Committees and the Bank’s Director’s Enterprise Risk Management, Enterprise Risk Management, Investment, and Loan Committees, as well as the Bank’s Trust and Asset Management Committee. Admitted to the Indiana Bar in 1971, Mr. Shagley’s experience includes pension plans, ERISA funds, trust funds and real estate. Mr. Shagley is also admitted to practice before the United States Supreme Court. Mr. Shagley has a legacy of public service, serving on the Board of Trustees for Indiana State University and other civic organizations. Mr. Shagley earned his B.S. degree from Indiana State University and his Doctor of Jurisprudence degree from Indiana University.

Mr. Shagley’s history of leadership on various civic boards and foundations brings the Board a valuable resource for identifying and meeting organizational issues. His specific experience with pension plans, trusts, construction and real estate issues provide insight into the business matters of our clients and our markets.

Vote Required

The director nominees will be elected by a plurality of the votes cast at the Annual Meeting. Only votes cast for a nominee will be counted, and any properly executed proxy marked “WITHHOLD AUTHORITY” with respect to the election of one or more director nominees will not be voted with respect to the nominee(s) indicated.

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OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” MARK J. BLADE, GREGORY L. GIBSON, NORMAN D. LOWERY, PAUL J. PIERSON, AND RICHARD J. SHAGLEY, THE PERSONS NOMINATED BY THE GOVERNANCE AND NOMINATING COMMITTEE TO BE ELECTED AS DIRECTORS.

ADDITIONAL INFORMATION ABOUT THE BOARD OF DIRECTORS

Directors whose term expires in 2024:

Thomas T. Dinkel, Age 72

Mr. Dinkel joined the Board in 1989 and is the Chairman of the Corporation’s Audit Committee and serves on the Data Processing/Bank Operations and Cybersecurity Committees. He also serves on the Bank’s Loan, Community Reinvestment Act and Loan Review Committees. Mr. Dinkel is currently Chairman of the Board and formally president and chief executive officer of Sycamore Engineering, Inc., Dinkel Associates Inc., Sycamore Building Corporation and Dinkel Telekom, Inc. and held various positions at Sycamore Engineering, Inc. since 1966. He is a licensed professional engineer in Indiana, Illinois and Florida concentrating in mechanical and electrical systems. Mr. Dinkel serves on the Board of Trustees of Rose-Hulman Institute of Technology and serves as its Treasurer and is chairman of its business administration and facilities committees. Additionally, he serves on the investment management (endowment), executive board of affairs and student affairs committees of the board of Rose-Hulman Institute of Technology. He earned his B.S. degree from Rose-Hulman Institute of Technology.

As a business owner and entrepreneur, Mr. Dinkel provides an understanding of small business which makes up much of our lending base. His vast experience as a contractor and engineer also provides us with key insights concerning our facilities and facility maintenance.

Susan M. Jensen, Age 49

Ms. Jensen joined the Board in 2021. She serves on the Corporation’s Affirmative Action Committee and Cybersecurity Committee, and the Bank’s Affirmative Action Committee, Community Reinvestment Act Committee, Cybersecurity Committee and Loan Committee. She has a long history working for community organizations. Ms. Jensen began her career as a General Assignments Reporter for WTHI in Terre Haute in October 1995 and is now the News Director and 5 p.m. Anchor for WTHI-TV and MyFOX10. She serves as Trustee for the Ohio Valley Chapter of the National Academy of Television Arts and Sciences. Her work has been recognized by the Associated Press, Society of Professional Journalists, Indiana Broadcasters Association, and the Indiana State Teachers Association. She received her B.A. in Communication from DePauw University.

Ms. Jensen’s experience in broadcast journalism and work with community organizations provides the Board with an enhanced perspective on community and public relations, as well as insight on environmental, social and governance matters.

Norman L. Lowery, Age 76

Mr. Norman L. Lowery joined the Board in 1989 and was appointed Chairman of the Board in November 2020. Prior to that, Mr. Lowery served as Vice Chairman of the Board since 1996. He serves as the Chairman for the Corporation’s Acquisition, Disclosure, Executive and Strategic Planning Committees and serves on the Asset/Liability, Disaster Recovery, Enterprise Risk Management, Loan Policy and Procedures, Loan Review, Reserve Analysis, Social Media and Cybersecurity Committees and Employee Benefits Sub-Committee. Mr. Lowery also serves as the Chairman on the Bank’s Executive, Executive Loan and Strategic Planning Committees and serves on the Asset/Liability, Community Reinvestment Act, Cybersecurity, Disaster Recovery, Disclosure, Enterprise Risk Management, Loan Administration and Loan Review, Loan Policy and Procedures, Reserve Analysis, Social Media, Technology and Loan Committees. Mr. Lowery is the Chief Executive Officer and President of the Corporation, serving in those positions since 2004 and 2013, respectively, and the Chairman, President and Chief Executive Officer of the Bank, serving since 1996. Prior to joining the Corporation, Mr. Lowery was a partner in the law firm of Wright, Shagley & Lowery, P.C.,

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where he practiced for 19 years. He also served on Indiana State University’s Board of Trustees and Foundation Board. Mr. Lowery serves on the board and executive committees of the Terre Haute Area Economic Development Corporation. He is the father of Norman D. Lowery, the Chief Operating Officer of the Corporation and the Bank. He received a B.S. degree from Indiana State University and a Doctor of Jurisprudence degree from Indiana University.

As President and Chief Executive Officer, Mr.  Lowery is intimately familiar with our business, our customers and our employees and he provides the Board with valuable leadership, particularly through his keen insight into the industry and the markets we serve. His legal background also provides a critical element with respect to governance and regulatory issues affecting the Corporation and the Bank. Mr. Lowery also provides valuable counsel to the Board with respect to our strategic initiatives.

James O. McDonald, Age 76

Mr. McDonald joined the Board in 2020 and serves on the Corporation’s Governance and Nominating and Cybersecurity Committees and on the Bank’s Cybersecurity and Loan Committees. An active attorney for over 50 years, Mr. McDonald is an accomplished advocate on behalf of both public and private organizations, including the Vigo County School Corporation and the Terre Haute Housing Authority. He is listed as one of the Best Lawyers of America and is a member of the College of Fellows of the Indiana Trial Lawyers Association and has served as President of the Indiana Trial Lawyers Association. He served twice as a member of Indiana’s Judicial Nominating Commission, was President of the Terre Haute Bar Association and was named Lawyer of the Year by the Indiana Trial Lawyers Association and has also received its Lifetime Achievement Award. Mr. McDonald received his B.S. degree from Indiana State University and Doctor of Jurisprudence degree from Indiana University School of Law - Indianapolis.

Mr. McDonald’s experience as a trial attorney brings the Board a unique legal and practical perspective on issues that face the Corporation and the Bank. His history of legal practice with both public and private organizations offers the Board insight into the Bank’s relationship with the community, customers and government.

Thomas C. Martin, Age 72

Mr. Martin joined the Board in 2019 and serves on the Corporation’s Compensation and Employee Benefits, Director’s Enterprise Risk Management, and Enterprise Risk Management Committees as well as the Bank’s Compensation and Employee Benefits, Director’s Enterprise Risk Management, Enterprise Risk Management and Loan Committees. Mr. Martin has been involved in automotive management and has been a dealership owner since 1975. Mr. Martin currently operates numerous dealerships throughout central Indiana. Mr. Martin also owns a home interior design and furniture store since 2012. He received his B.A. degree from the University of Indianapolis. He has served and held positions on numerous professional associations and civic boards and is a board member and past Chairman of the Board of Trustees of the University of Indianapolis, serving since 1972. Mr. Martin also served as a board member of another financial institution for 12 years. Mr. Martin lives in Bloomington, Indiana, which is the location of one of our newest loan production offices.

Mr. Martin has extensive knowledge and experience in the automotive industry, which includes floor plan and indirect lending. As a businessman and entrepreneur involved in a variety of business ventures, Mr. Martin provides the Board with valuable insight into industries and markets in which we and our clients do business. His past service on the board of a financial institution provides additional perspectives concerning issues addressed by our Board.

William J. Voges, Age 68

Mr. Voges joined the Board in 2008 and is the Chairman of the Corporation’s Compensation and Employee Benefits Committee and serves on the Governance and Nominating Committee as well as on the Loan Committee. Mr. Voges serves on the Stetson University Board of Trustees. He serves as chairman of the board and trustee of the Root Company, a private investment company, since 2016. Prior to this, Mr. Voges served as chief executive officer and chairman of the Root Company since 1996 and as general counsel since 1990. Prior to joining the Root Company, he was a partner in the law firm of Fink, Loucks, Sweet & Voges for nine years. Mr. Voges also served on the board for Consolidated-Tomoka Land Co., a publicly traded diversified real-estate operating company (NYSE MKT: CTO), from

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2001 to 2012, where he served as chairman from 2009 to 2011 and on the audit, executive and corporate governance committees. He also has prior experience on the boards of several financial institutions. Mr. Voges received a B.S. degree in Business Administration from Stetson University and Doctor of Jurisprudence degree from Stetson University College of Law.

Mr. Voges’s past service on the boards of financial institutions provides additional perspectives of the issues facing our Board. His legal background, coupled with his leadership, audit and executive compensation experience, provides significant value on legal, governance and regulatory matters. Mr. Voges also complements the Board with his keen strategic insight.

Directors whose term expires in 2025:

W. Curtis Brighton, Age 69

Mr. Brighton joined the Board in 2004. He serves as Chairman of the Director’s Enterprise Risk Management Committees of the Corporation and the Bank. In addition, Mr. Brighton serves as a member of several Corporation and Bank committees. For the Corporation, he serves on the Audit, Enterprise Risk Management, Executive, Loan Policy and Procedures, and Loan Review Committees. For the Bank, he serves on the Enterprise Risk Management, Executive, Executive Loan, Loan, and Loan Policy and Procedures Committees. Mr. Brighton is the president and serves on the board of directors of Templeton Coal Company, Inc., a privately held company with interests in manufacturing, distribution, real estate and mineral leasing. Prior to this, he held the positions of president and general counsel for Hulman & Company, a privately held company with interests in broadcasting, motorsports entertainment, real estate and food manufacturing. He formerly was a private practice attorney for 12 years. Mr. Brighton formerly served as president and a member of the board of directors of Lynch Coal Operators Reciprocal Corporation, which was voluntarily dissolved in July 2020. Mr. Brighton has extensive experience serving as a director of not-for-profit and charitable organizations. Mr. Brighton earned a B.S. degree in Business Administration from Indiana State University and a Doctor of Jurisprudence degree from Drake University.

Mr. Brighton’s history as a private practice attorney provides the Board with an enhanced legal and regulatory perspective. As a businessman providing leadership to companies with varied commercial interests, Mr. Brighton provides insight into the industries and markets in which we and our clients do business.

Michael A. Carty, Age 72

Mr. Carty joined the Board in 2020 and serves on the Corporation’s Audit Committee as well as the Bank’s Investment, Loan, Trust and Asset Management Committees. A licensed CPA for over 30 years, Mr. Carty has vast experience and knowledge involving fiscal responsibility, auditing, accounting and banking, and has been determined by the Board to qualify as an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission (“SEC”). Mr. Carty served on the Board of Directors of Centier Bank from 2012–2016, where he served on their audit, investment, loan and compensation committees. Mr. Carty also served as the Corporation’s Senior Vice President, Secretary and Chief Financial Officer from 1976 until his retirement in 2010. Mr. Carty served on the Vermillion County, Indiana, Council from 2008 to 2020. Mr. Carty earned his B.S. degree in Accounting from Indiana State University.

Mr. Carty’s career in accounting, banking, fiscal oversight, and auditing provides the Board with expertise in those areas and his qualifications as a CPA, and as a former CFO of the Corporation, give Mr. Carty firsthand and detailed knowledge of the Bank’s customers, operations, and markets.

William R. Krieble, Age 75

Mr. Krieble joined the Board in 2009 and serves on the Bank’s Affirmative Action, Compensation and Employee Benefits, Cybersecurity, Director’s Enterprise Risk Management, Enterprise Risk Management, Loan and Community Reinvestment Act Committees. Mr. Krieble also serves on the Corporation’s Compensation and Employee Benefits, Director’s Enterprise Risk Management, Enterprise Risk Management, Affirmative Action and Cybersecurity

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Committees. Mr. Krieble retired after 41 years of service to the State of Indiana where he most recently served as the program director for the Division of Disability and Rehabilitative Services of the State of Indiana. He received his B.S. and M.S. degrees from Indiana State University.

Mr. Krieble’s years of long service to the State of Indiana provides the Board with valuable political and governmental perspectives. He has extensive history of work with charitable and human service organizations addressing human service issues including the disabled and disadvantaged.

Tina J. Maher, Age 75

Ms. Maher joined the Board in 2019 and serves on the Corporation’s Affirmative Action Committee, Audit Committee and the Bank’s Affirmative Action, Audit and Loan Committees. Ms. Maher retired from the Vigo County School Corporation. Ms. Maher is Principal of Maher Farms. Since 1985 she has maintained the financial records for Maher Law Office and Maher Farms. Ms. Maher received her B.S. and M.S. degrees from Indiana University. Ms. Maher has served on numerous not-for-profit boards and held several positions including chairperson, secretary and treasurer.

Due to our extensive farm lending program, Ms. Maher provides the Board with valuable insight regarding issues facing farmers and the agricultural industry. Also, as a female business owner, Ms. Maher provides important perspectives on women-owned businesses. She also has extensive civic and charitable service.

Ronald K. Rich, Age 85

Mr. Rich joined the Board in 2005 and serves as the Chairman of the Corporation’s Governance and Nominating Committee as well as the Corporation’s lead independent director. He is a member of the Corporation’s Compensation and Employee Benefits, Executive, Director’s Enterprise Risk Management and Enterprise Risk Management Committees. Mr. Rich also is a member of the Bank’s Compensation and Employee Benefits, Executive, Director’s Enterprise Risk Management and Enterprise Risk Management and Loan Committees. Mr. Rich formerly served as a financial representative for Northwestern Mutual Financial Network. He holds Chartered Life Underwriter and Chartered Financial Consultant designations from The American College of Financial Services.

Mr. Rich’s long service in the financial and insurance industries brings specific knowledge of matters affecting the Corporation’s insurance matters. He has served as the Corporation’s lead independent director since 2005. Mr. Rich also possesses valuable insight regarding our markets and our various client bases.

Board Composition

The Governance and Nominating Committee believes that well-functioning boards consist of a diverse collection of individuals that bring a variety of complementary skills. The Governance and Nominating Committee generally considers each director eligible for nomination in the broad context of the overall composition of our Board with a view toward constituting a Board that, as a body, possesses the demonstrated senior leadership and management experience to oversee our business. Historically the Governance and Nominating Committee sought directors that bring broad and varied skills and knowledge from retail and wholesale businesses, not-for-profits, legal, financial and government services. As illustrated by the substantial Board refreshment and as further discussed in this proxy statement’s Corporation Governance section beginning on page 23, the Board has affirmed its commitment to seeking membership with diversity of experience, qualifications, attributes, and skills.

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The following matrix summarizes the gender and demographic diversity of the Board:

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Board Meetings and Attendance

During the year ended December 31, 2022, the Board met 17 times. Each director attended more than 75% of the aggregate of (i) all meetings of the Corporation Board and Bank board held while he or she was a director and (ii) all meetings of Corporation and Bank committees on which he or she served during the period that he or she served on the committee. Although the Corporation has no formal policy on director attendance at Annual Meetings of Shareholders, they are encouraged to attend such meetings. All directors on the Board at that time attended the 2022 Annual Meeting of Shareholders.

The Board has established a number of committees that facilitate the administration and oversight of the Corporation. Among these committees are the Governance and Nominating, Audit, and Compensation and Employee Benefits Committees.

The following matrix indicates the composition of those committees as of the date of this proxy statement. Our Directors’ primary qualifications and attributes are also highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each Director’s skills or contributions to the Board.

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Governance and Nominating Committee. Members consist of Gregory L. Gibson, Ronald K. Rich (Chairman), Paul J. Pierson, William J. Voges, and James O. McDonald. The Board has determined that Messrs. Gibson, Rich, Pierson, Voges and McDonald are independent under the rules of the NASDAQ Global Select Market. The Governance and Nominating Committee met three times during 2022.

The primary objectives of the Governance and Nominating Committee are to assist the Board in developing and recommending corporate governance policies and guidelines for the Corporation in addition to identifying, evaluating and nominating persons for election to the Board and appointment to the committees of the Board. A copy of the Governance and Nominating Committee Charter is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Audit Committee. Members consist of W. Curtis Brighton, Thomas T. Dinkel (Chairman), Tina J. Maher, Mark J. Blade, and Michael A. Carty. The Board has determined that Messrs. Brighton, Dinkel, Carty, Blade and Ms. Maher are independent under SEC Rule 10A-3 and the rules of the NASDAQ Global Select Market, and that Mr. Carty qualifies as an “audit committee financial expert” as defined by the rules of the SEC. The Board has further determined that each member of the Audit Committee is financially sophisticated under the applicable NASDAQ rules. The Board selected the members of the Audit Committee based on the Board’s determination that they are fully qualified to monitor the performance of management, the public disclosures by the Corporation of its financial condition and performance, our internal accounting operations and our independent registered public accountants. The Audit Committee met four times during 2022.

The primary objectives of the Audit Committee are to assist the Board in its oversight of the following matters:

In addition, among other responsibilities, the Audit Committee reviews the Corporation’s accounting functions, the adequacy and effectiveness of the internal controls and internal auditing methods and procedures. A copy of the Audit Committee charter is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Compensation and Employee Benefits Committee. Members consist of William R. Krieble, Thomas C. Martin, Ronald K. Rich, and William J. Voges (Chairman). The Board has determined that Messrs. Krieble, Martin, Rich and Voges are independent under the rules of the NASDAQ Global Select Market. The Compensation and Employee Benefits Committee met five times during 2022.

The primary objective of the Compensation and Employee Benefits Committee is to review and approve the Corporation’s compensation strategy and the compensation of our executive officers and senior management. In addition, among other responsibilities, the Compensation and Employee Benefits Committee establishes guidelines and oversees the administration of executive compensation plans and arrangements, as well as certain employee benefit plans. A copy of the charter of the Compensation and Employee Benefits Committee is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

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amounts under this plan and those directors who have attained age 65 received payments attributable to previously deferred amounts under the plan in the following amounts: Mr. Brighton – $59,642, Mr. Dinkel – $54,000, Mr. Krieble – $10,363, and Mr. Voges – $21,818.

The Board believes that directors more effectively represent the Corporation’s shareholders if they are shareholders themselves. Therefore, the Board has adopted stock ownership guidelines applicable to all directors, other than Norman L. Lowery, President and CEO, and Norman D. Lowery, COO, who are subject to the stock ownership guidelines for executive officers discussed under “Compensation Discussion and Analysis.” Under the guidelines, directors must own a number of shares of the Corporation’s common stock equal in value to three times their annual Corporation retainer for services as a director. Additionally, directors may not dispose of shares of Corporation stock until they have satisfied the guidelines. Directors are expected to be in compliance with the stock ownership guidelines not later than five years after the date of their initial election or appointment as a director of the Corporation. In the case of individuals who were directors when the current guidelines became effective, compliance was required by February 21, 2017. All of our non-employee directors have met their stock ownership levels under these guidelines except for Messrs. Blade and Carty who were appointed as directors November 17, 2020, and Ms. Jensen, who was appointed as a director November 16, 2021, each of whom has five years from the date of their appointment to satisfy the guidelines.

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The Articles of Incorporation provide that a contract or transaction between the Corporation and any of the persons described above is valid for all purposes if the material facts of the contract or transaction and the director’s interest were disclosed or known to the Board, a committee of the Board with authority to act thereon or the shareholders entitled to vote thereon and the Board, such committee or such shareholders authorized, approved or ratified the contract or transaction.

The Code of Business Conduct and Ethics provides that directors, officers and employees of the Corporation must make business decisions for the Corporation free of conflicting influences. Such persons are expected to avoid situations that may lead to real or apparent material conflicts between such person’s self-interest and such person’s duties or responsibilities as a director, officer or employee of the Corporation. The Chief Compliance Officer is responsible for annually reaffirming compliance with the Code of Business Conduct and Ethics by the directors, officers and employees of the Corporation.

Certain family relationships exist among the executive officers of the Corporation. Norman L. Lowery (the Chairman, President and Chief Executive Officer of the Corporation and the Bank) is the father of Norman D. Lowery (Director and the Chief Operating Officer of the Corporation and the Bank). There are no arrangements or understandings between any of the directors and executive officers pursuant to which any of them has been selected for their respective positions.

A son of Norman D. Lowery is employed by the Bank as a senior attorney, and Mr. Lowery’s wife is employed by the Bank as Vice President, Director of Branch Banking. In such capacities, each has received salary, benefits and other compensation since January 1, 2022 in excess of $120,000. In each case, such amounts are consistent with that of similarly situated employees with equivalent qualifications and responsibilities, and their compensation terms are established independent of their familial relationships. A son of Richard J. Shagley is a partner in a law firm that, during 2022, received approximately $246,475 in legal and contingency fees for collections cases and other litigated matters from the Bank.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The name, age, position and business experience of each named executive officer who is not a member of the Board is described below:

Rodger A. McHargue, Age 61

Mr. McHargue is the Chief Financial Officer of the Corporation and the Bank and also the Secretary and Treasurer of the Corporation, serving since 2010. He joined the Corporation in 1994. He received a B.S. degree in Economics and Finance from Indiana State University and a Master of Business Administration degree from Indiana State University. He is also a graduate of the ABA Stonier Graduate School of Banking.

Steven H. Holliday, Age 62

Mr. Holliday is the Chief Credit Officer of the Corporation and the Bank, serving since 2012. Prior to joining the Corporation, Mr. Holliday was a Senior Vice President and Commercial Lending Executive at Old National Bancorp. Mr. Holliday received his B.S. degree in Business from Indiana State University and a Master of Business Administration degree from the University of Illinois. He holds a Credit Risk Certification designation through The Risk Management Association and is a graduate of Southern Illinois University School of Banking.

Mark A. Franklin, Age 44

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              Mr. Franklin is the Chief Lending Officer of the Corporation and the Bank, serving since February 2022.  He joined the Bank in January 2020 as Senior Commercial Lending Executive for the Indianapolis Region.  Prior to joining the Bank, he served as a Region President for German American Bank from February 2009 to December 2019.  He received a B.S. degree from the University of Southern Indiana and an M.A. degree from Ball State University.  He is a graduate of the ABA Stonier Graduate School of Banking and holds a Credit Risk Certification designation through The Risk Management Association. 

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CORPORATE GOVERNANCE

General

The Corporation aspires to the highest ethical standards for its employees, officers and directors and remains committed to the interests of its shareholders. The Corporation believes it can achieve these objectives with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. To maintain a level of corporate governance that is commensurate with contemporary risks, the Board updated various policies, procedures and committee charters in 2020, which are reaffirmed annually, including, but not limited to, the Code of Business Conduct and Ethics, Governance Guidelines, Information Security Policy and Procedures, Insider Trading Policy, Audit Committee Charter, Compensation and Employee Benefits Committee Charter and the Governance and Nominating Committee Charter. Certain of these governance documents are discussed below.

Consideration of Director Candidates

Pursuant to our Corporate Governance Guidelines, the Board is formally committed to seeking individuals of high personal and professional integrity who have the characteristics, skills, and experiences to meaningfully contribute to sound business leadership of the Corporation. The Board values diverse perspectives and believes varied skills, knowledge and experiences contribute to robust discussions and thorough analysis of matters presented at its meetings.

To this end, the Board has tasked the Governance and Nominating Committee with ongoing consideration of the evolving needs of the Board as it searches for candidates who will fill any current or anticipated gaps. The Governance and Nominating Committee evaluates the entirety of each candidate’s credentials and consideration must be given to at least the following qualifications:

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The Governance and Nominating Committee must ensure that the initial list of candidates from which new nominees are chosen includes qualified individuals with a diversity of race, ethnicity and/or gender. With respect to directors who are nominated for re-election, the Governance and Nominating Committee also considers such director’s previous contributions to the Board.

In keeping with the Board’s directives, over the past three years, the Governance and Nominating Committee led a substantial effort to refresh the Board’s membership. As a result, nine new directors were added to the Board, including one who was added in 2021. These new members bring to the Board gender and racial diversity and, with backgrounds in law, the military, agriculture, education, the automobile industry, government, public relations, and financial services, these new directors complement the Board’s prior-existing qualifications.

Board Leadership Structure and Lead Independent Director

Our Board regularly reviews and assesses the effectiveness of our leadership structure and will implement any changes as it deems appropriate.

Our Corporate Governance Guidelines do not have a fixed policy regarding the separation of the offices of Chairman and Chief Executive Officer, which provides the Board with flexibility to react to evolving circumstances and

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select from time to time the Board leadership structure it deems to be in the best interests of the Corporation and its shareholders.

Norman L. Lowery serves as Chairman of the Board and Chief Executive Officer. The Board has appointed the Chairman of our Governance and Nominating Committee, Ronald K. Rich, to serve as our Lead Independent Director to preside at all meetings of the independent directors. As Lead Independent Director, Mr. Rich acts as a liaison between the Board and the Chief Executive Officer. He also develops the agendas for the executive sessions of the Board. Mr. Rich has served in this capacity since 2005.

Risk Oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing management of the Corporation’s risks. The Board regularly reviews information regarding the Corporation’s financial results, operations and liquidity, as well as the risks associated with each.

Audit Committee

The Audit Committee oversees management of the Corporation’s financial risks, including the oversight of our internal audit function, our internal controls over financial reporting and our disclosure controls and procedures and our management of potential conflicts of interest.

Compensation and Employee Benefits Committee

The Compensation and Employee Benefits Committee is responsible for overseeing the management of risks relating to the Corporation’s executive compensation plans and arrangements. Among other things, this committee oversees the administration and operation of retirement, ESOP and 401(k) plans as well as the performance-based Amended and Restated 2011 Omnibus Equity Incentive Plan (“LTIP” or “2011 EIP”) and the 2011 Short-Term Incentive Compensation Plan (“STIP” or “2011 STIP”).

Governance and Nominating Committee

The Governance and Nominating Committee manages risks associated with the independence of the Board, succession planning, and strategic and reputation risks associated with the Corporation’s governance structure. To this end, the committee is tasked with monitoring and advising on the implementation and operation of the Corporation’s Code of Business Conduct and Ethics as well as the Corporate Governance Guidelines, which were updated in November 2020 and are reaffirmed annually, to include a formalized commitment to seek Board candidates that represent racial, ethnic and gender diversity. Additionally, to monitor for risk associated with environmental, social or governance programs, the Governance and Nominating Committee Charter, which was also updated in November 2020 and is reaffirmed annually, requires a periodic review of ESG initiatives and strategy.

Enterprise Risk Management

The Director’s Enterprise Risk Management Committee and the Enterprise Risk Management Committee advise and assist the Board in its oversight and management of enterprise risk. These committees receive regular reports from management and meet no less frequently than quarterly to discuss matters relating to the management of the various components of enterprise risk, including credit, interest rate, liquidity, compliance, technology, transaction, reputation and strategic risks. The Director’s Enterprise Risk Management Committee is composed of W. Curtis Brighton (Chairman), William R. Krieble, Thomas C. Martin, Paul J. Pierson, Ronald K. Rich, and Richard J. Shagley, all of whom are responsible for, by way of example not limitation, coordinating risk management issues with other Board and management-level committees as well as establishing and maintaining effective policies, procedures and practices for identifying, measuring and mitigating enterprise risk. Our management-level Enterprise Risk Management Committee is composed of the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Credit Officer, Chief Lending Officer, Chief Risk Officer (Chairman), Chief Compliance Officer, Director of Branch Banking,

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Chief Information and Operations Officer, Chief Information Security Officer, General Counsel, Director of Human Resources, Director of Internal Audit, Loan Review Manager, Security Officer, and Senior Operations Manager.

Cybersecurity

The Corporation’s and the Bank’s Cybersecurity Committees, which are led by the Chief Information Security Officer (“CISO”), evaluate and oversee the management of risks relating to our information technology infrastructure and oversee implementation of the Corporation’s Information Security Program. Members of these committees include Messrs. Dinkel, Krieble and McDonald, Ms. Jensen, independent members of the Board, as well as Norman L. Lowery, our Chief Executive Officer and Board member and Norman D. Lowery, our Chief Operating Officer and Board member, and members of the Incident Response Team, which is a multi-departmental group responsible for addressing unauthorized use or access to confidential information in accord with the Corporation’s Incident Response Plan. Since November 2020, the Corporation and the Bank have operated under a single, integrated Information Security Policy to enhance our cybersecurity efforts. Under the Information Security Policy, the CISO continues to report directly to the Board no less than quarterly regarding cybersecurity threats, technology-related community outreach and internal cyber defenses, including, but not limited to, the results of independent third-party and internal information security audits, associate training, regular newsletters, penetration testing and other breach-prevention efforts. In addition, the CISO reports to the Board annually, providing a retrospective cybersecurity briefing of the previous year. The Corporation has procured cyber liability insurance, regularly trains associates and provides community outreach regarding cybersecurity precautions and threats and annually audits the Information Security Program.

Community Reinvestment and Fair Lending

The Corporation’s and the Bank’s CRA and Fair Lending Committees are integral to balancing sustainability efforts with safe and sound business practices. The CRA Committee evaluates and oversees the management of risks relating to our compliance with the Community Reinvestment Act. The Bank’s Fair Lending Committee evaluates and oversees the management of risks relating to our lending policies and practices, including compliance with federal fair lending laws and regulations.

While each committee is responsible for evaluating certain risks and overseeing the management of these risks, the entire Board is regularly informed about such risks through committee reports.

Director Independence

The Board has determined that all current members of the Board except Norman L. Lowery, Norman D. Lowery, and Richard J. Shagley are independent, as independence is defined under the listing standards of the NASDAQ Global Select Market applicable to the Corporation. Following each Board meeting, the Board holds executive sessions, with and without the Chief Executive Officer. The Independent Directors also met four times during 2022.

The Board has adopted Corporate Governance Guidelines containing general principles regarding the functions of the Board and its committees. The Governance and Nominating Committee periodically reviews the Corporate Governance Guidelines and will recommend changes to the Board as it deems appropriate. A copy of the Corporate Governance Guidelines is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

We have a Code of Business Conduct and Ethics that applies to all the Corporation’s directors, officers, and employees, including its principal executive officer, principal financial officer, principal accounting officer and controller. The Corporation discloses any amendments to the Code of Business Conduct and Ethics by posting such amendments on its website. In addition, any waivers of the Code of Business Conduct and Ethics for directors or executive officers of the Corporation will be disclosed in a report on Form 8-K filed with the SEC. Consistent with

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historical performance, there were no waivers in 2022. A copy of the Code of Business Conduct and Ethics is available on the Corporation’s website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

Anti-Hedging and Anti-Pledging Policy

Hedging and similar monetization transactions by a director or an executive officer can lead to a misalignment between the objectives of that director or executive officer and the objectives of our shareholders. Accordingly, all directors, officers and employees are prohibited from engaging in hedging or monetization transactions with respect to the securities of the Corporation. In addition, our Insider Trading Policy includes an anti-pledging provision to further align interests of leadership, associates, and shareholders.

Any shareholder who desires to contact the Chairman of the Board, the Lead Independent Director or the other members of the Board or who desires to make a recommendation of a director candidate for consideration by the Governance and Nominating Committee, may do so electronically by sending an email to the following address: directors@ffc-in.com. Alternatively, a shareholder can contact the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board by writing to: First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808. Communications received electronically or in writing are distributed to the Chairman of the Board, Lead Independent Director, Chairman of the Governance and Nominating Committee or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received. For example, if any complaints regarding accounting, internal accounting controls and auditing matters are received, then they will be forwarded by the Secretary to the Chairman of the Audit Committee for review.

For further information, including electronic versions of our Corporate Governance Guidelines, Code of Business Conduct and Ethics, Audit Committee Charter, Compensation and Employee Benefits Committee Charter and Governance and Nominating Committee Charter, please contact the Secretary of the Corporation, Rodger A. McHargue, First Financial Corporation, One First Financial Plaza, P.O. Box 540, Terre Haute, Indiana 47808, (812) 238-6000 or visit our website at www.first-online.bank on the “Investor Relations” page of the website under the link “Governance Documents.”

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EXECUTIVE SUMMARY

Our 2022 Performance

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2022 was a year of records for First Financial Corporation. Net income of $71.1 million was the highest ever recorded. Net interest income was also the highest ever recorded at $165.0 million. Total loans topped $3.0 billion for the first time during the year and ended the year at $3.07 billion, an 8.9% increase from 2021. During 2022, we announced a branch consolidation strategy, demonstrating our commitment to balancing continued growth and operational efficiency. We believe we are well-positioned to grow long-term shareholder value. Financial highlights included:

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Shareholder Engagement and 2022 Say-on-Pay Vote

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In 2022, the say-on-pay vote regarding our executive compensation program received the support of 81.4% of the total votes cast at our Annual Meeting. We did not conduct shareholder outreach in 2022 in the same manner as we did in 2021 and 2020. We did have conversations with current and prospective investors regarding our business and performance from time to time. We did not receive any comments or hear any concerns on the design of our executive compensation programs in those conversations. We plan to maintain an open dialogue with our shareholders to help ensure that we have ongoing and current information on investor perspectives.

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Strong Compensation Pay Policies & Practices

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Our executive compensation program is grounded in the following policies and practices, which promote sound compensation governance, enhance our pay-for-performance philosophy and further align our executives’ interests with those of our shareholders:

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2022 Compensation Actions

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As further detailed on pages 34 through 40, the Compensation Committee took the following actions concerning the 2022 compensation of our CEO and other NEOs:

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The STIP and LTIP performance measures selected by the Committee tie to execution of those operational and strategic matters critical to building shareholder value. Target performance levels were established by the Committee at amounts requiring stretch performance relative to the Corporation’s Board-approved Corporation-wide, Bank and department budgets and strategic plans for 2022. These budgets and plans were developed following a rigorous process which took into account our business plans and market conditions at the beginning of 2022.

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2022 CEO Compensation At-A-Glance

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Our CEO’s target total direct compensation (base salary, STIP and LTIP) for 2022 was essentially unchanged relative to his target total direct compensation for 2021. However, our CEO’s awarded compensation for 2022 was approximately 12.65% higher than his awarded compensation for 2021 due to:

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Effect of Changes in Pension Value on Year-to-Year Changes in Reported Compensation

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The total compensation of the CEO (base salary, STIP, LTIP, change in pension value and nonqualified deferred compensation earnings, and all other compensation), as reported in the Summary Compensation Table on page 44, is down substantially in 2022 from the prior two years as there was no increase in the actuarial value of accumulated retirement benefits under our long-standing pension plans.

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Total Direct Compensation and Its Components

To encourage our NEOs to execute our business plan and create shareholder value, we seek to align each executive’s compensation with our short-term and long-term financial goals. We focus on total direct compensation, which is the sum of base salary, short-term incentives, and long-term equity-based incentives. Our total direct compensation is weighted heavily toward results, with a substantial portion of direct total compensation “at risk.”

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The following table shows the principal components of total direct compensation, each one contributing to the accomplishment of our compensation program goals:

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Pay Mix

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The charts below show the target total direct compensation of our CEO and our other NEOs for fiscal year 2022. These charts illustrate that a large portion of NEO total direct compensation is variable for our CEO (51.6%) and for our other NEOs (an average of 42.9%).

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THE PROCESS FOR SETTING EXECUTIVE COMPENSATION

Role of the Compensation and Employee Benefits Committee

The Compensation Committee is responsible for determining our executive compensation philosophy and the establishment, implementation and monitoring of our executive compensation program. The Committee is composed entirely of independent Directors as determined under the rules of the NASDAQ Global Select Market. Each year, the Compensation Committee reviews our executive compensation program to assure that the program and the compensation for each NEO are consistent with our compensation philosophy and, specifically, that a substantial portion of our NEOs’ compensation is paid only if pre-established, objective performance goals are met or exceeded. In exercising its duties, the Committee considers all elements of our executive compensation program, as well as individual performance, Corporation and Bank performance and market compensation considerations. The Compensation Committee determines the appropriate allocation of each NEO’s potential compensation among base salary, short-term incentive compensation, long-term incentive compensation and other components. Based on our strategic plan and budget, the Committee sets the appropriate goals and measures under the STIP and LTIP and communicates those goals and measures to covered NEOs in February.

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Each year, the Compensation Committee also reviews our performance compared to short-term and long-term objectives, reviews our executive officer pay practices, evaluates risks associated with our executive compensation program and approves all awards under our short-term and long-term incentive plans. The Committee reports its decisions to the Board.

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Selecting Performance Measures and Establishing Performance Goals

In analyzing financial measures and determining the performance goals for the year, the Compensation Committee spends significant time reviewing the Corporation’s Board-approved annual strategic plan and budget. The Committee then selects performance measures determined to be important to the Corporation’s, the Bank’s or a department’s successful execution of the strategic plan and performance to meet or beat the budget for the coming year. The Committee then establishes the performance goal for each performance measure based on the anticipated business levels and initiatives underlying the strategic plan and budget. The performance goals are intended to be stretch goals which are achievable through sustained execution of the strategic plan and without subjecting the Corporation to undue risk.

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The Committee assigns weights to each of performance measures, with areas of focus for achieving greater overall performance assigned higher weightings. To focus management on sustaining its continued, disciplined execution and continuing earnings growth, more weight was assigned to income and expense-related measures.

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Our current STIP performance measures focus on net income and efficiency, and our LTIP performance measures focus on earnings per share, return on average assets, return on average equity and tangible book value. We believe these measures, which are within management’s control, most closely align management with the interest of shareholders. These fundamental measures have the greatest long-term controllable influence on share price.

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Role of Management

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Each year, prior to any adjustments in compensation, our CEO provides the Compensation Committee with a review of our strategic and financial performance and the compensation and performance of all NEOs other than himself. The CEO may make recommendations regarding the compensation of those NEOs to the Committee for review and approval. The Committee generally requests information relevant to its determinations from Corporation personnel, including our Chief Financial Officer. However, no NEO other than our CEO attends Committee meetings. The Committee invites our CEO to attend its meetings at which it discusses the compensation of NEOs; however, our CEO does not attend the portion of Committee meetings at which his compensation is discussed. The Corporation’s Human Resources Management provides information and other support to our CEO and the Committee in connection with the Committee’s deliberations.

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Role of Outside Consultants

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The Compensation Committee is authorized to retain its own advisors. For 2022, the Committee retained Pearl Meyer to serve as its independent compensation consultant. The Committee chose Pearl Meyer based upon the firm’s strong experience and reputation in working with banking organizations. Under its engagement letter, Pearl Meyer acknowledged that the firm was retained by and performs its services for the Committee. The Committee reviewed information provided by Pearl Meyer and did not identify conflicts of interest relating to Pearl Meyer’s work for the Committee. In performing work for the Committee, Pearl Meyer interacts with management as part of the process for developing information and data required by the Committee. Pearl Meyer has advised the Committee that our executive compensation program is generally aligned with market practice and that total cash compensation (base salary and STIP awards) and total direct compensation (base salary, STIP and LTIP awards) approximates the peer group median.

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The Compensation Committee, Pearl Meyer and management believe these companies represent a good cross-section of similarly sized financial institutions which, like us, operate significant branch networks outside of metropolitan areas.

In its review, Pearl Meyer also found the design of the Corporation’s executive compensation program to be generally consistent with market best practices and the design of the peers. Pearl Meyer noted that the total direct compensation of our NEOs approximates market median levels. The market median levels developed by Pearl Meyer reflected data from the peer group, as well as published compensation data. The Compensation Committee reviews market data in establishing compensation levels, but it does not tie its determinations to a particular benchmark.

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2021 NEO COMPENSATION

Elements of Compensation

Base Salary. Base salary is a fixed component of total cash compensation. The Compensation Committee attempts to set base salaries for a particular executive position at a level that recognizes the executive’s contributions and importance to the organization and will facilitate the attraction and retention of a skilled management team.

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The starting point for determining any adjustments to a NEO’s base salary is the increase in the Corporation’s annual salary pool approved by the full Board. Individual base salary increases for all employees, including the NEOs, are awarded as allocations from that salary pool. In establishing the amount of the pool, the Compensation Committee and the Board consider general economic conditions (such as inflation and recessionary factors), the performance of the Corporation and the Bank and other sources of information.

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The Compensation Committee adjusts the base salary of a NEO after reviewing his or her performance over the past fiscal year. The Committee’s review focuses on the NEO’s attainment of pre-determined, objective performance goals, supervisory skills, dependability, initiative, skill level and overall contribution to the Corporation. The Committee considers all of these factors as a whole, without giving a pre-established weighting to any particular factor and determines any adjustment to the NEO’s base salary. In addition, the Compensation Committee considers the base salaries of our NEOs relative to benchmarking data and recommendations provided by its independent compensation consultant, Pearl Meyer.

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The Compensation Committee approved base salary increases of 3.0% for all the NEOs, except for Mr. McHargue, who received a base salary increase of 6% to better align his salary with the market, as shown in the table below.

*Mr. Franklin was appointed Senior Vice President, Chief Lending Officer in February 2022, and his base salary for 2022 was increased to reflect his promotion and new position.

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Short-Term Incentive Compensation. The Compensation Committee makes annual incentive awards to the NEOs and other management employees pursuant to the STIP. Each year, the Committee establishes and approves the

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target award levels for each NEO, performance goals for various Corporation, Bank or departmental performance measures, and the relative weight accorded to each performance goal.

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Target Award Levels. The target award amounts for 2022 are set forth in the following table. The target award amounts, as a percentage of base salary, were unchanged from 2021 and approximate the benchmarked market median.

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*Mr. McHargue’s Target Award Level of 35% is applied to his total annual base compensation of $328,768, which comprises his base salary of $323,468 and subsidiary board fees of $5,300.

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Performance Goals, Measures, and Scorecard Results. The STIP uses a “scorecard” approach. Here is how it works:

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The Committee may adjust Corporation or Bank results when determining the percentage of the target performance achieved. For 2022, management recommended that the Committee adjust the Corporation’s and Bank’s net income results by excluding $2.5 million of excess income from a bank-owned life insurance death benefit. The Committee approved the adjustment which lowered the Corporation’s and the Bank’s performance results for all net income-based performance measures (net income, efficiency ratio, return on assets and return on equity) applicable to the 2022 STIP awards and LTIP awards.

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For our CEO, Mr. Norman L. Lowery, the performance measures were Corporation-wide net income and efficiency ratio, weighted 60% and 40%, respectively. The Committee determined that these Corporation-wide performance measures were appropriate in light of Mr. Lowery’s position as our CEO and the Corporation’s strategic plan to continue to drive net income and manage expenses across the entire Corporation. The net income target reflected 103% of the Corporation’s budget.

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The table below sets forth Mr. Lowery’s performance measures, target performance goals, results and levels of achievement against the goals, weightings and resulting scores. The result and level of achievement for each measure set forth in the table is based on the adjusted (reduced) net income approved by the Committee.

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Mr. Norman L. Lowery: 2022 Scorecard

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For our other NEOs, the performance measures selected by the Committee were tied to Bank and/or departmental performance and the NEOs’ area of responsibility. For each of these NEOs, substantial weighting was given to the net income, efficiency ratio and departmental controllable expenses performance measures to reinforce the strategic focus on net income and expense control. The net income target reflected 103% of the Bank’s budget. Additional performance measures applicable to our Chief Credit Officer, Mr. Holliday, and Chief Lending Officer, Mr. Franklin, related to loan growth and asset quality. The tables below set forth the performance measures and their respective target performance goal, results, levels of achievement against the goals, weightings and resulting scores for each of the other NEOs. The result and level of achievement for each of the net income and efficiency ratio performance measures set forth in the tables are based on the adjusted (reduced) net income approved by the Committee.

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Mr. Rodger A. McHargue: 2022 Scorecard

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2022 STIP Payouts. The NEOs were awarded the following STIP awards based on their overall scorecard results as follows:

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Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points.

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*Mr. McHargue’s Target Award Level of 35% is applied to his total annual compensation of $328,768, which comprises his base salary of $323,468 plus subsidiary board fees of $5,300.

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Long-Term Incentive Compensation. The size of each LTIP award made to our NEOs depends on two key factors: 1) the NEO’s target award level, which is stated as a percentage of base salary; and 2) the Corporation’s or Bank’s performance during the preceding three years measured against the goals established by the Compensation Committee.

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The performance-based LTIP awards are made in restricted stock having a grant date value equal to the LTIP award earned. The restricted stock vests in three equal installments beginning on December 31 of the year of the grant and the following two years. The Compensation Committee believes the use of performance criteria for determining the size of the LTIP award, followed by a three-year vesting schedule, reinforces both the long-term incentive and retention purposes of the LTIP award while establishing an appropriate balance of risk and incentive.

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Target Award Levels. The LTIP award target for awards granted in February 2023 based on performance through 2022 are set forth in the table below. In aggregate, these target award amounts, as a percentage of base salary, are aligned with the market median, but vary above or below median on an individual basis.

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Performance Measures. For the three-year performance period ending December 31, 2022 (“2020–2022 performance period”), the Compensation Committee continued to use the following performance measures on which to base the amount of the LTIP awards: return on average assets, return on average equity, tangible book value and earnings per share (“EPS”). The Committee believes sustained performance in each of these measures should generate long-term value and use of these measures serves to further align the interests of management with our shareholders.

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The Compensation Committee establishes a performance goal for each of these measures based on the Corporation’s and Bank’s strategic plan and budgets and weights the goals based on the Committee’s assessment of the relative importance of the measure to overall shareholder value. The scores with respect to each performance measure are determined in a similar manner to the way scores are determined under the STIP. The amount of a NEO’s LTIP award is based on the overall score achieved and the NEO’s LTIP award target. The maximum overall score is 150% and maximum award is 150% of target for the Chief Executive Officer. The maximum overall score for the Chief Financial Officer, Chief Operating Officer, Chief Credit Officer and Chief Lending Officer is 125% and the maximum award is 125% of target. No LTIP award is earned if the overall score is below 80%.

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The amount of LTIP earned for the 2020–2022 performance period by each NEO reflects both the target award opportunity for each NEO and the overall performance result. In accordance with SEC disclosure rules, the LTIP award based on performance through December 31, 2022, and granted in February 2023 will be reported in the 2024 proxy statement.

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For our CEO, Mr. Norman L. Lowery, the performance measures relate to Corporation-wide performance. The table below sets forth Mr. Lowery’s performance measures and their respective target performance goals, results (based on the Committee-approved adjusted amounts), levels of achievement against the goals, weightings and resulting scores for the LTIP awards granted in February 2023 based on performance through the end of 2022. The result and level of achievement for each of the performance measures set forth in the table (other than tangible book value) are based on the adjusted (reduced) net income approved by the Committee.

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The performance measures for the other NEOs, other than tangible book value and EPS, are tied to Bank performance. The result and level of achievement for each of the performance measures set forth in the table (other than tangible book value) is based on the adjusted (reduced) net income approved by the Committee.

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2020–2022 LTIP Grants. The NEOs earned the following LTIP awards based on their overall scorecard results as follows:

Note: Figures may not calculate exactly due to rounding of scorecard results in the table to two decimal points.

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OTHER PRACTICES, POLICIES & GUIDELINES

Retirement Benefits

We believe retirement and other post-employment benefits can be a powerful motivational tool for attracting and retaining key executives, including the NEOs.

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Our three qualified retirement plans are the First Financial Corporation 401(k) Savings Plan (“Savings Plan”), the First Financial Corporation Stock Ownership Plan (“ESOP”) and the First Financial Corporation Employees’ Pension Plan (“Pension Plan”).

Savings Plan. The Savings Plan allows eligible employees to contribute a portion of their compensation on a before-tax basis. Participants may direct the investment of their plan accounts among a diversified range of investment options. For those participants who are not eligible for future benefit accruals under the Pension Plan, the Corporation may, in its discretion, match the participant’s contributions (up to 4% of compensation) and make non-matching contributions.

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ESOP. The Corporation and its participating subsidiaries and affiliates may make contributions to the ESOP in the form of Corporation stock or cash to be invested primarily in Corporation stock. The amount of any contributions is determined by the Board of the Corporation. The value of a participating employee’s benefit under the ESOP depends on the value of the shares of Corporation stock and any other amounts allocated to his or her account.

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Pension Plan. The Pension Plan is a defined benefit plan that provides each participant with a benefit based on the participant’s compensation and service, which is then offset by the value of the participant’s benefit under the ESOP. This type of arrangement is commonly referred to as a floor-offset arrangement. Future accruals under the Pension Plan were frozen for participants at the end of 2012, except for certain long-service, retirement-eligible or other employees who were grandfathered at that time. Each of our CEO and other NEOs, other than Mr. Holliday and Mr. Franklin, continue to accrue benefits under the Pension Plan.

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Internal Revenue Code limits on the amount of benefits that may be earned under qualified plans can result in highly paid individuals, such as our executive officers, including the NEOs, receiving a substantially lower benefit (as a percentage of compensation) than other participating employees. We have adopted nonqualified retirement plans to make up for these benefit reductions. Information relating to qualified and nonqualified plans accompanies the “Pension Benefits” table on page 46 and the “Nonqualified Deferred Compensation” table on page 47.

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Employment Agreements

We have entered into employment agreements with each of our NEOs. We entered into these agreements to be consistent with competitive practice, as the use of such agreements is commonplace among financial institutions like ours. Our employment agreements have a fixed, two-year term which may be extended annually by the Committee. Additional information regarding the employment agreements can be found under “Executive Compensation—Employment Agreements” on pages 47 to 50.

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Perquisites

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The Corporation provides limited perquisites to executive officers; however, it does sponsor a life insurance program for the NEOs of the Bank. Under the life insurance program, the Bank purchased a whole life insurance policy on behalf of, and pays the premiums on behalf of, each executive officer of the Bank.

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Assessment of Incentives for Excessive Risk-Taking

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Each year, the Compensation Committee evaluates the material operational risks to the Corporation, which include credit, interest rate, liquidity, reputation, compliance and transaction risk as well as the added potential for loss that could result from any of our compensation programs. The Committee also charges the Corporation’s General

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Auditor with performing a risk assessment of the incentive compensation program. Based on a review of these risks and the report of the General Auditor, the Committee has determined that the Corporation’s compensation arrangements and policies do not encourage excessive risk-taking.

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Share Ownership and Retention Guidelines

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Share ownership and retention guidelines help to foster a focus on long-term growth. The Board has adopted stock ownership guidelines applicable to our NEOs. Under those guidelines, our CEO is required to own a number of shares of the Corporation’s common stock equal in value to $500,000 and other NEOs are required to own a number of shares equal in value to $150,000. Except for purposes of exercising statutory diversification rights under the ESOP, our covered executives may not dispose of shares until they have satisfied the guidelines. Covered executives are expected to comply with the guidelines as soon as practicable and in no event later than five years after the date they become a covered executive. In the case of individuals who were covered executives when the guidelines became effective, compliance is required within five years of the effective date. Messrs. Norman L. Lowery, McHargue, Norman D. Lowery, and Holliday currently meet the guidelines. Mr. Franklin became a Named Executive Officer in 2022 and has until 2027 to comply with these guidelines.

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Prohibition on Hedging and Pledging

Our NEOs and directors are prohibited from engaging in hedging or monetization transactions with respect to the securities of the Corporation. In addition, our Insider Trading Policy includes a prohibition on holding Corporation securities in a margin account or otherwise pledging securities of the Corporation by our executive officers and directors.

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Executive Compensation Recovery Policy/Claw Back Policy

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We can recover or “claw back” all or a portion of an incentive compensation payment which was based on erroneous data due to our material noncompliance with any financial reporting requirement under securities laws which resulted in an accounting restatement. The claw back applies to incentive compensation described above which was paid within three years preceding the date of the accounting restatement. In that instance, the participant is required to repay the excess amount which would not have been paid to the participant but for the accounting restatement.

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Tax Deductibility Cap on Executive Compensation

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Section 162(m) of the Internal Revenue Code generally disallows a federal tax deduction to public companies for compensation in any tax year to specified executive officers to the extent that the compensation paid to such executive officer during the tax year exceeds $1 million.

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The Committee believes that tax deductibility is only one of several relevant considerations in setting compensation and that the tax deduction limitation should not be permitted to compromise the Compensation Committee’s ability to structure its compensation to provide benefits to the Corporation that outweigh the potential benefit of the tax deduction. Accordingly, the Committee has and will continue to approve compensation that is not deductible for federal income tax purposes.

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Grants of Plan-Based Awards

The following table sets forth the plan-based grants during the fiscal year ended December 31, 2022, consisting of opportunities for cash awards under the 2011 Short-Term Incentive Compensation Plan (the “2011 STIP”) and equity grants under the Amended and Restated 2011 Omnibus Equity Incentive Plan (the “2011 EIP”), which are discussed in more detail in the “Compensation Discussion and Analysis” section of this proxy statement.

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