First Financial (NASDAQ: THFF) approves new pay and terms for three senior executives

Q: What are the new base salaries for THFF’s senior executives?

Effective January 1, 2026, base salaries are $387,131 for Rodger A. McHargue, $317,228 for Stephen P. Panagouleas, and $319,307 for Mark A. Franklin. These amounts can be adjusted over time according to company determinations and applicable conditions.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

First Financial Corporation entered into new employment agreements with three senior executives of the company and its bank subsidiary, effective July 1, 2026. The agreements cover Senior Vice President and Chief Financial Officer Rodger A. McHargue, Senior Vice President and Chief Credit Officer Stephen P. Panagouleas, and Senior Vice President and Chief Lending Officer Mark A. Franklin.

Each executive is employed for an initial 24‑month term, with potential one‑year extensions at the board compensation committee’s discretion. Effective January 1, 2026, McHargue’s annual base salary is $387,131, Panagouleas’s is $317,228, and Franklin’s is $319,307, with eligibility for bonuses and standard senior management benefits.

The agreements include severance payment provisions upon certain terminations, as well as confidentiality, non‑solicitation, and non‑compete clauses. The non‑compete applies during employment and for one year afterward within a 75‑mile radius of Terre Haute for McHargue and Panagouleas and Bloomington for Franklin, reduced to 50 miles if separation is without just cause or for good reason.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CFO base salary: $387,131 per year Chief Credit Officer salary: $317,228 per year Chief Lending Officer salary: $319,307 per year +5 more

8 metrics

CFO base salary $387,131 per year Annual base salary for Rodger A. McHargue effective January 1, 2026

Chief Credit Officer salary $317,228 per year Annual base salary for Stephen P. Panagouleas effective January 1, 2026

Chief Lending Officer salary $319,307 per year Annual base salary for Mark A. Franklin effective January 1, 2026

Initial term length 24 months Initial employment term for each executive under the agreements

Non-compete duration 1 year Applies after termination of employment for each executive

Standard non-compete radius 75 miles Around Terre Haute for McHargue and Panagouleas; Bloomington for Franklin

Reduced non-compete radius 50 miles If separation is without just cause or by the executive for good reason

Effective date of agreements July 1, 2026 Date employment agreements take effect

Key Terms

non-compete, non-solicitation, good reason, emerging growth company, +1 more

5 terms

non-compete financial

"The Agreement also includes confidentiality and non-solicitation provisions, as well as non-compete provisions that prohibit the executive..."

A non-compete is a contract clause that prevents an employee, executive, or seller from working for or starting a rival business for a set time and area after leaving a company. It matters to investors because it protects the value of intellectual property, customer relationships and key personnel—like putting a temporary fence around a company’s customers and know‑how—while also creating legal and operational constraints that can affect talent mobility and deal attractiveness.

non-solicitation financial

"The Agreement also includes confidentiality and non-solicitation provisions, as well as non-compete provisions..."

A non-solicitation clause is a contractual promise that one party will not actively try to lure away another party’s employees, customers, or suppliers. For investors, it signals protection of a company’s workforce and client base after a deal or partnership—reducing the risk that key staff or revenue sources will be poached and therefore helping preserve the business’s value, predictability, and post-transaction earnings. Think of it as an agreement not to knock on a neighbor’s door to take their business or team.

good reason financial

"provided such radius shall be 50 miles in the event of employee’s separation from service by the Company without just cause or by the employee for good reason."

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

compensatory arrangements financial

"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."

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Understanding 8-K Material Events →

Available on EDGAR 06/30/2026 - 02:29 PM Accepted by SEC EDGAR 06/30/2026 - 02:28 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 29, 2026

FIRST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 0-16759

Indiana		35-1546989
(State or other jurisdiction		(I.R.S. Employer
incorporation or organization)		Identification No.)

One First Financial Plaza, Terre Haute, IN		47807
(Address of principal executive office)		(Zip Code)

(812) 238-6000
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.125 per share		THFF		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 29, 2026, First Financial Corporation (the “Corporation”) and its wholly-owned subsidiary, First Financial Bank (the “Bank”) (collectively, the “Employers”), entered into a new employment agreement (the “Agreement”) with each of, Rodger A. McHargue, Senior Vice President and Chief Financial Officer of the Corporation and the Bank, Stephen P. Panagouleas, Senior Vice President and Chief Credit Officer of the Corporation and the Bank, and Mark A. Franklin, Senior Vice President and Chief Lending Officer of the Corporation and the Bank. The Agreements are effective as of July 1, 2026, and have substantially similar terms.

Under the terms of each Agreement, the Corporation or the Bank, as applicable, have agreed to employ the executive for an initial term of twenty-four (24) months in his current position. Upon timely notice to the executive from the compensation committee of the board of directors of the Corporation, each executive’s term of employment under the agreement may be extended for additional one-year periods.

Effective January 1, 2026, for Rodger A. McHargue, Stephen P. Panagouleas, and Mark A. Franklin, each executive will receive an annual base salary set forth below, which may be increased, or under certain conditions decreased, from time to time as determined by the Corporation or the Bank, as applicable, and will participate in bonus opportunities provided to executive officers and other senior management of the Company as well as fringe benefit plans and benefits available to senior management or to employees of the Company generally.

Name Annual

Base Salary ($)

Rodger A. McHargue 387,131

Stephen P. Panagouleas 317,228

Mark A. Franklin 319,307

Each Agreement contains terms governing payments the executive would be entitled to receive in the event his employment is terminated, as follows:

●

If the executive’s employment terminates due to death, “disability” or for “just cause” (as such terms are defined in the Agreement), or if the executive voluntarily terminates his employment, then the executive will be entitled to receive the base salary, bonuses, vested rights, and other benefits due to him through the date of termination. Any benefits payable under insurance, health, retirement, bonus or other plans as a result of his participation in such plans through such date will be paid when and as due under those plans.

●

If the executive’s employment is terminated without just cause or if he terminates his employment for good reason, and such termination does not occur within 12 months after a change in control (as such terms are defined in the Agreement), then the executive will be entitled to receive an amount equal to the sum of his base salary and bonuses through the end of the then-current term of the Agreement. The executive would also receive cash reimbursements in an amount equal to the cost of obtaining all employee and other benefits that he would have otherwise been eligible to participate in or receive through the term of the Agreement.

●

If, as a result of a “change in control” (as such term is defined in the Agreement), the executive is entitled to receive an amount that is the product of 2.00 times the sum of (i) his base salary in effect as of the date of the change in control; (ii) an amount equal to the bonuses received by or payable to him in or for the calendar year prior to the year in which the change in control occurs: and (iii) cash reimbursements in an amount equal to his cost of obtaining for a period of two years, beginning on the date of termination, all benefits which he was eligible to participate in or receive. If, as a result of change in control, the executive becomes entitled to any payments that are determined to be payments subject to excise taxes under Internal Revenue Code Sections 280G and 4999, then his severance benefit will be equal to the greater of (i) his benefit under the Agreement reduced to the maximum amount payable such that when it is aggregated with payments and benefits under all other plans and arrangements it will not result in an “excess parachute payment” under Internal Revenue Code Section 280G, or (ii) his benefit under the Agreement without reduction, if such benefit results in a greater net after-tax amount after taking into account any excise taxes imposed under Internal Revenue Code Section 280G due to the benefit payment.

The Agreement also includes confidentiality and non-solicitation provisions, as well as non-compete provisions that prohibit the executive, during his employment and for a period of one year following his or her termination, from directly or indirectly competing against the Corporation or the Bank, as applicable, within a 75- mile radius of Terre Haute, Indiana, for Messrs. McHargue and Panagouleas, and Bloomington, Indiana for Mr. Franklin, provided such radius shall be 50 miles in the event of employee’s separation from service by the Company without just cause or by the employee for good reason.

The foregoing description is a summary only and is qualified in its entirety by the full text of the Agreement, which are filed as Exhibits 10.1 through 10.3 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits


(d) Exhibits Exhibit No.	Description
10.1	Employment Agreement between Rodger A. McHargue, First Financial Corporation, and First Financial Bank, N.A.
10.2	Employment Agreement between Stephen P. Panagouleas, First Financial Corporation, and First Financial Bank, N.A.
10.3	Employment Agreement between Mark A. Franklin, First Financial Corporation, and First Financial Bank, N.A.
104	Cover page interactive data file (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	First Financial Corporation

Dated June 30, 2026
	/s/ Rodger A. McHargue
	Rodger A. McHargue
	Secretary/Treasurer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did First Financial Corporation (THFF) change in this 8-K filing?

First Financial Corporation entered into new employment agreements with three senior executives. These agreements define terms of employment, base salaries, potential extensions, severance rights, and restrictive covenants such as confidentiality, non-solicitation, and non-compete obligations for each covered officer.

Which executives are covered by the new THFF employment agreements?

The agreements cover Rodger A. McHargue, Senior Vice President and Chief Financial Officer, Stephen P. Panagouleas, Senior Vice President and Chief Credit Officer, and Mark A. Franklin, Senior Vice President and Chief Lending Officer, for both First Financial Corporation and its banking subsidiary.

What are the new base salaries for THFF’s senior executives?

Effective January 1, 2026, base salaries are $387,131 for Rodger A. McHargue, $317,228 for Stephen P. Panagouleas, and $319,307 for Mark A. Franklin. These amounts can be adjusted over time according to company determinations and applicable conditions.

How long do the new THFF executive employment agreements last?

Each agreement has an initial term of twenty-four months in the executive’s current role. After this period, the term may be extended in additional one-year increments if the corporation’s compensation committee provides timely notice to the respective executive.

What non-compete restrictions apply to THFF’s executives under the new agreements?

Each executive is subject to a non-compete during employment and for one year after termination. The restriction covers a 75-mile radius of Terre Haute for McHargue and Panagouleas, and Bloomington for Franklin, reduced to 50 miles if separated without just cause or for good reason.

Do the THFF executive agreements include confidentiality and non-solicitation clauses?

Yes. The agreements contain confidentiality and non-solicitation provisions that limit executives from disclosing sensitive information or soliciting certain parties. These protections apply during employment and continue for a defined period following termination, alongside the non-compete restrictions described.

Filing Exhibits & Attachments

6 documents