DEF: First Internet Bancorp Announces 2025 Annual Meeting of Shareholders

First Internet Bancorp will hold its 2025 Annual Meeting of Shareholders virtually on May 19, 2025, to elect directors, approve executive compensation, determine the frequency of say-on-pay votes, and ratify the auditor appointment.

Summary

• First Internet Bancorp will hold its 2025 Annual Meeting of Shareholders virtually on May 19, 2025.
• Shareholders will vote on electing eight directors, approving executive compensation, determining the frequency of say-on-pay votes, and ratifying the appointment of Forvis Mazars, LLP as the independent auditor for 2025.
• The Board recommends voting for all director nominees, approving executive compensation, selecting a one-year frequency for say-on-pay votes, and ratifying the auditor appointment.
• The record date for determining shareholders eligible to vote is March 21, 2025.
• The proxy materials are available online, and shareholders can vote via the internet, telephone, or mail.
• The company's executive compensation program aims to align executive pay with company performance and shareholder value creation.
• The Compensation Committee uses a peer group of similar-sized financial institutions to benchmark executive compensation.
• The company has stock ownership guidelines for executives and directors and prohibits hedging or pledging transactions.
• The company's Compensation Recoupment Policy allows for the recovery of erroneously awarded compensation in the event of an accounting restatement.
• The company's non-employee directors receive an annual retainer in equity awards and cash payments for board and committee service.

Sentiment

Score: 8

Explanation: The document presents a positive outlook for the company, highlighting strong financial performance and growth. The Board's recommendations on voting matters are clear and well-supported. The document also demonstrates a commitment to good corporate governance and shareholder engagement.

Positives

• The company provides multiple avenues for shareholders to vote, including online, telephone, and mail.
• The company has a Compensation Recoupment Policy in place.
• The company prohibits hedging and pledging of company stock by executives and directors.
• The company's executive compensation program is designed to align executive pay with company performance and shareholder value creation.
• The company's Board is composed of a mix of tenured and newer directors, providing both experience and fresh perspectives.
• The company has stock ownership guidelines for executives and directors.
• The company's compensation committee regularly considers risks related to the attraction and retention of talent, the design of compensation programs, and succession planning.
• The company's NEOs proactively engage in outreach efforts with investors.

Risks

• The proxy statement includes forward-looking statements that are subject to risks, uncertainties, and changes in circumstances that could cause actual results to differ materially.
• The company's unique business model limits the efficacy of peer group data when evaluating executive compensation.
• The company's compensation committee must balance the goals of increasing income and net interest income with prudent credit risk management.

Future Outlook

The proxy statement contains forward-looking statements regarding future financial performance, results of operations, expectations, plans, strategies, and goals, which are subject to risks and uncertainties.

Management Comments

• David B. Becker, Chairman and CEO, invites shareholders to attend the 2025 Annual Meeting.
• The Board believes that it is most efficient and effective for a single individual to fulfill the Chairman and Chief Executive Officer roles at this time.
• The Committee believes that the Company's strong record of growth, and unique business model in the market, provide a strong foundation for the creation of shareholder value.

Industry Context

The company operates in the banking and financial services industry, competing with other banks and financial institutions for loans, deposits, and other financial services. The company's unique business model, which focuses on online banking and a national lending platform, differentiates it from traditional brick-and-mortar banks and community banks.

Comparison to Industry Standards

• The company uses a peer group of bank and financial holding companies with asset sizes ranging from $3.0 billion to $10 billion to benchmark executive compensation.
• The peer group includes companies such as Amerant Bancorp Inc., Axos Financial Inc., and Bankwell Financial Group Inc.
• The company's nonperforming assets and nonperforming loans ratios are compared to those of its peer group to assess its credit performance.
• The company's total shareholder return is compared to the S&P U.S. BMI Banks Index.

Related Party Transactions

• The Company made a $2,000,000 capital contribution in May of 2021 to become a limited partner owning less than 5.0% of the voting interests in GenOpp Financial Fund LP (the 'GenOpp Fund').
• On October 20, 2021, SPF15, Inc., a wholly-owned subsidiary of the Bank, executed a lease and management agreement (the Lease) with Monterey Grill Two LLC n/k/a Tiburon LLC (Tiburon).

Stakeholder Impact

• Shareholders will have the opportunity to vote on important matters related to the company's governance and executive compensation.
• Employees are impacted by the company's compensation policies and benefit programs.
• Customers and communities benefit from the company's commitment to small business lending and economic growth.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its 2025 Annual Meeting of Shareholders on May 19, 2025.
• The Compensation Committee will continue to monitor and evaluate the company's executive compensation program.
• The company will continue to engage with shareholders and consider their feedback on executive compensation and other matters.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, directors, shareholders, voting, governance, audit, First Internet Bancorp, INBK