FIRST INTERNET BANCORP (INBK)
Sector: Financials
2026 Annual Meeting Analysis
FIRST INTERNET BANCORP · Meeting: May 18, 2026
Directors FOR
2
Directors AGAINST
6
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors to Serve Until the Next Annual Meeting of Shareholders
Against Analysis
Mr. Bade has served since May 2021, giving him meaningful tenure overlapping the full underperformance period; INBK's 3-year stock return trailed the company's own compensation peer group median by 54.6 percentage points (threshold is 35pp for a stock with low positive 3-year returns), and the 5-year record is even worse at -89.6pp below peers, so the longer-term mitigant does not apply.
Mr. Becker has served as CEO and director since 1999 and bears primary accountability for the company's long-term strategic direction; INBK's stock has trailed its own peer group by 54.6 percentage points over three years (threshold: 35pp) and by 89.6 percentage points over five years, meaning the longer-term record provides no mitigation — this is sustained, multi-year underperformance under his watch as both CEO and Chairman.
Mr. Christian joined in December 2021, giving him over three years of tenure that fully overlaps the underperformance period; INBK's 3-year stock return trailed the company's own peer group median by 54.6 percentage points (threshold: 35pp), and the 5-year gap is even larger at -89.6pp, so the longer-term track record does not rescue the result.
Ms. Dee joined in December 2021, so her tenure fully overlaps the period of significant stock underperformance; with INBK trailing its own peer group by 54.6 percentage points over three years (threshold: 35pp) and by 89.6 percentage points over five years, there is no long-term mitigant available.
Mr. Keach has served as a director since 2012 and as lead independent director, making him one of the longest-tenured board members with significant accountability for overseeing company strategy and performance; INBK's 3-year stock return trailed its own peer group by 54.6 percentage points (threshold: 35pp) and the 5-year gap of -89.6pp eliminates any long-term mitigant.
Ms. Wojtowicz has served since 1998 and chairs the Audit Committee, giving her the longest tenure on the board and deep accountability for the company's governance and oversight during the underperformance period; INBK's 3-year stock return trailed its own peer group by 54.6 percentage points (threshold: 35pp) and the 5-year gap of -89.6pp shows this is not a transient shortfall but a sustained pattern of underperformance.
For Analysis
Mr. Fenech joined in 2023, which is within the past 24 months relative to the measurement period, making him exempt from the TSR underperformance trigger under our policy; no other disqualifying factors (overboarding, attendance, independence, or qualification concerns) are present.
Ms. Raines joined in 2024, which is within the past 24 months, making her exempt from the TSR underperformance trigger under our policy; no other disqualifying factors are present.
Six of eight director nominees receive AGAINST votes due to sustained, significant stock underperformance: INBK's 3-year total return trailed its own compensation peer group median by 54.6 percentage points, well above the 35-percentage-point trigger threshold applicable to a stock with low positive 3-year absolute returns, and the 5-year gap is even larger at -89.6pp below peers, eliminating the longer-term mitigant. The two newer directors — Mr. Fenech (joined 2023) and Ms. Raines (joined 2024) — are exempt from the TSR trigger because they joined within the past 24 months and have not had a reasonable opportunity to influence the outcome.
Say on Pay
✓ FORCEO
David B. Becker
Total Comp
$1,492,001
Prior Support
78%%
CEO total compensation of $1,492,001 for 2025 is significantly lower than the prior year ($1,934,751) primarily because the company paid zero cash bonuses and executives forfeited all performance-based stock awards after the company reported a net loss — this is a clear demonstration that the pay-for-performance structure actually worked as intended. The compensation program is well-structured: 60% of equity awards are performance-based with a three-year measurement period and genuine performance conditions (return on assets and nonperforming asset ratio), and the 40% time-vested portion vests over three years, meaning the vast majority of executive pay is genuinely at risk. Prior-year shareholder support was 78%, above the 70% threshold that would require a response, and the company has a meaningful clawback policy in place.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$808,725
Non-Audit Fees
$114,336
Non-audit fees (audit-related fees of $24,263 plus tax fees of $90,073, totaling $114,336) represent approximately 14% of core audit fees ($808,725), well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted; and Forvis Mazars is a large national firm appropriate for a company of INBK's size.
Overall Assessment
The 2026 First Internet Bancorp annual meeting presents three proposals: the board votes FOR on Say on Pay given a well-structured pay program that demonstrably cut executive pay in a loss year, and FOR on auditor ratification given clean fee ratios, but votes AGAINST six of eight director nominees due to sustained and severe stock underperformance — INBK's shares trailed the company's own peer group by 54.6 percentage points over three years and 89.6 percentage points over five years, with only the two newest directors (Fenech and Raines) exempt due to joining within the past 24 months.