1ST SOURCE CORP (SRCE)
Sector: Financials
2026 Annual Meeting Analysis
1ST SOURCE CORP · Meeting: April 23, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Long-tenured Executive Chairman with 53+ years of banking experience and deep company knowledge; SRCE's 3-year TSR of 55.9% is strong positive (>20%), requiring peer underperformance of 50pp or more to trigger a No vote, and SRCE trails the XLF sector ETF by only 3.1pp over three years — well below any threshold; familial relationship flag is noted (sons Kevin and Christopher IV also serve) but Murphy III is not classified as independent and the independence concern does not apply to a non-independent director on non-audit/comp committees.
Independent director with 46 years of financial experience and clear audit committee financial expertise; SRCE's 3-year TSR of 55.9% is strong positive and the 3.1pp underperformance vs. XLF is far below the 50pp trigger threshold, so no TSR concern applies.
Independent director with 34 years of business/financial experience; joined in 2020 and has served more than 24 months, but SRCE's strong 3-year TSR and minimal sector underperformance do not trigger any concern; qualifies as an audit committee financial expert.
CEO and executive director with 41 years of banking experience; joined the board in 2023 (less than 24 months ago relative to the 2026 meeting, exempting her from the TSR trigger); strong company performance under her leadership further supports this vote.
All four nominees are incumbents with relevant experience; SRCE's 3-year TSR of 55.9% is strong positive and trails the XLF sector ETF by only 3.1pp — far below the 50pp threshold required to trigger a No vote for any director. No overboarding, attendance, independence, or qualification concerns were identified. One familial relationship note: Christopher J. Murphy III's sons (Christopher IV and Kevin Murphy) also serve on or in management, but Murphy III is non-independent and that designation is consistent with his role. All four nominees receive a FOR recommendation.
Say on Pay
✓ FORCEO
Andrea G. Short
Total Comp
$2,190,564
Prior Support
89%%
CEO Andrea Short's total compensation of $2,190,564 is reasonable for a CEO at a $1.7B market cap financial services company with record net income of $158.3 million in 2025, and is well within the expected benchmark range for this title, sector, and market cap band. The pay program is genuinely performance-based: a meaningful portion of total compensation is variable (annual cash incentives under the EIP and SDIP, plus equity awards subject to multi-year forfeiture tied to company financial performance), and incentive pay is tied to quantifiable metrics including return on assets, EPS growth, loan growth, and peer-relative ROA rankings — with 2025 results exceeding most targets. The prior Say on Pay vote received 89% support (well above the 70% threshold), the company has a clawback policy, and stock ownership guidelines are in place; no red flags were identified under the policy.
Auditor Ratification
✓ FORAuditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include a fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data cannot be confirmed, the default vote is FOR. Auditor tenure is also not disclosed in the available text; per policy, the tenure trigger requires confirmed data and cannot fire on absence of disclosure, so the default FOR applies. Forvis Mazars is a large national firm (formed from the merger of BDO USA and FORVIS, itself a merger of Dixon Hughes Goodman and BKD) and is appropriate for a $1.7B market cap regional bank. No material restatements are noted in the filing.
Overall Assessment
The 2026 1st Source Corporation annual meeting presents a clean ballot: all four director nominees receive FOR recommendations based on strong 3-year TSR and no governance red flags, the Say on Pay vote receives FOR given reasonable, genuinely performance-linked CEO compensation and 89% prior-year support, and the auditor ratification receives FOR as the default applies where fee and tenure data cannot be confirmed from the available filing text. Three equity plan amendment proposals are noted but fall outside current policy coverage and receive no recommendation.