FIRST INTERNET BANCORP (INBK)
Sector: Financials
2026 Annual Meeting Analysis
FIRST INTERNET BANCORP · Meeting: May 18, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors to Serve Until the Next Annual Meeting of Shareholders
No overboarding, no attendance issues, relevant commercial real estate and capital management experience; INBK's 3-year stock return of +77.0% outpaces QABA by +3.3 percentage points, well below the 80-point trigger threshold, so no TSR concern applies.
Founder and long-serving CEO with deep fintech and banking expertise; INBK's 3-year return of +77.0% outpaces QABA by +3.3 percentage points, far below the 80-point trigger threshold, so no TSR-based director concern applies despite the 1-year underperformance.
Brings cybersecurity, IT consulting, and workforce management experience from BCforward; INBK's 3-year return beats QABA by +3.3 percentage points, well within the 80-point allowable gap for directors with strong-positive absolute returns.
Former EVP and General Counsel of an NYSE-listed REIT with legal, risk, and cybersecurity oversight experience; no TSR trigger fires given INBK's +3.3-point advantage over QABA on the 3-year basis.
Deep banking industry and capital markets expertise; joined in 2023 (less than 24 months before the measurement period began), and INBK's 3-year TSR outpaces QABA by +3.3 percentage points so no TSR trigger applies regardless.
Longest-serving independent director with 13+ years of tenure and former bank holding company CEO experience; INBK's 3-year return of +77.0% outpaces QABA by +3.3 percentage points, far short of the 80-point trigger threshold.
Joined in 2024 and has served fewer than 24 months, making her exempt from the TSR trigger under policy; brings government affairs, human resources, and operations experience from Pacers Sports & Entertainment.
One of the company's longest-serving directors since 1998, with extensive banking, small business finance, and public company board experience including audit committee expertise; INBK's 3-year TSR outpaces QABA by +3.3 percentage points, well below the 80-point trigger threshold.
All eight directors receive a FOR vote. INBK's 3-year stock return of +77.0% outperforms the QABA community bank ETF benchmark by +3.3 percentage points — the gap is far below the 80-point threshold required to trigger a negative TSR vote for strong-positive absolute returns. No overboarding, attendance, independence, or qualification concerns are identified for any nominee. The peer group TSR comparison also does not fire the trigger: INBK's 3-year return trails the peer group median by 44.8 percentage points, which is below the 65-point threshold for strong-positive absolute TSR. The full slate is supported.
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 within a reasonable range for a CEO at a roughly $230 million market-cap community bank, and the compensation structure is well-designed: approximately 57% of target pay is variable and performance-linked (cash bonus plus equity awards), satisfying the 50-60% variable pay standard. Critically, the incentive plan worked exactly as intended in 2025 — because the company reported a net loss due to a deliberate strategic balance sheet restructuring, executives received zero cash bonuses and forfeited all performance-based stock awards that were scheduled to vest, demonstrating genuine pay-for-performance alignment. Prior year support was 78%, above the 70% threshold that would require visible changes, and the compensation structure includes a meaningful clawback policy, stock ownership requirements, and no tax gross-ups or executive-only perquisites.
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 audit fees of $808,725, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy. No material restatements are disclosed, and Forvis Mazars is a large national firm appropriate for a bank of INBK's size and complexity.
Actual Vote Results
Meeting held May 18, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Michele "Mel" Raines | 91.0% | 5.7M | 563,086 | ✓ Elected |
| Justin P. Christian | 90.9% | 5.7M | 568,647 | ✓ Elected |
| Ann Colussi Dee | 90.3% | 5.6M | 607,671 | ✓ Elected |
| Aasif M. Bade | 89.7% | 5.6M | 643,253 | ✓ Elected |
| Joseph A. Fenech | 89.7% | 5.6M | 646,996 | ✓ Elected |
| David B. Becker | 88.4% | 5.5M | 725,826 | ✓ Elected |
| John K. Keach, Jr. | 87.7% | 5.5M | 772,049 | ✓ Elected |
| Jean L. Wojtowicz | 82.9% | 5.2M | 1.1M | ✓ Elected |
Say on Pay
For 5.1M · Against 1.1M · Abstain 31,234
Auditor Ratification
For 7.0M · Against 229,221 · Abstain 68,782
Overall Assessment
The 2026 First Internet Bancorp annual meeting presents a clean ballot with three standard proposals: election of eight directors, an advisory vote on executive pay, and auditor ratification. All three receive FOR votes — the director slate is uncontroversial with solid TSR performance relative to the QABA community bank benchmark, the pay program demonstrated genuine pay-for-performance discipline by withholding all bonuses and forfeiting performance stock awards in a loss year, and the auditor fee structure raises no independence concerns.