DEF 14A of First Internet Bancorp, Mar 27, 2025

DEF 14A of First Internet Bancorp

Filed Mar 27, 2025 · FY20240001562463-25-000032

Open on EDGAR

  1. To Be Held May 19, 2025

    To Be Held May 19, 2025 The 2025 Annual Meeting of Shareholders of First Internet Bancorp will be held virtually via the Internet at www.virtualshareholdermeeting.com/INBK2025, at 1:00 p.m. Eastern Time on Monday, May 19, 2025, for the following purposes: •To elect eight directors to serve until the next annual meeting of shareholders; •To approve, in an advisory (non-binding) vote, the compensation paid to our named executive officers; •To determine, in an advisory (non-binding) vote, whether to conduct future advisory votes to approve executive compensation every one, two or three years; •To ratify the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for 2025; and •To transact such other business as may properly come before the meeting or any adjournments thereof. Only shareholders of record as of the close of business on March 21, 2025 are entitled to notice of and to vote at the annual meeting or any adjournments thereof. In the event there are not sufficient votes for approval of one or more of the above matters at the time of the annual meeting, the annual meeting may be adjourned in order to permit further solicitation of proxies.

  2. To Be Held May 19, 2025

    | Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held May 19, 2025 | | Copies of the notice of annual meeting of shareholders, this proxy statement and the 2024 annual report are each available at www.firstinternetbancorp.com. |

  3. To Be Held May 19, 2025

    Your vote is important, regardless of the number of shares you own. If you do not attend the meeting to vote electronically, your vote will not be counted unless a proxy representing your shares is voted at the meeting. To ensure that your shares will be voted at the meeting, please vote in one of these ways: •Go to the website noted on your proxy card or the Notice of Internet Availability of Proxy Materials and vote via the Internet; •If you receive a printed copy of the proxy materials by mail, use the toll-free telephone number shown on your proxy card; •If you receive a printed copy of the proxy materials by mail, mark, sign, date and promptly return your proxy card in the envelope provided, which requires no additional postage if mailed in the U.S.; and •If you attend the meeting, you may revoke any previously-submitted proxy and vote electronically.

  4. To Be Held May 19, 2025

    | By order of the Board of Directors, | | | | President, Chief Operating Officer and Corporate Secretary |

  5. To Be Held May 19, 2025

    Fishers, Indiana March 27, 2025

  6. To Be Held May 19, 2025

    | TABLE OF CONTENTS |

  7. To Be Held May 19, 2025

    | | Page | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 1 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 5 | | PROPOSAL 1: ELECTION OF DIRECTORS | 6 | | CORPORATE GOVERNANCE | 10 | | Corporate Governance Policies | 10 | | Board Leadership Structure | 10 | | Board Role in Risk Oversight | 10 | | Director Independence | 11 | | Board Meetings | 11 | | Board Composition and Refreshment | 11 | | Committees of the Board | 12 | | Shareholder Communications | 14 | | Code of Business Conduct and Ethics | 14 | | Transactions with Related Persons | 15 | | EXECUTIVE COMPENSATION | 17 | | Compensation Discussion and Analysis | 17 | | Compensation Decisions for 2025 | 29 | | Tax Considerations | 30 | | Report of the Compensation Committee | 31 | | Reconciliation of Non-GAAP Financial Measures | 31 | | Summary Compensation Table | 32 | | Grants of Plan-Based Awards | 33 | | Outstanding Equity Awards at Fiscal Year-End | 34 | | Option Exercises and Stock Vested | 35 | | Employment Agreements | 35 | | Potential Payments upon Termination or Change-in-Control | 36 | | CEO Pay Ratio | 37 | | Pay Versus Performance | 38 | | DIRECTOR COMPENSATION | 41 | | Changes to Director Compensation for 2025 | 42 | | EQUITY COMPENSATION PLAN INFORMATION | 43 | | PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 44 | | PROPOSAL 3: ADVISORY VOTE TO DETERMINE FREQUENCY OF ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 45 | | AUDIT MATTERS | 46 | | Report of the Audit Committee | 46 | | Audit and Non-Audit Fees | 46 | | Pre-Approval Policy | 46 | | PROPOSAL 4: RATIFICATION OF AUDITOR | 48 | | SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING | 49 | | ANNUAL REPORT ON FORM 10-K | 49 | | HOUSEHOLDING | 49 | | DELINQUENT SECTION 16(A) REPORTS | 49 | | OTHER BUSINESS | 50 |

  8. To Be Held May 19, 2025

    | 2024 ANNUAL MEETING | i |

  9. To Be Held May 19, 2025

    | CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS |

  10. To Be Held May 19, 2025

    The statements included in this proxy statement, including in the section entitled “EXECUTIVE COMPENSATION—Compensation Discussion and Analysis—Business Highlights”, regarding future financial performance, results of operations, expectations, plans, strategies, goals, priorities and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based upon current beliefs, expectations and assumptions and are subject to significant risks, uncertainties and changes in circumstances that could cause actual results to differ materially from the forward-looking statements. A detailed discussion of risks, uncertainties and changes in circumstances that could cause actual results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. Readers of this proxy statement are cautioned not to rely on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. To the extent permitted by applicable law, we expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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    | ii | FIRST INTERNET BANCORP |

  12. To Be Held May 19, 2025

    8701 E. 116th Street, Fishers, Indiana 46038 • (317) 532-7900 PROXY STATEMENT FOR 2025 Annual Meeting of Shareholders to be held at 1:00 p.m. Eastern Time on Monday, May 19, 2025 This proxy statement and the accompanying form of proxy are being furnished to the holders of common stock of First Internet Bancorp (the “Company,” “we,” “our,” or “us”) in connection with the solicitation of proxies by the Board of Directors (the “Board”) for the 2025 Annual Meeting of Shareholders to be held virtually via the Internet at 1:00 p.m. Eastern Time on Monday, May 19, 2025, and at any adjournments thereof. This proxy statement and the accompanying form of proxy, or a Notice of Internet Availability of Proxy Materials, are being mailed to our shareholders on or about March 27, 2025. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Why are you conducting a virtual annual meeting? We believe the online meeting format provides shareholders who would not otherwise be able to attend the annual meeting the opportunity to do so. It also conserves costs both for the Company and its shareholders. As in prior years, our shareholders will continue to be able to vote and submit questions during the meeting. What matters will be voted on at the meeting? There are four substantive matters to be voted on at the meeting, as follows:

  13. To Be Held May 19, 2025

    | PROPOSAL | | BOARD VOTE RECOMMENDATION | ADDITIONAL DETAIL | | Proposal 1: | Election of eight directors to serve until the next annual meeting of shareholders | FOR each nominee | Page 6 | | Proposal 2: | Advisory vote to approve compensation paid to our named executive officers, also referred to as a “say-on-pay” vote | FOR | Page 44 | | Proposal 3: | Advisory vote to determine the frequency of future say-on-pay votes, also referred to as a “say-on-frequency” vote; and | ONE-YEAR | Page 45 | | Proposal 4: | Ratification of the appointment of Forvis Mazars, LLP as our independent registered public accounting firm for 2025 | FOR | Page 48 |

  14. To Be Held May 19, 2025

    Why did shareholders receive a Notice of Internet Availability of Proxy Materials? All of our shareholders will receive a Notice of Internet Availability of Proxy Materials (the “Notice”) containing information on the availability of our proxy materials on the Internet, unless they previously requested a printed copy of the proxy materials. Shareholders will not receive a printed copy of our proxy materials unless they request the materials in the manner described in the Notice. The Notice explains how to access and review this proxy statement and our annual report for the year ended December 31, 2024, and how you may vote by proxy.

  15. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 1 |

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    What is a proxy? A proxy is your legal designation of another person to vote on your behalf. By voting over the Internet, by telephone or, if you receive a printed copy of the proxy materials, by completing and returning a proxy card, you are giving the persons named, David B. Becker and Kenneth J. Lovik, the authority to vote your shares in the manner you indicate. Who is qualified to vote? Shareholders of record as of the close of business on March 21, 2025 are entitled to vote at the annual meeting or any adjournments thereof. As of March 21, 2025, we had 8,697,085 shares of our common stock outstanding, each of which is entitled to one vote for each director nominee and one vote on each other item of business properly brought before the meeting. How many shares must be present to hold the meeting? The presence in person (including virtually) or by proxy of the holders of a majority of the outstanding shares entitled to vote at the annual meeting, or 4,348,543 shares, is necessary to constitute a quorum for the transaction of business. What is the difference between a “SHAREHOLDER OF RECORD” and a “STREET NAME” holder? These terms describe how your shares are held. You are a “SHAREHOLDER OF RECORD” if your shares are registered directly in your name with our transfer agent, Computershare. You are a “STREET NAME” holder if your shares are held in the name of a brokerage, bank, trust or other nominee as a custodian. How do I vote my shares? If you are a “SHAREHOLDER OF RECORD,” then you have several choices. You can vote your shares by proxy (i) over the Internet; (ii) by telephone; or (iii) if you receive a printed copy of the proxy card, by marking, signing, dating and mailing your proxy card. You will need to have the Notice or, if you received a printed copy of the proxy materials, your proxy card, available when voting over the Internet or by telephone. Please refer to the specific instructions set forth on the Notice or proxy card. For security reasons, our electronic voting system has been designed to authenticate your identity as a shareholder. If you vote over the Internet or by telephone, you do not need to return a proxy card. If you hold your shares in “STREET NAME,” then your broker, bank, trustee or other nominee will provide you with materials and instructions for voting your shares. What do I need to do to attend the meeting and how do I vote my shares electronically? We intend to hold our annual meeting virtually via the Internet, which you may access at www.virtualshareholdermeeting.com/INBK2025. Only shareholders who owned our common stock as of the close of business on March 21, 2025 will be entitled to attend the meeting. •If you are a "SHAREHOLDER OF RECORD," you may vote your shares electronically and ask questions at the meeting by following the instructions provided on the Notice or, if you received a printed copy of the proxy materials, your proxy card, to log into www.virtualshareholdermeeting.com/INBK2025. To participate in the annual meeting, you will need the 16-digit control number provided on the Notice or your proxy card. •If your shares are held in "STREET NAME," you may receive a voting instruction form with a 16-digit control number that will allow you to log into www.virtualshareholdermeeting.com/INBK2025, vote your shares electronically and ask questions. We encourage you to confirm the correct process for accessing the meeting with your broker, bank, trustee or other nominee in advance. If you do not receive a 16-digit control number on your voting instruction form, you must request a legal proxy from your broker, bank, trustee or other nominee that holds your shares. Please follow the instructions from your broker, bank, trustee or other nominee or contact your broker, bank, trustee or other nominee to request a proxy form.

  17. To Be Held May 19, 2025

    | 2 | FIRST INTERNET BANCORP |

  18. To Be Held May 19, 2025

    Even if you currently plan to attend the meeting, we recommend that you vote by proxy, either via the Internet, by telephone or by mail, so that your vote will be counted if you later decide not to attend the meeting. Can I vote electronically at the meeting? If you are a "SHAREHOLDER OF RECORD," then you may vote your shares electronically at the meeting. If you hold your shares in "STREET NAME," then you must obtain a legal proxy from your broker, bank, trustee or other nominee, giving you the right to vote your shares electronically at the meeting. What vote is required for each of the proposals to be approved? For Proposal 1, the directors receiving a plurality of the votes cast FOR will be elected. Each of Proposals 2, 3 and 4 will be approved if the proposal receives more votes FOR than AGAINST. However, in the case of Proposal 3, the Board will consider the frequency receiving the most votes as representing our shareholders’ preference on how frequently to hold future say-on-pay votes. Abstentions will have no effect on the outcome of any proposal. If your shares are held in street name, and you do not provide your broker with voting instructions, your broker has the discretion to vote your shares for or against Proposal 4, the ratification of the appointment of our independent registered public accounting firm for 2025, and not any of the other proposals. If your broker does not have discretion to vote your shares without your instructions, this is referred to as a “broker non-vote.” Because there is at least one matter on which the shares underlying broker non-votes can be voted, shares underlying broker non-votes will be counted as present for purposes of determining quorum, but they will not be counted as votes cast on, and will have no effect on the outcome of, the remaining proposals. What can I do if I change my mind after I submit my proxy? If you are a “SHAREHOLDER OF RECORD,” you may revoke your proxy at any time before it is voted at the meeting by: (1) sending a written notice of the revocation to our Secretary at 8701 E. 116th Street, Fishers, Indiana 46038 that is received prior to the meeting, (2) submitting a later-dated proxy via the Internet, by telephone or by mail, or (3) by attending the meeting and voting your shares electronically. If your shares are held in “STREET NAME,” you may submit new voting instructions by contacting your broker, bank, trustee or other nominee holder. You also may vote electronically at the annual meeting if you obtain a legal proxy as described above. How would my shares be voted if I do not specify how they should be voted? If you submit a signed proxy without indicating how you want your shares to be voted, the persons named as proxies will vote your shares in accordance with the Board’s recommendations. What is the effect of the say-on-pay advisory vote? This proposal is advisory and not binding on the Company, the Board or the Compensation Committee of the Board. We could, if the Board or the Compensation Committee concluded it was in our best interests to do so, choose not to follow or implement the outcome of this advisory vote. Why did I receive more than one Notice or proxy card? You may receive multiple Notices or proxy cards if you hold your shares of record in different ways (e.g., joint tenancy, trusts, and custodial accounts) or in multiple accounts. If your shares are held in ”STREET NAME” by a broker, bank, trustee or other nominee, you will receive voting instructions from your broker, bank, trustee or other nominee, and you will return your voting instructions to your broker, bank, trustee or other nominee. You should vote on and sign each proxy card and/or voting instruction form you receive.

  19. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 3 |

  20. To Be Held May 19, 2025

    What happens if additional matters are presented at the annual meeting? We know of no other matters other than the items of business described in this proxy statement that will be presented at the meeting. If you grant a proxy, the persons named as proxy holders will have discretion to vote your shares on any additional matters properly presented for a vote at the meeting in accordance with Indiana law and our bylaws. Can I review the list of shareholders entitled to vote at the meeting? A list of shareholders entitled to vote at the meeting as of March 21, 2025 will be available for inspection for five business days prior to the annual meeting. If you want to inspect the shareholder list, please contact our Secretary at (317) 532-7900 to schedule an appointment. In addition, the shareholder list will be available during the annual meeting through the meeting website for those shareholders who choose to attend. Who pays for the cost of proxy preparation and solicitation? We are paying the costs of the solicitation of proxies. We must also pay brokerage firms and other persons representing beneficial owners of shares held in ”STREET NAME” certain fees associated with: (i) forwarding the Notice to beneficial owners; (ii) forwarding printed proxy materials by mail to beneficial owners who specifically request them; and (iii) obtaining beneficial owners’ voting instructions. In addition to soliciting proxies by mail, certain of our directors, officers and other employees, without additional compensation, may solicit proxies personally or by telephone, facsimile or email on our behalf.

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    | 4 | FIRST INTERNET BANCORP |

  22. To Be Held May 19, 2025

    | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |

  23. To Be Held May 19, 2025

    The following table sets forth information as of March 21, 2025, regarding beneficial ownership of our common stock held by each of our non-employee directors and director-nominees, each of our named executive officers, all current directors, director nominees and executive officers as a group, and all persons who are known to be beneficial owners of more than 5% of our common stock. Unless otherwise indicated below, the address of each beneficial owner listed in the table is the address of the company’s principal executive offices and, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable.

  24. To Be Held May 19, 2025

    | NAME OF BENEFICIAL OWNER | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1) | PERCENT OF OUTSTANDING SHARES | | Directors, nominees and named executive officers | | | | David B. Becker | 394,592 | 4.5% | | Nicole S. Lorch | 55,629 | * | | Kenneth J. Lovik | 41,921 | * | | Aasif M. Bade | 42,132(2) | * | | Justin P. Christian | 37,297(3) | * | | Ann Colussi Dee | 13,575(4) | * | | Joseph A. Fenech | 10,775(5) | * | | John K. Keach, Jr. | 34,759(6) | * | | Michele “Mel” Raines | 1,720(7) | * | | Jean L. Wojtowicz | 63,909(8) | * | | All directors, nominees and current executive officers as a group (10 persons) | 696,309(9) | 8.0% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 878,843(10) | 10.1% | | Dimensional Fund Advisors LP 6300 Bee Cave Road, Building One Austin, TX 78746 | 500,471(11) | 5.8% | | The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 | 440,356(12) | 5.1% |

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    *Less than one percent. (1)Unless otherwise indicated in the footnotes to this table, (a) the listed beneficial owner has sole voting power and investment power with respect to the number of shares shown, (b) no director or executive officer has pledged as security any shares shown as beneficially owned, and (c) deferred stock rights were issued under the Directors’ Deferred Stock Rights Plan. Excludes fractional shares. (2)Includes 1,720 shares scheduled to vest within 60 days of the date of this table. (3)Includes 1,720 shares scheduled to vest within 60 days of the date of this table. (4)Includes 1,720 shares scheduled to vest within 60 days of the date of this table. (5)Includes 1,720 shares scheduled to vest within 60 days of the date of this table; and 4,050 shares held in limited partnership over which Mr. Fenech has sole voting and investment power. (6)Includes 1,720 shares scheduled to vest within 60 days of the date of this table; and 2,146 shares underlying deferred stock rights. (7)Includes 1,720 shares scheduled to vest within 60 days of the date of this table; (8)Includes 1,720 shares scheduled to vest within 60 days of the date of this table; and 26,660 shares underlying deferred stock rights. (9)Includes 12,040 shares scheduled to vest within 60 days of the date of this table; and 28,806 shares underlying deferred stock rights. (10)Based on information reported to the Securities and Exchange Commission ("SEC") in a Schedule 13G/A filed by BlackRock, Inc. on December 6, 2024, and reflects beneficial ownership as of November 30, 2024. BlackRock, Inc. reported having sole voting power with respect to 807,161 shares and sole dispositive power with respect to 878,843 shares. (11)Based on information reported to the SEC in a Schedule 13G/A filed by Dimensional Fund Advisors LP on October 31, 2024, and reflects beneficial ownership as of September 30, 2024. Dimensional Fund Advisors LP reported having sole voting power with respect to 489,772 shares and sole dispositive power with respect to 500,471 shares. (12)Based on information reported to the SEC in a Schedule 13G filed by The Vanguard Group on January 30, 2025, and reflects beneficial ownership as of December 31, 2024. The Vanguard Group reported having sole voting power with respect to 0 shares and sole dispositive power with respect to 429,700 shares

  26. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 5 |

  27. To Be Held May 19, 2025

    The Board, acting on the recommendation of its Nominating and Corporate Governance Committee, has nominated the eight currently existing Board members for re-election. Each nominee who is elected will serve for a term of one year, which expires at our next annual meeting of shareholders or such later date as his or her successor has been elected and qualified. Unless authority is specifically withheld, the shares voting by proxy will be voted in favor of these nominees. Proxies cannot be voted for a greater number of persons than eight, which is the number of nominees named in this proxy statement.

  28. To Be Held May 19, 2025

    | DIRECTOR NOMINEE | AGE | POSITIONS AND OFFICES HELD WITH FIRST INTERNET BANCORP | DIRECTOR SINCE | | Aasif M. Bade | 43 | Director | 2021 | | David B. Becker | 71 | Chairman, Chief Executive Officer & Director | 1999 | | Justin P. Christian | 51 | Director | 2021 | | Ann Colussi Dee | 65 | Director | 2021 | | Joseph A. Fenech | 49 | Director | 2023 | | John K. Keach, Jr. | 73 | Lead Independent Director | 2012 | | Michele “Mel” Raines | 55 | Director Nominee | 2024 | | Jean L. Wojtowicz | 67 | Director | 1998 |

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    If any of these nominees becomes unable to serve, we expect that the persons named as proxies will exercise their voting power in favor of such other person or persons as the Board may recommend. All of the nominees have consented to being named in this proxy statement and to serve if elected. The Board knows of no reason why any of the nominees would be unable to serve. The names of the persons who are nominees for election and certain other information, including their experience and qualifications, are set forth below. AASIF M. BADE Founder and CEO, Ambrose Property Group Mr. Bade has served as a director of the Company and the Company’s subsidiary, First Internet Bank of Indiana (the “Bank”), since May 2021. He has served as Chief Executive Officer of Ambrose Property Group, LLC, a private industrial development company, since founding it in 2008. Previously, he served in various positions of increasing responsibility at Duke Realty Corporation from 2000 to 2008. He has filled volunteer and leadership roles with the Indianapolis Zoo, Indianapolis 500 Festival, 2024 and 2021 NBA All-Star Game Local Organizing Committee and Central Indiana Community Foundation. He has served on the Indiana University Foundation Board of Directors since 2018. Mr. Bade’s national commercial real estate experience brings to our Board knowledge that benefits the Company’s commercial real estate lending business. His experience in capital management, customer relations and long-range planning makes him an important resource for our Board. As a result of his extensive involvement in businesses and community activities in Indiana, Mr. Bade has developed insights and relationships that provide him with the ability to offer a valuable perspective on issues that affect the Company and the communities we serve. DAVID B. BECKER Chairman and Chief Executive Officer, First Internet Bancorp Mr. Becker has served as our Chairman since 2006 and CEO since 2007. He also served as our President from 2007 until June 2021. Mr. Becker founded the Bank in 1998 and has served as its CEO since that time. He has a 40+ year career as an entrepreneur in financial services technology and software-as-a-service, including re:Member Data Services (founded 1981; sold 2004), an electronic data processing services provider focused on credit unions nationwide; OneBridge, Inc. (founded 1994; sold 2014), a credit and debit card processing firm; VIFI (founded 1995; sold 2002), an Internet services provider focused on financial institutions; DyKnow (founded 2002; sold 2022), specializing in educational technology for interactive learning experiences; and RICS Software, Inc. (acquired 2007; sold 2020), a provider of web-based inventory control and point-of-sale solutions for retailers. He has held numerous community leadership roles, including board service for TechPoint, a change agent for Indiana’s technology industry; TechPoint Foundation for Youth, promoting STEM education programs for students in Indiana; Central Indiana

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    | 6 | FIRST INTERNET BANCORP |

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    Community Foundation, a public charity established to improve philanthropic services supporting the central Indiana region; and Central Indiana Corporate Partnership, an alliance of CEOs and university presidents working to promote economic growth. Mr. Becker also serves on the Board of Trustees at DePauw University. Mr. Becker’s experience as a successful entrepreneur and his role as our principal executive officer for almost two decades uniquely qualify him for service on our Board. JUSTIN P. CHRISTIAN President and Chief Executive Officer, BC Forward Mr. Christian has been a director of the Company and the Bank since December 2021. He is the Co-Founder, President and CEO of BCforward, a global IT consulting and workforce fulfillment firm providing services, including digitization and data security, and resourcing for leading businesses as well as government organizations. Before founding BCforward in 1998, he worked in the life-sciences industry with Eli Lilly & Company. Mr. Christian has been recognized for his leadership with the 2020 EY Entrepreneur of the Year US National Award and the 2021 TechPoint Trailblazer award. Mr. Christian was inducted into the Central Indiana Business Hall of Fame in 2017. Mr. Christian has served on the boards of the Indianapolis Children’s Museum, Goodwill of Central Indiana, the Indiana Gaming Commission, and the Indianapolis Bond Bank. He also is a past chairman of the Indianapolis 500 Festival Board of Directors. Mr. Christian currently serves on the boards of the Lumina Foundation, Central Indiana Corporate Partnership, Park Tudor School and AAA Hoosier Motor Club. Mr. Christian’s 25 years of experience leading a global IT consulting and workforce fulfillment company from startup to more than $500 million in annual revenues and his expertise in cybersecurity offer our Board a valuable perspective on key issues and initiatives affecting the Company and qualify him for service on our Board. ANN COLUSSI DEE Former Executive VP, General Counsel and Corporate Secretary for Duke Realty Corporation Ms. Dee has served as a director of the Company and the Bank since December 2021. Ms. Dee served as Executive Vice President, General Counsel and Corporate Secretary of Duke Realty Corporation (NYSE: DRE) from 2013 through 2022, overseeing legal affairs and risk, including cybersecurity risk. Prior to being named Executive Vice President, General Counsel and Corporate Secretary, Ms. Dee held the position of Senior Vice President, General Counsel and Corporate Secretary from January 1, 2013 until June 17, 2013 and the position of Deputy General Counsel and Senior Vice President from June 23, 2008 until January 1, 2013. Ms. Dee joined Duke Realty in 1996 as a Corporate Attorney. Prior to joining Duke Realty, Ms. Dee worked in the real estate departments of major law firms in Columbus, Ohio and Indianapolis, Indiana. Ms. Dee currently serves on the board of The Center for the Performing Arts and has served on the boards of the Indiana Repertory Theatre and the Indianapolis Chamber Orchestra. Ms. Dee’s experience leading the legal department of an NYSE-listed REIT and overseeing cybersecurity and other risk qualifies her for service on our Board. JOSEPH A. FENECH Founder and Chief Investment Officer, GenOpp Capital Management LP Mr. Fenech founded and currently serves as Chief Investment Officer of GenOpp Capital Management LP, an investment management firm focused primarily on the bank sector. For over twenty-five years, and prior to founding GenOpp in late 2020, he worked for several leading investment banking firms, including Sandler O’Neill + Partners, L.P., Deutsche Bank Securities Inc., Prudential Equity Group LLC, and Hovde Group LLC as an equity research analyst and investment banker. Mr. Fenech is also the founder and Managing Principal of SMBT Consulting LLC, which provides financial sector research and consulting services to companies in the banking industry. Mr. Fenech’s deep experience in the banking industry and the capital markets provide important expertise to our Board.

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    | 2025 ANNUAL MEETING | 7 |

  33. To Be Held May 19, 2025

    JOHN K. KEACH, JR. Private Investor; Former Chairman, President and Chief Executive Officer, Indiana Community Bancorp Mr. Keach has served as a director of the Company and the Bank since November 2012. He is currently a private investor. From 1994 to September 2012, he was Chairman of the Board, President and Chief Executive Officer of Indiana Community Bancorp, a bank holding company headquartered in Columbus, Indiana, which was acquired by Old National Bancorp in September 2012. Mr. Keach’s experience as the chief executive officer of a publicly-held bank holding company for more than fifteen years qualifies him for service on our Board. MICHELE “MEL” RAINES CEO, Pacers Sports & Entertainment Mel Raines is in her eleventh season with Pacers Sports & Entertainment (“PS&E”), currently serving as CEO of the company and overseeing all business operations for the Indiana Pacers of the NBA, Indiana Fever of the WNBA, Indiana Mad Ants of the G League and Gainbridge Fieldhouse. Ms. Raines has more than 30 years of operations, legislative, political, corporate, and public affairs experience. Prior to joining PS&E, she was chief of staff to Indiana Congresswoman Susan W. Brooks. From 2009 to 2012, Ms. Raines was one of the principal architects of Indianapolis’ highly acclaimed 2012 Super Bowl. She has worked in various roles on six Republican National Conventions including serving as the COO for the 2008 Republican National Convention and as a senior advisor for the 2012 and 2016 conventions. Earlier in her career, she served as Assistant to Vice President Dick Cheney for Political Affairs, directing all the Vice President’s political and domestic outreach activities. She also held several leadership positions at Altria Corporate Services, at the Republican National Committee, and began her career on Capitol Hill with U.S. Sen. Daniel Coats of Indiana. Ms. Raines is on the board of directors of the Pacers Foundation, 2025 WNBA All-Star Host Committee, Indy Chamber, Visit Indy, CICP, the Indianapolis Zoo and the Economic Club of Indiana as well as serving on the Board of Trustees of Citizens Energy Group. Ms. Raines depth of experience in government affairs, human resources and management provide valuable insights and a wider range of experience and qualify her for service on our Board. JEAN L. WOJTOWICZ President, Cambridge Capital Management Corp. Ms. Wojtowicz has been a director of the Company since 2006 and a director of the Bank since 1998. Ms. Wojtowicz founded Cambridge Capital Management Corp. (“Cambridge”), a consulting firm and manager of nontraditional sources of business capital, in 1983 and currently serves as its President and CEO. Cambridge manages the Indiana Statewide Certified Development Corporation, which provides fixed-asset financing to small businesses; the Indiana Community Business Credit Corporation, a consortium of financial institutions that pool money to provide loans to businesses in a growth stage; and Lynx Capital Corporation, which provides debt financing to minority-owned companies. Cambridge is also the general partner of Cambridge Ventures L.P., a licensed small business investment company. Ms. Wojtowicz previously served as the lead independent director on the Board of Directors of Vectren Corporation, a New York Stock Exchange energy holding company serving Indiana and Ohio. Ms. Wojtowicz is one of the members of the Indiana Department of Financial Institutions, the agency responsible for supervising financial institutions incorporated in Indiana. She also serves as a director of American United Mutual Insurance Holding Company, where she serves on the Audit Committee, Investment Committee and Governance Nominating Committee, and First Merchants Corporation, a publicly-traded financial holding company, where she serves on the Audit Committee, the Compensation and Human Resources Committee and the Nominating and Governance Committee. Ms. Wojtowicz also serves on the Boards of the Indiana Chamber of Commerce, Indianapolis Chamber of Commerce, Greater Indianapolis Progress Committee, Goodwill of Central and Southern Indiana, and Indiana Chamber Foundation. Ms. Wojtowicz’s entrepreneurial skills demonstrated in the founding of her company, her experiences as a recognized leader in the banking industry and advisor to businesses obtaining financing and as a director of publicly traded companies qualify her for service on our Board.

  34. To Be Held May 19, 2025

    | 8 | FIRST INTERNET BANCORP |

  35. To Be Held May 19, 2025

    There are no family relationships among any of our directors or executive officers. Except for Mr. Becker’s employment agreement, which provides that he will be employed as Chairman and Chief Executive Officer of our Company, there is no arrangement or understanding pursuant to which a director or executive officer has been selected as a nominee for election. The Board of Directors recommends a vote “FOR” each of the nominees for director.

  36. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 9 |

  37. To Be Held May 19, 2025

    The Company is managed under the direction of the Board. The Company is a bank holding company and substantially all business activities are conducted through the Company’s wholly-owned subsidiary, First Internet Bank of Indiana (the “Bank”). The directors of the Company also serve as the directors of the Bank. Corporate Governance Policies Our Board believes that good corporate governance is important to ensure that the Company is managed for the long-term benefit of its shareholders. The Nominating and Corporate Governance Committee of the Board and the Board both periodically review our Corporate Governance Principles, the written charters for each of the standing committees of the Board and our Code of Business Conduct and Ethics and amend them as appropriate to reflect new policies or practices. Board Leadership Structure Our Board is currently led by Mr. Becker, who is the Chairman of the Board and Chief Executive Officer. Mr. Becker has held these positions since 2006 and 2007, respectively, and has experience in leading the Company through a range of cycles in various business environments. The Board believes that it is most efficient and effective for a single individual to fulfill these two leadership roles at this time. Combining the Chairman and Chief Executive Officer roles facilitates clear leadership responsibility and accountability, effective decision-making and a cohesive corporate strategy. Mr. Keach, as Vice Chair of the Board, serves as our lead independent director and presides over executive sessions among the independent directors. Our Board possesses considerable experience and knowledge of the challenges and opportunities that we face as a company. We feel they are well qualified to evaluate our current and future needs and to judge how the capabilities of our senior management can be most effectively organized to meet those needs. Our Board currently has seven independent directors. We have four standing committees whose membership is limited to independent directors. The Board evaluates the appropriateness of its leadership structure on an ongoing basis and may change it in the future as circumstances warrant. Board Role in Risk Oversight Our Board’s role is primarily one of oversight. Our Board oversees our risk management processes to determine whether those processes are functioning as intended and are consistent with our business and strategy. Our Board conducts this oversight primarily through its Risk Committee and its Audit Committee, although some aspects of risk oversight are performed by the full Board or another committee. For example, the activities of the Compensation Committee with respect to risks relating to our compensation policies and procedures are discussed below in the Executive Compensation section of this proxy statement. The Risk Committee is assigned with primary oversight of enterprise-wide risks, including those relating to cybersecurity, legal and regulatory compliance, operations, liquidity, market and credit risk, while the Audit Committee is assigned with, among other things, primary oversight of our risks relating to accounting matters and financial reporting. The Risk Committee meets regularly with our Chief Risk Officer and management to discuss and plan for enterprise-wide risk, and the Audit Committee meets regularly with our Chief Financial Officer, external auditors and management to discuss our major accounting and financial risk exposures and the steps management has taken to monitor and control such exposures. Both committees also receive regular reports regarding issues such as the status and findings of audits being conducted by our independent auditors, examinations and the conformance with the Company's risk appetite statement, which risk appetite statement is reviewed and determined no less than annually by the full Board. The Audit and Risk Committees provide reports to the full Board on risk-related items. While our Board sets our enterprise-wide risk appetite and regularly receives reports from our Chief Executive Officer, our President, our Chief Financial Officer, our Chief Risk Officer and other members of our senior management team regarding areas of significant risk to us, management is responsible for assessing and managing our various risk exposures on a day-to-day basis. In this regard, management, with the assistance, where appropriate, of its counsel, has established functions that focus on particular risks, such as operations, legal matters, regulatory compliance, interest rate sensitivity, liquidity management, asset quality, information security and fintech partnerships, and has developed a systemic and integrated approach to overall risk management, which includes the identification of risks and mitigation plans in the strategic planning process.

  38. To Be Held May 19, 2025

    | 10 | FIRST INTERNET BANCORP |

  39. To Be Held May 19, 2025

    Director Independence The Board has determined that each of Mr. Bade, Mr. Christian, Ms. Dee, Mr. Fenech, Mr. Keach, Ms. Raines and Ms. Wojtowicz is an “independent director” as defined by the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”), and the director independence rules of the SEC. The Board has affirmatively determined that none of our independent directors have any relationship with us that would impair their independence. In reaching its determinations of independence, in addition to any transactions summarized under the heading "Transactions with Related Persons” below, the Board considered Ms. Raines’ role as CEO of Pacers Sports and Entertainment (“PS&E”). The Bank and a subsidiary of PS&E have for each of the last three years been parties to an agreement (the “Suite Agreement”) whereby the subsidiary agreed to provide the Bank with access and license rights to a suite at Gainbridge Fieldhouse and certain other amenities. In reaching its determinations on independence, the Board considered, without limitation, that: (i) the Suite Agreement was on the same or similar terms as other suite agreements entered into by the subsidiary; (ii) the Suite Agreement was negotiated and executed long before Ms. Raines was elected to the Board; and (iii) Ms. Raines has no direct or indirect material interest in the Suite Agreement. The Board also considered Ms. Wojtowicz’s relationship with First Merchants Corporation (“First Merchants”). Her service on the boards of directors of our Company and the Bank, while simultaneously serving on the boards of directors of First Merchants and its subsidiary bank, First Merchants Bank (“FMB”), represents a “management interlock,” subject to the Depository Institution Management Interlocks Act (the “Interlocks Act”). Pursuant to a formal request for an exemption from the limitations of the Interlocks Act, the Federal Deposit Insurance Corporation (with respect to the Bank and FMB) and the Board of Governors of the Federal Reserve System (with respect to the Company and First Merchants), issued general exemptions from the prohibitions of the Interlocks Act for Ms. Wojtowicz’s board service on November 1, 2017 and March 7, 2018, respectively. Board Meetings Directors are expected to attend Board meetings, meetings of committees on which they serve and our annual meeting of shareholders, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. During 2024, the Board held eleven meetings. No member of the board attended fewer than 75% of the aggregate number of meetings of the Board and the committees on which they served during 2024. Each director is expected to be present at the annual meeting of shareholders, absent exigent circumstances that prevents their attendance. All seven of the directors then serving attended the annual meeting of shareholders virtually on May 20, 2024. Board Composition and Refreshment Our Board is composed of directors with a mix of tenures, with longer serving directors providing important experience and institutional knowledge, and newer directors providing fresh perspective to deliberations. The Nominating and Corporate Governance Committee regularly assesses our directors’ mix of skills, experience, tenure and background in light of the Company’s long-term strategy and advises the Board of its determinations with respect to Board composition and director refreshment and succession planning. As needed, the Nominating and Corporate Governance Committee identifies and evaluates potential director nominees, taking into consideration the overall needs, composition and size of the Board. We have added two new directors in the past two years and five new directors in the last five years. Prospective director candidates have been identified or evaluated by a national search firm engaged by the Nominating and Corporate Governance Committee.

  40. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 11 |

  41. To Be Held May 19, 2025

    Board Diversity Matrix The following chart summarizes certain self-identified personal characteristics of our directors.

  42. To Be Held May 19, 2025

    | Total Number of Directors | 8 | | | | FEMALE | MALE | | PART I: GENDER IDENTITY | | | | Directors | 3 | 5 | | PART II: DEMOGRAPHIC BACKGROUND | | | | African American or Black | | 1 | | Asian | | 1 | | White | 3 | 3 |

  43. To Be Held May 19, 2025

    One director categorized as “Asian” above pursuant to the applicable definitions self-identifies as Indian. Committees of the Board The Board has four standing committees which facilitate the oversight responsibilities of the Board in four key areas: audit, compensation, nominating and corporate governance and risk. All committees are composed entirely of independent directors. The members of the committees, as of the date of this proxy statement, are identified in the following table:

  44. To Be Held May 19, 2025

    | INDEPENDENT DIRECTOR | AUDIT | COMPENSATION | NOMINATING & CORP. GOV. | RISK | | Bade | | Member | Chair | | | Christian | Member | | Member | Member | | Dee | Member | Member | | Member | | Fenech | | | Member | Chair | | Keach | | Chair | Member | | | Raines | | Member | | Member | | Wojtowicz | Chair | | Member | |

  45. To Be Held May 19, 2025

    Audit Committee The primary function of the Audit Committee is to assist the Board in fulfilling its risk and audit oversight responsibilities by reviewing the financial information that will be provided to shareholders and others, the system of internal controls that management has established to mitigate risk, risk assessment and reporting, and the audit process. In doing so, it is the responsibility of the Audit Committee to provide an open avenue of communication between the Board, management and the independent registered public accounting firm. The Audit Committee appoints and evaluates our independent registered public accounting firm and our VP of Internal Audit and meets with representatives of that firm and our Chief Financial Officer to review the scope, cost and results of our annual audit and to review our internal control over financial reporting, disclosure controls, and relevant policies and procedures. The Report of the Audit Committee appears in the Audit Matters section of this proxy statement. All members of the Audit Committee are “independent directors” as such term is defined under the Nasdaq rules and meet the additional independence criteria for audit committee members set forth in the Nasdaq rules and SEC Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has determined that each of Ms. Dee and Ms. Wojtowicz qualifies as an “audit committee financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K of the Exchange Act. Shareholders should understand that this designation is an SEC disclosure requirement related to these directors’ experience and understanding with respect to certain accounting and auditing matters. The designation does not impose any duties, obligations or liabilities that are greater than those which are generally imposed upon such directors as members

  46. To Be Held May 19, 2025

    | 12 | FIRST INTERNET BANCORP |

  47. To Be Held May 19, 2025

    of the Audit Committee and the Board. The Audit Committee held four meetings during 2024. The Audit Committee operates under a written charter, a copy of which is available at www.firstinternetbancorp.com. Compensation Committee The Compensation Committee is responsible for reviewing and approving the compensation of our executive officers and directors and overseeing the Company’s overall compensation plans and benefits programs. The Compensation Committee also oversees the administration of our equity plans, including granting awards to employees and directors under such plans, subject to appropriate delegation. In determining the compensation of the executive officers other than our Chief Executive Officer, the Compensation Committee considers the recommendations of the Chief Executive Officer. All members of the Compensation Committee are “independent directors” as such term is defined under the Nasdaq rules; and “non-employee directors” as such term is defined in Rule 16b-3 of the Exchange Act. All of the members also meet the additional independence criteria for compensation committee members set forth in the Nasdaq and SEC rules promulgated under the Exchange Act. The Compensation Committee held three meetings during 2024. The Compensation Committee operates under a written charter, a copy of which is available on our website at www.firstinternetbancorp.com. Compensation Committee Interlocks and Insider Participation During the year ended December 31, 2024, no person who served as a member of our Compensation Committee was, during such period, an officer or employee of the Company, or has ever been one of our officers, and no such person had any transaction with us required to be disclosed in “Transactions with Related Persons” below. In addition, during the year ended December 31, 2024, (1) none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served on our Compensation Committee; (2) none of our executive officers served as a director of another entity, one of whose executive officers served on our Compensation Committee; and (3) none of our executive officers served as a member of the compensation committee of another entity, one of whose executive officers served as one of our directors. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee assists the Board by identifying individuals qualified to become Board members, maintains our Corporate Governance Principles and Code of Business Conduct and Ethics, leads the Board in its periodic self-evaluations, recommends members and chairs for each standing committee, and determines and evaluates succession plans for our Chief Executive Officer and other named executive officers. All members of the Nominating and Corporate Governance Committee are “independent directors” as such term is defined under the Nasdaq rules. The Nominating and Corporate Governance Committee held four meetings during 2024. While the Nominating and Corporate Governance Committee is responsible for identifying potential Board members, director candidates may be recommended by Board members, a third-party search firm or shareholders. In identifying, evaluating and recommending nominees for the Board, the committee examines, among other things, the following qualifications and skills of director candidates: their character; their business or professional experience and length of service; their areas of expertise; their independence; their integrity and judgment; their records of public service; their ability to devote sufficient time to the affairs of the Company; the diversity of backgrounds and experience they will bring to the Board; the current size and composition of the Board and its need for certain skills or experiences; and their understanding of our business. The Nominating and Corporate Governance Committee also believes that all nominees should be individuals of substantial accomplishment with demonstrated leadership capabilities. Although the Nominating and Corporate Governance Committee does not assign any particular weighting or priority to any of the factors it considers in evaluating director candidates, the committee has established the following minimum qualifications which each nominee to the Board must possess: the highest personal and professional ethics and integrity; proven achievement and competence in the nominee’s field and the ability to exercise sound business judgment; skills that are complementary to those of the existing Board; and the ability to assist and

  48. To Be Held May 19, 2025

    | 2025 ANNUAL MEETING | 13 |

  49. To Be Held May 19, 2025

    support management and make significant contributions to the Company’s success. The Nominating and Corporate Governance Committee will consider candidates for director who are recommended by shareholders in the same manner as other candidates identified by the committee. A shareholder who wishes to recommend a director candidate for consideration by the committee should send such recommendation to our Chief Financial Officer at 8701 E. 116th Street, Fishers, Indiana 46038, who will forward it to the committee. Any such recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company and evidence of the recommending shareholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for Board membership, including issues of character, integrity, judgment, independence, area(s) of expertise, experience, length of service, potential conflicts of interest, other commitments and personal references. A shareholder who wishes to nominate an individual as a candidate for director without the recommendation of the Nominating and Corporate Governance Committee must comply with the advance notice and informational requirements set forth in our Bylaws, which are more fully explained later in this proxy statement under “Shareholder Proposals for 2026 Annual Meeting.” The Nominating and Corporate Governance Committee operates under a written charter, a copy of which is available at www.firstinternetbancorp.com. Risk Committee The Risk Committee’s primary purpose is to assist the Board in monitoring and overseeing the Company’s risk management governance structure and risk management framework, including the strategies, policies, and processes established by management to identify, assess, measure, and manage the major risks facing the Company. Significant responsibilities of the Risk Committee include:(i) oversight of the operation of the Company’s enterprise-wide risk-management (“ERM”) framework; (ii) review and approval of the key risk-management policies and the risk appetite statement of the Company; and (iii) review of the Company’s compliance with applicable banking laws and regulations as well as the results of examinations by bank regulatory agencies. The Risk Committee meets regularly with and receives reports directly from the Company's Chief Risk Officer and Compliance Officer. All members of the Risk Committee are “independent directors” as such term is defined under the Nasdaq rules. The Risk Committee held seven meetings during 2024. The Risk Committee operates under a written charter, a copy of which is available at www.firstinternetbancorp.com. Shareholder Communications The Board has implemented a process whereby shareholders may send communications to its attention, which is summarized in the Company’s Corporate Governance Principles, a copy of which is available on our website at www.firstinternetbancorp.com. In cases where shareholders wish to communicate directly with the independent directors, email messages can be sent to klovik@firstib.com, or to First Internet Bancorp, 8701 E. 116th Street, Fishers, Indiana 46038, Attn: Chief Financial Officer. These messages will be forwarded to the appropriate committee of the Board or independent director. Code of Business Conduct and Ethics We have adopted a Code of Business Conduct and Ethics, which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business Conduct and Ethics is available on our website at www.firstinternetbancorp.com. We will disclose on our website any amendments or updates to our Code of Business Conduct and Ethics, or any grant of a waiver from a provision of our Code of Business Conduct and Ethics.

  50. To Be Held May 19, 2025

    | 14 | FIRST INTERNET BANCORP |

  51. To Be Held May 19, 2025

    Transactions with Related Persons

  52. NET CHARGE-OFFS / AVERAGE LOANS

    | WHAT WE DO | WHAT WE DO NOT DO | | ✓Significant emphasis on performance-based, “at-risk” compensation. ✓Incentive award metrics that are objective and tied to key company performance metrics. ✓40% of equity awards are time-based and vest over three years to promote retention. ✓60% of equity awards are performance-based and “cliff vest” after three-year performance period to promote achievement of long-term goals. ✓Incentive plans with threshold performance and associated payout levels, below which no incentive awards are paid. ✓Incentive plans with capped maximum payouts. ✓A “claw-back” is required under our Compensation Recoupment Policy. ✓Share ownership guidelines for executives and directors. ✓Consider our ‘‘say-on-pay’’ vote results when making compensation decisions. | ✗ Provide tax gross-ups in our compensation plans. ✗ Allow hedging or pledging transactions by executive officers or directors. ✗ Provide our executives with executive-only perquisites. |

  53. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information The Committee’s equity grant practice is generally to determine the grants of equity awards to our NEOs for each year in December of the preceding year. Awards are neither timed to relate to the price of our stock nor to correspond with the release of material non-public information, although grants are generally made when our trading window is open. Grants to new employees, including potential NEOs, are typically made at the next regularly scheduled Committee meeting following the employee’s start date. We have not historically granted

  54. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    | 20 | FIRST INTERNET BANCORP |

  55. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    stock options or stock appreciation rights to any personnel, including our executive officers, and we do not have plans to make any such grants.

  56. Regularly Meeting with Outside Investors

    Compensation Mix The Committee strives to establish a total compensation package that appropriately rewards our NEOs for performance, aligns the interests of our NEOs with shareholders’ interests, is competitive with the market, does not encourage or incentivize inappropriate risk, and complies with all legal and regulatory guidelines. Incentive compensation is predominantly long term, with a substantial portion at risk depending upon our performance, including the creation of long term shareholder value. The mix of compensation awarded in 2024 to our NEOs reflects our compensation philosophy. The only element of compensation not subject to risk, other than fringe benefits (which do not exceed benefits available to all employees), is the NEO’s base salary; as such, a substantial portion of our executives’ compensation is performance-based and at risk, aligning the interests of our NEOs and our shareholders. The charts below show the target total direct compensation of our CEO and our other NEOs for fiscal 2024, broken down by base salary, annual cash incentive bonus plan, time-vested restricted stock units (“TRSUs”) and performance-based restricted stock units (“PRSUs”).

  57. Other NEOs

    We believe that this equity incentive award structure for our NEOs aligns our compensation structure for NEOs with current industry standards and shareholder interests. •Broad- Based Benefits. We provide employee benefits to our NEOs on the same terms as provided to our other employees in an effort to encourage retention, including retirement and other related benefits. •Medical, Disability and Life Insurance. All full-time employees, including our NEOs, participate in insurance benefits coverage to help manage the financial impact of ill health, disability and death. NEOs are also eligible to participate in increased life insurance coverage at their election. •Retirement Benefits. We maintain a 401(k) plan for substantially all employees, as defined in the plan. Employees may contribute to the plan, and we match employee contributions equal to 100% of the first 1% of employee deferrals and then 50% on deferrals over 1% up to a maximum of 6% of an individual’s total eligible compensation, which vests immediately. In addition, we have not historically but may make additional discretionary matching contributions which vest at a rate of 50% per year of employment and are fully vested after the completion of two years of employment. •Employee Stock Purchase Plan. We maintain an employee stock purchase plan (the “ESPP”), in which all of our full-time employees are eligible to participate. The ESPP permits employees to acquire shares of our common stock through periodic payroll deductions. Purchases under the ESPP are not subject to any discount or supplemental employer contribution or subsidy. Peer Group Competitive Compensation Analysis In evaluating whether compensation for our NEOs is competitive, the Committee collects compensation data from a group of companies for use as an additional data point. However, the Company’s unique business model limits the efficacy of “peer group” data. For example, we have a national footprint in that, through our platform, we gather deposits, make public finance loans, single tenant lease loans, healthcare finance loans, franchise finance loans and small business loans on a nationwide basis. But unlike most large banks with a national footprint, our footprint thus far is the result of organic growth and is without the benefit of any acquisition of another financial institution, without a wealth management division, and without an insurance affiliate. Further, unlike most large banks with a national footprint, we have no “brick and mortar” branch network, nor its resulting overhead. Similarly, traditional community banks with assets of $3.5 billion to $6 billion generally do not have our national deposit customer base or a national lending platform. Unlike our Company, most of these community banks of similar size have grown in part by acquisitions. Also, unlike us, these community banks frequently have a branch network to maintain and manage. As a result of the foregoing, the Committee has been challenged to identify a suitable peer group for use in making compensation decisions. Nonetheless, with the assistance of Aon, the Committee has identified a group of bank and financial holding companies for use in making compensation decisions. The Company utilized the following criteria to select a peer group for 2024 compensation decisions: •asset size ranging from $3.0 billion to $10 billion; •no significant wealth management or insurance revenue; and, •Metropolitan Statistical Areas 3-100 (this excludes New York and Los Angeles, and banks headquartered in smaller metropolitan areas. The Company is located in the Indianapolis metropolitan statistical area of Indianapolis, which is ranked 33). This resulted in the following peer group utilized by the Committee as one element of making determinations on 2024 compensation:

  58. Other NEOs

    One “exception” to the size parameter above in the peer group is Axos Financial, Inc., which had $23.7 billion in assets at December 31, 2024. Axos Financial, Inc., was selected to be a part of the peer group because its business model most closely follows our model. 2024 Base Salaries In considering the base salary amounts for 2024, the Committee considered each NEO’s: •skills, qualifications and experience; •responsibilities and future potential; •salary level for the prior fiscal year; and •performance, as reflected in his or her performance review. The Committee also reviewed the organic growth of the Company and the related balance sheet management and the performance of the Company. In determining the salary of Mr. Becker, the Committee also considered that Mr. Becker was instrumental in creating the unique business model of the Company. The Committee believes that the Company’s senior leadership team has provided strong, steady and seasoned leadership for the Company, created a scalable technology driven business model with a nationwide loan and deposit generating platform, and promoted a culture of excellent customer service, which has resulted in additional growth and value. The following table sets forth the annual base salary of each of the NEOs for 2023 and the annual base salary established by the Committee for each of those NEOs for 2024, as well as the percentage increase between the two years:

  59. Other NEOs

    The Committee considered the recommendations of our CEO with respect to the other NEOs. The CEO's 3.0% base salary increase in 2024 was the first increase he received since 2020. 2024 Short-Term Incentive Compensation The Committee also established short-term incentive performance goals for 2024 for senior management, including all of our NEOs, pursuant to the Annual Bonus Plan. The Annual Bonus Plan criteria for 2024 provided an opportunity for each participant to earn an annual cash bonus based on the Company’s achievement (at threshold, target and maximum levels) of budgeted goals for Net Income, Net Interest Income, Nonperforming Assets Ratio and Texas Ratio.

  60. Other NEOs

    | PERFORMANCE GOAL (RELATIVE WEIGHT) | CORPORATE PERFORMANCE LEVEL | | | 2024 ACTUAL PERFORMANCE | PERFORMANCE LEVEL ACHIEVED | WEIGHTED PAYOUT PERCENTAGE | | | THRESHOLD (90%) | TARGET (100%) | MAXIMUM (115%) | | | | | Net Income (25%) | $23,670 | $26,300 | $30,245 | $25,276 | 96% | 24% | | Net Interest Income (25%) | $82,890 | $92,100 | $105,915 | $87,377 | 95% | 24% | | Texas Ratio (25%) | 11.0% | 10.0% | 8.5% | 5.6% | 115% | 29% | | Nonperforming Asset Ratio(1) (25%) | 1.10% | 1.00% | 0.85% | 0.50% | 115% | 29% | | Total Weighted Percentage Earned | | | | | | 105% |

  61. Other NEOs

    | NAMED EXECUTIVE OFFICER | ANNUAL CASH BONUS EARNED | PERCENTAGE OF 2024 ANNUAL BASE SALARY | | David B. Becker | $450,110 | 55% | | Nicole S. Lorch | $281,319 | 55% | | Kenneth J. Lovik | $176,681 | 47% |

  62. Other NEOs

    2024 Long-Term Incentive Compensation Actions In January 2024, the Committee granted equity incentive awards to our senior management, including our NEOs. These equity incentive awards to the NEOs were comprised of both PRSUs and TRSUs and have a vesting and/or performance period of three years, as detailed below. The number of RSUs awarded to each NEO was determined by dividing a percentage of the NEO’s annual base salary by a reference price equal to the closing price of a share of common stock on the last trading day of 2023, which was $24.19. Mr. Becker and Ms. Lorch each received an award representing 75% of his or her respective annual base salary, and Mr. Lovik received an award representing 60% of his annual base salary. As a result, the following RSUs were granted to our NEOs as part of their 2024 compensation package:

  63. Other NEOs

    | NAME | PRSUs (TARGET PAYOUT) | TRSUs | TOTAL RSUs (TARGET PAYOUT) | | David B. Becker | 15,329 | 10,219 | 25,548 | | Nicole S. Lorch | 9,581 | 6,387 | 15,968 | | Kenneth J. Lovik | 5,580 | 3,720 | 9,300 |

  64. Other NEOs

    The PRSUs (60% of total RSUs based on target payout) may be earned by the NEO depending on the Company’s achievement of performance goals established by the Committee for return on average assets and the non-performing asset percentage, as measured over a three-year period (beginning January 1, 2024 and ending on December 31, 2026). The PRSUs provide: •The Company must achieve the gateway goal for non-performing assets, as determined by the Committee, at the end of the three-year performance period; otherwise, none of the PRSUs will vest and all of the PRSUs shall be forfeited. •If the Company achieves the goal for non-performing assets, a number of PRSUs will be eligible to vest at the end of the performance period based on the achievement by the Company of the return on average assets goal, as determined by the Committee. The number of PRSUs that will vest will range from 0% (if performance is below the threshold level), 50% (if performance is at the threshold level), 100% (if performance is at target) to 150% (if performance is at or above the maximum level.) •If at least threshold performance has been met, a number of PRSUs depending on performance will be earned and will vest as of December 31, 2026, the end of the three-year performance period. In order to vest, the NEO must maintain continued employment with the Company through the end of the performance period, unless the NEO’s employment terminates because of death, disability, or separation of service without cause after attaining the age of 65 (at which point only a pro-rated portion of the award based on actual performance would vest at the end of the performance period). For 2024, the gateway nonperforming assets goal requires that the Company attain either (i) a Nonperforming Assets Ratio of less than 1.5% as of the last day of the final year of the 3-year performance period, or (ii) a Nonperforming Assets Ratio better than the 75th percentile of the Company’s peer group utilized for 2024 compensation decisions. The return on average assets goal is as follows: •target return on average assets goal: 1.0%

  65. Other NEOs

    2025 Short-Term Incentive Compensation Actions The Committee, relying on the Company’s budget and priorities for 2025, determined not to change the performance metrics that will be used to determine each NEO’s eligibility for cash bonuses on account of 2025 performance under the Annual Bonus Plan. The Committee believes that the metrics appropriately balance the goals of increasing income and net interest income with prudent credit risk management. Each of the four performance metrics (Net Income, Net Interest Income, Nonperforming Assets Ratio and Texas Ratio) were weighted at 25%. 2025 Long-Term Incentive Compensation Actions In January 2025, the Committee acted to award an aggregate of 35,458 RSUs to our NEOs, consisting of 21,274 (60%) PRSUs and 13,734 (40%) TRSUs, under the 2022 Plan and in accordance with the Company’s long-term incentive program. Similar to the awards in 2024, these awards have a performance and/or vesting period of three years. The number of RSUs awarded to each executive was determined by dividing a percentage of the executive’s 2025 base salary by a reference price equal to the closing price of a share of common stock on the last trading day of 2024, which was $35.99. Mr. Becker and Ms. Lorch each received an award representing 75% of his or

  66. Other NEOs

    | NAME | PRSUs (TARGET PAYOUT) | TRSUs | TOTAL RSUs (TARGET PAYOUT) | | David B. Becker | 10,612 | 7,075 | 17,687 | | Nicole S. Lorch | 6,761 | 4,508 | 11,269 | | Kenneth J. Lovik | 3,901 | 2,601 | 6,502 |

  67. Other NEOs

    | NAME AND PRINCIPAL POSITION(S) | YEAR | SALARY ($) | STOCK AWARDS(1)(2) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(3) ($) | ALL OTHER COMPENSATION(4) ($) | TOTAL ($) | | David B. Becker Chairman and CEO | 2024 | 824,000 | 629,990 | 450,100 | 30,661 | 1,934,751 | | | 2023 | 800,000 | 623,880 | 280,000 | 23,442 | 1,727,322 | | | 2022 | 800,000 | 606,670 | 392,000 | 17,483 | 1,816,153 | | Nicole S. Lorch President, COO and Corporate Secretary | 2024 | 515,000 | 393,672 | 281,319 | 14,002 | 1,203,993 | | | 2023 | 500,000 | 388,816 | 175,000 | 11,201 | 1,075,017 | | | 2022 | 470,000 | 354,233 | 230,300 | 10,331 | 1,064,864 | | Kenneth J. Lovik Executive Vice President and CFO | 2024 | 374,920 | 229,298 | 176,681 | 18,978 | 799,877 | | | 2023 | 364,000 | 226,970 | 109,200 | 13,087 | 713,257 | | | 2022 | 350,000 | 212,155 | 149,333 | 11,917 | 723,405 |

  68. Other NEOs

    | NAME | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1)($) | TOTAL ($) | | Aasif M. Bade | 48,000 | 54,111 | 102,111 | | Justin P. Christian | 61,425 | 54,111 | 115,536 | | Ann Colussi Dee | 61,425 | 54,111 | 115,536 | | Joseph A. Fenech | 58,446 | 54,111 | 112,557 | | John K. Keach, Jr. | 48,000 | 54,111 | 102,111 | | Michele "Mel" Raines | 36,000 | 54,111 | 90,111 | | Jean L. Wojtowicz | 62,000 | 54,111 | 116,111 |