First Internet Bancorp (INBK) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 18, 2026, with voting on key proposals and director elections.

• Shareholders can vote electronically, by phone, or by mail, with detailed instructions provided.

• Proxy materials are primarily distributed online to reduce costs and environmental impact.

• Forward-looking statements caution about risks and uncertainties affecting future results.

Voting matters and shareholder proposals

• Shareholders will vote on electing eight directors, an advisory say-on-pay vote, and ratification of the external auditor.

• All board nominees are current directors, with detailed backgrounds provided.

• Shareholder proposals for the 2027 meeting must be submitted by November 27, 2026.

Board of directors and corporate governance

• The board is led by a combined Chairman/CEO, with a lead independent director.

• Seven of eight directors are independent per Nasdaq and SEC standards.

• Four standing committees (audit, compensation, nominating/governance, risk) are composed entirely of independent directors.

• Board refreshment is ongoing, with five new directors added in the last six years.

• Shareholder communications and a Code of Business Conduct and Ethics are in place.