First Internet Bancorp (INBK) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2025, with shareholders able to vote electronically on key business items.

• Shareholders of record as of March 21, 2025, are entitled to vote on proposals including director elections, executive compensation, and auditor ratification.

• The company emphasizes cost efficiency and environmental benefits by distributing proxy materials primarily online.

• Forward-looking statements are included, with risks detailed in the annual report's risk factors section.

Voting matters and shareholder proposals

• Four main proposals: election of eight directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of Forvis Mazars, LLP as auditor for 2025.

• Board recommends voting for all director nominees, for executive compensation, for annual say-on-pay votes, and for auditor ratification.

• Shareholder proposals for the 2026 meeting must be submitted by November 27, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Eight director nominees, all with significant industry, legal, or executive experience; seven are independent per Nasdaq standards.

• Board leadership combines CEO and Chairman roles, with a lead independent director presiding over executive sessions.

• Board diversity includes three women and two directors from underrepresented groups.

• Four standing committees: audit, compensation, nominating and corporate governance, and risk, all composed of independent directors.

• Board held eleven meetings in 2024, with all directors attending at least 75% of meetings.