First Internet Bancorp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight directors to serve until the next annual meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the named executive officers for 2025.

   More detail

   The proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s 2025 executive compensation as disclosed in the proxy. Management seeks approval to validate its pay-for-performance approach, emphasizing that 2025 involved strategic balance-sheet actions (including the sale of $851 million of low-coupon loans) that reduced near-term earnings but strengthened capital and reduced interest rate sensitivity, resulting in no cash bonuses and forfeiture of PRSUs for NEOs. The Board recommends FOR, arguing that the executive compensation structure aligns incentives with long-term shareholder value by tying significant compensation to performance-based metrics and requiring share ownership and clawback provisions. The recommendation notes robust governance features—independent compensation committee, use of external consultant, multi-year performance metrics, and safeguards against excessive risk-taking (nonperforming assets gateway, claw-backs)—while acknowledging the advisory nature of the vote. Shareholders should view the vote in light of the Company’s strategic repositioning, recent performance outcomes, and long-term incentive structure when assessing whether compensation appropriately rewards management and aligns with company performance.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for 2026.

Upcoming shareholder meetings at First Internet Bancorp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the First Internet Bancorp 2026 annual meeting?

First Internet Bancorp (INBK) holds its 2026 annual shareholder meeting on Monday, May 18, 2026.

What is the record date for the First Internet Bancorp 2026 meeting?

The record date for the First Internet Bancorp 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for First Internet Bancorp's 2026 meeting?

The board is presenting 8 director nominees at the First Internet Bancorp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the First Internet Bancorp 2026 meeting?

Shareholders will vote on 3 proposals at the First Internet Bancorp 2026 meeting, each tagged with who proposed it and the board's recommendation.