Not independent
Tenure on this board
54.4 yrs
4 nominees · 6 ballot items.
Election of four directors; Advisory (non-binding) approval of executive compensation; Approval of Amended 1982 Executive Incentive Plan; Approval of Amended Strategic Deployment Incentive Plan; Approval of Amended 1982 Restricted Stock Award Plan; Ratification of Forvis Mazars LLP as independent auditors; Other business.
Election of four directors for terms expiring in 2029.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
The proposal asks shareholders to cast a non-binding advisory vote to approve executive compensation (say-on-pay). Management seeks approval to confirm that the Company’s compensation practices for NEOs, described in the CD&A and compensation tables, are aligned with long-term shareholder interests. The proxy discusses pay-for-performance elements: mix of cash and equity, book value shares with forfeiture schedules, multi-year awards, SDIP, clawback policy, stock ownership guidelines, and independent committee oversight. The board recommends a vote FOR, citing historical shareholder support, alignment with peer benchmarking, and safeguards like forfeiture provisions and clawbacks. Passage is non-binding but the Board and Compensation Committee will consider the outcome in future decisions. The vote requires a majority of votes cast to approve; abstentions and broker non-votes do not affect the outcome.
Approve an amended and restated Executive Incentive Plan, including reserving 1,250,000 shares and eliminating an automatic replenishment provision.
The proposal requests shareholder approval of the Amended 1982 Executive Incentive Plan (Amended EIP Plan). Management seeks authority to reserve a fixed pool of 1,250,000 shares for awards, replace the prior automatic annual replenishment mechanism with a fixed share pool, and add customary anti-dilution adjustments. The plan preserves performance-based annual and long-term awards in cash and stock (book value and market value shares) with forfeiture provisions, five-year vesting/forfeiture periods, and overall per-participant caps ($1M new award, $3M paid award annually) as governance safeguards. The amendments are intended to satisfy NASDAQ reapproval rules and to maintain competitive equity incentives to attract and retain executives. The Board recommends approval, noting elimination of the automatic replenishment improves shareholder control and that the share pool was calibrated based on historical burn rates and outstanding awards to provide roughly ten years of runway at historical grant levels. The plan includes clawback provisions, committee administration by independent directors, and treatment upon change in control. Approval requires a majority of votes cast.
Approve the Amended Strategic Deployment Incentive Plan, reserving 100,000 shares and eliminating an automatic replenishment provision.
The proposal asks shareholders to approve amendments to the Strategic Deployment Incentive Plan (Amended SDIP). Management seeks approval of a fixed 100,000-share pool replacing an automatic replenishment mechanism, elimination of obsolete Section 162(m) references, addition of anti-dilution adjustments, and retention of performance-based stock or cash awards tied to annual strategic goals. The SDIP is targeted to a small group of senior executives and will be administered by the independent compensation committee. It contains per-participant award caps ($1M new award, $3M paid award annually), forfeiture on termination before payment, clawback provisions, and mechanisms for certification of goals. The Board recommends FOR, emphasizing governance safeguards and the plan’s role in strategic execution. Approval requires a majority of votes cast.
Approve amendment to increase authorized shares under the Restricted Stock Plan from 250,000 to 500,000.
The proposal seeks shareholder approval to amend the 1982 Restricted Stock Award Plan to increase the authorized share pool from 250,000 to 500,000 shares. Management explains that only 35,472 shares remained as of March 13, 2026 and that 70,924 shares were granted in 2025, necessitating additional shares for future grants. The plan includes standard restrictions, forfeiture provisions, up-to-ten-year vesting periods, committee administration, clawback policy, and anti-dilution adjustments. The Board recommends FOR, citing retention needs and an estimated ten-year runway at historical grant rates. Approval requires a majority of votes cast.
Ratify appointment of Forvis Mazars, LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | 1ST SOURCE BANK | 21.5% | 5,179,191 | $358M |
| 2 | DIMENSIONAL FUND ADVISORS LP | 5.8% | 1,403,369 | $97M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.2% | 773,321 | $54M |
| 4 | BlackRock, Inc. | 3.2% | 761,229 | $53M |
| 5 | BlackRock, Inc. | 3.1% | 749,117 | $52M |
| 6 | STATE STREET CORP | 2.6% | 619,165 | $43M |
| 7 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.3% | 562,428 | $39M |
| 8 | AMERICAN CENTURY COMPANIES INC | 1.9% | 464,100 | $32M |
| 9 | JANUS HENDERSON GROUP PLC | 1.9% | 460,422 | $32M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 448,819 | $31M |
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