1st Source (SRCE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 24, 2025, to elect four directors and ratify the appointment of Forvis Mazars, LLP as independent auditor for 2025.

• Shareholders of record as of February 13, 2025, are eligible to vote; meeting will be held virtually.

• Proxy materials are distributed primarily via internet access, with paper copies available upon request.

• 25,285,937 shares of common stock outstanding; each share has one vote, no cumulative voting.

Voting matters and shareholder proposals

• Election of four directors for terms expiring in 2028.

• Ratification of Forvis Mazars, LLP as independent registered public accounting firm for fiscal year ending December 31, 2025.

• No other proposals are expected; any additional proposals require a majority of votes cast to pass.

Board of directors and corporate governance

• Board consists of 12 members, majority are independent; diversity includes 42% women or minority.

• Board committees: Executive, Governance and Nominating, Audit, Finance and Risk, Executive Compensation and Human Resources, Loan and Funds Management, Trust and Investment.

• Lead Director role is in place; board reviews leadership structure annually.

• Governance and Nominating Committee uses multiple criteria for director selection, including diversity, independence, and experience.

• Directors are expected to attend annual meetings; all but one attended in 2024.