1st Source (SRCE) Proxy filing summary

Voting matters and shareholder proposals

• Board recommends voting FOR Proposal 3 (amended Executive Incentive Plan) and all incentive plan proposals; ISS recommends AGAINST Proposal 3, while Glass Lewis supports all plans.

• Board recommends voting FOR all four director nominees; ISS recommends AGAINST two nominees due to Bylaw amendment rights, while Glass Lewis flags one nominee under its diversity policy.

• Board disagrees with ISS's methodology and conclusions regarding share counts and governance practices.

Board of directors and corporate governance

• Bylaws allow only the Board to amend them, consistent with Indiana corporate law; Board asserts this does not remove any shareholder rights.

• Board emphasizes the importance of stability and experience in governance, arguing that Board control over Bylaws protects long-term shareholder interests.

• Board highlights ongoing commitment to diversity, noting 25% of directors are women, including the CEO.

Executive compensation and say-on-pay

• EIP has been used since 1982 to align management incentives with long-term shareholder returns.

• Most EIP awards are book value shares, which are not publicly traded and are subject to strict vesting and forfeiture conditions.

• EIP sets a $1 million per-employee cap for both short- and long-term awards annually.

• Pay is tied to performance metrics such as return on assets, revenue growth, and core deposit growth.

• EIP includes payout caps and clawback provisions for performance-based compensation.