Aasif M. Bade
About Aasif M. Bade
Independent director at First Internet Bancorp since 2021 (age 43). Founder and Chief Executive Officer of Ambrose Property Group, a private industrial real estate developer (founded 2008); earlier roles at Duke Realty Corporation (2000–2008) . Volunteer leadership includes the Indianapolis Zoo, Indianapolis 500 Festival, 2024/2021 NBA All-Star Local Organizing Committee, and Central Indiana Community Foundation; director of the Indiana University Foundation since 2018 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ambrose Property Group | Founder & CEO | 2008–present | National commercial real estate experience supports INBK’s CRE lending insights . |
| Duke Realty Corporation | Various positions of increasing responsibility | 2000–2008 | Capital management, customer relations, long-range planning expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana University Foundation | Board of Directors | 2018–present | Non-profit directorship . |
| Indianapolis Zoo | Volunteer/Leadership | Not disclosed | Community leadership (non-profit) . |
| Indianapolis 500 Festival | Volunteer/Leadership | Not disclosed | Community leadership . |
| NBA All-Star (2024, 2021) Local Organizing Committee | Volunteer/Leadership | 2021, 2024 | Local organizing leadership . |
| Central Indiana Community Foundation | Volunteer/Leadership | Not disclosed | Community leadership . |
Board Governance
- Independence: Board determined Mr. Bade is independent under Nasdaq and SEC rules .
- Attendance: Board met 11 times in 2024; no director attended fewer than 75% of Board and committee meetings. All directors then serving attended the 2024 annual meeting .
- Committee assignments (as of the proxy date):
- Nominating & Corporate Governance Committee – Chair .
- Compensation Committee – Member .
- Committee meeting cadence (context): Compensation (3), Nominating & Corporate Governance (4) in 2024 .
- Lead Independent Director context: John K. Keach, Jr. serves as Lead Independent Director (Vice Chair) .
Fixed Compensation
| Item | Amount | Detail |
|---|---|---|
| 2024 Cash Fees | $48,000 | Sum of quarterly Board retainer ($6,250/quarter = $25,000), N&CG Chair fee ($19,000), Compensation Committee member fee ($4,000) . |
| 2024 Stock Award (Restricted Shares) | $54,111 | 1,720 shares granted May 20, 2024; scheduled to vest immediately prior to 2025 annual meeting; dividends paid on unvested shares . |
| 2024 Total | $102,111 | Total director compensation for 2024 . |
Director fee schedule (for context; applicable to all non-employee directors in 2024):
- Quarterly cash retainer $6,250; annual restricted stock grant target $56,000 (1,720 shares based on $32.56 on May 17, 2024; grant value recognized $54,111) .
- Committee chair annual fees: Audit $33,000; Risk $33,000; Compensation $19,000; N&CG $19,000 .
- Committee member annual fees: Audit $15,500; Risk $15,500; Compensation $4,000; N&CG $4,000 .
- No material changes to non-employee director compensation for 2025 .
Performance Compensation
| Award Type | Grant Date | Shares/Target | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Director annual grant) | 2024-05-20 | 1,720 | $54,111 | Vests immediately prior to 2025 annual meeting; dividends paid on unvested shares | None (time-based only) . |
Note: INBK does not grant stock options to directors; director equity is in restricted stock/units per the director compensation program .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None disclosed for Mr. Bade . |
| Notable non-profit boards | Indiana University Foundation (since 2018) . |
| Interlocks/conflicts | Board affirmed independence; no disclosed related-person transactions involving Mr. Bade in 2023–2024 (related-party items disclosed involved other directors) . |
Expertise & Qualifications
- National commercial real estate expertise; supports INBK’s commercial real estate lending .
- Capital management, customer relations, and long-range planning .
- Community and institutional network in Indiana providing local market insight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (3/21/2025) | 42,132 shares | Includes 1,720 shares scheduled to vest within 60 days . |
| Ownership as % of outstanding | <1% | “Less than one percent” per proxy . |
| Shares scheduled to vest (within 60 days of 3/21/2025) | 1,720 | 2024 director grant . |
| Shares pledged as collateral | None | Company disclosed no director or executive officer pledged shares in table footnotes . |
| Hedging/pledging policy | Hedging and pledging prohibited; all directors compliant as of 12/31/2024 and proxy date . | |
| Director stock ownership guideline | $100,000 minimum; all covered individuals in compliance at 12/31/2024 and proxy date . |
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 transactions (2024) | Not detailed in the proxy. Section 16(a) compliance: all required filings met for fiscal 2024 per company disclosure . |
Governance Assessment
- Board effectiveness: As Nominating & Corporate Governance Chair, Bade oversees director recruitment, governance principles, code of ethics, board self-evaluations, and succession planning—central to board composition and refreshment . Independence affirmed by the Board supports objective oversight .
- Pay oversight: As a Compensation Committee member (and signatory on the Compensation Committee Report), Bade is accountable for NEO pay structure, use of an independent consultant (Aon), and absence of compensation committee interlocks—positive governance signals .
- Engagement and attendance: No director fell below the 75% attendance threshold; the Board held 11 meetings in 2024; all directors attended the 2024 annual meeting—acceptable engagement .
- Alignment and safeguards: Director compensation has a balanced cash/equity mix; equity is time-based with annual cadence; hedging/pledging prohibited; director ownership guidelines in place and met—strong alignment controls .
- Investor confidence signals: 2024 say-on-pay support of ~95% indicates broad shareholder support for compensation programs overseen by the committee on which Bade serves .
- Conflicts and related parties: No related-person transactions disclosed for Mr. Bade; the company maintains a formal related-person transaction approval policy with Audit Committee oversight and Board approval—mitigating conflict risk .
- RED FLAGS: None apparent in the proxy for Mr. Bade (independence affirmed; no pledging; adequate attendance; no disclosed related-party dealings) . Potential area to monitor: any future banking or leasing relationships with entities tied to Ambrose Property Group; none disclosed in 2023–2024 .