Ann Colussi Dee
About Ann Colussi Dee
Independent director of First Internet Bancorp since December 2021; age 65. Former Executive Vice President, General Counsel and Corporate Secretary of Duke Realty Corporation (NYSE: DRE) from 2013–2022, where she led legal affairs and risk oversight, including cybersecurity; earlier roles include SVP GC & Corporate Secretary (Jan–Jun 2013), Deputy GC & SVP (2008–2013), and Corporate Attorney (joined 1996). Designated by the Board as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Realty Corporation (NYSE: DRE) | EVP, General Counsel & Corporate Secretary | 2013–2022 | Led legal affairs and risk, including cybersecurity risk |
| Duke Realty Corporation | SVP, General Counsel & Corporate Secretary | Jan 1, 2013–Jun 17, 2013 | Legal and corporate governance leadership |
| Duke Realty Corporation | Deputy General Counsel & SVP | Jun 23, 2008–Jan 1, 2013 | Legal leadership |
| Duke Realty Corporation | Corporate Attorney | Joined 1996 | Corporate legal support |
| Major law firms (Columbus, OH; Indianapolis, IN) | Real estate attorney | Pre-1996 | Real estate legal practice |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| The Center for the Performing Arts | Board Member | Current | Non-profit board service |
| Indiana Repertory Theatre | Board Member | Prior service | Non-profit board service |
| Indianapolis Chamber Orchestra | Board Member | Prior service | Non-profit board service |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Ms. Dee is independent under Nasdaq and SEC rules |
| Committee Assignments (2024–2025) | Audit: Member; Compensation: Member; Risk: Member; Nominating & Corporate Governance: — |
| Committee Chair Roles | None (Audit Chair: Wojtowicz; Compensation Chair: Keach; Risk Chair: Fenech; Nominating & Corporate Governance Chair: Bade) |
| Audit Committee Financial Expert | Yes (Board determined Ms. Dee qualifies) |
| Board Meetings (2024) | Board held 11 meetings; no director attended fewer than 75% of Board and committee meetings (implies ≥75% attendance) |
| Annual Meeting Attendance | All seven then-serving directors attended 2024 annual meeting virtually |
| Committee Meeting Cadence (2024) | Audit: 4; Compensation: 3; Nominating & Corporate Governance: 4; Risk: 7 |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash Fees | $61,425 | As reported for Ms. Dee for 2024 |
| Equity (Restricted Stock) | $54,111 | Grant-date accounting value; 1,720 shares granted May 20, 2024 |
| Total | $115,536 | Sum of cash and equity |
| Director Fee Schedule (Structure) | Amount (USD) | Notes |
|---|---|---|
| Quarterly Board Cash Retainer | $6,250 per quarter | $25,000 annually |
| Annual Restricted Stock Award (Target $) | $56,000 | Determined using $32.56 price on May 17, 2024 → 1,720 shares; vests immediately prior to 2025 annual meeting; dividends paid on unvested shares |
| Committee Chair Fees | Audit: $33,000; Risk: $33,000; Compensation: $19,000; Nominating & Corporate Governance: $19,000 | Annual cash, in addition to Board retainer |
| Committee Member Fees (non-chairs) | Audit: $15,500; Risk: $15,500; Compensation: $4,000; Nominating & Corporate Governance: $4,000 | Annual cash, per committee |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting/Performance Terms |
|---|---|---|---|---|
| Restricted Stock (Time-Based) | May 20, 2024 | 1,720 | $54,111 | Time-based; scheduled to vest immediately prior to 2025 annual meeting; cash dividends paid on unvested shares; no performance metrics for director equity |
No director performance-based metrics disclosed; performance plans and clawbacks apply to executive officers. Hedging and pledging are prohibited for executive officers and directors. Stock ownership guidelines for non-employee directors set at $100,000; all covered individuals (including directors) were in compliance as of Dec 31, 2024 and proxy date.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Company Boards | None disclosed for Ms. Dee in the proxy |
| Notable Interlocks | Proxy discusses First Merchants management interlock for Ms. Wojtowicz; no interlock disclosed for Ms. Dee |
Expertise & Qualifications
- Former EVP/GC/Corporate Secretary of NYSE-listed REIT; deep legal, corporate governance, and risk oversight experience including cybersecurity risk .
- Audit Committee Financial Expert designation under Item 407(d)(5)(ii) of Regulation S-K .
- Multi-committee service (Audit, Compensation, Risk) indicates broad governance engagement aligned with banking risk and pay oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notable Items |
|---|---|---|---|
| Ann Colussi Dee | 13,575 | <1% | Includes 1,720 shares scheduled to vest within 60 days; no pledged shares by any director or executive officer |
| Ownership Alignment Policies | Status |
|---|---|
| Director Stock Ownership Guideline | $100,000 minimum for non-employee directors; all covered individuals in compliance as of Dec 31, 2024 and proxy date |
| Hedging/Pledging | Not permitted for executive officers or directors |
Related-Party Transactions (Conflict Review)
- Banking services/loans to directors may occur in ordinary course on market terms; all such loans to directors/executives were performing, and are subject to Regulation O and SOX exceptions for depository institutions .
- Related-person transactions disclosed involved other directors (e.g., GenOpp Fund with Mr. Fenech; Tiburon lease with Mr. Becker) and were approved under the Related Person Transaction Policy; no Ms. Dee-specific related party transactions disclosed .
- Board affirmatively determined Ms. Dee’s independence and that no relationships impair independence .
Say-on-Pay & Shareholder Feedback (Context for Compensation Committee Service)
- 2024 say-on-pay received approximately 95% FOR votes; Committee considered shareholder feedback and made no significant changes to 2024 executive compensation program .
- Compensation Committee composed solely of independent directors; three meetings in 2024; Ms. Dee is a member .
Governance Assessment
- Strengths:
- Independent director with Audit Committee Financial Expert designation; sits on Audit, Compensation, and Risk committees—strong alignment with key oversight areas in a bank .
- Attendance and engagement: Board met 11 times; no director under 75% threshold; all directors attended 2024 annual meeting .
- Ownership alignment: equity retainer and $100,000 director ownership guideline; hedging/pledging banned; no share pledges by directors .
- Investor support signal: high 2024 say-on-pay approval (≈95%) while Ms. Dee serves on the Compensation Committee .
- Watch items:
- Multi-committee workload (Audit, Compensation, Risk) is demanding; continued monitoring of attendance and committee effectiveness is prudent in a rising regulatory environment .
- Ordinary-course lending to insiders is permitted under strict rules; no Dee-specific transactions disclosed, but ongoing transparency remains key in banking .
RED FLAGS: None identified specific to Ms. Dee in the 2025 proxy (no related-party transactions, no pledging, independence affirmed, attendance adequate).