David B. Becker
About David B. Becker
David B. Becker, age 71, is Chairman and Chief Executive Officer of First Internet Bancorp (INBK). He founded First Internet Bank in 1998, has served as a director since 1999, became Chairman in 2006 and CEO in 2007 . Performance under his leadership in 2024 included net income of $25.3 million (tripled vs. 2023), diluted EPS of $2.88, and total revenue of $134.7 million (+33% YoY), with book value per share rising to $44.31; TSR for the 2019–2024 measurement period reached 159.4 versus 143.7 for the peer index . INBK highlights strong credit quality and risk-aware incentive design, with nonperforming assets at 0.50% of total assets in 2024 and bonus/LTIP metrics explicitly gating payouts on asset quality and returns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| re:Member Data Services | Founder | Founded 1981; sold 2004 | Electronic data processing provider to credit unions; scaled and exited via sale |
| OneBridge, Inc. | Founder | Founded 1994; sold 2014 | Credit/debit card processing; payments infrastructure; exited via sale |
| VIFI | Founder | Founded 1995; sold 2002 | Internet services to financial institutions; early fintech platform; exited via sale |
| DyKnow | Founder | Founded 2002; sold 2022 | EdTech interactive learning; built SaaS capability; exited via sale |
| RICS Software, Inc. | Acquirer/operator | Acquired 2007; sold 2020 | Web-based inventory control/PoS for retailers; scaled SaaS; exited via sale |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| DePauw University | Board of Trustees | Current | Higher-ed governance |
| TechPoint; TechPoint Foundation for Youth; Central Indiana Corporate Partnership; Central Indiana Community Foundation | Board/leadership roles | Various | Regional tech/economic development and STEM education |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 800,000 | 824,000 |
| CEO Pay Ratio | 22:1 | 22:1 | 22:1 |
| Other Compensation ($) | 17,483 | 23,442 | 30,661 |
Performance Compensation
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Payout Contribution |
|---|---|---|---|---|---|
| Net Income (25%) | $23.67m | $26.30m | $30.25m | $25.276m | 24% |
| Net Interest Income (25%) | $82.89m | $92.10m | $105.915m | $87.377m | 24% |
| Texas Ratio (25%) | 11.0% | 10.0% | 8.5% | 5.6% | 29% |
| Nonperforming Assets Ratio (25%) | 1.10% | 1.00% | 0.85% | 0.50% | 29% |
| Total Weighted Payout | — | — | — | — | 105% of target |
| 2024 Annual Bonus Outcome | Dollar | % of 2024 Salary |
|---|---|---|
| Becker | $450,110 | 55% |
| 2024 Equity Grants (Grant date 1/2/2024) | PRSUs (Target #) | TRSUs (#) | Grant-date Fair Value ($) |
|---|---|---|---|
| Becker | 15,329 | 10,219 | $616,473 PRSUs + $246,584 TRSUs |
- Annual bonus metrics weighted 25% each; PRSUs gate on Nonperforming Assets Ratio and scale on Return on Average Assets (threshold 0.9%, target 1.0%, max 1.5%) with cliff vesting at year 3; TRSUs vest in three equal installments over three years .
- 2022 PRSUs did not vest (ROAA not met; NPA gate met); all 2022 PRSUs were forfeited in March 2025 .
Equity Ownership & Alignment
| Date (Record) | Shares Beneficially Owned | % Outstanding | Pledged Shares |
|---|---|---|---|
| March 22, 2024 | 398,686 | 4.6% | 189,400 pledged to a personal LOC |
| March 21, 2025 | 394,592 | 4.5% | None (no pledging by directors/officers) |
| Unvested RSUs at 12/31/2024 | Count | Market/Payout Value ($) |
|---|---|---|
| TRSUs (2024 grant) | 10,219 | $367,782 (at $35.99) |
| PRSUs (2024 grant, target) | 15,329 | $551,691 (at $35.99) |
| TRSUs (2023 grant) | 6,590 | $237,174 |
| PRSUs (2023 grant, target) | 14,827 | $533,624 |
| TRSUs (2013 Plan, 2022 grant) | 1,700 | $61,183 |
| PRSUs (2013 Plan, 2022 grant) | 7,654 (forfeited Mar-2025) | $0 post-forfeiture |
- Stock ownership guidelines: 4× salary for CEO; all covered individuals in compliance as of 12/31/2024 and proxy date .
- Hedging/pledging prohibited; all executives/directors in compliance as of 12/31/2024 and proxy date .
Employment Terms
| Scenario (as of 12/31/2024) | Cash Severance | Bonus Component | RSU Acceleration | Health Benefits |
|---|---|---|---|---|
| Non-renewal | $2,320,000 | $336,000 | $2,026,921 | $19,072 |
| Involuntary w/o cause or Good Reason | $2,320,000 | $336,000 | $2,026,921 | $19,072 |
| Death | — | $336,000 | $2,026,921 | $19,072 |
| Disability | $1,160,000 | — | $2,026,921 | $19,072 |
| Change in Control (within 12 months; resignation for any reason) | $3,144,000 (cash severance) | — | $2,026,921 | $19,072 |
- Employment agreement auto-renews annually; CIC provides 3× salary plus 2× 120% of prior-year bonus equivalent, benefits continuation and outplacement (subject to 280G cutback/best-net provisions) .
- Unless terminated for cause or resignation without good reason/non-renewal, all restrictions on incentive awards lapse and become 100% vested to the fullest extent permitted by law .
Board Governance
- Board leadership: Combined Chairman/CEO (Becker) with a Lead Independent Director (John K. Keach, Jr.) presiding over executive sessions; seven independent directors; committees limited to independent members .
- 2024 Board meetings: 11; no director attended fewer than 75% of meetings and committee meetings .
- Committee memberships (2025): Audit (Chair Wojtowicz), Compensation (Chair Keach; members Dee, Raines, Bade), Nominating & Governance (Chair Bade; members Wojtowicz, Fenech), Risk (Chair Fenech; members Christian, Dee, Raines) .
- Independence and interlocks: Board reviewed independence including PS&E suite agreement for Raines; exemptions granted under Interlocks Act for Wojtowicz’s dual service with First Merchants; all independent directors affirmed independent .
Director Compensation
| Non-Employee Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bade | 48,000 | 54,111 | 102,111 |
| Christian | 61,425 | 54,111 | 115,536 |
| Dee | 61,425 | 54,111 | 115,536 |
| Fenech | 58,446 | 54,111 | 112,557 |
| Keach, Jr. | 48,000 | 54,111 | 102,111 |
| Raines | 36,000 | 54,111 | 90,111 |
| Wojtowicz | 62,000 | 54,111 | 116,111 |
- Standard director retainer: $6,250 per quarter in cash plus annual restricted stock with $56,000 grant-date fair value; Committee chair/member fees as disclosed; 1,720 restricted shares granted on 5/20/2024 vesting prior to 2025 annual meeting .
Compensation Committee Analysis
- Compensation Committee: Independent directors (Chair Keach; members Dee, Raines, Bade); engaged Aon as independent consultant; peer group analysis used to inform competitiveness .
- Peer group (2024 framework): 24 banks selected by assets ($3–10B), limited wealth/insurance exposure; includes Amerant, Axos, Bankwell, Bridgewater, Brookline, Business First, CapStar, Coastal, CrossFirst, Equity Bancshares, Farmers & Merchants (FMAO/FMCB), FiveStar, HarborOne, Heritage Commerce, Hingham, Independent Bank Corp., Mercantile, MetroCity, National Bank Holdings, Primis, Republic Bancorp, Southern First, Third Coast .
Say‑on‑Pay & Shareholder Feedback
- 2023 Say‑on‑Pay approval: ~75% FOR; company conducted outreach; no specific shareholder concerns recorded .
- 2024 Say‑on‑Pay approval: ~95% FOR; Compensation Committee made no significant program changes for 2024 .
Related Party Transactions and Red Flags
- Tiburon restaurant lease: SPF15, Inc. (bank subsidiary) leased space; Becker later became indirect co-owner/officer; Audit Committee reviewed and approved as fair/beneficial; 2024 payments of $227,814.03 received; none in 2023 .
- GenOpp Fund investment: $2.0 million LP interest (≤5%); managed by director Fenech (related-party); approvals/ratification obtained; fees attributable to INBK: $35,000 (2023), $108,539.59 (2024) .
- Pledging: Becker had 189,400 shares pledged in 2024 ; no pledging reported for any director/executive as of March 21, 2025 .
- Clawback: Nasdaq-compliant Compensation Recoupment Policy adopted; recovery of erroneously awarded incentive comp in event of restatements .
Pay Versus Performance (Context)
| Year | CEO “Compensation Actually Paid” ($) | Avg Other NEOs CAP ($) | TSR ($ per $100) | Peer TSR ($ per $100) | Net Income ($mm) | NPA Ratio |
|---|---|---|---|---|---|---|
| 2020 | 2,032,702 | 686,223 | 122.9 | 87.2 | 29.453 | 0.22% |
| 2021 | 2,900,421 | 1,031,657 | 202.5 | 118.6 | 48.114 | 0.20% |
| 2022 | 342,701 | 194,445 | 105.3 | 98.4 | 35.441 | 0.17% |
| 2023 | 1,414,677 | 724,468 | 106.3 | 107.3 | 8.417 | 0.20% |
| 2024 | 2,143,326 | 1,153,665 | 159.4 | 143.7 | 25.276 | 0.50% |
Investment Implications
- Alignment and risk controls: Incentives gate on asset quality (NPA ratio) and scale on ROAA; 60% PRSUs are at‑risk over 3 years; clawback adopted; hedging/pledging prohibited—positive signals for risk discipline and shareholder alignment .
- Near‑term supply/vesting: Multiple TRSU tranches from 2023–2025 grants vest annually (equal installments), creating routine but modest insider supply; 2022 PRSUs were forfeited—demonstrates performance stringency .
- Ownership and pledging: Becker’s stake is ~4.5% with no pledges reported in 2025, eliminating a prior alignment red flag present in 2024 .
- CIC/severance economics: CEO’s CIC cash multiple (3× salary plus bonus equivalents) and accelerated vesting imply meaningful retention but potential overhang in strategic scenarios; single‑trigger resignation “for any reason within 12 months” post‑CIC warrants monitoring .
- Governance/dual role: Combined Chair/CEO mitigated by Lead Independent Director and fully independent committees; board attendance and refresh supportive of oversight quality .