Jean L. Wojtowicz
About Jean L. Wojtowicz
Independent director of First Internet Bancorp (INBK); age 67; INBK Bank director since 1998 and INBK holding company director since 2006. President and CEO of Cambridge Capital Management Corp. (founded 1983), with deep small-business lending expertise; designated as an “audit committee financial expert” and confirmed “independent” by the Board. Prior lead independent director at Vectren Corporation; currently serves on multiple financial and civic boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vectren Corporation (NYSE energy holding company) | Lead Independent Director (prior) | Prior; dates not disclosed | Governance leadership experience at a public utility board |
| Cambridge Capital Management Corp. | Founder, President & CEO | 1983–present | Manages nontraditional business capital sources; SBA-oriented financing expertise |
External Roles
| Organization | Role | Committees |
|---|---|---|
| First Merchants Corporation (public financial holding company) | Director | Audit; Compensation & Human Resources; Nominating & Governance |
| First Merchants Bank (subsidiary) | Director | — (interlock disclosed) |
| American United Mutual Insurance Holding Company | Director | Audit; Investment; Governance & Nominating |
| Indiana Department of Financial Institutions | Member | Supervisory agency member oversight role |
| Indiana Chamber of Commerce; Indianapolis Chamber of Commerce; Greater Indianapolis Progress Committee; Goodwill of Central and Southern Indiana; Indiana Chamber Foundation | Director/Board member | Civic and economic development governance |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee member; not on Compensation or Risk Committees. Audit Committee met 4x in 2024; Nominating & Corporate Governance met 4x; Risk met 7x; Compensation met 3x.
- Financial expertise & independence: Board determined Wojtowicz is independent under Nasdaq and SEC rules and an “audit committee financial expert.”
- Attendance and engagement: Board held 11 meetings in 2024; no director attended fewer than 75% of aggregate Board/committee meetings; all then-serving directors attended the 2024 annual meeting.
- Leadership structure: Keach serves as Lead Independent Director/Vice Chair and presides over independent director executive sessions.
- Interlocks: Concurrent service on INBK and First Merchants boards constitutes a “management interlock”; FDIC granted exemption (Nov 1, 2017) and Federal Reserve granted exemption (Mar 7, 2018).
- Audit Committee report: Signed by Wojtowicz as Chair; Committee confirmed auditor independence and recommended inclusion of audited financials in 2024 Form 10-K.
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Cash retainer | $25,000 (quarterly $6,250) | |
| Audit Committee Chair fee | $33,000 | |
| Nominating & Corporate Governance Committee member fee | $4,000 | |
| Total cash fees (2024) | $62,000 (matches director comp table) | |
| Annual restricted stock grant (value) | $54,111; 1,720 shares granted May 20, 2024; vest immediately prior to 2025 annual meeting |
Notes:
- Standard director package: annual restricted stock award targeted at $56,000 grant-date fair value (priced at $32.56 on May 17, 2024), plus cash retainers and committee fees; dividends paid on unvested restricted stock. No material changes to director compensation for 2025.
Performance Compensation
| Metric | Design | 2024 Director Program |
|---|---|---|
| Performance-based metrics for directors | None disclosed; director equity is time-based restricted stock vesting prior to next annual meeting |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Detail |
|---|---|---|---|
| First Merchants Corporation / First Merchants Bank | Public / Bank subsidiary | Director | Management interlock exempted by FDIC (11/01/2017) and Federal Reserve (03/07/2018) |
| American United Mutual Insurance Holding Co. | Mutual insurer | Director | Serves on Audit, Investment, Governance & Nominating |
| Vectren Corporation | Public (prior) | Lead Independent Director | Prior role noted; enhances utility oversight perspective |
- Related party transactions: No Wojtowicz-specific related party transactions disclosed; general policy requires Audit Committee review/Board approval; insider banking transactions permitted only on market terms and within Regulation O.
Expertise & Qualifications
- Banking and small-business finance: President/CEO of Cambridge; manages SBA and nontraditional financing pools.
- Audit and financial reporting: Audit Committee Chair; “audit committee financial expert.”
- Regulatory and governance: Member, Indiana Department of Financial Institutions; extensive committee service across external boards.
- Independence and risk oversight: Independent; active oversight in audit and governance; participates in risk oversight through Board structure.
Equity Ownership
| Item | Amount | Detail/Calc |
|---|---|---|
| Beneficial ownership (shares) | 63,909 | Includes 1,720 shares scheduled to vest within 60 days; plus 26,660 deferred stock rights |
| Shares outstanding (for % calc) | 8,697,085 | As of March 21, 2025 |
| Ownership (% of outstanding) | ~0.735% | 63,909 / 8,697,085 (calculated) |
| Deferred stock rights outstanding (director plan) | 26,660 (individual); program total 28,821 at 12/31/2024 | Individual per footnote; plan-level table shows program-wide totals |
| Pledging/Hedging | Prohibited; no pledging by directors reported | Company policy prohibits hedging/pledging; footnote notes no shares pledged by directors |
| Ownership guidelines | $100,000 minimum for non-employee directors; all covered individuals compliant as of 12/31/2024 |
Governance Assessment
- Strengths: Audit Chair with “financial expert” designation; strong attendance; extensive banking/regulatory experience; independent status; signs Audit Committee report affirming audit quality and independence. These factors support board effectiveness and investor confidence.
- Alignment: Meaningful personal shareholding (~0.74% of outstanding), restricted stock grants, and director ownership guidelines (compliant) reinforce “skin-in-the-game.” Hedging/pledging prohibited.
- Compensation structure: Cash is modest and tied to committee leadership; equity is time-based (no performance metrics for directors); 2025 director pay unchanged—no inflationary shift or guaranteed increases flagged.
- Conflicts and interlocks: The First Merchants interlock is a governance sensitivity; mitigated by formal FDIC and Federal Reserve exemptions under the Interlocks Act. Ongoing monitoring is advised given competitive dynamics among regional banks.
- Attendance/engagement: Met minimum 75% attendance; attended annual meeting; committee workload (Audit 4x; Governance 4x) indicates active engagement.
- Shareholder sentiment: Executive say-on-pay support was ~95% in 2024, indicating constructive governance environment (contextual signal for director oversight quality).
RED FLAGS
- Management interlock with First Merchants (requires continual monitoring despite regulatory exemptions).
Overall implication: Wojtowicz’s audit leadership, independent status, and ownership alignment are positives for governance quality; the interlock is the primary watch item, but formal regulatory exemptions and disclosed independence assessment reduce acute conflict risk.