John K. Keach, Jr.
About John K. Keach, Jr.
Lead Independent Director and Vice Chair of the Board at First Internet Bancorp; former Chairman, President and CEO of Indiana Community Bancorp. Age 73; director since 2012 (13 years of service as of the 2025 meeting). He is currently a private investor, with prior experience leading a publicly held bank through an acquisition by Old National Bancorp in 2012. The Board has determined he is independent under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana Community Bancorp | Chairman, President & CEO | 1994–Sept 2012 | Led a publicly held bank holding company; company was acquired by Old National Bancorp in Sept 2012 |
External Roles
- No current public company directorships disclosed for Mr. Keach.
Board Governance
- Roles: Lead Independent Director and Vice Chair; presides over executive sessions of independent directors.
- Independence: Board affirms Mr. Keach is independent. Seven of eight directors are independent.
- Attendance: Board held 11 meetings in 2024; no director attended fewer than 75% of Board and committee meetings; all directors then serving attended the May 20, 2024 annual meeting.
- Committee assignments (independent director-only committees): Keach chairs Compensation and is a member of Nominating & Corporate Governance.
| Committee | Keach’s Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 3 | Oversees exec and director pay; all members independent; report signed by Keach as Chair. |
| Nominating & Corporate Governance | Member | 4 | Oversees board composition, self-evaluations, CEO succession planning. |
| Audit | Not a member | 4 | All members independent; two financial experts designated (Dee, Wojtowicz). |
| Risk | Not a member | 7 | Oversees ERM (cyber, compliance, liquidity, market, credit). |
Governance policies relevant to director alignment: stock ownership guidelines for directors ($100,000 minimum) with full compliance; prohibition on hedging and pledging by directors; Clawback policy for executives; independent compensation consultant (Aon) confirmed conflict-free by the committee.
Fixed Compensation
| Component | 2024 Amount/Detail |
|---|---|
| Fees earned or paid in cash (reported) | $48,000 |
| Equity grant (restricted stock) | $54,111 grant-date value; 1,720 restricted shares granted May 20, 2024, scheduled to vest immediately prior to the 2025 annual meeting; cash dividends paid on unvested shares. |
| Board cash retainer (structure) | $6,250 per quarter ($25,000/year). |
| Committee Chair fee (Compensation) | $19,000/year (applies to Keach as Chair). |
| Committee member fee (Nominating & Corporate Governance) | $4,000/year (applies to Keach as member). |
| Director equity retainer policy (structure) | Annual value $56,000; 2024 shares determined by $56,000 ÷ $32.56 = 1,720 shares (rounded). |
| 2025 changes | No material changes to non-employee director compensation. |
Note: Keach’s reported $48,000 cash aligns with Board cash retainer ($25,000) + Compensation Chair fee ($19,000) + Nominating member fee ($4,000).
Performance Compensation
As Compensation Committee Chair, Keach oversaw 2024 NEO incentive design emphasizing risk-adjusted performance. Annual bonus metrics (25% weight each): GAAP Net Income, Net Interest Income, Texas Ratio, and Nonperforming Assets Ratio. The committee certified a combined 105% payout vs. target for 2024, with over-maximum results on credit-quality metrics and near-target on earnings metrics.
| 2024 Annual Bonus Plan Metric | Threshold (90%) | Target (100%) | Maximum (115%) | 2024 Actual | Performance Level | Weighted Payout |
|---|---|---|---|---|---|---|
| Net Income (25%) | $23,670k | $26,300k | $30,245k | $25,276k | 96% | 24% |
| Net Interest Income (25%) | $82,890k | $92,100k | $105,915k | $87,377k | 95% | 24% |
| Texas Ratio (25%) | 11.0% | 10.0% | 8.5% | 5.6% | 115% | 29% |
| Nonperforming Assets Ratio (25%) | 1.10% | 1.00% | 0.85% | 0.50% | 115% | 29% |
| Total Weighted Percentage Earned | 105% |
Long-term PRSUs for executives use a three-year return on average assets goal with a nonperforming assets “gateway”; TRSUs vest over three years. In March 2025, PRSUs granted in 2022 were forfeited after ROAA goals were not met, despite meeting the nonperforming asset threshold—signaling pay-for-performance rigor under the committee’s oversight.
Say‑on‑Pay: 2024 vote received ~95% support, indicating broad investor endorsement of the compensation oversight Keach chairs.
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | No current public company boards disclosed for Keach | None disclosed; Board confirmed Keach’s independence. |
Note: Board disclosed a management interlock exemption for another director (Wojtowicz) and evaluated a suite agreement related to Raines; no such related-party or interlock issues are noted for Keach.
Expertise & Qualifications
- Former public bank CEO with >15 years as Chairman/CEO, bringing deep banking, credit, and regulatory experience.
- Lead Independent Director and Vice Chair responsibilities, including presiding over executive sessions and shaping board agenda.
- Compensation governance expertise as Compensation Committee Chair; committee comprised solely of independent directors, using an independent consultant (Aon) with no conflicts.
Equity Ownership
| Metric | As of | Amount | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | Mar 21, 2025 | 34,759 | “Less than one percent” of outstanding; 8,697,085 shares outstanding. |
| Unvested shares scheduled to vest within 60 days | Mar 21, 2025 | 1,720 | Director equity grant vesting timing per standard program. |
| Deferred stock rights (DSRs) | Mar 21, 2025 | 2,146 | From legacy Directors’ Deferred Stock Plan (frozen since 2014). |
| Shares pledged as collateral | Mar 21, 2025 | None | Beneficial ownership footnote indicates no pledging by directors; policy prohibits hedging/pledging. |
| Director ownership guideline | Current | $100,000 minimum | All covered individuals, including directors, in compliance. |
Governance Assessment
- Strengths: Independent Lead Director and Vice Chair; Compensation Committee Chair with rigorous, risk-aware pay design; strong shareholder support on say‑on‑pay; robust ownership/hedging/pledging policies; independence affirmed; no related-party transactions involving Keach disclosed.
- Engagement: Committee workload is meaningful (3 compensation; 4 nominating meetings in 2024), and overall Board met 11 times; no director fell below 75% attendance; all attended 2024 annual meeting.
- Compensation alignment: Director pay mix blends cash and time-vested equity; no options or performance-linked director equity disclosed; 2025 director pay unchanged—signals stability, not inflation.
No RED FLAGS identified specific to Keach: no pledging/hedging, no related-party transactions, independence affirmed, and high governance role clarity as Lead Independent Director and Compensation Committee Chair.