Joseph A. Fenech
About Joseph A. Fenech
Independent director of First Internet Bancorp (First Internet Bancorp/INBK) since 2023; age 49 . Founder and Chief Investment Officer of GenOpp Capital Management LP, focused on bank-sector investing; previously spent over twenty-five years as a bank-sector equity research analyst and investment banker at Sandler O’Neill + Partners, Deutsche Bank Securities, Prudential Equity Group, and Hovde Group; also founder and Managing Principal of SMBT Consulting LLC serving banking clients . The Board classifies him as an independent director; he chairs the Risk Committee and serves on the Nominating & Corporate Governance Committee, bringing deep banking and capital markets expertise to the Board .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Sandler O’Neill + Partners; Deutsche Bank Securities; Prudential Equity Group; Hovde Group | Equity research analyst and investment banker | Over twenty-five years prior to late 2020 | Bank-sector research, investment banking; capital markets expertise applied to board oversight |
External Roles
| Organization | Role | Tenure | Focus/Notes |
|---|---|---|---|
| GenOpp Capital Management LP | Founder & Chief Investment Officer | Late 2020–present | Investment manager primarily in the bank sector |
| SMBT Consulting LLC | Founder & Managing Principal | — | Financial sector research and consulting to banking companies |
Board Governance
- Independence: The Board determined Mr. Fenech is independent under Nasdaq and SEC rules .
- Attendance: Board held 11 meetings in 2024; no director attended fewer than 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting .
- Lead independent structure: Vice Chair/Lead Independent Director (John K. Keach, Jr.) presides over executive sessions of independent directors .
| Committee | Role | 2024 Committee Meetings |
|---|---|---|
| Risk | Chair | 7 meetings |
| Nominating & Corporate Governance | Member | 4 meetings |
Fixed Compensation (Non-Employee Director)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 58,446 | 54,111 | 112,557 |
Director fee framework (2024):
- Annual cash retainer: $6,250 per quarter; annual restricted stock grant target $56,000 (granted 1,720 restricted shares on May 20, 2024; vest immediately prior to the 2025 annual meeting; dividends paid on unvested shares) .
- Committee chair fees: Risk Chair $33,000; Audit Chair $33,000; Compensation Chair $19,000; Nominating & Corporate Governance Chair $19,000 .
- Committee member fees (excl. chairs): Audit and Risk $15,500; Compensation and Nominating & Corporate Governance $4,000 .
- No material changes to director compensation for 2025 .
| 2024 Equity Grant Details | Value/Amount |
|---|---|
| Grant date | May 20, 2024 |
| Shares granted | 1,720 restricted shares |
| Grant date fair value | $54,111 |
| Vesting | Immediately prior to 2025 annual meeting |
Performance Compensation (Directors)
| Performance-linked director awards disclosed | Notes |
|---|---|
| None | Non-employee director equity is time-based restricted stock; no director performance metrics disclosed for director pay |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in INBK’s 2025 proxy biography for Mr. Fenech |
| Private/other boards | Not disclosed |
Expertise & Qualifications
- Banking sector and capital markets specialist: founder/CIO of a bank-focused investment manager; prior 25+ years in bank equity research and investment banking; provides capital markets and banking risk perspective to the Board .
- Governance roles aligned with expertise: Risk Committee Chair; member, Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 10,775 shares; less than 1% of outstanding |
| Included unvested director shares | 1,720 shares scheduled to vest within 60 days of March 21, 2025 |
| Indirect holdings | 4,050 shares held in a limited partnership over which he has sole voting/investment power |
| Pledged shares | None; no director/executive has pledged shares shown as beneficially owned |
| Director equity grant on 5/20/24 | 1,720 restricted shares; vest pre-2025 annual meeting |
| Ownership guidelines | Non-employee director guideline: $100,000; Company states all covered individuals were in compliance as of 12/31/24 and proxy date |
| Hedging/pledging policy | Hedging and pledging of Company stock prohibited for directors; policy compliance affirmed as of 12/31/24 and proxy date |
Related-Party Transactions and Conflicts
- Company investment in GenOpp Financial Fund LP: INBK invested $2,000,000 in May 2021 in a fund where Mr. Fenech is managing member of the general partner and principal owner/CIO of the investment manager; fees attributable to INBK’s investment totaled $35,000 in 2023 and $108,539.59 in 2024 .
- Governance handling: After Mr. Fenech was identified as a potential director nominee in 2023, the Audit Committee reviewed the investment under the Related Person Transaction Policy; determined terms were market, limited in amount, and compliant with Board-approved policies; Audit Committee approved and independent directors ratified .
- Banking transactions with insiders (general disclosure): Loans/services to directors occur on substantially the same terms as with non-related parties; all such loans were performing as of the proxy date .
Say-on-Pay and Shareholder Feedback (Context)
- 2024 say-on-pay support: Approximately 95% of votes cast were FOR; the Compensation Committee reported no significant shareholder feedback prompting changes to the program for 2024 .
Additional Governance Facts
- Section 16(a) compliance: Company states all Section 16(a) filing requirements were met for fiscal 2024 .
- Board risk oversight: Risk Committee oversees enterprise-wide risks including cybersecurity, legal/regulatory, operations, liquidity, market and credit risk; reports to full Board .
Governance Assessment
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Positives for investor confidence:
- Independent director with sector-specific expertise; chairs the Risk Committee—central to bank governance and risk oversight .
- Attendance and engagement indicators: Company reports no director below 75% attendance in 2024; Risk (7) and Nominating & Governance (4) meetings signal active committee cadence; all directors attended the 2024 annual meeting .
- Ownership alignment and risk controls: Director ownership guideline compliance; prohibitions on hedging/pledging; time-based equity grants maintain alignment without creating performance metric conflicts for directors .
- Shareholder support environment strong (95% say-on-pay FOR in 2024) .
-
Potential red flags/monitoring items:
- Related-party exposure: INBK’s $2.0M investment in GenOpp Financial Fund LP, where Mr. Fenech holds controlling/manager roles; ongoing fees attributable to INBK ($35,000 in 2023; $108,539.59 in 2024). Mitigants disclosed include Audit Committee review, independence of terms, limited size, and independent Board ratification; nonetheless, this creates a standing conflict to monitor for changes in size/terms or oversight .
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Overall implication: Mr. Fenech adds relevant banking and capital markets expertise as Risk Committee Chair with independence affirmed; while the GenOpp fund relationship is a conflict risk, current governance controls and disclosures appear robust. Continued transparency on fund performance, fee flows, and any changes in exposure will be important to maintain investor confidence .