Justin P. Christian
About Justin P. Christian
Justin P. Christian (age 51) has served as an independent director of First Internet Bancorp and its bank subsidiary since December 2021. He is Co‑Founder, President and CEO of BCforward, a global IT consulting and workforce fulfillment firm; earlier, he worked in the life sciences industry at Eli Lilly & Company. The proxy cites his cybersecurity expertise and experience scaling BCforward to $500+ million in annual revenue as core credentials for board service.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BCforward | Co‑Founder, President & CEO | 1998–present | Leads global IT consulting and workforce firm; cybersecurity expertise cited as value to INBK board |
| Eli Lilly & Company | Various (life sciences industry) | Pre‑1998 | Early career experience prior to founding BCforward |
External Roles
| Organization | Role | Status |
|---|---|---|
| Lumina Foundation | Director (board) | Current |
| Central Indiana Corporate Partnership | Director (board) | Current |
| Park Tudor School | Director (board) | Current |
| AAA Hoosier Motor Club | Director (board) | Current |
| Indianapolis Children’s Museum | Director (board) | Prior service |
| Goodwill of Central Indiana | Director (board) | Prior service |
| Indiana Gaming Commission | Commissioner/Board service | Prior service |
| Indianapolis Bond Bank | Board service | Prior service |
| Indianapolis 500 Festival | Past Chairman, Board of Directors | Prior leadership |
Board Governance
- Independence: The Board determined Mr. Christian is “independent” under Nasdaq and SEC rules; Board affirmatively found no relationships impairing independence.
- Committee assignments (all committees are fully independent):
- Audit Committee: Member; signed the Audit Committee Report with the Chair and another member. Audit Committee met 4 times in 2024.
- Nominating & Corporate Governance Committee: Member; committee met 4 times in 2024.
- Risk Committee: Member; committee met 7 times in 2024.
- Board attendance and engagement: The Board held 11 meetings in 2024; no director attended fewer than 75% of the aggregate of Board and applicable committee meetings; all directors then serving attended the 2024 annual meeting.
- Tenure on INBK Board: Director since 2021; one‑year terms with annual election.
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount/Terms | Detail |
|---|---|---|
| Cash fees (2024) | $61,425 | Fees earned/paid in cash for Board and committee service (member and/or chair rates) |
| Equity grant (grant‑date value) | $54,111 | Time‑based restricted stock (1,720 shares) granted May 20, 2024; scheduled to vest immediately prior to the 2025 annual meeting; dividends paid on unvested shares |
| Total (2024) | $115,536 | Sum of cash and stock award value per proxy table |
Director fee framework (applicable to all non‑employee directors):
- Quarterly cash retainer: $6,250 (i.e., $25,000 annually).
- Annual restricted stock award: Target grant‑date fair value $56,000; 2024 grant sized using $32.56 closing price on May 17, 2024 → 1,720 shares, vesting immediately prior to the 2025 annual meeting.
- Committee chair annual fees: Audit $33,000; Risk $33,000; Compensation $19,000; Nominating & Corporate Governance $19,000.
- Committee member annual fees (non‑chairs): Audit and Risk $15,500; Compensation and Nominating & Corporate Governance $4,000.
- 2025 changes: No material changes to non‑employee director compensation.
Performance Compensation
| Performance‑conditioned Awards | Disclosed? |
|---|---|
| Options, PSUs, performance criteria for director equity | None disclosed; non‑employee director equity is time‑based restricted stock vesting annually; no option awards outstanding at year‑end 2024. |
Other Directorships & Interlocks
- Public company directorships: None disclosed for Mr. Christian.
- Interlocks/related considerations: Interlocks discussed in the proxy pertain to another director (Wojtowicz) and not to Mr. Christian.
Expertise & Qualifications
- 25+ years leading a global IT consulting/workforce firm from startup to $500M+ revenues; cyber and data security expertise highlighted by the Board as valuable. Recognitions include 2020 EY Entrepreneur of the Year (US National) and 2021 TechPoint Trailblazer; inducted into Central Indiana Business Hall of Fame (2017).
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | % Outstanding |
|---|---|---|---|
| Justin P. Christian | 37,297 | Includes 1,720 shares scheduled to vest within 60 days of March 21, 2025; no pledges by any director; deferred stock rights plan frozen since 2014. | <1% |
Ownership alignment policies:
- Stock ownership guidelines: Minimum $100,000 for each non‑employee director; all covered individuals (including directors) were in compliance as of 12/31/2024 and proxy date.
- Hedging/pledging: Prohibited for directors and officers; all were in compliance as of 12/31/2024 and proxy date.
Governance Assessment
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Strengths
- Independent director serving on three key oversight committees (Audit, Risk, Nominating & Governance); signatory to the Audit Committee Report, indicating active participation in financial reporting oversight.
- Attendance and engagement indicators are solid at the Board level (no director under 75%; all attended 2024 annual meeting).
- No related‑party transactions disclosed involving Mr. Christian; related‑party items disclosed involve other parties and were reviewed under policy.
- Alignment policies are investor‑friendly: director ownership guidelines in force and met, and hedging/pledging prohibitions with compliance noted.
- Shareholder support for executive pay (say‑on‑pay) was approximately 95% FOR in 2024, signaling broader governance credibility and investor confidence in compensation oversight.
-
Watch items
- Director equity is time‑based restricted stock vesting annually (no performance conditions), which is common but provides less pay‑for‑performance linkage than performance‑based director equity.
- Multi‑committee workload (Audit, Risk, Nominating & Governance) implies meaningful time commitment; continued strong attendance is important to sustain board effectiveness.
-
No RED FLAGS observed specific to Mr. Christian in the proxy: no disclosed related‑party transactions, no pledging/hedging, independence affirmed, and attendance thresholds met.
Summary implication: Mr. Christian brings relevant technology and cybersecurity operating experience and appears engaged across key oversight committees without disclosed conflicts; ownership/insider policies and high say‑on‑pay support further underpin governance alignment.