Michele “Mel” Raines
About Michele “Mel” Raines
Michele “Mel” Raines is CEO of Pacers Sports & Entertainment (PS&E), entering her eleventh season with the organization by 2025; she was initially described as President & COO and set to become CEO in June 2024 in INBK’s 2024 proxy, and is listed as CEO in the 2025 proxy . She was elected to INBK’s Board at the May 20, 2024 annual meeting; the 2024 proxy listed her as a director nominee (age 54) and she was elected by shareholders on May 20, 2024 . The Board determined she is an independent director under Nasdaq and SEC rules, explicitly reviewing a suite agreement between the Bank and a PS&E subsidiary and concluding she has no direct or indirect material interest in that agreement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pacers Sports & Entertainment | CEO; previously President & COO | CEO role reflected in 2025 proxy; tenth season and CEO transition noted in 2024 proxy | Oversees enterprise operations incl. HR, IT, facilities, events, communications |
| Office of U.S. Rep. Susan W. Brooks | Chief of Staff | Not dated in proxy | Government affairs experience relevant to board oversight |
| Indianapolis 2012 Super Bowl | Principal architect | 2009–2012 | Large-scale operations/event execution |
| Republican National Convention | COO (2008); Senior Advisor (2012, 2016); various roles across six conventions | 2008; 2012; 2016 | Political operations and logistics leadership |
| Office of Vice President Dick Cheney | Assistant to the Vice President for Political Affairs | Not dated in proxy | Directed political/domestic outreach |
| Altria Corporate Services | Leadership positions | Not dated in proxy | Corporate/public affairs experience |
External Roles
| Organization | Role/Capacity | Tenure/Notes |
|---|---|---|
| Pacers Foundation | Director | Listed in both 2024 and 2025 proxies |
| WNBA All-Star Host Committee | 2024 and 2025 committee member | 2024 NBA All-Star Host Committee (2024 proxy); 2025 WNBA All-Star Host Committee (2025 proxy) |
| Indy Chamber; Visit Indy; CICP; Economic Club of Indiana | Board/Trustee roles | Governance engagement in civic organizations |
| Indianapolis Zoo | Board role | Community involvement |
| Citizens Energy Group | Board of Trustees | Utility governance experience |
Board Governance
- Independence: The Board affirmed Raines’ independence. It considered the Gainbridge Fieldhouse suite agreement between the Bank and a PS&E subsidiary—on market terms, predating her election, and without any direct or indirect material interest for Raines .
- Committee Assignments: Raines serves on the Compensation Committee and the Risk Committee (not as chair) .
- Attendance: In 2024, the Board held 11 meetings; no director attended fewer than 75% of Board and committee meetings, and all seven then-serving directors attended the May 20, 2024 annual meeting (virtual) .
- Election Results: Raines was elected in 2024 and re-elected in 2025 with strong vote support.
| Governance Item | Details |
|---|---|
| Committees (2024 update) | Compensation Committee (Member); Risk Committee (Member) |
| Committees (2025 proxy) | Compensation Committee (Member); Risk Committee (Member) |
| Independence determination | Independent; suite agreement reviewed and deemed non-material to Raines |
| 2024 Board meetings | 11 meetings; no director <75% attendance; all seven attended annual meeting |
| 2024 election votes | For Raines: 5,901,338; Withheld: 79,260; Broker non-votes: 1,301,761 |
| 2025 election votes | For Raines: 6,684,295; Withheld: 124,689; Broker non-votes: 741,362 |
Fixed Compensation
- Program structure: Non-employee directors receive quarterly cash payments of $6,250 (annual $25,000) and an annual restricted stock award with grant date fair value of $56,000 (2024), vesting immediately prior to the next annual meeting; dividends are paid on unvested director restricted shares . Committee chair fees: Audit $33,000; Risk $33,000; Compensation $19,000; Nominating & Corporate Governance $19,000 . Committee member fees (excluding chairs): Audit and Risk $15,500 each; Compensation and Nominating & Corporate Governance $4,000 each .
- Raines’ 2024 compensation: Cash fees $36,000; Stock awards $54,111; Total $90,111. Each non-employee director held 1,720 restricted shares as of December 31, 2024; grants made May 20, 2024 .
| 2024 Non-Employee Director Compensation (Raines) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 36,000 |
| Stock awards (restricted shares) | 54,111 (1,720 shares granted May 20, 2024; vest prior to 2025 annual meeting) |
| Total | 90,111 |
| Director Compensation Program Terms (2024) | Value |
|---|---|
| Quarterly cash retainer | $6,250 per quarter ($25,000 annual) |
| Annual restricted stock grant value | $56,000; number of shares set by $56,000 ÷ $32.56 closing price (May 17, 2024), rounded up |
| Committee chair fees | Audit: $33,000; Risk: $33,000; Compensation: $19,000; Nominating & Corp Gov: $19,000 |
| Committee member fees (excl. chairs) | Audit/Risk: $15,500; Compensation/Nominating: $4,000 |
| Changes for 2025 | No material changes to non-employee director compensation |
Performance Compensation
- Non-employee directors do not receive performance share units or options; director equity is time-based restricted stock vesting prior to the next annual meeting, with dividends on unvested shares . INBK has historically not granted stock options broadly and has no plans to do so; equity awards for NEOs include PRSUs tied to multi-year performance, but this does not apply to directors .
No director-specific performance metrics or option grants are disclosed for Raines; her compensation is fixed cash and time-vested restricted stock .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other public company boards | Not disclosed; none noted in INBK proxies |
| Potential interlocks/conflicts | Gainbridge Fieldhouse suite agreement between Bank and PS&E subsidiary reviewed; Board affirmed Raines’ independence and lack of material interest |
Expertise & Qualifications
- Raines brings 30+ years of operations, legislative/political, corporate, and public affairs experience, with oversight responsibilities across HR, IT, facilities, events, and communications at PS&E .
- Large-scale event and government affairs background (Super Bowl 2012 architect; roles at RNC; Assistant to Vice President Cheney) provide risk, operations, and stakeholder management insights valuable to INBK’s board deliberations .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Michele “Mel” Raines (2025 proxy as of March 21, 2025) | 1,720 | Includes 1,720 shares scheduled to vest within 60 days; no pledging noted |
| Michele “Mel” Raines (2024 proxy as of March 22, 2024) | 0 | New nominee; RSU grants occurred May 20, 2024 |
- Stock ownership guidelines: $100,000 minimum for each non-employee director; securities counted include common stock, vested restricted stock/units, and vested deferred stock rights. As of Dec 31, 2024 and the 2025 proxy date, all covered individuals were in compliance .
- Hedging/pledging: Hedging and pledging of Company stock are prohibited for directors; all were in compliance as of Dec 31, 2024 and proxy date . The 2024 proxy similarly prohibits hedging/pledging, noting a single grandfathered pledge exception from the 2000s not applicable to Raines; all directors/officers were in compliance as of Dec 31, 2023 .
Fixed vs Performance Compensation Mix (Director)
| Component | Raines | Structure |
|---|---|---|
| Cash retainer + committee fees | Yes | Quarterly cash retainer; member fees for Compensation and Risk; amount pro-rated based on service start in 2024 |
| Equity (time-vested RS) | Yes | Annual grant; vests prior to next annual meeting; dividends on unvested shares |
| Performance-based equity (director) | No | Not disclosed for non-employee directors |
| Options | No | Company has not historically granted options; no plans to grant |
Insider Trades & Section 16 Compliance
| Year | Compliance Status | Notes |
|---|---|---|
| 2024 | Compliant | All Section 16(a) filings met for fiscal 2024, except one late Form 4 by CFO Lovik (tax withholding-related RSU vesting); no exceptions noted for Raines |
| 2025 | Not specifically disclosed | No director exceptions noted; Board policy prohibits hedging/pledging |
Say-on-Pay & Shareholder Signals
- 2024 Say-on-Pay: Approved (For 5,620,506; Against 317,059; Abstain 43,033; Broker non-votes 1,301,761) .
- 2025 Say-on-Pay: Approved (For 5,263,293; Against 1,522,192; Abstain 23,499; Broker non-votes 741,362); Say-on-Frequency: annual vote supported (One year 6,160,302; Two years 4,900; Three years 630,617; Abstain 13,165) .
Governance Assessment
- Strengths:
- Independence affirmed with explicit consideration of PS&E suite agreement; no material interest for Raines .
- Strong attendance norms; all directors attended 2024 annual meeting; no <75% attendance in 2024 .
- Clear director compensation program with balanced cash/equity, no options, and prohibitions on hedging/pledging supporting alignment .
- Stock ownership guidelines ($100,000 for directors) with compliance confirmed as of year-end 2024 .
- Potential risk indicators:
- Related-party proximity: Ongoing suite agreement with PS&E subsidiary is a potential perceived conflict, though mitigated by market terms, pre-election timing, and Board’s independence conclusion; continue monitoring for changes in terms or broader commercial ties. Not a current red flag per Board’s analysis .
- Investor implications:
- Raines’ operations and government affairs background may enhance Compensation and Risk Committee oversight, particularly around risk-linked incentive structures and stakeholder engagement .
- Stable director pay structure and strong say-on-pay support suggest acceptable governance alignment with shareholders .