Andrea G. Short
About Andrea G. Short
Andrea G. Short, age 62, is President of 1st Source Corporation (since 2024) and President & CEO of 1st Source Bank (since 2022). She has served as Executive Vice President (since 2022) and previously as Executive Vice President, Treasurer and Chief Financial Officer of the Company and Bank (since 2013), and joined the Company after roles at Crowe LLP and First of America Bank (now PNC); she became a director in 2023 and beneficially owns 81,241 shares (<1% of outstanding) . Company performance during her senior leadership tenure includes 2024 net income of $132.6 million (+6.2% YoY), EPS of $5.36 (+6.6% YoY), ROA of 1.52%, revenue growth of 7.01%, loan growth of 6.36%, and nonperforming assets of 0.46%, with peer-leading ROA percentile used for compensation outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 1st Source Corporation | President | Since 2024 | Contributes long‑term perspective, current knowledge, and contacts across the Company’s markets |
| 1st Source Corporation | Executive Vice President | Since 2022 | Extensive knowledge of finance/banking; leadership across corporate functions |
| 1st Source Corporation & 1st Source Bank | Executive Vice President, Treasurer & Chief Financial Officer | Since 2013 | Finance leadership; deep institutional knowledge of 1st Source |
| 1st Source Bank | President | Since 2021 | Executive leadership of bank operations and client service strategy |
| 1st Source Bank | President & CEO | Since 2022 | Oversees bank P&L, risk, strategy, and execution |
| Crowe LLP | Prior role (external) | Not disclosed | Professional services/finance background |
| First of America Bank (now PNC) | Prior role (external) | Not disclosed | Banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Medical Education Foundation | Board service | Not disclosed | Community engagement and governance |
| South Bend Elkhart Regional Partnership | Board service | Not disclosed | Regional economic development involvement |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | $417,348 | $465,392 | $498,461 |
| Stock Awards (grant-date fair value) | $133,122 | $378,734 | $116,357 |
| Non-Equity Incentive Plan Compensation (EIP + SDIP) | $393,800 | $282,650 | $310,100 |
| All Other Compensation | $119,868 | $131,178 | $133,639 |
| Total | $1,064,138 | $1,257,954 | $1,058,557 |
Director fees component in 2024 All Other Compensation:
- Director fees: $72,620
- Note: Ms. Short only receives the annual retainer as a director (no meeting fees) .
Performance Compensation
| Metric | Ms. Short Weighting | Target | Actual | Payout (EIP cash) | Vesting/Forfeiture Terms |
|---|---|---|---|---|---|
| Net income ($000s) | 9.50% | $129,185 | $135,406 | Contributed to $120,500 EIP cash award for 2024 | Matching book value stock equal to cash; forfeiture lapses ratably over 5 years; hurdle: EPS growth ≥3% or ROA ≥1.20% |
| ROA | 4.75% | 1.46% | 1.55% | Contributed to $120,500 EIP cash award | Same as above |
| Exceed median ROA vs $3–$10B peers | 9.50% | Rank 54/108 | Rank 10/110 (Sept YTD) | Contributed to $120,500 EIP cash award; Company Performance Factor 125% (91st percentile ROA) | Same as above |
| Return on common equity | 4.75% | 11.33% | 11.71% | Contributed to $120,500 EIP cash award | Same as above |
| Revenue growth | 9.50% | 6.33% | 7.01% | Contributed to $120,500 EIP cash award | Same as above |
| Expense-to-revenue ratio | 4.75% | 53.38% | 51.62% | Contributed to $120,500 EIP cash award | Same as above |
| Loan growth | 9.50% | 5.71% | 6.36% | Contributed to $120,500 EIP cash award | Same as above |
| Nonperforming assets ratio | 9.50% | 0.75% | 0.46% | Contributed to $120,500 EIP cash award | Same as above |
| Net charge-offs ratio | 4.75% | 0.12% | 0.08% | Contributed to $120,500 EIP cash award | Same as above |
| Diverse exempt colleagues (%) | 5.00% | 14.00% | 14.65% | Contributed to $120,500 EIP cash award | Same as above |
| Net new primary relationships | 14.25% | Target | 39% of Target | Contributed to $120,500 EIP cash award | Same as above |
Additional 2024 strategic plan awards (SDIP): Ms. Short received $189,600 cash based on net income and progress on Board‑approved strategic goals (deposit initiatives, $10B threshold planning, digital transformation, colleague programs, mastery) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 81,241 common shares |
| Ownership as % of outstanding | <1% |
| Stock ownership guidelines | 3× base salary for NEOs; CEO 5×; all NEOs in compliance |
| Hedging/pledging | Hedging, derivatives, short sales, and options prohibited; pledging generally prohibited except excess shares with prior Committee approval |
| EIP stock vesting and liquidity | Book value stock matched to cash; 5‑year ratable forfeiture tied to EPS/ROA; generally held until retirement; limited sale exceptions after 7 years post‑lapse for residence/tuition/hardship, subject to ownership minimums |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement (no cause/good reason) | Severance equal to 12 months base salary; as of 12/31/2024, payout would be $510,000; first 6 months payable lump sum |
| Change-in-control | Double trigger; cash severance equal to 2.99× “Annualized Includable Compensation for the Base Period”; no excise tax gross‑up |
| Clawback policy | Recoupment of excess incentive compensation in case of restatement or misstated metrics; full recoupment for those responsible for misstatement or fraud/malfeasance |
Board Governance
- Board service: Director since 2023; non‑independent (executive director) .
- Committees: Member of the Trust & Investment Committee (Bank committee) .
- Director compensation: Annual retainer $72,620; Ms. Short receives only the retainer (no meeting fees) .
- Board oversight: Majority independent board; Lead Director in place (Daniel B. Fitzpatrick), executive sessions of independent directors occurred at each board meeting in 2024 .
- Board leadership: CEO also serves as Chairman (Christopher J. Murphy III); Board cites performance, accountability, ownership, and independent oversight as rationale .
- Attendance: Board held 6 meetings in 2024; no incumbent directors attended fewer than 75% of board/committee meetings .
Director Compensation (Program Terms)
| Item | Amount |
|---|---|
| Annual board retainer | $72,620 (increased from $70,565 effective May 1, 2024) |
| Audit, Finance and Risk Committee meeting fee | $3,000 per meeting |
| Loan and Funds Management Committee meeting fee | $2,500 per meeting |
| Other committee meeting fee | $2,500 per meeting |
| Committee chair retainers | $10,000–$20,000 depending on committee; Exec Committee: $0 |
| Note | Ms. Short (and Mr. Murphy III) only receive annual retainers |
Compensation Peer Group & Consultants
- Peer groups used for relative performance and pay benchmarking include Midwest peers, National C&I peers, and $3–$10B asset peers; Company ROA ranked 91st percentile for 2024 YTD, informing a 125% Company Performance Factor .
- Compensation consultants: Blanchard Consulting Group (independent) engaged to validate competitiveness and practices; McLagan/Aon surveys used for Specialty Finance benchmarking; Committee comprised entirely of independent directors .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay approval: 89% of votes cast supported NEO compensation .
- Frequency: 58% supported vote every three years; next say‑on‑pay vote in 2026 .
Expertise & Qualifications
- Education: B.A. in Business (Alma College); graduate of Harvard Business School Advanced Management Program; Northwestern Senior Marketing Program; University of Chicago Booth Chicago Management Program .
- Experience: Over 40 years in banking/business; senior finance and executive leadership roles at 1st Source; prior experience at Crowe LLP and First of America Bank .
Investment Implications
- Pay‑for‑performance alignment is strong: EIP ties payouts to ROA, ROE, revenue, efficiency, credit quality, and diversity metrics; Company’s ROA percentile yielded a 125% performance factor; matched book value equity with strict 5‑year forfeiture and long‑term holding requirements enhances alignment and reduces near‑term selling pressure .
- Retention risk appears moderated: Employment agreement provides 12 months base salary severance and double‑trigger 2.99× change‑in‑control payout without excise tax gross‑ups; stock ownership guidelines compliance signals substantial “skin‑in‑the‑game” .
- Governance checks: While CEO also serves as Chairman (classic dual‑role risk), the board maintains a majority of independent directors, a Lead Director, and regular executive sessions; Ms. Short serves as a non‑independent executive director with limited committee roles, which mitigates independence concerns via broader board structure .
- Trading signals: EIP book value stock awards and stringent holding restrictions until retirement materially dampen insider selling pressure; hedging/pledging prohibitions further reduce misalignment risk; no option awards in 2022–2024 avoids option‑related repricing risk .