Daniel B. Fitzpatrick
About Daniel B. Fitzpatrick
Daniel B. Fitzpatrick (age 67) is the founder, Chairman, President and Chief Executive Officer of Quality Dining, Inc., and has served on 1st Source Corporation’s board since 1995; he is designated as the Board’s Lead Director and qualifies as an SEC “audit committee financial expert” (independent) . He holds a B.A. in Business Administration from the University of Toledo and brings 43 years of operating experience in multi-concept restaurant operations across three states (finance, operations, and food service retail expertise) .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Quality Dining, Inc. | Founder; Chairman, President & CEO | 43 years of business experience as founder/operator of a multi‑concept restaurant company with operations in three states (operational, financial, and retail expertise) | Provides long-term perspective, community connectivity in SRCE’s markets; designated audit committee financial expert |
External Roles
| Organization | Role | Tenure/Notes | Interlock/Conflict Considerations |
|---|---|---|---|
| Holy Cross College Board of Trustees | Past Chairman | South Bend civic/academic governance role | No SRCE-related transaction disclosed |
| St. Joseph the Protector Foundation | Board Member | South Bend non-profit role; extensive community service (“nearly two dozen” orgs) | No SRCE-related transaction disclosed |
| Other public company directorships | None disclosed | Not listed in SRCE’s director biography | None |
Board Governance
- Independence: The Board determined Mr. Fitzpatrick is independent under Nasdaq and SRCE Corporate Governance Guidelines .
- Lead Independent Director: Serves as Lead Director; empowered to call Board meetings, set agendas, and chair executive sessions of independent directors (executive sessions occurred at each Board meeting in 2024) .
- Committee assignments and chair roles (2024):
- Governance & Nominating: Chair .
- Audit, Finance & Risk: Member .
- Executive Compensation & Human Resources: Member .
- Executive Committee: Member .
- Loan & Funds Management (Bank committee): Member .
- Committee meeting cadence (2024): Governance & Nominating (4); Audit, Finance & Risk (6); Executive Compensation & HR (4); Loan & Funds Management (12) .
- Attendance: Board met 6 times in 2024; no incumbent director attended fewer than 75% of applicable Board/committee meetings; all directors except Mr. Affleck‑Graves attended the 2024 annual shareholder meeting (indicates Mr. Fitzpatrick attended) .
Fixed Compensation
| Component | Amount/Rate | Notes |
|---|---|---|
| Annual Board retainer | $72,620 | Increased from $70,565 effective May 1, 2024; generally paid in early June . |
| Committee chair fee | $20,000 | Governance & Nominating Committee Chair . |
| Committee member fees | Audit $3,000/mtg; Other Board committees $2,500/mtg | Audit, Finance & Risk $3,000 per meeting; other committees $2,500 per meeting; Loan & Funds Management $2,500 per meeting . |
| Board meeting fee | $3,000 per meeting | Board meetings . |
2024 Director Compensation (as reported):
| Name | Total ($) | Cash Fees ($) | Stock Portion of Fees ($) | Shares | Grant-Date Fair Value/Share |
|---|---|---|---|---|---|
| Daniel B. Fitzpatrick | 165,620 | 153,000 | 12,620 | 250 | 50.48 |
- Mix and structure: Non‑employee directors can elect to receive a portion of fees in stock; Mr. Fitzpatrick elected $12,620 in stock for 250 shares (weighted grant-date fair value $50.48) in 2024; no stock awards, options, or non‑equity incentive plan compensation for non‑employee directors in 2024 .
Performance Compensation
- Not applicable for directors at SRCE: The proxy reports no stock awards, option awards, or non‑equity incentive plan compensation for non‑employee directors in 2024; director pay is fee‑based with elective stock in lieu of cash .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Mr. Fitzpatrick . |
| SRCE related‑party transactions | SRCE discloses related-party services with Aunalytics; involved directors include Murphy III (SRCE Chair/CEO), Affleck‑Graves, and Graham (Aunalytics CEO). No disclosure naming Fitzpatrick in these transactions . |
| Ordinary‑course banking with directors | SRCE/Bank had ordinary‑course loans/transactions with directors and their affiliates on market terms and subject to policy oversight by the Audit, Finance & Risk Committee . |
Expertise & Qualifications
- Financial expertise: Qualifies as an “audit committee financial expert” under SEC rules .
- Operating expertise: Multi‑unit restaurant operations, retail services, and community market connectivity across SRCE’s footprint .
- Education: B.A. in Business Administration, University of Toledo .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 48,792 shares . |
| Shares outstanding (record date) | 25,285,937 shares (Feb 13, 2025) . |
| Ownership as % of outstanding | ~0.19% (48,792 / 25,285,937); derived from disclosed holdings and SO; “<1%” per proxy tables . |
| Vested vs. unvested, options | Not disclosed for directors; non‑employee directors did not receive stock awards/options in 2024 . |
| Hedging/pledging policy | Directors are prohibited from short sales, derivatives, and hedging; pledging on margin prohibited. Shares above ownership guidelines may be used as collateral only with prior Governance & Nominating Committee approval . |
| Ownership guidelines (directors) | Not specifically disclosed for directors in the proxy; NEO stock ownership guidelines disclosed (CEO 5x salary; other NEOs 3x) . |
Governance Assessment
- Strengths and signals:
- Lead Independent Director with defined powers (agenda‑setting, meeting calling, executive sessions each Board meeting in 2024) enhances independent oversight and board effectiveness .
- Governance & Nominating Chair role central to board composition, evaluations, and succession; committee fully independent .
- Broad committee engagement (Audit, Compensation, Loan & Funds Management) supports risk, remuneration, and credit governance coverage .
- Independence affirmed; board‑wide attendance robust (>75% for all) and annual meeting attendance strong (Mr. Fitzpatrick attended) .
- Director fee structure includes elective stock component, modest equity alignment without variable performance awards for directors (reduces pay‑risk) .
- Potential risks/considerations:
- Company‑level related‑party exposure with Aunalytics involves other directors but not Mr. Fitzpatrick; Audit, Finance & Risk Committee oversees such transactions—monitor for continued independence rigor .
- Pledging permitted only for shares exceeding ownership guidelines with prior approval—policy mitigates but does not eliminate collateralization risk; no pledging by Mr. Fitzpatrick disclosed .
- Shareholder sentiment context:
- Say‑on‑pay support (89% in 2023) suggests general investor acceptance of SRCE’s pay practices; Mr. Fitzpatrick is a member of the Executive Compensation & HR Committee overseeing these programs .
RED FLAGS: None specifically identified for Mr. Fitzpatrick in 2024 disclosures (no attendance shortfalls, no director‑specific related‑party transactions, no hedging/pledging exceptions reported) .