Isaac P. Torres
About Isaac P. Torres
Independent director of 1st Source Corporation (SRCE), age 57, serving since 2022; President & CEO of InterCambio Express, an internet-based money transfer service with U.S. HQ in Elkhart, IN and a Mexican subsidiary in Puebla . Previously CFO at Hoechst AG (now Sanofi-Aventis) and senior auditor at PricewaterhouseCoopers; CAMS-certified, Audit Committee Financial Expert; MBA (Indiana University) and B.S. in Accounting (UNAM) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoechst AG (now Sanofi-Aventis) | Chief Financial Officer | Not disclosed (prior to founding InterCambio Express) | Finance and international business expertise |
| Price Waterhouse Coopers | Senior Auditor | Not disclosed | Accounting and audit background |
| InterCambio Express, Inc. | Founder, President & CEO | Over 25 years of experience in internet-based industry | Expertise in international payments systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Indiana University | Board of Trustees | Not disclosed | Community leadership |
| Community Foundation of Elkhart County | Board member | Not disclosed | Community leadership |
| Women’s Care Center | Board member | Not disclosed | Community leadership |
| RISE-Moxie | Board member | Not disclosed | Community leadership |
Board Governance
- Independence: The Board determined Mr. Torres is independent under Nasdaq rules and the company’s Corporate Governance Guidelines .
- Committee assignments (SRCE and 1st Source Bank share committees): Executive Committee member; Chair, Audit, Finance & Risk Committee; member, Executive Compensation & Human Resources Committee; member, Loan & Funds Management Committee .
- Board and committee meeting cadence and attendance:
- The Board held 6 meetings in 2024; no incumbent directors attended fewer than 75% of the aggregate of Board and committee meetings on which they served .
- Executive sessions of independent directors occurred at each Board meeting; Lead Director is Daniel B. Fitzpatrick, who chairs executive sessions .
- Annual Meeting attendance: all directors except Mr. Affleck‑Graves attended in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit, Finance & Risk | Chair | 6 |
| Executive Compensation & Human Resources | Member | 4 |
| Loan & Funds Management | Member | 12 |
| Executive Committee | Member | Not disclosed (“—”) |
- 2025 Director election result (support signal): For 19,748,797; Against 686,616; Abstain 13,068; Broker Non‑Vote 2,206,263 .
Fixed Compensation
- Director fee framework (effective 2024): Annual Board retainer $72,620; meeting fees $3,000 per Board meeting, $3,000 per Audit meeting, $2,500 per Loan & Funds meeting, $2,500 per other committee meeting; Committee chair retainers: Governance & Nominating $20,000; Audit $15,000; Executive Compensation $15,000; Loan & Funds $10,000; Trust & Investment $10,000; Executive Committee chair $0; retainer increased from $70,565 effective May 1, 2024 .
| Component | Amount |
|---|---|
| Annual Board retainer | $72,620 |
| Board meeting fee (per meeting) | $3,000 |
| Audit Committee meeting fee (per meeting) | $3,000 |
| Loan & Funds meeting fee (per meeting) | $2,500 |
| Other committee meeting fee (per meeting) | $2,500 |
| Audit Committee Chair retainer | $15,000 |
| Governance & Nominating Chair retainer | $20,000 |
| Executive Compensation Chair retainer | $15,000 |
| Loan & Funds Chair retainer | $10,000 |
| Trust & Investment Chair retainer | $10,000 |
| Executive Committee Chair retainer | $0 |
- 2024 director compensation (Torres):
| Metric | 2024 |
|---|---|
| Total | $166,620 |
| Fees earned/paid in cash | $196 |
| Fees received in stock (amount) | $166,424 |
| Fees received in stock (shares) | 3,088 |
| Grant date fair value per share | $53.89 |
| Form of delivery | Portion of annual fees elected in shares per director election |
Performance Compensation
- Non-employee directors received no stock awards, option awards, non‑equity incentive plan compensation, pension or other deferred compensation in 2024 (compensation beyond fees) .
| Performance-Based Component | Status |
|---|---|
| Non-equity incentive plan | None for directors in 2024 |
| Stock/option awards (director plans) | None for directors in 2024 (beyond fee equity elections) |
| Performance metrics (directors) | Not applicable; not used for director pay |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Mr. Torres .
- Notable board-level related-party relationships (context for oversight as Audit Chair): 1st Source Bank paid $3,001,921 to Aunalytics in 2024; Mr. Murphy III and Mr. Affleck‑Graves are directors of Aunalytics, and Mr. Graham is a principal and Aunalytics’ CEO; the Audit, Finance & Risk Committee reviews and discloses related party transactions under its charter .
- Banking relationships with directors/officers and affiliates occurred in the ordinary course and on market terms per policy and applicable laws .
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules .
- CAMS (Certified Anti-Money Laundering Specialist) .
- Deep expertise in internet-based businesses and international payment systems; extensive finance and accounting background (CFO, Big Four audit) .
- Education: MBA (Indiana University); Bachelor’s in Accounting (UNAM) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Isaac P. Torres | 8,490 | <1% | As of February 13, 2025 reporting; directors/officers <1% marked with « |
Policies impacting alignment and risk:
- Insider Trading Policy governs directors/officers; filed as Exhibit 19.1 to 2024 Form 10‑K .
- Hedging/Pledging: policy prohibits pledging on margin, trading in derivatives, short sales, or other hedging; excess shares over ownership guidelines may be used as collateral only with prior Governance & Nominating Committee approval .
Governance Assessment
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Strengths:
- Independent director; Audit Committee Chair and SEC-defined financial expert, enhancing oversight of financial reporting and enterprise risk management .
- Solid engagement indicators: Board met 6 times in 2024 with no directors below 75% attendance; executive sessions at each Board meeting .
- Shareholder support: strong “For” vote totals in 2025 director election (19,748,797 For vs. 686,616 Against) .
- Compensation alignment: elected to receive most director fees in stock (3,088 shares; $166,424), supporting alignment with shareholders .
-
Monitoring areas:
- Related-party transactions with Aunalytics involve other directors; as Audit Chair, Mr. Torres’ committee is responsible for review and disclosure under the charter; maintaining robust recusal/oversight practices remains important for investor confidence .
- No separate director stock ownership guidelines disclosed (NEO guidelines are disclosed); continued disclosure on director ownership expectations could further signal alignment .
-
No red flags identified specific to Mr. Torres regarding hedging/pledging, loans, or related-party dealings; ordinary-course banking relationships are governed by policy, approval thresholds, and legal compliance .
Appendix: Additional Board Process & Structure Notes
- Lead Director (Fitzpatrick) role includes chairing executive sessions and setting agendas as needed .
- Committee meeting counts in 2024: Governance & Nominating (4), Audit, Finance & Risk (6), Executive Compensation & HR (4), Loan & Funds (12), Trust & Investment (4); Executive Committee meetings not disclosed .
- Annual Meeting attendance expectation and 2024 attendance record noted above .