John B. Griffith
About John B. Griffith
John B. Griffith is Executive Vice President, Chief Risk Officer, General Counsel, and Corporate Secretary of 1st Source Corporation and 1st Source Bank; age 67; in current role since 2011 (14 years of tenure as of 2025) . He beneficially owns 73,353 shares of SRCE common stock, representing approximately 0.29% of 25,285,937 shares outstanding as of the 2025 record date (73,353 ÷ 25,285,937) . Company performance in 2024 featured net income of $132.6 million (+6.2% YoY), EPS of $5.36 (+6.6% YoY), ROA of 1.52%, loan growth of 6.4%, and nonperforming assets ratio of 0.46% . Over five years, SRCE’s total shareholder return was 28.96% vs a regional peer group at 34.18%, with cumulative TSR of ~61% from year-end 2020 to year-end 2024 .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| 1st Source Corporation / 1st Source Bank | EVP, Chief Risk Officer, General Counsel, Secretary | 2011–present | CRO provides quarterly risk reports to the Audit, Finance & Risk Committee |
No prior roles outside SRCE are disclosed in the proxy.
External Roles
No external public-company board roles for Griffith are disclosed in the proxy .
Fixed Compensation
Multi-year summary compensation (SCT):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $397,692 | $411,539 | $428,077 |
| Stock Awards ($, grant-date fair value) | $132,862 | $273,432 | $82,013 |
| Non-Equity Incentive Plan Compensation ($) | $312,913 | $209,900 | $228,300 |
| All Other Compensation ($) | $47,222 | $51,919 | $53,603 |
| Total ($) | $890,689 | $946,790 | $791,993 |
All Other Compensation (2024 detail):
| Component | Amount ($) |
|---|---|
| Company contributions to DC plans | $31,129 |
| Dividends on stock awards | $15,806 |
| Value of life insurance benefits | $6,668 |
| Perquisites | Not included – total under $10,000 |
| Total | $53,603 |
Base salary and bonus framework:
- Employment agreement base salary effective 1/1/2025: $432,000 .
- EIP “partnership level” target: 10% of base salary for Griffith .
Performance Compensation
Executive Incentive Plan (EIP) – Annual
| Item | 2024 |
|---|---|
| Partnership Level (of base salary) | 10% |
| Company Performance Factor (ROA vs $3–$10B peers) | 125% (91st percentile) |
| Annual EIP cash award ($) | $79,400 |
| Matching book value stock award ($) | Equal to cash; 5-year ratable forfeiture with hurdles |
| Book value stock performance hurdles | EPS growth ≥3% or ROA ≥1.20% (Committee flexibility) |
| Vesting cadence for awards granted off 2024 results | Book Value: 12/2024–12/2028; Market Value: 12/2024–12/2027 |
Corporate performance metrics and Griffith’s weighting:
| Metric | Weight (Griffith) | Target | Actual |
|---|---|---|---|
| Net income ($000) | 9.50% | $129,185 | $135,406 |
| ROA | 4.75% | 1.46% | 1.55% |
| ROA percentile vs $3–$10B peers | 9.50% | 54 of 108 | 10 of 110 |
| ROCE | — | 11.33% | 11.71% |
| Expense-to-revenue ratio | 14.25% | 53.38% | 51.62% |
| Revenue growth | 4.75% | 6.33% | 7.01% |
| Loan growth | 4.75% | 5.71% | 6.36% |
| Core deposit growth | 9.50% | 3.10% | 1.30% |
| Year-end nonperforming assets | — | 0.75% | 0.46% |
| Net charge-offs ratio | — | 0.12% | 0.08% |
| Diverse exempt colleagues (%) | 5.00% | 14.00% | 14.65% |
| Net new primary relationships | 4.75% | Target | 39% of Target |
| Group performance goals | 19.00% | Various | Various |
| Enhance enterprise risk management | 14.25% | Qualitative/quantitative | Assessed by Committee |
Notes:
- Griffith is scored as staff management (target amount scoring = 150%) .
- Committee adjusted reported net income for certain pre-approved securities repositioning losses for EIP metrics .
Strategic Deployment Incentive Plan (SDIP)
| Item | 2024 |
|---|---|
| Adjusted net income used for SDIP calculations ($) | $135.406 million |
| Griffith SDIP range (% of adjusted net income) | Min 0%; Target 0.10%; Max 0.20% |
| 2024 SDIP award ($) | $148,900 |
| Key goals & outcomes (group results) | $10B threshold plan (100% of max), Digital transformation (48% of max), Deposits (20% of max), Diversity 14.65% vs 14% target, Focus on colleagues (45% of max), Mastery program (90% of max); no qualitative downward adjustment |
Long-Term EIP (2023–2025 cycle)
| Item | Details |
|---|---|
| Griffith assigned percentage for LT awards | 90% |
| Corporate LT metrics & weights | ROA 19%; Expense/Revenue 10%; Avg total assets 14%; Net charge-offs 9%; Nonperforming assets 9%; Net new primary relationships 19%; Community Bank loans mix 15%; Diversity 5% |
| Company performance scoring | 50% (min), 100% (target), 200% (max); payout 0–200% of average annual EIP awards |
| Payment form & vesting | Cash + market value stock; stock subject to 5-year forfeiture (profitability & service) |
| Cap per participant | $1,000,000 for annual + LT awards combined |
1982 Restricted Stock Award Plan
- No named executive officer received awards in 2022, 2023, or 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 73,353 |
| Shares outstanding (record date) | 25,285,937 |
| Ownership as % of outstanding | ~0.29% (73,353 ÷ 25,285,937) |
| Unvested market value shares | 3,476; market value $202,929 |
| Unearned book value shares | 7,411; book value $335,792 |
| Vesting schedule windows | Book Value: 12/2024–12/2028; Market Value: 12/2024–12/2027 (release after audited results) |
| 2024 stock vested | 2,416 book value shares; 1,268 market value shares; value realized $167,525 |
| Options | None outstanding at 12/31/2024; none exercised in 2024 |
| Ownership guidelines | CEO 5x salary; other NEOs 3x salary; all NEOs in compliance |
| Hedging/pledging | Prohibits pledging on margin, derivatives, short sales, puts/calls, or hedging; excess shares may be collateral only with prior Governance & Nominating Committee approval |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement effective date | January 1, 2008 |
| Current base salary (effective 1/1/2025) | $432,000 |
| Term & auto-renewal | Expires 12/31/2025; auto-renews unless non-renewal notice; term ends 12/31 of same year if non-renewed |
| Severance (without cause/good reason) | 12 months of base salary; first 6 months lump sum; as of 12/31/2024 equals $432,000 |
| Change-of-control | Two-trigger; if good reason termination within 1 year of CoC → 2.99x “Annualized Includable Compensation for the Base Period” (IRC) in cash; no tax gross-up |
| Non-compete | 24 months post-termination; bank or bank-related services in geographies where SRCE/affiliates have branches |
| Confidentiality & non-solicit | Prohibits divulging confidential info or trade secrets post-termination |
| Disability | 12 months base salary (6 months lump sum, then monthly) in addition to standard plans |
| Death benefit | 2× current base salary (reduced at ages 65/70/75 to 65%/45%/30%), cap $750,000 |
| Clawback | Recoup excess incentive comp on restatements/misstatements; full recoupment for responsible parties or fraud/malfeasance |
| Insider trading policy | Comprehensive policy; filed as Exhibit 19.1 to 2024 Form 10-K |
Investment Implications
- Alignment signals: Heavy use of book value stock awards with 5-year forfeiture and performance hurdles (EPS ≥3% or ROA ≥1.20%) materially links pay to long-term fundamentals; ownership guidelines (3x salary) and anti-hedging/pledging policies strengthen alignment .
- Retention/selling pressure: Unvested equity (7,411 book; 3,476 market) and staggered vesting through 2027–2028 limit near-term selling; absence of options reduces expiration-related sell pressure; book value shares are generally held until retirement with restricted liquidity (sell-back to company) .
- Pay-for-performance: EIP emphasizes ROA vs peers (125% Company Performance Factor in 2024) and balanced corporate/functional metrics; SDIP awards are tied to net income share and strategic execution, yielding $79,400 (EIP cash) and $148,900 (SDIP) in 2024 for Griffith .
- Contract economics: Standard severance (1× base salary) and two-trigger CoC (2.99× AICBP) without gross-up are moderate and shareholder-friendly; non-compete (24 months) reduces transition risk .
- Governance context: 2023 say-on-pay approval at 89% indicates shareholder support for the program; next vote in 2026 . Related party transactions primarily involve Aunalytics (not tied to Griffith), but are overseen by the Audit, Finance & Risk Committee .