John F. Affleck-Graves
About John F. Affleck-Graves
Independent Director at 1st Source Corporation (SRCE) since 2019; age 74. Professor Emeritus of Finance at the University of Notre Dame; previously Executive Vice President and Chief Financial Officer of Notre Dame (2004–June 2019), earlier Vice President and Associate Provost and faculty member (1986–2000; returned in 2001 after a one-year appointment at Florida State University). He holds Bachelor’s and Master’s degrees in finance and a Doctoral degree in mathematical statistics from the University of Cape Town, and is designated an “audit committee financial expert” under SEC rules. Beneficial ownership reported at 17,736 common shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Notre Dame | Executive Vice President & Chief Financial Officer | 2004 – June 2019 | Senior financial leadership of the university |
| University of Notre Dame | Vice President & Associate Provost; Faculty (Chair, Finance & Business Economics last 3 years) | Faculty 1986 – 2000 | Academic and administrative leadership |
| Florida State University | Patty Hill Eminent Scholar in Finance (one-year appointment) | One year; returned to ND in 2001 | Academic research/teaching |
| Hi-Crush, Inc. | Director (former) | Not specified | Public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aunalytics, Inc. | Director | Current | Technology/data services vendor to 1st Source Bank |
| Regional Development Authority (North Central Indiana) | Chair (former) | Not specified | Regional economic development leadership |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board has determined Mr. Affleck‑Graves is independent under Nasdaq and company guidelines |
| Board tenure | Director since 2019 |
| Committee memberships (current) | Executive; Governance & Nominating; Audit, Finance & Risk; Executive Compensation & Human Resources; Trust & Investment (member; no chair roles) |
| Audit committee credentials | Qualifies as an “audit committee financial expert”; Audit, Finance & Risk Committee comprised entirely of independent members who also qualify as audit committee financial experts |
| Attendance and engagement | Missed the 2024 Annual Meeting of Shareholders; Board held 6 meetings in 2023 with no incumbent director under 75% attendance and all directors attended the 2023 Annual Meeting |
Fixed Compensation
Director fee structure (non-employee directors):
| Component | 2023 | 2024 |
|---|---|---|
| Annual Board retainer | $70,565 | $72,620 (increased effective May 1, 2024) |
| Board meeting fee (per meeting) | $3,000 | $3,000 |
| Audit, Finance & Risk Committee meeting fee (per meeting) | $3,000 | $3,000 |
| Other committee meeting fee (per meeting) | $2,500 | $2,500 |
| Committee chair retainers (AFR / Gov & Nom / Exec Comp / Loan & Funds / Trust & Invest) | $15,000 / $20,000 / $15,000 / $10,000 / $10,000 | $15,000 / $20,000 / $15,000 / $10,000 / $10,000 |
Individual director compensation (Mr. Affleck‑Graves):
| Metric | 2023 | 2024 |
|---|---|---|
| Total director compensation | $151,565 | $127,620 |
| Cash fees received | $77 | $82 |
| Fees received in stock (amount) | $151,488 | $127,538 |
| Fees received in stock (shares) | 3,490 shares @ $43.41 grant-date fair value | 2,405 shares @ $53.03 grant-date fair value |
Notes: Several directors, including Mr. Affleck‑Graves, elected to receive a portion of annual fees in stock in accordance with ASC 718 valuation.
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock awards (performance-based) | None for non-employee directors | None for non-employee directors |
| Option awards | None for non-employee directors | None for non-employee directors |
| Non-equity incentive plan comp | None for non-employee directors | None for non-employee directors |
| Pension/deferred comp/other | None for non-employee directors | None for non-employee directors |
Other Directorships & Interlocks
| Company | Role | Status | Interlock / Related-Party Note |
|---|---|---|---|
| Aunalytics, Inc. | Director | Current | 1st Source Bank paid Aunalytics $3,001,921 for services in 2024; multiple SRCE directors affiliated (C.J. Murphy III, director; T.D. Graham, principal and CEO). Related-party transactions overseen by Audit, Finance & Risk Committee. |
| Hi-Crush, Inc. | Director | Former | Public company board experience (former) |
Expertise & Qualifications
- Audit committee financial expert; deep expertise in financial analysis, statistical analysis, and Economic Value Added (EVA) analysis. Author of 50+ finance research articles in leading journals.
- Advanced academic credentials (Bachelors and Masters in Finance; Doctorate in Mathematical Statistics, University of Cape Town).
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Beneficial ownership (common shares) | 17,736 shares | Feb 13, 2025 (per proxy ownership reporting reference) |
| Recent equity fee elections (shares) | 3,490 shares (2023) ; 2,405 shares (2024) | Grant-date values per proxy tables |
| Hedging/pledging policy | Directors are prohibited from hedging/shorting/options; pledging allowed only for shares above ownership guidelines and with prior Governance & Nominating Committee approval. |
Governance Assessment
-
Positives
- Independent director with strong finance credentials; designated audit committee financial expert; serves on Audit, Finance & Risk and Executive Compensation & HR committees, enhancing oversight capacity.
- Demonstrated equity alignment by electing to receive virtually all director fees in stock in 2023 and 2024.
- 2023 attendance: Board held 6 meetings; no incumbent director was under 75% attendance; all directors attended the 2023 Annual Meeting.
-
Risks / RED FLAGS
- Related-party exposure: Serves as director of Aunalytics, a significant vendor to 1st Source Bank ($3,001,921 paid in 2024). He also sits on the Audit, Finance & Risk Committee that oversees related-party transactions, creating a perceived conflict; committee oversight and independence are disclosed mitigants.
- Missed the 2024 Annual Meeting of Shareholders (isolated data point but worth monitoring for engagement).
- Director stock ownership guidelines are not disclosed in the cited proxy sections (CEO/NEO guidelines are disclosed; director-specific guidelines not presented in those sections). Hedging is prohibited and pledging is tightly restricted but permitted on excess holdings with pre-approval.